Common use of Consents and Approvals Clause in Contracts

Consents and Approvals. Except for (a) the filing of applications, filings and notices, as applicable, with the NYSE and the London Stock Exchange (the “LSE”), (b) the filing with the Securities and Exchange Commission (the “SEC”) of a joint proxy statement relating to the meeting of Parent’s shareholders to be held for the purpose of obtaining the Requisite Parent Vote and the meeting of the Company’s stockholders to be held for the purpose of obtaining the Requisite Company Vote, in each case, in connection with this Agreement and the transactions contemplated hereby (including any amendments or supplements thereto, the “Joint Proxy Statement”), in definitive form, and of the registration statement on Form S-4 in which the Joint Proxy Statement (a “Joint Statement”), will be included as a prospectus, to be filed with the SEC by Parent in connection with the transactions contemplated by this Agreement (the “S-4”) and declaration of effectiveness of the S-4, and such reports and filings under the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as may be required in connection with this Agreement and the transactions contemplated hereunder, (c) the filing of the Certificate of Merger with the Delaware Secretary pursuant to the DGCL, (d) the filing of any notices or other filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the “HSR Act”), and such other consents, approvals, filings or registrations as may be required under any antitrust or competition Laws of non-U.S. jurisdictions, (e) the applications, filings, consents and notices, as applicable, set forth in Section 3.4 of the Company Disclosure Schedule, (f) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” Laws of various states in connection with the issuance of the shares of Parent Common Stock in connection with the Merger pursuant to this Agreement (“Parent Share Issuance”) and the approval of the listing of such Parent Common Stock on the NYSE, (g) the filings required in accordance with Part 12 of the United Kingdom’s Financial Services and Markets Xxx 0000 (“FSMA”) to obtain the approval of the UK Financial Conduct Authority (“FCA”) of the change of control resulting from the transactions contemplated hereby (such approval, the “FCA Approval”) and (h) subject to Section 6.1(j), a prospectus (or a document containing information which is regarded by the FCA as being equivalent to that of a prospectus pursuant to the Prospectus Rules), if required, prepared in accordance with the Prospectus Rules under section 73A of FSMA being approved by the FCA (such document, a “Prospectus”), no consents or approvals of or filings or registrations with any court or administrative agency or commission or other governmental or quasi-governmental authority or instrumentality or multinational organization or SRO or supra-national authority (each a “Governmental Entity”) are necessary in connection with (i) the execution and delivery by the Company of this Agreement or (ii) the consummation by the Company of the Merger and the other transactions contemplated hereby. As used in this Agreement, “SRO” means (A) any “self-regulatory organization” as defined in Section 3(a)(26) of the Exchange Act and (B) any other United States or foreign securities exchange, futures exchange, commodities exchange or contract market.

Consents and Approvals. (a) Except for (a) the filing of applications, filings and notices, as applicable, with the NYSE and the London Stock Exchange (the “LSE”), (bi) the filing with the Securities and Exchange Commission (the “SEC”) SEC of a joint proxy statement in definitive form (the “Joint Proxy Statement/Prospectus”) relating to the special meeting of Parent’s shareholders to be held for the purpose of obtaining the Requisite Parent Vote and the meeting of the CompanyMCC’s stockholders to be held for in order to obtain MCC Stockholder Approval (the purpose of obtaining the Requisite Company Vote, in each case, in connection with this Agreement “MCC Stockholder Meeting”) and the transactions contemplated hereby special meeting of SIC’s stockholders to be held to vote on the SIC Matters (including any amendments or supplements thereto, the “Joint Proxy StatementSIC Stockholder Meeting”), in definitive form, ) and of the a registration statement on Form S-4 N-14 (the “Form N-14 Registration Statement”) in which the Joint Proxy Statement (a “Joint Statement”), /Prospectus will be included as a prospectus, to be filed with the SEC by Parent in connection with the transactions contemplated by this Agreement (the “S-4”) and declaration of effectiveness of the S-4, and such reports and filings under Form N-14 Registration Statement by the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as may be required in connection with this Agreement and the transactions contemplated hereunderSEC, (cii) the filing of the Certificate of Merger with the Delaware Secretary pursuant to the DGCL, (d) DGCL and the filing of the Articles of Merger with SDAT, (iii) any notices or other filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the “HSR Act”)notices, and such other consents, authorizations, approvals, filings or registrations as may be required under exemptions in connection with compliance with the rules and regulations of the NYSE, or any antitrust or competition Laws of nonother applicable self-U.S. jurisdictionsregulatory organization (“SRO”), (eiv) the applications, filings, consents and any notices, as applicable, set forth in Section 3.4 filings or consents of the Company Disclosure ScheduleSBA required to keep the SBA Debentures outstanding following the Effective Time, (fv) any notices or filings under the HSR Act and the expiration of applicable waiting periods, (vi) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” Laws laws of various states in connection with the issuance of the shares of Parent SIC Common Stock in connection with the Merger pursuant to this Agreement Agreement, (“Parent Share Issuance”vii) and the approval receipt of the listing of such Parent Common Stock SEC Exemptive Relief, or (viii) as set forth on the NYSE, (g) the filings required in accordance with Part 12 of the United Kingdom’s Financial Services and Markets Xxx 0000 (“FSMA”) to obtain the approval of the UK Financial Conduct Authority (“FCA”Section 4.4(a) of MCC Disclosure Schedule (the change of control resulting from the transactions contemplated hereby foregoing (such approval, i) through (viii) referred to collectively as the “FCA Approval”) and (h) subject to Section 6.1(j), a prospectus (or a document containing information which is regarded by the FCA as being equivalent to that of a prospectus pursuant to the Prospectus Rules), if required, prepared in accordance with the Prospectus Rules under section 73A of FSMA being approved by the FCA (such document, a “ProspectusMCC Required Approvals”), no consents other consents, authorizations, approvals, or approvals of exemptions from, or notices to, or filings or registrations with with, any court or administrative agency or commission or other governmental or quasi-governmental authority or instrumentality or multinational organization or SRO or supra-national authority (each a “Governmental Entity”) Entity are necessary in connection with (i) the execution and delivery by the Company MCC of this Agreement or (ii) the consummation by the Company MCC of the Merger and the other transactions contemplated hereby. As used in by this Agreement. (b) Except for (i) receipt of MCC Stockholder Approval, “SRO” means (Aii) any “self-regulatory organization” as defined receipt of the relevant consents or releases, or the taking of other actions, under MCC Debt Documents, (iii) receipt of the relevant consents or releases, or the taking of other actions, under MCC Contracts set forth in Section 3(a)(264.4(b) of the Exchange Act MCC Disclosure Schedule, and (Biv) matters covered in the immediately preceding Section 4.4(a), no consents or approvals of any Person are necessary in connection with the execution and delivery by MCC of this Agreement or the consummation by MCC of the Merger and the other United States or foreign securities exchange, futures exchange, commodities exchange or contract markettransactions contemplated by this Agreement.

Consents and Approvals. Except for Other than in connection with (a) the filing HSR Act, the Anti-monopoly Law of applications, filings and notices, as applicable, with the NYSE PRC and the London Stock Exchange (the “LSE”)regulations promulgated thereunder or any other Antitrust Law, (b) CFIUS pursuant to Section 721 of the DPA, (c) DSS pursuant to the NISPOM, (d) the submission and approval of the announcements as may be required to be issued under the Hong Kong Listing Rules and the Hong Kong Merger Regulation and the Circular to the Hong Kong Exchange and the Hong Kong Executive for approval by the Hong Kong Exchange and the Hong Kong Executive respectfully, (e) the filing with the SEC, and declaration of effectiveness under the Securities Act, of the Form S-4 and Exchange Commission (f) the deregistration of the Seller Parent from the Cayman Islands and its continuation in the British Virgin Islands and adoption of a new memorandum and articles of association (the “SEC”matters covered under (a) of a joint proxy statement relating to the meeting of Parent’s shareholders to be held for the purpose of obtaining the Requisite Parent Vote and the meeting of the Company’s stockholders to be held for the purpose of obtaining the Requisite Company Votethrough (f) above, in each case, in connection with this Agreement and the transactions contemplated hereby (including any amendments or supplements theretocollectively, the “Joint Proxy StatementSeller’s Required Approvals”), in definitive form, and none of the Seller Parties is required to obtain any authorization, waiver, consent or approval of, or make any filing or registration statement on Form S-4 in which the Joint Proxy Statement (a “Joint Statement”)with, will be included as a prospectusor give any notice to, any Government Entity or to be filed with the SEC by Parent obtain any Permit in connection with the transactions contemplated execution, delivery and performance by this Agreement (the “S-4”) and declaration of effectiveness any of the S-4, and such reports and filings under the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as may be required in connection with this Agreement and the transactions contemplated hereunder, (c) the filing of the Certificate of Merger with the Delaware Secretary pursuant to the DGCL, (d) the filing of any notices or other filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the “HSR Act”), and such other consents, approvals, filings or registrations as may be required under any antitrust or competition Laws of non-U.S. jurisdictions, (e) the applications, filings, consents and notices, as applicable, set forth in Section 3.4 of the Company Disclosure Schedule, (f) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” Laws of various states in connection with the issuance of the shares of Parent Common Stock in connection with the Merger pursuant to this Agreement (“Parent Share Issuance”) and the approval of the listing of such Parent Common Stock on the NYSE, (g) the filings required in accordance with Part 12 of the United Kingdom’s Financial Services and Markets Xxx 0000 (“FSMA”) to obtain the approval of the UK Financial Conduct Authority (“FCA”) of the change of control resulting from the transactions contemplated hereby (such approval, the “FCA Approval”) and (h) subject to Section 6.1(j), a prospectus (or a document containing information which is regarded by the FCA as being equivalent to that of a prospectus pursuant to the Prospectus Rules), if required, prepared in accordance with the Prospectus Rules under section 73A of FSMA being approved by the FCA (such document, a “Prospectus”), no consents or approvals of or filings or registrations with any court or administrative agency or commission or other governmental or quasi-governmental authority or instrumentality or multinational organization or SRO or supra-national authority (each a “Governmental Entity”) are necessary in connection with (i) the execution and delivery by the Company Seller Parties of this Agreement or (ii) the consummation by the Company each of the Merger and Ancillary Agreements to which it is a party or any of the other transactions contemplated hereby. As used hereunder or thereunder, other than any authorization, waiver, consent, approval, filing, registration, notice or Permit, the failure of which to obtain, make or give would not, individually or in this Agreementthe aggregate, “SRO” means (A) any “self-regulatory organization” as defined in Section 3(a)(26) of the Exchange Act and (B) any other United States or foreign securities exchange, futures exchange, commodities exchange or contract markethave a Material Adverse Effect.

Consents and Approvals. Except for (ai) the filing of applications, filings a notification and notices, as applicable, with report form under the NYSE HSR Act and the London Stock Exchange (termination or expiration of the “LSE”)waiting period under the HSR Act, if such filing of a notification and report form is required by the HSR Act, and any other applicable anti-trust or competition approvals, (bii) the filing with the Securities and Exchange Commission (the “SEC”) SEC of a joint proxy statement statement/prospectus relating to the meeting of Parent’s shareholders matters to be held for submitted to Buyer's stockholders at the purpose of obtaining the Requisite Parent Vote Buyer Stockholders Meeting and the meeting of matters to be submitted to the Company’s 's stockholders to be held for at the purpose of obtaining the Requisite Company VoteStockholders Meeting (such joint proxy statement/prospectus, in each case, in connection with this Agreement and the transactions contemplated hereby (including any amendments or supplements thereto, the “Joint Proxy Statement”), in definitive form, "JOINT PROXY STATEMENT/PROSPECTUS") and of the a registration statement on Form S-4 with respect to the issuance of Buyer Common Stock in which the Joint Proxy Statement Merger (a “Joint Statement”), will be included as a prospectus, to be filed with the SEC by Parent in connection with the transactions contemplated by this Agreement (the “S-4”) and declaration of effectiveness of the such Form S-4, and such reports any amendments or supplements thereto, the "FORM S-4") and filings under the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as may be required in connection with this Agreement and the transactions contemplated hereunder, (ciii) the filing of the Certificate of Merger with the Delaware Secretary pursuant to the DGCL, (d) the filing of any notices or other filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the “HSR Act”consents, approvals, filings and registration required under or in relation to clauses (i) though (iii) above, "NECESSARY CONSENTS"), and (iv) such other consents, approvals, filings or and registrations as may be required under any antitrust or competition Laws of non-U.S. jurisdictions, (e) the applications, filings, consents and notices, as applicable, set forth in Section 3.4 of 4.1(d) the Company Disclosure Schedule, (f) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” Laws of various states in connection with the issuance of the shares of Parent Common Stock in connection with the Merger pursuant to this Agreement (“Parent Share Issuance”) and the approval of the listing of such Parent Common Stock on the NYSE, (g) the filings required in accordance with Part 12 of the United Kingdom’s Financial Services and Markets Xxx 0000 (“FSMA”) to obtain the approval of the UK Financial Conduct Authority (“FCA”) of the change of control resulting from the transactions contemplated hereby (such approval, the “FCA Approval”) and (h) subject to Section 6.1(j), a prospectus (or a document containing information which is regarded by the FCA as being equivalent to that of a prospectus pursuant to the Prospectus Rules), if required, prepared in accordance with the Prospectus Rules under section 73A of FSMA being approved by the FCA (such document, a “Prospectus”), no consents or approvals of or filings or registrations with any court supranational or national, state, municipal or local government, foreign or domestic, any instrumentality, subdivision, court, administrative agency or commission or other authority thereof, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority or instrumentality or multinational organization or SRO or supra-national authority (each each, a “Governmental Entity”"GOVERNMENTAL ENTITY") are necessary in connection with (iA) the execution and delivery by the Company of this Agreement or and (iiB) the consummation by the Company of the Merger and the other transactions contemplated hereby. As used in by this Agreement. The failure to obtain the consents, “SRO” means (A) any “self-regulatory organization” as defined approvals, filings and registrations set forth in Section 3(a)(264.1(d) of the Exchange Act and (B) any other United States Company Disclosure Schedule would not reasonably be expected to have a Material Adverse Effect on the Company or foreign securities exchange, futures exchange, commodities exchange or contract marketthe Buyer.

Consents and Approvals. Except for (a) the filing of applications, filings a notification and notices, as applicable, with report form under the NYSE HSR Act and the London Stock Exchange (termination or expiration of the “LSE”)waiting period under the HSR Act, (b) the filing of any other required applications or notices with any state or foreign agencies and approval of such applications and notices (the "Other Required Governmental Approvals"), (c) the filing with the Securities and Exchange Commission (the “SEC”) SEC of a joint proxy statement statement/prospectus relating to the meeting of Parent’s shareholders matters to be held for submitted to Parent's stockholders at the purpose of obtaining Parent Stockholders Meeting and to Company's stockholders at the Requisite Parent Vote Company Stockholders Meeting (such joint proxy statement/prospectus, and the meeting of the Company’s stockholders to be held for the purpose of obtaining the Requisite Company Vote, in each case, in connection with this Agreement and the transactions contemplated hereby (including any amendments or supplements thereto, the “"Joint Proxy Statement”), in definitive form, /Prospectus") and of the a registration statement on Form S-4 with respect to the issuance of Parent Common Stock in which the Joint Proxy Statement Merger (a “Joint Statement”), will be included as a prospectus, to be filed with the SEC by Parent in connection with the transactions contemplated by this Agreement (the “S-4”) and declaration of effectiveness of the such Form S-4, and such reports and filings under any amendments or supplements thereto, the Securities Act of 1933, as amended (the “Securities Act”"Form S-4"), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as may be required in connection with this Agreement and the transactions contemplated hereunder, (cd) the filing of the Certificate of Merger with the Delaware Secretary pursuant to the DGCLMerger, (de) the filing of any notices or other filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the “HSR Act”)consents, and such other consentsauthorizations, approvals, filings or registrations as may be required under any antitrust or competition Laws of non-U.S. jurisdictions, (e) exemptions in connection with compliance with the applications, filings, consents and notices, as applicable, set forth in Section 3.4 rules of the Company Disclosure ScheduleNASDAQ, (f) such filings and approvals as are required to be made or obtained under the securities or “"Blue Sky” Laws " laws of various states in connection with the issuance of the shares of Parent Common Stock in connection with the Merger pursuant to this Agreement (“Parent Share Issuance”the consents, approvals, filings and registration required under or in relation to the foregoing clauses (b) though (f) being referred to as "Necessary Approvals") and the approval of the listing of such Parent Common Stock on the NYSE, (g) such other consents, approvals, filings and registrations the filings required in accordance with Part 12 failure of the United Kingdom’s Financial Services and Markets Xxx 0000 (“FSMA”) which to obtain or make would not, either individually or in the approval of aggregate, reasonably be expected to have a Material Adverse Effect on Company or the UK Financial Conduct Authority (“FCA”) of the change of control resulting from the transactions contemplated hereby (such approval, the “FCA Approval”) and (h) subject to Section 6.1(j), a prospectus (or a document containing information which is regarded by the FCA as being equivalent to that of a prospectus pursuant to the Prospectus Rules), if required, prepared in accordance with the Prospectus Rules under section 73A of FSMA being approved by the FCA (such document, a “Prospectus”)Surviving Entity, no consents or approvals of or filings or registrations with any court supranational, national, state, municipal, local or foreign government, any instrumentality, subdivision, court, administrative agency or commission or other authority thereof, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority or instrumentality or multinational organization or SRO or supra-national authority (each each, a “"Governmental Entity”") are necessary in connection with (i) the execution and delivery by the Company of this Agreement or Agreement, (ii) the performance by Company of its obligations under this Agreement and (iii) the consummation by the Company of the Merger and the other transactions contemplated hereby. As used in by this Agreement, “SRO” means (A) any “self-regulatory organization” as defined in Section 3(a)(26) of the Exchange Act and (B) any other United States or foreign securities exchange, futures exchange, commodities exchange or contract market.

Consents and Approvals. Except for No Consent is required in connection with the execution and delivery of this Agreement and each Ancillary Agreement by the Company or the performance by the Company of its obligations hereunder (including the consummation of the Merger) and thereunder, except for: (a) the filing of applications, filings the Notification and notices, as applicable, with the NYSE and the London Stock Exchange (the “LSE”), (b) the filing with the Securities and Exchange Commission (the “SEC”) of a joint proxy statement relating to the meeting of Parent’s shareholders to be held for the purpose of obtaining the Requisite Parent Vote and the meeting of the Company’s stockholders to be held for the purpose of obtaining the Requisite Company Vote, in each case, in connection with this Agreement and the transactions contemplated hereby (including any amendments or supplements thereto, the “Joint Proxy Statement”), in definitive form, and of the registration statement on Report Form S-4 in which the Joint Proxy Statement (a “Joint Statement”), will be included as a prospectus, to be filed with the SEC by Parent in connection with the transactions contemplated by this Agreement (the “S-4”) and declaration of effectiveness of the S-4, and such reports and filings under the Securities Xxxx-Xxxxx-Xxxxxx Antitrust Improvement Act of 19331976, as amended (the “Securities HSR Act”), or ; (b) applicable requirements of the Securities Exchange Act of 1934, as amended amended, and the rules and regulations promulgated thereunder (the “Exchange Act”), ) and as may be required in connection with this Agreement and under applicable state securities or “blue sky” Laws of the transactions contemplated hereunder, United States; (c) the filing of the Certificate of Merger with the Delaware Secretary pursuant to of State of the DGCL, State of Delaware; (d) the filing with the SEC of any notices a proxy statement (together with all customary proxy or other filings under materials delivered in connection therewith, the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act “Proxy Statement”) relating to the meeting of 1976 the Shareholders of the Company to be held to consider the adoption of this Agreement (the “HSR ActCompany Shareholders Meeting”); (e) the Consents required or contemplated under the Advisers Act and any Investment Advisory Arrangements; (f) the filings or notices required by, and any approvals required under the rules and regulations of, any self-regulatory organization, including the NASDAQ Stock Market LLC (the “NASDAQ” and, each, a “Self-Regulatory Organization”); and (g) such Consents which if not obtained or made would not, individually or in the aggregate, have a Company Material Adverse Effect. Section 3.4 of the Disclosure Letter contains a true and complete list as of the date hereof of (x) each Consent (including the party from whom such Consent must be obtained) required pursuant to any Investment Advisory Arrangement (each such Consent, an “Advisers Act Consent”), and such other consents(y) each Consent required to prevent or waive any put right, approvalsright of redemption, filings or registrations as may be required under any antitrust or competition Laws of non-U.S. jurisdictions, (e) the applications, filings, consents and notices, as applicable, set forth in Section 3.4 termination of the investment period, termination of the fund, default or other consequence materially adverse to the Company Disclosure Scheduleor any of its Subsidiaries pursuant to any Fund Document (each such Consent, an “Investor Waiver”), in the case of each of (fx) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” Laws of various states (y), in connection with the issuance of the shares of Parent Common Stock in connection with the Merger pursuant to this Agreement (“Parent Share Issuance”) and the approval of the listing of such Parent Common Stock on the NYSE, (g) the filings required in accordance with Part 12 of the United Kingdom’s Financial Services and Markets Xxx 0000 (“FSMA”) to obtain the approval of the UK Financial Conduct Authority (“FCA”) of the change of control resulting from the transactions contemplated hereby (such approval, the “FCA Approval”) and (h) subject to Section 6.1(j), a prospectus (or a document containing information which is regarded by the FCA as being equivalent to that of a prospectus pursuant to the Prospectus Rules), if required, prepared in accordance with the Prospectus Rules under section 73A of FSMA being approved by the FCA (such document, a “Prospectus”), no consents or approvals of or filings or registrations with any court or administrative agency or commission or other governmental or quasi-governmental authority or instrumentality or multinational organization or SRO or supra-national authority (each a “Governmental Entity”) are necessary in connection with (i) the execution and delivery of this Agreement and each Ancillary Agreement by the Company or the performance by the Company of this Agreement or its obligations hereunder and thereunder (ii) including the consummation by the Company of the Merger and the other transactions contemplated hereby. As used in this Agreement, “SRO” means (A) any “self-regulatory organization” as defined in Section 3(a)(26) of the Exchange Act and (B) any other United States or foreign securities exchange, futures exchange, commodities exchange or contract marketMerger).

Consents and Approvals. Except for (ai) the filing of applications, filings applications and notices, as applicable, with the NYSE Federal Reserve Board under the BHC Act and the London Stock Exchange (Federal Reserve Act, as amended, and approval of such applications and notices, and, in connection with the “LSE”)acquisition of PVFC Bank by FNB, the filing of applications and notices, as applicable, with the FDIC, the OCC and any state regulatory authority, and approval of such applications and notices, (bii) the filing with the Securities and Exchange Commission (SEC of the “SEC”) of a joint proxy statement relating to the meeting of Parent’s shareholders to be held for the purpose of obtaining the Requisite Parent Vote Proxy Statement and the meeting of the Company’s stockholders to be held for the purpose of obtaining the Requisite Company Vote, in each case, in connection with this Agreement and the transactions contemplated hereby (including any amendments or supplements thereto, the “Joint Proxy Statement”), in definitive form, and of the registration statement on Form S-4 in which the Joint Proxy Statement (a “Joint Statement”), will be included as a prospectus, to be filed with the SEC by Parent in connection with the transactions contemplated by this Agreement (the “S-4”) filing and declaration of effectiveness of the S-4, and such reports and filings under the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as may be required in connection with this Agreement and the transactions contemplated hereunderRegistration Statement, (ciii) the filing of the Certificate Articles of Merger with and the Delaware acceptance for record by the Secretary of State of the State of Ohio pursuant to the DGCL, (d) OGCL and the filing of Articles of Merger with and the acceptance for record by the Secretary of State of the State of Florida pursuant to the FBCA, (iv) any notices or other filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the “HSR Act”)consents, and such other consentsauthorizations, approvals, filings or registrations as may be exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment advisers or transfer agents and the rules and regulations thereunder and of any applicable industry SRO, and the rules of NASDAQ or the NYSE, or that are required under any antitrust or competition Laws of non-U.S. jurisdictionsconsumer finance, mortgage banking and other similar laws, (e) the applications, filings, consents and notices, as applicable, set forth in Section 3.4 of the Company Disclosure Schedule, (fv) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” Laws laws of various states in connection with the issuance of the shares of Parent FNB Common Stock in connection with the Merger pursuant to this Agreement (“Parent Share Issuance”) and the approval of the listing of such Parent FNB Common Stock on the NYSE, (g) the filings required in accordance with Part 12 of the United Kingdom’s Financial Services and Markets Xxx 0000 (“FSMA”) to obtain the approval of the UK Financial Conduct Authority (“FCA”) of the change of control resulting from the transactions contemplated hereby (such approval, the “FCA Approval”) and (h) subject to Section 6.1(j), a prospectus (or a document containing information which is regarded by the FCA as being equivalent to that of a prospectus pursuant to the Prospectus Rules), if required, prepared in accordance with the Prospectus Rules under section 73A of FSMA being approved by the FCA (such document, a “Prospectus”), no consents or approvals of or filings or registrations with any court or administrative agency or commission Governmental Entity, SRO or other governmental or quasi-governmental authority or instrumentality or multinational organization or SRO or supra-national authority (each a “Governmental Entity”) Person are necessary in connection with (iA) the execution and delivery by the Company FNB of this Agreement or and (iiB) the consummation by the Company FNB of the Merger and the other transactions contemplated herebythis Agreement contemplates. As used in of the date of this Agreement, “SRO” means (A) FNB is not aware of any “self-regulatory organization” as defined in Section 3(a)(26) of reason why the Exchange Act and (B) Requisite Regulatory Approvals will not be received on a timely basis or why any other United States or foreign securities exchange, futures exchange, commodities exchange or contract marketMaterially Burdensome Regulatory Condition would be imposed.

Consents and Approvals. Except for (ai) the filing of applications, filings applications and notices, as applicable, with the NYSE and Board of Governors of the London Stock Exchange Federal Reserve System (the “LSE”"Federal Reserve Board") under the BHC Act, (ii) the filing of any requisite applications with the Office of the Comptroller of the Currency (the "OCC") or the Federal Deposit Insurance Corporation (the "FDIC") in connection with the merger of Subsidiaries of CBI and Bancorp, (iii) the filing of any required applications or notices with any state bank regulatory agencies (the "State Approvals"), (biv) the filing with the Securities and Exchange Commission (the “SEC”) SEC of a joint proxy statement in definitive form relating to the meeting of Parent’s CBI's shareholders to be held for the purpose of obtaining the Requisite Parent Vote and the meeting of the Company’s stockholders to be held for the purpose of obtaining the Requisite Company Vote, in each case, in connection with this Agreement and the transactions contemplated hereby (including any amendments or supplements thereto, the “Joint "Proxy Statement”), in definitive form, ") and of the registration statement on Form S-4 (the "S-4") in which the Joint Proxy Statement (a “Joint Statement”), will be included as a prospectus, to be filed (v) the filing of the Articles of Merger with the SEC by Parent in connection with Oregon Secretary pursuant to the transactions contemplated by this Agreement (the “S-4”) and declaration of effectiveness of the S-4, and such reports and filings under the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as may be required in connection with this Agreement and the transactions contemplated hereunderOBCA, (cvi) the filing of the Certificate of Merger with the Delaware Secretary pursuant to the DGCL, (d) the filing of any notices or other filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the “HSR Act”), and such other consents, approvals, filings or registrations as may be required under any antitrust or competition Laws of non-U.S. jurisdictions, (e) the applications, filings, consents and notices, as applicable, set forth in Section 3.4 of the Company Disclosure Schedule, (fvii) such filings and approvals as are required to be made or obtained under the securities or “"Blue Sky” Laws " laws of various states in connection with the issuance of the shares of Parent Bancorp Common Stock in connection with the Merger pursuant to this Agreement Agreement, (“Parent Share Issuance”viii) and the approval of this Agreement by the listing requisite vote of such Parent Common Stock on the NYSEshareholders of CBI, and (gix) the filings required consents and approvals set forth in accordance with Part 12 of the United Kingdom’s Financial Services and Markets Xxx 0000 (“FSMA”) to obtain the approval of the UK Financial Conduct Authority (“FCA”) of the change of control resulting from the transactions contemplated hereby (such approval, the “FCA Approval”) and (h) subject to Section 6.1(j), a prospectus (or a document containing information which is regarded by the FCA as being equivalent to that of a prospectus pursuant to the Prospectus Rules), if required, prepared in accordance with the Prospectus Rules under section 73A of FSMA being approved by the FCA (such document, a “Prospectus”)CBI Disclosure Schedule, no consents or approvals of or filings or registrations with any court or court, administrative agency or commission or other governmental or quasi-governmental authority or instrumentality or multinational organization or SRO or supra-national authority (each a “"Governmental Entity”") or with any third party are necessary in connection with (iA) the execution and delivery by the Company CBI of this Agreement or and (iiB) the consummation by the Company CBI of the Merger and the other transactions contemplated hereby. As used in this Agreement, “SRO” means (A) any “self-regulatory organization” as defined in Section 3(a)(26) of the Exchange Act and (B) any other United States or foreign securities exchange, futures exchange, commodities exchange or contract market.

Consents and Approvals. Except for (ai) the filing of applications, filings applications and notices, as applicable, with the NYSE Federal Reserve Board under the BHC Act and approval of such applications and notices, (ii) the filing of any requisite applications with the OCC and the London Stock Exchange approval of such applications, (iii) the “LSE”filings with respect to the State Approvals (including receipt of such State Approvals), (biv) the filing of any requisite applications with the Office of Thrift Supervision and the approval of such applications, (v) approval of the listing of the Parent Capital Stock to be issued in the Merger on the NYSE, (vi) the filing with the Securities and Exchange Commission (the “SEC”) SEC of a joint proxy statement relating to the meeting of Parent’s shareholders to be held for the purpose of obtaining the Requisite Parent Vote and the meeting of the Company’s stockholders to be held for the purpose of obtaining the Requisite Company Vote, in each case, in connection with this Agreement and the transactions contemplated hereby (including any amendments or supplements thereto, the “Joint Proxy Statement”), in definitive form, and of the registration statement on Form S-4 in which the Joint Proxy Statement (a “Joint Statement”), will be included as a prospectus, to be filed with and the SEC by Parent in connection with the transactions contemplated by this Agreement (the “S-4”) filing and declaration of effectiveness of the S-4, and such reports and filings under the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as may be required in connection with this Agreement and the transactions contemplated hereunder, (cvii) the filing of the Certificate of Merger with the Delaware Secretary pursuant to the DGCL, (d) the filing of any notices or other filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the “HSR Act”), and such other consents, approvals, filings or registrations as may be required under any antitrust or competition Laws of non-U.S. jurisdictions, (e) the applications, filings, consents and notices, as applicable, set forth in Section 3.4 of the Company Disclosure Schedule, (fviii) such filings and approvals as are required to be made or obtained under the securities or “"Blue Sky” Laws " laws of various states in connection with the issuance of the shares of Parent Common Capital Stock in connection with the Merger pursuant to this Agreement, (ix) the adoption of the agreement of merger (within the meaning of Section 251 of the DGCL) contained in this Agreement (“Parent Share Issuance”) by the requisite vote of the stockholders of Subject Company and the approval of the listing Parent Vote Matters by the requisite votes of such Parent Common Stock on the NYSEstockholders of Parent, (gx) the filings required in accordance with Part 12 filing of the United Kingdom’s Financial Services appropriate documents necessary to cause the Charter Amendment to become effective with the Secretary of State of the State of Delaware, (xi) the consents and Markets Xxx 0000 approvals set forth in Section 4.4 of the Parent Disclosure Schedule, and (“FSMA”xii) the consents and approvals of third parties which are not Governmental Entities, the failure of which to obtain the approval of the UK Financial Conduct Authority (“FCA”) of the change of control resulting from the transactions contemplated hereby (such approval, the “FCA Approval”) will not have and (h) subject would not be reasonably expected to Section 6.1(j), have a prospectus (or a document containing information which is regarded by the FCA as being equivalent to that of a prospectus pursuant to the Prospectus Rules), if required, prepared in accordance with the Prospectus Rules under section 73A of FSMA being approved by the FCA (such document, a “Prospectus”)Material Adverse Effect, no consents or approvals of of, or filings or registrations with with, any court Governmental Entity or administrative agency or commission or other governmental or quasi-governmental authority or instrumentality or multinational organization or SRO or supra-national authority (each a “Governmental Entity”) any third party are necessary in connection with (iA) the execution and delivery by Parent and Merger Sub of the Company of this Agreement or Parent Documents and (iiB) the consummation by the Company Parent and Merger Sub of the Merger and the other transactions contemplated hereby. As used in this Agreement, “SRO” means (A) any “self-regulatory organization” as defined in Section 3(a)(26) of the Exchange Act hereby and (B) any other United States or foreign securities exchange, futures exchange, commodities exchange or contract marketthereby.

Consents and Approvals. Except for (a) the filing of applications, filings and notices, as applicable, with the NYSE and the London Stock Exchange (the “LSE”), (bi) the filing with the Securities and Exchange Commission (the “SEC”) SEC of a joint proxy statement relating to the meeting of Parent’s shareholders to be held for the purpose of obtaining the Requisite Parent Vote and the meeting of the Company’s stockholders to be held for the purpose of obtaining the Requisite Company Vote, in each case, in connection with this Agreement and the transactions contemplated hereby (including any amendments or supplements thereto, the “Joint Proxy Statement”), in definitive form, and of the registration statement on Form S-4 in which the Joint Proxy Statement (a “Joint Statement”), will be included as a prospectus, to be filed with and the SEC by Parent in connection with the transactions contemplated by this Agreement (the “S-4”) filing and declaration of effectiveness of the Form S-4, and such reports and filings under the Securities Act of 1933Sections 12, as amended (the “Securities Act”13(a), or 13(d), 13(g) and 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as may be required in connection with this Agreement Agreement, and the transactions contemplated hereunderhereby and thereby, and obtaining from the SEC such orders as may be required in connection therewith, (cii) the filing of the Certificate Certificates of Merger with the Secretary of State of the State of Delaware Secretary pursuant to the DGCL, (diii) the filing of any notices or other filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements HSR Act and the termination or expiration of 1976 (the “HSR Act”)any applicable waiting period thereunder, and such other consents, approvals, filings or registrations as may be required under any antitrust foreign antitrust, merger control or competition Laws of non-U.S. jurisdictionsLaws, (e) the applications, filings, consents and notices, as applicable, set forth in Section 3.4 of the Company Disclosure Schedule, (fiv) such filings and approvals as are required to be made or obtained under the Securities Act and the securities or “Blue Sky” Laws of various states in connection with the issuance of the shares of Parent Dex Common Stock in connection with the Merger pursuant to this Agreement (“Parent Share Issuance”) Agreement, and the approval of the listing of such Parent Dex Common Stock on the NYSENYSE or the NASDAQ, (gv) such filings, consents and approvals of Governmental Entities as may be set forth on Section 4.4 of the Dex Disclosure Schedule, (vi) the Dex Stockholder Approval, (vii) such filings or notices required in accordance with Part 12 under the rules and regulations of the United Kingdom’s Financial Services and Markets Xxx 0000 (“FSMA”) to obtain NYSE or the approval of the UK Financial Conduct Authority (“FCA”) of the change of control resulting from the transactions contemplated hereby (such approvalNASDAQ, the “FCA Approval”) and (hviii) subject such other consents, approvals, filings or registrations the failure of which to Section 6.1(j)be made or obtained, individually or in the aggregate, are not reasonably likely to have a prospectus (or a document containing information which is regarded by the FCA as being equivalent to that of a prospectus pursuant to the Prospectus Rules), if required, prepared in accordance with the Prospectus Rules under section 73A of FSMA being approved by the FCA (such document, a “Prospectus”)Material Adverse Effect on Dex, no consents or approvals of or filings or registrations with any court or administrative agency or commission or other governmental or quasi-governmental authority or instrumentality or multinational organization or SRO or supra-national authority (each a “Governmental Entity”) Entity are necessary in connection with (iA) the execution and delivery by Dex and the Company Merger Subs of this Agreement or and (iiB) the consummation by Dex and the Company Merger Subs of the Merger Mergers and the other transactions contemplated hereby. As used in by this Agreement, “SRO” means (A) any “self-regulatory organization” as defined in Section 3(a)(26) of the Exchange Act and (B) any other United States or foreign securities exchange, futures exchange, commodities exchange or contract market.

Consents and Approvals. Except for (ai) the filing of applications, filings and notices, as applicable, with the NYSE Federal Reserve Board under the BHC Act and OSFI under the Bank Act (Canada) and approval of such applications, filings and notices, (ii) the filing of any required applications, filings or notices, as applicable, with FINRA and the London Stock Exchange (the “LSE”)approval of such applications, filings and notices, (biii) the filing with the Securities and Exchange Commission (SEC of the “SEC”) of a joint proxy statement relating to the meeting of Parent’s shareholders to be held for the purpose of obtaining the Requisite Parent Vote Proxy Statement and the meeting of the Company’s stockholders to be held for the purpose of obtaining the Requisite Company Vote, in each case, in connection with this Agreement and the transactions contemplated hereby (including any amendments or supplements thereto, the “Joint Proxy Statement”), in definitive form, and of the registration statement on Form S-4 F-4 in which the Joint Proxy Statement (a “Joint Statement”), will be included as a prospectus, to be filed with the SEC by Parent in connection with the transactions contemplated by this Agreement (the “S-4”) and declaration of effectiveness of the S-4, and such reports and filings under the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as may be required in connection with this Agreement and the transactions contemplated hereunderF-4, (civ) the filing of the Certificate of Merger with the Delaware Secretary pursuant to the DGCL, (dv) the filing of any notices or other filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the “HSR Act”), and such other consents, approvals, filings or registrations as may be required under any antitrust or competition Laws of non-U.S. jurisdictions, (e) the applications, filings, consents and notices, as applicable, set forth in Section 3.4 of the Company Disclosure Schedule, (fvi) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” Laws laws of various states in connection with the issuance of the shares of Parent Common Stock in connection with the Merger Shares pursuant to this Agreement and (“Parent Share Issuance”vii) and the approval of the listing of such Parent Common Stock Shares and the New Parent Preferred Shares on the NYSENYSE and, (g) in the filings required in accordance with Part 12 case of the United Kingdom’s Financial Services and Markets Xxx 0000 (“FSMA”) to obtain the approval of the UK Financial Conduct Authority (“FCA”) of the change of control resulting from the transactions contemplated hereby (such approvalParent Common Shares only, the “FCA Approval”) and (h) subject to Section 6.1(j), a prospectus (or a document containing information which is regarded by the FCA as being equivalent to that of a prospectus pursuant to the Prospectus Rules), if required, prepared in accordance with the Prospectus Rules under section 73A of FSMA being approved by the FCA (such document, a “Prospectus”)TSX, no consents or approvals of or filings or registrations with any court or administrative agency or commission or other governmental or quasi-governmental authority or instrumentality or multinational organization or SRO or supra-national authority (each a “Governmental Entity”) Entity are necessary in connection with (iA) the execution and delivery by the Company each of Parent and Holdco of this Agreement or (iiB) the consummation by the Company each of Parent and Holdco of the Merger and the other transactions contemplated hereby. As used in this Agreement, “SRO” means (A) any “self-regulatory organization” as defined in Section 3(a)(26) of the Exchange Act date hereof, neither Parent nor Holdco is aware of any reason why the necessary regulatory approvals and (B) consents will not be received in order to permit consummation of the Merger on a timely basis. No vote or other approval of the shareholders or any other United States securityholders of Parent is required in connection with the execution, delivery or foreign securities performance of this Agreement or to consummate the transactions contemplated hereof (including the issuance of stock consideration) in accordance with the terms hereof, whether by reason of applicable law, the organizational documents of Parent, the rules or requirements of any exchange, futures exchange, commodities exchange or contract marketotherwise.

Consents and Approvals. Except for (ai) the filing of applications, filings applications and notices, as applicable, with the NYSE Federal Reserve Board under the BHC Act and the London Stock Exchange (Federal Reserve Act, as amended, and approval of such applications and notices, and, in connection with the “LSE”)merger of the national bank Subsidiaries of Unizan and Huntington, the filing of applications and notices, as applicable, with the OCC and approval of such applications and notice, (bii) the Other Regulatory Approvals, (iii) the filing with the Securities and Exchange Commission (SEC of the “SEC”) of a joint proxy statement relating to the meeting of Parent’s shareholders to be held for the purpose of obtaining the Requisite Parent Vote Proxy Statement and the meeting of the Company’s stockholders to be held for the purpose of obtaining the Requisite Company Vote, in each case, in connection with this Agreement and the transactions contemplated hereby (including any amendments or supplements thereto, the “Joint Proxy Statement”), in definitive form, and of the registration statement on Form S-4 in which the Joint Proxy Statement (a “Joint Statement”), will be included as a prospectus, to be filed with the SEC by Parent in connection with the transactions contemplated by this Agreement (the “S-4”) filing and declaration of effectiveness of the Form S-4, (iv) the filing of the Articles of Merger with the Maryland Department of Assessments and such reports and filings under Taxation pursuant to the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as may be required in connection with this Agreement MGCL and the transactions contemplated hereunder, (c) issuance by the Maryland Secretary of a Certificate of Merger and the filing of the Certificate of Merger with the Delaware Secretary of State of the State of Ohio pursuant to the DGCLOGCL, (dv) any notices to or filings with the filing of SBA, (vi) any notices or other filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the “HSR Act”), and such other (vii) any consents, authorizations, approvals, filings or registrations as may be exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment advisers or transfer agents, and the rules of the Nasdaq, or that are required under any antitrust or competition Laws of non-U.S. jurisdictionsconsumer finance, mortgage banking and other similar laws, (e) the applications, filings, consents and notices, as applicable, set forth in Section 3.4 of the Company Disclosure Schedule, (fviii) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” Laws laws of various states in connection with the issuance of the shares of Parent Huntington Common Stock in connection with the Merger pursuant to this Agreement Agreement, and (“Parent Share Issuance”ix) and the approval filings, if any, required as a result of the listing particular status of such Parent Common Stock on the NYSE, (g) the filings required in accordance with Part 12 of the United Kingdom’s Financial Services and Markets Xxx 0000 (“FSMA”) to obtain the approval of the UK Financial Conduct Authority (“FCA”) of the change of control resulting from the transactions contemplated hereby (such approval, the “FCA Approval”) and (h) subject to Section 6.1(j), a prospectus (or a document containing information which is regarded by the FCA as being equivalent to that of a prospectus pursuant to the Prospectus Rules), if required, prepared in accordance with the Prospectus Rules under section 73A of FSMA being approved by the FCA (such document, a “Prospectus”)Unizan, no consents or approvals of or filings or registrations with any court or administrative agency or commission or other governmental or quasi-governmental authority or instrumentality or multinational organization or SRO or supra-national authority (each a “Governmental Entity”) Entity are necessary in connection with (iA) the execution and delivery by the Company Huntington of this Agreement or and (iiB) the consummation by the Company Huntington of the Merger and the other transactions contemplated hereby. As used in by this Agreement, “SRO” means (A) any “self-regulatory organization” as defined in Section 3(a)(26) of the Exchange Act and (B) any other United States or foreign securities exchange, futures exchange, commodities exchange or contract market.

Consents and Approvals. Except for (a) the filing of applications, filings and notices, as applicable, with the NYSE and the London Stock Exchange (the “LSE”), (bi) the filing with the Securities and Exchange Commission (the “SEC”) of a joint proxy statement in definitive form relating to the meeting meetings of ParentWisconsin’s shareholders and Georgia’s shareholders to be held for the purpose of obtaining the Requisite Parent Vote and the meeting of the Company’s stockholders to be held for the purpose of obtaining the Requisite Company Vote, in each case, in connection with this Agreement and the transactions contemplated hereby by this Agreement (including together with any amendments or supplements thereto, the “Joint Proxy Statement”), in definitive form, ) and of the a registration statement on Form S-4 (together with any amendments or supplements thereto, the “Form S-4”) in which the Joint Proxy Statement (a “Joint Statement”), will be included as a prospectus, to be filed with the SEC by Parent in connection with the transactions contemplated by this Agreement (the “S-4”) and declaration of effectiveness of the Form S-4, and such reports and filings under the Securities Act of 1933Sections 12, as amended (the “Securities Act”13(a), or 13(d), 13(g) and 16(a) of the Securities Exchange Act of 1934, as amended amended, and the rules and regulations promulgated thereunder (collectively, the “Exchange Act”), ) as may be required in connection with this Agreement, the Support Agreement and the transactions contemplated hereunderhereby and thereby, and obtaining from the SEC such orders as may be required in connection therewith, (cii) the filing of the Articles of Merger with the Department of Financial Institutions of the State of Wisconsin pursuant to the WBCL and the filing of the Certificate of Merger with the Secretary of State of the State of Delaware Secretary pursuant to the DGCLDLLCA, (diii) the filing of any notices or other filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 1976, as amended (the “HSR Act”)) and the termination or expiration of any applicable waiting period thereunder, and such other consents, approvals, filings or registrations as may be required under any antitrust foreign antitrust, merger control or competition Laws of non-U.S. jurisdictionsLaws, (e) the applications, filings, consents and notices, as applicable, set forth in Section 3.4 of the Company Disclosure Schedule, (fiv) such filings and approvals as are required to be made or obtained under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), and the securities or “Blue Skysky” Laws of various states in connection with the issuance of the shares of Parent Georgia Common Stock in connection with the Merger pursuant to this Agreement (“Parent Share Issuance”) Agreement, and the approval of the listing of such Parent Georgia Common Stock on the NYSE, (gv) such filings, consents and approvals as may be set forth on Section 3.4 of the Wisconsin Disclosure Schedule, (vi) the filings Wisconsin Shareholder Approval, (vii) filings, if any, required in accordance with Part 12 as a result of the United Kingdom’s Financial Services particular status of Georgia or Merger Sub, (viii) such filings or notices required under the rules and Markets Xxx 0000 (“FSMA”) to obtain the approval regulations of the UK Financial Conduct Authority (“FCA”) of the change of control resulting from the transactions contemplated hereby (such approvalNYSE, the “FCA Approval”) and (hix) subject such other consents, approvals, filings or registrations the failure of which to Section 6.1(j)be made or obtained, individually or in the aggregate, are not reasonably likely to have a prospectus (or a document containing information which is regarded by the FCA as being equivalent to that of a prospectus pursuant to the Prospectus Rules), if required, prepared in accordance with the Prospectus Rules under section 73A of FSMA being approved by the FCA (such document, a “Prospectus”)Material Adverse Effect on Wisconsin, no consents or approvals of or filings or registrations with any court or court, administrative agency or commission or other governmental or quasi-governmental authority or instrumentality instrumentality, domestic or multinational foreign, or applicable self-regulatory organization or SRO or supra-national authority (each a “Governmental Entity”) are necessary in connection with (iA) the execution and delivery by the Company Wisconsin of this Agreement or and (iiB) the consummation by the Company Wisconsin of the Merger and the other transactions contemplated hereby. As used in by this Agreement, “SRO” means (A) any “self-regulatory organization” as defined in Section 3(a)(26) of the Exchange Act and (B) any other United States or foreign securities exchange, futures exchange, commodities exchange or contract market.

Consents and Approvals. Except for (a) the filing of applications, filings filings, certificates and notices, as applicable, with the NYSE NASDAQ and the London approval of the listing on the NASDAQ of the shares of Parent Common Stock Exchange (to be issued as the “LSE”)Stock Consideration pursuant to this Agreement, (b) the filing of applications, filings, certificates and notices, as applicable, with the Securities Federal Reserve Board under the BHC Act and Exchange Commission approval or waiver of such applications, filings and notices, (c) the “SEC”) filing of a joint proxy statement relating to the meeting of Parent’s shareholders to be held for the purpose of obtaining the Requisite Parent Vote applications, filings, certificates and the meeting of the Company’s stockholders to be held for the purpose of obtaining the Requisite Company Votenotices, in each caseas applicable, in connection with this Agreement and the transactions contemplated hereby (including any amendments or supplements thereto, the “Joint Proxy Statement”), in definitive form, and of the registration statement on Form S-4 in which the Joint Proxy Statement (a “Joint Statement”), will be included as a prospectus, to be filed with the SEC by Parent OCC in connection with the transactions contemplated by this Agreement Bank Merger, including filing of the notice of consummation with the OCC pursuant to the National Bank Act, and approval of such applications, filings and notices, (d) the “S-4”filing with the SEC of (i) any filings that are necessary under applicable requirements of the Exchange Act and (ii) the S-4 and declaration of effectiveness of the S-4, and such reports and filings under the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as may be required in connection with this Agreement and the transactions contemplated hereunder, (ce) the filing of the Certificate of Merger with the Delaware Secretary pursuant to the DGCL, (d) the filing of any notices or other filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the “HSR Act”), and such other consents, approvals, filings or registrations as may be required under any antitrust or competition Laws of non-U.S. jurisdictions, (e) the applications, filings, consents certificates and notices, as applicable, set forth in Section 3.4 of with the Company Disclosure ScheduleNJ Department, (f) the filing of the First-Step Merger Certificate with the New Jersey Department of Treasury pursuant to the BCA, (g) the filing of the Second-Step Merger Certificates with the Delaware Secretary and the New Jersey Department of Treasury in accordance with the DGCL and the BCA, respectively, (h) the filing of the Bank Merger Certificate and (i) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” Laws laws of various states in connection with the issuance of the shares of Parent Common Stock in connection with the Merger pursuant to this Agreement (“Parent Share Issuance”) and the approval of the listing of such Parent Common Stock on the NYSE, (g) the filings required in accordance with Part 12 of the United Kingdom’s Financial Services and Markets Xxx 0000 (“FSMA”) to obtain the approval of the UK Financial Conduct Authority (“FCA”) of the change of control resulting from the transactions contemplated hereby (such approval, the “FCA Approval”) and (h) subject to Section 6.1(j), a prospectus (or a document containing information which is regarded by the FCA as being equivalent to that of a prospectus pursuant to the Prospectus Rules), if required, prepared in accordance with the Prospectus Rules under section 73A of FSMA being approved by the FCA (such document, a “Prospectus”)Agreement, no consents or approvals of or filings or registrations with any court Governmental Entity or administrative agency or commission or any other governmental or quasi-governmental authority or instrumentality or multinational organization or SRO or supra-national authority (each a “Governmental Entity”) third party are necessary in connection with (iA) the execution and delivery by the Company Parent or Merger Sub of this Agreement or Agreement, (iiB) the consummation by the Company Parent or Merger Sub of the Merger Integrated Mergers and the other transactions contemplated hereby. As used in this Agreement, “SRO” means (AC) any “self-regulatory organization” as defined in Section 3(a)(26) the execution and delivery by Parent Bank of the Exchange Act and Bank Merger Agreement or (BD) any other United States or foreign securities exchange, futures exchange, commodities exchange or contract marketthe consummation by Parent Bank of the Bank Merger.

Consents and Approvals. Except for (a) the filing of any required applications, filings or notices with the Board of Governors of the Federal Reserve System (the “Federal Reserve”), the FDIC, the State of Georgia Department of Banking and Finance, the South Carolina State Board of Financial Institutions, the South Carolina Office of the Commissioner of Banking, the Office of the Comptroller of the Currency (the “OCC”) and approval of or non-objection to such applications, filings and notices, as applicable, with the NYSE and the London Stock Exchange (the “LSE”), (b) compliance with any applicable requirements of the filing with Exchange Act and the Securities and Exchange Commission (the “SEC”) of a joint proxy statement relating to the meeting of Parent’s shareholders to be held for the purpose of obtaining the Requisite Parent Vote and the meeting of the Company’s stockholders to be held for the purpose of obtaining the Requisite Company Vote, in each case, in connection with this Agreement and the transactions contemplated hereby (including any amendments or supplements thereto, the “Joint Proxy Statement”), in definitive form, and of the registration statement on Form S-4 in which the Joint Proxy Statement (a “Joint Statement”), will be included as a prospectus, to be filed with the SEC by Parent in connection with the transactions contemplated by this Agreement (the “S-4”) and declaration of effectiveness of the S-4, and such reports and filings under the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as may be required in connection with this Agreement and the transactions contemplated hereunder, (c) the filing of the Certificate Articles of Merger with the Delaware Secretary of State of the State of Georgia and the Secretary of State of the State of South Carolina pursuant to the DGCLGBCC and the BCA, respectively, (d) the filing of any notices or other filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the “HSR Act”), and such other consents, approvals, filings or registrations as may be required under any antitrust or competition Laws of non-U.S. jurisdictionsBank Merger Certificates, (e) the applications, filings, consents and notices, as applicable, set forth in Section 3.4 of the Company Disclosure Schedule, (f) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” Laws laws of various states in connection with the issuance of the shares of Parent Common Stock in connection with the Merger pursuant to this Agreement and (“Parent Share Issuance”f) and the approval of the listing of such Parent Common Stock on the NYSE, NASDAQ Global Select Market (g) the filings required in accordance with Part 12 of the United Kingdom’s Financial Services and Markets Xxx 0000 (“FSMA”) to obtain the approval of the UK Financial Conduct Authority (“FCA”) of the change of control resulting from the transactions contemplated hereby (such approval, the “FCA Approval”) and (h) subject to Section 6.1(j), a prospectus (or a document containing information which is regarded by the FCA as being equivalent to that of a prospectus pursuant to the Prospectus Rules), if required, prepared in accordance with the Prospectus Rules under section 73A of FSMA being approved by the FCA (such document, a “ProspectusNASDAQ”), no notices to, consents or approvals of or non-objections of, waivers or authorizations by, or applications, filings or registrations with any court foreign, federal, state or local court, administrative agency agency, arbitrator or commission or other governmental or quasigovernmental, prosecutorial, regulatory, self-governmental regulatory authority or instrumentality or multinational organization or SRO or supra-national authority (each each, a “Governmental Entity”) are necessary required to be made or obtained by Company or any of its Subsidiaries in connection with (i) the execution and delivery by the Company of this Agreement or (ii) the consummation by the Company of the Merger and the other transactions contemplated hereby, except for any immaterial consents, approvals, authorizations, filings or registrations. As used The only material third-party consents necessary in this Agreement, “SRO” means connection with (A) any “self-regulatory organization” as defined in Section 3(a)(26) the execution and delivery by Company of the Exchange Act this Agreement and (B) any other United States or foreign securities exchange, futures exchange, commodities exchange or contract marketthe consummation of the transactions contemplated hereby not referenced above are set forth in Section 3.4 of the Disclosure Schedule.

Consents and Approvals. Except for (a) as set forth in Section 4.4(a) of the filing of applications, filings and notices, as applicable, with the NYSE and the London Stock Exchange (the “LSE”)U S WEST Merger Disclosure Schedule, (b) the filing for compliance with the Securities and Exchange Commission (the “SEC”) of a joint proxy statement relating to the meeting of Parent’s shareholders to be held for the purpose of obtaining the Requisite Parent Vote and the meeting of the Company’s stockholders to be held for the purpose of obtaining the Requisite Company Vote, in each case, in connection with this Agreement and the transactions contemplated hereby (including any amendments or supplements thereto, the “Joint Proxy Statement”), in definitive form, and of the registration statement on Form S-4 in which the Joint Proxy Statement (a “Joint Statement”), will be included as a prospectus, to be filed with the SEC by Parent in connection with the transactions contemplated by this Agreement (the “S-4”) and declaration of effectiveness of the S-4, and such reports and filings under the Securities Act of 1933, as amended (the “Securities HSR Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as may be required in connection with this Agreement and the transactions contemplated hereunder, (c) for the receipt of the Orders of the FCC and state regulatory authorities set forth in Section 4.4(b) of the U S WEST Merger Disclosure Schedule (the "FCC/State Orders"), (d) for the filing of the Certificate of Merger with the Delaware Secretary pursuant of State of the State of Delaware, the Articles of Merger with the Secretary of State of the State of Colorado and appropriate documents with the relevant authorities of other states in which either NV or PCS Holdings is qualified to do business, and (e) for such filings in connection with any state or local Tax which is attributable to the DGCLbeneficial ownership of the owned or leased property used in the operation of the Domestic Wireless Business, if any (dcollectively, "Gains Taxes") the filing of any notices or other filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the “HSR Act”items in clauses (a) through (e) being collectively referred to herein as "U S WEST Consents"), and such other consentsno Consents, approvals, licenses, permits, orders or authorizations of, or registrations, declarations, notices or filings with, any Governmental Authority or registrations as may be required under any antitrust or competition Laws of non-U.S. jurisdictions, (e) the applications, filings, consents and notices, as applicable, set forth in Section 3.4 of the Company Disclosure Schedule, (f) such filings and approvals as Third Party are required to be obtained or made by or with respect to U S WEST, Media, NV, PCS Holdings or any of the Domestic Wireless Subsidiaries (or will be required to be obtained under or made by or with respect to the securities NV/PCS Transferee) on or “Blue Sky” Laws of various states prior to the Closing Date in connection with (A) the issuance execution, delivery and performance of this Agreement or any of the shares other Transaction Agreements, the consummation of Parent Common Stock in connection with the Merger pursuant to this Agreement (“Parent Share Issuance”) and the approval of the listing of such Parent Common Stock on the NYSE, (g) the filings required in accordance with Part 12 of the United Kingdom’s Financial Services and Markets Xxx 0000 (“FSMA”) to obtain the approval of the UK Financial Conduct Authority (“FCA”) of the change of control resulting from the transactions contemplated hereby and thereby or the taking by U S WEST, Media, NV or PCS Holdings (such approvalor the NV/PCS Transferee) of any other action contemplated hereby or thereby, (B) the continuing validity and effectiveness of, the “FCA Approval”) and (h) subject to Section 6.1(j), a prospectus (prevention of any material default or a document containing information which is regarded by event of withdrawal or dissolution under or the FCA as being equivalent to that violation of a prospectus pursuant to the Prospectus Rules), if required, prepared in accordance with the Prospectus Rules under section 73A terms of FSMA being approved by the FCA (such document, a “Prospectus”), no consents or approvals of or filings or registrations with any court or administrative agency or commission or other governmental or quasi-governmental authority or instrumentality or multinational organization or SRO or supra-national authority (each a “Governmental Entity”) are necessary in connection with (i) any material License or Material Contract relating to the execution and delivery by operation of NV, PCS Holdings, any Domestic Wireless Subsidiary or, to the Company knowledge of this Agreement U S WEST, any Domestic Wireless Investment or (ii) any partnership, joint venture or similar agreement of NV, PCS Holdings or any Domestic Wireless Subsidiary or Domestic Wireless Investment or (C) the consummation by the Company operation of the Merger Domestic Wireless Business following the Closing as conducted on the date hereof, other than, in the case of clauses (A) and (C), Consents that, if not obtained or made, would not reasonably be expected to have a Material Adverse Effect with respect to the Domestic Wireless Business or materially impair or delay the ability of U S WEST, Media, NV or PCS Holdings (or the NV/PCS Transferee) to perform their respective obligations under this Agreement and the other Transaction Agreements or consummate the transactions contemplated hereby. As used in this Agreement, “SRO” means (A) any “self-regulatory organization” as defined in Section 3(a)(26) of the Exchange Act hereby and (B) any other United States or foreign securities exchange, futures exchange, commodities exchange or contract marketthereby.

Consents and Approvals. Except for (a) Subject to the filing terms and conditions of applicationsthis Agreement, filings each of CME Holdings and noticesCBOT Holdings will use its reasonable best efforts to take, as applicableor cause to be taken, with all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Law to consummate the NYSE Merger and the London Stock other transactions contemplated by this Agreement, including using reasonable best efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VII to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities or Self-Regulatory Organizations and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities or Self-Regulatory Organizations, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity or Self-Regulatory Organization, (iii) the obtaining of all necessary consents, approvals or waivers from third parties, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity or Self-Regulatory Organization vacated or reversed; (v) the taking of all reasonable acts and efforts, from the date of this Agreement to the Effective Time, to cause the Merger to qualify as a reorganization within the meaning of Section 368(a) of the Code; and (vi) the execution or delivery of additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. In furtherance and not in limitation of the foregoing, each of CME Holdings and CBOT Holdings shall (A) make or cause to be made the filings required of such party under the HSR Act, the Commodity Exchange Act and the Foreign Competition Laws with respect to the transactions contemplated by this Agreement as promptly as practicable after the date of this Agreement, (B) comply at the earliest practicable date with any request under the HSR Act for additional information, documents or other materials received by such party from the U.S. Federal Trade Commission (“FTC”), the Antitrust Division of the U.S. Department of Justice (the “LSEAntitrust Division”), ) or by any other Governmental Entity or Self-Regulatory Organization (bincluding under any Foreign Competition Laws) the filing in respect of such filings or such transactions and (C) act in good faith and reasonably cooperate with the Securities and Exchange Commission (the “SEC”) of a joint proxy statement relating to the meeting of Parent’s shareholders to be held for the purpose of obtaining the Requisite Parent Vote and the meeting of the Company’s stockholders to be held for the purpose of obtaining the Requisite Company Vote, in each case, other party in connection with this Agreement any such filings (including, if requested by the other party, to accept all reasonable additions, deletions or changes suggested by the other party in connection therewith) and in connection with resolving any investigation or other inquiry of any such agency or other Governmental Entity or Self-Regulatory Organization under any of the transactions contemplated hereby HSR Act, the Foreign Competition Laws, the Xxxxxxx Act, the Xxxxxxx Act, the Commodity Exchange Act and any other Laws or Orders that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (including any amendments or supplements theretocollectively, the “Joint Proxy StatementAntitrust Laws”)) with respect to any such filing or any such transaction. To the extent not prohibited by applicable Law, in definitive form, and of the registration statement on Form S-4 in which the Joint Proxy Statement (a “Joint Statement”), will be included as a prospectus, CBOT Holdings shall use all commercially reasonable efforts to furnish to CME Holdings all information required for any application or other filing to be filed with the SEC by Parent made pursuant to any applicable Law in connection with the transactions contemplated by this Agreement (Agreement. Each Party shall give each other Party reasonable prior notice of any communication with, and any proposed understanding, undertaking or agreement with, any Governmental Entity or Self-Regulatory Organization regarding any such filings or any such transaction. No Party shall independently participate in any meeting, or engage in any substantive conversation, with any Governmental Entity or Self-Regulatory Organization in respect of any such filings, investigation or other inquiry without giving the “S-4”) and declaration of effectiveness other Party prior notice of the S-4meeting or conversation and, unless prohibited by such Governmental Entity or Self-Regulatory Organization, the opportunity to attend or participate. Each Party shall consult and such reports cooperate with one another in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any Party in connection with proceedings under or relating to the HSR Act, the Foreign Competition Laws or other Antitrust Laws. CME Holdings and CBOT Holdings shall mutually cooperate in coordinating any filings and obtaining any necessary approvals under the Securities HSR Act, the Foreign Competition Laws, Commodity Exchange Act or any other Antitrust Laws, including the timing of 1933the initial filing, which will be made as amended promptly as practicable after the date of this Agreement. (the “Securities Act”b) Subject to Section 6.4(a), or the Securities Exchange Act each of 1934CME Holdings and CBOT Holdings shall use its reasonable best efforts to resolve such objections, as amended (the “Exchange Act”)if any, as may be required in connection asserted by any Governmental Entity or Self-Regulatory Organization with this Agreement and respect to the transactions contemplated hereunderby this Agreement. In connection therewith and subject to Section 6.4(a), if any Proceeding is instituted (cor threatened to be instituted) challenging any transaction contemplated by this Agreement as inconsistent with or violative of any Law, each of CME Holdings and CBOT Holdings shall cooperate with the filing other Party with respect to such objection and use its reasonable best efforts to vigorously contest and resist (by negotiation, litigation or otherwise) any action or proceeding related thereto, including any administrative or judicial action, and to have vacated, lifted, reversed or overturned any Order whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents, delays or restricts consummation of the Certificate transactions contemplated by this Agreement, including by vigorously pursuing all available avenues of Merger with the Delaware Secretary pursuant administrative and judicial appeal. Each of CME Holdings and CBOT Holdings shall use its reasonable best efforts to the DGCL, (d) the filing of any notices or other filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the “HSR Act”), and take such other consents, approvals, filings or registrations action as may be required under any antitrust or competition Laws of non-U.S. jurisdictions, (e) to cause the applications, filings, consents and notices, as applicable, set forth in Section 3.4 expiration of the Company Disclosure Schedule, (f) such filings and approvals as are required to be made or obtained notice periods under the securities HSR Act, the Foreign Competition Laws or any other Antitrust Laws with respect to the transactions contemplated hereby as promptly as possible after the execution of this Agreement. (c) Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall be deemed to require CME Holdings or CBOT Holdings or any of their respective Subsidiaries to agree to or take any action that would result in any Burdensome Condition. For purposes of this Agreement, a “Blue SkyBurdensome Condition” shall mean making proposals, executing or carrying out agreements (including consent decrees) or submitting to Laws (i) providing for the license, sale or other disposition or holding separate (through the establishment of various states in connection with trust or otherwise) of any assets or categories of assets of CME Holdings, CBOT Holdings or their respective Subsidiaries or the issuance holding separate of the shares capital stock of Parent Common Stock a CBOT Holdings Subsidiary or (ii) imposing or seeking to impose any limitation on the ability of CME Holdings, CBOT Holdings or any of their respective Subsidiaries to conduct their respective businesses (including, with respect to, market practices and structure) or own such assets or to acquire, hold or exercise full rights of ownership of the business of CBOT Holdings, the CBOT Holdings Subsidiaries, CME Holdings or the CME Holdings Subsidiaries that, in connection with the Merger pursuant to this Agreement case of (“Parent Share Issuance”i) and (ii), individually or in the approval of the listing of such Parent Common Stock aggregate would reasonably be expected to result in (A) a material adverse effect on the NYSE, (g) the filings required in accordance with Part 12 of the United Kingdom’s Financial Services and Markets Xxx 0000 (“FSMA”) to obtain the approval of the UK Financial Conduct Authority (“FCA”) of the change of control resulting expected benefits from the transactions contemplated hereby (such approval, the “FCA Approval”) and (h) subject to Section 6.1(j), a prospectus (or a document containing information which is regarded by the FCA as being equivalent to that of a prospectus pursuant to the Prospectus Rules), if required, prepared in accordance with the Prospectus Rules under section 73A of FSMA being approved by the FCA (such document, a “Prospectus”), no consents or approvals of or filings or registrations with any court or administrative agency or commission or other governmental or quasi-governmental authority or instrumentality or multinational organization or SRO or supra-national authority (each a “Governmental Entity”) are necessary in connection with (i) the execution and delivery by the Company of this Agreement or (ii) the consummation by the Company of the Merger and the other transactions contemplated hereby. As used in this Agreement, “SRO” means (A) any “self-regulatory organization” as defined in Section 3(a)(26) of the Exchange Act and ; or (B) any other United States a Material Adverse Effect on CME Holdings, CBOT Holdings or foreign securities exchange, futures exchange, commodities exchange or contract marketthe Surviving Entity following the Effective Time.

Consents and Approvals. Except for (a) the filing of applications, filings applications and notices, as applicable, with the NYSE and Board of Governors of the London Stock Exchange Federal Reserve System (the “LSEFederal Reserve Board”)) under the BHC Act, as amended, (b) the filing of any required applications, filings or notices with the Securities FDIC and Exchange Commission any other federal or state banking, insurance or other regulatory or self-regulatory authorities or any courts, administrative agencies or commissions or other governmental authorities or instrumentalities (each a “Governmental Entity”) and approval of such applications, filings and notices (the “SEC”) of a joint proxy statement relating to the meeting of Parent’s shareholders to be held for the purpose of obtaining the Requisite Parent Vote and the meeting of the Company’s stockholders to be held for the purpose of obtaining the Requisite Company Vote, in each case, in connection with this Agreement and the transactions contemplated hereby (including any amendments or supplements thereto, the “Joint Proxy StatementOther Regulatory Approvals”), in definitive form, and (c) the filing with the SEC of the a registration statement on Form S-4 in which (the Joint Proxy Statement (a “Joint StatementForm S-4”), will be included as a prospectus, to be filed with the SEC by Parent in connection with the transactions contemplated by this Agreement (the “S-4”) and declaration of effectiveness of the Form S-4, and such reports and filings under the Securities Act of 1933, as amended ; (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as may be required in connection with this Agreement and the transactions contemplated hereunder, (cd) the filing of the Certificate Certificates of Merger with the Delaware Secretary of State and the North Carolina Secretary of State pursuant to the DGCLDGCL and NCBCA, (de) the filing of any notices or other filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the “HSR Act”)Bank Merger Certificates, and such other (f) any consents, authorizations, approvals, filings or registrations as may be exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment advisers or transfer agents, and federal commodities laws relating to the regulation of futures commission merchants and the rules and regulations thereunder and of any applicable industry self-regulatory organization (“SRO”), and the rules and regulations of the NASDAQ Global Select Market (“NASDAQ”), the New York Stock Exchange, or that are required under any antitrust or competition Laws of non-U.S. jurisdictionsconsumer finance, mortgage banking and other similar laws, if any, (eg) notices or filings under the applicationsHSR Act, filingsif any, consents and notices, as applicable, set forth in Section 3.4 of the Company Disclosure Schedule, (fh) such filings and approvals as are required to be made or obtained under the securities or “Blue Skyblue sky” Laws laws of various states in connection with the issuance of the shares of Parent Yadkin Common Stock in connection with the Merger pursuant to this Agreement (“Parent Share Issuance”) and the approval of the listing of all such Parent Common Stock on the NYSE, (g) the filings required approvals in accordance with Part 12 of the United Kingdom’s Financial Services and Markets Xxx 0000 (“FSMA”) to obtain the approval of the UK Financial Conduct Authority (“FCA”) of the change of control resulting from the transactions contemplated hereby (such approvalthis Section 3.4, the “FCA Approval”) and (h) subject to Section 6.1(j), a prospectus (or a document containing information which is regarded by the FCA as being equivalent to that of a prospectus pursuant to the Prospectus Rules), if required, prepared in accordance with the Prospectus Rules under section 73A of FSMA being approved by the FCA (such document, a “ProspectusYadkin Requisite Regulatory Approvals”), no consents or approvals of or filings or registrations with any court or administrative agency or commission or other governmental or quasi-governmental authority or instrumentality or multinational organization or SRO or supra-national authority (each a “Governmental Entity”) Entity are necessary in connection with (i) the consummation by Yadkin of the Mergers and the other transactions contemplated by this Agreement. No consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with the execution and delivery by the Company Yadkin of this Agreement or (ii) the consummation by the Company of the Merger and the other transactions contemplated hereby. As used in this Agreement, “SRO” means (A) any “self-regulatory organization” as defined in Section 3(a)(26) of the Exchange Act and (B) any other United States or foreign securities exchange, futures exchange, commodities exchange or contract market.

Consents and Approvals. Except for (ai) the filing of applications, filings applications and notices, as applicable, with the NYSE and Board of Governors of the London Stock Exchange Federal Reserve System (the “LSEFederal Reserve Board”) under the BHC Act and approval of such applications and notices, (ii) the filing of any required applications, filings or notices with the FDIC, the GDBF and any other federal or state banking, insurance or other regulatory or self-regulatory authorities or any courts, administrative agencies or commissions or other governmental authorities or instrumentalities (each a “Governmental Entity”) and approval of such applications, filings and notices (the “Other Regulatory Approvals”), (biii) the filing with the Securities and Exchange Commission (the “SEC”) of a joint proxy statement Proxy Statement in definitive form relating to the meeting of ParentGBC’s shareholders to be held for the purpose of obtaining the Requisite Parent Vote and the meeting of the Company’s stockholders to be held for the purpose of obtaining the Requisite Company Vote, in each case, in connection with this Agreement and the transactions contemplated hereby by this Agreement (including any amendments or supplements thereto, the “Joint Proxy Statement”), in definitive form, ) and of the a registration statement on Form S-4 (the “Form S-4”) in which the Joint Proxy Statement (a “Joint Statement”), will be included as a prospectus, to be filed with the SEC by Parent in connection with the transactions contemplated by this Agreement (the “S-4”) and declaration of effectiveness of the S-4, Form S-4 and such reports the filing and filings under effectiveness of the Securities Act of 1933, as amended (the “Securities Act”registration statement contemplated by Section 1.5(e), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as may be required in connection with this Agreement and the transactions contemplated hereunder, (civ) the filing of the Certificate Articles of Merger with the Delaware Secretary of State of the State of North Carolina pursuant to the DGCLNCBCA and with the Secretary of State of the State of Georgia pursuant to the GBCC, (dv) the filing of any notices or other filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the “HSR Act”)consents, and such other consentsauthorizations, approvals, filings or registrations as may be exemptions in connection with compliance with the rules and regulations of the Nasdaq National Market, or that are required under any antitrust or competition Laws of non-U.S. jurisdictionsconsumer finance, mortgage banking and other similar laws, and (e) the applications, filings, consents and notices, as applicable, set forth in Section 3.4 of the Company Disclosure Schedule, (fvi) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” Laws laws of various states in connection with the issuance of the shares of Parent First Charter Common Stock in connection with the Merger pursuant to this Agreement (“Parent Share Issuance”) and the approval of the listing of such Parent First Charter Common Stock on the NYSE, (g) the filings required in accordance with Part 12 of the United Kingdom’s Financial Services and Markets Xxx 0000 (“FSMA”) to obtain the approval of the UK Financial Conduct Authority (“FCA”) of the change of control resulting from the transactions contemplated hereby (such approval, the “FCA Approval”) and (h) subject to Section 6.1(j), a prospectus (or a document containing information which is regarded by the FCA as being equivalent to that of a prospectus pursuant to the Prospectus Rules), if required, prepared in accordance with the Prospectus Rules under section 73A of FSMA being approved by the FCA (such document, a “Prospectus”)Nasdaq National Market, no consents or approvals of or filings or registrations with any court or administrative agency or commission or other governmental or quasi-governmental authority or instrumentality or multinational organization or SRO or supra-national authority (each a “Governmental Entity”) Entity are necessary in connection with (i) the execution and delivery by the Company of this Agreement or (ii) the consummation by the Company GBC of the Merger and the other transactions contemplated hereby. As used in by this Agreement, “SRO” means (A) . No consents or approvals of or filings or registrations with any “self-regulatory organization” as defined Governmental Entity are necessary in Section 3(a)(26) connection with the execution and delivery by GBC of the Exchange Act and (B) any other United States or foreign securities exchange, futures exchange, commodities exchange or contract marketthis Agreement.

Consents and Approvals. Except for (a) any application, filing, or submission required to be made and any consent, approval, authorization, or authority required to be made or obtained under Title 49 of the filing United States Code or under any regulation, rule, order, notice, or policy of applications, filings and notices, as applicable, with the NYSE and the London Stock Exchange U.S. Federal Aviation Administration (the “LSEFAA”), the U.S. Department of Transportation (the “DOT”), the Federal Communications Commission (the “FCC”), and the U.S. Department of Homeland Security (the “DHS”), including the U.S. Transportation Security Administration (the “TSA”), (b) the filing with the Securities and Exchange Commission (the “SEC”) of a joint proxy statement Proxy Statement in definitive form relating to the meeting of Parent’s shareholders to be held for the purpose of obtaining the Requisite Parent Vote and the meeting of the Company’s stockholders to be held for the purpose of obtaining the Requisite Company Vote, in each case, in connection with this Agreement and the transactions contemplated hereby AirTran Stockholders Meeting (including any amendments or supplements thereto, the “Joint Proxy Statement”), in definitive form, ) and of the a registration statement on Form S-4 S-4, in which the Joint Proxy Statement will be included (a the “Joint StatementForm S-4”), will be included as a prospectus, to be filed with the SEC by Parent in connection with the transactions contemplated by this Agreement (the “S-4”) and declaration of effectiveness of the Form S-4, and the filing with the SEC of such reports under, and filings under such other compliance with, the Securities Exchange Act of 1934 (the “Exchange Act”), the Securities Act of 1933, as amended 1933 (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as may be required in connection with this Agreement and the transactions contemplated hereunderrules and regulations thereunder, (c) the filing of the Certificate Articles of Merger with the Delaware Nevada Secretary of State pursuant to the DGCLNRS, (d) the filing of any notices or other filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 1976, as amended (the “HSR Act”), and such other consents, approvals, filings or registrations as may be required under any antitrust or competition Laws of non-U.S. jurisdictions, (e) the applications, filings, consents and notices, as applicable, set forth in Section 3.4 of the Company Disclosure Schedule, (f) such filings and approvals as are required to be made or obtained under the applicable state securities or “Blue Skyblue sky” Laws of various states in connection with the issuance by Southwest of the shares of Parent Southwest Common Stock in connection with the Merger issuable pursuant to this Agreement ARTICLE II, (“Parent Share Issuance”f) any filings required under the rules and the approval regulations of the listing of such Parent Common Stock on the NYSE, (g) notices and supplemental indentures under the filings required AirTran Notes or the AirTran Indentures, (h) consents and approvals listed in accordance with Part 12 Section 3.4 of the United Kingdom’s Financial Services AirTran Disclosure Letter, and Markets Xxx 0000 (“FSMA”i) such other consents, approvals, Orders, authorizations, registrations, declarations, transfers, waivers, disclaimers, and filings the failure of which to obtain be obtained or made would not result in a AirTran Material Adverse Effect or be reasonably likely, individually or in the approval aggregate, to prevent, materially delay, or materially impair the ability of the UK Financial Conduct Authority (“FCA”) of the change of control resulting from AirTran to perform its obligations under this Agreement or to consummate the transactions contemplated hereby (such approval, the “FCA Approval”) and (h) subject to Section 6.1(j), a prospectus (or a document containing information which is regarded by the FCA as being equivalent to that of a prospectus pursuant to the Prospectus Rules), if required, prepared in accordance with the Prospectus Rules under section 73A of FSMA being approved by the FCA (such document, a “Prospectus”)this Agreement, no consents or consents, approvals of or filings of, filings, or registrations with with, or Orders, authorizations, or authority of any court or administrative agency or commission or other governmental or quasi-governmental authority or instrumentality or multinational organization or SRO or supra-national authority (each a “Governmental Entity”) Authority are necessary in connection with (i) the execution and delivery by the Company AirTran of this Agreement or Agreement, (ii) the consummation by the Company of the Merger and the other transactions contemplated hereby. As used in by this AgreementAgreement by AirTran, “SRO” means and (Aiii) any “self-regulatory organization” as defined in Section 3(a)(26) the performance by AirTran of the Exchange Act and (B) any other United States or foreign securities exchange, futures exchange, commodities exchange or contract marketobligations hereunder.

Consents and Approvals. Except for (ai) the filing of any required applications, filings or notices with the Board of Governors of the Federal Reserve System (the “Federal Reserve”) or any other federal or state banking authority (each a “Governmental Entity”) and approval of or non-objection to such applications, filings and notices, as applicable, with the NYSE and the London Stock Exchange notices (the “LSERegulatory Approvals”), (bii) the filing with the Securities and Exchange Commission (the “SEC”) of a joint proxy statement in definitive form relating to the meeting of Parent’s Xxxxxx’x shareholders to be held for the purpose of obtaining the Requisite Parent Vote and the meeting of the Company’s stockholders to be held for the purpose of obtaining the Requisite Company Vote, in each case, in connection with this Agreement and the transactions contemplated hereby by this Agreement (including any amendments or supplements thereto, the “Joint Proxy Statement”), in definitive form, ) and of the a registration statement on Form S-4 (or such other applicable form) (the “Registration Statement”) in which the Joint Proxy Statement (a “Joint Statement”), will be included as a prospectus, to be filed with the SEC by Parent in connection with the transactions contemplated by this Agreement (the “S-4”) and declaration of effectiveness of the S-4, Registration Statement and such reports the filing and filings under effectiveness of the Securities Act of 1933, as amended (the “Securities Act”registration statement contemplated by Section 6.1(a), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as may be required in connection with this Agreement and the transactions contemplated hereunder, (ciii) the filing of the Delaware Certificate of Merger with the Delaware Secretary pursuant to and the DGCLBank Merger Certificates, (div) the filing of any notices or other filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 1976, as amended (the “HSR Act”), ) and such other consents, approvals, filings or registrations as may be required under any antitrust or competition Laws of non-U.S. jurisdictions, (e) the applications, filings, consents and notices, as applicable, set forth in Section 3.4 of the Company Disclosure Schedule, (fv) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” Laws laws of various states in connection with the issuance of the shares of Parent M&T Common Stock in connection with the Merger pursuant to this Agreement (“Parent Share Issuance”) and the approval of the listing of such Parent M&T Common Stock on the NYSE, (g) the filings required in accordance with Part 12 of the United Kingdom’s Financial Services and Markets Xxx 0000 (“FSMA”) to obtain the approval of the UK Financial Conduct Authority (“FCA”) of the change of control resulting from the transactions contemplated hereby (such approval, the “FCA Approval”) and (h) subject to Section 6.1(j), a prospectus (or a document containing information which is regarded by the FCA as being equivalent to that of a prospectus pursuant to the Prospectus Rules), if required, prepared in accordance with the Prospectus Rules under section 73A of FSMA being approved by the FCA (such document, a “Prospectus”), no consents or approvals of or filings or registrations with any court or administrative agency or commission or other governmental or quasi-governmental authority or instrumentality or multinational organization or SRO or supra-national authority (each a “Governmental Entity”) Entity are necessary in connection with (i) the execution and delivery by the Company of this Agreement or (ii) the consummation by the Company Xxxxxx of the Merger and the other transactions contemplated herebyhereby (including the Bank Merger). As used in this Agreement, “SRO” means (A) any “self-regulatory organization” as defined in Section 3(a)(26) of the Exchange Act date hereof, Xxxxxx is not aware of any reason why the necessary regulatory approvals and (B) any other United States or foreign securities exchange, futures exchange, commodities exchange or contract marketconsents will not be received in order to permit consummation of the Merger on a timely basis.

Consents and Approvals. Except for (a) filings with Bank Regulators, the filing receipt of applicationsthe Regulatory Approvals, filings and notices, as applicable, compliance with the NYSE and the London Stock Exchange (the “LSE”)any conditions contained therein, (b) the filing with the Securities SEC of (i) the Merger Registration Statement, including the Proxy Statement-Prospectus and Exchange Commission (the “SEC”) of a joint proxy statement relating to the meeting of Parent’s shareholders to be held for the purpose of obtaining the Requisite Parent Vote and the meeting any filings that are necessary under applicable requirements of the Company’s stockholders to be held for the purpose of obtaining the Requisite Company VoteExchange Act, in each case, in connection with this Agreement and the transactions contemplated hereby (including any amendments or supplements thereto, the “Joint Proxy Statement”), in definitive form, and of the registration statement on Form S-4 in which the Joint Proxy Statement (a “Joint Statement”), will be included as a prospectus, to be filed with the SEC by Parent in connection with the transactions contemplated by this Agreement (the “S-4”) and declaration of effectiveness of the S-4Merger Registration Statement, and (ii) such reports and filings under the Securities Act of 1933, as amended (the “Securities Act”Sections 13(a), or 13(d), 13(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as may be required in connection with this Agreement and the transactions contemplated hereunderhereby and the obtaining from the SEC of such orders as may be required in connection therewith, (c) the filing approval of the Certificate listing of PFS Common Stock to be issued in the Merger with on the Delaware Secretary pursuant to the DGCLNYSE, (d) the filing of any notices or other filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the “HSR Act”), and such other consents, approvals, filings or registrations as may be required under any antitrust or competition Laws of non-U.S. jurisdictions, (e) the applications, filings, consents and notices, as applicable, set forth in Section 3.4 of the Company Disclosure Schedule, (f) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” Laws laws of various states in connection with the issuance of the shares of Parent PFS Common Stock in connection with the Merger pursuant to this Agreement Agreement, (“Parent Share Issuance”e) the filing of the Bank Merger Certificate and the (f) approval of this Agreement by the listing of such Parent Common Stock on the NYSE, (g) the filings required in accordance with Part 12 requisite vote of the United Kingdom’s Financial Services and Markets Xxx 0000 (“FSMA”) to obtain the approval shareholders of the UK Financial Conduct Authority (“FCA”) of the change of control resulting from the transactions contemplated hereby (such approval, the “FCA Approval”) and (h) subject to Section 6.1(j), a prospectus (or a document containing information which is regarded by the FCA as being equivalent to that of a prospectus pursuant to the Prospectus Rules), if required, prepared in accordance with the Prospectus Rules under section 73A of FSMA being approved by the FCA (such document, a “Prospectus”)SBBX, no consents consents, waivers or approvals of of, or filings or registrations with with, any court Governmental Entity are necessary, and, to PFS’s Knowledge, no consents, waivers or administrative agency approvals of, or commission filings or registrations with, any other governmental or quasi-governmental authority or instrumentality or multinational organization or SRO or supra-national authority (each a “Governmental Entity”) third parties are necessary necessary, in connection with (ix) the execution and delivery by the Company of this Agreement or by PFS, and (iiy) the consummation by the Company completion of the Merger and the Bank Merger. No vote of the shareholders of PFS is required by law, the Certificate of Incorporation and Bylaws of PFS, NYSE listing standards or otherwise to approve this Agreement, the Merger or the other transactions contemplated hereby. As used in by this Agreement, “SRO” means (A) any “self-regulatory organization” as defined in Section 3(a)(26) of the Exchange Act and (B) any other United States or foreign securities exchange, futures exchange, commodities exchange or contract market.

Consents and Approvals. Except for (a) any application, filing, or submission required to be made and any consent, approval, authorization, or authority required to be made or obtained under Title 49 of the filing United States Code or under any regulation, rule, order, notice, or policy of applicationsthe FAA, filings and noticesthe DOT, as applicablethe FCC, with the NYSE and the London Stock Exchange (DHS, including the “LSE”)TSA, (b) the filing with the Securities and Exchange Commission (SEC of the “SEC”) of a joint proxy statement relating to the meeting of Parent’s shareholders to be held for the purpose of obtaining the Requisite Parent Vote Proxy Statement and the meeting of the Company’s stockholders to be held for the purpose of obtaining the Requisite Company VoteForm S-4, in each case, in connection with this Agreement and the transactions contemplated hereby (including any amendments or supplements thereto, the “Joint Proxy Statement”), in definitive form, and of the registration statement on Form S-4 in which the Joint Proxy Statement (a “Joint Statement”), will be included as a prospectusincluded, to be filed with the SEC by Parent in connection with the transactions contemplated by this Agreement (the “S-4”) and declaration of effectiveness of the Form S-4, and the filing with the SEC of such reports under, and filings under such other compliance with, the Exchange Act, the Securities Act of 1933Act, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as may be required in connection with this Agreement and the transactions contemplated hereunderrules and regulations thereunder, (c) the filing of the Certificate Articles of Merger with the Delaware Nevada Secretary of State pursuant to the DGCLNRS and with the relevant authorities in other jurisdictions in which Southwest is qualified to do business, (d) the filing of any notices or other filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the “HSR Act”), and such other consents, approvals, filings or registrations as may be required under any antitrust or competition Laws of non-U.S. jurisdictions, (e) the applications, filings, consents and notices, as applicable, set forth in Section 3.4 of the Company Disclosure Schedule, (f) such filings and approvals as are required to be made or obtained under the applicable state securities or “Blue Skyblue sky” Laws of various states in connection with the issuance by Southwest of the shares of Parent Southwest Common Stock in connection with the Merger issuable pursuant to this Agreement ARTICLE II, (“Parent Share Issuance”f) any filings required under the rules and the approval regulations of the listing of such Parent Common Stock on the NYSE, (g) the filings required consents and approvals listed in accordance with Part 12 Section 4.4 of the United Kingdom’s Financial Services and Markets Xxx 0000 (“FSMA”) to obtain the approval of the UK Financial Conduct Authority (“FCA”) of the change of control resulting from the transactions contemplated hereby (such approvalSouthwest Disclosure Letter, the “FCA Approval”) and (h) subject such other consents, approvals, Orders, authorizations, registrations, declarations, transfers, waivers, disclaimers, and filings the failure of which to Section 6.1(j)be obtained or made would not result in a Southwest Material Adverse Effect or be reasonably likely, a prospectus (individually or a document containing information which is regarded in the aggregate, to prevent, materially delay, or materially impair the ability of Southwest or Merger Sub to perform its obligations under this Agreement or to consummate the transactions contemplated by the FCA as being equivalent to that of a prospectus pursuant to the Prospectus Rules), if required, prepared in accordance with the Prospectus Rules under section 73A of FSMA being approved by the FCA (such document, a “Prospectus”)this Agreement, no consents or consents, approvals of or of, filings or registrations with with, or Orders, authorizations, or authority of any court or administrative agency or commission or other governmental or quasi-governmental authority or instrumentality or multinational organization or SRO or supra-national authority (each a “Governmental Entity”) Authority are necessary in connection with (i) the execution and delivery by the Company Southwest and Merger Sub of this Agreement or Agreement, (ii) the consummation by the Company of the Merger and the other transactions contemplated hereby. As used in by this AgreementAgreement by Southwest and Merger Sub, “SRO” means (A) any “self-regulatory organization” as defined in Section 3(a)(26) of the Exchange Act and (Biii) any other United States or foreign securities exchange, futures exchange, commodities exchange or contract marketthe performance by Southwest and Merger Sub of their obligations hereunder.

Consents and Approvals. Except for (ai) the filing of applications, filings any required applications or notices with governmental agencies or authorities as set forth in Schedule 3.4 of the Company Disclosure Schedule and notices, as applicable, with the NYSE approval of such applications and the London Stock Exchange notices (the “LSE”"REGULATORY APPROVALS"), (bii) the filing with the Securities and Exchange Commission SEC of the Form S-4 (as defined in Section 6.1(a)) containing the “SEC”Proxy Statement/Prospectus (as defined in Section 6.1(a)), (iii) the filing of a joint proxy statement relating the Articles of Merger with the Secretary of State of the State of Minnesota pursuant to the meeting MBCA, (iv) the expiration of Parent’s shareholders to be held for the purpose of obtaining the Requisite Parent Vote and the meeting of the Company’s stockholders to be held for the purpose of obtaining the Requisite Company Vote, in each case, in connection with this Agreement and the transactions contemplated hereby (including any amendments or supplements thereto, the “Joint Proxy Statement”), in definitive form, and of the registration statement on Form S-4 in which the Joint Proxy Statement (a “Joint Statement”), will be included as a prospectus, to be filed with the SEC by Parent in connection with the transactions contemplated by this Agreement (the “S-4”) and declaration of effectiveness of the S-4, and such reports and filings applicable waiting period under the Securities Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 19331976, as amended (the “Securities Act”"HSR ACT"), or (v) the Company Shareholder Approval, (vi) the filing with the SEC of such reports under the Securities Exchange Act of 1934, as amended (the “Exchange Act”"EXCHANGE ACT"), as may be required in connection with the execution and delivery of this Agreement and the transactions contemplated hereunder, hereby and (cvii) the filing of the Certificate of Merger with the Delaware Secretary pursuant to the DGCL, (d) the filing of any notices or other filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the “HSR Act”), and such other consents, approvals, filings or and registrations as may be required under any antitrust or competition Laws of non-U.S. jurisdictions, (e) the applications, filings, consents and notices, as applicable, set forth in Section 3.4 of the Company Disclosure Schedule, (f) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” Laws of various states in connection with the issuance of the shares of Parent Common Stock in connection with the Merger pursuant to this Agreement (“Parent Share Issuance”) and the approval of the listing of such Parent Common Stock on the NYSE, (g) the filings required in accordance with Part 12 of the United Kingdom’s Financial Services and Markets Xxx 0000 (“FSMA”) failure to obtain which would not, individually or in the approval of the UK Financial Conduct Authority (“FCA”) of the change of control resulting from the transactions contemplated hereby (such approvalaggregate, the “FCA Approval”) and (h) subject reasonably be expected to Section 6.1(j), result in a prospectus (or a document containing information which is regarded by the FCA as being equivalent to that of a prospectus pursuant to the Prospectus Rules), if required, prepared in accordance with the Prospectus Rules under section 73A of FSMA being approved by the FCA (such document, a “Prospectus”)Material Adverse Effect on Company, no consents or approvals of or filings or registrations with any court or court, administrative agency or commission or other governmental or quasi-governmental regulatory authority or instrumentality or multinational organization or SRO or supra-national authority (each a “Governmental Entity”) "GOVERNMENTAL ENTITY"), are necessary in connection with (i) the execution and delivery by the Company of this Agreement or (ii) the Receivables Agreements or the consummation by the Company of the Merger and the other transactions contemplated herebyhereby or thereby. As used in Company has no reason to believe that any regulatory approvals or consents required to consummate the transactions contemplated by this Agreement, “SRO” means Agreement (Athe "REQUISITE REGULATORY APPROVALS") any “self-regulatory organization” as defined in Section 3(a)(26) of the Exchange Act and (B) any other United States or foreign securities exchange, futures exchange, commodities exchange or contract marketwill not be obtained on a timely basis.

Consents and Approvals. Except for (a) The execution and delivery by the filing Company of applicationsthis Agreement do not, filings and notices, as applicable, with the NYSE and the London Stock Exchange (performance by the “LSE”), (b) the filing with the Securities and Exchange Commission (the “SEC”) Company of a joint proxy statement relating to the meeting of Parent’s shareholders to be held for the purpose of obtaining the Requisite Parent Vote its obligations hereunder and the meeting consummation by the Company of the Company’s stockholders to be held for the purpose of obtaining the Requisite Company Vote, in each case, in connection with this Agreement Merger and the transactions contemplated hereby (including will not, require any amendments Governmental Consent or supplements thereto, the “Joint Proxy Statement”)any Governmental Filing, in definitive form, and each case on the part of or with respect to the Company or any Subsidiary of the registration statement on Form S-4 in which Company, except for (i) the Joint Proxy Statement (a “Joint Statement”), will be included as a prospectus, to be filed with the SEC by Parent in connection with the transactions contemplated by this Agreement (the “S-4”) and declaration of effectiveness approval of the S-4, and such reports and filings under the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as may be required Company's stockholders specified in connection with this Agreement and the transactions contemplated hereunderSection 3.1, (cii) the filing of the Certificate of Merger with the Delaware Secretary pursuant of State and appropriate documents with the relevant authorities of other states in which the Company is qualified to the DGCLdo business, (diii) the filing Governmental Consents and Governmental Filings with foreign, state and local governmental authorities set forth in Section 4.5 of any notices or other filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 Company Disclosure Schedule (the “HSR Act”"Local Approvals"), (iv) such Governmental Consents and such other consents, approvals, filings or registrations Governmental Filings as may be required under any antitrust or competition Laws of non-U.S. jurisdictions, (e) the applications, filings, consents and notices, as applicable, set forth in Section 3.4 of the Company Disclosure Schedule, (f) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” Laws of various states in connection with the issuance of the shares Merger Consideration as contemplated hereby pursuant to state securities and blue sky laws, (v) the Governmental Filings required to be made pursuant to the pre-merger notification requirements of Parent Common Stock in connection the Xxxx-Xxxxx Act, (vi) the filing with the Merger pursuant to this Agreement Commission of (“Parent Share Issuance”A) the preliminary proxy statement and the approval of the listing of such Parent Common Stock on the NYSE, (g) the filings required in accordance with Part 12 of the United Kingdom’s Financial Services and Markets Xxx 0000 (“FSMA”) to obtain the approval of the UK Financial Conduct Authority (“FCA”) of the change of control resulting from the transactions definitive Proxy Statement as contemplated hereby (such approval, the “FCA Approval”by Section 3.2(a) and (hB) subject to such reports under Section 6.1(j13(a), a prospectus (or a document containing information which is regarded by the FCA as being equivalent to that of a prospectus pursuant to the Prospectus Rules13(d), if required, prepared in accordance with the Prospectus Rules under section 73A of FSMA being approved by the FCA (such document, a “Prospectus”), no consents 15(d) or approvals of or filings or registrations with any court or administrative agency or commission or other governmental or quasi-governmental authority or instrumentality or multinational organization or SRO or supra-national authority (each a “Governmental Entity”) are necessary in connection with (i) the execution and delivery by the Company of this Agreement or (ii) the consummation by the Company of the Merger and the other transactions contemplated hereby. As used in this Agreement, “SRO” means (A) any “self-regulatory organization” as defined in Section 3(a)(261(a) of the Exchange Act as may be required in connection with this Agreement, the Voting Agreements or the transactions contemplated hereby or thereby, (vii) such other Governmental Consents and Governmental Filings the absence or omission of which will not, either individually or in the aggregate, have a Material Adverse Effect and (Bviii) any other United States or foreign securities exchangethe Governmental Consent of the Federal Communications Commission (the "FCC"), futures exchange, commodities exchange or contract marketas specified in Section 4.15.

Consents and Approvals. Except for (ai) the filing approval of applicationsthe listing on the NYSE, filings subject to official notice of issuance, of the shares of Acquiror Common Stock to be issued in the Merger and notices, as applicable, to be reserved for issuance upon exercise or settlement of Acquiror Options and Converted Awards issued in substitution for Company Options and Company Stock-Based Awards in accordance with the NYSE Sections 2.4(a) and the London Stock Exchange (the “LSE”2.4(b), (bii) the filing with the Securities and Exchange Commission (the “SEC”) of a joint proxy statement in definitive form relating to the meeting of Parent’s shareholders the stockholders of the Company to be held for to vote on the purpose adoption of obtaining this Agreement (the Requisite Parent Vote “Proxy Statement/Prospectus”) and the meeting filing and declaration of the Company’s stockholders to be held for the purpose of obtaining the Requisite Company Vote, in each case, in connection with this Agreement and the transactions contemplated hereby (including any amendments or supplements thereto, the “Joint Proxy Statement”), in definitive form, and effectiveness of the registration statement on Form S-4 (the “Form S-4”) in which the Joint Proxy Statement (a “Joint Statement”), /Prospectus will be included as a prospectus, prospectus and any filings or approvals under applicable state securities laws with respect to be filed with the SEC by Parent issuance of Acquiror Common Stock in connection with the transactions contemplated by this Agreement (the “S-4”) and declaration of effectiveness of the S-4, and such reports and filings under the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as may be required in connection with this Agreement and the transactions contemplated hereunderMerger, (ciii) the filing of the Certificate of Merger with the Delaware Secretary pursuant to of State of the DGCLState of Delaware, (div) the filing adoption of this Agreement by the Required Company Vote, (v) any notices or other filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 1976, as amended (the “HSR Act”), and such other the expiration or termination of any applicable waiting periods thereunder, (vi) the filings, approvals and consents required pursuant to applicable antitrust or competition laws of foreign Governmental Entities as set forth in Section 4.4(vi) of the Company Disclosure Letter, (vii) the consents, authorizations, approvals, filings or registrations as may be required under exemptions pursuant to the applicable provisions of federal, state or foreign securities Laws, commodities futures Laws or the rules or regulations of any antitrust or competition Laws applicable self-regulatory organization, in any such case relating to the regulation of nonbroker-U.S. jurisdictionsdealers, (e) the applicationscommodities futures merchants, filings, consents investment companies and notices, as applicable, investment advisors and set forth in Section 3.4 4.4(vii) of the Company Disclosure ScheduleLetter, (fviii) such filings the consents and approvals as are required to be made or obtained under the securities or “Blue Sky” Laws of various states set forth in connection with the issuance of the shares of Parent Common Stock in connection with the Merger pursuant to this Agreement (“Parent Share Issuance”) and the approval of the listing of such Parent Common Stock on the NYSE, (g) the filings required in accordance with Part 12 of the United Kingdom’s Financial Services and Markets Xxx 0000 (“FSMA”) to obtain the approval of the UK Financial Conduct Authority (“FCA”Section 4.4(viii) of the change Company Disclosure Letter, and (ix) the consents, authorizations, approvals, filings and registrations of control resulting from the transactions contemplated hereby (such approvalthird parties which are not Governmental Entities, the “FCA Approval”) and (h) subject failure of which to Section 6.1(j)obtain or make would not be reasonably expected to have, individually or in the aggregate, a prospectus (Material Adverse Effect on the Company or a document containing information which is regarded by the FCA as being equivalent to that of a prospectus pursuant to the Prospectus Rules), if required, prepared in accordance with the Prospectus Rules under section 73A of FSMA being approved by the FCA (such document, a “Prospectus”)Acquiror, no consents or approvals of of, or filings or registrations with with, any court or court, administrative agency or commission or other governmental or quasi-governmental regulatory authority or instrumentality or multinational self-regulatory organization or SRO or supra-national authority (each each, a “Governmental Entity”) or of or with any other third party by and on behalf of the Company or any of its Subsidiaries (or by or on behalf of any acquiror of the Company) are necessary in connection with (iA) the execution and delivery by the Company of this Agreement or and the Voting Agreement and (iiB) the consummation by the Company of the Merger and the other transactions contemplated hereby. As used in by this Agreement and the Voting Agreement, “SRO” means (A) any “self-regulatory organization” as defined in Section 3(a)(26) of the Exchange Act and (B) any other United States or foreign securities exchange, futures exchange, commodities exchange or contract market.

Consents and Approvals. Except for (a) Neither the filing execution and delivery of applicationsthis Agreement nor the consummation of the Transactions by the Company and Newco will require any License from, filings and notices, as applicable, with the NYSE and the London Stock Exchange (the “LSE”), (b) the or filing with the Securities and Exchange Commission or notification to, any governmental or regulatory authority, except (the “SEC”i) of a joint proxy statement relating to the meeting of Parent’s shareholders to be held for the purpose of obtaining the Requisite Parent Vote and the meeting of the Company’s stockholders to be held for the purpose of obtaining the Requisite Company Vote, in each case, in connection with this Agreement and the transactions contemplated hereby (including any amendments or supplements thereto, the “Joint Proxy Statement”), in definitive form, and of the registration statement on Form S-4 in which the Joint Proxy Statement (a “Joint Statement”), will be included as a prospectus, to be filed with the SEC by Parent in connection with the transactions contemplated by this Agreement (the “S-4”) and declaration of effectiveness of the S-4, and such reports and filings required under the Securities Act of 1933, as amended amended, and the rules and regulations promulgated thereunder (the “"Securities Act”"), or (ii) for filings required under the Securities Exchange Act of 1934, as amended amended, and the rules and regulations promulgated thereunder (the “"Exchange Act”"), as may be required in connection with this Agreement and the transactions contemplated hereunder(iii) for filings under state securities or "blue sky" laws, (civ) for filings and approvals required by the rules and regulations of the NYSE, (v) for notification pursuant to, and expiration or termination of the waiting period under, the Hart- Scott-Rodino Antitrust Improvements Act of 1976, xx xxxxxxx, xxx xxe rules and regulations promulgated thereunder (the "HSR Act"), (vi) for the filing of the Certificate of Merger with the Delaware Secretary pursuant to the DGCLas set forth in Article I hereof, (dvii) for the filing of any notices the Company Charter Amendment and the Newco Charter Amendment with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in which the Company and Newco and their respective Subsidiaries are qualified to do business, (viii) for consents or other filings under waivers from the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act relevant governmental entities necessary to transfer ownership of 1976 Broadcasting's Federal Communications Commission (the “HSR Act”)"FCC") Licenses to Acquiror, and (ix) where the failure to obtain such other consentsLicenses, approvals, or to make such filings or registrations as may be required under any antitrust or competition Laws of non-U.S. jurisdictionsnotifications, (e) the applications, filings, consents and notices, as applicable, set forth in Section 3.4 of would not prevent the Company Disclosure Schedule, (f) such filings and approvals as are required to be made or obtained Newco from performing its respective obligations under the securities or “Blue Sky” Laws of various states in connection with the issuance of the shares of Parent Common Stock in connection with the Merger pursuant to this Agreement (“Parent Share Issuance”) and the approval of the listing of such Parent Common Stock without having a Material Adverse Effect on Broadcasting or on the NYSERetained Business taken as a whole or materially interfere with or delay the Transactions; PROVIDED, (g) HOWEVER, that no representation or warranty is made with respect to the filings required in accordance with Part 12 of the United Kingdom’s Financial Services and Markets Xxx 0000 (“FSMA”) to obtain the approval of the UK Financial Conduct Authority (“FCA”) of the change of control resulting from the transactions contemplated hereby (such approvalforegoing relating to, or arising by reason of, the “FCA Approval”) and (h) subject New Company Debt or the legal or regulatory status of Acquiror or the facts pertaining specifically to Section 6.1(j), a prospectus (or a document containing information which is regarded by the FCA as being equivalent to that of a prospectus pursuant to the Prospectus Rules), if required, prepared in accordance with the Prospectus Rules under section 73A of FSMA being approved by the FCA (such document, a “Prospectus”), no consents or approvals of or filings or registrations with any court or administrative agency or commission or other governmental or quasi-governmental authority or instrumentality or multinational organization or SRO or supra-national authority (each a “Governmental Entity”) are necessary in connection with (i) the execution and delivery by the Company of this Agreement or (ii) the consummation by the Company of the Merger and the other transactions contemplated hereby. As used in this Agreement, “SRO” means (A) any “self-regulatory organization” as defined in Section 3(a)(26) of the Exchange Act and (B) any other United States or foreign securities exchange, futures exchange, commodities exchange or contract marketit.

Consents and Approvals. Except for (a) the filing of applications, filings and notices, as applicable, with the NYSE and the London Stock Exchange (the “LSE”), (bi) the filing with the Securities and Exchange Commission (the “SEC”) of a joint proxy statement in definitive form relating to the meeting meetings of ParentSuperMedia’s shareholders to be held for the purpose of obtaining the Requisite Parent Vote stockholders and the meeting of the CompanyDex’s stockholders to be held for the purpose of obtaining the Requisite Company Vote, in each case, in connection with this Agreement and the transactions contemplated hereby by this Agreement (including together with any amendments or supplements thereto, the “Joint Proxy Statement”), in definitive form, ) and of the a registration statement on Form S-4 (together with any amendments or supplements thereto, the “Form S-4”) in which the Joint Proxy Statement (a “Joint Statement”), will be included as a prospectus, to be filed with the SEC by Parent in connection with the transactions contemplated by this Agreement (the “S-4”) and declaration of effectiveness of the Form S-4, and such reports and filings under the Securities Act of 1933Sections 12, as amended (the “Securities Act”13(a), or 13(d), 13(g) and 16(a) of the Securities Exchange Act of 1934, as amended amended, and the rules and regulations promulgated thereunder (collectively, the “Exchange Act”), ) as may be required in connection with this Agreement Agreement, and the transactions contemplated hereunderhereby and thereby, and obtaining from the SEC such orders as may be required in connection therewith, (cii) the filing of the SuperMedia Certificate of Merger with the Secretary of State of the State of Delaware Secretary pursuant to the DGCL, (diii) the filing of any notices or other filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 1976, as amended (the “HSR Act”)) and the termination or expiration of any applicable waiting period thereunder, and such other consents, approvals, filings or registrations as may be required under any antitrust foreign antitrust, merger control or competition Laws of non-U.S. jurisdictionsLaws, (e) the applications, filings, consents and notices, as applicable, set forth in Section 3.4 of the Company Disclosure Schedule, (fiv) such filings and approvals as are required to be made or obtained under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), and the securities or “Blue Sky” Laws of various states in connection with the issuance of the shares of Parent Newco Common Stock in connection with the Merger pursuant to this Agreement (“Parent Share Issuance”) Agreement, and the approval of the listing of such Parent Newco Common Stock on the New York Stock Exchange (“NYSE”) or the NASDAQ Stock Market (the “NASDAQ”), (gv) such filings, consents and approvals of Governmental Entities as may be set forth on Section 3.4 of the SuperMedia Disclosure Schedule, (vi) the SuperMedia Stockholder Approval, (vii) such filings or notices required in accordance with Part 12 under the rules and regulations of the United Kingdom’s Financial Services and Markets Xxx 0000 (“FSMA”) to obtain NYSE or the approval of the UK Financial Conduct Authority (“FCA”) of the change of control resulting from the transactions contemplated hereby (such approvalNASDAQ, the “FCA Approval”) and (hviii) subject such other consents, approvals, filings or registrations the failure of which to Section 6.1(j)be made or obtained, individually or in the aggregate, are not reasonably likely to have a prospectus (or a document containing information which is regarded by the FCA as being equivalent to that of a prospectus pursuant to the Prospectus Rules), if required, prepared in accordance with the Prospectus Rules under section 73A of FSMA being approved by the FCA (such document, a “Prospectus”)Material Adverse Effect on SuperMedia, no consents or approvals of or filings or registrations with any court or court, administrative agency or commission or other governmental or quasi-governmental agency, authority or instrumentality instrumentality, domestic or multinational foreign, or applicable self-regulatory organization or SRO or supra-national authority (each a “Governmental Entity”) are necessary in connection with (iA) the execution and delivery by the Company SuperMedia of this Agreement or and (iiB) the consummation by the Company SuperMedia of the Merger Mergers and the other transactions contemplated hereby. As used in by this Agreement, “SRO” means (A) any “self-regulatory organization” as defined in Section 3(a)(26) of the Exchange Act and (B) any other United States or foreign securities exchange, futures exchange, commodities exchange or contract market.

Consents and Approvals. Except for (a) the filing of applications, filings applications and notices, as applicable, with the NYSE FDIC and the London Stock Exchange (the “LSE”)Federal Reserve Board and approval of such applications and notices, (b) the filing of applications and notices, as applicable, with the Commissioner of Banking of the State of New Jersey (the "Commissioner") and approval of such applications and notices, (c) the filing with the Securities and Exchange Commission (the “"SEC”") of a joint proxy statement in definitive form relating to the meeting of Parent’s the Company's shareholders (and, if determined by the Buyer to be held for the purpose of obtaining the Requisite Parent Vote and necessary, the meeting of the Company’s stockholders Buyer's shareholders) to be held for the purpose of obtaining the Requisite Company Vote, in each case, in connection with this Agreement and the transactions contemplated hereby (including any amendments or supplements thereto, the “Joint "Proxy Statement”), in definitive form, ") and the filing and declaration of effectiveness of the registration statement on Form S-4 (the "S-4") in which the Joint Proxy Statement (a “Joint Statement”), will be included as a prospectus, to be filed with (d) the SEC by Parent in connection with the transactions contemplated by approval of this Agreement (by the “S-4”) and declaration of effectiveness requisite vote of the S-4, and such reports and filings under shareholders of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as may be required in connection with this Agreement and the transactions contemplated hereunderCompany, (ce) the filing of the Certificate OCC Notice, (f) approval of the listing of the Buyer Common Stock to be issued in the Merger on the Nasdaq/NMS, (g) such filings as shall be required to be made with any applicable state securities bureaus or commissions, (h) such consents, authorizations, approvals or exemptions under the Environmental Laws (as defined in Section 3.17) and notices and filings with the Delaware Secretary pursuant to the DGCL, (d) the filing of any notices or other filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 Internal Revenue Service (the “HSR Act”), "IRS") or the Pension Benefit Guaranty Corporation (the "PBGC") with respect to employee benefit plans as are described in Section 3.4 of the Company Disclosure Schedule and (i) such other consentsfilings, approvals, filings authorizations or registrations approvals as may be required under any antitrust or competition Laws of non-U.S. jurisdictions, (e) the applications, filings, consents and notices, as applicable, set forth in Section 3.4 of the Company Disclosure Schedule, (f) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” Laws of various states in connection with the issuance of the shares of Parent Common Stock in connection with the Merger pursuant to this Agreement (“Parent Share Issuance”) and the approval of the listing of such Parent Common Stock on the NYSE, (g) the filings required in accordance with Part 12 of the United Kingdom’s Financial Services and Markets Xxx 0000 (“FSMA”) to obtain the approval of the UK Financial Conduct Authority (“FCA”) of the change of control resulting from the transactions contemplated hereby (such approval, the “FCA Approval”) and (h) subject to Section 6.1(j), a prospectus (or a document containing information which is regarded by the FCA as being equivalent to that of a prospectus pursuant to the Prospectus Rules), if required, prepared in accordance with the Prospectus Rules under section 73A of FSMA being approved by the FCA (such document, a “Prospectus”), no consents or approvals of or filings or registrations with any court or court, administrative agency or commission or other governmental or quasi-governmental authority or instrumentality or multinational organization or SRO or supra-national authority (each a “"Governmental Entity”") or with any third party are necessary in connection with (i1) the execution and delivery by the Company of this Agreement or (ii2) the consummation by the Company of the Merger and the other transactions contemplated hereby. As used in this Agreement, “SRO” means (A) any “self-regulatory organization” as defined in Section 3(a)(26) of the Exchange Act and (B) any other United States or foreign securities exchange, futures exchange, commodities exchange or contract market.

Consents and Approvals. Except for (a) Subject to the filing accuracy of applicationsParent’s and Merger Sub’s representations and warranties set forth in Section 4.11 and 4.12, no consents, authorizations or Approvals of, or filings and noticesor registrations with, as applicable, any Governmental Entities are required to be obtained or made by or on behalf of the Company or any of its Subsidiaries in connection with the NYSE execution, delivery or performance by the Company of this Agreement or the consummation of the Merger and the London Stock Exchange other transactions contemplated hereby, except for: (the “LSE”), (bi) the filing with the Securities and Exchange Commission (the “SEC”) SEC of a joint proxy statement in preliminary and definitive form relating to the meeting of Parent’s shareholders the stockholders of the Company to be held for to vote on the purpose adoption of obtaining the Requisite Parent Vote and the meeting of the Company’s stockholders to be held for the purpose of obtaining the Requisite Company Vote, in each case, in connection with this Agreement and the transactions contemplated hereby (including any amendments as amended or supplements theretosupplemented from time to time, the “Joint Proxy Statement”), in definitive form, and of the registration statement on Form S-4 in which the Joint Proxy Statement (a “Joint Statement”), will be included as a prospectus, to be filed with the SEC by Parent in connection with the transactions contemplated by this Agreement (the “S-4”) and declaration of effectiveness of the S-4, and such reports and filings under the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as may be required in connection with this Agreement and the transactions contemplated hereunder, (cii) the filing of the Certificate of Merger with the Delaware Secretary pursuant to of State of the DGCLState of Delaware, (diii) the filing of any notices or other filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 1976, as amended (the “HSR Act”), and such other consents, approvals, filings or registrations as may be required under any antitrust or foreign competition Laws of non-U.S. jurisdictions, and/or foreign investment Laws (e) the applications, filings, consents and notices, such Laws solely as applicable, set forth in Section 3.4 3.4(a)(iii) of the Company Disclosure Schedule, the “Foreign Regulatory Laws”) and the expiration or termination of any applicable waiting periods (or approval) thereunder, (iv) the consents, authorizations, approvals, filings, notifications or registrations required under any Money Transmitter Requirements applicable to the Money Transmitter Licenses of the Company or any of its Subsidiaries set forth on Section 3.4(a)(iv) of the Company Disclosure Schedule, (fv) such filings the other consents and approvals as are required to be made or obtained under the securities or “Blue Sky” Laws of various states in connection with the issuance of the shares of Parent Common Stock in connection with the Merger pursuant to this Agreement (“Parent Share Issuance”) and the approval of the listing of such Parent Common Stock set forth on the NYSE, (g) the filings required in accordance with Part 12 of the United Kingdom’s Financial Services and Markets Xxx 0000 (“FSMA”) to obtain the approval of the UK Financial Conduct Authority (“FCA”Section 3.4(a)(v) of the change of control resulting from the transactions contemplated hereby Company Disclosure Schedule, and (vi) such approvalother consents, authorizations, approvals, filings and registrations, the “FCA Approval”) and (h) subject failure of which to Section 6.1(j)obtain or make would not have or reasonably be expected to have, individually or in the aggregate, a prospectus Material Adverse Effect. (b) Except as set forth on Section 3.4(b) of the Company Disclosure Schedule, neither the execution, delivery or a document containing information which is regarded by the FCA as being equivalent to that performance of a prospectus pursuant to the Prospectus Rules), if required, prepared in accordance with the Prospectus Rules under section 73A of FSMA being approved by the FCA (such document, a “Prospectus”), no consents or approvals of or filings or registrations with any court or administrative agency or commission or other governmental or quasi-governmental authority or instrumentality or multinational organization or SRO or supra-national authority (each a “Governmental Entity”) are necessary in connection with (i) the execution and delivery this Agreement by the Company of this Agreement or (ii) nor the consummation by the Company of the Merger and the other transactions contemplated hereby. As used , will (i) violate any provision of the certificate of incorporation or bylaws of the Company or, except as would not have or reasonably be expected to have, individually or in this Agreementthe aggregate, “SRO” means a Material Adverse Effect, any of the similar governing documents of any of its Subsidiaries, or (Aii) any “self-regulatory organization” as defined assuming that the filings, consents, approvals and waiting periods referred to in Section 3(a)(263.4(a) are duly made, obtained, satisfied or expired (a) violate any Legal Requirement applicable to the Company or any of its Subsidiaries or any of their respective properties, rights or assets, or (b) violate, conflict with, give rise to a requirement to make a payment under, result in a breach of any provision of or the loss of any benefit under, or require redemption, repayment or repurchase or otherwise require the purchase or sale of any securities, constitute a default under, result in the termination of or a right of termination, modification or cancellation under, accelerate the performance required by, or result in the creation of any Lien (or have any of such results or effects upon notice or lapse of time, or both) upon any of the respective properties, rights or assets of the Company or any of its Subsidiaries under, any of the terms, conditions or provisions of any Contract to which the Company or any of its Subsidiaries is a party, or by which they or any of their respective properties, rights, assets or business activities may be bound or affected, except (in the case of clauses (ii)(a) and (b) above) for such conflicts, violations, breaches, defaults or other events which would not have or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (c) Section 3.4(c) of the Exchange Act Company Disclosure Schedule sets forth (i) each jurisdiction in which the Company or any of its Subsidiaries holds any Money Transmitter Licenses, (ii) each jurisdiction in which the Company or any of its Subsidiaries has applications pending for any Money Transmitter Licenses and (Biii) each jurisdiction in which the Company or any of its Subsidiaries operates without a Money Transmitter License and pursuant to a Contract or other United States or foreign securities exchange, futures exchange, commodities exchange or contract marketarrangement with a third-party agent (an “Alternative Arrangement Contract”). The Company has made available to Parent the current form of the Company’s Alternative Arrangement Contract which is entered into with Money Transfer Agents in the jurisdictions described in clause (iii) above in substantially such form with such modifications made from time to time to reflect local Laws and practices and the individual terms agreed with such Money Transfer Agents.

Consents and Approvals. Except for (ai) filings required under ---------------------- - the filing of applications, filings and notices, as applicable, with the NYSE and the London Stock Exchange (the “LSE”), (b) the filing with the Securities and Exchange Commission (the “SEC”) of a joint proxy statement relating to the meeting of Parent’s shareholders to be held for the purpose of obtaining the Requisite Parent Vote and the meeting of the Company’s stockholders to be held for the purpose of obtaining the Requisite Company Vote, in each case, Act in connection with this Agreement and the transactions contemplated hereby (including any amendments or supplements thereto, the “Joint Proxy Statement”), in definitive form, and of the registration statement on Form S-4 in which the Joint Proxy Statement (a “Joint Statement”), will be included as a prospectus, to be filed with the SEC by Parent in connection with the transactions contemplated by this Agreement (the “S-4”) and declaration of effectiveness of the S-4, and such reports and filings under the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as may be required in connection with this Agreement and the transactions contemplated hereunderhereby, (cii) the filing of a Pre-Merger Notification and Report -- Form by the Certificate of Merger with the Delaware Secretary pursuant to the DGCL, (d) the filing of any notices or other filings Company under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 and the rules and regulations thereunder (together, the "HSR Act") with the Federal Trade Commission (the “HSR Act”), "FTC") and the Antitrust Division of the Department of Justice (the "Antitrust Division") and such other consents, approvals, filings or registrations as may be required under any antitrust or competition Laws of non-U.S. jurisdictionsother Antitrust Laws, (eiii) the applicationsfiling and recordation of --- appropriate merger documents as required by the GCL and, filings, consents and notices, as if applicable, set forth the laws of other states in Section 3.4 of which the Company Disclosure Scheduleis qualified to do business, (fiv) such filings and approvals as are required to be made or obtained -- under the securities or “Blue Sky” Laws blue sky laws or takeover statutes of the various states states, (v) filings with the Department of Housing and Urban Development, FHA - and the Government National Mortgage Association ("GNMA") as set forth in Schedule 4.4 to the Company Disclosure Letter, (vi) filings with Xxxxxx Mae, the -- Federal Home Loan Mortgage Corporation ("Xxxxxxx Mac") and the state regulatory authorities set forth in Schedule 4.4 to the Company Disclosure Letter, and (vii) filings in connection with the issuance of the shares of Parent Common Stock any applicable transfer or other taxes in connection with the Merger pursuant to this Agreement any --- applicable jurisdiction, no filing with, and no permit, authorization, consent or approval of, any court, arbitral tribunal, administrative commission, governmental or regulatory body, agency or authority whether domestic or foreign (“Parent Share Issuance”) and the approval of the listing of such Parent Common Stock on the NYSEeach, (g) the filings required in accordance with Part 12 of the United Kingdom’s Financial Services and Markets Xxx 0000 (“FSMA”) to obtain the approval of the UK Financial Conduct Authority (“FCA”) of the change of control resulting from the transactions contemplated hereby (such approval, the “FCA Approval”) and (h) subject to Section 6.1(ja "Governmental Entity"), a prospectus (or a document containing information which is regarded by the FCA as being equivalent to that of a prospectus pursuant to the Prospectus Rules), if required, prepared in accordance with the Prospectus Rules under section 73A of FSMA being approved by the FCA (such document, a “Prospectus”), no consents or approvals of or filings or registrations with any court or administrative agency or commission or other governmental or quasi-governmental authority or instrumentality or multinational organization or SRO or supra-national authority (each a “Governmental Entity”) are necessary in connection with (i) the execution and delivery by the Company of this Agreement or (ii) for the consummation by the Company of the Merger and the other transactions contemplated hereby. As used in by this Agreement, “SRO” means the failure to make or obtain which would have a Material Adverse Effect or would prevent or materially delay consummation of the transactions contemplated by this Agreement. All filings with, or permits, authorizations, consents and approvals of, any Governmental Entity (A) any “self-regulatory organization” as defined but not including, for the avoidance of doubt, Xxxxxx Mae, FHA or GNMA, the approvals of which are addressed separately in Section 3(a)(264.14(a) and clause (f) of Annex A), in each case as necessary to conduct the Exchange Act mortgage lending and (B) servicing business of the Company and its subsidiaries in all material respects as presently conducted will have been made or obtained prior to the acceptance for payment of any Shares pursuant to the Offer. "Antitrust Law" means the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, and all other United States federal and state statutes, rules, regulations, orders, decrees, administrative and judicial doctrines, and other laws, whether domestic or foreign securities exchangeforeign, futures exchangethat are designed or intended to prohibit, commodities exchange restrict or contract marketregulate actions having the purpose or effect of monopolization or restraint of trade.

Consents and Approvals. Except for (a) the filing of applications, filings and notices, as applicable, with the NYSE FRB under the BHC Act and approval of the London Stock Exchange (the “LSE”)applications, filings and notices, (b) the filing of any required applications, filings and notices, as applicable, with the Securities FDIC, and Exchange Commission (the “SEC”) of a joint proxy statement relating to the meeting of Parent’s shareholders to be held for the purpose of obtaining the Requisite Parent Vote and the meeting approval of the Company’s stockholders to be held for the purpose of obtaining the Requisite Company Voteapplications, in each case, in connection with this Agreement and the transactions contemplated hereby (including any amendments or supplements thereto, the “Joint Proxy Statement”), in definitive formfilings, and of the registration statement on Form S-4 in which the Joint Proxy Statement (a “Joint Statement”), will be included as a prospectus, to be filed with the SEC by Parent in connection with the transactions contemplated by this Agreement (the “S-4”) and declaration of effectiveness of the S-4, and such reports and filings under the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as may be required in connection with this Agreement and the transactions contemplated hereundernotices, (c) the filing of any required applications, filings, and notices, as applicable, with any governmental agency that has authority over the Certificate mortgage production and sale business of Merger with SYBT (inclusive of Xxxxxx Xxx and Xxxxxxx Mac), and approval of the Delaware Secretary pursuant to the DGCLapplications, filings, and notices, (d) the filing of any notices or other filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the “HSR Act”), and such other consents, approvalsapplications, filings or registrations as may be required under any antitrust or competition Laws of non-U.S. jurisdictions, (e) the applications, filings, consents and notices, as applicable, set forth with the KDFI in Section 3.4 connection with the Merger and the Bank Merger and approval of the Company Disclosure Scheduleapplications, filings and notices, (e) the filing with the SEC of the S-4 (in which the Proxy Statement will be included as a prospectus), and declaration by the SEC of the effectiveness of the S-4, (f) such the filing of the Articles of Merger with the Kentucky Secretary pursuant to the KBCA, and the filing of the Bank Merger Certificates, (g) filings and approvals as are required to be made or obtained under the securities or “Blue Sky” Laws laws of various states in connection with the issuance of the shares of Parent SYBT Common Stock in connection with the Merger pursuant to this Agreement Agreement, (“Parent Share Issuance”h) the filing of applications, filings and notices, as applicable, with any SRO, (j) any approvals and notices required with respect to the SYBT Common Stock to be issued as part of the Merger Consideration under the rules of NASDAQ, and (k) the approval of the listing Nevada Division of such Parent Common Stock on Insurance with respect to the NYSE, (g) the filings required change in accordance with Part 12 control of the United Kingdom’s Financial Services and Markets Xxx 0000 Captive Subsidiary (“FSMA”) to obtain the approval of the UK Financial Conduct Authority (“FCA”) of the change of control resulting from the transactions contemplated hereby (such approval, the “FCA Approval”) and (h) subject to Section 6.1(j), a prospectus (or a document containing information which is regarded by the FCA as being equivalent to that of a prospectus pursuant to the Prospectus Rules), if required, prepared in accordance with the Prospectus Rules under section 73A of FSMA being approved by the FCA (such document, a “ProspectusCaptive Subsidiary”), no consents or approvals of or filings or registrations with any court or administrative agency or commission or other governmental or quasi-governmental authority or instrumentality or multinational organization or SRO or supra-national authority (each a “Governmental Entity”) Entity are necessary in connection with (i) the execution and delivery by the Company SYBT or Merger Subsidiary of this Agreement or (ii) the consummation by the Company SYBT or Merger Subsidiary of the Merger and the other transactions contemplated herebyhereby (including the Bank Merger). As used in this Agreement, “SRO” means (A) any “self-regulatory organization” as defined in Section 3(a)(26) of the Exchange Act date hereof, SYBT is not aware of any reason why the necessary regulatory approvals and (B) any other United States or foreign securities exchange, futures exchange, commodities exchange or contract marketconsents will not be received in order to permit consummation of the Merger and Bank Merger on a timely basis.

Consents and Approvals. Except for (a) any application, filing or submission required to be made and any consent, approval, authorization or authority required to be made or obtained under Title 49 of the filing United States Code or under any regulation, rule, order, notice or policy of applicationsthe FAA, filings and noticesthe DOT, as applicable, with the NYSE FCC and the London Stock Exchange (DHS, including the “LSE”)TSA, (b) the filing with the Securities and Exchange Commission (SEC of the “SEC”) of a joint proxy statement relating to the meeting of Parent’s shareholders to be held for the purpose of obtaining the Requisite Parent Vote Joint Proxy Statement and the meeting of the Company’s stockholders to be held for the purpose of obtaining the Requisite Company Vote, in each case, in connection with this Agreement and the transactions contemplated hereby (including any amendments or supplements thereto, the “Joint Proxy Statement”), in definitive form, and of the registration statement on Form S-4 in which the Joint Proxy Statement (a “Joint Statement”), will be included as a prospectus, to be filed with the SEC by Parent in connection with the transactions contemplated by this Agreement (the “S-4”) and declaration of effectiveness of the Form S-4, and the filing with the SEC of such reports under, and filings under such other compliance with, the Exchange Act and the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as may be required in connection with this Agreement and the transactions contemplated hereunderrules and regulations thereunder, (c) the filing of the Merger Certificate of Merger with the Delaware Secretary of State pursuant to Delaware Law and with the DGCLrelevant authorities in other jurisdictions in which Continental is qualified to do business, (d) the filing of any notices or other filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the “HSR Act”), and such other consents, approvalsor any notices, filings or registrations as may be required approvals under any other applicable competition, merger control, antitrust or competition Laws of non-U.S. jurisdictionssimilar Law or regulation, (e) the applications, filings, consents and notices, as applicable, set forth in Section 3.4 of the Company Disclosure Schedule, (f) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” Laws laws of various states in connection with the issuance of the shares of Parent Common Stock in connection with the Merger pursuant to this Agreement (“Parent Share Issuance”, (f) any consent, approval, order, authorization, authority, transfer, waiver, disclaimer, registration, declaration or filing required to be made or obtained from any other Governmental Entity that regulates any aspect of airline operations or business, including environmental (e.g., noise, air emissions and the approval of the listing of such Parent Common Stock on the NYSEwater quality), aircraft, air traffic control and airport communications, agricultural, export/import, immigration and customs, (g) the any filings required in accordance with Part 12 under the rules and regulations of the United Kingdom’s Financial Services and Markets Xxx 0000 New York Stock Exchange (“FSMA”) to obtain the approval of the UK Financial Conduct Authority (“FCA”) of the change of control resulting from the transactions contemplated hereby (such approval, the “FCA ApprovalNYSE”) ), and (h) subject such other consents, approvals, orders, authorizations, registrations, declarations, transfers, waivers, disclaimers, and filings the failure of which to Section 6.1(j)be obtained or made would not, individually or in the aggregate, reasonably be expected to have a prospectus (or a document containing information which is regarded by the FCA as being equivalent to that of a prospectus pursuant to the Prospectus Rules), if required, prepared in accordance with the Prospectus Rules under section 73A of FSMA being approved by the FCA (such document, a “Prospectus”)Material Adverse Effect on Continental, no consents or consents, approvals of or of, filings or registrations with with, or orders, authorizations or authority of any court or administrative agency or commission or other governmental or quasi-governmental authority or instrumentality or multinational organization or SRO or supra-national authority (each a “Governmental Entity”) Entity are necessary in connection with (i) the execution and delivery by the Company Continental of this Agreement or and (ii) the consummation by the Company of the Merger and the other transactions contemplated hereby. As used in by this Agreement, “SRO” means (A) any “self-regulatory organization” as defined in Section 3(a)(26) of the Exchange Act and (B) any other United States or foreign securities exchange, futures exchange, commodities exchange or contract market.

Consents and Approvals. Except for (a) the filing of any required applications, filings and notices, as applicable, with the NYSE and the London Stock Exchange or Nasdaq Global Select Market (the “LSENasdaq”), (b) the filing of any required applications, filings and notices, as applicable, with the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) under the BHC Act and Bank Merger Act and approval of such applications, filings and notices, (c) the filing of any required applications, filings and notices, as applicable, with the Securities and Exchange Commission (the “SEC”) of a joint proxy statement relating to the meeting of Parent’s shareholders to be held for the purpose of obtaining the Requisite Parent Vote and the meeting of the Company’s stockholders to be held for the purpose of obtaining the Requisite Company Vote, in each case, in connection with this Agreement and the transactions contemplated hereby (including any amendments or supplements thereto, the “Joint Proxy Statement”), in definitive formand approval of such applications, filings and of the registration statement on Form S-4 in which the Joint Proxy Statement (a “Joint Statement”), will be included as a prospectus, to be filed with the SEC by Parent in connection with the transactions contemplated by this Agreement (the “S-4”) and declaration of effectiveness of the S-4, and such reports and filings under the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as may be required in connection with this Agreement and the transactions contemplated hereunder, (c) the filing of the Certificate of Merger with the Delaware Secretary pursuant to the DGCLnotices, (d) the filing of any required notices or other filings under with the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act Office of 1976 the Comptroller of the Currency (the “HSR ActOCC”), and such other consents, approvals, filings or registrations as may be required under any antitrust or competition Laws of non-U.S. jurisdictions, (e) the filing of any required applications, filings, consents filings and notices, as applicable, set forth in Section 3.4 with the Bureau of Financial Institutions (the “BFI”) of the Company Disclosure ScheduleVSCC in connection with the Mergers, and approval of such applications, filings and notices, (f) the filing with the SEC of the Proxy Statement/Prospectus and the Registration Statement (in which the Proxy Statement/Prospectus will be included), and the declaration of effectiveness of the Registration Statement, (g) the filing of the Articles of Merger with the VSCC pursuant to the VSCA, and (h) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” Laws laws of various states in connection with the issuance of the shares of Parent Buyer Common Stock in connection with the Merger pursuant to this Agreement (“Parent Share Issuance”) and the approval of the listing of such Parent Buyer Common Stock on the NYSE, (g) the filings required in accordance with Part 12 of the United Kingdom’s Financial Services and Markets Xxx 0000 (“FSMA”) to obtain the approval of the UK Financial Conduct Authority (“FCA”) of the change of control resulting from the transactions contemplated hereby (such approval, the “FCA Approval”) and (h) subject to Section 6.1(j), a prospectus (or a document containing information which is regarded by the FCA as being equivalent to that of a prospectus pursuant to the Prospectus Rules), if required, prepared in accordance with the Prospectus Rules under section 73A of FSMA being approved by the FCA (such document, a “Prospectus”), no consents or approvals of or filings or registrations with any court or court, administrative agency or commission commission, Regulatory Agency or other governmental or quasi-governmental regulatory authority or instrumentality or multinational organization or SRO or supra-national authority (each each, a “Governmental Entity”) or any third party are necessary in connection with (i) the execution and delivery by the Company AMNB of this Agreement or (ii) the consummation by the Company AMNB of the Merger and the other transactions contemplated herebyhereby (including the Bank Merger). As used in this Agreement, “SRO” means (A) any “self-regulatory organization” as defined in Section 3(a)(26) of the Exchange Act date hereof, AMNB is not aware of any reason why the necessary regulatory approvals and (B) any other United States or foreign securities exchange, futures exchange, commodities exchange or contract marketconsents will not be received in order to permit consummation of the Mergers on a timely basis.

Consents and Approvals. Except for (a) The execution and delivery by the filing Company of applicationsthis Agreement do not, filings and notices, as applicable, with the NYSE and the London Stock Exchange (performance by the “LSE”), (b) the filing with the Securities and Exchange Commission (the “SEC”) Company of a joint proxy statement relating to the meeting of Parent’s shareholders to be held for the purpose of obtaining the Requisite Parent Vote its obligations hereunder and the meeting consummation by the Company of the Company’s stockholders to be held for the purpose of obtaining the Requisite Company Vote, in each case, in connection with this Agreement Merger and the transactions contemplated hereby (including will not, require any amendments Governmental Consent or supplements thereto, the “Joint Proxy Statement”)any Governmental Filing, in definitive form, and each case on the part of or with respect to the Company or any Subsidiary of the registration statement on Form S-4 in which Company, except for (i) the Joint Proxy Statement (a “Joint Statement”), will be included as a prospectus, to be filed with the SEC by Parent in connection with the transactions contemplated by this Agreement (the “S-4”) and declaration of effectiveness approval of the S-4, and such reports and filings under the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as may be required Company's stockholders specified in connection with this Agreement and the transactions contemplated hereunderSection 3.1, (cii) the filing of the Certificate of Merger with the Delaware Secretary pursuant of State and appropriate documents with the relevant authorities of other jurisdictions in which the Company is qualified to the DGCLdo business, (diii) the filing Governmental Consents and Governmental Filings with foreign, state and local governmental authorities set forth in Section 4.5 of any notices or other filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 Company Disclosure Schedule (the “HSR Act”"Local Approvals"), (iv) such Governmental Consents and such other consents, approvals, filings or registrations Governmental Filings as may be required under any antitrust or competition Laws of non-U.S. jurisdictions, (e) the applications, filings, consents and notices, as applicable, set forth in Section 3.4 of the Company Disclosure Schedule, (f) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” Laws of various states in connection with the issuance of the shares Merger Consideration as contemplated hereby pursuant to state securities and blue sky laws, (v) the Governmental Filings required to be made pursuant to the pre-merger notification requirements of Parent Common Stock in connection the Hart-Xxxxx Xxx, (vi) the filing with the Merger pursuant to this Agreement Commission of (“Parent Share Issuance”A) the preliminary proxy statement and the approval of the listing of such Parent Common Stock on the NYSE, (g) the filings required in accordance with Part 12 of the United Kingdom’s Financial Services and Markets Xxx 0000 (“FSMA”) to obtain the approval of the UK Financial Conduct Authority (“FCA”) of the change of control resulting from the transactions definitive Proxy Statement as contemplated hereby (such approval, the “FCA Approval”by Section 3.2(a) and (hB) subject to such reports under Section 6.1(j13(a), a prospectus (or a document containing information which is regarded by the FCA as being equivalent to that of a prospectus pursuant to the Prospectus Rules13(d), if required, prepared in accordance with the Prospectus Rules under section 73A of FSMA being approved by the FCA (such document, a “Prospectus”), no consents 15(d) or approvals of or filings or registrations with any court or administrative agency or commission or other governmental or quasi-governmental authority or instrumentality or multinational organization or SRO or supra-national authority (each a “Governmental Entity”) are necessary in connection with (i) the execution and delivery by the Company of this Agreement or (ii) the consummation by the Company of the Merger and the other transactions contemplated hereby. As used in this Agreement, “SRO” means (A) any “self-regulatory organization” as defined in Section 3(a)(261(a) of the Exchange Act as may 24 29 be required in connection with this Agreement, the Voting Agreements or the transactions contemplated hereby or thereby, (vii) the Governmental Consent of the Federal Communications Commission (the "FCC"), with respect to the FCC Licenses described in Section 4.15 and (Bviii) any such other United States Governmental Consents and Governmental Filings the absence or foreign securities exchangeomission of which will not, futures exchangeeither individually or in the aggregate, commodities exchange or contract markethave a Material Adverse Effect.

Consents and Approvals. Except for (a) the filing of applications, filings and notices, as applicable, with the NYSE and the London Stock Exchange (the “LSE”), (bi) the filing with the Securities and Exchange Commission (the “SEC”) SEC of a joint proxy statement relating to the meeting of Parent’s shareholders to be held for the purpose of obtaining the Requisite Parent Vote and the meeting of the Company’s stockholders to be held for the purpose of obtaining the Requisite Company Vote, in each case, in connection with this Agreement and the transactions contemplated hereby (including any amendments or supplements thereto, the “Joint Proxy Statement”), in definitive form, and of the registration statement on Form S-4 in which the Joint Proxy Statement (a “Joint Statement”), will be included as a prospectus, to be filed with and the SEC by Parent in connection with the transactions contemplated by this Agreement (the “S-4”) filing and declaration of effectiveness of the Form S-4, and such reports and filings under the Securities Act of 1933Sections 12, as amended (the “Securities Act”13(a), or 13(d), 13(g) and 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as may be required in connection with this Agreement, the Support Agreement and the transactions contemplated hereunderhereby and thereby, and obtaining from the SEC such orders as may be required in connection therewith, (cii) the filing of the Articles of Merger with the Department of Financial Institutions of the State of Wisconsin pursuant to the WBCL and the filing of the Certificate of Merger with the Secretary of State of the State of Delaware Secretary pursuant to the DGCLDLLCA, (diii) the filing of any notices or other filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements HSR Act and the termination or expiration of 1976 (the “HSR Act”)any applicable waiting period thereunder, and such other consents, approvals, filings or registrations as may be required under any antitrust foreign antitrust, merger control or competition Laws of non-U.S. jurisdictionsLaws, (e) the applications, filings, consents and notices, as applicable, set forth in Section 3.4 of the Company Disclosure Schedule, (fiv) such filings and approvals as are required to be made or obtained under the Securities Act and the securities or “Blue Skysky” Laws of various states in connection with the issuance of the shares of Parent Georgia Common Stock in connection with the Merger pursuant to this Agreement (“Parent Share Issuance”) Agreement, and the approval of the listing of such Parent Georgia Common Stock on the NYSE, (gv) such filings, consents and approvals of Governmental Entities as may be set forth on Section 4.4 of the Georgia Disclosure Schedule, (vi) the filings Georgia Shareholder Approval, (vii) filings, if any, required in accordance with Part 12 as a result of the United Kingdom’s Financial Services particular status of Wisconsin, (viii) such filings or notices required under the rules and Markets Xxx 0000 (“FSMA”) to obtain the approval regulations of the UK Financial Conduct Authority (“FCA”) of the change of control resulting from the transactions contemplated hereby (such approvalNYSE, the “FCA Approval”) and (hix) subject such other consents, approvals, filings or registrations the failure of which to Section 6.1(j)be made or obtained, individually or in the aggregate, are not reasonably likely to have a prospectus (or a document containing information which is regarded by the FCA as being equivalent to that of a prospectus pursuant to the Prospectus Rules), if required, prepared in accordance with the Prospectus Rules under section 73A of FSMA being approved by the FCA (such document, a “Prospectus”)Material Adverse Effect on Georgia, no consents or approvals of or filings or registrations with any court or administrative agency or commission or other governmental or quasi-governmental authority or instrumentality or multinational organization or SRO or supra-national authority (each a “Governmental Entity”) Entity are necessary in connection with (iA) the execution and delivery by the Company Georgia or Merger Sub of this Agreement or and (iiB) the consummation by the Company Georgia or Merger Sub of the Merger and the other transactions contemplated hereby. As used in by this Agreement, “SRO” means (A) any “self-regulatory organization” as defined in Section 3(a)(26) of the Exchange Act and (B) any other United States or foreign securities exchange, futures exchange, commodities exchange or contract market.

Consents and Approvals. Except for No consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any federal, state or foreign government, any court, administrative, regulatory or other governmental agency, commission or authority or any non-governmental self-regulatory agency, commission or authority (aeach, a "Governmental Entity") or any Person is required by or with respect to Parent, its Subsidiaries or Merger Sub in connection with the execution and delivery of this Agreement by Parent and Merger Sub or the consummation of the Merger or the other transactions contemplated by this Agreement, except for: (i) the consents and approvals set forth in Section 3.01(f) of the Parent Disclosure Schedule; (ii) the filing of applicationsall required documents in Delaware and Canada in connection with Parent’s conversion from a Canadian corporation to a Delaware corporation (the "Redomestication"), and such filings shall have become effective; (iii) the filing of a premerger notification and noticesreport form by Parent under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (including the rules and regulations promulgated thereunder, the "HSR Act"), and the receipt, termination or expiration, as applicable, with of approvals or waiting periods required under the NYSE and the London Stock Exchange HSR Act or any other applicable foreign competition, merger control, antitrust or similar law or regulation; (the “LSE”), (biv) the filing with the Securities and Exchange Commission (the “"SEC”") of (A) a joint proxy statement relating to the meeting of Parent’s shareholders to be held for the purpose of obtaining the Requisite Parent Vote and the meeting of the Company’s stockholders to be held for the purpose of obtaining the Requisite Company Vote, in each case, in connection with this Agreement and the transactions contemplated hereby (including any amendments as amended or supplements theretosupplemented from time to time, the “Joint "Proxy Statement”), in definitive form, and of the registration statement on Form S-4 in which the Joint Proxy Statement (a “Joint Statement”), will be included as a prospectus, to be filed with the SEC by Parent in connection with the transactions contemplated by this Agreement (the “S-4”") and declaration of effectiveness of the S-4, and (B) such reports and filings under the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (including the “rules and regulations promulgated thereunder, the "Exchange Act”"), as may be required in connection with this Agreement and the transactions contemplated hereunder, by this Agreement; (cv) the filing of the a Certificate of Merger with the Secretary of State of the State of Delaware Secretary pursuant and appropriate documents with the relevant authorities of other states in which Parent or Merger Sub is qualified to do business; (vi) approval of the DGCL, listing on the Nasdaq and the Boston Stock Exchange of the Parent Common Stock to be issued as the Merger Consideration; and (dvii) the filing of any notices or other filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the “HSR Act”), and such other consents, approvals, filings or registrations as may be required under any antitrust or competition Laws of non-U.S. jurisdictionsorders, (e) the applicationsauthorizations, actions, registrations, declarations and filings, consents and notices, as applicable, set forth in Section 3.4 the failure of the Company Disclosure Schedule, (f) such filings and approvals as are required which to be obtained or made individually or obtained under in the securities or “Blue Sky” Laws of various states in connection with the issuance of the shares of aggregate has not had and would not reasonably be expected to have a Parent Common Stock in connection with the Merger pursuant to this Agreement (“Parent Share Issuance”) and the approval of the listing of such Parent Common Stock on the NYSE, (g) the filings required in accordance with Part 12 of the United Kingdom’s Financial Services and Markets Xxx 0000 (“FSMA”) to obtain the approval of the UK Financial Conduct Authority (“FCA”) of the change of control resulting from the transactions contemplated hereby (such approval, the “FCA Approval”) and (h) subject to Section 6.1(j), a prospectus (or a document containing information which is regarded by the FCA as being equivalent to that of a prospectus pursuant to the Prospectus Rules), if required, prepared in accordance with the Prospectus Rules under section 73A of FSMA being approved by the FCA (such document, a “Prospectus”), no consents or approvals of or filings or registrations with any court or administrative agency or commission or other governmental or quasi-governmental authority or instrumentality or multinational organization or SRO or supra-national authority (each a “Governmental Entity”) are necessary in connection with (i) the execution and delivery by the Company of this Agreement or (ii) the consummation by the Company of the Merger and the other transactions contemplated hereby. As used in this Agreement, “SRO” means (A) any “self-regulatory organization” as defined in Section 3(a)(26) of the Exchange Act and (B) any other United States or foreign securities exchange, futures exchange, commodities exchange or contract marketMaterial Adverse Effect.

Consents and Approvals. Except for (ai) the filing of applications, filings applications and notices, as applicable, with the NYSE Federal Reserve Board under the BHC Act (including with respect to the qualification of TopCo and IntermediateCo as bank holding companies and the London indirect acquisition by Parent of the Company’s interest in Pennsylvania Commerce), the New Jersey Department of Banking and Insurance, the Pennsylvania Department of Banking and the Superintendent of Financial Institutions (Canada) and the approval of such applications and notices, (ii) approval of the listing on the Toronto Stock Exchange (and the “LSE”)New York Stock Exchange of the Parent Common Shares to be issued in the Merger and to be reserved for issuance upon exercise of the Parent Options issued in substitution for Company Options pursuant to Section 2.4, (biii) the filing with the Securities and Exchange Commission (SEC of the “SEC”) of a joint proxy statement relating to the meeting of Parent’s shareholders to be held for the purpose of obtaining the Requisite Parent Vote Proxy Statement/Prospectus and the meeting filing and declaration of the Company’s stockholders to be held for the purpose of obtaining the Requisite Company Vote, in each case, in connection with this Agreement and the transactions contemplated hereby (including any amendments or supplements thereto, the “Joint Proxy Statement”), in definitive form, and effectiveness of the registration statement on Form S-4 F-4 in which the Joint Proxy Statement (a “Joint Statement”), /Prospectus will be included as a prospectus, to be filed with the SEC by Parent in connection with the transactions contemplated by this Agreement (the “S-4”) prospectus and declaration of effectiveness of the S-4, and such reports and any filings or approvals under the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as may be required in connection with this Agreement and the transactions contemplated hereunderapplicable state securities Laws, (civ) the filing of the Certificate of Merger with the Delaware Secretary New Jersey Department of the Treasury, Division of Commercial Recording pursuant to the DGCLNJBCA and such other Governmental Entities as required by the NJBCA, (dv) the filing approval of this Agreement by the Required Company Vote, (vi) any notices or other filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements HSR Act and the expiration or termination of 1976 any applicable waiting periods thereunder, (vii) the “HSR Act”)consents, and such other consentsauthorizations, approvals, filings or registrations as may be required under any antitrust or competition Laws of non-U.S. jurisdictions, (e) the applications, filings, consents and notices, as applicable, set forth in Section 3.4 of the Company Disclosure Schedule, (f) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” Laws of various states exemptions in connection with the issuance applicable provisions of federal, state or provincial securities Laws or the shares rules or regulations of Parent Common Stock any applicable self-regulatory organization, in any such case relating to the regulation of broker-dealers, investment companies and investment advisors, (viii) the consents, authorizations, approvals, filings or exemptions in connection with the Merger pursuant to this Agreement applicable provisions of insurance Laws and (“Parent Share Issuance”) and the approval of the listing of such Parent Common Stock on the NYSE, (gix) the consents, authorizations, approvals, filings required in accordance with Part 12 and registrations of third parties which are not Governmental Entities, the United Kingdom’s Financial Services and Markets Xxx 0000 (“FSMA”) failure of which to obtain or make would not be reasonably expected to have, individually or in the approval of the UK Financial Conduct Authority (“FCA”) of the change of control resulting from the transactions contemplated hereby (such approval, the “FCA Approval”) and (h) subject to Section 6.1(j)aggregate, a prospectus (or a document containing information which is regarded by the FCA as being equivalent to that of a prospectus pursuant to the Prospectus Rules), if required, prepared in accordance with the Prospectus Rules under section 73A of FSMA being approved by the FCA (such document, a “Prospectus”)Material Adverse Effect on Parent, no consents or approvals of of, or filings or registrations with, any Governmental Entity or of or with any court other third party by and on behalf of Parent or administrative agency or commission or other governmental or quasi-governmental authority or instrumentality or multinational organization or SRO or supra-national authority (each a “Governmental Entity”) Merger Sub are necessary in connection with (iA) the execution and delivery by the Company Parent and Merger Sub of this Agreement or and (iiB) the consummation by the Company Parent and Merger Sub of the Merger and the other transactions contemplated hereby. As used in this Agreement, “SRO” means (A) any “self-regulatory organization” as defined in Section 3(a)(26) of the Exchange Act and (B) any other United States or foreign securities exchange, futures exchange, commodities exchange or contract market.

Consents and Approvals. Except for (a) the filing of applications, filings and notices, as applicable, with the NYSE and the London Stock Exchange (the “LSE”), (bi) the filing with the Securities and Exchange Commission (SEC of the “SEC”) of a joint proxy statement relating to the meeting of Parent’s shareholders to be held for the purpose of obtaining the Requisite Parent Vote Proxy Statement/Prospectus and the meeting filing and declaration of the Company’s stockholders to be held for the purpose of obtaining the Requisite Company Vote, in each case, in connection with this Agreement and the transactions contemplated hereby (including any amendments or supplements thereto, the “Joint Proxy Statement”), in definitive form, and effectiveness of the registration statement on Form S-4 in which the Joint Proxy Statement (a “Joint Statement”), /Prospectus will be included as a prospectus, prospectus and any filings or approvals under applicable state securities laws with respect to be filed with the SEC by Parent issuance of Acquiror Common Stock in connection with the transactions contemplated by this Agreement (the “S-4”) and declaration of effectiveness of the S-4, and such reports and filings under the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as may be required in connection with this Agreement and the transactions contemplated hereunderMerger, (ciii) the filing of the Certificate of Merger with the Delaware Secretary pursuant to of State of the DGCLState of Delaware, (div) the filing adoption of this Agreement by the Required Acquiror Vote, (v) any notices or other filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the “HSR Act”), and such other the expiration or termination of any applicable waiting periods thereunder, (vi) the filings, approvals and consents required pursuant to applicable antitrust or competition laws of foreign Governmental Entities as set forth in Section 5.4(vi) of Acquiror Disclosure Letter, (vii) the consents, authorizations, approvals, filings or registrations as may be required under any antitrust exemptions pursuant to the applicable provisions of federal, state or competition Laws of non-U.S. jurisdictionsforeign securities Laws, (eviii) the applications, filings, consents and notices, as applicable, approvals set forth in Section 3.4 5.4(viii) of Acquiror Disclosure Letter, and (ix) the Company Disclosure Scheduleconsents, (f) such authorizations, approvals, filings and approvals as registrations of third parties which are required to be made or obtained under not Governmental Entities, the securities or “Blue Sky” Laws failure of various states in connection with the issuance of the shares of Parent Common Stock in connection with the Merger pursuant to this Agreement (“Parent Share Issuance”) and the approval of the listing of such Parent Common Stock on the NYSE, (g) the filings required in accordance with Part 12 of the United Kingdom’s Financial Services and Markets Xxx 0000 (“FSMA”) which to obtain or make would not be reasonably expected to have, individually or in the approval of the UK Financial Conduct Authority (“FCA”) of the change of control resulting from the transactions contemplated hereby (such approval, the “FCA Approval”) and (h) subject to Section 6.1(j)aggregate, a prospectus (or a document containing information which is regarded by the FCA as being equivalent to that of a prospectus pursuant to the Prospectus Rules), if required, prepared in accordance with the Prospectus Rules under section 73A of FSMA being approved by the FCA (such document, a “Prospectus”)Material Adverse Effect on Acquiror, no consents or approvals of of, or filings or registrations with, any Governmental Entity or of or with any court other third party by and on behalf of Acquiror or administrative agency or commission or other governmental or quasi-governmental authority or instrumentality or multinational organization or SRO or supra-national authority (each a “Governmental Entity”) Merger Sub are necessary in connection with (iA) the execution and delivery by the Company of this Agreement or by Acquiror and Merger Sub and (iiB) the consummation by the Company Acquiror of the Merger and the other transactions contemplated hereby. As used in by this Agreement, “SRO” means (A) any “self-regulatory organization” as defined in Section 3(a)(26) of the Exchange Act and (B) any other United States or foreign securities exchange, futures exchange, commodities exchange or contract market.

Consents and Approvals. (a) Except for (ai) the filing of any required applications, listing applications, filings and notices, as applicable, with the NYSE and the London Stock Exchange (the “LSE”), (b) the filing with the Securities and Exchange Commission (the “SEC”) of a joint proxy statement relating to the meeting of Parent’s shareholders to be held for the purpose of obtaining the Requisite Parent Vote and the meeting of the Company’s stockholders to be held for the purpose of obtaining the Requisite Company Vote, in each case, in connection with this Agreement and the transactions contemplated hereby (including any amendments or supplements thereto, the “Joint Proxy Statement”), in definitive formAmerican, and of the registration statement on Form S-4 in which the Joint Proxy Statement (a “Joint Statement”), will be included as a prospectus, to be filed with the SEC by Parent in connection with the transactions contemplated by this Agreement (the “S-4”ii) and declaration of effectiveness of the S-4, and such reports and filings under the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as may be required in connection with this Agreement and the transactions contemplated hereunder, (c) the filing of the Certificate of Merger with the Delaware Secretary pursuant to the DGCL, (d) the filing of any notices or other filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the “HSR Act”), and such other consents, approvals, filings or registrations as may be required under any antitrust or competition Laws of U.S. and non-U.S. jurisdictionsjurisdictions (collectively, “Competition Laws”), (eiii) the filing of any required applications, filings, consents filings and notices, as applicable, set forth for foreign investment clearance of any jurisdiction, (iv) the filing by Camber with the United States Securities and Exchange Commission (the “SEC”) of a joint proxy statement in Section 3.4 definitive form (including any amendments or supplements thereto, the “Joint Proxy Statement”), and a registration statement on Form S-4 in which the Joint Proxy Statement will be included as a prospectus (the “S-4”), and the declaration of effectiveness of the Company Disclosure ScheduleS-4, (fv) the filing of the Articles of Merger with the Nevada Secretary pursuant to the NRS and all other filings required under the NRS or by the Nevada Secretary in connection with the Merger, (vi) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” Laws laws of various states in connection with the issuance of the shares of Parent Camber Common Stock in connection with the Merger and New Camber Preferred pursuant to this Agreement (“Parent Share Issuance”) and the approval of the listing of such Parent Camber Common Stock on the NYSENYSE American, as applicable; and (gv vii) the filings required in accordance with Part 12 consent of the United Kingdomholders of Camber’s Financial Services Series C Preferred Stock and Markets Xxx 0000 (“FSMA”) to obtain the approval of the UK Financial Conduct Authority (“FCA”) of the change of control resulting from the transactions contemplated hereby (such approval, the “FCA Approval”) and (h) subject to Section 6.1(j), a prospectus (or a document containing information which is regarded by the FCA as being equivalent to that of a prospectus pursuant to the Prospectus Rules), if required, prepared in accordance with the Prospectus Rules under section 73A of FSMA being approved by the FCA (such document, a “Prospectus”)Series G Preferred Stock, no material consents or approvals of of, or filings or registrations with with, any court or court, administrative agency or commission or other governmental or quasi-governmental regulatory authority or instrumentality or multinational self-regulatory organization or SRO or supra-national authority (SRO) (each a “Governmental Entity”) are necessary in connection with (iA) the execution and delivery by the Company Camber of this Agreement Agreement, or (iiB) the consummation by the Company Xxxxxx of the Merger and the other transactions contemplated hereby. As used in this Agreementof the date hereof, “SRO” means Xxxxxx is not aware of any reason why the necessary regulatory approvals and consents will not be received by Camber or Merger Sub to permit consummation of the Merger on a timely basis. As of the date hereof, to the knowledge of Camber, there is no fact or circumstance existing that would require or reasonably be expected to require either party to invoke their right to change the structure of effecting the combination of Viking and Camber to a Direct Merger (A) any “self-regulatory organization” as defined below) pursuant to Section 6.15 hereof. February 2021 - April 2023 – First Amendment to (b) Except as set forth in Section 3(a)(263.4(b) of the Exchange Act Camber Disclosure Schedule, the representations and warranties in Sections 3.3(b) and 3.4(a) are true and correct with respect to a combination of Viking and Camber structured as a merger of Viking with and into Camber (B) any other United States or foreign securities exchange, futures exchange, commodities exchange or contract marketa “Direct Merger”).

Consents and Approvals. Except for as set forth in Section 5.4 of the Parent Disclosure Schedule, no Consents of, or filings or registrations with, any Governmental Entity or any third Person are necessary in connection with (a) the filing execution and delivery by Parent or Merger Subs of applications, filings and notices, as applicable, with this Agreement or the NYSE and the London Stock Exchange (the “LSE”), Agreement of Merger or (b) the filing with the Securities and Exchange Commission (the “SEC”) consummation by Parent or Merger Subs of a joint proxy statement relating to the meeting of Parent’s shareholders to be held for the purpose of obtaining the Requisite Parent Vote and the meeting of the Company’s stockholders to be held for the purpose of obtaining the Requisite Company Vote, in each case, in connection with this Agreement and the transactions contemplated hereby and thereby, including the Mergers, except for (i) any notices required to be filed under the HSR Act, (ii) the Consents from, or registrations, declarations, notices or filings made to or with the Federal FCC, or any Governmental Entity (including any amendments State Regulators) and local cable franchise authorities) (other than with respect to securities, antitrust, competition, trade regulation or supplements thereto, the “Joint Proxy Statement”similar laws), in definitive form, and of the registration statement on Form S-4 in which the Joint Proxy Statement (a “Joint Statement”), will be included as a prospectus, to be filed with the SEC by Parent in connection with the transactions contemplated by this Agreement (the “S-4”) and declaration of effectiveness of the S-4, and such reports and filings under the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), each case as may be required in connection with this Agreement, the Mergers or the other transactions contemplated by this Agreement and the transactions contemplated hereunderare required in with respect to mergers, business combinations or changes in control of telecommunications companies generally, (ciii) the filing with the SEC of the Proxy Statement/Prospectus (as hereinafter defined) as well as any other filings required to be made with the SEC pursuant to the Securities Act or the Exchange Act, (iv) the filing of the Certificate Articles of Merger and related certificates with the Delaware California Secretary pursuant to the DGCLCGCL, (dv) the filing of any notices Consents or other filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the “HSR Act”)approvals of, and such other consents, approvals, or filings or registrations as may be required under any antitrust with, Governmental Entities or competition Laws of non-U.S. jurisdictionsthird parties, (e) the applications, filings, consents and notices, as applicable, set forth in Section 3.4 of the Company Disclosure Schedule, (fvi) such filings and approvals as are may be required to be made or obtained under the state blue sky or securities Laws or “Blue Sky” Laws of various states in connection with the issuance of shares of Parent Stock pursuant to this Agreement and (vii) such filings as may be required to cause the shares of Parent Common Stock in connection with the Merger to be issued pursuant to this Agreement (“Parent Share Issuance”) and the approval of the to be approved for listing of such Parent Common Stock on the NYSE, (g) the filings required in accordance with Part 12 of the United Kingdom’s Financial Services and Markets Xxx 0000 (“FSMA”) to obtain the approval of the UK Financial Conduct Authority (“FCA”) of the change of control resulting from the transactions contemplated hereby (such approvalNASDAQ Global Select Market, the “FCA Approval”) and (h) subject failure of which to Section 6.1(j)be obtained would not be reasonably expected to result in, individually or in the aggregate, a prospectus (or a document containing information which is regarded by the FCA as being equivalent to that of a prospectus pursuant to the Prospectus Rules), if required, prepared in accordance with the Prospectus Rules under section 73A of FSMA being approved by the FCA (such document, a “Prospectus”), no consents or approvals of or filings or registrations with any court or administrative agency or commission or other governmental or quasi-governmental authority or instrumentality or multinational organization or SRO or supra-national authority (each a “Governmental Entity”) are necessary in connection with (i) the execution and delivery by the Company of this Agreement or (ii) the consummation by the Company of the Merger and the other transactions contemplated hereby. As used in this Agreement, “SRO” means (A) any “self-regulatory organization” as defined in Section 3(a)(26) of the Exchange Act and (B) any other United States or foreign securities exchange, futures exchange, commodities exchange or contract marketParent Material Adverse Effect.

Consents and Approvals. Except for (a) the filing of any required applications, filings or notices with any federal or state regulatory or banking authorities listed on Section 4.4 of the Parent Disclosure Schedule and approval of such applications, filings and notices, (b) the filing of any required applications, filings and notices, as applicable, with the NYSE Federal Reserve Board under the BHC Act and the London Stock Exchange (the “LSE”)approval of such applications, filings and notices, (bc) the filing of any required applications, filings, certificates and notices as applicable with the Securities OCC under the Bank Merger Act, (d) the filing of any required applications, filings or notices with FINRA and Exchange Commission approval of such applications, filings and notices, (e) the “SEC”filing of any required applications, filings and notices, as applicable, with the NASDAQ, (f) the filing by Parent with the SEC of a joint proxy statement relating to the meeting of Parent’s shareholders to be held for the purpose of obtaining the Requisite Parent Vote Proxy Statement and the meeting of the Company’s stockholders to be held for the purpose of obtaining the Requisite Company Vote, in each case, in connection with this Agreement and the transactions contemplated hereby (including any amendments or supplements thereto, the “Joint Proxy Statement”), in definitive form, and of the registration statement on Form S-4 in which the Joint Proxy Statement (a “Joint Statement”), will be included as a prospectus, to be filed with and the SEC by Parent in connection with the transactions contemplated by this Agreement (the “S-4”) and declaration of effectiveness of the S-4, and such reports and filings under the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as may be required in connection with this Agreement and the transactions contemplated hereunder, (cg) the filing of the Certificate of Merger with the Delaware Washington Secretary pursuant to the DGCLWBCA, the filing of Second Step Certificates of Merger with the applicable Governmental Entities as required by applicable law, and the filing of the Bank Merger Certificate, and (dh) if required by the HSR Act, the filing of any notices or other filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the “HSR Act”), and such other consents, approvalsapplications, filings or registrations as may be required under any antitrust or competition Laws of non-U.S. jurisdictions, (e) the applications, filings, consents and notices, as applicable, set forth in Section 3.4 of the Company Disclosure Schedule, (f) such filings and approvals as are required to be made or obtained notices under the securities or “Blue Sky” Laws of various states in connection with the issuance of the shares of Parent Common Stock in connection with the Merger pursuant to this Agreement (“Parent Share Issuance”) and the approval of the listing of such Parent Common Stock on the NYSE, (g) the filings required in accordance with Part 12 of the United Kingdom’s Financial Services and Markets Xxx 0000 (“FSMA”) to obtain the approval of the UK Financial Conduct Authority (“FCA”) of the change of control resulting from the transactions contemplated hereby (such approval, the “FCA Approval”) and (h) subject to Section 6.1(j), a prospectus (or a document containing information which is regarded by the FCA as being equivalent to that of a prospectus pursuant to the Prospectus Rules), if required, prepared in accordance with the Prospectus Rules under section 73A of FSMA being approved by the FCA (such document, a “Prospectus”)HSR Act, no consents or approvals of or filings or registrations with any court or administrative agency or commission or other governmental or quasi-governmental authority or instrumentality or multinational organization or SRO or supra-national authority (each a “Governmental Entity”) Entity are necessary in connection with (i) the execution execution, delivery and delivery performance by the Company Parent Parties of this Agreement or (ii) the consummation by the Company Parent Parties of the Merger Mergers and the other transactions contemplated hereby. As used in by this Agreement, “SRO” means (A) . No Parent Party is aware of any “self-reason why the necessary regulatory organization” as defined in Section 3(a)(26) approvals and consents will not be received by the applicable Parent Party to permit consummation of the Exchange Act and transactions contemplated by this Agreement (Bincluding the Mergers) any other United States or foreign securities exchange, futures exchange, commodities exchange or contract marketon a timely basis.

Consents and Approvals. Except No consent, approval, order or authorization of, registration, declaration or filing with, or permit from, any Governmental Authority is required by or with respect to any of the Prize Companies in connection with the execution and delivery of this Agreement by Prize or the consummation by Prize of the transactions contemplated hereby, except for the following: (a) any such consent, approval, order, authorization, registration, declaration, filing or permit which the filing of applicationsfailure to obtain or make would not, filings and noticesindividually or in the aggregate, as applicable, with the NYSE and the London Stock Exchange (the “LSE”), have a Material Adverse Effect on Prize; (b) the filing of the Certificate of Merger with the Securities Secretary of State of Delaware pursuant to applicable provisions of the DGCL and Exchange Commission the filing of the Articles of Merger with the Secretary of State of Texas pursuant to applicable provisions of the TBCA; (c) the “SEC”) filing of a joint proxy statement relating to pre-merger notification report by Prize as may be required under the meeting of Parent’s shareholders to be held for the purpose of obtaining the Requisite Parent Vote HSR Act and the meeting expiration or termination of the Company’s stockholders to be held for applicable waiting period; (d) the purpose of obtaining the Requisite Company Vote, in each case, in connection with this Agreement and the transactions contemplated hereby (including any amendments or supplements thereto, the “Joint Proxy Statement”), in definitive form, and of the registration statement on Form S-4 in which the Joint Proxy Statement (a “Joint Statement”), will be included as a prospectus, to be filed filing with the SEC by Parent in connection with the transactions contemplated by this Agreement (the “S-4”) and declaration of effectiveness of the S-4, Proxy Statement/Prospectus and such reports under Section 13(a) of the Exchange Act and filings under such other compliance with the Exchange Act and the Securities Act and the rules and regulations of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), SEC thereunder as may be required in connection with this Agreement and the transactions contemplated hereunder, hereby and the obtaining from the SEC of such orders as may be so required; (ce) the filing of the Certificate of Merger with the Delaware Secretary pursuant to the DGCL, (d) the filing of any notices or other such filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the “HSR Act”), and such other consents, approvals, filings or registrations approvals as may be required under by any antitrust applicable state securities, "blue sky" or competition Laws of non-U.S. jurisdictions, (e) the applications, filings, consents takeover laws or Environmental Laws; and notices, as applicable, set forth in Section 3.4 of the Company Disclosure Schedule, (f) such filings and approvals as are may be required by any foreign pre-merger notification, securities, corporate or other law, rule or regulation. No Third-Party Consent is required by or with respect to be made or obtained under any of the securities or “Blue Sky” Laws of various states Prize Companies in connection with the issuance of the shares of Parent Common Stock in connection with the Merger pursuant to this Agreement (“Parent Share Issuance”) and the approval of the listing of such Parent Common Stock on the NYSE, (g) the filings required in accordance with Part 12 of the United Kingdom’s Financial Services and Markets Xxx 0000 (“FSMA”) to obtain the approval of the UK Financial Conduct Authority (“FCA”) of the change of control resulting from the transactions contemplated hereby (such approval, the “FCA Approval”) and (h) subject to Section 6.1(j), a prospectus (or a document containing information which is regarded by the FCA as being equivalent to that of a prospectus pursuant to the Prospectus Rules), if required, prepared in accordance with the Prospectus Rules under section 73A of FSMA being approved by the FCA (such document, a “Prospectus”), no consents or approvals of or filings or registrations with any court or administrative agency or commission or other governmental or quasi-governmental authority or instrumentality or multinational organization or SRO or supra-national authority (each a “Governmental Entity”) are necessary in connection with (i) the execution and delivery by the Company of this Agreement or (ii) the consummation by the Company of the Merger and the other transactions contemplated hereby. As used in this Agreement, “SRO” means except for (Ax) any “selfsuch Third-regulatory organization” as defined Party Consent which the failure to obtain would not, individually or in Section 3(a)(26the aggregate, have a Material Adverse Effect on Prize, (y) the valid approval of the Exchange Act Prize Proposal by the stockholders of Prize, and (Bz) any other United States consent, approval or foreign securities exchange, futures exchange, commodities exchange or contract marketwaiver required by the terms of the Prize Bank Credit Agreement.

Consents and Approvals. Except for (ai) the filing of applications, filings a notification and notices, as applicable, with report form under the NYSE HSR Act and the London Stock Exchange termination or expiration of the waiting period under the HSR Act, (ii) the filing of any other required applications or notices with any state or foreign agencies and approval of such applications and notices (the “LSE”"Other Approvals"), (biii) the filing with the Securities and Exchange Commission (the “SEC”) SEC of a joint proxy statement statement/prospectus relating to the meeting of Parent’s shareholders matters to be held for submitted to Valero's stockholders at the purpose of obtaining the Requisite Parent Vote Valero Stockholders Meeting and the meeting of the Company’s stockholders matters to be held for submitted to UDS's stockholders at the purpose of obtaining the Requisite Company VoteUDS Stockholders Meeting (such joint proxy statement/prospectus, in each case, in connection with this Agreement and the transactions contemplated hereby (including any amendments or supplements thereto, the “"Joint Proxy Statement”), in definitive form, /Prospectus") and of the a registration statement on Form S-4 with respect to the issuance of Valero Common Stock in which the Joint Proxy Statement Merger (a “Joint Statement”), will be included as a prospectus, to be filed with the SEC by Parent in connection with the transactions contemplated by this Agreement (the “S-4”) and declaration of effectiveness of the such Form S-4, and such reports and filings under any amendments or supplements thereto, the Securities Act of 1933, as amended (the “Securities Act”"Form S-4"), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as may be required in connection with this Agreement and the transactions contemplated hereunder, (civ) the filing of the Certificate of Merger with the Delaware Secretary pursuant to the DGCLMerger, (dv) the filing of any notices or other filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the “HSR Act”)consents, and such other consentsauthorizations, approvals, filings or registrations as may be required under any antitrust or competition Laws exemptions in connection with compliance with the rules of non-U.S. jurisdictionsthe NYSE, (e) the applications, filings, consents and notices, as applicable, set forth in Section 3.4 of the Company Disclosure Schedule, (fvi) such filings and approvals as are required to be made or obtained under the securities or “"Blue Sky” Laws " laws of various states in connection with the issuance of the shares of Parent Valero Common Stock in connection with the Merger pursuant to this Agreement (“Parent Share Issuance”the consents, approvals, filings and registration required under or in relation to the foregoing clauses (ii) and the approval of the listing of such Parent Common Stock on the NYSE, though (gvi) the filings required in accordance with Part 12 of the United Kingdom’s Financial Services and Markets Xxx 0000 (“FSMA”) being referred to obtain the approval of the UK Financial Conduct Authority (“FCA”) of the change of control resulting from the transactions contemplated hereby (such approval, the “FCA Approval”as "Necessary Consents") and (hvii) subject such other consents, approvals, filings and registrations the failure of which to Section 6.1(j), obtain or make would not reasonably be expected to have a prospectus (Material Adverse Effect on UDS or a document containing information which is regarded by the FCA as being equivalent to that of a prospectus pursuant to the Prospectus Rules), if required, prepared in accordance with the Prospectus Rules under section 73A of FSMA being approved by the FCA (such document, a “Prospectus”)Surviving Corporation, no consents or approvals of or filings or registrations with any court supranational, national, state, municipal, local or foreign government, any instrumentality, subdivision, court, administrative agency or commission or other authority thereof, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority or instrumentality or multinational organization or SRO or supra-national authority (each each, a “"Governmental Entity”") are necessary in connection with (iA) the execution and delivery by the Company UDS of this Agreement or and (iiB) the consummation by the Company UDS of the Merger and the other transactions contemplated hereby. As used in by this Agreement, “SRO” means (A) any “self-regulatory organization” as defined in Section 3(a)(26) of the Exchange Act and (B) any other United States or foreign securities exchange, futures exchange, commodities exchange or contract market.

Consents and Approvals. Except for (a) the filing of applications, filings and notices, a notification under the HSR Act (as applicable, with the NYSE and the London Stock Exchange (the “LSE”defined in Section 6.1(b)), (b) the Company Stockholder Approval, (c) the filing with the Securities and Exchange Commission (the “"SEC”") of a joint proxy statement relating to (i) the meeting of Parent’s shareholders to be held for the purpose of obtaining the Requisite Parent Vote and the meeting of the Company’s stockholders to be held for the purpose of obtaining the Requisite Company Vote, in each case, in connection with this Agreement and the transactions contemplated hereby (including any amendments or supplements thereto, the “Joint Proxy Statement”/Prospectus (as defined in Section 6.1(a) hereof) and (ii) such reports under Sections 13(a), in definitive form, and of the registration statement on Form S-4 in which the Joint Proxy Statement (a “Joint Statement”13(d), will be included as a prospectus, to be filed with the SEC by Parent in connection with the transactions contemplated by this Agreement (the “S-4”13(g) and declaration 16(a) of effectiveness of the S-4, and such reports and filings under the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “"Exchange Act”"), as may be required in connection with this Agreement and the transactions contemplated hereunderhereby and the obtaining from the SEC of such orders as may be required in connection therewith, (cd) the consent of Sprint Communications Company, L.P., Sprint Spectrum L.P. and WirelessCo, L.P. (collectively, "Sprint PCS") required pursuant to the terms of the Company Sprint Agreements (as defined herein), (e) such filings, authorizations or approvals as may be set forth in Section 3.5 of the Company Disclosure Schedule, (f) the filing of the Certificate of Merger with the Delaware Secretary pursuant to under the DGCL, and (dg) the filing of any notices or other filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the “HSR Act”), and such other consents, approvals, filings or registrations, the failure of which to be made or obtained, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Company, no consents or approvals of, or filings or registrations as may be required under with, any antitrust court, agency or competition Laws of non-U.S. jurisdictions, commission or other governmental authority or instrumentality (eeach a "Governmental Entity") the applications, filings, consents and notices, as applicable, set forth in Section 3.4 of the Company Disclosure Schedule, (f) such filings and approvals as or with any third party are required to be made or obtained under by the securities Company or “Blue Sky” Laws any of various states its Subsidiaries in connection with the issuance of the shares of Parent Common Stock in connection with the Merger pursuant to this Agreement (“Parent Share Issuance”) and the approval of the listing of such Parent Common Stock on the NYSE, (g) the filings required in accordance with Part 12 of the United Kingdom’s Financial Services and Markets Xxx 0000 (“FSMA”) to obtain the approval of the UK Financial Conduct Authority (“FCA”) of the change of control resulting from the transactions contemplated hereby (such approval, the “FCA Approval”) and (h) subject to Section 6.1(j), a prospectus (or a document containing information which is regarded by the FCA as being equivalent to that of a prospectus pursuant to the Prospectus Rules), if required, prepared in accordance with the Prospectus Rules under section 73A of FSMA being approved by the FCA (such document, a “Prospectus”), no consents or approvals of or filings or registrations with any court or administrative agency or commission or other governmental or quasi-governmental authority or instrumentality or multinational organization or SRO or supra-national authority (each a “Governmental Entity”) are necessary in connection with (i) the execution and delivery by the Company of this Agreement or (ii) the consummation by the Company of the Merger and the other transactions contemplated hereby. As used in this Agreement, “SRO” means (A) any “self-regulatory organization” as defined in Section 3(a)(26) of the Exchange Act and (B) any other United States or foreign securities exchange, futures exchange, commodities exchange or contract market.

Consents and Approvals. Except for (a) the filing of any required applications, filings and notices, as applicable, with the NYSE NASDAQ or NYSE, and the London approval of the listing of the shares of BANC Common Stock Exchange (to be issued pursuant to this Agreement and the “LSE”)New BANC Preferred Stock on the NYSE, (b) the filing of any required applications, filings, certificates and notices, as applicable, with the Securities and Exchange Commission (Federal Reserve under the “SEC”) of a joint proxy statement relating BHC Act with respect to the meeting of Parent’s shareholders Mergers, the Federal Reserve Act with respect to be held for the purpose of obtaining the Requisite Parent Vote FRS Membership and the meeting Bank Merger Act with respect to the Bank Merger and approval or waiver of such applications, filings, certificates and notices, (c) the filing of applications, filings, certificates and notices, as applicable, with the CDFPI, and approval, exemption or waiver of such applications, filings, certificates and notices, (d) the filing with the SEC of (i) any filings that are necessary under the applicable requirements of the Company’s stockholders to be held for Exchange Act, including the purpose filing of obtaining the Requisite Company Vote, in each case, in connection with this Agreement and the transactions contemplated hereby (including any amendments or supplements thereto, the “Joint Proxy Statement”), in definitive form, and of (ii) the registration statement on Form S-4 in which the Joint Proxy Statement (a “Joint Statement”), will be included as a prospectus, to be filed with the SEC by Parent in connection with the transactions contemplated by this Agreement (the “S-4”) and declaration of effectiveness of the S-4, and such reports and filings under the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as may be required in connection with this Agreement and the transactions contemplated hereunder, (ce) the filing of the Certificate of Delaware Merger Certificates with the Delaware Secretary pursuant to the DGCLDGCL and filing of the Articles of Merger with the Maryland Department pursuant to the MGCL, (d) and the filing of any notices or other filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the “HSR Act”), Bank Merger Certificates and such other consents, approvals, filings or registrations as may be required under any antitrust or competition Laws of non-U.S. jurisdictions, (e) the applications, filings, consents and notices, as applicable, set forth in Section 3.4 of the Company Disclosure Schedule, (f) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” Laws laws of various states in connection with the issuance of the shares of Parent BANC Common Stock in connection with the Merger pursuant to this Agreement (“Parent Share Issuance”) and the approval of the listing of such Parent Common Stock on the NYSE, (g) the filings required in accordance with Part 12 of the United Kingdom’s Financial Services and Markets Xxx 0000 (“FSMA”) to obtain the approval of the UK Financial Conduct Authority (“FCA”) of the change of control resulting from the transactions contemplated hereby (such approval, the “FCA Approval”) and (h) subject to Section 6.1(j), a prospectus (or a document containing information which is regarded by the FCA as being equivalent to that of a prospectus pursuant to the Prospectus Rules), if required, prepared in accordance with the Prospectus Rules under section 73A of FSMA being approved by the FCA (such document, a “Prospectus”)Agreement, no consents or approvals of or filings or registrations with any court or administrative agency or commission or other governmental or quasi-governmental authority or instrumentality or multinational organization or SRO or supra-national authority (each a “Governmental Entity”) Entity are necessary in connection with (i) the execution and delivery by the Company BANC and Merger Sub of this Agreement or (ii) the consummation by the Company BANC and Merger Sub of the Merger and the other transactions contemplated herebyhereby (including the Bank Merger and the BANC Share Issuance). As used in this Agreement, “SRO” means (A) any “self-regulatory organization” as defined in Section 3(a)(26) of the Exchange Act date hereof, BANC has no knowledge of any reason why the necessary regulatory approvals and (B) any other United States or foreign securities exchangeconsents will not be received in order to permit consummation of the Mergers, futures exchange, commodities exchange or contract marketthe FRS Membership and the Bank Merger on a timely basis.

Consents and Approvals. Except No consent, approval, authorization, order, registration or qualification of or with any third party or any Governmental Entity is required for the distribution of the Rights, the sale, issuance and delivery of the Offered Shares upon exercise of the Rights (a) including the filing of applicationsInvestor Offered Shares and, filings and notices, as if applicable, with the NYSE Investor Over-Subscription Shares), the consummation of the Rights Offering, and the London Stock Exchange (execution and delivery by the “LSE”), (b) Company of the filing Transaction Agreements and performance of and compliance by the Company with all of the Securities and Exchange Commission (the “SEC”) of a joint proxy statement relating to the meeting of Parent’s shareholders to be held for the purpose of obtaining the Requisite Parent Vote provisions thereof and the meeting consummation of the Company’s stockholders to be held for the purpose of obtaining the Requisite Company Vote, in each case, in connection with this Agreement and the transactions contemplated hereby therein, except (including any amendments or supplements thereto, the “Joint Proxy Statement”), in definitive form, and of i) the registration statement on Form S-4 in which the Joint Proxy Statement (a “Joint Statement”), will be included as a prospectus, to be filed with the SEC by Parent in connection with the transactions contemplated by this Agreement (the “S-4”) and declaration of effectiveness of the S-4, and such reports and filings under the Securities Act of 1933the issuance of the Offered Shares (excluding any Investor Offered Shares and any Investor Over-Subscription Shares) pursuant to the exercise of Rights, as amended (the “Securities Act”)ii) such consents, approvals, authorizations, registrations or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), qualifications as may be required under state securities or “blue sky” laws in connection with this Agreement distribution of the Rights and the transactions contemplated hereunder, (c) the filing issuance of the Certificate of Merger with the Delaware Secretary Offered Shares (including any Investor Offered Shares and any Investor Over-Subscription Shares) pursuant to the DGCLexercise of Rights, (diii) the filing of any notices or if applicable, filings required under, and compliance with other filings under applicable requirements of, the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 1976, as amended, and the rules and regulations promulgated thereunder (the “HSR Act”), and such other consents, approvals, (iv) filings or registrations as may be required under any antitrust or competition Laws of non-U.S. jurisdictions, (e) with the applications, filings, consents and notices, as applicable, set forth in Section 3.4 of the Company Disclosure Schedule, (f) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” Laws of various states New York Stock Exchange in connection with the issuance listing of the Rights and the shares of Parent Common Stock to be issued in connection with the Merger Rights Offering and pursuant to this Agreement and (“Parent Share Issuance”v) and the approval registration of the listing of such Parent Common Stock on the NYSE, (g) the filings required in accordance with Part 12 resale of the United Kingdom’s Financial Services and Markets Xxx 0000 (“FSMA”) shares issued to obtain the approval of the UK Financial Conduct Authority (“FCA”) of the change of control resulting from the transactions contemplated hereby (such approval, the “FCA Approval”) and (h) subject to Section 6.1(j), a prospectus (or a document containing information which is regarded by the FCA as being equivalent to that of a prospectus Investors pursuant to the Prospectus Rules), if required, prepared in accordance with the Prospectus Rules under section 73A of FSMA being approved by the FCA (such document, a “Prospectus”), no consents or approvals of or filings or registrations with any court or administrative agency or commission or other governmental or quasi-governmental authority or instrumentality or multinational organization or SRO or supra-national authority (each a “Governmental Entity”) are necessary in connection with (i) the execution and delivery by the Company of this Agreement or (ii) the consummation by the Company of the Merger and the other transactions contemplated hereby. As used in this Agreement, including such “SROblue sky” means (A) any “self-regulatory organization” consents, approval authorizations, registrations or qualifications as defined in Section 3(a)(26) of the Exchange Act and (B) any other United States may be necessary or foreign securities exchange, futures exchange, commodities exchange or contract marketappropriate.

Consents and Approvals. Except for (ai) filings of applications and notices with, receipt of approvals or no objections from, and the filing expiration of applicationsrelated waiting periods required by, federal and state banking authorities, including filings and notices, as applicable, notices with the NYSE Federal Reserve, the FDIC, the NJ Department and the London Stock Exchange (the “LSE”)OCC, (bii) the filing with the Securities and Exchange Commission (the “SEC”) SEC of a joint proxy statement Joint Proxy Statement-Prospectus in definitive form relating to the meeting of Parent’s shareholders to be held for the purpose of obtaining the Requisite Parent Vote and the meeting meetings of the Company’s and Purchaser’s stockholders to be held for the purpose of obtaining the Requisite Company Vote, in each case, in connection with this Agreement and the transactions contemplated hereby (including any amendments or supplements thereto, the “Joint Proxy Statement”), in definitive form, and of the registration statement on Form S-4 Registration Statement in which the Joint Proxy Statement (a “Joint Statement”), such proxy statement will be included as a prospectus, to be filed with the SEC by Parent in connection with the transactions contemplated by this Agreement (the “S-4”) and declaration of effectiveness of the S-4, and such reports and filings under the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as may be required in connection with this Agreement and the transactions contemplated hereunderRegistration Statement, (ciii) the filing of the Certificate Articles of Merger with the Delaware Secretary Maryland Department pursuant to the DGCLMGCL, (d) the filing of any notices or other filings under a certificate for the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act Bank Merger with the NJ Department and the filing of 1976 a notice for the Bank Merger with the OCC, (iv) filing with The Nasdaq Stock Market LLC of a notification of the “HSR Act”)listing of the shares of Purchaser Common Stock to be issued in the Merger, and such other consents, approvals, filings or registrations as may be required under any antitrust or competition Laws of non-U.S. jurisdictions, (e) the applications, filings, consents and notices, as applicable, set forth in Section 3.4 of the Company Disclosure Schedule, (fv) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” Laws laws of various states in connection with the issuance of the shares of Parent Purchaser Common Stock in connection with the Merger pursuant to this Agreement (“Parent Share Issuance”) and the approval of the listing of such Parent Common Stock on the NYSE, (g) the filings required in accordance with Part 12 of the United Kingdom’s Financial Services and Markets Xxx 0000 (“FSMA”) to obtain the approval of the UK Financial Conduct Authority (“FCA”) of the change of control resulting from the transactions contemplated hereby (such approval, the “FCA Approval”) and (h) subject to Section 6.1(j), a prospectus (or a document containing information which is regarded by the FCA as being equivalent to that of a prospectus pursuant to the Prospectus Rules), if required, prepared in accordance with the Prospectus Rules under section 73A of FSMA being approved by the FCA (such document, a “Prospectus”)Agreement, no consents or approvals of of, or filings or registrations with with, any court Governmental Entity or administrative agency any third party are required to be made or commission or other governmental or quasi-governmental authority or instrumentality or multinational organization or SRO or supra-national authority (each a “Governmental Entity”) are necessary obtained by the Company in connection with (i) the execution and delivery by the Company of this Agreement or (ii) the consummation by the Company of the Merger and the other transactions contemplated hereby. As used in by this Agreement, “SRO” means (Aincluding the Bank Merger. As of the date hereof, the Company has no Knowledge of any reason pertaining to the Company why any of the approvals referred to in this Section 3.2(f) should not be obtained without the imposition of any “self-regulatory organization” as defined material condition or restriction described in Section 3(a)(26) of the Exchange Act and (B) any other United States or foreign securities exchange, futures exchange, commodities exchange or contract market6.2(e).

Consents and Approvals. Except for (ai) any notices required to be filed under the filing of applications, filings and notices, as applicable, with the NYSE and the London Stock Exchange (the “LSE”)HSR Act, (bii) the filing with the Securities and Exchange European Commission (the “SEC”) of a joint proxy statement relating to merger notification in accordance with the meeting of Parent’s shareholders to be held for ECMR, (iii) the purpose of obtaining the Requisite Parent Vote and the meeting applicable requirements of the Company’s stockholders to be held for the purpose competent authority of obtaining the Requisite Company Vote, in each case, in connection with this Agreement and the transactions contemplated hereby (including any amendments or supplements thereto, the “Joint Proxy Statement”), in definitive form, and member state of the registration statement on Form S-4 in European Economic Area to which the Joint Proxy Statement (a “Joint Statement”), will be included as a prospectus, to be filed with the SEC by Parent in connection with any of the transactions contemplated by this Agreement is referred pursuant to Article 9 of the ECMR, (iv) the “S-4”applicable requirements of Antitrust Laws of jurisdictions other than the United States and the European Union or of investment laws relating to foreign ownership, (v) the approval of the listing of the Seagate Common Stock to be issued in the Merger on the NYSE, (vi) the filing with the SEC of the Joint Proxy Statement/Prospectus and the filing and declaration of effectiveness of the S-4, and such reports any related filings or approvals under applicable state securities laws and filings under the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as may be required in connection with this Agreement and the transactions contemplated hereunderblue sky” laws, (cvii) the filing of the Certificate of Merger with the Delaware Secretary pursuant to the DGCL, (dviii) the filing of any notices or other filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the “HSR Act”), and such other consents, approvals, filings or registrations as may be required under any antitrust or competition Laws of non-U.S. jurisdictions, (e) the applications, filings, consents and notices, as applicable, set forth in Section 3.4 approval of the Company Disclosure Schedule, (f) such filings and approvals as are required to be made or obtained under Seagate Share Issuance by the securities or “Blue Sky” Laws of various states in connection with the issuance a majority of the shares of Parent Seagate Common Stock represented and voting at a meeting of the stockholders of Seagate called for such purpose, (ix) the adoption of the agreement of merger (within the meaning of Section 251 of the DGCL) contained in connection with the Merger pursuant to this Agreement by Seagate as the sole stockholder of Merger Sub, and (“Parent Share Issuance”) and the approval of the listing of such Parent Common Stock on the NYSE, (gx) the filings required in accordance with Part 12 consents and approvals of the United Kingdom’s Financial Services and Markets Xxx 0000 (“FSMA”) to obtain the approval of the UK Financial Conduct Authority (“FCA”) of the change of control resulting from the transactions contemplated hereby (such approvalthird parties which are not Governmental Entities, the “FCA Approval”) and (h) subject failure of which to Section 6.1(j)be obtained would not reasonably be expected to have, individually or in the aggregate, a prospectus (or a document containing information which is regarded by the FCA as being equivalent to that of a prospectus pursuant to the Prospectus Rules), if required, prepared in accordance with the Prospectus Rules under section 73A of FSMA being approved by the FCA (such document, a “Prospectus”)Material Adverse Effect on Seagate, no consents or approvals of of, or filings or registrations with with, any court Governmental Entity or administrative agency or commission or other governmental or quasi-governmental authority or instrumentality or multinational organization or SRO or supra-national authority (each a “Governmental Entity”) any third party are necessary in connection with (iA) the execution and delivery by the Company Seagate of this Agreement or and (iiB) the consummation by the Company Seagate of the Merger and the other transactions contemplated hereby. As used in this Agreement, “SRO” means (A) any “self-regulatory organization” as defined in Section 3(a)(26) of the Exchange Act and (B) any other United States or foreign securities exchange, futures exchange, commodities exchange or contract market.

Consents and Approvals. Except for (a) the filing filings of applications, filings applications and notices, as applicable, with the NYSE state insurance authorities set forth in Section 3.4 of the Company Disclosure Schedule, and the London Stock Exchange (the “LSE”)approval of such applications and notices, (b) the filing of any required applications with the Securities and Exchange Commission Federal Deposit Insurance Corporation (the “SECFDIC”), the California Department of Financial Institutions, and any other federal, foreign or state banking, consumer finance, insurance or other foreign, federal or state insurance or other regulatory, self-regulatory or enforcement authorities or any courts, administrative agencies or commissions or other governmental authorities or instrumentalities (each a “Governmental Entity”) set forth in Section 3.4 of the Company Disclosure Schedule, and approval of or non-objection to such applications, filings and notices (the items described in clauses (a) and (b), the “Regulatory Approvals”), (c) the filing with the SEC of a joint proxy statement Proxy Statement in definitive form relating to the meeting of ParentCompany’s shareholders to be held for the purpose of obtaining the Requisite Parent Vote and the meeting of the Company’s stockholders to be held for the purpose of obtaining the Requisite Company Vote, in each case, in connection with this Agreement and the transactions contemplated hereby by this Agreement (including any amendments or supplements thereto, the “Joint Proxy Statement”), in definitive form, ) and of the a registration statement on Form S-4 (the “Form S-4”) in which the Joint Proxy Statement (a “Joint Statement”), will be included as a prospectus, to be filed with the SEC by Parent in connection with the transactions contemplated by this Agreement (the “S-4”) and declaration of effectiveness of the S-4, and such reports and filings under the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as may be required in connection with this Agreement Form S-4 and the transactions contemplated hereunder, (c) the filing and effectiveness of the Certificate of Merger with the Delaware Secretary pursuant to the DGCLregistration statement contemplated by Section 1.5(i), (d) the filing of the Articles of Merger with the SCC pursuant to the VSCA, (e) any notices or other filings required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 1976, as amended (the “HSR Act”), ) and such other consents, approvals, filings or registrations as may be required under the antitrust laws and regulations of any antitrust or competition Laws of non-U.S. jurisdictions, (e) the applications, filings, consents foreign jurisdiction and notices, as applicable, set forth in Section 3.4 of the Company Disclosure Schedule, (f) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” Laws laws of various states in connection with the issuance of the shares of Parent Common Stock in connection with the Merger pursuant to this Agreement (“Parent Share Issuance”) and the approval of the listing of such Parent Common Stock on the NYSE, (g) the filings required in accordance with Part 12 of the United Kingdom’s Financial Services and Markets Xxx 0000 (“FSMA”) to obtain the approval of the UK Financial Conduct Authority (“FCA”) of the change of control resulting from the transactions contemplated hereby (such approval, the “FCA Approval”) and (h) subject to Section 6.1(j), a prospectus (or a document containing information which is regarded by the FCA as being equivalent to that of a prospectus pursuant to the Prospectus Rules), if required, prepared in accordance with the Prospectus Rules under section 73A of FSMA being approved by the FCA (such document, a “Prospectus”), no consents or approvals of or filings or registrations with any court or administrative agency or commission or other governmental or quasi-governmental authority or instrumentality or multinational organization or SRO or supra-national authority (each a “Governmental Entity”) Entity are necessary in connection with (i) the execution and delivery by the Company of this Agreement or (ii) the consummation by the Company of the Merger and the other transactions contemplated hereby. As used in by this Agreement, “SRO” means (A) . No consents or approvals of or filings or registrations with any “self-regulatory organization” as defined Governmental Entity are necessary in Section 3(a)(26) connection with the execution and delivery by Company of the Exchange Act and (B) any other United States or foreign securities exchange, futures exchange, commodities exchange or contract marketthis Agreement.

Consents and Approvals. Except for (ai) filings of applications and notices with, receipt of approvals or no objections from, and the filing expiration of applicationsrelated waiting periods required by, federal and state banking authorities, including filings and notices, as applicable, notices with the NYSE Federal Reserve, the FDIC, the NJ Department and the London Stock Exchange (the “LSE”)OCC, (bii) the filing with the Securities and Exchange Commission (the “SEC”) SEC of a joint proxy statement Joint Proxy Statement-Prospectus in definitive form relating to the meeting of Parent’s shareholders to be held for the purpose of obtaining the Requisite Parent Vote and the meeting meetings of the Company’s and Purchaser’s stockholders to be held for the purpose of obtaining the Requisite Company Vote, in each case, in connection with this Agreement and the transactions contemplated hereby (including any amendments or supplements thereto, the “Joint Proxy Statement”), in definitive form, and of the registration statement on Form S-4 Registration Statement in which the Joint Proxy Statement (a “Joint Statement”), such proxy statement will be included as a prospectus, to be filed with the SEC by Parent in connection with the transactions contemplated by this Agreement (the “S-4”) and declaration of effectiveness of the S-4, and such reports and filings under the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as may be required in connection with this Agreement and the transactions contemplated hereunderRegistration Statement, (ciii) the filing of the Certificate Articles of Merger with the Delaware Secretary Maryland Department pursuant to the DGCLMGCL, (d) the filing of any notices or other filings under a certificate for the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act Bank Merger with the NJ Department and the filing of 1976 a notice for the Bank Merger with the OCC, (iv) filing with The Nasdaq Stock Market LLC of a notification of the “HSR Act”)listing of the shares of Purchaser Common Stock to be issued in the Merger, and such other consents, approvals, filings or registrations as may be required under any antitrust or competition Laws of non-U.S. jurisdictions, (e) the applications, filings, consents and notices, as applicable, set forth in Section 3.4 of the Company Disclosure Schedule, (fv) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” Laws laws of various states in connection with the issuance of the shares of Parent Purchaser Common Stock in connection with the Merger pursuant to this Agreement (“Parent Share Issuance”) and the approval of the listing of such Parent Common Stock on the NYSE, (g) the filings required in accordance with Part 12 of the United Kingdom’s Financial Services and Markets Xxx 0000 (“FSMA”) to obtain the approval of the UK Financial Conduct Authority (“FCA”) of the change of control resulting from the transactions contemplated hereby (such approval, the “FCA Approval”) and (h) subject to Section 6.1(j), a prospectus (or a document containing information which is regarded by the FCA as being equivalent to that of a prospectus pursuant to the Prospectus Rules), if required, prepared in accordance with the Prospectus Rules under section 73A of FSMA being approved by the FCA (such document, a “Prospectus”)Agreement., no consents or approvals of of, or filings or registrations with with, any court Governmental Entity or administrative agency any third party are required to be made or commission or other governmental or quasi-governmental authority or instrumentality or multinational organization or SRO or supra-national authority (each a “Governmental Entity”) are necessary obtained in connection with (i) the execution and delivery by the Company Purchaser of this Agreement or (ii) the consummation by the Company Purchaser of the Merger and the other transactions contemplated hereby. As used in by this Agreement, “SRO” means (Aincluding the Bank Merger. As of the date hereof, Purchaser has no Knowledge of any reason pertaining to Purchaser why any of the approvals referred to in this Section 3.3(f) should not be obtained without the imposition of any “self-regulatory organization” as defined material condition or restriction described in Section 3(a)(26) of the Exchange Act and (B) any other United States or foreign securities exchange, futures exchange, commodities exchange or contract market6.2(e).

Consents and Approvals. Except for (ai) the filing of applications, filings and notices, as applicable, with the NYSE and Board of Governors of the London Stock Exchange Federal Reserve System (the “LSEFederal Reserve Board”)) under the BHC Act and the Office of the Superintendent of Financial Institutions (Canada) (“OSFI”) under the Bank Act (Canada) and approval of such applications, filings and notices, (bii) the filing of any required applications, filings or notices, as applicable, with the Financial Industry Regulatory Authority (“FINRA”) and the approval of such applications, filings and notices, (iii) the filing with the Securities and Exchange Commission (the “SEC”) of a joint proxy statement in definitive form relating to the meeting of Parent’s shareholders to be held for the purpose of obtaining the Requisite Parent Vote and the meeting of the Company’s stockholders to be held for the purpose of obtaining the Requisite Company Vote, in each case, in connection with this Agreement and the transactions contemplated hereby (including any amendments or supplements thereto, the “Joint Proxy Statement”), in definitive form, and of the registration statement on Form S-4 F-4 in which the Joint Proxy Statement (a “Joint Statement”), will be included as a prospectus, to be filed with the SEC by Parent in connection with the transactions contemplated by this Agreement (the “S-4F-4”) and declaration of effectiveness of the S-4, and such reports and filings under the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as may be required in connection with this Agreement and the transactions contemplated hereunderF-4, (civ) the filing of the Certificate of Merger with the Delaware Secretary pursuant to the DGCL, (dv) the filing of any notices or other filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 1976, as amended (the “HSR Act”), and such other consents, approvals, filings or registrations as may be (vi) the receipt of the FDIC’s consent required under any antitrust loss sharing agreement between Company or competition Laws any of non-U.S. jurisdictionsits Subsidiaries and the FDIC, (e) the applications, filings, consents and notices, as applicable, set forth in Section 3.4 of the Company Disclosure Schedule, (fvii) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” Laws laws of various states in connection with the issuance of the shares of Parent Common Stock in connection with the Merger Shares pursuant to this Agreement and (“Parent Share Issuance”viii) and the approval of the listing of such Parent Common Stock Shares and the New Parent Preferred Shares on the NYSE, (g) the filings required in accordance with Part 12 of the United Kingdom’s Financial Services and Markets Xxx 0000 New York Stock Exchange (“FSMANYSE”) to obtain and, in the approval case of the UK Financial Conduct Authority (“FCA”) of the change of control resulting from the transactions contemplated hereby (such approvalParent Common Shares only, the Toronto Stock Exchange (the “FCA Approval”) and (h) subject to Section 6.1(j), a prospectus (or a document containing information which is regarded by the FCA as being equivalent to that of a prospectus pursuant to the Prospectus Rules), if required, prepared in accordance with the Prospectus Rules under section 73A of FSMA being approved by the FCA (such document, a “ProspectusTSX”), no consents or approvals of or filings or registrations with any court or administrative agency or commission or other governmental or quasi-governmental authority or instrumentality or multinational organization or SRO or supra-national authority (each a “Governmental Entity”) are necessary in connection with (iA) the execution and delivery by the Company of this Agreement or (iiB) the consummation by the Company of the Merger and the other transactions contemplated hereby. As used in this Agreement, “SRO” means (Ax) any “self-self regulatory organization” as defined in Section 3(a)(26) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and (By) any other United States or foreign securities exchange, futures exchange, commodities exchange or contract market. As of the date hereof, Company is not aware of any reason why the necessary regulatory approvals and consents will not be received in order to permit consummation of the Merger on a timely basis.

Consents and Approvals. Except for (ai) the filing of applications, filings a notification and notices, as applicable, with report form under the NYSE HSR Act and the London Stock Exchange termination or expiration of the waiting period under the HSR Act, (ii) the filing of any other required applications or notices with any state or foreign agencies and approval of such applications and notices (the “LSE”"Other Approvals"), (biii) the filing with the Securities and Exchange Commission (the “SEC”) SEC of a joint proxy statement statement/prospectus relating to the meeting of Parent’s shareholders matters to be held for submitted to Xxxxxxxx'x stockholders at the purpose of obtaining the Requisite Parent Vote Xxxxxxxx Stockholders Meeting and the meeting of the Company’s stockholders matters to be held for submitted to Tosco's stockholders at the purpose of obtaining the Requisite Company VoteTosco Stockholders Meeting (such joint proxy statement/prospectus, in each case, in connection with this Agreement and the transactions contemplated hereby (including any amendments or supplements thereto, the “"Joint Proxy Statement”), in definitive form, /Prospectus") and of the a registration statement on Form S-4 with respect to the issuance of Xxxxxxxx Common Stock in which the Joint Proxy Statement Merger (a “Joint Statement”), will be included as a prospectus, to be filed with the SEC by Parent in connection with the transactions contemplated by this Agreement (the “S-4”) and declaration of effectiveness of the such Form S-4, and such reports and filings under any amendments or supplements thereto, the Securities Act of 1933, as amended (the “Securities Act”"Form S-4"), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as may be required in connection with this Agreement and the transactions contemplated hereunder, (civ) the filing of the Certificate Nevada Articles of Merger with the Delaware Secretary pursuant to the DGCLMerger, (dv) the filing of any notices or other filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the “HSR Act”)consents, and such other consentsauthorizations, approvals, filings or registrations as may be required under any antitrust or competition Laws exemptions in connection with compliance with the rules of non-U.S. jurisdictionsthe NYSE, (e) the applications, filings, consents and notices, as applicable, set forth in Section 3.4 of the Company Disclosure Schedule, (fvi) such filings and approvals as are required to be made or obtained under the securities or “"Blue Sky” Laws " laws of various states in connection with the issuance of the shares of Parent Xxxxxxxx Common Stock in connection with the Merger pursuant to this Agreement (“Parent Share Issuance”the consents, approvals, filings and registration required under or in relation to the foregoing clauses (ii) and the approval of the listing of such Parent Common Stock on the NYSE, though (gvi) the filings required in accordance with Part 12 of the United Kingdom’s Financial Services and Markets Xxx 0000 (“FSMA”) being referred to obtain the approval of the UK Financial Conduct Authority (“FCA”) of the change of control resulting from the transactions contemplated hereby (such approval, the “FCA Approval”as "Necessary Consents") and (hvii) subject such other consents, approvals, filings and registrations the failure of which to Section 6.1(j), obtain or make would not reasonably be expected to have a prospectus (or a document containing information which is regarded by the FCA as being equivalent to that of a prospectus pursuant to the Prospectus Rules), if required, prepared in accordance with the Prospectus Rules under section 73A of FSMA being approved by the FCA (such document, a “Prospectus”)Material Adverse Effect on Tosco, no consents or approvals of or filings or registrations with any court supranational, national, state, municipal, local or foreign government, any instrumentality, subdivision, court, administrative agency or commission or other authority thereof, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority or instrumentality or multinational organization or SRO or supra-national authority (each each, a “"Governmental Entity”") are necessary in connection with (iA) the execution and delivery by the Company Tosco of this Agreement or and (iiB) the consummation by the Company Tosco of the Merger and the other transactions contemplated hereby. As used in by this Agreement, “SRO” means (A) any “self-regulatory organization” as defined in Section 3(a)(26) of the Exchange Act and (B) any other United States or foreign securities exchange, futures exchange, commodities exchange or contract market.

Consents and Approvals. Except for (ai) the filing of the requisite Supplemental Listing Application and any other required applications, filings and notices, as applicable, with the NYSE NYSE, and the London approval of the listing of the shares of Voting Common Stock Exchange and shares of Voting Common Stock (A) issued hereunder and (B) to be issued upon the “LSE”)conversion of the Non-Voting Common Equivalent Stock (I) that shall be issuable pursuant hereto and (II) for which the Warrant may be exercised, (bii) the filing with the Securities and SEC of any filings that are necessary under the applicable requirements of the Exchange Commission (Act, including the “SEC”) filing of a the joint proxy statement statement/prospectus in definitive form relating to the meeting of Parent’s shareholders to be held for the purpose of obtaining the Requisite Parent Vote and the meeting of the Company’s stockholders to be held for the purpose of obtaining the Requisite Company Vote, in each case, in connection with this Agreement and the transactions contemplated hereby (including any amendments or supplements thereto, the “Joint Proxy Statement”), in definitive form, and of the registration statement on Form S-4 in which the Joint Proxy Statement (a “Joint Statement”), will be included as a prospectus, to be filed with the SEC by Parent in connection with the transactions contemplated by this Agreement (the “S-4”) and declaration of effectiveness of the S-4, and such reports and filings under the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as may be required in connection with this Agreement and the transactions contemplated hereunderStockholders Meeting, (ciii) the filing of the Certificate of Merger Articles Supplementary with the Delaware Secretary pursuant to the DGCL, Maryland Department of State and (d) the filing of any notices or other filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the “HSR Act”), and such other consents, approvals, filings or registrations as may be required under any antitrust or competition Laws of non-U.S. jurisdictions, (e) the applications, filings, consents and notices, as applicable, set forth in Section 3.4 of the Company Disclosure Schedule, (fiv) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” Laws laws of various states in connection with the issuance of the shares of Parent Common Stock in connection with the Merger pursuant to this Agreement (“Parent Company Share Issuance”) and the approval of the listing of such Parent Common Stock on the NYSE, (g) the filings required in accordance with Part 12 of the United Kingdom’s Financial Services and Markets Xxx 0000 (“FSMA”) to obtain the approval of the UK Financial Conduct Authority (“FCA”) of the change of control resulting from the transactions contemplated hereby (such approval, the “FCA Approval”) and (h) subject to Section 6.1(j), a prospectus (or a document containing information which is regarded by the FCA as being equivalent to that of a prospectus pursuant to the Prospectus Rules), if required, prepared in accordance with the Prospectus Rules under section 73A of FSMA being approved by the FCA (such document, a “Prospectus”), no consents or approvals of or filings or registrations with any court or administrative agency or commission or other governmental or quasi-governmental authority or instrumentality or multinational organization or SRO or supra-national authority (each a “Governmental Entity”) Entity are necessary in connection with (iA) the execution and delivery by the Company Purchaser of this Agreement or (iiB) the consummation by the Company of the Merger Share Issuance and the other transactions contemplated hereby. As used in this Agreementof the date hereof, “SRO” means (A) Purchaser has no knowledge of any “self-reason why the necessary regulatory organization” as defined approvals and consents, or satisfaction of the condition set forth in Section 3(a)(26) 1.2(b)(i)(3), will not be received or satisfied, as applicable, in order to permit consummation of the Exchange Act Company Share Issuance and (B) any the other United States or foreign securities exchange, futures exchange, commodities exchange or contract markettransactions contemplated hereby.

Consents and Approvals. Except for (ai) the filing of applications, filings and notices, as applicable, with the NYSE and the London Stock Exchange (the “LSE”), (b) the filing with the Securities and Exchange Commission (the “SEC”) of a joint proxy statement relating to the meeting of Parent’s shareholders to be held for the purpose of obtaining the Requisite Parent Vote and the meeting any applicable requirements of the Company’s stockholders to be held for the purpose of obtaining the Requisite Company Vote, in each case, in connection with this Agreement and the transactions contemplated hereby (including any amendments or supplements thereto1933 Act, the “Joint Proxy Statement”)1934 Act, in definitive formstate securities laws, and of the registration statement on Form S-4 in which the Joint Proxy Statement (a “Joint Statement”), will be included as a prospectus, to be filed with the SEC by Parent in connection with the transactions contemplated by this Agreement (the “S-4”) and declaration of effectiveness of the S-4, and such reports and filings under the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as may be required in connection with this Agreement and the transactions contemplated hereunder, (c) the filing of the Certificate of Merger with the Delaware Secretary pursuant to the DGCL, (d) the filing of any notices or other filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 and the regulations thereunder (the “"HSR Act”"), and such other consentsthe antitrust, approvalscompetition, foreign investment, or similar laws of any foreign countries or supranational commissions or boards that require pre-merger notifications or filings or registrations as may be required under any antitrust or competition Laws of non-U.S. jurisdictionswith respect to the Merger (collectively, "Foreign Merger Laws"), (eii) approval by the Company's shareholders, (iii) the applicationsfiling and recordation of appropriate merger documents as required by the MBCA, filings, consents (iv) compliance with Sections 302A.471 and notices, as applicable, set forth in Section 3.4 302A.473 of the Company MBCA regarding dissenters' rights, or (v) any items disclosed on the Disclosure Schedule, (f) such filings the execution and approvals as are required delivery of this Agreement and the Stock Option Agreement by the Company, and, to be made or obtained under the securities or “Blue Sky” Laws of various states in connection with Company's knowledge, the issuance execution and delivery of the shares of Parent Common Stock in connection with the Merger pursuant Agreements to this Agreement (“Parent Share Issuance”) Facilitate Merger, and the approval consummation of the listing of such Parent Common Stock on the NYSE, (g) the filings required in accordance with Part 12 of the United Kingdom’s Financial Services and Markets Xxx 0000 (“FSMA”) to obtain the approval of the UK Financial Conduct Authority (“FCA”) of the change of control resulting from the transactions contemplated hereby and thereby will not: (such approvala) violate any provision of the Articles of Incorporation or Bylaws of the Company or any Subsidiary; (b) violate any statute, rule, regulation, order, or decree of any federal, state, local, or foreign body or authority (including, but not limited to, the “FCA Approval”Food and Drug Administration (the "FDA") and (h) subject to Section 6.1(j), a prospectus (or a document containing information which is regarded by the FCA as being equivalent to that of a prospectus pursuant to the Prospectus Rules), if required, prepared in accordance with the Prospectus Rules under section 73A of FSMA being approved by the FCA (such document, a “Prospectus”), no consents or approvals of or filings or registrations with any court or administrative agency or commission or other governmental or quasi-governmental authority or instrumentality or multinational organization or SRO or supra-national authority (each a “Governmental Entity”) are necessary in connection with (i) the execution and delivery by the Company of this Agreement or (ii) the consummation by the Company of the Merger and the other transactions contemplated hereby. As used in this Agreement, “SRO” means (A) any “nongovernmental self-regulatory organization” agency) by which the Company or any Subsidiary or any of their respective properties or assets may be bound; (c) require any filing with or permit, consent, or approval of any federal, state, local, or foreign public body or authority (including, but not limited to, the FDA or any nongovernmental self-regulatory agency); or (d) result in any violation or breach of, or constitute (with or without due notice or lapse of time or both) a default under, result in the loss of any material benefit under, or give rise to any right of termination, cancellation, increased payments, or acceleration under, or result in the creation of any Lien (as defined in Section 3(a)(263.15) on any of the Exchange Act properties or assets of the Company or any Subsidiary under, any of the terms, conditions, or provisions of any note, bond, mortgage, indenture, license, franchise, permit, authorization, agreement, or other instrument or obligation to which the Company or any Subsidiary is a party, or by which it or any of its properties or assets may be bound, except, (x) in the cases of clauses (b) or (c), where such violation, failure to make any such filing or failure to obtain such permit, consent or approval, would not prevent or delay consummation of this Merger or otherwise prevent the Company from performing its obligations under this Agreement and would not have a Company Material Adverse Effect, and (By) in the case of clause (d), for any such violations, breaches, defaults, or other United States occurrences that would not prevent or foreign securities exchangedelay consummation of any of the transactions contemplated hereby in any material respect, futures exchangeor otherwise prevent the Company from performing its obligations under this Agreement in any material respect, commodities exchange or contract marketand would not have a Company Material Adverse Effect.

Consents and Approvals. Except for (ai) the filing approval of applications, filings and notices, as applicable, with the NYSE and Merger by the London Stock Exchange Office of Thrift Supervision (the “LSEOTS”), (bii) the filing with the Securities and Exchange Commission (the “SEC”) of a joint proxy statement relating to the meeting of Parent’s shareholders to be held for the purpose of obtaining the Requisite Parent Vote and the meeting of the Company’s stockholders to be held for the purpose of obtaining the Requisite Company Vote, in each case, in connection with this Agreement and the transactions contemplated hereby (including any amendments or supplements thereto, the “Joint Proxy Statement”), in definitive form, and of the registration statement on Form S-4 in which the Joint Proxy Statement (a “Joint Statement”as hereinafter defined), will other filings or approvals as may be included as a prospectus, to be filed with the SEC by Parent in connection with the transactions contemplated by this Agreement (the “S-4”) and declaration of effectiveness of the S-4, and such reports and filings required under the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as may be required in connection with this Agreement and the transactions contemplated hereunder) or applicable state securities laws, (ciii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware Secretary pursuant to the DGCL, (div) the filing of ICBC Stockholder Approval, (v) any notices or other filings under the XxxxHxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 1976, as amended (the “HSR Act”), and such other consents, approvals, filings or registrations as may be required under any antitrust or competition Laws of non-U.S. jurisdictions, (evi) the applications, filings, consents and notices, as applicable, approvals set forth in Section 3.4 4.5 of the Company ICBC Disclosure Schedule, (f) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” Laws of various states in connection with the issuance of the shares of Parent Common Stock in connection with the Merger pursuant to this Agreement (“Parent Share Issuance”) and the approval of the listing of such Parent Common Stock on the NYSE, (g) the filings required in accordance with Part 12 of the United Kingdom’s Financial Services and Markets Xxx 0000 (“FSMA”) to obtain the approval of the UK Financial Conduct Authority (“FCA”) of the change of control resulting from the transactions contemplated hereby (such approval, the “FCA Approval”) and (h) subject to Section 6.1(j), a prospectus (or a document containing information which is regarded by the FCA as being equivalent to that of a prospectus pursuant to the Prospectus Rules), if required, prepared in accordance with the Prospectus Rules under section 73A of FSMA being approved by the FCA (such document, a “Prospectus”), no consents or approvals of of, or filings or registrations with with, any court or court, administrative agency or commission or other governmental or quasi-governmental authority or instrumentality or multinational self-regulatory organization or SRO or supra-national authority (each each, a “Governmental Entity”) or with any other third party are necessary in connection with (iA) the execution and delivery by the Company ICBC of this Agreement or and (iiB) the consummation by the Company ICBC of the Merger and the other transactions contemplated hereby. As used in of the date of this Agreement, “SRO” means ICBC does not know of any reason why any Requisite Regulatory Approval (Aas hereinafter defined) any “self-regulatory organization” as defined in Section 3(a)(26) of should not be obtained on a timely basis, or will be received with conditions, limitations or restrictions that would reasonably be expected to adversely impact ICBC’s ability to complete the Exchange Act and (B) any other United States or foreign securities exchange, futures exchange, commodities exchange or contract markettransactions contemplated by this Agreement.

Consents and Approvals. Except No consent, approval, clearance, waiver, Permit or order (“Consent”) of or from, or filings or registrations with, any federal, national, state, provincial or local government or any court of competent jurisdiction, administrative agency or commission or other governmental authority or instrumentality or self-regulatory organization of competent jurisdiction (each a “Governmental Entity”) or with any third Person are necessary in connection with the execution and delivery by the Company of this Agreement or the consummation by the Company of the transactions contemplated hereby or thereby, including the Merger, except for (a) the filing of applications, filings and notices, as applicable, with the NYSE and the London Stock Exchange (the “LSE”), (b) the filing with the Securities and Exchange Commission (the “SEC”) of a joint proxy statement relating to the meeting of Parent’s shareholders to be held for the purpose of obtaining the Requisite Parent Vote and the meeting of the Company’s stockholders to be held for the purpose of obtaining the Requisite Company Vote, in each case, in connection with this Agreement and the transactions contemplated hereby (including any amendments or supplements thereto, the “Joint Proxy Statement”), in definitive form, and of the registration statement on Form S-4 in which the Joint Proxy Statement (a “Joint Statement”), will be included as a prospectus, notices required to be filed with the SEC by Parent in connection with the transactions contemplated by this Agreement (the “S-4”) and declaration of effectiveness of the S-4, and such reports and filings under the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as may be required in connection with this Agreement and the transactions contemplated hereunder, (c) the filing of the Certificate of Merger with the Delaware Secretary pursuant to the DGCL, (d) the filing of any notices or other filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 1976, as amended (the “HSR Act”), (b) the Consents from, or registrations, declarations, notices or filings made to or with the Federal Communications Commission (the “FCC”) or any Governmental Entity (including any state or local public service or public utilities commission or other similar state or local regulatory bodies (collectively, the “State Regulators”) and such local cable franchise authorities) (other consentsthan with respect to securities, approvalsantitrust, filings competition, trade regulation or registrations similar laws), in each case as may be required under in connection with this Agreement, the Merger or the other transactions contemplated by this Agreement and are required in with respect to mergers, business combinations or changes in control of telecommunications companies generally, (c) the filing with the SEC of the Proxy Statement/Prospectus (as hereinafter defined), an amendment to the Company’s Registration Statement on Form 8-A with respect to the Rights Agreement Amendment, as well as any antitrust other filings required to be made with the SEC pursuant to the Securities Act or competition Laws the Exchange Act, (d) the filing of non-U.S. jurisdictions, the Articles of Merger with the Minnesota Secretary pursuant to the MBCA and (e) the applications, filings, consents and notices, except as applicable, set forth in Section 3.4 4.4 of the Company Disclosure Schedule, (f) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” Laws of various states in connection with the issuance of the shares of Parent Common Stock in connection with the Merger pursuant to this Agreement (“Parent Share Issuance”) and the approval of the listing of such Parent Common Stock on the NYSE, (g) the filings required in accordance with Part 12 of the United Kingdom’s Financial Services and Markets Xxx 0000 (“FSMA”) to obtain the approval of the UK Financial Conduct Authority (“FCA”) of the change of control resulting from the transactions contemplated hereby (such approval, the “FCA Approval”) and (h) subject to Section 6.1(j), a prospectus (or a document containing information which is regarded by the FCA as being equivalent to that of a prospectus pursuant to the Prospectus Rules), if required, prepared in accordance with the Prospectus Rules under section 73A of FSMA being approved by the FCA (such document, a “Prospectus”), no other consents or approvals of of, or filings or registrations with any court with, Governmental Entities or administrative agency third parties, the failure of which to be obtained or commission made would not be reasonably expected to result in, individually or other governmental or quasi-governmental authority or instrumentality or multinational organization or SRO or supra-national authority (each in the aggregate, a “Governmental Entity”) are necessary in connection with (i) the execution and delivery by the Company of this Agreement or (ii) the consummation by the Company of the Merger and the other transactions contemplated hereby. As used in this Agreement, “SRO” means (A) any “self-regulatory organization” as defined in Section 3(a)(26) of the Exchange Act and (B) any other United States or foreign securities exchange, futures exchange, commodities exchange or contract marketMaterial Adverse Effect.

Consents and Approvals. Except for (ai) the filing of applications, filings a notification and notices, as applicable, with report form under the NYSE HSR Act and the London Stock Exchange termination or expiration of the waiting period under the HSR Act, (ii) the filing of any other required applications or notices with any state or foreign agencies and approval of such applications and notices (the “LSEOther Approvals”), (biii) the filing with the Securities and Exchange Commission (the “SEC”) SEC of a joint proxy statement statement/prospectus relating to the meeting of Parent’s shareholders matters to be held for the purpose of obtaining the Requisite Parent Vote and the meeting of the Companysubmitted to Premcor’s stockholders to be held for at the purpose of obtaining the Requisite Company VotePremcor Stockholders Meeting (such proxy statement/prospectus, in each case, in connection with this Agreement and the transactions contemplated hereby (including any amendments or supplements thereto, the “Joint Proxy Statement/Prospectus”), in definitive form, ) and of the a registration statement on Form S-4 with respect to the issuance of Valero Common Stock in which the Joint Proxy Statement Merger (a such Form S-4, and any amendments or supplements thereto, the “Joint StatementForm S-4”), will be included as a prospectus, to be filed with the SEC by Parent in connection with the transactions contemplated by this Agreement (the “S-4”) and declaration of effectiveness of the S-4, and such reports and filings under the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as may be required in connection with this Agreement and the transactions contemplated hereunder, (civ) the filing of the Certificate of Merger with the Delaware Secretary pursuant to the DGCLMerger, (dv) the filing of any notices or other filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the “HSR Act”)consents, and such other consentsauthorizations, approvals, filings or registrations as may be required under any antitrust or competition Laws exemptions in connection with compliance with the rules of non-U.S. jurisdictionsthe NYSE, (e) the applications, filings, consents and notices, as applicable, set forth in Section 3.4 of the Company Disclosure Schedule, (fvi) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” Laws laws of various states in connection with the issuance of the shares of Parent Valero Common Stock in connection with the Merger pursuant to this Agreement (the consents, approvals, filings and registration required under or in relation to the foregoing clauses (i) though (vi) being referred to as “Parent Share Issuance”) and the approval of the listing of such Parent Common Stock on the NYSE, (g) the filings required in accordance with Part 12 of the United Kingdom’s Financial Services and Markets Xxx 0000 (“FSMA”) to obtain the approval of the UK Financial Conduct Authority (“FCA”) of the change of control resulting from the transactions contemplated hereby (such approval, the “FCA ApprovalNecessary Consents”) and (hvii) subject such other consents, approvals, filings and registrations the failure of which to Section 6.1(j), obtain or make would not reasonably be expected to have a prospectus (Material Adverse Effect on Premcor or a document containing information which is regarded by the FCA as being equivalent to that of a prospectus pursuant to the Prospectus Rules), if required, prepared in accordance with the Prospectus Rules under section 73A of FSMA being approved by the FCA (such document, a “Prospectus”)Surviving Corporation, no consents or approvals of or filings or registrations with any court supranational, national, state, municipal, local or foreign government, any instrumentality, subdivision, court, administrative agency or commission or other authority thereof, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority or instrumentality or multinational organization or SRO or supra-national authority (each each, a “Governmental Entity”) are necessary in connection with (iA) the execution and delivery by the Company Premcor of this Agreement or and (iiB) the consummation by the Company Premcor of the Merger and the other transactions contemplated hereby. As used in by this Agreement, “SRO” means (A) any “self-regulatory organization” as defined in Section 3(a)(26) of the Exchange Act and (B) any other United States or foreign securities exchange, futures exchange, commodities exchange or contract market.

Consents and Approvals. Except for (a) the filing of applications, filings and notices, as applicable, with the NYSE and the London Stock Exchange (the “LSE”), (b) the filing with the Securities and Exchange Commission (the “SEC”) of a joint proxy statement relating to the meeting of Parent’s shareholders to be held for the purpose of obtaining the Requisite Parent Vote and the meeting of the Company’s stockholders to be held for the purpose of obtaining the Requisite Company Vote, in each case, in connection with this Agreement and the transactions contemplated hereby (including any amendments or supplements thereto, the “Joint Proxy Statement”), in definitive form, and of the registration statement on Form S-4 in which the Joint Proxy Statement (a “Joint Statement”), will be included as a prospectus, to be filed with the SEC by Parent in connection with of the transactions contemplated by this Agreement (the “S-4”) Form S-4 and declaration of effectiveness of the Form S-4, and such reports and filings under the Securities Act of 1933Sections 12, as amended (the “Securities Act”13(a), or 13(d), 13(g) and 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as may be required in connection with this Agreement, the Support and Standstill Agreements, the Registration Rights Agreement and the transactions contemplated hereunderhereby and thereby, and obtaining from the SEC such orders as may be required in connection therewith, (cb) the filing of the Certificate Certificates of Merger with the Secretary of State of the State of Delaware Secretary pursuant to the DGCLDGCL and the DLLCA, as applicable, (dc) the filing of any notices or other filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements HSR Act and the termination or expiration of 1976 (the “HSR Act”)any applicable waiting period thereunder, and such other consents, approvals, filings or registrations as may be required under any antitrust foreign antitrust, merger control or competition Laws of non-U.S. jurisdictionsLaws, (e) the applications, filings, consents and notices, as applicable, set forth in Section 3.4 of the Company Disclosure Schedule, (fd) such filings and approvals as are required to be made or obtained under the Securities Act, and the securities or “Blue Skyblue sky” Laws of various states in connection with the issuance of the shares of Parent Common Stock in connection with the Merger pursuant to this Agreement (“Parent Share Issuance”) Agreement, and the approval of the listing of such Parent Common Stock on the NYSE, (e) such filings, consents and approvals of Governmental Entities as may be set forth on Section 4.4 of the Company Disclosure Schedule, (f) the Required Stockholder Approval, and (g) such filings or notices required under the filings required in accordance with Part 12 rules and regulations of the United Kingdom’s Financial Services and Markets Xxx 0000 (“FSMA”) to obtain the approval of the UK Financial Conduct Authority (“FCA”) of the change of control resulting from the transactions contemplated hereby (such approval, the “FCA Approval”) NYSE and (h) subject such other consent, approvals, filings or registrations the failure of which to Section 6.1(j)be made or obtained would not, individually or in the aggregate, reasonably be expected to have a prospectus (or a document containing information which is regarded by the FCA as being equivalent to that of a prospectus pursuant to the Prospectus Rules), if required, prepared in accordance with the Prospectus Rules under section 73A of FSMA being approved by the FCA (such document, a “Prospectus”)Company Material Adverse Effect, no consents or approvals of or of, filings or registrations with with, or notices to any court or court, administrative agency or commission or other governmental or quasi-governmental authority or instrumentality instrumentality, domestic or multinational organization foreign, or SRO applicable exchange or supraself-national authority regulatory organization, including FINRA (each a “Governmental Entity”) ), are necessary in connection with (i) the execution and delivery by the Company or SCCII of this Agreement or and (ii) the consummation by the Company of the Merger 1 and by SCCII of Merger 2 and the other transactions contemplated hereby. As used in by this Agreement, “SRO” means (A) any “self-regulatory organization” as defined in Section 3(a)(26) of the Exchange Act and (B) any other United States or foreign securities exchange, futures exchange, commodities exchange or contract market.

Consents and Approvals. Except for (ai) the filing of applications, filings applications and notices, as applicable, with the NYSE Federal Reserve Board under the BHC Act and the London Stock Exchange (Federal Reserve Act, as amended, and approval of such applications and notices, and, in connection with the “LSE”)acquisition of ANNB Bank by FNB, the filing of applications and notices, as applicable, with the FDIC, the OCC and any state regulatory authority, including but not limited to the MD DLLR, and approval of such applications and notices, (bii) the filing with the Securities and Exchange Commission (SEC of the “SEC”) of a joint proxy statement relating to the meeting of Parent’s shareholders to be held for the purpose of obtaining the Requisite Parent Vote Proxy Statement and the meeting of the Company’s stockholders to be held for the purpose of obtaining the Requisite Company Vote, in each case, in connection with this Agreement and the transactions contemplated hereby (including any amendments or supplements thereto, the “Joint Proxy Statement”), in definitive form, and of the registration statement on Form S-4 in which the Joint Proxy Statement (a “Joint Statement”), will be included as a prospectus, to be filed with the SEC by Parent in connection with the transactions contemplated by this Agreement (the “S-4”) filing and declaration of effectiveness of the S-4, and such reports and filings under the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as may be required in connection with this Agreement and the transactions contemplated hereunderRegistration Statement, (ciii) the filing of the Certificate Articles of Merger with and the Delaware Secretary acceptance for record by the Department of Assessments and Taxation of the State of Maryland pursuant to the DGCL, (d) MGCL and the filing of Articles of Merger with and the acceptance for record by the Secretary of State of the State of Florida pursuant to the FBCA, (iv) any notices or other filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the “HSR Act”), and such other (v) any consents, authorizations, approvals, filings or registrations as may be exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment advisers or transfer agents and the rules and regulations thereunder and of any applicable industry SRO, and the rules of NASDAQ or the NYSE, or that are required under any antitrust or competition Laws of non-U.S. jurisdictionsconsumer finance, mortgage banking and other similar laws, and (e) the applications, filings, consents and notices, as applicable, set forth in Section 3.4 of the Company Disclosure Schedule, (fvi) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” Laws laws of various states in connection with the issuance of the shares of Parent FNB Common Stock in connection with the Merger pursuant to this Agreement (“Parent Share Issuance”) and the approval of the listing of such Parent FNB Common Stock on the NYSE, (g) the filings required in accordance with Part 12 of the United Kingdom’s Financial Services and Markets Xxx 0000 (“FSMA”) to obtain the approval of the UK Financial Conduct Authority (“FCA”) of the change of control resulting from the transactions contemplated hereby (such approval, the “FCA Approval”) and (h) subject to Section 6.1(j), a prospectus (or a document containing information which is regarded by the FCA as being equivalent to that of a prospectus pursuant to the Prospectus Rules), if required, prepared in accordance with the Prospectus Rules under section 73A of FSMA being approved by the FCA (such document, a “Prospectus”), no consents or approvals of or filings or registrations with any court or administrative agency or commission Governmental Entity, SRO or other governmental or quasi-governmental authority or instrumentality or multinational organization or SRO or supra-national authority (each a “Governmental Entity”) Person are necessary in connection with (iA) the execution and delivery by the Company FNB of this Agreement or and (iiB) the consummation by the Company FNB of the Merger and the other transactions contemplated herebythis Agreement contemplates. As used in of the date of this Agreement, “SRO” means (A) FNB is not aware of any “self-regulatory organization” as defined in Section 3(a)(26) of reason why the Exchange Act and (B) Requisite Regulatory Approvals will not be received on a timely basis or why any other United States or foreign securities exchange, futures exchange, commodities exchange or contract marketMaterially Burdensome Regulatory Condition would be imposed.

Consents and Approvals. Except for (a) the filing of applications, filings and notices, as applicable, with the NYSE and the London Stock Exchange (the “LSE”), (bi) the filing with the Securities and Exchange Commission (the “SEC”) of a joint proxy statement in definitive form relating to the meeting of Parent’s shareholders the stockholders of the Company to be held for to vote on the purpose adoption of obtaining this Agreement (the Requisite Parent Vote “Proxy Statement/Prospectus”) and the meeting filing and declaration of the Company’s stockholders to be held for the purpose of obtaining the Requisite Company Vote, in each case, in connection with this Agreement and the transactions contemplated hereby (including any amendments or supplements thereto, the “Joint Proxy Statement”), in definitive form, and effectiveness of the registration statement on Form S-4 (the “Form S-4”) in which the Joint Proxy Statement (a “Joint Statement”), /Prospectus will be included as a prospectus, prospectus and any filings or approvals under applicable state securities laws with respect to be filed with the SEC by Parent issuance of Acquiror Common Stock in connection with the transactions contemplated by this Agreement (the “S-4”) and declaration of effectiveness of the S-4, and such reports and filings under the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as may be required in connection with this Agreement and the transactions contemplated hereunderMerger, (ciii) the filing of the Certificate of Merger with the Delaware Secretary pursuant to of State of the DGCLState of Delaware, (div) the filing adoption of this Agreement by the Required Company Vote, (v) any notices or other filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 1976, as amended (the “HSR Act”), and such other the expiration or termination of any applicable waiting periods thereunder, (vi) the filings, approvals and consents required pursuant to applicable antitrust or competition laws of foreign Governmental Entities as set forth in Section 4.4(vi) of the Company Disclosure Letter, (vii) the consents, authorizations, approvals, filings or registrations as may be required under any antitrust exemptions pursuant to the applicable provisions of federal, state or competition Laws of non-U.S. jurisdictionsforeign securities Laws, (eviii) the applications, filings, consents and notices, as applicable, approvals set forth in Section 3.4 4.4(viii) of the Company Disclosure ScheduleLetter, and (fix) such the consents, authorizations, approvals, filings and approvals as registrations of third parties which are required not Governmental Entities, the failure of which to obtain or make would not be made reasonably expected to have, individually or obtained under in the securities or “Blue Sky” Laws of various states in connection with the issuance of the shares of Parent Common Stock in connection with the Merger pursuant to this Agreement (“Parent Share Issuance”) and the approval of the listing of such Parent Common Stock aggregate, a Material Adverse Effect on the NYSE, (g) the filings required in accordance with Part 12 of the United Kingdom’s Financial Services and Markets Xxx 0000 (“FSMA”) to obtain the approval of the UK Financial Conduct Authority (“FCA”) of the change of control resulting from the transactions contemplated hereby (such approval, the “FCA Approval”) and (h) subject to Section 6.1(j), a prospectus (Company or a document containing information which is regarded by the FCA as being equivalent to that of a prospectus pursuant to the Prospectus Rules), if required, prepared in accordance with the Prospectus Rules under section 73A of FSMA being approved by the FCA (such document, a “Prospectus”)Acquiror, no consents or approvals of of, or filings or registrations with with, any court or court, administrative agency or commission or other governmental or quasi-governmental regulatory authority or instrumentality or multinational self-regulatory organization or SRO or supra-national authority (each each, a “Governmental Entity”) or of or with any other third party by and on behalf of the Company or any of its Subsidiaries (or by or on behalf of any acquiror of the Company) are necessary in connection with (iA) the execution and delivery by the Company of this Agreement or and (iiB) the consummation by the Company of the Merger and the other transactions contemplated hereby. As used in by this Agreement, “SRO” means (A) any “self-regulatory organization” as defined in Section 3(a)(26) of the Exchange Act and (B) any other United States or foreign securities exchange, futures exchange, commodities exchange or contract market.

Consents and Approvals. Except for (a) the filing of any required applications, filings or notices with the Board of Governors of the Federal Reserve System (the “Federal Reserve”), the FDIC, the Texas Department of Banking, the Office of the Comptroller of the Currency (the “OCC”) and approval of or non-objection to such applications, filings and notices, as applicable, with the NYSE and the London Stock Exchange (the “LSE”), (b) compliance with any applicable requirements of the filing with Exchange Act and the Securities and Exchange Commission (the “SEC”) of a joint proxy statement relating to the meeting of Parent’s shareholders to be held for the purpose of obtaining the Requisite Parent Vote and the meeting of the Company’s stockholders to be held for the purpose of obtaining the Requisite Company VoteAct, in each case, in connection with this Agreement and the transactions contemplated hereby (including any amendments or supplements theretoincluding, the “Joint Proxy Statement”), in definitive form, Statement and of the registration statement on Form S-4 in which the Joint Proxy Statement (a “Joint Statement”), will be included as a prospectus, to be filed with the SEC by Parent in connection with the transactions contemplated by this Agreement (the “S-4”) and declaration of effectiveness of the Form S-4, and such reports and filings under the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as may be required in connection with this Agreement and the transactions contemplated hereunder, (c) the filing of the Articles of Merger with the SDAT and the Certificate of Merger with the Delaware Secretary of State of the State of Texas pursuant to the DGCLMGCL and TBOC, respectively, (d) the filing of any notices or other filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the “HSR Act”), and such other consents, approvals, filings or registrations as may be required under any antitrust or competition Laws of non-U.S. jurisdictionsBank Merger Certificates, (e) the applications, filings, consents and notices, as applicable, set forth in Section 3.4 of the Company Disclosure Schedule, (f) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” Laws laws of various states in connection with the issuance of the shares of Parent Common Stock in connection with the Merger pursuant to this Agreement Agreement, (“Parent Share Issuance”f) and the approval of the listing of such Parent Common Stock on the NYSENASDAQ Global Select Market (the “NASDAQ”), (g) the filing of any required applications, filings required in accordance or notices with Part 12 of the United Kingdom’s Financial Services and Markets Xxx 0000 (“FSMA”) to obtain the approval of the UK Financial Conduct Authority (“FCA”) of the change of control resulting from the transactions contemplated hereby (such approval, the “FCA Approval”) Federal Home Loan Bank and (h) subject such other notices, consents, approvals, non-objections, waivers, authorizations, applications, filings or registrations the failure of which to Section 6.1(j)be obtained or made would not be reasonably likely to have, individually or in the aggregate, a prospectus (or a document containing information which is regarded by the FCA as being equivalent to that of a prospectus pursuant to the Prospectus Rules), if required, prepared in accordance with the Prospectus Rules under section 73A of FSMA being approved by the FCA (such document, a “Prospectus”)Material Adverse Effect on Company, no notices to, consents or approvals of or non-objections of, waivers or authorizations by, or applications, filings or registrations with any court foreign, federal, state or local court, administrative agency agency, arbitrator or commission or other governmental or quasigovernmental, prosecutorial, regulatory, self-governmental regulatory authority or instrumentality or multinational organization or SRO or supra-national authority (each each, a “Governmental Entity”) are necessary required to be made or obtained by Company or any of its Subsidiaries in connection with (i) the execution and delivery by the Company of this Agreement or (ii) the consummation by the Company of the Merger and the other transactions contemplated hereby. As used in this Agreement, “SRO” means (A) any “self-regulatory organization” as defined in Section 3(a)(26) of the Exchange Act and (B) any other United States or foreign securities exchange, futures exchange, commodities exchange or contract market.

Consents and Approvals. Except for as set forth in Section 5.4 of the Parent Disclosure Schedule, no Consents of, or filings or registrations with, any Governmental Entity or any third Person are necessary in connection with (a) the filing execution and delivery by Parent or Merger Sub of applications, filings and notices, as applicable, with the NYSE and the London Stock Exchange (the “LSE”), this Agreement or (b) the filing with the Securities and Exchange Commission (the “SEC”) consummation by Parent or Merger Sub of a joint proxy statement relating to the meeting of Parent’s shareholders to be held for the purpose of obtaining the Requisite Parent Vote and the meeting of the Company’s stockholders to be held for the purpose of obtaining the Requisite Company Vote, in each case, in connection with this Agreement and the transactions contemplated hereby and thereby, including the Merger, except for (i) any notices required to be filed under the HSR Act, (ii) the Consents from, or registrations, declarations, notices or filings made to or with the Federal FCC, or any Governmental Entity (including any amendments State Regulators) and local cable franchise authorities) (other than with respect to securities, antitrust, competition, trade regulation or supplements thereto, the “Joint Proxy Statement”similar laws), in definitive form, and of the registration statement on Form S-4 in which the Joint Proxy Statement (a “Joint Statement”), will be included as a prospectus, to be filed with the SEC by Parent in connection with the transactions contemplated by this Agreement (the “S-4”) and declaration of effectiveness of the S-4, and such reports and filings under the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), each case as may be required in connection with this Agreement, the Merger or the other transactions contemplated by this Agreement and the transactions contemplated hereunderare required in with respect to mergers, business combinations or changes in control of telecommunications companies generally, (ciii) the filing with the SEC of the Proxy Statement/Prospectus (as hereinafter defined) as well as any other filings required to be made with the SEC pursuant to the Securities Act or the Exchange Act, (iv) the filing of the Certificate Articles of Merger and related certificates with the Delaware Minnesota Secretary pursuant to the DGCLMBCA, (dv) the filing of any notices Consents or other filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the “HSR Act”)approvals of, and such other consents, approvals, or filings or registrations as may be required under any antitrust with, Governmental Entities or competition Laws of non-U.S. jurisdictionsthird parties, (e) the applications, filings, consents and notices, as applicable, set forth in Section 3.4 of the Company Disclosure Schedule, (fvi) such filings and approvals as are may be required to be made or obtained under the state blue sky or securities Laws or “Blue Sky” Laws of various states in connection with the issuance of shares of Parent Stock pursuant to this Agreement and (vii) such filings as may be required to cause the shares of Parent Common Stock in connection with the Merger to be issued pursuant to this Agreement (“Parent Share Issuance”) and the approval of the to be approved for listing of such Parent Common Stock on the NYSE, (g) the filings required in accordance with Part 12 of the United Kingdom’s Financial Services and Markets Xxx 0000 (“FSMA”) to obtain the approval of the UK Financial Conduct Authority (“FCA”) of the change of control resulting from the transactions contemplated hereby (such approvalNASDAQ Global Select Market, the “FCA Approval”) and (h) subject failure of which to Section 6.1(j)be obtained would not be reasonably expected to result in, individually or in the aggregate, a prospectus (or a document containing information which is regarded by the FCA as being equivalent to that of a prospectus pursuant to the Prospectus Rules), if required, prepared in accordance with the Prospectus Rules under section 73A of FSMA being approved by the FCA (such document, a “Prospectus”), no consents or approvals of or filings or registrations with any court or administrative agency or commission or other governmental or quasi-governmental authority or instrumentality or multinational organization or SRO or supra-national authority (each a “Governmental Entity”) are necessary in connection with (i) the execution and delivery by the Company of this Agreement or (ii) the consummation by the Company of the Merger and the other transactions contemplated hereby. As used in this Agreement, “SRO” means (A) any “self-regulatory organization” as defined in Section 3(a)(26) of the Exchange Act and (B) any other United States or foreign securities exchange, futures exchange, commodities exchange or contract marketParent Material Adverse Effect.

Consents and Approvals. Except for (ai) the filing of applications, filings applications and notices, as applicable, with the NYSE Federal Reserve Board under the BHC Act and the London Stock Exchange (the “LSE”)Federal Reserve Act, as amended, and approval of such applications and notices, (bii) the Other Regulatory Approvals, (iii) the filing with the Securities and Exchange Commission (the “SEC”) SEC of a joint proxy statement relating to the meeting of Parent’s shareholders to be held for the purpose of obtaining the Requisite Parent Vote and the meeting of the Company’s stockholders to be held for the purpose of obtaining the Requisite Company Vote, in each case, in connection with this Agreement and the transactions contemplated hereby (including any amendments or supplements thereto, the “Joint Proxy Statement”), in definitive form, and of the registration statement on Form S-4 in which the Joint Proxy Statement (a “Joint Statement”), will be included as a prospectus, to be filed with and the SEC by Parent in connection with the transactions contemplated by this Agreement (the “S-4”) filing and declaration of effectiveness of the Form S-4, and such reports and filings under (iv) the Securities Act filing of 1933, as amended (the “Securities Act”), or Articles of Merger with the Securities Exchange Act of 1934, as amended (Rhode Island Secretary pursuant to the “Exchange Act”), as may be required in connection with this Agreement RIBCA and the transactions contemplated hereunder, (c) issuance by the Rhode Island Secretary of a Certificate of Merger and the filing of the Certificate of Merger with the Secretary of State of the State of Delaware Secretary pursuant to the DGCL, (dv) any notices to or filings with the filing of SBA, (vi) any notices or other filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the “HSR Act”), and such other (vii) any consents, authorizations, approvals, filings or registrations as may be exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment advisers or transfer agents, and federal commodities laws relating to the regulation of futures commission merchants and the rules and regulations thereunder and of any applicable SRO, and the rules of the NYSE, or that are required under any antitrust or competition Laws of non-U.S. jurisdictionsconsumer finance, mortgage banking and other similar laws, (e) the applications, filings, consents and notices, as applicable, set forth in Section 3.4 of the Company Disclosure Schedule, (fviii) such filings and approvals as are required to be made or obtained under the securities or “"Blue Sky” Laws " laws of various states in connection with the issuance of the shares of Parent Common Bank of America Capital Stock in connection with the Merger pursuant to this Agreement Agreement, (“Parent Share Issuance”ix) and the approval of this Agreement by the listing requisite vote of such Parent Common Stock on the NYSEstockholders of Bank of America and (x) filings, (g) the filings if any, required in accordance with Part 12 as a result of the United Kingdom’s Financial Services and Markets Xxx 0000 (“FSMA”) to obtain the approval particular status of the UK Financial Conduct Authority (“FCA”) of the change of control resulting from the transactions contemplated hereby (such approval, the “FCA Approval”) and (h) subject to Section 6.1(j), a prospectus (or a document containing information which is regarded by the FCA as being equivalent to that of a prospectus pursuant to the Prospectus Rules), if required, prepared in accordance with the Prospectus Rules under section 73A of FSMA being approved by the FCA (such document, a “Prospectus”)FleetBoston, no consents or approvals of or filings or registrations with any court or administrative agency or commission or other governmental or quasi-governmental authority or instrumentality or multinational organization or SRO or supra-national authority (each a “Governmental Entity”) Entity are necessary in connection with (iA) the execution and delivery by the Company Bank of America of this Agreement or the Stock Option Agreements and (iiB) the consummation by the Company Bank of America of the Merger and the other transactions contemplated hereby. As used in by this Agreement, “SRO” means (A) any “self-regulatory organization” as defined in Section 3(a)(26) of Agreement and the Exchange Act and (B) any other United States or foreign securities exchange, futures exchange, commodities exchange or contract marketStock Option Agreements.

Consents and Approvals. Except for No consent, waiver, authorization or approval of any Governmental Entity, and no declaration or notice to or filing or registration with any Governmental Entity, is necessary or required in connection with the execution and delivery of this Agreement or the Amalgamation Agreement by the Company or the performance by the Company or its Subsidiaries of their obligations hereunder or thereunder, except for: (ai) the filing of applicationsthe Memorandum of Association and the Amalgamation Application with the Registrar and appropriate documents with the relevant authorities of the other jurisdictions in which Parent, filings the Company or any Subsidiary is qualified to do business; (ii) the filing of a Notification and noticesReport Form under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvement Act of 1976, as applicable, with the NYSE and the London Stock Exchange amended (the “LSEHSR Act”)) and other filings under applicable antitrust, competition or similar laws of other jurisdictions; (biii) the filing of applications jointly by the parties with the Securities FCC, U.S. state public utility commissions and Exchange Commission relevant telecommunications regulatory authorities in other jurisdictions for approval of the transfer of control of the Company, and receipt of such approvals; (iv) a joint filing with and clearance by the Committee on Foreign Investment in the United States (“CFIUS”) pursuant to the Section 721 of the Defense Production Act of 1950, as amended (the “SEC”) of a joint proxy statement relating to the meeting of Parent’s shareholders to be held for the purpose of obtaining the Requisite Parent Vote and the meeting of the Company’s stockholders to be held for the purpose of obtaining the Requisite Company Vote, in each case, in connection with this Agreement and the transactions contemplated hereby (including any amendments or supplements thereto, the “Joint Proxy StatementDefense Production Act”), in definitive form, and ; (v) applicable requirements of the registration statement on Form S-4 in which the Joint Proxy Statement (a “Joint Statement”), will be included as a prospectus, to be filed with the SEC by Parent in connection with the transactions contemplated by this Agreement (the “S-4”) and declaration of effectiveness of the S-4, and such reports and filings under the Securities Act of 1933, as amended amended, and the rules and regulations promulgated thereunder (the “Securities Act”), or ) and of the Securities Exchange Act of 1934, as amended amended, and the rules and regulations promulgated thereunder (the “Exchange Act”); (vi) the consents, as may be required in connection with waivers, authorizations or approvals of any Governmental Entity set forth on Schedule 3.4; and (vii) such consents, waivers, authorizations, approvals, declarations, notices, filings or registrations, which if not obtained or made would not have, a Company Material Adverse Effect or prevent or materially delay the consummation of the transactions contemplated by this Agreement and the transactions contemplated hereunder, (c) the filing of the Certificate of Merger with the Delaware Secretary pursuant to the DGCL, (d) the filing of any notices or other filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the “HSR Act”), and such other consents, approvals, filings or registrations as may be required under any antitrust or competition Laws of non-U.S. jurisdictions, (e) the applications, filings, consents and notices, as applicable, set forth in Section 3.4 of the Company Disclosure Schedule, (f) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” Laws of various states in connection with the issuance of the shares of Parent Common Stock in connection with the Merger pursuant to this Agreement (“Parent Share Issuance”) and the approval of the listing of such Parent Common Stock on the NYSE, (g) the filings required in accordance with Part 12 of the United Kingdom’s Financial Services and Markets Xxx 0000 (“FSMA”) to obtain the approval of the UK Financial Conduct Authority (“FCA”) of the change of control resulting from the transactions contemplated hereby (such approval, the “FCA Approval”) and (h) subject to Section 6.1(j), a prospectus (or a document containing information which is regarded by the FCA as being equivalent to that of a prospectus pursuant to the Prospectus Rules), if required, prepared in accordance with the Prospectus Rules under section 73A of FSMA being approved by the FCA (such document, a “Prospectus”), no consents or approvals of or filings or registrations with any court or administrative agency or commission or other governmental or quasi-governmental authority or instrumentality or multinational organization or SRO or supra-national authority (each a “Governmental Entity”) are necessary in connection with (i) the execution and delivery by the Company of this Agreement or (ii) the consummation by the Company of the Merger and the other transactions contemplated hereby. As used in this Amalgamation Agreement, “SRO” means (A) any “self-regulatory organization” as defined in Section 3(a)(26) of the Exchange Act and (B) any other United States or foreign securities exchange, futures exchange, commodities exchange or contract market.

Consents and Approvals. Except No consent, approval, authorization, Order, registration or qualification of or with any Governmental Entity having jurisdiction over any of the Debtors or any of their properties is required for the execution and delivery by the Company and, to the extent relevant, the other Debtors, of this Agreement, the Plan and the other Transaction Agreements, the compliance by the Company and, to the extent relevant, the other Debtors, with the provisions hereof and thereof and the consummation of the transactions contemplated herein and therein, except for (a) the filing entry of applications, filings the Rights Offering Approval Order authorizing the Debtors to assume this Agreement and notices, as applicable, with perform the NYSE and the London Stock Exchange (the “LSE”)Rights Offering Approval Obligations, (b) entry by the filing with Bankruptcy Court, or any other court of competent jurisdiction, of Orders as may be necessary in the Securities and Exchange Commission Cases from time-to-time; (c) the “SEC”) of a joint proxy statement relating to the meeting of Parent’s shareholders to be held for the purpose of obtaining the Requisite Parent Vote and the meeting entry of the Company’s stockholders to be held for the purpose Confirmation Order, (d) filings, notifications, authorizations, approvals, consents, clearances or termination or expiration of obtaining the Requisite Company Vote, in each case, in connection with this Agreement and the transactions contemplated hereby (including all applicable waiting periods under any amendments or supplements thereto, the “Joint Proxy Statement”), in definitive form, and of the registration statement on Form S-4 in which the Joint Proxy Statement (a “Joint Statement”), will be included as a prospectus, to be filed with the SEC by Parent Antitrust Laws in connection with the transactions contemplated by this Agreement (the “S-4”) and declaration of effectiveness of the S-4, and such reports and filings under the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as may be required in connection with this Agreement and the transactions contemplated hereunderAgreement, (ce) the filing of the Certificate of Merger with the Delaware Secretary pursuant to the DGCL, (d) the filing of any notices or other filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the “HSR Act”), and such other consents, approvals, filings authorizations, registrations or registrations qualifications as may be required under any antitrust or competition Laws of non-U.S. jurisdictions, (e) the applications, filings, consents and notices, as applicable, set forth in Section 3.4 of the Company Disclosure Schedule, (f) such filings and approvals as are required to be made or obtained under the state securities or “Blue Sky” Laws of various states in connection with the purchase of the Unsubscribed Notes by the Commitment Parties, the issuance of the shares of Parent Common Stock in connection with Subscription Rights, the Merger pursuant to this Agreement (“Parent Share Issuance”) and the approval issuance of the listing of such Parent Common Stock on the NYSE, (g) the filings required in accordance with Part 12 of the United Kingdom’s Financial Services and Markets Xxx 0000 (“FSMA”) to obtain the approval of the UK Financial Conduct Authority (“FCA”) of the change of control resulting from the transactions contemplated hereby (such approval, the “FCA Approval”) and (h) subject to Section 6.1(j), a prospectus (or a document containing information which is regarded by the FCA as being equivalent to that of a prospectus Rights Offering Notes pursuant to the Prospectus Rules)exercise of the Subscription Rights or the issuance of Rights Offering Notes as payment of the Commitment Payment and (f) any consents, that if requirednot made or obtained, prepared would not reasonably be expected to have, individually or in accordance with the Prospectus Rules under section 73A of FSMA being approved by the FCA (such documentaggregate, a “Prospectus”), no consents or approvals of or filings or registrations with any court or administrative agency or commission or other governmental or quasi-governmental authority or instrumentality or multinational organization or SRO or supra-national authority (each a “Governmental Entity”) are necessary in connection with (i) the execution and delivery by the Company of this Agreement or (ii) the consummation by the Company of the Merger and the other transactions contemplated hereby. As used in this Agreement, “SRO” means (A) any “self-regulatory organization” as defined in Section 3(a)(26) of the Exchange Act and (B) any other United States or foreign securities exchange, futures exchange, commodities exchange or contract marketMaterial Adverse Effect.

Consents and Approvals. Except for (a) the filing of applications, filings and notices, a notification under the HSR Act (as applicable, with the NYSE and the London Stock Exchange (the “LSE”defined below), (b) the Company Stockholder Approval, (c) the filing of the Certificate of Merger with the Secretary pursuant to the DGCL, (d) the issuance by the Federal Communications Commission ("FCC"), or the FCC staff pursuant to delegated authority, of the approval required to consummate the transactions contemplated hereby under the Communications Act of 1934, as amended ("Communications Act"), and the policies and regulations of the FCC implementing the Communications Act (the "FCC Approval"), (e) such filings, authorizations or approvals as may be set forth in Section 4.4 of the Company Disclosure Schedule, (f) the filing with the Securities and Exchange Commission (the “"SEC”") of a joint proxy statement relating to (i) the meeting of Parent’s shareholders to be held for the purpose of obtaining the Requisite Parent Vote and the meeting of the Company’s stockholders to be held for the purpose of obtaining the Requisite Company Vote, in each case, in connection with this Agreement and the transactions contemplated hereby (including any amendments or supplements thereto, the “Joint Proxy Statement”/Prospectus (as defined below) and (ii) such reports under Sections 13(a), in definitive form, and of the registration statement on Form S-4 in which the Joint Proxy Statement (a “Joint Statement”13(b), will be included as a prospectus, to be filed with the SEC by Parent in connection with the transactions contemplated by this Agreement (the “S-4”13(g) and declaration 16(a) of effectiveness of the S-4, and such reports and filings under the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “"Exchange Act”"), as may be required in connection with this Agreement and the transactions contemplated hereunderhereby and the obtaining from the SEC of such orders as may be required in connection therewith, (cg) the filing consent of the Certificate of Merger with the Delaware Secretary Sprint Communications Company, L.P., Sprint Spectrum, L.P. and Wireless Co, L.P. (collectively, "Sprint PCS") required pursuant to the DGCL, terms of the Company Sprint Agreements (das defined below) the filing of any notices or other filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the “HSR Act”"Company Sprint Consent"), and (h) such other consents, approvals, filings or registrations as may be required under any antitrust or competition Laws registrations, the failure of non-U.S. jurisdictions, (e) the applications, filings, consents and notices, as applicable, set forth in Section 3.4 of the Company Disclosure Schedule, (f) such filings and approvals as are required which to be made made, individually or obtained under in the securities or “Blue Sky” Laws of various states in connection with the issuance of the shares of Parent Common Stock in connection with the Merger pursuant aggregate, would not reasonably be expected to this Agreement (“Parent Share Issuance”) and the approval of the listing of such Parent Common Stock have a Material Adverse Effect on the NYSE, (g) the filings required in accordance with Part 12 of the United Kingdom’s Financial Services and Markets Xxx 0000 (“FSMA”) to obtain the approval of the UK Financial Conduct Authority (“FCA”) of the change of control resulting from the transactions contemplated hereby (such approval, the “FCA Approval”) and (h) subject to Section 6.1(j), a prospectus (or a document containing information which is regarded by the FCA as being equivalent to that of a prospectus pursuant to the Prospectus Rules), if required, prepared in accordance with the Prospectus Rules under section 73A of FSMA being approved by the FCA (such document, a “Prospectus”)Company, no consents or approvals of of, or filings or registrations with with, any court or court, administrative agency or commission or other governmental or quasi-governmental authority or instrumentality or multinational organization or SRO or supra-national authority (each a “"Governmental Entity”"; it being understood that, for purposes of this Agreement, "Governmental Entity" shall include the FCC, the Federal Aviation Administration and state public service and public utility commissions (and similar state commissions)) or with any third party are necessary in connection with (i) the execution and delivery by the Company of this Agreement or (ii) the consummation by the Company of the Merger and the other transactions contemplated hereby. As used in this Agreement, “SRO” means (A) any “self-regulatory organization” as defined in Section 3(a)(26) of the Exchange Act and (B) any other United States or foreign securities exchange, futures exchange, commodities exchange or contract market.

Consents and Approvals. Except for (a) filings of applications and notices with, and receipt of consents, authorizations, approvals, exemptions or nonobjections from, the filing of applicationsSEC, filings non-U.S. and noticesstate securities authorities, as applicable, with the NYSE FINRA and the London Stock Exchange (the “LSE”)other SROs, (b) the filing of a notification and report form under the HSR Act and the termination or expiration of applicable waiting periods under the HSR Act, (c) the filing with the Securities and Exchange Commission (SEC of the “SEC”) of a joint proxy statement in a definitive form relating to each of the meeting of Parent’s shareholders to be held for the purpose of obtaining the Requisite Parent Vote Company Stockholders Meeting and the meeting of the Company’s stockholders to be held for the purpose of obtaining the Requisite Company Vote, in each case, in connection with this Agreement and the transactions contemplated hereby Parent Stockholders Meeting (including any amendments or supplements thereto, the “Joint Proxy Statement”), in definitive form, ) and of the a registration statement on Form S-4 pursuant to which the shares of Parent Common Stock issuable in the Merger will be registered with the SEC (the “Form S-4”) in which the Joint Proxy Statement (a “Joint Statement”), will be included as a prospectus, to be filed with the SEC by Parent in connection with the transactions contemplated by this Agreement (the “S-4”) and declaration of effectiveness of the Form S-4, and such reports and filings under the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as may be required in connection with this Agreement and the transactions contemplated hereunder, (cd) the filing of the Certificate of Merger with the Delaware Secretary pursuant to the DGCL, (de) the filing of any notices or other filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the “HSR Act”)consents, and such other consentsauthorizations, approvals, filings or registrations as may be required under any antitrust or competition Laws of non-U.S. jurisdictions, (e) exemptions in connection with compliance with the applications, filings, consents and notices, as applicable, set forth in Section 3.4 listing rules of the Company Disclosure ScheduleNYSE or Nasdaq, (f) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” Securities Laws of various states in connection with the issuance of the shares of Parent Common Stock in connection with the Merger pursuant to this Agreement (“Parent Share Issuance”g) such other consents, approvals, filings and registrations the approval failure of which to obtain or make would not, individually or in the listing of such Parent Common Stock aggregate, reasonably be expected to have a Material Adverse Effect on the NYSE, (g) the filings required in accordance with Part 12 of the United Kingdom’s Financial Services and Markets Xxx 0000 (“FSMA”) to obtain the approval of the UK Financial Conduct Authority (“FCA”) of the change of control resulting from the transactions contemplated hereby (such approval, the “FCA Approval”) Company and (h) subject to the matters set forth on Section 6.1(j), a prospectus (or a document containing information which is regarded by 3.3 of the FCA as being equivalent to that of a prospectus pursuant to the Prospectus Rules), if required, prepared in accordance with the Prospectus Rules under section 73A of FSMA being approved by the FCA (such document, a “Prospectus”)Company Disclosure Schedule, no consents or approvals approval of or filings or registrations with or notice to any court Regulatory Agency or administrative agency Governmental Entity or commission or any other governmental or quasi-governmental authority or instrumentality or multinational organization or SRO or supra-national authority (each a “Governmental Entity”) Person are necessary in connection with (i) the execution and delivery by the Company of this Agreement or and (ii) the consummation by the Company of the Merger and the other transactions contemplated hereby. As used in by this Agreement, “SRO” means (A) any “self-regulatory organization” as defined in Section 3(a)(26) of the Exchange Act and (B) any other United States or foreign securities exchange, futures exchange, commodities exchange or contract market.

Consents and Approvals. Except Assuming the accuracy of the Company’s representations and warranties in Section 5, no consent, approval, authorization, order, registration or qualification of or with any court or governmental agency or body having jurisdiction over such Commitment Party or any of its properties is required for the purchase of the Commitment Party Securities by the Commitment Parties hereunder and the execution and delivery by such Commitment Party of this Agreement and performance of and compliance by it with all of the provisions hereof and thereof (aand the consummation of the transactions contemplated hereby and thereby), except (i) the entry of the Confirmation Order, (ii) filings, if any, pursuant to the HSR Act and the expiration or termination of all applicable waiting periods thereunder or any applicable notification, authorization, approval or consent under any other Antitrust Laws in connection with the transactions contemplated by this Agreement, (iii) the filing of applications, filings and notices, as applicable, with the NYSE and the London Stock Exchange (the “LSE”), (b) the filing with the Securities and Exchange Commission (the “SEC”) of a joint proxy statement relating to the meeting of Parent’s shareholders to be held for the purpose of obtaining the Requisite Parent Vote and the meeting of the Company’s stockholders to be held for the purpose of obtaining the Requisite Company Vote, in each case, in connection with this Agreement and the transactions contemplated hereby (including any amendments or supplements thereto, the “Joint Proxy Statement”), in definitive form, and of the registration statement on Form S-4 in which the Joint Proxy Statement (a “Joint Statement”), will be included as a prospectus, to be filed with the SEC by Parent other corporate documents in connection with the transactions contemplated by this Agreement (the “S-4”) and declaration of effectiveness of the S-4, and such reports and filings under the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as may be required in connection with this Agreement and the transactions contemplated hereunderapplicable state filing agencies, (civ) the filing of the Certificate of Merger with the Delaware Secretary pursuant to the DGCL, (d) the filing of any notices or other filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the “HSR Act”), and such other consents, approvals, filings authorizations, registrations or registrations qualifications as may be required under any antitrust foreign securities laws, federal securities laws or competition Laws of non-U.S. jurisdictions, (e) the applications, filings, consents and notices, as applicable, set forth in Section 3.4 of the Company Disclosure Schedule, (f) such filings and approvals as are required to be made or obtained under the state securities or “Blue Skyblue sky” Laws of various states in connection with the issuance offer and sale of the shares of Parent Common Stock in connection with the Merger pursuant to this Agreement (“Parent Share Issuance”) Rights Offering Securities, Unsubscribed Securities and the approval Backstop Commitment Premium and (v) such consents, approvals, authorizations, registrations or qualifications the absence of which would not, individually or in the listing aggregate, reasonably be expected to result in a material adverse effect on the ability of such Parent Common Stock on the NYSE, (g) the filings required in accordance with Part 12 of the United Kingdom’s Financial Services and Markets Xxx 0000 (“FSMA”) Commitment Party to obtain the approval of the UK Financial Conduct Authority (“FCA”) of the change of control resulting from the transactions contemplated hereby (such approval, the “FCA Approval”) and (h) subject to Section 6.1(j), a prospectus (or a document containing information which is regarded by the FCA as being equivalent to that of a prospectus pursuant to the Prospectus Rules), if required, prepared in accordance with the Prospectus Rules perform its obligations under section 73A of FSMA being approved by the FCA (such document, a “Prospectus”), no consents or approvals of or filings or registrations with any court or administrative agency or commission or other governmental or quasi-governmental authority or instrumentality or multinational organization or SRO or supra-national authority (each a “Governmental Entity”) are necessary in connection with (i) the execution and delivery by the Company of this Agreement or (ii) the consummation by the Company of the Merger and the other transactions contemplated hereby. As used in this Agreement, “SRO” means (A) any “self-regulatory organization” as defined in Section 3(a)(26) of the Exchange Act and (B) any other United States or foreign securities exchange, futures exchange, commodities exchange or contract market.

Consents and Approvals. Except as set forth in Section 7.6 of the Pinnacle Disclosure Schedule, no consent, registration, declaration, or filing with, any Governmental Entity is required by Pinnacle or any of its Subsidiaries in connection with the execution, delivery and performance by CEH LLC of this Agreement and the other Transaction Documents to which it is a party or the consummation by CEH LLC of the transactions contemplated hereby or thereby, except for (a) the filing of applicationsa pre-merger notification and report form by CEH LLC under the HSR Act, filings and notices, as applicable, with the NYSE and the London Stock Exchange (expiration or termination of the “LSE”)applicable waiting period thereunder, (b) the filing with the Securities and Exchange Commission (the “SEC”) filing, if applicable or advisable, of a joint proxy statement relating request for an Advance Ruling Certificate pursuant to Section 102 of the meeting Competition Act (Canada) and/or the filing of Parent’s shareholders to be held for a pre-merger notification by CEH LLC in accordance with Part IX of the purpose of obtaining the Requisite Parent Vote Competition Act (Canada) and the meeting expiration of the Company’s stockholders to be held for the purpose of obtaining the Requisite Company Vote, in each case, in connection with this Agreement and the transactions contemplated hereby (including any amendments or supplements thereto, the “Joint Proxy Statement”), in definitive form, and of the registration statement on Form S-4 in which the Joint Proxy Statement (a “Joint Statement”), will be included as a prospectus, to be filed with the SEC by Parent in connection with the transactions contemplated by this Agreement (the “S-4”) and declaration of effectiveness of the S-4, and such reports and filings under the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as may be required in connection with this Agreement and the transactions contemplated hereunderapplicable waiting period thereunder, (c) the filing of the Certificate of Merger with the Delaware Secretary pursuant to of State of the DGCLState of Delaware, (d) such filings in connection with any state or local tax that is attributable to the filing beneficial ownership of any notices or the Pinnacle Real Property ("Gains and Transfer Taxes"), if any, (e) such other filings and consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval necessitated by the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 Merger or the other transactions contemplated in this Agreement and the other Transaction Documents to which CEH LLC is a party and (the “HSR Act”), and f) such other consents, approvals, filings or registrations as may be required under any antitrust or competition Laws of non-U.S. jurisdictionsorders, (e) the applicationsauthorizations, registrations, declarations, filings, consents and notices, as applicable, set forth in Section 3.4 notices or permits the failure of the Company Disclosure Schedule, (f) such filings and approvals as are required which to be obtained or made would not, individually or obtained under in the securities or “Blue Sky” Laws of various states in connection with the issuance of the shares of Parent Common Stock in connection with the Merger pursuant to this Agreement (“Parent Share Issuance”) and the approval of the listing of such Parent Common Stock on the NYSEaggregate, (g) the filings required in accordance with Part 12 of the United Kingdom’s Financial Services and Markets Xxx 0000 (“FSMA”) to obtain the approval of the UK Financial Conduct Authority (“FCA”) of the change of control resulting from the transactions contemplated hereby (such approval, the “FCA Approval”) and (h) subject to Section 6.1(j), have a prospectus (or a document containing information which is regarded by the FCA as being equivalent to that of a prospectus pursuant to the Prospectus Rules), if required, prepared in accordance with the Prospectus Rules under section 73A of FSMA being approved by the FCA (such document, a “Prospectus”), no consents or approvals of or filings or registrations with any court or administrative agency or commission or other governmental or quasi-governmental authority or instrumentality or multinational organization or SRO or supra-national authority (each a “Governmental Entity”) are necessary in connection with (i) the execution and delivery by the Company of this Agreement or (ii) the consummation by the Company of the Merger and the other transactions contemplated hereby. As used in this Agreement, “SRO” means (A) any “self-regulatory organization” as defined in Section 3(a)(26) of the Exchange Act and (B) any other United States or foreign securities exchange, futures exchange, commodities exchange or contract marketPinnacle Material Adverse Effect.

Consents and Approvals. Except for (a) the filing of applications, filings and notices, a notification under the HSR Act (as applicable, with the NYSE and the London Stock Exchange (the “LSE”defined in Section 6.1(b)), (b) the filing with the Securities and Exchange Commission (the “SEC”) of a joint proxy statement relating to the meeting of Parent’s shareholders to be held for the purpose of obtaining the Requisite Parent Vote and the meeting of the Company’s stockholders to be held for the purpose of obtaining the Requisite Company Vote, in each case, in connection with this Agreement and the transactions contemplated hereby (including any amendments or supplements thereto, the “Joint Proxy Statement”), in definitive form, and of the registration statement on Form S-4 in which the Joint Proxy Statement (a “Joint Statement”), will be included as a prospectus, to be filed with the SEC by Parent in connection with the transactions contemplated by this Agreement (the “S-4”) and declaration of effectiveness of the S-4, and such reports and filings under the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as may be required in connection with this Agreement and the transactions contemplated hereunderStockholder Approval, (c) the filing of the Certificate of Merger with the Delaware Secretary pursuant to the DGCL, (d) the filing with the SEC of any notices or other filings (i) the Joint Proxy Statement/Prospectus and (ii) such reports under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the “HSR Act”Sections 13(a), 13(d), 13(g) and such other consents16(a) of the Exchange Act, approvals, filings or registrations as may be required under any antitrust or competition Laws in connection with this Agreement and the transactions contemplated hereby and the obtaining from the SEC of non-U.S. jurisdictionssuch orders as may be required in connection therewith, (e) the applications, filings, consents and notices, as applicable, set forth in Section 3.4 approval of the Company Disclosure Schedulelisting of the Parent Common Stock to be issued in the Merger on Nasdaq, (f) such filings and approvals as are required to be made or obtained under the securities or “"Blue Sky” Laws " laws of various states in connection with the issuance of the shares of Parent the Company Common Stock in connection with the Merger pursuant to this Agreement (“Parent Share Issuance”) and the approval of the listing of such Parent Common Stock on the NYSEAgreement, (g) any consent of Sprint PCS required pursuant to the filings required in accordance with Part 12 terms of the United Kingdom’s Financial Services and Markets Xxx 0000 (“FSMA”) to obtain the approval of the UK Financial Conduct Authority (“FCA”) of the change of control resulting from the transactions contemplated hereby (such approvalParent Sprint Agreements, the “FCA Approval”) and (h) subject such filings, authorizations or approvals as may be set forth in Section 4.5 of the Parent Disclosure Schedule, and (i) such consents, approvals, filings or registrations, the failure of which to Section 6.1(j)be made or obtained, individually or in the aggregate, would not reasonably be expected to have a prospectus (or a document containing information which is regarded by the FCA as being equivalent to that of a prospectus pursuant to the Prospectus Rules), if required, prepared in accordance with the Prospectus Rules under section 73A of FSMA being approved by the FCA (such document, a “Prospectus”)Material Adverse Effect on Parent, no consents or approvals of of, or filings or registrations with, any Governmental Entity or with any court third party are required to be made or administrative agency obtained by Parent or commission or other governmental or quasi-governmental authority or instrumentality or multinational organization or SRO or supra-national authority (each a “Governmental Entity”) are necessary any of its Subsidiaries in connection with (i) the execution and delivery by the Company Parent and Merger Sub of this Agreement or (ii) the consummation by the Company Parent and Merger Sub of the Merger and the other transactions contemplated hereby. As used in this Agreement, “SRO” means (A) any “self-regulatory organization” as defined in Section 3(a)(26) of the Exchange Act and (B) any other United States or foreign securities exchange, futures exchange, commodities exchange or contract market.

Consents and Approvals. (a) Except for (ai) the filing of any required applications, filings notices and noticeswaiver requests, as applicable, with for the NYSE Merger and the London Stock Exchange Bank Mergers with (x) the Board of Governors of the Federal Reserve System (the “LSEFederal Reserve”) under the BHC Act and the Bank Merger Act and the regulations promulgated pursuant thereto, (y) the CDBO under the California banking laws or regulations and the Texas Department of Banking (“TDB”) under the Texas banking laws or regulations, and (z) the China Banking Regulatory Commission (“CBRC”), and the approval of or nonobjection to the foregoing applications, notices and waiver requests (collectively, the “Required Regulatory Approvals”), (bii) the filing with the Securities and Exchange Commission (the “SEC”) of a joint proxy statement relating to the meeting of Parent’s shareholders to be held for the purpose of obtaining the Requisite Parent Vote and the meeting of the Company’s stockholders to be held for the purpose of obtaining the Requisite Company Vote, in each case, in connection with this Agreement and the transactions contemplated hereby (including any amendments or supplements thereto, the “Joint Proxy Statement”), in definitive form, and of the registration statement on Form S-4 in which to register the Joint Proxy Statement (a “Joint Statement”), will be included as a prospectus, to be filed with the SEC by Parent in connection with the transactions contemplated by this Agreement (the “S-4”) and declaration of effectiveness of the S-4, and such reports and filings East West Common Shares under the Securities Act of 1933, as amended (the “Securities Act”), that will be issued in connection with the Merger (such Form S-4, and any amendments or the Securities Exchange Act of 1934supplements thereto, as amended (the “Exchange ActRegistration Statement”), which will include the proxy statement/prospectus to be used in soliciting the approval of MetroCorp’s stockholders at the MetroCorp Special Meeting (such proxy statement as may be required in connection with amended or supplemented is referred to herein as the “Proxy Materials”), (iii) the approval of this Agreement and by the transactions contemplated hereunderrequisite vote of the stockholders of MetroCorp, (civ) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware Secretary pursuant to the DGCLDGCL and the Secretary of State of the State of Texas pursuant to the TBOC, (dv) the filing of any notices or other filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act Bank Merger Agreements with the CDBO and the California Secretary of 1976 State to give effect to the Bank Mergers, (the “HSR Act”), and vi) such other consents, approvals, orders, authorizations, registrations, declarations and filings or registrations waivers thereof as may be required under applicable federal, foreign and state securities (or related) laws and, if applicable, the securities or antitrust laws of any antitrust or competition Laws of non-U.S. jurisdictionsforeign country, and (evii) the applications, such filings, consents and notices, authorizations or approvals as applicable, may be set forth in Section 3.4 of the Company MetroCorp Disclosure Schedule, (f) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” Laws of various states in connection with the issuance of the shares of Parent Common Stock in connection with the Merger pursuant to this Agreement (“Parent Share Issuance”) and the approval of the listing of such Parent Common Stock on the NYSE, (g) the filings required in accordance with Part 12 of the United Kingdom’s Financial Services and Markets Xxx 0000 (“FSMA”) to obtain the approval of the UK Financial Conduct Authority (“FCA”) of the change of control resulting from the transactions contemplated hereby (such approval, the “FCA Approval”) and (h) subject to Section 6.1(j), a prospectus (or a document containing information which is regarded by the FCA as being equivalent to that of a prospectus pursuant to the Prospectus Rules), if required, prepared in accordance with the Prospectus Rules under section 73A of FSMA being approved by the FCA (such document, a “Prospectus”), no consents or approvals of or notices to or filings or registrations with any court foreign, federal or state banking, other regulatory, self-regulatory or enforcement authorities or any courts, administrative agency agencies or commission commissions or other governmental authorities or quasi-governmental authority or instrumentality or multinational organization or SRO or supra-national authority instrumentalities (each each, a “Governmental Entity”) or the NASDAQ, state securities authorities, the Financial Industry Regulatory Authority, applicable securities, commodities and futures exchanges, and other industry self-regulatory organizations (each, an “SRO”) are necessary in connection with (i1) the execution and delivery by the Company MetroCorp of this Agreement or Agreement, (ii2) the consummation by the Company MetroCorp of the Merger and the other transactions contemplated hereby. As used in , (3) the execution and delivery by the Banks of the Bank Merger Agreements, and (4) the consummation by the Banks of the Bank Mergers and the transactions contemplated thereby, except for such consents, approvals or filings with any non-Governmental Entity, the failure of which to obtain will not have a Material Adverse Effect on MetroCorp. (b) MetroCorp has no Knowledge as of the date of this AgreementAgreement of any reason why approval or effectiveness of any of the consents, “SRO” means (A) approvals, authorizations, applications, notices, filings or waivers thereof from any “self-regulatory organization” as defined Governmental Entity referred to in Section 3(a)(263.4(a) of required to be obtained by MetroCorp or the Exchange Act and (B) any other United States Banks cannot be obtained or foreign securities exchange, futures exchange, commodities exchange or contract marketgranted on a timely basis.

Consents and Approvals. Except for (ai) any notices or filings required by the HSR Act or other Antitrust Law and the termination or expiration of the waiting period under the HSR Act or other Antitrust Law, (ii) the filing of applications, filings any other required applications or notices with any state or foreign agencies of competent jurisdiction and notices, as applicable, with the NYSE approval of such applications and the London Stock Exchange notices (the “LSEOther Approvals”), (biii) the filing with the Securities and Exchange Commission SEC of (the “SEC”A) of a joint proxy statement relating statement/prospectus related to the meeting of Parent’s shareholders to be held for the purpose of obtaining the Requisite Parent Vote and the meeting of the Company’s stockholders to be held for the purpose of obtaining the Requisite Company Vote, in each case, in connection with this Agreement and the transactions contemplated hereby (including any amendments or supplements thereto, the “Joint Proxy Statement”), in definitive form, and of the registration statement on Form S-4 in which the Joint Proxy Statement (a “Joint Statement”), will be included as a prospectus, to be filed with the SEC by Parent in connection with the transactions contemplated by this Agreement and the matters to be submitted to the Unitholders at the Unitholder Meeting (as may be amended or supplemented from time to time, the “S-4Proxy Statement/Prospectus”) and declaration of effectiveness of the S-4), and (B) such other reports and or filings under the Securities Exchange Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as may be required in connection with this Agreement and the transactions contemplated hereunderby this Agreement, (civ) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware Secretary pursuant to the DGCLDRULPA and the LLC Act, (dv) the filing of any notices or other filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the “HSR Act”)consents, and such other consentsauthorizations, approvals, filings or registrations as may be required under any antitrust or competition Laws exemptions in connection with compliance with the rules of non-U.S. jurisdictionsthe NYSE, (e) the applications, filings, consents and notices, as applicable, set forth in Section 3.4 of the Company Disclosure Schedule, (fvi) such filings and approvals as are may be required to be made or obtained under the securities or “Blue Sky” Laws laws of various states in connection with the issuance of the shares of Parent Common Stock in connection with the Merger Shares pursuant to this Agreement Agreement, (“Parent Share Issuance”vii) the filings, clearances, consents, notices and the approval approvals set forth in Section 3.5 of the listing of Company Disclosure Letter and (viii) such Parent Common Stock on filings, clearances, consents, notices and approvals as would not reasonably be expected to have a Company Material Adverse Effect (the NYSE, consents referred to in clauses (gi) the filings required in accordance with Part 12 of the United Kingdom’s Financial Services and Markets Xxx 0000 through (“FSMA”) to obtain the approval of the UK Financial Conduct Authority (“FCA”) of the change of control resulting from the transactions contemplated hereby (such approvalviii), the “FCA Approval”) and (h) subject to Section 6.1(j), a prospectus (or a document containing information which is regarded by the FCA as being equivalent to that of a prospectus pursuant to the Prospectus Rules), if required, prepared in accordance with the Prospectus Rules under section 73A of FSMA being approved by the FCA (such document, a “ProspectusCompany Consents”), no consents or approvals of or filings or registrations with any court Governmental Entity or administrative agency or commission or other governmental or quasi-governmental authority or instrumentality or multinational organization or SRO or supra-national authority (each a “Governmental Entity”) any Third Party are necessary in connection with (i) the execution and delivery by the Company Entities of this Agreement or (ii) the consummation by the Company Entities of the Merger and the other transactions contemplated hereby. As used in by this Agreement, “SRO” means (A) any “self-regulatory organization” as defined in Section 3(a)(26) of the Exchange Act and (B) any other United States or foreign securities exchange, futures exchange, commodities exchange or contract market.

Consents and Approvals. Except for (a) the filing of applications, filings and notices, as applicable, with the NYSE and the London Stock Exchange (the “LSE”)NYSE, (b) the filing with the Securities and Exchange Commission (SEC of the “SEC”) of a joint proxy statement relating to the meeting of Parent’s shareholders to be held for the purpose of obtaining the Requisite Parent Vote Joint Statement and the meeting of the Company’s stockholders to be held for the purpose of obtaining the Requisite Company Vote, in each case, in connection with this Agreement and the transactions contemplated hereby (including any amendments or supplements thereto, the “Joint Proxy Statement”), in definitive form, and of the registration statement on Form S-4 in which the Joint Proxy Statement (a “Joint Statement”), will be included as a prospectus, to be filed with the SEC by Parent in connection with the transactions contemplated by this Agreement (the “S-4”) and declaration of effectiveness of the S-4, and such reports and filings under the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as may be required in connection with this Agreement and the transactions contemplated hereunder, (c) the filing of the Certificate of Merger with the Delaware Secretary pursuant to the DGCL, (d) the filing of any notices or other filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the “HSR Act”), and such other consents, approvals, filings or registrations as may be required under any antitrust or competition Laws of non-U.S. jurisdictions, (e) the applications, filings, consents and notices, as applicable, set forth in Section 3.4 4.4 of the Company Parent Disclosure Schedule, (f) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” Laws of various states in connection with the issuance of the shares of Parent Common Stock in connection with the Merger pursuant to this Agreement (“Parent Share Issuance”) Issuance and the approval of the listing of such Parent Common Stock on the NYSE, (g) the filings required in accordance with Part 12 of the United Kingdom’s Financial Services and Markets Xxx 0000 (“FSMA”) FSMA to obtain the approval of the UK Financial Conduct Authority (“FCA”) of the change of control resulting from the transactions contemplated hereby (such approval, the “FCA Approval”) Approval and (h) subject to Section 6.1(j), a prospectus (or a document containing information which is regarded by the FCA as being equivalent to that of a prospectus pursuant to the Prospectus Rules)Prospectus, if required, prepared in accordance with the Prospectus Rules under section 73A of FSMA being approved by the FCA (such document, a “Prospectus”)FCA, no consents or approvals of or filings or registrations with any court or administrative agency or commission or other governmental or quasi-governmental authority or instrumentality or multinational organization or SRO or supra-national authority (each a “Governmental Entity”) Entity are necessary in connection with (i) the execution and delivery by the Company each of Parent and Merger Sub of this Agreement or (ii) the consummation by the Company each of Parent and Merger Sub of the Merger and the other transactions contemplated hereby. As used in this Agreement, “SRO” means (A) any “self-regulatory organization” as defined in Section 3(a)(26) of the Exchange Act and (B) any other United States or foreign securities exchange, futures exchange, commodities exchange or contract market.

Consents and Approvals. Except for (a) the filing of any required applications, filings, notices and requests for waiver, as applicable, with the Federal Reserve Board under the BHC Act and approval of such applications, filings and notices or granting of such waivers, as applicable, (b) the filing of any required applications, filings and notices, as applicable, with the NYSE FDIC and the London Stock Exchange (Texas Department of Banking in connection with the “LSE”)Bank Merger, and approval of such applications, filings and notices, (bc) the filing of an exit notice with the Securities and Exchange Commission (the “SEC”OCC pursuant to 12 C.F.R. § 5.33(k) of a joint proxy statement relating with respect to the meeting of Parent’s shareholders to be held for the purpose of obtaining the Requisite Parent Vote Bank Merger and the meeting filing of any other required applications, filings or notices with any federal or state banking authorities listed on Section 3.4 of the Company’s stockholders to be held for CBTX Disclosure Schedule or Section 4.4 of the purpose Allegiance Disclosure Schedule and approval of obtaining such applications, filings and notices, (d) the Requisite Company Votefiling of any required applications, in each casefilings and notices, in connection as applicable, with this Agreement the NASDAQ, (e) the filing by CBTX with the SEC of the Joint Proxy Statement and the transactions contemplated hereby (including any amendments or supplements thereto, the “Joint Proxy Statement”), in definitive form, and of the registration statement on Form S-4 in which the Joint Proxy Statement (a “Joint Statement”), will be included as a prospectus, to be filed with and the SEC by Parent in connection with the transactions contemplated by this Agreement (the “S-4”) and declaration of effectiveness of the S-4, and such reports and filings under the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as may be required in connection with this Agreement and the transactions contemplated hereunder, (cf) the filing of the Certificate of Merger with the Delaware Texas Secretary of State pursuant to the DGCLTBOC, (dg) the filing of any notices or other filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 Bank Merger Certificates with the applicable Governmental Entities as required by applicable law and (the “HSR Act”), and such other consents, approvals, filings or registrations as may be required under any antitrust or competition Laws of non-U.S. jurisdictions, (e) the applications, filings, consents and notices, as applicable, set forth in Section 3.4 of the Company Disclosure Schedule, (fh) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” Laws laws of various states in connection with the issuance of the shares of Parent CBTX Common Stock in connection with the Merger pursuant to this Agreement (“Parent Share Issuance”) and the approval of the listing of such Parent CBTX Common Stock on the NYSE, (g) the filings required in accordance with Part 12 of the United Kingdom’s Financial Services and Markets Xxx 0000 (“FSMA”) to obtain the approval of the UK Financial Conduct Authority (“FCA”) of the change of control resulting from the transactions contemplated hereby (such approval, the “FCA Approval”) and (h) subject to Section 6.1(j), a prospectus (or a document containing information which is regarded by the FCA as being equivalent to that of a prospectus pursuant to the Prospectus Rules), if required, prepared in accordance with the Prospectus Rules under section 73A of FSMA being approved by the FCA (such document, a “Prospectus”)NASDAQ, no consents or approvals of or filings or registrations with any court or administrative agency or commission or other governmental or quasi-governmental authority or instrumentality or multinational organization or SRO or supra-national authority (each a “Governmental Entity”) Entity are necessary in connection with (i) the execution and delivery by the Company Allegiance of this Agreement or (ii) the consummation by the Company Allegiance of the Merger and the other transactions contemplated herebyhereby (including the Bank Merger). As used in this Agreement, “SRO” means (A) any “self-regulatory organization” as defined in Section 3(a)(26) of the Exchange Act date hereof, Allegiance has no knowledge of any reason why the necessary regulatory approvals and (B) any other United States or foreign securities exchange, futures exchange, commodities exchange or contract marketconsents will not be received by Allegiance to permit consummation of the Merger and Bank Merger on a timely basis.

Consents and Approvals. Except for (ai) the filing of applications, filings applications and notices, as applicable, with the NYSE Board of Governors of the Federal Reserve System (the "Federal Reserve Board") under the BHC Act and the London Stock Exchange Federal Reserve Act, as amended, and approval of such applications and notices, (ii) the filing of any required applications or notices with any state or foreign agencies and approval of such applications and notices (the “LSE”"State Approvals"), (biii) the filing with the Securities and Exchange Commission (the “"SEC”") of a joint proxy statement in definitive form relating to the meeting meetings of Parent’s Mercantile's and Firstar's shareholders to be held for the purpose of obtaining the Requisite Parent Vote and the meeting of the Company’s stockholders to be held for the purpose of obtaining the Requisite Company Vote, in each case, in connection with this Agreement and the transactions contemplated hereby (including any amendments or supplements thereto, the “"Joint Proxy Statement”"), in definitive form, and of the registration statement on Form S-4 (the "S-4") in which the Joint Proxy Statement (a “Joint Statement”), will be included as a prospectus, to be filed with the SEC by Parent in connection with the transactions contemplated by this Agreement (the “S-4”) and declaration of effectiveness of the S-4, and such reports and filings under the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as may be required in connection with this Agreement and the transactions contemplated hereunder, (civ) the filing of the Certificate of Merger Wisconsin Articles with the Delaware Wisconsin Department pursuant to the WBCL, (v) the filing of the Missouri Articles with the Missouri Secretary pursuant to the DGCLMBCL, (dvi) the filing of any notices or other filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the “HSR Act”)consents, and such other consentsauthorizations, approvals, filings or registrations as may be exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment advisers or transfer agents, and federal commodities laws relating to the regulation of futures commission merchants and the rules and regulations thereunder and of any applicable industry self-regulatory organization ("SRO"), and the rules of the NYSE, or that are required under any antitrust or competition Laws of non-U.S. jurisdictionsconsumer finance, mortgage banking and other similar laws and (e) the applications, filings, consents and notices, as applicable, set forth in Section 3.4 of the Company Disclosure Schedule, (fvii) such filings and approvals as are required to be made or obtained under the securities or “"Blue Sky” Laws " laws of various states in connection with the issuance of the shares of Parent Firstar Common Stock in connection with the Merger pursuant to this Agreement (“Parent Share Issuance”) and the approval of the listing of such Parent Common Stock on the NYSE, (g) the filings required in accordance with Part 12 of the United Kingdom’s Financial Services and Markets Xxx 0000 (“FSMA”) to obtain the approval of the UK Financial Conduct Authority (“FCA”) of the change of control resulting from the transactions contemplated hereby (such approval, the “FCA Approval”) and (h) subject to Section 6.1(j), a prospectus (or a document containing information which is regarded by the FCA as being equivalent to that of a prospectus pursuant to the Prospectus Rules), if required, prepared in accordance with the Prospectus Rules under section 73A of FSMA being approved by the FCA (such document, a “Prospectus”)Agreement, no consents or approvals of or filings or registrations with any court or court, administrative agency or commission or other governmental or quasi-governmental authority or instrumentality or multinational organization or SRO or supra-national authority (each a “"Governmental Entity”") are necessary in connection with (iA) the execution and delivery by the Company Firstar of this Agreement or and the Option Agreements and (iiB) the consummation by the Company Firstar of the Merger and the other transactions contemplated hereby. As used in this Agreement, “SRO” means (A) any “self-regulatory organization” as defined in Section 3(a)(26) of the Exchange Act hereby and (B) any other United States or foreign securities exchange, futures exchange, commodities exchange or contract marketthereby.