NO NOTICES OR APPROVALS REQUIRED AND NO CONFLICTS. None of the execution and delivery of this Agreement by HMN, Home Federal or Sub, the performance by HMN, Home Federal or Sub of their respective obligations hereunder, or the consummation by HMN, Home Federal or Sub of the transactions contemplated hereby will: (i) conflict with the charter or by-laws of HMN, Home Federal or Sub; (ii) assuming satisfaction of the requirements set forth in Clause (iii) (A) and (B) below, violate any provision of law applicable to HMN, Home Federal or Sub; (iii) require any consent or approval of, or filing with or notice to, any public body or authority, domestic or foreign, under any provision of law applicable to HMN, Home Federal or Sub, except for (A) requirements arising under the Home Owners Loan Act, as amended (the "HOLA"), 6 the Savings and Loan Holding Company Act, as amended (the "SLHC Act") and the Federal Deposit Insurance Act, as amended (the "FDI Act") and (B) the filing of this Agreement or a certificate of merger in accordance with the Delaware Law and applicable federal law; or (iv) require any consent, approval or notice under, or violate, breach, be in conflict with or constitute a default (or an event that, with notice or lapse of time or both, would constitute a default) under, or permit the termination of, or result in the creation or imposition of any lien upon any assets, properties or business of HMN, Home Federal or Sub under, any note, bond, indenture, mortgage, deed of trust, lease, franchise, permit, authorization, license, contract, instrument or other agreement or commitment, order, judgment or decree to which HMN, Home Federal or Sub is a party or by which HMN, Home Federal or Sub or any of the assets or properties thereof is bound or encumbered.
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Samples: Merger Agreement (HMN Financial Inc), Merger Agreement (Marshalltown Financial Corp)
NO NOTICES OR APPROVALS REQUIRED AND NO CONFLICTS. None of the execution and delivery of this Agreement by HMN, Home Federal or SubRELIASTAR, the performance by HMN, Home Federal or Sub RELIASTAR of their respective its obligations hereunder, hereunder or the consummation by HMN, Home Federal or Sub RELIASTAR of the transactions contemplated hereby will:
(i) conflict with the Certificate or the By-Laws or with the charter or by-laws bylaws of HMN, Home Federal or Subany of the RELIASTAR Subsidiaries;
(ii) assuming satisfaction of the requirements set forth in Clause (iii) (A), (B), (C) and (BD) below, violate any provision of law applicable to HMNRELIASTAR or any of the RELIASTAR Subsidiaries, Home Federal except for any such violations of law as do not and would not, either individually or Subin the aggregate, have a Material Adverse Effect on RELIASTAR;
(iii) require any consent or approval of, or filing with or notice to, any public body or authority, domestic or foreign, under any provision of law applicable to HMN, Home Federal RELIASTAR or Subany of the RELIASTAR Subsidiaries, except for (A) requirements of Federal and state securities laws, (B) requirements arising under out of the Home Owners Loan ActXxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HOLAHSR Act"), 6 the Savings and Loan Holding Company Act, as amended (the "SLHC Act") and the Federal Deposit Insurance Act, as amended (the "FDI Act") and (BC) the filing of this Agreement or a certificate Certificate of merger Merger in accordance with the Delaware Law Law, (D) approvals of or notices to regulatory authorities pursuant to the insurance laws of the State of Connecticut, the State of New York and applicable federal lawany other jurisdiction in which RELIASTAR or any of the RELIASTAR Insurance Subsidiaries is licensed or authorized to do business, and (E) such consents, approvals or filings the failure of which to obtain or make would not, either individually or in the aggregate, have a Material Adverse Effect on RELIASTAR; or
(iv) require any consent, approval or notice under, or violate, breach, be in conflict with or constitute a default (or an event that, with notice or lapse of time or both, would constitute a default) under, or permit the termination of, or result in the creation or imposition of any lien upon any assets, properties or business of HMN, Home Federal RELIASTAR or Sub any of the RELIASTAR Insurance Subsidiaries under, any note, bond, indenture, mortgage, deed of trust, lease, franchise, permit, authorization, licenselicense (other than franchises, permits, authorizations, or licenses which may require action under Section 2.1(d)(iii) above), contract, instrument or other agreement or commitment, order, judgment or decree to which HMN, Home Federal RELIASTAR or Sub any of the RELIASTAR Insurance Subsidiaries is a party or by which HMN, Home Federal RELIASTAR or Sub any of the RELIASTAR Insurance Subsidiaries or any of the assets or properties thereof is bound or encumbered, except for such consents, approvals or notices the failure of which to obtain or make would not, either individually or in the aggregate, have a Material Adverse Effect on RELIASTAR.
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NO NOTICES OR APPROVALS REQUIRED AND NO CONFLICTS. None of the execution and delivery of this Agreement by HMN, Home Federal or SubSECURITY, the performance by HMN, Home Federal or Sub SECURITY of their respective its obligations hereunder, hereunder or the consummation by HMN, Home Federal or Sub SECURITY of the transactions contemplated hereby will:
(i) conflict with the articles of incorporation or bylaws of SECURITY or with the charter or by-laws bylaws of HMN, Home Federal or Subany of the SECURITY Subsidiaries;
(ii) assuming satisfaction of the requirements set forth in Clause (iii) (A), (B), (C) and (BD) below, violate any provision of law applicable to HMNSECURITY or any of the SECURITY Subsidiaries, Home Federal except for any such violations of law as do not and would not, either individually or Subin the aggregate, have a Material Adverse Effect on SECURITY;
(iii) require any consent or approval of, or filing with or notice to, any public body or authority, domestic or foreign, under any provision of law applicable to HMN, Home Federal SECURITY or Subany of the SECURITY Subsidiaries, except for (A) requirements of Federal and state securities laws, (B) requirements arising under out of the Home Owners Loan HSR Act, as amended (the "HOLA"), 6 the Savings and Loan Holding Company Act, as amended (the "SLHC Act") and the Federal Deposit Insurance Act, as amended (the "FDI Act") and (BC) the filing of this Agreement or a certificate Certificate of merger Merger in accordance with the Delaware Law Law, (D) approvals of or notices to regulatory authorities pursuant to the insurance laws of the State of Connecticut, the State of New York and applicable federal lawany other jurisdiction in which SECURITY or any of the SECURITY Insurance Subsidiaries is licensed or authorized to do business, and (E) such consents, approvals or filings the failure of which to obtain or make would not, either individually or in the aggregate, have a Material Adverse Effect on SECURITY; or
(iv) require any consent, approval or notice under, or violate, breach, be in conflict with or constitute a default (or an event that, with notice or lapse of time or both, would constitute a default) under, or permit the termination of, or result in the creation or imposition of any lien upon any assets, properties or business of HMN, Home Federal SECURITY or Sub any of the SECURITY Subsidiaries under, any note, bond, indenture, mortgage, deed of trust, lease, franchise, permit, authorization, licenselicense (other than franchises, permits, authorizations, or licenses which may require action under Section 2.2(d)(iii) above), contract, instrument or other agreement or commitment, order, judgment or decree to which HMN, Home Federal SECURITY or Sub any of the SECURITY Subsidiaries is a party or by which HMN, Home Federal SECURITY or Sub any of the SECURITY Subsidiaries or any of the assets or properties thereof is bound or encumbered, except for such consents, approvals or notices the failure of which to obtain or make would not, either individually or in the aggregate, have a Material Adverse Effect on SECURITY.
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