Common use of Regulatory Approvals; No Defaults Clause in Contracts

Regulatory Approvals; No Defaults. (1) 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 it or, in the case of the Company only, any of its Significant Subsidiaries in connection with the execution, delivery or performance by it of this Agreement or to consummate the Offer or the Merger, except for (A) filings of applications and notices with, receipt of approvals or non-objections from, and expiration of related waiting periods, required by U.S. federal or foreign Governmental Authorities, (B) filing of notices, and expiration of the related waiting period, under the HSR Act, (C) filings as may be required by the Securities Act or the Exchange Act, (D) in the case of the Company only, receipt of the Company Shareholder Approval, and (E) the filings required by the TBCA and the TBOC. (2) Subject to receipt of the consents and approvals referred to in the preceding paragraph, and the expiration of related waiting periods, and required filings with U.S. federal or foreign Governmental Authorities, the execution, delivery and performance of this Agreement, the Tender and Voting Agreements and the consummation of the Transactions do not and will not (A) constitute a breach or violation of, or a default under, or give rise, in the case of the Company only, to any Lien or any acceleration of remedies, penalty, increase in material benefit payable or right of termination under, any law, rule or regulation or any judgment, decree, order, governmental permit or license, or Material Contract, indenture or instrument of it or, in the case of the Company only, of any of its Significant Subsidiaries or to which it or, in the case of the Company only, any of its Significant Subsidiaries or properties is subject or bound, (B) constitute a breach or violation of, or a default under, its Constituent Documents or (C) require any consent or approval under any such law, rule, regulation, judgment, decree, order, governmental permit or license, Material Contract, indenture or instrument.

Regulatory Approvals; No Defaults. (1) 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 it or, in the case of the Company only, any of its Significant Subsidiaries in connection with the execution, delivery or performance by it of this Agreement or to consummate the Offer or the Merger, except for (A) filings of applications and notices with, receipt of approvals or non-objections from, and expiration of related waiting periods, required by U.S. federal or foreign Governmental Authorities, (B) filing of notices, and expiration of the related waiting period, under the HSR Act, (C) filings as may be required by the Securities Act or the Exchange ActAct including, (D) in the case of the Company only, filing of the Proxy Statement with the SEC, (D) receipt of the Company Shareholder Approval, and (E) the filings required by filing of the TBCA Articles of Merger and the TBOCissuance of the Certificate of Merger. (2) Subject to receipt of the consents and approvals referred to in the preceding paragraph, and the expiration of related waiting periods, and required filings with U.S. federal or foreign Governmental Authorities, the execution, delivery and performance of this Agreement, the Tender and Voting Agreements Agreement and the consummation of the Transactions do not and will not (A) constitute a breach or violation of, or a default under, or give rise, in the case of the Company only, to any Lien or any acceleration of remedies, penalty, increase in material benefit payable or right of termination under, any law, rule or regulation or any judgment, decree, order, governmental permit or license, or Material Contractagreement, indenture or instrument of it or, in the case of the Company only, of any of its Significant Subsidiaries or to which it or, in the case of the Company only, any of its Significant Subsidiaries or properties is subject or bound, (B) constitute a breach or violation of, or a default under, its Constituent Documents or (C) require any consent or approval under any such law, rule, regulation, judgment, decree, order, governmental permit or license, Material Contractagreement, indenture or instrument.

Regulatory Approvals; No Defaults. (1) 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 it or, in the case of the Company only, any of its Significant Subsidiaries A.G. Edwards or ▇▇▇ ▇▇ ▇▇▇ ▇ubsidiaries in connection with the execution, delivery or performance by it A.G. Edwards of this Agreement ▇▇▇▇ ▇▇▇▇▇▇▇nt or to consummate the Offer or the Merger, except for (A) filings of applications and notices with, receipt of approvals or non-objections nonobjections from, and expiration of related waiting periodsperiods required by, required by U.S. foreign, federal or foreign Governmental Authoritiesand state banking authorities, including applications and notices under the BHC Act and HOLA, (B) filing of notices, and expiration of the related waiting periodperiods, under the HSR ActAct or applicable foreign antitrust laws, (C) filings as may be required by of applications and notices with, and receipt of approvals or nonobjections from, the SEC, NYSE, foreign and state securities authorities, the National Association of Securities Act or Dealers, Inc. (“NASD”), the Exchange ActCommodities and Futures Trading Commission (“CFTC”), applicable securities, commodities and futures exchanges, state insurance authorities, the Financial Services Authority (“FSA”) and other industry self-regulatory organizations, (D) in the case filing of the Company onlyRegistration Statement and Proxy Statement with the SEC, and declaration by the SEC of the Registration Statement’s effectiveness under the Securities Act, (E) receipt of the Company Shareholder ApprovalRequisite A.G. Edwards Vot▇, and ▇▇▇ (E▇) ▇iling of the filings required by the TBCA and the TBOCCertificate of Merger. (2) Subject to receipt of the consents and approvals referred to in the preceding paragraph, and the expiration of related waiting periods, and required filings with U.S. under federal or foreign Governmental Authoritiesand state securities laws, the execution, delivery and performance of this Agreement, the Tender and Voting Agreements Agreement and the consummation of the Transactions transactions contemplated hereby do not and will not (A) constitute a breach or violation of, or a default under, or give rise, in the case of the Company only, rise to any Lien or any acceleration of remedies, penalty, increase in material benefit payable or right of termination under, any law, rule or regulation or any judgment, decree, order, governmental permit or license, or Material Contractagreement, indenture or instrument of it or, in the case of the Company only, of any of its Significant A.G. Edwards or ▇▇ ▇▇▇ ▇▇ ▇▇s Subsidiaries or to which it or, in the case of the Company only, any of its Significant Subsidiaries A.G. Edwards or ▇▇▇ ▇▇ ▇▇▇ ▇ubsidiaries or properties is subject or bound, (B) constitute a breach or violation of, or a default under, its the Constituent Documents of A.G. Edwards or ▇▇▇ ▇▇ ▇▇▇ ▇ubsidiaries or (C) require any consent or approval under any such law, rule, regulation, judgment, decree, order, governmental permit or license, Material Contractagreement, indenture or instrument. (3) As of the date of this Agreement, A.G. Edwards is ▇▇▇ ▇▇▇▇▇ ▇▇ any reason why the necessary regulatory approvals and consents will not be received in order to permit consummation of the Merger on a timely basis.

Regulatory Approvals; No Defaults. (1) 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 it or, in the case of the Company only, or any of its Significant Subsidiaries in connection with the execution, delivery or performance by it of this Agreement or to consummate the Offer or the Merger, Merger except for (A) filings of applications and notices with, receipt of approvals or non-objections nonobjections from, and expiration of related waiting periods, required by U.S. federal or foreign Governmental Authorities, (B) filing of notices, and expiration of the related waiting periodperiod required by foreign, federal and state banking authorities, including applications and notices under the HSR Bank Holding Company Act of 1956 and an application to the Commissioner, (B) filing of the Registration Statement and Joint Proxy Statement with the SEC, and declaration by the SEC of the Registration Statement’s effectiveness under the Securities Act, (C) filings as may be required by receipt of the Securities Act or the Exchange Actapplicable shareholder approvals described in Section 5.03(f), (D) in the case filing of the Company only, receipt Articles of the Company Shareholder Approval, Merger and (E) such filings with applicable securities exchanges to obtain the filings required authorizations for listing contemplated by the TBCA and the TBOCthis Agreement. (2) Subject to receipt of the regulatory consents and approvals referred to in the preceding paragraph, and the expiration of related waiting periods, and required filings with U.S. under federal or foreign Governmental Authoritiesand state securities laws, the execution, delivery and performance of this Agreement, the Tender and Voting Agreements Agreement and the consummation of the Transactions transactions contemplated hereby do not and will not (A) constitute a breach or violation of, or a default under, or give rise, in the case of the Company only, rise to any Lien or any acceleration of remedies, penalty, increase in material benefit payable or right of termination under, any law, rule or regulation or any judgment, decree, order, governmental permit or license, or Material Contractagreement, indenture or instrument of it or, in the case of the Company only, or of any of its Significant Subsidiaries or to which it or, in the case of the Company only, or any of its Significant Subsidiaries or properties is subject or bound, (B) constitute a breach or violation of, or a default under, its Constituent Documents or (C) require any consent or approval under any such law, rule, regulation, judgment, decree, order, governmental permit or license, Material Contractagreement, indenture or instrument.