Common use of Governmental and Third-Party Proceedings Clause in Contracts

Governmental and Third-Party Proceedings. No consent, approval, authorization of, or registration, declaration or filing with, any court, Governmental Authority or any other third party is required to be made or obtained by Buyer or the Buyer Subsidiaries in connection with the execution, delivery or performance by Buyer or Buyer Sub of this Agreement or the consummation by Buyer or Buyer Sub of the transactions contemplated hereby, except for: (A) filings of applications or notices, as applicable, with, and the approval of, certain Federal and state banking authorities, (B) the filing of the appropriate articles of merger with the Secretary of State of West Virginia and the Department pursuant to the WVBCA and the PBCL, (C) the filing with the SEC of the Joint Proxy Statement/Prospectus and such reports under the Exchange Act, as may be required in connection with this Agreement, the Merger and the other transactions contemplated hereby, (D) the approval of the issuance of Buyer Shares under this Agreement in connection with the Merger by Buyer’s shareholders and the adoption of this Agreement by shareholders of the Seller, (E) any filings required under the rules and regulations of the Nasdaq, (F) any notice or filings under the HSR Act, (G) such other consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to be obtained or made, individually or in the aggregate, would not have a material adverse effect on Buyer, and (H) receipt of the approvals set forth in Section 7.07. As of the date hereof, Buyer does not have actual knowledge of any reason why the approvals set forth in Section 7.07 will not be received.

Governmental and Third-Party Proceedings. No consent, approval, authorization of, or registration, declaration or filing with, any court, Governmental Authority or any other third party is required to be made or obtained by Buyer or the Buyer Subsidiaries in connection with the execution, delivery or performance by Buyer or Buyer Sub of this Agreement or the consummation by Buyer or Buyer Sub of the transactions contemplated hereby, except for: (A) filings of applications or notices, as applicable, with, and the approval of, certain Federal federal and state banking authorities, (B) the filing of the appropriate articles of merger with the Secretary of State of West Virginia and the Department pursuant to the WVBCA and the PBCL, (C) the filing with the SEC of the Joint Proxy Statement/Prospectus (as that term is defined in Section 7.06(a)) and such reports under the Exchange Act, as may be required in connection with this Agreement, the Merger and the other transactions contemplated hereby, (D) the approval of the issuance of Buyer Shares under this Agreement in connection with the Merger by Buyer’s shareholders and the adoption of this Agreement by shareholders of the Seller, (E) any filings required under the rules and regulations of the NasdaqNasdaq and the Nasdaq GM, as applicable, (FE) any notice or filings under the HSR Act, (GF) such other consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to be obtained or made, individually or in the aggregate, would not have a material adverse effect on Buyer, and (HG) receipt of the approvals set forth in Section 7.07. As of the date hereof, Buyer does not have actual knowledge of any reason why the approvals set forth in Section 7.07 will not be received.

Governmental and Third-Party Proceedings. No Except as set forth on Section 3.01(w) of the Seller Disclosure Schedule, no consent, approval, authorization of, or registration, declaration or filing with, any court, Governmental Authority or any other third party is required to be made or obtained by Buyer Seller or the Buyer Seller Subsidiaries in connection with the execution, delivery or performance by Buyer Seller or Buyer Seller Sub of this Agreement or the consummation by Buyer Seller or Buyer Seller Sub of the transactions contemplated hereby, except for: (A) filings of applications or and notices, as applicable, with, and the approval of, certain Federal federal and state banking authorities, (B) the filing of the appropriate articles of merger with the Secretary of State of West Virginia and the Department pursuant to the WVBCA and the PBCL, (C) the adoption of this Agreement by the shareholders of Seller, (D) the filing with the SEC of the Joint Proxy Statement/Prospectus (as that term is defined in Section 7.06(a)) and such reports under the Exchange Act, Act as may be required in connection with this Agreement, the Merger, the Bank Merger and the other transactions contemplated hereby, (D) the approval of the issuance of Buyer Shares under this Agreement in connection with the Merger by Buyer’s shareholders and the adoption of this Agreement by shareholders of the Seller, (E) any filings required under the rules and regulations of the NASDAQ Global Select Market (the “Nasdaq”) and the Nasdaq GM, as applicable, (F) any notice or filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), if applicable (G) the execution of an amendment to the Seller’s Rights Plan and the filing an amendment to its Form 8-A in connection therewith, (GH) the execution of a supplemental indenture as contemplated by Section 7.10, (I) such other consents, approvals, orders, authorizations, registrations, declarations and filings filings, the failure of which to be obtained or made, individually or in the aggregate, would not have a material adverse effect on BuyerSeller, and (HJ) receipt of the approvals set forth in Section 7.07. As of the date hereof, Buyer Seller does not have actual knowledge of any reason why the approvals set forth in Section 7.07 will not be received.

Governmental and Third-Party Proceedings. No Except as set forth on Section 3.01(w) of the Seller Disclosure Schedule no consent, approval, authorization of, or registration, declaration or filing with, any court, Governmental Authority or any other third party is required to be made or obtained by Buyer Seller or the Buyer Seller Subsidiaries in connection with the execution, delivery or performance by Buyer Seller or Buyer Seller Sub of this Agreement or the consummation by Buyer Seller or Buyer Seller Sub of the transactions contemplated hereby, except for: (A) filings of applications or and notices, as applicable, with, and the approval of, certain Federal and state banking authorities, (B) the filing of the appropriate articles of merger with the Secretary of State of West Virginia and the Department pursuant to the WVBCA and the PBCL, (C) the adoption of this Agreement by the shareholders of Seller and approval of the issuance of the Buyer Shares under this Agreement by the Buyer Required Vote, (D) the filing with the SEC of the Joint Proxy Statement/Prospectus (as that term is defined in Section 7.06(a)) and such reports under the Exchange Act, Act as may be required in connection with this Agreement, the Merger, the Bank Merger and the other transactions contemplated hereby, (D) the approval of the issuance of Buyer Shares under this Agreement in connection with the Merger by Buyer’s shareholders and the adoption of this Agreement by shareholders of the Seller, (E) any filings required under the rules and regulations of the Nasdaq, (F) any notice or filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), (G) the execution of a supplemental indenture, if required, as contemplated by Section 7.09, (H) such other consents, approvals, orders, authorizations, registrations, declarations and filings filings, the failure of which to be obtained or made, individually or in the aggregate, would not have a material adverse effect on BuyerSeller, and (HI) receipt of the approvals set forth in Section 7.07. As of the date hereof, Buyer Seller does not have actual knowledge of any reason why the approvals set forth in Section 7.07 will not be received.

Governmental and Third-Party Proceedings. No Except as set forth on Section 3.01(w) of the Seller Disclosure Schedule no consent, approval, authorization of, or registration, declaration or filing with, any court, Governmental Authority or any other third party is required to be made or obtained by Buyer Seller or the Buyer Seller Subsidiaries in connection with the execution, delivery or performance by Buyer Seller or Buyer Seller Sub of this Agreement or the consummation by Buyer Seller or Buyer Seller Sub of the transactions contemplated hereby, except for: (A) filings of applications or and notices, as applicable, with, and the approval of, certain Federal federal and state banking authorities, (B) the filing of the appropriate articles West Virginia Articles of merger Merger for the Merger and the West Virginia Articles of Merger for the Bank Merger with the West Virginia Secretary of State of West Virginia and the Department filing of the Ohio Articles of Merger for the Merger and the Ohio Articles of Merger for the Bank Merger with the Ohio Secretary of State pursuant to the WVBCA and the PBCLOGCL, respectively, (C) the filing with the SEC of the Joint Proxy Statement/Prospectus and such reports under the Exchange Act, as may be required in connection with this Agreement, the Merger and the other transactions contemplated hereby, (D) the approval of this Agreement and the issuance of Buyer Shares under this Agreement in connection with the Merger by Buyer’s shareholders and the adoption of this Agreement by the shareholders of Seller, (D) the Sellerfiling with the SEC of the Joint Proxy Statement/Prospectus and such reports under the Exchange Act as may be required in connection with this Agreement, the Merger, the Bank Merger and the other transactions contemplated hereby, (E) any filings required under the rules and regulations of The Nasdaq Stock Market LLC (the “Nasdaq”), (F) any notice or filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), (G) such other consents, approvals, orders, authorizations, registrations, declarations and filings filings, the failure of which to be obtained or made, individually or in the aggregate, would not have a material adverse effect on BuyerSeller, and (H) receipt of the approvals set forth in Section 7.07. As of the date hereof, Buyer Seller does not have actual knowledge of any reason why the approvals set forth in Section 7.07 will not be received.

Governmental and Third-Party Proceedings. No Except as set forth on Section 3.01(w) of the Seller Disclosure Schedule no consent, approval, authorization of, or registration, declaration or filing with, any court, Governmental Authority or any other third party is required to be made or obtained by Buyer Seller or the Buyer Seller Subsidiaries in connection with the execution, delivery or performance by Buyer Seller or Buyer Seller Sub of this Agreement or the consummation by Buyer Seller or Buyer Seller Sub of the transactions contemplated hereby, except for: (A) filings of applications or and notices, as applicable, with, and the approval of, certain Federal and state banking authorities, (B) the filing of the appropriate articles Articles of merger Merger with the West Virginia Secretary of State of West Virginia and the Department Indiana Secretary pursuant to the WVBCA and the PBCLIBCL, respectively, (C) the adoption of this Agreement by the shareholders of Seller, (D) the filing with the SEC of the Joint Proxy Statement/Prospectus (as that term is defined in Section 7.06(a)) and such reports under the Exchange Act, Act as may be required in connection with this Agreement, the Merger, the Bank Merger and the other transactions contemplated hereby, (D) the approval of the issuance of Buyer Shares under this Agreement in connection with the Merger by Buyer’s shareholders and the adoption of this Agreement by shareholders of the Seller, (E) any filings required under the rules and regulations of the Nasdaq, (F) any notice or filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), (G) such other consents, approvals, orders, authorizations, registrations, declarations and filings filings, the failure of which to be obtained or made, individually or in the aggregate, would not have a material adverse effect on BuyerSeller, and (H) receipt of the approvals set forth in Section 7.07. As of the date hereof, Buyer Seller does not have actual knowledge of any reason why the approvals set forth in Section 7.07 will not be received.

Governmental and Third-Party Proceedings. No Except as set forth on Section 3.01(w) of the Seller Disclosure Schedule no consent, approval, authorization of, or registration, declaration or filing with, any court, Governmental Authority or any other third party is required to be made or obtained by Buyer Seller or the Buyer Seller Subsidiaries in connection with the execution, delivery or performance by Buyer Seller or Buyer Seller Sub of this Agreement or the consummation by Buyer Seller or Buyer Seller Sub of the transactions contemplated hereby, except for: (A) filings of applications or and notices, as applicable, with, and the approval of, certain Federal federal and state banking authorities, (B) the filing of the appropriate articles Articles of merger Merger with the West Virginia Secretary of State of West Virginia and the Department Kentucky Secretary pursuant to the WVBCA and the PBCLKBCA, respectively, (C) the adoption of this Agreement by the shareholders of Seller, (D) the filing with the SEC of the Joint Proxy Statement/Prospectus (as that term is defined in Section 7.06(a)) and such reports under the Exchange Act, Act as may be required in connection with this Agreement, the Merger, the Bank Merger and the other transactions contemplated hereby, (D) the approval of the issuance of Buyer Shares under this Agreement in connection with the Merger by Buyer’s shareholders and the adoption of this Agreement by shareholders of the Seller, (E) any filings required under the rules and regulations of the Nasdaq, (F) any notice or filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), (G) such other consents, approvals, orders, authorizations, registrations, declarations and filings filings, the failure of which to be obtained or made, individually or in the aggregate, would not have a material adverse effect on BuyerSeller, and (H) receipt of the approvals set forth in Section 7.07. As of the date hereof, Buyer Seller does not have actual knowledge of any reason why the approvals set forth in Section 7.07 will not be received.

Governmental and Third-Party Proceedings. No consent, approval, authorization of, or registration, declaration or filing with, any court, Governmental Authority or any other third party is required to be made or obtained by Buyer or the Buyer Subsidiaries in connection with the execution, delivery or performance by Buyer or Buyer Sub of this Agreement or the consummation by Buyer or Buyer Sub of the transactions contemplated hereby, except for: (A) filings of applications or and notices, as applicable, with, and the approval of, certain Federal federal and state banking authorities, (B) the filing of the appropriate articles West Virginia Articles of merger Merger for the Merger and the West Virginia Articles of Merger for the Bank Merger with the West Virginia Secretary of State of West Virginia and the Department filing of the Ohio Articles of Merger for the Merger and the Ohio Articles of Merger for the Bank Merger with the Ohio Secretary of State pursuant to the WVBCA and the PBCLOGCL, respectively, (C) the filing with the SEC of the Joint Proxy Statement/Prospectus and such reports under the Exchange Act, as may be required in connection with this Agreement, the Merger and the other transactions contemplated hereby, (D) the approval of this Agreement and the issuance of Buyer Shares under this Agreement in connection with the Merger by Buyer’s shareholders and the adoption of this Agreement by the shareholders of Seller, (D) the Sellerfiling with the SEC of the Joint Proxy Statement/Prospectus and such reports under the Exchange Act as may be required in connection with this Agreement, the Merger, the Bank Merger and the other transactions contemplated hereby, (E) any filings required under the rules and regulations of the Nasdaq, (F) any notice or filings under the HSR Act, (G) such other consents, approvals, orders, authorizations, registrations, declarations and filings filings, the failure of which to be obtained or made, individually or in the aggregate, would not have a material adverse effect on Buyer, and (H) receipt of the approvals set forth in Section 7.07. As of the date hereof, Buyer Xxxxx does not have actual knowledge of any reason why the approvals set forth in Section 7.07 will not be received.

Governmental and Third-Party Proceedings. No Except as set forth on Section 3.01(w) of the Seller Disclosure Schedule no consent, approval, authorization of, or registration, declaration or filing with, any court, Governmental Authority or any other third party is required to be made or obtained by Buyer Seller or the Buyer Seller Subsidiaries in connection with the execution, delivery or performance by Buyer Seller or Buyer Seller Sub of this Agreement or the consummation by Buyer Seller or Buyer Seller Sub of the transactions contemplated hereby, except for: (A) filings of applications or and notices, as applicable, with, and the approval of, certain Federal federal and state banking authorities, (B) the filing of the appropriate articles Articles of merger Merger with the West Virginia Secretary of State of West Virginia and the Department pursuant to the WVBCA and the PBCLWVBCA, (C) the adoption of this Agreement by the shareholders of Seller, (D) the filing with the SEC of the Joint Proxy Statement/Prospectus (as that term is defined in Section 7.06(a)) and such reports under the Exchange Act, Act as may be required in connection with this Agreement, the Merger, the Bank Merger and the other transactions contemplated hereby, (D) the approval of the issuance of Buyer Shares under this Agreement in connection with the Merger by Buyer’s shareholders and the adoption of this Agreement by shareholders of the Seller, (E) any filings required under the rules and regulations of the The Nasdaq Stock Market LLC (“Nasdaq”), (F) any notice or filings under the Xxxx–Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), (G) such other consents, approvals, orders, authorizations, registrations, declarations and filings filings, the failure of which to be obtained or made, individually or in the aggregate, would not have a material adverse effect on BuyerSeller, and (H) receipt of the approvals set forth in Section 7.07. As of the date hereof, Buyer Seller does not have actual knowledge of any reason why the approvals set forth in Section 7.07 will not be received.