Common use of Agreement as to Efforts to Consummate Clause in Contracts

Agreement as to Efforts to Consummate. Subject to the terms and conditions of this Agreement, each Party agrees to use, and to cause its Subsidiaries to use, its reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper, or advisable under applicable Laws to consummate and make effective, as soon as practicable after the date of this Agreement, the transactions contemplated by this Agreement, including using its reasonable efforts to lift or rescind any Order adversely affecting its legal ability to consummate the transactions contemplated herein and to cause to be satisfied the conditions referred to in Article 9 of this Agreement; provided, that nothing herein shall preclude either Party from exercising its rights under this Agreement. Each Party shall use, and shall cause each of its Subsidiaries to use, its reasonable efforts to obtain all Consents necessary or desirable for the consummation of the transactions contemplated by this Agreement (including without limitation any Consents listed in Sections 5.18 and 6.8 of this Agreement). In connection with and without limiting the foregoing, Envoy and its Board of Directors shall, if any state takeover statute or similar Law is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement, use commercially reasonable efforts to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such Law on the Merger, this Agreement and the transactions contemplated hereby.

Agreement as to Efforts to Consummate. Subject to the terms and conditions of this Agreement, each Party agrees to use, and to cause its Subsidiaries to use, use its reasonable efforts to take, or cause to be taken, take all actions, and to do, or cause to be done, do all things necessary, proper, proper or advisable under applicable Laws to consummate and make effectiveLaws, as soon promptly as practicable after so as to permit consummation of the Merger at the earliest possible date and to otherwise enable consummation of this Agreement, the transactions contemplated hereby and shall cooperate fully with the other Party hereto to that end (it being understood that any amendments to the Registration Statement filed by CSBI in connection with the CSBI Common Stock to be issued in the Merger or a resolicitation of proxies as a consequence of an acquisition agreement by CSBI or any of its Subsidiaries shall not violate this Agreementcovenant provided CSBI agrees to pay all direct expenses associated with any such resolicitation), including including, without limitation, using its reasonable efforts to lift or rescind any Order adversely affecting its legal ability to consummate the transactions contemplated herein and to cause to be satisfied the conditions referred to in Article 9 of this Agreement; provided, that nothing herein shall preclude either Party from exercising its rights under this Agreement. Each Party shall use, and shall cause each of its Subsidiaries to use, its reasonable efforts to obtain all Consents necessary or desirable for the consummation of the transactions contemplated by this Agreement (including without limitation any Consents listed in Sections 5.18 and 6.8 of this Agreement). In connection with and without limiting the foregoing, Envoy and its Board of Directors shall, if any state takeover statute or similar Law is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement, use commercially reasonable efforts to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such Law on the Merger, this Agreement and the transactions contemplated hereby.

Agreement as to Efforts to Consummate. Subject to the terms and conditions of this Agreement, each Party agrees to use, and to cause its Subsidiaries to use, its reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper, or advisable under applicable Laws to consummate and make effective, as soon as reasonably practicable after the date of this Agreement, the transactions contemplated by this Agreement, including including, without limitation, (i) using its reasonable efforts to lift or rescind any Order adversely affecting its legal ability to consummate the transactions contemplated herein and to cause to be satisfied the conditions referred to in Article 9 of this AgreementAgreement and (ii) if necessary, the filing of any amendments or supplements to the Registration Statement or Proxy Statement or a resolicitation of proxies as a consequence of an acquisition or business combination of Buyer or any of its Subsidiaries; provided, that nothing herein shall preclude either Party from exercising its rights under this Agreement. Each Party shall use, and shall cause each of its Subsidiaries to use, its reasonable efforts to obtain all Consents necessary or desirable for the consummation of the transactions contemplated by this Agreement (including without limitation any Consents listed Agreement. Each Party agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be necessary or advisable in Sections 5.18 and 6.8 of this Agreement). In connection with and without limiting the foregoingany filing, Envoy and its Board of Directors shall, if any state takeover statute notice or similar Law is application by or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement, use commercially reasonable efforts to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect behalf of such Law on the Merger, this Agreement and the transactions contemplated herebyother Party with respect to any such Consent.

Agreement as to Efforts to Consummate. No Party shall take, or cause ------------------------------------- to be taken, any action which may reasonably be foreseen as delaying or otherwise adversely impacting consummation of the Merger. No CBC Company nor FSB Company shall take any action which would cause the Merger not to be treated as a pooling of interests. Subject to the terms and conditions of this Agreement, each Party agrees to use, and to cause its Subsidiaries to use, its reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper, proper or advisable under applicable Laws to consummate and make effectiveLaws, as soon promptly as practicable after so as to permit consummation of the Merger at the earliest possible date and to otherwise enable consummation of this Agreement, the transactions contemplated hereby and shall cooperate fully with the other Party hereto to that end (it being understood that any amendments to the Registration Statement filed by CBC in connection with the Surviving Corporation Common Stock to be issued in the Merger shall not violate this Agreementcovenant), including including, without limitation, using its reasonable efforts to lift or rescind any Order adversely affecting its legal ability to consummate the transactions contemplated herein and to cause to be satisfied the conditions referred to in Article 9 of this Agreement; provided, that nothing herein shall preclude either Party from exercising its rights under this Agreement. Each Party shall use, and shall cause each of its Subsidiaries to use, its reasonable efforts to obtain all Consents necessary or desirable for the consummation of the transactions contemplated by this Agreement (including without limitation any Consents listed in Sections 5.18 and 6.8 of this Agreement). In connection with and without limiting the foregoing, Envoy and its Board of Directors shall, if any state takeover statute or similar Law is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement, use commercially reasonable efforts to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such Law on the Merger, this Agreement and the transactions contemplated hereby.

Agreement as to Efforts to Consummate. Subject to the terms and conditions of this Agreement, each Party agrees to use, and to cause its Subsidiaries to use, its reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper, or advisable under applicable Laws to consummate and make effective, as soon as practicable after the date of this Agreement, the transactions contemplated by this Agreement, including using its reasonable efforts to lift or rescind any Order adversely affecting its legal ability to consummate the transactions contemplated herein and to cause to be satisfied the conditions referred to in Article 9 of this Agreement; provided, that nothing herein shall preclude either Party from exercising its rights under this Agreement. Each Party shall use, and shall cause each of its Subsidiaries to use, its reasonable efforts to obtain all Consents necessary or desirable for the consummation of the transactions contemplated by this Agreement (including without limitation any Consents listed in Sections 5.18 and 6.8 of this Agreement). In connection with and without limiting the foregoing, Envoy Company and its Board of Directors shall, if any state takeover statute or similar Law is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement, use commercially reasonable efforts to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such Law on the Merger, this Agreement and the transactions contemplated hereby.

Agreement as to Efforts to Consummate. Subject to the terms and conditions of this Agreement, each Party agrees to use, and to cause its Subsidiaries to use, its reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper, or advisable under applicable Laws to consummate and make effective, as soon as practicable after the date of this Agreement, the transactions contemplated by this Agreement, including using its reasonable efforts to lift or rescind any Order adversely affecting its legal ability to consummate the transactions contemplated herein and to cause to be satisfied the conditions referred to in Article 9 11 of this Agreement; provided, that nothing herein shall preclude either Party from exercising its rights under this Agreement. Each Party shall use, and shall cause each of its Subsidiaries to use, its reasonable efforts to obtain all Consents necessary or desirable for the consummation of the transactions contemplated by this Agreement (including without limitation any Consents listed in Sections 5.18 and 6.8 Section 5.19(b) of this Agreementthe GNN Disclosure Letter). In connection with and without limiting the foregoing, Envoy GNN and its Board of Directors shall, if any state takeover statute or similar Law is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement, use all commercially reasonable efforts to ensure insure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such Law on the Merger, this Agreement and the transactions contemplated hereby.

Agreement as to Efforts to Consummate. (a) Subject to the terms and conditions of this Agreement, each Party agrees to use, and to cause its Subsidiaries to use, its reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper, or advisable under applicable Laws to consummate and make effective, as soon as reasonably practicable after the date of this Agreement, the transactions contemplated by this Agreement, including using its reasonable efforts to lift or rescind any Order adversely affecting its legal ability to consummate the transactions contemplated herein and to cause to be satisfied the conditions referred to in Article 9 of this Agreement9; provided, that nothing herein shall preclude either Party from exercising its rights under this Agreement. Each Party shall use. (b) Neither Parent nor Sub shall, and shall cause each of its Subsidiaries to use, its reasonable efforts to obtain all Consents necessary or desirable for without the consummation prior written consent of the transactions contemplated by this Agreement (including without limitation Company, take any Consents listed action to amend, terminate or rescind the Commitment Letter in Sections 5.18 any manner that would reasonably be expected to decrease the likelihood that the Financing will be obtained at Closing and 6.8 of this Agreement). In connection with and without limiting the foregoing, Envoy and its Board of Directors shall, if any state takeover statute or similar Law is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement, each shall use their commercially reasonable efforts to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on satisfy the terms contemplated by and conditions set forth in the Commitment Letter on or before the termination of this Agreement and otherwise Agreement; provided, however, that this Section 8.5(b) shall not restrict Parent's ability to minimize reasonably withhold its consent under the effect Commitment Letter in respect of such Law on pricing matters related to the Merger, this Agreement and the transactions contemplated herebyFinancing.

Agreement as to Efforts to Consummate. (a) Subject to the terms and conditions of this Agreement, each Party party agrees to use, and to cause its Subsidiaries to use, use its reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper, proper or advisable under applicable Laws to consummate and make effective, as soon as practicable after the date of this Agreement, the transactions contemplated by this Agreement, including using its reasonable efforts to lift or rescind any Order adversely affecting its legal ability to consummate the transactions contemplated herein and to cause to be satisfied the conditions referred to in Article 9 VIII of this Agreement; provided, that nothing herein shall preclude either Party any party from exercising its rights under this Agreement. Each Party party shall use, and shall cause each of its Subsidiaries to use, use its reasonable efforts to obtain all Consents necessary or desirable for the consummation of the transactions contemplated by this Agreement Agreement. (including without limitation any Consents listed b) Notwithstanding the conditions to Closing set forth in Sections 5.18 and 6.8 of this Agreement). In connection with and without limiting the foregoing, Envoy and its Board of Directors shallArticle VIII below, if any state takeover statute or similar Law required Consent under any Contract to be assigned to and assumed by the Company hereunder is or becomes applicable not obtained by the Closing Date, and the parties hereto waive such Consent and proceed with the Closing, each party shall nevertheless continue to pursue such Consents, and, at the request of the Company, each party shall cooperate with the Company in any reasonable arrangement designed to provide to the Merger, Company the benefits and burdens of any such Contract or the Assets relating thereto. Nothing contained in this Agreement or any Assignment and Assumption Agreement shall be deemed to constitute any assignment or attempted assignment by any party of the transactions contemplated by this Agreement, any Contract if any assignment or attempted assignment would constitute a Default thereunder. Each party shall use commercially its reasonable efforts to ensure that the Merger and the other transactions contemplated by this Agreement may execute all agreements to which it is intended to be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such Law on the Merger, this Agreement and a party in connection with the transactions contemplated hereby, including the Company Supplement and all other Operative Documents.

Agreement as to Efforts to Consummate. Subject to the terms and conditions of this Agreement, each Party party agrees to use, and to cause its Subsidiaries Affiliates to use, its reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper, or advisable under applicable Laws to consummate and make effective, as soon as practicable after the date of this Agreement, the transactions contemplated by this Agreement, including using its reasonable efforts to lift or rescind any Order adversely affecting its legal ability to consummate the transactions contemplated herein and to cause to be satisfied the conditions referred to in Article 9 8 of this Agreement; provided, that nothing herein shall preclude either Party any party from exercising its rights under this Agreement. Each Party party shall use, and shall cause each of its Subsidiaries Affiliates to use, its reasonable efforts to obtain all Consents (including but not limited to all the Consents identified on Schedule 4.2(b)) necessary or desirable for the consummation of the transactions contemplated by this Agreement (including without limitation any Consents listed Agreement. Nothing contained in Sections 5.18 and 6.8 of this Agreement). In connection with and without limiting the foregoing, Envoy and its Board of Directors shall, if any state takeover statute or similar Law is or becomes applicable to the Merger, this Agreement or any Assignment and Assumption Agreement shall be deemed to constitute an assignment or attempted assignment by Sellers of the transactions contemplated by this Agreementany Contract if any assignment or attempted assignment would constitute a Default thereunder. Each party shall use, use commercially and shall cause each of its Affiliates to use, its reasonable efforts to ensure that the Merger and the other transactions contemplated by this Agreement may execute all agreements to which it is intended to be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such Law on the Merger, this Agreement and a party in connection with the transactions contemplated hereby.

Agreement as to Efforts to Consummate. Subject to the terms and ------------------------------------- conditions of this Agreement, each Party agrees to use, and to cause its Subsidiaries to use, its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper, proper or advisable under applicable Laws laws to consummate and make effective, as soon as practicable after the date of this Agreement, the transactions contemplated by this Agreement, including using its reasonable efforts to lift or rescind any Order order adversely affecting its legal ability to consummate the transactions contemplated herein and to cause to be satisfied the conditions referred to in Article 9 8 of this Agreement; provided, however, that nothing herein shall --------- preclude either Party from exercising its rights under this Agreement. Each Party shall use, and shall cause each of its Subsidiaries to use, its reasonable efforts to obtain all Consents necessary or desirable for the consummation of the transactions contemplated by this Agreement (including without limitation Agreement; provided, however, that nothing in this Section 7.5 shall be construed to obligate NCF to take any Consents listed action to ------------ meet any condition required for it to obtain any Consent if such condition would be unreasonable or constitute a significant impediment upon NCF's ability to carry on its business or acquisition programs or to require NCF to increase its capital ratios to amounts in Sections 5.18 and 6.8 of this Agreement). In connection with and without limiting the foregoing, Envoy and its Board of Directors shall, if any state takeover statute or similar Law is or becomes applicable to the Merger, this Agreement or any excess of the transactions contemplated by this Agreement, use commercially reasonable efforts Federal Reserve's minimum capital ratio guidelines which may from time to ensure that the Merger and the other transactions contemplated by this Agreement may time be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such Law on the Merger, this Agreement and the transactions contemplated herebyin effect.