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 Seller or any Seller Subsidiary in connection with the execution, delivery or performance by Seller of this Agreement or the consummation by Seller of the transactions contemplated hereby, except for (A) filings of applications and notices, as applicable, with and the approval of certain federal and state banking authorities, (B) the filing of the appropriate certificates of merger with the Secretaries of State of West Virginia and Delaware pursuant to the WVBCA and the DGCL, (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 and such reports under the Exchange Act, as may be required in connection with this Agreement, the Merger and the other transactions contemplated hereby, (F) any filings required under the rules and regulations of Nasdaq and the Buyer’s Exchange, and (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 reasonably be expected to have a material adverse effect on Seller.

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 Seller or any Seller Subsidiary in connection with the execution, delivery or performance by Seller of this Agreement or the consummation by Seller of the transactions contemplated hereby, except for (A) filings of applications and notices, as applicable, with and the approval of certain federal and state banking authorities, (B) the filing of the appropriate certificates of merger with the Secretaries of State of West Virginia and Delaware pursuant to the WVBCA and the DGCL, (C) the adoption of this Agreement by Seller’s '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”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 and such reports under the Exchange Act, as may be required in connection with this Agreement, the Merger and the other transactions contemplated hereby, (F) any filings required under the rules and regulations of Nasdaq and the Buyer’s 's Exchange, and (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 reasonably be expected to have a material adverse effect on Seller.

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 Seller Buyer or any Seller Subsidiary the Buyer Subsidiaries in connection with the execution, delivery or performance by Seller Buyer or Buyer Sub of this Agreement or the consummation by Seller Buyer or Buyer Sub of the transactions contemplated hereby, except for for: (A) filings of applications and notices, as applicable, with with, and the approval of of, certain federal Federal and state banking authorities, (B) the filing of the appropriate certificates Articles of merger Merger with the Secretaries West Virginia Secretary of State of West Virginia and Delaware the Indiana Secretary pursuant to the WVBCA and the DGCLIBCL, respectively, (C) the adoption of this Agreement by the shareholders of 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 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, (FE) any filings required under the rules and regulations of Nasdaq and the Buyer’s ExchangeNasdaq, and (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 made, individually or in the aggregate aggregate, would not reasonably be expected to have a material adverse effect on Seller, 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 Seller Buyer or any Seller Subsidiary the Buyer Subsidiaries in connection with the execution, delivery or performance by Seller Buyer or Buyer Sub of this Agreement or the consummation by Seller Buyer or Buyer Sub of the transactions contemplated hereby, except for for: (A) filings of applications and notices, as applicable, with with, and the approval of of, certain federal and state banking authorities, (B) the filing of the appropriate certificates Articles of merger Merger with the Secretaries West Virginia Secretary of State of West Virginia and Delaware pursuant to the WVBCA and the DGCLWVBCA, (C) the adoption of this Agreement by the shareholders of 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 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, (FE) any filings required under the rules and regulations of Nasdaq and Nasdaq, (F) any notice or filings under the Buyer’s ExchangeHSR Act, and (G) such other consents, approvals, orders, authorizations, registrations, declarations and filings 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 Seller, 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 Seller Buyer or any Seller Subsidiary the Buyer Subsidiaries in connection with the execution, delivery or performance by Seller Buyer or Buyer Sub of this Agreement or the consummation by Seller Buyer or Buyer Sub of the transactions contemplated hereby, except for for: (A) filings of applications and notices, as applicable, with with, and the approval of of, certain federal and state banking authorities, (B) the filing of the appropriate certificates Articles of merger Merger with the Secretaries West Virginia Secretary of State of West Virginia and Delaware the Kentucky Secretary pursuant to the WVBCA and the DGCLKBCA, respectively, (C) the adoption of this Agreement by the shareholders of 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 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, (FE) any filings required under the rules and regulations of Nasdaq and Nasdaq, (F) any notice or filings under the Buyer’s ExchangeHSR Act, and (G) such other consents, approvals, orders, authorizations, registrations, declarations and filings 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 Seller, and (H) receipt of the approvals set forth in Section 7.07. As of the date hereof, Buyer does not have knowledge of any reason why the approvals set forth in Section 7.07 will not be received.