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.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (MSB Bancorp Inc /De), Agreement And (Hubco Inc)

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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.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Hubco Inc), Agreement and Plan of Merger (Dime Financial Corp /Ct/)

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”).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Vail Banks Inc)

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.

Appears in 1 contract

Samples: Agreement And (Hubco Inc)

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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.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Hubco Inc)

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.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Community Financial Holding Corporation)

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