Common use of Conditions to Each Party’s Obligations under this Agreement Clause in Contracts

Conditions to Each Party’s Obligations under this Agreement. The respective obligations of each of the parties hereto to consummate the transactions contemplated hereby shall be subject to the satisfaction on or prior to the Closing Date of the following conditions: (a) All approvals and orders of Governmental Entities (including without limitation the approvals of the Banking Department, the OCC, and, if applicable, the FDIC, and the Section 154 Order) required to be obtained in connection with the transactions contemplated by this Agreement shall have been obtained, all notices required to be filed with any Governmental Entity in connection with the transactions contemplated by this Agreement shall have been filed, all such regulatory approvals shall be in full force and effect, and all notice periods and waiting periods required by law or regulation in respect thereof or otherwise applicable to the transactions contemplated by this Agreement shall have expired or been terminated (all such approvals and the expiration of all such waiting periods being referred to herein as the “Requisite Regulatory Approvals”). (b) No order, injunction or decree issued by any court or agency of competent jurisdiction or other legal restraint or prohibition (an “Injunction”) preventing the consummation of the Merger or any of the other transactions contemplated by this Agreement shall be in effect. No statute, rule, regulation, order, injunction or decree shall have been enacted, entered, promulgated or enforced by any Governmental Entity that prevents the consummation of the Merger or the transactions contemplated hereby or that could have a Material Adverse Effect on the ability of the Purchaser to conduct a trust administration business with respect to the Trust Accounts in substantially the same manner as the Seller heretofore conducted such business with respect to the Trust Accounts.

Conditions to Each Party’s Obligations under this Agreement. The respective obligations of each of the parties hereto party to consummate the transactions contemplated hereby Acquisition shall be subject to the satisfaction on or prior to the Closing Date of the following conditions: (a) All approvals and orders of Governmental Entities (including without limitation the approvals of the Banking Department, the OCC, and, if applicable, the FDIC, and the Section 154 Order) required to be obtained in connection with the transactions contemplated by this Agreement shall have been obtained, all notices required to be filed with any Governmental Entity in connection with and prior to the consummation of the transactions contemplated by this Agreement shall have been filed, all such regulatory approvals shall be in full force and effect, and all notice periods and waiting periods required by law or regulation in respect thereof or otherwise applicable to the transactions contemplated by this Agreement shall have expired or been terminated (all such approvals and the expiration of all such waiting periods being referred to herein as the “"Requisite Regulatory Approvals”"). (b) No order, injunction or decree issued by any court or agency of competent jurisdiction or other 122 123 legal restraint or prohibition (an “"Injunction”") preventing the consummation of the Merger Acquisition or any of the other transactions contemplated by this Agreement shall be in effect. No statute, rule, regulation, order, injunction or decree shall have been enacted, entered, promulgated or enforced by any Governmental Entity that prevents the which prohibits, restricts or makes illegal consummation of the Merger or the transactions contemplated hereby or that could have a Material Adverse Effect on the ability of the Purchaser to conduct a trust administration business with respect to the Trust Accounts in substantially the same manner as the Seller heretofore conducted such business with respect to the Trust AccountsAcquisition.

Conditions to Each Party’s Obligations under this Agreement. The respective obligations of each of the parties hereto Party to consummate the transactions contemplated hereby Acquisition shall be subject to the satisfaction on at or prior to the Closing Date of the following conditions: (a) All regulatory approvals and orders of Governmental Entities (including without limitation the approvals of the Banking Department, the OCC, and, if applicable, the FDIC, and the Section 154 Order) required to be obtained in connection with the transactions contemplated by this Agreement shall have been obtainedobtained on terms reasonably satisfactory to the Parties hereto, all notices required to be filed with any Governmental Entity governmental agency in connection with the transactions contemplated by this Agreement shall have been filed, all such regulatory approvals shall be in full force and effect, and all notice periods and waiting periods required by law or regulation in respect thereof or otherwise applicable to the transactions contemplated by this Agreement shall have expired or been terminated (all such approvals and the expiration of all such waiting periods being referred to herein as the “Requisite Regulatory Approvals”)no adverse action shall have been taken or threatened with respect thereto. (b) No Neither the Seller nor Buyer shall be subject to any order, decree or injunction or decree issued by any (“Injunction”) of a court or agency of competent jurisdiction which enjoins or other legal restraint or prohibition (an “Injunction”) preventing prohibits the consummation of the Merger transactions contemplated hereby, and no proceeding initiated by a governmental agency or similar authority seeking an Injunction shall be threatened; provided, that if such an Injunction is in effect or any proceeding is commenced or threatened pursuant to which an Injunction is sought, the Parties shall cooperate and use reasonable best efforts expeditiously to remove the impediment prohibiting the Closing of the other transactions contemplated by this Agreement shall be in effect. Acquisition. (c) No statute, rule, regulation, order, injunction or decree shall have been enacted, entered, promulgated or enforced by any Governmental Entity that prevents governmental authority which prohibits or makes illegal the consummation of the Merger or the transactions contemplated hereby or that could have a Material Adverse Effect on the ability of the Purchaser to conduct a trust administration business with respect to the Trust Accounts in substantially the same manner as the Seller heretofore conducted such business with respect to the Trust AccountsAcquisition.

Conditions to Each Party’s Obligations under this Agreement. The respective obligations of each of the parties hereto to consummate the transactions contemplated hereby shall be subject to the satisfaction on or prior to the Closing Date of the following conditions: (a) All approvals and orders of Governmental Entities (including without limitation the approvals of the Banking Department, the OCC, and, if applicable, the FDIC, Department and the Section 154 Order) required to be obtained in connection with the transactions contemplated by this Agreement shall have been obtained, all notices required to be filed with any Governmental Entity in connection with the transactions contemplated by this Agreement shall have been filed, all such regulatory approvals shall be in full force and effect, and all notice periods and waiting periods required by law or regulation in respect thereof or otherwise applicable to the transactions contemplated by this Agreement shall have expired or been terminated (all such approvals and the expiration of all such waiting periods being referred to herein as the “"Requisite Regulatory Approvals”"). (b) No order, injunction or decree issued by any court or agency of competent jurisdiction or other legal restraint or prohibition (an “"Injunction”") preventing the consummation of the Merger or any of the other transactions contemplated by this Agreement shall be in effect. No statute, rule, regulation, order, injunction or decree shall have been enacted, entered, promulgated or enforced by any Governmental Entity that prevents the consummation of the Merger or the transactions transaction contemplated hereby or that could have a Material Adverse Effect on the ability of the Purchaser to conduct a trust administration business with respect to the Trust Accounts in substantially the same manner as the Seller heretofore conducted such business with respect to the Trust Accountshereby.

Conditions to Each Party’s Obligations under this Agreement. The respective obligations of each of party under this Agreement to effect the parties hereto to consummate the transactions contemplated hereby Merger shall be subject to the satisfaction on fulfillment (or waiver by the Company and Acquiror, if permissible under applicable Law), at or prior to the Closing Date Closing, of the following conditions: (a) All approvals this Agreement and orders of Governmental Entities (including without limitation the approvals Merger shall have been approved by the shareholders of the Banking Department, Company by the OCC, and, if applicable, the FDIC, requisite vote under Kentucky Law and the Section 154 OrderCompany’s Governing Documents and such approval shall not have been rescinded or modified; (b) required any waiting period (or extension thereof) applicable to be obtained in connection with the consummation of the transactions contemplated by this Agreement shall have been obtained, all notices required to be filed with any Governmental Entity in connection with hereby under the transactions contemplated by this Agreement shall have been filed, all such regulatory approvals shall be in full force and effect, and all notice periods and waiting periods required by law or regulation in respect thereof or otherwise applicable to the transactions contemplated by this Agreement HSR Act shall have expired or been terminated (all and no suit to enjoin the transactions contemplated hereby shall have been filed by the United States Department of Justice or the FTC and no notice or intent to file any such approvals and suit shall have been received by either Acquiror or the expiration of all such waiting periods being referred to herein as the “Requisite Regulatory Approvals”).Company; and (bc) No orderno Law, injunction injunction, judgment, restraining order or decree other ruling or order issued by any court or agency of competent jurisdiction or Governmental Authority or other legal restraint or prohibition (an “Injunction”) preventing the consummation of the Merger or any of the other transactions contemplated by this Agreement hereby shall be in effect. No statute, rule, regulation, order, injunction or decree shall have been enacted, entered, promulgated or enforced by any Governmental Entity that prevents the consummation of the Merger or the transactions contemplated hereby or that could have a Material Adverse Effect on the ability of the Purchaser to conduct a trust administration business with respect to the Trust Accounts in substantially the same manner as the Seller heretofore conducted such business with respect to the Trust Accounts.