Common use of Regulatory Approvals; No Defaults Clause in Contracts

Regulatory Approvals; No Defaults. (i) No consents or approvals of, or waivers by, or filings or registrations with, any Regulatory Authority or with any third party are required to be made or obtained by FNB in connection with the execution, delivery or performance by FNB to consummate the Merger, except for (A) filings of applications or notices with and approvals or waivers by the OCC; and (B) the filing of documents with the OCC pursuant to the National Bank Act with respect to the Merger. FNB is not aware of any reason why the approvals set forth above and referred to in Section 7.1(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 7.1(b). (ii) Subject to receipt, or the making, of the consents, approvals, waivers and filings referred to in the preceding paragraph and the expiration of related waiting periods, the execution, delivery and performance of this Agreement by FNB and the consummation of the Merger do not and will not (A) except as set forth on Schedule 4.1(e), 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 FNB or any Affiliate of FNB or to which FNB or any Affiliate of FNB or any of their respective properties is subject or bound, (B) constitute a breach or violation of, or a default under, FNB’s Articles of Association or Bylaws, or any organizational document or agreement of FNB or (C) require any consent or approval under any such law, rule, regulation, judgment, decree, order, governmental permit or license, agreement, indenture or instrument of FNB or any Affiliate of FNB.

Regulatory Approvals; No Defaults. (ia) No consents or approvals of, or waivers by, or filings or registrations with, any Governmental Authority, Self-Regulatory Authority Organization or with any third party are required to be made or obtained by FNB FNBI or the Bank in connection with the execution, delivery or performance by FNB FNBI or the Bank of this Agreement, or to consummate the Merger, except for (A) filings of applications or notices of the Merger with and approvals or waivers by the OCC; , FDIC, Federal Reserve, Department, SEC and (B) NASD. As of the filing of documents with date hereof, neither FNBI nor the OCC pursuant to the National Bank Act with respect to the Merger. FNB is not aware of any reason why the approvals set forth above and referred of all Governmental Authorities necessary to in Section 7.1(b) permit consummation of the transactions contemplated hereby will not be received in a timely manner and without the imposition of a condition, restriction condition or requirement of the type described in Section 7.1(b7.01(b). (iib) Subject only to receipt, or the making, receipt of the consents, approvals, waivers and filings regulatory approvals referred to in the preceding paragraph Section 5.04(a) and the expiration of related applicable waiting periods, if any, the execution, delivery and performance of this Agreement by FNB and the consummation of the Merger transactions contemplated hereby do not and will not (A1) except as set forth on Schedule 4.1(e), 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 Contract of FNBI or instrument of FNB or any Affiliate of FNB the Bank or to which FNB FNBI or any Affiliate of FNB the Bank or any of their respective properties is are subject or bound, (B2) constitute a breach or violation of, or a default under, FNB’s the Articles of Incorporation or Bylaws of FNBI or the Articles of Association or BylawsBylaws of the Bank, or any organizational document or agreement of FNB or (C3) require any consent or approval under any such law, rule, regulation, judgment, decree, order, governmental permit or license, agreement, indenture license or instrument of FNB or any Affiliate of FNBContract.

Regulatory Approvals; No Defaults. (i) No consents or approvals of, or waivers by, or filings or registrations with, any Regulatory Governmental Authority or with any third party are required to be made or obtained by FNB Opus or any of its Subsidiaries in connection with the execution, delivery or performance by FNB Opus of this Agreement, the Bank Merger Agreement, or to consummate the MergerTransaction, except for (A) filings of applications or notices with notices, and articles of combination with, and approvals or waivers by by, the OCC; DFI, the FDIC, the Department and the FRB and (B) the filing of documents the articles of merger with the OCC Secretary of State of the State of Washington pursuant to the National Bank Act WBCA with respect to the Merger. FNB is not aware of any reason why the approvals set forth above and referred to in Section 7.1(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 7.1(b). (ii) Subject to receipt, or the making, of the consents, approvals, waivers and filings referred to in the preceding paragraph and the expiration of the related waiting periods, the execution, delivery and performance of this Agreement and the Bank Merger Agreement by FNB Opus, and the consummation of the Merger Transaction do not and will not (A) except as set forth on Schedule 4.1(e), 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 FNB or any Affiliate of FNB Opus or to which FNB or any Affiliate of FNB Opus or any of their respective its properties is subject or bound, (B) constitute a breach or violation of, or a default under, FNB’s Articles the articles of Association incorporation or Bylaws, or any organizational document or agreement bylaws of FNB Opus or (C) require any consent or approval under any such law, code, ordinance, rule, regulation, judgment, decree, injunction, order, governmental permit or license, agreement, indenture or instrument of FNB or any Affiliate of FNBinstrument.

Regulatory Approvals; No Defaults. (i) No consents or approvals of, or waivers by, or filings or registrations with, any Regulatory Governmental Authority or with any third party are required to be made or obtained by FNB LCNB or any of its Subsidiaries in connection with the execution, delivery or performance by FNB LCNB of this Agreement or to consummate the Merger, Merger except for (A) filings the filing of applications or notices applications, notices, and the Agreement to Merge, as applicable, with the federal and approvals or waivers state banking authorities to approve the transactions contemplated by the OCCthis Agreement; and (B) the filing of documents the Registration Statement, (C) BNB Shareholder Adoption, (D) the filing of the certificate of merger with the OCC OSS pursuant to the National Bank Act with respect to OGCL; and (E) receipt of the Merger. FNB approvals set forth in Section 7.01(b). (ii) As of the date hereof, LCNB is not aware of any reason why the approvals set forth above and referred to in Section 7.1(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 7.1(b7.01(b). . (iiiii) Subject to receipt, or the making, of the consents, approvals, waivers consents and filings referred to approvals noted in the preceding paragraph Section 5.03(n)(i) and the expiration of related regulatory waiting periods, the execution, delivery and performance of this Agreement by FNB and the consummation of the Merger transactions contemplated hereby do not and will not (A) except as set forth on Schedule 4.1(e), constitute result in 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 FNB LCNB or of any Affiliate of FNB its Subsidiaries or to which FNB or any Affiliate of FNB LCNB or any of their respective its Subsidiaries or properties is subject or bound, (B) constitute a breach or violation of, or a default under, FNB’s the LCNB Articles of Association or BylawsLCNB Regulations, or any organizational document or agreement of FNB or (C) require any consent or approval under any such law, rule, regulation, judgment, decree, order, governmental permit or license, agreement, indenture or instrument of FNB or any Affiliate of FNBinstrument.

Regulatory Approvals; No Defaults. (i) No consents or approvals of, or waivers by, or filings or registrations with, any Regulatory Governmental Authority or with any third party are required to be made or obtained by FNB Parent or any of its Subsidiaries in connection with the execution, delivery or performance by FNB Parent of this Agreement or to consummate the Merger, Merger except for (A) filings of applications or notices with with, and approvals or waivers by by, the OCC; Federal Reserve Board and the Office of the Comptroller of the Currency, as may be required, (B) filings with state securities authorities, if any, (C) the filing of documents the Articles of Merger with the OCC Secretary of State of the State of Illinois pursuant to the National Bank Act with respect to IBCA; and (D) receipt of the Mergerapprovals set forth in Section 7.01(b). FNB As of the date hereof, Parent is not aware of any reason why the approvals set forth above and referred to in Section 7.1(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 7.1(b7.01(b). (ii) Subject to receipt, or the making, satisfaction of the consents, approvals, waivers and filings requirements referred to in the preceding paragraph and the expiration of the related waiting periods, and required filings under federal and state securities laws, the execution, delivery and performance of this Agreement by FNB and the consummation of the Merger transactions contemplated hereby do not and will not (A) except as set forth on Schedule 4.1(e), 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 FNB Parent or of any Affiliate of FNB its Subsidiaries or to which FNB or any Affiliate of FNB Parent or any of their respective its Subsidiaries or properties is subject or bound, (B) constitute a breach or violation of, or a default under, FNB’s the Articles of Association Incorporation or Bylaws, Bylaws (or similar governing documents) of Parent or any organizational document or agreement of FNB its Subsidiaries, or (C) require any consent or approval under any such law, rule, regulation, judgment, decree, order, governmental permit or license, agreement, indenture or instrument of FNB or any Affiliate of FNBinstrument.

Regulatory Approvals; No Defaults. (i) No consents or approvals of, or waivers by, or filings or registrations with, any Regulatory Governmental Authority or with any third party are required to be made or obtained by FNB First Citizens, Merger Corp. or Citizens Bank in connection with the execution, delivery or performance by FNB to consummate First Citizens or Merger Corp. of this Agreement or the consummation of the transactions contemplated hereby, including the Merger and the Bank Merger, except for (A) filings the filing of applications or applications, notices and the Bank Merger Agreement, as applicable, with federal and approvals or waivers state banking authorities to approve the transactions contemplated by the OCC; and this Agreement, (B) the filing of documents the Certificate of Merger with the OCC OSS pursuant to the National Bank Act with respect to OGCL; and (C) the Mergerreceipt of the approvals set forth in Section 7.01(b). FNB As of the date hereof, neither First Citizens nor Merger Corp. is not aware of any reason why the approvals set forth above and referred to in Section 7.1(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 7.1(b7.01(b). (ii) Subject to receiptthe approvals set forth in Section 7.01(b), or the making, of the consents, approvals, waivers and filings referred to in the preceding paragraph and the expiration of related regulatory waiting periods, and any required filings under federal and state securities laws, the execution, delivery and performance of this Agreement by FNB and the consummation of the Merger transactions contemplated hereby do not and will not (A) except as set forth on Schedule 4.1(e), 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 FNB First Citizens or any Affiliate of FNB Merger Corp. or to which FNB First Citizens or any Affiliate of FNB Merger Corp. or any of their respective properties is subject or bound, (B) constitute a breach or violation of, or a default under, FNB’s the First Citizens Articles of Association or BylawsFirst Citizens Code, or any organizational document or agreement of FNB or (C) require any consent or approval under any such law, rule, regulation, judgment, decree, order, governmental permit or license, agreement, indenture or instrument of FNB or any Affiliate of FNBinstrument.

Regulatory Approvals; No Defaults. (ia) No consents or approvals of, or waivers by, or filings or registrations with, any Regulatory Authority or with any third party are required to be made or obtained by FNB PCB in connection with the execution, delivery or performance by FNB PCB of this Agreement or to consummate the Merger, Merger except for (Ai) filings of applications or notices with with, and approvals or waivers by by, the OCC; and (Bii) the filing of documents with the OCC pursuant to the National Bank Act with respect to the Merger. FNB , PCB is not aware of any reason why the approvals set forth above and referred to in Section 7.1(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 7.1(b). (iib) Subject to receipt, or the making, of the consents, approvals, waivers and filings referred to in the preceding paragraph and the expiration of related waiting periods, the execution, delivery and performance of this Agreement by FNB PCB and the consummation of the Merger do not and will not (A) except as set forth on Schedule 4.1(e)3.3, 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 FNB PCB or any Affiliate of FNB PCB or to which FNB PCB or any Affiliate of FNB PCB or any of their respective properties is subject or bound, (B) constitute a breach or violation of, or a default under, FNBPCB’s Articles of Association or Bylaws, or any organizational document or agreement of FNB PCB or (C) require any consent or approval under any such law, rule, regulation, judgment, decree, order, governmental permit or license, agreement, indenture or instrument of FNB PCB or any Affiliate of FNBPCB.

Regulatory Approvals; No Defaults. (i) No consents or approvals of, or waivers by, or filings or registrations with, any Regulatory Governmental Authority or with any third party are required to be made or obtained by FNB Parent, Nationwide Bank in connection with the execution, delivery or performance by FNB Parent or Nationwide Bank of this Agreement or to consummate the Merger, except for (A) filings of applications or notices with with, and approvals or waivers by by, the OCC; OTS and FDIC and (B) the filing the Certificate of documents Merger with the OCC pursuant to OTS. As of the National date of this Agreement, each of Parent and Nationwide Bank Act with respect to the Merger. FNB is not aware of any reason why the approvals set forth above and referred to in Section 7.1(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 7.1(b7.01(b). (ii) Subject to receipt, or the making, of the consents, approvals, waivers approvals and filings referred to in the preceding paragraph and the expiration of the related waiting periods, the execution, delivery and performance of this Agreement by FNB Parent and Nationwide Bank and the consummation of the Merger do not and will not (A) except as set forth on Schedule 4.1(e), 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 underunder Applicable Law, any law, rule or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument of FNB or any Affiliate of FNB Parent, Nationwide Bank or to which FNB or any Affiliate of FNB Parent, Nationwide Bank or any of their respective properties is subject or bound, (B) constitute a breach or violation of, or a default under, FNB’s Articles the charter, articles of Association incorporation or Bylawsbylaws (or similar governing documents) of Parent, or any organizational document or agreement of FNB Nationwide Bank or (C) require any consent or approval under any such law, rule, regulation, judgment, decree, order, governmental permit or licenseApplicable Law, agreement, indenture or instrument of FNB or any Affiliate of FNBinstrument.

Regulatory Approvals; No Defaults. (i) No consents or approvals of, or waivers by, or filings or registrations with, any Regulatory Governmental Authority or with any third party are required to be made or obtained by FNB Jefferson or any of its Subsidiaries in connection with the execution, delivery or performance by FNB Jefferson of this Agreement or to consummate the Merger, Merger except for (A) filings of applications applications, notices and the Agreement to Merge with, or notices with requests for approvals and approvals or waivers by the OCCfrom, as applicable, federal and state banking authorities and other Regulatory Authorities; and (B) receipt of the regulatory approvals set forth in Section 8.01(b); (C) filings with state and federal securities authorities; (D) the filing of documents the articles of merger with the OCC pursuant to Department of State of the National Bank Act with respect to State of Delaware; (E) the Merger. FNB is not aware expiration or termination of any reason why applicable waiting period under the approvals HSR Act; and (F) the third-party consents set forth above and referred to in on the Disclosure Schedule under Section 7.1(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 7.1(b6.03(f)(i). (ii) Subject to receipt, or the making, satisfaction of the consents, approvals, waivers and filings requirements referred to in the preceding paragraph and the expiration of the related waiting periods, and required filings under federal and state securities Laws, the execution, delivery and performance of this Agreement by FNB and the consummation of the Merger transactions contemplated hereby do not and will not (A) except as set forth on Schedule 4.1(e), 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, orderLaw, governmental permit or license, or agreement, indenture indenture, instrument or instrument material contract of FNB Jefferson or of any Affiliate of FNB its Subsidiaries or to which FNB or any Affiliate of FNB Jefferson or any of their respective its Subsidiaries or properties is subject or bound, (B) constitute a breach or violation of, or a default under, FNB’s the Articles of Association Incorporation or Bylaws, Bylaws (or similar governing documents) of Jefferson or any organizational document or agreement of FNB its Subsidiaries, or (C) require any consent or approval under any such law, rule, regulation, judgment, decree, orderLaw, governmental permit or license, agreement, indenture indenture, instrument or instrument of FNB or any Affiliate of FNBmaterial contract.

Regulatory Approvals; No Defaults. (i) No consents or approvals of, or waivers by, or filings or registrations with, any Regulatory Governmental Authority or with any third party are required to be made or obtained by FNB Xxxxx-Xxxxx or any of its Subsidiaries in connection with the execution, delivery or performance by FNB Xxxxx-Xxxxx or any of its Subsidiaries of this Plan or to consummate the Merger, Transactions except for (A) filings of applications or notices with and approvals or waivers by the OCC; and (Ba) the filing of documents applications and notices, as applicable, with federal and state banking authorities, receipt of approval thereof and expiration of related waiting periods; and (b) the filing of articles of share exchange and merger with the OCC SDAT pursuant to the National Bank Act with respect to MGCL. As of the Merger. FNB date hereof, Xxxxx-Xxxxx is not aware of any reason why the approvals set forth above and referred to in Section 7.1(b7.1(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 7.1(b7.1(B). (ii) Subject to receipt, or the making, receipt of the consents, approvals, waivers and filings regulatory approvals referred to in the preceding paragraph and the expiration of the related waiting periods, the execution, delivery and performance of this Agreement by FNB Plan and the consummation of the Merger Transactions do not and will not (Aa) except as set forth on Schedule 4.1(e), 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 Contract of Xxxxx-Xxxxx or instrument of FNB or any Affiliate of FNB its Subsidiaries or to which FNB or any Affiliate of FNB Xxxxx-Xxxxx or any of their respective its Subsidiaries or properties is subject or bound, (Bb) constitute a breach or violation of, or a default under, FNB’s Articles the articles of Association incorporation or Bylawsby-laws (or similar governing documents) of Xxxxx-Xxxxx or any of its Subsidiaries, or any organizational document or agreement of FNB or (Cc) require any consent or approval under any such law, rule, regulation, judgment, decree, order, governmental permit or license, agreement, indenture or instrument of FNB or any Affiliate of FNBContract.