Common use of Regulatory Applications Clause in Contracts

Regulatory Applications. (a) United and CBTC and their respective Subsidiaries and affiliates, as applicable, (a) shall cooperate and use their respective reasonable best efforts to prepare all documentation, to effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary to consummate the transactions contemplated by this Agreement and (b) covenant and agree that none of the information supplied or to be supplied by such party and any of its Subsidiaries and affiliates, as applicable, for inclusion in any filings with Governmental Authorities will, at the respective time such filing is made be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they are made not misleading. Each Party shall use its reasonable efforts to resolve objections, if any, which may be asserted with respect to the Merger under any applicable law, regulation or decree, including agreeing to divest any assets, deposits, lines of business or branches; provided that United shall not be required to agree to any condition or restriction or take any action or commit to take any action if such agreements or the taking of such action would, in the reasonable good faith judgment of the United Board, be materially financially burdensome to the business, operations, financial condition or results of operations of United or CBTC such that, had such condition or requirement been known, United would not, in its reasonable good faith judgment, have entered into this Agreement (a “Materially Burdensome Regulatory Condition”). Each of United and CBTC shall have the right to review in advance, and to the extent practicable each will consult with the other, in each case subject to applicable laws relating to the exchange of information, with respect to, all material written information submitted to any third party or any Governmental Authority in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable and, in any event, United shall make all necessary filings and provide any necessary notices within 75 days of the date of this Agreement. Each party hereto agrees that it will consult with the other party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other party apprised of the status of material matters relating to completion of the transactions contemplated hereby, including advising the other party upon receiving any communication from a Governmental Authority the consent or approval of which is required for the consummation of the Merger and the other transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that any required consent or approval from a Governmental Authority will not be obtained or that the receipt of such consent or approval may be materially delayed (a “Regulatory Communication”). Upon the receipt of a Regulatory Communication, without limiting the scope of the foregoing paragraphs, United shall, to the extent permitted by applicable law, (i) promptly advise CBTC of the receipt of any substantive communication from a Governmental Authority with respect to the transactions contemplated hereby and (ii) provide CBTC with a reasonable opportunity to participate in the preparation of any response thereto and the preparation of any other substantive submission or communication to any Governmental Authority with respect to the transactions contemplated hereby and to review any such response, submission or communication prior to the filing or submission thereof.

Regulatory Applications. (a) United and CBTC Buyer, Buyer Sub, Seller, Seller Sub and their respective Subsidiaries and affiliates, as applicable, (a) subsidiaries shall cooperate and use their respective reasonable best efforts to prepare all documentation, to timely effect all filings (but in any event to effect all such filings within 90 days of the date of this Agreement), and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities and Regulatory Authorities, including, as applicable, without limitation, those required to be filed with the Federal Reserve, the FDIC, the WVDFI and the Maryland Commissioner, as well as pre-merger notification forms required by the merger notification or control laws and regulations of any applicable jurisdiction, as agreed to by the parties, in any event that are necessary to consummate the transactions contemplated by this Agreement and (b) covenant and agree that none of the information supplied or to be supplied by such party and any of its Subsidiaries and affiliates, as applicable, for inclusion in any filings with Governmental Authorities will, at the respective time such filing is made be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they are made not misleading. Each Party shall use its reasonable efforts to resolve objections, if any, which may be asserted with respect to the Merger under any applicable law, regulation or decree, including agreeing to divest any assets, deposits, lines of business or branches; provided that United shall not be required to agree to any condition or restriction or take any action or commit to take any action if such agreements or the taking of such action would, in the reasonable good faith judgment of the United Board, be materially financially burdensome to the business, operations, financial condition or results of operations of United or CBTC such that, had such condition or requirement been known, United would not, in its reasonable good faith judgment, have entered into this Agreement (a “Materially Burdensome Regulatory Condition”)Agreement. Each of United Buyer and CBTC Seller shall have the right to review in advance, and to the extent practicable practicable, each will consult with the other, in each case subject to applicable laws relating to the exchange of information, with respect to, and shall be provided in advance so as to reasonably exercise its right to review and correct any substantive material inaccuracies regarding the reviewing party in advance, all material written information submitted to any third party or any Governmental Authority or Regulatory Authority in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto agrees to shall act reasonably and as promptly as practicable and, in any event, United shall make all necessary filings and provide any necessary notices within 75 days of the date of this Agreementpracticable. Each party hereto agrees that it will shall consult with the other party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Authorities and Regulatory Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other party apprised of the status of material matters relating to completion of the transactions contemplated hereby. Each party shall, including advising upon request, furnish the other party upon receiving with all information concerning itself, its subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with any communication from a filing, notice or application made by or on behalf of such other party or of its Subsidiaries to any third party or Governmental Authority the consent or approval of which is required for the consummation of the Merger and the other transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that any required consent or approval from a Governmental Authority will not be obtained or that the receipt of such consent or approval may be materially delayed (a “Regulatory Communication”). Upon the receipt of a Regulatory Communication, without limiting the scope of the foregoing paragraphs, United shall, to the extent permitted by applicable law, (i) promptly advise CBTC of the receipt of any substantive communication from a Governmental Authority with respect to the transactions contemplated hereby and (ii) provide CBTC with a reasonable opportunity to participate in the preparation of any response thereto and the preparation of any other substantive submission or communication to any Governmental Authority with respect to the transactions contemplated hereby and to review any such response, submission or communication prior to the filing or submission thereofAuthority.

Regulatory Applications. (a) United PNC and CBTC and their respective Subsidiaries and affiliates, as applicable, (a) the Company shall cooperate and use their respective reasonable best efforts to prepare as promptly as possible all documentation, to effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities Entities necessary to consummate the transactions contemplated by this Agreement Plan, and (b) covenant and agree that none PNC shall file its applications for approval of the information supplied or to be supplied Merger and the Bank Merger by such party and any the Board of its Subsidiaries and affiliates, as applicable, for inclusion in any filings with Governmental Authorities will, at the respective time such filing is made be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein, in light Governors of the circumstances under which they are made not misleading. Each Party shall use its reasonable efforts to resolve objections, if any, which may be asserted with respect to Federal Reserve (the Merger under any applicable law, regulation or decree, including agreeing to divest any assets, deposits, lines “Board of business or branches; provided that United shall not be required to agree to any condition or restriction or take any action or commit to take any action if such agreements or Governors”) and the taking of such action would, in the reasonable good faith judgment Office of the United Board, be materially financially burdensome to Comptroller of the business, operations, financial condition or results of operations of United or CBTC such that, had such condition or requirement been known, United would not, in its reasonable good faith judgment, have entered into this Agreement Currency (a the “Materially Burdensome Regulatory ConditionOCC”), respectively, within 21 days of the date hereof, and shall promptly make all other necessary regulatory filings. Each of United PNC and CBTC the Company shall have the right to review in advance, and to the extent practicable each will consult with the other, in each case subject to applicable laws relating to the exchange of information, with respect to, to all material written information submitted to any third party or any Governmental Authority Entity in connection with the transactions contemplated by this AgreementPlan. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable and, in any event, United shall make all necessary filings and provide any necessary notices within 75 days of the date of this Agreementpracticable. Each party hereto agrees that it will consult with the other party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Authorities Entities necessary or advisable to consummate the transactions contemplated by this Agreement Plan and each party will keep the other party apprised appraised of the status of material matters relating to completion of the transactions contemplated hereby. Notwithstanding the foregoing, including advising nothing contained herein shall be deemed to require the other party upon receiving Company or PNC to take any communication from action, or commit to take any action, or agree to any condition or restriction, in connection with obtaining the foregoing permits, consents, approvals and authorizations of Governmental Entities, that would reasonably be expected to have a Governmental Authority material adverse effect (measured on a scale relative to the consent Company) on either PNC or approval of which is required for the consummation of the Merger and the other transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that any required consent or approval from a Governmental Authority will not be obtained or that the receipt of such consent or approval may be materially delayed Company (a “Materially Burdensome Regulatory CommunicationCondition”). Upon the receipt of a Regulatory Communication, without limiting the scope of the foregoing paragraphs, United shall, to the extent permitted by applicable law, (i) promptly advise CBTC of the receipt of any substantive communication from a Governmental Authority with respect to the transactions contemplated hereby and (ii) provide CBTC with a reasonable opportunity to participate in the preparation of any response thereto and the preparation of any other substantive submission or communication to any Governmental Authority with respect to the transactions contemplated hereby and to review any such response, submission or communication prior to the filing or submission thereof.

Regulatory Applications. (a) United and CBTC Cardinal and their respective Subsidiaries and affiliates, as applicable, (a) shall cooperate and use their respective reasonable best efforts to prepare all documentation, to effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary to consummate the transactions contemplated by this Agreement and (b) covenant and agree that none of the information supplied or to be supplied by such party and any of its Subsidiaries and affiliates, as applicable, for inclusion in any filings with Governmental Authorities will, at the respective time such filing is made be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they are made not misleading. Each Party shall use its reasonable efforts to resolve objections, if any, which may be asserted with respect to the Merger under any applicable law, regulation or decree, including agreeing to divest any assets, deposits, lines of business or branches; provided provided, that United shall not be required to agree to any condition or restriction or take any action or commit to take any action if such agreements or the taking of such action would, is reasonably likely to result in any conditions or requirements applicable either before or after the reasonable Effective Time that the United Board reasonably determines in good faith judgment would have a Material Adverse Effect on United and its Subsidiaries taken as a whole taking into account the consummation of the United Board, be materially financially burdensome to the business, operations, financial condition or results of operations of United or CBTC Merger in making such that, had such condition or requirement been known, United would not, in its reasonable good faith judgment, have entered into this Agreement determination (a “Materially Burdensome Regulatory Condition”). Each of United and CBTC Cardinal shall have the right to review in advance, and to the extent practicable each will consult with the other, in each case subject to applicable laws relating to the exchange of information, with respect to, all material written information submitted to any third party or any Governmental Authority in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable and, in any event, United shall make all necessary filings and provide any necessary notices within 75 120 days of the date of this Agreement. Each party hereto agrees that it will consult with the other party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other party apprised of the status of material matters relating to completion of the transactions contemplated hereby, including advising the other party upon receiving any communication from a Governmental Authority the consent or approval of which is required for the consummation of the Merger and the other transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that any required consent or approval from a Governmental Authority will not be obtained or that the receipt of such consent or approval may be materially delayed (a “Regulatory Communication”). Upon the receipt of a Regulatory Communication, without limiting the scope of the foregoing paragraphs, United shall, to the extent permitted by applicable law, law (i) promptly advise CBTC Cardinal of the receipt of any substantive communication from a Governmental Authority with respect to the transactions contemplated hereby and hereby, (ii) provide CBTC Cardinal with a reasonable opportunity to participate in the preparation of any response thereto and the preparation of any other substantive submission or communication to any Governmental Authority with respect to the transactions contemplated hereby and to review any such response, submission or communication prior to the filing or submission thereof, and (iii) provide Cardinal with the opportunity to participate in any meetings or substantive telephone conversations that United or its Subsidiaries or their respective representatives may have from time to time with any Governmental Authority with respect to the transactions contemplated by this Agreement.

Regulatory Applications. (a) United and CBTC Centra and their respective Subsidiaries and affiliates, as applicable, (a) shall cooperate and use their respective reasonable best efforts to prepare all documentation, to effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary to consummate the transactions contemplated by this Agreement and (b) covenant and agree that none of the information supplied or to be supplied by such party and any of its Subsidiaries and affiliates, as applicable, for inclusion in any filings with Governmental Authorities will, at the respective time such filing is made be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they are made not misleadingAgreement. Each Party shall use its reasonable efforts to resolve objections, if any, which may be asserted with respect to the Merger under any applicable law, regulation or decree, including agreeing to divest any assets, deposits, lines of business or branches; provided provided, that United shall not be required to agree to any condition or restriction or take any action or commit to take any action if such agreements or the taking of such action would, is reasonably likely to result in the reasonable good faith judgment a condition or restriction having an effect of the United Board, be materially financially burdensome type referred to the business, operations, financial condition or results of operations of United or CBTC such that, had such condition or requirement been known, United would not, in its reasonable good faith judgment, have entered into this Agreement (a “Materially Burdensome Regulatory Condition”Section 8.01(b). Each of United and CBTC Centra shall have the right to review in advance, and to the extent practicable each will consult with the other, in each case subject to applicable laws relating to the exchange of information, with respect to, all material written information submitted to any third party or any Governmental Authority in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable and, in any event, United shall make all necessary filings and provide any necessary notices within 75 days of the date of this Agreementpracticable. Each party hereto agrees that it will consult with the other party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other party apprised of the status of material matters relating to completion of the transactions contemplated hereby, including advising the other party upon receiving any communication from a Governmental Authority the consent or approval of which is required for the consummation of the Merger and the other transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that any required consent or approval from a Governmental Authority will not be obtained or that the receipt of such consent or approval may be materially delayed (a “Regulatory Communication”). Upon the receipt of a Regulatory Communication, without limiting the scope of the foregoing paragraphs, United shall, to the extent permitted by applicable law, law (i) promptly advise CBTC Centra of the receipt of any substantive communication from a Governmental Authority with respect to the transactions contemplated hereby and hereby, (ii) provide CBTC Centra with a reasonable opportunity to participate in the preparation of any response thereto and the preparation of any other substantive submission or communication to any Governmental Authority with respect to the transactions contemplated hereby and to review any such response, submission or communication prior to the filing or submission thereof, and (iii) provide Centra with the opportunity to participate in any meetings or substantive telephone conversations that United or its Subsidiaries or their respective representatives may have from time to time with any Governmental Authority with respect to the transactions contemplated by this Agreement.

Regulatory Applications. (a) United Buyer and CBTC Virginia Commerce and their respective Subsidiaries and affiliates, as applicable, (a) shall cooperate and use their respective reasonable best efforts to prepare all documentation, to effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary to consummate the transactions contemplated by this Agreement and (b) covenant and agree that none of the information supplied or to be supplied by such party and any of its Subsidiaries and affiliates, as applicable, for inclusion in any filings with Governmental Authorities will, at the respective time such filing is made be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they are made not misleadingAgreement. Each Party shall use its reasonable efforts to resolve objections, if any, which may be asserted with respect to the Merger under any applicable law, regulation or decree, including agreeing to divest any assets, deposits, lines of business or branches; provided provided, that United Buyer shall not be required to agree to any condition or restriction or take any action or commit to take any action if such agreements or the taking of such action would, is reasonably likely to result in the reasonable good faith judgment a condition or restriction having an effect of the United Board, be materially financially burdensome type referred to the business, operations, financial condition or results of operations of United or CBTC such that, had such condition or requirement been known, United would not, in its reasonable good faith judgment, have entered into this Agreement (a “Materially Burdensome Regulatory Condition”Section 8.01(b). Each of United Buyer and CBTC Virginia Commerce shall have the right to review in advance, and to the extent practicable each will consult with the other, in each case subject to applicable laws relating to the exchange of information, with respect to, all material written information submitted to any third party or any Governmental Authority in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable and, in any event, United shall make all necessary filings and provide any necessary notices within 75 days of the date of this Agreementpracticable. Each party hereto agrees that it will consult with the other party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other party apprised of the status of material matters relating to completion of the transactions contemplated hereby, including advising the other party upon receiving any communication from a Governmental Authority the consent or approval of which is required for the consummation of the Merger and the other transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that any required consent or approval from a Governmental Authority will not be obtained or that the receipt of such consent or approval may be materially delayed (a “Regulatory Communication”). Upon the receipt of a Regulatory Communication, without limiting the scope of the foregoing paragraphs, United Buyer shall, to the extent permitted by applicable law, law (i) promptly advise CBTC Virginia Commerce of the receipt of any substantive communication from a Governmental Authority with respect to the transactions contemplated hereby and hereby, (ii) provide CBTC Virginia Commerce with a reasonable opportunity to participate in the preparation of any response thereto and the preparation of any other substantive submission or communication to any Governmental Authority with respect to the transactions contemplated hereby and to review any such response, submission or communication prior to the filing or submission thereof, and (iii) provide Virginia Commerce with the opportunity to participate in any meetings or substantive telephone conversations that Buyer or its Subsidiaries or their respective representatives may have from time to time with any Governmental Authority with respect to the transactions contemplated by this Agreement.

Regulatory Applications. (a) United Each of Parent and CBTC and their respective Subsidiaries and affiliates, as applicable, (a) the Company shall cooperate and use their respective reasonable best efforts to prepare and file, or in the case of Parent cause to be filed, all documentation, documentation to effect all necessary notices, reports and other filings and to obtain all permits, consents, approvals and authorizations of all necessary or advisable to be obtained from any third parties and and/or Governmental Authorities necessary in order to consummate the Merger, the Bank Merger or any of the other transactions contemplated by this Agreement and (b) covenant and agree that none of the information supplied or to be supplied by such party hereby; and any of its Subsidiaries and affiliates, as applicable, for inclusion in any initial filings with Governmental Authorities will, at shall be made by Parent as soon as reasonably practicable after the respective time such filing is made be false or misleading with respect to execution hereof and in any material fact, or omit to state any material fact necessary to make the statements therein, in light event within forty-five (45) days of the circumstances under which they are made not misleadingdate hereof. Each Party shall use its reasonable efforts Subject to resolve objections, if any, which may be asserted with respect applicable Laws relating to the Merger under any applicable lawexchange of information, regulation or decree, including agreeing to divest any assets, deposits, lines each of business or branches; provided that United shall not be required to agree to any condition or restriction or take any action or commit to take any action if such agreements or Parent and the taking of such action would, in the reasonable good faith judgment of the United Board, be materially financially burdensome to the business, operations, financial condition or results of operations of United or CBTC such that, had such condition or requirement been known, United would not, in its reasonable good faith judgment, have entered into this Agreement (a “Materially Burdensome Regulatory Condition”). Each of United and CBTC Company shall have the right to review in advance, and to the extent practicable practicable, each will shall consult with the other, in each case subject to applicable laws relating to the exchange of information, with respect toother on, all material written information submitted to any third party or and/or any Governmental Authority in connection with the Merger, the Bank Merger and the other transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto such Parties agrees to act reasonably and as promptly as practicable and, in any event, United shall make all necessary filings and provide any necessary notices within 75 days of the date of this Agreementpracticable. Each party Party hereto agrees that it will shall consult with the other party Party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and and/or Governmental Authorities necessary or advisable to consummate the transactions contemplated by this Agreement Agreement, and each party will Party shall keep the other party Party apprised of the status of material matters relating to completion of the transactions contemplated hereby, hereby (including advising promptly furnishing the other with copies of the non-confidential portions of notices or other communications received by Parent or the Company, as the case may be, from any third party upon receiving any communication from a and/or Governmental Authority with respect to the consent or approval of which is required for Merger, the consummation of the Bank Merger and the other transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that any required consent or approval from a Governmental Authority will not be obtained or that the receipt of such consent or approval may be materially delayed (a “Regulatory Communication”). Upon the receipt of a Regulatory CommunicationAgreement, without limiting the scope of the foregoing paragraphs, United shalland, to the extent permitted by applicable lawLaw, providing descriptions of any oral communications from such Persons). Notwithstanding the foregoing, nothing contained herein shall be deemed to require Parent or any of its Subsidiaries to take any action, or commit to take any action, or agree to any condition or restriction, in connection with obtaining the foregoing permits, consents, approvals and authorizations of Governmental Authorities that would reasonably be likely, in each case following the Effective Time (but regardless when the action, condition or restriction is to be taken or implemented), to (i) promptly advise CBTC of the receipt of any substantive communication from have a Governmental Authority with respect Parent Material Adverse Effect (measured on a scale relative to the transactions contemplated hereby and Company) or a Company Material Adverse Effect, or (ii) provide CBTC with a reasonable opportunity to participate require Parent, Pacific Western Bank or the Surviving Corporation or the surviving bank in the preparation Bank Merger to raise additional capital in an amount that would materially reduce the economic benefits of any response thereto and the preparation Merger to Parent or the holders of any other substantive submission or communication to any Governmental Authority with Parent Common Stock (including the Company stockholders in respect to of shares of Parent Common Stock received by them in the transactions contemplated hereby and to review any such response, submission or communication prior to the filing or submission thereofMerger) (a “Materially Burdensome Regulatory Condition”).

Regulatory Applications. (a) United Each of Parent and CBTC and their respective Subsidiaries and affiliates, as applicable, (a) the Company shall cooperate and use their respective reasonable best efforts to prepare and file, or in the case of Parent cause to be filed, all documentation, documentation to effect all necessary notices, reports and other filings and to obtain all permits, consents, approvals and authorizations of all necessary or advisable to be obtained from any third parties and and/or Governmental Authorities necessary in order to consummate the Merger, the Bank Merger or any of the other transactions contemplated by this Agreement and (b) covenant and agree that none of the information supplied or to be supplied by such party hereby; and any of its Subsidiaries and affiliates, as applicable, for inclusion in any initial filings with Governmental Authorities will, at shall be made by Parent as soon as reasonably practicable after the respective time such filing is made be false or misleading with respect to execution hereof and in any material fact, or omit to state any material fact necessary to make the statements therein, in light event within forty-five (45) calendar days of the circumstances under which they are made not misleadingdate hereof. Each Party shall use its reasonable efforts Subject to resolve objections, if any, which may be asserted with respect applicable Laws relating to the Merger under any applicable lawexchange of information, regulation or decree, including agreeing to divest any assets, deposits, lines each of business or branches; provided that United shall not be required to agree to any condition or restriction or take any action or commit to take any action if such agreements or Parent and the taking of such action would, in the reasonable good faith judgment of the United Board, be materially financially burdensome to the business, operations, financial condition or results of operations of United or CBTC such that, had such condition or requirement been known, United would not, in its reasonable good faith judgment, have entered into this Agreement (a “Materially Burdensome Regulatory Condition”). Each of United and CBTC Company shall have the right to review in advance, and to the extent practicable practicable, each will shall consult with the other, in each case subject to applicable laws relating to the exchange of information, with respect toother on, all material written information submitted to any third party or and/or any Governmental Authority in connection with the Merger, the Bank Merger and the other transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto such Parties agrees to act reasonably and as promptly as practicable and, in any event, United shall make all necessary filings and provide any necessary notices within 75 days of the date of this Agreementpracticable. Each party Party hereto agrees that it will shall consult with the other party Party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and and/or Governmental Authorities necessary or advisable to consummate the transactions contemplated by this Agreement Agreement, and each party will Party shall keep the other party Party apprised of the status of material matters relating to completion of the transactions contemplated hereby, hereby (including advising promptly furnishing the other with copies of the non-confidential portions of notices or other communications received by Parent or the Company, as the case may be, from any third party upon receiving any communication from a and/or Governmental Authority with respect to the consent or approval of which is required for Merger, the consummation of the Bank Merger and the other transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that any required consent or approval from a Governmental Authority will not be obtained or that the receipt of such consent or approval may be materially delayed (a “Regulatory Communication”). Upon the receipt of a Regulatory CommunicationAgreement, without limiting the scope of the foregoing paragraphs, United shalland, to the extent permitted by applicable lawLaw, providing descriptions of any oral communications from such Persons). Notwithstanding the foregoing, nothing contained herein shall be deemed to require Parent or any of its Subsidiaries to take any action, or commit to take any action, or agree to any condition or restriction, in connection with obtaining the foregoing permits, consents, approvals and authorizations of Governmental Authorities that would reasonably be likely, in each case following the Effective Time (but regardless when the action, condition or restriction is to be taken or implemented), to (i) promptly advise CBTC of the receipt of any substantive communication from have a Governmental Authority with respect Parent Material Adverse Effect (measured on a scale relative to the transactions contemplated hereby and Company) or a Company Material Adverse Effect; or (ii) provide CBTC with a reasonable opportunity to participate require Parent, PW Bank or the Surviving Corporation or the surviving bank in the preparation Bank Merger to raise additional capital in an amount that would materially reduce the economic benefits of any response thereto and the preparation Merger to Parent or the holders of any other substantive submission or communication to any Governmental Authority with Parent Common Stock (including the Company shareholders in respect to of shares of Parent Common Stock received by them in the transactions contemplated hereby and to review any such response, submission or communication prior to the filing or submission thereofMerger) (a “Materially Burdensome Regulatory Condition”).

Regulatory Applications. (a) United and CBTC and their respective Subsidiaries and affiliates, as applicable, (a) Buyer shall cooperate and use their respective its reasonable best efforts to prepare file within thirty (30) days from the date hereof all documentationapplications, to effect all filings notices, requests for authorization or other documents with the appropriate federal or state bank regulatory authorities, including, but not limited to, the OBRE, the OCC, the Federal Reserve Board and to obtain all permitsthe FDIC, consents, approvals and authorizations of all third parties and Governmental Authorities necessary to consummate the transactions contemplated by this Agreement Merger, the Related Mergers and (b) covenant and agree that none of the information supplied or to be supplied by such party and any of its Subsidiaries and affiliates, as applicable, for inclusion in any filings with Governmental Authorities will, at the respective time such filing is made be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they are made not misleading. Each Party shall use its reasonable efforts to resolve objections, if any, which may be asserted with respect to the Merger under any applicable law, regulation or decree, including agreeing to divest any assets, deposits, lines of business or branches; provided that United shall not be required to agree to any condition or restriction or take any action or commit to take any action if such agreements or the taking of such action would, in the reasonable good faith judgment of the United Board, be materially financially burdensome to the business, operations, financial condition or results of operations of United or CBTC such that, had such condition or requirement been known, United would not, in its reasonable good faith judgment, have entered into this Agreement (a “Materially Burdensome Regulatory Condition”). Each of United and CBTC shall have the right to review in advance, and to the extent practicable each will consult with the other, in each case subject to applicable laws relating to the exchange of information, with respect to, all material written information submitted to any third party or any Governmental Authority in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable and, in any event, United shall make all necessary filings and provide any necessary notices within 75 days of the date of this Agreement. Each party hereto agrees that it will consult with the other party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other party apprised of the status of material matters relating to completion of the transactions contemplated hereby, including advising the other party upon receiving any communication from a Governmental Authority the consent or approval of which is required for the consummation of the Merger and the other transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that any required consent or approval from a Governmental Authority will not be obtained or that (the receipt of such consent or approval may be materially delayed (a “"Regulatory Communication”Applications"). Upon the receipt of a Regulatory Communication, without limiting the scope of the foregoing paragraphs, United shall, Company shall cooperate and assist (and shall cause each Company Subsidiary to the extent permitted by applicable law, (icooperate and assist) promptly advise CBTC of the receipt of any substantive communication from a Governmental Authority with Buyer in all respects with respect to the transactions contemplated hereby preparation and (ii) provide CBTC with a filing of all Regulatory Applications. Buyer shall use reasonable opportunity efforts to participate in respond as promptly as practicable to all inquiries received concerning the preparation Regulatory Applications and to satisfy all conditions that may be required for the approval or authorization of any response thereto and the preparation of any other substantive submission Regulatory Applications; provided, however, that Buyer shall have no obligation to accept non-standard conditions or communication to any Governmental Authority restrictions with respect to the transactions contemplated hereby approval or authorization of the Regulatory Applications if it shall reasonably be determined by Buyer in its sole discretion that such conditions or restrictions would have a Material Adverse Effect on Company, any Company Subsidiary, Buyer or the Surviving Corporation. In the event of an adverse or unfavorable determination by any regulatory authority, or in the event the Merger or Related Mergers are challenged or opposed by any administrative or legal proceeding, whether by the United States Department of Justice or otherwise, the determination of whether or to what extent to seek appeal or review, administrative or otherwise, or other appropriate remedies shall be made solely by Buyer in its sole discretion. Buyer shall deliver a copy of all public portions of all Regulatory Applications and all non-public portions of Regulatory Applications that relate to Company or any Company Subsidiary to Company in advance of filing them in order to provide Company with the opportunity to review any and comment upon the same; provided, however, Buyer shall have no obligation to accept such response, submission comments. Buyer shall deliver a final copy of the public portions of all Regulatory Applications containing information applicable to Company or communication prior a Company Subsidiary to Company promptly after such applications are filed with the filing or submission thereofappropriate regulatory authority. Buyer shall advise Company periodically of the status of the Regulatory Applications.

Regulatory Applications. (a) United Buyer and CBTC PSC and their respective Subsidiaries and affiliates, as applicable, (a) shall cooperate and use their respective reasonable best efforts to prepare all documentation, to effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary to consummate the transactions contemplated by this Agreement and (b) covenant and agree that none within 45 days after the date of the information supplied or to be supplied by such party and any of its Subsidiaries and affiliates, as applicable, for inclusion in any filings with Governmental Authorities will, at the respective time such filing is made be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they are made not misleadingthis Agreement. Each Party shall use its reasonable efforts to resolve objections, if any, which may be asserted with respect to the Merger under any applicable law, regulation or decree, including agreeing to divest any assets, deposits, lines of business or branches; provided provided, that United Buyer shall not be required to agree to any condition or restriction or take any action or commit to take any action if such agreements or the taking of such action would, is reasonably likely to result in the reasonable good faith judgment a condition or restriction having an effect of the United Board, be materially financially burdensome type referred to the business, operations, financial condition or results of operations of United or CBTC such that, had such condition or requirement been known, United would not, in its reasonable good faith judgment, have entered into this Agreement (a “Materially Burdensome Regulatory Condition”Section 7.01(b). Each of United Buyer and CBTC PSC shall have the right to review in advance, and to the extent practicable each will consult with the other, in each case subject to applicable laws relating to the exchange of information, with respect to, all material written information submitted to any third party or any Governmental Authority in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable and, in any event, United shall make all necessary filings and provide any necessary notices within 75 days of the date of this Agreementpracticable. Each party hereto agrees that it will consult with the other party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other party apprised of the status of material matters relating to completion of the transactions contemplated hereby, including advising the other party upon receiving any communication from a Governmental Authority the consent or approval of which is required for the consummation of the Merger and the other transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that any required consent or approval from a Governmental Authority will not be obtained or that the receipt of such consent or approval may be materially delayed (a “Regulatory Communication”). Upon the receipt of a Regulatory Communication, without limiting the scope of the foregoing paragraphs, United Buyer shall, to the extent permitted by applicable law, (ilaw xxxvi) promptly advise CBTC PSC of the receipt of any substantive communication from a Governmental Authority with respect to the transactions contemplated hereby and (iihereby, xxxvii) provide CBTC PSC with a reasonable opportunity to participate in the preparation of any response thereto and the preparation of any other substantive submission or communication to any Governmental Authority with respect to the transactions contemplated hereby and to review any such response, submission or communication prior to the filing or submission thereof, and xxxviii) provide PSC with the opportunity to participate in any meetings or substantive telephone conversations that Buyer or its Subsidiaries or their respective representatives may have from time to time with any Governmental Authority with respect to the transactions contemplated by this Agreement.

Regulatory Applications. (a) United Each of Parent and CBTC and their respective Subsidiaries and affiliates, as applicable, (a) the Company shall cooperate and use their respective reasonable best efforts to prepare and file, or in the case of Parent cause to be filed, all documentation, documentation to effect all necessary notices, reports and other filings and to obtain all permits, consents, approvals and authorizations of all necessary or advisable to be obtained from any third parties and and/or Governmental Authorities necessary in order to consummate the Merger, the Bank Merger or any of the other transactions contemplated by this Agreement and (b) covenant and agree that none of the information supplied or to be supplied by such party hereby; and any of its Subsidiaries and affiliates, as applicable, for inclusion in any initial filings with Governmental Authorities will, at shall be made by Parent as soon as reasonably practicable after the respective time such filing is made be false or misleading with respect to execution hereof and in any material fact, or omit to state any material fact necessary to make the statements therein, in light event within forty-five (45) calendar days of the circumstances under which they are made not misleadingdate hereof. Each Party shall use its reasonable efforts Subject to resolve objections, if any, which may be asserted with respect applicable Laws relating to the Merger under any applicable lawexchange of information, regulation or decree, including agreeing to divest any assets, deposits, lines each of business or branches; provided that United shall not be required to agree to any condition or restriction or take any action or commit to take any action if such agreements or Parent and the taking of such action would, in the reasonable good faith judgment of the United Board, be materially financially burdensome to the business, operations, financial condition or results of operations of United or CBTC such that, had such condition or requirement been known, United would not, in its reasonable good faith judgment, have entered into this Agreement (a “Materially Burdensome Regulatory Condition”). Each of United and CBTC Company shall have the right to review in advance, and to the extent practicable practicable, each will shall consult with the other, in each case subject to applicable laws relating to the exchange of information, with respect toother on, all material written information submitted to any third party or and/or any Governmental Authority in connection with the Merger, the Bank Merger and the other transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto such Parties agrees to act reasonably and as promptly as practicable and, in any event, United shall make all necessary filings and provide any necessary notices within 75 days of the date of this Agreementpracticable. Each party Party hereto agrees that it will shall consult with the other party Party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and and/or Governmental Authorities necessary or advisable to consummate the transactions contemplated by this Agreement Agreement, and each party will Party shall keep the other party Party apprised of the status of material matters relating to completion of the transactions contemplated hereby, hereby (including advising promptly furnishing the other with copies of the non-confidential portions of notices or other communications received by Parent or the Company, as the case may be, from any third party upon receiving any communication from a and/or Governmental Authority with respect to the consent or approval of which is required for Merger, the consummation of the Bank Merger and the other transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that any required consent or approval from a Governmental Authority will not be obtained or that the receipt of such consent or approval may be materially delayed (a “Regulatory Communication”). Upon the receipt of a Regulatory CommunicationAgreement, without limiting the scope of the foregoing paragraphs, United shalland, to the extent permitted by applicable lawLaw, providing descriptions of any oral communications from such Persons). Notwithstanding the foregoing, nothing contained herein shall be deemed to require Parent or any of its Subsidiaries to take any action, or commit to take any action, or agree to any condition or restriction, in connection with obtaining the foregoing permits, consents, approvals and authorizations of Governmental Authorities that would reasonably be likely, in each case following the Effective Time (but regardless when the action, condition or restriction is to be taken or implemented), to (i) promptly advise CBTC of the receipt of any substantive communication from have a Governmental Authority with respect Parent Material Adverse Effect (measured on a scale relative to the transactions contemplated hereby and Company) or a Company Material Adverse Effect; or (ii) provide CBTC with a reasonable opportunity to participate require Parent, BoC Bank or the Surviving Corporation or the surviving bank in the preparation Bank Merger to raise additional capital in an amount that would materially reduce the economic benefits of any response thereto and the preparation Merger to Parent or the holders of any other substantive submission or communication to any Governmental Authority with Parent Common Stock (including the Company shareholders in respect to of shares of Parent Common Stock received by them in the transactions contemplated hereby and to review any such response, submission or communication prior to the filing or submission thereofMerger) (a “Materially Burdensome Regulatory Condition”).

Regulatory Applications. (a) United Each of Parent and CBTC and their respective Subsidiaries and affiliates, as applicable, (a) the Company shall cooperate and use their respective reasonable best efforts to prepare and file, or in the case of Parent cause to be filed, all documentation, documentation to effect all necessary notices, reports and other filings and to obtain all permits, consents, approvals and authorizations of all necessary or advisable to be obtained from any third parties and and/or Governmental Authorities necessary in order to consummate the Merger, the Bank Merger or any of the other transactions contemplated by this Agreement and (b) covenant and agree that none of the information supplied or to be supplied by such party hereby; and any of its Subsidiaries and affiliates, as applicable, for inclusion in any initial filings with Governmental Authorities will, at shall be made by Parent as soon as reasonably practicable after the respective time such filing is made be false or misleading with respect execution hereof. Subject to any material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they are made not misleading. Each Party shall use its reasonable efforts to resolve objections, if any, which may be asserted with respect applicable Laws relating to the Merger under any applicable lawexchange of information, regulation or decree, including agreeing to divest any assets, deposits, lines each of business or branches; provided that United shall not be required to agree to any condition or restriction or take any action or commit to take any action if such agreements or Parent and the taking of such action would, in the reasonable good faith judgment of the United Board, be materially financially burdensome to the business, operations, financial condition or results of operations of United or CBTC such that, had such condition or requirement been known, United would not, in its reasonable good faith judgment, have entered into this Agreement (a “Materially Burdensome Regulatory Condition”). Each of United and CBTC Company shall have the right to review in advance, and to the extent practicable practicable, each will shall consult with the other, in each case subject to applicable laws relating to the exchange of information, with respect toother on, all material written information submitted to any third party or and/or any Governmental Authority in connection with the Merger, the Bank Merger and the other transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto such Parties agrees to act reasonably and as promptly as practicable and, in any event, United shall make all necessary filings and provide any necessary notices within 75 days of the date of this Agreementpracticable. Each party Party hereto agrees that it will shall consult with the other party Party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and and/or Governmental Authorities necessary or advisable to consummate the transactions contemplated by this Agreement Agreement, and each party will Party shall keep the other party Party apprised of the status of material matters relating to completion of the transactions contemplated hereby, hereby (including advising promptly furnishing the other with copies of the non-confidential portions of notices or other communications received by Parent or the Company, as the case may be, from any third party upon receiving any communication from a and/or Governmental Authority with respect to the consent or approval of which is required for Merger, the consummation of the Bank Merger and the other transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that any required consent or approval from a Governmental Authority will not be obtained or that the receipt of such consent or approval may be materially delayed (a “Regulatory Communication”). Upon the receipt of a Regulatory CommunicationAgreement, without limiting the scope of the foregoing paragraphs, United shalland, to the extent permitted by applicable lawLaw, (i) promptly advise CBTC of the receipt providing descriptions of any substantive communication oral communications from such Persons). Notwithstanding the foregoing, nothing contained herein shall be deemed to require Parent or any of its Subsidiaries to take any action, or commit to take any action, or agree to any condition or restriction, in connection with obtaining the foregoing permits, consents, approvals and authorizations of Governmental Authorities that would reasonably be likely, in each case following the Effective Time (but regardless when the action, condition or restriction is to be taken or implemented), to have a Governmental Authority with respect Material Adverse Effect on the Parent (measured on a scale relative to the transactions contemplated hereby and (iiCompany) provide CBTC with or a reasonable opportunity to participate in Material Adverse Effect on the preparation of any response thereto and the preparation of any other substantive submission or communication to any Governmental Authority with respect to the transactions contemplated hereby and to review any such response, submission or communication prior to the filing or submission thereofCompany.

Regulatory Applications. (a) United and CBTC Buyer, Buyer Sub, Seller, Seller Sub and their respective Subsidiaries and affiliates, as applicable, (a) subsidiaries shall cooperate and use their respective reasonable best efforts to prepare all documentation, to timely effect all filings (but in any event to effect all such filings within ninety (90) days of the date of this Agreement), and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities and Regulatory Authorities, including, as applicable, without limitation, those required to be filed with the Federal Reserve, the FDIC, the WVDFI and the Department, as well as pre-merger notification forms required by the merger notification or control laws and regulations of any applicable jurisdiction, as agreed to by the parties, in any event that are necessary to consummate the transactions contemplated by this Agreement and (b) covenant and agree that none of the information supplied or to be supplied by such party and any of its Subsidiaries and affiliates, as applicable, for inclusion in any filings with Governmental Authorities will, at the respective time such filing is made be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they are made not misleading. Each Party shall use its reasonable efforts to resolve objections, if any, which may be asserted with respect to the Merger under any applicable law, regulation or decree, including agreeing to divest any assets, deposits, lines of business or branches; provided that United shall not be required to agree to any condition or restriction or take any action or commit to take any action if such agreements or the taking of such action would, in the reasonable good faith judgment of the United Board, be materially financially burdensome to the business, operations, financial condition or results of operations of United or CBTC such that, had such condition or requirement been known, United would not, in its reasonable good faith judgment, have entered into this Agreement (a “Materially Burdensome Regulatory Condition”)Agreement. Each of United Buyer and CBTC Seller shall have the right to review in advance, and to the extent practicable practicable, each will consult with the other, in each case subject to applicable laws relating to the exchange of information, with respect to, and shall be provided in advance so as to reasonably exercise its right to review in advance, all material written information submitted to any third party or any Governmental Authority or Regulatory Authority in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto agrees to shall act reasonably and as promptly as practicable and, in any event, United shall make all necessary filings and provide any necessary notices within 75 days of the date of this Agreementpracticable. Each party hereto agrees that it will shall consult with the other party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Authorities and Regulatory Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other party apprised of the status of material matters relating to completion of the transactions contemplated hereby. Each party shall, including advising upon request, furnish the other party upon receiving with all information concerning itself, its subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with any communication from a filing, notice or application made by or on behalf of such other party or of its Subsidiaries to any third party or Governmental Authority the consent or approval of which is required for the consummation of the Merger and the other transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that any required consent or approval from a Governmental Authority will not be obtained or that the receipt of such consent or approval may be materially delayed (a “Regulatory Communication”). Upon the receipt of a Regulatory Communication, without limiting the scope of the foregoing paragraphs, United shall, to the extent permitted by applicable law, (i) promptly advise CBTC of the receipt of any substantive communication from a Governmental Authority with respect to the transactions contemplated hereby and (ii) provide CBTC with a reasonable opportunity to participate in the preparation of any response thereto and the preparation of any other substantive submission or communication to any Governmental Authority with respect to the transactions contemplated hereby and to review any such response, submission or communication prior to the filing or submission thereofAuthority.

Regulatory Applications. (a) United and CBTC Bay Banks, Virginia BanCorp and their respective Subsidiaries and affiliates, as applicable, (a) shall cooperate and use their respective reasonable best efforts (i) to prepare within 60 days of the date of this Agreement all documentation, documentation and to effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties with Regulatory Authorities and Governmental Authorities necessary to consummate the transactions contemplated by this Agreement and (bii) covenant to obtain all permits, consents, approvals and agree that none authorizations of the information supplied or to be supplied by such party all third parties, Regulatory Authorities and any of its Subsidiaries and affiliates, as applicable, for inclusion in any filings with Governmental Authorities will, at the respective time such filing is made be false or misleading with respect to any material fact, or omit to state any material fact necessary to make consummate the statements therein, in light of the circumstances under which they are made not misleadingtransactions contemplated by this Agreement. Each Party shall use its reasonable efforts to resolve objections, if any, which may be asserted by a Regulatory Authority or a Governmental Authority with respect to the Merger under any applicable law, regulation or decree, including agreeing to divest any assets, deposits, lines of business or branches; provided provided, that United Bay Banks shall not be required to agree to any condition or restriction or take any action or commit to take any action if such agreements or the taking of such action would, is reasonably likely to result in the reasonable good faith judgment a condition or restriction having an effect of the United Board, be materially financially burdensome type referred to the business, operations, financial condition or results of operations of United or CBTC such that, had such condition or requirement been known, United would not, in its reasonable good faith judgment, have entered into this Agreement (a “Materially Burdensome Regulatory Condition”Section 8.01(b). Each of United Virginia BanCorp and CBTC Bay Banks shall have the right to review in advance, and to the extent practicable each will consult with the other, in each case subject to applicable laws relating to the exchange of information, with respect to, advance all material written information submitted to any third party party, Regulatory Authority or any Governmental Authority in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable and, in any event, United shall make all necessary filings and provide any necessary notices within 75 days of the date of this Agreement. Each party hereto agrees that it will consult with the other party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties parties, Regulatory Authorities and Governmental Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other party apprised of the status of material matters relating to completion of the transactions contemplated hereby, including advising the other party upon receiving any communication from a Regulatory Authority or a Governmental Authority the consent or approval of which is required for the consummation of the Merger and the other transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that any required consent or approval from a Regulatory Authority or a Governmental Authority will not be obtained or that the receipt of such consent or approval may be materially delayed (a “Regulatory Communication”). Upon the receipt of a Regulatory Communication, without limiting the scope of the foregoing paragraphs, United Bay Banks shall, to the extent permitted by applicable law, law (i) promptly advise CBTC of the receipt of any substantive communication from a Governmental Authority with respect to the transactions contemplated hereby and (ii) provide CBTC with a reasonable opportunity to participate in the preparation of any response thereto and the preparation of any other substantive submission or communication to any Governmental Authority with respect to the transactions contemplated hereby and to review any such response, submission or communication prior to the filing or submission thereof.Virginia BanCorp,

Regulatory Applications. (a) United and CBTC Buyer, Buyer Sub, Seller, Seller Sub and their respective Subsidiaries and affiliates, as applicable, (a) subsidiaries shall cooperate and use their respective reasonable best efforts to prepare all documentation, to timely effect all filings (but in any event to effect all such filings within ninety (90) days of the date of this Agreement), and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities and Regulatory Authorities, including, as applicable, without limitation, those required to be filed with the Federal Reserve, the FDIC, the WVDFI, as well as pre-merger notification forms required by the merger notification or control laws and regulations of any applicable jurisdiction, as agreed to by the parties, in any event that are necessary to consummate the transactions contemplated by this Agreement and (b) covenant and agree that none of the information supplied or to be supplied by such party and any of its Subsidiaries and affiliates, as applicable, for inclusion in any filings with Governmental Authorities will, at the respective time such filing is made be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they are made not misleading. Each Party shall use its reasonable efforts to resolve objections, if any, which may be asserted with respect to the Merger under any applicable law, regulation or decree, including agreeing to divest any assets, deposits, lines of business or branches; provided that United shall not be required to agree to any condition or restriction or take any action or commit to take any action if such agreements or the taking of such action would, in the reasonable good faith judgment of the United Board, be materially financially burdensome to the business, operations, financial condition or results of operations of United or CBTC such that, had such condition or requirement been known, United would not, in its reasonable good faith judgment, have entered into this Agreement (a “Materially Burdensome Regulatory Condition”)Agreement. Each of United Buyer and CBTC Seller shall have the right to review in advance, and to the extent practicable practicable, each will consult with the other, in each case subject to applicable laws relating to the exchange of information, with respect to, and shall be provided in advance so as to reasonably exercise its right to review in advance, all material written information submitted to any third party or any Governmental Authority or Regulatory Authority in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto agrees to shall act reasonably and as promptly as practicable and, in any event, United shall make all necessary filings and provide any necessary notices within 75 days of the date of this Agreementpracticable. Each party hereto agrees that it will shall consult with the other party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Authorities and Regulatory Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other party apprised of the status of material matters relating to completion of the transactions contemplated hereby. Each party shall, including advising upon request, furnish the other party upon receiving with all information concerning itself, its subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with any communication from a filing, notice or application made by or on behalf of such other party or of its Subsidiaries to any third party or Governmental Authority the consent or approval of which is required for the consummation of the Merger and the other transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that any required consent or approval from a Governmental Authority will not be obtained or that the receipt of such consent or approval may be materially delayed (a “Regulatory Communication”). Upon the receipt of a Regulatory Communication, without limiting the scope of the foregoing paragraphs, United shall, to the extent permitted by applicable law, (i) promptly advise CBTC of the receipt of any substantive communication from a Governmental Authority with respect to the transactions contemplated hereby and (ii) provide CBTC with a reasonable opportunity to participate in the preparation of any response thereto and the preparation of any other substantive submission or communication to any Governmental Authority with respect to the transactions contemplated hereby and to review any such response, submission or communication prior to the filing or submission thereofAuthority.

Regulatory Applications. (a) United Buyer and CBTC Valley Financial and their respective Subsidiaries and affiliates, as applicable, (a) shall cooperate and use their respective reasonable best efforts (i) to prepare within 45 days of the date of this Agreement all documentation, documentation and to effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties with Regulatory Authorities and Governmental Authorities necessary to consummate the transactions contemplated by this Agreement and (bii) covenant to obtain all permits, consents, approvals and agree that none authorizations of the information supplied or to be supplied by such party all third parties, Regulatory Authorities and any of its Subsidiaries and affiliates, as applicable, for inclusion in any filings with Governmental Authorities will, at the respective time such filing is made be false or misleading with respect to any material fact, or omit to state any material fact necessary to make consummate the statements therein, in light of the circumstances under which they are made not misleadingtransactions contemplated by this Agreement. Each Party shall use its reasonable efforts to resolve objections, if any, which may be asserted by a Regulatory Authority or a Governmental Authority with respect to the Merger under any applicable law, regulation or decree, including agreeing to divest any assets, deposits, lines of business or branches; provided provided, that United Buyer shall not be required to agree to any condition or restriction or take any action or commit to take any action if such agreements or the taking of such action would, is reasonably likely to result in the reasonable good faith judgment a condition or restriction having an effect of the United Board, be materially financially burdensome type referred to the business, operations, financial condition or results of operations of United or CBTC such that, had such condition or requirement been known, United would not, in its reasonable good faith judgment, have entered into this Agreement (a “Materially Burdensome Regulatory Condition”Section 8.01(b). Each of United Buyer and CBTC Valley Financial shall have the right to review in advance, and to the extent practicable each will consult with the other, in each case subject to applicable laws relating to the exchange of information, with respect to, all material written information submitted to any third party party, Regulatory Authority or any Governmental Authority in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable and, in any event, United shall make all necessary filings and provide any necessary notices within 75 days of the date of this Agreementpracticable. Each party hereto agrees that it will consult with the other party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties parties, Regulatory Authorities and Governmental Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other party apprised of the status of material matters relating to completion of the transactions contemplated hereby, including advising the other party upon receiving any communication from a Regulatory Authority or a Governmental Authority the consent or approval of which is required for the consummation of the Merger and the other transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that any required consent or approval from a Regulatory Authority or a Governmental Authority will not be obtained or that the receipt of such consent or approval may be materially delayed (a “Regulatory Communication”). Upon the receipt of a Regulatory Communication, without limiting the scope of the foregoing paragraphs, United Buyer shall, to the extent permitted by applicable law, law (i) promptly advise CBTC Valley Financial of the receipt of any substantive communication from a Regulatory or a Governmental Authority with respect to the transactions contemplated hereby and hereby, (ii) provide CBTC Valley Financial with a reasonable opportunity to participate in the preparation of any response thereto and the preparation of any other substantive submission or communication to any Regulatory or Governmental Authority with respect to the transactions contemplated hereby and to review any such response, submission or communication prior to the filing or submission thereof, and (iii) provide Valley Financial with the opportunity to participate in any meetings or substantive telephone conversations that Buyer or its Subsidiaries or their respective representatives may have from time to time with any Regulatory Authority or Governmental Authority with respect to the transactions contemplated by this Agreement.

Regulatory Applications. (a) United and CBTC Georgetown and their respective Subsidiaries and affiliates, as applicable, (a) shall cooperate and use their respective reasonable best efforts to prepare all documentation, to effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary to consummate the transactions contemplated by this Agreement and (b) covenant and agree that none of the information supplied or to be supplied by such party and any of its Subsidiaries and affiliates, as applicable, for inclusion in any filings with Governmental Authorities will, at the respective time such filing is made be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they are made not misleading. Each Party party shall use its reasonable efforts to resolve objections, if any, which may be asserted with respect to the Merger under any applicable law, regulation or decree, including agreeing to divest any assets, deposits, lines of business or branches; provided provided, that United shall not be required to agree to any condition or restriction or take any action or commit to take any action if such agreements or the taking of such action would, is reasonably likely to result in the reasonable good faith judgment a condition or restriction having an effect of the United Board, be materially financially burdensome type referred to the business, operations, financial condition or results of operations of United or CBTC such that, had such condition or requirement been known, United would not, in its reasonable good faith judgment, have entered into this Agreement (a “Materially Burdensome Regulatory Condition”Section 7.01(b). Each of United and CBTC Georgetown shall have the right to review in advance, and to the extent practicable each will consult with the other, in each case subject to applicable laws relating to the exchange of information, with respect to, all material written information submitted to any third party or any Governmental Authority in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable andpracticable, in any event, United shall make all necessary filings and provide any necessary notices within 75 90 days of the date of this Agreement. Each party hereto agrees that it will consult with the other party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other party apprised of the status of material matters relating to completion of the transactions contemplated hereby, including advising the other party upon receiving any communication from a Governmental Authority the consent or approval of which is required for the consummation of the Merger and the other transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that any required consent or approval from a Governmental Authority will not be obtained or that the receipt of such consent or approval may be materially delayed (a “Regulatory Communication”). Upon the receipt of a Regulatory Communication, without limiting the scope of the foregoing paragraphs, United shall, to the extent permitted by applicable law, law (i) promptly advise CBTC Georgetown of the receipt of any substantive communication from a Governmental Authority with respect to the transactions contemplated hereby and hereby, (ii) provide CBTC Georgetown with a reasonable opportunity to participate in the preparation of any response thereto and the preparation of any other substantive submission or communication to any Governmental Authority with respect to the transactions contemplated hereby and to review any such response, submission or communication prior to the filing or submission thereof, and (iii) promptly provide Georgetown with a report with respect to any meetings or substantive telephone conversations that United or its Subsidiaries or their respective representatives may have from time to time with any Governmental Authority with respect to the transactions contemplated by this Agreement.

Regulatory Applications. (a) United and CBTC Buyer, Buyer Sub, Seller, Seller Sub and their respective Subsidiaries and affiliates, as applicable, (a) subsidiaries shall cooperate and use their respective reasonable best efforts to prepare all documentation, to timely effect all filings (but in any event to effect all such filings within ninety (90) days of the date of this Agreement), and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities and Regulatory Authorities, including, as applicable, without limitation, those required to be filed with the Federal Reserve, the FDIC, the West Virginia Division of Banking and the Department, as well as pre-merger notification forms required by the merger notification or control laws and regulations of any applicable jurisdiction, as agreed to by the parties, in any event which are necessary to consummate the transactions contemplated by this Agreement and (b) covenant and agree that none of the information supplied or to be supplied by such party and any of its Subsidiaries and affiliates, as applicable, for inclusion in any filings with Governmental Authorities will, at the respective time such filing is made be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they are made not misleading. Each Party shall use its reasonable efforts to resolve objections, if any, which may be asserted with respect to the Merger under any applicable law, regulation or decree, including agreeing to divest any assets, deposits, lines of business or branches; provided that United shall not be required to agree to any condition or restriction or take any action or commit to take any action if such agreements or the taking of such action would, in the reasonable good faith judgment of the United Board, be materially financially burdensome to the business, operations, financial condition or results of operations of United or CBTC such that, had such condition or requirement been known, United would not, in its reasonable good faith judgment, have entered into this Agreement (a “Materially Burdensome Regulatory Condition”)Agreement. Each of United Buyer and CBTC Seller shall have the right to review in advance, and to the extent practicable practicable, each will consult with the other, in each case subject to applicable laws relating to the exchange of information, with respect to, and shall be provided in advance so as to reasonably exercise its right to review in advance, all material written information submitted to any third party or any Governmental Authority or Regulatory Authority in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto agrees to shall act reasonably and as promptly as practicable and, in any event, United shall make all necessary filings and provide any necessary notices within 75 days of the date of this Agreementpracticable. Each party hereto agrees that it will shall consult with the other party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Authorities and Regulatory Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other party apprised of the status of material matters relating to completion of the transactions contemplated hereby. Each party shall, including advising upon request, furnish the other party upon receiving with all information concerning itself, its subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with any communication from a filing, notice or application made by or on behalf of such other party or of its Subsidiaries to any third party or Governmental Authority the consent or approval of which is required for the consummation of the Merger and the other transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that any required consent or approval from a Governmental Authority will not be obtained or that the receipt of such consent or approval may be materially delayed (a “Regulatory Communication”). Upon the receipt of a Regulatory Communication, without limiting the scope of the foregoing paragraphs, United shall, to the extent permitted by applicable law, (i) promptly advise CBTC of the receipt of any substantive communication from a Governmental Authority with respect to the transactions contemplated hereby and (ii) provide CBTC with a reasonable opportunity to participate in the preparation of any response thereto and the preparation of any other substantive submission or communication to any Governmental Authority with respect to the transactions contemplated hereby and to review any such response, submission or communication prior to the filing or submission thereofAuthority.

Regulatory Applications. (a) United The Company and CBTC Parent and their respective Subsidiaries and affiliates, as applicable, (a) shall will cooperate and use their respective reasonable best efforts to prepare as promptly as practicable all documentation, to effect make all filings and to obtain all permits, consents, approvals approvals, permits and other authorizations of all Governmental Authorities and third parties and Governmental Authorities necessary to consummate the Merger and the other transactions contemplated by this Agreement and (b) covenant and agree that none of the information supplied or to be supplied by such party and any of its Subsidiaries and affiliates, as applicable, for inclusion in any filings with Governmental Authorities will, at the respective time such filing is made be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they are made not misleading. Each Party shall use its reasonable efforts to resolve objections, if any, which may be asserted with respect to the Merger under any applicable law, regulation or decreehereby, including agreeing to divest any assets, deposits, lines of business or branches; provided that United shall not be required to agree to any condition or restriction or take any action or commit to take any action if such agreements or the taking of such action would, in Other Mergers (the reasonable good faith judgment of the United Board, be materially financially burdensome to the business, operations, financial condition or results of operations of United or CBTC such that, had such condition or requirement been known, United would not, in its reasonable good faith judgment, have entered into this Agreement (a “Materially Burdensome "Requisite Regulatory Condition”Approvals"). Each of United the Company and CBTC shall Parent will have the right to review in advance, and to the extent practicable each will consult with the other, in each case subject to applicable laws relating to the exchange of information, with respect to, to all material written information submitted to any third party or any Governmental Authority in connection with the transactions contemplated by this AgreementRequisite Regulatory Approvals. In exercising the foregoing right, each of the parties hereto agrees to will act reasonably and as promptly as practicable and, in any event, United shall make all necessary filings and provide any necessary notices within 75 days of the date of this Agreementpracticable. Each party hereto agrees that it will consult with the other party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary or advisable to consummate the transactions contemplated by this Agreement hereby and each party will keep the other party apprised appraised of the status of material matters relating to completion of the transactions contemplated hereby. Parent agrees that it shall file the required applications and notices, including advising the other party upon receiving any communication from a Governmental Authority the consent or approval of which is required for the consummation of the Merger and the other transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that any required consent or approval from a Governmental Authority will not be obtained or that the receipt of such consent or approval may be materially delayed (a “Regulatory Communication”). Upon the receipt of a Regulatory Communication, without limiting the scope of the foregoing paragraphs, United shallas applicable, to the extent permitted by applicable lawFederal Reserve Board under the BHC Act, (i) promptly advise CBTC 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 within 45 days of the receipt of any substantive communication from a Governmental Authority with respect date hereof; provided, however, that Parent shall not be deemed to have breached the foregoing to the transactions contemplated hereby extent it failed to file such applications due to the failure of the Company to promptly furnish to Parent all information concerning the Company, its Subsidiaries, directors, officers and (ii) provide CBTC shareholders and such other matters as may be reasonably necessary or advisable in connection with a reasonable opportunity to participate any such notice or application, as applicable, as requested by Parent. In addition, the Company and its Subsidiaries shall, at the request of Parent, assist Parent in the preparation of any response thereto and/or prepare, as applicable, all documentation, assist Parent in making and/or make, as applicable, all filings and assist Parent in obtaining and/or obtain, as applicable, all consents, approvals, permits and other authorizations of all Governmental Authorities and third parties, in each case, as promptly as practicable following such request, in order to convert the preparation of any other substantive submission or communication to any Governmental Authority with respect to Company Bank into a New York chartered commercial bank effective immediately after the transactions contemplated hereby and to review any such response, submission or communication prior to the filing or submission thereofEffective Time.

Regulatory Applications. (a) United Parent, Skyline and CBTC JCB and their respective Subsidiaries and affiliates, as applicable, (a) shall cooperate and use their respective reasonable best efforts (i) to prepare as soon as reasonably practicable (and in any event within 45 days) all documentation, documentation and to effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties with Regulatory Authorities and Governmental Authorities necessary to consummate the transactions contemplated by this Agreement and (bii) covenant to obtain all permits, consents, approvals and agree that none authorizations of the information supplied or to be supplied by such party all third parties, Regulatory Authorities and any of its Subsidiaries and affiliates, as applicable, for inclusion in any filings with Governmental Authorities will, at the respective time such filing is made be false or misleading with respect to any material fact, or omit to state any material fact necessary to make consummate the statements therein, in light of the circumstances under which they are made not misleadingtransactions contemplated by this Agreement. Each Party shall use its reasonable efforts to resolve objections, if any, which may be asserted by a Regulatory Authority or a Governmental Authority with respect to the Merger or the Bank Merger under any applicable law, regulation or decree, including agreeing to divest any assets, deposits, lines of business or branches; provided provided, that United Parent shall not be required to agree to any condition or restriction or take any action or commit to take any action if such agreements or the taking of such action would, is reasonably likely to result in the reasonable good faith judgment a condition or restriction having an effect of the United Board, be materially financially burdensome type referred to the business, operations, financial condition or results of operations of United or CBTC such that, had such condition or requirement been known, United would not, in its reasonable good faith judgment, have entered into this Agreement (a “Materially Burdensome Regulatory Condition”Section 7.01(b). Each of United Parent and CBTC JCB shall have the right to review in advance, and to the extent practicable each will consult with the other, in each case subject to applicable laws relating to the exchange of information, with respect to, advance all material written information submitted to any third party party, Regulatory Authority or any Governmental Authority in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable and, in any event, United shall make all necessary filings and provide any necessary notices within 75 days of the date of this Agreement. Each party hereto agrees that it will consult with the other party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties parties, Regulatory Authorities and Governmental Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other party apprised of the status of material matters relating to completion of the transactions contemplated hereby, including advising the other party upon receiving any communication from a Regulatory Authority or a Governmental Authority the consent or approval of which is required for the consummation of the Merger or the Bank Merger and the other transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that any required consent or approval from a Regulatory Authority or a Governmental Authority will not be obtained or that the receipt of such consent or approval may be materially delayed (a “Regulatory Communication”). Upon the receipt of a Regulatory Communication, without limiting the scope of the foregoing paragraphs, United Parent shall, to the extent permitted by applicable law, law (i) promptly advise CBTC of the receipt of any substantive communication from a Governmental Authority with respect to the transactions contemplated hereby and JCB, (ii) provide CBTC JCB with a reasonable opportunity to participate in the preparation of any response thereto and the preparation of any other substantive submission or communication to any Regulatory Authority or Governmental Authority with respect to the transactions contemplated hereby and to review any such response, submission or communication prior to the filing or submission thereof, and (iii) provide JCB with the opportunity to participate in any meetings or substantive telephone conversations that Parent may have from time to time with any Regulatory Authority or Governmental Authority with respect to the transactions contemplated by this Agreement.

Regulatory Applications. (a) United Buyer and CBTC Valley Financial and their respective Subsidiaries and affiliates, as applicable, (a) shall cooperate and use their respective reasonable best efforts (i) to prepare within 45 days of the date of this Agreement all documentation, documentation and to effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties with Regulatory Authorities and Governmental Authorities necessary to consummate the transactions contemplated by this Agreement and (bii) covenant to obtain all permits, consents, approvals and agree that none authorizations of the information supplied or to be supplied by such party all third parties, Regulatory Authorities and any of its Subsidiaries and affiliates, as applicable, for inclusion in any filings with Governmental Authorities will, at the respective time such filing is made be false or misleading with respect to any material fact, or omit to state any material fact necessary to make consummate the statements therein, in light of the circumstances under which they are made not misleadingtransactions contemplated by this Agreement. Each Party shall use its reasonable efforts to resolve objections, if any, which may be asserted by a Regulatory Authority or a Governmental Authority with respect to the Merger under any applicable law, regulation or decree, including agreeing to divest any assets, deposits, lines of business or branches; provided provided, that United Buyer shall not be required to agree to any condition or restriction or take any action or commit to take any action if such agreements or the taking of such action would, is reasonably likely to result in the reasonable good faith judgment a condition or restriction having an effect of the United Board, be materially financially burdensome type referred to the business, operations, financial condition or results of operations of United or CBTC such that, had such condition or requirement been known, United would not, in its reasonable good faith judgment, have entered into this Agreement (a “Materially Burdensome Regulatory Condition”Section 8.01(b). Each of United Buyer and CBTC Valley Financial shall have the right to review in advance, and to the extent practicable each will consult with the other, in each case subject to applicable laws relating to the exchange of information, with respect to, all material written information submitted to any third party party, Regulatory Authority or any Governmental Authority in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable and, in any event, United shall make all necessary filings and provide any necessary notices within 75 days of the date of this Agreementpracticable. Each party hereto agrees that it will consult with the other party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties parties, Regulatory Authorities and Governmental Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other party 55 apprised of the status of material matters relating to completion of the transactions contemplated hereby, including advising the other party upon receiving any communication from a Regulatory Authority or a Governmental Authority the consent or approval of which is required for the consummation of the Merger and the other transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that any required consent or approval from a Regulatory Authority or a Governmental Authority will not be obtained or that the receipt of such consent or approval may be materially delayed (a “Regulatory Communication”). Upon the receipt of a Regulatory Communication, without limiting the scope of the foregoing paragraphs, United Buyer shall, to the extent permitted by applicable law, law (i) promptly advise CBTC Valley Financial of the receipt of any substantive communication from a Regulatory or a Governmental Authority with respect to the transactions contemplated hereby and hereby, (ii) provide CBTC Valley Financial with a reasonable opportunity to participate in the preparation of any response thereto and the preparation of any other substantive submission or communication to any Regulatory or Governmental Authority with respect to the transactions contemplated hereby and to review any such response, submission or communication prior to the filing or submission thereof, and (iii) provide Valley Financial with the opportunity to participate in any meetings or substantive telephone conversations that Buyer or its Subsidiaries or their respective representatives may have from time to time with any Regulatory Authority or Governmental Authority with respect to the transactions contemplated by this Agreement.

Regulatory Applications. Each of the parties hereto shall use its reasonable best efforts to promptly prepare and submit (aand in any event, within twenty (20) United and CBTC and their respective Subsidiaries and affiliatesbusiness days after the date of the Plan or such shorter period as may be required by Applicable Law), applications to the appropriate Governmental Authorities responsible for competition or antitrust matters for approval of or non-objection to the Merger, including filings under the Xxxx-Xxxxx-Xxxxxx Act of 1976, as applicableamended (“HSR”) and any other competition or antitrust filing required to be filed as a result of the execution and delivery of the Plan or as a condition to the consummation of the Merger in the European Union or any member state thereof or other jurisdiction (collectively with the filings under HSR, the “Competition Filings”). The parties will cooperate in good faith to identify as soon as practicable (aand in any event, within ten (10) shall days after the date of the Plan), all of the Competition Filings or any other appropriate filings to secure all other approvals, consents and rulings which are necessary for the consummation of the Merger and make all such filings promptly thereafter. Without limiting the foregoing, each of the parties hereto agrees to cooperate with the other and, subject to the terms and conditions set forth in the Plan, use their respective its reasonable best efforts to prepare and file all documentation, to effect all filings and to obtain all necessary permits, consents, orders, approvals and authorizations of of, or any exemption by, all third parties and Governmental Authorities necessary or advisable to consummate the transactions contemplated by this Agreement the Plan. In furtherance and (b) covenant and agree that none not in limitation of the information supplied or to be supplied by such party and any of its Subsidiaries and affiliatesforegoing, as applicable, for inclusion in any filings with Governmental Authorities will, at the respective time such filing is made be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they are made not misleading. Each Party parties shall use its reasonable their best efforts to resolve objections, if any, which any objections as may be asserted with respect to the Merger Competition Filings, provided, however, in that no event shall Purchaser or the Company be required, in order to secure the consents, approvals or absence of objections under any applicable lawthe Competition Filings, regulation or decreeas applicable, including agreeing to divest any assets, deposits, lines of business or branches; provided that United shall not be required to agree to limit or divest any condition existing business activity or restriction or take any action or commit to take any action if such agreements or the taking of such action would, engage in the reasonable good faith judgment of the United Board, be materially financially burdensome to the business, operations, financial condition or results of operations of United or CBTC such that, had such condition or requirement been known, United would not, in its reasonable good faith judgment, have entered into this Agreement (a “Materially Burdensome Regulatory Condition”)litigation. Each of United the Company and CBTC shall have the right to review in advancePurchaser shall, and to the extent practicable each will practicable, consult with the other, in each case subject to applicable laws relating to the exchange of information, with respect to, to all material written information submitted to to, any third party or any Governmental Authority regulatory authorities in connection with the transactions contemplated by this Agreementthe Plan. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable and, in any event, United shall make all necessary filings and provide any necessary notices within 75 days of the date of this Agreementpracticable. Each party hereto agrees that it will consult with the other party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Authorities regulatory authorities necessary or advisable to consummate the transactions contemplated by this Agreement the Plan and each party will keep the other party apprised of the status of material matters relating to completion of the transactions contemplated hereby, including advising the other party upon receiving any communication from a Governmental Authority the consent or approval of which is required for the consummation of the Merger . In furtherance and the other transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that any required consent or approval from a Governmental Authority will not be obtained or that the receipt of such consent or approval may be materially delayed (a “Regulatory Communication”). Upon the receipt of a Regulatory Communication, without limiting the scope in limitation of the foregoing paragraphssentence, the Purchaser and Acquisition Sub, on the one hand, and the Company, on the other hand, shall promptly inform the other of any material communication from the United shallStates Federal Trade Commission, to the extent permitted by applicable law, (i) promptly advise CBTC Department of Justice or any other Governmental Authority regarding any of the receipt of transactions contemplated hereby. If any substantive communication such party receives a request for additional information or documentary material from a any such Governmental Authority with respect to the Merger and transactions contemplated hereby hereby, then such party will endeavor in good faith to make, or cause to be made, as soon as reasonably practicable and (ii) provide CBTC after consultation with a reasonable opportunity to participate the other parties, an appropriate response in the preparation of any response thereto and the preparation of any other substantive submission or communication to any Governmental Authority compliance with respect to the transactions contemplated hereby and to review any such response, submission or communication prior to the filing or submission thereofrequest.

Regulatory Applications. (a) United Subject to the terms and CBTC conditions of this Agreement, each of Purchaser and Group and their respective Subsidiaries and affiliates, as applicable, (a) shall cooperate and use their respective reasonable best efforts to prepare as promptly as practicable all documentation, to effect make all filings with and to obtain all permits, consents, approvals Consents and authorizations of Permits from all third parties and Governmental Authorities necessary required to consummate the Transactions and the other transactions contemplated hereby and by this Agreement the Ancillary Agreements (such Consents and (b) covenant and agree that none of the information supplied or to be supplied by such party and any of its Subsidiaries and affiliatesPermits, as applicable, for inclusion in any filings with Governmental Authorities will, at the respective time such filing is made be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they are made not misleading. Each Party shall use its reasonable efforts to resolve objections, if any, which may be asserted including those required with respect to the Merger under IABF Transactions, the “Requisite Regulatory Approvals,” it being understood that it shall be the primary responsibility of Sellers (with Purchaser’s cooperation) to procure the (i) Consents listed in clauses (G), (H), (I), (J) and (K) of the definition of the term “Seller Regulatory Consents” and (ii) any applicable lawother Consent with respect to the IABF and the IABF Transactions) and shall make all necessary filings in respect of the Requisite Regulatory Approvals of non-US, regulation or decreefederal and state banking authorities relating to the Transactions as promptly as practicable, including agreeing to divest but in any assets, deposits, lines of business or branches; provided that United shall not be required to agree to any condition or restriction or take any action or commit to take any action if such agreements or event within 20 Business Days after the taking of such action would, date hereof (in the reasonable good faith judgment case of Purchaser assuming the full cooperation of the United BoardSellers, be materially financially burdensome to and in the businesscase of the Sellers assuming the full cooperation of Purchaser), operationsand shall make all other necessary filings in respect of the Requisite Regulatory Approvals as promptly as practicable after the date hereof. After the date hereof, financial condition or results each of operations of United or CBTC such that, had such condition or requirement been known, United would not, in its reasonable good faith judgment, have entered into this Agreement (a “Materially Burdensome Regulatory Condition”). Each of United Purchaser and CBTC Group shall have the right to review in advance, and to the extent practicable each will shall consult with the other, in each case subject to applicable laws Laws relating to the exchange of information, with respect toto all nonconfidential, all material written information submitted to any third party or any Governmental Authority in connection with the transactions contemplated by this Agreementany Requisite Regulatory Approval. In exercising the foregoing right, each of the parties hereto agrees to Purchaser and Group and their respective Subsidiaries shall act reasonably and as promptly as practicable and, in any event, United shall make all necessary filings and provide any necessary notices within 75 days of the date of this Agreementpracticable. Each party hereto of Purchaser and Group agrees that it will shall consult with the other party hereto with respect to the obtaining of all material permits, consents, approvals Permits and authorizations of Consents from all third parties and Governmental Authorities necessary or advisable to consummate the transactions contemplated by this Agreement hereby as promptly as practicable, and each party will of Purchaser and Group shall keep the other party apprised reasonably appraised of the status of material matters relating to the completion of the transactions contemplated herebyhereby (for the avoidance of doubt, including advising the other party upon receiving any communication from a Governmental Authority status of matters relating to the consent or approval of which is required for the consummation completion of the Merger and the other transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that any required consent or approval from a Governmental Authority will not be obtained or that the receipt of such consent or approval may be materially delayed (a “Regulatory Communication”IABF Transactions). Upon the receipt of a Regulatory Communication, without limiting the scope of Notwithstanding the foregoing paragraphsand anything else in this Agreement, United shallnothing contained herein shall be deemed to require Purchaser to (and Sellers shall not without Purchaser’s prior written consent agree to) take any action, or commit to take any action, or agree to any condition or restriction in connection with obtaining the extent permitted by applicable lawforegoing Requisite Regulatory Approvals and other Permits, Consents, approvals and authorizations of Governmental Authorities or in consummating the IABF Transactions, (i) promptly advise CBTC that would reasonably be expected to have a material adverse effect on Purchaser and the business of the receipt of any substantive communication from Sales Package Companies (taken as a Governmental Authority with respect whole) after giving effect to the transactions contemplated hereby and or (ii) provide CBTC with a reasonable opportunity that involves any material change adverse to participate Purchaser or the Sales Package Companies in the preparation terms and provisions of any response thereto the IABF Transactions and the preparation obligations arising therefrom or that would reasonably be expected to cause Section 5.02(jj) to not be true and correct in all material respects at Closing (either of any other substantive submission (i) or communication to any Governmental Authority with respect to the transactions contemplated hereby and to review any such response(ii), submission or communication prior to the filing or submission thereofa “Materially Burdensome Regulatory Condition”).

Regulatory Applications. Each of the parties hereto shall use its reasonable best efforts to promptly prepare and submit (aand in any event, within twenty (20) United and CBTC and their respective Subsidiaries and affiliatesbusiness days after the date of the Plan or such shorter period as may be required by Applicable Law), applications to the appropriate Governmental Authorities responsible for competition or antitrust matters for approval of or non-objection to the Merger, including filings under the Xxxx-Xxxxx-Xxxxxx Act of 1976, as applicableamended ("HSR") and any other competition or antitrust filing required to be filed as a result of the execution and delivery of the Plan or as a condition to the consummation of the Merger in the European Union or any member state thereof or other jurisdiction (collectively with the filings under HSR, the "Competition Filings"). The parties will cooperate in good faith to identify as soon as practicable (aand in any event, within ten (10) shall days after the date of the Plan), all of the Competition Filings or any other appropriate filings to secure all other approvals, consents and rulings which are necessary for the consummation of the Merger and make all such filings promptly thereafter. Without limiting the foregoing, each of the parties hereto agrees to cooperate with the other and, subject to the terms and conditions set forth in the Plan, use their respective its reasonable best efforts to prepare and file all documentation, to effect all filings and to obtain all necessary permits, consents, orders, approvals and authorizations of of, or any exemption by, all third parties and Governmental Authorities necessary or advisable to consummate the transactions contemplated by this Agreement the Plan. In furtherance and (b) covenant and agree that none not in limitation of the information supplied or to be supplied by such party and any of its Subsidiaries and affiliatesforegoing, as applicable, for inclusion in any filings with Governmental Authorities will, at the respective time such filing is made be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they are made not misleading. Each Party parties shall use its reasonable their best efforts to resolve objections, if any, which any objections as may be asserted with respect to the Merger Competition Filings, provided, however, in that no event shall Purchaser or the Company be required, in order to secure the consents, approvals or absence of objections under any applicable lawthe Competition Filings, regulation or decreeas applicable, including agreeing to divest any assets, deposits, lines of business or branches; provided that United shall not be required to agree to limit or divest any condition existing business activity or restriction or take any action or commit to take any action if such agreements or the taking of such action would, engage in the reasonable good faith judgment of the United Board, be materially financially burdensome to the business, operations, financial condition or results of operations of United or CBTC such that, had such condition or requirement been known, United would not, in its reasonable good faith judgment, have entered into this Agreement (a “Materially Burdensome Regulatory Condition”)litigation. Each of United the Company and CBTC shall have the right to review in advancePurchaser shall, and to the extent practicable each will practicable, consult with the other, in each case subject to applicable laws relating to the exchange of information, with respect to, to all material written information submitted to to, any third party or any Governmental Authority regulatory authorities in connection with the transactions contemplated by this Agreementthe Plan. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable and, in any event, United shall make all necessary filings and provide any necessary notices within 75 days of the date of this Agreementpracticable. Each party hereto agrees that it will consult with the other party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Authorities regulatory authorities necessary or advisable to consummate the transactions contemplated by this Agreement the Plan and each party will keep the other party apprised of the status of material matters relating to completion of the transactions contemplated hereby, including advising the other party upon receiving any communication from a Governmental Authority the consent or approval of which is required for the consummation of the Merger . In furtherance and the other transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that any required consent or approval from a Governmental Authority will not be obtained or that the receipt of such consent or approval may be materially delayed (a “Regulatory Communication”). Upon the receipt of a Regulatory Communication, without limiting the scope in limitation of the foregoing paragraphssentence, the Purchaser and Acquisition Sub, on the one hand, and the Company, on the other hand, shall promptly inform the other of any material communication from the United shallStates Federal Trade Commission, to the extent permitted by applicable law, (i) promptly advise CBTC Department of Justice or any other Governmental Authority regarding any of the receipt of transactions contemplated hereby. If any substantive communication such party receives a request for additional information or documentary material from a any such Governmental Authority with respect to the Merger and transactions contemplated hereby hereby, then such party will endeavor in good faith to make, or cause to be made, as soon as reasonably practicable and (ii) provide CBTC after consultation with a reasonable opportunity to participate the other parties, an appropriate response in the preparation of any response thereto and the preparation of any other substantive submission or communication to any Governmental Authority compliance with respect to the transactions contemplated hereby and to review any such response, submission or communication prior to the filing or submission thereofrequest.

Regulatory Applications. (a) United The Company and CBTC Parent and their respective Subsidiaries and affiliates, as applicable, (a) shall will cooperate and use their respective reasonable best efforts to prepare as promptly as practicable all documentation, to effect make all filings and to obtain all permits, consents, approvals approvals, permits and other authorizations of all Governmental Authorities and third parties and Governmental Authorities necessary to consummate the Merger and the other transactions contemplated by this Agreement and (b) covenant and agree that none of the information supplied or to be supplied by such party and any of its Subsidiaries and affiliates, as applicable, for inclusion in any filings with Governmental Authorities will, at the respective time such filing is made be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they are made not misleading. Each Party shall use its reasonable efforts to resolve objections, if any, which may be asserted with respect to the Merger under any applicable law, regulation or decreehereby, including agreeing to divest any assets, deposits, lines of business or branches; provided that United shall not be required to agree to any condition or restriction or take any action or commit to take any action if such agreements or the taking of such action would, in Other Mergers (the reasonable good faith judgment of the United Board, be materially financially burdensome to the business, operations, financial condition or results of operations of United or CBTC such that, had such condition or requirement been known, United would not, in its reasonable good faith judgment, have entered into this Agreement (a “Materially Burdensome Requisite Regulatory ConditionApprovals”). Each of United the Company and CBTC shall Parent will have the right to review in advance, and to the extent practicable each will consult with the other, in each case subject to applicable laws relating to the exchange of information, with respect to, to all material written information submitted to any third party or any Governmental Authority in connection with the transactions contemplated by this AgreementRequisite Regulatory Approvals. In exercising the foregoing right, each of the parties hereto agrees to will act reasonably and as promptly as practicable and, in any event, United shall make all necessary filings and provide any necessary notices within 75 days of the date of this Agreementpracticable. Each party hereto agrees that it will consult with the other party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary or advisable to consummate the transactions contemplated by this Agreement hereby and each party will keep the other party apprised appraised of the status of material matters relating to completion of the transactions contemplated hereby. Parent agrees that it shall file the required applications and notices, including advising the other party upon receiving any communication from a Governmental Authority the consent or approval of which is required for the consummation of the Merger and the other transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that any required consent or approval from a Governmental Authority will not be obtained or that the receipt of such consent or approval may be materially delayed (a “Regulatory Communication”). Upon the receipt of a Regulatory Communication, without limiting the scope of the foregoing paragraphs, United shallas applicable, to the extent permitted by applicable lawFederal Reserve Board under the BHC Act, (i) promptly advise CBTC 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 within 45 days of the receipt of any substantive communication from a Governmental Authority with respect date hereof; provided, however, that Parent shall not be deemed to have breached the foregoing to the transactions contemplated hereby extent it failed to file such applications due to the failure of the Company to promptly furnish to Parent all information concerning 29 the Company, its Subsidiaries, directors, officers and (ii) provide CBTC shareholders and such other matters as may be reasonably necessary or advisable in connection with a reasonable opportunity to participate any such notice or application, as applicable, as requested by Parent. In addition, the Company and its Subsidiaries shall, at the request of Parent, assist Parent in the preparation of any response thereto and/or prepare, as applicable, all documentation, assist Parent in making and/or make, as applicable, all filings and assist Parent in obtaining and/or obtain, as applicable, all consents, approvals, permits and other authorizations of all Governmental Authorities and third parties, in each case, as promptly as practicable following such request, in order to convert the preparation of any other substantive submission or communication to any Governmental Authority with respect to Company Bank into a New York chartered commercial bank effective immediately after the transactions contemplated hereby and to review any such response, submission or communication prior to the filing or submission thereofEffective Time.