Regulatory Reports. Since January 1, 2023, Seller and its Subsidiaries have timely filed with the Federal Reserve, the FDIC, the ASBD, the SEC, and any SRO and any other applicable Governmental Authority, in correct form, the material reports, registration statements, and other documents required to be filed under applicable Laws and regulations and have paid all fees and assessments due and payable in connection therewith, and such reports were complete and accurate and in compliance in all material respects with the requirements of applicable Laws and regulations. Other than normal examinations conducted by a Governmental Authority in the Ordinary Course of Business, no Governmental Authority has notified Seller or any of its Subsidiaries that it has initiated any proceeding or, to the Knowledge of Seller, threatened an investigation into the business or operations of Seller or any of its Subsidiaries since January 1, 2023. Subject to Section 9.11, there is no material and unresolved violation, criticism, or exception by any Governmental Authority with respect to any report or statement relating to any examinations or inspections of Seller or any of its Subsidiaries.
Appears in 3 contracts
Sources: Agreement and Plan of Merger (FB Financial Corp), Agreement and Plan of Merger (FB Financial Corp), Merger Agreement (Southern States Bancshares, Inc.)
Regulatory Reports. Since January 1, 2023, Seller Buyer and its Subsidiaries have timely filed with the Federal Reserve, the FDIC, the ASBDTDFI, the SEC, and any SRO and any other applicable Governmental Authority, in correct form, the material reports, registration statements, and other documents required to be filed under applicable Laws and regulations and have paid all fees and assessments due and payable in connection therewith, and such reports were complete and accurate and in compliance in all material respects with the requirements of applicable Laws and regulations. Other than normal examinations conducted by a Governmental Authority in the Ordinary Course of Business, no Governmental Authority has notified Seller Buyer or any of its Subsidiaries that it has initiated any proceeding or, to the Knowledge of SellerBuyer, threatened an investigation into the business or operations of Seller Buyer or any of its Subsidiaries since January 1, 2023. Subject to Section 9.11, there is no material and unresolved violation, criticism, or exception by any Governmental Authority with respect to any report or statement relating to any examinations or inspections of Seller Buyer or any of its Subsidiaries.
Appears in 3 contracts
Sources: Agreement and Plan of Merger (FB Financial Corp), Agreement and Plan of Merger (FB Financial Corp), Merger Agreement (Southern States Bancshares, Inc.)
Regulatory Reports. Since January 1, 20232012, Seller Buyer and its Subsidiaries have timely duly filed with the Federal Reserve, the FDIC, the ASBDFRB, the SEC, and any SRO Arkansas State Bank Department and any other applicable Governmental Authority, in correct form, the material reports, registration statements, reports and other documents required to be filed under applicable Laws and regulations and have paid all fees and assessments due and payable in connection therewith, and such reports were in all material respects complete and accurate and in compliance in all material respects with the requirements of applicable Laws and regulations. Other than normal examinations conducted by a Governmental Authority in the Ordinary Course ordinary course of Businessbusiness of Buyer and its Subsidiaries, no Governmental Authority has notified Seller Buyer or any of its Subsidiaries that it has initiated any proceeding or, to the Knowledge of SellerBuyer, threatened an investigation into the business or operations of Seller Buyer or any of its Subsidiaries since January 1, 20232012 that would reasonably be expected to be material. Subject to Section 9.11, there There is no material and unresolved violation, criticism, or exception by any Governmental Authority with respect to any report or statement relating to any examinations or inspections of Seller Buyer or any of its Subsidiaries.
Appears in 2 contracts
Sources: Merger Agreement (C1 Financial, Inc.), Merger Agreement (Bank of the Ozarks Inc)
Regulatory Reports. Since January 1, 20232019, Seller Buyer and its Subsidiaries have timely filed with the Federal Reserve, the FDIC, the ASBDFRB, the SEC, and any SRO and any other applicable Governmental AuthorityAuthority (other than the SEC), in correct form, the material reports, registration statements, reports and other documents required to be filed under applicable Laws and regulations and have paid all fees and assessments due and payable in connection therewith, and such reports were were, in all material respects, complete and accurate and in compliance in all material respects with the requirements of applicable Laws and regulations. Other Except as would not be material, other than normal examinations conducted by a Governmental Authority in the Ordinary Course of Business, no Governmental Authority has notified Seller Buyer or any of its Subsidiaries that it has initiated or has pending any proceeding or, to the Knowledge of SellerBuyer, threatened an investigation into the business or operations of Seller Buyer or any of its Subsidiaries since January 1, 20232019. Subject to Section 9.11, there is There have been no material and unresolved violation, criticismformal or informal inquiries by, or exception by disagreements or disputes with, any Governmental Authority with respect to any report the business, operations, policies or statement relating to any examinations or inspections procedures of Seller Buyer or any of its SubsidiariesSubsidiaries since January 1, 2019.
Appears in 2 contracts
Sources: Merger Agreement (Eagle Bancorp Montana, Inc.), Merger Agreement (Eagle Bancorp Montana, Inc.)
Regulatory Reports. Since January 1, 20232019, Seller HSBI and its Subsidiaries have timely filed with the Federal ReserveFRB, the FDIC, the ASBDGDBF, the SEC, and any applicable SRO and any other applicable Governmental Authority, in correct formform in all material respects, the material reports, registration statements, statements and other documents required to be filed under applicable Laws and regulations and have paid all material fees and assessments due and payable in connection therewith, and such reports were complete and accurate and in compliance in all material respects with the requirements of applicable Laws and regulations. Other than Except for normal examinations conducted by a Governmental Authority in the Ordinary Course of Business, no Governmental Authority has notified Seller HSBI or any of its Subsidiaries that it has initiated any proceeding or, to the Knowledge of SellerHSBI, threatened an investigation into the business or operations of Seller HSBI or any of its Subsidiaries since January 1, 20232019. Subject to Section 9.11, there There is no material and unresolved violation, criticism, criticism or exception by any Governmental Authority with respect to any report filed by, or statement relating to any examinations or inspections by any such Governmental Authority of Seller HSBI or any of its Subsidiaries.
Appears in 1 contract