Common use of Legal Conditions to Merger Clause in Contracts

Legal Conditions to Merger. (a) Subject to the terms and conditions of this Agreement, each of NBC and Seasons shall, and shall cause their respective Subsidiaries to, use their reasonable best efforts (i) to take, or cause to be taken, all actions necessary, proper or advisable to comply promptly with all legal requirements which may be imposed on such party or its Subsidiaries with respect to the Merger and, subject to the conditions set forth in Article VIII hereof, to consummate the transactions contemplated by this Agreement and (ii) to obtain (and to cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity and any other third party which is required to be obtained by Seasons or NBC or any of their respective Subsidiaries in connection with the Merger and the other transactions contemplated by this Agreement; provided, however, that no party shall be required to take any action pursuant to the foregoing sentence if the taking of such action or the obtaining of such consents, authorizations, orders, approvals or exemptions is reasonably likely to result in a condition or restriction having an effect of the type referred to in Section 8.2(c).

Legal Conditions to Merger. (a) Subject to the terms and conditions of this Agreement, each of NBC Washington Mutual and Seasons Dime shall, and shall cause their respective Subsidiaries to, use their reasonable best efforts (i) to take, or cause to be taken, all actions necessary, proper or advisable to comply promptly with all legal requirements which may be imposed on such party or its Subsidiaries with respect to the Merger and, subject to the conditions set forth in Article VIII Section 8 hereof, to consummate the transactions contemplated by this Agreement and (ii) to obtain (and to cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity and any other third party which is required to be obtained by Seasons Dime or NBC Washington Mutual or any of their respective Subsidiaries in connection with the Merger and the other transactions contemplated by this Agreement; provided, however, that no party shall be required to take any action pursuant to the foregoing sentence if the taking of such action or the obtaining of such consents, authorizations, orders, approvals or exemptions is reasonably likely to result in a condition or restriction having an effect of the type referred to in Section 8.2(c).

Legal Conditions to Merger. (a) Subject to the terms and conditions of this Agreement, each of NBC TD and Seasons Banknorth shall, and shall cause their respective Subsidiaries to, use their reasonable best efforts (i) to take, or cause to be taken, all actions necessary, proper or advisable to comply promptly with all legal requirements which may be imposed on such party or its Subsidiaries with respect to the Migratory Merger andor the Acquisition Merger, subject to the conditions set forth in Article VIII VII hereof, to consummate the transactions contemplated by this Agreement and (ii) to obtain (and to cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity and any other third party which is required to be obtained by Seasons Banknorth or NBC TD or any of their respective Subsidiaries in connection with the Merger Mergers and the other transactions contemplated by this Agreement; provided, however, that no party shall be required to take any action pursuant to the foregoing sentence if the taking of such action or the obtaining of such consents, authorizations, orders, approvals or exemptions is reasonably likely to result in a condition or restriction having an effect of the type referred to in Section 8.2(c7.2(c).

Legal Conditions to Merger. (a) Subject to the terms and conditions of this Agreement, each of NBC Parent and Seasons shall, and shall cause their respective Subsidiaries to, use their reasonable best efforts (i) to take, or cause to be taken, all actions necessary, proper or advisable to comply promptly with all legal requirements which may be imposed on such party or its Subsidiaries with respect to the Merger and, subject to the conditions set forth in Article VIII VII hereof, to consummate the transactions contemplated by this Agreement and (ii) to obtain (and to cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity and any other third party which is required to be obtained by Seasons or NBC Parent or any of their respective Subsidiaries in connection with the Merger and the other transactions contemplated by this Agreement; provided, however, that no party shall be required to take any action pursuant to the foregoing sentence if the taking of such action or the obtaining of such consents, authorizations, orders, approvals or exemptions is reasonably likely to result in a condition or restriction having an effect of the type referred to in Section 8.2(c7.2(c).

Legal Conditions to Merger. (a) Subject to the terms and conditions of this Agreement, each of NBC Xxxxxx County and Seasons Independent shall, and shall cause their respective Subsidiaries to, use their reasonable best efforts (i) to take, or cause to be taken, all actions necessary, proper or advisable to comply promptly with all legal requirements which may be imposed on such party or its Subsidiaries with respect to the Merger and, subject to the conditions set forth in Article VIII Section 8 hereof, to consummate the transactions contemplated by this Agreement and (ii) to obtain (and to cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity and any other third party which is required to be obtained by Seasons Independent or NBC Xxxxxx County or any of their respective Subsidiaries in connection with the Merger and the other transactions contemplated by this Agreement; provided, however, that no party shall be required to take any action pursuant to the foregoing sentence if the taking of such action or the obtaining of such consents, authorizations, orders, approvals or exemptions is reasonably likely to result in a condition or restriction having an effect of the type referred to in Section 8.2(c8.02(c).

Legal Conditions to Merger. (a) Subject to the terms and conditions of this Agreement, each of NBC and Seasons SunCoast shall, and shall cause their respective Subsidiaries to, use their reasonable best efforts (i) to take, or cause to be taken, all actions necessary, proper or advisable to comply promptly with all legal requirements which may be imposed on such party or its Subsidiaries with respect to the Merger and, subject to the conditions set forth in Article VIII hereof, to consummate the transactions contemplated by this Agreement and (ii) to obtain (and to cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity and any other third party which is required to be obtained by Seasons SunCoast or NBC or any of their respective Subsidiaries in connection with the Merger and the other transactions contemplated by this Agreement; provided, however, that no party shall be required to take any action pursuant to the foregoing sentence if the taking of such action or the obtaining of such consents, authorizations, orders, approvals or exemptions is reasonably likely to result in a condition or restriction having an effect of the type referred to in Section 8.2(c).

Legal Conditions to Merger. (a) Subject to the terms and conditions Each of this Agreement, each of NBC and Seasons First-Knox xxx Park shall, and shall cause their respective its Subsidiaries to, use their all reasonable best efforts (i) to take, or cause to be taken, all actions necessary, proper or advisable necessary to comply promptly with all legal requirements which may be imposed on such party or its Subsidiaries with respect to the Merger and, subject to the conditions set forth in Article VIII hereof, and to consummate the transactions contemplated by this Agreement as promptly as practicable, subject to the appropriate vote of shareholders of First-Knox xxx Park described in Section 6.1 (a), and (ii) to obtain (and to cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity and or any other public or private third party which is required to be obtained or made by Seasons or NBC such party or any of their respective its Subsidiaries in connection with the Merger and the other transactions contemplated by this Agreement; provided, however, that no a party shall not be required obligated to take any action pursuant to the foregoing sentence if the taking of such action or such compliance or the obtaining of such consentsconsent, authorizationsauthorization, ordersorder, approvals approval or exemptions exemption is reasonably likely likely, in such party's reasonable opinion, to result in a condition or restriction on such party or on the Surviving Corporation having an effect of the type referred to in Section 8.2(c6.1(g). Each of First-Knox xxx Park will promptly cooperate with and furnish information to the other in connection with any such burden suffered by, or requirement imposed upon, any of them or any of their Subsidiaries in connection with the foregoing.

Legal Conditions to Merger. (a) Subject to the terms and conditions Each of this Agreement, each of NBC and Seasons First-Knox xxx Park shall, and shall cause their respective its Subsidiaries to, use their all reasonable best efforts (i) to take, or cause to be taken, all actions necessary, proper or advisable necessary to comply promptly with all legal requirements which may be imposed on such party or its Subsidiaries with respect to the Merger and, subject to the conditions set forth in Article VIII hereof, and to consummate the transactions contemplated by this Agreement as promptly as practicable, subject to the appropriate vote of shareholders of First-Knox xxx Park described in Section 6.1(a), and (ii) to obtain (and to cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity and or any other public or private third party which is required to be obtained or made by Seasons or NBC such party or any of their respective its Subsidiaries in connection with the Merger and the other transactions contemplated by this Agreement; provided, however, that no a party shall not be required obligated to take any action pursuant to the foregoing sentence if the taking of such action or such compliance or the obtaining of such consentsconsent, authorizationsauthorization, ordersorder, approvals approval or exemptions exemption is reasonably likely likely, in such party's reasonable opinion, to result in a condition or restriction on such party or on the Surviving Corporation having an effect of the type referred to in Section 8.2(c6.1(g). Each of First-Knox xxx Park will promptly cooperate with and furnish information to the other in connection with any such burden suffered by, or requirement imposed upon, any of them or any of their Subsidiaries in connection with the foregoing.

Legal Conditions to Merger. (a) Subject to the terms Each of Scripps and conditions of this Agreement, each of NBC and Seasons shall, and PCB shall cause their respective Subsidiaries to, use their reasonable best efforts (i) to take, or cause to be taken, all actions necessary, proper or advisable necessary to comply promptly with all legal requirements which may be imposed on such party or its Subsidiaries with respect to the Merger andMerger, subject to the conditions set forth in Article VIII VI hereof, to consummate the transactions contemplated by this Agreement and (ii) to obtain (and to cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Government Entity and any other public or private third party which is required to be obtained or made by Seasons or NBC or any of their respective Subsidiaries such party in connection with the Merger and the other transactions contemplated by this Agreement; providedPROVIDED, howeverHOWEVER, that no a party shall not be required obligated to take any action pursuant to the foregoing sentence if the taking of such action or such compliance or the obtaining or such consent, authorization, order, approval or exemption is likely, in the reasonable opinion of such consentsparty's Board of Directors, authorizations, orders, approvals or exemptions is reasonably likely to result in the imposition of a condition or restriction having an effect on such party of the type referred to in Section 8.2(c)6.1(f) hereof. Each of Scripps and PCB will promptly cooperate with and furnish information to the other in connection with any such condition or restriction suffered by, or requirement imposed upon, any of them in connection with the foregoing.

Legal Conditions to Merger. (a) Subject to the terms and conditions of this Agreement, each of NBC and Seasons Each Company shall, and shall cause their respective Subsidiaries its subsidiaries to, use their all reasonable best efforts (ia) to take, or cause to be taken, all actions necessary, proper or advisable necessary to comply promptly with all legal requirements which may be imposed on such party or its Subsidiaries subsidiaries with respect to the Merger and, subject to the conditions set forth in Article VIII hereof, and to consummate the transactions contemplated by this Agreement Agreement, subject to the appropriate vote or consent of stockholders and (iib) to obtain (and to cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity governmental entity and or any other public or private third party which is required to be obtained or made by Seasons or NBC such party or any of their respective Subsidiaries its subsidiaries in connection with the Merger and the other transactions contemplated by this Agreement; provided, however, that no a party shall not be required obligated to take any action pursuant to the foregoing sentence if the taking of such action or such compliance or the obtaining of such consentsconsent, authorizationsauthorization, ordersorder, approvals approval or exemptions is reasonably likely exemption would, in such party's reasonable opinion, (i) be materially burdensome to such party and its subsidiaries taken as a whole or impact in such a materially adverse manner the economic or business benefits of the transactions contemplated by this Agreement as to render inadvisable the consummation of the Merger or (ii) result in the imposition of a condition or restriction having an effect on such party or on the Surviving Corporation of the type referred to in Section 8.2(c5.1(e). Each Company will promptly cooperate with and furnish information to the others in connection with any such burden suffered by, or requirement imposed upon, any of them or any of their subsidiaries in connection with the foregoing.