Common use of Governmental Approvals and Other Conditions Clause in Contracts

Governmental Approvals and Other Conditions. To the best knowledge of GBC, there is no reason relating specifically to GBC or any GBC Subsidiary why (i) the Regulatory Approvals should not be granted, (ii) such Regulatory Approvals should be subject to a condition which would differ from conditions customarily imposed in orders approving acquisitions of the type contemplated hereby or (iii) any of the conditions precedent as specified in Article VI hereof to the obligations of any of the parties hereto to consummate the transactions contemplated hereby are unlikely to be fulfilled within the applicable time period or periods required for satisfaction of such condition or conditions. No consent, approval, order or authorization of, or registration, declaration or filing with, any federal or state governmental authority is required by or with respect to GBC or any GBC Subsidiary in connection with the execution and delivery of this Agreement or the consummation by GBC of the transactions contemplated hereby or thereby except for: (a) the filing of all Regulatory Applications; (b) the receipt of all Regulatory Approvals; (c) the filing by Cathay Bancorp of the Joint Proxy Registration Statement with the SEC and various blue sky authorities, which Joint Proxy Registration Statement shall include the Proxy Statement for use in connection with the GBC Shareholders' Meeting; (d) the filing of the Bank Merger Agreement with respect to the Bank Merger, bearing the endorsement of the DFI and California Secretary of State, with the DFI; (e) the filing of the Merger Agreement with respect to the Merger with the Secretaries of State of Delaware and California; and (f) any filings, approvals or no-action letters with or from state securities authorities.

Governmental Approvals and Other Conditions. To the best knowledge of GBCCathay Bank and Cathay Bancorp, there is no reason relating specifically to GBC them or any GBC Subsidiary of their Subsidiaries why (ia) the Regulatory Approvals should not be granted, (iib) such the Regulatory Approvals should be subject to a condition which would differ from conditions customarily imposed in orders approving acquisitions of the type contemplated hereby or (iiic) any of the conditions precedent as specified in Article VI hereof to the obligations of any of the parties hereto to consummate the transactions contemplated hereby are unlikely to be fulfilled within the applicable time period or periods required for satisfaction of such condition or conditions. No consent, approval, order or authorization of, or registration, declaration or filing with, any federal or state governmental authority is required by or with respect to GBC Cathay Bank or any GBC Subsidiary Cathay Bancorp in connection with the execution and delivery of this Agreement or the consummation by GBC them of the transactions contemplated hereby or thereby except for: (ai) the filing of all Regulatory ApplicationsApplications by Cathay Bancorp, Cathay Bank and/or their respective Subsidiaries for approval of the transactions contemplated by this Agreement; (bii) the receipt of all Regulatory Approvals; (ciii) the filing by Cathay Bancorp of the Joint Proxy Registration Statement registration statement relating to the Cathay Common Stock to be issued pursuant to this Agreement ("JOINT PROXY REGISTRATION STATEMENT") with the SEC and various blue sky authorities, which Joint Proxy Registration Statement shall include the Proxy Statement prospectus/proxy statement (the "PROXY STATEMENT") for use in connection with the GBC Shareholdersand Cathay Bancorp shareholders' Meetingmeeting to approve the Merger (each a "SHAREHOLDERS' MEETING"); (div) the filing of the Bank Merger Agreement with respect to the Bank Merger, bearing the endorsement of the DFI and the California Secretary of State, with the DFI; (ev) the filing of the Merger Agreement with respect to the Merger with the Secretaries Delaware Secretary of State and the California Secretary of Delaware and CaliforniaState; and (fvi) any filings, approvals or no-action letters with or from state securities authorities.

Governmental Approvals and Other Conditions. To the best knowledge of GBCFMAC, there is no reason relating specifically to GBC FMAC or any GBC Subsidiary of its Subsidiaries why (i) the Regulatory Approvals approvals that are required to be obtained from regulatory authorities having approval authority in connection with the transactions contemplated hereby should not be granted, (ii) such Regulatory Approvals regulatory approvals should be subject to a condition which would differ from conditions customarily imposed by such regulatory authorities in orders approving acquisitions of the type contemplated hereby or (iii) any of the conditions precedent as specified in Article VI hereof to the obligations of any of the parties hereto to consummate the transactions contemplated hereby are unlikely to be fulfilled within the applicable time period or periods required for satisfaction of such condition or conditions. No consent3.33 Year 2000 Compliant. Set forth in Section 3.33 of the FMAC Disclosure Schedule is a good faith estimate of FMAC's cost for achieving, approvalto its knowledge, order Year 2000 Compliance in all material respects on or authorization ofprior to November 15, 1999. FMAC has no reason to believe that its cost for Year 2000 Compliance will materially exceed the amount of such good faith estimate unless FMAC, at the request of Bay View, agrees to accelerate the timing of its Year 2000 Compliance to a date substantially prior to November 15, 1999. ARTICLE IV COVENANTS OF FMAC AND BAY VIEW 4.1 FMAC Business in Ordinary Course. (a) Without the prior written consent of Bay View, FMAC shall not declare or registration, declaration pay any dividend or filing with, make any federal or state governmental authority is required by or other distribution with respect to GBC its capital stock, whether in cash, stock or any GBC Subsidiary in connection with other property, after the execution and delivery date of this Agreement or the consummation by GBC of the transactions contemplated hereby or thereby except for: (a) the filing of all Regulatory Applications; Agreement. (b) FMAC and the receipt FMAC Subsidiaries shall continue to carry on, after the date hereof, their respective businesses and the discharge or incurring of all Regulatory Approvalsobligations and liabilities, only in the usual, regular and ordinary course of business, as heretofore conducted, and by way of amplification and not limitation, FMAC and each of the FMAC Subsidiaries will not, without the prior written consent of Bay View (or the Chief Credit Officer of Bay View in the case of subparagraph (vii)) (which in the case of subparagraph (xx) shall not be unreasonably withheld or delayed); (ci) the filing by Cathay Bancorp issue any of its capital stock, ownership, profit and loss, or other beneficial interests, or any options, warrants, or other rights to subscribe for or purchase any of the Joint Proxy Registration Statement with foregoing, except (A) pursuant to the SEC FMAC Stock Options outstanding on the date hereof and various blue sky authorities(B) restricted stock awards, which Joint Proxy Registration Statement shall include the Proxy Statement for use stock options and bonus stock to be awarded as fully described in connection with the GBC Shareholders' Meeting; (d) the filing Section 4.1 of the Bank Merger Agreement with respect to the Bank Merger, bearing the endorsement of the DFI and California Secretary of State, with the DFIFMAC Disclosure Schedule; (e) the filing of the Merger Agreement with respect to the Merger with the Secretaries of State of Delaware and California; and (f) any filings, approvals or no-action letters with or from state securities authorities.30

Governmental Approvals and Other Conditions. To the best knowledge of GBCParent Bank and Parent, there is no reason relating specifically to GBC them or any GBC Subsidiary their affiliates why (ia) the Regulatory Approvals approvals that are required to be obtained from regulatory authorities having approval authority in connection with the transactions contemplated hereby should not be grantedgranted in a timely manner, (iib) such Regulatory Approvals regulatory approvals should be subject to a condition which would differ from conditions customarily imposed by such regulatory authorities in orders approving acquisitions of the type contemplated hereby or (iiic) any of the conditions precedent as specified in Article VI hereof to the obligations of any of the parties hereto to consummate the transactions contemplated hereby or in the Bank Merger Agreement are unlikely to be fulfilled within the applicable time period or periods required for satisfaction of such condition or conditions. No consent, approval, order or authorization of, or registration, declaration or filing with, any federal or state governmental authority is required by or with respect to GBC Parent Bank or Parent or any GBC Subsidiary of their affiliates in connection with the execution and delivery of this Agreement or the Bank Merger Agreement or the consummation by GBC them of the transactions contemplated hereby or thereby thereby, except for: (ai) the filing of all Regulatory Applicationsregulatory applications or notices with the OCC, the OTS or the FDIC; (b) the receipt of all Regulatory Approvals; (cii) the filing by Cathay Bancorp Parent of the Joint Proxy Registration Statement with the SEC and various blue sky authorities, which Joint Proxy Registration Statement shall include the Proxy Statement for use in connection with the GBC Shareholders' Company Stockholders’ Meeting; (diii) notice to the National Association of Securities Dealers (“NASD”) in connection with the Subsidiary Merger and the filing of the Bank Subsidiary Merger Agreement with respect to the Bank Merger, bearing the endorsement of the DFI and California Secretary of State, with the DFI; (e) the filing of the Merger Agreement with respect to the Merger with the Secretaries of State of Delaware and Californiaiv)the filings contemplated by Article I hereof; and (fv) any filings, approvals pre-report to the FSA. No approval or no-action letters waiver is required to be obtained from the FRB in connection with or from state securities authoritiesthe transactions contemplated hereby.