the Securities Act Regulations and, at or prior to the time of their first use, will have received all required authorizations of the OTS and Commission for use in final form. (viii) None of the Commission, the OTS or any "Blue Sky" authority has, by order or otherwise, prevented or suspended the use of the Proxy Statement, the Prospectus or any supplemental sales literature authorized by the Company, the MHCs or the Bank for use in connection with the Offerings, and no proceedings for such purposes are pending or, to the knowledge of the Company, the MHCs or the Bank, threatened. (ix) The Offerings and other transactions contemplated hereby do not and will not require any material consent, approval, authorization or permit or filing with any other governmental agency or regulatory authority, except as disclosed in the Prospectus. (x) The Reorganization and Additional Stock Issuance has been approved by and the Plans have been duly adopted by the Boards of Directors of the Company, the Bank and the MHCs and such approval and adoption has not since been rescinded or revoked. At the Closing Time referred to in Section 2, the Company, the Bank and the MHCs will have completed the conditions precedent to the Reorganization and Additional Stock Issuance in accordance with the Plans, the applicable OTS Regulations and all other applicable laws, regulations, decisions and orders, including all material terms, conditions, requirements and provisions precedent to the Reorganization and Additional Stock Issuance imposed upon the Company, the Bank or the MHCs by the OTS, the FDIC, or any other regulatory authority, other than those which the regulatory authority permits to be completed after the Reorganization and Additional Stock Issuance. (xi) RP Financial, LC (the "Appraiser"), which prepared the valuation of the Bank as part of the Reorganization and