Common use of Regulatory Approvals; No Defaults Clause in Contracts

Regulatory Approvals; No Defaults. No consents or approvals of, or filings or registrations with, any court, administrative agency or commission or other governmental authority or instrumentality or with any third party are required to be made or obtained by Wachovia or any of its Subsidiaries in connection with the execution, delivery or performance by Wachovia of this Agreement or to consummate the Merger except for (A) the filing of applications and notices, as applicable, with the federal and state banking authorities; (B) approval of the listing on the NYSE of Wachovia Common Stock to be issued in the Merger; (C) the filing and declaration of effectiveness of the Registration Statement; (D) the filing of articles of merger with the North Carolina Secretary pursuant to the NCBCA and the Corporation Commission pursuant to the VSCA; (E) such filings as are required to be made or approvals as are required to be obtained under the securities or "Blue Sky" laws of various states in connection with the issuance of Wachovia Stock in the Merger; and (F) receipt of the approvals set forth in Section 7.01(b). As of the date hereof, Wachovia is not aware of any reason why the approvals set forth in Section 7.01(b) will not be received without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Wachovia Corp/ Nc), Agreement and Plan of Merger (Jefferson Bankshares Inc)

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Regulatory Approvals; No Defaults. (i) No consents or approvals of, or filings or registrations with, any court, administrative agency or commission or other governmental authority or instrumentality Governmental Authority or with any third party are required to be made or obtained by Wachovia Zions or any of its Subsidiaries in connection with the execution, delivery or performance by Wachovia Zions of this Agreement or to consummate the Merger except for (A) the filing of applications and notices, as applicable, with the federal and state banking authorities; (B) approval of the listing on the NYSE NASDAQ of Wachovia Zions Common Stock to be issued in the Merger; (C) the filing and declaration of effectiveness of the Registration Statement; (D) the filing of articles of merger with the North Carolina Corporation Division pursuant to the UBCA and an agreement of merger with the California Secretary pursuant to the NCBCA and the Corporation Commission pursuant to the VSCACGCL; (E) such filings as are required to be made or approvals as are required to be obtained under the securities or "Blue Sky" laws of various states in connection with the issuance of Wachovia Zions Common Stock in the Merger; and (F) receipt of the approvals set forth in Section 7.01(b). As of the date hereof, Wachovia is not aware Zions has no knowledge of any reason why the approvals set forth in Section 7.01(b) will not be received without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Regency Bancorp)

Regulatory Approvals; No Defaults. No consents or approvals of, or filings or registrations with, any court, administrative agency or commission or other governmental authority or instrumentality or with any third party are required to be made or obtained by Wachovia or any of its Subsidiaries in connection with the execution, delivery or performance by Wachovia of this Agreement or to consummate the Merger except for (A) the filing of applications and notices, as applicable, with the federal and state banking authorities; (B) approval of the listing on the NYSE of Wachovia Common Stock to be issued in the Merger; (C) the filing and declaration of effectiveness of the Registration Statement; (D) the filing of articles of merger with the Secretary of State of the State of North Carolina Secretary pursuant to the NCBCA and the Corporation Commission Secretary of State of the State of Florida pursuant to the VSCAFBCA; (E) such filings as are required to be made or approvals as are required to be obtained under the securities or "Blue Sky" laws of various states in connection with the issuance of Wachovia Common Stock in the Merger; and (F) receipt of the approvals set forth in Section 7.01(b). As of the date hereof, Wachovia is not aware of any reason why the approvals set forth in Section 7.01(b) will not be received without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Commerce National Corp)

Regulatory Approvals; No Defaults. (i) No consents or approvals of, or filings or registrations with, any court, administrative agency or commission or other governmental authority or instrumentality Governmental Authority or with any third party are required to be made or obtained by Wachovia the Acquiror or any of its Subsidiaries in connection with the execution, delivery or performance by Wachovia the Acquiror, the Bank or Merger Sub of this Agreement or to consummate the Merger except for (A) the filing of a notice under the HSR Act, (B) the filing of applications and notices, as applicable, with the federal OTS and state banking authoritiesthe FDIC; (BC) approval of the listing on the NYSE of Wachovia the Acquiror Common Stock to be issued in the MergerMerger (and related Acquiror Rights); (CD) the filing and declaration of effectiveness of the Registration Statement; (DE) the filing of articles a certificate of merger with the North Carolina Secretary of State of the State of Delaware pursuant to the NCBCA DGCL; and the Corporation Commission pursuant to the VSCA; (EF) such filings as are required to be made or approvals as are required to be obtained under the securities or "Blue Sky" laws of various states in connection with the issuance of Wachovia Acquiror Common Stock in the Merger; and (F) receipt of the approvals set forth in Section 7.01(b). As of the date hereof, Wachovia the Acquiror is not aware of any reason why the approvals set forth in Section 7.01(b) of all Governmental Authorities necessary to permit consummation of the transactions contemplated hereby will not be received without the imposition of a condition, restriction condition or requirement of the type described in Section 7.01(b).

Appears in 1 contract

Samples: 47 Agreement and Plan of Combination (North American Mortgage Co)

Regulatory Approvals; No Defaults. (i) No consents or approvals of, or filings or registrations with, any court, administrative agency or commission or other governmental authority or instrumentality or with any third party are required to be made or obtained by Wachovia or any of its Subsidiaries in connection with the execution, delivery or performance by Wachovia of this Agreement or to consummate the Merger except for (A) the filing of applications and notices, as applicable, with the federal and state banking authorities; (B) approval of the listing on the NYSE of Wachovia Common Stock to be issued in the Merger; (C) the filing and declaration of effectiveness of the Registration StatementStatement or the receipt by Wachovia of the Fairness Order; (D) the filing of articles of merger with the North Carolina Secretary pursuant to the NCBCA and the Corporation Commission Florida Department of State pursuant to the VSCAFBCA; (E) such filings as are required to be made or approvals as are required to be obtained under the securities or "Blue Sky" laws of various states in connection with the issuance of Wachovia Stock in the Merger; and (F) receipt of the approvals set forth in Section 7.01(b7.1(b). As of the date hereof, Wachovia is not aware of any reason why the approvals set forth in Section 7.01(b7.1(b) will not be received without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b7.1(b).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Wachovia Corp/ Nc)

Regulatory Approvals; No Defaults. (i) No consents or approvals of, or waivers by, or filings or registrations with, any court, administrative agency or commission or other governmental authority or instrumentality Governmental Authority or with any third party are required to be made or obtained by Wachovia FCBI or any of its Subsidiaries in connection with the execution, delivery or performance by Wachovia FCBI of this Agreement and by FC Bank of the Bank Merger Agreement or to consummate the Merger Transaction, except for (A) the filing filings of applications or notices with and noticesapprovals or waivers by the FRB, the OCC, and the Commissioner, as required, (B) filings with the SEC and state securities authorities, as applicable, in connection with the federal submission of this Agreement for the approval of the holders of CCFC Common Stock and state banking authorities; the issuance of FCBI Common Stock in the Merger, (BC) the approval of the listing on Nasdaq of the NYSE of Wachovia FCBI Common Stock to be issued in the Merger; (C) the filing Merger and declaration of effectiveness of the Registration Statement; (D) the filing of articles Articles of merger Merger with the Secretary of State of the State of North Carolina Secretary pursuant to the NCBCA and the Corporation Commission Secretary of State of the State of Nevada pursuant to the VSCA; (E) such filings as are required NGCL with respect to be made or approvals as are required to be obtained under the securities or "Blue Sky" laws of various states in connection with the issuance of Wachovia Stock in the Merger; and (F) receipt of the approvals set forth in Section 7.01(b). As of the date hereof, Wachovia FCBI is not aware of any reason why the approvals set forth above and referred to in Section 7.01(b) will not be received in a timely manner and without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b).

Appears in 1 contract

Samples: Agreement and Plan of Merger (First Community Bancshares Inc /Nv/)

Regulatory Approvals; No Defaults. No (i) Except as Previously Disclosed, no consents or approvals of, or filings or registrations with, the shareholders of CSB, any court, administrative agency or commission or other governmental authority or instrumentality Governmental Authority or with any third party are required to be made or obtained by Wachovia CSB or any of its Significant Subsidiaries in connection with the execution, delivery or performance by Wachovia CSB of this Agreement or to consummate the Merger except for (A) the filing of applications applications, notices, and noticesthe Agreement to Merge, as applicable, with the federal and state banking authoritiesauthorities to approve the transactions contemplated by this Agreement; (B) approval of the listing on the NYSE of Wachovia Common Stock to be issued in the Merger; (C) the filing and declaration of effectiveness of the Registration Statement; (DC) the filing filings of the certificate of merger with the OSS pursuant to the OGCL and the articles of merger with the North Carolina Secretary PDS pursuant to the NCBCA and the Corporation Commission pursuant to the VSCAPBCL; (ED) such filings as are required to be made or approvals as are required to be obtained under the securities or "Blue Sky" laws of various states in connection with the issuance of Wachovia Stock CSB Common Shares in the Parent Merger; and (FE) receipt of the approvals set forth in Section 7.01(b). As of the date hereof, Wachovia is not aware CSB has no Knowledge of any reason why the approvals set forth in Section 7.01(b) will not be received without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b).

Appears in 1 contract

Samples: Agreement and Plan of Merger (CSB Bancorp Inc /Oh)

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Regulatory Approvals; No Defaults. (i) No consents or approvals of, or filings or registrations with, any court, administrative agency or commission or other governmental authority or instrumentality or with any third party Governmental Authority are required to be made or obtained by Wachovia Carrollton or any of its Subsidiaries in connection with the execution, delivery or performance by Wachovia Carrollton of this Agreement or to consummate the Merger except for (A) filings of applications, notices and the filing of applications Agreement to Merge with, or requests for approvals and noticeswaivers from, as applicable, with the federal and state banking authoritiesauthorities and other Regulatory Authorities; (B) approval receipt of the listing on the NYSE of Wachovia Common Stock to be issued regulatory approvals set forth in the MergerSection 8.01(b); (C) the filing and declaration of effectiveness of the Registration Proxy Statement; (D) the filing of the articles of merger with the North Carolina Secretary pursuant to Department of Assessments and Taxation of the NCBCA and the Corporation Commission pursuant to the VSCAState of Maryland; (E) such filings as are required to be made or approvals as are required to be obtained under the securities or "Blue Sky" laws ” Laws of various states in connection with the issuance of Wachovia Carrollton Common Stock in the Parent Merger; and (F) receipt the expiration or termination of any applicable waiting period under the approvals set forth in Section 7.01(b)HSR Act. As of the date hereof, Wachovia except as Previously Disclosed, Carrollton is not aware of any reason related to Carrollton or its Subsidiaries why the approvals set forth in Section 7.01(b8.01(b) will not be received without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b8.01(b).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Carrollton Bancorp)

Regulatory Approvals; No Defaults. (i) No consents or approvals of, or filings or registrations with, any court, administrative agency or commission or other governmental authority or instrumentality or with any third party are required to be made or obtained by Wachovia Zions or any of its Subsidiaries in connection with the execution, delivery or performance by Wachovia Zions of this Agreement or to consummate the Merger except for (A) the filing of applications and notices, as applicable, with the federal and state banking authorities; (B) approval of the listing on the NYSE NASDAQ of Wachovia Zions Common Stock to be issued in the Merger; (C) the filing and declaration of effectiveness of the Registration Statement; (D) the filing of articles of merger with the North Carolina Corporation Division pursuant to the UBCA and a certificate of merger with the Delaware Secretary pursuant to the NCBCA and the Corporation Commission pursuant to the VSCADGCL; (E) such filings as are required to be made or approvals as are required to be obtained under the securities or "Blue Sky" laws of various states in connection with the issuance of Wachovia Zions Common Stock in the Merger; and (F) receipt of the approvals set forth in Section 7.01(b). As of the date hereof, Wachovia Zions is not aware of any reason why the approvals set forth in Section 7.01(b) will not be received without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b).

Appears in 1 contract

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

Regulatory Approvals; No Defaults. (i) No consents or approvals of, or waivers by, or filings or registrations with, any court, administrative agency or commission or other governmental authority or instrumentality Governmental Authority or with any third party are required to be made or obtained by Wachovia OPOF or any of its Subsidiaries in connection with the execution, delivery or performance by Wachovia OPOF and OPNB of this Agreement or to consummate the Merger Transaction, except for (A) the filing filings of applications or notices with, and noticesapprovals or waivers by, the FRB, the Virginia Bureau of Financial Institutions and the OCC, as required, (B) filings with the SEC and state securities authorities, as applicable, in connection with the federal submission of this Agreement for the approval of the holders of CNB Common Stock and state banking authorities; the issuance of OPOF Common Stock in the Merger, (BC) the approval of the listing on NASDAQ of the NYSE of Wachovia OPOF Common Stock to be issued in the Merger; (C) the filing Merger and declaration of effectiveness of the Registration Statement; (D) the filing of articles of merger with the North Carolina Secretary pursuant to the NCBCA and the Corporation Commission pursuant to the VSCA; (E) such filings as are required to be made or approvals as are required to be obtained under the securities or "Blue Sky" laws of various states in connection with the issuance of Wachovia Stock in a Certification of Merger by the Merger; OCC and (F) receipt of the approvals set forth in Section 7.01(b)filings related thereto. As of the date hereof, Wachovia OPNB is not aware of any reason why the approvals set forth above and referred to in Section 7.01(b) will 7.01(b)will not be received in a timely manner and without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b).

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Old Point Financial Corp)

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