Common use of Consents and Approvals Clause in Contracts

Consents and Approvals. Except for (a) the filing of applications and notices, as applicable, with the 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 with the SEC of the S-4 (including the Joint Proxy Statement/prospectus) with the SEC and the declaration by the SEC of effectiveness of the S-4, (f) the approval of the Parent Shareholder Matters by the requisite vote of the shareholders of Parent, (g) the filing of the Certificates of Merger with the Secretary of State of the State of New York pursuant to the NYBCL and the Department of the Treasury of the State of New Jersey pursuant to the NJBCA, (h) 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, and (j) such other filings, authorizations or approvals as may be set forth in Section 4.04 of the Parent Disclosure Schedule, no consents or approvals of or filings or registrations with any Governmental Entity in connection with (1) the execution and delivery by Parent of this Agreement, (2) the consummation by Parent of the Merger and the other transactions contemplated hereby, (3) the execution and delivery by Parent’s Bank of the Bank Merger Agreement and (4) the consummation by Parent’s Bank of the Bank Merger and the other transactions contemplated thereby.

Consents and Approvals. Except for (ai) the filing of applications and notices, as applicable, with the FRB Federal Reserve Board under the BHC Act and approval of such applications and notices, (bii) the filing of applications any required applications, filings or notices with any Governmental Entity and notices, as applicable, with the FDIC and approval Other Regulatory Approvals listed in Section 6.4 of such applications and noticesthe Parent Disclosure Schedule, (c) the filing of applications and notices, as applicable, with the New Jersey Department and approval of such applications and notices, (diii) the filing with the SEC of the S-4 (including the Joint Proxy Statement/prospectus) with the SEC Statement and the filing and declaration by the SEC of effectiveness of the S-4F-4, (f) the approval of the Parent Shareholder Matters by the requisite vote of the shareholders of Parent, (giv) the filing of the Certificates Certificate of Merger with the Secretary of State of the State of New York Delaware pursuant to the NYBCL DGCL and the Department filing of articles of merger and articles of share exchange and other appropriate merger and share exchange documents required by the laws of the Treasury commonwealth of Virginia and the State state of New Jersey pursuant Texas, (v) any notices to or filings with the SBA, (vi) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the NJBCAregulation of broker-dealers, investment companies, investment advisers or transfer agents and federal commodities laws relating to the regulation of futures commission merchants, commodity trading advisers, commodity pool operators or introducing brokers and the rules and regulations thereunder and of any securities or futures exchange or other SRO, or that are required under consumer finance, mortgage banking and other similar laws, (hvii) approval of the listing of the Parent Common Stock to be issued in the Merger on the NASDAQ Global Select MarketShareholder Approval, (iviii) any notices or filings under the HSR Act or applicable foreign antitrust, competition or similar laws, (ix) such filings and approvals as shall be are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with any applicable state securities bureaus or commissions, and (j) such other filings, authorizations or approvals as may be set forth in Section 4.04 the issuance of the Parent Disclosure ScheduleOrdinary Shares pursuant to this Agreement and approval of listing of such Parent Ordinary Shares and Parent ADSs on the NYSE, (x) the registration with and verification by the National Securities Exchange Commission of Spain (the “NSEC”) of a prospectus (folleto) relating to the Share Exchange (the “Prospectus”), (xi) the filing of the Deed of execution of the Capital Increase against contribution in kind, the filing of the necessary auditors’ report and the filing of the necessary report of the expert designated by the Commercial Registry relating to the fair value of the assets acquired by Parent in the Transaction and (xii) required approvals of the Bank of Spain and the Spanish Direccion General de Seguros, no consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with (1) the consummation by Parent of the Transaction and the other transactions contemplated by this Agreement. No consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with the execution and delivery by Parent of this Agreement, (2) the consummation by Parent of the Merger and the other transactions contemplated hereby, (3) the execution and delivery by Parent’s Bank of the Bank Merger Agreement and (4) the consummation by Parent’s Bank of the Bank Merger and the other transactions contemplated thereby.

Consents and Approvals. Except for (a) the filing of applications applications, filings and notices, as applicable, with the FRB Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) under the BHC Act and the Home Owners’ Loan Act and approval of such applications applications, filings and notices, (b) the filing of applications applications, filings and notices, as applicable, with the FDIC OCC in connection with the Bank Merger, under the Bank Merger Act, and approval of such applications applications, filings and notices, (c) the filing of applications and any required applications, filings or notices, as applicable, with the New Jersey Department Financial Industry Regulatory Authority (“FINRA”) and the approval of such applications applications, filings and notices, (d) the filing with the SEC of a proxy statement in definitive form relating to the S-4 meeting of Charter’s stockholders to be held in connection with this Agreement and the transactions contemplated hereby (including any amendments or supplements thereto, the Joint “Proxy Statement/-Prospectus”), and of the Registration Statement in which the Proxy Statement-Prospectus will be included as a prospectus) , to be filed with the SEC by CenterState in connection with the transactions contemplated by this Agreement and the declaration by the SEC of effectiveness of the S-4Registration Statement, (f) the approval of the Parent Shareholder Matters by the requisite vote of the shareholders of Parent, (ge) the filing of the Certificates Certificates/Articles of Merger with the Florida Secretary of State of the State of New York pursuant to the NYBCL FBCA and the Maryland State Department of the Treasury of the State of New Jersey Assessments and Taxation pursuant to the NJBCAMGCL to the extent required, and (h) approval of the listing of the Parent Common Stock to be issued in the Merger on the NASDAQ Global Select Market, (if) such filings and approvals as shall be are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with any applicable state securities bureaus or commissions, and (j) such other filings, authorizations or approvals as may be set forth in Section 4.04 the issuance of the Parent Disclosure Scheduleshares of CenterState Common Stock pursuant to this Agreement (the “Regulatory Approvals”), no consents or approvals of or filings or registrations with any Governmental Entity Authority are necessary in connection with (1i) the execution and delivery by Parent Charter of this Agreement, Agreement or (2ii) the consummation by Parent Charter of the Merger and the other transactions contemplated hereby, hereby (3) including the execution and delivery consummation by Parent’s Bank CharterBank of the Bank Merger Agreement and (4) the consummation by Parent’s Bank Merger). As of the date hereof, Charter 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 Bank Merger and the other transactions contemplated therebyon a timely basis.

Consents and Approvals. (a) Except for (a) the filing of applications and notices, as applicable, with the FRB 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 OCC, and approval of such applications and notices, (d) the filing of applications and notices, as applicable, with the SEC New Jersey Department and approval of such applications and notices, (e) the filing with the Securities and Exchange Commission (the “SEC”) of a joint proxy statement in definitive form relating to the meetings of the S-4 Company's shareholders and Parent’s shareholders to be held in connection with this Agreement and the transactions contemplated hereby (including the Joint “Proxy Statement/prospectus”) and the filing with the SEC and the declaration of effectiveness by the SEC of effectiveness 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, (f) the approval of the Parent Company Shareholder Matters by the requisite vote of the shareholders of Parentthe Company, (g) the filing of the Certificates of Merger with the Secretary of State of the State of New York pursuant to the NYBCL and the Department of the Treasury of the State of New Jersey pursuant to the NJBCA, (h) 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, and (j) such other filings, authorizations or approvals as may be set forth in Section 4.04 3.04 of the Parent 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 Entity”) in connection with (1) the execution and delivery by Parent the Company of this Agreement, (2) the consummation by Parent the Company of the Merger and the other transactions contemplated hereby, (3) the execution and delivery by Parentthe Company’s Bank of the Bank Merger Agreement and (4) the consummation by Parentthe Company’s Bank of the Bank Merger and the other transactions contemplated thereby.

Consents and Approvals. Except for (a) the No consent, waiver, authorization or approval of any Governmental Entity, and no declaration or notice to or filing of applications and noticesor registration with any Governmental Entity, as applicable, is necessary or required in connection with the FRB execution and approval delivery 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 with the SEC of the S-4 (including the Joint Proxy Statement/prospectus) with the SEC and the declaration this Agreement by the SEC of effectiveness of Company or the S-4, (f) the approval of the Parent Shareholder Matters performance by the requisite vote Company or its Subsidiaries of the shareholders of Parenttheir obligations hereunder, except for: (gi) the filing of the Certificates Certificate of Merger with the Secretary of State in accordance with the DGCL; (ii) the filing of the Subsequent Certificate of Merger with the Secretary of State in accordance with the DGCL and the DLLCA; (iii) the filing of New York a Notification and Report Form under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”); (iv) the filing of applications or notices regarding the transaction that is the subject of this Agreement (including the financing thereof) jointly by the parties with the FCC and State Regulators for, in the case of applications, approval of the transfer of control of the Company, and receipt of such approvals; (v) if applicable, notification to and clearance by CFIUS under Section 721 of the United States Defense Production Act of 1950, as amended (codified at 50 U.S.C. § 4565), and the regulations promulgated thereunder (31 C.F.R. Part 800) (“Section 721”); (vi) the filing of a notice by the Company with the U.S. Departments of Defense, Homeland Security, and Justice (the “Team Telecom Agencies”) pursuant to the NYBCL terms of the September 26, 2011, network security agreement by and between the Company and the Department Team Telecom Agencies (the “2011 NSA”) regarding a planned change in control of the Treasury Company and amendment or termination of the State 2011 NSA or negotiation of New Jersey pursuant a new mitigation instrument with the Team Telecom Agencies; (vii) the filing of an updated certificate pertaining to foreign interests by the NJBCACompany with the Defense Security Service (“DSS”) regarding a planned change in foreign ownership, control, and influence (h“FOCI”) approval of Parent; (viii) applicable requirements of the listing Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”) and of the Parent Common Stock to be issued in Securities Exchange Act of 1934, as amended, and the Merger on rules and regulations promulgated thereunder (the NASDAQ Global Select Market, “Exchange Act”); (iix) such filings as shall be required to be made with any applicable state securities bureaus or commissionsconsents, and (j) such other filingswaivers, authorizations or approvals as may be of any Governmental Entity set forth in Section 4.04 on Schedule 3.4 of the Parent Company Disclosure Schedule; and (x) such other consents, no consents or approvals of or waivers, authorizations, approvals, declarations, notices, filings or registrations with any Governmental Entity in connection with (1) as will be obtained or made prior to the execution and delivery Closing or which, if not obtained or made, would not have a Company Material Adverse Effect or prevent or materially delay the consummation of the transactions contemplated by Parent of this Agreement, (2) the consummation by Parent of the Merger and the other transactions contemplated hereby, (3) the execution and delivery by Parent’s Bank of the Bank Merger Agreement and (4) the consummation by Parent’s Bank of the Bank Merger and the other transactions contemplated thereby.

Consents and Approvals. Except for (ai) the filing of applications and notices, as applicable, with the FRB Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) under the BHC Act and approval of such applications and notices, (bii) the filing of applications and noticesany required applications, as applicablefilings or notices with any foreign, with the FDIC federal or state banking, insurance or other regulatory authorities and approval of such applications applications, filings and noticesnotices listed in Section 5.4 of the Company Disclosure Schedule (the “Other Regulatory Approvals”), (c) the filing of applications and notices, as applicable, with the New Jersey Department and approval of such applications and notices, (diii) the filing with the SEC Securities and Exchange Commission (the “SEC”) of the S-4 proxy statement (including the Joint “Proxy Statement/prospectus”) in definitive form relating to the special meeting of the Company’s stockholders to be held in connection with the SEC this Agreement and the Transaction and the other transactions contemplated hereby and the filing and declaration by the SEC of effectiveness of the S-4, registration statement of Parent on Form F-4 (fthe “F-4”) in which the approval of the Parent Shareholder Matters by the requisite vote of the shareholders Proxy Statement will be included as a prospectus of Parent, (giv) the filing of the Certificates Certificate of Merger with the Secretary of State of the State of New York Delaware pursuant to the NYBCL DGCL and the Department filing of articles of merger and articles of share exchange and other appropriate merger and share exchange documents required by the laws of the Treasury Commonwealth of Virginia and the state of Texas, (v) any notices to or filings with the Small Business Administration (the “SBA”), (vi) any consents, 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, investment companies, investment advisers or transfer agents and federal commodities laws relating to the regulation of futures commission merchants, commodity trading advisers, commodity pool operators or introducing brokers and the rules and regulations thereunder and of any securities or futures exchange or other applicable industry self-regulatory organization (“SRO”) or the rules of the State of New Jersey pursuant to the NJBCANASD, or that are required under consumer finance, mortgage banking and other similar laws, (hvii) approval of the listing of the Parent Common Stock to be issued in the Merger on the NASDAQ Global Select MarketCompany Stockholder Approval, (iviii) any notices or filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) or applicable foreign antitrust, competition or similar laws, and (ix) such filings and approvals as shall be are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with any applicable state securities bureaus or commissions, and (j) such other filings, authorizations or approvals as may be set forth in Section 4.04 the issuance of the Parent Disclosure ScheduleOrdinary Shares and Parent ADSs pursuant to this Agreement and approval of listing of such Parent Ordinary Shares and Parent ADSs on the New York Stock Exchange (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 Entity”) are necessary in connection with (1) the consummation by the Company of the Transaction and the other transactions contemplated by this Agreement. No consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with the execution and delivery by Parent the Company of this Agreement, (2) the consummation by Parent of the Merger and the other transactions contemplated hereby, (3) the execution and delivery by Parent’s Bank of the Bank Merger Agreement and (4) the consummation by Parent’s Bank of the Bank Merger and the other transactions contemplated thereby.

Consents and Approvals. Except for (a) the filing of applications any required applications, filings and notices, as applicable, with the FRB Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) under the BHC Act and approval of such applications applications, filings and notices, (b) the filing of applications any required applications, filings and notices, as applicable, with the FDIC and the Texas Department of Banking in connection with the Bank Merger and approval of such applications applications, filings and notices, (c) the filing of applications any required applications, filings or notices with any state banking authorities listed on Section 3.4 of the TCBI Disclosure Schedule or Section 4.4 of the IBTX Disclosure Schedule and approval of such applications, filings and notices, (d) the filing of any required applications, filings and notices, as applicable, with the New Jersey Department and approval of such applications and noticesNASDAQ, (de) the filing by TCBI with the 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 the registration statement on Form S-4 in which the Joint Proxy Statement will be included as a prospectus, to be filed with the SEC of the S-4 (including the Joint Proxy Statement/prospectus) by IBTX in connection with the SEC transactions contemplated by this Agreement (the “S-4”) and the declaration by the SEC of effectiveness of the S-4, (f) the approval of the Parent Shareholder Matters by the requisite vote of the shareholders of Parent, (g) the filing of the Certificates of Merger with the Texas Secretary of State of the State of New York pursuant to the NYBCL TBOC and the Department of the Treasury of the State of New Jersey Delaware Secretary pursuant to the NJBCADGCL, as applicable, the filing of the Bank Merger Certificates with the applicable Governmental Entities as required by applicable law, and the filing of the Statement of Designations for the New IBTX Preferred Stock with the Texas Secretary and (hg) 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 IBTX Common Stock and New IBTX Preferred Stock pursuant to this Agreement and the approval of the listing of the Parent such IBTX Common Stock to be issued in the Merger and New IBTX Preferred Stock on the NASDAQ Global Select Market, (i) such filings as shall be required to be made with any applicable state securities bureaus or commissions, and (j) such other filings, authorizations or approvals as may be set forth in Section 4.04 of the Parent Disclosure ScheduleNASDAQ, no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental or regulatory authority or instrumentality or SRO (each a “Governmental Entity Entity”) are necessary in connection with (1i) the execution and delivery by Parent TCBI of this Agreement, Agreement or (2ii) the consummation by Parent TCBI of the Merger and the other transactions contemplated hereby, hereby (3) including the execution Bank Merger). TCBI is not aware of any reason why the necessary regulatory approvals and delivery consents will not be received by Parent’s Bank TCBI to permit consummation of the Merger and Bank Merger Agreement and (4) the consummation by Parent’s Bank of the Bank Merger and the other transactions contemplated therebyon a timely basis.

Consents and Approvals. Except for (a) the filing of applications any required applications, filings and notices, as applicable, with NASDAQ, (b) the filing of any required applications, filings and notices, as applicable, with the FRB Federal Reserve Board under the BHC Act and approval of such applications and noticesapplications, (b) the filing of applications and notices, as applicable, with the FDIC and approval of such applications filings and notices, (c) the filing of applications any required applications, filings and notices, as applicable, with the New Jersey Department FDIC, and approval of such applications applications, filings and notices, (d) the filing of any required applications, filings and notices, as applicable, with the SCBFI and the OCC in connection with the Bank Merger, and approval of such applications, filings and notices, (e) the filing of any required applications, filings or notices with any state banking or insurance regulatory authorities listed on Section 3.4 of the CenterState Disclosure Schedule or Section 4.4 of the South State Disclosure Schedule and approval of such applications, filings and notices, (f) the filing with the SEC of the Joint Proxy Statement and the S-4 (including in which the Joint Proxy Statement/Statement will be included as a prospectus) with the SEC , and the declaration by the SEC of effectiveness of the S-4, (f) the approval of the Parent Shareholder Matters by the requisite vote of the shareholders of Parent, (g) the filing of the Certificates Articles of Merger with the South Carolina Secretary of State of the State of New York pursuant to the NYBCL SCBCA and the Department of the Treasury of the State of New Jersey Florida Secretary pursuant to the NJBCAFBCA, as applicable, and the filing of the Bank Merger Certificates with the applicable Governmental Entities as required by applicable law, (h) the filing of any applications, filings or notices under the HSR Act, and (i) 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 South State Common Stock pursuant to this Agreement and the approval of the listing of the Parent such South State 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, and (j) such other filings, authorizations or approvals as may be set forth in Section 4.04 of the Parent Disclosure ScheduleNASDAQ, no consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with (1x) the execution and delivery by Parent South State of this Agreement, Agreement or (2y) the consummation by Parent South State of the Merger and the other transactions contemplated hereby, hereby (3) including the execution and delivery by Parent’s Bank Merger). As of the date hereof, South State is not aware of any reason why the necessary regulatory approvals and consents will not be received by South State to permit consummation of the Merger and Bank Merger Agreement and (4) the consummation by Parent’s Bank of the Bank Merger and the other transactions contemplated therebyon a timely basis.

Consents and Approvals. Except for (ai) the filing of applications and notices, as applicable, with the FRB Board of Governors of the Federal Reserve System (the "Federal Reserve Board") under the BHC Act and approval of such applications and notices, (bii) the filing of any required applications and notices, as applicable, or notices with the FDIC any state or foreign agencies and approval of such applications and noticesnotices (the "State Approvals"), (c) the filing of applications and notices, as applicable, with the New Jersey Department and approval of such applications and notices, (diii) the filing with the SEC Securities and Exchange Commission (the "SEC") of a joint proxy statement in definitive form relating to the meetings of BANC ONE's shareholders and FCN's stockholders to be held in connection with this Agreement and the transactions contemplated hereby (the "Joint Proxy Statement") and the registration statement on Form S-4 (including the "S-4") in which the Joint Proxy Statement/Statement will be included as a prospectus, (iv) the filing of the Certificate of Merger with the SEC Delaware Secretary pursuant to the DGCL, and certificate of merger with the Ohio Secretary pursuant to the OGCL and a certificate of merger with the Delaware Secretary pursuant to the DGCL in respect of the First Step Merger, (v) any notices to or filings with the Small Business Administration ("SBA"), (vi) any consents, 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 declaration by rules and regulations thereunder and of any applicable industry self-regulatory organization ("SRO"), and the SEC of effectiveness rules of the S-4NYSE, or which are required under consumer finance, mortgage banking and other similar laws, (fvii) 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 Newco Common Stock pursuant to this Agreement and (viii) the approval of the Parent Shareholder Matters this Agreement by the requisite vote of the shareholders stockholders of Parent, (g) the filing of the Certificates of Merger with the Secretary of State of the State of New York pursuant to the NYBCL BANC ONE and the Department of the Treasury of the State of New Jersey pursuant to the NJBCA, (h) 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, and (j) such other filings, authorizations or approvals as may be set forth in Section 4.04 of the Parent Disclosure ScheduleFCN, 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 Entity") or with any third party are necessary in connection with (1A) the execution and delivery by Parent FCN of this Agreement, Agreement and (2B) the consummation by Parent FCN of the Second Step Merger and the other transactions contemplated hereby, (3) the execution and delivery by Parent’s Bank of the Bank Merger Agreement and (4) the consummation by Parent’s Bank of the Bank Merger and the other transactions contemplated thereby.

Consents and Approvals. Except for (a) the filing of applications and notices, as applicable, with the FRB Federal Reserve Board under the BHC Act and approval of such applications and notices, (b) the filing of any required applications and notices, as applicable, or notices with the FDIC any state or foreign agencies and approval of such applications and noticesnotices (the "State Approvals"), (c) the filing of applications and notices, as applicable, with the New Jersey Department and approval of such applications and notices, (d) the filing with the SEC of a joint proxy statement in definitive form relating to the meetings of the Company's and Parent's shareholders (the "Company Meeting" and "Parent Meeting," respectively) to be held in connection with this Plan and the transactions contemplated hereby (the "Joint Proxy Statement") and the registration statement on Form S-4 (including the "S-4") in which the Joint Proxy Statement/Statement will be included as a prospectus, (d) the filing of the Certificate of Merger with the SEC Michigan Department of Consumer and Industry Services, Corporation, Securities and Land Development Bureau pursuant to the MBCA and the declaration by Wisconsin Department of Financial Institutions pursuant to the SEC WBCL, (e) such filings and approvals as are required to be made or obtained under the securities or "Blue Sky" laws of effectiveness various states in connection with the issuance of the S-4shares of Parent Common Stock pursuant to this Plan, and (f) the approval of the Parent Shareholder Matters this Plan by the requisite vote of the shareholders of Parent, (g) the filing of the Certificates of Merger with the Secretary of State of the State of New York pursuant to the NYBCL and the Department of the Treasury of the State of New Jersey pursuant to the NJBCA, (h) 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, and (j) such other filings, authorizations or approvals as may be set forth in Section 4.04 of the Parent Disclosure ScheduleCompany, 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 Entity") or with any third party are necessary in connection with (1i) the execution and delivery by Parent the Company of this Agreement, Plan and (2ii) the consummation by Parent the Company of the Merger and the other transactions contemplated hereby, (3) the execution and delivery by Parent’s Bank of the Bank Merger Agreement and (4) the consummation by Parent’s Bank of the Bank Merger and the other transactions contemplated thereby.

Consents and Approvals. Except for (a) the filing of applications any required applications, filings and notices, as applicable, with the FRB and approval of such applications and noticesNASDAQ Stock Market, LLC, (b) the filing of applications any required applications, filings and notices, as applicable, with the FDIC Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) under the BHC Act and approval of such applications applications, filings and notices, (c) the filing of applications any required applications, filings and notices, as applicable, with the New Jersey Department Federal Reserve Board under the Bank Merger Act, and approval of such applications applications, filings and notices, (d) the filing of any required applications, filings and notices, as applicable, with the California Department of Financial Protection and Innovation and the Massachusetts Commissioner of Banks, and approval of such applications, filings and notices, including the making of any arrangements with the Massachusetts Housing Partnership Fund necessary to obtain approval of the Massachusetts Commissioner of Banks, (e) those additional applications, filings and notices, if any, listed on Section 3.4 of the Boston Private Disclosure Schedule or Section 4.4 of the SVB Financial Disclosure Schedule and approval of such applications, filings and notices, (f) the filing with the Securities and Exchange Commission (the “SEC”) of a proxy statement in definitive form relating to the meeting of Boston Private’s shareholders to be held in connection with this Agreement and the transactions contemplated hereby (including any amendments or supplements thereto, the “Proxy Statement”), and the registration statement on Form S-4 in which the Proxy Statement will be included as a prospectus, to be filed with the SEC of the S-4 (including the Joint Proxy Statement/prospectus) by SVB Financial in connection with the SEC transactions contemplated by this Agreement (the “S-4”) and the declaration by the SEC of the effectiveness of the S-4, (f) the approval of the Parent Shareholder Matters by the requisite vote of the shareholders of Parent, (g) the filing of the Certificates proxy solicitation and other advisory client materials for any Public Funds with the SEC, as contemplated by Section 6.18, (h) the filing of the Certificate of Merger with the Delaware Secretary of State of the State of New York pursuant to the NYBCL and DGCL, the Department filing of the Treasury Articles of Merger with the State of New Jersey Massachusetts Secretary pursuant to the NJBCAMBCA and the filing of the Bank Merger Certificates with the applicable Governmental Entities as required by applicable law, and (hi) 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 SVB Financial Common Stock pursuant to this Agreement and the approval of the listing of the Parent such SVB Financial 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, and (j) such other filings, authorizations or approvals as may be set forth in Section 4.04 of the Parent Disclosure ScheduleNASDAQ, no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental or regulatory authority or instrumentality or SRO (each a “Governmental Entity Entity”) are necessary in connection with (1A) the execution and delivery by Parent Boston Private of this Agreement, Agreement or (2B) the consummation by Parent Boston Private of the Merger and the other transactions contemplated herebyhereby (including the Bank Merger). As of the date hereof, (3) Boston Private has no knowledge of any reason why the execution necessary regulatory approvals and delivery consents will not be received by Parent’s Bank Boston Private to permit consummation of the Merger and the Bank Merger Agreement and (4) the consummation by Parent’s Bank of the Bank Merger and the other transactions contemplated therebyon a timely basis.

Consents and Approvals. Except for (a) the filing of applications any required applications, filings and notices, as applicable, with NASDAQ, (b) the filing of any required applications, filings and notices, as applicable, with the FRB Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) under the BHC Act and approval of such applications and noticesapplications, (b) the filing of applications and notices, as applicable, with the FDIC and approval of such applications filings and notices, (c) the filing of applications any required applications, filings and notices, as applicable, with the New Jersey Department FDIC, and approval of such applications applications, filings and notices, (d) the filing of any required applications, filings and notices, as applicable, with the South Carolina Board of Financial Institutions (the “SCBFI”) and the Office of the Comptroller of the Currency (the “OCC”) in connection with the Bank Merger, and approval of such applications, filings and notices, (e) the filing of any required applications, filings or notices with any state banking or insurance regulatory authorities listed on Section 3.4 of the CenterState Disclosure Schedule or Section 4.4 of the South State Disclosure Schedule and approval of such applications, filings and notices, (f) the filing by CenterState with the 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 the registration statement on Form S-4 in which the Joint Proxy Statement will be included as a prospectus, to be filed with the SEC of the S-4 (including the Joint Proxy Statement/prospectus) by South State in connection with the SEC transactions contemplated by this Agreement (the “S-4”), and the declaration by the SEC of effectiveness of the S-4, (f) the approval of the Parent Shareholder Matters by the requisite vote of the shareholders of Parent, (g) the filing of the Certificates Articles of Merger with the South Carolina Secretary of State of the State of New York pursuant to the NYBCL SCBCA and the Department of the Treasury of the State of New Jersey Florida Secretary pursuant to the NJBCAFBCA, as applicable, and the filing of the Bank Merger Certificates with the applicable Governmental Entities as required by applicable law, (h) the filing of any applications, filings or notices under the Hxxx Sxxxx Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), and (i) 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 South State Common Stock pursuant to this Agreement and the approval of the listing of the Parent such South State 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, and (j) such other filings, authorizations or approvals as may be set forth in Section 4.04 of the Parent Disclosure ScheduleNASDAQ, no consents or approvals of or filings or registrations with any court, administrative agency or commission, Regulatory Agency or other governmental or regulatory authority or instrumentality (each, a “Governmental Entity Entity”) are necessary in connection with (1x) the execution and delivery by Parent CenterState of this Agreement, Agreement or (2y) the consummation by Parent CenterState of the Merger and the other transactions contemplated hereby, hereby (3) including the execution and delivery by Parent’s Bank Merger). As of the date hereof, CenterState is not aware of any reason why the necessary regulatory approvals and consents will not be received by CenterState to permit consummation of the Merger and Bank Merger Agreement and (4) the consummation by Parent’s Bank of the Bank Merger and the other transactions contemplated therebyon a timely basis.

Consents and Approvals. Except for (a) the filing of applications and notices, as applicable, with the FRB Federal Reserve Board under the BHC Act, with the FDIC, with the MDOFR under Subtitle 7 of Title 3 and Subtitle 9 of Title 5 of the MCFI, and with the Office of the Comptroller of the Currency (the “OCC”) under the National Bank Act and Bank Merger Act, and approval of such applications and notices, (b) the filing of applications and notices, as applicable, with the FDIC Securities and approval Exchange Commission of such applications a proxy statement in definitive form relating to the meeting of HBI’s shareholders to be held in connection with this Agreement (the “Proxy Statement”) and noticesof a registration statement on Form S-4 (the “Registration Statement”) in which the Proxy Statement will be included as a prospectus, and the declaration of effectiveness of the Registration Statement, (c) the filing of applications and notices, as applicable, with the New Jersey Department and approval of such applications and notices, (d) the filing with the SEC of the S-4 (including the Joint Proxy Statement/prospectus) with the SEC and the declaration by the SEC of effectiveness of the S-4, (f) the approval of the Parent Shareholder Matters by the requisite vote of the shareholders of Parent, (g) the filing of the Certificates Maryland Articles of Merger with with, and its acceptance for record by, the Secretary of State of the State of New York Maryland pursuant to the NYBCL and MGCL, the Department filing of the Treasury Pennsylvania Articles of Merger with, and its acceptance for record by, the Secretary of State of the State Commonwealth of New Jersey Pennsylvania pursuant to the NJBCAETL, and the filing of the Bank Merger Certificates and (hd) 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 FNB Common Stock pursuant to this Agreement and approval of the listing on the NYSE of the Parent such shares of FNB Common Stock to be issued issuable 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, and (j) such other filings, authorizations or approvals as may be set forth in Section 4.04 of the Parent Disclosure ScheduleMerger, no consents or approvals of of, or filings or registrations with any court, administrative agency or commission or other governmental authority or instrumentality of any federal, state, local or foreign government (each, a “Governmental Entity Entity”) or any industry self-regulatory organization, including the Financial Industry Regulatory Authority, Inc. (“SRO”), are necessary in connection with (1i) the execution and delivery by Parent HBI of this Agreement, Agreement and (2ii) the consummation by Parent HBI of the Merger and the other transactions contemplated herebythis Agreement contemplates. No event has occurred, (3) nor has any circumstance arisen, that, to the execution and delivery by Parent’s Bank knowledge of HBI, would reasonably be likely, either individually or together with any other event or circumstance, to impair the ability to obtain or materially delay the receipt of the Bank Merger Agreement and (4) Requisite Regulatory Approvals on a timely basis or result in the consummation by Parent’s Bank imposition of the Bank Merger and the other transactions contemplated therebya Materially Burdensome Regulatory Condition.

Consents and Approvals. Except for (ai) the filing filings of applications and noticesnotices with, as applicablereceipt of approvals or no objections from, and the expiration of related waiting periods required by, federal and state banking authorities, including filings and notices with the FRB FRB, the FDIC, the Massachusetts Department, the Connecticut Banking Department, and approval of such applications and noticesthe Rhode Island Division, (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, (dii) the filing with the SEC of the S-4 (including the Joint a Proxy Statement/prospectus) -Prospectus in definitive form relating to the meeting of the Company’s stockholders to be held in connection with the SEC this Agreement and the transactions contemplated hereby and of the Registration Statement in which such Proxy Statement-Prospectus will be included as a prospectus, and declaration by the SEC of effectiveness of the S-4Registration Statement, (f) the approval of the Parent Shareholder Matters by the requisite vote of the shareholders of Parent, (giii) the filing of the Certificates Delaware Certificate of Merger with the Delaware Secretary of State of the State of New York pursuant to the NYBCL and DGCL, the Department filing of the Treasury Maryland Articles of Merger with the Maryland State of New Jersey Department pursuant to the NJBCAMGCL, the filing of a certificate for the Bank Merger with the Massachusetts Department and the filing of a notice for the Bank Merger with the Connecticut Banking Department, (hiv) approval filing with the New York Stock Exchange of a notification of the listing of the Parent shares of Purchaser Common Stock to be issued in the Merger on the NASDAQ Global Select MarketMerger, and (iv) such filings and approvals as shall be are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with any applicable state securities bureaus or commissions, and (j) such other filings, authorizations or approvals as may be set forth in Section 4.04 the issuance of the Parent Disclosure Scheduleshares of Purchaser Common Stock pursuant to this Agreement, no consents or approvals of of, or filings or registrations with with, any Governmental Entity or any third party are required to be made or obtained in connection with (1) the execution and delivery by Parent Purchaser of this Agreement, (2) Agreement or the consummation by Parent Purchaser of the Merger and the other transactions contemplated herebyby this Agreement, (3) including the execution and delivery by Parent’s Bank Merger. As of the Bank Merger Agreement and (4) the consummation by Parent’s Bank date hereof, Purchaser has no Knowledge of any reason pertaining to Purchaser why any of the Bank Merger and approvals referred to in this Section 3.3(f) should not be obtained without the other transactions contemplated therebyimposition of any material condition or restriction described in Section 6.2(e).

Consents and Approvals. Except for (a) the filing of applications applications, filings and notices, as applicable, with NASDAQ, (b) the filing of applications, filings and notices, as applicable, with the FRB Federal Reserve Board and approval of such applications and noticesapplications, (b) the filing of applications and notices, as applicable, with the FDIC and approval of such applications filings and notices, (c) the filing of applications applications, filings and notices, as applicable, with the New Jersey Department Office of the Comptroller of the Currency (the “OCC”), and approval of such applications applications, filings and notices, (d) the filing of applications, filings and notices, as applicable, with the Department of Banking and Insurance of the State of New Jersey and where appropriate, with the Commissioner of the Department of Banking and Insurance of the State of New Jersey (collectively, the “NJ Department”) in connection with the Bank Merger, and approval of such applications, filings and notices, (e) the filing with the Securities and Exchange Commission (the “SEC”) of (i) any filings that are necessary under applicable requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including the filing of a joint proxy statement in definitive form relating to the meetings of the Company’s and Parent’s shareholders to be held in connection with this Agreement and the transactions contemplated hereby (including any amendments or supplements thereto, the “Joint Proxy Statement”), and (ii) the registration statement on Form S-4 in which the Joint Proxy Statement will be included as a prospectus, to be filed with the SEC of the S-4 (including the Joint Proxy Statement/prospectus) by Parent in connection with the SEC transactions contemplated by this Agreement (the “S-4”) and the declaration by the SEC of effectiveness of the S-4, (f) the approval filing of the Parent Shareholder Matters by Articles of Merger with the requisite vote of SDAT pursuant to the shareholders of ParentMGCL, (g) the filing of the Second-Step Merger Certificates of Merger with the Delaware Secretary of State and the SDAT in accordance with the DGCL and the MGCL, respectively, (i) the filing of the State of New York pursuant to the NYBCL Bank Merger Certificate and the Department of the Treasury of the State of New Jersey pursuant to the NJBCA, (h) 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 shares of Parent Common Stock pursuant to this Agreement and the approval of the listing of the such 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, and (j) such other filings, authorizations or approvals as may be set forth in Section 4.04 of the Parent Disclosure ScheduleNASDAQ, 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 Entity”) are necessary in connection with (1A) the execution and delivery by Parent the Company of this Agreement, Agreement or (2B) the consummation by Parent the Company of the Merger Integrated Mergers and the other transactions contemplated hereby, hereby (3) the execution and delivery by Parent’s Bank of including the Bank Merger Agreement and (4) the consummation by Parent’s Bank of the Bank Merger and the other transactions contemplated therebyMerger).

Consents and Approvals. Except for (a) the filing of applications and notices, as applicable, with the FRB Federal Reserve Board under the BHC Act and approval of such applications and notices, (b) the filing of applications with each of the Director of the Financial Institutions Division of the State of New Mexico, the Banking Board of the State of Colorado and notices, as applicable, with the FDIC Banking Commissioner of the State of Utah and approval of such applications and noticesapplications, (c) the filing of applications and notices, as applicable, with the New Jersey Department and approval of such applications and notices, (d) the filing with the SEC of the S-4 (including the Joint Proxy Statement/prospectus) with the SEC Registration Statement and the declaration by the SEC of effectiveness thereof, (d) filings under state securities and blue sky laws, (e) approval of the S-4listing of the Buyer Common Stock on The Nasdaq Stock Market, (f) the NASD approval of the Parent Shareholder Matters by the requisite vote of the shareholders of Parentunderwriting arrangements, (g) the filing of the Certificates Articles of Merger with the Secretary of State of the State of New York Colorado pursuant to the NYBCL CBCA, (h) the filing of this Agreement together with copies of the resolutions of Seller and Buyer approving this Agreement and a certificate of the appropriate officers of each of Merger Sub and the Department Bank that no shareholders of each such party voted against approval of this Agreement with the Treasury Director of Financial Institutions Division pursuant to the NMBA and the Public Regulation Commission of the State of New Jersey pursuant to the NJBCA, (h) approval of the listing of the Parent Common Stock to be issued in the Merger on the NASDAQ Global Select Market, Mexico and (i) such filings as shall be required to be made with any applicable state securities bureaus or commissions, and (j) such other filings, authorizations or approvals as may be set forth in Section 4.04 4.3 of the Parent Buyer Disclosure Schedule, no consents or approvals of or filings or registrations with any Governmental Entity or with any third party are necessary in connection with (1i) the execution and delivery by Parent Buyer and Merger Sub of this Agreement, Agreement and (2ii) the consummation by Parent Buyer and Merger Sub of the Merger and the other transactions contemplated hereby, (3) other than consents, approvals, filings or registrations which have been obtained or made or which, if not obtained or made, would not have, individually or in the execution and delivery by Parent’s Bank of the Bank Merger Agreement and (4) the consummation by Parent’s Bank of the Bank Merger and the other transactions contemplated therebyaggregate, a Material Adverse Effect on Buyer.

Consents and Approvals. Except for (a) the filing of applications and notices, as applicable, with the FRB Board of Governors of the Federal Reserve System (the "Federal Reserve Board"), the FDIC, the Federal Trade Commission (the "FTC") and the Department of Justice ("DoJ"), and approval of such applications and notices, (b) the filing of applications such applications, filings, authorizations, orders and notices, approvals as applicable, with the FDIC and approval of such applications and noticesmay be required under applicable state law, (c) the filing with, and declaration of applications effectiveness by, the United States Securities and noticesExchange Commission ("SEC") of a registration statement on Form S-4 (such registration statement and any post-effective amendment thereto relating to this transaction, as applicable, or any other registration statement on Form S-4 used in connection with the New Jersey Department Merger, the "S-4") in which will be included as a prospectus a definitive proxy statement relating to the meeting of shareholders of ASB Bancorp to be held in connection with this Agreement and approval of such applications and noticesthe transactions contemplated herein (the "Proxy Statement"), (d) the filing with the SEC of the S-4 (including the Joint Proxy Statement/prospectus) with the SEC and the declaration by the SEC of effectiveness of the S-4, (f) the approval of the Parent Shareholder Matters this Agreement by the requisite vote of the shareholders of ParentASB Bancorp, (ge) the filing of the Certificates Articles of Merger with with, as applicable, the Secretary of State of Mississippi Secretary, the State of New York pursuant to Arkansas Secretary, the NYBCL Mississippi Department and the Arkansas Department of the Treasury of the State of New Jersey pursuant to the NJBCA, and (hf) approval of the for listing of the Parent BancorpSouth 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, and (j) such other filings, authorizations or approvals as may be set forth in Section 4.04 of the Parent Disclosure ScheduleNYSE, 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 Entity") or with any third party are necessary in connection with (1i) the execution and delivery by Parent ASB Bancorp of this Agreement, Agreement and (2ii) the consummation by Parent ASB Bancorp and its Subsidiaries of the Merger and the other transactions contemplated hereby, (3) the execution and delivery by Parent’s Bank of the Bank Merger Agreement and (4) the consummation by Parent’s Bank of the Bank Merger and the other transactions contemplated thereby.

Consents and Approvals. Except for (a) the filing of applications and notices, as applicable, with the 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 with the SEC of the S-4 (including the Joint Proxy Statement/prospectus) with the SEC and the declaration by the SEC of effectiveness of the S-4, (fi) the approval of the Parent Shareholder Matters Merger and the Subsidiary Merger by the requisite vote Office of Thrift Supervision (the shareholders of Parent“OTS”), (gii) any notices required to be filed under the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), (iii) the filing of the Certificates of Merger any required applications, filings or notices with the Secretary of State banking, insurance or other regulatory authorities listed in Section 4.4(iii) of the State Providian Disclosure Schedule, and approval of New York pursuant to such applications, filings and notices (the NYBCL and the Department of the Treasury of the State of New Jersey pursuant to the NJBCA“Other Regulatory Approvals”), (hiv) the approval of the listing of the Parent Washington Mutual Common Stock to be issued in the Merger on the NASDAQ Global Select MarketNYSE, (iv) such filings as shall be required the filing with the Securities and Exchange Commission (the “SEC”) of a proxy statement in definitive form relating to the meeting of Providian’s stockholders to be made with held to vote on approval of this Agreement and the Merger (the “Proxy Statement/Prospectus”), 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 related filings or approvals under applicable state securities bureaus or commissionslaws, (vi) the filing of the Articles of Merger with the Washington Secretary pursuant to the WBCA and the Certificate of Merger with the Delaware Secretary pursuant to the DGCL, (vii) the adoption of the agreement of merger (within the meaning of Section 252 of the DGCL) contained in this Agreement by the requisite votes of the stockholders of Providian, and (jviii) such other filingsthe consents and approvals of third parties which are not Governmental Entities (as hereinafter defined), authorizations the failure of which to be obtained will not have and would not be reasonably expected to have, individually or approvals as may be set forth in Section 4.04 of the Parent Disclosure Scheduleaggregate, a Material Adverse Effect on Providian or Washington Mutual, no consents or approvals of of, or filings or registrations with, any court, administrative agency or commission or other governmental authority or instrumentality or self-regulatory organization (each a “Governmental Entity”) or with any Governmental Entity third party are necessary in connection with (1A) the execution and delivery by Parent Providian of this Agreement, Agreement and (2B) the consummation by Parent Providian of the Merger and the Subsidiary Merger and the other transactions contemplated hereby, (3) the execution and delivery by Parent’s Bank of the Bank Merger Agreement and (4) the consummation by Parent’s Bank of the Bank Merger and the other transactions contemplated thereby.

Consents and Approvals. Except for (ai) the filing of applications and notices, as applicable, with the FRB Board of Governors of the Federal 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, (bii) the filing of applications and noticesany required applications, as applicablefilings or notices with any other federal, with the FDIC state or foreign agencies or regulatory (including self-regulatory) authorities and approval or grant of such applications applications, filings and noticesnotices (the “Other Regulatory Approvals”), (c) the filing of applications and notices, as applicable, with the New Jersey Department and approval of such applications and notices, (diii) the filing with the SEC Securities and Exchange Commission (the “SEC”) of the S-4 (including the Joint a Proxy Statement/prospectusProspectus in definitive form (including any amendments or supplements thereto, the “Proxy Statement”) with relating to (a) the SEC approval of this Agreement and the declaration transactions contemplated hereby by the SEC 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 “Requisite FTC Approval”), and (b) the registration of 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 S-4Form S-4 by the SEC, (fiv) compliance with the approval applicable requirements of the Parent Shareholder Matters by Securities Exchange Act of 1934, as amended (the requisite vote “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 shareholders shares of ParentBancPlus Common Stock constituting a portion of the Share Exchange Consideration pursuant to this Agreement, and (gv) the filing of the Certificates Articles of Share Exchange and Articles of Merger with the Mississippi Secretary of State of the State of New York and Louisiana Secretary pursuant to the NYBCL MBCA and LBCA, and the Department filing of the Treasury of the State of New Jersey pursuant to the NJBCABank Merger Certificates, (h) 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 under applicable state securities bureaus or commissions, and (j) such other filings, authorizations or approvals as may be set forth in Section 4.04 of the Parent 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 Entity”) or Regulatory Agency are necessary by BancPlus or BankPlus in connection with (1A) the execution and delivery by Parent BancPlus and BankPlus of this Agreement, Agreement or (2B) the consummation by Parent BancPlus or any of its Subsidiaries, as applicable, of the Share Exchange, the Corporate Merger and the other transactions contemplated hereby, hereby (3) including the execution and delivery by Parent’s Bank Merger). As of the Bank Merger Agreement date hereof, BancPlus has no knowledge of any reason why the necessary regulatory approvals and (4) consents will not be received to permit consummation of the consummation by Parent’s Bank of Share Exchange, the Corporate Merger, the Bank Merger and the other transactions contemplated therebyherein 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 (x) the execution and delivery by BancPlus and BankPlus of this Agreement or (y) the consummation by BancPlus or any of its Subsidiaries, as applicable, of the Share Exchange, the Corporate Merger, and the other transactions contemplated hereby (including the Bank Merger).”

Consents and Approvals. (a) Except for (ai) the filing of applications and notices, as applicable, as to the Merger with the FRB under the BHCA and with the Office of Thrift Supervision ("OTS") under the Home Owners' Loan Act of 1933 ("HOLA") and the Bank Merger Act, as to the Bank Merger with the OTS, (ii) the filing of applications and notices with the Banking Commissioner of the State of Connecticut (the "Connecticut Commissioner"), as well as any other applications and notices to state officials related to the Merger and the Bank Merger (the "State Banking Approvals"), (iii) the filing with the Connecticut Commissioner of an acquisition statement pursuant to Section 36a-184 of the Banking Law of the State of Connecticut prior to the acquisition of more than 10% of MECH Common Stock pursuant to the Option Agreement, if not exempt, (iv) the filing of any required applications or notices with the FDIC and OTS as to any subsidiary activities of MS Bank which becomes a service corporation or operating subsidiary of Xxxxxxx Bank 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, (dv) the filing with the SEC of a registration statement on Form S-4 to register the S-4 shares of Xxxxxxx Common Stock to be issued in connection with the Merger (including the Joint shares of Xxxxxxx Common Stock that may be issued upon the exercise of the options referred to in Section 1.5 hereof), which will include the proxy statement/prospectus to be used in soliciting the approval of MECH's shareholders at a meeting to be held in connection with this Agreement and the transactions contemplated hereby (the "Proxy Statement/prospectus) with the SEC and the declaration by the SEC of effectiveness of the S-4Prospectus"), (f) the approval of the Parent Shareholder Matters by the requisite vote of the shareholders of Parent, (gvi) the filing of the Certificates Certificate of Merger with the Secretary of State of the State of New York Connecticut pursuant to the NYBCL and Connecticut Corporation Law; (vii) the Department filing of the Treasury Certificate of Merger with the Secretary of State of New Jersey Delaware pursuant to the NJBCADGCL, (hviii) approval the filing of the listing Bank Merger Agreement with the OTS and the Secretary of the Parent Common Stock to be issued in the Merger on the NASDAQ Global Select MarketState of Connecticut, (iix) such filings and approval as shall may be required to be made or obtained under the securities or "Blue Sky" laws of various states or with any applicable state securities bureaus Nasdaq (or commissionssuch other exchange as may be applicable), (x) the filing of the required application and notices to National Association of Securities Dealers, Inc. ("NASD") regarding the change of control of MIS and (jx) such other filings, authorizations or approvals as may be set forth in Section 4.04 3.4(a) of the Parent MECH 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 Entity"), or with any third party are necessary in connection with (1) the execution and delivery by Parent MECH of this Agreement and the Option Agreement, (2) the consummation by Parent MECH of the Merger and the other transactions contemplated hereby, (3) the execution and delivery by Parent’s MS Bank of the Bank Merger Agreement and Agreement, (4) the consummation by Parent’s MECH of the Option Agreement; and (5) the consummation by MS Bank of the 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 a material adverse effect on the ability of Xxxxxxx to consummate the transactions contemplated hereby.

Consents and Approvals. Except for (a) the filing of applications and notices, as applicable, with the FRB Board of Governors of the Federal Reserve System (the "Federal Reserve Board") under the BHC Act and approval of such applications and notices, (bb)(i) the filing of applications and notices, as applicable, compliance with the FDIC premerger notification filing requirements under Part IX of the Competition Act (Canada) and approval the expiration of such applications and noticesthe applicable waiting period in relation thereto or (ii) receipt of an ARC pursuant to section 102 of the Competition Act (Canada), (c) the filing of applications and notices, as applicable, with a notification under the New Jersey Department and approval of such applications and noticesInvestment Canada Act, (d) the filing with the SEC of the S-4 (including the Joint Proxy Statement/prospectus) with the SEC applications with, and the declaration by approval of such applications by, the SEC appropriate financial regulatory authorities in the provinces, states and countries in which CIT or any CIT Subsidiary conducts business, (e) receipt of effectiveness exemption orders from the provincial securities regulators from the registration and prospectus requirements with respect to the issuance of the S-4and first trade in CIT Common Stock, (f) the approval filing with the Court, the SEC, the OSC and other Canadian securities regulatory authorities of the Parent Shareholder Matters by Proxy Circular and the requisite vote filing and declaration of effectiveness of the shareholders of ParentRegistration Statement, (g) the filing approval of the Certificates of Merger with the Secretary of State of the State of New York pursuant to the NYBCL and the Department of the Treasury of the State of New Jersey pursuant to the NJBCACIT Shareholder Matters, (h) approval of the listing of the Parent CIT Common Stock to be issued in the Merger Arrangement, upon exchange of the Exchangeable Shares and upon exercise of the Replacement Options on the NASDAQ Global Select MarketNYSE, (i) such filings as shall be required to be made with any applicable state securities bureaus approvals or commissionsorders in respect of CIT and/or DKB under section 518 or 521 of the Bank Act (Canada), and (j) such other filingsapprovals, authorizations or approvals as may be set forth in Section 4.04 if applicable, of the Parent Disclosure ScheduleMinistry of Finance of Japan and the Financial Supervisory Agency of Japan, no consents consents, orders or approvals of or filings or registrations with any Governmental Entity or with any third party are necessary in connection with (1) the execution and delivery by Parent CIT of this Agreement, the Arrangement Documents and the Plan of Arrangement and by Newco and Exchangeco of the Arrangement Documents and (2) the consummation by Parent CIT, Newco and Exchangeco of the Merger Arrangement and the other transactions contemplated hereby, (3) hereby and by the execution and delivery by Parent’s Bank of the Bank Merger Agreement and (4) the consummation by Parent’s Bank of the Bank Merger and the other transactions contemplated therebyArrangement Documents.

Consents and Approvals. Except for (ai) the filing of the applications and notices, as applicable, with notices listed on Section 3.4 of the FRB Anchor Disclosure Schedule or Section 4.4 of the Old National Disclosure Schedule and approval of or non-objection to 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, (dii) the filing with the SEC Securities and Exchange Commission (the “SEC”) of a 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”), and of the registration statement on Form S-4 (including in which the Joint Proxy Statement/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 (the “S-4”) and the declaration by the SEC of effectiveness of the S-4, (f) the approval of the Parent Shareholder Matters by the requisite vote of the shareholders of Parent, (giii) the filing of the Certificates Certificate of Merger with the Delaware Secretary of State of the State of New York pursuant to the NYBCL DGCL, the filing of the Articles of Merger with the Indiana Secretary and the Department filing of the Treasury Bank Merger Certificates, (iv) the filing of any notices or other filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) and (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 State shares of New Jersey Old National Common Stock pursuant to this Agreement and the NJBCA, (h) approval of the listing of the Parent such Old National Common Stock to be issued in the Merger on the NASDAQ Global Select Market, Market (i) such filings as shall be required to be made with any applicable state securities bureaus or commissions, and (j) such other filings, authorizations or approvals as may be set forth in Section 4.04 of the Parent Disclosure Schedule“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 Entity”) are necessary in connection with (1A) the execution and delivery by Parent Anchor of this Agreement, Agreement or (2B) the consummation by Parent Anchor of the Merger and the other transactions contemplated herebyhereby (including the Bank Merger). As used in this Agreement, “SRO” means (3i) the execution and delivery by Parent’s Bank any “self-regulatory organization” as defined in Section 3(a)(26) of the Bank Merger Agreement Securities Exchange Act of 1934, as amended (the “Exchange Act”) and (4ii) the consummation by Parent’s Bank of the Bank Merger and the any other transactions contemplated therebyUnited States securities exchange, futures exchange, commodities exchange or contract market.

Consents and Approvals. Except for (ai) the filing of applications and notices, as applicable, with the FRB Board of Governors of the Federal 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, (bii) the filing of applications and noticesany required applications, as applicablefilings or notices with any other federal, with the FDIC state or foreign agencies or regulatory (including self-regulatory) authorities and approval or grant of such applications applications, filings and noticesnotices (the “Other Regulatory Approvals”), (c) the filing of applications and notices, as applicable, with the New Jersey Department and approval of such applications and notices, (diii) the filing with the SEC Securities and Exchange Commission (the “SEC”) of the S-4 (including the Joint a Proxy Statement/prospectusProspectus in definitive form (including any amendments or supplements thereto, the “Proxy Statement”) with relating to (a) the SEC approval of this Agreement and the declaration transactions contemplated hereby by the SEC 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 “Requisite FTC Approval”), and (b) the registration of 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 S-4Form S-4 by the SEC, (fiv) compliance with the approval applicable requirements of the Parent Shareholder Matters by Securities Exchange Act of 1934, as amended (the requisite vote “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 shareholders shares of ParentBancPlus Common Stock constituting a portion of the Share Exchange Consideration pursuant to this Agreement, and (gv) the filing of the Certificates Articles of {JX489484.11} PD.35183901.7 Share Exchange and Articles of Merger with the Mississippi Secretary of State of the State of New York and Louisiana Secretary pursuant to the NYBCL MBCA and LBCA, and the Department filing of the Treasury of the State of New Jersey pursuant to the NJBCABank Merger Certificates, (h) 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 under applicable state securities bureaus or commissions, and (j) such other filings, authorizations or approvals as may be set forth in Section 4.04 of the Parent 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 Entity”) or Regulatory Agency are necessary by BancPlus or BankPlus in connection with (1A) the execution and delivery by Parent BancPlus and BankPlus of this Agreement, Agreement or (2B) the consummation by Parent BancPlus or any of its Subsidiaries, as applicable, of the Share Exchange, the Corporate Merger and the other transactions contemplated hereby, hereby (3) including the execution and delivery by Parent’s Bank Merger). As of the Bank Merger Agreement date hereof, BancPlus has no knowledge of any reason why the necessary regulatory approvals and (4) consents will not be received to permit consummation of the consummation by Parent’s Bank of Share Exchange, the Corporate Merger, the Bank Merger and the other transactions contemplated therebyherein 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 (x) the execution and delivery by BancPlus and BankPlus of this Agreement or (y) the consummation by BancPlus or any of its Subsidiaries, as applicable, of the Share Exchange, the Corporate Merger, and the other transactions contemplated hereby (including the Bank Merger).

Consents and Approvals. Except for (ai) filings of applications and notices with, and receipt of consents, authorizations, approvals, exemptions or non-objections from, the Securities and Exchange Commission (the “SEC”), New York Stock Exchange (the “NYSE”), 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 applications and noticesany other required applications, as applicable, filings or notices with the FRB Board of Governors of the Federal Reserve System (the “Federal Reserve”), the Texas Department of Banking, 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 or non-objection to such applications applications, filings and noticesnotices (taken together with the items listed in clause (i), the “Regulatory Approvals”), (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, (diii) the filing with the SEC of a 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 by this Agreement (the “Company Proxy Statement”), which shall also serve as the 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 “Purchaser Proxy Statement” and together with the Company Proxy Statement the “Joint Proxy Statement”) and of a registration statement on Form S-4 (including or such other applicable form) (the “Form S-4”) in which the Joint Proxy Statement/Statement will be included as a prospectus) with the SEC , and the declaration by the SEC of effectiveness of the S-4Form S-4 and the filing and effectiveness of the registration statement contemplated by Section 6.1(b), (f) the approval of the Parent Shareholder Matters by the requisite vote of the shareholders of Parent, (giv) the filing of the Certificates Texas Certificate of Merger with the Texas Secretary of State of the State of New York pursuant to the NYBCL and the Department Maryland Articles of Merger with the Treasury of the State of New Jersey pursuant to the NJBCASDAT, (hv) approval any notices or filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the listing of the Parent Common Stock to be issued in the Merger on the NASDAQ Global Select Market, “HSR Act”) and (ivi) such filings and approvals as shall be are required to be made or obtained under the securities or “blue sky” laws of various states in connection with any applicable state securities bureaus or commissions, and (j) such other filings, authorizations or approvals as may be set forth in Section 4.04 the issuance of the Parent Disclosure Scheduleshares of Purchaser Common Stock pursuant to this Agreement and approval of listing of such Purchaser Common Stock on the NYSE, no consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with (1) the execution and delivery by Parent of this Agreement, (2) the consummation by Parent Company of the Merger and the other transactions contemplated hereby, (3) by this Agreement. No consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with the execution and delivery by Parent’s Bank Company of the Bank Merger Agreement and (4) the consummation by Parent’s Bank of the Bank Merger and the other transactions contemplated therebythis Agreement.

Consents and Approvals. Except No consents or approvals of, or filings or registrations with, any Governmental Authority are necessary in connection with (i) the execution and delivery by the MLP Parties of this Agreement or (ii) the consummation by the MLP Parties of the Merger Transactions, except for (aA) the filing of any required applications and notices, as applicable, or notices with the FRB any state or foreign agencies of competent jurisdiction and approval of such applications and or 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, (dB) 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 the issuance by PAA of New Common Units in connection with the Merger (including such registration statement and any amendments or supplements thereto, the Joint “Registration Statement,” and the proxy statement/prospectus included in such Registration Statement and any amendments or supplements thereto, the “Proxy Statement/prospectus) with the SEC and the declaration by the SEC of effectiveness of the S-4Prospectus”), (f) the approval of the Parent Shareholder Matters by the requisite vote of the shareholders of Parent, (gC) the filing of the Certificates Certificate of Merger with the Secretary of State of the State of New York pursuant to Delaware, (D) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the NYBCL and the Department rules of the Treasury of the State of New Jersey pursuant to the NJBCANYSE, (h) approval of the listing of the Parent Common Stock to be issued in the Merger on the NASDAQ Global Select Market, (iE) such filings and approvals as shall may be required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with any applicable state securities bureaus or commissionsthe issuance of New Common Units in connection with the Merger pursuant to this Agreement, and (jF) such other filingsconsents, authorizations or approvals as may be set forth in Section 4.04 of the Parent Disclosure Scheduleauthorizations, no consents or approvals of or approvals, filings or registrations the absence or unavailability of which would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with any Governmental Entity in connection with (1) the execution and delivery by Parent of this Agreement, (2) the consummation by Parent of the Merger and the other transactions contemplated hereby, (3) the execution and delivery by Parent’s Bank of the Bank Merger Agreement and (4) the consummation by Parent’s Bank of the Bank Merger and the other transactions contemplated therebyrespect to MLP.

Consents and Approvals. Except for (a) the filing of applications and notices, as applicable, a merger application with the FRB FDIC and approval or non-objection of such applications by the FDIC and notices, any other Governmental Entity; (b) the filing of applications and notices, as applicable, with the FDIC Securities and approval Exchange Commission (“SEC”) of such applications (i) a joint proxy statement/prospectus in definitive form relating to the stockholder meetings of Pamrapo and notices, BCB to be held in connection with this Agreement and the Merger contemplated hereby (the “Proxy Statement”) and (ii) a Registration Statement on Form S-4 (the “S-4”) registering the BCB Common Stock to be issued in connection with this Agreement and the transactions contemplated hereby (c) the filing adoption of applications and notices, as applicable, with the New Jersey Department and approval of such applications and notices, (d) the filing with the SEC of the S-4 (including the Joint Proxy Statement/prospectus) with the SEC and the declaration by the SEC of effectiveness of the S-4, (f) the approval of the Parent Shareholder Matters this Agreement by the requisite vote of the shareholders stockholders of Parent, Pamrapo and the adoption of the Bank Merger Agreement by the requisite vote of stockholders of Pamrapo Bank; (gd) the filing of the Certificates Certificate of Merger with the New Jersey Secretary of State of State; (e) the State of New York pursuant to approval by the NYBCL and the Department of the Treasury of the State of New Jersey pursuant to the NJBCA, (h) approval NASDAQ Stock Market of the listing of the Parent additional shares of BCB Common Stock to be issued in the Merger on the NASDAQ Global Select Market, Market to be issued pursuant to Article II hereof; (f) the adoption of this Agreement by the requisite vote of the stockholders of BCB; and (i) such filings as shall be required to be made with any applicable state securities bureaus or commissions, and (j) such other filings, authorizations or approvals as may be set forth in Section 4.04 Schedule 3.4 of the Parent Pamrapo Disclosure ScheduleSchedules; with a Governmental Entity to satisfy the applicable requirements of the laws of states in which Pamrapo and its Subsidiaries are qualified or licensed to do business or state securities or “blue sky” laws, 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 Entity”) or with any third party are necessary in connection with (1) the execution and delivery by Parent Pamrapo of this Agreement, Agreement and (2) the consummation by Parent Pamrapo of the Merger and the other transactions contemplated hereby, (3) the execution and delivery by Parent’s Bank of the Bank Merger Agreement and (4) the consummation by Parent’s Bank of the Bank Merger and the other transactions contemplated thereby.

Consents and Approvals. Except for (ai) the filing of applications applications, filings and notices, as applicable, with NASDAQ, (ii) the filing of applications, filings and notices, as applicable, with the FRB Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) under the BHC Act and approval of such applications applications, filings and notices, (biii) the filing of applications applications, filings and notices, as applicable, with the FDIC Federal Reserve Board, the Indiana Department of Financial Institutions (the “IDFI”) and the Ohio Division of Financial Institutions (“ODFI”) in connection with the Bank Merger, including under the Bank Merger Act, and approval of such applications applications, filings and notices, (civ) the filing of applications and noticesany required applications, as applicable, filings or notices with any state banking authorities listed on Section 3.4 of the New Jersey Department MainSource Disclosure Schedule or Section 4.4 of the First Financial Disclosure Schedule and approval of such applications applications, filings and notices, (dv) the filing with the SEC Securities and Exchange Commission (the “SEC”) of a joint proxy statement in definitive form relating to the meetings of MainSource’s and First Financial’s shareholders to be held in connection with this Agreement and the transactions contemplated hereby (including any amendments or supplements thereto, the “Joint Proxy Statement”), and of the registration statement on Form S-4 (including in which the Joint Proxy Statement/Statement will be included as a prospectus) , to be filed with the SEC by First Financial in connection with the transactions contemplated by this Agreement (the “S-4”) and the declaration by the SEC of effectiveness of the S-4, (f) the approval of the Parent Shareholder Matters by the requisite vote of the shareholders of Parent, (gvi) the filing of the Certificates Articles of Merger with the Indiana Secretary of State of the State of New York pursuant to the NYBCL IBCL and the Department certificate of merger with the Treasury of the State of New Jersey Ohio Secretary pursuant to the NJBCAOGCL and the filing of the Bank Merger Certificates, and (hvii) 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 First Financial Common Stock pursuant to this Agreement and the approval of the listing of the Parent such First Financial 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, and (j) such other filings, authorizations or approvals as may be set forth in Section 4.04 of the Parent Disclosure ScheduleNASDAQ, 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 Entity”) are necessary in connection with (1A) the execution and delivery by Parent MainSource of this Agreement, Agreement or (2B) the consummation by Parent MainSource of the Merger and the other transactions contemplated hereby, hereby (3) including the execution and delivery by Parent’s Bank Merger). As of the date hereof, MainSource 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 Bank Merger Agreement and (4) the consummation by Parent’s Bank of the Bank Merger and the other transactions contemplated therebyon a timely basis.

Consents and Approvals. Except for (a) the filing of applications and notices, as applicable, with receipt of approvals or no objections from, and the FRB expiration of waiting periods required by, any agency or department of any federal or state government having supervisory jurisdiction over the Parties and approval the transactions contemplated by this Agreement, including the Board of such applications Governors of the Federal Reserve System (the “Federal Reserve Board”), the FDIC, the Bureau of Financial Institutions of the Virginia State Corporation Commission (the “VBFI”) and noticesthe Office of the Commissioner of Banks of the State of North Carolina, (b) the filing of applications and notices, as applicable, with the FDIC Securities and approval Exchange Commission (the “SEC”) of such applications a proxy statement in definitive form relating to the Target Shareholder Meeting to be held in connection with this Agreement and notices, the transactions contemplated by this Agreement (c) the filing of applications and notices, as applicable, with the New Jersey Department and approval of such applications and notices, (d) the filing with the SEC of the S-4 (including the Joint “Proxy Statement/prospectus”) with and of a registration statement on Form S-4 registering the SEC and the declaration by the SEC shares of effectiveness of the S-4, (f) the approval of the Parent Shareholder Matters by the requisite vote of the shareholders of Parent, (g) the filing of the Certificates of Merger with the Secretary of State of the State of New York pursuant to the NYBCL and the Department of the Treasury of the State of New Jersey pursuant to the NJBCA, (h) approval of the listing of the Parent Buyer Common Stock to be issued in the Merger on (the NASDAQ “Form S-4”), in which the Proxy Statement will be included, and declaration of effectiveness of the Form S-4 under the Securities Act, (c) the filing of the North Carolina Articles of Merger with the North Carolina Secretary of State pursuant to the NCBCA and the Virginia Articles of Merger with the Virginia State Corporation Commission pursuant to the VSCA, (d) any consents, 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, investment advisers or transfer agents, 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 and regulations of The Nasdaq Global Select Market, (i) such filings as shall be or that are required to be made with any applicable state securities bureaus or commissionsunder consumer finance, mortgage banking and other similar laws, and (je) such other filingsnotices or filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, authorizations or approvals as may be set forth in Section 4.04 of amended (the Parent Disclosure Schedule“HSR Act”), if any, no consents or approvals of or filings or registrations with any federal or state court, administrative agency or commission or other governmental authority or instrumentality or self-regulatory organization (each, a “Governmental Entity Entity”) are necessary in connection with (1) the execution and delivery by Parent of this Agreement, (2) the consummation by Parent Target of the Merger and the other transactions contemplated herebyby this Agreement, (3) including the Bank Merger. No consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with the execution and delivery by Parent’s Bank Target of the Bank Merger Agreement and (4) the consummation by Parent’s Bank of the Bank Merger and the other transactions contemplated therebythis Agreement.

Consents and Approvals. Except for (a) the filing of applications applications, filings and notices, as applicable, with the FRB and approval of such applications and noticesNASDAQ, (b) the filing of applications applications, filings and notices, as applicable, with the FDIC Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) under the BHC Act and approval of such applications applications, filings and notices, (c) the filing of applications applications, filings and notices, as applicable, with the New Jersey Idaho Department of Finance (the “Idaho Department”), and the Oregon Division of Finance and Corporate Securities (the “Oregon Division”), if applicable, the FDIC and any government sponsored entity with respect to any loan program offered by it in which Home Federal Bank participates in connection with the Bank Merger or the transfer of the Shared-Loss Agreements, and approval of such applications applications, filings and notices, (d) the filing with the SEC of a proxy statement in definitive form relating to the meeting of Home’s shareholders to be held in connection with this Agreement and the transactions contemplated hereby (including any amendments or supplements thereto, the “Proxy Statement”), and of the registration statement on Form S-4 (including the Joint “S-4”) in which the Proxy Statement/Statement will be included as a prospectus) , to be filed with the SEC and by Cascade in connection with the declaration transactions contemplated by this Agreement, to, among other things, register any securities issuable by Cascade in conjunction with the transactions contemplated by this Agreement with the SEC pursuant to the Securities Act (as defined in Section 3.12), and declaration of effectiveness of the S-4, (fe) any filings or notices with the approval U.S. Department of Justice under the Parent Shareholder Matters by Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the requisite vote of the shareholders of Parent“HSR Act”), (gf) the filing of the Certificates Articles of Merger with the Secretary of State of the State of New York Maryland Department pursuant to the NYBCL MGCL and the Department of the Treasury of the State of New Jersey Oregon Secretary pursuant to the NJBCAOBCA, and the filing of the Bank Merger Certificates, and (hg) such filings and approvals as are required to be made or obtained under the federal securities laws, or the securities or “Blue Sky” laws of various states in connection with the issuance by Cascade of any securities pursuant to this Agreement and the approval of the listing of the Parent shares of Cascade Common Stock to be issued in conjunction with the Merger transactions contemplated by this Agreement on the NASDAQ Global Select Market, (i) such filings as shall be required to be made with any applicable state securities bureaus or commissions, and (j) such other filings, authorizations or approvals as may be set forth in Section 4.04 of the Parent Disclosure ScheduleNASDAQ, no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental authority or instrumentality or SRO (as defined in Section 3.5) (each a “Governmental Entity Entity”) are necessary in connection with (1A) the execution and delivery by Parent Home of this Agreement, Agreement or (2B) the consummation by Parent Home of the Merger and the other transactions contemplated hereby, (3) the execution and delivery by Parent’s Bank of the Bank Merger Agreement and (4) the consummation by Parent’s Bank Home or any Home Subsidiary of the Bank Merger and the other transactions contemplated therebyhereby (including the Bank Merger). As of the date hereof, Home 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 Bank Merger on a timely basis.

Consents and Approvals. Except for (a) the filing of applications applications, filings and notices, as applicable, with the FRB Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) under the BHC Act and approval of such applications applications, filings and notices, (b) the filing of applications applications, filings and notices, as applicable, with the FDIC OCC in connection with the Bank Merger, under the Bank Merger Act, and approval of such applications applications, filings and notices, (c) the filing of applications and any required applications, filings or notices, as applicable, with the New Jersey Department Financial Industry Regulatory Authority and the approval of such applications applications, filings and notices, (d) the filing with the SEC of (i) a joint proxy statement in definitive form relating to the S-4 meeting of NCC’s stockholders and the meeting of CenterState’s shareholders 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) the Registration Statement in which the Proxy Statement-Prospectus will be included as a prospectus) , to be filed with the SEC by CenterState in connection with the transactions contemplated by this Agreement and the declaration by the SEC of effectiveness of the S-4Registration Statement and (iii) such reports under the Exchange Act and the Securities Act, and such other compliance with the Exchange Act and the Securities Act and the rules and regulations thereunder, as may be required in connection with this Agreement and the transactions contemplated hereby, (f) the approval of the Parent Shareholder Matters by the requisite vote of the shareholders of Parent, (ge) the filing of the Certificates Articles of Merger with the Florida Secretary of State pursuant to the FBCA and the Certificate of Merger with the Division of Corporations in the Department of State of the State of New York Delaware pursuant to the NYBCL and the Department of the Treasury of the State of New Jersey pursuant DGCL to the NJBCAextent required, and (h) approval of the listing of the Parent Common Stock to be issued in the Merger on the NASDAQ Global Select Market, (if) such filings and approvals as shall be are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with any applicable state securities bureaus or commissions, the issuance of the shares of CenterState Common Stock pursuant to this Agreement (the consents and approval listed in clauses (a) and (j) such other filingsb), authorizations or approvals as may be set forth in Section 4.04 of the Parent Disclosure Schedule“Regulatory Approvals”), no consents or approvals of or filings or registrations with any Governmental Entity Authority are necessary in connection with (1i) the execution and delivery by Parent NCC of this Agreement, Agreement or (2ii) the consummation by Parent NCC or any of its Subsidiaries of the Merger and the other transactions contemplated hereby, hereby (3) including the execution and delivery consummation by Parent’s Bank NBC of the Bank Merger Agreement and (4) the consummation by Parent’s Bank Merger). As of the date of this Agreement, NCC 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 Bank Merger and the other transactions contemplated therebyon a timely basis.

Consents and Approvals. (a) Except for (ai) 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 FRB and joint proxy statement/prospectus to be used in soliciting the approval of such applications Edify's and notices, S1's stockholders at a special meeting to be held in connection with this Agreement and the transactions contemplated hereby (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 with the SEC of the S-4 (including the Joint "Proxy Statement/prospectus) with the SEC and the declaration by the SEC of effectiveness of the S-4Prospectus"), (fii) the approval of the Parent Shareholder Matters this Agreement by the requisite vote of the shareholders stockholders of ParentEdify, (giii) the filing of the Certificates Certificate of Merger with the Secretary of State of the State of New York Delaware pursuant to the NYBCL 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 Department securities or antitrust laws of the Treasury of the State of New Jersey pursuant to the NJBCA, (h) 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 commissionsforeign country, and (jv) such other filings, authorizations or approvals as may be set forth in Section 4.04 3.4 of the Parent 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 Entity"), or with any third party are necessary in connection with (1) the execution and delivery by Parent Edify of this Agreement and the Option Agreement, (2) the consummation by Parent Edify of the Merger and the other transactions contemplated hereby, and (3) the execution and delivery consummation by Parent’s Bank Edify of the Bank Merger Option Agreement and (4) the consummation by Parent’s Bank of the 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. Except for (a) the filing of applications and notices, as applicable, with the FRB Board of Governors of the Federal Reserve System (the "Federal Reserve Board") under the BHC Act and approval of such applications and notices, (bb)(i) the filing of applications and notices, as applicable, compliance with the FDIC premerger notification filing requirements under Part IX of the Competition Act (Canada) and approval the expiration of such applications and noticesthe applicable waiting period in relation thereto or (ii) receipt of an ARC pursuant to section 102 of the Competition Act (Canada), (c) the filing of applications an application for review under the Investment Canada Act and noticesthe responsible Minister under such Act being satisfied, as applicableor being deemed to be satisfied, with that the New Jersey Department consummation of the Arrangement and approval the other transactions contemplated hereby is likely to be of such applications and noticesnet benefit to Canada for purposes of that Act, (d) the filing with the SEC of the S-4 (including the Joint Proxy Statement/prospectus) with the SEC applications with, and the declaration by approval of such applications by, the SEC appropriate financial regulatory authorities in the provinces, states and countries in which CIT or any CIT Subsidiary conducts business, (e) receipt of effectiveness exemption orders from the provincial securities regulators from the registration and prospectus requirements with respect to the issuance of the S-4and first trade in CIT Common Stock, (f) the filing with the Court, the SEC, the OSC and other Canadian securities regulatory authorities of the Proxy Circular and, if required, the filing and declaration of effectiveness of the Registration Statement, (g) the approval of the Parent Shareholder Matters issuance of shares of CIT Common Stock pursuant to this Agreement and the Plan of Arrangement by the requisite vote of the shareholders of Parent, (g) the filing of the Certificates of Merger with the Secretary of State of the State of New York pursuant to the NYBCL and the Department of the Treasury of the State of New Jersey pursuant to the NJBCACIT, (h) approval of the listing of the Parent CIT Common Stock to be issued in the Merger Arrangement, upon exchange of the Exchangeable Shares and upon exercise of the Replacement Options on the NASDAQ Global Select MarketNYSE, (i) such filings as shall be required to be made with any applicable state securities bureaus approvals or commissionsorders in respect of CIT and/or DKB under section 518 or 521 of the Bank Act (Canada), and (j) approvals, if applicable, of the Ministry of Finance of Japan and the Office of Superintendent of Financial Institutions of Japan and (k) such other filings, authorizations or approvals as may be set forth in Section 4.04 5.4 of the Parent CIT Disclosure Schedule, no consents consents, orders or approvals of or filings or registrations with any Governmental Entity or with any third party are necessary in connection with (1) the execution and delivery by Parent CIT of this Agreement, Agreement and the Plan of Arrangement and (2) the consummation by Parent CIT of the Merger Arrangement and the other transactions contemplated hereby, (3) the execution and delivery by Parent’s Bank of the Bank Merger Agreement and (4) the consummation by Parent’s Bank of the Bank Merger and the other transactions contemplated thereby.

Consents and Approvals. Except for (a) the filing by FNB of applications and notices, as applicable, with the 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 the Federal Reserve Act, as amended, and approval of such applications and notices, and, in connection with the merger of PVFC Bank with and into FNB Bank, the filing of applications and notices, as applicable, with the FRB Federal Deposit Insurance Corporation (the “FDIC”), the Office of the Comptroller of the Currency (the “OCC”), and approval of such applications and notices, (b) the filing of applications and notices, as applicable, with the FDIC Securities and approval Exchange Commission (the “SEC”) of such applications a proxy statement in definitive form relating to the meeting of PVFC shareholders to be held in connection with this Agreement (the “Proxy Statement”) and noticesthe transactions this Agreement contemplates and of a registration statement on Form S-4 that is declared effective (the “Registration Statement”) in which the Proxy Statement will be included as a prospectus, and declaration of effectiveness of the Registration Statement, (c) the filing of applications and notices, as applicable, with the New Jersey Department and approval of such applications and notices, (d) the filing with the SEC of the S-4 (including the Joint Proxy Statement/prospectus) with the SEC and the declaration by the SEC of effectiveness of the S-4, (f) the approval of the Parent Shareholder Matters by the requisite vote of the shareholders of Parent, (g) the filing of the Certificates Articles of Merger with and the acceptance for record by the Secretary of State of the State of New York Ohio pursuant to the NYBCL OGCL and the Department filing of Articles of Merger with and the Treasury acceptance for record by the Secretary of State of the State of New Jersey Florida pursuant to the NJBCAFBCA, (hd) any consents, 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, investment advisers or transfer agents and the rules and regulations thereunder and of any applicable industry self-regulatory organization (“SRO”), and the rules of NASDAQ or the NYSE, or that are required under consumer finance, insurance mortgage banking and other similar laws, (e) such filings 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 FNB Common Stock pursuant to this Agreement, and approval of the listing on the NYSE of the Parent such FNB Common Stock to be issued issuable 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 commissionsMerger, and (jf) such other filings, authorizations or approvals as may be set forth in Section 4.04 the adoption of this Agreement by the Parent Disclosure Schedulerequisite vote of shareholders of PVFC, no consents or approvals of or filings or registrations by FNB or PVFC with any court, administrative agency or commission or other governmental authority or instrumentality of federal, state, local or foreign government (each, a “Governmental Entity Entity”), SRO or other Person are necessary in connection with (1A) the execution and delivery by Parent PVFC of this Agreement, Agreement and (2B) the consummation by Parent PVFC of the Merger and the other transactions contemplated hereby, (3) the execution and delivery by Parent’s Bank this Agreement contemplates. As of the Bank Merger Agreement and (4) date of this Agreement, PVFC is not aware of any reason why the consummation by Parent’s Bank of the Bank Merger and the other transactions contemplated therebyRequisite Regulatory Approvals will not be received on a timely basis or why any Materially Burdensome Regulatory Condition would be imposed.

Consents and Approvals. Except No consents or approvals of, or filings or registrations with, any Governmental Authority are necessary in connection with (i) the 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 (aA) the filing of any required applications and notices, as applicable, or notices with the FRB any state or foreign agencies of competent jurisdiction and approval of such applications and or 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, (dB) 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 the issuance of the New Common Units in connection with the Merger (including such registration statement and any amendments or supplements thereto, the Joint “Registration Statement,” and the joint proxy statement/prospectus included in such Registration Statement and any amendments or supplements thereto, the “Proxy Statement/prospectus) with the SEC and the declaration by the SEC of effectiveness of the S-4Prospectus”), (f) the approval of the Parent Shareholder Matters by the requisite vote of the shareholders of Parent, (gC) the filing of the Certificates Certificate of Merger with the Secretary of State of the State of New York pursuant to Delaware, (D) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the NYBCL and the Department rules of the Treasury of the State of New Jersey pursuant to the NJBCANYSE, (h) approval of the listing of the Parent Common Stock to be issued in the Merger on the NASDAQ Global Select Market, (iE) such filings and approvals as shall may be required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with any applicable state securities bureaus or commissionsthe issuance of VNR Common Units pursuant to this Agreement, and (jF) such other filings, authorizations or filings and approvals as may be set forth in Section 4.04 of required to be made or obtained under the Parent Disclosure ScheduleHSR, no consents or approvals of or and (G) such other consents, authorizations, approvals, filings or registrations with any Governmental Entity the absence or unavailability of which could not, either individually or in connection with (1) the execution and delivery by Parent of this Agreementaggregate, (2) the consummation by Parent of the Merger and the other transactions contemplated hereby, (3) the execution and delivery by Parent’s Bank of the Bank Merger Agreement and (4) the consummation by Parent’s Bank of the Bank Merger and the other transactions contemplated therebyreasonably be expected to have a Material Adverse Effect on ENP.

Consents and Approvals. Except for (ai) filings of applications and notices with, and receipt of consents, authorizations, approvals, exemptions or non-objections from, the Securities and Exchange Commission (the “SEC”), The NASDAQ Stock Market, state securities authorities, applicable securities, commodities and futures exchanges, and other industry self-regulatory organizations (each, an “SRO”), (ii) the filing of applications and noticesany other required applications, as applicable, filings or notices with the FRB Board of Governors of the Federal Reserve System (the “Federal Reserve”), the United States Office of the Comptroller of the Currency (the “OCC”), 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 of the bodies set forth in clauses (i) and (ii), a “Governmental Entity”) and approval of or non-objection to such applications applications, filings and noticesnotices (taken together with the items listed in clause (i), the “Regulatory Approvals”), (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, (diii) the filing with the SEC of a proxy statement in definitive form relating to the Shareholders’ Meeting (the “Proxy Statement”) and of a registration statement on Form S-4 (including or such other applicable form) (the Joint “Form S-4”) in which the Proxy Statement/Statement will be included as a prospectus) with the SEC , and the declaration by the SEC of effectiveness of the Form S-4, (f) the approval of the Parent Shareholder Matters by the requisite vote of the shareholders of Parent, (giv) the filing of the Certificates Articles of Merger with the Secretary Maryland State Department of State of the State of New York pursuant to the NYBCL Assessments and Taxation and the Department Certificate of Merger with the Treasury of the State of New Jersey pursuant to the NJBCADelaware Secretary, (hv) approval any notices or filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the listing of the Parent Common Stock to be issued in the Merger on the NASDAQ Global Select Market, “HSR Act”) and (ivi) such filings and approvals as shall be are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with any applicable state securities bureaus or commissions, and (j) such other filings, authorizations or approvals as may be set forth in Section 4.04 the issuance of the Parent 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 Governmental Entity are necessary in connection with (1) the execution and delivery by Parent of this Agreement, (2) the consummation by Parent Company of the Merger and the other transactions contemplated herebyMerger, (3) the execution and delivery by Parent’s Bank of the Bank Merger Agreement and (4) the consummation by Parent’s Bank Advantage Bank, an Ohio bank regulated by the State of Ohio Department of Commerce, Division of Financial Institutions (“Company Bank”), of the Bank Merger and the other transactions contemplated therebyby this Agreement. No consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with the execution and delivery by Company of this Agreement.

Consents and Approvals. Except for (a) the filing of applications and or notices, as applicable, with the FRB Federal Reserve Board under the BHC Act and approval of such applications or notices, (b) the filing of an application with the FDIC under the Bank Merger Act and approval of such application, (c) the filing of applications or notices, as applicable, with the OTS and approval of such applications or notices, (d) the filing of applications or notices, as applicable, with the Commissioner 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, (de) the filing with the SEC of the S-4 (including the Joint Proxy Statement/prospectus) Statement and with the SEC and the declaration by the SEC of effectiveness of the S-4, (f) the approval of the Parent Shareholder Matters this Agreement by the requisite vote of the shareholders stockholders of ParentBuyer, (g) the filing of an application with NASDAQ to list the Certificates of Merger with the Secretary of State of the State of New York pursuant to the NYBCL and the Department of the Treasury of the State of New Jersey pursuant to the NJBCA, (h) approval of the listing of the Parent Buyer Common Stock to be issued in the Merger on the NASDAQ Global Select Marketand the approval of such application, (h) the filing of the Articles of Merger with the Department pursuant to the MGCL, (i) such filings and approvals as shall be are required to be made or obtained under the securities or "Blue Sky" laws of various states in connection with any applicable state securities bureaus or commissionsthe issuance of the shares of Buyer Common Stock pursuant to this Agreement, (j) the filings required by the Bank Merger Agreement, (k) the approval of the Bank Merger Agreement by Buyer as the sole stockholder of Buyer Bank, and (jl) such other filings, authorizations or approvals as may be set forth in Section 4.04 4.4 of the Parent Buyer Disclosure Schedule, no consents or approvals of or filings or registrations with any Governmental Entity or with any third party are necessary on behalf of Buyer in connection with (1) the execution and delivery by Parent Buyer of this Agreement, (2) the consummation by Parent Buyer of the Merger and the other transactions contemplated hereby, (3) the execution and delivery by Parent’s Buyer Bank of the Bank Merger Agreement Agreement, and (4) the consummation by Parent’s Buyer Bank of the Bank Merger and the other transactions contemplated therebySubsidiary Merger.

Consents and Approvals. Except for (a) the filing of applications any required applications, filings and notices, as applicable, with the FRB and approval of such applications and noticesNYSE, (b) the filing of applications any required applications, filings and notices, as applicable, with the FDIC Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) under the BHC Act and approval of such applications applications, filings and notices, (c) the filing of applications any required applications, filings and notices, as applicable, with the New Jersey Department Office of the Comptroller of the Currency (the “OCC”) in connection with the Bank Merger, and approval of such applications applications, filings and notices, (d) the filing of any required applications, filings or notices with any state banking or insurance authorities listed on Section 3.4 of the Sterling Disclosure Schedule or Section 4.4 of the Xxxxxxx Disclosure Schedule and approval of such applications, filings and notices, (e) the filing with the Securities and Exchange Commission (the “SEC”) of a joint proxy statement in definitive form relating to the meetings of Sterling’s and Xxxxxxx’x stockholders to be held in connection with this Agreement and the transactions contemplated hereby (including any amendments or supplements thereto, the “Joint Proxy Statement”), and of the registration statement on Form S-4 in which the Joint Proxy Statement will be included as a prospectus, to be filed with the SEC of the S-4 (including the Joint Proxy Statement/prospectus) by Xxxxxxx in connection with the SEC transactions contemplated by this Agreement (the “S-4”) and the declaration by the SEC of effectiveness of the S-4, (f) the approval filing of the Parent Shareholder Matters by Xxxxxxx Certificate Amendment, the requisite vote Certificate of Merger and the shareholders Certificate of Parent, (g) Designations for the New Xxxxxxx Preferred Stock with the Delaware Secretary pursuant to the DGCL and the filing of the Bank Merger Certificates and (g) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of Merger various states in connection with the Secretary of State issuance of the State shares of Xxxxxxx Common Stock and New York Xxxxxxx Preferred Stock (or depositary shares in respect thereof) pursuant to the NYBCL this Agreement and the Department of the Treasury of the State of New Jersey pursuant to the NJBCA, (h) approval of the listing of the Parent such Xxxxxxx Common Stock to be issued and New Xxxxxxx Preferred Stock (or depositary shares in the Merger respect thereof) on the NASDAQ Global Select Market, (i) such filings as shall be required to be made with any applicable state securities bureaus or commissions, and (j) such other filings, authorizations or approvals as may be set forth in Section 4.04 of the Parent Disclosure ScheduleNYSE, 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 Entity”) are necessary in connection with (1i) the execution and delivery by Parent Sterling of this Agreement, Agreement or (2ii) the consummation by Parent Sterling of the Merger and the other transactions contemplated hereby, hereby (3) including the execution and delivery by Parent’s Bank Merger). As of the date hereof, Sterling 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 Bank Merger Agreement and (4) the consummation by Parent’s Bank of the Bank Merger and the other transactions contemplated therebyon a timely basis.

Consents and Approvals. Except for (a) the filing of applications and notices, as applicable, with the FRB Board of Governors of the Federal Reserve System (“FRB”) and the Department of Banking and Insurance of the State of New Jersey and approval of such applications and notices, (b) the filing of applications and notices, as applicable, with the FDIC Securities and approval Exchange Commission (the “SEC”) of such applications a proxy statement in definitive form relating to the meeting of the Company’s shareholders to be held in connection with this Agreement and noticesthe transactions contemplated hereby (the “Proxy Statement”) 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, (c) the filing of applications and notices, as applicable, with the New Jersey Department and approval of such applications and notices, (d) the filing with the SEC of the S-4 (including the Joint Proxy Statement/prospectus) with the SEC this Agreement and the declaration by the SEC of effectiveness of the S-4, (f) the approval of the Parent Shareholder Matters Merger by the requisite vote of the shareholders of Parentthe Company, (gd) the filing of the Certificates Certificate of Merger with the Secretary of State of the State of New York pursuant to the NYBCL and the Department of the Treasury of the State of New Jersey pursuant to the NJBCABCA and of the Articles of Merger with the Department of State of the Commonwealth of Pennsylvania pursuant to the BCL, (he) approval of the listing of the Parent Common Stock to be issued in the Merger on the NASDAQ Global Select MarketNASDAQ, (if) such filings as shall be required to be made with any applicable state securities bureaus or commissions, (g) such consents, authorizations, approvals or exemptions under the Environmental Laws (as defined in Section 3.17) and notices and filings with the Internal Revenue Service (the “IRS”) or the Pension Benefit Guaranty Corporation (the “PBGC”) with respect to employee benefit plans as are described in Section 3.4 of the Company Disclosure Schedule and (jh) such other filings, authorizations or approvals as may be set forth in Section 4.04 3.4 of the Parent 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 Entity”) or with any third party are necessary in connection with (1) the execution and delivery by Parent the Company of this Agreement, Agreement and (2) the consummation by Parent the Company of the Merger and the other transactions contemplated hereby, (3) the execution and delivery by Parent’s Bank of the Bank Merger Agreement and (4) the consummation by Parent’s Bank of the Bank Merger and the other transactions contemplated thereby.

Consents and Approvals. Except for (ai) the filing of applications and notices, as applicable, with the FRB Board of Governors of the Federal Reserve System (the "Federal Reserve Board") under the BHC Act and the Federal Reserve Act, as amended, and approval of such applications and notices, (bii) the filing of any required applications and notices, as applicable, or notices with the FDIC any state or foreign agencies and approval of such applications and noticesnotices (the "State Approvals"), (c) the filing of applications and notices, as applicable, with the New Jersey Department and approval of such applications and notices, (diii) the filing with the SEC Securities and Exchange Commission (the "SEC") of a joint proxy statement in definitive form relating to the meetings of Xxxxx Fargo's and Norwest's stockholders to be held in connection with this Agreement and the transactions contemplated hereby (the "Joint Proxy Statement"), and of the registration statement on Form S-4 (including the "S-4") in which the Joint Proxy Statement/Statement will be included as a prospectus, (iv) the filing of the Certificate of Merger with the SEC Delaware Secretary pursuant to the DGCL, (v) any notices to or filings with the Small Business Administration ("SBA"), (vi) any consents, 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, investment advisers or transfer agents, and federal commodities laws relating to the regulation of futures commission merchants and the declaration by rules and regulations thereunder and of any applicable industry self-regulatory organization ("SRO"), and the SEC of effectiveness rules of the S-4NYSE, or which are required under consumer finance, mortgage banking and other similar laws, (fvii) 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 Norwest Capital Stock pursuant to this Agreement and (viii) the approval of the Parent Shareholder Matters this Agreement by the requisite vote of the shareholders stockholders of Parent, Xxxxx Fargo and Norwest (g) including the filing of the Certificates of Merger with the Secretary of State of the State of New York pursuant to the NYBCL and the Department of the Treasury of the State of New Jersey pursuant to the NJBCA, (h) approval of the listing amendment 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, and (j) such other filings, authorizations or approvals as may be set forth in Norwest Certificate contemplated by Section 4.04 of the Parent Disclosure Schedule1.7), 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 Entity") are necessary in connection with (1A) the execution and delivery by Parent Norwest of this Agreement, Agreement and (2B) the consummation by Parent Norwest of the Merger and the other transactions contemplated hereby, (3) the execution and delivery by Parent’s Bank of the Bank Merger Agreement and (4) the consummation by Parent’s Bank of the Bank Merger and the other transactions contemplated thereby.

Consents and Approvals. Except for (ai) the filing of applications applications, filings and notices, as applicable, with the FRB Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) under the BHC Act and approval of such applications applications, filings and notices, (bii) the filing of applications applications, filings and notices, as applicable, with the FDIC Office of the Comptroller of the Currency (the “OCC”) in connection with the Bank Merger, including under the Bank Merger Act, and approval of such applications applications, filings and notices, (ciii) the filing of applications applications, filings and notices, as applicable, with the New Jersey FDIC, the North Carolina Commissioner of Banks and the Pennsylvania Department of Banking in connection with the Bank Merger, including under the Bank Merger Act, and approval of such applications applications, filings and notices, (div) the filing of any required applications, filings or notices with any state banking authorities listed on Section 3.4 of the National Penn Disclosure Schedule or Section 4.4 of the Parent Disclosure Schedule and approval of such applications, filings and notices, (v) the filing with the SEC Securities and Exchange Commission (the “SEC”) of a Proxy Statement in definitive form relating to the meeting of National Penn’s shareholders to be held in connection with this Agreement and the transactions contemplated hereby (including any amendments or supplements thereto, the “Proxy Statement”), and of the registration statement on Form S-4 (including in which the Joint Proxy Statement/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 “S-4”) and the declaration by the SEC of effectiveness of the S-4, (f) the approval of the Parent Shareholder Matters by the requisite vote of the shareholders of Parent, (gvi) the filing of the Certificates of Merger with the North Carolina Secretary of State of the State of New York pursuant to the NYBCL NCBCA and the Pennsylvania Department of the Treasury of the State of New Jersey pursuant to the NJBCAPBCL and the filing of the Bank Merger Certificates, (hvii) the filing of any notices or other filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) and (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 Parent Common Stock pursuant to this Agreement and the approval of the listing of the such 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, and (j) such other filings, authorizations or approvals as may be set forth in Section 4.04 of the Parent Disclosure ScheduleNYSE, 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 Entity”) are necessary in connection with (1A) the execution and delivery by Parent National Penn of this Agreement, Agreement or (2B) the consummation by Parent National Penn of the Merger and the other transactions contemplated herebyhereby (including the Bank Merger). As used in this Agreement, “SRO” means (3i) the execution and delivery by Parent’s Bank any “self-regulatory organization” as defined in Section 3(a)(26) of the Securities Exchange Act of 1934, as amended (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, National Penn 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 Bank Merger Agreement and (4) the consummation by Parent’s Bank of the Bank Merger and the other transactions contemplated therebyon a timely basis.

Consents and Approvals. Except for (a) the filing of applications applications, filings and notices, as applicable, with the FRB NASDAQ and approval of such applications and noticesthe New York Stock Exchange (the “NYSE”), (b) the filing with the Securities and Exchange Commission (the “SEC”) of applications either (i) a joint proxy/consent solicitation statement relating to the meeting of Parent’s shareholders to be held for the purpose of obtaining the Requisite Parent Vote and noticesthe solicitation by the Company of written consents from the Company’s stockholders for the purpose of obtaining the Requisite Company Vote, in each case, in connection with this Agreement and the transactions contemplated hereby (including any amendments or supplements thereto, the “Joint Proxy/Consent Solicitation Statement”) or (ii) a joint proxy statement relating to the meeting of Parent’s shareholders to be held for the purpose of obtaining the Requisite Parent Vote and the meeting of the Company’s stockholders to be held for the purpose of obtaining the Requisite Parent Vote, in each case, in connection with this Agreement and the transactions contemplated hereby (including any amendments or supplements thereto, the “Joint Proxy Statement”), in each case of clause (i) and (ii), in definitive form, and of the registration statement on Form S-4 in which the Joint Proxy/Consent Solicitation Statement or the Joint Proxy Statement, as applicableapplicable (either, a “Joint Statement”), will be included as a prospectus, to be filed with the FDIC SEC by Parent in connection with the transactions contemplated by this Agreement (the “S-4”) and approval declaration of such applications and noticeseffectiveness of the S-4, (c) the filing of applications the Certificate of Merger with the Delaware Secretary pursuant to the DGCL, (d) the filing of any notices or other filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (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, (e) the applications, filings, consents and notices, as applicable, with the New Jersey Department and approval of such applications and notices, (d) the filing with the SEC set forth in Section 3.4 of the S-4 (including the Joint Proxy Statement/prospectus) with the SEC Company Disclosure Schedule and the declaration by the SEC of effectiveness of the S-4, (f) such filings and approvals as are required to be made or obtained under the approval securities or “Blue Sky” Laws of various states in connection with the issuance of the shares of Parent Shareholder Matters by the requisite vote of the shareholders of Parent, (g) the filing of the Certificates of Merger Common Stock in connection with the Secretary of State of the State of New York Merger pursuant to the NYBCL this Agreement (“Parent Share Issuance”) and the Department of the Treasury of the State of New Jersey pursuant to the NJBCA, (h) approval of the listing of the such 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, and (j) such other filings, authorizations or approvals as may be set forth in Section 4.04 of the Parent Disclosure ScheduleNASDAQ, no consents or approvals of or filings or registrations with any court or administrative agency or commission or other governmental or quasi-governmental authority or instrumentality or multinational organization or SRO (each a “Governmental Entity Entity”) are necessary in connection with (1i) the execution and delivery by Parent the Company of this Agreement, Agreement or (2ii) the consummation by Parent the Company of the Merger and the other transactions contemplated hereby. As used in this Agreement, “SRO” means (3A) the execution and delivery by Parent’s Bank any “self-regulatory organization” as defined in Section 3(a)(26) of the Bank Merger Agreement Securities Exchange Act of 1934 (the “Exchange Act”) and (4B) the consummation by Parent’s Bank of the Bank Merger and the any other transactions contemplated therebyUnited States or foreign securities exchange, futures exchange, commodities exchange or contract market.

Consents and Approvals. Except for (a) the filing of applications any required applications, filings and notices, as applicable, with NASDAQ Stock Market LLC (“NASDAQ”) or NYSE, and the approval of the listing of the shares of BANC Common Stock to be issued pursuant to this Agreement and the New BANC Preferred Stock on the NYSE, (b) the filing of any required applications, filings, certificates and notices, as applicable, with the FRB Board of Governors of the Federal Reserve System or Federal Reserve Bank of San Francisco (together, the “Federal Reserve”) under the BHC Act with respect to the Mergers, the Federal Reserve Act with respect to the FRS Membership and the Bank Merger Act with respect to the Bank Merger and approval or waiver of such applications and noticesapplications, (b) the filing of applications and noticesfilings, as applicable, with the FDIC and approval of such applications certificates and notices, (c) the filing of applications applications, filings, certificates and notices, as applicable, with the New Jersey California Department of Financial Protection and approval Innovation (the “CDFPI”), and approval, exemption or waiver of such applications applications, filings, certificates and notices, (d) the filing with the SEC Securities and Exchange Commission (the “SEC”) of (i) any filings that are necessary under the applicable requirements of the S-4 Exchange Act, including the filing of a joint proxy statement in definitive form relating to the meetings of PACW’s stockholders and BANC’s stockholders to be held in connection with this Agreement and the transactions contemplated hereby (including any amendments or supplements thereto, the “Joint Proxy Statement”), and (ii) the registration statement on Form S-4 in which the Joint Proxy Statement/Statement will be included as a prospectus) , to be filed with the SEC by BANC in connection with the transactions contemplated by this Agreement (the “S-4”) and the declaration by the SEC of effectiveness of the S-4, (f) the approval of the Parent Shareholder Matters by the requisite vote of the shareholders of Parent, (ge) the filing of the Delaware Merger Certificates with the Delaware Secretary pursuant to the DGCL and filing of the Articles of Merger with the Secretary of State of the State of New York Maryland Department pursuant to the NYBCL MGCL, and the Department filing of the Treasury of the State of New Jersey pursuant to the NJBCA, Bank Merger Certificates and (h) approval of the listing of the Parent Common Stock to be issued in the Merger on the NASDAQ Global Select Market, (if) such filings and approvals as shall be are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with any applicable state securities bureaus or commissions, and (j) such other filings, authorizations or approvals as may be set forth in Section 4.04 the issuance of the Parent Disclosure Scheduleshares of BANC 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 SRO (each a “Governmental Entity Entity”) are necessary in connection with (1i) the execution and delivery by Parent PACW of this Agreement, Agreement or (2ii) the consummation by Parent PACW of the Merger Mergers and the other transactions contemplated herebyhereby (including the FRS Membership and the Bank Merger). As of the date hereof, (3) PACW has no knowledge of any reason why the execution necessary regulatory approvals and delivery by Parent’s Bank consents will not be received in order to permit consummation of the Mergers, the FRS Membership and the Bank Merger Agreement and (4) the consummation by Parent’s Bank of the Bank Merger and the other transactions contemplated therebyon a timely basis.

Consents and Approvals. Except for (a) any applicable filing with, the filing of applications and notices, as applicable, with Nasdaq Stock Market (the FRB and approval of such applications and notices“Nasdaq”), (b) the filing of applications and notices, as applicable, with the FDIC Securities and approval Exchange Commission (“SEC”) of a proxy statement in definitive form relating to the meeting of the Company’s shareholders to be held in connection with this Agreement and the transactions contemplated by this Agreement (the “Proxy Statement”) and of a registration statement on Form S-4 (or such applications other applicable form) (the “Form S-4”) in which the Proxy Statement will be included, and noticesdeclaration of effectiveness of the Form S-4, (c) the filing of a notice and/or an application with the Board of Governors of the Federal Reserve System (the “Federal Reserve”) pursuant to the Bank Holding Company Act of 1956, as amended, or regulations promulgated by the Federal Reserve thereunder, (d) filings of applications and noticesnotices to the Idaho Department of Finance in accordance with Section 26-2605 of the Idaho Banking Act and Section 16-1604 of the Idaho Interstate Branching Act and the Washington State Department of Financial Institutions pursuant to Sections 30.49.040, as applicable, with 30.49.125 and 30.04.405 of the New Jersey Department Revised Code of Washington and approval of or non-objection to such applications applications, filings and notices, (de) the filing of a bank merger application with the SEC FDIC pursuant to the Bank Merger Act of the S-4 (including the Joint Proxy Statement/prospectus) with the SEC and the declaration by the SEC of effectiveness of the S-41960, as amended, (f) the approval of the Parent Shareholder Matters by the requisite vote of the shareholders of Parent, (g) the filing of the Certificates Washington Articles of Merger with the Washington Secretary, the Statement of Merger with the Idaho Secretary of State and the filings of the State of New York pursuant to the NYBCL Bank Merger Certificates and the Department of the Treasury of the State of New Jersey pursuant to the NJBCA, (h) approval of the listing of the Parent Common Stock to be issued in the Merger on the NASDAQ Global Select Market, (ig) such filings and approvals as shall be are required to be made or obtained under the securities or “blue sky” Laws of various states in connection with any applicable state securities bureaus or commissions, and (j) such other filings, authorizations or approvals as may be set forth in Section 4.04 the issuance of the shares of Parent Disclosure ScheduleCommon Stock pursuant to this Agreement, no consents or approvals of or filings or registrations with any foreign, federal or state banking 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 Entity”), are necessary in connection with (1) the execution and delivery by Parent of this Agreement, (2) the consummation by Parent the Company of the Merger and the other transactions contemplated herebyMerger, (3) the execution and delivery by Parent’s Bank of the Bank Merger Agreement and (4) the consummation by Parent’s Bank of the Bank Merger and the other transactions contemplated therebyby this Agreement.

Consents and Approvals. (a) Except for (ai) filings with Bank Regulators, the filing receipt of applications the Regulatory Approvals, and notices, as applicable, compliance with the FRB and approval of such applications and noticesany conditions contained therein, (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, (dii) the filing with the SEC Securities and Exchange Commission (“SEC”) of a Registration Statement on Form S-4 to register the S-4 (including the Joint Proxy Statement/prospectus) shares of Tower Common Stock that may be issued in connection with the SEC and the declaration by the SEC of effectiveness of the Merger (such Form S-4, and any amendments or supplements thereto, the “Registration Statement”), which will include the proxy statement/prospectus to be used in soliciting the approval of First Chester’s and Tower’s shareholders at the Special Meetings (fsuch proxy statement as amended or supplemented is referred to herein as the “Proxy Materials”), (iii) the approval of the Parent Shareholder Matters this Agreement by the requisite vote of the shareholders of ParentFirst Xxxxxxx and the shareholders of Tower, (giv) the filing of the Certificates Articles of Merger with the Secretary of State of the State of New York pursuant to the NYBCL and the Pennsylvania Department of the Treasury of the State of New Jersey pursuant to the NJBCA, (h) 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 commissionsState, and (jv) such other filingsconsents, authorizations approvals, orders, authorizations, registrations, declarations and filings or approvals waivers thereof as may be set forth in Section 4.04 required under applicable federal, foreign and state securities (or related) laws and, if applicable, the securities or antitrust laws of the Parent Disclosure Scheduleany foreign country, 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 Entity”), or any third party are necessary in connection with (1) the execution and delivery by Parent First Xxxxxxx of this Agreement, and (2) the consummation by Parent First Xxxxxxx of the Merger and the other transactions contemplated hereby, (3other than such filings, authorizations, approvals or consents as are to be obtained by First Xxxxxxx with respect to the First Xxxxxxx Contracts as are set forth in Section 3.13(b) the execution and delivery by Parent’s Bank of the Bank Merger Agreement and (4) the consummation by Parent’s Bank of the Bank Merger and the other transactions contemplated therebyFirst Xxxxxxx Disclosure Schedules.

Consents and Approvals. Except for (ai) the filing of applications and notices, as applicable, with the FRB Board of Governors of the Federal Reserve System (the "Federal Reserve Board") under the BHC Act and the Federal Reserve Act, as amended, and approval of such applications and notices, (bii) the filing of any required applications and notices, as applicable, or notices with the FDIC any state or foreign agencies and approval of such applications and noticesnotices (the "State Approvals"), (c) the filing of applications and notices, as applicable, with the New Jersey Department and approval of such applications and notices, (diii) the filing with the SEC Securities and Exchange Commission (the "SEC") of a joint proxy statement in definitive form relating to the meetings of CCB's and NCBC's shareholders to be held in connection with this Agreement and the transactions contemplated hereby (the "Joint Proxy Statement"), and of the registration statement on Form S-4 (including the "S-4") in which the Joint Proxy Statement/Statement will be included as a prospectus, (iv) the filing of the Articles of Merger with the SEC North Carolina Secretary and the declaration by Tennessee Secretary pursuant to the SEC NCBCA and TBCA, respectively, (v) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of effectiveness federal and state securities laws relating to the regulation of broker-dealers, investment advisers or transfer agents, 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 New York Stock Exchange, Inc. ("NYSE"), or which are required under consumer finance, mortgage banking and other similar laws, (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 S-4, shares of NCBC Capital Stock pursuant to this Agreement and (fvii) the approval of the Parent Shareholder Matters this Agreement by the requisite vote of the shareholders of Parent, CCB and NCBC (g) including the filing of the Certificates of Merger with the Secretary of State of the State of New York pursuant to the NYBCL and the Department of the Treasury of the State of New Jersey pursuant to the NJBCA, (h) approval of the listing amendment 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, and (j) such other filings, authorizations or approvals as may be set forth in NCBC Charter contemplated by Section 4.04 of the Parent Disclosure Schedule1.7), 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 Entity") are necessary in connection with (1A) the execution and delivery by Parent NCBC of this Agreement, Agreement and (2B) the consummation by Parent NCBC of the Merger and the other transactions contemplated hereby, (3) the execution and delivery by Parent’s Bank of the Bank Merger Agreement and (4) the consummation by Parent’s Bank of the Bank Merger and the other transactions contemplated thereby.

Consents and Approvals. Except for (a) the filing of applications and noticesrequisite filings with, as applicable, with the FRB notices to and approval of such applications the Federal Reserve Board under the BHCA and noticesthe Bank Merger Act, the FSA, the HKMA, and the FBC, (b) the filing of any required applications and notices, as applicable, or notices with the FDIC and approval of such applications and noticesNew York State Banking Department, (c) the filing of applications and notices, as applicable, with the New Jersey Department and approval of such applications and notices, (d) the filing with the SEC of the S-4 Proxy Statement in definitive form, (including d) approval of the Joint Proxy Statement/prospectus) Merger by the board of directors of Merger Sub and by the stockholders of Merger Sub in accordance with the SEC MGCL and the declaration by the SEC of effectiveness filing of the S-4Articles of Merger with the Maryland Department pursuant to the MGCL, (e) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of supranational, federal, state, local and foreign laws (including, without limitation, securities and insurance laws) relating to the regulation of broker-dealers, investment advisers and insurance agencies and any applicable SRO, and the rules of the NYSE, the Philadelphia Stock Exchange, the International Stock Exchange, the Swiss Electronic Exchange or the Luxembourg Stock Exchange, (f) the approval of the Parent Shareholder Matters Merger by the requisite vote of the shareholders stockholders of Parentthe Company, (g) the filing expiration of any applicable waiting period under the Certificates of HSR Act or any consents, authorizations, approvals, filings or exemptions required by any other applicable antitrust law or merger regulation, including the EC Merger with the Secretary of State of the State of New York pursuant to the NYBCL and the Department of the Treasury of the State of New Jersey pursuant to the NJBCARegulation, (h) 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, additional consents and (j) such other filings, authorizations or approvals as may be set forth in Section 4.04 5.3 of the Parent Disclosure Schedule, (i) the filing of the Offer Circular with, and the approval of such Offer Circular by, the CSFS, the Luxembourg Stock Exchange and the Swiss Electronic Exchange, and (j) consents, authorizations, approvals, filings and registrations the failure of which to obtain or make would not be reasonably likely to result in a Material Adverse Effect on Parent or prevent or materially delay consummation of the Merger, the Offer or the Bank Merger, no consents consents, authorizations or approvals of or filings or registrations with any Governmental Entity or, of or with any other Person by Parent, are necessary in connection with (1x) the execution and delivery by Parent and Merger Sub of this Agreement, (2y) the consummation by Merger Sub of the Merger or by HSBC Bank USA of the Bank Merger or (z) the consummation by Parent or Offer Sub of the Merger and the other transactions contemplated hereby, (3) the execution and delivery by Parent’s Bank Offer. As of the Bank Merger Agreement and (4) date hereof, Parent has no reason to believe that any Requisite Regulatory Approvals will not be obtained or satisfied without imposition of a Burdensome Condition, as the consummation by Parent’s Bank of the Bank Merger and the other transactions contemplated therebycase may be.

Consents and Approvals. Except for (ai) the filing of applications applications, filings and notices, as applicable, with the FRB Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) under the BHC Act and the Office of the Superintendent of Financial Institutions (Canada) (“OSFI”) under the Bank Act (Canada) and approval of such applications applications, filings and notices, (bii) the filing of applications and any required applications, filings or notices, as applicable, with the FDIC Financial Industry Regulatory Authority (“FINRA”) and the approval of such applications applications, filings and notices, (c) the filing of applications and notices, as applicable, with the New Jersey Department and approval of such applications and notices, (diii) the filing with the SEC Securities and Exchange Commission (the “SEC”) of a proxy statement in definitive form relating to the meeting of Company’s stockholders to be held in connection with this Agreement and the transactions contemplated hereby (including any amendments or supplements thereto, the “Proxy Statement”), and of the S-4 (including registration statement on Form F-4 in which the Joint Proxy Statement/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 “F-4”) and the declaration by the SEC of effectiveness of the S-4F-4, (fiv) the filing of the Certificate of Merger with the Delaware Secretary pursuant to the DGCL, (v) the filing of any notices or other filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), (vi) the receipt of the FDIC’s consent required under any loss sharing agreement between Company or any of its Subsidiaries and the FDIC, (vii) 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 Parent Common Shares pursuant to this Agreement and (viii) the approval of the listing of such Parent Shareholder Matters by Common Shares and the requisite vote of New Parent Preferred Shares on the shareholders of Parent, (g) the filing of the Certificates of Merger with the Secretary of State of the State of New York pursuant to Stock Exchange (“NYSE”) and, in the NYBCL and the Department case of the Treasury of the State of New Jersey pursuant to the NJBCA, (h) approval of the listing of the such Parent Common Shares only, the Toronto Stock to be issued in Exchange (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, and (j) such other filings, authorizations or approvals as may be set forth in Section 4.04 of the Parent Disclosure Schedule“TSX”), no consents or approvals of or filings or registrations with any court or administrative agency or commission or other governmental authority or instrumentality or SRO (each a “Governmental Entity Entity”) are necessary in connection with (1A) the execution and delivery by Parent Company of this Agreement, Agreement or (2B) the consummation by Parent Company of the Merger and the other transactions contemplated hereby. As used in this Agreement, “SRO” means (3x) the execution and delivery by Parent’s Bank any “self regulatory organization” as defined in Section 3(a)(26) of the Bank Merger Agreement Securities Exchange Act of 1934, as amended (the “Exchange Act”) and (4y) the consummation by Parent’s Bank any other United States or foreign securities exchange, futures exchange, commodities exchange or contract market. As of the Bank date hereof, 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 therebyon a timely basis.

Consents and Approvals. Except for (a) the filing of applications applications, filings and notices, as applicable, with The NASDAQ Stock Market LLC (“NASDAQ”), (b) the filing of applications, filings and notices, as applicable, with the FRB Federal Reserve Board and approval of such applications and noticesapplications, (b) the filing of applications and notices, as applicable, with the FDIC and approval of such applications filings and notices, (c) the filing of applications applications, filings and notices, as applicable, with the New Jersey Office of the Comptroller of the Currency (the “OCC”), the FDIC and the Georgia Department of Banking and Finance and approval of such applications applications, filings and notices, (d) the filing of any required applications, filings or notices with any state banking authorities listed on Section 3.4 of the Company Disclosure Schedule or Section 4.4 of the Parent Disclosure Schedule and approval of such applications, filings and notices, (e) the filing with the Securities and Exchange Commission (the “SEC”) of a joint information statement/proxy statement in definitive form relating to the meeting of the Company’s shareholders to be held in connection with this Agreement and the transactions contemplated hereby (including any amendments or supplements thereto, the “Joint Information Statement/Proxy Statement”) (or, if applicable, the Information Statement and the Proxy Statement), and of the registration statement on Form S-4 in which the Joint Information Statement/Proxy Statement (or, if applicable, the Proxy Statement) will be included as a prospectus, to be filed with the SEC of the S-4 (including the Joint Proxy Statement/prospectus) by Parent in connection with the SEC transactions contemplated by this Agreement (the “S-4”) and the declaration by the SEC of effectiveness of the S-4, (f) the approval filing of the Parent Shareholder Matters by Georgia Articles of Merger with the requisite vote Georgia Secretary pursuant to the GBCC, the filing of the shareholders Delaware Certificate of ParentMerger with the Delaware Secretary pursuant to the DGCL and the filing of the Bank Merger Certificates, (g) such filings and approvals as are required to be made or obtained under the filing securities or “Blue Sky” laws of various states in connection with the issuance of the Certificates shares of Merger with the Secretary of State of the State of New York Parent Common Stock pursuant to the NYBCL this Agreement and the Department of the Treasury of the State of New Jersey pursuant to the NJBCA, (h) the approval of the listing of the such 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, and (j) such other filings, authorizations or approvals as may be set forth in Section 4.04 of the Parent Disclosure ScheduleNYSE, 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 Entity”) are necessary in connection with (1i) the execution and delivery by Parent the Company of this Agreement, Agreement or (2ii) the consummation by Parent the Company of the Merger and the other transactions contemplated hereby, hereby (3) including the execution and delivery by Parent’s Bank Merger). 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 Bank Merger Agreement and (4) the consummation by Parent’s Bank of the Bank Merger and the other transactions contemplated therebyon a timely basis.

Consents and Approvals. (a) Except for (a) the filing of applications and notices, as applicable, with the 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, (di) the filing with the SEC of a joint proxy statement in definitive form, or an amendment to the S-4 joint proxy statement previously delivered to shareholders of MCC and SIC (including 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 N- 14, or an amendment to the registration statement on Form N-14 previously filed with the SEC (such registration statement, whether new or amended, the “Form N-14 Registration Statement”), in which the Joint Proxy Statement/Prospectus will be included as a prospectus) with the SEC , and the declaration by the SEC of effectiveness of the S-4Form N-14 Registration Statement by the SEC, (f) the approval of the Parent Shareholder Matters by the requisite vote of the shareholders of Parent, (gii) the filing of the Certificates Certificate of Merger with the Delaware Secretary of State of the State of New York pursuant to the NYBCL DGCL and the Department filing of the Treasury 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 State of New Jersey pursuant to the NJBCANYSE, or any other applicable self-regulatory organization (“SRO”), (hiv) approval any notices or filings under the HSR Act and the expiration of the listing of the Parent Common Stock to be issued in the Merger on the NASDAQ Global Select Marketapplicable waiting periods, (iv) such filings and approvals as shall be are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with any applicable state securities bureaus the issuance of the shares of SIC Common Stock pursuant to this Agreement, (vi) receipt of the SEC Exemptive Relief, or commissions, and (jvii) such other filings, authorizations or approvals as may be set forth in on Section 4.04 4.4(a) of MCC Disclosure Schedule (the Parent 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 Governmental Entity are necessary in connection with (1) the execution and delivery by Parent MCC of this Agreement, (2) Agreement or the consummation by Parent MCC of the Merger and the other transactions contemplated hereby, (3) the execution and delivery by Parent’s Bank of the Bank Merger Agreement and (4) the consummation by Parent’s Bank of the Bank Merger and the other transactions contemplated therebythis Agreement.

Consents and Approvals. Except for (ai) filings of applications or notices with, and approvals or waivers by, the Office of Thrift Supervision (the “OTS”), the Office of the Massachusetts Commissioner of Banks and the Board of Bank Incorporation of the Commonwealth of Massachusetts relating to the Merger and the Bank Merger, (ii) the filing obtaining by Acquiror of applications and notices, as applicable, a letter from the MHPF to the Massachusetts Commissioner of Banks stating that Acquiror has made “satisfactory arrangements” with the FRB and approval of such applications and noticesMHPF, (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, (diii) the filing with the SEC of the S-4 (including the Joint Proxy Statement/prospectus) with the SEC Prospectus and the filing and declaration by the SEC of effectiveness of the S-4registration statement on 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, (f) the approval of the Parent Shareholder Matters by the requisite vote of the shareholders of Parent, (giv) the filing of the Certificates Certificate of Merger with the Secretary of State of the State of New York pursuant to the NYBCL and the Department of the Treasury of the State of New Jersey pursuant to the NJBCADelaware, (hv) approval the adoption of this Agreement by the listing of the Parent Common Stock to be issued in the Merger on the NASDAQ Global Select MarketRequired Company Vote, (ivi) such filings as shall be required to be made with any applicable state securities bureaus or commissions, the consents and (j) such other filings, authorizations or approvals as may be set forth in Section 4.04 5.4 of the Parent Acquiror Disclosure ScheduleLetter, (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 broker-dealers, investment companies and investment advisors and (viii) 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 Acquiror, no consents or approvals of of, or filings or registrations with with, any Governmental Entity or of or with any other third party by and on behalf of Acquiror are necessary in connection with (1A) the execution and delivery by Parent Acquiror of this Agreement, Agreement and (2B) the consummation by Parent Acquiror of the Merger and the other transactions contemplated herebyMerger, (3) the execution and delivery by Parent’s Bank of the Bank Merger Agreement and (4) the consummation by Parent’s Bank of the Bank Merger and the other transactions contemplated therebyhereby.

Consents and Approvals. (a) Except for (a) the filing of applications and notices, as applicable, with the 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, (di) the filing with the SEC of a joint proxy statement in definitive form (the S-4 “Joint Proxy Statement/Prospectus”) relating to the special meeting of MCC’s stockholders to be held in order to obtain MCC Stockholder Approval (including 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 N-14 (the “Form N-14 Registration Statement”) in which the Joint Proxy Statement/Prospectus will be included as a prospectus) with the SEC , and the declaration by the SEC of effectiveness of the S-4Form N-14 Registration Statement by the SEC, (f) the approval of the Parent Shareholder Matters by the requisite vote of the shareholders of Parent, (gii) the filing of the Certificates Certificate of Merger with the Delaware Secretary of State of the State of New York pursuant to the NYBCL DGCL and the Department filing of the Treasury 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 State of New Jersey pursuant to the NJBCANYSE, or any other applicable self-regulatory organization (“SRO”), (hiv) approval any notices, filings or consents of the listing of SBA required to keep the Parent Common Stock to be issued in SBA Debentures outstanding following the Merger on the NASDAQ Global Select MarketEffective Time, (iv) any notices or filings under the HSR Act and the expiration of applicable waiting periods, (vi) such filings and approvals as shall be are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with any applicable state securities bureaus the issuance of the shares of SIC Common Stock pursuant to this Agreement, (vii) receipt of the SEC Exemptive Relief, or commissions, and (jviii) such other filings, authorizations or approvals as may be set forth in on Section 4.04 4.4(a) of MCC Disclosure Schedule (the Parent Disclosure Scheduleforegoing (i) through (viii) 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 Governmental Entity are necessary in connection with (1) the execution and delivery by Parent MCC of this Agreement, (2) Agreement or the consummation by Parent MCC of the Merger and the other transactions contemplated hereby, (3) the execution and delivery by Parent’s Bank of the Bank Merger Agreement and (4) the consummation by Parent’s Bank of the Bank Merger and the other transactions contemplated therebythis Agreement.

Consents and Approvals. Except for (a) the filing of applications and notices, as applicable, with the FRB Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) under the Bank Merger Act and the BHC Act 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 noticesCompany Stockholder Approval, (c) the filing of applications and notices, as applicable, a notice with the New Jersey Department and approval of such applications and noticesOTS pursuant to 12 C.F.R. § 563.22(h)(1), (d) the receipt of the approval of the Director of the New Mexico Financial Institutions Division to convert the Bank from a federal savings association to a New Mexico state bank, (e) the filing and approval of applications with the SEC Director of the S-4 (including New Mexico Financial Institutions Division to, among other things, merge the Joint Proxy Statement/prospectus) with Bank into the SEC and the declaration by the SEC of effectiveness Buyer Bank immediately upon conversion of the S-4Bank to a New Mexico state bank, (f) the approval filing of Articles of Merger with the Public Regulation Commission of the Parent Shareholder Matters by State of New Mexico pursuant to the requisite vote of the shareholders of Parent, (g) NMBCA and the filing of the Certificates Certificate of Merger with the Secretary of State of the State of New York Delaware pursuant to the NYBCL and the Department of the Treasury of the State of New Jersey pursuant to the NJBCADGCL, (hg) approval the authorization to list shares of the listing of the Parent Buyer Common Stock to be issued in the Merger on the NASDAQ Global Select MarketNASDAQ, (h) the filing of this Agreement and the Bank Merger Agreement together with copies of the resolutions approving this Agreement and the Bank Merger Agreement, a certificate of the appropriate officers of the Company that shareholders voted to approve this Agreement and a certificate evidencing approval of the Subsidiary Merger by the sole shareholder of the Bank with the Director of Financial Institutions Division pursuant to the NMBA and the Public Regulation Commission of the State of New Mexico, (i) such filings as shall be required the filing with the SEC of a proxy statement in definitive form relating to the meeting of the stockholders of the Company (the “Proxy Statement/Prospectus”) and the filing and declaration of effectiveness of the registration statement on Form S-4 covering all of the shares of Buyer Common Stock to be made with issued in the Merger in which the Proxy Statement/Prospectus will be included as a prospectus (“S-4”) and any filings or approvals under applicable state securities bureaus or commissionslaws, and (j) such other filings, authorizations or approvals as may be set forth in Section 4.04 3.4 of the Parent Company Disclosure Schedule, and (k) consents, approvals, filings or registrations the failure of which to be obtained or made will not have and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, 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 Entity”) or with any third party are necessary in connection with (1i) the execution and delivery by Parent the Company or the Bank of this Agreement, Agreement or (2ii) the consummation by Parent the Company or the Bank of the Merger and the other transactions contemplated hereby, (3) the execution and delivery by Parent’s Bank of the Bank Merger Agreement and (4) the consummation by Parent’s Bank of the Bank Merger and the other transactions contemplated thereby.

Consents and Approvals. Except for (ai) the filing approvals of applications (A) the Merger by the OTS under HOLA, (B) the Savings Bank Merger by the FDIC under the Bank Merger Act and noticesby the Superintendent under the New York banking law and (C) the payment of a dividend from Independence Bank to ICBC in an amount sufficient to pay the aggregate cash consideration and related payments by the Superintendent under Section 112 of the New York banking law and by the OTS under 12 C.F.R. Section 563.143, as applicable, with the FRB and (ii) approval of such applications and noticesthe listing of the ICBC Common Stock to be issued in the Merger on the Nasdaq National Market System, (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, (diii) the filing with the SEC of the S-4 (including the Joint Proxy Statement/prospectus) with the SEC Prospectus and the filing and declaration by the SEC of effectiveness of the S-4, (f) the approval of the Parent Shareholder Matters by the requisite vote of the shareholders of Parent, (giv) the filing of the Certificates Certificate of Merger with the Secretary of State of the State of New York Delaware pursuant to the NYBCL and the Department of the Treasury of the State of New Jersey pursuant to the NJBCADGCL, (hv) approval the adoption of this Agreement by the listing of Required SIB Vote and by the Parent Common Stock to be issued in the Merger on the NASDAQ Global Select MarketRequired ICBC Vote, (ivi) such filings as shall be required to be made with any applicable state securities bureaus or commissions, the consents and (j) such other filings, authorizations or approvals as may be set forth in Section 4.04 5.4 of the Parent ICBC Disclosure Schedule, (vii) any notices or filings under the HSR Act and (viii) the consents and approvals of third parties which are not Governmental Entities, 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 ICBC, no consents or approvals of of, or filings or registrations with with, any Governmental Entity or any third party are necessary in connection with (1A) the execution and delivery by Parent ICBC of this Agreement, Agreement and (2B) the consummation by Parent ICBC of the Merger and the other transactions contemplated hereby, (3) the execution and delivery by Parent’s Bank of the Bank Merger Agreement and (4) the consummation by Parent’s Bank of the Bank Merger and the other transactions contemplated thereby.

Consents and Approvals. Except for (ai) the filing of applications applications, filings and notices, as applicable, with the FRB and approval of such applications and noticesNASDAQ, (bii) the filing of applications applications, filings and notices, as applicable, with the FDIC Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) under the BHC Act and approval of such applications applications, filings and notices, (ciii) the filing of applications and noticesany required applications, as applicable, filings or notices with the New Jersey Department Bureau of Financial Institutions of the Virginia State Corporation Commission (the “Bureau of Financial Institutions”) and any state banking authorities listed on Section 3.4 of the Xenith Disclosure Schedule or Section 4.4 of the HRB Disclosure Schedule and approval of such applications applications, filings and notices, (div) the filing with the SEC Securities and Exchange Commission (the “SEC”) of a joint proxy statement in definitive form relating to the meetings of Xenith’s and HRB’s shareholders to be held in connection with this Agreement and the transactions contemplated hereby (including any amendments or supplements thereto, the “Joint Proxy Statement”), and of the registration statement on Form S-4 (including in which the Joint Proxy Statement/Statement will be included as a prospectus) , to be filed with the SEC by HRB in connection with the transactions contemplated by this Agreement (the “S-4”) and the declaration by the SEC of effectiveness of the S-4, (f) the approval of the Parent Shareholder Matters by the requisite vote of the shareholders of Parent, (gv) the filing of the Certificates Articles of Merger with the Secretary of State of the State of New York VSCC pursuant to the NYBCL VSCA and the Department filing of the Treasury Bank Merger Certificates, and (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 State shares of New Jersey HRB Common Stock pursuant to this Agreement and the NJBCA, (h) approval of the listing of the Parent such HRB 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, and (j) such other filings, authorizations or approvals as may be set forth in Section 4.04 of the Parent Disclosure ScheduleNASDAQ, 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 Entity”) are necessary in connection with (1A) the execution and delivery by Parent Xenith of this Agreement, Agreement or (2B) the consummation by Parent Xenith of the Merger and the other transactions contemplated herebyhereby (including the Bank Merger, (3) the execution HRB Bank Payment and delivery by Parent’s the Xenith Bank Payment)). As of the date hereof, Xenith is not aware of any reason why the necessary regulatory approvals and consents will not be received by Xenith to permit consummation of the Merger and Bank Merger Agreement and (4) the consummation by Parent’s Bank of the Bank Merger and the other transactions contemplated therebyon a timely basis.

Consents and Approvals. Except for (ai) the filing of applications applications, filings and notices, as applicable, with the FRB and approval of such applications and noticesNYSE, (bii) the filing of applications applications, filings and notices, as applicable, with the FDIC Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) under the BHC Act and approval of such applications applications, filings and notices, (ciii) the filing of applications applications, filings and notices, as applicable, with the New Jersey Department Office of the Comptroller of the Currency (the “OCC”) in connection with the Bank Merger, including under the Bank Merger Act, and approval of such applications applications, filings and notices, (div) the filing of any required applications, filings or notices with any state banking authorities listed on Section 3.4 of the Xxxxxx Valley Disclosure Schedule or Section 4.4 of the Sterling Disclosure Schedule and approval of such applications, filings and notices, (v) the filing with the SEC Securities and Exchange Commission (the “SEC”) of a joint proxy statement in definitive form relating to the meetings of Xxxxxx Valley’s and Sterling’s stockholders to be held in connection with this Agreement and the transactions contemplated hereby (including any amendments or supplements thereto, the “Joint Proxy Statement”), and of the registration statement on Form S-4 (including in which the Joint Proxy Statement/Statement will be included as a prospectus) , to be filed with the SEC by Sterling in connection with the transactions contemplated by this Agreement (the “S-4”) and the declaration by the SEC of effectiveness of the S-4, (f) the approval of the Parent Shareholder Matters by the requisite vote of the shareholders of Parent, (gvi) the filing of the Certificates of Merger with the Secretary of State of the State of New York State Department pursuant to the NYBCL and the Department of the Treasury of the State of New Jersey Delaware Secretary pursuant to the NJBCADGCL and the filing of the Bank Merger Certificates, (hvii) 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 Sterling Common Stock pursuant to this Agreement and the approval of the listing of the Parent such Sterling 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 commissionsNYSE, and (jviii) such other filings, authorizations or approvals as may be set forth in Section 4.04 the written approval of the Parent Disclosure ScheduleFinancial Industry Regulatory Authority, Inc. (“FINRA”), for the transactions contemplated by this Agreement pursuant to NASD Rule 1017 (the “FINRA Approval”), 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 Entity”) are necessary in connection with (1A) the execution and delivery by Parent Xxxxxx Valley of this Agreement, Agreement or (2B) the consummation by Parent Xxxxxx Valley of the Merger and the other transactions contemplated hereby, hereby (3) including the execution and delivery by Parent’s Bank Merger). As of the date hereof, Xxxxxx Valley 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 Bank Merger Agreement and (4) the consummation by Parent’s Bank of the Bank Merger and the other transactions contemplated therebyon a timely basis.

Consents and Approvals. Except for (ai) the filing filings of applications and noticesnotices with, as applicablereceipt of approvals or no objections from, and the expiration of related waiting periods required by, federal and state banking authorities, including filings and notices with the FRB Federal Reserve, the OCC and approval of such applications and noticesthe Banking Commissioner, (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, (dii) the filing with the SEC of a joint proxy statement in definitive form relating to the S-4 (including meetings of the Joint Proxy Statement/prospectus) Company’s and Purchaser’s stockholders to be held in connection with the SEC this Agreement and the transactions contemplated hereby and of the Registration Statement in which such proxy statement will be included as a prospectus, and declaration by the SEC of effectiveness of the S-4Registration Statement, (f) the approval of the Parent Shareholder Matters by the requisite vote of the shareholders of Parent, (giii) the filing of the Certificates Articles of Merger with the Secretary of State of the State of New York Maryland Department pursuant to the NYBCL and the Department of the Treasury of the State of New Jersey pursuant to the NJBCAMGCL, (hiv) approval filing with the Nasdaq Stock Market of a notification of the listing of the Parent shares of Purchaser Common Stock to be issued in the Merger on the NASDAQ Global Select Market, Merger; (iv) such filings and approvals as shall be are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with any applicable state securities bureaus or commissions, the issuance of shares of Purchaser Common Stock pursuant to this Agreement; and (jvi) such other filings, authorizations and the execution and delivery by the Company and the relevant trustees or approvals as may be agents of supplemental indentures and relevant documents under the provisions of the Company’s trust preferred securities instruments and the Company and its Subsidiaries’ debt indentures set forth in on Section 4.04 5.17 of the Parent Company’s Disclosure ScheduleSchedules, no consents or approvals of of, or filings or registrations with with, any Governmental Entity or any third party are required to be made or obtained by the Company in connection with (1) the execution and delivery by Parent the Company of this Agreement, (2) Agreement or the consummation by Parent the Company of the Merger and the other transactions contemplated herebyby this Agreement, (3) including the execution and delivery by Parent’s Bank Merger. As of the Bank Merger Agreement and (4) date hereof, the consummation by Parent’s Bank Company has no knowledge of any reason pertaining to the Company why any of the Bank Merger and approvals referred to in this Section 3.2(f) should not be obtained without the other transactions contemplated therebyimposition of any material condition or restriction described in Section 6.2(e).

Consents and Approvals. Except for (a) the filing of applications and notices, as applicable, with the FRB 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 with the SEC Securities and Exchange Commission (the “SEC”) of a joint proxy statement in definitive form relating to the meetings of the S-4 Company’s shareholders and Parent’s shareholders to be held in connection with this Agreement and the transactions contemplated hereby (including the Joint “Proxy Statement/prospectus”) with the SEC and the filing and declaration by the SEC of effectiveness 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, (fe) the approval of this Agreement and the Parent Shareholder Matters Merger by the requisite vote of the shareholders of Parentthe Company, (gf) the filing of the Certificates Certificate of Merger with the Secretary of State of the State of New York pursuant to the NYBCL and the Department of the Treasury of the State of New Jersey pursuant to the NJBCABCA, (hg) approval of the listing of the Parent Common Stock to be issued in the Merger on the NASDAQ Global Select Market, (ih) such filings as shall be required to be made with any applicable state securities bureaus or commissions, (i) such consents, authorizations or approvals as shall be required under the Environmental Laws and (j) such other filings, authorizations or approvals as may be set forth in Section 4.04 3.4 of the Parent 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 Entity”) or with any third party are necessary on behalf of the Company or the Company’s Bank in connection with (1) the execution and delivery by Parent the Company of this Agreement, (2) the consummation by Parent the Company of the Merger and the other transactions contemplated hereby, (3) the execution and delivery by Parentthe Company’s Bank of the Bank Merger Agreement and (4) the consummation by Parentthe Company’s Bank of the Bank Merger and the other transactions contemplated thereby.

Consents and Approvals. Except for (ai) the filing of applications and notices, as applicable, applicable with the FRB Federal Reserve Board under the Bank Holding Company Act of 1956, as amended and Bank Merger Act and the approval of such applications and notices, (bii) the filing of applications and notices, as applicable, with the FDIC F.D.I.C. under the Bank Merger Act and approval of such applications and noticesapplications, (ciii) the filing of applications and notices, as applicable, with the New Jersey Department and approval of such applications and noticesstate banking approvals, (div) the filing with the SEC of the S-4 (including the Joint Proxy Statement/prospectus) with the SEC a proxy statement and the declaration by the SEC of effectiveness of the S-4, (fv) the approval of this agreement by Purchaser as the Parent Shareholder Matters by the requisite vote sole stockholder of the shareholders of ParentNewco, (gvi) the filing of the Certificates Articles of Merger with the Secretary of State of the State Commonwealth of New York pursuant to the NYBCL and the Department of the Treasury of the State of New Jersey pursuant to the NJBCAMassachusetts, (h) approval of the listing of the Parent Common Stock to be issued in the Merger on the NASDAQ Global Select Market, (ivii) such filings and approvals as shall be are required to be made or obtained under securities or blue sky laws of various states in connection with any applicable state securities bureaus or commissions, and the issuance of the shares of Purchaser Common Stock pursuant to this Agreement; (jviii) such other filings, authorizations or approvals as may be set forth in Section 4.04 3.21 of the Parent Purchaser Disclosure Schedule, no consents or approvals of or filings or registrations with any Governmental Entity governmental entity or any third party are necessary in connection with (1) the execution and delivery by Parent Purchaser and Newco of this Agreement, (2) the consummation by Parent Purchaser and Newco of the Merger and the other transactions contemplated hereby, (3) the execution and delivery by Parent’s Bank Newco of the Bank Merger Agreement and (4) consummation of transactions contemplated by the consummation by Parent’s Bank Merger Agreement. The affirmative vote of the Bank Merger holders of the shares of Purchaser Common Stock is not required to approve this Agreement or the transactions contemplated hereby. Purchaser hereby represents to Company that it has no reason to believe that it would be unable to obtain each and every required consent and approval referred to in this SECTION 3.21. The Purchaser will endeavor to obtain such consents and approvals so that the transactions contemplated by this Agreement and the other transactions contemplated therebyMerger Agreement may be consummated on or prior to February 28, 1996.

Consents and Approvals. Except for (ai) filings of applications and notices with, and receipt of consents, authorizations, approvals, exemptions or nonobjections from, the Securities and Exchange Commission (the “SEC”), NYSE, 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 applications and noticesany other required applications, as applicable, filings or notices with the FRB Board of Governors of the Federal Reserve System (the “Federal Reserve”), 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 or non-objection to such applications applications, filings and noticesnotices (taken together with the items listed in clause (i), the “Regulatory Approvals”), (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, (diii) the filing with the SEC of a joint proxy statement in definitive form relating to the meeting of Company’s stockholders to be held in connection with this Agreement and the transactions contemplated by this Agreement (the “Joint Proxy Statement”) and of a registration statement on Form S-4 (including the “Form S-4”) in which the Joint Proxy Statement/Statement will be included as a prospectus) with the SEC , and the declaration by the SEC of effectiveness of the S-4Form S-4 and the filing and effectiveness of the registration statement contemplated by Section 6.1(a), (f) the approval of the Parent Shareholder Matters by the requisite vote of the shareholders of Parent, (giv) the filing of the Certificates Articles of Merger with the Department of State of the Commonwealth of Pennsylvania and the filing of a certificate of merger with the Secretary of State of the State of New York pursuant to the NYBCL and the Department of the Treasury of the State of New Jersey pursuant to the NJBCADelaware, (hv) approval any notices or filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the listing of the Parent Common Stock to be issued in the Merger on the NASDAQ Global Select Market, “HSR Act”) and (ivi) such filings and approvals as shall be are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with any applicable state securities bureaus or commissions, and (j) such other filings, authorizations or approvals as may be set forth in Section 4.04 the issuance of the Parent Disclosure Scheduleshares of Purchaser Common Stock pursuant to this Agreement and approval of listing of such Purchaser Common Stock on the NYSE, no consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with (1) the execution and delivery by Parent of this Agreement, (2) the consummation by Parent Company of the Merger and the other transactions contemplated hereby, (3) by this Agreement. No consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with the execution and delivery by Parent’s Bank Company of this Agreement. As of the Bank Merger Agreement date hereof, Company is not aware of any reason why the necessary regulatory approvals and (4) the consents will not be received in order to permit consummation by Parent’s Bank of the Bank Merger and the other transactions contemplated therebyMerger.

Consents and Approvals. Except for (ai) filings of applications and notices with, and receipt of consents, authorizations, approvals, exemptions or nonobjections from, the Securities and Exchange Commission (the “SEC”), NYSE, non-U.S. and state securities authorities, the Financial Industry Regulatory Authority (“FINRA”), the Commodities and Futures Trading Commission (“CFTC”), the Federal Energy Regulatory Commission (“FERC”), applicable securities, commodities and futures exchanges, the United Kingdom Financial Services Authority (“FSA”), and other industry self-regulatory organizations (“SRO”), (ii) the filing of applications and noticesan application (the “BHCA Application”) with the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) under Section 4 of the Bank Holding Company Act of 1956, as applicable, with amended (the FRB “BHC Act”) and approval of such applications and noticesapplication, (biii) the filing of any required applications and notices, as applicable, with the FDIC Federal Deposit Insurance Corporation (the “FDIC”), the Utah Department of Financial Institutions, the New York State Banking Division and any other non-U.S., federal or state banking, consumer finance, mortgage banking, 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”) and approval of or non-objection to such applications applications, filings and noticesnotices (taken together with the items listed in clauses (i) and (ii), the “Regulatory Approvals”), (c) the filing of applications and notices, as applicable, with the New Jersey Department and approval of such applications and notices, (div) the filing with the SEC of a Proxy Statement in definitive form relating to the respective meetings of Company’s and Parent’s stockholders to be held in connection with this Agreement and the transactions contemplated by this Agreement (the “Joint Proxy Statement”) and of a registration statement on Form S-4 (including the “Form S-4”) in which the Joint Proxy Statement/Statement will be included as a prospectus) with the SEC , and the declaration by the SEC of effectiveness of the Form S-4, (f) the approval of the Parent Shareholder Matters by the requisite vote of the shareholders of Parent, (gv) the filing of the Certificates Certificate of Merger with the Secretary of State of the State of New York Delaware pursuant to the NYBCL DGCL, (vi) any notices to or filings with the Small Business Administration (the “SBA”), (vii) any notices or filings required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) and the Department antitrust laws and regulations of the Treasury of the State of New Jersey pursuant to the NJBCA, any non-U.S. jurisdiction and (h) approval of the listing of the Parent Common Stock to be issued in the Merger on the NASDAQ Global Select Market, (iviii) such filings and approvals as shall be are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with any applicable state securities bureaus or commissions, and (j) such other filings, authorizations or approvals as may be set forth in Section 4.04 the issuance of the shares of Parent Disclosure ScheduleCommon 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 Governmental Entity are necessary in connection with (1) the execution and delivery by Parent of this Agreement, (2) the consummation by Parent Company of the Merger and the other transactions contemplated hereby, (3) by this Agreement or the Stock Option Agreement. No consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with the execution and delivery by Parent’s Bank Company of this Agreement or the Bank Merger Agreement and (4) the consummation by Parent’s Bank of the Bank Merger and the other transactions contemplated therebyStock Option Agreement.

Consents and Approvals. Except for (a) the filing by FNB of applications and notices, as applicable, with the FRB Federal Reserve Board under the BHC Act, and the Federal Reserve Act, as amended, and the Pa DOB under the Pennsylvania Banking Code of 1965, and approval of such applications and notices, (b) and, in connection with the Bank Merger, the filing of applications and notices, as applicable, with the FDIC and approval the Office of such applications and noticesthe Comptroller of the Currency (“OCC”), (c) the filing of applications and notices, as applicable, with the New Jersey Department and approval of such applications and notices, (db) the filing with the SEC Securities and Exchange Commission of a joint proxy statement in definitive form relating to the meeting of MBI’s shareholders to be held in connection with this Agreement (the “Joint Proxy Statement”) and of a registration statement on Form S-4 (including the “Registration Statement”) in which the Joint Proxy Statement/Statement will be included as a prospectus) with the SEC , and the declaration by the SEC of effectiveness of the S-4Registration Statement, (f) the approval of the Parent Shareholder Matters by the requisite vote of the shareholders of Parent, (gc) the filing of the Certificates a Statement of Merger with with, and its acceptance for record by, the Secretary of State of the Commonwealth of Pennsylvania pursuant to the ETL, the filing of Articles of Merger with, and their acceptance for record by, the Secretary of State of the State of New York Florida pursuant to the NYBCL FBCA, and the Department filing of the Treasury Bank Merger Certificates, (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 the State shares of New Jersey FNB Common Stock pursuant to the NJBCAthis Agreement, (h) and approval of the listing on the NYSE of the Parent such shares of FNB Common Stock to be issued issuable 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, and (je) such other filings, authorizations or approvals as may be set forth in Section 4.04 the receipt of the Parent Disclosure ScheduleRequisite MBI Vote, no consents or approvals of of, or filings or registrations with any court, administrative agency or commission or other governmental authority or instrumentality of any federal, state, local or foreign government (each, a “Governmental Entity Entity”) or any industry self-regulatory organization, including the Financial Industry Regulatory Authority, Inc. (“SRO”), are necessary in connection with (1i) the execution and delivery by Parent MBI of this Agreement, Agreement and (2ii) the consummation by Parent MBI of the Merger and the other transactions contemplated herebythis Agreement contemplates. No event has occurred, (3) nor has any circumstance arisen, that, to the execution and delivery by Parent’s Bank knowledge of MBI, would reasonably be likely, either individually or together with any other event or circumstance, to impair the ability to obtain or materially delay the receipt of the Bank Merger Agreement and (4) Requisite Regulatory Approvals on a timely basis or result in the consummation by Parent’s Bank imposition of the Bank Merger and the other transactions contemplated therebya Materially Burdensome Regulatory Condition.

Consents and Approvals. Except for (ai) the approval of this Agreement with respect to the Migratory Merger by the Required Banknorth Vote, (ii) the adoption of this Agreement with respect to the Mergers by the Banknorth Delaware Required Vote, (iii) approval of the listing of the TD Common Shares to be issued in the Acquisition Merger on the Toronto Stock Exchange and the New York Stock Exchange, (iv) approval of the listing of the Banknorth Delaware Common Stock to be issued in the Migratory Merger on the New York Stock Exchange, (v) the filing of applications and notices, as applicable, with the FRB Federal Reserve Board under the BHC Act 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, (dvi) the filing with the SEC of the S-4 (including the Joint Proxy Statement/prospectus) with the SEC Prospectus and the filing with, and declaration by of effectiveness by, the SEC of effectiveness of the S-4Registration Statement in which the Proxy Statement/Prospectus will be included as a prospectus and any related filings or approvals under applicable state securities or blue sky laws, (f) the approval of the Parent Shareholder Matters by the requisite vote of the shareholders of Parent, (gvii) the filing of the Migratory Merger Certificates and the Certificate of Merger with the Secretary Secretaries of State of the State States of New York Maine and Delaware, as applicable, pursuant to the NYBCL MBCA and the Department of the Treasury of the State of New Jersey pursuant to the NJBCADGCL, as applicable, (hviii) 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, consents and (j) such other filings, authorizations or approvals as may be set forth in Section 4.04 4.4 of the Parent TD Disclosure Schedule, (ix) any notices or filings under the HSR Act, (x) the OSFI Approval, (xi) the State Banking Approvals, (xii) consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal or state securities laws relating to the regulation of broker-dealers, investment companies and investment advisors, (xiii) such filings, notifications and approvals as are required under the SBIA and the rules and regulations of the SBA thereunder and (xiv) the consents and approvals of third parties which are not Governmental Entities, 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 Banknorth or TD, no consents or approvals of of, or filings or registrations with with, any Governmental Entity or with any other third party are necessary in connection with (1A) the execution and delivery by Parent TD and Berlin Mergerco of this AgreementAgreement and the execution, delivery and performance by TD of the Stockholders Agreement and (2B) the consummation by Parent TD and Berlin Mergerco of the Acquisition Merger and the other transactions contemplated hereby, (3) the execution and delivery by Parent’s Bank of the Bank Merger Agreement and (4) the consummation by Parent’s Bank of the Bank Merger and the other transactions contemplated thereby.

Consents and Approvals. Except 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 the execution and delivery by HBE of this Agreement, the Plan of Merger and the HBE Stock Option Agreement and the consummation by HBE of the Merger and the other transactions contemplated hereby and thereby except for (a) the filing by SFS of applications and notices, as applicable, an application with the FRB Federal Reserve Board under The Bank Holding Company Act and the approval of such applications and noticesapplication (the "Federal Reserve Application"), (b) the filing of applications and notices, as applicable, with the FDIC Securities and approval Exchange Commission (the "SEC") of a joint proxy statement in definitive form relating to the meetings of HBE's and SFS's shareholders to be held in connection with this Agreement and the Plan of Merger and the transactions contemplated hereby and thereby (the "Joint Proxy Statement") and the registration statement on Form S-4 (the "S-4") in which such applications and noticesJoint Proxy Statement will be included as a prospectus, (c) the filing of applications and notices, as applicable, Articles of Merger with the New Jersey Wisconsin Department under the WBCL and approval of such applications and notices, (d) the filing with the SEC of the S-4 (including the Joint Proxy Statement/prospectus) with the SEC and the declaration by the SEC of effectiveness of the S-4, (f) the approval of the Parent Shareholder Matters by the requisite vote of the shareholders of Parent, (g) the filing of the Certificates a Certificate of Merger with the Secretary of State of the State of New York pursuant to the NYBCL and the Department of the Treasury of the State of New Jersey pursuant to the NJBCADelaware, (h) approval of the listing of the Parent Common Stock to be issued in the Merger on the NASDAQ Global Select Market, (id) such filings and approvals as shall be are required to be made or obtained under the securities or "Blue Sky" laws of various states in connection with any applicable state securities bureaus or commissionsthe issuance of the shares of SFS Common Stock pursuant to this Agreement and the Plan of Merger, (e) the approval of this Agreement and the Plan of Merger by the requisite vote of the shareholders of HBE and SFS, and (jf) such other filings, authorizations any necessary filings with the Office of Thrift Supervision or approvals as may be set forth in Section 4.04 of the Parent Disclosure Schedule, no consents or approvals of or filings or registrations with any Governmental Entity in connection with (1) the execution and delivery by Parent of this Agreement, (2) the consummation by Parent of the Merger and the other transactions contemplated hereby, (3) the execution and delivery by Parent’s Bank of the Bank Merger Agreement and (4) the consummation by Parent’s Bank of the Bank Merger and the other transactions contemplated therebystate regulatory agencies.

Consents and Approvals. Except for (a) the filing of applications applications, filings and notices, as applicable, with the FRB under the BHC Act and approval of such applications the applications, filings and notices, (b) the filing of applications any required applications, filings and notices, as applicable, with the FDIC FDIC, and approval of such applications the applications, filings, and notices, (c) the filing of applications any required applications, filings, and notices, as applicable, with any governmental agency that has authority over the mortgage production and sale business of KTYB (inclusive of Xxxxxx Xxx and Xxxxxxx Mac), and approval of the applications, filings, and notices, (d) the filing of applications, filings and notices, as applicable, with the New Jersey Kentucky Department of Financial Institutions (“KDFI”) in connection with the Merger and the Bank Merger and approval of such applications the applications, filings and notices, (de) the filing with the SEC Securities and Exchange Commission (the “SEC”) of the registration statement on Form S-4 (including the Joint Proxy Statement/prospectus) to be filed with the SEC by SYBT in connection with the transactions contemplated by this Agreement (the “S-4”) (in which the proxy statement in definitive form relating to the meeting of KTYB’s shareholders to be held in connection with this Agreement and the transactions contemplated hereby (including any amendments or supplements thereto, the “Proxy Statement”) will be included as a prospectus), and declaration by the SEC of the effectiveness of the S-4, (f) the approval filing of the Parent Shareholder Matters by Articles of Merger with the requisite vote Kentucky Secretary pursuant to the KBCA, and the filing of the shareholders of ParentBank Merger Certificates, (g) any other filings and approvals as are required to be made or obtained under the filing securities or “Blue Sky” laws of various states in connection with the issuance of the Certificates shares of Merger with the Secretary of State of the State of New York SYBT Common Stock pursuant to the NYBCL and the Department of the Treasury of the State of New Jersey pursuant to the NJBCAthis Agreement, (h) approval the filing of applications, filings and notices, as applicable, with any self-regulatory organization (“SRO”), (i) any approvals and notices required with respect to the listing of the Parent SYBT Common Stock to be issued in as part of the Merger on Consideration under the NASDAQ Global Select Market, (i) such filings as shall be required to be made with any applicable state securities bureaus or commissionsrules of NASDAQ, and (j) such other filings, authorizations or approvals as may be set forth in Section 4.04 the approval of the Parent Disclosure ScheduleNevada Division of Insurance with respect to the change in control of KTYB’s wholly-owned captive insurance subsidiary, KBI Insurance Company, Inc. (the “Captive Subsidiary”), no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental authority, instrumentality, Regulatory Agency, or SRO (each a “Governmental Entity Entity”) are necessary in connection with (1) the execution and delivery by Parent KTYB of this Agreement, Agreement or (2) the consummation by Parent KTYB of the Merger and the other transactions contemplated herebyhereby (including the Bank Merger). As of the date hereof, (3) KTYB is not aware of any reason why the execution necessary regulatory approvals and delivery by Parent’s Bank consents will not be received in order to permit consummation of the Merger and the Bank Merger Agreement and (4) the consummation by Parent’s Bank of the Bank Merger and the other transactions contemplated therebyon a timely basis.

Consents and Approvals. Except for (ai) filings of applications and notices with, and receipt of consents, authorizations, approvals, exemptions or nonobjections from, the Securities and Exchange Commission (the “SEC”), the NYSE, state securities authorities, the Financial Industry Regulatory Authority, the Securities Investor Protection Corporation, applicable securities, commodities and futures exchanges, and other industry self-regulatory organizations (each, an “SRO”), (ii) the filing of applications and noticesany other required applications, as applicable, filings or notices with the FRB and approval Board of such applications and noticesGovernors of the Federal Reserve System (the “Federal Reserve”), (b) the filing OTS, the FDIC, the Office of applications and noticesthe State Bank Commissioner of the State of Delaware, 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 of Banking and Insurance, the New York State Banking Department, 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 or non-objection to such applications applications, filings and noticesnotices (taken together with the items listed in clause (i), the “Regulatory Approvals”), (diii) the filing with the SEC of a Proxy Statement in definitive form relating to the S-4 meeting of the Company’s stockholders to be held in connection with this Agreement and the transactions contemplated hereby (including together with any supplements or amendments thereto, the Joint “Proxy Statement/”) and of a registration statement on Form S-4 with respect to the Merger (the “Form S-4”) in which the Proxy Statement will be included as a prospectus) with the SEC , and the declaration by the SEC of effectiveness of the Form S-4, (f) the approval of the Parent Shareholder Matters by the requisite vote of the shareholders of Parent, (giv) the filing of the Certificates Certificate of Merger with the Secretary of State of the State of New York Delaware pursuant to the NYBCL and the Department of the Treasury of the State of New Jersey pursuant to the NJBCADGCL, (hv) approval of any notices to or filings with the listing of the Parent Common Stock to be issued in the Merger on the NASDAQ Global Select MarketSmall Business Administration, (ivi) such filings and approvals as shall be are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with any applicable state securities bureaus or commissionsthe issuance of the shares of Parent Common Stock pursuant to this Agreement and approval of listing of such Parent Common Stock on the NYSE, and (jviii) such other filings, authorizations or the consents and approvals as may be set forth in Section 4.04 of third parties that are not Governmental Entities required to consummate the Parent Disclosure ScheduleMerger, no consents or approvals of or notices to or filings or registrations with any Governmental Entity or other third party are necessary in connection with the (1A) the execution and delivery by Parent of this Agreement, Agreement and (2B) the consummation by Parent the Company of the Merger and the other transactions contemplated hereby, (3) the execution and delivery by Parent’s Bank this Agreement. As of the Bank Merger Agreement and (4) date hereof, the consummation by Parent’s Bank Company is not aware of any reason why the Bank Merger and the other transactions contemplated therebyRequisite Regulatory Approvals will not be received on a timely basis.

Consents and Approvals. (a) Except for (ai) the filing of applications and notices, as applicable, as to the Merger and the Bank Merger with the FRB under the BHCA and the Office of Thrift Supervision ("OTS") under the Home Owners Loan Act of 1933 ("HOLA") and the Bank Merger Act and approval of such applications and notices, (bii) the filing of any required applications and notices, as applicable, or notices with the FDIC and OTS as to the subsidiary activities of Derby which become service corporation or operating subsidiaries of Xxxxxxx Bank and approval of such applications and notices, (ciii) the filing of applications and notices, as applicable, notices with the New Jersey Department Banking Commissioner of the State of Connecticut (the "Connecticut Commissioner") and approval of such applications and noticesnotices as to the Merger and the Bank Merger (the "State Banking Approvals"), (div) the filing with the Connecticut Commissioner of an acquisition statement pursuant to Section 36a-184 of the Banking Law of the State of Connecticut prior to the acquisition of more than 10% of the DS Bancor Common Stock pursuant to the Option Agreement, if not exempt, (v) the filing with the SEC of a registration statement on Form S-4 to register the S-4 shares of Xxxxxxx Common Stock to be issued in connection with the Merger (including the Joint shares of Xxxxxxx Common Stock that may be issued upon the exercise of the options referred to in Section 1.6 hereof), which will include the joint proxy statement/prospectus to be used in soliciting the approval of DS Bancor's shareholders at a special meeting to be held in connection with this Agreement and the transactions contemplated hereby (the "Proxy Statement/prospectus) with the SEC and the declaration by the SEC of effectiveness of the S-4Prospectus"), (fvi) the approval of the Parent Shareholder Matters this Agreement by the requisite vote of the shareholders of ParentDS Bancor, (gvii) the approval for the issuance of Webster Common Stock hereunder by a majority of shares of Webster Common Stock voted at a meeting of Xxxxxxx shareholders at which a quorum is present, (viii) the filing of the Certificates Certificate of Merger with the Secretary of State of the State of New York pursuant to the NYBCL and the Department of the Treasury of the State of New Jersey pursuant to the NJBCADGCL, (hix) approval of the listing of filings required by the Parent Common Stock to be issued in the Bank Merger on the NASDAQ Global Select MarketAgreement, (ix) such the filings as shall be required to be made with any applicable state securities bureaus or commissionsfor the Subsidiary Merger, and (jxi) such other filings, authorizations or approvals as may be set forth in Section 4.04 3.4 of the Parent DS Bancor 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 Entity"), or with any third party are necessary in connection with (1) the execution and delivery by Parent DS Bancor of this Agreement and the Option Agreement, (2) the consummation by Parent DS Bancor of the Merger and the other transactions contemplated hereby, (3) the execution and delivery by Parent’s Bank Derby of the Bank Merger Agreement and Agreement, (4) the consummation by Parent’s Bank DS Bancor of the Option Agreement; and (5) the consummation by Derby of the 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 a material adverse effect on the ability of Webster to consummate the transactions contemplated hereby.

Consents and Approvals. Except for (a) the filing of applications and or notices, as applicable, with the FRB 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 applications and or notices, (b) the filing of applications and notices, as applicable, an application with the FDIC under the Bank Merger Act and approval of such applications and noticesapplication, (c) the filing of applications and or notices, as applicable, with the New Jersey Department Office of Thrift Supervision (the "OTS") and the approval of such applications and or notices, (d) the filing of applications or notices, as applicable, with the Commissioner of Financial Regulation of the State of Maryland (the "Commissioner") and approval of such applications or notices, (e) the filing with the SEC of a joint proxy statement in definitive form relating to the S-4 meetings of the Company's stockholders and Buyer's stockholders to be held in connection with this Agreement and the transactions contemplated hereby (including the Joint "Proxy Statement/prospectus) with the SEC and the declaration by the SEC of effectiveness of the S-4"), (f) the approval of the Parent Shareholder Matters this Agreement by the requisite vote of the shareholders stockholders of Parentthe Company, (g) the filing of the Certificates Articles of Merger with the Secretary of State of the State of New York Department pursuant to the NYBCL and the Department of the Treasury of the State of New Jersey pursuant to the NJBCAMGCL, (h) approval of the listing of filings required by the Parent Common Stock to be issued in the Bank Merger on the NASDAQ Global Select MarketAgreement, (i) such filings the approval of the Bank Merger Agreement by the Company as shall be required to be made with any applicable state securities bureaus or commissionsthe sole stockholder of the Bank, and (j) such other filings, authorizations or approvals as may be set forth in Section 4.04 3.4 of the Parent 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 or self-regulatory organization, as defined in Section 3(a)(26) of the Exchange Act (each a "Governmental Entity Entity"), or with any third party are necessary on behalf of the Company in connection with (1) the execution and delivery by Parent the Company of this Agreement, (2) the consummation by Parent the Company of the Merger and the other transactions contemplated hereby, (3) the execution and delivery by Parent’s the Bank of the Bank Merger Agreement Agreement, and (4) the consummation by Parent’s the Bank of the Bank Merger and the other transactions contemplated therebySubsidiary Merger.

Consents and Approvals. Except for (a) the filing of applications and noticesany required applications, as applicable, filings or notices with the FRB Federal Reserve under the BHC Act and approval of such applications applications, filings and notices, (b) the filing of applications applications, filings and notices, as applicable, with the OCC in connection with the Bank Merger, and approval of such applications, filings and notices, (c) the filing of applications, filings and notices, as applicable, with the FDIC and approval the Pennsylvania Department of such applications Banking and notices, (c) the filing of applications and notices, as applicable, Securities in connection with the New Jersey Department Bank Merger, including under the Bank Merger Act, and approval of such applications applications, filings and notices, (d) compliance with any applicable requirements of the Securities Act and the Exchange Act, including the filing with the SEC of the S-4 (including Proxy Statement and the Joint Proxy Statement/prospectus) with the SEC Form S-4, and the declaration by the SEC of effectiveness of the Form S-4, (e) the filing of the Statement of Merger with the Pennsylvania Department, (f) the approval filing of the Parent Shareholder Matters by the requisite vote of the shareholders of ParentBank Merger Certificates, (g) such filings and approvals as are required to be made or obtained under the filing securities or “Blue Sky” laws of various states in connection with the issuance of the Certificates shares of Merger with the Secretary of State of the State of New York Parent Common Stock pursuant to the NYBCL and the Department of the Treasury of the State of New Jersey pursuant to the NJBCAthis Agreement, (h) approval of the listing of the such Parent Common Stock to be issued in the Merger on the NASDAQ Global Select Market, and (i) such to the extent required, the filing of any notices or other filings as shall be required to be made with any applicable state securities bureaus or commissions, and (j) such other filings, authorizations or approvals as may be set forth in Section 4.04 of under the Parent Disclosure ScheduleHSR Act, no material notices to, consents or approvals of or non-objections of, waivers or authorizations by, or applications, filings or registrations with any Governmental Entity are required to be made or obtained by Parent or any of its Subsidiaries in connection with (1i) the execution and delivery by Parent of this Agreement, Agreement or (2ii) the consummation by Parent of the Merger and the other transactions contemplated hereby, (3) expect for such consents, approvals, authorizations, filings or registrations that would not reasonably be expected to, individually or in the execution and delivery by aggregate, have a Material Adverse Effect on Parent’s Bank of the Bank Merger Agreement and (4) the consummation by Parent’s Bank of the Bank Merger and the other transactions contemplated thereby.

Consents and Approvals. Except for (ai) the filing of applications and notices, as applicable, with the FRB Board of Governors of the Federal Reserve System (the “FRB”), Federal Deposit Insurance Corporation (the “FDIC”), the Tennessee Department of Financial Institutions (the “TDFI”) and the North Carolina Office of the Commissioner of Banks (the “NCCOB”), with respect to the Merger, the Second Step Merger and the Bank Merger, as applicable, and approval of such applications and notices, (bii) the filing of applications and noticesany required applications, as applicablefilings or notices with any other federal, with the FDIC state or foreign agencies or regulatory authorities and approval or grant of such applications applications, filings and noticesnotices (the “Other Regulatory Approvals”), (c) the filing of applications and notices, as applicable, with the New Jersey Department and approval of such applications and notices, (diii) the filing with the SEC Securities and Exchange Commission (the “SEC”) of a Joint Proxy Statement/Prospectus in definitive form relating to the meetings of Parent’s and Target’s shareholders to be held in connection with this Agreement and the transactions contemplated hereby (including any amendments or supplements thereto, the “Joint Proxy Statement/Prospectus”), and of the registration statement on Form S-4 (including the “Form S-4”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”) in which the Joint Proxy Statement/Prospectus will be included as a prospectus) with the SEC , and the declaration by the SEC of effectiveness of the S-4Form S-4 by the SEC, (fiv) the filing of the Articles of Merger and the North Carolina Articles of Merger with the North Carolina Secretary pursuant to the NCBCA, the filing of the Tennessee Articles of Merger with the Tennessee Secretary pursuant to the TBCA and the filing of the Bank Merger Certificates, (v) any notice or filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), (vi) any consents, 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, investment advisers or transfer agents, and the rules of Nasdaq, or which are required under consumer finance, insurance, mortgage banking and other similar laws, (vii) compliance with the applicable requirements of the 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 Parent Common Stock constituting the Merger Consideration pursuant to this Agreement, and (viii) the approval of the Parent Shareholder Matters by the requisite vote listing on Nasdaq of the shareholders shares of Parent, (g) the filing of the Certificates of Merger with the Secretary of State of the State of New York pursuant to the NYBCL and the Department of the Treasury of the State of New Jersey pursuant to the NJBCA, (h) approval of the listing of the Parent Common Stock to be issued in as 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, and (j) such other filings, authorizations or approvals as may be set forth in Section 4.04 of the Parent Disclosure ScheduleConsideration, 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 Entity”) or Regulatory Agency are necessary in connection with (1A) the execution and delivery by Parent and Merger Sub of this Agreement, Agreement or (2B) the consummation by Parent or any of its Subsidiaries, as applicable, of the Merger Mergers and the other transactions contemplated herebyhereby (including the Bank Merger). Except for any consents, authorizations, or approvals which are listed in Sections 3.3 or 3.4 of the Parent Disclosure Schedule, receipt of the Requisite Parent Vote and adoption and approval of the Bank Merger Agreement by Parent as the sole shareholder of Parent Bank, no consents, authorizations, or approvals of any person, other than a Governmental Entity or Regulatory Agency, are necessary in connection with (3x) the execution and delivery by Parent’s Bank Parent or Merger Sub of the Bank Merger this Agreement and or (4y) the consummation by Parent’s Bank Parent or any of its Subsidiaries, as applicable, of the Bank Merger Mergers and the other transactions contemplated therebyhereby (including the Bank Merger).

Consents and Approvals. Except for (a) the filing of applications applications, filings and notices, as applicable, with the FRB and approval of such applications and noticesNASDAQ, (b) the filing of applications applications, filings and notices, as applicable, with the FDIC Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) under the BHC Act and approval of such applications applications, filings and notices, (c) the filing of applications applications, filings and notices, as applicable, with the New Jersey Idaho Department of Finance (the “Idaho Department”), and the Oregon Division of Finance and Corporate Securities (the “Oregon Division”), if applicable, the FDIC and any government sponsored entity with respect to any loan program offered by it in which Home Federal Bank participates in connection with the Bank Merger or the transfer of the Shared-Loss Agreements, and approval of such applications applications, filings and notices, (d) the filing with the SEC of a proxy statement in definitive form relating to the meeting of Home’s shareholders to be held in connection with this Agreement and the transactions contemplated hereby (including any amendments or supplements thereto, the “Proxy Statement”), and of the registration statement on Form S-4 (including the Joint “S-4”) in which the Proxy Statement/Statement will be included as a prospectus) , to be filed with the SEC and by Cascade in connection with the declaration transactions contemplated by this Agreement, to, among other things, register any securities issuable by Cascade in conjunction with the transactions contemplated by this Agreement with the SEC pursuant to the Securities Act (as defined in Section 3.12), and declaration of effectiveness of the S-4, (fe) any filings or notices with the approval U.S. Department of Justice under the Parent Shareholder Matters by Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the requisite vote of the shareholders of Parent“HSR Act”), (gf) the filing of the Certificates Articles of Merger with the Secretary of State of the State of New York Maryland Department pursuant to the NYBCL MGCL and the Department of the Treasury of the State of New Jersey Oregon Secretary pursuant to the NJBCAOBCA, and the filing of the Bank Merger Certificates, and (hg) such filings and approvals as are required to be made or obtained under the federal securities laws, or the securities or “Blue Sky” laws of various states in connection with the issuance by Cascade of any securities pursuant to this Agreement and the approval of the listing of the Parent shares of Cascade Common Stock to be issued in conjunction with the Merger transactions contemplated by this Agreement on the NASDAQ Global Select Market, (i) such filings as shall be required to be made with any applicable state securities bureaus or commissions, and (j) such other filings, authorizations or approvals as may be set forth in Section 4.04 of the Parent Disclosure ScheduleNASDAQ, no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental authority or instrumentality or SRO (as defined in Section 3.5) (each a “Governmental Entity Entity”) are necessary in connection with (1A) the execution and delivery by Parent Home of this Agreement, Agreement or (2B) the consummation by Parent Home of the Merger and the other transactions contemplated hereby, (3) the execution and delivery by Parent’s Bank of the Bank Merger Agreement and (4) the consummation by Parent’s Bank Home or any Home Subsidiary of the Bank Merger and the other transactions contemplated therebyhereby (including the Bank Merger). As of the date hereof, Home 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 Bank Merger on a timely basis.

Consents and Approvals. (a) Except for (ai) the filing of applications and notices, as applicable, as to the Merger and the Institution Merger with the FRB OTS 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, (dii) the filing with the SEC of a registration statement (the S-4 "Registration Statement") to register the shares of Sterling Common Stock to be issued in connection with the Merger which Registration Statement will include the proxy statement/prospectus (including the Joint "Proxy Statement/prospectusProspectus") to be used in soliciting the requisite approval of Empire stockholders at a meeting of such stockholders to be held in connection with this Agreement and the transactions contemplated hereby, including any adjournments thereof (the "Empire Meeting"), (iii) approval of the listing of the Sterling Common Stock to be issued in connection with the SEC and the declaration by the SEC of effectiveness of the S-4Merger on NASDAQ or a national securities exchange, (fiv) the approval of the Parent Shareholder Matters this Agreement by the requisite vote of the shareholders stockholders of ParentEmpire pursuant to the Empire Certificate of Incorporation and the DGCL, (gv) the filing of the Certificates Certificate of Merger with the Secretary of State of the State of New York Delaware pursuant to the NYBCL DGCL and (vi) the filings and Empire Bank Board of Directors and Empire Bank shareholder approvals required in connection with the Institution Merger Agreement and the Department of the Treasury of the State of New Jersey pursuant to the NJBCA, (h) 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, and (j) such other filings, authorizations or approvals as may be set forth in Section 4.04 of the Parent Disclosure ScheduleInstitution Merger, no consents or approvals of or filings or registrations with any Governmental Entity Entity, or with any third party are necessary in connection with (1) the execution and delivery by Parent Empire of this Agreement, ; (2) the consummation by Parent Empire of the Merger and the other transactions contemplated hereby, ; (3) the execution and delivery by Parent’s Empire Bank of the Bank Institution Merger Agreement Agreement; and (4) the consummation performance by Parent’s Empire Bank of the Bank Institution Merger Agreement 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 a Material Adverse Effect on the ability to consummate the transactions contemplated hereby.

Consents and Approvals. (a) Except for (a) the filing of applications and notices, as applicable, with the 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, (di) the filing with the SEC Securities and Exchange Commission (the “SEC”) of a preliminary proxy statement and a proxy statement in definitive form relating to the meeting of the S-4 Company’s shareholders to be held in connection with this Agreement and the transactions contemplated hereby (including the Joint “Proxy Statement/prospectus) with the SEC and the declaration by the SEC of effectiveness of the S-4”), (fii) the approval and adoption of the Parent Shareholder Matters this Agreement by the requisite vote Company Requisite Vote of the shareholders of Parentthe Company, (giii) filings of applications and notices with, receipt of approvals or no objections from, and the expiration of related waiting periods required by, the Office of Thrift Supervision (“OTS”) or its successor, (iv) filing of the Certificate of Merger, the Bank Merger Certificates and the certificate of Merger merger with respect to the Secretary of State Liquidation, (v) filing of the State of New York Proxy Statement and any amendments or supplements thereto pursuant to the NYBCL and the Department of the Treasury of the State of New Jersey pursuant to the NJBCA, (h) 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 commissionsExchange Act, and (jvi) such other filings, authorizations or approvals as may be set forth in Section 4.04 4.4(a) of the Parent Company Disclosure ScheduleSchedule (the consents and approvals referred to in clause (vi) are called the “Third Party Consents”), 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 Entity”) or with any third party are required to be made or obtained by the Company in connection with (1) the execution and delivery by Parent the Company of this Agreement, Agreement and (2) the consummation by Parent the Company of the Merger , the Liquidation and the other transactions contemplated hereby, (3) including the execution and delivery consummation by Parent’s the Company Bank of the Bank Merger Agreement and (4) Merger. On the consummation by Parent’s Bank date of this Agreement, the Company knows of no reason why all such filings cannot be timely made or why all such approvals cannot be timely obtained. Pursuant to Section 131 of the Bank Merger and LBCL, no appraisal or dissenters’ rights will be available to holders of Company Common Stock in connection with the other transactions contemplated therebyMerger.

Consents and Approvals. Except for (ai) the filing filings of applications and noticesnotices with, as applicablereceipt of approvals or no objections from, and the expiration of related waiting periods required by, federal and state banking authorities, including filings and notices with the FRB FRB, the FDIC, the Massachusetts Department, the Connecticut Banking Department, and approval of such applications and noticesthe Rhode Island Division, (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, (dii) the filing with the SEC of the S-4 (including the Joint a Proxy Statement/prospectus) -Prospectus in definitive form relating to the meetings of the Company’s stockholders to be held in connection with the SEC this Agreement and the transactions contemplated hereby and of the Registration Statement in which such Proxy Statement-Prospectus will be included as a prospectus, and declaration by the SEC of effectiveness of the S-4Registration Statement, (f) the approval of the Parent Shareholder Matters by the requisite vote of the shareholders of Parent, (giii) the filing of the Certificates Delaware Certificate of Merger with the Delaware Secretary of State of the State of New York pursuant to the NYBCL DGCL, the filing of the Maryland Articles of Merger with the Maryland State Department, the filing of a certificate for the Bank Merger with the Massachusetts Department and the Department filing of a notice for the Treasury of Bank Merger with the State of New Jersey pursuant to the NJBCAConnecticut Banking Department, (hiv) approval filing with the New York Stock Exchange of a notification of the listing of the Parent shares of Purchaser Common Stock to be issued in the Merger on the NASDAQ Global Select Market, and (iv) such filings and approvals as shall be are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with any applicable state securities bureaus or commissions, and (j) such other filings, authorizations or approvals as may be set forth in Section 4.04 the issuance of the Parent Disclosure Scheduleshares of Purchaser Common Stock pursuant to this Agreement, no consents or approvals of of, or filings or registrations with with, any Governmental Entity or any third party are required to be made or obtained by the Company in connection with (1) the execution and delivery by Parent the Company of this Agreement, (2) Agreement or the consummation by Parent the Company of the Merger and the other transactions contemplated herebyby this Agreement, (3) including the execution and delivery by Parent’s Bank Merger. As of the Bank Merger Agreement and (4) date hereof, the consummation by Parent’s Bank Company has no Knowledge of any reason pertaining to the Company why any of the Bank Merger and approvals referred to in this Section 3.2(f) should not be obtained without the other transactions contemplated therebyimposition of any material condition or restriction described in Section 6.2(e).

Consents and Approvals. Except for (a) the filing of applications applications, filings and notices, as applicable, with the FRB and approval of such applications and noticesNASDAQ, (b) the filing of applications applications, filings and notices, as applicable, with the FDIC Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) under the BHC Act and approval of such applications applications, filings and notices, (c) the filing of applications applications, filings and notices, as applicable, with the New Jersey Idaho Department of Finance (the “Idaho Department”) and the Washington State Department of Financial Institutions, Division of Banks (the “DFI”), the Oregon Division of Finance and Corporate Securities (the “Oregon Division”), if applicable, the FDIC and any government sponsored entity with respect to any loan program offered by it in which Home Federal Bank participates in connection with the Bank Merger or the transfer of the Shared-Loss Agreements, and approval of such applications applications, filings and notices, (d) the filing with the SEC of a proxy statement in definitive form relating to the meeting of Home’s shareholders to be held in connection with this Agreement and the transactions contemplated hereby (including any amendments or supplements thereto, the “Proxy Statement”), and of the registration statement on Form S-4 (including the Joint “S-4”) in which the Proxy Statement/Statement will be included as a prospectus) , to be filed with the SEC and by Banner in connection with the declaration transactions contemplated by this Agreement, to, among other things, register any securities issuable by Banner in conjunction with the transactions contemplated by this Agreement with the SEC pursuant to the Securities Act (as defined in Section 3.12), and declaration of effectiveness of the S-4, (fe) any filings or notices with the approval U.S. Department of Justice under the Parent Shareholder Matters by Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the requisite vote of the shareholders of Parent“HSR Act”), (gf) the filing of the Certificates Articles of Merger with the Secretary of State of the State of New York Maryland Department pursuant to the NYBCL MGCL and the Department of the Treasury of the State of New Jersey Washington Secretary pursuant to the NJBCAWBCA, and the filing of the Bank Merger Certificates, and (hg) such filings and approvals as are required to be made or obtained under the federal securities laws, or the securities or “Blue Sky” laws of various states in connection with the issuance by Banner of any securities pursuant to this Agreement and the approval of the listing of the Parent shares of Banner Common Stock to be issued in conjunction with the Merger transactions contemplated by this Agreement on the NASDAQ Global Select Market, (i) such filings as shall be required to be made with any applicable state securities bureaus or commissions, and (j) such other filings, authorizations or approvals as may be set forth in Section 4.04 of the Parent Disclosure ScheduleNASDAQ, no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental authority or instrumentality or SRO (as defined in Section 3.5) (each a “Governmental Entity Entity”) are necessary in connection with (1A) the execution and delivery by Parent Home of this Agreement, Agreement or (2B) the consummation by Parent Home of the Merger and the other transactions contemplated hereby, (3) the execution and delivery by Parent’s Bank of the Bank Merger Agreement and (4) the consummation by Parent’s Bank Home or any Home Subsidiary of the Bank Merger and the other transactions contemplated therebyhereby (including the Bank Merger). As of the date hereof, Home 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 Bank Merger on a timely basis.

Consents and Approvals. Except 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 (a) the filing of applications issuance and notices, as applicable, with the 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 with the SEC delivery of the S-4 (including the Joint Proxy Statement/prospectus) with the SEC and the declaration by the SEC of effectiveness of the S-4, (f) the approval of the Parent Shareholder Matters by the requisite vote of the shareholders of Parent, (g) the filing of the Certificates of Merger with the Secretary of State of the State of New York Exchange Shares pursuant to the NYBCL Debt Exchange in accordance with the terms hereof, the exchange of Notes and the Department of the Treasury of the State issuance of New Jersey Notes and payment of cash in exchange therefor pursuant to the NJBCA, (h) 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 commissionsDebt Exchange, and (j) such other filings, authorizations or approvals as may be set forth in Section 4.04 of the Parent Disclosure Schedule, no consents or approvals of or filings or registrations with any Governmental Entity in connection with (1) the execution and delivery by Parent the Company of this Agreementthe 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 (1) the registration under the Securities Act of the issuance of the Rights and the Offered Shares pursuant to the exercise of Rights, (2) filings with respect to and the consummation by Parent expiration or termination of the Merger waiting period under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, relating to the sale or issuance of Unsubscribed Shares and Investor Exchange Shares to the other transactions contemplated herebyInvestors, (3) Consents to the execution and delivery by Parent’s Bank of Proposed Amendments to the Bank Merger Agreement Old Indenture, and (4) such consents, approvals, authorizations, registrations or qualifications (y) as may be required under state securities or Blue Sky laws in connection with the consummation by Parent’s Bank purchase of the Bank Merger Unsubscribed Shares by the Investors, the issuance of the Exchange Shares to holders of outstanding Notes, or the distribution of the Rights and the other transactions contemplated therebysale of the Offered Shares to Holders, or (z) pursuant to the rules of The Nasdaq Stock Market, including the approval of the Company’s stockholders of the issuance of the Exchange Shares to holders of outstanding Notes pursuant to the Debt Exchange (such approval of such transactions, “Stockholder Approval”).

Consents and Approvals. Except for (a) the filing by FNB of applications and notices, as applicable, with the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) under the BHC Act and the Federal Reserve Act, as amended, and approval of such applications and notices, and, in connection with the merger of ANNB Bank with and into FNB Bank, the filing of applications and notices, as applicable, with the FRB Federal Deposit Insurance Corporation (the “FDIC”), the Office of the Comptroller of the Currency (the “OCC”), and any state regulatory authority, including but not limited to the Maryland Department of Labor, Licensing and Regulation (the “MD DLLR”), and approval of such applications and notices, (b) the filing of applications and notices, as applicable, with the FDIC Securities and approval Exchange Commission (the “SEC”) of such applications a proxy statement in definitive form relating to the meeting of ANNB shareholders to be held in connection with this Agreement (the “Proxy Statement”) and noticesthe transactions this Agreement contemplates and of a registration statement on Form S-4 that is declared effective (the “Registration Statement”) in which the Proxy Statement will be included as a prospectus, and declaration of effectiveness of the Registration Statement, (c) the filing of applications Articles of Merger with and notices, as applicable, the acceptance for record by the Department of Assessments and Taxation of the State of Maryland pursuant to the MGCL and the filing of Articles of Merger with and the New Jersey Department and approval acceptance for record by the Secretary of such applications and noticesState of the State of Florida pursuant to the FBCA, (d) any notices or filings by ANNB and FNB required under the filing Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), (e) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the SEC applicable provisions of federal and state securities laws relating to the S-4 (including the Joint Proxy Statement/prospectus) with the SEC regulation of broker-dealers, investment advisers or transfer agents and the declaration by rules and regulations thereunder and of any applicable industry self-regulatory organization (“SRO”), and the SEC rules of effectiveness of NASDAQ or the S-4NYSE, or that are required under consumer finance, insurance mortgage banking and other similar laws, (f) such filings 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 FNB Common Stock pursuant to this Agreement, and approval of the Parent Shareholder Matters listing on the NYSE of such FNB Common Stock issuable in the Merger, (g) the adoption of this Agreement by the requisite vote of the shareholders of ParentANNB, and (gh) the filing consent of the Certificates of Merger with the Secretary of State of the State of New York pursuant to the NYBCL and the United States Department of the Treasury (the “Treasury Department”) to the purchase by FNB or one of its Subsidiaries or redemption by ANNB of all of the State of New Jersey pursuant to the NJBCA, (h) approval issued and outstanding shares of the listing of ANNB Series A Preferred Stock from 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, and (j) such other filings, authorizations or approvals as may be set forth in Section 4.04 of the Parent Disclosure ScheduleTreasury Department, no consents or approvals of or filings or registrations by FNB or ANNB with any court, administrative agency or commission or other governmental authority or instrumentality of federal, state, local or foreign government (each, a “Governmental Entity Entity”), SRO or other Person are necessary in connection with (1A) the execution and delivery by Parent ANNB of this Agreement, Agreement and (2B) the consummation by Parent ANNB of the Merger and the other transactions contemplated hereby, (3) the execution and delivery by Parent’s Bank this Agreement contemplates. As of the Bank Merger Agreement and (4) date of this Agreement, ANNB is not aware of any reason why the consummation by Parent’s Bank of the Bank Merger and the other transactions contemplated therebyRequisite Regulatory Approvals will not be received on a timely basis or why any Materially Burdensome Regulatory Condition would be imposed.

Consents and Approvals. Except for (a) the filing filings of applications and noticesnotices with, as applicableand receipt of consents, with authorizations, approvals, exemptions or non-objections from, the FRB Securities and approval of such applications Exchange Commission (“SEC”), the Nasdaq Stock Exchange (“Nasdaq”), state securities authorities and noticesother industry self-regulatory organizations (each, an “SRO”), (b) the filing of applications and noticesany other required applications, as applicable, filings or notices with the FDIC 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 or non-objection to such applications applications, filings and noticesnotices (taken together with the items listed in clause (i), the “Regulatory Approvals”), (c) the filing of applications and notices, as applicable, with the New Jersey Department and approval of such applications and notices, (d) the filing with the SEC of a 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 by this Agreement (the “Company Proxy Statement”), which shall also serve as the 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 “Purchaser Proxy Statement” and together with the Company Proxy Statement the “Joint Proxy Statement”) and of a registration statement on Form S-4 (including or such other applicable form) (the “Form S-4”) in which the Joint Proxy Statement/Statement will be included as a prospectus) with the SEC , and the declaration by the SEC of effectiveness of the S-4Form S-4 and the filing and effectiveness of the registration statement contemplated by Section 6.1, (f) the approval of the Parent Shareholder Matters by the requisite vote of the shareholders of Parent, (gd) the filing of the Certificates Washington Articles of Merger with the Washington Secretary of State of the State of New York pursuant to the NYBCL and the Department Oregon Articles of Merger with the Treasury of the State of New Jersey pursuant to the NJBCAOregon Secretary, and (h) approval of the listing of the Parent Common Stock to be issued in the Merger on the NASDAQ Global Select Market, (ie) such filings and approvals as shall be are required to be made or obtained under the securities or “blue sky” laws of various states in connection with any applicable state securities bureaus or commissions, and (j) such other filings, authorizations or approvals as may be set forth in Section 4.04 the issuance of the Parent 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 Governmental Entity are necessary in connection with (1) the execution and delivery by Parent of this Agreement, (2) the consummation by Parent Company of the Merger and the other transactions contemplated hereby, (3) the execution and delivery by Parent’s Bank of the Bank Merger Agreement and (4) the consummation by Parent’s Bank of the Bank Merger and the other transactions contemplated therebythis Agreement.

Consents and Approvals. Except for (a) the filing of applications applications, filings, certificates and notices, as applicable, with the FRB NASDAQ and the approval of such applications and noticesthe listing on the NASDAQ of the shares of Parent Common Stock to be issued as the Stock Consideration pursuant to this Agreement, (b) the filing of applications applications, filings, certificates and notices, as applicable, with the FDIC Federal Reserve Board under the BHC Act and approval or waiver of such applications applications, filings and notices, (c) the filing of applications applications, filings, certificates and notices, as applicable, with the Office of the Comptroller of the Currency (the “OCC”) in connection with the Bank Merger, 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 Securities Exchange Act of 1934, as amended (the “Exchange Act”), and (ii) the registration statement on Form S-4 in which both the proxy statement relating to the meeting of the Company’s shareholders to be held in connection with this Agreement and the transactions contemplated hereby (including any amendment or supplement thereto, the “Proxy Statement”) and a prospectus relating to the shares of Parent Common Stock to be issued in the First-Step 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, (e) the filing of applications, filings, certificates and notices, as applicable, with the New Jersey Department of Banking and approval of such applications and notices, Insurance (d) the filing with the SEC of the S-4 (including the Joint Proxy Statement/prospectus) with the SEC and the declaration by the SEC of effectiveness of the S-4“NJ Department”), (f) the approval filing of the Parent Shareholder Matters by First-Step Merger Certificate with the requisite vote New Jersey Department of Treasury pursuant to the shareholders of ParentBCA, (g) the filing of the Second-Step Merger Certificates of Merger with the Delaware Secretary of State of the State of New York pursuant to the NYBCL and the New Jersey Department of Treasury in accordance with the Treasury of DGCL and the State of New Jersey pursuant to the NJBCABCA, respectively, (h) approval the filing of the listing of the Parent Common Stock to be issued in the Bank Merger on the NASDAQ Global Select Market, Certificate and (i) such filings and approvals as shall be are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with any applicable state securities bureaus or commissions, and (j) such other filings, authorizations or approvals as may be set forth in Section 4.04 the issuance of the shares of Parent Disclosure ScheduleCommon Stock pursuant to this Agreement, no consents or approvals of or filings or registrations with any court, administrative agency or commission, regulatory agency or other federal, state or foreign governmental authority or instrumentality or any self-regulatory organization (each, a “Governmental Entity Entity”) or any other third party are necessary in connection with (1A) the execution and delivery by Parent the Company of this Agreement, (2B) the consummation by Parent the Company of the Merger Integrated Mergers and the other transactions contemplated hereby, (3C) the execution and delivery by Parent’s Company Bank of the Bank Merger Agreement and or (4D) the consummation by Parent’s Company Bank of the Bank Merger and the other transactions contemplated therebyMerger.

Consents and Approvals. (a) Except for (ai) receipt of the filing of applications and notices, as applicable, with the FRB and approval of such applications and noticesSEC Exemptive Relief, (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, (dii) the filing with the SEC of (A) a joint proxy statement in definitive form (the S-4 “Joint Proxy Statement/Prospectus”) relating to the special meeting of MDLY’s stockholders to be held in order to obtain MDLY Stockholder Approval (including 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 N-14 (the “Form N-14 Registration Statement”) in which the Joint Proxy Statement/Prospectus will be included as a prospectus, and (C) with a Rule 13E-3 Transaction Statement on Schedule 13E-3 relating to the SEC transactions contemplated by this Agreement (the “Schedule 13E-3”), and the declaration by the SEC of effectiveness of the S-4Form N-14 Registration Statement by the SEC, (f) the approval of the Parent Shareholder Matters by the requisite vote of the shareholders of Parent, (giii) the filing of the Certificates Certificate of Merger with the Delaware Secretary of State of the State of New York pursuant to the NYBCL DGCL, (iv) 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”), (v) any notices or filings under the HSR Act and the Department expiration of the Treasury of the State of New Jersey pursuant to the NJBCAapplicable waiting periods, (h) approval of the listing of the Parent Common Stock to be issued in the Merger on the NASDAQ Global Select Market, (ivi) such filings and approvals as shall be are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with any applicable state securities bureaus or commissionsthe 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 (jviii) such other filings, authorizations or approvals as may be set forth in on Section 4.04 4.4(a) of MDLY Disclosure Schedule (the Parent Disclosure Scheduleforegoing (i) through (viii) referred to collectively as the “MDLY Required Approvals”), no consents other consents, authorizations, approvals, or approvals of exemptions from, or notices to, or filings or registrations with with, any Governmental Entity are necessary in connection with (1) the execution and delivery by Parent MDLY of this Agreement, (2) Agreement or the consummation by Parent MDLY of the Merger and the other transactions contemplated hereby, (3) the execution and delivery by Parent’s Bank of the Bank Merger Agreement and (4) the consummation by Parent’s Bank of the Bank Merger and the other transactions contemplated therebythis Agreement.

Consents and Approvals. Except for (ai) the filing of applications applications, filings and noticesnotices with the applicable Governmental Entities (including with Insurance Regulators under applicable Insurance Laws), as applicable, with set forth in Section 3.4 of the FRB and Company Disclosure Schedule and, where noted therein, the approval of such applications applications, filings 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, (dii) the filing with the SEC of a proxy statement in definitive form relating to the S-4 meeting of the Company’s shareholders and the meeting of the Parent’s shareholders, in each case, to be held in connection with this Agreement and the transactions contemplated hereby (including any amendments or supplements thereto, the “Joint Proxy Statement”), and of the registration statement on Form S-4 in which the Joint Proxy Statement/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 “S-4”) and the declaration by the SEC of effectiveness of the S-4, (f) the approval of the Parent Shareholder Matters by the requisite vote of the shareholders of Parent, (giii) the filing of the Certificates Certificate of Merger with the Secretary of State of the State of New York pursuant to the NYBCL and the Department of the Treasury of the State of New Jersey Secretary pursuant to the NJBCA, (hiv) the filing of any notices or other filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), and (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 Parent Common Shares pursuant to this Agreement and the approval of the listing of the such Parent Common Stock to be issued in the Merger Shares on the NASDAQ Global Select Market, New York Stock Exchange (i) such filings as shall be required to be made with any applicable state securities bureaus or commissions, and (j) such other filings, authorizations or approvals as may be set forth in Section 4.04 of the Parent Disclosure Schedule“NYSE”), no consents or approvals of or filings or registrations with any court or administrative agency or commission or other governmental authority or instrumentality or SRO (each a “Governmental Entity Entity”) are necessary in connection with (1A) the execution and delivery by Parent the Company of this Agreement, Agreement or (2B) the consummation by Parent the Company of the Merger and the other transactions contemplated hereby. As used in this Agreement, “SRO” means (3x) the execution and delivery by Parent’s Bank any “self-regulatory organization” as defined in Section 3(a)(26) of the Bank Merger Agreement Securities Exchange Act of 1934, as amended (the “Exchange Act”) and (4y) the consummation by Parent’s Bank any other United States or foreign securities exchange, futures exchange, commodities exchange or contract market. As of the Bank date hereof, the Company is not aware of any reason why all necessary regulatory approvals and consents will not be received in order to permit consummation of the Merger and the other transactions contemplated therebyon a timely basis.

Consents and Approvals. Except for (ai) the filing of applications applications, filings and notices, as applicable, with the FRB Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) under the BHC Act and approval of such applications applications, filings and notices, (bii) the filing of applications applications, filings and notices, as applicable, with the FDIC Office of the Comptroller of the Currency (the “OCC”) in connection with the Bank Merger, including under the Bank Merger Act, and approval of such applications applications, filings and notices, (ciii) the filing of applications applications, filings and notices, as applicable, with the New Jersey Texas Department of Banking under the Texas Finance Code, and approval of such applications applications, filings and notices, (div) the filing with the SEC Securities and Exchange Commission (the “SEC”) of a joint proxy statement in definitive form relating to the meetings of Patriot’s and Green’s shareholders to be held in connection with this Agreement and the transactions contemplated hereby (including any amendments or supplements thereto, the “Joint Proxy Statement”), and of the registration statement on Form S-4 (including in which the Joint Proxy Statement/Statement will be included as a prospectus) , to be filed with the SEC by Green in connection with the transactions contemplated by this Agreement (the “S-4”) and the declaration by the SEC of effectiveness of the S-4, (f) the approval of the Parent Shareholder Matters by the requisite vote of the shareholders of Parent, (gv) the filing of the Certificates Certificate of Merger with the Texas Secretary of State of the State of New York pursuant to the NYBCL TBOC and the Department filing of the Treasury Bank Merger Certificates, and (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 State shares of New Jersey Green Common Stock pursuant to this Agreement and the NJBCA, (h) approval of the listing of the Parent such Green 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, and (j) such other filings, authorizations or approvals as may be set forth in Section 4.04 of the Parent Disclosure ScheduleNASDAQ, no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental authority or instrumentality or SRO (as defined below) (each a “Governmental Entity Entity”) are necessary in connection with (1A) the execution and delivery by Parent Patriot of this Agreement, Agreement or (2B) the consummation by Parent Patriot of the Merger and the other transactions contemplated hereby, hereby (3) the execution and delivery by Parent’s Bank of including the Bank Merger Agreement and (4) the consummation by Parent’s Bank of the Bank Merger and the other transactions contemplated therebyMerger).

Consents and Approvals. Except for (a) the filing of applications and notices, as applicable, with the FRB Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) under the BHC Act, as amended, and the Federal Reserve Act, as amended, the Office of the Commissioner of Banks of the State of North Carolina and the State of South Carolina Board of Financial Institutions and approval of such applications and notices, (b) the filing of applications and noticesany required applications, as applicable, filings or notices with the FDIC 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 such applications applications, filings and noticesnotices (the “Other Regulatory Approvals”), (c) the filing of applications and notices, as applicable, with the New Jersey Department Securities and approval Exchange Commission (the “SEC”) of such applications a proxy statement in definitive form relating to the Target Shareholder Meeting to be held in connection with this Agreement and noticesthe transactions contemplated by this Agreement (the “Proxy Statement”) and of a registration statement on Form S-4 (the “Form S-4”) in which the Proxy Statement will be included as a proxy statement/prospectus, and declaration of effectiveness of the Form S-4, (d) the filing with the SEC of the S-4 (including the Joint Proxy Statement/prospectus) with the SEC and the declaration by the SEC of effectiveness of the S-4, (f) the approval of the Parent Shareholder Matters by the requisite vote of the shareholders of Parent, (g) the filing of the Certificates South Carolina Articles of Merger with the South Carolina Secretary of State of the State of New York pursuant to the NYBCL SCBCA and the Department North Carolina Articles of Merger with the Treasury North Carolina Secretary of the State of New Jersey pursuant to the NJBCANCBCA, (he) approval any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the listing regulation of broker-dealers, investment advisers or transfer agents, and federal commodities laws relating to the Parent Common regulation of futures commission merchants and the rules and regulations thereunder and of any applicable industry self-regulatory organization (“SRO”), and the rules and regulations of The Nasdaq Stock to be issued in the Merger on the NASDAQ Global Select Market, (i) such filings as shall be or that are required to be made with any applicable state securities bureaus or commissionsunder consumer finance, mortgage banking and other similar laws, and (jf) such other filingsnotices or filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, authorizations or approvals as may be set forth in Section 4.04 of amended (the Parent Disclosure Schedule“HSR Act”), if any, no consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with (1) the execution and delivery by Parent of this Agreement, (2) the consummation by Parent Target of the Merger and the other transactions contemplated hereby, (3) by this Agreement. No consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with the execution and delivery by Parent’s Bank Target of the Bank Merger Agreement and (4) the consummation by Parent’s Bank of the Bank Merger and the other transactions contemplated therebythis Agreement.

Consents and Approvals. Except for (ai) the filing of applications applications, filings and notices, as applicable, with the FRB Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) under the BHC Act, the Office of the Superintendent of Financial Institutions (Canada) (“OSFI”) under the Bank Act (Canada) and the Illinois Department of Financial and Professional Regulation, Division of Banking under Illinois law, and approval of such applications applications, filings 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, (dii) the filing with the SEC Securities and Exchange Commission (the “SEC”) of a proxy statement in definitive form relating to the meeting of Company’s stockholders to be held in connection with this Agreement and the transactions contemplated hereby (including any amendments or supplements thereto, the “Proxy Statement”), and of the S-4 (including registration statement on Form F-4 in which the Joint Proxy Statement/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 “F-4”) and the declaration by the SEC of effectiveness of the S-4F-4, (fiii) the filing of the Certificate of Merger with the Delaware Secretary pursuant to the DGCL, (iv) the filing of any notices or other filings under the Xxxx-Xxxxx-Xxxxxx Antitrust 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 Parent Common Shares pursuant to this Agreement and (vi) the approval of the listing of such Parent Shareholder Matters by Common Shares on the requisite vote of the shareholders of Parent, (g) the filing of the Certificates of Merger with the Secretary of State of the State of New York pursuant to the NYBCL Stock Exchange (“NYSE”) and the Department of Toronto Stock Exchange (the Treasury of the State of New Jersey pursuant to the NJBCA, (h) 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, and (j) such other filings, authorizations or approvals as may be set forth in Section 4.04 of the Parent Disclosure Schedule“TSX”), no consents or approvals of or filings or registrations with any court or administrative agency or commission or other governmental authority or instrumentality or SRO (each a “Governmental Entity Entity”) are necessary in connection with (1A) the execution and delivery by Parent Company of this Agreement, Agreement or (2B) the consummation by Parent Company of the Merger and the other transactions contemplated hereby. As used in this Agreement, “SRO” means (3x) the execution and delivery by Parent’s Bank any “self regulatory organization” as defined in Section 3(a)(26) of the Bank Merger Agreement Securities Exchange Act of 1934, as amended (the “Exchange Act”) and (4y) the consummation by Parent’s Bank any other United States or foreign securities exchange, futures exchange, commodities exchange or contract market. As of the Bank date hereof, 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 therebyon a timely basis.

Consents and Approvals. (a) Except for (ai) the filing of applications and noticesapplications, notices or waiver requests, as applicable, as to the Merger and the Bank Merger with the FRB under the BHCA and the FDIC under the Bank Merger Act and FDIC regulations, and with the Nevada Financial Institutions Division (“NFID”) under Nevada banking laws or regulations (the “State Banking Approvals”), and approval of such the foregoing 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, (dii) the filing with the SEC Securities and Exchange Commission (“SEC”) of a Registration Statement on Form S-4 to register the S-4 (including the Joint Proxy Statement/prospectus) shares of WAL Common Stock that may be issued in connection with the SEC and the declaration by the SEC of effectiveness of the Merger (such Form S-4, and any amendments or supplements thereto, the “Registration Statement”), which will include the proxy statement/prospectus to be used in soliciting the approval of Target’s stockholders at the Special Meeting (fsuch proxy statement as amended or supplemented is referred to herein as the “Proxy Materials”), (iii) the approval of the Parent Shareholder Matters this Agreement by the requisite vote of the shareholders stockholders of ParentTarget, (giv) the filing of the Certificates Articles of Merger with the Nevada Secretary of State pursuant to Nevada law, (v) the filing of the Certificate of Merger with the Secretary of State of the State of New York Delaware pursuant to the NYBCL and the Department of the Treasury of the State of New Jersey pursuant to the NJBCADGCL, (hvi) approval of the listing of filings required by the Parent Common Stock to be issued in the Bank Merger on the NASDAQ Global Select MarketAgreement, if applicable, (ivii) such consents, approvals, orders, authorizations, registrations, declarations and filings or waivers thereof as shall may be required to be made with any under applicable federal, foreign and state securities bureaus (or commissionsrelated) laws and, if applicable, the securities or antitrust laws of any foreign country, and (jviii) such other filings, authorizations or approvals as may be set forth in Section 4.04 3.4 of the Parent Target Disclosure Schedule, no consents or approvals of or filings or registrations by Target with any court, administrative agency or commission or other governmental authority or instrumentality (each a “Governmental Entity Entity”), or with any third party are necessary in connection with (1) the execution and delivery by Parent Target of this Agreement, (2) the consummation by Parent Target of the Merger and the other transactions contemplated hereby, (3) the execution and delivery by Parent’s Target Bank of the Bank Merger Agreement Agreement, and (4) the consummation by Parent’s Target Bank of the Bank Merger and the other transactions contemplated thereby, except for such consents, approvals or filings with any non-Governmental Entity, the failure of which to obtain will not have a Material Adverse Effect on Target.

Consents and Approvals. Except for (ai) the filing of applications applications, filings and notices, as applicable, with NASDAQ, (ii) the filing of applications, filings and notices, as applicable, with the FRB Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) under the BHC Act and with the Kentucky Department of Financial Institutions (“KDFI”) in connection with the Merger and approval of such applications applications, filings and notices, (biii) the filing of applications applications, filings and notices, as applicable, with the FDIC Office of the Comptroller of the Currency (the “OCC”) and the KDFI in connection with the Bank Merger, including under the Bank Merger Act, and approval of such applications applications, filings and notices, (civ) the filing of applications and noticesany required applications, as applicable, filings or notices with any state banking authorities listed on Section 3.4 of the New Jersey Department HopFed Disclosure Schedule or Section 4.4 of the First Financial Disclosure Schedule and approval of such applications applications, filings and notices, (dv) the filing with the SEC Securities and Exchange Commission (the “SEC”) of a proxy statement in definitive form relating to the meetings of HopFed’s shareholders to be held in connection with this Agreement and the transactions contemplated hereby (the “Proxy Statement”), and of the registration statement on Form S-4 (including any amendments and supplements thereto) in which the Joint Proxy Statement will be included as a prospectus (“Prospectus/Proxy Statement/prospectus) ”), to be filed with the SEC by First Financial in connection with the transactions contemplated by this Agreement (the “S-4”) and the declaration by the SEC of effectiveness of the S-4, (f) the approval of the Parent Shareholder Matters by the requisite vote of the shareholders of Parent, (gvi) the filing of the Certificates of Merger and the filing of the Bank Merger Certificates, and (vii) 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 Secretary of State issuance of the State shares of New York First Financial Common Stock pursuant to the NYBCL this Agreement and the Department of the Treasury of the State of New Jersey pursuant to the NJBCA, (h) approval of the listing of the Parent such First Financial 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, and (j) such other filings, authorizations or approvals as may be set forth in Section 4.04 of the Parent Disclosure ScheduleNASDAQ, 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 Entity”) are necessary in connection with (1A) the execution and delivery by Parent HopFed of this Agreement, Agreement or (2B) the consummation by Parent HopFed of the Merger and the other transactions contemplated hereby, hereby (3) including the execution and delivery by Parent’s Bank Merger). As of the date hereof, HopFed 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 Bank Merger Agreement and (4) the consummation by Parent’s Bank of the Bank Merger and the other transactions contemplated therebyon a timely basis.

Consents and Approvals. Except for (ai) the filing of applications applications, filings and noticesnotices with the applicable Governmental Entities (including with Insurance Regulators under applicable Insurance Laws), as applicable, with set forth in Section 4.4 of the FRB and Parent Disclosure Schedule and, where noted therein, the approval of such applications applications, filings 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, (dii) the filing with the SEC of the Joint Proxy Statement and the S-4 (including in which the Joint Proxy Statement/Statement will be included as a prospectus) with the SEC , and the declaration by the SEC of effectiveness of the S-4, (f) the approval of the Parent Shareholder Matters by the requisite vote of the shareholders of Parent, (giii) the filing of the Certificates Certificate of Merger with the Secretary of State of the State of New York pursuant to the NYBCL and the Department of the Treasury of the State of New Jersey Secretary pursuant to the NJBCA, (hiv) the filing of any notices or other filings under the HSR Act and (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 Parent Common Shares pursuant to this Agreement and the approval of the listing of the such Parent Common Stock to be issued in the Merger Shares on the NASDAQ Global Select Market, (i) such filings as shall be required to be made with any applicable state securities bureaus or commissions, and (j) such other filings, authorizations or approvals as may be set forth in Section 4.04 of the Parent Disclosure ScheduleNYSE, no consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with (1A) the execution and delivery by each of Parent and Merger Sub of this Agreement, Agreement or (2B) the consummation by each of Parent and Merger Sub of the Merger and the other transactions contemplated hereby, (3) the execution and delivery by Parent’s Bank . As of the Bank date hereof, neither Parent nor Merger Agreement Sub is aware of any reason why all necessary regulatory approvals and (4) the consents will not be received in order to permit consummation by Parent’s Bank of the Bank Merger and the other transactions contemplated therebyon a timely basis.

Consents and Approvals. Except for (a) the filing of applications applications, filings and notices, as applicable, with the FRB and approval of such applications and noticesNew York Stock Exchange, (b) the filing of applications applications, filings and notices, as applicable, with the FDIC Federal Reserve Board under the BHC Act and approval of such applications applications, filings and notices, (c) the filing of applications any required applications, filings and notices, as applicable, with the New Jersey Department FDIC, and approval of such applications applications, filings, and notices, (d) the filing of any required applications, filings, and notices, as applicable, with any governmental agency that has authority over the mortgage production and sale business of the Company (inclusive of Xxxxxx Xxx and Xxxxxxx Mac), and approval of such applications, filings, and notices, (e) the filing of applications, filings and notices, as applicable, with the Tennessee Department of Financial Institutions in connection with the Merger and the Bank Merger and approval of such applications, filings and notices, (f) the filing of any required applications, filings or notices with any state banking authorities listed on Section 3.4 of the Company Disclosure Schedule or Section 4.4 of the Parent Disclosure Schedule and approval of such applications, filings and notices, (g) the filing with the Securities and Exchange Commission (the “SEC”) of a joint proxy statement in definitive form relating to the meetings of the Company’s shareholders and Parent’s shareholders to be held in connection with this Agreement and the transactions contemplated hereby (including any amendments or supplements thereto, the “Joint Proxy Statement”), and of the registration statement on Form S-4 in which the Joint Proxy Statement will be included as a prospectus, to be filed with the SEC of the S-4 (including the Joint Proxy Statement/prospectus) by Parent in connection with the SEC transactions contemplated by this Agreement (the “S-4”) and the declaration by the SEC of the effectiveness of the S-4, (f) the approval of the Parent Shareholder Matters by the requisite vote of the shareholders of Parent, (gh) the filing of the Certificates Articles of Merger with the Tennessee Secretary of State of the State of New York pursuant to the NYBCL TBCA, and the Department filing of the Treasury of the State of New Jersey pursuant to the NJBCA, (h) approval of the listing of the Parent Common Stock to be issued in the Bank Merger on the NASDAQ Global Select MarketCertificates, (i) such filings and approvals as shall be are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with any applicable state securities bureaus or commissions, the issuance of the shares of Parent Common Stock pursuant to this Agreement and (j) such other filings, authorizations or approvals as may be set forth in Section 4.04 the approval of the listing of such Parent Disclosure ScheduleCommon Stock on the New York 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 Entity”) are necessary in connection with (1i) the execution and delivery by Parent the Company of this Agreement, Agreement or (2ii) the consummation by Parent the Company of the Merger and the other transactions contemplated herebyhereby (including the Bank Merger). As of the date hereof, (3) the execution Company is not aware of any reason why the necessary regulatory approvals and delivery by Parent’s Bank consents will not be received in order to permit consummation of the Merger and the Bank Merger Agreement and (4) the consummation by Parent’s Bank of the Bank Merger and the other transactions contemplated therebyon a timely basis.

Consents and Approvals. Except for (a) the filing of applications any required applications, filings and notices, as applicable, with the FRB NYSE and approval of such applications and noticesThe NASDAQ Stock Market, LLC, (b) the filing of applications any required applications, filings and notices, as applicable, with the FDIC Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) under the BHC Act and approval of such applications applications, filings and notices, (c) the filing of applications any required applications, filings and notices, as applicable, with the New Jersey Department Federal Reserve Board under the Bank Merger Act, and approval of such applications applications, filings and notices, (d) the filing of any required applications, filings and notices, as applicable, with the Tennessee Department of Financial Institutions and the Louisiana Office of Financial Institutions, and approval of such applications, filings and notices, (e) the filing of any required applications, filings or notices with the Financial Industry Regulatory Authority (“FINRA”) and approval of such applications, filings and notices, (f) those additional applications, filings and notices, if any, listed on Section 3.4 of the IBKC Disclosure Schedule or Section 4.4 of the First Horizon Disclosure Schedule and approval of such applications, filings and notices, (g) the filing with the Securities and Exchange Commission (the “SEC”) of a joint proxy statement in definitive form relating to the meetings of IBKC’s and First Horizon’s shareholders to be held in connection with this Agreement and the transactions contemplated hereby (including any amendments or supplements thereto, the “Joint Proxy Statement”), and the registration statement on Form S-4 in which the Joint Proxy Statement will be included as a prospectus, to be filed with the SEC of the S-4 (including the Joint Proxy Statement/prospectus) by First Horizon in connection with the SEC transactions contemplated by this Agreement (the “S-4”) and the declaration by the SEC of the effectiveness of the S-4, (f) the approval of the Parent Shareholder Matters by the requisite vote of the shareholders of Parent, (gh) the filing of the Certificates Articles of Merger with the Tennessee Secretary of State of the State of New York pursuant to the NYBCL TBCA and the Department of the Treasury of the State of New Jersey Louisiana Secretary pursuant to the NJBCALBCA, as applicable, the filing of the Bank Merger Certificates with the applicable Governmental Entities as required by applicable law, and the filing of Articles of Amendment for the New First Horizon Preferred Stock with the Tennessee Secretary, and (hi) 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 First Horizon Common Stock and New First Horizon Preferred Stock (or depositary shares in respect thereof) pursuant to this Agreement and the approval of the listing of the Parent such First Horizon Common Stock to be issued and New First Horizon Preferred Stock (or depositary shares in the Merger respect thereof) on the NASDAQ Global Select Market, (i) such filings as shall be required to be made with any applicable state securities bureaus or commissions, and (j) such other filings, authorizations or approvals as may be set forth in Section 4.04 of the Parent Disclosure ScheduleNYSE, no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental or regulatory authority or instrumentality or SRO (each a “Governmental Entity Entity”) are necessary in connection with (1i) the execution and delivery by Parent IBKC of this Agreement, or (2ii) the consummation by Parent IBKC of the Merger and the other transactions contemplated herebyhereby (including the Bank Merger). As of the date hereof, (3) IBKC has no knowledge of any reason why the execution necessary regulatory approvals and delivery consents will not be received by Parent’s Bank IBKC to permit consummation of the Merger and the Bank Merger Agreement and (4) the consummation by Parent’s Bank of the Bank Merger and the other transactions contemplated therebyon a timely basis.

Consents and Approvals. Except for Neither the execution and delivery of the Investor Agreements by the Company, nor the completion by the Company of the transactions that are the subject of this Agreement or the other Investor Agreements, requires the consent of, approval by, or a filing or notification by the Company with, any Governmental Entity, other than (ai) the filing of applications and notices, as applicable, with the 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 filings with the SEC reporting the signing of Investor Agreements or the consummation of the S-4 transactions contemplated thereby; (including the Joint Proxy Statement/prospectusii) with the SEC and the declaration by the SEC of effectiveness non-objection of the S-4, (f) the approval Board of Governors of the Parent Shareholder Matters Federal Reserve System (the “Federal Reserve Board”) to any notice filed by the requisite vote of the shareholders of Parent, (g) the filing of the Certificates of Merger with the Secretary of State of the State of New York an Investor pursuant to the NYBCL and Change in Bank Control Act of 1978, as amended; (iii) consent to service of Board representatives that Other Investors have the Department right to designate under other Investor Agreements, including non-objection under section 32 of the Treasury Federal Deposit Insurance Act and waiver of the State of New Jersey pursuant to the NJBCADepository Institution Management Interlocks Act, as may be applicable; (hiv) approval of the listing of the Parent Common Stock to be issued in the Merger on the NASDAQ Global Select Market, (i) such any filings as shall or notifications that may be required to be made with any applicable state securities bureaus or commissionsgiven to the Federal Deposit Insurance Company (the “FDIC”), the Office of the Commissioner of Financial Institutions of the Commonwealth of Puerto Rico (the “OCFI”) and other banking or insurance regulatory agencies; (v) filing with the NYSE of a supplemental listing application in order to list the shares of Acquired Common Stock in accordance with Section 5.2(f); and (jvi) such other filings, authorizations securities or approvals as may be set forth blue sky laws of the various states. Assuming the Investors’ representations and warranties in Section 4.04 3.2(h) are correct, the transactions that are contemplated by this Agreement qualify for an exemption from the reporting or waiting period requirements of the Parent Disclosure Schedule, no consents or approvals Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of or filings or registrations with any Governmental Entity in connection with 1976 (1the “HSR Act”) the execution and delivery by Parent of this Agreement, (2under Section 7A(c) the consummation by Parent of the Merger and the other transactions contemplated hereby, (3) the execution and delivery by Parent’s Bank of the Bank Merger Agreement and (4) the consummation by Parent’s Bank of the Bank Merger and the other transactions contemplated therebyHSR Act.

Consents and Approvals. (a) Except for (ai) the filing of applications and notices, as applicable, as to the Merger with the FRB OTS under the HOLA and the Bank Merger Act and approval of such applications and notices, (bii) the obtaining of a waiver from the Federal Reserve Board ("FRB") pursuant to the exception provided in 12 CFR Part 225.12(d), (iii) the filing of applications and notices, as applicable, notices with the FDIC Banking Commissioner of the State of Connecticut (the "Connecticut Commissioner") and approval of such applications and noticesnotices as to the Merger (the "State Banking Approvals"), (c) the filing of applications and notices, as applicable, with the New Jersey Department and approval of such applications and notices, (div) the filing with the SEC of a registration statement on Form S-4, which will include the S-4 proxy statement/prospectus to be used in soliciting the approval of Nutmeg's shareholders at the Special Meeting (the "Proxy Statement"), to register the shares of NewMil Common Stock to be issued in connection with the Merger (including the Joint Proxy Statement/prospectus) with shares of NewMil Common Stock that may be issued upon the SEC and the declaration by the SEC of effectiveness exercise of the S-4options referred to in Section 1.6 hereof) (the "Registration Statement"), (fv) the approval of the Parent Shareholder Matters this Agreement by the requisite vote of the shareholders of ParentNutmeg, (gvi) the filing of the Certificates of Merger filings with the OTS and the Connecticut Secretary of State of required in connection with the State of New York pursuant to the NYBCL and the Department of the Treasury of the State of New Jersey pursuant to the NJBCABank Merger Agreement, (h) approval of the listing of the Parent Common Stock to be issued in the Merger on the NASDAQ Global Select Market, (ivii) such filings filings, authorizations and approvals as shall be are required to be made or obtained under the securities or "Blue Sky" laws of various states or with any applicable state securities bureaus The NASDAQ Stock Market, Inc. (or commissionssuch other exchange as may be applicable) in connection with the issuance of the shares of NewMil Common Stock pursuant to this Agreement, and (jviii) such other notices, filings, authorizations authorizations, approvals or approvals as may be consents that are set forth in Section 4.04 3.4(a) of the Parent Nutmeg 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 Entity") or with any third party are necessary in connection with (1) the execution and delivery by Parent Nutmeg of this Agreement, the Bank Merger Agreement and the Option Agreement, and (2) the consummation by Parent Nutmeg of the Merger Merger, the Option Agreement and the other transactions contemplated herebyhereby and thereby, except, in each case, for such consents, approvals or filings, the failure of which to obtain will not have a Material Adverse Effect (3as defined in Section 9.13 hereof) on the execution and delivery by Parent’s Bank ability of NewMil to consummate the Bank Merger Agreement and (4) the consummation by Parent’s Bank of the Bank Merger and the other transactions contemplated hereby or thereby.