Common use of Contravention Clause in Contracts

Contravention. Manhattan has the requisite corporate power and authority to enter into this Agreement and to carry out its obligations hereunder. The execution and delivery of this Agreement by Manhattan and the consummation by Manhattan of the transactions contemplated hereby have been duly authorized by the Board of Directors of Manhattan and, except for approval of this Agreement and the Merger by the requisite vote of Manhattan's stockholders (the "Requisite Manhattan Stockholder Vote"), no other corporate proceedings on the part of Manhattan are necessary to authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by Manhattan and, assuming it is a valid and binding obligation of Atlantic and MPAC, constitutes a valid and binding obligation of Manhattan enforceable in accordance with its terms except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors' rights and remedies generally. Except as set forth in Schedule 3.2, Manhattan is not subject to, or obligated under, any provision of (a) its Certificate of Incorporation or Bylaws, (b) any agreement, arrangement or understanding, (c) any license, franchise or permit or (d) subject to obtaining the approvals referred to in the next sentence, any law, regulation, order, judgment or decree, which would conflict with, be breached or violated, or in respect of which a right of termination or acceleration or any security interest, charge or encumbrance on any of its assets would be created, by the execution, delivery or performance of this Agreement, or the consummation of the transactions contemplated hereby, other than any such conflicts, breaches, violations, rights of termination or acceleration or security interests, charges or encumbrances which, in the aggregate, could not reasonably be expected to result in a Material Adverse Effect on Manhattan or the Surviving Company. Except for (a) approvals under applicable Blue Sky laws, (b) the filing of the Certificate of Merger with the Secretary of State of Delaware, and (c) such filings, authorizations or approvals as may be set forth in Schedule 3.2, no authorization, consent or approval of, or filing with, any public body, court or authority is necessary on the part of Manhattan for the consummation by Manhattan of the transactions contemplated by this Agreement, except for such authorizations, consents, approvals and filings as to which the failure to obtain or make the same would not, in the aggregate, reasonably be expected to have a Material Adverse Effect on Manhattan or the Surviving Company or adversely affect the consummation of the transactions contemplated hereby.

Contravention. Manhattan The Company has the requisite corporate power and authority to enter into this Agreement and to carry out its obligations hereunder. The execution and delivery of this Agreement by Manhattan the Company and the consummation by Manhattan the Company of the transactions contemplated hereby have been duly authorized by the Board of Directors of Manhattan the Company and, except for approval of this Agreement and the Merger by the requisite vote of Manhattanthe Company's stockholders shareholders (the "Requisite Manhattan Stockholder Company Shareholder Vote"), no other corporate proceedings on the part of Manhattan the Company are necessary to authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by Manhattan and, assuming it is a valid the Company and binding obligation of Atlantic and MPAC, constitutes a valid and binding obligation of Manhattan the Company enforceable in accordance with its terms terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors' rights and remedies generally. Except as set forth in Schedule 3.2, Manhattan the Company is not subject to, or obligated under, any provision of (a) its Certificate Articles of Incorporation or Bylaws, (b) any agreement, arrangement or understanding, (c) any license, franchise or permit or (d) subject to obtaining the approvals referred to in the next sentence, any law, regulation, order, judgment or decree, which would conflict with, be breached or violated, or in respect of which a right of termination or acceleration or any security interest, charge or encumbrance on any of its assets would be created, by the execution, delivery or performance of this Agreement, or the consummation of the transactions contemplated hereby, other than any such conflicts, breaches, violations, rights of termination or acceleration or security interests, charges or encumbrances which, in the aggregate, could not reasonably be expected to result in a Material Adverse Effect on Manhattan the Company or the Surviving Company. Except for (a) approvals under applicable Blue Sky laws, (b) the filing of the Certificate Articles of Merger with the Secretary of State of DelawareMinnesota, and (c) such filings, authorizations or approvals as may be set forth in Schedule 3.2, no authorization, consent or approval of, or filing with, any public body, court or authority is necessary on the part of Manhattan the Company for the consummation by Manhattan the Company of the transactions contemplated by this Agreement, except for such authorizations, consents, approvals and filings as to which the failure to obtain or make the same would not, in the aggregate, reasonably be expected to have a Material Adverse Effect on Manhattan the Company or the Surviving Company or adversely affect the consummation of the transactions contemplated hereby.

Contravention. Manhattan Each of Pubco and Merger Sub has the requisite corporate power and authority to enter into this Agreement Agreement, and to carry out its obligations hereunder. The execution and delivery of this Agreement by Manhattan Pubco and Merger Sub, and the consummation by Manhattan Pubco and Merger Sub of the transactions contemplated hereby have been duly authorized by the Board boards of Directors directors of Manhattan and, except Pubco and Merger Sub. Except for approval of this Agreement and the Merger by Pubco (as the requisite vote sole stockholder of Manhattan's stockholders (Merger Sub) in accordance with the "Requisite Manhattan Stockholder Vote")DGCL and the certificate of incorporation and bylaws of Merger Sub, no other corporate proceedings on the part of Manhattan Pubco or Merger Sub are necessary to authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated herebyhereby or will otherwise be sought by Pubco. This Agreement has been duly executed and delivered by Manhattan Pubco and Merger Sub and, assuming it is a valid and binding obligation of Atlantic and MPACthe Company, constitutes a valid and binding obligation of Manhattan Pubco and Merger Sub enforceable in accordance with its terms terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors' rights and remedies generally. Except as set forth in Schedule 3.2, Manhattan neither Pubco nor any of the Pubco Subsidiaries is not subject to, or nor obligated under, any provision of (a) its Certificate articles or certificate of Incorporation incorporation or Bylawsbylaws, (b) any agreement, arrangement or understanding, (c) any license, franchise or permit or permit, nor (d) subject to obtaining the approvals referred to in the next sentence, any law, regulation, order, judgment or decree, which would conflict with, be breached or violated, or in respect of which a right of termination or acceleration or any security interest, charge or encumbrance on any of its assets would be created, by the execution, delivery or performance of this Agreement, Agreement or the consummation of the transactions contemplated hereby, other than any such conflicts, breaches, violations, rights of termination or acceleration or security interests, charges or encumbrances which, in the aggregate, could not reasonably be expected to result in have a Material Adverse Effect on Manhattan Pubco or the Surviving Companyany Pubco Subsidiaries. Except for (ai) approvals under applicable Blue Sky blue sky laws, (bii) the filing of the Certificate of Merger with the Delaware Secretary of State of DelawareState, and (ciii) such filings, authorizations or approvals as may be set forth in Schedule 3.2, no authorization, consent or approval of, or filing with, any public body, court or authority is necessary on the part of Manhattan Pubco or any Pubco Subsidiary for the consummation by Manhattan Pubco or Merger Sub of the transactions contemplated by this Agreement, except for such authorizations, consents, approvals and filings as to which the failure to obtain or make the same would not, in the aggregate, reasonably be expected to have a Material Adverse Effect on Manhattan Pubco or the Surviving Company or adversely affect the consummation of the transactions contemplated herebyMerger Sub.

Contravention. Manhattan The Company has the requisite corporate power and authority to enter into this Agreement and to carry out its obligations hereunder. The execution and delivery of this Agreement by Manhattan the Company and the consummation by Manhattan the Company of the transactions contemplated hereby have been duly authorized by the Board Company's board of Directors of Manhattan directors and, except for approval of this Agreement and the Merger by the requisite vote of Manhattanthe Company's stockholders shareholders (the "Requisite Manhattan Required Company Stockholder Vote"), no other corporate proceedings on the part of Manhattan the Company are necessary to authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by Manhattan the Company and, assuming it is a valid and binding obligation of Atlantic Equitex and MPACMerger Sub, constitutes a valid and binding obligation of Manhattan the Company enforceable in accordance with its terms terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors' rights and remedies generally. Except as set forth in Schedule 3.22.2, Manhattan the Company is not subject to, or obligated under, any provision of (a) its Certificate certificate of Incorporation incorporation or Bylawsbylaws, (b) any agreement, arrangement or understanding, (c) any license, franchise or permit or (d) subject to obtaining the approvals referred to in the next sentence, any law, regulation, order, judgment or decree, which would conflict with, be breached or violated, or in respect of which a right of termination or acceleration or any security interest, charge or encumbrance on any of its assets would be created, by the execution, delivery or performance of this Agreement, or the consummation of the transactions contemplated hereby, other than any such conflicts, breaches, violations, rights of termination or acceleration or security interests, charges or encumbrances which, in the aggregate, could not reasonably be expected to result in a Material Adverse Effect on Manhattan the Company or the Surviving Company. Except for (ai) approvals under applicable Blue Sky blue sky laws, (bii) the filing of the Certificate of Merger with the Secretary of State of Delaware, and (ciii) such filings, authorizations or approvals as may be set forth in Schedule 3.22.2, no authorization, consent or approval of, or filing with, any public body, court or authority is necessary on the part of Manhattan the Company for the consummation by Manhattan the Company of the transactions contemplated by this Agreement, except for such authorizations, consents, approvals and filings as to which the failure to obtain or make the same would not, in the aggregate, reasonably be expected to have a Material Adverse Effect on Manhattan the Company or the Surviving Company or adversely affect the consummation of the transactions contemplated hereby.

Contravention. Manhattan The Company has the requisite corporate power and authority to enter into this Agreement and to carry out its obligations hereunder. The execution and delivery of this Agreement by Manhattan the Company and the consummation by Manhattan the Company of the transactions contemplated hereby have been duly authorized by the Board Company's board of Directors of Manhattan directors and, except for approval of this Agreement and the Merger by the requisite vote of Manhattanthe Company's stockholders (the "Requisite Manhattan Required Company Stockholder Vote"), no other corporate proceedings on the part of Manhattan the Company are necessary to authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by Manhattan the Company and, assuming it is a valid and binding obligation of Atlantic Pubco and MPACMerger Sub, constitutes a valid and binding obligation of Manhattan the Company enforceable in accordance with its terms terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors' rights and remedies generally. Except as set forth in Schedule 3.22.2, Manhattan the Company is not subject to, or obligated under, any provision of (a) its Certificate certificate of Incorporation incorporation or Bylawsbylaws, (b) any agreement, arrangement or understanding, (c) any license, franchise or permit or (d) subject to obtaining the approvals referred to in the next sentence, any law, regulation, order, judgment or decree, which would conflict with, be breached or violated, or in respect of which a right of termination or acceleration or any security interest, charge or encumbrance on any of its assets would be created, by the execution, delivery or performance of this Agreement, or the consummation of the transactions contemplated hereby, other than any such conflicts, breaches, violations, rights of termination or acceleration or security interests, charges or encumbrances which, in the aggregate, could not reasonably be expected to result in a Material Adverse Effect on Manhattan the Company or the Surviving Company. Except for (ai) approvals under applicable Blue Sky blue sky laws, (bii) the filing of the Certificate of Merger with the Secretary of State of Delawareappropriate state authorities, and (ciii) such filings, authorizations or approvals as may be set forth in Schedule 3.22.2, no authorization, consent or approval of, or filing with, any public body, court or authority is necessary on the part of Manhattan the Company for the consummation by Manhattan the Company of the transactions contemplated by this Agreement, except for such authorizations, consents, approvals and filings as to which the failure to obtain or make the same would not, in the aggregate, reasonably be expected to have a Material Adverse Effect on Manhattan the Company or the Surviving Company or adversely affect the consummation of the transactions contemplated hereby.

Contravention. Manhattan The Company has the requisite corporate power and authority to enter into this Agreement and to carry out its obligations hereunder. The execution and delivery of this Agreement by Manhattan the Company and the consummation by Manhattan the Company of the transactions contemplated hereby have been duly authorized by the Board Company's board of Directors of Manhattan directors and, except for approval of this Agreement and the Merger by the requisite vote of Manhattanthe Company's stockholders shareholders (the "Requisite Manhattan Required Company Stockholder Vote"), no other corporate proceedings on the part of Manhattan the Company are necessary to authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by Manhattan the Company and, assuming it is a valid and binding obligation of Atlantic Pubco and MPACMerger Sub, constitutes a valid and binding obligation of Manhattan the Company enforceable in accordance with its terms terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors' rights and remedies generally. Except as set forth in Schedule 3.22.2, Manhattan the Company is not subject to, or obligated under, any provision of (a) its Certificate certificate of Incorporation incorporation or Bylawsbylaws, (b) any agreement, arrangement or understanding, (c) any license, franchise or permit or (d) subject to obtaining the approvals referred to in the next sentence, any law, regulation, order, judgment or decree, which would conflict with, be breached or violated, or in respect of which a right of termination or acceleration or any security interest, charge or encumbrance on any of its assets would be created, by the execution, delivery or performance of this Agreement, or the consummation of the transactions contemplated hereby, other than any such conflicts, breaches, violations, rights of termination or acceleration or security interests, charges or encumbrances which, in the aggregate, could not reasonably be expected to result in a Material Adverse Effect on Manhattan the Company or the Surviving Company. Except for (ai) approvals under applicable Blue Sky blue sky laws, (bii) the filing of the Certificate of Merger with the Secretary of State of Delaware, and (ciii) such filings, authorizations or approvals as may be set forth in Schedule 3.22.2, no authorization, consent or approval of, or filing with, any public body, court or authority is necessary on the part of Manhattan the Company for the consummation by Manhattan the Company of the transactions contemplated by this Agreement, except for such authorizations, consents, approvals and filings as to which the failure to obtain or make the same would not, in the aggregate, reasonably be expected to have a Material Adverse Effect on Manhattan the Company or the Surviving Company or adversely affect the consummation of the transactions contemplated hereby.

Contravention. Manhattan Standard has the requisite corporate power and authority to enter into this Agreement and to carry out its obligations hereunder. New Bank will have the requisite corporate power and authority to enter into the Articles of Merger and to carry out its obligations thereunder. The execution and delivery of (i) this Agreement by Manhattan Standard and the consummation by Manhattan Standard of the transactions contemplated hereby have been duly authorized by the Board of Directors of Manhattan andStandard and (ii) the Articles of Merger by New Bank and the transactions contemplated thereby will, as of the Effective Date, be duly authorized by the Board of Directors of New Bank, and except for approval of this Agreement Agreement, the Conversion/Reincorporation and the Merger by the requisite vote of ManhattanStandard's stockholders (the "Requisite Manhattan Stockholder Vote")shareholders, no other corporate proceedings on the part of Manhattan Standard or any Standard Subsidiaries are necessary to authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by Manhattan Standard and, assuming it is a valid and binding obligation of Atlantic and MPACTCF, constitutes a valid and binding obligation of Manhattan Standard enforceable in accordance with its terms except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors' rights and remedies generally. Except as set forth in Schedule 3.2, Manhattan none of Standard or any of the Standard Subsidiaries is not subject to, or obligated under, any provision of (a) its Certificate of Incorporation Charter or Bylaws, (b) any agreement, arrangement or understanding, (c) any license, franchise or permit or (d) subject to obtaining the approvals referred to in the next sentence, any law, regulation, order, judgment or decree, which would conflict with, be breached or violated, or in respect of which a right of termination or acceleration or any security interest, charge or encumbrance on any of its assets would be created, by the execution, delivery or performance of this Agreement, the Articles of Merger or the Conversion/Reincorporation or the consummation of the transactions contemplated herebyhereby or thereby, other than any such conflicts, breaches, violations, rights of termination or acceleration or security interests, charges or encumbrances whichwhich will not, in the aggregate, could not reasonably be expected to result in have a Material Adverse Effect on Manhattan or the Surviving CompanyStandard. Except for (a) the filings, notices, consents and approvals under applicable Blue Sky laws, described in Section 2.2 hereof and (b) the filing of the Certificate of Merger with the Secretary of State of Delaware, and (c) such filings, authorizations or approvals as may be set forth in Schedule 3.2, no authorization, consent or approval of, or filing with, any public body, court or authority is necessary on the part of Manhattan Standard or any of the Standard Subsidiaries for the consummation by Manhattan Standard or any of the Standard Subsidiaries of the transactions contemplated by this Agreement, except for such authorizations, consents, approvals and filings as to which the failure to obtain or make the same would will not, in the aggregate, reasonably be expected to have a Material Adverse Effect on Manhattan Standard or the Surviving Company or materially adversely affect the consummation of the transactions contemplated hereby.

Contravention. Manhattan Each of Equitex and Merger Sub has the requisite corporate power and authority to enter into this Agreement Agreement, and to carry out its obligations hereunder. The execution and delivery of this Agreement by Manhattan Equitex and Merger Sub, and the consummation by Manhattan Equitex and Merger Sub of the transactions contemplated hereby have been duly authorized by the Board boards of Directors directors of Manhattan and, except Equitex and Merger Sub. Except for approval of this Agreement and the Merger by Equitex (as the requisite vote sole stockholder of Manhattan's stockholders (Merger Sub) in accordance with the "Requisite Manhattan Stockholder Vote")DGCL and the certificate of incorporation and bylaws of Merger Sub, no other corporate proceedings on the part of Manhattan Equitex or Merger Sub are necessary to authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by Manhattan Equitex and Merger Sub and, assuming it is a valid and binding obligation of Atlantic and MPACthe Company, constitutes a valid and binding obligation of Manhattan Equitex and Merger Sub enforceable in accordance with its terms terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors' rights and remedies generally. Except as set forth in Schedule 3.2, Manhattan Equitex is not subject to, or nor obligated under, any provision of (a) its Certificate articles or certificate of Incorporation incorporation or Bylawsbylaws, (b) any agreement, arrangement or understanding, (c) any license, franchise or permit or permit, nor (d) subject to obtaining the approvals referred to in the next sentence, any law, regulation, order, judgment or decree, which would conflict with, be breached or violated, or in respect of which a right of termination or acceleration or any security interest, charge or encumbrance on any of its assets would be created, by the execution, delivery or performance of this Agreement, Agreement or the consummation of the transactions contemplated hereby, other than any such conflicts, breaches, violations, rights of termination or acceleration or security interests, charges or encumbrances which, in the aggregate, could not reasonably be expected to result in have a Material Adverse Effect on Manhattan or the Surviving CompanyEquitex. Except for (ai) approvals under applicable Blue Sky blue sky laws, (bii) the filing of the Certificate of Merger with the Delaware Secretary of State of DelawareState, and (ciii) such filings, authorizations or approvals as may be set forth in Schedule 3.2, no authorization, consent or approval of, or filing with, any public body, court or authority is necessary on the part of Manhattan Equitex for the consummation by Manhattan Equitex or Merger Sub of the transactions contemplated by this Agreement, except for such authorizations, consents, approvals and filings as to which the failure to obtain or make the same would not, in the aggregate, reasonably be expected to have a Material Adverse Effect on Manhattan Equitex or the Surviving Company or adversely affect the consummation of the transactions contemplated herebyMerger Sub.