REPRESENTATIONS AND WARRANTIES OF BANCORP. 18 3.1 Organization................................................18 3.2 Authorization...............................................19 3.3 Conflicts...................................................19 3.4
REPRESENTATIONS AND WARRANTIES OF BANCORP. Each of the representations and warranties of Bancorp contained in Article V of this Agreement, after giving effect to any Bancorp Disclosure Schedule Change, shall be true and correct as of the Effective Time with the same force and effect as though made on and as of the Effective Time, except for those representations and warranties which address matters only as of a particular date (which shall remain true and correct as of such date), and except for those breaches which individually or in the aggregate do not or would not be reasonably likely to have a Material Adverse Effect on Bancorp.
REPRESENTATIONS AND WARRANTIES OF BANCORP. Except as set forth in the disclosure schedule of Bancorp delivered to CBI concurrently herewith (the "Bancorp Disclosure Schedule"), Bancorp hereby represents and warrants to CBI as follows:
REPRESENTATIONS AND WARRANTIES OF BANCORP. Bancorp hereby represents and warrants to the Company as follows:
REPRESENTATIONS AND WARRANTIES OF BANCORP. Bancorp hereby represents and warrants to MAF as follows:
(a) Bancorp has all requisite corporate power and authority to enter into this Agreement and, subject to any approvals referred to herein (including, without limitation, the approval of OTS, if necessary), to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Bancorp. This Agreement has been duly executed and delivered by Bancorp.
(b) Bancorp has taken all necessary corporate and other action to authorize and reserve and to permit it to issue, and, at all times from the date hereof until the obligation to deliver the Option Shares upon the exercise of the Option terminates, will have reserved for issuance, upon exercise of the Option, shares of Common Stock necessary for MAF to exercise the Option, and Bancorp will take all necessary corporate action to authorize and reserve for issuance all additional shares of Common Stock or other securities which may be issued upon exercise of the Option. The Option Shares, including all additional shares of Bancorp Common Stock or other securities which may be issuable pursuant to Section 7 hereof, upon issuance pursuant hereto and payment therefor, shall be duly and validly issued, fully paid and nonassessable, and shall be delivered free and clear of all liens, claims, charges and encumbrances of any kind or nature whatsoever, including any preemptive rights of any stockholder of Bancorp.
(c) The execution, delivery and performance of this Agreement does not or will not, and the consummation by Bancorp of any of the transactions contemplated hereby will not, constitute or result in (i) a breach or violation of, or a default under, its certificate of incorporation or bylaws, or the comparable governing instruments of any of its subsidiaries, or (ii) a breach or violation of, or a default under, any agreement, lease, contract, note, mortgage, indenture, arrangement or other obligation of it or any of its subsidiaries (with or without the giving of notice, the lapse of time or both) or under any law, rule, ordinance or regulation or judgment, decree, order, award or governmental or nongovernmental permit or license to which it or any of its subsidiaries is subject, that would, in any case referred to in this clause (ii), give any other person the ability to prevent or enjoin Bancorp's p...
REPRESENTATIONS AND WARRANTIES OF BANCORP. Bancorp represents and warrants to MAF that:
REPRESENTATIONS AND WARRANTIES OF BANCORP. Bancorp hereby makes the following representations and warranties to Parent as of the date hereof and as of the Closing.
REPRESENTATIONS AND WARRANTIES OF BANCORP. 4.1 Corporate Organization . . . . . . . . . . . . . . . . . . . . . . . . 17 4.2 Capitalization . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17 4.3 Authority; No Violation. . . . . . . . . . . . . . . . . . . . . . . . 18 4.4 Consents and Approvals . . . . . . . . . . . . . . . . . . . . . . . . 19 4.5 Reports. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19 4.6
REPRESENTATIONS AND WARRANTIES OF BANCORP. Bancorp hereby represents and warrants that:
a) it is a corporation duly organized, validly existing, and in good standing under the laws of the State of Connecticut, with all corporate power and authority to own its properties and to carry on its business as currently being conducted;
b) its authorized capital stock consists of 5,333,333 shares of Bancorp Common Stock;
c) the shares of Bancorp Common Stock to be issued in connection with the Reorganization will be, when issued in accordance with the provisions of this Plan, duly authorized, validly issued, fully paid, and non-assessable;
d) it has the full right, power, and authority to enter into, and become bound by the terms of, this Plan; this Plan has been duly approved by not less than a majority of its directors and has been duly executed and delivered on its behalf and constitutes a legal, valid, and binding obligation of Bancorp enforceable against Bancorp in accordance with its terms; and
e) the performance by it of its obligations under this Plan will not conflict with any provision of its charter or by-laws or conflict with, or result in a breach of or a default (without regard to the giving of notice or the passage of time) under, any indenture, contract, commitment, or obligation to which it is a party or by which it or its assets may be bound or violate any provision of any law, governmental rule or regulation, judgment, or decree binding on it or any of its assets.
REPRESENTATIONS AND WARRANTIES OF BANCORP. References herein to “
