Common use of Authorized and Effective Agreement Clause in Contracts

Authorized and Effective Agreement. 4.5.1 Each of Westbank and WB has all requisite corporate power and authority to enter into this Agreement and the Bank Merger Agreement, as applicable, and (subject to receipt of all necessary governmental approvals and the approval of Westbank's shareholders of this Agreement) to perform all of its obligations under this Agreement and the Bank Merger Agreement, as applicable. The execution and delivery of this Agreement and the Bank Merger Agreement and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action in respect thereof on the part of Westbank and WB, except for the approval of this Agreement by Westbank's shareholders. This Agreement has been duly and validly executed and delivered by Westbank and WB and, assuming due authorization and execution by NewAlliance and NAB, constitutes the legal, valid and binding obligations of Westbank and WB, enforceable against Westbank and WB 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. The Bank Merger Agreement, upon execution and delivery by WB, will have been duly and validly executed and delivered by WB and, assuming due authorization and execution by NAB, will constitute the legal, valid and binding obligation of WB, enforceable against WB 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 (Newalliance Bancshares Inc), Agreement and Plan of Merger (Westbank Corp)

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Authorized and Effective Agreement. 4.5.1 5.4.1 Each of Westbank NewAlliance and WB NAB has all requisite corporate power and authority to enter into this Agreement and the Bank Merger Agreement, as applicable, and (subject to receipt of all necessary governmental approvals and the approval of Westbank's shareholders of this Agreementapprovals) to perform all of its obligations under this Agreement and the Bank Merger Agreement, as applicable. The execution and delivery of this Agreement and the Bank Merger Agreement and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action in respect thereof on the part of Westbank NewAlliance and WB, except for the approval of this Agreement by Westbank's shareholdersNAB. This Agreement has been duly and validly executed and delivered by Westbank NewAlliance and WB NAB and, assuming due authorization authorization, execution and execution delivery by NewAlliance Westbank and NABWB, constitutes the legal, valid and binding obligations obligation of Westbank NewAlliance and WBNAB, enforceable against Westbank NewAlliance and WB NAB 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. The Bank Merger Agreement, upon execution and delivery by WBNAB, will have been duly and validly executed and delivered by WB NAB and, assuming due authorization and execution by NABWB, will constitute the legal, valid and binding obligation of WBNAB, enforceable against WB NAB 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 (Newalliance Bancshares Inc), Agreement and Plan of Merger (Westbank Corp)

Authorized and Effective Agreement. 4.5.1 Each of Westbank CBI and WB Cornerstone has all requisite corporate power and authority to enter into this Agreement and the Bank Merger Agreement, as applicable, and (subject to receipt of all necessary governmental approvals and the approval of WestbankCBI's shareholders of this Agreement) to perform all of its obligations under this Agreement and the Bank Merger Agreement, as applicable. The execution and delivery of this Agreement and the Bank Merger Agreement and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action in respect thereof on the part of Westbank CBI and WBCornerstone, except for the approval of this Agreement by WestbankCBI's shareholders. This Agreement has been duly and validly executed and delivered by Westbank CBI and WB Cornerstone and, assuming due authorization and execution by NewAlliance and NAB, constitutes the legal, valid and binding obligations of Westbank CBI and WBCornerstone, enforceable against Westbank CBI and WB Cornerstone 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. The Bank Merger Agreement, upon execution and delivery by WBCornerstone, will have been duly and validly executed and delivered by WB Cornerstone and, assuming due authorization and execution by NAB, will constitute the legal, valid and binding obligation of WBCornerstone, enforceable against WB Cornerstone 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 (Newalliance Bancshares Inc)

Authorized and Effective Agreement. 4.5.1 Each of Westbank Connecticut Bancshares and WB SBM has all requisite corporate power and authority to enter into this Agreement and the Bank Merger Agreement, as applicable, and (subject to receipt of all necessary governmental approvals and the approval of Westbank's Connecticut Bancshares' shareholders of this Agreement) to perform all of its obligations under this Agreement and the Bank Merger Agreement, as applicable. The execution and delivery of this Agreement and the Bank Merger Agreement and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action in respect thereof on the part of Westbank Connecticut Bancshares and WBSBM, except for the approval of this Agreement by Westbank's Connecticut Bancshares' shareholders. This Agreement has been duly and validly executed and delivered by Westbank Connecticut Bancshares and WB SBM and, assuming due authorization and execution by NewAlliance and NABNHSB, constitutes the legal, valid and binding obligations of Westbank Connecticut Bancshares and WBSBM, enforceable against Westbank Connecticut Bancshares and WB SBM in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency insolvency, reorganization, moratorium, fraudulent transfer and other similar laws of general applicability relating to or affecting creditors' rights and to general equity principles. The Bank Merger Agreement, upon execution and delivery by WBSBM, will have been duly and validly executed and delivered by WB SBM and, assuming due authorization and execution by NABNHSB, will constitute the legal, valid and binding obligation of WBSBM, enforceable against WB SBM 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 (Connecticut Bancshares Inc/De)

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Authorized and Effective Agreement. 4.5.1 Each of Westbank CBI and WB Cornerstone has all requisite corporate power and authority to enter into this Agreement and the Bank Merger Agreement, as applicable, and (subject to receipt of all necessary governmental approvals and the approval of Westbank's CBI’s shareholders of this Agreement) to perform all of its obligations under this Agreement and the Bank Merger Agreement, as applicable. The execution and delivery of this Agreement and the Bank Merger Agreement and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action in respect thereof on the part of Westbank CBI and WBCornerstone, except for the approval of this Agreement by Westbank's CBI’s shareholders. This Agreement has been duly and validly executed and delivered by Westbank CBI and WB Cornerstone and, assuming due authorization and execution by NewAlliance and NAB, constitutes the legal, valid and binding obligations of Westbank CBI and WBCornerstone, enforceable against Westbank CBI and WB Cornerstone 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. The Bank Merger Agreement, upon execution and delivery by WBCornerstone, will have been duly and validly executed and delivered by WB Cornerstone and, assuming due authorization and execution by NAB, will constitute the legal, valid and binding obligation of WBCornerstone, enforceable against WB Cornerstone 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 (Cornerstone Bancorp Inc)

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