Common use of Execution and Delivery; No Violation Clause in Contracts

Execution and Delivery; No Violation. (a) PSB has all requisite corporate power and authority to execute and deliver this Agreement and, subject, in the case of the Merger, to its shareholders’ approval of this Agreement (including the Merger) by the affirmative vote of at least two-thirds of all the votes entitled to be cast at a meeting in which a quorum exists (the “Required PSB Vote”), and receipt of the Requisite Regulatory Approvals, to consummate the Transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Transactions contemplated hereby have been duly and validly approved by the PSB Board. This Agreement has been duly and validly executed and delivered to Summit. Assuming due authorization, execution and delivery by Summit, this Agreement constitutes valid and binding obligations of PSB, enforceable against PSB in accordance with its terms and conditions, except as enforceability may be limited by bankruptcy, conservatorship, insolvency, moratorium, reorganization, receivership or similar laws and judicial decisions affecting the rights of creditors generally and by general principles of equity (whether applied in a proceeding at law or in equity).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Summit Financial Group, Inc.), Agreement and Plan of Merger (Summit Financial Group, Inc.)

AutoNDA by SimpleDocs

Execution and Delivery; No Violation. (a) PSB First Century has all requisite corporate power and authority to execute and deliver this Agreement and, subject, in the case of the Merger, to its shareholders’ the approval of this Agreement (including the Merger) by the affirmative vote of at least two-thirds a majority of all the votes entitled to be cast shares of First Century Common Stock represented at a meeting in which a quorum exists (the “Required PSB First Century Vote”), ) and receipt of the Requisite Regulatory Approvals, to consummate the Transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Transactions contemplated hereby and thereby have been duly and validly approved by the PSB First Century Board. This Agreement has been duly and validly executed and delivered to Summit. Assuming due authorization, execution and delivery by Summit, this Agreement constitutes valid and binding obligations of PSBFirst Century, enforceable against PSB First Century in accordance with its terms and conditions, except as enforceability may be limited by bankruptcy, conservatorship, insolvency, moratorium, reorganization, receivership or similar laws and judicial decisions affecting the rights of creditors generally and by general principles of equity (whether applied in a proceeding at law or in equity).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Summit Financial Group Inc)

Execution and Delivery; No Violation. (a) PSB Legacy has all requisite corporate power and authority to execute and deliver this Agreement and, subject, in the case of the Merger, to its shareholders’ the approval of this Agreement (including the Merger) by the affirmative vote of at least two-thirds of all the votes outstanding shares of Legacy Common Stock entitled to be cast vote at a meeting in which a quorum exists the Legacy Shareholder Meeting (the “Required PSB Legacy Vote”), ) and receipt of the Requisite Regulatory Approvals, to consummate the Transactions transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Transactions transactions contemplated hereby and thereby have been duly and validly approved by the PSB Legacy Board. This Agreement has been duly and validly executed and delivered to SummitViewPoint. Assuming due authorization, execution and delivery by SummitViewPoint, this Agreement constitutes valid and binding obligations of PSBLegacy, enforceable against PSB Legacy in accordance with its terms and conditions, except as enforceability may be limited by bankruptcy, conservatorship, insolvency, moratorium, reorganization, receivership or similar laws and judicial decisions affecting the rights of creditors generally and by general principles of equity (whether applied in a proceeding at law or in equity).

Appears in 1 contract

Samples: Agreement and Plan of Merger (ViewPoint Financial Group Inc.)

AutoNDA by SimpleDocs

Execution and Delivery; No Violation. (a) PSB Peoples has all requisite corporate power and authority to execute and deliver this Agreement and, subject, in the case of the Merger, to its shareholders’ approval of this Agreement (including the Merger) by the affirmative vote of at least two-thirds a majority of all the votes entitled to be cast at a meeting in which a quorum exists (the “Required PSB Peoples Vote”), and receipt of the Requisite Regulatory Approvals, to consummate the Transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Transactions contemplated hereby and thereby have been duly and validly approved by the PSB Peoples Board. This Agreement has been duly and validly executed and delivered to Summit. Assuming due authorization, execution and delivery by Summit, this Agreement constitutes valid and binding obligations of PSBPeoples, enforceable against PSB Peoples in accordance with its terms and conditions, except as enforceability may be limited by bankruptcy, conservatorship, insolvency, moratorium, reorganization, receivership or similar laws and judicial decisions affecting the rights of creditors generally and by general principles of equity (whether applied in a proceeding at law or in equity).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Summit Financial Group Inc)

Time is Money Join Law Insider Premium to draft better contracts faster.