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 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) any filings required under the rules and regulations of the Nasdaq and the Nasdaq GM, as applicable, (E) any notice or filings under the HSR Act, (F) 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 (G) 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 WB Sub of this Agreement or the consummation by Buyer or Buyer WB Sub of the transactions contemplated hereby, except for: (A) filings of applications or notices, as applicable, with, with and the approval of, of certain federal and state banking authorities, (B) the filing of the appropriate articles or certificates of merger with the Secretary Secretaries of State of West Virginia and the Department Ohio pursuant to the WVBCA and the PBCLOGCL, (C) the adoption of this Agreement by the shareholders of the Buyer and 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, as may be required in connection with this Agreement, the Merger and the other transactions contemplated hereby, (DE) any filings required under the rules and regulations of the Nasdaq and the Nasdaq GM, as applicableNasdaq, (EF) any notice or filings under the HSR Act, (FG) such other consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to be obtained or made, made individually or in the aggregate, aggregate would not have a material adverse effect on Buyer, and (GH) 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 receivedreceived without the imposition of a condition, restriction or requirement of the type described in Section 7.07.

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 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 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 and the other transactions contemplated hereby, (DE) any filings required under the rules and regulations of the Nasdaq and the Nasdaq GM, as applicableNasdaq, (EF) any notice or filings under the HSR Act, (FG) 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 (GH) 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 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 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 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 and the other transactions contemplated hereby, (DE) any filings required under the rules and regulations of the Nasdaq and the Nasdaq GM, as applicableNasdaq, (EF) any notice or filings under the HSR Act, (FG) 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 (GH) 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 Seller or the Buyer Subsidiaries any Seller Subsidiary in connection with the execution, delivery or performance by Buyer or Buyer Sub Seller of this Agreement or the consummation by Buyer or Buyer Sub Seller of the transactions contemplated hereby, except for: for (A) filings of applications or and notices, as applicable, with, with and the approval of, of certain federal and state banking authorities, (B) the filing of the appropriate articles certificates of merger with the Secretary Secretaries of State of West Virginia and the Department Delaware pursuant to the WVBCA and the PBCLDGCL, (C) the adoption of this Agreement by Seller’s shareholders, (D) the filing of a premerger notification and report form by Seller under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) or any other applicable competition, merger control, antitrust or similar law or regulation, (E) the filing with the SEC of the 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, (DF) any filings required under the rules and regulations of the Nasdaq and the Nasdaq GMBuyer’s Exchange, as applicable, and (E) any notice or filings under the HSR Act, (FG) such other consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to be obtained or made, made individually or in the aggregate, aggregate would not reasonably be expected to have a material adverse effect on Buyer, and (G) 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 receivedSeller.

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 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 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 and the other transactions contemplated hereby, (DE) any filings required under the rules and regulations of the Nasdaq and the Nasdaq GM, as applicableNasdaq, (EF) any notice or filings under the HSR Act, (FG) 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 (GH) 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 Seller or the Buyer Subsidiaries any Seller Subsidiary in connection with the execution, delivery or performance by Buyer or Buyer Sub Seller of this Agreement or the consummation by Buyer or Buyer Sub Seller of the transactions contemplated hereby, except for: for (A) filings of applications or and notices, as applicable, with, with and the approval of, of certain federal and state banking authorities, (B) the filing of the appropriate articles certificates of merger with the Secretary Secretaries of State of West Virginia and the Department Delaware pursuant to the WVBCA and the PBCLDGCL, (C) the adoption of this Agreement by Seller's shareholders, (D) the filing of a premerger notification and report form by Seller under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR ACT") or any other applicable competition, merger control, antitrust or similar law or regulation, (E) the filing with the SEC of the 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, (DF) any filings required under the rules and regulations of the Nasdaq and the Nasdaq GMBuyer's Exchange, as applicable, and (E) any notice or filings under the HSR Act, (FG) such other consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to be obtained or made, made individually or in the aggregate, aggregate would not reasonably be expected to have a material adverse effect on Buyer, and (G) 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 receivedSeller.