Regulatory Approvals Required. The nature of the business and operations of Umpqua and each of the Umpqua Subsidiaries does not require any approval, authorization, consent, license, clearance or order of, any declaration or notification to, or any filing or registration with, any governmental or regulatory authority in order to permit any of them to perform their obligations under this Agreement, or to prevent the termination of any material right, privilege, license or agreement of Umpqua or any Umpqua Subsidiary, or any material loss or disadvantage to their business, as a result of consummation of the Holding Company Merger or the Bank Mergers, except for:
(a) approval from, or waiver of jurisdiction by, the Oregon Director, FDIC and California Commissioner of the Bank Mergers;
(b) approval from, or waiver of jurisdiction by, the FRB of the Holding Company Merger;
(c) filing of the Holding Company Plan of Merger and Articles of Merger with the Oregon Secretary of State and California Secretary of State;
(d) filing and effectiveness of a registration statement of which the Proxy Statement is a part, under the Securities Act;
(e) registration with, the issuance of permits from, or the perfection of exemptions from registration from applicable state blue sky administrators of the Umpqua Common Stock to be issued to WSB shareholders; and
(f) approval by the NASDAQ Stock Market of the listing application relating to the Umpqua Common Stock to be issued in connection with the Holding Company Merger. As of the date hereof, Umpqua has no Knowledge of any reason why the approvals set forth in this Section 5.12 and in Section 9.4 will not be received without the imposition of a condition, restriction or requirement of the type described in Section 9.4.
Regulatory Approvals Required. The nature of the business and operations of WSB and each of the WSB Banks does not require any approval, authorization, consent, license, clearance or order of, any declaration or notification to, or any filing or registration with, any governmental or regulatory authority in order to permit any of them to perform their obligations under this Agreement, or to prevent the termination of any material right, privilege, license or agreement of WSB or any of the WSB Banks, or any material loss or disadvantage to their business, as a result of consummation of the Holding Company Merger or Bank Mergers, except for:
(a) approval from, or waiver of jurisdiction by, the Oregon Director, FDIC and California Commissioner of the Bank Mergers;
(b) approval from, or waiver of jurisdiction by, the FRB of the Holding Company Merger;
(c) filing of the Holding Company Plan of Merger and Articles of Merger with the Oregon Secretary of State and California Secretary of State; and
(d) filing and effectiveness of a registration statement of which the Proxy Statement is a part, under the Securities Act. As of the date hereof, WSB has no Knowledge of any reason why the approvals set forth in this Section 4.14 and in Section 8.4 will not be received without the imposition of a condition, restriction or requirement of the type described in Section 8.4.
Regulatory Approvals Required. The nature of the business and operations of Colonial Bank does not require any approval, authorization, consent, license, clearance or order of, any declaration or notification to, or any filing or registration with, any governmental or regulatory authority in order to permit Colonial Bank to perform its obligations under this Plan, or to prevent the termination of any material right, privilege, license or agreement of Colonial Bank, or any material loss or disadvantage to its business, upon consummation of the Plan of Merger, except for:
Regulatory Approvals Required. No approval, authorization, consent, license, clearance or order of, any declaration or notification to, or filing or registration with, any governmental or regulatory authority is required in order to permit VRB to perform its obligations under this Plan of Merger except for:
(a) Approval of the Plan of Merger by the Oregon Director;
(b) Approval of the Plan of Merger by the FDIC; and
Regulatory Approvals Required. Other than as contemplated by Sections 4.4 and 4.5 below, the nature of the business and operations of IMPCO does not require any approval, authorization, consent, license, clearance or order of, any declaration or notification to, or any filing or registration with, any governmental or regulatory authority in order to permit IMPCO to perform its obligations under this Agreement, or to prevent the termination of any material right, privilege, license or agreement of IMPCO, or any material loss or disadvantage to its business, upon consummation of the transactions contemplated hereby.
Regulatory Approvals Required. Other than as contemplated by Section 4.5, the nature of the business and operations of BRC does not require any approval, authorization, consent, license, clearance or order of, any declaration or notification to, or any filing or registration with, any Governmental Entity in order to permit BRC to perform its obligations under this Agreement, or to prevent the termination of any material right, privilege, license or agreement of BRC, or any material loss or disadvantage to its business, upon consummation of the transactions contemplated hereby.
Regulatory Approvals Required. Except for (a) approval of the Bank Merger by the FDIC, the Oregon Director and the Idaho Director, (b) approval of, or waiver of jurisdiction by, the FRB of the Merger, and (c) any filings under the HSR Act in connection with the Merger, neither Cascade nor any of its Subsidiaries is required to obtain any approval, authorization, consent, license, clearance or order of, any declaration or notification to, or make any filing or registration with, any Governmental Entity in order to permit Cascade to perform its obligations under this Agreement, or to prevent the termination of any material right, privilege, license or agreement of Cascade or any of its Subsidiaries, or any material loss or disadvantage to its business, upon consummation of the Mergers. Cascade has no reason to believe that any facts or circumstances relating to the business, financial condition, assets, results of operations or prospects of Cascade and its Subsidiaries are likely to cause the approvals of Governmental Entities required for the consummation of the transactions contemplated by this Agreement not to be obtained in a timely fashion.
Regulatory Approvals Required. Except for (a) approval of the Bank Merger by the FDIC, the Oregon Director and the Idaho Director, (b) approval of, or waiver of jurisdiction by, the FRB of the Merger, (c) approval for the Bolger Shareholder and the Trust to acquire the Merger Shares by the FRX xx xny other Governmental Entity and, in the case of the Trust, to become a bank holding company under the BHC Act, and (d) any filings under the HSR Act in connection with the Merger, neither F&M nor F&M Bank is required to obtain any approval, authorization, consent, license, clearance or order of, any declaration or notification to, or make any filing or registration with, any Governmental Entity in order to permit F&M to perform its obligations under this Agreement, or to prevent the termination of any material right, privilege, license or agreement of F&M or F&M Bank, or any material loss or disadvantage to its business, upon consummation of the Mergers.
Regulatory Approvals Required. 6 Section 3.7 Compliance with Lending Laws and Regulations..............7 Section 3.8 Absence of Certain Changes or Events......................9
Regulatory Approvals Required. 17 Section 4.7 Compliance with Lending Laws and Regulations.............17 Section 4.8 Absence of Certain Changes or Events.....................19 Section 4.9 Financial Statements; Absence of Undisclosed Liabilities..............................................19 Section 4.10 Permits..................................................20 Section 4.11 Litigation...............................................21 Section 4.12 Contracts................................................21 Section 4.13 Employee Benefit Plans; ERISA............................21 Section 4.14 Taxes....................................................23 Section 4.15 Labor and Employment Matters.............................23 Section 4.16 Real Property and Assets.................................24
