Common use of Authorized and Effective Agreement Clause in Contracts

Authorized and Effective Agreement. (a) The Company has all requisite corporate power and authority to enter into this Agreement and (subject to receipt of all necessary governmental approvals and the approval of the Company's shareholders of this Agreement) to perform all of its obligations under this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action in respect thereof on the part of the Company, except for the approval of this Agreement by the Company's shareholders. This Agreement has been duly and validly executed and delivered by the Company and, assuming due authorization, execution and delivery by the Acquiror, constitutes a legal, valid and binding obligation of the Company which is enforceable against the Company in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency and other laws of general applicability relating to or affecting creditors' rights and to general equity principles.

Appears in 3 contracts

Samples: Stock Option Agreement (First Financial Corp of Western Maryland), Agreement and Plan of Merger (Tappan Zee Financial Inc), Agreement and Plan of Merger (Usb Holding Co Inc)

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Authorized and Effective Agreement. (a) The Company Seller has all requisite corporate power and authority to enter into this Agreement and (subject to receipt of all necessary governmental approvals and the approval of the CompanySeller's shareholders of this Agreement) to perform all of its respective obligations under this Agreementhereunder. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized, advised and validly authorized approved by all necessary corporate action in respect thereof on the part of the CompanySeller, except for the approval of this Agreement by the CompanySeller's shareholders. This Agreement has been duly and validly executed and delivered by the Company Seller and, assuming due authorization, execution and delivery by the AcquirorBuyer, constitutes a legal, valid and binding obligation of the Company which is Seller, enforceable against the Company Seller in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency and other laws of general applicability relating to or affecting creditors' rights and to general equity principles.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (SFS Bancorp Inc), Agreement and Plan of Merger (Hudson River Bancorp Inc)

Authorized and Effective Agreement. (a) The Company has all requisite corporate power and authority to enter into this Agreement and (subject to receipt of all necessary governmental approvals and the approval of the Company's shareholders of this Agreement) to perform all of its obligations under this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action in respect thereof on the part of the Company, except for the approval of this Agreement by the Company's shareholders. This Agreement has been duly and validly executed and delivered by the Company and, assuming due authorization, execution and delivery by the AcquirorPeoples, constitutes a legal, valid and binding obligation of the Company which is enforceable against the Company in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency and other laws of general applicability relating to or affecting creditors' rights and to general equity principles.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Peoples Community Bancorp Inc /De/)

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Authorized and Effective Agreement. (a) The Company has all requisite corporate power and authority to enter into this Agreement and (subject to receipt of all necessary governmental approvals and the approval of the Company's shareholders stockholders of this Agreement) to perform all of its obligations under this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action in respect thereof on the part of the Company, except for the approval of this Agreement by the Company's shareholdersstockholders. This Agreement has been duly and validly executed and delivered by the Company and, assuming due authorization, execution and delivery by the AcquirorPHFG, constitutes a legal, valid and binding obligation of the Company which is enforceable against the Company in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency and other laws of general applicability relating to or affecting creditors' rights and to general equity principles.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Peoples Heritage Financial Group Inc)

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