Common use of Consents and Approvals Clause in Contracts

Consents and Approvals. (a) Except for (i) the effectiveness of a registration statement on Form S-4 to register the shares of S1 Common Stock to be issued in connection with the Merger (including the shares of S1 Common Stock that may be issued upon the exercise of the options referred to in Section 1.6 hereof), and the filing of the joint proxy statement/prospectus to be used in soliciting the approval of Edify's and S1's stockholders at a special meeting to be held in connection with this Agreement and the transactions contemplated hereby (the "Proxy Statement/Prospectus"), (ii) the approval of this Agreement by the requisite vote of the stockholders of Edify, (iii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL, (iv) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal, foreign and state securities (or related) laws and, if applicable, the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act"), and the securities or antitrust laws of any foreign country, and (v) such filings, authorizations or approvals as may be set forth in Section 3.4 of the Edify Disclosure Schedule, no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental authority or instrumentality (each a "Governmental Entity"), or with any third party are necessary in connection with (1) the execution and delivery by Edify of this Agreement and the Option Agreement, (2) the consummation by Edify of the Merger and the other transactions contemplated hereby, and (3) the consummation by Edify of the Option Agreement and the transactions contemplated thereby, except, in each case, for such consents, approvals or filings, the failure of which to obtain will not have (x) a material adverse effect on the ability of S1 to consummate the transactions contemplated hereby or (y) a Material Adverse Effect on Edify, S1 or the Surviving Corporation following the Effective Time.

Consents and Approvals. No consent, approval, authorization, order, registration or qualification of or with any third party or any court or governmental agency or body having jurisdiction over the Company or any of its Subsidiaries or any of their properties is required for the issuance and delivery of the Exchange Shares pursuant to the Debt Exchange in accordance with the terms hereof, the exchange of Notes and issuance of New Notes and payment of cash in exchange therefor pursuant to the Debt Exchange, and the execution and delivery by the Company of the Transaction Agreements and performance of and compliance by the Company with all of the provisions hereof and thereof and the consummation of the transactions contemplated herein and therein, except (a) Except for (i1) the effectiveness registration under the Securities Act of a registration statement on Form S-4 the issuance of the Rights and the Offered Shares pursuant to register the shares of S1 Common Stock to be issued in connection with the Merger (including the shares of S1 Common Stock that may be issued upon the exercise of Rights, (2) filings with respect to and the options referred expiration or termination of the waiting period under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, relating to in Section 1.6 hereof)the sale or issuance of Unsubscribed Shares and Investor Exchange Shares to the Investors, (3) Consents to the Proposed Amendments to the Old Indenture, and the filing of the joint proxy statement/prospectus to be used in soliciting the approval of Edify's and S1's stockholders at a special meeting to be held in connection with this Agreement and the transactions contemplated hereby (the "Proxy Statement/Prospectus"), (ii) the approval of this Agreement by the requisite vote of the stockholders of Edify, (iii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL, (iv4) such consents, approvals, orders, authorizations, registrations, declarations and filings registrations or qualifications (y) as may be required under applicable federal, foreign and state securities (or related) Blue Sky laws and, if applicable, the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act"), and the securities or antitrust laws of any foreign country, and (v) such filings, authorizations or approvals as may be set forth in Section 3.4 of the Edify Disclosure Schedule, no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental authority or instrumentality (each a "Governmental Entity"), or with any third party are necessary in connection with (1) the execution and delivery purchase of the Unsubscribed Shares by Edify the Investors, the issuance of this Agreement the Exchange Shares to holders of outstanding Notes, or the distribution of the Rights and the Option Agreement, (2) the consummation by Edify sale of the Merger and Offered Shares to Holders, or (z) pursuant to the other transactions contemplated herebyrules of The Nasdaq Stock Market, and (3) including the consummation by Edify approval of the Option Agreement and Company’s stockholders of the transactions contemplated therebyissuance of the Exchange Shares to holders of outstanding Notes pursuant to the Debt Exchange (such approval of such transactions, except, in each case, for such consents, approvals or filings, the failure of which to obtain will not have (x) a material adverse effect on the ability of S1 to consummate the transactions contemplated hereby or (y) a Material Adverse Effect on Edify, S1 or the Surviving Corporation following the Effective Time“Stockholder Approval”).

Consents and Approvals. (a) Except for (i) the effectiveness filing of a registration statement on Form S-4 to register the shares of S1 Common Stock to be issued in connection applications and notices, as applicable, with the Merger (including the shares Board of S1 Common Stock that may be issued upon the exercise Governors of the options referred to in Section 1.6 hereof)Federal Reserve System (the “Federal Reserve Board”) under the BHC Act and approval of such applications and notices, and (ii) the filing of any required applications, filings or notices with the joint proxy statement/prospectus to be used in soliciting United Kingdom Financial Services Authority (the “FSA”), the Canadian Office of the Superintendent of Financial Institutions (the “OSFI”) and any other foreign, federal or state banking, insurance or other regulatory or self-regulatory authorities or any courts, administrative agencies or commissions or other governmental authorities or instrumentalities (each a “Governmental Entity”) and approval of Edify's such applications, filings and S1's notices (the “Other Regulatory Approvals”), (iii) the filing with the Securities and Exchange Commission (the “SEC”) of a Proxy Statement in definitive form relating to the meeting of MBNA’s stockholders at a special meeting to be held in connection with this Agreement and the transactions contemplated hereby by this Agreement (the "“Proxy Statement/Prospectus"”) and of a registration statement on Form S-4 (the “Form S-4”) in which the Proxy Statement will be included as a prospectus, and declaration of effectiveness of the Form S-4 and the filing and effectiveness of the registration statement contemplated by Section 1.5(e), (ii) the approval of this Agreement by the requisite vote of the stockholders of Edify, (iiiiv) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCLDGCL and the filing of the Articles of Merger with the Maryland State Department of Assessments and Taxation pursuant to the MGCL, (ivv) such any notices to or filings with the Small Business Administration (the “SBA”), (vi) any consents, authorizations, approvals, orders, authorizations, registrations, declarations filings or exemptions in connection with compliance with the rules and filings as may be required under regulations of any applicable federal, foreign and state securities industry self-regulatory organization (or related) laws and, if applicable, the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act"“SRO”), and the securities rules of the NYSE, or antitrust laws of any foreign countrythat are required under consumer finance, mortgage banking and other similar laws, and (vvii) such filings, authorizations or filings and approvals as may are required to be set forth made or obtained under the securities or “Blue Sky” laws of various states in Section 3.4 connection with the issuance of the Edify Disclosure Scheduleshares of Bank of America Common Stock pursuant to this Agreement and approval of listing of such Bank of America Common Stock on the NYSE, no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental authority or instrumentality (each a "Governmental Entity"), or with any third party Entity are necessary in connection with (1) the execution and delivery by Edify of this Agreement and the Option Agreement, (2) the consummation by Edify MBNA of the Merger and the other transactions contemplated hereby, and (3) the consummation by Edify of the Option this Agreement and the transactions contemplated thereby, except, in each case, for such consents, approvals or filings, the failure of which to obtain will not have (x) a material adverse effect on the ability of S1 to consummate the transactions contemplated hereby or (y) a Material Adverse Effect on Edify, S1 or the Surviving Corporation following Stock Option Agreement. No consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with the Effective Timeexecution and delivery by MBNA of this Agreement or the Stock Option Agreement.

Consents and Approvals. (a) Except for (i) the effectiveness filing of a registration statement on Form S-4 to register the shares of S1 Common Stock to be issued in connection applications and notices, as applicable, with the Merger (including the shares Board of S1 Common Stock that may be issued upon the exercise Governors of the options referred to in Section 1.6 hereof)Federal Reserve System (the “Federal Reserve Board”) under the BHC Act and approval of such applications and notices, and (ii) the filing of any required applications, filings or notices with the joint proxy statement/prospectus to be used in soliciting FDIC, the GDBF and any other federal or state banking, insurance or other regulatory or self-regulatory authorities or any courts, administrative agencies or commissions or other governmental authorities or instrumentalities (each a “Governmental Entity”) and approval of Edify's such applications, filings and S1's stockholders at notices (the “Other Regulatory Approvals”), (iii) the filing with the Securities and Exchange Commission (the “SEC”) of a special Proxy Statement in definitive form relating to the meeting of GBC’s shareholders to be held in connection with this Agreement and the transactions contemplated hereby by this Agreement (the "“Proxy Statement/Prospectus"”) and of a registration statement on Form S-4 (the “Form S-4”) in which the Proxy Statement will be included as a prospectus, and declaration of effectiveness of the Form S-4 and the filing and effectiveness of the registration statement contemplated by Section 1.5(e), (ii) the approval of this Agreement by the requisite vote of the stockholders of Edify, (iiiiv) the filing of the Certificate Articles of Merger with the Secretary of State of the State of Delaware North Carolina pursuant to the DGCLNCBCA and with the Secretary of State of the State of Georgia pursuant to the GBCC, (ivv) such any consents, authorizations, approvals, ordersfilings or exemptions in connection with compliance with the rules and regulations of the Nasdaq National Market, authorizations, registrations, declarations and filings as may be or that are required under applicable federalconsumer finance, foreign mortgage banking and state securities (or related) laws and, if applicable, the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act")other similar laws, and (vi) such filings and approvals as are required to be made or obtained under the securities or antitrust “Blue Sky” laws of any foreign country, and (v) such filings, authorizations or approvals as may be set forth various states in Section 3.4 connection with the issuance of the Edify Disclosure Scheduleshares of First Charter Common Stock pursuant to this Agreement and approval of listing of such First Charter Common Stock with the Nasdaq National Market, no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental authority or instrumentality (each a "Governmental Entity"), or with any third party Entity are necessary in connection with (1) the execution and delivery by Edify of this Agreement and the Option Agreement, (2) the consummation by Edify GBC of the Merger and the other transactions contemplated hereby, by this Agreement. No consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with the execution and (3) the consummation delivery by Edify GBC of the Option Agreement and the transactions contemplated thereby, except, in each case, for such consents, approvals or filings, the failure of which to obtain will not have (x) a material adverse effect on the ability of S1 to consummate the transactions contemplated hereby or (y) a Material Adverse Effect on Edify, S1 or the Surviving Corporation following the Effective Timethis Agreement.

Consents and Approvals. Except for (a) Except for any application, filing, or submission required to be made and any consent, approval, authorization, or authority required to be made or obtained under Title 49 of the United States Code or under any regulation, rule, order, notice, or policy of the U.S. Federal Aviation Administration (ithe “FAA”), the U.S. Department of Transportation (the “DOT”), the Federal Communications Commission (the “FCC”), and the U.S. Department of Homeland Security (the “DHS”), including the U.S. Transportation Security Administration (the “TSA”), (b) the effectiveness filing with the Securities and Exchange Commission (the “SEC”) of a Proxy Statement in definitive form relating to the AirTran Stockholders Meeting (the “Proxy Statement”) and of a registration statement on Form S-4 to register S-4, in which the shares Proxy Statement will be included (the “Form S-4”), and declaration of S1 Common Stock to be issued in connection effectiveness of the Form S-4, and the filing with the Merger SEC of such reports under, and such other compliance with, the Securities Exchange Act of 1934 (including the shares “Exchange Act”), the Securities Act of S1 Common Stock that may be issued upon 1933 (the exercise of the options referred to in Section 1.6 hereof“Securities Act”), and the filing of the joint proxy statement/prospectus to be used in soliciting the approval of Edify's rules and S1's stockholders at a special meeting to be held in connection with this Agreement and the transactions contemplated hereby (the "Proxy Statement/Prospectus")regulations thereunder, (ii) the approval of this Agreement by the requisite vote of the stockholders of Edify, (iiic) the filing of the Certificate Articles of Merger with the Nevada Secretary of State of the State of Delaware pursuant to the DGCLNRS, (ivd) such consents, approvals, orders, authorizations, registrations, declarations and any notices or filings as may be required under applicable federal, foreign and state securities (or related) laws and, if applicable, the HartXxxx-Xxxxx-Xxxxxx Xxxitrust Antitrust Improvements Act of 1976, as amended (the "“HSR Act"”), (e) such filings and the approvals as are required to be made or obtained under applicable state securities or antitrust laws “blue sky” Laws in connection with the issuance by Southwest of the Southwest Common Stock issuable pursuant to ARTICLE II, (f) any foreign countryfilings required under the rules and regulations of the NYSE, (g) notices and supplemental indentures under the AirTran Notes or the AirTran Indentures, (vh) such filings, authorizations or consents and approvals as may be set forth listed in Section 3.4 of the Edify AirTran Disclosure ScheduleLetter, and (i) such other consents, approvals, Orders, authorizations, registrations, declarations, transfers, waivers, disclaimers, and filings the failure of which to be obtained or made would not result in a AirTran Material Adverse Effect or be reasonably likely, individually or in the aggregate, to prevent, materially delay, or materially impair the ability of AirTran to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreement, no consents or consents, approvals of or filings of, filings, or registrations with any court, administrative agency or commission or other governmental authority or instrumentality (each a "Governmental Entity")with, or with Orders, authorizations, or authority of any third party Governmental Authority are necessary in connection with (1i) the execution and delivery by Edify AirTran of this Agreement and the Option Agreement, (2ii) the consummation by Edify of the Merger and the other transactions contemplated herebyby this Agreement by AirTran, and (3iii) the consummation performance by Edify AirTran of the Option Agreement and the transactions contemplated thereby, except, in each case, for such consents, approvals or filings, the failure of which to obtain will not have (x) a material adverse effect on the ability of S1 to consummate the transactions contemplated hereby or (y) a Material Adverse Effect on Edify, S1 or the Surviving Corporation following the Effective Timeobligations hereunder.

Consents and Approvals. (a) Except for (i) the effectiveness filing with the SEC of a joint proxy statement in definitive form, or an amendment to the joint proxy statement previously delivered to shareholders of MCC and SIC (such proxy statement, whether new or an amendment to the existing proxy statement, the “Joint Proxy Statement/Prospectus”) relating to the special meeting of MCC’s stockholders to be held in order to obtain MCC Stockholder Approval (the “MCC Stockholder Meeting”) and the special meeting of SIC’s stockholders to be held to vote on the SIC Matters (the “SIC Stockholder Meeting”) and of a registration statement on Form S-4 N- 14, or an amendment to register the shares of S1 Common Stock to be issued in connection registration statement on Form N-14 previously filed with the Merger SEC (including such registration statement, whether new or amended, the shares of S1 Common Stock that may be issued upon the exercise of the options referred to in Section 1.6 hereof“Form N-14 Registration Statement”), and in which the filing of the joint proxy statement/prospectus to be used in soliciting the approval of Edify's and S1's stockholders at a special meeting to be held in connection with this Agreement and the transactions contemplated hereby (the "Joint Proxy Statement/Prospectus")Prospectus will be included as a prospectus, and declaration of effectiveness of the Form N-14 Registration Statement by the SEC, (ii) the approval of this Agreement by the requisite vote of the stockholders of Edify, (iii) the filing of the Certificate of Merger with the Delaware Secretary of State of the State of Delaware pursuant to the DGCLDGCL and the filing of the Articles of Merger with SDAT, (iii) any notices, consents, authorizations, approvals, filings or exemptions in connection with compliance with the rules and regulations of the NYSE, or any other applicable self-regulatory organization (“SRO”), (iv) such consents, approvals, orders, authorizations, registrations, declarations and any notices or filings as may be required under applicable federal, foreign and state securities (or related) laws and, if applicable, the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements HSR Act of 1976, as amended (the "HSR Act"), and the securities or antitrust laws expiration of any foreign countryapplicable waiting periods, and (v) such filings, authorizations or filings and approvals as may are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of SIC Common Stock pursuant to this Agreement, (vi) receipt of the SEC Exemptive Relief, or (vii) as set forth in on Section 3.4 4.4(a) of MCC Disclosure Schedule (the Edify Disclosure Scheduleforegoing (i) through (vii) referred to collectively as the “MCC Required Approvals”), no consents other consents, authorizations, approvals, or approvals of exemptions from, or notices to, or filings or registrations with with, any court, administrative agency or commission or other governmental authority or instrumentality (each a "Governmental Entity"), or with any third party Entity are necessary in connection with (1) the execution and delivery by Edify MCC of this Agreement and the Option Agreement, (2) or the consummation by Edify MCC of the Merger and the other transactions contemplated hereby, and (3) the consummation by Edify of the Option Agreement and the transactions contemplated thereby, except, in each case, for such consents, approvals or filings, the failure of which to obtain will not have (x) a material adverse effect on the ability of S1 to consummate the transactions contemplated hereby or (y) a Material Adverse Effect on Edify, S1 or the Surviving Corporation following the Effective Timethis Agreement.

Consents and Approvals. Except for (a) Except for (i) the effectiveness of a registration statement on Form S-4 to register the shares of S1 Common Stock to be issued in connection with the Merger (including the shares of S1 Common Stock that may be issued upon the exercise of the options referred to in Section 1.6 hereof), and the filing of an application with the joint proxy statement/prospectus to be used Board of Governors of the Federal Reserve System (the "Federal Reserve Board") under the Bank Holding Company Act of 1956, as amended (the "BHC Act") and approval of such application, (b) the filing of an application with the FDIC under the Bank Merger Act and approval of such application, in soliciting the event the parties enter into the Bank Merger Agreement (as defined in Section 7.12) (c) the filing of applications and notices, as applicable, with the Office of Thrift Supervision (the "OTS") and approval of such applications and notices, (d) the filing of an application with the New York State Banking Department (the "Banking Department") and the approval of Edify's such application, (e) the filing with the Securities and S1Exchange Commission (the "SEC") of a proxy statement in definitive form relating to the meeting of the Company's stockholders at a special meeting to be held in connection with this Agreement and the transactions contemplated hereby (the "Proxy Statement/Prospectus")) and the filing and declaration of effectiveness of the registration statement on Form S-4 (the "S-4") in which the Proxy Statement will be included as a prospectus, (iif) the approval of this Agreement by the requisite vote of the stockholders of Edifythe Company, (iiig) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL, (ivh) such consents, approvals, orders, authorizations, registrations, declarations filings and filings approvals as may are required to be required made or obtained under applicable federal, foreign and state securities (or related) laws and, if applicable, the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act"), and the securities or antitrust laws "Blue Sky" Laws of any foreign countryvarious states in connection with the issuance of the shares of Buyer Common Stock pursuant to this Agreement, (i) approval of the listing of the Buyer Common Stock to be issued in the Merger on the NYSE, and (vj) such filings, authorizations or approvals as may be set forth in Section 3.4 4.4 of the Edify Company Disclosure Schedule, no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental authority or instrumentality (each a "Governmental Entity"), ) or with any third party are necessary in connection with (1) the execution and delivery by Edify the Company of this Agreement and the Option Agreement, (2) Company Documents or the consummation by Edify the Company of the Merger and the other transactions contemplated hereby, hereby and (3) the consummation by Edify of the Option Agreement and the transactions contemplated thereby, except, in each case, for such consents, approvals or filings, the failure of which to obtain will not have (x) a material adverse effect on the ability of S1 to consummate the transactions contemplated hereby or (y) a Material Adverse Effect on Edify, S1 or the Surviving Corporation following the Effective Time.

Consents and Approvals. (a) Except for No consents or approvals of, or filings or registrations with, any Governmental Authority are necessary in connection with (i) the effectiveness execution and delivery by the MLP Parties of this Agreement or (ii) the consummation by the MLP Parties of the Merger Transactions, except for (A) the filing of any required applications or notices with any state or foreign agencies of competent jurisdiction and approval of such applications or notices, (B) the filing with the SEC of a proxy statement relating to the matters to be submitted to the MLP Unitholders at the MLP Meeting and a registration statement on Form S-4 with respect to register the shares issuance by PAA of S1 New Common Stock to be issued Units in connection with the Merger (including such registration statement and any amendments or supplements thereto, the shares of S1 Common Stock that may be issued upon the exercise of the options referred to in Section 1.6 hereof), “Registration Statement,” and the filing of the joint proxy statement/prospectus to be used included in soliciting such Registration Statement and any amendments or supplements thereto, the approval of Edify's and S1's stockholders at a special meeting to be held in connection with this Agreement and the transactions contemplated hereby (the "“Proxy Statement/Prospectus"”), (ii) the approval of this Agreement by the requisite vote of the stockholders of Edify, (iiiC) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCLDelaware, (ivD) such any consents, authorizations, approvals, ordersfilings or exemptions in connection with compliance with the rules of the NYSE, authorizations, registrations, declarations (E) such filings and filings approvals as may be required to be made or obtained under applicable federal, foreign and state securities (or related) laws and, if applicable, the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act"), and the securities or antitrust “Blue Sky” laws of any foreign countryvarious states in connection with the issuance of New Common Units in connection with the Merger pursuant to this Agreement, and (vF) such filingsother consents, authorizations or approvals as may be set forth in Section 3.4 of the Edify Disclosure Scheduleauthorizations, no consents or approvals of or approvals, filings or registrations with any court, administrative agency the absence or commission or other governmental authority or instrumentality (each a "Governmental Entity"), or with any third party are necessary in connection with (1) the execution and delivery by Edify of this Agreement and the Option Agreement, (2) the consummation by Edify of the Merger and the other transactions contemplated hereby, and (3) the consummation by Edify of the Option Agreement and the transactions contemplated thereby, except, in each case, for such consents, approvals or filings, the failure unavailability of which would not, either individually or in the aggregate, reasonably be expected to obtain will not have (x) a material adverse effect on the ability of S1 to consummate the transactions contemplated hereby or (y) a Material Adverse Effect on Edify, S1 or the Surviving Corporation following the Effective Timewith respect to MLP.

Consents and Approvals. Other than in connection with (a) Except for the HSR Act, the Anti-monopoly Law of the PRC and the regulations promulgated thereunder, the Hong Kong Merger Regulation (to the extent required) or any other Antitrust Laws, (b) CFIUS pursuant to Section 721 of the DPA, (c) DSS pursuant to the NISPOM, (d) (i) the filing with the SEC of the Proxy Statement in definitive form under the Exchange Act, (ii) the filing with the SEC, and declaration of effectiveness under the Securities Act, of a the registration statement on Form S-4 to register the shares of S1 Common Stock to be issued in connection with the Merger Share Issuance, in which the Proxy Statement will be included as a prospectus (including the shares of S1 Common Stock that may be issued upon the exercise of the options referred to in Section 1.6 hereof“Form S-4”), and (iii) the filing with the SEC of such reports under, and such other compliance with, the joint proxy statement/prospectus to Exchange Act and the Securities Act as may be used in soliciting the approval of Edify's and S1's stockholders at a special meeting to be held required in connection with this Agreement Agreement, the Ancillary Agreements and the transactions contemplated hereby and thereby and (the "Proxy Statement/Prospectus"), (iie) the submission and approval of this Agreement by the requisite vote of the stockholders of Edify, (iii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL, (iv) such consents, approvals, orders, authorizations, registrations, declarations and filings announcements as may be required to be issued under applicable federalthe Hong Kong Listing Rules and the Hong Kong Merger Regulation and the Circular to the Hong Kong Exchange and the Hong Kong Executive for approval by the Hong Kong Exchange and the Hong Kong Executive respectfully (the matters covered under (a) through (e) above, foreign and state securities (or related) laws and, if applicablecollectively, the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act"“Buyer’s Required Approvals”), and the securities no Buyer Party is required to obtain any authorization, waiver, consent or antitrust laws of any foreign country, and (v) such filings, authorizations or approvals as may be set forth in Section 3.4 of the Edify Disclosure Schedule, no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental authority or instrumentality (each a "Governmental Entity")approval of, or with make any third party are necessary filing or registration with, or give any notice to, any Government Entity or to obtain any Permit in connection with (1) the execution execution, delivery and delivery performance by Edify any of the Buyer Parties of this Agreement and the Option Agreement, (2) the consummation by Edify or each of the Merger and the other transactions contemplated hereby, and (3) the consummation by Edify Ancillary Agreements to which it is a party or any of the Option Agreement and the transactions contemplated therebyhereunder or thereunder, exceptother than any authorization, in each casewaiver, for such consentsconsent, approvals approval, filing, registration, notice or filingsPermit, the failure of which to obtain will not obtain, make or give would not, individually or in the aggregate, have (x) a material adverse effect on the ability of S1 to consummate the transactions contemplated hereby or (y) a Buyer Material Adverse Effect on Edify, S1 or the Surviving Corporation following the Effective TimeEffect.

Consents and Approvals. Except for (a) Except for filings of applications and notices with, and receipt of consents, authorizations, approvals, exemptions or nonobjections from, the SEC, non-U.S. and state securities authorities, FINRA and other SROs, (ib) the effectiveness filing of a notification and report form under the HSR Act and the termination or expiration of applicable waiting periods under the HSR Act, (c) the filing with the SEC of the proxy statement in a definitive form relating to each of the Company Stockholders Meeting and the Parent Stockholders Meeting (the “Joint Proxy Statement”) and of a registration statement on Form S-4 pursuant to register which the shares of S1 Parent Common Stock to issuable in the Merger will be issued in connection registered with the Merger SEC (including the shares “Form S-4”) in which the Joint Proxy Statement will be included as a prospectus, and declaration of S1 Common Stock that may be issued upon the exercise effectiveness of the options referred to in Section 1.6 hereof), and the filing of the joint proxy statement/prospectus to be used in soliciting the approval of Edify's and S1's stockholders at a special meeting to be held in connection with this Agreement and the transactions contemplated hereby (the "Proxy Statement/Prospectus")Form S-4, (ii) the approval of this Agreement by the requisite vote of the stockholders of Edify, (iiid) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL, (ive) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the listing rules of the NYSE or Nasdaq, (f) such filings and approvals as are required to be made or obtained under the Securities Laws in connection with the issuance of the shares of Parent Common Stock pursuant to this Agreement (g) such other consents, approvals, ordersfilings and registrations the failure of which to obtain or make would not, authorizationsindividually or in the aggregate, registrations, declarations and filings as may reasonably be required under applicable federal, foreign and state securities (or related) laws and, if applicable, expected to have a Material Adverse Effect on the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act"), and the securities or antitrust laws of any foreign country, Company and (vh) such filings, authorizations or approvals as may be the matters set forth in on Section 3.4 3.3 of the Edify Company Disclosure Schedule, no consents or approvals approval of or filings or registrations with or notice to any court, administrative agency Regulatory Agency or commission Governmental Entity or any other governmental authority or instrumentality (each a "Governmental Entity"), or with any third party Person are necessary in connection with (1i) the execution and delivery by Edify the Company of this Agreement and the Option Agreement, (2ii) the consummation by Edify the Company of the Merger and the other transactions contemplated hereby, and (3) the consummation by Edify of the Option Agreement and the transactions contemplated thereby, except, in each case, for such consents, approvals or filings, the failure of which to obtain will not have (x) a material adverse effect on the ability of S1 to consummate the transactions contemplated hereby or (y) a Material Adverse Effect on Edify, S1 or the Surviving Corporation following the Effective Timeby this Agreement.

Consents and Approvals. (a) Except for (i) the effectiveness filing of a notification and report form under the HSR Act and the termination or expiration of the waiting period under the HSR Act, (ii) the filing of any other required applications or notices with any state or foreign agencies and approval of such applications and notices (the "Other Approvals"), (iii) the filing with the SEC of a joint proxy statement/prospectus relating to the matters to be submitted to Valero's stockholders at the Valero Stockholders Meeting and the matters to be submitted to UDS's stockholders at the UDS Stockholders Meeting (such joint proxy statement/prospectus, and any amendments or supplements thereto, the "Joint Proxy Statement/Prospectus") and a registration statement on Form S-4 with respect to register the shares issuance of S1 Valero Common Stock to be issued in connection with the Merger (including the shares of S1 Common Stock that may be issued upon the exercise of the options referred to in Section 1.6 hereof)such Form S-4, and the filing of the joint proxy statement/prospectus to be used in soliciting the approval of Edify's and S1's stockholders at a special meeting to be held in connection with this Agreement and the transactions contemplated hereby (any amendments or supplements thereto, the "Proxy Statement/ProspectusForm S-4"), (ii) the approval of this Agreement by the requisite vote of the stockholders of Edify, (iiiiv) the filing of the Certificate of Merger Merger, (v) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the Secretary of State rules of the State NYSE, (vi) such filings and approvals as are required to be made or obtained under the securities or "Blue Sky" laws of Delaware various states in connection with the issuance of Valero Common Stock pursuant to this Agreement (the DGCL, (iv) such consents, approvals, orders, authorizations, registrations, declarations filings and filings as may be registration required under applicable federal, foreign and state securities or in relation to the foregoing clauses (or relatedii) laws and, if applicable, the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, though (vi) being referred to as amended (the "HSR ActNecessary Consents"), and the securities or antitrust laws of any foreign country, ) and (vvii) such filingsother consents, authorizations approvals, filings and registrations the failure of which to obtain or approvals as may make would not reasonably be set forth in Section 3.4 of expected to have a Material Adverse Effect on UDS or the Edify Disclosure ScheduleSurviving Corporation, no consents or approvals of or filings or registrations with any supranational, national, state, municipal, local or foreign government, any instrumentality, subdivision, court, administrative agency or commission or other authority thereof, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority or instrumentality (each each, a "Governmental Entity"), or with any third party ) are necessary in connection with (1A) the execution and delivery by Edify UDS of this Agreement and the Option Agreement, (2B) the consummation by Edify UDS of the Merger and the other transactions contemplated hereby, and (3) the consummation by Edify of the Option Agreement and the transactions contemplated thereby, except, in each case, for such consents, approvals or filings, the failure of which to obtain will not have (x) a material adverse effect on the ability of S1 to consummate the transactions contemplated hereby or (y) a Material Adverse Effect on Edify, S1 or the Surviving Corporation following the Effective Timeby this Agreement.

Consents and Approvals. (a) Except for (i) the filing with the Securities and Exchange Commission (the “SEC”) of a proxy statement in definitive form relating to the meeting of the stockholders of the Company to be held to vote on the adoption of this Agreement (the “Proxy Statement/Prospectus”) and the filing and declaration of effectiveness of a the registration statement on Form S-4 (the “Form S-4”) in which the Proxy Statement/Prospectus will be included as a prospectus and any filings or approvals under applicable state securities laws with respect to register the shares issuance of S1 Acquiror Common Stock to be issued in connection with the Merger (including the shares of S1 Common Stock that may be issued upon the exercise of the options referred to in Section 1.6 hereof), and the filing of the joint proxy statement/prospectus to be used in soliciting the approval of Edify's and S1's stockholders at a special meeting to be held in connection with this Agreement and the transactions contemplated hereby (the "Proxy Statement/Prospectus"), (ii) the approval of this Agreement by the requisite vote of the stockholders of EdifyMerger, (iii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCLDelaware, (iv) such consentsthe adoption of this Agreement by the Required Company Vote, approvals, orders, authorizations, registrations, declarations and (v) any notices or filings as may be required under applicable federal, foreign and state securities (or related) laws and, if applicable, the HartXxxx-Xxxxx-Xxxxxx Xxxitrust Antitrust Improvements Act of 1976, as amended (the "“HSR Act"”), and the securities expiration or termination of any applicable waiting periods thereunder, (vi) the filings, approvals and consents required pursuant to applicable antitrust or competition laws of any foreign country, and (v) such filings, authorizations or approvals Governmental Entities as may be set forth in Section 3.4 4.4(vi) of the Edify Company Disclosure ScheduleLetter, (vii) the consents, authorizations, approvals, filings or exemptions pursuant to the applicable provisions of federal, state or foreign securities Laws, (viii) the consents and approvals set forth in Section 4.4(viii) of the Company Disclosure Letter, and (ix) the consents, authorizations, approvals, filings and registrations of third parties which are not Governmental Entities, the failure of which to obtain or make would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect on the Company or Acquiror, no consents or approvals of of, or filings or registrations with with, any court, administrative agency or commission or other governmental or regulatory authority or instrumentality or self-regulatory organization (each each, a "“Governmental Entity"), ”) or of or with any other third party by and on behalf of the Company or any of its Subsidiaries (or by or on behalf of any acquiror of the Company) are necessary in connection with (1A) the execution and delivery by Edify the Company of this Agreement and the Option Agreement, (2B) the consummation by Edify the Company of the Merger and the other transactions contemplated hereby, and (3) the consummation by Edify of the Option Agreement and the transactions contemplated thereby, except, in each case, for such consents, approvals or filings, the failure of which to obtain will not have (x) a material adverse effect on the ability of S1 to consummate the transactions contemplated hereby or (y) a Material Adverse Effect on Edify, S1 or the Surviving Corporation following the Effective Timethis Agreement.

Consents and Approvals. (a) Except for (i) the effectiveness filing with the SEC of a registration statement on Form S-4 Proxy Statement in definitive form relating to register the shares meeting of S1 Common Stock to be issued in connection with the Merger (including the shares of S1 Common Stock that may be issued upon the exercise of the options referred to in Section 1.6 hereof), and the filing of the joint proxy statement/prospectus to be used in soliciting the approval of Edify's and S1's stockholders at a special meeting Company’s shareholders to be held in connection with this Agreement and the transactions contemplated hereby by this Agreement (the "“Proxy Statement/Prospectus"”), (ii) the approval of this Agreement by the requisite vote of the stockholders of Edify, (iii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL, (iii) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the rules and regulations of any applicable industry self-regulatory organization (“SRO”), and the rules of the NASDAQ, or that are required under insurance industry regulations and other similar laws, (iv) filings required under the HSR Act, (v) the regulatory consents, approvals and clearances from banking regulatory Governmental Authorities set forth on Disclosure Schedule 3.7(A) (the “Banking Regulatory Consents”), (vi) the regulatory consents, approvals and clearances from insurance regulatory Governmental Authorities set forth on Disclosure Schedule 3.7(B) (the “Insurance Regulatory Consents”), (vii) the regulatory consents, approvals, clearances and licenses from lender services regulatory Governmental Authorities set forth on Disclosure Schedule 3.7(C) (the “Lender Services Regulatory Consents and Licenses”), or (viii) such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as may the failure of which to be required obtained or made would not, individually or in the aggregate, have or be reasonably likely to have a material adverse effect on the ability of Company and its Subsidiaries to perform their obligations under applicable federal, foreign and state securities (this Agreement or related) laws and, if applicable, consummate the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act"), and the securities or antitrust laws of any foreign country, and (v) such filings, authorizations or approvals as may be set forth in Section 3.4 of the Edify Disclosure Schedule, transactions contemplated hereby no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental authority or instrumentality (each a "Governmental Entity"), or with any third party Authority are necessary to be obtained or made by Company or any of its Subsidiaries in connection with (1) the execution and delivery by Edify of this Agreement and the Option Agreement, (2) the consummation by Edify Company of the Merger and the other transactions contemplated hereby, by this Agreement. No consents or approvals of or filings or registrations with any Governmental Authority are necessary in connection with the execution and (3) the consummation delivery by Edify Company of the Option Agreement and the transactions contemplated thereby, except, in each case, for such consents, approvals or filings, the failure of which to obtain will not have (x) a material adverse effect on the ability of S1 to consummate the transactions contemplated hereby or (y) a Material Adverse Effect on Edify, S1 or the Surviving Corporation following the Effective Timethis Agreement.

Consents and Approvals. (a) Except for (i) the effectiveness filing of a registration statement on Form S-4 to register the shares of S1 Common Stock to be issued in connection applications and notices, as applicable, with the Merger (including the shares Board of S1 Common Stock that may be issued upon the exercise Governors of the options referred to in Section 1.6 hereofFederal Reserve System (the “FRB”), the FDIC, and the MDBCF, with respect to the Share Exchange, the Corporate Merger and the Bank Merger, as applicable, and approval of such applications and notices, (ii) the filing of any required applications, filings or notices with any other federal, state or foreign agencies or regulatory (including self-regulatory) authorities and approval or grant of such applications, filings and notices (the joint proxy statement“Other Regulatory Approvals”), (iii) the filing with the Securities and Exchange Commission (the “SEC”) of a Proxy Statement/prospectus Prospectus in definitive form (including any amendments or supplements thereto, the “Proxy Statement”) relating to be used in soliciting (a) the approval of Edify's and S1's stockholders at a special meeting to be held in connection with this Agreement and the transactions contemplated hereby by the shareholders of FTC at a meeting at which a quorum consisting of at least a majority of the outstanding shares of FTC Common Stock entitled to vote on the plan exists or, in lieu of approval at a meeting, the written approval or consent of a majority of the outstanding shares of FTC Common Stock entitled to vote on the plan (the "Proxy Statement/Prospectus"“Requisite FTC Approval”), and (iib) the approval registration of this Agreement the shares of BancPlus Common Stock constituting the Aggregate Stock Consideration on Form S-4 (the “Form S-4”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), and declaration of effectiveness of the Form S-4 by the requisite vote SEC, (iv) compliance with the applicable requirements of the stockholders Securities Exchange Act of Edify1934, as amended (iiithe “Exchange Act”), and such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of BancPlus Common Stock constituting a portion of the Share Exchange Consideration pursuant to this Agreement, and (v) the filing of the Certificate Articles of Share Exchange and Articles of Merger with the Mississippi Secretary of State of the State of Delaware and Louisiana Secretary pursuant to the DGCLMBCA and LBCA, (iv) such consentsand the filing of the Bank Merger Certificates, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal, foreign and state securities (or related) laws and, if applicable, the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act"), and the securities or antitrust laws of any foreign country, and (v) such filings, authorizations or approvals as may be set forth in Section 3.4 of the Edify Disclosure Schedulelaw, no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental authority or instrumentality or self-regulatory organization (an “SRO”) (each a "“Governmental Entity"), ”) or with any third party Regulatory Agency are necessary by BancPlus or BankPlus in connection with (1A) the execution and delivery by Edify BancPlus and BankPlus of this Agreement and the Option Agreement, or (2B) the consummation by Edify BancPlus or any of its Subsidiaries, as applicable, of the Share Exchange, the Corporate Merger and the other transactions contemplated herebyhereby (including the Bank Merger). As of the date hereof, BancPlus has no knowledge of any reason why the necessary regulatory approvals and consents will not be received to permit consummation of the Share Exchange, the Corporate Merger, the Bank Merger and the other transactions contemplated herein on a timely basis. Except for any consents, authorizations, or approvals which are listed in Sections 3.3 or 3.4 of the BancPlus Disclosure Schedule and adoption and approval of the Bank Merger by BancPlus as the sole shareholder of BankPlus, no consents, authorizations, or approvals of any person, other than a Governmental Entity or Regulatory Agency, are necessary by BancPlus or BankPlus in connection with (3x) the execution and delivery by BancPlus and BankPlus of this Agreement or (y) the consummation by Edify BancPlus or any of its Subsidiaries, as applicable, of the Option Agreement Share Exchange, the Corporate Merger, and the transactions contemplated thereby, except, in each case, for such consents, approvals or filings, the failure of which to obtain will not have (x) a material adverse effect on the ability of S1 to consummate the other transactions contemplated hereby or (y) a Material Adverse Effect on Edify, S1 or including the Surviving Corporation following the Effective TimeBank Merger).”

Consents and Approvals. (a) Except for (i) the effectiveness filing of a registration statement on Form S-4 to register the shares of S1 Common Stock to be issued in connection any required applications, filings and notices, as applicable, with the Merger (including the shares of S1 Common Stock that NYSE, and such other consents, approvals, filings or registrations as may be issued upon the exercise required under any antitrust or competition Laws of the options referred to in Section 1.6 hereofnon-U.S. jurisdictions (collectively, “Competition Laws”), and the filing of the joint proxy statement/prospectus to be used in soliciting the approval of Edify's and S1's stockholders at a special meeting to be held in connection with this Agreement and the transactions contemplated hereby (the "Proxy Statement/Prospectus"), (ii) the approval of this Agreement by the requisite vote of the stockholders of Edify, (iii) the filing of any required applications, filings and notices, as applicable, for foreign investment clearance of any jurisdiction, (iv) the Certificate filing by Camber with the SEC of a joint proxy statement in definitive form (including any amendments or supplements thereto, the “Joint Proxy Statement”), and a registration statement on Form S-4 in which the Joint Proxy Statement will be included as a prospectus (the “S-4”), and the declaration of effectiveness of the S-4, (v) the filing of the Articles of Merger with the Nevada Secretary of State of the State of Delaware pursuant to the DGCLNRS, (ivvi) such consents, approvals, orders, authorizations, registrations, declarations filings and filings approvals as may are required to be required made or obtained under applicable federal, foreign and state securities (or related) laws and, if applicable, the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act"), and the securities or antitrust “Blue Sky” laws of any foreign countryvarious states in connection with the issuance of the shares of Camber Common Stock pursuant to this Agreement and the approval of the listing of such Camber Common Stock on the NYSE, as applicable; and (v) such filings, authorizations or approvals as may be set forth in Section 3.4 the consent of the Edify Disclosure Scheduleholders of Camber’s Series C Preferred Stock, no material consents or approvals of of, or filings or registrations with with, any court, administrative agency or commission or other governmental or regulatory authority or instrumentality or self-regulatory organization (SRO) (each a "“Governmental Entity"), or with any third party ”) are necessary in connection with (1A) the execution and delivery by Edify Camber of this Agreement and the Option Agreement, or (2B) the consummation by Edify Camber of the transactions contemplated hereby. As of the date hereof, Camber is not aware of any reason why the necessary regulatory approvals and consents will not be received by Camber or Merger Sub to permit consummation of the Merger and the other transactions contemplated hereby, and (3) the consummation by Edify on a timely basis. As of the Option date hereof, to the knowledge of Camber, there is no fact or circumstance existing that would require or reasonably be expected to require either party to invoke their right to change the structure of effecting the combination of Viking and Camber to a Direct Merger pursuant to Section 6.15 hereof. February 2021 - Agreement and the transactions contemplated thereby, except, in each case, for such consents, approvals or filings, the failure Plan of which to obtain will not have (x) a material adverse effect on the ability of S1 to consummate the transactions contemplated hereby or (y) a Material Adverse Effect on Edify, S1 or the Surviving Corporation following the Effective Time.Merger

Consents and Approvals. (a) Except for Each of the Company, Parent and Purchaser shall use its commercially reasonable efforts to (i) the effectiveness of a registration statement on Form S-4 to register the shares of S1 Common Stock take, or cause to be issued taken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under any applicable Law or otherwise to consummate and make effective the Transactions as promptly as practicable, (ii) obtain from any Governmental Entities any consents, licenses, permits, waivers, clearances, approvals, authorizations or orders required to be obtained or made by Parent, Purchaser or the Company or any of their respective Subsidiaries, or avoid any action or proceeding by any Governmental Entity (including those in connection with the Merger HSR Act and any other antitrust or competition Law or regulation (including the shares of S1 Common Stock that may be issued upon the exercise of the options referred to in Section 1.6 hereof“Required Governmental Approvals”)), and the filing of the joint proxy statement/prospectus to be used in soliciting the approval of Edify's and S1's stockholders at a special meeting to be held in connection with the authorization, execution and delivery of this Agreement and the transactions contemplated hereby (the "Proxy Statement/Prospectus"), (ii) the approval of this Agreement by the requisite vote consummation of the stockholders of EdifyTransactions, (iii) make or cause to be made the filing applications or filings required to be made by Parent, Purchaser or the Company or any of their respective Subsidiaries under or with respect to the HSR Act, any other applicable Required Governmental Approvals or any other applicable Laws in connection with the authorization, execution and delivery of this Agreement and the consummation of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCLTransactions, (iv) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required comply at the earliest reasonably practicable date with any request under applicable federal, foreign and state securities (or related) laws and, if applicable, with respect to the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act"), any other Required Governmental Approvals and any such other applicable Laws for additional information, documents or other materials received by Parent or the securities Company or antitrust laws any of their respective Subsidiaries from the Federal Trade Commission or the Department of Justice or any foreign countryother Governmental Entity in connection with such applications or filings or the Transactions, and (v) such filings, authorizations or approvals as may be set forth in Section 3.4 of coordinate and cooperate with the Edify Disclosure Schedule, no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental authority or instrumentality (each a "Governmental Entity"), or with any third party are necessary in connection with making (1A) any filing under or with respect to the execution HSR Act, any other Required Governmental Approvals or any such other applicable Laws and delivery (B) any filings, conferences or other submissions related to resolving any investigation or other inquiry by Edify of any such Governmental Entity. Nothing in this Agreement and the Option Agreementshall be deemed to require Parent to agree to, (2) the consummation by Edify or proffer to, divest or hold separate any assets or any portion of the Merger and the other transactions contemplated hereby, and (3) the consummation by Edify any business of the Option Agreement and the transactions contemplated thereby, except, in each case, for such consents, approvals or filingsParent, the failure Company or any of which to obtain will not have (x) a material adverse effect on the ability of S1 to consummate the transactions contemplated hereby or (y) a Material Adverse Effect on Edify, S1 or the Surviving Corporation following the Effective Timetheir respective affiliates.

Consents and Approvals. (a) Except for Subject to the accuracy of Parent’s and Merger Sub’s representations and warranties set forth in Section 4.11 and 4.12, no consents, authorizations or Approvals of, or filings or registrations with, any Governmental Entities are required to be obtained or made by or on behalf of the Company or any of its Subsidiaries in connection with the execution, delivery or performance by the Company of this Agreement or the consummation of the Merger and the other transactions contemplated hereby, except for: (i) the effectiveness filing with the SEC of a registration proxy statement on Form S-4 in preliminary and definitive form relating to register the shares of S1 Common Stock to be issued in connection with the Merger (including the shares of S1 Common Stock that may be issued upon the exercise meeting of the options referred to in Section 1.6 hereof), and the filing stockholders of the joint proxy statement/prospectus to be used in soliciting the approval of Edify's and S1's stockholders at a special meeting Company to be held in connection with to vote on the adoption of this Agreement and (as amended or supplemented from time to time, the transactions contemplated hereby (the "“Proxy Statement/Prospectus"”), (ii) the approval of this Agreement by the requisite vote of the stockholders of Edify, (iii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCLDelaware, (iviii) such consents, approvals, orders, authorizations, registrations, declarations and any notices or filings as may be required under applicable federal, foreign and state securities (or related) laws and, if applicable, the HartXxxx-Xxxxx-Xxxxxx Xxxitrust Antitrust Improvements Act of 1976, as amended (the "“HSR Act"”), and the securities or antitrust laws of any foreign country, and competition Laws and/or foreign investment Laws (v) such filings, authorizations or approvals Laws solely as may be set forth in Section 3.4 3.4(a)(iii) of the Edify Company Disclosure Schedule, no consents the “Foreign Regulatory Laws”) and the expiration or approvals termination of any applicable waiting periods (or filings approval) thereunder, (iv) the consents, authorizations, approvals, filings, notifications or registrations with required under any courtMoney Transmitter Requirements applicable to the Money Transmitter Licenses of the Company or any of its Subsidiaries set forth on Section 3.4(a)(iv) of the Company Disclosure Schedule, administrative agency or commission or other governmental authority or instrumentality (each a "Governmental Entity"), or with any third party are necessary in connection with (1v) the execution other consents and delivery by Edify of this Agreement and the Option Agreement, (2approvals as set forth on Section 3.4(a)(v) the consummation by Edify of the Merger and the other transactions contemplated herebyCompany Disclosure Schedule, and (3vi) the consummation by Edify of the Option Agreement and the transactions contemplated thereby, except, in each case, for such other consents, approvals or filingsauthorizations, approvals, filings and registrations, the failure of which to obtain will or make would not have (x) a material adverse effect on or reasonably be expected to have, individually or in the ability of S1 to consummate the transactions contemplated hereby or (y) aggregate, a Material Adverse Effect on Edify, S1 or the Surviving Corporation following the Effective TimeEffect.

Consents and Approvals. No consent, approval, authorization, order, registration or qualification of or with any third party or any Governmental Entity is required for the distribution of the Rights, the sale, issuance and delivery of the Offered Shares upon exercise of the Rights (a) Except for including the Investor Offered Shares and, if applicable, the Investor Over-Subscription Shares), the consummation of the Rights Offering, and the execution and delivery by the Company of the Transaction Agreements and performance of and compliance by the Company with all of the provisions thereof and the consummation of the transactions contemplated therein, except (i) the effectiveness registration under the Securities Act of a registration statement on Form S-4 the issuance of the Offered Shares (excluding any Investor Offered Shares and any Investor Over-Subscription Shares) pursuant to register the shares of S1 Common Stock to be issued in connection with the Merger (including the shares of S1 Common Stock that may be issued upon the exercise of the options referred to in Section 1.6 hereof), and the filing of the joint proxy statement/prospectus to be used in soliciting the approval of Edify's and S1's stockholders at a special meeting to be held in connection with this Agreement and the transactions contemplated hereby (the "Proxy Statement/Prospectus")Rights, (ii) the approval of this Agreement by the requisite vote of the stockholders of Edify, (iii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL, (iv) such consents, approvals, orders, authorizations, registrations, declarations and filings registrations or qualifications as may be required under applicable federal, foreign and state securities or “blue sky” laws in connection with distribution of the Rights and the issuance of the Offered Shares (or relatedincluding any Investor Offered Shares and any Investor Over-Subscription Shares) laws andpursuant to the exercise of Rights, (iii) if applicable, filings required under, and compliance with other applicable requirements of, the HartXxxx-Xxxxx-Xxxxxx Xxxitrust Antitrust Improvements Act of 1976, as amended (the "HSR Act")amended, and the securities or antitrust laws rules and regulations promulgated thereunder (the “HSR Act”), (iv) filings required with the New York Stock Exchange in connection with listing of any foreign country, the Rights and the shares to be issued in the Rights Offering and pursuant to this Agreement and (v) the registration of the resale of the shares issued to the Investors pursuant to this Agreement, including such filings“blue sky” consents, authorizations approval authorizations, registrations or approvals qualifications as may be set forth in Section 3.4 of the Edify Disclosure Schedule, no consents necessary or approvals of or filings or registrations with any court, administrative agency or commission or other governmental authority or instrumentality (each a "Governmental Entity"), or with any third party are necessary in connection with (1) the execution and delivery by Edify of this Agreement and the Option Agreement, (2) the consummation by Edify of the Merger and the other transactions contemplated hereby, and (3) the consummation by Edify of the Option Agreement and the transactions contemplated thereby, except, in each case, for such consents, approvals or filings, the failure of which to obtain will not have (x) a material adverse effect on the ability of S1 to consummate the transactions contemplated hereby or (y) a Material Adverse Effect on Edify, S1 or the Surviving Corporation following the Effective Timeappropriate.

Consents and Approvals. (a) Except for (i) the effectiveness approval of a registration statement on Form S-4 to register the shares Merger by the Office of S1 Thrift Supervision (the "OTS"), (ii) approval of the listing of the Washington Mutual Common Stock to be issued in connection the Merger on NYSE, (iii) the filing with the Merger Securities and Exchange Commission (including the shares "SEC") of S1 Common Stock that may be issued upon a proxy statement in definitive form relating to the exercise meeting of the options referred to in Section 1.6 hereof), and the filing of the joint proxy statement/prospectus to be used in soliciting the approval of Edify's and S1Dime's stockholders at a special meeting to be held in connection with to vote on approval of this Agreement and the transactions contemplated hereby Merger (the "Proxy Statement/Prospectus")) and any filings or approvals under applicable state securities laws, (ii) the approval of this Agreement by the requisite vote of the stockholders of Edify, (iiiiv) the filing of the Certificate of Merger with the Delaware Secretary of State of the State of Delaware pursuant to the DGCL, (ivvi) such consentsthe adoption of this Agreement by the requisite votes of the stockholders of Dime, approvals, orders, authorizations, registrations, declarations (vii) the consents and filings as may be required under applicable federal, foreign and state securities (or related) laws and, if applicable, the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act"), and the securities or antitrust laws of any foreign country, and (v) such filings, authorizations or approvals as may be set forth in Section 3.4 4.4 of the Edify Dime Disclosure Schedule, and (viii) the consents and approvals of third parties which are not Governmental Entities (as hereinafter defined), the failure of which to be obtained will not have and would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect on Dime or Washington Mutual, no consents or approvals of of, or filings or registrations with with, any court, administrative agency or commission or other governmental authority or instrumentality or self-regulatory organization (each a "Governmental Entity"), ) or with any third party are necessary required to be obtained by Dime or its Subsidiaries in connection with (1A) the execution and delivery by Edify Dime of this Agreement and the Option Agreement, (2B) the consummation by Edify Dime of the Merger and the other transactions contemplated hereby, and (3) the consummation by Edify of the Option Agreement and the transactions contemplated thereby, except, in each case, for such consents, approvals or filings, the failure of which to obtain will not have (x) a material adverse effect on the ability of S1 to consummate the transactions contemplated hereby or (y) a Material Adverse Effect on Edify, S1 or the Surviving Corporation following the Effective Time.

Consents and Approvals. Except for (a) Except for the filing of any required applications, filings or notices with the Board of Governors of the Federal Reserve System (ithe “Federal Reserve”), the FDIC, the Texas Department of Banking, the Office of the Comptroller of the Currency (the “OCC”) and approval of or non-objection to such applications, filings and notices, (b) compliance with any applicable requirements of the Exchange Act and the Securities Act, including, the Joint Proxy Statement and Form S-4 in which the Joint Proxy Statement will be included as a prospectus, and declaration of effectiveness of a registration statement on the Form S-4 to register the shares of S1 Common Stock to be issued in connection with the Merger S-4, (including the shares of S1 Common Stock that may be issued upon the exercise of the options referred to in Section 1.6 hereof), and c) the filing of the joint proxy statement/prospectus to be used in soliciting Articles of Merger with the approval of Edify's SDAT and S1's stockholders at a special meeting to be held in connection with this Agreement and the transactions contemplated hereby (the "Proxy Statement/Prospectus"), (ii) the approval of this Agreement by the requisite vote of the stockholders of Edify, (iii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware Texas pursuant to the DGCLMGCL and TBOC, respectively, (ivd) the filing of the Bank Merger Certificates, (e) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of Parent Common Stock pursuant to this Agreement, (f) approval of listing of such Parent Common Stock on the NASDAQ Global Select Market (the “NASDAQ”), (g) the filing of any required applications, filings or notices with the Federal Home Loan Bank and (h) such other notices, consents, approvals, ordersnon-objections, waivers, authorizations, registrationsapplications, declarations and filings as may or registrations the failure of which to be required under applicable federalobtained or made would not be reasonably likely to have, foreign and state securities (individually or related) laws andin the aggregate, if applicable, the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act"), and the securities or antitrust laws of any foreign country, and (v) such filings, authorizations or approvals as may be set forth in Section 3.4 of the Edify Disclosure Schedulea Material Adverse Effect on Company, no notices to, consents or approvals of or non-objections of, waivers or authorizations by, or applications, filings or registrations with any foreign, federal, state or local court, administrative agency agency, arbitrator or commission or other governmental governmental, prosecutorial, regulatory, self-regulatory authority or instrumentality (each each, a "“Governmental Entity"), ”) are required to be made or with obtained by Company or any third party are necessary of its Subsidiaries in connection with (1i) the execution and delivery by Edify Company of this Agreement and the Option Agreement, or (2ii) the consummation by Edify of the Merger and the other transactions contemplated hereby, and (3) the consummation by Edify of the Option Agreement and the transactions contemplated thereby, except, in each case, for such consents, approvals or filings, the failure of which to obtain will not have (x) a material adverse effect on the ability of S1 to consummate the transactions contemplated hereby or (y) a Material Adverse Effect on Edify, S1 or the Surviving Corporation following the Effective Time.

Consents and Approvals. (a) Except for (i) the effectiveness filing of a notification and report form under the HSR Act and the termination or expiration of the waiting period under the HSR Act, (ii) the filing of any other required applications or notices with any state or foreign agencies and approval of such applications and notices (the “Other Approvals”), (iii) the filing with the SEC of a proxy statement/prospectus relating to the matters to be submitted to Premcor’s stockholders at the Premcor Stockholders Meeting (such proxy statement/prospectus, and any amendments or supplements thereto, the “Proxy Statement/Prospectus”) and a registration statement on Form S-4 with respect to register the shares issuance of S1 Valero Common Stock to be issued in connection with the Merger (including the shares of S1 Common Stock that may be issued upon the exercise of the options referred to in Section 1.6 hereof)such Form S-4, and any amendments or supplements thereto, the filing of the joint proxy statement/prospectus to be used in soliciting the approval of Edify's and S1's stockholders at a special meeting to be held in connection with this Agreement and the transactions contemplated hereby (the "Proxy Statement/Prospectus"“Form S-4”), (ii) the approval of this Agreement by the requisite vote of the stockholders of Edify, (iiiiv) the filing of the Certificate of Merger Merger, (v) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the Secretary of State rules of the State NYSE, (vi) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of Delaware various states in connection with the issuance of Valero Common Stock pursuant to this Agreement (the DGCL, (iv) such consents, approvals, orders, authorizations, registrations, declarations filings and filings as may be registration required under applicable federal, foreign and state securities or in relation to the foregoing clauses (or relatedi) laws and, if applicable, the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, though (vi) being referred to as amended (the "HSR Act"), and the securities or antitrust laws of any foreign country, “Necessary Consents”) and (vvii) such filingsother consents, authorizations approvals, filings and registrations the failure of which to obtain or approvals as may make would not reasonably be set forth in Section 3.4 of expected to have a Material Adverse Effect on Premcor or the Edify Disclosure ScheduleSurviving Corporation, no consents or approvals of or filings or registrations with any supranational, national, state, municipal, local or foreign government, any instrumentality, subdivision, court, administrative agency or commission or other authority thereof, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority or instrumentality (each each, a "“Governmental Entity"), or with any third party ”) are necessary in connection with (1A) the execution and delivery by Edify Premcor of this Agreement and the Option Agreement, (2B) the consummation by Edify Premcor of the Merger and the other transactions contemplated hereby, and (3) the consummation by Edify of the Option Agreement and the transactions contemplated thereby, except, in each case, for such consents, approvals or filings, the failure of which to obtain will not have (x) a material adverse effect on the ability of S1 to consummate the transactions contemplated hereby or (y) a Material Adverse Effect on Edify, S1 or the Surviving Corporation following the Effective Timeby this Agreement.

Consents and Approvals. (a) Except for (i) the effectiveness approval of a registration statement on Form S-4 to register the shares of S1 Common Stock to be issued in connection with the Merger and the Second Merger by the Federal Reserve Board (including the shares of S1 Common Stock that may be issued upon the exercise of the options referred to in Section 1.6 hereof“FRB”), the Office of Comptroller of Currency (“OCC”), the Federal Deposit Insurance Corporation (“FDIC”) and the filing Georgia Department of Banking and Finance (“GDBF”) under the joint proxy statement/prospectus to be used in soliciting the approval Financial Institutions Code of Edify's and S1's stockholders at a special meeting to be held in connection with this Agreement and the transactions contemplated hereby (the "Proxy Statement/Prospectus")Georgia, (ii) the approval filing with the Securities and Exchange Commission (the “SEC”) of this Agreement by a proxy statement in definitive form relating to the requisite vote meetings of the stockholders of EdifySeasons to be held to vote on the adoption of this Agreement (the “Proxy Statement”) in which the Proxy Statement will be included as a prospectus and any filings or approvals under applicable state securities laws, (iii) the filing of the Certificate Articles of Merger with the Secretary of State of the State of Delaware Georgia and the Secretary of State of the State of Mississippi pursuant to the DGCLActs, (iv) such consentsthe adoption of this Agreement by the Required Seasons Vote, approvals(v) the consents and approvals set forth in Section 3.4 of the Seasons Disclosure Schedule, orders, authorizations, registrations, declarations and (vi) any notices or filings as may be required if any under applicable federal, foreign and state securities (or related) laws and, if applicable, the HartXxxx-Xxxxx-Xxxxxx Xxxitrust Antitrust Improvements Act of 1976, as amended (the "“HSR Act"”), and (vii) the securities consents and approvals of third parties which are not Governmental Entities (as hereinafter defined), the failure of which to be obtained will not have and would not be reasonably expected to have, individually or antitrust laws of any foreign countryin the aggregate, and (v) such filings, authorizations a Material Adverse Effect on Seasons or approvals as may be set forth in Section 3.4 of the Edify Disclosure ScheduleParent, no consents or approvals of of, or filings or registrations with with, any court, administrative agency or commission or other governmental authority or instrumentality or self-regulatory organization (each each, a "“Governmental Entity"), ”) or with any other third party are necessary in connection with (1A) the execution and delivery by Edify Seasons of this Agreement and the Option Agreement, (2B) the consummation by Edify Seasons of the Merger and the other transactions contemplated hereby, and (3) the consummation by Edify of the Option Agreement and the transactions contemplated thereby, except, in each case, for such consents, approvals or filings, the failure of which to obtain will not have (x) a material adverse effect on the ability of S1 to consummate the transactions contemplated hereby or (y) a Material Adverse Effect on Edify, S1 or the Surviving Corporation following the Effective Time.

Consents and Approvals. (a) Except for (i) receipt of the effectiveness SEC Exemptive Relief, (ii) the filing with the SEC of (A) a joint proxy statement in definitive form, or an amendment to the joint proxy statement previously delivered to stockholders of MDLY and SIC in connection with the Original Merger Agreement (such proxy statement, whether new or an amendment to the existing proxy statement, the “Joint Proxy Statement/Prospectus”), relating to the special meeting of MDLY’s stockholders to be held in order to obtain MDLY Stockholder Approval (the “MDLY Stockholder Meeting”) and the special meeting of SIC’s stockholders to be held to vote on the SIC Matters (the “SIC Stockholder Meeting”), (B) a registration statement on Form S-4 N- 14, or an amendment to register the shares of S1 Common Stock to be issued in connection registration statement on Form N-14 previously filed with the Merger SEC (including such registration statement, whether new or amended, the shares of S1 Common Stock that may “Form N-14 Registration Statement”), in which the Joint Proxy Statement/Prospectus will be issued upon included as a prospectus, and (C) a Rule 13E-3 Transaction Statement on Schedule 13E-3 relating to the exercise of transactions contemplated by this Agreement (the options referred to in Section 1.6 hereof“Schedule 13E-3”), and the filing declaration of effectiveness of the joint proxy statement/prospectus to be used in soliciting the approval of Edify's and S1's stockholders at a special meeting to be held in connection with this Agreement and the transactions contemplated hereby (the "Proxy Statement/Prospectus"), (ii) the approval of this Agreement Form N-14 Registration Statement by the requisite vote of the stockholders of EdifySEC, (iii) the filing of the Certificate of Merger with the Delaware Secretary of State of the State of Delaware pursuant to the DGCL, (iv) such any notices, consents, authorizations, approvals, ordersfilings or exemptions in connection with compliance with the rules and regulations of the NYSE, or any other applicable self-regulatory organization (“SRO”), (v) any notices or filings under the HSR Act and the expiration of applicable waiting periods, (vi) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of SIC Common Stock pursuant to this Agreement, (vii) compliance with the Investment Company Act, and the rules and regulations promulgated thereunder, or (viii) as set forth on Section 4.4(a) of the MDLY Disclosure Schedule (the foregoing (i) through (viii) referred to collectively as the “MDLY Required Approvals”), no other consents, authorizations, registrationsapprovals, declarations and filings as may be required under applicable federalor exemptions from, foreign and state securities (or related) laws andnotices to, if applicable, the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act"), and the securities or antitrust laws of any foreign country, and (v) such filings, authorizations or approvals as may be set forth in Section 3.4 of the Edify Disclosure Schedule, no consents or approvals of or filings or registrations with with, any court, administrative agency or commission or other governmental authority or instrumentality (each a "Governmental Entity"), or with any third party Entity are necessary in connection with (1) the execution and delivery by Edify MDLY of this Agreement and the Option Agreement, (2) or the consummation by Edify MDLY of the Merger and the other transactions contemplated hereby, and (3) the consummation by Edify of the Option Agreement and the transactions contemplated thereby, except, in each case, for such consents, approvals or filings, the failure of which to obtain will not have (x) a material adverse effect on the ability of S1 to consummate the transactions contemplated hereby or (y) a Material Adverse Effect on Edify, S1 or the Surviving Corporation following the Effective Timethis Agreement.

Consents and Approvals. (a) Except for (i) the effectiveness filing of a registration statement on Form S-4 to register the shares of S1 Common Stock to be issued in connection any required applications, listing applications, filings and notices, as applicable, with the Merger (including the shares of S1 Common Stock that may be issued upon the exercise of the options referred to in Section 1.6 hereof)NYSE American, and the filing of the joint proxy statement/prospectus to be used in soliciting the approval of Edify's and S1's stockholders at a special meeting to be held in connection with this Agreement and the transactions contemplated hereby (the "Proxy Statement/Prospectus"), (ii) the approval such other consents, approvals, filings or registrations as may be required under any antitrust or competition Laws of this Agreement by the requisite vote of the stockholders of EdifyU.S. and non-U.S. jurisdictions (collectively, “Competition Laws”), (iii) the filing of any required applications, filings and notices, as applicable, for foreign investment clearance of any jurisdiction, (iv) the Certificate filing by Camber with the United States Securities and Exchange Commission (the “SEC”) of a joint proxy statement in definitive form (including any amendments or supplements thereto, the “Joint Proxy Statement”), and a registration statement on Form S-4 in which the Joint Proxy Statement will be included as a prospectus (the “S-4”), and the declaration of effectiveness of the S-4, (v) the filing of the Articles of Merger with the Nevada Secretary of State of the State of Delaware pursuant to the DGCLNRS and all other filings required under the NRS or by the Nevada Secretary in connection with the Merger, (ivvi) such consents, approvals, orders, authorizations, registrations, declarations filings and filings approvals as may are required to be required made or obtained under applicable federal, foreign and state securities (or related) laws and, if applicable, the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act"), and the securities or antitrust “Blue Sky” laws of any foreign countryvarious states in connection with the issuance of the shares of Camber Common Stock and New Camber Preferred pursuant to this Agreement and the approval of the listing of such Camber Common Stock on the NYSE American, as applicable; and (vv vii) such filings, authorizations or approvals as may be set forth in Section 3.4 the consent of the Edify Disclosure Scheduleholders of Camber’s Series C Preferred Stock and Series G Preferred Stock, no material consents or approvals of of, or filings or registrations with with, any court, administrative agency or commission or other governmental or regulatory authority or instrumentality or self-regulatory organization (SRO) (each a "“Governmental Entity"), or with any third party ”) are necessary in connection with (1A) the execution and delivery by Edify Camber of this Agreement and the Option Agreement, or (2B) the consummation by Edify Xxxxxx of the transactions contemplated hereby. As of the date hereof, Xxxxxx is not aware of any reason why the necessary regulatory approvals and consents will not be received by Camber or Merger Sub to permit consummation of the Merger and the other transactions contemplated hereby, and (3) the consummation by Edify on a timely basis. As of the Option Agreement date hereof, to the knowledge of Camber, there is no fact or circumstance existing that would require or reasonably be expected to require either party to invoke their right to change the structure of effecting the combination of Viking and the transactions contemplated thereby, except, in each case, for such consents, approvals or filings, the failure of which Camber to obtain will not have a Direct Merger (xas defined below) a material adverse effect on the ability of S1 pursuant to consummate the transactions contemplated hereby or (y) a Material Adverse Effect on Edify, S1 or the Surviving Corporation following the Effective Time.Section 6.15 hereof. February 2021 - April 2023 – First Amendment to

Consents and Approvals. (a) Except for (i) the effectiveness filing of a notification and report form under the HSR Act and the termination or expiration of the waiting period under the HSR Act, (ii) the filing of any other required applications or notices with any state or foreign agencies and approval of such applications and notices (the "Other Approvals"), (iii) the filing with the SEC of a joint proxy statement/prospectus relating to the matters to be submitted to Xxxxxxxx'x stockholders at the Xxxxxxxx Stockholders Meeting and the matters to be submitted to Tosco's stockholders at the Tosco Stockholders Meeting (such joint proxy statement/prospectus, and any amendments or supplements thereto, the "Joint Proxy Statement/Prospectus") and a registration statement on Form S-4 with respect to register the shares issuance of S1 Xxxxxxxx Common Stock to be issued in connection with the Merger (including the shares of S1 Common Stock that may be issued upon the exercise of the options referred to in Section 1.6 hereof)such Form S-4, and the filing of the joint proxy statement/prospectus to be used in soliciting the approval of Edify's and S1's stockholders at a special meeting to be held in connection with this Agreement and the transactions contemplated hereby (any amendments or supplements thereto, the "Proxy Statement/ProspectusForm S-4"), (ii) the approval of this Agreement by the requisite vote of the stockholders of Edify, (iiiiv) the filing of the Certificate Nevada Articles of Merger Merger, (v) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the Secretary of State rules of the State NYSE, (vi) such filings and approvals as are required to be made or obtained under the securities or "Blue Sky" laws of Delaware various states in connection with the issuance of Xxxxxxxx Common Stock pursuant to this Agreement (the DGCL, (iv) such consents, approvals, orders, authorizations, registrations, declarations filings and filings as may be registration required under applicable federal, foreign and state securities or in relation to the foregoing clauses (or relatedii) laws and, if applicable, the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, though (vi) being referred to as amended (the "HSR ActNecessary Consents"), and the securities or antitrust laws of any foreign country, ) and (vvii) such filingsother consents, authorizations approvals, filings and registrations the failure of which to obtain or approvals as may make would not reasonably be set forth in Section 3.4 of the Edify Disclosure Scheduleexpected to have a Material Adverse Effect on Tosco, no consents or approvals of or filings or registrations with any supranational, national, state, municipal, local or foreign government, any instrumentality, subdivision, court, administrative agency or commission or other authority thereof, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority or instrumentality (each each, a "Governmental Entity"), or with any third party ) are necessary in connection with (1A) the execution and delivery by Edify Tosco of this Agreement and the Option Agreement, (2B) the consummation by Edify Tosco of the Merger and the other transactions contemplated hereby, and (3) the consummation by Edify of the Option Agreement and the transactions contemplated thereby, except, in each case, for such consents, approvals or filings, the failure of which to obtain will not have (x) a material adverse effect on the ability of S1 to consummate the transactions contemplated hereby or (y) a Material Adverse Effect on Edify, S1 or the Surviving Corporation following the Effective Timeby this Agreement.

Consents and Approvals. Except for (a) Except for filings of applications and notices with, and receipt of consents, authorizations, approvals, exemptions or non-objections from, the Securities and Exchange Commission (i) the effectiveness of a registration statement on Form S-4 to register the shares of S1 Common Stock to be issued in connection with the Merger (including the shares of S1 Common Stock that may be issued upon the exercise of the options referred to in Section 1.6 hereof“SEC”), the Nasdaq Stock Exchange (“Nasdaq”), state securities authorities and other industry self-regulatory organizations (each, an “SRO”), (b) the filing of any other required applications, filings or notices with the joint proxy statement/prospectus to be used in soliciting Board of Governors of the Federal Reserve System (the “Federal Reserve”), the Oregon Department of Consumer and Business Services, any foreign, federal or state banking, other regulatory, self-regulatory or enforcement authorities or any courts, administrative agencies or commissions or other governmental authorities or instrumentalities (each a “Governmental Entity”) and approval of Edify's or non-objection to such applications, filings and S1's stockholders at notices (taken together with the items listed in clause (i), the “Regulatory Approvals”), (c) the filing with the SEC of a special proxy statement in definitive form relating to the meeting of Company’s shareholders to be held in connection with this Agreement and the transactions contemplated hereby by this Agreement (the "“Company Proxy Statement/Prospectus"”), (ii) which shall also serve as the approval proxy statement relating to the meeting of Purchaser’s shareholders to be held in connection with this Agreement and the transactions contemplated by this Agreement (the requisite vote “Purchaser Proxy Statement” and together with the Company Proxy Statement the “Joint Proxy Statement”) and of a registration statement on Form S-4 (or such other applicable form) (the “Form S-4”) in which the Joint Proxy Statement will be included as a prospectus, and declaration of effectiveness of the stockholders Form S-4 and the filing and effectiveness of Edifythe registration statement contemplated by Section 6.1, (iiid) the filing of the Certificate Washington Articles of Merger with the Washington Secretary and the Oregon Articles of State of Merger with the State of Delaware pursuant to the DGCLOregon Secretary, and (ive) such consents, approvals, orders, authorizations, registrations, declarations filings and filings approvals as may are required to be required made or obtained under applicable federal, foreign and state securities (or related) laws and, if applicable, the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act"), and the securities or antitrust “blue sky” laws of any foreign country, and (v) such filings, authorizations or approvals as may be set forth various states in Section 3.4 connection with the issuance of the Edify Disclosure Scheduleshares of Purchaser Common Stock pursuant to this Agreement and approval of listing of such Purchaser Common Stock on the Nasdaq, no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental authority or instrumentality (each a "Governmental Entity"), or with any third party Entity are necessary in connection with (1) the execution and delivery by Edify of this Agreement and the Option Agreement, (2) the consummation by Edify Company of the Merger and the other transactions contemplated hereby, and (3) the consummation by Edify of the Option Agreement and the transactions contemplated thereby, except, in each case, for such consents, approvals or filings, the failure of which to obtain will not have (x) a material adverse effect on the ability of S1 to consummate the transactions contemplated hereby or (y) a Material Adverse Effect on Edify, S1 or the Surviving Corporation following the Effective Timethis Agreement.

Consents and Approvals. (a) Except for (i) as set forth in Section 7.6 of the effectiveness Pinnacle Disclosure Schedule, no consent, registration, declaration, or filing with, any Governmental Entity is required by Pinnacle or any of a registration statement on Form S-4 to register the shares of S1 Common Stock to be issued its Subsidiaries in connection with the Merger (including the shares execution, delivery and performance by CEH LLC of S1 Common Stock that may be issued upon the exercise of the options referred to in Section 1.6 hereof), and the filing of the joint proxy statement/prospectus to be used in soliciting the approval of Edify's and S1's stockholders at a special meeting to be held in connection with this Agreement and the other Transaction Documents to which it is a party or the consummation by CEH LLC of the transactions contemplated hereby or thereby, except for (a) the "Proxy Statement/Prospectus")filing of a pre-merger notification and report form by CEH LLC under the HSR Act, and the expiration or termination of the applicable waiting period thereunder, (iib) the approval filing, if applicable or advisable, of this Agreement by the requisite vote a request for an Advance Ruling Certificate pursuant to Section 102 of the stockholders Competition Act (Canada) and/or the filing of Edifya pre-merger notification by CEH LLC in accordance with Part IX of the Competition Act (Canada) and the expiration of the applicable waiting period thereunder, (iiic) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant Delaware, (d) such filings in connection with any state or local tax that is attributable to the DGCLbeneficial ownership of the Pinnacle Real Property ("Gains and Transfer Taxes"), if any, (ive) such other filings and consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval necessitated by the Merger or the other transactions contemplated in this Agreement and the other Transaction Documents to which CEH LLC is a party and (f) such other consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federaldeclarations, foreign and state securities (or related) laws and, if applicable, the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act"), and the securities or antitrust laws of any foreign country, and (v) such filings, authorizations notices or approvals as may be set forth in Section 3.4 of the Edify Disclosure Schedule, no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental authority or instrumentality (each a "Governmental Entity"), or with any third party are necessary in connection with (1) the execution and delivery by Edify of this Agreement and the Option Agreement, (2) the consummation by Edify of the Merger and the other transactions contemplated hereby, and (3) the consummation by Edify of the Option Agreement and the transactions contemplated thereby, except, in each case, for such consents, approvals or filings, permits the failure of which to obtain will not be obtained or made would not, individually or in the aggregate, have (x) a material adverse effect on the ability of S1 to consummate the transactions contemplated hereby or (y) a Pinnacle Material Adverse Effect on Edify, S1 or the Surviving Corporation following the Effective TimeEffect.

Consents and Approvals. Except for (a) Except for (i) the effectiveness filings of a registration statement on Form S-4 to register the shares of S1 Common Stock to be issued in connection applications and notices, as applicable, with the Merger (including the shares of S1 Common Stock that may be issued upon the exercise state insurance authorities set forth in Section 3.4 of the options referred to in Section 1.6 hereof)Company Disclosure Schedule, and approval of such applications and notices, (b) the filing of any required applications with the joint proxy statement/prospectus to be used Federal Deposit Insurance Corporation (the “FDIC”), the California Department of Financial Institutions, and any other federal, foreign or state banking, consumer finance, insurance or other foreign, federal or state insurance or other regulatory, self-regulatory or enforcement authorities or any courts, administrative agencies or commissions or other governmental authorities or instrumentalities (each a “Governmental Entity”) set forth in soliciting Section 3.4 of the Company Disclosure Schedule, and approval of Edify's or non-objection to such applications, filings and S1's stockholders at notices (the items described in clauses (a) and (b), the “Regulatory Approvals”), (c) the filing with the SEC of a special Proxy Statement in definitive form relating to the meeting of Company’s shareholders to be held in connection with this Agreement and the transactions contemplated hereby by this Agreement (the "“Proxy Statement/Prospectus"”) and of a registration statement on Form S-4 (the “Form S-4”) in which the Proxy Statement will be included as a prospectus, and declaration of effectiveness of the Form S-4 and the filing and effectiveness of the registration statement contemplated by Section 1.5(i), (ii) the approval of this Agreement by the requisite vote of the stockholders of Edify, (iiid) the filing of the Certificate Articles of Merger with the Secretary of State of the State of Delaware SCC pursuant to the DGCLVSCA, (ive) such consents, approvals, orders, authorizations, registrations, declarations and any notices or filings as may be required under applicable federal, foreign and state securities (or related) laws and, if applicable, the HartXxxx-Xxxxx-Xxxxxx Xxxitrust Antitrust Improvements Act of 1976, as amended (the "“HSR Act"), ”) and the antitrust laws and regulations of any foreign jurisdiction and (f) such filings and approvals as are required to be made or obtained under the securities or antitrust “Blue Sky” laws of any foreign country, and (v) such filings, authorizations or approvals as may be set forth various states in Section 3.4 connection with the issuance of the Edify Disclosure Scheduleshares of Parent Common Stock pursuant to this Agreement and approval of listing of such Parent Common Stock on the NYSE, no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental authority or instrumentality (each a "Governmental Entity"), or with any third party Entity are necessary in connection with (1) the execution and delivery by Edify of this Agreement and the Option Agreement, (2) the consummation by Edify Company of the Merger and the other transactions contemplated hereby, by this Agreement. No consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with the execution and (3) the consummation delivery by Edify Company of the Option Agreement and the transactions contemplated thereby, except, in each case, for such consents, approvals or filings, the failure of which to obtain will not have (x) a material adverse effect on the ability of S1 to consummate the transactions contemplated hereby or (y) a Material Adverse Effect on Edify, S1 or the Surviving Corporation following the Effective Timethis Agreement.

Consents and Approvals. (a) Except as specifically set forth in Schedule 2.1(f), neither the Company nor any Subsidiary is required to obtain any consent, waiver, authorization or order of, or make any filing or registration with, any court or other federal, state, local or other governmental authority or other person in connection with the execution, delivery and performance by the Company of the Transaction Documents and the Certificates of Designation, except for (i) the effectiveness of a registration statement on Form S-4 to register the shares of S1 Common Stock to be issued in connection with the Merger (including the shares of S1 Common Stock that may be issued upon the exercise filings of the options referred Certificates of Designation with respect to in Section 1.6 hereof), and the filing of the joint proxy statement/prospectus to be used in soliciting the approval of Edify's and S1's stockholders at a special meeting to be held in connection with this Agreement and the transactions contemplated hereby (the "Proxy Statement/Prospectus"), (ii) the approval of this Agreement by the requisite vote of the stockholders of Edify, (iii) the filing of the Certificate of Merger Shares with the Secretary of State of the State of Delaware pursuant Delaware, which filings shall be effected prior to the DGCLSeries C Closing Date, the Series D Closing Date and the Series E Closing Date, as appropriate, (ii) the filing of the registration statements contemplated by the Registration Rights Agreement (the "Underlying Securities Registration Statement(s)") with the Securities and Exchange Commission (the "Commission"), which shall be filed in the time periods set forth in the Registration Rights Agreement (iii) the applications for the listing of the Underlying Shares and the Warrant Shares with the Nasdaq National Market (and with any other national securities exchange or market on which the Common Stock is then listed), and (iv) other than, in all other cases, where the failure to obtain such consent, waiver, authorization or order, or to give or make such notice or filing, would not materially impair or delay the ability of the Company to effect the Series C Closing, the Series D Closing or the Series E Closing and to deliver to the Purchasers the Shares (and, upon conversion of the Shares thereunder, the Underlying Shares) or to the appropriate party, the Warrants (and, upon exercise of the Warrants, the Warrant Shares) in the manner contemplated hereby and by the Registration Rights Agreement free and clear of all liens and encumbrances of any nature whatsoever (together with the consents, approvalswaivers, authorizations, orders, authorizations, registrations, declarations notices and filings as may be required under applicable federal, foreign and state securities (or related) laws and, if applicablereferred to in Schedule 2.1(f), the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR ActRequired Approvals"), and the securities or antitrust laws of any foreign country, and (v) such filings, authorizations or approvals as may be set forth in Section 3.4 of the Edify Disclosure Schedule, no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental authority or instrumentality (each a "Governmental Entity"), or with any third party are necessary in connection with (1) the execution and delivery by Edify of this Agreement and the Option Agreement, (2) the consummation by Edify of the Merger and the other transactions contemplated hereby, and (3) the consummation by Edify of the Option Agreement and the transactions contemplated thereby, except, in each case, for such consents, approvals or filings, the failure of which to obtain will not have (x) a material adverse effect on the ability of S1 to consummate the transactions contemplated hereby or (y) a Material Adverse Effect on Edify, S1 or the Surviving Corporation following the Effective Time.

Consents and Approvals. (a) Except for (i) the effectiveness of a registration statement on Form S-4 to register the shares of S1 Common Stock to be issued in connection with the Merger (including the shares of S1 Common Stock that may be issued upon the exercise of the options referred to in Section 1.6 hereof), and the filing of the joint proxy statement/prospectus to be used in soliciting applications and notices listed on Section 3.4 of the Anchor Disclosure Schedule or Section 4.4 of the Old National Disclosure Schedule and approval of Edify's or non-objection to such applications and S1's stockholders at notices, (ii) the filing with the Securities and Exchange Commission (the “SEC”) of a special Proxy Statement in definitive form relating to the meeting of Anchor’s shareholders to be held in connection with this Agreement and the transactions contemplated hereby (including any amendments or supplements thereto, the "“Proxy Statement/Prospectus"”), (ii) and of the approval of registration statement on Form S-4 in which the Proxy Statement will be included as a prospectus, to be filed with the SEC by Old National in connection with the transactions contemplated by this Agreement by (the requisite vote “S-4”) and declaration of effectiveness of the stockholders of EdifyS-4, (iii) the filing of the Certificate of Merger with the Delaware Secretary of State of the State of Delaware pursuant to the DGCL, the filing of the Articles of Merger with the Indiana Secretary and the filing of the Bank Merger Certificates, (iv) such consents, approvals, orders, authorizations, registrations, declarations and the filing of any notices or other filings as may be required under applicable federal, foreign and state securities (or related) laws and, if applicable, the HartXxxx-Xxxxx-Xxxxxx Xxxitrust Antitrust Improvements Act of 1976, as amended (the "“HSR Act"), and the securities or antitrust laws of any foreign country, ”) and (v) such filings, authorizations or filings and approvals as may are required to be set forth made or obtained under the securities or “Blue Sky” laws of various states in Section 3.4 connection with the issuance of the Edify Disclosure Scheduleshares of Old National Common Stock pursuant to this Agreement and the approval of the listing of such Old National Common Stock on the NASDAQ Global Market (the “Stock Exchange”), no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental authority or instrumentality or SRO (each a "“Governmental Entity"), or with any third party ”) are necessary in connection with (1A) the execution and delivery by Edify Anchor of this Agreement and the Option Agreement, or (2B) the consummation by Edify Anchor of the Merger and the other transactions contemplated herebyhereby (including the Bank Merger). As used in this Agreement, “SRO” means (i) any “self-regulatory organization” as defined in Section 3(a)(26) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and (3ii) the consummation by Edify of the Option Agreement and the transactions contemplated therebyany other United States securities exchange, exceptfutures exchange, in each case, for such consents, approvals commodities exchange or filings, the failure of which to obtain will not have (x) a material adverse effect on the ability of S1 to consummate the transactions contemplated hereby or (y) a Material Adverse Effect on Edify, S1 or the Surviving Corporation following the Effective Timecontract market.

Consents and Approvals. (a) Except for (i) the effectiveness filing of a registration statement on Form S-4 to register the shares of S1 Common Stock to be issued in connection applications and notices, as applicable, with the Merger (including the shares Board of S1 Common Stock that may be issued upon the exercise Governors of the options referred to in Section 1.6 hereofFederal Reserve System (the “FRB”), the FDIC, and the MDBCF, with respect to the Share Exchange, the Corporate Merger and the Bank Merger, as applicable, and approval of such applications and notices, (ii) the filing of any required applications, filings or notices with any other federal, state or foreign agencies or regulatory (including self-regulatory) authorities and approval or grant of such applications, filings and notices (the joint proxy statement“Other Regulatory Approvals”), (iii) the filing with the Securities and Exchange Commission (the “SEC”) of a Proxy Statement/prospectus Prospectus in definitive form (including any amendments or supplements thereto, the “Proxy Statement”) relating to be used in soliciting (a) the approval of Edify's and S1's stockholders at a special meeting to be held in connection with this Agreement and the transactions contemplated hereby by the shareholders of FTC at a meeting at which a quorum consisting of at least a majority of the outstanding shares of FTC Common Stock entitled to vote on the plan exists (the "Proxy Statement/Prospectus"“Requisite FTC Approval”), and (iib) the approval registration of this Agreement the shares of BancPlus Common Stock constituting the Aggregate Stock Consideration on Form S-4 (the “Form S-4”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), and declaration of effectiveness of the Form S-4 by the requisite vote SEC, (iv) compliance with the applicable requirements of the stockholders Securities Exchange Act of Edify1934, as amended (iiithe “Exchange Act”), and such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of BancPlus Common Stock constituting a portion of the Share Exchange Consideration pursuant to this Agreement, and (v) the filing of the Certificate Articles of {JX489484.11} PD.35183901.7 Share Exchange and Articles of Merger with the Mississippi Secretary of State of the State of Delaware and Louisiana Secretary pursuant to the DGCLMBCA and LBCA, (iv) such consentsand the filing of the Bank Merger Certificates, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal, foreign and state securities (or related) laws and, if applicable, the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act"), and the securities or antitrust laws of any foreign country, and (v) such filings, authorizations or approvals as may be set forth in Section 3.4 of the Edify Disclosure Schedulelaw, no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental authority or instrumentality or self-regulatory organization (an “SRO”) (each a "“Governmental Entity"), ”) or with any third party Regulatory Agency are necessary by BancPlus or BankPlus in connection with (1A) the execution and delivery by Edify BancPlus and BankPlus of this Agreement and the Option Agreement, or (2B) the consummation by Edify BancPlus or any of its Subsidiaries, as applicable, of the Share Exchange, the Corporate Merger and the other transactions contemplated herebyhereby (including the Bank Merger). As of the date hereof, BancPlus has no knowledge of any reason why the necessary regulatory approvals and consents will not be received to permit consummation of the Share Exchange, the Corporate Merger, the Bank Merger and the other transactions contemplated herein on a timely basis. Except for any consents, authorizations, or approvals which are listed in Sections 3.3 or 3.4 of the BancPlus Disclosure Schedule and adoption and approval of the Bank Merger by BancPlus as the sole shareholder of BankPlus, no consents, authorizations, or approvals of any person, other than a Governmental Entity or Regulatory Agency, are necessary by BancPlus or BankPlus in connection with (3x) the execution and delivery by BancPlus and BankPlus of this Agreement or (y) the consummation by Edify BancPlus or any of its Subsidiaries, as applicable, of the Option Agreement Share Exchange, the Corporate Merger, and the transactions contemplated thereby, except, in each case, for such consents, approvals or filings, the failure of which to obtain will not have (x) a material adverse effect on the ability of S1 to consummate the other transactions contemplated hereby or (y) a Material Adverse Effect on Edify, S1 or including the Surviving Corporation following the Effective TimeBank Merger).

Consents and Approvals. (a) Except for (i) the effectiveness of a registration statement on Form S-4 The parties hereto shall cooperate with each other and use reasonable best efforts to register the shares of S1 Common Stock promptly prepare and file all necessary documentation, to be issued in connection with the Merger (including the shares of S1 Common Stock that may be issued upon the exercise of the options referred to in Section 1.6 hereof)effect all applications, notices, petitions and the filing of the joint proxy statement/prospectus to be used in soliciting the approval of Edify's and S1's stockholders at a special meeting to be held in connection with this Agreement and the transactions contemplated hereby (the "Proxy Statement/Prospectus"), (ii) the approval of this Agreement by the requisite vote of the stockholders of Edify, (iii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL, (iv) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal, foreign and state securities (or related) laws and, if applicable, the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act"), and the securities or antitrust laws of any foreign country, and (v) such filings, authorizations or approvals to obtain as may be set forth in Section 3.4 of the Edify Disclosure Schedulepromptly as practicable all permits, no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental authority or instrumentality (each a "Governmental Entity"), or with any third party are necessary in connection with (1) the execution and delivery by Edify of this Agreement and the Option Agreement, (2) the consummation by Edify of the Merger and the other transactions contemplated hereby, and (3) the consummation by Edify of the Option Agreement and the transactions contemplated thereby, except, in each case, for such consents, approvals and authorizations of all third parties ("THIRD PARTY APPROVALS") and federal, state and local governmental agencies and authorities ("GOVERNMENTAL AUTHORITIES") which are necessary or filings, the failure of which to obtain will not have (x) a material adverse effect on the ability of S1 advisable to consummate the transactions contemplated hereby or by this Agreement (yincluding without limitation the Offer and the Merger) a Material Adverse Effect on Edify("GOVERNMENTAL APPROVALS" and, S1 together with Third Party Approvals, "APPROVALS"), and to comply with the terms and conditions of all such Approvals. Each of the parties hereto and their respective officers, directors and affiliates shall use their reasonable best efforts to file within 15 days after the date hereof, and in all events shall file within 30 days after the date hereof, all required initial applications and documents in connection with obtaining the Governmental Approvals and shall act reasonably and promptly thereafter in responding to additional requests in connection therewith; and each party will use its reasonable best efforts to secure such Governmental Approvals as expeditiously as practicable. Parent and the Company shall have the right to review in advance, and to the extent practicable each will consult the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to Parent or the Surviving Corporation following Company, as the Effective Timecase may be, and any of their respective subsidiaries, directors, officers and stockholders which appear in any filing made with, or written materials submitted to, any third party or any Governmental Authority in connection with the transactions contemplated by this Agreement. Without limiting the foregoing, each of Parent and the Company (the "NOTIFYING PARTY") will notify the other promptly of the receipt of comments or requests from Governmental Authorities relating to Governmental Approvals, and will supply the other party with copies of all correspondence between the Notifying Party or any of its representatives and Governmental Authorities with respect to Governmental Approvals.

Consents and Approvals. No consent, approval, authorization, Order, registration or qualification of or with any Governmental Entity having jurisdiction over any of the Debtors or any of their properties (each, an “Applicable Consent”) is required for the execution and delivery by the Company and, to the extent relevant, the other Debtors, of this Agreement, the Plan and the other Transaction Agreements, the compliance by the Company and, to the extent relevant, the other Debtors, with the provisions hereof and thereof and the consummation of the transactions contemplated herein and therein, except for (a) Except for the entry of the Approval Order authorizing the Company to assume this Agreement and perform the BCA Approval Obligations, (ib) entry of the Disclosure Statement Order, (c) entry by the Bankruptcy Court, or any other court of competent jurisdiction, of Orders as may be necessary in the Chapter 11 Cases from time-to-time; (d) the effectiveness entry of a registration statement on Form S-4 to register the shares Confirmation Order, (e) filings, notifications, authorizations, approvals, consents, clearances or termination or expiration of S1 Common Stock to be issued all applicable waiting periods under any Antitrust Laws in connection with the Merger (including the shares of S1 Common Stock that may be issued upon the exercise of the options referred to in Section 1.6 hereof), and the filing of the joint proxy statement/prospectus to be used in soliciting the approval of Edify's and S1's stockholders at a special meeting to be held in connection with this Agreement and the transactions contemplated hereby (the "Proxy Statement/Prospectus")by this Agreement, (ii) the approval of this Agreement by the requisite vote of the stockholders of Edify, (iii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL, (ivf) such consents, approvals, orders, authorizations, registrations, declarations and filings registrations or qualifications as may be required under applicable federal, foreign and state securities (or related) laws and“Blue Sky” Laws in connection with the purchase of the Commitment Notes and Available Notes, if applicableany, by the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act"), Commitment Parties and the securities or antitrust laws issuance of any foreign countrythe New Second Lien PIK Toggle Notes as payment of the Commitment Premium, and (vg) such filingsany Applicable Consents that, authorizations if not made or approvals as may obtained, would not reasonably be set forth expected to have, individually or in Section 3.4 of the Edify Disclosure Scheduleaggregate, no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental authority or instrumentality (each a "Governmental Entity"), or with any third party are necessary in connection with (1) the execution and delivery by Edify of this Agreement and the Option Agreement, (2) the consummation by Edify of the Merger and the other transactions contemplated hereby, and (3) the consummation by Edify of the Option Agreement and the transactions contemplated thereby, except, in each case, for such consents, approvals or filings, the failure of which to obtain will not have (x) a material adverse effect on the ability of S1 to consummate the transactions contemplated hereby or (y) a Material Adverse Effect on Edify, S1 or the Surviving Corporation following the Effective TimeEffect.

Consents and Approvals. (a) Except for (i) the effectiveness filing of a notification and report form under the HSR Act and the termination or expiration of the waiting period under the HSR Act, if such filing of a notification and report form is required by the HSR Act, and any other applicable anti-trust or competition approvals, (ii) the filing with the SEC of a joint proxy statement/prospectus relating to the matters to be submitted to Buyer's stockholders at the Buyer Stockholders Meeting and the matters to be submitted to the Company's stockholders at the Company Stockholders Meeting (such joint proxy statement/prospectus, and any amendments or supplements thereto, the "JOINT PROXY STATEMENT/PROSPECTUS") and a registration statement on Form S-4 with respect to register the shares issuance of S1 Buyer Common Stock to be issued in connection with the Merger (including the shares of S1 Common Stock that may be issued upon the exercise of the options referred to in Section 1.6 hereof)such Form S-4, and the filing of the joint proxy statement/prospectus to be used in soliciting the approval of Edify's and S1's stockholders at a special meeting to be held in connection with this Agreement and the transactions contemplated hereby (any amendments or supplements thereto, the "Proxy Statement/ProspectusFORM S-4"), (ii) the approval of this Agreement by the requisite vote of the stockholders of Edify, and (iii) the filing of the Certificate of Merger with (the Secretary of State of the State of Delaware pursuant consents, approvals, filings and registration required under or in relation to the DGCLclauses (i) though (iii) above, "NECESSARY CONSENTS"), and (iv) such other consents, approvals, orders, authorizations, registrations, declarations filings and filings registrations as may be required under applicable federal, foreign and state securities (or related) laws and, if applicable, the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act"), and the securities or antitrust laws of any foreign country, and (v) such filings, authorizations or approvals as may be set forth in Section 3.4 of 4.1(d) the Edify Company Disclosure Schedule, no consents or approvals of or filings or registrations with any supranational or national, state, municipal or local government, foreign or domestic, any instrumentality, subdivision, court, administrative agency or commission or other authority thereof, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority or instrumentality (each each, a "Governmental EntityGOVERNMENTAL ENTITY"), or with any third party ) are necessary in connection with (1A) the execution and delivery by Edify the Company of this Agreement and the Option Agreement, (2B) the consummation by Edify the Company of the Merger and the other transactions contemplated hereby, and (3) the consummation by Edify of the Option Agreement and the transactions contemplated thereby, except, in each case, for such by this Agreement. The failure to obtain the consents, approvals or filingsapprovals, filings and registrations set forth in Section 4.1(d) of the failure of which Company Disclosure Schedule would not reasonably be expected to obtain will not have (x) a material adverse effect on the ability of S1 to consummate the transactions contemplated hereby or (y) a Material Adverse Effect on Edify, S1 the Company or the Surviving Corporation following the Effective TimeBuyer.

Consents and Approvals. (a) Except for No consents or approvals of, or filings or registrations with, any Governmental Authority are necessary in connection with (i) the effectiveness execution and delivery by the ENP Parties of this Agreement or (ii) the consummation by the ENP Parties of the transactions contemplated by this Agreement, except for (A) the filing of any required applications or notices with any state or foreign agencies of competent jurisdiction and approval of such applications or notices, (B) the filing with the SEC of a proxy statement relating to the matters to be submitted to the ENP Unitholders at the ENP Meeting, a proxy statement relating to the matters to be submitted to the VNR Unitholders at the VNR Meeting and a registration statement on Form S-4 with respect to register the shares issuance of S1 the New Common Stock to be issued Units in connection with the Merger (including such registration statement and any amendments or supplements thereto, the shares of S1 Common Stock that may be issued upon the exercise of the options referred to in Section 1.6 hereof), “Registration Statement,” and the filing of the joint proxy statement/prospectus to be used included in soliciting such Registration Statement and any amendments or supplements thereto, the approval of Edify's and S1's stockholders at a special meeting to be held in connection with this Agreement and the transactions contemplated hereby (the "“Proxy Statement/Prospectus"”), (ii) the approval of this Agreement by the requisite vote of the stockholders of Edify, (iiiC) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCLDelaware, (ivD) such any consents, authorizations, approvals, ordersfilings or exemptions in connection with compliance with the rules of the NYSE, authorizations, registrations, declarations (E) such filings and filings approvals as may be required to be made or obtained under applicable federal, foreign and state securities (or related) laws and, if applicable, the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act"), and the securities or antitrust “Blue Sky” laws of any foreign countryvarious states in connection with the issuance of VNR Common Units pursuant to this Agreement, and (vF) such filings, authorizations or filings and approvals as may be set forth in Section 3.4 of required to be made or obtained under the Edify Disclosure ScheduleHSR, no consents or approvals of or and (G) such other consents, authorizations, approvals, filings or registrations with any court, administrative agency the absence or commission or other governmental authority or instrumentality (each a "Governmental Entity"), or with any third party are necessary in connection with (1) the execution and delivery by Edify of this Agreement and the Option Agreement, (2) the consummation by Edify of the Merger and the other transactions contemplated hereby, and (3) the consummation by Edify of the Option Agreement and the transactions contemplated thereby, except, in each case, for such consents, approvals or filings, the failure unavailability of which could not, either individually or in the aggregate, reasonably be expected to obtain will not have (x) a material adverse effect on the ability of S1 to consummate the transactions contemplated hereby or (y) a Material Adverse Effect on Edify, S1 or the Surviving Corporation following the Effective TimeENP.

Consents and Approvals. Assuming the accuracy of the Commitment Parties’ representations and warranties in Section 6, no consent, approval, authorization, order, registration or qualification of or with any Governmental Entity having jurisdiction over any of the Debtors is required for the distribution of the Subscription Rights by the Company, the sale, issuance and delivery of the Total Committed Equity Interests by the Company, the consummation of the Rights Offering by the Company and the execution and delivery by the Debtors of this Agreement or the Plan and compliance by them with all of the provisions hereof and thereof (aincluding payment of the Backstop Commitment Premium and Transaction Expenses of the Commitment Parties as required herein) Except for or the consummation of the transactions contemplated hereby and thereby, except (i) the effectiveness entry of a registration statement on Form S-4 the Backstop Commitment Agreement Order and the Confirmation Order, (ii) filings, if any, pursuant to register the shares HSR Act and the expiration or termination of S1 Common Stock to be issued all applicable waiting periods thereunder or any applicable notification, authorization, approval or consent under any other Antitrust Laws (as defined below) in connection with the Merger (including the shares of S1 Common Stock that may be issued upon the exercise of the options referred to in Section 1.6 hereof), and the filing of the joint proxy statement/prospectus to be used in soliciting the approval of Edify's and S1's stockholders at a special meeting to be held in connection with this Agreement and the transactions contemplated hereby (the "Proxy Statement/Prospectus"), (ii) the approval of by this Agreement by the requisite vote of the stockholders of EdifyAgreement, (iii) the filing of the Certificate of Merger any other corporate documents in connection with the Secretary of State of the State of Delaware pursuant to the DGCLtransactions contemplated by this Agreement with applicable state filing agencies, (iv) such consents, approvals, orders, authorizations, registrations, declarations and filings registrations or qualifications as may be required under applicable federalforeign securities laws, foreign and federal securities laws or state securities (or related) “blue sky” laws and, if applicable, in connection with the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act offer and sale of 1976, as amended (the "HSR Act"), and the securities or antitrust laws of any foreign country, Total Committed Equity Interests and (v) such filings, authorizations or approvals as may be set forth in Section 3.4 of the Edify Disclosure Schedule, no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental authority or instrumentality (each a "Governmental Entity"), or with any third party are necessary in connection with (1) the execution and delivery by Edify of this Agreement and the Option Agreement, (2) the consummation by Edify of the Merger and the other transactions contemplated hereby, and (3) the consummation by Edify of the Option Agreement and the transactions contemplated thereby, except, in each case, for such consents, approvals approvals, authorizations, registrations or filings, qualifications the failure absence of which would not, individually or in the aggregate, reasonably be expected to obtain will not have (x) a material adverse effect on the ability of S1 to consummate the transactions contemplated hereby or (y) result in a Material Adverse Effect on Edify, S1 or the Surviving Corporation following the Effective TimeEffect.

Consents and Approvals. Except for (a) Except for the filing of a notification and report form under the HSR Act and the termination or expiration of the waiting period under the HSR Act, (ib) the effectiveness filing of any other required applications or notices with any state or foreign agencies and approval of such applications and notices (the "Other Required Governmental Approvals"), (c) the filing with the SEC of a joint proxy statement/prospectus relating to the matters to be submitted to Parent's stockholders at the Parent Stockholders Meeting and to Company's stockholders at the Company Stockholders Meeting (such joint proxy statement/prospectus, and any amendments or supplements thereto, the "Joint Proxy Statement/Prospectus") and a registration statement on Form S-4 with respect to register the shares issuance of S1 Parent Common Stock to be issued in connection with the Merger (including the shares of S1 Common Stock that may be issued upon the exercise of the options referred to in Section 1.6 hereof)such Form S-4, and the filing of the joint proxy statement/prospectus to be used in soliciting the approval of Edify's and S1's stockholders at a special meeting to be held in connection with this Agreement and the transactions contemplated hereby (any amendments or supplements thereto, the "Proxy Statement/ProspectusForm S-4"), (ii) the approval of this Agreement by the requisite vote of the stockholders of Edify, (iiid) the filing of the Certificate of Merger Merger, (e) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the Secretary of State rules of the State NASDAQ, (f) such filings and approvals as are required to be made or obtained under the securities or "Blue Sky" laws of Delaware various states in connection with the issuance of Parent Common Stock pursuant to this Agreement (the DGCL, (iv) such consents, approvals, orders, authorizations, registrations, declarations filings and filings as may be registration required under applicable federal, foreign and state securities or in relation to the foregoing clauses (or relatedb) laws and, if applicable, the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, though (f) being referred to as amended (the "HSR ActNecessary Approvals"), and the securities or antitrust laws of any foreign country, ) and (vg) such filingsother consents, authorizations approvals, filings and registrations the failure of which to obtain or approvals as may make would not, either individually or in the aggregate, reasonably be set forth in Section 3.4 of expected to have a Material Adverse Effect on Company or the Edify Disclosure ScheduleSurviving Entity, no consents or approvals of or filings or registrations with any supranational, national, state, municipal, local or foreign government, any instrumentality, subdivision, court, administrative agency or commission or other authority thereof, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority or instrumentality (each each, a "Governmental Entity"), or with any third party ) are necessary in connection with (1i) the execution and delivery by Edify Company of this Agreement, (ii) the performance by Company of its obligations under this Agreement and the Option Agreement, (2iii) the consummation by Edify Company of the Merger and the other transactions contemplated hereby, and (3) the consummation by Edify of the Option Agreement and the transactions contemplated thereby, except, in each case, for such consents, approvals or filings, the failure of which to obtain will not have (x) a material adverse effect on the ability of S1 to consummate the transactions contemplated hereby or (y) a Material Adverse Effect on Edify, S1 or the Surviving Corporation following the Effective Timeby this Agreement.

Consents and Approvals. Assuming the accuracy of the Investors’ representations and warranties in Section 4, no consent, approval, authorization, order, registration or qualification of or with any court or governmental agency or body having jurisdiction over the Company or any of its subsidiaries or any of its properties is required for the distribution of the Rights, the sale, issuance and delivery of the Notes upon exercise of the Rights, the issuance, sale and delivery of Unsubscribed Notes to the Investors hereunder, the consummation of the Rights Offering by the Company and the execution and delivery by the Company of this Agreement or the Plan and performance of and compliance by it with all of the provisions hereof and thereof (aincluding payment of the Put Option Premium and Transaction Expenses of the Investors, as applicable, as required hereby) Except for and the consummation of the Restructuring, except (i) the effectiveness of a registration statement on Form S-4 to register the shares of S1 Common Stock to be issued in connection with the Merger (including the shares of S1 Common Stock that may be issued upon the exercise entry of the options referred to in Section 1.6 hereof), Confirmation Order and the filing of the joint proxy statement/prospectus to be used in soliciting the approval of Edify's and S1's stockholders at a special meeting to be held in connection with this Agreement and the transactions contemplated hereby (the "Proxy Statement/Prospectus")PSA Approval Order, if applicable, (ii) the approval of this Agreement by the requisite vote of the stockholders of Edifyany applicable filings under Antitrust laws, if required, and (iii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL, (iv) such consents, approvals, orders, authorizations, registrationsregistrations or qualifications required for the transactions contemplated by this Agreement the absence of which would not, declarations and filings as may individually or in the aggregate, reasonably be required under applicable federalexpected to result in a Material Adverse Effect. For purposes of this Agreement, foreign and state securities (or related) laws and, if applicable, “Antitrust laws” means the HartHxxx-Xxxxx-Xxxxxx Xxxitrust Antitrust Improvements Act of 1976, as amended (the "HSR Act")amended, and the securities or rules and regulations promulgated thereunder and any similar law enforced by any governmental antitrust laws entity of any jurisdiction (foreign countryor domestic) regarding pre-acquisition notifications for the purpose of competition reviews of mergers and acquisitions, the Sxxxxxx Act, as amended, the Cxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, and (v) such filingsall other applicable laws that are designed or intended to prohibit, authorizations restrict or approvals as may be set forth in Section 3.4 regulate actions or transactions having the purpose or effect of the Edify Disclosure Schedule, no consents monopolization or approvals restraint of trade or filings lessening of competition through merger or registrations with any court, administrative agency acquisition or commission or other governmental authority or instrumentality (each a "Governmental Entity"), or with any third party are necessary in connection with (1) the execution and delivery by Edify of this Agreement and the Option Agreement, (2) the consummation by Edify of the Merger and the other transactions contemplated hereby, and (3) the consummation by Edify of the Option Agreement and the transactions contemplated thereby, except, in each case, for such consents, approvals or filings, the failure of which to obtain will not have (x) a material adverse effect on the ability of S1 to consummate the transactions contemplated hereby or (y) a Material Adverse Effect on Edify, S1 or the Surviving Corporation following the Effective Timeeffectuating foreign investment.

Consents and Approvals. Except for (a) Except for any application, filing, or submission required to be made and any consent, approval, authorization, or authority required to be made or obtained under Title 49 of the United States Code or under any regulation, rule, order, notice, or policy of the FAA, the DOT, the FCC, and the DHS, including the TSA, (ib) the filing with the SEC of the Proxy Statement and the Form S-4, in which the Proxy Statement will be included, and declaration of effectiveness of a registration statement on the Form S-4 to register the shares of S1 Common Stock to be issued in connection with the Merger (including the shares of S1 Common Stock that may be issued upon the exercise of the options referred to in Section 1.6 hereof)S-4, and the filing with the SEC of such reports under, and such other compliance with, the joint proxy statement/prospectus to be used in soliciting Exchange Act, the approval of Edify's and S1's stockholders at a special meeting to be held in connection with this Agreement Securities Act, and the transactions contemplated hereby (the "Proxy Statement/Prospectus")rules and regulations thereunder, (ii) the approval of this Agreement by the requisite vote of the stockholders of Edify, (iiic) the filing of the Certificate Articles of Merger with the Nevada Secretary of State of the State of Delaware pursuant to the DGCLNRS and with the relevant authorities in other jurisdictions in which Southwest is qualified to do business, (ivd) any notices or filings under the HSR Act, (e) such filings and approvals as are required to be made or obtained under applicable state securities or “blue sky” Laws in connection with the issuance by Southwest of the Southwest Common Stock issuable pursuant to ARTICLE II, (f) any filings required under the rules and regulations of the NYSE, (g) consents and approvals listed in Section 4.4 of the Southwest Disclosure Letter, and (h) such other consents, approvals, ordersOrders, authorizations, registrations, declarations declarations, transfers, waivers, disclaimers, and filings as may the failure of which to be required obtained or made would not result in a Southwest Material Adverse Effect or be reasonably likely, individually or in the aggregate, to prevent, materially delay, or materially impair the ability of Southwest or Merger Sub to perform its obligations under applicable federal, foreign and state securities (this Agreement or related) laws and, if applicable, to consummate the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act"), and the securities or antitrust laws of any foreign country, and (v) such filings, authorizations or approvals as may be set forth in Section 3.4 of the Edify Disclosure Scheduletransactions contemplated by this Agreement, no consents or consents, approvals of or of, filings or registrations with any court, administrative agency or commission or other governmental authority or instrumentality (each a "Governmental Entity")with, or with Orders, authorizations, or authority of any third party Governmental Authority are necessary in connection with (1i) the execution and delivery by Edify Southwest and Merger Sub of this Agreement and the Option Agreement, (2ii) the consummation by Edify of the Merger and the other transactions contemplated herebyby this Agreement by Southwest and Merger Sub, and (3iii) the consummation performance by Edify Southwest and Merger Sub of the Option Agreement and the transactions contemplated thereby, except, in each case, for such consents, approvals or filings, the failure of which to obtain will not have (x) a material adverse effect on the ability of S1 to consummate the transactions contemplated hereby or (y) a Material Adverse Effect on Edify, S1 or the Surviving Corporation following the Effective Timetheir obligations hereunder.

Consents and Approvals. No consent, approval, authorization, Order, registration or qualification of or with any Governmental Entity having jurisdiction over any of the Debtors or any of their properties is required for the execution and delivery by the Company and, to the extent relevant, the other Debtors, of this Agreement, the Plan and the other Transaction Agreements, the compliance by the Company and, to the extent relevant, the other Debtors, with the provisions hereof and thereof and the consummation of the transactions contemplated herein and therein, except for (a) Except for the entry of the Rights Offering Approval Order authorizing the Debtors to assume this Agreement and perform the Rights Offering Approval Obligations, (ib) entry by the Bankruptcy Court, or any other court of competent jurisdiction, of Orders as may be necessary in the Cases from time-to-time; (c) the effectiveness entry of a registration statement on Form S-4 to register the shares Confirmation Order, (d) filings, notifications, authorizations, approvals, consents, clearances or termination or expiration of S1 Common Stock to be issued all applicable waiting periods under any Antitrust Laws in connection with the Merger (including the shares of S1 Common Stock that may be issued upon the exercise of the options referred to in Section 1.6 hereof), and the filing of the joint proxy statement/prospectus to be used in soliciting the approval of Edify's and S1's stockholders at a special meeting to be held in connection with this Agreement and the transactions contemplated hereby (the "Proxy Statement/Prospectus")by this Agreement, (ii) the approval of this Agreement by the requisite vote of the stockholders of Edify, (iii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL, (ive) such consents, approvals, orders, authorizations, registrations, declarations and filings registrations or qualifications as may be required under applicable federal, foreign and state securities (or related) laws and, if applicable, the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act"), and the securities or antitrust laws of any foreign country, and (v) such filings, authorizations or approvals as may be set forth in Section 3.4 of the Edify Disclosure Schedule, no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental authority or instrumentality (each a "Governmental Entity"), or with any third party are necessary “Blue Sky” Laws in connection with (1) the execution and delivery by Edify of this Agreement and the Option Agreement, (2) the consummation by Edify purchase of the Merger and Unsubscribed Notes by the other transactions contemplated herebyCommitment Parties, the issuance of the Subscription Rights, the issuance of the Rights Offering Notes pursuant to the exercise of the Subscription Rights or the issuance of Rights Offering Notes as payment of the Commitment Payment and (3f) the consummation by Edify of the Option Agreement and the transactions contemplated thereby, except, in each case, for such any consents, approvals that if not made or filingsobtained, would not reasonably be expected to have, individually or in the failure of which to obtain will not have (x) a material adverse effect on the ability of S1 to consummate the transactions contemplated hereby or (y) aggregate, a Material Adverse Effect on Edify, S1 or the Surviving Corporation following the Effective TimeEffect.

Consents and Approvals. Except for (a) Except for (i) the effectiveness of a registration statement on Form S-4 to register the shares of S1 Common Stock to be issued in connection with the Merger (including the shares of S1 Common Stock that may be issued upon the exercise of the options referred to in Section 1.6 hereof), and the filing of a notification under the joint proxy statement/prospectus to be used in soliciting the approval of Edify's and S1's stockholders at a special meeting to be held in connection with this Agreement and the transactions contemplated hereby HSR Act (the "Proxy Statement/Prospectus"as defined below), (iib) the approval of this Agreement by the requisite vote of the stockholders of EdifyCompany Stockholder Approval, (iiic) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL, (ivd) such consentsthe issuance by the Federal Communications Commission ("FCC"), approvalsor the FCC staff pursuant to delegated authority, orders, authorizations, registrations, declarations and filings as may be of the approval required to consummate the transactions contemplated hereby under applicable federal, foreign and state securities (or related) laws and, if applicable, the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Communications Act of 19761934, as amended (the "HSR Communications Act"), and the securities or antitrust laws policies and regulations of any foreign countrythe FCC implementing the Communications Act (the "FCC Approval"), and (ve) such filings, authorizations or approvals as may be set forth in Section 3.4 4.4 of the Edify Company Disclosure Schedule, (f) the filing with the Securities and Exchange Commission (the "SEC") of (i) the Joint Proxy Statement/Prospectus (as defined below) and (ii) such reports under Sections 13(a), 13(b), 13(g) and 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as may be required in connection with this Agreement and the transactions contemplated hereby and the obtaining from the SEC of such orders as may be required in connection therewith, (g) the consent of Sprint Communications Company, L.P., Sprint Spectrum, L.P. and Wireless Co, L.P. (collectively, "Sprint PCS") required pursuant to the terms of the Company Sprint Agreements (as defined below) (the "Company Sprint Consent"), and (h) such consents, approvals, filings or registrations, the failure of which to be made, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Company, no consents or approvals of of, or filings or registrations with with, any court, administrative agency or commission or other governmental authority or instrumentality (each a "Governmental Entity"; it being understood that, for purposes of this Agreement, "Governmental Entity" shall include the FCC, the Federal Aviation Administration and state public service and public utility commissions (and similar state commissions), ) or with any third party are necessary in connection with (1) the execution and delivery by Edify the Company of this Agreement and the Option Agreement, (2) or the consummation by Edify the Company of the Merger and the other transactions contemplated hereby, and (3) the consummation by Edify of the Option Agreement and the transactions contemplated thereby, except, in each case, for such consents, approvals or filings, the failure of which to obtain will not have (x) a material adverse effect on the ability of S1 to consummate the transactions contemplated hereby or (y) a Material Adverse Effect on Edify, S1 or the Surviving Corporation following the Effective Time.

Consents and Approvals. (a) Except for (i) the effectiveness approval of a registration statement on Form S-4 to register the shares of S1 Common Stock to be issued in connection with the Merger by the Office of Thrift Supervision (including the shares of S1 Common Stock that may be issued upon the exercise of the options referred to in Section 1.6 hereof), and the filing of the joint proxy statement/prospectus to be used in soliciting the approval of Edify's and S1's stockholders at a special meeting to be held in connection with this Agreement and the transactions contemplated hereby (the "Proxy Statement/Prospectus"“OTS”), (ii) the approval of this Agreement by filing with the requisite vote Securities and Exchange Commission (the “SEC”) of the stockholders Proxy Statement (as hereinafter defined), other filings or approvals as may be required under the Securities Exchange Act of Edify1934, as amended (the “Exchange Act”) or applicable state securities laws, (iii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL, (iv) such consentsthe ICBC Stockholder Approval, approvals, orders, authorizations, registrations, declarations and (v) any notices or filings as may be required under applicable federal, foreign and state securities (or related) laws and, if applicable, the HartHxxx-Xxxxx-Xxxxxx Xxxitrust Antitrust Improvements Act of 1976, as amended (the "“HSR Act"”), and (vi) the securities or antitrust laws of any foreign country, consents and (v) such filings, authorizations or approvals as may be set forth in Section 3.4 4.5 of the Edify ICBC Disclosure Schedule, no consents or approvals of of, or filings or registrations with with, any court, administrative agency or commission or other governmental authority or instrumentality or self-regulatory organization (each each, a "“Governmental Entity"), ”) or with any other third party are necessary in connection with (1A) the execution and delivery by Edify ICBC of this Agreement and the Option Agreement, (2B) the consummation by Edify ICBC of the Merger and the other transactions contemplated hereby, and (3) the consummation by Edify . As of the Option Agreement and date of this Agreement, ICBC does not know of any reason why any Requisite Regulatory Approval (as hereinafter defined) should not be obtained on a timely basis, or will be received with conditions, limitations or restrictions that would reasonably be expected to adversely impact ICBC’s ability to complete the transactions contemplated thereby, except, in each case, for such consents, approvals or filings, the failure of which to obtain will not have (x) a material adverse effect on the ability of S1 to consummate the transactions contemplated hereby or (y) a Material Adverse Effect on Edify, S1 or the Surviving Corporation following the Effective Timeby this Agreement.

Consents and Approvals. (a) Except for Upon the terms and subject to the conditions hereof, each of the parties hereto shall use its reasonable efforts to take, or cause to be taken, at the earliest practicable date and prior to Closing, all appropriate action, and to do, or cause to be done, all things necessary, proper or advisable under applicable Law to consummate and make effective the Contemplated Transactions, including without limitation (i) the effectiveness of a registration statement on Form S-4 using its reasonable efforts to register the shares of S1 Common Stock to be issued in connection with the Merger (including the shares of S1 Common Stock that may be issued upon the exercise of the options referred to in Section 1.6 hereof)obtain all Permits, and the filing of the joint proxy statement/prospectus to be used in soliciting the approval of Edify's and S1's stockholders at a special meeting to be held in connection with this Agreement and the transactions contemplated hereby (the "Proxy Statement/Prospectus"), (ii) the approval of this Agreement by the requisite vote of the stockholders of Edify, (iii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL, (iv) such consents, approvals, orders, authorizations, registrationsqualifications and orders of Governmental Authorities, declarations and filings as may be required including, without limitation, all clearances under applicable federal, foreign and state securities (or related) laws and, if applicable, the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR IISR Act"), and parties to contracts with the securities or antitrust laws of any foreign country, and (v) such filings, authorizations or approvals Company as may be set forth in Section 3.4 are necessary for the consummation of the Edify Disclosure Schedule, no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental authority or instrumentality Contemplated Transactions; (each a "Governmental Entity"), or with any third party are necessary in connection with (1ii) the execution and delivery of any further instruments or documents which are reasonably requested by Edify of this Agreement and a party or counsel to any party signatory hereto in order to satisfy the Option Agreement, (2) the consummation by Edify of the Merger and the other transactions contemplated hereby, conditions in Article VII; and (3iii) to continue the consummation Company’s facility security clearances with regard to the Defense Security Service through a Special Security Agreement; provided that the actions required by Edify this Section 6.4 shall not require, with respect to Purchaser or any of the Option Agreement and the transactions contemplated therebyits Affiliates, except, in each case, for such consents, approvals or filings, the failure of which to obtain will not have (x) a material adverse effect on proposing, negotiating, committing to or effecting, by consent decree, hold separate order, or otherwise, the ability holding of S1 to consummate the transactions contemplated hereby assets of the Company or its Subsidiary separate, (y) other than with regard to the Defense Security Service, taking or committing to take actions that restrict Purchaser’s control of the business or assets of the Company, its Subsidiary or any of Purchaser’s or its Affiliates’ other assets or businesses, or (z) the sale, divestiture, license or disposition of any assets or business of the Company, its Subsidiary, Purchaser or its Affiliates in connection with the Contemplated Transactions; provided, further, that in no event shall Purchaser be obligated pursuant to this Section 6.4 to implement any Special Security Agreement or other agreement with regard to the Defense Security Service that would require divestiture or termination of a Material Adverse Effect on Edifyportion of the business or assets of the Company, S1 its Subsidiary, Purchaser or its Affiliates. Each of the Surviving Corporation following the Effective TimeCompany and Purchaser shall provide to each other copies of each such Permit, consent, approval, authorization, qualification and order of any Governmental Authority promptly after it is obtained.

Consents and Approvals. Except for (a) Except for (i) the effectiveness filing with the SEC of a registration proxy statement on Form S-4 in definitive form relating to register the shares Company Shareholders Meeting (the “Proxy Statement”) pursuant to the Securities Exchange Act of S1 Common Stock to be issued in connection with the Merger (including the shares of S1 Common Stock that may be issued upon the exercise of the options referred to in Section 1.6 hereof)1934, as amended, and the filing of the joint proxy statement/prospectus to be used in soliciting the approval of Edify's rules and S1's stockholders at a special meeting to be held in connection with this Agreement and the transactions contemplated hereby regulations promulgated thereunder (the "Proxy Statement/Prospectus"“Exchange Act”), (ii) the approval of this Agreement by the requisite vote of the stockholders of Edify, (iiib) the filing of the Certificate of Merger with by the Secretary of State of the State of Delaware Georgia pursuant to the DGCLGBCC, (ivc) such consents, approvals, orders, authorizations, registrations, declarations and any notices or filings as may be required under applicable federal, foreign and state securities (or related) laws and, if applicable, the HartXxxx-Xxxxx-Xxxxxx Xxxitrust Antitrust Improvements Act of 1976, as amended (the "“HSR Act"”), (d) filings required by the applicable requirements of the Securities Act of 1933, as amended, and the securities rules and regulations promulgated thereunder (the “Securities Act”) or antitrust laws of any foreign countrythe Exchange Act in connection with this Agreement and the Transactions, (e) filings and (v) such filings, authorizations or approvals as may be set forth required under the rules and regulations of NYSE in connection with this Agreement and the Transactions, (f) any notices, filings or approvals with the California Public Utilities Commission, Georgia Public Service Commission, Illinois Commerce Commission, Maryland Public Service Commission, New Jersey Board of Public Utilities, Tennessee Regulatory Authority and Virginia State Corporation Commission (the “State Commissions”) and under applicable state Laws (the “State Approvals”), (g) the approval of the Federal Communications Commission (“FCC”) for the transfer of control over the FCC licenses of the entities listed in Section 3.4 of the Edify Company Disclosure ScheduleLetter (“FCC Approval”) and (h) the consents or approvals listed in Section 3.4 of the Company Disclosure Letter, no consents or approvals of or filings or registrations with any United States or foreign court, administrative agency or commission or other governmental authority or instrumentality (each a "“Governmental Entity"), or with any third party ”) are necessary in connection with (1i) the execution and delivery by Edify the Company of this Agreement and the Option Agreement, (2ii) the consummation by Edify the Company of the Merger and Transactions, except as would not reasonably be expected to have, individually or in the other transactions contemplated herebyaggregate, and (3) the consummation by Edify of the Option Agreement and the transactions contemplated thereby, except, in each case, for such consents, approvals or filings, the failure of which to obtain will not have (x) a material adverse effect on the ability of S1 to consummate the transactions contemplated hereby or (y) a Company Material Adverse Effect on Edify, S1 or the Surviving Corporation following the Effective TimeEffect.

Consents and Approvals. (a) Except for (i) the effectiveness approvals of a registration statement on Form S-4 to register (A) the shares Merger by the Federal Reserve Board (“FRB”) under the BHCA, (B) the National Bank Merger by the Office of S1 Comptroller of Currency (“OCC”) and the FDIC, and by the Commissioner of the Office of Financial Institutions of the State of Florida (the “Commissioner”) under the Florida banking law, (ii) approval of the quotation of the NBC Common Stock to be issued in connection with the Merger (including on the shares of S1 Common Stock that may be issued upon the exercise of the options referred to in Section 1.6 hereof), and the filing of the joint proxy statement/prospectus to be used in soliciting the approval of Edify's and S1's stockholders at a special meeting to be held in connection with this Agreement and the transactions contemplated hereby (the "Proxy Statement/Prospectus"), (ii) the approval of this Agreement by the requisite vote of the stockholders of EdifyAMEX, (iii) the filing with the Securities and Exchange Commission (the “SEC”) of a proxy statement in definitive form relating to the meetings of the Certificate stockholders of SunCoast to be held to vote on the adoption of this Agreement (the “Proxy Statement/Prospectus”) and the filing and declaration of effectiveness of the registration statement on Form S-4 (the “S-4”) in which the Proxy Statement/Prospectus will be included as a prospectus and any filings or approvals under applicable state securities laws, (iv) the filing of the Articles of Merger with the Secretary of State of the State of Delaware Florida and the Secretary of State of the State of Mississippi pursuant to the DGCLActs, (iv) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal, foreign and state securities (or related) laws and, if applicable, the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act"), and the securities or antitrust laws of any foreign country, and (v) such filingsthe filing of the Articles of Merger with the OCC in connection with the National Bank Merger, authorizations or (vi) the adoption of this Agreement by the Required SunCoast Vote, (vii) the consents and approvals as may be set forth in Section 3.4 4.4 of the Edify SunCoast Disclosure Schedule, (viii) the consents and approvals of third parties which are not Governmental Entities (as hereinafter defined), the failure of which to be obtained will not have and would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect on SunCoast or NBC, no consents or approvals of of, or filings or registrations with with, any court, administrative agency or commission or other governmental authority or instrumentality or self-regulatory organization (each each, a "“Governmental Entity"), ”) or with any other third party are necessary in connection with (1A) the execution and delivery by Edify SunCoast of this Agreement and the Option Agreement, (2B) the consummation by Edify SunCoast of the Merger and the other transactions contemplated hereby, and (3) the consummation by Edify of the Option Agreement and the transactions contemplated thereby, except, in each case, for such consents, approvals or filings, the failure of which to obtain will not have (x) a material adverse effect on the ability of S1 to consummate the transactions contemplated hereby or (y) a Material Adverse Effect on Edify, S1 or the Surviving Corporation following the Effective Time.

Consents and Approvals. (a) Except for (i) the effectiveness filing with the SEC of a registration proxy statement on Form S-4 in definitive form relating to register the shares of S1 Common Stock to be issued in connection with the Merger (including the shares of S1 Common Stock that may be issued upon the exercise meeting of the options referred to in Section 1.6 hereof), and the filing of the joint proxy statement/prospectus to be used in soliciting the approval of Edify's and S1's Company’s stockholders at a special meeting to be held in connection with this Agreement and the transactions contemplated hereby (including any amendments or supplements thereto, the "“Proxy Statement/Prospectus"”), and of the registration statement on Form S-4 in which the Proxy Statement will be included as a prospectus, to be filed with the SEC by Parent in connection with the transactions contemplated by this Agreement (the “Form S-4”) and declaration of effectiveness of the Form S-4, (ii) the approval of this Agreement by the requisite vote of the stockholders of Edify, (iii) the filing of the Certificate of Merger with the Delaware Secretary of State of the State of Delaware pursuant to the DGCL, (iviii) such consents, approvals, orders, authorizations, registrations, declarations and the filing of any notices or other filings as may be required under applicable federal, foreign and state securities (or related) laws and, if applicable, the HartXxxx-Xxxxx-Xxxxxx Xxxitrust Antitrust Improvements Act of 1976, as amended (the "“HSR Act"”), (iv) such filings and approvals as are required to be made or obtained under the securities or antitrust “Blue Sky” laws of any foreign country, various states in connection with the issuance of the Parent Common Stock pursuant to this Agreement and the approval of the listing of such Parent Common Stock on the New York Stock Exchange (“NYSE”) and (v) such filingsauthorizations, authorizations consents, approvals, filings or approvals as may registrations that, if not obtained or made, would not reasonably be set forth in Section 3.4 expected to have a Material Adverse Effect on the Company or a material adverse effect on the ability of the Edify Disclosure ScheduleCompany to consummate the transactions contemplated hereby, no consents or approvals of or filings or registrations with any court, foreign or domestic court or administrative agency or commission or other governmental authority or instrumentality or SRO (each a "“Governmental Entity"), or with any third party ”) are necessary in connection with (1A) the execution and delivery by Edify the Company of this Agreement and the Option Agreement, or (2B) the consummation by Edify the Company of the Merger and the other transactions contemplated hereby. As used in this Agreement, and (3) the consummation by Edify of the Option Agreement and the transactions contemplated thereby, except, in each case, for such consents, approvals or filings, the failure of which to obtain will not have “SRO” means (x) a material adverse effect on any “self-regulatory organization” as defined in Section 3(a)(26) of the ability Securities Exchange Act of S1 to consummate 1934, as amended (the transactions contemplated hereby or (y“Exchange Act”) a Material Adverse Effect on Edify, S1 or the Surviving Corporation following the Effective Time.and

Consents and Approvals. (a) Except for (i) the effectiveness filing of a notification and report form under the HSR Act and the termination or expiration of the waiting period under the HSR Act, (ii) the filing of any other required applications or notices with any state or foreign agencies of competent jurisdiction and approval of such applications and notices (the "OTHER APPROVALS"), (iii) the filing with the SEC of a proxy statement relating to the matters to be submitted to the VLI Unitholders at the VLI Unitholders Meeting and the matters to be submitted to KPP's Unitholders at the KPP Unitholders Meeting (such joint proxy statement/prospectus, and any amendments or supplements thereto, the "JOINT PROXY STATEMENT/PROSPECTUS") and a registration statement on Form S-4 with respect to register the shares issuance of S1 VLI Common Stock to be issued Units in connection with the KPP Merger (including the shares of S1 Common Stock that may be issued upon the exercise of the options referred to in Section 1.6 hereof)such Form S-4, and the filing of the joint proxy statement/prospectus to be used in soliciting the approval of Edify's and S1's stockholders at a special meeting to be held in connection with this Agreement and the transactions contemplated hereby (any amendments or supplements thereto, the "Proxy Statement/ProspectusFORM S-4"), (ii) the approval of this Agreement by the requisite vote of the stockholders of Edify, (iiiiv) the filing of the Certificate of Merger Merger, (v) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the Secretary of State rules of the State NYSE, (vi) such filings and approvals as are required to be made or obtained under the securities or "Blue Sky" laws of Delaware various states in connection with the issuance of VLI Common Units pursuant to this Agreement (the DGCL, (iv) such consents, approvals, orders, authorizations, registrations, declarations filings and filings as may be registration required under applicable federal, foreign and state securities or in relation to the foregoing clauses (or relatedii) laws and, if applicable, the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, through (vi) being referred to as amended (the "HSR ActNECESSARY CONSENTS"), and the securities or antitrust laws of any foreign country, ) and (vvii) such filingsother consents, authorizations approvals, filings and registrations the failure of which to obtain or approvals as may make would not, individually or in the aggregate, reasonably be set forth in Section 3.4 of expected to have a Material Adverse Effect on the Edify Disclosure ScheduleKaneb Entities or the Surviving Partnership, no consents or approvals of or filings or registrations with any supranational, national, state, municipal, local or foreign government, any instrumentality, subdivision, court, administrative agency or commission or other authority thereof, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority or instrumentality (each each, a "Governmental EntityGOVERNMENTAL ENTITY"), or with any third party ) are necessary in connection with (1A) the execution and delivery by Edify the Kaneb Entities of this Agreement and the Option Agreement, (2B) the consummation by Edify the Kaneb Entities of the Merger and the other transactions contemplated hereby, and (3) the consummation by Edify of the Option Agreement and the transactions contemplated thereby, except, in each case, for such consents, approvals or filings, the failure of which to obtain will not have (x) a material adverse effect on the ability of S1 to consummate the transactions contemplated hereby or (y) a Material Adverse Effect on Edify, S1 or the Surviving Corporation following the Effective Timeby this Agreement.

Consents and Approvals. Except for (a) Except for any application, filing or submission required to be made and any consent, approval, authorization or authority required to be made or obtained under Title 49 of the United States Code or under any regulation, rule, order, notice or policy of the U.S. Federal Aviation Administration (ithe “FAA”), the U.S. Department of Transportation (the “DOT”), the Federal Communications Commission (the “FCC”) and the U.S. Department of Homeland Security (the “DHS”), including the U.S. Transportation Security Administration (the “TSA”), (b) the effectiveness filing with the SEC of a Joint Proxy Statement in definitive form relating to the United Stockholders Meeting and the Continental Stockholders Meeting (the “Joint Proxy Statement”) and of a registration statement on Form S-4 to register in which the shares Joint Proxy Statement will be included as a prospectus (the “Form S-4”), and declaration of S1 Common Stock to be issued in connection effectiveness of the Form S-4, and the filing with the Merger SEC of such reports under, and such other compliance with, the Securities Exchange Act of 1934, as amended (including the shares of S1 Common Stock that may be issued upon the exercise of the options referred to in Section 1.6 hereof“Exchange Act”), and the filing of the joint proxy statement/prospectus to be used in soliciting the approval of Edify's and S1's stockholders at a special meeting to be held in connection with this Agreement Securities Act and the transactions contemplated hereby (the "Proxy Statement/Prospectus")rules and regulations thereunder, (ii) the approval of this Agreement by the requisite vote of the stockholders of Edify, (iiic) the filing of the Merger Certificate of Merger and the Restated Charter with the Delaware Secretary of State pursuant to Delaware Law and with the relevant authorities in other jurisdictions in which United is qualified to do business, (d) any notices or filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), or any notices, filings or approvals under any other applicable competition, merger control, antitrust or similar Law or regulation, (e) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the Share Issuance, (f) any consent, approval, order, authorization, authority, transfer, waiver, disclaimer, registration, declaration or filing required to be made or obtained from any other Governmental Entity that regulates any aspect of airline operations or business, including environmental (e.g., noise, air emissions and water quality), aircraft, air traffic control and airport communications, agricultural, export/import, immigration and customs, (g) any filings required under the rules and regulations of the State of Delaware pursuant to Nasdaq Stock Market, Inc. (the DGCL“NASDAQ”), and (ivh) such other consents, approvals, orders, authorizations, registrations, declarations declarations, transfers, waivers, disclaimers, and filings as may the failure of which to be required under applicable federalobtained or made would not, foreign and state securities (individually or related) laws andin the aggregate, if applicablereasonably be expected to have a Material Adverse Effect on United, the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976no consents, as amended (the "HSR Act")approvals of, and the securities filings or antitrust laws of any foreign countryregistrations with, and (v) such filingsor orders, authorizations or approvals as may be set forth in Section 3.4 authority of the Edify Disclosure Scheduleany federal, no consents state, local or approvals foreign government, court of or filings or registrations with any courtcompetent jurisdiction, administrative agency or agency, commission or other governmental authority or instrumentality (each each, a "“Governmental Entity"), or with any third party ”) are necessary in connection with (1i) the execution and delivery by Edify United and Merger Sub of this Agreement and the Option Agreement, (2ii) the consummation by Edify of the Merger and the other transactions contemplated hereby, and (3) the consummation by Edify of the Option Agreement and the transactions contemplated thereby, except, in each case, for such consents, approvals or filings, the failure of which to obtain will not have (x) a material adverse effect on the ability of S1 to consummate the transactions contemplated hereby or (y) a Material Adverse Effect on Edify, S1 or the Surviving Corporation following the Effective Timethis Agreement.

Consents and Approvals. (a) Except for (i) the effectiveness filing of applications, filings and notices, as applicable, with the NASDAQ, (ii) the filing of applications, filings, waivers and/or notices, as applicable, with the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”), the Office of the Comptroller of the Currency (the “OCC”), the FDIC and the Ohio Division of Financial Institutions (the “ODFI”) in connection with the Merger and the Bank Merger, and approval of such applications, filings and notices, (iii) the filing with the Securities and Exchange Commission (the “SEC”) of a registration statement on Form S-4 pursuant to the Securities Act of 1933, as amended (including any amendments or supplements thereto, the “S-4”) filed by United Bancorp to register the shares of S1 Common Stock to be issued in connection with the Merger (including SEC the shares United Bancorp Shares that make up the Stock Consideration, which also will include Powhatan Point’s proxy statement seeking the adoption by its shareholders of S1 Common Stock that may be issued upon the exercise of the options referred to in Section 1.6 hereof), and the filing of the joint proxy statement/prospectus to be used in soliciting the approval of Edify's and S1's stockholders at a special meeting to be held in connection with this Agreement and a prospectus regarding the transactions contemplated hereby United Bancorp Shares that make up the Stock Consideration (including any amendments or supplements thereto, the "“Proxy Statement/Prospectus")”) and declaration of effectiveness of the S-4, (ii) the approval of this Agreement by the requisite vote of the stockholders of Edify, (iiiiv) the filing of the Certificate of Merger with the Ohio Secretary of State of the State of Delaware pursuant to the DGCLOGCL, (ivv) such consentsthe filing of the Certificate of Merger with the ODFI for filing with the Ohio Secretary, approvals, orders, authorizations, registrations, declarations and (vi) the filing of any notices or other filings as may be required under applicable federal, foreign and state securities (or related) laws and, if applicable, the HartXxxx-Xxxxx-Xxxxxx Xxxitrust Antitrust Improvements Act of 1976, as amended 1976 (the "“HSR Act"”), if necessary or advisable, and (vii) such filings and approvals as are required to be made or obtained under the securities or antitrust “Blue Sky” laws of any foreign country, and (v) such filings, authorizations or approvals as may be set forth various states in Section 3.4 connection with the issuance of the Edify Disclosure ScheduleUnited Bancorp Shares pursuant to this Agreement, no consents or approvals of or filings or registrations with any court, court or administrative agency or commission or other governmental authority or instrumentality or SRO (each a "“Governmental Entity"), or with any third party ”) are necessary in connection with (1A) the execution and delivery by Edify Powhatan Point of this Agreement and the Option Agreement, or (2B) the consummation by Edify Powhatan Point of the Merger and the other transactions contemplated herebyhereby (including the Bank Merger). As used in this Agreement, “SRO” means (i) any “self-regulatory organization” as defined in Section 3(a)(26) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and (3ii) the consummation by Edify any other United States or foreign securities exchange, futures exchange, commodities exchange or contract market. As of the Option Agreement date hereof, Powhatan Point is not aware of any reason why the necessary regulatory approvals and the transactions contemplated thereby, except, in each case, for such consents, approvals or filings, the failure of which to obtain consents will not have (x) be received in order to permit consummation of the Merger and Bank Merger on a material adverse effect on the ability of S1 to consummate the transactions contemplated hereby or (y) a Material Adverse Effect on Edify, S1 or the Surviving Corporation following the Effective Timetimely basis.

Consents and Approvals. (a) Except for (i) the effectiveness filing with NASDAQ of a registration statement notification of the listing on Form S-4 NASDAQ, subject to register official notice of issuance, of the shares of S1 Acquiror Common Stock to be issued in connection accordance with the Merger (including the shares of S1 Common Stock that may be issued upon the exercise of the options referred to in Section 1.6 Article III hereof), and the filing of the joint proxy statement/prospectus to be used in soliciting the approval of Edify's and S1's stockholders at a special meeting to be held in connection with this Agreement and the transactions contemplated hereby (the "Proxy Statement/Prospectus"), (ii) the filing with the Securities and Exchange Commission (the “SEC”) of a proxy statement in definitive form relating to the meeting of the stockholders of the Company to be held to vote on the approval of this Agreement by (the requisite vote “Proxy Statement/Prospectus”) and the filing and declaration of effectiveness of the stockholders of Edifyregistration statement on Form S-4 (the “Form S-4”) in which the Proxy Statement/Prospectus will be included as a prospectus and any filings or approvals under applicable state securities laws, (iii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to and the DGCLArticles of Merger with the Secretary of State of the State of Nevada, (iv) such consentsthe approval of this Agreement by the Required Company Vote, approvals(v) the consents and approvals set forth in Section 4.4 of the Company Disclosure Letter, orders, authorizations, registrations, declarations and (vi) any notices or filings as may be required under applicable federal, foreign and state securities (or related) laws and, if applicable, the HartXxxx-Xxxxx-Xxxxxx Xxxitrust Antitrust Improvements Act of 1976, as amended (the "“HSR Act"”), and the securities expiration or antitrust laws termination of any foreign countryapplicable waiting periods thereunder, (vii) the consents, authorizations, approvals, filings or exemptions in connection with the applicable provisions of federal or state securities Laws or the rules or regulations of any applicable self-regulatory organization, in any such case relating to the regulation of collateralized lending, financing and leasing services and (vviii) such filingsthe consents, authorizations authorizations, approvals, filings and registrations of third parties which are not Governmental Entities, the failure of which to obtain or approvals as may make has not had and would not be set forth reasonably expected to have, individually or in Section 3.4 of the Edify Disclosure Scheduleaggregate, a Material Adverse Effect on the Company or Acquiror, no consents or approvals of of, or filings or registrations with with, any court, administrative agency or commission or other governmental or regulatory authority or instrumentality or self-regulatory organization (each each, a "“Governmental Entity"), ”) or of or with any other third party by and on behalf of the Company are necessary in connection with (1A) the execution and delivery by Edify the Company of this Agreement and the Option Agreement, (2B) the consummation by Edify the Company of the Merger and the other transactions contemplated hereby, and (3) the consummation by Edify of the Option Agreement and the transactions contemplated thereby, except, in each case, for such consents, approvals or filings, the failure of which to obtain will not have (x) a material adverse effect on the ability of S1 to consummate the transactions contemplated hereby or (y) a Material Adverse Effect on Edify, S1 or the Surviving Corporation following the Effective Time.

Consents and Approvals. Except for (a) Except for (i) the effectiveness of a registration statement on Form S-4 to register the shares of S1 Common Stock to be issued in connection with the Merger (including the shares of S1 Common Stock that may be issued upon the exercise of the options referred to in Section 1.6 hereof), and the filing of applications and notices, as applicable, with the Board of Governors of the Federal Reserve System (“FRB”) and approval of such applications and notices, (b) the filing of applications and notices, as applicable, with the FDIC and approval of such applications and notices, (c) the filing of applications and notices, as applicable, with the New Jersey Department and approval of such applications and notices, (d) the filing of applications and notices, as applicable, with the OCC and approval of such applications and notices, (e) the filing with the Securities and Exchange Commission (the “SEC”) of a joint proxy statement/prospectus statement in definitive form relating to be used in soliciting the approval meetings of Edify's the Company’s shareholders and S1's stockholders at a special meeting Parent’s shareholders to be held in connection with this Agreement and the transactions contemplated hereby (the "“Proxy Statement/Prospectus")”) and the filing with the SEC and the declaration of effectiveness by the SEC of the registration statement on Form S-4 (the “S-4”) in which the Proxy Statement will be included as a joint proxy statement and prospectus, (iif) the approval of this Agreement the Company Shareholder Matters by the requisite vote of the stockholders shareholders of Edifythe Company, (iiig) the filing of the Certificate of Merger and the Amended and Restated Certificate of Incorporation with the Secretary Department of State the Treasury of the State of Delaware New Jersey pursuant to the DGCLBCA, (ivh) approval of the listing of the Parent Common Stock to be issued in the Merger on the NASDAQ Global Select Market, (i) such filings as shall be required to be made with any applicable state securities bureaus or commissions, (j) such consents, approvals, orders, authorizations, registrations, declarations and filings authorizations or approvals as may shall be required under applicable federal, foreign and state securities (or related) laws and, if applicable, the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act"), and the securities or antitrust laws of any foreign country, Environmental Laws and (vk) such other filings, authorizations or approvals as may be set forth in Section 3.4 of the Edify Company Disclosure Schedule, no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental authority or instrumentality (each a "“Governmental Entity"), ”) or with any third party (other than consents or approvals of third parties the absence of which will not have a Material Adverse Effect on the Company) are necessary on behalf of the Company or the Company’s Bank in connection with (1) the execution and delivery by Edify the Company of this Agreement and the Option Agreement, (2) the consummation by Edify the Company of the Merger and the other transactions contemplated hereby, and (3) the execution and delivery by the -15- Company’s Bank of the Bank Merger Agreement and (4) the consummation by Edify the Company’s Bank of the Option Agreement Bank Merger and the other transactions contemplated thereby, except, in each case, for such consents, approvals or filings, the failure of which to obtain will not have (x) a material adverse effect on the ability of S1 to consummate the transactions contemplated hereby or (y) a Material Adverse Effect on Edify, S1 or the Surviving Corporation following the Effective Time.

Consents and Approvals. (a) Except for (i) the effectiveness filing of a registration statement on Form S-4 to register notification and report form under the shares of S1 Common Stock to be issued in connection with HSR Act and the Merger (including the shares of S1 Common Stock that may be issued upon the exercise termination or expiration of the options referred to in Section 1.6 hereof), and waiting period under the filing of the joint proxy statement/prospectus to be used in soliciting the approval of Edify's and S1's stockholders at a special meeting to be held in connection with this Agreement and the transactions contemplated hereby (the "Proxy Statement/Prospectus")HSR Act, (ii) the filing of any other required applications or notices with any state or foreign agencies of competent jurisdiction and approval of this Agreement by such applications and notices (the requisite vote of the stockholders of Edify“Other Approvals”), (iii) the filing with the SEC of a proxy statement relating to the matters to be submitted to KSL Shareholders at the KSL Shareholders Meeting and the matters to be submitted to the VLI Unitholders at the VLI Unitholders Meeting (such joint proxy statement/prospectus, and any amendments or supplements thereto, the “Joint Proxy Statement/Prospectus”), (iv) the filing of the Certificate of Merger Merger, (v) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the Secretary of State rules of the State NYSE, (vi) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of Delaware various states in connection with the issuance of VLI Common Units pursuant to this Agreement (the DGCL, (iv) such consents, approvals, orders, authorizations, registrations, declarations filings and filings as may be registration required under applicable federal, foreign and state securities or in relation to the foregoing clauses (or relatedii) laws and, if applicable, the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, through (vi) being referred to as amended (the "HSR Act"), and the securities or antitrust laws of any foreign country, “Necessary Consents”) and (vvii) such filingsother consents, authorizations approvals, filings and registrations the failure of which to obtain or approvals as may make would not, individually or in the aggregate, reasonably be set forth in Section 3.4 of expected to have a Material Adverse Effect on the Edify Disclosure ScheduleKSL Entities or the Surviving LLC, no consents or approvals of or filings or registrations with any supranational, national, state, municipal, local or foreign government, any instrumentality, subdivision, court, administrative agency or commission or other authority thereof, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority or instrumentality (each each, a "“Governmental Entity"), or with any third party ”) are necessary in connection with (1A) the execution and delivery by Edify KSL of this Agreement and the Option Agreement, (2B) the consummation by Edify KSL of the Merger and the other transactions contemplated hereby, and (3) the consummation by Edify of the Option Agreement and the transactions contemplated thereby, except, in each case, for such consents, approvals or filings, the failure of which to obtain will not have (x) a material adverse effect on the ability of S1 to consummate the transactions contemplated hereby or (y) a Material Adverse Effect on Edify, S1 or the Surviving Corporation following the Effective Timeby this Agreement.

Consents and Approvals. Except for (a) Except for the filing required under the HSR Act, (ib) the effectiveness any filings of a registration statement on Form S-4 to register the shares of S1 Common Stock to be issued in connection applications and notices with the Merger (including insurance regulatory authorities in the shares jurisdictions listed in Section 4.4(b) of S1 Common Stock that may be issued upon the Company Disclosure Schedule and the approval of such applications or the grant of required licenses by such authorities, in each case with respect to the exercise of the options referred Class C Warrants and conversion of the Purchased Subordinated Notes by the Investors (but not the issuance, sale and delivery to in Section 1.6 hereofthe Investors of the Purchased Securities), and (c) the filing with the SEC of the joint proxy statement/prospectus statement (as amended and/or supplemented from time to be used in soliciting the approval of Edify's and S1's stockholders at a special meeting to be held in connection with this Agreement and the transactions contemplated hereby (time, the "Proxy Statement/Prospectus") relating to the meeting of the Company's shareholders to be held for the purpose of obtaining the Shareholder Approval (the "Shareholder Meeting"), (iid) the approval of this Agreement by the requisite vote any filings, approvals or other requirements under applicable securities Laws or applicable insurance company stock issuance Laws as set forth in Section 4.4(d) of the stockholders of EdifyCompany Disclosure Schedule, and (iiie) the filing of the Certificate of Merger Special Resolutions and the Restated Articles with the Secretary of State appropriate authority in the Cayman Islands following receipt of the State of Delaware pursuant to the DGCLShareholder Approval, (iv) such consentsno consent, approvalsapproval, orderspermit or authorization of, authorizationslicense or order of, registrationsor registration, declarations and filings as may be required under applicable declaration, filing with, or notice to, any United States federal, foreign and state securities (state, foreign, supranational, national, municipal or related) laws andlocal government, if applicable, the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act"), and the securities or antitrust laws of any foreign country, and (v) such filings, authorizations or approvals as may be set forth in Section 3.4 of the Edify Disclosure Schedule, no consents or approvals of or filings or registrations with any court, any instrumentality, subdivision, administrative agency or commission commission, insurance or securities regulatory authority or other governmental authority or instrumentality or industry self-regulatory body (each each, a "Governmental EntityAuthority")) (such consents, approvals, authorizations, licenses, orders, registrations, filings and notices, together with any consents, approvals, actions or notices required to be obtained from any Governmental Authority, collectively, the "Consents") is required to be obtained, made or given by or with any third party are necessary respect to the Company or by an investor in the Company in connection with (1i) the execution and delivery by Edify the Company of this Agreement and the Option AgreementTransaction Agreements, (2ii) the performance by the Company of its obligations under the Transaction Agreements or (iii) the consummation by Edify the Company of the Merger and the other transactions contemplated hereby, and (3) the consummation by Edify of the Option Agreement and the transactions contemplated therebyby the Transaction Agreements subject to the conditions set forth therein, except, in each case, for such consents, approvals or filings, the except where failure of which to obtain will any such Consent would not have reasonably be expected to (xi) have, individually or in the aggregate, a material adverse effect on the ability of S1 to consummate the transactions contemplated hereby or (y) a Company Material Adverse Effect on Edify, S1 or (ii) adversely affect the Surviving Corporation following Investors' rights under the Effective TimeTransaction Agreements.

Consents and Approvals. Except for (a) Except for filings of applications and notices with, and receipt of consents, authorizations, approvals, exemptions or non-objections from, the Securities and Exchange Commission (ithe “SEC”), state securities authorities, applicable securities, commodities and futures exchanges, and other industry self-regulatory organizations (each, an “SRO”), (b) the effectiveness filing of any other required applications, filings or notices with the Board of Governors of the Federal Reserve System (the “Federal Reserve”), the United States Office of the Comptroller of the Currency (the “OCC”), the FDIC, the Division of Financial Institutions of the Ohio Department of Commerce (“ODFI”), and any other foreign, federal or state banking agency, other regulatory, self-regulatory or enforcement authorities, or any courts, administrative agencies or commissions or other governmental authorities or instrumentalities (each of the bodies set forth in clauses (a) and (b), a “Governmental Entity”) and approval of or non-objection to such applications, filings and notices (taken together with the items listed in clause (a), the “Regulatory Approvals”), (c) the filing with the SEC of a proxy statement in definitive form relating to the Company Shareholders’ Meeting (including any amendments or supplements thereto, the “Proxy Statement”) and of a registration statement on Form S-4 to register (or such other applicable form) (the shares “Form S-4”) in which the Proxy Statement will be included as a prospectus, and declaration of S1 Common Stock to be issued in connection with the Merger (including the shares of S1 Common Stock that may be issued upon the exercise effectiveness of the options referred to in Section 1.6 hereof), and the filing of the joint proxy statement/prospectus to be used in soliciting the approval of Edify's and S1's stockholders at a special meeting to be held in connection with this Agreement and the transactions contemplated hereby (the "Proxy Statement/Prospectus")Form S-4, (ii) the approval of this Agreement by the requisite vote of the stockholders of Edify, (iiid) the filing of the Certificate of Merger with the Ohio Secretary of State of the State of Delaware pursuant to the DGCLState, and (ive) such consents, approvals, orders, authorizations, registrations, declarations filings and filings approvals as may are required to be required made or obtained under applicable federal, foreign and state securities (or related) laws and, if applicable, the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act"), and the securities or antitrust “Blue Sky” laws of any foreign country, and (v) such filings, authorizations or approvals as may be set forth various states in Section 3.4 connection with the issuance of the Edify Disclosure SchedulePurchaser Common Shares pursuant to this Agreement and approval of listing of such Purchaser Common Shares on the Nasdaq, no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental authority or instrumentality (each a "Governmental Entity"), or with any third party Entity are necessary in connection with (1) the execution and delivery by Edify of this Agreement and the Option Agreement, (2) the consummation by Edify Company of the Merger or the Bank Merger and the other transactions contemplated hereby, by this Agreement. No consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with the execution and (3) the consummation delivery by Edify Company of the Option Agreement and the transactions contemplated thereby, except, in each case, for such consents, approvals or filings, the failure of which to obtain will not have (x) a material adverse effect on the ability of S1 to consummate the transactions contemplated hereby or (y) a Material Adverse Effect on Edify, S1 or the Surviving Corporation following the Effective Timethis Agreement.

Consents and Approvals. (a) Except for (i) the effectiveness filing of a notification and report form under the HSR Act and the termination or expiration of the waiting period under the HSR Act, (ii) the filing of any other required applications or notices with any state or foreign agencies of competent jurisdiction and approval of such applications and notices (the “Other Approvals”), (iii) the filing with the SEC of a proxy statement relating to the matters to be submitted to the TEPPCO Unitholders for approval at a meeting of such holders held for the purpose of approving the TEPPCO Merger Agreement (including any adjournment or postponement) and a registration statement on Form S-4 with respect to register the shares issuance of S1 Common Stock to be issued Enterprise Units in connection with the TEPPCO Merger (including the shares of S1 Common Stock that may be issued upon the exercise of the options referred to in Section 1.6 hereof)such Form S-4, and any amendments or supplements thereto, the filing of “Form S-4,” and the joint proxy statement/prospectus to be used included in soliciting the approval of Edify's Form S-4, and S1's stockholders at a special meeting to be held in connection with this Agreement and any amendments or supplements thereto, the transactions contemplated hereby (the "“Proxy Statement/Prospectus"”), (ii) the approval of this Agreement by the requisite vote of the stockholders of Edify, (iiiiv) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCLDelaware, (ivv) such any consents, authorizations, approvals, ordersfilings or exemptions in connection with compliance with the rules of the NYSE, authorizations, registrations, declarations (vi) such filings and filings approvals as may be required to be made or obtained under applicable federal, foreign and state securities (or related) laws and, if applicable, the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act"), and the securities or antitrust “Blue Sky” laws of any foreign countryvarious states in connection with the issuance of the Enterprise Units pursuant to this Agreement, (vii) the filing of a notification with the Federal Trade Commission at least thirty (30) days prior to the Closing pursuant to Paragraph VII of the Decision and Order (the consents, authorizations, approvals, filings and registration required under or in relation to the foregoing clauses (i) through (vii) being referred to as “Necessary Consents”) and (vviii) such filingsother consents, authorizations authorizations, approvals, filings and registrations the failure of which to obtain or approvals make would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the TEPPCO Entities and the TEPPCO Subsidiaries, taken as may be set forth in Section 3.4 of the Edify Disclosure Schedulea whole, no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental authority or instrumentality (each a "Governmental Entity"), or with any third party Entity are necessary in connection with (1) the execution and delivery by Edify the TEPPCO Entities of this Agreement and the Option Agreement, (2) the consummation by Edify the TEPPCO Entities of the Merger and the other transactions contemplated hereby, and (3) the consummation by Edify of the Option Agreement and the transactions contemplated thereby, except, in each case, for such consents, approvals or filings, the failure of which to obtain will not have (x) a material adverse effect on the ability of S1 to consummate the transactions contemplated hereby or (y) a Material Adverse Effect on Edify, S1 or the Surviving Corporation following the Effective Timeby this Agreement.

Consents and Approvals. (a) Except for (i) the effectiveness approval of a registration statement on Form S-4 to register the shares Merger by the Office of S1 Thrift Supervision ("OTS") and the approval of the Savings Bank Merger by the FDIC and by the Superintendent of Banks of the New York State Banking Department (the "Superintendent") under the New York banking law, (ii) approval of the quotation of the ICBC Common Stock to be issued in connection the Merger on the Nasdaq National Market System, (iii) the filing with the Merger Securities and Exchange Commission (including the shares "SEC") of S1 Common Stock that may be issued upon a proxy statement in definitive form relating to the exercise respective meetings of the options referred to in Section 1.6 hereof), stockholders of SIB and the filing of the joint proxy statement/prospectus to be used in soliciting the approval of Edify's and S1's stockholders at a special meeting ICBC to be held in connection with to vote on the adoption of this Agreement and the transactions contemplated hereby (the "Joint Proxy Statement/Prospectus")) and the filing and declaration of effectiveness of the registration statement on Form S-4 (the "S-4") in which the Joint Proxy Statement/Prospectus will be included as a prospectus and any filings or approvals under applicable state securities laws, (ii) the approval of this Agreement by the requisite vote of the stockholders of Edify, (iiiiv) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL, (ivv) such consentsthe adoption of this Agreement by the Required SIB Vote and by the Required ICBC Vote (as hereinafter defined), approvals(vi) the consents and approvals set forth in Section 4.4 of the SIB Disclosure Schedule, orders, authorizations, registrations, declarations and (vii) any notices or filings as may be required under applicable federal, foreign and state securities (or related) laws and, if applicable, the Hart-XxxxxScott-Xxxxxx Xxxitrust Rodino Antitrust Improvements Act of 1976, as amended (txx "XXX Xxx") xxx (viii) the "HSR Act"consents and approvals of third parties which are not Governmental Entities (as hereinafter defined), the failure of which to be obtained will not have and would not be reasonably expected to have, individually or in the securities aggregate, a Material Adverse Effect on SIB or antitrust laws of any foreign country, and (v) such filings, authorizations or approvals as may be set forth in Section 3.4 of the Edify Disclosure ScheduleICBC, no consents or approvals of of, or filings or registrations with with, any court, administrative agency or commission or other governmental authority or instrumentality or self-regulatory organization (each each, a "Governmental Entity"), ) or with any other third party are necessary in connection with (1A) the execution and delivery by Edify SIB of this Agreement and the Option Agreement, (2B) the consummation by Edify SIB of the Merger and the other transactions contemplated hereby, and (3) the consummation by Edify of the Option Agreement and the transactions contemplated thereby, except, in each case, for such consents, approvals or filings, the failure of which to obtain will not have (x) a material adverse effect on the ability of S1 to consummate the transactions contemplated hereby or (y) a Material Adverse Effect on Edify, S1 or the Surviving Corporation following the Effective Time.

Consents and Approvals. (a) Except for The parties hereto shall cooperate with each other and use reasonable best efforts (i) the effectiveness of a registration statement on Form S-4 to register the shares of S1 Common Stock to be issued in connection with the Merger (including the shares of S1 Common Stock that may be issued upon the exercise of the options referred to in Section 1.6 hereof), and the filing of the joint proxy statement/prospectus to be used in soliciting the approval of Edify's and S1's stockholders at a special meeting to be held in connection with this Agreement and the transactions contemplated hereby (the "Proxy Statement/Prospectus"), (ii) the approval of this Agreement by the requisite vote of the stockholders of Edify, (iii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL, (iv) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal, foreign and state securities (or related) laws and, if applicablewith respect to Gaming Laws, the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976shall use reasonable best efforts to cause their respective directors, as amended (the "HSR Act"), and the securities or antitrust laws of any foreign country, officers and (vif required) such stockholders to do so) to promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings, authorizations or approvals to obtain as may be set forth in Section 3.4 of the Edify Disclosure Schedulepromptly as practicable all permits, no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental authority or instrumentality (each a "Governmental Entity"), or with any third party are necessary in connection with (1) the execution and delivery by Edify of this Agreement and the Option Agreement, (2) the consummation by Edify of the Merger and the other transactions contemplated hereby, and (3) the consummation by Edify of the Option Agreement and the transactions contemplated thereby, except, in each case, for such consents, approvals and authorizations of all third parties and Governmental Entities which are necessary or filings, the failure of which to obtain will not have (x) a material adverse effect on the ability of S1 advisable to consummate the transactions contemplated hereby or by this Agreement (yincluding without limitation the Merger) a Material Adverse Effect on Edify("GOVERNMENTAL APPROVALS"), S1 and to comply (and, with respect to Gaming Laws, to cause their respective directors, officers and (if required) stockholders to so comply) with the terms and conditions of all such permits, consents, approvals and authorizations of all such Governmental Entities. Each of the parties hereto and their respective officers, directors and affiliates shall use their reasonable best efforts to file within 30 days after the date hereof, and in all events shall file within 60 days after the date hereof, all required initial applications and documents in connection with obtaining the Governmental Approvals (including without limitation under applicable Gaming Laws) and shall act reasonably and promptly thereafter in responding to additional requests in connection therewith; and each party will use its reasonable best efforts to secure such Governmental Approvals as expeditiously as practicable. Parent and the Company shall have the right to review in advance, and to the extent practicable each will consult the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to Parent or the Surviving Corporation following Company, as the Effective Timecase may be, and any of their respective subsidiaries, directors, officers and stockholders which appear in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. Without limiting the foregoing, each of Parent and the Company (the "NOTIFYING PARTY") will notify the other promptly of the receipt of comments or requests from Governmental Entities relating to Governmental Approvals, and will supply the other party with copies of all correspondence between the Notifying Party or any of its representatives and Governmental Entities with respect to Governmental Approvals; provided, however, -------- ------- that it shall not be required to supply the other party with copies of correspondence relating to the personal applications of individual applicants except for evidence of filing.

Consents and Approvals. (a) Except for (i) Antitrust. Without limiting the effectiveness generality of a registration statement on Form S-4 to register anything contained in this Section 5.3, during the shares of S1 Common Stock to be issued in connection with Pre-Closing Period, each Party shall (i) give the Merger (including the shares of S1 Common Stock that may be issued upon the exercise other Parties prompt notice of the options referred to in Section 1.6 hereof), and the filing of the joint proxy statement/prospectus to be used in soliciting the approval of Edify's and S1's stockholders at a special meeting to be held in connection with this Agreement and the transactions contemplated hereby (the "Proxy Statement/Prospectus"), (ii) the approval of this Agreement by the requisite vote of the stockholders of Edify, (iii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL, (iv) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal, foreign and state securities (making or related) laws and, if applicable, the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act"), and the securities or antitrust laws commencement of any foreign countryrequest, and (v) such filingsinquiry, authorizations investigation, action or approvals as may be set forth in Section 3.4 of the Edify Disclosure Schedule, no consents Legal Proceeding brought by a Governmental Body or approvals of or filings or registrations with any court, administrative agency or commission or other governmental authority or instrumentality (each brought by a "Governmental Entity"), or with any third party are necessary in connection with (1) the execution and delivery by Edify of this Agreement and the Option Agreement, (2) the consummation by Edify of the Merger and the other transactions contemplated hereby, and (3) the consummation by Edify of the Option Agreement and the transactions contemplated thereby, exceptbefore any Governmental Body, in each case, with respect to the Transactions under the Antitrust Laws; (ii) keep the other Parties reasonably informed as to the status of any such request, inquiry, investigation, action or Legal Proceeding; (iii) promptly inform the other Parties of, and to the extent practicable, provide advance notice of and the opportunity to review and discuss in advance, and consider in good faith the view of the other in connection with, any written or oral communication to or from the FTC, DOJ or any other Governmental Body in connection with any such request, inquiry, investigation, action or Legal Proceeding; (iv) promptly furnish to the other Party upon request, subject to an appropriate confidentiality agreement to limit disclosure to counsel and outside consultants if deemed advisable by the Parties under the circumstances or if required by applicable Legal Requirements, with copies of documents provided to or received from any Governmental Body in connection with any such request, inquiry, investigation, action or Legal Proceeding (other than “4(c) or 4(d) documents” as that term is used in the rules and regulations under the HSR Act); (v) subject to an appropriate confidentiality agreement to limit disclosure to counsel and outside consultants, if legally required, consult and cooperate with the other Parties and consider in good faith the views of the other Parties in connection with any analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted in connection with any such request, inquiry, investigation, action or Legal Proceeding; and (vi) except as may be prohibited by any Governmental Body or by any Legal Requirement, in connection with any such request, inquiry, investigation, action or Legal Proceeding in respect of the Transactions, provide advance notice of and permit authorized Representatives of the other Party to be present at each meeting or conference or participate in any telephonic meeting relating to such request, inquiry, investigation, action or Legal Proceeding and to have access to and be consulted in connection with any argument, opinion or proposal made or submitted to any Governmental Body in connection with such request, inquiry, investigation, action or Legal Proceeding; provided, however, that Parent shall have the obligation and the right to direct, after consultation with and with the cooperation of the Company, all aspects of the Parties’ efforts to obtain the required approvals under the Antitrust Laws, including having principal responsibility for such consentsdevising, approvals or implementing and making the final determination as to the appropriate strategy relating to any matters relating to the Antitrust Laws, including with respect to any litigation, filings, notifications, submissions and communications with or to any Governmental Body, and shall have the failure right in its sole discretion to determine the nature and timing of which any divestitures or other structural, conduct or behavioral remedial action to obtain will not have (x) a material adverse effect on be undertaken for the ability purpose of S1 securing any required approval under the Antitrust Laws. For the avoidance of doubt, any such divestitures or other remedial action would be conditioned upon and only be effective after the Closing and Parent is under no obligation to consummate the transactions contemplated hereby agree to any such divestitures or (y) a Material Adverse Effect on Edify, S1 or the Surviving Corporation following the Effective Timeother remedial action.

Consents and Approvals. Except for (a) Except for (i) the effectiveness filing of a registration statement on Form S-4 to register the shares of S1 Common Stock to be issued in connection applications and notices, as applicable, with the Merger (including the shares Board of S1 Common Stock that may be issued upon the exercise Governors of the options referred to in Section 1.6 hereofFederal Reserve System (the "Federal Reserve Board") under the BHC Act, and with the FDIC under the Federal Deposit Insurance Act, as amended (the "FDIA"), and approval of such applications and notices, (b) the filing of such applications, filings, authorizations, orders and approvals as may be required under applicable state law, (c) the joint filing with the SEC of a proxy statement/prospectus statement or statements in definitive form relating to be used in soliciting the approval meetings of Edifythe Company's, Highland Bank's and S1First Community Bank's stockholders at a special meeting shareholders to be held in connection with this Agreement and the transactions contemplated hereby (such proxy statement or statements, the "Proxy Statement/Prospectus")) and the filing and declaration of effectiveness of a post-effective amendment to BancorpSouth Registration Statement on Form S-4 (such registration statement and any post-effective amendment thereto relating to this transaction, the "S-4") in which the Proxy Statement will be included as a prospectus, (iid) the approval of this Agreement by the requisite vote of the stockholders shareholders of Edifyeach of the Company, Highland Bank or First Community Bank, (iiie) the filing of the Certificate Articles of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL, (iv) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal, foreign and state securities (or related) laws and, if applicableMississippi Secretary, the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976Delaware Secretary, the Alabama Secretary, the Mississippi Department and the Alabama Department, as amended (the "HSR Act"), and the securities or antitrust laws of any foreign countryapplicable, and (vf) such filings, authorizations or approvals as may be set forth in Section 3.4 approval for listing of the Edify Disclosure ScheduleBancorpSouth Common Stock to be issued in the Merger on the NYSE, no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental authority or instrumentality (each a "Governmental Entity"), ) or with any third party are necessary in connection with (1) the execution and delivery by Edify the Company, Highland Bank and First Community Bank of this Agreement and, with respect to the Company, the Stock Option Agreement and the Option Agreement, (2) the consummation by Edify the Company, Highland Bank and First Community Bank of the Merger and the other transactions contemplated hereby, hereby and (3) the consummation by Edify of the Option Agreement and the transactions contemplated thereby, except, in each case, for such consents, approvals or filings, the failure of which to obtain will not have (x) a material adverse effect on the ability of S1 to consummate the transactions contemplated hereby or (y) a Material Adverse Effect on Edify, S1 or the Surviving Corporation following the Effective Time.

Consents and Approvals. (a) Except for as specifically set forth in ---------------------- Schedule 2.1(f), neither the Company nor any Subsidiary is required to obtain --------------- any consent, waiver, authorization or order of, or make any filing or registration with, any court or other federal, state, local or other governmental authority or other person in connection with the execution, delivery and performance by the Company of the Transaction Documents other than (i) the effectiveness filing by the Company of a the registration statement on Form S-4 to register contemplated by the shares of S1 Common Stock to be issued in connection Registration Rights Agreement with the Merger (including the shares of S1 Common Stock that may be issued upon the exercise of the options referred to in Section 1.6 hereof), and the filing of the joint proxy statement/prospectus to be used in soliciting the approval of Edify's and S1's stockholders at a special meeting to be held in connection with this Agreement and the transactions contemplated hereby (the "Proxy Statement/Prospectus")SEC, (ii) the approval of this Agreement application by the requisite vote Company for the listing of the stockholders of EdifyUnderlying Shares with The Nasdaq Stock Market (and with any other national securities exchange or market on which the Common Stock is then listed), (iii) the filing by the Company of the Certificate of Merger a Form D with the Secretary of State of the State of Delaware pursuant to the DGCL, SEC; (iv) such consents, approvals, orders, authorizations, registrations, declarations and filings the filing by the Company of any notification required in connection with the consummation of the transactions contemplated by the Transaction Documents as may be required under applicable federal, foreign and by any state securities (or related) laws and, if applicable, the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act"), and the securities or antitrust laws of any foreign countrylaws, and (v) in all other cases, where the failure to obtain such filingsconsent, authorizations waiver, authorization or approvals as may be set forth in Section 3.4 of the Edify Disclosure Schedule, no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental authority or instrumentality (each a "Governmental Entity")order, or with any third party are necessary in connection with (1) the execution and delivery by Edify of this Agreement and the Option Agreementto give or make such notice or filing, (2) the consummation by Edify of the Merger and the other transactions contemplated hereby, and (3) the consummation by Edify of the Option Agreement and the transactions contemplated thereby, except, in each case, for such consents, approvals or filings, the failure of which to obtain will could not have (x) a material adverse effect on or result in, individually or in the ability of S1 to consummate the transactions contemplated hereby or (y) aggregate, a Material Adverse Effect (the consents, waivers, authorizations, orders, notices and filings referred to clauses (i) through (iv) above and referred to in Schedule 2.1(f) being referred --------------- to in this Agreement as the "Required Approvals"). Except as disclosed in Schedule 2.1(f), all consents, authorizations, orders, filings and registrations --------------- which the Company is required to obtain pursuant to the preceding sentence have been obtained or effected on Edifyor prior to the date hereof. The Company and its Subsidiaries are unaware of any facts or circumstances that might give rise to any of the foregoing. The Company is not in violation of the listing requirements of the Nasdaq National Market, S1 including, without limitation, the requirements set forth in Rule 4310(c)(25)(G)(i) of The Nasdaq Stock Market's Marketplace Rules, and has no actual knowledge, nor has it received any notice from the Nasdaq National Market of any facts which would reasonably lead to delisting or suspension of the Surviving Corporation following Common Stock by the Effective TimeNasdaq National Market in the foreseeable future.

Consents and Approvals. No consent, approval, authorization, Order, registration, or qualification of or with any Governmental Entity having jurisdiction over any of the Debtors or any of their properties (each, an “Applicable Consent”) is required for the execution and delivery by the Company and, to the extent relevant, the other Debtors, of this Agreement, the Plan, and the other Transaction Agreements, the compliance by the Company and, to the extent relevant, the other Debtors, with the provisions hereof and thereof and the consummation of the transactions contemplated herein and therein, except for (a) Except for entry of the BCA Approval Order authorizing the Debtors to enter into this Agreement and perform the BCA Approval Obligations, (ib) entry of the effectiveness Plan Solicitation Order, (c) entry by the Bankruptcy Court, or any other court of a registration statement on Form S-4 to register competent jurisdiction, of Orders as may be necessary in the shares Chapter 11 Cases from time-to-time; (d) entry of S1 Common Stock to be issued the Confirmation Order, (e) filings, notifications, authorizations, approvals, consents, clearances, or termination or expiration of all applicable waiting periods under any Antitrust Laws in connection with the Merger (including the shares of S1 Common Stock that may be issued upon the exercise of the options referred to in Section 1.6 hereof), and the filing of the joint proxy statement/prospectus to be used in soliciting the approval of Edify's and S1's stockholders at a special meeting to be held in connection with this Agreement and the transactions contemplated hereby (the "Proxy Statement/Prospectus")by this Agreement, (ii) the approval of this Agreement by the requisite vote of the stockholders of Edify, (iii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL, (ivf) such consents, approvals, orders, authorizations, registrations, declarations and filings or qualifications as may be required under applicable federal, foreign and state securities (or related) laws and, if applicable“Blue Sky” Laws in connection with the issuance of the Subscription Rights, the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act issuance of 1976, as amended (the "HSR Act"), and New RO Common Stock pursuant to the securities exercise of the Subscription Rights or antitrust laws the issuance of any foreign countrythe RO Backstop Shares or Premium Shares, and (vg) such filingsany Applicable Consents that, authorizations if not made or approvals as may obtained, would not reasonably be set forth expected to have, individually or in Section 3.4 of the Edify Disclosure Scheduleaggregate, no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental authority or instrumentality (each a "Governmental Entity"), or with any third party are necessary in connection with (1) the execution and delivery by Edify of this Agreement and the Option Agreement, (2) the consummation by Edify of the Merger and the other transactions contemplated hereby, and (3) the consummation by Edify of the Option Agreement and the transactions contemplated thereby, except, in each case, for such consents, approvals or filings, the failure of which to obtain will not have (x) a material adverse effect on the ability of S1 to consummate the transactions contemplated hereby or (y) a Material Adverse Effect on Edify, S1 or the Surviving Corporation following the Effective TimeEffect.

Consents and Approvals. (a) Except for (i) Other than the effectiveness filing of a registration statement Current Report on Form S-4 to register 8-K with the shares of S1 Common Stock Securities and Exchange Commission (“SEC”), no notices, reports, registrations or other filings are required to be issued made by the Company with, nor are any consents, approvals or authorizations required to be obtained by the Company from any Governmental Authority or any other person under any contract, agreement or other obligation to which the Company is party or by which its assets are bound, in connection with the Merger (including the shares of S1 Common Stock that may be issued upon the exercise of the options referred to in Section 1.6 hereof)valid execution, and the filing of the joint proxy statement/prospectus to be used in soliciting the approval of Edify's and S1's stockholders at a special meeting to be held in connection with this Agreement and the transactions contemplated hereby (the "Proxy Statement/Prospectus"), (ii) the approval of this Agreement by the requisite vote of the stockholders of Edify, (iii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL, (iv) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal, foreign and state securities (delivery or related) laws and, if applicable, the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act"), and the securities or antitrust laws of any foreign country, and (v) such filings, authorizations or approvals as may be set forth in Section 3.4 of the Edify Disclosure Schedule, no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental authority or instrumentality (each a "Governmental Entity"), or with any third party are necessary in connection with (1) the execution and delivery by Edify performance of this Agreement and all other agreements and instruments contemplated hereby by the Option Agreement, (2) Company or the consummation by Edify the Company of the Merger and the other transactions contemplated hereby, and (3) the consummation by Edify of the Option Agreement and the transactions contemplated thereby, except, by this Agreement and all other agreements and instruments contemplated hereby that has not already been obtained in each case, 34358671.7 2 US\WOLFERI\13443347.3 case except for such notices, reports, registrations and other filings or consents, approvals or filings, authorizations the failure of which to obtain will make or obtain, individually or in the aggregate, are not material to the Company’s ability to perform its obligations hereunder and would not reasonably be expected to have (x) a material adverse effect on the ability Company, its assets, properties, liabilities or condition (financial or otherwise). Notwithstanding the generality of S1 the foregoing, the Company’s grant to consummate Investors of the transactions contemplated hereby or (y) a Material Adverse Effect on Edifyrights set forth in Article 4 do not, S1 or the Surviving Corporation and, if exercised by Investors in accordance with their terms immediately following the Effective Timedate hereof (assuming such rights were then exercisable) would not, require any such notices, filings or consents with or from any Governmental Authority (other than the filing of a Current Report on Form 8-K with the SEC), the Company’s Board of Directors, any stockholder of the Company or any other person, or under the Restated Certificate (it being understood that the Company is not representing that the exercise of the rights set forth in Article 4 would not result, directly or indirectly, in a Noncompliance Event (as defined in the Restated Certificate) under the Restated Certificate).

Consents and Approvals. (a) Except for (i) the effectiveness filing of applications, filings and notices, as applicable, with the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) under the BHC Act and approval of such applications, filings and notices, (ii) the filing with the Securities and Exchange Commission (the “SEC”) of a registration proxy statement on Form S-4 in definitive form relating to register the shares of S1 Common Stock to be issued in connection with the Merger (including the shares of S1 Common Stock that may be issued upon the exercise meetings of the options referred to in Section 1.6 hereof)Company’s stockholders and Parent’s stockholders, and the filing of the joint proxy statement/prospectus to be used in soliciting the approval of Edify's and S1's stockholders at a special meeting respectively, to be held in connection with this Agreement and the transactions contemplated hereby (including any amendments or supplements thereto, the "“Joint Proxy Statement/Prospectus"”), (ii) and of the approval of registration statement on Form S-4 in which the Joint Proxy Statement will be included as a prospectus, to be filed with the SEC by Parent in connection with the transactions contemplated by this Agreement by (the requisite vote “S-4”) and declaration of effectiveness of the stockholders of EdifyS-4, (iii) the filing of the Certificate Certificates of Merger with the Ohio Secretary of State of pursuant to the State of OGCL and the Delaware Secretary pursuant to the DGCL, (iv) such consents, approvals, orders, authorizations, registrations, declarations and the filing of any notices or other filings as may be required under applicable federal, foreign and state securities (or related) laws and, if applicable, the HartXxxx-Xxxxx-Xxxxxx Xxxitrust Antitrust Improvements Act of 1976, as amended 1976 (the "“HSR Act"”), (v) as applicable, applications, filings and notices with the Texas Department of Insurance with respect to the indirect acquisition of control of First Niagara Risk Management, Inc., and approval of such applications, filings and notices and (vi) such filings and approvals as are required to be made or obtained under the securities or antitrust “Blue Sky” laws of any foreign country, and (v) such filings, authorizations or approvals as may be set forth various states in Section 3.4 connection with the issuance of the Edify Disclosure Scheduleshares of Parent Common Stock pursuant to this Agreement and the approval of the listing of such Parent Common Stock and the New Parent Preferred Stock on the NYSE, no consents or approvals of or filings or registrations with any court, court or administrative agency or commission or other governmental authority or instrumentality or SRO (each a "“Governmental Entity"), or with any third party ”) are necessary in connection with (1A) the execution and delivery by Edify the Company of this Agreement and the Option Agreement, or (2B) the consummation by Edify the Company of the Merger. As used in this Agreement, “SRO” means (i) any “self regulatory organization” as defined in Section 3(a)(26) of the Securities Exchange Act of 1934 (the “Exchange Act”) and (ii) any other United States or foreign securities exchange, futures exchange, commodities exchange or contract market. As of the date hereof, the Company is not aware of any reason why the necessary regulatory approvals and consents will not be received in order to permit consummation of the Merger and the other transactions contemplated hereby, and (3) the consummation by Edify of the Option Agreement and the transactions contemplated thereby, except, in each case, for such consents, approvals or filings, the failure of which to obtain will not have (x) on a material adverse effect on the ability of S1 to consummate the transactions contemplated hereby or (y) a Material Adverse Effect on Edify, S1 or the Surviving Corporation following the Effective Timetimely basis.

Consents and Approvals. (a) Except for for: (i) the effectiveness of a registration statement on Form S-4 to register the shares of S1 Common Stock to be issued in connection with the Merger (including the shares of S1 Common Stock that may be issued upon the exercise any applicable requirements of the options referred to in Section 1.6 hereof)1933 Act, and the filing of the joint proxy statement/prospectus to be used in soliciting the approval of Edify's and S1's stockholders at a special meeting to be held in connection with this Agreement and the transactions contemplated hereby (the "Proxy Statement/Prospectus")1934 Act, (ii) the approval of this Agreement by the requisite vote of the stockholders of Edify, (iii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL, (iv) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal, foreign and state securities (or related) laws and, if applicablelaws, the HartXxxx-Xxxxx-Xxxxxx Xxxitrust Antitrust Improvements Act of 1976, as amended 1976 and the regulations thereunder (the "HSR Act"), and the securities antitrust, competition, foreign investment, or antitrust similar laws of any foreign country, and (v) such filings, authorizations countries or approvals as may be set forth in Section 3.4 of the Edify Disclosure Schedule, no consents supranational commissions or approvals of boards that require pre-merger notifications or filings or registrations with any courtrespect to the Merger (collectively, administrative agency or commission or other governmental authority or instrumentality (each a "Governmental EntityForeign Merger Laws"), or (ii) obtaining the Required Company Stockholder Vote and any stockholder vote necessary under the requirements of Nasdaq with any third party are necessary respect to issuance of shares of Company Common Stock pursuant to the Stock Option Agreement described in connection with Section 5.13, (1iii) the filing and recordation of appropriate merger documents as required by the DGCL, the execution and delivery by Edify the Company of this Agreement and the Option Agreement, (2) other agreements contemplated hereby to which the Company is a party and the consummation by Edify the Company of the Merger and the other transactions contemplated hereby, and (3) the consummation by Edify of the Option Agreement and the transactions contemplated therebyhereby and thereby will not: (a) violate any provision of the Certificate or Articles of Incorporation or Bylaws of the Company or any Subsidiary; (b) violate any material statute, rule, regulation, order, or decree of any federal, state, local, or foreign governmental or regulatory body or authority (including, but not limited to, the Food and Drug Administration (the "FDA")) (a "Governmental Body") or any nongovernmental self-regulatory agency by which the Company or any Subsidiary, or any of their respective properties or assets may be bound; (c) require any filing by the Company with or permit, consent, or approval to be obtained by the Company from any Governmental Body or any nongovernmental self-regulatory agency; or (d) result in any violation or breach of, or constitute (with or without due notice or lapse of time or both) a default under, result in the loss of any material benefit under, or give rise to any right of termination, cancellation, increased payments, or acceleration under, or result in the creation of any Lien (as defined in Section 3.3) on any of the properties or assets of the Company or any Subsidiary under, any of the terms, conditions, or provisions of any note, bond, mortgage, indenture, license, franchise, permit, authorization, agreement, or other instrument or obligation to which the Company or any Subsidiary is a party, or by which it or any of its properties or assets may be bound, except, in each casethe case of clauses (c) and (d), for any such consentsfilings, permits, consents or approvals or filingsviolations, the failure breaches, defaults, or other occurrences that could not reasonably be expected to prevent or delay consummation of which to obtain will not have (x) a material adverse effect on the ability any of S1 to consummate the transactions contemplated hereby in any material respect, or (y) otherwise prevent the Company from performing its obligations under this Agreement in any material respect, and could not reasonably be expected to have a Company Material Adverse Effect on EdifyEffect. Section 3.6 of the Company Disclosure Schedule lists each note, S1 bond, mortgage, indenture, license, franchise, permit, authorization, agreement, or other instrument or obligation to which the Surviving Corporation following the Effective Time.Company or any Subsidiary is a party, or by which it or any of its properties or assets may be bound and which is material to the

Consents and Approvals. (a) Except for (i) the effectiveness filing of a registration statement on Form S-4 to register notification and report form under the shares of S1 Common Stock to be issued in connection with HSR Act and the Merger (including the shares of S1 Common Stock that may be issued upon the exercise termination or expiration of the options referred to in Section 1.6 hereof), and waiting period under the filing of the joint proxy statement/prospectus to be used in soliciting the approval of Edify's and S1's stockholders at a special meeting to be held in connection with this Agreement and the transactions contemplated hereby (the "Proxy Statement/Prospectus")HSR Act, (ii) the filing of any other required applications or notices with any state or foreign agencies of competent jurisdiction and approval of this Agreement by such applications and notices (the requisite vote of the stockholders of Edify"OTHER APPROVALS"), (iii) the filing with the SEC of a proxy statement relating to the matters to be submitted to KSL Shareholders at the KSL Shareholders Meeting and the matters to be submitted to the VLI Unitholders at the VLI Unitholders Meeting (such joint proxy statement/prospectus, and any amendments or supplements thereto, the "JOINT PROXY STATEMENT/PROSPECTUS"), (iv) the filing of the Certificate of Merger Merger, (v) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the Secretary of State rules of the State NYSE, (vi) such filings and approvals as are required to be made or obtained under the securities or "Blue Sky" laws of Delaware various states in connection with the issuance of VLI Common Units pursuant to this Agreement (the DGCL, (iv) such consents, approvals, orders, authorizations, registrations, declarations filings and filings as may be registration required under applicable federal, foreign and state securities or in relation to the foregoing clauses (or relatedii) laws and, if applicable, the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, through (vi) being referred to as amended (the "HSR ActNECESSARY CONSENTS"), and the securities or antitrust laws of any foreign country, ) and (vvii) such filingsother consents, authorizations approvals, filings and registrations the failure of which to obtain or approvals as may make would not, individually or in the aggregate, reasonably be set forth in Section 3.4 of expected to have a Material Adverse Effect on the Edify Disclosure ScheduleKSL Entities or the Surviving LLC, no consents or approvals of or filings or registrations with any supranational, national, state, municipal, local or foreign government, any instrumentality, subdivision, court, administrative agency or commission or other authority thereof, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority or instrumentality (each each, a "Governmental EntityGOVERNMENTAL ENTITY"), or with any third party ) are necessary in connection with (1A) the execution and delivery by Edify KSL of this Agreement and the Option Agreement, (2B) the consummation by Edify KSL of the Merger and the other transactions contemplated hereby, and (3) the consummation by Edify of the Option Agreement and the transactions contemplated thereby, except, in each case, for such consents, approvals or filings, the failure of which to obtain will not have (x) a material adverse effect on the ability of S1 to consummate the transactions contemplated hereby or (y) a Material Adverse Effect on Edify, S1 or the Surviving Corporation following the Effective Timeby this Agreement.

Consents and Approvals. (a) Except for (i) the effectiveness filing of applications, notices or waiver requests, as applicable, as to the Merger, with the FRB under the BHCA and as to the Bank Merger with the Office of Comptroller of the Currency (“OCC”) under the Bank Merger Act and OCC regulations and with the Commissioner of Banking of the State of Connecticut or the Connecticut State Banking Department (“CSBD”) under Connecticut banking laws and regulations (the “State Banking Approvals”), and approval of the foregoing applications and notices or the granting of waivers thereof, (ii) the filing with the Securities and Exchange Commission (“SEC”) of a registration statement Registration Statement on Form S-4 to register the shares of S1 Webster Common Stock to that may be issued in connection with the Merger (including such Form S-4, and any amendments or supplements thereto, the shares of S1 Common Stock that may be issued upon the exercise of the options referred to in Section 1.6 hereof“Registration Statement”), and which will include the filing of the joint proxy statement/prospectus to be used in soliciting the approval of Edify's and S1's NewMil’s stockholders at a special meeting the Special Meeting (such proxy statement/prospectus as amended or supplemented is referred to be held in connection with this Agreement and herein as the transactions contemplated hereby (the "“Proxy Statement/Prospectus"Materials”), (iiiii) the approval of this Agreement by the requisite vote of the stockholders of EdifyNewMil, (iiiiv) the filing of the Certificate of Merger with the Delaware Secretary of State of the State of Delaware pursuant to the DGCLDelaware law, (ivv) such consents, approvals, orders, authorizations, registrations, declarations and filings or waivers thereof as may be required under applicable federal, foreign and state securities (or related) laws and, if applicable, the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act"), and the securities or antitrust laws of any foreign country, and (vvi) such filings, authorizations or approvals as may be set forth in Section 3.4 of the Edify NewMil Disclosure Schedule, no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental authority or instrumentality (each a "“Governmental Entity"”), or with any third party are necessary in connection with (1) the execution and delivery by Edify NewMil of this Agreement and the Option Agreement, (2) the consummation by Edify NewMil of the Merger and the other transactions contemplated hereby, and hereby (3) the execution and delivery by NewMil Bank of the Bank Merger Agreement, and (4) the consummation by Edify NewMil Bank of the Option Agreement Bank Merger and the transactions contemplated thereby, except, except in each case, for such consents, approvals or filings, the failure of which to obtain will not have (x) a material adverse effect on the ability of S1 to consummate the transactions contemplated hereby or (y) a Material Adverse Effect on Edify, S1 or the Surviving Corporation following the Effective TimeNewMil.

Consents and Approvals. Except for (a) Except for (i) the effectiveness of a registration statement on Form S-4 to register the shares of S1 Common Stock to be issued in connection with the Merger (including the shares of S1 Common Stock that may be issued upon the exercise of the options referred to in Section 1.6 hereof), and the any filing of the joint proxy statement/prospectus to be used in soliciting the approval of Edify's and S1's stockholders at a special meeting to be held in connection with this Agreement and the transactions contemplated hereby (the "Proxy Statement/Prospectus"), (ii) the approval of this Agreement by the requisite vote of the stockholders of Edify, (iii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL, (iv) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal, foreign and state securities (or related) laws and, if applicable, the Hart-XxxxxScott-Xxxxxx Xxxitrust Rodino Antitrust Improvements Act of 1976, as amended amended, xxx xxx xxxxx xxd regulations thereunder (collectively, the "HSR Act"), (b) any filings of applications and notices, as applicable, with the insurance regulatory authorities in the jurisdictions in which the Company operates its insurance businesses and the approval of such applications or the grant of required licenses by such authorities, (c) any filings, approvals or other requirements under applicable securities laws or antitrust laws applicable insurance company stock issuance laws, (d) any filings required to be made with any state insurance regulatory authorities in the United States, (e) any required filings of any foreign countryapplications and notice with the Financial Services Authority in the United Kingdom (the "FSA") in relation to (i) the change of controller of the Company that will take place at the Closing, (ii) a dividend (the "Dividend") declared by Holdings to be paid to Seller prior to the Closing in an amount not to exceed the lesser of (1) US $13,000,000 and (v2) such filings, authorizations or approvals as may be set forth in Section 3.4 the amount legally available for payment of the Edify Disclosure ScheduleDividend, provided that, in any event, the Dividend shall not exceed US $13,000,000 (converted to British pound sterling as provided in the last sentence of Section 1.1(c)) less the amount, if any, of the Taxes payable as a result of the release of investment reserves by the Company in order to pay the Company Dividend (the "Investment Reserves Release Tax") and (iii) a dividend (the "Company Dividend") declared by the Company to be paid to Holdings prior to the Closing in such amount as to enable Holdings to pay the Dividend, no consents consent, approval, permit or approvals authorization of, license or order of, or registration, declaration, filing with, or notice to, any United Kingdom or any other foreign, United States Federal, "State" (which for purposes of this Agreement shall mean any state of the United States, the District of Columbia, the Commonwealth of Puerto Rico or filings any possession or registrations with territory of the United States), supranational, national, municipal or local government, any court, any instrumentality subdivision, administrative agency or commission commission, insurance or securities regulatory authority or other governmental authority or instrumentality or regulatory or self-regulatory body or securities or commodities exchange (each each, a "Governmental EntityAuthority")) (such consents, approvals, authorizations, licenses, orders, registrations, filings and notices, together with any consents, approvals, actions or notices required to be obtained from any Governmental Authority, collectively, the "Consents") is required to be obtained, made or given by or with any third party are necessary respect to Seller, Holdings or the Company in connection with (1) the execution and delivery by Edify Seller, Holdings or the Company of this Agreement and any of the Option AgreementTransaction Documents to which Seller, Holdings or the Company is a party or (2) the consummation performance by Edify Seller, Holdings or the Company of the Merger and the other transactions contemplated hereby, and (3) its obligations under any of such Transaction Documents or the consummation by Edify the Seller, Holdings or the Company of the Option Agreement and the transactions contemplated therebyby such Transaction Documents, except, in each case, except for such consents, approvals or filingsConsents, the failure of which to obtain will be made or obtained would not reasonably be expected to have (x) a Company Material Adverse Effect or which would not interfere in any material adverse effect on way with the ability of S1 Seller, Holdings or the Company to consummate the transactions transaction contemplated hereby or (y) a Material Adverse Effect on Edify, S1 or by the Surviving Corporation following the Effective TimeTransaction Documents.

Consents and Approvals. (a) Except for No consents or approvals of, waivers by, notices to, or filings or registrations with any Governmental Entity or Nasdaq are required to be obtained, given, or made in connection with the execution, delivery, or performance of this Agreement by Company or the execution, delivery, or performance of the Bank Merger Agreement by Company Bank, or the consummation by Target of the transactions contemplated by this Agreement or the consummation by Company Bank of the transactions contemplated by the Bank Merger Agreement, except (i) the effectiveness Regulatory Approvals; (ii) the filing of a registration statement on Form S-4 to register the shares Georgia Articles of S1 Common Stock to be issued in connection Merger with the Merger (including Georgia Secretary of State, the shares of S1 Common Stock that may be issued upon the exercise filing of the options referred to in Section 1.6 hereof)Tennessee Articles of Merger with the Tennessee Secretary of State, and the filing of the joint proxy statement/prospectus to be used in soliciting the approval of Edify's and S1's stockholders at a special meeting to be held in connection with this Agreement and the transactions contemplated hereby (the "Proxy Statement/Prospectus"), (ii) the approval of this Agreement by the requisite vote of the stockholders of Edify, Bank Merger Certificates; (iii) the filing with the SEC of the Certificate Proxy Statement/Prospectus and the Registration Statement (in which the Proxy Statement/Prospectus will be included as a prospectus), and declaration of Merger with the Secretary of State effectiveness of the State of Delaware pursuant to Registration Statement by the DGCL, SEC; (iv) approval of the listing on Nasdaq of the shares of Company Common Stock to be issued pursuant to this Agreement; (v) applications, filings, and notices, as applicable, with, and approval of the same, as applicable, by, Government Entities that have authority over the mortgage operations of Target or its Subsidiaries (including Xxxxxx Xxx, Xxxxxx Xxx, and Xxxxxxx Mac); (vi) filings and approvals required to be made or obtained under the securities or “blue sky” laws of various states in connection with the issuance of shares of Company Common Stock pursuant to this Agreement; and (vii) such other consents, approvals, orderswaivers, authorizationsnotices, registrationsfilings, declarations and filings registrations as may are required to be required obtained, given, or made under or pursuant to applicable federal, foreign and federal or state securities (Laws or related) laws andthe rules of Nasdaq. As of the date of this Agreement, if applicable, the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act"), and the securities or antitrust laws Company does not have Knowledge of any foreign country, and (v) such filings, authorizations or approvals as may be set forth in Section 3.4 reason why any of the Edify Disclosure Scheduleconsents, no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental authority or instrumentality (each a "Governmental Entity")approvals, or with any third party are necessary waivers referred to in connection with (1this Section 5.2(f) the execution and delivery by Edify of this Agreement and the Option Agreement, (2) the consummation by Edify of will not be obtained or received in order that the Merger and the other transactions contemplated hereby, and (3) the consummation by Edify of the Option Agreement and the transactions contemplated thereby, except, Bank Merger may be consummated in each case, for such consents, approvals or filings, the failure of which to obtain will not have (x) a material adverse effect on the ability of S1 to consummate the transactions contemplated hereby or (y) a Material Adverse Effect on Edify, S1 or the Surviving Corporation following the Effective Timetimely manner.

Consents and Approvals. Except for (a) Except for (i) the effectiveness filing with the SEC of a registration proxy statement on Form S-4 in definitive form relating to register the shares DPSG Stockholders Meeting (the “Proxy Statement”) and the filing with the SEC of S1 Common Stock to be issued such other reports required in connection with the Merger (including the shares of S1 Common Stock that may be issued upon the exercise of the options referred to in Section 1.6 hereof)under, and such other compliance with, the filing of the joint proxy statement/prospectus to be used in soliciting the approval of Edify's and S1's stockholders at a special meeting to be held in connection with this Agreement Exchange Act and the transactions contemplated hereby (Securities Act and the "Proxy Statement/Prospectus")rules and regulations thereunder, (ii) the approval of this Agreement by the requisite vote of the stockholders of Edify, (iiib) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to of the Certificate of Merger as required by the DGCL, (ivc) compliance with notices and filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the “HSR Act”) and all other applicable domestic or foreign antitrust Laws and all other applicable Laws issued by a Governmental Entity that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or lessening of competition through merger or acquisition (collectively, “Antitrust Laws”), (d) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of DPSG Common Stock constituting the Merger Consideration, (e) any notices, applications and filings required under the rules and regulations of the New York Stock Exchange (the “NYSE”), including the application to the NYSE for the acquisition and issuance of the shares of DPSG Common Stock constituting Merger Consideration for trading thereon, (f) any consents, approvals, orders, authorizations, registrations, declarations transfers, waivers, disclaimers, and filings required solely by reason of DPSG’s or Merger Sub’s (as may be required under applicable federal, foreign and state securities (opposed to any third party’s) participation in the Merger or related) laws and, if applicable, the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act"), and the securities or antitrust laws of any foreign countryother Transactions, and (vg) such filingsother consents, approvals, orders, authorizations, registrations, declarations, transfers, waivers, disclaimers, and filings the failure of which to be obtained or made would not, individually or in the aggregate, reasonably be expected to have a Maple Parent Material Adverse Effect, no consents, approvals of, filings or registrations with, or orders, authorizations or approvals as may be set forth in Section 3.4 authority of the Edify Disclosure Scheduleany federal, no consents state, local or approvals foreign government, court of or filings or registrations with any courtcompetent jurisdiction, administrative agency or agency, commission or other governmental authority or instrumentality (each each, a "“Governmental Entity"), or with any third party ”) are necessary in connection with (1i) the execution and delivery by Edify Maple Parent of this Agreement and the Option Agreement, or (2ii) the consummation by Edify Maple Parent of the Merger and the other transactions contemplated hereby, and (3) the consummation by Edify of the Option Agreement and the transactions contemplated thereby, except, in each case, for such consents, approvals or filings, the failure of which to obtain will not have (x) a material adverse effect on the ability of S1 to consummate the transactions contemplated hereby or (y) a Material Adverse Effect on Edify, S1 or the Surviving Corporation following the Effective TimeTransactions.

Consents and Approvals. Except for (a) Except for the filing of applications, filings, certificates and notices, as applicable, with the NASDAQ and the approval of the listing on the NASDAQ of the shares of Parent Common Stock to be issued as the Merger Consideration pursuant to this Agreement, (b) the filing of applications, filings, certificates and notices, as applicable, with the Federal Reserve Board under the BHC Act and approval of such applications, filings and notices, (c) the filing of applications, filings, certificates and notices, as applicable, with the OCC, including filing of the Notice of Consummation with the OCC pursuant to the National Bank Act, and approval of such applications, filings and notices, (d) the filing with the Securities and Exchange Commission (the “SEC”) of (i) any filings that are necessary under applicable requirements of the effectiveness Securities Exchange Act of a 1934, as amended (the “Exchange Act”), and (ii) the registration statement on Form S-4 in which the proxy statement relating to register the shares of S1 Common Stock to be issued in connection with the Merger (including the shares of S1 Common Stock that may be issued upon the exercise meeting of the options referred to in Section 1.6 hereof), and the filing of the joint proxy statement/prospectus to be used in soliciting the approval of Edify's and S1's Company’s stockholders at a special meeting to be held in connection with this Agreement and the transactions contemplated hereby (including any amendment or supplement thereto, the "“Proxy Statement/Prospectus")”) and a prospectus relating to the shares of Parent Common Stock issuable in the Merger will be included, to be filed with the SEC by Parent in connection with the transactions contemplated by this Agreement (the “S-4”) and declaration of effectiveness of the S-4, (ii) the approval of this Agreement by the requisite vote of the stockholders of Edify, (iiie) the filing of the Certificate of Merger applications, filings, certificates and notices, as applicable, with the Secretary New Jersey Department of State of Banking and Insurance (the State of Delaware pursuant to the DGCL, “NJ Department”) and (ivf) such consents, approvals, orders, authorizations, registrations, declarations filings and filings approvals as may are required to be required made or obtained under applicable federal, foreign and state securities (or related) laws and, if applicable, the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act"), and the securities or antitrust “Blue Sky” laws of any foreign country, and (v) such filings, authorizations or approvals as may be set forth various states in Section 3.4 connection with the issuance of the Edify Disclosure Scheduleshares of Parent Common Stock pursuant to this Agreement, no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental authority or instrumentality or any self-regulatory organization (each each, a "“Governmental Entity"), ”) or with any other third party are necessary in connection with (1A) the execution and delivery by Edify the Company of this Agreement and the Option Agreement, or (2B) the consummation by Edify the Company of the Merger and the other transactions contemplated hereby. The Company is not under any obligation, and (3) the consummation by Edify of the Option Agreement and the transactions contemplated therebycontingent or otherwise, except, in each case, for such consents, approvals or filings, the failure of which to obtain that will not have (x) a material adverse effect on the ability of S1 to consummate the transactions contemplated hereby or (y) a Material Adverse Effect on Edify, S1 or the Surviving Corporation following survive the Effective TimeTime by reason of any agreement to register any transaction involving any of its securities under the Securities Act of 1933, as amended (the “Securities Act”).

Consents and Approvals. Except for (a) Except for the filing with the U.S. Securities and Exchange Commission (ithe “SEC”) the effectiveness of a registration statement on Form S-4 in which the proxy statement in definitive form relating to register the shares CGI Stockholders’ Meeting (the “Proxy Statement”) will be included as a prospectus (including the prospectus contained therein, any prospectus filed pursuant to Rule 424 promulgated under the Securities Act and any pre or post-effective amendments thereto, the “Form S-4”), and declaration of S1 Common Stock to be issued effectiveness of the Form S-4, and the filing with the SEC of such other reports required in connection with the Merger and the other Transactions under, and such other compliance with, the Securities Exchange Act of 1934, as amended (including the shares of S1 Common Stock that may be issued upon the exercise of the options referred to in Section 1.6 hereof“Exchange Act”), and the filing Securities Act of 1933, as amended (the joint proxy statement/prospectus to be used in soliciting the approval of Edify's and S1's stockholders at a special meeting to be held in connection with this Agreement “Securities Act”), and the transactions contemplated hereby (the "Proxy Statement/Prospectus")rules and regulations thereunder, (iib) the approval of this Agreement by the requisite vote of the stockholders of Edify, (iii) the filing obtaining of the Certificate of Merger with from the Secretary Israeli Registrar of State of the State of Delaware Companies pursuant to the DGCLCompanies Law, (ivc) compliance with notices and filings, if any, under all applicable domestic or foreign antitrust Laws and all other applicable Laws issued by a Governmental Entity that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or lessening of competition through merger or acquisition (collectively, “Antitrust Laws”), (d) such consents, approvals, orders, authorizations, registrations, declarations filings and filings approvals as may are required to be required made or obtained under applicable federal, foreign and state securities (or related) laws and, if applicable, the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act"), and the securities or antitrust “Blue Sky” laws of various states in connection with the issuance of CGI Common Stock constituting the Merger Consideration, (e) any foreign countryfilings required under the rules and regulations of The NASDAQ Stock Market, Inc. (“NASDAQ”) (including, inter alia, to permit the shares of CGI Common Stock that are to be issued as the Merger Consideration to be listed thereon) and (vf) such filingsthe IIA Undertaking, no consents, approvals of, filings or registrations with, or orders, authorizations or approvals as may be set forth in Section 3.4 authority of the Edify Disclosure Scheduleany federal, no consents state, local or approvals foreign government, court of or filings or registrations with any courtcompetent jurisdiction, administrative agency or commission agency, commission, department, bureau, tribunal, board or other governmental authority or instrumentality (each each, a "“Governmental Entity"), or with any third party ”) are necessary in connection with (1i) the execution and delivery by Edify CGI and Merger Sub of this Agreement and the Option Agreement, (2ii) the consummation by Edify CGI and Merger Sub of the Merger and the other transactions contemplated hereby, and (3) the consummation by Edify of the Option Agreement and the transactions contemplated thereby, except, in each case, for such consents, approvals or filings, the failure of which to obtain will not have (x) a material adverse effect on the ability of S1 to consummate the transactions contemplated hereby or (y) a Material Adverse Effect on Edify, S1 or the Surviving Corporation following the Effective TimeTransactions.

Consents and Approvals. (a) Except for as specifically set forth in Schedule 2.1(f), neither the Company nor any Subsidiary is required to obtain any consent, waiver, authorization or order of, or make any filing or registration with, any court or other federal, state, local or other governmental authority or other person in connection with the execution, delivery and performance by the Company of the Transaction Documents other than (i) the effectiveness filing by the Company of a the registration statement on Form S-4 to register contemplated by the shares of S1 Common Stock to be issued in connection Registration Rights Agreement with the Merger (including the shares of S1 Common Stock that may be issued upon the exercise of the options referred to in Section 1.6 hereof), and the filing of the joint proxy statement/prospectus to be used in soliciting the approval of Edify's and S1's stockholders at a special meeting to be held in connection with this Agreement and the transactions contemplated hereby (the "Proxy Statement/Prospectus")SEC, (ii) the approval of this Agreement application by the requisite vote Company for the listing of the stockholders of EdifyUnderlying Shares with The Nasdaq Stock Market (and with any other national securities exchange or market on which the Common Stock is then listed), (iii) the filing by the Company of the Certificate of Merger a Form D with the Secretary of State of the State of Delaware pursuant to the DGCL, SEC; (iv) such consents, approvals, orders, authorizations, registrations, declarations and filings the filing by the Company of any notification required in connection with the consummation of the transactions contemplated by the Transaction Documents as may be required under applicable federal, foreign and by any state securities (or related) laws and, if applicable, the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act"), and the securities or antitrust laws of any foreign countrylaws, and (v) in all other cases, where the failure to obtain such filingsconsent, authorizations waiver, authorization or approvals as may be set forth in Section 3.4 of the Edify Disclosure Schedule, no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental authority or instrumentality (each a "Governmental Entity")order, or with any third party are necessary in connection with (1) the execution and delivery by Edify of this Agreement and the Option Agreementto give or make such notice or filing, (2) the consummation by Edify of the Merger and the other transactions contemplated hereby, and (3) the consummation by Edify of the Option Agreement and the transactions contemplated thereby, except, in each case, for such consents, approvals or filings, the failure of which to obtain will could not have (x) a material adverse effect on or result in, individually or in the ability of S1 to consummate the transactions contemplated hereby or (y) aggregate, a Material Adverse Effect (the consents, waivers, authorizations, orders, notices and filings referred to clauses (i) through (iv) above and referred to in Schedule 2.1(f) being referred to in this Agreement as the "Required Approvals"). Except as disclosed in Schedule 2.1(f), all consents, authorizations, orders, filings and registrations which the Company is required to obtain pursuant to the preceding sentence have been obtained or effected on Edifyor prior to the date hereof. The Company and its Subsidiaries are unaware of any facts or circumstances that might give rise to any of the foregoing. The Company is not in violation of the listing requirements of the Nasdaq National Market, S1 including, without limitation, the requirements set forth in Rule 4310(c)(25)(G)(i) of The Nasdaq Stock Market's Marketplace Rules, and has no actual knowledge, nor has it received any notice from the Nasdaq National Market of any facts which would reasonably lead to delisting or suspension of the Surviving Corporation following Common Stock by the Effective TimeNasdaq National Market in the foreseeable future.

Consents and Approvals. Except for (a) Except for (i) the effectiveness filing with the SEC of a registration proxy statement on Form S-4 in definitive form relating to register the shares Company Shareholders Meeting (the “Proxy Statement”) pursuant to the Securities Exchange Act of S1 Common Stock to be issued in connection with the Merger (including the shares of S1 Common Stock that may be issued upon the exercise of the options referred to in Section 1.6 hereof)1934, as amended, and the filing of the joint proxy statement/prospectus to be used in soliciting the approval of Edify's rules and S1's stockholders at a special meeting to be held in connection with this Agreement and the transactions contemplated hereby regulations promulgated thereunder (the "Proxy Statement/Prospectus"“Exchange Act”), (ii) the approval of this Agreement by the requisite vote of the stockholders of Edify, (iiib) the filing of the Certificate of Merger with by the Secretary of State of the State of Delaware Georgia pursuant to the DGCLGBCC, (ivc) such consents, approvals, orders, authorizations, registrations, declarations and any notices or filings as may be required under applicable federal, foreign and state securities (or related) laws and, if applicable, the HartHxxx-Xxxxx-Xxxxxx Xxxitrust Antitrust Improvements Act of 1976, as amended (the "“HSR Act"”), (d) filings required by the applicable requirements of the Securities Act of 1933, as amended, and the securities rules and regulations promulgated thereunder (the “Securities Act”) or antitrust laws of any foreign countrythe Exchange Act in connection with this Agreement and the Transactions, (e) filings and (v) such filings, authorizations or approvals as may be set forth required under the rules and regulations of NYSE in connection with this Agreement and the Transactions, (f) any notices, filings or approvals with the California Public Utilities Commission, Georgia Public Service Commission, Illinois Commerce Commission, Maryland Public Service Commission, New Jersey Board of Public Utilities, Tennessee Regulatory Authority and Virginia State Corporation Commission (the “State Commissions”) and under applicable state Laws (the “State Approvals”), (g) the approval of the Federal Communications Commission (“FCC”) for the transfer of control over the FCC licenses of the entities listed in Section 3.4 of the Edify Company Disclosure ScheduleLetter (“FCC Approval”) and (h) the consents or approvals listed in Section 3.4 of the Company Disclosure Letter, no consents or approvals of or filings or registrations with any United States or foreign court, administrative agency or commission or other governmental authority or instrumentality (each a "“Governmental Entity"), or with any third party ”) are necessary in connection with (1i) the execution and delivery by Edify the Company of this Agreement and the Option Agreement, (2ii) the consummation by Edify the Company of the Merger and Transactions, except as would not reasonably be expected to have, individually or in the other transactions contemplated herebyaggregate, and (3) the consummation by Edify of the Option Agreement and the transactions contemplated thereby, except, in each case, for such consents, approvals or filings, the failure of which to obtain will not have (x) a material adverse effect on the ability of S1 to consummate the transactions contemplated hereby or (y) a Company Material Adverse Effect on Edify, S1 or the Surviving Corporation following the Effective TimeEffect.

Consents and Approvals. (a) Except for (i) the effectiveness filing of a notification and report form under the HSR Act and the termination or expiration of the waiting period under the HSR Act, (ii) the filing of any other required applications or notices with any state or foreign agencies of competent jurisdiction and approval of such applications and notices (the “Other Approvals”), (iii) the filing with the SEC of a proxy statement relating to the matters to be submitted to the TEPPCO Unitholders at the TEPPCO Unitholder Meeting and a registration statement on Form S-4 with respect to register the shares issuance of S1 Common Stock to be issued Enterprise Units in connection with the TEPPCO Merger (including the shares of S1 Common Stock that may be issued upon the exercise of the options referred to in Section 1.6 hereof)such Form S-4, and any amendments or supplements thereto, the filing of “Form S-4,” and the joint proxy statement/prospectus to be used included in soliciting the approval of Edify's Form S-4, and S1's stockholders at a special meeting to be held in connection with this Agreement and any amendments or supplements thereto, the transactions contemplated hereby (the "“Proxy Statement/Prospectus"”), (ii) the approval of this Agreement by the requisite vote of the stockholders of Edify, (iiiiv) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCLDelaware, (ivv) such any consents, authorizations, approvals, ordersfilings or exemptions in connection with compliance with the rules of the NYSE, authorizations, registrations, declarations (vi) such filings and filings approvals as may be required to be made or obtained under applicable federalthe securities or “Blue Sky” laws of various states in connection with the issuance of the Enterprise Units pursuant to this Agreement, foreign (vii) the filing of a notification with the FTC at least thirty (30) days prior to the Closing pursuant to Paragraph VII of the Decision and state securities (or related) laws and, if applicable, the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended Order (the "HSR Act"consents, authorizations, approvals, filings and registration required under or in relation to the foregoing clauses (i) through (vii) being referred to as “Necessary Consents”), and the securities or antitrust laws of any foreign country, and (vviii) such filingsother consents, authorizations authorizations, approvals, filings and registrations the failure of which to obtain or approvals make would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the TEPPCO Entities and the TEPPCO Subsidiaries, taken as may be set forth in Section 3.4 of the Edify Disclosure Schedulea whole, no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental authority or instrumentality (each a "Governmental Entity"), or with any third party Entity are necessary in connection with (1) the execution and delivery by Edify the TEPPCO Entities of this Agreement and the Option Agreement, (2) the consummation by Edify the TEPPCO Entities of the Merger and the other transactions contemplated hereby, and (3) the consummation by Edify of the Option Agreement and the transactions contemplated thereby, except, in each case, for such consents, approvals or filings, the failure of which to obtain will not have (x) a material adverse effect on the ability of S1 to consummate the transactions contemplated hereby or (y) a Material Adverse Effect on Edify, S1 or the Surviving Corporation following the Effective Timeby this Agreement.

Consents and Approvals. No consent, approval, authorization, Order, registration or qualification of or with any Governmental Entity having jurisdiction over any of the Debtors or any of their properties (each, an “Applicable Consent”) is required for the execution and delivery by the Company and, to the extent relevant, the other Debtors, of this Agreement, the Plan and the other Transaction Agreements, the compliance by the Company and, to the extent relevant, the other Debtors, with the provisions hereof and thereof and the consummation of the transactions contemplated herein and therein, except for (a) Except for the entry of the BCA Approval Order authorizing the Company to assume this Agreement and perform the BCA Approval Obligations, (ib) entry of the Plan Solicitation Order, (c) entry by the Bankruptcy Court, or any other court of competent jurisdiction, of Orders as may be necessary in the Chapter 11 Cases from time-to-time; (d) the effectiveness entry of a registration statement on Form S-4 to register the shares Confirmation Order, (e) filings, notifications, authorizations, approvals, consents, clearances or termination or expiration of S1 Common Stock to be issued all applicable waiting periods under any Antitrust Laws in connection with the Merger (including the shares of S1 Common Stock that may be issued upon the exercise of the options referred to in Section 1.6 hereof), and the filing of the joint proxy statement/prospectus to be used in soliciting the approval of Edify's and S1's stockholders at a special meeting to be held in connection with this Agreement and the transactions contemplated hereby (the "Proxy Statement/Prospectus")by this Agreement, (ii) the approval of this Agreement by the requisite vote of the stockholders of Edify, (iii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL, (ivf) such consents, approvals, orders, authorizations, registrations, declarations and filings registrations or qualifications as may be required under applicable federal, foreign and state securities (or related) laws and, if applicable“Blue Sky” Laws in connection with the purchase of the Unsubscribed Units by the Commitment Parties, the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act issuance of 1976the Subscription Rights, the issuance of the Rights Offering Units pursuant to the exercise of the Subscription Rights, the issuance of Common Units as amended (payment of the "HSR Act"), and Commitment Premium or the securities or antitrust laws issuance of any foreign country4(a)(2) Backstop Commitment Units pursuant to the 4(a)(2) Backstop Commitment Investment, and (vg) such filingsany Applicable Consents that, authorizations if not made or approvals as may obtained, would not reasonably be set forth expected to have, individually or in Section 3.4 of the Edify Disclosure Scheduleaggregate, no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental authority or instrumentality (each a "Governmental Entity"), or with any third party are necessary in connection with (1) the execution and delivery by Edify of this Agreement and the Option Agreement, (2) the consummation by Edify of the Merger and the other transactions contemplated hereby, and (3) the consummation by Edify of the Option Agreement and the transactions contemplated thereby, except, in each case, for such consents, approvals or filings, the failure of which to obtain will not have (x) a material adverse effect on the ability of S1 to consummate the transactions contemplated hereby or (y) a Material Adverse Effect on Edify, S1 or the Surviving Corporation following the Effective Time.Effect. Section 4.8

Consents and Approvals. (a) Except for (i) filings of applications and notices with, and receipt of consents, authorizations, approvals, exemptions or nonobjections from, the effectiveness Securities and Exchange Commission (the “SEC”), Nasdaq, state securities authorities, the Financial Industry Regulatory Authority, applicable securities, commodities and futures exchanges, and other industry self-regulatory organizations (each, an “SRO”), (ii) the filing of any other required applications, filings or notices with the Board of Governors of the Federal Reserve System (“FRB”), the Washington Department of Financial Institutions (the “Department”), the Federal Deposit Insurance Corporation (the “FDIC”), other banking, regulatory, self-regulatory or enforcement authorities or any courts, administrative agencies or commissions or other governmental authorities or instrumentalities (each a “Governmental Entity”) and approval of or non-objection to such applications, filings and notices (taken together with the items listed in clause (i), the “Regulatory Approvals”), (iii) the filing with the SEC of a registration statement on Form S-4 (the “Form S-4”) in which the proxy statement relating to register the shares meeting of S1 Common Stock to be issued in connection with the Merger (including the shares of S1 Common Stock that may be issued upon the exercise of the options referred to in Section 1.6 hereof), and the filing of the joint proxy statement/prospectus to be used in soliciting the approval of Edify's and S1's stockholders at a special meeting Valley’s shareholders to be held in connection with this Agreement and the transactions contemplated hereby (the "“Proxy Statement/Prospectus")”) will be included, and declaration of effectiveness of the Form S-4, (ii) the approval of this Agreement by the requisite vote of the stockholders of Edify, (iiiiv) the filing of the Certificate Articles of Merger contemplated by Section 1.2 and the filing of any required documents with the Secretary of State of Department and the State of Delaware pursuant FDIC to cause the DGCLBank Merger to become effective, (ivv) such consents, approvals, orders, authorizations, registrations, declarations and any notices or filings as may be required under applicable federal, foreign and state securities (or related) laws and, if applicable, the HartXxxx-Xxxxx-Xxxxxx Xxxitrust Antitrust Improvements Act of 1976, as amended (the "“HSR Act"), ”) and (vi) such filings and approvals as are required to be made or obtained under the securities or antitrust “Blue Sky” laws of any foreign country, and (v) such filings, authorizations or approvals as may be set forth various states in Section 3.4 connection with the issuance of the Edify Disclosure Scheduleshares of Heritage Common Stock pursuant to this Agreement and approval of listing of such Heritage Common Stock on the Nasdaq, no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental authority or instrumentality (each a "Governmental Entity"), or with any third party Entity are necessary in connection with (1) the consummation by Valley or any of its Subsidiaries of the Merger, the Bank Merger or any of the other transactions contemplated by this Agreement or the change in control of any non-bank Subsidiary of Valley. No consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with the execution and delivery by Edify Valley of this Agreement and the Option Agreement, (2) the consummation by Edify of the Merger and the other transactions contemplated hereby, and (3) the consummation by Edify of the Option Agreement and the transactions contemplated thereby, except, in each case, for such consents, approvals or filings, the failure of which to obtain will not have (x) a material adverse effect on the ability of S1 to consummate the transactions contemplated hereby or (y) a Material Adverse Effect on Edify, S1 or the Surviving Corporation following the Effective Time.

Consents and Approvals. (a) Except 5.1 Purchaser shall be responsible for obtaining, at its sole expense, (i) the effectiveness of a registration statement on Form S-4 to register the shares of S1 Common Stock to be issued in connection with the Merger (including the shares of S1 Common Stock that may be issued upon the exercise all necessary consents and approvals of the options referred to in Section 1.6 hereofexisting mortgage lender(s), and loan servicer(s) or any of their respective agents or representatives, if required, with respect to the filing of the joint proxy statement/prospectus to be used in soliciting the approval of Edify's and S1's stockholders at a special meeting to be held in connection with this Agreement and the transactions contemplated hereby (the "Proxy Statement/Prospectus")Property, (ii) the approval of this Agreement by the requisite vote of the stockholders of Edifyany required rating agency approvals or opinions, (iii) releases of any guarantees previously provided by Seller or its affiliates, if any, in form and substance satisfactory to Seller, from the filing existing mortgage lender(s) with respect to any obligations under the loan relating to the Property to the extent arising from and after the transfer of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant Member Interests to the DGCLPurchaser, and (iv) all necessary member consents with respect to a transfer of the Member Interests. In no event shall Purchaser commence the process for obtaining such consents or contact the lender, loan servicer, or rating agency or any of their respective agents or representatives with respect to the Property, the Company or any member of the Company, prior to the earlier of (x) ten (10) days after the closing of the merger transactions (the “Lightstone Merger”) between Seller and Prime Office Company, LLC, Prime Office Merger Sub, LLC and Prime Office Merger Sub I, LLC (collectively, “Lightstone”), (y) receipt by Purchaser of written notice from Seller authorizing Purchaser to commence seeking such consents, approvals, ordersopinions and releases, authorizationsor (z) July 31, registrations, declarations and filings as may be required under applicable federal, foreign and state securities (or related) laws and, if applicable, the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act")2005, and in any case, not until Purchaser has obtained the securities or antitrust laws of any foreign country, and (v) such filings, authorizations or approvals as may be set forth in Section 3.4 approval of the Edify Disclosure Schedule, no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental authority or instrumentality (each a "Governmental Entity"), or with any third party are necessary in connection with (1) the execution and delivery by Edify of this Agreement and the Option Agreement, (2) the consummation by Edify managing member of the Merger and the other transactions contemplated hereby, and (3) the consummation by Edify of the Option Agreement and the transactions contemplated thereby, except, in each case, for Company authorizing Purchaser to commence seeking such consents, approvals approvals, opinions and releases. If such consents, approvals, opinions and releases cannot be obtained by Purchaser as to the Member Interests or filingsany financing secured by the Property by the Closing Date (as it may be extended by Purchaser pursuant to Section 9.2 below), the failure of which to obtain will then either Seller or Purchaser may, at such party’s sole option and in such party’s respective sole and absolute discretion, terminate this Agreement in its entirety, and thereafter Purchaser shall not have (x) a material adverse effect on any further rights with respect to the ability purchase of S1 the Member Interests, nor shall Seller have any further obligation to consummate sell the transactions contemplated hereby or (y) a Material Adverse Effect on Edify, S1 or the Surviving Corporation following the Effective TimeMember Interests to Purchaser.

Consents and Approvals. (a) Except for (i) the effectiveness filing of any required applications, filings and notices, as applicable, with the NYSE, (ii) the filing of any required applications, filings and notices, as applicable, under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the “HSR Act”), and such other consents, approvals, filings or registrations as may be required under any antitrust or competition Laws of non-U.S. jurisdictions (together with the XXX Xxx, xxxxxxxxxxxx, “Xxxxxxxxxxx Xxxx”)0, (xxx) the filing of any required applications, filings and notices, as applicable, for foreign investment clearance of any jurisdiction, (iv) the filing by Camber with the SEC of a joint proxy statement in definitive form (including any amendments or supplements thereto, the “Joint Proxy Statement”), and a registration statement on Form S-4 to register in which the shares of S1 Common Stock to Joint Proxy Statement will be issued in connection with included as a prospectus (the Merger (including the shares of S1 Common Stock that may be issued upon the exercise of the options referred to in Section 1.6 hereof“S-4”), and the filing declaration of effectiveness of the joint proxy statement/prospectus to be used in soliciting the approval of Edify's and S1's stockholders at a special meeting to be held in connection with this Agreement and the transactions contemplated hereby (the "Proxy Statement/Prospectus")S-4, (ii) the approval of this Agreement by the requisite vote of the stockholders of Edify, (iiiv) the filing of the Certificate Articles of Merger with the Nevada Secretary of State of the State of Delaware pursuant to the DGCLNRS, (ivvi) such consents, approvals, orders, authorizations, registrations, declarations filings and filings approvals as may are required to be required made or obtained under applicable federal, foreign and state securities (or related) laws and, if applicable, the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act"), and the securities or antitrust “Blue Sky” laws of any foreign countryvarious states in connection with the issuance of the shares of Camber Common Stock pursuant to this Agreement and the approval of the listing of such Camber Common Stock on the NYSE, as applicable; and (v) such filings, authorizations or approvals as may be set forth in Section 3.4 the consent of the Edify Disclosure Scheduleholders of Camber’s Series C Preferred Stock, no material consents or approvals of of, or filings or registrations with with, any court, administrative agency or commission or other governmental or regulatory authority or instrumentality or self-regulatory organization (SRO) (each a "“Governmental Entity"), or with any third party ”) are necessary in connection with (1A) the execution and delivery by Edify Camber of this Agreement and the Option Agreement, or (2B) the consummation by Edify Camber of the transactions contemplated hereby. As of the date hereof, Camber is not aware of any reason why the necessary regulatory approvals and consents will not be received by Camber or Merger Sub to permit consummation of the Merger and the other transactions contemplated hereby, and (3) the consummation by Edify on a timely basis. As of the Option Agreement date hereof, to the knowledge of Camber, there is no fact or circumstance existing that would require or reasonably be expected to require either party to invoke their right to change the structure of effecting the combination of Viking and the transactions contemplated thereby, except, in each case, for such consents, approvals or filings, the failure of which Camber to obtain will not have (x) a material adverse effect on the ability of S1 Direct Merger pursuant to consummate the transactions contemplated hereby or (y) a Material Adverse Effect on Edify, S1 or the Surviving Corporation following the Effective TimeSection 6.15 hereof.

Consents and Approvals. (a) Except for (i) the effectiveness filing with the SEC of a registration proxy statement on Form S-4 in definitive form relating to register the shares of S1 Common Stock to be issued in connection with the Merger (including the shares of S1 Common Stock that may be issued upon the exercise meeting of the options referred to in Section 1.6 hereof), and the filing of the joint proxy statement/prospectus to be used in soliciting the approval of Edify's and S1's Company’s stockholders at a special meeting to be held in connection with this Agreement and the transactions contemplated hereby (including any amendments or supplements thereto, the "“Proxy Statement/Prospectus"”), and of the registration statement on Form S-4 in which the Proxy Statement will be included as a prospectus, to be filed with the SEC by Parent in connection with the transactions contemplated by this Agreement (the “Form S-4”) and declaration of effectiveness of the Form S-4, (ii) the approval of this Agreement by the requisite vote of the stockholders of Edify, (iii) the filing of the Certificate of Merger with the Delaware Secretary of State of the State of Delaware pursuant to the DGCL, (iviii) such consents, approvals, orders, authorizations, registrations, declarations and the filing of any notices or other filings as may be required under applicable federal, foreign and state securities (or related) laws and, if applicable, the HartXxxx-Xxxxx-Xxxxxx Xxxitrust Antitrust Improvements Act of 1976, as amended (the "“HSR Act"”), (iv) such filings and approvals as are required to be made or obtained under the securities or antitrust “Blue Sky” laws of any foreign country, various states in connection with the issuance of the Parent Common Stock pursuant to this Agreement and the approval of the listing of such Parent Common Stock on the New York Stock Exchange (“NYSE”) and (v) such filingsauthorizations, authorizations consents, approvals, filings or approvals as may registrations that, if not obtained or made, would not reasonably be set forth in Section 3.4 expected to have a Material Adverse Effect on the Company or a material adverse effect on the ability of the Edify Disclosure ScheduleCompany to consummate the transactions contemplated hereby, no consents or approvals of or filings or registrations with any court, foreign or domestic court or administrative agency or commission or other governmental authority or instrumentality or SRO (each a "“Governmental Entity"), or with any third party ”) are necessary in connection with (1A) the execution and delivery by Edify the Company of this Agreement and the Option Agreement, or (2B) the consummation by Edify the Company of the Merger and the other transactions contemplated hereby. As used in this Agreement, and (3) the consummation by Edify of the Option Agreement and the transactions contemplated thereby, except, in each case, for such consents, approvals or filings, the failure of which to obtain will not have “SRO” means (x) a material adverse effect on any “self-regulatory organization” as defined in Section 3(a)(26) of the ability Securities Exchange Act of S1 to consummate 1934, as amended (the transactions contemplated hereby or “Exchange Act”) and (y) a Material Adverse Effect on Edifyany other United States or foreign securities exchange, S1 futures exchange, commodities exchange or the Surviving Corporation following the Effective Timecontract market.

Consents and Approvals. (a) Except as set forth in Section 3.6 of the Company Disclosure Schedule and except for (i) the effectiveness filing of a registration statement on Form S-4 to register applications, filings and notices, as applicable, with the shares FDIC in connection with the Merger, including under the Bank Merger Act, and approval of S1 Common Stock to be issued such applications, filings and notices, (ii) the filing of applications, filings and notices, as applicable, with the Maryland Office of the Commissioner of Financial Regulation (the “Maryland Office”) in connection with the Merger and approval of such applications, filings and notices, (including the shares of S1 Common Stock that may be issued upon the exercise of the options referred to in Section 1.6 hereof), and iii) the filing of applications, filings and notices, as applicable, with the joint Federal Reserve, (iv) the filing with the U.S. Securities and Exchange Commission (the “SEC”) of a proxy statement/prospectus statement in definitive form relating to be used in soliciting the approval meeting of Edify's and S1's the Company’s stockholders at a special meeting to be held in connection with this Agreement and the transactions contemplated hereby (including any amendments or supplements thereto, the "“Proxy Statement/Prospectus"), (ii) the approval of this Agreement by the requisite vote of the stockholders of Edify, (iii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL, (iv) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal, foreign and state securities (or related) laws and, if applicable, the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act"”), and of the securities registration statement on Form S-4 in which the Proxy Statement will be included as a prospectus, to be filed with the SEC by Parent in connection with the transactions contemplated by this Agreement (including any amendments or antitrust laws supplements thereto (the “Form S-4”) and declaration of any foreign countryeffectiveness of the Form S-4, and (v) such filings, authorizations or filings and approvals as may are required to be set forth made or obtained under the securities or “Blue Sky” laws of various states in Section 3.4 connection with the issuance of the Edify Disclosure Scheduleshares of Parent Common Stock pursuant to this Agreement and the filing with the Nasdaq Stock Market of a notification of the listing of the shares of Parent Common Stock to be issued in the Merger, no consents or approvals of of, or filings or registrations with with, any governmental or regulatory authority, agency, court, administrative agency or commission commission, or other governmental authority or instrumentality administrative entity, including but not limited to Regulatory Agencies (each a "as defined below) (“Governmental Entity"), ”) or with any third party (besides those the failure of which to be obtained would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company) are necessary required to be made or obtained in connection with (1) the execution and delivery by Edify the Company of this Agreement and the Option Agreement, (2) or the consummation by Edify the Company of the Merger and the other transactions contemplated herebyby this Agreement, and (3) including the consummation by Edify Merger. As of the Option Agreement and the transactions contemplated thereby, except, in each case, for such consents, approvals or filingsdate hereof, the failure Company has no knowledge of which any reason pertaining to obtain will the Company why any of the approvals referred to in this Section 3.6 should not have (x) a material adverse effect on be obtained without the ability imposition of S1 to consummate the transactions contemplated hereby any condition or (y) a Material Adverse Effect on Edify, S1 or the Surviving Corporation following the Effective Timerequirement described in Section 7.1(c).

Consents and Approvals. (a) Except for Upon the terms and subject to the conditions set forth in this Agreement, each of the Parties shall use commercially reasonable efforts (unless, with respect to any action, another standard is set forth herein) to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other Parties in doing, all things necessary, proper or advisable under applicable Law or pursuant to any contract or agreement to consummate and make effective, as promptly as practicable, the Transactions, including using commercially reasonable efforts (i) to cause the effectiveness of a registration statement on Form S-4 conditions to register the shares of S1 Common Stock Closing set forth in Article VII to be issued satisfied, (ii) to obtain all necessary actions or nonactions, waiting period expirations or terminations, waivers, consents, authorizations and approvals from Governmental Entities or other Persons necessary in connection with the Merger (including the shares of S1 Common Stock that may be issued upon the exercise consummation of the options referred Transactions, including, with respect to in the Giants Parties, the consents listed on Section 1.6 hereof)3.5(a) of the Giants Disclosure Letter and with respect to the Jaguar Parties, the consents listed on Section 4.3 of the Jaguar Disclosure Letter, and the filing making of the joint proxy statement/prospectus all necessary registrations and filings (including filings with Governmental Entities, if any) to be used in soliciting the approval of Edify's and S1's stockholders at a special meeting obtain an approval, waiting period expirations or terminations or waiver from, or to be held avoid an action or proceeding by, any Governmental Entity or other Persons necessary in connection with this Agreement and the transactions contemplated hereby (the "Proxy Statement/Prospectus"), (ii) the approval of this Agreement by the requisite vote consummation of the stockholders of EdifyTransactions, (iii) to defend any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the filing of the Certificate of Merger Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and avoid each and every impediment under any antitrust, merger control, competition or trade regulation Law that may be asserted by any Governmental Entity with the Secretary of State of the State of Delaware pursuant respect to the DGCLTransactions so as to enable the Closing to occur as soon as reasonably possible, and (iv) such consentsto execute and deliver any additional instruments necessary to consummate the Transactions and to fully carry out the purposes of this Agreement. The Jaguar Parties shall use their commercially reasonable efforts, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal, foreign and state securities (or related) laws and, if applicable, to satisfy the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act"), and the securities or antitrust laws of any foreign country, and (v) such filings, authorizations or approvals as may be condition set forth in Section 3.4 of the Edify Disclosure Schedule, no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental authority or instrumentality (each a "Governmental Entity"7.2(i), and, to the extent not otherwise satisfied, shall take all actions within their respective control to make capital calls from their respective limited partners or with any third party are necessary in connection with (1) the execution and delivery by Edify of this Agreement and the Option Agreement, (2) the consummation by Edify of the Merger and the other transactions contemplated hereby, and (3) the consummation by Edify of the Option Agreement and the transactions contemplated thereby, except, in each case, for members who have unfunded capital commitments to cause such consents, approvals or filings, the failure of which condition to obtain will not have (x) a material adverse effect on the ability of S1 to consummate the transactions contemplated hereby or (y) a Material Adverse Effect on Edify, S1 or the Surviving Corporation following the Effective Timebe satisfied.

Consents and Approvals. Except for (a) Except for the filing by FNB of applications and notices, as applicable, with the Board of Governors of the Federal Reserve System (ithe “Federal Reserve Board”) under the effectiveness Bank Holding Company Act of a registration statement on Form S-4 to register 1956, as amended (the shares “BHC Act”), and the Federal Reserve Act, as amended, and approval of S1 Common Stock to be issued such applications and notices, and, in connection with the Merger (including merger of OBA Bank with and into FNB Bank, the shares filing of S1 Common Stock that may be issued upon applications and notices, as applicable, with the exercise FDIC, the Office of the options referred to in Section 1.6 hereofComptroller of the Currency (the “OCC”), and any state regulatory authority, and approval of such applications and notices, (b) the filing with the Securities and Exchange Commission (the “SEC”) of a proxy statement in definitive form relating to the joint proxy statement/prospectus to be used in soliciting the approval meeting of Edify's and S1's stockholders at a special meeting OBA shareholders to be held in connection with this Agreement and the transactions contemplated hereby (the "“Proxy Statement/Prospectus")”) and of a registration statement on Form S-4 (the “Registration Statement”) in which the Proxy Statement will be included as a prospectus, and declaration of effectiveness of the Registration Statement, (ii) the approval of this Agreement by the requisite vote of the stockholders of Edify, (iiic) the filing of the Certificate Articles of Merger with and the acceptance for record by the Department of Assessments and Taxation of the State of Maryland pursuant to the MGCL, the filing of Articles of Merger with and the acceptance for record by the Secretary of State of the State of Delaware Florida pursuant to the DGCL, (iv) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal, foreign and state securities (or related) laws and, if applicable, the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act")FBCA, and the filing of the Bank Merger Certificates, (d) such filings as are required to be made or obtained under the securities or antitrust “Blue Sky” laws of any foreign countryvarious states in connection with the issuance of the shares of FNB Common Stock pursuant to this Agreement, and approval of the listing on the NYSE of such FNB Common Stock issuable in the Merger, and (ve) such filings, authorizations or approvals as may be set forth in Section 3.4 the adoption of this Agreement by the affirmative vote of at least a majority of the Edify Disclosure Scheduleissued and outstanding shares of OBA Common Stock, no consents or approvals of of, or filings or registrations with any court, administrative agency or commission or other governmental authority or instrumentality of federal, state, local or foreign government (each each, a "“Governmental Entity"”), any industry self-regulatory organization (“SRO”) or with any third party other Person are necessary in connection with (1i) the execution and delivery by Edify OBA of this Agreement and the Option Agreement, (2ii) the consummation by Edify OBA of the Merger and the other transactions contemplated hereby, and (3) the consummation by Edify this Agreement contemplates. As of the Option Agreement and date of this Agreement, OBA is not aware of any reason why the transactions contemplated thereby, except, in each case, for such consents, approvals or filings, the failure of which to obtain Requisite Regulatory Approvals will not have (x) be received on a material adverse effect on the ability of S1 to consummate the transactions contemplated hereby timely basis or (y) a Material Adverse Effect on Edify, S1 or the Surviving Corporation following the Effective Timewhy any Materially Burdensome Regulatory Condition would be imposed.

Consents and Approvals. (a) Except for (i) the effectiveness filing of a registration statement on Form S-4 to register the shares of S1 Common Stock to be issued in connection applications and notices, as applicable, with the Merger (including the shares Board of S1 Common Stock that may be issued upon the exercise Governors of the options referred to in Section 1.6 hereof)Federal Reserve System (the "Federal Reserve Board") under the BHC Act and approval of such applications and notices, and (ii) the filing of any required applications with the Office of Thrift Supervision (the "OTS") (iii) the filing of any required applications or notices with any state or foreign agencies and approval of such applications and notices (the "State Approvals"), (iv) the filing with the Securities and Exchange Commission (the "SEC") of a joint proxy statement/prospectus statement in definitive form relating to be used in soliciting the approval meetings of EdifyFirst Chicago's and S1NBD's stockholders at a special meeting to be held in connection with this Agreement and the transactions contemplated hereby (the "Joint Proxy Statement/Prospectus") and the registration statement on Form S-4 (the "S-4") in which the Joint Proxy Statement will be included as a prospectus, (v) the filing of the Certificate of Merger with the Delaware Secretary pursuant to the DGCL, (vi) any notices to or filings with the Small Business Administration ("SBA"), (iivii) any consent, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers or investment advisers, and federal commodities laws relating to the regulation of futures commission merchants and the rules and regulations thereunder and of any applicable industry self-regulatory organization ("SRO"), and the rules of the NYSE, or which are required under consumer finance, mortgage banking and other similar laws, (viii) such filings and approvals as are required to be made or obtained under the securities or "Blue Sky" laws of various states in connection with the issuance of the shares of NBD Common Stock pursuant to this Agreement, and (ix) the approval of this Agreement by the requisite vote of the stockholders of Edify, (iii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL, (iv) such consents, approvals, orders, authorizations, registrations, declarations First Chicago and filings as may be required under applicable federal, foreign and state securities (or related) laws and, if applicable, the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act"), and the securities or antitrust laws of any foreign country, and (v) such filings, authorizations or approvals as may be set forth in Section 3.4 of the Edify Disclosure ScheduleNBD, no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental authority or instrumentality (each a "Governmental Entity"), ) or with any third party are necessary in connection with (1A) the execution and delivery by Edify NBD of this Agreement and the Option Agreement, (2B) the consummation by Edify NBD of the Merger and the other transactions contemplated hereby, and (3) the consummation by Edify of the Option Agreement and the transactions contemplated thereby, except, in each case, for such consents, approvals or filings, the failure of which to obtain will not have (x) a material adverse effect on the ability of S1 to consummate the transactions contemplated hereby or (y) a Material Adverse Effect on Edify, S1 or the Surviving Corporation following the Effective Time.. 8

Consents and Approvals. Except for (a) Except for the filing of applications and notices, as applicable, with the Board of Governors of the Federal Reserve System (ithe "Federal Reserve Board"), the FDIC, the OCC, the Federal Trade Commission (the "FTC") and the Department of Justice ("DoJ"), and approval of such applications and notices, (b) the filing of such applications, filings, authorizations, orders and approvals as may be required under applicable state law, (c) the filing with, and declaration of effectiveness by, the United States Securities and Exchange Commission ("SEC") of a registration statement on Form S-4 (such registration statement and any post-effective amendment thereto relating to register the shares of S1 Common Stock to be issued this transaction, or any other registration statement on Form S-4 used in connection with the Merger (including Merger, the shares of S1 Common Stock that may "S-4") in which will be issued upon the exercise of the options referred to in Section 1.6 hereof), and the filing of the included as a prospectus a definitive joint proxy statement/prospectus statement relating to be used in soliciting the approval respective meetings of Edify's shareholders of First United and S1's stockholders at a special meeting BancorpSouth to be held in connection with this Agreement and the transactions contemplated hereby herein (the "Proxy Statement/Prospectus"), (iid) the approval of this Agreement by the requisite vote of the stockholders shareholders of EdifyFirst United, (iiie) the filing of the Certificate Articles of Merger with the Secretary of State of the State of Delaware pursuant to the DGCLwith, (iv) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal, foreign and state securities (or related) laws and, if applicable, the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976OCC, as amended (the "HSR Act")Mississippi Secretary, the Arkansas Secretary, the Mississippi Department, the Arkansas Department, the Texas Department and the securities or antitrust laws of any foreign country, Louisiana Department and (vf) such filings, authorizations or approvals as may approval for listing of BancorpSouth Common Stock to be set forth issued in Section 3.4 of the Edify Disclosure ScheduleMerger on the NYSE, no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental authority or instrumentality (each a "Governmental Entity"), ) or with any third party are necessary in connection with (1i) the execution and delivery by Edify First United of this Agreement and the Stock Option Agreement, Agreements and (2ii) the consummation by Edify First United and its Subsidiaries of the Merger and the other transactions contemplated hereby, hereby and (3) the consummation by Edify of the Option Agreement and the transactions contemplated thereby, except, in each case, for such consents, approvals or filings, the failure of which to obtain will not have (x) a material adverse effect on the ability of S1 to consummate the transactions contemplated hereby or (y) a Material Adverse Effect on Edify, S1 or the Surviving Corporation following the Effective Time.

Consents and Approvals. (a) Except for (i) the effectiveness filing of a notification and report form under the HSR Act and the termination or expiration of the waiting period under the HSR Act, (ii) the filing of any other required applications or notices with any state or foreign agencies of competent jurisdiction and approval of such applications and notices (the “Other Approvals”), (iii) the filing with the SEC of a proxy statement relating to the matters to be submitted to the VLI Unitholders at the VLI Unitholders Meeting and the matters to be submitted to KPP’s Unitholders at the KPP Unitholders Meeting (such joint proxy statement/prospectus, and any amendments or supplements thereto, the “Joint Proxy Statement/Prospectus”) and a registration statement on Form S-4 with respect to register the shares issuance of S1 VLI Common Stock to be issued Units in connection with the KPP Merger (including the shares of S1 Common Stock that may be issued upon the exercise of the options referred to in Section 1.6 hereof)such Form S-4, and any amendments or supplements thereto, the filing of the joint proxy statement/prospectus to be used in soliciting the approval of Edify's and S1's stockholders at a special meeting to be held in connection with this Agreement and the transactions contemplated hereby (the "Proxy Statement/Prospectus"“Form S-4”), (ii) the approval of this Agreement by the requisite vote of the stockholders of Edify, (iiiiv) the filing of the Certificate of Merger Merger, (v) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the Secretary of State rules of the State NYSE, (vi) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of Delaware various states in connection with the issuance of VLI Common Units pursuant to this Agreement (the DGCL, (iv) such consents, approvals, orders, authorizations, registrations, declarations filings and filings as may be registration required under applicable federal, foreign and state securities or in relation to the foregoing clauses (or relatedii) laws and, if applicable, the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, through (vi) being referred to as amended (the "HSR Act"), and the securities or antitrust laws of any foreign country, “Necessary Consents”) and (vvii) such filingsother consents, authorizations approvals, filings and registrations the failure of which to obtain or approvals as may make would not, individually or in the aggregate, reasonably be set forth in Section 3.4 of expected to have a Material Adverse Effect on the Edify Disclosure ScheduleKaneb Entities or the Surviving Partnership, no consents or approvals of or filings or registrations with any supranational, national, state, municipal, local or foreign government, any instrumentality, subdivision, court, administrative agency or commission or other authority thereof, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority or instrumentality (each each, a "“Governmental Entity"), or with any third party ”) are necessary in connection with (1A) the execution and delivery by Edify the Kaneb Entities of this Agreement and the Option Agreement, (2B) the consummation by Edify the Kaneb Entities of the Merger and the other transactions contemplated hereby, and (3) the consummation by Edify of the Option Agreement and the transactions contemplated thereby, except, in each case, for such consents, approvals or filings, the failure of which to obtain will not have (x) a material adverse effect on the ability of S1 to consummate the transactions contemplated hereby or (y) a Material Adverse Effect on Edify, S1 or the Surviving Corporation following the Effective Timeby this Agreement.

Consents and Approvals. (a) Except for (i) the effectiveness filing of a notification and report form under the HSR Act and the termination or expiration of the waiting period under the HSR Act and any other applicable anti-trust or competition approvals, (ii) the filing with the SEC of a proxy statement/prospectus relating to the matters to be submitted to Buyer's stockholders at the Buyer Stockholders Meeting, if any, and the matters to be submitted to the Company's stockholders at the Company Stockholders Meeting (such proxy statement/prospectus, and any amendments or supplements thereto, the "PROXY STATEMENT/PROSPECTUS") and a registration statement on Form S-4 with respect to register the shares issuance of S1 Buyer Common Stock to be issued in connection with the Merger (including such Form S-4, and any amendments or supplements thereto, the shares of S1 Common Stock that may be issued upon the exercise of the options referred to in Section 1.6 hereof"FORM S-4"), and the filing of the joint proxy statement/prospectus to be used in soliciting (iii) the approval and adoption of Edify's and S1's stockholders at a special meeting to be held in connection with this Agreement and the transactions contemplated hereby (Merger by the "Proxy Statement/Prospectus")Company's stockholders in accordance with the DGCL, the Company's Certificate of Incorporation and bylaws, (ii) the approval of this Agreement by the requisite vote of the stockholders of Edify, (iiiiv) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL, DGCL (iv) such the consents, approvals, orders, authorizations, registrations, declarations filings and filings as may be registration required under applicable federalor in relation to clauses (ii) though (iv) above, foreign and state securities (or related) laws and, if applicable, the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR ActNECESSARY CONSENTS"), and the securities or antitrust laws of any foreign country, and (v) such filingsother consents, authorizations approvals, filings and registrations the failure of which to obtain or approvals as may make would not reasonably be set forth in Section 3.4 of expected to have a Material Adverse Effect to the Edify Disclosure ScheduleCompany, no consents or approvals of or filings or registrations with any supranational or national, state, municipal or local government, foreign or domestic, any instrumentality, subdivision, court, administrative agency or commission or other authority thereof, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority or instrumentality (each each, a "Governmental EntityGOVERNMENTAL ENTITY"), or with any third party ) are necessary in connection with (1A) the execution and delivery by Edify the Company of this Agreement and the Option Agreement, (2B) the consummation by Edify the Company of the Merger and the other transactions contemplated hereby, and (3) the consummation by Edify of the Option Agreement and the transactions contemplated thereby, except, in each case, for such consents, approvals or filings, the failure of which to obtain will not have (x) a material adverse effect on the ability of S1 to consummate the transactions contemplated hereby or (y) a Material Adverse Effect on Edify, S1 or the Surviving Corporation following the Effective Timeby this Agreement.

Consents and Approvals. (aExcept as specifically set forth in Part 3.1(f) Except of the Disclosure Letter, and assuming that the representations and warranties of the Purchasers contained in Section 3.2 hereof are true and correct in all material respects, the Company is not required to obtain any consent, waiver, authorization or order of, or make any filing or registration with, any court or other federal, state, local or other governmental authority or other person in connection with the execution, delivery and performance by the Company of the Transaction Documents, except for (i) the effectiveness of a registration statement on Form S-4 to register the shares of S1 Common Stock to be issued in connection with the Merger (including the shares of S1 Common Stock that may be issued upon the exercise of the options referred to in Section 1.6 hereof), and the filing of the joint proxy statement/prospectus to be used Registration Statement(s) (as defined in soliciting the approval of Edify's and S1's stockholders at a special meeting to be held in connection Registration Rights Agreement) with this Agreement and the transactions contemplated hereby (the "Proxy Statement/Prospectus"), Commission; (ii) the approval of this Agreement application(s) or any letter(s) acceptable to and approved by the requisite vote National Association of Securities Dealers, Inc. ("NASD") for the designation of the stockholders of Edify, Warrant Shares for trading on the Nasdaq Stock Market (and with any other national securities exchange or market on which the Common Stock is then listed); (iii) the any filings, notices, registrations or approvals under applicable federal or state securities laws and any filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL, (iv) such consents, approvals, orders, authorizations, registrations, declarations and filings as or approval that may be required under applicable federal, foreign and state securities (or related) laws and, if applicable, the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act"), ; (iv) the filing of the Proxy Statement with the Commission to obtain approval to mail to the Company's shareholders of the transactions contemplated by the Merger Agreement and the securities Stock Purchase Agreement, clearance from the Commission to mail such Proxy Statement to the Company's shareholders and the receipt of such shareholder approval or antitrust laws the filing with the Nasdaq Stock Market for an exemption from the requirement of any foreign country, obtaining such approval of the Company's shareholders and the receipt of such exemption; (v) such filings, authorizations the filing of any UCC Financing Statements or approvals other documents as may be set forth in Section 3.4 of required by the Edify Disclosure Schedule, no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental authority or instrumentality (each a "Governmental Entity"), or with any third party are necessary in connection with (1) Purchasers to perfect the execution and delivery security interests created by Edify of this the Security Agreement and the Option Agreement, (2) the consummation by Edify Deed of the Merger and the other transactions contemplated hereby, Trust; and (3vi) the consummation by Edify of the Option Agreement and the transactions contemplated thereby, exceptother than, in each caseall other cases, for such consents, approvals or filings, where the failure of which to obtain will not have such consent, waiver, authorization or order, or to give or make such notice or filing, (x) a material adverse effect on would not materially impair or delay the ability of S1 to consummate the transactions contemplated hereby or (y) a Material Adverse Effect on Edify, S1 or the Surviving Corporation following the Effective Time.Company to

Consents and Approvals. (a) Except for Assuming the Purchaser is not foreign owned or controlled, neither the Company nor any Subsidiary is required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority or other Person in connection with the execution, delivery and performance by the Company of the Transaction Documents, other than (i) the effectiveness of a registration statement on Form S-4 filings required pursuant to register the shares of S1 Common Stock to be issued in connection with the Merger (including the shares of S1 Common Stock that may be issued upon the exercise of the options referred to in Section 1.6 hereof), and the filing of the joint proxy statement/prospectus to be used in soliciting the approval of Edify's and S1's stockholders at a special meeting to be held in connection with this Agreement and the transactions contemplated hereby (the "Proxy Statement/Prospectus")3.10, (ii) the approval filing with the Securities and Exchange Commission (the "Commission") of this a registration statement meeting the requirements set forth in the Registration Rights Agreement and covering the resale of the Underlying Shares by the requisite vote Purchasers (the "UNDERLYING SHARES REGISTRATION STATEMENT") and the Commission's declaring effective of the stockholders of EdifyUnderlying Shares Registration Statement, (iii) the filing application(s) to the Nasdaq National Market ("NASDAQ") for the listing of the Certificate of Merger underlying shares for trading on the NASDAQ (and with any other national securities exchange or market on which the Secretary of State of Common Stock is then listed) in the State of Delaware pursuant to the DGCLtime and manner required thereby, (iv) such consentsapplicable Blue Sky filings, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal, foreign and state securities (or relatedv) laws and, if applicable, compliance with the HartXxxx-Xxxxx-Xxxxxx Xxxitrust Antitrust Improvements Act of 1976, as amended amended, the parties agree that no filings under such Act is required for so long as a Purchaser owns less than 10% of the then outstanding shares of Common Stock solely for the purpose of investments, (vi) any filings following a transfer, if any, of Debentures or Warrants to a foreign owned or controlled Person that may be required to permit such transferee to hold securities of the "HSR Act")Company, and (vii) Shareholder Approval (as defined in the securities or antitrust laws of any foreign countryDebentures) as may be required in the circumstances described in the Debentures, and (vviii) in all other cases where the failure to obtain such filingsconsent, authorizations waiver, authorization or approvals as may be set forth in Section 3.4 of the Edify Disclosure Schedule, no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental authority or instrumentality (each a "Governmental Entity")order, or with any third party are necessary in connection with (1) the execution and delivery by Edify of this Agreement and the Option Agreement, (2) the consummation by Edify of the Merger and the other transactions contemplated hereby, and (3) the consummation by Edify of the Option Agreement and the transactions contemplated thereby, except, in each case, for to give such consents, approvals notice or filings, the failure of which to obtain will make such filing or registration could not have (x) a material adverse effect on or result in, individually or in the ability of S1 to consummate the transactions contemplated hereby or (y) aggregate, a Material Adverse Effect on Edify(collectively, S1 or the Surviving Corporation following the Effective Time"REQUIRED APPROVALS").

Consents and Approvals. (a) Except for Subject to the provisions of Section 3.6 above and subsection (b) below, Sellers and Purchaser shall each use their commercially reasonable best efforts (i) to obtain all consents and approvals, as reasonably requested by Purchaser, to more effectively consummate the effectiveness purchase and sale of a registration statement on Form S-4 the Acquired Assets and the assumption and assignment of the Assumed Contracts, Assumed Leases, and Assumed Obligations, as applicable, together with any other necessary consents and approvals to register consummate the shares of S1 Common Stock transactions contemplated hereby, (ii) to make, as reasonably requested by Purchaser, all filings, applications, statements and reports to all authorities which are required to be issued in connection with made prior to the Merger (including the shares Closing Date by or on behalf of S1 Common Stock that may be issued upon the exercise Sellers or any of the options referred their affiliates pursuant to in Section 1.6 hereof), and the filing of the joint proxy statement/prospectus to be used in soliciting the approval of Edify's and S1's stockholders at a special meeting to be held any applicable Regulation in connection with this Agreement and the transactions contemplated hereby (the "Proxy Statement/Prospectus"), (ii) the approval of this Agreement by the requisite vote of the stockholders of Edifyhereby, (iii) to obtain, as reasonably requested by Purchaser, all required consents and approvals (if any) to assign and transfer the filing Permits to Purchaser at Closing and, to the extent that one or more of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant Permits are not transferable, to the DGCL, obtain replacements therefor; (iv) to obtain, to the extent required, all consents to the sale, transfer and/or assignment of the Repp Canada Assets to Purchaser (or any designee thereof), ixxxxding, but not limited to any Repp Store Lease associated with the conduct of the Business ix Xxnada; and (v) to obtain, with respect to the Repp Canada Assets, from the lessors of the Repp Store Leases xx xe assigned to the Purchaser (or any Permitxxx Designee thereof) and from the other parties to the Contracts associated with the conduct of the Business in Canada, an estoppel certificate stating that such consentsRepp Store Lease or Contract is in good standing, approvalsunmodified, ordersaxx xn full force and effect, authorizationsthat all rent and other amounts due thereunder are current and that no default of the Sellers exists thereunder at the Closing Date; provided that Sellers shall not be required to make any filing in connection with the transfer of a Permit or take any other action required by this sentence unless Purchaser advances any and all fees and other charges imposed by any applicable authority or other Person in connection with such filing, registrationstransfer or other requested action. Subject to the provisions of Section 3.6 and subsection (b) below, declarations and filings in the event that certain Permits are not transferable or replacements therefor are not obtainable on or before the Closing, but such Permits are transferable or replacements therefor are obtainable after the Closing, Sellers shall continue to use such reasonable efforts in cooperation with Purchaser after the Closing as may be required under applicable federal, foreign to obtain all required consents and state securities (or related) laws and, if applicable, the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act"), and the securities or antitrust laws of any foreign country, and (v) such filings, authorizations or approvals as may be set forth in Section 3.4 of the Edify Disclosure Schedule, no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental authority or instrumentality (each a "Governmental Entity")to transfer, or with any third party are obtain replacements for, such Permits after Closing and shall do all things reasonably necessary in connection with (1) to give Purchaser the execution and delivery by Edify of this Agreement and the Option Agreement, (2) the consummation by Edify of the Merger and the other transactions contemplated hereby, and (3) the consummation by Edify of the Option Agreement and the transactions contemplated thereby, except, in each case, for benefits which would be obtained under such consents, approvals or filings, the failure of which to obtain will not have (x) a material adverse effect on the ability of S1 to consummate the transactions contemplated hereby or (y) a Material Adverse Effect on Edify, S1 or the Surviving Corporation following the Effective TimePermits.

Consents and Approvals. (a) Except for No consents or approvals of, or filings or registrations with, any Governmental Authority are necessary in connection with (i) the effectiveness execution and delivery by the MLP Parties of this Agreement or (ii) the consummation by the MLP Parties of the Merger Transactions, except for (A) the filing of any required applications or notices with any state or foreign agencies of competent jurisdiction and approval of such applications or notices, (B) the filing with the SEC of a proxy statement relating to the matters to be submitted to the MLP Unitholders at the MLP Meeting and a registration statement on Form S-4 with respect to register the issuance of shares by PNR of S1 New Common Stock to be issued in connection with the Merger (including such registration statement and any amendments or supplements thereto, the shares of S1 Common Stock that may be issued upon the exercise of the options referred to in Section 1.6 hereof), “Registration Statement,” and the filing of the joint proxy statement/prospectus to be used included in soliciting such Registration Statement and any amendments or supplements thereto, the approval of Edify's and S1's stockholders at a special meeting to be held in connection with this Agreement and the transactions contemplated hereby (the "“Proxy Statement/Prospectus"”), (ii) the approval of this Agreement by the requisite vote of the stockholders of Edify, (iiiC) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCLDelaware, (ivD) such any consents, authorizations, approvals, ordersfilings or exemptions in connection with compliance with the rules of the NYSE, authorizations, registrations, declarations (E) such filings and filings approvals as may be required to be made or obtained under applicable federal, foreign and state securities (or related) laws and, if applicable, the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act"), and the securities or antitrust “Blue Sky” laws of any foreign countryvarious states in connection with the issuance of shares of New Common Stock in connection with the Merger pursuant to this Agreement, and (vF) such filingsother consents, authorizations or approvals as may be set forth in Section 3.4 of the Edify Disclosure Scheduleauthorizations, no consents or approvals of or approvals, filings or registrations with any court, administrative agency the absence or commission or other governmental authority or instrumentality (each a "Governmental Entity"), or with any third party are necessary in connection with (1) the execution and delivery by Edify of this Agreement and the Option Agreement, (2) the consummation by Edify of the Merger and the other transactions contemplated hereby, and (3) the consummation by Edify of the Option Agreement and the transactions contemplated thereby, except, in each case, for such consents, approvals or filings, the failure unavailability of which could not, either individually or in the aggregate, reasonably be expected to obtain will not have (x) a material adverse effect on the ability of S1 to consummate the transactions contemplated hereby or (y) a Material Adverse Effect on Edify, S1 or the Surviving Corporation following the Effective TimeMLP.

Consents and Approvals. (a) Except for (i) the effectiveness approval of a registration statement on Form S-4 to register the shares Merger by the Office of S1 Thrift Supervision ("OTS") and the approval of the Savings Bank Merger by the FDIC and by the Superintendent of Banks of the New York State Banking Department (the "Superintendent") under the New York banking law, (ii) approval of the quotation of the ICBC Common Stock to be issued in connection the Merger on the Nasdaq National Market System, (iii) the filing with the Merger Securities and Exchange Commission (including the shares "SEC") of S1 Common Stock that may be issued upon a proxy statement in definitive form relating to the exercise respective meetings of the options referred to in Section 1.6 hereof), stockholders of SIB and the filing of the joint proxy statement/prospectus to be used in soliciting the approval of Edify's and S1's stockholders at a special meeting ICBC to be held in connection with to vote on the adoption of this Agreement and the transactions contemplated hereby (the "Joint Proxy Statement/Prospectus")) and the filing and declaration of effectiveness of the registration statement on Form S-4 (the "S-4") in which the Joint Proxy Statement/Prospectus will be included as a prospectus and any filings or approvals under applicable state securities laws, (ii) the approval of this Agreement by the requisite vote of the stockholders of Edify, (iiiiv) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL, (ivv) such consentsthe adoption of this Agreement by the Required SIB Vote and by the Required ICBC Vote (as hereinafter defined), approvals(vi) the consents and approvals set forth in Section 4.4 of the SIB Disclosure Schedule, orders, authorizations, registrations, declarations and (vii) any notices or filings as may be required under applicable federal, foreign and state securities (or related) laws and, if applicable, the Hart-XxxxxScott-Xxxxxx Xxxitrust Rodino Antitrust Improvements Act of 1976, as amended (the "HSR ActXXX Xxx") xxx (xiii) the consents and approvals of third parties which are not Governmental Entities (as hereinafter defined), the failure of which to be obtained will not have and would not be reasonably expected to have, individually or in the securities aggregate, a Material Adverse Effect on SIB or antitrust laws of any foreign country, and (v) such filings, authorizations or approvals as may be set forth in Section 3.4 of the Edify Disclosure ScheduleICBC, no consents or approvals of of, or filings or registrations with with, any court, administrative agency or commission or other governmental authority or instrumentality or self-regulatory organization (each each, a "Governmental Entity"), ) or with any other third party are necessary in connection with (1A) the execution and delivery by Edify SIB of this Agreement and the Option Agreement, (2B) the consummation by Edify SIB of the Merger and the other transactions contemplated hereby, and (3) the consummation by Edify of the Option Agreement and the transactions contemplated thereby, except, in each case, for such consents, approvals or filings, the failure of which to obtain will not have (x) a material adverse effect on the ability of S1 to consummate the transactions contemplated hereby or (y) a Material Adverse Effect on Edify, S1 or the Surviving Corporation following the Effective Time.

Consents and Approvals. (a) Except for (i) the effectiveness filing with the Securities and Exchange Commission (the “SEC”) of a registration statement on Form S-4 Proxy Statement in definitive form relating to register the shares of S1 Common Stock to be issued in connection with the Merger (including the shares of S1 Common Stock that may be issued upon the exercise meeting of the options referred to in Section 1.6 hereof), and the filing of the joint proxy statement/prospectus to be used in soliciting the approval of Edify's and S1's Company’s stockholders at a special meeting to be held in connection with this Agreement and the transactions contemplated hereby by this Agreement (the "“Proxy Statement/Prospectus")”) and of a registration statement on Form N-14 (the “Form N-14”) in which the Proxy Statement will be included as a prospectus, and declaration of effectiveness of the Form N-14, (ii) the approval of this Agreement by the requisite vote of the stockholders of Edify, (iii) the filing of the Certificate of Merger with the Delaware Secretary of State of the State of Delaware pursuant to the DGCLDGCL and the filing of the Articles of Merger with MDAT, (iii) any notices, consents, authorizations, approvals, filings or exemptions in connection with compliance with the rules and regulations of any applicable industry self-regulatory organization (“SRO”), and the rules of The NASDAQ Stock Market, (iv) such consents, approvals, orders, authorizations, registrations, declarations and any notices or filings as may be required under applicable federal, foreign and state securities (or related) laws and, if applicable, the HartHarx-Xxxxx-Xxxxxx Xxxitrust Xxtitrust Improvements Act of 1976, as amended (the "“HSR Act"”), (v) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of Buyer Common Stock pursuant to this Agreement, and (vi) compliance with the Investment Company Act of 1940, as amended (the “1940 Act”), and the securities or antitrust laws of any foreign country, rules and (v) such filings, authorizations or approvals as may be set forth in Section 3.4 of the Edify Disclosure Scheduleregulations promulgated thereunder, no consents or approvals of or filings or registrations with any federal, state or local government or any court, administrative or regulatory agency or commission or other governmental authority or instrumentality agency, domestic or foreign (each a "“Governmental Entity")”) and approval of or non-objection to such applications, or with any third party filings and notices (the “Other Regulatory Approvals”) are necessary in connection with (1) the execution and delivery by Edify the Company of this Agreement and the Option Agreement, (2) or the consummation by Edify the Company of the Merger and the other transactions contemplated hereby, and (3) the consummation by Edify of the Option Agreement and the transactions contemplated thereby, except, in each case, for such consents, approvals or filings, the failure of which to obtain will not have (x) a material adverse effect on the ability of S1 to consummate the transactions contemplated hereby or (y) a Material Adverse Effect on Edify, S1 or the Surviving Corporation following the Effective Timethis Agreement.