Common use of CONSENT AND APPROVALS; NO VIOLATION Clause in Contracts

CONSENT AND APPROVALS; NO VIOLATION. Except as set forth in the CoBancorp Disclosure Letter, neither the execution and delivery of this Agreement by CoBancorp, nor the consummation by CoBancorp of the transactions contemplated hereby, nor compliance by CoBancorp with any of the provisions hereof, will (a) conflict with or result in any breach of any provision of its Corporate Governance Documents, (b) violate, conflict with, constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of any lien, security interest, charge or other encumbrance upon any of the properties or assets of CoBancorp or any of the CoBancorp Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which CoBancorp or any CoBancorp Subsidiary is a party or to which they or any of their respective properties or assets may be subject, except for such violations, conflicts, breaches, defaults, terminations, accelerations or creations of liens or other encumbrances, that are set forth in the CoBancorp Disclosure Letter or which, individually or in the aggregate, will not have a Material Adverse Effect on CoBancorp, (c) violate any judgment, ruling, order, writ, injunction, decree, statute, rule or regulation applicable to CoBancorp or any CoBancorp Subsidiary or any of their respective properties or assets, except for such violations which, individually or in the aggregate, will not have a Material Adverse Effect on CoBancorp, or (d) require any consent, approval, authorization or permit of or from, or filing with or notification to, any Governmental Entity, except (i) pursuant to the Exchange Act and the Securities Act, (ii) filing certificates of merger pursuant to the OGCL, (iii) filings required under the securities or blue sky laws of the various states, (iv) filings with, and approval by, the FRB, (v) filings with, and approval by, the OCC, (vi) filings with, and approval by, the OTS, (vii) filings with, and approval by the Division, (viii) filings and approvals pursuant to any applicable State Takeover Approvals, or (ix) consents, approvals, authorizations, permits, filings or notifications which have either been obtained or made prior to the Closing or which, if not obtained or made, will neither,

CONSENT AND APPROVALS; NO VIOLATION. Except as set forth in the CoBancorp Security First Disclosure Letter, neither the execution and delivery of this Agreement by CoBancorpSecurity First, nor the consummation by CoBancorp Security First of the transactions contemplated hereby, nor compliance by CoBancorp Security First with any of the provisions hereof, will (a) conflict with or result in any breach of any provision of its Corporate Governance Documents, (b) violate, conflict with, constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of any lien, security interest, charge or other encumbrance upon any of the properties or assets of CoBancorp Security First or any of the CoBancorp Security First Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which CoBancorp Security First or any CoBancorp Security First Subsidiary is a party or to which they or any of their respective properties or assets may be subject, except for such violations, conflicts, breaches, defaults, terminations, accelerations or creations of liens or other encumbrances, that are set forth in the CoBancorp Security First Disclosure Letter or which, individually or in the aggregate, will not have a Material Adverse Effect on CoBancorpSecurity First, (c) violate any judgment, ruling, order, writ, injunction, decree, statute, rule or regulation applicable to CoBancorp Security First or any CoBancorp Security First Subsidiary or any of their respective properties or assets, except for such violations which, individually or in the aggregate, will not have a Material Adverse Effect on CoBancorpSecurity First, or (d) require any consent, approval, authorization or permit of or from, or filing with or notification to, any Governmental Entity, except (i) pursuant to the Exchange Act and the Securities Act, (ii) filing certificates of merger pursuant to the OGCLOGCL and the DGCL, (iii) filings required under the securities or blue sky laws of the various states, (iv) filings with, and approval by, the FRB, (v) filings with, and approval by, the OCCOTS, (vi) filings with, and approval by, by the OTSOCC, (vii) filings with, and approval by the Division, (viii) filings and approvals pursuant to any applicable State Takeover Approvals, or (ixviii) consents, approvals, authorizations, permits, filings or notifications which have either been obtained or made prior to the Closing or which, if not obtained or made, will neither,, individually or in the aggregate, have a Material Adverse Effect on Security First nor restrict Security First's legal authority to execute and deliver this Agreement and consummate the transactions contemplated hereby.

CONSENT AND APPROVALS; NO VIOLATION. Except as set forth in the CoBancorp Security First Disclosure Letter, neither the execution and delivery of this Agreement by CoBancorpSecurity First, nor the consummation by CoBancorp Security First of the transactions contemplated hereby, nor compliance by CoBancorp Security First with any of the provisions hereof, will (a) conflict with or result in any breach of any provision of its Corporate Governance Documents, (b) violate, conflict with, constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of any lien, security interest, charge or other encumbrance upon any of the properties or assets of CoBancorp Security First or any of the CoBancorp Security First Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which CoBancorp Security First or any CoBancorp Security First Subsidiary is a party or to which they or any of their respective properties or assets may be subject, except for such violations, conflicts, breaches, defaults, terminations, accelerations or creations of liens or other encumbrances, that are set forth in the CoBancorp Security First Disclosure Letter or which, individually or in the aggregate, will not have a Material Adverse Effect on CoBancorpSecurity First, (c) violate any judgment, ruling, order, writ, injunction, decree, statute, rule or regulation applicable to CoBancorp Security First or any CoBancorp Security First Subsidiary or any of their respective properties or assets, except for such violations which, individually or in the aggregate, will not have a Material Adverse Effect on CoBancorpSecurity First, or (d) require any consent, approval, authorization or permit of or from, or filing with or notification to, any Governmental Entity, except (i) pursuant to the Exchange Act and the Securities Act, (ii) filing certificates of merger pursuant to the OGCLOGCL and the DGCL, (iii) filings iii)filings required under the securities or blue sky laws of the various states, (iv) filings with, and approval by, the FRB, (v) filings with, and approval by, the OCCOTS, (vi) filings with, and approval by, by the OTSOCC, (vii) filings with, and approval by the Division, (viii) filings and approvals pursuant to any applicable State Takeover Approvals, or (ixviii) consents, approvals, authorizations, permits, filings or notifications which have either been obtained or made prior to the Closing or which, if not obtained or made, will neither,, individually or in the aggregate, have a Material Adverse Effect on Security First nor restrict Security First's legal authority to execute and deliver this Agreement and consummate the transactions contemplated hereby.

CONSENT AND APPROVALS; NO VIOLATION. Except as set forth in the CoBancorp Disclosure Letter, neither Neither the execution and delivery of this Agreement by CoBancorp, Fidelity nor the consummation by CoBancorp Fidelity of the transactions contemplated hereby, nor compliance by CoBancorp with any of the provisions hereof, hereby will (a) conflict with or result in any breach of any provision of its Corporate Governance Documentscertificate of incorporation or by-laws of Fidelity, (b) violate, conflict with, constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of any lien, security interest, charge lien or other encumbrance upon any of the properties or assets of CoBancorp Fidelity or any of the CoBancorp Subsidiaries Fidelity Subsidiary under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which CoBancorp Fidelity or any CoBancorp Fidelity Subsidiary is a party or to which they or any of their respective properties or assets may be are subject, except for such violations, conflicts, breaches, defaults, terminations, accelerations or creations of liens or other encumbrances, that are set forth in the CoBancorp Disclosure Letter or which, individually or in the aggregate, which will not have a Material Adverse Effect on CoBancorp, (c) violate any judgment, ruling, order, writ, injunction, decree, statute, rule or regulation applicable to CoBancorp or any CoBancorp Subsidiary or any of their respective properties or assets, except for such violations which, individually or in the aggregate, will not have a Material Adverse Effect on CoBancorpEffect, or (dc) require any consent, approval, authorization or permit of or from, or filing with or notification to, any Governmental EntityAuthority, except (i) pursuant to the Exchange Act and the Securities Act, (ii) filing certificates the Delaware Certificate of merger pursuant to the OGCLMerger, (iii) filings required under the securities or blue sky laws of the various states, (iv) filings with, and approval by, filing under the FRBHSR Act, (v) filings with, and approval by, the OCCFRB, (vi) filings with, and approval by, the OTS, (vii) filings with, and approval by approvals by, the DivisionState Entities, (viii) filings and approvals pursuant to any applicable State Takeover Approvals, under the SBIA or (ix) consents, approvals, authorizations, permits, filings or notifications which have either been obtained or made prior to the Closing or which, if not obtained or mademade will not, will neither,individually or in the aggregate, have a Material Adverse Effect.

CONSENT AND APPROVALS; NO VIOLATION. Except as set forth in the CoBancorp Allegiant Disclosure Letter, neither the execution and delivery of this Agreement by CoBancorp, Allegiant nor the consummation by CoBancorp Allegiant of the transactions contemplated hereby, nor compliance by CoBancorp with any of the provisions hereof, hereby will (a) conflict with or result in any breach of any provision of its Corporate Governance DocumentsAmended and Restated Articles of Incorporation or By-laws of Allegiant, (b) violate, conflict with, constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of any lien, security interest, charge lien or other encumbrance upon any of the properties or assets of CoBancorp Allegiant or any of the CoBancorp Subsidiaries Allegiant Subsidiary under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which CoBancorp Allegiant or any CoBancorp Allegiant Subsidiary is a party or to which they or any of their respective properties or assets may be are subject, except for such violations, conflicts, breaches, defaults, terminations, accelerations or creations of liens or other encumbrances, that are set forth in the CoBancorp Disclosure Letter or which, individually or in the aggregate, which will not have a Material Adverse Effect on CoBancorp, or (c) violate any judgment, ruling, order, writ, injunction, decree, statute, rule or regulation applicable to CoBancorp or any CoBancorp Subsidiary or any of their respective properties or assets, except for such violations which, individually or in the aggregate, will not have a Material Adverse Effect on CoBancorp, or (d) require any consent, approval, authorization or permit of or from, or filing with or notification to, any Governmental Entity, except (i) pursuant to the Exchange Act and the Securities Act, (ii) filing certificates the Delaware Certificate of merger pursuant to the OGCLMerger, (iii) filing the Missouri Articles of Merger, (iv) filings required under the securities or blue sky laws of the various states, (ivv) filing under the HSR Act, (vi) filings with, and approval by, the FRB, (vvii) filings with, and approval by, the OCCMDF, (viviii) filings with, and approval approvals by, the OTSState Entities, (vii) filings with, and approval by the Division, (viiiix) filings and approvals pursuant to any applicable State Takeover Approvalsstate takeover law, (x) filings and approvals under the SBIA or (ixxi) consents, approvals, authorizations, permits, filings or notifications which have either been obtained or made prior to the Closing or which, if not obtained or mademade will not, will neither,individually or in the aggregate, have a Material Adverse Effect.

CONSENT AND APPROVALS; NO VIOLATION. Except as set forth in the CoBancorp Company Disclosure Letter, Letter neither the execution and delivery of this Agreement by CoBancorp, Company nor the consummation by CoBancorp Company of the transactions contemplated hereby, nor compliance by CoBancorp with any of the provisions hereof, hereby will (a) conflict with or result in any breach of any provision of its Corporate Governance Documentsarticles of incorporation or By-laws of Company, (b) violate, conflict with, constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of any lien, security interest, charge lien or other encumbrance upon any of the properties or assets of CoBancorp Company or any of the CoBancorp Company Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which CoBancorp Company or any CoBancorp Company Subsidiary is a party or to which they or any of their respective properties or assets may be are subject, except for such violations, conflicts, breaches, defaults, terminations, accelerations or creations of liens or other encumbrances, that are set forth in the CoBancorp Disclosure Letter or which, individually or in the aggregate, which will not have a Material Adverse Effect on CoBancorp, or (c) violate any judgment, ruling, order, writ, injunction, decree, statute, rule or regulation applicable to CoBancorp or any CoBancorp Subsidiary or any of their respective properties or assets, except for such violations which, individually or in the aggregate, will not have a Material Adverse Effect on CoBancorp, or (d) require any consent, approval, authorization or permit of or from, or filing with or notification to, any Governmental Entity, except (i) pursuant to the Exchange Act and the Securities Act, (ii) filing certificates the Certificate of merger pursuant to Merger and the OGCLCertificate of Designation, (iii) filing the Plan of Merger, (iv) filings required under the securities or blue sky laws of the various states, (ivv) filing under the HSR Act, (vi) filings with, and approval by, the FRB, (v) filings with, and approval by, the OCC, (vi) filings with, and approval by, the OTS, (vii) filings with, and approval by approvals by, the DivisionState Entities, (viii) filings and approvals pursuant to any applicable State Takeover Approvalsstate takeover law, (ix) filings and approvals under the SBIA or (ixx) consents, approvals, authorizations, permits, filings or notifications which have either been obtained or made prior to the Closing or which, if not obtained or mademade will not, will neither,individually or in the aggregate, have a Material Adverse Effect.

CONSENT AND APPROVALS; NO VIOLATION. Except as may be set forth in the CoBancorp Maple Leaf Disclosure Letter, neither the execution and delivery of this Agreement by CoBancorp, Maple Leaf nor the consummation by CoBancorp Maple Leaf of the transactions contemplated hereby, nor hereby or compliance by CoBancorp Maple Leaf with any of the provisions hereof, hereof will (a) conflict with or result in any breach of any provision of its Corporate Governance Documents, (b) violate, conflict with, constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of any lien, security interest, charge or other encumbrance upon any of the properties or assets of CoBancorp Maple Leaf or any of the CoBancorp Subsidiaries Geauga Savings Bank under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which CoBancorp Maple Leaf or any CoBancorp Subsidiary Geauga Savings Bank is a party or to which they or any of their respective properties or assets may be subject, except for such violations, conflicts, breaches, defaults, terminations, accelerations or creations of liens or other encumbrances, that encumbrances as are set forth in the CoBancorp Maple Leaf Disclosure Letter or which, individually or in the aggregate, will not have a Material Adverse Effect on CoBancorpMaple Leaf, (c) violate any judgment, ruling, order, writ, injunction, decree, statute, rule or regulation applicable to CoBancorp Maple Leaf or any CoBancorp Subsidiary Geauga Savings Bank or any of their respective properties or assets, except for such violations which, individually or in the aggregate, will not have a Material Adverse Effect on CoBancorpMaple Leaf, or (d) require any consent, approval, authorization or permit of or from, or filing with or notification to, any Governmental Entity, except (i) pursuant to the Exchange Act and the Securities Act, (ii) filing certificates the certificate of merger pursuant to the OGCL, (iii) filings required under the securities or blue sky laws of the various states, (iv) filings with, and approval by, the FRB, (v) filings with, and approval by, the OCCFDIC, (vi) filings with, and approval by, the OTS, (vii) filings with, and approval by the Division, (viii) filings and approvals pursuant to any applicable State Takeover Approvals, (ix) filings and approvals under the HSR Act, (x) consents, approvals, authorizations, permits, filings or notifications in connection with compliance with applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment advisors, or stock transfer agents, or (ixxi) consents, approvals, authorizations, permits, filings or notifications which have either been obtained or made prior to the Closing or which, if not obtained or made, will neither,, individually or in the aggregate, have a Material Adverse Effect on Maple Leaf nor restrict Maple Leaf's legal authority to execute and deliver this Agreement and consummate the transactions contemplated hereby. Without in any way limiting the generality of the foregoing, the conversion of Warrants into the Tier 2 Merger Consideration and Tier 3 Merger Consideration on the basis provided herein will not violate or conflict with any of the terms and conditions under which any of such Warrants were issued or any principles of applicable state law, including statutes, rules, regulations and common law.

CONSENT AND APPROVALS; NO VIOLATION. Except as set forth in the CoBancorp Company Disclosure Letter, neither the execution and delivery of this Agreement by CoBancorp, Company nor the consummation by CoBancorp Company of the transactions contemplated hereby, nor compliance by CoBancorp with any of the provisions hereof, hereby will (a) conflict with or result in any breach of any provision of its Corporate Governance Documentsarticles of incorporation or code of regulations of Company, (b) violate, conflict with, constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of any lien, security interest, charge lien or other encumbrance upon any of the properties or assets of CoBancorp Company or any of the CoBancorp Subsidiaries Company Subsidiary under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which CoBancorp Company or any CoBancorp Company Subsidiary is a party or to which they or any of their respective properties or assets may be are subject, except for such violations, conflicts, breaches, defaults, terminations, accelerations or creations of liens or other encumbrances, that are set forth in the CoBancorp Disclosure Letter or which, individually or in the aggregate, which will not have a Material Adverse Effect on CoBancorp, or (c) violate any judgment, ruling, order, writ, injunction, decree, statute, rule or regulation applicable to CoBancorp or any CoBancorp Subsidiary or any of their respective properties or assets, except for such violations which, individually or in the aggregate, will not have a Material Adverse Effect on CoBancorp, or (d) require any consent, approval, authorization or permit of or from, or filing with or notification to, any Governmental Entity, except (i) pursuant to the Exchange Act and the Securities Act, (ii) filing certificates the Delaware Certificate of merger pursuant to the OGCLMerger and Certificate of Designation, (iii) filing the Ohio Certificate of Merger, (iv) filings required under the securities or blue sky laws of the various states, (ivv) filings under the HSR Act, (vi) filings with, and approval by, the FRB, (v) filings with, and approval by, the OCC, (vi) filings with, and approval by, the OTS, (vii) filings with, and approval by approvals by, the DivisionState Entities, (including, but not limited to, the Ohio Superintendent of Financial Institutions, the Arizona Director of Insurance and such other state bank and insurance regulatory agencies) as may be required, (viii) filings and approvals pursuant to any applicable State Takeover Approvalsstate takeover law, (ix) filings and approvals under the SBIA, (x) any consents, authorizations, approvals, filings or exemptions in connection with compliance with applicable provisions of federal and state securities laws relating to the regulations of broker-dealers, investment advisers or transfer agents, (xi) any filings with, approvals by and notifications pursuant to the rules and regulations of the NASD, (xii) any consents, authorizations, approvals, filings or exemptions in connection with the Fannie Mae Delegated Underwriting and Servicing lending activities of Coxxxxx ox xny Company Subsidiary, or (ixxiii) consents, approvals, authorizations, permits, filings or notifications which have either been obtained or made prior to the Closing or which, if not obtained or mademade will not, will neither,individually or in the aggregate, have a Material Adverse Effect.

CONSENT AND APPROVALS; NO VIOLATION. Except as set forth in the CoBancorp ----------------------------------- Allegiant Disclosure Letter, neither the execution and delivery of this Agreement by CoBancorp, Allegiant nor the consummation by CoBancorp Allegiant of the transactions contemplated hereby, nor compliance by CoBancorp with any of the provisions hereof, hereby will (a) conflict with or result in any breach of any provision of its Corporate Governance DocumentsAmended and Restated Articles of Incorporation or By-laws of Allegiant, (b) violate, conflict with, constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of any lien, security interest, charge lien or other encumbrance upon any of the properties or assets of CoBancorp Allegiant or any of the CoBancorp Subsidiaries Allegiant Subsidiary under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which CoBancorp Allegiant or any CoBancorp Allegiant Subsidiary is a party or to which they or any of their respective properties or assets may be are subject, except for such violations, conflicts, breaches, defaults, terminations, accelerations or creations of liens or other encumbrances, that are set forth in the CoBancorp Disclosure Letter or which, individually or in the aggregate, which will not have a Material Adverse Effect on CoBancorp, or (c) violate any judgment, ruling, order, writ, injunction, decree, statute, rule or regulation applicable to CoBancorp or any CoBancorp Subsidiary or any of their respective properties or assets, except for such violations which, individually or in the aggregate, will not have a Material Adverse Effect on CoBancorp, or (d) require any consent, approval, authorization or permit of or from, or filing with or notification to, any Governmental Entity, except (i) pursuant to the Exchange Act and the Securities Act, (ii) filing certificates the Delaware Certificate of merger pursuant to the OGCLMerger, (iii) filing the Missouri Articles of Merger, (iv) filings required under the securities or blue sky laws of the various states, (ivv) filing under the HSR Act, (vi) filings with, and approval by, the FRB, (vvii) filings with, and approval by, the OCCMDF, (viviii) filings with, and approval approvals by, the OTSState Entities, (vii) filings with, and approval by the Division, (viiiix) filings and approvals pursuant to any applicable State Takeover Approvalsstate takeover law, (x) filings and approvals under the SBIA or (ixxi) consents, approvals, authorizations, permits, filings or notifications which have either been obtained or made prior to the Closing or which, if not obtained or mademade will not, will neither,individually or in the aggregate, have a Material Adverse Effect.

CONSENT AND APPROVALS; NO VIOLATION. Except as set forth in the CoBancorp Disclosure Letter, neither Neither the execution and delivery of this Agreement by CoBancorp, Company nor the consummation by CoBancorp Company of the transactions contemplated hereby, nor compliance by CoBancorp with any of the provisions hereof, hereby will (a) conflict with or result in any breach of any provision of its Corporate Governance Documentsarticles of incorporation or code of regulations of Company, (b) violate, conflict with, constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of any lien, security interest, charge lien or other encumbrance upon any of the properties or assets of CoBancorp Company or any of the CoBancorp Subsidiaries Company Subsidiary under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which CoBancorp Company or any CoBancorp Company Subsidiary is a party or to which they or any of their respective properties or assets may be are subject, except for such violations, conflicts, breaches, defaults, terminations, accelerations or creations of liens or other encumbrances, that are set forth in the CoBancorp Disclosure Letter or which, individually or in the aggregate, which will not have a Material Adverse Effect on CoBancorp, or (c) violate any judgment, ruling, order, writ, injunction, decree, statute, rule or regulation applicable to CoBancorp or any CoBancorp Subsidiary or any of their respective properties or assets, except for such violations which, individually or in the aggregate, will not have a Material Adverse Effect on CoBancorp, or (d) require any consent, approval, authorization or permit of or from, or filing with or notification to, any Governmental Entity, except (i) pursuant to the Exchange Act and the Securities Act, (ii) filing certificates the Delaware Certificate of merger pursuant to the OGCLMerger, (iii) filing the Ohio Certificate of Merger, (iv) filings required under the securities or blue sky laws of the various states, (ivv) filings under the HSR Act, (vi) filings with, and approval by, the FRB, (v) filings with, and approval by, the OCC, (vi) filings with, and approval by, the OTS, (vii) filings with, and approval by approvals by, the DivisionState Entities, (viii) filings and approvals pursuant to any applicable State Takeover Approvalsstate takeover law, (ix) any consents, authorizations, approvals, filings or exemptions in connection with compliance with applicable provisions of federal and state securities laws relating to the regulations of broker-dealers, investment advisers or transfer agents, (x) any filings with, approvals by and notifications pursuant to the rules and regulations of the NASD, or (ixxi) consents, approvals, authorizations, permits, filings or notifications which have either been obtained or made prior to the Closing or which, if not obtained or mademade will not, will neither,individually or in the aggregate, have a Material Adverse Effect.

CONSENT AND APPROVALS; NO VIOLATION. Except as set forth in the CoBancorp Company Disclosure Letter, Letter neither the execution and delivery of this Agreement by CoBancorp, Company nor the consummation by CoBancorp Company of the transactions contemplated hereby, nor compliance by CoBancorp with any of the provisions hereof, hereby will (a) conflict with or result in any breach of any provision of its Corporate Governance Documentsarticles of incorporation or By-laws of Company, (b) violate, conflict with, constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of any lien, security interest, charge lien or other encumbrance upon any of the properties or assets of CoBancorp Company or any of the CoBancorp Company Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which CoBancorp Company or any CoBancorp Company Subsidiary is a party or to which they or any of their respective properties or assets may be are subject, except for such violations, conflicts, breaches, defaults, terminations, accelerations or creations of liens or other encumbrances, that are set forth in the CoBancorp Disclosure Letter or which, individually or in the aggregate, which will not have a Material Adverse Effect on CoBancorp, or (c) violate any judgment, ruling, order, writ, injunction, decree, statute, rule or regulation applicable to CoBancorp or any CoBancorp Subsidiary or any of their respective properties or assets, except for such violations which, individually or in the aggregate, will not have a Material Adverse Effect on CoBancorp, or (d) require any consent, approval, authorization or permit of or from, or filing with or notification to, any Governmental Entity, except (i) pursuant to the Exchange Act and the Securities Act, (ii) filing certificates the Certificate of merger pursuant to Merger and the OGCLCertificate of Designation, (iii) filing the Plan of Merger, (iv) filings required under the securities or blue sky laws of the various states, (ivv) filing under the HSR Act, (vi) filings with, and approval by, the FRB, (v) filings with, and approval by, the OCC, (vi) filings with, and approval by, the OTS, (vii) filings with, and approval by approvals by, the DivisionState Entities, (viii) filings and approvals pursuant to any applicable State Takeover Approvalsstate takeover law, (ix) filings and approvals under the SBIA or (ixx) consents, approvals, authorizations, permits, filings or notifications which have either been obtained or made prior to the Closing or which, if not obtained or mademade will not, will neither,individually or in the aggregate, have a Material Adverse Effect. 4.7