Common use of Efforts and Actions to Cause Closing to Occur Clause in Contracts

Efforts and Actions to Cause Closing to Occur. (a) Prior to the Closing, upon the terms and subject to the conditions of this Agreement, Parent, Merger Sub and the Company shall use their respective commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and assist and cooperate with other parties and with each other in order to do all things necessary, proper or advisable (subject to applicable Law) to consummate and make effective the Closing and the transactions contemplated hereby, including the Merger, as promptly as practicable, including, without limitation, the preparation and filing of all documentation to effect all filings, notices, petitions, statements, registrations, submissions of information, applications and other documents (including the delivery of any notices to be provided by the Company to the Company Stockholders pursuant to the DGCL) necessary to consummate the Closing and the transactions contemplated hereby, including the Merger, and the taking of such actions as are necessary to obtain any requisite Permits. In furtherance and not in limitation of the foregoing, Parent and the Company shall as promptly as practicable after the date hereof (to the extent not made prior to the date hereof) and, with respect to clause (i) hereof, in any event within ten days after the date hereof (i) make or cause to be made the filings required of such party in order to obtain all Permits required in connection with the Merger and other transactions contemplated hereby, including written notices to the OTS and the FDIC (or any other applicable banking regulator) and under the HSR Act (and any other applicable Antitrust Laws), and (ii) comply with any request of any such Governmental Entity (including the OTS, FDIC and any other applicable banking regulator) and under the HSR Act for additional information, documents or other materials received by such party from any Governmental Entity in respect of such filings or such transactions. Notwithstanding anything in this Agreement to the contrary, none of the Company, any Company Stockholder or the Designated Monitor shall be obligated to file any rebuttal or submit any filing as an applicant or notificant with any bank regulatory authority including under the Savings and Loan Holding Company Act, the Change in Bank Control Act or Part 574 of 12 C.F.R.

Efforts and Actions to Cause Closing to Occur. (a) Prior to Following the Exercise Date and until the Closing, upon the terms and subject to the conditions of this Agreement, Parent, Merger Sub Optionee and the Company shall use their respective commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and assist done and cooperate with other parties and with each other party hereto in order to do do, all things necessary, proper or advisable (subject to any applicable Lawlaws) to consummate and make effective the Closing and the transactions contemplated hereby, including the Merger, other Transactions as promptly as practicable, practicable including, without limitationbut not limited to, the preparation and filing of all documentation to effect all filingsforms, notices, petitions, statements, registrations, submissions of information, applications registrations and other documents (including the delivery of any notices required to be provided by the Company to the Company Stockholders pursuant to the DGCL) necessary filed to consummate the Closing and the transactions contemplated hereby, including the Merger, other Transactions and the taking of such actions as are necessary to obtain any requisite Permitsapprovals, authorizations, consents, orders, licenses, permits, qualifications, exemptions or waivers by any third party or Governmental Entity. In furtherance and not in limitation of the foregoingaddition, Parent and the Company no party hereto shall as promptly as practicable take any action after the date hereof (Exercise Date that could reasonably be expected to materially delay the extent obtaining of, or result in not made obtaining, any permission, approval or consent from any Governmental Entity or other Person required to be obtained prior to Closing. Following the date hereof) andExercise Date and until the Closing, with respect each Optionor shall use its commercially reasonable efforts to clause (i) hereoftake, in any event within ten days after the date hereof (i) make or cause to be made the filings required of such taken, all actions, and to do, or cause to be done and cooperate with each other party hereto in order to obtain do, all Permits required things necessary, proper or advisable (subject to any applicable laws) within such Optionor’s control to cause the satisfaction of the conditions to Closing (solely with respect to such Optionor) set forth in connection with the Merger and other transactions contemplated herebySections 9.1(b), including written notices to the OTS and the FDIC (or any other applicable banking regulator9.2(c), 9.2(e), 9.2(g) and under the HSR Act (and any other applicable Antitrust Laws9.2(h), and (ii) comply with any request of any such Governmental Entity (including the OTS, FDIC and any other applicable banking regulator) and under the HSR Act for additional information, documents or other materials received by such party from any Governmental Entity in respect of such filings or such transactions. Notwithstanding anything in this Agreement to the contrary, none of the Company, any Company Stockholder or the Designated Monitor shall be obligated to file any rebuttal or submit any filing as an applicant or notificant with any bank regulatory authority including under the Savings and Loan Holding Company Act, the Change in Bank Control Act or Part 574 of 12 C.F.R..

Efforts and Actions to Cause Closing to Occur. (a) Prior to the Closing, upon the terms and subject to the conditions of this Agreement, ParentPurchaser, Merger Sub Sellers and the Company shall agree (i) to use their respective commercially all reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and assist and cooperate with other parties and with each other in order to do all things necessary, proper or advisable (subject to any applicable LawLegal Requirements) to consummate and make effective the Closing and the transactions contemplated hereby, including the Merger, other Transactions as promptly as practicable, (ii) to execute any documents, instruments or conveyances of any kind which may be reasonably necessary or advisable to carry out any of the Transactions, and (iii) to cooperate with each other in connection with the foregoing, including using their reasonable efforts (A) to obtain all necessary approvals, authorizations, consents, orders, licenses, permits, qualifications, exemptions or waivers (including the expiration or early termination of any applicable waiting period) by any third party or Governmental Entity, (B) to defend all actions challenging this Agreement or the consummation of the Transactions, (C) to lift or rescind any injunction or restraining order or other order adversely affecting the ability of the parties to consummate the Transactions, (D) to effect all necessary registrations and filings, including, without limitation, the preparation and filing of all documentation to effect all filings, notices, petitions, statements, registrations, submissions of information, applications and other documents (including the delivery of any notices to be provided information requested by the Company to the Company Stockholders pursuant to the DGCL) necessary to consummate the Closing and the transactions contemplated hereby, including the MergerGovernmental Entities, and the taking of such actions as are necessary (E) to obtain any requisite Permitsfulfill all conditions to Closing set forth in this Agreement. In furtherance and not in limitation of the foregoingaddition, Parent and the Company no party hereto shall as promptly as practicable take any action after the date hereof (that could reasonably be expected to materially delay the extent obtaining of, or result in not made prior to the date hereof) andobtaining, with respect to clause (i) hereofany permission, in any event within ten days after the date hereof (i) make approval or cause to be made the filings required of such party in order to obtain all Permits required in connection with the Merger and other transactions contemplated hereby, including written notices to the OTS and the FDIC (or any other applicable banking regulator) and under the HSR Act (and any other applicable Antitrust Laws), and (ii) comply with any request of any such Governmental Entity consent (including the OTS, FDIC and expiration or early termination of any other applicable banking regulatorwaiting period) and under the HSR Act for additional information, documents or other materials received by such party from any Governmental Entity in respect of such filings or such transactions. Notwithstanding anything in this Agreement other Person required to the contrary, none of the Company, any Company Stockholder or the Designated Monitor shall be obligated obtained prior to file any rebuttal or submit any filing as an applicant or notificant with any bank regulatory authority including under the Savings and Loan Holding Company Act, the Change in Bank Control Act or Part 574 of 12 C.F.R.Closing.

Efforts and Actions to Cause Closing to Occur. (a) Prior to the Closing, upon the terms and subject to the conditions of this Agreement, Parent, Merger Sub Purchaser and the Company Seller shall use their respective commercially reasonable efforts to take, or cause to be takentaken (including, in the case of Seller, by the Company and the Company Subsidiaries), all actions, and to do, or cause to be done, and assist done and cooperate with other parties and with each other in order to do do, all things necessary, proper or advisable (subject to applicable Law) to consummate and make effective the Closing and the transactions contemplated hereby, including the Merger, as promptly as practicable, including, without limitation, including (i) the preparation and filing of all documentation to effect all filingsforms, notices, petitions, statements, registrations, submissions of information, applications registrations and other documents (including the delivery of any notices required to be provided by the Company to the Company Stockholders pursuant to the DGCL) necessary filed to consummate the Closing and the transactions contemplated herebyClosing, including the Merger, and (ii) the taking of such actions as are necessary to obtain any requisite Permitsapprovals, authorizations, consents, orders, licenses, permits, qualifications, exemptions or waivers by any third party or Governmental Entity, including responding to formal and informal requests for documents and other information and including any and all requirements of the UKLA (including, if applicable, listing particulars), (iii) taking such actions as are necessary in connection with agreed or mandatory employee information and consultation, including notifying, informing and consulting any trade union, works council or other employee representative body about the transactions contemplated in this Agreement, in accordance with all applicable Laws, (iv) using commercially reasonable efforts to defend all lawsuits and other proceedings by or before any Governmental Entity challenging this Agreement or the consummation of the Closing and (v) using commercially reasonable efforts to cause to be lifted or rescinded any injunction, decree, ruling, order or other action of any Governmental Entity adversely affecting the ability of the parties to consummate the Closing. In furtherance of and not in limitation of the foregoing, Parent each of Seller and Purchaser agrees to make or cause to be made no later than the Company shall fifth Business Day after the date hereof an appropriate filing of a Notification and Report Form pursuant to the HSR Act and, in the case of all other filings or notifications required to be made, as promptly as practicable after the date hereof (to the extent not made prior to the date hereof) and, with respect to clause (i) hereof, in order to commence the waiting periods or to obtain the authorizations referred to in Section 6.1(b). In addition, no party hereto shall take any event within ten days action after the date hereof (i) make that could reasonably be expected to materially delay the obtaining of, or cause to be made the filings required of such party result in order to obtain all Permits required in connection with the Merger and other transactions contemplated herebynot obtaining, including written notices to the OTS and the FDIC (any permission, approval or any other applicable banking regulator) and under the HSR Act (and any other applicable Antitrust Laws), and (ii) comply with any request of any such Governmental Entity (including the OTS, FDIC and any other applicable banking regulator) and under the HSR Act for additional information, documents or other materials received by such party consent from any Governmental Entity in respect of such filings or such transactionsother Person required to be obtained prior to Closing. Notwithstanding anything Nothing contained in this Agreement to the contrary, none of the Company, any Company Stockholder shall require Seller or the Designated Monitor shall be obligated Company to file pay any rebuttal consideration to any other Person (other than nominal filing and application fees to Governmental Entities) from whom any such approvals, authorizations, consents, orders, licenses, permits, qualifications, exemptions or submit any filing as an applicant or notificant with any bank regulatory authority including under the Savings and Loan Holding Company Act, the Change in Bank Control Act or Part 574 of 12 C.F.R.waivers are requested.

Efforts and Actions to Cause Closing to Occur. (a) Prior to the Closing, upon the terms and subject to the conditions of this Agreement, Parent, Merger Sub Parent Bank, Company Bank and the Company shall in good faith use their respective commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and assist done and cooperate with other parties and with each other in order to do do, all things necessary, proper or advisable (subject to applicable Law) to consummate and make effective the Closing and the transactions contemplated hereby, including the Merger, as promptly as practicable, including, without limitation, including (i) the preparation and filing of all documentation to effect all filingsforms, notices, petitions, statements, registrations, submissions of information, applications registrations and other documents (including the delivery of any notices required to be provided by the Company to the Company Stockholders pursuant to the DGCL) necessary filed to consummate the Closing and the transactions contemplated hereby, including the Merger, and the taking of such actions as are necessary to obtain any requisite Permitsapprovals, authorizations, consents, orders, licenses, permits, qualifications, exemptions or waivers by any third party or Governmental Entity that may be or may become necessary for the consummation of the Closing, (ii) defending all lawsuits and other proceedings by or before any Governmental Entity challenging this Agreement or the consummation of the Closing, and (iii) causing to be lifted or rescinded any injunction, decree, ruling, order or other action of any Governmental Entity adversely affecting the ability of the parties to consummate the Closing. The parties hereto agree to make, or cause to be made, all appropriate applications, filings, notifications and reports required to obtain the Required Regulatory Approvals within 15 Business Days after the date of this Agreement. In furtherance and not in limitation of the foregoingaddition, Parent and the Company no party hereto shall as promptly as practicable take any action after the date hereof (that could reasonably be expected to materially delay the extent obtaining of, or result in not made prior to the date hereof) andobtaining, with respect to clause (i) hereofany permission, in any event within ten days after the date hereof (i) make approval or cause to be made the filings required of such party in order to obtain all Permits required in connection with the Merger and other transactions contemplated hereby, including written notices to the OTS and the FDIC (or any other applicable banking regulator) and under the HSR Act (and any other applicable Antitrust Laws), and (ii) comply with any request of any such Governmental Entity (including the OTS, FDIC and any other applicable banking regulator) and under the HSR Act for additional information, documents or other materials received by such party consent from any Governmental Entity in respect of such filings or such transactionsother Person required to be obtained prior to Closing. Notwithstanding anything Nothing contained in this Agreement shall require any party hereto to the contrarypay any consideration to any other Person (other than nominal filing and application fees to Governmental Entities) from whom any such approvals, none of the Companyauthorizations, any Company Stockholder consents, orders, licenses, permits qualifications, exemptions or the Designated Monitor shall be obligated to file any rebuttal or submit any filing as an applicant or notificant with any bank regulatory authority including under the Savings and Loan Holding Company Act, the Change in Bank Control Act or Part 574 of 12 C.F.R.waivers are requested.

Efforts and Actions to Cause Closing to Occur. (a) Prior to the Closing, upon the terms and subject to the conditions of this Agreement, Parenteach Selling Shareholder and Purchaser shall use, Merger Sub and each Selling Shareholder shall (severally and not jointly) cause the Company shall use their and its Subsidiaries to use, its respective commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, done and assist and to cooperate with other parties and with each other in order to do do, all things necessary, proper or advisable (subject to any applicable Lawlaws) to consummate and make effective the Closing and the transactions contemplated hereby, including the Merger, Transactions as promptly as practicablepracticable but in any event prior to August 30, including, without limitation, 2002 (including the preparation and filing of all documentation to effect all filingsforms, notices, petitions, statements, registrations, submissions of information, applications registrations and other documents (including the delivery of any notices required to be provided by the Company to the Company Stockholders pursuant to the DGCL) necessary filed to consummate the Closing and the transactions contemplated hereby, including the Merger, Transactions and the taking of such actions as are necessary to obtain any requisite PermitsConsents of any Governmental Entity or any other Person). In furtherance and not in limitation of the foregoingaddition, Parent and the Company no party hereto shall as promptly as practicable take any action after the date hereof (that could reasonably be expected to materially delay the extent obtaining of, or result in not made obtaining, any permission, approval or consent from any Governmental Entity or other Person required to be obtained prior to Closing, provided that this restriction shall not apply to the date hereofchosen by a party hereto for its general meeting of shareholders of that party. Nothing in this Agreement shall require a party to hold its general meeting of shareholders on or by any 62 <PAGE> particular date. (b) andPrior to the Closing, each party hereto shall promptly consult with the other parties hereto with respect to, provide any necessary information with respect to, and provide, upon request, the other parties (or their respective counsel) with copies of, all filings made by such party with any Governmental Entity or any other information supplied by such party to a Governmental Entity in connection with this Agreement and the Transactions. If any party hereto receives a request for additional information or documentary material from any such Governmental Entity with respect to clause (i) hereofany of the Transactions, then such party shall endeavor in any event within ten days after the date hereof (i) make good faith to make, or cause to be made made, as soon as reasonably practicable and after consultation with the filings required other parties, an appropriate response in compliance with such request. (c) Nothing in this Section 6.3 shall require Purchaser (i) to waive, or otherwise exercise in a particular manner any discretion it may have under, any condition to Closing, (ii) to divest or hold separately any assets or agree to limit its future activities, method or place of such party doing business, (iii) to commence any litigation against any entity in order to obtain facilitate the consummation of any of the Transactions or (iv) to defend against any litigation brought by any Governmental Entity or other Person seeking to prevent the consummation of, or impose limitations on, any of the Transactions. (d) Each of the Selling Shareholders shall vote in favor of all Permits required in connection with resolutions of the Merger and other transactions contemplated hereby, including written notices to the OTS and the FDIC (or any other applicable banking regulator) and under the HSR Act (Company and any other applicable Antitrust Laws), and (ii) comply with any request of any such Governmental Entity (including Person which are necessary to consummate the OTS, FDIC and any other applicable banking regulator) and under the HSR Act for additional information, documents or other materials received by such party from any Governmental Entity in respect of such filings or such transactionsTransactions. Notwithstanding anything in this Agreement to the contrary, none of the Company, any Company Stockholder or the Designated Monitor shall be obligated to file any rebuttal or submit any filing as an applicant or notificant with any bank regulatory authority including under the Savings and Loan Holding Company Act, the Change in Bank Control Act or Part 574 of 12 C.F.R.63 <PAGE> Section 6.4

Efforts and Actions to Cause Closing to Occur. (a) Prior At all times prior to the Closing, upon the terms and subject to the conditions of this Agreement, Parent, Merger Sub Sellers and the Company Purchaser shall use their respective commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and assist and cooperate with other parties and with each other in order to do done all things necessary, proper or advisable (subject to applicable Lawany Applicable Laws) to cause the Funding Date to occur and consummate and make effective the Closing and the transactions contemplated hereby, including the Merger, other Transactions as promptly as practicable, practicable including, without limitation, (i) the preparation and filing of all documentation to effect all filingsforms, notices, petitions, statements, registrations, submissions of information, applications registrations and other documents (including the delivery of any notices required to be provided by filed to cause the Company Funding Date to the Company Stockholders pursuant to the DGCL) necessary to occur and consummate the Closing and the transactions contemplated hereby, including the Merger, other Transactions and the taking of such actions as are necessary to obtain any requisite approvals, authorizations, consents, releases, orders, licenses, Permits, qualifications, exemptions or waivers by any Third Party or Governmental Entity, including the Specified Regulatory Approvals; and (ii) at the sole cost of Purchaser, the preparation of any documents reasonably requested by Purchaser in order to facilitate financing (if any) of any of the Transactions. In furtherance and not in limitation addition, subject to the terms of the foregoingthis Agreement, Parent and the Company no party hereto shall as promptly as practicable take any action after the date hereof (that would reasonably be expected to materially delay the extent obtaining of, or result in not made prior to the date hereof) andobtaining, with respect to clause (i) hereofany permission, in any event within ten days after the date hereof (i) make approval or cause to be made the filings required of such party in order to obtain all Permits required in connection with the Merger and other transactions contemplated hereby, including written notices to the OTS and the FDIC (or any other applicable banking regulator) and under the HSR Act (and any other applicable Antitrust Laws), and (ii) comply with any request of any such Governmental Entity (including the OTS, FDIC and any other applicable banking regulator) and under the HSR Act for additional information, documents or other materials received by such party consent from any Governmental Entity in respect or other Person required to be obtained prior to the Closing as applicable. Each of such filings Purchaser and Sellers shall bear their own costs, fees and expenses relating to the obtaining of any approvals, authorizations, consents, releases, orders, licenses, Permits, qualifications, exemptions or such transactions. Notwithstanding anything waivers referred to in this Agreement Section 6.3(a) except that Purchaser shall pay the filing fee required by the Competition Bureau in relation to any pre-notification filing or any filing of a request for an Advance Ruling Certificate made under the Competition Act, and any filing fees associated with the filings related to the contrary, none of the Company, any Company Stockholder or the Designated Monitor FCC Consent and Industry Canada Approval shall be obligated to file any rebuttal or submit any filing as an applicant or notificant with any bank regulatory authority including under paid equally by Purchaser on the Savings one hand and Loan Holding Company Act, Sellers on the Change in Bank Control Act or Part 574 of 12 C.F.R.other hand.

Efforts and Actions to Cause Closing to Occur. (a) Prior to the Closing, upon the terms and subject to the conditions of this Agreement, Parent, Merger Sub Purchaser and the Company Seller shall use their respective commercially reasonable efforts Commercially Reasonable Efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and assist done and cooperate with other parties and with each other in order to do do, all things necessary, proper or advisable (subject to applicable Lawany Applicable Laws) to consummate and make effective the Closing and the transactions contemplated hereby, including the Merger, as promptly as practicable, including, without limitation, including the preparation and filing of all documentation to effect all filingsforms, notices, petitions, statements, registrations, submissions of information, applications registrations and other documents (including the delivery of any notices required to be provided by the Company to the Company Stockholders pursuant to the DGCL) necessary filed to consummate the Closing and the transactions contemplated hereby, including the Merger, other Transactions and the taking of such actions as are necessary to obtain any requisite Permits. In furtherance approvals, authorizations, consents, Orders, licenses, permits, qualifications, exemptions or waivers by any third party or Governmental Entity, and not in limitation of the foregoing, Parent and the Company shall as promptly as practicable after the date hereof (to the extent not made prior to the date hereof) and, with respect to clause specifically including: (i) hereof, in any event within ten days after the date hereof (i) to make or cause to be made the filings required of such party Party or any of its Affiliates under any Applicable Laws (which shall specifically request early termination of the waiting period under the HSR Act) with respect to the transactions contemplated by this Agreement, all of which are set forth on Schedules 4.4, 5.2 and 6.3 as promptly as is reasonably practicable, and in order any event within fifteen (15) Business Days after the date hereof, and to obtain all Permits required pay any fees due from it in connection with such filings; (ii) to cooperate with the Merger other Party and other transactions contemplated hereby, including written notices to furnish all information in such Party’s possession or in the OTS and the FDIC (or possession of such Party’s Affiliates that is necessary in connection with any other applicable banking regulatorParty’s filings; (iii) and to use Commercially Reasonable Efforts to cause the expiration or early termination of the notice or waiting periods under the HSR Act (Act, if applicable, and any other applicable Antitrust Laws)Applicable Laws with respect to the Transactions as promptly as is reasonably practicable; (iv) to promptly inform the other Party of any communication from or to, and any proposed understanding or agreement with, any Governmental Entity in respect of such filings, and permit the other Party to review in advance any proposed communication by such Party or its Affiliates to any Governmental Entity; (iiv) comply to consult and cooperate with the other Party in connection with any request analyses, appearances, presentations, memoranda, briefs, arguments and opinions made or submitted by or on behalf of any Party or its Affiliates in connection with all meetings, actions and proceedings with Governmental Entities relating to such Governmental Entity filings; (including the OTSvi) to comply, FDIC and promptly as is reasonably practicable, with any other applicable banking regulator) and under the HSR Act requests received by such Party or any of its Affiliates for additional information, documents or other materials received in connection with such filings; (vii) to use Commercially Reasonable Efforts to resolve any objections or respond to any questions as may be asserted or requested by such party from any Governmental Entity with respect to the Transactions; and (viii) to use Commercially Reasonable Efforts to contest and resist any action or proceeding instituted (or threatened in writing to be instituted) by any Governmental Entity challenging the transactions contemplated by this Agreement as being in violation of any Law. In connection with filings to be made and actions taken under the HSR Act, the Parties shall each pay fifty percent (50%) of the filing fees with respect thereto; provided, however, each Party shall bear its own attorneys’ fees and expenses otherwise incurred in connection with any filings, including as a result of any investigation or Action under the HSR Act initiated by the DOJ Antitrust Division or the FTC. No Party to this Agreement shall agree to participate in any meeting with any Governmental Entity in respect of such filings any filings, investigation or such transactions. Notwithstanding anything other inquiry unless it consults with the other Parties in this Agreement advance and, to the contraryextent permitted by such Governmental Entity, none gives the other Party the opportunity to attend and participate at such meeting. Subject to the final sentence of the CompanySection 7.2(b), Purchaser and Seller and their Affiliates shall not take any Company Stockholder action that could reasonably be expected to hinder or the Designated Monitor shall be obligated to file delay clearance or any rebuttal or submit any filing as an applicant or notificant with any bank regulatory authority including necessary approval under the Savings and Loan Holding Company Act, the Change in Bank Control HSR Act or Part 574 of 12 C.F.R.any other Applicable Laws.