Common use of Consents and Approvals; No Defaults Clause in Contracts

Consents and Approvals; No Defaults. (i) No consents or approvals of, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by Buyer or any of its Subsidiaries in connection with the execution, delivery or performance by Buyer of this Agreement or to consummate the Merger except for (A) filings of applications and notices with the federal and state banking and insurance authorities; (B) filings with the NASDAQ regarding the Buyer Common Stock to be issued in the Merger; (C) the filing and declaration of effectiveness of the Registration Statement; (D) the filing of the Proxy Statement; (E) the filing of articles of merger with the VSCC pursuant to the VSCA and the issuance of certificates of merger in connection with the Merger and the Bank Merger, and the filing of articles of merger with the Secretary of State pursuant to the WVBCA and the issuance of a certificate of merger in connection with the Merger; (F) 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 Buyer Stock in the Merger; and (G) receipt of the approvals set forth in Section 8.01(b). As of the date hereof, Buyer is not aware of any reason why the approvals set forth in Section 8.01(b) will not be received without the imposition of a condition, restriction or requirement of the type described in Section 8.01(b).

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Virginia Commerce Bancorp Inc), Agreement and Plan of Reorganization (United Bankshares Inc/Wv)

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Consents and Approvals; No Defaults. (i) No consents or approvals of, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by Buyer United or any of its Subsidiaries in connection with the execution, delivery or performance by Buyer United of this Agreement or to consummate the Merger except for (A) filings of applications and notices with the federal and state banking and insurance authorities; (B) filings with the NASDAQ regarding the Buyer United Common Stock to be issued in the Merger; (C) the filing and declaration of effectiveness of the Registration Statement; (D) the filing of the Proxy Statement; (E) the filing of articles of merger with the VSCC pursuant to the VSCA and the issuance of certificates of merger in connection with the Merger and the Bank Merger, and the filing of articles of merger with the Secretary of State pursuant to the WVBCA and the issuance of a the related certificate of merger in connection with the Mergermerger; (FE) 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 Buyer United Stock in the Merger; and (GF) receipt of the approvals set forth in Section 8.01(b). As of the date hereof, Buyer United is not aware of any reason why the approvals set forth in Section 8.01(b) will not be received without the imposition of a condition, restriction or requirement of the type described in Section 8.01(b).

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Centra Financial Holdings Inc), Agreement and Plan of Reorganization (United Bankshares Inc/Wv)

Consents and Approvals; No Defaults. (i) No consents or approvals of, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by Buyer United or any of its Subsidiaries in connection with the execution, delivery or performance by Buyer United of this Agreement or to consummate the Merger except for for: (A) filings of applications and notices with the federal and state banking and insurance authorities and the approvals or consents of any federal or state banking and insurance authorities, including, the VBFI and the Federal Reserve Board; (B) filings with the NASDAQ Nasdaq regarding the Buyer United Common Stock to be issued in the Merger; (C) the filing with and declaration of effectiveness of the Registration StatementStatement by the SEC; (D) the filing of the Proxy Statement; (E) the filing of articles of merger with the VSCC pursuant to the VSCA and with the WVSOS pursuant to the WVBCA and the issuance of certificates of merger in connection with the Merger and the Bank Merger, and the filing of articles of merger with the Secretary of State pursuant to the WVBCA and the issuance of a certificate of merger in connection with the Merger; (FE) 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 Buyer United Common Stock in the Merger; and (GF) receipt of the approvals set forth in Section 8.01(b). As of the date hereof, Buyer United is not aware of any reason why the approvals set forth in Section 8.01(b) will not be received without the imposition of a condition, restriction or requirement of the type described in Section 8.01(b)Materially Burdensome Regulatory Condition.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (United Bankshares Inc/Wv), Agreement and Plan of Reorganization (Community Bankers Trust Corp)

Consents and Approvals; No Defaults. (i) No consents or approvals of, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by Buyer United or any of its Subsidiaries in connection with the execution, delivery or performance by Buyer United of this Agreement or to consummate the Merger except for (A) filings of applications and notices with the federal and state banking and insurance authorities; (B) filings with the NASDAQ regarding the Buyer United Common Stock to be issued in the Merger; (C) the filing and declaration of effectiveness of the Registration Statement; (D) the filing of the Proxy Statement; (E) the filing of articles of merger with the VSCC Corporation Commission pursuant to the VSCA and the issuance of certificates the related certificate of merger in connection with the Merger and the Bank Merger, and merger; (E) the filing of articles of merger with the Secretary of State pursuant to the WVBCA and the issuance of a the related certificate of merger in connection with the Merger; (F) 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 Buyer United Stock in the Merger; and (G) receipt of the approvals set forth in Section 8.01(b). As of the date hereof, Buyer United is not aware of any reason why the approvals set forth in Section 8.01(b) will not be received without the imposition of a condition, restriction or requirement of the type described in Section 8.01(b).

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (United Bankshares Inc/Wv), Agreement and Plan of Reorganization (Premier Community Bankshares Inc)

Consents and Approvals; No Defaults. (i) No consents or approvals of, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by Buyer or any of its Subsidiaries in connection with the execution, delivery or performance by Buyer of this Agreement or to consummate the Merger except for (A) filings of applications and notices with the federal and state banking and insurance authorities; (B) filings with the NASDAQ regarding the Buyer Common Stock to be issued in the Merger; (C) filings with the filing SEC and declaration state securities authorities, as applicable, in connection with the registration for resale of effectiveness of Buyer Common Stock to be issued in the Registration StatementMerger; (D) the filing of the Proxy Statement; (E) the filing of articles of merger with the VSCC pursuant to the VSCA and the issuance of certificates of merger in connection with the Merger and the Bank Merger, and the filing of articles of merger with the Secretary of State pursuant to the WVBCA GBCLM and the issuance of a certificate of merger in connection with the Merger; (FE) the filing of a Form D with the SEC and such other 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 Buyer Stock in the Merger; and (GF) receipt of the approvals set forth in Section 8.01(b). As of the date hereof, Buyer is not aware of any reason why the approvals set forth in Section 8.01(b) will not be received without the imposition of a condition, restriction or requirement of the type described in Section 8.01(b).in

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Southern Missouri Bancorp Inc)

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Consents and Approvals; No Defaults. (i) No consents or approvals of, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by Buyer United or any of its Subsidiaries in connection with the execution, delivery or performance by Buyer United of this Agreement or to consummate the Merger except for (A) filings of applications and notices with the federal and state banking and insurance authorities; (B) filings with the NASDAQ regarding the Buyer United Common Stock to be issued in the Merger; (C) the filing and declaration of effectiveness of the Registration Statement; (D) the filing of the Proxy Statement; (E) the filing of articles of merger with the VSCC pursuant to the VSCA and the issuance of certificates a certificate of merger in connection with the Merger and the Bank Merger, and the filing of articles of merger with the Secretary of State DC Department pursuant to the WVBCA DC Business Code and the issuance of a certificate of merger in connection with the Merger; (F) 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 Buyer United Stock in the Merger; and (G) receipt of the approvals set forth in Section 8.01(b7.01(b). As of the date hereof, Buyer United is not aware of any reason why the approvals set forth in Section 8.01(b7.01(b) will not be received without the imposition of a condition, restriction or requirement of the type described in Section 8.01(b7.01(b).

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (United Bankshares Inc/Wv)

Consents and Approvals; No Defaults. (i) No consents or approvals of, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by Buyer United or any of its Subsidiaries in connection with the execution, delivery or performance by Buyer United of this Agreement or to consummate the Merger except for for: (A) filings of applications and notices with the federal and state banking and insurance authorities and the approvals or consents of any federal or state banking and insurance authorities, including, the VBFI and the Federal Reserve Board; (B) filings with the NASDAQ Nasdaq regarding the Buyer United Common Stock to be issued in the Merger; (C) the filing with and declaration of effectiveness of the Registration StatementStatement by the SEC; (D) the filing of the Proxy Statement; (E) the filing of articles of merger with the GCD pursuant to the GBCA, with the VSCC pursuant to the VSCA and with the WVSOS pursuant to the WVBCA and the issuance of certificates of merger in connection with the Merger and the Bank Merger, and the filing of articles of merger with the Secretary of State pursuant to the WVBCA and the issuance of a certificate of merger in connection with the Merger; (FE) 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 Buyer United Common Stock in the Merger; and (GF) receipt of the approvals set forth in Section 8.01(b). As of the date hereof, Buyer United is not aware of any reason why the approvals set forth in Section 8.01(b) will not be received without the imposition of a condition, restriction or requirement of the type described in Section 8.01(b)Materially Burdensome Regulatory Condition.

Appears in 1 contract

Samples: Agreement and Plan of Merger (United Bankshares Inc/Wv)

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