Common use of Regulatory Approvals; No Violations Clause in Contracts

Regulatory Approvals; No Violations. (i) No consents, approvals, permits, authorizations of, or waivers by, or notices, reports, filings or registrations with, any Governmental Authority are required to be made or obtained by the Company in connection with the execution, delivery and performance by the Company of this Agreement or to consummate the Merger, the Bank Merger 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 and the CDBO, as may be required, (B) the filing with the SEC of the Prospectus/Proxy Statement and the Registration Statement and declaration of effectiveness of the Registration Statement, (C) the filing of the Certificate of Merger with the Delaware Secretary as described in Section 2.02, (D) the filing of the CA Agreement of Merger with the California Secretary as described in Section 2.02 and (E) the filing of the Bank Merger Certificates with the California Secretary and the CDBO as described in Section 5.19. As of the date hereof, the Company is not aware of any reason why the approvals set forth in this Section 4.02(f) and in Section 6.03(c) will not be received without the imposition of a condition, restriction or requirement of the type described in Section 6.03(c).

Regulatory Approvals; No Violations. (i) No consents, approvals, permits, authorizations of, or waivers by, or notices, reports, filings or registrations with, any Governmental Authority are required to be made or obtained by the Company Parent in connection with the execution, delivery and performance by the Company Parent of this Agreement or to consummate the Merger, the Bank Merger 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 and the CDBO, as may be required, (B) the filing with the SEC of the Prospectus/Proxy Statement and the Registration Statement and declaration of effectiveness of the Registration Statement, (C) the filing of the Certificate of Merger with the Delaware Secretary as described in Section 2.02, (D) the filing of the CA Agreement of Merger with the California Secretary as described in Section 2.02 and (E) the filing of the Bank Merger Certificates with the California Secretary and the CDBO as described in Section 5.19. As of the date hereof, the Company Parent is not aware of any reason why the approvals set forth in this Section 4.02(f4.03(e) and in Section 6.03(c) will not be received without the imposition of a condition, restriction or requirement of the type described in Section 6.03(c).

Regulatory Approvals; No Violations. (i) No consents, approvals, permits, authorizations of, or waivers by, or notices, reports, filings or registrations with, any Governmental Authority are required to be made or obtained by the Company Parent in connection with the execution, delivery and performance by the Company Parent of this Agreement or to consummate the Merger, the Bank Merger 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 Board and the CDBOOCC, as may be required, (B) the filing with the SEC of the Prospectus/Proxy Statement and the Registration Statement and declaration of effectiveness of the Registration Statement, (C) the filing of the Certificate Articles of Merger with the Delaware Secretary SDAT as described in Section 2.02, (D) the filing of the CA Agreement of Merger with the California Secretary as described in Section 2.02 and (E) the filing of the Bank Merger Certificates with the OCC, the California Secretary and the CDBO CDFPI as described in Section 5.19. As of the date hereof, the Company Parent is not aware of any reason why the approvals set forth in this Section 4.02(f4.03(e) and in Section 6.03(c) will not be received without the imposition of a condition, restriction or requirement of the type described in Section 6.03(c).

Regulatory Approvals; No Violations. (i) No consents, approvals, permits, authorizations consents or approvals of, or waivers by, or notices, reports, filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by the Company in connection with the execution, delivery and or performance by the Company of this Agreement or to consummate the Merger, the Bank Merger 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 FDIC, the OCC, the California Secretary, the Commissioner and the CDBOany other Regulatory Authority, as may be required, (B) the filing filings with the SEC of the Prospectus/Proxy Statement and the Registration Statement and declaration of effectiveness of the Registration Statementstate securities authorities, if any, (C) the filing approval of the Certificate principal terms of the Merger with contemplated by this Agreement by the Delaware Secretary as described in Section 2.02holders of a majority of the outstanding shares of the Company Common Stock, (D) the filing of the CA Agreement of Merger with the California Secretary as described in Section 2.02 pursuant to the CGCL and (E) the filing consents set forth in Schedule 5.03(k) of the Bank Merger Certificates with the California Secretary and the CDBO as described in Section 5.19Disclosure Schedule. As of the date hereof, the Company is not aware of any reason why the approvals set forth in this Section 4.02(f5.03(f) and in Section 6.03(c7.01(b) will not be received without the imposition of a condition, restriction or requirement of the type described in Section 6.03(c7.01(b).

Regulatory Approvals; No Violations. (i) No consents, approvals, permits, authorizations of, or waivers by, or notices, reports, filings or registrations with, any Governmental Authority are required to be made or obtained by the Company in connection with the execution, delivery and performance by the Company of this Agreement or to consummate the Merger, the Bank Merger and the other transactions contemplated hereby and thereby by this Agreement except for (A) filings of applications or notices with, and approvals or waivers by, the Federal Reserve Board, the FDIC and the CDBO, as may be requiredCDFI, (B) the filing filings with the SEC Federal Reserve Board or the FDIC, and state securities authorities and the approval of the Prospectus/Proxy Statement and principal terms of this Agreement by the Registration Statement and declaration holders of effectiveness a majority of the Registration Statement, outstanding shares of the Company Common Stock and (C) the filing of an executed agreement of merger substantially in the Certificate form of Merger with Exhibit B hereto (the Delaware Secretary as described in Section 2.02, (D) the filing of the CA “Agreement of Merger Merger”) with the California Secretary as described in Section 2.02 and (E) pursuant to the filing of the Bank Merger Certificates with the California Secretary and the CDBO as described in Section 5.19CCC. As of the date hereof, the Company is not aware of any reason why the approvals set forth in this Section 4.02(f5.02(f) and in Section 6.03(c7.01(b) will not be received in a timely manner without the imposition of a condition, restriction or requirement of the type described in Section 6.03(c7.01(b).

Regulatory Approvals; No Violations. (i) No consents, approvals, permits, authorizations of, or waivers by, or notices, reports, filings or registrations with, any Governmental Authority are required to be made or obtained by the Company in connection with the execution, delivery and performance by the Company of this Agreement or to consummate the Merger, the Bank Merger 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 Board and the CDBOOCC, as may be required, (B) the filing with the SEC of the Prospectus/Proxy Statement and the Registration Statement and declaration of effectiveness of the Registration Statement, (C) the filing of the Certificate Articles of Merger with the Delaware Secretary SDAT as described in Section 2.02, (D) the filing of the CA Agreement of Merger with the California Secretary as described in Section 2.02 and (E) the filing of the Bank Merger Certificates with the OCC, the California Secretary and the CDBO CDFPI as described in Section 5.19. As of the date hereof, the Company is not aware of any reason why the approvals set forth in this Section 4.02(f) and in Section 6.03(c) will not be received without the imposition of a condition, restriction or requirement of the type described in Section 6.03(c).