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 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 or the Company Bank of this Agreement and the Bank Merger Agreement, as applicable, or to consummate the Transactions and the other transactions contemplated hereby and thereby, except for (A) filings of applications or notices with, and approvals or waivers by, the Federal Reserve Board, the FDIC, the Massachusetts Bank Commissioner, the Massachusetts Co-operative Central Bank, the Massachusetts Board and the MHPF, as required, (B) filings with the SEC and state securities authorities in connection with the issuance of Parent Common Stock in the Merger and the solicitation of proxies from the Company’s shareholders for approval of the Merger, (C) the filing of Articles of Merger with the Secretary of State of the Commonwealth of Massachusetts pursuant to the MBCL, (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 foregoing federal and state banking agencies in connection with the Bank Merger. As of the date hereof, the Company is not aware 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 imposition of a condition, restriction or requirement of the type described in Section 8.01(b) or that the requisite approval of the Company’s stockholders will not be obtained.

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 Parent, Merger Sub or any of its Parent’s Subsidiaries in connection with the execution, delivery or performance by Parent, Merger Sub and the Company or the Company Parent Bank of this Agreement and the Bank Merger Agreement, as applicable, or to consummate the Transactions and the other transactions contemplated hereby and thereby, except for (A) filings of applications or notices with, with and approvals or waivers by, by the Federal Reserve Board, the FDIC, the Massachusetts Bank Commissioner, the Massachusetts Co-operative Central Bank, the Share Insurance Fund of Massachusetts, the Massachusetts Board and the MHPF, as required, (B) filings with the SEC and state securities authorities in connection with the issuance of Parent Common Stock in the Merger and Merger, (C) the solicitation of proxies from the Company’s shareholders for approval of the listing on NASDAQ of the Parent Common Stock to be issued in the Merger, (CD) the filing of Articles of Merger with the Secretary of State of the Commonwealth of Massachusetts pursuant to the MBCL, (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 foregoing federal and state banking agencies in connection with the Bank Merger. As of the date hereof, the Company neither Parent nor Merger Sub is not aware 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 imposition of a condition, restriction or requirement of the type described in Section 8.01(b) or that the requisite approval of the Company’s stockholders will not be obtained).

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 the Company or the Company Bank of this Agreement and the Bank Merger Agreement, as applicable, or to consummate the Transactions and the other transactions contemplated hereby and thereby, except for (A) filings of applications or notices with, and approvals or waivers by, the Federal Reserve Board, the FDIC, the Massachusetts Bank Commissioner, the Massachusetts Co-operative Central BankDepositors Insurance Fund of Massachusetts, the Massachusetts Board and the MHPF, as required, (B) filings with the SEC and state securities authorities in connection with the issuance of Parent Common Stock in the Merger and the solicitation of proxies from the Company’s 's shareholders for approval of the Merger, (C) the filing of Articles of Merger with the Secretary of State of the Commonwealth of Massachusetts pursuant to the MBCL, (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 foregoing federal and state banking agencies in connection with the Bank Merger. As of the date hereof, the Company is not aware 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 imposition of a condition, restriction or requirement of the type described in Section 8.01(b) or that the requisite approval of the Company’s 's stockholders will not be obtained.

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 Slippery Rock or any of its Subsidiaries in connection with the execution, delivery or performance by the Company or the Company Slippery Rock and Slippery Rock Bank of this Agreement and the Bank Merger Agreement, as applicablerespectively, or to consummate the Transactions Transaction, except as set forth in Schedule 5.03(f) of the Slippery Rock Disclosure Schedule and the other transactions contemplated hereby and thereby, except for (A) filings of applications or notices with, and approvals or waivers by, the OCC, FDIC and/or Federal Reserve Board, the FDIC, the Massachusetts Bank Commissioner, the Massachusetts Co-operative Central Bank, the Massachusetts Board and the MHPF, as required, (B) filings with the SEC and state securities authorities authorities, as applicable, in connection with the issuance submission of this Agreement for the approval of the holders of Slippery Rock Common Stock and the registration of Parent Common Stock issuable in the Merger and the solicitation of proxies from the Company’s shareholders for approval of the Merger, (C) the filing of Articles of Merger with the Secretary of State of the Commonwealth of Massachusetts Pennsylvania pursuant to the MBCL, PBCL and the Secretary of State of the State of Florida pursuant to the FLBC with respect to the Merger and (D) the approval of this Agreement by the holders of a majority 75% of the outstanding shares of Company Slippery Rock Common Stock and (E) 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 Bank MergerStock. As of the date hereof, the Company Slippery Rock is not aware of any reason why the approvals set forth above and referred to in Section 8.01(b7.01(b) will not be received in a timely manner and without the imposition of a condition, restriction or requirement of the type described in Section 8.01(b) or that the requisite approval of the Company’s stockholders will not be obtained7.01(b).

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 Xxxxxxxxxxx in connection with the execution, delivery or performance by the Company or the Company Bank Westborough parties of this Agreement and or the Bank Merger Agreement, as applicable, or to consummate the Transactions and the other transactions contemplated hereby and thereby, except for (A) filings of applications or notices with, and approvals or waivers by, the Federal Reserve Board, the FDIC, the Massachusetts Bank Commissioner, the Massachusetts Co-operative Central BankDepositors Insurance Fund of Massachusetts, the Massachusetts Board and the MHPF, as required, (B) filings with the SEC and state securities authorities in connection with the issuance of Parent Common Stock in the Merger and the solicitation of proxies from the Company’s Westborough Financial's shareholders for approval of the Mid-Tier Merger, (C) the filing of Articles of Merger with the Secretary of State of the The Commonwealth of Massachusetts pursuant to the MBCLMBCA, (D) the approval of this Agreement by the holders of a majority two-thirds of the outstanding shares of Company Westborough Financial Common Stock Stock, and (E) 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 MHC Merger and the Bank Merger. As of the date hereofof this Agreement, the Company Westborough is not aware of any reason why the approvals set forth above and referred to in Section 8.01(b8.1(c) will not be received in a timely manner and without the imposition of a condition, restriction or requirement of the type described in Section 8.01(b) 8.1(c), or that the requisite approval of the Company’s stockholders Westborough Financial's shareholders will not be obtained.

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 Parent, Merger Sub or any of its Parent's Subsidiaries in connection with the execution, delivery or performance by Parent, Merger Sub and the Company or the Company Parent Bank of this Agreement and the Bank Merger 48 Agreement, as applicable, or to consummate the Transactions and the other transactions contemplated hereby and thereby, except for (A) filings of applications or notices with, with and approvals or waivers by, by the Federal Reserve Board, the FDIC, the Massachusetts Bank Commissioner, the Massachusetts Co-operative Central BankDepositors Insurance Fund of Massachusetts, the Massachusetts Board and the MHPF, as required, (B) filings with the SEC and state securities authorities in connection with the issuance of Parent Common Stock in the Merger and Merger, (C) the solicitation of proxies from the Company’s shareholders for approval of the listing on Nasdaq of the Parent Common Stock to be issued in the Merger, (CD) the filing of Articles of Merger with the Secretary of State of the Commonwealth of Massachusetts pursuant to the MBCL, (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 foregoing federal and state banking agencies in connection with the Bank Merger. As of the date hereof, the Company neither Parent nor Merger Sub is not aware 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 imposition of a condition, restriction or requirement of the type described in Section 8.01(b) or that the requisite approval of the Company’s stockholders will not be obtained).

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 Parent, Merger Sub or any of its Parent's Subsidiaries in connection with the execution, delivery or performance by Parent, Merger Sub and the Company or the Company Parent Bank of this Agreement and the Bank Merger Agreement, as applicable, or to consummate the Transactions and the other transactions contemplated hereby and thereby, except for (A) filings of applications or notices with, with and approvals or waivers by, by the Federal Reserve Board, the OTS, the FDIC, the Massachusetts Bank Commissioner, the Massachusetts Co-operative Central BankDepositors 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 Parent Common Stock in the Merger and the solicitation of proxies from the Company’s shareholders for approval of the Merger, (C) the approval of the listing on Nasdaq of the Parent Common Stock to be issued in the Merger, (D) the filing of Articles a Certificate of Merger with the Secretary of State of the Commonwealth State of Massachusetts Delaware pursuant to the MBCLDGCL, (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 foregoing federal and state banking agencies in connection with the Bank Merger. As of the date hereof, the Company neither Parent nor Merger Sub is not aware 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 imposition of a condition, restriction or requirement of the type described in Section 8.01(b) or that the requisite approval of the Company’s stockholders will not be obtained).

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 Parent or any of its Subsidiaries in connection with the execution, delivery or performance by Parent and the Company or the Company Parent Bank of this Agreement, the Bank Merger Agreement and the Bank Merger Stock Option Agreement, as applicable, or to consummate the Transactions and the other transactions contemplated hereby and thereby, except for (A) filings of applications or notices with, with and approvals or waivers by, by the Federal Reserve Board, the FDICOCC, the Massachusetts Bank Commissioner, the Massachusetts Co-operative Central BankDepositors Insurance Fund, the Maine Superintendent, the Massachusetts Board and the MHPF, as required, (B) filings with the SEC and state securities authorities in connection with the issuance of Parent Common Stock in the Merger and Merger, (C) the solicitation of proxies from the Company’s shareholders for approval of the listing on Nasdaq of the Parent Common Stock to be issued in the Merger, (CD) the filing of Articles of Merger with the Secretary of State of the State of Maine pursuant to the MBCA and the Secretary of State of the Commonwealth of Massachusetts pursuant to the MBCL, (D) the approval of this Agreement by the holders of a majority of the outstanding shares of Company Common Stock MBCL and (E) 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 Bank Merger. As of the date hereof, the Company Parent is not aware of any reason why the approvals set forth above and referred to in Section 8.01(b7.01(b) will not be received in a timely manner and without the imposition of a condition, restriction or requirement of the type described in Section 8.01(b) or that the requisite approval of the Company’s stockholders will not be obtained7.01(b).

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 Parent or any of its Subsidiaries in connection with the execution, delivery or performance by Parent and the Company or the Company Parent Bank of this Agreement and the Bank Merger Agreement, as applicable, or to consummate the Transactions and the other transactions contemplated hereby and therebyTransactions, except for (A) filings of applications or notices with, with and approvals or waivers by, by the Federal Reserve Board, the FDICOCC, the Massachusetts Bank Commissioner, the Massachusetts Co-operative Central BankDepositors Insurance Fund, the Maine Superintendent, the Massachusetts Board and the MHPF, as required, (B) filings with the SEC and state securities authorities authorities, as applicable, in connection with the submission of this Agreement for the approval of the holders of Company Common Stock and the issuance of Parent Common Stock in the Merger and Merger, (C) the solicitation of proxies from the Company’s shareholders for approval of the listing on Nasdaq of the Parent Common Stock to be issued in the Merger, (CD) the filing of Articles of Merger with the Secretary of State of the State of Maine pursuant to the MBCA and the Secretary of State of The Commonwealth of Massachusetts pursuant to the MBCL, (D) the approval of this Agreement by the holders of a majority of the outstanding shares of Company Common Stock MBCL and (E) 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 Bank Merger. As of the date hereof, the Company Parent is not aware of any reason why the approvals set forth above and referred to in Section 8.01(b7.01(b) will not be received in a timely manner and without the imposition of a condition, restriction or requirement of the type described in Section 8.01(b) or that the requisite approval of the Company’s stockholders will not be obtained7.01(b).

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 the Company or any of its Subsidiaries FAB in connection with the execution, delivery or performance by the Company or the Company Bank FAB of this Agreement and the Bank Merger Agreement, as applicable, or to consummate the Transactions Transaction, except as set forth in Section 5.03(f)(i) of FAB’s Disclosure Schedule and the other transactions contemplated hereby and thereby, except for (A) filings of applications or notices with, and approvals or waivers by, the Federal Reserve BoardFRB, the FDICDFI, the Massachusetts Bank Commissioner, the Massachusetts Co-operative Central Bank, the Massachusetts Board and the MHPFTDB, as required, (B) filings with the SEC and state securities authorities authorities, as applicable, in connection with the issuance of Parent PPBI Common Stock in the Merger and the solicitation of proxies from the Company’s shareholders for approval of the Merger, (C) approval of listing of such PPBI Common Stock on the filing of Articles of Merger with the Secretary of State of the Commonwealth of Massachusetts pursuant to the MBCLNasdaq, (D) the filing of (1) the Certificate of Merger with the Texas Secretary of State and the TDB pursuant to the TBOC and TFC and (2) the Agreement and Plan of Merger and Liquidation with the California Secretary of State and the DFI pursuant to the CGCL and CFC, (E) the approval of this Agreement, including the Agreement and Plan of Merger, by the holders of a majority of the outstanding shares of Company FAB Common Stock and (EF) such corporate approvals and such consents or approvals of, or waivers by, or filings or registrations with, certain the notice to the holders of FAB Common Stock pursuant to the requirements of Section 10.355 of the foregoing federal and state banking agencies in connection with the Bank MergerTBOC. As of the date hereof, the Company FAB is not aware of any reason why the approvals set forth above and referred to in Section 8.01(b7.01(b) will not be received in a timely manner and without the imposition of a condition, restriction or requirement of the type described in Section 8.01(b) or that the requisite approval of the Company’s stockholders will not be obtained7.01(b).

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 Parent or any of its Subsidiaries in connection with the execution, delivery or performance by Parent and the Company or the Company Parent Massachusetts Bank of this Agreement and Agreement, the Bank Merger Agreements and the Stock Option Agreement, as applicable, or to consummate the Transactions and the other transactions contemplated hereby and thereby, except for (A) filings of applications or notices with, with and approvals or waivers by, by the Federal Reserve Board, the FDIC, the OCC, the Massachusetts Bank Commissioner, the Massachusetts Co-operative Central BankDepositors Insurance Fund, the Maine Superintendent, the Massachusetts Board and the MHPF, as required, (B) filings with the SEC and state securities authorities in connection with the issuance of Parent Common Stock in the Merger and Merger, (C) the solicitation of proxies from the Company’s shareholders for approval of the listing on Nasdaq of the Parent Common Stock to be issued in the Merger, (CD) the filing of Articles of Merger with the Secretary of State of the Commonwealth State of Massachusetts Maine pursuant to the MBCL, (D) MBCA and a Certificate of Merger with the approval Secretary of this Agreement by the holders of a majority State of the outstanding shares State of Company Common Stock Delaware pursuant to the DGCL and (E) 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 Bank MergerMergers. As of the date hereof, the Company Parent is not aware of any reason why the approvals set forth above and referred to in Section 8.01(b7.01(b) will not be received in a timely manner and without the imposition of a condition, restriction or requirement of the type described in Section 8.01(b) or that the requisite approval of the Company’s stockholders will not be obtained7.01(b).

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 Bancorp or any of its Subsidiaries in connection with the execution, delivery or performance by the Company Bancorp or the Company Bancorp Bank of this Agreement and the Bank Merger Agreementother Transaction Documents to which it is or will be a party, as applicable, or to consummate the Transactions and the other transactions contemplated hereby and thereby, except for (A) filings of applications or notices with, and approvals or waivers by, the Federal Reserve Board, the FDIC, the Massachusetts Bank Commissioner, the Massachusetts Depositors Insurance Fund of Massachusetts, the Co-operative Central Bank, the Massachusetts Board Bank and the MHPF, as required, (B) filings with the Massachusetts Bank Commissioner, the FDIC and the SEC and state securities authorities in connection with the Conversion and the issuance of Parent Bancorp Common Stock in the Merger Conversion and the solicitation of proxies from the Company’s shareholders for approval of in the Merger, (C) the filing of Amended and Restated Articles of Organization and Articles of Merger with the Secretary of State of the Commonwealth of Massachusetts pursuant to the MBCLMassachusetts, (D) the approval of the Conversion and this Agreement by the holders of a majority of the outstanding shares of Company Common Stock Bancorp Corporators and (E) 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 Bank Conversion or the Merger. As of the date hereof, the Company Bancorp is not aware of any reason why the approvals set forth above and or referred to in Section 8.01(b8.1(c) will not be received in a timely manner and without the imposition of a condition, restriction or requirement of the type described in Section 8.01(b8.1(c) or that the requisite approval of the Company’s stockholders Bancorp's Corporators will not be obtained.