Common use of Regulatory Filings; No Defaults Clause in Contracts

Regulatory Filings; No Defaults. (i) No consents or approvals of, or filings or registrations with, any Governmental Authority are required to be made or obtained by St. Paul xx any of its Subsidiaries in connection with the execution, delivery or performance by St. Paul xx this Agreement or the Stock Option Agreement or the consummation of the Company Merger or the Bank Merger except for (A) filings of applications or notices with Regulatory Authorities, (B) filings with the SEC and state securities authorities, and (C) the filing of (and endorsement of, if required) certificates of merger and articles of combination with the Delaware Secretary, the Administrator and the OTS. As of the date hereof, St. Paul xx not aware of any reason why the approvals set forth in Section 7.01(b) will not be received in a timely manner without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b). (ii) Subject to receipt from Regulatory Authorities of the regulatory approvals referred to in the preceding paragraph, and expiration of related waiting periods, and required filings under federal and state securities laws, the execution, delivery and performance of this Agreement (other than the Bank Merger) and the Stock Option Agreement and the consummation of the Company Merger and the exercise of rights under the Stock Option Agreement do not and will not (A) 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, license, indenture or instrument of St. Paul xx of any of its Subsidiaries or to which St. Paul xx any of its Subsidiaries or properties is subject or bound, (B) constitute a breach or violation of, or a default under, the St. Paul Certificate or the St. Paul XxXaws, (C) require any consent or approval under any such law, rule, regulation, judgment, decree, order, governmental permit or license, agreement, license, indenture or instrument or (D) result in any penalty payment relating to borrowed funds, advances or financial instruments; subject in the case of subparts A-C hereof to breaches, violations, defaults or rights of termination arising out of the consummation of the Company Merger that would not have a Material Adverse Effect, individually or in the aggregate, on St. Paul xxx the St. Paul Xxxsidiaries taken as a whole; and provided real property leases to which St. Paul xx the successor in interest by virtue of the merger of Bevexxx Xxxcorporation, with and into St. Paul (xxe "Bevexxx Leases") shall not be taken into account, individually or in the aggregate, in determining whether the representations in this Section 5.03(f)(ii) have been breached.

Regulatory Filings; No Defaults. (i) No consents or approvals of, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by St. Paul xx ALBANK or any of its Subsidiaries in connection with the execution, delivery or performance by St. Paul xx ALBANK of this Agreement or the Stock Option Agreement or the consummation of to consummate the Company Merger or the Bank Merger Mergers except for (A) filings of applications or notices with Regulatory Authoritiesfederal and New York banking and thrift authorities, (B) filings with the SEC and state securities authorities, and (C) the filing of (and endorsement of, if required) certificates of merger and articles of combination with the Delaware Secretary, the Administrator Administrator, the New York State Banking Department and the OTS. As of the date hereof, St. Paul xx ALBANK is not aware of any reason why the approvals set forth in Section 7.01(b) will not be received in a timely manner without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b). (ii) Subject to receipt from Regulatory Authorities of the regulatory approvals referred to in the preceding paragraph, and expiration of related waiting periods, and required filings under federal and state securities laws, the execution, delivery and performance of this Agreement (other than the Bank Merger) and the Stock Option Agreement and the consummation of the Company Merger transactions contemplated hereby and the exercise of rights under the Stock Option Agreement thereby do not and will not (A) 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 material agreement, license, indenture or instrument of St. Paul xx ALBANK or of any of its Subsidiaries or to which St. Paul xx ALBANK or any of its Subsidiaries or properties is subject or bound, (B) constitute a breach or violation of, or a default under, the St. Paul ALBANK Certificate or the St. Paul XxXawsALBANK By-Laws, or (C) require any consent or approval under any such law, rule, regulation, judgment, decree, order, governmental permit or license, material agreement, license, indenture or instrument or (D) result in any penalty payment relating to borrowed funds, advances or financial instruments; subject in the case of subparts A-C hereof to breaches, violations, defaults or rights of termination arising out of the consummation of the Company Merger that would not have a Material Adverse Effect, individually or in the aggregate, on St. Paul xxx the St. Paul Xxxsidiaries taken as a whole; and provided real property leases to which St. Paul xx the successor in interest by virtue of the merger of Bevexxx Xxxcorporation, with and into St. Paul (xxe "Bevexxx Leases") shall not be taken into account, individually or in the aggregate, in determining whether the representations in this Section 5.03(f)(ii) have been breachedinstrument.

Regulatory Filings; No Defaults. (i) No consents or approvals of, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by St. Paul xx COFI or any of its Subsidiaries in connection with the execution, delivery or performance by St. Paul xx COFI or Charter Michigan of this Agreement or the Stock Option Agreement or the consummation of the Company Merger or the Bank Merger except for (A) the filings of applications or notices with Regulatory Authorities, referred to in Section 5.03(f)(i); (B) such filings as are required to be made or approvals as are required to be obtained under the securities or "Blue Sky" laws of various states in connection with the SEC and state securities authorities, issuance of COFI Common Stock in the Company Merger; and (C) receipt of the filing of (and endorsement of, if required) certificates of merger and articles of combination with the Delaware Secretary, the Administrator and the OTSapprovals set forth in Section 7.01(b). As of the date hereof, St. Paul xx COFI is not aware of any reason why the approvals set forth in Section 7.01(b) will not be received in a timely manner without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b). (ii) Subject to receipt from Regulatory Authorities the satisfaction of the regulatory approvals requirements referred to in the preceding paragraph, and expiration of the related waiting periods, and required filings under federal and state securities laws, the execution, delivery and performance of this Agreement (other than the Bank Merger) and the Stock Option Agreement and the consummation of the Company Merger and the exercise of rights under the Stock Option Agreement do not and will not (A) 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, license, indenture or instrument of St. Paul xx COFI or of any of its Subsidiaries or to which St. Paul xx COFI or any of its Subsidiaries or properties is subject or bound, (B) constitute a breach or violation of, or a default under, the St. Paul Certificate certificate of incorporation or the St. Paul XxXawsby-laws (or similar governing documents) of COFI or any of its Subsidiaries, or (C) require any consent or approval under any such law, rule, regulation, judgment, decree, order, governmental permit or license, agreement, license, indenture or instrument or (D) result in any penalty payment relating to borrowed funds, advances or financial instruments; subject in the case of subparts A-C hereof to breaches, violations, defaults or rights of termination arising out of the consummation of the Company Merger that would not have a Material Adverse Effect, individually or in the aggregate, on St. Paul xxx the St. Paul Xxxsidiaries taken as a whole; and provided real property leases to which St. Paul xx the successor in interest by virtue of the merger of Bevexxx Xxxcorporation, with and into St. Paul (xxe "Bevexxx Leases") shall not be taken into account, individually or in the aggregate, in determining whether the representations in this Section 5.03(f)(ii) have been breachedinstrument.

Regulatory Filings; No Defaults. (i) No consents or approvals of, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by St. Paul xx any of its Subsidiaries Mercantile or Mercantile Bank in connection with the execution, delivery or performance by St. Paul xx Mercantile of this Agreement or to consummate the Stock Option Agreement or the consummation of the Company Merger or the Bank Merger Merger, except as Previously Disclosed and except for (A) filings of applications or applications, notices and the Agreement to Merge, as applicable, with Regulatory Authoritiesfederal and state banking authorities, (B) filings the filing of the Certificate of Merger with the SEC and state securities authorities, Department pursuant to the MGCL and (C) the filing of (and endorsement of, if required) certificates the Certificate of merger and articles of combination Merger with the Delaware SecretarySecretary pursuant to the OGCL. Except as Previously Disclosed, the Administrator and the OTS. As as of the date hereof, St. Paul xx not aware of any reason why to Mercantile’s knowledge, the approvals set forth in Section 7.01(b) will not be received in a timely manner without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b). (ii) Subject to receipt from Regulatory Authorities of the regulatory and shareholder approvals referred to in above, the preceding paragraph, and expiration of related regulatory waiting periods, periods and required filings under federal and state securities laws, the execution, delivery and performance of this Agreement (other than the Bank Merger) and the Stock Option Agreement and the consummation of the Company Merger and the exercise of rights under the Stock Option Agreement transactions contemplated hereby do not and will not (A) except as Previously Disclosed, 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, license, indenture or instrument of St. Paul xx Mercantile or of any of its Subsidiaries a Mercantile Subsidiary or to which St. Paul xx any of its Subsidiaries Mercantile or a Mercantile Subsidiary or their properties is subject or bound, (B) constitute a breach or violation of, or a default under, the St. Paul Certificate Mercantile Articles or the St. Paul XxXaws, Mercantile Code or similar governing documents of any Mercantile Subsidiary or (C) except as Previously Disclosed, require any consent or approval under any such law, rule, regulation, judgment, decree, order, governmental permit or license, agreement, license, indenture or instrument or (D) result in any penalty payment relating to borrowed funds, advances or financial instruments; subject in the case of subparts A-C hereof to breaches, violations, defaults or rights of termination arising out of the consummation of the Company Merger that would not have a Material Adverse Effect, individually or in the aggregate, on St. Paul xxx the St. Paul Xxxsidiaries taken as a whole; and provided real property leases to which St. Paul xx the successor in interest by virtue of the merger of Bevexxx Xxxcorporation, with and into St. Paul (xxe "Bevexxx Leases") shall not be taken into account, individually or in the aggregate, in determining whether the representations in this Section 5.03(f)(ii) have been breachedinstrument.

Regulatory Filings; No Defaults. (i) No consents or approvals of, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by St. Paul xx CFC or any of its Subsidiaries in connection with the execution, delivery or performance by St. Paul xx CFC of this Agreement or to consummate the Stock Option Agreement or the consummation of the Company Merger or the Bank Merger except for (A) filings of applications or applications, notices and the Agreement to Merge, as applicable, with Regulatory Authoritiesfederal and state banking authorities, (B) filings with the SEC and state securities authorities, and (C) the filing filings of (and endorsement of, if required) certificates the articles of merger with the North Carolina Secretary of State pursuant to the NCBCA and articles the certificate of combination merger with the Delaware SecretarySecretary of State pursuant to the DGCL, the Administrator and the OTS(D) consents or approvals Previously Disclosed. As of the date hereof, St. Paul xx CFC is not aware of any reason why the approvals set forth in Section 7.01(b) will not be received in a timely manner without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b). (ii) Subject to receipt from Regulatory Authorities of the regulatory and shareholder approvals referred to in above and the preceding paragraph, and expiration of related certain regulatory waiting periods, and required filings under federal and state securities laws, the execution, delivery and performance of this Agreement (other than the Bank Merger) and the Stock Option Agreement and the consummation of the Company Merger and the exercise of rights under the Stock Option Agreement transactions contemplated hereby do not and will not (A) 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, license, indenture or instrument of St. Paul xx CFC or of any of its Subsidiaries or to which St. Paul xx CFC or any of its Subsidiaries or properties is subject or bound, (B) constitute a breach or violation of, or a default under, the St. Paul CFC Certificate or the St. Paul XxXawsCFC Bylaws, or (C) require any consent or approval under any such law, rule, regulation, judgment, decree, order, governmental permit or license, agreement, license, indenture or instrument or (D) result in any penalty payment relating to borrowed fundsinstrument, advances or financial instruments; subject in the case of subparts A-C hereof to breaches, violations, defaults or rights of termination arising out of the consummation of the Company Merger that would not have a Material Adverse Effect, individually or in the aggregate, on St. Paul xxx the St. Paul Xxxsidiaries taken except as a whole; and provided real property leases to which St. Paul xx the successor in interest by virtue of the merger of Bevexxx Xxxcorporation, with and into St. Paul (xxe "Bevexxx Leases") shall not be taken into account, individually or in the aggregate, in determining whether the representations in this Section 5.03(f)(ii) have been breachedPreviously Disclosed.

Regulatory Filings; No Defaults. (i) No Except as Previously Disclosed, no consents or approvals of, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by St. Paul xx Main Street or any of its Subsidiaries in connection with the execution, delivery or performance by St. Paul xx Main Street of this Agreement or to consummate the Stock Option Agreement or the consummation of the Company Merger or the Bank Merger except for (A) filings of applications or applications, notices and the Agreement to Merge, as applicable, with Regulatory Authoritiesfederal and state banking authorities, (B) filings with the SEC and state securities authorities, and if any, (C) the filing filings of (and endorsement of, if required) certificates the articles of merger with the North Carolina Secretary of State pursuant to the NCBCA and the articles of combination merger with the Delaware Secretary, Georgia Secretary of State pursuant to the Administrator GBCC and (D) any notices to or filings with the OTSSBA. As of the date hereof, St. Paul xx Main Street is not aware of any reason why the approvals set forth in Section 7.01(b) will not be received in a timely manner without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b). (ii) Subject to receipt from Regulatory Authorities of the regulatory and shareholder approvals referred to in above and the preceding paragraph, and expiration of related certain regulatory waiting periods, and required filings under federal and state securities laws, the execution, delivery and performance of this Agreement (other than the Bank Merger) and the Stock Option Agreement and the consummation of the Company Merger and the exercise of rights under the Stock Option Agreement transactions contemplated hereby do not and will not (A) 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, licenseMaterial Contract as defined in Section 5.01(k), indenture or instrument of St. Paul xx Main Street or of any of its Subsidiaries or to which St. Paul xx Main Street or any of its Subsidiaries or properties is subject or bound, (B) constitute a breach or violation of, or a default under, the St. Paul Certificate Main Street Articles or the St. Paul XxXawsMain Street Bylaws, or (C) require any consent or approval under any such law, rule, regulation, judgment, decree, order, governmental permit or license, agreement, license, indenture or instrument or (D) result in any penalty payment relating to borrowed funds, advances or financial instruments; subject in the case of subparts A-C hereof to breaches, violations, defaults or rights of termination arising out of the consummation of the Company Merger that would not have a Material Adverse Effect, individually or in the aggregate, on St. Paul xxx the St. Paul Xxxsidiaries taken as a whole; and provided real property leases to which St. Paul xx the successor in interest by virtue of the merger of Bevexxx Xxxcorporation, with and into St. Paul (xxe "Bevexxx Leases") shall not be taken into account, individually or in the aggregate, in determining whether the representations in this Section 5.03(f)(ii) have been breachedinstrument.

Regulatory Filings; No Defaults. (i) No consents or approvals of, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by St. Paul xx FWB or any of its Subsidiaries in connection with the execution, delivery or performance by St. Paul xx FWB of this Agreement or the Stock Option Agreement or to consummate the consummation of the Company Merger or the Bank Merger except for (A) filings of applications or applications, notices and the Agreement to Merge, as applicable, with Regulatory Authoritiesfederal and state banking authorities, (B) filings with the SEC and state securities authorities, and (C) the filing of (and endorsement of, if required) certificates the certificate of merger with the OSS and the articles of combination merger with the Delaware Secretary, DSCP pursuant to the Administrator OGCL and the OTSPBCL. As of the date hereof, St. Paul xx FWB is not aware of any reason why the approvals set forth in Section 7.01(b) will not be received in a timely manner without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b). (ii) Subject to receipt from Regulatory Authorities of the regulatory and stockholder approvals referred to in the preceding paragraph, above and expiration of related regulatory waiting periods, and required filings under federal and state securities laws, the execution, delivery and performance of this Agreement (other than the Bank Merger) and the Stock Option Agreement and the consummation of the Company Merger transactions contemplated hereby and the exercise of rights under the Stock Option Agreement thereby do not and will not (A) 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, license, indenture or instrument of St. Paul xx FWB or of any of its Subsidiaries or to which St. Paul xx FWB or any of its Subsidiaries or properties is subject or bound, (B) constitute a breach or violation of, or a default under, the St. Paul Certificate FWB Articles or the St. Paul XxXawsFWB By-Laws, or (C) require any consent or approval under any such law, rule, regulation, judgment, decree, order, governmental permit or license, agreement, license, indenture or instrument or (D) result in any penalty payment relating to borrowed funds, advances or financial instruments; subject in the case of subparts A-C hereof to breaches, violations, defaults or rights of termination arising out of the consummation of the Company Merger that would not have a Material Adverse Effect, individually or in the aggregate, on St. Paul xxx the St. Paul Xxxsidiaries taken as a whole; and provided real property leases to which St. Paul xx the successor in interest by virtue of the merger of Bevexxx Xxxcorporation, with and into St. Paul (xxe "Bevexxx Leases") shall not be taken into account, individually or in the aggregate, in determining whether the representations in this Section 5.03(f)(ii) have been breachedinstrument.

Regulatory Filings; No Defaults. (i) No consents or approvals of, or filings or registrations with, any Governmental Authority are required to be made or obtained by St. Paul xx any of its Subsidiaries in connection with the execution, delivery or performance by St. Paul xx this Agreement or the Stock Option Agreement or the consummation of the Company Merger or the Bank Merger except for (A) filings of applications or notices with Regulatory Authorities, (B) filings with the SEC and state securities authorities, and (C) the filing of (and endorsement of, if required) certificates of merger and articles of combination with the Delaware Secretary, the Administrator and the OTS. As of the date hereof, St. Paul xx not aware of any reason why the approvals set forth in Section 7.01(b) will not be received in a timely manner without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b). (ii) Subject to receipt from Regulatory Authorities of the regulatory approvals referred to in the preceding paragraph, and expiration of related waiting periods, and required filings under federal and state securities laws, the execution, delivery and performance of this Agreement (other than the Bank Merger) and the Stock Option Agreement and the consummation of the Company Merger and the exercise of rights under the Stock Option Agreement do not and will not (A) 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, license, indenture or instrument of St. Paul xx of any of its Subsidiaries or to which St. Paul xx any of its Subsidiaries or properties is subject or bound, (B) constitute a breach or violation of, or a default under, the St. Paul Certificate or the St. Paul XxXawsXx-Laws, (C) require any consent or approval under any such law, rule, regulation, judgment, decree, order, governmental permit or license, agreement, license, indenture or instrument or (D) result in any penalty payment relating to borrowed funds, advances or financial instruments; subject in the case of subparts A-C hereof to breaches, violations, defaults or rights of termination arising out of the consummation of the Company Merger that would not have a Material Adverse Effect, individually or in the aggregate, on St. Paul xxx the St. Paul Xxxsidiaries taken as a whole; and provided real property leases to which St. Paul xx the successor in interest by virtue of the merger of Bevexxx Xxxcorporation, with and into St. Paul (xxe "Bevexxx Leases") shall not be taken into account, individually or in the aggregate, in determining whether the representations in this Section 5.03(f)(ii) have been breached.