Authorization; No Violations. The execution and delivery of this Agreement by Parent and the performance of Parent’s obligations hereunder have been duly and validly authorized by the board of directors of Parent (the “Parent Board”), do not violate or conflict with the certificate of incorporation or by-laws of Parent, the Delaware General Corporation Law, as amended, or any Applicable Law, court order or decree to which Parent is a party or subject, or by which Parent is bound, and require no further corporate or stockholder approval on the part of Parent. Subject to receipt of the consents or approvals set forth in Schedule 3.4, the execution and delivery of this Agreement by Parent and the performance of Parent’s obligations hereunder do not and will not result in any default or give rise to any right of termination, cancellation or acceleration under any material note, bond, mortgage, indenture or other agreement by which Parent is bound. This Agreement, when executed and delivered, and subject to the matters described in Section 3.4, will be a valid, binding and enforceable obligation of each of Parent, subject to applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors generally and to general principles of equity.
Authorization; No Violations. The execution and delivery of this Agreement by Xxxxxx and the performance of Parent’s obligations hereunder have been duly and validly authorized by the board of directors of Parent (the “Parent Board”), do not violate or conflict with the certificate of incorporation or by-laws of Parent, the Delaware General Corporation Law, as amended, or any Applicable Law, court order or decree to which Parent is a party or subject, or by which Parent is bound, and require no further corporate or stockholder approval on the part of Parent. Subject to receipt of the consents or approvals set forth in Schedule 3.4, the execution and delivery of this Agreement by Xxxxxx and the performance of Parent’s obligations hereunder do not and will not result in any default or give rise to any right of termination, cancellation or acceleration under any material note, bond, mortgage, indenture or other agreement by which Parent is bound. This Agreement, when executed and delivered, and subject to the matters described in Section 3.4, will be a valid, binding and enforceable obligation of Parent, subject to applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors generally and to general principles of equity. The execution and delivery of this Agreement by Xxxxxx Sub and the performance of Xxxxxx Sub’s obligations hereunder have been duly and validly authorized by the sole member of Merger Sub, do not violate or conflict with the certificate of formation or operating agreement of Merger Sub, any Applicable Law, court order or decree to which Merger Sub is a party or subject, or by which Merger Sub is bound, and require no further limited liability company or member approval on the part of Merger Sub. Parent, in its capacity as sole member of Merger Sub, has approved this Agreement and the Merger. Subject to the receipt of the consents or approvals set forth in Schedule 3.4, the execution and delivery of this Agreement by Xxxxxx Sub and the performance of Merger Sub’s obligations hereunder do not and will not result in any default or give rise to any right of termination, cancellation or acceleration under any material note, bond, mortgage, indenture or other agreement by which Merger Sub is bound. This Agreement, when executed and delivered, and subject to the matters described in Section 3.4, will be a valid, binding and enforceable obligation of Merger Sub, subject to applicable bankruptcy, insolvency, reorganization, moratorium or simila...
Authorization; No Violations. (a) The Company has full corporate power and authority to issue the Shares and to execute, deliver and perform this Agreement, the Note and the Security Agreement to which it is a party. Except as set forth in Schedule 3.2, the issuance of the Shares by the Company and the execution and delivery of this Agreement, the Note and the Security Agreement to which it will be a party and the consummation of the transactions contemplated hereby and thereby have been duly approved by the Board of Directors of the Company, and no other corporate action on the part of the Company is necessary to authorize and approve the issuance of the Shares, the execution and delivery of this Agreement, the Note or the Security Agreement to which it will be a party or the consummation of the transactions contemplated hereby and thereby. This Agreement has been duly executed and delivered by the Company and constitutes, and upon execution and delivery each of the Note and the Security Agreement to which the Company will be a party will constitute, the valid and binding agreement of the Company enforceable in accordance with its respective terms, except as such enforceability may be limited by applicable bankruptcy laws and any other similar laws affecting the rights and remedies of creditors generally and by general principles of equity.
Authorization; No Violations. The execution and delivery of this Agreement by Parent and the performance of Parent’s obligations hereunder have been duly and validly authorized by the board of directors of Parent (the “Parent Board”), do not violate or conflict with the certificate of incorporation or by-laws of Parent, the DGCL or any Applicable Law, court order or decree to which Parent is a party or subject, or by which Parent is bound, and require no further corporate or stockholder approval on the part of Parent, other than the requisite approval of this Agreement, the Merger and the Parent Stock Issuance by the stockholders of Parent (the “Parent Stockholder Approval”). Subject to receipt of the consents or approvals set forth in Schedule 3.5, the execution and delivery of this Agreement by Parent and the performance of Parent’s obligations hereunder do not and will not result in any default or give rise to any right of termination, cancellation or acceleration under any material note, bond, mortgage, indenture or other agreement by which Parent is bound. This Agreement, when executed and delivered, and subject to the matters described in Section 3.5, will be a valid, binding and enforceable obligation of each of Parent, subject to applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors generally and to general principles of equity. The only votes of holders of any class or series of Company capital stock necessary to approve this Agreement and the Merger are the holders of a majority of the outstanding shares of Parent Common Stock.
Authorization; No Violations. The execution and delivery of this Agreement and the performance of First Community and the Wholly Owned Bank’s obligations hereunder have been duly and validly authorized by the board of directors of First Community and the Wholly Owned Bank, do not violate or conflict with the articles of incorporation or by-laws of First Community, the charter or by-laws of the Wholly Owned Bank, the Illinois Business Corporation Act (the “Illinois BCA”), the Illinois Banking Act, or any applicable law, court order or decree to which First Community or the Wholly Owned Bank is a party or subject, or by which First Community or the Wholly Owned Bank is bound, and require no further corporate or shareholder approval on the part of First Community. Except as set forth on Schedule 4.4, the execution and delivery of this Agreement and the performance of First Community and the Wholly Owned Bank’s obligations hereunder do not and will not result in any default or give rise to any right of termination, cancellation or acceleration under any material note, bond, mortgage, indenture or other agreement by which First Community or the Wholly Owned Bank is bound. This Agreement, when executed and delivered, and subject to the regulatory approval described in Section 4.4, will be a valid, binding and enforceable obligation of First Community and the Wholly Owned Bank, subject to applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors generally and to general principles of equity.
Authorization; No Violations. The execution, delivery and performance by the Borrower of each of the Loan Documents to which it is a party and the borrowings hereunder by the Borrower (collectively, the "Transactions") (a) have been duly authorized by all requisite action, including, if required, stockholder action on the part of the Borrower, and (b) will not (i) violate (A) any provision of law, statute, rule or regulation, or of the certificate or articles of incorporation or other constitutive documents or by-laws of the Borrower or any Subsidiary, (B) any order of any Governmental Authority or (C) any provision of any indenture, agreement or other instrument to which the Borrower or any Subsidiary is a party or by which any of them or any of their property is or may be bound, (ii) be in conflict with, result in a breach of or constitute (alone or with notice or lapse of time or both) a default under any such indenture, agreement or other instrument or (iii) result in the creation or imposition of any Lien upon or with respect to any property or assets now owned or hereafter acquired by the Borrower or any Subsidiary.
Authorization; No Violations. The execution, delivery and performance of this Agreement, the Mezzanine Note, and the other Mezzanine Loan Documents and Related Documents by Borrower or any of its Subsidiaries, as the case may be, (i) are within the powers and authority of Borrower and each such Subsidiary, (ii) have been duly authorized by proper proceedings, (iii) do not and will not contravene in any material respect any provision of applicable law or Borrower’s or any of the Subsidiary’s organizational documents or governing documents or any amendment thereof or any indenture or agreement to which Borrower or any of its Subsidiaries is a party or of any other indenture or agreement or any order, regulation, ruling or requirement of a court or public body or authority by which Borrower or any of its Subsidiaries is bound and of which Borrower is aware, (iv) give rise to a right to (or otherwise) terminate, accelerate the maturity of, or increase any payment due under, or conflict with or result in any breach of or any default under, any note, bond, mortgage, indenture, license, agreement or other instrument applicable to Borrower; and (v) will not result in, or require the creation or imposition of, any Lien or encumbrance on the property or revenues of Borrower or any of its Subsidiaries (other than Liens permitted by this Agreement). This Agreement, the Mezzanine Note, the other Mezzanine Loan Documents to which Borrower or any of its Subsidiaries is a party and the Related Documents have been executed and delivered by Borrower and each such Subsidiary and constitute legal, valid and binding obligations of Borrower and each such Subsidiary, enforceable against Borrower and each such Subsidiary in accordance with their respective terms.
Authorization; No Violations. 6.2.1. The execution and delivery by the Purchaser of this Agreement and the Ancillary Agreements and the performance by it of the Transaction have been (or, in the case of the Ancillary Agreements, will have been at the Closing Date) duly authorized by all necessary corporate action. Assuming valid execution by the other parties thereto, this Agreement and each of the Ancillary Agreements to which the Purchaser is a party hereunder, constitutes (or will constitute when signed) a valid and binding agreement of the Purchaser, enforceable against it in accordance with the terms hereof or thereof, subject to the Enforceability Exception.
Authorization; No Violations. The execution and delivery of this Agreement by Wintrust and Merger Co. and the performance of Wintrust’s and Merger Co.’s obligations hereunder have been duly and validly authorized by the Board of Directors of Wintrust and the Board of Managers of Merger Co., and by Wintrust as the sole member of Merger Co., do not violate or conflict with the articles of incorporation or by-laws of Wintrust, the articles of organization or operating agreement of Merger Co., the Illinois Act or any applicable law, court order or decree to which Wintrust or Merger Co. is a party or subject, or by which Wintrust or Merger Co. is bound, and require no further corporate, limited liability company, shareholder or member approval, as applicable, on the part of Wintrust or Merger Co. Subject to receipt of the consents or approvals set forth on Schedule 3.4, the execution and delivery of this Agreement by Wintrust and Merger Co. and the performance of Wintrust’s and Merger Co.’s obligations hereunder do not and will not result in any default or give rise to any right of termination, cancellation or acceleration under any material note, bond, mortgage, indenture or other agreement by which Wintrust or Merger Co. is bound. This Agreement, when executed and delivered, and subject to the matters described in Section 3.4, will be a valid, binding and enforceable obligation of each of Wintrust and Merger Co., subject to applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors generally and to general principles of equity.
Authorization; No Violations. The execution and delivery of this Agreement and the performance of First Community obligations hereunder have been duly and validly authorized by the board of directors of First Community, do not violate or conflict with the articles of incorporation or by-laws of First Community, the Illinois Business Corporation Act (the “Illinois BCA”), the Illinois Banking Act, or any applicable law, court order or decree to which First Community is a party or subject, or by which First Community is bound, and require no further corporate or shareholder approval on the part of First Community. Except as set forth on Schedule 4.4, the execution and delivery of this Agreement and the performance of First Community’s obligations hereunder do not and will not result in any default or give rise to any right of termination, cancellation or acceleration under any material note, bond, mortgage, indenture or other agreement by which First Community. This Agreement, when executed and delivered, and subject to the regulatory approval described in Section 4.4, will be a valid, binding and enforceable obligation of First Community, subject to applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors generally and to general principles of equity.
