Common use of Organization, Standing and Authority Clause in Contracts

Organization, Standing and Authority. Each such Rollover Stockholder which is an entity is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its formation and has all requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder; each such Rollover Stockholder who is a natural Person has full legal power and capacity to execute and deliver this Agreement and to perform such Rollover Stockholder’s obligations hereunder. This Agreement has been duly and validly executed and delivered by such Rollover Stockholder and, assuming due authorization, execution and delivery by Parent and Holdco, constitutes a legal, valid and binding obligation of such Rollover Stockholder, enforceable against such Rollover Stockholder in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at Law). If such Rollover Stockholder is married, and any of the Rollover Shares of such Rollover Stockholder constitute community property or otherwise need spousal or other approval for this Agreement to be legal, valid and binding, this Agreement has been duly and validly executed and delivered by such Rollover Stockholder’s spouse and, assuming due authorization, execution and delivery by Parent and Holdco, constitutes a legal, valid and binding obligation of such Rollover Stockholder’s spouse, enforceable against such Rollover Stockholder’s spouse in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at Law).

Organization, Standing and Authority. Each such Rollover Stockholder which Holder that is an entity is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its formation and has all requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder; each such Rollover Stockholder Holder who is a natural Person has full legal power and capacity to execute and deliver this Agreement and to perform such Rollover StockholderHolder’s obligations hereunder. This Agreement has been duly and validly executed and delivered by such Rollover Stockholder Holder and, assuming due authorization, execution and delivery by Parent and Holdco, constitutes a legal, valid and binding obligation of such Rollover StockholderHolder, enforceable against such Rollover Stockholder Holder in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at Law). If such Rollover Stockholder Holder is married, and any of the Rollover Shares of such Rollover Stockholder constitute Holder constitutes community property or otherwise need needs spousal or other approval for this Agreement to be legal, valid and binding, this Agreement has been duly and validly executed and delivered by such Rollover StockholderHolder’s spouse and, assuming due authorization, execution and delivery by Parent and Holdco, constitutes a legal, valid and binding obligation of such Rollover StockholderHolder’s spouse, enforceable against such Rollover StockholderHolder’s spouse in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at Law).

Organization, Standing and Authority. Each such Rollover Stockholder which is an entity is duly organizedShareholder has full legal right, validly existing and in good standing under the Laws of the jurisdiction of its formation and has all requisite power power, capacity and authority to execute and deliver this Agreement and to perform its obligations hereunder; each such Rollover Stockholder who is a natural Person has full legal power and capacity to execute and deliver this Agreement and Agreement, to perform such Rollover StockholderShareholder’s obligations hereunderhereunder and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by such Rollover Stockholder and, assuming Shareholder. Assuming due authorization, execution and delivery by Parent and HoldcoParent, this Agreement constitutes a legal, valid and binding obligation of such Rollover StockholderShareholder, enforceable against such Rollover Stockholder Shareholder in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at Lawlaw). If such Rollover Stockholder Shareholder is married, and any of the Rollover Shares of such Rollover Stockholder Shareholder’s Owned Shares constitute community property or otherwise need spousal or other approval for this Agreement to be legal, valid and binding, this Agreement has been duly and validly executed and delivered by such Rollover StockholderShareholder’s spouse and, assuming due authorization, execution and delivery by Parent and HoldcoParent, constitutes a legal, valid and binding obligation of such Rollover StockholderShareholder’s spouse, enforceable against such Rollover StockholderShareholder’s spouse in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at Lawlaw).

Organization, Standing and Authority. Each such Rollover Stockholder which is an entity is duly organized, validly existing and in good standing under the Laws laws of the jurisdiction of its formation and has all requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder; each . Each such Rollover Stockholder who is a natural Person has full legal power and capacity to execute and deliver this Agreement and to perform such Rollover Stockholder’s obligations hereunder. This Agreement has been duly and validly executed and delivered by such Rollover Stockholder and, assuming due authorization, execution and delivery by Parent and Holdco, constitutes a legal, valid and binding obligation of such Rollover Stockholder, enforceable against such Rollover Stockholder in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at Lawlaw). If such Rollover Stockholder is married, and any of the Rollover Shares of such Rollover Stockholder constitute community property or otherwise need spousal or other approval for this Agreement to be legal, valid and binding, this Agreement has been duly and validly executed and delivered by such Rollover Stockholder’s spouse and, assuming due authorization, execution and delivery by Parent and Holdco, constitutes a legal, valid and binding obligation of such Rollover Stockholder’s spouse, enforceable against such Rollover Stockholder’s spouse in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at Lawlaw).

Organization, Standing and Authority. Each such Rollover Stockholder which is an entity is duly organized, validly existing The Founder and in good standing under the Laws of the jurisdiction of its formation and has all requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder; each such Rollover Stockholder who is a natural Person Shareholder has full legal power and capacity to execute and deliver this Agreement and to perform the Founder’s or such Rollover StockholderShareholder’s obligations hereunder. This Agreement has been duly and validly executed and delivered by the Founder or such Rollover Stockholder Shareholder and, assuming due authorization, execution and delivery by Parent and HoldcoParent, constitutes a legal, valid and binding obligation of the Founder or such Rollover StockholderShareholder, as applicable, enforceable against the Founder or such Rollover Stockholder Shareholder in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at Lawlaw). If the Founder or such Rollover Stockholder Shareholder is married, and any of the Founder Shares or Rollover Shares of such Rollover Stockholder Shareholder, as applicable, constitute community property or otherwise need spousal or other approval for this Agreement to be legal, valid and binding, this Agreement has been duly and validly executed and delivered by the Founder’s or such Rollover StockholderShareholder’s spouse spouse, as applicable, and, assuming due authorization, execution and delivery by Parent and HoldcoParent, constitutes a legal, valid and binding obligation of the Founder’s or such Rollover StockholderShareholder’s spouse, as applicable, enforceable against the Founder’s or such Rollover StockholderShareholder’s spouse spouse, as applicable, in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at Lawlaw).

Organization, Standing and Authority. Each such Such Rollover Stockholder which is Holder, if an entity entity, is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its formation and has all requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder; each such Rollover Stockholder who is Holder, if a natural Person person, has full legal power and capacity to execute and deliver this Agreement and to perform such Rollover StockholderHolder’s obligations hereunder. This Agreement has been duly and validly executed and delivered by such Rollover Stockholder Holder and, assuming due authorization, execution and delivery by Parent and HoldcoPurchaser, constitutes a legal, valid and binding obligation of such Rollover StockholderHolder, enforceable against such Rollover Stockholder Holder in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at Law). If such Rollover Stockholder Holder is married, and any of the Rollover Shares of such Rollover Stockholder Holder constitute community property or otherwise need spousal or other approval for this Agreement to be legal, valid and binding, this Agreement has been duly and validly executed and delivered by such Rollover StockholderHolder’s spouse and, assuming due authorization, execution and delivery by Parent and HoldcoParent, constitutes a legal, valid and binding obligation of such Rollover StockholderHolder’s spouse, enforceable against such Rollover StockholderHolder’s spouse in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at Law).

Organization, Standing and Authority. Each such Rollover Stockholder which is an entity is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its formation and has all requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder; each such Rollover Stockholder who is a natural Person Holder has full legal power and capacity to execute and deliver this Agreement and to perform such Rollover StockholderHolder’s obligations hereunder. This Agreement has been duly and validly executed and delivered by such Rollover Stockholder Holder and, assuming due authorization, execution and delivery by Parent Parent, Holdco and Holdcothe Company, constitutes a legal, valid and binding obligation of such Rollover StockholderHolder, enforceable against such Rollover Stockholder Holder in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at Law). If such Rollover Stockholder Holder is married, and any of the Rollover Shares of such Rollover Stockholder Holder constitute community property or otherwise need spousal or other approval for this Agreement to be legal, valid and binding, this Agreement has been duly and validly executed and delivered by such Rollover StockholderHolder’s spouse and, assuming due authorization, execution and delivery by Parent Parent, Holdco and Holdcothe Company, constitutes a legal, valid and binding obligation of such Rollover StockholderHolder’s spouse, enforceable against such Rollover StockholderHolder’s spouse in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at Law).

Organization, Standing and Authority. Each such Rollover Stockholder which of PCB and Merger Sub is an entity is a corporation duly organized, validly existing and in good standing under the Laws laws of the State of California. Each of PCB and Merger Sub is qualified to do business and is in good standing in each jurisdiction where the conduct of its formation business requires it to be so qualified, except where failure to be so qualified would not reasonably be expected to have a Material Adverse Effect, materially impair the ability of PCB to perform its obligations under this Agreement or otherwise materially impede the consummation of the transactions contemplated hereby. PCB is not registered as a bank holding company under the Bank Holding Company Act. The copies of the PCB Articles and the Merger Sub Articles, the PCB Bylaws and the Merger Sub Bylaws, and other governing documents of PCB and Merger Sub which have been previously made available to NCB are true, complete, and correct copies of such documents as in effect on the date of this Agreement. PCB has all requisite necessary corporate or similar power and authority to execute execute, deliver and deliver perform its obligations under this Agreement and to perform its obligations hereunder; each such Rollover Stockholder who is a natural Person has full legal power consummate the transactions contemplated hereby. The execution, delivery and capacity to execute and deliver performance of this Agreement by PCB and the consummation by PCB and Merger Sub of the transactions contemplated hereby, have been duly authorized by all necessary corporate or similar action on the part of PCB and Merger Sub and no other corporate or similar proceedings on the part of PCB or Merger Sub are necessary to perform such Rollover Stockholder’s obligations hereunderapprove this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by such Rollover Stockholder PCB and, assuming the due authorization, execution and delivery by Parent and HoldcoNCB, constitutes a legal, valid and binding obligation of such Rollover StockholderPCB, enforceable against such Rollover Stockholder PCB in accordance with its terms, terms (except as enforcement to the extent that enforceability may be limited by applicable bankruptcy, insolvency, reorganizationmoratorium, moratorium reorganization or similar Laws affecting the enforcement of creditors’ rights generally and or by general principles of equity (regardless of whether considered in a proceeding in equity or at Law). If such Rollover Stockholder is married, and any of the Rollover Shares of such Rollover Stockholder constitute community property or otherwise need spousal or other approval for this Agreement to be legal, valid and binding, this Agreement has been duly and validly executed and delivered by such Rollover Stockholder’s spouse and, assuming due authorization, execution and delivery by Parent and Holdco, constitutes a legal, valid and binding obligation of such Rollover Stockholder’s spouse, enforceable against such Rollover Stockholder’s spouse in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at Lawequity).

Organization, Standing and Authority. Each such Rollover Stockholder which is an entity is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its formation and Shareholder has all requisite power and authority to execute and deliver this Agreement and to perform its his or her obligations hereunder; each , with no limitations, qualifications or restrictions on such Rollover Stockholder who is a natural Person has full legal power power, subject to applicable securities laws and capacity to execute and deliver the terms of this Agreement and to perform such Rollover Stockholder’s obligations hereunderAgreement. This Agreement has been duly and validly executed and delivered by such Rollover Stockholder Shareholder and, assuming due authorization, execution and delivery by Parent and HoldcoParent, constitutes a legal, valid and binding obligation of such Rollover StockholderShareholder, enforceable against such Rollover Stockholder Shareholder in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at Law). If such Rollover Stockholder Shareholder is married, and any of the Rollover Shares of such Rollover Stockholder Shareholder constitute community property or common property or otherwise need spousal or other approval for this Agreement to be legal, valid and binding, this Agreement has been duly and validly executed and delivered by such Rollover StockholderShareholder’s spouse and, assuming due authorization, execution and delivery by Parent and HoldcoParent, constitutes a legal, valid and binding obligation of such Rollover StockholderShareholder’s spouse, enforceable against such Rollover StockholderShareholder’s spouse in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at Law).

Organization, Standing and Authority. Each such Rollover Stockholder which is an entity is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its formation and has all requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder; each such Rollover Stockholder who is a natural Person has full legal power and capacity to execute and deliver this Agreement and to perform such Rollover Stockholder’s obligations hereunder. This Agreement has been duly and validly executed and delivered by such Rollover Stockholder and, assuming due authorization, execution and delivery by Parent and Holdco, constitutes a legal, valid and binding obligation of such Rollover Stockholder, enforceable against such Rollover Stockholder in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at Lawlaw). If such Rollover Stockholder is married, and any of the Rollover Shares of such Rollover Stockholder constitute community property or otherwise need spousal or other approval for this Agreement to be legal, valid and binding, this Agreement has been duly and validly executed and delivered by such Rollover Stockholder’s spouse and, assuming due authorization, execution and delivery by Parent and Holdco, constitutes a legal, valid and binding obligation of such Rollover Stockholder’s spouse, enforceable against such Rollover Stockholder’s spouse in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at Lawlaw).

Organization, Standing and Authority. Each such Rollover Stockholder which is an entity is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its formation and has all requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder; each such Rollover Stockholder who is a natural Person has full legal power and capacity to execute and deliver this Agreement and to perform such Rollover Stockholder’s obligations hereunder. This Agreement has been duly and validly executed and delivered by such Rollover Stockholder and, assuming due authorization, execution and delivery by Parent and HoldcoParent, constitutes a legal, valid and binding obligation of such Rollover Stockholder, enforceable against such Rollover Stockholder in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at Law). If such Rollover Stockholder is married, and any of the Rollover Shares of such Rollover Stockholder constitute community property or otherwise need spousal or other approval for this Agreement to be legal, valid and binding, this Agreement has been duly and validly executed and delivered by such Rollover Stockholder’s spouse and, assuming due authorization, execution and delivery by Parent and HoldcoParent, constitutes a legal, valid and binding obligation of such Rollover Stockholder’s spouse, enforceable against such Rollover Stockholder’s spouse in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at Law).

Organization, Standing and Authority. Each such Such Rollover Stockholder which is an entity is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its formation and has all requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder; each such Rollover Stockholder who is a natural Person has full legal power and capacity to execute and deliver this Agreement and to perform such Rollover StockholderPerson’s obligations hereunder. This Agreement has been duly and validly executed and delivered by such Rollover Stockholder Person and, assuming due authorization, execution and delivery by Parent and HoldcoParent, constitutes a legal, valid and binding obligation of such Rollover StockholderPerson, enforceable against such Rollover Stockholder Person in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at Lawlaw). If such Rollover Stockholder Person is married, and any of the Rollover Shares or Rollover Options of such Rollover Stockholder Person constitute community property or otherwise need spousal or other approval for this Agreement to be legal, valid and binding, this Agreement has been duly and validly executed and delivered by such Rollover StockholderPerson’s spouse and, assuming due authorization, execution and delivery by Parent and HoldcoParent, constitutes a legal, valid and binding obligation of such Rollover StockholderPerson’s spouse, enforceable against such Rollover StockholderPerson’s spouse in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at Lawlaw).

Organization, Standing and Authority. Each such Rollover Stockholder which is an entity is duly organizedShareholder has full legal right, validly existing and in good standing under the Laws of the jurisdiction of its formation and has all requisite power power, capacity and authority to execute and deliver this Agreement and to perform its obligations hereunder; each such Rollover Stockholder who is a natural Person has full legal power and capacity to execute and deliver this Agreement and Agreement, to perform such Rollover StockholderShareholder’s obligations hereunderhereunder and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by such Rollover Stockholder and, assuming Shareholder. Assuming due authorization, execution and delivery by Parent and HoldcoParent, this Agreement constitutes a legal, valid and binding obligation of such Rollover StockholderShareholder, enforceable against such Rollover Stockholder Shareholder in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at Lawlaw). If such Rollover Stockholder Shareholder is married, and any of the Rollover Shares of such Rollover Stockholder Shareholder’s Owned Shares and Share Awards constitute community property or otherwise need spousal or other approval for this Agreement to be legal, valid and binding, this Agreement has been duly and validly executed and delivered by such Rollover StockholderShareholder’s spouse and, assuming due authorization, execution and delivery by Parent and HoldcoParent, constitutes a legal, valid and binding obligation of such Rollover StockholderShareholder’s spouse, enforceable against such Rollover StockholderShareholder’s spouse in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at Lawlaw).