Representations and Warranties of the Company and the Bank. (a) The Company represents and warrants to, and agrees with, each of the Underwriters that:
(i) A registration statement on Form S-1 (File No. 333-169717) (the "Initial Registration Statement") in respect of the Shares has been filed with the Securities and Exchange Commission (the "Commission"); the Initial Registration Statement and any post-effective amendment thereto, each in the form heretofore delivered to you, and, excluding exhibits thereto, for each of the other Underwriters, have been declared effective by the Commission in such form; other than a registration statement, if any, increasing the size of the offering (a "Rule 462(b) Registration Statement"), filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the "Securities Act"), which became effective upon filing, no other document with respect to the Initial Registration Statement has heretofore been filed with the Commission; the Company has complied to the Commission's satisfaction with all requests of the Commission for additional or supplemental information; and no stop order suspending the effectiveness of the Initial Registration Statement, any post-effective amendment thereto or the Rule 462(b) Registration Statement, if any, has been issued and no proceeding for that purpose has been initiated or, to the knowledge of the Company, threatened by the Commission (any preliminary prospectus included in the Initial Registration Statement or filed with the Commission pursuant to Rule 424(a) of the rules and regulations of the Commission under the Securities Act, is hereinafter called a "Preliminary Prospectus"; the various parts of the Initial Registration Statement and the Rule 462(b) Registration Statement, if any, including all exhibits thereto and including the information contained in the form of final prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act in accordance with Section 3(a) hereof and deemed by virtue of Rule 430A under the Securities Act to be part of the Initial Registration Statement at the time it was declared effective, each as amended at the time such part of the Initial Registration Statement became effective or such part of the Rule 462(b) Registration Statement, if any, became or hereafter becomes effective, are hereinafter collectively called the "Registration Statement"; and such final prospectus, in the form first filed pursuant to Rule 424(b) under the Securities Act, is hereinafter called the "Prospectus"). ...
Representations and Warranties of the Company and the Bank. The Company and the Bank, jointly and severally, represent and warrant to Purchaser, as of the date of this Agreement and as of the Closing Date (except to the extent made only as of a specified date in which case as of such date), that, except as Previously Disclosed:
Representations and Warranties of the Company and the Bank. (a) The Company and the Bank hereby represent and warrant to the Sxxxxxxx Group that the Company and the Bank have full power and authority to enter into and perform their respective obligations under this Agreement and that the execution and delivery of this Agreement by the Company and the Bank has been duly authorized by the Board of Directors of the Company and the Bank. This Agreement constitutes a valid and binding obligation of the Company and the Bank and the performance of its terms will not constitute a violation of their respective articles of incorporation, charter or bylaws or any agreement or instrument to which the Company or the Bank is a party.
(b) The Company and the Bank hereby represent and warrant to the Sxxxxxxx Group that there are no arrangements, agreements, or understandings concerning the subject matter of this Agreement between the Sxxxxxxx Group or any Sxxxxxxx Group Member and Malvern other than as set forth in this Agreement.
Representations and Warranties of the Company and the Bank. The Company and the Bank hereby represent and warrant to the Shareholders as follows:
(a) The Company and the Bank have full power and authority to enter into and perform their obligations under this Agreement, and the execution and delivery of this Agreement by the Company and the Bank have been duly authorized by the Boards of Directors of the Company and the Bank and requires no other Board of Directors or shareholder action. This Agreement constitutes a valid and binding obligation of the Company and the Bank, and the performance of its terms does not constitute a violation of the Articles of Incorporation or Bylaws of the Company and the Charter and Bylaws of the Bank; and
(b) There are no arrangements, agreements or understandings between the Company, the Bank and the Shareholders other than as set forth in this Agreement.
Representations and Warranties of the Company and the Bank. The Company and the Bank (solely as to the representations and warranties relating to or pertaining to the Bank) hereby represent and warrant to the Buyer as follows:
Representations and Warranties of the Company and the Bank. The Company and the Bank each hereby represent and warrant to The Xxxxxxxx Group as follows:
(a) The Company and the Bank have full power and authority to enter into and perform their respective obligations under this Agreement and that the execution and delivery of this Agreement by the Company and the Bank has been duly authorized by the Boards of Directors of the Company and the Bank. This Agreement constitutes a valid and binding obligation of the Company and the Bank, respectively, and the performance of its terms will not constitute a violation of their respective articles of incorporation, charter or bylaws, or any agreement or instrument to which the Company or the Bank is a party; and
(b) There are no arrangements, agreements, or understandings concerning the subject matter of this Agreement between The Xxxxxxxx Group or any Xxxxxxxx Group Member and Anchor or between Xxxxxxxxxx and Anchor other than as set forth in this Agreement.
Representations and Warranties of the Company and the Bank. Each of the Company and the Bank, as applicable, represents and warrants to the PL Capital Parties as follows:
Representations and Warranties of the Company and the Bank. The representations and warranties in this Section 3 shall not apply to any statements in or omissions from the Registration Statement, any preliminary prospectus, the Prospectus, any Issuer Free Writing Prospectus or any other free writing prospectus that is part of the General Disclosure Package made in reliance upon and in conformity with written information furnished to the Company by the Sales Agents (provided that the Company, the Bank and the Sales Agents hereby acknowledge and agree that the only information that the Sales Agents have furnished to the Company specifically for inclusion in the Registration Statement, any preliminary prospectus, the Prospectus, any Issuer Free Writing Prospectus or any other free writing prospectus that is part of the General Disclosure Package, or any amendment or supplement thereto, is the [fourth and ninth paragraphs] of the Section titled “Plan of Distribution” in the Prospectus (collectively, the “Sales Agent Information”)). The Company and the Bank hereby jointly and severally represent and warrant to the Sales Agents that:
Representations and Warranties of the Company and the Bank. The Company and the Bank represent and warrant to, and agree with IJL as follows:
(a) The Registration Statement has become effective; no stop order suspending the effectiveness of the Registration Statement is in effect and no proceedings for such purpose are pending before or threatened by the Securities and Exchange Commission (the "Commission").
(b) The Registration Statement, at the time it became effective, did not and will not contain any untrue statements of material fact or omit to state any material facts required to be stated therein or necessary to make the statements therein not misleading. The Prospectus does not and will not contain any untrue statements of material fact or omit to state any material facts required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.
(c) The Company is a corporation and a bank holding company validly existing and in good standing under the laws of the State of North Carolina; has full corporate and other power and authority under such laws to own its properties and conduct its business as described in the Prospectus; and is duly qualified to do business as a foreign corporation in each other jurisdiction in which it owns or leases properties or conducts its business so as to require qualification and is in good standing in each such jurisdiction, except where failure to be so qualified would not have a material adverse effect on the condition, financial or otherwise, results of operations, affairs or business prospects of the Company. The Reorganization (as defined and described in the Prospectus) has become effective and remains in full force and effect as so described.
(d) The Bank is an FDIC-insured, state-chartered bank validly existing and in good standing under the laws of the State of North Carolina; has full corporate power and authority under such laws to own its properties and conduct its business as described in the Prospectus; and is duly qualified to do business as a foreign corporation in each other jurisdiction in which it owns or leases properties or conducts its business so as to require qualification and is in good standing in each such jurisdiction, except where failure to be so qualified would not have a material adverse effect on the condition, financial or otherwise, results of operations, affairs or business prospects of the Bank.
(e) The shares of Common Stock to be issued and sold by the Compan...
Representations and Warranties of the Company and the Bank. The Company and the Bank hereby represent and warrant as of the Closing Date (except for the representations and warranties that speak as of a specific date, which shall be made as of such date), and qualified as set forth on the Disclosure Schedules attached to this Agreement, to Purchaser as follows:
