Common use of Consents and Approvals Clause in Contracts

Consents and Approvals. Seller shall have executed and delivered ---------------------- to Buyer on the Closing Date a certificate, dated that date, in form and substance reasonably satisfactory to Buyer to the effect that each of the conditions set forth in Sections 7.1(a) and (b) hereof have been satisfied in full. The trustee of Seller shall be duly authorized to execute, deliver and carry out this Agreement and all of the transactions contemplated hereby, and shall have delivered to Buyer on the Closing Date certified copies of the documents containing such authorizations. All documents, Third-Party Consents and any other consents, approvals or other items required to be delivered hereunder to Buyer at or prior to Closing, or necessary for the consummation of the transactions, shall have been granted or obtained and delivered or shall be tendered at the Closing or new agreements shall have been issued with respect thereto in the name of Buyer on terms and conditions no less favorable than those presently held by the Companies, and such consents or new agreements, as the case may be, shall be valid and enforceable on the Closing Date. Without limiting the generality of the foregoing, all consents and approvals by governmental agencies that are required for the consummation of the transactions contemplated hereby or other agreements contemplated hereby will have been obtained, and the waiting period under the Xxxx-Xxxxx-Xxxxxx Anti-Trust Improvements Act of 1976, as amended, (the "HSR Act") shall have been ------- terminated.

Consents and Approvals. Seller shall have executed Except for (i) the filing of applications, filings and delivered ---------------------- to Buyer on notices, as applicable, with the Closing Date Federal Reserve Board under the BHC Act and approval of such applications, filings and notices, (ii) the filing with the SEC of the Joint Proxy Statement and the S-4 in which the Joint Proxy Statement will be included as a certificateprospectus, dated that dateand declaration of effectiveness of the S-4, in form and substance reasonably satisfactory to Buyer (iii) the filing of the Certificates of Merger with the Ohio Secretary pursuant to the effect that each OGCL and the Delaware Secretary pursuant to the DGCL, (iv) the filing of any notices or other filings under the HSR Act, (v) as applicable, applications, filings and notices with the Texas Department of Insurance with respect to the indirect acquisition of control of First Niagara Risk Management, Inc. and approval of such applications, filings and notices and (vi) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the conditions set forth in Sections 7.1(a) and (b) hereof have been satisfied in full. The trustee shares of Seller shall be duly authorized Parent Common Stock pursuant to execute, deliver and carry out this Agreement and all the approval of the transactions contemplated hereby, listing of such Parent Common Stock and shall have delivered to Buyer the New Parent Preferred Stock on the Closing Date certified copies NYSE, no consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with (A) the execution and delivery by Parent of this Agreement or (B) the consummation by Parent of the documents containing such authorizationsMerger. All documentsAs of the date hereof, Third-Party Consents Parent is not aware of any reason why the necessary regulatory approvals and any other consents, approvals or other items required consents will not be received in order to be delivered hereunder to Buyer at or prior to Closing, or necessary for the permit consummation of the transactions, shall have been granted or obtained and delivered or shall be tendered at the Closing or new agreements shall have been issued with respect thereto in the name of Buyer Merger on terms and conditions no less favorable than those presently held by the Companies, and such consents or new agreements, as the case may be, shall be valid and enforceable on the Closing Date. Without limiting the generality of the foregoing, all consents and approvals by governmental agencies that are required for the consummation of the transactions contemplated hereby or other agreements contemplated hereby will have been obtained, and the waiting period under the Xxxx-Xxxxx-Xxxxxx Anti-Trust Improvements Act of 1976, as amended, (the "HSR Act") shall have been ------- terminateda timely basis.

Consents and Approvals. Seller shall have executed and delivered ---------------------- to Buyer Except for (a) the filing of any required applications, filings or notices with any federal or state regulatory or banking authorities listed on the Closing Date a certificate, dated that date, in form and substance reasonably satisfactory to Buyer to the effect that each Section 4.4 of the conditions set forth in Sections 7.1(a) Parent Disclosure Schedule and approval of such applications, filings and notices, (b) hereof have been satisfied the filing of any required applications, filings and notices, as applicable, with the Federal Reserve Board under the BHC Act and approval of such applications, filings and notices, (c) the filing of any required applications, filings, certificates and notices as applicable with the OCC under the Bank Merger Act, (d) the filing of any required applications, filings or notices with FINRA and approval of such applications, filings and notices, (e) the filing of any required applications, filings and notices, as applicable, with the NASDAQ, (f) the filing by Parent with the SEC of the Proxy Statement and the S-4 in full. The trustee which the Proxy Statement will be included as a prospectus, and the declaration of Seller shall be duly authorized effectiveness of the S-4, (g) the filing of the Certificate of Merger with the Washington Secretary pursuant to executethe WBCA, deliver the filing of Second Step Certificates of Merger with the applicable Governmental Entities as required by applicable law, and carry out the filing of the Bank Merger Certificate, and (h) if required by the HSR Act, the filing of any applications, filings or notices under the HSR Act, 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 and all or (ii) the consummation by the Parent Parties of the Mergers and the other transactions contemplated hereby, by this Agreement. No Parent Party is aware of any reason why the necessary regulatory approvals and shall have delivered to Buyer on the Closing Date certified copies of the documents containing such authorizations. All documents, Third-Party Consents and any other consents, approvals or other items required to consents will not be delivered hereunder to Buyer at or prior to Closing, or necessary for the consummation of the transactions, shall have been granted or obtained and delivered or shall be tendered at the Closing or new agreements shall have been issued with respect thereto in the name of Buyer on terms and conditions no less favorable than those presently held received by the Companies, and such consents or new agreements, as the case may be, shall be valid and enforceable on the Closing Date. Without limiting the generality of the foregoing, all consents and approvals by governmental agencies that are required for the applicable Parent Party to permit consummation of the transactions contemplated hereby or other agreements contemplated hereby will have been obtained, and by this Agreement (including the waiting period under the Xxxx-Xxxxx-Xxxxxx Anti-Trust Improvements Act of 1976, as amended, (the "HSR Act"Mergers) shall have been ------- terminatedon a timely basis.

Consents and Approvals. Seller shall have executed and delivered ---------------------- to Buyer on Except for (i) any notices or filings required by the Closing Date a certificate, dated that date, in form and substance reasonably satisfactory to Buyer to the effect that each of the conditions set forth in Sections 7.1(a) and (b) hereof have been satisfied in full. The trustee of Seller shall be duly authorized to execute, deliver and carry out this Agreement and all of the transactions contemplated hereby, and shall have delivered to Buyer on the Closing Date certified copies of the documents containing such authorizations. All documents, Third-Party Consents and any other consents, approvals HSR Act or other items required to be delivered hereunder to Buyer at Antitrust Law and the termination or prior to Closing, or necessary for the consummation expiration of the transactions, shall have been granted or obtained and delivered or shall be tendered at the Closing or new agreements shall have been issued with respect thereto in the name of Buyer on terms and conditions no less favorable than those presently held by the Companies, and such consents or new agreements, as the case may be, shall be valid and enforceable on the Closing Date. Without limiting the generality of the foregoing, all consents and approvals by governmental agencies that are required for the consummation of the transactions contemplated hereby or other agreements contemplated hereby will have been obtained, and the waiting period under the Xxxx-Xxxxx-Xxxxxx Anti-Trust Improvements HSR Act of 1976, as amendedor other Antitrust Law, (ii) the "HSR filing of any other required applications or notices with any state or foreign agencies of competent jurisdiction and approval of such applications and notices (the “Other Approvals”), (iii) the filing with the SEC of (A) a proxy statement/prospectus related to the transactions contemplated by this Agreement and the matters to be submitted to the Unitholders at the Unitholder Meeting (as may be amended or supplemented from time to time, the “Proxy Statement/Prospectus”), and (B) such other reports or filings under the Exchange Act or the Securities Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement, (iv) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DRULPA and the LLC Act", (v) shall any consents, authorizations, approvals, filings or exemptions in connection with compliance with the rules of the NYSE, (vi) such filings and approvals as may be required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the Parent Shares pursuant to this Agreement, (vii) the filings, clearances, consents, notices and approvals set forth in Section 3.5 of the Company Disclosure Letter and (viii) such filings, clearances, consents, notices and approvals as would not reasonably be expected to have been ------- terminateda Company Material Adverse Effect (the consents referred to in clauses (i) through (viii), the “Company Consents”), no consents or approvals of or filings or registrations with any Governmental Entity or any Third Party are necessary in connection with the execution and delivery by the Company Entities of this Agreement or the consummation by the Company Entities of the transactions contemplated by this Agreement.

Consents and Approvals. Seller shall have executed Except for (a) the filing of applications, filings and delivered ---------------------- to Buyer on notices, as applicable, with the Closing Date NYSE, (b) the filing with the SEC of the Joint Statement and the S-4 in which the Joint Statement will be included as a certificateprospectus, dated that dateand declaration of effectiveness of the S-4, and such reports and filings under the Securities Act or the Exchange Act, as may be required in form connection with this Agreement and substance reasonably satisfactory to Buyer the transactions contemplated hereunder, (c) the filing of the Certificate of Merger with the Delaware Secretary pursuant to the effect that each DGCL, (d) the filing of any notices or other filings under the conditions HSR Act, and such other consents, approvals, filings or registrations as may be required under any antitrust or competition Laws of non-U.S. jurisdictions, (e) the applications, filings, consents and notices, as applicable, set forth in Sections 7.1(aSection 4.4 of the Parent Disclosure Schedule, (f) 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 Parent Share Issuance and the approval of the listing of such Parent Common Stock on the NYSE, (g) the filings required in accordance with Part 12 of the FSMA to obtain the FCA Approval and (bh) hereof have been satisfied 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 full. The trustee connection with (i) the execution and delivery by each of Seller shall be duly authorized to execute, deliver Parent and carry out Merger Sub of this Agreement or (ii) the consummation by each of Parent and all Merger Sub of the Merger and the other transactions contemplated hereby, and shall have delivered to Buyer on the Closing Date certified copies of the documents containing such authorizations. All documents, Third-Party Consents and any other consents, approvals or other items required to be delivered hereunder to Buyer at or prior to Closing, or necessary for the consummation of the transactions, shall have been granted or obtained and delivered or shall be tendered at the Closing or new agreements shall have been issued with respect thereto in the name of Buyer on terms and conditions no less favorable than those presently held by the Companies, and such consents or new agreements, as the case may be, shall be valid and enforceable on the Closing Date. Without limiting the generality of the foregoing, all consents and approvals by governmental agencies that are required for the consummation of the transactions contemplated hereby or other agreements contemplated hereby will have been obtained, and the waiting period under the Xxxx-Xxxxx-Xxxxxx Anti-Trust Improvements Act of 1976, as amended, (the "HSR Act") shall have been ------- terminated.

Consents and Approvals. Seller shall have executed Except for (i) any approvals or filings required by the HSR Act and delivered ---------------------- to Buyer any applicable foreign antitrust laws, (ii) the Parent Stockholder Approval, (iii) the filing with the SEC of (A) a Registration Statement on Form S-4 (the Closing Date a certificate, dated that date, “Registration Statement”) in form accordance with the Securities Act and substance reasonably satisfactory to Buyer the filing of the Joint Proxy Statement/Prospectus with the SEC pursuant to the effect that each Exchange Act, and (B) such other reports or filings under the Exchange Act or the Securities Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement, (iv) the filing of the conditions Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DLLCA and the DGCL, (v) such filings as may be required under the rules and regulations of NASDAQ, (vi) the consents, notices and approvals set forth in Sections 7.1(aSection 4.5 of the Parent Disclosure Letter (which includes without limitation any consents and approvals required under any Parent Material Contract), (vii) such filings and consents as may be required by any applicable state securities or “blue sky” laws or state takeover laws, (viii) such filings and consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval triggered by the Merger or the Transactions (the consents referred to in clauses (i) through (viii), the “Parent Consents”) and (bix) hereof such additional consents, notices and approvals, the failure of which to make or obtain would not have been satisfied a Parent Material Adverse Effect, no consents or approvals of any Governmental Entity or any Third Party are necessary in full. The trustee connection with (A) the execution and delivery by Parent and Merger Sub of Seller shall be duly authorized to execute, deliver and carry out this Agreement and all (B) the consummation by Parent and Merger Sub of the Merger and the other transactions contemplated hereby, and shall have delivered to Buyer on the Closing Date certified copies of the documents containing such authorizations. All documents, Third-Party Consents and any other consents, approvals or other items required to be delivered hereunder to Buyer at or prior to Closing, or necessary for the consummation of the transactions, shall have been granted or obtained and delivered or shall be tendered at the Closing or new agreements shall have been issued with respect thereto in the name of Buyer on terms and conditions no less favorable than those presently held by the Companies, and such consents or new agreements, as the case may be, shall be valid and enforceable on the Closing Date. Without limiting the generality of the foregoing, all consents and approvals by governmental agencies that are required for the consummation of the transactions contemplated hereby or other agreements contemplated hereby will have been obtained, and the waiting period under the Xxxx-Xxxxx-Xxxxxx Anti-Trust Improvements Act of 1976, as amended, (the "HSR Act") shall have been ------- terminatedthis Agreement.

Consents and Approvals. Seller shall have executed No consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental authority or instrumentality (each a "Governmental Entity") or with any third party are necessary in connection with the execution and delivered ---------------------- to Buyer on delivery by HBE of this Agreement, the Closing Date a certificate, dated that date, in form Plan of Merger and substance reasonably satisfactory to Buyer to the effect that each HBE Stock Option Agreement and the consummation by HBE of the conditions set forth in Sections 7.1(aMerger and the other transactions contemplated hereby and thereby except for (a) the filing by SFS of an application with the Federal Reserve Board under The Bank Holding Company Act and the approval of such application (the "Federal Reserve Application"), (b) hereof have been satisfied the filing with the Securities and Exchange Commission (the "SEC") of a joint proxy statement in full. The trustee definitive form relating to the meetings of Seller shall HBE's and SFS's shareholders to be duly authorized to execute, deliver and carry out held in connection with this Agreement and all the Plan of the transactions contemplated hereby, Merger and shall have delivered to Buyer on the Closing Date certified copies of the documents containing such authorizations. All documents, Third-Party Consents and any other consents, approvals or other items required to be delivered hereunder to Buyer at or prior to Closing, or necessary for the consummation of the transactions, shall have been granted or obtained and delivered or shall be tendered at the Closing or new agreements shall have been issued with respect thereto in the name of Buyer on terms and conditions no less favorable than those presently held by the Companies, and such consents or new agreements, as the case may be, shall be valid and enforceable on the Closing Date. Without limiting the generality of the foregoing, all consents and approvals by governmental agencies that are required for the consummation of the transactions contemplated hereby or other agreements contemplated hereby will have been obtained, and the waiting period under the Xxxx-Xxxxx-Xxxxxx Anti-Trust Improvements Act of 1976, as amended, thereby (the "HSR ActJoint Proxy Statement") shall have been ------- terminatedand the registration statement on Form S-4 (the "S-4") in which such Joint Proxy Statement will be included as a prospectus, (c) the filing of Articles of Merger with the Wisconsin Department under the WBCL and the filing of a Certificate of Merger with the Secretary of State of the State of Delaware, (d) such filings and approvals as are required to be made or obtained under the securities or "Blue Sky" laws of various states in connection with the issuance of the shares of SFS Common Stock pursuant to this Agreement and the Plan of Merger, (e) the approval of this Agreement and the Plan of Merger by the requisite vote of the shareholders of HBE and SFS, and (f) any necessary filings with the Office of Thrift Supervision or any state regulatory agencies.

Consents and Approvals. Seller shall have executed Except for (i) the filing of applications and delivered ---------------------- notices, as applicable, with the Federal Reserve Board under the BHC Act and approval of such applications and notices, (ii) the filing of any requisite applications with the OCC and the approval of such applications, (iii) the filings with respect to Buyer the State Approvals (including receipt of such State Approvals), (iv) 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 Closing Date a certificateNYSE, dated that date(vi) the filing with the SEC of the Joint Proxy Statement and the filing and declaration of effectiveness of the S-4, in form and substance reasonably satisfactory to Buyer (vii) the filing of the Certificate of Merger with the Delaware Secretary pursuant to the effect that each DGCL, (viii) such filings and approvals as are required to be made or obtained under the securities or "Blue Sky" laws of various states in connection with the issuance of the conditions shares of 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 the Parent Vote Matters by the requisite votes of the stockholders 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 Sections 7.1(a) Section 4.4 of the Parent Disclosure Schedule, and (bxii) hereof have been satisfied in full. The trustee of Seller shall be duly authorized to execute, deliver and carry out this Agreement and all of the transactions contemplated hereby, and shall have delivered to Buyer on the Closing Date certified copies of the documents containing such authorizations. All documents, Third-Party Consents and any other consents, approvals or other items required to be delivered hereunder to Buyer at or prior to Closing, or necessary for the consummation of the transactions, shall have been granted or obtained and delivered or shall be tendered at the Closing or new agreements shall have been issued with respect thereto in the name of Buyer on terms and conditions no less favorable than those presently held by the Companies, and such consents or new agreements, as the case may be, shall be valid and enforceable on the Closing Date. Without limiting the generality of the foregoing, all 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, or filings or registrations with, any Governmental Entity or any third party are necessary in connection with (A) the execution and delivery by governmental agencies that are required for Parent and Merger Sub of the Parent Documents and (B) the consummation by Parent and Merger Sub of the Merger and the other transactions contemplated hereby or other agreements contemplated hereby will have been obtained, and the waiting period under the Xxxx-Xxxxx-Xxxxxx Anti-Trust Improvements Act of 1976, as amended, (the "HSR Act") shall have been ------- terminatedthereby.

Consents and Approvals. Seller shall have executed and delivered ---------------------- to Buyer on the Closing Date No consent, approval, order, notification or authorization of, action, nonaction by or in respect of, waiver, clearance, or registration, declaration or filing with, any federal, state, local or foreign government, any court, administrative, regulatory or other governmental agency, commission or authority or any non-governmental self-regulatory agency, securities exchange, commission or authority (each, a certificate, dated that date, in form and substance reasonably satisfactory to Buyer “Governmental Authority ”) is required by or with respect to the effect that each Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement by the Company or the consummation by the Company of the conditions set forth in Sections 7.1(a) and (b) hereof have been satisfied in full. The trustee of Seller shall be duly authorized to execute, deliver and carry out this Agreement and all of Merger or the other transactions contemplated herebyby this Agreement, and shall have delivered to Buyer on except for those required under or in relation to: (a) the Closing Date certified copies applicable requirements of the documents containing such authorizations. All documents, Third-Party Consents and any other consents, approvals or other items required to be delivered hereunder to Buyer at or prior to Closing, or necessary for the consummation of the transactions, shall have been granted or obtained and delivered or shall be tendered at the Closing or new agreements shall have been issued with respect thereto in the name of Buyer on terms and conditions no less favorable than those presently held by the Companies, and such consents or new agreements, as the case may be, shall be valid and enforceable on the Closing Date. Without limiting the generality of the foregoing, all consents and approvals by governmental agencies that are required for the consummation of the transactions contemplated hereby or other agreements contemplated hereby will have been obtained, and the waiting period under the Xxxx-Xxxxx-Xxxxxx Anti-Trust Antitrust Improvements Act of 1976, as amendedamended (the “ XXX Xxx”), xxxxxxxxx xxx XXX Xxxxxxxx, (x) the "HSR Act"filings pursuant to the Exchange Act in connection with: (i) shall have been ------- terminatedthe Company Stockholder Approval (to the extent required by applicable Law and including, but not limited to, the proxy or information statement requirements), (ii) the Offer Documents, (iii) the Schedule 14D-9 and (iv) such other Exchange Act reports as may be required in connection with this Agreement and the transactions contemplated hereby; (c) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and the filing of appropriate documents with the relevant authorities of other states in which the Company is qualified to do business; (d) the filing of the insurance regulatory approvals listed on Section 3.04(d) of the Company Disclosure Schedule; (e) approval of the airport authorities listed on Section 3.04(e) of the Company Disclosure Schedule with respect to the corresponding airport concessions, licenses and leases listed on Section 3.04(e) of the Company Disclosure Schedule and (f) those which if not obtained or made would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on the Company.

Consents and Approvals. Seller shall have executed and delivered ---------------------- to Buyer on the Closing Date a certificate, dated that date, in form and substance reasonably satisfactory to Buyer to the effect that each of the conditions Except as set forth in Sections 7.1(aSection 5.4 of the Parent Disclosure Schedule, no Consents of, or filings or registrations with, any Governmental Entity or any third Person are necessary in connection with (a) the execution and delivery by Parent or Merger Subs of this Agreement or the Agreement of Merger or (b) hereof have been satisfied in full. The trustee of Seller shall be duly authorized to execute, deliver and carry out this Agreement and all of the transactions contemplated hereby, and shall have delivered to Buyer on the Closing Date certified copies of the documents containing such authorizations. All documents, Third-Party Consents and any other consents, approvals or other items required to be delivered hereunder to Buyer at or prior to Closing, or necessary for the consummation of the transactions, shall have been granted by Parent or obtained and delivered or shall be tendered at the Closing or new agreements shall have been issued with respect thereto in the name of Buyer on terms and conditions no less favorable than those presently held by the Companies, and such consents or new agreements, as the case may be, shall be valid and enforceable on the Closing Date. Without limiting the generality of the foregoing, all consents and approvals by governmental agencies that are required for the consummation Merger Subs of the transactions contemplated hereby or other agreements contemplated hereby will have been obtainedand thereby, and including the waiting period Mergers, except for (i) any notices required to be filed under the Xxxx-Xxxxx-Xxxxxx Anti-Trust Improvements Act of 1976, as amendedHSR Act, (ii) the "HSR Consents from, or registrations, declarations, notices or filings made to or with the Federal FCC, or any Governmental Entity (including State Regulators) and local cable franchise authorities) (other than with respect to securities, antitrust, competition, trade regulation or similar laws), in each case as may be required in connection with this Agreement, the Mergers or the other transactions contemplated by this Agreement and are required in with respect to mergers, business combinations or changes in control of telecommunications companies generally, (iii) the filing with the SEC of the Proxy Statement/Prospectus (as hereinafter defined) as well as any other filings required to be made with the SEC pursuant to the Securities Act or the Exchange Act", (iv) shall have been ------- terminatedthe filing of the Articles of Merger and related certificates with the California Secretary pursuant to the CGCL, (v) Consents or approvals of, or filings or registrations with, Governmental Entities or third parties, (vi) such filings and approvals as may be required to be made under the state blue sky or securities Laws or various states in connection with the issuance of shares of Parent Stock pursuant to this Agreement and (vii) such filings as may be required to cause the shares of Parent Stock to be issued pursuant this Agreement to be approved for listing on the NASDAQ Global Select Market, the failure of which to be obtained would not be reasonably expected to result in, individually or in the aggregate, a Parent Material Adverse Effect.

Consents and Approvals. Seller shall have executed Except (a) as set forth in Section 4.4(a) of the U S WEST Merger Disclosure Schedule, (b) for compliance with and delivered ---------------------- filings under the HSR Act, (c) for the receipt of the Orders of the FCC and state regulatory authorities set forth in Section 4.4(b) of the U S WEST Merger Disclosure Schedule (the "FCC/State Orders"), (d) for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, the Articles of Merger with the Secretary of State of the State of Colorado and appropriate documents with the relevant authorities of other states in which either NV or PCS Holdings is qualified to Buyer do business, and (e) for such filings in connection with any state 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, if any (collectively, "Gains Taxes") (the items in clauses (a) through (e) being collectively referred to herein as "U S WEST Consents"), no Consents, approvals, licenses, permits, orders or authorizations of, or registrations, declarations, notices or filings with, 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 or made by or with respect to the NV/PCS Transferee) on or prior to the Closing Date a certificatein connection with (A) the execution, dated that date, in form delivery and substance reasonably satisfactory to Buyer to the effect that each performance of this Agreement or any of the conditions set forth in Sections 7.1(a) and (b) hereof have been satisfied in full. The trustee of Seller shall be duly authorized to executeother Transaction Agreements, deliver and carry out this Agreement and all of the transactions contemplated hereby, and shall have delivered to Buyer on the Closing Date certified copies of the documents containing such authorizations. All documents, Third-Party Consents and any other consents, approvals or other items required to be delivered hereunder to Buyer at or prior to Closing, or necessary for the consummation of the transactions, shall have been granted or obtained and delivered or shall be tendered at the Closing or new agreements shall have been issued with respect thereto in the name of Buyer on terms and conditions no less favorable than those presently held by the Companies, and such consents or new agreements, as the case may be, shall be valid and enforceable on the Closing Date. Without limiting the generality of the foregoing, all consents and approvals by governmental agencies that are required for the consummation of 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 agreements action contemplated hereby will 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 been obtaineda 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 the waiting period under other Transaction Agreements or consummate the Xxxx-Xxxxx-Xxxxxx Anti-Trust Improvements Act of 1976, as amended, (the "HSR Act") shall have been ------- terminatedtransactions contemplated hereby and thereby.

Consents and Approvals. Seller shall have executed Except for (a) the filing of applications and delivered ---------------------- notices, as applicable, with the FRB and approval of such applications and notices, (b) the filing of applications and notices, as applicable, with the FDIC and approval of such applications and notices, (c) the filing of applications and notices, as applicable, with the New Jersey Department and approval of such applications and notices, (d) the filing with the SEC of the Proxy Statement and the filing and declaration of effectiveness of the S-4, (e) the authorization of the issuance of the shares of Parent Common Stock issuable pursuant to Buyer this Agreement (including without limitation the shares of Parent Common Stock issuable upon exercise of all New Stock Options) by the requisite vote of the shareholders of Parent, (f) the filing of the Certificate of Merger with the Department of the Treasury of the State of New Jersey pursuant to the BCA, (g) approval of the listing of the Parent Common Stock to be issued in the Merger on the Closing Date a certificateNASDAQ Global Select Market, dated that date(h) such filings as shall be required to be made with any applicable state securities bureaus or commissions, in form (i) such consents, authorizations or approvals as shall be required under the Environmental Laws and substance reasonably satisfactory to Buyer to the effect that each of the conditions (j) such other filings, authorizations or approvals as may be set forth in Sections 7.1(a) and (b) hereof have been satisfied in full. The trustee of Seller shall be duly authorized to execute, deliver and carry out this Agreement and all Section 4.4 of the Parent Disclosure Schedule, no consents or approvals of or filings or registrations with any Governmental Entity or with any third party are necessary on behalf of Parent or the Parent’s Bank in connection with (1) the execution and delivery by Parent of this Agreement, (2) the consummation by Parent of the Merger and the other transactions contemplated hereby, (3) the execution and shall have delivered to Buyer on delivery by the Closing Date certified copies Parent’s Bank of the documents containing such authorizations. All documents, Third-Party Consents Bank Merger Agreement and any other consents, approvals or other items required to be delivered hereunder to Buyer at or prior to Closing, or necessary for (4) the consummation by the Parent’s Bank of the transactions, shall have been granted or obtained Bank Merger and delivered or shall be tendered at the Closing or new agreements shall have been issued with respect thereto in the name of Buyer on terms and conditions no less favorable than those presently held by the Companies, and such consents or new agreements, as the case may be, shall be valid and enforceable on the Closing Date. Without limiting the generality of the foregoing, all consents and approvals by governmental agencies that are required for the consummation of the other transactions contemplated hereby or other agreements contemplated hereby will have been obtained, and the waiting period under the Xxxx-Xxxxx-Xxxxxx Anti-Trust Improvements Act of 1976, as amended, (the "HSR Act") shall have been ------- terminatedthereby.

Consents and Approvals. Seller shall have executed Except for (i) filings of applications and delivered ---------------------- to Buyer on notices with, receipt of approvals or no objections from, and the Closing Date expiration of related waiting periods required by, federal and state banking authorities, including filings and notices with the Federal Reserve, the FDIC, the NJ Department and the OCC, (ii) the filing with the SEC of a certificate, dated that date, Joint Proxy Statement-Prospectus in definitive form and substance reasonably satisfactory to Buyer relating to the effect that each meetings of the conditions set forth Company’s and Purchaser’s stockholders to be held in Sections 7.1(a) and (b) hereof have been satisfied in full. The trustee of Seller shall be duly authorized to execute, deliver and carry out connection with this Agreement and all of the transactions contemplated hereby, and shall have delivered to Buyer on the Closing Date certified copies of the documents containing such authorizations. All documents, Third-Party Consents and any other consents, approvals or other items required to be delivered hereunder to Buyer at or prior to Closing, or necessary for the consummation of the transactions, shall have been granted or obtained and delivered or shall be tendered at the Closing or new agreements shall have been issued with respect thereto in the name of Buyer on terms and conditions no less favorable than those presently held by the Companies, and such consents or new agreements, as the case may be, shall be valid and enforceable on the Closing Date. Without limiting the generality of the foregoing, all consents and approvals by governmental agencies that are required for the consummation of the transactions contemplated hereby or other agreements contemplated hereby and of the Registration Statement in which such proxy statement will have been obtainedbe included as a prospectus, and declaration of effectiveness of the waiting period Registration Statement, (iii) the filing of the Articles of Merger with the Maryland Department pursuant to the MGCL, 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, (iv) filing with The Nasdaq Stock Market LLC of a notification of the listing of the shares of Purchaser Common Stock to be issued in the Merger, and (v) such filings and approvals as are required to be made or obtained under the Xxxx-Xxxxx-Xxxxxx Anti-Trust Improvements Act securities or “Blue Sky” laws of 1976various states in connection with the issuance of shares of Purchaser Common Stock pursuant to this Agreement., as amendedno consents or approvals of, (or filings or registrations with, any Governmental Entity or any third party are required to be made or obtained in connection with the "HSR Act"execution and delivery by Purchaser of this Agreement or the consummation by Purchaser of the Merger and the other transactions contemplated by this Agreement, including the Bank Merger. 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) shall have been ------- terminatedshould not be obtained without the imposition of any material condition or restriction described in Section 6.2(e).

Consents and Approvals. Seller shall have executed and delivered ---------------------- to Buyer on Except for (i) the Closing Date a certificate, dated that date, in form and substance reasonably satisfactory to Buyer to the effect that each filing of the conditions any required applications or notices with governmental agencies or authorities as set forth in Sections 7.1(a) and (b) hereof have been satisfied in full. The trustee of Seller shall be duly authorized to execute, deliver and carry out this Agreement and all Schedule 3.4 of the transactions contemplated herebyCompany Disclosure Schedule and approval of such applications and notices (the "REGULATORY APPROVALS"), and shall have delivered to Buyer on (ii) the Closing Date certified copies filing with the SEC of the documents Form S-4 (as defined in Section 6.1(a)) containing such authorizations. All documentsthe Proxy Statement/Prospectus (as defined in Section 6.1(a)), Third-Party Consents and any other consents, approvals or other items required to be delivered hereunder to Buyer at or prior to Closing, or necessary for (iii) the consummation filing of the transactions, shall have been granted or obtained and delivered or shall be tendered at Articles of Merger with the Closing or new agreements shall have been issued with respect thereto in the name Secretary of Buyer on terms and conditions no less favorable than those presently held by the Companies, and such consents or new agreements, as the case may be, shall be valid and enforceable on the Closing Date. Without limiting the generality State of the foregoingState of Minnesota pursuant to the MBCA, all consents and approvals by governmental agencies that are required for (iv) the consummation expiration of the transactions contemplated hereby or other agreements contemplated hereby will have been obtained, and the any applicable waiting period under the Xxxx-Xxxxx-Xxxxxx Anti-Trust Antitrust Improvements Act of 1976, as amended, amended (the "HSR ActACT"), (v) the Company Shareholder Approval, (vi) the filing with the SEC of such reports under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"), as may be required in connection with the execution and delivery of this Agreement and the transactions contemplated hereby and (vii) such other consents, approvals, filings and registrations the failure to obtain which would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect on Company, no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental or regulatory authority or instrumentality (each a "GOVERNMENTAL ENTITY"), are necessary in connection with the execution and delivery by Company of this Agreement or the Receivables Agreements or the consummation by Company of the transactions contemplated hereby or thereby. Company has no reason to believe that any regulatory approvals or consents required to consummate the transactions contemplated by this Agreement (the "REQUISITE REGULATORY APPROVALS") shall have been ------- terminatedwill not be obtained on a timely basis.

Consents and Approvals. Seller shall have executed Except for (i) the filing of applications and delivered ---------------------- to Buyer on the Closing Date a certificate, dated that date, in form and substance reasonably satisfactory to Buyer to the effect that each of the conditions set forth in Sections 7.1(a) and (b) hereof have been satisfied in full. The trustee of Seller shall be duly authorized to execute, deliver and carry out this Agreement and all of the transactions contemplated hereby, and shall have delivered to Buyer on the Closing Date certified copies of the documents containing such authorizations. All documents, Third-Party Consents and any other consents, approvals or other items required to be delivered hereunder to Buyer at or prior to Closing, or necessary for the consummation of the transactions, shall have been granted or obtained and delivered or shall be tendered at the Closing or new agreements shall have been issued with respect thereto in the name of Buyer on terms and conditions no less favorable than those presently held by the Companies, and such consents or new agreementsnotices, as applicable, with the case may be, shall be valid and enforceable on Federal Reserve Board under the Closing Date. Without limiting the generality of the foregoing, all consents and approvals by governmental agencies that are required for the consummation of the transactions contemplated hereby or other agreements contemplated hereby will have been obtained, BHC Act and the waiting period under the Xxxx-Xxxxx-Xxxxxx Anti-Trust Improvements Act of 1976Federal Reserve Act, as amended, and approval of such applications and notices, and, in connection with the acquisition of PVFC Bank by FNB, the filing of applications and notices, as applicable, with the FDIC, the OCC and any state regulatory authority, and approval of such applications and notices, (ii) the "HSR Act"filing with the SEC of the Proxy Statement and the filing and declaration of effectiveness of the Registration Statement, (iii) shall have been ------- terminatedthe filing of 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 Florida pursuant to the FBCA, (iv) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment advisers or transfer agents and the rules and regulations thereunder and of any applicable industry SRO, and the rules of NASDAQ or the NYSE, or that are required under consumer finance, mortgage banking and other similar laws, (v) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of FNB Common Stock pursuant to this Agreement and approval of listing such FNB Common Stock on the NYSE, no consents or approvals of or filings or registrations with any Governmental 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 FNB of the Merger and the other transactions this Agreement contemplates. As of the 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. Seller shall have executed Except for (a) the filing of any required applications, filings, notices and delivered ---------------------- to Buyer on requests for waiver, as applicable, with the Closing Date a certificateFederal Reserve Board under the BHC Act and approval of such applications, dated that datefilings and notices or granting of such waivers, in form and substance reasonably satisfactory to Buyer to the effect that each of the conditions set forth in Sections 7.1(a) and as applicable, (b) hereof have been satisfied the filing of any required applications, filings and notices, as applicable, with the FDIC and the Texas Department of Banking in full. The trustee connection with the Bank Merger, and approval of Seller shall such applications, filings and notices, (c) the filing of an exit notice with 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, (d) the filing of any required applications, filings and notices, as applicable, with the NASDAQ, (e) the filing by CBTX with the SEC of the Joint Proxy Statement and the S-4 in which the Joint Proxy Statement will be duly authorized included as a prospectus, and the declaration of effectiveness of the S-4, (f) the filing of the Certificate of Merger with the Texas Secretary of State pursuant to executethe TBOC, deliver (g) the filing of the Bank Merger Certificates with the applicable Governmental Entities as required by applicable law and carry out (h) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of CBTX Common Stock pursuant to this Agreement and all the approval of the listing of such CBTX Common Stock on the NASDAQ, 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 Allegiance of the Merger and the other transactions contemplated hereby, and shall have delivered to Buyer on hereby (including the Closing Date certified copies Bank Merger). As of the documents containing such authorizations. All documentsdate hereof, Third-Party Consents Allegiance has no knowledge of any reason why the necessary regulatory approvals and any other consents, approvals or other items required consents will not be received by Allegiance to be delivered hereunder to Buyer at or prior to Closing, or necessary for the permit consummation of the transactions, shall have been granted or obtained Merger and delivered or shall be tendered at the Closing or new agreements shall have been issued with respect thereto in the name of Buyer Bank Merger on terms and conditions no less favorable than those presently held by the Companies, and such consents or new agreements, as the case may be, shall be valid and enforceable on the Closing Date. Without limiting the generality of the foregoing, all consents and approvals by governmental agencies that are required for the consummation of the transactions contemplated hereby or other agreements contemplated hereby will have been obtained, and the waiting period under the Xxxx-Xxxxx-Xxxxxx Anti-Trust Improvements Act of 1976, as amended, (the "HSR Act") shall have been ------- terminateda timely basis.

Consents and Approvals. Seller shall have executed Except for (a) the filing of applications, filings and delivered ---------------------- to Buyer on notices, as applicable, with the Closing Date a certificate, dated that date, in form and substance reasonably satisfactory to Buyer to the effect that each Board of Governors of the conditions set forth in Sections 7.1(aFederal Reserve System (the “Federal Reserve Board”) under the BHC Act and the Home Owners’ Loan Act and approval of such applications, filings and notices, (b) hereof have been satisfied the filing of applications, filings and notices, as applicable, with the OCC in full. The trustee connection with the Bank Merger, under the Bank Merger Act, and approval of Seller shall such applications, filings and notices, (c) the filing of any required applications, filings or notices, as applicable, with the Financial Industry Regulatory Authority (“FINRA”) and the approval of such applications, filings and notices, (d) the filing with the Securities and Exchange Commission (the “SEC”) of a proxy statement in definitive form relating to the meeting of Sunshine’s shareholders to be duly authorized to execute, deliver and carry out held in connection with this Agreement and all of the transactions contemplated hereby, and shall have delivered to Buyer on the Closing Date certified copies of the documents containing such authorizations. All documents, Third-Party Consents and any other consents, approvals or other items required to be delivered hereunder to Buyer at or prior to Closing, or necessary for the consummation of the transactions, shall have been granted or obtained and delivered or shall be tendered at the Closing or new agreements shall have been issued with respect thereto in the name of Buyer on terms and conditions no less favorable than those presently held by the Companies, and such consents or new agreements, as the case may be, shall be valid and enforceable on the Closing Date. Without limiting the generality of the foregoing, all consents and approvals by governmental agencies that are required for the consummation of the transactions contemplated hereby (including any amendments or supplements thereto, the “Proxy Statement-Prospectus”), and of the registration statement on Form S‑4 in which the Proxy Statement will be included as a prospectus, to be filed with the SEC by CenterState in connection with the transactions contemplated by this Agreement (the “S‑4”) and declaration of effectiveness of the S‑4, (d) the filing of the Certificates/Articles of Merger with the Florida Secretary of State pursuant to the FBCA and the Maryland State Department of Assessments and Taxation pursuant to the MGCL to the extent required, and (e) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of CenterState Common Stock pursuant to this Agreement and the approval of the listing of such CenterState Common Stock on NASDAQ (the “Regulatory Approvals”), no consents or approvals of or filings or registrations with any Governmental Authority are necessary in connection with (A) the execution and delivery by Sunshine of this Agreement or (B) the consummation by Sunshine of the Merger and the other agreements transactions contemplated hereby (including the consummation by Savings Bank of the Bank Merger). As of the date hereof, Sunshine is not aware of any reason why the necessary Regulatory Approvals and consents will have been obtained, not be received in order to permit consummation of the Merger and the waiting period under the Xxxx-Xxxxx-Xxxxxx Anti-Trust Improvements Act of 1976, as amended, (the "HSR Act") shall have been ------- terminatedBank Merger on a timely basis.

Consents and Approvals. Seller shall have executed Except for (i) the filing of applications and delivered ---------------------- to Buyer on notices, as applicable with the Closing Date Federal Reserve Board under the Bank Holding Company Act of 1956, as amended and Bank Merger Act and the approval of such applications and notices, (ii) the filing of applications with the F.D.I.C. under the Bank Merger Act and approval of such applications, (iii) state banking approvals, (iv) the filing with the SEC of a certificateproxy statement and the S-4, dated that date(v) the approval of this agreement by Purchaser as the sole stockholder of Newco, in form and substance reasonably satisfactory to Buyer to (vi) the effect that each filing of Articles of Merger with the Secretary of State of the conditions Commonwealth of Massachusetts, (vii) such filings and approvals as are required to be made or obtained under securities or blue sky laws of various states in connection with the issuance of the shares of Purchaser Common Stock pursuant to this Agreement; (viii) such filings, authorizations or approvals as may be set forth in Sections 7.1(aSection 3.21 of the Purchaser Disclosure Schedule, no consents or approvals of or filings or registrations with any governmental entity or any third party are necessary in connection with (1) the execution and delivery by Purchaser and Newco of this Agreement, (2) the consummation by Purchaser and Newco of the Merger and other transactions contemplated hereby, (3) the execution and delivery by Newco of the Merger Agreement and (b4) hereof have been satisfied in fullconsummation of transactions contemplated by the Merger Agreement. The trustee affirmative vote of Seller shall be duly authorized the holders of the shares of Purchaser Common Stock is not required to execute, deliver and carry out approve this Agreement and all of or the transactions contemplated hereby, . Purchaser hereby represents to Company that it has no reason to believe that it would be unable to obtain each and shall have delivered every required consent and approval referred to Buyer in this SECTION 3.21. The Purchaser will endeavor to obtain such consents and approvals so that the transactions contemplated by this Agreement and the Merger Agreement may be consummated on the Closing Date certified copies of the documents containing such authorizations. All documents, Third-Party Consents and any other consents, approvals or other items required to be delivered hereunder to Buyer at or prior to ClosingFebruary 28, or necessary for the consummation of the transactions, shall have been granted or obtained and delivered or shall be tendered at the Closing or new agreements shall have been issued with respect thereto in the name of Buyer on terms and conditions no less favorable than those presently held by the Companies, and such consents or new agreements, as the case may be, shall be valid and enforceable on the Closing Date. Without limiting the generality of the foregoing, all consents and approvals by governmental agencies that are required for the consummation of the transactions contemplated hereby or other agreements contemplated hereby will have been obtained, and the waiting period under the Xxxx-Xxxxx-Xxxxxx Anti-Trust Improvements Act of 1976, as amended, (the "HSR Act") shall have been ------- terminated1996.

Consents and Approvals. Seller shall have executed Except for (i) filings of applications and delivered ---------------------- to Buyer on notices with, receipt of approvals or no objections from, and the Closing Date expiration of related waiting periods required by, federal and state banking authorities, including filings and notices with the Federal Reserve, the FDIC, the NJ Department and the OCC, (ii) the filing with the SEC of a certificate, dated that date, Joint Proxy Statement-Prospectus in definitive form and substance reasonably satisfactory to Buyer relating to the effect that each meetings of the conditions set forth Company’s and Purchaser’s stockholders to be held in Sections 7.1(a) and (b) hereof have been satisfied in full. The trustee of Seller shall be duly authorized to execute, deliver and carry out connection with this Agreement and all of the transactions contemplated hereby, and shall have delivered to Buyer on the Closing Date certified copies of the documents containing such authorizations. All documents, Third-Party Consents and any other consents, approvals or other items required to be delivered hereunder to Buyer at or prior to Closing, or necessary for the consummation of the transactions, shall have been granted or obtained and delivered or shall be tendered at the Closing or new agreements shall have been issued with respect thereto in the name of Buyer on terms and conditions no less favorable than those presently held by the Companies, and such consents or new agreements, as the case may be, shall be valid and enforceable on the Closing Date. Without limiting the generality of the foregoing, all consents and approvals by governmental agencies that are required for the consummation of the transactions contemplated hereby or other agreements contemplated hereby and of the Registration Statement in which such proxy statement will have been obtainedbe included as a prospectus, and declaration of effectiveness of the waiting period Registration Statement, (iii) the filing of the Articles of Merger with the Maryland Department pursuant to the MGCL, 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, (iv) filing with The Nasdaq Stock Market LLC of a notification of the listing of the shares of Purchaser Common Stock to be issued in the Merger, and (v) such filings and approvals as are required to be made or obtained under the Xxxx-Xxxxx-Xxxxxx Anti-Trust Improvements Act securities or “Blue Sky” laws of 1976various states in connection with the issuance of shares of Purchaser Common Stock pursuant to this Agreement, as amendedno consents or approvals of, (or filings or registrations with, any Governmental Entity or any third party are required to be made or obtained by the "HSR Act"Company in connection with the execution and delivery by the Company of this Agreement or the consummation by the Company of the Merger and the other transactions contemplated by this Agreement, including the Bank Merger. 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) shall have been ------- terminatedshould not be obtained without the imposition of any material condition or restriction described in Section 6.2(e).

Consents and Approvals. Seller shall have executed Except for (i) the filing of applications, filings and delivered ---------------------- to Buyer on notices, as applicable, with the Closing Date Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) under the BHC Act and approval of such applications, filings and notices, (ii) the filing of applications, filings and notices, as applicable, with the Office of the Comptroller of the Currency (the “OCC”) in connection with the Bank Merger, including under the Bank Merger Act, and approval of such applications, filings and notices, (iii) the filing of applications, filings and notices, as applicable, with the Texas Department of Banking under the Texas Finance Code, and approval of such applications, filings and notices, (iv) the filing with the Securities and Exchange Commission (the “SEC”) of a certificate, dated that date, joint proxy statement in definitive form and substance reasonably satisfactory to Buyer relating to the effect that each meetings of the conditions set forth Patriot’s and Green’s shareholders to be held in Sections 7.1(a) and (b) hereof have been satisfied in full. The trustee of Seller shall be duly authorized to execute, deliver and carry out connection with this Agreement and all of the transactions contemplated hereby, and shall have delivered to Buyer on the Closing Date certified copies of the documents containing such authorizations. All documents, Third-Party Consents and any other consents, approvals or other items required to be delivered hereunder to Buyer at or prior to Closing, or necessary for the consummation of the transactions, shall have been granted or obtained and delivered or shall be tendered at the Closing or new agreements shall have been issued with respect thereto in the name of Buyer on terms and conditions no less favorable than those presently held by the Companies, and such consents or new agreements, as the case may be, shall be valid and enforceable on the Closing Date. Without limiting the generality of the foregoing, all consents and approvals by governmental agencies that are required for the consummation of the transactions contemplated hereby (including any amendments or supplements thereto, the “Joint Proxy Statement”), and of the registration statement on Form S-4 in which the Joint Proxy Statement will be included as a prospectus, to be filed with the SEC by Green in connection with the transactions contemplated by this Agreement (the “S-4”) and declaration of effectiveness of the S-4, (v) the filing of the Certificate of Merger with the Texas Secretary pursuant to the TBOC and the filing of the Bank Merger Certificates, and (vi) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of Green Common Stock pursuant to this Agreement and the approval of the listing of such Green Common Stock on the NASDAQ, no consents or approvals of or filings or registrations with any court, administrative agency or commission or other agreements governmental authority or instrumentality or SRO (as defined below) (each a “Governmental Entity”) are necessary in connection with (A) the execution and delivery by Patriot of this Agreement or (B) the consummation by Patriot of the Merger and the other transactions contemplated hereby will have been obtained, and (including the waiting period under the Xxxx-Xxxxx-Xxxxxx Anti-Trust Improvements Act of 1976, as amended, (the "HSR Act") shall have been ------- terminatedBank Merger).

Consents and Approvals. Seller shall have executed Except for (i) the filing of applications and delivered ---------------------- to Buyer on notices, as applicable, with the Closing Date Board of Governors of the Federal Reserve System (the "Federal Reserve Board") under the BHC Act, (ii) the filing of any requisite applications with the Office of the Comptroller of the Currency (the "OCC") or the Federal Deposit Insurance Corporation (the "FDIC") in connection with the merger of Subsidiaries of CBI and Bancorp, (iii) the filing of any required applications or notices with any state bank regulatory agencies (the "State Approvals"), (iv) the filing with the SEC of a certificate, dated that date, proxy statement in definitive form and substance reasonably satisfactory to Buyer relating to the effect that each meeting of the conditions set forth CBI's shareholders to be held in Sections 7.1(a) and (b) hereof have been satisfied in full. The trustee of Seller shall be duly authorized to execute, deliver and carry out connection with this Agreement and all of the transactions contemplated hereby, and shall have delivered to Buyer on the Closing Date certified copies of the documents containing such authorizations. All documents, Third-Party Consents and any other consents, approvals or other items required to be delivered hereunder to Buyer at or prior to Closing, or necessary for the consummation of the transactions, shall have been granted or obtained and delivered or shall be tendered at the Closing or new agreements shall have been issued with respect thereto in the name of Buyer on terms and conditions no less favorable than those presently held by the Companies, and such consents or new agreements, as the case may be, shall be valid and enforceable on the Closing Date. Without limiting the generality of the foregoing, all consents and approvals by governmental agencies that are required for the consummation of the transactions contemplated hereby or other agreements contemplated hereby will have been obtained, and the waiting period under the Xxxx-Xxxxx-Xxxxxx Anti-Trust Improvements Act of 1976, as amended, (the "HSR ActProxy Statement") shall have been ------- terminatedand the registration statement on Form S-4 (the "S-4") in which the Proxy Statement will be included as a prospectus, (v) the filing of the Articles of Merger with the Oregon Secretary pursuant to the OBCA, (vi) the filing of the Certificate of Merger with the Delaware Secretary pursuant to the DGCL, (vii) such filings and approvals as are required to be made or obtained under the securities or "Blue Sky" laws of various states in connection with the issuance of the shares of Bancorp Common Stock pursuant to this Agreement, (viii) the approval of this Agreement by the requisite vote of the shareholders 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") 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 CBI of the Merger and the other transactions contemplated hereby.

Consents and Approvals. Seller shall have executed Except for (a) the filing of applications, filings and delivered ---------------------- to Buyer on notices, as applicable, with the Closing Date a certificateNYSE and the London Stock Exchange (the “LSE”), dated that date, in form and substance reasonably satisfactory to Buyer to the effect that each of the conditions set forth in Sections 7.1(a) and (b) hereof have been satisfied the filing with the Securities and Exchange Commission (the “SEC”) of a joint proxy statement relating to the meeting of Parent’s shareholders to be held for the purpose of obtaining the Requisite Parent Vote and the meeting of the Company’s stockholders to be held for the purpose of obtaining the Requisite Company Vote, in full. The trustee of Seller shall be duly authorized to executeeach case, deliver and carry out in connection with this Agreement and all of the transactions contemplated hereby, and shall have delivered to Buyer on the Closing Date certified copies of the documents containing such authorizations. All documents, Third-Party Consents and any other consents, approvals or other items required to be delivered hereunder to Buyer at or prior to Closing, or necessary for the consummation of the transactions, shall have been granted or obtained and delivered or shall be tendered at the Closing or new agreements shall have been issued with respect thereto in the name of Buyer on terms and conditions no less favorable than those presently held by the Companies, and such consents or new agreements, as the case may be, shall be valid and enforceable on the Closing Date. Without limiting the generality of the foregoing, all consents and approvals by governmental agencies that are required for the consummation of the transactions contemplated hereby (including any amendments or supplements thereto, the “Joint Proxy Statement”), in definitive form, and of the registration statement on 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 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 of the Certificate of Merger with the Delaware Secretary pursuant to the DGCL, (d) the filing of any notices or other agreements contemplated hereby will have been obtained, and the waiting period filings under the Xxxx-Xxxxx-Xxxxxx Anti-Trust Antitrust Improvements Act of 19761976 (the “HSR Act”), and such other consents, approvals, filings or registrations as may be required under any antitrust or competition Laws of non-U.S. jurisdictions, (e) the applications, filings, consents and notices, as amendedapplicable, set forth in Section 3.4 of the Company Disclosure Schedule, (f) such filings and approvals as are required to be made or obtained under the "HSR Act"securities or “Blue Sky” Laws of various states in connection with the issuance of the shares of Parent Common Stock in connection with the Merger pursuant to this Agreement (“Parent Share Issuance”) shall have been ------- terminatedand the approval of the listing of such Parent Common Stock on the NYSE, (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”) are necessary in connection with (i) the execution and delivery by the Company of this Agreement or (ii) the consummation by the Company of the Merger and the other transactions contemplated hereby. As used in this Agreement, “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 foreign securities exchange, futures exchange, commodities exchange or contract market.

Consents and Approvals. Seller shall have executed and delivered ---------------------- to Buyer on the Closing Date a certificate, dated that date, in form and substance reasonably satisfactory to Buyer (a) Subject to the effect that terms and conditions of this Agreement, each of CME Holdings and CBOT Holdings will use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Law to 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 Sections 7.1(aArticle 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, (biii) hereof have been satisfied in full. The trustee the obtaining of Seller shall be duly authorized to executeall necessary consents, deliver and carry out approvals or waivers from third parties, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement and all 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 shall have delivered efforts, from the date of this Agreement to Buyer on the Closing Date certified copies Effective Time, to cause the Merger to qualify as a reorganization within the meaning of Section 368(a) of the documents containing such authorizations. All documents, Third-Party Consents Code; and any other consents, approvals (vi) the execution or other items required delivery of additional instruments necessary to be delivered hereunder to Buyer at or prior to Closing, or necessary for consummate the consummation of the transactions, shall have been granted or obtained and delivered or shall be tendered at the Closing or new agreements shall have been issued with respect thereto in the name of Buyer on terms and conditions no less favorable than those presently held by the Companiestransactions contemplated by, and such consents or new agreementsto fully carry out the purposes of, as the case may be, shall be valid this Agreement. In furtherance and enforceable on the Closing Date. Without limiting the generality not in limitation of the foregoing, all consents each of CME Holdings and approvals by governmental agencies that are CBOT Holdings shall (A) make or cause to be made the filings required for of such party under the consummation of HSR Act, the Commodity Exchange Act and the Foreign Competition Laws with respect to the transactions contemplated hereby 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 agreements 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 hereby will have been obtainedby 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 Party shall independently participate in any meeting, or engage in any substantive conversation, with any Governmental Entity or Self-Regulatory Organization in respect of any such filings, investigation or other inquiry without giving the waiting period 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 HSR Act, the Foreign Competition Laws or other Antitrust Laws. CME Holdings and CBOT Holdings shall mutually cooperate in coordinating any filings and obtaining any necessary approvals under the Xxxx-Xxxxx-Xxxxxx Anti-Trust Improvements Act of 1976, as amended, (the "HSR Act") shall have been ------- terminated, 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. Seller (a) The parties hereto shall have executed and delivered ---------------------- to Buyer on the Closing Date a certificatecooperate with each other and, dated that date, in form and substance reasonably satisfactory to Buyer subject to the terms and conditions of this Agreement, each use its reasonable best efforts to promptly (i) prepare and file all necessary documentation, (ii) effect that each of all applications, notices, petitions and filings (including, to the conditions set forth extent necessary, any notification required by the HSR Act, as more specifically addressed in Sections 7.1(aSection 7.12) and (biii) hereof have been satisfied in fullobtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities that are reasonably deemed necessary or advisable to consummate the Transactions. The trustee Company shall also use its reasonable best efforts to obtain all consents required to be listed on Section 4.5(a) of Seller the Disclosure Letter; provided, however, that the Company shall not be duly authorized required prior to executethe Acceptance Time to pay any consent or other similar fee, deliver “profit sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contract), or the provision of additional security (including a guaranty) to obtain the consent, waiver or approval of any Person under any Contract. The parties hereto shall consult with each other with respect to the obtaining of all such permits, consents, approvals and carry out authorizations, and each party will keep the other apprised of the status of matters relating to completion of the Transactions. Parent and the Company shall each, subject to the terms and conditions of this Agreement, use its reasonable best efforts to resolve any objections that may be asserted by any Governmental Authority with respect to this Agreement or the Transactions. Parent and all the Company, with respect to any threatened or pending preliminary or permanent injunction or other order, decree or ruling or statute, rule, regulation or executive order that would adversely affect the ability of the parties hereto to consummate the transactions contemplated hereby, and shall have delivered use reasonable best efforts to Buyer on prevent the Closing Date certified copies of the documents containing such authorizations. All documentsentry, Third-Party Consents and any other consents, approvals enactment or other items required to be delivered hereunder to Buyer at or prior to Closing, or necessary for the consummation of the transactions, shall have been granted or obtained and delivered or shall be tendered at the Closing or new agreements shall have been issued with respect thereto in the name of Buyer on terms and conditions no less favorable than those presently held by the Companies, and such consents or new agreementspromulgation thereof, as the case may be, shall be valid and enforceable on the Closing Date. Without limiting the generality of the foregoing, all consents and approvals by governmental agencies that are required for the consummation of the transactions contemplated hereby or other agreements contemplated hereby will have been obtained, and the waiting period under the Xxxx-Xxxxx-Xxxxxx Anti-Trust Improvements Act of 1976, as amended, (the "HSR Act") shall have been ------- terminated.

Consents and Approvals. Seller shall have executed and delivered ---------------------- to Buyer on the Closing Date a certificate, dated that date, in form and substance reasonably satisfactory to Buyer (a) Subject to the effect that terms and conditions of this Agreement and applicable law, each of the conditions set forth in Sections 7.1(a) parties hereto shall use its commercially reasonable efforts to take, or cause to be taken, all actions and (b) hereof have been satisfied in full. The trustee of Seller shall to do, or cause to be duly authorized done, all things reasonably necessary, proper or advisable to execute, deliver consummate and carry out make effective the transactions contemplated by this Agreement and all the other Transaction Documents as soon as reasonably practicable, including such actions or things as any other party hereto may reasonably request in order to cause any of the conditions to such party's obligation to consummate such transactions contemplated hereby, and shall have delivered to Buyer on the Closing Date certified copies of the documents containing such authorizations. All documents, Third-Party Consents and any other consents, approvals or other items required specified in this Agreement to be delivered hereunder to Buyer at or prior to Closing, or necessary for the consummation of the transactions, shall have been granted or obtained and delivered or shall be tendered at the Closing or new agreements shall have been issued with respect thereto in the name of Buyer on terms and conditions no less favorable than those presently held by the Companies, and such consents or new agreements, as the case may be, shall be valid and enforceable on the Closing Datefully satisfied. Without limiting the generality of the foregoing, each of the parties hereto shall (and each shall cause its directors, officers and Subsidiaries, and use its reasonable efforts to cause its Affiliates, employees, agents, attorneys, accountants and representatives, to) consult and fully cooperate with and provide reasonable assistance to each other in (i) the preparation and filing with the Commission of the Registration Statement, the Proxy Statement and any necessary amendments or supplements to any of the foregoing; (ii) seeking to have such Proxy Statement cleared by the Commission and such Registration Statement declared effective by the Commission, in each case as soon as reasonably practicable after filing thereof; (iii) taking such actions as may reasonably be required under applicable state securities or blue sky laws in connection with the transactions contemplated by this Agreement and the other Transaction Documents; (iv) using its best commercially reasonable efforts to obtain all consents required consents, approvals, waivers, licenses, permits, authorizations, registrations, qualifications, or other 57 permissions or actions by, and approvals to give all required notices to and to make all required Filings with and applications and submissions to, any Governmental Authority or other Person, in each case required in order to cause any of the conditions to each other party's obligation to consummate such transactions to be fully satisfied; (v) filing all pre-merger notification and report forms required under the HSR Act and responding to any requests for additional information made by governmental agencies that are required for any Governmental Authority pursuant to the HSR Act and cooperating with each other party in complying with the requirements of the HSR Act; (vi) using commercially reasonable efforts to cause the lifting of any permanent or preliminary injunction or restraining order or other similar order issued or entered by any court or other Governmental Authority (an "Injunction") preventing the consummation of the transactions contemplated hereby or by the other agreements contemplated hereby will have been obtainedTransaction Documents; (vii) providing all such information about such party, its Subsidiaries and its officers, directors, partners and Affiliates, and the waiting period under the Xxxx-Xxxxx-Xxxxxx Anti-Trust Improvements Act of 1976making all applications and filings, as amendedmay be necessary or reasonably requested in connection with any of the foregoing; (viii) using commercially reasonable efforts to obtain the tax opinions referred to in Sections 10.1(b), 11.6 and 12.5; and (ix) in general, using commercially reasonable efforts to consummate and make effective the transactions contemplated hereby. Notwithstanding the foregoing, in making any such Filing and in order to obtain any consent, approval, waiver, license, permit, authorization, registration, qualification, or other permission or action or the lifting of any Injunction referred to in the preceding sentence, (A) the "HSR Act"parties and their respective Affiliates shall not be required to (i) pay any consideration, except filing fees; (ii) surrender, modify or amend in any respect any License or Contract (including this Agreement), (iii) hold separately (in trust or otherwise), divest itself of, or otherwise rearrange the composition of, any of its assets, (iv) agree to any limitations on any such Person's freedom of action with respect to future acquisitions of assets or with respect to any existing or future business or activities or on the enjoyment of the full rights of ownership, possession and use of any asset now owned or hereafter acquired by any such Person, or (v) agree to any of the foregoing or any other conditions or requirements of any Governmental Authority or other Person, in each case to the extent that doing so would be adverse or burdensome to such Person in any material respect. Prior to making any application to or filing with any Governmental Authority or other Person in connection with this Agreement, each party shall have been ------- terminatedprovide the other parties with drafts thereof and afford the other parties a reasonable opportunity to comment on such drafts.

Consents and Approvals. Seller shall have executed and delivered ---------------------- to Buyer on the Closing Date a certificate, dated that date, in form and substance reasonably satisfactory to Buyer (a) Subject to the effect that terms and conditions of this Agreement and applicable law, each of the conditions set forth in Sections 7.1(a) parties hereto shall use its commercially reasonable efforts to take, or cause to be taken, all actions and (b) hereof have been satisfied in full. The trustee of Seller shall to do, or cause to be duly authorized done, all things reasonably necessary, proper or advisable to execute, deliver consummate and carry out make effective the transactions contemplated by this Agreement and all the other Transaction Documents as soon as reasonably practicable, including such actions or things as any other party hereto may reasonably request in order to cause any of the conditions to such party's obligation to consummate such transactions contemplated hereby, and shall have delivered to Buyer on the Closing Date certified copies of the documents containing such authorizations. All documents, Third-Party Consents and any other consents, approvals or other items required specified in this Agreement to be delivered hereunder to Buyer at or prior to Closing, or necessary for the consummation of the transactions, shall have been granted or obtained and delivered or shall be tendered at the Closing or new agreements shall have been issued with respect thereto in the name of Buyer on terms and conditions no less favorable than those presently held by the Companies, and such consents or new agreements, as the case may be, shall be valid and enforceable on the Closing Datefully satisfied. Without limiting the generality of the foregoing, each of the parties hereto shall (and each shall cause its directors, officers and Subsidiaries, and use its reasonable efforts to cause its Affiliates, employees, agents, attorneys, accountants and representatives, to) consult and fully cooperate with and provide reasonable assistance to each other in (i) the preparation and filing with the Commission of the Registration Statement, the Proxy Statement and any necessary amendments or supplements to any of the foregoing; (ii) seeking to have such Proxy Statement cleared by the Commission and such Registration Statement declared effective by the Commission, in each case as soon as reasonably practicable after filing thereof; (iii) taking such actions as may reasonably be required under applicable state securities or blue sky laws in connection with the transactions contemplated by this Agreement and the other Transaction Documents; (iv) using its best commercially reasonable efforts to obtain all consents required consents, approvals, waivers, licenses, permits, authorizations, registrations, qualifications, or other permissions or actions by, and approvals to give all required notices to and to make all required Filings with and applications and submissions to, any Governmental Authority or other Person, in each case required in order to cause any of the conditions to each other party's obligation to consummate such transactions to be fully satisfied; (v) filing all pre-merger notification and report forms required under the HSR Act and responding to any requests for additional information made by governmental agencies that are required for any Governmental Authority pursuant to the HSR Act and cooperating with each other party in complying with the requirements of the HSR Act; (vi) using commercially reasonable efforts to cause the lifting of any permanent or preliminary injunction or restraining order or other similar order issued or entered by any court or other Governmental Authority (an "Injunction") preventing the consummation of the transactions contemplated hereby or by the other agreements contemplated hereby will have been obtainedTransaction Documents; (vii) providing all such information about such 40 party, its Subsidiaries and its officers, directors, partners and Affiliates, and the waiting period under the Xxxx-Xxxxx-Xxxxxx Anti-Trust Improvements Act of 1976making all applications and filings, as amendedmay be necessary or reasonably requested in connection with any of the foregoing; (viii) using commercially reasonable efforts to obtain the tax opinions referred to in Sections 10.1(b), 11.6 and 12.5; and (ix) in general, using commercially reasonable efforts to consummate and make effective the transactions contemplated hereby. Notwithstanding the foregoing, in making any such Filing and in order to obtain any consent, approval, waiver, license, permit, authorization, registration, qualification, or other permission or action or the lifting of any Injunction referred to in the preceding sentence, (A) the "HSR Act"parties and their respective Affiliates shall not be required to (i) pay any consideration, except filing fees; (ii) surrender, modify or amend in any respect any License or Contract (including this Agreement), (iii) hold separately (in trust or otherwise), divest itself of, or otherwise rearrange the composition of, any of its assets, (iv) agree to any limitations on any such Person's freedom of action with respect to future acquisitions of assets or with respect to any existing or future business or activities or on the enjoyment of the full rights of ownership, possession and use of any asset now owned or hereafter acquired by any such Person, or (v) agree to any of the foregoing or any other conditions or requirements of any Governmental Authority or other Person, in each case to the extent that doing so would be adverse or burdensome to such Person in any material respect. Prior to making any application to or filing with any Governmental Authority or other Person in connection with this Agreement, each party shall have been ------- terminatedprovide the other parties with drafts thereof and afford the other parties a reasonable opportunity to comment on such drafts.

Consents and Approvals. Seller shall have executed and delivered ---------------------- to Buyer on the Closing Date a certificate, dated that date, in form and substance reasonably satisfactory to Buyer to the effect that each Other than (i) applicable requirements of the conditions set forth Securities Act, the Exchange Act, and state securities and “blue sky” laws, as may be required in Sections 7.1(a) and (b) hereof have been satisfied in full. The trustee of Seller shall be duly authorized to execute, deliver and carry out connection with this Agreement and all of the transactions contemplated hereby, and shall have delivered to Buyer on (ii) the Closing Date certified copies filing of the documents containing Certificate of Merger and the Articles of Merger with the Delaware Secretary and the Washington Secretary, respectively, (iii) the filing of applications and notices with the Board of Governors of the Federal Reserve System (the “Federal Reserve”), the FDIC, the Treasury, the State of Washington Department of Financial Institutions (the “Washington DFI”), and the State of California Department of Financial Institutions, and the receipt of approval or notice of non-objection thereto and the expiration of any related waiting periods, (iv) such authorizationsapprovals, indications of non-objection or agreements from applicable bank regulatory agencies and the Treasury as Acquirer shall consider necessary or advisable to enable Acquirer to make payment to the Treasury for the Series A Preferred Stock in the Merger and to purchase the Treasury Warrant, and (v) such other consents of, filings with, authorizations or approvals from and registrations with any Governmental Entity which if not obtained or made would not, individually or in the aggregate, be material to the Company and its Subsidiaries taken as a whole (clauses (iii) through (v), collectively the “Requisite Regulatory Consents”), no notice or application to or filing with, or consent or notice of non-objection of, any Governmental Entity or any other Person is necessary in connection with the Company’s execution, delivery or performance of this Agreement, and the consummation of the Merger, the Bank Merger and the other transactions contemplated hereby. All documents, Third-Party A list of all Requisite Regulatory Consents and any other consents, approvals or other items required to be delivered hereunder to Buyer at or prior to Closing, or necessary for the consummation of the transactions, shall have been granted or obtained and delivered or shall be tendered at the Closing or new agreements shall have been issued with respect thereto in the name of Buyer on terms and conditions no less favorable than those presently held by the Companies, and such regulatory consents or new agreements, as the case may be, shall be valid and enforceable on the Closing Date. Without limiting the generality of the foregoing, all consents and approvals by governmental agencies that are required for by the consummation Company, its Subsidiaries or any of their Affiliates as of the transactions contemplated hereby or other agreements contemplated hereby will have been obtained, and date hereof is disclosed in Section 3.02(e) of the waiting period under the Xxxx-Xxxxx-Xxxxxx Anti-Trust Improvements Act of 1976, as amended, (the "HSR Act") shall have been ------- terminatedCompany Disclosure Schedule.

Consents and Approvals. Seller shall have executed Except for (i) the filing of applications, filings and delivered ---------------------- to Buyer on notices, as applicable, with NASDAQ, (ii) the Closing Date 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 Deposit Insurance Act, as amended (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 (the “NC Commissioner”) and approval of such applications, filings and notices, (iv) the filing with the Securities and Exchange Commission (the “SEC”) of a certificate, dated that date, joint proxy statement in definitive form and substance reasonably satisfactory to Buyer relating to the effect that each meetings of the conditions set forth NewBridge’s and Yadkin’s shareholders to be held in Sections 7.1(a) and (b) hereof have been satisfied in full. The trustee of Seller shall be duly authorized to execute, deliver and carry out connection with this Agreement and all of the transactions contemplated hereby, and shall have delivered to Buyer on the Closing Date certified copies of the documents containing such authorizations. All documents, Third-Party Consents and any other consents, approvals or other items required to be delivered hereunder to Buyer at or prior to Closing, or necessary for the consummation of the transactions, shall have been granted or obtained and delivered or shall be tendered at the Closing or new agreements shall have been issued with respect thereto in the name of Buyer on terms and conditions no less favorable than those presently held by the Companies, and such consents or new agreements, as the case may be, shall be valid and enforceable on the Closing Date. Without limiting the generality of the foregoing, all consents and approvals by governmental agencies that are required for the consummation of the transactions contemplated hereby (including any amendments or supplements thereto, the “Joint Proxy Statement”), and of the registration statement on Form S-4 in which the Joint Proxy Statement will be included as a prospectus, to be filed with the SEC by Yadkin in connection with the transactions contemplated by this Agreement (the “S-4”) and declaration of effectiveness of the S-4, (vi) the filing of the Articles of Merger with the NC Secretary pursuant to the NCBCA and the filing of the Bank Merger Certificates, and (vii) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of shares of Yadkin Common Stock pursuant to this Agreement and the approval of the listing of such shares of Yadkin Common Stock on the NYSE, no consents or approvals of or filings or registrations with any court, administrative agency or commission or other agreements governmental authority or instrumentality or SRO (each a “Governmental Entity”) are necessary in connection with (A) the execution and delivery by NewBridge of this Agreement or (B) the consummation by NewBridge of the Merger and the other transactions contemplated hereby will have been obtained, and (including the waiting period under the Xxxx-Xxxxx-Xxxxxx Anti-Trust Improvements Act of 1976, as amended, (the "HSR Act") shall have been ------- terminatedBank Merger).

Consents and Approvals. Seller shall have executed Except for (a) the filing of applications, filings and delivered ---------------------- to Buyer on notices, as applicable, with the Closing Date a certificateNYSE, dated that date, in form and substance reasonably satisfactory to Buyer to the effect that each of the conditions set forth in Sections 7.1(a) and (b) hereof have been satisfied the filing of applications, filings and notices, as applicable, with the Federal Reserve Board under the HOLA and approval of such applications, filings and notices, (c) the filing of applications, filings and notices, as applicable, with the OCC, the FDIC and the DFS, in full. The trustee connection with the Bank Merger, including under the Bank Merger Act, and approval of Seller shall 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 Company Disclosure Schedule or Section 4.4 of the Parent Disclosure Schedule and approval of such applications, filings and notices, (e) the filing with the SEC of the Joint Proxy Statement and the S-4 in which the Joint Proxy Statement will be duly authorized included as a prospectus, and declaration of effectiveness of the S-4, (f) the filing of the Charter Amendment and the Certificate of Merger with the Delaware Secretary pursuant to executethe DGCL, deliver and carry out the filing of the Bank Merger Certificates and (g) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of Parent Common Stock pursuant to this Agreement and all the approval of the listing of such Parent Common Stock on the NYSE, no consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with (i) the execution and delivery by Parent of this Agreement or (ii) the consummation by Parent of the Merger and the other transactions contemplated hereby, and shall have delivered to Buyer on hereby (including the Closing Date certified copies Bank Merger). As of the documents containing such authorizations. All documentsdate hereof, Third-Party Consents Parent is not aware of any reason why the necessary regulatory approvals and any other consents, approvals or other items required consents will not be received in order to be delivered hereunder to Buyer at or prior to Closing, or necessary for the permit consummation of the transactions, shall have been granted or obtained Merger and delivered or shall be tendered at the Closing or new agreements shall have been issued with respect thereto in the name of Buyer Bank Merger on terms and conditions no less favorable than those presently held by the Companies, and such consents or new agreements, as the case may be, shall be valid and enforceable on the Closing Date. Without limiting the generality of the foregoing, all consents and approvals by governmental agencies that are required for the consummation of the transactions contemplated hereby or other agreements contemplated hereby will have been obtained, and the waiting period under the Xxxx-Xxxxx-Xxxxxx Anti-Trust Improvements Act of 1976, as amended, (the "HSR Act") shall have been ------- terminateda timely basis.

Consents and Approvals. Seller shall have executed (a) Except for (i) the filing with the Securities and delivered ---------------------- to Buyer on Exchange Commission (the Closing Date “SEC”) of a certificate, dated that date, preliminary proxy statement and a proxy statement in definitive form and substance reasonably satisfactory to Buyer relating to the effect that each meeting of the conditions Company’s shareholders to be held in connection with this Agreement and the transactions contemplated hereby (the “Proxy Statement”), (ii) the approval and adoption of this Agreement by the Company Requisite Vote of the shareholders of the Company, (iii) filings of applications and notices with, receipt of approvals or no objections from, and the expiration of related waiting periods required by, the Office of Thrift Supervision (“OTS”) or its successor, (iv) filing of the Certificate of Merger, the Bank Merger Certificates and the certificate of merger with respect to the Liquidation, (v) filing of the Proxy Statement and any amendments or supplements thereto pursuant to the Exchange Act, and (vi) such filings, authorizations or approvals as may be set forth in Sections 7.1(aSection 4.4(a) of the Company Disclosure Schedule (the consents and approvals referred to in clause (bvi) hereof have been satisfied are called the “Third Party Consents”), no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental authority or instrumentality (each a “Governmental Entity”) or with any third party are required to be made or obtained by the Company in full. The trustee connection with (1) the execution and delivery by the Company of Seller shall be duly authorized to execute, deliver and carry out this Agreement and all (2) the consummation by the Company of the Merger , the Liquidation and the other transactions contemplated hereby, and shall have delivered to Buyer on including the Closing Date certified copies consummation by the Company Bank of the documents containing Bank Merger. On the date of this Agreement, the Company knows of no reason why all such authorizationsfilings cannot be timely made or why all such approvals cannot be timely obtained. All documents, Third-Party Consents and any other consents, approvals or other items required Pursuant to be delivered hereunder to Buyer at or prior to Closing, or necessary for the consummation Section 131 of the transactionsLBCL, shall have been granted no appraisal or obtained and delivered or shall dissenters’ rights will be tendered at available to holders of Company Common Stock in connection with the Closing or new agreements shall have been issued with respect thereto in the name of Buyer on terms and conditions no less favorable than those presently held by the Companies, and such consents or new agreements, as the case may be, shall be valid and enforceable on the Closing Date. Without limiting the generality of the foregoing, all consents and approvals by governmental agencies that are required for the consummation of the transactions contemplated hereby or other agreements contemplated hereby will have been obtained, and the waiting period under the Xxxx-Xxxxx-Xxxxxx Anti-Trust Improvements Act of 1976, as amended, (the "HSR Act") shall have been ------- terminatedMerger.

Consents and Approvals. Seller shall have executed Except for (a) the filing of applications, filings and delivered ---------------------- to Buyer on the Closing Date a certificatenotices, dated that dateas applicable, in form and substance reasonably satisfactory to Buyer to the effect that each of the conditions set forth in Sections 7.1(a) and with NASDAQ, (b) hereof have been satisfied the filing of applications, filings and notices, as applicable, with the Federal Reserve Board and approval of such applications, filings and notices, (c) the filing of applications, filings and notices, as applicable, with the Office of the Comptroller of the Currency (the “OCC”), and approval of such applications, filings and notices, (d) the filing of applications, filings and notices, as applicable, with the Department of Banking and Insurance of the State of New Jersey and where appropriate, with the Commissioner of the Department of Banking and Insurance of the State of New Jersey (collectively, the “NJ Department”) in full. The trustee connection with the Bank Merger, and approval of Seller shall such applications, filings and notices, (e) the filing with the Securities and Exchange Commission (the “SEC”) of (i) any filings that are necessary under applicable requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including the filing of a joint proxy statement in definitive form relating to the meetings of the Company’s and Parent’s shareholders to be duly authorized to execute, deliver and carry out held in connection with this Agreement and all of the transactions contemplated hereby, and shall have delivered to Buyer on the Closing Date certified copies of the documents containing such authorizations. All documents, Third-Party Consents and any other consents, approvals or other items required to be delivered hereunder to Buyer at or prior to Closing, or necessary for the consummation of the transactions, shall have been granted or obtained and delivered or shall be tendered at the Closing or new agreements shall have been issued with respect thereto in the name of Buyer on terms and conditions no less favorable than those presently held by the Companies, and such consents or new agreements, as the case may be, shall be valid and enforceable on the Closing Date. Without limiting the generality of the foregoing, all consents and approvals by governmental agencies that are required for the consummation of the transactions contemplated hereby (including any amendments or supplements thereto, the “Joint Proxy Statement”), and (ii) the registration statement on Form S-4 in which the Joint Proxy Statement will be included as a prospectus, to be filed with the SEC by Parent in connection with the transactions contemplated by this Agreement (the “S-4”) and declaration of effectiveness of the S-4, (f) the filing of the Articles of Merger with the SDAT pursuant to the MGCL, (g) the filing of the Second-Step Merger Certificates with the Delaware Secretary and the SDAT in accordance with the DGCL and the MGCL, respectively, (i) the filing of the Bank Merger Certificate and (h) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of shares of Parent Common Stock pursuant to this Agreement and the approval of the listing of such Parent Common Stock on the NASDAQ, no consents or approvals of or filings or registrations with any court, administrative agency or commission or other agreements governmental authority or instrumentality or SRO (each a “Governmental Entity”) are necessary in connection with (A) the execution and delivery by the Company of this Agreement or (B) the consummation by the Company of the Integrated Mergers and the other transactions contemplated hereby will have been obtained, and (including the waiting period under the Xxxx-Xxxxx-Xxxxxx Anti-Trust Improvements Act of 1976, as amended, (the "HSR Act") shall have been ------- terminatedBank Merger).

Consents and Approvals. Seller shall have executed Except for (a) the filing of applications or notices, as applicable, with the Board of Governors of the Federal Reserve System (the "Federal Reserve Board") under the Bank Holding Company Act of 1956, as amended (the "BHC Act") and delivered ---------------------- to Buyer on approval of such applications or notices, (b) the Closing Date filing of an application with the FDIC under the Bank Merger Act and approval of such application, (c) the filing of applications or notices, as applicable, with the Office of Thrift Supervision (the "OTS") and the approval of such applications or notices, (d) the filing of applications or notices, as applicable, with the Commissioner of Financial Regulation of the State of Maryland (the "Commissioner") and approval of such applications or notices, (e) the filing with the SEC of a certificate, dated that date, joint proxy statement in definitive form and substance reasonably satisfactory to Buyer relating to the effect that each meetings of the conditions Company's stockholders and Buyer's stockholders to be held in connection with this Agreement and the transactions contemplated hereby (the "Proxy Statement"), (f) the approval of this Agreement by the requisite vote of the stockholders of the Company, (g) the filing of the Articles of Merger with the Department pursuant to the MGCL, (h) the filings required by the Bank Merger Agreement, (i) the approval of the Bank Merger Agreement by the Company as the sole stockholder of the Bank, and (j) such filings, authorizations or approvals as may be set forth in Sections 7.1(a) and (b) hereof have been satisfied in full. The trustee of Seller shall be duly authorized to execute, deliver and carry out this Agreement and all Section 3.4 of the Company Disclosure Schedule, no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental authority or instrumentality or self-regulatory organization, as defined in Section 3(a)(26) of the Exchange Act (each a "Governmental Entity"), or with any third party are necessary on behalf of the Company in connection with (1) the execution and delivery by the Company of this Agreement, (2) the consummation by the Company of the Merger and the other transactions contemplated hereby, (3) the execution and shall have delivered to Buyer on delivery by the Closing Date certified copies Bank of the documents containing such authorizations. All documentsBank Merger Agreement, Third-Party Consents and any other consents, approvals or other items required to be delivered hereunder to Buyer at or prior to Closing, or necessary for (4) the consummation by the Bank of the transactions, shall have been granted or obtained and delivered or shall be tendered at the Closing or new agreements shall have been issued with respect thereto in the name of Buyer on terms and conditions no less favorable than those presently held by the Companies, and such consents or new agreements, as the case may be, shall be valid and enforceable on the Closing Date. Without limiting the generality of the foregoing, all consents and approvals by governmental agencies that are required for the consummation of the transactions contemplated hereby or other agreements contemplated hereby will have been obtained, and the waiting period under the Xxxx-Xxxxx-Xxxxxx Anti-Trust Improvements Act of 1976, as amended, (the "HSR Act") shall have been ------- terminatedSubsidiary Merger.

Consents and Approvals. Seller shall have executed and delivered ---------------------- No notices, applications or other filings are required to Buyer on be made by it or any of its Subsidiaries with, nor are any consents, approvals, registrations, permits, expirations of waiting periods or other authorizations required to be obtained by it or any of its Subsidiaries from, any Governmental Authority or third party in connection with the Closing Date a certificateexecution, dated that date, in form and substance reasonably satisfactory to Buyer to the effect that each delivery or performance by it of the conditions set forth in Sections 7.1(a) and (b) hereof have been satisfied in full. The trustee of Seller shall be duly authorized to execute, deliver and carry out this Agreement and all or the consummation of the transactions contemplated hereby, except for (1) filings of applications and shall have delivered notices with, receipt of approvals or no objections from, and the expiration of related waiting periods, required by federal and state banking authorities, including applications and notices to Buyer on the Closing Date certified copies Federal Reserve Board under the BHC Act, to the Office of Thrift Supervision under HOLA, and applications and notices to the New York State Banking Department or Banking Board under the NYBL, (2) filings of applications and notices with, and receipt of approvals or nonobjections from, the SEC, state securities authorities and the NASD, (3) filing of the documents containing such authorizationsRegistration Statement and Proxy Statement with the SEC, and declaration by the SEC of the effectiveness of the Registration Statement under the Securities Act, (4) receipt of the shareholder approval described in Section 5.3(e), (5) the filing of the Certificate of Merger with the Secretary of State of Delaware and (6) the filing with NYSE to obtain the listing authorizations contemplated by this Agreement. All documentsAs of the date hereof, Third-Party Consents and it is not aware of any other reason why all necessary consents, approvals or approvals, permits and other items required authorizations will not be received in order to be delivered hereunder to Buyer at or prior to Closing, or necessary for the permit consummation of the transactions, shall have been granted or obtained Merger and delivered or shall be tendered at the Closing or new agreements shall have been issued with respect thereto in the name of Buyer on terms and conditions no less favorable than those presently held by the Companies, and such consents or new agreements, as the case may be, shall be valid and enforceable on the Closing Date. Without limiting the generality of the foregoing, all consents and approvals by governmental agencies that are required for the consummation of the other transactions contemplated hereby or other agreements contemplated hereby will have been obtained, and the waiting period under the Xxxx-Xxxxx-Xxxxxx Anti-Trust Improvements Act of 1976, as amended, (the "HSR Act") shall have been ------- terminatedhereby.

Consents and Approvals. Seller shall have executed Except for (a) the filing of applications and delivered ---------------------- notices, as applicable, with the Board of Governors of the Federal Reserve System (“FRB”) and approval of such applications and notices, (b) the filing of applications and notices, as applicable, with the FDIC and approval of such applications and notices, (c) the filing of applications and notices, as applicable, with the New Jersey Department and approval of such applications and notices, (d) the filing with the Securities and Exchange Commission (the “SEC”) of a joint proxy statement in definitive form relating to Buyer the meetings of the Company’s shareholders and Parent’s shareholders to be held in connection with this Agreement and the transactions contemplated hereby (the “Proxy Statement”) and the filing and declaration of effectiveness of the registration statement on Form S-4 (the “S-4”) in which the Proxy Statement will be included as a joint proxy statement and prospectus, (e) the approval of this Agreement and the Merger by the requisite vote of the shareholders of the Company, (f) the filing of the Certificate of Merger with the Department of the Treasury of the State of New Jersey pursuant to the BCA, (g) approval of the listing of the Parent Common Stock to be issued in the Merger on the Closing Date a certificateNASDAQ Global Select Market, dated that date(h) such filings as shall be required to be made with any applicable state securities bureaus or commissions, in form (i) such consents, authorizations or approvals as shall be required under the Environmental Laws and substance reasonably satisfactory to Buyer to the effect that each of the conditions (j) such other filings, authorizations or approvals as may be set forth in Sections 7.1(a) and (b) hereof have been satisfied in full. The trustee of Seller shall be duly authorized to execute, deliver and carry out this Agreement and all Section 3.4 of the Company Disclosure Schedule, no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental authority or instrumentality (each a “Governmental Entity”) or with any third party are necessary on behalf of the Company or the Company’s Bank in connection with (1) the execution and delivery by the Company of this Agreement, (2) the consummation by the Company of the Merger and the other transactions contemplated hereby, (3) the execution and shall have delivered to Buyer on delivery by the Closing Date certified copies Company’s Bank of the documents containing such authorizations. All documents, Third-Party Consents Bank Merger Agreement and any other consents, approvals or other items required to be delivered hereunder to Buyer at or prior to Closing, or necessary for (4) the consummation by the Company’s Bank of the transactions, shall have been granted or obtained Bank Merger and delivered or shall be tendered at the Closing or new agreements shall have been issued with respect thereto in the name of Buyer on terms and conditions no less favorable than those presently held by the Companies, and such consents or new agreements, as the case may be, shall be valid and enforceable on the Closing Date. Without limiting the generality of the foregoing, all consents and approvals by governmental agencies that are required for the consummation of the other transactions contemplated hereby or other agreements contemplated hereby will have been obtained, and the waiting period under the Xxxx-Xxxxx-Xxxxxx Anti-Trust Improvements Act of 1976, as amended, (the "HSR Act") shall have been ------- terminatedthereby.

Consents and Approvals. Seller shall have executed Except for (i) the filing of applications, filings and delivered ---------------------- to Buyer notices, as applicable, with the NASDAQ, (ii) the filing of applications, filings and notices, as applicable, with the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) under the BHC Act and approval of such applications, filings and notices, (iii) the filing of any required applications, filings or notices with the Bureau of Financial Institutions of the Virginia State Corporation Commission (the “Bureau of Financial Institutions”) and any state banking authorities listed on Section 3.4 of the Closing Date Xenith Disclosure Schedule or Section 4.4 of the HRB Disclosure Schedule and approval of such applications, filings and notices, (iv) the filing with the Securities and Exchange Commission (the “SEC”) of a certificate, dated that date, joint proxy statement in definitive form and substance reasonably satisfactory to Buyer relating to the effect that each meetings of the conditions set forth Xenith’s and HRB’s shareholders to be held in Sections 7.1(a) and (b) hereof have been satisfied in full. The trustee of Seller shall be duly authorized to execute, deliver and carry out connection with this Agreement and all of the transactions contemplated hereby, and shall have delivered to Buyer on the Closing Date certified copies of the documents containing such authorizations. All documents, Third-Party Consents and any other consents, approvals or other items required to be delivered hereunder to Buyer at or prior to Closing, or necessary for the consummation of the transactions, shall have been granted or obtained and delivered or shall be tendered at the Closing or new agreements shall have been issued with respect thereto in the name of Buyer on terms and conditions no less favorable than those presently held by the Companies, and such consents or new agreements, as the case may be, shall be valid and enforceable on the Closing Date. Without limiting the generality of the foregoing, all consents and approvals by governmental agencies that are required for the consummation of the transactions contemplated hereby (including any amendments or supplements thereto, the “Joint Proxy Statement”), and of the registration statement on Form S-4 in which the Joint Proxy Statement will be included as a prospectus, to be filed with the SEC by HRB in connection with the transactions contemplated by this Agreement (the “S-4”) and declaration of effectiveness of the S-4, (v) the filing of the Articles of Merger with the VSCC pursuant to the VSCA and the filing of the Bank Merger Certificates, and (vi) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of HRB Common Stock pursuant to this Agreement and the approval of the listing of such HRB Common Stock on the NASDAQ, no consents or approvals of or filings or registrations with any court, administrative agency or commission or other agreements governmental authority or instrumentality or SRO (each, a “Governmental Entity”) are necessary in connection with (A) the execution and delivery by Xenith of this Agreement or (B) the consummation by Xenith of the Merger and the other transactions contemplated hereby will have been obtained(including the Bank Merger, the HRB Bank Payment and the waiting period under Xenith Bank Payment)). As of the Xxxx-Xxxxx-Xxxxxx Anti-Trust Improvements Act date hereof, Xenith is not aware of 1976, as amended, (any reason why the "HSR Act") shall have been ------- terminatednecessary regulatory approvals and consents will not be received by Xenith to permit consummation of the Merger and Bank Merger on a timely basis.

Consents and Approvals. Seller shall have executed and delivered ---------------------- Except for (i) any notices required to Buyer on be filed under the Closing Date HSR Act, (ii) the filing with the European Commission of a certificatemerger notification in accordance with the ECMR, dated that date, in form and substance reasonably satisfactory to Buyer to (iii) the effect that each applicable requirements of the conditions set forth in Sections 7.1(a) and (b) hereof have been satisfied in full. The trustee competent authority of Seller shall be duly authorized any member state of the European Economic Area to execute, deliver and carry out this Agreement and all which any of the transactions contemplated herebyby this Agreement is referred pursuant to Article 9 of the ECMR, (iv) the applicable requirements of Antitrust Laws of jurisdictions other than the United States and the European Union or of investment laws relating to foreign ownership, (v) the approval of the listing of the Seagate Common Stock to be issued in the Merger on the NYSE, (vi) the filing with the SEC of the Joint Proxy Statement/Prospectus and the filing and declaration of effectiveness of the S-4, and shall have delivered to Buyer on any related filings or approvals under applicable state securities laws and “blue sky” laws, (vii) the Closing Date certified copies filing of the documents containing such authorizations. All documentsCertificate of Merger with the Delaware Secretary pursuant to the DGCL, Third-Party Consents and any other consents, approvals or other items required to be delivered hereunder to Buyer at or prior to Closing, or necessary for (viii) the consummation approval of the transactions, shall have been granted or obtained and delivered or shall be tendered at the Closing or new agreements shall have been issued with respect thereto in the name of Buyer on terms and conditions no less favorable than those presently held Seagate Share Issuance by the Companiesa majority of the shares of Seagate Common Stock represented and voting at a meeting of the stockholders of Seagate called for such purpose, (ix) the adoption of the agreement of merger (within the meaning of Section 251 of the DGCL) contained in this Agreement by Seagate as the sole stockholder of Merger Sub, and such consents or new agreements, as (x) the case may be, shall be valid and enforceable on the Closing Date. Without limiting the generality of the foregoing, all consents and approvals of third parties which are not Governmental Entities, the failure of which to be obtained would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Seagate, no consents or approvals of, or filings or registrations with, any Governmental Entity or any third party are necessary in connection with (A) the execution and delivery by governmental agencies that are required for Seagate of this Agreement and (B) the consummation by Seagate of the Merger and the other transactions contemplated hereby or other agreements contemplated hereby will have been obtained, and the waiting period under the Xxxx-Xxxxx-Xxxxxx Anti-Trust Improvements Act of 1976, as amended, (the "HSR Act") shall have been ------- terminatedhereby.

Consents and Approvals. Seller shall have executed Except for (i) the filing of applications, filings and delivered ---------------------- to Buyer on notices, as applicable, with the Closing Date Federal Reserve under the BHC Act and approval of such applications, filings and 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 “Maryland Office”) and the Virginia Bureau of Financial Institutions (“Virginia Bureau”) in connection with the Bank Merger and approval of such applications, filings and notices, (iv) the filing with the Securities and Exchange Commission (the “SEC”) of a certificate, dated that date, proxy statement in definitive form and substance reasonably satisfactory to Buyer relating to the effect that each meetings of the conditions set forth Company’s and Parent’s stockholders to be held in Sections 7.1(a) and (b) hereof have been satisfied in full. The trustee of Seller shall be duly authorized to execute, deliver and carry out connection with this Agreement and all of the transactions contemplated hereby, and shall have delivered to Buyer on the Closing Date certified copies of the documents containing such authorizations. All documents, Third-Party Consents and any other consents, approvals or other items required to be delivered hereunder to Buyer at or prior to Closing, or necessary for the consummation of the transactions, shall have been granted or obtained and delivered or shall be tendered at the Closing or new agreements shall have been issued with respect thereto in the name of Buyer on terms and conditions no less favorable than those presently held by the Companies, and such consents or new agreements, as the case may be, shall be valid and enforceable on the Closing Date. Without limiting the generality of the foregoing, all consents and approvals by governmental agencies that are required for the consummation of the transactions contemplated hereby (including any amendments or supplements thereto, the “Joint Proxy Statement”), and of the registration statement on Form S-4 in which the 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, (v) other filings and reports as required pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (vi) the filing of Articles of Merger with the Virginia State Corporation Commission pursuant to the VSCA, (vii) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of Parent Common Stock pursuant to this Agreement and (viii) the filing with the Nasdaq Stock Market of a notification of the listing of the shares of Parent Common Stock to be issued in the First-Step Merger, no consents or approvals of, or filings or registrations with, any governmental or regulatory authority, agency, court, commission, or other agreements contemplated hereby will have been obtained, administrative entity (“Governmental Entity”) or any third party are required to be made or obtained in connection with the execution and delivery by the Company of this Agreement or the consummation by the Company of the First-Step Merger and the waiting period under other transactions contemplated by this Agreement, including the Xxxx-Xxxxx-Xxxxxx Anti-Trust Improvements Act Bank Merger. As of 1976the date hereof, as amended, (the "HSR Act") shall have been ------- terminatedCompany 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 requirement described in Section 7.1(c).

Consents and Approvals. Seller shall have executed Except for (a) the filing of applications and delivered ---------------------- to Buyer on notices, as applicable, with the Closing Date a certificate, dated that date, in form and substance reasonably satisfactory to Buyer to the effect that each Board of Governors of the conditions set forth in Sections 7.1(aFederal Reserve System (“FRB”) and the Department of Banking and Insurance of the State of New Jersey and approval of such applications and notices, (b) hereof have been satisfied the filing with the Securities and Exchange Commission (the “SEC”) of a proxy statement in full. The trustee definitive form relating to the meeting of Seller shall the Company’s shareholders to be duly authorized to execute, deliver and carry out held in connection with this Agreement and all of the transactions contemplated hereby, and shall have delivered to Buyer on the Closing Date certified copies of the documents containing such authorizations. All documents, Third-Party Consents and any other consents, approvals or other items required to be delivered hereunder to Buyer at or prior to Closing, or necessary for the consummation of the transactions, shall have been granted or obtained and delivered or shall be tendered at the Closing or new agreements shall have been issued with respect thereto in the name of Buyer on terms and conditions no less favorable than those presently held by the Companies, and such consents or new agreements, as the case may be, shall be valid and enforceable on the Closing Date. Without limiting the generality of the foregoing, all consents and approvals by governmental agencies that are required for the consummation of the transactions contemplated hereby (the “Proxy Statement”) and the filing and declaration of effectiveness of the registration statement on Form S-4 (the “S-4”) in which the Proxy Statement will be included as a prospectus, (c) the approval of this Agreement and the Merger by the requisite vote of the shareholders of the Company, (d) the filing of the Certificate of Merger with the Department of the Treasury of the State of New Jersey pursuant to the BCA and of the Articles of Merger with the Department of State of the Commonwealth of Pennsylvania pursuant to the BCL, (e) approval of the listing of the Parent Common Stock to be issued in the Merger on NASDAQ, (f) such filings as shall be required to be made with any applicable state securities bureaus or commissions, (g) such consents, authorizations, approvals or exemptions under the Environmental Laws (as defined in Section 3.17) and notices and filings with the Internal Revenue Service (the “IRS”) or the Pension Benefit Guaranty Corporation (the “PBGC”) with respect to employee benefit plans as are described in Section 3.4 of the Company Disclosure Schedule and (h) such other filings, authorizations or approvals as may be set forth in Section 3.4 of the Company Disclosure Schedule, no consents or approvals of or filings or registrations with any court, administrative agency or commission or other agreements contemplated hereby will have been obtained, governmental authority or instrumentality (each a “Governmental Entity”) or with any third party are necessary in connection with (1) the execution and delivery by the Company of this Agreement and (2) the consummation by the Company of the Merger and the waiting period under the Xxxx-Xxxxx-Xxxxxx Anti-Trust Improvements Act of 1976, as amended, (the "HSR Act") shall have been ------- terminatedother transactions contemplated hereby.

Consents and Approvals. Seller shall have executed Except for (a) the filing of applications or notices, as applicable, with the Federal Reserve Board under the BHC Act and delivered ---------------------- approval of such applications or notices, (b) the filing of an application with the FDIC under the Bank Merger Act and approval of such application, (c) the filing of applications or notices, as applicable, with the OTS and approval of such applications or notices, (d) the filing of applications or notices, as applicable, with the Commissioner and approval of such applications and notices, (e) the filing with the SEC of the Proxy Statement and with the SEC of the S-4, (f) the approval of this Agreement by the requisite vote of the stockholders of Buyer, (g) the filing of an application with NASDAQ to list the Buyer Common Stock to be issued in the Merger on the Closing Date a certificateNASDAQ and the approval of such application, dated that date, in form and substance reasonably satisfactory to Buyer (h) the filing of the Articles of Merger with the Department pursuant to the effect that each MGCL, (i) such filings and approvals as are required to be made or obtained under the securities or "Blue Sky" laws of various states in connection with the issuance of the conditions shares of Buyer Common Stock pursuant to this Agreement, (j) the filings required by the Bank Merger Agreement, (k) the approval of the Bank Merger Agreement by Buyer as the sole stockholder of Buyer Bank, and (l) such filings, authorizations or approvals as may be set forth in Sections 7.1(a) and (b) hereof have been satisfied in full. The trustee of Seller shall be duly authorized to execute, deliver and carry out this Agreement and all Section 4.4 of the Buyer Disclosure Schedule, no consents or approvals of or filings or registrations with any Governmental Entity or with any third party are necessary on behalf of Buyer in connection with (1) the execution and delivery by Buyer of this Agreement, (2) the consummation by Buyer of the Merger and the other transactions contemplated hereby, (3) the execution and shall have delivered to delivery by Buyer on the Closing Date certified copies Bank of the documents containing such authorizations. All documentsBank Merger Agreement, Third-Party Consents and any other consents, approvals or other items required to be delivered hereunder to Buyer at or prior to Closing, or necessary for (4) the consummation by Buyer Bank of the transactions, shall have been granted or obtained and delivered or shall be tendered at the Closing or new agreements shall have been issued with respect thereto in the name of Buyer on terms and conditions no less favorable than those presently held by the Companies, and such consents or new agreements, as the case may be, shall be valid and enforceable on the Closing Date. Without limiting the generality of the foregoing, all consents and approvals by governmental agencies that are required for the consummation of the transactions contemplated hereby or other agreements contemplated hereby will have been obtained, and the waiting period under the Xxxx-Xxxxx-Xxxxxx Anti-Trust Improvements Act of 1976, as amended, (the "HSR Act") shall have been ------- terminatedSubsidiary Merger.

Consents and Approvals. Seller shall have executed and delivered ---------------------- to Buyer on Except for (a) the Closing Date filing of a certificatenotification under the HSR Act (as defined in Section 6.1(b)), dated that date, in form and substance reasonably satisfactory to Buyer to the effect that each of the conditions set forth in Sections 7.1(a) and (b) hereof have been satisfied the Parent Stockholder Approval, (c) the filing of the Certificate of Merger with the Delaware Secretary pursuant to the DGCL, (d) the filing with the SEC of (i) the Joint Proxy Statement/Prospectus and (ii) such reports under Sections 13(a), 13(d), 13(g) and 16(a) of the Exchange Act, as may be required in full. The trustee of Seller shall be duly authorized to execute, deliver and carry out connection with this Agreement and all of the transactions contemplated hereby, and shall have delivered to Buyer on the Closing Date certified copies of the documents containing such authorizations. All documents, Third-Party Consents and any other consents, approvals or other items required to be delivered hereunder to Buyer at or prior to Closing, or necessary for the consummation of the transactions, shall have been granted or obtained and delivered or shall be tendered at the Closing or new agreements shall have been issued with respect thereto in the name of Buyer on terms and conditions no less favorable than those presently held by the Companies, and such consents or new agreements, as the case may be, shall be valid and enforceable on the Closing Date. Without limiting the generality of the foregoing, all consents and approvals by governmental agencies that are required for the consummation of the transactions contemplated hereby and the obtaining from the SEC of such orders as may be required in connection therewith, (e) approval of the listing of the Parent Common Stock to be issued in the Merger on Nasdaq, (f) such filings and approvals as are required to be made or other agreements contemplated hereby will have been obtained under the securities or "Blue Sky" laws of various states in connection with the issuance of the shares of the Company Common Stock pursuant to this 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 (i) such consents, approvals, filings 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 Parent, no consents or approvals of, or filings or registrations with, any Governmental Entity or with any third party are 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 Parent and Merger Sub of the Merger and the waiting period under the Xxxx-Xxxxx-Xxxxxx Anti-Trust Improvements Act of 1976, as amended, (the "HSR Act") shall have been ------- terminatedother transactions contemplated hereby.

Consents and Approvals. Seller shall have executed Except for (a) the filing of applications and delivered ---------------------- to Buyer on notices, as applicable, with the Closing Date a certificateFDIC and Federal Reserve Board and approval of such applications and notices, dated that date, in form and substance reasonably satisfactory to Buyer to the effect that each of the conditions set forth in Sections 7.1(a) and (b) hereof have been satisfied the filing of applications and notices, as applicable, with the Commissioner of Banking of the State of New Jersey (the "Commissioner") and approval of such applications and notices, (c) the filing with the Securities and Exchange Commission (the "SEC") of a proxy statement in full. The trustee definitive form relating to the meeting of Seller shall the Company's shareholders (and, if determined by the Buyer to be duly authorized necessary, the meeting of the Buyer's shareholders) to execute, deliver and carry out be held in connection with this Agreement and all of the transactions contemplated hereby, and shall have delivered to Buyer on the Closing Date certified copies of the documents containing such authorizations. All documents, Third-Party Consents and any other consents, approvals or other items required to be delivered hereunder to Buyer at or prior to Closing, or necessary for the consummation of the transactions, shall have been granted or obtained and delivered or shall be tendered at the Closing or new agreements shall have been issued with respect thereto in the name of Buyer on terms and conditions no less favorable than those presently held by the Companies, and such consents or new agreements, as the case may be, shall be valid and enforceable on the Closing Date. Without limiting the generality of the foregoing, all consents and approvals by governmental agencies that are required for the consummation of the transactions contemplated hereby or other agreements contemplated hereby will have been obtained, and the waiting period under the Xxxx-Xxxxx-Xxxxxx Anti-Trust Improvements Act of 1976, as amended, (the "HSR ActProxy Statement") and the filing and declaration of effectiveness of the registration statement on Form S-4 (the "S-4") in which the Proxy Statement will be included as a prospectus, (d) the approval of this Agreement by the requisite vote of the shareholders of the Company, (e) the filing of the OCC Notice, (f) approval of the listing of the Buyer Common Stock to be issued in the Merger on the Nasdaq/NMS, (g) such filings as shall have been ------- terminatedbe required to be made with any applicable state securities bureaus or commissions, (h) such consents, authorizations, approvals or exemptions under the Environmental Laws (as defined in Section 3.17) and notices and filings with the Internal Revenue Service (the "IRS") or the Pension Benefit Guaranty Corporation (the "PBGC") with respect to employee benefit plans as are described in Section 3.4 of the Company Disclosure Schedule and (i) such other filings, authorizations or approvals as may be set forth in Section 3.4 of the Company Disclosure Schedule, no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental authority or instrumentality (each a "Governmental Entity") or with any third party are necessary in connection with (1) the execution and delivery by the Company of this Agreement or (2) the consummation by the Company of the Merger and the other transactions contemplated hereby.

Consents and Approvals. Seller (a) Each of the Company, Parent and Purchaser shall have executed use its reasonable best efforts to: (i) take, or cause to be taken, all appropriate action, and delivered ---------------------- do, or cause to Buyer on be done, all things necessary, proper or advisable under any applicable Law or otherwise to cause the Closing Date a certificatefulfillment of all conditions to the Transactions and to consummate and make effective the Transactions as promptly as practicable; (ii) obtain from any Governmental Entities any consents, dated that datelicenses, permits, waivers, clearances, approvals, waiting period terminations, authorizations or orders required to be obtained or made by Parent, Purchaser or the Company or any of their respective Subsidiaries, in form connection with the authorization, execution and substance reasonably satisfactory to Buyer to the effect that each delivery of the conditions set forth in Sections 7.1(a) and (b) hereof have been satisfied in full. The trustee of Seller shall be duly authorized to execute, deliver and carry out this Agreement and all of the transactions contemplated hereby, and shall have delivered to Buyer on the Closing Date certified copies of the documents containing such authorizations. All documents, Third-Party Consents and any other consents, approvals or other items required to be delivered hereunder to Buyer at or prior to Closing, or necessary for the consummation of the transactionsTransactions; (iii) make or cause to be made the applications or filings required to be made by Parent, shall have been granted Purchaser or obtained and delivered the Company or shall be tendered at the Closing any of their respective Subsidiaries under or new agreements shall have been issued with respect thereto to the HSR Act or any other applicable Laws in connection with the name authorization, execution and delivery of Buyer on terms this Agreement and conditions no less favorable than those presently held by the Companies, and such consents or new agreements, as the case may be, shall be valid and enforceable on the Closing Date. Without limiting the generality of the foregoing, all consents and approvals by governmental agencies that are required for the consummation of the transactions contemplated hereby Transactions, and pay any fees due in connection with such applications or filings (it being understood that the Company and Parent shall each pay one-half of such fees), as promptly as is reasonably practicable, and in any event within five Business Days, with respect to applications or filings under the HSR Act, and within 10 Business Days, with respect to applications or filings under any other competition Laws, after the date hereof or sooner if required by Law; (iv) comply at the earliest practicable date with any request under or with respect to the HSR Act and any such other applicable Laws for additional information, documents or other agreements contemplated hereby will have been obtainedmaterials received by Parent or the Company or any of their respective Subsidiaries from the Federal Trade Commission or the Department of Justice or any other Governmental Entity in connection with such applications or filings or the Transactions; and (v) reasonably coordinate and cooperate with each other party in the making of any applications or filings (including furnishing any information the other party may require in order to make any such application or filing), and or obtaining any approvals, required in connection with the waiting period Transactions under the Xxxx-Xxxxx-Xxxxxx Anti-Trust Improvements HSR Act or any other competition Laws. Notwithstanding anything to the contrary, neither Parent nor Purchaser (nor any of 1976, as amended, (the "HSR Act"their respective Affiliates) shall have been ------- terminatedany obligation to (A) propose, negotiate, commit to or effect, by consent decree, hold separate order or otherwise, the sale, divestiture, holding separate, license or other disposition of any assets or businesses (including any assets or business of the Company or any of its Subsidiaries); or (B) otherwise take or commit to take any actions that would limit the freedom of Parent or its Subsidiaries’ (including the Surviving Corporation’s) or affiliates’ freedom of action with respect to, or its ability to retain, one or more of its or its Subsidiaries’ (including the Surviving Corporation’s) businesses, product lines or assets. Neither the Company nor any of its Subsidiaries shall become subject to, or consent or agree to or otherwise take any action with respect to, any requirement, condition, understanding, agreement or order of a Governmental Entity to sell, to hold separate or otherwise dispose of, or to conduct, restrict, operate, invest or otherwise change the assets or business of the Company or any of its affiliates, unless such requirement, condition, understanding, agreement or order is binding on the Company only in the event that the Closing occurs. Each of the Company and Parent shall promptly inform the other of any material communication with, and proposed understanding, undertaking or agreement with, any Governmental Entity regarding any such application or filing. If a party hereto intends to participate in any meeting or conference call with any Governmental Entity in respect to any such filings, investigations or other inquiry, then such party shall give the other party reasonable prior notice of such meeting or conference call and invite Representatives of the other party to participate in the meeting or conference call with the Governmental Entity unless prohibited by such Governmental Entity.

Consents and Approvals. Seller shall have executed Except for (a) the filing of a notification under the HSR Act (as defined in Section 6.1(b)), (b) the Company Stockholder Approval, (c) the filing with the Securities and delivered ---------------------- to Buyer on Exchange Commission (the Closing Date a certificate, dated that date, "SEC") of (i) the Joint Proxy Statement/Prospectus (as defined in form and substance reasonably satisfactory to Buyer to the effect that each of the conditions set forth in Sections 7.1(aSection 6.1(a) hereof) and (bii) hereof have been satisfied such reports under Sections 13(a), 13(d), 13(g) and 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as may be required in full. The trustee of Seller shall be duly authorized to execute, deliver and carry out connection with this Agreement and all of the transactions contemplated hereby, and shall have delivered to Buyer on the Closing Date certified copies of the documents containing such authorizations. All documents, Third-Party Consents and any other consents, approvals or other items required to be delivered hereunder to Buyer at or prior to Closing, or necessary for the consummation of the transactions, shall have been granted or obtained and delivered or shall be tendered at the Closing or new agreements shall have been issued with respect thereto in the name of Buyer on terms and conditions no less favorable than those presently held by the Companies, and such consents or new agreements, as the case may be, shall be valid and enforceable on the Closing Date. Without limiting the generality of the foregoing, all consents and approvals by governmental agencies that are required for the consummation of the transactions contemplated hereby and the obtaining from the SEC of 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 Certificate of Merger with the Delaware Secretary under the DGCL, and (g) such consents, approvals, filings 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 of, or filings or registrations with, any court, agency or commission or other agreements contemplated hereby will have been obtained, governmental authority or instrumentality (each a "Governmental Entity") or with any third party are required to be made or obtained by the Company or any of its Subsidiaries in connection with the execution and delivery by the Company of this Agreement or the consummation by the Company of the Merger and the waiting period under the Xxxx-Xxxxx-Xxxxxx Anti-Trust Improvements Act of 1976, as amended, (the "HSR Act") shall have been ------- terminatedother transactions contemplated hereby.

Consents and Approvals. Seller shall have executed Except for (i) filings of applications and delivered ---------------------- notices with, and receipt of consents, authorizations, approvals, exemptions or non-objections from, the Securities and Exchange Commission (the “SEC”), New York Stock Exchange (the “NYSE”), state securities authorities, the Financial Industry Regulatory Authority, applicable securities, commodities and futures exchanges, and other industry self-regulatory organizations (each, an “SRO”), (ii) the filing of any other required applications, filings or notices with the Board of Governors of the Federal Reserve System (the “Federal Reserve”), the Texas Department of Banking, any foreign, federal or state banking, other regulatory, self-regulatory or enforcement authorities or any courts, administrative agencies or commissions or other governmental authorities or instrumentalities (each a “Governmental Entity”) and approval of or non-objection to Buyer on such applications, filings and notices (taken together with the Closing Date items listed in clause (i), the “Regulatory Approvals”), (iii) the filing with the SEC of a certificate, dated that date, proxy statement in definitive form and substance reasonably satisfactory to Buyer relating to the effect that each meeting of the conditions set forth Company’s shareholders to be held in Sections 7.1(a) and (b) hereof have been satisfied in full. The trustee of Seller shall be duly authorized to execute, deliver and carry out connection with this Agreement and all of the transactions contemplated herebyby this Agreement (the “Company Proxy Statement”), and which shall have delivered also serve as the proxy statement relating to Buyer on the Closing Date certified copies meeting of the documents containing such authorizations. All documents, Third-Party Consents and any other consents, approvals or other items required Purchaser’s shareholders to be delivered hereunder to Buyer at or prior to Closing, or necessary for the consummation of the transactions, shall have been granted or obtained held in connection with this Agreement and delivered or shall be tendered at the Closing or new agreements shall have been issued with respect thereto in the name of Buyer on terms and conditions no less favorable than those presently held by the Companies, and such consents or new agreements, as the case may be, shall be valid and enforceable on the Closing Date. Without limiting the generality of the foregoing, all consents and approvals by governmental agencies that are required for the consummation of the transactions contemplated hereby by this Agreement (the “Purchaser Proxy Statement” and together with the Company Proxy Statement the “Joint Proxy Statement”) and of a registration statement on Form S-4 (or such other agreements contemplated hereby applicable form) (the “Form S-4”) in which the Joint Proxy Statement will have been obtainedbe included as a prospectus, and declaration of effectiveness of the waiting period Form S-4 and the filing and effectiveness of the registration statement contemplated by Section 6.1(b), (iv) the filing of the Texas Certificate of Merger with the Texas Secretary and the Maryland Articles of Merger with the SDAT, (v) any notices or filings under the Xxxx-Xxxxx-Xxxxxx Anti-Trust Antitrust Improvements Act of 1976, as amended, amended (the "“HSR Act"”) shall have been ------- terminatedand (vi) such filings and approvals as are required to be made or obtained under the securities or “blue sky” laws of various states in connection with the issuance of the shares of Purchaser Common Stock pursuant to this Agreement and approval of listing of such Purchaser Common Stock on the NYSE, no consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with the consummation by 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 Company of this Agreement.

Consents and Approvals. Seller shall have executed Except for (a) the filing of applications, filings and delivered ---------------------- to Buyer on notices, as applicable, with the Closing Date a certificateNew York Stock Exchange, dated that date, in form and substance reasonably satisfactory to Buyer to the effect that each of the conditions set forth in Sections 7.1(a) and (b) hereof have been satisfied the filing of applications, filings and notices, as applicable, with the Federal Reserve Board in full. The trustee connection with the Merger and the Bank Merger and approval of Seller shall such applications, filings and notices, (c) 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 Company Disclosure Schedule or Section 4.4 of the Parent Disclosure Schedule and approval of such applications, filings and notices, (e) the filing with the Securities and Exchange Commission (the “SEC”) of a joint proxy statement in definitive form relating to the meetings of the Company’s stockholders and Parent’s shareholders to be duly authorized to execute, deliver and carry out held in connection with this Agreement and all of the transactions contemplated hereby, and shall have delivered to Buyer on the Closing Date certified copies of the documents containing such authorizations. All documents, Third-Party Consents and any other consents, approvals or other items required to be delivered hereunder to Buyer at or prior to Closing, or necessary for the consummation of the transactions, shall have been granted or obtained and delivered or shall be tendered at the Closing or new agreements shall have been issued with respect thereto in the name of Buyer on terms and conditions no less favorable than those presently held by the Companies, and such consents or new agreements, as the case may be, shall be valid and enforceable on the Closing Date. Without limiting the generality of the foregoing, all consents and approvals by governmental agencies that are required for the consummation of the transactions contemplated hereby (including any amendments or other agreements supplements thereto, the “Joint Proxy Statement”), and of the registration statement on Form S-4 in which the Joint Proxy Statement will be included as a prospectus, to be filed with the SEC by Parent in connection with the transactions contemplated hereby will have been obtainedby this Agreement (the “S-4”) and declaration by the SEC of the effectiveness of the S-4, (f) the filing of the Certificate of Merger with the Delaware Secretary pursuant to the DGCL, and the waiting period filing of the Bank Merger Certificates, (g) such filings and approvals as are required to be made or obtained under the Xxxx-Xxxxx-Xxxxxx Anti-Trust Improvements Act securities or “Blue Sky” laws of 1976various states in connection with the issuance of the shares of Parent Common Stock pursuant to this Agreement and (h) the approval of the listing of such Parent Common Stock on the New York Stock Exchange, as amendedno 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”) are necessary in connection with (i) the "HSR Act"execution and delivery by the Company of this Agreement or (ii) shall have been ------- terminatedthe consummation by the Company of the Merger and the other transactions contemplated hereby (including the Bank Merger). As of the date hereof, the Company is not aware of any reason why the necessary regulatory approvals and consents will not be received in order to permit consummation of the Merger and the Bank Merger on a timely basis.

Consents and Approvals. Seller shall have executed and delivered ---------------------- to Buyer on No consent, approval, authorization, order, registration or qualification of or with any Governmental Entity having jurisdiction over the Closing Date a certificateDebtors or any of their Subsidiaries or any of their respective properties (each, dated that datean “Applicable Consent”) is required for the execution and/or delivery by the Debtors and, in form and substance reasonably satisfactory to Buyer to the effect that each extent relevant, their Subsidiaries, of this Agreement, the conditions set forth in Sections 7.1(a) Plan and (b) hereof have been satisfied in full. The trustee of Seller shall be duly authorized to executethe other Transaction Agreements, deliver and carry out this Agreement and all of the transactions contemplated hereby, and shall have delivered to Buyer on the Closing Date certified copies of the documents containing such authorizations. All documents, Third-Party Consents and any other consents, approvals or other items required to be delivered hereunder to Buyer at or prior to Closing, or necessary for the consummation of the transactions, shall have been granted or obtained and delivered or shall be tendered at the Closing or new agreements shall have been issued with respect thereto in the name of Buyer on terms and conditions no less favorable than those presently held compliance by the CompaniesDebtors and, to the extent relevant, their Subsidiaries with the provisions hereof and such consents or new agreements, as the case may be, shall be valid thereof and enforceable on the Closing Date. Without limiting the generality of the foregoing, all consents and approvals by governmental agencies that are required for the consummation of the transactions contemplated hereby herein and therein, except for (a) the entry of the Confirmation Order authorizing the Company and the other Debtors to perform each of their respective obligations under the Plan, (b) entry by the Brazilian Bankruptcy Court, the court in any Ancillary Proceeding or any other agreements contemplated hereby will have been court of competent jurisdiction, of orders as may be necessary from time to time, (c) such consents, approvals, authorizations, registrations or qualifications as may be required under U.S. federal or state securities or “Blue Sky” Laws in connection with the purchase of the Unsubscribed Securities by the Commitment Parties, the issuance of the Purchase Rights and the issuance of the New Money Securities pursuant to the exercise of the Purchase Rights, (d) any Applicable Consents that, if not made or obtained, would not reasonably be expected to have a material adverse effect and (e) the waiting period under the Xxxxnotices, filings and consents customarily obtained post-Xxxxx-Xxxxxx Anti-Trust Improvements Act of 1976, as amended, (the "HSR Act") shall have been ------- terminatedClosing.

Consents and Approvals. Seller shall have executed Except for (a) the filing of applications and delivered ---------------------- notices, as applicable, with the Board of Governors of the Federal Reserve System (“FRB”) and approval of such applications and notices, (b) the filing of applications and notices, as applicable, with the FDIC and approval of such applications and notices, (c) the filing of applications and notices, as applicable, with the New Jersey Department and approval of such applications and notices, (d) the filing with and declaration of effectiveness by the Securities and Exchange Commission (the “SEC”) of the registration statement on Form S-4 (the “S-4”) in which the proxy statement in definitive form relating to Buyer the meeting of the holders of the Company Common Stock to be held in connection with this Agreement and the transactions contemplated hereby (the “Proxy Statement”) will be included as a proxy statement and prospectus, (e) the approval of this Agreement and the Merger by the requisite vote of the holders of the Company Common Stock, (f) the filing of the Certificate of Merger with the Department of the Treasury of the State of New Jersey pursuant to the BCA, (g) approval of the listing of the Parent Common Stock to be issued in the Merger on the Closing Date a certificateNASDAQ Global Select Market, dated that date(h) such filings as shall be required to be made with any applicable state securities bureaus or commissions, in form (i) such consents, authorizations or approvals as shall be required under the Environmental Laws and substance reasonably satisfactory to Buyer to the effect that each of the conditions (j) such other filings, authorizations or approvals as may be set forth in Sections 7.1(a) and (b) hereof have been satisfied in full. The trustee of Seller shall be duly authorized to execute, deliver and carry out this Agreement and all Section 3.4 of the Company Disclosure Schedule, no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental authority or instrumentality (each a “Governmental Entity”) or with any third party are necessary on behalf of the Company or the Company’s Bank in connection with (1) the execution and delivery by the Company of this Agreement, (2) the consummation by the Company of the Merger and the other transactions contemplated hereby, (3) the execution and shall have delivered to Buyer on delivery by the Closing Date certified copies Company’s Bank of the documents containing such authorizations. All documents, Third-Party Consents Bank Merger Agreement and any other consents, approvals or other items required to be delivered hereunder to Buyer at or prior to Closing, or necessary for (4) the consummation by the Company’s Bank of the transactions, shall have been granted or obtained Bank Merger and delivered or shall be tendered at the Closing or new agreements shall have been issued with respect thereto in the name of Buyer on terms and conditions no less favorable than those presently held by the Companies, and such consents or new agreements, as the case may be, shall be valid and enforceable on the Closing Date. Without limiting the generality of the foregoing, all consents and approvals by governmental agencies that are required for the consummation of the other transactions contemplated hereby or other agreements contemplated hereby will have been obtained, and the waiting period under the Xxxx-Xxxxx-Xxxxxx Anti-Trust Improvements Act of 1976, as amended, (the "HSR Act") shall have been ------- terminatedthereby.

Consents and Approvals. Seller Except for (i) the filing of the requisite Supplemental Listing Application and any other required applications, filings and notices, as applicable, with the NYSE, and the approval of the listing of the shares of Voting Common Stock and shares of Voting Common Stock (A) issued hereunder and (B) to be issued upon the conversion of the Non-Voting Common Equivalent Stock (I) that shall have executed be issuable pursuant hereto and delivered ---------------------- to Buyer on (II) for which the Closing Date a certificateWarrant may be exercised, dated (ii) the filing with the SEC of any filings that dateare necessary under the applicable requirements of the Exchange Act, including the filing of the joint proxy statement/prospectus in definitive form and substance reasonably satisfactory to Buyer relating to the effect that each Company Stockholders Meeting, (iii) the filing of the conditions Articles Supplementary with the Maryland Department of State and (iv) 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 Company Share Issuance, no consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with (A) the execution and delivery by Purchaser of this Agreement or (B) the Company Share Issuance and the other transactions contemplated hereby. As of the date hereof, Purchaser has no knowledge of any reason why the necessary regulatory approvals and consents, or satisfaction of the condition set forth in Sections 7.1(a) and (b) hereof have been satisfied Section 1.2(b)(i)(3), will not be received or satisfied, as applicable, in full. The trustee of Seller shall be duly authorized order to execute, deliver and carry out this Agreement and all permit consummation of the Company Share Issuance and the other transactions contemplated hereby, and shall have delivered to Buyer on the Closing Date certified copies of the documents containing such authorizations. All documents, Third-Party Consents and any other consents, approvals or other items required to be delivered hereunder to Buyer at or prior to Closing, or necessary for the consummation of the transactions, shall have been granted or obtained and delivered or shall be tendered at the Closing or new agreements shall have been issued with respect thereto in the name of Buyer on terms and conditions no less favorable than those presently held by the Companies, and such consents or new agreements, as the case may be, shall be valid and enforceable on the Closing Date. Without limiting the generality of the foregoing, all consents and approvals by governmental agencies that are required for the consummation of the transactions contemplated hereby or other agreements contemplated hereby will have been obtained, and the waiting period under the Xxxx-Xxxxx-Xxxxxx Anti-Trust Improvements Act of 1976, as amended, (the "HSR Act") shall have been ------- terminated.

Consents and Approvals. Seller shall have executed and delivered ---------------------- to Buyer on the Closing Date a certificate, dated that date, in form and substance reasonably satisfactory to Buyer to the effect that each of the conditions set forth in Sections 7.1(aExcept for (a) and (b) hereof have been satisfied in full. The trustee of Seller shall be duly authorized to execute, deliver and carry out this Agreement and all of the transactions contemplated hereby, and shall have delivered to Buyer on the Closing Date certified copies of the documents containing such authorizations. All documents, Third-Party Consents and any other consents, approvals filings or other items clearances required to be delivered hereunder to Buyer at or prior to Closing, or necessary for the consummation of the transactions, shall have been granted or obtained and delivered or shall be tendered at the Closing or new agreements shall have been issued with respect thereto in the name of Buyer on terms and conditions no less favorable than those presently held by the Companies, and such consents or new agreements, as the case may be, shall be valid and enforceable on the Closing Date. Without limiting the generality of the foregoing, all consents and approvals by governmental agencies that are required for the consummation of the transactions contemplated hereby or other agreements contemplated hereby will have been obtained, and the waiting period under the Xxxx-Xxxxx-Xxxxxx Anti-Trust Antitrust Improvements Act of 1976, as amendedamended (the “HSR Act”), (b) the "HSR Act"Company Shareholder Approval, (c) shall have been ------- terminatedthe filing with the SEC of (i) a proxy statement/prospectus related to the transactions contemplated by this Agreement and the Company Shareholders Meeting (as may be amended or supplemented from time to time, the “Proxy Statement/Prospectus”), and (ii) such other reports or filings under the Exchange Act or the Securities Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement, (d) the filing of the Articles of Merger with the SCC pursuant to the VSCA, (e) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the requirements of the DGCL, (f) such filings as may be required under the rules and regulations of the NYSE, (g) the filings, clearances, consents, notices and approvals set forth in Section 3.5 of the Company Disclosure Letter (the consents referred to in clauses (a) through (g), the “Company Consents”), and (h) such additional filings, clearances, consents, notices and approvals, the failure of which to make or obtain would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, no filings, clearances, consents, notices or approvals of any Governmental Entity or any Third Party are necessary in connection with (A) the execution and delivery by the Company of this Agreement or (B) the consummation by the Company of the Merger and the other transactions contemplated by this Agreement.

Consents and Approvals. Seller shall have executed and delivered ---------------------- No consents or approvals of, waivers by, notices to, or filings or registrations with any Governmental Entity or Nasdaq are required to Buyer on be obtained, given, or made in connection with the Closing Date a certificateexecution, dated that datedelivery, in form and substance reasonably satisfactory to Buyer to or performance of this Agreement by Company or the effect that each execution, delivery, or performance of the conditions set forth in Sections 7.1(a) and (b) hereof have been satisfied in full. The trustee of Seller shall be duly authorized to executeBank Merger Agreement by Company Bank, deliver and carry out this Agreement and all or the consummation by Target of the transactions contemplated hereby, and shall have delivered to Buyer on the Closing Date certified copies of the documents containing such authorizations. All documents, Third-Party Consents and any other consents, approvals by this Agreement or other items required to be delivered hereunder to Buyer at or prior to Closing, or necessary for the consummation of the transactions, shall have been granted or obtained and delivered or shall be tendered at the Closing or new agreements shall have been issued with respect thereto in the name of Buyer on terms and conditions no less favorable than those presently held by the Companies, and such consents or new agreements, as the case may be, shall be valid and enforceable on the Closing Date. Without limiting the generality of the foregoing, all consents and approvals by governmental agencies that are required for the consummation Company Bank of the transactions contemplated hereby or other agreements contemplated hereby will have been obtainedby the Bank Merger Agreement, except (i) the Regulatory Approvals; (ii) the filing of the Georgia Articles of Merger with the Georgia Secretary of State, the filing of the Tennessee Articles of Merger with the Tennessee Secretary of State, and the waiting period filing of the Bank Merger Certificates; (iii) the filing with the SEC of the Proxy Statement/Prospectus and the Registration Statement (in which the Proxy Statement/Prospectus will be included as a prospectus), and declaration of effectiveness of the Registration Statement by the SEC; (iv) approval of the listing on Nasdaq of the shares of Company Common Stock to be issued pursuant to this Agreement; (v) applications, filings, and notices, as applicable, with, and approval of the same, as applicable, by, Government Entities that have authority over the mortgage operations of Target or its Subsidiaries (including Fxxxxx Mxx, Gxxxxx Mxx, and Fxxxxxx Mac); (vi) filings and approvals required to be made or obtained under the Xxxx-Xxxxx-Xxxxxx Anti-Trust Improvements Act securities or “blue sky” laws of 1976various states in connection with the issuance of shares of Company Common Stock pursuant to this Agreement; and (vii) such other consents, approvals, waivers, notices, filings, and registrations as amendedare required to be obtained, (given, or made under or pursuant to applicable federal or state securities Laws or the "HSR Act"rules of Nasdaq. As of the date of this Agreement, Company does not have Knowledge of any reason why any of the consents, approvals, or waivers referred to in this Section 5.2(f) shall have been ------- terminatedwill not be obtained or received in order that the Merger and the Bank Merger may be consummated in a timely manner.

Consents and Approvals. Seller shall have executed No consent, approval, authorization, Order, registration or qualification of or with any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries or any of their properties (each, an “Applicable Consent”) is required for the execution and delivered ---------------------- to Buyer on delivery by the Closing Date a certificateCompany and, dated that date, in form and substance reasonably satisfactory to Buyer to the effect that each extent relevant, its Subsidiaries of this Agreement, the conditions set forth in Sections 7.1(a) Plan and (b) hereof have been satisfied in full. The trustee of Seller shall be duly authorized to executethe other Transaction Agreements, deliver and carry out this Agreement and all of the transactions contemplated hereby, and shall have delivered to Buyer on the Closing Date certified copies of the documents containing such authorizations. All documents, Third-Party Consents and any other consents, approvals or other items required to be delivered hereunder to Buyer at or prior to Closing, or necessary for the consummation of the transactions, shall have been granted or obtained and delivered or shall be tendered at the Closing or new agreements shall have been issued with respect thereto in the name of Buyer on terms and conditions no less favorable than those presently held compliance by the CompaniesCompany and, to the extent relevant, its Subsidiaries with the provisions hereof and such consents or new agreements, as the case may be, shall be valid thereof and enforceable on the Closing Date. Without limiting the generality of the foregoing, all consents and approvals by governmental agencies that are required for the consummation of the transactions contemplated hereby herein and therein, except for (a) the entry of the Approval Order authorizing the Company to assume this Agreement and perform the BCA Approval Obligations, (b) the entry by the Bankruptcy Court, or any other agreements court of competent jurisdiction, of orders as may be necessary in the Chapter 11 Cases from time-to-time, (c) the entry of the Confirmation Order, (d) filings, notifications, authorizations, approvals, consents, clearances or termination or expiration of all applicable waiting periods under any Antitrust Laws in connection with the transactions contemplated hereby will have been by this Agreement, (e) such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or “Blue Sky” Laws in connection with the purchase of the Unsubscribed Shares by the Commitment Parties, the issuance of the Subscription Rights, the issuance of the Rights Offering Shares pursuant to the exercise of the Subscription Rights, the issuance of New Common Stock as payment of the Commitment Premium, and (f) any Applicable Consents that, if not made or obtained, would not reasonably be expected to be material to the Company and the waiting period under the Xxxx-Xxxxx-Xxxxxx Anti-Trust Improvements Act of 1976, its Subsidiaries taken as amended, (the "HSR Act") shall have been ------- terminateda whole.

Consents and Approvals. Seller shall have executed Except for (i) filings of applications and delivered ---------------------- to Buyer on notices with, receipt of approvals or no objections from, and the Closing Date expiration of related waiting periods required by, federal and state banking authorities, including filings and notices with the Federal Reserve, Tennessee Department of Financial Institutions and the OCC, (ii) the filing with the SEC of a certificate, dated that date, Joint Proxy Statement-Prospectus in definitive form and substance reasonably satisfactory to Buyer relating to the effect that each meetings of Purchaser’s stockholders and the conditions set forth Company’s stockholders to be held in Sections 7.1(a) and (b) hereof have been satisfied in full. The trustee of Seller shall be duly authorized to execute, deliver and carry out connection with this Agreement and all of the transactions contemplated hereby, and shall have delivered to Buyer on the Closing Date certified copies of the documents containing such authorizations. All documents, Third-Party Consents and any other consents, approvals or other items required to be delivered hereunder to Buyer at or prior to Closing, or necessary for the consummation of the transactions, shall have been granted or obtained and delivered or shall be tendered at the Closing or new agreements shall have been issued with respect thereto in the name of Buyer on terms and conditions no less favorable than those presently held by the Companies, and such consents or new agreements, as the case may be, shall be valid and enforceable on the Closing Date. Without limiting the generality of the foregoing, all consents and approvals by governmental agencies that are required for the consummation of the transactions contemplated hereby or other agreements contemplated hereby and of the Registration Statement in which such proxy statement will have been obtainedbe included as a prospectus, and declaration of effectiveness of the waiting period Registration Statement, (iii) the filing of the Articles of Merger with the Tennessee Secretary pursuant to the TBCA and the filing of the Bank Merger Certificates, (iv) filing with the NASDAQ of a notification or application of the listing of the shares of Purchaser Common Stock to be issued in the Merger, (v) such filings and approvals as are required to be made or obtained under the Xxxx-Xxxxx-Xxxxxx Anti-Trust Improvements Act securities or “Blue Sky” laws of 1976various states in connection with the issuance of shares of Purchaser Common Stock pursuant to this Agreement, as amendedand (vi) the approval by the Company’s stockholders required to approve the Merger under Tennessee law, (no consents or approvals of, or filings or registrations with, any Governmental Entity or any third party are required to be made or obtained by the "HSR Act"Company in connection with the execution and delivery by the Company of this Agreement or the consummation by the Company of the Merger and the other transactions contemplated by this Agreement, including the Bank Merger. 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) shall have been ------- terminatedshould not be obtained without the imposition of any material condition or restriction described in Section 6.2(e).

Consents and Approvals. Seller (a) On the terms and subject to the conditions of this Agreement, each party shall use its reasonable best efforts to cause the Closing to occur, including taking all reasonable actions necessary (i) to comply promptly with all legal requirements that may be imposed on it or any of its Affiliates with respect to the Closing and (ii) to obtain each Governmental Required Consent and each other Consent of or with a Governmental Authority which if not obtained or made would reasonably be expected to have executed a material adverse effect on the ability of the parties to consummate the transactions contemplated hereby. For purposes of this Section 6.3 and delivered ---------------------- subject to Buyer the last sentence of this Section 6.3(a), the “reasonable best efforts” of the parties shall include (1) opposing the entry of, or seeking to have vacated or terminated, any decree, order, or judgment that would restrain, prevent or delay the Closing, on or before the End Date, including, without limitation, defending through litigation on the merits any claim asserted in any court by any Person; and (2) seeking to avoid or eliminate each and every impediment under any antitrust, competition or trade regulation law that may be asserted by any Governmental Authority with respect to the transactions contemplated hereby so as to enable the Closing to occur as soon as reasonably possible (and in any event no later than the End Date), including, without limitation, (x) proposing, negotiating, committing to and effecting, by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition of such businesses, product lines or assets of the Purchaser and its Affiliates and the Assets to be acquired by the Purchaser pursuant to this Agreement and (y) otherwise taking or committing to take actions that after the Closing Date a certificatewould limit the Purchaser’s or its Affiliates’ freedom of action with respect to, dated that dateor its or their ability to retain, one or more of the businesses, product lines or assets of the Purchaser, the Seller and their respective Affiliates, in form and substance reasonably satisfactory each case as may be required in order to Buyer avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order, or other order in any suit or proceeding, which would otherwise have the effect of preventing or materially delaying the Closing; provided that each of the conditions set forth any such action contained in Sections 7.1(aclause (x) and (by) hereof have been satisfied in full. The trustee of Seller shall be duly authorized to execute, deliver and carry out this Agreement and all is conditioned upon the consummation of the transactions contemplated hereby, and provided further that the taking of such actions by the parties shall not have delivered to Buyer a material adverse effect on the Closing Date certified copies of benefits the documents containing such authorizations. All documents, Third-Party Consents and any other consents, approvals or other items required Purchaser reasonably expects to be delivered hereunder to Buyer at or prior to Closing, or necessary for the consummation of the transactions, shall have been granted or obtained and delivered or shall be tendered at the Closing or new agreements shall have been issued with respect thereto derive in the name of Buyer on terms and conditions no less favorable than those presently held by the Companies, and such consents or new agreements, as the case may be, shall be valid and enforceable on the Closing Date. Without limiting the generality of the foregoing, all consents and approvals by governmental agencies that are required for the consummation of aggregate from the transactions contemplated hereby or other agreements contemplated hereby will have been obtained, and the waiting period under the Xxxx-Xxxxx-Xxxxxx Anti-Trust Improvements Act of 1976, as amended, (the "HSR Act") shall have been ------- terminatedhereby.

Consents and Approvals. Seller Except for (i) the filing of applications and notices, as applicable, with NASDAQ and the NASDAQ Capital Market, (ii) the filing of any required applications, filings and notices, as applicable, with (1) the Federal Reserve Board under the BHC Act, (2) the FDIC under the Bank Merger Act, (3) the Oregon Director and (4) the WDFI, and approval of the foregoing applications, filings and notices, (iii) the filing with the SEC of the Joint Proxy Statement and the S-4 in which the Joint Proxy Statement will be included as a prospectus, and declaration of effectiveness of the S-4, (iv) the filing of the Articles of Merger (which shall have executed and delivered ---------------------- to Buyer on include the Closing Date a certificate, dated that date, in form and substance reasonably satisfactory to Buyer Articles Amendment) with the Washington Secretary pursuant to the effect that each WBCA and the Oregon Secretary pursuant to the OBCA and the filing of the conditions set forth Bank Merger Certificates, (v) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in Sections 7.1(a) and (b) hereof have been satisfied in full. The trustee connection with the issuance of Seller shall be duly authorized the shares of Umpqua Common Stock pursuant to execute, deliver and carry out this Agreement and all (vi) such filings as are required to be made under the Exchange Act, no material consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with (A) the execution and delivery by Umpqua of this Agreement or (B) the consummation by Umpqua of the Merger, the Bank Merger and the other transactions contemplated hereby, and shall have delivered to Buyer on the Closing Date certified copies . As of the documents containing such authorizations. All documentsdate of this Agreement, Third-Party Consents and Umpqua has no knowledge of any other consents, approvals or other items required to be delivered hereunder to Buyer at or prior to Closing, or necessary for the consummation reason why any of the transactions, shall have been Requisite Regulatory Approvals should not be granted or obtained and delivered or shall be tendered at the Closing or new agreements shall have been issued with respect thereto in the name of Buyer on terms and conditions no less favorable than those presently held by the Companies, and such consents or new agreements, as the case may be, shall be valid and enforceable on the Closing Date. Without limiting the generality of the foregoing, all consents and approvals by governmental agencies that are required for the consummation of the transactions contemplated hereby or other agreements contemplated hereby will have been obtained, and the waiting period under the Xxxx-Xxxxx-Xxxxxx Anti-Trust Improvements Act of 1976, as amended, (the "HSR Act") shall have been ------- terminateda timely basis.

Consents and Approvals. Seller shall have executed Except for (i) the filing of applications and delivered ---------------------- to Buyer on notices, as applicable, with the Closing Date Board of Governors of the Federal Reserve System (the "FEDERAL RESERVE BOARD") under the BHC Act and approval of such applications and notices, (ii) the filing of any required applications, filings or notices with any state banking or insurance authorities and approval of such applications, filings and notices (the "OTHER REGULATORY APPROVALS"), (iii) the filing with the Securities and Exchange Commission (the "SEC") of a certificate, dated that date, Joint Proxy Statement in definitive form and substance reasonably satisfactory to Buyer relating to the effect that each meetings of the conditions set forth Republic's and Citizens's respective shareholders to be held in Sections 7.1(a) and (b) hereof have been satisfied in full. The trustee of Seller shall be duly authorized to execute, deliver and carry out connection with this Agreement and all of the transactions contemplated herebyby this Agreement (the "JOINT PROXY STATEMENT") and of a registration statement on Form S-4 (the "FORM S-4") in which the Joint Proxy Statement will be included as a prospectus, and shall have delivered to Buyer on the Closing Date certified copies declaration of effectiveness of the documents containing such authorizations. All documentsForm S-4 and the filing and effectiveness of the registration statement contemplated by Section 1.6(e), Third-Party Consents and (iv) the filing of the Certificate of Merger with the Administrator pursuant to the MBCA, (v) any other consents, authorizations, approvals, filings or exemptions required under consumer finance, mortgage banking and other similar laws, and (vi) such filings and approvals or other items as are required to be delivered hereunder made or obtained under the securities or "Blue Sky" laws of various states in connection with the issuance of the shares of Citizens Common Stock pursuant to Buyer at this Agreement and approval of quotation of such Citizens Common Stock on the Nasdaq, no consents or prior to Closingapprovals of or filings or registrations with any court, administrative agency or commission or other governmental authority or instrumentality (each a "GOVERNMENTAL ENTITY") are necessary for in connection with the consummation by Republic of the transactions, shall have been granted or obtained Merger and delivered or shall be tendered at the Closing or new agreements shall have been issued with respect thereto in the name of Buyer on terms and conditions no less favorable than those presently held other transactions contemplated by the Companies, and such this Agreement. No consents or new agreements, as approvals of or filings or registrations with any Governmental Entity are necessary in connection with the case may be, shall be valid execution and enforceable on the Closing Date. Without limiting the generality delivery by Republic of the foregoing, all consents and approvals by governmental agencies that are required for the consummation of the transactions contemplated hereby or other agreements contemplated hereby will have been obtained, and the waiting period under the Xxxx-Xxxxx-Xxxxxx Anti-Trust Improvements Act of 1976, as amended, (the "HSR Act") shall have been ------- terminatedthis Agreement.

Consents and Approvals. Seller shall have executed and delivered ---------------------- No consents or approvals of, waivers by, notices to, or filings or registrations with any Governmental Entity or other Person are required to Buyer on the Closing Date a certificatebe obtained, dated that dategiven, or made by Bancshares or Cornerstone, or any of their Subsidiaries, in form connection with the execution and substance reasonably satisfactory to Buyer to delivery of this Agreement by the effect that each Cornerstone Parties or the consummation by the Cornerstone Parties of the conditions set forth in Sections 7.1(a) Merger and (b) hereof have been satisfied in full. The trustee of Seller shall be duly authorized to execute, deliver and carry out this Agreement and all of the other transactions contemplated hereby, except (i) applications, notices, and shall have delivered to Buyer on the Closing Date certified copies of the documents containing such authorizations. All documents, Third-Party Consents and any other consents, approvals or other items waiver requests required to be delivered hereunder filed with or given or made to Buyer at or prior to Closingand consents, or necessary for the consummation of the transactions, shall have been granted or obtained and delivered or shall be tendered at the Closing or new agreements shall have been issued with respect thereto in the name of Buyer on terms and conditions no less favorable than those presently held by the Companiesapprovals, and such consents or new agreements, as the case may be, shall be valid and enforceable on the Closing Date. Without limiting the generality of the foregoing, all consents and approvals by governmental agencies that are waivers required for the consummation of the transactions contemplated hereby or other agreements contemplated hereby will have been obtainedfrom, and the expiration of related waiting period periods imposed by, the Federal Reserve and the TDFI (collectively, the “Regulatory Approvals”); (ii) the filing of the Articles of Merger with the Tennessee Secretary of State; (iii) such filings, registrations, consents, and approvals as are required to be made or obtained under or pursuant to federal and state securities Laws in connection with the Xxxx-Xxxxx-Xxxxxx Anti-Trust Improvements Act issuance by Bancshares of 1976shares of Bancshares Stock in accordance with this Agreement; (iv) the approval of this Agreement by the shareholders of Bancshares; and (v) as set forth on Schedule 4.2(f) of the Cornerstone Disclosure Memorandum. As of the date hereof, neither Bancshares nor Cornerstone is aware of any reason why any of the consents, approvals, or waivers referred to in this Section 4.2(f) will not be obtained or received in a timely manner without the imposition of any Burdensome Condition (as amended, (the "HSR Act") shall have been ------- terminateddefined in Section 8.1(b)).

Consents and Approvals. Seller shall have executed Except for (i) the filing of applications and delivered ---------------------- to Buyer on notices, as applicable, with the Closing Date Board of Governors of the Federal Reserve System (the "Federal Reserve Board") under the BHC Act and approval of such applications and notices, (ii) the filing of any required applications, filings or notices with any state banking or insurance authorities and approval of such applications, filings and notices (the "Other Regulatory Approvals"), (iii) the filing with the Securities and Exchange Commission (the "SEC") of a certificate, dated that date, Joint Proxy Statement in definitive form and substance reasonably satisfactory to Buyer relating to the effect that each meetings of the conditions set forth Republic's and Citizens's respective shareholders to be held in Sections 7.1(a) and (b) hereof have been satisfied in full. The trustee of Seller shall be duly authorized to execute, deliver and carry out connection with this Agreement and all of the transactions contemplated herebyby this Agreement (the "Joint Proxy Statement") and of a registration statement on Form S-4 (the "Form S-4") in which the Joint Proxy Statement will be included as a prospectus, and shall have delivered to Buyer on the Closing Date certified copies declaration of effectiveness of the documents containing such authorizations. All documentsForm S-4 and the filing and effectiveness of the registration statement contemplated by Section 1.6(e), Third-Party Consents and (iv) the filing of the Certificate of Merger with the Administrator pursuant to the MBCA, (v) any other consents, authorizations, approvals, filings or exemptions required under consumer finance, mortgage banking and other similar laws, and (vi) such filings and approvals or other items as are required to be delivered hereunder made or obtained under the securities or "Blue Sky" laws of various states in connection with the issuance of the shares of Citizens Common Stock pursuant to Buyer at this Agreement and approval of quotation of such Citizens Common Stock on the Nasdaq, no consents or prior to Closingapprovals of or filings or registrations with any court, administrative agency or commission or other governmental authority or instrumentality (each a "Governmental Entity") are necessary for in connection with the consummation by Republic of the transactions, shall have been granted or obtained Merger and delivered or shall be tendered at the Closing or new agreements shall have been issued with respect thereto in the name of Buyer on terms and conditions no less favorable than those presently held other transactions contemplated by the Companies, and such this Agreement. No consents or new agreements, as approvals of or filings or registrations with any Governmental Entity are necessary in connection with the case may be, shall be valid execution and enforceable on the Closing Date. Without limiting the generality delivery by Republic of the foregoing, all consents and approvals by governmental agencies that are required for the consummation of the transactions contemplated hereby or other agreements contemplated hereby will have been obtained, and the waiting period under the Xxxx-Xxxxx-Xxxxxx Anti-Trust Improvements Act of 1976, as amended, (the "HSR Act") shall have been ------- terminatedthis Agreement.

Consents and Approvals. Seller shall have executed Except for (i) the Surface Transportation Board's exemption or approval of the Merger and delivered ---------------------- to Buyer on the Closing Date a certificateSupport Agreement and the Canadian Transportation Administration's approval of the Merger (the "REGULATORY APPROVALS"), dated that date(ii) the filing with the Securities and Exchange Commission (the "SEC") of the Schedule 14A containing the Proxy Statement (as defined herein), in form and substance reasonably satisfactory to Buyer (iii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the effect that each DGCL, (iv) the expiration of the conditions set forth in Sections 7.1(a) and (b) hereof have been satisfied in full. The trustee of Seller shall be duly authorized to execute, deliver and carry out this Agreement and all of the transactions contemplated hereby, and shall have delivered to Buyer on the Closing Date certified copies of the documents containing such authorizations. All documents, Third-Party Consents and any other consents, approvals or other items required to be delivered hereunder to Buyer at or prior to Closing, or necessary for the consummation of the transactions, shall have been granted or obtained and delivered or shall be tendered at the Closing or new agreements shall have been issued with respect thereto in the name of Buyer on terms and conditions no less favorable than those presently held by the Companies, and such consents or new agreements, as the case may be, shall be valid and enforceable on the Closing Date. Without limiting the generality of the foregoing, all consents and approvals by governmental agencies that are required for the consummation of the transactions contemplated hereby or other agreements contemplated hereby will have been obtained, and the applicable waiting period under the XxxxHart-XxxxxScott-Xxxxxx Anti-Trust Rodino Antitrust Improvements Act of 1976, as amended, amended (the "HSR Act"), (v) shall have been ------- terminatedthe Company Stockholder Approval, (vi) the filing with the SEC of such reports under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"), as may be required in connection with the execution and delivery of this Agreement and the transactions contemplated hereby, (vii) the third party consents set forth on Section 3.4 of the Company Disclosure Schedule (the "THIRD PARTY CONSENTS") and (viii) such other consents, approvals, filings and registrations the failure to obtain which could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect on Company, no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental or regulatory authority or instrumentality (each a "GOVERNMENTAL ENTITY"), or of or with any Regulatory Agency (as defined in Section 3.5) or other third party, are necessary in connection with the execution and delivery by Company of this Agreement and the consummation by Company of the transactions contemplated by this Agreement. To the best knowledge of Company, there is no reason to believe that the Regulatory Approvals and Third Party Consents required to consummate the transactions contemplated by this Agreement (the "REQUISITE APPROVALS") cannot be obtained on a timely basis.

Consents and Approvals. Seller shall have executed and delivered ---------------------- to Buyer on the Closing Date a certificate, dated that date, in form and substance reasonably satisfactory to Buyer 3.3.1. Subject to the effect that each allocation of the conditions responsibility set forth in Sections 7.1(a) and (b) hereof have been satisfied in full. The trustee of Seller shall be duly authorized to executeSection 3.3.2, deliver and carry out this Agreement and all of the transactions contemplated herebyRMO agrees to, and shall have delivered agrees to Buyer on cause the Closing Date certified copies of the documents containing such authorizations. All documents, Third-Party Consents and any other consents, approvals Companies or other items required to be delivered hereunder to Buyer at or prior to Closing, or necessary for the consummation of the transactions, shall have been granted or obtained and delivered or shall be tendered at the Closing or new agreements shall have been issued with respect thereto in the name of Buyer on terms and conditions no less favorable than those presently held by the Companies, and such consents or new agreementsSubsidiaries, as the case may be, shall be valid to apply for and enforceable on use commercially reasonable efforts to obtain no later than at the Closing Date. Without limiting (a) the generality Regulatory Approval, (b) the waiver, consent and approval of all Persons whose waiver, consent or approval is required by Law for each Company’s and Shareholder’s execution and delivery of this Agreement and the foregoing, all consents Shareholders’ and approvals by governmental agencies that are required for the each Company’s or Subsidiary’s consummation of the transactions contemplated hereby or other agreements contemplated hereby will have been obtainedherein, and (c) the waiting period waiver, consent and approval of all Persons whose waiver, consent or approval is required by any Material Contract, Real Property Lease, consent, judgment, decree, order or Permit to which the Shareholders, the Companies, or Subsidiaries is a party or subject immediately prior to the Closing, and which would prohibit or require the waiver, consent or approval of any Person to, such transactions or under which, without such waiver, consent or approval, such transactions would constitute an occurrence of Default under the Xxxx-Xxxxx-Xxxxxx Anti-Trust Improvements Act of 1976provisions thereof, provided, however, that neither RMO nor the Companies or Subsidiaries shall make any agreements or understandings adversely affecting the Assets or the Companies or Subsidiaries, or their business, as amendeda condition to obtaining any waivers, consents or approvals required by this Section 3.3.1, except as otherwise provided herein or with the prior written consent of Parent, and further provided that if RMO fails to obtain any consents that are required under this Section 3.3 prior to Closing (except any required governmental consents, consents of lenders or consents relating to any of the "HSR Act") pipelines), such failure shall not be deemed a Default under this Agreement and/or cause this Agreement not to be consummated so long as the failure to obtain the consent does not have been ------- terminateda Material Adverse Effect on the consummation of this Agreement, the Company, the Subsidiaries, or the Assets.

Consents and Approvals. Assuming all filings required under the Antitrust Laws are made and any waiting periods thereunder have been terminated or expired and receipt of all approvals, authorizations or consents thereunder, no consent of or filing with any Governmental Entity, which has not been received or made, is necessary or required with respect to MIC or Seller shall have executed in connection with the execution and delivered ---------------------- to Buyer on delivery of this Agreement by MIC or Seller, the Closing Date a certificate, dated that date, in form and substance reasonably satisfactory to Buyer to performance by MIC or Seller of its obligations under this Agreement or the effect that each consummation by MIC or Seller of the conditions transactions contemplated by this Agreement, except for (a) the consents, approvals, authorizations, declarations, registrations, filings, Orders or notices set forth in Sections 7.1(a) Section 3.3 of the Company Disclosure Letter and (b) hereof have been satisfied any other consents, approvals, authorizations, declarations, registrations, filings, Orders or notices which, if not made or obtained, would not reasonably be expected to, individually or in fullthe aggregate, prevent, materially delay or materially impair MIC’s or Seller’s ability to perform its obligations under this Agreement or consummate the transactions contemplated hereby. The trustee Section 3.4 Broker’s or Finder’s Fees. Except for the fees of Seller Lazard Frères & Co. LLC and Evercore Group, LLC (collectively, the “Financial Advisors”) (whose fees and expenses shall be duly authorized paid by MIC in accordance with its agreements with the Financial Advisors), no agent, broker, Person or firm acting on behalf of MIC or Seller is, or shall be, entitled to executeany broker’s fees, deliver and carry out finder’s fees or commissions from such party or any of the other parties hereto in connection with this Agreement and all or any of the transactions contemplated hereby, and shall have delivered to Buyer on the Closing Date certified copies of the documents containing such authorizations. All documents, Third-Party Consents and any other consents, approvals or other items required to be delivered hereunder to Buyer at or prior to Closing, or necessary for the consummation of the transactions, shall have been granted or obtained and delivered or shall be tendered at the Closing or new agreements shall have been issued with respect thereto in the name of Buyer on terms and conditions no less favorable than those presently held by the Companies, and such consents or new agreements, as the case may be, shall be valid and enforceable on the Closing Date. Without limiting the generality of the foregoing, all consents and approvals by governmental agencies that are required for the consummation of the transactions contemplated hereby or other agreements contemplated hereby will have been obtained, and the waiting period under the Xxxx-Xxxxx-Xxxxxx Anti-Trust Improvements Act of 1976, as amended, (the "HSR Act") shall have been ------- terminated.Section 3.5

Consents and Approvals. Seller shall have executed and delivered ---------------------- to Buyer on the Closing Date a certificate, dated that date, in form and substance reasonably satisfactory to Buyer (a) Subject to the effect that terms and conditions in this Agreement, each of the conditions set forth parties hereto shall use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in Sections 7.1(a) doing, all things necessary, proper or advisable under applicable Laws or otherwise to consummate and (b) hereof have been satisfied in full. The trustee of Seller shall be duly authorized to execute, deliver make effective the Merger and carry out the other transactions contemplated by this Agreement as promptly as practicable, including using commercially reasonable efforts with respect to (i) the obtaining of all necessary waivers, consents, clearances, approvals, and expirations or terminations of waiting periods, including the Company Approvals and the Parent Approvals, from Governmental Entities and the making of all necessary registrations and filings and the taking of all actions as may be necessary to obtain an approval, clearance or waiver from, or to avoid an Action by, any Governmental Entity (all of the transactions contemplated herebyforegoing, and shall have delivered to Buyer on collectively, the Closing Date certified copies “Governmental Consents”), (ii) the obtaining of the documents containing such authorizations. All documents, Third-Party Consents and any all other necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other items required to be delivered hereunder to Buyer at legal proceedings, whether judicial or prior to Closingadministrative, challenging this Agreement or necessary for the consummation of the transactionsMerger and the other transactions contemplated by this Agreement, shall have been granted or obtained and delivered or (iv) the execution and delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by this Agreement; provided that no party shall be tendered at required to pay (and the Closing Company and its Subsidiaries shall not pay or new agreements agree to pay without the prior written consent of Parent, which consent shall have been issued with respect thereto in the name of Buyer on terms and conditions no less favorable than those presently held by the Companiesnot be unreasonably withheld, and such consents conditioned or new agreementsdelayed) any fee, as the case may be, shall be valid and enforceable on the Closing Date. Without limiting the generality of the foregoing, all consents and approvals by governmental agencies that are penalty or other consideration to any third party for any consent or approval required for the consummation of the transactions contemplated hereby or other agreements contemplated hereby will have been obtained, and the waiting period by this Agreement under the Xxxx-Xxxxx-Xxxxxx Anti-Trust Improvements Act of 1976, as amended, (the "HSR Act") shall have been ------- terminatedany Contract.

Consents and Approvals. Seller shall have executed Except for (i) the filing of applications, filings and delivered ---------------------- to Buyer notices, as applicable, with the NASDAQ, (ii) the filing of applications, filings and notices, as applicable, with the Federal Reserve Board under the BHC Act and approval of such applications, filings and notices, (iii) the filing of applications, filings and notices, as applicable, with the Office of the Comptroller of the Currency 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 Closing Date Commercial Bancshares Disclosure Schedule and approval of such applications, filings and notices, (v) the filing with the SEC of the Proxy Statement and the S-4 in which the Proxy Statement will be included as a certificateprospectus, dated that dateand declaration of effectiveness of the S-4, in form and substance reasonably satisfactory to Buyer (vi) the filing of the Certificate of Merger with the Ohio Secretary pursuant to the effect that each OGCL, and the filing of the conditions set forth in Sections 7.1(aBank Merger Certificate, (vii) the filing of any notices or other filings under the HSR Act, if necessary or advisable, and (bviii) hereof have been satisfied such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in full. The trustee connection with the issuance of Seller shall be duly authorized the First Defiance Shares pursuant to execute, deliver and carry out this Agreement and all the approval of the listing of such First Defiance Shares on the NASDAQ, 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 Defiance of this Agreement or (B) the consummation by First Defiance of the Merger and the other transactions contemplated hereby, and shall have delivered to Buyer on hereby (including the Closing Date certified copies Bank Merger). As of the documents containing such authorizations. All documentsdate hereof, Third-Party Consents First Defiance is not aware of any reason why the necessary regulatory approvals and any other consents, approvals or other items required consents will not be received in order to be delivered hereunder to Buyer at or prior to Closing, or necessary for the permit consummation of the transactions, shall have been granted or obtained Merger and delivered or shall be tendered at the Closing or new agreements shall have been issued with respect thereto in the name of Buyer Bank Merger on terms and conditions no less favorable than those presently held by the Companies, and such consents or new agreements, as the case may be, shall be valid and enforceable on the Closing Date. Without limiting the generality of the foregoing, all consents and approvals by governmental agencies that are required for the consummation of the transactions contemplated hereby or other agreements contemplated hereby will have been obtained, and the waiting period under the Xxxx-Xxxxx-Xxxxxx Anti-Trust Improvements Act of 1976, as amended, (the "HSR Act") shall have been ------- terminateda timely basis.

Consents and Approvals. Seller Except for (i) the approval of this Agreement, the Ancillary Agreements and the transactions contemplated hereby and thereby (including, without limitation, the Financing), and the new intercompany tax agreements among the Company and the Subsidiaries which shall have executed and delivered ---------------------- to Buyer on be effective as of the Closing Date a certificateClosing, dated that date, in form and substance reasonably satisfactory to Buyer to the effect that by each of the conditions set forth in Sections 7.1(agovernmental and regulatory authorities listed on Schedule 4.11, (ii) the approval of this Agreement, the Ancillary Agreements and the transactions contemplated hereby and thereby (b) hereof have been satisfied in full. The trustee of Seller including, without limitation, the Financing), and the new intercompany tax agreements among the Company and the Subsidiaries which shall be duly authorized effective as of the Closing, by any other governmental or regulatory authorities, the failure of which to executeobtain would not, deliver individually or in the aggregate, have a Material Adverse Effect on the Company and carry out this Agreement and all the Subsidiaries, taken as a whole, (iii) filings in respect of the transactions contemplated herebyhereby required to be made for compliance with the applicable provisions of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and shall have delivered the rules and regulations promulgated thereunder, (iv) the filing of premerger notification reports under the HSR Act and (v) consents, approvals, authorizations, declarations, filings and registrations required (x) by the nature of the business or ownership of Buyer or (y) solely by reason of the Financing (excluding any consents, approvals, authorizations, declarations, filings or registrations otherwise required in connection with this Agreement, the Ancillary Agreements or the transactions contemplated hereby or thereby), no consent, approval or authorization of, or declaration, filing or registration with, any governmental or regulatory authority, or any other Person, is required to be made or obtained by Parent, Seller, Talegen, Ridge Re, the Company, any Subsidiary or Buyer on or prior to the Closing Date certified copies in connection with the execution or delivery of this Agreement or any of the documents containing such authorizations. All documentsAncillary Agreements, Third-Party Consents and any other consentsthe performance of this Agreement, approvals or other items required to be delivered hereunder to Buyer at or prior to Closingthe Guarantees, the Tax Agreement, or necessary for the consummation of the transactions, shall have been granted Ridge Re Treaty or obtained and delivered or shall be tendered at the Closing or new agreements shall have been issued with respect thereto in the name of Buyer on terms and conditions no less favorable than those presently held by the Companies, and such consents or new agreements, as the case may be, shall be valid and enforceable on the Closing Date. Without limiting the generality of the foregoing, all consents and approvals by governmental agencies that are required for the consummation of the transactions contemplated hereby or other agreements contemplated hereby will have been obtained, and the waiting period under the Xxxx-Xxxxx-Xxxxxx Anti-Trust Improvements Act of 1976, as amended, (the "HSR Act") shall have been ------- terminatedthereby.

Consents and Approvals. Seller shall have executed (a) Except for (i) the filing of applications and delivered ---------------------- to Buyer on the Closing Date a certificatenotices, dated that dateas applicable, in form and substance reasonably satisfactory to Buyer as to the effect Merger and the Bank Merger with the OTS under the HOLA and the Bank Merger Act and approval of such applications and notices, (ii) the filing with the SEC of a registration statement on Form S-4 to register the shares of Xxxxxxx Common Stock to be issued in connection with the Merger (including the shares of Xxxxxxx Common Stock that each may be issued upon the exercise of the conditions set forth options referred to in Sections 7.1(aSection 1.6 hereof), which will include the joint proxy statement/prospectus (the "Joint Proxy Statement/Prospectus") to be used in soliciting the requisite approvals of Xxxxxxx stockholders and Eagle stockholders at special meetings of such stockholders (bthe "Eagle Meeting" and the "Xxxxxxx Meeting," respectively) hereof have been satisfied to be held in full. The trustee of Seller shall be duly authorized to execute, deliver and carry out connection with this Agreement and all of the transactions contemplated hereby, and shall have delivered to Buyer on (iii) the Closing Date certified copies approval of this Agreement by the requisite vote of the documents containing stockholders of Eagle and the requisite approval, if any, of Eagle stockholders in connection with the Option Agreement pursuant to the Eagle Restated Certificate of Incorporation, (iv) the approval of this Agreement by the requisite vote of the stockholders of Xxxxxxx, (v) the filing of the Certificate of Merger with the Secretary of State of Delaware pursuant to the DGCL and (vi) the filings required in connection with the Bank Merger Agreement and the Bank Merger, no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental authority or instrumentality (each a "Governmental Entity"), or with any third party are necessary in connection with (1) the execution and delivery by Eagle of this Agreement and the Option Agreement, (2) the consummation by Eagle of the Merger and the other transactions contemplated hereby, (3) the execution and delivery by Eagle Bank of the Bank Merger Agreement, (4) the consummation by Eagle of transactions contemplated by the Option Agreement; and (5) the performance by Eagle Bank of the Bank Merger Agreement and the transactions contemplated thereby, except, in each case, for such authorizations. All documents, Third-Party Consents and any other consents, approvals or other items required filings, the failure of which to be delivered hereunder to Buyer at or prior to Closing, or necessary for the consummation of the transactions, shall obtain will not have been granted or obtained and delivered or shall be tendered at the Closing or new agreements shall have been issued with respect thereto in the name of Buyer on terms and conditions no less favorable than those presently held by the Companies, and such consents or new agreements, as the case may be, shall be valid and enforceable a material adverse effect on the Closing Date. Without limiting the generality ability of the foregoing, all consents and approvals by governmental agencies that are required for the consummation of Xxxxxxx to consummate the transactions contemplated hereby or other agreements contemplated hereby will have been obtained, and the waiting period under the Xxxx-Xxxxx-Xxxxxx Anti-Trust Improvements Act of 1976, as amended, (the "HSR Act") shall have been ------- terminatedhereby.

Consents and Approvals. Seller shall have executed Except for (a) the filing of applications and delivered ---------------------- to Buyer on notices, as applicable, with the Closing Date a certificate, dated that date, in form and substance reasonably satisfactory to Buyer to the effect that each Board of Governors of the conditions set forth in Sections 7.1(aFederal Reserve System (“FRB”) and approval of such applications and notices, (b) hereof have been satisfied the filing of applications and notices, as applicable, with the FDIC and approval of such applications and notices, (c) the filing of applications and notices, as applicable, with the New Jersey Department and approval of such applications and notices, (d) the filing with the Securities and Exchange Commission (the “SEC”) and declaration of effectiveness of the registration statement on Form S-4 (the “S-4”) in full. The trustee which a proxy statement in definitive form relating to the meeting of Seller shall NJCB’s shareholders to be duly authorized to execute, deliver and carry out held in connection with this Agreement and all of the transactions contemplated hereby, and shall have delivered to Buyer on the Closing Date certified copies of the documents containing such authorizations. All documents, Third-Party Consents and any other consents, approvals or other items required to be delivered hereunder to Buyer at or prior to Closing, or necessary for the consummation of the transactions, shall have been granted or obtained and delivered or shall be tendered at the Closing or new agreements shall have been issued with respect thereto in the name of Buyer on terms and conditions no less favorable than those presently held by the Companies, and such consents or new agreements, as the case may be, shall be valid and enforceable on the Closing Date. Without limiting the generality of the foregoing, all consents and approvals by governmental agencies that are required for the consummation of the transactions contemplated hereby (the “Proxy Statement”) and a prospectus with respect to the issuance of the 1st Constitution Common Stock will be included, (e) the approval of this Agreement and the Merger by the requisite vote of the shareholders of NJCB, (f) approval of the listing of the 1st Constitution Common Stock to be issued in the Merger on the NASDAQ Global Market, (g) such filings as shall be required to be made with any applicable state securities bureaus or commissions, (h) such consents, authorizations or approvals as shall be required under the Environmental Laws and (i) such other filings, authorizations or approvals as may be set forth in Section 3.4 of the NJCB Disclosure Schedule, no consents or approvals of or filings or registrations with any court, administrative agency or commission or other agreements contemplated hereby will have been obtained, governmental authority or instrumentality (each a “Governmental Entity”) or with any third party are necessary on behalf of NJCB in connection with (1) the execution and delivery by NJCB of this Agreement and (2) the consummation by NJCB of the Merger and the waiting period under the Xxxx-Xxxxx-Xxxxxx Anti-Trust Improvements Act of 1976, as amended, (the "HSR Act") shall have been ------- terminatedother transactions contemplated hereby.

Consents and Approvals. Seller shall have executed Except for (i) filings of applications and delivered ---------------------- to Buyer on notices with, receipt of approvals or no objections from, and the Closing Date expiration of related waiting periods required by, federal and state banking authorities, including filings and notices with the Federal Reserve, the MDOB and the IDF, (ii) the filing with the SEC of a certificate, dated that date, Proxy Statement-Prospectus in definitive form and substance reasonably satisfactory to Buyer relating to the effect that each meeting of the conditions set forth CMYF’s stockholders to be held in Sections 7.1(a) and (b) hereof have been satisfied in full. The trustee of Seller shall be duly authorized to execute, deliver and carry out connection with this Agreement and all of the transactions contemplated hereby, and shall have delivered to Buyer on the Closing Date certified copies of the documents containing such authorizations. All documents, Third-Party Consents and any other consents, approvals or other items required to be delivered hereunder to Buyer at or prior to Closing, or necessary for the consummation of the transactions, shall have been granted or obtained and delivered or shall be tendered at the Closing or new agreements shall have been issued with respect thereto in the name of Buyer on terms and conditions no less favorable than those presently held by the Companies, and such consents or new agreements, as the case may be, shall be valid and enforceable on the Closing Date. Without limiting the generality of the foregoing, all consents and approvals by governmental agencies that are required for the consummation of the transactions contemplated hereby or other agreements contemplated hereby and of the Registration Statement in which such proxy statement will have been obtainedbe included as a prospectus, and declaration of effectiveness of the waiting period Registration Statement, (iii) the filing of the Articles of Merger with the MDOB pursuant to the MBA and with the IDF pursuant to the IBA, (iv) filing with The Nasdaq Stock Market LLC of a notification or application of the listing of the shares of Purchaser Common Stock to be issued in the Merger, (v) such filings and approvals as are required to be made or obtained under the Xxxx-Xxxxx-Xxxxxx Anti-Trust Improvements Act securities or “Blue Sky” laws of 1976various states in connection with the issuance of shares of Purchaser Common Stock pursuant to this Agreement and (vi) the filing with the Financial Industry Regulatory Authority a notification of the Merger, as amendedno consents or approvals of, (or filings or registrations with, any Governmental Entity or any third party are required to be made or obtained in connection with the "HSR Act"execution and delivery by Purchaser and Purchaser Bank of this Agreement or the consummation by Purchaser or Purchaser Bank of the Merger and the other transactions contemplated by this Agreement. As of the date hereof, Purchaser and Purchaser Bank have no Knowledge of any reason pertaining to Purchaser or Purchaser Bank why any of the approvals referred to in this Section 3.3(f) shall have been ------- terminatedshould not be obtained without the imposition of any material condition or restriction described in Section 6.2(e).

Consents and Approvals. Seller shall have executed Except for (i) filings of applications and delivered ---------------------- to Buyer on notices with, receipt of approvals or no objections from, and the Closing Date expiration of related waiting periods required by, federal and state banking authorities, including filings and notices with the Federal Reserve, the FDIC and the NJ Department, (ii) the filing with the SEC of a certificate, dated that date, Proxy Statement-Prospectus in definitive form and substance reasonably satisfactory to Buyer relating to the effect that each meeting of the conditions set forth Company’s stockholders to be held in Sections 7.1(a) and (b) hereof have been satisfied in full. The trustee of Seller shall be duly authorized to execute, deliver and carry out connection with this Agreement and all of the transactions contemplated hereby, and shall have delivered to Buyer on the Closing Date certified copies of the documents containing such authorizations. All documents, Third-Party Consents and any other consents, approvals or other items required to be delivered hereunder to Buyer at or prior to Closing, or necessary for the consummation of the transactions, shall have been granted or obtained and delivered or shall be tendered at the Closing or new agreements shall have been issued with respect thereto in the name of Buyer on terms and conditions no less favorable than those presently held by the Companies, and such consents or new agreements, as the case may be, shall be valid and enforceable on the Closing Date. Without limiting the generality of the foregoing, all consents and approvals by governmental agencies that are required for the consummation of the transactions contemplated hereby or other agreements contemplated hereby and of the Registration Statement in which such proxy statement will have been obtainedbe included as a prospectus, and declaration of effectiveness of the waiting period Registration Statement, (iii) the filing of the Articles of Merger with the Maryland Department pursuant to the MGCL and the filing of a certificate for the Bank Merger with the NJ Department, (iv) filing with The Nasdaq Stock Market LLC of a notification of the listing of the shares of Purchaser Common Stock to be issued in the Merger, and (v) such filings and approvals as are required to be made or obtained under the Xxxx-Xxxxx-Xxxxxx Anti-Trust Improvements Act securities or “Blue Sky” laws of 1976various states in connection with the issuance of shares of Purchaser Common Stock pursuant to this Agreement, as amendedno consents or approvals of, (or filings or registrations with, any Governmental Entity or any third party are required to be made or obtained in connection with the "HSR Act"execution and delivery by Purchaser of this Agreement or the consummation by Purchaser of the Merger and the other transactions contemplated by this Agreement, including the Bank Merger. 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) shall have been ------- terminatedshould not be obtained without the imposition of any material condition or restriction described in Section 6.2(e).

Consents and Approvals. Seller shall have executed and delivered ---------------------- to Buyer on (a) Except for (i) the Closing Date a certificate, dated that date, in form and substance reasonably satisfactory to Buyer to filing of an application with the effect that each Board of Governors of the conditions set forth in Sections 7.1(aFederal Reserve System (the "Federal Reserve Board") under the Holding Company Act for approval of the acquisition by Magna directly or indirectly of 100 percent of the stock of Charter (the "Federal Reserve Application"), to such acquisition, (ii) the filing with the SEC of the S-4, and effectiveness of the S-4, (biii) hereof have been satisfied in full. The trustee review of Seller shall be duly authorized to execute, deliver and carry out this Agreement and all the transactions contemplated hereby by the DOJ under federal antitrust laws, (iv) the filing of an application with the New York Stock Exchange ("NYSE") to list the Magna Common Stock to be issued in the Merger on the NYSE and the approval of such application, (v) such filings and approvals as are required to be made or obtained under the securities or "Blue Sky" laws of various states in connection with the issuance of the shares of Magna Common Stock pursuant to this Agreement, (vi) any required approvals or filings pursuant to any state statutes or regulations applicable to Charter, Magna or their respective Subsidiaries with respect to the transactions contemplated hereby, filings with the Office of Thrift Supervision, if applicable, and shall have delivered to Buyer on the Closing Date certified copies (vii) such filings, authorizations or approvals as may be set forth in Section 4.4 of the documents containing such authorizations. All documentsMagna Disclosure Schedule, Third-Party Consents no consents or approvals of or filings or registrations with any Governmental Entity or with any third party are necessary on behalf of Magna or Merger Sub in connection with (1) the execution and any other consentsdelivery by Magna and Merger Sub of this Agreement, approvals or other items required to be delivered hereunder to Buyer at or prior to Closing, or necessary for and (2) the consummation by Magna and Merger Sub of the transactions, shall have been granted or obtained Merger and delivered or shall be tendered at the Closing or new agreements shall have been issued with respect thereto in the name of Buyer on terms and conditions no less favorable than those presently held by the Companies, and such consents or new agreements, as the case may be, shall be valid and enforceable on the Closing Date. Without limiting the generality of the foregoing, all consents and approvals by governmental agencies that are required for the consummation of the other transactions contemplated hereby or other agreements contemplated hereby will have been obtained, and the waiting period under the Xxxx-Xxxxx-Xxxxxx Anti-Trust Improvements Act of 1976, as amended, (the "HSR Act") shall have been ------- terminatedhereby.

Consents and Approvals. Seller shall have executed and delivered ---------------------- to Buyer on Except for (a) the Closing Date a certificate, dated that date, in form and substance reasonably satisfactory to Buyer to the effect that each filing of the conditions set forth in Sections 7.1(a) and (b) hereof have been satisfied in full. The trustee of Seller shall be duly authorized to execute, deliver and carry out this Agreement and all of the transactions contemplated hereby, and shall have delivered to Buyer on the Closing Date certified copies of the documents containing such authorizations. All documents, Thirdpre-Party Consents and any other consents, approvals or other items required to be delivered hereunder to Buyer at or prior to Closing, or necessary for the consummation of the transactions, shall have been granted or obtained and delivered or shall be tendered at the Closing or new agreements shall have been issued with respect thereto in the name of Buyer on terms and conditions no less favorable than those presently held by the Companies, and such consents or new agreements, as the case may be, shall be valid and enforceable on the Closing Date. Without limiting the generality of the foregoing, all consents and approvals by governmental agencies that are required for the consummation of the transactions contemplated hereby or other agreements contemplated hereby will have been obtained, and the waiting period merger notification report under the XxxxHart-XxxxxScott-Xxxxxx Anti-Trust Rodino Antitrust Improvements Act of 1976, as amendedamxxxxx (xxx "XXX XCT"), (b) filings with the Securities and Exchange Commission (the "HSR ActSEC") shall as may be required by the Company in connection with this Agreement and the transactions contemplated by this Agreement, (c) the filing of the Certificate of Merger and the Amended and Restated Certificate of Incorporation of the Surviving Corporation with the Secretary of State of the State of Delaware pursuant to the DGCL, (d) the filings with any court, administrative agency or commission or other governmental, regulatory or self-regulatory authority or instrumentality (each a "GOVERNMENTAL ENTITY") as required under applicable law in each case as set forth in Section 4.5 of the Company Disclosure Schedule, (e) the Company Stockholder Approval, (f) such filings as may be required under the rules and regulations of NASDAQ and (g) such other consents, approvals or filings the failure of which to obtain or make would not, individually or in the aggregate, have a Material Adverse Effect on the Company, no consents or approvals of or filings or registrations with any Governmental Entity or third party are necessary in connection with (A) the execution and delivery by the Company of this Agreement and (B) the consummation by the Company of the transactions contemplated hereby. As of the date hereof, to the Company's Knowledge, there is no reason why the receipt of any such consents or approvals will not be obtained in a customary time frame once complete and appropriate filings have been ------- terminatedmade by the Company and Parent. For purposes of this Agreement, the "KNOWLEDGE" of any person that is not an individual means, with respect to any matter in question, the actual knowledge of such person's executive officers and other officers having primary responsibility for such matter, in each case based upon reasonable inquiry consistent with such person's title and responsibilities.

Consents and Approvals. Seller shall have executed and delivered ---------------------- to Buyer on (a) Except for (i) the Closing Date a certificate, dated that date, in form and substance reasonably satisfactory to Buyer to the effect that each effectiveness of the conditions Registration Statement containing the Proxy Statement/Prospectus in connection with obtaining stockholder approval of the S1 Issuance by the requisite vote of stockholders of S1, (ii) the approval of this Agreement and the issuance of S1 Common Stock in the Merger by the requisite vote of the stockholders of S1 and Merger Sub, respectively, (iii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (iv) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal, foreign and state securities (or related) laws and, if applicable, the HSR Act, and the securities or antitrust laws of any foreign country, (v) such filings and approvals as are required to be made or obtained with Nasdaq (or such other exchange as may be applicable) in connection with the issuance of the shares of S1 Common Stock pursuant to this Agreement, and (vi) such other consents and approvals as may be set forth in Sections 7.1(aSection 4.4(a) of the S1 Disclosure Schedule, no consents or approvals of or filings or registrations with any Governmental Entity or with any third party are necessary in connection with (1) the execution and (b) hereof have been satisfied in full. The trustee delivery by S1 of Seller shall be duly authorized to execute, deliver and carry out this Agreement and all the Option Agreement, and (2) the consummation by S1 of the Merger and the other transactions contemplated hereby, and shall have delivered to Buyer on the Closing Date certified copies of the documents containing except for such authorizations. All documents, Third-Party Consents and any other consents, approvals or other items required filings the failure of which to be delivered hereunder to Buyer at or prior to Closing, or necessary for the consummation of the transactions, shall obtain will not have been granted or obtained and delivered or shall be tendered at the Closing or new agreements shall have been issued with respect thereto in the name of Buyer on terms and conditions no less favorable than those presently held by the Companies, and such consents or new agreements, as the case may be, shall be valid and enforceable (x) a material adverse effect on the Closing Date. Without limiting the generality ability of the foregoing, all consents and approvals by governmental agencies that are required for the consummation of S1 or Merger Sub to consummate the transactions contemplated hereby or other agreements contemplated hereby will have been obtained(y) a Material Adverse Effect on Edify, and S1 or the waiting period under Surviving Corporation following the Xxxx-Xxxxx-Xxxxxx Anti-Trust Improvements Act of 1976, as amended, (the "HSR Act") shall have been ------- terminatedEffective Time.

Consents and Approvals. Seller shall have executed and delivered ---------------------- to Buyer on No consent, approval, authorization, order, registration or qualification of or with any Governmental Entity having jurisdiction over the Closing Date a certificate, dated that date, in form and substance reasonably satisfactory to Buyer to the effect that each Company or any of the conditions set forth in Sections 7.1(aother Debtors or any of their properties (each, an “Applicable Consent”) is required for the execution and (b) hereof have been satisfied in full. The trustee delivery by the Company or any other Debtor of Seller shall be duly authorized to executethis Agreement, deliver the Plan and carry out this Agreement the other Transaction Agreements, the compliance by the Company and the other Debtors, as applicable, with all of the transactions contemplated hereby, provisions hereof and shall have delivered to Buyer on the Closing Date certified copies of the documents containing such authorizations. All documents, Third-Party Consents thereof and any other consents, approvals or other items required to be delivered hereunder to Buyer at or prior to Closing, or necessary for the consummation of the transactions, shall have been granted or obtained and delivered or shall be tendered at the Closing or new agreements shall have been issued with respect thereto in the name of Buyer on terms and conditions no less favorable than those presently held by the Companies, and such consents or new agreements, as the case may be, shall be valid and enforceable on the Closing Date. Without limiting the generality of the foregoing, all consents and approvals by governmental agencies that are required for the consummation of the transactions contemplated hereby herein and therein, except for (a) the entry of the BCA Approval Order authorizing the Company to execute and deliver this Agreement and perform the BCA Approval Obligations, (b) the entry of the Disclosure Statement Order, (c) the entry of the Confirmation Order, (d) the entry by the Bankruptcy Court, or any other agreements court of competent jurisdiction, of Orders as may be necessary in the Chapter 11 Cases from time to time, (e) Antitrust and Foreign Investment Approvals, if any, in connection with the transactions contemplated hereby will have been obtainedby this Agreement, (f) the filing with the relevant local Governmental Entity (which may include the Registrar of Companies (England and Wales)) of the Articles of Association or similar organizational document, and the waiting period under filing of any other corporate documents with applicable state and local filing agencies applicable to any of the Xxxx-Xxxxx-Xxxxxx Anti-Trust Improvements Act of 1976, as amendedIssuers or the other Debtors, (g) such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or “Blue Sky” laws in connection with the "HSR Act"subscription of the Backstop Securities, the Holdback Securities by the Backstop Parties and the issuance of the Backstop Premium, the Rights and the Rights Offering Securities pursuant to the exercise of the Rights, and (h) shall have been ------- terminatedany other Applicable Consent that is not material to the Debtors’ business, taken as a whole.

Consents and Approvals. Seller shall have executed No consents or approvals of, or filings or registrations with, any Governmental Authority are necessary in connection with (i) the execution and delivered ---------------------- to Buyer on delivery by the Closing Date NTI Parties of this Agreement or (ii) the consummation by the NTI Parties of the Merger Transactions, except for (A) the filing of any required applications or notices with any state agencies of competent jurisdiction and approval of such applications or notices, (B) the filing with the SEC of (1) a certificate, dated that date, in form and substance reasonably satisfactory to Buyer proxy statement relating to the effect that each matters to be submitted to the NTI Unitholders at the NTI Meeting, (2) a registration statement on Form S-4 with respect to the issuance by WNR of New Common Stock in connection with the conditions set forth Merger (such registration statement and any amendments or supplements thereto, the “Registration Statement,” and the proxy statement/prospectus included in Sections 7.1(asuch Registration Statement and any amendments or supplements thereto, the “Proxy Statement/Prospectus”) and (b3) hereof have been satisfied in full. The trustee a Rule 13e-3 transaction statement on Schedule 13E-3 relating to the approval of Seller shall be duly authorized to execute, deliver and carry out this Agreement by the NTI Unitholders and all the Merger Transactions (as amended or supplemented, the “Schedule 13E-3”) (C) the filing of the transactions contemplated herebyCertificate of Merger with the Secretary of State of the State of Delaware, (D) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the rules of the NYSE, (E) such filings and approvals as may be required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of New Common Stock pursuant to this Agreement, and shall have delivered to Buyer on the Closing Date certified copies of the documents containing (F) such authorizations. All documents, Third-Party Consents and any other consents, approvals authorizations, approvals, filings or other items required registrations the absence or unavailability of which could not reasonably be expected to be delivered hereunder to Buyer at or prior to Closing, or necessary for the consummation of the transactions, shall have been granted or obtained and delivered or shall be tendered at the Closing or new agreements shall have been issued a Material Adverse Effect with respect thereto in to the name of Buyer on terms and conditions no less favorable than those presently held by the Companies, and such consents or new agreements, as the case may be, shall be valid and enforceable on the Closing Date. Without limiting the generality of the foregoing, all consents and approvals by governmental agencies that are required for the consummation of the transactions contemplated hereby or other agreements contemplated hereby will have been obtained, and the waiting period under the Xxxx-Xxxxx-Xxxxxx Anti-Trust Improvements Act of 1976, as amended, (the "HSR Act") shall have been ------- terminatedNTI Parties.

Consents and Approvals. Seller shall have executed and delivered ---------------------- to Buyer on the Closing Date a certificate, dated that date, in form and substance reasonably satisfactory to Buyer (a) Subject to the effect that terms and conditions of this Agreement and applicable law, each of the conditions set forth in Sections 7.1(a) parties hereto shall use its commercially reasonable efforts to take, or cause to be taken, all actions and (b) hereof have been satisfied in full. The trustee of Seller shall to do, or cause to be duly authorized done, all things reasonably necessary, proper or advisable to execute, deliver consummate and carry out make effective the transactions contemplated by this Agreement and all the other Transaction Documents as soon as reasonably practicable, including such actions or things as any other party hereto may reasonably request in order to cause any of the conditions to such party's obligation to consummate such transactions contemplated hereby, and shall have delivered to Buyer on the Closing Date certified copies of the documents containing such authorizations. All documents, Third-Party Consents and any other consents, approvals or other items required specified in this Agreement to be delivered hereunder to Buyer at or prior to Closing, or necessary for the consummation of the transactions, shall have been granted or obtained and delivered or shall be tendered at the Closing or new agreements shall have been issued with respect thereto in the name of Buyer on terms and conditions no less favorable than those presently held by the Companies, and such consents or new agreements, as the case may be, shall be valid and enforceable on the Closing Datefully satisfied. Without limiting the generality of the foregoing, each of the parties hereto shall (and each shall cause its directors, officers and Subsidiaries, and use its reasonable efforts to cause its Affiliates, employees, agents, attorneys, accountants and representatives, to) consult and fully cooperate with and provide reasonable assistance to each other in (i) the preparation and filing with the Commission of the Registration Statement, the Proxy Statement and any necessary amendments or supplements to any of the foregoing; (ii) seeking to have such Proxy Statement cleared by the Commission and such Registration Statement declared effective by the Commission, in each case as soon as reasonably practicable after filing thereof; (iii) taking such actions as may reasonably be required under applicable state securities or blue sky laws in connection with the transactions contemplated by this Agreement and the other Transaction Documents; (iv) using its best commercially reasonable efforts to obtain all consents required consents, approvals, waivers, licenses, permits, authorizations, registrations, qualifications, or other 57 permissions or actions by, and approvals to give all required notices to and to make all required Filings with and applications and submissions to, any Governmental Authority or other Person, in each case required in order to cause any of the conditions to each other party's obligation to consummate such transactions to be fully satisfied; (v) filing all pre-merger notification and report forms required under the HSR Act and responding to any requests for additional information made by governmental agencies that are required for any Governmental Authority pursuant to the HSR Act and cooperating with each other party in complying with the requirements of the HSR Act; (vi) using commercially reasonable efforts to cause the lifting of any permanent or preliminary injunction or restraining order or other similar order issued or entered by any court or other Governmental Authority (an "INJUNCTION") preventing the consummation of the transactions contemplated hereby or by the other agreements contemplated hereby will have been obtainedTransaction Documents; (vii) providing all such information about such party, its Subsidiaries and its officers, directors, partners and Affiliates, and the waiting period under the Xxxx-Xxxxx-Xxxxxx Anti-Trust Improvements Act of 1976making all applications and filings, as amendedmay be necessary or reasonably requested in connection with any of the foregoing; (viii) using commercially reasonable efforts to obtain the tax opinions referred to in Sections 10.1(b), 11.6 and 12.5; and (ix) in general, using commercially reasonable efforts to consummate and make effective the transactions contemplated hereby. Notwithstanding the foregoing, in making any such Filing and in order to obtain any consent, approval, waiver, license, permit, authorization, registration, qualification, or other permission or action or the lifting of any Injunction referred to in the preceding sentence, (A) the "HSR Act"parties and their respective Affiliates shall not be required to (i) pay any consideration, except filing fees; (ii) surrender, modify or amend in any respect any License or Contract (including this Agreement), (iii) hold separately (in trust or otherwise), divest itself of, or otherwise rearrange the composition of, any of its assets, (iv) agree to any limitations on any such Person's freedom of action with respect to future acquisitions of assets or with respect to any existing or future business or activities or on the enjoyment of the full rights of ownership, possession and use of any asset now owned or hereafter acquired by any such Person, or (v) agree to any of the foregoing or any other conditions or requirements of any Governmental Authority or other Person, in each case to the extent that doing so would be adverse or burdensome to such Person in any material respect. Prior to making any application to or filing with any Governmental Authority or other Person in connection with this Agreement, each party shall have been ------- terminatedprovide the other parties with drafts thereof and afford the other parties a reasonable opportunity to comment on such drafts.

Consents and Approvals. Seller The Company shall have executed received (i) all approvals, clearances, consents and delivered ---------------------- to Buyer on the Closing Date a certificate, dated that date, in form and substance reasonably satisfactory to Buyer to the effect that each of the conditions authorizations set forth in Sections 7.1(aon Schedule 7.02(g) and (b) hereof have been satisfied in full. The trustee of Seller shall be duly authorized to execute, deliver and carry out this Agreement and all of the transactions contemplated hereby, and shall have delivered to Buyer on the Closing Date certified copies of the documents containing such authorizations. All documents, Third-Party Consents and any other consents, approvals or other items required to be delivered hereunder to Buyer at or prior to Closing, or necessary obtained from the DOT and FAA for the consummation of the transactionsInvestment and the other transactions contemplated hereby, which approvals, clearances, consents and authorizations have not been stayed or vacated and (ii) all other Regulatory Approvals (other than waiting periods imposed by applicable Law as referred to later in this paragraph) set forth on Schedule 7.02(g), which shall have been granted become final and unappealable, and (iii) all other material approvals, permits, authorizations, exemptions, consents, licenses and agreements from other third parties that are necessary to permit the transactions contemplated hereby and to permit the reorganized Company to carry on its business after such transactions in a manner not materially inconsistent with the manner in which it was carried on prior to the Effective Date (together with the Regulatory Approvals (the approvals described in clauses (i), (ii) and (iii), the “Approvals”), which Approvals shall not contain any condition or obtained and delivered or shall be tendered at the Closing or new agreements shall have been issued with respect thereto restriction that, in the name Investor’s reasonable judgment, materially impairs the reorganized Company’s ability to carry on its business or materially restricts any business activity of Buyer on terms and conditions no less favorable than those presently held by the Investor or the Companies, and such consents or new agreements, as the case may be, shall be valid and enforceable on the Closing Date. Without limiting the generality of Notwithstanding the foregoing, all consents and the parties recognize that the DOT or FAA may issue temporary or interim approvals by governmental agencies or exemptions (the “Initial Approvals”) that are required for allow the consummation of the transactions contemplated hereby Investment and that may require subsequent additional approvals. Such Initial Approvals shall be sufficient to fulfill the requirements of this Section 7.02(g) as to that corresponding Approval, but not with respect to any other Approvals. For the avoidance of doubt, the Investor confirms that any approval, clearance, consent or other agreements contemplated hereby will have been obtained, and the waiting period authorization under the Xxxx-Xxxxx-Xxxxxx Anti-Trust Improvements HSR Act of 1976, as amended, (the "HSR Act") shall have has been ------- terminatedreceived or otherwise satisfied.

Consents and Approvals. Seller shall have executed Except for (a) the filing of applications and delivered ---------------------- to Buyer on notices, as applicable, with the Closing Date a certificate, dated that date, in form and substance reasonably satisfactory to Buyer to the effect that each Board of Governors of the conditions set forth in Sections 7.1(aFederal Reserve System (the "Federal Reserve Board") under the BHC Act and the Office of the Comptroller of the Currency under the Bank Merger Act and approval of such applications and notices, (b) hereof have been satisfied the filing with the Securities and Exchange Commission (the "SEC") of a joint proxy statement in full. The trustee definitive form relating to the meetings of Seller shall the Company's stockholders and Buyer's stockholders to be duly authorized to execute, deliver and carry out held in connection with this Agreement and all the transactions contemplated hereby (the "Proxy Statement") and the filing and declaration of effectiveness of the registration statement on Form S-4 (the "S-4") in which the Proxy Statement will be included as a prospectus, (c) the approval of the Merger and this Agreement by the requisite vote of the stockholders of the Company, (d) the filing of the Articles of Merger with the Department pursuant to the MGCL, (e) the filings required by or in connection with the Bank Merger Agreement, (f) the approval of the Bank Merger Agreement by the Company as the sole stockholder of the Company Bank, (g) authorization for quotation of Buyer Common Stock to be issued in the Merger on the Nasdaq/NMS, (h) approval of the transactions contemplated herebyby this Agreement and the Bank Merger Agreement by the Maryland Commissioner of Financial Regulation and/or filings in connection therewith pursuant to the Financial Institutions Article of the Annotated Code of Maryland, (i) filings under state securities and blue sky laws, (j) filings with or approvals of the State Insurance Commissioner and (k) such filings, authorizations or approvals as may be set forth in Section 4.4 of the Company Disclosure Schedule, no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental authority or instrumentality (each a "Governmental Entity") or with any third party are necessary in connection with (1) the execution and delivery by the Company of the Company Documents, (2) the consummation by the Company of the Merger and the other transactions contemplated hereby and thereby, (3) the execution and delivery by the Company Bank of the Bank Merger Agreement, and shall have delivered to Buyer on (4) the Closing Date certified copies consummation by the Company Bank of the documents containing such authorizations. All documents, Third-Party Consents Subsidiary Merger and any other consents, approvals or other items required to be delivered hereunder to Buyer at or prior to Closing, or necessary for the consummation of the transactions, shall have been granted or obtained and delivered or shall be tendered at the Closing or new agreements shall have been issued with respect thereto in the name of Buyer on terms and conditions no less favorable than those presently held by the Companies, and such consents or new agreements, as the case may be, shall be valid and enforceable on the Closing Date. Without limiting the generality of the foregoing, all consents and approvals by governmental agencies that are required for the consummation of the transactions contemplated hereby or other agreements contemplated hereby will have been obtained, and the waiting period under the Xxxx-Xxxxx-Xxxxxx Anti-Trust Improvements Act of 1976, as amended, (the "HSR Act") shall have been ------- terminatedthereby. 4.5.

Consents and Approvals. Seller shall have executed Except for (a) the filing of applications, filings and delivered ---------------------- to Buyer on notices, as applicable, with the Closing Date a certificateNew York Stock Exchange, dated that date, in form and substance reasonably satisfactory to Buyer to the effect that each of the conditions set forth in Sections 7.1(a) and (b) hereof have been satisfied the filing of applications, filings and notices, as applicable, with the Federal Reserve Board under the BHC Act and the approval of such applications, filings and notices, (c) the filing of applications, filings and notices, as applicable, with the Office of the Comptroller of the Currency (the "OCC"), and the approval of such applications, filings and notices, (d) the filing of any required applications, filings or notices with the FDIC and any other banking authorities listed on Section 3.4 of the Company Disclosure Schedule or Section 4.4 of the Purchaser Disclosure Schedule and the approval of such applications, filings and notices, (e) the filing with the Securities and Exchange Commission (the "SEC") of a proxy statement in full. The trustee definitive form relating to the meeting of Seller shall the Company's stockholders to be duly authorized to execute, deliver and carry out held in connection with this Agreement and all of the transactions contemplated hereby, and shall have delivered to Buyer on the Closing Date certified copies of the documents containing such authorizations. All documents, Third-Party Consents and any other consents, approvals or other items required to be delivered hereunder to Buyer at or prior to Closing, or necessary for the consummation of the transactions, shall have been granted or obtained and delivered or shall be tendered at the Closing or new agreements shall have been issued with respect thereto in the name of Buyer on terms and conditions no less favorable than those presently held by the Companies, and such consents or new agreements, as the case may be, shall be valid and enforceable on the Closing Date. Without limiting the generality of the foregoing, all consents and approvals by governmental agencies that are required for the consummation of the transactions contemplated hereby (including any amendments or other agreements supplements thereto, the "Proxy Statement"), and of the registration statement on Form S-4 in which the Proxy Statement will be included as a prospectus, to be filed with the SEC by Purchaser in connection with the transactions contemplated hereby will have been obtainedby this Agreement (the "S-4") and declaration of effectiveness of the S-4, (f) the filing of the applicable Certificates of Merger with the New York Secretary pursuant to the NYBCL and the Delaware Secretary pursuant to the DGCL, and the waiting period filing of the Bank Merger Certificates and (g) such filings and approvals as are required to be made or obtained under the Xxxx-Xxxxx-Xxxxxx Anti-Trust Improvements Act securities or "Blue Sky" laws of 1976various states in connection with the issuance of the shares of Purchaser Common Stock pursuant to this Agreement and the approval of the listing of such Purchaser Common Stock on NASDAQ, as amendedno consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental authority or instrumentality or SRO (the each a "HSR ActGovernmental Entity") shall have been ------- terminatedare necessary in connection with (i) the execution and delivery by the Company of this Agreement or (ii) the consummation by the Company of the Merger and the other transactions contemplated hereby (including the Bank Merger). As of the date hereof, the Company is not aware of any reason why the necessary regulatory approvals and consents will not be received in order to permit consummation of the Merger and the Bank Merger on a timely basis.

Consents and Approvals. Seller shall have executed and delivered ---------------------- to Buyer on Except for (a) the Closing Date a certificate, dated that date, in form and substance reasonably satisfactory to Buyer to filing of an application with the effect that each Board of Governors of the conditions set forth in Sections 7.1(aFederal Reserve System (the "Federal Reserve Board") under the Bank Holding Company Act of 1956, as amended (the "BHC Act") and approval of such application, (b) hereof have been satisfied the filing of applications with the Federal Deposit Insurance Corporation ("FDIC") under the Bank Merger Act and the Federal Deposit Insurance Act and approval of such applications, (c) the filing of applications with the New York State Banking Department (the "Banking Department") and the approval of such applications, (d) the filing with the FDIC of a proxy statement in full. The trustee of Seller shall be duly authorized definitive form relating to execute, deliver and carry out this Agreement and all the meeting of the transactions contemplated hereby, and shall have delivered to Buyer on the Closing Date certified copies of the documents containing such authorizations. All documents, Third-Party Consents and any other consents, approvals or other items required Company's stockholders to be delivered hereunder to Buyer at or prior to Closing, or necessary for held in connection with the consummation of the transactions, shall have been granted or obtained Merger Documents and delivered or shall be tendered at the Closing or new agreements shall have been issued with respect thereto in the name of Buyer on terms and conditions no less favorable than those presently held by the Companies, and such consents or new agreements, as the case may be, shall be valid and enforceable on the Closing Date. Without limiting the generality of the foregoing, all consents and approvals by governmental agencies that are required for the consummation of the transactions contemplated hereby or other agreements contemplated hereby will have been obtained, and the waiting period under the Xxxx-Xxxxx-Xxxxxx Anti-Trust Improvements Act of 1976, as amended, thereby (the "HSR ActProxy Statement"), (e) the approval of this Agreement by the requisite vote of the stockholders of the Company, (f) the filing of the Plan of Merger with the Superintendent pursuant to the N.Y.B.L., (g) the filing of a notice or application with the National Association of Securities Dealers (the "NASD") shall have been ------- terminatedand the approval or lack of disapproval of such notice or application or (h) the filing of a notice or application with the Cayman Islands banking authorities and the approval or lack of disapproval of such notice or application and (i) such filings, authorizations or approvals as may be set forth in Section 4.4 of the Company Disclosure Schedule, no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental authority or instrumentality (each a "Governmental Entity") or with any third party are necessary in connection with the execution and delivery by the Company of the Merger Documents or the consummation by the Company of the Merger and the other transactions contemplated hereby and thereby.

Consents and Approvals. Seller shall have executed Except for (a) the filing of any required applications, filings and delivered ---------------------- to Buyer on notices, as applicable, with the Closing Date a certificateNYSE or Nasdaq, dated that date, in form and substance reasonably satisfactory to Buyer to the effect that each of the conditions set forth in Sections 7.1(a) and (b) hereof have been satisfied the filing of any required applications, filings and notices, as applicable, with the Federal Reserve Board under the BHC Act and Bank Merger Act and approval of such applications, filings and notices, (c) the filing of any required applications, filings and notices, as applicable, with the SEC, and approval of such applications, filings and notices, (d) the filing of any required notices with the OCC, (e) the filing of any required applications, filings and notices, as applicable, with the BFI of the VSCC in full. The trustee connection with the Mergers, and approval of Seller shall 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 duly authorized included), and the declaration of effectiveness of the Registration Statement, (g) the filing of the Articles of Merger with the VSCC pursuant to executethe VSCA, deliver and carry out (h) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of Buyer Common Stock pursuant to this Agreement and all the approval of the listing of such Buyer Common Stock on the NYSE, no consents or approvals of or filings or registrations with any Governmental Entity or any third party are necessary in connection with (i) the execution and delivery by Buyer of this Agreement or (ii) the consummation by Buyer of the Merger and the other transactions contemplated hereby, and shall have delivered to Buyer on hereby (including the Closing Date certified copies Bank Merger). As of the documents containing such authorizations. All documentsdate hereof, Third-Party Consents Bxxxx is not aware of any reason why the necessary regulatory approvals and any other consents, approvals or other items required consents will not be received in order to be delivered hereunder to Buyer at or prior to Closing, or necessary for the permit consummation of the transactions, shall have been granted or obtained and delivered or shall be tendered at the Closing or new agreements shall have been issued with respect thereto in the name of Buyer Mergers on terms and conditions no less favorable than those presently held by the Companies, and such consents or new agreements, as the case may be, shall be valid and enforceable on the Closing Date. Without limiting the generality of the foregoing, all consents and approvals by governmental agencies that are required for the consummation of the transactions contemplated hereby or other agreements contemplated hereby will have been obtained, and the waiting period under the Xxxx-Xxxxx-Xxxxxx Anti-Trust Improvements Act of 1976, as amended, (the "HSR Act") shall have been ------- terminateda timely basis.

Consents and Approvals. Seller shall have executed and delivered ---------------------- to Buyer on the Closing Date a certificate, dated that date, in form and substance reasonably satisfactory to Buyer to the effect that each of the conditions Except as specifically set forth in Sections 7.1(a) Schedule 2.1(f), the Company is not required to obtain any consent, waiver, authorization or order of, or make any filing or registration with, any court or other federal, state, local or other governmental authority or other person in connection with the execution, delivery and (b) hereof have been satisfied in full. The trustee of Seller shall be duly authorized to execute, deliver and carry out this Agreement and all performance by the Company of the transactions contemplated herebyTransaction Documents, and shall have delivered to Buyer on except for (i) the Closing Date certified copies filing of the documents containing such authorizations. All documents, Third-Party Consents and any other consents, approvals or other items required to be delivered hereunder to Buyer at or prior to Closing, or necessary for the consummation of the transactions, shall have been granted or obtained and delivered or shall be tendered at the Closing or new agreements shall have been issued with respect thereto in the name of Buyer on terms and conditions no less favorable than those presently held registration statement(s) contemplated by the Companies, and such consents or new agreements, as the case may be, shall be valid and enforceable on the Closing Date. Without limiting the generality of the foregoing, all consents and approvals by governmental agencies that are required for the consummation of the transactions contemplated hereby or other agreements contemplated hereby will have been obtained, and the waiting period under the Xxxx-Xxxxx-Xxxxxx Anti-Trust Improvements Act of 1976, as amended, Registration Rights Agreement (the "HSR ActUnderlying Shares Registration Statement(s)") with the Securities and Exchange Commission (the "Commission"), which shall have been ------- terminatedbe filed in the time periods set forth in the Registration Rights Agreement, (ii) the application(s) for the listing of the Underlying Shares and the Warrant Shares with the Nasdaq National Market, which shall be filed in accordance with Section 3.7 hereof (and with any other national securities exchange or market on which the Common Stock is then listed), (iii) any filings, notices or registrations under applicable state securities laws, and (iv) in all other cases, where the failure to obtain such consent, waiver, authorization or order, or to give or make such notice or filing, would not materially impair or delay the ability of the Company to effect the Closing and to deliver to the Purchasers the Transaction Notes (and, upon conversion of the Transaction Notes thereunder, the Underlying Shares) or the Transaction Warrants (and, upon exercise of the Transaction Warrants, the Warrant Shares) in the manner contemplated hereby and by the Registration Rights Agreement free and clear of all liens and encumbrances of any nature whatsoever (the approvals referred to in clauses (i) through (iii) above, together with the consents, waivers, authorizations, orders, notices and filings referred to in Schedule 2.1(f), are hereinafter referred to as the "Required Approvals"). The Company has no reason to believe that it will be unable to obtain the Required Approvals.

Consents and Approvals. Seller shall have executed Except for (i) filings of applications and delivered ---------------------- to Buyer on notices with, receipt of approvals or no objections from, and the Closing Date expiration of related waiting periods required by, federal and state banking authorities, including filings and notices with the Federal Reserve, and the VSCCBFI, (ii) the filing with the SEC of a certificate, dated that date, Proxy Statement-Prospectus in definitive form and substance reasonably satisfactory to Buyer relating to the effect that each meeting of the conditions set forth Company’s shareholders to be held in Sections 7.1(a) and (b) hereof have been satisfied in full. The trustee of Seller shall be duly authorized to execute, deliver and carry out connection with this Agreement and all of the transactions contemplated hereby, and shall have delivered to Buyer on the Closing Date certified copies of the documents containing such authorizations. All documents, Third-Party Consents and any other consents, approvals or other items required to be delivered hereunder to Buyer at or prior to Closing, or necessary for the consummation of the transactions, shall have been granted or obtained and delivered or shall be tendered at the Closing or new agreements shall have been issued with respect thereto in the name of Buyer on terms and conditions no less favorable than those presently held by the Companies, and such consents or new agreements, as the case may be, shall be valid and enforceable on the Closing Date. Without limiting the generality of the foregoing, all consents and approvals by governmental agencies that are required for the consummation of the transactions contemplated hereby or other agreements contemplated hereby and of the Registration Statement in which such proxy statements will have been obtainedbe included as a prospectus, and declaration of effectiveness of the waiting period Registration Statement, (iii) the filing of the Articles of Merger with the SCC pursuant to the VSCA and the filing of the Bank Merger Certificates, (iv) filing with the NASDAQ of a notification or application of the listing of the shares of Purchaser Common Stock to be issued in the Merger, and (v) such filings and approvals as are required to be made or obtained under the Xxxx-Xxxxx-Xxxxxx Anti-Trust Improvements Act securities or “Blue Sky” laws of 1976various states in connection with the issuance of shares of Purchaser Common Stock pursuant to this Agreement, as amendedno consents or approvals of, (or filings or registrations with, any Governmental Entity or any third party are required to be made or obtained by Purchaser in connection with the "HSR Act"execution and delivery by Purchaser of this Agreement or the consummation by Purchaser of the Merger and the other transactions contemplated by this Agreement, including the Bank Merger. 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) shall have been ------- terminatedshould not be obtained without the imposition of any material condition or restriction described in Section 6.2(e).

Consents and Approvals. Seller shall have executed Except for (i) filings of applications and delivered ---------------------- to Buyer on notices with, receipt of approvals or no objections from, and the Closing Date expiration of related waiting periods required by, federal and state banking authorities, including filings and notices with the Federal Reserve and the Virginia State Corporation Commission Bureau of Financial Institutions (“VSCCBFI”), (ii) the filing with the SEC of a certificate, dated that date, Proxy Statement-Prospectus in definitive form and substance reasonably satisfactory to Buyer relating to the effect that each meeting of the conditions set forth Company’s shareholders to be held in Sections 7.1(a) and (b) hereof have been satisfied in full. The trustee of Seller shall be duly authorized to execute, deliver and carry out connection with this Agreement and all of the transactions contemplated hereby, and shall have delivered to Buyer on the Closing Date certified copies of the documents containing such authorizations. All documents, Third-Party Consents and any other consents, approvals or other items required to be delivered hereunder to Buyer at or prior to Closing, or necessary for the consummation of the transactions, shall have been granted or obtained and delivered or shall be tendered at the Closing or new agreements shall have been issued with respect thereto in the name of Buyer on terms and conditions no less favorable than those presently held by the Companies, and such consents or new agreements, as the case may be, shall be valid and enforceable on the Closing Date. Without limiting the generality of the foregoing, all consents and approvals by governmental agencies that are required for the consummation of the transactions contemplated hereby or other agreements contemplated hereby and of the Registration Statement in which such proxy statement will have been obtainedbe included as a prospectus, and declaration of effectiveness of the waiting period Registration Statement, (iii) the filing of the Articles of Merger with the SCC pursuant to the VSCA and the filing of the Bank Merger Certificates, (iv) filing with the NASDAQ of a notification or application of the listing of the shares of Purchaser Common Stock to be issued in the Merger, (v) such filings and approvals as are required to be made or obtained under the Xxxx-Xxxxx-Xxxxxx Anti-Trust Improvements Act securities or “Blue Sky” laws of 1976various states in connection with the issuance of shares of Purchaser Common Stock pursuant to this Agreement, as amendedand (vi) the approval by the Company’s shareholders required to approve the Merger under Virginia law, (no consents or approvals of, or filings or registrations with, any Governmental Entity or any third party are required to be made or obtained by the "HSR Act"Company in connection with the execution and delivery by the Company of this Agreement or the consummation by the Company of the Merger and the other transactions contemplated by this Agreement, including the Bank Merger. 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) shall have been ------- terminatedshould not be obtained without the imposition of any material condition or restriction described in Section 6.2(e).

Consents and Approvals. Seller shall have executed The Sellers shall, at their cost and delivered ---------------------- expense, (i) use their respective reasonable best efforts to Buyer obtain all necessary Consents of all Governmental Entities (including the Consents listed on Schedule 5.4) and of all other Persons (including the Closing Date consent of each counterparty to any Company Contract), required in connection with the execution, delivery and performance by the Sellers of the Transaction Documents to which the Sellers are or will be a certificateparty, dated that dateand (ii) reasonably cooperate with the Buyers in connection with the matters described in this Section 8.2 and preparing and filing all documents required to be submitted by the Buyers, the Sellers or the Group Companies to any court, arbitrator or other Governmental Entities, in form connection with such transactions and substance reasonably satisfactory in obtaining any governmental consents, waivers, authorizations or approvals which may be required to Buyer be obtained by the Buyers, the Sellers or the Group Companies in connection with such transactions (which cooperation shall include furnishing to the effect Buyers, upon reasonable request, all information concerning the Sellers, the Beneficial Owners or the Group Companies that each counsel to the Buyers reasonably determines is required to be included in such documents), including by keeping the Buyers reasonably informed as to the status of such matters, considering the views of the conditions set forth Buyers in Sections 7.1(agood faith in connection therewith and advising the Buyers as soon as practicable after receiving any communication from any Governmental Entity relating to the transactions contemplated by this Agreement or otherwise materially affecting its ability to timely consummate such transactions. Notwithstanding the foregoing, the Sellers shall, as promptly as practicable and in no event later than fifteen (15) Business Days after the date hereof, file all documents and (b) hereof have been satisfied information required in fullconnection with obtaining FINRA Approval on a “Fast Track” basis. The trustee of Seller Sellers shall be duly authorized also as promptly as practicable send, or cause Xxxxxxx XX to executesend, deliver and carry out this Agreement and all written notification of the transactions contemplated hereby, and shall have delivered by this Agreement to Buyer on the Closing Date certified copies of the documents containing such authorizations. All documents, Third-Party Consents and any other consents, approvals or other items required to be delivered hereunder to Buyer at or prior to Closing, or necessary for the consummation of the transactions, shall have been granted or obtained and delivered or shall be tendered at the Closing or new agreements shall have been issued with respect thereto in the name of Buyer on terms and conditions no less favorable than those presently held by the Companies, and such consents or new agreements, as the case may be, shall be valid and enforceable on the Closing Date. Without limiting the generality of the foregoing, all consents and approvals by governmental agencies that are required for the consummation of the transactions contemplated hereby or other agreements contemplated hereby will have been obtained, and the waiting period under the Xxxx-Xxxxx-Xxxxxx Anti-Trust Improvements Act of 1976, as amended, (the "HSR Act") shall have been ------- terminatedstates where Xxxxxxx XX is registered.

Consents and Approvals. Seller shall have executed Except for (a) the filing of applications and delivered ---------------------- to Buyer on notices, as applicable, with the Closing Date a certificateOffice of Thrift Supervision ("OTS") under the Home Owners Loan Act, dated that dateas amended (" HOLA"), in form and substance reasonably satisfactory to Buyer the rules and regulations of the OTS, with the FDIC under the Bank Merger Act and the Federal Deposit Insurance Act and the rules and regulations of the FDIC, and, to the effect that each extent applicable, the filing of applications and notices with the conditions set forth in Sections 7.1(a) FRB and the OCC, and approval of such applications and notices, (b) hereof have been satisfied the filing of such applications, filings, authorizations, orders and approvals as may be required under applicable state law (the "State Banking Approvals"), (c) the filing with the SEC of a proxy statement in full. The trustee definitive form relating to the meeting of Seller shall the Company's stockholders to be duly authorized to execute, deliver and carry out held in connection with this Agreement and all of the transactions contemplated hereby, and shall have delivered to Buyer on the Closing Date certified copies of the documents containing such authorizations. All documents, Third-Party Consents and any other consents, approvals or other items required to be delivered hereunder to Buyer at or prior to Closing, or necessary for the consummation of the transactions, shall have been granted or obtained and delivered or shall be tendered at the Closing or new agreements shall have been issued with respect thereto in the name of Buyer on terms and conditions no less favorable than those presently held by the Companies, and such consents or new agreements, as the case may be, shall be valid and enforceable on the Closing Date. Without limiting the generality of the foregoing, all consents and approvals by governmental agencies that are required for the consummation of the transactions contemplated hereby or other agreements contemplated hereby will have been obtained, and the waiting period under the Xxxx-Xxxxx-Xxxxxx Anti-Trust Improvements Act of 1976, as amended, (the "HSR ActProxy Statement") shall have been ------- terminatedand the filing and declaration of effectiveness of the registration statement on Form S-4 (the "Form S-4") in which the Proxy Statement will be included as part of the prospectus contained therein, (d) the approval of this Agreement by the requisite vote of the stockholders of the Company, (e) the filing of the Certificate of Merger with the Secretaries pursuant to the DGCL and the NJBCA, (f) approval of the listing of the ICBC Common Stock to be issued in the Merger on the Nasdaq/NMS, and (g) such other filings, authorizations or approvals as may be set forth in Section 4.4 of the Company Disclosure Schedule, no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental authority or instrumentality (each a "Governmental Entity") or of or with any third party are necessary in connection with (1) the execution and delivery by the Company of this Agreement and the Bank Merger Agreement by the Company Bank and (2) the consummation by the Company of the Merger and the Company Bank of the Bank Merger Agreement and the other transactions contemplated hereby.

Consents and Approvals. Seller shall have executed and delivered ---------------------- to Buyer on Except for (a) the Closing Date a certificate, dated that date, in form and substance reasonably satisfactory to Buyer to the effect that each filing of the conditions set forth in Sections 7.1(a) and (b) hereof have been satisfied in full. The trustee of Seller shall be duly authorized to execute, deliver and carry out this Agreement and all of the transactions contemplated hereby, and shall have delivered to Buyer on the Closing Date certified copies of the documents containing such authorizations. All documents, Thirdpre-Party Consents and any other consents, approvals or other items required to be delivered hereunder to Buyer at or prior to Closing, or necessary for the consummation of the transactions, shall have been granted or obtained and delivered or shall be tendered at the Closing or new agreements shall have been issued with respect thereto in the name of Buyer on terms and conditions no less favorable than those presently held by the Companies, and such consents or new agreements, as the case may be, shall be valid and enforceable on the Closing Date. Without limiting the generality of the foregoing, all consents and approvals by governmental agencies that are required for the consummation of the transactions contemplated hereby or other agreements contemplated hereby will have been obtained, and the waiting period merger notification report under the XxxxHart-XxxxxScott-Xxxxxx Anti-Trust Rodino Antitrust Improvements Act of 1976, as amendedamended (xxx "XXX XXX"), (b) the filing with the Securities and Exchange Commission (the "HSR ActSEC") shall of (i) the Proxy Statement/Prospectus and (ii) such reports under the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement, (c) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL, (d) the filing of the Certificate of Amendment with the Secretary of State of the State of Delaware, (e) the filings with any court, administrative agency or commission or other governmental, regulatory or self-regulatory authority or instrumentality (each a "GOVERNMENTAL ENTITY") as required under applicable law in each case as set forth in Section 4.5 of the Company Disclosure Schedule, (f) the Company Stockholder Approval and the Charter Amendment Approval, (g) such filings as may be required under the rules and regulations of Nasdaq, (h) such filings, consents, or approvals as may be necessary with respect to any Company Permit or any other permit or license held by the Company or its Subsidiaries in respect of the Company's real estate brokerage, real estate exchange, loan brokerage, mortgage brokerage, call center, or other financing or brokerage business and (i) such other filings, the failure of which to make would not, individually or in the aggregate, have a Material Adverse Effect on the Company, no consents or approvals of or filings or registrations with any Governmental Entity or third party are necessary in connection with (A) the execution and delivery by the Company of this Agreement and (B) the consummation by the Company of the transactions contemplated hereby. As of the date hereof, to the Company's knowledge, there is no reason, relating to the Company and its Subsidiaries, the operation of their businesses or the terms of this Agreement, why the receipt of any such consents or approvals will not be obtained in a customary time frame once complete and appropriate filings have been ------- terminatedmade by the Company and Parent.

Consents and Approvals. Seller The Company shall have executed received (i) all approvals, clearances, consents and delivered ---------------------- to Buyer on the Closing Date a certificate, dated that date, in form and substance reasonably satisfactory to Buyer to the effect that each of the conditions authorizations set forth in Sections 7.1(aon Schedule ‎7.02(g) and (b) hereof have been satisfied in full. The trustee of Seller shall be duly authorized to execute, deliver and carry out this Agreement and all of the transactions contemplated hereby, and shall have delivered to Buyer on the Closing Date certified copies of the documents containing such authorizations. All documents, Third-Party Consents and any other consents, approvals or other items required to be delivered hereunder to Buyer at or prior to Closing, or necessary obtained from the DOT and FAA for the consummation of the transactionsInvestment and the other transactions contemplated hereby, which approvals, clearances, consents and authorizations have not been stayed or vacated and (ii) all other Regulatory Approvals (other than waiting periods imposed by applicable Law as referred to later in this paragraph) set forth on Schedule ‎7.02(g), which shall have been granted become final and unappealable, and (iii) all other material approvals, permits, authorizations, exemptions, consents, licenses and agreements from other third parties that are necessary to permit the transactions contemplated hereby and to permit the reorganized Company to carry on its business after such transactions in a manner not materially inconsistent with the manner in which it was carried on prior to the Effective Date (together with the Regulatory Approvals (the approvals described in clauses (i), (ii) and (iii), the “Approvals”), which Approvals shall not contain any condition or obtained and delivered or shall be tendered at the Closing or new agreements shall have been issued with respect thereto restriction that, in the name Investor’s reasonable judgment, materially impairs the reorganized Company’s ability to carry on its business or materially restricts any business activity of Buyer on terms and conditions no less favorable than those presently held by the Investor or the Companies, and such consents or new agreements, as the case may be, shall be valid and enforceable on the Closing Date. Without limiting the generality of Notwithstanding the foregoing, all consents and the parties recognize that the DOT or FAA may issue temporary or interim approvals by governmental agencies or exemptions (the “Initial Approvals”) that are required for allow the consummation of the transactions contemplated hereby Investment and that may require subsequent additional approvals. Such Initial Approvals shall be sufficient to fulfill the requirements of this Section ‎7.02(g) as to that corresponding Approval, but not with respect to any other Approvals. For the avoidance of doubt, the Investor confirms that any approval, clearance, consent or other agreements contemplated hereby will have been obtained, and the waiting period authorization under the Xxxx-Xxxxx-Xxxxxx Anti-Trust Improvements HSR Act of 1976, as amended, (the "HSR Act") shall have has been ------- terminatedreceived or otherwise satisfied.

Consents and Approvals. Seller shall have executed Except for (a) the filing of applications and delivered ---------------------- to Buyer on notices, as applicable, with the Closing Date a certificate, dated that date, in form and substance reasonably satisfactory to Buyer to the effect that each Board of Governors of the conditions set forth in Sections 7.1(aFederal Reserve System (“FRB”) and approval of such applications and notices, (b) hereof have been satisfied the filing of applications and notices, as applicable, with the FDIC and approval of such applications and notices, (c) the filing of applications and notices, as applicable, with the New Jersey Department and approval of such applications and notices, (d) the filing with the Securities and Exchange Commission (the “SEC”) and declaration of effectiveness of the registration statement on Form S-4 (the “S-4”) in full. The trustee which a proxy statement in definitive form relating to the meeting of Seller shall RFH’s shareholders to be duly authorized to execute, deliver and carry out held in connection with this Agreement and all of the transactions contemplated hereby, and shall have delivered to Buyer on the Closing Date certified copies of the documents containing such authorizations. All documents, Third-Party Consents and any other consents, approvals or other items required to be delivered hereunder to Buyer at or prior to Closing, or necessary for the consummation of the transactions, shall have been granted or obtained and delivered or shall be tendered at the Closing or new agreements shall have been issued with respect thereto in the name of Buyer on terms and conditions no less favorable than those presently held by the Companies, and such consents or new agreements, as the case may be, shall be valid and enforceable on the Closing Date. Without limiting the generality of the foregoing, all consents and approvals by governmental agencies that are required for the consummation of the transactions contemplated hereby (the “Proxy Statement”) and a prospectus with respect to the issuance of the 1st Constitution Common Stock will be included, (e) the approval of this Agreement and the Merger by the requisite vote of the shareholders of RFH, (f) approval of the listing of the 1st Constitution Common Stock to be issued in the Merger on the NASDAQ Global Market, (g) such filings as shall be required to be made with any applicable state securities bureaus or commissions, (h) such consents, authorizations or approvals as shall be required under the Environmental Laws and (i) such other filings, authorizations or approvals as may be set forth in Section 3.4 of the RFH Disclosure Schedule, no consents or approvals of or filings or registrations with any court, administrative agency or commission or other agreements contemplated hereby will have been obtained, governmental authority or instrumentality (each a “Governmental Entity”) or with any third party are necessary on behalf of RFH in connection with (1) the execution and delivery by RFH of this Agreement and (2) the consummation by RFH of the Merger and the waiting period under the Xxxx-Xxxxx-Xxxxxx Anti-Trust Improvements Act of 1976, as amended, (the "HSR Act") shall have been ------- terminatedother transactions contemplated hereby.

Consents and Approvals. Seller shall have executed and delivered ---------------------- to Buyer on the Closing Date a certificate, dated that date, in form and substance reasonably satisfactory to Buyer to the effect that each of the conditions Except as specifically set forth in Sections 7.1(a) Schedule 2.1(f), the Company is not required to obtain any consent, waiver, authorization or order of, or make any filing or registration with, any court or other federal, state, local or other governmental authority or other person in connection with the execution, delivery and (b) hereof have been satisfied in full. The trustee of Seller shall be duly authorized to execute, deliver and carry out this Agreement and all performance by the Company of the transactions contemplated herebyTransaction Documents, and shall have delivered to Buyer on except for (i) the Closing Date certified copies filing of the documents containing such authorizations. All documents, Third-Party Consents and any other consents, approvals or other items required to be delivered hereunder to Buyer at or prior to Closing, or necessary for the consummation of the transactions, shall have been granted or obtained and delivered or shall be tendered at the Closing or new agreements shall have been issued with respect thereto in the name of Buyer on terms and conditions no less favorable than those presently held registration statement(s) contemplated by the Companies, and such consents or new agreements, as the case may be, shall be valid and enforceable on the Closing Date. Without limiting the generality of the foregoing, all consents and approvals by governmental agencies that are required for the consummation of the transactions contemplated hereby or other agreements contemplated hereby will have been obtained, and the waiting period under the Xxxx-Xxxxx-Xxxxxx Anti-Trust Improvements Act of 1976, as amended, Registration Rights Agreement (the "HSR ActUnderlying Shares Registration Statement(s)") with the Securities and Exchange Commission (the "Commission"), which shall have been ------- terminatedbe filed in the time periods set forth in the Registration Rights Agreement, (ii) the application(s) or any letter(s) acceptable to the Nasdaq National Market for the listing of the Underlying Shares and the Warrant Shares with the Nasdaq National Market, which shall be filed in accordance with Section 3.7 hereof (and with any other national securities exchange or market on which the Common Stock is then listed), (iii) any filings, notices or registrations under applicable state securities laws, and (iv) other than, in all other cases, where the failure to obtain such consent, waiver, authorization or order, or to give or make such notice or filing, would not materially impair or delay the ability of the Company to effect the Closing and to deliver to the Purchasers the Notes (and, upon conversion of the Notes thereunder, the Underlying Shares) or the Warrants (and, upon exercise of the Warrants, the Warrant Shares) in the manner contemplated hereby and by the Registration Rights Agreement free and clear of all liens and encumbrances of any nature whatsoever (together with the consents, waivers, authorizations, orders, notices and filings referred to in Schedule 2.1(f), the "Required Approvals"). The Company has no reason to believe that it will be unable to obtain the Required Approvals.

Consents and Approvals. Seller shall have executed and delivered ---------------------- to Buyer on Except for (a) the Closing Date a certificate, dated that date, in form and substance reasonably satisfactory to Buyer to filing of an application with the effect that each Board of Governors of the conditions set forth Federal Reserve System (the "Federal Reserve") under the BHCA and the approval of such application, (b) the filing of an application with the New York State Banking Department (the "New York Banking Department") and the approval of such applications, (c) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (d) the filing with the Securities and Exchange Commission (the "SEC") of (i) the Joint Proxy Statement/Prospectus (as defined in Sections 7.1(aSection 6.1 hereof) and (bii) hereof have been satisfied such reports under Sections 13(a), 13(d), 13(g) and 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as may be required in full. The trustee of Seller shall be duly authorized to execute, deliver and carry out connection with this Agreement and all of the transactions contemplated hereby, and shall have delivered to Buyer on the Closing Date certified copies of the documents containing such authorizations. All documents, Third-Party Consents and any other consents, approvals or other items required to be delivered hereunder to Buyer at or prior to Closing, or necessary for the consummation of the transactions, shall have been granted or obtained and delivered or shall be tendered at the Closing or new agreements shall have been issued with respect thereto in the name of Buyer on terms and conditions no less favorable than those presently held by the Companies, and such consents or new agreements, as the case may be, shall be valid and enforceable on the Closing Date. Without limiting the generality of the foregoing, all consents and approvals by governmental agencies that are required for the consummation of the transactions contemplated hereby and the obtaining from the SEC of such orders as may be required in connection therewith, (e) the approval of this Agreement by the requisite vote of the stockholders of GreenPoint and North Fork, (f) approval of the listing of North Fork Common Stock to be issued in the Merger on the NYSE, (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 North Fork Common Stock pursuant to this Agreement, (h) such filings, authorizations or approvals as may be set forth in Section 3.6 of the GreenPoint Disclosure Schedule, (i) such applications, filings, authorizations, approvals and orders as may be required under the laws of any state in respect of GreenPoint's mortgage business, and (j) such applications, filings, authorizations, approvals and orders as may be required to be made with, or obtained from, any Agency (as such term is defined in Section 3.24(e)), no consents or approvals of or filings or registrations with any court, agency or commission or other agreements contemplated hereby will have been obtainedgovernmental or regulatory authority, including any Regulatory Agency (as defined in Section 3.7(a) hereof) (each a "Governmental Entity") or with any third party are necessary in connection with the execution and delivery by GreenPoint of this Agreement or the consummation by GreenPoint of the Merger and the waiting period under the Xxxx-Xxxxx-Xxxxxx Anti-Trust Improvements Act of 1976, as amended, (the "HSR Act") shall have been ------- terminatedother transactions contemplated hereby.

Consents and Approvals. Seller shall have executed and delivered ---------------------- to Buyer on Except for (a) the Closing Date a certificate, dated that date, in form and substance reasonably satisfactory to Buyer to filing of an application with the effect that each Board of Governors of the conditions set forth Federal Reserve System (the “Federal Reserve”) under the BHCA and the approval of such application, (b) the filing of an application with the New York State Banking Department (the “New York Banking Department”) and the approval of such applications, (c) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (d) the filing with the Securities and Exchange Commission (the “SEC”) of (i) the Joint Proxy Statement/Prospectus (as defined in Sections 7.1(aSection 6.1 hereof) and (bii) hereof have been satisfied such reports under Sections 13(a), 13(d), 13(g) and 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as may be required in full. The trustee of Seller shall be duly authorized to execute, deliver and carry out connection with this Agreement and all of the transactions contemplated hereby, and shall have delivered to Buyer on the Closing Date certified copies of the documents containing such authorizations. All documents, Third-Party Consents and any other consents, approvals or other items required to be delivered hereunder to Buyer at or prior to Closing, or necessary for the consummation of the transactions, shall have been granted or obtained and delivered or shall be tendered at the Closing or new agreements shall have been issued with respect thereto in the name of Buyer on terms and conditions no less favorable than those presently held by the Companies, and such consents or new agreements, as the case may be, shall be valid and enforceable on the Closing Date. Without limiting the generality of the foregoing, all consents and approvals by governmental agencies that are required for the consummation of the transactions contemplated hereby and the obtaining from the SEC of such orders as may be required in connection therewith, (e) the approval of this Agreement by the requisite vote of the stockholders of GreenPoint and North Fork, (f) approval of the listing of North Fork Common Stock to be issued in the Merger on the NYSE, (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 North Fork Common Stock pursuant to this Agreement, (h) such filings, authorizations or approvals as may be set forth in Section 3.6 of the GreenPoint Disclosure Schedule, (i) such applications, filings, authorizations, approvals and orders as may be required under the laws of any state in respect of GreenPoint’s mortgage business, and (j) such applications, filings, authorizations, approvals and orders as may be required to be made with, or obtained from, any Agency (as such term is defined in Section 3.24(e)), no consents or approvals of or filings or registrations with any court, agency or commission or other agreements contemplated hereby will have been obtainedgovernmental or regulatory authority, including any Regulatory Agency (as defined in Section 3.7(a) hereof) (each a “Governmental Entity”) or with any third party are necessary in connection with the execution and delivery by GreenPoint of this Agreement or the consummation by GreenPoint of the Merger and the waiting period under the Xxxx-Xxxxx-Xxxxxx Anti-Trust Improvements Act of 1976, as amended, (the "HSR Act") shall have been ------- terminatedother transactions contemplated hereby.

Consents and Approvals. Seller shall have executed and delivered ---------------------- to Buyer on Except for (a) the Closing Date a certificate, dated that date, in form and substance reasonably satisfactory to Buyer to the effect that each filing of the conditions pre-merger notification report under the HSR Act, (b) the filing with the SEC of (i) the Proxy Statement/Prospectus, (ii) a Registration Statement of Parent on Form S-4 with respect to shares of Parent Common Stock which may be issued to stockholders of the Company in the Merger or pursuant to converted Company Options (together with any amendments or supplements thereto, the "REGISTRATION STATEMENT") and (iii) such reports under the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby, (c) such filings and approvals as are required to be made or obtained under the securities or "Blue Sky" laws of various states in connection with the issuance of the shares of Parent Common Stock pursuant to this Agreement, (d) the filing of applications for the authorization of quotation on NASDAQ or such other national exchange on which the Parent Common Stock is quoted or listed at the Effective Time of the Parent Common Stock issuable under this Agreement, (e) the Company Stockholder Approval, (f) the filings with any Governmental Entity as required under applicable law in each case as expressly set forth in Sections 7.1(aSection 5.5 of the Parent Disclosure Schedule, (g) the filing of the Certificate of Merger and the Amended and Restated Certificate of Incorporation of the Surviving Corporation with the Secretary of State of the State of Delaware pursuant to the DGCL, and (bh) hereof consents and approvals previously obtained, (i) such filings, consents and approvals in respect of the Company Permits (without giving effect to the materiality qualifier contained in the definition thereof) as are required by applicable law and (j) such other consents, approvals or filings the failure of which to obtain or make would not, individually or in the aggregate, have been satisfied a Material Adverse Effect on Parent, no consents or approvals of or filings or registrations with any Governmental Entity or third party are necessary in full. The trustee connection with (A) the execution and delivery by Parent or Merger Sub of Seller shall be duly authorized to execute, deliver and carry out this Agreement and all (B) the consummation by Parent or Merger Sub of the transactions contemplated hereby, and shall have delivered to Buyer on the Closing Date certified copies . As of the documents containing such authorizations. All documentsdate hereof, Third-Party Consents and to Parent's Knowledge, there is no reason why the receipt of any other consents, approvals or other items required to be delivered hereunder to Buyer at or prior to Closing, or necessary for the consummation of the transactions, shall have been granted or obtained and delivered or shall be tendered at the Closing or new agreements shall have been issued with respect thereto in the name of Buyer on terms and conditions no less favorable than those presently held by the Companies, and such consents or new agreements, as the case may be, shall approvals will not be valid obtained in a customary time frame once complete and enforceable on the Closing Date. Without limiting the generality of the foregoing, all consents and approvals by governmental agencies that are required for the consummation of the transactions contemplated hereby or other agreements contemplated hereby will appropriate filings have been obtained, made by the Company and the waiting period under the Xxxx-Xxxxx-Xxxxxx Anti-Trust Improvements Act of 1976, as amended, (the "HSR Act") shall have been ------- terminatedParent.

Consents and Approvals. Seller shall have executed Except for (a) the filing of applications and delivered ---------------------- notices, as applicable, with the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) under the BHC Act and approval of such applications and notices, (b) the Company Stockholder Approval, (c) the filing of applications with the Director of the Financial Institutions Division of the State of New Mexico and approval of such applications, (d) the filing of Articles of Merger with the Public Regulation Commission of the State of New Mexico pursuant the NMBCA, (e) the filing of this Agreement and the Bank Merger Agreement together with copies of the resolutions of the Company and the Buyer approving this Agreement and the Bank Merger Agreement, a certificate of the appropriate officers of the Company that shareholders voted to approve this Agreement and a certificate evidencing approval of the Subsidiary Merger by the sole shareholder of the Bank with the Director of Financial Institutions Division pursuant to the NMIBA and the Public Regulation Commission of the State of New Mexico, (f) the authorization to list shares of Buyer Common Stock to be issued in the Merger on the Closing Date a certificateNASDAQ, dated that date, in form (g) the filing and substance reasonably satisfactory to Buyer to the effect that each declaration of effectiveness of the conditions registration statement on Form S-4 covering all of the shares of Buyer Common Stock to be issued in the Merger in which the proxy statement/prospectus will be included as a prospectus (“S-4”) and any filing or approvals under applicable state securities laws, (h) such filings, authorizations or approvals as may be set forth in Sections 7.1(a) Section 3.4 of the Company Disclosure Schedule and (bi) hereof consents, approvals, filings or registrations the failure of which to be obtained or made will not have been satisfied and would not reasonably be expected to have, individually or in full. The trustee the aggregate, a Material Adverse Effect on the Company, no consents or approvals of Seller shall be duly authorized to executeor filings or registrations with any court, deliver administrative agency or commission or other governmental authority or instrumentality (each a “Governmental Entity”) or with any third party are necessary in connection with (i) the execution and carry out delivery by the Company or the Bank of this Agreement and all or (ii) the consummation by the Company or the Bank of the Merger and the other transactions contemplated hereby, and shall have delivered to Buyer on the Closing Date certified copies of the documents containing such authorizations. All documents, Third-Party Consents and any other consents, approvals or other items required to be delivered hereunder to Buyer at or prior to Closing, or necessary for the consummation of the transactions, shall have been granted or obtained and delivered or shall be tendered at the Closing or new agreements shall have been issued with respect thereto in the name of Buyer on terms and conditions no less favorable than those presently held by the Companies, and such consents or new agreements, as the case may be, shall be valid and enforceable on the Closing Date. Without limiting the generality of the foregoing, all consents and approvals by governmental agencies that are required for the consummation of the transactions contemplated hereby or other agreements contemplated hereby will have been obtained, and the waiting period under the Xxxx-Xxxxx-Xxxxxx Anti-Trust Improvements Act of 1976, as amended, (the "HSR Act") shall have been ------- terminated.

Consents and Approvals. Seller shall have executed (a) Except for (i) the filing of applications and delivered ---------------------- to Buyer on the Closing Date a certificatenotices, dated that dateas applicable, in form and substance reasonably satisfactory to Buyer as to the effect Merger and the Bank Merger with the OTS under the HOLA and the Bank Merger Act and approval of such applications and notices, (ii) the filing with the SEC of a registration statement on Form S-4 to register the shares of Xxxxxxx Common Stock to be issued in connection with the Merger (including the shares of Xxxxxxx Common Stock that each may be issued upon the exercise of the conditions set forth options referred to in Sections 7.1(aSection 1.6 hereof), which will include the joint proxy statement/prospectus (the "Joint Proxy Statement/Prospectus") to be used in soliciting the requisite approvals of Xxxxxxx stockholders and Eagle stockholders at special meetings of such stockholders (bthe "Eagle Meeting" and the "Xxxxxxx Meeting," respectively) hereof have been satisfied to be held in full. The trustee of Seller shall be duly authorized to execute, deliver and carry out connection with this Agreement and all of the transactions contemplated hereby, and shall have delivered to Buyer on (iii) the Closing Date certified copies approval of this Agreement by the requisite vote of the documents containing stockholders of Eagle and the requisite approval, if any, of Eagle stockholders in connection with the Option Agreement pursuant to the Eagle Restated Certificate of Incorporation, (iv) the approval of this Agreement by the requisite vote of the stockholders of Xxxxxxx, (v) the filing of the Certificate of Merger with the Secretary of State of Delaware pursuant to the DGCL and (vi) the filings required in connection with the Bank Merger Agree- ment and the Bank Merger, no consents or approvals of or fil- ings or registrations with any court, administrative agency or commission or other governmental authority or instrumentality (each a "Governmental Entity"), or with any third party are necessary in connection with (1) the execution and delivery by Eagle of this Agreement and the Option Agreement, (2) the con- summation by Eagle of the Merger and the other transactions contemplated hereby, (3) the execution and delivery by Eagle Bank of the Bank Merger Agreement, (4) the consummation by Eagle of transactions contemplated by the Option Agreement; and (5) the performance by Eagle Bank of the Bank Merger Agreement and the transactions contemplated thereby, except, in each case, for such authorizations. All documents, Third-Party Consents and any other consents, approvals or other items required filings, the failure of which to be delivered hereunder to Buyer at or prior to Closing, or necessary for the consummation of the transactions, shall obtain will not have been granted or obtained and delivered or shall be tendered at the Closing or new agreements shall have been issued with respect thereto in the name of Buyer on terms and conditions no less favorable than those presently held by the Companies, and such consents or new agreements, as the case may be, shall be valid and enforceable a material adverse effect on the Closing Date. Without limiting the generality ability of the foregoing, all consents and approvals by governmental agencies that are required for the consummation of Xxxxxxx to consummate the transactions contemplated hereby or other agreements contemplated hereby will have been obtained, and the waiting period under the Xxxx-Xxxxx-Xxxxxx Anti-Trust Improvements Act of 1976, as amended, (the "HSR Act") shall have been ------- terminatedhereby.

Consents and Approvals. Seller shall have executed Except for (i) the filing of applications and delivered ---------------------- to Buyer on notices, as applicable, with the Closing Date a certificateFRB, dated that datethe FDIC, in form the MCB and substance reasonably satisfactory to Buyer the GDBF, with respect to the effect that each Merger and the Bank Merger, as applicable, and approval of such applications and notices, (ii) the Other Regulatory Approvals, (iii) the filing with the SEC of the conditions set forth in Sections 7.1(aForm S-4 (which shall include the Approval Document/Prospectus) and (b) hereof have been satisfied in full. The trustee declaration of Seller shall be duly authorized to execute, deliver and carry out this Agreement and all effectiveness of the transactions contemplated herebyForm S-4 by the SEC, and shall have delivered to Buyer on (iv) compliance with the Closing Date certified copies applicable requirements of the documents containing Exchange Act and such authorizations. All documents, Third-Party Consents filings and any other consents, approvals or other items as are required to be delivered hereunder made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of Buyer Common Stock constituting a portion of the Merger Consideration pursuant to Buyer at this Agreement, and (v) the filing of the Articles of Merger with the Georgia Secretary pursuant to the GBCC, the filing of the Articles of Merger with the Mississippi Secretary pursuant to the MBCA and the filing of the Bank Merger Certificates, no consents or prior to Closingapprovals of or filings or registrations with any Governmental Entity or Regulatory Agency are necessary by Seller or Seller Bank in connection with (A) the execution and delivery by Seller and Seller Bank of this Agreement or (B) the consummation by Seller or any of its Subsidiaries, as applicable, of the Merger and the other transactions contemplated hereby (including the Bank Merger). Except for any consents, authorizations, or approvals which are listed in Sections 4.3 or 4.4 of the Seller Disclosure Schedule, receipt of the Requisite Seller Approval and adoption and approval of the Bank Merger by Seller as the sole shareholder of Seller Bank, no consents, authorizations, or approvals of any person, other than a Governmental Entity or Regulatory Agency, are necessary for by Seller or Seller Bank in connection with (x) the execution and delivery by Seller and Seller Bank of this Agreement or (y) the consummation by Seller or any of its Subsidiaries, as applicable, of the Merger and the other transactions contemplated hereby (including the Bank Merger). As of the date hereof, Seller has no knowledge of any reason why the necessary regulatory approvals and consents will not be received to permit consummation of the transactionsMerger, shall have been granted or obtained the Bank Merger and delivered or shall be tendered at the Closing or new agreements shall have been issued with respect thereto in the name of Buyer on terms and conditions no less favorable than those presently held by the Companies, and such consents or new agreements, as the case may be, shall be valid and enforceable on the Closing Date. Without limiting the generality of the foregoing, all consents and approvals by governmental agencies that are required for the consummation of the other transactions contemplated hereby or other agreements contemplated hereby will have been obtained, and the waiting period under the Xxxx-Xxxxx-Xxxxxx Anti-Trust Improvements Act of 1976, as amended, (the "HSR Act") shall have been ------- terminatedherein on a timely basis.

Consents and Approvals. Seller shall have executed Except for (a) the filing of applications and delivered ---------------------- notices, as applicable, with the FDIC and approval of such applications and notices, (b) the filing of applications and notices, as applicable, with the New Jersey Department and the New York Department and approval of such applications and notices, (c) the filing of applications and waiver requests, as applicable, with the FRB, (d) the filing with the Securities and Exchange Commission (“SEC”) and the declaration of effectiveness by the SEC of the registration statement on Form S-4 (the “S-4”) in which the Proxy Statement for the meeting of shareholders of Greater Xxxxxx to Buyer vote upon the Merger will be included as a proxy statement and prospectus (the “Proxy Statement”), (e) the approval of the Greater Xxxxxx Shareholder Matters by the requisite vote of the shareholders of Greater Xxxxxx, (f) the filing of the Certificate of Merger with the New Jersey Department, (g) approval of the listing of the ConnectOne Common Stock to be issued in the Merger on the Closing Date a certificateNASDAQ Global Select Market, dated that date(h) such filings as shall be required to be made with any applicable state securities bureaus or commissions, in form (i) such consents, authorizations or approvals as shall be required under the Environmental Laws and substance reasonably satisfactory to Buyer to the effect that each of the conditions (j) such other filings, authorizations or approvals as may be set forth in Sections 7.1(aSection 3.4 of the Greater Xxxxxx Disclosure Schedule, no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental authority or instrumentality (each a “Governmental Entity”) or with any third party (other than consents or approvals of third parties the absence of which will not have a Material Adverse Effect on Greater Xxxxxx and its Subsidiaries taken as a whole) are necessary on behalf of Greater Xxxxxx in connection with (b1) hereof have been satisfied in full. The trustee the execution and delivery by Greater Xxxxxx of Seller shall be duly authorized to execute, deliver and carry out this Agreement and all (2) the consummation by Greater Xxxxxx of the Merger and the other transactions contemplated hereby, and shall have delivered to Buyer on the Closing Date certified copies of the documents containing such authorizations. All documents, Third-Party Consents and any other consents, approvals or other items required to be delivered hereunder to Buyer at or prior to Closing, or necessary for the consummation of the transactions, shall have been granted or obtained and delivered or shall be tendered at the Closing or new agreements shall have been issued with respect thereto in the name of Buyer on terms and conditions no less favorable than those presently held by the Companies, and such consents or new agreements, as the case may be, shall be valid and enforceable on the Closing Date. Without limiting the generality of the foregoing, all consents and approvals by governmental agencies that are required for the consummation of the transactions contemplated hereby or other agreements contemplated hereby will have been obtained, and the waiting period under the Xxxx-Xxxxx-Xxxxxx Anti-Trust Improvements Act of 1976, as amended, (the "HSR Act") shall have been ------- terminated.

Consents and Approvals. Seller shall have executed and delivered ---------------------- to Buyer on the Closing Date No consent, approval, order, notification or authorization of, action, nonaction by or in respect of, waiver, clearance, or registration, declaration or filing with, any federal, state, local or foreign government, any court, administrative, regulatory or other governmental agency, commission or authority or any non-governmental self-regulatory agency, securities exchange, commission or authority (each, a certificate, dated that date, in form and substance reasonably satisfactory to Buyer “Governmental Authority”) is required by or with respect to the effect that each Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement by the Company or the consummation by the Company of the conditions set forth in Sections 7.1(a) and (b) hereof have been satisfied in full. The trustee of Seller shall be duly authorized to execute, deliver and carry out this Agreement and all of Merger or the other transactions contemplated herebyby this Agreement, and shall have delivered to Buyer on except for those required under or in relation to: (a) the Closing Date certified copies applicable requirements of the documents containing such authorizations. All documents, Third-Party Consents and any other consents, approvals or other items required to be delivered hereunder to Buyer at or prior to Closing, or necessary for the consummation of the transactions, shall have been granted or obtained and delivered or shall be tendered at the Closing or new agreements shall have been issued with respect thereto in the name of Buyer on terms and conditions no less favorable than those presently held by the Companies, and such consents or new agreements, as the case may be, shall be valid and enforceable on the Closing Date. Without limiting the generality of the foregoing, all consents and approvals by governmental agencies that are required for the consummation of the transactions contemplated hereby or other agreements contemplated hereby will have been obtained, and the waiting period under the Xxxx-Xxxxx-Xxxxxx Anti-Trust Antitrust Improvements Act of 1976, as amendedamended (the “XXX Xxx”), xxxxxxxxx xxx XXX Xxxxxxxx, (x) the "HSR Act"filings pursuant to the Exchange Act in connection with: (i) shall have been ------- terminatedthe Company Stockholder Approval (to the extent required by applicable Law and including, but not limited to, the proxy or information statement requirements), (ii) the Offer Documents, (iii) the Schedule 14D-9 and (iv) such other Exchange Act reports as may be required in connection with this Agreement and the transactions contemplated hereby; (c) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and the filing of appropriate documents with the relevant authorities of other states in which the Company is qualified to do business; (d) the filing of the insurance regulatory approvals listed on Section 3.04(d) of the Company Disclosure Schedule; (e) approval of the airport authorities listed on Section 3.04(e) of the Company Disclosure Schedule with respect to the corresponding airport concessions, licenses and leases listed on Section 3.04(e) of the Company Disclosure Schedule and (f) those which if not obtained or made would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on the Company.

Consents and Approvals. Seller shall have executed Except for (a) the filing of applications with the Board of Governors of the Federal Reserve System (the "Federal Reserve Board") under the BHC Act and delivered ---------------------- to Buyer on approval of such applications, (b) the Closing Date filing of an application with the FDIC under the Bank Merger Act and approval of such application, (c) filings with the New Hampshire Bank Commissioner (the "Commissioner") and the New Hampshire Board of Trust Company Incorporation (the "BTCI") (the "State Banking Approvals"), (d) the filing with the Securities and Exchange Commission (the "SEC") of a certificate, dated that date, proxy statement in definitive form and substance reasonably satisfactory to Buyer relating to the effect that each meeting of the conditions Company's shareholders (the "Company Shareholder Meeting") and the meeting of the Purchaser's shareholders (the "Purchaser Shareholder Meeting") (collectively, the Company Shareholder Meeting and Purchaser Shareholder Meeting shall be referred to as the "Shareholder Meetings") to be held in connection with this Agreement and the transactions contemplated hereby (the "Proxy Statement"), which Proxy Statement shall be part of and included in a Registration Statement on Form S-4 (the "Registration Statement") filed with the SEC by Parent to register the shares of Parent Common Stock to be issued pursuant to the terms of this Agreement, (e) the approval of this Agreement by the requisite vote of the shareholders of the Company, Purchaser and Parent and the Board of Directors of Parent, (f) the filing of the Articles of Merger with the Secretary pursuant to the New Hampshire Business Corporation Act, (g) such filings, authorizations or approvals as may be set forth in Sections 7.1(a) Section 3.04 of the Company Disclosure Schedule, and (bh) hereof have been satisfied such filings and approvals as are required to be made or obtained under the securities or "Blue Sky" laws of various states in full. The trustee connection with the issuance of Seller shall be duly authorized shares of Parent Common Stock pursuant to executethis Agreement, deliver no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental authority or instrumentality (each a "Governmental Entity") or with any third party are necessary in connection with the execution and carry out delivery by the Company and the Bank of this Agreement and all the consummation of the Merger and the other transactions contemplated hereby, and shall have delivered except where the failure to Buyer on the Closing Date certified copies of the documents containing such authorizations. All documents, Third-Party Consents and any other consents, approvals or other items required to be delivered hereunder to Buyer at or prior to Closing, or necessary for the consummation of the transactions, shall have been granted or obtained and delivered or shall be tendered at the Closing or new agreements shall have been issued with respect thereto in the name of Buyer on terms and conditions no less favorable than those presently held by the Companies, and obtain such consents or new agreementsapprovals, as or to make such filings or registrations, would not prevent the case may be, shall be valid and enforceable on Company or the Closing Date. Without limiting the generality of the foregoing, all consents and approvals by governmental agencies that are required for the consummation of the transactions contemplated hereby or other agreements contemplated hereby will have been obtained, and the waiting period Bank from performing their respective obligations under the Xxxx-Xxxxx-Xxxxxx Anti-Trust Improvements Act of 1976, as amended, (the "HSR Act") shall have been ------- terminatedthis Agreement.

Consents and Approvals. Seller shall have executed (a) Except for: (i) the filings of applications or notices with, and delivered ---------------------- to Buyer approvals or waivers by, the Federal Reserve Board, the FDIC and the CDBO; (ii) the filing with the SEC and declaration of effectiveness of a registration statement on Form S-4 (the Closing Date a certificate“Registration Statement”) under the Securities Act of 1933, dated that date, in form and substance reasonably satisfactory to Buyer as amended (the “Securities Act”) including the joint proxy statement/prospectus (the “Joint Proxy Statement/Prospectus”) relating to the effect that each meetings, including any adjournments or postponements thereof, of the conditions set forth North Valley shareholders and TriCo shareholders to be held in Sections 7.1(a) and (b) hereof have been satisfied in full. The trustee of Seller shall be duly authorized to execute, deliver and carry out connection with this Agreement and all of the transactions contemplated hereby, Merger (the “North Valley Meeting” and shall have delivered to Buyer on the Closing Date certified copies of the documents containing such authorizations. All documents, Third-Party Consents and any other consents, approvals or other items required to be delivered hereunder to Buyer at or prior to Closing, or necessary for the consummation of the transactions, shall have been granted or obtained and delivered or shall be tendered at the Closing or new agreements shall have been issued with respect thereto in the name of Buyer on terms and conditions no less favorable than those presently held by the Companies, and such consents or new agreements, “TriCo Meeting,” as the case may be, shall be valid and enforceable ); (iii) approval of the listing on the Closing Date. Without limiting the generality NASDAQ Global Select Market (“NASDAQ”) of the foregoing, all consents TriCo Common Stock to be issued in connection with the Merger; (iv) the Requisite North Valley Vote and the Requisite TriCo Vote (as defined below); (v) the filing of the Agreement of Merger pursuant to the CGCL; (vi) such filings and approvals by governmental agencies that as are required for to be made or obtained under applicable state securities laws or with NASDAQ in connection with the issuance of the shares of TriCo Common Stock pursuant to this Agreement; and (vii) the filings and approvals required in connection with the Bank Merger Agreement and the Bank Merger, no consents or approvals of or filings or registrations with any Governmental Entity, or with any third party are necessary in connection with: (1) the execution and delivery by North Valley of this Agreement; (2) the consummation by North Valley of the Merger and the other transactions contemplated hereby; (3) the execution and delivery by North Valley Bank of the Bank Merger Agreement; and (4) the consummation by North Valley Bank of the Bank Merger and the transactions contemplated hereby thereby; except, in each case, for such consents, approvals or other agreements contemplated hereby filings, the failure of which to obtain will not have been obtained, and a Material Adverse Effect on the waiting period under the Xxxx-Xxxxx-Xxxxxx Anti-Trust Improvements Act ability of 1976North Valley or North Valley Bank, as amendedapplicable, (to consummate the "HSR Act") shall have been ------- terminatedtransactions contemplated hereby.

Consents and Approvals. Seller shall have executed and delivered ---------------------- to Buyer on the Closing Date a certificate, dated that date, in form and substance reasonably satisfactory to Buyer to the effect that each of the conditions Except as specifically set forth in Sections 7.1(aSchedule 2.1(f), the Company is not required to obtain any consent, waiver, authorization or order of, or make any filing or registration with, any court or other federal, state, local or other governmental authority or other person in connection with the execution, delivery and performance by the Company of the Transaction Documents, except for (i) and (b) hereof have been satisfied in full. The trustee the filing of Seller the Certificate of Designation with respect to the Shares with the Secretary of State of Delaware, which filing shall be duly authorized to execute, deliver and carry out this Agreement and all of the transactions contemplated hereby, and shall have delivered to Buyer on the Closing Date certified copies of the documents containing such authorizations. All documents, Third-Party Consents and any other consents, approvals or other items required to be delivered hereunder to Buyer at or effected prior to Closing, or necessary for the consummation of the transactions, shall have been granted or obtained and delivered or shall be tendered at the Closing or new agreements shall have been issued with respect thereto in the name of Buyer on terms and conditions no less favorable than those presently held by the Companies, and such consents or new agreements, as the case may be, shall be valid and enforceable on the Closing Date. Without limiting , (ii) the generality filing of the foregoing, all consents and approvals registration statement(s) contemplated by governmental agencies that are required for the consummation of the transactions contemplated hereby or other agreements contemplated hereby will have been obtained, and the waiting period under the Xxxx-Xxxxx-Xxxxxx Anti-Trust Improvements Act of 1976, as amended, Registration Rights Agreement (the "HSR ActUnderlying Shares Registration Statement(s)") with the Securities and Exchange Commission (the "Commission"), which shall have been ------- terminatedbe filed in the time periods set forth in the Registration Rights Agreement, (iii) the application(s) or any letter(s) acceptable to the Nasdaq National Market for the listing of the Underlying Shares and the Warrant Shares with the Nasdaq National Market, which shall be filed in accordance with Section 3.9 hereof (and with any other national securities exchange or market on which the Common Stock is then listed), (iv) any filings, notices or registrations under applicable state securities laws, and (v) other than, in all other cases, where the failure to obtain such consent, waiver, authorization or order, or to give or make such notice or filing, would not materially impair or delay the ability of the Company to effect the Closing and to deliver to the Purchasers the Shares (and, upon conversion of the Shares thereunder, the Underlying Shares) or the Warrants (and, upon exercise of the Warrants, the Warrant Shares) in the manner contemplated hereby and by the Registration Rights Agreement free and clear of all liens and encumbrances of any nature whatsoever (together with the consents, waivers, authorizations, orders, notices and filings referred to in Schedule 2.1(f), the "Required Approvals").

Consents and Approvals. Seller shall have executed Except for (i) filings of applications and delivered ---------------------- to Buyer on notices with, receipt of approvals or no objections from, and the Closing Date expiration of related waiting periods required by, federal and state banking authorities, including filings and notices with the Federal Reserve, the MDOB and the WDFI, (ii) the filing with the SEC of a certificate, dated that date, Proxy Statement-Prospectus in definitive form and substance reasonably satisfactory to Buyer relating to the effect that each meeting of the conditions set forth Company’s stockholders to be held in Sections 7.1(a) and (b) hereof have been satisfied in full. The trustee of Seller shall be duly authorized to execute, deliver and carry out connection with this Agreement and all of the transactions contemplated hereby, and shall have delivered to Buyer on the Closing Date certified copies of the documents containing such authorizations. All documents, Third-Party Consents and any other consents, approvals or other items required to be delivered hereunder to Buyer at or prior to Closing, or necessary for the consummation of the transactions, shall have been granted or obtained and delivered or shall be tendered at the Closing or new agreements shall have been issued with respect thereto in the name of Buyer on terms and conditions no less favorable than those presently held by the Companies, and such consents or new agreements, as the case may be, shall be valid and enforceable on the Closing Date. Without limiting the generality of the foregoing, all consents and approvals by governmental agencies that are required for the consummation of the transactions contemplated hereby or other agreements contemplated hereby and of the Registration Statement in which such proxy statement will have been obtainedbe included as a prospectus, and declaration of effectiveness of the waiting period Registration Statement, (iii) the filing of the Articles of Merger with the Montana Secretary pursuant to the MBCA and with Washington Secretary pursuant to the WBCA, the filing of a certificate for the Bank Merger with the MDOB and the filing of a notice for the Bank Merger with the WDFI, (iv) filing with The Nasdaq Stock Market LLC of a notification or application of the listing of the shares of Purchaser Common Stock to be issued in the Merger, (v) such filings and approvals as are required to be made or obtained under the Xxxx-Xxxxx-Xxxxxx Anti-Trust Improvements Act securities or “Blue Sky” laws of 1976various states in connection with the issuance of shares of Purchaser Common Stock pursuant to this Agreement, as amendedand (vi) the approval by the Company’s stockholders required to approve the Merger under Washington law, (no consents or approvals of, or filings or registrations with, any Governmental Entity or any third party are required to be made or obtained by the "HSR Act"Company in connection with the execution and delivery by the Company of this Agreement or the consummation by the Company of the Merger and the other transactions contemplated by this Agreement, including the Bank Merger. 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) shall have been ------- terminatedshould not be obtained without the imposition of any material condition or restriction described in Section 6.2(e).

Consents and Approvals. Seller shall have executed Except for (i) the filing of applications and delivered ---------------------- to Buyer on notices, as applicable, with the Closing Date Federal Communications Commission (the "FCC") under the Communications Act of 1934, as amended (the "Communications Act"), and approval of such applications and notices, (ii) the filing with the SEC of a certificate, dated that date, Joint Proxy Statement in definitive form and substance reasonably satisfactory to Buyer relating to the effect that each Sprint Stockholders Meeting and the Nextel 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 prospectus, and declaration of effectiveness of the conditions set forth in Sections 7.1(aForm S-4, (iii) and (b) hereof have been satisfied in full. The trustee of Seller shall be duly authorized to execute, deliver and carry out this Agreement and all of the transactions contemplated hereby, and shall have delivered to Buyer on the Closing Date certified copies of the documents containing such authorizations. All documents, Third-Party Consents and any other consents, approvals or other items approvals, filings and registrations as are required to be delivered hereunder to Buyer at obtained from or prior to Closingmade with the SEC in connection with the ILEC Separation, or necessary for (iv) the consummation filing of the transactionsCertificate of Merger with the Delaware Secretary of State pursuant to the DGCL, shall have been granted (v) any notices or obtained and delivered or shall be tendered at the Closing or new agreements shall have been issued with respect thereto in the name of Buyer on terms and conditions no less favorable than those presently held by the Companies, and such consents or new agreements, as the case may be, shall be valid and enforceable on the Closing Date. Without limiting the generality of the foregoing, all consents and approvals by governmental agencies that are required for the consummation of the transactions contemplated hereby or other agreements contemplated hereby will have been obtained, and the waiting period filings under the XxxxHart-XxxxxScott-Xxxxxx Anti-Trust Rodino Antitrust Improvements Act of 1976, as amended, amended (the "HSR Act"), (vi) shall have been ------- terminatedsuch filings and approvals as are required to be xxxx xx xxxxxxxx xxxer the securities or "Blue Sky" laws of various states in connection with the issuance of the shares of Sprint capital stock pursuant to this Agreement, (vii) the Sprint Stockholder Approval and Nextel Stockholder Approval, (viii) such filings and approvals as are required to be made or obtained with or from any state public service or public utility commissions or similar state regulatory bodies in connection with the consummation of the Merger and the other transactions contemplated by this Agreement or the ILEC Separation, (ix) such filings and approvals as are required to be made or obtained under any foreign antitrust, competition or similar Laws in connection with the consummation of the Merger and the other transactions contemplated by this Agreement, and (x) the consents or approvals listed in Section 3.4 of the Sprint Disclosure Schedule, no consents or approvals of or filings or registrations with any federal, state, local or foreign government, court of competent jurisdiction, administrative agency, commission or other governmental authority or instrumentality (each, a "Governmental Entity") are necessary in connection with (A) the execution and delivery by Sprint and Merger Sub of this Agreement and (B) the consummation of the Merger and the other transactions contemplated by this Agreement or the ILEC Separation.