Common use of Authorized and Effective Agreement Clause in Contracts

Authorized and Effective Agreement. (a) Seller has all requisite power and authority to enter into this Agreement and (subject to receipt of all necessary approvals of Governmental Entities and the adoption of this Agreement by Seller's shareholders) to perform all of its respective obligations hereunder. The execution and delivery of this Agreement and the completion of the transactions contemplated hereby have been duly authorized and approved by all necessary corporate action in respect thereof on the part of Seller, except for the adoption of this Agreement by Seller's shareholders. This Agreement has been duly and validly executed and delivered by Seller and, assuming due authorization, execution and delivery by Buyer, constitutes a legal, valid and binding obligation of Seller, enforceable against 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 3 contracts

Samples: Agreement and Plan of Merger (Hudson River Bancorp Inc), Agreement and Plan of Merger (Teche Holding Co), Agreement and Plan of Merger (Ambanc Holding Co Inc)

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Authorized and Effective Agreement. (a) Seller The Company has all requisite corporate power and authority to enter into this Agreement and (subject to receipt of all necessary governmental approvals of Governmental Entities and the adoption approval of the Company's shareholders of this Agreement by Seller's shareholdersAgreement) to perform all of its respective obligations hereunderunder this Agreement. The execution and delivery of this Agreement and the completion consummation of the transactions contemplated hereby have been duly and validly authorized and approved by all necessary corporate action in respect thereof on the part of Sellerthe Company, except for the adoption approval of this Agreement by Sellerthe Company's shareholders. This Agreement has been duly and validly executed and delivered by Seller the Company and, assuming due authorization, execution and delivery by BuyerKeystone, constitutes a legal, valid and binding obligation of Seller, the Company which is enforceable against Seller 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 2 contracts

Samples: Agreement and Plan of Merger (First Colonial Group Inc), Agreement and Plan of Merger (KNBT Bancorp Inc)

Authorized and Effective Agreement. (a) Seller has all requisite power and authority to enter into this Agreement and (subject to receipt of all necessary governmental approvals of Governmental Entities and the adoption approval of Seller's shareholders of this Agreement by Seller's shareholdersAgreement) to perform all of its respective obligations hereunder. The execution and delivery of this Agreement and the completion of the transactions contemplated hereby have been deemed advisable by the Board and duly authorized and approved by all necessary corporate action in respect thereof on the part of Seller, except for the adoption approval of this Agreement by Seller's shareholders. This Agreement has been duly and validly executed and delivered by Seller and, assuming due authorization, execution and delivery by Buyer, constitutes a legal, valid and binding obligation of Seller, enforceable against 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 (Fidelity Bancorp Inc), Agreement and Plan of Merger (Pennwood Bancorp Inc)

Authorized and Effective Agreement. (a) Seller Buyer has all requisite power and authority to enter into this Agreement and (subject to receipt of all necessary approvals of Governmental Entities and the adoption of this Agreement by Seller's shareholdersgovernmental approvals) to perform all of its respective obligations hereunder. The execution and delivery of this Agreement and the completion of the transactions contemplated hereby have been approved by the Boards of Directors of Buyer and Buyer Bank and duly authorized and approved by all necessary corporate action in respect thereof on the part of Seller, except for the adoption of this Agreement by Seller's shareholdersBuyer and Buyer Bank. This Agreement has been duly and validly executed and delivered by Seller Buyer and Buyer Bank and, assuming due authorization, execution and delivery by BuyerSeller and Seller Bank, constitutes a legal, valid and binding obligation of SellerBuyer and Buyer Bank, enforceable against Seller Buyer and Buyer Bank 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 (Potters Financial Corp), Agreement and Plan of Merger (United Community Financial Corp)

Authorized and Effective Agreement. (a) Seller The Company has all requisite corporate power and authority to enter into this Agreement and (subject to receipt of all necessary governmental approvals of Governmental Entities and the adoption approval of the Company's shareholders of this Agreement by Seller's shareholdersAgreement) to perform all of its respective obligations hereunderunder this Agreement. The execution and delivery of this Agreement and the completion consummation of the transactions contemplated hereby have been duly and validly authorized and approved by all necessary corporate action in respect thereof on the part of Sellerthe Company, except for the adoption approval of this Agreement by Sellerthe Company's shareholders. This Agreement has been duly and validly executed and delivered by Seller the Company and, assuming due authorization, execution and delivery by BuyerPHFG, constitutes a legal, valid and binding obligation of Seller, the Company which is enforceable against Seller 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 2 contracts

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

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Authorized and Effective Agreement. (a) Seller The Company has all requisite corporate power and authority to enter into this Agreement and (subject to receipt of all necessary approvals the approval of Governmental Entities and the adoption Company’s shareholders of this Agreement by Seller's shareholdersAgreement) to perform all of its respective obligations hereunderunder this Agreement. The execution and delivery of this Agreement and the completion consummation of the transactions contemplated hereby have been duly and validly authorized and approved by all necessary corporate action in respect thereof on the part of Sellerthe Company, except for the adoption approval by the requisite vote of this Agreement by Seller's the Company’s shareholders. This Agreement has been duly and validly executed and delivered by Seller the Company and, assuming due authorization, execution and delivery by BuyerHome Bancorp, constitutes a legal, valid and binding obligation of Seller, the Company which is enforceable against Seller 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 (Home Federal Bancorp, Inc. Of Louisiana)

Authorized and Effective Agreement. (a) Seller The Company has all requisite corporate power and authority to enter into this Agreement and (subject to receipt of all necessary governmental approvals of Governmental Entities and the adoption approval of the Company's shareholders of this Agreement by Seller's shareholdersAgreement) to perform all of its respective obligations hereunderunder this Agreement. The execution and delivery of this Agreement and the completion consummation of the transactions contemplated hereby have been duly and validly authorized and approved by all necessary corporate action in respect thereof on the part of Sellerthe Company, except for the adoption approval of this Agreement by Sellerthe Company's shareholders. This Agreement has been duly and validly executed and delivered by Seller the Company and, assuming due authorization, execution and delivery by BuyerCitizens, constitutes a legal, valid and binding obligation of Seller, the Company which is enforceable against Seller 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 (CFS Bancorp Inc)

Authorized and Effective Agreement. (a) Seller Buyer has all requisite power and authority to enter into this Agreement and (subject to receipt of all necessary approvals of Governmental Entities and the adoption of this Agreement by Seller's shareholdersgovernmental approvals) to perform all of its respective obligations hereunder. The execution and delivery of this Agreement and the completion of the transactions contemplated hereby have been deemed advisable by the Boards of Directors of Buyer and Buyer Bank and duly authorized and approved by all necessary corporate action in respect thereof on the part of Seller, except for the adoption of this Agreement by Seller's shareholdersBuyer and Buyer Bank. This Agreement has been duly and validly executed and delivered by Seller Buyer and, assuming due authorization, execution and delivery by BuyerSeller and Seller Bank, constitutes a legal, valid and binding obligation of SellerBuyer and Buyer Bank, enforceable against Seller Buyer and Buyer Bank 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 (Industrial Bancorp Inc)

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