Common use of Regulatory Approvals; No Defaults Clause in Contracts

Regulatory Approvals; No Defaults. (a) No consents or approvals of, or waivers by, or filings or registrations with, any Governmental Authority are required to be made or obtained by Company or any of its Subsidiaries in connection with the execution, delivery or performance by Company and Company Bank of this Agreement or to consummate the transactions contemplated by this Agreement, except for filings of applications or notices with, and consents, approvals or waivers by the FRB, the FDIC (including with respect to the transfer of the FDIC Agreements to Buyer, if such agreements have not been terminated prior to the Closing Date), the Arkansas State Bank Department, the Georgia Department of Banking and Finance, the filing of the Articles of Merger and Certificate of Merger with the Arkansas Secretary of State and the Delaware Secretary of State, respectively, the filing of the Articles of Bank Merger with the Arkansas State Bank Department, the Georgia Department of Banking and Finance and the Georgia Secretary of State, and the filing with the SEC of the Proxy Statement-Prospectus and the Registration Statement and declaration of effectiveness of the Registration Statement. Subject to the receipt of the approvals referred to in the preceding sentence and the Requisite Company Stockholder Approval, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby (including, without limitation, the Merger and the Bank Merger) by Company and Company Bank do not and will not (i) constitute a breach or violation of, or a default under, the Certificate of Incorporation, Bylaws or similar governing documents of Company, Company Bank, or any of their respective Subsidiaries, (ii) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Company or any of its Subsidiaries, or any of their respective properties or assets, (iii) conflict with, result in a breach or violation of any provision of, or the loss of any benefit under, or a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the creation of any Lien under, result in a right of termination or the acceleration of any right or obligation under, any permit, license, credit agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, contract, franchise, agreement or other instrument or obligation of Company or any of its Subsidiaries or to which Company or any of its Subsidiaries, or their respective properties or assets is subject or bound, or (iv) require the consent or approval of any third party or Governmental Authority under any such Law, rule or regulation or any judgment, decree, order, permit, license, credit agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, contract, franchise, agreement or other instrument or obligation.

Regulatory Approvals; No Defaults. (ai) No consents or approvals of, or waivers by, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by the Company or any of its Subsidiaries in connection with the execution, delivery or performance by the Company and or the Company Bank of this Agreement and the Bank Merger Agreement, as applicable, or to consummate the transactions contemplated by this AgreementTransactions, except for (A) filings of applications or notices with, and consents, approvals or waivers by the FRBby, the FDIC Federal Reserve Board, the OCC, and the Maine Superintendent, as required, (including B) filings with respect to the transfer SEC and state securities authorities, as applicable, in connection with the submission of this Agreement for the approval of the FDIC Agreements to Buyerholders of Company Common Stock and the issuance of Parent Common Stock in the Merger, if such agreements have not been terminated prior to the Closing Date), the Arkansas State Bank Department, the Georgia Department of Banking and Finance, (C) the filing of the Articles of Merger and Certificate of Merger with the Arkansas Secretary of State of the State of Maine pursuant to the MBCA, (D) the approval of this Agreement by the holders of 67% of the outstanding shares of Company Common Stock and (E) such corporate approvals and such consents or approvals of, or waivers by, or filings or registrations with, certain of the Delaware Secretary foregoing federal and state banking agencies in connection with the Bank Merger. As of State, respectivelythe date hereof, the filing Company is not aware of any reason why the approvals set forth above and referred to in Section 7.01(b) will not be received in a timely manner and without the imposition of a condition, restriction or requirement of the Articles of Bank Merger with type described in Section 7.01(b). (ii) Subject to receipt, or the Arkansas State Bank Departmentmaking, the Georgia Department of Banking and Finance and the Georgia Secretary of State, and the filing with the SEC of the Proxy Statement-Prospectus consents, approvals, waivers and the Registration Statement and declaration of effectiveness of the Registration Statement. Subject to the receipt of the approvals filings referred to in the preceding sentence paragraph and the Requisite Company Stockholder Approvalexpiration of related waiting periods, the execution, delivery and performance of this Agreement and the Bank Merger Agreement by the Company and the Company Bank, as applicable, and the consummation of the transactions contemplated hereby (including, without limitation, the Merger and the Bank Merger) by Company and Company Bank Transactions do not and will not (iA) constitute a breach or violation of, or a default under, or give rise to any Lien, any acceleration of remedies or any right of termination under, any law, rule or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument of the Company or any of its Subsidiaries or to which the Company or any of its Subsidiaries or any of their respective properties is subject or bound, (B) constitute a breach or violation of, or a default under, the Certificate articles of Incorporation, Bylaws incorporation or bylaws (or similar governing documents documents) of Company, the Company Bank, or any of their respective Subsidiaries, its Subsidiaries or (iiC) violate require any statute, code, ordinanceconsent or approval under any such law, rule, regulation, judgment, order, writ, decree or injunction applicable to Company or any of its Subsidiaries, or any of their respective properties or assets, (iii) conflict with, result in a breach or violation of any provision of, or the loss of any benefit under, or a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the creation of any Lien under, result in a right of termination or the acceleration of any right or obligation under, any permit, license, credit agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, contract, franchise, agreement or other instrument or obligation of Company or any of its Subsidiaries or to which Company or any of its Subsidiaries, or their respective properties or assets is subject or bound, or (iv) require the consent or approval of any third party or Governmental Authority under any such Law, rule or regulation or any judgment, decree, order, permit, governmental permit or license, credit agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, indenture or instrument, concession, contract, franchise, agreement or other instrument or obligation.. (g)

Regulatory Approvals; No Defaults. (ai) No consents or approvals of, or waivers by, or notices to, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by Company PPBI or any of its Subsidiaries in connection with the execution, delivery or performance by Company and Company Bank PPBI of this Agreement and by Pacific Premier of the Bank Merger Agreement or to consummate the transactions contemplated by this AgreementTransaction, except for (A) filings of applications or notices with, and consents, approvals or waivers by the FRBby, the FDIC FRB and the DBO, as required, (including B) filings with respect to the transfer SEC and state securities authorities, as applicable, in connection with the issuance of PPBI Common Stock in the FDIC Agreements to BuyerMerger, if (C) approval of listing of such agreements have not been terminated prior to PPBI Common Stock on the Closing Date)Nasdaq, the Arkansas State Bank Department, the Georgia Department of Banking and Finance, (D) the filing of (1) the Articles of Merger and Certificate of Merger with the Arkansas Secretary of State of the State of Delaware pursuant to the DGCL, (2) the Certificate of Merger, as certified by the Secretary of State of the State of Delaware, with the Secretary of State of the State of California pursuant to the CGCL, and (3) the Bank Merger Agreement with the Secretary of State of the State of California and the Delaware Secretary of State, respectively, DBO pursuant to the filing CGCL and CFC and (E) the approval by PPBI’s shareholders of the Articles issuance of Bank Merger with PPBI Common Stock in the Arkansas State Bank Department, the Georgia Department of Banking and Finance and the Georgia Secretary of State, and the filing with the SEC Merger. As of the Proxy Statement-Prospectus date hereof, PPBI is not aware of any reason why the approvals set forth above and referred to in Section 7.01(b) will not be received in a timely manner and without the Registration Statement and declaration imposition of effectiveness a condition, restriction or requirement of the Registration Statementtype described in Section 7.01(b). (ii) Subject to receipt, or the receipt making, of the approvals consents, approvals, waivers and filings referred to in the preceding sentence paragraph and expiration of the Requisite Company Stockholder Approvalrelated waiting periods, the execution, delivery and performance of this Agreement by PPBI and the Bank Merger Agreement by Pacific Premier and the consummation of the transactions contemplated hereby (including, without limitation, the Merger and the Bank Merger) by Company and Company Bank Transaction do not and will not (iA) constitute a breach or violation of, or a default under, or give rise to any Lien, any acceleration of remedies or any right of termination under, any law, code, ordinance, rule or regulation or any judgment, decree, injunction, order, governmental permit or license, or agreement, indenture or instrument of PPBI or of any of its Subsidiaries or to which PPBI or any of its Subsidiaries or any of their respective properties is subject or bound, (B) constitute a breach or violation of, or a default under, the Certificate articles of Incorporation, Bylaws incorporation or bylaws (or similar governing documents documents) of Company, Company Bank, PPBI or any of their respective Subsidiaries, its Subsidiaries or (iiC) violate require any statuteconsent or approval under any such law, code, ordinance, rule, regulation, judgment, orderdecree, writ, decree or injunction applicable to Company or any of its Subsidiaries, or any of their respective properties or assets, (iii) conflict with, result in a breach or violation of any provision of, or the loss of any benefit under, or a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the creation of any Lien under, result in a right of termination or the acceleration of any right or obligation under, any permit, license, credit agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, contract, franchise, agreement or other instrument or obligation of Company or any of its Subsidiaries or to which Company or any of its Subsidiaries, or their respective properties or assets is subject or bound, or (iv) require the consent or approval of any third party or Governmental Authority under any such Law, rule or regulation or any judgment, decreeinjunction, order, permit, governmental permit or license, credit agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, indenture or instrument, concession, contract, franchise, agreement or other instrument or obligation.. (g)

Regulatory Approvals; No Defaults. (ai) No consents or approvals of, or waivers by, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by Company United or any of its Subsidiaries in connection with the execution, delivery or performance by Company and Company Bank United of this Agreement or to consummate the transactions contemplated by this Agreement, Merger except for filings of applications or notices with, and consents, approvals or waivers by the FRB, the FDIC (including with respect to the transfer of the FDIC Agreements to Buyer, if such agreements have not been terminated prior to the Closing Date), the Arkansas State Bank Department, the Georgia Department of Banking and Finance, A) the filing of the Articles of Merger applications and Certificate of Merger notices, as applicable, with the Arkansas Secretary federal and state banking authorities; (B) the adoption and approval by the shareholders of State and the Delaware Secretary of State, respectively, the filing United of the Articles of Bank Merger with the Arkansas State Bank Department, the Georgia Department of Banking and Finance Amendment and the Georgia Secretary issuance of State, and United Common Stock as contemplated hereby; (C) the filing with the SEC of the Proxy Statement-Prospectus and the Registration Statement and declaration of effectiveness of the Registration Statement. Subject ; (D) the filing of articles of merger with the Corporation Commission pursuant to the VSCA and the issuance of the related certificate of merger and the filing of the Articles Amendment with the West Virginia Secretary; (E) such filings as are required to be made or approvals as are required to be obtained under the securities or "Blue Sky" laws of various states in connection with the issuance of United Stock in the Merger; and (F) receipt of the approvals set forth in Section 7.01(b). As of the date hereof, United is not aware of any reason why the approvals set forth in Section 7.01(b) will not be received without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b). (ii) Subject to the satisfaction of the requirements referred to in the preceding sentence paragraph and expiration of the Requisite Company Stockholder Approvalrelated waiting periods, and required filings under federal and state securities laws, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby (including, without limitation, the Merger and the Bank Merger) by Company and Company Bank do not and will not (iA) constitute a breach or violation of, or a default under, or give rise to any Lien, any acceleration of remedies or any right of termination under, any law, rule or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument of United or of any of its Subsidiaries or to which United or any of its Subsidiaries or properties is subject or bound, (B) constitute a breach or violation of, or a default under, the Certificate certificate of Incorporation, Bylaws incorporation or by-laws (or similar governing documents documents) of Company, Company Bank, or any of their respective Subsidiaries, (ii) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Company United or any of its Subsidiaries, or any of their respective properties or assets, (iii) conflict with, result in a breach or violation of any provision of, or the loss of any benefit under, or a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the creation of any Lien under, result in a right of termination or the acceleration of any right or obligation under, any permit, license, credit agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, contract, franchise, agreement or other instrument or obligation of Company or any of its Subsidiaries or to which Company or any of its Subsidiaries, or their respective properties or assets is subject or bound, or (ivC) require the any consent or approval of any third party or Governmental Authority under any such Law, rule or regulation or any judgment, decree, order, permit, license, credit agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, contract, franchise, agreement or other instrument or obligation.A-14

Regulatory Approvals; No Defaults. (ai) No consents or approvals of, or waivers by, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by Company the Acquiror or any of its Subsidiaries in connection with the execution, delivery or performance by Company and Company the Acquiror or the Bank of this Agreement or to consummate the transactions contemplated Combination (and, if the Plan of Merger is entered into, by this Agreement, Assigned Sub of the Plan of Merger or to consummate the Merger) except for filings of applications or notices with, and consents, approvals or waivers by the FRB, the FDIC (including with respect to the transfer of the FDIC Agreements to Buyer, if such agreements have not been terminated prior to the Closing Date), the Arkansas State Bank Department, the Georgia Department of Banking and Finance, A) the filing of a notice under the Articles of Merger and Certificate of Merger with the Arkansas Secretary of State and the Delaware Secretary of StateHSR Act, respectively, (B) the filing of the Articles of Bank Merger applications and notices, as applicable, with the Arkansas State Bank Department, the Georgia Department of Banking and Finance OTS and the Georgia Secretary FDIC; (C) approval of State, the listing on the NYSE of the Acquiror Common Stock to be issued in the Combination (and related Acquiror Rights); (D) the filing with the SEC of the Proxy Statement-Prospectus and the Registration Statement and declaration of effectiveness of the Registration Statement; (E) the filing of a certificate of merger with the Secretary of State of the State of Delaware pursuant to the DGCL (as provided in the Plan of Merger); and (F) such filings as are required to be made or approvals as are required to be obtained under the securities or "Blue Sky" laws of various states in connection with the issuance of Acquiror Common Stock in the Combination. As of the date hereof, the Acquiror is not aware of any reason why the approvals of all Governmental Authorities necessary to permit consummation of the transactions contemplated hereby will not be received without the imposition of a condition or requirement described in Section 7.01(b). (ii) Subject to the receipt of the approvals regulatory approvals, and expiration of the waiting periods, referred to in the preceding sentence paragraph and the Requisite Company Stockholder Approvalmaking of all required filings under federal and state securities laws, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby (including, without limitation, the Merger and the Bank Merger) by Company and Company Bank do not and will not (iA) constitute a breach or violation of, or a default under, or give rise to any Lien, any acceleration of remedies or any right of termination under, any law, rule or regulation or any judgment, decree, order, governmental permit or license, or Contract of the Acquiror or of any of its Subsidiaries or to which the Acquiror or any of its Subsidiaries or properties is subject or bound, (B) constitute a breach or violation of, or a default under, the Certificate certificate of Incorporation, Bylaws incorporation or by-laws (or similar governing documents documents) of Company, Company Bank, the Acquiror or any of their respective its Subsidiaries, or (iiC) violate require any statute, code, ordinanceconsent or approval under any such law, rule, regulation, judgment, order, writ, decree or injunction applicable to Company or any of its Subsidiaries, or any of their respective properties or assets, (iii) conflict with, result in a breach or violation of any provision of, or the loss of any benefit under, or a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the creation of any Lien under, result in a right of termination or the acceleration of any right or obligation under, any permit, license, credit agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, contract, franchise, agreement or other instrument or obligation of Company or any of its Subsidiaries or to which Company or any of its Subsidiaries, or their respective properties or assets is subject or bound, or (iv) require the consent or approval of any third party or Governmental Authority under any such Law, rule or regulation or any judgment, decree, order, permit, governmental permit or license, credit agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, indenture or instrument, concession, contract, franchise, agreement or other instrument or obligation.. (g)

Regulatory Approvals; No Defaults. (a) No consents or approvals of, or waivers by, or filings or registrations with, any Governmental Authority are required to be made or obtained by Company SMBK or any of its Subsidiaries in connection with the execution, delivery delivery, or performance by Company and Company Bank SMBK of this Agreement or to consummate the transactions contemplated by this Agreement, including the Bank Merger, except for filings of applications or notices with(i) the Regulatory Approvals, and consents, approvals or waivers by the FRB, the FDIC (including with respect to the transfer of the FDIC Agreements to Buyer, if such agreements have not been terminated prior to the Closing Date), the Arkansas State Bank Department, the Georgia Department of Banking and Finance, the filing of the Articles of Merger and Certificate of Merger with the Arkansas Secretary of State and the Delaware Secretary of State, respectively, the filing of the Articles of Bank Merger with the Arkansas State Bank Department, the Georgia Department of Banking and Finance and the Georgia Secretary of State, and ii) the filing with the SEC of the Proxy Statement-Prospectus Statement and the Registration Statement filing and declaration of effectiveness of the Registration StatementForm S-4, (iii) the filing of the Articles of Merger contemplated by Section 1.04(a) and the filing of documents with the TDFI and the Secretary of State of the State of Tennessee to cause the Bank Merger to become effective, (iv) such other filings and reports as required pursuant to the Exchange Act and the rules and regulations promulgated thereunder, or applicable stock exchange requirements, (v) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the rules and regulations of any applicable SRO and the rules of the NASDAQ, and (vi) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of SMBK Common Stock pursuant to this Agreement and approval of listing of such SMBK Common Stock on the NASDAQ. Subject to the receipt of the approvals referred to in the preceding sentence and the Requisite Company Stockholder Approvalsentence, the execution, delivery delivery, and performance of this Agreement and the consummation of the transactions contemplated hereby (including, without limitation, the Merger and the Bank Merger) by Company and Company Bank SMBK do not and will not not, (i1) constitute a breach or violation of, or a default under, the Certificate charter and bylaws of Incorporation, Bylaws or similar governing documents of Company, Company Bank, or any of their respective SubsidiariesSMBK, (ii2) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree decree, or injunction applicable to Company SMBK or any of its Subsidiaries, or any of their respective properties or assets, (iii3) conflict withviolate, result in a breach or violation of any provision of, of or the loss of any benefit under, or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the creation termination of any Lien under, result in or a right of termination or cancellation under, accelerate the acceleration performance required by, or result in the creation of any right Lien upon any of the respective properties or obligation assets of SMBK or any of its Subsidiaries under, any permitof the terms, license, credit agreement, indenture, loan, conditions or provisions of any note, bond, mortgage, reciprocal easement agreementindenture, deed of trust, license, lease, instrument, concession, contract, franchiseagreement, agreement or other instrument or obligation of Company to which SMBK or any of its Subsidiaries is a party, or to by which Company they or any of its Subsidiaries, or their respective properties or assets is subject or may be bound, or (iv) require the consent or approval of any third party or Governmental Authority under any such Law, rule or regulation or any judgment, decree, order, permit, license, credit agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, contract, franchise, agreement or other instrument or obligation.

Regulatory Approvals; No Defaults. (a) No consents or approvals of, or waivers by, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by the Company or any of its Subsidiaries in connection with the execution, delivery or performance by - 23 - the Company and or the Company Bank of this Agreement and the Bank Merger Agreement, as applicable, or to consummate the Transactions and the other transactions contemplated by this Agreementhereby and thereby, except for (A) filings of applications or notices with, and consents, approvals or waivers by the FRBby, the FDIC (including with respect to the transfer of the FDIC Agreements to Buyer, if such agreements have not been terminated prior to the Closing Date)Federal Reserve Board, the Arkansas State Bank DepartmentOTS, the Georgia Department FDIC, the Massachusetts Bank Commissioner, the Depositors Insurance Fund, the Massachusetts Board and the MHPF, as required, (B) filings with the SEC and state securities authorities in connection with the issuance of Banking and FinanceParent Common Stock in the Merger, (C) the filing of the Articles of Merger and a Certificate of Merger with the Arkansas Secretary of State of the State of Delaware pursuant to the DGCL, (D) the approval of this Agreement by the holders of a majority of the outstanding shares of Company Common Stock and (E) such corporate approvals and such consents or approvals of, or waivers by, or filings or registrations with, certain of the Delaware Secretary foregoing federal and state banking agencies in connection with the Bank Merger. As of State, respectivelythe date hereof, the filing Company is not aware of the Articles of Bank Merger with the Arkansas State Bank Department, the Georgia Department of Banking and Finance and the Georgia Secretary of State, and the filing with the SEC of the Proxy Statement-Prospectus and the Registration Statement and declaration of effectiveness of the Registration Statement. Subject to the receipt of any reason why the approvals set forth above and referred to in Section 8.01(b) will not be received in a timely manner and without the preceding sentence and the Requisite Company Stockholder Approvalimposition of a condition, the execution, delivery and performance of this Agreement and the consummation restriction or requirement of the transactions contemplated hereby (including, without limitation, type described in Section 8.01(b) or that the Merger and requisite approval of the Bank Merger) by Company and Company Bank do not and Company's stockholders will not (i) constitute a breach or violation of, or a default under, the Certificate of Incorporation, Bylaws or similar governing documents of Company, Company Bank, or any of their respective Subsidiaries, (ii) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Company or any of its Subsidiaries, or any of their respective properties or assets, (iii) conflict with, result in a breach or violation of any provision of, or the loss of any benefit under, or a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the creation of any Lien under, result in a right of termination or the acceleration of any right or obligation under, any permit, license, credit agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, contract, franchise, agreement or other instrument or obligation of Company or any of its Subsidiaries or to which Company or any of its Subsidiaries, or their respective properties or assets is subject or bound, or (iv) require the consent or approval of any third party or Governmental Authority under any such Law, rule or regulation or any judgment, decree, order, permit, license, credit agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, contract, franchise, agreement or other instrument or obligationbe obtained.

Regulatory Approvals; No Defaults. (ai) No consents or approvals of, or waivers by, or notices to, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by Company PPBI or any of its Subsidiaries in connection with the execution, delivery or performance by Company and Company Bank PPBI of this Agreement and by Pacific Premier of the Bank Merger Agreement or to consummate the transactions contemplated by this AgreementTransaction, except for (A) filings of applications or notices with, and consents, approvals or waivers by the FRBby, the FDIC FRB and the DBO, as required, (including B) filings with respect to the transfer SEC and state securities authorities, as applicable, in connection with the issuance of PPBI Common Stock in the FDIC Agreements to BuyerMerger, if (C) approval of listing of such agreements have not been terminated prior to PPBI Common Stock on the Closing Date)Nasdaq, the Arkansas State Bank Department, the Georgia Department of Banking and Finance, (D) the filing of (1) the Articles of Merger and Certificate of Merger with the Arkansas Secretary of State of the State of Delaware pursuant to the DGCL and (2) the Bank Merger Agreement with the Secretary of State of the State of California and the Delaware Secretary of State, respectively, DBO pursuant to the filing CGCL and CFC. As of the Articles date hereof, PPBI is not aware of Bank Merger with any reason why the Arkansas State Bank Departmentapprovals set forth above and referred to in Section 7.01(b) will not be received in a timely manner and without the imposition of a condition, the Georgia Department of Banking and Finance and the Georgia Secretary of State, and the filing with the SEC restriction or requirement of the Proxy Statement-Prospectus and type described in Section 7.01(b). (ii) Subject to receipt, or the Registration Statement and declaration of effectiveness making, of the Registration Statement. Subject to the receipt of the approvals consents, approvals, waivers and filings referred to in the preceding sentence paragraph and expiration of the Requisite Company Stockholder Approvalrelated waiting periods, the execution, delivery and performance of this Agreement by PPBI and the Bank Merger Agreement by Pacific Premier and the consummation of the transactions contemplated hereby (including, without limitation, the Merger and the Bank Merger) by Company and Company Bank Transaction do not and will not (iA) constitute a breach or violation of, or a default under, or give rise to any Lien, any acceleration of remedies or any right of termination under, any law, code, ordinance, rule or regulation or any judgment, decree, injunction, order, governmental permit or license, or agreement, indenture or instrument of PPBI or of any of its Subsidiaries or to which PPBI or any of its Subsidiaries or any of their respective properties is subject or bound, (B) constitute a breach or violation of, or a default under, the Certificate articles of Incorporation, Bylaws incorporation or bylaws (or similar governing documents documents) of Company, Company Bank, PPBI or any of their respective Subsidiaries, its Subsidiaries or (iiC) violate require any statuteconsent or approval under any such law, code, ordinance, rule, regulation, judgment, orderdecree, writ, decree or injunction applicable to Company or any of its Subsidiaries, or any of their respective properties or assets, (iii) conflict with, result in a breach or violation of any provision of, or the loss of any benefit under, or a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the creation of any Lien under, result in a right of termination or the acceleration of any right or obligation under, any permit, license, credit agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, contract, franchise, agreement or other instrument or obligation of Company or any of its Subsidiaries or to which Company or any of its Subsidiaries, or their respective properties or assets is subject or bound, or (iv) require the consent or approval of any third party or Governmental Authority under any such Law, rule or regulation or any judgment, decreeinjunction, order, permit, governmental permit or license, credit agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, indenture or instrument, concession, contract, franchise, agreement or other instrument or obligation.

Regulatory Approvals; No Defaults. (ai) No consents or approvals of, or waivers by, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by Company Parent or any of its Subsidiaries in connection with the execution, delivery or performance by Company Parent and Company the Parent Bank of this Agreement and the Bank Merger Agreement, as applicable, or to consummate the transactions contemplated by this AgreementTransactions, except for (A) filings of applications or notices with, with and consents, approvals or waivers by the FRBFederal Reserve Board, the FDIC (including OCC, the Maine Superintendent, as required, with respect copies to the transfer Department of Justice and Federal Trade Commission pursuant to the exemption from filing under the Xxxx- Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 provided by 15 U.S.C.A. s. 18a(c)(7), (B) filings with the SEC and state securities authorities, as applicable, in connection with the submission of this Agreement for the approval of the FDIC Agreements to Buyerholders of Company Common Stock and the issuance of Parent Common Stock in the Merger, if such agreements have not been terminated prior to (C) application for, and the Closing Date)approval of, the Arkansas State Bank Departmentlisting on Nasdaq of the Parent Common Stock to be issued in the Merger, (D) the Georgia Department approval of Banking and Financethis Agreement by the holders of a majority of the outstanding shares of Parent Common Stock, (E) the filing of the Articles of Merger and Certificate of Merger with the Arkansas Secretary of State and the Delaware Secretary of State, respectively, the filing of the Articles State of Bank Merger Maine pursuant to the MBCA, and (F) such corporate approvals and such consents or approvals of, or waivers by, or filings or registrations with, certain of the foregoing federal and state banking agencies in connection with the Arkansas State Bank Department, the Georgia Department of Banking and Finance and the Georgia Secretary of State, and the filing with the SEC Merger. As of the Proxy Statement-Prospectus date hereof, Parent is not aware of any reason why the approvals set forth above and referred to in Section 7.01(b) will not be received in a timely manner and without the Registration Statement and declaration imposition of effectiveness a condition, restriction or requirement of the Registration Statementtype described in Section 7.01(b). (ii) Subject to receipt, or the receipt making, of the approvals consents, approvals, waivers and filings referred to in the preceding sentence paragraph and expiration of the Requisite Company Stockholder Approvalrelated waiting periods, the execution, delivery and performance of this Agreement and the Bank Merger Agreement by Parent and the Parent Bank, as applicable, and the consummation of the transactions contemplated hereby (including, without limitation, the Merger and the Bank Merger) by Company and Company Bank Transactions do not and will not (iA) constitute a breach or violation of, or a default under, or give rise to any Lien, any acceleration of remedies or any right of termination under, any law, rule or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument of Parent or of any of its Subsidiaries or to which Parent or any of its Subsidiaries or properties is subject or bound, (B) constitute a breach or violation of, or a default under, the Certificate articles of Incorporation, Bylaws incorporation or bylaws (or similar governing documents documents) of Company, Company Bank, Parent or any of their respective Subsidiaries, its Subsidiaries or (iiC) violate require any statute, code, ordinanceconsent or approval under any such law, rule, regulation, judgment, order, writ, decree or injunction applicable to Company or any of its Subsidiaries, or any of their respective properties or assets, (iii) conflict with, result in a breach or violation of any provision of, or the loss of any benefit under, or a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the creation of any Lien under, result in a right of termination or the acceleration of any right or obligation under, any permit, license, credit agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, contract, franchise, agreement or other instrument or obligation of Company or any of its Subsidiaries or to which Company or any of its Subsidiaries, or their respective properties or assets is subject or bound, or (iv) require the consent or approval of any third party or Governmental Authority under any such Law, rule or regulation or any judgment, decree, order, permit, governmental permit or license, credit agreement, indentureindenture or instrument. (g) Financial Reports and SEC Documents; Material Adverse Effect. (i) Parent's Annual Report on Form 10-K for the fiscal year ended December 31, loan2003 and all other reports, noteregistration statements, bonddefinitive proxy statements or information statements filed or to be filed by it subsequent to December 31, mortgage2001 under the Securities Act, reciprocal easement agreementor under Section 13(a), lease13(c), instrument14 or 15(d) of the Exchange Act in the form filed or to be filed (collectively, concession"SEC Documents") with the SEC, contractas of the date filed or to be filed, franchise(A) complied or will comply in all respects as to form with the applicable requirements under the Securities Act or the Exchange Act, agreement as the case may be and (B) did not and will not contain any untrue statement of a material fact or other instrument omit to state a material fact required to be stated therein or obligation.necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that information as of a later date shall be deemed to modify information as of an earlier date; and each of the balance sheets contained in or incorporated by reference into any such SEC Document (including the related notes and schedules thereto) fairly