Common use of Approvals and Filings Clause in Contracts

Approvals and Filings. (a) Subject to the terms and conditions set forth in this Agreement, including Section 5.2(e), Purchaser and Seller agree to use their reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, and to assist and cooperate with each other in doing, all things necessary, proper or advisable to fulfill all conditions applicable to Purchaser and Seller pursuant to this Agreement and to consummate and make effective, in the most expeditious manner practicable, the Contemplated Transactions, including, (x) with respect to each of Purchaser and Seller, (i) obtaining all necessary, proper or advisable actions or non-actions, waivers, consents, qualifications and approvals from Governmental Authorities and making all necessary, proper or advisable registrations, filings and notices and taking all steps as may be necessary to obtain an approval, waiver, expiration of applicable waiting period, or exemption from any Governmental Authority (including under the HSR Act and from all applicable Gaming Authorities); (ii) obtaining all necessary, proper or advisable consents, qualifications, approvals, waivers or exemptions from non-governmental Persons; and (iii) executing and delivering any additional documents or instruments necessary, proper or advisable to consummate the Contemplated Transactions and to fully carry out the purposes of this Agreement and (y) with respect to Purchaser, (i) proposing, negotiating, committing to and effecting by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition of such assets or businesses of the Company and its Subsidiaries or Purchaser and its Subsidiaries (or a combination thereof), and (ii) otherwise taking or committing to take actions that limit the Company’s or its Subsidiaries’ or Purchaser’s or its Subsidiaries’ (or a combination thereof) businesses, product lines or assets, in each case, as may be required in order to avoid the entry of, or to effect the dissolution of, any Order, injunction, temporary restraining order, or other Order in any Proceeding, which would otherwise have the effect of preventing or materially delaying the consummation of the Contemplated Transactions. Notwithstanding anything set forth in this Agreement, including the foregoing, under no circumstances shall Purchaser or any of its Subsidiaries be required, and Seller and the Company and its Subsidiaries shall not be permitted (without Purchaser’s written consent in its sole discretion), to take any action, or commit to take any action, or agree to any condition or restriction, involving Purchaser, the Company or their respective Subsidiaries pursuant to this Section 5.2 or otherwise in connection with obtaining the foregoing actions or nonactions, waivers, clearances, permits, consents, approvals, expirations, terminations and authorizations of any third party or Governmental Authority (including under the HSR Act and from all applicable Gaming Authorities), that (x) is not conditioned on the consummation of the Contemplated Transactions or (y) would have or would reasonably be expected to result in a material adverse effect on (i) Purchaser and its Subsidiaries, taken as a whole (before giving effect to the Contemplated Transactions), (ii) the Genesis Companies, or (iii) Purchaser and its Subsidiaries (including the Genesis Companies) after giving effect to the Contemplated Transactions, taken as a whole, but measured for purposes of this clause (iii) on a scale relative to the Genesis Companies before giving effect to the Contemplated Transactions (a “Materially Burdensome Condition”); provided, that, if requested by Purchaser, Seller will cause the Company and its Subsidiaries to take or commit to take any such action, or agree to any such condition or restriction, so long as such action, commitment, agreement, condition or restriction is binding on the Genesis Companies only in the event the Closing occurs.

Approvals and Filings. (a) Subject to Upon the terms and subject to the conditions set forth in this Agreement, including Section 5.2(e), Purchaser each of JAXB and Seller agree ABCB agrees to use their its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, and to assist and cooperate with each the other party in doing, all things necessary, proper or advisable to fulfill all conditions applicable to Purchaser such party and Seller its respective Subsidiaries pursuant to this Agreement and the Bank Merger Agreement and to consummate and make effective, in the most expeditious manner practicable, the Contemplated Transactionstransactions contemplated by this Agreement and the Bank Merger Agreement, including, (x) with respect to each of Purchaser and Seller, including (i) obtaining all Regulatory Approvals and all other necessary, proper or advisable actions or non-actions, waivers, consents, qualifications and approvals from Governmental Authorities and making all necessary, proper or advisable registrations, filings and notices and taking all steps as may be necessary to obtain an approval, waiver, expiration of applicable waiting period, waiver or exemption from any Governmental Authority; provided, however, that nothing contained herein shall be deemed to require ABCB, or require or permit JAXB, to take any action, or commit to take any action, or agree to any condition or restriction, in connection with obtaining the permits, consents, approvals and authorizations of any Governmental Authority that would (including under A) reasonably be expected to result in ABCB or Ameris Bank becoming subject to any cease-and-desist order or other order, formal or informal enforcement action issued by, or written agreement, consent agreement, operating agreement, memorandum of understanding, commitment letter or similar undertaking with, or any request to adopt any board resolutions by, any Governmental Authority or (B) reasonably be expected to have a Material Adverse Effect on the HSR Act Surviving Corporation and from all applicable Gaming Authoritiesits Subsidiaries, taken as a whole, after giving effect to the Merger (including, for the avoidance of doubt, any determination by any Regulatory Agency or other Governmental Authority that the Bank Merger may not be consummated as contemplated herein or in a substantially similar manner immediately following the Effective Time or that any JAXB Regulatory Agreement will not terminate and be of no further force as of and following the consummation of the Bank Merger) (any of the foregoing matters in clauses (A) and (B), a “Materially Burdensome Regulatory Condition”); (ii) obtaining all necessary, proper or advisable consents, qualifications, approvals, waivers or exemptions from non-governmental nongovernmental Persons; and (iii) executing and delivering any additional documents or instruments necessary, proper or advisable to consummate the Contemplated Transactions transactions contemplated by, and to fully carry out the purposes of of, this Agreement and (y) with respect to Purchaser, (i) proposing, negotiating, committing to and effecting by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition of such assets or businesses of the Company and its Subsidiaries or Purchaser and its Subsidiaries (or a combination thereof), and (ii) otherwise taking or committing to take actions that limit the Company’s or its Subsidiaries’ or Purchaser’s or its Subsidiaries’ (or a combination thereof) businesses, product lines or assets, in each case, as may be required in order to avoid the entry of, or to effect the dissolution of, any Order, injunction, temporary restraining order, or other Order in any Proceeding, which would otherwise have the effect of preventing or materially delaying the consummation of the Contemplated Transactions. Notwithstanding anything set forth in this Bank Merger Agreement, including the foregoing, under no circumstances shall Purchaser or any of its Subsidiaries be required, and Seller and the Company and its Subsidiaries shall not be permitted (without Purchaser’s written consent in its sole discretion), to take any action, or commit to take any action, or agree to any condition or restriction, involving Purchaser, the Company or their respective Subsidiaries pursuant to this Section 5.2 or otherwise in connection with obtaining the foregoing actions or nonactions, waivers, clearances, permits, consents, approvals, expirations, terminations and authorizations of any third party or Governmental Authority (including under the HSR Act and from all applicable Gaming Authorities), that (x) is not conditioned on the consummation of the Contemplated Transactions or (y) would have or would reasonably be expected to result in a material adverse effect on (i) Purchaser and its Subsidiaries, taken as a whole (before giving effect to the Contemplated Transactions), (ii) the Genesis Companies, or (iii) Purchaser and its Subsidiaries (including the Genesis Companies) after giving effect to the Contemplated Transactions, taken as a whole, but measured for purposes of this clause (iii) on a scale relative to the Genesis Companies before giving effect to the Contemplated Transactions (a “Materially Burdensome Condition”); provided, that, if requested by Purchaser, Seller will cause the Company and its Subsidiaries to take or commit to take any such action, or agree to any such condition or restriction, so long as such action, commitment, agreement, condition or restriction is binding on the Genesis Companies only in the event the Closing occurs.

Approvals and Filings. (a) Subject to Upon the terms and subject to the conditions set forth in this Agreement, including Section 5.2(e), Purchaser each of FSC and Seller agree ABCB agrees to use their its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, and to assist and cooperate with each the other party in doing, all things necessary, proper or advisable to fulfill all conditions applicable to Purchaser such party and Seller its respective Subsidiaries pursuant to this Agreement and the Bank Merger Agreement and to consummate and make effective, in the most expeditious manner practicable, the Contemplated Transactionstransactions contemplated by this Agreement and the Bank Merger Agreement, including, (x) with respect to each of Purchaser and Seller, : (i) obtaining all Regulatory Approvals and all other necessary, proper or advisable actions or non-actions, waivers, consents, qualifications and approvals from Governmental Authorities and making all necessary, proper or advisable registrations, filings and notices and taking all steps as may be necessary to obtain an approval, waiver, expiration of applicable waiting period, waiver or exemption from any Governmental Authority; provided, however, that nothing contained herein shall be deemed to require ABCB, or require or permit FSC, to take any action, or commit to take any action, or agree to any condition or restriction, in connection with obtaining the permits, consents, approvals and authorizations of any Governmental Authority that would reasonably be expected to have a material adverse effect (including under measured on a scale relative to FSC and its Subsidiaries taken as a whole) on the HSR Act Surviving Corporation and from all applicable Gaming Authoritiesits Subsidiaries, after giving effect to the Merger (a “Materially Burdensome Regulatory Condition”); (ii) obtaining all necessary, proper or advisable consents, qualifications, approvals, waivers or exemptions from non-governmental nongovernmental Persons; and (iii) executing and delivering any additional documents or instruments necessary, proper or advisable to consummate the Contemplated Transactions transactions contemplated by, and to fully carry out the purposes of of, this Agreement and (y) with respect to Purchaser, (i) proposing, negotiating, committing to and effecting by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition of such assets or businesses of the Company and its Subsidiaries or Purchaser and its Subsidiaries (or a combination thereof), and (ii) otherwise taking or committing to take actions that limit the Company’s or its Subsidiaries’ or Purchaser’s or its Subsidiaries’ (or a combination thereof) businesses, product lines or assets, in each case, as may be required in order to avoid the entry of, or to effect the dissolution of, any Order, injunction, temporary restraining order, or other Order in any Proceeding, which would otherwise have the effect of preventing or materially delaying the consummation of the Contemplated Transactions. Notwithstanding anything set forth in this Bank Merger Agreement, including the foregoing, under no circumstances shall Purchaser or any of its Subsidiaries be required, and Seller and the Company and its Subsidiaries shall not be permitted (without Purchaser’s written consent in its sole discretion), to take any action, or commit to take any action, or agree to any condition or restriction, involving Purchaser, the Company or their respective Subsidiaries pursuant to this Section 5.2 or otherwise in connection with obtaining the foregoing actions or nonactions, waivers, clearances, permits, consents, approvals, expirations, terminations and authorizations of any third party or Governmental Authority (including under the HSR Act and from all applicable Gaming Authorities), that (x) is not conditioned on the consummation of the Contemplated Transactions or (y) would have or would reasonably be expected to result in a material adverse effect on (i) Purchaser and its Subsidiaries, taken as a whole (before giving effect to the Contemplated Transactions), (ii) the Genesis Companies, or (iii) Purchaser and its Subsidiaries (including the Genesis Companies) after giving effect to the Contemplated Transactions, taken as a whole, but measured for purposes of this clause (iii) on a scale relative to the Genesis Companies before giving effect to the Contemplated Transactions (a “Materially Burdensome Condition”); provided, that, if requested by Purchaser, Seller will cause the Company and its Subsidiaries to take or commit to take any such action, or agree to any such condition or restriction, so long as such action, commitment, agreement, condition or restriction is binding on the Genesis Companies only in the event the Closing occurs.

Approvals and Filings. (a) Subject to Upon the terms and subject to the conditions set forth in this Agreement, including Section 5.2(e), Purchaser each of Parent and Seller agree the Company agrees to use their its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, and to assist and cooperate with each the other party in doing, all things necessary, proper or advisable to fulfill all conditions applicable to Purchaser and Seller such party pursuant to this Agreement and to consummate and make effective, in the most expeditious manner practicable, the Contemplated Transactionstransactions contemplated by this Agreement, including, (x) with respect to each of Purchaser and Seller, including (i) obtaining all Regulatory Approvals and obtaining all other necessary, proper or advisable actions or non-actionsadvisable, waivers, consents, qualifications and approvals from Governmental Authorities and making all necessary, proper or advisable registrations, filings and notices and taking all steps actions and inactions as may be necessary to obtain an approval, consent, waiver, expiration of applicable waiting period, qualification or exemption from or provide a notice to any Governmental Authority; provided that nothing contained herein shall be deemed to require Parent or require or permit the Company, to take any action, or commit to take any action, or agree to any condition or restriction, in connection with obtaining the permits, consents, approvals and authorizations of or providing notice to any Governmental Authority that would (including under A) reasonably be expected to result in Parent or its Subsidiaries becoming subject to any cease-and-desist order or other order, formal enforcement action or directive issued by, or written agreement, consent agreement, operating agreement, memorandum of understanding, commitment letter or similar undertaking with, or any request to adopt any board resolutions by, any Governmental Authority, in each case resulting from or arising out of the HSR Act conduct of the Company’s business or that in any manner relates to the Company, or (B) reasonably be expected to have a material adverse effect on the Surviving Corporation and from all applicable Gaming Authoritiesits Subsidiaries, taken as a whole, after giving effect to the Merger, measured on a scale relative to the Company and its Subsidiaries, taken as a whole, including, for the avoidance of doubt, any determination by any Regulatory Agency or Government Authority that the Merger may not be consummated as contemplated herein or in a substantially similar manner immediately following the Effective Time (any of the foregoing matters in clauses (A) and (B), a “Materially Burdensome Regulatory Condition”); (ii) obtaining all necessary, proper or advisable consents, qualifications, approvals, waivers or exemptions from non-governmental or providing notice to nongovernmental Persons; and (iii) executing and delivering any additional documents or instruments necessary, proper or advisable to consummate the Contemplated Transactions transactions contemplated by, and to fully carry out the purposes of of, this Agreement and (y) with respect to Purchaser, (i) proposing, negotiating, committing to and effecting by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition of such assets or businesses of the Company and its Subsidiaries or Purchaser and its Subsidiaries (or a combination thereof), and (ii) otherwise taking or committing to take actions that limit the Company’s or its Subsidiaries’ or Purchaser’s or its Subsidiaries’ (or a combination thereof) businesses, product lines or assets, in each case, as may be required in order to avoid the entry of, or to effect the dissolution of, any Order, injunction, temporary restraining order, or other Order in any Proceeding, which would otherwise have the effect of preventing or materially delaying the consummation of the Contemplated Transactions. Notwithstanding anything set forth in this Bank Merger Agreement, including assisting Parent with preparing to integrate the foregoingparties hereto after Closing as promptly and efficiently as reasonably practicable, under no circumstances shall Purchaser or any of its Subsidiaries be required, subject to Sections 5.4 and Seller and the Company and its Subsidiaries shall not be permitted (without Purchaser’s written consent in its sole discretion), to take any action, or commit to take any action, or agree to any condition or restriction, involving Purchaser, the Company or their respective Subsidiaries pursuant to this Section 5.2 or otherwise in connection with obtaining the foregoing actions or nonactions, waivers, clearances, permits, consents, approvals, expirations, terminations and authorizations of any third party or Governmental Authority (including under the HSR Act and from all applicable Gaming Authorities), that (x) is not conditioned on the consummation of the Contemplated Transactions or (y) would have or would reasonably be expected to result in a material adverse effect on (i) Purchaser and its Subsidiaries, taken as a whole (before giving effect to the Contemplated Transactions), (ii) the Genesis Companies, or (iii) Purchaser and its Subsidiaries (including the Genesis Companies) after giving effect to the Contemplated Transactions, taken as a whole, but measured for purposes of this clause (iii) on a scale relative to the Genesis Companies before giving effect to the Contemplated Transactions (a “Materially Burdensome Condition”); provided, that, if requested by Purchaser, Seller will cause the Company and its Subsidiaries to take or commit to take any such action, or agree to any such condition or restriction, so long as such action, commitment, agreement, condition or restriction is binding on the Genesis Companies only in the event the Closing occurs5.7 hereof.

Approvals and Filings. (a) Subject to Upon the terms and subject to the conditions set forth in this Agreement, including Section 5.2(e), Purchaser each of Stonegate and Seller agree Parent agrees to use their its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, and to assist and cooperate with each the other party in doing, all things necessary, proper or advisable to fulfill all conditions applicable to Purchaser such party and Seller its respective Subsidiaries pursuant to this Agreement and to consummate and make effective, in the most expeditious manner practicable, the Contemplated Transactionstransactions contemplated by this Agreement, including, (x) with respect to each of Purchaser and Seller, including (i) obtaining all Regulatory Approvals and all other approvals necessary, proper or advisable actions or non-actions, waivers, consents, qualifications and approvals from Governmental Authorities and making all necessary, proper or advisable registrations, filings and notices and taking all steps as may be necessary to obtain an approval, waiver, expiration of applicable waiting period, waiver or exemption from any Governmental Authority; provided that nothing contained herein shall be deemed to require Parent, or require or permit Stonegate, to take any action, or commit to take any action, or agree to any condition or restriction, in connection with obtaining the permits, consents, approvals and authorizations of any Governmental Authority that would (including under A) reasonably be expected to result in Parent or Subsidiary Bank becoming subject to any cease-and-desist order or other order, formal or informal enforcement action issued by, or written agreement, consent agreement, operating agreement, memorandum of understanding, commitment letter or similar undertaking with, or any request to adopt any board resolutions by, any Governmental Authority, in each case solely resulting from or arising out of the HSR Act conduct of Stonegate’s business, or (B) reasonably be expected to have a Material Adverse Effect on the Surviving Corporation and from all applicable Gaming Authoritiesits Subsidiaries, taken as a whole, after giving effect to the Merger, (including, for the avoidance of doubt, any determination by any Regulatory Agency or other Governmental Authority that the Merger may not be consummated as contemplated herein or in a substantially similar manner immediately following the Effective Time or that any Stonegate Regulatory Agreement will not terminate and be of no further force and as of and following the consummation of the Merger) (any of the foregoing matters in clauses (A) and (B), a “Materially Burdensome Regulatory Condition”); (ii) obtaining all necessary, proper or advisable consents, qualifications, approvals, waivers or exemptions from non-governmental nongovernmental Persons; and (iii) executing and delivering any additional documents or instruments necessary, proper or advisable to consummate the Contemplated Transactions transactions contemplated by, and to fully carry out the purposes of this Agreement and (y) with respect to Purchaser, (i) proposing, negotiating, committing to and effecting by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition of such assets or businesses of the Company and its Subsidiaries or Purchaser and its Subsidiaries (or a combination thereof), and (ii) otherwise taking or committing to take actions that limit the Company’s or its Subsidiaries’ or Purchaser’s or its Subsidiaries’ (or a combination thereof) businesses, product lines or assets, in each case, as may be required in order to avoid the entry of, or to effect the dissolution of, any Order, injunction, temporary restraining order, or other Order in any Proceeding, which would otherwise have the effect of preventing or materially delaying the consummation of the Contemplated Transactions. Notwithstanding anything set forth in this Agreement, including the foregoing, under no circumstances shall Purchaser or any of its Subsidiaries be required, and Seller and the Company and its Subsidiaries shall not be permitted (without Purchaser’s written consent in its sole discretion), to take any action, or commit to take any action, or agree to any condition or restriction, involving Purchaser, the Company or their respective Subsidiaries pursuant to this Section 5.2 or otherwise in connection with obtaining the foregoing actions or nonactions, waivers, clearances, permits, consents, approvals, expirations, terminations and authorizations of any third party or Governmental Authority (including under the HSR Act and from all applicable Gaming Authorities), that (x) is not conditioned on the consummation of the Contemplated Transactions or (y) would have or would reasonably be expected to result in a material adverse effect on (i) Purchaser and its Subsidiaries, taken as a whole (before giving effect to the Contemplated Transactions), (ii) the Genesis Companies, or (iii) Purchaser and its Subsidiaries (including the Genesis Companies) after giving effect to the Contemplated Transactions, taken as a whole, but measured for purposes of this clause (iii) on a scale relative to the Genesis Companies before giving effect to the Contemplated Transactions (a “Materially Burdensome Condition”); provided, that, if requested by Purchaser, Seller will cause the Company and its Subsidiaries to take or commit to take any such action, or agree to any such condition or restriction, so long as such action, commitment, agreement, condition or restriction is binding on the Genesis Companies only in the event the Closing occurs.

Approvals and Filings. (a) Subject to Upon the terms and subject to the conditions set forth in this Agreement, including Section 5.2(e)each of Insight, Purchaser Parent and Seller agree First Financial agrees to use their its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, and to assist and cooperate with each the other party in doing, all things necessary, proper or advisable to fulfill all conditions applicable to Purchaser and Seller such party pursuant to this Agreement and to consummate and make effective, in the most expeditious manner practicable, the Contemplated Transactionstransactions contemplated by this Agreement, including, (x) with respect to each of Purchaser and Seller, including (i) obtaining all Regulatory Approvals and all other approvals necessary, proper or advisable actions or non-actions, waivers, consents, qualifications and approvals from Governmental Authorities and making all necessary, proper or advisable registrations, filings and notices and taking all steps as may be necessary to obtain an approval, waiver, expiration of applicable waiting period, waiver or exemption from any Governmental Authority; provided that (A) nothing herein shall be deemed to require a party to take any action, or commit to take any action, in connection with obtaining such Regulatory Approvals, waivers, exemptions, consents or qualifications if the taking of such action is likely to result in a condition or restriction that would reasonably be expected to have a material adverse effect on the business, financial condition or results of operations of such party, and (B) the obligation of Parent and First Financial to take all appropriate actions shall not be construed as including an obligation to accept any terms of or conditions to a consent, authorization, order, or approval of, or any exemption by, any Governmental Authority (including under or other party that are not acceptable to Parent or First Financial, in their reasonable discretion, or to change the HSR Act and from all applicable Gaming Authorities)business practices of Parent or First Financial or any of its Subsidiaries in a manner not acceptable to Parent or First Financial, in their reasonable discretion; (ii) obtaining all necessary, proper or advisable consents, qualifications, approvals, waivers or exemptions from non-governmental nongovernmental Persons; and (iii) executing and delivering any additional documents or instruments necessary, proper or advisable to consummate the Contemplated Transactions transactions contemplated by, and to fully carry out the purposes of this Agreement and (y) with respect to Purchaser, (i) proposing, negotiating, committing to and effecting by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition of such assets or businesses of the Company and its Subsidiaries or Purchaser and its Subsidiaries (or a combination thereof), and (ii) otherwise taking or committing to take actions that limit the Company’s or its Subsidiaries’ or Purchaser’s or its Subsidiaries’ (or a combination thereof) businesses, product lines or assets, in each case, as may be required in order to avoid the entry of, or to effect the dissolution of, any Order, injunction, temporary restraining order, or other Order in any Proceeding, which would otherwise have the effect of preventing or materially delaying the consummation of the Contemplated Transactions. Notwithstanding anything set forth in this Agreement, including the foregoing, under no circumstances shall Purchaser or any of its Subsidiaries be required, and Seller and the Company and its Subsidiaries shall not be permitted (without Purchaser’s written consent in its sole discretion), to take any action, or commit to take any action, or agree to any condition or restriction, involving Purchaser, the Company or their respective Subsidiaries pursuant to this Section 5.2 or otherwise in connection with obtaining the foregoing actions or nonactions, waivers, clearances, permits, consents, approvals, expirations, terminations and authorizations of any third party or Governmental Authority (including under the HSR Act and from all applicable Gaming Authorities), that (x) is not conditioned on the consummation of the Contemplated Transactions or (y) would have or would reasonably be expected to result in a material adverse effect on (i) Purchaser and its Subsidiaries, taken as a whole (before giving effect to the Contemplated Transactions), (ii) the Genesis Companies, or (iii) Purchaser and its Subsidiaries (including the Genesis Companies) after giving effect to the Contemplated Transactions, taken as a whole, but measured for purposes of this clause (iii) on a scale relative to the Genesis Companies before giving effect to the Contemplated Transactions (a “Materially Burdensome Condition”); provided, that, if requested by Purchaser, Seller will cause the Company and its Subsidiaries to take or commit to take any such action, or agree to any such condition or restriction, so long as such action, commitment, agreement, condition or restriction is binding on the Genesis Companies only in the event the Closing occurs.

Approvals and Filings. (a) Subject to Upon the terms and subject to the conditions set forth in this Agreement, including Section 5.2(e)each of NewDominion, Purchaser Parent and Seller agree Park National agrees to use their its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, and to assist and cooperate with each the other party in doing, all things necessary, proper or advisable to fulfill all conditions applicable to Purchaser and Seller such party pursuant to this Agreement and to consummate and make effective, in the most expeditious manner practicable, the Contemplated Transactionstransactions contemplated by this Agreement, including, (x) with respect to each of Purchaser and Seller, including (i) obtaining all Regulatory Approvals and all other approvals necessary, proper or advisable actions or non-actions, waivers, consents, qualifications and approvals from Governmental Authorities and making all necessary, proper or advisable registrations, filings and notices and taking all steps as may be necessary to obtain an approval, waiver, expiration of applicable waiting period, waiver or exemption from any Governmental Authority; provided that nothing contained herein shall be deemed to require Parent or Park National, or require or permit NewDominion, to take any action, or commit to take any action, or agree to any condition or restriction, in connection with obtaining the permits, consents, approvals and authorizations of any Governmental Authority that would (including under A) reasonably be expected to result in Parent or Park National becoming subject to any cease-and-desist order or other order, formal or informal enforcement action or directive issued by, or written agreement, consent agreement, operating agreement, memorandum of understanding, commitment letter or similar undertaking with, or any request to adopt any board resolutions by, any Governmental Authority, in each case resulting from or arising out of the HSR Act conduct of NewDominion’s business or that in any manner relates to NewDominion, or (B) reasonably be expected to have a material adverse effect on the Surviving Bank and from all applicable Gaming Authoritiesits Subsidiaries, taken as a whole, after giving effect to the Merger, measured on a scale relative to NewDominion and its Subsidiaries, taken as a whole, including, for the avoidance of doubt, any determination by any Regulatory Agency or Government Authority that the Merger may not be consummated as contemplated herein or in a substantially similar manner immediately following the Effective Time or that any NewDominion Regulatory Agreement will not terminate and be of no further force and effect as of and following the consummation of the Merger (any of the foregoing matters in clauses (A) and (B), a “Materially Burdensome Regulatory Condition”); (ii) obtaining all necessary, proper or advisable consents, qualifications, approvals, waivers or exemptions from non-governmental nongovernmental Persons; and (iii) executing and delivering any additional documents or instruments necessary, proper or advisable to consummate the Contemplated Transactions transactions contemplated by, and to fully carry out the purposes of this Agreement and (y) with respect to Purchaser, (i) proposing, negotiating, committing to and effecting by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition of such assets or businesses of the Company and its Subsidiaries or Purchaser and its Subsidiaries (or a combination thereof), and (ii) otherwise taking or committing to take actions that limit the Company’s or its Subsidiaries’ or Purchaser’s or its Subsidiaries’ (or a combination thereof) businesses, product lines or assets, in each case, as may be required in order to avoid the entry of, or to effect the dissolution of, any Order, injunction, temporary restraining order, or other Order in any Proceeding, which would otherwise have the effect of preventing or materially delaying the consummation of the Contemplated Transactions. Notwithstanding anything set forth in this Agreement, including the foregoing, under no circumstances shall Purchaser or any of its Subsidiaries be required, and Seller and the Company and its Subsidiaries shall not be permitted (without Purchaser’s written consent in its sole discretion), to take any action, or commit to take any action, or agree to any condition or restriction, involving Purchaser, the Company or their respective Subsidiaries pursuant to this Section 5.2 or otherwise in connection with obtaining the foregoing actions or nonactions, waivers, clearances, permits, consents, approvals, expirations, terminations and authorizations of any third party or Governmental Authority (including under the HSR Act and from all applicable Gaming Authorities), that (x) is not conditioned on the consummation of the Contemplated Transactions or (y) would have or would reasonably be expected to result in a material adverse effect on (i) Purchaser and its Subsidiaries, taken as a whole (before giving effect to the Contemplated Transactions), (ii) the Genesis Companies, or (iii) Purchaser and its Subsidiaries (including the Genesis Companies) after giving effect to the Contemplated Transactions, taken as a whole, but measured for purposes of this clause (iii) on a scale relative to the Genesis Companies before giving effect to the Contemplated Transactions (a “Materially Burdensome Condition”); provided, that, if requested by Purchaser, Seller will cause the Company and its Subsidiaries to take or commit to take any such action, or agree to any such condition or restriction, so long as such action, commitment, agreement, condition or restriction is binding on the Genesis Companies only in the event the Closing occurs.

Approvals and Filings. (a) Subject to Upon the terms and subject to the conditions set forth in this Agreement, including Section 5.2(e), Purchaser each of HSB and Seller agree ABCB agrees to use their its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, and to assist and cooperate with each the other party in doing, all things necessary, proper or advisable to fulfill all conditions applicable to Purchaser such party and Seller its respective Subsidiaries pursuant to this Agreement and the Bank Merger Agreement and to consummate and make effective, in the most expeditious manner practicable, the Contemplated Transactionstransactions contemplated by this Agreement and the Bank Merger Agreement, including, (x) with respect to each of Purchaser and Seller, : (i) obtaining all Regulatory Approvals and all other necessary, proper or advisable actions or non-actions, waivers, consents, qualifications and approvals from Governmental Authorities (including the final consent of the FDIC to the assignment, assumption and transfer of all purchase and assumption and related loss-share agreements, that have not been terminated, between Xxxxxxxx and the FDIC, as receiver and acting in its corporate capacity, to ABCB and Ameris) and making all necessary, proper or advisable registrations, filings and notices and taking all steps as may be necessary to obtain an approval, waiver, expiration of applicable waiting period, waiver or exemption from any Governmental Authority; provided, however, that nothing contained herein shall be deemed to require ABCB, or require or permit HSB, to take any action, or commit to take any action, or agree to any condition or restriction, in connection with obtaining the permits, consents, approvals and authorizations of any Governmental Authority that (including under A) would reasonably be expected to result in ABCB or Ameris becoming subject to any material and adverse cease-and-desist order or other material and adverse order, formal or informal enforcement action issued by, or written agreement, consent agreement, operating agreement, memorandum of understanding, commitment letter or similar material and adverse undertaking with, or any request to adopt any material and adverse board resolutions by, any Governmental Authority, or (B) would reasonably be expected to have a Material Adverse Effect on ABCB after giving effect to the HSR Act Merger (including, for the avoidance of doubt, any determination by any Regulatory Agency or other Governmental Authority that the Bank Merger may not be consummated as contemplated herein or in a substantially similar manner immediately following the Effective Time or that any HSB Regulatory Agreement will not terminate and from all applicable Gaming Authoritiesbe of no further force as of and following the consummation of the Bank Merger) (any of the foregoing matters in clauses (A) and (B), a “Materially Burdensome Regulatory Condition”); (ii) obtaining all necessary, proper or advisable consents, qualifications, approvals, waivers or exemptions from non-governmental nongovernmental Persons; and (iii) executing and delivering any additional documents or instruments necessary, proper or advisable to consummate the Contemplated Transactions transactions contemplated by, and to fully carry out the purposes of of, this Agreement and (y) with respect to Purchaser, (i) proposing, negotiating, committing to and effecting by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition of such assets or businesses of the Company and its Subsidiaries or Purchaser and its Subsidiaries (or a combination thereof), and (ii) otherwise taking or committing to take actions that limit the Company’s or its Subsidiaries’ or Purchaser’s or its Subsidiaries’ (or a combination thereof) businesses, product lines or assets, in each case, as may be required in order to avoid the entry of, or to effect the dissolution of, any Order, injunction, temporary restraining order, or other Order in any Proceeding, which would otherwise have the effect of preventing or materially delaying the consummation of the Contemplated TransactionsBank Merger Agreement. Notwithstanding anything set forth in this Agreement, including the foregoing, under no circumstances shall Purchaser or any of its Subsidiaries be required, and Seller and the Company and its Subsidiaries shall not be permitted (without Purchaser’s written consent in its sole discretion), to take any action, or commit to take any action, or agree to any condition or restriction, involving Purchaser, the Company or their respective Subsidiaries pursuant to this Section 5.2 or otherwise in connection with obtaining the foregoing actions or nonactions, waivers, clearances, permits, consents, approvals, expirations, terminations and authorizations of any third party or Governmental Authority (including under the HSR Act and from all applicable Gaming Authorities), that (x) is not conditioned on the consummation of the Contemplated Transactions or (y) would have or would reasonably be expected to result in a material adverse effect on (i) Purchaser and its Subsidiaries, taken as a whole (before giving effect to the Contemplated Transactions), (ii) the Genesis Companies, or (iii) Purchaser and its Subsidiaries (including the Genesis Companies) after giving effect to the Contemplated Transactions, taken as a whole, but measured for purposes of this clause (iii) on a scale relative to the Genesis Companies before giving effect to the Contemplated Transactions (a “Materially Burdensome Condition”); provided, that, if requested by Purchaser, Seller will cause the Company and its Subsidiaries to take or commit to take any such action, or agree to any such condition or restriction, so long as such action, commitment, agreement, condition or restriction is binding on the Genesis Companies only in the event the Closing occurs.55

Approvals and Filings. (a) Subject to Upon the terms and subject to the conditions set forth in this Agreement, including Section 5.2(e), Purchaser each of BKYF and Seller agree Parent agrees to use their its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, and to assist and cooperate with each the other party in doing, all things necessary, proper or advisable to fulfill all conditions applicable to Purchaser such party and Seller its respective Subsidiaries pursuant to this Agreement and the Bank Merger Agreement and to consummate and make effective, in the most expeditious manner practicable, the Contemplated Transactionstransactions contemplated by this Agreement and the Bank Merger Agreement, including, (x) with respect to each of Purchaser and Seller, including (i) obtaining all Regulatory Approvals and all other approvals necessary, proper or advisable actions or non-actions, waivers, consents, qualifications and approvals from Governmental Authorities and making all necessary, proper or advisable registrations, filings and notices and taking all steps as may be necessary to obtain an approval, waiver, expiration of applicable waiting period, waiver or exemption from any Governmental Authority; provided that nothing contained herein shall be deemed to require Parent, or require or permit BKYF, to take any action, or commit to take any action, or agree to any condition or restriction, in connection with obtaining the permits, consents, approvals and authorizations of any Governmental Authority that would (including under A) reasonably be expected to result in Parent or Subsidiary Bank becoming subject to any cease-and-desist order or other order, formal or informal enforcement action issued by, or written agreement, consent agreement, operating agreement, memorandum of understanding, commitment letter or similar undertaking with, or any request to adopt any board resolutions by, any Governmental Authority, in each case solely resulting from or arising out of the HSR Act conduct of BKYF’s or BOK’s business, or (B) reasonably be expected to have a Material Adverse Effect on the Surviving Corporation and from all applicable Gaming Authoritiesits Subsidiaries, taken as a whole, after giving effect to the Merger, (including, for the avoidance of doubt, any determination by any Regulatory Agency or other Governmental Authority that the Bank Merger may not be consummated as contemplated herein or in a substantially similar manner immediately following the Effective Time or that any BKYF Regulatory Agreement will not terminate and be of no further force and as of and following the consummation of the Bank Merger) (any of the foregoing matters in clauses (A) and (B), a “Materially Burdensome Regulatory Condition”); (ii) obtaining all necessary, proper or advisable consents, qualifications, approvals, waivers or exemptions from non-governmental nongovernmental Persons; and (iii) executing and delivering any additional documents or instruments necessary, proper or advisable to consummate the Contemplated Transactions transactions contemplated by, and to fully carry out the purposes of of, this Agreement and (y) with respect to Purchaser, (i) proposing, negotiating, committing to and effecting by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition of such assets or businesses of the Company and its Subsidiaries or Purchaser and its Subsidiaries (or a combination thereof), and (ii) otherwise taking or committing to take actions that limit the Company’s or its Subsidiaries’ or Purchaser’s or its Subsidiaries’ (or a combination thereof) businesses, product lines or assets, in each case, as may be required in order to avoid the entry of, or to effect the dissolution of, any Order, injunction, temporary restraining order, or other Order in any Proceeding, which would otherwise have the effect of preventing or materially delaying the consummation of the Contemplated Transactions. Notwithstanding anything set forth in this Bank Merger Agreement, including the foregoing, under no circumstances shall Purchaser or any of its Subsidiaries be required, and Seller and the Company and its Subsidiaries shall not be permitted (without Purchaser’s written consent in its sole discretion), to take any action, or commit to take any action, or agree to any condition or restriction, involving Purchaser, the Company or their respective Subsidiaries pursuant to this Section 5.2 or otherwise in connection with obtaining the foregoing actions or nonactions, waivers, clearances, permits, consents, approvals, expirations, terminations and authorizations of any third party or Governmental Authority (including under the HSR Act and from all applicable Gaming Authorities), that (x) is not conditioned on the consummation of the Contemplated Transactions or (y) would have or would reasonably be expected to result in a material adverse effect on (i) Purchaser and its Subsidiaries, taken as a whole (before giving effect to the Contemplated Transactions), (ii) the Genesis Companies, or (iii) Purchaser and its Subsidiaries (including the Genesis Companies) after giving effect to the Contemplated Transactions, taken as a whole, but measured for purposes of this clause (iii) on a scale relative to the Genesis Companies before giving effect to the Contemplated Transactions (a “Materially Burdensome Condition”); provided, that, if requested by Purchaser, Seller will cause the Company and its Subsidiaries to take or commit to take any such action, or agree to any such condition or restriction, so long as such action, commitment, agreement, condition or restriction is binding on the Genesis Companies only in the event the Closing occurs.

Approvals and Filings. (a) Subject to Upon the terms and subject to the conditions set forth in this Agreement, including Section 5.2(e), Purchaser each of CABF and Seller agree Parent agrees to use their its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, and to assist and cooperate with each the other party in doing, all things necessary, proper or advisable to fulfill all conditions applicable to Purchaser and Seller such party pursuant to this Agreement and to consummate and make effective, in the most expeditious manner practicable, the Contemplated Transactionstransactions contemplated by this Agreement, including, (x) with respect to each of Purchaser and Seller, including (i) obtaining all Regulatory Approvals and all other approvals necessary, proper or advisable actions or non-actions, waivers, consents, qualifications and approvals from Governmental Authorities and making all necessary, proper or advisable registrations, filings and notices and taking all steps as may be necessary to obtain an approval, waiver, expiration of applicable waiting period, waiver or exemption from any Governmental Authority; provided that nothing contained herein shall be deemed to require Parent, or require or permit CABF, to take any action, or commit to take any action, or agree to any condition or restriction, in connection with obtaining the permits, consents, approvals and authorizations of any Governmental Authority that would (including under A) reasonably be expected to result in Parent becoming subject to any cease-and-desist order or other order, formal or informal enforcement action or directive issued by, or written agreement, consent agreement, operating agreement, memorandum of understanding, commitment letter or similar undertaking with, or any request to adopt any board resolutions by, any Governmental Authority, in each case resulting from or arising out of the HSR Act conduct of CABF’s business or that in any manner relates to CABF, or (B) reasonably be expected to have a material adverse effect on the Surviving Corporation and from all applicable Gaming Authoritiesits Subsidiaries, taken as a whole, after giving effect to the Merger, measured on a scale relative to CABF and its Subsidiaries, taken as a whole, including, for the avoidance of doubt, any determination by any Regulatory Agency or Government Authority that the Merger may not be consummated as contemplated herein or in a substantially similar manner immediately following the Effective Time or that any CABF Regulatory Agreement will not terminate and be of no further force and effect as of and following the consummation of the Merger (any of the foregoing matters in clauses (A) and (B), a “Materially Burdensome Regulatory Condition”); (ii) obtaining all necessary, proper or advisable consents, qualifications, approvals, waivers or exemptions from non-governmental nongovernmental Persons; and (iii) executing and delivering any additional documents or instruments necessary, proper or advisable to consummate the Contemplated Transactions transactions contemplated by, and to fully carry out the purposes of this Agreement and (y) with respect to Purchaser, (i) proposing, negotiating, committing to and effecting by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition of such assets or businesses of the Company and its Subsidiaries or Purchaser and its Subsidiaries (or a combination thereof), and (ii) otherwise taking or committing to take actions that limit the Company’s or its Subsidiaries’ or Purchaser’s or its Subsidiaries’ (or a combination thereof) businesses, product lines or assets, in each case, as may be required in order to avoid the entry of, or to effect the dissolution of, any Order, injunction, temporary restraining order, or other Order in any Proceeding, which would otherwise have the effect of preventing or materially delaying the consummation of the Contemplated Transactions. Notwithstanding anything set forth in this Agreement, including the foregoing, under no circumstances shall Purchaser or any of its Subsidiaries be required, and Seller and the Company and its Subsidiaries shall not be permitted (without Purchaser’s written consent in its sole discretion), to take any action, or commit to take any action, or agree to any condition or restriction, involving Purchaser, the Company or their respective Subsidiaries pursuant to this Section 5.2 or otherwise in connection with obtaining the foregoing actions or nonactions, waivers, clearances, permits, consents, approvals, expirations, terminations and authorizations of any third party or Governmental Authority (including under the HSR Act and from all applicable Gaming Authorities), that (x) is not conditioned on the consummation of the Contemplated Transactions or (y) would have or would reasonably be expected to result in a material adverse effect on (i) Purchaser and its Subsidiaries, taken as a whole (before giving effect to the Contemplated Transactions), (ii) the Genesis Companies, or (iii) Purchaser and its Subsidiaries (including the Genesis Companies) after giving effect to the Contemplated Transactions, taken as a whole, but measured for purposes of this clause (iii) on a scale relative to the Genesis Companies before giving effect to the Contemplated Transactions (a “Materially Burdensome Condition”); provided, that, if requested by Purchaser, Seller will cause the Company and its Subsidiaries to take or commit to take any such action, or agree to any such condition or restriction, so long as such action, commitment, agreement, condition or restriction is binding on the Genesis Companies only in the event the Closing occurs.

Approvals and Filings. (a) Subject to Upon the terms and subject to the conditions set forth in this Agreement, including Section 5.2(e)each of First Bexley, Purchaser Parent and Seller agree First Financial agrees to use their its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, and to assist and cooperate with each the other party in doing, all things necessary, proper or advisable to fulfill all conditions applicable to Purchaser and Seller such party pursuant to this Agreement and to consummate and make effective, in the most expeditious manner practicable, the Contemplated Transactionstransactions contemplated by this Agreement, including, (x) with respect to each of Purchaser and Seller, including (i) obtaining all Regulatory Approvals and all other approvals necessary, proper or advisable actions or non-actions, waivers, consents, qualifications and approvals from Governmental Authorities and making all necessary, proper or advisable registrations, filings and notices and taking all steps as may be necessary to obtain an approval, waiver, expiration of applicable waiting period, waiver or exemption from any Governmental Authority; provided that (A) nothing herein shall be deemed to require a party to take any action, or commit to take any action, in connection with obtaining such Regulatory Approvals, waivers, exemptions, consents or qualifications if the taking of such action is likely to result in a condition or restriction that would reasonably be expected to have a material adverse effect on the business, financial condition or results of operations of such party, and (B) the obligation of Parent and First Financial to take all appropriate actions shall not be construed as including an obligation to accept any terms of or conditions to a consent, authorization, order, or approval of, or any exemption by, any Governmental Authority (including under or other party that are not acceptable to Parent or First Financial, in their reasonable discretion, or to change the HSR Act and from all applicable Gaming Authorities)business practices of Parent or First Financial or any of its Subsidiaries in a manner not acceptable to Parent or First Financial, in their reasonable discretion; (ii) obtaining all necessary, proper or advisable consents, qualifications, approvals, waivers or exemptions from non-governmental nongovernmental Persons; and (iii) executing and delivering any additional documents or instruments necessary, proper or advisable to consummate the Contemplated Transactions transactions contemplated by, and to fully carry out the purposes of this Agreement and (y) with respect to Purchaser, (i) proposing, negotiating, committing to and effecting by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition of such assets or businesses of the Company and its Subsidiaries or Purchaser and its Subsidiaries (or a combination thereof), and (ii) otherwise taking or committing to take actions that limit the Company’s or its Subsidiaries’ or Purchaser’s or its Subsidiaries’ (or a combination thereof) businesses, product lines or assets, in each case, as may be required in order to avoid the entry of, or to effect the dissolution of, any Order, injunction, temporary restraining order, or other Order in any Proceeding, which would otherwise have the effect of preventing or materially delaying the consummation of the Contemplated Transactions. Notwithstanding anything set forth in this Agreement, including the foregoing, under no circumstances shall Purchaser or any of its Subsidiaries be required, and Seller and the Company and its Subsidiaries shall not be permitted (without Purchaser’s written consent in its sole discretion), to take any action, or commit to take any action, or agree to any condition or restriction, involving Purchaser, the Company or their respective Subsidiaries pursuant to this Section 5.2 or otherwise in connection with obtaining the foregoing actions or nonactions, waivers, clearances, permits, consents, approvals, expirations, terminations and authorizations of any third party or Governmental Authority (including under the HSR Act and from all applicable Gaming Authorities), that (x) is not conditioned on the consummation of the Contemplated Transactions or (y) would have or would reasonably be expected to result in a material adverse effect on (i) Purchaser and its Subsidiaries, taken as a whole (before giving effect to the Contemplated Transactions), (ii) the Genesis Companies, or (iii) Purchaser and its Subsidiaries (including the Genesis Companies) after giving effect to the Contemplated Transactions, taken as a whole, but measured for purposes of this clause (iii) on a scale relative to the Genesis Companies before giving effect to the Contemplated Transactions (a “Materially Burdensome Condition”); provided, that, if requested by Purchaser, Seller will cause the Company and its Subsidiaries to take or commit to take any such action, or agree to any such condition or restriction, so long as such action, commitment, agreement, condition or restriction is binding on the Genesis Companies only in the event the Closing occurs.

Approvals and Filings. (a) Subject to Upon the terms and subject to the conditions set forth in this Agreement, including Section 5.2(e), Purchaser each of HSB and Seller agree ABCB agrees to use their its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, and to assist and cooperate with each the other party in doing, all things necessary, proper or advisable to fulfill all conditions applicable to Purchaser such party and Seller its respective Subsidiaries pursuant to this Agreement and the Bank Merger Agreement and to consummate and make effective, in the most expeditious manner practicable, the Contemplated Transactionstransactions contemplated by this Agreement and the Bank Merger Agreement, including, (x) with respect to each of Purchaser and Seller, : (i) obtaining all Regulatory Approvals and all other necessary, proper or advisable actions or non-actions, waivers, consents, qualifications and approvals from Governmental Authorities (including the final consent of the FDIC to the assignment, assumption and transfer of all purchase and assumption and related loss-share agreements, that have not been terminated, between Hxxxxxxx and the FDIC, as receiver and acting in its corporate capacity, to ABCB and Ameris) and making all necessary, proper or advisable registrations, filings and notices and taking all steps as may be necessary to obtain an approval, waiver, expiration of applicable waiting period, waiver or exemption from any Governmental Authority; provided, however, that nothing contained herein shall be deemed to require ABCB, or require or permit HSB, to take any action, or commit to take any action, or agree to any condition or restriction, in connection with obtaining the permits, consents, approvals and authorizations of any Governmental Authority that (including under A) would reasonably be expected to result in ABCB or Ameris becoming subject to any material and adverse cease-and-desist order or other material and adverse order, formal or informal enforcement action issued by, or written agreement, consent agreement, operating agreement, memorandum of understanding, commitment letter or similar material and adverse undertaking with, or any request to adopt any material and adverse board resolutions by, any Governmental Authority, or (B) would reasonably be expected to have a Material Adverse Effect on ABCB after giving effect to the HSR Act Merger (including, for the avoidance of doubt, any determination by any Regulatory Agency or other Governmental Authority that the Bank Merger may not be consummated as contemplated herein or in a substantially similar manner immediately following the Effective Time or that any HSB Regulatory Agreement will not terminate and from all applicable Gaming Authoritiesbe of no further force as of and following the consummation of the Bank Merger) (any of the foregoing matters in clauses (A) and (B), a “Materially Burdensome Regulatory Condition”); (ii) obtaining all necessary, proper or advisable consents, qualifications, approvals, waivers or exemptions from non-governmental nongovernmental Persons; and (iii) executing and delivering any additional documents or instruments necessary, proper or advisable to consummate the Contemplated Transactions transactions contemplated by, and to fully carry out the purposes of of, this Agreement and (y) with respect to Purchaser, (i) proposing, negotiating, committing to and effecting by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition of such assets or businesses of the Company and its Subsidiaries or Purchaser and its Subsidiaries (or a combination thereof), and (ii) otherwise taking or committing to take actions that limit the Company’s or its Subsidiaries’ or Purchaser’s or its Subsidiaries’ (or a combination thereof) businesses, product lines or assets, in each case, as may be required in order to avoid the entry of, or to effect the dissolution of, any Order, injunction, temporary restraining order, or other Order in any Proceeding, which would otherwise have the effect of preventing or materially delaying the consummation of the Contemplated Transactions. Notwithstanding anything set forth in this Bank Merger Agreement, including the foregoing, under no circumstances shall Purchaser or any of its Subsidiaries be required, and Seller and the Company and its Subsidiaries shall not be permitted (without Purchaser’s written consent in its sole discretion), to take any action, or commit to take any action, or agree to any condition or restriction, involving Purchaser, the Company or their respective Subsidiaries pursuant to this Section 5.2 or otherwise in connection with obtaining the foregoing actions or nonactions, waivers, clearances, permits, consents, approvals, expirations, terminations and authorizations of any third party or Governmental Authority (including under the HSR Act and from all applicable Gaming Authorities), that (x) is not conditioned on the consummation of the Contemplated Transactions or (y) would have or would reasonably be expected to result in a material adverse effect on (i) Purchaser and its Subsidiaries, taken as a whole (before giving effect to the Contemplated Transactions), (ii) the Genesis Companies, or (iii) Purchaser and its Subsidiaries (including the Genesis Companies) after giving effect to the Contemplated Transactions, taken as a whole, but measured for purposes of this clause (iii) on a scale relative to the Genesis Companies before giving effect to the Contemplated Transactions (a “Materially Burdensome Condition”); provided, that, if requested by Purchaser, Seller will cause the Company and its Subsidiaries to take or commit to take any such action, or agree to any such condition or restriction, so long as such action, commitment, agreement, condition or restriction is binding on the Genesis Companies only in the event the Closing occurs.