Common use of Governmental Approvals and Other Conditions Clause in Contracts

Governmental Approvals and Other Conditions. To the knowledge of Company, there is no reason relating specifically to them or their affiliates why (a) the approvals that are required to be obtained from regulatory authorities having approval authority in connection with the transactions contemplated hereby should not be granted in a timely manner, (b) such regulatory approval should be subject to a condition which would differ from conditions customarily imposed by such regulatory authorities in orders approving acquisitions of the type contemplated hereby or (c) any of the conditions precedent as specified in Article VI hereof to the obligations or any or the parties hereto to consummate the transactions contemplated hereby or in the Bank Merger Agreement are unlikely to be fulfilled within the applicable time period or periods required for satisfaction of such condition or conditions. No consent, approval, order or authorization of, or registration, declaration or filing with, any federal or state governmental authority is required by or with respect to Company or Company Bank in connection with the execution and delivery of this Agreement or the Bank Merger Agreement or the consummation by them of the transactions contemplated hereby or thereby, except for: (i) the filing of all regulatory applications or notices with the OCC, the OTS or the FDIC; (ii) the filing by Parent of the Registration Statement shall include the Proxy Statement for use in connection with the Company Stockholders’ Meeting; and (iii) the filings contemplated by Article I hereof.

Governmental Approvals and Other Conditions. To the knowledge of CompanyCompany and Company Bank, there is no reason relating specifically to them or their affiliates why (a) the approvals that are required to be obtained from regulatory authorities having approval authority in connection with the transactions contemplated hereby should not be granted in a timely manner, (b) such regulatory approval should be subject to a condition which would differ from conditions customarily imposed by such regulatory authorities in orders approving acquisitions of the type contemplated hereby or (c) any of the conditions precedent as specified in Article VI hereof to the obligations or of any or of the parties hereto to consummate the transactions contemplated hereby or in the Bank Merger Agreement are unlikely to be fulfilled within the applicable time period or periods required for satisfaction of such condition or conditions. No consent, approval, order or authorization of, or registration, declaration or filing with, any federal or state governmental authority is required by or with respect to Company or Company Bank in connection with the execution and delivery of this Agreement or Agreement, the Bank Merger Agreement the Company Entities Merger Agreement or the consummation by them of the transactions contemplated hereby or thereby, except for: (i) the filing of all regulatory applications, permit applications or notices with the OCCFRB, the OTS DFI or the FDIC; (ii) the filing by Parent of the Registration Statement shall include the Proxy Statement for use in connection with the Company StockholdersShareholders’ Meeting; and (iii) the filings contemplated by Article I hereof.

Governmental Approvals and Other Conditions. To the knowledge of CompanyParent Bank and Parent, there is no reason relating specifically to them or their affiliates why (a) the approvals that are required to be obtained from regulatory authorities having approval authority in connection with the transactions contemplated hereby should not be granted in a timely manner, (b) such regulatory approval approvals should be subject to a condition which would differ from conditions customarily imposed by such regulatory authorities in orders approving acquisitions of the type contemplated hereby or (c) any of the conditions precedent as specified in Article VI hereof to the obligations or of any or of the parties hereto to consummate the transactions contemplated hereby or in the Bank Merger Agreement are unlikely to be fulfilled within the applicable time period or periods required for satisfaction of such condition or conditions. No consent, permit, approval, order or authorization of, or registration, declaration or filing with, any federal or state governmental authority is required by or with respect to Company Parent Bank or Company Bank Parent or any of their affiliates in connection with the execution and delivery of this Agreement or the Bank Merger Agreement or the consummation by them of the transactions contemplated hereby or thereby, except for: (i) the filing of all regulatory applications, permit applications or notices with the OCC, the OTS DFI or the FDIC; (ii) the filing by Parent of the Registration Statement with the SEC and various blue sky authorities, which Registration Statement shall include the Proxy Statement for use in connection with the Company StockholdersShareholders’ Meeting; and (iii) the filings contemplated by Article I hereof; and (iv) pre-report to the FSA. No approval or waiver is required to be obtained from the FRB in connection with the transactions contemplated hereby.

Governmental Approvals and Other Conditions. To the knowledge of CompanyParent Bank and Parent, there is no reason relating specifically to them or their affiliates why (a) the approvals that are required to be obtained from regulatory authorities having approval authority in connection with the transactions contemplated hereby should not be granted in a timely manner, (b) such regulatory approval approvals should be subject to a condition which would differ from conditions customarily imposed by such regulatory authorities in orders approving acquisitions of the type contemplated hereby or (c) any of the conditions precedent as specified in Article VI hereof to the obligations or of any or of the parties hereto to consummate the transactions contemplated hereby or in the Bank Merger Agreement are unlikely to be fulfilled within the applicable time period or periods required for satisfaction of such condition or conditions. No consent, approval, order or authorization of, or registration, declaration or filing with, any federal or state governmental authority is required by or with respect to Company Parent Bank or Company Bank Parent or any of their affiliates in connection with the execution and delivery of this Agreement or the Bank Merger Agreement or the consummation by them of the transactions contemplated hereby or thereby, except for: (i) the filing of all regulatory applications or notices with the OCC, the OTS or the FDIC; (ii) the filing by Parent of the Registration Statement with the SEC and various blue sky authorities, which Registration Statement shall include the Proxy Statement for use in connection with the Company Stockholders’ Meeting; and (iii) notice to the filings contemplated by Article I hereof.National Association of Securities Dealers (“NASD”) in connection with the Subsidiary Merger and the filing of the