Common use of Regulatory Approvals; No Defaults Clause in Contracts

Regulatory Approvals; No Defaults. (i) Except as set forth in Section 5.04(f) of SHBI’s Disclosure Schedule, no consents or approvals of, or waivers by, or notices to, or filings or registrations with, any Governmental Authority are required to be made or obtained in connection with the execution, delivery or performance by SHBI of this Agreement and by Shore United of the Bank Merger Agreement, or to consummate the Transaction, except for (A) filings of applications or notices with, and approvals or waivers by, the FRB, the MD OCFR and the OCC, as required, (B) filings by SHBI with the SEC and state securities authorities, as applicable, in connection with the issuance of SHBI Common Stock in the Merger, (C) approval of listing of such SHBI Common Stock on the Nasdaq, (D) the filing of (1) the Articles of Merger with the MD SDAT pursuant to the MDGCL and (2) the Bank Merger Agreement with the OCC and MD SDAT and the MD OCFR pursuant to the MDGCL and the MFIC, (E) the SHBI Shareholder Approval and the TCFC Shareholder Approval and (F) the consent of CBC’s and Shore United’s sole shareholder. To the Knowledge of SHBI, there is no 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).

Regulatory Approvals; No Defaults. (i) Except as set forth in Section 5.04(f5.03(f) of SHBITCFC’s Disclosure Schedule, no consents or approvals of, or waivers by, or notices to, or filings or registrations with, any Governmental Authority are required to be made or obtained in connection with the execution, delivery or performance by SHBI TCFC of this Agreement and by Shore United CBC of the Bank Merger Agreement, or to consummate the Transaction, except for (A) filings of applications or notices with, and approvals or waivers by, the FRB, the MD OCFR and the OCC, as required, (B) filings by SHBI with the SEC and state securities authorities, as applicable, in connection with the issuance of SHBI Common Stock in the Merger, (C) approval of listing of such SHBI Common Stock on the Nasdaq, (D) the filing of (1) the Articles of Merger with the MD SDAT pursuant to the MDGCL and (2) the Bank Merger Agreement with the OCC and MD SDAT and the MD OCFR pursuant to the MDGCL and the MFIC, (E) the SHBI TCFC Shareholder Approval and the TCFC SHBI Shareholder Approval and (F) the consent of CBC’s and Shore United’s sole shareholder. To the Knowledge of SHBITCFC, there is no 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).

Regulatory Approvals; No Defaults. (i) Except as set forth in Section 5.04(f) of SHBI’s Disclosure Schedule, no No consents or approvals of, or waivers by, or notices to, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by IDPK or any of its Subsidiaries in connection with the execution, delivery or performance by SHBI IDPK of this Agreement and by Shore United of the Bank Merger Agreement, or to consummate the Transaction, except as set forth in Section 5.03(f)(i) of IDPK’s Disclosure Schedule and except for (A) filings of applications or notices with, and approvals or waivers by, the FRBFDIC, the MD OCFR FRB and the OCCDBO, as required, (B) filings by SHBI with the SEC and state securities authorities, as applicable, in connection with the issuance of SHBI PPBI Common Stock in the Merger, (C) approval of listing of such SHBI PPBI Common Stock on the Nasdaq, (D) the filing of (1) the Articles Agreement and Agreement of Merger with the MD SDAT Secretary of State of the State of California and the DBO pursuant to the MDGCL CGCL and (2) the Bank Merger Agreement with the OCC and MD SDAT and the MD OCFR pursuant to the MDGCL and the MFICCFC, (E) the SHBI Shareholder Approval and approval of this Agreement, including the TCFC Shareholder Approval Agreement of Merger, by the holders of the outstanding shares of IDPK Common Stock, and (F) the consent approval by the PPBI shareholders of CBC’s and Shore United’s sole shareholderthe issuance of PPBI Common Stock in the Merger. To As of the Knowledge date hereof, IDPK is not aware of SHBI, there is no 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).

Regulatory Approvals; No Defaults. (i) Except as set forth in Section 5.04(f) of SHBI’s Disclosure Schedule, no No consents or approvals of, or waivers by, or notices to, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by Zions or any of its Subsidiaries in connection with the execution, delivery or performance by SHBI Zions of this Agreement and by Shore United of the Bank Merger Agreement, or to consummate the Transaction, Merger except for (A) filings the filing of applications an application or notices withnotice under Section 3 of the BHC Act and Regulation Y of the Federal Reserve Board, and approvals the approval or waivers by, waiver thereof by the FRB, the MD OCFR and the OCC, as required, Federal Reserve Bank of San Francisco; (B) filings by SHBI the filing and approval of an application with the SEC Commissioner and state the FDIC; (C) the approval of the listing on the Nasdaq of Zions Common Stock to be issued in the Merger; (D) the filing and declaration of effectiveness of the Registration Statement; (E) such filings as are required to be made or approvals as are required to be obtained under the securities authorities, as applicable, or "Blue Sky" laws of various states in connection with the issuance of SHBI Common Zions Stock in the Merger; (F) the filing, if any, of an agreement of merger with the Utah Division pursuant to the UBCA and (C) approval of listing of such SHBI Common Stock on the Nasdaq, (DG) the filing of (1) the Articles a certificate of Merger merger with the MD SDAT Delaware Secretary pursuant to the MDGCL and (2) the Bank Merger Agreement DGCL. Zions intends to file a notice with the OCC and MD SDAT and the MD OCFR Federal Reserve Bank of San Francisco pursuant to Section 225.12(d)(2) of Regulation Y. As of the MDGCL and the MFICdate hereof, (E) the SHBI Shareholder Approval and the TCFC Shareholder Approval and (F) the consent Zions is not aware of CBC’s and Shore United’s sole shareholder. To the Knowledge any fact or circumstance pertaining to Zions or any of SHBI, there is no reason why its Subsidiaries or Affiliates that could reasonably be expected to cause the approvals and waivers set forth above and referred to in Section 7.01(b) will not be to received in a timely manner and without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b).

Regulatory Approvals; No Defaults. (i) Except as set forth in Section 5.04(f) of SHBI’s Disclosure Schedule, no No consents or approvals of, or waivers by, or notices to, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by SHBI or any of its Subsidiaries in connection with the execution, delivery or performance by SHBI of this Agreement and by Shore United of the Bank Merger Agreement, Agreement or to consummate the Transaction, except for (A) filings of applications or notices with, and approvals or waivers by, the FRB, the MD OCFR OCC and the OCCMD OCFR, as required, (B) filings by SHBI with the SEC and state securities authorities, as applicable, in connection with the issuance of SHBI Common Stock in the Merger, (C) approval of listing of such SHBI Common Stock on the Nasdaq, (D) the filing of (1) the Articles of Merger with the MD SDAT pursuant to the MDGCL and (2) the Bank Merger Agreement with the OCC and MD OCFR and MD SDAT and the MD OCFR pursuant to the MDGCL and the MFIC, and (E) the SHBI Shareholder Approval and the TCFC Severn Shareholder Approval and (F) the consent of CBCSSB’s and Shore UnitedUnited Bank’s sole shareholder. To the Knowledge of SHBI, there is no 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).

Regulatory Approvals; No Defaults. (i) Except as set forth in Section 5.04(f) of SHBI’s Disclosure Schedule, no No consents or approvals of, or waivers by, or notices to, or filings or registrations with, any Governmental Authority 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 SHBI Wachovia of this Agreement and by Shore United of the Bank Merger Agreement, or to consummate the Transaction, Merger except for (A) filings the filing of applications or notices with, and approvals or waivers by, the FRB, the MD OCFR and the OCC, as required, (B) filings by SHBI with the SEC and state securities authoritiesnotices, 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 and, if required to consummate the Merger, the adoption and approval by the shareholders of Wachovia of this Agreement; (C) the filing and declaration of effectiveness of the Registration Statement; (D) the filing of articles of merger with the Corporation Commission pursuant to the VSCA and the North Carolina Secretary pursuant to the NCBCA and the issuance of related certificates of merger; (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 SHBI Common Wachovia Stock in the Merger, (C) approval of listing of such SHBI Common Stock on the Nasdaq, (D) the filing of (1) the Articles of Merger with the MD SDAT pursuant to the MDGCL and (2) the Bank Merger Agreement with the OCC and MD SDAT and the MD OCFR pursuant to the MDGCL and the MFIC, (E) the SHBI Shareholder Approval and the TCFC Shareholder Approval ; and (F) receipt of the consent approvals set forth in Section 7.01(b). As of CBC’s and Shore United’s sole shareholder. To the Knowledge date hereof, Wachovia is not aware of SHBI, there is no 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).

Regulatory Approvals; No Defaults. (i) Except as set forth for (A) the Regulatory Approvals, (B) compliance with the applicable requirements of the Exchange Act and the Securities Act, including the filing with the FDIC of the Joint Proxy Statement in Section 5.04(fdefinitive form relating to the Parent Meeting and the transactions contemplated by this Agreement, (C) the filing of SHBI’s Disclosure ScheduleArticles of Merger with the SCC and Articles of Combination with the OCC, no consents or approvals of, or waivers by, or (D) any notices to, to or filings or registrations withwith the Small Business Administration, any Governmental Authority (E) such filings and approvals as are required to be made or obtained in connection with under the execution, delivery securities or performance by SHBI of this Agreement and by Shore United “Blue Sky” laws of the Bank Merger Agreement, or to consummate the Transaction, except for (A) filings of applications or notices with, and approvals or waivers by, the FRB, the MD OCFR and the OCC, as required, (B) filings by SHBI with the SEC and state securities authorities, as applicable, various states in connection with the issuance of SHBI shares of Parent Common Stock in the Mergerpursuant to this Agreement, (CF) approval of listing the shares of such SHBI Parent Common Stock to be issued pursuant to this Agreement on the NasdaqNASDAQ Global Select Market, and (DG) the filing consents and approvals of (1) third parties that are not Governmental Authorities required to consummate the Articles Merger, no consents or approvals of Merger or notices to or filings with any Governmental Authority or other third party are necessary in connection with the MD SDAT pursuant to the MDGCL execution and (2) the Bank Merger delivery of this Agreement with the OCC and MD SDAT and the MD OCFR pursuant to consummation by Parent of the MDGCL Merger and the MFICother transactions contemplated by this Agreement. As of the date hereof, (E) the SHBI Shareholder Approval and the TCFC Shareholder Approval and (F) the consent of CBC’s and Shore United’s sole shareholder. To to the Knowledge of SHBIParent, there is no reason why the approvals set forth above and referred to in Section 7.01(b) will requisite Regulatory Approvals would not be received in on a timely manner and without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b)basis.

Regulatory Approvals; No Defaults. (i) Except as set forth in Section 5.04(f) of SHBI’s Disclosure Schedule, no No consents or approvals of, or waivers by, or notices to, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by SCB or any of its Subsidiaries in connection with the execution, delivery or performance by SHBI SCB of this Agreement and by Shore United Security Bank of the Bank Merger Agreement, or to consummate the Transaction, except as set forth in Section 5.03(f)(i) of SCB’s Disclosure Schedule and except for (A) filings of applications or notices with, and approvals or waivers by, the FRB, the MD OCFR FRB and the OCCDBO, as required, (B) filings by SHBI with the SEC and state securities authorities, as applicable, in connection with the issuance of SHBI PPBI Common Stock in the Merger, (C) approval of listing of such SHBI PPBI Common Stock on the Nasdaq, (D) the filing of (1) the Articles Certificate of Merger with the MD SDAT Secretary of State of the State of Delaware pursuant to the MDGCL DGCL, (2) the Certificate of Merger, as certified by the Secretary of State of the State of Delaware, with the Secretary of State of the State of California pursuant to the CGCL and (23) the Bank Merger Agreement with the OCC and MD SDAT Secretary of State of the State of California and the MD OCFR DBO pursuant to the MDGCL CGCL and the MFICCFC, (E) the SHBI Shareholder Approval and approval of this Agreement by the TCFC Shareholder Approval holders of the outstanding shares of SCB Common Stock, and (F) the consent approval by PPBI’s shareholders of CBC’s and Shore United’s sole shareholderthe issuance of PPBI Common Stock in the Merger. To As of the Knowledge date hereof, SCB is not aware of SHBI, there is no 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).

Regulatory Approvals; No Defaults. (i) Except as set forth in Section 5.04(f) of SHBI’s Disclosure Schedule, no No consents or approvals of, or waivers by, or notices to, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by FCB or any of its Subsidiaries in connection with the execution, delivery or performance by SHBI FCBI and FC Bank of this Agreement and by Shore United of the Bank Merger Agreement, or to consummate the Transaction, except for (A) filings of applications or notices with, with and approvals or waivers by, by the FRB, the MD OCFR FDIC, the OCC, and the OCCCommissioner, as required, (B) filings by SHBI with the SEC SEC, the FDIC and state securities authorities, as applicable, in connection with the submission of this Agreement for the approval of the holders of TCB Common Stock and the issuance of SHBI FCBI Common Stock in the Merger, (C) the approval of the listing on Nasdaq of such SHBI the FCBI Common Stock on to be issued in the Nasdaq, Merger and (D) the filing of (1) the Articles of Merger with the MD SDAT Secretary of State of the State of North Carolina pursuant to the MDGCL and (2) the Bank Merger Agreement NCBCA with the OCC and MD SDAT and the MD OCFR pursuant respect to the MDGCL and Merger. As of the MFICdate hereof, (E) the SHBI Shareholder Approval and the TCFC Shareholder Approval and (F) the consent FCB is not aware of CBC’s and Shore United’s sole shareholder. To the Knowledge of SHBI, there is no 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).

Regulatory Approvals; No Defaults. (i) Except as set forth in Section 5.04(f5.03(f) of SHBISevern’s Disclosure Schedule, no consents or approvals of, or waivers by, or notices to, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by Severn or any of its Subsidiaries in connection with the execution, delivery or performance by SHBI Severn of this Agreement and by Shore United SSB of the Bank Merger Agreement, or to consummate the Transaction, except for (A) filings of applications or notices with, and approvals or waivers by, the FRB, the MD OCFR and the OCC, as required, (B) filings by SHBI with the SEC and state securities authorities, as applicable, in connection with the issuance of SHBI Common Stock in the Merger, (C) approval of listing of such SHBI Common Stock on the Nasdaq, (D) the filing of (1) the Articles of Merger with the MD SDAT pursuant to the MDGCL and (2) the Bank Merger Agreement with the OCC and MD SDAT and the MD OCFR pursuant to the MDGCL and the MFIC, (E) the SHBI Severn Shareholder Approval and the TCFC SHBI Shareholder Approval and (F) the consent of CBCSSB’s and Shore UnitedUnited Bank’s sole shareholder. To the Knowledge of SHBISevern, there is no 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).

Regulatory Approvals; No Defaults. (i) Except as set forth in Section 5.04(f5.03(f) of SHBISeller’s Disclosure Schedule, no consents or approvals of, or waivers by, or notices to, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by Seller or any of its Subsidiaries in connection with the execution, delivery or performance by SHBI Seller of this Agreement and by Shore United of the Bank Merger Agreement, or to consummate the Transaction, except for (A) filings of applications or notices with, and approvals or waivers by, the FRB, the MD OCFR DBO, and the OCCXXXX, as requiredrequired and, in each case, as listed in Section 5.03(f) of Seller’s Disclosure Schedule, (B) filings by SHBI with the FDIC, the SEC and state securities authorities, as applicable, in connection with the issuance of SHBI Purchaser Parent Common Stock in the Merger, (C) approval of listing of such SHBI Purchaser Parent Common Stock on the Nasdaq, (D) the filing of (1) the Articles Agreement of Merger with the MD SDAT Secretary of State of the State of California and the DBO pursuant to the MDGCL and (2) the Bank Merger Agreement with the OCC and MD SDAT CGCL and the MD OCFR pursuant to the MDGCL CFC, and the MFIC, (E) the SHBI Shareholder Approval approval of this Agreement, including the Agreement of Merger, by the holders of the outstanding shares of Seller Common Stock and the TCFC Shareholder Approval and (F) the consent of CBC’s and Shore United’s sole shareholderSeller Preferred Stock, voting as separate classes. To the Knowledge of SHBISeller, there is no 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).

Regulatory Approvals; No Defaults. (i) Except as set forth in Section 5.04(f) of SHBI’s Disclosure Schedule, no No consents or approvals of, or waivers by, or notices to, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by Slippery Rock or any of its Subsidiaries in connection with the execution, delivery or performance by SHBI Slippery Rock and Slippery Rock Bank of this Agreement and by Shore United of the Bank Merger Agreement, respectively, or to consummate the Transaction, except as set forth in Schedule 5.03(f) of the Slippery Rock Disclosure Schedule and except for (A) filings of applications or notices with, and approvals or waivers by, the FRB, the MD OCFR and the OCC, as requiredFDIC and/or Federal Reserve Board, (B) filings by SHBI with the SEC and state securities authorities, as applicable, in connection with the issuance submission of SHBI this Agreement for the approval of the holders of Slippery Rock Common Stock and the registration of Parent Common Stock issuable in the Merger, (C) approval of listing of such SHBI Common Stock on the Nasdaq, (D) the filing of (1) the Articles of Merger with the MD SDAT Secretary of State of the Commonwealth of Pennsylvania pursuant to the MDGCL and (2) the Bank Merger Agreement with the OCC and MD SDAT PBCL and the MD OCFR Secretary of State of the State of Florida pursuant to the MDGCL FLBC with respect to the Merger and the MFIC, (ED) the SHBI Shareholder Approval and approval of this Agreement by the TCFC Shareholder Approval and (F) holders of a 75% of the consent outstanding shares of CBC’s and Shore United’s sole shareholderSlippery Rock Common Stock. To As of the Knowledge date hereof, Slippery Rock is not aware of SHBI, there is no 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).

Regulatory Approvals; No Defaults. (i) Except as set forth in Section 5.04(f) of SHBI’s Disclosure Schedule, no No consents or approvals of, or waivers by, or notices to, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by Purchaser Parent or any of its Subsidiaries in connection with the execution, delivery or performance by SHBI Purchaser Parent and Purchaser Bank of this Agreement and by Shore United Purchaser Bank of the Bank Agreement of Merger Agreement, or to consummate the Transaction, except for (A) filings of applications or notices with, and approvals or waivers by, the FRB, the MD OCFR DBO, and the OCCXXXX, as requiredrequired and, in each case, listed in Section 5.04(f) of Purchaser Parent’s Disclosure Schedule, (B) filings by SHBI with the SEC and state securities authorities, as applicable, in connection with the issuance of SHBI Purchaser Parent Common Stock in the Merger, (C) approval of listing of such SHBI Purchaser Parent Common Stock on the Nasdaq, (D) the filing of (1) the Articles Agreement of Merger with the MD SDAT Secretary of State of the State of California and the DBO pursuant to the MDGCL and (2) the Bank Merger Agreement with the OCC and MD SDAT CGCL and the MD OCFR pursuant to the MDGCL CFC, and the MFIC, (E) the SHBI Shareholder Approval and approval by Purchaser Parent’s shareholders of the TCFC Shareholder Approval and (F) issuance of Purchaser Parent Common Stock in the consent of CBC’s and Shore United’s sole shareholderMerger. To the Knowledge of SHBIPurchaser Parent, there is no 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).