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 or Regulatory Authority or any other third party is required to be made or obtained by UCFC or Home Savings in connection with the execution, delivery or performance by UCFC or Home Savings of this Agreement or the consummation by UCFC 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 certificate of merger with the Secretary of State of Ohio pursuant to the OGCL, (c) the filing with the SEC of the Registration Statement (as defined in Section 7.03 below) and such reports under the Exchange Act as may be required in connection with this Agreement, the Corporate Merger and the other transactions contemplated hereby, (d) any filings required under the rules and regulations of Nasdaq, (e) the adoption of this Agreement by the UCFC shareholders, and (f) such other consents, approvals, orders, authorizations, registrations, declarations and filings, except for such 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 effect on UCFC on a consolidated basis.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (PVF Capital Corp), Agreement and Plan of Merger (United Community Financial Corp)

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Governmental and Third-Party Proceedings. No consent, approval, authorization of, or registration, declaration or filing with, any court, Governmental or Regulatory Authority or any other third party is required to be made or obtained by UCFC FDEF or Home Savings First Federal in connection with the execution, delivery or performance by UCFC FDEF or Home Savings First Federal of this Agreement or the consummation by UCFC FDEF 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 certificate of merger with the Secretary Secretaries of State of Ohio and Delaware pursuant to the OGCLOGCL and DGCL, (c) the filing with the SEC of the Registration Statement (as defined in Section 7.03 below) and such reports under the Exchange Act as may be required in connection with this Agreement, the Corporate Merger and the other transactions contemplated hereby, (d) any filings required under the rules and regulations of The Nasdaq Stock Market, Inc. ("Nasdaq, (e) the adoption of this Agreement by the UCFC shareholders"), and (fe) such other consents, approvals, orders, authorizations, registrations, declarations and filings, except for such 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 effect on UCFC FDEF on a consolidated basis.

Appears in 1 contract

Samples: Agreement and Plan of Merger (First Defiance Financial Corp)

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Governmental and Third-Party Proceedings. No consent, approval, authorization of, or registration, declaration or filing with, any court, Governmental or Regulatory Authority or any other third party is required to be made or obtained by UCFC FDEF or Home Savings First Federal in connection with the execution, delivery or performance by UCFC FDEF or Home Savings First Federal of this Agreement or the consummation by UCFC FDEF 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 certificate of merger with the Secretary Secretaries of State of Ohio and Delaware pursuant to the OGCLOGCL and DGCL, (c) the filing with the SEC of the Registration Statement (as defined in Section 7.03 below) and such reports under the Exchange Act as may be required in connection with this Agreement, the Corporate Merger and the other transactions contemplated hereby, (d) any filings required under the rules and regulations of NasdaqThe Nasdaq Stock Market, Inc. (e) the adoption of this Agreement by the UCFC shareholders"NASDAQ"), and (fe) such other consents, approvals, orders, authorizations, registrations, declarations and filings, except for such 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 effect on UCFC FDEF on a consolidated basis.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Combanc Inc)

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