Common use of Regulatory Filings and Approvals Clause in Contracts

Regulatory Filings and Approvals. Except for (a) the filing of any required applications, filings or notices with the Board of Governors of the Federal Reserve System (the “Federal Reserve”), the FDIC and the DBO, and approval of or non-objection to such applications, filings and notices (the “Regulatory Approvals”), (b) compliance with any applicable requirements of the Exchange Act and the Securities Act, including the filing with the Securities and Exchange Commission (the “SEC”) of the Joint Proxy/Consent Statement and Form S-4, (c) the filing of the Agreement of Merger and the Agreement of Bank Merger with the Secretary of State of the State of California pursuant to the CGCL and with the DBO pursuant to the CFC, (d) 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 HEOP Common Stock (if any) pursuant to this Agreement and (e) approval of listing of such HEOP Common Stock (if any) on the NASDAQ Global Market (the “NASDAQ”), no notices to, consents or approvals or non-objections of, waivers or authorizations by, or applications, filings or registrations with any Governmental Entity are required to be made or obtained by the Company or any of the Company Subsidiaries in connection with (i) the execution and delivery by the Company of this Agreement or (ii) the consummation of the transactions contemplated hereby. The Company knows of no reason why all Regulatory Approvals or any other approvals from any Governmental Entity required for the consummation of the transactions contemplated by this Agreement should not be obtained on a timely basis.

Regulatory Filings and Approvals. Except for (ai) the filing filings of any required applications, filings applications or notices with with, and approvals or waivers by, the Board of Governors of the Federal Reserve System (the “Federal ReserveFRB”), the FDIC and the DBO, and approval of or non-objection to such applications, filings and notices (the “Regulatory Approvals”), (bii) compliance with any applicable requirements of the Exchange Act and the Securities Act, including the filing with the Securities and Exchange Commission (the “SEC”) and declaration of effectiveness of a registration statement on Form S-4 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”) including the joint proxy statement/prospectus (the “Joint Proxy Statement/Prospectus”) relating to the meetings, including any adjournments or postponements thereof, of Focus shareholders and HCC shareholders to be held in connection with this Agreement and the Merger (the “Focus Meeting” and the “HCC Meeting,” as the case may be), (iii) approval of the Joint Proxy/Consent Statement and Form S-4listing on the NASDAQ Global Select Market (“NASDAQ”) of the HCC Common Stock to be issued in connection with the Merger, (civ) the Requisite Focus Vote and the Requisite HCC Vote, (v) the filing of the Agreement of Merger and the Agreement of Bank Merger with the Secretary of State of the State of California pursuant to the CGCL and with the DBO pursuant to the CFC, (dvi) such filings and approvals as are required to be made or obtained under the applicable state securities or “Blue Sky” laws of various states in connection with the issuance of the shares of HEOP HCC Common Stock (if any) pursuant to this Agreement and (e) approval of listing of such HEOP Common Stock (if any) on the NASDAQ Global Market (the “NASDAQ”)Agreement, no notices to, consents or approvals of or non-objections of, waivers or authorizations by, or applications, filings or registrations with any Governmental Entity Entity, or with any third party are required to be made or obtained by the Company or any of the Company Subsidiaries necessary in connection with with, (iA) the execution and delivery by the Company Focus of this Agreement or Agreement, (iiB) the consummation by Focus of the transactions contemplated hereby. The Company knows of no reason why all Regulatory Approvals Merger and the other Contemplated Transactions, or any other approvals from any Governmental Entity required for (C) the consummation execution and delivery by Focus of the transactions contemplated by this Agreement should not be obtained on a timely basisof Merger.

Regulatory Filings and Approvals. Except for (ai) the filing of any required applications, filings or notices with with, and approvals, non-objections or waivers by, the Board of Governors of the Federal Reserve System (the “Federal ReserveFRB”), the FDIC and the DBO, and approval of or non-objection to such applications, filings and notices (the “Regulatory Approvals”), (bii) compliance by HCC with any applicable requirements of the Securities Exchange Act of 1934, as amended (“Exchange Act”) and the Securities Act of 1933, as amended (“Securities Act”), including the filing with the Securities and Exchange Commission (the “SEC”) and declaration of effectiveness of a registration statement on Form S-4 under the Securities Act, (iii) filing by HCC for approval of the Joint Proxy/Consent Statement listing on the NASDAQ Global Market (“NASDAQ”) of the HCC Common Stock to be issued in connection with the Merger and Form S-4the delisting of Presidio Common Stock on the OTC Bulletin Board – Pink, (civ) the Requisite Presidio Vote, (v) the Requisite HCC Vote, (vi) the filing of the Merger Agreement of Merger and the Agreement of Bank Merger with the Secretary of State of the State of California pursuant to the CGCL and with the DBO pursuant to the CFC, CFC and (dvii) such filings and approvals as are required to be made or obtained under the applicable state securities or “Blue Sky” laws of various states in connection with the issuance of the shares of HEOP HCC Common Stock (if any) pursuant to this Agreement and (e) approval of listing of such HEOP Common Stock (if any) on the NASDAQ Global Market (the “NASDAQ”required), no notices to, consents or approvals of or non-objections of, waivers or authorizations by, or applications, filings or registrations with any Governmental Entity Entity, are required to be made or obtained by the Company or any of the Company Subsidiaries necessary in connection with (iA) the execution and delivery by the Company Presidio of this Agreement or (iiB) the consummation by Presidio of the transactions contemplated hereby. The Company knows Merger and the other Contemplated Transactions or (C) the execution and delivery by Presidio of no reason why all Regulatory Approvals or any other approvals from any Governmental Entity required for the Agreement and consummation of the transactions contemplated by this Agreement should not be obtained on a timely basisMerger.

Regulatory Filings and Approvals. Except for (ai) the filing filings of any required applications, filings applications or notices with with, and approvals or waivers by, the Board of Governors of the Federal Reserve System (the “Federal ReserveFRB”), the FDIC and the DBO, and approval of or non-objection to such applications, filings and notices (the “Regulatory Approvals”), (bii) compliance with any applicable requirements of the Exchange Act and the Securities Act, including the filing with the Securities and Exchange Commission (the “SEC”) and declaration of effectiveness of a registration statement on Form S-4 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”) including the proxy statement/prospectus (the “Proxy Statement/Prospectus”) relating to the meeting, including any adjournments or postponements thereof, of UAB shareholders to be held in connection with this Agreement and the Merger (the “UAB Meeting”), (iii) approval of the Joint Proxy/Consent Statement and Form S-4listing on the NASDAQ Global Select Market (“NASDAQ”) of the HCC Common Stock to be issued in connection with the Merger, (civ) the Requisite UAB Vote, (v) the filing of the Agreement of Merger and the Agreement of Bank Merger with the Secretary of State of the State of California pursuant to the CGCL and with the DBO pursuant to the CFC, (dvi) such filings and approvals as are required to be made or obtained under the applicable state securities or “Blue Sky” laws of various states in connection with the issuance of the shares of HEOP HCC Common Stock (if any) pursuant to this Agreement and (e) approval of listing of such HEOP Common Stock (if any) on the NASDAQ Global Market (the “NASDAQ”required), no notices to, consents or approvals of or non-objections of, waivers or authorizations by, or applications, filings or registrations with any Governmental Entity Entity, or with any third party are required to be made or obtained by the Company or any of the Company Subsidiaries necessary in connection with (iA) the execution and delivery by the Company UAB of this Agreement or Agreement, (iiB) the consummation by UAB of the transactions contemplated hereby. The Company knows of no reason why all Regulatory Approvals Merger and the other Contemplated Transactions, or any other approvals from any Governmental Entity required for (C) the consummation execution and delivery by UAB of the transactions contemplated by this Agreement should not be obtained on a timely basisof Merger.

Regulatory Filings and Approvals. Except for (a) the filing of any required applications, filings or notices with the Board of Governors of the Federal Reserve System (the “Federal Reserve”), the FDIC and the DBO, and approval of or non-objection to such applications, filings and notices (the “Regulatory Approvals”), (b) compliance with any applicable requirements of the Exchange Act and the Securities Act, including the filing with the Securities and Exchange Commission (the “SEC”) of the Joint Proxy/Consent Statement and Form S-4, (c) the filing of the Agreement of Merger and the Agreement of Bank Merger with the EXECUTION VERSION Secretary of State of the State of California pursuant to the CGCL and with the DBO pursuant to the CFC, (d) 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 HEOP Common Stock (if any) pursuant to this Agreement and (e) approval of listing of such HEOP Common Stock (if any) on the NASDAQ Global Market (the “NASDAQ”), no notices to, consents or approvals or non-objections of, waivers or authorizations by, or applications, filings or registrations with any Governmental Entity are required to be made or obtained by the Company or any of the Company Subsidiaries in connection with (i) the execution and delivery by the Company of this Agreement or (ii) the consummation of the transactions contemplated hereby. The Company knows of no reason why all Regulatory Approvals or any other approvals from any Governmental Entity required for the consummation of the transactions contemplated by this Agreement should not be obtained on a timely basis.

Regulatory Filings and Approvals. Except for (ai) the filing filings of any required applications, filings applications or notices with with, and approvals or waivers by, the Board of Governors of the Federal Reserve System (the “Federal ReserveFRB”), the FDIC and the DBO, and approval of or non-objection to such applications, filings and notices (the “Regulatory Approvals”), (bii) compliance with any applicable requirements of the Exchange Act and the Securities Act, including the filing with the Securities and Exchange Commission (the “SEC”) and declaration of effectiveness of a registration statement on Form S-4 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”) including the proxy statement/prospectus (the “Proxy Statement/Prospectus”) relating to the meeting, including any adjournments or postponements thereof, of Tri-Valley shareholders to be held in connection with this Agreement and the Merger (the “Tri-Valley Meeting”), (iii) approval of the Joint Proxy/Consent Statement and Form S-4listing on the NASDAQ Global Select Market (“NASDAQ”) of the HCC Common Stock to be issued in connection with the Merger, (civ) the Requisite Tri-Valley Vote, (v) the filing of the Agreement of Merger and the Agreement of Bank Merger with the Secretary of State of the State of California pursuant to the CGCL and with the DBO pursuant to the CFC, (dvi) such filings and approvals as are required to be made or obtained under the applicable state securities or “Blue Sky” laws of various states in connection with the issuance of the shares of HEOP HCC Common Stock (if any) pursuant to this Agreement and (e) approval of listing of such HEOP Common Stock (if any) on the NASDAQ Global Market (the “NASDAQ”required), no notices to, consents or approvals of or non-objections of, waivers or authorizations by, or applications, filings or registrations with any Governmental Entity Entity, or with any third party are required to be made or obtained by the Company or any of the Company Subsidiaries necessary in connection with (iA) the execution and delivery by the Company Tri-Valley of this Agreement or Agreement, (iiB) the consummation by Tri-Valley of the transactions contemplated hereby. The Company knows of no reason why all Regulatory Approvals Merger and the other Contemplated Transactions, or any other approvals from any Governmental Entity required for (C) the consummation execution and delivery by Tri-Valley of the transactions contemplated by this Agreement should not be obtained on a timely basisof Merger.