Common use of Consents and Approvals Clause in Contracts

Consents and Approvals. Except for (i) the filing of applications and notices, as applicable, with the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) under the BHC Act and approval of such applications and notices, (ii) the filing of any required applications, filings or notices with any foreign, federal or state banking, insurance or other regulatory authorities and approval of such applications, filings and notices listed in Section 5.4 of the Company Disclosure Schedule (the “Other Regulatory Approvals”), (iii) the filing with the Securities and Exchange Commission (the “SEC”) of the proxy statement (the “Proxy Statement”) in definitive form relating to the special meeting of the Company’s stockholders to be held in connection with this Agreement and the Transaction and the other transactions contemplated hereby and the filing and declaration of effectiveness of the registration statement of Parent on Form F-4 (the “F-4”) in which the Proxy Statement will be included as a prospectus of Parent, (iv) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL and the filing of articles of merger and articles of share exchange and other appropriate merger and share exchange documents required by the laws of the Commonwealth of Virginia and the state of Texas, (v) 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 applicable provisions of federal and state securities laws relating to the regulation 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 applicable industry self-regulatory organization (“SRO”) or the rules of the NASD, or that are required under consumer finance, mortgage banking and other similar laws, (vii) the Company Stockholder Approval, (viii) any notices or filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) or applicable foreign antitrust, competition or similar laws, and (ix) 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 Ordinary Shares and Parent ADSs pursuant to this Agreement and approval of listing of such Parent Ordinary Shares and Parent ADSs on the New York Stock Exchange (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”) are necessary in connection with the consummation by the Company 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 of this Agreement.

Consents and Approvals. Except for (i) the filing of applications and notices, as applicable, with the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) under the BHC Act and approval of such applications and notices, (iia) the filing of any required applications, filings or notices and notices, as applicable, with Nasdaq, (b) the filing of any foreignrequired applications, federal or state bankingfilings and notices, insurance or other regulatory authorities as applicable, with the FRB under the BHC Act and the CIBC Act, and approval of such applications, filings and notices listed in Section 5.4 of the Company Disclosure Schedule (the “Other Regulatory Approvals”)notices, (iiic) the filing of any required applications, filings and notices, as applicable, with the OCC, and approval of such applications, filings and notices, (d) the filing with the Securities and Exchange Commission (the “SEC”) SEC of the proxy statement (the “Registration Statement and Proxy Statement”) in definitive form relating to the special meeting of the Company’s stockholders to be held in connection with this Agreement /Prospectus, and the Transaction and the other transactions contemplated hereby and the filing and declaration of effectiveness of the registration statement of Parent on Form F-4 (the “F-4”) in which the Proxy Statement will be included as a prospectus of ParentRegistration Statement, (ive) the filing of the Certificate Agreement of Merger with the Secretary of State of the State of Delaware California pursuant to the DGCL CGCL and the filing of articles the Bank Merger Agreement with the Secretary of merger and articles of share exchange and other appropriate merger and share exchange documents required by the laws State of the Commonwealth State of Virginia California and the state of Texas, (v) 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 applicable provisions of federal and state securities laws relating DFPI pursuant to the regulation of broker-dealers, investment companies, investment advisers or transfer agents CGCL 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 applicable industry self-regulatory organization (“SRO”) or the rules of the NASD, or that are required under consumer finance, mortgage banking and other similar laws, (vii) the Company Stockholder Approval, (viii) any notices or filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) or applicable foreign antitrust, competition or similar lawsCFC, and (ixf) 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 Ordinary Shares and Parent ADSs shares of SCB Common Stock pursuant to this Agreement and the approval of the listing of such Parent Ordinary Shares and Parent ADSs SCB Common Stock on the New York Stock Exchange (the “NYSE”)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”) are necessary in connection with the consummation by the Company 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 (i) the execution and delivery by the Company CBC of this AgreementAgreement or (ii) the consummation by CBC of the Merger and the other transactions contemplated hereby (including the Bank Merger). As of the date hereof, CBC has no knowledge 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. Except for (ia) the filing of applications any required applications, filings and notices, as applicable, with the New York Stock Exchange, (b) the filing of any required applications, filings and notices, as applicable, with the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) under the BHC Act and approval of such applications applications, filings and notices, (iic) the filing of any required applications, filings and notices, as applicable, with the Office of the Comptroller of the Currency (the “OCC”), and approval of such applications, filings and notices, (d) the filing of any required applications, filings or notices with the Financial Industry Regulatory Authority (“FINRA”) and approval of such applications, filings and notices, (e) the filing of any required applications, filings or notices with any foreign, federal state banking authorities listed on Section 3.4 of the Discover Disclosure Schedule or state banking, insurance or other regulatory authorities Section 4.4 of the Capital One Disclosure Schedule and approval of such applications, filings and notices listed in Section 5.4 of the Company Disclosure Schedule (the “Other Regulatory Approvals”)notices, (iiif) the filing by Discover with the Securities and Exchange Commission (the “SEC”) of the a joint proxy statement in definitive form (including any amendments or supplements thereto, the “Joint Proxy Statement”) in definitive form relating to the special meeting of the Company’s stockholders to be held in connection with this Agreement ), and the Transaction and the other transactions contemplated hereby and the filing and declaration of effectiveness of the registration statement of Parent on Form F-4 (the “F-4”) S-4 in which the Joint Proxy Statement will be included as a prospectus prospectus, to be filed with the SEC by Capital One in connection with the transactions contemplated by this Agreement (the “S-4”) and the declaration of Parenteffectiveness of the S-4, (ivg) the filing of the Certificate Certificates of Merger with the Delaware Secretary of State of the State of Delaware pursuant to the DGCL DGCL, the filing of the Bank Merger Certificates with the applicable Governmental Entities as required by applicable law, and the filing of articles the respective Certificates of merger and articles of share exchange and other appropriate merger and share exchange documents required by Designation for the laws of the Commonwealth of Virginia and the state of Texas, (v) any notices to or filings New Capital One Preferred Stock with the Small Business Administration (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 regulation 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 applicable industry self-regulatory organization (“SRO”) or the rules of the NASD, or that are required under consumer finance, mortgage banking and other similar laws, (vii) the Company Stockholder Approval, (viii) any notices or filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) or applicable foreign antitrust, competition or similar laws, Delaware Secretary and (ixh) 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 Ordinary Shares shares of Capital One Common Stock and Parent ADSs New Capital One Preferred Stock pursuant to this Agreement and the approval of the listing of such Parent Ordinary Shares and Parent ADSs Capital One Common Stock on the New York Stock Exchange (the “NYSE”), no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental or regulatory authority or instrumentality or SRO (each a “Governmental Entity”) are necessary in connection with (i) the execution and delivery by Discover of this Agreement or (ii) the consummation by the Company Discover of the Transaction Mergers and the other transactions contemplated by this Agreementhereby (including the Bank Merger). No As of the date hereof, Discover is not aware of any reason why the necessary regulatory approvals and consents or approvals will not be received in order to permit consummation of or filings or registrations with any Governmental Entity are necessary in connection with the execution Mergers and delivery by the Company of this AgreementBank Merger on a timely basis.

Consents and Approvals. Except for (ia) the filing of applications any required applications, filings and notices, as applicable, with NASDAQ, (b) the filing of any required applications, filings and notices, as applicable, with the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) under the BHC Act and approval of such applications applications, filings and notices, (iic) the filing of any required applications, filings and notices, as applicable, with the FDIC, and approval of such applications, filings and notices, (d) the filing of any required applications, filings and notices, as applicable, with the South Carolina Board of Financial Institutions (the “SCBFI”) and the Office of the Comptroller of the Currency (the “OCC”) in connection with the Bank Merger, and approval of such applications, filings and notices, (e) the filing of any required applications, filings or notices with any foreign, federal state banking or state banking, insurance or other regulatory authorities listed on Section 3.4 of the CenterState Disclosure Schedule or Section 4.4 of the South State Disclosure Schedule and approval of such applications, filings and notices listed in Section 5.4 of the Company Disclosure Schedule (the “Other Regulatory Approvals”)notices, (iiif) the filing by CenterState with the Securities and Exchange Commission (the “SEC”) of the a joint proxy statement in definitive form (including any amendments or supplements thereto, the “Joint Proxy Statement”) in definitive form relating to the special meeting of the Company’s stockholders to be held in connection with this Agreement ), and the Transaction and the other transactions contemplated hereby and the filing and declaration of effectiveness of the registration statement of Parent on Form F-4 (the “F-4”) S-4 in which the Joint Proxy Statement will be included as a prospectus prospectus, to be filed with the SEC by South State in connection with the transactions contemplated by this Agreement (the “S-4”), and the declaration of Parenteffectiveness of the S-4, (ivg) the filing of the Certificate Articles of Merger with the South Carolina Secretary of State of the State of Delaware pursuant to the DGCL SCBCA and the Florida Secretary pursuant to the FBCA, as applicable, and the filing of articles of merger and articles of share exchange and other appropriate merger and share exchange documents the Bank Merger Certificates with the applicable Governmental Entities as required by the laws of the Commonwealth of Virginia and the state of Texasapplicable law, (vh) the filing of any notices to or filings with the Small Business Administration (the “SBA”), (vi) any consents, authorizations, approvalsapplications, 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 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 applicable industry self-regulatory organization (“SRO”) or the rules of the NASD, or that are required under consumer finance, mortgage banking and other similar laws, (vii) the Company Stockholder Approval, (viii) any notices or filings under the Xxxx-Xxxxx-Hxxx Sxxxx Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) or applicable foreign antitrust, competition or similar laws), and (ixi) 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 Ordinary Shares and Parent ADSs shares of South State Common Stock pursuant to this Agreement and the approval of the listing of such Parent Ordinary Shares and Parent ADSs South State Common Stock on the New York Stock Exchange (the “NYSE”)NASDAQ, no consents or approvals of or filings or registrations with any court, administrative agency or commission commission, Regulatory Agency or other governmental or regulatory authority or instrumentality (each each, a “Governmental Entity”) are necessary in connection with (x) the execution and delivery by CenterState of this Agreement or (y) the consummation by the Company CenterState of the Transaction Merger and the other transactions contemplated hereby (including the Bank Merger). As of the date hereof, CenterState is not aware of any reason why the necessary regulatory approvals and consents will not be received by this Agreement. No consents or approvals CenterState to permit consummation of or filings or registrations with any Governmental Entity are necessary in connection with the execution Merger and delivery by the Company of this AgreementBank Merger on a timely basis.

Consents and Approvals. Except for (ia) the filing of applications any required applications, filings and notices, as applicable, with the NASDAQ Stock Market, LLC, (b) the filing of any required applications, filings and notices, as applicable, with the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) under the BHC Act and approval of such applications applications, filings and notices, (iic) the filing of any required applications, filings or notices and notices, as applicable, with any foreignthe Federal Reserve Board under the Bank Merger Act, federal or state banking, insurance or other regulatory authorities and approval of such applications, filings and notices listed in Section 5.4 notices, (d) the filing of any required applications, filings and notices, as applicable, with the California Department of Financial Protection and Innovation and the Massachusetts Commissioner of Banks, and approval of such applications, filings and notices, including the making of any arrangements with the Massachusetts Housing Partnership Fund necessary to obtain approval of the Company Massachusetts Commissioner of Banks, (e) those additional applications, filings and notices, if any, listed on Section 3.4 of the Boston Private Disclosure Schedule (or Section 4.4 of the “Other Regulatory Approvals”)SVB Financial Disclosure Schedule and approval of such applications, filings and notices, (iiif) the filing with the Securities and Exchange Commission (the “SEC”) of the a proxy statement (the “Proxy Statement”) in definitive form relating to the special meeting of the CompanyBoston Private’s stockholders shareholders to be held in connection with this Agreement and the Transaction and the other transactions contemplated hereby (including any amendments or supplements thereto, the “Proxy Statement”), and the filing and declaration of effectiveness of the registration statement of Parent on Form F-4 (the “F-4”) S-4 in which the Proxy Statement will be included as a prospectus prospectus, to be filed with the SEC by SVB Financial in connection with the transactions contemplated by this Agreement (the “S-4”) and the declaration by the SEC of Parentthe effectiveness of the S-4, (ivg) the filing of the proxy solicitation and other advisory client materials for any Public Funds with the SEC, as contemplated by Section 6.18, (h) the filing of the Certificate of Merger with the Delaware Secretary of State of the State of Delaware pursuant to the DGCL DGCL, the filing of the Articles of Merger with the Massachusetts Secretary pursuant to the MBCA and the filing of articles of merger and articles of share exchange and other appropriate merger and share exchange documents required by the laws of the Commonwealth of Virginia and the state of Texas, (v) any notices to or filings with the Small Business Administration (the “SBA”), (vi) any consents, authorizations, approvals, filings or exemptions in connection with compliance Bank Merger Certificates with the applicable provisions of federal and state securities laws relating to the regulation 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 Governmental Entities as required by applicable industry self-regulatory organization (“SRO”) or the rules of the NASD, or that are required under consumer finance, mortgage banking and other similar laws, (vii) the Company Stockholder Approval, (viii) any notices or filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) or applicable foreign antitrust, competition or similar lawslaw, and (ixi) 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 Ordinary Shares and Parent ADSs shares of SVB Financial Common Stock pursuant to this Agreement and the approval of the listing of such Parent Ordinary Shares and Parent ADSs SVB Financial Common Stock on the New York Stock Exchange (the “NYSE”)NASDAQ, no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental or regulatory authority or instrumentality or SRO (each a “Governmental Entity”) are necessary in connection with (A) the execution and delivery by Boston Private of this Agreement or (B) the consummation by the Company Boston Private of the Transaction Merger and the other transactions contemplated hereby (including the Bank Merger). As of the date hereof, Boston Private has no knowledge of any reason why the necessary regulatory approvals and consents will not be received by this Agreement. No consents or approvals Boston Private to permit consummation of or filings or registrations with any Governmental Entity are necessary in connection with the execution Merger and delivery by the Company of this AgreementBank Merger on a timely basis.

Consents and Approvals. Except for (ia) the filing of applications any required applications, filings and notices, as applicable, with the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) under the BHC Act and approval of such applications applications, filings and notices, (iib) the filing of any required applications, filings and notices, as applicable, with the FDIC and the Texas Department of Banking in connection with the Bank Merger and approval of such applications, filings and notices, (c) the filing of any required applications, filings or notices with any foreign, federal state banking authorities listed on Section 3.4 of the TCBI Disclosure Schedule or state banking, insurance or other regulatory authorities Section 4.4 of the IBTX Disclosure Schedule and approval of such applications, filings and notices listed in Section 5.4 of the Company Disclosure Schedule (the “Other Regulatory Approvals”)notices, (iiid) the filing of any required applications, filings and notices, as applicable, with the NASDAQ, (e) the filing by TCBI with the Securities and Exchange Commission (the “SEC”) of the a joint proxy statement in definitive form (including any amendments or supplements thereto, the “Joint Proxy Statement”) in definitive form relating to the special meeting of the Company’s stockholders to be held in connection with this Agreement ), and the Transaction and the other transactions contemplated hereby and the filing and declaration of effectiveness of the registration statement of Parent on Form F-4 (the “F-4”) S-4 in which the Joint Proxy Statement will be included as a prospectus prospectus, to be filed with the SEC by IBTX in connection with the transactions contemplated by this Agreement (the “S-4”) and the declaration of Parenteffectiveness of the S-4, (ivf) the filing of the Certificate Certificates of Merger with the Texas Secretary of State of the State of Delaware pursuant to the DGCL TBOC and the Delaware Secretary pursuant to the DGCL, as applicable, the filing of the Bank Merger Certificates with the applicable Governmental Entities as required by applicable law, and the filing of articles the Statement of merger and articles of share exchange and other appropriate merger and share exchange documents required by Designations for the laws of the Commonwealth of Virginia and the state of Texas, (v) any notices to or filings New IBTX Preferred Stock with the Small Business Administration (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 regulation 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 applicable industry self-regulatory organization (“SRO”) or the rules of the NASD, or that are required under consumer finance, mortgage banking and other similar laws, (vii) the Company Stockholder Approval, (viii) any notices or filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) or applicable foreign antitrust, competition or similar laws, Texas Secretary and (ixg) 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 Ordinary Shares shares of IBTX Common Stock and Parent ADSs New IBTX Preferred Stock pursuant to this Agreement and the approval of the listing of such Parent Ordinary Shares IBTX Common Stock and Parent ADSs New IBTX Preferred Stock on the New York Stock Exchange (the “NYSE”)NASDAQ, no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental or regulatory authority or instrumentality or SRO (each a “Governmental Entity”) are necessary in connection with (i) the execution and delivery by TCBI of this Agreement or (ii) the consummation by the Company TCBI of the Transaction Merger and the other transactions contemplated hereby (including the Bank Merger). TCBI is not aware of any reason why the necessary regulatory approvals and consents will not be received by this Agreement. No consents or approvals TCBI to permit consummation of or filings or registrations with any Governmental Entity are necessary in connection with the execution Merger and delivery by the Company of this AgreementBank Merger on a timely basis.

Consents and Approvals. Except for (ia) the filing of applications and notices, as applicable, with the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) OTS under the BHC Act HOLA and the Bank Merger Act, and approval of such applications and notices, (ii) the filing of any required applications, filings or notices with any foreign, federal or state banking, insurance or other regulatory authorities and approval of such applications, filings and notices listed in Section 5.4 of the Company Disclosure Schedule (the “Other Regulatory Approvals”), (iiib) the filing with the Securities and Exchange Commission (the “SEC”) SEC of the proxy statement (the “Proxy Statement”, (c) in definitive form relating to the special meeting approval and adoption of the Company’s stockholders to be held in connection with this Agreement and the Transaction and Parent Plan of Merger by the other transactions contemplated hereby and the filing and declaration of effectiveness requisite vote of the registration statement stockholders of Parent on Form F-4 (the “F-4”) in which the Proxy Statement will be included as a prospectus of ParentGolden State, (ivd) approval of the listing of the Golden State Common Stock to be issued in the Merger on the NYSE, (e) the filing of the Certificate Certificates of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL and the filing of articles of merger and articles of share exchange and other appropriate merger and share exchange documents Secretary, (f) filings required by the laws Bank Merger Agreement, (g) the approval of the Commonwealth Bank Merger Agreement by the sole stockholder of Virginia and the state of Texas, (v) 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 applicable provisions of federal and state securities laws relating to the regulation 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 applicable industry self-regulatory organization (“SRO”) or the rules of the NASD, or that are required under consumer finance, mortgage banking and other similar laws, (vii) the Company Stockholder Approval, (viii) any notices or filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) or applicable foreign antitrust, competition or similar lawsCFB, and (ixh) such filings and filings, authorizations or approvals as are required to may be made or obtained under the securities or “Blue Sky” laws of various states set forth in connection with the issuance Section 4.4 of the Parent Ordinary Shares and Parent ADSs pursuant to this Agreement and approval of listing of such Parent Ordinary Shares and Parent ADSs on the New York Stock Exchange (the “NYSE”)Holdings Disclosure Schedule, no consents or approvals of or filings or registrations with any court, administrative agency Govern- mental Entity or commission or other governmental authority or instrumentality (each a “Governmental Entity”) with any third party are necessary cessary in connection with (1) the execution and delivery by Parent Holdings and FNH of this Agreement, (2) the consummation by the Company Parent Holdings and FNH of the Transaction Mergers and the other transactions contemplated by this Agreement. No consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with hereby, (3) the execution and delivery by CFB of the Company Bank Merger Agreement and the Management Agreement and the consummation of this the transactions contemplated by the Management Agreement, and (4) the consummation of CFB of the transactions contemplated by the Bank Merger Agreement.

Consents and Approvals. Except for (ia) the filing of applications any required applications, filings and notices, as applicable, with the Board New York Stock Exchange, (b) the filing of Governors of any required applications, filings and notices, as applicable, with the Federal Reserve System (the “Federal Reserve Board”) Board under the BHC Act and approval of such applications applications, filings and notices, (iic) the filing of any required applications, filings and notices, as applicable, with the OCC and approval of such applications, filings and notices, (d) the filing of any required applications, filings or notices with FINRA and approval of such applications, filings and notices, (e) the filing of any required applications, filings or notices with any foreign, federal state banking authorities listed on Section 3.4 of the Discover Disclosure Schedule or state banking, insurance or other regulatory authorities Section 4.4 of the Capital One Disclosure Schedule and approval of such applications, filings and notices listed in Section 5.4 of the Company Disclosure Schedule (the “Other Regulatory Approvals”)notices, (iiif) the filing with the Securities and Exchange Commission (the “SEC”) SEC of the proxy statement (the “Joint Proxy Statement”) in definitive form relating to the special meeting of the Company’s stockholders to be held in connection with this Agreement Statement and the Transaction and the other transactions contemplated hereby and the filing and declaration of effectiveness of the registration statement of Parent on Form F-4 (the “F-4”) S-4 in which the Joint Proxy Statement will be included as a prospectus prospectus, and the declaration of Parenteffectiveness of the S-4, (ivg) the filing of the Certificate Certificates of Merger with the Delaware Secretary of State of the State of Delaware pursuant to the DGCL DGCL, the filing of the Bank Merger Certificates with the applicable Governmental Entities as required by applicable law, and the filing of articles Certificates of merger and articles of share exchange and other appropriate merger and share exchange documents required by Designation for the laws of the Commonwealth of Virginia and the state of Texas, (v) any notices to or filings New Capital One Preferred Stock with the Small Business Administration (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 regulation 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 applicable industry self-regulatory organization (“SRO”) or the rules of the NASD, or that are required under consumer finance, mortgage banking and other similar laws, (vii) the Company Stockholder Approval, (viii) any notices or filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) or applicable foreign antitrust, competition or similar laws, Delaware Secretary and (ixh) 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 Ordinary Shares shares of Capital One Common Stock and Parent ADSs New Capital One Preferred Stock pursuant to this Agreement and the approval of the listing of such Parent Ordinary Shares and Parent ADSs Capital One Common Stock on the New York Stock Exchange (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”) are necessary in connection with the consummation by the Company 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 (i) the execution and delivery by the Company Capital One and Merger Sub of this AgreementAgreement or (ii) the consummation by Capital One and Merger Sub of the Mergers, as applicable, and the other transactions contemplated hereby (including the Bank Merger). As of the date hereof, Capital One is not aware of any reason why the necessary regulatory approvals and consents will not be received in order to permit consummation of the Mergers and Bank Merger on a timely basis.

Consents and Approvals. Except for (i) the filing of applications and notices, as applicable, with the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) under the BHC Act and approval of such applications and notices, (iia) the filing of any required applications, filings or notices and notices, as applicable, with the NASDAQ Stock Market, LLC, (b) the filing of any foreignrequired applications, federal or state bankingfilings and notices, insurance or other regulatory authorities as applicable, with the Federal Reserve Board under the BHC Act and approval of such applications, filings and notices listed in Section 5.4 notices, (c) the filing of any required applications, filings and notices, as applicable, with the Federal Reserve Board under the Bank Merger Act, and approval of such applications, filings and notices, (d) the filing of any required applications, filings and notices, as applicable, with the California Department of Financial Protection and Innovation and the Massachusetts Commissioner of Banks, and approval of such applications, filings and notices, including the making of any arrangements with the Massachusetts Housing Partnership Fund necessary to obtain approval of the Company Massachusetts Commissioner of Banks, (e) those additional applications, filings and notices, if any, listed on Section 3.4 of the Boston Private Disclosure Schedule (or Section 4.4 of the “Other Regulatory Approvals”)SVB Financial Disclosure Schedule and approval of such applications, filings and notices, (iiif) the filing with the Securities SEC of the Proxy Statement and Exchange Commission the S-4, and the declaration by the SEC of the effectiveness of the S-4, (g) the “SEC”) filing of the proxy statement (solicitation and other advisory client materials for any Public Funds with the “Proxy Statement”) in definitive form relating to the special meeting of the Company’s stockholders to be held in connection with this Agreement and the Transaction and the other transactions SEC, as contemplated hereby and the filing and declaration of effectiveness of the registration statement of Parent on Form F-4 (the “F-4”) in which the Proxy Statement will be included as a prospectus of Parentby Section 6.18, (ivh) the filing of the Certificate of Merger with the Delaware Secretary of State of the State of Delaware pursuant to the DGCL DGCL, the filing of the Articles of Merger with the Massachusetts Secretary pursuant to the MBCA and the filing of articles of merger and articles of share exchange and other appropriate merger and share exchange documents required by the laws of the Commonwealth of Virginia and the state of Texas, (v) any notices to or filings with the Small Business Administration (the “SBA”), (vi) any consents, authorizations, approvals, filings or exemptions in connection with compliance Bank Merger Certificates with the applicable provisions of federal and state securities laws relating to the regulation 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 Governmental Entities as required by applicable industry self-regulatory organization (“SRO”) or the rules of the NASD, or that are required under consumer finance, mortgage banking and other similar laws, (vii) the Company Stockholder Approval, (viii) any notices or filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) or applicable foreign antitrust, competition or similar lawslaw, and (ixi) 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 Ordinary Shares and Parent ADSs shares of SVB Financial Common Stock pursuant to this Agreement and the approval of the listing of such Parent Ordinary Shares and Parent ADSs SVB Financial Common Stock on the New York Stock Exchange (the “NYSE”)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”) are necessary in connection with the consummation by the Company 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 (A) the execution and delivery by the Company SVB Financial of this AgreementAgreement or (B) the consummation by SVB Financial of the Merger and the other transactions contemplated hereby (including the Bank Merger). As of the date hereof, SVB Financial has no knowledge of any reason why the necessary regulatory approvals and consents will not be received by SVB Financial to permit consummation of the Merger and the Bank Merger on a timely basis.

Consents and Approvals. Except for (ia) the filing of applications any required applications, filings and notices, as applicable, with NASDAQ, (b) the filing of any required applications, filings and notices, as applicable, with the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) Board under the BHC Act and approval of such applications applications, filings and notices, (iic) the filing of any required applications, filings and notices, as applicable, with the FDIC, and approval of such applications, filings and notices, (d) the filing of any required applications, filings and notices, as applicable, with the SCBFI and the OCC in connection with the Bank Merger, and approval of such applications, filings and notices, (e) the filing of any required applications, filings or notices with any foreign, federal state banking or state banking, insurance or other regulatory authorities listed on Section 3.4 of the CenterState Disclosure Schedule or Section 4.4 of the South State Disclosure Schedule and approval of such applications, filings and notices listed in Section 5.4 of the Company Disclosure Schedule (the “Other Regulatory Approvals”)notices, (iiif) the filing with the Securities and Exchange Commission (the “SEC”) SEC of the proxy statement (the “Joint Proxy Statement”) in definitive form relating to the special meeting of the Company’s stockholders to be held in connection with this Agreement Statement and the Transaction and the other transactions contemplated hereby and the filing and declaration of effectiveness of the registration statement of Parent on Form F-4 (the “F-4”) S-4 in which the Joint Proxy Statement will be included as a prospectus prospectus, and the declaration of Parenteffectiveness of the S-4, (ivg) the filing of the Certificate Articles of Merger with the South Carolina Secretary of State of the State of Delaware pursuant to the DGCL SCBCA and the Florida Secretary pursuant to the FBCA, as applicable, and the filing of articles of merger and articles of share exchange and other appropriate merger and share exchange documents the Bank Merger Certificates with the applicable Governmental Entities as required by the laws of the Commonwealth of Virginia and the state of Texasapplicable law, (vh) the filing of any notices to or filings with the Small Business Administration (the “SBA”), (vi) any consents, authorizations, approvalsapplications, 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 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 applicable industry self-regulatory organization (“SRO”) or the rules of the NASD, or that are required under consumer finance, mortgage banking and other similar laws, (vii) the Company Stockholder Approval, (viii) any notices or filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) or applicable foreign antitrust, competition or similar laws, and (ixi) 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 Ordinary Shares and Parent ADSs shares of South State Common Stock pursuant to this Agreement and the approval of the listing of such Parent Ordinary Shares and Parent ADSs South State Common Stock on the New York Stock Exchange (the “NYSE”)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”) are necessary in connection with the consummation by the Company 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 (x) the execution and delivery by the Company South State of this AgreementAgreement or (y) the consummation by South State of the Merger and the other transactions contemplated hereby (including the Bank Merger). As of the date hereof, South State is not aware of any reason why the necessary regulatory approvals and consents will not be received by South State to permit consummation of the Merger and Bank Merger on a timely basis.

Consents and Approvals. Except for (i) the filing of applications and notices, as applicable, with the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) under the BHC Act and approval of such applications and notices, (iia) the filing of any required applications, filings or notices and notices, as applicable, with Nasdaq, (b) the filing of any foreignrequired applications, federal or state bankingfilings and notices, insurance or other regulatory authorities as applicable, with the FRB under the BHC Act and the CIBC Act, and approval of such applications, filings and notices listed in Section 5.4 of the Company Disclosure Schedule (the “Other Regulatory Approvals”)notices, (iiic) the filing of any required applications, filings and notices, as applicable, with the OCC, and approval of such applications, filings and notices, (d) the filing with the Securities and Exchange Commission (the “SEC”) SEC of the proxy statement (the “Registration Statement and Proxy Statement”) in definitive form relating to the special meeting of the Company’s stockholders to be held in connection with this Agreement /Prospectus, and the Transaction and the other transactions contemplated hereby and the filing and declaration of effectiveness of the registration statement of Parent on Form F-4 (the “F-4”) in which the Proxy Statement will be included as a prospectus of ParentRegistration Statement, (ive) the filing of the Certificate Agreement of Merger with the Secretary of State of the State of Delaware California pursuant to the DGCL CGCL and the filing of articles the Bank Merger Agreement with the Secretary of merger and articles of share exchange and other appropriate merger and share exchange documents required by the laws State of the Commonwealth State of Virginia California and the state of Texas, (v) 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 applicable provisions of federal and state securities laws relating DFPI pursuant to the regulation of broker-dealers, investment companies, investment advisers or transfer agents CGCL 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 applicable industry self-regulatory organization (“SRO”) or the rules of the NASD, or that are required under consumer finance, mortgage banking and other similar laws, (vii) the Company Stockholder Approval, (viii) any notices or filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) or applicable foreign antitrust, competition or similar lawsCFC, and (ixf) 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 Ordinary Shares and Parent ADSs shares of SCB Common Stock pursuant to this Agreement and the approval of the listing of such Parent Ordinary Shares and Parent ADSs SCB Common Stock on the New York Stock Exchange (the “NYSE”)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”) are necessary in connection with the consummation by the Company 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 (i) the execution and delivery by the Company SCB of this AgreementAgreement or (ii) the consummation by SCB of the Merger and the other transactions contemplated hereby (including the Bank Merger). As of the date hereof, SCB has no knowledge 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. Except for (ia) the filing of applications applications, filings and notices, as applicable, with the Board NYSE, (b) the filing of Governors of applications, filings and notices, as applicable, with the Federal Reserve System (the “Federal Reserve Board”) Board under the BHC Act HOLA and approval of such applications applications, filings and notices, (iic) the filing of applications, filings and notices, as applicable, with the OCC, the FDIC and the DFS, in connection with the Bank Merger, including under the Bank Merger Act, and approval of such applications, filings and notices, (d) the filing of any required applications, filings or notices with any foreign, federal state banking authorities listed on Section 3.4 of the Company Disclosure Schedule or state banking, insurance or other regulatory authorities Section 4.4 of the Parent Disclosure Schedule and approval of such applications, filings and notices listed in Section 5.4 of the Company Disclosure Schedule (the “Other Regulatory Approvals”)notices, (iiie) the filing with the Securities and Exchange Commission (the “SEC”) SEC of the proxy statement (the “Joint Proxy Statement”) in definitive form relating to the special meeting of the Company’s stockholders to be held in connection with this Agreement Statement and the Transaction and the other transactions contemplated hereby and the filing and declaration of effectiveness of the registration statement of Parent on Form F-4 (the “F-4”) S-4 in which the Joint Proxy Statement will be included as a prospectus prospectus, and declaration of Parenteffectiveness of the S-4, (ivf) the filing of the Charter Amendment and the Certificate of Merger with the Delaware Secretary of State of the State of Delaware pursuant to the DGCL DGCL, and the filing of articles of merger and articles of share exchange and other appropriate merger and share exchange documents required by the laws of the Commonwealth of Virginia and the state of Texas, (v) 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 applicable provisions of federal and state securities laws relating to the regulation 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 applicable industry self-regulatory organization (“SRO”) or the rules of the NASD, or that are required under consumer finance, mortgage banking and other similar laws, (vii) the Company Stockholder Approval, (viii) any notices or filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) or applicable foreign antitrust, competition or similar laws, Bank Merger Certificates and (ixg) 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 Ordinary Shares and Parent ADSs Common Stock pursuant to this Agreement and the approval of the listing of such Parent Ordinary Shares and Parent ADSs Common Stock on the New York Stock Exchange (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”) are necessary in connection with the consummation by the Company 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 (i) the execution and delivery by the Company Parent of this AgreementAgreement or (ii) the consummation by Parent of the Merger and the other transactions contemplated hereby (including the Bank Merger). As of the date hereof, Parent 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. Except for (i) the filing of applications applications, filings and notices, as applicable, with the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) Board under the BHC Act and approval of such applications applications, filings and notices, (ii) the filing of applications, filings and notices, as applicable, with the FDIC, the North Carolina Commissioner of Banks and the Pennsylvania Department of Banking in connection with the Bank Merger, including under the Bank Merger Act, and approval of such applications, filings and notices, (iii) the filing of any required applications, filings or notices, as applicable, with FINRA and the approval of such applications, filings and notices, (iv) the filing of any required applications, filings or notices with any foreign, federal state banking authorities listed on Section 3.4 of the Susquehanna Disclosure Schedule or state banking, insurance or other regulatory authorities Section 4.4 of the Parent Disclosure Schedule and approval of such applications, filings and notices listed in Section 5.4 of the Company Disclosure Schedule (the “Other Regulatory Approvals”)notices, (iiiv) the filing with the Securities and Exchange Commission (the “SEC”) SEC of the proxy statement (the “Proxy Statement”) in definitive form relating to the special meeting of the Company’s stockholders to be held in connection with this Agreement Statement and the Transaction and the other transactions contemplated hereby and the filing and declaration of effectiveness of the registration statement of Parent on Form F-4 (the “F-4”) S-4 in which the Proxy Statement will be included as a prospectus prospectus, and declaration of Parenteffectiveness of the S-4, (ivvi) the filing of the Certificate Certificates of Merger with the North Carolina Secretary of State of the State of Delaware pursuant to the DGCL NCBCA and the Pennsylvania Department pursuant to the PBCL, and the filing of articles of merger and articles of share exchange and other appropriate merger and share exchange documents required by the laws of the Commonwealth of Virginia and the state of Texas, (v) any notices to or filings with the Small Business Administration (the “SBA”)Bank Merger Certificates, (vi) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions filing of federal and state securities laws relating to the regulation 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 applicable industry self-regulatory organization (“SRO”) or the rules of the NASD, or that are required under consumer finance, mortgage banking and other similar laws, (vii) the Company Stockholder Approval, (viii) any notices or other filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements HSR Act of 1976, as amended (the “HSR Act”) or applicable foreign antitrust, competition or similar laws, and (ixviii) 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 Ordinary Shares and Parent ADSs Common Stock pursuant to this Agreement and the approval of the listing of such Parent Ordinary Shares and Parent ADSs Common Stock on the New York Stock Exchange (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”) are necessary in connection with the consummation by the Company 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 (A) the execution and delivery by the Company Parent of this AgreementAgreement or (B) the consummation by Parent of the Merger and the other transactions contemplated hereby (including the Bank Merger). As of the date hereof, Parent 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. Except for (i) the filing of applications applications, filings and notices, as applicable, with the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) under the BHC Act and approval of such applications applications, filings and notices, (ii) the filing of applications, filings and notices, as applicable, with the FDIC, the North Carolina Commissioner of Banks and the Pennsylvania Department of Banking in connection with the Bank Merger, including under the Bank Merger Act, and approval of such applications, filings and notices, (iii) the filing of any required applications, filings or notices, as applicable, with the Financial Industry Regulatory Authority (“FINRA”) and the approval of such applications, filings and notices, (iv) the filing of any required applications, filings or notices with any foreign, federal state banking authorities listed on Section 3.4 of the Susquehanna Disclosure Schedule or state banking, insurance or other regulatory authorities Section 4.4 of the Parent Disclosure Schedule and approval of such applications, filings and notices listed in Section 5.4 of the Company Disclosure Schedule (the “Other Regulatory Approvals”)notices, (iiiv) the filing with the Securities and Exchange Commission (the “SEC”) of the a proxy statement (the “Proxy Statement”) in definitive form relating to the special meeting of the CompanySusquehanna’s stockholders shareholders to be held in connection with this Agreement and the Transaction and the other transactions contemplated hereby (including any amendments or supplements thereto, the “Proxy Statement”), and the filing and declaration of effectiveness of the registration statement of Parent on Form F-4 (the “F-4”) S-4 in which the Proxy Statement will be included as a prospectus prospectus, to be filed with the SEC by Parent in connection with the transactions contemplated by this Agreement (the “S-4”) and declaration of Parenteffectiveness of the S-4, (ivvi) the filing of the Certificate Certificates of Merger with the North Carolina Secretary of State of the State of Delaware pursuant to the DGCL NCBCA and the Pennsylvania Department pursuant to the PBCL and the filing of articles of merger and articles of share exchange and other appropriate merger and share exchange documents required by the laws of the Commonwealth of Virginia and the state of Texas, (v) 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 applicable provisions of federal and state securities laws relating to the regulation 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 applicable industry self-regulatory organization (“SRO”) or the rules of the NASD, or that are required under consumer finance, mortgage banking and other similar lawsBank Merger Certificates, (vii) the Company Stockholder Approval, (viii) filing of any notices or other filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) or applicable foreign antitrust, competition or similar laws, and (ixviii) 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 Ordinary Shares and Parent ADSs Common Stock pursuant to this Agreement and the approval of the listing of such Parent Ordinary Shares and Parent ADSs Common Stock on the New York Stock Exchange (the “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 (A) the execution and delivery by Susquehanna of this Agreement or (B) the consummation by the Company Susquehanna of the Transaction Merger and the other transactions contemplated by hereby (including the Bank Merger). As used in this Agreement, “SRO” means (i) any “self regulatory organization” as defined in Section 3(a)(26) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and (ii) any other United States or foreign securities exchange, futures exchange, commodities exchange or contract market. No As of the date hereof, Susquehanna is not aware of any reason why the necessary regulatory approvals and consents or approvals will not be received in order to permit consummation of or filings or registrations with any Governmental Entity are necessary in connection with the execution Merger and delivery by the Company of this AgreementBank Merger on a timely basis.

Consents and Approvals. Except for (i) the filing of applications and notices, as applicable, with the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) under the BHC Act and approval of such applications and notices, (iia) the filing of 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 Federal Reserve Board under the BHC Act and approval or notices waiver of such applications, filings and notices, (c) the filing of any required applications, filings and notices, as applicable, with the FDIC, including under the Bank Merger Act (12 USC 1828(c)) and the approval or waiver of such applications, filings and notices, (d) the filing of any required applications, filings and notices, as applicable, with the NYDFS, and approval or waiver of such applications, filings and notices, (e) the filing of any required filings and notices, as applicable, with the OCC, (f) the filing of any required applications, filings and notices, as applicable, with any foreignstate bank regulatory authority with respect to NYCB Bank’s establishment and operation of Flagstar Bank’s branches and other offices following the Bank Merger, federal and the approvals or state bankingwaivers of such applications, insurance filings and notices, (g) the filing of any required applications, filings and notices, as applicable, with each Mortgage Agency and the receipt of any required consents or other regulatory authorities approvals from each Mortgage Agency, (h) the filing of those additional applications, filings and notices, if any, listed on Section 3.4 of the Flagstar Disclosure Schedule or Section 4.4 of the NYCB Disclosure Schedule and approval of such applications, filings and notices listed in Section 5.4 of the Company Disclosure Schedule (the “Other Regulatory Approvals”)notices, (iiii) the filing with the Securities and Exchange Commission (the “SEC”) SEC of the proxy statement (the “Joint Proxy Statement”) in definitive form relating to the special meeting of the Company’s stockholders to be held in connection with this Agreement , and the Transaction and the other transactions contemplated hereby and the filing and declaration of effectiveness of the registration statement of Parent on Form F-4 (the “F-4”) S-4 in which the Joint Proxy Statement will be included as a prospectus prospectus, and the declaration by the SEC of Parentthe effectiveness of the S-4, (ivj) the filing of the Certificate Certificates of Merger with the Michigan LARA pursuant to the MBCA and Delaware Secretary of State of the State of Delaware pursuant to the DGCL and the filing of articles of merger the Holdco Merger Certificates with the Michigan LARA pursuant to the MBCA and articles of share exchange and other appropriate merger and share exchange documents required by the laws Delaware Secretary pursuant to the DGCL, as applicable, the filing of the Commonwealth of Virginia and the state of Texas, (v) any notices to or filings with the Small Business Administration (the “SBA”), (vi) any consents, authorizations, approvals, filings or exemptions in connection with compliance Bank Merger Certificates with the applicable provisions of federal and state securities laws relating to the regulation 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 Governmental Entities as required by applicable industry self-regulatory organization (“SRO”) or the rules of the NASD, or that are required under consumer finance, mortgage banking and other similar laws, (vii) the Company Stockholder Approval, (viii) any notices or filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) or applicable foreign antitrust, competition or similar lawslaw, and (ixk) 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 NYCB Share Issuance, and the approval of the Parent Ordinary Shares and Parent ADSs pursuant to this Agreement and approval of listing of such Parent Ordinary Shares and Parent ADSs NYCB Common Stock on the New York Stock Exchange (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”) are necessary in connection with the consummation by the Company 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 (i) the execution and delivery by the Company NYCB and Merger Sub of this Agreement, (ii) the execution and deliver by NYCB Bank of the Bank Merger Agreement or (iii) the consummation by NYCB, Merger Sub and NYCB Bank of the Merger and the other transactions contemplated hereby (including the Holdco Merger, the Bank Merger and NYCB Share Issuance). As of the date hereof, NYCB and Merger Sub has no knowledge of any reason why the necessary regulatory approvals and consents will not be received by NYCB or Merger Sub to permit consummation of the Merger, the Holdco Merger, the Bank Merger or the NYCB Share Issuance on a timely basis.

Consents and Approvals. Except for (i) the filing of applications applications, filings and notices, as applicable, with the Board NYSE and the NASDAQ, (ii) the filing of Governors of applications, filings and notices, as applicable, with the Federal Reserve System (the “Federal Reserve Board”) Board under the BHC Act and approval of such applications applications, filings and notices, (iiiii) the filing of applications, filings and notices, as applicable, in connection with the Bank Merger, including under the Bank Merger Act, and approval of such applications, filings and notices, (iv) the filing of any required applications, filings or notices with any foreign, federal state banking authority listed on Section 3.4 of the Company Disclosure Schedule or state banking, insurance or other regulatory authorities Section 4.4 of the Parent Disclosure Schedule and approval of such applications, filings and notices listed in Section 5.4 of the Company Disclosure Schedule (the “Other Regulatory Approvals”)notices, (iiiv) the filing with the Securities and Exchange Commission (the “SEC”) SEC of the proxy statement (the “Joint Proxy Statement”) in definitive form relating to the special meeting of the Company’s stockholders to be held in connection with this Agreement Statement and the Transaction and the other transactions contemplated hereby and the filing and declaration of effectiveness of the registration statement of Parent on Form F-4 (the “F-4”) S-4 in which the Joint Proxy Statement will be included as a prospectus prospectus, and declaration of Parenteffectiveness of the S-4, (ivvi) the filing of the Certificate of Merger and the Second Certificate of Merger with the Delaware Secretary of State of the State of Delaware pursuant to the DGCL DGCL, the filing of the Tennessee Articles of Merger with the Tennessee Secretary of State pursuant to the TBCA, and the filing of articles of merger and articles of share exchange and other appropriate merger and share exchange documents required by the laws of the Commonwealth of Virginia and the state of Texas, (v) 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 applicable provisions of federal and state securities laws relating to the regulation 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 applicable industry self-regulatory organization (“SRO”) or the rules of the NASD, or that are required under consumer finance, mortgage banking and other similar lawsBank Merger Certificates, (vii) the Company Stockholder Approval, (viii) filing of any notices or other filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) , if necessary or applicable foreign antitrust, competition or similar lawsadvisable, and (ixviii) 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 Ordinary Shares and Parent ADSs Common Stock pursuant to this Agreement and the approval of the listing of such Parent Ordinary Shares and Parent ADSs Common Stock on the New York Stock Exchange (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 (A) the execution and delivery by Parent of this Agreement or (B) the consummation by the Company Parent of the Transaction Merger and the other transactions contemplated by this Agreementhereby (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 Merger Sub of this Agreement. As of the date hereof, Parent 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. Except for (i) the filing of applications and notices, as applicable, with the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) Board under the BHC Act and the Federal Reserve Act, as amended, and approval of such applications and notices, (ii) the filing of any required applications, filings or notices with any foreign, federal or state banking, insurance or other regulatory authorities and approval of such applications, filings and notices listed in Section 5.4 of the Company Disclosure Schedule (the “Other Regulatory Approvals”), (iii) the filing with the Securities and Exchange Commission (the “SEC”) SEC of the proxy statement (the “Joint Proxy Statement”) in definitive form relating to the special meeting , and of the Company’s stockholders to be held in connection with this Agreement and the Transaction and the other transactions contemplated hereby and the filing and declaration of effectiveness of the registration statement of Parent on Form F-4 (the “F-4”) S-4 in which the Joint Proxy Statement will be included as a prospectus prospectus, and declaration of Parenteffectiveness of the Form S-4, (iv) the filing of the Georgia Certificate of Merger with the Georgia Secretary of State of the State of Delaware pursuant to the DGCL GBCC and the filing of articles Tennessee Articles of merger and articles of share exchange and other appropriate merger and share exchange documents required by Merger with the laws of Tennessee Secretary pursuant to the Commonwealth of Virginia and the state of TexasTBCA, (v) any notices to or filings with the Small Business Administration (the “SBA”), (vi) any notice or filings under 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 companies, investment advisers or transfer agents agents, and federal commodities laws relating to the regulation of futures commission merchants, commodity trading advisers, commodity pool operators or introducing brokers merchants and the rules and regulations thereunder and of any securities or futures exchange or other applicable industry self-regulatory organization (“SRO”) or , and the rules of the NASDNYSE, or that which are required under consumer finance, mortgage banking and other similar laws, (vii) the Company Stockholder Approval, (viii) any notices or filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) or applicable foreign antitrust, competition or similar laws, and (ix) 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 Ordinary Shares and Parent ADSs shares of STI Common Stock pursuant to this Agreement Agreement, (ix) the NCF Shareholder Approval, (x) such applications, filings, authorizations, approvals and orders as may be required under the laws of any state or the federal laws of the United States in respect of NCF's insurance business, and (xi) approval of the listing of such Parent Ordinary Shares and Parent ADSs STI Common Stock to be issued in the Merger on the New York Stock Exchange (the “NYSE”), no consents or approvals of or filings or registrations with any court, administrative agency Government Entity or commission or other governmental authority or instrumentality (each a “Governmental Entity”) with any third party are necessary in connection with (A) the execution and delivery by NCF of this Agreement and (B) the consummation by the Company NCF of the Transaction Merger 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 of this Agreementhereby.

Consents and Approvals. Except for (ia) 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 Board in connection with the Merger and approval or waiver of such applications, filings and notices, (c) the “Federal Reserve Board”) under filing of applications, filings and notices, as applicable, with the BHC Act OCC in connection with the Bank Merger and approval of such applications applications, filings and notices, (iid) the filing of any required applications, filings or notices with any foreign, federal state banking authorities listed on Section 3.4 of the TCF Disclosure Schedule or state banking, insurance or other regulatory authorities Section 4.4 of the Chemical Disclosure Schedule and approval of such applications, filings and notices listed in Section 5.4 of the Company Disclosure Schedule (the “Other Regulatory Approvals”)notices, (iiie) the filing with the Securities and Exchange Commission (the “SEC”) SEC of the proxy statement (the “Joint Proxy Statement”) in definitive form relating to the special meeting of the Company’s stockholders to be held in connection with this Agreement Statement and the Transaction and the other transactions contemplated hereby and the filing and declaration of effectiveness of the registration statement of Parent on Form F-4 (the “F-4”) S-4 in which the Joint Proxy Statement will be included as a prospectus prospectus, and declaration by the SEC of Parentthe effectiveness of the S-4, (ivf) the filing of the Certificate of Merger with the Delaware Secretary of State of the State of Delaware pursuant to the DGCL and the Michigan DLRA pursuant to the MBCA, and the filing of articles of merger and articles of share exchange and other appropriate merger and share exchange documents required by the laws of the Commonwealth of Virginia and the state of TexasBank Merger Certificates, (v) 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 applicable provisions of federal and state securities laws relating to the regulation 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 applicable industry self-regulatory organization (“SRO”) or the rules of the NASD, or that are required under consumer finance, mortgage banking and other similar laws, (vii) the Company Stockholder Approval, (viii) any notices or filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) or applicable foreign antitrust, competition or similar laws, and (ixg) 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 Ordinary Shares shares of Chemical Common Stock and Parent ADSs New Chemical Preferred Stock (or depositary shares in respect thereof) pursuant to this Agreement and (h) the approval of the listing of such Parent Ordinary Shares Chemical Common Stock and Parent ADSs New Chemical Preferred Stock (or depositary shares in respect thereof) on the New York Stock Exchange (the “NYSE”)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”) are necessary in connection with the consummation by the Company 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 (i) the execution and delivery by the Company Chemical of this AgreementAgreement or (ii) the consummation by Chemical of the Merger and the other transactions contemplated hereby (including the Bank Merger). As of the date hereof, Chemical has no knowledge of any reason why the necessary regulatory approvals and consents will not be received in order to permit consummation of the Merger and the Bank Merger on a timely basis.

Consents and Approvals. Except for (ia) the filing of applications any required applications, filings and notices, as applicable, with the Board NASDAQ, (b) the filing of Governors of any required applications, filings and notices, as applicable, with the Federal Reserve System (the “Federal Reserve Board”) Board under the BHC Act and approval of such applications applications, filings and notices, (iic) the filing of any required applications, filings and notices, as applicable, with the FDIC, and approval of such applications, filings and notices, (d) the filing of any required applications, filings or notices with any foreign, federal state banking or state banking, insurance authorities listed on Section 3.4 of the Umpqua Disclosure Schedule or other regulatory authorities Section 4.4 of the Columbia Disclosure Schedule and approval of such applications, filings and notices listed in Section 5.4 of the Company Disclosure Schedule (the “Other Regulatory Approvals”)notices, (iiie) the filing with the Securities and Exchange Commission (the “SEC”) SEC of the proxy statement (the “Joint Proxy Statement”) in definitive form relating to the special meeting of the Company’s stockholders to be held in connection with this Agreement Statement and the Transaction and the other transactions contemplated hereby and the filing and declaration of effectiveness of the registration statement of Parent on Form F-4 (the “F-4”) S-4 in which the Joint Proxy Statement will be included as a prospectus prospectus, and the declaration of Parenteffectiveness of the S-4, (ivf) the filing of the Certificate Columbia Articles Amendment with the Washington Secretary, the Articles of Merger with the Delaware Secretary of State of the State of Delaware pursuant to the DGCL and the Oregon Secretary pursuant to the OBCA, and the Oregon Articles of Merger with the Oregon Secretary pursuant to the OBCA, the filing of articles the Washington Articles of merger Merger with the Washington Secretary pursuant to the WBCA, and articles of share exchange and other appropriate merger and share exchange documents required by the laws filing of the Commonwealth of Virginia and the state of Texas, (v) 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 applicable provisions of federal and state securities laws relating to the regulation 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 applicable industry self-regulatory organization (“SRO”) or the rules of the NASD, or that are required under consumer finance, mortgage banking and other similar laws, (vii) the Company Stockholder Approval, (viii) any notices or filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) or applicable foreign antitrust, competition or similar laws, Bank Merger Certificates and (ixg) 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 Ordinary Shares and Parent ADSs shares of Columbia Common Stock pursuant to this Agreement and the approval of the listing of such Parent Ordinary Shares and Parent ADSs Columbia Common Stock on the New York Stock Exchange (the “NYSE”)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”) are necessary in connection with the consummation by the Company 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 (i) the execution and delivery by the Company Columbia and Merger Sub of this AgreementAgreement or (ii) the consummation by Columbia and Merger Sub of the Merger and the other transactions contemplated hereby (including the Bank Merger). As of the date hereof, Columbia has no knowledge of any reason why the necessary regulatory approvals and consents will not be received in order to permit consummation of the Mergers and Bank Merger on a timely basis.

Consents and Approvals. Except for (ia) the filing of applications applications, filings and notices, as applicable, with the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) FRB under the BHC Act and approval of such applications the applications, filings and notices, (iib) the filing of any required applications, filings or notices and notices, as applicable, with any foreignthe FDIC, federal or state banking, insurance or other regulatory authorities and approval of such the applications, filings, and notices, (c) the filing of any required applications, filings, and notices, as applicable, with any governmental agency that has authority over the mortgage production and sale business of KTYB (inclusive of Xxxxxx Xxx and Xxxxxxx Mac), and approval of the applications, filings, and notices, (d) the filing of applications, filings and notices listed notices, as applicable, with the Kentucky Department of Financial Institutions (“KDFI”) in Section 5.4 connection with the Merger and the Bank Merger and approval of the Company Disclosure Schedule (the “Other Regulatory Approvals”)applications, filings and notices, (iiie) the filing with the Securities and Exchange Commission (the “SEC”) of the proxy registration statement on Form S-4 to be filed with the SEC by SYBT in connection with the transactions contemplated by this Agreement (the “Proxy StatementS-4”) (in which the proxy statement in definitive form relating to the special meeting of the CompanyKTYB’s stockholders shareholders to be held in connection with this Agreement and the Transaction and the other transactions contemplated hereby and the filing and declaration of effectiveness of the registration statement of Parent on Form F-4 (including any amendments or supplements thereto, the “F-4Proxy Statement”) in which the Proxy Statement will be included as a prospectus prospectus), and declaration by the SEC of Parentthe effectiveness of the S-4, (ivf) the filing of the Certificate Articles of Merger with the Kentucky Secretary of State of the State of Delaware pursuant to the DGCL KBCA, and the filing of articles of merger and articles of share exchange and other appropriate merger and share exchange documents required by the laws of the Commonwealth of Virginia and the state of TexasBank Merger Certificates, (vg) 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 applicable provisions of federal and state securities laws relating to the regulation 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 applicable industry self-regulatory organization (“SRO”) or the rules of the NASD, or that are required under consumer finance, mortgage banking and other similar laws, (vii) the Company Stockholder Approval, (viii) any notices or filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) or applicable foreign antitrust, competition or similar laws, and (ix) 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 Ordinary Shares and Parent ADSs shares of SYBT Common Stock pursuant to this Agreement Agreement, (h) the filing of applications, filings and notices, as applicable, with any self-regulatory organization (“SRO”), (i) any approvals and notices required with respect to the SYBT Common Stock to be issued as part of the Merger Consideration under the rules of NASDAQ, and (j) the approval of listing the Nevada Division of such Parent Ordinary Shares and Parent ADSs on Insurance with respect to the New York Stock Exchange change in control of KTYB’s wholly-owned captive insurance subsidiary, KBI Insurance Company, Inc. (the “NYSECaptive Subsidiary”), no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental authority authority, instrumentality, Regulatory Agency, or instrumentality SRO (each a “Governmental Entity”) are necessary in connection with (1) the execution and delivery by KTYB of this Agreement or (2) the consummation by the Company KTYB of the Transaction Merger and the other transactions contemplated by this Agreementhereby (including the Bank Merger). No As of the date hereof, KTYB is not aware of any reason why the necessary regulatory approvals and consents or approvals will not be received in order to permit consummation of or filings or registrations with any Governmental Entity are necessary in connection with the execution Merger and delivery by the Company of this AgreementBank Merger on a timely basis.

Consents and Approvals. Except for (ia) the filing of applications and notices, as applicable, with the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) under the BHC Act Act, the Federal Reserve Act, as amended, and the Office of the Commissioner of Banks of the State of North Carolina and approval of such applications and notices, (iib) the filing of any required applications, filings or notices with the FDIC and any foreign, other federal or state banking, insurance or other regulatory or self-regulatory authorities or any courts, administrative agencies or commissions or other governmental authorities or instrumentalities (each a “Governmental Entity”) and approval of such applications, filings and notices listed in Section 5.4 of the Company Disclosure Schedule (the “Other Regulatory Approvals”), (iiic) the filing with the Securities and Exchange Commission (the “SEC”) of the proxy statement (the “a Proxy Statement”) Statement in definitive form relating to the special meeting of the CompanyFirst Charter’s stockholders shareholders to be held in connection with this Agreement and the Transaction and the other transactions contemplated hereby and the filing and declaration of effectiveness of the registration statement of Parent on Form F-4 by this Agreement (the “F-4Proxy Statement”) and of a registration statement on Form S-4 (the “Form S-4”) in which the Proxy Statement will be included as a prospectus prospectus, and declaration of Parenteffectiveness of the Form S-4 and the filing and effectiveness of the registration statement contemplated by Section 1.6(d), (ivd) the filing of the Ohio Certificate of Merger with the Secretary of State of the State of Delaware Ohio pursuant to the DGCL OGCL and the filing Articles of articles Merger with the Secretary of merger and articles of share exchange and other appropriate merger and share exchange documents required by the laws State of the Commonwealth State of Virginia and North Carolina pursuant to the state of TexasNCBCA, (v) any notices to or filings with the Small Business Administration (the “SBA”), (vie) 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 companies, investment advisers or transfer agents agents, and federal commodities laws relating to the regulation of futures commission merchants, commodity trading advisers, commodity pool operators or introducing brokers merchants and the rules and regulations thereunder and of any securities or futures exchange or other applicable industry self-regulatory organization (“SRO”) or ), and the rules and regulations of the NASDNasdaq Global Select Market Global Select Market, or that are required under consumer finance, mortgage banking and other similar laws, (viif) the Company Stockholder Approval, (viii) any notices or filings under the XxxxHxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) or applicable foreign antitrust), competition or similar lawsif any, and (ixg) 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 Ordinary Shares and Parent ADSs shares of Fifth Third Common Stock pursuant to this Agreement and approval of listing of such Parent Ordinary Shares and Parent ADSs Fifth Third Common Stock on the New York Stock Exchange (the “NYSE”)Nasdaq Global Select Market, 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 the consummation by the Company First Charter of the Transaction Merger 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 First Charter of this Agreement.

Consents and Approvals. Except for (i) the filing of applications and notices, as applicable, with the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) under the BHC Act and approval of such applications and notices, (iia) the filing of any required applications, filings or notices with any foreign, federal or state banking, insurance or other regulatory authorities the Federal Reserve under the BHC Act and approval of such applications, filings and notices listed in Section 5.4 notices, (b) the filing of applications, filings and notices, as applicable, with the FDIC, the North Carolina Commissioner of Banks, the South Carolina State Board of Financial Institutions, the South Carolina Office of the Company Disclosure Schedule (Commissioner of Banking and, to the “Other Regulatory Approvals”)extent required, the Virginia State Corporation Commission, and approval of or non-objection to such applications, filings and notices, (iiic) compliance with any applicable requirements of the Securities Act and the Exchange Act, including the filing with the Securities and Exchange Commission (the “SEC”) SEC of the proxy statement (the “Joint Proxy Statement”) in definitive form relating to the special meeting of the Company’s stockholders to be held in connection with this Agreement Statement and the Transaction Form S-4, and the other transactions contemplated hereby and the filing and declaration of effectiveness of the registration statement of Parent on Form F-4 (the “F-4”) in which the Proxy Statement will be included as a prospectus of ParentS-4, (ivd) the filing of the Certificate Articles of Merger with the North Carolina Secretary of State of and the State of Delaware South Carolina Secretary pursuant to the DGCL NCBCA and the SCBCA, respectively, (e) the filing of articles of merger and articles of share exchange and other appropriate merger and share exchange documents required by the laws of the Commonwealth of Virginia and the state of TexasBank Merger Certificates, (v) 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 applicable provisions of federal and state securities laws relating to the regulation 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 applicable industry self-regulatory organization (“SRO”) or the rules of the NASD, or that are required under consumer finance, mortgage banking and other similar laws, (vii) the Company Stockholder Approval, (viii) any notices or filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) or applicable foreign antitrust, competition or similar laws, and (ixf) 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 Ordinary Shares and Parent ADSs Common Stock pursuant to this Agreement and Agreement, (g) approval of listing of such Parent Ordinary Shares and Parent ADSs Common Stock on the New York Stock Exchange NASDAQ and (h) to the “NYSE”)extent required, the filing of any notices or other filings under the HSR Act, no material notices to, consents or approvals of or filings non-objections of, waivers or registrations with any courtauthorizations by, administrative agency or commission or other governmental authority or instrumentality (each a “Governmental Entity”) are necessary in connection with the consummation by the Company of the Transaction and the other transactions contemplated by this Agreement. No consents or approvals of or applications, filings or registrations with any Governmental Entity are necessary required to be made or obtained by Parent or any of its Subsidiaries in connection with (i) the execution and delivery by the Company Parent of this AgreementAgreement or (ii) the consummation by Parent of the Transactions, except for such consents, approvals, authorizations, filings or registrations that would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect on Parent.

Consents and Approvals. Except for (ia) the filing of applications and noticesany required applications, as applicable, filings or notices with the Board of Governors of the Federal Reserve System (the “Federal Reserve BoardReserve”) under the BHC Act and approval of such applications applications, filings and notices, (iib) the filing of any required applications, filings or notices and notices, as applicable, with any foreignthe FDIC, federal or state bankingthe North Carolina Commissioner of Banks, insurance or other regulatory authorities the South Carolina State Board of Financial Institutions, the South Carolina Office of the Commissioner of Banking and, to the extent required, the Virginia State Corporation Commission, and approval of or non-objection to such applications, filings and notices listed in Section 5.4 notices, (c) compliance with any applicable requirements of the Company Disclosure Schedule Securities and Exchange Act of 1934, as amended, and the rules and regulations of the SEC thereunder (the “Other Regulatory ApprovalsExchange Act”)) and the Securities Act, (iii) including the filing with the Securities and Exchange Commission SEC of (the “SEC”i) of the a joint proxy statement (the “Proxy Statement”) statement/prospectus in definitive form relating to the special meeting of the Company’s stockholders to be held in connection with this Agreement Company Shareholders Meeting and the Transaction Parent Shareholders Meeting (including any amendments and supplements thereto, the other transactions contemplated hereby “Joint Proxy Statement”) and the filing and declaration of effectiveness of the (ii) a registration statement of Parent on Form F-4 (the “F-4”) S-4 in which the Joint Proxy Statement will be included as a prospectus prospectus, to be filed by Parent in connection with the Transactions (including any amendments and supplements thereto, the “Form S-4”) and declaration of Parenteffectiveness of the Form S-4, (ivd) the filing of the Certificate Articles of Merger with the North Carolina Secretary of State of and the State of Delaware South Carolina Secretary pursuant to the DGCL NCBCA and the SCBCA, respectively, (e) the filing of articles of merger and articles of share exchange and other appropriate merger and share exchange documents required by the laws of the Commonwealth of Virginia and the state of TexasBank Merger Certificates, (v) 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 applicable provisions of federal and state securities laws relating to the regulation 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 applicable industry self-regulatory organization (“SRO”) or the rules of the NASD, or that are required under consumer finance, mortgage banking and other similar laws, (vii) the Company Stockholder Approval, (viii) any notices or filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) or applicable foreign antitrust, competition or similar laws, and (ixf) 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 Ordinary Shares and Parent ADSs Common Stock pursuant to this Agreement and Agreement, (g) approval of listing of such Parent Ordinary Shares and Parent ADSs Common Stock on the New York Stock Exchange NASDAQ and (h) to the extent required, the filing of any notices or other filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “NYSEHSR Act”), no notices to, consents or approvals of or non-objections of, waivers or authorizations by, or applications, filings or registrations with any foreign, federal, state or local court, administrative agency agency, arbitrator or commission or other governmental governmental, prosecutorial, regulatory authority or instrumentality or SRO (each each, a “Governmental Entity”) are necessary in connection with the consummation required to be made or obtained by the Company or any 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 its Subsidiaries in connection (i) with the execution and delivery by the Company of this Agreement or (ii) the consummation by the Company of the Transactions, except for such consents, approvals, authorizations, filings or registrations that would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect on the Company. As used in this Agreement, “SRO” means (i) any “self regulatory organization” as defined in Section 3(a)(26) of the Exchange Act and (ii) any other United States or foreign securities exchange, futures exchange, commodities exchange or contract market. The only material third-party consents necessary in connection with (A) the execution and delivery by the Company of this Agreement and (B) the consummation of the Transactions not referenced above are set forth in Section 3.4 of the Company Disclosure Schedules.

Consents and Approvals. Except for (i) the filing of applications and notices, as applicable, with the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) under the BHC Act and the Federal Reserve Act, as amended, and approval of such applications and notices, and, in connection with the merger of the national bank Subsidiaries of Unizan and Huntington, the filing of applications and notices, as applicable, with the Office of the Comptroller of the Currency (the “OCC”), and approval of such applications and notice, (ii) the filing of any required applications, filings applications or notices with any foreign, federal foreign or state banking, insurance or other regulatory authorities and approval of such applications, filings applications and notices listed in Section 5.4 of the Company Disclosure Schedule (the “Other Regulatory Approvals”), (iii) the filing with the Securities and Exchange Commission (the “SEC”) of the proxy statement (the “a Proxy Statement”) Statement in definitive form relating to the special meeting meetings of the CompanyUnizan’s stockholders shareholders to be held in connection with this Agreement and the Transaction and the other transactions contemplated hereby and the filing and declaration of effectiveness of the registration statement of Parent on Form F-4 by this Agreement (the “F-4Proxy Statement”) and of a registration statement on Form S-4 (the “Form S-4”) in which the Proxy Statement will be included as a prospectus prospectus, and declaration of Parenteffectiveness of the Form S-4, (iv) the filing of the Articles of Merger with the Maryland Department of Assessments and Taxation pursuant to the MGCL and the issuance by the Maryland Secretary of a Certificate of Merger and the filing of the Certificate of Merger with the Secretary of State of the State of Delaware Ohio pursuant to the DGCL and the filing of articles of merger and articles of share exchange and other appropriate merger and share exchange documents required by the laws of the Commonwealth of Virginia and the state of TexasOGCL, (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 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 applicable industry self-regulatory organization (“SRO”) or ), and the rules of the NASDNasdaq, or that are required under consumer finance, mortgage banking and other similar laws, (vii) the Company Stockholder Approval, (viii) any notices or filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) or applicable foreign antitrust, competition or similar laws, and (ix) 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 Ordinary Shares and Parent ADSs shares of Huntington Common Stock pursuant to this Agreement and Agreement, (ix) the approval of listing this Agreement by the requisite vote of such Parent Ordinary Shares shareholders of Unizan and Parent ADSs on (x) filings, if any, required as a result of the New York Stock Exchange (the “NYSE”)particular status of Huntington, 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 (A) the execution and delivery by Unizan of this Agreement and (B) the consummation by the Company Unizan of the Transaction Merger 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 of this Agreement.

Consents and Approvals. Except for (ia) the filing of applications any required applications, filings and notices, as applicable, with the NASDAQ, (b) the filing of any required applications, filings and notices, as applicable, with the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) under the BHC Act and approval of such applications applications, filings and notices, (iic) the filing of any required applications, filings and notices, as applicable, with the FDIC, and approval of such applications, filings and notices, (d) the filing of any required applications, filings or notices with any foreign, federal state banking or state banking, insurance authorities listed on Section 3.4 of the Umpqua Disclosure Schedule or other regulatory authorities Section 4.4 of the Columbia Disclosure Schedule and approval of such applications, filings and notices listed in Section 5.4 of the Company Disclosure Schedule (the “Other Regulatory Approvals”)notices, (iiie) the filing with the Securities and Exchange Commission (the “SEC”) of the a joint proxy statement (the “Proxy Statement”) in definitive form relating to the special meeting meetings of the CompanyUmpqua’s stockholders and Columbia’s shareholders to be held in connection with this Agreement and the Transaction and the other transactions contemplated hereby (including any amendments or supplements thereto, the “Joint Proxy Statement”), and the filing and declaration of effectiveness of the registration statement of Parent on Form F-4 (the “F-4”) S-4 in which the Joint Proxy Statement will be included as a prospectus prospectus, to be filed with the SEC by Columbia in connection with the transactions contemplated by this Agreement (the “S-4”) and the declaration of Parenteffectiveness of the S-4, (ivf) the filing of the Certificate Columbia Articles Amendment with the Washington Secretary, the Articles of Merger with the Delaware Secretary of State of pursuant to DGCL and the State of Delaware Oregon Secretary pursuant to the DGCL OBCA, and the Oregon Articles of Merger with the Oregon Secretary pursuant to the OBCA, the filing of the Washington Articles of Merger with the Washington Secretary pursuant to the WBCA, and the filing of articles of merger and articles of share exchange and other appropriate merger and share exchange documents required by the laws of the Commonwealth of Virginia and the state of Texas, (v) 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 applicable provisions of federal and state securities laws relating to the regulation 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 applicable industry self-regulatory organization (“SRO”) or the rules of the NASD, or that are required under consumer finance, mortgage banking and other similar laws, (vii) the Company Stockholder Approval, (viii) any notices or filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) or applicable foreign antitrust, competition or similar laws, Bank Merger Certificates and (ixg) 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 Ordinary Shares and Parent ADSs shares of Columbia Common Stock pursuant to this Agreement and the approval of the listing of such Parent Ordinary Shares and Parent ADSs Columbia Common Stock on the New York Stock Exchange (the “NYSE”)NASDAQ, 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 (i) the execution and delivery by Umpqua of this Agreement or (ii) the consummation by the Company Umpqua of the Transaction Mergers and the other transactions contemplated by this Agreementhereby (including the Bank Merger). No As of the date hereof, Umpqua has no knowledge of any reason why the necessary regulatory approvals and consents or approvals will not be received in order to permit consummation of or filings or registrations with any Governmental Entity are necessary in connection with the execution Mergers and delivery by the Company of this AgreementBank Merger on a timely basis.

Consents and Approvals. Except for (ia) the filing of applications applications, filings, certificates and notices, as applicable, with the Board NASDAQ and the approval of Governors the listing on the NASDAQ of the shares of Parent Common Stock to be issued as the Stock Consideration pursuant to this Agreement, (b) the filing of applications, filings, certificates and notices, as applicable, with the Federal Reserve System (the “Federal Reserve Board”) Board under the BHC Act and approval or waiver of such applications applications, filings and notices, (iic) the filing of any required applications, filings or notices filings, certificates and notices, as applicable, with any foreignthe Office of the Comptroller of the Currency (the “OCC”) in connection with the Bank Mergers, federal or state bankingincluding filing of the notice of consummation with the OCC pursuant to the National Bank Act, insurance or other regulatory authorities and approval of such applications, filings and notices listed in Section 5.4 notices, (d) the filing of applications, filings and notices, as applicable, with (i) the Delaware Office of the Company Disclosure Schedule State Bank Commissioner (the “Other Regulatory ApprovalsDE Bank Commissioner”)) under the Xxxxxx-Xxxx Interstate Banking and Branching Efficiency Act (the “Xxxxxx-Xxxx Act”) and such other banking Laws as may be required in connection with the TBOD Bank Merger, and approval of such applications, filings and notices, (ii) the Virginia Bureau of Financial Institutions (the “VA BFI”) under the Xxxxxx-Xxxx Act and such other banking Laws as may be required in connection with the VPB Bank Merger, and approval of such applications, filings and notices, and (iii) the Maryland Office of the Commissioner of Financial Regulation (the “MD OCFR”) under the Maryland Financial Institutions Code section 5-903(c) and such other banking Laws as may be required in connection with the transactions contemplated hereby, and approval of such 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”), and (ii) the registration statement on Form S-4 in which both the proxy statement (the “Proxy Statement”) in definitive form relating to the special meeting of the Company’s stockholders to be held in connection with this Agreement and the Transaction and the other 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 by Parent in connection with the transactions contemplated by this Agreement (the “S-4”) and declaration of effectiveness of the registration statement of Parent on Form F-4 (the “F-4”) in which the Proxy Statement will be included as a prospectus of ParentS-4, (ivf) the filing of the First-Step Merger Certificate of Merger with the Secretary of State Maryland Department pursuant to the MGCL, (g) the filing of the State of Second-Step Merger Certificates with the Delaware pursuant to Secretary and the Maryland Department in accordance with the DGCL and the MGCL, respectively, (h) the filing of articles of merger and articles of share exchange and other appropriate merger and share exchange documents required by the laws of the Commonwealth of Virginia and the state of Texas, (v) 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 applicable provisions of federal and state securities laws relating to the regulation 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 applicable industry self-regulatory organization (“SRO”) or the rules of the NASD, or that are required under consumer finance, mortgage banking and other similar laws, (vii) the Company Stockholder Approval, (viii) any notices or filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) or applicable foreign antitrust, competition or similar laws, Bank Merger Certificates and (ixi) 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 Ordinary Shares and Parent ADSs Common Stock pursuant to this Agreement and approval of listing of such Parent Ordinary Shares and Parent ADSs on the New York Stock Exchange (the “NYSE”)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 the consummation by the Company 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 (A) the execution and delivery by the Company of this Agreement, (B) the consummation by the Company of the Integrated Mergers and the other transactions contemplated hereby, (C) the execution and delivery by each of TBOD and VPB of the TBOD Bank Merger Agreement and VPB Bank Merger Agreement, respectively or (D) the consummation by each of the TBOD and VPB of the TBOD Bank Merger and VPB Bank Merger, respectively.

Consents and Approvals. Except for (ia) the filing of applications and notices, as applicable, with the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) under the BHC Act FRB and approval of such applications and notices, by the FRB; (iib) the filing of any required applications, filings or notices applications with any foreign, federal or state banking, insurance or other regulatory authorities the FDIC and approval or non-objection of such applications, filings applications by the FDIC and notices listed in Section 5.4 of the Company Disclosure Schedule (the “Other Regulatory Approvals”)any other Governmental Entity, (iiic) the filing with the Securities and Exchange Commission (the “SEC”) SEC of the proxy statement (the “Proxy Statement”) in definitive form relating to the special meeting of the Company’s stockholders to be held in connection with this Agreement and the Transaction and the other transactions contemplated hereby and the filing and declaration of effectiveness of the registration statement of Parent on Form F-4 (the “F-4”) in which the Proxy Statement will be included as a prospectus and the S-4; (d) the filing of Parent, applications with the NJDBI and approval of such applications by the NJDBI; (ive) the adoption of this Agreement by the requisite vote of the stockholders of Pamrapo and the adoption of the Bank Merger Agreement by the requisite vote of stockholders of Pamrapo Bank; (f) the filing of the Certificate of Merger with the New Jersey Secretary of State State; (g) the approval by the NASDAQ Stock Market of the State listing of Delaware the additional shares of BCB Common Stock on the NASDAQ Global Market to be issued pursuant to Article II hereof; (h) the DGCL adoption of this Agreement by the requisite vote of the stockholders of BCB and (i) such filings, authorizations or approvals as may be set forth in Schedule 4.4 of the filing BCB Disclosure Schedules with a Governmental Entity to satisfy the applicable requirements of articles of merger and articles of share exchange and other appropriate merger and share exchange documents required by the laws of the Commonwealth of Virginia and the states in which BCB is qualified or licensed to do business or state of Texas, (v) 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 applicable provisions of federal and state securities laws relating to the regulation 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 applicable industry self-regulatory organization (“SRO”) or the rules of the NASD, or that are required under consumer finance, mortgage banking and other similar laws, (vii) the Company Stockholder Approval, (viii) any notices or filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) or applicable foreign antitrust, competition or similar laws, and (ix) such filings and approvals as are required to be made or obtained under the securities or “Blue Skyblue sky” laws of various states in connection with the issuance of the Parent Ordinary Shares and Parent ADSs pursuant to this Agreement and approval of listing of such Parent Ordinary Shares and Parent ADSs on the New York Stock Exchange (the “NYSE”)laws, 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 BCB of this Agreement and (2) the consummation by the Company BCB of the Transaction Merger 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 of this Agreementhereby.

Consents and Approvals. Except for (ia) the filing of applications applications, filings, certificates and notices, as applicable, with the Board NASDAQ and the approval of Governors the listing on the NASDAQ of the shares of Parent Common Stock to be issued as the Stock Consideration pursuant to this Agreement, (b) the filing of applications, filings, certificates and notices, as applicable, with the Federal Reserve System (the “Federal Reserve Board”) Board under the BHC Act and approval or waiver of such applications applications, filings and notices, (iic) the filing of any required applications, filings or notices filings, certificates and notices, as applicable, with any foreignthe OCC in connection with each of the Bank Mergers, federal or state bankingincluding filing of the notice of consummation with the OCC pursuant to the National Bank Act, insurance or other regulatory authorities and approval of such applications, filings and notices listed in Section 5.4 of the Company Disclosure Schedule (the “Other Regulatory Approvals”)notices, (d) the filing of applications, filings and notices, as applicable, with (i) the DE Bank Commissioner under the Xxxxxx-Xxxx Act and such other banking Laws as may be required in connection with the TBOD Bank Merger, and approval of such applications, filings and notices, (ii) the VA BFI under the Xxxxxx-Xxxx Act and such other banking Laws as may be required in connection with the VPB Bank Merger, and approval of such applications, filings and notices, and (iii) the MD OCFR under the Maryland Financial Institutions Code section 5-903(c) and such other banking Laws as may be required in connection with the transactions contemplated hereby, and approval of such applications, filings and notices, (e) the filing with the Securities and Exchange Commission SEC of (the “SEC”i) any filings that are necessary under applicable requirements of the proxy statement Exchange Act and (ii) the “Proxy Statement”) in definitive form relating to the special meeting of the Company’s stockholders to be held in connection with this Agreement and the Transaction and the other transactions contemplated hereby and the filing S-4 and declaration of effectiveness of the registration statement of Parent on Form F-4 (the “F-4”) in which the Proxy Statement will be included as a prospectus of ParentS-4, (ivf) the filing of the First-Step Merger Certificate of Merger with the Secretary of State Maryland Department pursuant to the MGCL, (g) the filing of the State of Second-Step Merger Certificates with the Delaware pursuant to Secretary and the Maryland Department in accordance with the DGCL and the MGCL, respectively, (h) the filing of articles of merger and articles of share exchange and other appropriate merger and share exchange documents required by the laws each of the Commonwealth of Virginia and the state of Texas, (v) 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 applicable provisions of federal and state securities laws relating to the regulation 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 applicable industry self-regulatory organization (“SRO”) or the rules of the NASD, or that are required under consumer finance, mortgage banking and other similar laws, (vii) the Company Stockholder Approval, (viii) any notices or filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) or applicable foreign antitrust, competition or similar laws, Bank Merger Certificates and (ixi) 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 Ordinary Shares and Parent ADSs Common Stock pursuant to this Agreement and approval of listing of such Parent Ordinary Shares and Parent ADSs on the New York Stock Exchange (the “NYSE”)Agreement, no consents or approvals of or filings or registrations with any court, administrative agency Governmental Entity or commission or any other governmental authority or instrumentality (each a “Governmental Entity”) third party are necessary in connection with (A) the execution and delivery by Parent or Merger Sub of this Agreement, (B) the consummation by the Company Parent or Merger Sub of the Transaction Integrated Mergers and the other transactions contemplated by this Agreement. No consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with hereby, (C) the execution and delivery by Parent Bank of each of the Company Bank Merger Agreements or (D) the consummation by Parent Bank of this Agreementeach of the Bank Mergers.

Consents and Approvals. Except for (i) the filing of applications applications, filings and notices, as applicable, with the Board NASDAQ and/or the NYSE, (ii) the filing of Governors of applications, filings and notices, as applicable, with the Federal Reserve System (the “Federal Reserve Board”) Board under the BHC Act and approval of such applications applications, filings and notices, (iiiii) the filing of applications, filings and notices, as applicable, with the Office of the Comptroller of the Currency in connection with the Bank Merger, including under the Bank Merger Act, and approval of such applications, filings and notices, (iv) the filing of any required applications, filings or notices with any foreign, federal state banking authorities listed on Section 3.4 of the FirstMerit Disclosure Schedule or state banking, insurance or other regulatory authorities Section 4.4 of the Huntington Disclosure Schedule and approval of such applications, filings and notices listed in Section 5.4 of the Company Disclosure Schedule (the “Other Regulatory Approvals”)notices, (iiiv) the filing with the Securities and Exchange Commission (the “SEC”) SEC of the proxy statement (the “Joint Proxy Statement”) in definitive form relating to the special meeting of the Company’s stockholders to be held in connection with this Agreement Statement and the Transaction and the other transactions contemplated hereby and the filing and declaration of effectiveness of the registration statement of Parent on Form F-4 (the “F-4”) S-4 in which the Joint Proxy Statement will be included as a prospectus prospectus, and declaration of Parenteffectiveness of the S-4, (ivvi) the filing of the Certificate of Merger and the Second Certificate of Merger with the Ohio Secretary of State of the State of Delaware pursuant to the DGCL OGCL, the filing of the Maryland Articles of Merger with the Maryland Department pursuant to the MGCL, and the filing of articles of merger and articles of share exchange and other appropriate merger and share exchange documents required by the laws of the Commonwealth of Virginia and the state of Texas, (v) 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 applicable provisions of federal and state securities laws relating to the regulation 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 applicable industry self-regulatory organization (“SRO”) or the rules of the NASD, or that are required under consumer finance, mortgage banking and other similar lawsBank Merger Certificates, (vii) the Company Stockholder Approvalfiling with, and acceptance for record by, the Maryland Department of Articles Supplementary for the New Huntington Preferred Stock, (viii) the filing of any notices or other filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) , if necessary or applicable foreign antitrust, competition or similar lawsadvisable, and (ix) 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 Ordinary Shares and Parent ADSs shares of Huntington Common Stock pursuant to this Agreement and the approval of the listing of such Parent Ordinary Shares and Parent ADSs Huntington Common Stock on the NASDAQ and the New York Huntington Preferred Stock Exchange (on the “NYSE”)NYSE or 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 (A) the execution and delivery by Huntington of this Agreement or (B) the consummation by the Company Huntington of the Transaction Merger and the other transactions contemplated by this Agreementhereby (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 Merger Sub of this Agreement. As of the date hereof, Huntington is not aware of any reason why the necessary regulatory approvals and consents will not be received in order to permit consummation of the Mergers and Bank Merger on a timely basis.

Consents and Approvals. Except for (i) the filing of applications and notices, as applicable, with the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) under the BHC Act and approval of such applications and notices, (iia) the filing of any required applications, filings and notices, as applicable, with the Nasdaq, (b) the filing of any required applications, filings, waiver requests and notices, as applicable, with the Federal Reserve Board under the BHC Act and approval or notices waiver of such applications, filings, waiver requests and notices, (c) the filing of any required applications, filings and notices, as applicable, with the OCC under the Bank Merger Act of 1960, and approval or waiver of such applications, filings and notices, (d) the filing of any required applications, filings and notices, as applicable, with any foreignstate bank regulatory authority with respect to South State Bank’s establishment and operation of Atlantic Capital Bank’s branches and other offices following the Bank Merger Effective Time, federal and the approvals or state bankingwaivers of such applications, insurance filings and notices, (e) the filing of any required applications, filings and notices, as applicable, with each Applicable Agency and the receipt of any required consents or other regulatory authorities approvals from each Applicable Agency, (f) those additional applications, filings and notices, if any, listed on Section 3.4 of the Atlantic Capital Disclosure Schedule or Section 4.4 of the South State Disclosure Schedule and approval of such applications, filings and notices listed in Section 5.4 of the Company Disclosure Schedule (the “Other Regulatory Approvals”)notices, (iiig) the filing with the Securities and Exchange Commission (the “SEC”) SEC of the proxy statement (the “Proxy Statement”) in definitive form relating to , and the special meeting S-4, and the declaration by the SEC of the Company’s stockholders to be held in connection with this Agreement and the Transaction and the other transactions contemplated hereby and the filing and declaration of effectiveness of the registration statement of Parent on Form F-4 (the “F-4”) in which the Proxy Statement will be included as a prospectus of ParentS-4, (ivh) the filing of the Certificate Certificates of Merger with the Georgia Secretary of State of the State of Delaware pursuant to the DGCL GBCC and the South Carolina Secretary pursuant to the SCBCA, the filing of articles of merger and articles of share exchange and other appropriate merger and share exchange documents required by the laws of the Commonwealth of Virginia and the state of Texas, (v) any notices to or filings with the Small Business Administration (the “SBA”), (vi) any consents, authorizations, approvals, filings or exemptions in connection with compliance Bank Merger Certificates with the applicable provisions of federal and state securities laws relating to the regulation 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 Governmental Entities as required by applicable industry self-regulatory organization (“SRO”) or the rules of the NASD, or that are required under consumer finance, mortgage banking and other similar laws, (vii) the Company Stockholder Approval, (viii) any notices or filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) or applicable foreign antitrust, competition or similar lawslaw, and (ixi) 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 Ordinary Shares and Parent ADSs shares of South State Common Stock pursuant to this Agreement and the approval of the listing of such Parent Ordinary Shares and Parent ADSs South State Common Stock on the New York Stock Exchange (the “NYSE”)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”) are necessary in connection with the consummation by the Company 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 (i) the execution and delivery by the Company South State of this AgreementAgreement or (ii) the consummation by South State of the Merger and the other transactions contemplated hereby (including the Bank Merger). As of the date hereof, South State has no knowledge of any reason why the necessary regulatory approvals and consents will not be received by South State to permit consummation of the Merger and the Bank Merger on a timely basis.

Consents and Approvals. Except for (i) the filing of applications applications, filings and notices, as applicable, with the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) under the BHC Act and approval of such applications applications, filings and notices, (ii) the filing of applications, filings and notices, as applicable, with the 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, filings and notices, (iii) the filing of applications, filings and notices, as applicable, with the FDIC, the North Carolina Commissioner of Banks and the Pennsylvania Department of Banking in connection with the Bank Merger, including under the Bank Merger Act, and approval of such applications, filings and notices, (iv) the filing of any required applications, filings or notices with any foreign, federal state banking authorities listed on Section 3.4 of the National Penn Disclosure Schedule or state banking, insurance or other regulatory authorities Section 4.4 of the Parent Disclosure Schedule and approval of such applications, filings and notices listed in Section 5.4 of the Company Disclosure Schedule (the “Other Regulatory Approvals”)notices, (iiiv) the filing with the Securities and Exchange Commission (the “SEC”) of the proxy statement (the “a Proxy Statement”) Statement in definitive form relating to the special meeting of the CompanyNational Penn’s stockholders shareholders to be held in connection with this Agreement and the Transaction and the other transactions contemplated hereby (including any amendments or supplements thereto, the “Proxy Statement”), and the filing and declaration of effectiveness of the registration statement of Parent on Form F-4 (the “F-4”) S-4 in which the Proxy Statement will be included as a prospectus prospectus, to be filed with the SEC by Parent in connection with the transactions contemplated by this Agreement (the “S-4”) and declaration of Parenteffectiveness of the S-4, (ivvi) the filing of the Certificate Certificates of Merger with the North Carolina Secretary of State of the State of Delaware pursuant to the DGCL NCBCA and the Pennsylvania Department pursuant to the PBCL and the filing of articles of merger and articles of share exchange and other appropriate merger and share exchange documents required by the laws of the Commonwealth of Virginia and the state of Texas, (v) 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 applicable provisions of federal and state securities laws relating to the regulation 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 applicable industry self-regulatory organization (“SRO”) or the rules of the NASD, or that are required under consumer finance, mortgage banking and other similar lawsBank Merger Certificates, (vii) the Company Stockholder Approval, (viii) filing of any notices or other filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) or applicable foreign antitrust, competition or similar laws, and (ixviii) 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 Ordinary Shares and Parent ADSs Common Stock pursuant to this Agreement and the approval of the listing of such Parent Ordinary Shares and Parent ADSs Common Stock on the New York Stock Exchange (the “NYSE”), 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 (A) the execution and delivery by National Penn of this Agreement or (B) the consummation by the Company National Penn of the Transaction Merger and the other transactions contemplated by hereby (including the Bank Merger). As used in this Agreement, “SRO” means (i) any “self-regulatory organization” as defined in Section 3(a)(26) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and (ii) any other United States or foreign securities exchange, futures exchange, commodities exchange or contract market. No As of the date hereof, National Penn is not aware of any reason why the necessary regulatory approvals and consents or approvals will not be received in order to permit consummation of or filings or registrations with any Governmental Entity are necessary in connection with the execution Merger and delivery by the Company of this AgreementBank Merger on a timely basis.

Consents and Approvals. Except for (i) the filing of applications and notices, as applicable, with the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) under the BHC Act and the Federal Reserve Act, as amended, and approval of such applications and notices, (ii) the filing of any required applications, filings applications or notices with any foreignother federal, federal state or state banking, insurance foreign agencies or other regulatory authorities and approval of such applications, filings applications and notices listed in Section 5.4 of the Company Disclosure Schedule (the “Other Regulatory Approvals”), (iii) the filing with the Securities and Exchange Commission (the “SEC”) of the proxy statement (the “a Proxy Statement”) /Prospectus in definitive form relating to the special meeting of the Company’s stockholders First National Bankshares’ shareholders to be held in connection with this Agreement and the Transaction and the other transactions contemplated hereby (the “Proxy Statement/Prospectus”), and of the filing registration statement on Form S-4 (the “Form S-4”) in which the Proxy Statement/Prospectus will be included as a prospectus, and declaration of effectiveness of the registration statement of Parent on Form F-4 (the “F-4”) in which the Proxy Statement will be included as a prospectus of ParentS-4, (iv) the filing of the Certificate of Merger with the Ohio Secretary of State of the State of Delaware pursuant to the DGCL OGCL and the filing of articles Articles of merger and articles of share exchange and other appropriate merger and share exchange documents required by Merger with the laws of Florida Secretary pursuant to the Commonwealth of Virginia and the state of TexasFBCA, (v) any notices to or filings with the Small Business Administration (the “SBA”), (vi) any notice 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 companies, investment advisers or transfer agents agents, and federal commodities laws relating to the regulation of futures commission merchants, commodity trading advisers, commodity pool operators or introducing brokers merchants and the rules and regulations thereunder and of any securities or futures exchange or other applicable industry self-regulatory organization (“SRO”) or ), and the rules of the NASDThe New York Stock Exchange, Inc. (“NYSE”) or The Nasdaq Stock Market, Inc., or that which are required under insurance, consumer finance, mortgage banking and other similar laws, (vii) the Company Stockholder Approval, laws and (viii) any notices or filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) or applicable foreign antitrust, competition or similar laws, and (ix) 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 Ordinary Shares and Parent ADSs shares of Fifth Third Common Stock pursuant to this Agreement and approval of listing of such Parent Ordinary Shares and Parent ADSs on the New York Stock Exchange (the “NYSE”)Agreement, 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 other third party, are necessary in connection with the consummation by the Company Fifth Third of the Transaction Merger 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 of this Agreementhereby.

Consents and Approvals. Except for (ia) the filing of applications any required applications, filings and notices, as applicable, with the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) Board under the BHC Act and approval of such applications applications, filings and notices, (iib) the filing of any required applications, filings and notices, as applicable, with the FDIC and the NCCOB in connection with the Bank Merger, and approval of such applications, filings and notices, (c) the filing of any required applications, filings or notices with FINRA and approval of such applications, filings and notices, (d) the filing of any required applications, filings or notices with any foreign, federal or state banking, insurance or other regulatory authorities listed on Section 3.4 of the CIT Disclosure Schedule or Section 4.4 of the BancShares Disclosure Schedule and approval of such applications, filings and notices listed in Section 5.4 of the Company Disclosure Schedule (the “Other Regulatory Approvals”)notices, (iiie) the filing of any required applications, filings and notices, as applicable, with Nasdaq, (f) the filing by BancShares with the Securities and Exchange Commission (the “SEC”) SEC of the proxy statement (the “Joint Proxy Statement”) in definitive form relating to the special meeting of the Company’s stockholders to be held in connection with this Agreement Statement and the Transaction and the other transactions contemplated hereby and the filing and declaration of effectiveness of the registration statement of Parent on Form F-4 (the “F-4”) S-4 in which the Joint Proxy Statement will be included as a prospectus prospectus, and the declaration of Parenteffectiveness of the S-4, (ivg) the filing of the DE Certificate of Merger with the Delaware Secretary pursuant to the DGCL, the filing of the Second Step NC Articles of Merger with the North Carolina Secretary of State pursuant to the NCBCA, the filing of the Second Step DE Certificate of Merger with the Delaware Secretary pursuant to the DGCL, the filing of the Bank Merger Certificates with the applicable Governmental Entities as required by applicable law, and the filing of the Certificate of Merger Designations for the New BancShares Preferred Stock with the Secretary of State of the State of Delaware pursuant to the DGCL and the filing of articles of merger and articles of share exchange and other appropriate merger and share exchange documents required by the laws of the Commonwealth of Virginia and the state of TexasSecretary, (v) 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 applicable provisions of federal and state securities laws relating to the regulation 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 applicable industry self-regulatory organization (“SRO”) or the rules of the NASD, or that are required under consumer finance, mortgage banking and other similar laws, (vii) the Company Stockholder Approval, (viii) any notices or filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) or applicable foreign antitrust, competition or similar laws, and (ixh) 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 Ordinary Shares shares of BancShares Class A Common Stock and Parent ADSs New BancShares Preferred Stock pursuant to this Agreement and the approval of the listing of such Parent Ordinary Shares BancShares Class A Common Stock and Parent ADSs New BancShares Series C Preferred Stock on the New York Stock Exchange Nasdaq, and (the “NYSE”), no consents or approvals of or i) such filings or registrations with any court, administrative agency or commission or other governmental authority or instrumentality (each a “Governmental Entity”) are necessary as may be required in connection with BancShares assuming the consummation by Senior and Subordinated Notes and CIT’s covenants, agreements, and obligations under and relating to the Company 2012 Indenture and 2018 Indenture, if any, in each case subject to the terms and conditions of the Transaction 2012 Indenture and the other transactions contemplated by this Agreement. No 2018 Indenture, as applicable, no consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with (i) the execution execution, delivery and delivery performance by the Company BancShares Parties of this Agreement or the execution, delivery, or performance by FCB of the Bank Merger Agreement, or (ii) the consummation by the BancShares Parties of the Merger and the Second Step Merger and the other transactions contemplated hereby (including the Bank Merger). No BancShares Party is aware of any reason why the necessary regulatory approvals and consents will not be received by the applicable BancShares Party to permit consummation of the Merger, the Second Step Merger, and Bank Merger on a timely basis.

Consents and Approvals. Except for (i) 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 “Federal Reserve Board”) Board under the BHC Act and approval of such applications applications, filings and notices, (iiiii) the filing of applications, filings and notices, as applicable, with the Federal Reserve Board, the ODFI and the IDFI in connection with the Bank Merger, including under the Bank Merger Act, and approval of such applications, filings and notices, (iv) the filing of any required applications, filings or notices with any foreign, federal state banking authorities listed on Section 3.4 of the MainSource Disclosure Schedule or state banking, insurance or other regulatory authorities Section 4.4 of the First Financial Disclosure Schedule and approval of such applications, filings and notices listed in Section 5.4 of the Company Disclosure Schedule (the “Other Regulatory Approvals”)notices, (iiiv) the filing with the Securities and Exchange Commission (the “SEC”) SEC of the proxy statement (the “Joint Proxy Statement”) in definitive form relating to the special meeting of the Company’s stockholders to be held in connection with this Agreement Statement and the Transaction and the other transactions contemplated hereby and the filing and declaration of effectiveness of the registration statement of Parent on Form F-4 (the “F-4”) S-4 in which the Joint Proxy Statement will be included as a prospectus prospectus, and declaration of Parenteffectiveness of the S-4, (ivvi) the filing of the Certificate Articles of Merger with the Indiana Secretary of State of the State of Delaware pursuant to the DGCL IBCL and the certificate of merger with the Ohio Secretary pursuant to the OGCL, and the filing of articles of merger and articles of share exchange and other appropriate merger and share exchange documents required by the laws of the Commonwealth of Virginia and the state of Texas, (v) 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 applicable provisions of federal and state securities laws relating to the regulation 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 applicable industry self-regulatory organization (“SRO”) or the rules of the NASD, or that are required under consumer finance, mortgage banking and other similar laws, (vii) the Company Stockholder Approval, (viii) any notices or filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) or applicable foreign antitrust, competition or similar lawsBank Merger Certificates, and (ixvii) 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 Ordinary Shares and Parent ADSs shares of First Financial Common Stock pursuant to this Agreement and the approval of the listing of such Parent Ordinary Shares and Parent ADSs First Financial Common Stock on the New York Stock Exchange (the “NYSE”)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”) are necessary in connection with the consummation by the Company 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 (A) the execution and delivery by the Company First Financial of this AgreementAgreement or (B) the consummation by First Financial of the Merger and the other transactions contemplated hereby (including the Bank Merger). As of the date hereof, First Financial 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. Except for (ia) the filing of applications applications, filings and notices, as applicable, with the Board New York Stock Exchange, (b) the filing of Governors of applications, filings and notices, as applicable, with the Federal Reserve System (Board in connection with the “Federal Reserve Board”) under Merger and the BHC Act Bank Merger and approval of such applications applications, filings and notices, (iic) the filing of applications, filings and notices, as applicable, with the Georgia Department of Banking and Finance in connection with the Merger and the Bank Merger and approval of such applications, filings and notices, (d) the filing of any required applications, filings or notices with any foreign, federal state banking authorities listed on Section 3.4 of the Company Disclosure Schedule or state banking, insurance or other regulatory authorities Section 4.4 of the Parent Disclosure Schedule and approval of such applications, filings and notices listed in Section 5.4 of the Company Disclosure Schedule (the “Other Regulatory Approvals”)notices, (iiie) the filing with the Securities and Exchange Commission (the “SEC”) of the a joint proxy statement (the “Proxy Statement”) in definitive form relating to the special meeting meetings of the Company’s stockholders and Parent’s shareholders to be held in connection with this Agreement and the Transaction and the other transactions contemplated hereby (including any amendments or supplements thereto, the “Joint Proxy Statement”), and the filing and declaration of effectiveness of the registration statement of Parent on Form F-4 (the “F-4”) S-4 in which the Joint Proxy Statement will be included as a prospectus prospectus, to be filed with the SEC by Parent in connection with the transactions contemplated by this Agreement (the “S-4”) and declaration by the SEC of Parentthe effectiveness of the S-4, (ivf) the filing of the Certificate of Merger with the Delaware Secretary of State of the State of Delaware pursuant to the DGCL DGCL, and the filing of articles of merger and articles of share exchange and other appropriate merger and share exchange documents required by the laws of the Commonwealth of Virginia and the state of TexasBank Merger Certificates, (v) 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 applicable provisions of federal and state securities laws relating to the regulation 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 applicable industry self-regulatory organization (“SRO”) or the rules of the NASD, or that are required under consumer finance, mortgage banking and other similar laws, (vii) the Company Stockholder Approval, (viii) any notices or filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) or applicable foreign antitrust, competition or similar laws, and (ixg) 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 Ordinary Shares and Parent ADSs Common Stock pursuant to this Agreement and (h) the approval of the listing of such Parent Ordinary Shares and Parent ADSs Common Stock on the New York Stock Exchange (the “NYSE”)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 the consummation by the Company 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 (i) the execution and delivery by the Company of this AgreementAgreement or (ii) the consummation by the Company of the Merger and the other transactions contemplated hereby (including the Bank Merger). As of the date hereof, the 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 Bank Merger on a timely basis.

Consents and Approvals. Except for (i) the filing of applications applications, filings and notices, as applicable, with the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) under the BHC Act and approval of such applications applications, filings and notices, (ii) the filing of any required applications, filings or notices and notices, as applicable, with any foreignthe Federal Reserve in connection with the Bank Merger, federal or state bankingincluding under the Bank Merger Act, insurance or other regulatory authorities and approval of such applications, filings and notices listed in Section 5.4 notices, (iii) the filing of applications, filings and notices, as applicable, with the Maryland Office of the Company Disclosure Schedule Commissioner of Financial Regulation (the “Other Regulatory ApprovalsMaryland Office”)) and the Virginia Bureau of Financial Institutions (“Virginia Bureau”) in connection with the Bank Merger and approval of such applications, filings and notices, (iiiiv) the filing with the Securities and Exchange Commission (the “SEC”) of the a proxy statement (the “Proxy Statement”) in definitive form relating to the special meeting meetings of the Company’s and Parent’s stockholders to be held in connection with this Agreement and the Transaction and the other transactions contemplated hereby (including any amendments or supplements thereto, the “Joint Proxy Statement”), and the filing and declaration of effectiveness of the registration statement of Parent on Form F-4 (the “F-4”) S-4 in which the Proxy Statement will be included as a prospectus prospectus, to be filed with the SEC by Parent in connection with the transactions contemplated by this Agreement (including any amendments or supplements thereto, the “Form S-4”) and declaration of Parent, (iv) the filing effectiveness of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL and the filing of articles of merger and articles of share exchange and other appropriate merger and share exchange documents required by the laws of the Commonwealth of Virginia and the state of TexasForm S-4, (v) any notices other filings and reports as required pursuant to or filings with the Small Business Administration Securities Exchange Act of 1934, as amended (the “SBAExchange Act”), (vi) any consents, authorizations, approvals, filings or exemptions in connection with compliance the filing of Articles of Merger with the applicable provisions of federal and state securities laws relating Virginia State Corporation Commission pursuant to the regulation 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 applicable industry self-regulatory organization (“SRO”) or the rules of the NASD, or that are required under consumer finance, mortgage banking and other similar lawsVSCA, (vii) the Company Stockholder Approval, (viii) any notices or filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) or applicable foreign antitrust, competition or similar laws, and (ix) 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 Ordinary Shares and Parent ADSs Common Stock pursuant to this Agreement and approval (viii) the filing with the Nasdaq Stock Market of a notification of the listing of such the shares of Parent Ordinary Shares and Parent ADSs on Common Stock to be issued in the New York Stock Exchange (the “NYSE”)First-Step Merger, no consents or approvals of of, or filings or registrations with with, any governmental or regulatory authority, agency, court, administrative agency or commission commission, or other governmental authority or instrumentality administrative entity (each a “Governmental Entity”) or any third party are necessary in connection with the consummation by the Company of the Transaction and the other transactions contemplated by this Agreement. No consents required to be made or approvals of or filings or registrations with any Governmental Entity are necessary obtained in connection with the execution and delivery by the Company of this Agreement or the consummation by the Company of the First-Step Merger and the other transactions contemplated by this Agreement, including the Bank Merger. As of the date hereof, the Company has no knowledge of any reason pertaining to the Company why any of the approvals referred to in this Section 3.6 should not be obtained without the imposition of any condition or requirement described in Section 7.1(c).

Consents and Approvals. Except for (i) the filing of applications and notices, as applicable, with the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) under the BHC Act and approval of such applications and notices, (iia) the filing of any required applications, filings or notices and notices, as applicable, with the NYSE, (b) the filing of any foreignrequired applications, federal or filings, waiver requests and notices, as applicable, with (i) the Federal Reserve Board under the BHC Act, the Bank Merger Act and the Rxxxxx-Xxxx Act, and (ii) any state banking, securities or insurance or other regulatory authorities listed on Section 3.4 of the SASR Disclosure Schedule or Section 4.4 of the AUB Disclosure Schedule and approval of such applications, filings and notices listed in Section 5.4 of the Company Disclosure Schedule (the “Other Regulatory Approvals”)notices, (iiic) the filing by AUB with the Securities and Exchange Commission (the “SEC”) SEC of the proxy statement (the “Joint Proxy Statement”) in definitive form relating to the special meeting of the Company’s stockholders to be held in connection with this Agreement /Prospectus and the Transaction and the other transactions contemplated hereby and the filing and declaration of effectiveness of the registration statement of Parent on Form F-4 (the “F-4”) S-4 in which the Joint Proxy Statement Statement/Prospectus will be included as a prospectus prospectus, and the declaration by the SEC of Parentthe effectiveness of the S-4, (ivd) the filing of the Certificate Articles of Merger with the Secretary of State of the State of Delaware MSDAT pursuant to the DGCL MGCL and the VSCC pursuant to the VSCA, as applicable, and the filing of articles of merger and articles of share exchange and other appropriate merger and share exchange documents the Bank Merger Certificates with the applicable Governmental Entities as required by applicable law, (e) if required by the laws HSR Act, the filing of the Commonwealth of Virginia and the state of Texas, (v) any notices to or filings with the Small Business Administration (the “SBA”), (vi) any consents, authorizations, approvalsapplications, 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 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 applicable industry self-regulatory organization (“SRO”) or the rules of the NASD, or that are required under consumer finance, mortgage banking and other similar laws, (vii) the Company Stockholder Approval, (viii) any notices or filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements HSR Act of 1976, as amended (the “HSR Act”) or applicable foreign antitrust, competition or similar laws, and (ixf) 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 Ordinary Shares and Parent ADSs shares of AUB Common Stock pursuant to this Agreement and the approval of the listing of such Parent Ordinary Shares and Parent ADSs AUB Common Stock on the New York Stock Exchange (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”) are necessary in connection with the consummation by the Company 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 (x) the execution and delivery by the Company AUB of this AgreementAgreement or (y) the consummation by AUB of the Merger and the other transactions contemplated hereby (including the Bank Merger). As of the date hereof, to the knowledge of AUB, there is no reason why the necessary regulatory approvals and consents will not be received by AUB to permit consummation of the Merger and the Bank Merger on a timely basis.

Consents and Approvals. Except for (i) the filing of applications and notices, as applicable, with the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) Board under the BHC Act and the Federal Reserve Act, as amended, and approval of such applications and notices, and, in connection with the acquisition of the Bank by FNB, the filing of applications and notices, as applicable, with the FDIC, the OCC or the PA DOB and the Federal Reserve Board and approval of such applications and notice, (ii) the filing of any required applications, filings or notices with any foreign, federal or state banking, insurance or other regulatory authorities and approval of such applications, filings and notices listed in Section 5.4 of the Company Disclosure Schedule (the “Other Regulatory Approvals”), (iii) the filing with the Securities and Exchange Commission (the “SEC”) SEC of the proxy statement (the “Proxy Statement”) in definitive form relating to the special meeting of the Company’s stockholders to be held in connection with this Agreement and the Transaction and the other transactions contemplated hereby Statement and the filing and declaration of effectiveness of the registration statement of Parent on Form F-4 (the “F-4”) in which the Proxy Statement will be included as a prospectus of ParentRegistration Statement, (iv) the filing of the Certificate Articles of Merger with and the acceptance for record by the Secretary of State of the Commonwealth of Pennsylvania pursuant to the PBCL and the filing of the Articles of Merger with and the acceptance for record by the Secretary of State of the State of Delaware Florida pursuant to the DGCL and the filing of articles of merger and articles of share exchange and other appropriate merger and share exchange documents required by the laws of the Commonwealth of Virginia and the state of TexasFBCA, (v) any notices to or filings with under the Small Business Administration (the “SBA”)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 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 applicable industry self-regulatory organization (“SRO”) or , and the rules of FINRA or the NASDNYSE, or that are required under consumer finance, mortgage banking and other similar laws, (vii) the Company Stockholder Approval, (viii) any notices or filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) or applicable foreign antitrust, competition or similar laws, and (ix) 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 Ordinary Shares and Parent ADSs shares of FNB Common Stock pursuant to this Agreement and approval of listing of such Parent Ordinary Shares and Parent ADSs FNB Common Stock on the New York Stock Exchange NYSE and (viii) filings, if any, required as a result of the “NYSE”)particular status of CBI, 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 the consummation by the Company 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 (A) the execution and delivery by the Company FNB of this AgreementAgreement and (B) the consummation by FNB of the Merger and the other transactions this Agreement contemplates.

Consents and Approvals. Except for (i) the filing of applications and notices, as applicable, with the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) under the BHC Act and approval of such applications and notices, (ii) the filing of any required applications, filings or notices with any foreign, federal or state banking, insurance or other regulatory authorities and approval of such applications, filings and notices listed in Section 5.4 of the Company Disclosure Schedule (the “Other Regulatory Approvals”), (iii) the filing with the Securities and Exchange Commission (the “SEC”) of the proxy statement (the “Proxy Statement”) in definitive form relating to the special meeting of the Company’s stockholders to be held in connection with this Agreement and the Transaction and the other transactions contemplated hereby and the filing and declaration of effectiveness of the registration statement of Parent on Form F-4 (the “F-4”) in which the Proxy Statement will be included as a prospectus of Parent, (iv) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL and the filing of articles of merger and articles of share exchange and other appropriate merger and share exchange documents required by the laws of the Commonwealth of Virginia and the state of Texas, (v) 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 applicable provisions of federal and state securities laws relating to the regulation 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 applicable industry self-regulatory organization (“SRO”) or the rules of the NASD, or that are required under consumer finance, mortgage banking and other similar laws, (vii) the Company Stockholder Approval, (viii) any notices or filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) or applicable foreign antitrust, competition or similar laws, and (ix) 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 Ordinary Shares and Parent ADSs pursuant to this Agreement and approval of listing of such Parent Ordinary Shares and Parent ADSs on the New York Stock Exchange (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”) are necessary in connection with the consummation by the Company of the Transaction and the other transactions contemplated by this Agreement. No consents or approvals of of, waivers by, notices to, or filings or registrations with any Governmental Entity or other Person are necessary required to be obtained, given, or made by the Company or the Bank, or any of their Subsidiaries, in connection with the execution and delivery execution, delivery, or performance of this Agreement or the CVR Agreement by the Company, or the execution, delivery, or performance of the Bank Merger Agreement by the Bank, or the consummation by the Company and the Bank of the transactions contemplated hereby and thereby, including without limitation the Mergers and the Bank Merger, except (i) 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 TDFI, the NCCOB, and the United States Department of Justice (collectively, the “Regulatory Approvals”); (ii) the filing of the Articles of Merger with the North Carolina Secretary of State, the filing of the Second Step Tennessee Articles of Merger with the Tennessee Secretary of State, the filing of the Second Step North Carolina Articles of Merger with the North Carolina Secretary of State, and the filing of the Bank Merger Certificates; (iii) the filing with the SEC of the Joint Proxy Statement/Prospectus in definitive form, and such other filings and reports as are required under the Exchange Act; (iv) the approval of this Agreement by the 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; (v) such as may be required in connection with SmartFinancial acquiring from and succeeding to all rights, title, and interests of the Company in the TPS Trust, including the issued and outstanding common securities of the TPS Trust, and SmartFinancial’s assumption of the Company’s 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 or their Subsidiaries or, after the Mergers and the Bank 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 without the imposition of any Burdensome Condition (as defined in Section 8.1(b)).

Consents and Approvals. Except for (i) 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 “Federal Reserve Board”) under the BHC Act and approval of such applications applications, filings and notices, (iiiii) the filing of applications, filings and notices, as applicable, with the Federal Reserve Board, the Indiana Department of Financial Institutions (the “IDFI”) and the Ohio Division of Financial Institutions (“ODFI”) in connection with the Bank Merger, including under the Bank Merger Act, and approval of such applications, filings and notices, (iv) the filing of any required applications, filings or notices with any foreign, federal state banking authorities listed on Section 3.4 of the MainSource Disclosure Schedule or state banking, insurance or other regulatory authorities Section 4.4 of the First Financial Disclosure Schedule and approval of such applications, filings and notices listed in Section 5.4 of the Company Disclosure Schedule (the “Other Regulatory Approvals”)notices, (iiiv) the filing with the Securities and Exchange Commission (the “SEC”) of the a joint proxy statement (the “Proxy Statement”) in definitive form relating to the special meeting meetings of the CompanyMainSource’s stockholders and First Financial’s shareholders to be held in connection with this Agreement and the Transaction and the other transactions contemplated hereby (including any amendments or supplements thereto, the “Joint Proxy Statement”), and the filing and declaration of effectiveness of the registration statement of Parent on Form F-4 (the “F-4”) S-4 in which the Joint Proxy Statement will be included as a prospectus prospectus, to be filed with the SEC by First Financial in connection with the transactions contemplated by this Agreement (the “S-4”) and declaration of Parenteffectiveness of the S-4, (ivvi) the filing of the Certificate Articles of Merger with the Indiana Secretary of State of the State of Delaware pursuant to the DGCL IBCL and the certificate of merger with the Ohio Secretary pursuant to the OGCL and the filing of articles of merger and articles of share exchange and other appropriate merger and share exchange documents required by the laws of the Commonwealth of Virginia and the state of Texas, (v) 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 applicable provisions of federal and state securities laws relating to the regulation 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 applicable industry self-regulatory organization (“SRO”) or the rules of the NASD, or that are required under consumer finance, mortgage banking and other similar laws, (vii) the Company Stockholder Approval, (viii) any notices or filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) or applicable foreign antitrust, competition or similar lawsBank Merger Certificates, and (ixvii) 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 Ordinary Shares and Parent ADSs shares of First Financial Common Stock pursuant to this Agreement and the approval of the listing of such Parent Ordinary Shares and Parent ADSs First Financial Common Stock on the New York Stock Exchange (the “NYSE”)NASDAQ, 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 (A) the execution and delivery by MainSource of this Agreement or (B) the consummation by the Company MainSource of the Transaction Merger and the other transactions contemplated by this Agreementhereby (including the Bank Merger). No As of the date hereof, MainSource is not aware of any reason why the necessary regulatory approvals and consents or approvals will not be received in order to permit consummation of or filings or registrations with any Governmental Entity are necessary in connection with the execution Merger and delivery by the Company of this AgreementBank Merger on a timely basis.

Consents and Approvals. Except for (ia) the filing by FNB of applications and notices, as applicable, with the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) under the Bank Holding Company Act of 1956, as amended (the “BHC Act Act”), and the Federal Reserve Act, as amended, and approval of such applications and notices, and, in connection with the merger of PVFC Bank with and into FNB Bank, the filing of applications and notices, as applicable, with the Federal Deposit Insurance Corporation (the “FDIC”), the Office of the Comptroller of the Currency (the “OCC”), and approval of such applications and notices, (ii) the filing of any required applications, filings or notices with any foreign, federal or state banking, insurance or other regulatory authorities and approval of such applications, filings and notices listed in Section 5.4 of the Company Disclosure Schedule (the “Other Regulatory Approvals”), (iiib) the filing with the Securities and Exchange Commission (the “SEC”) of the a proxy statement (the “Proxy Statement”) in definitive form relating to the special meeting of the Company’s stockholders PVFC shareholders to be held in connection with this Agreement and the Transaction and the other transactions contemplated hereby and the filing and declaration of effectiveness of the registration statement of Parent on Form F-4 (the “F-4Proxy Statement”) and the transactions this Agreement contemplates and of a registration statement on Form S-4 that is declared effective (the “Registration Statement”) in which the Proxy Statement will be included as a prospectus prospectus, and declaration of Parenteffectiveness of the Registration Statement, (ivc) the filing of the Certificate Articles of Merger with and the acceptance for record by the Secretary of State of the State of Delaware Ohio pursuant to the DGCL OGCL and the filing of articles Articles of merger Merger with and articles of share exchange and other appropriate merger and share exchange documents required the acceptance for record by the laws Secretary of State of the Commonwealth State of Virginia and Florida pursuant to the state of TexasFBCA, (v) any notices to or filings with the Small Business Administration (the “SBA”), (vid) 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 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 applicable industry self-regulatory organization (“SRO”) or ), and the rules of NASDAQ or the NASDNYSE, or that are required under consumer finance, insurance mortgage banking and other similar laws, (vii) the Company Stockholder Approval, (viii) any notices or filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) or applicable foreign antitrust, competition or similar laws, and (ixe) 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 Ordinary Shares and Parent ADSs shares of FNB Common Stock pursuant to this Agreement Agreement, and approval of the listing on the NYSE of such Parent Ordinary Shares FNB Common Stock issuable in the Merger, and Parent ADSs on (f) the New York Stock Exchange (adoption of this Agreement by the “NYSE”)requisite vote of shareholders of PVFC, no consents or approvals of or filings or registrations by FNB or PVFC 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”) ), SRO or other Person are necessary in connection with the consummation by the Company 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 (A) the execution and delivery by PVFC of this Agreement and (B) the Company consummation by PVFC of the Merger and the other transactions this Agreement contemplates. As of the date of this Agreement, PVFC is not aware of any reason why the Requisite Regulatory Approvals will not be received on a timely basis or why any Materially Burdensome Regulatory Condition would be imposed.

Consents and Approvals. Except for (ia) the filing of applications any required applications, filings and notices, as applicable, with the NYSE and The NASDAQ Stock Market, LLC, (b) the filing of any required applications, filings and notices, as applicable, with the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) under the BHC Act and approval of such applications applications, filings and notices, (iic) the filing of any required applications, filings and notices, as applicable, with the Federal Reserve Board under the Bank Merger Act, and approval of such applications, filings and notices, (d) the filing of any required applications, filings and notices, as applicable, with the Tennessee Department of Financial Institutions and the Louisiana Office of Financial Institutions, and approval of such applications, filings and notices, (e) the filing of any required applications, filings or notices with any foreign, federal or state banking, insurance or other regulatory authorities the Financial Industry Regulatory Authority (“FINRA”) and approval of such applications, filings and notices notices, (f) those additional applications, filings and notices, if any, listed in on Section 5.4 3.4 of the Company IBKC Disclosure Schedule (or Section 4.4 of the “Other Regulatory Approvals”)First Horizon Disclosure Schedule and approval of such applications, filings and notices, (iiig) the filing with the Securities and Exchange Commission (the “SEC”) of the a joint proxy statement (the “Proxy Statement”) in definitive form relating to the special meeting meetings of the CompanyIBKC’s stockholders and First Horizon’s shareholders to be held in connection with this Agreement and the Transaction and the other transactions contemplated hereby (including any amendments or supplements thereto, the “Joint Proxy Statement”), and the filing and declaration of effectiveness of the registration statement of Parent on Form F-4 (the “F-4”) S-4 in which the Joint Proxy Statement will be included as a prospectus prospectus, to be filed with the SEC by First Horizon in connection with the transactions contemplated by this Agreement (the “S-4”) and the declaration by the SEC of Parentthe effectiveness of the S-4, (ivh) the filing of the Certificate Articles of Merger with the Tennessee Secretary of State of the State of Delaware pursuant to the DGCL TBCA and the Louisiana Secretary pursuant to the LBCA, as applicable, the filing of the Bank Merger Certificates with the applicable Governmental Entities as required by applicable law, and the filing of articles Articles of merger and articles of share exchange and other appropriate merger and share exchange documents required by Amendment for the laws of the Commonwealth of Virginia and the state of Texas, (v) any notices to or filings New First Horizon Preferred Stock with the Small Business Administration (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 regulation 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 applicable industry self-regulatory organization (“SRO”) or the rules of the NASD, or that are required under consumer finance, mortgage banking and other similar laws, (vii) the Company Stockholder Approval, (viii) any notices or filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) or applicable foreign antitrust, competition or similar lawsTennessee Secretary, and (ixi) 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 Ordinary Shares shares of First Horizon Common Stock and Parent ADSs New First Horizon Preferred Stock (or depositary shares in respect thereof) pursuant to this Agreement and the approval of the listing of such Parent Ordinary Shares First Horizon Common Stock and Parent ADSs New First Horizon Preferred Stock (or depositary shares in respect thereof) on the New York Stock Exchange (the “NYSE”), no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental or regulatory authority or instrumentality or SRO (each a “Governmental Entity”) are necessary in connection with (i) the execution and delivery by IBKC of this Agreement, or (ii) the consummation by the Company IBKC of the Transaction Merger and the other transactions contemplated hereby (including the Bank Merger). As of the date hereof, IBKC has no knowledge of any reason why the necessary regulatory approvals and consents will not be received by this Agreement. No consents or approvals IBKC to permit consummation of or filings or registrations with any Governmental Entity are necessary in connection with the execution Merger and delivery by the Company of this AgreementBank Merger on a timely basis.

Consents and Approvals. Except for (i) the filing of applications and notices, as applicable, with the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) under the BHC Act and approval of such applications and notices, (ii) the filing of any required applications, filings or notices with any foreign, federal or state banking, insurance or other regulatory authorities and approval of such applications, filings and notices listed in Section 5.4 of the Company Disclosure Schedule (the “Other Regulatory Approvals”), (iii) the filing with the Securities and Exchange Commission (the “SEC”) of the proxy statement (the “Proxy Statement”) in definitive form relating to the special meeting of the Company’s stockholders to be held in connection with this Agreement and the Transaction and the other transactions contemplated hereby and the filing and declaration of effectiveness of the registration statement of Parent on Form F-4 (the “F-4”) in which the Proxy Statement will be included as a prospectus of Parent, (iv) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL and the filing of articles of merger and articles of share exchange and other appropriate merger and share exchange documents required by the laws of the Commonwealth of Virginia and the state of Texas, (v) 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 applicable provisions of federal and state securities laws relating to the regulation 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 applicable industry self-regulatory organization (“SRO”) or the rules of the NASD, or that are required under consumer finance, mortgage banking and other similar laws, (vii) the Company Stockholder Approval, (viii) any notices or filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) or applicable foreign antitrust, competition or similar laws, and (ix) 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 Ordinary Shares and Parent ADSs pursuant to this Agreement and approval of listing of such Parent Ordinary Shares and Parent ADSs on the New York Stock Exchange (the “NYSE”), no 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 the consummation by the Company of the Transaction and the other transactions contemplated by this Agreement. No consents or approvals of or filings or registrations with any Governmental Entity third party are necessary in connection with the execution and delivery by the Company HBE of this Agreement, the Plan of Merger and the HBE Stock Option Agreement and the consummation by HBE of the Merger and the other transactions contemplated hereby and thereby except for (a) the filing by SFS of an application with the Federal Reserve Board under The Bank Holding Company Act and the approval of such application (the "Federal Reserve Application"), (b) the filing with the Securities and Exchange Commission (the "SEC") of a joint proxy statement in definitive form relating to the meetings of HBE's and SFS's shareholders to be held in connection with this Agreement and the Plan of Merger and the transactions contemplated hereby and thereby (the "Joint Proxy Statement") and the registration statement on Form S-4 (the "S-4") in which such Joint Proxy Statement will be included as a prospectus, (c) the filing of Articles of Merger with the Wisconsin Department under the WBCL and the filing of a Certificate of Merger with the Secretary of State of the State of Delaware, (d) 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 SFS Common Stock pursuant to this Agreement and the Plan of Merger, (e) the approval of this Agreement and the Plan of Merger by the requisite vote of the shareholders of HBE and SFS, and (f) any necessary filings with the Office of Thrift Supervision or any state regulatory agencies.

Consents and Approvals. Except for (ia) the filing of applications applications, filings and notices, as applicable, with the Board New York Stock Exchange, (b) the filing of Governors of applications, filings and notices, as applicable, with the Federal Reserve System (the “Federal Reserve Board”) Board under the BHC Act and approval of such applications applications, filings and notices, (iic) the filing of any required applications, filings and notices, as applicable, with the FDIC, and approval of such applications, filings, and notices, (d) the filing of any required applications, filings, and notices, as applicable, with any governmental agency that has authority over the mortgage production and sale business of the Company (inclusive of Xxxxxx Mae and Xxxxxxx Mac), and approval of such applications, filings, and notices, (e) the filing of applications, filings and notices, as applicable, with the Tennessee Department of Financial Institutions in connection with the Merger and the Bank Merger and approval of such applications, filings and notices, (f) the filing of any required applications, filings or notices with any foreign, federal state banking authorities listed on Section 3.4 of the Company Disclosure Schedule or state banking, insurance or other regulatory authorities Section 4.4 of the Parent Disclosure Schedule and approval of such applications, filings and notices listed in Section 5.4 of the Company Disclosure Schedule (the “Other Regulatory Approvals”)notices, (iiig) the filing with the Securities and Exchange Commission (the “SEC”) SEC of the proxy statement (the “Joint Proxy Statement”) in definitive form relating to the special meeting of the Company’s stockholders to be held in connection with this Agreement Statement and the Transaction and the other transactions contemplated hereby and the filing and declaration of effectiveness of the registration statement of Parent on Form F-4 (the “F-4”) S-4 in which the Joint Proxy Statement will be included as a prospectus prospectus, and declaration by the SEC of Parentthe effectiveness of the S-4, (ivh) the filing of the Certificate Articles of Merger with the Tennessee Secretary of State of the State of Delaware pursuant to the DGCL TBCA, and the filing of articles of merger and articles of share exchange and other appropriate merger and share exchange documents required by the laws of the Commonwealth of Virginia and the state of TexasBank Merger Certificates, (v) 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 applicable provisions of federal and state securities laws relating to the regulation 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 applicable industry self-regulatory organization (“SRO”) or the rules of the NASD, or that are required under consumer finance, mortgage banking and other similar laws, (vii) the Company Stockholder Approval, (viii) any notices or filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) or applicable foreign antitrust, competition or similar laws, and (ixi) 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 Ordinary Shares and Parent ADSs Common Stock pursuant to this Agreement and (j) the approval of the listing of such Parent Ordinary Shares and Parent ADSs Common Stock on the New York Stock Exchange (the “NYSE”)Exchange, 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 the consummation by the Company 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 (i) the execution and delivery by the Company Parent or Merger Sub of this AgreementAgreement or (ii) the consummation by Parent or Merger Sub of the Merger and the other transactions contemplated hereby (including the Bank Merger). As of the date hereof, Parent 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. Except for (ia) the filing of applications any required applications, filings, notices and noticesrequests for waiver, as applicable, with the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) under the BHC Act and approval of such applications applications, filings and noticesnotices or granting of such waivers, as applicable, (iib) the filing of any required applications, filings or notices and notices, as applicable, with any foreign, federal or state banking, insurance or other regulatory authorities the FDIC and the Texas Department of Banking in connection with the Bank Merger and approval of such applications, filings and notices listed in Section 5.4 notices, (c) the filing of an exit notice with the Office of the Company Disclosure Schedule Comptroller of the Currency (the “Other Regulatory ApprovalsOCC”)) pursuant to 12 C.F.R. § 5.33(k) with respect to the Bank Merger and the filing of any other required applications, filings or notices with any federal or state banking authorities listed on Section 3.4 of the CBTX Disclosure Schedule or Section 4.4 of the Allegiance Disclosure Schedule and approval of such applications, filings and notices, as applicable, (iiid) the filing of any required applications, filings and notices, as applicable, with the NASDAQ, (e) the filing by CBTX with the Securities and Exchange Commission (the “SEC”) of the a joint proxy statement (the “Proxy Statement”) in definitive form relating to the special meeting meetings of the CompanyCBTX’s stockholders shareholders and Allegiance’s shareholders to be held in connection with this Agreement and the Transaction and the other transactions contemplated hereby (including any amendments or supplements thereto, the “Joint Proxy Statement”), and the filing and declaration of effectiveness of the registration statement of Parent on Form F-4 (the “F-4”) S-4 in which the Joint Proxy Statement will be included as a prospectus prospectus, to be filed with the SEC by CBTX in connection with the transactions contemplated by this Agreement (the “S-4”) and the declaration of Parenteffectiveness of the S-4, (ivf) the filing of the Certificate of Merger with the Texas Secretary of State of the State of Delaware pursuant to the DGCL and TBOC, (g) the filing of articles of merger and articles of share exchange and other appropriate merger and share exchange documents required by the laws of the Commonwealth of Virginia and the state of Texas, (v) any notices to or filings with the Small Business Administration (the “SBA”), (vi) any consents, authorizations, approvals, filings or exemptions in connection with compliance Bank Merger Certificates with the applicable provisions of federal and state securities laws relating to the regulation 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 Governmental Entities as required by applicable industry self-regulatory organization (“SRO”) or the rules of the NASD, or that are required under consumer finance, mortgage banking and other similar laws, (vii) the Company Stockholder Approval, (viii) any notices or filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) or applicable foreign antitrust, competition or similar laws, law and (ixh) 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 Ordinary Shares and Parent ADSs shares of CBTX Common Stock pursuant to this Agreement and the approval of the listing of such Parent Ordinary Shares and Parent ADSs CBTX Common Stock on the New York Stock Exchange (the “NYSE”)NASDAQ, no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental or regulatory authority or instrumentality or SRO (each a “Governmental Entity”) are necessary in connection with (i) the execution and delivery by CBTX of this Agreement or (ii) the consummation by the Company CBTX of the Transaction Merger and the other transactions contemplated hereby (including the Bank Merger). As of the date hereof, CBTX has no knowledge of any reason why the necessary regulatory approvals and consents will not be received by this Agreement. No consents or approvals CBTX to permit consummation of or filings or registrations with any Governmental Entity are necessary in connection with the execution Merger and delivery by the Company of this AgreementBank Merger on a timely basis.

Consents and Approvals. Except for (i) the filing of applications and notices, as applicable, with the Board of Governors of FRB, the Federal Reserve System (FDIC, the “Federal Reserve Board”) under TDFI and the BHC Act NCCOB, with respect to the Merger, the Second Step Merger and the Bank Merger, as applicable, and approval of such applications and notices, (ii) the filing of any required applications, filings or notices with any foreign, federal or state banking, insurance or other regulatory authorities and approval of such applications, filings and notices listed in Section 5.4 of the Company Disclosure Schedule (the “Other Regulatory Approvals”), (iii) the filing with the Securities and Exchange Commission (the “SEC”) SEC of the proxy statement Form S-4 (which shall include the “Joint Proxy Statement”/Prospectus) in definitive form relating to the special meeting of the Company’s stockholders to be held in connection with this Agreement and the Transaction and the other transactions contemplated hereby and the filing and declaration of effectiveness of the registration statement of Parent on Form F-4 (S-4 by the “F-4”) in which the Proxy Statement will be included as a prospectus of ParentSEC, (iv) 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, (v) the filing of the Certificate Articles of Merger and the North Carolina Articles of Merger with the North Carolina Secretary of State of the State of Delaware pursuant to the DGCL NCBCA, the filing of the Tennessee Articles of Merger with the Tennessee Secretary pursuant to the TBCA and the filing of articles of merger and articles of share exchange and other appropriate merger and share exchange documents required by the laws of the Commonwealth of Virginia and the state of Texas, (v) any notices to or filings with the Small Business Administration (the “SBA”)Bank Merger Certificates, (vi) any notice or filings under the HSR Act and (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 companies, investment advisers or transfer agents and federal commodities laws relating to the regulation of futures commission merchantsagents, commodity trading advisers, commodity pool operators or introducing brokers and the rules and regulations thereunder and of any securities or futures exchange or other applicable industry self-regulatory organization (“SRO”) or the rules of the NASDNasdaq, or that which are required under consumer finance, insurance, mortgage banking and other similar laws, (vii) the Company Stockholder Approval, (viii) any notices or filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) or applicable foreign antitrust, competition or similar laws, and (ix) 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 Ordinary Shares and Parent ADSs pursuant to this Agreement and approval of listing of such Parent Ordinary Shares and Parent ADSs on the New York Stock Exchange (the “NYSE”), 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”) Regulatory Agency are necessary in connection with (A) the execution and delivery by Target of this Agreement or (B) the consummation by the Company Target or any of its Subsidiaries, as applicable, of the Transaction Mergers and the other transactions contemplated hereby (including the Bank Merger). Except for any consents, authorizations, or approvals which are listed in Sections 4.3 or 4.4 of the Target Disclosure Schedule, receipt of the Requisite Target Vote and adoption and approval of the Bank Merger Agreement by this Agreement. No consents Target as the sole shareholder of Target Bank, no consents, authorizations, or approvals of or filings or registrations with any person, other than a Governmental Entity or Regulatory Agency, are necessary in connection with (x) the execution and delivery by the Company Target of this AgreementAgreement or (y) the consummation by Target or any of its Subsidiaries, as applicable, of the Mergers and the other transactions contemplated hereby (including the Bank Merger).

Consents and Approvals. Except for (ia) the filing of applications any required applications, filings and notices, as applicable, with the Board NYSE and Nasdaq, (b) the filing of Governors of any required applications, filings and notices, as applicable, with the Federal Reserve System (the “Federal Reserve Board”) Board under the BHC Act and approval of such applications applications, filings and notices, (iic) the filing of any required applications, filings and notices, as applicable, with the MDOB, the RIDOB, and the NYDFS and approval of such applications, filings and notices, (d) the filing of any required applications, filings or notices with any foreign, federal state banking or state banking, insurance authorities listed on Section 3.4 of the Brookline Disclosure Schedule or other regulatory authorities Section 4.4 of the Berkshire Disclosure Schedule and approval of such applications, filings and notices listed in Section 5.4 of the Company Disclosure Schedule (the “Other Regulatory Approvals”)notices, (iiie) the filing with the Securities and Exchange Commission (the “SEC”) SEC of the proxy statement (the “Joint Proxy Statement”) in definitive form relating to the special meeting Statement and of the Company’s stockholders to be held in connection with this Agreement and the Transaction and the other transactions contemplated hereby and the filing and declaration of effectiveness of the registration statement of Parent on Form F-4 (the “F-4”) S-4 in which the Joint Proxy Statement will be included as a prospectus prospectus, and the declaration of Parenteffectiveness of the S-4, (ivf) the filing of the Certificate of Merger with the Delaware Secretary pursuant to the DGCL, (g) the filing of the Holdco Merger Certificate with the Delaware Secretary pursuant to the DGCL, (h) the filing of the Bank Merger Certificates with the applicable Governmental Entities as required by applicable law, (i) the filing of the Restated Certificate of Incorporation with the Delaware Secretary of State of in accordance with the State of Delaware pursuant to the DGCL and the filing of articles of merger and articles of share exchange and other appropriate merger and share exchange documents required by the laws of the Commonwealth of Virginia and the state of TexasDGCL, (v) 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 applicable provisions of federal and state securities laws relating to the regulation 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 applicable industry self-regulatory organization (“SRO”) or the rules of the NASD, or that are required under consumer finance, mortgage banking and other similar laws, (vii) the Company Stockholder Approval, (viii) any notices or filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) or applicable foreign antitrust, competition or similar laws, and (ixj) 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 Berkshire Share Issuance, and (k) the approval of the Parent Ordinary Shares and Parent ADSs pursuant to this Agreement and approval of listing of such Parent Ordinary Shares and Parent ADSs the Berkshire Common Stock to be issued in the Berkshire Share Issuance on the New York Stock Exchange (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”) are necessary in connection with the consummation by the Company 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 (A) the execution and delivery by the Company Berkshire and Commerce Acquisition Sub, Inc. of this AgreementAgreement or (B) the consummation by Berkshire, Commerce Acquisition Sub, Inc. and Berkshire Bank of the Merger and the other transactions contemplated hereby (including the Holdco Merger, the Bank Merger and the Berkshire Share Issuance). As of the date hereof, each of Berkshire and Commerce Acquisition Sub, Inc. 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, the Holdco Merger, the Bank Merger or the Berkshire Share Issuance on a timely basis.

Consents and Approvals. Except for (ia) the filing of applications any required applications, filings and notices, as applicable, with the New York Stock Exchange, (b) the filing of any required applications, filings and notices, as applicable, with the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) under the BHC Act and approval of such applications applications, filings and notices, (iic) the filing of any required applications, filings and notices, as applicable, with the FDIC, and approval of such applications, filings and notices, (d) the filing of any required applications, filings and notices, as applicable, with the North Carolina Commissioner of Banks and the Georgia Department of Banking and Finance in connection with the Bank Merger and approval of such applications, filings and notices, (e) the filing of any required applications, filings or notices with the Financial Industry Regulatory Authority (“FINRA”) and approval of such applications, filings and notices, (f) the filing of any required applications, filings or notices with any foreign, federal state banking authorities listed on Section 3.4 of the SunTrust Disclosure Schedule or state banking, insurance or other regulatory authorities Section 4.4 of the BB&T Disclosure Schedule and approval of such applications, filings and notices listed in Section 5.4 of the Company Disclosure Schedule (the “Other Regulatory Approvals”)notices, (iiig) the filing by SunTrust with the Securities and Exchange Commission (the “SEC”) of the a joint proxy statement in definitive form (including any amendments or supplements thereto, the “Joint Proxy Statement”) in definitive form relating to the special meeting of the Company’s stockholders to be held in connection with this Agreement ), and the Transaction and the other transactions contemplated hereby and the filing and declaration of effectiveness of the registration statement of Parent on Form F-4 (the “F-4”) S-4 in which the Joint Proxy Statement will be included as a prospectus prospectus, to be filed with the SEC by BB&T in connection with the transactions contemplated by this Agreement (the “S-4”) and the declaration of Parenteffectiveness of the S-4, (ivh) the filing of the Certificate Certificates of Merger with the North Carolina Secretary of State of the State of Delaware pursuant to the DGCL NCBCA and the Georgia Secretary pursuant to the GBCC, as applicable, the filing of the Bank Merger Certificates with the applicable Governmental Entities as required by applicable law, and the filing of articles Articles of merger and articles of share exchange and other appropriate merger and share exchange documents required by Amendment for the laws of the Commonwealth of Virginia and the state of Texas, (v) any notices to or filings New BB&T Preferred Stock with the Small Business Administration (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 regulation 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 applicable industry self-regulatory organization (“SRO”) or the rules of the NASD, or that are required under consumer finance, mortgage banking and other similar laws, (vii) the Company Stockholder Approval, (viii) any notices or filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) or applicable foreign antitrust, competition or similar laws, North Carolina Secretary and (ixi) 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 Ordinary Shares shares of BB&T Common Stock and Parent ADSs New BB&T Preferred Stock pursuant to this Agreement and the approval of the listing of such Parent Ordinary Shares and Parent ADSs BB&T Common Stock on the New York Stock Exchange (the “NYSE”), no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental or regulatory authority or instrumentality or SRO (each a “Governmental Entity”) are necessary in connection with (i) the execution and delivery by SunTrust of this Agreement or (ii) the consummation by the Company SunTrust of the Transaction Merger and the other transactions contemplated hereby (including the Bank Merger). As of the date hereof, SunTrust is not aware of any reason why the necessary regulatory approvals and consents will not be received by this Agreement. No consents or approvals SunTrust to permit consummation of or filings or registrations with any Governmental Entity are necessary in connection with the execution Merger and delivery by the Company of this AgreementBank Merger on a timely basis.

Consents and Approvals. Except for (ia) the filing of applications any required applications, filings and notices, as applicable, with the Board NASDAQ, (b) the filing of Governors of any required applications, filings and notices, as applicable, with the Federal Reserve System (the “Federal Reserve Board”) Board under the BHC Act and approval or regulatory waiver of such applications applications, filings and notices, (iic) the filing of any required applications, filings and notices, as applicable, with the OCC in connection with the Bank Merger, including under the Bank Merger Act, and approval of such applications, filings and notices, (d) the filing of any required applications, filings or notices with any foreign, federal listed on Section 3.4 of the TCF Disclosure Schedule or state banking, insurance or other regulatory authorities Section 4.4 of the Huntington Disclosure Schedule and approval or non-objection, as applicable, of such applications, filings and notices listed in Section 5.4 of the Company Disclosure Schedule (the “Other Regulatory Approvals”)notices, (iiie) the filing with the Securities and Exchange Commission (the “SEC”) SEC of the proxy statement (the “Joint Proxy Statement”) in definitive form relating to the special meeting of the Company’s stockholders to be held in connection with this Agreement Statement and the Transaction and the other transactions contemplated hereby and the filing and declaration of effectiveness of the registration statement of Parent on Form F-4 (the “F-4”) S-4 in which the Joint Proxy Statement will be included as a prospectus prospectus, and declaration of Parenteffectiveness of the S-4, (ivf) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware Michigan Department pursuant to the DGCL MBCA, the filing of the Articles of Merger with the Maryland Department pursuant to the MGCL and the filing of articles of merger and articles of share exchange and other appropriate merger and share exchange documents required by the laws of the Commonwealth of Virginia and the state of Texas, (v) any notices to or filings with the Small Business Administration (the “SBA”), (vi) any consents, authorizations, approvals, filings or exemptions in connection with compliance Bank Merger Certificates with the applicable provisions of federal Governmental Entities as required by applicable law, (g) the filing with, and state securities laws relating to acceptance for record by, the regulation 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 applicable industry self-regulatory organization (“SRO”) or the rules Maryland Department of the NASD, or that are required under consumer finance, mortgage banking Huntington Charter Amendment and other similar laws, (vii) Articles Supplementary for the Company Stockholder Approval, (viii) any notices or filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) or applicable foreign antitrust, competition or similar lawsNew Huntington Preferred Stock, and (ixh) 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 Ordinary Shares shares of Huntington Common Stock and Parent ADSs the New Huntington Preferred Stock (or depositary shares in respect thereof) pursuant to this Agreement and the approval of the listing of such Parent Ordinary Shares Huntington Common Stock and Parent ADSs New Huntington Preferred Stock (or depositary shares in respect thereof) on the New York Stock Exchange (the “NYSE”)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”) are necessary in connection with the consummation by the Company 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 (i) the execution and delivery by the Company Huntington of this AgreementAgreement or (ii) the consummation by Huntington of the Merger and the other transactions contemplated hereby (including the Bank Merger). As of the date hereof, Huntington 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. Except for (ia) the filing by FNB of applications and notices, as applicable, with the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) under the BHC Act and the Federal Reserve Act, as amended, and approval of such applications and notices, and, in connection with the merger of ANNB Bank with and into FNB Bank, the filing of applications and notices, as applicable, with the Federal Deposit Insurance Corporation (the “FDIC”), the Office of the Comptroller of the Currency (the “OCC”), and any state regulatory authority, including but not limited to the Maryland Department of Labor, Licensing and Regulation (the “MD DLLR”), and approval of such applications and notices, (ii) the filing of any required applications, filings or notices with any foreign, federal or state banking, insurance or other regulatory authorities and approval of such applications, filings and notices listed in Section 5.4 of the Company Disclosure Schedule (the “Other Regulatory Approvals”), (iiib) the filing with the Securities and Exchange Commission (the “SEC”) of the a proxy statement (the “Proxy Statement”) in definitive form relating to the special meeting of the Company’s stockholders ANNB shareholders to be held in connection with this Agreement and the Transaction and the other transactions contemplated hereby and the filing and declaration of effectiveness of the registration statement of Parent on Form F-4 (the “F-4Proxy Statement”) and the transactions this Agreement contemplates and of a registration statement on Form S-4 that is declared effective (the “Registration Statement”) in which the Proxy Statement will be included as a prospectus prospectus, and declaration of Parenteffectiveness of the Registration Statement, (ivc) the filing of the Certificate Articles of Merger with and the 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 Delaware Florida pursuant to the DGCL and the filing of articles of merger and articles of share exchange and other appropriate merger and share exchange documents required by the laws of the Commonwealth of Virginia and the state of TexasFBCA, (vd) any notices to or filings with by ANNB and FNB required under the Small Business Administration Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “SBAHSR Act”), (vie) 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 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 applicable industry self-regulatory organization (“SRO”) or ), and the rules of NASDAQ or the NASDNYSE, or that are required under consumer finance, insurance mortgage banking and other similar laws, (vii) the Company Stockholder Approval, (viii) any notices or filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) or applicable foreign antitrust, competition or similar laws, and (ixf) 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 Ordinary Shares and Parent ADSs shares of FNB Common Stock pursuant to this Agreement Agreement, and approval of the listing on the NYSE of such Parent Ordinary Shares FNB Common Stock issuable in the Merger, (g) the adoption of this Agreement by the requisite vote of the shareholders of ANNB, and Parent ADSs on (h) the New York Stock Exchange consent of the United States Department of the Treasury (the “NYSETreasury Department”)) to the purchase by FNB or one of its Subsidiaries or redemption by ANNB of all of the issued and outstanding shares of the ANNB Series A Preferred Stock from the Treasury Department, no consents or approvals of or filings or registrations by FNB or ANNB 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”) ), SRO or other Person are necessary in connection with the consummation by the Company 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 (A) the execution and delivery by ANNB of this Agreement and (B) the Company consummation by ANNB of the Merger and the other transactions this Agreement contemplates. As of the date of this Agreement, ANNB is not aware of any reason why the Requisite Regulatory Approvals will not be received on a timely basis or why any Materially Burdensome Regulatory Condition would be imposed.

Consents and Approvals. Except for (ia) 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 “Federal Reserve Board”) under the BHC Act and approval or waiver of such applications applications, filings and notices, (iic) the filing of any required applications, filings and notices, as applicable, with the FDIC, including under the Bank Merger Act (12 USC 1828(c)) and the approval or notices with any foreign, federal or state banking, insurance or other regulatory authorities and approval waiver of such applications, filings and notices listed in Section 5.4 notices, (d) the filing of any required applications, filings and notices, as applicable, with the Company Disclosure Schedule New York State Department of Financial Services (the “Other Regulatory ApprovalsNYDFS”), and approval or waiver of such applications, filings and notices, (e) the filing of any required filings and notices, as applicable, with the Office of the Comptroller of the Currency (the “OCC”), (iiif) the filing of any required applications, filings and notices, as applicable, with any state bank regulatory authority with respect to NYCB Bank’s establishment and operation of Flagstar Bank’s branches and other offices following the Bank Merger Effective Time, and the approvals or waivers of such applications, filings and notices, (g) the filing of any required applications, filings and notices, as applicable, with each Mortgage Agency and the receipt of any required consents or approvals from each Mortgage Agency, (h) the filing of those additional applications, filings and notices, if any, listed on Section 3.4 of the Flagstar Disclosure Schedule or Section 4.4 of the NYCB Disclosure Schedule and approval or non-objection of such applications, filings and notices, (i) the filing with the Securities and Exchange Commission (the “SEC”) of the a joint proxy statement (the “Proxy Statement”) in definitive form relating to the special meeting meetings of the CompanyFlagstar’s shareholders and NYCB’s stockholders to be held in connection with this Agreement and the Transaction and the other transactions contemplated hereby (including any amendments or supplements thereto, the “Joint Proxy Statement”), and the filing and declaration of effectiveness of the registration statement of Parent on Form F-4 (the “F-4”) S-4 in which the Joint Proxy Statement will be included as a prospectus prospectus, to be filed with the SEC by NYCB in connection with the transactions contemplated by this Agreement (the “S-4”) and the declaration by the SEC of Parentthe effectiveness of the S-4, (ivj) the filing of the Certificate Certificates of Merger with the Michigan LARA pursuant to the MBCA and Delaware Secretary of State of the State of Delaware pursuant to the DGCL and the filing of articles of merger the Holdco Merger Certificates with the Michigan LARA pursuant to the MBCA and articles of share exchange and other appropriate merger and share exchange documents required by the laws Delaware Secretary pursuant to the DGCL, as applicable, the filing of the Commonwealth of Virginia and the state of Texas, (v) any notices to or filings with the Small Business Administration (the “SBA”), (vi) any consents, authorizations, approvals, filings or exemptions in connection with compliance Bank Merger Certificates with the applicable provisions of federal and state securities laws relating to the regulation 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 Governmental Entities as required by applicable industry self-regulatory organization (“SRO”) or the rules of the NASD, or that are required under consumer finance, mortgage banking and other similar laws, (vii) the Company Stockholder Approval, (viii) any notices or filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) or applicable foreign antitrust, competition or similar lawslaw, and (ixk) 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 Ordinary Shares and Parent ADSs shares of NYCB Common Stock pursuant to this Agreement (“NYCB Share Issuance”) and the approval of the listing of such Parent Ordinary Shares and Parent ADSs NYCB Common Stock on the New York Stock Exchange (the “NYSE”), no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental or regulatory authority or instrumentality (including any government-sponsored enterprise) or SRO (each a “Governmental Entity”) are necessary in connection with (i) the execution and delivery by Flagstar of this Agreement, (ii) the execution and delivery by Flagstar Bank of the Bank Merger Agreement or (iii) the consummation by the Company Flagstar and Flagstar Bank of the Transaction Merger and the other transactions contemplated by this Agreementhereby (including the Holdco Merger and 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 of this Agreement.As

Consents and Approvals. Except for (ia) the filing of applications any required applications, filings and notices, as applicable, with NASDAQ or 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 “Federal Reserve Board”) Board under the BHC Act and the Bank Merger Act, and approval of such applications applications, filings and notices, (iic) the filing of any required applications, filings and notices, as applicable, with the MDOB and SDDB, and approval of such applications, filings and notices, (d) the filing of any required applications, filings or notices with any foreign, federal or state banking, securities or insurance or other regulatory authorities listed on Section 3.4 of the GWB Disclosure Schedule or Section 4.4 of the FIBK Disclosure Schedule and approval of such applications, filings and notices listed in Section 5.4 of the Company Disclosure Schedule (the “Other Regulatory Approvals”)notices, (iiie) the filing with the Securities and Exchange Commission (the “SEC”) SEC of the proxy statement (the “Joint Proxy Statement”) in definitive form relating to the special meeting of the Company’s stockholders to be held in connection with this Agreement Statement and the Transaction and the other transactions contemplated hereby and the filing and declaration of effectiveness of the registration statement of Parent on Form F-4 (the “F-4”) S-4 in which the Joint Proxy Statement will be included as a prospectus prospectus, and the declaration of Parenteffectiveness of the S-4, (ivf) the filing of the Certificate Articles of Merger with the Delaware Secretary of State of the State of Delaware pursuant to the DGCL and the Montana Secretary pursuant to the MBCA, as applicable, and the filing of articles of merger and articles of share exchange and other appropriate merger and share exchange documents the Bank Merger Certificates with the applicable Governmental Entities as required by applicable law, (g) if required by the laws HSR Act, the filing of the Commonwealth of Virginia and the state of Texas, (v) any notices to or filings with the Small Business Administration (the “SBA”), (vi) any consents, authorizations, approvalsapplications, 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 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 applicable industry self-regulatory organization (“SRO”) or the rules of the NASD, or that are required under consumer finance, mortgage banking and other similar laws, (vii) the Company Stockholder Approval, (viii) any notices or filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements HSR Act of 1976, as amended (the “HSR Act”) or applicable foreign antitrust, competition or similar laws, and (ixh) 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 Ordinary Shares and Parent ADSs shares of FIBK Class A Common Stock pursuant to this Agreement and the approval of the listing of such Parent Ordinary Shares and Parent ADSs FIBK Class A Common Stock on the New York Stock Exchange (the “NYSE”)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”) are necessary in connection with the consummation by the Company 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 (x) the execution and delivery by the Company FIBK of this AgreementAgreement or (y) the consummation by FIBK of the Merger and the other transactions contemplated hereby (including the Bank Merger). As of the date hereof, to the knowledge of FIBK, there is no reason why the necessary regulatory approvals and consents will not be received by FIBK to permit consummation of the Merger and the Bank Merger on a timely basis.

Consents and Approvals. Except for (ia) the filing of applications any required applications, filings and notices, as applicable, with the Board NYSE and The NASDAQ Stock Market, LLC, (b) the filing of Governors of any required applications, filings and notices, as applicable, with the Federal Reserve System (the “Federal Reserve Board”) Board under the BHC Act and approval of such applications applications, filings and notices, (iic) the filing of any required applications, filings and notices, as applicable, with the Federal Reserve Board under the Bank Merger Act, and approval of such applications, filings and notices, (d) the filing of any required applications, filings and notices, as applicable, with the Tennessee Department of Financial Institutions and the Louisiana Office of Financial Institutions, and approval of such applications, filings and notices, (e) the filing of any required applications, filings or notices with any foreign, federal or state banking, insurance or other regulatory authorities FINRA and approval of such applications, filings and notices notices, (f) those additional applications, filings and notices, if any, listed in on Section 5.4 3.4 of the Company IBKC Disclosure Schedule (or Section 4.4 of the “Other Regulatory Approvals”)First Horizon Disclosure Schedule and approval of such applications, filings and notices, (iiig) the filing with the Securities and Exchange Commission (the “SEC”) SEC of the proxy statement (the “Joint Proxy Statement”) in definitive form relating to the special meeting of the Company’s stockholders to be held in connection with this Agreement Statement and the Transaction and the other transactions contemplated hereby and the filing and declaration of effectiveness of the registration statement of Parent on Form F-4 (the “F-4”) S-4 in which the Joint Proxy Statement will be included as a prospectus prospectus, and the declaration by the SEC of Parentthe effectiveness of the S-4, (ivh) the filing of the Certificate Articles of Merger with the Tennessee Secretary of State of the State of Delaware pursuant to the DGCL TBCA and the Louisiana Secretary pursuant to the LBCA, as applicable, the filing of the Bank Merger Certificates with the applicable Governmental Entities as required by applicable law, and the filing of articles Articles of merger and articles of share exchange and other appropriate merger and share exchange documents required by Amendment for the laws of the Commonwealth of Virginia and the state of Texas, (v) any notices to or filings New First Horizon Preferred Stock with the Small Business Administration (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 regulation 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 applicable industry self-regulatory organization (“SRO”) or the rules of the NASD, or that are required under consumer finance, mortgage banking and other similar laws, (vii) the Company Stockholder Approval, (viii) any notices or filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) or applicable foreign antitrust, competition or similar lawsTennessee Secretary, and (ixi) 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 Ordinary Shares shares of First Horizon Common Stock and Parent ADSs New First Horizon Preferred Stock (or depositary shares in respect thereof) pursuant to this Agreement and the approval of the listing of such Parent Ordinary Shares First Horizon Common Stock and Parent ADSs New First Horizon Preferred Stock (or depositary shares in respect thereof) on the New York Stock Exchange (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”) are necessary in connection with the consummation by the Company 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 (i) the execution and delivery by the Company First Horizon of this Agreement, or (ii) the consummation by First Horizon of the Merger and the other transactions contemplated hereby (including the Bank Merger). As of the date hereof, First Horizon has no knowledge of any reason why the necessary regulatory approvals and consents will not be received by First Horizon to permit consummation of the Merger and the Bank Merger on a timely basis.

Consents and Approvals. Except for (ia) the filing of applications applications, filings and notices, as applicable, with the Board New York Stock Exchange, (b) the filing of Governors of applications, filings and notices, as applicable, with the Federal Reserve System (the “Federal Reserve Board”) Board under the BHC Act and approval of such applications applications, filings and notices, (iic) the filing of any required applications, filings and notices, as applicable, with the FDIC, and approval of such applications, filings, and notices, (d) the filing of any required applications, filings, and notices, as applicable, with any governmental agency that has authority over the mortgage production and sale business of the Company (inclusive of Xxxxxx Xxx and Xxxxxxx Mac), and approval of such applications, filings, and notices, (e) the filing of applications, filings and notices, as applicable, with the Tennessee Department of Financial Institutions in connection with the Merger and the Bank Merger and approval of such applications, filings and notices, (f) the filing of any required applications, filings or notices with any foreign, federal state banking authorities listed on Section 3.4 of the Company Disclosure Schedule or state banking, insurance or other regulatory authorities Section 4.4 of the Parent Disclosure Schedule and approval of such applications, filings and notices listed in Section 5.4 of the Company Disclosure Schedule (the “Other Regulatory Approvals”)notices, (iiig) the filing with the Securities and Exchange Commission (the “SEC”) of the a joint proxy statement (the “Proxy Statement”) in definitive form relating to the special meeting meetings of the Company’s stockholders shareholders and Parent’s shareholders to be held in connection with this Agreement and the Transaction and the other transactions contemplated hereby (including any amendments or supplements thereto, the “Joint Proxy Statement”), and the filing and declaration of effectiveness of the registration statement of Parent on Form F-4 (the “F-4”) S-4 in which the Joint Proxy Statement will be included as a prospectus prospectus, to be filed with the SEC by Parent in connection with the transactions contemplated by this Agreement (the “S-4”) and declaration by the SEC of Parentthe effectiveness of the S-4, (ivh) the filing of the Certificate Articles of Merger with the Tennessee Secretary of State of the State of Delaware pursuant to the DGCL TBCA, and the filing of articles of merger and articles of share exchange and other appropriate merger and share exchange documents required by the laws of the Commonwealth of Virginia and the state of TexasBank Merger Certificates, (v) 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 applicable provisions of federal and state securities laws relating to the regulation 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 applicable industry self-regulatory organization (“SRO”) or the rules of the NASD, or that are required under consumer finance, mortgage banking and other similar laws, (vii) the Company Stockholder Approval, (viii) any notices or filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) or applicable foreign antitrust, competition or similar laws, and (ixi) 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 Ordinary Shares and Parent ADSs Common Stock pursuant to this Agreement and (j) the approval of the listing of such Parent Ordinary Shares and Parent ADSs Common Stock on the New York Stock Exchange (the “NYSE”)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 the consummation by the Company 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 (i) the execution and delivery by the Company of this AgreementAgreement or (ii) the consummation by the Company of the Merger and the other transactions contemplated hereby (including the Bank Merger). As of the date hereof, the 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 Bank Merger on a timely basis.

Consents and Approvals. Except for (ia) the filing of applications applications, filings and notices, as applicable, with the Board New York Stock Exchange, (b) the filing of Governors of applications, filings and notices, as applicable, with the Federal Reserve System (the “Federal Reserve Board”) under the BHC Act Board and approval of such applications applications, filings and notices, (iic) the filing of applications, filings and notices, as applicable, with the Georgia Department of Banking and Finance in connection with the Merger and the Bank Merger and approval of such applications, filings and notices, (d) the filing of any required applications, filings or notices with any foreign, federal state banking authorities listed on Section 3.4 of the Company Disclosure Schedule or state banking, insurance or other regulatory authorities Section 4.4 of the Parent Disclosure Schedule and approval of such applications, filings and notices listed in Section 5.4 of the Company Disclosure Schedule (the “Other Regulatory Approvals”)notices, (iiie) the filing with the Securities and Exchange Commission (the “SEC”) SEC of the proxy statement (the “Joint Proxy Statement”) in definitive form relating to the special meeting of the Company’s stockholders to be held in connection with this Agreement Statement and the Transaction and the other transactions contemplated hereby and the filing and declaration of effectiveness of the registration statement of Parent on Form F-4 (the “F-4”) S-4 in which the Joint Proxy Statement will be included as a prospectus prospectus, and declaration by the SEC of Parentthe effectiveness of the S-4, (ivf) the filing of the Certificate of Merger with the Delaware Secretary of State of the State of Delaware pursuant to the DGCL DGCL, and the filing of articles of merger and articles of share exchange and other appropriate merger and share exchange documents required by the laws of the Commonwealth of Virginia and the state of TexasBank Merger Certificates, (v) 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 applicable provisions of federal and state securities laws relating to the regulation 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 applicable industry self-regulatory organization (“SRO”) or the rules of the NASD, or that are required under consumer finance, mortgage banking and other similar laws, (vii) the Company Stockholder Approval, (viii) any notices or filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) or applicable foreign antitrust, competition or similar laws, and (ixg) 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 Ordinary Shares and Parent ADSs Common Stock pursuant to this Agreement and (h) the approval of the listing of such Parent Ordinary Shares and Parent ADSs Common Stock on the New York Stock Exchange (the “NYSE”)Exchange, 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 the consummation by the Company 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 (i) the execution and delivery by the Company Parent or Merger Sub of this AgreementAgreement or (ii) the consummation by Parent or Merger Sub of the Merger and the other transactions contemplated hereby (including the Bank Merger). As of the date hereof, Parent 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. Except for (i) the filing of applications applications, notices and noticesforms with, as applicableand the obtaining of approvals from, with the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) Michigan Insurance Commissioner under the BHC Act Michigan Insurance Code, the Florida Insurance Department under the Florida Insurance Code, and approval the Illinois Insurance Director under the Illinois Insurance Code with respect to the transactions contemplated by this Agreement (including the incorporation of such applications INSCX xxx its authorization to do business in the State of Michigan and noticesthe State of Florida), (ii) the filing of any other required applications, filings or notices with and forms with, and the obtaining of approvals from any foreign, federal or state banking, insurance or other regulatory authorities and approval of such applications, filings and notices listed in Section 5.4 of the Company Disclosure Schedule (the “Other Regulatory Approvals”)Governmental Entity, (iii) the filing with the Securities and Exchange Commission (the “SEC”) SEC of the proxy statement (the “Joint Proxy Statement”) in definitive form relating to the special meeting of the Company’s stockholders to be held in connection with this Agreement Statement and the Transaction and the other transactions contemplated hereby and the filing and declaration of effectiveness of the registration statement of Parent on Form F-4 (the “F-4”) in which the Proxy Statement will be included as a prospectus of ParentS-4, (iv) the filing of the Certificate INSCX Xxxtificate of Merger and the PICOM Certificates of Merger with the Secretary of State appropriate authorities of the State of Delaware Michigan pursuant to the DGCL Michigan Insurance Code and with the appropriate authorities of the State of Florida pursuant to the Florida Insurance Code and the filing of articles of merger and articles of share exchange and other appropriate merger and share exchange documents required by the laws of the Commonwealth of Virginia and the state of TexasFBCA, (v) any notices to or filings the filing of the HSR Act Report with the Small Business Administration (Pre-Merger Notification Agencies pursuant to the “SBA”)HSR Act, (vi) any consents, authorizations, orders and approvals required under (A) the Michigan Insurance Code, (B) the Florida Insurance Code, (C) the Illinois Insurance Code, (D) the Securities Act, (E) the Exchange Act, and (F) 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 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 applicable industry self-regulatory organization (“SRO”) or the rules of the NASD, or that which are required under consumer finance, mortgage banking and insurance or other similar laws, (vii) the Company Stockholder Approval, (viii) any notices or filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) or applicable foreign antitrust, competition or similar laws, and (ixviii) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws approval of various states in connection with this Agreement by the issuance requisite votes of the Parent Ordinary Shares and Parent ADSs pursuant to this Agreement and approval stockholders of listing Professionals Group, the stockholders of such Parent Ordinary Shares and Parent ADSs on PICOM, the New York Stock Exchange (stockholders of INSCX, xxd the “NYSE”)Voting Members of PPTF, 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”) are necessary in connection with the consummation by the Company of the Transaction and the other transactions contemplated by this Agreement. No consents or approvals of or filings or registrations with any Governmental Entity third party are necessary in connection with the execution and delivery by PPTF of this Agreement or the Company consummation by PPTF of the transactions contemplated by this Agreement.

Consents and Approvals. Except for (ia) the filing of applications any required applications, filings and notices, as applicable, with the NYSE and the NASDAQ Global Select Market (“Nasdaq”), (b) the filing of any required applications, filings and notices, as applicable, with the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) under the BHC Act and approval of such applications applications, filings and notices, (iic) the filing of any required applications, filings and notices, as applicable, with the Massachusetts Division of Banks (the “MDOB”), Rhode Island Department of Business Regulation, Division of Banking (the “RIDOB”) and the New York Department of Financial Services (the “NYDFS”) and approval of such applications, filings and notices, (d) the filing of any required applications, filings or notices with any foreign, federal state banking or state banking, insurance authorities listed on Section 3.4 of the Brookline Disclosure Schedule or other regulatory authorities Section 4.4 of the Berkshire Disclosure Schedule and approval of such applications, filings and notices listed in Section 5.4 of the Company Disclosure Schedule (the “Other Regulatory Approvals”)notices, (iiie) the filing with the Securities and Exchange Commission (the “SEC”) of the a joint proxy statement (the “Proxy Statement”) in definitive form relating to the special meeting meetings of the CompanyBrookline’s stockholders and Berkshire’s stockholders to be held in connection with this Agreement and the Transaction and the other transactions contemplated hereby (including any amendments or supplements thereto, the “Joint Proxy Statement”), and the filing and declaration of effectiveness of the registration statement of Parent on Form F-4 (the “F-4”) S-4 in which the Joint Proxy Statement will be included as a prospectus prospectus, to be filed with the SEC by Berkshire in connection with the transactions contemplated by this Agreement (the “S-4”) and the declaration of Parenteffectiveness of the S-4, (ivf) the filing of the Certificate of Merger with the Delaware Secretary of State of the State of Delaware pursuant to the DGCL and DGCL, (g) the filing of articles of merger and articles of share exchange and other appropriate merger and share exchange documents required by the laws Holdco Merger Certificate with the Delaware Secretary pursuant to the DGCL, (h) the filing of the Commonwealth of Virginia and the state of Texas, (v) any notices to or filings with the Small Business Administration (the “SBA”), (vi) any consents, authorizations, approvals, filings or exemptions in connection with compliance Bank Merger Certificates with the applicable provisions of federal and state securities laws relating to the regulation 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 Governmental Entities as required by applicable industry self-regulatory organization (“SRO”) or the rules of the NASD, or that are required under consumer finance, mortgage banking and other similar lawslaw, (vii) the Company Stockholder Approval, (viii) any notices or filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) or applicable foreign antitrust, competition or similar laws, and (ixi) 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 Ordinary Shares and Parent ADSs shares of Berkshire Common Stock pursuant to this Agreement (the “Berkshire Share Issuance”), and (j) the approval of the listing of such Parent Ordinary Shares and Parent ADSs Berkshire Common Stock on the New York Stock Exchange (the “NYSE”), 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 (“SRO”) (each a “Governmental Entity”) are necessary in connection with (A) the execution and delivery by Brookline of this Agreement or (B) the consummation by the Company Brookline of the Transaction Merger and the other transactions contemplated by this Agreementhereby (including the Holdco Merger and the Bank Merger). No As of the date hereof, Brookline is not aware of any reason why the necessary regulatory approvals and consents or approvals will not be received in order to permit consummation of or filings or registrations with any Governmental Entity are necessary in connection with the execution Merger, the Holdco Merger and delivery by the Company of this AgreementBank Merger on a timely basis.

Consents and Approvals. Except for (ia) the filing of applications applications, filings and notices, as applicable, with The NASDAQ Stock Market LLC (“NASDAQ”), (b) the filing of applications, filings and notices, as applicable, with the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) under the BHC Act Board and approval of such applications applications, filings and notices, (iic) the filing of applications, filings and notices, as applicable, with the Office of the Comptroller of the Currency (the “OCC”), the FDIC and the Georgia Department of Banking and Finance and approval of such applications, filings and notices, (d) the filing of any required applications, filings or notices with any foreign, federal state banking authorities listed on Section 3.4 of the Company Disclosure Schedule or state banking, insurance or other regulatory authorities Section 4.4 of the Parent Disclosure Schedule and approval of such applications, filings and notices listed in Section 5.4 of the Company Disclosure Schedule (the “Other Regulatory Approvals”)notices, (iiie) the filing with the Securities and Exchange Commission (the “SEC”) of the a joint information statement/proxy statement (the “Proxy Statement”) in definitive form relating to the special meeting of the Company’s stockholders shareholders to be held in connection with this Agreement and the Transaction and the other transactions contemplated hereby (including any amendments or supplements thereto, the “Joint Information Statement/Proxy Statement”) (or, if applicable, the Information Statement and the filing Proxy Statement), and of the registration statement on Form S-4 in which the Joint Information Statement/Proxy Statement (or, if applicable, the Proxy Statement) will be included as a prospectus, to be filed with the SEC by Parent in connection with the transactions contemplated by this Agreement (the “S-4”) and declaration of effectiveness of the registration statement of Parent on Form F-4 (the “F-4”) in which the Proxy Statement will be included as a prospectus of ParentS-4, (ivf) the filing of the Georgia Articles of Merger with the Georgia Secretary pursuant to the GBCC, the filing of the Delaware Certificate of Merger with the Delaware Secretary of State of the State of Delaware pursuant to the DGCL and the filing of articles of merger and articles of share exchange and other appropriate merger and share exchange documents required by the laws of the Commonwealth of Virginia and the state of TexasBank Merger Certificates, (v) 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 applicable provisions of federal and state securities laws relating to the regulation 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 applicable industry self-regulatory organization (“SRO”) or the rules of the NASD, or that are required under consumer finance, mortgage banking and other similar laws, (vii) the Company Stockholder Approval, (viii) any notices or filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) or applicable foreign antitrust, competition or similar laws, and (ixg) 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 Ordinary Shares and Parent ADSs Common Stock pursuant to this Agreement and (h) the approval of the listing of such Parent Ordinary Shares and Parent ADSs Common Stock on the New York Stock Exchange (the “NYSE”), 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 the consummation by the Company 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 (i) the execution and delivery by the Company of this AgreementAgreement or (ii) the consummation by the Company of the Merger and the other transactions contemplated hereby (including the Bank Merger). As of the date hereof, the 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 Bank Merger on a timely basis.

Consents and Approvals. Except for (ia) the filing of applications any required applications, filings and notices, as applicable, with the Board New York Stock Exchange, (b) the filing of Governors of any required applications, filings and notices, as applicable, with the Federal Reserve System (the “Federal Reserve Board”) Board under the BHC Act and approval of such applications applications, filings and notices, (iic) the filing of any required applications, filings and notices, as applicable, with the FDIC, and approval of such applications, filings and notices, (d) the filing of any required applications, filings and notices, as applicable, with the North Carolina Commissioner of Banks and the Georgia Department of Banking and Finance in connection with the Bank Merger, and approval of such applications, filings and notices, (e) the filing of any required applications, filings or notices with FINRA and approval of such applications, filings and notices, (f) the filing of any required applications, filings or notices with any foreign, federal state banking authorities listed on Section 3.4 of the SunTrust Disclosure Schedule or state banking, insurance or other regulatory authorities Section 4.4 of the BB&T Disclosure Schedule and approval of such applications, filings and notices listed in Section 5.4 of the Company Disclosure Schedule (the “Other Regulatory Approvals”)notices, (iiig) the filing with the Securities and Exchange Commission (the “SEC”) SEC of the proxy statement (the “Joint Proxy Statement”) in definitive form relating to the special meeting of the Company’s stockholders to be held in connection with this Agreement Statement and the Transaction and the other transactions contemplated hereby and the filing and declaration of effectiveness of the registration statement of Parent on Form F-4 (the “F-4”) S-4 in which the Joint Proxy Statement will be included as a prospectus prospectus, and the declaration of Parenteffectiveness of the S-4, (ivh) the filing of the Certificate Certificates of Merger with the North Carolina Secretary of State of the State of Delaware pursuant to the DGCL NCBCA and the Georgia Secretary pursuant to the GBCC, as applicable, the filing of the Bank Merger Certificates with the applicable Governmental Entities as required by applicable law, and the filing of articles Articles of merger and articles of share exchange and other appropriate merger and share exchange documents required by Amendment for the laws of the Commonwealth of Virginia and the state of Texas, (v) any notices to or filings New BB&T Preferred Stock with the Small Business Administration (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 regulation 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 applicable industry self-regulatory organization (“SRO”) or the rules of the NASD, or that are required under consumer finance, mortgage banking and other similar laws, (vii) the Company Stockholder Approval, (viii) any notices or filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) or applicable foreign antitrust, competition or similar laws, North Carolina Secretary and (ixi) 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 Ordinary Shares shares of BB&T Common Stock and Parent ADSs New BB&T Preferred Stock pursuant to this Agreement and the approval of the listing of such Parent Ordinary Shares and Parent ADSs BB&T Common Stock on the New York Stock Exchange (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”) are necessary in connection with the consummation by the Company 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 (i) the execution and delivery by the Company BB&T of this AgreementAgreement or (ii) the consummation by BB&T of the Merger and the other transactions contemplated hereby (including the Bank Merger). As of the date hereof, BB&T is not aware of any reason why the necessary regulatory approvals and consents will not be received by BB&T to permit consummation of the Merger and Bank Merger on a timely basis.

Consents and Approvals. Except for (ia) the filing of applications applications, filings and notices, as applicable, with the Board NYSE, (b) the filing of Governors of applications, filings and notices, as applicable, with the Federal Reserve System (the “Federal Reserve Board”) under the BHC Act Board and approval of such applications applications, filings and notices, (iic) the filing of applications, filings and notices, as applicable, with the OCC, the FDIC and the Georgia Department of Banking and Finance and approval of such applications, filings and notices, (d) the filing of any required applications, filings or notices with any foreign, federal state banking authorities listed on Section 3.4 of the Company Disclosure Schedule or state banking, insurance or other regulatory authorities Section 4.4 of the Parent Disclosure Schedule and approval of such applications, filings and notices listed in Section 5.4 of the Company Disclosure Schedule (the “Other Regulatory Approvals”)notices, (iiie) the filing with the Securities and Exchange Commission (the “SEC”) SEC of the proxy statement Joint Information Statement/Proxy Statement (or, if applicable, the “Information Statement and the Proxy Statement”) in definitive form relating to the special meeting of the Company’s stockholders to be held in connection with this Agreement and the Transaction and S-4 in which the other transactions contemplated hereby and Joint Information Statement/Proxy Statement (or, if applicable, the filing Proxy Statement) will be included as a prospectus, and declaration of effectiveness of the registration statement of Parent on Form F-4 (the “F-4”) in which the Proxy Statement will be included as a prospectus of ParentS-4, (ivf) the filing of the Georgia Articles of Merger with the Georgia Secretary pursuant to the GBCC, the filing of the Delaware Certificate of Merger with the Delaware Secretary of State of the State of Delaware pursuant to the DGCL and the filing of articles of merger and articles of share exchange and other appropriate merger and share exchange documents required by the laws of the Commonwealth of Virginia and the state of TexasBank Merger Certificates, (v) 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 applicable provisions of federal and state securities laws relating to the regulation 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 applicable industry self-regulatory organization (“SRO”) or the rules of the NASD, or that are required under consumer finance, mortgage banking and other similar laws, (vii) the Company Stockholder Approval, (viii) any notices or filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) or applicable foreign antitrust, competition or similar laws, and (ixg) 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 Ordinary Shares and Parent ADSs Common Stock pursuant to this Agreement and (h) the approval of the listing of such Parent Ordinary Shares and Parent ADSs Common Stock on the New York Stock Exchange (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”) are necessary in connection with the consummation by the Company 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 (i) the execution and delivery by the Company Parent of this AgreementAgreement or (ii) the consummation by Parent of the Merger and the other transactions contemplated hereby (including the Bank Merger). As of the date hereof, Parent 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. Except for (i) the filing of applications applications, filings and notices, as applicable, with the NASDAQ, (ii) the filing of applications, filings and notices, as applicable, with the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) under the BHC Act and approval of such applications applications, filings and notices, (iiiii) the filing of any required applications, filings or notices with the Bureau of Financial Institutions of the Virginia State Corporation Commission (the “Bureau of Financial Institutions”) and any foreign, federal state banking authorities listed on Section 3.4 of the Xenith Disclosure Schedule or state banking, insurance or other regulatory authorities Section 4.4 of the HRB Disclosure Schedule and approval of such applications, filings and notices listed in Section 5.4 of the Company Disclosure Schedule (the “Other Regulatory Approvals”)notices, (iiiiv) the filing with the Securities and Exchange Commission (the “SEC”) of the a joint proxy statement (the “Proxy Statement”) in definitive form relating to the special meeting meetings of the CompanyXenith’s stockholders and HRB’s shareholders to be held in connection with this Agreement and the Transaction and the other transactions contemplated hereby (including any amendments or supplements thereto, the “Joint Proxy Statement”), and the filing and declaration of effectiveness of the registration statement of Parent on Form F-4 (the “F-4”) S-4 in which the Joint Proxy Statement will be included as a prospectus prospectus, to be filed with the SEC by HRB in connection with the transactions contemplated by this Agreement (the “S-4”) and declaration of Parenteffectiveness of the S-4, (ivv) the filing of the Certificate Articles of Merger with the Secretary of State of the State of Delaware VSCC pursuant to the DGCL VSCA and the filing of articles of merger and articles of share exchange and other appropriate merger and share exchange documents required by the laws of the Commonwealth of Virginia and the state of Texas, (v) 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 applicable provisions of federal and state securities laws relating to the regulation 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 applicable industry self-regulatory organization (“SRO”) or the rules of the NASD, or that are required under consumer finance, mortgage banking and other similar laws, (vii) the Company Stockholder Approval, (viii) any notices or filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) or applicable foreign antitrust, competition or similar lawsBank Merger Certificates, and (ixvi) 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 Ordinary Shares and Parent ADSs shares of HRB Common Stock pursuant to this Agreement and the approval of the listing of such Parent Ordinary Shares and Parent ADSs HRB Common Stock on the New York Stock Exchange (the “NYSE”)NASDAQ, 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 each, a “Governmental Entity”) are necessary in connection with (A) the execution and delivery by Xenith of this Agreement or (B) the consummation by the Company Xenith of the Transaction Merger and the other transactions contemplated hereby (including the Bank Merger, the HRB Bank Payment and the Xenith Bank Payment)). As of the date hereof, Xenith is not aware of any reason why the necessary regulatory approvals and consents will not be received by this Agreement. No consents or approvals Xenith to permit consummation of or filings or registrations with any Governmental Entity are necessary in connection with the execution Merger and delivery by the Company of this AgreementBank Merger on a timely basis.

Consents and Approvals. Except for (ia) 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 “Federal Reserve Board”) under the BHC Act and approval of such applications applications, filings and notices, (iic) the filing of 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, filings and notices, (d) the filing of any required applications, filings or notices with any foreign, federal state banking or state banking, insurance authorities listed on Section 3.4 of the Sterling Disclosure Schedule or other regulatory authorities Section 4.4 of the Wxxxxxx Disclosure Schedule and approval of such applications, filings and notices listed in Section 5.4 of the Company Disclosure Schedule (the “Other Regulatory Approvals”)notices, (iiie) the filing with the Securities and Exchange Commission (the “SEC”) of the a joint proxy statement (the “Proxy Statement”) in definitive form relating to the special meeting meetings of the CompanySterling’s and Wxxxxxx’x stockholders to be held in connection with this Agreement and the Transaction and the other transactions contemplated hereby (including any amendments or supplements thereto, the “Joint Proxy Statement”), and the filing and declaration of effectiveness of the registration statement of Parent on Form F-4 (the “F-4”) S-4 in which the Joint Proxy Statement will be included as a prospectus prospectus, to be filed with the SEC by Wxxxxxx in connection with the transactions contemplated by this Agreement (the “S-4”) and the declaration of Parenteffectiveness of the S-4, (ivf) the filing of the Wxxxxxx Certificate Amendment, the Certificate of Merger and the Certificate of Designations for the New Wxxxxxx Preferred Stock with the Delaware Secretary of State of the State of Delaware pursuant to the DGCL and the filing of articles of merger and articles of share exchange and other appropriate merger and share exchange documents required by the laws of the Commonwealth of Virginia and the state of Texas, (v) 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 applicable provisions of federal and state securities laws relating to the regulation 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 applicable industry self-regulatory organization (“SRO”) or the rules of the NASD, or that are required under consumer finance, mortgage banking and other similar laws, (vii) the Company Stockholder Approval, (viii) any notices or filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) or applicable foreign antitrust, competition or similar laws, Bank Merger Certificates and (ixg) 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 Ordinary Shares shares of Wxxxxxx Common Stock and Parent ADSs New Wxxxxxx Preferred Stock (or depositary shares in respect thereof) pursuant to this Agreement and the approval of the listing of such Parent Ordinary Shares Wxxxxxx Common Stock and Parent ADSs New Wxxxxxx Preferred Stock (or depositary shares in respect thereof) on the New York Stock Exchange (the “NYSE”), 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 (i) the execution and delivery by Sterling of this Agreement or (ii) the consummation by the Company Sterling of the Transaction Merger and the other transactions contemplated by this Agreementhereby (including the Bank Merger). No As of the date hereof, Sterling is not aware of any reason why the necessary regulatory approvals and consents or approvals will not be received in order to permit consummation of or filings or registrations with any Governmental Entity are necessary in connection with the execution Merger and delivery by the Company of this AgreementBank Merger on a timely basis.

Consents and Approvals. Except for (i) the filing of applications applications, filings and notices, as applicable, with the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) Board under the BHC Act and approval of such applications applications, filings and notices, (ii) the filing of applications, filings and notices, as applicable, with the OCC in connection with the Bank Merger, including under the Bank Merger Act, and approval of such applications, filings and notices, (iii) the filing of applications, filings and notices, as applicable, with the FDIC, the North Carolina Commissioner of Banks and the Pennsylvania Department of Banking in connection with the Bank Merger, including under the Bank Merger Act, and approval of such applications, filings and notices, (iv) the filing of any required applications, filings or notices with any foreign, federal state banking authorities listed on Section 3.4 of the National Penn Disclosure Schedule or state banking, insurance or other regulatory authorities Section 4.4 of the Parent Disclosure Schedule and approval of such applications, filings and notices listed in Section 5.4 of the Company Disclosure Schedule (the “Other Regulatory Approvals”)notices, (iiiv) the filing with the Securities and Exchange Commission (the “SEC”) SEC of the proxy statement (the “Proxy Statement”) in definitive form relating to the special meeting of the Company’s stockholders to be held in connection with this Agreement Statement and the Transaction and the other transactions contemplated hereby and the filing and declaration of effectiveness of the registration statement of Parent on Form F-4 (the “F-4”) S-4 in which the Proxy Statement will be included as a prospectus prospectus, and declaration of Parenteffectiveness of the S-4, (ivvi) the filing of the Certificate Certificates of Merger with the North Carolina Secretary of State of the State of Delaware pursuant to the DGCL NCBCA and the Pennsylvania Department pursuant to the PBCL, and the filing of articles of merger and articles of share exchange and other appropriate merger and share exchange documents required by the laws of the Commonwealth of Virginia and the state of Texas, (v) 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 applicable provisions of federal and state securities laws relating to the regulation 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 applicable industry self-regulatory organization (“SRO”) or the rules of the NASD, or that are required under consumer finance, mortgage banking and other similar lawsBank Merger Certificates, (vii) the Company Stockholder Approval, (viii) filing of any notices or other filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements HSR Act of 1976, as amended (the “HSR Act”) or applicable foreign antitrust, competition or similar laws, and (ixviii) 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 Ordinary Shares and Parent ADSs Common Stock pursuant to this Agreement and the approval of the listing of such Parent Ordinary Shares and Parent ADSs Common Stock on the New York Stock Exchange (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”) are necessary in connection with the consummation by the Company 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 (A) the execution and delivery by the Company Parent of this AgreementAgreement or (B) the consummation by Parent of the Merger and the other transactions contemplated hereby (including the Bank Merger). As of the date hereof, Parent 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. Except for (ia) the filing of applications any required applications, filings and notices, as applicable, with NASDAQ, (b) the filing of any required applications, filings, waiver requests and notices, as applicable, with (i) the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) under the BHC Act Act, the Bank Merger Act, 12 U.S.C. § 1828(c) (the “Bank Merger Act”) and approval of such applications the Rxxxxx-Xxxx Interstate Banking and noticesBranching Efficiency Act, 12 U.S.C. § 1831u (the “Rxxxxx-Xxxx Act”), and (ii) the filing of any required applications, filings or notices with any foreign, federal or state banking, securities or insurance or other regulatory authorities listed on Section 3.4 of the SASR Disclosure Schedule or Section 4.4 of the AUB Disclosure Schedule and approval of such applications, filings and notices listed in Section 5.4 of the Company Disclosure Schedule (the “Other Regulatory Approvals”)notices, (iiic) the filing by SASR with the Securities and Exchange Commission (the “SEC”) of the a joint proxy statement (the “Proxy Statement”) statement/prospectus in definitive form relating to (including any amendments or supplements thereto, the special meeting of the Company’s stockholders to be held in connection with this Agreement “Joint Proxy Statement/Prospectus”), and the Transaction and the other transactions contemplated hereby and the filing and declaration of effectiveness of the registration statement of Parent on Form F-4 (the “F-4”) S-4 in which the Joint Proxy Statement Statement/Prospectus will be included as a prospectus prospectus, to be filed with the SEC by AUB in connection with the transactions contemplated by this Agreement (the “S-4”), and the declaration by the SEC of Parentthe effectiveness of the S-4, (ivd) the filing of the Certificate Articles of Merger with the Secretary of State of the State of Delaware MSDAT pursuant to the DGCL MGCL and the VSCC pursuant to the VSCA, as applicable, and the filing of articles of merger and articles of share exchange and other appropriate merger and share exchange documents the Bank Merger Certificates with the applicable Governmental Entities as required by applicable law, (e) if required by the laws of the Commonwealth of Virginia and the state of Texas, (v) 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 applicable provisions of federal and state securities laws relating to the regulation 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 applicable industry self-regulatory organization (“SRO”) or the rules of the NASD, or that are required under consumer finance, mortgage banking and other similar laws, (vii) the Company Stockholder Approval, (viii) any notices or filings under the Xxxx-Xxxxx-Hxxx Sxxxx Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) ), the filing of any applications, filings or applicable foreign antitrust, competition or similar laws, notices under the HSR Act and (ixf) 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 Ordinary Shares and Parent ADSs shares of AUB Common Stock pursuant to this Agreement and the approval of the listing of such Parent Ordinary Shares and Parent ADSs AUB Common Stock on the New York Stock Exchange (the “NYSE”), no consents or approvals of or filings or registrations with any court, administrative agency or commission commission, or other governmental or regulatory authority or instrumentality (each each, a “Governmental Entity”) are necessary in connection with (x) the execution and delivery by SASR of this Agreement or (y) the consummation by the Company SASR of the Transaction Merger and the other transactions contemplated hereby (including the Bank Merger). As of the date hereof, to the knowledge of SASR, there is no reason why the necessary regulatory approvals and consents will not be received by this Agreement. No consents or approvals SASR to permit consummation of or filings or registrations with any Governmental Entity are necessary in connection with the execution Merger and delivery by the Company of this AgreementBank Merger on a timely basis.

Consents and Approvals. Except for (ia) the filing of applications applications, filings and notices, as applicable, with the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) under the BHC Act and approval of such applications and noticesNASDAQ, (iib) the filing of any required applications, filings or notices and notices, as applicable, with any foreign, federal or state banking, insurance or other regulatory authorities the Federal Reserve Board under the HOLA and approval of such applications, filings and notices listed in Section 5.4 of the Company Disclosure Schedule (the “Other Regulatory Approvals”)notices, (iiic) the filings of applications, filings and notices, as applicable, with the OCC, and approval of such applications, filings and notices, (d) the filing of applications, filings and notices, as applicable, with the NJ Department in connection with the Bank Merger, and approval of such applications, filings and notices, (e) the filing with the Securities and Exchange Commission SEC of (the “SEC”i) any filings under applicable requirements of the proxy statement (Exchange Act, including the “Proxy Statement”) in definitive form relating to the special meeting filing of the Company’s stockholders to be held in connection with this Agreement Joint Proxy Statement and (ii) the Transaction and the other transactions contemplated hereby and the filing S-4 and declaration of effectiveness of the registration statement of Parent on Form F-4 (the “F-4”) in which the Proxy Statement will be included as a prospectus of ParentS-4, (ivf) the filing of the Certificate Articles of Merger with the Secretary of State SDAT pursuant to the MGCL, (g) the filing of the State of Second-Step Merger Certificates with the Delaware pursuant to Secretary and the SDAT in accordance with the DGCL and the MGCL, respectively, (i) the filing of articles of merger and articles of share exchange and other appropriate merger and share exchange documents required by the laws of the Commonwealth of Virginia and the state of Texas, (v) 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 applicable provisions of federal and state securities laws relating to the regulation 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 applicable industry self-regulatory organization (“SRO”) or the rules of the NASD, or that are required under consumer finance, mortgage banking and other similar laws, (vii) the Company Stockholder Approval, (viii) any notices or filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) or applicable foreign antitrust, competition or similar lawsBank Merger Certificate, and (ixh) 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 Ordinary Shares and Parent ADSs Common Stock pursuant to this Agreement and the approval of the listing of such Parent Ordinary Shares and Parent ADSs Common Stock on the New York Stock Exchange (the “NYSE”)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”) are necessary in connection with the consummation by the Company 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 (A) the execution and delivery by the Company Parent of this AgreementAgreement or (B) the consummation by Parent of the Integrated Mergers and the other transactions contemplated hereby (including the Bank Merger).

Consents and Approvals. Except for (i) the filing of applications and notices, as applicable, with the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) Board under the BHC Act and the Federal Reserve Act, as amended, and approval of such applications and notices, 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 OCC or the Ohio DFI and the Federal Reserve Board and approval of such applications and notice, (ii) the filing of any required applications, filings or notices with any foreign, federal or state banking, insurance or other regulatory authorities and approval of such applications, filings and notices listed in Section 5.4 of the Company Disclosure Schedule (the “Other Regulatory Approvals”), (iii) the filing with the Securities and Exchange Commission (the “SEC”) SEC of the proxy statement (the “Joint Proxy Statement”) in definitive form relating to the special meeting of the Company’s stockholders to be held in connection with this Agreement and the Transaction and the other transactions contemplated hereby Statement and the filing and declaration of effectiveness of the registration statement of Parent on Form F-4 (the “F-4”) in which the Proxy Statement will be included as a prospectus of ParentS-4, (iv) the filing of the Articles of Merger with and 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 Delaware Ohio pursuant to the DGCL and the filing of articles of merger and articles of share exchange and other appropriate merger and share exchange documents required by the laws of the Commonwealth of Virginia and the state of TexasOGCL, (v) any notices to or filings with the Small Business Administration (the “SBA”), (vi) any notices or filings under 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 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 applicable applicably industry self-regulatory organization (“SRO”) or , and the rules of the NASDNasdaq, or that are required under consumer finance, mortgage banking and other similar laws, (vii) the Company Stockholder Approval, (viii) any notices or filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) or applicable foreign antitrust, competition or similar laws, and (ix) 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 Ordinary Shares and Parent ADSs shares of Huntington Common Stock pursuant to this Agreement and approval of listing of such Parent Ordinary Shares and Parent ADSs Huntington Common Stock on the New York Nasdaq Stock Exchange Market, (ix) the “NYSE”), no consents or approvals approval of or filings or registrations with any court, administrative agency or commission or other governmental authority or instrumentality (each a “Governmental Entity”) are necessary the issuance of Huntington Common Stock in connection with the consummation Merger by the Company requisite vote of stockholders of Huntington, and (x) filings, if any, required as a result of the Transaction and the other transactions contemplated by this Agreement. No particular status of Sky, no consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with (A) the execution and delivery by Huntington or Merger Sub of this Agreement and (B) the Company consummation by Huntington or Merger Sub of the Merger and the other transactions contemplated by this Agreement.

Consents and Approvals. Except for (ia) the filing of applications and notices, as applicable, with the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) under the BHC Act Act, as amended, and the Federal Reserve Act, as amended, the Office of the Commissioner of Banks of the State of North Carolina and the State of South Carolina Board of Financial Institutions and approval of such applications and notices, (iib) the filing of any required applications, filings or notices with the FDIC and any foreign, other federal or state banking, insurance or other regulatory or self-regulatory authorities or any courts, administrative agencies or commissions or other governmental authorities or instrumentalities (each a “Governmental Entity”) and approval of such applications, filings and notices listed in Section 5.4 of the Company Disclosure Schedule (the “Other Regulatory Approvals”), (iiic) the filing with the Securities and Exchange Commission (the “SEC”) of the a proxy statement (the “Proxy Statement”) in definitive form relating to the special meeting of the Company’s stockholders Target Shareholder Meeting to be held in connection with this Agreement and the Transaction and the other transactions contemplated hereby and the filing and declaration of effectiveness of the registration statement of Parent on Form F-4 by this Agreement (the “F-4Proxy Statement”) and of a registration statement on Form S-4 (the “Form S-4”) in which the Proxy Statement will be included as a prospectus proxy statement/prospectus, and declaration of Parenteffectiveness of the Form S-4, (ivd) the filing of the Certificate South Carolina Articles of Merger with the South Carolina Secretary of State of the State of Delaware pursuant to the DGCL SCBCA and the filing North Carolina Articles of articles Merger with the North Carolina Secretary of merger and articles of share exchange and other appropriate merger and share exchange documents required by State pursuant to the laws of the Commonwealth of Virginia and the state of TexasNCBCA, (v) any notices to or filings with the Small Business Administration (the “SBA”), (vie) 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 companies, investment advisers or transfer agents agents, and federal commodities laws relating to the regulation of futures commission merchants, commodity trading advisers, commodity pool operators or introducing brokers merchants and the rules and regulations thereunder and of any securities or futures exchange or other applicable industry self-regulatory organization (“SRO”) or ), and the rules and regulations of the NASDThe Nasdaq Stock Market, or that are required under consumer finance, mortgage banking and other similar laws, and (viif) the Company Stockholder Approval, (viii) any notices or filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) or applicable foreign antitrust), competition or similar laws, and (ix) 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 Ordinary Shares and Parent ADSs pursuant to this Agreement and approval of listing of such Parent Ordinary Shares and Parent ADSs on the New York Stock Exchange (the “NYSE”)if any, 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 the consummation by the Company Target of the Transaction Merger 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 Target of this Agreement.

Consents and Approvals. Except for (ia)(i) compliance with the premerger notification filing requirements under Part IX of the Competition Act (Canada) and the expiration of the applicable waiting period in relation thereto or (ii) receipt of an advance ruling certificate (an "ARC") pursuant to section 102 of the Competition Act (Canada), (b) the filing of applications and notices, as applicable, with the Board of Governors of appropriate financial regulatory authorities in the Federal Reserve System (the “Federal Reserve Board”) under the BHC Act provinces, states and approval of such applications and noticescountries in which Newcourt or any Newcourt Subsidiary conducts business, (iic) receipt of exemption orders from the filing of any required applications, filings or notices provincial securities regulators from the registration and prospectus requirements with any foreign, federal or state banking, insurance or other regulatory authorities and approval of such applications, filings and notices listed in Section 5.4 of respect to the Company Disclosure Schedule (the “Other Regulatory Approvals”)Exchangeable Shares, (iiid) the filing with the Securities Court, the SEC, the OSC and Exchange Commission (the “SEC”) other Canadian securities regulatory authorities of the a joint proxy statement (the “Proxy Statement”) and proxy circular in definitive form relating to the special meeting meetings of the Company’s stockholders Newcourt's shareholders and CIT's shareholders to be held in connection with this Agreement and the Transaction and the other transactions contemplated hereby (the "Proxy Circular") and the mailing to Newcourt's shareholders of the Proxy Circular and, if required, the filing by CIT and declaration of the effectiveness of the registration statement Registration Statement in respect of Parent on Form F-4 (the “F-4”) in which shares of CIT Common Stock issuable pursuant to the Proxy Statement will be included as a prospectus Arrangement or upon the exchange of Parentthe Exchangeable Shares, (ive) the approval of the Plan of Arrangement by the requisite vote of the shareholders of Newcourt, (f) filings with the Director appointed pursuant to Section 278 of the OBCA, (g) approval of the TSE regarding the listing of the Exchangeable Shares, (i) the approval of the Court of the Arrangement and the filing of the Certificate Articles of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL Arrangement and the filing of articles of merger and articles of share exchange and any other appropriate merger and share exchange documents required by the laws OBCA by way of issuance of the Commonwealth of Virginia Interim Order and the state of TexasFinal Order, (vh) any notices to or filings with the Small Business Administration (the “SBA”), (vi) any consentssuch filings, authorizations, approvalsorders and approvals as may be required under the Ontario Securities Act and other relevant Canadian securities statutes, filings any other applicable federal, provincial or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation 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 applicable industry self-regulatory organization (“SRO”) or the rules of the NASDTSE, or that are required under consumer finance, mortgage banking the ME and other similar laws, (vii) the Company Stockholder Approval, (viii) any notices or filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) or applicable foreign antitrust, competition or similar laws, NYSE and (ixj) such filings and filings, authorizations or approvals as are required to may be made or obtained under the securities or “Blue Sky” laws of various states set forth in connection with the issuance Section 4.4 of the Parent Ordinary Shares and Parent ADSs pursuant to this Agreement and approval of listing of such Parent Ordinary Shares and Parent ADSs on the New York Stock Exchange (the “NYSE”)Newcourt Disclosure Schedule, no consents consents, orders or approvals of or filings or registrations with any foreign or domestic court, regulatory body, 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 Newcourt of this Agreement and the Plan of Arrangement and (2) the consummation by the Company Newcourt of the Transaction Arrangement 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 of this Agreementhereby.

Consents and Approvals. Except for (ia) the filing of applications any required applications, filings and notices, as applicable, with NASDAQ, (b) the filing of any required applications, filings and notices, as applicable, with the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) Board under the BHC Act and approval of such applications applications, filings and notices, (iic) the filing of any required applications, filings and notices, as applicable, with the Federal Reserve Board, the OCC and the IDFPR, in connection with the Bank Merger, and approval of such applications, filings and notices, (d) the filing of any required applications, filings or notices with any foreign, federal state banking or state banking, insurance authorities listed on Section 3.4 of the First Midwest Disclosure Schedule or other regulatory authorities Section 4.4 of the Old National Disclosure Schedule and approval of such applications, filings and notices listed in Section 5.4 of the Company Disclosure Schedule (the “Other Regulatory Approvals”)notices, (iiie) the filing with the Securities and Exchange Commission (the “SEC”) SEC of the proxy statement (the “Joint Proxy Statement”) in definitive form relating to the special meeting of the Company’s stockholders to be held in connection with this Agreement Statement and the Transaction and the other transactions contemplated hereby and the filing and declaration of effectiveness of the registration statement of Parent on Form F-4 (the “F-4”) S-4 in which the Joint Proxy Statement will be included as a prospectus prospectus, and the declaration of Parenteffectiveness of the S-4, (ivf) the filing of the Certificate Certificates of Merger and the Articles of Designations for the New Old National Preferred Stock with the Indiana Secretary of State of the State of Delaware pursuant to the DGCL IBCL, and the filing of articles of merger and articles of share exchange and other appropriate merger and share exchange documents required by the laws of the Commonwealth of Virginia and the state of Texas, (v) 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 applicable provisions of federal and state securities laws relating to the regulation 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 applicable industry self-regulatory organization (“SRO”) or the rules of the NASD, or that are required under consumer finance, mortgage banking and other similar laws, (vii) the Company Stockholder Approval, (viii) any notices or filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) or applicable foreign antitrust, competition or similar laws, Bank Merger Certificates and (ixg) 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 Ordinary Shares shares of Old National Common Stock and Parent ADSs New Old National Preferred Stock (or depositary shares in respect thereof) pursuant to this Agreement and the approval of the listing of such Parent Ordinary Shares Old National Common Stock and Parent ADSs New Old National Preferred Stock (or depositary shares in respect thereof) on the New York Stock Exchange (the “NYSE”)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”) are necessary in connection with the consummation by the Company 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 (i) the execution and delivery by the Company Old National of this AgreementAgreement or (ii) the consummation by Old National of the Merger and the other transactions contemplated hereby (including the Bank Merger). As of the date hereof, Old National 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. Except for (i) the filing of applications and notices, as applicable, with the Board of Governors of the Federal Reserve System (the “"Federal Reserve Board”") under the BHC Act and the Federal Reserve Act, as amended, and approval of such applications and notices, (ii) the filing of any required applications, filings applications or notices with any foreignother federal, federal state or state banking, insurance foreign banking agencies or other banking regulatory authorities and approval of such applications, filings applications and notices listed in Section 5.4 of the Company Disclosure Schedule (the “"Other Regulatory Approvals”"), (iii) the filing with the Securities and Exchange Commission (the “"SEC”") of the proxy statement (the “a Joint Proxy Statement”) /Prospectus in definitive form relating to the special meeting of the Company’s stockholders NCF's and STI's shareholders to be held in connection with this Agreement and the Transaction and the other transactions contemplated hereby (the "Joint Proxy Statement"), and the filing and declaration of effectiveness of the registration statement of Parent on Form F-4 S-4 (the “F-4”"Form S-4") in which the Joint Proxy Statement will be included as a prospectus prospectus, and declaration of Parenteffectiveness of the Form S-4, (iv) the filing of the Georgia Certificate of Merger with the Georgia Secretary of State of the State of Delaware pursuant to the DGCL GBCC and the filing of articles Tennessee Articles of merger and articles of share exchange and other appropriate merger and share exchange documents required by Merger with the laws of Tennessee Secretary pursuant to the Commonwealth of Virginia and the state of TexasTBCA, (v) any notices to or filings with the Small Business Administration (the “"SBA”"), (vi) any notice 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 companies, investment advisers or transfer agents agents, and federal commodities laws relating to the regulation of futures commission merchants, commodity trading advisers, commodity pool operators or introducing brokers merchants and the rules and regulations thereunder and of any securities or futures exchange or other applicable industry self-regulatory organization (“"SRO”) or "), and the rules of the NASDNYSE, or that which are required under consumer finance, mortgage banking and other similar laws, (vii) the Company Stockholder Approval, (viii) any notices or filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) or applicable foreign antitrust, competition or similar laws, and (ix) 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 Ordinary Shares and Parent ADSs shares of STI Common Stock pursuant to this Agreement Agreement, (ix) the STI Shareholder Approval, (x) such applications, filings, authorizations, approvals and orders as may be required under the laws of any state or the federal laws of the United States in respect of NCF's insurance business, and (xi) approval of the listing of such Parent Ordinary Shares and Parent ADSs STI Common Stock to be issued in the Merger on the New York Stock Exchange (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”") or with any third party are necessary in connection with (A) the execution and delivery by STI of this Agreement and (B) the consummation by the Company STI of the Transaction Merger 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 of this Agreementhereby.

Consents and Approvals. Except for (i) the filing of applications applications, filings and notices, as applicable, with the Board NASDAQ, (ii) the filing of Governors of applications, filings and notices, as applicable, with the Federal Reserve System (the “Federal Reserve Board”) Board under the BHC Act and approval of such applications applications, filings and notices, (iiiii) the filing of any required applications, filings or notices with the Bureau of Financial Institutions and any foreign, federal state banking authorities listed on Section 3.4 of the Xenith Disclosure Schedule or state banking, insurance or other regulatory authorities Section 4.4 of the HRB Disclosure Schedule and approval of such applications, filings and notices listed in Section 5.4 of the Company Disclosure Schedule (the “Other Regulatory Approvals”)notices, (iiiiv) the filing with the Securities and Exchange Commission (the “SEC”) SEC of the proxy statement (the “Joint Proxy Statement”) in definitive form relating to the special meeting of the Company’s stockholders to be held in connection with this Agreement Statement and the Transaction and the other transactions contemplated hereby and the filing and declaration of effectiveness of the registration statement of Parent on Form F-4 (the “F-4”) S-4 in which the Joint Proxy Statement will be included as a prospectus prospectus, and declaration of Parenteffectiveness of the S-4, (ivv) the filing of the Certificate Articles of Merger with the Secretary of State of the State of Delaware VSCC pursuant to the DGCL VSCA, and the filing of articles of merger and articles of share exchange and other appropriate merger and share exchange documents required by the laws of the Commonwealth of Virginia and the state of Texas, (v) 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 applicable provisions of federal and state securities laws relating to the regulation 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 applicable industry self-regulatory organization (“SRO”) or the rules of the NASD, or that are required under consumer finance, mortgage banking and other similar laws, (vii) the Company Stockholder Approval, (viii) any notices or filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) or applicable foreign antitrust, competition or similar lawsBank Merger Certificates, and (ixvi) 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 Ordinary Shares and Parent ADSs shares of HRB Common Stock pursuant to this Agreement and the approval of the listing of such Parent Ordinary Shares and Parent ADSs HRB Common Stock on the New York Stock Exchange (the “NYSE”)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”) are necessary in connection with the consummation by the Company 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 (A) the execution and delivery by the Company HRB of this AgreementAgreement or (B) the consummation by HRB of the Merger and the other transactions contemplated hereby (including the Bank Merger, the HRB Bank Payment and the Xenith Bank Payment). As of the date hereof, HRB is not aware of any reason why the necessary regulatory approvals and consents will not be received by HRB to permit consummation of the Merger and Bank Merger on a timely basis.

Consents and Approvals. Except for (i) the filing of applications and notices, as applicable, with the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) under the BHC Act and approval of such applications and notices, (iia) the filing of any required applications, filings or notices with any foreign, federal or state banking, insurance or other regulatory authorities the Federal Reserve under the BHC Act and approval of such applications, filings and notices listed in Section 5.4 notices, (b) the filing of applications, filings and notices, as applicable, with the FDIC, the Georgia Department of Banking and Finance, the South Carolina State Board of Financial Institutions and the South Carolina Office of the Company Disclosure Schedule (the “Other Regulatory Approvals”)Commissioner of Banking, and approval of or non-objection to such applications, filings and notices, (iiic) compliance with any applicable requirements of the Securities Act and the Exchange Act, including the filing with the Securities and Exchange Commission (the “SEC”) SEC of the proxy statement (the “Joint Proxy Statement”) in definitive form relating to the special meeting of the Company’s stockholders to be held in connection with this Agreement Statement and the Transaction Form S-4, and the other transactions contemplated hereby and the filing and declaration of effectiveness of the registration statement of Parent on Form F-4 (the “F-4”) in which the Proxy Statement will be included as a prospectus of ParentS-4, (ivd) the filing of the Certificate Articles of Merger with the Georgia Secretary of State of and the State of Delaware South Carolina Secretary pursuant to the DGCL GBCC and the SCBCA, respectively, (e) the filing of articles of merger and articles of share exchange and other appropriate merger and share exchange documents required by the laws of the Commonwealth of Virginia and the state of TexasBank Merger Certificates, (v) 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 applicable provisions of federal and state securities laws relating to the regulation 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 applicable industry self-regulatory organization (“SRO”) or the rules of the NASD, or that are required under consumer finance, mortgage banking and other similar laws, (vii) the Company Stockholder Approval, (viii) any notices or filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) or applicable foreign antitrust, competition or similar laws, and (ixf) 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 Ordinary Shares and Parent ADSs Common Stock pursuant to this Agreement and (g) approval of listing of such Parent Ordinary Shares and Parent ADSs Common Stock on the New York Stock Exchange (the “NYSE”)NASDAQ, no material notices to, consents or approvals of or filings non-objections of, waivers or registrations with any courtauthorizations by, administrative agency or commission or other governmental authority or instrumentality (each a “Governmental Entity”) are necessary in connection with the consummation by the Company of the Transaction and the other transactions contemplated by this Agreement. No consents or approvals of or applications, filings or registrations with any Governmental Entity are necessary required to be made or obtained by Parent or any of its Subsidiaries in connection with (i) the execution and delivery by the Company Parent of this AgreementAgreement or (ii) the consummation by Parent of the transactions contemplated hereby, expect for such consents, approvals, authorizations, filings or registrations that would not reasonably be expected to, individually or in the aggregate, have a Parent Material Adverse Effect.

Consents and Approvals. Except for (ia) the filing of applications and notices, as applicable, with the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) under the BHC Act Act, the FDIC under the Federal Deposit Insurance Act, as amended (the “FDI Act”), and approval the Office of the Commissioner of Banks of the State of North Carolina (the “Commissioner”), and approvals of such applications and notices, (iib) the filing of any required applications, filings or notices with any foreign, other federal or state banking, insurance or other regulatory or self-regulatory authorities or any courts, administrative agencies or commissions or other governmental authorities or instrumentalities (each a “Governmental Entity”) and approval of such applications, filings and notices listed in Section 5.4 of the Company Disclosure Schedule (the “Other Regulatory Approvals”), (iii) the filing with the Securities and Exchange Commission (the “SEC”) of the proxy statement (the “Proxy Statement”) in definitive form relating to the special meeting of the Company’s stockholders to be held in connection with this Agreement and the Transaction and the other transactions contemplated hereby and the filing and declaration of effectiveness of the registration statement of Parent on Form F-4 (the “F-4”) in which the Proxy Statement will be included as a prospectus of Parent, (ivc) the filing of the Certificate North Carolina Articles of Merger with the North Carolina Secretary of State of the State of Delaware pursuant to the DGCL bank and savings bank holding company laws of North Carolina and the filing of articles of merger and articles of share exchange and other appropriate merger and share exchange documents required by the laws of the Commonwealth of Virginia and the state of TexasNCBCA, (v) any notices to or filings with the Small Business Administration (the “SBA”), (vid) 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 companies, investment advisers or transfer agents agents, and federal commodities laws relating to the regulation of futures commission merchants, commodity trading advisers, commodity pool operators or introducing brokers merchants and the rules and regulations thereunder and of any securities or futures exchange or other applicable industry self-regulatory organization (“SRO”) or ), and the rules and regulations of the NASDThe Nasdaq Stock Market, or that are required under consumer finance, mortgage banking and other similar laws, and (viie) the Company Stockholder Approval, (viii) any notices or filings under the XxxxHxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) or applicable foreign antitrust), competition or similar laws, and (ix) 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 Ordinary Shares and Parent ADSs pursuant to this Agreement and approval of listing of such Parent Ordinary Shares and Parent ADSs on the New York Stock Exchange (the “NYSE”)if any, 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 the consummation by the Company Seller of the Transaction Merger 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 Seller of this Agreement.

Consents and Approvals. Except for (i) the filing of applications and notices, as applicable, with the Board FRB under the BHC Act, the Xxxxx-Xxxxx-Xxxxxx Act of Governors of 1999 (the “GLB Act”), and the Federal Reserve System (the “Federal Reserve Board”) under the BHC Act Act, as amended, and approval of such applications and notices, and, in connection with the merger of UNCB with and into Province, the filing of applications, notices and other documents, as applicable, with the FDIC, the OCC, the OTS, the Department and the FRB, and approval of such applications, notices and other filings, (ii) the filing of any required applications, filings or notices and other filings, as applicable, with any foreign, federal foreign or state banking, insurance or other regulatory authorities and approval of such applications, filings and notices listed in Section 5.4 of the Company Disclosure Schedule (the “Other Regulatory Approvals”), (iii) the filing with the Securities and Exchange Commission (the “SEC”) of the proxy statement (the “Proxy Statement”) in definitive form relating to the special meeting of the Company’s stockholders to be held in connection with this Agreement and the Transaction and the other transactions contemplated hereby and the filing Registration Statement and declaration of effectiveness of the registration statement of Parent on Form F-4 (the “F-4”) in which the Proxy Statement will be included as a prospectus of ParentRegistration Statement, (iv) the filing of the Articles of Merger with and the acceptance for record by the Secretary of State of the Commonwealth of Pennsylvania pursuant to the PBCL and the filing of the Certificate of Merger with and the acceptance for record by the Secretary of State of the State of Delaware pursuant to the DGCL and the filing of articles of merger and articles of share exchange and other appropriate merger and share exchange documents required by the laws of the Commonwealth of Virginia and the state of TexasDGCL, (v) 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 applicable provisions of federal and state securities laws relating to the regulation 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 applicable industry self-regulatory organization (“SRO”) or , and the rules of the NASDNASDAQ, or that are required under consumer finance, mortgage banking and other similar laws, (vi) the adoption of this Agreement by the requisite vote of shareholders of UNNF and (vii) the Company Stockholder Approvalfilings, (viii) any notices or filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976if any, required as amended (the “HSR Act”) or applicable foreign antitrust, competition or similar laws, and (ix) 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 a result of the Parent Ordinary Shares and Parent ADSs pursuant to this Agreement and approval particular status of listing of such Parent Ordinary Shares and Parent ADSs on the New York Stock Exchange (the “NYSE”)DFSC, 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 the consummation by the Company 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 (A) the execution and delivery by the Company DMIC of this AgreementAgreement and (B) the consummation by DMIC of the transactions this Agreement contemplates to the extent applicable to DMIC.

Consents and Approvals. The EQBK Board (at a meeting duly called and held) has approved and adopted this Agreement. Except for as set forth on EQBK Confidential Schedule 4.08 and (ia) the filing of applications applications, filings and notices, as applicable, with the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) under the BHC Act and approval of such applications and noticesNASDAQ, (iib) the filing of any required applications, filings or notices and notices, as applicable, with any foreign, federal or state banking, insurance or other regulatory authorities the Federal Reserve under the BHCA and approval of such applications, filings and notices listed in Section 5.4 of the Company Disclosure Schedule (the “Other Regulatory Approvals”)notices, (iiic) the filings of applications, filings and notices, as applicable, with the FDIC, and approval of such applications, filings and notices, (d) the filing of applications, filings and notices, as applicable, with the OSBC in connection with the Bank Merger, and approval of such applications, filings and notices, (e) the filing with the Securities and Exchange Commission SEC of (the “SEC”i) any filings under applicable requirements of the proxy statement (Exchange Act, including the “filing of the Proxy Statement”/Prospectus and (ii) in definitive form relating to the special meeting of the Company’s stockholders to be held in connection with this Agreement and the Transaction and the other transactions contemplated hereby and the filing Form S-4 and declaration of effectiveness of the registration statement of Parent on Form F-4 (the “F-4”) in which the Proxy Statement will be included as a prospectus of ParentS-4, (ivf) the filing of the Certificate certificates of Merger merger with the Kansas Secretary of State of the State of Delaware pursuant to the DGCL requirements of the KGCC and the filing Missouri Secretary of articles of merger and articles of share exchange and other appropriate merger and share exchange documents required by State pursuant to the laws requirements of the Commonwealth of Virginia and the state of Texas, (v) 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 applicable provisions of federal and state securities laws relating to the regulation 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 applicable industry self-regulatory organization (“SRO”) or the rules of the NASD, or that are required under consumer finance, mortgage banking and other similar laws, (vii) the Company Stockholder Approval, (viii) any notices or filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) or applicable foreign antitrust, competition or similar lawsMRS, and (ixg) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws Laws of various states in connection with the issuance of the Parent Ordinary Shares and Parent ADSs shares of EQBK Class A Stock pursuant to this Agreement and the approval of the listing of such Parent Ordinary Shares and Parent ADSs EQBK Class A Stock on the New York Stock Exchange (the “NYSE”)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”) are necessary in connection with the consummation by the Company 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 (i) the execution and delivery by EQBK and Merger Sub of this Agreement or (ii) the Company consummation by EQBK and Merger Sub of the transactions contemplated by this Agreement. As of the date of this Agreement, EQBK knows of no reason why all regulatory approvals from any Governmental Entity or Regulatory Agency required for the consummation of the transactions contemplated hereby should not be obtained on a timely basis and EQBK has no Knowledge of any fact or circumstance that would materially delay receipt of any such required regulatory approval.

Consents and Approvals. (a) Except for (i) 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 the Federal Reserve System (the “Federal Reserve Board”"FRB") under the BHC Act BHCA, the OTS under HOLA and the OTS regulations, the FDIC under the Bank Merger Act, and the New York State Banking Department ("NYSBD"), as well as any other applications and notices to state officials related to the Merger or the Bank Merger (the "State Banking Approvals"), and approval of such the foregoing applications and notices, (ii) the filing of any required applications, filings applications or notices with any foreign, federal or state banking, insurance or other regulatory authorities the NYSBD and the FDIC as to the subsidiaries of Catskill Bank which become subsidiaries of Troy Bank and approval of such applications, filings applications and notices listed in Section 5.4 of the Company Disclosure Schedule (the “Other Regulatory Approvals”)notices, (iii) the filing xxxxng with the Securities and Exchange Commission (SEC of proxy materials to be used in soliciting the “SEC”) approval of the proxy statement (the “Proxy Statement”) in definitive form relating to the Catskill's shareholders at a special meeting of the Company’s stockholders to be held in connection with this Agreement and the Transaction and the other transactions contemplated hereby and the filing and declaration of effectiveness of the registration statement of Parent on Form F-4 (the “F-4”) in which the "Proxy Statement will be included as a prospectus of ParentMaterials"), (iv) the approval of this Agreement by the requisite vote of the shareholders of Catskill, (v) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL and the filing of articles of merger and articles of share exchange and other appropriate merger and share exchange documents required by the laws of the Commonwealth of Virginia and the state of Texas, (v) any notices to or filings with the Small Business Administration (the “SBA”)DGCL, (vi) any consents, authorizations, approvals, the filings or exemptions in connection with compliance with required by the applicable provisions of federal and state securities laws relating to the regulation 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 applicable industry self-regulatory organization (“SRO”) or the rules of the NASD, or that are required under consumer finance, mortgage banking and other similar lawsBank Merger Agreement, (vii) 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 Company Stockholder Approval, (viii) any notices or filings under the XxxxHart-XxxxxScott-Xxxxxx Rodino Antitrust Improvements Act of 1976, as amended (xxx "XXX Xxx"), and the “HSR Act”securities or antitrust laws of any foreign country, (viii) the filing of applications or applicable foreign antitrust, competition notices with the New York Insurance Department with respect to the acquisition of CFSI and approval of such applications or similar laws, notices and (ix) such filings and filings, authorizations or approvals as are required to may be made or obtained under the securities or “Blue Sky” laws of various states set forth in connection with the issuance Section 3.4 of the Parent Ordinary Shares and Parent ADSs pursuant to this Agreement and approval of listing of such Parent Ordinary Shares and Parent ADSs on the New York Stock Exchange (the “NYSE”)Catskill 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 Catskill of this Agreement and the Option Agreement, (2) the consummation by the Company Catskill of the Transaction Merger 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 hereby, (3) the execution and delivery by Catskill Bank of the Company Bank Merger Agreement, (4) the consummation by Catskill of this the Option Agreement, and (5) the consummation by Catskill Bank of the Bank Merger and the 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 Troy to consummate the transactions contemplated hereby. (x) Catskill hereby represents to Troy that it has no knowledge of any reason why approval or effectivenxxx 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. Except for (i) the filing of applications and notices, as applicable, with the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) Board under the BHC Act and the Federal Reserve Act, as amended, and approval of such applications and notices, and, in connection with the acquisition of the Bank by FNB, the filing of applications and notices, as applicable, with the FDIC, the OCC or the PA DOB and the Federal Reserve Board and approval of such applications and notice, (ii) the filing of any required applications, filings or notices with any foreign, federal or state banking, insurance or other regulatory authorities and approval of such applications, filings and notices listed in Section 5.4 of the Company Disclosure Schedule (the “Other Regulatory Approvals”), (iii) the filing with the Securities and Exchange Commission (the “SEC”) SEC of the proxy statement (the “Joint Proxy Statement”) in definitive form relating to the special meeting of the Company’s stockholders to be held in connection with this Agreement and the Transaction and the other transactions contemplated hereby Statement and the filing and declaration of effectiveness of the registration statement of Parent on Form F-4 (the “F-4”) in which the Proxy Statement will be included as a prospectus of ParentRegistration Statement, (iv) the filing of the Certificate Articles of Merger with and the acceptance for record by the Secretary of State of the Commonwealth of Pennsylvania pursuant to the PBCL and the filing of the Articles of Merger with and the acceptance for record by the Secretary of State of the State of Delaware Florida pursuant to the DGCL and the filing of articles of merger and articles of share exchange and other appropriate merger and share exchange documents required by the laws of the Commonwealth of Virginia and the state of TexasFBCA, (v) any notices to or filings with under the Small Business Administration (the “SBA”)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 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 applicable industry self-regulatory organization (“SRO”) or , and the rules of Nasdaq or the NASDNYSE, or that are required under consumer finance, mortgage banking and other similar laws, (vii) the Company Stockholder Approval, (viii) any notices or filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) or applicable foreign antitrust, competition or similar laws, and (ix) 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 Ordinary Shares and Parent ADSs shares of FNB Common Stock pursuant to this Agreement and approval of listing of such Parent Ordinary Shares and Parent ADSs FNB Common Stock on the New York NYSE, (viii) the approval of the issuance of FNB Common Stock Exchange (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”) are necessary in connection with the consummation by the Company of the Transaction Merger and the other transactions contemplated by this Agreement. No Agreement by the requisite vote of the shareholders of FNB and (ix) filings, if any, required as a result of the particular status of Omega, no consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with (A) the execution and delivery by FNB of this Agreement and (B) the Company consummation by FNB of the Merger and the other transactions contemplated by this Agreement.

Consents and Approvals. Except for (ia) the filing of applications and notices, as applicable, with the Board of Governors of the Federal Reserve System (the “"Federal Reserve Board”") under the BHC Act Act, the Federal Reserve Act, as amended, and the Georgia Department of Banking and Finance (the "DBF") and approval of such applications and notices, (iib) the filing of any required applications, filings or notices with the FDIC and any foreign, other federal or state banking, insurance or other regulatory or self-regulatory authorities or any courts, administrative agencies or commissions or other governmental authorities or instrumentalities (each a "Governmental Entity") and approval of such applications, filings and notices listed in Section 5.4 of the Company Disclosure Schedule (the “"Other Regulatory Approvals”"), (iiic) the filing with the Securities and Exchange Commission (the “"SEC”") of the proxy statement (the “a Proxy Statement”) Statement in definitive form relating to the special meeting of the Company’s stockholders GB&T's shareholders to be held in connection with this Agreement and the Transaction and the other transactions contemplated hereby by this Agreement (the "Proxy Statement") and the filing and declaration of effectiveness of the a registration statement of Parent on Form F-4 S-4 (the “F-4”"Form S-4") in which the Proxy Statement will be included as a prospectus prospectus, and declaration of Parenteffectiveness of the Form S-4 and the filing and effectiveness of the registration statement contemplated by Section 1.5(f), (ivd) the filing of the Georgia Certificate of Merger with the Secretary of State of the State of Delaware Georgia pursuant to the DGCL and the filing of articles of merger and articles of share exchange and other appropriate merger and share exchange documents required by the laws of the Commonwealth of Virginia and the state of TexasGBCC, (v) any notices to or filings with the Small Business Administration (the “SBA”), (vie) 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 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 applicable industry self-regulatory organization (“SRO”) or the rules of the NASD, or that are required under consumer finance, mortgage banking and other similar lawsNasdaq Global Select Market, (viif) the Company Stockholder Approval, (viii) any notices or filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “"HSR Act”) or applicable foreign antitrust"), competition or similar lawsif any, and (ixg) 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 Ordinary Shares and Parent ADSs shares of SunTrust Common Stock pursuant to this Agreement and approval of listing of such Parent Ordinary Shares and Parent ADSs SunTrust Common Stock on the New York Stock Exchange (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 the consummation by the Company GB&T of the Transaction Merger 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 GB&T of this Agreement.

Consents and Approvals. Except for (ia) the filing of applications any required applications, filings and notices, as applicable, with the NASDAQ, (b) the filing of any required applications, filings and notices, as applicable, with the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) under the BHC Act and approval or regulatory waiver of such applications applications, filings and notices, (iic) the filing of 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, including under the Bank Merger Act, and approval of such applications, filings and notices, (d) the filing of any required applications, filings or notices with any foreign, federal listed on Section 3.4 of the TCF Disclosure Schedule or state banking, insurance or other regulatory authorities Section 4.4 of the Huntington Disclosure Schedule and approval or non-objection, as applicable, of such applications, filings and notices listed in Section 5.4 of the Company Disclosure Schedule (the “Other Regulatory Approvals”)notices, (iiie) the filing with the Securities and Exchange Commission (the “SEC”) of the a joint proxy statement (the “Proxy Statement”) in definitive form relating to the special meeting meetings of the CompanyTCF’s stockholders and Huntington’s shareholders to be held in connection with this Agreement and the Transaction and the other transactions contemplated hereby (including any amendments or supplements thereto, the “Joint Proxy Statement”), and the filing and declaration of effectiveness of the registration statement of Parent on Form F-4 (the “F-4”) S-4 in which the Joint Proxy Statement will be included as a prospectus prospectus, to be filed with the SEC by Huntington in connection with the transactions contemplated by this Agreement (the “S-4”) and declaration of Parenteffectiveness of the S‑4, (ivf) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware Michigan Department pursuant to the DGCL MBCA, the filing of the Articles of Merger with the Maryland Department pursuant to the MGCL and the filing of articles of merger and articles of share exchange and other appropriate merger and share exchange documents required by the laws of the Commonwealth of Virginia and the state of Texas, (v) any notices to or filings with the Small Business Administration (the “SBA”), (vi) any consents, authorizations, approvals, filings or exemptions in connection with compliance Bank Merger Certificates with the applicable provisions of federal Governmental Entities as required by applicable law, (g) the filing with, and state securities laws relating to acceptance for record by, the regulation 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 applicable industry self-regulatory organization (“SRO”) or the rules Maryland Department of the NASD, or that are required under consumer finance, mortgage banking Huntington Charter Amendment and other similar laws, (vii) Articles Supplementary for the Company Stockholder Approval, (viii) any notices or filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) or applicable foreign antitrust, competition or similar lawsNew Huntington Preferred Stock, and (ixh) 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 Ordinary Shares shares of Huntington Common Stock and Parent ADSs the New Huntington Preferred Stock (or depositary shares in respect thereof) pursuant to this Agreement and the approval of the listing of such Parent Ordinary Shares Huntington Common Stock and Parent ADSs New Huntington Preferred Stock (or depositary shares in respect thereof) on the New York Stock Exchange (the “NYSE”)NASDAQ, 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 (i) the execution and delivery by TCF of this Agreement or (ii) the consummation by the Company TCF of the Transaction Merger and the other transactions contemplated by hereby (including the Bank Merger). As used in this Agreement, “SRO” means (A) any “self-regulatory organization” as defined in Section 3(a)(26) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and (B) any other United States or foreign securities exchange, futures exchange, commodities exchange or contract market. No As of the date hereof, TCF is not aware of any reason why the necessary regulatory approvals and consents or approvals will not be received in order to permit consummation of or filings or registrations with any Governmental Entity are necessary in connection with the execution Merger and delivery by the Company of this AgreementBank Merger on a timely basis.

Consents and Approvals. Except for (i) the filing of applications and notices, as applicable, with the Board of Governors of the Federal Reserve System (the “"Federal Reserve Board”") under the BHC Act and the Federal Reserve Act, as amended, and approval of such applications and notices, (ii) the filing of any required applications, filings applications or notices with any foreign, federal foreign or state banking, insurance or other regulatory authorities and approval of such applications, filings applications and notices listed in Section 5.4 of the Company Disclosure Schedule (the “"Other Regulatory Approvals”"), (iii) the filing with the Securities and Exchange Commission (the “"SEC”") of the proxy statement (the “a Joint Proxy Statement”) Statement in definitive form relating to the special meeting meetings of the Company’s stockholders FleetBoston's and Bank of America's shareholders to be held in connection with this Agreement and the Transaction and the other transactions contemplated hereby by this Agreement (the "Joint Proxy Statement") and the filing and declaration of effectiveness of the a registration statement of Parent on Form F-4 S-4 (the “F-4”"Form S-4") in which the Joint Proxy Statement will be included as a prospectus prospectus, and declaration of Parenteffectiveness of the Form S-4, (iv) the filing of the Articles of Merger with the Rhode Island Secretary pursuant to the RIBCA and the issuance by the Rhode Island Secretary of a Certificate of Merger and the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL and the filing of articles of merger and articles of share exchange and other appropriate merger and share exchange documents required by the laws of the Commonwealth of Virginia and the state of TexasDGCL, (v) any notices to or filings with the Small Business Administration (the “"SBA”"), (vi) any notices or filings under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (thx "XXX Xxx"), (xxi) 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 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 merchants and the rules and regulations thereunder and of any securities or futures exchange or other applicable industry self-regulatory organization (“"SRO”) or "), and the rules of the NASDNYSE, or that are required under consumer finance, mortgage banking and other similar laws, (vii) the Company Stockholder Approval, (viii) any notices or filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) or applicable foreign antitrust, competition or similar laws, and (ix) 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 Ordinary Shares and Parent ADSs shares of Bank of America Capital Stock pursuant to this Agreement and Agreement, (ix) the approval of listing this Agreement by the requisite vote of such Parent Ordinary Shares stockholders of FleetBoston and Parent ADSs on (x) filings, if any, required as a result of the New York Stock Exchange (the “NYSE”)particular status of Bank of America, 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 the consummation by the Company 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 (A) the execution and delivery by the Company FleetBoston of this Agreement.Agreement or the Stock Option Agreements and

Consents and Approvals. Except for (ia) the filing of applications applications, filings and notices, as applicable, with the Board of Governors of the Federal Reserve System (the “"Federal Reserve Board”") under the BHC Act and approval of such applications applications, filings and notices, (iib) the filing of applications, filings and notices, as applicable, with the FDIC, the North Carolina Commissioner of Banks in connection with the Bank Merger, including under the Bank Merger Act, and approval of such applications, filings and notices, (d) the filing of any required applications, filings or notices, as applicable, with the Financial Industry Regulatory Authority ("FINRA") and the approval of such applications, filings and notices, (d) the filing of any required applications, filings or notices with any foreign, federal state banking authorities listed on Section 3.4 of the Company Disclosure Schedule or state banking, insurance or other regulatory authorities Section 4.4 of the Parent Disclosure Schedule and approval of such applications, filings and notices listed in Section 5.4 of the Company Disclosure Schedule (the “Other Regulatory Approvals”)notices, (iiie) the filing with the Securities and Exchange Commission (the “"SEC”") of the a joint proxy statement (the “Proxy Statement”) in definitive form relating to the special meeting meetings of the Company’s stockholders 's and Parent's shareholders to be held in connection with this Agreement and the Transaction and the other transactions contemplated hereby (including any amendments or supplements thereto, the "Joint Proxy Statement"), and the filing and declaration of effectiveness of the registration statement of Parent on Form F-4 (the “F-4”) S‑4 in which the Joint Proxy Statement will be included as a prospectus prospectus, to be filed with the SEC by Parent in connection with the transactions contemplated by this Agreement (the "S‑4") and declaration of Parenteffectiveness of the S‑4, (ivf) the filing of the Certificate Certificates of Merger with the Delaware Secretary of State of the State of Delaware pursuant to the DGCL and the North Carolina Secretary pursuant to the NCBCA and the filing of articles of merger and articles of share exchange and other appropriate merger and share exchange documents required by the laws of the Commonwealth of Virginia and the state of TexasBank Merger Certificates, (v) 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 applicable provisions of federal and state securities laws relating to the regulation 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 applicable industry self-regulatory organization (“SRO”) or the rules of the NASD, or that are required under consumer finance, mortgage banking and other similar laws, (viig) the Company Stockholder Approval, (viii) filing of any notices or other filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “"HSR Act”") or applicable foreign antitrust, competition or similar laws, and (ixh) 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 Ordinary Shares and Parent ADSs Common Stock pursuant to this Agreement and the approval of the listing of such Parent Ordinary Shares and Parent ADSs Common Stock on the New York Stock Exchange (the “NYSE”)Nasdaq, 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 each, a “"Governmental Entity”") are necessary in connection with the consummation by the Company 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 (A) the execution and delivery by the Company of this Agreement or (B) the consummation by the Company of the Merger and the other transactions contemplated hereby (including the Bank Merger). As used in this Agreement, "SRO" means (i) any "self regulatory organization" as defined in Section 3(a)(26) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and (ii) any other United States or foreign securities exchange, futures exchange, commodities exchange or contract market. As of the date hereof, the 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 Bank Merger on a timely basis.

Consents and Approvals. Except for (ia) the filing of applications any required applications, filings and notices, as applicable, with the Board NYSE, (b) the filing of Governors of any required applications, filings and notices, as applicable, with the Federal Reserve System (the “Federal Reserve Board”) FDIC, including under the BHC Act Bank Merger Act, and approval of such applications applications, filings and notices, (iic) the filing of any required applications, filings and notices, as applicable, with the Mississippi Department, and approval of such applications, filings and notices, (d) the filing of any required filings and notices, as applicable, with the Office of the Comptroller of the Currency (the “OCC”), (e) the filing of any required applications, filings or notices with any foreign, federal or state banking, insurance or other regulatory authorities the Financial Industry Regulatory Authority (“FINRA”) and approval of such applications, filings and notices notices, (f) those additional applications, filings and notices, if any, listed in on Section 5.4 3.4 of the Company Cadence Disclosure Schedule (or Section 4.4 of the “Other Regulatory Approvals”)BancorpSouth Disclosure Schedule and approval of such applications, filings and notices, (iiig) the filing with each of the Securities and Exchange Commission (the “SEC”) and the FDIC of the a joint proxy statement (the “Proxy Statement”) in definitive form relating to the special meeting meetings of the CompanyCadence’s stockholders and BancorpSouth’s shareholders to be held in connection with this Agreement and the Transaction and the other transactions contemplated hereby and (including any amendments or supplements thereto, the filing and declaration of effectiveness of “Joint Proxy Statement”), which shall include an offering circular with respect to the registration statement of Parent on Form F-4 BancorpSouth Common Stock to be issued in connection with the transactions contemplated by this Agreement (the “F-4Offering Circular”) in which the Proxy Statement will be included as a prospectus of Parent), (ivh) the filing of the Certificate Certificates of Merger with the Mississippi Secretary of State of the State of Delaware pursuant to the DGCL MBCA, the Mississippi Department pursuant to the MS Code and the Delaware Secretary pursuant to the DGCL, as applicable, the filing of articles of merger and articles of share exchange and other appropriate merger and share exchange documents required by the laws of the Commonwealth of Virginia and the state of Texas, (v) any notices to or filings with the Small Business Administration (the “SBA”), (vi) any consents, authorizations, approvals, filings or exemptions in connection with compliance Bank Merger Certificates with the applicable provisions of federal and state securities laws relating to the regulation 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 Governmental Entities as required by applicable industry self-regulatory organization (“SRO”) or the rules of the NASD, or that are required under consumer finance, mortgage banking and other similar laws, (vii) the Company Stockholder Approval, (viii) any notices or filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) or applicable foreign antitrust, competition or similar lawslaw, and (ixi) 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 Ordinary Shares and Parent ADSs shares of BancorpSouth Common Stock pursuant to this Agreement and the approval of the listing of such Parent Ordinary Shares and Parent ADSs BancorpSouth Common Stock on the New York Stock Exchange (the “NYSE”), no consents or approvals of or filings or registrations with any court, administrative agency or commission or other governmental or regulatory authority or instrumentality or SRO (each a “Governmental Entity”) are necessary in connection with (i) the execution and delivery by Cadence of this Agreement, or (ii) the consummation by the Company Cadence of the Transaction Merger and the other transactions contemplated hereby (including the Bank Merger). As of the date hereof, Cadence has no knowledge of any reason why the necessary regulatory approvals and consents will not be received by this Agreement. No consents or approvals Cadence to permit consummation of or filings or registrations with any Governmental Entity are necessary in connection with the execution Merger and delivery by the Company of this AgreementBank Merger on a timely basis.

Consents and Approvals. Except for (ia) the filing of applications any required applications, filings and notices, as applicable, with the Nasdaq, (b) the filing of any required applications, filings waiver requests and notices, as applicable, with the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) under the BHC Act and approval or waiver of such applications applications, filings, waiver requests and notices, (iic) the filing of any required applications, filings and notices, as applicable, with the Office of the Comptroller of the Currency (“OCC”) under the Bank Merger Act of 1960 and approval or notices waiver of such applications, filings and notices, (d) the filing of any required applications, filings and notices, as applicable, with any foreignstate bank regulatory authority with respect to South State Bank’s establishment and operation of Atlantic Capital Bank’s branches and other offices following the Bank Merger Effective Time, federal and the approvals or state bankingwaivers of such applications, insurance filings and notices, (e) the filing of any required applications, filings and notices, as applicable, with each Applicable Agency (as defined below) and the receipt of any required consents or other regulatory authorities approvals from each Applicable Agency, (f) those additional applications, filings and notices, if any, listed on Section 3.4 of the Atlantic Capital Disclosure Schedule or Section 4.4 of the South State Disclosure Schedule and approval of such applications, filings and notices listed in Section 5.4 of the Company Disclosure Schedule (the “Other Regulatory Approvals”)notices, (iiig) the filing with the Securities and Exchange Commission (the “SEC”) of the a proxy statement (the “Proxy Statement”) in definitive form relating to the special meeting of the CompanyAtlantic Capital’s stockholders shareholders to be held in connection with this Agreement and the Transaction and the other transactions contemplated hereby (including any amendments or supplements thereto, the “Proxy Statement”), and the filing registration statement on Form S-4, to be filed with the SEC by South State in connection with the transactions contemplated by this Agreement (the “S-4”) and the declaration by the SEC of the effectiveness of the registration statement of Parent on Form F-4 (the “F-4”) in which the Proxy Statement will be included as a prospectus of ParentS-4, (ivh) the filing of the Certificate Certificates of Merger with the Georgia Secretary of State of the State of Delaware pursuant to the DGCL GBCC and the South Carolina Secretary pursuant to the SCBCA, the filing of articles of merger and articles of share exchange and other appropriate merger and share exchange documents required by the laws of the Commonwealth of Virginia and the state of Texas, (v) any notices to or filings with the Small Business Administration (the “SBA”), (vi) any consents, authorizations, approvals, filings or exemptions in connection with compliance Bank Merger Certificates with the applicable provisions of federal and state securities laws relating to the regulation 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 Governmental Entities as required by applicable industry self-regulatory organization (“SRO”) or the rules of the NASD, or that are required under consumer finance, mortgage banking and other similar laws, (vii) the Company Stockholder Approval, (viii) any notices or filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) or applicable foreign antitrust, competition or similar lawslaw, and (ixi) 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 Ordinary Shares and Parent ADSs shares of South State Common Stock pursuant to this Agreement and the approval of the listing of such Parent Ordinary Shares and Parent ADSs South State Common Stock on the New York Stock Exchange (the “NYSE”)Nasdaq, no consents or approvals of or filings or registrations with any court, administrative agency or commission commission, Regulatory Agency or other governmental or regulatory authority or instrumentality or SRO (each a “Governmental Entity”) are necessary in connection with (i) the execution and delivery by Atlantic Capital of this Agreement or (ii) the consummation by the Company Atlantic Capital of the Transaction Merger and the other transactions contemplated hereby (including the Bank Merger). As of the date hereof, Atlantic Capital has no knowledge of any reason why the necessary regulatory approvals and consents will not be received by this AgreementAtlantic Capital to permit consummation of the Merger and the Bank Merger on a timely basis. No consents or approvals As used herein, “Applicable Agencies” means the United States Department of or filings or registrations with any Governmental Entity are necessary in connection with Agriculture and the execution and delivery by the Company of this AgreementSmall Business Administration.

Consents and Approvals. Except for (ia) the filing of applications and notices, as applicable, with the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) under the BHC Act and approval of such applications and noticesNASDAQ, (iib) the filing of any required applications, filings or notices and notices, as applicable, with any foreign(i) the Federal Reserve Board under the BHC Act, federal or state banking, insurance or other regulatory authorities and approval of such applications, filings and notices listed in Section 5.4 of (ii) the Company Disclosure Schedule (FDIC under the “Other Regulatory Approvals”)Bank Merger Act, (iii) the South Carolina Commissioner, (iv) the Georgia Department of Banking and Finance, as applicable and (v) the North Carolina Commissioner, and approval of the foregoing applications, filings and notices, (c) the filing with the Securities and Exchange Commission (the “SEC”) SEC of the proxy statement (the “Joint Proxy Statement”) in definitive form relating to the special meeting of the Company’s stockholders to be held in connection with this Agreement Statement and the Transaction and the other transactions contemplated hereby and the filing and declaration of effectiveness of the registration statement of Parent on Form F-4 (the “F-4”) S-4 in which the Joint Proxy Statement will be included as a prospectus and declaration of Parenteffectiveness of the S-4 by the SEC, (ivd) the filing of the Certificate Articles of Merger (which shall include the North Charter Amendment) with the South Carolina Secretary of State of pursuant to the State of SCBCA and the Delaware Secretary pursuant to the DGCL and the filing of articles of merger and articles of share exchange and other appropriate merger and share exchange documents required by the laws of the Commonwealth of Virginia and the state of TexasBank Merger Certificates, (v) 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 applicable provisions of federal and state securities laws relating to the regulation 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 applicable industry self-regulatory organization (“SRO”) or the rules of the NASD, or that are required under consumer finance, mortgage banking and other similar laws, (vii) the Company Stockholder Approval, (viii) any notices or filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) or applicable foreign antitrust, competition or similar laws, and (ixe) 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 Ordinary Shares Exchange Act, and Parent ADSs pursuant to this Agreement and approval of listing of (f) such Parent Ordinary Shares and Parent ADSs on the New York Stock Exchange (the “NYSE”)other consents, no consents or approvals of licenses, permits, approvals, waivers, authorization, registrations, declarations, or filings the failure of which to be obtained or registrations with made is not reasonably likely to materially and adversely affect the ability of North or any court, administrative agency of its Subsidiaries to carry on their respective businesses as now conducted or commission or other governmental authority or instrumentality (each a “Governmental Entity”) are necessary in connection with to consummate the consummation by the Company of the Transaction and the other transactions contemplated by this Agreement. No , no consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with (i) the execution and delivery by the Company North of this AgreementAgreement or (ii) the consummation by North of the Merger, the Bank Merger and the other transactions contemplated hereby.