Common use of Consents and Approvals Clause in Contracts

Consents and Approvals. Except for (i) the filing of applications and notices, as applicable, with the Federal Reserve Board under the BHC Act and approval of such applications and notices, (ii) the filing of any required applications, filings or notices with any Governmental Entity and the Other Regulatory Approvals listed in Section 6.4 of the Parent Disclosure Schedule, (iii) the filing with the SEC of the Proxy Statement and the filing and declaration of effectiveness of the F-4, (iv) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL and the filing of articles of merger and articles of share exchange and other appropriate merger and share exchange documents required by the laws of the commonwealth of Virginia and the state of 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 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 SRO, or that are required under consumer finance, mortgage banking and other similar laws, (vii) the Parent Shareholder Approval, (viii) any notices or filings under the HSR Act or applicable foreign antitrust, competition or similar laws, (ix) 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 Ordinary 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 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.

Consents and Approvals. Except for (ia) the filing of applications and notices, as applicable, with the Federal Reserve Board under the BHC Act FRB and approval of such applications and notices, (iib) the filing of any required applicationsapplications and notices, filings or notices as applicable, with any Governmental Entity the FDIC and the Other Regulatory Approvals listed in Section 6.4 approval of the Parent Disclosure Schedulesuch applications and notices, (iiic) 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 Statement/prospectus) with the SEC and the filing and declaration by the SEC of effectiveness of the F-4S-4, (ivf) the approval of the Parent Shareholder Matters by the requisite vote of the shareholders of Parent, (g) the filing of the Certificate Certificates of Merger with the Secretary of State of the State of Delaware New York pursuant to the DGCL NYBCL and the filing of articles of merger and articles of share exchange and other appropriate merger and share exchange documents required by the laws Department of the commonwealth Treasury of Virginia and the state State of TexasNew Jersey pursuant to the NJBCA, (vh) any notices approval of the listing of the Parent Common Stock to or filings with be issued in the SBAMerger on the NASDAQ Global Select Market, (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 SRO, or that are required under consumer finance, mortgage banking and other similar laws, (vii) the Parent Shareholder Approval, (viii) any notices or filings under the HSR Act or applicable foreign antitrust, competition or similar laws, (ixi) such filings and approvals as are shall be required to be made with any applicable state securities bureaus or obtained under the securities commissions, and (j) such other filings, authorizations or “Blue Sky” laws of various states approvals as may be set forth in connection with the issuance Section 4.04 of the Parent Ordinary 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 SegurosDisclosure Schedule, no consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with 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 (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 (ia) the filing of applications applications, filings and notices, as applicable, with the Board of Governors of the Federal Reserve Board System (the “Federal Reserve Board”) under the BHC Act and the Home Owners’ Loan Act and approval of such applications applications, filings and notices, (iib) the filing of applications, filings and notices, as applicable, with the OCC in connection with the Bank Merger, under the Bank Merger Act, and approval of such applications, filings and notices, (c) the filing of any required applications, filings or notices notices, as applicable, with any Governmental Entity the Financial Industry Regulatory Authority (“FINRA”) and the Other Regulatory Approvals listed in Section 6.4 approval of the Parent Disclosure Schedulesuch applications, filings and notices, (iiid) the filing with the SEC of a proxy statement in definitive form relating to the 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 “Proxy Statement-Prospectus”), and of the Registration Statement in which the Proxy Statement and Statement-Prospectus will be included as a prospectus, to be filed with the filing SEC by CenterState in connection with the transactions contemplated by this Agreement and declaration of effectiveness of the F-4Registration Statement, (ive) the filing of the Certificate Certificates/Articles of Merger with the Florida Secretary of State of the State of Delaware pursuant to the DGCL FBCA and the filing Maryland State Department of articles of merger Assessments and articles of share exchange and other appropriate merger and share exchange documents required by the laws of the commonwealth of Virginia and the state of 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 Taxation pursuant to the regulation of broker-dealers, investment companies, investment advisers or transfer agents and federal commodities laws relating MGCL to the regulation of futures commission merchantsextent required, 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, (vii) the Parent Shareholder Approval, (viii) any notices or filings under the HSR Act or applicable foreign antitrust, competition or similar laws, (ixf) 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 Ordinary Shares shares of CenterState Common Stock 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 “ProspectusRegulatory Approvals”), (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 Authority are necessary in connection with (i) the execution and delivery by Charter of this Agreement or (ii) the consummation by Parent Charter of the Transaction Merger and the other transactions contemplated hereby (including the consummation by this AgreementCharterBank of the Bank Merger). No As of the date hereof, Charter is not aware of any reason why the necessary Regulatory Approvals and consents or approvals will not be received in order to permit consummation of or filings or registrations with any Governmental Entity are necessary in connection with the execution Merger and delivery by Parent of this AgreementBank Merger on a timely basis.

Consents and Approvals. (a) Except for (ia) the filing of applications and notices, as applicable, with the Board of Governors of the Federal Reserve Board under the BHC Act System (“FRB”) and approval of such applications and notices, (iib) the filing of any required applicationsapplications and notices, filings or notices as applicable, with any Governmental Entity the FDIC and the Other Regulatory Approvals listed in Section 6.4 approval of the Parent Disclosure Schedulesuch applications and notices, (iiic) the filing of applications and notices, as applicable, with the OCC, and approval of such applications and notices, (d) the filing of applications and notices, as applicable, with the 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 Company's shareholders and Parent’s shareholders to be held in connection with this Agreement and the transactions contemplated hereby (the “Proxy Statement”) and the filing with the SEC and the declaration of effectiveness by the SEC of the registration statement on Form S-4 (the “S-4”) in which the Proxy Statement will be included as a joint proxy statement and prospectus, (f) the filing and declaration of effectiveness approval of the F-4Company Shareholder Matters by the requisite vote of the shareholders of the Company, (ivg) the filing of the Certificate Certificates of Merger with the Secretary of State of the State of Delaware New York pursuant to the DGCL NYBCL and the filing of articles of merger and articles of share exchange and other appropriate merger and share exchange documents required by the laws Department of the commonwealth Treasury of Virginia and the state State of TexasNew Jersey pursuant to the NJBCA, (vh) any notices approval of the listing of the Parent Common Stock to or filings with be issued in the SBAMerger on the NASDAQ Global Select Market, (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 SRO, or that are required under consumer finance, mortgage banking and other similar laws, (vii) the Parent Shareholder Approval, (viii) any notices or filings under the HSR Act or applicable foreign antitrust, competition or similar laws, (ixi) such filings and approvals as are shall be required to be made with any applicable state securities bureaus or obtained under the securities commissions, and (j) such other filings, authorizations or “Blue Sky” laws of various states approvals as may be set forth in connection with the issuance Section 3.04 of the Parent Ordinary 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 SegurosCompany 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 are necessary Entity”) in connection with (1) the execution and delivery by the Company of this Agreement, (2) the consummation by Parent the Company of the Transaction Merger 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 hereby, (3) the execution and delivery by Parent the Company’s Bank of this Agreementthe Bank Merger Agreement and (4) the consummation by the Company’s Bank of the Bank Merger and the other transactions contemplated thereby.

Consents and Approvals. Except for (i) the filing of applications and notices, as applicable, with the Board of Governors of the Federal Reserve Board System (the "Federal Reserve Board") under the BHC Act and approval of such applications and notices, (ii) the filing of any required applications, filings applications or notices with any Governmental Entity state or foreign agencies and approval of such applications and notices (the Other Regulatory Approvals listed in Section 6.4 of the Parent Disclosure Schedule"State Approvals"), (iii) 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 (the "S-4") in which the Joint Proxy Statement and the filing and declaration of effectiveness of the F-4will be included as a prospectus, (iv) the filing of the Certificate of Merger with the Delaware Secretary pursuant to the DGCL, and certificate of State merger with the Ohio Secretary pursuant to the OGCL and a certificate of merger with the State of Delaware Secretary pursuant to the DGCL and the filing of articles of merger and articles of share exchange and other appropriate merger and share exchange documents required by the laws in respect of the commonwealth of Virginia and the state of TexasFirst 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-dealersdealers or investment advisers, 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 merchants and the rules and regulations thereunder and of any securities or futures exchange or other applicable industry self-regulatory organization ("SRO"), and the rules of the NYSE, or that which are required under consumer finance, mortgage banking and other similar laws, (vii) the Parent Shareholder Approval, (viii) any notices or filings under the HSR Act or applicable foreign antitrust, competition or similar laws, (ix) 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 Ordinary Shares shares of Newco Common Stock pursuant to this Agreement and (viii) the approval of listing of such Parent Ordinary Shares and Parent ADSs on the NYSE, (x) the registration with and verification this Agreement by the National Securities Exchange Commission of Spain (the “NSEC”) of a prospectus (folleto) relating to the Share Exchange (the “Prospectus”), (xi) the filing requisite vote of the Deed stockholders of execution of the Capital Increase against contribution in kind, the filing of the necessary auditors’ report BANC ONE 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 SegurosFCN, 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 (A) the execution and delivery by FCN of this Agreement and (B) the consummation by Parent FCN of the Transaction Second Step Merger 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 Agreementhereby.

Consents and Approvals. Except for (i) the filing of applications and noticesNo consent, as applicablewaiver, with the Federal Reserve Board under the BHC Act and authorization or approval of such applications any Governmental Entity, and notices, (ii) the no declaration or notice to or filing of any required applications, filings or notices registration with any Governmental Entity and the Other Regulatory Approvals listed Entity, is necessary or required in Section 6.4 of the Parent Disclosure Schedule, (iii) the filing connection with the SEC execution and delivery of this Agreement by the Proxy Statement and Company or the filing and declaration performance by the Company or its Subsidiaries of effectiveness of the F-4their obligations hereunder, except for: (ivi) the filing of the 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 of Delaware pursuant to in accordance with the DGCL and the DLLCA; (iii) the filing of articles a Notification and Report Form under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of merger and articles 1976, as amended (the “HSR Act”); (iv) the filing of share exchange and other appropriate merger and share exchange documents required applications or notices regarding the transaction that is the subject of this Agreement (including the financing thereof) jointly by the laws parties with the FCC and State Regulators for, in the case of applications, approval of the commonwealth transfer of Virginia control of the Company, and the state receipt of Texas, such approvals; (v) any notices if applicable, notification to or filings with and clearance by CFIUS under Section 721 of the SBAUnited 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 terms of the September 26, 2011, network security agreement by and between the Company and the Team Telecom Agencies (the “2011 NSA”) regarding a planned change in control of the Company and amendment or termination of the 2011 NSA or negotiation of a new mitigation instrument with the Team Telecom Agencies; (vii) the filing of an updated certificate pertaining to foreign interests by the Company with the Defense Security Service (“DSS”) regarding a planned change in foreign ownership, control, and influence (“FOCI”) of Parent; (viii) applicable requirements of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”) and of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”); (ix) such consents, waivers, authorizations or approvals of any Governmental Entity set forth on Schedule 3.4 of the Company Disclosure Schedule; and (x) such other consents, waivers, 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-dealersdeclarations, investment companiesnotices, 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, (vii) the Parent Shareholder Approval, (viii) any notices or filings under the HSR Act or applicable foreign antitrust, competition or similar laws, (ix) 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 Ordinary 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 as will be obtained or made prior to the Closing or which, if not obtained or made, would not have a Company Material Adverse Effect or prevent or materially delay 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.

Consents and Approvals. Except for (ia) 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 Board of Governors of the Federal Reserve Board System (the “Federal Reserve Board”) under the BHC Act and approval of such applications applications, filings and notices, (iic) the filing of any required applications, filings and notices, as applicable, with the FDIC, and approval of such 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 Governmental Entity and the Other Regulatory Approvals state banking or insurance regulatory authorities listed in on Section 6.4 3.4 of the Parent CenterState Disclosure ScheduleSchedule or Section 4.4 of the South State Disclosure Schedule and approval of such applications, filings and notices, (iiif) 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 by South State in connection with the Proxy Statement transactions contemplated by this Agreement (the “S-4”), and the filing and declaration of effectiveness of the F-4S-4, (ivg) the filing of the Certificate Articles of Merger with the South Carolina Secretary of State of the State of Delaware pursuant to the DGCL SCBCA and the Florida Secretary pursuant to the FBCA, as applicable, and the filing of articles of merger and articles of share exchange and other appropriate merger and share exchange documents the Bank Merger Certificates with the applicable Governmental Entities as required by the laws of the commonwealth of Virginia and the state of Texasapplicable law, (vh) the filing of any notices to or filings with the SBA, (vi) any consents, authorizations, approvalsapplications, 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 SRO, or that are required under consumer finance, mortgage banking and other similar laws, (vii) the Parent Shareholder Approval, (viii) any notices or filings under the Hxxx Sxxxx Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act or applicable foreign antitrustAct”), competition or similar laws, and (ixi) 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 Ordinary Shares shares of South State Common Stock pursuant to this Agreement and the approval of the listing of such Parent Ordinary Shares and Parent ADSs South State Common Stock 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 SegurosNASDAQ, 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 (x) the execution and delivery by CenterState of this Agreement or (y) the consummation by Parent CenterState of the Transaction Merger and the other transactions contemplated hereby (including the 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 this Agreement. No consents or approvals CenterState to permit consummation of or filings or registrations with any Governmental Entity are necessary in connection with the execution Merger and delivery by Parent of this AgreementBank Merger on a timely basis.

Consents and Approvals. Except for (ia) 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 Federal Reserve Board under the BHC Act and approval of such applications applications, filings and notices, (iic) the filing of any required applications, filings and notices, as applicable, with the FDIC, and approval of such 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 Governmental Entity and the Other Regulatory Approvals state banking or insurance regulatory authorities listed in on Section 6.4 3.4 of the Parent CenterState Disclosure ScheduleSchedule or Section 4.4 of the South State Disclosure Schedule and approval of such applications, filings and notices, (iiif) the filing with the SEC of the Joint Proxy Statement and the filing S-4 in which the Joint Proxy Statement will be included as a prospectus, and the declaration of effectiveness of the F-4S-4, (ivg) the filing of the Certificate Articles of Merger with the South Carolina Secretary of State of the State of Delaware pursuant to the DGCL SCBCA and the Florida Secretary pursuant to the FBCA, as applicable, and the filing of articles of merger and articles of share exchange and other appropriate merger and share exchange documents the Bank Merger Certificates with the applicable Governmental Entities as required by the laws of the commonwealth of Virginia and the state of Texasapplicable law, (vh) the filing of any notices to or filings with the SBA, (vi) any consents, authorizations, approvalsapplications, 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 SRO, or that are required under consumer finance, mortgage banking and other similar laws, (vii) the Parent Shareholder Approval, (viii) any notices or filings under the HSR Act or applicable foreign antitrustAct, competition or similar laws, and (ixi) 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 Ordinary Shares shares of South State Common Stock pursuant to this Agreement and the approval of the listing of such Parent Ordinary Shares and Parent ADSs South State Common Stock 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 SegurosNASDAQ, no consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with (x) the execution and delivery by South State of this Agreement or (y) the consummation by Parent South State of the Transaction Merger and the other transactions contemplated hereby (including the 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 this Agreement. No consents or approvals South State to permit consummation of or filings or registrations with any Governmental Entity are necessary in connection with the execution Merger and delivery by Parent of this AgreementBank Merger on a timely basis.

Consents and Approvals. Except for (i) the filing of applications and notices, as applicable, with the Board of Governors of the Federal Reserve Board System (the “Federal Reserve Board”) under the BHC Act and approval of such applications and notices, (ii) the filing of any required applications, filings or notices with any Governmental Entity foreign, federal or state banking, insurance or other regulatory authorities and the Other Regulatory Approvals approval of such applications, filings and notices listed in Section 6.4 5.4 of the Parent Company Disclosure ScheduleSchedule (the “Other Regulatory Approvals”), (iii) the filing with the SEC Securities and Exchange Commission (the “SEC”) of the proxy statement (the “Proxy Statement Statement”) in definitive form relating to the special meeting of the Company’s stockholders to be held in connection with this Agreement and the Transaction and the other transactions contemplated hereby and the filing and declaration of effectiveness of the registration statement of Parent on Form F-4 (the “F-4”) in which the Proxy Statement will be included as a prospectus of Parent, (iv) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL and the filing of articles of merger and articles of share exchange and other appropriate merger and share exchange documents required by the laws of the commonwealth 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 NASD, or that are required under consumer finance, mortgage banking and other similar laws, (vii) the Parent Shareholder Company Stockholder Approval, (viii) any notices or filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act Act”) or applicable foreign antitrust, competition or similar laws, and (ix) 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 Ordinary Shares and Parent ADSs 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 New York Stock Exchange (the “ProspectusNYSE”), (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 court, administrative agency or commission or other governmental authority or instrumentality (each a “Governmental Entity Entity”) are necessary in connection with the consummation by Parent 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.

Consents and Approvals. Except for (ia) the filing of applications any required applications, filings and notices, as applicable, with the Board of Governors of the Federal Reserve Board System (the “Federal Reserve Board”) under the BHC Act and approval of such applications applications, filings and notices, (iib) the filing of 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, filings and notices, (c) the filing of any required applications, filings or notices with any Governmental Entity and the Other Regulatory Approvals state banking authorities listed in on Section 6.4 3.4 of the Parent TCBI Disclosure ScheduleSchedule or Section 4.4 of the IBTX Disclosure Schedule and approval of such applications, filings and notices, (iiid) the filing of any required applications, filings and notices, as applicable, with the NASDAQ, (e) 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 by IBTX in connection with the Proxy Statement transactions contemplated by this Agreement (the “S-4”) and the filing and declaration of effectiveness of the F-4S-4, (ivf) the filing of the Certificate Certificates of Merger with the Texas Secretary of State of the State of Delaware pursuant to the DGCL TBOC and the Delaware Secretary pursuant to the DGCL, as applicable, the filing of the Bank Merger Certificates with the applicable Governmental Entities as required by applicable law, and the filing of articles the Statement of merger and articles of share exchange and other appropriate merger and share exchange documents required by Designations for the laws of the commonwealth of Virginia and the state of Texas, (v) any notices to or filings New IBTX Preferred Stock with the SBA, Texas Secretary and (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 SRO, or that are required under consumer finance, mortgage banking and other similar laws, (vii) the Parent Shareholder Approval, (viii) any notices or filings under the HSR Act or applicable foreign antitrust, competition or similar laws, (ixg) 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 Ordinary Shares shares of IBTX Common Stock and New IBTX Preferred Stock pursuant to this Agreement and the approval of the listing of such Parent Ordinary Shares IBTX Common Stock and Parent ADSs New IBTX Preferred Stock 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 SegurosNASDAQ, 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 (i) the execution and delivery by TCBI of this Agreement or (ii) the consummation by Parent TCBI of the Transaction Merger and the other transactions contemplated hereby (including the Bank Merger). TCBI is not aware of any reason why the necessary regulatory approvals and consents will not be received by this Agreement. No consents or approvals TCBI to permit consummation of or filings or registrations with any Governmental Entity are necessary in connection with the execution Merger and delivery by Parent of this AgreementBank Merger on a timely basis.

Consents and Approvals. Except for (ia) the filing of applications and notices, as applicable, with the 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, (ii) the filing of any required applications, filings or notices with any Governmental Entity and the Other Regulatory Approvals listed in Section 6.4 of the Parent Disclosure Schedule, (iiib) the filing with the SEC Securities and Exchange Commission of 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 of a registration statement on Form S-4 (the “Registration Statement”) in which the Proxy Statement will be included as a prospectus, and the filing and declaration of effectiveness of the F-4Registration Statement, (ivc) the filing of the Certificate Maryland Articles of Merger with with, and its acceptance for record by, the Secretary of State of the State of Delaware Maryland pursuant to the DGCL MGCL, the filing of the Pennsylvania Articles of Merger with, and its acceptance for record by, the Secretary of State of the Commonwealth of Pennsylvania pursuant to the ETL, and the filing of articles of merger the Bank Merger Certificates and articles of share exchange and other appropriate merger and share exchange documents required by the laws of the commonwealth of Virginia and the state of 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 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 SRO, or that are required under consumer finance, mortgage banking and other similar laws, (vii) the Parent Shareholder Approval, (viii) any notices or filings under the HSR Act or applicable foreign antitrust, competition or similar laws, (ixd) 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 Ordinary Shares shares of FNB Common Stock pursuant to this Agreement and approval of the listing on the NYSE of such Parent Ordinary Shares and Parent ADSs on the NYSE, (x) the registration with and verification by the National Securities Exchange Commission shares 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 FNB Common Stock issuable in the Transaction and (xii) required approvals of the Bank of Spain and the Spanish Direccion General de SegurosMerger, 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 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 (i) the execution and delivery by Parent HBI of this AgreementAgreement and (ii) the consummation by HBI of the Merger and the other transactions this Agreement contemplates. No event has occurred, nor has any circumstance arisen, that, to the 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 Requisite Regulatory Approvals on a timely basis or result in the imposition of a Materially Burdensome Regulatory Condition.

Consents and Approvals. Except for (ia) the filing of applications and notices, as applicable, with the Federal Reserve Board under the BHC Act and approval of such applications and notices, (iib) the filing of any required applications, filings applications or notices with any Governmental Entity state or foreign agencies and approval of such applications and notices (the Other Regulatory Approvals listed in Section 6.4 of the Parent Disclosure Schedule"State Approvals"), (iiic) 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 (the "S-4") in which the Joint Proxy Statement and the filing and declaration of effectiveness of the F-4will be included as a prospectus, (ivd) the filing of the Certificate of Merger with the Secretary Michigan Department of State of the State of Delaware Consumer and Industry Services, Corporation, Securities and Land Development Bureau pursuant to the DGCL MBCA and the filing Wisconsin Department of articles of merger and articles of share exchange and other appropriate merger and share exchange documents required by Financial Institutions pursuant to the laws of the commonwealth of Virginia and the state of TexasWBCL, (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 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 SRO, or that are required under consumer finance, mortgage banking and other similar laws, (vii) the Parent Shareholder Approval, (viii) any notices or filings under the HSR Act or applicable foreign antitrust, competition or similar laws, (ixe) 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 Ordinary Shares Common Stock pursuant to this Agreement Plan, and (f) the approval of listing of such Parent Ordinary Shares and Parent ADSs on the NYSE, (x) the registration with and verification this Plan by the National Securities Exchange Commission of Spain (the “NSEC”) of a prospectus (folleto) relating to the Share Exchange (the “Prospectus”), (xi) the filing requisite vote of the Deed of execution shareholders 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 SegurosCompany, 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 (i) the execution and delivery by the Company of this Plan and (ii) the consummation by Parent the Company of the Transaction Merger 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 Agreementhereby.

Consents and Approvals. Except for (ia) the filing of applications any required applications, filings and notices, as applicable, with the NASDAQ Stock Market, LLC, (b) the filing of any required applications, filings and notices, as applicable, with the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) under the BHC Act and approval of such applications, filings and notices, (c) the filing of any required applications, filings and notices, as applicable, with the Federal Reserve Board under the BHC Act Bank Merger Act, and approval of such applications applications, filings and notices, (iid) the filing of any required applications, filings or notices and notices, as applicable, with any Governmental Entity the California Department of Financial Protection and Innovation and the Other Regulatory Approvals listed in Section 6.4 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 Parent Disclosure ScheduleMassachusetts Commissioner of Banks, (iiie) 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 by SVB Financial in connection with the transactions contemplated by this Agreement (the “S-4”) and the declaration by the SEC of the Proxy Statement and the filing and declaration of effectiveness of the F-4S-4, (ivg) the filing of the 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 Delaware pursuant to the DGCL DGCL, the filing of the Articles of Merger with the Massachusetts Secretary pursuant to the MBCA and the filing of articles of merger and articles of share exchange and other appropriate merger and share exchange documents required by the laws of the commonwealth of Virginia and the state of Texas, (v) any notices to or filings with the SBA, (vi) any consents, authorizations, approvals, filings or exemptions in connection with compliance Bank Merger Certificates with the applicable provisions of federal Governmental Entities as required by applicable law, 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 SRO, or that are required under consumer finance, mortgage banking and other similar laws, (vii) the Parent Shareholder Approval, (viii) any notices or filings under the HSR Act or applicable foreign antitrust, competition or similar laws, (ixi) 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 Ordinary Shares shares of SVB Financial Common Stock pursuant to this Agreement and the approval of the listing of such Parent Ordinary Shares and Parent ADSs SVB Financial Common Stock 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 SegurosNASDAQ, 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 (A) the execution and delivery by Boston Private of this Agreement or (B) the consummation by Parent Boston Private of the Transaction Merger and the other transactions contemplated hereby (including the Bank Merger). As of the date hereof, Boston Private has no knowledge of any reason why the necessary regulatory approvals and consents will not be received by this Agreement. No consents or approvals Boston Private to permit consummation of or filings or registrations with any Governmental Entity are necessary in connection with the execution Merger and delivery by Parent of this Agreementthe Bank Merger on a timely basis.

Consents and Approvals. Except for (i) the filing filings of applications and noticesnotices with, as applicableand receipt of consents, with authorizations, approvals, exemptions or non-objections from, the Federal Reserve Board under Securities and Exchange Commission (the BHC Act “SEC”), New York Stock Exchange (the “NYSE”), state securities authorities, the Financial Industry Regulatory Authority, applicable securities, commodities and approval of such applications futures exchanges, and noticesother industry self-regulatory organizations (each, an “SRO”), (ii) the filing of any other required applications, filings or notices with the Board of Governors of the Federal Reserve System (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 Entity”) and approval of or non-objection to such applications, filings and notices (taken together with the Other Regulatory Approvals items listed in Section 6.4 of clause (i), the Parent Disclosure Schedule“Regulatory Approvals”), (iii) 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 (or such other applicable form) (the filing “Form S-4”) in which the Joint Proxy Statement will be included as a prospectus, and declaration of effectiveness of the F-4Form S-4 and the filing and effectiveness of the registration statement contemplated by Section 6.1(b), (iv) the filing of the Texas Certificate of Merger with the Texas Secretary of State of the State of Delaware pursuant to the DGCL and the filing Maryland Articles of articles of merger and articles of share exchange and other appropriate merger and share exchange documents required by Merger with the laws of the commonwealth of Virginia and the state of TexasSDAT, (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 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 SRO, or that are required under consumer finance, mortgage banking and other similar laws, (vii) the Parent Shareholder Approval, (viii) 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, Act”) and (ixvi) such filings and approvals as are required to be made or obtained under the securities or “Blue Skyblue sky” laws of various states in connection with the issuance of the Parent Ordinary Shares shares of Purchaser Common Stock pursuant to this Agreement and approval of listing of such Parent Ordinary Shares and Parent ADSs Purchaser Common Stock 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 the consummation by Parent Company of the Transaction Merger 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 Company of this Agreement.

Consents and Approvals. Except for No consents or approvals of, or filings or registrations with, any Governmental Authority are necessary in connection with (i) the filing execution and delivery by the MLP Parties of applications and notices, as applicable, with the Federal Reserve Board under the BHC Act and approval of such applications and notices, this Agreement or (ii) the consummation by the MLP Parties of the Merger Transactions, except for (A) the filing of any required applications, filings applications or notices with any Governmental Entity state or foreign agencies of competent jurisdiction and the Other Regulatory Approvals listed in Section 6.4 approval of the Parent Disclosure Schedulesuch applications or notices, (iiiB) the filing with the SEC of a proxy statement relating to the Proxy 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 (such registration statement and any amendments or supplements thereto, the “Registration Statement,” and the proxy statement/prospectus included in such Registration Statement and any amendments or supplements thereto, the filing and declaration of effectiveness of the F-4“Proxy Statement/Prospectus”), (ivC) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL and the filing of articles of merger and articles of share exchange and other appropriate merger and share exchange documents required by the laws of the commonwealth of Virginia and the state of TexasDelaware, (v) any notices to or filings with the SBA, (viD) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions rules 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 SRO, or that are required under consumer finance, mortgage banking and other similar lawsNYSE, (vii) the Parent Shareholder Approval, (viii) any notices or filings under the HSR Act or applicable foreign antitrust, competition or similar laws, (ixE) such filings and approvals as are may be required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the Parent Ordinary 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 New Common Units in connection with the consummation by Parent of the Transaction and the other transactions contemplated by Merger pursuant to this Agreement. No consents or approvals of or , and (F) such other consents, authorizations, 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 are necessary in connection with the execution and delivery by Parent of this Agreementrespect to MLP.

Consents and Approvals. Except for (ia) the filing of applications and notices, as applicable, with the Federal Reserve Board under the Bank Merger Act and the BHC Act and approval of such applications and notices, (iib) the filing of any required applicationsa notice with the OTS pursuant to 12 C.F.R. § 563.22(h)(1), filings or notices with any Governmental Entity and (c) the Other Regulatory Approvals listed in Section 6.4 receipt of the Parent Disclosure Scheduleapproval 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, (iiid) the filing and approval of applications with the SEC Director of the Proxy Statement New Mexico Financial Institutions Division to, among other things, merge the Bank into the Buyer Bank immediately upon conversion of the Bank to a New Mexico state bank, (e) filings under state securities and “blue sky” Laws, (f) the filing and declaration of effectiveness Articles of Merger with the Public Regulation Commission of the F-4, (iv) State of New Mexico pursuant to the NMBCA and the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL and the filing of articles of merger and articles of share exchange and other appropriate merger and share exchange documents required by the laws of the commonwealth of Virginia and the state of TexasDGCL, (vg) any notices the authorization to or filings with list shares of Buyer Common Stock to be issued in the SBAMerger on the NASDAQ, (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 SRO, or that are required under consumer finance, mortgage banking and other similar laws, (vii) the Parent Shareholder Approval, (viii) any notices or filings under the HSR Act or applicable foreign antitrust, competition or similar laws, (ix) 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 Ordinary 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”), (xih) the filing of this Agreement and the Deed of execution Bank Merger Agreement together with copies of the Capital Increase against contribution in kindresolutions approving this Agreement and the Bank Merger Agreement and 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 Buyer Bank with the Director of Financial Institutions Division pursuant to the NMBA and the Public Regulation Commission of the State of New Mexico, (i) the filing with the SEC of the necessary auditors’ report Proxy Statement/Prospectus and the filing and declaration of effectiveness of the necessary report S-4 and any filings or approvals under applicable state securities laws and (j) such filings, authorizations or approvals as may be set forth in Section 4.4 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 SegurosBuyer 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 (i) the execution and delivery by the Buyer of this Agreement and (ii) the consummation by Parent Buyer of the Transaction Merger and the other transactions contemplated by this Agreement. No consents or approvals of or hereby, other than consents, approvals, filings or registrations with any Governmental Entity are necessary which have been obtained or made or which, if not obtained or made, would not have, individually or in connection with the execution and delivery by Parent of this Agreementaggregate, a Material Adverse Effect on the Buyer.

Consents and Approvals. Except for (i) 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 Federal Reserve Board under the BHC Act and approval of such applications and notices, ; (ii) the filing of any required applications, filings or notices with any Governmental Entity and the Other Regulatory Approvals listed in Section 6.4 of the Parent Disclosure Schedule, (iiivi) the filing with the SEC of the Proxy Statement Statement/Prospectus and the filing with, and declaration of effectiveness by, the SEC of the F-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, (ivvii) the filing of the Migratory Merger Certificates and the Certificate of Merger with the Secretary Secretaries of State of the State States of Delaware Maine and Delaware, as applicable, pursuant to the DGCL MBCA and the filing of articles of merger DGCL, as applicable, (viii) the consents and articles of share exchange and other appropriate merger and share exchange documents required by the laws approvals set forth in Section 4.4 of the commonwealth of Virginia and the state of TexasTD Disclosure Schedule, (vix) any notices to or filings with under the SBAHSR Act, (vix) any 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 and or state securities laws relating to the regulation of broker-dealers, investment companiescompanies and investment advisors, investment advisers or transfer agents (xiii) such filings, notifications and federal commodities laws relating to approvals as are required under the regulation of futures commission merchants, commodity trading advisers, commodity pool operators or introducing brokers SBIA and the rules and regulations of the SBA thereunder and of any securities or futures exchange or other SRO, or that are required under consumer finance, mortgage banking and other similar laws, (viixiv) the Parent Shareholder Approval, (viii) any notices or filings under the HSR Act or applicable foreign antitrust, competition or similar laws, (ix) such filings consents and approvals as of third parties which are required not Governmental Entities, the failure of which to be made obtained will not have and would not be reasonably expected to have, individually or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the Parent Ordinary 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 Segurosaggregate, 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 (A) the execution and delivery by TD and Berlin Mergerco of this Agreement and the execution, delivery and performance by TD of the Stockholders Agreement and (B) the consummation by Parent TD and Berlin Mergerco of the Transaction Acquisition Merger 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 Agreementhereby.

Consents and Approvals. Except for (ia) the filing of applications any required applications, filings and notices, as applicable, with the NYSE, (b) the filing of any required applications, filings and notices, as applicable, with the Board of Governors of the Federal Reserve Board System (the “Federal Reserve Board”) under the BHC Act and approval of such applications applications, filings and notices, (iic) the filing of any required applications, filings and notices, as applicable, with the Office of the Comptroller of the Currency (the “OCC”) in connection with the Bank Merger, and approval of such applications, filings and notices, (d) the filing of any required applications, filings or notices with any Governmental Entity and the Other Regulatory Approvals state banking or insurance authorities listed in on Section 6.4 3.4 of the Parent Sterling Disclosure ScheduleSchedule or Section 4.4 of the Wxxxxxx Disclosure Schedule and approval of such applications, filings and notices, (iiie) the filing with the SEC Securities and Exchange Commission (the “SEC”) of a joint proxy statement in definitive form relating to the meetings of Sterling’s and Wxxxxxx’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 by Wxxxxxx in connection with the transactions contemplated by this Agreement (the “S-4”) and the filing and declaration of effectiveness of the F-4S-4, (ivf) the filing of the Wxxxxxx Certificate Amendment, the Certificate of Merger and the Certificate of Designations for the New Wxxxxxx Preferred Stock with the Delaware Secretary of State of the State of Delaware pursuant to the DGCL and the filing of articles of merger the Bank Merger Certificates and articles of share exchange and other appropriate merger and share exchange documents required by the laws of the commonwealth of Virginia and the state of 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 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 SRO, or that are required under consumer finance, mortgage banking and other similar laws, (vii) the Parent Shareholder Approval, (viii) any notices or filings under the HSR Act or applicable foreign antitrust, competition or similar laws, (ixg) 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 Ordinary Shares shares of Wxxxxxx Common Stock and New Wxxxxxx Preferred Stock (or depositary shares in respect thereof) pursuant to this Agreement and the approval of the listing of such Parent Ordinary Shares Wxxxxxx Common Stock and Parent ADSs New Wxxxxxx Preferred Stock (or depositary shares in respect thereof) 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 court, administrative agency or commission or other governmental authority or instrumentality or SRO (each a “Governmental Entity Entity”) are necessary in connection with (i) the execution and delivery by Sterling of this Agreement or (ii) the consummation by Parent Sterling of the Transaction Merger and the other transactions contemplated by this Agreementhereby (including the Bank Merger). No As of the date hereof, Sterling is not aware of any reason why the necessary regulatory approvals and consents or approvals will not be received in order to permit consummation of or filings or registrations with any Governmental Entity are necessary in connection with the execution Merger and delivery by Parent of this AgreementBank Merger on a timely basis.

Consents and Approvals. Except for (ia) the filing of applications applications, filings and notices, as applicable, with the NASDAQ, (b) the filing of applications, filings and notices, as applicable, with the Board of Governors of the Federal Reserve Board System (the “Federal Reserve Board”) under the BHC Act and approval of such applications applications, filings and notices, (iic) the filing of any required applications, filings or notices and notices, as applicable, with any Governmental Entity the Idaho Department of Finance (the “Idaho Department”), and the Other Regulatory Approvals listed 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 Section 6.4 which Home Federal Bank participates in connection with the Bank Merger or the transfer of the Parent Disclosure ScheduleShared-Loss Agreements, and approval of such applications, filings and notices, (iiid) 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 (the “S-4”) in which the Proxy Statement and will be included as a prospectus, to be filed with the filing SEC by Cascade in connection with the 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 F-4S-4, (ive) any filings or notices with the U.S. Department of Justice under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), (f) the filing of the Certificate Articles of Merger with the Secretary of State of the State of Delaware Maryland Department pursuant to the DGCL MGCL and the Oregon Secretary pursuant to the OBCA, and the filing of articles of merger the Bank Merger Certificates, and articles of share exchange and other appropriate merger and share exchange documents required by the laws of the commonwealth of Virginia and the state of 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 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 SRO, or that are required under consumer finance, mortgage banking and other similar laws, (vii) the Parent Shareholder Approval, (viii) any notices or filings under the HSR Act or applicable foreign antitrust, competition or similar laws, (ixg) 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 the Parent Ordinary Shares any securities pursuant to this Agreement and the approval of the listing of such Parent Ordinary Shares and Parent ADSs the shares of Cascade Common Stock issued in conjunction with the transactions contemplated by this Agreement 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 SegurosNASDAQ, 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 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 (A) the execution and delivery by Parent Home of this AgreementAgreement or (B) the consummation by Home of the Merger and the consummation by Home or any Home Subsidiary of the other transactions contemplated hereby (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 (i) the filing of applications and notices, as applicable, with the Federal Reserve Board under the BHC Act and approval of such applications and notices, (iia) the filing of any required applications, filings or notices with any Governmental Entity the Federal Reserve under the BHC Act and approval of such applications, filings and notices, (b) the filing of 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 the Other Regulatory Approvals listed Pennsylvania Department of Banking and Securities in Section 6.4 connection with the Bank Merger, including under the Bank Merger Act, and approval of such applications, filings and notices, (d) compliance with any applicable requirements of the Parent Disclosure ScheduleSecurities Act and the Exchange Act, (iii) including the filing with the SEC of the Proxy Statement and the filing Form S-4, and the declaration of effectiveness of the F-4Form S-4, (ive) the filing of the Certificate Statement of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL and Pennsylvania Department, (f) the filing of articles of merger and articles of share exchange and other appropriate merger and share exchange documents required by the laws of the commonwealth of Virginia and the state of TexasBank Merger Certificates, (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 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 SRO, or that are required under consumer finance, mortgage banking and other similar laws, (vii) the Parent Shareholder Approval, (viii) any notices or filings under the HSR Act or applicable foreign antitrust, competition or similar laws, (ixg) 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 Ordinary Shares Common Stock pursuant to this Agreement and Agreement, (h) approval of listing of such Parent Ordinary Shares and Parent ADSs Common Stock on the NYSE, NASDAQ and (xi) 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 kindextent required, the filing of any notices or other filings under 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 SegurosHSR 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 necessary required to be made or obtained by Parent or any of its Subsidiaries in connection with 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 (i) the execution and delivery by Parent of this AgreementAgreement or (ii) the consummation by Parent of the transactions contemplated hereby, expect for such consents, approvals, authorizations, filings or registrations that would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect on Parent.

Consents and Approvals. Except for (i) the filing of applications and notices, as applicable, with the Federal Reserve Board under the BHC Act and approval of such applications the Merger and noticesthe Subsidiary Merger by the Office of Thrift Supervision (the “OTS”), (ii) 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 any required applications, filings or notices with any Governmental Entity and the Other Regulatory Approvals banking, insurance or other regulatory authorities listed in Section 6.4 4.4(iii) of the Parent Providian Disclosure Schedule, and approval of such applications, filings and notices (iiithe “Other Regulatory Approvals”), (iv) the approval of the listing of the Washington Mutual Common Stock to be issued in the Merger on the NYSE, (v) the filing with the SEC Securities and Exchange Commission (the “SEC”) of a proxy statement in definitive form relating to the meeting of Providian’s stockholders to be held to vote on approval of this Agreement and the Merger (the “Proxy Statement and Statement/Prospectus”), the filing and declaration of effectiveness of the F-4registration 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 laws, (ivvi) the filing of the Articles of Merger with the Washington Secretary pursuant to the WBCA and the Certificate of Merger with the Delaware Secretary of State of the State of Delaware pursuant to the DGCL and the filing of articles of merger and articles of share exchange and other appropriate merger and share exchange documents required by the laws of the commonwealth of Virginia and the state of 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 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 SRO, or that are required under consumer finance, mortgage banking and other similar lawsDGCL, (vii) the Parent Shareholder Approvaladoption 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 (viii) any notices or filings under the HSR Act or applicable foreign antitrust, competition or similar laws, (ix) such filings consents and approvals of third parties which are not Governmental Entities (as are required hereinafter defined), the failure of which to be made obtained will not have and would not be reasonably expected to have, individually or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the Parent Ordinary 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 Segurosaggregate, 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 (A) the execution and delivery by Providian of this Agreement and (B) the consummation by Parent Providian of the Transaction Merger and the Subsidiary Merger 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 Agreementhereby.

Consents and Approvals. Except for (i) the filing of applications and notices, as applicable, with the Federal Reserve Board under the BHC Act and approval of such applications and notices, (iia) the filing of any required applications, filings and notices, as applicable, with NASDAQ Stock Market LLC (“NASDAQ”) or notices with any Governmental Entity NYSE, and the Other Regulatory Approvals listed in Section 6.4 approval of the Parent Disclosure Schedulelisting of the shares of BANC Common Stock to be issued pursuant to this Agreement and the New BANC Preferred Stock on the NYSE, (iiib) the filing of any required applications, filings, certificates and notices, as applicable, with the 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, filings, certificates and notices, (c) the filing of applications, filings, certificates and notices, as applicable, with the California Department of Financial Protection and Innovation (the “CDFPI”), and approval, exemption or waiver of such 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 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 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 filing and declaration of effectiveness of the F-4S-4, (ive) the filing of the Certificate of Delaware Merger Certificates with the Delaware Secretary of State of the State of Delaware pursuant to the DGCL and filing of the Articles of Merger with the Maryland Department pursuant to the MGCL, and the filing of articles of merger the Bank Merger Certificates and articles of share exchange and other appropriate merger and share exchange documents required by the laws of the commonwealth of Virginia and the state of 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 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 SRO, or that are required under consumer finance, mortgage banking and other similar laws, (vii) the Parent Shareholder Approval, (viii) any notices or filings under the HSR Act or applicable foreign antitrust, competition or similar laws, (ixf) 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 Ordinary Shares shares of BANC Common Stock 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 SegurosAgreement, 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 (i) the execution and delivery by PACW of this Agreement or (ii) the consummation by Parent PACW of the Transaction Mergers and the other transactions contemplated by this Agreementhereby (including the FRS Membership and the Bank Merger). No As of the date hereof, PACW has no knowledge of any reason why the necessary regulatory approvals and consents or approvals will not be received in order to permit consummation of or filings or registrations with any Governmental Entity are necessary in connection with the execution Mergers, the FRS Membership and delivery by Parent of this Agreementthe Bank Merger on a timely basis.

Consents and Approvals. Except for (i) the filing of applications applications, filings and notices, as applicable, with the Board of Governors of the Federal Reserve Board System (the “Federal Reserve Board”) under the BHC Act and approval of such applications applications, filings and notices, (ii) the filing of applications, filings and notices, as applicable, with the 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, filings and notices, (iii) the filing of applications, filings and notices, as applicable, with the 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, filings and notices, (iv) the filing of any required applications, filings or notices with any Governmental Entity and state banking authorities listed on Section 3.4 of the Other Regulatory Approvals listed in National Penn Disclosure Schedule or Section 6.4 4.4 of the Parent Disclosure ScheduleSchedule and approval of such applications, filings and notices, (iiiv) 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 in which the Proxy Statement and will be included as a prospectus, to be filed with the filing SEC by Parent in connection with the transactions contemplated by this Agreement (the “S-4”) and declaration of effectiveness of the F-4S-4, (ivvi) the filing of the Certificate Certificates of Merger with the North Carolina Secretary of State of the State of Delaware pursuant to the DGCL NCBCA and the Pennsylvania Department pursuant to the PBCL and the filing of articles of merger and articles of share exchange and other appropriate merger and share exchange documents required by the laws of the commonwealth of Virginia and the state of 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 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 SRO, or that are required under consumer finance, mortgage banking and other similar lawsBank Merger Certificates, (vii) the Parent Shareholder Approval, (viii) filing of any notices or other filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act or applicable foreign antitrust, competition or similar laws, Act”) and (ixviii) 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 Ordinary Shares Common Stock pursuant to this Agreement and the approval of the listing of such Parent Ordinary Shares and Parent ADSs Common Stock 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 court, administrative agency or commission or other governmental authority or instrumentality or SRO (each a “Governmental Entity Entity”) are necessary in connection with (A) the execution and delivery by National Penn of this Agreement or (B) the consummation by Parent National Penn of the Transaction Merger and the other transactions contemplated by hereby (including the Bank Merger). As used in this Agreement, “SRO” means (i) any “self-regulatory organization” as defined in Section 3(a)(26) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and (ii) any other United States or foreign securities exchange, futures exchange, commodities exchange or contract market. No As of the date hereof, National Penn is not aware of any reason why the necessary regulatory approvals and consents or approvals will not be received in order to permit consummation of or filings or registrations with any Governmental Entity are necessary in connection with the execution Merger and delivery by Parent of this AgreementBank Merger on a timely basis.

Consents and Approvals. Except for (ia) the filing of applications applications, filings and notices, as applicable, with the Federal Reserve Board under NASDAQ and the BHC Act and approval of such applications and noticesNew York Stock Exchange (the “NYSE”), (ii) the filing of any required applications, filings or notices with any Governmental Entity and the Other Regulatory Approvals listed in Section 6.4 of the Parent Disclosure Schedule, (iiib) the filing with the SEC Securities and Exchange Commission (the “SEC”) of 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 the 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 Proxy Statement 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 filing 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 applicable (either, a “Joint 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 declaration of effectiveness of the F-4S-4, (ivc) the filing of the Certificate of Merger with the Delaware Secretary of State of the State of Delaware pursuant to the DGCL and DGCL, (d) the filing of articles of merger and articles of share exchange and other appropriate merger and share exchange documents required by the laws of the commonwealth of Virginia and the state of Texas, (v) any notices to or other filings with under the SBAXxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the “HSR Act”), (vi) any and such other 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 SRO, or that are registrations as may be required under consumer finance, mortgage banking and other similar lawsany antitrust or competition Laws of non-U.S. jurisdictions, (viie) the Parent Shareholder Approvalapplications, filings, consents and notices, as applicable, set forth in Section 3.4 of the Company Disclosure Schedule and (viii) any notices or filings under the HSR Act or applicable foreign antitrust, competition or similar laws, (ixf) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws Laws of various states in connection with the issuance of the shares of Parent Ordinary Shares Common Stock in connection with the Merger pursuant to this Agreement (“Parent Share Issuance”) and the approval of the listing of such Parent Ordinary Shares and Parent ADSs Common Stock 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 SegurosNASDAQ, 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 (i) the execution and delivery by the Company of this Agreement or (ii) the consummation by Parent the Company of the Transaction Merger and the other transactions contemplated by hereby. As used in this Agreement. No consents , “SRO” means (A) any “self-regulatory organization” as defined in Section 3(a)(26) of the Securities Exchange Act of 1934 (the “Exchange Act”) and (B) any other United States or approvals of foreign securities exchange, futures exchange, commodities exchange or filings or registrations with any Governmental Entity are necessary in connection with the execution and delivery by Parent of this Agreementcontract market.

Consents and Approvals. Except for (i) the filing of applications applications, filings and notices, as applicable, with the Board of Governors of the Federal Reserve Board 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, (ii) the filing of any required applications, filings or notices notices, as applicable, with any Governmental Entity the Financial Industry Regulatory Authority (“FINRA”) and the Other Regulatory Approvals listed in Section 6.4 approval of the Parent Disclosure Schedulesuch applications, filings and notices, (iii) 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 registration statement on Form F-4 in which the Proxy Statement and will be included as a prospectus, to be filed with the filing SEC by Parent in connection with the transactions contemplated by this Agreement (the “F-4”) and declaration of effectiveness of the F-4, (iv) the filing of the Certificate of Merger with the Delaware Secretary of State of the State of Delaware pursuant to the DGCL and the filing of articles of merger and articles of share exchange and other appropriate merger and share exchange documents required by the laws of the commonwealth of Virginia and the state of TexasDGCL, (v) the filing of any notices to or other filings with under the SBAXxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), (vi) the receipt of the FDIC’s consent required under any consents, authorizations, approvals, filings loss sharing agreement between Company or exemptions in connection with compliance with the applicable provisions any 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 its Subsidiaries 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 lawsFDIC, (vii) the Parent Shareholder Approval, (viii) any notices or filings under the HSR Act or applicable foreign antitrust, competition or similar laws, (ix) 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 Ordinary Common Shares pursuant to this Agreement and (viii) the approval of the listing of such Parent Ordinary Common Shares and the New Parent ADSs Preferred Shares on the New York Stock Exchange (“NYSE, (x) the registration with and verification by the National Securities Exchange Commission of Spain (the “NSEC”) and, in the case of a prospectus (folleto) relating to such Parent Common Shares only, the Share Toronto Stock Exchange (the “ProspectusTSX”), (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 court or administrative agency or commission or other governmental authority or instrumentality or SRO (each a “Governmental Entity Entity”) are necessary in connection with (A) the execution and delivery by Company of this Agreement or (B) the consummation by Parent Company of the Transaction Merger and the other transactions contemplated by hereby. As used in this Agreement, “SRO” means (x) any “self regulatory organization” as defined in Section 3(a)(26) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and (y) any other United States or foreign securities exchange, futures exchange, commodities exchange or contract market. No As of the date hereof, Company is not aware of any reason why the necessary regulatory approvals and consents or approvals will not be received in order to permit consummation of or filings or registrations with any Governmental Entity are necessary in connection with the execution and delivery by Parent of this AgreementMerger on a timely basis.

Consents and Approvals. Except for (ia) the filing of applications any required applications, filings and notices, as applicable, with the NYSE and The NASDAQ Stock Market, LLC, (b) the filing of any required applications, filings and notices, as applicable, with the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) under the BHC Act and approval of such applications, filings and notices, (c) the filing of any required applications, filings and notices, as applicable, with the Federal Reserve Board under the BHC Act Bank Merger Act, and approval of such applications applications, filings and notices, (iid) 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 any Governmental Entity the Financial Industry Regulatory Authority (“FINRA”) and the Other Regulatory Approvals approval of such applications, filings and notices, (f) those additional applications, filings and notices, if any, listed in on Section 6.4 3.4 of the Parent IBKC Disclosure ScheduleSchedule or Section 4.4 of the First Horizon Disclosure Schedule and approval of such applications, filings and notices, (iiig) 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 by First Horizon in connection with the transactions contemplated by this Agreement (the “S-4”) and the declaration by the SEC of the Proxy Statement and the filing and declaration of effectiveness of the F-4S-4, (ivh) the filing of the Certificate Articles of Merger with the Tennessee Secretary of State of the State of Delaware pursuant to the DGCL TBCA and the Louisiana Secretary pursuant to the LBCA, as applicable, the filing of the Bank Merger Certificates with the applicable Governmental Entities as required by applicable law, and the filing of articles Articles of merger and articles of share exchange and other appropriate merger and share exchange documents required by Amendment for the laws of the commonwealth of Virginia and the state of Texas, (v) any notices to or filings New First Horizon Preferred Stock with the SBATennessee Secretary, and (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 SRO, or that are required under consumer finance, mortgage banking and other similar laws, (vii) the Parent Shareholder Approval, (viii) any notices or filings under the HSR Act or applicable foreign antitrust, competition or similar laws, (ixi) 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 Ordinary Shares 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 such Parent Ordinary Shares First Horizon Common Stock and Parent ADSs New First Horizon Preferred Stock (or depositary shares in respect thereof) 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 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 (i) the execution and delivery by IBKC of this Agreement, or (ii) the consummation by Parent IBKC of the Transaction Merger and the other transactions contemplated hereby (including the Bank Merger). As of the date hereof, IBKC has no knowledge of any reason why the necessary regulatory approvals and consents will not be received by this Agreement. No consents or approvals IBKC to permit consummation of or filings or registrations with any Governmental Entity are necessary in connection with the execution Merger and delivery by Parent of this Agreementthe Bank Merger on a timely basis.

Consents and Approvals. Except for (i) the filing of applications applications, filings and notices, as applicable, with NASDAQ, (ii) the filing of applications, filings and notices, as applicable, with the Board of Governors of the Federal Reserve Board 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, (iiiii) the filing of applications, filings and notices, as applicable, with the 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, filings and notices, (iv) the filing of any required applications, filings or notices with any Governmental Entity and the Other Regulatory Approvals state banking authorities listed in on Section 6.4 3.4 of the Parent HopFed Disclosure ScheduleSchedule or Section 4.4 of the First Financial Disclosure Schedule and approval of such applications, filings and notices, (iiiv) 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 Proxy Statement and will be included as a prospectus (“Prospectus/Proxy Statement”), to be filed with the filing SEC by First Financial in connection with the transactions contemplated by this Agreement (the “S-4”) and declaration of effectiveness of the F-4S-4, (ivvi) the filing of the Certificate Certificates of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL and the filing of articles of merger the Bank Merger Certificates, and articles of share exchange and other appropriate merger and share exchange documents required by the laws of the commonwealth of Virginia and the state of 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 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 SRO, or that are required under consumer finance, mortgage banking and other similar laws, (vii) the Parent Shareholder Approval, (viii) any notices or filings under the HSR Act or applicable foreign antitrust, competition or similar laws, (ix) 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 Ordinary Shares shares of First Financial Common Stock pursuant to this Agreement and the approval of the listing of such Parent Ordinary Shares and Parent ADSs First Financial Common Stock 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 SegurosNASDAQ, 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 (A) the execution and delivery by HopFed of this Agreement or (B) the consummation by Parent HopFed of the Transaction Merger and the other transactions contemplated by this Agreementhereby (including the Bank Merger). No As of the date hereof, HopFed is not aware of any reason why the necessary regulatory approvals and consents or approvals will not be received in order to permit consummation of or filings or registrations with any Governmental Entity are necessary in connection with the execution Merger and delivery by Parent of this AgreementBank Merger on a timely basis.

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 (ia) the filing by SFS of applications and notices, as applicable, an application with the Federal Reserve Board under the BHC The Bank Holding Company Act and the approval of such applications and noticesapplication (the "Federal Reserve Application"), (ii) the filing of any required applications, filings or notices with any Governmental Entity and the Other Regulatory Approvals listed in Section 6.4 of the Parent Disclosure Schedule, (iiib) the filing with the SEC Securities and 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 Joint Proxy Statement and the filing and declaration of effectiveness of the F-4will be included as a prospectus, (ivc) the filing of Articles of Merger with the Wisconsin Department under the WBCL and the filing of a Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL and the filing of articles of merger and articles of share exchange and other appropriate merger and share exchange documents required by the laws of the commonwealth of Virginia and the state of TexasDelaware, (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 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 SRO, or that are required under consumer finance, mortgage banking and other similar laws, (vii) the Parent Shareholder Approval, (viii) any notices or filings under the HSR Act or applicable foreign antitrust, competition or similar laws, (ixd) 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 Ordinary Shares shares of SFS Common Stock pursuant to this Agreement and the Plan of Merger, (e) the approval of listing this Agreement and the Plan of such Parent Ordinary Shares and Parent ADSs on the NYSE, (x) the registration with and verification Merger by the National Securities Exchange Commission of Spain (the “NSEC”) of a prospectus (folleto) relating to the Share Exchange (the “Prospectus”), (xi) the filing requisite vote of the Deed shareholders of execution of the Capital Increase against contribution in kindHBE and SFS, 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 (xiif) required approvals of the Bank of Spain and the Spanish Direccion General de Seguros, no consents or approvals of or any necessary filings or registrations with any Governmental Entity are necessary in connection with the consummation by Parent Office of the Transaction and the other transactions contemplated by this Agreement. No consents Thrift Supervision or approvals of or filings or registrations with any Governmental Entity are necessary in connection with the execution and delivery by Parent of this Agreementstate regulatory agencies.

Consents and Approvals. Except for (ia) the filing of an application 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 approval of such application, (b) the filing of an application with the FDIC under the Bank Merger Act and approval of such application, in the event the parties enter into the Bank Merger Agreement (as defined in Section 7.12) (c) the filing of applications and notices, as applicable, with the Federal Reserve Board under Office of Thrift Supervision (the BHC Act "OTS") and approval of such applications and notices, (iid) the filing of any required applications, filings or notices an application with any Governmental Entity the New York State Banking Department (the "Banking Department") and the Other Regulatory Approvals listed in Section 6.4 approval of the Parent Disclosure Schedulesuch application, (iiie) the filing with the SEC Securities and Exchange Commission (the "SEC") of a proxy statement in definitive form relating to the meeting of the Company's stockholders to be held in connection with this Agreement and the transactions contemplated hereby (the "Proxy Statement Statement") and the filing and declaration of effectiveness of the F-4registration statement on Form S-4 (the "S-4") in which the Proxy Statement will be included as a prospectus, (ivf) the approval of this Agreement by the requisite vote of the stockholders of the Company, (g) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL and the filing of articles of merger and articles of share exchange and other appropriate merger and share exchange documents required by the laws of the commonwealth of Virginia and the state of TexasDGCL, (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 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 SRO, or that are required under consumer finance, mortgage banking and other similar laws, (vii) the Parent Shareholder Approval, (viii) any notices or filings under the HSR Act or applicable foreign antitrust, competition or similar laws, (ixh) such filings and approvals as are required to be made or obtained under the securities or “"Blue Sky” laws " Laws of various states in connection with the issuance of the Parent Ordinary Shares shares of Buyer Common Stock pursuant to this Agreement and Agreement, (i) approval of the listing of such Parent Ordinary Shares and Parent ADSs the Buyer Common Stock to be issued in the Merger on the NYSE, and (xj) 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”)such filings, (xi) the filing authorizations or approvals as may be set forth in Section 4.4 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 SegurosCompany 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 are necessary in connection with the consummation by Parent of the Transaction and the other transactions contemplated by this Agreement. No consents Entity") or approvals of or filings or registrations with any Governmental Entity third party are necessary in connection with the execution and delivery by Parent the Company of this Agreementthe Company Documents or the consummation by the Company of the Merger and the other transactions contemplated hereby and thereby.

Consents and Approvals. Except for (i) the filing of applications and notices, as applicable, with the Board of Governors of the Federal Reserve Board System (the "Federal Reserve Board") under the BHC Act and approval of such applications and notices, (ii) the filing of any required applications, filings or notices requisite applications with any Governmental Entity the Office of the Comptroller of the Currency (the "OCC") and the Other Regulatory Approvals listed in Section 6.4 approval of the Parent Disclosure Schedulesuch applications, (iii) the filing of any required applications or notices with any state agencies and approval of such applications and notices (the "State Approvals"), (iv) the filing of any requisite applications with the SEC Office of Thrift Supervision and the approval of such applications, (v) approval of the listing of the Parent Capital Stock to be issued in the Merger on the NYSE, (vi) the filing with the Securities and Exchange Commission (the "SEC") of a joint proxy statement in definitive form relating to the meetings of Parent's and Subject Company's stockholders to be held in connection with this Agreement and the transactions contemplated hereby (the "Joint Proxy Statement Statement") and the filing and declaration of effectiveness of the F-4registration statement on Form S- 4 (the "S-4") in which the Joint Proxy Statement will be included as a prospectus, (ivvii) the filing of the Certificate of Merger with the Delaware Secretary of State of the State of Delaware pursuant to the DGCL and the filing of articles of merger and articles of share exchange and other appropriate merger and share exchange documents required by the laws of the commonwealth of Virginia and the state of 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 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 SRO, or that are required under consumer finance, mortgage banking and other similar laws, (vii) the Parent Shareholder ApprovalDGCL, (viii) any notices or filings under the HSR Act or applicable foreign antitrust, competition or similar laws, (ix) 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 Ordinary Shares Capital Stock pursuant to this Agreement, (ix) the adoption of the agreement of merger (within the meaning of Section 251 of the DGCL) contained in this Agreement by the requisite vote of the stockholders of Subject Company and the approval of listing the Parent Vote Matters (as defined below) by the requisite votes of such Parent Ordinary Shares and Parent ADSs on the NYSEstockholders of Parent, (x) the registration with consents and verification by approvals set forth in Section 3.4 of the National Securities Exchange Commission of Spain (the “NSEC”) of a prospectus (folleto) relating to the Share Exchange (the “Prospectus”)Subject Company Disclosure Schedule, and (xi) the filing consents and approvals of the Deed of execution of the Capital Increase against contribution in kindthird parties which are not Governmental Entities (as defined below), the filing failure of the necessary auditors’ report which to obtain will not have and the filing of the necessary report of the expert designated by the Commercial Registry relating would not be reasonably expected 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 Seguroshave a Material Adverse Effect, no consents or approvals of 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 Governmental Entity third party are necessary in connection with (A) the execution and delivery by Subject Company of the Subject Company Documents and (B) the consummation by Parent Subject Company of the Transaction Merger 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 hereby and delivery by Parent of this Agreementthereby.

Consents and Approvals. Except for (ia) the filing of applications and notices, as applicable, with the Federal Reserve Board under the BHC Act, with the NCCOB under Chapters 53 and 53C of the North Carolina General Statutes 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, (ii) the filing of any required applications, filings or notices with any Governmental Entity and the Other Regulatory Approvals listed in Section 6.4 of the Parent Disclosure Schedule, (iiib) the filing with the SEC Securities and Exchange Commission of a joint proxy statement in definitive form relating to the meeting of YDKN’s shareholders to be held in connection with this Agreement (the “Joint Proxy Statement”) and of a registration statement on Form S-4 (the “Registration Statement”) in which the Joint Proxy Statement will be included as a prospectus, and the filing and declaration of effectiveness of the F-4Registration Statement, (ivc) the filing of the Certificate North Carolina Articles of Merger with with, and its acceptance for record by, the Secretary of State of the State of Delaware North Carolina pursuant to the DGCL NCBCA, the filing of the Florida Articles of Merger with, and its acceptance for record by, the Secretary of State of the State of Florida pursuant to the FBCA, and the filing of articles of merger the Bank Merger Certificates and articles of share exchange and other appropriate merger and share exchange documents required by the laws of the commonwealth of Virginia and the state of 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 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 SRO, or that are required under consumer finance, mortgage banking and other similar laws, (vii) the Parent Shareholder Approval, (viii) any notices or filings under the HSR Act or applicable foreign antitrust, competition or similar laws, (ixd) 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 Ordinary Shares shares of FNB Common Stock pursuant to this Agreement and approval of the listing on the NYSE of such Parent Ordinary Shares and Parent ADSs on the NYSE, (x) the registration with and verification by the National Securities Exchange Commission shares 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 FNB Common Stock issuable in the Transaction and (xii) required approvals of the Bank of Spain and the Spanish Direccion General de SegurosMerger, 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 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 (i) the execution and delivery by Parent YDKN of this AgreementAgreement and (ii) the consummation by YDKN of the Merger and the other transactions this Agreement contemplates. No event has occurred, nor has any circumstance arisen, that, to the knowledge of YDKN, 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 Requisite Regulatory Approvals on a timely basis or result in the imposition of a Materially Burdensome Regulatory Condition.

Consents and Approvals. (a) Except for (i) the filing of applications and notices, as applicable, with the Federal Reserve Board under Securities and Exchange Commission (the BHC Act “SEC”) of a preliminary proxy statement and approval a proxy statement in definitive form relating to the meeting of such applications the Company’s shareholders to be held in connection with this Agreement and noticesthe transactions contemplated hereby (the “Proxy Statement”), (ii) the filing approval and adoption of any required applications, filings or notices with any Governmental Entity and this Agreement by the Other Regulatory Approvals listed in Section 6.4 Company Requisite Vote of the Parent Disclosure Scheduleshareholders of the Company, (iii) 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 with respect to the SEC Liquidation, (v) filing of the Proxy Statement and the filing and declaration of effectiveness of the F-4, (iv) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware any amendments or supplements thereto pursuant to the DGCL Exchange Act, and the filing of articles of merger and articles of share exchange and other appropriate merger and share exchange documents required by the laws of the commonwealth of Virginia and the state of Texas, (v) any notices to or filings with the SBA, (vi) any consentssuch filings, authorizations, approvals, filings authorizations or exemptions approvals as may be set forth in connection with compliance with Section 4.4(a) of the applicable provisions of federal and state securities laws relating to Company Disclosure Schedule (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 SRO, or that are required under consumer finance, mortgage banking and other similar laws, (vii) the Parent Shareholder Approval, (viii) any notices or filings under the HSR Act or applicable foreign antitrust, competition or similar laws, (ix) such filings consents and approvals as referred to in clause (vi) 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 Ordinary 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 (called the “NSEC”) of a prospectus (folleto) relating to the Share Exchange (the “ProspectusThird Party Consents”), (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 court, administrative agency or commission or other governmental authority or instrumentality (each a “Governmental Entity Entity”) or with any third party are necessary required to be made or obtained by the Company in connection with (1) the execution and delivery by the Company of this Agreement and (2) the consummation by Parent the Company of the Transaction Merger , the Liquidation and the other transactions contemplated hereby, including the consummation by the Company Bank of the Bank Merger. On the 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. No consents Pursuant to Section 131 of the LBCL, no appraisal or approvals dissenters’ rights will be available to holders of or filings or registrations with any Governmental Entity are necessary Company Common Stock in connection with the execution and delivery by Parent of this AgreementMerger.

Consents and Approvals. (a) Except for (i) the filing of applications and notices, as applicable, as to the Merger with the Federal Reserve Board OTS under the BHC HOLA and the Bank Merger Act and approval of such applications and notices, (ii) the filing obtaining of any required applications, filings or notices with any Governmental Entity and a waiver from the Other Regulatory Approvals listed Federal Reserve Board ("FRB") pursuant to the exception provided in Section 6.4 of the Parent Disclosure Schedule12 CFR Part 225.12(d), (iii) the filing of applications and notices with the Banking Commissioner of the State of Connecticut (the "Connecticut Commissioner") and approval of such applications and notices as to the Merger (the "State Banking Approvals"), (iv) the filing with the SEC of a registration statement on Form S-4, which will include the proxy statement/prospectus to be used in soliciting the approval of Nutmeg's shareholders at the Special Meeting (the "Proxy Statement and Statement"), to register the filing and declaration shares of effectiveness NewMil Common Stock to be issued in connection with the Merger (including the shares of NewMil Common Stock that may be issued upon the exercise of the F-4, options referred to in Section 1.6 hereof) (iv) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL and the filing of articles of merger and articles of share exchange and other appropriate merger and share exchange documents required by the laws of the commonwealth of Virginia and the state of Texas"Registration Statement"), (v) any notices to or filings with the SBAapproval of this Agreement by the requisite vote of the shareholders of Nutmeg, (vi) any consents, authorizations, approvals, the filings or exemptions with the OTS and the Connecticut Secretary of State required 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 SRO, or that are required under consumer finance, mortgage banking and other similar lawsBank Merger Agreement, (vii) the Parent Shareholder Approvalsuch filings, (viii) any notices or filings under the HSR Act or applicable foreign antitrust, competition or similar laws, (ix) such filings authorizations and approvals as are required to be made or obtained under the securities or “"Blue Sky” " laws of various states or with The NASDAQ Stock Market, Inc. (or such other exchange as may be applicable) in connection with the issuance of the Parent Ordinary Shares shares of NewMil Common Stock pursuant to this Agreement Agreement, and approval of listing of (viii) such Parent Ordinary Shares and Parent ADSs on the NYSEnotices, (x) the registration with and verification by the National Securities Exchange Commission of Spain (the “NSEC”filings, authorizations, approvals or consents that are set forth in Section 3.4(a) 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 SegurosNutmeg 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 Nutmeg of this Agreement, the Bank Merger Agreement and the Option Agreement, and (2) the consummation by Parent Nutmeg of the Transaction Merger, the Option Agreement and the other transactions contemplated by this Agreement. No consents hereby and thereby, except, in each case, for such consents, approvals or approvals filings, the failure of which to obtain will not have a Material Adverse Effect (as defined in Section 9.13 hereof) on the ability of NewMil to consummate the transactions contemplated hereby or filings or registrations with any Governmental Entity are necessary in connection with the execution and delivery by Parent of this Agreementthereby.

Consents and Approvals. Except for (ia) the filing of applications applications, filings and notices, as applicable, with NASDAQ, (b) the filing of applications, filings and notices, as applicable, with the Federal Reserve Board under the BHC Act and approval of such applications applications, filings and notices, (iic) the filing of any required applications, filings or notices and notices, as applicable, with any Governmental Entity and the Other Regulatory Approvals listed in Section 6.4 Office of the Parent Disclosure ScheduleComptroller of the Currency (the “OCC”), and approval of such applications, filings and notices, (iiid) 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 SEC 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 and will be included as a prospectus, to be filed with the filing SEC by Parent in connection with the transactions contemplated by this Agreement (the “S-4”) and declaration of effectiveness of the F-4S-4, (ivf) the filing of the Certificate Articles of Merger with the Secretary of State SDAT pursuant to the MGCL, (g) the filing of the State of Second-Step Merger Certificates with the Delaware pursuant to Secretary and the SDAT in accordance with the DGCL and the MGCL, respectively, (i) the filing of articles of merger the Bank Merger Certificate and articles of share exchange and other appropriate merger and share exchange documents required by the laws of the commonwealth of Virginia and the state of 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 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 SRO, or that are required under consumer finance, mortgage banking and other similar laws, (vii) the Parent Shareholder Approval, (viii) any notices or filings under the HSR Act or applicable foreign antitrust, competition or similar laws, (ixh) 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 Ordinary Shares Common Stock pursuant to this Agreement and the approval of the listing of such Parent Ordinary Shares and Parent ADSs Common Stock 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 SegurosNASDAQ, 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 (A) the execution and delivery by the Company of this Agreement or (B) the consummation by Parent the Company of the Transaction Integrated Mergers 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 hereby (including the execution and delivery by Parent of this AgreementBank Merger).

Consents and Approvals. Except for (ia) the filing of applications applications, filings, certificates and notices, as applicable, with the NASDAQ and the approval of the listing on the NASDAQ of the shares of Parent Common Stock to be issued as the Stock Consideration pursuant to this Agreement, (b) the filing of applications, filings, certificates and notices, as applicable, with the Federal Reserve Board under the BHC Act and approval or waiver of such applications applications, filings and notices, (iic) the filing of any required 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 or notices with any Governmental Entity and the Other Regulatory Approvals listed in Section 6.4 of the Parent Disclosure Schedulenotices, (iiid) the filing with the SEC Securities and Exchange Commission (the “SEC”) of (i) any filings that are necessary under applicable requirements of the Proxy Statement 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 filing 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 F-4S-4, (ive) the filing of applications, filings, certificates and notices, as applicable, with the New Jersey Department of Banking and Insurance (the “NJ Department”), (f) the filing of the First-Step Merger Certificate of Merger with the Secretary New Jersey Department of State Treasury pursuant to the BCA, (g) the filing of the State Second-Step Merger Certificates with the Delaware Secretary and the New Jersey Department of Delaware pursuant to Treasury in accordance with the DGCL and the BCA, respectively, (h) the filing of articles of merger the Bank Merger Certificate and articles of share exchange and other appropriate merger and share exchange documents required by the laws of the commonwealth of Virginia and the state of 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 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 SRO, or that are required under consumer finance, mortgage banking and other similar laws, (vii) the Parent Shareholder Approval, (viii) any notices or filings under the HSR Act or applicable foreign antitrust, competition or similar laws, (ixi) 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 Ordinary Shares Common Stock 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 SegurosAgreement, 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 (A) the execution and delivery by the Company of this Agreement, (B) the consummation by Parent the Company of the Transaction Integrated Mergers 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 hereby, (C) the execution and delivery by Parent Company Bank of this Agreementthe Bank Merger Agreement or (D) the consummation by Company Bank of the Bank Merger.

Consents and Approvals. Except for (i) the filing of the applications and notices, as applicable, with notices listed on Section 3.4 of the Federal Reserve Board under Anchor Disclosure Schedule or Section 4.4 of the BHC Act Old National Disclosure Schedule and approval of or non-objection to such applications and notices, (ii) the filing with the Securities and Exchange Commission (the “SEC”) of any required applications, filings or notices a Proxy Statement in definitive form relating to the meeting of Anchor’s shareholders to be held in connection with any Governmental Entity this Agreement and the Other Regulatory Approvals listed in Section 6.4 transactions contemplated hereby (including any amendments or supplements thereto, the “Proxy Statement”), and of the Parent Disclosure Scheduleregistration statement on Form S-4 in which the Proxy Statement will be included as a prospectus, (iii) the filing to be filed with the SEC of by Old National in connection with the Proxy Statement and transactions contemplated by this Agreement (the filing “S-4”) and declaration of effectiveness of the F-4S-4, (iviii) the filing of the Certificate of Merger with the Delaware Secretary of State of the State of Delaware pursuant to the DGCL DGCL, the filing of the Articles of Merger with the Indiana Secretary and the filing of articles of merger and articles of share exchange and other appropriate merger and share exchange documents required by the laws of the commonwealth of Virginia and the state of TexasBank Merger Certificates, (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 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 SRO, or that are required under consumer finance, mortgage banking and other similar laws, (viiiv) the Parent Shareholder Approval, (viii) filing of any notices or other filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act or applicable foreign antitrust, competition or similar laws, Act”) and (ixv) 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 Ordinary Shares shares of Old National Common Stock pursuant to this Agreement and the approval of the listing of such Parent Ordinary Shares and Parent ADSs Old National Common Stock on the NYSE, (x) the registration with and verification by the National Securities Exchange Commission of Spain NASDAQ Global Market (the “NSEC”) of a prospectus (folleto) relating to the Share Exchange (the “ProspectusStock Exchange”), (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 court, administrative agency or commission or other governmental authority or instrumentality or SRO (each a “Governmental Entity Entity”) are necessary in connection with (A) the execution and delivery by Anchor of this Agreement or (B) the consummation by Parent Anchor of the Transaction Merger and the other transactions contemplated by hereby (including the Bank Merger). As used in this Agreement. No consents , “SRO” means (i) any “self-regulatory organization” as defined in Section 3(a)(26) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and (ii) any other United States securities exchange, futures exchange, commodities exchange or approvals of or filings or registrations with any Governmental Entity are necessary in connection with the execution and delivery by Parent of this Agreementcontract market.

Consents and Approvals. Except for (i) the filing of applications and notices, as applicable, with the Board of Governors of the Federal Reserve Board under System (the BHC Act “FRB”), the FDIC, and the MDBCF, with respect to the Share Exchange, the Corporate Merger and the Bank Merger, as applicable, and approval of such applications and notices, (ii) the filing of any required applications, filings or notices with any Governmental Entity other federal, state or foreign agencies or regulatory (including self-regulatory) authorities and approval or grant of such applications, filings and notices (the “Other Regulatory Approvals listed in Section 6.4 of the Parent Disclosure ScheduleApprovals”), (iii) the filing with the SEC Securities and Exchange Commission (the “SEC”) of a Proxy Statement/Prospectus in definitive form (including any amendments or supplements thereto, the “Proxy Statement”) relating to (a) the approval of this Agreement and the transactions contemplated hereby by the shareholders of FTC at a meeting at which a quorum consisting of at least a majority of the Proxy Statement outstanding shares of FTC Common Stock entitled to vote on the plan exists (the “Requisite FTC Approval”), and (b) the filing 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 F-4Form S-4 by the SEC, (iv) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL and the filing of articles of merger and articles of share exchange and other appropriate merger and share exchange documents required by the laws of the commonwealth of Virginia and the state of 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 requirements of federal the Securities Exchange Act of 1934, as amended (the “Exchange Act”), 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 SRO, or that are required under consumer finance, mortgage banking and other similar laws, (vii) the Parent Shareholder Approval, (viii) any notices or filings under the HSR Act or applicable foreign antitrust, competition or similar laws, (ix) 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 Ordinary Shares shares of BancPlus Common Stock constituting a portion of the Share Exchange Consideration pursuant to this Agreement 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”), (xiv) the filing of the Deed Articles of execution {JX489484.11} PD.35183901.7 Share Exchange and Articles of Merger with the Capital Increase against contribution in kindMississippi Secretary and Louisiana Secretary pursuant to the MBCA and LBCA, 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) Bank Merger Certificates, as required approvals of the Bank of Spain and the Spanish Direccion General de Segurosunder applicable law, 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 (A) the execution and delivery by BancPlus and BankPlus of this Agreement or (B) the consummation by Parent BancPlus or any of its Subsidiaries, as applicable, of the Transaction Share Exchange, the Corporate Merger and the other transactions contemplated hereby (including the Bank Merger). As of the date hereof, BancPlus has no knowledge of any reason why the necessary regulatory approvals and consents will not be received to permit consummation of the Share Exchange, the Corporate Merger, the Bank Merger and the other transactions contemplated herein on a timely basis. Except for any consents, authorizations, or approvals which are listed in Sections 3.3 or 3.4 of the BancPlus Disclosure Schedule and adoption and approval of the Bank Merger by this Agreement. No consents BancPlus as the sole shareholder of BankPlus, no consents, authorizations, or approvals of or filings or registrations with 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 Parent BancPlus and BankPlus of this AgreementAgreement 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 (ia) the filing of applications and notices, as applicable, with the Board of Governors of the Federal Reserve Board under the BHC Act System (“FRB”) and approval of such applications and notices, (iib) the filing of any required applicationsapplications and notices, filings or notices as applicable, with any Governmental Entity the FDIC and the Other Regulatory Approvals listed in Section 6.4 approval of the Parent Disclosure Schedulesuch applications and notices, (iiic) 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 Company’s shareholders and Parent’s shareholders to be held in connection with this Agreement and the transactions contemplated hereby (the “Proxy Statement Statement”) and the filing and declaration of effectiveness of the F-4registration statement on Form S-4 (the “S-4”) in which the Proxy Statement will be included as a joint proxy statement and prospectus, (ive) the approval of this Agreement and the Merger by the requisite vote of the shareholders of the Company, (f) the filing of the Certificate of Merger with the Secretary Department of State the Treasury of the State of Delaware New Jersey pursuant to the DGCL and the filing of articles of merger and articles of share exchange and other appropriate merger and share exchange documents required by the laws BCA, (g) approval of the commonwealth listing of Virginia and the state of TexasParent Common Stock to be issued in the Merger on the NASDAQ Global Select Market, (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 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 SRO, or that are required under consumer finance, mortgage banking and other similar laws, (vii) the Parent Shareholder Approval, (viii) any notices or filings under the HSR Act or applicable foreign antitrust, competition or similar laws, (ixh) such filings and approvals as are shall be required to be made with any applicable state securities bureaus or obtained commissions, (i) such consents, authorizations or approvals as shall be required under the securities Environmental Laws and (j) such other filings, authorizations or “Blue Sky” laws of various states approvals as may be set forth in connection with the issuance Section 3.4 of the Parent Ordinary 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 SegurosCompany 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 the Company of this Agreement, (2) the consummation by Parent the Company of the Transaction Merger 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 hereby, (3) the execution and delivery by Parent the Company’s Bank of this Agreementthe Bank Merger Agreement and (4) the consummation by the Company’s Bank of the Bank Merger and the other transactions contemplated thereby.

Consents and Approvals. Except for (i) the filing of applications applications, filings and notices, as applicable, with the NYSE, (ii) the filing of applications, filings and notices, as applicable, with the Board of Governors of the Federal Reserve Board System (the “Federal Reserve Board”) under the BHC Act and approval of such applications applications, filings and notices, (iiiii) the filing of applications, filings and notices, as applicable, with the 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, filings and notices, (iv) the filing of any required applications, filings or notices with any Governmental Entity and the Other Regulatory Approvals state banking authorities listed in on Section 6.4 3.4 of the Parent Xxxxxx Valley Disclosure ScheduleSchedule or Section 4.4 of the Sterling Disclosure Schedule and approval of such applications, filings and notices, (iiiv) 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 in which the Joint Proxy Statement and will be included as a prospectus, to be filed with the filing SEC by Sterling in connection with the transactions contemplated by this Agreement (the “S-4”) and declaration of effectiveness of the F-4S-4, (ivvi) the filing of the Certificate Certificates of Merger with the New York State Department pursuant to the NYBCL and the Delaware Secretary of State of the State of Delaware pursuant to the DGCL and the filing of articles of merger and articles of share exchange and other appropriate merger and share exchange documents required by the laws of the commonwealth of Virginia and the state of 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 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 SRO, or that are required under consumer finance, mortgage banking and other similar lawsBank Merger Certificates, (vii) the Parent Shareholder Approval, (viii) any notices or filings under the HSR Act or applicable foreign antitrust, competition or similar laws, (ix) 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 Ordinary Shares shares of Sterling Common Stock pursuant to this Agreement and the approval of the listing of such Parent Ordinary Shares and Parent ADSs Sterling Common Stock on the NYSE, and (xviii) the registration with and verification written approval of the Financial Industry Regulatory Authority, Inc. (“FINRA”), for the transactions contemplated by the National Securities Exchange Commission of Spain this Agreement pursuant to NASD Rule 1017 (the “NSEC”) of a prospectus (folleto) relating to the Share Exchange (the “ProspectusFINRA Approval”), (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 court, administrative agency or commission or other governmental authority or instrumentality or SRO (each a “Governmental Entity Entity”) are necessary in connection with (A) the execution and delivery by Xxxxxx Valley of this Agreement or (B) the consummation by Parent Xxxxxx Valley of the Transaction Merger and the other transactions contemplated by this Agreementhereby (including the Bank Merger). No As of the date hereof, Xxxxxx Valley is not aware of any reason why the necessary regulatory approvals and consents or approvals will not be received in order to permit consummation of or filings or registrations with any Governmental Entity are necessary in connection with the execution Merger and delivery by Parent of this AgreementBank Merger on a timely basis.

Consents and Approvals. Except for (i) 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 Federal Reserve Board under Reserve, the BHC Act OCC and approval of such applications and noticesthe Banking Commissioner, (ii) the filing of any required applications, filings or notices with any Governmental Entity and the Other Regulatory Approvals listed in Section 6.4 of the Parent Disclosure Schedule, (iii) the filing with the SEC of a joint proxy statement in definitive form relating to the Proxy Statement meetings of the Company’s and Purchaser’s stockholders to be held in connection with this Agreement and the filing transactions contemplated hereby and of the Registration Statement in which such proxy statement will be included as a prospectus, and declaration of effectiveness of the F-4Registration Statement, (iviii) the filing of the Certificate Articles of Merger with the Secretary of State of the State of Delaware Maryland Department pursuant to the DGCL and MGCL, (iv) filing with the filing Nasdaq Stock Market of articles of merger and articles of share exchange and other appropriate merger and share exchange documents required by the laws a notification of the commonwealth listing of Virginia and the state shares of Texas, Purchaser Common Stock to be issued in the Merger; (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 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 SRO, or that are required under consumer finance, mortgage banking and other similar laws, (vii) the Parent Shareholder Approval, (viii) any notices or filings under the HSR Act or applicable foreign antitrust, competition or similar laws, (ix) 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 Ordinary Shares shares of Purchaser Common Stock pursuant to this Agreement Agreement; and approval of listing of such Parent Ordinary Shares (vi) and Parent ADSs on the NYSE, (x) the registration with execution and verification delivery by the National Securities Exchange Commission Company and the relevant trustees or agents of Spain (supplemental indentures and relevant documents under the “NSEC”) of a prospectus (folleto) relating to the Share Exchange (the “Prospectus”), (xi) the filing provisions of the Deed of execution Company’s trust preferred securities instruments and the Company and its Subsidiaries’ debt indentures set forth on Section 5.17 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 SegurosCompany’s Disclosure Schedules, no consents or approvals of of, or filings or registrations with with, any Governmental Entity or any third party are necessary required to be made or obtained by the Company in connection with the execution and delivery by the Company of this Agreement or the consummation by Parent the Company of the Transaction Merger and the other transactions contemplated by this Agreement, including the Bank Merger. No consents As of the date hereof, the Company has no knowledge of any reason pertaining to the Company why any of the approvals referred to in this Section 3.2(f) should not be obtained without the imposition of any material condition or approvals of or filings or registrations with any Governmental Entity are necessary restriction described in connection with the execution and delivery by Parent of this AgreementSection 6.2(e).

Consents and Approvals. Except for (i) the filing filings of applications and noticesnotices with, as applicableand receipt of consents, with authorizations, approvals, exemptions or non-objections from, the Federal Reserve Board under Securities and Exchange Commission (the BHC Act “SEC”), TSX, NYSE, state securities authorities, the Financial Industry Regulatory Authority, applicable securities, commodities and approval of such applications futures exchanges, and noticesother industry self-regulatory organizations (each, an “SRO”), (ii) the filing of any other required applications, filings or notices with the Board of Governors of the Federal Reserve System (the “Federal Reserve”), the Office of the Superintendent of Financial Institutions (Canada) (“OSFI”), 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 a “Governmental Entity Entity”) and approval of or non-objection to such applications, filings and notices (taken together with the Other Regulatory Approvals items listed in Section 6.4 of clause (i), the Parent Disclosure Schedule“Regulatory Approvals”), (iii) 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 “Proxy Statement”) and of a registration statement on Form F-4 (or such other applicable form) (the “Form F-4”) in which the Proxy Statement and the filing will be included as a prospectus, and declaration of effectiveness of the F-4Form F-4 and the filing and effectiveness of the registration statement contemplated by Section 6.1(a), (iv) the filing of the Articles of Merger with the DFI and the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL and the filing of articles of merger and articles of share exchange and other appropriate merger and share exchange documents required by the laws of the commonwealth of Virginia and the state of TexasSecretary, (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 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 SRO, or that are required under consumer finance, mortgage banking and other similar laws, (vii) the Parent Shareholder Approval, (viii) 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, Act”) and (ixvi) 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 Ordinary Shares shares of Purchaser Common Stock pursuant to this Agreement and approval of listing of such Parent Ordinary Shares and Parent ADSs Purchaser Common Stock on the TSX and 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 the consummation by Parent Company of the Transaction Merger 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 Company of this Agreement and the Option Agreement. As of the 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 on a timely basis.

Consents and Approvals. Except for (ia) the filing of applications any required applications, filings and notices, as applicable, with the NYSE, (b) the filing of any required applications, filings and notices, as applicable, with the Board of Governors of the Federal Reserve Board System (the “Federal Reserve Board”) under the BHC Act and approval of such applications applications, filings and notices, (iic) the filing of any required applications, filings and notices, as applicable, with the Office of the Comptroller of the Currency (the “OCC”) in connection with the Bank Merger, and approval of such applications, filings and notices, (d) the filing of any required applications, filings or notices with any Governmental Entity and the Other Regulatory Approvals state banking or insurance authorities listed in on Section 6.4 3.4 of the Parent Sterling Disclosure ScheduleSchedule or Section 4.4 of the Xxxxxxx Disclosure Schedule and approval of such applications, filings and notices, (iiie) the filing with the SEC 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 by Xxxxxxx in connection with the transactions contemplated by this Agreement (the “S-4”) and the filing and declaration of effectiveness of the F-4S-4, (ivf) the filing of the Xxxxxxx Certificate Amendment, the Certificate of Merger and the Certificate of Designations for the New Xxxxxxx Preferred Stock with the Delaware Secretary of State of the State of Delaware pursuant to the DGCL and the filing of articles of merger the Bank Merger Certificates and articles of share exchange and other appropriate merger and share exchange documents required by the laws of the commonwealth of Virginia and the state of 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 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 SRO, or that are required under consumer finance, mortgage banking and other similar laws, (vii) the Parent Shareholder Approval, (viii) any notices or filings under the HSR Act or applicable foreign antitrust, competition or similar laws, (ixg) 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 Ordinary Shares shares of Xxxxxxx Common Stock and New Xxxxxxx Preferred Stock (or depositary shares in respect thereof) pursuant to this Agreement and the approval of the listing of such Parent Ordinary Shares Xxxxxxx Common Stock and Parent ADSs New Xxxxxxx Preferred Stock (or depositary shares in respect thereof) 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 court, administrative agency or commission or other governmental authority or instrumentality or SRO (each a “Governmental Entity Entity”) are necessary in connection with (i) the execution and delivery by Sterling of this Agreement or (ii) the consummation by Parent Sterling of the Transaction Merger and the other transactions contemplated by this Agreementhereby (including the Bank Merger). No As of the date hereof, Sterling is not aware of any reason why the necessary regulatory approvals and consents or approvals will not be received in order to permit consummation of or filings or registrations with any Governmental Entity are necessary in connection with the execution Merger and delivery by Parent of this AgreementBank Merger on a timely basis.

Consents and Approvals. Except for (ia) the filing of applications and notices, as applicable, with the Board of Governors of the Federal Reserve Board under System (“FRB”) and the BHC Act Department of Banking and Insurance of the State of New Jersey and approval of such applications and notices, (ii) the filing of any required applications, filings or notices with any Governmental Entity and the Other Regulatory Approvals listed in Section 6.4 of the Parent Disclosure Schedule, (iiib) the filing with the SEC Securities and Exchange Commission (the “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 hereby (the “Proxy Statement Statement”) and the filing and declaration of effectiveness of the F-4registration statement on Form S-4 (the “S-4”) in which the Proxy Statement will be included as a prospectus, (ivc) the approval of this Agreement and the Merger by the requisite vote of the shareholders of the Company, (d) the filing of the Certificate of Merger with the Secretary Department of the Treasury of the State of New Jersey pursuant to the BCA and of the Articles of Merger with the Department of State of the State Commonwealth of Delaware Pennsylvania pursuant to the DGCL and the filing of articles of merger and articles of share exchange and other appropriate merger and share exchange documents required by the laws BCL, (e) approval of the commonwealth listing of Virginia and the state of TexasParent Common Stock to be issued in the Merger on NASDAQ, (vf) such filings as shall be required to be made with any notices to applicable state securities bureaus or filings with the SBAcommissions, (vig) any such consents, authorizations, approvals, filings approvals or exemptions under the Environmental Laws (as defined in connection with compliance Section 3.17) and notices and filings 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 SRO, or that are required under consumer finance, mortgage banking and other similar laws, (vii) the Parent Shareholder Approval, (viii) any notices or filings under the HSR Act or applicable foreign antitrust, competition or similar laws, (ix) 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 Ordinary 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 Internal Revenue Service (the “NSECIRS”) of a prospectus (folleto) relating to or the Share Exchange Pension Benefit Guaranty Corporation (the “ProspectusPBGC”), (xi) the filing with respect to employee benefit plans as are described in Section 3.4 of the Deed of execution Company Disclosure Schedule and (h) such other filings, authorizations or approvals as may be set forth in Section 3.4 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 SegurosCompany 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 the Company of this Agreement and (2) the consummation by Parent the Company of the Transaction Merger 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 Agreementhereby.

Consents and Approvals. Except for (i) the filing of applications and notices, as applicable, with the Board of Governors of the Federal Reserve Board under System (the BHC Act “FRB”), the FDIC, and the MDBCF, with respect to the Share Exchange, the Corporate Merger and the Bank Merger, as applicable, and approval of such applications and notices, (ii) the filing of any required applications, filings or notices with any Governmental Entity other federal, state or foreign agencies or regulatory (including self-regulatory) authorities and approval or grant of such applications, filings and notices (the “Other Regulatory Approvals listed in Section 6.4 of the Parent Disclosure ScheduleApprovals”), (iii) the filing with the SEC Securities and Exchange Commission (the “SEC”) of a Proxy Statement/Prospectus in definitive form (including any amendments or supplements thereto, the “Proxy Statement”) relating to (a) the approval of this Agreement and the transactions contemplated hereby by the shareholders of FTC at a meeting at which a quorum consisting of at least a majority of the Proxy Statement 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 filing 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 F-4Form S-4 by the SEC, (iv) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL and the filing of articles of merger and articles of share exchange and other appropriate merger and share exchange documents required by the laws of the commonwealth of Virginia and the state of 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 requirements of federal the Securities Exchange Act of 1934, as amended (the “Exchange Act”), 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 SRO, or that are required under consumer finance, mortgage banking and other similar laws, (vii) the Parent Shareholder Approval, (viii) any notices or filings under the HSR Act or applicable foreign antitrust, competition or similar laws, (ix) 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 Ordinary Shares shares of BancPlus Common Stock constituting a portion of the Share Exchange Consideration pursuant to this Agreement 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”), (xiv) the filing of the Deed Articles of execution Share Exchange and Articles of Merger with the Capital Increase against contribution in kindMississippi Secretary and Louisiana Secretary pursuant to the MBCA and LBCA, 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) Bank Merger Certificates, as required approvals of the Bank of Spain and the Spanish Direccion General de Segurosunder applicable law, 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 (A) the execution and delivery by BancPlus and BankPlus of this Agreement or (B) the consummation by Parent BancPlus or any of its Subsidiaries, as applicable, of the Transaction Share Exchange, the Corporate Merger and the other transactions contemplated hereby (including the Bank Merger). As of the date hereof, BancPlus has no knowledge of any reason why the necessary regulatory approvals and consents will not be received to permit consummation of the Share Exchange, the Corporate Merger, the Bank Merger and the other transactions contemplated herein on a timely basis. Except for any consents, authorizations, or approvals which are listed in Sections 3.3 or 3.4 of the BancPlus Disclosure Schedule and adoption and approval of the Bank Merger by this Agreement. No consents BancPlus as the sole shareholder of BankPlus, no consents, authorizations, or approvals of or filings or registrations with 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 Parent BancPlus and BankPlus of this AgreementAgreement 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 (i) 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 Federal Reserve Board under the BHC Act and approval of such applications and notices, ; (ii) the filing of any required applications, filings or notices with any Governmental Entity and the Other Regulatory Approvals listed in Section 6.4 of the Parent Disclosure Schedule, (iiivi) the filing with the SEC United States Securities and Exchange Commission (the “SEC”) of a proxy statement in definitive form relating to the meeting of the shareholders of Banknorth to be held to vote on the adoption of this Agreement with respect to the Migratory Merger (the “Proxy Statement Statement/Prospectus”) and the filing with, and declaration of effectiveness by, the SEC of the F-4combined registration statement on Form F-4 relating to the TD Common Shares to be issued in the Acquisition Merger and on Form S-4 with respect to the shares of Banknorth Delaware Common Stock to be issued in the Migratory Merger (the “Registration 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, (ivvii) the filing of the Migratory Merger Certificates and the Certificate of Merger with the Secretary Secretaries of State of the State States of Delaware Maine and Delaware, as applicable, pursuant to the DGCL MBCA and the filing DGCL, as applicable, (viii) the consents and approvals set forth in Section 3.4 of articles the Banknorth Disclosure Schedule, (ix) any notices or filings under the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of merger and articles of share exchange and other appropriate merger and share exchange documents required 1976, as amended (the “HSR Act”), (x) approval by the Superintendent of Financial Institutions (Canada) under the Bank Act (Canada) of (1) the acquisition by TD of a substantial investment in each direct subsidiary of Banknorth that carries on a financial services activity and (2) the issuance of the TD Common Shares constituting the TD Stock Consideration (the “OSFI Approval”), (xi) such applications, filings, authorizations, orders and approvals as may be required under the banking laws of the commonwealth states listed in Section 3.4 of Virginia and the state of TexasBanknorth Disclosure Schedule (the “State Banking Approvals”), (vxii) 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 or state securities laws relating to the regulation of broker-dealers, investment companiescompanies and investment advisors, investment advisers or transfer agents (xiii) such filings, notifications and federal commodities laws relating to approvals as are required under the regulation Small Business Investment Act of futures commission merchants, commodity trading advisers, commodity pool operators or introducing brokers 1958 (“SBIA”) and the rules and regulations of the Small Business Administration (“SBA”) thereunder and of any securities or futures exchange or other SRO, or that are required under consumer finance, mortgage banking and other similar laws, (viixiv) the Parent Shareholder Approval, (viii) any notices or filings under the HSR Act or applicable foreign antitrust, competition or similar laws, (ix) such filings consents and approvals of third parties which are not Governmental Entities (as are required hereinafter defined), the failure of which to be made obtained will not have and would not be reasonably expected to have, individually or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the Parent Ordinary 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 Segurosaggregate, a Material Adverse Effect on Banknorth or TD, 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 other third party are necessary in connection with (A) the execution, delivery and performance by Banknorth and Banknorth Delaware of this Agreement and the Stockholders Agreement and (B) the consummation by Parent Banknorth and Banknorth Delaware of the Transaction Migratory Merger, the consummation by Banknorth Delaware of the Acquisition Merger 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 hereby and delivery by Parent of this Agreementthereby.

Consents and Approvals. Except for (ia) the filing of applications applications, filings and notices, as applicable, with the Board of Governors of the Federal Reserve Board System (the “Federal Reserve Board”) under the BHC Act and the Home Owners’ Loan Act and approval of such applications applications, filings and notices, (iib) the filing of applications, filings and notices, as applicable, with the OCC in connection with the Bank Merger, under the Bank Merger Act, and approval of such applications, filings and notices, (c) the filing of any required applications, filings or notices notices, as applicable, with any Governmental Entity the Financial Industry Regulatory Authority (“FINRA”) and the Other Regulatory Approvals listed in Section 6.4 approval of the Parent Disclosure Schedulesuch applications, filings and notices, (iiid) the filing with the SEC Securities and Exchange Commission (the “SEC”) of a proxy statement in definitive form relating to the meeting of Sunshine’s shareholders to be held in connection with this Agreement and the transactions contemplated hereby (including any amendments or supplements thereto, the “Proxy Statement-Prospectus”), and of the registration statement on Form S‑4 in which the Proxy Statement and will be included as a prospectus, to be filed with the filing SEC by CenterState in connection with the transactions contemplated by this Agreement (the “S‑4”) and declaration of effectiveness of the F-4S‑4, (ivd) the filing of the Certificate Certificates/Articles of Merger with the Florida Secretary of State of the State of Delaware pursuant to the DGCL FBCA and the filing Maryland State Department of articles of merger Assessments and articles of share exchange and other appropriate merger and share exchange documents required by the laws of the commonwealth of Virginia and the state of 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 Taxation pursuant to the regulation of broker-dealers, investment companies, investment advisers or transfer agents and federal commodities laws relating MGCL to the regulation of futures commission merchantsextent required, 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, (vii) the Parent Shareholder Approval, (viii) any notices or filings under the HSR Act or applicable foreign antitrust, competition or similar laws, (ixe) 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 Ordinary Shares shares of CenterState Common Stock pursuant to this Agreement and the approval of the listing of such Parent Ordinary Shares and Parent ADSs CenterState Common Stock on the NYSE, (x) the registration with and verification by the National Securities Exchange Commission of Spain NASDAQ (the “NSEC”) of a prospectus (folleto) relating to the Share Exchange (the “ProspectusRegulatory Approvals”), (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 Authority are necessary in connection with (A) the execution and delivery by Sunshine of this Agreement or (B) the consummation by Parent Sunshine of the Transaction Merger and the other transactions contemplated hereby (including the consummation by this AgreementSavings Bank of the Bank Merger). No As of the date hereof, Sunshine is not aware of any reason why the necessary Regulatory Approvals and consents or approvals will not be received in order to permit consummation of or filings or registrations with any Governmental Entity are necessary in connection with the execution Merger and delivery by Parent of this AgreementBank Merger on a timely basis.

Consents and Approvals. Except for (i) the filing of applications applications, filings and notices, as applicable, with the NASDAQ, (ii) the filing of applications, filings and notices, as applicable, with the Board of Governors of the Federal Reserve Board System (the “Federal Reserve Board”) under the BHC Act and approval of such applications applications, filings and notices, (iiiii) the filing of any required applications, filings or notices with any Governmental Entity and the Other Regulatory Approvals listed in Section 6.4 Bureau of Financial Institutions of the Parent Virginia State Corporation Commission (the “Bureau of Financial Institutions”) and any state banking authorities listed on Section 3.4 of the Xenith Disclosure ScheduleSchedule or Section 4.4 of the HRB Disclosure Schedule and approval of such applications, filings and notices, (iiiiv) 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 in which the Joint Proxy Statement and will be included as a prospectus, to be filed with the filing SEC by HRB in connection with the transactions contemplated by this Agreement (the “S-4”) and declaration of effectiveness of the F-4S-4, (ivv) the filing of the Certificate Articles of Merger with the Secretary of State of the State of Delaware VSCC pursuant to the DGCL VSCA and the filing of articles of merger the Bank Merger Certificates, and articles of share exchange and other appropriate merger and share exchange documents required by the laws of the commonwealth of Virginia and the state of 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 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 SRO, or that are required under consumer finance, mortgage banking and other similar laws, (vii) the Parent Shareholder Approval, (viii) any notices or filings under the HSR Act or applicable foreign antitrust, competition or similar laws, (ix) 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 Ordinary Shares shares of HRB Common Stock pursuant to this Agreement and the approval of the listing of such Parent Ordinary Shares and Parent ADSs HRB Common Stock 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 SegurosNASDAQ, 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 (A) the execution and delivery by Xenith of this Agreement or (B) the consummation by Parent Xenith of the Transaction Merger and the other transactions contemplated hereby (including the Bank Merger, the HRB Bank Payment and 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 this Agreement. No consents or approvals Xenith to permit consummation of or filings or registrations with any Governmental Entity are necessary in connection with the execution Merger and delivery by Parent of this AgreementBank Merger on a timely basis.

Consents and Approvals. Except for (ia) any filings or clearances required by the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), (b) the filing of applications and notices, as applicable, with the Federal Reserve Board under the BHC Act and approval of such applications and noticesCompany Shareholder Approval, (ii) the filing of any required applications, filings or notices with any Governmental Entity and the Other Regulatory Approvals listed in Section 6.4 of the Parent Disclosure Schedule, (iiic) the filing with the SEC of (i) a proxy statement/prospectus related to the Proxy Statement transactions contemplated by this Agreement and the Company Shareholders Meeting (as may be amended or supplemented from time to time, the “Proxy Statement/Prospectus”), and (ii) such other reports or filings under the Exchange Act or the Securities Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement, (d) the filing and declaration of effectiveness of the F-4Articles of Merger with the SCC pursuant to the VSCA, (ive) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL and the filing of articles of merger and articles of share exchange and other appropriate merger and share exchange documents required by the laws requirements of the commonwealth of Virginia and the state of TexasDGCL, (vf) any notices to or such 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 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 as may be required under 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, (vii) the Parent Shareholder Approval, (viii) any notices or filings under the HSR Act or applicable foreign antitrust, competition or similar laws, (ix) 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 Ordinary Shares pursuant to this Agreement and approval of listing of such Parent Ordinary Shares and Parent ADSs on the NYSE, (xg) the registration with filings, clearances, consents, notices and verification by approvals set forth in Section 3.5 of the National Securities Exchange Commission of Spain Company Disclosure Letter (the “NSEC”consents referred to in clauses (a) of a prospectus through (folleto) relating to the Share Exchange (g), the “ProspectusCompany Consents”), and (xih) the filing of the Deed of execution of the Capital Increase against contribution in kindsuch additional filings, clearances, consents, notices and approvals, the filing failure of the necessary auditors’ report and the filing of the necessary report of the expert designated by the Commercial Registry relating which to the fair value of the assets acquired by Parent make or obtain would not reasonably be expected to have, individually or in the Transaction and (xii) required approvals of the Bank of Spain and the Spanish Direccion General de Segurosaggregate, a Company Material Adverse Effect, no consents filings, clearances, consents, notices or approvals of or filings or registrations with any Governmental Entity or any Third Party are necessary in connection with (A) the execution and delivery by the Company of this Agreement or (B) the consummation by Parent the Company of the Transaction Merger 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.

Consents and Approvals. Except for (i) the filing of applications and notices, as applicable, with the Board of Governors of the Federal Reserve Board System (the “Federal Reserve Board”) under the BHC Act and the Federal Reserve Act, as amended, and approval of such applications and notices, (ii) the filing of any required applications, filings applications or notices with any Governmental Entity other federal, state or foreign agencies or regulatory authorities and approval of such applications and notices (the “Other Regulatory Approvals listed in Section 6.4 of the Parent Disclosure ScheduleApprovals”), (iii) the filing with the SEC Securities and Exchange Commission (the “SEC”) of a Proxy Statement/Prospectus in definitive form relating to the meeting of First National Bankshares’ shareholders to be held in connection with this Agreement and the transactions contemplated hereby (the “Proxy Statement/Prospectus”), and of the registration statement on Form S-4 (the “Form S-4”) in which the Proxy Statement and the filing Statement/Prospectus will be included as a prospectus, and declaration of effectiveness of the F-4Form S-4, (iv) the filing of the Certificate of Merger with the Ohio Secretary of State of the State of Delaware pursuant to the DGCL OGCL and the filing of articles Articles of merger and articles of share exchange and other appropriate merger and share exchange documents required by Merger with the laws of Florida Secretary pursuant to the commonwealth of Virginia and the state of TexasFBCA, (v) any notices to or filings with the Small Business Administration (the “SBA”), (vi) any notice or filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), (vii) 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 agents, and federal commodities laws relating to the regulation of futures commission merchants, commodity trading advisers, commodity pool operators or introducing brokers merchants and the rules and regulations thereunder and of any securities applicable industry self-regulatory organization (“SRO”), and the rules of The New York Stock Exchange, Inc. (“NYSE”) or futures exchange or other SROThe Nasdaq Stock Market, Inc., or that which are required under insurance, consumer finance, mortgage banking and other similar laws, (vii) the Parent Shareholder Approval, laws and (viii) any notices or filings under the HSR Act or applicable foreign antitrust, competition or similar laws, (ix) 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 Ordinary Shares shares of Fifth Third Common Stock 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 SegurosAgreement, 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 other third party, are necessary in connection with the consummation by Parent Fifth Third of the Transaction Merger 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 Agreementhereby.

Consents and Approvals. (a) Except for (i) the effectiveness of a registration statement on Form S-4 to register the shares of S1 Common Stock to be issued in connection with the Merger (including the shares of S1 Common Stock that may be issued upon the exercise of the options referred to in Section 1.6 hereof), and the filing of applications and notices, as applicable, with the Federal Reserve Board under joint proxy statement/prospectus to be used in soliciting the BHC Act and approval of such applications Edify's and noticesS1's stockholders at a special meeting to be held in connection with this Agreement and the transactions contemplated hereby (the "Proxy Statement/Prospectus"), (ii) the filing approval of any required applications, filings or notices with any Governmental Entity and this Agreement by the Other Regulatory Approvals listed in Section 6.4 requisite vote of the Parent Disclosure Schedulestockholders of Edify, (iii) the filing with the SEC of the Proxy Statement and the filing and declaration of effectiveness of the F-4, (iv) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL 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 filing of articles of merger and articles of share exchange and other appropriate merger and share exchange documents required by the securities or antitrust laws of the commonwealth of Virginia any foreign country, and the state of Texas, (v) any notices to such filings, authorizations 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 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 SRO, or that are required under consumer finance, mortgage banking and other similar laws, (vii) the Parent Shareholder Approval, (viii) any notices or filings under the HSR Act or applicable foreign antitrust, competition or similar laws, (ix) such filings and approvals as are required to may be made or obtained under the securities or “Blue Sky” laws of various states set forth in connection with the issuance Section 3.4 of the Parent Ordinary 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 SegurosEdify 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 Edify of this Agreement and the Option Agreement, (2) the consummation by Parent Edify of the Transaction Merger and the other transactions contemplated hereby, and (3) the consummation by this Agreement. No consents Edify of the Option Agreement and the transactions contemplated thereby, except, in each case, for such consents, approvals or approvals 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 filings (y) a Material Adverse Effect on Edify, S1 or registrations with any Governmental Entity are necessary in connection with the execution and delivery by Parent of this AgreementSurviving Corporation following the Effective Time.

Consents and Approvals. Except for (ia) the filing of applications and notices, as applicable, with receipt of approvals or no objections from, and the expiration of waiting periods required by, any agency or department of any federal or state government having supervisory jurisdiction over the Parties and the transactions contemplated by this Agreement, including the Board of Governors of the Federal Reserve Board under System (the BHC Act “Federal Reserve Board”), the FDIC, the Bureau of Financial Institutions of the Virginia State Corporation Commission (the “VBFI”) and approval the Office of such applications and noticesthe Commissioner of Banks of the State of North Carolina, (ii) the filing of any required applications, filings or notices with any Governmental Entity and the Other Regulatory Approvals listed in Section 6.4 of the Parent Disclosure Schedule, (iiib) the filing with the SEC Securities and Exchange Commission (the “SEC”) of a proxy statement in definitive form relating to the Target Shareholder Meeting 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 registering the shares of Buyer Common Stock to be issued in the Merger (the “Form S-4”), in which the Proxy Statement and the filing will be included, and declaration of effectiveness of the F-4Form S-4 under the Securities Act, (ivc) the filing of the Certificate North Carolina Articles of Merger with the North Carolina Secretary of State of the State of Delaware pursuant to the DGCL NCBCA and the filing Virginia Articles of articles of merger and articles of share exchange and other appropriate merger and share exchange documents required by Merger with the laws of Virginia State Corporation Commission pursuant to the commonwealth of Virginia and the state of TexasVSCA, (v) any notices to or filings with the SBA, (vid) 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 agents, and federal commodities laws relating to the regulation of futures commission merchants, commodity trading advisers, commodity pool operators or introducing brokers merchants and the rules and regulations thereunder and of any securities or futures exchange or other applicable industry self-regulatory organization (“SRO”), and the rules and regulations of The Nasdaq Global Market, or that are required under consumer finance, mortgage banking and other similar laws, and (viie) the Parent Shareholder Approval, (viii) any notices or filings under the HSR Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act or applicable foreign antitrustof 1976, competition or similar laws, (ix) 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 Ordinary 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 amended (the “NSEC”) of a prospectus (folleto) relating to the Share Exchange (the “ProspectusHSR Act”), (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 Segurosif 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 the consummation by Parent Target of the Transaction Merger and the other transactions contemplated by this Agreement, 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 Target of this Agreement.

Consents and Approvals. Except for (i) the filing filings of applications and noticesnotices with, as applicableand receipt of consents, with authorizations, approvals, exemptions or nonobjections from, the Federal Reserve Board under Securities and Exchange Commission (the BHC Act “SEC”), NYSE, state securities authorities, the Financial Industry Regulatory Authority, applicable securities, commodities and approval of such applications futures exchanges, and noticesother industry self-regulatory organizations (each, an “SRO”), (ii) the filing of any other required applications, filings or notices with the Board of Governors of the Federal Reserve System (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 Entity”) and approval of or non-objection to such applications, filings and notices (taken together with the Other Regulatory Approvals items listed in Section 6.4 of clause (i), the Parent Disclosure Schedule“Regulatory Approvals”), (iii) 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 (the “Form S-4”) in which the Joint Proxy Statement and the filing will be included as a prospectus, and declaration of effectiveness of the F-4Form S-4 and the filing and effectiveness of the registration statement contemplated by Section 6.1(a), (iv) the filing of the Certificate 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 Delaware pursuant to the DGCL and the filing of articles of merger and articles of share exchange and other appropriate merger and share exchange documents required by the laws of the commonwealth of Virginia and the state of TexasDelaware, (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 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 SRO, or that are required under consumer finance, mortgage banking and other similar laws, (vii) the Parent Shareholder Approval, (viii) 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, Act”) and (ixvi) 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 Ordinary Shares shares of Purchaser Common Stock pursuant to this Agreement and approval of listing of such Parent Ordinary Shares and Parent ADSs Purchaser Common Stock 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 the consummation by Parent Company of the Transaction Merger 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 Company of this Agreement. As of the 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.

Consents and Approvals. Except for (ia) the filing of applications and or notices, as applicable, with the Board of Governors of the Federal Reserve Board System (the "Federal Reserve Board") under the Bank Holding Company Act of 1956, as amended (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 applications and noticesapplication, (iic) the filing of any required applicationsapplications or notices, filings or notices as applicable, with any Governmental Entity the Office of Thrift Supervision (the "OTS") and the Other Regulatory Approvals listed in Section 6.4 approval of such applications or notices, (d) the filing of applications or notices, as applicable, with the Commissioner of Financial Regulation of the Parent Disclosure ScheduleState of Maryland (the "Commissioner") and approval of such applications or notices, (iiie) the filing with the SEC of a joint proxy statement in definitive form relating to the Proxy Statement meetings of the Company's stockholders and Buyer's stockholders to be held in connection with this Agreement and the filing and declaration transactions contemplated hereby (the "Proxy Statement"), (f) the approval of effectiveness this Agreement by the requisite vote of the F-4stockholders of the Company, (ivg) the filing of the Certificate Articles of Merger with the Secretary of State of the State of Delaware Department pursuant to the DGCL and MGCL, (h) the filing of articles of merger and articles of share exchange and other appropriate merger and share exchange documents filings required by the laws of the commonwealth of Virginia and the state of TexasBank Merger Agreement, (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 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 SRO, or that are required under consumer finance, mortgage banking and other similar laws, (viii) the Parent Shareholder Approval, (viii) any notices or filings under the HSR Act or applicable foreign antitrust, competition or similar laws, (ix) 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 Ordinary 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 Merger Agreement by the Company as the sole stockholder of Spain the Bank, and (j) such filings, authorizations or approvals as may be set forth in Section 3.4 of the Spanish Direccion General de SegurosCompany 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 the Company of this Agreement, (2) the consummation by Parent the Company of the Transaction Merger 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 hereby, (3) the execution and delivery by Parent the Bank of this the Bank Merger Agreement, and (4) the consummation by the Bank of the Subsidiary Merger.

Consents and Approvals. Except for (i) the filing of applications applications, filings and notices, as applicable, with NASDAQ, (ii) the filing of applications, filings and notices, as applicable, with the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) under the BHC Act and approval of such applications, filings and notices, (iii) the filing of applications, filings and notices, as applicable, with the Federal Reserve Board 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 BHC Act Bank Merger Act, and approval of such applications applications, filings and notices, (iiiv) the filing of any required applications, filings or notices with any Governmental Entity and the Other Regulatory Approvals state banking authorities listed in on Section 6.4 3.4 of the Parent MainSource Disclosure ScheduleSchedule or Section 4.4 of the First Financial Disclosure Schedule and approval of such applications, filings and notices, (iiiv) 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 in which the Joint Proxy Statement and will be included as a prospectus, to be filed with the filing SEC by First Financial in connection with the transactions contemplated by this Agreement (the “S-4”) and declaration of effectiveness of the F-4S-4, (ivvi) the filing of the Certificate Articles of Merger with the Indiana Secretary of State of the State of Delaware pursuant to the DGCL IBCL and the certificate of merger with the Ohio Secretary pursuant to the OGCL and the filing of articles of merger the Bank Merger Certificates, and articles of share exchange and other appropriate merger and share exchange documents required by the laws of the commonwealth of Virginia and the state of 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 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 SRO, or that are required under consumer finance, mortgage banking and other similar laws, (vii) the Parent Shareholder Approval, (viii) any notices or filings under the HSR Act or applicable foreign antitrust, competition or similar laws, (ix) 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 Ordinary Shares shares of First Financial Common Stock pursuant to this Agreement and the approval of the listing of such Parent Ordinary Shares and Parent ADSs First Financial Common Stock 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 SegurosNASDAQ, 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 (A) the execution and delivery by MainSource of this Agreement or (B) the consummation by Parent MainSource of the Transaction Merger and the other transactions contemplated by this Agreementhereby (including the Bank Merger). No As of the date hereof, MainSource is not aware of any reason why the necessary regulatory approvals and consents or approvals will not be received in order to permit consummation of or filings or registrations with any Governmental Entity are necessary in connection with the execution Merger and delivery by Parent of this AgreementBank Merger on a timely basis.

Consents and Approvals. Except for (ia) the filing filings of applications and noticesnotices with, as applicableand receipt of consents, with authorizations, approvals, exemptions or non-objections from, the Federal Reserve Board under Securities and Exchange Commission (“SEC”), the BHC Act Nasdaq Stock Exchange (“Nasdaq”), state securities authorities and approval of such applications and noticesother industry self-regulatory organizations (each, an “SRO”), (iib) the filing of any other required applications, filings or notices with the 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 Entity”) and approval of or non-objection to such applications, filings and notices (taken together with the Other Regulatory Approvals items listed in Section 6.4 of clause (i), the Parent Disclosure Schedule“Regulatory Approvals”), (iiic) 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 (or such other applicable form) (the filing “Form S-4”) in which the Joint Proxy Statement will be included as a prospectus, and declaration of effectiveness of the F-4Form S-4 and the filing and effectiveness of the registration statement contemplated by Section 6.1, (ivd) the filing of the Certificate Washington Articles of Merger with the Washington Secretary of State of the State of Delaware pursuant to the DGCL and the filing Oregon Articles of articles of merger and articles of share exchange and other appropriate merger and share exchange documents required by the laws of the commonwealth of Virginia and the state of Texas, (v) any notices to or filings Merger with the SBAOregon Secretary, and (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 SRO, or that are required under consumer finance, mortgage banking and other similar laws, (vii) the Parent Shareholder Approval, (viii) any notices or filings under the HSR Act or applicable foreign antitrust, competition or similar laws, (ixe) such filings and approvals as are required to be made or obtained under the securities or “Blue Skyblue sky” laws of various states in connection with the issuance of the Parent Ordinary Shares shares of Purchaser Common Stock pursuant to this Agreement and approval of listing of such Parent Ordinary Shares and Parent ADSs Purchaser Common Stock 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 SegurosNasdaq, no consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with the consummation by Parent Company of the Transaction Merger 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.

Consents and Approvals. Except for (i) the filing filings of applications and noticesnotices with, as applicableand receipt of consents, with 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 Reserve Board under Energy Regulatory Commission (“FERC”), applicable securities, commodities and futures exchanges, the BHC Act United Kingdom Financial Services Authority (“FSA”), and approval of such applications and noticesother industry self-regulatory organizations (“SRO”), (ii) the filing of an 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 amended (the “BHC Act”) and approval of such application, (iii) the filing of any required applications with the 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, filings or and notices (taken together with any Governmental Entity and the Other Regulatory Approvals items listed in Section 6.4 of clauses (i) and (ii), the Parent Disclosure Schedule“Regulatory Approvals”), (iiiiv) the filing with the SEC of the 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 filing transactions contemplated by this Agreement (the “Joint Proxy Statement”) and of a registration statement on Form S-4 (the “Form S-4”) in which the Joint Proxy Statement will be included as a prospectus, and declaration of effectiveness of the F-4Form S-4, (ivv) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL and the filing of articles of merger and articles of share exchange and other appropriate merger and share exchange documents required by the laws of the commonwealth of Virginia and the state of TexasDGCL, (vvi) 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 SRO, or that are required under consumer finance, mortgage banking and other similar laws”), (vii) the Parent Shareholder Approval, (viii) any notices or filings required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act or applicable foreign antitrust, competition or similar laws, Act”) and the antitrust laws and regulations of any non-U.S. jurisdiction and (ixviii) 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 Ordinary Shares Common Stock pursuant to this Agreement and approval of listing of such Parent Ordinary Shares and Parent ADSs Common Stock 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 the consummation by Parent Company of the Transaction Merger and the other transactions contemplated 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 Company of this Agreement or the Stock Option Agreement.

Consents and Approvals. Except for (ia) the filing of applications applications, filings and notices, as applicable, with the NASDAQ, (b) the filing of applications, filings and notices, as applicable, with the Board of Governors of the Federal Reserve Board System (the “Federal Reserve Board”) under the BHC Act and approval of such applications applications, filings and notices, (iic) the filing of any required applications, filings or notices and notices, as applicable, with any Governmental Entity the Idaho Department of Finance (the “Idaho Department”), and the Other Regulatory Approvals listed 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 Section 6.4 which Home Federal Bank participates in connection with the Bank Merger or the transfer of the Parent Disclosure ScheduleShared-Loss Agreements, and approval of such applications, filings and notices, (iiid) 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 (the “S-4”) in which the Proxy Statement and will be included as a prospectus, to be filed with the filing SEC by Cascade in connection with the 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 F-4S-4, (ive) any filings or notices with the U.S. Department of Justice under the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), (f) the filing of the Certificate Articles of Merger with the Secretary of State of the State of Delaware Maryland Department pursuant to the DGCL MGCL and the Oregon Secretary pursuant to the OBCA, and the filing of articles of merger the Bank Merger Certificates, and articles of share exchange and other appropriate merger and share exchange documents required by the laws of the commonwealth of Virginia and the state of 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 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 SRO, or that are required under consumer finance, mortgage banking and other similar laws, (vii) the Parent Shareholder Approval, (viii) any notices or filings under the HSR Act or applicable foreign antitrust, competition or similar laws, (ixg) 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 the Parent Ordinary Shares any securities pursuant to this Agreement and the approval of the listing of such Parent Ordinary Shares and Parent ADSs the shares of Cascade Common Stock issued in conjunction with the transactions contemplated by this Agreement 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 SegurosNASDAQ, 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 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 (A) the execution and delivery by Parent Home of this AgreementAgreement or (B) the consummation by Home of the Merger and the consummation by Home or any Home Subsidiary of the other transactions contemplated hereby (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 (ia) the filing of applications and notices, as applicable, with the Board of Governors of the Federal Reserve Board System (the "Federal Reserve Board") under the BHC Act and approval of such applications and notices, (b)(i) compliance with the premerger notification filing requirements under Part IX of the Competition Act (Canada) and the expiration of the 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 any required applicationsa notification under the Investment Canada Act, filings or notices with any Governmental Entity (d) the filing of applications with, and the Other Regulatory Approvals listed approval of such applications by, the appropriate financial regulatory authorities in Section 6.4 of the Parent Disclosure Scheduleprovinces, states and countries in which CIT or any CIT Subsidiary conducts business, (iiie) receipt of exemption orders from the provincial securities regulators from the registration and prospectus requirements with respect to the issuance of and first trade in CIT Common Stock, (f) the filing with the SEC Court, the SEC, the OSC and other Canadian securities regulatory authorities of the Proxy Statement Circular and the filing and declaration of effectiveness of the F-4Registration Statement, (ivg) the filing approval of the Certificate of Merger with the Secretary of State CIT Shareholder Matters, (h) approval of the State of Delaware pursuant to the DGCL and the filing of articles of merger and articles of share exchange and other appropriate merger and share exchange documents required by the laws listing of the commonwealth of Virginia and the state of 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 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 SRO, or that are required under consumer finance, mortgage banking and other similar laws, (vii) the Parent Shareholder Approval, (viii) any notices or filings under the HSR Act or applicable foreign antitrust, competition or similar laws, (ix) such filings and approvals as are required CIT Common Stock to be made or obtained under issued in the securities or “Blue Sky” laws of various states in connection with the issuance Arrangement, upon exchange of the Parent Ordinary Shares pursuant to this Agreement and approval of listing of such Parent Ordinary Exchangeable Shares and Parent ADSs upon exercise of the Replacement Options on the NYSE, (xi) the registration with and verification by the National Securities Exchange Commission approvals or orders in respect 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 CIT and/or DKB under section 518 or 521 of the Bank Act (Canada), and (j) approvals, if applicable, of Spain the Ministry of Finance of Japan and the Spanish Direccion General de SegurosFinancial 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 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 Transaction Arrangement and the other transactions contemplated hereby and 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 AgreementArrangement Documents.

Consents and Approvals. Except for (i) the filing requisite filings with, notices to and approval of applications and notices, as applicable, with the Board of Governors of the Federal Reserve Board System (the "Federal Reserve Board") under the BHC Act BHCA and approval of such applications and noticesthe Federal Reserve Act, as amended, (ii) the filing of any required applications, filings applications or notices with any Governmental Entity and the Other Regulatory Approvals listed in Section 6.4 Federal Reserve Bank of New York, the Office of the Parent Comptroller of the Currency, the Department of Justice, the Federal Trade Commission, the New York State Banking Department, the Department of Banking of the State of Connecticut, the Florida Department of Banking and Finance, the New Jersey Department of Banking and Insurance, the North Carolina Commissioner of Banks, the Office of Thrift Supervision, the Federal Deposit Insurance Corporation, the Pennsylvania Department of Banking, the Delaware State Banks Commissioner, the District of Columbia Office of Banking and Financial Institutions, the Cayman Islands Banking Commission, the National Association of Securities Dealers and other applicable federal, state or foreign governmental agencies or authorities as set forth in Schedule 3.4 of the UST Disclosure ScheduleSchedule and approval of such applications and notices, (iii) the filing with the SEC of a proxy statement in definitive form relating to the Proxy Statement meeting of UST's shareholders to be held in connection with this Agreement and the filing transactions contemplated hereby (the "Proxy Statement") which shall be included in the SCHWAB registration statement on Form S-4 (the "S-4") and declaration any other filings required to be made with the SEC under the Securities Exchange Act of effectiveness of 1934, as amended (the F-4"Exchange Act"), (iv) the filing of the New York Certificate of Merger with the Secretary of State of the State of Delaware New York Department pursuant to the DGCL and the filing of articles of merger and articles of share exchange and other appropriate merger and share exchange documents required by the laws of the commonwealth of Virginia and the state of TexasNYBCL, (v) any notices to or filings with the SBA, (vi) any consentsconsent, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal federal, state and state securities foreign laws relating to the regulation of broker-dealers, investment companiesadvisers (including the Investment Advisers Act of 1940, investment advisers or transfer agents as amended (the "Advisers Act")) and federal commodities laws relating to the regulation of futures commission merchants, commodity trading advisers, commodity pool operators or introducing brokers insurance agencies and the rules and regulations thereunder and of any securities domestic or futures exchange foreign securities, broker-dealer, investment adviser and insurance industry self-regulatory organization ("SRO") with jurisdiction over UST or other SROany of its Subsidiaries, (vi) the consents, approvals and notices required or that are required contemplated under consumer financethe Investment Company Act of 1940, mortgage banking and other similar lawsas amended (the "1940 Act"), (vii) the Parent UST Shareholder Approval, Approval and (viii) any notices or filings under the HSR Act or applicable foreign antitrust, competition or similar laws, (ix) such filings additional consents 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 Ordinary 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 kindapprovals, the filing failure of the necessary auditors’ report and the filing of the necessary report of the expert designated by the Commercial Registry relating which 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 Segurosmake or obtain would not be reasonably likely to have a UST Material Adverse Effect, no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental or regulatory authority or instrumentality (each a "Governmental Entity Entity") or of or with any third party are necessary in connection with (A) the execution and delivery by UST of this Agreement and the UST Option Agreement and (B) the consummation by Parent UST of the Transaction Merger and the other transactions contemplated by this Agreementhereby. No consents or approvals of or filings or registrations with UST has no reason to believe that any Governmental Entity are necessary Requisite Regulatory Approvals (as defined in connection with the execution and delivery by Parent of this AgreementSection 7.1(c)) will not be obtained.

Consents and Approvals. Except for (ia) the filing of applications applications, filings and notices, as applicable, with the Federal Reserve Board FRB under the BHC Act and approval of such applications the applications, filings and notices, (iib) the filing of any required applications, filings or notices and notices, as applicable, with the FDIC, and approval of the applications, filings, and notices, (c) the filing of any required applications, filings, and notices, as applicable, with any Governmental Entity 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 Kentucky Department of Financial Institutions (“KDFI”) in connection with the Merger and the Other Regulatory Approvals listed in Section 6.4 Bank Merger and approval of the Parent Disclosure Scheduleapplications, filings and notices, (iiie) the filing with the Securities and Exchange Commission (the “SEC”) of the registration statement on Form S-4 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 Proxy Statement and the filing and declaration of effectiveness of the F-4S-4, (ivf) the filing of the Certificate Articles of Merger with the Kentucky Secretary of State of the State of Delaware pursuant to the DGCL KBCA, and the filing of articles of merger and articles of share exchange and other appropriate merger and share exchange documents required by the laws of the commonwealth of Virginia and the state of TexasBank Merger Certificates, (vg) 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 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 SRO, or that are required under consumer finance, mortgage banking and other similar laws, (vii) the Parent Shareholder Approval, (viii) any notices or filings under the HSR Act or applicable foreign antitrust, competition or similar laws, (ix) 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 Ordinary Shares shares of SYBT Common Stock pursuant to this Agreement and approval of listing of such Parent Ordinary Shares and Parent ADSs on the NYSEAgreement, (xh) the registration filing of applications, filings and notices, as applicable, with and verification by the National Securities Exchange Commission of Spain any self-regulatory organization (the “NSEC”) of a prospectus (folleto) relating to the Share Exchange (the “ProspectusSRO”), (xii) any approvals and notices required with respect to the SYBT Common Stock to be issued as part of the Merger Consideration under the rules of NASDAQ, and (j) the filing approval of the Deed Nevada Division 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 Insurance with respect to the fair value change in control of KTYB’s wholly-owned captive insurance subsidiary, KBI Insurance Company, Inc. (the assets acquired by Parent in the Transaction and (xii) required approvals of the Bank of Spain and the Spanish Direccion General de Seguros“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 KTYB of this Agreement or (2) the consummation by Parent KTYB of the Transaction Merger and the other transactions contemplated by this Agreementhereby (including the Bank Merger). No As of the date hereof, KTYB is not aware of any reason why the necessary regulatory approvals and consents or approvals will not be received in order to permit consummation of or filings or registrations with any Governmental Entity are necessary in connection with the execution Merger and delivery by Parent of this Agreementthe Bank Merger on a timely basis.

Consents and Approvals. Except for (ia) 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 Federal Reserve Board under Deposit Insurance Corporation (the BHC Act “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, (ii) the filing of any required applications, filings or notices with any Governmental Entity and the Other Regulatory Approvals listed in Section 6.4 of the Parent Disclosure Schedule, (iiib) the filing with the SEC Securities and Exchange Commission (the “SEC”) of 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 the 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 and the filing will be included as a prospectus, and declaration of effectiveness of the F-4Registration Statement, (ivc) the filing of the Certificate Articles of Merger with and the acceptance for record by the Department of Assessments and Taxation of the State of Maryland pursuant to the MGCL and the filing of Articles of Merger with and the acceptance for record by the Secretary of State of the State of Delaware Florida pursuant to the DGCL and the filing of articles of merger and articles of share exchange and other appropriate merger and share exchange documents required by the laws of the commonwealth of Virginia and the state of TexasFBCA, (vd) any notices to or filings with by ANNB and FNB required under the SBAXxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), (vie) 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 applicable industry self-regulatory organization (“SRO”), and the rules of NASDAQ or futures exchange or other SROthe NYSE, or that are required under consumer finance, insurance mortgage banking and other similar laws, (vii) the Parent Shareholder Approval, (viii) any notices or filings under the HSR Act or applicable foreign antitrust, competition or similar laws, (ixf) 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 Ordinary Shares shares of FNB Common Stock pursuant to this Agreement Agreement, and approval of the listing on the NYSE of such Parent Ordinary Shares and Parent ADSs on FNB Common Stock issuable in the NYSEMerger, (xg) the registration with and verification adoption of this Agreement by the National Securities Exchange Commission requisite vote of Spain the shareholders of ANNB, and (h) the consent of the United States Department of the Treasury (the “NSECTreasury Department”) of a prospectus (folleto) relating to the Share Exchange (the “Prospectus”), (xi) the filing purchase by FNB or one of its Subsidiaries or redemption by ANNB of all of the Deed of execution issued and outstanding shares of the Capital Increase against contribution in kind, ANNB Series A Preferred Stock from 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 SegurosTreasury 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 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 (A) the execution and delivery by Parent ANNB of this Agreement and (B) the consummation by ANNB of the Merger and the other transactions this Agreement contemplates. As of the date of this Agreement, ANNB is not aware of any reason why the Requisite Regulatory Approvals will not be received on a timely basis or why any Materially Burdensome Regulatory Condition would be imposed.

Consents and Approvals. (a) Except for (i) the filing of applications and notices, as applicable, as to the Merger and the Institution Merger with the Federal Reserve Board under the BHC Act OTS and approval of such applications and notices, (ii) the filing with the SEC of any required applications, filings or notices a registration statement (the "Registration Statement") to register the shares of Sterling Common Stock to be issued in connection with any Governmental Entity the Merger which Registration Statement will include the proxy statement/prospectus (the "Proxy Statement/Prospectus") 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 Other Regulatory Approvals listed in Section 6.4 of transactions contemplated hereby, including any adjournments thereof (the Parent Disclosure Schedule"Empire Meeting"), (iii) approval of the filing listing of the Sterling Common Stock to be issued in connection with the SEC of the Proxy Statement and the filing and declaration of effectiveness of the F-4Merger on NASDAQ or a national securities exchange, (iv) the approval of this Agreement by the requisite vote of the stockholders of Empire pursuant to the Empire Certificate of Incorporation and the DGCL, (v) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL and the filing of articles of merger and articles of share exchange and other appropriate merger and share exchange documents required by the laws of the commonwealth of Virginia and the state of 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 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 SRO, or that are required under consumer finance, mortgage banking and other similar laws, (vii) the Parent Shareholder Approval, (viii) any notices or filings under the HSR Act or applicable foreign antitrust, competition or similar laws, (ix) such filings and Empire Bank Board of Directors and Empire Bank shareholder 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 Ordinary Shares pursuant to this Institution Merger 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 SegurosInstitution 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 Empire of this Agreement; (2) the consummation by Parent Empire of the Transaction Merger 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 hereby; (3) the execution and delivery by Parent Empire Bank of this the Institution Merger Agreement; and (4) the performance by Empire Bank of the Institution Merger Agreement and the transactions contemplated thereby, except, in each case, for such consents, approvals or filings, the failure of which to obtain will not have a Material Adverse Effect on the ability to consummate the transactions contemplated hereby.

Consents and Approvals. Except for (i) the filing of applications applications, filings and notices, as applicable, with NASDAQ, (ii) the filing of applications, filings and notices, as applicable, with the Board of Governors of the Federal Reserve Board System (the “Federal Reserve Board”) under the Bank Holding Company Act of 1956, as amended (the “BHC Act Act”), and approval of such applications applications, filings and notices, (iiiii) the filing of any required applications, filings or and notices, as applicable, with the Office of the Comptroller of the Currency (the “OCC”), the Connecticut Department of Banking (“CDOB”) and the FDIC in connection with the Bank Merger, including under the Bank Merger Act, and approval of such applications, filings and notices, (iv) the filing of applications, filings and notices with any Governmental Entity the Massachusetts Board of Bank Incorporation (the “BBI”) to become a Massachusetts bank holding company and the Other Regulatory Approvals listed in Section 6.4 approval of the Parent Disclosure Schedulesuch applications, filings and notices, (iiiv) the filing with the SEC of a joint proxy statement in definitive form relating to the meetings of United’s and Rockville’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 in which the Joint Proxy Statement and will be included as a prospectus, to be filed with the filing SEC by Rockville in connection with the transactions contemplated by this Agreement (the “S-4”) and declaration of effectiveness of the F-4S-4, (ivvi) the filing of the Certificate Certificates of Merger with the Secretary of State of the State of Delaware Maryland Department pursuant to the DGCL MGCL and the Connecticut Secretary pursuant to the CBCA and the filing of articles of merger and articles of share exchange and other appropriate merger and share exchange documents required by the laws of the commonwealth of Virginia and the state of 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 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 SRO, or that are required under consumer finance, mortgage banking and other similar lawsBank Merger Certificates, (vii) the Parent Shareholder Approval, (viii) any notices or filings under the HSR Act or applicable foreign antitrust, competition or similar laws, (ix) 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 Ordinary Shares shares of Rockville Common Stock pursuant to this Agreement and the approval of the listing of such Parent Ordinary Shares Rockville Common Stock on NASDAQ and Parent ADSs (viii) and the execution and delivery by United and the relevant trustees or agents of supplemental indentures and relevant documents under the provisions of United’s trust preferred securities instruments and United and its Subsidiaries’ debt indentures set forth 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 Section 6.17 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 SegurosUnited 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 SRO (each a “Governmental Entity Entity”) are necessary in connection with (A) the execution and delivery by United of this Agreement or (B) the consummation by Parent United of the Transaction Merger and the other transactions contemplated by this Agreementhereby (including the Bank Merger). No As of the date hereof, United is not aware of any reason why the necessary regulatory approvals and consents or approvals will not be received in order to permit consummation of or filings or registrations with any Governmental Entity are necessary in connection with the execution Merger and delivery by Parent of this AgreementBank Merger on a timely basis.

Consents and Approvals. Except for (ia) the filing of applications applications, filings and notices, as applicable, with the New York Stock Exchange, (b) the filing of applications, filings and notices, as applicable, with the Federal Reserve Board under the BHC Act and approval of such applications applications, filings and notices, (iic) the filing of any required applications, filings and notices, as applicable, with the FDIC, and approval of such 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 Governmental Entity and state banking authorities listed on Section 3.4 of the Other Regulatory Approvals listed in Company Disclosure Schedule or Section 6.4 4.4 of the Parent Disclosure ScheduleSchedule and approval of such applications, filings and notices, (iiig) 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 by Parent in connection with the transactions contemplated by this Agreement (the “S-4”) and declaration by the SEC of the Proxy Statement and the filing and declaration of effectiveness of the F-4S-4, (ivh) the filing of the Certificate Articles of Merger with the Tennessee Secretary of State of the State of Delaware pursuant to the DGCL TBCA, and the filing of articles of merger and articles of share exchange and other appropriate merger and share exchange documents required by the laws of the commonwealth of Virginia and the state of TexasBank Merger Certificates, (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 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 SRO, or that are required under consumer finance, mortgage banking and other similar laws, (vii) the Parent Shareholder Approval, (viii) any notices or filings under the HSR Act or applicable foreign antitrust, competition or similar laws, (ixi) 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 Ordinary Shares Common Stock pursuant to this Agreement and (j) the approval of the listing of such Parent Ordinary Shares and Parent ADSs Common Stock 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 SegurosNew 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 (i) the execution and delivery by the Company of this Agreement or (ii) the consummation by Parent the Company of the Transaction Merger and the other transactions contemplated by this Agreementhereby (including the Bank Merger). No As of the date hereof, the Company is not aware of any reason why the necessary regulatory approvals and consents or approvals will not be received in order to permit consummation of or filings or registrations with any Governmental Entity are necessary in connection with the execution Merger and delivery by Parent of this Agreementthe Bank Merger on a timely basis.

Consents and Approvals. Except for (i) 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 CBI Bank with and into FNB Bank, the filing by FNB of applications and notices, as applicable, with the Federal Deposit Insurance Corporation (the “FDIC”), the Office of the Comptroller of the Currency (the “OCC”) or the Pennsylvania Department of Banking (the “PA DOB”) and the Federal Reserve Board under the BHC Act Board, and approval of such applications and noticesnotice, (ii) the filing by FNB of any required applications, filings applications or notices with any Governmental Entity foreign or state banking, insurance or other regulatory or self-regulatory authorities and approval of such applications and notices (the “Other Regulatory Approvals listed in Section 6.4 of the Parent Disclosure ScheduleApprovals”), (iii) the filing by FNB with the SEC Securities and Exchange Commission (the “SEC”) of a proxy statement in definitive form relating to the meetings of CBI shareholders to be held in connection with this Agreement (the “ Proxy Statement”) and the transactions this Agreement contemplates and of a registration statement by FNB on Form S-4 that is declared effective (the “Registration Statement”) in which the Proxy Statement and the filing will be included as a prospectus, and declaration of effectiveness of the F-4Registration Statement, (iv) the filing by FNB of the Certificate Articles of Merger with and the acceptance for record by the Secretary of State of the Commonwealth of Pennsylvania pursuant to the PBCL and the filing of the Articles of Merger with and the acceptance for record by the Secretary of State of the State of Delaware Florida pursuant to the DGCL and the filing of articles of merger and articles of share exchange and other appropriate merger and share exchange documents required by the laws of the commonwealth of Virginia and the state of TexasFBCA, (v) any notices to or filings with by CBI and FNB required under the SBAXxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), (vi) any consents, authorizations, approvals, filings or exemptions by FNB 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 applicable industry self-regulatory organization (“SRO”), and the rules of FINRA or futures exchange or other SROthe NYSE, or that are required under consumer finance, insurance mortgage banking and other similar laws, (vii) approval of the Parent Shareholder Approvallisting of such FNB Common Stock issuable in the Merger, (viii) any notices or filings under the HSR Act or applicable foreign antitrust, competition or similar laws, adoption of this Agreement by the requisite vote of shareholders of CBI and (ix) such filings and approvals filings, if any, required by FNB as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance a result of the Parent Ordinary Shares pursuant to this Agreement and approval particular status 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 SegurosFNB, no consents or approvals of or filings or registrations by FNB 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 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 (A) the execution and delivery by Parent CBI of this Agreement and (B) the consummation by CBI of the Merger and the other transactions this Agreement contemplates. Nothing in this Section 3.4 is intended or shall be construed as requiring CBI to take any of the actions described in this Agreement, or relieving FNB of its obligations to make such filings or obtain approvals or consents necessary to the consummation of this Agreement and the transactions contemplated in this Agreement.

Consents and Approvals. Except for (ia) the filing of applications and notices, as applicable, with the Board of Governors of the Federal Reserve Board under the BHC Act System (“FRB”) and approval of such applications and notices, (iib) the filing of any required applicationsapplications and notices, filings or notices as applicable, with any Governmental Entity the FDIC and the Other Regulatory Approvals listed in Section 6.4 approval of the Parent Disclosure Schedulesuch applications and notices, (iiic) 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 Proxy Statement and the filing and declaration of effectiveness by the Securities and Exchange Commission (the “SEC”) of the F-4registration statement on Form S-4 (the “S-4”) in which the proxy statement in definitive form relating to the meeting of the holders of the Company Common Stock to be held in connection with this Agreement and the transactions contemplated hereby (the “Proxy Statement”) will be included as a proxy statement and prospectus, (ive) the approval of this Agreement and the Merger by the requisite vote of the holders of the Company Common Stock, (f) the filing of the Certificate of Merger with the Secretary Department of State the Treasury of the State of Delaware New Jersey pursuant to the DGCL and the filing of articles of merger and articles of share exchange and other appropriate merger and share exchange documents required by the laws BCA, (g) approval of the commonwealth listing of Virginia and the state of TexasParent Common Stock to be issued in the Merger on the NASDAQ Global Select Market, (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 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 SRO, or that are required under consumer finance, mortgage banking and other similar laws, (vii) the Parent Shareholder Approval, (viii) any notices or filings under the HSR Act or applicable foreign antitrust, competition or similar laws, (ixh) such filings and approvals as are shall be required to be made with any applicable state securities bureaus or obtained commissions, (i) such consents, authorizations or approvals as shall be required under the securities Environmental Laws and (j) such other filings, authorizations or “Blue Sky” laws of various states approvals as may be set forth in connection with the issuance Section 3.4 of the Parent Ordinary 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 SegurosCompany 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 the Company of this Agreement, (2) the consummation by Parent the Company of the Transaction Merger 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 hereby, (3) the execution and delivery by Parent the Company’s Bank of this Agreementthe Bank Merger Agreement and (4) the consummation by the Company’s Bank of the Bank Merger and the other transactions contemplated thereby.

Consents and Approvals. Except for (ia) the filing of applications applications, filings and notices, as applicable, with Nasdaq and the New York Stock Exchange, (b) the filing of applications, filings and notices, as applicable, with the Federal Reserve Board under in connection with the BHC Act Merger and approval or waiver of such applications, filings and notices, (c) the filing of applications, filings and notices, as applicable, with the Office of the Comptroller of the Currency (the “OCC”) in connection with the Bank Merger and approval of such applications applications, filings and notices, (iid) the filing of any required applications, filings or notices with any Governmental Entity and the Other Regulatory Approvals state banking authorities listed in on Section 6.4 3.4 of the Parent TCF Disclosure ScheduleSchedule or Section 4.4 of the Chemical Disclosure Schedule and approval of such applications, filings and notices, (iiie) the filing with the Securities and Exchange Commission (the “SEC”) of a joint proxy statement in definitive form relating to the meetings of TCF’s stockholders and Chemical’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 by Chemical in connection with the transactions contemplated by this Agreement (the “S-4”) and declaration by the SEC of the Proxy Statement and the filing and declaration of effectiveness of the F-4S-4, (ivf) the filing of the Certificate of Merger with the Delaware Secretary of State of the State of Delaware pursuant to the DGCL and the Michigan DLRA pursuant to the MBCA, and the filing of articles of merger and articles of share exchange and other appropriate merger and share exchange documents required by the laws of the commonwealth of Virginia and the state of TexasBank Merger Certificates, (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 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 SRO, or that are required under consumer finance, mortgage banking and other similar laws, (vii) the Parent Shareholder Approval, (viii) any notices or filings under the HSR Act or applicable foreign antitrust, competition or similar laws, (ixg) 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 Ordinary Shares shares of Chemical Common Stock and New Chemical Preferred Stock (or depositary shares in respect thereof) pursuant to this Agreement and (h) the approval of the listing of such Parent Ordinary Shares Chemical Common Stock and Parent ADSs New Chemical Preferred Stock (or depositary shares in respect thereof) 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 SegurosNasdaq, 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 (i) the execution and delivery by TCF of this Agreement or (ii) the consummation by Parent TCF of the Transaction Merger and the other transactions contemplated by this Agreementhereby (including the Bank Merger). No As of the date hereof, TCF has no knowledge of any reason why the necessary regulatory approvals and consents or approvals will not be received in order to permit consummation of or filings or registrations with any Governmental Entity are necessary in connection with the execution Merger and delivery by Parent of this Agreementthe Bank Merger on a timely basis.

Consents and Approvals. Except for (i) the filing filings of applications and noticesnotices with, as applicableand receipt of consents, with authorizations, approvals, exemptions or nonobjections from, the Federal Reserve Board under Securities and Exchange Commission (the BHC Act “SEC”), the NYSE, state securities authorities, the Financial Industry Regulatory Authority, the Securities Investor Protection Corporation, applicable securities, commodities and approval of such applications futures exchanges, and noticesother industry self-regulatory organizations (each, an “SRO”), (ii) the filing of any other required applications, filings or notices with the Board of Governors of the Federal Reserve System (the “Federal Reserve”), the OTS, the FDIC, the Office of the State Bank Commissioner of the State of Delaware, 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 Entity”) and approval of or non-objection to such applications, filings and notices (taken together with the Other Regulatory Approvals items listed in Section 6.4 of clause (i), the Parent Disclosure Schedule“Regulatory Approvals”), (iii) the filing with the SEC of a Proxy Statement in definitive form relating to the meeting of the Company’s stockholders to be held in connection with this Agreement and the transactions contemplated hereby (together with any supplements or amendments thereto, the “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 and the filing will be included as a prospectus, and declaration of effectiveness of the F-4Form S-4, (iv) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL and the filing of articles of merger and articles of share exchange and other appropriate merger and share exchange documents required by the laws of the commonwealth of Virginia and the state of TexasDGCL, (v) any notices to or filings with the SBASmall Business Administration, (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 SRO, or that are required under consumer finance, mortgage banking and other similar laws, (vii) the Parent Shareholder Approval, (viii) any notices or filings under the HSR Act or applicable foreign antitrust, competition or similar laws, (ix) 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 Ordinary Shares Common Stock pursuant to this Agreement and approval of listing of such Parent Ordinary Shares and Parent ADSs Common Stock on the NYSE, and (xviii) the registration with consents 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 third parties that are not Governmental Entities required to consummate the Bank of Spain and the Spanish Direccion General de SegurosMerger, 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 (A) execution and delivery of this Agreement and (B) consummation by Parent the Company of the Transaction Merger and the other transactions contemplated by this Agreement. No consents or approvals As of or filings or registrations with the date hereof, the Company is not aware of any Governmental Entity are necessary in connection with reason why the execution and delivery by Parent of this AgreementRequisite Regulatory Approvals will not be received on a timely basis.

Consents and Approvals. (a) Except for (i) the filing of applications and notices, as applicable, with the Federal Reserve Board under the BHC Act and approval of such applications and notices, (ii) the filing of any required applications, filings or notices with any Governmental Entity and the Other Regulatory Approvals listed in Section 6.4 of the Parent Disclosure Schedule, (iii) the filing with the SEC of a joint proxy statement in definitive form (the “Joint Proxy Statement 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 filing 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, and declaration of effectiveness of the F-4Form N-14 Registration Statement by the SEC, (ivii) the filing of the Certificate of Merger with the Delaware Secretary of State of the State of Delaware pursuant to the DGCL and the filing of articles the Articles of merger and articles of share exchange and other appropriate merger and share exchange documents required by the laws of the commonwealth of Virginia and the state of TexasMerger with SDAT, (viii) any notices to or filings with the SBAnotices, (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 SROthe NYSE, or that are required under consumer finance, mortgage banking and any other similar lawsapplicable self-regulatory organization (“SRO”), (viiiv) any notices, filings or consents of the Parent Shareholder ApprovalSBA required to keep the SBA Debentures outstanding following the Effective Time, (viiiv) any notices or filings under the HSR Act or and the expiration of applicable foreign antitrust, competition or similar lawswaiting periods, (ixvi) 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 Ordinary Shares shares of SIC Common Stock pursuant to this Agreement and approval of listing of such Parent Ordinary Shares and Parent ADSs on the NYSEAgreement, (xvii) receipt of the registration with and verification by the National Securities Exchange Commission SEC Exemptive Relief, or (viii) as set forth on Section 4.4(a) of Spain MCC Disclosure Schedule (the “NSEC”foregoing (i) of a prospectus through (folletoviii) relating referred to the Share Exchange (collectively as the “ProspectusMCC Required Approvals”), (xi) the filing of the Deed of execution of the Capital Increase against contribution in kindno other consents, 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 Segurosauthorizations, no consents approvals, or approvals of exemptions from, or notices to, or filings or registrations with any Governmental Entity are necessary in connection with 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 with, any Governmental Entity are necessary in connection with the execution and delivery by Parent MCC of this Agreement or the consummation by MCC of the Merger and the other transactions contemplated by this Agreement.

Consents and Approvals. Except for (i) the filing of applications and notices, as applicable, with the Board of Governors of the Federal Reserve Board 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 the national and/or state Bank Subsidiaries of Sky and Huntington, the filing of applications and notices, as applicable, with the Office of the Comptroller of the Currency (the “OCC”) or the Division of Financial Institutions of the Ohio Department of Commerce (the “Ohio DFI”) and the Federal Reserve Board, and approval of such applications and notice, (ii) the filing of any required applications, filings applications or notices with any Governmental Entity foreign or state banking, insurance or other regulatory authorities and approval of such applications and notices (the “Other Regulatory Approvals listed in Section 6.4 of the Parent Disclosure ScheduleApprovals”), (iii) the filing with the SEC Securities and Exchange Commission (the “SEC”) of the a Proxy Statement in definitive form relating to the meetings of Sky’s shareholders and Huntington’s stockholders to be held in connection with this Agreement and the filing transactions contemplated by this Agreement (the “Joint Proxy Statement”) and of a registration statement on Form S-4 (the “Form S-4”) in which the Joint Proxy Statement will be included as a prospectus, and declaration of effectiveness of the F-4Form S-4, (iv) the filing of the Articles of Merger with and the acceptance for record by the SDAT pursuant to the MLLCA and the filing of the Certificate of Merger with the Secretary of State of the State of Delaware Ohio pursuant to the DGCL and the filing of articles of merger and articles of share exchange and other appropriate merger and share exchange documents required by the laws of the commonwealth of Virginia and the state of TexasOGCL, (v) any notices to or filings with the Small Business Administration (the “SBA”), (vi) any notices or filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), (vii) 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”), and the rules of the Nasdaq, or that are required under consumer finance, mortgage banking and other similar laws, (vii) the Parent Shareholder Approval, (viii) any notices or filings under the HSR Act or applicable foreign antitrust, competition or similar laws, (ix) 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 Ordinary Shares shares of Huntington Common Stock pursuant to this Agreement, (ix) the adoption of this Agreement by the requisite vote of shareholders of Sky 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 filings, if any, required as a prospectus (folleto) relating to the Share Exchange (the “Prospectus”), (xi) the filing result of the Deed particular status 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 SegurosHuntington or Merger Sub, 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 (A) the execution and delivery by Sky of this Agreement and (B) the consummation by Parent Sky of the Transaction Merger 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.

Consents and Approvals. Except for (ia) the filing of applications applications, filings and notices, as applicable, with the Board of Governors of the Federal Reserve Board System (the “Federal Reserve Board”) under the BHC Act and approval of such applications applications, filings and notices, (iib) the filing of applications, filings and notices, as applicable, with the OCC in connection with the Bank Merger, under the Bank Merger Act, and approval of such applications, filings and notices, (c) the filing of any required applications, filings or notices notices, as applicable, with any Governmental Entity the Financial Industry Regulatory Authority and the Other Regulatory Approvals listed in Section 6.4 approval of the Parent Disclosure Schedulesuch applications, filings and notices, (iiid) the filing with the SEC of (i) a joint proxy statement in definitive form relating to the 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 “Proxy Statement-Prospectus”), (ii) the Registration Statement in which the Proxy Statement and Statement-Prospectus will be included as a prospectus, to be filed with the filing SEC by CenterState in connection with the transactions contemplated by this Agreement and declaration of effectiveness of the F-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, (ive) the filing of the Articles of Merger with the Florida Secretary of State pursuant to the FBCA and the Certificate of Merger with the Secretary Division of Corporations in the Department of State of the State of Delaware pursuant to the DGCL and the filing of articles of merger and articles of share exchange and other appropriate merger and share exchange documents required by the laws of the commonwealth of Virginia and the state of 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 regulation of broker-dealersextent required, 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, (vii) the Parent Shareholder Approval, (viii) any notices or filings under the HSR Act or applicable foreign antitrust, competition or similar laws, (ixf) 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 Ordinary Shares shares of CenterState Common Stock pursuant to this Agreement (the consents and approval of listing of such Parent Ordinary Shares listed in clauses (a) and Parent ADSs on the NYSE(b), (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 “ProspectusRegulatory Approvals”), (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 Authority are necessary in connection with (i) the execution and delivery by NCC of this Agreement or (ii) the consummation by Parent NCC or any of its Subsidiaries of the Transaction Merger and the other transactions contemplated hereby (including the consummation by this AgreementNBC of the Bank Merger). No consents or approvals As of or filings or registrations with any Governmental Entity are necessary in connection with the execution and delivery by Parent 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 on 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 (i) filings with the filing SEC reporting the signing of applications and notices, as applicable, with Investor Agreements or the consummation of the transactions contemplated thereby; (ii) non-objection of the Board of Governors of the Federal Reserve Board under System (the BHC “Federal Reserve Board”) to any notice filed by an Investor pursuant to the Change in Bank Control Act and approval of such applications and notices1978, (ii) the filing of any required applications, filings or notices with any Governmental Entity and the Other Regulatory Approvals listed in Section 6.4 of the Parent Disclosure Schedule, as amended; (iii) consent to service of Board representatives that Other Investors have the filing with the SEC right to designate under other Investor Agreements, including non-objection under section 32 of the Proxy Statement Federal Deposit Insurance Act and the filing and declaration of effectiveness waiver of the F-4Depository Institution Management Interlocks Act, as may be applicable; (iv) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL and the filing of articles of merger and articles of share exchange and other appropriate merger and share exchange documents required by the laws of the commonwealth of Virginia and the state of 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 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 SRO, or notifications that are required under consumer finance, mortgage banking and other similar laws, (vii) the Parent Shareholder Approval, (viii) any notices or filings under the HSR Act or applicable foreign antitrust, competition or similar laws, (ix) such filings and approvals as are may be required to be made with or obtained under given to the securities or “Blue Sky” laws of various states in connection with the issuance of the Parent Ordinary 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 Federal Deposit Insurance Company (the “NSECFDIC”) ), the Office of a prospectus (folleto) relating to the Share Exchange Commissioner of Financial Institutions of the Commonwealth of Puerto Rico (the “ProspectusOCFI”) 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 (xivi) the filing securities or blue sky laws of the Deed of execution of various states. Assuming the Capital Increase against contribution Investors’ representations and warranties in kindSection 3.2(h) are correct, 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 transactions that are necessary in connection with the consummation by Parent of the Transaction and the other transactions contemplated by this Agreement. No consents Agreement qualify for an exemption from the reporting or approvals waiting period requirements of or filings or registrations with any Governmental Entity are necessary in connection with the execution and delivery by Parent Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of this Agreement1976 (the “HSR Act”) under Section 7A(c) of the HSR Act.

Consents and Approvals. Except for (ia) the filing by FNB of applications and notices, as applicable, with the Federal Reserve Board under the BHC Act 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, and, in connection with the Bank Merger, the filing of applications and notices, as applicable, with the FDIC and the Office of the Comptroller of the Currency (“OCC”), and approval of such applications and notices, (ii) the filing of any required applications, filings or notices with any Governmental Entity and the Other Regulatory Approvals listed in Section 6.4 of the Parent Disclosure Schedule, (iiib) 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 (the “Registration Statement”) in which the Joint Proxy Statement will be included as a prospectus, and the filing and declaration of effectiveness of the F-4Registration Statement, (ivc) the filing of the Certificate 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 Delaware Florida pursuant to the DGCL FBCA, and the filing of articles of merger and articles of share exchange and other appropriate merger and share exchange documents required by the laws of the commonwealth of Virginia and the state of TexasBank Merger Certificates, (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 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 SRO, or that are required under consumer finance, mortgage banking and other similar laws, (vii) the Parent Shareholder Approval, (viii) any notices or filings under the HSR Act or applicable foreign antitrust, competition or similar laws, (ixd) 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 Ordinary Shares shares of FNB Common Stock pursuant to this Agreement Agreement, and approval of the listing on the NYSE of such Parent Ordinary Shares shares of FNB Common Stock issuable in the Merger and Parent ADSs on the NYSE, (xe) 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 receipt 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 SegurosRequisite 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 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 (i) the execution and delivery by Parent MBI of this AgreementAgreement and (ii) the consummation by MBI of the Merger and the other transactions this Agreement contemplates. No event has occurred, nor has any circumstance arisen, that, to the 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 Requisite Regulatory Approvals on a timely basis or result in the imposition of a Materially Burdensome Regulatory Condition.

Consents and Approvals. Except for (ia) any applicable filing with, the filing of applications and notices, as applicable, with Nasdaq Stock Market (the Federal Reserve Board under the BHC Act and approval of such applications and notices“Nasdaq”), (ii) the filing of any required applications, filings or notices with any Governmental Entity and the Other Regulatory Approvals listed in Section 6.4 of the Parent Disclosure Schedule, (iiib) the filing with the SEC Securities and 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 other applicable form) (the “Form S-4”) in which the Proxy Statement and the filing will be included, and declaration of effectiveness of the F-4Form S-4, (ivc) 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 notices 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, 30.49.125 and 30.04.405 of the Revised Code of Washington and approval of or non-objection to such applications, filings and notices, (e) the filing of a bank merger application with the FDIC pursuant to the Bank Merger Act of 1960, as amended, (f) the filing of the Certificate 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 Delaware pursuant to the DGCL Bank Merger Certificates and the filing of articles of merger and articles of share exchange and other appropriate merger and share exchange documents required by the laws of the commonwealth of Virginia and the state of 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 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 SRO, or that are required under consumer finance, mortgage banking and other similar laws, (vii) the Parent Shareholder Approval, (viii) any notices or filings under the HSR Act or applicable foreign antitrust, competition or similar laws, (ixg) such filings and approvals as are required to be made or obtained under the securities or “Blue Skyblue sky” laws Laws of various states in connection with the issuance of the shares of Parent Ordinary Shares Common Stock 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 SegurosAgreement, 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 the consummation by Parent the Company of the Transaction Merger, the Bank Merger 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.

Consents and Approvals. Except for (ia) the filing of applications and notices, as applicable, with the Board of Governors of the Federal Reserve Board System (the “Federal Reserve Board”) under the BHC Act 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, (iib) the filing of any required applications, 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 Entity”) and approval of such applications, filings and notices (the “Other Regulatory Approvals listed in Section 6.4 of the Parent Disclosure ScheduleApprovals”), (iiic) the filing with the SEC Securities and Exchange Commission (the “SEC”) of a proxy statement in definitive form relating to the Target Shareholder Meeting 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 (the “Form S-4”) in which the Proxy Statement and the filing will be included as a proxy statement/prospectus, and declaration of effectiveness of the F-4Form S-4, (ivd) the filing of the Certificate South Carolina Articles of Merger with the South Carolina Secretary of State of the State of Delaware pursuant to the DGCL SCBCA and the filing North Carolina Articles of articles Merger with the North Carolina Secretary of merger and articles of share exchange and other appropriate merger and share exchange documents required by State pursuant to the laws of the commonwealth of Virginia and the state of TexasNCBCA, (v) any notices to or filings with the SBA, (vie) 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 agents, and federal commodities laws relating to the regulation of futures commission merchants, commodity trading advisers, commodity pool operators or introducing brokers merchants and the rules and regulations thereunder and of any securities or futures exchange or other applicable industry self-regulatory organization (“SRO”), and the rules and regulations of The Nasdaq Stock Market, or that are required under consumer finance, mortgage banking and other similar laws, and (viif) the Parent Shareholder Approval, (viii) any notices or filings under the HSR Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act or applicable foreign antitrustof 1976, competition or similar laws, (ix) 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 Ordinary 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 amended (the “NSEC”) of a prospectus (folleto) relating to the Share Exchange (the “ProspectusHSR Act”), (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 Segurosif any, no consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with the consummation by Parent Target of the Transaction Merger 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 Target of this Agreement.

Consents and Approvals. Except for (i) the filing of applications and notices, as applicable, with the Board of Governors of the Federal Reserve Board under System (the BHC Act “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, (ii) the filing of any required applications, filings or notices with any Governmental Entity other federal, state or foreign agencies or regulatory authorities and approval or grant of such applications, filings and notices (the “Other Regulatory Approvals listed in Section 6.4 of the Parent Disclosure ScheduleApprovals”), (iii) 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 (the “Form S-4”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”) in which the Joint Proxy Statement and the filing Statement/Prospectus will be included as a prospectus, and declaration of effectiveness of the F-4Form S-4 by the SEC, (iv) the filing of the Certificate Articles of Merger and the North Carolina Articles of Merger with the North Carolina Secretary of State of the State of Delaware pursuant to the DGCL NCBCA, the filing of the Tennessee Articles of Merger with the Tennessee Secretary pursuant to the TBCA and the filing of articles of merger and articles of share exchange and other appropriate merger and share exchange documents required by the laws of the commonwealth of Virginia and the state of TexasBank Merger Certificates, (v) any notices to notice or filings with under the SBAXxxx-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 companies, investment advisers or transfer agents and federal commodities laws relating to the regulation of futures commission merchantsagents, commodity trading advisers, commodity pool operators or introducing brokers and the rules and regulations thereunder and of any securities or futures exchange or other SRONasdaq, or that which are required under consumer finance, insurance, mortgage banking and other similar laws, (vii) compliance with the Parent Shareholder Approval, (viii) any notices or filings under applicable requirements of the HSR Exchange Act or applicable foreign antitrust, competition or similar laws, (ix) 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 Ordinary Shares Common Stock constituting the Merger Consideration pursuant to this Agreement Agreement, and (viii) the approval of the 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 Nasdaq of the Deed shares of execution of Parent Common Stock to be issued as 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 SegurosMerger Consideration, 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 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 (A) the execution and delivery by Parent and Merger Sub of this AgreementAgreement or (B) the consummation by Parent or any of its Subsidiaries, as applicable, of the Mergers and the other transactions contemplated hereby (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 (x) the execution and delivery by Parent or Merger Sub of this Agreement or (y) the consummation by Parent or any of its Subsidiaries, as applicable, of the Mergers and the other transactions contemplated hereby (including the Bank Merger).

Consents and Approvals. Except for (ia) 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 BCSB Bank with and into FNB Bank, the filing of applications and notices, as applicable, with the Federal Reserve Board under FDIC, the BHC Act Office of the Comptroller of the Currency (the “OCC”), and any state regulatory authority, including but not limited to the Department of Labor, Licensing and Regulation of the State of Maryland (the “MD DLLR”), and approval of such applications and notices, (ii) the filing of any required applications, filings or notices with any Governmental Entity and the Other Regulatory Approvals listed in Section 6.4 of the Parent Disclosure Schedule, (iiib) the filing with the SEC Securities and Exchange Commission (the “SEC”) of a proxy statement in definitive form relating to the meeting of BCSB shareholders to be held in connection with this Agreement (the “Proxy Statement”) and of a registration statement on Form S-4 (the “Registration Statement”) in which the Proxy Statement and the filing will be included as a prospectus, and declaration of effectiveness of the F-4Registration Statement, (ivc) the filing of Articles of Merger, including a certificate of conveyance, with and the Certificate 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 acceptance for record by the Secretary of State of the State of Delaware Florida pursuant to the DGCL and the filing of articles of merger and articles of share exchange and other appropriate merger and share exchange documents required by the laws of the commonwealth of Virginia and the state of TexasFBCA, (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 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 SRO, or that are required under consumer finance, mortgage banking and other similar laws, (vii) the Parent Shareholder Approval, (viii) any notices or filings under the HSR Act or applicable foreign antitrust, competition or similar laws, (ixd) 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 Ordinary Shares shares of FNB Common Stock pursuant to this Agreement Agreement, and approval of the listing on the NYSE of such Parent Ordinary Shares and Parent ADSs on FNB Common Stock issuable in the NYSEMerger, (xe) the registration with and verification adoption of this Agreement by the National Securities Exchange Commission affirmative vote of Spain at least a majority of the issued and outstanding shares of BCSB Common Stock, and (the “NSEC”) of a prospectus (folleto) relating to the Share Exchange (the “Prospectus”), (xif) the filing execution and delivery by the Surviving Company and the relevant trustees or agents of supplemental indentures and relevant documents under the provisions of BCSB’s trust preferred securities instruments and the related debt indentures set forth on Section 3.4 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 SegurosBCSB Disclosure Schedule, no consents or approvals of or filings or registrations by BCSB 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”), any industry self-regulatory organization (“SRO”) or other Person are necessary in connection with 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 (A) the execution and delivery by Parent BCSB of this Agreement and (B) the consummation by BCSB of the Merger and the other transactions this Agreement contemplates. As of the date of this Agreement, BCSB is not aware of any reason why the Requisite Regulatory Approvals will not be received on a timely basis.

Consents and Approvals. (a) Except for (i) the filing of applications and notices, as applicable, as to the Merger with the Federal Reserve Board FRB under the BHC 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, (ii) the filing of any required applications, filings or notices with any Governmental Entity and the Other Regulatory Approvals listed in Section 6.4 of the Parent Disclosure Schedule, (iiiv) the filing with the SEC of a registration statement on Form S-4 to register the Proxy Statement shares of Xxxxxxx Common Stock to be issued in connection with the Merger (including the 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 filing and declaration of effectiveness of transactions contemplated hereby (the F-4"Proxy Statement/Prospectus"), (ivvi) the filing of the Certificate of Merger with the Secretary of State of Connecticut pursuant to the Connecticut Corporation Law; (vii) the filing of the Certificate of Merger with the Secretary of State of Delaware pursuant to the DGCL and the filing of articles of merger and articles of share exchange and other appropriate merger and share exchange documents required by the laws of the commonwealth of Virginia and the state of 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 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 SRO, or that are required under consumer finance, mortgage banking and other similar laws, (vii) the Parent Shareholder ApprovalDGCL, (viii) any notices or filings under the HSR Act or applicable foreign antitrust, competition or similar lawsfiling of the Bank Merger Agreement with the OTS and the Secretary of State of Connecticut, (ix) such filings and approvals approval as are may be required to be made or obtained under the securities or “"Blue Sky” " laws of various states in connection or with the issuance of the Parent Ordinary Shares pursuant to this Agreement and approval of listing of Nasdaq (or such Parent Ordinary Shares and Parent ADSs on the NYSEother exchange as may be applicable), (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 required application and notices to National Association of execution Securities Dealers, Inc. ("NASD") regarding the change of control of MIS and (x) such filings, authorizations or approvals as may be set forth in Section 3.4(a) 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 SegurosMECH 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 MECH of this Agreement and the Option Agreement, (2) the consummation by Parent MECH of the Transaction Merger 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 hereby, (3) the execution and delivery by Parent MS Bank of this the Bank Merger Agreement, (4) the consummation by MECH of the Option Agreement; and (5) the consummation by MS Bank of the Bank Merger and the transactions contemplated thereby, except, in each case, for such consents, approvals or filings, the failure of which to obtain will not have a material adverse effect on the ability of Xxxxxxx to consummate the transactions contemplated hereby.

Consents and Approvals. Except for (i) 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 Federal Reserve Board under FRB, the BHC Act FDIC, the Massachusetts Department, the Connecticut Banking Department, and approval of such applications and noticesthe Rhode Island Division, (ii) the filing of any required applications, filings or notices with any Governmental Entity and the Other Regulatory Approvals listed in Section 6.4 of the Parent Disclosure Schedule, (iii) the filing with the SEC of a Proxy Statement-Prospectus in definitive form relating to the Proxy Statement meeting of the Company’s stockholders to be held in connection with this Agreement and the filing transactions contemplated hereby and of the Registration Statement in which such Proxy Statement-Prospectus will be included as a prospectus, and declaration of effectiveness of the F-4Registration Statement, (iviii) the filing of the Delaware Certificate of Merger with the Delaware Secretary of State of the State of Delaware pursuant to the DGCL DGCL, the filing of the Maryland Articles of Merger with the Maryland State Department pursuant to the MGCL, the filing of a certificate for the Bank Merger with the Massachusetts Department and the filing of articles a notice for the Bank Merger with the Connecticut Banking Department, (iv) filing with the New York Stock Exchange of merger and articles of share exchange and other appropriate merger and share exchange documents required by the laws a notification of the commonwealth listing of Virginia the shares of Purchaser Common Stock to be issued in the Merger, and the state of 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 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 SRO, or that are required under consumer finance, mortgage banking and other similar laws, (vii) the Parent Shareholder Approval, (viii) any notices or filings under the HSR Act or applicable foreign antitrust, competition or similar laws, (ix) 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 Ordinary Shares shares of Purchaser Common Stock 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 SegurosAgreement, no consents or approvals of of, or filings or registrations with with, any Governmental Entity or any third party are necessary required to be made or obtained in connection with the execution and delivery by Purchaser of this Agreement or the consummation by Parent Purchaser of the Transaction Merger and the other transactions contemplated by this Agreement, including the Bank Merger. No consents As of the date hereof, Purchaser has no Knowledge of any reason pertaining to Purchaser why any of the approvals referred to in this Section 3.3(f) should not be obtained without the imposition of any material condition or approvals of or filings or registrations with any Governmental Entity are necessary restriction described in connection with the execution and delivery by Parent of this AgreementSection 6.2(e).

Consents and Approvals. Except for (ia) the filing requisite filings with, notices to and approval of applications and notices, as applicable, with the Federal Reserve Board under the BHC Act BHCA and approval of such applications the Bank Merger Act, the FSA, the HKMA, and noticesthe FBC, (iib) the filing of any required applications, filings applications or notices with any Governmental Entity and the Other Regulatory Approvals listed in Section 6.4 of the Parent Disclosure ScheduleNew York State Banking Department, (iiic) the filing with the SEC of the Proxy Statement and the filing and declaration of effectiveness in definitive form, (d) approval of the F-4, (iv) Merger by the board of directors of Merger Sub and by the stockholders of Merger Sub in accordance with the MGCL and the filing of the Certificate Articles of Merger with the Secretary of State of the State of Delaware Maryland Department pursuant to the DGCL and the filing of articles of merger and articles of share exchange and other appropriate merger and share exchange documents required by the laws of the commonwealth of Virginia and the state of TexasMGCL, (v) any notices to or filings with the SBA, (vie) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal supranational, federal, state, local and state foreign laws (including, without limitation, securities laws and insurance laws) relating to the regulation of broker-dealers, investment companiesadvisers and insurance agencies and any applicable SRO, 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 the NYSE, the Philadelphia Stock Exchange, the International Stock Exchange, the Swiss Electronic Exchange or the Luxembourg Stock Exchange, (f) the approval of the Merger by the requisite vote of the stockholders of the Company, (g) the expiration of any securities or futures exchange or other SRO, or that are required under consumer finance, mortgage banking and other similar laws, (vii) the Parent Shareholder Approval, (viii) any notices or filings applicable waiting period under the HSR Act or any consents, authorizations, approvals, filings or exemptions required by any other applicable foreign antitrustantitrust law or merger regulation, competition or similar lawsincluding the EC Merger Regulation, (ixh) such filings additional consents and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states set forth in connection with the issuance Section 5.3 of the Parent Ordinary Shares pursuant to this Agreement and approval of listing of such Parent Ordinary Shares and Parent ADSs on the NYSEDisclosure Schedule, (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”), (xii) the filing of the Deed Offer Circular with, and the approval of execution 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 Capital Increase against contribution in kindMerger, 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 Offer or the Bank of Spain and the Spanish Direccion General de SegurosMerger, 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 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 (x) the execution and delivery by Parent and Merger Sub of this Agreement, (y) 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 Offer. As of the 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 case may be.

Consents and Approvals. Except for (ia) the filing of applications and notices, as applicable, a merger application with the Federal Reserve Board under the BHC Act FDIC and approval or non-objection of such applications by the FDIC and notices, any other Governmental Entity; (ii) the filing of any required applications, filings or notices with any Governmental Entity and the Other Regulatory Approvals listed in Section 6.4 of the Parent Disclosure Schedule, (iiib) the filing with the SEC Securities and Exchange Commission (“SEC”) of (i) a joint proxy statement/prospectus in definitive form relating to the stockholder meetings of Pamrapo and 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 adoption of this Agreement by the requisite vote of the Proxy Statement stockholders of Pamrapo and the filing and declaration of effectiveness adoption of the F-4, Bank Merger Agreement by the requisite vote of stockholders of Pamrapo Bank; (ivd) the filing of the Certificate of Merger with the New Jersey Secretary of State State; (e) the approval by the NASDAQ Stock Market of the State listing of Delaware the additional shares of BCB Common Stock on the NASDAQ Global Market to be issued pursuant to Article II hereof; (f) the DGCL adoption of this Agreement by the requisite vote of the stockholders of BCB; and (i) such filings, authorizations or approvals as may be set forth in Schedule 3.4 of the filing Pamrapo Disclosure Schedules; with a Governmental Entity to satisfy the applicable requirements of articles of merger and articles of share exchange and other appropriate merger and share exchange documents required by the laws of the commonwealth of Virginia states in which Pamrapo and the its Subsidiaries are qualified or licensed to do business or state of 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 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 SRO, or that are required under consumer finance, mortgage banking and other similar laws, (vii) the Parent Shareholder Approval, (viii) any notices or filings under the HSR Act or applicable foreign antitrust, competition or similar laws, (ix) such filings and approvals as are required to be made or obtained under the securities or “Blue Skyblue sky” laws of various states in connection with the issuance of the Parent Ordinary 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 Seguroslaws, 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 Pamrapo of this Agreement and (2) the consummation by Parent Pamrapo of the Transaction Merger 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 Agreementhereby.

Consents and Approvals. Except for (ia) the filing of applications applications, filings and notices, as applicable, with the NASDAQ, (b) the filing of applications, filings and notices, as applicable, with the Board of Governors of the Federal Reserve Board System (the “Federal Reserve Board”) under the BHC Act and approval of such applications applications, filings and notices, (iic) the filing of any required applications, filings or notices and notices, as applicable, with any Governmental Entity the Idaho Department of Finance (the “Idaho Department”) and the Other Regulatory Approvals listed 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 Section 6.4 which Home Federal Bank participates in connection with the Bank Merger or the transfer of the Parent Disclosure ScheduleShared-Loss Agreements, and approval of such applications, filings and notices, (iiid) 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 (the “S-4”) in which the Proxy Statement and will be included as a prospectus, to be filed with the filing SEC by Banner in connection with the 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 F-4S-4, (ive) any filings or notices with the U.S. Department of Justice under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), (f) the filing of the Certificate Articles of Merger with the Secretary of State of the State of Delaware Maryland Department pursuant to the DGCL MGCL and the Washington Secretary pursuant to the WBCA, and the filing of articles of merger the Bank Merger Certificates, and articles of share exchange and other appropriate merger and share exchange documents required by the laws of the commonwealth of Virginia and the state of 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 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 SRO, or that are required under consumer finance, mortgage banking and other similar laws, (vii) the Parent Shareholder Approval, (viii) any notices or filings under the HSR Act or applicable foreign antitrust, competition or similar laws, (ixg) 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 the Parent Ordinary Shares any securities pursuant to this Agreement and the approval of the listing of such Parent Ordinary Shares and Parent ADSs the shares of Banner Common Stock issued in conjunction with the transactions contemplated by this Agreement 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 SegurosNASDAQ, 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 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 (A) the execution and delivery by Parent Home of this AgreementAgreement or (B) the consummation by Home of the Merger and the consummation by Home or any Home Subsidiary of the other transactions contemplated hereby (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 (i) the filing of applications and notices, as applicable, with the Board of Governors of the Federal Reserve Board System (the "Federal Reserve Board") under the BHC Act and the Federal Reserve Act, as amended, and approval of such applications and notices, (ii) the filing of any required applications, filings applications or notices with any Governmental Entity state or foreign agencies and approval of such applications and notices (the Other Regulatory Approvals listed in Section 6.4 of the Parent Disclosure Schedule"State Approvals"), (iii) 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 (the "S-4") in which the Joint Proxy Statement and the filing and declaration of effectiveness of the F-4will be included as a prospectus, (iv) the filing of the Certificate Articles of Merger with the North Carolina Secretary of State of and the State of Delaware Tennessee Secretary pursuant to the DGCL NCBCA and the filing of articles of merger and articles of share exchange and other appropriate merger and share exchange documents required by the laws of the commonwealth of Virginia and the state of TexasTBCA, respectively, (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 regulation of broker-dealers, investment companies, investment advisers or transfer agents agents, and federal commodities laws relating to the regulation of futures commission merchants, commodity trading advisers, commodity pool operators or introducing brokers merchants and the rules and regulations thereunder and of any securities or futures exchange or other applicable industry self- regulatory organization ("SRO"), and the rules of The New York Stock Exchange, Inc. ("NYSE"), or that which are required under consumer finance, mortgage banking and other similar laws, (vii) the Parent Shareholder Approval, (viii) any notices or filings under the HSR Act or applicable foreign antitrust, competition or similar laws, (ixvi) 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 Ordinary Shares shares of NCBC Capital Stock pursuant to this Agreement and (vii) the approval of listing of such Parent Ordinary Shares and Parent ADSs on the NYSE, (x) the registration with and verification this Agreement by the National Securities Exchange Commission of Spain (the “NSEC”) of a prospectus (folleto) relating to the Share Exchange (the “Prospectus”), (xi) the filing requisite vote of the Deed shareholders of execution CCB and NCBC (including the approval of the Capital Increase against contribution in kind, the filing amendment of the necessary auditors’ report and the filing of the necessary report of the expert designated NCBC Charter contemplated 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 SegurosSection 1.7), 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 (A) the execution and delivery by NCBC of this Agreement and (B) the consummation by Parent NCBC of the Transaction Merger 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 Agreementhereby.

Consents and Approvals. Except for (ia) the filing of applications and notices, as applicable, with the Board of Governors of the Federal Reserve Board System (the "Federal Reserve Board") under the BHC Act and approval of such applications and notices, (b)(i) compliance with the premerger notification filing requirements under Part IX of the Competition Act (Canada) and the expiration of the 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 any required applications, filings or notices with any Governmental Entity an application for review under the Investment Canada Act and the Other Regulatory Approvals listed in Section 6.4 responsible Minister under such Act being satisfied, or being deemed to be satisfied, that the consummation of the Parent Disclosure ScheduleArrangement and the other transactions contemplated hereby is likely to be of net benefit to Canada for purposes of that Act, (iiid) the filing of applications with, and the approval of such applications by, the appropriate financial regulatory authorities in the provinces, states and countries in which CIT or any CIT Subsidiary conducts business, (e) receipt of exemption orders from the provincial securities regulators from the registration and prospectus requirements with respect to the issuance of and first trade in CIT Common Stock, (f) the filing with the SEC Court, the SEC, the OSC and other Canadian securities regulatory authorities of the Proxy Statement and Circular and, if required, the filing and declaration of effectiveness of the F-4Registration Statement, (ivg) the filing approval of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL and the filing of articles of merger and articles of share exchange and other appropriate merger and share exchange documents required by the laws of the commonwealth of Virginia and the state of 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 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 SRO, or that are required under consumer finance, mortgage banking and other similar laws, (vii) the Parent Shareholder Approval, (viii) any notices or filings under the HSR Act or applicable foreign antitrust, competition or similar laws, (ix) 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 Ordinary Shares shares of CIT Common Stock pursuant to this Agreement and the Plan of Arrangement by the requisite vote of the shareholders of CIT, (h) approval of the listing of such Parent Ordinary the CIT Common Stock to be issued in the Arrangement, upon exchange of the Exchangeable Shares and Parent ADSs upon exercise of the Replacement Options on the NYSE, (xi) approvals or orders in respect of CIT and/or DKB under section 518 or 521 of the registration with and verification by the National Securities Exchange Commission of Spain Bank Act (the “NSEC”) of a prospectus (folleto) relating to the Share Exchange (the “Prospectus”Canada), (xij) the filing approvals, if applicable, of the Deed Ministry of execution Finance of Japan and the Office of Superintendent of Financial Institutions of Japan and (k) such filings, authorizations or approvals as may be set forth in Section 5.4 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 SegurosCIT 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 CIT of this Agreement and the Plan of Arrangement and (2) the consummation by Parent CIT of the Transaction Arrangement 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 Agreementhereby.

Consents and Approvals. (a) Except for (i) the filing of applications and notices, as applicable, as to the Merger and the Bank Merger with the Federal Reserve Board FRB under the BHC 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, (ii) the filing of any required applications, filings applications or notices with any Governmental Entity the FDIC and OTS as to the Other Regulatory Approvals listed in Section 6.4 subsidiary activities of the Parent Disclosure ScheduleDerby which become service corporation or operating subsidiaries of Xxxxxxx Bank and approval of such applications and notices, (iii) the filing of applications and notices with the Banking Commissioner of the State of Connecticut (the "Connecticut Commissioner") and approval of such applications and notices as to the Merger and the Bank Merger (the "State Banking Approvals"), (iv) 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 Proxy Statement shares of Xxxxxxx Common Stock to be issued in connection with the Merger (including the 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 filing and declaration transactions contemplated hereby (the "Proxy Statement/Prospectus"), (vi) the approval of effectiveness this Agreement by the requisite vote of the F-4shareholders of DS Bancor, (ivvii) 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 Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL and the filing of articles of merger and articles of share exchange and other appropriate merger and share exchange documents required by the laws of the commonwealth of Virginia and the state of 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 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 SRO, or that are required under consumer finance, mortgage banking and other similar laws, (vii) the Parent Shareholder Approval, (viii) any notices or filings under the HSR Act or applicable foreign antitrust, competition or similar lawsDGCL, (ix) such the filings and approvals as are required to be made or obtained under by the securities or “Blue Sky” laws of various states in connection with the issuance of the Parent Ordinary Shares pursuant to this Agreement and approval of listing of such Parent Ordinary Shares and Parent ADSs on the NYSEBank Merger Agreement, (x) the registration with filings required for the Subsidiary Merger, 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 such filings, authorizations or approvals as may be set forth in Section 3.4 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 SegurosDS 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 DS Bancor of this Agreement and the Option Agreement, (2) the consummation by Parent DS Bancor of the Transaction Merger 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 hereby, (3) the execution and delivery by Parent Derby of this the Bank Merger Agreement, (4) the consummation by DS Bancor of the Option Agreement; and (5) the consummation by Derby of the Bank Merger and the transactions contemplated thereby, except, in each case, for such consents, approvals or filings, the failure of which to obtain will not have a material adverse effect on the ability of Webster to consummate the transactions contemplated hereby.

Consents and Approvals. Except for (ia) 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 Federal Reserve Board under Deposit Insurance Corporation (the BHC Act “FDIC”), the Office of the Comptroller of the Currency (the “OCC”), and approval of such applications and notices, (ii) the filing of any required applications, filings or notices with any Governmental Entity and the Other Regulatory Approvals listed in Section 6.4 of the Parent Disclosure Schedule, (iiib) the filing with the SEC Securities and Exchange Commission (the “SEC”) of 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 the 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 and the filing will be included as a prospectus, and declaration of effectiveness of the F-4Registration Statement, (ivc) the filing of the Certificate Articles of Merger with and the acceptance for record by the Secretary of State of the State of Delaware Ohio pursuant to the DGCL OGCL and the filing of articles Articles of merger Merger with and articles of share exchange and other appropriate merger and share exchange documents required the acceptance for record by the laws Secretary of State of the commonwealth State of Virginia and Florida pursuant to the state of TexasFBCA, (v) any notices to or filings with the SBA, (vid) 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 applicable industry self-regulatory organization (“SRO”), and the rules of NASDAQ or futures exchange or other SROthe NYSE, or that are required under consumer finance, insurance mortgage banking and other similar laws, (vii) the Parent Shareholder Approval, (viii) any notices or filings under the HSR Act or applicable foreign antitrust, competition or similar laws, (ixe) 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 Ordinary Shares shares of FNB Common Stock pursuant to this Agreement Agreement, and approval of the listing on the NYSE of such Parent Ordinary Shares FNB Common Stock issuable in the Merger, and Parent ADSs on the NYSE, (xf) the registration with and verification adoption of this Agreement by the National Securities Exchange Commission requisite vote of Spain (the “NSEC”) shareholders 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 SegurosPVFC, 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 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 (A) the execution and delivery by Parent PVFC of this Agreement and (B) the consummation by PVFC of the Merger and the other transactions this Agreement contemplates. As of the date of this Agreement, PVFC is not aware of any reason why the Requisite 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 No consents or approvals of, or filings or registrations with, any Governmental Authority are necessary in connection with (i) the filing execution and delivery by the ENP Parties of applications and notices, as applicable, with the Federal Reserve Board under the BHC Act and approval of such applications and notices, this Agreement or (ii) the consummation by the ENP Parties of the transactions contemplated by this Agreement, except for (A) the filing of any required applications, filings applications or notices with any Governmental Entity state or foreign agencies of competent jurisdiction and the Other Regulatory Approvals listed in Section 6.4 approval of the Parent Disclosure Schedulesuch applications or notices, (iiiB) the filing with the SEC of a proxy statement relating to the Proxy 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 (such registration statement and any amendments or supplements thereto, the “Registration Statement,” and the joint proxy statement/prospectus included in such Registration Statement and any amendments or supplements thereto, the filing and declaration of effectiveness of the F-4“Proxy Statement/Prospectus”), (ivC) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL and the filing of articles of merger and articles of share exchange and other appropriate merger and share exchange documents required by the laws of the commonwealth of Virginia and the state of TexasDelaware, (v) any notices to or filings with the SBA, (viD) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions rules 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 SRO, or that are required under consumer finance, mortgage banking and other similar lawsNYSE, (vii) the Parent Shareholder Approval, (viii) any notices or filings under the HSR Act or applicable foreign antitrust, competition or similar laws, (ixE) such filings and approvals as are may be required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the Parent Ordinary Shares VNR Common Units pursuant to this Agreement and approval of listing of such Parent Ordinary Shares and Parent ADSs on the NYSEAgreement, (xF) such filings and approvals as may be required to be made or obtained under 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”)HSR, (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 (xiiG) required approvals of the Bank of Spain and the Spanish Direccion General de Segurossuch other consents, no consents or approvals of or authorizations, approvals, filings or registrations with any Governmental Entity are necessary the absence or unavailability of which could not, either individually or in connection with 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 Agreementaggregate, reasonably be expected to have a Material Adverse Effect on ENP.

Consents and Approvals. Except for (i) 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 Federal Reserve Board under Parent Disclosure Schedule and, where noted therein, the BHC Act and approval of such applications applications, filings and notices, (ii) the filing of any required applications, filings or notices with any Governmental Entity and the Other Regulatory Approvals listed in Section 6.4 of the Parent Disclosure Schedule, (iii) the filing with the SEC of the Joint Proxy Statement and the filing S-4 in which the Joint Proxy Statement will be included as a prospectus, and declaration of effectiveness of the F-4S-4, (iviii) the filing of the Certificate of Merger with the New Jersey Secretary of State of the State of Delaware pursuant to the DGCL and NJBCA, (iv) the filing of articles of merger and articles of share exchange and other appropriate merger and share exchange documents required by the laws of the commonwealth of Virginia and the state of 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 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 SRO, or that are required under consumer finance, mortgage banking and other similar laws, (vii) the Parent Shareholder Approval, (viii) any notices or other filings under the HSR Act or applicable foreign antitrust, competition or similar laws, and (ixv) 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 Ordinary Common Shares pursuant to this Agreement and the approval of the listing of such Parent Ordinary Common 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 (A) the execution and delivery by each of Parent and Merger Sub of this Agreement or (B) the consummation by each of Parent and Merger Sub of the Transaction Merger and the other transactions contemplated by this Agreementhereby. No As of the date hereof, neither Parent nor Merger Sub is aware of any reason why all necessary regulatory approvals and consents or approvals will not be received in order to permit consummation of or filings or registrations with any Governmental Entity are necessary in connection with the execution and delivery by Parent of this AgreementMerger on a timely basis.

Consents and Approvals. Except No consents, approvals or authorizations of, or filings or registrations with, or notifications to, any Governmental Authority are necessary in connection with (a) the execution and delivery by the Company of this Agreement or the Voting Agreements or (b) the consummation by the Company of the Merger Transactions, except for (i) the filing of applications and notices, as applicable, with the Federal Reserve Board under the BHC Act and approval of such applications and notices, (ii) the filing of any required applications, filings or notices with any Governmental Entity and the Other Regulatory Approvals listed in Section 6.4 of the Parent Disclosure Schedule, (iii) the filing with the SEC of the Joint Proxy Statement Statement/Prospectus in a definitive form relating to the matters to be submitted to the Company Stockholders at the Company Stockholders Meeting and to the Parent Stockholders at the Parent Stockholders Meeting and of a registration statement on Form S-4 in which the Joint Proxy Statement/Prospectus will be included as a prospectus, in connection with the registration under the Securities Act of the New Common Stock to be issued as Merger Consideration (such registration statement and any amendments or supplements thereto, the “Registration Statement”), and the filing and declaration of effectiveness by the SEC of the F-4Registration Statement, (ivii) the filing of the Certificate Certificates of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL and the filing of articles of merger and articles of share exchange and other appropriate merger and share exchange documents required by the laws of the commonwealth of Virginia and the state of TexasDelaware, (v) any notices to or filings with the SBA, (viiii) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions rules 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 SRO, or that are required under consumer finance, mortgage banking and other similar lawsNYSE, (vii) the Parent Shareholder Approval, (viii) any notices or filings under the HSR Act or applicable foreign antitrust, competition or similar laws, (ixiv) 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 Ordinary Shares New Common Stock pursuant to this Agreement and approval of listing of such Parent Ordinary Shares and Parent ADSs on the NYSEAgreement, (xv) any notices or filings under 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”)HSR Act, (xi) the filing of the Deed of execution of the Capital Increase against contribution in kindor any notices, 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 filings or approvals under any other applicable competition, merger control, antitrust or similar Law or regulation, and (xiivi) required approvals of the Bank of Spain and the Spanish Direccion General de Segurossuch other consents, no consents or approvals of or authorizations, approvals, filings or registrations the absence or unavailability of which would not reasonably be expected to have a Material Adverse Effect with any Governmental Entity are necessary in connection with respect to the consummation by Parent of the Transaction and the other transactions contemplated by this Agreement. No consents Company or approvals of or filings or registrations with any Governmental Entity are necessary in connection with the execution and delivery by Parent of this Agreementits Subsidiaries.

Consents and Approvals. (a) Except for (i) the filing of applications and noticesapplications, notices or waiver requests, as applicable, as to the Merger and the Bank Merger with the Federal Reserve Board FRB under the BHC 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, (ii) the filing with the Securities and Exchange Commission (“SEC”) of a Registration Statement on Form S-4 to register the shares of WAL Common Stock that may be issued in connection with the Merger (such Form S-4, and any required applicationsamendments or supplements thereto, filings 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 (such proxy statement as amended or notices with any Governmental Entity and supplemented is referred to herein as the Other Regulatory Approvals listed in Section 6.4 of the Parent Disclosure Schedule“Proxy Materials”), (iii) the filing with approval of this Agreement by the SEC requisite vote of the Proxy Statement and the filing and declaration stockholders of effectiveness of the F-4Target, (iv) the filing of the 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 Delaware pursuant to the DGCL and the filing of articles of merger and articles of share exchange and other appropriate merger and share exchange documents required by the laws of the commonwealth of Virginia and the state of Texas, (v) any notices to or filings with the SBADGCL, (vi) any consentsthe filings required by the Bank Merger Agreement, 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 SRO, or that are required under consumer finance, mortgage banking and other similar lawsif applicable, (vii) such consents, approvals, orders, authorizations, registrations, declarations and filings or waivers thereof as may be required under applicable federal, foreign and state securities (or related) laws and, if applicable, the Parent Shareholder Approvalsecurities or antitrust laws of any foreign country, and (viii) any notices such filings, authorizations or filings under the HSR Act or applicable foreign antitrust, competition or similar laws, (ix) such filings and approvals as are required to may be made or obtained under the securities or “Blue Sky” laws of various states set forth in connection with the issuance Section 3.4 of the Parent Ordinary 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 SegurosTarget 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 Target of this Agreement, (2) the consummation by Parent Target of the Transaction Merger 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 hereby, (3) the execution and delivery by Parent Target Bank of this the Bank Merger Agreement, and (4) the consummation by Target Bank of the Bank Merger and the 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 (i) the filing of applications and notices, as applicable, applicable with the Federal Reserve Board under the BHC Bank Holding Company Act of 1956, as amended and Bank Merger Act and the approval of such applications and notices, (ii) the filing of any required applications with the F.D.I.C. under the Bank Merger Act and approval of such applications, filings or notices with any Governmental Entity and the Other Regulatory Approvals listed in Section 6.4 of the Parent Disclosure Schedule, (iii) state banking approvals, (iv) the filing with the SEC of the Proxy Statement a proxy statement and the filing and declaration of effectiveness of the F-4S-4, (ivv) the approval of this agreement by Purchaser as the sole stockholder of Newco, (vi) the filing of the Certificate Articles of Merger with the Secretary of State of the State Commonwealth of Delaware pursuant to the DGCL and the filing of articles of merger and articles of share exchange and other appropriate merger and share exchange documents required by the laws of the commonwealth of Virginia and the state of 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 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 SRO, or that are required under consumer finance, mortgage banking and other similar lawsMassachusetts, (vii) the Parent Shareholder Approval, (viii) any notices or filings under the HSR Act or applicable foreign antitrust, competition or similar laws, (ix) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” blue sky laws of various states in connection with the issuance of the Parent Ordinary Shares shares of Purchaser Common Stock pursuant to this Agreement and approval of listing of Agreement; (viii) such Parent Ordinary Shares and Parent ADSs on the NYSEfilings, (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 authorizations or approvals as may be set forth in Section 3.21 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 SegurosPurchaser 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 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 (1) the execution and delivery by Parent Purchaser and Newco of this Agreement, (2) the consummation by Purchaser and Newco of the Merger and other transactions contemplated hereby, (3) the execution and delivery by Newco of the Merger Agreement and (4) consummation of transactions contemplated by the Merger Agreement. The affirmative vote of the 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 Merger Agreement may be consummated on or prior to February 28, 1996.

Consents and Approvals. (a) Except for (i) the required adoption of this Agreement by the shareholders of NPB, (ii) the required adoption of this Agreement by the shareholders of KNBT, (iii) the filing of a notice by NPB of the issuance of shares of NPB Common Stock pursuant to this Agreement with Nasdaq, (iv) the filing of applications and notices, as applicable, with the Federal Reserve Board FRB under the BHC Act and the OCC under the National Bank Act and approval of such applications and notices, ; (ii) the filing of any required applications, filings or notices with any Governmental Entity and the Other Regulatory Approvals listed in Section 6.4 of the Parent Disclosure Schedule, (iiiv) the filing with the SEC in definitive form of the Prospectus/Proxy Statement Statement, and the filing with, and declaration of effectiveness by, the SEC of the F-4Registration Statement, (ivvi) the filing of the Certificate Articles of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL and the filing of articles of merger and articles of share exchange and other appropriate merger and share exchange documents required by the laws of the commonwealth of Virginia and the state of Texas, (v) any notices to or filings PDS in accordance 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 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 SRO, or that are required under consumer finance, mortgage banking and other similar lawsBCL, (vii) the Parent Shareholder Approval, (viii) any notices or filings under the HSR Act Act, (viii) any application, notice or applicable foreign antitrust, competition or similar lawsfiling with the Pennsylvania Department of Banking, (ix) such filings and approvals as are required a post-Bank Merger notice to the FDIC to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the Parent Ordinary Shares pursuant to this Agreement and approval of listing of such Parent Ordinary Shares and Parent ADSs on the NYSEfiled by NPBank, (x) the registration with consents and verification by approvals set forth in Section 4.04 of the National Securities Exchange Commission of Spain (the “NSEC”) of a prospectus (folleto) relating to the Share Exchange (the “Prospectus”), KNBT Disclosure Schedule and (xi) the filing consents and approvals of the Deed of execution of the Capital Increase against contribution in kindthird parties which are not Regulatory Authorities, the filing failure of the necessary auditors’ report which to be obtained will not have and the filing of the necessary report of the expert designated by the Commercial Registry relating would not be reasonably expected to the fair value of the assets acquired by Parent have, individually or in the Transaction and (xii) required approvals of the Bank of Spain and the Spanish Direccion General de Segurosaggregate, a Material Adverse Effect on NPB, no consents or approvals of of, or filings or registrations with, any Regulatory Authority or with any Governmental Entity other third party are necessary in connection with (A) the execution, delivery and performance by NPB of this Agreement and (B) the consummation by Parent NPB of the Transaction Merger and NPBank of 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 AgreementBank Merger.