Common use of Governmental Filings; No Violations; Etc Clause in Contracts

Governmental Filings; No Violations; Etc. (i) Except for (A) the receipt of the Sanctioning Order and the filing of the Sanctioning Order with the Registrar of Companies of England and Wales and complying with any other applicable requirements of the Companies Act and the rules and regulations promulgated thereunder, (B) compliance with and filings or notifications (and expiration of waiting period) under the HSR Act with respect to the Acquisition and the Equity Financing and the transactions contemplated hereby or the Equity Commitments, (C) the filings with, and (if applicable) approvals from, the European Commission of a merger notification under the EUMR and (D) the filings, and (if applicable) approvals, under the other applicable Acquisition Antitrust Laws with respect to the Acquisition and the transactions contemplated hereby, no notices, reports or other filings are required to be made by Buyer with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by Buyer from, any Governmental Entity in connection with the execution, delivery and performance of this Agreement by Buyer and the consummation by Buyer of the Acquisition and the other transactions contemplated hereby, except those that the failure to make or obtain are not, individually or in the aggregate, reasonably likely to prevent, materially delay or materially impede the ability of Buyer to consummate the Acquisition and the other transactions contemplated by this Agreement.

Governmental Filings; No Violations; Etc. (ia) Except for (Ai) compliance with, and filings under, the receipt of HSR Act, (ii) compliance with, and filings under, the Sanctioning Order Exchange Act and the filing of the Sanctioning Order with the Registrar of Companies of England and Wales and complying with any other applicable requirements of the Companies Securities Act and the rules and regulations promulgated thereunder, including the filing with the SEC of the Schedule TO and, if the Shareholders Meeting is required pursuant to this Agreement, the Proxy Statement, (Biii) compliance with state securities, takeover and filings or notifications (and expiration of waiting period) under the HSR Act with respect to the Acquisition “blue sky” Laws and the Equity Financing and the transactions contemplated hereby or the Equity Commitments, (C) the filings with, and (if applicable) approvals from, the European Commission filing of a merger notification under the EUMR and (D) the filings, and (if applicable) approvals, under the other applicable Acquisition Antitrust Laws documents with respect to the Acquisition and various state securities authorities that may be required in connection with the transactions contemplated hereby, including the filing by Merger Sub of the PA Takeover Notice accompanied by payment of the required filing fee, (iv) the filing with the Department of State of the Commonwealth of Pennsylvania the Articles of Merger, (v) compliance with the applicable requirements of the NYSE MKT, and (vi) compliance with the applicable requirements of any foreign antitrust laws (the items set forth above in clauses (i) through (vi), the “Parent Required Governmental Approvals”), no notices, reports or other filings are required to be made by Buyer Parent or Merger Sub with, nor are any consents, registrations, approvals, permits approvals or authorizations required to be obtained by Buyer from, Parent or Merger Sub from any Governmental Entity in connection with the execution, delivery and performance of this Agreement by Buyer Parent and Merger Sub or the consummation by Buyer of the Acquisition Offer, the Merger and the other transactions contemplated herebyby this Agreement, except those that the failure to make or obtain are obtain, as the case may be, is not, individually or in the aggregate, reasonably likely to prevent, materially delay or materially impede the ability consummation of Buyer to consummate the Acquisition and Offer, the Merger or the other transactions contemplated by this Agreement.

Governmental Filings; No Violations; Etc. (ia) Except for (Ai) compliance with, and filings under, the receipt of HSR Act, (ii) compliance with, and filings under, the Sanctioning Order Exchange Act and the filing of the Sanctioning Order with the Registrar of Companies of England and Wales and complying with any other applicable requirements of the Companies Securities Act and the rules and regulations promulgated thereunder, including the filing with the SEC of the Schedule TO, (Biii) compliance with state securities, takeover and filings or notifications (and expiration of waiting period) under the HSR Act with respect to the Acquisition “blue sky” Laws and the Equity Financing and the transactions contemplated hereby or the Equity Commitments, (C) the filings with, and (if applicable) approvals from, the European Commission filing of a merger notification under the EUMR and (D) the filings, and (if applicable) approvals, under the other applicable Acquisition Antitrust Laws documents with respect to the Acquisition and various state securities authorities that may be required in connection with the transactions contemplated hereby, (iv) the filing with the with the Secretary of State of the State of Delaware of the Certificate of Merger as required by the DGCL, (v) compliance with the applicable requirements of Nasdaq, and (vi) compliance with the applicable requirements of any other Antitrust Laws (the items set forth above in clauses (i) through (vi), the “Parent Required Governmental Approvals”), no notices, reports or other filings are required to be made by Buyer Parent or Merger Sub with, nor are any consents, registrations, approvals, permits approvals or authorizations required to be obtained by Buyer from, Parent or Merger Sub from any Governmental Entity in connection with the execution, delivery and performance of this Agreement by Buyer Parent and Merger Sub or the consummation by Buyer of the Acquisition Offer, the Merger and the other transactions contemplated herebyby this Agreement, except those that the failure to make or obtain are obtain, as the case may be, would not, individually or in the aggregate, reasonably likely be expected to prevent, materially delay or materially impede the ability of Buyer to consummate the Acquisition and the other transactions contemplated by this Agreementhave a Parent Material Adverse Effect.

Governmental Filings; No Violations; Etc. (i1) Except for Other than (A) the receipt of the Sanctioning Order and the filing of the Sanctioning Order with the Registrar of Companies of England and Wales and complying with any other applicable requirements of the Companies Act and the rules and regulations promulgated thereunderfilings, approvals and/or notices pursuant to Section 1.3, (B) compliance with and the filings or notifications (and expiration of waiting period) and/or notices under the HSR Act with respect to the Acquisition and the Equity Financing and the transactions contemplated hereby or the Equity CommitmentsAct, (C) the filings withand/or notices in order to comply with state securities, takeover and (if applicable) approvals from, the European Commission of a merger notification under the EUMR “blue sky” Laws and (D) the filingsfiling of applications and notices, as applicable, with, and (if applicable) approvalsapprovals from, the Federal Reserve Board under the other applicable Acquisition Antitrust Laws Bank Holding Company Act (including with respect to the Acquisition qualification of the Surviving Corporation as a bank holding company and the transactions contemplated herebyacquisition by the Surviving Corporation of FCB’s interest in FCB Bank and Trust), the State of Illinois Department of Financial and Professional Regulation, Division of Banking, under the Illinois Banking Act and the approval of such applications and notices, (collectively, the “FCB Approvals”), no notices, reports or other filings are required to be made by Buyer FCB with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by Buyer FCB from, any Governmental Entity in connection with the execution, delivery and performance of this Agreement by Buyer FCB and the consummation by Buyer of the Acquisition Merger and the other transactions contemplated hereby, or in connection with the continuing operation of the business of the Surviving Corporation and its Subsidiaries, following the Effective Time, except those that the failure to make or obtain are would not, individually or in the aggregate, reasonably likely to result in a FCB Material Adverse Effect or prevent, materially delay or materially impede impair the ability consummation of Buyer to consummate the Acquisition and the other transactions contemplated by this Agreement.