Common use of Consents and Regulatory Approvals Clause in Contracts

Consents and Regulatory Approvals. (i) No consents or approvals of, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by Limestone or any of its Subsidiaries in connection with the execution, delivery or performance by Limestone of this Agreement or the consummation of the transactions contemplated hereby, including the Merger, except for (A) the filings of applications, waivers or notices, as applicable, with Regulatory Authorities to approve the transactions contemplated by the Agreement, (B) the filing with the SEC and declaration of effectiveness of a registration statement on Form S-4 (the “Registration Statement”) under the Securities Act including the joint proxy statement/prospectus (the “Joint Proxy Statement/Prospectus”) relating to the meetings, including any adjournments or postponements thereof, of Limestone shareholders and Peoples shareholders to be held in connection with this Agreement and the Merger (the “Limestone Meeting” and the “Peoples Meeting,” as the case may be), (C) Requisite Limestone Vote and Requisite Peoples Vote, (D) the filing of the certificate of merger with the OSS pursuant to the OGCL and articles of merger with the KSS pursuant to the KBCA, and filing the Subsidiary Bank Merger Certificates, and (E) the receipt of the approvals set forth in Section 7.01(b).

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Peoples Bancorp Inc), Agreement and Plan of Merger (Limestone Bancorp, Inc.), Agreement and Plan of Merger (Limestone Bancorp, Inc.)

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Consents and Regulatory Approvals. (i) No consents or approvals of, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by Limestone CNNB or any of its Subsidiaries in connection with the execution, delivery or performance by Limestone CNNB of this Agreement or the consummation of the transactions contemplated hereby, including the Merger, except for (A) the filings of applications, waivers or notices, as applicable, with Regulatory Authorities to approve the transactions contemplated by the Agreement, (B) the filing with the SEC and declaration of effectiveness of a registration statement on Form S-4 (the “Registration Statement”) under the Securities Act including the joint proxy statement/prospectus (the “Joint Proxy Statement/Prospectus”) relating to the meetingsmeeting, including any adjournments or postponements thereof, of Limestone shareholders and Peoples CNNB shareholders to be held in connection with this Agreement and the Merger (the “Limestone CNNB Meeting” and the “Peoples Meeting,” as the case may be), (C) Requisite Limestone Vote and Requisite Peoples CNNB Vote, (D) the filing of the certificate of merger with the OSS pursuant to the OGCL and articles of merger with the KSS SDAT pursuant to the KBCAMGCL, and the filing the Subsidiary Bank Merger Certificates, and (E) the receipt of the approvals set forth in Section 7.01(b).

Appears in 1 contract

Samples: Agreement and Plan of Merger (LCNB Corp)

Consents and Regulatory Approvals. (i) No consents or approvals of, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by Limestone Premier Financial or any of its Subsidiaries in connection with the execution, delivery or performance by Limestone Premier Financial of this Agreement or the consummation of the transactions contemplated hereby, including the Merger, except for (A) the filings of applications, waivers or notices, as applicable, with Regulatory Authorities to approve the transactions contemplated by the Agreement, (B) the filing with the SEC and declaration of effectiveness of a registration statement on Form S-4 (the “Registration Statement”) under the Securities Act including the joint Table of Contents proxy statement/prospectus (the “Joint Proxy Statement/Prospectus”) relating to the meetings, including any adjournments or postponements thereof, of Limestone Premier Financial shareholders and Peoples shareholders to be held in connection with this Agreement and the Merger (the “Limestone Premier Financial Meeting” and the “Peoples Meeting,” as the case may be), (C) Requisite Limestone Premier Financial Vote and Requisite Peoples Vote, (D) the filing of the certificate of merger with the OSS pursuant to the OGCL and articles of merger with the KSS pursuant to the KBCA, and filing the Subsidiary Bank Merger Certificates, and (E) the receipt of the approvals set forth in Section 7.01(b).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Premier Financial Bancorp Inc)

Consents and Regulatory Approvals. (i) No consents or approvals of, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by Limestone Premier Financial or any of its Subsidiaries in connection with the execution, delivery or performance by Limestone Premier Financial of this Agreement or the consummation of the transactions contemplated hereby, including the Merger, except for (A) the filings of applications, waivers or notices, as applicable, with Regulatory Authorities to approve the transactions contemplated by the Agreement, (B) the filing with the SEC and declaration of effectiveness of a registration statement on Form S-4 (the “Registration Statement”) under the Securities Act including the joint proxy statement/prospectus (the “Joint Proxy Statement/Prospectus”) relating to the meetings, including any adjournments or postponements thereof, of Limestone Premier Financial shareholders and Peoples shareholders to be held in connection with this Agreement and the Merger (the “Limestone Premier Financial Meeting” and the “Peoples Meeting,” as the case may be), (C) Requisite Limestone Premier Financial Vote and Requisite Peoples Vote, (D) the filing of the certificate of merger with the OSS pursuant to the OGCL and articles of merger with the KSS pursuant to the KBCA, and filing the Subsidiary Bank Merger Certificates, and (E) the receipt of the approvals set forth in Section 7.01(b).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Peoples Bancorp Inc)

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Consents and Regulatory Approvals. (i) No consents or approvals of, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by Limestone EFBI or any of its Subsidiaries in connection with the execution, delivery or performance by Limestone EFBI of this Agreement or the consummation of the transactions contemplated hereby, including the Merger, except for (A) the filings of applications, waivers or notices, as applicable, with Regulatory Authorities to approve the transactions contemplated by the Agreement, (B) the filing with the SEC and declaration of effectiveness of a registration statement on Form S-4 (the “Registration Statement”) under the Securities Act including the joint proxy statement/prospectus (the “Joint Proxy Statement/Prospectus”) relating to the meetingsmeeting, including any adjournments or postponements thereof, of Limestone shareholders and Peoples EFBI shareholders to be held in connection with this Agreement and the Merger (the “Limestone EFBI Meeting” and the “Peoples Meeting,” as the case may be), (C) Requisite Limestone Vote and Requisite Peoples EFBI Vote, (D) the filing of the certificate of merger with the OSS pursuant to the OGCL and articles of merger with the KSS SDAT pursuant to the KBCAMGCL, and filing the Subsidiary Bank Merger Certificates, and (E) the receipt of the approvals set forth in Section 7.01(b).

Appears in 1 contract

Samples: Agreement and Plan of Merger (LCNB Corp)

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