Common use of Legal Conditions to the Merger Clause in Contracts

Legal Conditions to the Merger. (a) Subject to the terms and conditions of this Agreement, each Party shall, and shall cause its 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 in connection with the Merger and the other transactions contemplated hereby 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 Parties 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 any Party or any of its 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).

Appears in 6 contracts

Samples: Agreement and Plan of Merger (Hudson United Bancorp), Agreement and Plan of Merger (Td Banknorth Inc.), Agreement and Plan of Merger (Interchange Financial Services Corp /Nj/)

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Legal Conditions to the Merger. (a) Subject to Each of Parent and the terms and conditions of this Agreement, each Party Company shall, and shall cause its their respective Subsidiaries to, use their reasonable best efforts (i) to promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings, to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this Agreement, and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such Governmental Entities, (ii) to take, or cause to be taken, all actions necessary, proper or advisable to comply promptly with all legal requirements which that may be imposed on such Party party or its Subsidiaries in connection with respect to the Merger and the other transactions contemplated hereby and, subject to the conditions set forth in Article VIII hereofVIII, to consummate the transactions contemplated by this Agreement, and (iiiii) to obtain (and to cooperate with the other Parties party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity and any other third party which that is required to be obtained by any Party Parent or the Company or any of its 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).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Lendingtree Inc), Agreement and Plan of Merger (Usa Interactive)

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Legal Conditions to the Merger. (a) Subject to Each of Parent and the terms and conditions of this Agreement, each Party Company shall, and shall cause its their respective Subsidiaries to, use their reasonable best efforts efforts: (i) to promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings, to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this Agreement, and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such Governmental Entities; (ii) to take, or cause to be taken, all actions necessary, proper or advisable to comply promptly with all legal requirements which that may be imposed on such Party party or its Subsidiaries in connection with respect to the Merger and the other transactions contemplated hereby and, subject to the conditions set forth in Article VIII hereofVIII, to consummate the transactions contemplated by this Agreement, ; and (iiiii) to obtain (and to cooperate with the other Parties party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity and any other third party which that is required to be obtained by any Party Parent or the Company or any of its 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).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Owosso Corp)

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