Common use of Consents of Regulatory Authorities Clause in Contracts

Consents of Regulatory Authorities. (a) The Parties and their respective Subsidiaries shall cooperate with each other and use their respective reasonable best efforts to prepare all documentation, to effect all applications, notices, petitions, and filings and to obtain all Permits and Consents of all third parties and Regulatory Authorities that are necessary or advisable to consummate the transactions contemplated by this Agreement (including the Merger), and to comply with the terms and conditions of all such Permits and Consents. Each of the Parties shall use its respective reasonable best efforts to resolve objections, if any, which may be asserted with respect to this Agreement or the transactions contemplated hereby by any Regulatory Authority or under any applicable Law or Order. Notwithstanding the foregoing, in no event shall any Buyer Entities be required, and the Seller Entities shall not be permitted (without Buyer’s prior written consent in its sole discretion), to take any action, or commit to take any action, or to accept any restriction or condition, involving the Buyer Entities or the Seller Entities, which is materially burdensome on Buyer’s or Buyer Bank’s business or on the business of Seller or Seller Bank, in each case following the Closing, or which would likely reduce the economic benefits of the transactions contemplated by this Agreement to Buyer to such a degree that Buyer would not have entered into this Agreement had such condition or restriction been known to it at the date hereof (any such condition or restriction, a “Burdensome Condition”).

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Spirit of Texas Bancshares, Inc.), Agreement and Plan of Merger (Spirit of Texas Bancshares, Inc.), Agreement and Plan of Merger (Simmons First National Corp)

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Consents of Regulatory Authorities. (a) The Parties Veritex and Green shall, and shall cause their respective Subsidiaries shall to, cooperate with each other and all Regulatory Authorities and use their respective reasonable best efforts to promptly prepare and file all documentationdocumentation (and, in the case of the regulatory applications to the Federal Reserve, within 30 days after the date of this Agreement or such later time period as a Regulatory Authority may advise), to effect all applications, notices, petitions, notices and filings and to obtain all Permits permits, consents, approvals and Consents authorizations of all third parties and Regulatory Authorities that are necessary or advisable to consummate the transactions contemplated by this Agreement (including the MergerMerger Transactions), and to comply with the terms and conditions of all such Permits permits, consents, approvals and Consentsauthorizations of all such third parties and Regulatory Authorities. Each of the Parties Veritex and Green shall use its respective reasonable best efforts to resolve objections, objections (if any, which ) that may be asserted with respect to this Agreement or the transactions contemplated hereby by any Regulatory Authority or under any applicable Law or OrderOrder or by any applicable Regulatory Authority. Notwithstanding the foregoing, in no event shall any Buyer Veritex Entities be required, and the Seller Green Entities shall not be permitted (without BuyerVeritex’s prior written consent in its sole discretion), to take any action, or commit to take any action, or to accept any restriction restriction, commitment or condition, involving the Buyer Veritex Entities or the Seller Green Entities, which is would reasonably be expected to be materially financially burdensome on Buyer’s to the business, operations, financial condition or Buyer Bank’s business or on the business results of Seller or Seller Bank, in each case following the Closing, or which would likely reduce the economic benefits operations of the transactions contemplated by this Agreement to Buyer to such Surviving Corporation and its Subsidiaries taken as a degree that Buyer would not have entered into this Agreement had such condition or restriction been known to it at the date hereof whole (any such condition restriction, commitment or restrictioncondition, a “Burdensome Condition”).

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Green Bancorp, Inc.), Agreement and Plan of Reorganization (Veritex Holdings, Inc.)

Consents of Regulatory Authorities. (a) The Parties Xxxxxxx and Xxxxxxx and their respective Subsidiaries shall cooperate with each other and use their respective reasonable best efforts to prepare all documentation, to effect all applications, notices, petitions, petitions and filings and to obtain all Permits and Consents of all third parties and Regulatory Authorities that which are necessary or advisable to consummate the transactions contemplated by this Agreement (including the Merger), and to comply with the terms and conditions of all such Permits and Consents. Each of the Parties Xxxxxxx and Xxxxxxx shall use its respective reasonable best efforts to resolve objections, if any, which may be asserted with respect to this Agreement or the transactions contemplated hereby by any Regulatory Authority or under any applicable Law or Order. Notwithstanding the foregoing; provided, that in no event shall any Buyer Xxxxxxx Entities be required, and the Seller Xxxxxxx Entities shall not be permitted (without Buyer’s Xxxxxxx’ prior written consent in its sole discretion), ) to take any action, or to commit to take any action, or to accept any restriction or condition, involving the Buyer Xxxxxxx Entities or the Seller Xxxxxxx Entities, which is materially burdensome on Buyer’s or Buyer Bank’s Xxxxxxx’ business or on the business of Seller Xxxxxxx or Seller Landmark Bank, in each case following the Closing, Closing or which would likely reduce the economic benefits of the transactions contemplated by this Agreement to Buyer Xxxxxxx to such a degree that Buyer Xxxxxxx would not have entered into this Agreement had such condition or restriction been known to it at the date hereof (any such condition or restriction, a “Burdensome Condition”).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Simmons First National Corp)

Consents of Regulatory Authorities. (a) The Parties Simmons and Reliance and their respective Subsidiaries shall cooperate with each other and use their respective reasonable best efforts to prepare all documentation, to effect all applications, notices, petitions, notices and filings and to obtain all Permits permits, consents, approvals and Consents authorizations of all third parties and Regulatory Authorities that which are necessary or advisable to consummate the transactions contemplated by this Agreement (including the Merger and the Bank Merger), and to comply with the terms and conditions of all such Permits permits, consents, approvals and Consentsauthorizations of all such third parties and Regulatory Authorities. Each of the Parties Reliance and Simmons shall use its respective reasonable best efforts to resolve objections, if any, which may be asserted with respect to this Agreement or the transactions contemplated hereby by any Regulatory Authority or under any applicable Law or Order. Notwithstanding the foregoing; provided, that in no event shall any Buyer Simmons Entities be required, and the Seller Reliance Entities shall not be permitted (without Buyer’s Simmons’ prior written consent in its sole discretion), ) to take any action, or to commit to take any action, or to accept any restriction or condition, involving the Buyer Reliance Entities or the Seller Simmons Entities, which is materially burdensome on Buyer’s or Buyer Bank’s Simmons’ business or on the business of Seller Reliance or Seller Reliance Bank, in each case following the Closing, Closing or which would likely reduce the economic benefits of the transactions contemplated by this Agreement to Buyer Simmons to such a degree that Buyer Simmons would not have entered into this Agreement had such condition or restriction been known to it at the date hereof (any such condition or restriction, a “Burdensome Condition”).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Simmons First National Corp)

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Consents of Regulatory Authorities. (a) The Parties Xxxxx and FSB and their respective Subsidiaries shall cooperate with each other and use their respective reasonable best efforts to prepare all documentation, to effect all applications, notices, petitions, and filings and to obtain all Permits and Consents of all third parties and Regulatory Authorities that are necessary or advisable to consummate the transactions contemplated by this Agreement (including the MergerMergers), and to comply with the terms and conditions of all such Permits and Consents. Each of the Parties Xxxxx and FSB shall use its respective reasonable best efforts to resolve objections, if any, which may be asserted with respect to this Agreement or the transactions contemplated hereby by any Regulatory Authority or under any applicable Law or Order. Notwithstanding the foregoing, in no event shall any Buyer Xxxxx Entities be required, and the Seller FSB Entities shall not be permitted (without Buyer’s Xxxxx’x prior written consent in its sole discretion), to take any action, or commit to take any action, or to accept any restriction or condition, involving the Buyer Xxxxx Entities or the Seller FSB Entities, which is materially and unreasonably burdensome on Buyer’s or Buyer Bank’s Xxxxx’x business or on the business of Seller FSB or Seller FSB Bank, in each case following the Closing, Closing or which would likely reduce the economic benefits of the transactions contemplated by this Agreement to Buyer Xxxxx to such a degree that Buyer Xxxxx would not have entered into this Agreement had such condition or restriction been known to it at the date hereof (any such condition or restriction, a “Burdensome Condition”).

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Evans Bancorp Inc)

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