Common use of Compliance with Antitrust Laws Clause in Contracts

Compliance with Antitrust Laws. Each of HUBCO and MSB shall use its reasonable best efforts to resolve such objections, if any, which may be asserted with respect to the Merger under antitrust laws, including, without limitation, the Xxxx-Xxxxx-Xxxxxx Act. In the event a suit is threatened or instituted challenging the Merger as violative of antitrust laws, each of HUBCO and MSB shall use its reasonable best efforts to avoid the filing of, resist or resolve such suit. HUBCO and MSB shall use their reasonable best efforts to take such action as may be required: (a) by the Antitrust Division of the Department of Justice or the Federal Trade Commission in order to resolve such objections as either of them may have to the Merger under antitrust laws, or (b) by any federal or state court of the United States, in any suit brought by a private party or governmental entity challenging the Merger as violative of antitrust laws, in order to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order, or other order which has the effect of preventing the consummation of the Merger. Reasonable best efforts shall include, but not be limited to, the proffer by HUBCO of its willingness to accept an order agreeing to the divestiture, or the holding separate, of any assets of HUBCO or MSB, except to the extent that any such divestitures or holding separate arrangement would have a Material Adverse Effect on HUBCO. The entry by a court, in any suit brought by a private party or governmental entity challenging the Merger as violative of antitrust laws, of an order or decree permitting the Merger, but requiring that any of the businesses, product lines or assets of HUBCO or MSB be divested or held separate thereafter shall not be deemed a failure to satisfy the conditions specified in Section 6.1 hereof except to the extent that any divestitures or holding separate arrangement would have a Material Adverse Effect on HUBCO and HUBCO shall not have voluntarily consented to such divestitures or holding separate arrangements. For the purposes of this Section 5.16, the divestiture or the holding separate of a branch or branches of Xxxxxx United, the New York Bank or Bank with, in the aggregate, less than $20 million in assets shall not be considered to have a Material Adverse Effect on HUBCO.

Compliance with Antitrust Laws. Each of HUBCO and MSB DFC shall use its reasonable best efforts to resolve such objections, if any, which may be asserted with respect to the Merger under antitrust laws, including, without limitation, the Xxxx-Xxxxx-Xxxxxx Act. In the event a suit is threatened or instituted challenging the Merger as violative of antitrust laws, each of HUBCO and MSB DFC shall use its reasonable best efforts to avoid the filing of, resist or resolve such suit. HUBCO and MSB DFC shall use their reasonable best efforts to take such action as may be required: (a) by the Antitrust Division of the Department of Justice or the Federal Trade Commission in order to resolve such objections as either of them may have to the Merger under antitrust laws, or (b) by any federal or state court of the United States, in any suit brought by a private party or governmental entity challenging the Merger as violative of antitrust laws, in order to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order, or other order which has the effect of preventing the consummation of the Merger. Reasonable best efforts shall include, but not be limited to, the proffer by HUBCO of its willingness to accept an order agreeing to the divestiture, or the holding separate, of any assets of HUBCO or MSBDFC, except to the extent that any such divestitures or holding separate arrangement would have a Material Adverse Effect material adverse effect on HUBCO. The entry by a court, in any suit brought by a private party or governmental entity challenging the Merger as violative of antitrust laws, of an order or decree permitting the Merger, but requiring that any of the businesses, product lines or assets of HUBCO or MSB DFC be divested or held separate thereafter shall not be deemed a failure to satisfy the conditions specified in Section 6.1 hereof except to the extent that any divestitures or holding separate arrangement would have a Material Adverse Effect material adverse effect on HUBCO and HUBCO shall not have voluntarily consented to such divestitures or holding separate arrangements. For the purposes of this Section 5.16, the divestiture or the holding separate of a branch or branches of Xxxxxx United, the New York Bank or Bank with, in the aggregate, less than $20 million 50,000,000 in assets shall not be considered to have a Material Adverse Effect material adverse effect on HUBCO.

Compliance with Antitrust Laws. Each of HUBCO and MSB Southington shall use its reasonable best efforts to resolve such objections, if any, which may be asserted with respect to the Merger under antitrust laws, including, without limitation, the Xxxx-Xxxxx-Xxxxxx ActAntitrust Improvements Act of 1976. In the event a suit is threatened or instituted challenging the Merger as violative of antitrust laws, each of HUBCO and MSB Southington shall use its reasonable best efforts to avoid the filing of, resist or resolve such suit. HUBCO and MSB Southington shall use their reasonable best efforts to take such action as may be required: (a) by the Antitrust Division of the Department of Justice or the Federal Trade Commission in order to resolve such objections as either of them may have to the Merger under antitrust laws, or (b) by any federal or state court of the United States, in any suit brought by a private party or governmental entity challenging the Merger as violative of antitrust laws, in order to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order, or other order which has the effect of preventing the consummation of the Merger. Reasonable best Best efforts shall include, but not be limited to, the proffer by HUBCO of its willingness to accept an order agreeing to the divestiture, or the holding separate, of any assets of HUBCO or MSBSouthington, except to the extent that any such divestitures or holding separate arrangement would have a Material Adverse Effect material adverse effect on HUBCO. The entry by a court, in any suit brought by a private party or governmental entity challenging the Merger as violative of antitrust laws, of an order or decree permitting the Merger, but requiring that any of the businesses, product lines or assets of HUBCO or MSB Southington be divested or held separate thereafter shall not be deemed a failure to satisfy the conditions specified in Section 6.1 hereof except to the extent that any divestitures or holding separate arrangement would have a Material Adverse Effect material adverse effect on HUBCO and HUBCO shall not have voluntarily consented to such divestitures or holding separate arrangements. For the purposes of this Section 5.165.15, the divestiture or the holding separate of a branch of Lafayette or branches of Xxxxxx United, the New York Bank or Bank with, in the aggregate, Southington with less than $20 million in assets shall not be considered to have a Material Adverse Effect material adverse effect on HUBCO.

Compliance with Antitrust Laws. Each of HUBCO and MSB CFHC shall use its reasonable best efforts to resolve such objections, if any, which may be asserted with respect to the Merger under antitrust laws, including, without limitation, the XxxxHart-XxxxxScott-Xxxxxx Rodino Act. In the event a suit is threatened or instituted threxxxxxx xx xxxxxxxted challenging the Merger as violative of antitrust laws, each of HUBCO and MSB CFHC shall use its reasonable best efforts to avoid the filing of, resist or resolve such suit. HUBCO and MSB CFHC shall use their reasonable best efforts to take such action as may be required: (a) by the Antitrust Division of the Department of Justice or the Federal Trade Commission in order to resolve such objections as either of them may have to the Merger under antitrust laws, or (b) by any federal or state court of the United States, in any suit brought by a private party or governmental entity challenging the Merger as violative of antitrust laws, in order to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order, or other order which has the effect of preventing the consummation of the Merger. Reasonable best efforts shall include, but not be limited to, the proffer by HUBCO of its willingness to accept an order agreeing to the divestiture, or the holding separate, of any assets of HUBCO or MSBCFHC, except to the extent that any such divestitures or holding separate arrangement would have a Material Adverse Effect material adverse effect on HUBCO. The entry by a court, in any suit brought by a private party or governmental entity challenging the Merger as violative of antitrust laws, of an order or decree permitting the Merger, but requiring that any of the businesses, product lines or assets of HUBCO or MSB CFHC be divested or held separate thereafter shall not be deemed a failure to satisfy the conditions specified in Section 6.1 hereof except to the extent that any divestitures or holding separate arrangement would have a Material Adverse Effect material adverse effect on HUBCO and HUBCO shall not have voluntarily consented to such divestitures or holding separate arrangements. For the purposes of this Section 5.16, the divestiture or the holding separate of a branch or branches of Xxxxxx United, the New York Bank or Bank with, in the aggregate, less than $20 million 450,000,000 in assets shall not be considered to have a Material Adverse Effect material adverse effect on HUBCO.

Compliance with Antitrust Laws. Each of HUBCO Acquirer and MSB VBI shall use its commercially reasonable best efforts to resolve such objections, if any, which may be asserted with respect to the Merger under antitrust laws, including, without limitation, the Xxxx-Xxxxx-Xxxxxx HSR Act. In the event a suit is threatened or instituted challenging the Merger as violative of antitrust laws, each of HUBCO Acquirer and MSB VBI shall use its commercially reasonable best efforts to avoid the filing of, or resist or resolve such suit. HUBCO Acquirer and MSB VBI shall use their commercially reasonable best efforts to take such action as may be required: (a) by the Antitrust Division of the Department of Justice or the Federal Trade Commission in order to resolve such objections as either of them may have to the Merger under antitrust laws, or (b) by any federal or state court of the United States, in any suit brought by a private party or governmental entity challenging the Merger as violative of antitrust laws, in order to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order, or other order which has the effect of preventing the consummation of the Merger. Reasonable Notwithstanding anything in this Agreement to the contrary, as used in this Agreement, “commercially reasonable best efforts efforts” shall not include, but not be limited toamong other things and to the extent Acquirer so desires, the proffer by HUBCO willingness of its willingness Acquirer to accept an order agreeing to containing (i) any requirement or condition for the divestiture, or the holding separate, of any assets of HUBCO Acquirer or MSBVBI or (ii) any requirement or condition that Acquirer reasonably determines to be unduly burdensome or otherwise to materially reduce the benefits for which it bargained in this Agreement (either of clauses (i) or (ii), except to the extent that any such divestitures or holding separate arrangement would have a Material Adverse Effect on HUBCO. The entry by a court, in any suit brought by a private party or governmental entity challenging the Merger as violative of antitrust laws, of an order or decree permitting the Merger, but requiring that any of the businesses, product lines or assets of HUBCO or MSB be divested or held separate thereafter shall not be deemed a failure to satisfy the conditions specified in Section 6.1 hereof except to the extent that any divestitures or holding separate arrangement would have a Material Adverse Effect on HUBCO and HUBCO shall not have voluntarily consented to such divestitures or holding separate arrangements. For the purposes of this Section 5.16, the divestiture or the holding separate of a branch or branches of Xxxxxx United, the New York Bank or Bank with, in the aggregate, less than $20 million in assets shall not be considered to have a Material Adverse Effect on HUBCO“Materially Burdensome Condition”).

Compliance with Antitrust Laws. Each of HUBCO and MSB Lafayette shall use its reasonable best efforts to resolve such objections, if any, which may be asserted with respect to the Merger under antitrust laws, including, without limitation, the Xxxx-Xxxxx-Xxxxxx Act. In the event a suit is threatened or instituted challenging the Merger as violative of antitrust laws, each of HUBCO and MSB Lafayette shall use its reasonable best efforts to avoid the filing of, resist or resolve such suit. HUBCO and MSB Lafayette shall use their reasonable best efforts to take such action as may be required: (a) by the Antitrust Division of the Department of Justice or the Federal Trade Commission in order to resolve such objections as either of them may have to the Merger under antitrust laws, or (b) by any federal or state court of the United States, in any suit brought by a private party or governmental entity challenging the Merger as violative of antitrust laws, in order to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order, or other order which has the effect of preventing the consummation of the Merger. Reasonable best Best efforts shall include, but not be limited to, the proffer by HUBCO of its willingness to accept an order agreeing to the divestiture, or the holding separate, of any assets of HUBCO or MSBLafayette, except to the extent that any such divestitures or holding separate arrangement would have a Material Adverse Effect material adverse effect on HUBCO. The entry by a court, in any suit brought by a private party or governmental entity challenging the Merger as violative of antitrust laws, of an order or decree permitting the Merger, but requiring that any of the businesses, product lines or assets of HUBCO or MSB Lafayette be divested or held separate thereafter shall not be deemed a failure to satisfy the conditions specified in Section 6.1 hereof except to the extent that any divestitures or holding separate arrangement would have a Material Adverse Effect material adverse effect on HUBCO and HUBCO shall not have voluntarily consented to such divestitures or holding separate arrangements. For the purposes of this Section 5.165.15, the divestiture or the holding separate of a branch or branches of Xxxxxx United, the New York Bank or Bank with, in the aggregate, Lafayette with less than $20 million in assets shall not be considered to have a Material Adverse Effect material adverse effect on HUBCO.

Compliance with Antitrust Laws. Notwithstanding any other provision of this Agreement, no TopCo Common Shares issuable on conversion of Company Earnout Shares pursuant to Section 2.7, if any, shall be released to any holder of Company Earnout Shares who is required to file notification pursuant to any Antitrust Law until any applicable waiting period pursuant to any Antitrust Law has expired or been terminated or waived (provided that any such Company Shareholder has notified TopCo of such required filing pursuant to any Antitrust Law in connection therewith following reasonable advance notice from TopCo of the reasonably anticipated conversion of Company Earnout Shares). (a) To the extent required under any Antitrust Laws, including the HSR Act, each party agrees to promptly (and in connection with any required filings under the HSR Act, no later than thirty (30) Business Days after the date of this Agreement) make any required filing or application under Antitrust Laws, as applicable. The parties agree to supply as promptly as reasonably practicable any additional information and documentary material that may be requested pursuant to Antitrust Laws and to take all other actions necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods or obtain required approvals, as applicable under Antitrust Laws as soon as practicable, including by requesting early termination of the waiting period provided for under the HSR Act. (b) Each of HUBCO party hereto shall, in connection with its efforts to obtain all requisite approvals and MSB shall authorizations for the Transactions under any Antitrust Law, use its reasonable best efforts to: (i) cooperate in all respects with each other party or its Affiliates in connection with any filing or submission and in connection with any investigation or other inquiry, including any Action initiated by a private person; (ii) keep the other parties reasonably informed of any communication received by such party or its Representatives from, or given by such party or its Representatives to, any Governmental Authority and of any communication received or given in connection with any Action by a private person, in each case regarding any of the Transactions; (iii) permit a Representative of the other parties and their respective outside counsel to resolve such objectionsreview any communication given by it to, if anyand consult with each other in advance of any meeting or conference with, which may be asserted any Governmental Authority or, in connection with respect any Action by a private person, with any other person, and to the Merger under antitrust lawsextent permitted by such Governmental Authority or other person, including, without limitation, give a Representative or Representatives of the Xxxx-Xxxxx-Xxxxxx Act. In other parties the opportunity to attend and participate in such meetings and conferences; (iv) in the event a suit party’s Representative is threatened prohibited from participating in or instituted challenging attending any meetings or conferences, the Merger as violative of antitrust lawsother parties shall, each of HUBCO to the extent permitted by Law, keep such party promptly and MSB shall reasonably apprised with respect thereto; and (v) use its reasonable best efforts to avoid cooperate in the filing of any memoranda, white papers, filings, correspondence or other written communications explaining or defending the Transactions, articulating any regulatory or competitive argument or responding to requests or objections made by any Governmental Authority. (c) Except as required by Law, no party hereto shall take any action that could reasonably be expected to adversely affect or materially delay the approval of any Governmental Authority of any required filings or applications under Antitrust Laws. (d) Notwithstanding anything to the contrary contained herein, no party hereto shall be required to take any action with respect to itself of any or its Affiliates, any of its clients, funds or any portfolio company or investment of such party, or any interests therein, including selling, divesting or otherwise disposing of, resist or resolve such suit. HUBCO and MSB shall use their reasonable best efforts to take such action as may be required: (a) by the Antitrust Division of the Department of Justice or the Federal Trade Commission in order to resolve such objections as either of them may have to the Merger under antitrust lawslicensing, or (b) by any federal or state court of the United States, in any suit brought by a private party or governmental entity challenging the Merger as violative of antitrust laws, in order to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order, or other order which has the effect of preventing the consummation of the Merger. Reasonable best efforts shall include, but not be limited to, the proffer by HUBCO of its willingness to accept an order agreeing to the divestiture, or the holding separate, or otherwise restricting or limiting its freedom to operate with respect to, any business, products, rights, services, licenses, investments, or assets, of any assets of HUBCO or MSB, except to the extent that any such divestitures or holding separate arrangement would have a Material Adverse Effect on HUBCO. The entry by a court, in any suit brought by a private party or governmental entity challenging the Merger as violative of antitrust laws, of an order or decree permitting the Merger, but requiring that any of the businesses, product lines or assets of HUBCO or MSB be divested or held separate thereafter shall not be deemed a failure to satisfy the conditions specified in Section 6.1 hereof except to the extent that any divestitures or holding separate arrangement would have a Material Adverse Effect on HUBCO and HUBCO shall not have voluntarily consented to such divestitures or holding separate arrangements. For the purposes of this Section 5.16, the divestiture or the holding separate of a branch or branches of Xxxxxx United, the New York Bank or Bank with, in the aggregate, less than $20 million in assets shall not be considered to have a Material Adverse Effect on HUBCOits Affiliates.