Certain Filings, Consents and Arrangements. FirstMerit and Signal shall (a) promptly file all reports and applications required to be filed with the Commission, the FRB and such other Governmental Entities (the "Regulatory Authorities") as may have jurisdiction for such approvals as may be required to be obtained from such Governmental Entities in order to carry out the transactions contemplated by this Agreement as soon as practicable between the date of this Agreement and the Effective Time and each FirstMerit Subsidiary or Signal Subsidiary that is a bank or savings association shall also file all reports required to be filed with the FRB, the OCC and the OTS with respect to the Merger and the other transactions contemplated by this Agreement, (b) cooperate with one another (i) in promptly determining whether any other filings are required to be made or consents, approvals, permits or authorizations are required to be obtained under any other federal, state or foreign law or regulation, and (ii) in promptly making any such filings, furnishing information required in connection therewith and seeking timely to obtain any such consents, approvals, permits or authorizations, and (c) deliver to the other party to this Agreement copies of all such applications and reports promptly after they are filed. In no event, however, shall either party hereto be liable for any untrue statement of a material fact or omission to state a material fact in any filing made with any Governmental Entity pursuant to this Section made in reliance upon, and in conformity with, written information concerning the other party hereto furnished by such other party specifically for use in such filing. Each party hereto shall advise the other party hereto promptly of the occurrence of any event which makes untrue any statement of a material fact contained in any such filing or any amendment or supplement thereto or that requires the making of a change in any such filing or any amendment or supplement thereto in order to make any material statement therein not misleading.
Appears in 3 contracts
Samples: 2 Agreement of Affiliation and Plan of Merger (Signal Corp), Agreement of Affiliation and Plan of Merger (Firstmerit Corp), Agreement of Affiliation and Plan of Merger (Firstmerit Corp)
Certain Filings, Consents and Arrangements. FirstMerit Queens and Signal Haven shall (a) promptly file all reports as soon as practicable (and in any event within 45 days after the date hereof) make, or cause to be made, any filings and applications and provide any notices required to be filed with the Commission, the FRB and such other Governmental Entities (the "Regulatory Authorities") as may have jurisdiction for such approvals as may be required to be obtained from such Governmental Entities or provided in order to carry out obtain all approvals, consents and waivers of Governmental Entities and third parties necessary or appropriate for the consummation of the transactions contemplated hereby or by this Agreement as soon as practicable between the date of this Agreement Option Agreement; and the Effective Time and each FirstMerit Subsidiary or Signal Subsidiary that is a bank or savings association shall also file all reports required to be filed with the FRB, the OCC and the OTS with respect to the Merger and the other transactions contemplated by this Agreement, (b) cooperate with one another in promptly (i) in promptly determining whether any other what filings and notices are required to be made or consents, approvals, permits consents or authorizations waivers are required to be obtained under any other federal, relevant federal or state or foreign law or regulation, regulation or under any relevant agreement or other document and (ii) in promptly making any such filingsfilings and notices, furnishing information required in connection therewith and seeking timely to obtain any such consents, approvals, permits consents or authorizations, and (c) deliver to waivers. Each party shall provide the other party with (i) a copy of all applications, notices and filings referred to in this Section 4.4 together with all attachments (other than biographical and financial disclosure forms), no less than five days before filing such application, notice or filing with the applicable Governmental Entity and (ii) a copy of all applications, notices and filings referred to in this Section 4.4 filed with any Governmental Entity. Each party shall notify the other of the receipt of any comments of any Governmental Entity with respect to any application, notice or filing in connection with this Agreement and shall provide the other party with copies of all such applications correspondence between that party or any representative of that party and reports promptly after they are filed. In no event, however, shall either party hereto be liable for any untrue statement of a material fact or omission to state a material fact in any filing made with any the Governmental Entity pursuant to this Section made in reliance upon, and in conformity with, written information concerning the other party hereto furnished by such other party specifically for use in such filing. Each party hereto shall advise the other party hereto promptly of the occurrence copies of any event which makes untrue amendments or supplements to any statement of a material fact contained in any such filing application, notice or any amendment or supplement thereto or that requires the making of a change in any such filing or any amendment or supplement thereto in order to make any material statement therein not misleadingfiling.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Queens County Bancorp Inc), Agreement and Plan of Merger (Queens County Bancorp Inc), Agreement and Plan of Merger (Haven Bancorp Inc)
Certain Filings, Consents and Arrangements. FirstMerit and Signal Security First shall (a) promptly file all reports and applications required to be filed with the Commission, the FRB and such other Governmental Entities (the "Regulatory Authorities") as may have jurisdiction for such approvals as may be required to be obtained from such Governmental Entities in order to carry out the transactions contemplated by this Agreement as soon as practicable between the date of this Agreement and the Effective Time and each FirstMerit Subsidiary or Signal Security First Subsidiary that is a bank or savings association shall also file all reports required to be filed with the FRB, the OCC OTS and the OTS OCC with respect to the Merger and the other transactions contemplated by this Agreement, (b) cooperate with one another (i) in promptly determining whether any other filings are required to be made or consents, approvals, permits or authorizations are required to be obtained under any other 31 federal, state or foreign law or regulation, and (ii) in promptly making any such filings, furnishing information required in connection therewith and seeking timely to obtain any such consents, approvals, permits or authorizations, and (c) deliver to the other party to this Agreement copies of all such applications and reports promptly after they are filed. In no event, however, shall either party hereto be liable for any untrue statement of a material fact or omission to state a material fact in any filing made with any Governmental Entity pursuant to this Section made in reliance upon, and in conformity with, written information concerning the other party hereto furnished by such other party specifically for use in such filing. Each party hereto shall advise the other party hereto promptly of the occurrence of any event which makes untrue any statement of a material fact contained in any such filing or any amendment or supplement thereto or that requires the making of a change in any such filing or any amendment or supplement thereto in order to make any material statement therein not misleading.
Appears in 2 contracts
Samples: Agreement of Affiliation and Plan of Merger (Firstmerit Bank Na), Agreement of Affiliation and Plan of Merger (Firstmerit Bank Na)
