Common use of Compliance with Antitrust Laws Clause in Contracts

Compliance with Antitrust Laws. Each of S1 and Edify shall use its reasonable best efforts to resolve objections, if any, which may be asserted with respect to the Merger under antitrust laws, including, without limitation and if applicable, the HSR Act. In the event a suit is threatened or instituted challenging the Merger as violative of antitrust laws, each of S1 and Edify shall use its reasonable best efforts to avoid the filing of, or resist or resolve such suit. S1 and Edify shall use their reasonable best efforts to take such action as may be required by: (a) 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) 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 not include the willingness of S1 to accept an order agreeing to the divestiture, or the holding separate, of any assets of S1 or Edify which S1 reasonably determines to be material to S1 or to benefits of the transaction for which it has bargained for hereunder.

Appears in 2 contracts

Samples: Stockholder Agreement (Security First Technologies Corp), Stockholder Agreement (Edify Corp)

AutoNDA by SimpleDocs

Compliance with Antitrust Laws. Each of S1 Xxxx and Edify Catskill shall use its reasonable best efforts to resolve objections, if any, which may be asserted with respect to the Merger under antitrust laws, including, without limitation and if applicablelimitation, the HSR Act. In the event a suit is threatened or instituted challenging the Merger as violative of antitrust laws, each of S1 Xxxx and Edify Catskill shall use its reasonable best efforts to avoid the filing of, or resist or resolve such suit. S1 Xxxx and Edify Catskill shall use their reasonable best efforts to take such action as may be required byrequired: (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 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 not include include, among other things and to the extent Xxxx so desires, the willingness of S1 Xxxx to accept an order agreeing to the divestiture, or the holding separate, of any assets of S1 Xxxx or Edify which S1 reasonably determines to be material to S1 or to benefits of the transaction for which it has bargained for hereunderCatskill.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Troy Financial Corp)

Compliance with Antitrust Laws. Each of S1 Partners Trust and Edify Herkimer shall use its reasonable best efforts to resolve objections, if any, which may be asserted with respect to the Merger under antitrust laws, including, without limitation and if applicablelimitation, the HSR Act. In the event a suit is threatened or instituted challenging the Merger as violative of antitrust laws, each of S1 Partners Trust and Edify Herkimer shall use its reasonable best efforts to avoid the filing of, or resist or resolve such suit. S1 Partners Trust and Edify Herkimer shall use their reasonable best efforts to take such action as may be required byrequired: (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 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 not include include, among other things and to the extent Partners Trust so desires, the willingness of S1 Partners Trust to accept an order agreeing to the divestiture, or the holding separate, of any assets of S1 Partners Trust or Edify which S1 reasonably determines to be material to S1 or to benefits of the transaction for which it has bargained for hereunderHerkimer.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Partners Trust Financial Group Inc)

AutoNDA by SimpleDocs

Compliance with Antitrust Laws. Each of S1 and Edify Q-Up shall use its reasonable best efforts to resolve objections, if any, which may be asserted with respect to the Merger under antitrust laws, including, without limitation and if applicable, the HSR Act. In the event a suit is threatened or instituted challenging the Merger as violative of antitrust laws, each of S1 and Edify Q-Up shall use its reasonable best efforts to avoid the filing of, or resist or resolve such suit. S1 and Edify Q-Up shall use their reasonable best efforts to take such action as may be required by: (a) 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) 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 not include the willingness of S1 to accept an order agreeing to the divestiture, or the holding separate, of any assets of S1 or Edify Q-Up which S1 reasonably determines to be material to S1 or to benefits of the transaction for which it has bargained for hereunder.

Appears in 1 contract

Samples: Agreement and Plan of Merger (S1 Corp /De/)

Time is Money Join Law Insider Premium to draft better contracts faster.