Common use of Consents and Approvals Clause in Contracts

Consents and Approvals. (a) Except for (a) the filing of applications and notices, as applicable, with the Board of Governors of the Federal Reserve System (“FRB”) and approval of such applications and notices, (b) the filing of applications and notices, as applicable, with the FDIC and approval of such applications and notices, (c) the filing of applications and notices, as applicable, with the OCC, and approval of such applications and notices, (d) the filing of applications and notices, as applicable, with the New Jersey Department and approval of such applications and notices, (e) the filing with the Securities and Exchange Commission (the “SEC”) of a joint proxy statement in definitive form relating to the meetings of the Company's shareholders and Parent’s shareholders to be held in connection with this Agreement and the transactions contemplated hereby (the “Proxy Statement”) and the filing with the SEC and the declaration of effectiveness by the SEC of the registration statement on Form S-4 (the “S-4”) in which the Proxy Statement will be included as a joint proxy statement and prospectus, (f) the approval of the Company Shareholder Matters by the requisite vote of the shareholders of the Company, (g) the filing of the Certificates of Merger with the Secretary of State of the State of New York pursuant to the NYBCL and the Department of the Treasury of the State of New Jersey pursuant to the NJBCA, (h) approval of the listing of the Parent Common Stock to be issued in the Merger on the NASDAQ Global Select Market, (i) such filings as shall be required to be made with any applicable state securities bureaus or commissions, and (j) such other filings, authorizations or approvals as may be set forth in Section 3.04 of the Company Disclosure Schedule, no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental authority or instrumentality (each a “Governmental Entity”) in connection with (1) the execution and delivery by the Company of this Agreement, (2) the consummation by the Company of the Merger and the other transactions contemplated hereby, (3) the execution and delivery by the Company’s Bank of the Bank Merger Agreement and (4) the consummation by the Company’s Bank of the Bank Merger and the other transactions contemplated thereby.

Consents and Approvals. (a) Except for (ai) the filing of applications and notices, as applicable, with the Board of Governors of the Federal Reserve System (“FRB”) Board under the BHC Act and approval of such applications and notices, (bii) the filing of applications any required applications, filings or notices with any Governmental Entity and notices, as applicable, with the FDIC and approval Other Regulatory Approvals listed in Section 6.4 of such applications and noticesthe Parent Disclosure Schedule, (c) the filing of applications and notices, as applicable, with the OCC, and approval of such applications and notices, (d) the filing of applications and notices, as applicable, with the New Jersey Department and approval of such applications and notices, (eiii) the filing with the Securities and Exchange Commission (the “SEC”) of a joint proxy statement in definitive form relating to the meetings SEC of the Company's shareholders and Parent’s shareholders to be held in connection with this Agreement and the transactions contemplated hereby (the “Proxy Statement”) Statement and the filing with the SEC and the declaration of effectiveness by the SEC of the registration statement on Form S-4 (the “S-4”) in which the Proxy Statement will be included as a joint proxy statement and prospectusF-4, (f) the approval of the Company Shareholder Matters by the requisite vote of the shareholders of the Company, (giv) the filing of the Certificates Certificate of Merger with the Secretary of State of the State of New York Delaware pursuant to the NYBCL DGCL and the Department filing of articles of merger and articles of share exchange and other appropriate merger and share exchange documents required by the laws of the Treasury commonwealth of Virginia and the State state of New Jersey pursuant Texas, (v) any notices to or filings with the SBA, (vi) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the NJBCAregulation of broker-dealers, investment companies, investment advisers or transfer agents and federal commodities laws relating to the regulation of futures commission merchants, commodity trading advisers, commodity pool operators or introducing brokers and the rules and regulations thereunder and of any securities or futures exchange or other SRO, or that are required under consumer finance, mortgage banking and other similar laws, (hvii) approval of the listing of the Parent Common Stock to be issued in the Merger on the NASDAQ Global Select MarketShareholder Approval, (iviii) any notices or filings under the HSR Act or applicable foreign antitrust, competition or similar laws, (ix) such filings and approvals as shall be are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with any applicable state securities bureaus or commissionsthe issuance of the Parent Ordinary Shares pursuant to this Agreement and approval of listing of such Parent Ordinary Shares and Parent ADSs on the NYSE, (x) the registration with and verification by the National Securities Exchange Commission of Spain (the “NSEC”) of a prospectus (folleto) relating to the Share Exchange (the “Prospectus”), (xi) the filing of the Deed of execution of the Capital Increase against contribution in kind, the filing of the necessary auditors’ report and the filing of the necessary report of the expert designated by the Commercial Registry relating to the fair value of the assets acquired by Parent in the Transaction and (jxii) such other filings, authorizations or required approvals as may be set forth in Section 3.04 of the Company Disclosure ScheduleBank of Spain and the Spanish Direccion General de Seguros, no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental authority or instrumentality (each a “Governmental Entity”) Entity are necessary in connection with (1) the consummation by Parent of the Transaction 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 Parent of this Agreement, (2) the consummation by the Company of the Merger and the other transactions contemplated hereby, (3) the execution and delivery by the Company’s Bank of the Bank Merger Agreement and (4) the consummation by the Company’s Bank of the Bank Merger and the other transactions contemplated thereby.

Consents and Approvals. (a) Except for (a) the filing of applications applications, filings and notices, as applicable, with the Board of Governors of the Federal Reserve System (the “FRBFederal Reserve Board”) under the BHC Act and the Home Owners’ Loan Act and approval of such applications applications, filings and notices, (b) the filing of applications applications, filings and notices, as applicable, with the FDIC OCC in connection with the Bank Merger, under the Bank Merger Act, and approval of such applications applications, filings and notices, (c) the filing of applications and any required applications, filings or notices, as applicable, with the OCC, Financial Industry Regulatory Authority (“FINRA”) and the approval of such applications applications, filings and notices, (d) the filing of applications and notices, as applicable, with the New Jersey Department and approval of such applications and notices, (e) the filing with the Securities and Exchange Commission (the “SEC”) SEC of a joint proxy statement in definitive form relating to the meetings meeting of the Company's shareholders and ParentCharter’s shareholders stockholders to be held in connection with this Agreement and the transactions contemplated hereby (including any amendments or supplements thereto, the “Proxy Statement-Prospectus”) ), and the filing with the SEC and the declaration of effectiveness by the SEC of the registration statement on Form S-4 (the “S-4”) Registration Statement in which the Proxy Statement Statement-Prospectus will be included as a joint proxy statement and prospectus, (f) to be filed with the approval SEC by CenterState in connection with the transactions contemplated by this Agreement and declaration of effectiveness of the Company Shareholder Matters by the requisite vote of the shareholders of the CompanyRegistration Statement, (ge) the filing of the Certificates Certificates/Articles of Merger with the Florida Secretary of State of the State of New York pursuant to the NYBCL FBCA and the Maryland State Department of the Treasury of the State of New Jersey Assessments and Taxation pursuant to the NJBCAMGCL to the extent required, and (h) approval of the listing of the Parent Common Stock to be issued in the Merger on the NASDAQ Global Select Market, (if) such filings and approvals as shall be are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with any applicable state securities bureaus or commissions, and (j) such other filings, authorizations or approvals as may be set forth in Section 3.04 the issuance of the Company Disclosure Scheduleshares of CenterState Common Stock pursuant to this Agreement (the “Regulatory Approvals”), no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental authority or instrumentality (each a “Governmental Entity”) Authority are necessary in connection with (1i) the execution and delivery by the Company Charter of this Agreement, Agreement or (2ii) the consummation by the Company Charter of the Merger and the other transactions contemplated hereby, hereby (3) including the execution and delivery consummation by the Company’s Bank CharterBank of the Bank Merger Agreement and (4) the consummation by the Company’s Bank Merger). As of the date hereof, Charter 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 and Bank Merger and the other transactions contemplated therebyon a timely basis.

Consents and Approvals. (a) Except for (a) the filing of applications and notices, as applicable, with the Board of Governors of the Federal Reserve System (“FRB”) FRB and approval of such applications and notices, (b) the filing of applications and notices, as applicable, with the FDIC and approval of such applications and notices, (c) the filing of applications and notices, as applicable, with the OCC, New Jersey Department and approval of such applications and notices, (d) the filing of applications and notices, as applicable, with the New Jersey Department and approval of such applications and notices, (e) the filing with the Securities and Exchange Commission (the “SEC”) of a joint proxy statement in definitive form relating to the meetings SEC of the Company's shareholders and Parent’s shareholders to be held in connection with this Agreement and S-4 (including the transactions contemplated hereby (the “Joint Proxy Statement”/prospectus) and the filing with the SEC and the declaration of effectiveness by the SEC of effectiveness of the registration statement on Form S-4 (the “S-4”) in which the Proxy Statement will be included as a joint proxy statement and prospectus, (f) the approval of the Company Parent Shareholder Matters by the requisite vote of the shareholders of the CompanyParent, (g) the filing of the Certificates of Merger with the Secretary of State of the State of New York pursuant to the NYBCL and the Department of the Treasury of the State of New Jersey pursuant to the NJBCA, (h) approval of the listing of the Parent Common Stock to be issued in the Merger on the NASDAQ Global Select Market, (i) such filings as shall be required to be made with any applicable state securities bureaus or commissions, and (j) such other filings, authorizations or approvals as may be set forth in Section 3.04 4.04 of the Company Parent Disclosure Schedule, no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental authority or instrumentality (each a “Governmental Entity”) Entity in connection with (1) the execution and delivery by the Company Parent of this Agreement, (2) the consummation by the Company Parent of the Merger and the other transactions contemplated hereby, (3) the execution and delivery by the CompanyParent’s Bank of the Bank Merger Agreement and (4) the consummation by the CompanyParent’s Bank of the Bank Merger and the other transactions contemplated thereby.

Consents and Approvals. (a) Except for (ai) the filing of applications and notices, as applicable, with the Board of Governors of the Federal Reserve System (“FRB”the "Federal Reserve Board") under the BHC Act and approval of such applications and notices, (bii) the filing of any required applications and notices, as applicable, or notices with the FDIC any state or foreign agencies and approval of such applications and noticesnotices (the "State Approvals"), (c) the filing of applications and notices, as applicable, with the OCC, and approval of such applications and notices, (d) the filing of applications and notices, as applicable, with the New Jersey Department and approval of such applications and notices, (eiii) the filing with the Securities and Exchange Commission (the “"SEC”") of a joint proxy statement in definitive form relating to the meetings of the CompanyBANC ONE's shareholders and Parent’s shareholders FCN's stockholders to be held in connection with this Agreement and the transactions contemplated hereby (the “"Joint Proxy Statement”") and the filing with the SEC and the declaration of effectiveness by the SEC of the registration statement on Form S-4 (the “"S-4”") in which the Joint Proxy Statement will be included as a joint proxy statement and prospectus, (fiv) the filing of the Certificate of Merger with the Delaware Secretary pursuant to the DGCL, and certificate of merger with the Ohio Secretary pursuant to the OGCL and a certificate of merger with the Delaware Secretary pursuant to the DGCL in respect of the First Step Merger, (v) any notices to or filings with the Small Business Administration ("SBA"), (vi) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers or investment advisers, 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 which are required under consumer finance, mortgage banking and other similar laws, (vii) 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 Newco Common Stock pursuant to this Agreement and (viii) the approval of the Company Shareholder Matters this Agreement by the requisite vote of the shareholders stockholders of the Company, (g) the filing of the Certificates of Merger with the Secretary of State of the State of New York pursuant to the NYBCL BANC ONE and the Department of the Treasury of the State of New Jersey pursuant to the NJBCA, (h) approval of the listing of the Parent Common Stock to be issued in the Merger on the NASDAQ Global Select Market, (i) such filings as shall be required to be made with any applicable state securities bureaus or commissions, and (j) such other filings, authorizations or approvals as may be set forth in Section 3.04 of the Company Disclosure ScheduleFCN, no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental authority or instrumentality (each a “"Governmental Entity”") or with any third party are necessary in connection with (1A) the execution and delivery by the Company FCN of this Agreement, Agreement and (2B) the consummation by the Company FCN of the Second Step Merger and the other transactions contemplated hereby, (3) the execution and delivery by the Company’s Bank of the Bank Merger Agreement and (4) the consummation by the Company’s Bank of the Bank Merger and the other transactions contemplated thereby.

Consents and Approvals. (a) Except for (a) the filing of applications and noticesNo consent, as applicablewaiver, with the Board of Governors of the Federal Reserve System (“FRB”) and authorization or approval of such applications and notices, (b) the filing of applications and notices, as applicable, with the FDIC and approval of such applications and notices, (c) the filing of applications and notices, as applicable, with the OCCany Governmental Entity, and approval of such applications and noticesno declaration or notice to or filing or registration with any Governmental Entity, (d) the filing of applications and notices, as applicable, with the New Jersey Department and approval of such applications and notices, (e) the filing with the Securities and Exchange Commission (the “SEC”) of a joint proxy statement in definitive form relating to the meetings of the Company's shareholders and Parent’s shareholders to be held is necessary or required in connection with the execution and delivery of this Agreement and the transactions contemplated hereby (the “Proxy Statement”) and the filing with the SEC and the declaration of effectiveness by the SEC of Company or the registration statement on Form S-4 (the “S-4”) in which the Proxy Statement will be included as a joint proxy statement and prospectus, (f) the approval of performance by the Company Shareholder Matters by the requisite vote or its Subsidiaries of the shareholders of the Companytheir obligations hereunder, except for: (gi) the filing of the Certificates Certificate of Merger with the Secretary of State in accordance with the DGCL; (ii) the filing of the Subsequent Certificate of Merger with the Secretary of State in accordance with the DGCL and the DLLCA; (iii) the filing of New York a Notification and Report Form under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”); (iv) the filing of applications or notices regarding the transaction that is the subject of this Agreement (including the financing thereof) jointly by the parties with the FCC and State Regulators for, in the case of applications, approval of the transfer of control of the Company, and receipt of such approvals; (v) if applicable, notification to and clearance by CFIUS under Section 721 of the United States Defense Production Act of 1950, as amended (codified at 50 U.S.C. § 4565), and the regulations promulgated thereunder (31 C.F.R. Part 800) (“Section 721”); (vi) the filing of a notice by the Company with the U.S. Departments of Defense, Homeland Security, and Justice (the “Team Telecom Agencies”) pursuant to the NYBCL terms of the September 26, 2011, network security agreement by and between the Company and the Department Team Telecom Agencies (the “2011 NSA”) regarding a planned change in control of the Treasury Company and amendment or termination of the State 2011 NSA or negotiation of New Jersey pursuant a new mitigation instrument with the Team Telecom Agencies; (vii) the filing of an updated certificate pertaining to foreign interests by the NJBCACompany with the Defense Security Service (“DSS”) regarding a planned change in foreign ownership, control, and influence (h“FOCI”) approval of Parent; (viii) applicable requirements of the listing Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”) and of the Parent Common Stock to be issued in Securities Exchange Act of 1934, as amended, and the Merger on rules and regulations promulgated thereunder (the NASDAQ Global Select Market, “Exchange Act”); (iix) such filings as shall be required to be made with any applicable state securities bureaus or commissionsconsents, and (j) such other filingswaivers, authorizations or approvals as may be of any Governmental Entity set forth in Section 3.04 on Schedule 3.4 of the Company Disclosure Schedule; and (x) such other consents, no consents or approvals of or waivers, authorizations, approvals, declarations, notices, filings or registrations with any courtas will be obtained or made prior to the Closing or which, administrative agency if not obtained or commission made, would not have a Company Material Adverse Effect or other governmental authority prevent or instrumentality (each a “Governmental Entity”) in connection with (1) materially delay the execution and delivery consummation of the transactions contemplated by the Company of this Agreement, (2) the consummation by the Company of the Merger and the other transactions contemplated hereby, (3) the execution and delivery by the Company’s Bank of the Bank Merger Agreement and (4) the consummation by the Company’s Bank of the Bank Merger and the other transactions contemplated thereby.

Consents and Approvals. (a) Except for (a) the filing of applications and notices, as applicable, with the Federal Reserve Board under the BHC Act, with the FDIC, with the MDOFR under Subtitle 7 of Governors Title 3 and Subtitle 9 of Title 5 of the Federal Reserve System MCFI, and with the Office of the Comptroller of the Currency (the “FRBOCC”) under the National Bank Act and Bank Merger Act, and approval of such applications and notices, (b) the filing of applications and notices, as applicable, with the FDIC and approval of such applications and notices, (c) the filing of applications and notices, as applicable, with the OCC, and approval of such applications and notices, (d) the filing of applications and notices, as applicable, with the New Jersey Department and approval of such applications and notices, (e) the filing with the Securities and Exchange Commission (the “SEC”) of a joint proxy statement in definitive form relating to the meetings meeting of the Company's shareholders and ParentHBI’s shareholders to be held in connection with this Agreement and the transactions contemplated hereby (the “Proxy Statement”) and the filing with the SEC and the declaration of effectiveness by the SEC of the a registration statement on Form S-4 (the “S-4Registration Statement”) in which the Proxy Statement will be included as a joint proxy statement and prospectus, (f) and the approval declaration of effectiveness of the Company Shareholder Matters by the requisite vote of the shareholders of the CompanyRegistration Statement, (gc) the filing of the Certificates Maryland Articles of Merger with with, and its acceptance for record by, the Secretary of State of the State of New York Maryland pursuant to the NYBCL and MGCL, the Department filing of the Treasury Pennsylvania Articles of Merger with, and its acceptance for record by, the Secretary of State of the State Commonwealth of New Jersey Pennsylvania pursuant to the NJBCAETL, and the filing of the Bank Merger Certificates and (hd) 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 FNB Common Stock pursuant to this Agreement and approval of the listing on the NYSE of the Parent such shares of FNB Common Stock to be issued issuable in the Merger on the NASDAQ Global Select Market, (i) such filings as shall be required to be made with any applicable state securities bureaus or commissions, and (j) such other filings, authorizations or approvals as may be set forth in Section 3.04 of the Company Disclosure ScheduleMerger, no consents or approvals of of, or filings or registrations with any court, administrative agency or commission or other governmental authority or instrumentality of any federal, state, local or foreign government (each each, a “Governmental Entity”) or any industry self-regulatory organization, including the Financial Industry Regulatory Authority, Inc. (“SRO”), are necessary in connection with (1i) the execution and delivery by the Company HBI of this Agreement, Agreement and (2ii) the consummation by the Company HBI of the Merger and the other transactions contemplated herebythis Agreement contemplates. No event has occurred, (3) nor has any circumstance arisen, that, to the execution and delivery by knowledge of HBI, would reasonably be likely, either individually or together with any other event or circumstance, to impair the Company’s Bank ability to obtain or materially delay the receipt of the Bank Merger Agreement and (4) Requisite Regulatory Approvals on a timely basis or result in the consummation by the Company’s Bank imposition of the Bank Merger and the other transactions contemplated therebya Materially Burdensome Regulatory Condition.

Consents and Approvals. (a) Except for (a) the filing of applications applications, filings, certificates and notices, as applicable, with the Board of Governors NASDAQ and the approval of the Federal Reserve System (“FRB”) and approval listing on the NASDAQ of such applications and noticesthe shares of Parent Common Stock to be issued as the Stock Consideration pursuant to this Agreement, (b) the filing of applications applications, filings, certificates and notices, as applicable, with the FDIC Federal Reserve Board under the BHC Act and approval or waiver of such applications applications, filings and notices, (c) the filing of applications applications, filings, certificates and notices, as applicable, with the Office of the Comptroller of the Currency (the “OCC”) in connection with the Bank Merger, including filing of the notice of consummation with the OCC pursuant to the National Bank Act, and approval of such applications applications, filings and notices, (d) the filing of applications and notices, as applicable, with the New Jersey Department and approval of such applications and notices, (e) the filing with the Securities and Exchange Commission (the “SEC”) of a joint (i) any filings that are necessary under applicable requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and (ii) the registration statement on Form S-4 in which both the proxy statement in definitive form relating to the meetings meeting of the Company's shareholders and Parent’s shareholders to be held in connection with this Agreement and the transactions contemplated hereby (including any amendment or supplement thereto, the “Proxy Statement”) and a prospectus relating to the filing shares of Parent Common Stock to be issued in the First-Step Merger will be included, to be filed with the SEC and by Parent in connection with the declaration of effectiveness transactions contemplated by the SEC of the registration statement on Form S-4 this Agreement (the “S-4”) in which and declaration of effectiveness of the Proxy Statement will be included S-4, (e) the filing of applications, filings, certificates and notices, as a joint proxy statement applicable, with the New Jersey Department of Banking and prospectusInsurance (the “NJ Department”), (f) the approval filing of the Company Shareholder Matters by First-Step Merger Certificate with the requisite vote New Jersey Department of Treasury pursuant to the shareholders of the CompanyBCA, (g) the filing of the Second-Step Merger Certificates of Merger with the Delaware Secretary of State of the State of New York pursuant to the NYBCL and the New Jersey Department of Treasury in accordance with the Treasury of DGCL and the State of New Jersey pursuant to the NJBCABCA, respectively, (h) approval the filing of the listing of the Parent Common Stock to be issued in the Bank Merger on the NASDAQ Global Select Market, Certificate and (i) such filings and approvals as shall be are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with any applicable state securities bureaus or commissions, and (j) such other filings, authorizations or approvals as may be set forth in Section 3.04 the issuance of the Company Disclosure Scheduleshares of Parent Common Stock pursuant to this Agreement, no consents or approvals of or filings or registrations with any court, administrative agency or commission commission, regulatory agency or other federal, state or foreign governmental authority or instrumentality or any self-regulatory organization (each each, a “Governmental Entity”) or any other third party are necessary in connection with (1A) the execution and delivery by the Company of this Agreement, (2B) the consummation by the Company of the Merger Integrated Mergers and the other transactions contemplated hereby, (3C) the execution and delivery by the Company’s Company Bank of the Bank Merger Agreement and or (4D) the consummation by the Company’s Company Bank of the Bank Merger and the other transactions contemplated therebyMerger.

Consents and Approvals. (a) Except for (ai) the filing of applications applications, filings and notices, as applicable, with NASDAQ, (ii) the filing of applications, filings and notices, as applicable, with the Board of Governors of the Federal Reserve System (the “FRBFederal Reserve Board”) under the Bank Holding Company Act of 1956, as amended (the “BHC Act”), and approval of such applications applications, filings and notices, (biii) the filing of applications applications, filings and notices, as applicable, with the Office of the Comptroller of the Currency (the “OCC”), the Connecticut Department of Banking (“CDOB”) and the FDIC and approval of such applications and notices, (c) the filing of applications and notices, as applicable, in connection with the OCCBank Merger, including under the Bank Merger Act, and approval of such applications applications, filings and notices, (div) the filing of applications applications, filings and notices, as applicable, notices with the New Jersey Department Massachusetts Board of Bank Incorporation (the “BBI”) to become a Massachusetts bank holding company and the approval of such applications applications, filings and notices, (ev) the filing with the Securities and Exchange Commission (the “SEC”) SEC of a joint proxy statement in definitive form relating to the meetings of the Company's shareholders United’s and ParentRockville’s shareholders stockholders to be held in connection with this Agreement and the transactions contemplated hereby (including any amendments or supplements thereto, the “Joint Proxy Statement”) ), and the filing with the SEC and the declaration of effectiveness by the SEC of the registration statement on Form S-4 (the “S-4”) in which the Joint Proxy Statement will be included as a joint proxy statement and prospectus, to be filed with the SEC by Rockville in connection with the transactions contemplated by this Agreement (fthe “S-4”) the approval and declaration of effectiveness of the Company Shareholder Matters by the requisite vote of the shareholders of the CompanyS-4, (gvi) the filing of the Certificates of Merger with the Secretary of State of the State of New York Maryland Department pursuant to the NYBCL MGCL and the Department of the Treasury of the State of New Jersey Connecticut Secretary pursuant to the NJBCACBCA and the filing of the Bank Merger Certificates, (hvii) 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 Rockville Common Stock pursuant to this Agreement and the approval of the listing of the Parent such Rockville Common Stock to be issued in the Merger on the NASDAQ Global Select Market, (i) such filings as shall be required to be made with any applicable state securities bureaus or commissions, and (jviii) such other filings, authorizations and the execution and delivery by United and the relevant trustees or approvals as may be agents of supplemental indentures and relevant documents under the provisions of United’s trust preferred securities instruments and United and its Subsidiaries’ debt indentures set forth in on Section 3.04 6.17 of the Company United Disclosure Schedule, no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental authority or instrumentality or SRO (each a “Governmental Entity”) are necessary in connection with (1A) the execution and delivery by the Company United of this Agreement, Agreement or (2B) the consummation by the Company United of the Merger and the other transactions contemplated hereby, hereby (3) including the execution and delivery by the Company’s Bank Merger). As of the date hereof, United 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 and Bank Merger Agreement and (4) the consummation by the Company’s Bank of the Bank Merger and the other transactions contemplated therebyon a timely basis.

Consents and Approvals. (a) Except for (ai) any notices required to be filed under the filing of applications and notices, as applicable, with the Board of Governors of the Federal Reserve System (“FRB”) and approval of such applications and noticesHSR Act, (b) the filing of applications and notices, as applicable, with the FDIC and approval of such applications and notices, (c) the filing of applications and notices, as applicable, with the OCC, and approval of such applications and notices, (d) the filing of applications and notices, as applicable, with the New Jersey Department and approval of such applications and notices, (eii) the filing with the Securities and Exchange European Commission (the “SEC”) of a joint proxy statement merger notification in definitive form relating to accordance with the meetings ECMR, (iii) the applicable requirements of the Company's shareholders and Parent’s shareholders competent authority of any member state of the European Economic Area to be held in connection with this Agreement and which any of the transactions contemplated hereby by this Agreement is referred pursuant to Article 9 of the ECMR, (iv) the “Proxy Statement”) applicable requirements of Antitrust Laws of jurisdictions other than the United States and the filing with the SEC and the declaration European Union or of effectiveness by the SEC of the registration statement on Form S-4 (the “S-4”) in which the Proxy Statement will be included as a joint proxy statement and prospectusinvestment laws relating to foreign ownership, (fv) the approval of the Company Shareholder Matters by the requisite vote of the shareholders of the Company, (g) the filing of the Certificates of Merger with the Secretary of State of the State of New York pursuant to the NYBCL and the Department of the Treasury of the State of New Jersey pursuant to the NJBCA, (h) approval of the listing of the Parent Seagate Common Stock to be issued in the Merger on the NASDAQ Global Select MarketNYSE, (ivi) such the filing with the SEC of the Joint Proxy Statement/Prospectus and the filing and declaration of effectiveness of the S-4, and any related filings as shall be required to be made with any or approvals under applicable state securities bureaus or commissionslaws and “blue sky” laws, (vii) the filing of the Certificate of Merger with the Delaware Secretary pursuant to the DGCL, (viii) the approval of the Seagate Share Issuance by the a majority of the shares of 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 this Agreement by Seagate as the sole stockholder of Merger Sub, and (jx) such other filingsthe consents and approvals of third parties which are not Governmental Entities, authorizations the failure of which to be obtained would not reasonably be expected to have, individually or approvals as may be set forth in Section 3.04 of the Company Disclosure Scheduleaggregate, a Material Adverse Effect on Seagate, no consents or approvals of of, or filings or registrations with with, any court, administrative agency Governmental Entity or commission or other governmental authority or instrumentality (each a “Governmental Entity”) any third party are necessary in connection with (1A) the execution and delivery by the Company Seagate of this Agreement, Agreement and (2B) the consummation by the Company Seagate of the Merger and the other transactions contemplated hereby, (3) the execution and delivery by the Company’s Bank of the Bank Merger Agreement and (4) the consummation by the Company’s Bank of the Bank Merger and the other transactions contemplated thereby.

Consents and Approvals. (a) Except for (ai) the approval of this Agreement with respect to the Migratory Merger by the Required Banknorth Vote, (ii) the adoption of this Agreement with respect to the Mergers by the Banknorth Delaware Required Vote, (iii) approval of the listing of the TD Common Shares to be issued in the Acquisition Merger on the Toronto Stock Exchange and the New York Stock Exchange, (iv) approval of the listing of the Banknorth Delaware Common Stock to be issued in the Migratory Merger on the New York Stock Exchange, (v) the filing of applications and notices, as applicable, with the Board of Governors of the Federal Reserve System (“FRB”) Board under the BHC Act and approval of such applications and notices, ; (b) the filing of applications and notices, as applicable, with the FDIC and approval of such applications and notices, (c) the filing of applications and notices, as applicable, with the OCC, and approval of such applications and notices, (d) the filing of applications and notices, as applicable, with the New Jersey Department and approval of such applications and notices, (evi) the filing with the United States Securities and Exchange Commission (the “SEC”) of a joint proxy statement in definitive form relating to the meetings meeting of the Company's shareholders and Parent’s shareholders of Banknorth to be held in connection with to vote on the adoption of this Agreement and with respect to the transactions contemplated hereby Migratory Merger (the “Proxy Statement/Prospectus”) and the filing with the SEC with, and the declaration of effectiveness by by, the SEC of the combined registration statement on Form S-4 (the “S-4”) in which the Proxy Statement will be included as a joint proxy statement and prospectus, (f) the approval of the Company Shareholder Matters by the requisite vote of the shareholders of the Company, (g) the filing of the Certificates of Merger with the Secretary of State of the State of New York pursuant F-4 relating to the NYBCL TD Common Shares to be issued in the Acquisition Merger and the Department of the Treasury of the State of New Jersey pursuant on Form S-4 with respect to the NJBCA, (h) approval shares of the listing of the Parent Banknorth Delaware Common Stock to be issued in the Migratory Merger on (the NASDAQ Global Select Market“Registration Statement”) in which the Proxy Statement/Prospectus will be included as a prospectus, (i) such and any related filings as shall be required to be made with any or approvals under applicable state securities bureaus or commissionsblue sky laws, (vii) the filing of the Migratory Merger Certificates and the Certificate of Merger with the Secretaries of State of the States of Maine and Delaware, as applicable, pursuant to the MBCA and the DGCL, as applicable, (viii) the consents and approvals set forth in Section 3.4 of the Banknorth Disclosure Schedule, (ix) any notices or filings under the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), (x) approval by the Superintendent of Financial Institutions (Canada) under the Bank Act (Canada) of (1) the acquisition by TD of a substantial investment in each direct subsidiary of Banknorth that carries on a financial services activity and (j2) the issuance of the TD Common Shares constituting the TD Stock Consideration (the “OSFI Approval”), (xi) such other applications, filings, authorizations or authorizations, orders and approvals as may be set forth required under the banking laws of the states listed in Section 3.04 3.4 of the Company Banknorth Disclosure ScheduleSchedule (the “State Banking Approvals”), (xii) consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal or state securities laws relating to the regulation of broker-dealers, investment companies and investment advisors, (xiii) such filings, notifications and approvals as are required under the Small Business Investment Act of 1958 (“SBIA”) and the rules and regulations of the Small Business Administration (“SBA”) thereunder and (xiv) the consents and approvals of third parties which are not Governmental Entities (as hereinafter defined), the failure of which to be obtained will not have and would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect on Banknorth or TD, no consents or approvals of of, or filings or registrations with with, any court, administrative agency or commission or other governmental authority or instrumentality or self-regulatory organization (each each, a “Governmental Entity”) or with any other third party are necessary in connection with (1A) the execution execution, delivery and delivery performance by the Company Banknorth and Banknorth Delaware of this Agreement, Agreement and the Stockholders Agreement and (2B) the consummation by the Company Banknorth and Banknorth Delaware of the Migratory Merger, the consummation by Banknorth Delaware of the Acquisition Merger and the other transactions contemplated hereby, (3) the execution hereby and delivery by the Company’s Bank of the Bank Merger Agreement and (4) the consummation by the Company’s Bank of the Bank Merger and the other transactions contemplated thereby.

Consents and Approvals. (a) Except for (ai) the filing of applications and notices, as applicable, with the Board of Governors of the Federal Reserve System (the “FRB”) ), the FDIC, and approval of such applications the MDBCF, with respect to the Share Exchange, the Corporate Merger and notices, (b) the filing of applications and noticesBank Merger, as applicable, with the FDIC and approval of such applications and notices, (c) the filing of applications and notices, as applicable, with the OCC, and approval of such applications and notices, (dii) the filing of applications and noticesany required applications, as applicablefilings or notices with any other federal, with the New Jersey Department state or foreign agencies or regulatory (including self-regulatory) authorities and approval or grant of such applications applications, filings and noticesnotices (the “Other Regulatory Approvals”), (eiii) the filing with the Securities and Exchange Commission (the “SEC”) of a joint proxy statement Proxy Statement/Prospectus in definitive form (including any amendments or supplements thereto, the “Proxy Statement”) relating to (a) the meetings approval of the Company's shareholders and Parent’s shareholders to be held in connection with this Agreement and the transactions contemplated hereby by the shareholders of FTC at a meeting at which a quorum consisting of at least a majority of the outstanding shares of FTC Common Stock entitled to vote on the plan exists or, in lieu of approval at a meeting, the written approval or consent of a majority of the outstanding shares of FTC Common Stock entitled to vote on the plan (the “Proxy StatementRequisite FTC Approval”), and (b) and the filing with the SEC and the declaration of effectiveness by the SEC registration of the registration statement shares of BancPlus Common Stock constituting the Aggregate Stock Consideration on Form S-4 (the “Form S-4”) in which pursuant to the Proxy Statement will be included Securities Act of 1933, as a joint proxy statement amended (the “Securities Act”), and prospectusdeclaration of effectiveness of the Form S-4 by the SEC, (fiv) compliance with the approval applicable requirements of the Company Shareholder Matters by Securities Exchange Act of 1934, as amended (the requisite vote “Exchange Act”), and 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 shareholders shares of BancPlus Common Stock constituting a portion of the CompanyShare Exchange Consideration pursuant to this Agreement, and (gv) the filing of the Certificates Articles of Share Exchange and Articles of Merger with the Mississippi Secretary of State of the State of New York and Louisiana Secretary pursuant to the NYBCL MBCA and LBCA, and the Department filing of the Treasury of the State of New Jersey pursuant to the NJBCABank Merger Certificates, (h) approval of the listing of the Parent Common Stock to be issued in the Merger on the NASDAQ Global Select Market, (i) such filings as shall be required to be made with any under applicable state securities bureaus or commissions, and (j) such other filings, authorizations or approvals as may be set forth in Section 3.04 of the Company Disclosure Schedulelaw, no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental authority or instrumentality or self-regulatory organization (an “SRO”) (each a “Governmental Entity”) or Regulatory Agency are necessary by BancPlus or BankPlus in connection with (1A) the execution and delivery by the Company BancPlus and BankPlus of this Agreement, Agreement or (2B) the consummation by the Company BancPlus or any of its Subsidiaries, as applicable, of the Share Exchange, the Corporate Merger and the other transactions contemplated hereby, hereby (3) including the execution and delivery by the Company’s Bank Merger). As of the Bank Merger Agreement date hereof, BancPlus has no knowledge of any reason why the necessary regulatory approvals and (4) consents will not be received to permit consummation of the consummation by Share Exchange, the Company’s Bank of Corporate Merger, the Bank Merger and the other transactions contemplated therebyherein on a timely basis. Except for any consents, authorizations, or approvals which are listed in Sections 3.3 or 3.4 of the BancPlus Disclosure Schedule and adoption and approval of the Bank Merger by BancPlus as the sole shareholder of BankPlus, no consents, authorizations, or approvals of any person, other than a Governmental Entity or Regulatory Agency, are necessary by BancPlus or BankPlus in connection with (x) the execution and delivery by BancPlus and BankPlus of this Agreement or (y) the consummation by BancPlus or any of its Subsidiaries, as applicable, of the Share Exchange, the Corporate Merger, and the other transactions contemplated hereby (including the Bank Merger).”

Consents and Approvals. (a) Except for (a) the filing of applications any required applications, filings and notices, as applicable, with NASDAQ Stock Market LLC (“NASDAQ”) or NYSE, and the approval of the listing of the shares of BANC Common Stock to be issued pursuant to this Agreement and the New BANC Preferred Stock on the NYSE, (b) the filing of any required applications, filings, certificates and notices, as applicable, with the Board of Governors of the Federal Reserve System or Federal Reserve Bank of San Francisco (together, the “FRBFederal Reserve”) under the BHC Act with respect to the Mergers, the Federal Reserve Act with respect to the FRS Membership and the Bank Merger Act with respect to the Bank Merger and approval or waiver of such applications and noticesapplications, (b) the filing of applications and noticesfilings, as applicable, with the FDIC and approval of such applications certificates and notices, (c) the filing of applications applications, filings, certificates and notices, as applicable, with the OCCCalifornia Department of Financial Protection and Innovation (the “CDFPI”), and approval approval, exemption or waiver of such applications applications, filings, certificates and notices, (d) the filing of applications and notices, as applicable, with the New Jersey Department and approval of such applications and notices, (e) the filing with the Securities and Exchange Commission (the “SEC”) of (i) any filings that are necessary under the applicable requirements of the Exchange Act, including the filing of a joint proxy statement in definitive form relating to the meetings of the Company's shareholders PACW’s stockholders and ParentBANC’s shareholders stockholders to be held in connection with this Agreement and the transactions contemplated hereby (including any amendments or supplements thereto, the “Joint Proxy Statement”), and (ii) and the filing with the SEC and the declaration of effectiveness by the SEC of the registration statement on Form S-4 (the “S-4”) in which the Joint Proxy Statement will be included as a joint proxy statement and prospectus, to be filed with the SEC by BANC in connection with the transactions contemplated by this Agreement (fthe “S-4”) and the approval declaration of effectiveness of the Company Shareholder Matters by the requisite vote of the shareholders of the CompanyS-4, (ge) the filing of the Delaware Merger Certificates with the Delaware Secretary pursuant to the DGCL and filing of the Articles of Merger with the Secretary of State of the State of New York Maryland Department pursuant to the NYBCL MGCL, and the Department filing of the Treasury of the State of New Jersey pursuant to the NJBCA, Bank Merger Certificates and (h) approval of the listing of the Parent Common Stock to be issued in the Merger on the NASDAQ Global Select Market, (if) such filings and approvals as shall be are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with any applicable state securities bureaus or commissions, and (j) such other filings, authorizations or approvals as may be set forth in Section 3.04 the issuance of the Company Disclosure Scheduleshares of BANC Common Stock pursuant to this Agreement, no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental authority or instrumentality or SRO (each a “Governmental Entity”) are necessary in connection with (1i) the execution and delivery by the Company PACW of this Agreement, Agreement or (2ii) the consummation by the Company PACW of the Merger Mergers and the other transactions contemplated herebyhereby (including the FRS Membership and the Bank Merger). As of the date hereof, (3) PACW has no knowledge of any reason why the execution necessary regulatory approvals and delivery by consents will not be received in order to permit consummation of the Company’s Bank of Mergers, the FRS Membership and the Bank Merger Agreement and (4) the consummation by the Company’s Bank of the Bank Merger and the other transactions contemplated therebyon a timely basis.

Consents and Approvals. (a) Except for (ai) the filing of applications and notices, as applicable, with the Board of Governors approval of the Federal Reserve System Merger by the Office of Thrift Supervision (“FRB”the "OTS"), (ii) and approval of such applications and noticesthe listing of the Washington Mutual Common Stock to be issued in the Merger on NYSE, (b) the filing of applications and notices, as applicable, with the FDIC and approval of such applications and notices, (c) the filing of applications and notices, as applicable, with the OCC, and approval of such applications and notices, (d) the filing of applications and notices, as applicable, with the New Jersey Department and approval of such applications and notices, (eiii) the filing with the Securities and Exchange Commission (the “"SEC”") of a joint proxy statement in definitive form relating to the meetings meeting of the CompanyDime's shareholders and Parent’s shareholders stockholders to be held in connection with to vote on approval of this Agreement and the transactions contemplated hereby Merger (the “"Proxy Statement”/Prospectus") and the filing with the SEC and the declaration of effectiveness by the SEC of the registration statement on Form S-4 (the “S-4”) in which the Proxy Statement will be included as a joint proxy statement and prospectusany filings or approvals under applicable state securities laws, (f) the approval of the Company Shareholder Matters by the requisite vote of the shareholders of the Company, (giv) the filing of the Certificates Certificate of Merger with the Delaware Secretary of State of the State of New York pursuant to the NYBCL and DGCL, (vi) the Department adoption of this Agreement by the requisite votes of the Treasury stockholders of the State of New Jersey pursuant to the NJBCADime, (hvii) approval of the listing of the Parent Common Stock to be issued in the Merger on the NASDAQ Global Select Market, (i) such filings as shall be required to be made with any applicable state securities bureaus or commissions, consents and (j) such other filings, authorizations or approvals as may be set forth in Section 3.04 4.4 of the Company Dime Disclosure Schedule, and (viii) the consents and approvals of third parties which are not Governmental Entities (as hereinafter defined), the failure of which to be obtained will not have and would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect on Dime or Washington Mutual, no consents or approvals of of, or filings or registrations with with, any court, administrative agency or commission or other governmental authority or instrumentality or self-regulatory organization (each a “"Governmental Entity”") or with any third party are required to be obtained by Dime or its Subsidiaries in connection with (1A) the execution and delivery by the Company Dime of this Agreement, Agreement and (2B) the consummation by the Company Dime of the Merger and the other transactions contemplated hereby, (3) the execution and delivery by the Company’s Bank of the Bank Merger Agreement and (4) the consummation by the Company’s Bank of the Bank Merger and the other transactions contemplated thereby.

Consents and Approvals. (a) Except for (ai) the filing of the applications and notices, as applicable, with the Board of Governors notices listed on Section 3.4 of the Federal Reserve System (“FRB”) Anchor Disclosure Schedule or Section 4.4 of the Old National Disclosure Schedule and approval of or non-objection to such applications and notices, (b) the filing of applications and notices, as applicable, with the FDIC and approval of such applications and notices, (c) the filing of applications and notices, as applicable, with the OCC, and approval of such applications and notices, (d) the filing of applications and notices, as applicable, with the New Jersey Department and approval of such applications and notices, (eii) the filing with the Securities and Exchange Commission (the “SEC”) of a joint proxy statement Proxy Statement in definitive form relating to the meetings meeting of the Company's shareholders and ParentAnchor’s shareholders to be held in connection with this Agreement and the transactions contemplated hereby (including any amendments or supplements thereto, the “Proxy Statement”) ), and the filing with the SEC and the declaration of effectiveness by the SEC of the registration statement on Form S-4 (the “S-4”) in which the Proxy Statement will be included as a joint proxy statement and prospectus, to be filed with the SEC by Old National in connection with the transactions contemplated by this Agreement (fthe “S-4”) the approval and declaration of effectiveness of the Company Shareholder Matters by the requisite vote of the shareholders of the CompanyS-4, (giii) the filing of the Certificates Certificate of Merger with the Delaware Secretary of State of the State of New York pursuant to the NYBCL DGCL, the filing of the Articles of Merger with the Indiana Secretary and the Department filing of the Treasury Bank Merger Certificates, (iv) the filing of any notices or other filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) and (v) 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 State shares of New Jersey Old National Common Stock pursuant to this Agreement and the NJBCA, (h) approval of the listing of the Parent such Old National Common Stock to be issued in the Merger on the NASDAQ Global Select Market, Market (i) such filings as shall be required to be made with any applicable state securities bureaus or commissions, and (j) such other filings, authorizations or approvals as may be set forth in Section 3.04 of the Company Disclosure Schedule“Stock Exchange”), no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental authority or instrumentality or SRO (each a “Governmental Entity”) are necessary in connection with (1A) the execution and delivery by the Company Anchor of this Agreement, Agreement or (2B) the consummation by the Company Anchor of the Merger and the other transactions contemplated herebyhereby (including the Bank Merger). As used in this Agreement, “SRO” means (3i) the execution and delivery by the Company’s Bank any “self-regulatory organization” as defined in Section 3(a)(26) of the Bank Merger Agreement Securities Exchange Act of 1934, as amended (the “Exchange Act”) and (4ii) the consummation by the Company’s Bank of the Bank Merger and the any other transactions contemplated therebyUnited States securities exchange, futures exchange, commodities exchange or contract market.

Consents and Approvals. (a) Except for (ai) the filing of applications and notices, as applicable, with the Board of Governors of the Federal Reserve System (the “FRB”) ), the FDIC, and approval of such applications the MDBCF, with respect to the Share Exchange, the Corporate Merger and notices, (b) the filing of applications and noticesBank Merger, as applicable, with the FDIC and approval of such applications and notices, (c) the filing of applications and notices, as applicable, with the OCC, and approval of such applications and notices, (dii) the filing of applications and noticesany required applications, as applicablefilings or notices with any other federal, with the New Jersey Department state or foreign agencies or regulatory (including self-regulatory) authorities and approval or grant of such applications applications, filings and noticesnotices (the “Other Regulatory Approvals”), (eiii) the filing with the Securities and Exchange Commission (the “SEC”) of a joint proxy statement Proxy Statement/Prospectus in definitive form (including any amendments or supplements thereto, the “Proxy Statement”) relating to (a) the meetings approval of the Company's shareholders and Parent’s shareholders to be held in connection with this Agreement and the transactions contemplated hereby by the shareholders of FTC at a meeting at which a quorum consisting of at least a majority of the outstanding shares of FTC Common Stock entitled to vote on the plan exists (the “Proxy StatementRequisite FTC Approval”), and (b) and the filing with the SEC and the declaration of effectiveness by the SEC registration of the registration statement shares of BancPlus Common Stock constituting the Aggregate Stock Consideration on Form S-4 (the “Form S-4”) in which pursuant to the Proxy Statement will be included Securities Act of 1933, as a joint proxy statement amended (the “Securities Act”), and prospectusdeclaration of effectiveness of the Form S-4 by the SEC, (fiv) compliance with the approval applicable requirements of the Company Shareholder Matters by Securities Exchange Act of 1934, as amended (the requisite vote “Exchange Act”), and 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 shareholders shares of BancPlus Common Stock constituting a portion of the CompanyShare Exchange Consideration pursuant to this Agreement, and (gv) the filing of the Certificates Articles of {JX489484.11} PD.35183901.7 Share Exchange and Articles of Merger with the Mississippi Secretary of State of the State of New York and Louisiana Secretary pursuant to the NYBCL MBCA and LBCA, and the Department filing of the Treasury of the State of New Jersey pursuant to the NJBCABank Merger Certificates, (h) approval of the listing of the Parent Common Stock to be issued in the Merger on the NASDAQ Global Select Market, (i) such filings as shall be required to be made with any under applicable state securities bureaus or commissions, and (j) such other filings, authorizations or approvals as may be set forth in Section 3.04 of the Company Disclosure Schedulelaw, no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental authority or instrumentality or self-regulatory organization (an “SRO”) (each a “Governmental Entity”) or Regulatory Agency are necessary by BancPlus or BankPlus in connection with (1A) the execution and delivery by the Company BancPlus and BankPlus of this Agreement, Agreement or (2B) the consummation by the Company BancPlus or any of its Subsidiaries, as applicable, of the Share Exchange, the Corporate Merger and the other transactions contemplated hereby, hereby (3) including the execution and delivery by the Company’s Bank Merger). As of the Bank Merger Agreement date hereof, BancPlus has no knowledge of any reason why the necessary regulatory approvals and (4) consents will not be received to permit consummation of the consummation by Share Exchange, the Company’s Bank of Corporate Merger, the Bank Merger and the other transactions contemplated therebyherein on a timely basis. Except for any consents, authorizations, or approvals which are listed in Sections 3.3 or 3.4 of the BancPlus Disclosure Schedule and adoption and approval of the Bank Merger by BancPlus as the sole shareholder of BankPlus, no consents, authorizations, or approvals of any person, other than a Governmental Entity or Regulatory Agency, are necessary by BancPlus or BankPlus in connection with (x) the execution and delivery by BancPlus and BankPlus of this Agreement or (y) the consummation by BancPlus or any of its Subsidiaries, as applicable, of the Share Exchange, the Corporate Merger, and the other transactions contemplated hereby (including the Bank Merger).

Consents and Approvals. (a) Except for (a) the filing of applications and notices, as applicable, with the Board of Governors of the Federal Reserve System (“FRB”) and approval of such applications and notices, (b) the filing of applications and notices, as applicable, with the FDIC and approval of such applications and notices, (c) the filing of applications and notices, as applicable, with the OCC, and approval of such applications and notices, (d) the filing of applications and notices, as applicable, with the New Jersey Department and approval of such applications and notices, (e) the filing with the Securities and Exchange Commission (the “SEC”) of a joint proxy statement in definitive form relating to the meetings of the Company's shareholders and Parent’s shareholders to be held in connection with this Agreement and the transactions contemplated hereby (the “Proxy Statement”) and the filing with the SEC and the declaration of effectiveness by the SEC of the registration statement on Form S-4 (the “S-4”) in which the Proxy Statement will be included as a joint proxy statement and prospectus, (f) the approval of the Company Shareholder Matters by the requisite vote of the shareholders of the Company, (g) the filing of the Certificates of Merger with the Secretary of State of the State of New York pursuant to the NYBCL and the Department of the Treasury of the State of New Jersey pursuant to the NJBCA, (h) approval of the listing of the Parent Common Stock to be issued in the Merger on the NASDAQ Global Select Market, (i) such filings as shall be required to be made with any applicable state securities bureaus or commissions, and (j) such other filings, authorizations or approvals as may be set forth in Section 3.04 of the Company Disclosure Schedule, no No consents or approvals of of, waivers by, notices to, or filings or registrations with any court, administrative agency or commission Governmental Entity or other governmental authority Person are required to be obtained, given, or instrumentality (each a “Governmental Entity”) made by the Company or the Bank, or any of their Subsidiaries, in connection with (1) the execution and delivery execution, delivery, or performance of this Agreement by the Company Company, or the execution, delivery, or performance of this Agreementthe Bank Merger Agreement by the Bank, (2) or the consummation by the Company and the Bank of the Merger transactions contemplated hereby and thereby, including without limitation the Mergers and the other transactions contemplated herebyBank Merger, except (3i) applications, notices, and waiver requests required to be filed with or given or made to and consents, approvals, and waivers required from, and the expiration of related waiting periods imposed by, the Federal Reserve, the FDIC, the NCCOB, and the United States Department of Justice (collectively, the “Regulatory Approvals”); (ii) the execution filing of the Articles of Merger with the North Carolina Secretary of State, the filing of the Second Step North Carolina Articles of Merger with the North Carolina Secretary of State, and delivery the filing of the Bank Merger Certificates; (iii) the filing with the SEC of the Proxy Statement in definitive form, and such other filings and reports as are required under the Exchange Act; (iv) the approval of this Agreement by the Company’s Bank shareholders of the Company in accordance with the articles of incorporation and bylaws of the Company and applicable Law and the approval of the Bank Merger Agreement by the Company as the sole shareholder of the Bank in accordance with the articles of incorporation and bylaws of the Bank and applicable Law; (4v) such as may be required in connection with BancShares acquiring from and succeeding to all rights, title, and interests of the consummation by Company in the TPS Trust, including the issued and outstanding common securities of the TPS Trust, and BancShares’ assumption of the Company’s Bank covenants, agreements, and obligations under and relating to the Trust Preferred Securities and the Trust Debentures, in each case subject to the terms and conditions of the TPS Documents; and (vi) consents, approvals, waivers, notices, filings, and registrations the failure of which to obtain, give, or make would not, individually or in the aggregate, have a material impact on the Company or the Bank Merger or their Subsidiaries or, after the Mergers and the other transactions contemplated therebyBank Merger, the Surviving Corporation or the Surviving Bank or their Subsidiaries. As of the date of this Agreement, the Company does not have Knowledge of any reason why any of the consents, approvals, or waivers referred to in this Section 4.2(f) will not be obtained or received in a timely manner.

Consents and Approvals. (a) Except for (a) filings of applications and notices with, and receipt of consents, authorizations, approvals, exemptions or non-objections from, the Securities and Exchange Commission (the “SEC”), state securities authorities, applicable securities, commodities and futures exchanges, and other industry self-regulatory organizations (each, an “SRO”), (b) the filing of applications and noticesany other required applications, as applicable, filings or notices with the Board of Governors of the Federal Reserve System (the “FRBFederal Reserve”), the United States Office of the Comptroller of the Currency (the “OCC”), the FDIC, the Pennsylvania Department of Banking and Securities (the “Banking Department”) and any other foreign, federal or state banking agency, other regulatory, self-regulatory or enforcement authorities, or any courts, administrative agencies or commissions or other governmental authorities or instrumentalities (each of the bodies set forth in clauses (a) and (b), a “Governmental Entity”) and approval of or non-objection to such applications applications, filings and notices, notices (b) the filing of applications and notices, as applicable, taken together with the FDIC and approval of such applications and noticesitems listed in clause (a), the “Regulatory Approvals”), (c) the filing of applications and notices, as applicable, with the OCC, and approval of such applications and notices, (d) the filing of applications and notices, as applicable, with the New Jersey Department and approval of such applications and notices, (e) the filing with the Securities and Exchange Commission (the “SEC”) SEC of a joint proxy statement in definitive form relating to the meetings of the Company's shareholders and Parent’s shareholders to be held in connection with this Agreement and the transactions contemplated hereby Company Shareholders’ Meeting (including any amendments or supplements thereto, the “Proxy Statement”) and the filing with the SEC and the declaration of effectiveness by the SEC of the a registration statement on Form S-4 (or such other applicable form) (the “Form S-4”) in which the Proxy Statement will be included as a joint proxy statement and prospectus, (f) the approval and declaration of effectiveness of the Company Shareholder Matters by the requisite vote of the shareholders of the CompanyForm S-4, (gd) the filing of the Certificates Statement of Merger with the Pennsylvania Department and the Certificate of Merger with the Ohio Secretary of State of the State of New York pursuant to the NYBCL State, and the Department of the Treasury of the State of New Jersey pursuant to the NJBCA, (h) approval of the listing of the Parent Common Stock to be issued in the Merger on the NASDAQ Global Select Market, (ie) such filings and approvals as shall be are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with any applicable state securities bureaus or commissions, and (j) such other filings, authorizations or approvals as may be set forth in Section 3.04 the issuance of the Company Disclosure SchedulePurchaser Common Shares pursuant to this Agreement and approval of listing of such Purchaser Common Shares on the Nasdaq, no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental authority or instrumentality (each a “Governmental Entity”) Entity are necessary in connection with (1) the execution and delivery by the Company of this Agreement, (2) the consummation by the Company of the Merger and the other transactions contemplated hereby, (3) the execution and delivery by the Company’s Bank of the Bank Merger Agreement and (4) the consummation by the Company’s Bank of or the Bank Merger and the other transactions contemplated therebyby 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 Company of this Agreement.

Consents and Approvals. (a) Except for (ai) filings of applications and notices with, and receipt of consents, authorizations, approvals, exemptions or nonobjections from, the Securities and Exchange Commission (the “SEC”), NYSE, non-U.S. and state securities authorities, the Financial Industry Regulatory Authority (“FINRA”), the Commodities and Futures Trading Commission (“CFTC”), the Federal Energy Regulatory Commission (“FERC”), applicable securities, commodities and futures exchanges, the United Kingdom Financial Services Authority (“FSA”), and other industry self-regulatory organizations (“SRO”), (ii) the filing of applications and notices, as applicable, an application (the “BHCA Application”) with the Board of Governors of the Federal Reserve System (the “FRBFederal Reserve Board”) under Section 4 of the Bank Holding Company Act of 1956, as amended (the “BHC Act”) and approval of such applications and noticesapplication, (biii) the filing of any required applications and notices, as applicable, with the FDIC Federal Deposit Insurance Corporation (the “FDIC”), the Utah Department of Financial Institutions, the New York State Banking Division and any other non-U.S., federal or state banking, consumer finance, mortgage banking, 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”) and approval of or non-objection to such applications applications, filings and noticesnotices (taken together with the items listed in clauses (i) and (ii), the “Regulatory Approvals”), (c) the filing of applications and notices, as applicable, with the OCC, and approval of such applications and notices, (d) the filing of applications and notices, as applicable, with the New Jersey Department and approval of such applications and notices, (eiv) the filing with the Securities and Exchange Commission (the “SEC”) SEC of a joint proxy statement Proxy Statement in definitive form relating to the respective meetings of the Company's shareholders ’s and Parent’s shareholders stockholders to be held in connection with this Agreement and the transactions contemplated hereby by this Agreement (the “Joint Proxy Statement”) and the filing with the SEC and the declaration of effectiveness by the SEC of the a registration statement on Form S-4 (the “Form S-4”) in which the Joint Proxy Statement will be included as a joint proxy statement and prospectus, (f) the approval and declaration of effectiveness of the Company Shareholder Matters by the requisite vote of the shareholders of the CompanyForm S-4, (gv) the filing of the Certificates Certificate of Merger with the Secretary of State of the State of New York Delaware pursuant to the NYBCL DGCL, (vi) any notices to or filings with the Small Business Administration (the “SBA”), (vii) any notices or filings required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) and the Department antitrust laws and regulations of the Treasury of the State of New Jersey pursuant to the NJBCA, any non-U.S. jurisdiction and (h) approval of the listing of the Parent Common Stock to be issued in the Merger on the NASDAQ Global Select Market, (iviii) such filings and approvals as shall be are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with any applicable state securities bureaus or commissions, and (j) such other filings, authorizations or approvals as may be set forth in Section 3.04 the issuance of the Company Disclosure Scheduleshares of Parent Common Stock pursuant to this Agreement and approval of listing of such Parent Common Stock on the NYSE, no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental authority or instrumentality (each a “Governmental Entity”) Entity are necessary in connection with (1) the execution and delivery by the Company of this Agreement, (2) the consummation by the Company of the Merger and the other transactions contemplated hereby, (3) by this Agreement or the Stock Option Agreement. No consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with the execution and delivery by Company of this Agreement or the Company’s Bank of the Bank Merger Agreement and (4) the consummation by the Company’s Bank of the Bank Merger and the other transactions contemplated therebyStock Option Agreement.

Consents and Approvals. (a) Except for (ai) the filing of applications and notices, as applicable, as to the Merger and the Institution Merger with the Board of Governors of the Federal Reserve System (“FRB”) OTS and approval of such applications and notices, (b) the filing of applications and notices, as applicable, with the FDIC and approval of such applications and notices, (c) the filing of applications and notices, as applicable, with the OCC, and approval of such applications and notices, (d) the filing of applications and notices, as applicable, with the New Jersey Department and approval of such applications and notices, (eii) the filing with the Securities and Exchange Commission SEC of a registration statement (the “SEC”"Registration Statement") to register the shares of Sterling Common Stock to be issued in connection with the Merger which Registration Statement will include the proxy statement/prospectus (the "Proxy Statement/Prospectus") to be used in soliciting the requisite approval of Empire stockholders at a joint proxy statement in definitive form relating to the meetings meeting of the Company's shareholders and Parent’s shareholders such stockholders to be held in connection with this Agreement and the transactions contemplated hereby hereby, including any adjournments thereof (the “Proxy Statement”"Empire Meeting"), (iii) and approval of the filing listing of the Sterling Common Stock to be issued in connection with the SEC and the declaration of effectiveness by the SEC of the registration statement Merger on Form S-4 (the “S-4”) in which the Proxy Statement will be included as NASDAQ or a joint proxy statement and prospectusnational securities exchange, (fiv) the approval of the Company Shareholder Matters this Agreement by the requisite vote of the shareholders stockholders of Empire pursuant to the CompanyEmpire Certificate of Incorporation and the DGCL, (gv) the filing of the Certificates Certificate of Merger with the Secretary of State of the State of New York Delaware pursuant to the NYBCL DGCL and (vi) the filings and Empire Bank Board of Directors and Empire Bank shareholder approvals required in connection with the Institution Merger Agreement and the Department of the Treasury of the State of New Jersey pursuant to the NJBCA, (h) approval of the listing of the Parent Common Stock to be issued in the Merger on the NASDAQ Global Select Market, (i) such filings as shall be required to be made with any applicable state securities bureaus or commissions, and (j) such other filings, authorizations or approvals as may be set forth in Section 3.04 of the Company Disclosure ScheduleInstitution Merger, no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental authority or instrumentality (each a “Governmental Entity”) , or with any third party are necessary in connection with (1) the execution and delivery by the Company Empire of this Agreement, ; (2) the consummation by the Company Empire of the Merger and the other transactions contemplated hereby, ; (3) the execution and delivery by the Company’s Empire Bank of the Bank Institution Merger Agreement Agreement; and (4) the consummation performance by the Company’s Empire Bank of the Bank Institution Merger Agreement and the other transactions contemplated thereby, except, in each case, for such consents, approvals or filings, the failure of which to obtain will not have a Material Adverse Effect on the ability to consummate the transactions contemplated hereby. (b) Empire has no knowledge of any reason why approval or effectiveness of any of the applications, notices or filings referred to in Section 3.4(a) cannot be obtained or granted on a timely basis.

Consents and Approvals. (a) Except for (a) any applicable filing with, the filing of applications and notices, as applicable, with Nasdaq Stock Market (the Board of Governors of the Federal Reserve System (“FRBNasdaq”) and approval of such applications and notices), (b) the filing of applications and notices, as applicable, with the FDIC and approval of such applications and notices, (c) the filing of applications and notices, as applicable, with the OCC, and approval of such applications and notices, (d) the filing of applications and notices, as applicable, with the New Jersey Department and approval of such applications and notices, (e) the filing with the Securities and Exchange Commission (the “SEC”) of a joint proxy statement in definitive form relating to the meetings meeting of the Company's shareholders and Parent’s shareholders to be held in connection with this Agreement and the transactions contemplated hereby by this Agreement (the “Proxy Statement”) and the filing with the SEC and the declaration of effectiveness by the SEC of the a registration statement on Form S-4 (or such other applicable form) (the “Form S-4”) in which the Proxy Statement will be included included, and declaration of effectiveness of the Form S-4, (c) the filing of a notice and/or an application with the Board of Governors of the Federal Reserve System (the “Federal Reserve”) pursuant to the Bank Holding Company Act of 1956, as amended, or regulations promulgated by the Federal Reserve thereunder, (d) filings of applications and notices to the Idaho Department of Finance in accordance with Section 26-2605 of the Idaho Banking Act and Section 16-1604 of the Idaho Interstate Branching Act and the Washington State Department of Financial Institutions pursuant to Sections 30.49.040, 30.49.125 and 30.04.405 of the Revised Code of Washington and approval of or non-objection to such applications, filings and notices, (e) the filing of a joint proxy statement and prospectusbank merger application with the FDIC pursuant to the Bank Merger Act of 1960, as amended, (f) the approval of the Company Shareholder Matters by the requisite vote of the shareholders of the Company, (g) the filing of the Certificates Washington Articles of Merger with the Washington Secretary, the Statement of Merger with the Idaho Secretary of State and the filings of the State of New York pursuant to the NYBCL Bank Merger Certificates and the Department of the Treasury of the State of New Jersey pursuant to the NJBCA, (h) approval of the listing of the Parent Common Stock to be issued in the Merger on the NASDAQ Global Select Market, (ig) such filings and approvals as shall be are required to be made or obtained under the securities or “blue sky” Laws of various states in connection with any applicable state securities bureaus or commissions, and (j) such other filings, authorizations or approvals as may be set forth in Section 3.04 the issuance of the Company Disclosure Scheduleshares of Parent Common Stock pursuant to this Agreement, no consents or approvals of or filings or registrations with any courtforeign, federal or state banking or other regulatory, self-regulatory or enforcement authorities or any courts, administrative agency agencies or commission commissions or other governmental authority authorities or instrumentality instrumentalities (each a “Governmental Entity”) ), are necessary in connection with (1) the execution and delivery by the Company of this Agreement, (2) the consummation by the Company of the Merger and the other transactions contemplated herebyMerger, (3) the execution and delivery by the Company’s Bank of the Bank Merger Agreement and (4) the consummation by the Company’s Bank of the Bank Merger and the other transactions contemplated therebyby this Agreement.

Consents and Approvals. (a) Except for (ai) the filing of applications and noticesapplications, notices or waiver requests, as applicable, as to the Merger and the Bank Merger with the Board of Governors of FRB under the Federal Reserve System BHCA and the FDIC under the Bank Merger Act and FDIC regulations, and with the Nevada Financial Institutions Division (“FRBNFID”) under Nevada banking laws or regulations (the “State Banking Approvals”), and approval of such the foregoing applications and notices, (b) the filing of applications and notices, as applicable, with the FDIC and approval of such applications and notices, (c) the filing of applications and notices, as applicable, with the OCC, and approval of such applications and notices, (d) the filing of applications and notices, as applicable, with the New Jersey Department and approval of such applications and notices, (eii) the filing with the Securities and Exchange Commission (the “SEC”) of a joint proxy statement in definitive form relating Registration Statement on Form S-4 to register the meetings shares of the Company's shareholders and Parent’s shareholders to WAL Common Stock that may be held issued in connection with this Agreement the Merger (such Form S-4, and any amendments or supplements thereto, the transactions contemplated hereby “Registration Statement”), which will include the proxy statement/prospectus to be used in soliciting the approval of Target’s stockholders at the Special Meeting (such proxy statement as amended or supplemented is referred to herein as the “Proxy StatementMaterials”) and the filing with the SEC and the declaration of effectiveness by the SEC of the registration statement on Form S-4 (the “S-4”) in which the Proxy Statement will be included as a joint proxy statement and prospectus), (fiii) the approval of the Company Shareholder Matters this Agreement by the requisite vote of the shareholders stockholders of the CompanyTarget, (giv) the filing of the Certificates Articles of Merger with the Nevada Secretary of State pursuant to Nevada law, (v) the filing of the Certificate of Merger with the Secretary of State of the State of New York Delaware pursuant to the NYBCL and the Department of the Treasury of the State of New Jersey pursuant to the NJBCADGCL, (hvi) approval of the listing of filings required by the Parent Common Stock to be issued in the Bank Merger on the NASDAQ Global Select MarketAgreement, if applicable, (ivii) such consents, approvals, orders, authorizations, registrations, declarations and filings or waivers thereof as shall may be required to be made with any under applicable federal, foreign and state securities bureaus (or commissionsrelated) laws and, if applicable, the securities or antitrust laws of any foreign country, and (jviii) such other filings, authorizations or approvals as may be set forth in Section 3.04 3.4 of the Company Target Disclosure Schedule, no consents or approvals of or filings or registrations by Target with any court, administrative agency or commission or other governmental authority or instrumentality (each a “Governmental Entity”) ), or with any third party are necessary in connection with (1) the execution and delivery by the Company Target of this Agreement, (2) the consummation by the Company Target of the Merger and the other transactions contemplated hereby, (3) the execution and delivery by the Company’s Target Bank of the Bank Merger Agreement Agreement, and (4) the consummation by the Company’s Target Bank of the Bank Merger and the other 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 Target. (b) Except as may be set forth in Schedule 3.4(b) of the Target Disclosure Schedule, Target has no Knowledge as of the date of this Agreement of any reason why approval or effectiveness of any of the consents, approvals, authorizations, applications, notices, filings or waivers thereof from any Governmental Entity referred to in Section 3.4(a) required to be obtained by Target or Target Bank cannot be obtained or granted on a timely basis.

Consents and Approvals. (a) Except for (a) the filing of applications applications, filings and notices, as applicable, with the Board of Governors of NASDAQ and the Federal Reserve System New York Stock Exchange (the “FRBNYSE”) and approval of such applications and notices), (b) the filing of applications and notices, as applicable, with the FDIC and approval of such applications and notices, (c) the filing of applications and notices, as applicable, with the OCC, and approval of such applications and notices, (d) the filing of applications and notices, as applicable, with the New Jersey Department and approval of such applications and notices, (e) the filing with the Securities and Exchange Commission (the “SEC”) of either (i) a joint proxy proxy/consent solicitation statement in definitive form relating to the meetings meeting of the Company's shareholders and Parent’s shareholders to be held for the purpose of obtaining the Requisite Parent Vote and the solicitation by the Company of written consents from the Company’s stockholders 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/Consent Solicitation Statement”) or (ii) 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 Parent 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 each case of clause (i) and the filing with the SEC (ii), in definitive form, and the declaration of effectiveness by the SEC of the registration statement on Form S-4 in which the Joint Proxy/Consent Solicitation Statement or the Joint Proxy Statement, as applicable (either, 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”) in which and declaration of effectiveness of the Proxy Statement will be included as a joint proxy statement and prospectusS-4, (f) the approval of the Company Shareholder Matters by the requisite vote of the shareholders of the Company, (gc) the filing of the Certificates Certificate of Merger with the Delaware Secretary of State of the State of New York pursuant to the NYBCL 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 and (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 Department of the Treasury of the State of New Jersey pursuant to the NJBCA, (h) approval of the listing of the such Parent Common Stock to be issued in the Merger on the NASDAQ Global Select Market, (i) such filings as shall be required to be made with any applicable state securities bureaus or commissions, and (j) such other filings, authorizations or approvals as may be set forth in Section 3.04 of the Company Disclosure ScheduleNASDAQ, no consents or approvals of or filings or registrations with any court, court or administrative agency or commission or other governmental or quasi-governmental authority or instrumentality or multinational organization or SRO (each a “Governmental Entity”) are necessary in connection with (1i) the execution and delivery by the Company of this Agreement, Agreement or (2ii) the consummation by the Company of the Merger and the other transactions contemplated hereby. As used in this Agreement, “SRO” means (3A) the execution and delivery by the Company’s Bank any “self-regulatory organization” as defined in Section 3(a)(26) of the Bank Merger Agreement Securities Exchange Act of 1934 (the “Exchange Act”) and (4B) the consummation by the Company’s Bank of the Bank Merger and the any other transactions contemplated therebyUnited States or foreign securities exchange, futures exchange, commodities exchange or contract market.

Consents and Approvals. (a) Except for (ai) the filing of applications and notices, as applicable, with the Federal Reserve Board under the BHC Act (including with respect to the qualification of Governors TopCo and IntermediateCo as bank holding companies and the indirect acquisition by Parent of the Federal Reserve System 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 (“FRB”Canada) and the approval of such applications and notices, (bii) the filing of applications and notices, as applicable, with the FDIC and approval of such applications the listing on the Toronto Stock Exchange and noticesthe 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, (c) the filing of applications and notices, as applicable, with the OCC, and approval of such applications and notices, (d) the filing of applications and notices, as applicable, with the New Jersey Department and approval of such applications and notices, (eiii) the filing with the Securities and Exchange Commission (the “SEC”) SEC of a joint proxy statement in definitive form relating to the meetings meeting of the Company's shareholders and Parent’s shareholders of the Company to be held in connection with to vote on the approval of this Agreement and the transactions contemplated hereby (the “Proxy Statement/Prospectus”) and the filing with the SEC and the declaration of effectiveness by the SEC of the registration statement on Form S-4 F-4 (the “S-4Form F-4”) in which the Proxy Statement Statement/Prospectus will be included as a joint proxy statement prospectus and prospectusany filings or approvals under applicable state securities Laws, (f) the approval of the Company Shareholder Matters by the requisite vote of the shareholders of the Company, (giv) the filing of the Certificates Certificate of Merger with the Secretary of State New Jersey Department of the State Treasury, Division of New York Commercial Recording pursuant to the NYBCL NJBCA and the Department of the Treasury of the State of New Jersey pursuant to such other Governmental Entities as required by the NJBCA, (hv) the approval of this Agreement by the listing of the Parent Common Stock to be issued in the Merger on the NASDAQ Global Select MarketRequired Company Vote, (ivi) such filings as shall be required to be made with any applicable state securities bureaus or commissions, the consents and (j) such other filings, authorizations or approvals as may be set forth in Section 3.04 4.4 of the Company Disclosure Schedule, (vii) any notices or filings under the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) and the expiration or termination of any applicable waiting periods thereunder, (viii) the consents, authorizations, approvals, filings or exemptions in connection with the applicable provisions of federal or state securities Laws or the rules or regulations of any applicable self-regulatory organization, in any such case relating to the regulation of broker-dealers, investment companies and investment advisors, (ix) the consents, authorizations, approvals, filings or exemptions in connection with the applicable provisions of insurance Laws and (x) the consents, authorizations, approvals, filings and registrations of third parties which are not Governmental Entities, the failure of which to obtain or make would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect on the Company or Parent, no consents or approvals of of, or filings or registrations with with, any court, administrative agency or commission or other governmental or regulatory authority or instrumentality or self-regulatory organization (each each, a “Governmental Entity”) or of or with any other third party by and on behalf of the Company (or by or on behalf of any acquiror of the Company) are necessary in connection with (1A) the execution and delivery by the Company of this Agreement, Agreement and (2B) the consummation by the Company of the Merger and the other transactions contemplated hereby, (3) the execution and delivery by the Company’s Bank of the Bank Merger Agreement and (4) the consummation by the Company’s Bank of the Bank Merger and the other transactions contemplated thereby.

Consents and Approvals. (a) Except for (ai) the filing of applications applications, filings and notices, as applicable, with the Board of Governors of the Federal Reserve System (the “FRBFederal Reserve Board”) under the BHC Act, the Office of the Superintendent of Financial Institutions (Canada) (“OSFI”) under the Bank Act (Canada) and approval the Illinois Department of such applications Financial and noticesProfessional Regulation, (b) the filing Division of applications and notices, as applicable, with the FDIC and approval of such applications and notices, (c) the filing of applications and notices, as applicable, with the OCCBanking under Illinois law, and approval of such applications applications, filings and notices, (d) the filing of applications and notices, as applicable, with the New Jersey Department and approval of such applications and notices, (eii) the filing with the Securities and Exchange Commission (the “SEC”) of a joint proxy statement in definitive form relating to the meetings meeting of the Company's shareholders and Parent’s shareholders stockholders to be held in connection with this Agreement and the transactions contemplated hereby (including any amendments or supplements thereto, the “Proxy Statement”) ), and the filing with the SEC and the declaration of effectiveness by the SEC of the registration statement on Form S-4 (the “S-4”) F-4 in which the Proxy Statement will be included as a joint proxy statement and prospectus, to be filed with the SEC by Parent in connection with the transactions contemplated by this Agreement (fthe “F-4”) and declaration of effectiveness of the F-4, (iii) the filing of the Certificate of Merger with the Delaware Secretary pursuant to the DGCL, (iv) the filing of any notices or other filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), (v) 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 Parent Common Shares pursuant to this Agreement and (vi) the approval of the Company Shareholder Matters by listing of such Parent Common Shares on the requisite vote of the shareholders of the Company, (g) the filing of the Certificates of Merger with the Secretary of State of the State of New York pursuant to the NYBCL Stock Exchange (“NYSE”) and the Department of Toronto Stock Exchange (the Treasury of the State of New Jersey pursuant to the NJBCA, (h) approval of the listing of the Parent Common Stock to be issued in the Merger on the NASDAQ Global Select Market, (i) such filings as shall be required to be made with any applicable state securities bureaus or commissions, and (j) such other filings, authorizations or approvals as may be set forth in Section 3.04 of the Company Disclosure Schedule“TSX”), no consents or approvals of or filings or registrations with any court, court or administrative agency or commission or other governmental authority or instrumentality or SRO (each a “Governmental Entity”) are necessary in connection with (1A) the execution and delivery by the Company of this Agreement, Agreement or (2B) the consummation by the Company of the Merger and the other transactions contemplated hereby. As used in this Agreement, “SRO” means (3x) the execution and delivery by the Company’s Bank any “self regulatory organization” as defined in Section 3(a)(26) of the Bank Merger Agreement Securities Exchange Act of 1934, as amended (the “Exchange Act”) and (4y) the consummation by the Company’s Bank any other United States or foreign securities exchange, futures exchange, commodities exchange or contract market. As of the Bank 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 and the other transactions contemplated therebyon a timely basis.

Consents and Approvals. (a) Except for (ai) the filing of applications and notices, as applicable, as to the Merger with the Board FRB under the BHCA and with the Office of Governors Thrift Supervision ("OTS") under the Home Owners' Loan Act of 1933 ("HOLA") and the Bank Merger Act, as to the Bank Merger with the OTS, (ii) the filing of applications and notices with the Banking Commissioner of the Federal Reserve System State of Connecticut (“FRB”the "Connecticut Commissioner"), as well as any other applications and notices to state officials related to the Merger and the Bank Merger (the "State Banking Approvals"), (iii) the filing with the Connecticut Commissioner of an acquisition statement pursuant to Section 36a-184 of the Banking Law of the State of Connecticut prior to the acquisition of more than 10% of MECH Common Stock pursuant to the Option Agreement, if not exempt, (iv) the filing of any required applications or notices with the FDIC and OTS as to any subsidiary activities of MS Bank which becomes a service corporation or operating subsidiary of Xxxxxxx Bank and approval of such applications and notices, (b) the filing of applications and notices, as applicable, with the FDIC and approval of such applications and notices, (c) the filing of applications and notices, as applicable, with the OCC, and approval of such applications and notices, (d) the filing of applications and notices, as applicable, with the New Jersey Department and approval of such applications and notices, (ev) the filing with the Securities and Exchange Commission (the “SEC”) SEC of a joint proxy registration statement on Form S-4 to register the shares of Xxxxxxx Common Stock to be issued in definitive form relating to connection with the meetings Merger (including the shares of Xxxxxxx Common Stock that may be issued upon the exercise of the Companyoptions referred to in Section 1.5 hereof), which will include the proxy statement/prospectus to be used in soliciting the approval of MECH's shareholders and Parent’s shareholders at a meeting to be held in connection with this Agreement and the transactions contemplated hereby (the “"Proxy Statement”) and the filing with the SEC and the declaration of effectiveness by the SEC of the registration statement on Form S-4 (the “S-4”) in which the Proxy Statement will be included as a joint proxy statement and prospectus/Prospectus"), (f) the approval of the Company Shareholder Matters by the requisite vote of the shareholders of the Company, (gvi) the filing of the Certificates Certificate of Merger with the Secretary of State of the State of New York Connecticut pursuant to the NYBCL and Connecticut Corporation Law; (vii) the Department filing of the Treasury Certificate of Merger with the Secretary of State of New Jersey Delaware pursuant to the NJBCADGCL, (hviii) approval the filing of the listing Bank Merger Agreement with the OTS and the Secretary of the Parent Common Stock to be issued in the Merger on the NASDAQ Global Select MarketState of Connecticut, (iix) such filings and approval as shall may be required to be made or obtained under the securities or "Blue Sky" laws of various states or with any applicable state securities bureaus Nasdaq (or commissionssuch other exchange as may be applicable), (x) the filing of the required application and notices to National Association of Securities Dealers, Inc. ("NASD") regarding the change of control of MIS and (jx) such other filings, authorizations or approvals as may be set forth in Section 3.04 3.4(a) of the Company MECH Disclosure Schedule, no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental authority or instrumentality (each a “"Governmental Entity”) "), or with any third party are necessary in connection with (1) the execution and delivery by the Company MECH of this Agreement and the Option Agreement, (2) the consummation by the Company MECH of the Merger and the other transactions contemplated hereby, (3) the execution and delivery by the Company’s MS Bank of the Bank Merger Agreement and Agreement, (4) the consummation by MECH of the Company’s Option Agreement; and (5) the consummation by MS Bank of the Bank Merger and the other transactions contemplated thereby, except, in each case, for such consents, approvals or filings, the failure of which to obtain will not have a material adverse effect on the ability of Xxxxxxx to consummate the transactions contemplated hereby. (b) MECH hereby represents to Xxxxxxx that it has no knowledge of any reason why approval or effectiveness of any of the applications, notices or filings referred to in Section 3.4(a) cannot be obtained or granted on a timely basis.

Consents and Approvals. (a) Except for (a) the filing by FNB of applications and notices, as applicable, with the Board of Governors of the Federal Reserve System (the “FRBFederal Reserve Board”) under the BHC Act, and the Federal Reserve Act, as amended, and approval of such applications and notices, (b) and, in connection with the merger of BCSB Bank with and into FNB Bank, the filing of applications and notices, as applicable, with the FDIC FDIC, the Office of the Comptroller of the Currency (the “OCC”), and approval any state regulatory authority, including but not limited to the Department of such applications Labor, Licensing and notices, Regulation of the State of Maryland (c) the filing of applications and notices, as applicable, with the OCC“MD DLLR”), and approval of such applications and notices, (d) the filing of applications and notices, as applicable, with the New Jersey Department and approval of such applications and notices, (eb) the filing with the Securities and Exchange Commission (the “SEC”) of a joint proxy statement in definitive form relating to the meetings meeting of the Company's shareholders and Parent’s BCSB shareholders to be held in connection with this Agreement and the transactions contemplated hereby (the “Proxy Statement”) and the filing with the SEC and the declaration of effectiveness by the SEC of the a registration statement on Form S-4 (the “S-4Registration Statement”) in which the Proxy Statement will be included as a joint proxy statement and prospectus, (f) the approval and declaration of effectiveness of the Company Shareholder Matters by the requisite vote of the shareholders of the CompanyRegistration Statement, (gc) the filing of Articles of Merger, including a certificate of conveyance, with and the Certificates acceptance for record by the Department of Assessments and Taxation of the State of Maryland pursuant to the MGCL and the filing of Articles of Merger with and the acceptance for record by the Secretary of State of the State of New York Florida pursuant to the NYBCL and FBCA, (d) such filings as are required to be made or obtained under the Department securities or “Blue Sky” laws of various states in connection with the issuance of the Treasury shares of the State of New Jersey FNB Common Stock pursuant to the NJBCAthis Agreement, (h) and approval of the listing on the NYSE of such FNB Common Stock issuable in the Merger, (e) the adoption of this Agreement by the affirmative vote of at least a majority of the Parent issued and outstanding shares of BCSB Common Stock to be issued in the Merger on the NASDAQ Global Select Market, (i) such filings as shall be required to be made with any applicable state securities bureaus or commissionsStock, and (jf) such other filings, authorizations the execution and delivery by the Surviving Company and the relevant trustees or approvals as may be agents of supplemental indentures and relevant documents under the provisions of BCSB’s trust preferred securities instruments and the related debt indentures set forth in on Section 3.04 3.4 of the Company BCSB Disclosure Schedule, no consents or approvals of or filings or registrations by BCSB with any court, administrative agency or commission or other governmental authority or instrumentality of federal, state, local or foreign government (each each, a “Governmental Entity”), any industry self-regulatory organization (“SRO”) or other Person are necessary in connection with (1A) the execution and delivery by the Company BCSB of this Agreement, Agreement and (2B) the consummation by the Company BCSB of the Merger and the other transactions contemplated hereby, (3) the execution and delivery by the Company’s Bank this Agreement contemplates. As of the Bank Merger Agreement and (4) date of this Agreement, BCSB is not aware of any reason why the consummation by the Company’s Bank of the Bank Merger and the other transactions contemplated therebyRequisite Regulatory Approvals will not be received on a timely basis.

Consents and Approvals. (a) Except for (ai) the filing of applications and notices, as applicable, with the Board of Governors of the Federal Reserve System (the “FRBFederal Reserve Board”) under the BHC Act and the Federal Reserve Act, as amended, and approval of such applications and notices, (b) and, in connection with the merger of the national and/or state Bank Subsidiaries of Sky and Huntington, the filing of applications and notices, as applicable, with the FDIC Office of the Comptroller of the Currency (the “OCC”) or the Division of Financial Institutions of the Ohio Department of Commerce (the “Ohio DFI”) and approval of such applications and notices, (c) the filing of applications and notices, as applicable, with the OCCFederal Reserve Board, and approval of such applications and noticesnotice, (dii) the filing of any required applications and noticesor notices with any foreign or state banking, as applicable, with the New Jersey Department insurance or other regulatory authorities and approval of such applications and noticesnotices (the “Other Regulatory Approvals”), (eiii) the filing with the Securities and Exchange Commission (the “SEC”) of a joint proxy statement Proxy Statement in definitive form relating to the meetings of the Company's Sky’s shareholders and ParentHuntington’s shareholders stockholders to be held in connection with this Agreement and the transactions contemplated hereby by this Agreement (the “Joint Proxy Statement”) and the filing with the SEC and the declaration of effectiveness by the SEC of the a registration statement on Form S-4 (the “Form S-4”) in which the Joint Proxy Statement will be included as a joint proxy statement and prospectus, (f) the approval and declaration of effectiveness of the Company Shareholder Matters by the requisite vote of the shareholders of the CompanyForm S-4, (giv) the filing of the Certificates Articles of Merger with and the acceptance for record by the SDAT pursuant to the MLLCA and the filing of the Certificate of Merger with the Secretary of State of the State of New York Ohio pursuant to the NYBCL OGCL, (v) any notices to or filings with the Small Business Administration (the “SBA”), (vi) any notices or filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), (vii) any consents, authorizations, approvals, filings or 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 Department rules and regulations thereunder and of any applicable industry self-regulatory organization (“SRO”), and the rules of the Treasury of the State of New Jersey pursuant to the NJBCANasdaq, or that are required under consumer finance, mortgage banking and other similar laws, (h) approval of the listing of the Parent Common Stock to be issued in the Merger on the NASDAQ Global Select Market, (iviii) such filings and approvals as shall be are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with any applicable state securities bureaus or commissionsthe issuance of the shares of Huntington Common Stock pursuant to this Agreement, (ix) the adoption of this Agreement by the requisite vote of shareholders of Sky and (jx) such other filings, authorizations or approvals if any, required as may be set forth in Section 3.04 a result of the Company Disclosure Scheduleparticular status of Huntington or Merger Sub, no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental authority or instrumentality or SRO (each a “Governmental Entity”) are necessary in connection with (1A) the execution and delivery by the Company Sky of this Agreement, Agreement and (2B) the consummation by the Company Sky of the Merger and the other transactions contemplated hereby, (3) the execution and delivery by the Company’s Bank of the Bank Merger Agreement and (4) the consummation by the Company’s Bank of the Bank Merger and the other transactions contemplated therebythis Agreement.

Consents and Approvals. (a) Except for (ai) the filing of applications applications, filings and notices, as applicable, with the NYSE, (ii) the filing of applications, filings and notices, as applicable, with the Board of Governors of the Federal Reserve System (the “FRBFederal Reserve Board”) under the BHC Act and approval of such applications applications, filings and notices, (biii) the filing of applications applications, filings and notices, as applicable, with the FDIC and approval Office of such applications and notices, the Comptroller of the Currency (cthe “OCC”) the filing of applications and notices, as applicable, in connection with the OCCBank Merger, including under the Bank Merger Act, and approval of such applications applications, filings and notices, (div) the filing of applications and noticesany required applications, as applicable, filings or notices with any state banking authorities listed on Section 3.4 of the New Jersey Department Xxxxxx Valley Disclosure Schedule or Section 4.4 of the Sterling Disclosure Schedule and approval of such applications applications, filings and notices, (ev) the filing with the Securities and Exchange Commission (the “SEC”) of a joint proxy statement in definitive form relating to the meetings of the Company's shareholders Xxxxxx Valley’s and ParentSterling’s shareholders stockholders to be held in connection with this Agreement and the transactions contemplated hereby (including any amendments or supplements thereto, the “Joint Proxy Statement”) ), and the filing with the SEC and the declaration of effectiveness by the SEC of the registration statement on Form S-4 (the “S-4”) in which the Joint Proxy Statement will be included as a joint proxy statement and prospectus, to be filed with the SEC by Sterling in connection with the transactions contemplated by this Agreement (fthe “S-4”) the approval and declaration of effectiveness of the Company Shareholder Matters by the requisite vote of the shareholders of the CompanyS-4, (gvi) the filing of the Certificates of Merger with the Secretary of State of the State of New York State Department pursuant to the NYBCL and the Department of the Treasury of the State of New Jersey Delaware Secretary pursuant to the NJBCADGCL and the filing of the Bank Merger Certificates, (hvii) 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 Sterling Common Stock pursuant to this Agreement and the approval of the listing of the Parent such Sterling Common Stock to be issued in the Merger on the NASDAQ Global Select Market, (i) such filings as shall be required to be made with any applicable state securities bureaus or commissionsNYSE, and (jviii) such other filings, authorizations or approvals as may be set forth in Section 3.04 the written approval of the Company Disclosure ScheduleFinancial Industry Regulatory Authority, Inc. (“FINRA”), for the transactions contemplated by this Agreement pursuant to NASD Rule 1017 (the “FINRA Approval”), no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental authority or instrumentality or SRO (each a “Governmental Entity”) are necessary in connection with (1A) the execution and delivery by the Company Xxxxxx Valley of this Agreement, Agreement or (2B) the consummation by the Company Xxxxxx Valley of the Merger and the other transactions contemplated hereby, hereby (3) including the execution and delivery by the Company’s Bank Merger). As of the date hereof, Xxxxxx Valley 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 and Bank Merger Agreement and (4) the consummation by the Company’s Bank of the Bank Merger and the other transactions contemplated therebyon a timely basis.

Consents and Approvals. (a) Except for (ai) the filing of applications and notices, as applicable, with the Board of Governors approval of the Federal Reserve System Merger by the Office of Thrift Supervision (“FRBOTS”) and approval of such applications and notices), (b) the filing of applications and notices, as applicable, with the FDIC and approval of such applications and notices, (c) the filing of applications and notices, as applicable, with the OCC, and approval of such applications and notices, (d) the filing of applications and notices, as applicable, with the New Jersey Department and approval of such applications and notices, (eii) the filing with the Securities and Exchange Commission (the “SEC”) of a joint proxy statement in definitive form relating to the meetings Proxy Statement (as hereinafter defined), other filings or approvals as may be required under the Securities Exchange Act of the Company's shareholders and Parent’s shareholders to be held in connection with this Agreement and the transactions contemplated hereby 1934, as amended (the “Proxy StatementExchange Act”) and the filing with the SEC and the declaration of effectiveness by the SEC of the registration statement on Form S-4 (the “S-4”) in which the Proxy Statement will be included as a joint proxy statement and prospectusor applicable state securities laws, (f) the approval of the Company Shareholder Matters by the requisite vote of the shareholders of the Company, (giii) the filing of the Certificates Certificate of Merger with the Secretary of State of the State of New York Delaware pursuant to the NYBCL and the Department of the Treasury of the State of New Jersey pursuant to the NJBCADGCL, (hiv) approval of the listing of the Parent Common Stock to be issued in the Merger on the NASDAQ Global Select MarketICBC Stockholder Approval, (iv) such any notices or filings under the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as shall be required to be made with any applicable state securities bureaus or commissionsamended (the “HSR Act”), and (jvi) such other filings, authorizations or the consents and approvals as may be set forth in Section 3.04 4.5 of the Company ICBC Disclosure Schedule, no consents or approvals of of, or filings or registrations with with, any court, administrative agency or commission or other governmental authority or instrumentality or self-regulatory organization (each each, a “Governmental Entity”) or with any other third party are necessary in connection with (1A) the execution and delivery by the Company ICBC of this Agreement, Agreement and (2B) the consummation by the Company ICBC of the Merger and the other transactions contemplated hereby, (3) the execution and delivery by the Company’s Bank . As of the Bank Merger Agreement and date of this Agreement, ICBC does not know of any reason why any Requisite Regulatory Approval (4as hereinafter defined) 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 consummation by the Company’s Bank of the Bank Merger and the other transactions contemplated therebyby this Agreement.

Consents and Approvals. (a) Except for (a) the filing of applications and notices, as applicable, with receipt of approvals or no objections from, and the expiration of waiting periods required by, any agency or department of any federal or state government having supervisory jurisdiction over the Parties and the transactions contemplated by this Agreement, including the Board of Governors of the Federal Reserve System (the “FRBFederal Reserve Board”), the FDIC, the Bureau of Financial Institutions of the Virginia State Corporation Commission (the “VBFI”) and approval the Office of such applications and noticesthe Commissioner of Banks of the State of North Carolina, (b) the filing of applications and notices, as applicable, with the FDIC and approval of such applications and notices, (c) the filing of applications and notices, as applicable, with the OCC, and approval of such applications and notices, (d) the filing of applications and notices, as applicable, with the New Jersey Department and approval of such applications and notices, (e) the filing with the Securities and Exchange Commission (the “SEC”) of a joint proxy statement in definitive form relating to the meetings of the Company's shareholders and Parent’s shareholders Target Shareholder Meeting to be held in connection with this Agreement and the transactions contemplated hereby by this Agreement (the “Proxy Statement”) and the filing with the SEC and the declaration of effectiveness by the SEC of the a registration statement on Form S-4 (registering the “S-4”) in which the Proxy Statement will be included as a joint proxy statement and prospectus, (f) the approval shares of the Company Shareholder Matters by the requisite vote of the shareholders of the Company, (g) the filing of the Certificates of Merger with the Secretary of State of the State of New York pursuant to the NYBCL and the Department of the Treasury of the State of New Jersey pursuant to the NJBCA, (h) approval of the listing of the Parent Buyer Common Stock to be issued in the Merger on (the NASDAQ “Form S-4”), in which the Proxy Statement will be included, and declaration of effectiveness of the Form S-4 under the Securities Act, (c) the filing of the North Carolina Articles of Merger with the North Carolina Secretary of State pursuant to the NCBCA and the Virginia Articles of Merger with the Virginia State Corporation Commission pursuant to the VSCA, (d) any consents, authorizations, approvals, filings or 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, (i) such filings as shall be or that are required to be made with any applicable state securities bureaus or commissionsunder consumer finance, mortgage banking and other similar laws, and (je) such other filingsnotices or filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, authorizations or approvals as may be set forth in Section 3.04 of amended (the Company Disclosure Schedule“HSR Act”), if any, no consents or approvals of or filings or registrations with any federal or state court, administrative agency or commission or other governmental authority or instrumentality or self-regulatory organization (each each, a “Governmental Entity”) are necessary in connection with (1) the execution and delivery by the Company of this Agreement, (2) the consummation by the Company Target of the Merger and the other transactions contemplated herebyby this Agreement, (3) including the Bank Merger. 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’s Bank Target of the Bank Merger Agreement and (4) the consummation by the Company’s Bank of the Bank Merger and the other transactions contemplated therebythis Agreement.

Consents and Approvals. (a) Except for (ai) filings of applications and notices with, and receipt of consents, authorizations, approvals, exemptions or nonobjections from, the Securities and Exchange Commission (the “SEC”), NYSE, state securities authorities, the Financial Industry Regulatory Authority, applicable securities, commodities and futures exchanges, and other industry self-regulatory organizations (each, an “SRO”), (ii) the filing of applications and noticesany other required applications, as applicable, filings or notices with the Board of Governors of the Federal Reserve System (the “FRBFederal Reserve”), any foreign, federal or state banking, other regulatory, self-regulatory or enforcement authorities or any courts, administrative agencies or commissions or other governmental authorities or instrumentalities (each a “Governmental Entity”) and approval of or non-objection to such applications applications, filings and noticesnotices (taken together with the items listed in clause (i), the “Regulatory Approvals”), (b) the filing of applications and notices, as applicable, with the FDIC and approval of such applications and notices, (c) the filing of applications and notices, as applicable, with the OCC, and approval of such applications and notices, (d) the filing of applications and notices, as applicable, with the New Jersey Department and approval of such applications and notices, (eiii) the filing with the Securities and Exchange Commission (the “SEC”) SEC of a joint proxy statement in definitive form relating to the meetings meeting of the Company's shareholders and Parent’s shareholders stockholders to be held in connection with this Agreement and the transactions contemplated hereby by this Agreement (the “Joint Proxy Statement”) and the filing with the SEC and the declaration of effectiveness by the SEC of the a registration statement on Form S-4 (the “Form S-4”) in which the Joint Proxy Statement will be included as a joint proxy statement and prospectus, (f) the approval and declaration of effectiveness of the Company Shareholder Matters by Form S-4 and the requisite vote filing and effectiveness of the shareholders of the Companyregistration statement contemplated by Section 6.1(a), (giv) the filing of the Certificates Articles of Merger with the Department of State of the Commonwealth of Pennsylvania and the filing of a certificate of merger with the Secretary of State of the State of New York pursuant to the NYBCL and the Department of the Treasury of the State of New Jersey pursuant to the NJBCADelaware, (hv) approval any notices or filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the listing of the Parent Common Stock to be issued in the Merger on the NASDAQ Global Select Market, “HSR Act”) and (ivi) such filings and approvals as shall be are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with any applicable state securities bureaus or commissions, and (j) such other filings, authorizations or approvals as may be set forth in Section 3.04 the issuance of the Company Disclosure Scheduleshares of Purchaser Common Stock pursuant to this Agreement and approval of listing of such Purchaser Common Stock on the NYSE, no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental authority or instrumentality (each a “Governmental Entity”) Entity are necessary in connection with (1) the execution and delivery by the Company of this Agreement, (2) the consummation by the Company of the Merger and the other transactions contemplated hereby, (3) 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’s Bank Company of this Agreement. As of the Bank Merger Agreement date hereof, Company is not aware of any reason why the necessary regulatory approvals and (4) the consents will not be received in order to permit consummation by the Company’s Bank of the Bank Merger and the other transactions contemplated therebyMerger.

Consents and Approvals. (a) Except for (ai) the approval of the Merger and the Subsidiary Merger by the Office of Thrift Supervision (the “OTS”), (ii) any notices required to be filed under the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), (iii) the filing of applications and noticesany required applications, as applicable, filings or notices with the Board of Governors banking, insurance or other regulatory authorities listed in Section 4.4(iii) of the Federal Reserve System (“FRB”) and approval of such applications and notices, (b) the filing of applications and notices, as applicable, with the FDIC and approval of such applications and notices, (c) the filing of applications and notices, as applicable, with the OCCProvidian Disclosure Schedule, and approval of such applications applications, filings and noticesnotices (the “Other Regulatory Approvals”), (div) the filing of applications and notices, as applicable, with the New Jersey Department and approval of such applications and noticesthe listing of the Washington Mutual Common Stock to be issued in the Merger on the NYSE, (ev) the filing with the Securities and Exchange Commission (the “SEC”) of a joint proxy statement in definitive form relating to the meetings meeting of the Company's shareholders and ParentProvidian’s shareholders stockholders to be held in connection with to vote on approval of this Agreement and the transactions contemplated hereby Merger (the “Proxy Statement/Prospectus”) and ), the filing with the SEC and the declaration of effectiveness by the SEC of the registration statement on Form S-4 (the “S-4”) in which the Proxy Statement Statement/Prospectus will be included as a joint proxy statement prospectus and prospectusany related filings or approvals under applicable state securities laws, (f) the approval of the Company Shareholder Matters by the requisite vote of the shareholders of the Company, (gvi) the filing of the Certificates Articles of Merger with the Washington Secretary of State of the State of New York pursuant to the NYBCL WBCA and the Department Certificate of Merger with the Treasury of the State of New Jersey Delaware Secretary pursuant to the NJBCADGCL, (hvii) approval the adoption of the listing agreement of merger (within the meaning of Section 252 of the Parent Common Stock to be issued DGCL) contained in this Agreement by the Merger on requisite votes of the NASDAQ Global Select Market, (i) such filings as shall be required to be made with any applicable state securities bureaus or commissionsstockholders of Providian, and (jviii) such other filingsthe consents and approvals of third parties which are not Governmental Entities (as hereinafter defined), authorizations the failure of which to be obtained will not have and would not be reasonably expected to have, individually or approvals as may be set forth in Section 3.04 of the Company Disclosure Scheduleaggregate, a Material Adverse Effect on Providian or Washington Mutual, no consents or approvals of of, or filings or registrations with with, any court, administrative agency or commission or other governmental authority or instrumentality or self-regulatory organization (each a “Governmental Entity”) or with any third party are necessary in connection with (1A) the execution and delivery by the Company Providian of this Agreement, Agreement and (2B) the consummation by the Company Providian of the Merger and the Subsidiary Merger and the other transactions contemplated hereby, (3) the execution and delivery by the Company’s Bank of the Bank Merger Agreement and (4) the consummation by the Company’s Bank of the Bank Merger and the other transactions contemplated thereby.

Consents and Approvals. (a) Except for (ai) the filing of applications and notices, as applicable, with the Board of Governors of the Federal Reserve System (the “FRBFederal Reserve Board”) and approval of such applications and notices, (b) under the filing of applications and notices, as applicable, with the FDIC and approval of such applications and notices, (c) the filing of applications and notices, as applicable, with the OCCBHC Act, and approval of such applications and notices, (dii) the filing of any other required applications and noticesor notices with any state, as applicable, with the New Jersey Department federal or foreign agencies and approval of such applications and noticesnotices (the “State Approvals”), (eiii) the filing with the Securities and Exchange Commission (the “SEC”) of a joint proxy statement in definitive form relating to the meetings of the Company's shareholders LSB’s and ParentFNB’s shareholders to be held in connection with this Agreement and the transactions contemplated hereby (the “Joint Proxy Statement”) ), and the filing with the SEC and the declaration of effectiveness by the SEC of the registration statement on Form S-4 (the “S-4”) in which the Joint Proxy Statement will be included as a joint proxy statement and prospectus, (f) the approval of the Company Shareholder Matters by the requisite vote of the shareholders of the Company, (giv) the filing of the Certificates Articles of Merger with the North Carolina Secretary of State of the State of New York pursuant to the NYBCL NCBCA and Chapter 53 of the North Carolina General Statutes, (v) any consents, authorizations, approvals, filings or 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 Department rules and regulations thereunder, and of the Treasury of the State of New Jersey pursuant to the NJBCAany applicable industry self-regulatory organization (“SRO”), or which are required under consumer finance, mortgage banking and other similar laws, (h) approval of the listing of the Parent Common Stock to be issued in the Merger on the NASDAQ Global Select Market, (ivi) such filings and approvals as shall be are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with any applicable state securities bureaus or commissions, the issuance of the shares of LSB Common Stock pursuant to this Agreement and (jvii) such other filings, authorizations or approvals as may be set forth in Section 3.04 the approval of this Agreement by the requisite votes of the Company Disclosure Scheduleshareholders of FNB and LSB (including the approval of the amendments of the Charter contemplated by Sections 1.1 and 1.7), no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental authority or instrumentality (each a “Governmental Entity”) are necessary in connection with (1A) the execution and delivery by the Company LSB of this Agreement, Agreement and (2B) the consummation by the Company LSB of the Merger and the other transactions contemplated hereby, (3) the execution and delivery by the Company’s Bank of the Bank Merger Agreement and (4) the consummation by the Company’s Bank of the Bank Merger and the other transactions contemplated thereby.

Consents and Approvals. (a) Except for (a) the filing of applications applications, filings and notices, as applicable, with the NASDAQ, (b) the filing of applications, filings and notices, as applicable, with the Board of Governors of the Federal Reserve System (the “FRBFederal Reserve Board”) under the BHC Act and approval of such applications and noticesapplications, (b) the filing of applications and notices, as applicable, with the FDIC and approval of such applications filings and notices, (c) the filing of applications applications, filings and notices, as applicable, with the OCCIdaho Department of Finance (the “Idaho Department”), and the Oregon Division of Finance and Corporate Securities (the “Oregon Division”), if applicable, the FDIC and any government sponsored entity with respect to any loan program offered by it in which Home Federal Bank participates in connection with the Bank Merger or the transfer of the Shared-Loss Agreements, and approval of such applications applications, filings and notices, (d) the filing of applications and notices, as applicable, with the New Jersey Department and approval of such applications and notices, (e) the filing with the Securities and Exchange Commission (the “SEC”) SEC of a joint proxy statement in definitive form relating to the meetings meeting of the Company's shareholders and ParentHome’s shareholders to be held in connection with this Agreement and the transactions contemplated hereby (including any amendments or supplements thereto, the “Proxy Statement”) ), and the filing with the SEC and the declaration of effectiveness by the SEC of the registration statement on Form S-4 (the “S-4”) in which the Proxy Statement will be included as a joint proxy statement prospectus, to be filed with the SEC by Cascade in connection with the transactions contemplated by this Agreement, to, among other things, register any securities issuable by Cascade in conjunction with the transactions contemplated by this Agreement with the SEC pursuant to the Securities Act (as defined in Section 3.12), and prospectusdeclaration of effectiveness of the S-4, (e) any filings or notices with the U.S. Department of Justice under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), (f) the approval filing of the Company Shareholder Matters by Articles of Merger with the requisite vote of Maryland Department pursuant to the shareholders of MGCL and the CompanyOregon Secretary pursuant to the OBCA, (g) and the filing of the Certificates Bank Merger Certificates, and (g) such filings and approvals as are required to be made or obtained under the federal securities laws, or the securities or “Blue Sky” laws of Merger various states in connection with the Secretary issuance by Cascade of State of the State of New York any securities pursuant to the NYBCL this Agreement and the Department of the Treasury of the State of New Jersey pursuant to the NJBCA, (h) approval of the listing of the Parent shares of Cascade Common Stock to be issued in conjunction with the Merger transactions contemplated by this Agreement on the NASDAQ Global Select Market, (i) such filings as shall be required to be made with any applicable state securities bureaus or commissions, and (j) such other filings, authorizations or approvals as may be set forth in Section 3.04 of the Company Disclosure ScheduleNASDAQ, no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental authority or instrumentality or SRO (as defined in Section 3.5) (each a “Governmental Entity”) are necessary in connection with (1A) the execution and delivery by the Company Home of this Agreement, Agreement or (2B) the consummation by the Company Home of the Merger and the other transactions contemplated hereby, (3) the execution and delivery by the Company’s Bank of the Bank Merger Agreement and (4) the consummation by the Company’s Bank Home or any Home Subsidiary of the Bank Merger and the other transactions contemplated therebyhereby (including the Bank Merger). As of the date hereof, Home 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 and Bank Merger on a timely basis.

Consents and Approvals. (a) Except for (ai) the filing of applications applications, filings and notices, as applicable, with the Board of Governors of the Federal Reserve System (the “FRBFederal Reserve Board”) under the BHC Act and approval of such applications applications, filings and notices, (bii) the filing of applications applications, filings and notices, as applicable, with the FDIC Office of the Comptroller of the Currency (the “OCC”) in connection with the Bank Merger, including under the Bank Merger Act, and approval of such applications applications, filings and notices, (ciii) the filing of applications applications, filings and notices, as applicable, with the OCCTexas Department of Banking under the Texas Finance Code, and approval of such applications applications, filings and notices, (d) the filing of applications and notices, as applicable, with the New Jersey Department and approval of such applications and notices, (eiv) the filing with the Securities and Exchange Commission (the “SEC”) of a joint proxy statement in definitive form relating to the meetings of the Company's shareholders Patriot’s and ParentGreen’s shareholders to be held in connection with this Agreement and the transactions contemplated hereby (including any amendments or supplements thereto, the “Joint Proxy Statement”) ), and the filing with the SEC and the declaration of effectiveness by the SEC of the registration statement on Form S-4 (the “S-4”) in which the Joint Proxy Statement will be included as a joint proxy statement and prospectus, to be filed with the SEC by Green in connection with the transactions contemplated by this Agreement (fthe “S-4”) the approval and declaration of effectiveness of the Company Shareholder Matters by the requisite vote of the shareholders of the CompanyS-4, (gv) the filing of the Certificates Certificate of Merger with the Texas Secretary of State of the State of New York pursuant to the NYBCL TBOC and the Department filing of the Treasury Bank Merger Certificates, and (vi) 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 State shares of New Jersey Green Common Stock pursuant to this Agreement and the NJBCA, (h) approval of the listing of the Parent such Green Common Stock to be issued in the Merger on the NASDAQ Global Select Market, (i) such filings as shall be required to be made with any applicable state securities bureaus or commissions, and (j) such other filings, authorizations or approvals as may be set forth in Section 3.04 of the Company Disclosure ScheduleNASDAQ, no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental authority or instrumentality or SRO (as defined below) (each a “Governmental Entity”) are necessary in connection with (1A) the execution and delivery by the Company Patriot of this Agreement, Agreement or (2B) the consummation by the Company Patriot of the Merger and the other transactions contemplated hereby, hereby (3) the execution and delivery by the Company’s Bank of including the Bank Merger Agreement and (4) the consummation by the Company’s Bank of the Bank Merger and the other transactions contemplated therebyMerger).

Consents and Approvals. (a) Except for (a) the filing of applications and notices, as applicable, with the Board of Governors of the Federal Reserve System (“FRB”) and approval of such applications and notices, (b) the filing of applications and notices, as applicable, with the FDIC and approval of such applications and notices, (c) the filing of applications and notices, as applicable, with the OCC, and approval of such applications and notices, (d) the filing of applications and notices, as applicable, with the New Jersey Department and approval of such applications and notices, (ei) the filing with the Securities and Exchange Commission (the “SEC”) SEC of a joint proxy statement in definitive form form, or an amendment to the joint proxy statement previously delivered to shareholders of MCC and SIC (such proxy statement, whether new or an amendment to the existing proxy statement, the “Joint Proxy Statement/Prospectus”) relating to the meetings special meeting of the Company's shareholders and ParentMCC’s shareholders stockholders to be held in connection with this Agreement and the transactions contemplated hereby order to obtain MCC Stockholder Approval (the “Proxy StatementMCC Stockholder Meeting”) and the filing with special meeting of SIC’s stockholders to be held to vote on the SEC SIC Matters (the “SIC Stockholder Meeting”) and the declaration of effectiveness by the SEC of a registration statement on Form N- 14, or an amendment to the registration statement on Form S-4 N-14 previously filed with the SEC (such registration statement, whether new or amended, the “S-4Form N-14 Registration Statement”) ), in which the Joint Proxy Statement Statement/Prospectus will be included as a joint proxy statement and prospectus, (f) the approval and declaration of effectiveness of the Company Shareholder Matters Form N-14 Registration Statement by the requisite vote of the shareholders of the CompanySEC, (gii) the filing of the Certificates Certificate of Merger with the Delaware Secretary of State of the State of New York pursuant to the NYBCL DGCL and the Department filing of the Treasury Articles of Merger with SDAT, (iii) any notices, consents, authorizations, approvals, filings or exemptions in connection with compliance with the rules and regulations of the State of New Jersey pursuant to the NJBCANYSE, or any other applicable self-regulatory organization (“SRO”), (hiv) approval any notices or filings under the HSR Act and the expiration of the listing of the Parent Common Stock to be issued in the Merger on the NASDAQ Global Select Marketapplicable waiting periods, (iv) such filings and approvals as shall be are required to be made with any applicable state or obtained under the securities bureaus or commissions, and (j) such other filings, authorizations or approvals as may be set forth in Section 3.04 “Blue Sky” laws of the Company Disclosure Schedule, no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental authority or instrumentality (each a “Governmental Entity”) various states in connection with the issuance of the shares of SIC Common Stock pursuant to this Agreement, (1vi) receipt of the SEC Exemptive Relief, or (vii) as set forth on Section 4.4(a) of MCC Disclosure Schedule (the foregoing (i) through (vii) referred to collectively as the “MCC Required Approvals”), no other consents, authorizations, approvals, or exemptions from, or notices to, or filings with, any Governmental Entity are necessary in connection with the execution and delivery by the Company MCC of this Agreement, (2) Agreement or the consummation by the Company MCC of the Merger and the other transactions contemplated herebyby this Agreement. (b) Except for (i) receipt of MCC Stockholder Approval, (3ii) 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 4.4(b) of MCC Disclosure Schedule, and (iv) 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 the Company’s Bank MCC of the Bank Merger this Agreement and (4) or the consummation by the Company’s Bank MCC of the Bank Merger and the other transactions contemplated therebyby this Agreement.

Consents and Approvals. (a) Except for (ai) filings of applications and notices with, and receipt of consents, authorizations, approvals, exemptions or nonobjections from, the Securities and Exchange Commission (the “SEC”), the NYSE, state securities authorities, the Financial Industry Regulatory Authority, the Securities Investor Protection Corporation, applicable securities, commodities and futures exchanges, and other industry self-regulatory organizations (each, an “SRO”), (ii) the filing of applications and noticesany other required applications, as applicable, filings or notices with the Board of Governors of the Federal Reserve System (the “FRBFederal Reserve”), the OTS, the FDIC, the Office of the State Bank Commissioner of the State of Delaware, the New Jersey Department of Banking and Insurance, the New York State Banking Department, any foreign, federal or state banking, other regulatory, self-regulatory or enforcement authorities or any courts, administrative agencies or commissions or other governmental authorities or instrumentalities (each, a “Governmental Entity”) and approval of or non-objection to such applications applications, filings and noticesnotices (taken together with the items listed in clause (i), the “Regulatory Approvals”), (b) the filing of applications and notices, as applicable, with the FDIC and approval of such applications and notices, (c) the filing of applications and notices, as applicable, with the OCC, and approval of such applications and notices, (d) the filing of applications and notices, as applicable, with the New Jersey Department and approval of such applications and notices, (eiii) the filing with the Securities and Exchange Commission (the “SEC”) SEC of a joint proxy statement Proxy Statement in definitive form relating to the meetings meeting of the Company's shareholders and Parent’s shareholders stockholders to be held in connection with this Agreement and the transactions contemplated hereby (together with any supplements or amendments thereto, the “Proxy Statement”) and the filing with the SEC and the declaration of effectiveness by the SEC of the a registration statement on Form S-4 with respect to the Merger (the “Form S-4”) in which the Proxy Statement will be included as a joint proxy statement and prospectus, (f) the approval and declaration of effectiveness of the Company Shareholder Matters by the requisite vote of the shareholders of the CompanyForm S-4, (giv) the filing of the Certificates Certificate of Merger with the Secretary of State of the State of New York Delaware pursuant to the NYBCL and the Department of the Treasury of the State of New Jersey pursuant to the NJBCADGCL, (hv) approval of any notices to or filings with the listing of the Parent Common Stock to be issued in the Merger on the NASDAQ Global Select MarketSmall Business Administration, (ivi) such filings and approvals as shall be are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with any applicable state securities bureaus or commissionsthe issuance of the shares of Parent Common Stock pursuant to this Agreement and approval of listing of such Parent Common Stock on the NYSE, and (jviii) such other filings, authorizations or the consents and approvals as may be set forth in Section 3.04 of third parties that are not Governmental Entities required to consummate the Company Disclosure ScheduleMerger, no consents or approvals of or notices to or filings or registrations with any court, administrative agency or commission Governmental Entity or other governmental authority or instrumentality (each a “Governmental Entity”) third party are necessary in connection with the (1A) the execution and delivery by the Company of this Agreement, Agreement and (2B) the consummation by the Company of the Merger and the other transactions contemplated hereby, (3) the execution and delivery by the Company’s Bank this Agreement. As of the Bank Merger Agreement and (4) date hereof, the consummation by Company is not aware of any reason why the Company’s Bank of the Bank Merger and the other transactions contemplated therebyRequisite Regulatory Approvals will not be received on a timely basis.

Consents and Approvals. (a) Except for (ai) the filing of applications and notices, as applicable, with the Board of Governors of the Federal Reserve System (“FRB”the "Federal Reserve Board") under the BHC Act and approval of such applications and notices, (b) the filing of applications and noticesFederal Reserve Act, as applicable, with the FDIC and approval of such applications and notices, (c) the filing of applications and notices, as applicable, with the OCCamended, and approval of such applications and notices, (dii) the filing of any required applications and notices, as applicable, or notices with the New Jersey Department any state or foreign agencies and approval of such applications and noticesnotices (the "State Approvals"), (eiii) the filing with the Securities and Exchange Commission (the “"SEC”") of a joint proxy statement in definitive form relating to the meetings of the CompanyXxxxx Fargo's shareholders and Parent’s shareholders Norwest's stockholders to be held in connection with this Agreement and the transactions contemplated hereby (the “"Joint Proxy Statement”) "), and the filing with the SEC and the declaration of effectiveness by the SEC of the registration statement on Form S-4 (the “"S-4”") in which the Joint Proxy Statement will be included as a joint proxy statement and prospectus, (fiv) the filing of the Certificate of Merger with the Delaware Secretary pursuant to the DGCL, (v) any notices to or filings with the Small Business Administration ("SBA"), (vi) any consents, authorizations, approvals, filings or 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 which are required under consumer finance, mortgage banking and other similar laws, (vii) 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 Norwest Capital Stock pursuant to this Agreement and (viii) the approval of the Company Shareholder Matters this Agreement by the requisite vote of the shareholders stockholders of Xxxxx Fargo and Norwest (including the Company, (g) the filing of the Certificates of Merger with the Secretary of State of the State of New York pursuant to the NYBCL and the Department of the Treasury of the State of New Jersey pursuant to the NJBCA, (h) approval of the listing amendment of the Parent Common Stock to be issued in the Merger on the NASDAQ Global Select Market, (i) such filings as shall be required to be made with any applicable state securities bureaus or commissions, and (j) such other filings, authorizations or approvals as may be set forth in Norwest Certificate contemplated by Section 3.04 of the Company Disclosure Schedule1.7), no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental authority or instrumentality (each a “"Governmental Entity”") are necessary in connection with (1A) the execution and delivery by the Company Norwest of this Agreement, Agreement and (2B) the consummation by the Company Norwest of the Merger and the other transactions contemplated hereby, (3) the execution and delivery by the Company’s Bank of the Bank Merger Agreement and (4) the consummation by the Company’s Bank of the Bank Merger and the other transactions contemplated thereby.

Consents and Approvals. (a) Except for (a) the filing of applications and notices, as applicable, with the Board of Governors of the Federal Reserve System (“FRB”) Board under the Bank Merger Act and the BHC Act and approval of such applications and notices, (b) the filing of applications and notices, as applicable, a notice with the FDIC and approval of such applications and noticesOTS pursuant to 12 C.F.R. § 563.22(h)(1), (c) the filing receipt of applications and notices, as applicable, with the OCC, and approval of such applications and noticesthe Director of the New Mexico Financial Institutions Division to convert the Bank from a federal savings association to a New Mexico state bank, (d) the filing of applications and notices, as applicable, with the New Jersey Department and approval of such applications and noticeswith the Director of the New Mexico Financial Institutions Division to, among other things, merge the Bank into the Buyer Bank immediately upon conversion of the Bank to a New Mexico state bank, (e) the filing with the Securities filings under state securities and Exchange Commission (the “SEC”) of a joint proxy statement in definitive form relating to the meetings of the Company's shareholders and Parent’s shareholders to be held in connection with this Agreement and the transactions contemplated hereby (the “Proxy Statement”) and the filing with the SEC and the declaration of effectiveness by the SEC of the registration statement on Form S-4 (the “S-4”) in which the Proxy Statement will be included as a joint proxy statement and prospectusblue sky” Laws, (f) the approval filing of Articles of Merger with the Public Regulation Commission of the Company Shareholder Matters by State of New Mexico pursuant to the requisite vote of the shareholders of the Company, (g) NMBCA and the filing of the Certificates Certificate of Merger with the Secretary of State of the State of New York Delaware pursuant to the NYBCL and the Department of the Treasury of the State of New Jersey pursuant to the NJBCADGCL, (hg) approval the authorization to list shares of the listing of the Parent Buyer Common Stock to be issued in the Merger on the NASDAQ Global Select MarketNASDAQ, (h) the filing of this Agreement and the Bank Merger Agreement together with copies of the resolutions approving this Agreement and the Bank Merger Agreement and a certificate of the appropriate officers of the Company that shareholders voted to approve this Agreement and a certificate evidencing approval of the subsidiary Merger by the sole shareholder of the Buyer Bank with the Director of Financial Institutions Division pursuant to the NMBA and the Public Regulation Commission of the State of New Mexico, (i) such the filing with the SEC of the Proxy Statement/Prospectus and the filing and declaration of effectiveness of the S-4 and any filings as shall be required to be made with any or approvals under applicable state securities bureaus or commissions, laws and (j) such other filings, authorizations or approvals as may be set forth in Section 3.04 4.4 of the Company Buyer Disclosure Schedule, no consents or approvals of or filings or registrations with any court, administrative agency Governmental Entity or commission or other governmental authority or instrumentality (each a “Governmental Entity”) with any third party are necessary in connection with (1i) the execution and delivery by the Company Buyer of this Agreement, Agreement and (2ii) the consummation by the Company Buyer of the Merger and the other transactions contemplated hereby, (3) other than consents, approvals, filings or registrations which have been obtained or made or which, if not obtained or made, would not have, individually or in the execution and delivery by aggregate, a Material Adverse Effect on the Company’s Bank of the Bank Merger Agreement and (4) the consummation by the Company’s Bank of the Bank Merger and the other transactions contemplated therebyBuyer.

Consents and Approvals. (a) Except for (ai) the filing by FNB of applications and notices, as applicable, with the Board of Governors of the Federal Reserve System (the “FRBFederal Reserve Board”) under the BHC Act and the Federal Reserve Act, as amended, and approval of such applications and notices, (b) and, in connection with the merger of CBI Bank with and into FNB Bank, the filing by FNB of applications and notices, as applicable, with the FDIC Federal Deposit Insurance Corporation (the “FDIC”), the Office of the Comptroller of the Currency (the “OCC”) or the Pennsylvania Department of Banking (the “PA DOB”) and approval of such applications and notices, (c) the filing of applications and notices, as applicable, with the OCCFederal Reserve Board, and approval of such applications and noticesnotice, (dii) the filing by FNB of any required applications and noticesor notices with any foreign or state banking, as applicable, with the New Jersey Department insurance or other regulatory or self-regulatory authorities and approval of such applications and noticesnotices (the “Other Regulatory Approvals”), (eiii) the filing by FNB with the Securities and Exchange Commission (the “SEC”) of a joint proxy statement in definitive form relating to the meetings of the Company's shareholders and Parent’s CBI shareholders to be held in connection with this Agreement and the transactions contemplated hereby (the ““ Proxy Statement”) and the filing with the SEC transactions this Agreement contemplates and the declaration of effectiveness by the SEC of the a registration statement by FNB on Form S-4 that is declared effective (the “S-4Registration Statement”) in which the Proxy Statement will be included as a joint proxy statement and prospectus, and declaration of effectiveness of the Registration Statement, (fiv) the approval filing by FNB of the Company Shareholder Matters Articles of Merger with and the acceptance for record by the requisite vote Secretary of State of the shareholders Commonwealth of Pennsylvania pursuant to the Company, (g) PBCL and the filing of the Certificates Articles of Merger with and the acceptance for record by the Secretary of State of the State of New York Florida pursuant to the NYBCL FBCA, (v) any notices or filings by CBI and FNB required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), (vi) any consents, authorizations, approvals, filings or exemptions by FNB 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 Department rules and regulations thereunder and of any applicable industry self-regulatory organization (“SRO”), and the Treasury rules of FINRA or the State of New Jersey pursuant to the NJBCANYSE, or that are required under consumer finance, insurance mortgage banking and other similar laws, (hvii) approval of the listing of the Parent such FNB Common Stock to be issued issuable in the Merger on the NASDAQ Global Select MarketMerger, (iviii) such filings as shall be required to be made with any applicable state securities bureaus or commissions, the adoption of this Agreement by the requisite vote of shareholders of CBI and (jix) such other filings, authorizations or approvals if any, required by FNB as may be set forth in Section 3.04 a result of the Company Disclosure Scheduleparticular status of FNB, no consents or approvals of or filings or registrations by FNB with any court, administrative agency or commission or other governmental authority or instrumentality or SRO (each a “Governmental Entity”) are necessary in connection with (1A) the execution and delivery by the Company CBI of this Agreement, Agreement and (2B) the consummation by the Company CBI of the Merger and the other transactions contemplated hereby, (3) the execution and delivery by the Company’s Bank this Agreement contemplates. Nothing in this Section 3.4 is intended or shall be construed as requiring CBI to take any of the Bank Merger actions described in this Agreement, or relieving FNB of its obligations to make such filings or obtain approvals or consents necessary to the consummation of this Agreement and (4) the consummation by the Company’s Bank of the Bank Merger and the other transactions contemplated therebyin this Agreement.

Consents and Approvals. (a) Except for (ai) the filing of applications and notices, as applicable, with the Board of Governors receipt of the Federal Reserve System (“FRB”) and approval of such applications and noticesSEC Exemptive Relief, (b) the filing of applications and notices, as applicable, with the FDIC and approval of such applications and notices, (c) the filing of applications and notices, as applicable, with the OCC, and approval of such applications and notices, (d) the filing of applications and notices, as applicable, with the New Jersey Department and approval of such applications and notices, (eii) the filing with the Securities and Exchange Commission SEC of (the “SEC”A) of a joint proxy statement in definitive form form, or an amendment to the joint proxy statement previously delivered to stockholders of MDLY and SIC in connection with the Original Merger Agreement (such proxy statement, whether new or an amendment to the existing proxy statement, the “Joint Proxy Statement/Prospectus”), relating to the meetings special meeting of the Company's shareholders and ParentMDLY’s shareholders stockholders to be held in connection with this Agreement and the transactions contemplated hereby order to obtain MDLY Stockholder Approval (the “Proxy StatementMDLY Stockholder Meeting”) and the filing with special meeting of SIC’s stockholders to be held to vote on the SEC and SIC Matters (the declaration of effectiveness by the SEC of “SIC Stockholder Meeting”), (B) a registration statement on Form N- 14, or an amendment to the registration statement on Form S-4 N-14 previously filed with the SEC (such registration statement, whether new or amended, the “S-4Form N-14 Registration Statement”) ), in which the Joint Proxy Statement Statement/Prospectus will be included as a joint proxy statement and prospectus, and (fC) a Rule 13E-3 Transaction Statement on Schedule 13E-3 relating to the approval transactions contemplated by this Agreement (the “Schedule 13E-3”), and declaration of effectiveness of the Company Shareholder Matters Form N-14 Registration Statement by the requisite vote of the shareholders of the CompanySEC, (giii) the filing of the Certificates Certificate of Merger with the Delaware Secretary of State of the State of New York pursuant to the NYBCL DGCL, (iv) any notices, consents, authorizations, approvals, filings or exemptions in connection with compliance with the rules and regulations of the NYSE, or any other applicable self-regulatory organization (“SRO”), (v) any notices or filings under the HSR Act and the Department expiration of the Treasury of the State of New Jersey pursuant to the NJBCAapplicable waiting periods, (h) approval of the listing of the Parent Common Stock to be issued in the Merger on the NASDAQ Global Select Market, (ivi) such filings and approvals as shall be are required to be made with any applicable state or obtained under the securities bureaus or commissions, and (j) such other filings, authorizations or approvals as may be set forth in Section 3.04 “Blue Sky” laws of the Company Disclosure Schedule, no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental authority or instrumentality (each a “Governmental Entity”) various states in connection with the issuance of the shares of SIC Common Stock pursuant to this Agreement, (1vii) compliance with the Investment Company Act, and the rules and regulations promulgated thereunder, or (viii) as set forth on Section 4.4(a) of the MDLY Disclosure Schedule (the foregoing (i) through (viii) referred to collectively as the “MDLY Required Approvals”), no other consents, authorizations, approvals, or exemptions from, or notices to, or filings with, any Governmental Entity are necessary in connection with the execution and delivery by the Company MDLY of this Agreement, (2) Agreement or the consummation by the Company MDLY of the Merger and the other transactions contemplated herebyby this Agreement. (b) Except for (i) receipt of MDLY Stockholder Approval, (3ii) receipt of the relevant consents or releases, or the taking of other actions, under the Medley LLC Debt Documents, (iii) receipt of the relevant consents or releases, or taking of other actions, under the MDLY Contracts set forth in Section 4.4(b) of the MDLY Disclosure Schedule, and (iv) 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 the Company’s Bank MDLY of the Bank Merger this Agreement and (4) or the consummation by the Company’s Bank MDLY of the Bank Merger and the other transactions contemplated therebyby this Agreement.

Consents and Approvals. No consents or approvals of, or filings or registrations with, any Governmental Authority are necessary in connection with (ai) Except the execution and delivery by the ENP Parties of this Agreement or (ii) the consummation by the ENP Parties of the transactions contemplated by this Agreement, except for (aA) the filing of any required applications and notices, as applicable, or notices with the Board any state or foreign agencies of Governors of the Federal Reserve System (“FRB”) competent jurisdiction and approval of such applications and or notices, (b) the filing of applications and notices, as applicable, with the FDIC and approval of such applications and notices, (c) the filing of applications and notices, as applicable, with the OCC, and approval of such applications and notices, (d) the filing of applications and notices, as applicable, with the New Jersey Department and approval of such applications and notices, (eB) the filing with the Securities and Exchange Commission (the “SEC”) SEC of a joint proxy statement in definitive form relating to the meetings of the Company's shareholders and Parent’s shareholders matters to be held in connection with this Agreement submitted to the ENP Unitholders at the ENP Meeting, a proxy statement relating to the matters to be submitted to the VNR Unitholders at the VNR Meeting and the transactions contemplated hereby (the “Proxy Statement”) and the filing with the SEC and the declaration of effectiveness by the SEC of the a registration statement on Form S-4 with respect to the issuance of the New Common Units in connection with the Merger (such registration statement and any amendments or supplements thereto, the “S-4”) in which Registration Statement,” and the Proxy Statement will be included as a joint proxy statement statement/prospectus included in such Registration Statement and prospectusany amendments or supplements thereto, the “Proxy Statement/Prospectus”), (f) the approval of the Company Shareholder Matters by the requisite vote of the shareholders of the Company, (gC) the filing of the Certificates Certificate of Merger with the Secretary of State of the State of New York pursuant to Delaware, (D) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the NYBCL and the Department rules of the Treasury of the State of New Jersey pursuant to the NJBCANYSE, (h) approval of the listing of the Parent Common Stock to be issued in the Merger on the NASDAQ Global Select Market, (iE) such filings and approvals as shall may be required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with any applicable state securities bureaus or commissionsthe issuance of VNR Common Units pursuant to this Agreement, and (jF) such other filings, authorizations or filings and approvals as may be set forth in Section 3.04 of required to be made or obtained under the Company Disclosure ScheduleHSR, no consents or approvals of or and (G) such other consents, authorizations, approvals, filings or registrations with any courtthe absence or unavailability of which could not, administrative agency either individually or commission or other governmental authority or instrumentality (each in the aggregate, reasonably be expected to have a “Governmental Entity”) in connection with (1) the execution and delivery by the Company of this Agreement, (2) the consummation by the Company of the Merger and the other transactions contemplated hereby, (3) the execution and delivery by the Company’s Bank of the Bank Merger Agreement and (4) the consummation by the Company’s Bank of the Bank Merger and the other transactions contemplated therebyMaterial Adverse Effect on ENP.

Consents and Approvals. (a) Except for (a) filings of applications and notices with, and receipt of consents, authorizations, approvals, exemptions or non-objections from, the Securities and Exchange Commission (“SEC”), the Nasdaq Stock Exchange (“Nasdaq”), state securities authorities and other industry self-regulatory organizations (each, an “SRO”), (b) the filing of applications and noticesany other required applications, as applicable, filings or notices with the Board of Governors of the Federal Reserve System (the “FRBFederal Reserve”), the Oregon Department of Consumer and Business Services, any foreign, federal or state banking, other regulatory, self-regulatory or enforcement authorities or any courts, administrative agencies or commissions or other governmental authorities or instrumentalities (each a “Governmental Entity”) and approval of or non-objection to such applications applications, filings and notices, notices (b) the filing of applications and notices, as applicable, taken together with the FDIC and approval of such applications and noticesitems listed in clause (i), the “Regulatory Approvals”), (c) the filing of applications and notices, as applicable, with the OCC, and approval of such applications and notices, (d) the filing of applications and notices, as applicable, with the New Jersey Department and approval of such applications and notices, (e) the filing with the Securities and Exchange Commission (the “SEC”) SEC of a joint proxy statement in definitive form relating to the meetings meeting of the Company's shareholders and Parent’s shareholders to be held in connection with this Agreement and the transactions contemplated hereby by this Agreement (the “Company Proxy Statement”), which shall also serve as the proxy statement relating to the meeting of Purchaser’s shareholders to be held in connection with this Agreement and the transactions contemplated by this Agreement (the “Purchaser Proxy Statement” and together with the Company Proxy Statement the “Joint Proxy Statement”) and the filing with the SEC and the declaration of effectiveness by the SEC of the a registration statement on Form S-4 (or such other applicable form) (the “Form S-4”) in which the Joint Proxy Statement will be included as a joint proxy statement and prospectus, (f) the approval and declaration of effectiveness of the Company Shareholder Matters by Form S-4 and the requisite vote filing and effectiveness of the shareholders of the Companyregistration statement contemplated by Section 6.1, (gd) the filing of the Certificates Washington Articles of Merger with the Washington Secretary of State of the State of New York pursuant to the NYBCL and the Department Oregon Articles of Merger with the Treasury of the State of New Jersey pursuant to the NJBCAOregon Secretary, and (h) approval of the listing of the Parent Common Stock to be issued in the Merger on the NASDAQ Global Select Market, (ie) such filings and approvals as shall be are required to be made or obtained under the securities or “blue sky” laws of various states in connection with any applicable state securities bureaus or commissions, and (j) such other filings, authorizations or approvals as may be set forth in Section 3.04 the issuance of the Company Disclosure Scheduleshares of Purchaser Common Stock pursuant to this Agreement and approval of listing of such Purchaser Common Stock on the Nasdaq, no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental authority or instrumentality (each a “Governmental Entity”) Entity are necessary in connection with (1) the execution and delivery by the Company of this Agreement, (2) the consummation by the Company of the Merger and the other transactions contemplated hereby, (3) the execution and delivery by the Company’s Bank of the Bank Merger Agreement and (4) the consummation by the Company’s Bank of the Bank Merger and the other transactions contemplated therebythis Agreement.

Consents and Approvals. (a) Except for (ai) filings of applications and notices with, and receipt of consents, authorizations, approvals, exemptions or non-objections from, the Securities and Exchange Commission (the “SEC”), New York Stock Exchange (the “NYSE”), state securities authorities, the Financial Industry Regulatory Authority, applicable securities, commodities and futures exchanges, and other industry self-regulatory organizations (each, an “SRO”), (ii) the filing of applications and noticesany other required applications, as applicable, filings or notices with the Board of Governors of the Federal Reserve System (the “FRBFederal Reserve”), the Texas Department of Banking, any foreign, federal or state banking, other regulatory, self-regulatory or enforcement authorities or any courts, administrative agencies or commissions or other governmental authorities or instrumentalities (each a “Governmental Entity”) and approval of or non-objection to such applications applications, filings and noticesnotices (taken together with the items listed in clause (i), the “Regulatory Approvals”), (b) the filing of applications and notices, as applicable, with the FDIC and approval of such applications and notices, (c) the filing of applications and notices, as applicable, with the OCC, and approval of such applications and notices, (d) the filing of applications and notices, as applicable, with the New Jersey Department and approval of such applications and notices, (eiii) the filing with the Securities and Exchange Commission (the “SEC”) SEC of a joint proxy statement in definitive form relating to the meetings meeting of the Company's shareholders and Parent’s shareholders to be held in connection with this Agreement and the transactions contemplated hereby by this Agreement (the “Company Proxy Statement”), which shall also serve as the proxy statement relating to the meeting of Purchaser’s shareholders to be held in connection with this Agreement and the transactions contemplated by this Agreement (the “Purchaser Proxy Statement” and together with the Company Proxy Statement the “Joint Proxy Statement”) and the filing with the SEC and the declaration of effectiveness by the SEC of the a registration statement on Form S-4 (or such other applicable form) (the “Form S-4”) in which the Joint Proxy Statement will be included as a joint proxy statement and prospectus, (f) the approval and declaration of effectiveness of the Company Shareholder Matters by Form S-4 and the requisite vote filing and effectiveness of the shareholders of the Companyregistration statement contemplated by Section 6.1(b), (giv) the filing of the Certificates Texas Certificate of Merger with the Texas Secretary of State of the State of New York pursuant to the NYBCL and the Department Maryland Articles of Merger with the Treasury of the State of New Jersey pursuant to the NJBCASDAT, (hv) approval any notices or filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the listing of the Parent Common Stock to be issued in the Merger on the NASDAQ Global Select Market, “HSR Act”) and (ivi) such filings and approvals as shall be are required to be made or obtained under the securities or “blue sky” laws of various states in connection with any applicable state securities bureaus or commissions, and (j) such other filings, authorizations or approvals as may be set forth in Section 3.04 the issuance of the Company Disclosure Scheduleshares of Purchaser Common Stock pursuant to this Agreement and approval of listing of such Purchaser Common Stock on the NYSE, no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental authority or instrumentality (each a “Governmental Entity”) Entity are necessary in connection with (1) the execution and delivery by the Company of this Agreement, (2) the consummation by the Company of the Merger and the other transactions contemplated hereby, (3) 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’s Bank Company of the Bank Merger Agreement and (4) the consummation by the Company’s Bank of the Bank Merger and the other transactions contemplated therebythis Agreement.

Consents and Approvals. (a) Except for (a) the filing of applications and notices, as applicable, with the Board of Governors of the Federal Reserve System (“FRB”) and approval of such applications and notices, (b) the filing of applications and notices, as applicable, a merger application with the FDIC and approval or non-objection of such applications by the FDIC and notices, any other Governmental Entity; (c) the filing of applications and notices, as applicable, with the OCC, and approval of such applications and notices, (d) the filing of applications and notices, as applicable, with the New Jersey Department and approval of such applications and notices, (eb) the filing with the Securities and Exchange Commission (the “SEC”) of (i) a joint proxy statement statement/prospectus in definitive form relating to the stockholder meetings of the Company's shareholders Pamrapo and Parent’s shareholders BCB to be held in connection with this Agreement and the Merger contemplated hereby (the “Proxy Statement”) and (ii) a Registration Statement on Form S-4 (the “S-4”) registering the BCB Common Stock to be issued in connection with this Agreement and the transactions contemplated hereby (the “Proxy Statement”) and the filing with the SEC and the declaration of effectiveness by the SEC of the registration statement on Form S-4 (the “S-4”) in which the Proxy Statement will be included as a joint proxy statement and prospectus, (fc) the approval adoption of the Company Shareholder Matters this Agreement by the requisite vote of the shareholders stockholders of Pamrapo and the adoption of the Company, Bank Merger Agreement by the requisite vote of stockholders of Pamrapo Bank; (gd) the filing of the Certificates Certificate of Merger with the New Jersey Secretary of State of State; (e) the State of New York pursuant to approval by the NYBCL and the Department of the Treasury of the State of New Jersey pursuant to the NJBCA, (h) approval NASDAQ Stock Market of the listing of the Parent additional shares of BCB Common Stock to be issued in the Merger on the NASDAQ Global Select Market, Market to be issued pursuant to Article II hereof; (f) the adoption of this Agreement by the requisite vote of the stockholders of BCB; and (i) such filings as shall be required to be made with any applicable state securities bureaus or commissions, and (j) such other filings, authorizations or approvals as may be set forth in Section 3.04 Schedule 3.4 of the Company Pamrapo Disclosure ScheduleSchedules; with a Governmental Entity to satisfy the applicable requirements of the laws of states in which Pamrapo and its Subsidiaries are qualified or licensed to do business or state securities or “blue sky” laws, no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental authority or instrumentality (each a “Governmental Entity”) or with any third party are necessary in connection with (1) the execution and delivery by the Company Pamrapo of this Agreement, Agreement and (2) the consummation by the Company Pamrapo of the Merger and the other transactions contemplated hereby, (3) the execution and delivery by the Company’s Bank of the Bank Merger Agreement and (4) the consummation by the Company’s Bank of the Bank Merger and the other transactions contemplated thereby.

Consents and Approvals. (a) Except for (a) the filing of applications applications, filings and notices, as applicable, with the NASDAQ, (b) the filing of applications, filings and notices, as applicable, with the Board of Governors of the Federal Reserve System (the “FRBFederal Reserve Board”) under the BHC Act and approval of such applications and noticesapplications, (b) the filing of applications and notices, as applicable, with the FDIC and approval of such applications filings and notices, (c) the filing of applications applications, filings and notices, as applicable, with the OCCIdaho Department of Finance (the “Idaho Department”) and the Washington State Department of Financial Institutions, Division of Banks (the “DFI”), the Oregon Division of Finance and Corporate Securities (the “Oregon Division”), if applicable, the FDIC and any government sponsored entity with respect to any loan program offered by it in which Home Federal Bank participates in connection with the Bank Merger or the transfer of the Shared-Loss Agreements, and approval of such applications applications, filings and notices, (d) the filing of applications and notices, as applicable, with the New Jersey Department and approval of such applications and notices, (e) the filing with the Securities and Exchange Commission (the “SEC”) SEC of a joint proxy statement in definitive form relating to the meetings meeting of the Company's shareholders and ParentHome’s shareholders to be held in connection with this Agreement and the transactions contemplated hereby (including any amendments or supplements thereto, the “Proxy Statement”) ), and the filing with the SEC and the declaration of effectiveness by the SEC of the registration statement on Form S-4 (the “S-4”) in which the Proxy Statement will be included as a joint proxy statement prospectus, to be filed with the SEC by Banner in connection with the transactions contemplated by this Agreement, to, among other things, register any securities issuable by Banner in conjunction with the transactions contemplated by this Agreement with the SEC pursuant to the Securities Act (as defined in Section 3.12), and prospectusdeclaration of effectiveness of the S-4, (e) any filings or notices with the U.S. Department of Justice under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), (f) the approval filing of the Company Shareholder Matters by Articles of Merger with the requisite vote of Maryland Department pursuant to the shareholders of MGCL and the CompanyWashington Secretary pursuant to the WBCA, (g) and the filing of the Certificates Bank Merger Certificates, and (g) such filings and approvals as are required to be made or obtained under the federal securities laws, or the securities or “Blue Sky” laws of Merger various states in connection with the Secretary issuance by Banner of State of the State of New York any securities pursuant to the NYBCL this Agreement and the Department of the Treasury of the State of New Jersey pursuant to the NJBCA, (h) approval of the listing of the Parent shares of Banner Common Stock to be issued in conjunction with the Merger transactions contemplated by this Agreement on the NASDAQ Global Select Market, (i) such filings as shall be required to be made with any applicable state securities bureaus or commissions, and (j) such other filings, authorizations or approvals as may be set forth in Section 3.04 of the Company Disclosure ScheduleNASDAQ, no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental authority or instrumentality or SRO (as defined in Section 3.5) (each a “Governmental Entity”) are necessary in connection with (1A) the execution and delivery by the Company Home of this Agreement, Agreement or (2B) the consummation by the Company Home of the Merger and the other transactions contemplated hereby, (3) the execution and delivery by the Company’s Bank of the Bank Merger Agreement and (4) the consummation by the Company’s Bank Home or any Home Subsidiary of the Bank Merger and the other transactions contemplated therebyhereby (including the Bank Merger). As of the date hereof, Home 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 and Bank Merger on a timely basis.

Consents and Approvals. (a) Except for (a) the filing of applications and notices, as applicable, with the Board of Governors of the Federal Reserve System (“FRB”the "Federal Reserve Board") under the BHC Act and approval of such applications and notices, (b) (i) the filing of applications and notices, as applicable, compliance with the FDIC premerger notification filing requirements under Part IX of the Competition Act (Canada) and approval the expiration of such applications and noticesthe applicable waiting period in relation thereto or (ii) receipt of an ARC pursuant to section 102 of the Competition Act (Canada), (c) the filing of applications and notices, as applicable, with a notification under the OCC, and approval of such applications and noticesInvestment Canada Act, (d) the filing of applications with, and notices, as applicable, with the New Jersey Department and approval of such applications by, the appropriate financial regulatory authorities in the provinces, states and noticescountries in which CIT or any CIT Subsidiary conducts business, (e) receipt of exemption orders from the provincial securities regulators from the registration and prospectus requirements with respect to the issuance of and first trade in CIT Common Stock, (f) the filing with the Securities Court, the SEC, the OSC and Exchange Commission (the “SEC”) of a joint proxy statement in definitive form relating to the meetings other Canadian securities regulatory authorities of the Company's shareholders and Parent’s shareholders to be held in connection with this Agreement and the transactions contemplated hereby (the “Proxy Statement”) Circular and the filing with the SEC and the declaration of effectiveness by the SEC of the registration statement on Form S-4 (the “S-4”) in which the Proxy Statement will be included as a joint proxy statement and prospectusRegistration Statement, (fg) the approval of the Company CIT Shareholder Matters by the requisite vote of the shareholders of the Company, (g) the filing of the Certificates of Merger with the Secretary of State of the State of New York pursuant to the NYBCL and the Department of the Treasury of the State of New Jersey pursuant to the NJBCAMatters, (h) approval of the listing of the Parent CIT Common Stock to be issued in the Merger Arrangement, upon exchange of the Exchangeable Shares and upon exercise of the Replacement Options on the NASDAQ Global Select MarketNYSE, (i) such filings as shall be required to be made with any applicable state securities bureaus approvals or commissionsorders in respect of CIT and/or DKB under section 518 or 521 of the Bank Act (Canada), and (j) such other filingsapprovals, authorizations or approvals as may be set forth in Section 3.04 if applicable, of the Company Disclosure ScheduleMinistry of Finance of Japan and the Financial Supervisory Agency of Japan, no consents consents, orders or approvals of or filings or registrations with any court, administrative agency Governmental Entity or commission or other governmental authority or instrumentality (each a “Governmental Entity”) with any third party are necessary in connection with (1) the execution and delivery by the Company CIT of this Agreement, the Arrangement Documents and the Plan of Arrangement and by Newco and Exchangeco of the Arrangement Documents and (2) the consummation by the Company CIT, Newco and Exchangeco of the Merger Arrangement and the other transactions contemplated hereby, (3) the execution hereby and delivery by the Company’s Bank of the Bank Merger Agreement and (4) the consummation by the Company’s Bank of the Bank Merger and the other transactions contemplated therebyArrangement Documents.

Consents and Approvals. (a) Except for (a) the filing of applications and noticesany required applications, as applicable, filings or notices with the Board of Governors of the Federal Reserve System (“FRB”) under the BHC Act and approval of such applications applications, filings and notices, (b) the filing of applications applications, filings and notices, as applicable, with the OCC in connection with the Bank Merger, and approval of such applications, filings and notices, (c) the filing of applications, filings and notices, as applicable, with the FDIC and approval the Pennsylvania Department of such applications Banking and notices, (c) the filing of applications and notices, as applicable, Securities in connection with the OCCBank Merger, including under the Bank Merger Act, and approval of such applications applications, filings and notices, (d) compliance with any applicable requirements of the Securities Act and the Exchange Act, including the filing of applications and notices, as applicable, with the New Jersey Department SEC of the Proxy Statement and approval the Form S-4, and the declaration of such applications and noticeseffectiveness of the Form S-4, (e) the filing of the Statement of Merger with the Securities and Exchange Commission (the “SEC”) of a joint proxy statement in definitive form relating to the meetings of the Company's shareholders and Parent’s shareholders to be held in connection with this Agreement and the transactions contemplated hereby (the “Proxy Statement”) and the filing with the SEC and the declaration of effectiveness by the SEC of the registration statement on Form S-4 (the “S-4”) in which the Proxy Statement will be included as a joint proxy statement and prospectusPennsylvania Department, (f) the approval filing of the Company Shareholder Matters by the requisite vote of the shareholders of the CompanyBank Merger Certificates, (g) such filings and approvals as are required to be made or obtained under the filing securities or “Blue Sky” laws of various states in connection with the issuance of the Certificates shares of Merger with the Secretary of State of the State of New York Parent Common Stock pursuant to the NYBCL and the Department of the Treasury of the State of New Jersey pursuant to the NJBCAthis Agreement, (h) approval of the listing of the such Parent Common Stock to be issued in the Merger on the NASDAQ Global Select Market, and (i) such to the extent required, the filing of any notices or other filings as shall be required to be made with any applicable state securities bureaus or commissions, and (j) such other filings, authorizations or approvals as may be set forth in Section 3.04 of under the Company Disclosure ScheduleHSR Act, no material notices to, consents or approvals of or non-objections of, waivers or authorizations by, or applications, filings or registrations with any court, administrative agency Governmental Entity are required to be made or commission obtained by Parent or other governmental authority or instrumentality (each a “Governmental Entity”) any of its Subsidiaries in connection with (1i) the execution and delivery by the Company Parent of this Agreement, Agreement or (2ii) the consummation by the Company Parent of the Merger and the other transactions contemplated hereby, (3) expect for such consents, approvals, authorizations, filings or registrations that would not reasonably be expected to, individually or in the execution and delivery by the Company’s Bank of the Bank Merger Agreement and (4) the consummation by the Company’s Bank of the Bank Merger and the other transactions contemplated therebyaggregate, have a Material Adverse Effect on Parent.

Consents and Approvals. (a) Except for (ai) the filing of applications and notices, as applicable, applicable with the Board of Governors of the Federal Reserve System (“FRB”) Board under the Bank Holding Company Act of 1956, as amended and Bank Merger Act and the approval of such applications and notices, (bii) the filing of applications and notices, as applicable, with the FDIC F.D.I.C. under the Bank Merger Act and approval of such applications and noticesapplications, (ciii) the filing of applications and notices, as applicable, with the OCC, and approval of such applications and noticesstate banking approvals, (d) the filing of applications and notices, as applicable, with the New Jersey Department and approval of such applications and notices, (eiv) the filing with the Securities and Exchange Commission (the “SEC”) SEC of a joint proxy statement in definitive form relating to the meetings of the Company's shareholders and Parent’s shareholders to be held in connection with this Agreement and the transactions contemplated hereby (the “Proxy Statement”) and the filing with the SEC and the declaration of effectiveness by the SEC of the registration statement on Form S-4 (the “S-4”) in which the Proxy Statement will be included as a joint proxy statement and prospectusthe S-4, (fv) the approval of this agreement by Purchaser as the Company Shareholder Matters by the requisite vote sole stockholder of the shareholders of the CompanyNewco, (gvi) the filing of the Certificates Articles of Merger with the Secretary of State of the State Commonwealth of New York pursuant to the NYBCL and the Department of the Treasury of the State of New Jersey pursuant to the NJBCAMassachusetts, (h) approval of the listing of the Parent Common Stock to be issued in the Merger on the NASDAQ Global Select Market, (ivii) such filings and approvals as shall be are required to be made or obtained under securities or blue sky laws of various states in connection with any applicable state securities bureaus or commissions, and the issuance of the shares of Purchaser Common Stock pursuant to this Agreement; (jviii) such other filings, authorizations or approvals as may be set forth in Section 3.04 3.21 of the Company Purchaser Disclosure Schedule, no consents or approvals of or filings or registrations with any court, administrative agency governmental entity or commission or other governmental authority or instrumentality (each a “Governmental Entity”) any third party are necessary in connection with (1) the execution and delivery by the Company Purchaser and Newco of this Agreement, (2) the consummation by the Company Purchaser and Newco of the Merger and the other transactions contemplated hereby, (3) the execution and delivery by the Company’s Bank Newco of the Bank Merger Agreement and (4) the consummation of transactions contemplated by the Company’s Bank Merger Agreement. The affirmative vote of the Bank Merger holders of the shares of Purchaser Common Stock is not required to approve this Agreement or the transactions contemplated hereby. Purchaser hereby represents to Company that it has no reason to believe that it would be unable to obtain each and every required consent and approval referred to in this SECTION 3.21. The Purchaser will endeavor to obtain such consents and approvals so that the transactions contemplated by this Agreement and the other transactions contemplated therebyMerger Agreement may be consummated on or prior to February 28, 1996.

Consents and Approvals. (a) Except for (ai) the filing of applications and notices, as applicable, with the Board of Governors of state insurance authorities the Federal Reserve System (“FRB”) and approval of such applications and notices, (b) which is required for the filing consummation of applications and notices, as applicable, with the FDIC and approval of such applications and notices, (c) the filing of applications and notices, as applicable, with the OCCthis Agreement, and approval of such applications and notices, (dii) the filing of any required applications and notices, as applicable, or notices with the New Jersey Department any state or foreign agencies and approval of such applications and noticesnotices (the “State and Foreign Approvals”), (eiii) the filing with the Securities and Exchange Commission (the “SEC”) of a joint proxy statement in definitive form relating to the meetings of the Company's shareholders Radian’s and ParentMGIC’s shareholders stockholders to be held in connection with this Agreement and the transactions contemplated hereby (including any amendments or supplements thereto, the “Joint Proxy Statement”) ), and the filing with the SEC and the declaration of effectiveness by the SEC of the registration statement on Form S-4 (the “S-4”) in which the Joint Proxy Statement will be included as a joint proxy statement and prospectus, (fiv) the filing of the Articles of Merger with the Wisconsin Department pursuant to the WBCL and the filing of the Certificate of Merger with the Delaware Secretary pursuant to the DGCL, (v) the filings required by the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act, of 1976, as amended, and the rules and regulations promulgated thereunder (the “HSR Act”), (vi) 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 MGIC Capital Stock pursuant to this Agreement, and (vii) the approval of the Company Shareholder Matters this Agreement by the requisite vote of the shareholders stockholders of the Company, (g) the filing of the Certificates of Merger with the Secretary of State of the State of New York pursuant to the NYBCL and the Department of the Treasury of the State of New Jersey pursuant to the NJBCA, (h) approval of the listing of the Parent Common Stock to be issued in the Merger on the NASDAQ Global Select Market, (i) such filings as shall be required to be made with any applicable state securities bureaus or commissions, and (j) such other filings, authorizations or approvals as may be set forth in Section 3.04 of the Company Disclosure ScheduleRadian, no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental authority or instrumentality (each a “Governmental Entity”) are necessary in connection with (1A) the execution and delivery by the Company Radian of this Agreement, Agreement and (2B) the consummation by the Company Radian of the Merger and the other transactions contemplated hereby, (3) the execution and delivery by the Company’s Bank of the Bank Merger Agreement and (4) the consummation by the Company’s Bank of the Bank Merger and the other transactions contemplated thereby.

Consents and Approvals. (a) Except for (ai) the filing of applications applications, filings and noticesnotices with the applicable Governmental Entities (including with Insurance Regulators under applicable Insurance Laws), as applicable, with the Board of Governors set forth in Section 3.4 of the Federal Reserve System (“FRB”) and Company Disclosure Schedule and, where noted therein, the approval of such applications applications, filings and notices, (b) the filing of applications and notices, as applicable, with the FDIC and approval of such applications and notices, (c) the filing of applications and notices, as applicable, with the OCC, and approval of such applications and notices, (d) the filing of applications and notices, as applicable, with the New Jersey Department and approval of such applications and notices, (eii) the filing with the Securities and Exchange Commission (the “SEC”) SEC of a joint proxy statement in definitive form relating to the meetings meeting of the Company's ’s shareholders and the meeting of the Parent’s shareholders shareholders, in each case, to be held in connection with this Agreement and the transactions contemplated hereby (including any amendments or supplements thereto, the “Joint Proxy Statement”) ), and the filing with the SEC and the declaration of effectiveness by the SEC of the registration statement on Form S-4 (the “S-4”) in which the Joint Proxy Statement will be included as a joint proxy statement and prospectus, to be filed with the SEC by Parent in connection with the transactions contemplated by this Agreement (fthe “S-4”) the approval and declaration of effectiveness of the Company Shareholder Matters by the requisite vote of the shareholders of the CompanyS-4, (giii) the filing of the Certificates Certificate of Merger with the Secretary of State of the State of New York pursuant to the NYBCL and the Department of the Treasury of the State of New Jersey Secretary pursuant to the NJBCA, (hiv) the filing of any notices or other filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), and (v) 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 Parent Common Shares pursuant to this Agreement and the approval of the listing of the such Parent Common Stock to be issued in the Merger Shares on the NASDAQ Global Select Market, New York Stock Exchange (i) such filings as shall be required to be made with any applicable state securities bureaus or commissions, and (j) such other filings, authorizations or approvals as may be set forth in Section 3.04 of the Company Disclosure Schedule“NYSE”), no consents or approvals of or filings or registrations with any court, court or administrative agency or commission or other governmental authority or instrumentality or SRO (each a “Governmental Entity”) are necessary in connection with (1A) the execution and delivery by the Company of this Agreement, Agreement or (2B) the consummation by the Company of the Merger and the other transactions contemplated hereby. As used in this Agreement, “SRO” means (3x) the execution and delivery by the Company’s Bank any “self-regulatory organization” as defined in Section 3(a)(26) of the Bank Merger Agreement Securities Exchange Act of 1934, as amended (the “Exchange Act”) and (4y) the consummation by the Company’s Bank any other United States or foreign securities exchange, futures exchange, commodities exchange or contract market. As of the Bank date hereof, the Company is not aware of any reason why all necessary regulatory approvals and consents will not be received in order to permit consummation of the Merger and the other transactions contemplated therebyon a timely basis.

Consents and Approvals. (a) Except for (a) the filing of applications and notices, as applicable, ---------------------- with the Board of Governors of the Federal Reserve System (“FRB”) OTS and approval of such applications and noticesapplications, (b) the filing of applications and notices, as applicable, with the FDIC SEC of the Proxy Statement and approval of such applications and noticesthe S-4, (c) the filing of applications and notices, as applicable, with the OCC, and approval of such applications and noticesthis Agreement by the requisite vote of the stockholders of First Place, (d) the filing of applications and notices, as applicable, with the New Jersey Department and approval of such applications and notices, (e) the filing with the Securities and Exchange Commission (the “SEC”) of a joint proxy statement in definitive form relating to the meetings of the Company's shareholders and Parent’s shareholders to be held in connection with this Agreement and the transactions contemplated hereby (the “Proxy Statement”) and the filing with the SEC and the declaration of effectiveness by the SEC of the registration statement on Form S-4 (the “S-4”) in which the Proxy Statement will be included as a joint proxy statement and prospectus, (f) the approval of the Company Shareholder Matters by the requisite vote of the shareholders of the Company, (g) the filing of the Certificates Certificate of Merger with the Secretary of State of the State of New York pursuant to the NYBCL and the Department of the Treasury of the State of New Jersey pursuant to the NJBCADelaware, (h) approval of the listing of the Parent Common Stock to be issued in the Merger on the NASDAQ Global Select Market, (ie) such filings and approvals as shall be are required to be made or obtained under the securities or "Blue Sky" laws of various states in connection with any applicable state securities bureaus or commissionsthe issuance of the shares of First Place Common Stock pursuant to this Agreement, (f) filings required by the Bank Merger Agreement, (g) the approval of the Bank Merger Agreement by the stockholder of the Association, and (jh) such other filings, authorizations or approvals as may be set forth in Section 3.04 4.4 of the Company First Place Disclosure Schedule, no consents or approvals of or filings or registrations with any court, administrative agency Governmental Entity or commission or other governmental authority or instrumentality (each a “Governmental Entity”) with any third party are necessary in connection with (1) the execution and delivery by the Company First Place of this Agreement, (2) the consummation by the Company First Place of the Merger and the other transactions contemplated hereby, (3) the execution and delivery by the Company’s Bank Association of the Bank Merger Agreement Agreement, and (4) the consummation of the Association of the transactions contemplated by the Company’s Bank of the Bank Merger and the other transactions contemplated therebyAgreement.

Consents and Approvals. (a) Except for (a) the filing of applications and notices, as applicable, with the Board of Governors of the Federal Reserve System (“FRB”) and approval of such applications and notices, (b) the filing of applications and notices, as applicable, with the FDIC and approval of such applications and notices, (c) the filing of applications and notices, as applicable, with the OCC, New Jersey Department and approval of such applications and notices, (d) the filing with and declaration of applications and notices, as applicable, with the New Jersey Department and approval of such applications and notices, (e) the filing with effectiveness by the Securities and Exchange Commission (the “SEC”) of a joint the registration statement on Form S-4 (the “S-4”) in which the proxy statement in definitive form relating to the meetings meeting of the Company's shareholders and Parent’s shareholders holders of the Company Common Stock to be held in connection with this Agreement and the transactions contemplated hereby (the “Proxy Statement”) and the filing with the SEC and the declaration of effectiveness by the SEC of the registration statement on Form S-4 (the “S-4”) in which the Proxy Statement will be included as a joint proxy statement and prospectus, (fe) the approval of this Agreement and the Company Shareholder Matters Merger by the requisite vote of the shareholders holders of the CompanyCompany Common Stock, (gf) the filing of the Certificates Certificate of Merger with the Secretary of State of the State of New York pursuant to the NYBCL and the Department of the Treasury of the State of New Jersey pursuant to the NJBCABCA, (hg) approval of the listing of the Parent Common Stock to be issued in the Merger on the NASDAQ Global Select Market, (ih) such filings as shall be required to be made with any applicable state securities bureaus or commissions, (i) such consents, authorizations or approvals as shall be required under the Environmental Laws and (j) such other filings, authorizations or approvals as may be set forth in Section 3.04 3.4 of the Company Disclosure Schedule, no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental authority or instrumentality (each a “Governmental Entity”) or with any third party are necessary on behalf of the Company or the Company’s Bank in connection with (1) the execution and delivery by the Company of this Agreement, (2) the consummation by the Company of the Merger and the other transactions contemplated hereby, (3) the execution and delivery by the Company’s Bank of the Bank Merger Agreement and (4) the consummation by the Company’s Bank of the Bank Merger and the other transactions contemplated thereby.

Consents and Approvals. (a) Except for (a) the filing of applications applications, filings and notices, as applicable, with Nasdaq and the New York Stock Exchange, (b) the filing of applications, filings and notices, as applicable, with the Board of Governors of the Federal Reserve System (“FRB”) Board in connection with the Merger and approval or waiver of such applications and noticesapplications, (b) the filing of applications and notices, as applicable, with the FDIC and approval of such applications filings and notices, (c) the filing of applications applications, filings and notices, as applicable, with the Office of the Comptroller of the Currency (the “OCC, ”) in connection with the Bank Merger and approval of such applications applications, filings and notices, (d) the filing of applications and noticesany required applications, as applicable, filings or notices with any state banking authorities listed on Section 3.4 of the New Jersey Department TCF Disclosure Schedule or Section 4.4 of the Chemical Disclosure Schedule and approval of such applications applications, filings and notices, (e) the filing with the Securities and Exchange Commission (the “SEC”) of a joint proxy statement in definitive form relating to the meetings of the Company's shareholders TCF’s stockholders and ParentChemical’s shareholders to be held in connection with this Agreement and the transactions contemplated hereby (including any amendments or supplements thereto, the “Joint Proxy Statement”) ), and the filing with the SEC and the declaration of effectiveness by the SEC of the registration statement on Form S-4 (the “S-4”) in which the Joint Proxy Statement will be included as a joint proxy statement prospectus, to be filed with the SEC by Chemical in connection with the transactions contemplated by this Agreement (the “S-4”) and prospectusdeclaration by the SEC of the effectiveness of the S-4, (f) the approval filing of the Company Shareholder Matters by Certificate of Merger with the requisite vote Delaware Secretary pursuant to the DGCL and the Michigan DLRA pursuant to the MBCA, and the filing of the shareholders of the CompanyBank Merger Certificates, (g) such filings and approvals as are required to be made or obtained under the filing securities or “Blue Sky” laws of various states in connection with the issuance of the Certificates shares of Merger with the Secretary of State of the State of Chemical Common Stock and New York Chemical Preferred Stock (or depositary shares in respect thereof) pursuant to the NYBCL this Agreement and the Department of the Treasury of the State of New Jersey pursuant to the NJBCA, (h) the approval of the listing of the Parent such Chemical Common Stock to be issued and New Chemical Preferred Stock (or depositary shares in the Merger respect thereof) on the NASDAQ Global Select Market, (i) such filings as shall be required to be made with any applicable state securities bureaus or commissions, and (j) such other filings, authorizations or approvals as may be set forth in Section 3.04 of the Company Disclosure ScheduleNasdaq, no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental authority or instrumentality or SRO (each a “Governmental Entity”) are necessary in connection with (1i) the execution and delivery by the Company TCF of this Agreement, Agreement or (2ii) the consummation by the Company TCF of the Merger and the other transactions contemplated herebyhereby (including the Bank Merger). As of the date hereof, (3) TCF has no knowledge of any reason why the execution necessary regulatory approvals and delivery by consents will not be received in order to permit consummation of the Company’s Bank of Merger and the Bank Merger Agreement and (4) the consummation by the Company’s Bank of the Bank Merger and the other transactions contemplated therebyon a timely basis.

Consents and Approvals. (a) Except for (ai) the filing of applications and notices, as applicable, with the Board of Governors of the Federal Reserve System (“FRB”the "Federal Reserve Board") and approval of such applications and noticesunder the BHC Act, (bii) the filing of any requisite applications and notices, as applicable, with the FDIC 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 approval of such applications and noticesBancorp, (ciii) the filing of any required applications and notices, as applicable, or notices with any state bank regulatory agencies (the OCC, and approval of such applications and notices"State Approvals"), (d) the filing of applications and notices, as applicable, with the New Jersey Department and approval of such applications and notices, (eiv) the filing with the Securities and Exchange Commission (the “SEC”) SEC of a joint proxy statement in definitive form relating to the meetings meeting of the CompanyCBI's shareholders and Parent’s shareholders to be held in connection with this Agreement and the transactions contemplated hereby (the “"Proxy Statement”") and the filing with the SEC and the declaration of effectiveness by the SEC of the registration statement on Form S-4 (the “"S-4”") in which the Proxy Statement will be included as a joint proxy statement and prospectus, (fv) the filing of the Articles of Merger with the Oregon Secretary pursuant to the OBCA, (vi) the filing of the Certificate of Merger with the Delaware Secretary pursuant to the DGCL, (vii) 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 Bancorp Common Stock pursuant to this Agreement, (viii) the approval of the Company Shareholder Matters this Agreement by the requisite vote of the shareholders of the Company, (g) the filing of the Certificates of Merger with the Secretary of State of the State of New York pursuant to the NYBCL and the Department of the Treasury of the State of New Jersey pursuant to the NJBCA, (h) approval of the listing of the Parent Common Stock to be issued in the Merger on the NASDAQ Global Select Market, (i) such filings as shall be required to be made with any applicable state securities bureaus or commissionsCBI, and (jix) such other filings, authorizations or the consents and approvals as may be set forth in Section 3.04 of the Company CBI Disclosure Schedule, no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental authority or instrumentality (each a “"Governmental Entity”") or with any third party are necessary in connection with (1A) the execution and delivery by the Company CBI of this Agreement, Agreement and (2B) the consummation by the Company CBI of the Merger and the other transactions contemplated hereby, (3) the execution and delivery by the Company’s Bank of the Bank Merger Agreement and (4) the consummation by the Company’s Bank of the Bank Merger and the other transactions contemplated thereby.

Consents and Approvals. (a) Except for (a) the filing of applications and notices, as applicable, with the Federal Reserve Board of Governors under the BHC Act, with the NCCOB under Chapters 53 and 53C of the Federal Reserve System North Carolina General Statutes and with the Office of the Comptroller of the Currency (the “FRBOCC”) under the National Bank Act and Bank Merger Act, and approval of such applications and notices, (b) the filing of applications and notices, as applicable, with the FDIC and approval of such applications and notices, (c) the filing of applications and notices, as applicable, with the OCC, and approval of such applications and notices, (d) the filing of applications and notices, as applicable, with the New Jersey Department and approval of such applications and notices, (e) the filing with the Securities and Exchange Commission (the “SEC”) of a joint proxy statement in definitive form relating to the meetings meeting of the Company's shareholders and ParentYDKN’s shareholders to be held in connection with this Agreement and the transactions contemplated hereby (the “Joint Proxy Statement”) and the filing with the SEC and the declaration of effectiveness by the SEC of the a registration statement on Form S-4 (the “S-4Registration Statement”) in which the Joint Proxy Statement will be included as a joint proxy statement and prospectus, (f) and the approval declaration of effectiveness of the Company Shareholder Matters by the requisite vote of the shareholders of the CompanyRegistration Statement, (gc) the filing of the Certificates North Carolina Articles of Merger with with, and its acceptance for record by, the Secretary of State of the State of New York North Carolina pursuant to the NYBCL and NCBCA, the Department filing of the Treasury Florida Articles of Merger with, and its acceptance for record by, the Secretary of State of the State of New Jersey Florida pursuant to the NJBCAFBCA, and the filing of the Bank Merger Certificates and (hd) 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 FNB Common Stock pursuant to this Agreement and approval of the listing on the NYSE of the Parent such shares of FNB Common Stock to be issued issuable in the Merger on the NASDAQ Global Select Market, (i) such filings as shall be required to be made with any applicable state securities bureaus or commissions, and (j) such other filings, authorizations or approvals as may be set forth in Section 3.04 of the Company Disclosure ScheduleMerger, no consents or approvals of of, or filings or registrations with any court, administrative agency or commission or other governmental authority or instrumentality of any federal, state, local or foreign government (each each, a “Governmental Entity”) or any industry self-regulatory organization, including the Financial Industry Regulatory Authority, Inc. (“SRO”), are necessary in connection with (1i) the execution and delivery by the Company YDKN of this Agreement, Agreement and (2ii) the consummation by the Company YDKN of the Merger and the other transactions contemplated herebythis Agreement contemplates. No event has occurred, (3) nor has any circumstance arisen, that, to the execution and delivery by knowledge of YDKN, would reasonably be likely, either individually or together with any other event or circumstance, to impair the Company’s Bank ability to obtain or materially delay the receipt of the Bank Merger Agreement and (4) Requisite Regulatory Approvals on a timely basis or result in the consummation by the Company’s Bank imposition of the Bank Merger and the other transactions contemplated therebya Materially Burdensome Regulatory Condition.

Consents and Approvals. (a) Except for (ai) filings with Bank Regulators, the filing of applications and notices, as applicable, with the Board of Governors receipt of the Federal Reserve System (“FRB”) Regulatory Approvals, and approval of such applications and noticescompliance with any conditions contained therein, (b) the filing of applications and notices, as applicable, with the FDIC and approval of such applications and notices, (c) the filing of applications and notices, as applicable, with the OCC, and approval of such applications and notices, (d) the filing of applications and notices, as applicable, with the New Jersey Department and approval of such applications and notices, (eii) the filing with the Securities and Exchange Commission (the “SEC”) of a joint proxy statement in definitive form relating Registration Statement on Form S-4 to register the meetings shares of the Company's shareholders and Parent’s shareholders to Tower Common Stock that may be held issued in connection with this Agreement the Merger (such Form S-4, and any amendments or supplements thereto, the transactions contemplated hereby “Registration Statement”), which will include the proxy statement/prospectus to be used in soliciting the approval of First Chester’s and Tower’s shareholders at the Special Meetings (such proxy statement as amended or supplemented is referred to herein as the “Proxy StatementMaterials”) and the filing with the SEC and the declaration of effectiveness by the SEC of the registration statement on Form S-4 (the “S-4”) in which the Proxy Statement will be included as a joint proxy statement and prospectus), (fiii) the approval of the Company Shareholder Matters this Agreement by the requisite vote of the shareholders of First Xxxxxxx and the Companyshareholders of Tower, (giv) the filing of the Certificates Articles of Merger with the Secretary of State of the State of New York pursuant to the NYBCL and the Pennsylvania Department of the Treasury of the State of New Jersey pursuant to the NJBCA, (h) approval of the listing of the Parent Common Stock to be issued in the Merger on the NASDAQ Global Select Market, (i) such filings as shall be required to be made with any applicable state securities bureaus or commissionsState, and (jv) such other filingsconsents, authorizations approvals, orders, authorizations, registrations, declarations and filings or approvals waivers thereof as may be set forth in Section 3.04 required under applicable federal, foreign and state securities (or related) laws and, if applicable, the securities or antitrust laws of the Company Disclosure Scheduleany foreign country, no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental authority or instrumentality (each a “Governmental Entity”) ), or any third party are necessary in connection with (1) the execution and delivery by the Company First Xxxxxxx of this Agreement, and (2) the consummation by the Company First Xxxxxxx of the Merger and the other transactions contemplated hereby, (3other than such filings, authorizations, approvals or consents as are to be obtained by First Xxxxxxx with respect to the First Xxxxxxx Contracts as are set forth in Section 3.13(b) the execution and delivery by the Company’s Bank of the Bank Merger Agreement and First Xxxxxxx Disclosure Schedules. (4b) the consummation by the Company’s Bank First Xxxxxxx has no Knowledge of any reason why approval or effectiveness of any of the Bank Merger and the other transactions contemplated therebyconsents, approvals, authorizations, applications, notices, filings or waivers thereof referred to in Section 3.4(a) cannot be obtained or granted on a timely basis.

Consents and Approvals. (a) Except for (a) the filing of applications and notices, as applicable, with the Board of Governors of the Federal Reserve System (“FRB”the "Federal Reserve Board") under the BHC Act and approval of such applications and notices, (b) (i) the filing of applications and notices, as applicable, compliance with the FDIC premerger notification filing requirements under Part IX of the Competition Act (Canada) and approval the expiration of such applications and noticesthe applicable waiting period in relation thereto or (ii) receipt of an ARC pursuant to section 102 of the Competition Act (Canada), (c) the filing of applications an application for review under the Investment Canada Act and noticesthe responsible Minister under such Act being satisfied, as applicableor being deemed to be satisfied, with that the OCC, consummation of the Arrangement and approval the other transactions contemplated hereby is likely to be of such applications and noticesnet benefit to Canada for purposes of that Act, (d) the filing of applications with, and notices, as applicable, with the New Jersey Department and approval of such applications by, the appropriate financial regulatory authorities in the provinces, states and noticescountries in which CIT or any CIT Subsidiary conducts business, (e) receipt of exemption orders from the provincial securities regulators from the registration and prospectus requirements with respect to the issuance of and first trade in CIT Common Stock, (f) the filing with the Securities Court, the SEC, the OSC and Exchange Commission (the “SEC”) of a joint proxy statement in definitive form relating to the meetings other Canadian securities regulatory authorities of the Company's shareholders and Parent’s shareholders to be held in connection with this Agreement and the transactions contemplated hereby (the “Proxy Statement”) and Circular and, if required, the filing with the SEC and the declaration of effectiveness by the SEC of the registration statement on Form S-4 (the “S-4”) in which the Proxy Statement will be included as a joint proxy statement and prospectusRegistration Statement, (fg) the approval of the Company Shareholder Matters issuance of shares of CIT Common Stock pursuant to this Agreement and the Plan of Arrangement by the requisite vote of the shareholders of the Company, (g) the filing of the Certificates of Merger with the Secretary of State of the State of New York pursuant to the NYBCL and the Department of the Treasury of the State of New Jersey pursuant to the NJBCACIT, (h) approval of the listing of the Parent CIT Common Stock to be issued in the Merger Arrangement, upon exchange of the Exchangeable Shares and upon exercise of the Replacement Options on the NASDAQ Global Select MarketNYSE, (i) such filings as shall be required to be made with any applicable state securities bureaus approvals or commissionsorders in respect of CIT and/or DKB under section 518 or 521 of the Bank Act (Canada), and (j) approvals, if applicable, of the Ministry of Finance of Japan and the Office of Superintendent of Financial Institutions of Japan and (k) such other filings, authorizations or approvals as may be set forth in Section 3.04 5.4 of the Company CIT Disclosure Schedule, no consents consents, orders or approvals of or filings or registrations with any court, administrative agency Governmental Entity or commission or other governmental authority or instrumentality (each a “Governmental Entity”) with any third party are necessary in connection with (1) the execution and delivery by the Company CIT of this Agreement, Agreement and the Plan of Arrangement and (2) the consummation by the Company CIT of the Merger Arrangement and the other transactions contemplated hereby, (3) the execution and delivery by the Company’s Bank of the Bank Merger Agreement and (4) the consummation by the Company’s Bank of the Bank Merger and the other transactions contemplated thereby.

Consents and Approvals. (a) Except for (ai) the filing of applications and notices, as applicable, with the Board of Governors of the Federal Reserve System (the “FRB”), Federal Deposit Insurance Corporation (the “FDIC”), the Tennessee Department of Financial Institutions (the “TDFI”) and approval the North Carolina Office of such applications the Commissioner of Banks (the “NCCOB”), with respect to the Merger, the Second Step Merger and notices, (b) the filing of applications and noticesBank Merger, as applicable, with the FDIC and approval of such applications and notices, (c) the filing of applications and notices, as applicable, with the OCC, and approval of such applications and notices, (dii) the filing of applications and noticesany required applications, as applicablefilings or notices with any other federal, with the New Jersey Department state or foreign agencies or regulatory authorities and approval or grant of such applications applications, filings and noticesnotices (the “Other Regulatory Approvals”), (eiii) the filing with the Securities and Exchange Commission (the “SEC”) of a joint proxy statement Joint Proxy Statement/Prospectus in definitive form relating to the meetings of the Company's shareholders Parent’s and ParentTarget’s shareholders to be held in connection with this Agreement and the transactions contemplated hereby (including any amendments or supplements thereto, the “Joint Proxy Statement/Prospectus”) ), and the filing with the SEC and the declaration of effectiveness by the SEC of the registration statement on Form S-4 (the “Form S-4”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”) in which the Joint Proxy Statement Statement/Prospectus will be included as a joint proxy statement and prospectus, and declaration of effectiveness of the Form S-4 by the SEC, (fiv) the filing of the Articles of Merger and the North Carolina Articles of Merger with the North Carolina Secretary pursuant to the NCBCA, the filing of the Tennessee Articles of Merger with the Tennessee Secretary pursuant to the TBCA and the filing of the Bank Merger Certificates, (v) any notice or filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), (vi) any consents, authorizations, approvals, filings or 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 Nasdaq, or which are required under consumer finance, insurance, mortgage banking and other similar laws, (vii) compliance with the applicable requirements of the Exchange Act and 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 constituting the Merger Consideration pursuant to this Agreement, and (viii) the approval of the Company Shareholder Matters by the requisite vote listing on Nasdaq of the shareholders shares of the Company, (g) the filing of the Certificates of Merger with the Secretary of State of the State of New York pursuant to the NYBCL and the Department of the Treasury of the State of New Jersey pursuant to the NJBCA, (h) approval of the listing of the Parent Common Stock to be issued in as the Merger on the NASDAQ Global Select Market, (i) such filings as shall be required to be made with any applicable state securities bureaus or commissions, and (j) such other filings, authorizations or approvals as may be set forth in Section 3.04 of the Company Disclosure ScheduleConsideration, no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental authority or instrumentality or SRO (each a “Governmental Entity”) or Regulatory Agency are necessary in connection with (1A) the execution and delivery by the Company Parent and Merger Sub of this Agreement, Agreement or (2B) the consummation by the Company Parent or any of its Subsidiaries, as applicable, of the Merger Mergers and the other transactions contemplated herebyhereby (including the Bank Merger). Except for any consents, authorizations, or approvals which are listed in Sections 3.3 or 3.4 of the Parent Disclosure Schedule, receipt of the Requisite Parent Vote and adoption and approval of the Bank Merger Agreement by Parent as the sole shareholder of Parent Bank, no consents, authorizations, or approvals of any person, other than a Governmental Entity or Regulatory Agency, are necessary in connection with (3x) the execution and delivery by the Company’s Bank Parent or Merger Sub of the Bank Merger this Agreement and or (4y) the consummation by the Company’s Bank Parent or any of its Subsidiaries, as applicable, of the Bank Merger Mergers and the other transactions contemplated therebyhereby (including the Bank Merger).

Consents and Approvals. (a) Except for (a) the filing of applications and notices, as applicable, with the Board of Governors of the Federal Reserve System (“FRB”) FRB and approval of such applications and notices, (b) the filing of applications and notices, as applicable, with the FDIC and approval of such applications and notices, (c) the filing of applications and notices, as applicable, with the OCC, New Jersey Department and approval of such applications and notices, (d) the filing of applications and notices, as applicable, with the New Jersey Department OCC and approval of such applications and notices, (e) the filing with the Securities and Exchange Commission (the “SEC”) of a joint proxy statement in definitive form relating to the meetings SEC of the Company's shareholders and Parent’s shareholders to be held in connection with this Agreement and the transactions contemplated hereby (the “Proxy Statement”) Statement and the filing of the S-4 with the SEC and the declaration of effectiveness by the SEC of effectiveness of the registration statement on Form S-4 (the “S-4”) in which the Proxy Statement will be included as a joint proxy statement and prospectus, (f) the approval of the Company Parent Shareholder Matters by the requisite vote of the shareholders of the CompanyParent, (g) the filing of the Certificates Certificate of Merger and the Amended and Restated Certificate of Incorporation with the Secretary of State of the State of New York pursuant to the NYBCL and the Department of the Treasury of the State of New Jersey pursuant to the NJBCABCA, (h) approval of the listing of the Parent Common Stock to be issued in the Merger on the NASDAQ Global Select Market, (i) such filings as shall be required to be made with any applicable state securities bureaus or commissions, (j) such consents, authorizations or approvals as shall be required under the Environmental Laws and (jk) such other filings, authorizations or approvals as may be set forth in Section 3.04 4.4 of the Company Parent Disclosure Schedule, no consents or approvals of or filings or registrations with any court, administrative agency Governmental Entity or commission with any third party (other than consents or other governmental authority approvals of third parties the absence of which will not have a Material Adverse Effect on Parent) are necessary on behalf of Parent or instrumentality (each a “Governmental Entity”) Parent’s Bank in connection with (1) the execution and delivery by the Company Parent of this Agreement, (2) the consummation by the Company Parent of the Merger and the other transactions contemplated hereby, (3) the execution and delivery by the CompanyParent’s Bank of the Bank Merger Agreement and (4) the consummation by the CompanyParent’s Bank of the Bank Merger and the other transactions contemplated thereby.

Consents and Approvals. (a) Except for (a) the filing of applications applications, filings and notices, as applicable, with the NASDAQ, (b) the filing of applications, filings and notices, as applicable, with the Board of Governors of the Federal Reserve System (the “FRBFederal Reserve Board”) under the BHC Act and approval of such applications and noticesapplications, (b) the filing of applications and notices, as applicable, with the FDIC and approval of such applications filings and notices, (c) the filing of applications applications, filings and notices, as applicable, with the OCCIdaho Department of Finance (the “Idaho Department”), and the Oregon Division of Finance and Corporate Securities (the “Oregon Division”), if applicable, the FDIC and any government sponsored entity with respect to any loan program offered by it in which Home Federal Bank participates in connection with the Bank Merger or the transfer of the Shared-Loss Agreements, and approval of such applications applications, filings and notices, (d) the filing of applications and notices, as applicable, with the New Jersey Department and approval of such applications and notices, (e) the filing with the Securities and Exchange Commission (the “SEC”) SEC of a joint proxy statement in definitive form relating to the meetings meeting of the Company's shareholders and ParentHome’s shareholders to be held in connection with this Agreement and the transactions contemplated hereby (including any amendments or supplements thereto, the “Proxy Statement”) ), and the filing with the SEC and the declaration of effectiveness by the SEC of the registration statement on Form S-4 (the “S-4”) in which the Proxy Statement will be included as a joint proxy statement prospectus, to be filed with the SEC by Cascade in connection with the transactions contemplated by this Agreement, to, among other things, register any securities issuable by Cascade in conjunction with the transactions contemplated by this Agreement with the SEC pursuant to the Securities Act (as defined in Section 3.12), and prospectusdeclaration of effectiveness of the S-4, (e) any filings or notices with the U.S. Department of Justice under the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), (f) the approval filing of the Company Shareholder Matters by Articles of Merger with the requisite vote of Maryland Department pursuant to the shareholders of MGCL and the CompanyOregon Secretary pursuant to the OBCA, (g) and the filing of the Certificates Bank Merger Certificates, and (g) such filings and approvals as are required to be made or obtained under the federal securities laws, or the securities or “Blue Sky” laws of Merger various states in connection with the Secretary issuance by Cascade of State of the State of New York any securities pursuant to the NYBCL this Agreement and the Department of the Treasury of the State of New Jersey pursuant to the NJBCA, (h) approval of the listing of the Parent shares of Cascade Common Stock to be issued in conjunction with the Merger transactions contemplated by this Agreement on the NASDAQ Global Select Market, (i) such filings as shall be required to be made with any applicable state securities bureaus or commissions, and (j) such other filings, authorizations or approvals as may be set forth in Section 3.04 of the Company Disclosure ScheduleNASDAQ, no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental authority or instrumentality or SRO (as defined in Section 3.5) (each a “Governmental Entity”) are necessary in connection with (1A) the execution and delivery by the Company Home of this Agreement, Agreement or (2B) the consummation by the Company Home of the Merger and the other transactions contemplated hereby, (3) the execution and delivery by the Company’s Bank of the Bank Merger Agreement and (4) the consummation by the Company’s Bank Home or any Home Subsidiary of the Bank Merger and the other transactions contemplated therebyhereby (including the Bank Merger). As of the date hereof, Home 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 and Bank Merger on a timely basis.

Consents and Approvals. (a) Except for (ai) the filing requisite filings with, notices to and approval of applications and notices, as applicable, with the Board of Governors of the Federal Reserve System (“FRB”the "Federal Reserve Board") under the BHCA and the Federal Reserve Act, as amended, (ii) the filing of any required applications or notices with the Federal Reserve Bank of New York, the Office of the Comptroller of the Currency, the Department of Justice, the Federal Trade Commission, the New York State Banking Department, the Department of Banking of the State of Connecticut, the Florida Department of Banking and Finance, the New Jersey Department of Banking and Insurance, the North Carolina Commissioner of Banks, the Office of Thrift Supervision, the Federal Deposit Insurance Corporation, the Pennsylvania Department of Banking, the Delaware State Banks Commissioner, the District of Columbia Office of Banking and Financial Institutions, the Cayman Islands Banking Commission, the National Association of Securities Dealers and other applicable federal, state or foreign governmental agencies or authorities as set forth in Schedule 3.4 of the UST Disclosure Schedule and approval of such applications and notices, (b) the filing of applications and notices, as applicable, with the FDIC and approval of such applications and notices, (c) the filing of applications and notices, as applicable, with the OCC, and approval of such applications and notices, (d) the filing of applications and notices, as applicable, with the New Jersey Department and approval of such applications and notices, (eiii) the filing with the Securities and Exchange Commission (the “SEC”) SEC of a joint proxy statement in definitive form relating to the meetings meeting of the CompanyUST's shareholders and Parent’s shareholders to be held in connection with this Agreement and the transactions contemplated hereby (the “"Proxy Statement”") and which shall be included in the filing with the SEC and the declaration of effectiveness by the SEC of the SCHWAB registration statement on Form S-4 (the “"S-4”") in which and any other filings required to be made with the Proxy Statement will be included SEC under the Securities Exchange Act of 1934, as a joint proxy statement and prospectusamended (the "Exchange Act"), (f) the approval of the Company Shareholder Matters by the requisite vote of the shareholders of the Company, (giv) the filing of the Certificates New York Certificate of Merger with the Secretary of State of the State of New York Department pursuant to the NYBCL NYBCL, (v) any consent, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal, state and foreign laws relating to the regulation of broker-dealers, investment advisers (including the Investment Advisers Act of 1940, as amended (the "Advisers Act")) and insurance agencies and the Department rules of the Treasury any domestic or foreign securities, broker-dealer, investment adviser and insurance industry self-regulatory organization ("SRO") with jurisdiction over UST or any of the State of New Jersey pursuant to the NJBCAits Subsidiaries, (hvi) approval the consents, approvals and notices required or contemplated under the Investment Company Act of 1940, as amended (the listing of the Parent Common Stock to be issued in the Merger on the NASDAQ Global Select Market"1940 Act"), (ivii) the UST Shareholder Approval and (viii) such filings as shall additional consents and approvals, the failure of which to make or obtain would not be required reasonably likely to be made with any applicable state securities bureaus or commissions, and (j) such other filings, authorizations or approvals as may be set forth in Section 3.04 of the Company Disclosure Schedulehave a UST Material Adverse Effect, no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental or regulatory authority or instrumentality (each a “"Governmental Entity”") or of or with any third party are necessary in connection with (1A) the execution and delivery by the Company UST of this Agreement, Agreement and the UST Option Agreement and (2B) the consummation by the Company UST of the Merger and the other transactions contemplated hereby, . UST has no reason to believe that any Requisite Regulatory Approvals (3as defined in Section 7.1(c)) the execution and delivery by the Company’s Bank of the Bank Merger Agreement and (4) the consummation by the Company’s Bank of the Bank Merger and the other transactions contemplated therebywill not be obtained.

Consents and Approvals. (a) Except for (ai) the filing of applications applications, filings and notices, as applicable, with NASDAQ, (ii) the filing of applications, filings and notices, as applicable, with the Board of Governors of the Federal Reserve System (the “FRBFederal Reserve Board”) under the BHC Act and with the Kentucky Department of Financial Institutions (“KDFI”) in connection with the Merger and approval of such applications applications, filings and notices, (biii) the filing of applications applications, filings and notices, as applicable, with the FDIC Office of the Comptroller of the Currency (the “OCC”) and approval of such applications and notices, (c) the filing of applications and notices, as applicable, KDFI in connection with the OCCBank Merger, including under the Bank Merger Act, and approval of such applications applications, filings and notices, (div) the filing of applications and noticesany required applications, as applicable, filings or notices with any state banking authorities listed on Section 3.4 of the New Jersey Department HopFed Disclosure Schedule or Section 4.4 of the First Financial Disclosure Schedule and approval of such applications applications, filings and notices, (ev) the filing with the Securities and Exchange Commission (the “SEC”) of a joint proxy statement in definitive form relating to the meetings of the Company's shareholders and ParentHopFed’s shareholders to be held in connection with this Agreement and the transactions contemplated hereby (the “Proxy Statement”) ), and the filing with the SEC and the declaration of effectiveness by the SEC of the registration statement on Form S-4 (the “S-4”including any amendments and supplements thereto) in which the Proxy Statement will be included as a joint proxy statement prospectus (“Prospectus/Proxy Statement”), to be filed with the SEC by First Financial in connection with the transactions contemplated by this Agreement (the “S-4”) and prospectusdeclaration of effectiveness of the S-4, (f) the approval of the Company Shareholder Matters by the requisite vote of the shareholders of the Company, (gvi) the filing of the Certificates of Merger and the filing of the Bank Merger Certificates, and (vii) 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 Secretary of State issuance of the State shares of New York First Financial Common Stock pursuant to the NYBCL this Agreement and the Department of the Treasury of the State of New Jersey pursuant to the NJBCA, (h) approval of the listing of the Parent such First Financial Common Stock to be issued in the Merger on the NASDAQ Global Select Market, (i) such filings as shall be required to be made with any applicable state securities bureaus or commissions, and (j) such other filings, authorizations or approvals as may be set forth in Section 3.04 of the Company Disclosure ScheduleNASDAQ, no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental authority or instrumentality or SRO (each a “Governmental Entity”) are necessary in connection with (1A) the execution and delivery by the Company HopFed of this Agreement, Agreement or (2B) the consummation by the Company HopFed of the Merger and the other transactions contemplated hereby, hereby (3) including the execution and delivery by the Company’s Bank Merger). As of the date hereof, HopFed 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 and Bank Merger Agreement and (4) the consummation by the Company’s Bank of the Bank Merger and the other transactions contemplated therebyon a timely basis.

Consents and Approvals. (a) Except for (ai) filings of applications and notices with, and receipt of consents, authorizations, approvals, exemptions or non-objections from, the Securities and Exchange Commission (the “SEC”), TSX, NYSE, state securities authorities, the Financial Industry Regulatory Authority, applicable securities, commodities and futures exchanges, and other industry self-regulatory organizations (each, an “SRO”), (ii) the filing of applications and noticesany other required applications, as applicable, filings or notices with the Board of Governors of the Federal Reserve System (the “FRBFederal Reserve”), the Office of the Superintendent of Financial Institutions (Canada) (“OSFI”), the United States Office of the Comptroller of the Currency (the “OCC”), any foreign, federal or state banking, other regulatory, self-regulatory or enforcement authorities or any courts, administrative agencies or commissions or other governmental authorities or instrumentalities (each a “Governmental Entity”) and approval of or non-objection to such applications applications, filings and noticesnotices (taken together with the items listed in clause (i), the “Regulatory Approvals”), (b) the filing of applications and notices, as applicable, with the FDIC and approval of such applications and notices, (c) the filing of applications and notices, as applicable, with the OCC, and approval of such applications and notices, (d) the filing of applications and notices, as applicable, with the New Jersey Department and approval of such applications and notices, (eiii) the filing with the Securities and Exchange Commission (the “SEC”) SEC of a joint proxy statement in definitive form relating to the meetings meeting of the Company's shareholders and Parent’s shareholders to be held in connection with this Agreement and the transactions contemplated hereby by this Agreement (the “Proxy Statement”) and the filing with the SEC and the declaration of effectiveness by the SEC of the a registration statement on Form S-4 F-4 (or such other applicable form) (the “S-4Form F-4”) in which the Proxy Statement will be included as a joint proxy statement and prospectus, (f) the approval and declaration of effectiveness of the Company Shareholder Matters by Form F-4 and the requisite vote filing and effectiveness of the shareholders of the Companyregistration statement contemplated by Section 6.1(a), (giv) the filing of the Certificates Articles of Merger with the Secretary of State of the State of New York pursuant to the NYBCL DFI and the Department Certificate of Merger with the Treasury of the State of New Jersey pursuant to the NJBCADelaware Secretary, (hv) approval any notices or filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the listing of the Parent Common Stock to be issued in the Merger on the NASDAQ Global Select Market, “HSR Act”) and (ivi) such filings and approvals as shall be are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with any applicable state securities bureaus or commissions, and (j) such other filings, authorizations or approvals as may be set forth in Section 3.04 the issuance of the Company Disclosure Scheduleshares of Purchaser Common Stock pursuant to this Agreement and approval of listing of such Purchaser Common Stock on the TSX and NYSE, no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental authority or instrumentality (each a “Governmental Entity”) Entity are necessary in connection with (1) the execution and delivery by the Company of this Agreement, (2) the consummation by the Company of the Merger and the other transactions contemplated hereby, (3) 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 Company of this Agreement and the Company’s Bank Option Agreement. As of the Bank Merger Agreement date hereof, Company is not aware of any reason why the necessary regulatory approvals and (4) the consents will not be received in order to permit consummation by the Company’s Bank of the Bank Merger and the other transactions contemplated therebyon a timely basis.

Consents and Approvals. (a) Except for (ai) the filing of applications and notices, as applicable, with the Board of Governors of the Federal Reserve System (“FRB”the "Federal Reserve Board") under the BHC Act and approval of such applications and notices, (bii) the filing of any requisite applications and notices, as applicable, with the FDIC Office of the Comptroller of the Currency (the "OCC") and the approval of such applications, (iii) the filing of any required applications or notices with any state agencies and approval of such applications and noticesnotices (the "State Approvals"), (civ) the filing of any requisite applications and notices, as applicable, with the OCC, Office of Thrift Supervision and the approval of such applications and noticesapplications, (dv) the filing of applications and notices, as applicable, with the New Jersey Department and approval of such applications and noticesthe listing of the Parent Capital Stock to be issued in the Merger on the NYSE, (evi) the filing with the Securities and Exchange Commission (the “"SEC”") of a joint proxy statement in definitive form relating to the meetings of the Parent's and Subject Company's shareholders and Parent’s shareholders stockholders to be held in connection with this Agreement and the transactions contemplated hereby (the “"Joint Proxy Statement”") and the filing with the SEC and the declaration of effectiveness by the SEC of the registration statement on Form S-4 S- 4 (the “"S-4”") in which the Joint Proxy Statement will be included as a joint proxy statement and prospectus, (fvii) the approval filing of the Company Shareholder Matters Certificate of Merger with the Delaware Secretary pursuant to the DGCL, (viii) 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 Capital Stock 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 by the requisite vote of the shareholders stockholders of the Company, (g) the filing of the Certificates of Merger with the Secretary of State of the State of New York pursuant to the NYBCL Subject Company and the Department of the Treasury of the State of New Jersey pursuant to the NJBCA, (h) approval of the listing Parent Vote Matters (as defined below) by the requisite votes of the Parent Common Stock to be issued in the Merger on the NASDAQ Global Select Marketstockholders of Parent, (ix) such filings as shall be required to be made with any applicable state securities bureaus or commissions, the consents and (j) such other filings, authorizations or approvals as may be set forth in Section 3.04 3.4 of the Subject Company Disclosure Schedule, and (xi) the consents and approvals of third parties which are not Governmental Entities (as defined below), the failure of which to obtain will not have and would not be reasonably expected to have a Material Adverse Effect, no consents or approvals of of, or filings or registrations with with, any court, administrative agency or commission or other governmental authority or instrumentality (each a “"Governmental Entity”") or with any third party are necessary in connection with (1A) the execution and delivery by the Subject Company of this Agreement, the Subject Company Documents and (2B) the consummation by the Subject Company of the Merger and the other transactions contemplated hereby, (3) the execution hereby and delivery by the Company’s Bank of the Bank Merger Agreement and (4) the consummation by the Company’s Bank of the Bank Merger and the other transactions contemplated thereby.

Consents and Approvals. (a) Except for (ai) the filing of applications and notices, as applicable, with the Board of Governors of the Federal Reserve System (the “FRBFederal Reserve Board”) under the BHC Act and approval of such applications and notices, (bii) the filing of applications and noticesany required applications, as applicable, filings or notices with the FDIC United Kingdom Financial Services Authority (the “FSA”), the Canadian Office of the Superintendent of Financial Institutions (the “OSFI”) and any other foreign, 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 applications, filings and noticesnotices (the “Other Regulatory Approvals”), (c) the filing of applications and notices, as applicable, with the OCC, and approval of such applications and notices, (d) the filing of applications and notices, as applicable, with the New Jersey Department and approval of such applications and notices, (eiii) the filing with the Securities and Exchange Commission (the “SEC”) of a joint proxy statement Proxy Statement in definitive form relating to the meetings meeting of the Company's shareholders and ParentMBNA’s shareholders stockholders to be held in connection with this Agreement and the transactions contemplated hereby by this Agreement (the “Proxy Statement”) and the filing with the SEC and the declaration of effectiveness by the SEC of the a registration statement on Form S-4 (the “Form S-4”) in which the Proxy Statement will be included as a joint proxy statement and prospectus, (f) the approval and declaration of effectiveness of the Company Shareholder Matters by Form S-4 and the requisite vote filing and effectiveness of the shareholders of the Companyregistration statement contemplated by Section 1.5(e), (giv) the filing of the Certificates Certificate of Merger with the Secretary of State of the State of New York Delaware pursuant to the NYBCL DGCL and the filing of the Articles of Merger with the Maryland State Department of the Treasury of the State of New Jersey Assessments and Taxation pursuant to the NJBCAMGCL, (hv) approval any notices to or filings with the Small Business Administration (the “SBA”), (vi) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the rules and regulations of any applicable industry self-regulatory organization (“SRO”), and the rules of the listing of the Parent Common Stock to be issued in the Merger on the NASDAQ Global Select MarketNYSE, or that are required under consumer finance, mortgage banking and other similar laws, and (ivii) such filings and approvals as shall be are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with any applicable state securities bureaus or commissions, and (j) such other filings, authorizations or approvals as may be set forth in Section 3.04 the issuance of the Company Disclosure Scheduleshares of Bank of America Common Stock pursuant to this Agreement and approval of listing of such Bank of America Common Stock on the NYSE, no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental authority or instrumentality (each a “Governmental Entity”) Entity are necessary in connection with (1) the execution and delivery by the Company of this Agreement, (2) the consummation by the Company MBNA of the Merger and the other transactions contemplated hereby, (3) by this Agreement or the Stock Option Agreement. No consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with the execution and delivery by MBNA of this Agreement or the Company’s Bank of the Bank Merger Agreement and (4) the consummation by the Company’s Bank of the Bank Merger and the other transactions contemplated therebyStock Option Agreement.

Consents and Approvals. (a) Except for (ai) the filing of applications and notices, as applicable, as to the Merger with the Board of Governors of OTS under the Federal Reserve System (“FRB”) HOLA and the Bank Merger Act and approval of such applications and notices, (bii) the obtaining of a waiver from the Federal Reserve Board ("FRB") pursuant to the exception provided in 12 CFR Part 225.12(d), (iii) the filing of applications and notices, as applicable, notices with the FDIC Banking Commissioner of the State of Connecticut (the "Connecticut Commissioner") and approval of such applications and noticesnotices as to the Merger (the "State Banking Approvals"), (c) the filing of applications and notices, as applicable, with the OCC, and approval of such applications and notices, (d) the filing of applications and notices, as applicable, with the New Jersey Department and approval of such applications and notices, (eiv) the filing with the Securities and Exchange Commission (the “SEC”) SEC of a joint proxy statement in definitive form relating to the meetings of the Company's shareholders and Parent’s shareholders to be held in connection with this Agreement and the transactions contemplated hereby (the “Proxy Statement”) and the filing with the SEC and the declaration of effectiveness by the SEC of the registration statement on Form S-4 S-4, which will include the proxy statement/prospectus to be used in soliciting the approval of Nutmeg's shareholders at the Special Meeting (the “S-4”"Proxy Statement"), to register the shares of NewMil Common Stock to be issued in connection with the Merger (including the shares of NewMil Common Stock that may be issued upon the exercise of the options referred to in Section 1.6 hereof) in which (the Proxy Statement will be included as a joint proxy statement and prospectus"Registration Statement"), (fv) the approval of the Company Shareholder Matters this Agreement by the requisite vote of the shareholders of the CompanyNutmeg, (gvi) the filing of the Certificates of Merger filings with the OTS and the Connecticut Secretary of State of required in connection with the State of New York pursuant to the NYBCL and the Department of the Treasury of the State of New Jersey pursuant to the NJBCABank Merger Agreement, (h) approval of the listing of the Parent Common Stock to be issued in the Merger on the NASDAQ Global Select Market, (ivii) such filings filings, authorizations and approvals as shall be are required to be made or obtained under the securities or "Blue Sky" laws of various states or with any applicable state securities bureaus The NASDAQ Stock Market, Inc. (or commissionssuch other exchange as may be applicable) in connection with the issuance of the shares of NewMil Common Stock pursuant to this Agreement, and (jviii) such other notices, filings, authorizations authorizations, approvals or approvals as may be consents that are set forth in Section 3.04 3.4(a) of the Company Nutmeg Disclosure Schedule, no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental authority or instrumentality (each a “"Governmental Entity”") or with any third party are necessary in connection with (1) the execution and delivery by the Company Nutmeg of this Agreement, the Bank Merger Agreement and the Option Agreement, and (2) the consummation by the Company Nutmeg of the Merger Merger, the Option Agreement and the other transactions contemplated herebyhereby and thereby, except, in each case, for such consents, approvals or filings, the failure of which to obtain will not have a Material Adverse Effect (3as defined in Section 9.13 hereof) on the execution and delivery by ability of NewMil to consummate the Company’s Bank transactions contemplated hereby or thereby. (b) Nutmeg hereby represents to NewMil that it has no knowledge of any reason why approval or effectiveness of any of the Bank Merger Agreement and (4applications, notices or filings referred to in Section 3.4(a) the consummation by the Company’s Bank of the Bank Merger and the other transactions contemplated therebyhereof cannot be obtained or granted on a timely basis.

Consents and Approvals. (a) Except for (a) the filing of applications applications, filings and notices, as applicable, with NASDAQ, (b) the filing of applications, filings and notices, as applicable, with the Board of Governors of the Federal Reserve System (“FRB”) Board and approval of such applications and noticesapplications, (b) the filing of applications and notices, as applicable, with the FDIC and approval of such applications filings and notices, (c) the filing of applications applications, filings and notices, as applicable, with the Office of the Comptroller of the Currency (the “OCC”), and approval of such applications applications, filings and notices, (d) the filing of applications applications, filings and notices, as applicable, with the Department of Banking and Insurance of the State of New Jersey and where appropriate, with the Commissioner of the Department of Banking and Insurance of the State of New Jersey (collectively, the “NJ Department”) in connection with the Bank Merger, and approval of such applications applications, filings and notices, (e) the filing with the Securities and Exchange Commission (the “SEC”) of (i) any filings that are necessary under applicable requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including the filing of a joint proxy statement in definitive form relating to the meetings of the Company's shareholders ’s and Parent’s shareholders to be held in connection with this Agreement and the transactions contemplated hereby (including any amendments or supplements thereto, the “Joint Proxy Statement”), and (ii) and the filing with the SEC and the declaration of effectiveness by the SEC of the registration statement on Form S-4 (the “S-4”) in which the Joint Proxy Statement will be included as a joint proxy statement prospectus, to be filed with the SEC by Parent in connection with the transactions contemplated by this Agreement (the “S-4”) and prospectusdeclaration of effectiveness of the S-4, (f) the approval filing of the Company Shareholder Matters by Articles of Merger with the requisite vote of SDAT pursuant to the shareholders of the CompanyMGCL, (g) the filing of the Second-Step Merger Certificates of Merger with the Delaware Secretary of State and the SDAT in accordance with the DGCL and the MGCL, respectively, (i) the filing of the State of New York pursuant to the NYBCL Bank Merger Certificate and the Department of the Treasury of the State of New Jersey pursuant to the NJBCA, (h) 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 shares of Parent Common Stock pursuant to this Agreement and the approval of the listing of the such Parent Common Stock to be issued in the Merger on the NASDAQ Global Select Market, (i) such filings as shall be required to be made with any applicable state securities bureaus or commissions, and (j) such other filings, authorizations or approvals as may be set forth in Section 3.04 of the Company Disclosure ScheduleNASDAQ, no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental authority or instrumentality or SRO (each a “Governmental Entity”) are necessary in connection with (1A) the execution and delivery by the Company of this Agreement, Agreement or (2B) the consummation by the Company of the Merger Integrated Mergers and the other transactions contemplated hereby, hereby (3) the execution and delivery by the Company’s Bank of including the Bank Merger Agreement and (4) the consummation by the Company’s Bank of the Bank Merger and the other transactions contemplated therebyMerger).

Consents and Approvals. (a) Except for (a) the filing of applications and notices, as applicable, with the Federal Reserve Board of Governors under the BHC Act and the Office of the Federal Reserve System (“FRB”) Comptroller of the Currency under the Bank Merger Act, and approval of such applications and notices, (b) the filing of applications and notices, as applicable, with the FDIC SEC of the Proxy Statement and approval the filing and declaration of such applications and noticeseffectiveness of the S-4, (c) the filing of applications and notices, as applicable, with the OCC, and approval of such applications the Merger and noticesthis Agreement by the requisite vote of the stockholders of Buyer, (d) the filing of applications and notices, as applicable, the Articles of Merger with the New Jersey Department and approval of such applications and noticespursuant to the MGCL, (e) the filing with the Securities such filings and Exchange Commission (the “SEC”) of a joint proxy statement in definitive form relating to the meetings of the Company's shareholders and Parent’s shareholders approvals as are required to be held made or obtained under the securities or "Blue Sky" laws of various states in connection with this Agreement and the transactions contemplated hereby (the “Proxy Statement”) and the filing with the SEC and the declaration of effectiveness by the SEC issuance of the registration statement on Form S-4 (the “S-4”) in which the Proxy Statement will be included as a joint proxy statement and prospectusshares of Buyer Common Stock pursuant to this Agreement, (f) filings required by the Bank Merger Agreement, (g) the approval of the Company Shareholder Matters Bank Merger Agreement by the requisite vote stockholder of the shareholders of the Company, (g) the filing of the Certificates of Merger with the Secretary of State of the State of New York pursuant to the NYBCL and the Department of the Treasury of the State of New Jersey pursuant to the NJBCABuyer Bank, (h) approval authorization for quotation of the listing of the Parent Buyer Common Stock to be issued in the Merger on the NASDAQ Global Select MarketNasdaq/NMS, (i) such approval of the transactions contemplated by this Agreement and the Bank Merger Agreement by the Maryland Commissioner of Financial Regulation and/or filings as shall be required in connection therewith pursuant to be made with any applicable state securities bureaus or commissionsthe Financial Institutions Article of the Annotated Code of Maryland, and (j) filings with the State Insurance Commissioner and (k) such other filings, authorizations or approvals as may be set forth in Section 3.04 5.4 of the Company Buyer Disclosure Schedule, no consents or approvals of or filings or registrations with any court, administrative agency Governmental Entity or commission or other governmental authority or instrumentality (each a “Governmental Entity”) with any third party are necessary in connection with (1) the execution and delivery by the Company Buyer of this Agreement, (2) the consummation by the Company Buyer of the Merger and the other transactions contemplated hereby, (3) the execution and delivery by the Company’s Buyer Bank of the Bank Merger Agreement Agreement, and (4) the consummation by the Company’s of Buyer Bank of the transactions contemplated by the Bank Merger and the other transactions contemplated therebyAgreement.

Consents and Approvals. (a) Except for (a) the filing of applications any required applications, filings and notices, as applicable, with the NYSE, (b) the filing of any required applications, filings and notices, as applicable, with the Board of Governors of the Federal Reserve System (the “FRBFederal Reserve Board”) under the BHC Act and approval of such applications and noticesapplications, (b) the filing of applications and notices, as applicable, with the FDIC and approval of such applications filings and notices, (c) the filing of applications any required applications, filings and notices, as applicable, with the Office of the Comptroller of the Currency (the “OCC”) in connection with the Bank Merger, and approval of such applications applications, filings and notices, (d) the filing of applications and noticesany required applications, as applicable, filings or notices with any state banking or insurance authorities listed on Section 3.4 of the New Jersey Department Sterling Disclosure Schedule or Section 4.4 of the Xxxxxxx Disclosure Schedule and approval of such applications applications, filings and notices, (e) the filing with the Securities and Exchange Commission (the “SEC”) of a joint proxy statement in definitive form relating to the meetings of the Company's shareholders Sterling’s and Parent’s shareholders Xxxxxxx’x stockholders to be held in connection with this Agreement and the transactions contemplated hereby (including any amendments or supplements thereto, the “Joint Proxy Statement”) ), and the filing with the SEC and the declaration of effectiveness by the SEC of the registration statement on Form S-4 (the “S-4”) in which the Joint Proxy Statement will be included as a joint proxy statement prospectus, to be filed with the SEC by Xxxxxxx in connection with the transactions contemplated by this Agreement (the “S-4”) and prospectusthe declaration of effectiveness of the S-4, (f) the approval filing of the Company Shareholder Matters by Xxxxxxx Certificate Amendment, the requisite vote Certificate of Merger and the shareholders Certificate of Designations for the Company, (g) New Xxxxxxx Preferred Stock with the Delaware Secretary pursuant to the DGCL and the filing of the Bank Merger Certificates and (g) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of Merger various states in connection with the Secretary of State issuance of the State shares of Xxxxxxx Common Stock and New York Xxxxxxx Preferred Stock (or depositary shares in respect thereof) pursuant to the NYBCL this Agreement and the Department of the Treasury of the State of New Jersey pursuant to the NJBCA, (h) approval of the listing of the Parent such Xxxxxxx Common Stock to be issued and New Xxxxxxx Preferred Stock (or depositary shares in the Merger respect thereof) on the NASDAQ Global Select Market, (i) such filings as shall be required to be made with any applicable state securities bureaus or commissions, and (j) such other filings, authorizations or approvals as may be set forth in Section 3.04 of the Company Disclosure ScheduleNYSE, no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental authority or instrumentality or SRO (each a “Governmental Entity”) are necessary in connection with (1i) the execution and delivery by the Company Sterling of this Agreement, Agreement or (2ii) the consummation by the Company Sterling of the Merger and the other transactions contemplated hereby, hereby (3) including the execution and delivery by the Company’s Bank Merger). As of the date hereof, Sterling 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 and Bank Merger Agreement and (4) the consummation by the Company’s Bank of the Bank Merger and the other transactions contemplated therebyon a timely basis.

Consents and Approvals. (a) Except for (ai) filings of applications and notices with, and receipt of consents, authorizations, approvals, exemptions or non-objections from, the Securities and Exchange Commission (the “SEC”), The NASDAQ Stock Market, state securities authorities, applicable securities, commodities and futures exchanges, and other industry self-regulatory organizations (each, an “SRO”), (ii) the filing of applications and noticesany other required applications, as applicable, filings or notices with the Board of Governors of the Federal Reserve System (the “FRBFederal Reserve”), the United States Office of the Comptroller of the Currency (the “OCC”), any foreign, federal or state banking, other regulatory, self-regulatory or enforcement authorities or any courts, administrative agencies or commissions or other governmental authorities or instrumentalities (each of the bodies set forth in clauses (i) and (ii), a “Governmental Entity”) and approval of or non-objection to such applications applications, filings and noticesnotices (taken together with the items listed in clause (i), the “Regulatory Approvals”), (b) the filing of applications and notices, as applicable, with the FDIC and approval of such applications and notices, (c) the filing of applications and notices, as applicable, with the OCC, and approval of such applications and notices, (d) the filing of applications and notices, as applicable, with the New Jersey Department and approval of such applications and notices, (eiii) the filing with the Securities and Exchange Commission (the “SEC”) SEC of a joint proxy statement in definitive form relating to the meetings of the Company's shareholders and Parent’s shareholders to be held in connection with this Agreement and the transactions contemplated hereby Shareholders’ Meeting (the “Proxy Statement”) and the filing with the SEC and the declaration of effectiveness by the SEC of the a registration statement on Form S-4 (or such other applicable form) (the “Form S-4”) in which the Proxy Statement will be included as a joint proxy statement and prospectus, (f) the approval and declaration of effectiveness of the Company Shareholder Matters by the requisite vote of the shareholders of the CompanyForm S-4, (giv) the filing of the Certificates Articles of Merger with the Secretary Maryland State Department of State of the State of New York pursuant to the NYBCL Assessments and Taxation and the Department Certificate of Merger with the Treasury of the State of New Jersey pursuant to the NJBCADelaware Secretary, (hv) approval any notices or filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the listing of the Parent Common Stock to be issued in the Merger on the NASDAQ Global Select Market, “HSR Act”) and (ivi) such filings and approvals as shall be are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with any applicable state securities bureaus or commissions, and (j) such other filings, authorizations or approvals as may be set forth in Section 3.04 the issuance of the Company Disclosure Scheduleshares of Purchaser Common Stock pursuant to this Agreement and approval of listing of such Purchaser Common Stock on the Nasdaq, no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental authority or instrumentality (each a “Governmental Entity”) Entity are necessary in connection with (1) the execution and delivery by the Company of this Agreement, (2) the consummation by the Company of the Merger and the other transactions contemplated herebyMerger, (3) the execution and delivery by the Company’s Bank of the Bank Merger Agreement and (4) the consummation by Advantage Bank, an Ohio bank regulated by the Company’s Bank State of Ohio Department of Commerce, Division of Financial Institutions (“Company Bank”), of the Bank Merger and the other transactions contemplated therebyby 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 Company of this Agreement.

Consents and Approvals. (a) Except for (a) the filing of applications and notices, as applicable, with the Board of Governors of the Federal Reserve System (“FRB”the "Federal Reserve Board"), the FDIC, the Federal Trade Commission (the "FTC") and the Department of Justice ("DoJ"), and approval of such applications and notices, (b) the filing of applications such applications, filings, authorizations, orders and notices, approvals as applicable, with the FDIC and approval of such applications and noticesmay be required under applicable state law, (c) the filing of applications and notices, as applicable, with the OCCwith, and approval declaration of such applications and noticeseffectiveness by, (d) the filing of applications and notices, as applicable, with the New Jersey Department and approval of such applications and notices, (e) the filing with the United States Securities and Exchange Commission (the “"SEC”") of a joint registration statement on Form S-4 (such registration statement and any post-effective amendment thereto relating to this transaction, or any other registration statement on Form S-4 used in connection with the Merger, the "S-4") in which will be included as a prospectus a definitive proxy statement in definitive form relating to the meetings meeting of the Company's shareholders and Parent’s shareholders of ASB Bancorp to be held in connection with this Agreement and the transactions contemplated hereby herein (the “"Proxy Statement”) and the filing with the SEC and the declaration of effectiveness by the SEC of the registration statement on Form S-4 (the “S-4”) in which the Proxy Statement will be included as a joint proxy statement and prospectus"), (fd) the approval of the Company Shareholder Matters this Agreement by the requisite vote of the shareholders of the CompanyASB Bancorp, (ge) the filing of the Certificates Articles of Merger with with, as applicable, the Secretary of State of Mississippi Secretary, the State of New York pursuant to Arkansas Secretary, the NYBCL Mississippi Department and the Arkansas Department of the Treasury of the State of New Jersey pursuant to the NJBCA, and (hf) approval of the for listing of the Parent BancorpSouth Common Stock to be issued in the Merger on the NASDAQ Global Select Market, (i) such filings as shall be required to be made with any applicable state securities bureaus or commissions, and (j) such other filings, authorizations or approvals as may be set forth in Section 3.04 of the Company Disclosure ScheduleNYSE, no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental authority or instrumentality (each a “"Governmental Entity”") or with any third party are necessary in connection with (1i) the execution and delivery by the Company ASB Bancorp of this Agreement, Agreement and (2ii) the consummation by the Company ASB Bancorp and its Subsidiaries of the Merger and the other transactions contemplated hereby, (3) the execution and delivery by the Company’s Bank of the Bank Merger Agreement and (4) the consummation by the Company’s Bank of the Bank Merger and the other transactions contemplated thereby.

Consents and Approvals. (a) Except for (ai) the effectiveness of a registration statement on Form S-4 to register the shares of S1 Common Stock to be issued in connection with the Merger (including the shares of S1 Common Stock that may be issued upon the exercise of the options referred to in Section 1.6 hereof), and the filing of applications and notices, as applicable, with the Board of Governors of joint proxy statement/prospectus to be used in soliciting the Federal Reserve System (“FRB”) and approval of such applications Edify's and notices, (b) the filing of applications and notices, as applicable, with the FDIC and approval of such applications and notices, (c) the filing of applications and notices, as applicable, with the OCC, and approval of such applications and notices, (d) the filing of applications and notices, as applicable, with the New Jersey Department and approval of such applications and notices, (e) the filing with the Securities and Exchange Commission (the “SEC”) of S1's stockholders at a joint proxy statement in definitive form relating to the meetings of the Company's shareholders and Parent’s shareholders special meeting to be held in connection with this Agreement and the transactions contemplated hereby (the “"Proxy Statement”) and the filing with the SEC and the declaration of effectiveness by the SEC of the registration statement on Form S-4 (the “S-4”) in which the Proxy Statement will be included as a joint proxy statement and prospectus/Prospectus"), (fii) the approval of the Company Shareholder Matters this Agreement by the requisite vote of the shareholders stockholders of the CompanyEdify, (giii) the filing of the Certificates Certificate of Merger with the Secretary of State of the State of New York Delaware pursuant to the NYBCL DGCL, (iv) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal, foreign and state securities (or related) laws and, if applicable, the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act"), and the Department securities or antitrust laws of the Treasury of the State of New Jersey pursuant to the NJBCA, (h) approval of the listing of the Parent Common Stock to be issued in the Merger on the NASDAQ Global Select Market, (i) such filings as shall be required to be made with any applicable state securities bureaus or commissionsforeign country, and (jv) such other filings, authorizations or approvals as may be set forth in Section 3.04 3.4 of the Company Edify Disclosure Schedule, no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental authority or instrumentality (each a “"Governmental Entity”) "), or with any third party are necessary in connection with (1) the execution and delivery by the Company Edify of this Agreement and the Option Agreement, (2) the consummation by the Company Edify of the Merger and the other transactions contemplated hereby, and (3) the execution and delivery consummation by the Company’s Bank Edify of the Bank Merger Option Agreement and (4) the consummation by the Company’s Bank of the Bank Merger and the other transactions contemplated thereby, except, in each case, for such consents, approvals or filings, the failure of which to obtain will not have (x) a material adverse effect on the ability of S1 to consummate the transactions contemplated hereby or (y) a Material Adverse Effect on Edify, S1 or the Surviving Corporation following the Effective Time. (b) Except as set forth in Section 3.4(b) of the Edify Disclosure Schedule, Edify hereby represents to S1 that it has no knowledge of any reason why approval or effectiveness of any of the applications, notices or filings referred to in Section 3.4(a) cannot be obtained or granted on a timely basis.

Consents and Approvals. (a) Except for (a) the filing of applications and notices, as applicable, with the Board of Governors of the Federal Reserve System (the “FRBFederal Reserve Board”) under the Bank Merger Act and the BHC Act and approval of such applications and notices, (b) the filing of applications and notices, as applicable, with the FDIC and approval of such applications and noticesCompany Stockholder Approval, (c) the filing of applications and notices, as applicable, a notice with the OCC, and approval of such applications and noticesOTS pursuant to 12 C.F.R. § 563.22(h)(1), (d) the filing receipt of applications and notices, as applicable, with the approval of the Director of the New Jersey Department and approval of such applications and noticesMexico Financial Institutions Division to convert the Bank from a federal savings association to a New Mexico state bank, (e) the filing and approval of applications with the Securities and Exchange Commission (the “SEC”) of a joint proxy statement in definitive form relating to the meetings Director of the Company's shareholders and Parent’s shareholders to be held in connection with this Agreement and New Mexico Financial Institutions Division to, among other things, merge the transactions contemplated hereby (Bank into the “Proxy Statement”) and the filing with the SEC and the declaration of effectiveness by the SEC Buyer Bank immediately upon conversion of the registration statement on Form S-4 (the “S-4”) in which the Proxy Statement will be included as Bank to a joint proxy statement and prospectusNew Mexico state bank, (f) the approval filing of Articles of Merger with the Public Regulation Commission of the Company Shareholder Matters by State of New Mexico pursuant to the requisite vote of the shareholders of the Company, (g) NMBCA and the filing of the Certificates Certificate of Merger with the Secretary of State of the State of New York Delaware pursuant to the NYBCL and the Department of the Treasury of the State of New Jersey pursuant to the NJBCADGCL, (hg) approval the authorization to list shares of the listing of the Parent Buyer Common Stock to be issued in the Merger on the NASDAQ Global Select MarketNASDAQ, (h) the filing of this Agreement and the Bank Merger Agreement together with copies of the resolutions approving this Agreement and the Bank Merger Agreement, a certificate of the appropriate officers of the Company that shareholders voted to approve this Agreement and a certificate evidencing approval of the Subsidiary Merger by the sole shareholder of the Bank with the Director of Financial Institutions Division pursuant to the NMBA and the Public Regulation Commission of the State of New Mexico, (i) such filings as shall be required the filing with the SEC of a proxy statement in definitive form relating to the meeting of the stockholders of the Company (the “Proxy Statement/Prospectus”) and the filing and declaration of effectiveness of the registration statement on Form S-4 covering all of the shares of Buyer Common Stock to be made with issued in the Merger in which the Proxy Statement/Prospectus will be included as a prospectus (“S-4”) and any filings or approvals under applicable state securities bureaus or commissionslaws, and (j) such other filings, authorizations or approvals as may be set forth in Section 3.04 3.4 of the Company Disclosure Schedule, and (k) consents, approvals, filings or registrations the failure of which to be obtained or made will not have and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental authority or instrumentality (each a “Governmental Entity”) or with any third party are necessary in connection with (1i) the execution and delivery by the Company or the Bank of this Agreement, Agreement or (2ii) the consummation by the Company or the Bank of the Merger and the other transactions contemplated hereby, (3) the execution and delivery by the Company’s Bank of the Bank Merger Agreement and (4) the consummation by the Company’s Bank of the Bank Merger and the other transactions contemplated thereby.

Consents and Approvals. (a) Except for (ai) the filing approvals of applications (A) the Merger by the OTS under HOLA, (B) the Savings Bank Merger by the FDIC under the Bank Merger Act and notices, as applicable, with by the Board Superintendent under the New York banking law and (C) the payment of Governors a dividend from Independence Bank to ICBC in an amount sufficient to pay the aggregate cash consideration and related payments by the Superintendent under Section 112 of the Federal Reserve System New York banking law and by the OTS under 12 C.F.R. Section 563.143, (“FRB”ii) and approval of such applications and noticesthe listing of the ICBC Common Stock to be issued in the Merger on the Nasdaq National Market System, (b) the filing of applications and notices, as applicable, with the FDIC and approval of such applications and notices, (c) the filing of applications and notices, as applicable, with the OCC, and approval of such applications and notices, (d) the filing of applications and notices, as applicable, with the New Jersey Department and approval of such applications and notices, (eiii) the filing with the Securities and Exchange Commission (the “SEC”) of a joint proxy statement in definitive form relating to the meetings SEC of the Company's shareholders and Parent’s shareholders to be held in connection with this Agreement and the transactions contemplated hereby (the “Joint Proxy Statement”) /Prospectus and the filing with the SEC and the declaration of effectiveness by the SEC of the registration statement on Form S-4 (the “S-4”) in which the Proxy Statement will be included as a joint proxy statement and prospectus, (f) the approval of the Company Shareholder Matters by the requisite vote of the shareholders of the Company, (giv) the filing of the Certificates Certificate of Merger with the Secretary of State of the State of New York Delaware pursuant to the NYBCL and the Department of the Treasury of the State of New Jersey pursuant to the NJBCADGCL, (hv) approval the adoption of this Agreement by the listing of Required SIB Vote and by the Parent Common Stock to be issued in the Merger on the NASDAQ Global Select MarketRequired ICBC Vote, (ivi) such filings as shall be required to be made with any applicable state securities bureaus or commissions, the consents and (j) such other filings, authorizations or approvals as may be set forth in Section 3.04 5.4 of the Company ICBC Disclosure Schedule, (vii) any notices or filings under the HSR Act and (viii) the consents and approvals of third parties which are not Governmental Entities, the failure of which to be obtained will not have and would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect on ICBC, no consents or approvals of of, or filings or registrations with with, any court, administrative agency Governmental Entity or commission or other governmental authority or instrumentality (each a “Governmental Entity”) any third party are necessary in connection with (1A) the execution and delivery by the Company ICBC of this Agreement, Agreement and (2B) the consummation by the Company ICBC of the Merger and the other transactions contemplated hereby, (3) the execution and delivery by the Company’s Bank of the Bank Merger Agreement and (4) the consummation by the Company’s Bank of the Bank Merger and the other transactions contemplated thereby.