Common use of Legal Conditions to Merger Clause in Contracts

Legal Conditions to Merger. Subject in all respects to Section 6.1 of this Agreement, each of Huntington and FirstMerit shall, and shall cause its Subsidiaries to, use their reasonable best efforts, in each case as promptly as practicable, (a) to take, or cause to be taken, all actions necessary, proper or advisable to comply promptly with all legal requirements that may be imposed on such party or its Subsidiaries with respect to the Merger and the Bank Merger and, subject to the conditions set forth in Article VII hereof, to consummate the transactions contemplated by this Agreement, and (b) to obtain (and to cooperate with the other party to obtain) any material consent, authorization, order or approval of, or any exemption by, any Governmental Entity and any other third party that is required to be obtained by FirstMerit or Huntington or any of their respective Subsidiaries in connection with the Merger, the Bank Merger and the other transactions contemplated by this Agreement.

Legal Conditions to Merger. Subject in all respects to Section 6.1 of this Agreement, each of Huntington and FirstMerit TCF shall, and shall cause its Subsidiaries to, use their reasonable best efforts, in each case as promptly as practicable, (a) to take, or cause to be taken, all actions necessary, proper or advisable to comply promptly with all legal and regulatory requirements that may be imposed on such party or its Subsidiaries with respect to the Merger and the Bank Merger and, subject to the conditions set forth in Article VII hereof, to consummate the transactions contemplated by this Agreement, and (b) to obtain (and to cooperate with the other party to obtain) any material consent, authorization, order or approval of, or any exemption by, any Governmental Entity and any other third party that is required to be obtained by FirstMerit TCF or Huntington or any of their respective Subsidiaries in connection with the Merger, the Bank Merger and the other transactions contemplated by this Agreement.

Legal Conditions to Merger. Subject in all respects to Section 6.1 of this Agreement, each of Huntington Wxxxxxx and FirstMerit Sterling shall, and shall cause its Subsidiaries to, use their reasonable best efforts, in each case as promptly as practicable, efforts (a) to take, or cause to be taken, all actions necessary, proper or advisable to comply promptly with all legal and regulatory requirements that may be imposed on such party or its Subsidiaries with respect to the Merger and the Bank Merger and, subject to the conditions set forth in Article VII hereof, to consummate the transactions contemplated by this Agreement, including the Merger and the Bank Merger, and (b) to obtain (and to cooperate with the other party to obtain) any material consent, authorization, order or approval of, or any exemption by, any Governmental Entity and any other third party that is required to be obtained by FirstMerit Sterling or Huntington Wxxxxxx or any of their respective Subsidiaries in connection with the Merger, the Bank Merger and the other transactions contemplated by this Agreement.

Legal Conditions to Merger. Subject in all respects to Section 6.1 of this Agreement, each of Huntington Purchaser and FirstMerit the Company shall, and shall cause its Subsidiaries to, use their respective reasonable best efforts, in each case as promptly as practicable, efforts (a) to take, or cause to be taken, all actions necessary, proper or advisable to comply promptly with all legal and regulatory requirements that may be imposed on such party or its Subsidiaries with respect to the Merger and the Bank Merger and, subject to the conditions set forth in Article ARTICLE VII hereof, to consummate the transactions contemplated by this Agreement, and (b) to obtain (and to cooperate with the other party to obtain) any material consent, authorization, order or approval of, or any exemption by, any Governmental Entity and any other third party that is required to be obtained by FirstMerit the Company or Huntington Purchaser or any of their respective Subsidiaries in connection with the Merger, the Bank Merger and the other transactions contemplated by this Agreement.

Legal Conditions to Merger. Subject in all respects to Section 6.1 of this Agreement, each of Huntington Xxxxxxx and FirstMerit Sterling shall, and shall cause its Subsidiaries to, use their reasonable best efforts, in each case as promptly as practicable, efforts (a) to take, or cause to be taken, all actions necessary, proper or advisable to comply promptly with all legal and regulatory requirements that may be imposed on such party or its Subsidiaries with respect to the Merger and the Bank Merger and, subject to the conditions set forth in Article VII hereof, to consummate the transactions contemplated by this Agreement, including the Merger and the Bank Merger, and (b) to obtain (and to cooperate with the other party to obtain) any material consent, authorization, order or approval of, or any exemption by, any Governmental Entity and any other third party that is required to be obtained by FirstMerit Sterling or Huntington Xxxxxxx or any of their respective Subsidiaries in connection with the Merger, the Bank Merger and the other transactions contemplated by this Agreement.

Legal Conditions to Merger. Subject in all respects to Section 6.1 of this Agreement, each of Huntington Old National and FirstMerit First Midwest shall, and shall cause its Subsidiaries to, use their reasonable best efforts, in each case as promptly as practicable, efforts (a) to take, or cause to be taken, all actions necessary, proper or advisable to comply promptly with all legal and regulatory requirements that may be imposed on such party or its Subsidiaries with respect to the Merger and the Bank Merger and, subject to the conditions set forth in Article VII hereof, to consummate the transactions contemplated by this Agreement, including the Merger and the Bank Merger, and (b) to obtain (and to cooperate with the other party to obtain) any material consent, authorization, order or approval of, or any exemption by, any Governmental Entity and any other third party that is required to be obtained by FirstMerit Old National or Huntington First Midwest or any of their respective Subsidiaries in connection with the Merger, the Bank Merger and the other transactions contemplated by this Agreement.

Legal Conditions to Merger. Subject in all respects to Section 6.1 of this Agreement, each of Huntington Columbia and FirstMerit Umpqua shall, and shall cause its Subsidiaries to, use their reasonable best efforts, in each case as promptly as practicable, efforts (a) to take, or cause to be taken, all actions necessary, proper or advisable to comply promptly with all legal and regulatory requirements that may be imposed on such party or its Subsidiaries with respect to the Merger Mergers and the Bank Merger and, subject to the conditions set forth in Article VII hereof, to consummate the transactions contemplated by this Agreement, including the Mergers and the Bank Merger, and (b) to obtain (and to cooperate with the other party to obtain) any material consent, authorization, order or approval of, or any exemption by, any Governmental Entity and any other third party that is required to be obtained by FirstMerit Umpqua or Huntington Columbia or any of their respective Subsidiaries in connection with the MergerMergers, the Bank Merger and the other transactions contemplated by this Agreement.

Legal Conditions to Merger. Subject in all respects to Section 6.1 (including the last sentence of this AgreementSection 6.1(b)), each of Huntington Parent and FirstMerit the Company shall, and shall cause its Subsidiaries to, use their commercially reasonable best efforts, in each case as promptly as practicable, efforts (a) to take, or cause to be taken, all actions necessary, proper or advisable to comply promptly with all legal requirements that may be imposed on such party or its Subsidiaries with respect to the Merger Integrated Mergers and the Bank Merger and, subject to the conditions set forth in Article VII hereofVII, to consummate the transactions contemplated by this Agreement, Agreement (including the Integrated Mergers and the Bank Merger) and (b) to obtain (and to cooperate with the other party to obtain) any material consent, authorization, permit, order or approval of, or any exemption by, any Governmental Entity and any other third party that is required to be obtained by FirstMerit the Company or Huntington Parent or any of their respective Subsidiaries in connection with the MergerIntegrated Mergers, the Bank Merger and the or any other transactions transaction contemplated by this Agreement.

Legal Conditions to Merger. Subject in all respects to Section 6.1 6.1(c) of this Agreement, each of Huntington LINK and FirstMerit Partners shall, and shall cause its Subsidiaries to, use their reasonable best efforts, in each case as promptly as practicable, efforts (a) to take, or cause to be taken, all actions necessary, proper or advisable to comply promptly with all legal and regulatory requirements that may be imposed on such party or its Subsidiaries with respect to the Merger and the Bank Merger Mergers and, subject to the conditions set forth in Article VII hereof, to consummate the transactions contemplated by this Agreement, including the Merger and the Bank Mergers, and (b) to obtain (and to cooperate with the other party to obtain) any material consent, authorization, order or approval of, or any exemption by, any Governmental Entity and any other third party that is required to be obtained by FirstMerit LINK or Huntington Partners or any of their respective Subsidiaries in connection with the Merger, the Bank Merger Mergers and the other transactions contemplated by this Agreement.

Legal Conditions to Merger. Subject in all respects to Section 6.1 (including the last sentence of this AgreementSection 6.1(b)), each of Huntington and FirstMerit party shall, and shall cause its Subsidiaries to, use their reasonable best efforts, in each case as promptly as practicable, efforts to (a) to take, or cause to be taken, all actions necessary, proper or advisable to comply promptly with all legal requirements of Law that may be imposed on such party or its Subsidiaries with respect to the Merger Integrated Mergers and the Bank Merger Mergers and, subject to the conditions set forth in Article VII hereofVII, to consummate the transactions contemplated by this Agreement, Agreement (including the Integrated Mergers and the Bank Mergers) and (b) to obtain (and to cooperate with the other party to obtain) any material consent, authorization, order permit, order, license or approval of, or any exemption by, any Governmental Entity and any other third party that is required required, necessary or advisable to be obtained by FirstMerit the Company or Huntington Parent or any of their respective Subsidiaries in connection with the MergerIntegrated Mergers, the Bank Merger and the Mergers or any other transactions transaction contemplated by this Agreement.

Legal Conditions to Merger. Subject in all respects to Section 6.1 of this Agreement, each of Huntington Parent and FirstMerit the Company shall, and shall cause its Subsidiaries to, use their reasonable best efforts, in each case as promptly as practicable, efforts (a) to take, or cause to be taken, all actions necessary, proper or advisable to comply promptly with all legal requirements that may be imposed on such party or its Subsidiaries with respect to the Merger Integrated Mergers and the Bank Merger and, subject to the conditions set forth in Article VII hereofVII, to consummate the transactions contemplated by this Agreement, Agreement (including the Integrated Mergers and the Bank Merger) and (b) to obtain (and to cooperate with the other party to obtain) any material consent, authorization, permit, order or approval of, or any exemption by, any Governmental Entity and any other third party that is required to be obtained by FirstMerit the Company or Huntington Parent or any of their respective Subsidiaries in connection with the MergerIntegrated Mergers, the Bank Merger and the or any other transactions transaction contemplated by this Agreement.

Legal Conditions to Merger. Subject in all respects to Section 6.1 of this Agreement, each of Huntington the Parent Entities and FirstMerit the Company shall, and shall cause its their respective Subsidiaries to, use their reasonable best efforts, in each case as promptly as practicable, efforts (a) to take, or cause to be taken, all actions necessary, proper or advisable to comply promptly with all legal and regulatory requirements that may be imposed on such party or its Subsidiaries with respect to the Merger, the Bank Merger and the Bank Holdco Merger and, subject to the conditions set forth in Article VII hereof, to consummate the transactions contemplated by this Agreement, and (b) to obtain (and to cooperate with the other party to obtain) any material consent, authorization, order or approval of, or any exemption by, any Governmental Entity and any other third party that is required to be obtained by FirstMerit the Company or Huntington any of the Parent Entities or any of their respective Subsidiaries in connection with the Merger, the Bank Merger, the Holdco Merger and the other transactions contemplated by this Agreement.

Legal Conditions to Merger. Subject in all respects to Section 6.1 Sections 7.1 and 7.4 of this Agreement, each of Huntington BCB and FirstMerit IAB shall, and shall cause its Subsidiaries to, use their reasonable best efforts, in each case as promptly as practicable, : (a) to take, or cause to be taken, all actions necessary, proper or advisable to comply promptly with all legal requirements that may be imposed on such party or its Subsidiaries with respect to the Merger and the Bank Merger and, subject to the conditions set forth in Article VII 8 hereof, to consummate the transactions contemplated by this Agreement; and, and (b) to obtain (and to cooperate with the other party Party to obtain) any material consent, authorization, order Consent or approval of, or Order by any exemption by, any Governmental Entity Regulatory Authority and any other third party that is required to be obtained by FirstMerit IAB or Huntington BCB or any of their respective Subsidiaries in connection with the Merger, the Bank Merger and the other transactions contemplated by this Agreement.

Legal Conditions to Merger. Subject in all respects to Section 6.1 the other provisions of this AgreementAgreement (including, without limitation, Sections 7.02(c) and 9.01), each of Huntington the Bank and FirstMerit Target Holding Company shall, and the Bank and Target Holding Company shall cause its each of their respective Subsidiaries to, use their reasonable its best efforts, in each case as promptly as practicable, efforts (a) to take, or cause to be taken, all actions necessary, proper or advisable to comply promptly with all legal requirements that which may be imposed on such party or its Subsidiaries with respect to the Merger and the Bank Merger Merger, and, subject to the conditions set forth in Article VII hereof, to consummate the transactions contemplated by this Agreement, and (b) to obtain (and to cooperate with the other party to obtain) any material consent, waiver, authorization, order or approval of, or any exemption by, any Governmental Entity governmental entity and any other third party that which is required to be obtained by FirstMerit Target Holding Company or Huntington the Bank or any of their respective Subsidiaries in connection with the Merger, the Bank Merger and the other transactions contemplated by this Agreement.

Legal Conditions to Merger. Subject in all respects to Section 6.1 of this Agreement, each of Huntington Buyer and FirstMerit Seller shall, and Seller shall cause its Subsidiaries to, use their reasonable best efforts, in each case as promptly as practicable, efforts (a) to take, or cause to be taken, all actions necessary, proper or advisable to comply promptly with all legal requirements that may be imposed on such party or its Subsidiaries with respect to the Merger and the Bank Merger and, subject to the conditions set forth in Article VII hereofVII, to consummate the transactions contemplated by this AgreementAgreement (including the Merger, Bank Combination and Dissolution) and (b) to obtain (and to cooperate with the other party to obtain) any material consent, authorization, permit, order or approval of, or any exemption by, any Governmental Entity and any other third party that is required to be obtained by FirstMerit Buyer or Huntington Seller or any of their respective Seller’s Subsidiaries in connection with the Merger, the Bank Merger and the or any other transactions transaction contemplated by this Agreement.

Legal Conditions to Merger. Subject in all respects to Section Sections 6.1 of this Agreementand 6.3, each of Huntington Seller and FirstMerit Buyer shall, and shall cause its their respective Subsidiaries to, use their reasonable best efforts, in each case as promptly as practicable, efforts (a) to take, or cause to be taken, all actions reasonably necessary, proper or advisable to comply promptly with all legal requirements that may be imposed on such party or its Subsidiaries with respect to the Merger and the Bank Merger and, subject to the conditions set forth in Article VII hereof, to consummate the transactions contemplated by this Agreement, and (b) to obtain (and to cooperate with the other party parties to obtain) any material consent, authorization, order or approval of, or any exemption by, any Governmental Entity or Regulatory Agency without the imposition of any Burdensome Condition and any other third party that is required to be obtained by FirstMerit Buyer, Seller or Huntington or any of their respective Subsidiaries in connection with the Merger, the Bank Merger and the other transactions contemplated by this Agreement.

Legal Conditions to Merger. Subject in all respects to Section 6.1 of this Agreement, each of Huntington Buyer and FirstMerit Company shall, and shall cause its Subsidiaries to, use their reasonable best efforts, in each case as promptly as practicable, (a) to take, or cause to be taken, all actions necessary, proper or advisable to comply promptly with all legal and regulatory requirements that may be imposed on such party or its Subsidiaries with respect to the Merger and the Bank Merger and, subject to the conditions set forth in Article VII hereof, to consummate the transactions contemplated by this Agreement, and (b) to obtain (and to cooperate with the other party to obtain) any material consent, authorization, order or approval of, or any exemption by, any Governmental Entity and any other third party that is required to be obtained by FirstMerit Company or Huntington Buyer or any of their respective Subsidiaries in connection with the Merger, the Bank Merger and the other transactions contemplated by this Agreement.

Legal Conditions to Merger. Subject in all respects to Section Sections 6.1 and 6.3 of this Agreement, each of Huntington Purchaser and FirstMerit the Company shall, and shall cause its Subsidiaries to, use their respective reasonable best efforts, in each case as promptly as practicable, efforts (a) to take, or cause to be taken, all actions necessary, proper or advisable to comply promptly with all legal and regulatory requirements that may be imposed on such party or its Subsidiaries with respect to the Merger and the Bank Merger and, subject to the conditions set forth in Article VII hereof, to consummate the transactions contemplated by this Agreement, and (b) to obtain (and to cooperate with the other party to obtain) any material consent, authorization, order or approval of, or any exemption by, any Governmental Entity and any other third party that is required to be obtained by FirstMerit the Company or Huntington Purchaser or any of their respective Subsidiaries in connection with the Merger, the Bank Merger and the other transactions contemplated by this Agreement.

Legal Conditions to Merger. Subject in all respects to Section 6.1 of this Agreement, each of Huntington SouthState and FirstMerit IBTX shall, and shall cause its Subsidiaries to, use their reasonable best efforts, in each case as promptly as practicable, efforts (a) to take, or cause to be taken, all actions necessary, proper or advisable to comply promptly with all legal requirements that may be imposed on such party or its Subsidiaries with respect to the Merger and the Bank Merger and, subject to the conditions set forth in Article VII hereof, to consummate the transactions contemplated by this Agreement, Agreement and the Bank Merger Agreement and (b) to obtain (and to cooperate with the other party to obtain) any material consent, authorization, order or approval of, or any exemption by, any Governmental Entity and any other third party that is required to be obtained by FirstMerit IBTX or Huntington SouthState or any of their respective Subsidiaries in connection with the Merger, the Bank Merger and the other transactions contemplated by this Agreement and the Bank Merger Agreement.

Legal Conditions to Merger. Subject in all respects to Section 6.1 of this Agreement, each of Huntington Xxxxxxx Xxxxxxx and FirstMerit MidSouth shall, and shall cause its Subsidiaries to, use their reasonable best efforts, in each case as promptly as reasonably practicable, (a) to take, or cause to be taken, all actions necessary, proper or advisable to comply promptly with all legal requirements that may be imposed on such party or its Subsidiaries with respect to the Merger and the Bank Merger and, subject to the conditions set forth in Article VII hereof, to consummate the transactions contemplated by this Agreement, and (b) to obtain (and to cooperate with the other party to obtain) any material consent, authorization, order or approval of, or any exemption by, any Governmental Entity and any other third party that is required to be obtained by FirstMerit MidSouth or Huntington Xxxxxxx Xxxxxxx or any of their respective Subsidiaries in connection with the Merger, the Bank Merger and the other transactions contemplated by this Agreement.

Legal Conditions to Merger. Subject in all respects to Section 6.1 Sections 6.1, 6.3 and 6.12 of this Agreement, each of Huntington Purchaser and FirstMerit Company shall, and shall cause its Subsidiaries to, use their reasonable best efforts, in each case as promptly as practicable, efforts (a) to take, or cause to be taken, all actions necessary, proper or advisable to comply promptly with all legal requirements that may be imposed on such party or its Subsidiaries with respect to the Merger and the Bank Merger and, subject to the conditions set forth in Article VII hereof, to consummate the transactions contemplated by this Agreement, and (b) to obtain (and to cooperate with the other party to obtain) any material consent, authorization, order or approval of, or any exemption by, any Governmental Entity and any other third party that is required to be obtained by FirstMerit Company or Huntington Purchaser or any of their respective Subsidiaries in connection with the Merger, the Bank Merger and the other transactions contemplated by this Agreement.

Legal Conditions to Merger. Subject in all respects to Section 6.1 of this Agreement, each of Huntington Parent and FirstMerit the Company shall, and shall cause its Subsidiaries to, use their reasonable best efforts, in each case as promptly as reasonably practicable, (a) to take, or cause to be taken, all actions necessary, proper or advisable to comply promptly with all legal requirements that may be imposed on such party or its Subsidiaries with respect to the Merger Integrated Mergers and the Bank Merger and, subject to the conditions set forth in Article VII hereof, to consummate the transactions contemplated by this Agreement, Agreement and (b) to obtain (and to cooperate with the other party to obtain) any material consent, authorization, order or approval of, or any exemption by, any Governmental Entity and any other third party that is required to be obtained by FirstMerit the Company or Huntington Parent or any of their respective Subsidiaries in connection with the MergerIntegrated Mergers, the Bank Merger and the other transactions contemplated by this Agreement.

Legal Conditions to Merger. Subject in all respects to Section 6.1 Sections 6.1, 6.3 and 6.12 of this Agreement, each of Huntington Purchaser and FirstMerit Company shall, and shall cause its Subsidiaries to, use their reasonable best efforts, in each case as promptly as practicable, efforts (a) to take, or cause to be taken, all actions necessary, proper or advisable to comply promptly with all legal requirements that may be imposed on such party or its Subsidiaries with respect to the Merger and the Bank Merger and, subject to the conditions set forth in Article VII hereof, to consummate the transactions contemplated by this Agreement, and (b) to obtain (and to cooperate with the other party to obtain) any material consent, authorization, order or approval of, or any exemption by, any Governmental Entity and any other third party that is required to be obtained by FirstMerit Company or Huntington Purchaser or any of their respective Subsidiaries in connection with the Merger, the Bank Merger Merger, and the other transactions contemplated by this Agreement.. 6.5

Legal Conditions to Merger. Subject in all respects to Section 6.1 6.1(c) of this Agreement, each of Huntington PFIS and FirstMerit FNCB shall, and shall cause its Subsidiaries to, use their reasonable best efforts, in each case as promptly as practicable, efforts (a) to take, or cause to be taken, all actions necessary, proper or advisable to comply promptly with all legal and regulatory requirements that may be imposed on such party or its Subsidiaries with respect to the Merger and the Bank Merger and, subject to the conditions set forth in Article VII hereof, to consummate the transactions contemplated by this Agreement, including the Merger and the Bank Merger, and (b) to obtain (and to cooperate with the other party to obtain) any material consent, authorization, order or approval of, or any exemption by, any Governmental Entity and any other third party that is required to be obtained by FirstMerit PFIS or Huntington FNCB or any of their respective Subsidiaries in connection with the Merger, the Bank Merger and the other transactions contemplated by this Agreement.

Legal Conditions to Merger. Subject in all respects to Section 6.1 Sections 6.1, 6.3 and 6.11 of this Agreement, each of Huntington Purchaser and FirstMerit the Company shall, and shall cause its Subsidiaries to, use their respective reasonable best efforts, in each case as promptly as practicable, efforts (a) to take, or cause to be taken, all actions necessary, proper or advisable to comply promptly with all legal and regulatory requirements that may be imposed on such party or its Subsidiaries with respect to the Merger and the Bank Merger and, subject to the conditions set forth in Article VII hereof, to consummate the transactions contemplated by this Agreement, and (b) to obtain (and to cooperate with the other party to obtain) any material consent, authorization, order or approval of, or any exemption by, any Governmental Entity and any other third party that is required to be obtained by FirstMerit the Company or Huntington Purchaser or any of their respective Subsidiaries in connection with the Merger, the Bank Merger and the other transactions contemplated by this Agreement.

Legal Conditions to Merger. Subject in all respects to Section 6.1 of this Agreement, each of Huntington Hxxxxxx Xxxxxxx and FirstMerit MidSouth shall, and shall cause its Subsidiaries to, use their reasonable best efforts, in each case as promptly as reasonably practicable, (a) to take, or cause to be taken, all actions necessary, proper or advisable to comply promptly with all legal requirements that may be imposed on such party or its Subsidiaries with respect to the Merger and the Bank Merger and, subject to the conditions set forth in Article VII hereof, to consummate the transactions contemplated by this Agreement, and (b) to obtain (and to cooperate with the other party to obtain) any material consent, authorization, order or approval of, or any exemption by, any Governmental Entity and any other third party that is required to be obtained by FirstMerit MidSouth or Huntington Hxxxxxx Xxxxxxx or any of their respective Subsidiaries in connection with the Merger, the Bank Merger and the other transactions contemplated by this Agreement.

Legal Conditions to Merger. Subject in all respects to Section 6.1 of this Agreement, each of Huntington Parent and FirstMerit the Company shall, and shall cause its Subsidiaries to, use their reasonable best efforts, in each case as promptly as practicable, efforts (a) to take, or cause to be taken, all actions necessary, proper or advisable to comply promptly with all legal and regulatory requirements that may be imposed on such party or its Subsidiaries with respect to the Merger and the Bank Merger and, subject to the conditions set forth in Article VII hereofVII, to consummate the transactions contemplated by this Agreement, including the Merger and the Bank Merger, and (b) to obtain (and to cooperate with the other party to obtain) any material consent, authorization, order or approval of, or any exemption by, any Governmental Entity and any other third party that is required to be obtained by FirstMerit the Company or Huntington Parent or any of their respective Subsidiaries in connection with the Merger, the Bank Merger and the other transactions contemplated by this Agreement.