Common use of Authority; No Breach By Agreement Clause in Contracts

Authority; No Breach By Agreement. (a) Xxxxxxx has the corporate power and authority necessary to execute, deliver and perform its obligations under this Agreement and, subject to approval by its stockholders, to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein, including the Merger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of Xxxxxxx, subject to the approval of this Agreement by the holders of at least a majority of the outstanding shares of Xxxxxxx Common Stock, which is the only shareholder vote required for approval of this Agreement and consummation of the Merger by Xxxxxxx. Subject to such requisite shareholder approval and Consents of applicable Regulatory Authorities, this Agreement represents a legal, valid and binding obligation of Xxxxxxx, enforceable against Xxxxxxx in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought).

Authority; No Breach By Agreement. (a) Xxxxxxx CBC has the corporate power and authority necessary to execute, deliver and perform its obligations under this Agreement and, subject to approval by its stockholders, and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein, including the Merger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of XxxxxxxCBC, subject to the approval of this Agreement and the transactions contemplated hereby by the holders of at least a majority of the outstanding shares of Xxxxxxx Surviving Corporation Common Stock, which is the only shareholder vote required for approval of this Agreement and consummation of the Merger by XxxxxxxCBC. Subject to such requisite shareholder approval and Consents any approvals required of applicable Regulatory Authorities, this Agreement represents a legal, valid and binding obligation of XxxxxxxCBC, enforceable against Xxxxxxx CBC in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium moratorium, or similar Laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought). CBC has reserved for issuance 842,374 shares of Surviving Corporation Common Stock for consummation of the Merger and for issuance pursuant to FSB Options.

Authority; No Breach By Agreement. (a) Xxxxxxx PALFED has the corporate power and authority necessary to execute, deliver deliver, and perform its obligations under this Agreement and, subject to approval by its stockholders, and to consummate the transactions contemplated hereby, subject to the approval of this Agreement by the holders of two-thirds of the outstanding shares of PALFED Common Stock. The execution, delivery delivery, and performance of this Agreement and the consummation of the transactions contemplated herein, including the Merger, have been or will be duly and validly authorized by all necessary corporate action in respect thereof on the part of XxxxxxxPALFED, subject to the approval of this Agreement by the holders of at least a majority two-thirds of the issued and outstanding shares of Xxxxxxx PALFED Common Stock, which is the only shareholder vote required for approval of this Agreement and consummation of the Merger by Xxxxxxx. Subject to such requisite shareholder approval and Consents of applicable Regulatory Authoritiesstockholder approval, this Agreement represents a legal, valid valid, and binding obligation of XxxxxxxPALFED, enforceable against Xxxxxxx PALFED in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium receivership, conservatorship, moratorium, or similar Laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought).

Authority; No Breach By Agreement. (a) Xxxxxxx FSB has the corporate power and authority necessary to execute, deliver and perform its obligations under this Agreement and, subject to approval by its stockholders, and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein, including the Merger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of XxxxxxxFSB, subject to the approval of this Agreement and the transactions contemplated hereby by the holders of at least a majority of the outstanding shares of Xxxxxxx FSB Common Stock, which is the only shareholder vote required for approval of this Agreement and consummation of the Merger by XxxxxxxFSB. Subject to such requisite shareholder approval and Consents any approvals required of applicable Regulatory Authorities, this Agreement represents a legal, valid and binding obligation of XxxxxxxFSB, enforceable against Xxxxxxx FSB in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium moratorium, or similar Laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought).

Authority; No Breach By Agreement. (a) Xxxxxxx Acsys has the corporate power and authority necessary to execute, deliver and perform its obligations under this Agreement and, subject to approval by its stockholders, and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein, including the Merger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of XxxxxxxAcsys, subject to the approval of this Agreement the issuance of the shares of Acsys Common Stock pursuant to the Merger by the holders of at least a majority of the outstanding shares of Xxxxxxx Common Stockvotes cast at the Shareholders' Meeting, which to the extent such approval is required under the only shareholder vote required for approval of this Agreement rules and consummation regulations of the Merger by XxxxxxxNasdaq Stock Market. Subject to such requisite shareholder approval and Consents of applicable Regulatory Authoritiesapproval, this Agreement represents a legal, valid valid, and binding obligation of XxxxxxxAcsys, enforceable against Xxxxxxx Acsys in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium receivership, conservatorship, moratorium, or similar Laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought).

Authority; No Breach By Agreement. (a) Xxxxxxx SourceOne has the corporate power and authority necessary to execute, deliver deliver, and perform its obligations under this Agreement and, subject to approval by its stockholders, and the Agreement of Merger and to consummate the transactions contemplated herebyhereby and thereby. The execution, delivery delivery, and performance of this Agreement Agreement, and the consummation of the transactions contemplated herein, including the Merger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of XxxxxxxSourceOne, subject to the approval of this Agreement and the Agreement of Merger by the holders of at least a majority all of the outstanding shares of Xxxxxxx SourceOne Common Stock, which is the only shareholder vote required for approval of this Agreement and consummation of the Merger by XxxxxxxSourceOne. Subject to such requisite shareholder approval and Consents of applicable Regulatory Authoritiesapproval, this Agreement represents a legal, valid valid, and binding obligation of XxxxxxxSourceOne, enforceable against Xxxxxxx SourceOne in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium receivership, conservatorship, moratorium, or similar Laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought).

Authority; No Breach By Agreement. (a) Xxxxxxx UPC has the corporate power and authority necessary to execute, deliver deliver, and perform its obligations under this Agreement and, subject to approval by its stockholders, and to consummate the transactions contemplated hereby. The execution, delivery delivery, and performance of this Agreement and the consummation of the transactions contemplated herein, including the Merger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of XxxxxxxUPC, subject to the approval of this Agreement the UPC Charter Amendment by the holders of at least a majority the requisite number of the outstanding shares of Xxxxxxx UPC Common StockStock required by Law, which is the only shareholder stockholder vote required for approval of this Agreement and the consummation of the Merger by XxxxxxxUPC. Subject to such requisite shareholder approval and Consents of applicable Regulatory Authoritiesstockholder approval, this Agreement represents a legal, valid valid, and binding obligation of XxxxxxxUPC, enforceable against Xxxxxxx UPC in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium receivership, conservatorship, moratorium, or similar Laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought).

Authority; No Breach By Agreement. (a) Xxxxxxx Xxxxxx Xxxxxxxx has the corporate power and authority necessary to execute, deliver and perform its obligations under this Agreement and, subject to approval by its stockholders, and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein, including the Merger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of XxxxxxxXxxxxx Xxxxxxxx, subject to the approval of this Agreement by the holders of at least a majority of the outstanding shares of Xxxxxxx Xxxxxx Xxxxxxxx Common Stock, which is the only shareholder vote required for approval of this Agreement and consummation of the Merger by XxxxxxxXxxxxx Xxxxxxxx. Subject to such requisite shareholder approval and Consents of applicable Regulatory Authoritiesapproval, this Agreement represents a legal, valid and binding obligation of XxxxxxxXxxxxx Xxxxxxxx, enforceable against Xxxxxxx Xxxxxx Xxxxxxxx in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium moratorium, or similar Laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought).