Common use of Government and Other Approvals Clause in Contracts

Government and Other Approvals. IBG shall have received approvals and consents, on terms and conditions reasonably acceptable to IBG, as may be required (A) by applicable law from all applicable Governmental Authorities, including the Federal Reserve, the Federal Deposit Insurance Corporation (“FDIC”) and the Texas Department of Banking, and (B) from all third parties, in each case, in connection with this Agreement and any other agreement contemplated hereby, and with the consummation of the transactions contemplated hereby and thereby, and all applicable waiting periods shall have expired. Such approvals and consents shall not have imposed, in the reasonable judgment of IBG, any material requirement upon IBG or the IBG Subsidiaries, including any requirement that IBG sell or dispose of any significant amount of its assets or any IBG Subsidiary. Neither such approvals or consents, nor any of the transactions contemplated hereby, shall have been contested or threatened to be contested by any Governmental Authority or by any other third party (except shareholders asserting statutory dissenters’ appraisal rights) by formal proceedings. It is understood that, if such contest is brought by formal proceedings, IBG may, but shall not be obligated to, answer and defend such contest or otherwise pursue this transaction over such objection.

Government and Other Approvals. IBG Interchange and BVB shall have received approvals and approvals, acquiescence or consents, all on terms and conditions reasonably acceptable to IBGInterchange, as may be required (A) of the transactions contemplated by applicable law this Agreement from all applicable Governmental Authoritiesnecessary governmental agencies and authorities and other third parties, including including, but not limited to, the S.E.C., the Federal Reserve, the Federal Deposit Insurance Corporation (“FDIC”) FDIC and the Texas New Jersey Department of Banking, and (B) from all applicable waiting periods shall have expired, and Interchange and BVB shall have received the approvals and consents of all third parties, in each case, in connection with parties required to consummate this Agreement and any other agreement contemplated hereby, and with the consummation of the transactions contemplated hereby and thereby, and all applicable waiting periods shall have expiredhereby. Such approvals and consents shall not have imposed, in the reasonable sole judgment of IBGInterchange, any material requirement upon IBG or the IBG SubsidiariesInterchange, including including, without limitation, any requirement that IBG Interchange sell or dispose of any significant amount of its assets or any IBG Subsidiaryassets. Neither such Such approvals or consents, nor any of and the transactions contemplated hereby, hereby shall not have been contested or threatened to be contested by any Governmental Authority federal or state governmental authority or by any other third party (except shareholders asserting statutory dissenters’ appraisal rights) by formal proceedings. It is understood that, if such contest is brought by formal proceedings, IBG Interchange may, but shall not be obligated to, answer and defend such contest or otherwise pursue this transaction over such objection.

Government and Other Approvals. IBG Interchange and BVB shall have received approvals and approvals, acquiescence or consents, all on terms and conditions reasonably acceptable to IBGInterchange, as may be required (A) of the transactions contemplated by applicable law this Agreement from all applicable Governmental Authoritiesnecessary governmental agencies and authorities and other third parties, including including, but not limited to, the S.E.C., the Federal Reserve, the Federal Deposit Insurance Corporation (“FDIC”) FDIC and the Texas New Jersey Department of Banking, and (B) from all third parties, in each case, in connection with this Agreement and any other agreement contemplated hereby, and with the consummation of the transactions contemplated hereby and thereby, and all applicable waiting periods shall have expired, and Interchange and BVB shall have received the approvals and consents of all third parties required to consummate this Agreement and any other agreement contemplated hereby and the transactions contemplated hereby. Such approvals and consents shall not have imposed, in the reasonable judgment of IBGInterchange, any material requirement upon IBG or the IBG SubsidiariesInterchange, including including, without limitation, any requirement that IBG Interchange sell or dispose of any significant amount of its assets or any IBG Subsidiaryassets. Neither such Such approvals or consents, nor any of and the transactions contemplated hereby, hereby shall not have been contested or threatened to be contested by any Governmental Authority federal or state governmental authority or by any other third party (except shareholders asserting statutory dissenters’ appraisal rights) by formal proceedings. It is understood that, if such contest is brought by formal proceedings, IBG Interchange may, but shall not be obligated to, answer and defend such contest or otherwise pursue this transaction over such objection.

Government and Other Approvals. IBG shall have received approvals and consents, on terms and conditions reasonably acceptable to IBG, as may be required (A) by applicable law from all applicable Governmental Authorities, including the Federal ReserveFRB, the Federal Deposit Insurance Corporation (“FDIC”) FDIC and the Texas Department of BankingTDB, and (B) from all third parties, in each case, in connection with this Agreement and any other agreement contemplated hereby, and with the consummation of the transactions contemplated hereby and thereby, and all applicable waiting periods shall have expired. Such approvals and consents shall not have imposed, in the reasonable judgment of IBG, any material adverse requirement upon IBG or the IBG its Subsidiaries, including any requirement that IBG sell or dispose of any significant amount of its assets or any IBG Subsidiary. Neither such approvals or consents, nor any of the transactions contemplated hereby, shall have been contested or threatened to be contested by any Governmental Authority or by any other third party (except shareholders asserting statutory dissenters’ appraisal rights) by formal proceedings. It is understood that, if such contest is brought by formal proceedings, IBG may, but shall not be obligated to, answer and defend such contest or otherwise pursue this transaction over such objection.

Government and Other Approvals. IBG Purchaser and the Company shall have received approvals and consentsapprovals, acquiescence or consents (including any approvals, acquiescence or consents that may be required in order to fulfill the transactions contemplated by Section 5.03), all on terms and conditions reasonably acceptable to IBGPurchaser, as may be required (A) of the transactions contemplated by applicable law this Agreement and the Merger Agreement from all applicable Governmental Authoritiesnecessary governmental agencies and authorities, including but not limited to the Federal Reserve, the Federal Deposit Insurance Corporation (“FDIC”) OCC and the Texas Department of Banking, and (B) from all third parties, in each case, in connection with this Agreement and any other agreement contemplated hereby, and with the consummation of the transactions contemplated hereby and therebyFDIC, and all applicable waiting periods shall have expired, and Purchaser or the Company shall have received the approvals and consents of all third parties required to consummate this Agreement and the other agreements contemplated hereby, including, but not limited to, the Merger Agreement and the transactions contemplated hereby and thereby, including all consents described on Schedules 3.07 and 4.05. Such approvals and consents shall not have imposed, in the reasonable judgment of IBG, any material requirement upon IBG or the IBG Subsidiaries, including any requirement that IBG sell or dispose of any significant amount of its assets or any IBG Subsidiary. Neither such approvals or consents, nor any of the transactions contemplated hereby, hereby shall not have been contested or threatened to be contested by any Governmental Authority Federal or state governmental authority or by any other third party (except shareholders asserting statutory dissenters’ d issenters appraisal rights) by formal proceedings. It is understood thatHowever, if such contest is brought by formal proceedings, IBG Purchaser may, but shall not be obligated to, answer and defend such contest or otherwise pursue this transaction over such objection.. Section 8.04