Representations and Warranties of CBI. CBI represents and warrants that:
a. CBI is a corporation duly organized and validly existing under the laws of the State of Nevada.
b. CBI has valid title to the Shares which it is transferring to Kelly's pursuant to this Agreement. There are no claims, liens, security interests, or other encumbrances upon the Shares. That the Shares will represent not less than ninety percent (90%) of the issued and outstanding shares of common stock of CBI at the conclusion of this transaction.
c. CBI agrees and represents that the proceeds of the sale provided for herein shall be used to complete the purchase of the Board of Trade Building located at 000 Xxxxxx, Xxxxxxx, Xxxxxx.
d. CBI is relying solely upon its independent consultation with its professional, legal, tax, accounting and such other advisors as CBI deems to be appropriate in transferring the Shares in exchange for the cash consideration provided for herein. CBI has been advised to, and has consulted with, its professional tax and legal advisors with respect to any tax consequences of transferring the Shares. CBI has disclosed to the Board of Directors of Kelly's that Xxxxxxx Xxxxxx is the President of CBI and Kelly's and required the full approval of the remaining members of Kelly's board prior to closing this transaction, such approval to be evidenced by a resolution approved by Kelly's Board of Directors.
e. All corporate action on the part of CBI required for the lawful execution and delivery of this Agreement and the issuance, execution and delivery of the Shares has been duly and effectively taken. Upon execution and delivery, this Agreement will constitute a valid and binding obligation of CBI, enforceable in accordance with its terms, except as the enforceability may be limited by applicable bankruptcy, insolvency or similar laws and judicial decisions affecting creditors' rights generally.
Representations and Warranties of CBI. Except as set forth in the disclosure schedule of CBI delivered to Bancorp concurrently herewith (the "CBI Disclosure Schedule"), CBI hereby represents and warrants to Bancorp as follows:
Representations and Warranties of CBI. CBI hereby represents and warrants to GE as follows: CBI has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by CBI and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of CBI. This Agreement has been duly executed and delivered by CBI and, assuming due authorization, execution and delivery by GE, constitutes a legal, valid and binding obligation of CBI, enforceable against CBI in accordance with its terms. The execution and delivery by CBI of this Agreement do not, and the consummation of the transactions contemplated hereby and compliance with the provisions hereof, will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time or both) under, or give rise to a right of termination, cancelation or acceleration of any obligation or loss of a benefit under, or result in the creation of any Lien on any properties or assets of CBI under, (i) any provision of the Amended Articles of Incorporation or Amended Regulations of CBI, (ii) any Contract to which CBI is a party or by which any of its properties or assets are bound or (iii) subject to the filings and other matters referred to in the last sentence of this Section 2, any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to CBI or any of its properties or assets, except in the case of each of clauses (ii) and (iii), as is not materially likely to (x) have a Material Adverse Effect on CBI, (y) impair the ability of CBI to perform its obligations under this Agreement or (z) prevent or materially delay the consummation of the transactions contemplated by this Agreement. No consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to CBI in connection with the execution and delivery of this Agreement by CBI or the consummation by CBI of the transactions contemplated hereby except for (1) such filings under the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby, (2) such filings under the HSR Act as may be required in connection with this Agreement and the transactions contemplated hereby and (3) those which are not materially likely to (x) have a Material Adverse Ef...
Representations and Warranties of CBI. As an inducement to Fund VIII to enter into this Agreement and to consummate the transactions contemplated hereby, CB&I represents and warrants to Fund VIII as follows:
Representations and Warranties of CBI. As of the date hereof and as of the Closing, CBI represents and warrants to Principal and TWO as follows:
6.1 Organization, Standing and Authority of CBI. CBI is a corporation duly organized, validly existing and in good standing under the laws of Delaware, with the corporate power to execute and deliver this Agreement and to carry out its obligations hereunder. The execution, delivery and performance of this Agreement and all other documents in connection herewith and the consummation of the transactions contemplated hereby have been duly and validly authorized by CBI's Board of Directors, and no other corporate proceedings on the part of CBI are necessary to authorize this Agreement and the transactions contemplated hereby. All requisite corporate action has been taken to make them valid and binding upon CBI in accordance with their respective terms. This Agreement and the other documents executed and delivered by CBI pursuant hereto constitute legal, valid and binding obligations of CBI, enforceable in accordance with their respective terms.
Representations and Warranties of CBI. 3.1 Corporate Organization . . . . . . . . . . . . . . . . . . . . . . . . 5 3.2 Capitalization . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 3.3
Representations and Warranties of CBI. As an inducement to WEDGE to enter into this Agreement and to consummate the transactions contemplated hereby, CB&I represents and warrants to WEDGE as follows:
Representations and Warranties of CBI. Except as disclosed in the disclosure schedule delivered by CBI to FNB (the “CBI Disclosure Schedule”), CBI hereby represents and warrants to FNB as follows:
Representations and Warranties of CBI. Except as disclosed in the disclosure schedules delivered by CBI to FFIN prior to the execution hereof (the “CBI Confidential Schedules”); provided, that (a) no such item is required to be set forth as an exception to a representation or warranty if its absence would not result in the related representation or warranty being deemed untrue or incorrect, (b) the mere inclusion of an item in the CBI Confidential Schedule as an exception to a representation or warranty shall not be deemed an admission by CBI that such item represents a material exception or fact, event or circumstance or that such item is reasonably likely to result in a Material Adverse Change, and (c) any disclosures made with respect to a section of this Article III shall be deemed to qualify (1) any other section of this Article III specifically referenced or cross-referenced and (2) other sections of this Article III to the extent it is reasonably apparent on its face (notwithstanding the absence of a specific cross reference) from a reading of the disclosure that such disclosure applies to such other sections, CBI hereby represents and warrants to FFIN as follows:
Representations and Warranties of CBI. CBI represents and warrants to IBI and agrees as follows:
4.1 CBI is a corporation duly organized under the BCA and is validly existing and in good standing under the laws of the State of New Jersey. CBI is registered as a bank holding company under the Holding Company Act. Commerce Bank, N.A., Commerce Bank/Pennsylvania, N.A. and Commerce Bank/Shore, N.A. are each banking organizations duly organized under the laws of the United States and are each validly existing and in good standing under the laws of the United States. Except as set forth in the CBI Annual Report on Form 10-K for the fiscal year ended December 31, 1995 ("CBI Form 10-K"), CBI has no active subsidiaries except the Commerce Bank, N.A., Commerce Bank/Pennsylvania, N.A. and Commerce Bank/Shore, N.A., and neither the Commerce Bank, N.A., Commerce Bank/Pennsylvania, N.A. and Commerce Bank/Shore, N.A. nor any other subsidiary of CBI has any active subsidiaries.
4.2 The authorized capital stock of CBI consists of (i) 5,000,000 shares of preferred stock, no par value per share (the "CBI Preferred Stock") of which the following series and respective number of shares were issued and outstanding: 417,000 shares of Series C ESOP Cumulative Convertible Preferred Stock all of which shares have been validly issued and are outstanding, fully paid and non-assessable as of the date hereof and (ii) 20,000,000 shares of common stock, par value $1.5625 per share ("CBI Common Stock") 11,425,834 shares of which have been validly issued and are outstanding, fully paid and non-assessable as of the date hereof and 100,159 shares are held in treasury. CBI owns all of the shares of the issued and outstanding capital stock of the Commerce Bank, N.A., Commerce Bank/Pennsylvania, N.A. and Commerce Bank/Shore, N.A. free and clear of any lien or other encumbrance. As of the date hereof, there are no outstanding subscriptions, rights, options, warrants, calls, commitments or agreements to which either CBI or any of its subsidiaries is a party or by which any of them may be bound, which relate to the issuance or sale by any of them of shares of their capital stock except as set forth below. As of the date hereof, no shares of CBI Preferred Stock or CBI Common Stock were reserved for issuance, except (i) those shares which relate to the issuance of CBI Common Stock in connection with the acquisition of insurance agencies, (ii) those contemplated by the Merger Agreement, (iii) 309,016 shares of CBI Common Stock were reserve...
