Common use of Regulatory Matters and Consents Clause in Contracts

Regulatory Matters and Consents. (a) ML and Sovereign shall promptly prepare a Prospectus/Proxy Statement to be mailed to their respective shareholders in connection with the meetings of their respective shareholders and transactions contemplated hereby, and to be filed by Sovereign with the SEC in the Registration Statement, which Prospectus/Proxy Statement shall conform to all applicable legal requirements. Sovereign shall, as promptly as practicable following the preparation thereof, file the Registration Statement with the SEC and ML and Sovereign shall use all reasonable efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing. Sovereign will advise ML, promptly after Sovereign receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of the shares of capital stock issuable pursuant to the Registration Statement, or the initiation or threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Registration Statement or for additional information. Sovereign shall use its reasonable best efforts to obtain, prior to the effective date of the Registration Statement, all necessary state securities laws or "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement. Sovereign will provide ML with as many copies of such Registration Statement and all amendments thereto promptly upon the filing thereof as ML may reasonably request. (b) Sovereign and ML will prepare all Applications to Regulatory Authorities and make all filings for, and use their reasonable best efforts to obtain as promptly as practicable after the date hereof, all necessary permits, consents, approvals, waivers and authorizations of all Regulatory Authorities necessary or advisable to consummate the transactions contemplated by this Agreement. (c) ML will furnish Sovereign with all information concerning ML and ML Subsidiaries as may be reasonably necessary or advisable in connection with the Registration Statement and any Application or filing made by or on behalf of Sovereign to any Regulatory Authority in connection with the transactions contemplated by this Agreement and the Bank Plan of Merger. (d) Sovereign and ML shall have the right to review in advance, and to the extent practicable each will consult with the other on, all information which appears in any filing made with or written materials submitted to the SEC, any Regulatory Authority

Regulatory Matters and Consents. (a) ML FNB and Sovereign Orrstown shall promptly prepare a Prospectus/Proxy Statement to be mailed to their respective shareholders of FNB in connection with the meetings meeting of their respective shareholders of FNB to consider and approve the transactions contemplated hereby, and to be filed by Sovereign Orrstown with the SEC in the Registration Statement, which Prospectus/Proxy Statement statement shall conform to all applicable legal requirements. Sovereign Orrstown shall, as promptly as practicable following the preparation thereof, file the Registration Statement with the SEC and ML FNB and Sovereign Orrstown shall use all reasonable efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing. Sovereign Orrstown will advise MLFNB, promptly after Sovereign Orrstown receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of the shares of capital stock issuable pursuant to the Registration Statement, or the initiation or threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Registration Statement or for additional information. Sovereign Orrstown shall use its reasonable best efforts to obtain, prior to the effective date of the Registration Statement, all necessary state securities laws or "“Blue Sky" ” permits and approvals required to carry out the transactions contemplated by this Agreement. Sovereign Orrstown will provide ML FNB with as many copies of such Registration Statement and all amendments thereto promptly upon the filing thereof as ML FNB may reasonably request. (b) Sovereign Orrstown and ML FNB will prepare all Applications to Regulatory Authorities and make all filings for, and use their reasonable best efforts to obtain as promptly as practicable after the date hereof, all necessary permits, consents, approvals, waivers and authorizations of all Regulatory Authorities necessary or advisable to consummate complete the transactions contemplated by this Agreement. (c) ML FNB will furnish Sovereign Orrstown with all information concerning ML and ML Subsidiaries FNB as may be reasonably necessary or advisable in connection with the Registration Statement and any Application or filing made by or on behalf of Sovereign Orrstown to any Regulatory Authority in connection with the transactions contemplated by this Agreement and the Bank Plan of Merger. (d) Sovereign Orrstown and ML FNB shall have the right to review in advance, and to the extent practicable each will consult with the other on, all information which appears in any filing made with or written materials submitted to the SEC, any Regulatory AuthorityAuthority or any third party in connection with the transactions contemplated by this Agreement and the Plan of Merger. In exercising the foregoing right, each of the parties hereto shall act reasonably and as promptly as practicable. The parties hereto agree that they will consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of the SEC, Regulatory Authorities and third parties necessary or advisable to consummate the transactions contemplated by this Agreement and the Plan of Merger and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated hereby and thereby. (e) Orrstown will promptly furnish FNB with copies of all written communications to, or received by Orrstown or any Orrstown Subsidiary from, any Regulatory Authority in respect of the transactions contemplated hereby. (f) Orrstown will take all action required to be taken by it in order to comply with any takeover disclosure or similar Law that may be applicable to this Agreement, the Plan of Merger and the transactions contemplated hereby and thereby.

Regulatory Matters and Consents. (a) ML First Home and Sovereign shall promptly prepare a Prospectus/Proxy Statement to be mailed to their respective shareholders of First Home in connection with the meetings First Home's meeting of their respective shareholders and the transactions contemplated hereby, and to be filed by Sovereign with the SEC in the Registration Statement, which Prospectus/Proxy Statement statement shall conform to all applicable legal requirements. Sovereign shall, as promptly as practicable following the preparation thereof, file the Registration Statement with the SEC and ML First Home and Sovereign shall use all reasonable efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing. Sovereign will advise MLFirst Home, promptly after Sovereign receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of the shares of capital stock issuable pursuant to the Registration Statement, or the initiation or threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Registration Statement or for additional information. Sovereign shall use its reasonable best efforts to obtain, prior to the effective date of the Registration Statement, all necessary state securities laws or "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement. Sovereign will provide ML First Home with as many copies of such Registration Statement and all amendments thereto promptly upon the filing thereof as ML First Home may reasonably request. (b) Sovereign and ML First Home will prepare all Applications to Regulatory Authorities and make all filings for, and use their reasonable best efforts to obtain as promptly as practicable after the date hereof, all necessary permits, consents, approvals, waivers and authorizations of all Regulatory Authorities necessary or advisable to consummate the transactions contemplated by this Agreement. . (c) ML First Home will furnish Sovereign with all information concerning ML First Home and ML First Home Subsidiaries as may be reasonably necessary or advisable in connection with the Registration Statement and any Application or filing made by or on behalf of Sovereign to any Regulatory Authority in connection with the transactions contemplated by this Agreement and the Bank Plan of Merger. (d) Sovereign and ML First Home shall have the right to review in advance, and to the extent practicable each will consult with the other on, all information which appears in any filing made with or written materials submitted to the SEC, any Regulatory AuthorityAuthority or any third party in connection with the transactions contemplated by this Agreement and the Bank Plan of Merger. In exercising the foregoing right, each of the parties hereto shall act reasonably and as promptly as practicable. The parties hereto agree that they will consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of the SEC, Regulatory Authorities and third parties necessary or advisable to consummate the transactions contemplated by this Agreement and the Bank Plan of Merger and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated hereby and thereby. (e) Sovereign will promptly furnish First Home with copies of all written communications to, or received by Sovereign or any Sovereign Subsidiary from, any Regulatory Authority in respect of the transactions contemplated hereby.

Regulatory Matters and Consents. (a) ML First Home and Sovereign shall promptly prepare a Prospectus/Proxy Statement to be mailed to their respective shareholders of First Home in connection with the meetings First Home's meeting of their respective shareholders and the transactions contemplated hereby, and to be filed by Sovereign with the SEC in the Registration Statement, which Prospectus/Proxy Statement statement shall conform to all applicable legal requirements. Sovereign shall, as promptly as practicable following the preparation thereof, file the Registration Statement with the SEC and ML First Home and Sovereign shall use all reasonable efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing. Sovereign will advise MLFirst Home, promptly after Sovereign receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of the shares of capital stock issuable pursuant to the Registration Statement, or the initiation or threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Registration Statement or for additional information. Sovereign shall use its reasonable best efforts to obtain, prior to the effective date of the Registration Statement, all necessary state securities laws or "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement. Sovereign will provide ML First Home with as many copies of such Registration Statement and all amendments thereto promptly upon the filing thereof as ML First Home may reasonably request. (b) Sovereign and ML First Home will prepare all Applications to Regulatory Authorities and make all filings for, and use their reasonable best efforts to obtain as promptly as practicable after the date hereof, all necessary permits, consents, approvals, waivers and authorizations of all Regulatory Authorities necessary or advisable to consummate the transactions contemplated by this Agreement. (c) ML First Home will furnish Sovereign with all information concerning ML First Home and ML First Home Subsidiaries as may be reasonably necessary or advisable in connection with the Registration Statement and any Application or filing made by or on behalf of Sovereign to any Regulatory Authority in connection with the transactions contemplated by this Agreement and the Bank Plan of Merger. (d) Sovereign and ML First Home shall have the right to review in advance, and to the extent practicable each will consult with the other on, all information which appears in any filing made with or written materials submitted to the SEC, any Regulatory AuthorityAuthority or any third party in connection with the transactions contemplated by this Agreement and the Bank Plan of Merger. In exercising the foregoing right, each of the parties hereto shall act reasonably and as promptly as practicable. The parties hereto agree that they will consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of the SEC, Regulatory Authorities and third parties necessary or advisable to consummate the transactions contemplated by this Agreement and the Bank Plan of Merger and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated hereby and thereby. (e) Sovereign will promptly furnish First Home with copies of all written communications to, or received by Sovereign or any Sovereign Subsidiary from, any Regulatory Authority in respect of the transactions contemplated hereby.

Regulatory Matters and Consents. (a) ML and Sovereign shall promptly agrees to prepare a registration statement on Form S-4 or other applicable form (the “Prospectus/Proxy Statement to be mailed to their respective shareholders in connection with the meetings of their respective shareholders and transactions contemplated hereby, and Statement”) to be filed by Sovereign with the SEC in connection with the Registration Statementissuance of Sovereign Common Stock in the Merger (including the proxy statement and prospectus and other proxy solicitation materials of Seacoast constituting a part thereof and all related documents). Seacoast shall prepare and furnish such information relating to it and its directors, which officers and stockholders as may be reasonably required in connection with the above referenced documents based on its knowledge of and access to the information required for said documents, and Seacoast, and its legal, financial and accounting advisors, shall have the right to review in advance such Prospectus/Proxy Statement shall conform prior to all applicable legal requirementsits filing. Seacoast agrees to cooperate with Sovereign shalland Sovereign’s counsel and accountants in requesting and obtaining appropriate opinions, consents and letters from its financial advisor and independent auditor in connection with the Prospectus/Proxy Statement. Provided that Seacoast has cooperated as promptly as practicable following described above, Sovereign agrees to file, or cause to be filed, the preparation thereof, file the Registration Prospectus/Proxy Statement with the SEC and ML as promptly as reasonably practicable but not later than sixty (60) days, after the date of this Agreement. Each of Seacoast and Sovereign shall agrees to use all its reasonable best efforts to have cause the Registration Prospectus/Proxy Statement to be declared effective under the Securities Act as promptly as reasonably practicable after such filingthe filing thereof. Sovereign will also agrees to use its reasonable best efforts to obtain all necessary state securities law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement. After the Prospectus/Proxy Statement is declared effective under the Securities Act, Seacoast shall promptly mail at its expense the Prospectus/Proxy Statement to its stockholders. (b) Each of Seacoast and Sovereign agrees that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (i) the Prospectus/Proxy Statement shall, at the time the Prospectus/Proxy Statement and each amendment or supplement thereto, if any, becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) the Prospectus/Proxy Statement and any amendment or supplement thereto shall, at the date(s) of mailing to stockholders and at the time of Seacoast Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the Table of Contents statements therein not misleading at the time and in light of the circumstances under which such statement is made. Each of Seacoast and Sovereign further agrees that if such party shall become aware prior to the Effective Date of any information furnished by such party that would cause any of the statements in the Prospectus/Proxy Statement to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading, to promptly inform the other parties thereof and to take the necessary steps to correct the Prospectus/Proxy Statement. (c) Sovereign agrees to advise MLSeacoast, promptly after Sovereign receives notice thereof, of the time when the Registration Prospectus/Proxy Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of Sovereign Common Stock for offering or sale in any jurisdiction, of the shares of capital stock issuable pursuant initiation or, to the Registration Statementextent Sovereign is aware thereof, or the initiation or threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Registration Prospectus/Proxy Statement or for additional informationinformation or of any comments provided to Seacoast by the SEC in regard to the Prospectus/Proxy Statement or Registration Statement. Each of Sovereign and Seacoast shall cooperate and provide the other party with a reasonable opportunity to review and comment on any amendment or supplement to the Prospectus/Proxy Statement or Registration Statement prior to the filing of such with the SEC. (d) Sovereign and Seacoast and their respective Subsidiaries shall cooperate and use its reasonable their respective best efforts to obtain, prior to the effective date of the Registration Statement, all necessary state securities laws or "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement. Sovereign will provide ML with as many copies of such Registration Statement and all amendments thereto promptly upon the filing thereof as ML may reasonably request. (b) Sovereign and ML will prepare all Applications to Regulatory Authorities and make all filings for, and use their reasonable best efforts to obtain as promptly as practicable after the date hereof, all necessary permits, consents, approvals, waivers and authorizations of all Regulatory Authorities necessary or advisable to consummate complete the transactions contemplated by this Agreement and any initial filings with Regulatory Authorities shall be made by Sovereign as soon as reasonably practicable after the execution hereof, but not later than forty-five (45) days after the date of this Agreement. Each of Sovereign and Seacoast shall cooperate and provide the other party with reasonable opportunity to review and comment on any such Applications (and any amendments or supplement thereto) prior to filing such with the applicable Regulatory Authority. (ce) ML Seacoast will furnish Sovereign with all information concerning ML Seacoast and ML Seacoast Subsidiaries as may be reasonably necessary or advisable in connection with the Registration Statement and any Application or filing made by or on behalf of Sovereign to any Regulatory Authority in connection with the transactions contemplated by this Agreement and the Bank Plan of Merger. (df) Sovereign and ML Seacoast shall have the right to review in advance, and to the extent practicable each will consult with the other on, in each case subject to applicable laws related to the exchange of information, all information which appears in any filing made with or written materials submitted to any Regulatory Authority or any third party in connection with the transactions contemplated by this Agreement and the Bank Plan of Merger. In exercising the foregoing right, each of the parties hereto shall act reasonably and as promptly as practicable. The parties hereto agree that they will consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of the SEC, Regulatory Authorities and third parties necessary or advisable to consummate the transactions contemplated Table of Contents by this Agreement and the Bank Plan of Merger and by the Abington Merger Agreement and related Abington Bank plan of mergers and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated hereby and thereby. (g) Each party will promptly furnish the other party with copies of all written communications to, or received by it or any Subsidiary from, any Regulatory Authority in respect of the transactions contemplated hereby or by the Abington Merger Agreement, except as may be restricted by such agreement or by any related confidentiality agreement. (h) Each party agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officer and shareholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other parties or any of their respective Subsidiaries to any third party or Governmental Authority.

Regulatory Matters and Consents. (a) ML and Sovereign shall promptly prepare a Prospectus/Proxy Statement to be mailed to their respective shareholders in connection with the meetings of their respective shareholders and transactions contemplated hereby, and to be filed by Sovereign with the SEC in the Registration Statement, which Prospectus/Proxy Statement shall conform to all applicable legal requirements. Sovereign shall, as promptly as practicable following the preparation thereof, file the Registration Statement with the SEC and ML and Sovereign shall use all reasonable efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing. Sovereign will advise ML, promptly after Sovereign receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of the shares of capital stock issuable pursuant to the Registration Statement, or the initiation or threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Registration Statement or for additional information. Sovereign shall use its reasonable best efforts to obtain, prior to the effective date of the Registration Statement, all necessary state securities laws or "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement. Sovereign will provide ML with as many copies of such Registration Statement and all amendments thereto promptly upon the filing thereof as ML may reasonably request. (b) Sovereign and ML will prepare all Applications to Regulatory Authorities and make all filings for, and use their reasonable best efforts to obtain as promptly as practicable after the date hereof, all necessary permits, consents, approvals, waivers and authorizations of all Regulatory Authorities necessary or advisable to consummate the transactions contemplated by this Agreement. (c) ML will furnish Sovereign with all information concerning ML and ML Subsidiaries as may be reasonably necessary or advisable in connection with the Registration Statement and any Application or filing made by or on behalf of Sovereign to any Regulatory Authority in connection with the transactions contemplated by this Agreement and the Bank Plan of Merger. (d) Sovereign and ML shall have the right to review in advance, and to the extent practicable each will consult with the other on, all information which appears in any filing made with or written materials submitted to the SEC, any Regulatory AuthorityAuthority or any third party in connection with the transactions contemplated by this Agreement and the Bank Plan of Merger. In exercising the foregoing right, each of the parties hereto shall act reasonably and as promptly as practicable. The parties hereto agree that they will consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of the SEC, Regulatory Authorities and third parties necessary or advisable to consummate the transactions contemplated by this Agreement and the Bank Plan of Merger and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated hereby and thereby. (e) Sovereign will promptly furnish ML with copies of all Applications and other written communications to, or received by Sovereign or any Sovereign Subsidiary from, any Regulatory Authority in respect of the transactions contemplated hereby and the Bank Plan of Merger.