Common use of Consents and Approvals Clause in Contracts

Consents and Approvals. Except for (a) the filing of applications and notices, as applicable, with the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) under the BHC Act, the Federal Reserve Act, as amended, and the Office of the Commissioner of Banks of the State of North Carolina and approval of such applications and notices, (b) 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”) and approval of such applications, filings and notices (the “Other Regulatory Approvals”), (c) the filing with the Securities and Exchange Commission (the “SEC”) of a Proxy Statement in definitive form relating to the meeting of First Charter’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 (the “Form S-4”) in which the Proxy Statement will be included as a prospectus, and declaration of effectiveness of the Form S-4 and the filing and effectiveness of the registration statement contemplated by Section 1.6(d), (d) the filing of the Ohio Certificate of Merger with the Secretary of State of the State of Ohio pursuant to the OGCL and the Articles of Merger with the Secretary of State of the State of North Carolina pursuant to the NCBCA, (e) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment advisers or transfer agents, and federal commodities laws relating to the regulation of futures commission merchants and the rules and regulations thereunder and of any applicable industry self-regulatory organization (“SRO”), and the rules and regulations of the Nasdaq Global Select Market Global Select Market, or that are required under consumer finance, mortgage banking and other similar laws, (f) notices or filings under the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), if any, and (g) 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 Fifth Third Common Stock pursuant to this Agreement and approval of listing of such Fifth Third Common Stock on the Nasdaq Global Select Market, no consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with the consummation by First Charter of the 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 First Charter of this Agreement.

Consents and Approvals. Except for (a) the filing of applications and noticesany required applications, as applicable, filings or notices with the Board of Governors any federal or state regulatory or banking authorities listed on Section 4.4 of the Federal Reserve System (the “Federal Reserve Board”) under the BHC Act, the Federal Reserve Act, as amended, and the Office of the Commissioner of Banks of the State of North Carolina Parent Disclosure Schedule and approval of such applications applications, filings and notices, (b) the filing of any required applications, filings or notices and notices, as applicable, 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”) Federal Reserve Board under the BHC Act and approval of such applications, filings and notices (the “Other Regulatory Approvals”)notices, (c) the filing of any required applications, filings, certificates and notices as applicable with the Securities OCC under the Bank Merger Act, (d) the filing of any required applications, filings or notices with FINRA and Exchange Commission approval of such applications, filings and notices, (e) the “SEC”filing of any required applications, filings and notices, as applicable, with the NASDAQ, (f) the filing by Parent with the SEC of a the Proxy Statement in definitive form relating to the meeting of First Charter’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 (the “Form S-4”) in which the Proxy Statement will be included as a prospectus, and the declaration of effectiveness of the Form S-4 and the filing and effectiveness of the registration statement contemplated by Section 1.6(d)S-4, (dg) the filing of the Ohio Certificate of Merger with the Washington Secretary of State of the State of Ohio pursuant to the OGCL and WBCA, the Articles filing of Second Step Certificates of Merger with the Secretary of State applicable Governmental Entities as required by applicable law, and the filing of the State Bank Merger Certificate, and (h) if required by the HSR Act, the filing of North Carolina pursuant to the NCBCA, (e) 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 advisers or transfer agents, and federal commodities laws relating to the regulation of futures commission merchants and the rules and regulations thereunder and of any applicable industry self-regulatory organization (“SRO”), and the rules and regulations of the Nasdaq Global Select Market Global Select Market, or that are required under consumer finance, mortgage banking and other similar laws, (f) notices or filings under the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), if any, and (g) 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 Fifth Third Common Stock pursuant to this Agreement and approval of listing of such Fifth Third Common Stock on the Nasdaq Global Select Market, no consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with (i) the execution, delivery and performance by the Parent Parties of this Agreement or (ii) the consummation by First Charter the Parent Parties of the Merger Mergers and the other transactions contemplated by this Agreement. No Parent Party is aware of any reason why the necessary regulatory approvals and consents or approvals will not be received by the applicable Parent Party to permit consummation of or filings or registrations with any Governmental Entity are necessary in connection with the execution and delivery transactions contemplated by First Charter of this AgreementAgreement (including the Mergers) on a timely basis.

Consents and Approvals. Except for (a) the filing of applications and notices, as applicable, with the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) a notification under the BHC Act, the Federal Reserve Act, HSR Act (as amended, and the Office of the Commissioner of Banks of the State of North Carolina and approval of such applications and noticesdefined in Section 6.1(b)), (b) 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”) and approval of such applications, filings and notices (the “Other Regulatory Approvals”)Parent Stockholder Approval, (c) the filing of the Certificate of Merger with the Securities Delaware Secretary pursuant to the DGCL, (d) the filing with the SEC of (i) the Joint Proxy Statement/Prospectus and Exchange Commission (the “SEC”ii) such reports under Sections 13(a), 13(d), 13(g) and 16(a) of a Proxy Statement in definitive form relating to the meeting of First Charter’s shareholders to Exchange Act, as may be held required 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 will be included as a prospectus, and declaration of effectiveness of the Form S-4 hereby and the filing and effectiveness obtaining from the SEC of the registration statement contemplated by Section 1.6(d), (d) the filing of the Ohio Certificate of Merger with the Secretary of State of the State of Ohio pursuant to the OGCL and the Articles of Merger with the Secretary of State of the State of North Carolina pursuant to the NCBCAsuch orders as may be required in connection therewith, (e) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment advisers or transfer agents, and federal commodities laws relating to the regulation of futures commission merchants and the rules and regulations thereunder and of any applicable industry self-regulatory organization (“SRO”), and the rules and regulations approval of the Nasdaq Global Select Market Global Select Market, or that are required under consumer finance, mortgage banking and other similar lawslisting of the Parent Common Stock to be issued in the Merger on Nasdaq, (f) notices or filings under the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), if any, and (g) 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 Fifth Third the Company Common Stock pursuant to this Agreement Agreement, (g) any consent of Sprint PCS required pursuant to the terms of Parent Sprint Agreements, (h) such filings, authorizations or approvals as may be set forth in Section 4.5 of the Parent Disclosure Schedule, and approval (i) such consents, approvals, filings or registrations, the failure of listing of such Fifth Third Common Stock which to be made or obtained, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Nasdaq Global Select MarketParent, no consents or approvals of of, or filings or registrations with with, any Governmental Entity or with any third party are necessary required to be made or obtained by Parent or any of its Subsidiaries in connection with the execution and delivery by Parent and Merger Sub of this Agreement or the consummation by First Charter Parent and Merger Sub of the 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 First Charter of this Agreementhereby.

Consents and Approvals. Except for (ai) the filing filings of applications and noticesnotices with, as applicable, with the Board receipt of Governors of the Federal Reserve System (the “Federal Reserve Board”) under the BHC Act, the Federal Reserve Act, as amendedapprovals or no objections from, and the Office expiration of the Commissioner of Banks of the State of North Carolina related waiting periods required by, federal and approval of such applications state banking authorities, including filings and notices, (b) the filing of any required applications, filings or notices with the FDIC Federal Reserve, the FDIC, the NJ Department and any other federal or state banking, insurance or other regulatory or self-regulatory authorities or any courts, administrative agencies or commissions or other governmental authorities or instrumentalities (each a “Governmental Entity”) and approval of such applications, filings and notices (the “Other Regulatory Approvals”)OCC, (cii) the filing with the Securities and Exchange Commission (the “SEC”) SEC of a Joint Proxy Statement Statement-Prospectus in definitive form relating to the meeting meetings of First Charterthe Company’s shareholders and Purchaser’s stockholders to be held in connection with this Agreement and the transactions contemplated by this Agreement (the “Proxy Statement”) hereby and of a registration statement on Form S-4 (the “Form S-4”) Registration Statement in which the Proxy Statement such proxy statement will be included as a prospectus, and declaration of effectiveness of the Form S-4 and the filing and effectiveness of the registration statement contemplated by Section 1.6(d)Registration Statement, (diii) the filing of the Ohio Certificate of Merger with the Secretary of State of the State of Ohio pursuant to the OGCL and the Articles of Merger with the Secretary of State of the State of North Carolina Maryland Department pursuant to the NCBCAMGCL, the filing of a certificate for the Bank Merger with the NJ Department and the filing of a notice for the Bank Merger with the OCC, (eiv) any consents, authorizations, approvals, filings or exemptions in connection filing with compliance with the applicable provisions The Nasdaq Stock Market LLC of federal and state securities laws relating to the regulation of broker-dealers, investment advisers or transfer agents, and federal commodities laws relating to the regulation of futures commission merchants and the rules and regulations thereunder and of any applicable industry self-regulatory organization (“SRO”), and the rules and regulations a notification of the Nasdaq Global Select Market Global Select Market, or that are required under consumer finance, mortgage banking and other similar laws, (f) notices or filings under listing of the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act shares of 1976, as amended (Purchaser Common Stock to be issued in the “HSR Act”), if anyMerger, and (gv) 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 Fifth Third Purchaser Common Stock pursuant to this Agreement and approval of listing of such Fifth Third Common Stock on the Nasdaq Global Select MarketAgreement., 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 First Charter Purchaser of the 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 First Charter of this AgreementSection 6.2(e).

Consents and Approvals. Except for (a) the filing of applications applications, filings and notices, as applicable, with the Board NYSE, (b) the filing of Governors of applications, filings and notices, as applicable, with the Federal Reserve System (the “Federal Reserve Board”) Board under the BHC ActHOLA and approval of such applications, filings and notices, (c) the Federal Reserve Actfiling of applications, filings and notices, as amendedapplicable, and with the Office of the Commissioner of Banks Comptroller of the Currency (the “OCC”), the FDIC and the New York State Department of North Carolina Financial Services (the “DFS”), in connection with the Bank Merger, including under the Bank Merger Act, and approval of such applications applications, filings and notices, (bd) the filing of any required applications, filings or notices with any state banking authorities listed on Section 3.4 of the FDIC and any other federal Company Disclosure Schedule 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”) Section 4.4 of the Parent Disclosure Schedule and approval of such applications, filings and notices (the “Other Regulatory Approvals”)notices, (ce) the filing with the Securities and Exchange Commission (the “SEC”) of a Proxy Statement joint proxy statement in definitive form relating to the meeting meetings of First Charterthe Company’s shareholders and Parent’s stockholders to be held in connection with this Agreement and the transactions contemplated by this Agreement hereby (including any amendments or supplements thereto, the “Joint Proxy Statement”) ), and of a the registration statement on Form S-4 (the “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 of effectiveness of the Form S-4 and the filing and effectiveness of the registration statement contemplated by Section 1.6(d)S-4, (df) the filing of the Ohio Certificate of Merger with the Delaware Secretary of State of the State of Ohio pursuant to the OGCL DGCL and the Articles of Merger with the Secretary of State filing of the State of North Carolina pursuant to the NCBCA, (e) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment advisers or transfer agents, and federal commodities laws relating to the regulation of futures commission merchants and the rules and regulations thereunder and of any applicable industry self-regulatory organization (“SRO”), and the rules and regulations of the Nasdaq Global Select Market Global Select Market, or that are required under consumer finance, mortgage banking and other similar laws, (f) notices or filings under the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), if any, Bank Merger Certificates and (g) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of Fifth Third Parent Common Stock pursuant to this Agreement and the approval of the listing of such Fifth Third Parent Common Stock on the Nasdaq Global Select MarketNYSE, 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 First Charter the Company of the 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 First Charter of this AgreementBank Merger on a timely basis.

Consents and Approvals. Except for (a) the any application, filing of applications or submission required to be made and noticesany consent, as applicableapproval, with the Board of Governors authorization or authority required to be made or obtained under Title 49 of the United States Code or under any regulation, rule, order, notice or policy of the U.S. Federal Reserve System Aviation Administration (the “Federal Reserve BoardFAA”) under ), the BHC ActU.S. Department of Transportation (the “DOT”), the Federal Reserve Act, as amended, Communications Commission (the “FCC”) and the Office U.S. Department of Homeland Security (the Commissioner of Banks of “DHS”), including the State of North Carolina and approval of such applications and noticesU.S. Transportation Security Administration (the “TSA”), (b) 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”) and approval of such applications, filings and notices (the “Other Regulatory Approvals”), (c) the filing with the Securities and Exchange Commission (the “SEC”) SEC of a Joint Proxy Statement in definitive form relating to the meeting of First Charter’s shareholders to be held in connection with this Agreement United Stockholders Meeting and the transactions contemplated by this Agreement Continental Stockholders Meeting (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 prospectusprospectus (the “Form S-4”), and declaration of effectiveness of the Form S-4 S-4, and the filing with the SEC of such reports under, and effectiveness such other compliance with, the Securities Exchange Act of 1934, as amended (the registration statement contemplated by Section 1.6(d“Exchange Act”), and the Securities Act and the rules and regulations thereunder, (dc) the filing of the Ohio Merger Certificate of Merger and the Restated Charter with the Delaware Secretary of State of the State of Ohio pursuant to the OGCL Delaware Law and the Articles of Merger with the Secretary of State of the State of North Carolina pursuant relevant authorities in other jurisdictions in which United is qualified to the NCBCAdo business, (ed) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment advisers or transfer agents, and federal commodities laws relating to the regulation of futures commission merchants and the rules and regulations thereunder and of any applicable industry self-regulatory organization (“SRO”), and the rules and regulations of the Nasdaq Global Select Market Global Select Market, or that are required under consumer finance, mortgage banking and other similar laws, (f) notices or filings under the HxxxXxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), if anyor any notices, and filings or approvals under any other applicable competition, merger control, antitrust or similar Law or regulation, (ge) 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 Share Issuance, (f) any consent, approval, order, authorization, authority, transfer, waiver, disclaimer, registration, declaration or filing required to be made or obtained from any other Governmental Entity that regulates any aspect of airline operations or business, including environmental (e.g., noise, air emissions and water quality), aircraft, air traffic control and airport communications, agricultural, export/import, immigration and customs, (g) any filings required under the rules and regulations of the shares of Fifth Third Common Nasdaq Stock pursuant to this Agreement and approval of listing of such Fifth Third Common Stock on the Nasdaq Global Select Market, Inc. (the “NASDAQ”), and (h) such other consents, approvals, orders, authorizations, registrations, declarations, transfers, waivers, disclaimers, and filings the failure of which to be obtained or made would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on United, no consents or consents, approvals of or of, filings or registrations with with, or orders, authorizations or authority of any federal, state, local or foreign government, court of competent jurisdiction, administrative agency, commission or other governmental authority or instrumentality (each, a “Governmental Entity Entity”) are necessary in connection with (i) the execution and delivery by United and Merger Sub of this Agreement and (ii) the consummation by First Charter of the 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 First Charter of this Agreement.

Consents and Approvals. Except for (a) filings with Bank Regulators, the filing of applications and notices, as applicable, with the Board of Governors receipt of the Federal Reserve System (the “Federal Reserve Board”) under the BHC Act, the Federal Reserve Act, as amendedRegulatory Approvals, and the Office of the Commissioner of Banks of the State of North Carolina and approval of such applications and noticescompliance with any conditions contained therein, (b) the filing of any required applications, filings or notices with the FDIC SEC of (i) the Merger Registration Statement, including the Proxy Statement-Prospectus and any other federal or state bankingfilings that are necessary under applicable requirements of the Exchange Act, insurance or other regulatory or self-regulatory authorities or any courtsand declaration of effectiveness of the Merger Registration Statement, administrative agencies or commissions or other governmental authorities or instrumentalities and (each a “Governmental Entity”ii) and approval of such applications, filings and notices (the “Other Regulatory Approvals”reports under Sections 13(a), (c) the filing with the Securities and Exchange Commission (the “SEC”13(d), 13(g) of a Proxy Statement in definitive form relating to the meeting of First Charter’s shareholders to Exchange Act as may be held required in connection with this Agreement and the transactions contemplated by this Agreement hereby and the obtaining from the SEC of such orders as may be required in connection therewith, (the “Proxy Statement”c) and of a registration statement on Form S-4 (the “Form S-4”) in which the Proxy Statement will be included as a prospectus, and declaration of effectiveness approval of the Form S-4 and listing of PFS Common Stock to be issued in the filing and effectiveness of Merger on the registration statement contemplated by Section 1.6(d)NYSE, (d) the filing of the Ohio Certificate of Merger with the Secretary of State of the State of Ohio pursuant to the OGCL and the Articles of Merger with the Secretary of State of the State of North Carolina pursuant to the NCBCA, (e) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment advisers or transfer agents, and federal commodities laws relating to the regulation of futures commission merchants and the rules and regulations thereunder and of any applicable industry self-regulatory organization (“SRO”), and the rules and regulations of the Nasdaq Global Select Market Global Select Market, or that are required under consumer finance, mortgage banking and other similar laws, (f) notices or filings under the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), if any, and (g) 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 Fifth Third PFS Common Stock pursuant to this Agreement Agreement, (e) the filing of the Bank Merger Certificate and (f) approval of listing this Agreement by the requisite vote of such Fifth Third Common Stock on the Nasdaq Global Select Marketshareholders of SBBX, no consents consents, waivers or approvals of of, or filings or registrations with with, any Governmental Entity are necessary necessary, and, to PFS’s Knowledge, no consents, waivers or approvals of, or filings or registrations with, any other third parties are necessary, in connection with (x) the consummation execution and delivery of this Agreement by First Charter PFS, and (y) the completion of the Merger and the Bank Merger. No vote of the shareholders of PFS is required by law, the Certificate of Incorporation and Bylaws of PFS, NYSE listing standards or otherwise to approve this Agreement, the Merger or 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 First Charter of this Agreement.

Consents and Approvals. Except for (ai) the filing of applications a notification and notices, as applicable, with report form under the Board of Governors HSR Act and the termination or expiration of the Federal Reserve System (the “Federal Reserve Board”) waiting period under the BHC HSR Act, (ii) the Federal Reserve Act, as amended, and the Office filing of the Commissioner of Banks of the State of North Carolina any other required applications or notices with any state or foreign agencies and approval of such applications and notices, (b) 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”) and approval of such applications, filings and notices (the “Other Regulatory Approvals”), (ciii) the filing with the Securities and Exchange Commission (the “SEC”) SEC of a Proxy Statement in definitive form proxy statement/prospectus relating to the meeting of First Charter’s shareholders matters to be held in connection with this Agreement submitted to Premcor’s stockholders at the Premcor Stockholders Meeting (such proxy statement/prospectus, and the transactions contemplated by this Agreement (any amendments or supplements thereto, the “Proxy Statement/Prospectus”) and of a registration statement on Form S-4 with respect to the issuance of Valero Common Stock in the Merger (such Form S-4, and any amendments or supplements thereto, the “Form S-4”) in which the Proxy Statement will be included as a prospectus, and declaration of effectiveness of the Form S-4 and the filing and effectiveness of the registration statement contemplated by Section 1.6(d), (div) the filing of the Ohio Certificate of Merger with the Secretary of State of the State of Ohio pursuant to the OGCL and the Articles of Merger with the Secretary of State of the State of North Carolina pursuant to the NCBCAMerger, (ev) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment advisers or transfer agents, and federal commodities laws relating to the regulation of futures commission merchants and the rules and regulations thereunder and of any applicable industry self-regulatory organization (“SRO”), and the rules and regulations of the Nasdaq Global Select Market Global Select Market, or that are required under consumer finance, mortgage banking and other similar lawsNYSE, (f) notices or filings under the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), if any, and (gvi) 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 Fifth Third Valero Common Stock pursuant to this Agreement (the consents, approvals, filings and approval registration required under or in relation to the foregoing clauses (i) though (vi) being referred to as “Necessary Consents”) and (vii) such other consents, approvals, filings and registrations the failure of listing of such Fifth Third Common Stock which to obtain or make would not reasonably be expected to have a Material Adverse Effect on Premcor or the Nasdaq Global Select MarketSurviving Corporation, no consents or approvals of or filings or registrations with any supranational, national, state, municipal, local or foreign government, any instrumentality, subdivision, court, administrative agency or commission or other authority thereof, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority (each, a “Governmental Entity Entity”) are necessary in connection with (A) the execution and delivery by Premcor of this Agreement and (B) the consummation by First Charter Premcor of the 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 First Charter of this Agreement.

Consents and Approvals. Except for (ai) the filing of applications and notices, as applicable, with the Board of Governors approval of the Federal Reserve System (listing on the “Federal Reserve Board”) under the BHC ActNYSE, the Federal Reserve Actsubject to official notice of issuance, as amended, and the Office of the Commissioner shares of Banks Acquiror Common Stock to be issued in the Merger and to be reserved for issuance upon exercise or settlement of the State of North Carolina Acquiror Options and approval of such applications Converted Awards issued in substitution for Company Options and notices, (b) the filing of any required applications, filings or notices Company Stock-Based Awards in accordance 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”Sections 2.4(a) and approval of such applications, filings and notices (the “Other Regulatory Approvals”2.4(b), (cii) the filing with the Securities and Exchange Commission (the “SEC”) of a Proxy Statement proxy statement in definitive form relating to the meeting of First Charter’s shareholders the stockholders of the Company to be held in connection with this Agreement and to vote on the transactions contemplated by adoption of this Agreement (the “Proxy Statement/Prospectus”) and the filing and declaration of a effectiveness of the registration statement on Form S-4 (the “Form S-4”) in which the Proxy Statement Statement/Prospectus will be included as a prospectus, prospectus and declaration any filings or approvals under applicable state securities laws with respect to the issuance of effectiveness of Acquiror Common Stock in connection with the Form S-4 and the filing and effectiveness of the registration statement contemplated by Section 1.6(d)Merger, (diii) the filing of the Ohio Certificate of Merger with the Secretary of State of the State of Ohio pursuant to the OGCL and the Articles of Merger with the Secretary of State of the State of North Carolina pursuant to the NCBCADelaware, (eiv) the adoption of this Agreement by the Required Company Vote, (v) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment advisers or transfer agents, and federal commodities laws relating to the regulation of futures commission merchants and the rules and regulations thereunder and of any applicable industry self-regulatory organization (“SRO”), and the rules and regulations of the Nasdaq Global Select Market Global Select Market, or that are required under consumer finance, mortgage banking and other similar laws, (f) notices or filings under the HxxxXxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), if anyand the expiration or termination of any applicable waiting periods thereunder, (vi) the filings, approvals and consents required pursuant to applicable antitrust or competition laws of foreign Governmental Entities as set forth in Section 4.4(vi) of the Company Disclosure Letter, (vii) the consents, authorizations, approvals, filings or exemptions pursuant to the applicable provisions of federal, state or foreign securities Laws, commodities futures Laws or the rules or regulations of any applicable self-regulatory organization, in any such case relating to the regulation of broker-dealers, commodities futures merchants, investment companies and investment advisors and set forth in Section 4.4(vii) of the Company Disclosure Letter, (viii) the consents and approvals set forth in Section 4.4(viii) of the Company Disclosure Letter, and (gix) such the consents, authorizations, approvals, filings and approvals as registrations of third parties which are required not Governmental Entities, the failure of which to obtain or make would not be made reasonably expected to have, individually or obtained under in the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of Fifth Third Common Stock pursuant to this Agreement and approval of listing of such Fifth Third Common Stock aggregate, a Material Adverse Effect on the Nasdaq Global Select MarketCompany or Acquiror, no consents or approvals of of, or filings or registrations with, any court, administrative agency or commission or other governmental or regulatory authority or instrumentality or self-regulatory organization (each, a “Governmental Entity”) or of or with any Governmental Entity other third party by and on behalf of the Company or any of its Subsidiaries (or by or on behalf of any acquiror of the Company) are necessary in connection with (A) the execution and delivery by the Company of this Agreement and the Voting Agreement and (B) the consummation by First Charter the Company of the 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 Agreement and the execution and delivery by First Charter of this Voting Agreement.

Consents and Approvals. Except for (a) Subject to the filing accuracy of applications Parent’s and noticesMerger Sub’s representations and warranties set forth in Section 4.11 and 4.12, as applicableno consents, authorizations or Approvals of, or filings or registrations with, any Governmental Entities are required to be obtained or made by or on behalf of the Company or any of its Subsidiaries in connection with the Board execution, delivery or performance by the Company of Governors this Agreement or the consummation of the Federal Reserve System (the “Federal Reserve Board”) under the BHC Act, the Federal Reserve Act, as amended, Merger and the Office of the Commissioner of Banks of the State of North Carolina and approval of such applications and noticesother transactions contemplated hereby, except for: (b) 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”) and approval of such applications, filings and notices (the “Other Regulatory Approvals”), (ci) the filing with the Securities and Exchange Commission (the “SEC”) SEC of a Proxy Statement proxy statement in preliminary and definitive form relating to the meeting of First Charter’s shareholders the stockholders of the Company to be held in connection with this Agreement and to vote on the transactions contemplated by adoption of this Agreement (as amended or supplemented from time to time, the “Proxy Statement”) and of a registration statement on Form S-4 (the “Form S-4”) in which the Proxy Statement will be included as a prospectus, and declaration of effectiveness of the Form S-4 and the filing and effectiveness of the registration statement contemplated by Section 1.6(d), (dii) the filing of the Ohio Certificate of Merger with the Secretary of State of the State of Ohio pursuant to the OGCL and the Articles of Merger with the Secretary of State of the State of North Carolina pursuant to the NCBCADelaware, (eiii) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment advisers or transfer agents, and federal commodities laws relating to the regulation of futures commission merchants and the rules and regulations thereunder and of any applicable industry self-regulatory organization (“SRO”), and the rules and regulations of the Nasdaq Global Select Market Global Select Market, or that are required under consumer finance, mortgage banking and other similar laws, (f) notices or filings under the HxxxXxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), if anyand foreign competition Laws and/or foreign investment Laws (such Laws solely as set forth in Section 3.4(a)(iii) of the Company Disclosure Schedule, the “Foreign Regulatory Laws”) and the expiration or termination of any applicable waiting periods (or approval) thereunder, (iv) the consents, authorizations, approvals, filings, notifications or registrations required under any Money Transmitter Requirements applicable to the Money Transmitter Licenses of the Company or any of its Subsidiaries set forth on Section 3.4(a)(iv) of the Company Disclosure Schedule, (v) the other consents and approvals as set forth on Section 3.4(a)(v) of the Company Disclosure Schedule, and (gvi) such other consents, authorizations, approvals, filings and approvals as are required registrations, the failure of which to obtain or make would not have or reasonably be made expected to have, individually or obtained under in the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of Fifth Third Common Stock pursuant to this Agreement and approval of listing of such Fifth Third Common Stock on the Nasdaq Global Select Marketaggregate, no consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with the consummation by First Charter of the 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 First Charter of this Agreementa Material Adverse Effect.

Consents and Approvals. Except for (ai) the filing of applications and notices, as applicable, with the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) Board under the BHC Act, the Federal Reserve Act, as amended, and the Office of the Commissioner of Banks of the State of North Carolina Act and approval of such applications and notices, (bii) the filing of any required applications, filings or notices requisite applications with the FDIC OCC and any other federal or state banking, insurance or other regulatory or self-regulatory authorities or any courts, administrative agencies or commissions or other governmental authorities or instrumentalities (each a “Governmental Entity”) and the approval of such applications, (iii) the filings and notices with respect to the State Approvals (the “Other Regulatory including receipt of such State Approvals”), (civ) the filing of any requisite applications with the 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 (SEC of the “SEC”) of a Joint Proxy Statement in definitive form relating to the meeting of First Charter’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 (the “Form S-4”) in which the Proxy Statement will be included as a prospectus, filing and declaration of effectiveness of the Form S-4 and the filing and effectiveness of the registration statement contemplated by Section 1.6(d)S-4, (dvii) the filing of the Ohio Certificate of Merger with the Delaware Secretary of State of the State of Ohio pursuant to the OGCL and the Articles of Merger with the Secretary of State of the State of North Carolina pursuant to the NCBCADGCL, (e) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment advisers or transfer agents, and federal commodities laws relating to the regulation of futures commission merchants and the rules and regulations thereunder and of any applicable industry self-regulatory organization (“SRO”), and the rules and regulations of the Nasdaq Global Select Market Global Select Market, or that are required under consumer finance, mortgage banking and other similar laws, (f) notices or filings under the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), if any, and (gviii) 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 Fifth Third Common Parent 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 by the requisite votes of such Fifth Third Common Stock on the Nasdaq Global Select Marketstockholders of Parent, (x) the filing of the appropriate documents necessary to cause the Charter Amendment to become effective with the Secretary of State of the State of Delaware, (xi) the consents and approvals set forth in Section 4.4 of the Parent Disclosure Schedule, and (xii) the consents and approvals of third parties which are not Governmental Entities, the failure of which to obtain will not have and would not be reasonably expected to have a Material Adverse Effect, no consents or approvals of of, or filings or registrations with with, any Governmental Entity or any third party are necessary in connection with (A) the execution and delivery by Parent and Merger Sub of the Parent Documents and (B) the consummation by First Charter Parent and Merger Sub of the 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 First Charter of this Agreementthereby.

Consents and Approvals. Except for (a) the filing of applications The parties hereto shall cooperate with each other and use reasonable best efforts to promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings, to obtain as applicablepromptly as practicable all permits, with the Board consents, approvals and authorizations of Governors of the Federal Reserve System all third parties (the “Federal Reserve Board”) under the BHC Act, the Federal Reserve Act, as amended, and the Office of the Commissioner of Banks of the State of North Carolina and approval of such applications and notices, (b) 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”"THIRD PARTY APPROVALS") and approval of such applicationsfederal, filings state and notices local governmental agencies and authorities (the “Other Regulatory Approvals”), (c"GOVERNMENTAL AUTHORITIES") the filing with the Securities and Exchange Commission (the “SEC”) of a Proxy Statement in definitive form relating which are necessary or advisable to the meeting of First Charter’s shareholders to be held in connection with this Agreement and consummate the transactions contemplated by this Agreement (including without limitation the “Proxy Statement”Offer and the Merger) and of a registration statement on Form S-4 (the “Form S-4”) in which the Proxy Statement will be included as a prospectus"GOVERNMENTAL APPROVALS" and, together with Third Party Approvals, "APPROVALS"), and declaration to comply with the terms and conditions of effectiveness all such Approvals. Each of the Form S-4 parties hereto and their respective officers, directors and affiliates shall use their reasonable best efforts to file within 15 days after the filing date hereof, and effectiveness of in all events shall file within 30 days after the registration statement contemplated by Section 1.6(d)date hereof, (d) the filing of the Ohio Certificate of Merger with the Secretary of State of the State of Ohio pursuant to the OGCL all required initial applications and the Articles of Merger with the Secretary of State of the State of North Carolina pursuant to the NCBCA, (e) any consents, authorizations, approvals, filings or exemptions documents in connection with compliance with obtaining the Governmental Approvals and shall act reasonably and promptly thereafter in responding to additional requests in connection therewith; and each party will use its reasonable best efforts to secure such Governmental Approvals as expeditiously as practicable. Parent and the Company shall have the right to review in advance, and to the extent practicable each will consult the other on, in each case subject to applicable provisions of federal and state securities laws relating to the regulation exchange of broker-dealersinformation, investment advisers all the information relating to Parent or transfer agentsthe Company, as the case may be, and federal commodities laws relating to the regulation any of futures commission merchants their respective subsidiaries, directors, officers and the rules and regulations thereunder and of stockholders which appear in any applicable industry self-regulatory organization (“SRO”), and the rules and regulations of the Nasdaq Global Select Market Global Select Marketfiling made with, or that are required under consumer financewritten materials submitted to, mortgage banking and other similar laws, (f) notices any third party or filings under the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), if any, and (g) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states any Governmental Authority in connection with the issuance of the shares of Fifth Third Common Stock pursuant to this Agreement and approval of listing of such Fifth Third Common Stock on the Nasdaq Global Select Market, no consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with the consummation by First Charter of the Merger and the other transactions contemplated by this Agreement. No consents Without limiting the foregoing, each of Parent and the Company (the "NOTIFYING PARTY") will notify the other promptly of the receipt of comments or approvals requests from Governmental Authorities relating to Governmental Approvals, and will supply the other party with copies of all correspondence between the Notifying Party or filings or registrations any of its representatives and Governmental Authorities with any respect to Governmental Entity are necessary in connection with the execution and delivery by First Charter of this AgreementApprovals.

Consents and Approvals. Except for (a) the filing of applications any required applications, filings, notices and noticesrequests for waiver, as applicable, with the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) under the BHC Act, the Federal Reserve Act, as amended, and the Office of the Commissioner of Banks of the State of North Carolina Act and approval of such applications applications, filings and noticesnotices or granting of such waivers, as applicable, (b) the filing of any required applications, filings or notices and notices, as applicable, 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”) the Texas Department of Banking in connection with the Bank Merger and approval of such applications, filings and notices (the “Other Regulatory Approvals”)notices, (c) the filing of an exit notice with the Office of the Comptroller of the Currency (the “OCC”) pursuant to 12 C.F.R. § 5.33(k) with respect to the Bank Merger and the filing of any other required applications, filings or notices with any federal or state banking authorities listed on Section 3.4 of the CBTX Disclosure Schedule or Section 4.4 of the Allegiance Disclosure Schedule and approval of such applications, filings and notices, as applicable, (d) the filing of any required applications, filings and notices, as applicable, with the NASDAQ, (e) the filing by CBTX with the Securities and Exchange Commission (the “SEC”) of a Proxy Statement joint proxy statement in definitive form relating to the meeting meetings of First CharterCBTX’s shareholders and Allegiance’s shareholders to be held in connection with this Agreement and the transactions contemplated by this Agreement hereby (including any amendments or supplements thereto, the “Joint Proxy Statement”) ), and of a the registration statement on Form S-4 (the “Form S-4”) in which the Joint Proxy Statement will be included as a prospectus, to be filed with the SEC by CBTX in connection with the transactions contemplated by this Agreement (the “S-4”) and the declaration of effectiveness of the Form S-4 and the filing and effectiveness of the registration statement contemplated by Section 1.6(d)S-4, (df) the filing of the Ohio Certificate of Merger with the Texas Secretary of State of the State of Ohio pursuant to the OGCL and TBOC, (g) the Articles of Merger with the Secretary of State filing of the State of North Carolina pursuant to the NCBCA, (e) any consents, authorizations, approvals, filings or exemptions in connection with compliance Bank Merger Certificates with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment advisers or transfer agents, and federal commodities laws relating to the regulation of futures commission merchants and the rules and regulations thereunder and of any Governmental Entities as required by applicable industry self-regulatory organization (“SRO”), and the rules and regulations of the Nasdaq Global Select Market Global Select Market, or that are required under consumer finance, mortgage banking and other similar laws, (f) notices or filings under the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), if any, law and (gh) 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 Fifth Third CBTX Common Stock pursuant to this Agreement and the approval of the listing of such Fifth Third CBTX Common Stock on the Nasdaq Global Select MarketNASDAQ, 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 CBTX of this Agreement or (ii) the consummation by First Charter CBTX of the Merger and the other transactions contemplated hereby (including the Bank Merger). As of the date hereof, CBTX has no knowledge of any reason why the necessary regulatory approvals and consents will not be received by this Agreement. No consents or approvals CBTX to permit consummation of or filings or registrations with any Governmental Entity are necessary in connection with the execution Merger and delivery by First Charter of this AgreementBank Merger on a timely basis.

Consents and Approvals. Except for (ai) the filing of applications and notices, as applicable, with the Board of Governors approval of the Federal Reserve System (listing on the “Federal Reserve Board”) under the BHC ActNYSE, the Federal Reserve Actsubject to official notice of issuance, as amended, and the Office of the Commissioner shares of Banks Acquiror Common Stock to be issued in the Merger and to be reserved for issuance upon exercise or settlement of the State of North Carolina Acquiror Options and approval of such applications Converted Awards issued in substitution for Company Options and notices, (b) the filing of any required applications, filings or notices Company Stock-Based Awards in accordance 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”Sections 2.4(a) and approval of such applications, filings and notices (the “Other Regulatory Approvals”2.4(b), (cii) the filing with the Securities and Exchange Commission (SEC of the “SEC”) of a Proxy Statement in definitive form relating to the meeting of First Charter’s shareholders to be held in connection with this Agreement Statement/Prospectus 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 will be included as a prospectus, filing and declaration of effectiveness of the registration statement on Form S-4 in which the Proxy Statement/Prospectus will be included as a prospectus and any filings or approvals under applicable state securities laws with respect to the filing and effectiveness issuance of Acquiror Common Stock in connection with the registration statement contemplated by Section 1.6(d)Merger, (diii) the filing of the Ohio Certificate of Merger with the Secretary of State of the State of Ohio Delaware, (iv) the adoption of this Agreement by the Required Company Vote, (v) any notices or filings under the HSR Act and the expiration or termination of any applicable waiting periods thereunder, (vi) the filings, approvals and consents required pursuant to the OGCL and the Articles applicable antitrust or competition laws of Merger with the Secretary of State foreign Governmental Entities as set forth in Section 5.4(vi) of the State of North Carolina pursuant to the NCBCAAcquiror Disclosure Letter, (evii) any the consents, authorizations, approvals, filings or exemptions in connection with compliance with pursuant to the applicable provisions of federal and federal, state or foreign securities laws Laws, commodities futures Laws or the rules or regulations of any applicable self-regulatory organization, in any such case relating to the regulation of broker-dealers, commodities futures merchants, investment advisers or transfer agents, companies and federal commodities laws relating to the regulation of futures commission merchants investment advisors and the rules and regulations thereunder and of any applicable industry self-regulatory organization (“SRO”), and the rules and regulations set forth in Section 5.4(vii) of the Nasdaq Global Select Market Global Select Market, or that are required under consumer finance, mortgage banking and other similar lawsAcquiror Disclosure Letter, (fviii) notices or filings under the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act consents and approvals set forth in Section 5.4(viii) of 1976, as amended (the “HSR Act”), if anyAcquiror Disclosure Letter, and (gix) such the consents, authorizations, approvals, filings and approvals as registrations of third parties which are required not Governmental Entities, the failure of which to obtain or make would not be made reasonably expected to have, individually or obtained under in the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of Fifth Third Common Stock pursuant to this Agreement and approval of listing of such Fifth Third Common Stock aggregate, a Material Adverse Effect on the Nasdaq Global Select MarketAcquiror, no consents or approvals of of, or filings or registrations with with, any Governmental Entity or of or with any other third party by and on behalf of Acquiror or Merger Sub are necessary in connection with (A) the execution and delivery by Acquiror of this Agreement and the Voting Agreement and the execution and delivery by Merger Sub of this Agreement and (B) the consummation by First Charter Acquiror and Merger Sub of the 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 Agreement and the execution and delivery by First Charter of this Voting Agreement.

Consents and Approvals. Except for (a) the filing of applications applications, filings, certificates and notices, as applicable, with the Board of Governors NASDAQ and the approval of the Federal Reserve System (listing on the “Federal Reserve Board”) under the BHC Act, the Federal Reserve Act, as amended, and the Office NASDAQ of the Commissioner shares of Banks of Parent Common Stock to be issued as the State of North Carolina and approval of such applications and noticesStock Consideration pursuant to this Agreement, (b) the filing of any required applications, filings, certificates and notices, as applicable, with the Federal Reserve Board under the BHC Act and approval or waiver of such applications, filings or notices and notices, (c) the filing of applications, filings, certificates and notices, as applicable, with the FDIC and any other federal or state bankingOCC in connection with the Bank Merger, insurance or other regulatory or self-regulatory authorities or any courtsincluding filing of the notice of consummation with the OCC pursuant to the National Bank Act, administrative agencies or commissions or other governmental authorities or instrumentalities (each a “Governmental Entity”) and approval of such applications, filings and notices (the “Other Regulatory Approvals”)notices, (cd) the filing with the Securities SEC of (i) any filings that are necessary under applicable requirements of the Exchange Act and Exchange Commission (ii) the “SEC”) of a Proxy Statement in definitive form relating to the meeting of First Charter’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 (the “Form S-4”) in which the Proxy Statement will be included as a prospectus, and declaration of effectiveness of the Form S-4 and S-4, (e) the filing of applications, filings, certificates and effectiveness of notices, as applicable, with the registration statement contemplated by Section 1.6(d)NJ Department, (df) the filing of the Ohio First-Step Merger Certificate of Merger with the Secretary New Jersey Department of State of the State of Ohio Treasury pursuant to the OGCL BCA, (g) the filing of the Second-Step Merger Certificates with the Delaware Secretary and the Articles New Jersey Department of Merger Treasury in accordance with the Secretary of State DGCL and the BCA, respectively, (h) the filing of the State of North Carolina pursuant to the NCBCA, (e) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment advisers or transfer agents, and federal commodities laws relating to the regulation of futures commission merchants and the rules and regulations thereunder and of any applicable industry self-regulatory organization (“SRO”), and the rules and regulations of the Nasdaq Global Select Market Global Select Market, or that are required under consumer finance, mortgage banking and other similar laws, (f) notices or filings under the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), if any, Bank Merger Certificate and (gi) 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 Fifth Third Parent Common Stock pursuant to this Agreement and approval of listing of such Fifth Third Common Stock on the Nasdaq Global Select MarketAgreement, no consents or approvals of or filings or registrations with any Governmental Entity or any other third party are necessary in connection with (A) the execution and delivery by Parent or Merger Sub of this Agreement, (B) the consummation by First Charter Parent or Merger Sub of the Merger 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 First Charter Parent Bank of this Agreementthe Bank Merger Agreement or (D) the consummation by Parent Bank of the Bank Merger.

Consents and Approvals. Except for (ai) any notices or filings required by the filing of applications HSR Act or other Antitrust Law and notices, as applicable, with the Board of Governors termination or expiration of the Federal Reserve System (the “Federal Reserve Board”) waiting period under the BHC Act, the Federal Reserve Act, as amended, and the Office of the Commissioner of Banks of the State of North Carolina and approval of such applications and noticesHSR Act or other Antitrust Law, (bii) the filing of any other required applications, filings applications or notices with the FDIC and any other federal or state banking, insurance or other regulatory or self-regulatory authorities or any courts, administrative agencies or commissions or other governmental authorities or instrumentalities (each a “Governmental Entity”) and approval of such applications, filings and notices (the “related to Other Regulatory Approvals”), (ciii) the filing with the SEC of (A) the Form S-4, and (B) such other reports or filings under the Exchange Act or the Securities and Exchange Commission (the “SEC”) of a Proxy Statement in definitive form relating to the meeting of First Charter’s shareholders to Act as may be held required 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 will be included as a prospectus, and declaration of effectiveness of the Form S-4 and the filing and effectiveness of the registration statement contemplated by Section 1.6(d)Agreement, (div) the filing of the Ohio Certificate of Merger with the Secretary of State of the State of Ohio Delaware pursuant to the OGCL DRULPA and the Articles of Merger with the Secretary of State of the State of North Carolina pursuant to the NCBCALLC Act, (ev) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment advisers or transfer agents, and federal commodities laws relating to the regulation of futures commission merchants and the rules and regulations thereunder and of any applicable industry self-regulatory organization (“SRO”), and the rules and regulations of the Nasdaq Global Select Market Global Select Market, or that are required under consumer finance, mortgage banking and other similar lawsNYSE, (f) notices or filings under the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), if any, and (gvi) 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 shares of Fifth Third Common Stock Parent Shares pursuant to this Agreement Agreement, (vii) the filings, clearances, consents, notices and approval approvals set forth in Section 4.5 of listing the Parent Disclosure Letter, and (viii) such additional filings, clearances, consents, notices and approvals, the failure of such Fifth Third Common Stock on the Nasdaq Global Select Marketwhich to make or obtain would not have a Parent Material Adverse Effect, no consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with the consummation by First Charter of the Merger and the other transactions contemplated by this Agreement. No consents or approvals of or filings or registrations with any Governmental Entity Third Party are necessary in connection with the execution and delivery by First Charter the Parent Parties of this Agreement or the consummation by the Parent Parties of the transactions contemplated by this Agreement.

Consents and Approvals. Except No consent, approval, authorization, Order, registration or qualification of or with any Governmental Entity having jurisdiction over any of the Debtors or any of their properties (each, an “Applicable Consent”) is required for the execution and delivery by the Company and, to the extent relevant, the other Debtors, of this Agreement, the Plan and the other Transaction Agreements, the compliance by the Company and, to the extent relevant, the other Debtors, with the provisions hereof and thereof and the consummation of the transactions contemplated herein and therein, except for (a) the filing of applications and notices, as applicable, with the Board of Governors entry of the Federal Reserve System (Approval Order authorizing the “Federal Reserve Board”) under Company to assume this Agreement and perform the BHC Act, the Federal Reserve Act, as amended, and the Office of the Commissioner of Banks of the State of North Carolina and approval of such applications and noticesBCA Approval Obligations, (b) entry of 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”) and approval of such applications, filings and notices (the “Other Regulatory Approvals”)Disclosure Statement Order, (c) entry by the filing with Bankruptcy Court, or any other court of competent jurisdiction, of Orders as may be necessary in the Securities and Exchange Commission Chapter 11 Cases from time-to-time; (d) the “SEC”entry of the Confirmation Order, (e) filings, notifications, authorizations, approvals, consents, clearances or termination or expiration of a Proxy Statement in definitive form relating to the meeting of First Charter’s shareholders to be held all applicable waiting periods under any Antitrust Laws 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 will be included as a prospectus, and declaration of effectiveness of the Form S-4 and the filing and effectiveness of the registration statement contemplated by Section 1.6(d), (d) the filing of the Ohio Certificate of Merger with the Secretary of State of the State of Ohio pursuant to the OGCL and the Articles of Merger with the Secretary of State of the State of North Carolina pursuant to the NCBCA, (e) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment advisers or transfer agents, and federal commodities laws relating to the regulation of futures commission merchants and the rules and regulations thereunder and of any applicable industry self-regulatory organization (“SRO”), and the rules and regulations of the Nasdaq Global Select Market Global Select Market, or that are required under consumer finance, mortgage banking and other similar lawsAgreement, (f) notices such consents, approvals, authorizations, registrations or filings qualifications as may be required under the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), if any, and (g) such filings and approvals as are required to be made or obtained under the state securities or “Blue Sky” laws of various states Laws in connection with the purchase of the Commitment Notes and Available Notes, if any, by the Commitment Parties and the issuance of the shares of Fifth Third Common Stock pursuant to this Agreement and approval of listing of such Fifth Third Common Stock on the Nasdaq Global Select Market, no consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with the consummation by First Charter New Second Lien PIK Toggle Notes as payment of the Merger Commitment Premium, and (g) any Applicable Consents that, if not made or obtained, would not reasonably be expected to have, individually or in 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 First Charter of this Agreementaggregate, a Material Adverse Effect.

Consents and Approvals. Except No consent, approval, order or authorization of, registration, declaration or filing with, or permit from, any Governmental Authority is required by or with respect to any of the Prize Companies in connection with the execution and delivery of this Agreement by Prize or the consummation by Prize of the transactions contemplated hereby, except for the following: (a) any such consent, approval, order, authorization, registration, declaration, filing or permit which the filing of applications and noticesfailure to obtain or make would not, as applicableindividually or in the aggregate, with the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) under the BHC Act, the Federal Reserve Act, as amended, and the Office of the Commissioner of Banks of the State of North Carolina and approval of such applications and notices, have a Material Adverse Effect on Prize; (b) 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”) and approval of such applications, filings and notices (the “Other Regulatory Approvals”), (c) the filing with the Securities and Exchange Commission (the “SEC”) of a Proxy Statement in definitive form relating to the meeting of First Charter’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 (the “Form S-4”) in which the Proxy Statement will be included as a prospectus, and declaration of effectiveness of the Form S-4 and the filing and effectiveness of the registration statement contemplated by Section 1.6(d), (d) the filing of the Ohio Certificate of Merger with the Secretary of State of the State of Ohio Delaware pursuant to applicable provisions of the OGCL DGCL and the filing of the Articles of Merger with the Secretary of State of the State of North Carolina Texas pursuant to applicable provisions of the NCBCA, TBCA; (ec) any consents, authorizations, approvals, filings the filing of a pre-merger notification report by Prize as may be required under the HSR Act and the expiration or exemptions in connection termination of the applicable waiting period; (d) the filing with the SEC of the Proxy Statement/Prospectus and such reports under Section 13(a) of the Exchange Act and such other compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment advisers or transfer agents, and federal commodities laws relating to the regulation of futures commission merchants Exchange Act and the rules and regulations thereunder and of any applicable industry self-regulatory organization (“SRO”), Securities Act and the rules and regulations of the Nasdaq Global Select Market Global Select Market, or that are SEC thereunder as may be required under consumer finance, mortgage banking in connection with this Agreement and other similar laws, the transactions contemplated hereby and the obtaining from the SEC of such orders as may be so required; (f) notices or filings under the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), if any, and (ge) such filings and approvals as are may be required by any applicable state securities, "blue sky" or takeover laws or Environmental Laws; and (f) such filings and approvals as may be required by any foreign pre-merger notification, securities, corporate or other law, rule or regulation. No Third-Party Consent is required by or with respect to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance any of the shares of Fifth Third Common Stock pursuant to this Agreement and approval of listing of such Fifth Third Common Stock on the Nasdaq Global Select Market, no consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with the consummation by First Charter of the Merger and the other transactions contemplated by this Agreement. No consents or approvals of or filings or registrations with any Governmental Entity are necessary Prize Companies in connection with the execution and delivery by First Charter of this Agreement or the consummation of the transactions contemplated hereby, except for (x) any such Third-Party Consent which the failure to obtain would not, individually or in the aggregate, have a Material Adverse Effect on Prize, (y) the valid approval of the Prize Proposal by the stockholders of Prize, and (z) any consent, approval or waiver required by the terms of the Prize Bank Credit Agreement.

Consents and Approvals. Except as set forth in Section 7.6 of the Pinnacle Disclosure Schedule, no consent, registration, declaration, or filing with, any Governmental Entity is required by Pinnacle or any of its Subsidiaries in connection with the execution, delivery and performance by CEH LLC of this Agreement and the other Transaction Documents to which it is a party or the consummation by CEH LLC of the transactions contemplated hereby or thereby, except for (a) the filing of applications a pre-merger notification and notices, as applicable, with the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) report form by CEH LLC under the BHC HSR Act, the Federal Reserve Act, as amended, and the Office expiration or termination of the Commissioner of Banks of the State of North Carolina and approval of such applications and noticesapplicable waiting period thereunder, (b) the filing, if applicable or advisable, of a request for an Advance Ruling Certificate pursuant to Section 102 of the Competition Act (Canada) and/or the filing of any required applications, filings or notices a pre-merger notification by CEH LLC in accordance with Part IX of 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 Competition Act (each a “Governmental Entity”Canada) and approval the expiration of such applications, filings and notices (the “Other Regulatory Approvals”)applicable waiting period thereunder, (c) the filing with the Securities and Exchange Commission (the “SEC”) of a Proxy Statement in definitive form relating to the meeting of First Charter’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 (the “Form S-4”) in which the Proxy Statement will be included as a prospectus, and declaration of effectiveness of the Form S-4 and the filing and effectiveness of the registration statement contemplated by Section 1.6(d), (d) the filing of the Ohio Certificate of Merger with the Secretary of State of the State of Ohio pursuant to the OGCL and the Articles of Merger with the Secretary of State of the State of North Carolina pursuant to the NCBCADelaware, (ed) any consents, authorizations, approvals, such filings or exemptions in connection with compliance with the applicable provisions of federal and any state securities laws relating or local tax that is attributable to the regulation of broker-dealers, investment advisers or transfer agents, and federal commodities laws relating to the regulation of futures commission merchants and the rules and regulations thereunder and of any applicable industry self-regulatory organization (“SRO”), and the rules and regulations beneficial ownership of the Nasdaq Global Select Market Global Select Market, or that are required under consumer finance, mortgage banking Pinnacle Real Property ("Gains and other similar laws, (f) notices or filings under the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”Transfer Taxes"), if any, and (ge) such other filings and approvals consents as are may be required under any environmental, health or safety law or regulation pertaining to be made any notification, disclosure or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of Fifth Third Common Stock pursuant to this Agreement and required approval of listing of such Fifth Third Common Stock on the Nasdaq Global Select Market, no consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with the consummation necessitated by First Charter of the Merger and or the other transactions contemplated by in this Agreement. No consents Agreement and the other Transaction Documents to which CEH LLC is a party and (f) such other consents, approvals, orders, authorizations, registrations, declarations, filings, notices or approvals permits the failure of which to be obtained or filings made would not, individually or registrations with any Governmental Entity are necessary in connection with the execution and delivery by First Charter of this Agreementaggregate, have a Pinnacle Material Adverse Effect.

Consents and Approvals. Except for (a) the filing of applications any application, filing, or submission required to be made and noticesany consent, as applicableapproval, with the Board of Governors authorization, or authority required to be made or obtained under Title 49 of the Federal Reserve System (United States Code or under any regulation, rule, order, notice, or policy of the “Federal Reserve Board”) under the BHC ActFAA, the Federal Reserve ActDOT, as amendedthe FCC, and the Office of DHS, including the Commissioner of Banks of the State of North Carolina and approval of such applications and noticesTSA, (b) 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”) and approval SEC of such applications, filings and notices (the “Other Regulatory Approvals”), (c) the filing with the Securities and Exchange Commission (the “SEC”) of a Proxy Statement in definitive form relating to the meeting of First Charter’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 (the “Form S-4”) , in which the Proxy Statement will be included as a prospectusincluded, and declaration of effectiveness of the Form S-4 S-4, and the filing with the SEC of such reports under, and effectiveness of such other compliance with, the registration statement contemplated by Section 1.6(d)Exchange Act, the Securities Act, and the rules and regulations thereunder, (dc) the filing of the Ohio Certificate of Merger with the Secretary of State of the State of Ohio pursuant to the OGCL and the Articles of Merger with the Nevada Secretary of State of the State of North Carolina pursuant to the NCBCANRS and with the relevant authorities in other jurisdictions in which Southwest is qualified to do business, (ed) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment advisers or transfer agents, and federal commodities laws relating to the regulation of futures commission merchants and the rules and regulations thereunder and of any applicable industry self-regulatory organization (“SRO”), and the rules and regulations of the Nasdaq Global Select Market Global Select Market, or that are required under consumer finance, mortgage banking and other similar laws, (f) notices or filings under the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), if any, and (ge) such filings and approvals as are required to be made or obtained under the applicable state securities or “Blue Skyblue sky” laws of various states Laws in connection with the issuance by Southwest of the shares of Fifth Third Southwest Common Stock issuable pursuant to ARTICLE II, (f) any filings required under the rules and regulations of the NYSE, (g) consents and approvals listed in Section 4.4 of the Southwest Disclosure Letter, and (h) such other consents, approvals, Orders, authorizations, registrations, declarations, transfers, waivers, disclaimers, and filings the failure of which to be obtained or made would not result in a Southwest Material Adverse Effect or be reasonably likely, individually or in the aggregate, to prevent, materially delay, or materially impair the ability of Southwest or Merger Sub to perform its obligations under this Agreement and approval of listing of such Fifth Third Common Stock on or to consummate the Nasdaq Global Select Markettransactions contemplated by this Agreement, no consents or consents, approvals of or of, filings or registrations with with, or Orders, authorizations, or authority of any Governmental Entity Authority are necessary in connection with (i) the execution and delivery by Southwest and Merger Sub of this Agreement, (ii) the consummation by First Charter of the Merger and the other transactions contemplated by this Agreement. No consents or approvals Agreement by Southwest and Merger Sub, and (iii) the performance by Southwest and Merger Sub of or filings or registrations with any Governmental Entity are necessary in connection with the execution and delivery by First Charter of this Agreementtheir obligations hereunder.

Consents and Approvals. Except for (ai) the filing of applications and notices, as applicable, with the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) under the BHC Act, the Federal Reserve Act, as amended, and the Office of the Commissioner of Banks of the State of North Carolina Act and approval of such applications and notices, (bii) the filing of any required applications, filings or notices with the FDIC United Kingdom Financial Services Authority (the “FSA”), the Canadian Office of the Superintendent of Financial Institutions (the “OSFI”) and any other foreign, federal or state banking, insurance or other regulatory or self-regulatory authorities or any courts, administrative agencies or commissions or other governmental authorities or instrumentalities (each a “Governmental Entity”) and approval of such applications, filings and notices (the “Other Regulatory Approvals”), (ciii) the filing with the Securities and Exchange Commission (the “SEC”) of a Proxy Statement in definitive form relating to the meeting of First CharterMBNA’s shareholders stockholders 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 will be included as a prospectus, and declaration of effectiveness of the Form S-4 and the filing and effectiveness of the registration statement contemplated by Section 1.6(d1.5(e), (div) the filing of the Ohio Certificate of Merger with the Secretary of State of the State of Ohio Delaware pursuant to the OGCL DGCL and the filing of the Articles of Merger with the Secretary Maryland State Department of State of the State of North Carolina Assessments and Taxation pursuant to the NCBCAMGCL, (ev) 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 advisers or transfer agents, and federal commodities laws relating to the regulation of futures commission merchants and the rules and regulations thereunder and of any applicable industry self-regulatory organization (“SRO”), and the rules and regulations of the Nasdaq Global Select Market Global Select MarketNYSE, or that are required under consumer finance, mortgage banking and other similar laws, (f) notices or filings under the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), if any, and (gvii) 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 Fifth Third Bank of America Common Stock pursuant to this Agreement and approval of listing of such Fifth Third Bank of America Common Stock on the Nasdaq Global Select MarketNYSE, no consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with the consummation by First Charter MBNA of the 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 First Charter MBNA of this Agreement or the Stock Option Agreement.

Consents and Approvals. Except for (a) the filing of applications a notification and notices, as applicable, with report form under the Board of Governors HSR Act and the termination or expiration of the Federal Reserve System (the “Federal Reserve Board”) waiting period under the BHC HSR Act, the Federal Reserve Act, as amended, and the Office of the Commissioner of Banks of the State of North Carolina and approval of such applications and notices, (b) the filing of any other required applications, filings applications or notices with the FDIC and any other federal state or state banking, insurance or other regulatory or self-regulatory authorities or any courts, administrative foreign agencies or commissions or other governmental authorities or instrumentalities (each a “Governmental Entity”) and approval of such applications, filings applications and notices (the “"Other Regulatory Required Governmental Approvals”"), (c) the filing with the Securities and Exchange Commission (the “SEC”) SEC of a Proxy Statement in definitive form joint proxy statement/prospectus relating to the meeting of First Charter’s shareholders matters to be held in connection with this Agreement submitted to Parent's stockholders at the Parent Stockholders Meeting and to Company's stockholders at the transactions contemplated by this Agreement Company Stockholders Meeting (such joint proxy statement/prospectus, and any amendments or supplements thereto, the “"Joint Proxy Statement”/Prospectus") and of a registration statement on Form S-4 with respect to the issuance of Parent Common Stock in the Merger (the “such Form S-4”) in which the Proxy Statement will be included as a prospectus, and declaration of effectiveness of any amendments or supplements thereto, the "Form S-4 and the filing and effectiveness of the registration statement contemplated by Section 1.6(dS-4"), (d) the filing of the Ohio Certificate of Merger with the Secretary of State of the State of Ohio pursuant to the OGCL and the Articles of Merger with the Secretary of State of the State of North Carolina pursuant to the NCBCAMerger, (e) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment advisers or transfer agents, and federal commodities laws relating to the regulation of futures commission merchants and the rules and regulations thereunder and of any applicable industry self-regulatory organization (“SRO”), and the rules and regulations of the Nasdaq Global Select Market Global Select Market, or that are required under consumer finance, mortgage banking and other similar lawsNASDAQ, (f) notices or filings under the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), if any, and (g) 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 Fifth Third Parent Common Stock pursuant to this Agreement (the consents, approvals, filings and approval registration required under or in relation to the foregoing clauses (b) though (f) being referred to as "Necessary Approvals") and (g) such other consents, approvals, filings and registrations the failure of listing of such Fifth Third Common Stock which to obtain or make would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Company or the Nasdaq Global Select MarketSurviving Entity, no consents or approvals of or filings or registrations with any supranational, national, state, municipal, local or foreign government, any instrumentality, subdivision, court, administrative agency or commission or other authority thereof, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority (each, a "Governmental Entity Entity") are necessary in connection with (i) the execution and delivery by Company of this Agreement, (ii) the performance by Company of its obligations under this Agreement and (iii) the consummation by First Charter Company of the 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 First Charter of this Agreement.

Consents and Approvals. (a) Except for (ai) the filing of applications any required applications, notices and noticeswaiver requests, as applicable, for the Merger and the Bank Mergers with (x) the Board of Governors of the Federal Reserve System (the “Federal Reserve BoardReserve”) under the BHC ActAct and the Bank Merger Act and the regulations promulgated pursuant thereto, (y) the Federal Reserve ActCDBO under the California banking laws or regulations and the Texas Department of Banking (“TDB”) under the Texas banking laws or regulations, as amendedand (z) the China Banking Regulatory Commission (“CBRC”), and the Office approval of or nonobjection to the foregoing applications, notices and waiver requests (collectively, the “Required Regulatory Approvals”), (ii) the filing with the Securities and Exchange Commission (“SEC”) of a registration statement on Form S-4 to register the East West Common Shares under the Securities Act of 1933, as amended (the “Securities Act”), that will be issued in connection with the Merger (such Form S-4, and any amendments or supplements thereto, the “Registration Statement”), which will include the proxy statement/prospectus to be used in soliciting the approval of MetroCorp’s stockholders at the MetroCorp Special Meeting (such proxy statement as amended or supplemented is referred to herein as the “Proxy Materials”), (iii) the approval of this Agreement by the requisite vote of the Commissioner stockholders of Banks MetroCorp, (iv) the filing of the Certificate of Merger with the Secretary of State of the State of North Carolina Delaware pursuant to the DGCL and approval the Secretary of such applications and noticesState of the State of Texas pursuant to the TBOC, (bv) the filing of any required applicationsthe Bank Merger Agreements with the CDBO and the California Secretary of State to give effect to the Bank Mergers, (vi) such other 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 securities or antitrust laws of any foreign country, and (vii) such filings, authorizations or approvals as may be set forth in Section 3.4 of MetroCorp Disclosure Schedule, no consents or approvals of or notices to or filings with the FDIC and any other foreign, federal or state banking, insurance or other regulatory or regulatory, self-regulatory or enforcement authorities or any courts, administrative agencies or commissions or other governmental authorities or instrumentalities (each each, a “Governmental Entity”) or the NASDAQ, state securities authorities, the Financial Industry Regulatory Authority, applicable securities, commodities and approval of such applications, filings and notices (the “Other Regulatory Approvals”), (c) the filing with the Securities and Exchange Commission (the “SEC”) of a Proxy Statement in definitive form relating to the meeting of First Charter’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 (the “Form S-4”) in which the Proxy Statement will be included as a prospectusfutures exchanges, and declaration of effectiveness of the Form S-4 and the filing and effectiveness of the registration statement contemplated by Section 1.6(d), (d) the filing of the Ohio Certificate of Merger with the Secretary of State of the State of Ohio pursuant to the OGCL and the Articles of Merger with the Secretary of State of the State of North Carolina pursuant to the NCBCA, (e) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment advisers or transfer agents, and federal commodities laws relating to the regulation of futures commission merchants and the rules and regulations thereunder and of any applicable other industry self-regulatory organization organizations (each, an “SRO”), and the rules and regulations of the Nasdaq Global Select Market Global Select Market, or that are required under consumer finance, mortgage banking and other similar laws, (f) notices or filings under the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), if any, and (g) 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 Fifth Third Common Stock pursuant to this Agreement and approval of listing of such Fifth Third Common Stock on the Nasdaq Global Select Market, no consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with (1) the execution and delivery by MetroCorp of this Agreement, (2) the consummation by First Charter MetroCorp of the 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 First Charter the Banks of this Agreementthe Bank Merger Agreements, and (4) the consummation by the Banks of the Bank Mergers 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 MetroCorp.

Consents and Approvals. Except for (a) the filing of applications and notices, as applicable, with the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) Board under the BHC Act, the Federal Reserve Act, as amended, and the Office of the Commissioner of Banks of the State of North Carolina Act and approval of such applications and notices, (b) the filing pre-merger notification requirements 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”) and approval of such applications, filings and notices (the “Other Regulatory Approvals”)HSR Act, (c) the State Approvals, (d) the filing with the Securities and Exchange Commission (SEC of the “SEC”) of a Joint Proxy Statement in definitive form relating to the meeting of First Charter’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 (the “Form S-4”) in which the Joint Proxy Statement will be included as a prospectus, prospectus and declaration any filings under the Securities Act required in connection with the issuance of effectiveness shares of U.S. Bancorp Common Stock pursuant to the Form S-4 and the filing and effectiveness of the registration statement contemplated by Section 1.6(d)U.S. Bancorp Option Agreement, (de) the filing of the Ohio Certificate of Merger Wisconsin Articles with the Secretary of State of the State of Ohio Wisconsin Depart- ment pursuant to the OGCL and WBCL, (f) the Articles filing of Merger the Delaware Certificate with the Delaware Secretary of State of the State of North Carolina pursuant to the NCBCADGCL, (eg) 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, insurance companies and agents, investment advisers or transfer agents, and federal commodities laws relating to the regulation of futures commission merchants and the rules and regulations thereunder and of any applicable industry self-regulatory organization (“SRO”), and the rules and regulations of the Nasdaq Global Select Market Global Select MarketNYSE, or that are required under consumer finance, mortgage banking and other similar laws, (f) notices or filings under the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), if any, laws and (gh) 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 Fifth Third Surviving Corporation Common Stock pursuant to this Agreement and approval or the resale of listing shares of such Fifth Third U.S. Bancorp Common Stock on as contemplated by the Nasdaq Global Select MarketU.S. Bancorp Stock Option Agreement, no consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with the consummation by First Charter of the 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 (i) the execution and delivery by First Charter U.S. Bancorp of this AgreementAgreement and (ii) the consummation by U.S. Bancorp of the transactions contemplated hereby, except to the extent that the absence of any such consent, authorization, approval, filing or exemption would not, individually or in the aggregate, have a Material Adverse Effect on U.S. Bancorp or the Surviving Corporation.

Consents and Approvals. Except No consent, approval, authorization, Order, registration or qualification of or with any Governmental Entity having jurisdiction over any of the Debtors or any of their properties is required for the execution and delivery by the Company and, to the extent relevant, the other Debtors, of this Agreement, the Plan and the other Transaction Agreements, the compliance by the Company and, to the extent relevant, the other Debtors, with the provisions hereof and thereof and the consummation of the transactions contemplated herein and therein, except for (a) the filing of applications and notices, as applicable, with the Board of Governors entry of the Federal Reserve System (Rights Offering Approval Order authorizing the “Federal Reserve Board”) under Debtors to assume this Agreement and perform the BHC Act, the Federal Reserve Act, as amended, and the Office of the Commissioner of Banks of the State of North Carolina and approval of such applications and noticesRights Offering Approval Obligations, (b) entry by the filing of any required applicationsBankruptcy Court, filings or notices with the FDIC and any other federal or state bankingcourt of competent jurisdiction, insurance or other regulatory or selfof Orders as may be necessary in the Cases from time-regulatory authorities or any courts, administrative agencies or commissions or other governmental authorities or instrumentalities (each a “Governmental Entity”) and approval of such applications, filings and notices (the “Other Regulatory Approvals”), to-time; (c) the filing with entry of the Securities and Exchange Commission Confirmation Order, (the “SEC”d) filings, notifications, authorizations, approvals, consents, clearances or termination or expiration of a Proxy Statement in definitive form relating to the meeting of First Charter’s shareholders to be held all applicable waiting periods under any Antitrust Laws 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 will be included as a prospectus, and declaration of effectiveness of the Form S-4 and the filing and effectiveness of the registration statement contemplated by Section 1.6(d), (d) the filing of the Ohio Certificate of Merger with the Secretary of State of the State of Ohio pursuant to the OGCL and the Articles of Merger with the Secretary of State of the State of North Carolina pursuant to the NCBCAAgreement, (e) any such consents, approvals, authorizations, approvals, filings registrations or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment advisers or transfer agents, and federal commodities laws relating to the regulation of futures commission merchants and the rules and regulations thereunder and of any applicable industry self-regulatory organization (“SRO”), and the rules and regulations of the Nasdaq Global Select Market Global Select Market, or that are qualifications as may be required under consumer finance, mortgage banking and other similar laws, (f) notices or filings under the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), if any, and (g) such filings and approvals as are required to be made or obtained under the state securities or “Blue Sky” laws of various states Laws in connection with the purchase of the Unsubscribed Notes by the Commitment Parties, the issuance of the shares Subscription Rights, the issuance of Fifth Third Common Stock the Rights Offering Notes pursuant to this Agreement and approval of listing of such Fifth Third Common Stock on the Nasdaq Global Select Market, no consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with the consummation by First Charter exercise of the Merger Subscription Rights or the issuance of Rights Offering Notes as payment of the Commitment Payment and (f) any consents, that if not made or obtained, would not reasonably be expected to have, individually or in 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 First Charter of this Agreementaggregate, a Material Adverse Effect.

Consents and Approvals. Except for (a) the filing of applications and notices, as applicable, with the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) a notification under the BHC Act, the Federal Reserve Act, HSR Act (as amended, and the Office of the Commissioner of Banks of the State of North Carolina and approval of such applications and noticesdefined below), (b) the Company Stockholder Approval, (c) the filing of any required applications, filings or notices the Certificate of Merger with the FDIC Secretary pursuant to the DGCL, (d) the issuance by the Federal Communications Commission ("FCC"), or the FCC staff pursuant to delegated authority, of the approval required to consummate the transactions contemplated hereby under the Communications Act of 1934, as amended ("Communications Act"), 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”) the policies and approval regulations of such applications, filings and notices the FCC implementing the Communications Act (the “Other Regulatory Approvals”"FCC Approval"), (ce) such filings, authorizations or approvals as may be set forth in Section 4.4 of the Company Disclosure Schedule, (f) the filing with the Securities and Exchange Commission (the “"SEC”") of a (i) the Joint Proxy Statement in definitive form relating to Statement/Prospectus (as defined below) and (ii) such reports under Sections 13(a), 13(b), 13(g) and 16(a) of the meeting Securities Exchange Act of First Charter’s shareholders to 1934, as amended (the "Exchange Act"), as may be held required 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 will be included as a prospectus, and declaration of effectiveness of the Form S-4 hereby and the filing and effectiveness obtaining from the SEC of the registration statement contemplated by Section 1.6(d)such orders as may be required in connection therewith, (dg) the filing consent of the Ohio Certificate of Merger with the Secretary of State of the State of Ohio Sprint Communications Company, L.P., Sprint Spectrum, L.P. and Wireless Co, L.P. (collectively, "Sprint PCS") required pursuant to the OGCL and the Articles of Merger with the Secretary of State terms of the State of North Carolina pursuant to Company Sprint Agreements (as defined below) (the NCBCA"Company Sprint Consent"), and (eh) any such consents, authorizations, approvals, filings or exemptions in connection with compliance with registrations, the applicable provisions failure of federal and state securities laws relating to the regulation of broker-dealers, investment advisers or transfer agents, and federal commodities laws relating to the regulation of futures commission merchants and the rules and regulations thereunder and of any applicable industry self-regulatory organization (“SRO”), and the rules and regulations of the Nasdaq Global Select Market Global Select Market, or that are required under consumer finance, mortgage banking and other similar laws, (f) notices or filings under the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), if any, and (g) such filings and approvals as are required which to be made made, individually or obtained under in the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of Fifth Third Common Stock pursuant aggregate, would not reasonably be expected to this Agreement and approval of listing of such Fifth Third Common Stock have a Material Adverse Effect on the Nasdaq Global Select MarketCompany, 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"; it being understood that, for purposes of this Agreement, "Governmental Entity" shall include the FCC, the Federal Aviation Administration and state public service and public utility commissions (and similar state commissions)) or with any Governmental Entity are necessary in connection with the consummation by First Charter of the Merger and the other transactions contemplated by this Agreement. No consents or approvals of or filings or registrations with any Governmental Entity third party are necessary in connection with the execution and delivery by First Charter the Company of this AgreementAgreement or the consummation by the Company of the Merger and the other transactions contemplated hereby.

Consents and Approvals. Except for (a) the filing of applications applications, filings and notices, as applicable, with the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) under the BHC Act, the Federal Reserve Act, as amended, and the Office of the Commissioner of Banks of the State of North Carolina and approval of such applications and noticesNYSE, (b) 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”) and approval SEC of such applications, filings and notices (the “Other Regulatory Approvals”), (c) the filing with the Securities and Exchange Commission (the “SEC”) of a Proxy Joint Statement in definitive form relating to the meeting of First Charter’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 (the “Form S-4”) in which the Proxy Joint Statement will be included as a prospectus, and declaration of effectiveness of the Form S-4 S-4, and such reports and filings under the Securities Act or the Exchange Act, as may be required in connection with this Agreement and the transactions contemplated hereunder, (c) the filing and effectiveness of the registration statement contemplated by Section 1.6(d)Certificate of Merger with the Delaware Secretary pursuant to the DGCL, (d) the filing of any notices or other filings under the Ohio Certificate of Merger with the Secretary of State of the State of Ohio pursuant to the OGCL HSR Act, and the Articles of Merger with the Secretary of State of the State of North Carolina pursuant to the NCBCA, (e) any such other consents, authorizations, approvals, filings or exemptions registrations as may be required under any antitrust or competition Laws of non-U.S. jurisdictions, (e) the applications, filings, consents and notices, as applicable, set forth in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment advisers or transfer agents, and federal commodities laws relating to the regulation of futures commission merchants and the rules and regulations thereunder and of any applicable industry self-regulatory organization (“SRO”), and the rules and regulations Section 4.4 of the Nasdaq Global Select Market Global Select Market, or that are required under consumer finance, mortgage banking and other similar lawsParent Disclosure Schedule, (f) notices or filings under the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), if any, and (g) 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 Parent Share Issuance and the approval of the shares of Fifth Third Common Stock pursuant to this Agreement and approval of listing of such Fifth Third Parent Common Stock on the Nasdaq Global Select MarketNYSE, (g) the filings required in accordance with Part 12 of the FSMA to obtain the FCA Approval and (h) subject to Section 6.1(j), a Prospectus, if required, being approved by the FCA, no consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with (i) the execution and delivery by each of Parent and Merger Sub of this Agreement or (ii) the consummation by First Charter each of Parent and Merger Sub of the 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 First Charter of this Agreementhereby.

Consents and Approvals. Except for (a) the filing of applications applications, filings and notices, as applicable, with the Board of Governors of NYSE and the Federal Reserve System London Stock Exchange (the “Federal Reserve Board”) under the BHC Act, the Federal Reserve Act, as amended, and the Office of the Commissioner of Banks of the State of North Carolina and approval of such applications and notices, (b) 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”) and approval of such applications, filings and notices (the “Other Regulatory ApprovalsLSE”), (cb) the filing with the Securities and Exchange Commission (the “SEC”) of a Proxy Statement in definitive form joint proxy statement relating to the meeting of First CharterParent’s shareholders to be held for the purpose of obtaining the Requisite Parent Vote and the meeting of the Company’s stockholders to be held for the purpose of obtaining the Requisite Company Vote, in each case, in connection with this Agreement and the transactions contemplated by this Agreement hereby (including any amendments or supplements thereto, the “Joint Proxy Statement”) ), in definitive form, and of a the registration statement on Form S-4 (the “Form S-4”) in which the Joint Proxy Statement (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 Form S-4 S-4, and such reports and filings under the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as may be required in connection with this Agreement and the transactions contemplated hereunder, (c) the filing and effectiveness of the registration statement contemplated by Section 1.6(d)Certificate of Merger with the Delaware Secretary pursuant to the DGCL, (d) the filing of the Ohio Certificate of Merger with the Secretary of State of the State of Ohio pursuant to the OGCL and the Articles of Merger with the Secretary of State of the State of North Carolina pursuant to the NCBCA, (e) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment advisers or transfer agents, and federal commodities laws relating to the regulation of futures commission merchants and the rules and regulations thereunder and of any applicable industry self-regulatory organization (“SRO”), and the rules and regulations of the Nasdaq Global Select Market Global Select Market, or that are required under consumer finance, mortgage banking and other similar laws, (f) notices or other filings under the HxxxXxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended 1976 (the “HSR Act”), if anyand such other consents, approvals, filings or registrations as may be required under any antitrust or competition Laws of non-U.S. jurisdictions, (e) the applications, filings, consents and notices, as applicable, set forth in Section 3.4 of the Company Disclosure Schedule, (gf) 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 Fifth Third Parent Common Stock in connection with the Merger pursuant to this Agreement (“Parent Share Issuance”) and the approval of the listing of such Fifth Third Parent Common Stock on the Nasdaq Global Select MarketNYSE, (g) the filings required in accordance with Part 12 of the United Kingdom’s Financial Services and Markets Xxx 0000 (“FSMA”) to obtain the approval of the UK Financial Conduct Authority (“FCA”) of the change of control resulting from the transactions contemplated hereby (such approval, the “FCA Approval”) and (h) subject to Section 6.1(j), a prospectus (or a document containing information which is regarded by the FCA as being equivalent to that of a prospectus pursuant to the Prospectus Rules), if required, prepared in accordance with the Prospectus Rules under section 73A of FSMA being approved by the FCA (such document, a “Prospectus”), 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 or supra-national authority (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 First Charter the Company of the 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 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 First Charter of this Agreementcontract market.

Consents and Approvals. Except for (a) the filing of applications and notices, as applicable, with the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) under the BHC Act, the Federal Reserve Act, as amended, and the Office of the Commissioner of Banks of the State of North Carolina and approval of such applications and notices, (b) 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”) and approval of such applications, filings and notices (the “Other Regulatory Approvals”), (ci) the filing with the Securities and Exchange Commission (the “SEC”) of a Proxy Statement proxy statement in definitive form relating to the meeting of First Charter’s shareholders the stockholders of the Company to be held in connection with this Agreement and to vote on the transactions contemplated by adoption of this Agreement (the “Proxy Statement/Prospectus”) and the filing and declaration of a effectiveness of the registration statement on Form S-4 (the “Form S-4”) in which the Proxy Statement Statement/Prospectus will be included as a prospectus, prospectus and declaration any filings or approvals under applicable state securities laws with respect to the issuance of effectiveness of Acquiror Common Stock in connection with the Form S-4 and the filing and effectiveness of the registration statement contemplated by Section 1.6(d)Merger, (diii) the filing of the Ohio Certificate of Merger with the Secretary of State of the State of Ohio pursuant to the OGCL and the Articles of Merger with the Secretary of State of the State of North Carolina pursuant to the NCBCADelaware, (eiv) the adoption of this Agreement by the Required Company Vote, (v) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment advisers or transfer agents, and federal commodities laws relating to the regulation of futures commission merchants and the rules and regulations thereunder and of any applicable industry self-regulatory organization (“SRO”), and the rules and regulations of the Nasdaq Global Select Market Global Select Market, or that are required under consumer finance, mortgage banking and other similar laws, (f) notices or filings under the HxxxXxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), if anyand the expiration or termination of any applicable waiting periods thereunder, (vi) the filings, approvals and consents required pursuant to applicable antitrust or competition laws of foreign Governmental Entities as set forth in Section 4.4(vi) of the Company Disclosure Letter, (vii) the consents, authorizations, approvals, filings or exemptions pursuant to the applicable provisions of federal, state or foreign securities Laws, (viii) the consents and approvals set forth in Section 4.4(viii) of the Company Disclosure Letter, and (gix) such the consents, authorizations, approvals, filings and approvals as registrations of third parties which are required not Governmental Entities, the failure of which to obtain or make would not be made reasonably expected to have, individually or obtained under in the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of Fifth Third Common Stock pursuant to this Agreement and approval of listing of such Fifth Third Common Stock aggregate, a Material Adverse Effect on the Nasdaq Global Select MarketCompany or Acquiror, no consents or approvals of of, or filings or registrations with, any court, administrative agency or commission or other governmental or regulatory authority or instrumentality or self-regulatory organization (each, a “Governmental Entity”) or of or with any Governmental Entity other third party by and on behalf of the Company or any of its Subsidiaries (or by or on behalf of any acquiror of the Company) are necessary in connection with (A) the execution and delivery by the Company of this Agreement and (B) the consummation by First Charter the Company of the 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 First Charter of this Agreement.

Consents and Approvals. Except for (a) the filing of applications and notices, as applicable, with the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) under the BHC Act, the Federal Reserve Act, as amended, and the Office of the Commissioner of Banks of the State of North Carolina and approval of such applications and notices, (b) 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”) and approval of such applications, filings and notices (the “Other Regulatory Approvals”), (ci) the filing with the Securities and Exchange Commission (the “SEC”) SEC of a Proxy Statement in definitive form relating to the meeting of First CharterCompany’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 (the “Form S-4”) in which the Proxy Statement will be included as a prospectus, and declaration of effectiveness of the Form S-4 and the filing and effectiveness of the registration statement contemplated by Section 1.6(d), (dii) the filing of the Ohio Certificate of Merger with the Secretary of State of the State of Ohio Delaware pursuant to the OGCL and the Articles of Merger with the Secretary of State of the State of North Carolina pursuant to the NCBCADGCL, (eiii) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment advisers or transfer agents, and federal commodities laws relating to the regulation of futures commission merchants and the rules and regulations thereunder and of any applicable industry self-regulatory organization (“SRO”), and the rules and regulations of the Nasdaq Global Select Market Global Select MarketNASDAQ, or that are required under consumer finance, mortgage banking insurance industry regulations and other similar laws, (fiv) notices or filings required under the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976HSR Act, as amended (v) the regulatory consents, approvals and clearances from banking regulatory Governmental Authorities set forth on Disclosure Schedule 3.7(A) (the “HSR ActBanking Regulatory Consents”), if any(vi) the regulatory consents, approvals and clearances from insurance regulatory Governmental Authorities set forth on Disclosure Schedule 3.7(B) (gthe “Insurance Regulatory Consents”), (vii) the regulatory consents, approvals, clearances and licenses from lender services regulatory Governmental Authorities set forth on Disclosure Schedule 3.7(C) (the “Lender Services Regulatory Consents and Licenses”), or (viii) such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings and approvals as are required the failure of which to be obtained or made would not, individually or obtained in the aggregate, have or be reasonably likely to have a material adverse effect on the ability of Company and its Subsidiaries to perform their obligations under the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of Fifth Third Common Stock pursuant to this Agreement and approval of listing of such Fifth Third Common Stock on or consummate the Nasdaq Global Select Market, transactions contemplated hereby no consents or approvals of or filings or registrations with any Governmental Entity Authority are necessary to be obtained or made by Company or any of its Subsidiaries in connection with the consummation by First Charter Company of the Merger and the other transactions contemplated by this Agreement. No consents or approvals of or filings or registrations with any Governmental Entity Authority are necessary in connection with the execution and delivery by First Charter Company of this Agreement.

Consents and Approvals. Except Assuming the accuracy of the Investors’ representations and warranties in Section 4, no consent, approval, authorization, order, registration or qualification of or with any court or governmental agency or body having jurisdiction over the Company or any of its subsidiaries or any of its properties is required for the distribution of the Rights, the sale, issuance and delivery of the Notes upon exercise of the Rights, the issuance, sale and delivery of Unsubscribed Notes to the Investors hereunder, the consummation of the Rights Offering by the Company and the execution and delivery by the Company of this Agreement or the Plan and performance of and compliance by it with all of the provisions hereof and thereof (a) including payment of the filing Put Option Premium and Transaction Expenses of applications and noticesthe Investors, as applicable, with as required hereby) and the Board of Governors consummation of the Federal Reserve System Restructuring, except (i) the “Federal Reserve Board”entry of the Confirmation Order and the PSA Approval Order, if applicable, (ii) any applicable filings under the BHC ActAntitrust laws, the Federal Reserve Act, as amendedif required, and the Office of the Commissioner of Banks of the State of North Carolina and approval of (iii) such applications and noticesconsents, (b) the filing of any approvals, authorizations, registrations or qualifications 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”) and approval of such applications, filings and notices (the “Other Regulatory Approvals”), (c) the filing with the Securities and Exchange Commission (the “SEC”) of a Proxy Statement in definitive form relating to the meeting of First Charter’s shareholders to be held in connection with this Agreement and for the transactions contemplated by this Agreement (the absence of which would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. For purposes of this Agreement, “Proxy Statement”) and of a registration statement on Form S-4 (the “Form S-4”) in which the Proxy Statement will be included as a prospectus, and declaration of effectiveness of the Form S-4 and the filing and effectiveness of the registration statement contemplated by Section 1.6(d), (d) the filing of the Ohio Certificate of Merger with the Secretary of State of the State of Ohio pursuant to the OGCL and the Articles of Merger with the Secretary of State of the State of North Carolina pursuant to the NCBCA, (e) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment advisers or transfer agents, and federal commodities laws relating to the regulation of futures commission merchants and the rules and regulations thereunder and of any applicable industry self-regulatory organization (“SRO”), and the rules and regulations of the Nasdaq Global Select Market Global Select Market, or that are required under consumer finance, mortgage banking and other similar Antitrust laws, (f) notices or filings under ” means the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), if anyamended, and the rules and regulations promulgated thereunder and any similar law enforced by any governmental antitrust entity of any jurisdiction (gforeign or domestic) such filings regarding pre-acquisition notifications for the purpose of competition reviews of mergers and approvals acquisitions, the Sxxxxxx Act, as amended, the Cxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, and all other applicable laws that are required designed or intended to be made prohibit, restrict or obtained under regulate actions or transactions having the securities purpose or “Blue Sky” laws effect of various states in connection with the issuance monopolization or restraint of the shares trade or lessening of Fifth Third Common Stock pursuant to this Agreement and approval of listing of such Fifth Third Common Stock on the Nasdaq Global Select Market, no consents competition through merger or approvals of acquisition or filings or registrations with any Governmental Entity are necessary in connection with the consummation by First Charter of the 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 First Charter of this Agreementeffectuating foreign investment.

Consents and Approvals. Except for (ai) the filing of applications and notices, as applicable, with the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) under the BHC Act, the Federal Reserve Act, as amended, and the Office of the Commissioner of Banks of the State of North Carolina and approval of such applications and notices, (bii) the filing of any other required applications, filings applications or notices with the FDIC and any other state, federal or state banking, insurance or other regulatory or self-regulatory authorities or any courts, administrative foreign agencies or commissions or other governmental authorities or instrumentalities (each a “Governmental Entity”) and approval of such applications, filings applications and notices (the “Other Regulatory State Approvals”), (ciii) the filing with the Securities and Exchange Commission (the “SEC”) of a Proxy Statement joint proxy statement in definitive form relating to the meeting meetings of First CharterLSB’s and FNB’s shareholders to be held in connection with this Agreement and the transactions contemplated by this Agreement hereby (the “Joint Proxy Statement”) ), and of a the 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 Form S-4 and the filing and effectiveness of the registration statement contemplated by Section 1.6(d), (div) the filing of the Ohio Certificate of Merger with the Secretary of State of the State of Ohio pursuant to the OGCL and the Articles of Merger with the Secretary of State of the State of North Carolina Secretary pursuant to the NCBCANCBCA and Chapter 53 of the North Carolina General Statutes, (ev) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment advisers or transfer agents, and federal commodities laws relating to the regulation of futures commission merchants and the rules and regulations thereunder thereunder, and of any applicable industry self-regulatory organization (“SRO”), and the rules and regulations of the Nasdaq Global Select Market Global Select Market, or that which are required under consumer finance, mortgage banking and other similar laws, (f) notices or filings under the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), if any, and (gvi) 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 Fifth Third LSB Common Stock pursuant to this Agreement and (vii) the approval of listing this Agreement by the requisite votes of such Fifth Third Common Stock on the Nasdaq Global Select Marketshareholders of FNB and LSB (including the approval of the amendments of the Charter contemplated by Sections 1.1 and 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 LSB of this Agreement and (B) the consummation by First Charter LSB of the 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 First Charter of this Agreementhereby.

Consents and Approvals. Except for (ai) the filing of applications and notices, as applicable, with the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) Board under the BHC ActAct (including with respect to the qualification of TopCo and IntermediateCo as bank holding companies and the indirect acquisition by Parent of the Company’s interest in Pennsylvania Commerce), the Federal Reserve ActNew Jersey Department of Banking and Insurance, as amended, the Pennsylvania Department of Banking and the Office Superintendent of Financial Institutions (Canada) and the Commissioner of Banks of the State of North Carolina and approval of such applications and notices, (bii) 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”) and approval of such applications, filings the listing on the Toronto Stock Exchange and notices (the “Other Regulatory Approvals”)New York Stock Exchange of the Parent Common Shares to be issued in the Merger and to be reserved for issuance upon exercise of the Parent Options issued in substitution for Company Options pursuant to Section 2.4, (ciii) the filing with the Securities and Exchange Commission (SEC of the “SEC”) of a Proxy Statement in definitive form relating to the meeting of First Charter’s shareholders to be held in connection with this Agreement Statement/Prospectus 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 will be included as a prospectus, filing and declaration of effectiveness of the Form S-4 and the filing and effectiveness of the registration statement contemplated by Section 1.6(d)on Form F-4 in which the Proxy Statement/Prospectus will be included as a prospectus and any filings or approvals under applicable state securities Laws, (div) the filing of the Ohio Certificate of Merger with the Secretary of State New Jersey Department of the State Treasury, Division of Ohio Commercial Recording pursuant to the OGCL NJBCA and such other Governmental Entities as required by the NJBCA, (v) the approval of this Agreement by the Required Company Vote, (vi) any notices or filings under the HSR Act and the Articles expiration or termination of Merger with the Secretary of State of the State of North Carolina pursuant to the NCBCAany applicable waiting periods thereunder, (evii) any the consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and federal, state or provincial securities laws Laws or the rules or regulations of any applicable self-regulatory organization, in any such case relating to the regulation of broker-dealers, investment advisers or transfer agents, companies and federal commodities laws relating to the regulation of futures commission merchants and the rules and regulations thereunder and of any applicable industry self-regulatory organization (“SRO”), and the rules and regulations of the Nasdaq Global Select Market Global Select Market, or that are required under consumer finance, mortgage banking and other similar lawsinvestment advisors, (fviii) notices the consents, authorizations, approvals, filings or filings under the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), if any, and (g) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states exemptions in connection with the issuance applicable provisions of insurance Laws and (ix) the shares consents, authorizations, approvals, filings and registrations of Fifth Third Common Stock pursuant third parties which are not Governmental Entities, the failure of which to this Agreement and approval of listing of such Fifth Third Common Stock obtain or make would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect on the Nasdaq Global Select MarketParent, no consents or approvals of of, or filings or registrations with with, any Governmental Entity or of or with any other third party by and on behalf of Parent or Merger Sub are necessary in connection with (A) the execution and delivery by Parent and Merger Sub of this Agreement and (B) the consummation by First Charter Parent and Merger Sub of the 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 First Charter of this Agreementhereby.

Consents and Approvals. Except for (ai) the filing of applications applications, filings and notices, as applicable, with the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) under the BHC Act, the Federal Reserve Act, as amended, and the Office of the Commissioner of Banks of the State of North Carolina and approval of such applications and notices, (b) 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”) Act and approval of such applications, filings and notices notices, (ii) the filing of applications, filings and notices, as applicable, with the Federal Reserve 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 Maryland Office of the Commissioner of Financial Regulation (the “Other Regulatory ApprovalsMaryland Office”)) and the Virginia Bureau of Financial Institutions (“Virginia Bureau”) in connection with the Bank Merger and approval of such applications, filings and notices, (civ) the filing with the Securities and Exchange Commission (the “SEC”) of a Proxy Statement proxy statement in definitive form relating to the meeting meetings of First Charterthe Company’s shareholders and Parent’s stockholders to be held in connection with this Agreement and the transactions contemplated by this Agreement hereby (including any amendments or supplements thereto, the “Joint Proxy Statement”) ), and of a the registration statement on Form S-4 (the “Form S-4”) in which the Proxy Statement will be included as a prospectus, to be filed with the SEC by Parent in connection with the transactions contemplated by this Agreement (including any amendments or supplements thereto, the “Form S-4”) and declaration of effectiveness of the Form S-4 and the filing and effectiveness of the registration statement contemplated by Section 1.6(d)S-4, (dv) the filing of the Ohio Certificate of Merger with the Secretary of State of the State of Ohio other filings and reports as required pursuant to the OGCL and the Articles of Merger with the Secretary of State of the State of North Carolina pursuant to the NCBCA, (e) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment advisers or transfer agents, and federal commodities laws relating to the regulation of futures commission merchants and the rules and regulations thereunder and of any applicable industry self-regulatory organization (“SRO”), and the rules and regulations of the Nasdaq Global Select Market Global Select Market, or that are required under consumer finance, mortgage banking and other similar laws, (f) notices or filings under the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Securities Exchange Act of 19761934, as amended (the “HSR Exchange Act”), if any(vi) the filing of Articles of Merger with the Virginia State Corporation Commission pursuant to the VSCA, and (gvii) 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 Fifth Third Parent Common Stock pursuant to this Agreement and approval (viii) the filing with the Nasdaq Stock Market of a notification of the listing of such Fifth Third the shares of Parent Common Stock on to be issued in the Nasdaq Global Select MarketFirst-Step Merger, no consents or approvals of of, or filings or registrations with with, any governmental or regulatory authority, agency, court, commission, or other administrative entity (“Governmental Entity Entity”) or any third party are necessary required to be made or obtained in connection with the execution and delivery by the Company of this Agreement or the consummation by First Charter the Company of the First-Step 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 3.6 should not be obtained without the imposition of any condition or approvals of or filings or registrations with any Governmental Entity are necessary requirement described in connection with the execution and delivery by First Charter of this AgreementSection 7.1(c).

Consents and Approvals. Except for (a) the filing of applications applications, filings and notices, as applicable, with the Board New York Stock Exchange, (b) the filing of Governors of applications, filings and notices, as applicable, with the Federal Reserve System (the “Federal Reserve Board”) Board under the BHC Act, the Federal Reserve Act, as amended, and the Office of the Commissioner of Banks of the State of North Carolina Act and approval of such applications applications, filings and notices, (bc) 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 Mae and Xxxxxxx Mac), and approval of such applications, filings, and notices, (e) the filing of applications, filings and notices, as applicable, with the Tennessee Department of Financial Institutions in connection with the Merger and the Bank Merger and approval of such applications, filings and notices, (f) the filing of any required applications, filings or notices with any state banking authorities listed on Section 3.4 of the FDIC and any other federal Company Disclosure Schedule 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”) Section 4.4 of the Parent Disclosure Schedule and approval of such applications, filings and notices (the “Other Regulatory Approvals”)notices, (cg) the filing with the Securities and Exchange Commission (SEC of the “SEC”) of a Joint Proxy Statement in definitive form relating to the meeting of First Charter’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 (the “Form S-4”) in which the Joint Proxy Statement will be included as a prospectus, and declaration by the SEC of the effectiveness of the Form S-4 and the filing and effectiveness of the registration statement contemplated by Section 1.6(d)S-4, (dh) the filing of the Ohio Certificate of Merger with the Secretary of State of the State of Ohio pursuant to the OGCL and the Articles of Merger with the Tennessee Secretary of State of the State of North Carolina pursuant to the NCBCA, (e) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment advisers or transfer agents, and federal commodities laws relating to the regulation of futures commission merchants and the rules and regulations thereunder and of any applicable industry self-regulatory organization (“SRO”)TBCA, and the rules and regulations filing of the Nasdaq Global Select Market Global Select Market, or that are required under consumer finance, mortgage banking and other similar lawsBank Merger Certificates, (f) notices or filings under the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), if any, and (gi) 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 Fifth Third Parent Common Stock pursuant to this Agreement and (j) the approval of the listing of such Fifth Third Parent Common Stock on the Nasdaq Global Select MarketNew York Stock Exchange, 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 or Merger Sub of this Agreement or (ii) the consummation by First Charter Parent or Merger Sub of the Merger and the other transactions contemplated by this Agreementhereby (including the Bank Merger). No As of the date hereof, Parent 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 First Charter of this AgreementBank Merger on a timely basis.

Consents and Approvals. Except No consent, approval, authorization, order, registration or qualification of or with any third party or any Governmental Entity is required for the distribution of the Rights, the sale, issuance and delivery of the Offered Shares upon exercise of the Rights (a) including the filing of applications and noticesInvestor Offered Shares and, as if applicable, with the Board of Governors Investor Over-Subscription Shares), the consummation of the Federal Reserve System (the “Federal Reserve Board”) under the BHC Act, the Federal Reserve Act, as amendedRights Offering, and the Office execution and delivery by the Company of the Commissioner Transaction Agreements and performance of Banks and compliance by the Company with all of the State provisions thereof and the consummation of North Carolina the transactions contemplated therein, except (i) the registration under the Securities Act of the issuance of the Offered Shares (excluding any Investor Offered Shares and approval any Investor Over-Subscription Shares) pursuant to the exercise of such applications and noticesRights, (bii) the filing of any such consents, approvals, authorizations, registrations or qualifications as may be required applications, filings under state securities or notices with the FDIC and any other federal or state banking, insurance or other regulatory or self-regulatory authorities or any courts, administrative agencies or commissions or other governmental authorities or instrumentalities (each a “Governmental Entity”) and approval of such applications, filings and notices (the “Other Regulatory Approvals”), (c) the filing with the Securities and Exchange Commission (the “SEC”) of a Proxy Statement in definitive form relating to the meeting of First Charter’s shareholders to be held blue sky” laws in connection with this Agreement distribution of the Rights 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 will be included as a prospectus, and declaration of effectiveness issuance of the Form S-4 Offered Shares (including any Investor Offered Shares and the filing and effectiveness of the registration statement contemplated by Section 1.6(d), (dany Investor Over-Subscription Shares) the filing of the Ohio Certificate of Merger with the Secretary of State of the State of Ohio pursuant to the OGCL and the Articles exercise of Merger with the Secretary of State of the State of North Carolina pursuant to the NCBCARights, (eiii) any consents, authorizations, approvalsif applicable, filings or exemptions in connection with required under, and compliance with other applicable requirements of, the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment advisers or transfer agents, and federal commodities laws relating to the regulation of futures commission merchants and the rules and regulations thereunder and of any applicable industry self-regulatory organization (“SRO”), and the rules and regulations of the Nasdaq Global Select Market Global Select Market, or that are required under consumer finance, mortgage banking and other similar laws, (f) notices or filings under the HxxxXxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended amended, and the rules and regulations promulgated thereunder (the “HSR Act”), if any, and (giv) such filings and approvals as are required to be made or obtained under with the securities or “Blue Sky” laws of various states New York Stock Exchange in connection with the issuance listing of the Rights and the shares of Fifth Third Common Stock to be issued in the Rights Offering and pursuant to this Agreement and approval of listing of such Fifth Third Common Stock on (v) the Nasdaq Global Select Market, no consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with the consummation by First Charter registration of the Merger and resale of the other transactions contemplated by shares issued to the Investors pursuant to this Agreement. No consents , including such “blue sky” consents, approval authorizations, registrations or approvals of qualifications as may be necessary or filings or registrations with any Governmental Entity are necessary in connection with the execution and delivery by First Charter of this Agreementappropriate.

Consents and Approvals. Except for (a) the filing No consent, waiver, authorization or approval of applications and notices, as applicable, with the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) under the BHC Act, the Federal Reserve Act, as amendedany Governmental Entity, and the Office of the Commissioner of Banks of the State of North Carolina and approval of such applications and notices, (b) the no declaration or notice to or filing of or registration with 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”) and approval of such applications, filings and notices (the “Other Regulatory Approvals”), (c) the filing with the Securities and Exchange Commission (the “SEC”) of a Proxy Statement in definitive form relating to the meeting of First Charter’s shareholders to be held is necessary or required in connection with the execution and delivery of this Agreement and or the transactions contemplated Amalgamation Agreement by this Agreement the Company or the performance by the Company or its Subsidiaries of their obligations hereunder or thereunder, except for: (the “Proxy Statement”) and of a registration statement on Form S-4 (the “Form S-4”) in which the Proxy Statement will be included as a prospectus, and declaration of effectiveness of the Form S-4 and the filing and effectiveness of the registration statement contemplated by Section 1.6(d), (di) the filing of the Ohio Certificate Memorandum of Merger Association and the Amalgamation Application with the Secretary of State Registrar and appropriate documents with the relevant authorities of the State other jurisdictions in which Parent, the Company or any Subsidiary is qualified to do business; (ii) the filing of Ohio pursuant to the OGCL a Notification and the Articles of Merger with the Secretary of State of the State of North Carolina pursuant to the NCBCA, (e) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment advisers or transfer agents, and federal commodities laws relating to the regulation of futures commission merchants and the rules and regulations thereunder and of any applicable industry self-regulatory organization (“SRO”), and the rules and regulations of the Nasdaq Global Select Market Global Select Market, or that are required under consumer finance, mortgage banking and other similar laws, (f) notices or filings Report Form under the HxxxXxxx-Xxxxx-Xxxxxx Antitrust Improvements Improvement Act of 1976, as amended (the “HSR Act”)) and other filings under applicable antitrust, if anycompetition or similar laws of other jurisdictions; (iii) the filing of applications jointly by the parties with the FCC, U.S. state public utility commissions and relevant telecommunications regulatory authorities in other jurisdictions for approval of the transfer of control of the Company, and receipt of such approvals; (giv) such filings a joint filing with and approvals as are required clearance by the Committee on Foreign Investment in the United States (“CFIUS”) pursuant to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance Section 721 of the shares Defense Production Act of Fifth Third Common Stock pursuant to this Agreement 1950, as amended (the “Defense Production Act”); (v) applicable requirements of the Securities Act of 1933, as amended, and approval the rules and regulations promulgated thereunder (the “Securities Act”) and of listing the Securities Exchange Act of such Fifth Third Common Stock on 1934, as amended, and the Nasdaq Global Select Marketrules and regulations promulgated thereunder (the “Exchange Act”); (vi) the consents, no consents waivers, authorizations or approvals of or filings or registrations with any Governmental Entity are necessary in connection with set forth on Schedule 3.4; and (vii) such consents, waivers, authorizations, approvals, declarations, notices, filings or registrations, which if not obtained or made would not have, a Company Material Adverse Effect or prevent or materially delay the consummation by First Charter of the 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 Agreement and the execution and delivery by First Charter of this Amalgamation Agreement.

Consents and Approvals. Except for (a) the filing of applications and notices, as applicable, with the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) under the BHC Act, the Federal Reserve Act, as amended, and the Office of the Commissioner of Banks of the State of North Carolina and approval of such applications and notices, (b) 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”) and approval of such applications, filings and notices (the “Other Regulatory Approvals”), (c) the filing with the Securities and Exchange Commission (the “SEC”) of a Proxy Statement in definitive form relating to the meeting of First Charter’s shareholders to be held in connection with this Agreement and the transactions contemplated by this Agreement (the “Proxy Statement”) and SEC of a registration statement on Form S-4 (the “Form S-4”) in which the Proxy Statement will be included as a prospectus), and declaration of effectiveness of the Form S-4 and the filing and effectiveness of the registration statement contemplated by Section 1.6(d), S-4; (d) the filing of the Ohio Certificate Certificates of Merger with the Delaware Secretary of State and the North Carolina Secretary of the State of Ohio pursuant to the OGCL DGCL and the Articles of Merger with the Secretary of State of the State of North Carolina pursuant to the NCBCA, (e) the filing of the Bank Merger Certificates, and (f) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment advisers or transfer agents, and federal commodities laws relating to the regulation of futures commission merchants and the rules and regulations thereunder and of any applicable industry self-regulatory organization (“SRO”), and the rules and regulations of the Nasdaq NASDAQ Global Select Market Global Select Market(“NASDAQ”), the New York Stock Exchange, or that are required under consumer finance, mortgage banking and other similar laws, if any, (fg) notices or filings under the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), if any, and (gh) 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 shares of Fifth Third Yadkin Common Stock pursuant to this Agreement and approval of listing of (all such Fifth Third Common Stock on approvals in this Section 3.4, the Nasdaq Global Select Market“Yadkin Requisite Regulatory Approvals”), no consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with the consummation by First Charter Yadkin of the Merger 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 the execution and delivery by First Charter Yadkin of this Agreement.

Consents and Approvals. Except for (ai) the filing of applications applications, filings and notices, as applicable, with NASDAQ, (ii) the filing of applications, filings and notices, as applicable, with the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) under the BHC Act, the FDIC under the Federal Reserve Deposit Insurance Act, as amendedamended (the “FDI Act”) and approval of such applications, filings and notices, (iii) the filing of applications, filings and notices, as applicable, with the Office of the Commissioner of Banks of the State of North Carolina and approval of such applications and notices, (b) 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 EntityNC Commissioner”) and approval of such applications, filings and notices (the “Other Regulatory Approvals”)notices, (civ) the filing with the Securities and Exchange Commission (the “SEC”) of a Proxy Statement joint proxy statement in definitive form relating to the meeting meetings of First CharterNewBridge’s and Yadkin’s shareholders to be held in connection with this Agreement and the transactions contemplated by this Agreement hereby (including any amendments or supplements thereto, the “Joint Proxy Statement”) ), and of a the registration statement on Form S-4 (the “Form S-4”) in which the Joint Proxy Statement will be included as a prospectus, to be filed with the SEC by Yadkin in connection with the transactions contemplated by this Agreement (the “S-4”) and declaration of effectiveness of the Form S-4 and the filing and effectiveness of the registration statement contemplated by Section 1.6(d)S-4, (dvi) the filing of the Ohio Certificate of Merger with the Secretary of State of the State of Ohio pursuant to the OGCL and the Articles of Merger with the NC Secretary of State of the State of North Carolina pursuant to the NCBCA, (e) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment advisers or transfer agents, and federal commodities laws relating to the regulation of futures commission merchants NCBCA and the rules and regulations thereunder and of any applicable industry self-regulatory organization (“SRO”), and the rules and regulations filing of the Nasdaq Global Select Market Global Select Market, or that are required under consumer finance, mortgage banking and other similar laws, (f) notices or filings under the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), if anyBank Merger Certificates, and (gvii) 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 Fifth Third Yadkin Common Stock pursuant to this Agreement and the approval of the listing of such Fifth Third shares of Yadkin Common Stock on the Nasdaq Global Select MarketNYSE, 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 NewBridge of this Agreement or (B) the consummation by First Charter NewBridge of the 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 (including the execution and delivery by First Charter of this AgreementBank Merger).

Consents and Approvals. Except for (ai) the filing of applications a notification and notices, as applicable, with report form under the Board of Governors HSR Act and the termination or expiration of the Federal Reserve System (the “Federal Reserve Board”) waiting period under the BHC HSR Act, (ii) the Federal Reserve Act, as amended, and the Office filing of the Commissioner of Banks of the State of North Carolina any other required applications or notices with any state or foreign agencies and approval of such applications and notices, (b) 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”) and approval of such applications, filings and notices (the “"Other Regulatory Approvals”"), (ciii) the filing with the Securities and Exchange Commission (the “SEC”) SEC of a Proxy Statement in definitive form joint proxy statement/prospectus relating to the meeting of First Charter’s shareholders matters to be held in connection with this Agreement submitted to Valero's stockholders at the Valero Stockholders Meeting and the transactions contemplated by this Agreement matters to be submitted to UDS's stockholders at the UDS Stockholders Meeting (such joint proxy statement/prospectus, and any amendments or supplements thereto, the “"Joint Proxy Statement”/Prospectus") and of a registration statement on Form S-4 with respect to the issuance of Valero Common Stock in the Merger (the “such Form S-4”) in which the Proxy Statement will be included as a prospectus, and declaration of effectiveness of any amendments or supplements thereto, the "Form S-4 and the filing and effectiveness of the registration statement contemplated by Section 1.6(dS-4"), (div) the filing of the Ohio Certificate of Merger with the Secretary of State of the State of Ohio pursuant to the OGCL and the Articles of Merger with the Secretary of State of the State of North Carolina pursuant to the NCBCAMerger, (ev) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment advisers or transfer agents, and federal commodities laws relating to the regulation of futures commission merchants and the rules and regulations thereunder and of any applicable industry self-regulatory organization (“SRO”), and the rules and regulations of the Nasdaq Global Select Market Global Select Market, or that are required under consumer finance, mortgage banking and other similar lawsNYSE, (f) notices or filings under the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), if any, and (gvi) 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 Fifth Third Valero Common Stock pursuant to this Agreement (the consents, approvals, filings and approval registration required under or in relation to the foregoing clauses (ii) though (vi) being referred to as "Necessary Consents") and (vii) such other consents, approvals, filings and registrations the failure of listing of such Fifth Third Common Stock which to obtain or make would not reasonably be expected to have a Material Adverse Effect on UDS or the Nasdaq Global Select MarketSurviving Corporation, no consents or approvals of or filings or registrations with any supranational, national, state, municipal, local or foreign government, any instrumentality, subdivision, court, administrative agency or commission or other authority thereof, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority (each, a "Governmental Entity Entity") are necessary in connection with (A) the execution and delivery by UDS of this Agreement and (B) the consummation by First Charter UDS of the 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 First Charter of this Agreement.

Consents and Approvals. Except for (a) the filing of applications and notices, as applicable, with the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) a notification under the BHC Act, the Federal Reserve Act, HSR Act (as amended, and the Office of the Commissioner of Banks of the State of North Carolina and approval of such applications and noticesdefined in Section 6.1(b)), (b) 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”) and approval of such applications, filings and notices (the “Other Regulatory Approvals”)Company Stockholder Approval, (c) the filing with the Securities and Exchange Commission (the “"SEC”") of a (i) the Joint Proxy Statement Statement/Prospectus (as defined in definitive form relating to Section 6.1(a) hereof) and (ii) such reports under Sections 13(a), 13(d), 13(g) and 16(a) of the meeting Securities Exchange Act of First Charter’s shareholders to 1934, as amended (the "Exchange Act"), as may be held required 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 will be included as a prospectus, and declaration of effectiveness of the Form S-4 hereby and the filing and effectiveness obtaining from the SEC of the registration statement contemplated by Section 1.6(d)such orders as may be required in connection therewith, (d) the consent of Sprint Communications Company, L.P., Sprint Spectrum L.P. and WirelessCo, L.P. (collectively, "Sprint PCS") required pursuant to the terms of the Company Sprint Agreements (as defined herein), (e) such filings, authorizations or approvals as may be set forth in Section 3.5 of the Company Disclosure Schedule, (f) the filing of the Ohio Certificate of Merger with the Delaware Secretary of State of the State of Ohio pursuant to the OGCL and the Articles of Merger with the Secretary of State of the State of North Carolina pursuant to the NCBCA, (e) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment advisers or transfer agents, and federal commodities laws relating to the regulation of futures commission merchants and the rules and regulations thereunder and of any applicable industry self-regulatory organization (“SRO”), and the rules and regulations of the Nasdaq Global Select Market Global Select Market, or that are required under consumer finance, mortgage banking and other similar laws, (f) notices or filings under the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), if anyDGCL, and (g) such consents, approvals, filings and or registrations, the failure of which to be made or obtained, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Company, no consents or approvals as of, or filings or registrations with, any court, agency or commission or other governmental authority or instrumentality (each a "Governmental Entity") or with any third party are required to be made or obtained under by the securities Company or “Blue Sky” laws any of various states its Subsidiaries in connection with the issuance execution and delivery by the Company of the shares of Fifth Third Common Stock pursuant to this Agreement and approval of listing of such Fifth Third Common Stock on the Nasdaq Global Select Market, no consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with the consummation by First Charter the Company of the 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 First Charter of this Agreementhereby.

Consents and Approvals. Except for (a) the filing of applications 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, the Federal Reserve Act, as amendedNASDAQ or NYSE, and the Office approval of the Commissioner of Banks listing of the State shares of North Carolina BANC Common Stock to be issued pursuant to this Agreement and approval of such applications and noticesthe New BANC Preferred Stock on the NYSE, (b) the filing of any required applications, filings or notices filings, certificates and notices, as applicable, with the FDIC Federal Reserve under the BHC Act with respect to the Mergers, the Federal Reserve Act with respect to the FRS Membership 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”) the Bank Merger Act with respect to the Bank Merger and approval or waiver of such applications, filings filings, certificates and notices (the “Other Regulatory Approvals”)notices, (c) the filing of applications, filings, certificates and notices, as applicable, with the Securities CDFPI, and approval, exemption or waiver of such applications, filings, certificates and notices, (d) the filing with the SEC of (i) any filings that are necessary under the applicable requirements of the Exchange Commission (Act, including the “SEC”) filing of a Proxy Statement in definitive form relating to the meeting of First Charter’s shareholders to be held in connection with this Agreement and the transactions contemplated by this Agreement (the “Joint Proxy Statement”, and (ii) and of a registration statement on Form the S-4 (the “Form S-4”) in which the Proxy Statement will be included as a prospectus, and declaration of effectiveness of the Form S-4 and the filing and effectiveness of the registration statement contemplated by Section 1.6(d)S-4, (de) the filing of the Ohio Certificate of Delaware Merger Certificates with the Delaware Secretary of State of the State of Ohio pursuant to the OGCL DGCL and filing of the Articles of Merger with the Secretary of State of the State of North Carolina Maryland Department pursuant to the NCBCA, (e) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment advisers or transfer agents, and federal commodities laws relating to the regulation of futures commission merchants and the rules and regulations thereunder and of any applicable industry self-regulatory organization (“SRO”)MGCL, and the rules and regulations filing of the Nasdaq Global Select Market Global Select Market, or that are required under consumer finance, mortgage banking Bank Merger Certificates and other similar laws, (f) notices or filings under the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), if any, and (g) 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 Fifth Third BANC Common Stock pursuant to this Agreement and approval of listing of such Fifth Third Common Stock on the Nasdaq Global Select MarketAgreement, no consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with (i) the execution and delivery by BANC and Merger Sub of this Agreement or (ii) the consummation by First Charter BANC and Merger Sub of the Merger and the other transactions contemplated by this Agreementhereby (including the Bank Merger and the BANC Share Issuance). No As of the date hereof, BANC 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 First Charter of this Agreementthe Bank Merger on a timely basis.

Consents and Approvals. Except for (a) the filing of applications and notices, as applicable, with the Board of Governors set forth in Section 4.4(a) of the Federal Reserve System (the “Federal Reserve Board”) under the BHC Act, the Federal Reserve Act, as amended, and the Office of the Commissioner of Banks of the State of North Carolina and approval of such applications and noticesU S WEST Merger Disclosure Schedule, (b) for compliance with and filings under 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”) and approval of such applications, filings and notices (the “Other Regulatory Approvals”)HSR Act, (c) for the filing with receipt of the Securities Orders of the FCC and Exchange Commission state regulatory authorities set forth in Section 4.4(b) of the U S WEST Merger Disclosure Schedule (the “SEC”) of a Proxy Statement in definitive form relating to the meeting of First Charter’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 (the “Form S-4”) in which the Proxy Statement will be included as a prospectus, and declaration of effectiveness of the Form S-4 and the filing and effectiveness of the registration statement contemplated by Section 1.6(d"FCC/State Orders"), (d) for the filing of the Ohio Certificate of Merger with the Secretary of State of the State of Ohio pursuant to the OGCL and Delaware, the Articles of Merger with the Secretary of State of the State of North Carolina pursuant Colorado and appropriate documents with the relevant authorities of other states in which either NV or PCS Holdings is qualified to the NCBCAdo business, and (e) for such filings in connection with any consentsstate or local Tax which is attributable to the beneficial ownership of the owned or leased property used in the operation of the Domestic Wireless Business, authorizationsif any (collectively, "Gains Taxes") (the items in clauses (a) through (e) being collectively referred to herein as "U S WEST Consents"), no Consents, approvals, filings licenses, permits, orders or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment advisers or transfer agents, and federal commodities laws relating to the regulation of futures commission merchants and the rules and regulations thereunder and of any applicable industry self-regulatory organization (“SRO”), and the rules and regulations of the Nasdaq Global Select Market Global Select Marketauthorizations of, or that are required under consumer financeregistrations, mortgage banking and other similar lawsdeclarations, (f) notices or filings under the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976with, as amended (the “HSR Act”), if any, and (g) such filings and approvals as any Governmental Authority or any Third Party are required to be obtained or made by or with respect to U S WEST, Media, NV, PCS Holdings or any of the Domestic Wireless Subsidiaries (or will be required to be obtained under or made by or with respect to the securities NV/PCS Transferee) on or “Blue Sky” laws of various states prior to the Closing Date in connection with (A) the issuance execution, delivery and performance of this Agreement or any of the shares other Transaction Agreements, the consummation of Fifth Third Common Stock pursuant the transactions contemplated hereby and thereby or the taking by U S WEST, Media, NV or PCS Holdings (or the NV/PCS Transferee) of any other action contemplated hereby or thereby, (B) the continuing validity and effectiveness of, the prevention of any material default or event of withdrawal or dissolution under or the violation of the terms of (i) any material License or Material Contract relating to the operation of NV, PCS Holdings, any Domestic Wireless Subsidiary or, to the knowledge of U S WEST, any Domestic Wireless Investment or (ii) any partnership, joint venture or similar agreement of NV, PCS Holdings or any Domestic Wireless Subsidiary or Domestic Wireless Investment or (C) the operation of the Domestic Wireless Business following the Closing as conducted on the date hereof, other than, in the case of clauses (A) and (C), Consents that, if not obtained or made, would not reasonably be expected to have a Material Adverse Effect with respect to the Domestic Wireless Business or materially impair or delay the ability of U S WEST, Media, NV or PCS Holdings (or the NV/PCS Transferee) to perform their respective obligations under this Agreement and approval of listing of such Fifth Third Common Stock on the Nasdaq Global Select Market, no consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with the consummation by First Charter of the Merger and the other Transaction Agreements or consummate the 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 First Charter of this Agreementthereby.

Consents and Approvals. Except for (a) the filing of applications and notices, as applicable, with the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) under the BHC Act, the Federal Reserve Act, as amended, and the Office of the Commissioner of Banks of the State of North Carolina and approval of such applications and notices, (b) 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”) and approval of such applications, filings and notices (the “Other Regulatory Approvals”), (ci) the filing with the Securities and Exchange Commission (the “SEC”) of a Proxy Statement proxy statement in definitive form relating to the meeting meetings of First CharterSuperMedia’s shareholders stockholders and Dex’s stockholders to be held in connection with this Agreement and the transactions contemplated by this Agreement (together with any amendments or supplements thereto, the “Joint Proxy Statement”) and of a registration statement on Form S-4 (together with any amendments or supplements thereto, the “Form S-4”) in which the Joint Proxy Statement will be included as a prospectus, and declaration of effectiveness of the Form S-4 S-4, and such reports under Sections 12, 13(a), 13(d), 13(g) and 16(a) of the Securities Exchange Act of 1934, as amended, and the filing rules and effectiveness of regulations promulgated thereunder (collectively, the registration statement “Exchange Act”) as may be required in connection with this Agreement, and the transactions contemplated by Section 1.6(d)hereby and thereby, and obtaining from the SEC such orders as may be required in connection therewith, (dii) the filing of the Ohio SuperMedia Certificate of Merger with the Secretary of State of the State of Ohio Delaware pursuant to the OGCL and the Articles of Merger with the Secretary of State of the State of North Carolina pursuant to the NCBCADGCL, (eiii) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment advisers or transfer agents, and federal commodities laws relating to the regulation of futures commission merchants and the rules and regulations thereunder and of any applicable industry self-regulatory organization (“SRO”), and the rules and regulations of the Nasdaq Global Select Market Global Select Market, or that are required under consumer finance, mortgage banking and other similar laws, (f) notices or filings under the HxxxXxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), if any) and the termination or expiration of any applicable waiting period thereunder, and such other consents, approvals, filings or registrations as may be required under any foreign antitrust, merger control or competition Laws, (giv) such filings and approvals as are required to be made or obtained under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), and the securities or “Blue Sky” laws Laws of various states in connection with the issuance of the shares of Fifth Third Newco Common Stock pursuant to this Agreement Agreement, and approval of the listing of such Fifth Third Newco Common Stock on the Nasdaq Global Select MarketNew York Stock Exchange (“NYSE”) or the NASDAQ Stock Market (the “NASDAQ”), (v) such filings, consents and approvals of Governmental Entities as may be set forth on Section 3.4 of the SuperMedia Disclosure Schedule, (vi) the SuperMedia Stockholder Approval, (vii) such filings or notices required under the rules and regulations of the NYSE or the NASDAQ, and (viii) such other consents, approvals, filings or registrations the failure of which to be made or obtained, individually or in the aggregate, are not reasonably likely to have a Material Adverse Effect on SuperMedia, no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental agency, authority or instrumentality, domestic or foreign, or applicable self-regulatory organization (each a “Governmental Entity Entity”) are necessary in connection with (A) the execution and delivery by SuperMedia of this Agreement and (B) the consummation by First Charter SuperMedia of the Merger 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 the execution and delivery by First Charter of this Agreement.

Consents and Approvals. Except for (a) the filing of applications any required applications, filings and notices, as applicable, with the NYSE or Nasdaq Global Select Market (“Nasdaq”), (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, the Federal Reserve Act, as amended, Act and the Office of the Commissioner of Banks of the State of North Carolina Bank Merger Act and approval of such applications applications, filings and notices, (bc) the filing of any required applications, filings or notices with the FDIC and any other federal or state bankingnotices, insurance or other regulatory or self-regulatory authorities or any courtsas applicable, administrative agencies or commissions or other governmental authorities or instrumentalities (each a “Governmental Entity”) and approval of such applications, filings and notices (the “Other Regulatory Approvals”), (c) the filing with the Securities and Exchange Commission (the “SEC”) of a Proxy Statement in definitive form relating to the meeting of First Charter’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 (the “Form S-4”) in which the Proxy Statement will be included as a prospectus), and declaration approval of effectiveness of the Form S-4 such applications, filings and the filing and effectiveness of the registration statement contemplated by Section 1.6(d)notices, (d) the filing of the Ohio Certificate of Merger any required notices with the Secretary of State Office of the State Comptroller of Ohio pursuant to the OGCL Currency (the “OCC”), (e) the filing of any required applications, filings and notices, as applicable, with the Bureau of Financial Institutions (the “BFI”) of the VSCC in connection with the Mergers, and approval of such applications, filings and notices, (f) the filing with the SEC of the Proxy Statement/Prospectus and the Registration Statement (in which the Proxy Statement/Prospectus will be included), and the declaration of effectiveness of the Registration Statement, (g) the filing of the Articles of Merger with the Secretary of State of the State of North Carolina VSCC pursuant to the NCBCA, (e) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment advisers or transfer agents, and federal commodities laws relating to the regulation of futures commission merchants and the rules and regulations thereunder and of any applicable industry self-regulatory organization (“SRO”), and the rules and regulations of the Nasdaq Global Select Market Global Select Market, or that are required under consumer finance, mortgage banking and other similar laws, (f) notices or filings under the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), if anyVSCA, and (gh) 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 Fifth Third Buyer Common Stock pursuant to this Agreement and the approval of the listing of such Fifth Third Buyer Common Stock on the Nasdaq Global Select MarketNYSE, 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”) or any third party are necessary in connection with (i) the execution and delivery by AMNB of this Agreement or (ii) the consummation by First Charter AMNB of the Merger and the other transactions contemplated by this Agreementhereby (including the Bank Merger). No As of the date hereof, AMNB 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 First Charter of this AgreementMergers on a timely basis.

Consents and Approvals. Except for (a) the filing of applications and notices, as applicable, with the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) under the BHC Act, the Federal Reserve Act, as amended, and the Office of the Commissioner of Banks of the State of North Carolina and approval of such applications and notices, (b) 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”) and approval of such applications, filings and notices (the “Other Regulatory Approvals”), (ci) the filing with the Securities and Exchange Commission (SEC of the “SEC”) of a Joint Proxy Statement in definitive form relating to the meeting of First Charter’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 (the “Form S-4”) in which the Proxy Statement will be included as a prospectus, filing and declaration of effectiveness of the Form S-4 S-4, and such reports under Sections 12, 13(a), 13(d), 13(g) and 16(a) of the Exchange Act as may be required in connection with this Agreement, the Support Agreement and the filing transactions contemplated hereby and effectiveness of thereby, and obtaining from the registration statement contemplated by Section 1.6(d)SEC such orders as may be required in connection therewith, (dii) the filing of the Ohio Articles of Merger with the Department of Financial Institutions of the State of Wisconsin pursuant to the WBCL and the filing of the Certificate of Merger with the Secretary of State of the State of Ohio Delaware pursuant to the OGCL DLLCA, (iii) any notices or filings under the HSR Act and the Articles termination or expiration of Merger with the Secretary of State of the State of North Carolina pursuant to the NCBCAany applicable waiting period thereunder, (e) 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 advisers or transfer agents, and federal commodities laws relating to the regulation of futures commission merchants and the rules and regulations thereunder and of any applicable industry self-regulatory organization (“SRO”), and the rules and regulations of the Nasdaq Global Select Market Global Select Market, or that are registrations as may be required under consumer financeany foreign antitrust, mortgage banking and other similar lawsmerger control or competition Laws, (f) notices or filings under the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), if any, and (giv) such filings and approvals as are required to be made or obtained under the Securities Act and the securities or “Blue Skysky” laws Laws of various states in connection with the issuance of the shares of Fifth Third Georgia Common Stock pursuant to this Agreement Agreement, and approval of the listing of such Fifth Third Georgia Common Stock on the Nasdaq Global Select MarketNYSE, (v) such filings, consents and approvals of Governmental Entities as may be set forth on Section 4.4 of the Georgia Disclosure Schedule, (vi) the Georgia Shareholder Approval, (vii) filings, if any, required as a result of the particular status of Wisconsin, (viii) such filings or notices required under the rules and regulations of the NYSE, and (ix) such other consents, approvals, filings or registrations the failure of which to be made or obtained, individually or in the aggregate, are not reasonably likely to have a Material Adverse Effect on Georgia, no consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with (A) the execution and delivery by Georgia or Merger Sub of this Agreement and (B) the consummation by First Charter Georgia or Merger Sub of the 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 First Charter of this Agreement.

Consents and Approvals. Except for No consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any federal, state or foreign government, any court, administrative, regulatory or other governmental agency, commission or authority or any non-governmental self-regulatory agency, commission or authority (aeach, a "Governmental Entity") or any Person is required by or with respect to Parent, its Subsidiaries or Merger Sub in connection with the execution and delivery of this Agreement by Parent and Merger Sub or the consummation of the Merger or the other transactions contemplated by this Agreement, except for: (i) the consents and approvals set forth in Section 3.01(f) of the Parent Disclosure Schedule; (ii) the filing of applications all required documents in Delaware and notices, as applicable, Canada in connection with the Board of Governors of the Federal Reserve System Parent’s conversion from a Canadian corporation to a Delaware corporation (the “Federal Reserve Board”) under the BHC Act, the Federal Reserve Act, as amended"Redomestication"), and the Office of the Commissioner of Banks of the State of North Carolina and approval of such applications and notices, filings shall have become effective; (biii) the filing of any required applications, filings or notices with the FDIC a premerger notification and any other federal or state banking, insurance or other regulatory or self-regulatory authorities or any courts, administrative agencies or commissions or other governmental authorities or instrumentalities (each a “Governmental Entity”) and approval of such applications, filings and notices (the “Other Regulatory Approvals”), (c) the filing with the Securities and Exchange Commission (the “SEC”) of a Proxy Statement in definitive report form relating to the meeting of First Charter’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 (the “Form S-4”) in which the Proxy Statement will be included as a prospectus, and declaration of effectiveness of the Form S-4 and the filing and effectiveness of the registration statement contemplated by Section 1.6(d), (d) the filing of the Ohio Certificate of Merger with the Secretary of State of the State of Ohio pursuant to the OGCL and the Articles of Merger with the Secretary of State of the State of North Carolina pursuant to the NCBCA, (e) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment advisers or transfer agents, and federal commodities laws relating to the regulation of futures commission merchants and the rules and regulations thereunder and of any applicable industry self-regulatory organization (“SRO”), and the rules and regulations of the Nasdaq Global Select Market Global Select Market, or that are required under consumer finance, mortgage banking and other similar laws, (f) notices or filings Parent under the HxxxXxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (including the “rules and regulations promulgated thereunder, the "HSR Act”"), if anyand the receipt, termination or expiration, as applicable, of approvals or waiting periods required under the HSR Act or any other applicable foreign competition, merger control, antitrust or similar law or regulation; (iv) the filing with the Securities and Exchange Commission (the "SEC") of (A) a proxy statement relating to the transactions contemplated hereby (as amended or supplemented from time to time, the "Proxy Statement") and (gB) such filings and approvals as are required to be made or obtained reports under the securities or “Blue Sky” laws Securities Exchange Act of various states 1934, as amended (including the rules and regulations promulgated thereunder, the "Exchange Act"), as may be required in connection with the issuance of the shares of Fifth Third Common Stock pursuant to this Agreement and approval of listing of such Fifth Third Common Stock on the Nasdaq Global Select Market, no consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with the consummation by First Charter of the Merger and the other transactions contemplated by this Agreement. No consents or approvals ; (v) the filing of or filings or registrations with any Governmental Entity are necessary in connection a Certificate of Merger with the execution Secretary of State of the State of Delaware and delivery by First Charter appropriate documents with the relevant authorities of this Agreementother states in which Parent or Merger Sub is qualified to do business; (vi) approval of the listing on the Nasdaq and the Boston Stock Exchange of the Parent Common Stock to be issued as the Merger Consideration; and (vii) such other consents, approvals, orders, authorizations, actions, registrations, declarations and filings, the failure of which to be obtained or made individually or in the aggregate has not had and would not reasonably be expected to have a Parent Material Adverse Effect.

Consents and Approvals. Except No consent, approval, order or authorization of, registration, declaration or filing with, or permit from, any Governmental Authority is required by or with respect to Parent or Merger Sub in connection with the execution and delivery of this Agreement by Parent and Merger Sub or the consummation by Parent and Merger Sub of the transactions contemplated hereby, except for the following: (a) any such consent, approval, order, authorization, registration, declaration, filing or permit which the filing of applications and noticesfailure to obtain or make would not, as applicableindividually or in the aggregate, with the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) under the BHC Act, the Federal Reserve Act, as amended, and the Office of the Commissioner of Banks of the State of North Carolina and approval of such applications and notices, have a Material Adverse Effect on Parent; (b) the filing of any required applications, filings or notices the Certificate of Merger with the FDIC and any other federal or state banking, insurance or other regulatory or self-regulatory authorities or any courts, administrative agencies or commissions or other governmental authorities or instrumentalities (each a “Governmental Entity”) and approval Secretary of such applications, filings and notices (State of Delaware pursuant to applicable provisions of the “Other Regulatory Approvals”), DGCL; (c) the filing of a pre-merger notification report by Parent as may be required under the HSR Act and the expiration or termination of the applicable waiting period; (d) the filing with the Securities SEC of the Registration Statement and Exchange Commission (the “SEC”such reports under Section 13(a) of a Proxy Statement in definitive form relating to the meeting Exchange Act and such other compliance with the Exchange Act and the Securities Act and the rules and regulations of First Charter’s shareholders to the SEC thereunder as may be held required 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 will be included as a prospectus, and declaration of effectiveness of the Form S-4 hereby and the filing and effectiveness obtaining from the SEC of the registration statement contemplated by Section 1.6(d), such orders as may be so required; (de) the filing with a National Stock Exchange of a listing application relating to the Ohio Certificate shares of Merger with the Secretary of State of the State of Ohio Parent Common Stock to be issued pursuant to the OGCL Merger and the Articles obtaining from such exchange of Merger with the Secretary of State of the State of North Carolina pursuant to the NCBCA, (e) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment advisers or transfer agents, and federal commodities laws relating to the regulation of futures commission merchants and the rules and regulations thereunder and of any applicable industry self-regulatory organization (“SRO”), and the rules and regulations of the Nasdaq Global Select Market Global Select Market, or that are required under consumer finance, mortgage banking and other similar laws, its approvals thereof; (f) notices such filings and approvals as may be required by any applicable state securities, “blue sky” or filings under the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), if any, takeover laws or Environmental Laws; and (g) such filings and approvals as are may be required to be made by any foreign pre-merger notification, securities, corporate or obtained under the securities other law, rule or “Blue Sky” laws of various states in connection with the issuance of the shares of Fifth Third Common Stock pursuant to this Agreement and approval of listing of such Fifth Third Common Stock on the Nasdaq Global Select Market, no consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with the consummation by First Charter of the Merger and the other transactions contemplated by this Agreementregulation. No consents Third-Party Consent is required by or approvals of with respect to Parent, Merger Sub or filings or registrations with any Governmental Entity are necessary Parent Subsidiary in connection with the execution and delivery by First Charter of this Agreement or the consummation of the transactions contemplated hereby, except for (x) any such Third-Party Consent which the failure to obtain would not, individually or in the aggregate, have a Material Adverse Effect on Parent, and (y) any consent, approval or waiver required by the terms of the Parent Bank Credit Agreement.

Consents and Approvals. Except for (a) the filing of applications and notices, as applicable, with the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) under the BHC Act, the Federal Reserve Act, as amended, and the Office of the Commissioner of Banks of the State of North Carolina and approval of such applications and notices, (b) 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”) and approval of such applications, filings and notices (the “Other Regulatory Approvals”), (ci) the filing with the Securities and Exchange Commission (SEC of the “SEC”) of a Proxy Statement in definitive form relating to the meeting of First Charter’s shareholders to be held in connection with this Agreement Statement/Prospectus 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 will be included as a prospectus, filing and declaration of effectiveness of the registration statement on Form S-4 in which the Proxy Statement/Prospectus will be included as a prospectus and any filings or approvals under applicable state securities laws with respect to the filing and effectiveness issuance of Acquiror Common Stock in connection with the registration statement contemplated by Section 1.6(d)Merger, (diii) the filing of the Ohio Certificate of Merger with the Secretary of State of the State of Ohio Delaware, (iv) the adoption of this Agreement by the Required Acquiror Vote, (v) any notices or filings under the HSR Act, and the expiration or termination of any applicable waiting periods thereunder, (vi) the filings, approvals and consents required pursuant to the OGCL and the Articles applicable antitrust or competition laws of Merger with the Secretary foreign Governmental Entities as set forth in Section 5.4(vi) of State of the State of North Carolina pursuant to the NCBCAAcquiror Disclosure Letter, (evii) any the consents, authorizations, approvals, filings or exemptions in connection with compliance with pursuant to the applicable provisions of federal and federal, state or foreign securities laws relating to the regulation of broker-dealers, investment advisers or transfer agents, and federal commodities laws relating to the regulation of futures commission merchants and the rules and regulations thereunder and of any applicable industry self-regulatory organization (“SRO”), and the rules and regulations of the Nasdaq Global Select Market Global Select Market, or that are required under consumer finance, mortgage banking and other similar lawsLaws, (fviii) notices or filings under the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act consents and approvals set forth in Section 5.4(viii) of 1976, as amended (the “HSR Act”), if anyAcquiror Disclosure Letter, and (gix) such the consents, authorizations, approvals, filings and approvals as registrations of third parties which are required not Governmental Entities, the failure of which to obtain or make would not be made reasonably expected to have, individually or obtained under in the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of Fifth Third Common Stock pursuant to this Agreement and approval of listing of such Fifth Third Common Stock aggregate, a Material Adverse Effect on the Nasdaq Global Select MarketAcquiror, no consents or approvals of of, or filings or registrations with with, any Governmental Entity or of or with any other third party by and on behalf of Acquiror or Merger Sub are necessary in connection with (A) the execution and delivery of this Agreement by Acquiror and Merger Sub and (B) the consummation by First Charter Acquiror of the 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 First Charter of this Agreement.

Consents and Approvals. Except for (ai) the filing of applications a notification and notices, as applicable, with report form under the Board of Governors HSR Act and the termination or expiration of the Federal Reserve System (the “Federal Reserve Board”) waiting period under the BHC HSR Act, (ii) the Federal Reserve Act, as amended, and the Office filing of the Commissioner of Banks of the State of North Carolina any other required applications or notices with any state or foreign agencies and approval of such applications and notices, (b) 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”) and approval of such applications, filings and notices (the “"Other Regulatory Approvals”"), (ciii) the filing with the Securities and Exchange Commission (the “SEC”) SEC of a Proxy Statement in definitive form joint proxy statement/prospectus relating to the meeting of First Charter’s shareholders matters to be held in connection with this Agreement submitted to Xxxxxxxx'x stockholders at the Xxxxxxxx Stockholders Meeting and the transactions contemplated by this Agreement matters to be submitted to Tosco's stockholders at the Tosco Stockholders Meeting (such joint proxy statement/prospectus, and any amendments or supplements thereto, the “"Joint Proxy Statement”/Prospectus") and of a registration statement on Form S-4 with respect to the issuance of Xxxxxxxx Common Stock in the Merger (the “such Form S-4”) in which the Proxy Statement will be included as a prospectus, and declaration of effectiveness of any amendments or supplements thereto, the "Form S-4 and the filing and effectiveness of the registration statement contemplated by Section 1.6(dS-4"), (div) the filing of the Ohio Certificate of Merger with the Secretary of State of the State of Ohio pursuant to the OGCL and the Nevada Articles of Merger with the Secretary of State of the State of North Carolina pursuant to the NCBCAMerger, (ev) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment advisers or transfer agents, and federal commodities laws relating to the regulation of futures commission merchants and the rules and regulations thereunder and of any applicable industry self-regulatory organization (“SRO”), and the rules and regulations of the Nasdaq Global Select Market Global Select Market, or that are required under consumer finance, mortgage banking and other similar lawsNYSE, (f) notices or filings under the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), if any, and (gvi) 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 Fifth Third Xxxxxxxx Common Stock pursuant to this Agreement (the consents, approvals, filings and approval registration required under or in relation to the foregoing clauses (ii) though (vi) being referred to as "Necessary Consents") and (vii) such other consents, approvals, filings and registrations the failure of listing of such Fifth Third Common Stock which to obtain or make would not reasonably be expected to have a Material Adverse Effect on the Nasdaq Global Select MarketTosco, no consents or approvals of or filings or registrations with any supranational, national, state, municipal, local or foreign government, any instrumentality, subdivision, court, administrative agency or commission or other authority thereof, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority (each, a "Governmental Entity Entity") are necessary in connection with (A) the execution and delivery by Tosco of this Agreement and (B) the consummation by First Charter Tosco of the 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 First Charter of this Agreement.

Consents and Approvals. Except for (ai) the filing of applications the requisite Supplemental Listing Application and any other 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, the Federal Reserve Act, as amendedNYSE, and the Office approval of the Commissioner of Banks listing of the State shares of North Carolina Voting Common Stock and approval shares of such applications Voting Common Stock (A) issued hereunder and notices(B) to be issued upon the conversion of the Non-Voting Common Equivalent Stock (I) that shall be issuable pursuant hereto and (II) for which the Warrant may be exercised, (b) 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”) and approval of such applications, filings and notices (the “Other Regulatory Approvals”), (cii) the filing with the Securities and SEC of any filings that are necessary under the applicable requirements of the Exchange Commission (Act, including the “SEC”) filing of a Proxy Statement the joint proxy statement/prospectus in definitive form relating to the meeting of First Charter’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 (the “Form S-4”) in which the Proxy Statement will be included as a prospectus, and declaration of effectiveness of the Form S-4 and the filing and effectiveness of the registration statement contemplated by Section 1.6(d)Company Stockholders Meeting, (diii) the filing of the Ohio Certificate of Merger Articles Supplementary with the Secretary Maryland Department of State of the State of Ohio pursuant to the OGCL and the Articles of Merger with the Secretary of State of the State of North Carolina pursuant to the NCBCA, (e) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment advisers or transfer agents, and federal commodities laws relating to the regulation of futures commission merchants and the rules and regulations thereunder and of any applicable industry self-regulatory organization (“SRO”), and the rules and regulations of the Nasdaq Global Select Market Global Select Market, or that are required under consumer finance, mortgage banking and other similar laws, (f) notices or filings under the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), if any, and (giv) 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 Fifth Third Common Stock pursuant to this Agreement and approval of listing of such Fifth Third Common Stock on the Nasdaq Global Select MarketCompany Share Issuance, no consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with (A) the consummation execution and delivery by First Charter Purchaser of this Agreement or (B) the Merger Company Share Issuance and the other transactions contemplated by this Agreementhereby. No consents As of the date hereof, Purchaser has no knowledge of any reason why the necessary regulatory approvals and consents, or approvals satisfaction of the condition set forth in Section 1.2(b)(i)(3), will not be received or filings or registrations with any Governmental Entity are necessary satisfied, as applicable, in connection with order to permit consummation of the execution Company Share Issuance and delivery by First Charter of this Agreementthe other transactions contemplated hereby.

Consents and Approvals. Except for (a) the filing of applications applications, filings and notices, as applicable, with the Board New York Stock Exchange, (b) the filing of Governors of applications, filings and notices, as applicable, with the Federal Reserve System (Board in connection with the “Federal Reserve Board”) under the BHC Act, the Federal Reserve Act, as amended, Merger and the Office of the Commissioner of Banks of the State of North Carolina Bank Merger and approval of such applications applications, filings and notices, (bc) the filing of applications, filings and notices, as applicable, with the Georgia Department of Banking and Finance in connection with the Merger and the Bank Merger and approval of such applications, filings and notices, (d) the filing of any required applications, filings or notices with any state banking authorities listed on Section 3.4 of the FDIC and any other federal Company Disclosure Schedule 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”) Section 4.4 of the Parent Disclosure Schedule and approval of such applications, filings and notices (the “Other Regulatory Approvals”)notices, (ce) the filing with the Securities and Exchange Commission (the “SEC”) of a Proxy Statement joint proxy statement in definitive form relating to the meeting meetings of First Charterthe Company’s stockholders and Parent’s shareholders to be held in connection with this Agreement and the transactions contemplated by this Agreement hereby (including any amendments or supplements thereto, the “Joint Proxy Statement”) ), and of a the registration statement on Form S-4 (the “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 effectiveness of the Form S-4 and the filing and effectiveness of the registration statement contemplated by Section 1.6(d)S-4, (df) the filing of the Ohio Certificate of Merger with the Delaware Secretary of State of the State of Ohio pursuant to the OGCL and the Articles of Merger with the Secretary of State of the State of North Carolina pursuant to the NCBCA, (e) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment advisers or transfer agents, and federal commodities laws relating to the regulation of futures commission merchants and the rules and regulations thereunder and of any applicable industry self-regulatory organization (“SRO”)DGCL, and the rules and regulations filing of the Nasdaq Global Select Market Global Select MarketBank Merger Certificates, or that are required under consumer finance, mortgage banking and other similar laws, (f) notices or filings under the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), if any, and (g) 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 Fifth Third Parent Common Stock pursuant to this Agreement and (h) the approval of the listing of such Fifth Third Parent Common Stock on the Nasdaq Global Select MarketNew 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 First Charter the Company of the 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 First Charter of this Agreementthe Bank Merger on a timely basis.

Consents and Approvals. Except for (a) the filing of applications and noticesany required applications, as applicable, filings or notices with the Board of Governors of the Federal Reserve System (the “Federal Reserve BoardReserve”) under the BHC Act), the Federal Reserve ActFDIC, as amendedthe State of Georgia Department of Banking and Finance, and the South Carolina State Board of Financial Institutions, the South Carolina Office of the Commissioner of Banks Banking, the Office of the State Comptroller of North Carolina the Currency (the “OCC”) and approval of or non-objection to such applications applications, filings and notices, (b) compliance with any applicable requirements of the filing of any required applications, filings or notices with Exchange Act and the FDIC and any other federal or state banking, insurance or other regulatory or self-regulatory authorities or any courts, administrative agencies or commissions or other governmental authorities or instrumentalities (each a “Governmental Entity”) and approval of such applications, filings and notices (the “Other Regulatory Approvals”)Securities Act, (c) the filing with the Securities and Exchange Commission (the “SEC”) of a Proxy Statement in definitive form relating to the meeting of First Charter’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 (the “Form S-4”) in which the Proxy Statement will be included as a prospectus, and declaration of effectiveness of the Form S-4 and the filing and effectiveness of the registration statement contemplated by Section 1.6(d), (d) the filing of the Ohio Certificate of Merger with the Secretary of State of the State of Ohio pursuant to the OGCL and the Articles of Merger with the Secretary of State of the State of North Georgia and the Secretary of State of the State of South Carolina pursuant to the NCBCAGBCC and the BCA, respectively, (d) the filing of the Bank Merger Certificates, (e) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment advisers or transfer agents, and federal commodities laws relating to the regulation of futures commission merchants and the rules and regulations thereunder and of any applicable industry self-regulatory organization (“SRO”), and the rules and regulations of the Nasdaq Global Select Market Global Select Market, or that are required under consumer finance, mortgage banking and other similar laws, (f) notices or filings under the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), if any, and (g) 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 Fifth Third Parent Common Stock pursuant to this Agreement and (f) approval of listing of such Fifth Third Parent Common Stock on the Nasdaq NASDAQ Global Select MarketMarket (the “NASDAQ”), no notices to, consents or approvals of or non-objections of, waivers or authorizations by, or applications, filings or registrations with any foreign, federal, state or local court, administrative agency, arbitrator or commission or other governmental, prosecutorial, regulatory, self-regulatory authority or instrumentality (each, a “Governmental Entity Entity”) are necessary required to be made or obtained by Company or any of its Subsidiaries in connection with the consummation by First Charter of the 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 (i) the execution and delivery by First Charter Company of this AgreementAgreement or (ii) the consummation of the transactions contemplated hereby, except for any immaterial consents, approvals, authorizations, filings or registrations. The only material third-party consents necessary in connection with (A) the execution and delivery by Company of this Agreement and (B) the consummation of the transactions contemplated hereby not referenced above are set forth in Section 3.4 of the Disclosure Schedule.

Consents and Approvals. Except for (ai) the filing of applications and notices, as applicable, with the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) under the BHC Act, Act and the Federal Reserve Act, as amended, and the Office of the Commissioner of Banks of the State of North Carolina and approval of such applications and notices, and, in connection with the merger of the national bank Subsidiaries of Unizan and Huntington, the filing of applications and notices, as applicable, with the Office of the Comptroller of the Currency (bthe “OCC”), and approval of such applications and notice, (ii) the filing of any required applications, filings applications or notices with the FDIC and any other federal foreign or state banking, insurance or other regulatory or self-regulatory authorities or any courts, administrative agencies or commissions or other governmental authorities or instrumentalities (each a “Governmental Entity”) and approval of such applications, filings applications and notices (the “Other Regulatory Approvals”), (ciii) the filing with the Securities and Exchange Commission (the “SEC”) of a Proxy Statement in definitive form relating to the meeting meetings of First CharterUnizan’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 (the “Form S-4”) in which the Proxy Statement will be included as a prospectus, and declaration of effectiveness of the Form S-4 and the filing and effectiveness of the registration statement contemplated by Section 1.6(d)S-4, (div) the filing of the Ohio Articles of Merger with the Maryland Department of Assessments and Taxation pursuant to the MGCL and the issuance by the Maryland Secretary of a Certificate of Merger and the filing of the Certificate of Merger with the Secretary of State of the State of Ohio pursuant to the OGCL and the Articles of Merger OGCL, (v) any notices to or filings with the Secretary of State of Small Business Administration (the State of North Carolina pursuant to the NCBCA“SBA”), (evi) 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 advisers or transfer agents, and federal commodities laws relating to the regulation of futures commission merchants agents and the rules and regulations thereunder and of any applicable industry self-regulatory organization (“SRO”), and the rules and regulations of the Nasdaq Global Select Market Global Select MarketNasdaq, or that are required under consumer finance, mortgage banking and other similar laws, (f) notices or filings under the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), if any, and (gviii) 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 Fifth Third Huntington Common Stock pursuant to this Agreement and Agreement, (ix) the approval of listing this Agreement by the requisite vote of such Fifth Third Common Stock on shareholders of Unizan and (x) filings, if any, required as a result of the Nasdaq Global Select Marketparticular status of Huntington, 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 Unizan of this Agreement and (B) the consummation by First Charter Unizan of the 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 First Charter of this Agreement.

Consents and Approvals. Except for No consent, approval, clearance, waiver, Permit or order (a) the filing of applications and notices, as applicable, with the Board of Governors of the Federal Reserve System (the “Federal Reserve BoardConsent”) under the BHC Actof or from, the Federal Reserve Act, as amended, and the Office of the Commissioner of Banks of the State of North Carolina and approval of such applications and notices, (b) the filing of any required applications, or filings or notices with the FDIC and registrations with, any other federal federal, national, state, provincial or state bankinglocal government or any court of competent jurisdiction, insurance administrative agency or commission or other regulatory governmental authority or instrumentality or self-regulatory authorities or any courts, administrative agencies or commissions or other governmental authorities or instrumentalities organization of competent jurisdiction (each a “Governmental Entity”) and approval of such applications, filings and notices (the “Other Regulatory Approvals”), (c) the filing or with the Securities and Exchange Commission (the “SEC”) of a Proxy Statement in definitive form relating to the meeting of First Charter’s shareholders to be held any third Person are necessary in connection with the execution and delivery by the Company of this Agreement and or the consummation by the Company of the transactions contemplated by this Agreement hereby or thereby, including the Merger, except for (the “Proxy Statement”) and of a registration statement on Form S-4 (the “Form S-4”) in which the Proxy Statement will be included as a prospectus, and declaration of effectiveness of the Form S-4 and the filing and effectiveness of the registration statement contemplated by Section 1.6(d), (d) the filing of the Ohio Certificate of Merger with the Secretary of State of the State of Ohio pursuant to the OGCL and the Articles of Merger with the Secretary of State of the State of North Carolina pursuant to the NCBCA, (ea) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating notices required to the regulation of broker-dealers, investment advisers or transfer agents, and federal commodities laws relating to the regulation of futures commission merchants and the rules and regulations thereunder and of any applicable industry self-regulatory organization (“SRO”), and the rules and regulations of the Nasdaq Global Select Market Global Select Market, or that are required under consumer finance, mortgage banking and other similar laws, (f) notices or filings be filed under the HxxxXxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), if any(b) the Consents from, or registrations, declarations, notices or filings made to or with the Federal Communications Commission (the “FCC”) or any Governmental Entity (including any state or local public service or public utilities commission or other similar state or local regulatory bodies (collectively, the “State Regulators”) and local cable franchise authorities) (g) such filings and approvals other than with respect to securities, antitrust, competition, trade regulation or similar laws), in each case 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 shares of Fifth Third Common Stock pursuant to this Agreement and approval of listing of such Fifth Third Common Stock on the Nasdaq Global Select MarketAgreement, no consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with the consummation by First Charter of the Merger and or the other transactions contemplated by this Agreement. No Agreement and are required in with respect to mergers, business combinations or changes in control of telecommunications companies generally, (c) the filing with the SEC of the Proxy Statement/Prospectus (as hereinafter defined), an amendment to the Company’s Registration Statement on Form 8-A with respect to the Rights Agreement Amendment, as well as any other filings required to be made with the SEC pursuant to the Securities Act or the Exchange Act, (d) the filing of the Articles of Merger with the Minnesota Secretary pursuant to the MBCA and (e) except as set forth in Section 4.4 of the Company Disclosure Schedule, other consents or approvals of of, or filings or registrations with any with, Governmental Entity are necessary Entities or third parties, the failure of which to be obtained or made would not be reasonably expected to result in, individually or in connection with the execution and delivery by First Charter of this Agreementaggregate, a Company Material Adverse Effect.

Consents and Approvals. Except for (a) 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 Board of Governors of the Federal Reserve System Board in connection with the Merger and approval or waiver of such applications, filings and notices, (c) the “Federal Reserve Board”) under the BHC Actfiling of applications, the Federal Reserve Actfilings and notices, as amendedapplicable, and with the Office of OCC in connection with the Commissioner of Banks of the State of North Carolina Bank Merger and approval of such applications applications, filings and notices, (bd) the filing of any required applications, filings or notices with any state banking authorities listed on Section 3.4 of the FDIC and any other federal TCF Disclosure Schedule 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”) Section 4.4 of the Chemical Disclosure Schedule and approval of such applications, filings and notices (the “Other Regulatory Approvals”)notices, (ce) the filing with the Securities and Exchange Commission (SEC of the “SEC”) of a Joint Proxy Statement in definitive form relating to the meeting of First Charter’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 (the “Form S-4”) in which the Joint Proxy Statement will be included as a prospectus, and declaration by the SEC of the effectiveness of the Form S-4 and the filing and effectiveness of the registration statement contemplated by Section 1.6(d)S-4, (df) the filing of the Ohio Certificate of Merger with the Delaware Secretary of State of the State of Ohio pursuant to the OGCL DGCL and the Articles of Merger with the Secretary of State of the State of North Carolina Michigan DLRA pursuant to the NCBCA, (e) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment advisers or transfer agents, and federal commodities laws relating to the regulation of futures commission merchants and the rules and regulations thereunder and of any applicable industry self-regulatory organization (“SRO”)MBCA, and the rules and regulations filing of the Nasdaq Global Select Market Global Select MarketBank Merger Certificates, or that are required under consumer finance, mortgage banking and other similar laws, (f) notices or filings under the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), if any, and (g) 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 Fifth Third 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 Fifth Third Chemical Common Stock and New Chemical Preferred Stock (or depositary shares in respect thereof) on the Nasdaq Global Select MarketNasdaq, no consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with (i) the execution and delivery by Chemical of this Agreement or (ii) the consummation by First Charter Chemical of the Merger and the other transactions contemplated by this Agreementhereby (including the Bank Merger). No As of the date hereof, Chemical 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 First Charter of this Agreementthe Bank Merger on a timely basis.

Consents and Approvals. Except for (a) the filing of applications and notices, as applicable, with the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) under the BHC Act, the Federal Reserve Act, as amended, and the Office of the Commissioner of Banks of the State of North Carolina and approval of such applications and notices, (b) 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”) and approval of such applications, filings and notices (the “Other Regulatory Approvals”), (ci) the filing with the Securities and Exchange Commission (SEC of the “SEC”) of a Joint Proxy Statement in definitive form relating to the meeting of First Charter’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 (the “Form S-4”) in which the Proxy Statement will be included as a prospectus, filing and declaration of effectiveness of the Form S-4 S-4, and such reports under Sections 12, 13(a), 13(d), 13(g) and 16(a) of the Exchange Act as may be required in connection with this Agreement, and the filing transactions contemplated hereby and effectiveness of thereby, and obtaining from the registration statement contemplated by Section 1.6(d)SEC such orders as may be required in connection therewith, (dii) the filing of the Ohio Certificate Certificates of Merger with the Secretary of State of the State of Ohio Delaware pursuant to the OGCL DGCL, (iii) any notices or filings under the HSR Act and the Articles termination or expiration of Merger with the Secretary of State of the State of North Carolina pursuant to the NCBCAany applicable waiting period thereunder, (e) 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 advisers or transfer agents, and federal commodities laws relating to the regulation of futures commission merchants and the rules and regulations thereunder and of any applicable industry self-regulatory organization (“SRO”), and the rules and regulations of the Nasdaq Global Select Market Global Select Market, or that are registrations as may be required under consumer financeany foreign antitrust, mortgage banking and other similar lawsmerger control or competition Laws, (f) notices or filings under the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), if any, and (giv) such filings and approvals as are required to be made or obtained under the Securities Act and the securities or “Blue Sky” laws Laws of various states in connection with the issuance of the shares of Fifth Third Dex Common Stock pursuant to this Agreement Agreement, and approval of the listing of such Fifth Third Dex Common Stock on the Nasdaq Global Select MarketNYSE or the NASDAQ, (v) such filings, consents and approvals of Governmental Entities as may be set forth on Section 4.4 of the Dex Disclosure Schedule, (vi) the Dex Stockholder Approval, (vii) such filings or notices required under the rules and regulations of the NYSE or the NASDAQ, and (viii) such other consents, approvals, filings or registrations the failure of which to be made or obtained, individually or in the aggregate, are not reasonably likely to have a Material Adverse Effect on Dex, no consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with (A) the execution and delivery by Dex and the Merger Subs of this Agreement and (B) the consummation by First Charter Dex and the Merger Subs of the Merger 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 the execution and delivery by First Charter of this Agreement.

Consents and Approvals. Except for (ai) filings required under ---------------------- - the filing of applications and notices, as applicable, with the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) under the BHC Act, the Federal Reserve Act, as amended, and the Office of the Commissioner of Banks of the State of North Carolina and approval of such applications and notices, (b) 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”) and approval of such applications, filings and notices (the “Other Regulatory Approvals”), (c) the filing with the Securities and Exchange Commission (the “SEC”) of a Proxy Statement in definitive form relating to the meeting of First Charter’s shareholders to be held Act 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 will be included as a prospectus, and declaration of effectiveness of the Form S-4 and the filing and effectiveness of the registration statement contemplated by Section 1.6(d)hereby, (dii) the filing of a Pre-Merger Notification and Report -- Form by the Ohio Certificate of Merger with the Secretary of State of the State of Ohio pursuant to the OGCL and the Articles of Merger with the Secretary of State of the State of North Carolina pursuant to the NCBCA, (e) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment advisers or transfer agents, and federal commodities laws relating to the regulation of futures commission merchants and the rules and regulations thereunder and of any applicable industry self-regulatory organization (“SRO”), and the rules and regulations of the Nasdaq Global Select Market Global Select Market, or that are required under consumer finance, mortgage banking and other similar laws, (f) notices or filings Company under the HxxxXxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 19761976 and the rules and regulations thereunder (together, as amended the "HSR Act") with the Federal Trade Commission (the “HSR Act”)"FTC") and the Antitrust Division of the Department of Justice (the "Antitrust Division") and such filings as may be required under any other Antitrust Laws, (iii) the filing and recordation of --- appropriate merger documents as required by the GCL and, if anyapplicable, and the laws of other states in which the Company is qualified to do business, (giv) such filings and approvals as are required to be made or obtained -- under the securities or “Blue Sky” blue sky laws or takeover statutes of the various states states, (v) filings with the Department of Housing and Urban Development, FHA - and the Government National Mortgage Association ("GNMA") as set forth in Schedule 4.4 to the Company Disclosure Letter, (vi) filings with Xxxxxx Mae, the -- Federal Home Loan Mortgage Corporation ("Xxxxxxx Mac") and the state regulatory authorities set forth in Schedule 4.4 to the Company Disclosure Letter, and (vii) filings in connection with the issuance of the shares of Fifth Third Common Stock pursuant to this Agreement and approval of listing of such Fifth Third Common Stock on the Nasdaq Global Select Marketany applicable transfer or other taxes in any --- applicable jurisdiction, no consents filing with, and no permit, authorization, consent or approvals of approval of, any court, arbitral tribunal, administrative commission, governmental or filings regulatory body, agency or registrations with any authority whether domestic or foreign (each, a "Governmental Entity are Entity"), is necessary in connection with for the consummation by First Charter the Company of the Merger and transactions contemplated by this Agreement, the other failure to make or obtain which would have a Material Adverse Effect or would prevent or materially delay consummation of the transactions contemplated by this Agreement. No All filings with, or permits, authorizations, consents or and approvals of or filings or registrations with of, any Governmental Entity (but not including, for the avoidance of doubt, Xxxxxx Mae, FHA or GNMA, the approvals of which are addressed separately in Section 4.14(a) and clause (f) of Annex A), in each case as necessary to conduct the mortgage lending and servicing business of the Company and its subsidiaries in connection with all material respects as presently conducted will have been made or obtained prior to the execution acceptance for payment of any Shares pursuant to the Offer. "Antitrust Law" means the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, and delivery by First Charter all other federal and state statutes, rules, regulations, orders, decrees, administrative and judicial doctrines, and other laws, whether domestic or foreign, that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of this Agreementmonopolization or restraint of trade.

Consents and Approvals. Except for (a) the filing of applications applications, filings and notices, as applicable, with the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) FRB under the BHC Act, the Federal Reserve Act, as amended, and the Office of the Commissioner of Banks of the State of North Carolina Act and approval of such applications the applications, filings and notices, (b) the filing of any required applications, filings or notices and notices, as applicable, with the FDIC and any other federal or state bankingFDIC, insurance or other regulatory or self-regulatory authorities or any courts, administrative agencies or commissions or other governmental authorities or instrumentalities (each a “Governmental Entity”) and approval of such the applications, filings filings, and notices (the “Other Regulatory Approvals”)notices, (c) 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 SYBT (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 Securities and Exchange Commission (the “SEC”) of a Proxy Statement in definitive form relating to the meeting of First Charter’s shareholders to be held KDFI in connection with this Agreement the Merger and the transactions contemplated by this Agreement Bank Merger and approval of the applications, filings and notices, (e) the “Proxy Statement”) and filing with the SEC of a registration statement on Form the S-4 (the “Form S-4”) in which the Proxy Statement will be included as a prospectus), and declaration by the SEC of the effectiveness of the Form S-4 and the filing and effectiveness of the registration statement contemplated by Section 1.6(d)S-4, (df) the filing of the Ohio Certificate of Merger with the Secretary of State of the State of Ohio pursuant to the OGCL and the Articles of Merger with the Kentucky Secretary of State of the State of North Carolina pursuant to the NCBCA, (e) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment advisers or transfer agents, and federal commodities laws relating to the regulation of futures commission merchants and the rules and regulations thereunder and of any applicable industry self-regulatory organization (“SRO”)KBCA, and the rules and regulations filing of the Nasdaq Global Select Market Global Select MarketBank Merger Certificates, or that are required under consumer finance, mortgage banking and other similar laws, (f) notices or filings under the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), if any, and (g) 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 Fifth Third SYBT Common Stock pursuant to this Agreement Agreement, (h) the filing of applications, filings and notices, as applicable, with any SRO, (j) 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 (k) the approval of listing the Nevada Division of such Fifth Third Common Stock on Insurance with respect to the Nasdaq Global Select Marketchange in control of the Captive Subsidiary (the “Captive Subsidiary”), no consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with (i) the execution and delivery by SYBT or Merger Subsidiary of this Agreement or (ii) the consummation by First Charter SYBT or Merger Subsidiary of the Merger and the other transactions contemplated by this Agreementhereby (including the Bank Merger). No As of the date hereof, SYBT 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 First Charter of this AgreementBank Merger on a timely basis.

Consents and Approvals. Except for (a) the any application, filing of applications or submission required to be made and noticesany consent, as applicableapproval, with the Board of Governors authorization or authority required to be made or obtained under Title 49 of the Federal Reserve System (United States Code or under any regulation, rule, order, notice or policy of the “Federal Reserve Board”) under the BHC ActFAA, the Federal Reserve ActDOT, as amended, the FCC and the Office of DHS, including the Commissioner of Banks of the State of North Carolina and approval of such applications and noticesTSA, (b) 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”) and approval SEC of such applications, filings and notices (the “Other Regulatory Approvals”), (c) the filing with the Securities and Exchange Commission (the “SEC”) of a Joint Proxy Statement in definitive form relating to the meeting of First Charter’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 (the “Form S-4”) in which the Joint Proxy Statement will be included as a prospectus, and declaration of effectiveness of the Form S-4 S-4, and the filing with the SEC of such reports under, and effectiveness of such other compliance with, the registration statement contemplated by Section 1.6(d)Exchange Act and the Securities Act and the rules and regulations thereunder, (dc) the filing of the Ohio Merger Certificate of Merger with the Delaware Secretary of State of the State of Ohio pursuant to the OGCL Delaware Law and the Articles of Merger with the Secretary of State of the State of North Carolina pursuant relevant authorities in other jurisdictions in which Continental is qualified to the NCBCAdo business, (ed) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment advisers or transfer agents, and federal commodities laws relating to the regulation of futures commission merchants and the rules and regulations thereunder and of any applicable industry self-regulatory organization (“SRO”), and the rules and regulations of the Nasdaq Global Select Market Global Select Market, or that are required under consumer finance, mortgage banking and other similar laws, (f) notices or filings under the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), if anyor any notices, and filings or approvals under any other applicable competition, merger control, antitrust or similar Law or regulation, (ge) 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 Share Issuance, (f) any consent, approval, order, authorization, authority, transfer, waiver, disclaimer, registration, declaration or filing required to be made or obtained from any other Governmental Entity that regulates any aspect of airline operations or business, including environmental (e.g., noise, air emissions and water quality), aircraft, air traffic control and airport communications, agricultural, export/import, immigration and customs, (g) any filings required under the rules and regulations of the shares New York Stock Exchange (the “NYSE”), and (h) such other consents, approvals, orders, authorizations, registrations, declarations, transfers, waivers, disclaimers, and filings the failure of Fifth Third Common Stock pursuant which to this Agreement and approval of listing of such Fifth Third Common Stock be obtained or made would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Nasdaq Global Select MarketContinental, no consents or consents, approvals of or of, filings or registrations with with, or orders, authorizations or authority of any Governmental Entity are necessary in connection with (i) the execution and delivery by Continental of this Agreement and (ii) the consummation by First Charter of the 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 First Charter of this Agreement.

Consents and Approvals. Except for (ai) the filing of applications applications, filings and notices, as applicable, with the Board NYSE, (ii) the filing of Governors of applications, filings and notices, as applicable, with the Federal Reserve System (the “Federal Reserve Board”) Board under the BHC Act, the Federal Reserve Act, as amended, and the Office of the Commissioner of Banks of the State of North Carolina Act and approval of such applications applications, filings and notices, (biii) the filing of applications, filings and notices, as applicable, with 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 state banking authorities listed on Section 3.4 of the FDIC and any other federal Xxxxxx Valley Disclosure Schedule 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”) Section 4.4 of the Sterling Disclosure Schedule and approval of such applications, filings and notices (the “Other Regulatory Approvals”)notices, (cv) the filing with the Securities and Exchange Commission (SEC of the “SEC”) of a Joint Proxy Statement in definitive form relating to the meeting of First Charter’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 (the “Form S-4”) in which the Joint Proxy Statement will be included as a prospectus, and declaration of effectiveness of the Form S-4 and the filing and effectiveness of the registration statement contemplated by Section 1.6(d)S-4, (dvi) the filing of the Ohio Certificate Certificates of Merger with the Secretary of New York State of the State of Ohio Department pursuant to the OGCL NYBCL and the Articles of Merger with the Delaware Secretary of State of the State of North Carolina pursuant to the NCBCA, (e) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment advisers or transfer agents, and federal commodities laws relating to the regulation of futures commission merchants and the rules and regulations thereunder and of any applicable industry self-regulatory organization (“SRO”)DGCL, and the rules and regulations filing of the Nasdaq Global Select Market Global Select Market, or that are required under consumer finance, mortgage banking and other similar lawsBank Merger Certificates, (f) notices or filings under the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), if any, and (gvii) 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 Fifth Third Sterling Common Stock pursuant to this Agreement and the approval of the listing of such Fifth Third Sterling Common Stock on the Nasdaq Global Select MarketNYSE, and (viii) the FINRA Approval, no consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with (A) the execution and delivery by Sterling of this Agreement or (B) the consummation by First Charter Sterling of the 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 First Charter of this AgreementBank Merger on a timely basis.

Consents and Approvals. Except for (ai) the filing of applications and notices, as applicable, with the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) FRB under the BHC Act, HOLA and the Federal Reserve Act, as amended, and the Office of the Commissioner of Banks of the State of North Carolina and approval of such applications and notices, (b) and, in connection with the Mergers, the filing of any required applicationsapplications and notices, filings or notices as applicable, with the FDIC FDIC, the OTS, the OCC or the Department 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”) the FRB and approval of such applicationsapplications and notice, filings and notices (ii) the “Other Regulatory Approvals”), (ciii) the filing with the Securities and Exchange Commission (the “SEC”) SEC of a Proxy Statement in definitive form relating to the meeting of First Charter’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 (the “Form S-4”) in which the Proxy Statement will be included as a prospectus, and the filing and declaration of effectiveness of the Form S-4 and the filing and effectiveness of the registration statement contemplated by Section 1.6(d)Registration Statement, (div) the filing of the Ohio 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 Certificates of Merger with and the acceptance for record by the Secretary of State of the State of Ohio Delaware pursuant to the OGCL and the Articles of Merger with the Secretary of State of the State of North Carolina pursuant to the NCBCADGCL, (ev) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment advisers or transfer agents, and federal commodities laws relating to the regulation of futures commission merchants agents and the rules and regulations thereunder and of any applicable industry self-regulatory organization (“SRO”), and the rules and regulations of the Nasdaq Global Select Market Global Select MarketNASDAQ, or that are required under consumer finance, mortgage banking and other similar laws, laws and (fvi) notices or filings under the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”)filings, if any, and (g) such filings and approvals required 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 shares particular status of Fifth Third Common Stock pursuant to this Agreement and approval of listing of such Fifth Third Common Stock on the Nasdaq Global Select MarketUNNF, no consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with the consummation by First Charter of the 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 (A) the execution and delivery by First Charter DFSC, DGI, DAI and DMIC of this Agreement, (B) the consummation by DFSC and DAI of the Mergers, (C) the consummation by Province of the Bank Merger and (D)the other transactions this Agreement contemplates.

Consents and Approvals. Except for (a) the filing of applications and notices, as applicable, with the Board of Governors of the FDIC and Federal Reserve System (the “Federal Reserve Board”) under the BHC Act, the Federal Reserve Act, as amended, and the Office of the Commissioner of Banks of the State of North Carolina Board and approval of such applications and notices, (b) the filing of any required applicationsapplications and notices, filings or notices as applicable, 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 Commissioner of Banking of the State of New Jersey (each a “Governmental Entity”the "Commissioner") and approval of such applications, filings applications and notices (the “Other Regulatory Approvals”)notices, (c) the filing with the Securities and Exchange Commission (the “"SEC”") of a Proxy Statement proxy statement in definitive form relating to the meeting of First Charter’s the Company's shareholders (and, if determined by the Buyer to be necessary, the meeting of the Buyer's shareholders) to be held in connection with this Agreement and the transactions contemplated by this Agreement hereby (the “"Proxy Statement”") and the filing and declaration of a effectiveness of the registration statement on Form S-4 (the “Form "S-4”") in which the Proxy Statement will be included as a prospectus, and declaration (d) the approval of effectiveness this Agreement by the requisite vote of the Form S-4 and the filing and effectiveness shareholders of the registration statement contemplated by Section 1.6(d)Company, (de) the filing of the Ohio Certificate of Merger with the Secretary of State of the State of Ohio pursuant to the OGCL and the Articles of Merger with the Secretary of State of the State of North Carolina pursuant to the NCBCA, (e) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment advisers or transfer agents, and federal commodities laws relating to the regulation of futures commission merchants and the rules and regulations thereunder and of any applicable industry self-regulatory organization (“SRO”), and the rules and regulations of the Nasdaq Global Select Market Global Select Market, or that are required under consumer finance, mortgage banking and other similar lawsOCC Notice, (f) notices or filings under approval of the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act listing of 1976the Buyer Common Stock to be issued in the Merger on the Nasdaq/NMS, as amended (the “HSR Act”), if any, and (g) such filings and approvals as are shall be required to be made with any applicable state securities bureaus or obtained commissions, (h) such consents, authorizations, approvals or exemptions under the securities or “Blue Sky” laws of various states Environmental Laws (as defined in connection Section 3.17) and notices and filings with the issuance Internal Revenue Service (the "IRS") or the Pension Benefit Guaranty Corporation (the "PBGC") with respect to employee benefit plans as are described in Section 3.4 of the shares Company Disclosure Schedule and (i) such other filings, authorizations or approvals as may be set forth in Section 3.4 of Fifth Third Common Stock pursuant to this Agreement and approval of listing of such Fifth Third Common Stock on the Nasdaq Global Select MarketCompany 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 or (2) the consummation by First Charter the Company of the 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 First Charter of this Agreementhereby.

Consents and Approvals. Except for (ai) the filing of applications and notices, as applicable, with the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) under the BHC Act, the Federal Reserve Act, as amended, and the Office of the Commissioner of Banks of the State of North Carolina Act and approval of such applications and notices, (bii) the filing of any required applications, filings or notices with the FDIC FDIC, the GDBF and any other federal or state banking, insurance or other regulatory or self-regulatory authorities or any courts, administrative agencies or commissions or other governmental authorities or instrumentalities (each a “Governmental Entity”) and approval of such applications, filings and notices (the “Other Regulatory Approvals”), (ciii) the filing with the Securities and Exchange Commission (the “SEC”) of a Proxy Statement in definitive form relating to the meeting of First CharterGBC’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 (the “Form S-4”) in which the Proxy Statement will be included as a prospectus, and declaration of effectiveness of the Form S-4 and the filing and effectiveness of the registration statement contemplated by Section 1.6(d1.5(e), (div) the filing of the Ohio Certificate of Merger with the Secretary of State of the State of Ohio pursuant to the OGCL and the Articles of Merger with the Secretary of State of the State of North Carolina pursuant to the NCBCANCBCA and with the Secretary of State of the State of Georgia pursuant to the GBCC, (ev) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment advisers or transfer agents, and federal commodities laws relating to the regulation of futures commission merchants and the rules and regulations thereunder and of any applicable industry self-regulatory organization (“SRO”), and the rules and regulations of the Nasdaq Global Select Market Global Select National Market, or that are required under consumer finance, mortgage banking and other similar laws, (f) notices or filings under the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), if any, and (gvi) 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 Fifth Third First Charter Common Stock pursuant to this Agreement and approval of listing of such Fifth Third First Charter Common Stock on with the Nasdaq Global Select National Market, no consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with the consummation by First Charter GBC of the 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 First Charter GBC of this Agreement.

Consents and Approvals. Except for (a) the filing of applications and notices, as applicable, with the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) under the BHC Act, the Federal Reserve Act, as amended, and the Office of the Commissioner of Banks of the State of North Carolina and approval of such applications and notices, (b) 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”) and approval of such applications, filings and notices (the “Other Regulatory Approvals”), (c) the filing with the Securities and Exchange Commission (the “SEC”) of a Proxy Statement in definitive form relating Subject to the meeting terms and conditions of First Charter’s shareholders this Agreement, each of CME Holdings and CBOT Holdings will use its reasonable best efforts to take, or cause to be held in connection with this Agreement taken, all actions 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 will be included as a prospectus, and declaration of effectiveness of the Form S-4 and the filing and effectiveness of the registration statement contemplated by Section 1.6(d), (d) the filing of the Ohio Certificate of Merger with the Secretary of State of the State of Ohio pursuant to the OGCL and the Articles of Merger with the Secretary of State of the State of North Carolina pursuant to the NCBCA, (e) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment advisers or transfer agents, and federal commodities laws relating to the regulation of futures commission merchants and the rules and regulations thereunder and of any applicable industry self-regulatory organization (“SRO”), and the rules and regulations of the Nasdaq Global Select Market Global Select Marketdo, or that are required under consumer finance, mortgage banking and other similar laws, (f) notices or filings under the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), if any, and (g) such filings and approvals as are required cause to be made done, all things necessary, proper or obtained advisable under the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of Fifth Third Common Stock pursuant applicable Law to this Agreement and approval of listing of such Fifth Third Common Stock on the Nasdaq Global Select Market, no consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with the consummation by First Charter of consummate the Merger and the other transactions contemplated by this Agreement, including using reasonable best efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VII to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities or Self-Regulatory Organizations and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities or Self-Regulatory Organizations, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity or Self-Regulatory Organization, (iii) the obtaining of all necessary consents, approvals or waivers from third parties, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity or Self-Regulatory Organization vacated or reversed; (v) the taking of all reasonable acts and efforts, from the date of this Agreement to the Effective Time, to cause the Merger to qualify as a reorganization within the meaning of Section 368(a) of the Code; and (vi) the execution or delivery of additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In furtherance and not in limitation of the foregoing, each of CME Holdings and CBOT Holdings shall (A) make or cause to be made the filings required of such party under the HSR Act, the Commodity Exchange Act and the Foreign Competition Laws with respect to the transactions contemplated by this Agreement as promptly as practicable after the date of this Agreement, (B) comply at the earliest practicable date with any request under the HSR Act for additional information, documents or other materials received by such party from the U.S. Federal Trade Commission (“FTC”), the Antitrust Division of the U.S. Department of Justice (the “Antitrust Division”) or by any other Governmental Entity or Self-Regulatory Organization (including under any Foreign Competition Laws) in respect of such filings or such transactions and (C) act in good faith and reasonably cooperate with the other party in connection with any such filings (including, if requested by the other party, to accept all reasonable additions, deletions or changes suggested by the other party in connection therewith) and in connection with resolving any investigation or other inquiry of any such agency or other Governmental Entity or Self-Regulatory Organization under any of the HSR Act, the Foreign Competition Laws, the Xxxxxxx Act, the Xxxxxxx Act, the Commodity Exchange Act and any other Laws or Orders that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, the “Antitrust Laws”) with respect to any such filing or any such transaction. To the extent not prohibited by applicable Law, CBOT Holdings shall use all commercially reasonable efforts to furnish to CME Holdings all information required for any application or other filing to be made pursuant to any applicable Law in connection with the transactions contemplated by this Agreement. Each Party shall give each other Party reasonable prior notice of any communication with, and any proposed understanding, undertaking or agreement with, any Governmental Entity or Self-Regulatory Organization regarding any such filings or any such transaction. No consents Party shall independently participate in any meeting, or approvals of or filings or registrations engage in any substantive conversation, with any Governmental Entity are necessary or Self-Regulatory Organization in respect of any such filings, investigation or other inquiry without giving the other Party prior notice of the meeting or conversation and, unless prohibited by such Governmental Entity or Self-Regulatory Organization, the opportunity to attend or participate. Each Party shall consult and cooperate with one another in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any Party in connection with proceedings under or relating to the execution HSR Act, the Foreign Competition Laws or other Antitrust Laws. CME Holdings and delivery by First Charter CBOT Holdings shall mutually cooperate in coordinating any filings and obtaining any necessary approvals under the HSR Act, the Foreign Competition Laws, Commodity Exchange Act or any other Antitrust Laws, including the timing of the initial filing, which will be made as promptly as practicable after the date of this Agreement.

Consents and Approvals. Except for (a) the filing of applications any application, filing, or submission required to be made and noticesany consent, as applicableapproval, with the Board of Governors authorization, or authority required to be made or obtained under Title 49 of the United States Code or under any regulation, rule, order, notice, or policy of the U.S. Federal Reserve System Aviation Administration (the “Federal Reserve BoardFAA”) under ), the BHC ActU.S. Department of Transportation (the “DOT”), the Federal Reserve Act, as amendedCommunications Commission (the “FCC”), and the Office U.S. Department of the Commissioner of Banks of the State of North Carolina and approval of such applications and notices, (b) 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”) and approval of such applications, filings and notices Homeland Security (the “Other Regulatory ApprovalsDHS”), including the U.S. Transportation Security Administration (the “TSA”), (cb) the filing with the Securities and Exchange Commission (the “SEC”) of a Proxy Statement in definitive form relating to the meeting of First Charter’s shareholders to be held in connection with this Agreement and the transactions contemplated by this Agreement AirTran Stockholders Meeting (the “Proxy Statement”) and of a registration statement on Form S-4 (the “Form S-4”) , in which the Proxy Statement will be included as a prospectus(the “Form S-4”), and declaration of effectiveness of the Form S-4 S-4, and the filing with the SEC of such reports under, and effectiveness such other compliance with, the Securities Exchange Act of 1934 (the registration statement contemplated by Section 1.6(d“Exchange Act”), the Securities Act of 1933 (d) the filing of the Ohio Certificate of Merger with the Secretary of State of the State of Ohio pursuant to the OGCL and the Articles of Merger with the Secretary of State of the State of North Carolina pursuant to the NCBCA, (e) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment advisers or transfer agents, and federal commodities laws relating to the regulation of futures commission merchants and the rules and regulations thereunder and of any applicable industry self-regulatory organization (“SROSecurities Act”), and the rules and regulations thereunder, (c) the filing of the Nasdaq Global Select Market Global Select Market, or that are required under consumer finance, mortgage banking and other similar lawsArticles of Merger with the Nevada Secretary of State pursuant to the NRS, (fd) any notices or filings under the HxxxXxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), if any, and (ge) such filings and approvals as are required to be made or obtained under the applicable state securities or “Blue Skyblue sky” laws of various states Laws in connection with the issuance by Southwest of the shares of Fifth Third Southwest Common Stock issuable pursuant to ARTICLE II, (f) any filings required under the rules and regulations of the NYSE, (g) notices and supplemental indentures under the AirTran Notes or the AirTran Indentures, (h) consents and approvals listed in Section 3.4 of the AirTran Disclosure Letter, and (i) such other consents, approvals, Orders, authorizations, registrations, declarations, transfers, waivers, disclaimers, and filings the failure of which to be obtained or made would not result in a AirTran Material Adverse Effect or be reasonably likely, individually or in the aggregate, to prevent, materially delay, or materially impair the ability of AirTran to perform its obligations under this Agreement and approval of listing of such Fifth Third Common Stock on or to consummate the Nasdaq Global Select Markettransactions contemplated by this Agreement, no consents or consents, approvals of or filings of, filings, or registrations with with, or Orders, authorizations, or authority of any Governmental Entity Authority are necessary in connection with (i) the execution and delivery by AirTran of this Agreement, (ii) the consummation by First Charter of the Merger and the other transactions contemplated by this Agreement. No consents or approvals Agreement by AirTran, and (iii) the performance by AirTran of or filings or registrations with any Governmental Entity are necessary in connection with the execution and delivery by First Charter of this Agreementobligations hereunder.

Consents and Approvals. Except for (ai) the filing of applications applications, filings and notices, as applicable, with the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) Board under the BHC Act, Act and OSFI under the Federal Reserve Act, as amended, and the Office of the Commissioner of Banks of the State of North Carolina Bank Act (Canada) and approval of such applications applications, filings and notices, (bii) the filing of any required applications, filings or notices notices, as applicable, with FINRA and the FDIC and any other federal or state banking, insurance or other regulatory or self-regulatory authorities or any courts, administrative agencies or commissions or other governmental authorities or instrumentalities (each a “Governmental Entity”) and approval of such applications, filings and notices (the “Other Regulatory Approvals”)notices, (ciii) the filing with the Securities and Exchange Commission (SEC of the “SEC”) of a Proxy Statement in definitive form relating to the meeting of First Charter’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 (the “Form S-4”) F-4 in which the Proxy Statement will be included as a prospectus, and declaration of effectiveness of the Form S-4 and the filing and effectiveness of the registration statement contemplated by Section 1.6(d)F-4, (div) the filing of the Ohio Certificate of Merger with the Delaware Secretary of State of the State of Ohio pursuant to the OGCL and the Articles of Merger with the Secretary of State of the State of North Carolina pursuant to the NCBCADGCL, (ev) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment advisers or transfer agents, and federal commodities laws relating to the regulation of futures commission merchants and the rules and regulations thereunder and filing of any applicable industry self-regulatory organization (“SRO”), and the rules and regulations of the Nasdaq Global Select Market Global Select Market, or that are required under consumer finance, mortgage banking and other similar laws, (f) notices or other filings under the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), if any, and (gvi) 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 Fifth Third Parent Common Stock Shares pursuant to this Agreement and (vii) the approval of the listing of such Fifth Third Parent Common Stock Shares and the New Parent Preferred Shares on the Nasdaq Global Select MarketNYSE and, in the case of such Parent Common Shares only, the TSX, 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 Holdco of this Agreement or (B) the consummation by First Charter each of Parent and Holdco of the Merger and the other transactions contemplated by this Agreementhereby. As of the date hereof, neither Parent nor Holdco is 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. No consents vote or approvals other approval of the shareholders or filings or registrations with any Governmental Entity are necessary other securityholders of Parent is required in connection with the execution and execution, delivery by First Charter or performance of this AgreementAgreement or to consummate the transactions contemplated hereof (including the issuance of stock consideration) in accordance with the terms hereof, whether by reason of applicable law, the organizational documents of Parent, the rules or requirements of any exchange, or otherwise.

Consents and Approvals. Except for (a) the filing of applications and notices, as applicable, with the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) under the BHC Act, the Federal Reserve Act, as amended, and the Office of the Commissioner of Banks of the State of North Carolina and approval of such applications and notices, (b) 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”) and approval of such applications, filings and notices (the “Other Regulatory Approvals”), (c) the filing with the Securities and Exchange Commission (the “SEC”) SEC of a Proxy Statement proxy statement in definitive form relating to the meeting of First CharterSeller’s shareholders stockholders to be held in connection with this Agreement and of 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 such proxy statement will be included as a prospectus, and declaration of effectiveness of the Form S-4 and the filing and effectiveness of the registration statement contemplated by Section 1.6(d)S-4, (d) the filing of the Ohio Certificate of Merger with the Secretary of State of the State of Ohio pursuant to the OGCL and the Articles of Merger with the Delaware Secretary of State of and the State of North Carolina Secretary of State pursuant to the DGCL and NCBCA, (e) the filing of the Bank Merger Certificates, and (f) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment advisers or transfer agents, and federal commodities laws relating to the regulation of futures commission merchants and the rules and regulations thereunder and of any applicable industry self-regulatory organization (“SRO”), and the rules and regulations of the Nasdaq Global Select Market Global Select MarketNew York Stock Exchange (“NYSE”), or that are required under consumer finance, mortgage banking and other similar laws, (f) notices or filings under the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), if any, and (g) 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 Fifth Third Common Stock pursuant to this Agreement and approval of listing of such Fifth Third Common Stock on the Nasdaq Global Select Market, no consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with the consummation by First Charter Seller of the 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 First Charter Seller of this Agreement.

Consents and Approvals. Except for (aa)(i) the filing of applications and notices, as applicable, compliance with the Board of Governors premerger notification filing requirements under Part IX of the Federal Reserve System Competition Act (the “Federal Reserve Board”Canada) under the BHC Act, the Federal Reserve Act, as amended, and the Office expiration of the Commissioner applicable waiting period in relation thereto or (ii) receipt of Banks an advance ruling certificate (an "ARC") pursuant to section 102 of the State of North Carolina and approval of such applications and noticesCompetition Act (Canada), (b) the filing of any required applications, filings or notices applications with the FDIC and any other federal or state banking, insurance or other regulatory or self-appropriate financial regulatory authorities in the provinces, states and countries in which Newcourt or any courts, administrative agencies or commissions or other governmental authorities or instrumentalities (each a “Governmental Entity”) and approval of such applications, filings and notices (the “Other Regulatory Approvals”)Newcourt Subsidiary conducts business, (c) receipt of exemption orders from the provincial securities regulators from the registration and prospectus requirements with respect to the Exchangeable Shares, (d) the filing with the Securities Court, the SEC, the OSC and Exchange Commission (the “SEC”) other Canadian securities regulatory authorities of a Proxy Statement joint proxy statement and proxy circular in definitive form relating to the meeting meetings of First Charter’s Newcourt's shareholders and CIT's shareholders to be held in connection with this Agreement and the transactions contemplated by this Agreement hereby (the “"Proxy Statement”Circular") and the mailing to Newcourt's shareholders of a registration statement on Form S-4 (the “Form S-4”) in which the Proxy Statement will be included as a prospectusCircular and, if required, the filing by CIT and declaration of the effectiveness of the Form S-4 and the filing and effectiveness Registration Statement in respect of the registration statement contemplated by Section 1.6(d)shares of CIT Common Stock issuable pursuant to the Arrangement or upon the exchange of the Exchangeable Shares, (de) the approval of the Plan of Arrangement by the requisite vote of the shareholders of Newcourt, (f) filings with the Director appointed pursuant to Section 278 of the OBCA, (g) approval of the TSE regarding the listing of the Exchangeable Shares, (i) the approval of the Court of the Arrangement and the filing of the Ohio Certificate Articles of Merger with Arrangement and any other documents required by the Secretary OBCA by way of State issuance of the State of Ohio pursuant to the OGCL Interim Order and the Articles of Merger with the Secretary of State of the State of North Carolina pursuant to the NCBCAFinal Order, (eh) any consentssuch filings, authorizations, approvalsorders and approvals as may be required under the Ontario Securities Act and other relevant Canadian securities statutes, filings any other applicable federal, provincial or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment advisers or transfer agents, and federal commodities laws relating to the regulation of futures commission merchants and the rules and regulations thereunder and of any applicable industry self-regulatory organization (“SRO”)the TSE, the ME and the rules NYSE and regulations (j) such filings, authorizations or approvals as may be set forth in Section 4.4 of the Nasdaq Global Select Market Global Select Market, or that are required under consumer finance, mortgage banking and other similar laws, (f) notices or filings under the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), if any, and (g) 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 Fifth Third Common Stock pursuant to this Agreement and approval of listing of such Fifth Third Common Stock on the Nasdaq Global Select MarketNewcourt Disclosure Schedule, no consents consents, orders or approvals of or filings or registrations with any foreign or domestic court, regulatory body, 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 Newcourt of this Agreement and the Plan of Arrangement and (2) the consummation by First Charter Newcourt of the Merger 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 First Charter of this Agreementhereby.

Consents and Approvals. Except for (a) On or as promptly as practicable after the filing date hereof, the Selling Parties shall cause Parent to deliver notice (a copy of applications which will be furnished to Buyer) to the Federal Trade Commission, as required under that certain order, dated June 17, 1998, to which Parent is subject (the "CONSENT DECREE"). The Selling Parties and Buyer shall each use all commercially reasonable efforts to obtain, and in the case of the Selling Parties, cause Parent and the Partnership Entities to obtain, all necessary consents, waivers, authorizations and approvals of all Governmental Authorities and of all other Persons required in connection with the execution, delivery and performance by such party of this Agreement and will cooperate fully with the other party in promptly seeking to obtain all such authorizations, consents, orders, and approvals, giving such notices, and making such filings. If the parties agree that a filing is required, each party shall (i) file or cause to be filed, as applicablepromptly as practicable (and in any event within five (5) business days after the execution and delivery of this Agreement), with the Board Federal Trade Commission and the United States Department of Governors of the Federal Reserve System (the “Federal Reserve Board”) Justice, all reports and other documents required to be filed by such party under the BHC Act, the Federal Reserve Act, as amended, and the Office of the Commissioner of Banks of the State of North Carolina and approval of such applications and notices, (b) 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”) and approval of such applications, filings and notices (the “Other Regulatory Approvals”), (c) the filing with the Securities and Exchange Commission (the “SEC”) of a Proxy Statement in definitive form relating to the meeting of First Charter’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 (the “Form S-4”) in which the Proxy Statement will be included as a prospectus, and declaration of effectiveness of the Form S-4 and the filing and effectiveness of the registration statement contemplated by Section 1.6(d), (d) the filing of the Ohio Certificate of Merger with the Secretary of State of the State of Ohio pursuant to the OGCL and the Articles of Merger with the Secretary of State of the State of North Carolina pursuant to the NCBCA, (e) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment advisers or transfer agents, and federal commodities laws relating to the regulation of futures commission merchants and the rules and regulations thereunder and of any applicable industry self-regulatory organization (“SRO”), and the rules and regulations of the Nasdaq Global Select Market Global Select Market, or that are required under consumer finance, mortgage banking and other similar laws, (f) notices or filings under the HxxxXxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended 0000 (xxx "XXX XXX") concerning the “HSR Act”), if any, transactions contemplated hereby and (gii) such filings and approvals as are required promptly comply with or cause to be made complied with any requests by the Federal Trade Commission or obtained under the securities or “Blue Sky” laws United States Department of various states Justice for additional information concerning such transactions, in connection with each case so that the issuance of the shares of Fifth Third Common Stock pursuant waiting period applicable to this Agreement and approval of listing of such Fifth Third Common Stock on the Nasdaq Global Select Market, no consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with the consummation by First Charter of the 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 under the HSR Act shall expire as soon as practicable after the execution and delivery by First Charter of this Agreement. Each party agrees to request, and to cooperate with the other party in requesting, early termination of any applicable waiting period under the HSR Act. The costs of any filing fees required in connection with any HSR filing shall be borne equally between Buyer, on the on hand, and the Selling Parties, on the other hand; provided, however, that any and all costs and expenses otherwise incurred by any of the parties in connection with obtaining any necessary consents, waivers, authorizations and approvals hereunder shall be borne solely by the party required to obtain or deliver such consents, waivers, authorizations and approvals; provided, further, any and all costs and expenses incurred by any of the parties in connection with obtaining the waivers, consents and amendments referred to in Section 5.13 hereunder shall be borne by the Selling Parties.

Consents and Approvals. Except for (a) the filing of applications applications, filings and notices, as applicable, with the Board New York Stock Exchange, (b) the filing of Governors of applications, filings and notices, as applicable, with the Federal Reserve System (the “Federal Reserve Board”) under the BHC Act, the Federal Reserve Act, as amended, and the Office of the Commissioner of Banks of the State of North Carolina Board and approval of such applications applications, filings and notices, (bc) the filing of applications, filings and notices, as applicable, with the Georgia Department of Banking and Finance in connection with the Merger and the Bank Merger and approval of such applications, filings and notices, (d) the filing of any required applications, filings or notices with any state banking authorities listed on Section 3.4 of the FDIC and any other federal Company Disclosure Schedule 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”) Section 4.4 of the Parent Disclosure Schedule and approval of such applications, filings and notices (the “Other Regulatory Approvals”)notices, (ce) the filing with the Securities and Exchange Commission (SEC of the “SEC”) of a Joint Proxy Statement in definitive form relating to the meeting of First Charter’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 (the “Form S-4”) in which the Joint Proxy Statement will be included as a prospectus, and declaration by the SEC of the effectiveness of the Form S-4 and the filing and effectiveness of the registration statement contemplated by Section 1.6(d)S-4, (df) the filing of the Ohio Certificate of Merger with the Delaware Secretary of State of the State of Ohio pursuant to the OGCL and the Articles of Merger with the Secretary of State of the State of North Carolina pursuant to the NCBCA, (e) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment advisers or transfer agents, and federal commodities laws relating to the regulation of futures commission merchants and the rules and regulations thereunder and of any applicable industry self-regulatory organization (“SRO”)DGCL, and the rules and regulations filing of the Nasdaq Global Select Market Global Select MarketBank Merger Certificates, or that are required under consumer finance, mortgage banking and other similar laws, (f) notices or filings under the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), if any, and (g) 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 Fifth Third Parent Common Stock pursuant to this Agreement and (h) the approval of the listing of such Fifth Third Parent Common Stock on the Nasdaq Global Select MarketNew York Stock Exchange, 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 or Merger Sub of this Agreement or (ii) the consummation by First Charter Parent or Merger Sub of the Merger and the other transactions contemplated by this Agreementhereby (including the Bank Merger). No As of the date hereof, Parent 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 First Charter of this AgreementBank Merger on a timely basis.

Consents and Approvals. Except for (a) the filing of applications any required applications, filings, notices and noticesrequests for waiver, as applicable, with the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) Board under the BHC Act, the Federal Reserve Act, as amended, and the Office of the Commissioner of Banks of the State of North Carolina Act and approval of such applications applications, filings and noticesnotices or granting of such waivers, as applicable, (b) the filing of any required applications, filings or notices and notices, as applicable, with the FDIC and any other federal or state bankingthe Texas Department of Banking in connection with the Bank Merger, insurance or other regulatory or self-regulatory authorities or any courts, administrative agencies or commissions or other governmental authorities or instrumentalities (each a “Governmental Entity”) and approval of such applications, filings and notices (the “Other Regulatory Approvals”)notices, (c) the filing of an exit notice with the Securities OCC pursuant to 12 C.F.R. § 5.33(k) with respect to the Bank Merger and Exchange Commission the filing of any other required applications, filings or notices with any federal or state banking authorities listed on Section 3.4 of the CBTX Disclosure Schedule or Section 4.4 of the Allegiance Disclosure Schedule and approval of such applications, filings and notices, (d) the “SEC”filing of any required applications, filings and notices, as applicable, with the NASDAQ, (e) the filing by CBTX with the SEC of a the Joint Proxy Statement in definitive form relating to the meeting of First Charter’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 (the “Form S-4”) in which the Joint Proxy Statement will be included as a prospectus, and the declaration of effectiveness of the Form S-4 and the filing and effectiveness of the registration statement contemplated by Section 1.6(d)S-4, (df) the filing of the Ohio Certificate of Merger with the Texas Secretary of State of the State of Ohio pursuant to the OGCL and TBOC, (g) the Articles of Merger with the Secretary of State filing of the State of North Carolina pursuant to the NCBCA, (e) any consents, authorizations, approvals, filings or exemptions in connection with compliance Bank Merger Certificates with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment advisers or transfer agents, and federal commodities laws relating to the regulation of futures commission merchants and the rules and regulations thereunder and of any Governmental Entities as required by applicable industry self-regulatory organization (“SRO”), and the rules and regulations of the Nasdaq Global Select Market Global Select Market, or that are required under consumer finance, mortgage banking and other similar laws, (f) notices or filings under the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), if any, law and (gh) 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 Fifth Third CBTX Common Stock pursuant to this Agreement and the approval of the listing of such Fifth Third CBTX Common Stock on the Nasdaq Global Select MarketNASDAQ, no consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with (i) the execution and delivery by Allegiance of this Agreement or (ii) the consummation by First Charter Allegiance of the Merger and the other transactions contemplated hereby (including the Bank Merger). As of the date hereof, Allegiance has no knowledge of any reason why the necessary regulatory approvals and consents will not be received by this Agreement. No consents or approvals Allegiance to permit consummation of or filings or registrations with any Governmental Entity are necessary in connection with the execution Merger and delivery by First Charter of this AgreementBank Merger on a timely basis.

Consents and Approvals. (a) Except for (ai) the filing of applications any required applications, listing applications, filings and notices, as applicable, with the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) under the BHC Act, the Federal Reserve Act, as amendedNYSE American, and the Office (ii) such other consents, approvals, filings or registrations as may be required under any antitrust or competition Laws of the Commissioner of Banks of the State of North Carolina U.S. and approval of such applications and noticesnon-U.S. jurisdictions (collectively, “Competition Laws”), (biii) the filing of any required applications, filings or notices with the FDIC and notices, as applicable, for foreign investment clearance of any other federal or state banking, insurance or other regulatory or self-regulatory authorities or any courts, administrative agencies or commissions or other governmental authorities or instrumentalities (each a “Governmental Entity”) and approval of such applications, filings and notices (the “Other Regulatory Approvals”)jurisdiction, (civ) the filing by Camber with the United States Securities and Exchange Commission (the “SEC”) of a Proxy Statement joint proxy statement in definitive form relating to the meeting of First Charter’s shareholders to be held in connection with this Agreement and the transactions contemplated by this Agreement (including any amendments or supplements thereto, 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 prospectusprospectus (the “S-4”), and the declaration of effectiveness of the Form S-4 and the filing and effectiveness of the registration statement contemplated by Section 1.6(d)S-4, (dv) the filing of the Ohio Certificate of Merger with the Secretary of State of the State of Ohio pursuant to the OGCL and the Articles of Merger with the Nevada Secretary of State of the State of North Carolina pursuant to the NCBCA, (e) any consents, authorizations, approvals, NRS and all other filings required under the NRS or exemptions by the Nevada Secretary in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment advisers or transfer agents, and federal commodities laws relating to the regulation of futures commission merchants and the rules and regulations thereunder and of any applicable industry self-regulatory organization (“SRO”), and the rules and regulations of the Nasdaq Global Select Market Global Select Market, or that are required under consumer finance, mortgage banking and other similar lawsMerger, (f) notices or filings under the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), if any, and (gvi) 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 Fifth Third Camber Common Stock and New Camber Preferred pursuant to this Agreement and the approval of the listing of such Fifth Third Camber Common Stock on the Nasdaq Global Select MarketNYSE American, as applicable; and (v vii) the consent of the holders of Camber’s Series C Preferred Stock and Series G Preferred Stock, no material consents or approvals of of, or filings or registrations with with, any court, administrative agency or commission or other governmental or regulatory authority or instrumentality or self-regulatory organization (SRO) (each a “Governmental Entity Entity”) are necessary in connection with the consummation by First Charter of the 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 (A) the execution and delivery by First Charter Camber of this Agreement., or (B) the consummation by Xxxxxx of the transactions contemplated hereby. As of the date hereof, Xxxxxx is not aware of any reason why the necessary regulatory approvals and consents will not be received by Camber or Merger Sub to permit consummation of the Merger on a timely basis. As of the date hereof, to the knowledge of Camber, there is no fact or circumstance existing that would require or reasonably be expected to require either party to invoke their right to change the structure of effecting the combination of Viking and Camber to a Direct Merger (as defined below) pursuant to Section 6.15 hereof. February 2021 - April 2023 – First Amendment to

Consents and Approvals. Except for (ai) the filing of applications and notices, as applicable, with the Board of Governors of the Federal Reserve System (the “"Federal Reserve Board”") under the BHC Act, (ii) the Federal Reserve Act, as amended, and filing of any requisite applications with the Office of the Commissioner of Banks Comptroller of the State Currency (the "OCC") or the Federal Deposit Insurance Corporation (the "FDIC") in connection with the merger of North Carolina Subsidiaries of CBI and approval of such applications and noticesBancorp, (biii) the filing of any required applications, filings applications or notices with the FDIC and any other federal or state banking, insurance or other bank regulatory or self-regulatory authorities or any courts, administrative agencies or commissions or other governmental authorities or instrumentalities (each a “Governmental Entity”) and approval of such applications, filings and notices (the “Other Regulatory "State Approvals”"), (civ) the filing with the Securities and Exchange Commission (the “SEC”) SEC of a Proxy Statement proxy statement in definitive form relating to the meeting of First Charter’s CBI's shareholders to be held in connection with this Agreement and the transactions contemplated by this Agreement hereby (the “"Proxy Statement”") and of a the registration statement on Form S-4 (the “Form "S-4”") in which the Proxy Statement will be included as a prospectus, and declaration of effectiveness of the Form S-4 and the filing and effectiveness of the registration statement contemplated by Section 1.6(d), (dv) the filing of the Ohio Certificate of Merger with the Secretary of State of the State of Ohio pursuant to the OGCL and the Articles of Merger with the Oregon Secretary of State of the State of North Carolina pursuant to the NCBCAOBCA, (evi) any consents, authorizations, approvals, filings or exemptions in connection with compliance the filing of the Certificate of Merger with the applicable provisions of federal and state securities laws relating Delaware Secretary pursuant to the regulation of broker-dealers, investment advisers or transfer agents, and federal commodities laws relating to the regulation of futures commission merchants and the rules and regulations thereunder and of any applicable industry self-regulatory organization (“SRO”), and the rules and regulations of the Nasdaq Global Select Market Global Select Market, or that are required under consumer finance, mortgage banking and other similar lawsDGCL, (f) notices or filings under the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), if any, and (gvii) 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 Fifth Third Bancorp Common Stock pursuant to this Agreement and Agreement, (viii) the approval of listing this Agreement by the requisite vote of such Fifth Third Common Stock on the Nasdaq Global Select Marketshareholders of CBI, and (ix) the consents and approvals set forth in CBI 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 (A) the execution and delivery by CBI of this Agreement and (B) the consummation by First Charter CBI of the 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 First Charter of this Agreementhereby.

Consents and Approvals. Except for (ai) any notices or filings required by the HSR Act or other Antitrust Law and the termination or expiration of the waiting period under the HSR Act or other Antitrust Law, (ii) the filing of any other required applications and notices, as applicable, or notices with the Board any state or foreign agencies of Governors of the Federal Reserve System (the “Federal Reserve Board”) under the BHC Act, the Federal Reserve Act, as amended, and the Office of the Commissioner of Banks of the State of North Carolina competent jurisdiction and approval of such applications and notices, (b) 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”) and approval of such applications, filings and notices (the “Other Regulatory Approvals”), (ciii) the filing with the Securities SEC of (A) a proxy statement/prospectus related to the transactions contemplated by this Agreement and Exchange Commission the matters to be submitted to the Unitholders at the Unitholder Meeting (as may be amended or supplemented from time to time, the “SECProxy Statement/Prospectus”), and (B) of a Proxy Statement in definitive form relating to such other reports or filings under the meeting of First Charter’s shareholders to Exchange Act or the Securities Act as may be held required 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 will be included as a prospectus, and declaration of effectiveness of the Form S-4 and the filing and effectiveness of the registration statement contemplated by Section 1.6(d)Agreement, (div) the filing of the Ohio Certificate of Merger with the Secretary of State of the State of Ohio Delaware pursuant to the OGCL DRULPA and the Articles of Merger with the Secretary of State of the State of North Carolina pursuant to the NCBCALLC Act, (ev) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment advisers or transfer agents, and federal commodities laws relating to the regulation of futures commission merchants and the rules and regulations thereunder and of any applicable industry self-regulatory organization (“SRO”), and the rules and regulations of the Nasdaq Global Select Market Global Select Market, or that are required under consumer finance, mortgage banking and other similar lawsNYSE, (f) notices or filings under the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), if any, and (gvi) 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 shares of Fifth Third Common Stock Parent Shares pursuant to this Agreement Agreement, (vii) the filings, clearances, consents, notices and approval approvals set forth in Section 3.5 of listing of the Company Disclosure Letter and (viii) such Fifth Third Common Stock on filings, clearances, consents, notices and approvals as would not reasonably be expected to have a Company Material Adverse Effect (the Nasdaq Global Select Marketconsents referred to in clauses (i) through (viii), the “Company Consents”), no consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with the consummation by First Charter of the Merger and the other transactions contemplated by this Agreement. No consents or approvals of or filings or registrations with any Governmental Entity Third Party are necessary in connection with the execution and delivery by First Charter the Company Entities of this Agreement or the consummation by the Company Entities of the transactions contemplated by this Agreement.

Consents and Approvals. Except for (aa)(i) the filing of applications and notices, as applicable, compliance with the Board of Governors premerger notification filing requirements under Part IX of the Federal Reserve System Competition Act (the “Federal Reserve Board”Canada) under the BHC Act, the Federal Reserve Act, as amended, and the Office expiration of the Commissioner applicable waiting period in relation thereto or (ii) receipt of Banks an advance ruling certificate (an "ARC") pursuant to section 102 of the State of North Carolina and approval of such applications and noticesCompetition Act (Canada), (b) the filing of any required applications, filings or notices applications with the FDIC and any other federal or state banking, insurance or other regulatory or self-appropriate financial regulatory authorities in the provinces, states and countries in which Newcourt or any courts, administrative agencies or commissions or other governmental authorities or instrumentalities (each a “Governmental Entity”) and approval of such applications, filings and notices (the “Other Regulatory Approvals”)Newcourt Subsidiary conducts business, (c) receipt of exemption orders from the provincial securities regulators from the registration and prospectus requirements with respect to the Exchangeable Shares, (d) the filing with the Securities Court, the SEC, the OSC and Exchange Commission (the “SEC”) other Canadian securities regulatory authorities of a Proxy Statement joint proxy statement and proxy circular in definitive form relating to the meeting meetings of First Charter’s Newcourt's shareholders and CIT's shareholders to be held in connection with this Agreement and the transactions contemplated by this Agreement hereby (the “"Proxy Statement”Circular") and the mailing to Newcourt's shareholders of a registration statement on Form S-4 (the “Form S-4”) in which the Proxy Statement will be included as a prospectus, Circular and the filing by CIT and declaration of the effectiveness of the Form S-4 and the filing and effectiveness Registration Statement in respect of the registration statement contemplated by Section 1.6(d)shares of CIT Common Stock issuable upon the exchange of the Exchangeable Shares, (de) the approval of the Plan of Arrangement by the requisite vote of the shareholders of Newcourt, (f) filings with the Director appointed pursuant to Section 278 of the OBCA, (g) approval of the TSE regarding the listing of the Exchangeable Shares, (i) the approval of the Court of the Arrangement and the filing of the Ohio Certificate Articles of Merger with Arrangement and any other documents required by the Secretary OBCA by way of State issuance of the State of Ohio pursuant to the OGCL Interim Order and the Articles of Merger with the Secretary of State of the State of North Carolina pursuant to the NCBCAFinal Order, and (eh) any consentssuch filings, authorizations, approvalsorders and approvals as may be required under the Ontario Securities Act and other relevant Canadian securities statutes, filings any other applicable federal, provincial or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment advisers or transfer agents, and federal commodities laws relating to the regulation of futures commission merchants and the rules and regulations thereunder and of any applicable industry self-regulatory organization (“SRO”)the TSE, the ME and the rules and regulations of the Nasdaq Global Select Market Global Select Market, or that are required under consumer finance, mortgage banking and other similar laws, (f) notices or filings under the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), if any, and (g) 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 Fifth Third Common Stock pursuant to this Agreement and approval of listing of such Fifth Third Common Stock on the Nasdaq Global Select MarketNYSE, no consents consents, orders or approvals of or filings or registrations with any foreign or domestic court, regulatory body, 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 Newcourt of this Agreement and the Plan of Arrangement and (2) the consummation by First Charter Newcourt of the Merger 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 First Charter of this Agreementhereby.

Consents and Approvals. Except for (ai) the filing of applications and notices, as applicable, with the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) Board under the BHC Act, Act and the Federal Reserve Act, as amended, and approval of such applications and notices, and, in connection with the Office acquisition of PVFC Bank by FNB, the Commissioner filing of Banks of applications and notices, as applicable, with the State of North Carolina FDIC, the OCC and any state regulatory authority, and approval of such applications and notices, (b) 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”) and approval of such applications, filings and notices (the “Other Regulatory Approvals”), (cii) the filing with the Securities and Exchange Commission (the “SEC”) SEC of a Proxy Statement in definitive form relating to the meeting of First Charter’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 (the “Form S-4”) in which the Proxy Statement will be included as a prospectus, and the filing and declaration of effectiveness of the Form S-4 and the filing and effectiveness of the registration statement contemplated by Section 1.6(d)Registration Statement, (diii) the filing of the Ohio Certificate Articles of Merger with and the acceptance for record by the Secretary of State of the State of Ohio pursuant to the OGCL and the filing of Articles of Merger with and the acceptance for record by the Secretary of State of the State of North Carolina Florida pursuant to the NCBCAFBCA, (eiv) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment advisers or transfer agents, and federal commodities laws relating to the regulation of futures commission merchants agents and the rules and regulations thereunder and of any applicable industry self-regulatory organization (“SRO”), and the rules and regulations of NASDAQ or the Nasdaq Global Select Market Global Select MarketNYSE, or that are required under consumer finance, mortgage banking and other similar laws, (f) notices or filings under the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), if any, and (gv) 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 Fifth Third FNB Common Stock pursuant to this Agreement and approval of listing of such Fifth Third FNB Common Stock on the Nasdaq Global Select MarketNYSE, no consents or approvals of or filings or registrations with any Governmental Entity Entity, SRO or other Person are necessary in connection with (A) the execution and delivery by FNB of this Agreement and (B) the consummation by First Charter FNB of the Merger and the other transactions contemplated by this AgreementAgreement contemplates. No consents or approvals As of or filings or registrations with any Governmental Entity are necessary in connection with the execution and delivery by First Charter date of this Agreement, FNB 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 (ai) the filing filings of applications and noticesnotices with, as applicable, with the Board receipt of Governors of the Federal Reserve System (the “Federal Reserve Board”) under the BHC Act, the Federal Reserve Act, as amendedapprovals or no objections from, and the Office expiration of the Commissioner of Banks of the State of North Carolina related waiting periods required by, federal and approval of such applications state banking authorities, including filings and notices, (b) the filing of any required applications, filings or notices with the FDIC Federal Reserve, the FDIC, the NJ Department and any other federal or state banking, insurance or other regulatory or self-regulatory authorities or any courts, administrative agencies or commissions or other governmental authorities or instrumentalities (each a “Governmental Entity”) and approval of such applications, filings and notices (the “Other Regulatory Approvals”)OCC, (cii) the filing with the Securities and Exchange Commission (the “SEC”) SEC of a Joint Proxy Statement Statement-Prospectus in definitive form relating to the meeting meetings of First Charterthe Company’s shareholders and Purchaser’s stockholders to be held in connection with this Agreement and the transactions contemplated by this Agreement (the “Proxy Statement”) hereby and of a registration statement on Form S-4 (the “Form S-4”) Registration Statement in which the Proxy Statement such proxy statement will be included as a prospectus, and declaration of effectiveness of the Form S-4 and the filing and effectiveness of the registration statement contemplated by Section 1.6(d)Registration Statement, (diii) the filing of the Ohio Certificate of Merger with the Secretary of State of the State of Ohio pursuant to the OGCL and the Articles of Merger with the Secretary of State of the State of North Carolina Maryland Department pursuant to the NCBCAMGCL, the filing of a certificate for the Bank Merger with the NJ Department and the filing of a notice for the Bank Merger with the OCC, (eiv) any consents, authorizations, approvals, filings or exemptions in connection filing with compliance with the applicable provisions The Nasdaq Stock Market LLC of federal and state securities laws relating to the regulation of broker-dealers, investment advisers or transfer agents, and federal commodities laws relating to the regulation of futures commission merchants and the rules and regulations thereunder and of any applicable industry self-regulatory organization (“SRO”), and the rules and regulations a notification of the Nasdaq Global Select Market Global Select Market, or that are required under consumer finance, mortgage banking and other similar laws, (f) notices or filings under listing of the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act shares of 1976, as amended (Purchaser Common Stock to be issued in the “HSR Act”), if anyMerger, and (gv) 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 Fifth Third Purchaser Common Stock pursuant to this Agreement and approval of listing of such Fifth Third Common Stock on the Nasdaq Global Select MarketAgreement, 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 First Charter the Company of the 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 First Charter of this AgreementSection 6.2(e).

Consents and Approvals. Except for (ai) the filing of applications and notices, as applicable, with the Board of Governors any applicable requirements of the Federal Reserve System (the “Federal Reserve Board”) under the BHC 1933 Act, the Federal Reserve 1934 Act, as amended, and the Office of the Commissioner of Banks of the State of North Carolina and approval of such applications and notices, (b) 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”) and approval of such applications, filings and notices (the “Other Regulatory Approvals”), (c) the filing with the Securities and Exchange Commission (the “SEC”) of a Proxy Statement in definitive form relating to the meeting of First Charter’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 (the “Form S-4”) in which the Proxy Statement will be included as a prospectus, and declaration of effectiveness of the Form S-4 and the filing and effectiveness of the registration statement contemplated by Section 1.6(d), (d) the filing of the Ohio Certificate of Merger with the Secretary of State of the State of Ohio pursuant to the OGCL and the Articles of Merger with the Secretary of State of the State of North Carolina pursuant to the NCBCA, (e) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment advisers or transfer agents, and federal commodities laws relating to the regulation of futures commission merchants and the rules and regulations thereunder and of any applicable industry self-regulatory organization (“SRO”), and the rules and regulations of the Nasdaq Global Select Market Global Select Market, or that are required under consumer finance, mortgage banking and other similar laws, (f) notices or filings under the HxxxXxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended 1976 and the regulations thereunder (the “"HSR Act”"), if anyand the antitrust, and (g) such filings and approvals as are required to be made competition, foreign investment, or obtained under the securities or “Blue Sky” similar laws of various states in connection any foreign countries or supranational commissions or boards that require pre-merger notifications or filings with respect to the issuance Merger (collectively, "Foreign Merger Laws"), (ii) approval by the Company's shareholders, (iii) the filing and recordation of appropriate merger documents as required by the MBCA, (iv) compliance with Sections 302A.471 and 302A.473 of the shares of Fifth Third Common Stock pursuant to this Agreement and approval of listing of such Fifth Third Common Stock MBCA regarding dissenters' rights, or (v) any items disclosed on the Nasdaq Global Select MarketDisclosure Schedule, no consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with the consummation by First Charter of the 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 First Charter of this AgreementAgreement and the Stock Option Agreement by the Company, and, to the Company's knowledge, the execution and delivery of the Agreements to Facilitate Merger, and the consummation of the transactions contemplated hereby and thereby will not: (a) violate any provision of the Articles of Incorporation or Bylaws of the Company or any Subsidiary; (b) violate any statute, rule, regulation, order, or decree of any federal, state, local, or foreign body or authority (including, but not limited to, the Food and Drug Administration (the "FDA") or any nongovernmental self-regulatory agency) by which the Company or any Subsidiary or any of their respective properties or assets may be bound; (c) require any filing with or permit, consent, or approval of any federal, state, local, or foreign public body or authority (including, but not limited to, the FDA or any nongovernmental self-regulatory agency); or (d) result in any violation or breach of, or constitute (with or without due notice or lapse of time or both) a default under, result in the loss of any material benefit under, or give rise to any right of termination, cancellation, increased payments, or acceleration under, or result in the creation of any Lien (as defined in Section 3.15) on any of the properties or assets of the Company or any Subsidiary under, any of the terms, conditions, or provisions of any note, bond, mortgage, indenture, license, franchise, permit, authorization, agreement, or other instrument or obligation to which the Company or any Subsidiary is a party, or by which it or any of its properties or assets may be bound, except, (x) in the cases of clauses (b) or (c), where such violation, failure to make any such filing or failure to obtain such permit, consent or approval, would not prevent or delay consummation of this Merger or otherwise prevent the Company from performing its obligations under this Agreement and would not have a Company Material Adverse Effect, and (y) in the case of clause (d), for any such violations, breaches, defaults, or other occurrences that would not prevent or delay consummation of any of the transactions contemplated hereby in any material respect, or otherwise prevent the Company from performing its obligations under this Agreement in any material respect, and would not have a Company Material Adverse Effect.

Consents and Approvals. Except for (a) the filing of applications and notices, as applicable, with the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) under the BHC Act, the Federal Reserve Act, as amended, and the Office of the Commissioner of Banks of the State of North Carolina and approval of such applications and notices, (b) 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”) and approval of such applications, filings and notices (the “Other Regulatory Approvals”), (ci) the filing with the Securities and Exchange Commission (the “SEC”) of a Proxy Statement proxy statement in definitive form relating to the meeting meetings of First CharterWisconsin’s shareholders and Georgia’s shareholders to be held in connection with this Agreement and the transactions contemplated by this Agreement (together with any amendments or supplements thereto, the “Joint Proxy Statement”) and of a registration statement on Form S-4 (together with any amendments or supplements thereto, the “Form S-4”) in which the Joint Proxy Statement will be included as a prospectus, and declaration of effectiveness of the Form S-4 S-4, and such reports under Sections 12, 13(a), 13(d), 13(g) and 16(a) of the Securities Exchange Act of 1934, as amended, and the filing rules and effectiveness of regulations promulgated thereunder (collectively, the registration statement “Exchange Act”) as may be required in connection with this Agreement, the Support Agreement and the transactions contemplated by Section 1.6(d)hereby and thereby, and obtaining from the SEC such orders as may be required in connection therewith, (dii) the filing of the Ohio Articles of Merger with the Department of Financial Institutions of the State of Wisconsin pursuant to the WBCL and the filing of the Certificate of Merger with the Secretary of State of the State of Ohio Delaware pursuant to the OGCL and the Articles of Merger with the Secretary of State of the State of North Carolina pursuant to the NCBCADLLCA, (eiii) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment advisers or transfer agents, and federal commodities laws relating to the regulation of futures commission merchants and the rules and regulations thereunder and of any applicable industry self-regulatory organization (“SRO”), and the rules and regulations of the Nasdaq Global Select Market Global Select Market, or that are required under consumer finance, mortgage banking and other similar laws, (f) notices or filings under the HxxxXxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), if any) and the termination or expiration of any applicable waiting period thereunder, and such other consents, approvals, filings or registrations as may be required under any foreign antitrust, merger control or competition Laws, (giv) such filings and approvals as are required to be made or obtained under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), and the securities or “Blue Skysky” laws Laws of various states in connection with the issuance of the shares of Fifth Third Georgia Common Stock pursuant to this Agreement Agreement, and approval of the listing of such Fifth Third Georgia Common Stock on the Nasdaq Global Select MarketNYSE, (v) such filings, consents and approvals as may be set forth on Section 3.4 of the Wisconsin Disclosure Schedule, (vi) the Wisconsin Shareholder Approval, (vii) filings, if any, required as a result of the particular status of Georgia or Merger Sub, (viii) such filings or notices required under the rules and regulations of the NYSE, and (ix) such other consents, approvals, filings or registrations the failure of which to be made or obtained, individually or in the aggregate, are not reasonably likely to have a Material Adverse Effect on Wisconsin, no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign, or applicable self-regulatory organization (each a “Governmental Entity Entity”) are necessary in connection with (A) the execution and delivery by Wisconsin of this Agreement and (B) the consummation by First Charter Wisconsin of the 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 First Charter of this Agreement.

Consents and Approvals. Except for (ai) the filing of applications applications, notices, and noticeswaivers or phase-in requests, as applicable, with the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) OTS under the BHC Act, the Federal Reserve Act, as amended, and the Office of the Commissioner of Banks of the State of North Carolina Home Owners’ Loan Act and approval of such applications and notices, (b) the filing of any required applications, filings or notices with the FDIC and any other federal or state banking, insurance or other regulatory or selfnon-regulatory authorities or any courts, administrative agencies or commissions or other governmental authorities or instrumentalities (each a “Governmental Entity”) and approval of objection to such applications, filings notices and notices waivers or phase-in requests, (ii) the “Other Regulatory Approvals”), (ciii) the filing with the Securities and Exchange Commission (the “SEC”) SEC of a Proxy Statement in definitive form relating to the meeting of First Charter’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 (the “Form S-4”) in which the Proxy Statement will be included as a prospectus, and the filing and declaration of effectiveness of the Form S-4 and the filing and effectiveness of the registration statement contemplated by Section 1.6(d)S-4, (div) the filing of the Ohio Certificate of Merger with the Secretary of State of the State of Ohio Delaware pursuant to the OGCL DGCL and the filing of the Articles of Merger with the Secretary of State of the State of North Carolina Vermont pursuant to the NCBCAVBCA and any similar state filings for the Bank Mergers, (ev) 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 advisers or transfer agents, and federal commodities laws relating to the regulation of futures commission merchants and the rules and regulations thereunder and of any applicable industry self-regulatory organization (“SRO”), and the rules and regulations of the Nasdaq Global Select Market Global Select MarketNASDAQ, or that are required under consumer finance, mortgage banking and other similar laws, (fvii) any notices or filings under the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), if any, and (gviii) 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 Fifth Third Parent Common Stock pursuant to this Agreement and approval of listing of such Fifth Third Parent Common Stock on the Nasdaq Global Select MarketNASDAQ, no consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with the consummation by First Charter Parent of the 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 order for Parent to execute and delivery by First Charter of deliver this Agreement.

Consents and Approvals. Except for (ai) the filing of applications and notices, as applicable, with the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) Board under the BHC Act, Act and the Federal Reserve Act, as amended, and the Office of the Commissioner of Banks of the State of North Carolina and approval of such applications and notices, (bii) 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”) and approval of such applications, filings and notices (the “Other Regulatory Approvals”), (ciii) the filing with the Securities and Exchange Commission (SEC of the “SEC”) of a Joint Proxy Statement in definitive form relating to the meeting of First Charter’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 (the “Form S-4”) in which the Proxy Statement will be included as a prospectus, filing and declaration of effectiveness of the Form S-4 and the filing and effectiveness of the registration statement contemplated by Section 1.6(d)S-4, (div) the filing of the Ohio Articles of Merger with the Rhode Island Secretary pursuant to the RIBCA and the issuance by the Rhode Island Secretary of a Certificate of Merger and the filing of the Certificate of Merger with the Secretary of State of the State of Ohio Delaware pursuant to the OGCL and the Articles of Merger DGCL, (v) any notices to or filings with the Secretary of State of the State of North Carolina pursuant to the NCBCASBA, (evi) any notices or filings under 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 advisers or transfer agents, and federal commodities laws relating to the regulation of futures commission merchants and the rules and regulations thereunder and of any applicable industry self-regulatory organization (“SRO”), and the rules and regulations of the Nasdaq Global Select Market Global Select MarketNYSE, or that are required under consumer finance, mortgage banking and other similar laws, (f) notices or filings under the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), if any, and (gviii) 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 Fifth Third Common Bank of America Capital Stock pursuant to this Agreement and Agreement, (ix) the approval of listing this Agreement by the requisite vote of such Fifth Third Common Stock on stockholders of Bank of America and (x) filings, if any, required as a result of the Nasdaq Global Select Marketparticular status of FleetBoston, no consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with (A) the execution and delivery by Bank of America of this Agreement or the Stock Option Agreements and (B) the consummation by First Charter Bank of America of the 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 Agreement and the execution and delivery by First Charter of this AgreementStock Option Agreements.

Consents and Approvals. Except for (a) the filing filings of applications and notices, as applicable, with the Board of Governors state insurance authorities set forth in Section 3.4 of the Federal Reserve System (the “Federal Reserve Board”) under the BHC ActCompany Disclosure Schedule, the Federal Reserve Act, as amended, and the Office of the Commissioner of Banks of the State of North Carolina and approval of such applications and notices, (b) the filing of any required applications, filings or notices applications with the FDIC Federal Deposit Insurance Corporation (the “FDIC”), the California Department of Financial Institutions, and any other federal federal, foreign or state banking, consumer finance, insurance or other regulatory foreign, federal or state insurance or other regulatory, self-regulatory or enforcement authorities or any courts, administrative agencies or commissions or other governmental authorities or instrumentalities (each a “Governmental Entity”) set forth in Section 3.4 of the Company Disclosure Schedule, and approval of or non-objection to such applications, filings and notices (the items described in clauses (a) and (b), the “Other Regulatory Approvals”), (c) the filing with the Securities and Exchange Commission (the “SEC”) SEC of a Proxy Statement in definitive form relating to the meeting of First CharterCompany’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 (the “Form S-4”) in which the Proxy Statement will be included as a prospectus, and declaration of effectiveness of the Form S-4 and the filing and effectiveness of the registration statement contemplated by Section 1.6(d1.5(i), (d) the filing of the Ohio Certificate of Merger with the Secretary of State of the State of Ohio pursuant to the OGCL and the Articles of Merger with the Secretary of State of the State of North Carolina SCC pursuant to the NCBCAVSCA, (e) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment advisers or transfer agents, and federal commodities laws relating to the regulation of futures commission merchants and the rules and regulations thereunder and of any applicable industry self-regulatory organization (“SRO”), and the rules and regulations of the Nasdaq Global Select Market Global Select Market, or that are required under consumer finance, mortgage banking and other similar laws, (f) notices or filings required under the HxxxXxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), if any, ) and the antitrust laws and regulations of any foreign jurisdiction and (gf) 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 Fifth Third Parent Common Stock pursuant to this Agreement and approval of listing of such Fifth Third Parent Common Stock on the Nasdaq Global Select MarketNYSE, no consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with the consummation by First Charter Company of the 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 First Charter Company of this Agreement.

Consents and Approvals. Except for (a) the filing of applications and notices, as applicable, with the Board of Governors SEC of the Federal Reserve System (Form S-4 and declaration of effectiveness of the “Federal Reserve Board”Form S-4, and such reports under Sections 12, 13(a), 13(d), 13(g) under and 16(a) of the BHC ActExchange Act as may be required in connection with this Agreement, the Federal Reserve ActSupport and Standstill Agreements, as amendedthe Registration Rights Agreement and the transactions contemplated hereby and thereby, and obtaining from the Office of the Commissioner of Banks of the State of North Carolina and approval of SEC such applications and noticesorders as may be required in connection therewith, (b) 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”) and approval of such applications, filings and notices (the “Other Regulatory Approvals”), (c) the filing with the Securities and Exchange Commission (the “SEC”) of a Proxy Statement in definitive form relating to the meeting of First Charter’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 (the “Form S-4”) in which the Proxy Statement will be included as a prospectus, and declaration of effectiveness of the Form S-4 and the filing and effectiveness of the registration statement contemplated by Section 1.6(d), (d) the filing of the Ohio Certificate Certificates of Merger with the Secretary of State of the State of Ohio Delaware pursuant to the OGCL DGCL and the Articles of Merger with the Secretary of State of the State of North Carolina pursuant to the NCBCADLLCA, as applicable, (ec) any notices or filings under the HSR Act and the termination or expiration of any applicable waiting period thereunder, 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 advisers or transfer agents, and federal commodities laws relating to the regulation of futures commission merchants and the rules and regulations thereunder and of any applicable industry self-regulatory organization (“SRO”), and the rules and regulations of the Nasdaq Global Select Market Global Select Market, or that are registrations as may be required under consumer financeany foreign antitrust, mortgage banking and other similar lawsmerger control or competition Laws, (f) notices or filings under the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), if any, and (gd) such filings and approvals as are required to be made or obtained under the Securities Act, and the securities or “Blue Skyblue sky” laws Laws of various states in connection with the issuance of the shares of Fifth Third Parent Common Stock pursuant to this Agreement Agreement, and approval of the listing of such Fifth Third Parent Common Stock on the Nasdaq Global Select MarketNYSE, (e) such filings, consents and approvals of Governmental Entities as may be set forth on Section 5.4 of the Parent Disclosure Schedule, (g) adoption of this Agreement by the written consent of the sole stockholders of Merger Sub 1 and Merger Sub 3 and the sole member of Merger Sub 2 and (g) such filings or notices required under the rules and regulations of the NYSE the failure of which to be made or obtained, individually or in the aggregate, would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect, 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 or any Merger Sub of this Agreement and (ii) the consummation by First Charter Parent or any Merger Sub of any of the Merger 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 the execution and delivery by First Charter of this Agreement.

Consents and Approvals. Except for (ai) the filing of applications and noticesany required applications, as applicable, filings or notices with the Board of Governors of the Federal Reserve System (the “Federal Reserve BoardReserve”) under the BHC Act, the Federal Reserve Act, as amended, and the Office of the Commissioner of Banks of the State of North Carolina and approval of such applications and notices, (b) 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 banking authority (each a “Governmental Entity”) and approval of or non-objection to such applications, filings and notices (the “Other Regulatory Approvals”), (cii) the filing with the Securities and Exchange Commission (the “SEC”) of a Proxy Statement proxy statement in definitive form relating to the meeting of First Charter’s Xxxxxx’x shareholders 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 (or such other applicable form) (the “Form S-4Registration Statement”) in which the Joint Proxy Statement will be included as a prospectus, and declaration of effectiveness of the Form S-4 Registration Statement and the filing and effectiveness of the registration statement contemplated by Section 1.6(d6.1(a), (diii) the filing of the Ohio Delaware Certificate of Merger with the Delaware Secretary of State of the State of Ohio pursuant to the OGCL and the Articles of Bank Merger with the Secretary of State of the State of North Carolina pursuant to the NCBCACertificates, (eiv) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment advisers or transfer agents, and federal commodities laws relating to the regulation of futures commission merchants and the rules and regulations thereunder and of any applicable industry self-regulatory organization (“SRO”), and the rules and regulations of the Nasdaq Global Select Market Global Select Market, or that are required under consumer finance, mortgage banking and other similar laws, (f) notices or filings under the HxxxXxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), if any, ) and (gv) 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 Fifth Third M&T Common Stock pursuant to this Agreement and approval of listing of such Fifth Third M&T Common Stock on the Nasdaq Global Select MarketNYSE, no consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with the consummation by First Charter Xxxxxx of the Merger and the other transactions contemplated by this Agreementhereby (including the Bank Merger). No As of the date hereof, Xxxxxx 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 First Charter of this AgreementMerger on a timely basis.

Consents and Approvals. Except for (ai) the filing of applications and notices, as applicable, with the Board of Governors of the Federal Reserve System (the “"Federal Reserve Board”") under the BHC Act, Act and the Federal Reserve Act, as amended, and the Office of the Commissioner of Banks of the State of North Carolina and approval of such applications and notices, (bii) the filing of any required applications, filings applications or notices with the FDIC and any other federal state or state banking, insurance or other regulatory or self-regulatory authorities or any courts, administrative foreign agencies or commissions or other governmental authorities or instrumentalities (each a “Governmental Entity”) and approval of such applications, filings applications and notices (the “Other Regulatory "State Approvals”"), (ciii) the filing with the Securities and Exchange Commission (the “"SEC”") of a Proxy Statement joint proxy statement in definitive form relating to the meeting meetings of First Charter’s Mercantile's and Firstar's shareholders to be held in connection with this Agreement and the transactions contemplated by this Agreement hereby (the “"Joint Proxy Statement”) "), and of a the 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 Form S-4 and the filing and effectiveness of the registration statement contemplated by Section 1.6(d), (div) the filing of the Ohio Certificate of Merger Wisconsin Articles with the Secretary of State of the State of Ohio Wisconsin Department pursuant to the OGCL and WBCL, (v) the filing of the Missouri Articles of Merger with the Missouri Secretary of State of the State of North Carolina pursuant to the NCBCAMBCL, (evi) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment advisers or transfer agents, and federal commodities laws relating to the regulation of futures commission merchants and the rules and regulations thereunder and of any applicable industry self-regulatory organization (“"SRO”"), and the rules and regulations of the Nasdaq Global Select Market Global Select MarketNYSE, or that are required under consumer finance, mortgage banking and other similar laws, (f) notices or filings under the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), if any, laws and (gvii) 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 Fifth Third Firstar Common Stock pursuant to this Agreement and approval of listing of such Fifth Third Common Stock on the Nasdaq Global Select MarketAgreement, 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 First Charter of the 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 (A) the execution and delivery by First Charter Firstar of this AgreementAgreement and the Option Agreements and (B) the consummation by Firstar of the transactions contemplated hereby and thereby.

Consents and Approvals. Except for (a) the filing filings of applications and noticesnotices with, as applicableand receipt of consents, with the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) under the BHC Actauthorizations, approvals, exemptions or nonobjections from, the Federal Reserve ActSEC, as amendednon-U.S. and state securities authorities, FINRA and the Office of the Commissioner of Banks of the State of North Carolina and approval of such applications and noticesother SROs, (b) the filing of any required applications, filings a notification and report form under the HSR Act and the termination or notices with expiration of applicable waiting periods under the FDIC and any other federal or state banking, insurance or other regulatory or self-regulatory authorities or any courts, administrative agencies or commissions or other governmental authorities or instrumentalities (each a “Governmental Entity”) and approval of such applications, filings and notices (the “Other Regulatory Approvals”)HSR Act, (c) the filing with the Securities and Exchange Commission (SEC of the “SEC”) of proxy statement in a Proxy Statement in definitive form relating to each of the meeting of First Charter’s shareholders to be held in connection with this Agreement Company Stockholders Meeting and the transactions contemplated by this Agreement Parent Stockholders Meeting (the “Joint Proxy Statement”) and of a registration statement on Form S-4 pursuant to which the shares of Parent Common Stock issuable in the Merger will be registered with the SEC (the “Form S-4”) in which the Joint Proxy Statement will be included as a prospectus, and declaration of effectiveness of the Form S-4 and the filing and effectiveness of the registration statement contemplated by Section 1.6(d)S-4, (d) the filing of the Ohio Certificate of Merger with the Secretary of State of the State of Ohio pursuant to the OGCL and the Articles of Merger with the Secretary of State of the State of North Carolina pursuant to the NCBCADGCL, (e) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment advisers or transfer agents, and federal commodities laws relating to the regulation of futures commission merchants and the listing rules and regulations thereunder and of any applicable industry self-regulatory organization (“SRO”), and the rules and regulations of the Nasdaq Global Select Market Global Select Market, NYSE or that are required under consumer finance, mortgage banking and other similar lawsNasdaq, (f) notices or filings under the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), if any, and (g) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states Securities Laws in connection with the issuance of the shares of Fifth Third Parent Common Stock pursuant to this Agreement (g) such other consents, approvals, filings and approval registrations the failure of listing of such Fifth Third Common Stock which to obtain or make would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Nasdaq Global Select MarketCompany and (h) the matters set forth on Section 3.3 of the Company Disclosure Schedule, no consents or approvals approval of or filings or registrations with or notice to any Regulatory Agency or Governmental Entity or any other Person are necessary in connection with (i) the execution and delivery by the Company of this Agreement and (ii) the consummation by First Charter the Company of the 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 First Charter of this Agreement.

Consents and Approvals. Except for (a) the filing of applications and noticesany required applications, as applicable, filings or notices with the Board of Governors of the Federal Reserve System (the “Federal Reserve BoardReserve”) under the BHC Act), the Federal Reserve ActFDIC, as amendedthe Texas Department of Banking, and the Office of the Commissioner of Banks Comptroller of the State of North Carolina Currency (the “OCC”) and approval of or non-objection to such applications applications, filings and notices, (b) compliance with any applicable requirements of the filing of any required applications, filings or notices with the FDIC Exchange Act and any other federal or state banking, insurance or other regulatory or self-regulatory authorities or any courts, administrative agencies or commissions or other governmental authorities or instrumentalities (each a “Governmental Entity”) and approval of such applications, filings and notices (the “Other Regulatory Approvals”), (c) the filing with the Securities and Exchange Commission (Act, including, the “SEC”) of a Joint Proxy Statement in definitive form relating to the meeting of First Charter’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 (the “Form S-4”) in which the Joint Proxy Statement will be included as a prospectus, and declaration of effectiveness of the Form S-4 and the filing and effectiveness of the registration statement contemplated by Section 1.6(d)S-4, (dc) the filing of the Ohio Articles of Merger with the SDAT and the Certificate of Merger with the Secretary of State of the State of Ohio Texas pursuant to the OGCL MGCL and TBOC, respectively, (d) the Articles of Merger with the Secretary of State filing of the State of North Carolina pursuant to the NCBCABank Merger Certificates, (e) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment advisers or transfer agents, and federal commodities laws relating to the regulation of futures commission merchants and the rules and regulations thereunder and of any applicable industry self-regulatory organization (“SRO”), and the rules and regulations of the Nasdaq Global Select Market Global Select Market, or that are required under consumer finance, mortgage banking and other similar laws, (f) notices or filings under the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), if any, and (g) 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 Fifth Third Parent Common Stock pursuant to this Agreement and Agreement, (f) approval of listing of such Fifth Third Parent Common Stock on the Nasdaq NASDAQ Global Select MarketMarket (the “NASDAQ”), (g) the filing of any required applications, filings or notices with the Federal Home Loan Bank and (h) such other notices, consents, approvals, non-objections, waivers, authorizations, applications, filings or registrations the failure of which to be obtained or made would not be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on Company, no notices to, consents or approvals of or non-objections of, waivers or authorizations by, or applications, filings or registrations with any foreign, federal, state or local court, administrative agency, arbitrator or commission or other governmental, prosecutorial, regulatory, self-regulatory authority or instrumentality (each, a “Governmental Entity Entity”) are necessary required to be made or obtained by Company or any of its Subsidiaries in connection with the consummation by First Charter of the 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 (i) the execution and delivery by First Charter Company of this AgreementAgreement or (ii) the consummation of the transactions contemplated hereby.