Common use of Contravention Clause in Contracts

Contravention. 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 the Company and the consummation by the Company of the transactions contemplated hereby have been duly authorized by the Company's board of directors and, except for approval of this Agreement and the Merger by the requisite vote of the Company's shareholders (the "Required Company Stockholder Vote"), no other corporate proceedings on the part of 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 the Company and, assuming it is a valid and binding obligation of Pubco and Merger Sub, constitutes a valid and binding obligation of the Company 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 2.2, the Company 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 the Company or the Surviving Company. Except for (i) approvals under applicable blue sky laws, (ii) the filing of the Certificate of Merger with the Secretary of State of Delaware, and (iii) such filings, authorizations or approvals as may be set forth in Schedule 2.2, no authorization, consent or approval of, or filing with, any public body, court or authority is necessary on the part of the Company for the consummation by 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 the Company or the Surviving Company or adversely affect the consummation of the transactions contemplated hereby.

Contravention. 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 the Company and the consummation by the Company of the transactions contemplated hereby have been duly authorized by the Company's board of directors and, except for approval of this Agreement and the Merger by the requisite vote of the Company's shareholders (the "Required Company Stockholder Vote"), no other corporate proceedings on the part of 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 the Company and, assuming it is a valid and binding obligation of Pubco Equitex and Merger Sub, constitutes a valid and binding obligation of the Company 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 2.2, the Company 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 the Company or the Surviving Company. Except for (i) approvals under applicable blue sky laws, (ii) the filing of the Certificate of Merger with the Secretary of State of Delaware, and (iii) such filings, authorizations or approvals as may be set forth in Schedule 2.2, no authorization, consent or approval of, or filing with, any public body, court or authority is necessary on the part of the Company for the consummation by 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 the Company or the Surviving Company or adversely affect the consummation of the transactions contemplated hereby.

Contravention. The Company Purchaser has the requisite corporate power and authority to enter into this Agreement and Agreement, to carry out its obligations hereunderhereunder and to consummate the transactions contemplated hereby. The execution and delivery and performance of this Agreement by the Company Purchaser and the consummation by the Company Purchaser of the transactions contemplated hereby have been duly authorized by the Company's board its Board of directors andDirectors, except for approval of this Agreement and the Merger by the requisite vote of the Company's shareholders (the "Required Company Stockholder Vote"), no other corporate proceedings on the its part of the Company are necessary to authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated herebysuch transactions. This Agreement has been duly executed and delivered by the Company and, assuming it is a valid Purchaser and binding obligation of Pubco and Merger Sub, constitutes a valid and binding obligation of the Company Purchaser, 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 2.2, the Company Purchaser is not subject to, or obligated under, any provision of (a) its certificate of incorporation Charter 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 its execution, delivery or and performance of this Agreement, or Agreement and the consummation by it of the transactions contemplated hereby, other . 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 the Company or the Surviving Company. Except for (i) approvals under applicable blue sky laws, (ii) the filing of the Certificate of Merger this Agreement in accordance with the Secretary Corporation Law, compliance with and filings under the Hart-▇▇▇▇▇-▇▇▇▇▇▇ ▇▇▇itrust Improvements Act of State of Delaware1976, if applicable, and the consent of the Government of Puerto Rico to the change of control of the Company in connection with the Company's tax exemption concession (iii) such filings, authorizations or approvals as may be set forth in Schedule 2.2the "Requisite Approvals"), no authorization, consent or approval of, or filing with, any public body, court or authority is necessary on the its part of the Company for the consummation by the Company Purchaser 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 the Company or the Surviving Company or adversely affect the consummation of the transactions contemplated hereby.

Contravention. The Company 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 the Company Equitex and Merger Sub, and the consummation by the Company Equitex and Merger Sub of the transactions contemplated hereby have been duly authorized by the Company's board boards of directors and, except of Equitex and Merger Sub. Except for approval of this Agreement and the Merger by Equitex (as the requisite vote sole stockholder of Merger Sub) in accordance with the Company's shareholders (DGCL and the "Required Company Stockholder Vote")certificate of incorporation and bylaws of Merger Sub, no other corporate proceedings on the part of the Company 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 the Company Equitex and Merger Sub and, assuming it is a valid and binding obligation of Pubco and Merger Subthe Company, constitutes a valid and binding obligation of the Company Equitex and Merger Sub 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 2.23.2, the Company Equitex is not subject to, or nor obligated under, any provision of (a) its articles or certificate of incorporation or bylaws, (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 the Company or the Surviving CompanyEquitex. Except for (i) approvals under applicable blue sky laws, (ii) the filing of the Certificate of Merger with the Delaware Secretary of State of DelawareState, and (iii) such filings, authorizations or approvals as may be set forth in Schedule 2.23.2, no authorization, consent or approval of, or filing with, any public body, court or authority is necessary on the part of the Company Equitex for the consummation by the Company 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 the Company Equitex or the Surviving Company or adversely affect the consummation of the transactions contemplated herebyMerger Sub.

Contravention. The Company 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 the Company Standard and the consummation by the Company Standard of the transactions contemplated hereby have been duly authorized by the Company's board Board of directors andDirectors of Standard 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 the CompanyStandard's shareholders (the "Required Company Stockholder Vote")shareholders, no other corporate proceedings on the part of the Company 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 the Company Standard and, assuming it is a valid and binding obligation of Pubco and Merger SubTCF, constitutes a valid and binding obligation of the Company Standard 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 2.23.2, none of Standard or any of the Company Standard Subsidiaries is not subject to, or obligated under, any provision of (a) its certificate of incorporation Charter 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, 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 the Company or the Surviving CompanyStandard. Except for (i) approvals under applicable blue sky laws, (iia) the filing of the Certificate of Merger with the Secretary of State of Delawarefilings, notices, consents and approvals described in Section 2.2 hereof and (iiib) such filings, authorizations or approvals as may be set forth in Schedule 2.23.2, no authorization, consent or approval of, or filing with, any public body, court or authority is necessary on the part of Standard or any of the Company Standard Subsidiaries for the consummation by Standard or any of the Company 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 the Company Standard or the Surviving Company or materially adversely affect the consummation of the transactions contemplated hereby.

Contravention. The Company 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 the Company Manhattan and the consummation by the Company Manhattan of the transactions contemplated hereby have been duly authorized by the Company's board Board of directors Directors of Manhattan and, except for approval of this Agreement and the Merger by the requisite vote of the CompanyManhattan's shareholders stockholders (the "Required Company Requisite Manhattan Stockholder Vote"), no other corporate proceedings on the part of the Company 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 the Company Manhattan and, assuming it is a valid and binding obligation of Pubco Atlantic and Merger SubMPAC, constitutes a valid and binding obligation of the Company Manhattan 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 2.23.2, the Company Manhattan 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 the Company Manhattan or the Surviving Company. Except for (ia) approvals under applicable blue sky Blue Sky laws, (iib) the filing of the Certificate of Merger with the Secretary of State of Delaware, and (iiic) such filings, authorizations or approvals as may be set forth in Schedule 2.23.2, no authorization, consent or approval of, or filing with, any public body, court or authority is necessary on the part of the Company Manhattan for the consummation by the Company 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 the Company Manhattan or the Surviving Company or adversely affect the consummation of the transactions contemplated hereby.

Contravention. The Company 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 the Company Pubco and Merger Sub, and the consummation by the Company Pubco and Merger Sub of the transactions contemplated hereby have been duly authorized by the Company's board boards of directors and, except of Pubco and Merger Sub. Except for approval of this Agreement and the Merger by Pubco (as the requisite vote sole stockholder of Merger Sub) in accordance with the Company's shareholders (DGCL and the "Required Company Stockholder Vote")certificate of incorporation and bylaws of Merger Sub, no other corporate proceedings on the part of the Company 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 the Company Pubco and Merger Sub and, assuming it is a valid and binding obligation of Pubco and Merger Subthe Company, constitutes a valid and binding obligation of the Company Pubco and Merger Sub 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 2.23.2, neither Pubco nor any of the Company Pubco Subsidiaries is not subject to, or nor obligated under, any provision of (a) its articles or certificate of incorporation or bylaws, (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 the Company Pubco or the Surviving Companyany Pubco Subsidiaries. Except for (i) approvals under applicable blue sky laws, (ii) the filing of the Certificate of Merger with the Delaware Secretary of State of DelawareState, and (iii) such filings, authorizations or approvals as may be set forth in Schedule 2.23.2, no authorization, consent or approval of, or filing with, any public body, court or authority is necessary on the part of the Company Pubco or any Pubco Subsidiary for the consummation by the Company 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 the Company Pubco or the Surviving Company or adversely affect the consummation of the transactions contemplated herebyMerger Sub.

Contravention. 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 the Company and the consummation by the Company of the transactions contemplated hereby have been duly authorized by the Company's board Board of directors Directors of the Company and, except for approval of this Agreement and the Merger by the requisite vote of the Company's shareholders (the "Required Requisite Company Stockholder Shareholder Vote"), no other corporate proceedings on the part of 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 the Company and, assuming it is a valid and binding obligation of Pubco and Merger Sub, constitutes a valid and binding obligation of the Company 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 2.23.2, the Company is not subject to, or obligated under, any provision of (a) its certificate Articles 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 the Company or the Surviving Company. Except for (ia) approvals under applicable blue sky Blue Sky laws, (iib) the filing of the Certificate Articles of Merger with the Secretary of State of DelawareMinnesota, and (iiic) such filings, authorizations or approvals as may be set forth in Schedule 2.23.2, no authorization, consent or approval of, or filing with, any public body, court or authority is necessary on the part of the Company for the consummation by 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 the Company or the Surviving Company or adversely affect the consummation of the transactions contemplated hereby.

Contravention. 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 the Company and the consummation by the Company of the transactions contemplated hereby have been duly authorized by the Company's board of directors and, except for approval of this Agreement and the Merger by the requisite vote of the Company's shareholders stockholders (the "Required Company Stockholder Vote"), no other corporate proceedings on the part of 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 the Company and, assuming it is a valid and binding obligation of Pubco and Merger Sub, constitutes a valid and binding obligation of the Company 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 2.2, the Company 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 the Company or the Surviving Company. Except for (i) approvals under applicable blue sky laws, (ii) the filing of the Certificate of Merger with the Secretary of State of Delawareappropriate state authorities, and (iii) such filings, authorizations or approvals as may be set forth in Schedule 2.2, no authorization, consent or approval of, or filing with, any public body, court or authority is necessary on the part of the Company for the consummation by 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 the Company or the Surviving Company or adversely affect the consummation of the transactions contemplated hereby.