Valid and Binding Agreement; No Violation. This Agreement has been duly executed and delivered by the Company and constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except that such enforcement may be subject to bankruptcy, insolvency or other similar laws relating to enforcement of creditors’ rights generally and general principles of equity. The execution of this Agreement and consummation of the transactions contemplated hereby will not constitute a violation of, or conflict with or result in a default under, any contract, commitment, agreement, understanding, arrangement or restriction of any kind to which the Company is a party or by which the Company is bound.
Valid and Binding Agreement; No Violation. This Agreement has been duly executed and delivered by the Holder and constitutes a valid and binding agreement of the Holder, enforceable against the Holder in accordance with its terms, except that such enforcement may be subject to bankruptcy, insolvency or other similar laws relating to enforcement of creditors’ rights generally and general principles of equity. The execution of this Agreement and consummation of the transactions contemplated hereby will not constitute a violation of, or conflict with or result in a default under, any contract, commitment, agreement, understanding, arrangement or restriction of any kind to which the Holder is a party or by which the Holder is bound.
Valid and Binding Agreement; No Violation. This Agreement constitutes a valid and binding agreement of the Stockholder, enforceable in accordance with its terms. Neither the execution of this Agreement, the exercise of the Option, the Proxy, nor the voting of the Shares by the Proxy Committee, will constitute a violation of, or conflict with, or result in a default under, any contract, commitment, agreement, understanding, arrangement or restriction of any kind to which the Stockholder is a party or by which the Stockholder is bound or to which the Shares are subject.
Valid and Binding Agreement; No Violation. This Agreement constitutes a valid and binding agreement of Commerce and Sub enforceable in accordance with its terms and neither the execution and delivery of this Agreement nor the consummation by Commerce or Sub of the transactions contemplated hereby violates or conflicts with the Articles of Incorporation or By-Laws of Commerce or Sub or any agreement, law, regulation, order, judgment or other restriction of any kind to which Commerce or Sub is a party or by which either of them is bound.
(i) No consent, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign (a "Governmental Entity"), is required by or with respect to Commerce or any of its Sub in connection with the execution and delivery of this Agreement or the other Transaction Agreements or the consummation by Commerce of the transactions contemplated hereby or thereby, which, if not made or obtained, would have a Material Adverse Effect on Commerce or on the ability of Commerce to perform its obligations hereunder or thereunder on a timely basis, or on Commerce's or Sub's ability to own, possess or exercise the rights of an owner with respect to the business and assets of Commerce and its Sub, except for (A) the filing of applications and notices with the Board of Governors of the Federal Reserve System (the "Federal Reserve") under the BHC Act and approval of same, (B) the filing by Commerce with the Securities and Exchange Commission (the "SEC") of a Registration Statement (as defined in Section 5.1(a) hereof)) to register the Commerce Common Stock to be issued, (C) such applications, filings, authorizations, orders and approvals as may be required by the FDIC and the Illinois Department of Financial and Professional Regulation, (D) the filing with the Secretary of State of Kansas of the Certificate of Merger and (E) the filing with the Secretary of State of Illinois of the Articles of Merger.
Valid and Binding Agreement; No Violation. This Agreement constitutes a valid and binding agreement of Buyer and is enforceable in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting enforcement of creditors' rights generally and by general principals of equity (whether applied in a proceeding at law or in equity). This Agreement and the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement will not (i) constitute a violation of, or conflict with, or be a default under any order, judgment, decree, or any law or regulation of any Governmental Authority or under any material commitment, agreement, understanding, arrangement or restriction of any kind to which Buyer is a party or by which Buyer is bound; (ii) conflict with any of or require the consent of any person or entity under the terms, conditions or provisions of the charter documents, bylaws or equivalent governing instruments of Buyer; or (iii) conflict with, result in a breach of, constitute a default under (whether with notice or the lapse of time or both), or accelerate or permit the acceleration of the performance required by or require any consent, authorization or approval under any indenture, mortgage, lien or any material agreement, permit, lease or other instrument to which Buyer is a party or by which it is bound or to which any property of the Buyer is subject.
Valid and Binding Agreement; No Violation. (i) This Agreement constitutes a valid and binding agreement of Commerce and Sub enforceable in accordance with its terms and neither the execution and delivery of this Agreement nor the consummation by Commerce or Sub of the transactions contemplated hereby violates or conflicts with the Articles of Incorporation or By-Laws of Commerce or Sub or any agreement, law, regulation, order, judgment or other restriction of any kind to which Commerce or Sub is a party or by which either of them is bound.
(ii) No consent, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign, is required by or with respect to Commerce or any of its Subsidiaries in connection with the execution and delivery of this Agreement or the other Transaction Agreements or the consummation by Commerce of the transactions contemplated hereby or thereby, which, if not made or obtained, would have a Material Adverse Effect on Commerce or on the ability of Commerce to perform its obligations hereunder or thereunder on a timely basis, or on Commerce’s or Sub’s ability to own, possess or exercise the rights of an owner with respect to the business and assets of Commerce and its Sub, except for (A) the filing of applications and notices with the Board of the Federal Reserve under the BHC Act and approval of same, (B) the filing by Commerce with the SEC of a Registration Statement (as defined in Section 5.1(a) hereof)) to register the Commerce Common Stock to be issued, (C) such applications, filings, authorizations, orders and approvals as may be required by the FDIC, the Missouri Division of Finance and the Oklahoma State Banking Department, and the Office of the Comptroller of the Currency (D) the filing with the Secretary of State of Kansas of the Certificate of Merger and (E) the filing with the Secretary of State of Oklahoma of the Certificate of Merger.
Valid and Binding Agreement; No Violation. (i) This Agreement constitutes a valid and binding agreement of Commerce enforceable in accordance with its terms and neither the execution and delivery of this Agreement nor the consummation by Commerce of the transactions contemplated hereby violates or conflicts with the charter or By-Laws of Commerce or any agreement, law, regulation, order, judgment or other restriction of any kind to which Commerce is a party or by which it is bound.
(ii) No consent, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign, is required by or with respect to Commerce in connection with the execution and delivery of this Agreement or the other Transaction Agreements or the consummation by Commerce of the transactions contemplated hereby or thereby, which, if not made or obtained, would have a Material Adverse Effect on Commerce or on the ability of Commerce to perform its obligations hereunder or thereunder on a timely basis, or on Commerce’s ability to own, possess or exercise the rights of an owner with respect to the business and assets of Commerce, except for such applications, filings, authorizations, orders and
Valid and Binding Agreement; No Violation. This Agreement has been duly executed and delivered by Seller and constitutes a valid and binding agreement of Seller, enforceable against Seller in accordance with its terms, except that such enforcement may be subject to bankruptcy, insolvency or other similar laws relating to enforcement of creditors’ rights generally and general principles of equity. The execution of this Agreement and consummation of the transactions contemplated hereby will not constitute a violation of, or conflict with or result in a default under, any court order, contract, commitment, agreement, understanding, arrangement or restriction of any kind to which Seller is a party or by which Seller is bound.
Valid and Binding Agreement; No Violation. This Agreement has been duly and validly executed and delivered by Buyer and constitutes a valid and binding agreement of Buyer enforceable against Buyer in accordance with its terms, except as limited by applicable bankruptcy, insolvency or other laws affecting the enforcement of creditors’ rights generally. Neither Buyer’s execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby violates, constitutes a breach of or default under, or conflicts with the Articles of Incorporation or Bylaws of Buyer or any agreement, law, regulation, order, judgment or other restriction of any kind or character to which Buyer is a party or by which it or any of its properties is bound.
Valid and Binding Agreement; No Violation. Andromedia and Sub have ----------------------------------------- all necessary power and authority to execute and deliver this Agreement, to perform their respective obligations hereunder and to consummate the transactions contemplated hereby. Subject to any required shareholder approval, the execution and delivery of this Agreement, the Employment Agreements, and the stock restriction agreements (the "Stock Restriction Agreements") (collectively, the "Transaction Documents") by Andromedia and Sub and the consummation by --------------------- Andromedia and Sub of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of Andromedia are necessary to authorize each of the Transaction Documents or to consummate the transactions contemplated herein or therein. Each of the Transaction Documents constitutes a legal, valid and binding agreement of Andromedia and Sub enforceable in accordance with its respective terms, and neither the execution and delivery of any of the Transaction Documents nor the consummation by Andromedia or Sub of the transactions contemplated hereby or thereby violates or conflicts with the Articles of Incorporation or Bylaws of Andromedia or Sub or any agreement, law, regulation, order, judgment or other restriction of any kind to which Andromedia or Sub is a party or by which either of them is bound.
