Execution and Delivery of the Agreement Sample Clauses
Execution and Delivery of the Agreement. (i) The execution and delivery of this Agreement and the Merger Agreement have been duly authorized by the Board of Directors of SRNB and, when the principal terms of the Merger, this Agreement and the Merger Agreement have been duly approved by the affirmative vote of the holders of two-thirds of the outstanding SRNB Shares at a meeting of shareholders duly called and held, the Merger, this Agreement and the Merger Agreement will be duly and validly authorized by all necessary corporate action on the part of SRNB.
(ii) This Agreement has been duly executed and delivered by SRNB and (assuming due execution and delivery by NVBancorp) constitutes, and the Merger Agreement, upon its execution and delivery by SRNB (and assuming due execution and delivery by NVBancorp) will constitute, a legal and binding obligation of SRNB in accordance with its terms.
(iii) The execution and delivery by SRNB of this Agreement and the Merger Agreement and the consummation of the transactions herein and therein contemplated (a) do not violate any provision of the Articles of Association or Bylaws of SRNB, or violate in any material respect any provision of federal or state law or any government rule or regulation (assuming (1) receipt of the Government Approvals, (2) receipt of the requisite SRNB shareholder approval referred to in Section 4(r)(i) hereof, (3) due registration of the NVBancorp Shares under the 1933 Act, and (4) receipt of appropriate permits or approvals under state securities or "blue sky" laws), and (b) do not require any consent of any person under, conflict in any material respect with or result in a material breach of, or accelerate the performance required by any of the terms of, any material debt instrument, lease, license, covenant, agreement or understanding to which SRNB is a party or by which it is bound or any order, ruling, decree, judgment, arbitration award or stipulation to which SRNB is subject, or constitute a material default thereunder or result in the creation of any lien, claim, security interest, encumbrance, charge, restriction or right of any third party of any kind whatsoever upon any of the properties or assets of SRNB.
Execution and Delivery of the Agreement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out its obligations hereunder. The execution and delivery of this Agreement by the Company and the consummation by it of the transactions contemplated hereunder have been duly authorized by all necessary action on the part of the Company. This Agreement has been duly executed by the Company and, when delivered in accordance with the terms hereof, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as may be limited by any bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity.
Execution and Delivery of the Agreement. (i) The execution and delivery of this Agreement have been duly authorized by the Board of Directors of BANK and, when this Agreement and the Merger have been duly approved by the affirmative vote of the holders of a majority of the outstanding shares of BANCORP Common Stock at a meeting of shareholders duly called and held and this Agreement and the Merger have been duly approved by BANCORP as the sole shareholder of BANK, this Agreement and the Merger will be duly and validly authorized by all necessary corporate action on the part of BANK.
(ii) This Agreement has been duly executed and delivered by BANK and (assuming due execution and delivery by and enforceability against PACIFIC) constitutes the legal and binding obligations of BANK.
(iii) The execution and delivery by BANK of this Agreement and the consummation of the transactions herein do not violate any provision of the Articles of Incorporation or Bylaws of BANK, any provision of federal or state law or any governmental rule or regulation (assuming receipt of the Government Approvals and the accuracy of the representations and warranties of PACIFIC set forth herein) and do not require any consent of any person under, conflict with or result in a breach of, or accelerate the performance required by any of the terms of, any material debt instrument, lease, license, covenant, agreement or understanding to which BANK is a party or by which it is bound or any order, ruling, decree, judgment, arbitration award or stipulation to which BANK is subject, or constitute a material default thereunder or result in the creation of any lien, claim, security interest, encumbrance, charge,
Execution and Delivery of the Agreement. (i) The execution and delivery of this Agreement has been duly and validly authorized by the Boards of Directors of Westamerica and WAB and this Agreement will be duly and validly authorized by all necessary corporate action on the part of Westamerica and WAB.
(ii) This Agreement has been duly executed and delivered by Westamerica and WAB and (assuming due execution and delivery by Redwood Empire and NBR) constitutes a legal and binding obligation of Westamerica and WAB (subject to applicable bankruptcy, insolvency and civil laws affecting creditors' rights generally, and subject, as to enforceability, to equitable principles of general applicability).
(iii) The execution and delivery by Westamerica and WAB of this Agreement and the consummation of the transactions herein contemplated (A) do not and will not violate any provision of the Articles of Incorporation or Bylaws of Westamerica or WAB, any provision of federal or state law or any governmental rule or regulation (assuming (1) receipt of the Government Approvals, (2) due registration of the Westamerica Shares under the 1933 Act, (3) receipt of appropriate permits or approvals under state securities or "blue sky" laws, and (4) accuracy of the representations of Redwood Empire set forth herein), and (B) do not require any consent of any person under, conflict with or result in a breach of, or accelerate the performance required by any of the terms of, any material debt instrument, lease, license, covenant, agreement or understanding to which Westamerica or WAB is a party or by which it is bound or any order, ruling, decree, judgment, arbitration award or stipulation to which Westamerica or WAB is subject, or constitute a default thereunder or result in the creation of any lien, claim, security interest, encumbrance, charge, restriction or right of any third party of any kind whatsoever upon any of the properties or assets of Westamerica and WAB.
Execution and Delivery of the Agreement. The execution and delivery of this agreement shall occur at the offices of C▇▇▇▇▇▇ and C▇▇▇▇▇ LLP, 1▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ prior to 10:00 a.m. Chicago time, at a closing on January 12, 2018 or on such other Business Day thereafter on or prior to January 16, 2018 and/or such other place as may be agreed upon by the Company and MetLife.
Execution and Delivery of the Agreement. (a) The execution and delivery by the Innosearch Shareholders of this Agreement and the consummation of the transactions described herein (A) do not violate any provision of the Certificate of Incorporation or Bylaws of Innosearch, any provision of federal or state law or any governmental rule or regulation (assuming (1) receipt of the Government Approvals, (2) receipt of appropriate permits or approvals under applicable federal and state securities laws, and (3) accuracy of the representations of BARRA set forth herein), and do not require any consent of any person under, conflict with or result in a breach of, or accelerate the performance required by any of the terms of any material debt instrument, lease, license, covenant, agreement or understanding to which Innosearch is a party or by which it is bound or any order, ruling, decree, judgment, arbitration award or stipulation to which Innosearch is subject, or constitute a material default thereunder or result in the creation of any lien, claim, security interest, encumbrance, charge, restriction or similar right of any third party upon any of the properties or assets of Innosearch.
(b) Each Innosearch Shareholder has now, and will have at the Closing Date, all requisite legal and (if applicable) corporate, trust or partnership power to enter into this Agreement, to receive the BARRA Shares and/or cash in exchange for Innosearch Shares hereunder and to perform its obligations under the terms of this Agreement.
(c) This Agreement when executed and delivered by each Innosearch Shareholder will constitute a valid and legally binding obligation of such Innosearch Shareholder, enforceable in accordance with its terms, except as enforcement may be limited by applicable bankruptcy laws or other similar laws affecting creditors' rights generally, and except that the availability of equitable remedies may be limited.
Execution and Delivery of the Agreement. The execution and delivery of the Agreement and related documents executed or delivered by Corporation and the consummation of the transactions contemplated thereby: (i) have been duly authorized by Corporation's Board of Directors (a copy of the resolutions unanimously adopted by said Board prior to signing of this Agreement and duly signed attached hereto as Exhibit 2.3) and all other actions required under the terms and provisions of Corporation's governing instruments, the laws governing its formation and of any jurisdictions in which its properties or assets are located and any other applicable requirements of governmental authority; (ii) create legal, valid and binding obligations on each of the Sellers and the
Execution and Delivery of the Agreement. Effective Date of this Amendment: -------------------------------- August 1, 2001
Execution and Delivery of the Agreement. (i) The execution and delivery of this Agreement has been duly and validly authorized by the Board of Directors of PACIFIC and this Agreement will be duly and validly authorized by all necessary corporate action on the part of PACIFIC.
(ii) This Agreement has been duly executed and delivered by PACIFIC and (assuming due execution and delivery by and enforceability against BANCORP) constitutes a legal and binding obligation of PACIFIC.
(iii) The execution and delivery by PACIFIC of this Agreement and the consummation of the transactions herein contemplated do not and will not violate any provision of the Articles of Association or Bylaws of PACIFIC, any provision of federal or state law or any governmental rule or regulation (assuming (1) receipt of the Government Approvals, and (2) accuracy of the representations of BANCORP and BANK set forth herein), and do not require any consent of any person under, conflict with or result in a breach of, or accelerate the performance required by any of the terms of, any material debt instrument, lease, license, covenant, agreement or understanding to which PACIFIC is a party or by which it is bound or any order, ruling, decree, judgment, arbitration award or stipulation to which PACIFIC is subject, or constitute a material default thereunder or result in the creation of any lien, claim, security interest, encumbrance, charge, restriction or right of any third party of any kind whatsoever upon any of the properties or assets of PACIFIC.
Execution and Delivery of the Agreement. The execution and delivery of this Agreement and the Agreement of Merger have been duly authorized by the Board of Directors of BNKA and, when the principal terms of the Merger, this Agreement and the Agreement of Merger have been duly approved by the affirmative vote of the holders of the majority of the outstanding BNKA Shares either at a meeting of shareholders duly called and held or by action taken without a meeting pursuant to the BNKA Articles, Bylaws and California law, the Merger, this Agreement and the Agreement of Merger will be duly and validly authorized by all necessary corporate action on the part of BNKA.