No Violation of Other Instruments. The execution and delivery of this Agreement do not, and the consummation of the Merger will not, (i) violate any provisions of Delta's Charter or bylaws, (ii) violate any provision of, or result in the acceleration of any obligation under or in the termination, if applicable, of, any mortgage, deed of trust, note, lien, lease, franchise, license, permit, agreements, instrument, order, arbitration award, judgment or decree to which Delta or the Subsidiary is a party or by which it is bound except for such as would not have a material adverse effect on the financial condition, business, properties, or results of operations of Delta, taken as a whole, or the transactions contemplated hereby, (iii) violate or conflict with any other material restriction of any kind or character by which either Delta or the Subsidiary is bound, or (iv) enable any person to enjoin the transactions contemplated hereby. After the approval of this Agreement by the Board of Directors of Delta, the shareholders of Delta, the OTS, and the FDIC, if necessary, Delta will have taken all action required by law, the Charter of Delta, its bylaws, or otherwise to authorize the execution and delivery of this Agreement and to authorize the Merger of Delta with Interim and FFBC pursuant to this Agreement and the consummation of the transactions contemplated hereby. Delta knows of no reason (including those relating to fair lending laws or other laws relating to discrimination, including, without limitation, the Equal Credit Opportunity Act, the Fair Housing Act, the Community Reinvestment Act, the Truth in Lending Act, and the Home Mortgage Disclosure Act, and anti-trust or consumer disclosure laws and regulations) why the regulatory approvals should not be obtained.
Appears in 1 contract
Sources: Agreement and Plan of Merger (First Colorado Bancorp Inc)
No Violation of Other Instruments. The execution and delivery of this Agreement do not, and the consummation of the Merger will not, (i) violate any provisions provision of Delta's Charter the Articles of Incorporation or bylawsBylaws of Bancorp, (ii) violate any provision of the Charter or Bylaws of FFBC, (iii) violate any provision of, or result in the acceleration of any obligation under or in the termination, if applicable, of, any mortgage, deed of trust, note, lien, lease, franchise, license, permit, agreementsagreement, instrument, order, arbitration award, judgment or decree to which Delta Bancorp or the Subsidiary any of its subsidiaries is a party or by which it is bound except for such as would not have a material adverse effect on the financial condition, business, properties, or results of operations of DeltaBancorp and its subsidiaries, taken as a whole, or the transactions contemplated hereby, (iiiiv) violate or conflict with any other material restriction of any kind or character by to which either Delta Bancorp or the Subsidiary FFBC is boundsubject, or (ivv) enable any person to enjoin the transactions contemplated hereby. After the approval of this Agreement by the Board of Directors of DeltaBancorp and FFBC, and the shareholders approvals of Delta, the OTS, OTS and the FDIC, if necessary, Delta Bancorp and FFBC will have taken all action required by lawlaw and their respective Articles of Incorporation, the Charter of Delta, its bylaws, or otherwise and Bylaws necessary to authorize the execution and delivery of this Agreement and to authorize the Merger of Delta with Interim and FFBC pursuant to this Agreement and the consummation of the transactions contemplated hereby. Delta knows Except as set forth in Schedule 5.3 of the Bancorp Disclosure Schedule, Bancorp and FFBC know of no reason (including those relating to fair lending laws or other laws relating to discrimination, including, without limitation, the Equal Credit Opportunity Act, the Fair Housing Act, the Community Reinvestment Act, the Truth in Lending Act, and the Home Mortgage Disclosure Act, and anti-trust or consumer disclosure laws and regulations) why the regulatory approvals should not be obtained.
Appears in 1 contract
Sources: Agreement and Plan of Merger (First Colorado Bancorp Inc)