Incorporation or Bylaws. The execution and delivery of this Agreement and the incurrence of the obligations herein set forth will not conflict with, or constitute a breach of or default under, the Articles of Incorporation or the Bylaws of the Company or any Material Agreement or any statute regulating the business of the Company, or any rule, regulation, decision, directive or order of any court or governmental agency or body having jurisdiction over the Company or any of its activities or properties; and except as expressly set forth herein and in the Prospectus, no consent, approval, authorization or order of any court or governmental agency or body is required for the consummation of the transactions contemplated hereby.
Incorporation or Bylaws. Except as specified in Section 4.2(b) of the Disclosure Schedule, the execution and delivery of this Agreement do not, and the consummation of the transactions contemplated hereby and compliance with the provisions of this Agreement will not (i) conflict with any of the provisions of the certificate of incorporation or bylaws of Parent or the certificate of incorporation or bylaws of Merger Sub, in each case as amended to the date of this Agreement, (ii) subject to the governmental filings and other matters referred to in the following sentence, conflict with, result in a breach of or default (with or without notice or lapse of time, or both) under, or give rise to a material obligation, a right of termination, cancellation or acceleration of any obligation or loss of a material benefit under, or require the consent of any person under, any indenture, or other agreement, permit, concession, franchise, license or similar instrument or undertaking to which Parent or Merger Sub is a party or by which Parent or Merger Sub or any of their respective assets is bound or affected, or (iii) subject to the governmental filings and other matters referred to in the following sentence, contravene any law, rule or regulation, or any order, writ, judgment, injunction, decree, determination or award currently in effect, which, in the case of clauses (ii) and (iii) above, could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent. Except as disclosed in Section 4.2(b) of the Disclosure Schedule, no consent, approval or authorization of, or declaration or filing with, or notice to, any Governmental Entity or third party which has not been received or made is required by or with respect to Parent or Merger Sub in connection with the execution and delivery of this Agreement by Parent or Merger Sub or the consummation by Parent or Merger Sub, as the case may be, of any of the transactions contemplated hereby, except for (A) the filing with the SEC of the Form S-4 (as defined in Section 6.1(c)) and the declaration of effectiveness of the Form S-4 and such reports under the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby, (B) the filing of the certificate and/or articles of merger with the Virginia Commission and the Delaware Secretary of State and appropriate documents with the relevant authorities of other states in which Company is qualified to do business, (C) such oth...
Incorporation or Bylaws. The execution and delivery of this Agreement and the incurrence of the obligations herein set forth will not conflict with, or constitute a breach of or default under, the Articles of Incorporation or the Bylaws of the Corporation or any Existing Agreement or any statute regulating the business of the Corporation, or any rule, regulation, decision, directive or order of any court or governmental agency or body having jurisdiction over the Corporation or any of its activities or properties (including, without limitation, all rules, regulations, releases, decisions, directives or orders of the KDFI, the FDIC or the FED); and except as expressly set forth herein and in the Prospectus, no consent, approval, authorization or order of any court or governmental agency or body (excluding the KDFI, the FDIC or the FED) is required for the consummation of the transactions contemplated hereby. (g) The Corporation's Articles of Incorporation authorizes the issuance of 5,000,000 shares of common stock, no par value per share (the "Common Stock"), 1,000,000 shares of which are outstanding as of the date of this Agreement. The Shares being sold by the Corporation pursuant to this Agreement, when issued and delivered in accordance with this Agreement, will be duly and validly issued and outstanding and fully paid, and the Corporation's Common Stock conforms to all statements in relation thereto contained in the Prospectus.
Incorporation or Bylaws. Subject to the proxy granted under Section 1.3, each Stockholder shall retain at all times the right to vote the Subject Shares in such Stockholder’s sole discretion, and without any other limitation, on any matters other than those set forth in this Section 1.2 that are at any time or from time to time presented for consideration to the Company’s stockholders generally.
Incorporation or Bylaws of the Company, (b) result in a default (or with notice or lapse of time or both would result in a default) under, or materially impair the rights of the Company or materially alter the rights or obligations of any third party under, or require the Company to make any material payment or become subject to any material liability to any third party under, or give rise to any right of termination, amendment, cancellation, acceleration, repurchase, put or call under, any of the terms, conditions or provisions of any Material Company Contract, (c) result in the creation of any material (individually or in the aggregate) Encumbrance on any of the assets of the Company or (d) conflict with or violate any law, statute, rule, regulation, judgment, order, writ, injunction, decree or arbitration award applicable to the Company or any of its assets, which conflict or violation has had or would reasonably be expected to have a Material Adverse Effect on the Company.