Articles of Incorporation, Bylaws, Minutes. The copies of the articles of incorporation, as amended, and the bylaws of each of Umpqua, Umpqua Bank and SAWY delivered to WSB are true and correct copies of existing articles of incorporation and bylaws of Umpqua, Umpqua Bank and SAWY, as the case may be, as amended as of the date hereof. None of Umpqua, Umpqua Bank or SAWY are in violation of any provision of its articles of incorporation or bylaws. Umpqua has delivered to WSB copies of the minute books of Umpqua, Umpqua Bank and SAWY from January 1, 2004 through the date hereof. The minute books of Umpqua, Umpqua Bank and SAWY, including those that will be made available to WSB for its review, contain minutes of all meetings and all consents evidencing actions taken without a meeting by its Board of Directors (and any committees thereof) and by its shareholders that are accurate in all material respects.
Articles of Incorporation, Bylaws, Minutes. The copies of NBB’s Articles of Xxxxxxxxxxxxx, XXX’s Bylaws, TVB’s Articles of Incorporation and TVB’s Bylaws delivered to Umpqua are true and correct copies of such documents, each as amended and restated as of the date hereof. NBB is not in violation of any provision of its Articles of Incorporation or Bylaws. TVB is not in violation of any provision of its Articles of Incorporation or Bylaws. The minute books of NBB and TVB contain minutes of all meetings and all consents evidencing actions taken without a meeting by its Board of Directors (and any committees thereof) and by its shareholders and such minutes and consents are accurate in all material respects. NBB has delivered to Umpqua true, correct and complete copies of the minute books of NBB and TVB from January 1, 2005 through the date hereof. Notwithstanding the foregoing, minutes of executive sessions conducted by the boards and committees of NBB and TVB will not be provided to Umpqua, and minutes provided will be redacted to eliminate confidential strategic discussions.
Articles of Incorporation, Bylaws, Minutes. The copies of the articles of incorporation, as amended, and the bylaws of each of Umpqua, Umpqua Bank and SAWY delivered to NBB are true and correct copies of existing articles of incorporation and bylaws of Umpqua, Umpqua Bank and SAWY, as the case may be, as amended as of the date hereof. None of Umpqua, Umpqua Bank or SAWY are in violation of any provision of its articles of incorporation or bylaws. Umpqua has delivered to NBB copies of the minute books of Umpqua, Umpqua Bank and SAWY from January 1, 2005 through the date hereof. The minute books of Umpqua, Umpqua Bank and SAWY, including those that will be made available to NBB for its review, contain minutes of all meetings and all consents evidencing actions taken without a meeting by its Board of Directors (and any committees thereof) and by its shareholders that are accurate in all material respects. Notwithstanding the foregoing, minutes of executive sessions conducted by the boards and committees of Umpqua and Umpqua Bank will not be provided to NBB, and minutes provided will be redacted to eliminate confidential strategic discussions.
Articles of Incorporation, Bylaws, Minutes. The copies of the Articles of Incorporation, as amended, and the Bylaws, as amended, of Colonial Bank delivered to VRB as Schedule 2.3, are true, correct and complete copies of existing Articles of Incorporation and Bylaws of Colonial Bank as amended to date. Colonial Bank is not in material violation of any provision of its Articles of Incorporation or Bylaws. The minute books of Colonial Bank which have been or will be made available to VRB for its review contain accurate and complete minutes of all meetings and all consents evidencing actions taken without a meeting by the Board of Directors (and any committees thereof) and by its shareholders. No Holding Company, Joint Venture, or Other Subsidiaries. No corporation or other entity is registered or, to the knowledge of Colonial Bank, is required to be registered as a bank holding company under the Bank Holding Company Act of 1956, as amended, because of ownership or control of Colonial Bank except for IBC. Colonial Bank does not directly or indirectly own or control, either by power to control the investment or power to vote, any shares of capital stock of any other corporation or entity, other than shares held in a fiduciary or custodial capacity in the ordinary course of business and shares representing less than five percent of the outstanding shares of such corporation acquired in partial or full satisfaction of debts previously contracted. Colonial
Articles of Incorporation, Bylaws, Minutes. The copies of WSB's Articles of Incorporation, WSB's Bylaws, the WSB Banks' respective Articles of Incorporation or Articles of Association and the WSB Banks' respective Bylaws delivered to Umpqua are true and correct copies of such documents, each as amended and restated as of the date hereof. WSB is not in violation of any provision of WSB's Articles of Incorporation or WSB's Bylaws. None of the WSB Banks are in violation of any provision of their respective Articles of Incorporation, Articles of Association or Bylaws. WSB has delivered to Umpqua copies of the minute books of WSB and the WSB Banks from January 1, 2004 through the date hereof. The minute books of WSB and the WSB Banks, including those that will be made available to Umpqua for its review, contain minutes of all meetings and all consents evidencing actions taken without a meeting by its Board of Directors (and any committees thereof) and by its shareholders and such minutes and consents are accurate in all material respects.
Articles of Incorporation, Bylaws, Minutes. The copies of Stockmans’ Articles of Incorporation, Stockmans’ Bylaws, Stockmans Bank’s Articles of Incorporation and Stockmans Bank’s Bylaws delivered to Company are true and correct copies of such documents, each as amended and restated as of the date hereof. Stockmans is not in violation of any provision of its Articles of Incorporation or Bylaws. Stockmans Bank is not in violation of any provision of its Articles of Incorporation or Bylaws. The minute books of Stockmans and Stockmans Bank contain minutes of all meetings and all consents evidencing actions taken without a meeting by its respective Board of Directors (and any committees thereof) and shareholders and such minutes and consents are accurate in all material respects. Stockmans has delivered to Company true, correct and complete copies of the minute books of Stockmans and Stockmans Bank from January 1, 2004, through the date hereof. Notwithstanding the foregoing, minutes of executive sessions conducted by the boards and committees of Stockmans and Stockmans Bank will not be provided to Company, and minutes provided will be redacted to eliminate confidential strategic discussions.
Articles of Incorporation, Bylaws, Minutes. The copies of the articles of incorporation and the bylaws of each of Company and Bank delivered to Stockmans are true and correct copies of the articles of incorporation and bylaws of Company and Bank, as the case may be, as amended as of the date hereof. Neither Company nor Bank is in violation of any provision of its articles of incorporation or bylaws. Company has delivered to Stockmans copies of the minute books of Company and Bank from January 1, 2004 through the date hereof. The minute books of Company and Bank, including those that will be made available to Stockmans for its review, contain minutes of all meetings and all consents evidencing actions taken without a meeting by its Board of Directors (and any committees thereof) and by its shareholders that are accurate in all material respects. Notwithstanding the foregoing, minutes of executive sessions conducted by the boards and committees of Company and Bank will not be provided to Stockmans, and minutes provided will be redacted to eliminate confidential strategic discussions.
Articles of Incorporation, Bylaws, Minutes. The copies of the Articles of Incorporation, as amended, and the Bylaws of L-B Bank delivered to Umpqua are true, correct and complete copies of existing Articles of Incorporation and Bylaws of L-B Bank, as amended to date. L-B Bank is not in violation of any provision of its Articles of Incorporation or Bylaws. The minute book of L-B Bank, which has been or will be made available to Umpqua for its review, contains accurate and complete minutes of all meetings and all consents evidencing actions taken without a meeting by its Board of Directors (and any committees thereof) and by its shareholders. No Holding Company, Joint Venture, or Other Subsidiaries. Other than as set forth on Schedule 4.5, no corporation or other entity is registered or, to the knowledge of L-B Bank, is required to be registered as a bank holding company under the Bank Holding Company Act of 1956, as amended, because of ownership or control of L-B Bank. Except as set forth on Schedule 4.5, L-B Bank does not, directly or indirectly, own or control, either by power to control the investment or power to vote, any shares of capital stock of any other corporation or entity, other than shares held in a fiduciary or custodial capacity in the ordinary course of business, and shares representing less than five percent of the outstanding shares of such corporation acquired in partial or full satisfaction of debts previously contracted. L-B Bank is not a part of any joint venture, or general or limited partnership, or a member of any unincorporated association. Shareholder Reports. L-B Bank has made available to Umpqua copies of all of L-B Bank's reports and other communications to stockholders since January 1, 2000, including all proxy statements and notices of shareholder meetings. Until the Effective Date, L-B Bank will furnish to Umpqua copies of all future communications within two days such materials are first sent by L-B Bank to stockholders.
Articles of Incorporation, Bylaws, Minutes. The copies of the Articles of Incorporation, as amended, and the Bylaws of each of Umpqua and Umpqua Bank delivered to L-B Bank are true, correct and complete copies of existing Articles of Incorporation and Bylaws of Umpqua and Umpqua Bank, as the case may be, as amended to date. Neither Umpqua nor Umpqua Bank is in violation of any provision of its Articles of Incorporation or Bylaws. The minute books of Umpqua and Umpqua Bank which have been or will be made available to L-B Bank for its review contain accurate and complete minutes of all meetings and all consents evidencing actions taken without a meeting by its Board of Directors (and any committees thereof) and by its shareholders. No Adverse Changes. Except as set forth in Schedule 5.5, since June 30, 2001, (a) there has been no material adverse change in the business, assets, earnings, operation or condition (financial or otherwise) of Umpqua; (b) no cash, stock or other dividends, or other distributions with respect to capital stock, have been declared or paid by Umpqua, nor has Umpqua purchased or redeemed any of its shares; and (c) there has not been any damage, destruction or loss (whether or not covered by insurance) materially and adversely affecting any asset material to Umpqua. As of the Effective Date, Umpqua will have no obligations or liabilities of any nature, whether absolute, accrued, contingent or otherwise, in excess of $250,000 individually, or $500,000 in the aggregate, other than:
Articles of Incorporation, Bylaws, Minutes. The Company has delivered or will prior to Closing deliver to Purchaser true and complete copies of its Articles of Incorporation and Bylaws.
