AUTHORITY APPROVALS Clause Samples

AUTHORITY APPROVALS. (a) BFST has the requisite corporate power and authority to execute and deliver this Agreement and any related documents to which it is a party and perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. This Agreement has been duly executed and delivered by BFST and is a duly authorized, valid, legally binding agreement of BFST enforceable against BFST in accordance with its terms, subject to the effect of bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors’ rights generally and general equitable principles. (b) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly, validly and unanimously approved by the board of directors of BFST. No further corporate proceedings on the part of BFST are necessary to execute and deliver this Agreement or the related documents and to consummate the transactions contemplated hereby or thereby. (c) Section 4.3(c) of the BFST Disclosure Schedules lists all governmental and any other consents, approvals, authorizations, applications, filings, notices, registrations and qualifications that are required to be made or obtained by BFST or any of its Subsidiaries in connection with or for the consummation of the transactions contemplated by this Agreement, including the Merger and the Bank Merger (collectively, the “BFST Regulatory Approvals” and together with the Oakwood Regulatory Approvals, the “Regulatory Approvals”). Other than the federal and state securities filings, including the Registration Statement on Form S-4, to be filed with the SEC under the Securities Act (the “Registration Statement”), and the BFST Regulatory Approvals, no consents or approvals of or filings or registrations with any Governmental Body or with any other Person are necessary in connection with the execution and delivery by (i) BFST of this Agreement, or (ii) b1BANK of the Bank Merger Agreement.

AUTHORITY APPROVALS. DATA SECURITY ..........................................................................................................

AUTHORITY APPROVALS. Except as otherwise indicated elsewhere in this Agreement, wherever in this Agreement approvals are required to be given or received by Authority, it is understood that the CEO, or a designee of the CEO, is hereby empowered to act on behalf of Authority.

AUTHORITY APPROVALS. (a) The execution and delivery of this Agreement by the Partnership, the consummation by the Partnership of each of the transactions and the performance by the Partnership of each of its obligations contemplated hereby have been duly and properly authorized by all necessary partnership action on the part of the Partnership. This Agreement has been duly executed and delivered by the Partnership and, assuming the accuracy of the representations and warranties of the Holder in Section 2 hereof, constitutes the valid and legally binding obligation of the Partnership, enforceable against it in accordance with its terms, subject, (i) as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors’ rights and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (ii) to equitable principles of general applicability relating to the availability of specific performance, injunctive relief, or other equitable remedies. (b) The execution and delivery of this Agreement by the Partnership and the consummation of each of the transactions and the performance of each of the obligations contemplated hereby (i) do not conflict with, violate or breach (whether with or without notice or a lapse of time or both), require the consent of any Person to or otherwise result in a material detriment to the Partnership under, (A) its organizational documents or (B) any agreement to which it is a party or by which its assets or property is bound or any law or order applicable to it, in the case of clause (B), which conflicts, violations, breaches or material detriments could reasonably be expected to prevent the consummation of any of the transactions contemplated hereby or have a material adverse effect on the business, properties or condition (financial or otherwise) of the Partnership; and (ii) do not impose any penalty or other onerous condition on the Partnership that could reasonably be expected to prevent the consummation of any of the transactions contemplated hereby. (c) No approval from any Governmental Entity is required with respect to the Partnership in connection with the execution and delivery by the Partnership of this Agreement, the performance by the Partnership of its obligations hereunder or the consummation by the Partnership of the transactions contemplated hereby, except (i) as have been obtained...

AUTHORITY APPROVALS. Except as otherwise specifically indicated elsewhere in this Contract, wherever in this Contract approvals are required to be given or received by Authority, it is understood that the Chief Executive Officer, or designee, is hereby empowered to act on behalf of Authority.

AUTHORITY APPROVALS. (a) Progressive has the requisite corporate power and authority to execute and deliver this Agreement and any related documents to which it is a party and, subject to receipt of the Progressive Shareholder Approval, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. This Agreement has been duly executed and delivered by Progressive and, assuming the due authorization, execution and delivery hereof by BFST, is a duly authorized, valid, legally binding agreement of Progressive, enforceable against Progressive in accordance with its terms, subject to the effect of bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors’ rights generally and general equitable principles. (b) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly, validly and unanimously approved by the board of directors of Progressive. The board of directors of Progressive has (i) determined that this Agreement and the transactions contemplated hereby are advisable and in the best interests of Progressive and its shareholders, (ii) directed that this Agreement be submitted to Progressive’s shareholders for approval and adoption and (iii) resolved to recommend to Progressive’s shareholders that they approve this Agreement and the transactions contemplated by this Agreement. Except for the Progressive Shareholder Approval (as defined herein), no further corporate proceedings on the part of Progressive are necessary for Progressive to execute and deliver this Agreement or the related documents to which it is a party and to consummate the transactions contemplated hereby or thereby. (c) Section 3.3(c) of the Progressive Disclosure Schedules lists all consents, approvals, authorizations, applications, filings, notices, registrations and qualifications of any Governmental Body that are required to be made or obtained by Progressive or any of its Subsidiaries in connection with or for the consummation of the transactions contemplated by this Agreement, including the Merger and the Bank Merger, and any filings by Progressive with the SEC or the OFI or under the LBCA or any other applicable law with respect to the change in control of Progressive and Progressive Bank or BFST’s or b1BANK’s acquisition of Progressive and Progressive Bank (collectively, the “Progressive Regulatory Approvals”).

AUTHORITY APPROVALS. (a) ▇▇▇▇▇▇▇ has the requisite corporate power and authority to execute and deliver this Agreement and any related documents to which it is a party and, subject to the Oakwood Shareholder Approval, perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. This Agreement has been duly executed and delivered by ▇▇▇▇▇▇▇ and, assuming due authorization, execution and delivery by BFST, is a duly authorized, valid, legally binding agreement of Oakwood enforceable against Oakwood in accordance with its terms, subject to the effect of bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors’ rights generally and general equitable principles. (b) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly, validly and unanimously approved by the board of directors of Oakwood. The board of directors of Oakwood has (i) determined that this Agreement and the transactions contemplated hereby are advisable and in the best interests of Oakwood and its shareholders, (ii) directed that this Agreement be submitted to ▇▇▇▇▇▇▇’s shareholders for approval and adoption, and (iii) resolved to recommend to Oakwood’s shareholders that they approve this Agreement and the transactions contemplated by this Agreement. Except for the Oakwood Shareholder Approval (as defined herein), no further corporate proceedings on the part of Oakwood are necessary for Oakwood to execute and deliver this Agreement or the related documents to which it is a party and to consummate the transactions contemplated hereby or thereby. (c) Section 3.3(c) of the Oakwood Disclosure Schedules lists all governmental and any other consents, approvals, authorizations, applications, filings, notices, registrations and qualifications that are required to be made or obtained by Oakwood or any of its Subsidiaries in connection with or for the consummation of the transactions contemplated by this Agreement, including the Merger and the Bank Merger, and any filings with the SEC or the TDB with respect to the change in control, or BFST’s or b1BANK’s acquisition, the TBOC or any other applicable law (collectively, the “Oakwood Regulatory Approvals”). Other than federal and state securities laws and the Oakwood Regulatory Approvals, no consents or approvals of or filings or registrations with any Governmental Body (as defined herein) or with any other Person are necess...

AUTHORITY APPROVALS. Except as otherwise specifically indicated elsewhere in this Supplemental Contract, wherever in this Supplemental Contract approvals are required to be given or received by Authority, it is understood that the CEO, or designee, is hereby empowered to act on behalf of Authority.

AUTHORITY APPROVALS. Unless otherwise specified, any approval required by the Authority under this Agreement may be given by the Authority Representative.