No Violation of Other Instruments. The execution, delivery ---------------------------------- and performance of this Agreement by Licensee does not, and the consummation by Licensee of the transactions contemplated hereunder will not: (a) violate any provision of the Certificate of Incorporation or Bylaws of Licensee; (b) require the consent of third parties, (c) violate any provision of, or constitute a default under or breach of, or result in the imposition of any lien or encumbrance or the acceleration of any obligation under, or result in the termination of, any contract, mortgage, franchise, court order, arbitration award, judgment or decree to which Licensee is a party, or (d) violate any statute, rule, regulation or prohibition imposed by any regulatory authority making it illegal for Licensee to consummate the transactions contemplated by this Agreement.
No Violation of Other Instruments. Subject to obtaining any required consents (which consents will be obtained by Wesbanco prior to the Closing), the execution and delivery of this Agreement do not, and the consummation of the Merger and the Bank Merger and the transactions contemplated hereby will not, violate any provision of the Articles of Incorporation or Bylaws of Wesbanco or any of the Wesbanco Subs or any provision of, or result in the acceleration of any obligation under, any material mortgage, Deed of Trust, note, lien, lease, franchise, license, permit, agreement, instrument, law, order, arbitration award, judgment or decree, or in the termination of any material license, franchise, lease or permit, to which Wesbanco or any of the Wesbanco Subs, is a party or by which they are bound.
No Violation of Other Instruments. Subject to obtaining any required consent (which consents will be obtained by American prior to Closing), the execution and delivery of this Agreement do not, and the consummation of the Merger and the Bank Merger and the transactions contemplated hereby will not, violate any provisions of American's Articles of Incorporation or Bylaws, or any provision of, or result in the acceleration of any obligation under, any material mortgage, deed of trust, note, lien, lease, franchise, license, permit, agreement, instrument, law, order, arbitration award, judgment or decree or in the termination of any material license, franchise, lease or permit to which American or the Subsidiary are a party or by which they are bound. After the approval of this Agreement by the shareholders of the common stock of American, the Board of Directors and the shareholders of American will have taken all corporate action required by applicable law, the Articles of Incorporation of American, its Bylaws or otherwise to authorize the execution and delivery of this Agreement and to authorize the Merger of American and AB pursuant to this Agreement.
No Violation of Other Instruments. Neither the execution and delivery of this Agreement or the Other Seller Instruments by the Seller nor the consummation of the transactions contemplated hereby will conflict with, result in a breach of or constitute a default under the certificate of organization and operating agreement of the Seller or any contract, instrument, agreement or understanding to which the Seller is a party or by which it or any of its properties is bound, nor will it result in acceleration in the time for performance of any obligation under any contract or instrument, nor will it result in the creation or imposition of any lien, charge or encumbrance upon any asset transferred under this Agreement, nor give rise to any right of determination, nor will it result in the violation of any law, statute, ordinance, rule or regulation applicable to the Seller.
No Violation of Other Instruments. The execution and delivery of this Agreement and the Seller Closing Documents and the performance by Seller of its obligations hereunder and thereunder have been duly authorized by all necessary corporate action on the part of Seller and, assuming execution of this Agreement by Buyer, this Agreement and each of the Seller Closing Documents will constitute legal, valid and binding obligations of Seller, enforceable against Seller in accordance with their respective terms, subject as to enforcement only: (i) to bankruptcy, insolvency, reorganization, arrangement, moratorium and other similar laws of general applicability relating to or affecting creditors' rights generally; and (ii) to general principles of equity.
No Violation of Other Instruments. The execution and delivery of this Agreement do not, and the consummation of the Merger will not, (i) violate any provision of AmeriCom's Certificate of Incorporation or Bylaws; (ii) violate any provision of, result in the acceleration of any obligation under, or result in the imposition of any lien or encumbrance on any asset of AmeriCom pursuant to the terms of any mortgage, note, lien, lease, franchise, license, permit, agreement, instrument, order, arbitration award, judgment, or decree; (iii) result in the termination of any license, franchise, lease, or permit to which AmeriCom is a party or by which AmeriCom is bound; or (iv) violate or conflict with any other restriction of any kind or character to which AmeriCom is subject. AmeriCom's Board of Directors will take all actions required by law or by AmeriCom's Certificate of Incorporation or Bylaws, or otherwise required or necessary to authorize the execution and delivery of this Agreement and to authorize the merger of AmeriCom with and into DigiCities pursuant to this Agreement.
No Violation of Other Instruments. Subject to the receipt of the authorizations set forth in Section 6.2, the execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement will not, (i) violate any provision of the Articles of Incorporation or Bylaws of Centra, (ii) violate any provision of, or result in the acceleration of any obligation under or in the termination, if applicable, of, any mortgage, deed of trust, note, lien, lease, franchise, license, permit, agreement, instrument, order, arbitration award, judgment or decree to which Centra is a party or by which it is bound except for such as would not have a material adverse effect on the financial condition, business, properties, or results of operations of Centra or the transactions contemplated hereby, (iii) violate or conflict with any other material restriction of any kind or character to which Centra is subject, or (iv) enable any person to enjoin the transactions contemplated hereby. After approval of this Agreement by all appropriate regulatory agencies, Centra will have taken all action required by law and its Articles of Incorporation and Bylaws necessary to authorize the execution and delivery of this Agreement and to authorize the consummation of the transactions contemplated hereby.
No Violation of Other Instruments. The execution and delivery of this Agreement do not, and the consummation of the Merger will not, (i) violate any provision of the Articles of Incorporation or Bylaws of Bancorp, (ii) violate any provision of the Charter or Bylaws of FFBC, (iii) violate any provision of, or result in the acceleration of any obligation under or in the termination, if applicable, of, any mortgage, deed of trust, note, lien, lease, franchise, license, permit, agreement, instrument, order, arbitration award, judgment or decree to which Bancorp or any of its subsidiaries is a party or by which it is bound except for such as would not have a material adverse effect on the financial condition, business, properties, or results of operations of Bancorp and its subsidiaries, taken as a whole, or the transactions contemplated hereby, (iv) violate or conflict with any other material restriction of any kind or character to which Bancorp or FFBC is subject, or (v) enable any person to enjoin the transactions contemplated hereby. After approval of this Agreement by the Board of Directors of Bancorp and FFBC, and the approvals of the OTS and the FDIC, Bancorp and FFBC will have taken all action required by law and their respective Articles of Incorporation, Charter and Bylaws necessary to authorize the execution and delivery of this Agreement and to authorize the Merger and the consummation of the transactions contemplated hereby. Except as set forth in Schedule 5.3 of the Bancorp Disclosure Schedule, Bancorp and FFBC know of no reason (including those relating to fair lending laws or other laws relating to discrimination, including, without limitation, the Equal Credit Opportunity Act, the Fair Housing Act, the Community Reinvestment Act, the Truth in Lending Act, and the Home Mortgage Disclosure Act, and anti-trust or consumer disclosure laws and regulations) why the regulatory approvals should not be obtained.
No Violation of Other Instruments. Subject to ---------------------------------- obtaining any required consent (which consents will be obtained by Commercial prior to Closing), the execution and delivery of this Agreement do not, and the consummation of the Merger and the transactions contemplated hereby will not, violate any provisions of Commercial's Articles of Incorporation or Bylaws, or any provision of, or result in the acceleration of any obligation under, any material mortgage, deed of trust, note, lien, lease, franchise, license, permit, agreement, instrument, law, order, arbitration award, judgment or decree or in the termination of any material license, franchise, lease or permit to which Commercial or its Subsidiaries (as defined in Section 7.5) are a party or by which they are bound. After the approval of this Agreement by the shareholders of the common stock of Commercial, the Board of Directors and the shareholders of Commercial will have taken all corporate action required by applicable law, the Articles of Incorporation of Commercial, its Bylaws or otherwise to authorize the execution and delivery of this Agreement and to authorize the Merger of Commercial and CBI pursuant to this Agreement.
No Violation of Other Instruments. Neither the execution of --------------------------------- this Agreement nor the performance hereof by ZYCAD will: (i) conflict with or result in any breach or violation of the terms of any decree, judgment, order, law or regulation of any court or other governmental body now in effect applicable to ZYCAD or the Assets; (ii) conflict with, or result in, with or without the Passage of time or the giving of notice, any breach of any of the terms, conditions and provisions of, or constitute a default under, or result in the creation of any lien, charge, or encumbrance upon any of the Assets pursuant to, any indenture, mortgage, lease, agreement or other instrument to which ZYCAD is a party or by which it or any of the Assets are bound; (iii) permit the acceleration of the
