Common use of Absence of Further Requirements Clause in Contracts

Absence of Further Requirements. Assuming the accuracy of the representations, warranties and covenants of the Winning Bidder(s) set forth in Section 1 of the Bidder Letter(s), no filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any Governmental Entity is necessary or required for the Company or the Bank to enter into, or perform their respective obligations under, the Operative Documents or the consummation of the transactions contemplated in this Agreement, except such as have been already obtained, including, without limitation, the registration under the 1933 Act of the offer, sale and delivery of the Securities by the Selling Shareholder through the Placement Agents to the Winning Bidder(s) in accordance with this Agreement and the Bidder Letter(s). If any directors or executive officers of the Company are intending to bid in the Auction, the Company has delivered to the Selling Shareholder and the Placement Agents, prior to the date hereof, evidence sufficient to the Selling Shareholder and the Placement Agents that such directors and/or executive officers of the Company have complied and will comply with the requirements under applicable state securities law.

Appears in 80 contracts

Samples: Placement Agency Agreement, Agency Agreement, Agency Agreement

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Absence of Further Requirements. Assuming the accuracy of the representations, warranties and covenants of the Winning Bidder(s) set forth in Section 1 of the Bidder Letter(s), no filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any Governmental Entity is necessary or required for the Company or the Bank to enter into, or perform their respective its obligations under, the Operative Documents or the consummation of the transactions contemplated in this Agreement, except such as have been already obtained, including, without limitation, the registration under the 1933 Act of the offer, sale and delivery of the Securities by the Selling Shareholder through the Placement Agents to the Winning Bidder(s) in accordance with this Agreement and the Bidder Letter(s). If any directors or executive officers of the Company are intending to bid in the Auction, the Company has delivered to the Selling Shareholder and the Placement Agents, prior to the date hereof, evidence sufficient to the Selling Shareholder and the Placement Agents that such directors and/or executive officers of the Company have complied and will comply with the requirements under applicable state securities law.

Appears in 17 contracts

Samples: Placement Agency Agreement, Placement Agency Agreement, Placement Agency Agreement

Absence of Further Requirements. Assuming Except as disclosed on Schedule B, assuming the accuracy of the representations, warranties and covenants of the Winning Bidder(s) set forth in Section 1 of the Bidder Letter(s), no filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any Governmental Entity is necessary or required for the Company or the Bank to enter into, or perform their respective obligations under, the Operative Documents or the consummation of the transactions contemplated in this Agreement, except such as have been already obtained, including, without limitation, the registration under the 1933 Act of the offer, sale and delivery of the Securities by the Selling Shareholder through the Placement Agents to the Winning Bidder(s) in accordance with this Agreement and the Bidder Letter(s). If any directors or executive officers of the Company are intending to bid in the Auction, the Company has delivered to the Selling Shareholder and the Placement Agents, prior to the date hereof, evidence sufficient to the Selling Shareholder and the Placement Agents that such directors and/or executive officers of the Company have complied and will comply with the requirements under applicable state securities law.

Appears in 3 contracts

Samples: Agency Agreement, Agency Agreement, home.treasury.gov

Absence of Further Requirements. Assuming the accuracy of the representations, warranties and covenants of the Winning Bidder(s) set forth in Section 1 of the Bidder Letter(s), except as disclosed in Schedule C, no filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any Governmental Entity is necessary or required for the Company or the Bank to enter into, or perform their respective its obligations under, the Operative Documents or the consummation of the transactions contemplated in this Agreement, except such as have been already obtained, including, without limitation, the registration under the 1933 Act of the offer, sale and delivery of the Securities by the Selling Shareholder through the Placement Agents to the Winning Bidder(s) in accordance with this Agreement and the Bidder Letter(s). If any directors or executive officers of the Company are intending to bid in the Auction, the Company has delivered to the Selling Shareholder and the Placement Agents, prior to the date hereof, evidence sufficient to the Selling Shareholder and the Placement Agents that such directors and/or executive officers of the Company have complied and will comply with the requirements under applicable state securities law.

Appears in 2 contracts

Samples: Valley Community, Placement Agency Agreement

Absence of Further Requirements. Assuming the accuracy of the representations, warranties and covenants of the Winning Bidder(s) set forth in Section 1 of the Bidder Letter(s), no filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any Governmental Entity is necessary or required for the Company or the Bank to enter into, or perform their respective obligations under, the Operative Documents or the consummation of the transactions contemplated in this Agreement, except such as have been already obtained, including, without limitation, the registration under the 1933 Act of the offer, sale and delivery of the Securities by the Selling Shareholder through the Placement Agents Agent to the Winning Bidder(s) in accordance with this Agreement and the Bidder Letter(s). If any directors or executive officers of the Company are intending to bid in the Auction, the Company has delivered to the Selling Shareholder and the Placement AgentsAgent, prior to the date hereof, evidence sufficient to the Selling Shareholder and the Placement Agents Agent that such directors and/or executive officers of the Company have complied and will comply with the requirements under applicable state securities law.

Appears in 2 contracts

Samples: Delmar Bancorp, home.treasury.gov

Absence of Further Requirements. Assuming the accuracy of the representations, warranties and covenants of the Winning Bidder(s) set forth in Section 1 of the Bidder Letter(s), no filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any Governmental Entity is necessary or required for the Company or the Bank to enter into, or perform their respective obligations under, the Operative Documents or the consummation of the transactions contemplated in this Agreement, except such as have been already obtained, including, without limitation, the registration under the 1933 Act of the offer, sale and delivery of the Securities by the Selling Shareholder through the Placement Agents to the Winning Bidder(s) in accordance with this Agreement and the Bidder Letter(s). If any directors or executive officers of the Company Bank are intending to bid in the Auction, the Company Bank has delivered to the Selling Shareholder and the Placement Agents, prior to the date hereof, evidence sufficient to the Selling Shareholder and the Placement Agents that such directors and/or executive officers of the Company Bank have complied and will comply with the requirements under applicable state securities law.

Appears in 2 contracts

Samples: Placement Agency Agreement, Placement Agency Agreement

Absence of Further Requirements. Assuming the accuracy of the representations, warranties and covenants of the Winning Bidder(s) set forth in Section 1 of the Bidder Letter(s), no filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any Governmental Entity is necessary or required for the Company or the Bank to enter into, or perform their respective obligations under, the Operative Documents or the consummation of the transactions contemplated in this Agreement, except such as have been already obtained, including, without limitation, the registration under the 1933 Act of the offer, sale and delivery of the Securities by the Selling Shareholder through the Placement Agents to the Winning Bidder(s) in accordance with this Agreement and the Bidder Letter(s). If any directors or executive officers of the Company are intending to bid in the Auction, the Company has delivered to the Selling Shareholder and the Placement Agents, prior to the date hereof, evidence sufficient to the Selling Shareholder and the Placement Agents that such directors and/or executive officers of the Company have complied and will comply with the requirements under applicable state securities law.

Appears in 1 contract

Samples: www.treasury.gov

Absence of Further Requirements. Assuming the accuracy of the representations, warranties and covenants of the Winning Bidder(s) set forth in Section 1 of the Bidder Letter(s), and except as set forth in Schedule B, no filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any Governmental Entity is necessary or required for the Company or the Bank Banks to enter into, or perform their respective obligations under, the Operative Documents or the consummation of the transactions contemplated in this Agreement, except such as have been already obtained, including, without limitation, the registration under the 1933 Act of the offer, sale and delivery of the Securities by the Selling Shareholder through the Placement Agents to the Winning Bidder(s) in accordance with this Agreement and the Bidder Letter(s). If any directors or executive officers of the Company are intending to bid in the Auction, the Company has delivered to the Selling Shareholder and the Placement Agents, prior to the date hereof, evidence sufficient to the Selling Shareholder and the Placement Agents that such directors and/or executive officers of the Company have complied and will comply with the requirements under applicable state securities law.

Appears in 1 contract

Samples: home.treasury.gov

Absence of Further Requirements. Assuming the accuracy of the representations, warranties and covenants of the Winning Bidder(s) set forth in Section 1 of the Bidder Letter(s), no filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any Governmental Entity is necessary or required for the Company or the Bank to enter into, or perform their respective its obligations under, the Operative Documents or the consummation of the transactions contemplated in this Agreement, except as disclosed in Schedule C and except such as have been already obtained, including, without limitation, the registration under the 1933 Act of the offer, sale and delivery of the Securities by the Selling Shareholder through the Placement Agents to the Winning Bidder(s) in accordance with this Agreement and the Bidder Letter(s). If any directors or executive officers of the Company Bank are intending to bid in the Auction, the Company Bank has delivered to the Selling Shareholder and the Placement Agents, prior to the date hereof, evidence sufficient to the Selling Shareholder and the Placement Agents that such directors and/or executive officers of the Company Bank have complied and will comply with the requirements under applicable state securities law.

Appears in 1 contract

Samples: www.treasury.gov

Absence of Further Requirements. Assuming the accuracy of the representations, warranties and covenants of the Winning Bidder(s) set forth in Section 1 of the Bidder Letter(s), and except as disclosed in Schedule C, no filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any Governmental Entity is necessary or required for the Company or the Bank to enter into, or perform their respective obligations under, the Operative Documents or the consummation of the transactions contemplated in this Agreement, except such as have been already obtained, including, without limitation, the registration under the 1933 Act of the offer, sale and delivery of the Securities by the Selling Shareholder through the Placement Agents to the Winning Bidder(s) in accordance with this Agreement and the Bidder Letter(s). If any directors or executive officers of the Company are intending to bid in the Auction, the Company has delivered to the Selling Shareholder and the Placement Agents, prior to the date hereof, evidence sufficient to the Selling Shareholder and the Placement Agents that such directors and/or executive officers of the Company have complied and will comply with the requirements under applicable state securities law.

Appears in 1 contract

Samples: Agency Agreement

Absence of Further Requirements. Assuming the accuracy of the representations, warranties and covenants of the Winning Bidder(s) set forth in Section 1 of the Bidder Letter(s), no filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any Governmental Entity is necessary or required for the Company or the Bank to enter into, or perform their respective obligations under, the Operative Documents or the consummation of the transactions contemplated in this Agreement, except such as have been already obtained, including, without limitation, the registration under the 1933 Act of the offer, sale and delivery of the Securities by the Selling Shareholder through the Placement Agents Agent to the Winning Bidder(s) in accordance with this Agreement and the Bidder Letter(s). If any directors or executive officers of the Company are intending to bid in the Auction, the Company has delivered to the Selling Shareholder and the Placement Agents, prior to the date hereof, evidence sufficient to the Selling Shareholder and the Placement Agents Agent that such directors and/or executive officers of the Company have complied and will comply with the requirements under applicable state securities law.

Appears in 1 contract

Samples: Placement Agency Agreement

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Absence of Further Requirements. Assuming the accuracy of the representations, warranties and covenants of the Winning Bidder(s) set forth in Section 1 of the Bidder Letter(s), no filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any Governmental Entity is necessary or required for the Company or the Bank to enter into, or or, except as disclosed in Schedule C, perform their respective obligations under, the Operative Documents or the consummation of the transactions contemplated in this Agreement, except such as have been already obtained, including, without limitation, the registration under the 1933 Act of the offer, sale and delivery of the Securities by the Selling Shareholder through the Placement Agents to the Winning Bidder(s) in accordance with this Agreement and the Bidder Letter(s). If any directors or executive officers of the Company are intending to bid in the Auction, the Company has delivered to the Selling Shareholder and the Placement Agents, prior to the date hereof, evidence sufficient to the Selling Shareholder and the Placement Agents that such directors and/or executive officers of the Company have complied and will comply with the requirements under applicable state securities law.

Appears in 1 contract

Samples: home.treasury.gov

Absence of Further Requirements. Assuming the accuracy of the representations, warranties and covenants of the Winning Bidder(s) set forth in Section 1 of the Bidder Letter(s), no filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any Governmental Entity is necessary or required for the Company or the Bank to enter into, or perform their its respective obligations under, the Operative Documents or the consummation of the transactions contemplated in this Agreement, except such as have been already obtained, including, without limitation, the registration under the 1933 Act of the offer, sale and delivery of the Securities by the Selling Shareholder through the Placement Agents to the Winning Bidder(s) in accordance with this Agreement and the Bidder Letter(s). If any directors or executive officers of the Company are intending to bid in the Auction, the Company has delivered to the Selling Shareholder and the Placement Agents, prior to the date hereof, evidence sufficient to the Selling Shareholder and the Placement Agents that such directors and/or executive officers of the Company have complied and will comply with the requirements under applicable state securities law.

Appears in 1 contract

Samples: home.treasury.gov

Absence of Further Requirements. Assuming the accuracy of the representations, warranties and covenants of the Winning Bidder(s) set forth in Section 1 of the Bidder Letter(s), and except as set forth in Schedule B, no filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any Governmental Entity is necessary or required for the Company or the Bank to enter into, or perform their respective obligations under, the Operative Documents or the consummation of the transactions contemplated in this Agreement, except such as have been already obtained, including, without limitation, the registration under the 1933 Act of the offer, sale and delivery of the Securities by the Selling Shareholder through the Placement Agents to the Winning Bidder(s) in accordance with this Agreement and the Bidder Letter(s). If any directors or executive officers of the Company are intending to bid in the Auction, the Company has delivered to the Selling Shareholder and the Placement Agents, prior to the date hereof, evidence sufficient to the Selling Shareholder and the Placement Agents that such directors and/or executive officers of the Company have complied and will comply with the requirements under applicable state securities law.

Appears in 1 contract

Samples: home.treasury.gov

Absence of Further Requirements. Assuming the accuracy of the representations, warranties and covenants of the Winning Bidder(s) set forth in Section 1 of the Bidder Letter(s)) and except as set forth in Schedule C, no filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any Governmental Entity is necessary or required for the Company or the Bank to enter into, or perform their respective obligations under, the Operative Documents or the consummation of the transactions contemplated in this Agreement, except such as have been already obtained, including, without limitation, the registration under the 1933 Act of the offer, sale and delivery of the Securities by the Selling Shareholder through the Placement Agents to the Winning Bidder(s) in accordance with this Agreement and the Bidder Letter(s). If any directors or executive officers of the Company are intending to bid in the Auction, the Company has delivered to the Selling Shareholder and the Placement Agents, prior to the date hereof, evidence sufficient to the Selling Shareholder and the Placement Agents that such directors and/or executive officers of the Company have complied and will comply with the requirements under applicable state securities law.

Appears in 1 contract

Samples: Placement Agency Agreement

Absence of Further Requirements. Assuming the accuracy of the representations, warranties and covenants of the Winning Bidder(s) set forth in Section 1 of the Bidder Letter(s), no filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any Governmental Entity is necessary or required for the Company or the Bank to enter into, or perform their its respective obligations under, the Operative Documents or the consummation of the transactions contemplated in this Agreement, except such as have been already obtained, including, without limitation, the registration under the 1933 Act of the offer, sale and delivery of the Securities by the Selling Shareholder through the Placement Agents Agent to the Winning Bidder(s) in accordance with this Agreement and the Bidder Letter(s). If any directors or executive officers of the Company are intending to bid in the Auction, the Company has delivered to the Selling Shareholder and the Placement AgentsAgent, prior to the date hereof, evidence sufficient to the Selling Shareholder and the Placement Agents Agent that such directors and/or executive officers of the Company have complied and will comply with the requirements under applicable state securities law.

Appears in 1 contract

Samples: Placement Agency Agreement

Absence of Further Requirements. Assuming the accuracy of the representations, warranties and covenants of the Winning Bidder(s) set forth in Section 1 of the Bidder Letter(s), and except disclosed in Schedule B, no filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any Governmental Entity is necessary or required for the Company or the Bank to enter into, or perform their respective obligations under, the Operative Documents or the consummation of the transactions contemplated in this Agreement, except such as have been already obtained, including, without limitation, the registration under the 1933 Act of the offer, sale and delivery of the Securities by the Selling Shareholder through the Placement Agents to the Winning Bidder(s) in accordance with this Agreement and the Bidder Letter(s). If any directors or executive officers of the Company are intending to bid in the Auction, the Company has delivered to the Selling Shareholder and the Placement Agents, prior to the date hereof, evidence sufficient to the Selling Shareholder and the Placement Agents that such directors and/or executive officers of the Company have complied and will comply with the requirements under applicable state securities law.

Appears in 1 contract

Samples: home.treasury.gov

Absence of Further Requirements. Assuming the accuracy of the representations, warranties and covenants of the Winning Bidder(s) set forth in Section 1 of the Bidder Letter(s), no filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any Governmental Entity is necessary or required for the Company or the any Bank to enter into, or perform their respective obligations under, the Operative Documents or the consummation of the transactions contemplated in this Agreement, except such as have been already obtained, including, without limitation, the registration under the 1933 Act of the offer, sale and delivery of the Securities by the Selling Shareholder through the Placement Agents to the Winning Bidder(s) in accordance with this Agreement and the Bidder Letter(s). If any directors or executive officers of the Company are intending to bid in the Auction, the Company has delivered to the Selling Shareholder and the Placement Agents, prior to the date hereof, evidence sufficient to the Selling Shareholder and the Placement Agents that such directors and/or executive officers of the Company have complied and will comply with the requirements under applicable state securities law.

Appears in 1 contract

Samples: First Community Financial

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