Legal Conditions to Transactions. Each party hereto shall use its reasonable best efforts to comply promptly with all legal requirements that may be imposed on such party with respect to the transactions contemplated hereunder and will take all action necessary to cooperate with and furnish information to the other party in connection with any such requirements imposed upon such other party in connection with the transactions contemplated hereunder. Each party hereto shall take all reasonable actions necessary (a) to obtain (and will take all reasonable actions necessary to promptly cooperate with the other party in obtaining) any consent, authorization, order or approval of, or any exemption by, any Governmental Authority, or other third party, required to be obtained or made by such party (or by the other parties) in connection with the taking of any action contemplated by this Agreement, (b) to defend, lift, rescind or mitigate the effect of any lawsuit, order, injunction or other action adversely affecting the ability of such party to consummate the transactions contemplated hereby and (c) to fulfill all conditions precedent applicable to such party pursuant to this Agreement.
Legal Conditions to Transactions. Each of Seller and Purchaser shall use its reasonable best efforts to comply promptly with all legal requirements which may be imposed with respect to the transactions contemplated by this Agreement (which efforts shall include furnishing all information required under the HSR Act and in connection with approvals of or filings with any other Governmental Body) and shall promptly cooperate with and furnish information to each other in connection with any such requirements imposed upon any of them. Each of Seller and Purchaser shall pay 50% of the filing fee payable on submission of the required notification under the HSR Act and 50% of the cost of any economist(s) and other outside consultants retained by the parties in connection with such submission. Each of Seller and Purchaser shall take all reasonable actions necessary to obtain (and will cooperate with each other in obtaining) any consent, authorization, order or approval of, or any exemption by, any Governmental Body required to be obtained or made by Seller or Purchaser in connection with the transactions contemplated by this Agreement. Neither Seller nor Purchaser shall be required to take any action pursuant to this Section 5.12 if any Governmental Body that has the authority to enforce any antitrust or similar laws seeks, or authorizes its staff to seek, a preliminary injunction or restraining order to enjoin consummation of the transactions contemplated by this Agreement. Notwithstanding the foregoing, Purchaser shall not be required to sell or dispose of or hold separately any assets, businesses or other interests of Purchaser (including, without limitation, any Acquired Assets or the Acquired Business) or make any other changes in any portion of Purchaser’s business (including, without limitation, the Acquired Business) or incur any other limitation on the conduct of Purchaser or its business (including, without limitation, the Acquired Business) in order to obtain such consents, authorizations, order, approvals or exemptions or agree to do, or submit to orders providing for, any of the foregoing, in each case whether before or after the Closing.
Legal Conditions to Transactions. (a) Each Combination Party shall, and shall cause each member of its Corporate Group to, take all reasonable actions necessary to comply promptly with all legal requirements that may be imposed on such Combination Party or any member of its Corporate Group with respect to the Transactions and will take all reasonable actions necessary to cooperate with and furnish information to the other Combination Parties in connection with any such requirements imposed upon any other Combination Parties or any member of its Corporate Group. Each Combination Party shall, and shall cause each member of its Corporate Group to, take all reasonable actions necessary (a) to obtain (and will take all reasonable actions necessary to promptly cooperate with the other Combination Parties or any members of their Corporate Groups in obtaining) any consent, authorization, order or approval of, or any exemption by, any Governmental Authority, or other third party, required to be obtained or made by such Combination Party or any member of its Corporate Group (or by any other Combination Party or any member of its Corporate Group) in connection with the Transactions or the taking of any action contemplated by this Agreement, (b) to defend, lift, rescind or mitigate the effect of any lawsuit, order, injunction or other action adversely affecting the ability of such Combination Party or any material member of its Corporate Group to consummate the Transactions and (c) to fulfill all conditions precedent applicable to such Combination Party or any member of its Corporate Group pursuant to this Agreement.
Legal Conditions to Transactions. Subject in all respects to Sections 6.1 and 6.3, FTC and BancPlus shall, and shall cause their respective Subsidiaries to, use their reasonable best 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 Share Exchange, the Corporate 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 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 BancPlus, FTC or their respective Subsidiaries in connection with the Share Exchange, the Corporate Merger, the Bank Merger and the other transactions contemplated by this Agreement.
Legal Conditions to Transactions. Subject to the terms and conditions of this Agreement, each of the Company and Liberty shall use their reasonable good faith 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 with respect to the transactions contemplated hereby and, subject to the conditions set forth in Article V 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 third party(including any governmental agency) which is required to be obtained by the Company or Liberty in connection with the transactions contemplated by this Agreement.
Legal Conditions to Transactions. Each party hereto will take all ----------------------------------- reasonable actions necessary to comply promptly with all legal requirements which may be imposed on it with respect to the Transactions and will promptly cooperate with and furnish information to each other party in connection with any such requirements imposed upon either party in connection with the Transactions.
Legal Conditions to Transactions. IBI and Investor shall take all reasonable actions necessary to comply promptly with all legal requirements which may be imposed on them with respect to the transactions contemplated by this Agreement, and will promptly cooperate with and furnish information to each other in connection with any such requirements. Each party shall take all reasonable actions necessary to obtain (and will cooperate with each other in obtaining) any consent, authorization, order or approval of, or any exemption by, any governmental entity or other public or private third party, required to be obtained or made by either of them in connection with the transactions contemplated by this Agreement.
Legal Conditions to Transactions. Each of Seller and Purchaser shall use its reasonable best efforts to comply promptly with all legal requirements which may be imposed with respect to the transactions contemplated by this Agreement and shall promptly cooperate with and furnish information to each other in connection with any such requirements imposed upon any of them. Each of Seller and Purchaser shall take all reasonable actions necessary to obtain (and will cooperate with each other in obtaining) any consent, authorization, order or approval of, or any exemption by, any Governmental Body required to be obtained or made by Seller or Purchaser in connection with the transactions contemplated by this Agreement.
Legal Conditions to Transactions. Subject to the terms and conditions of this Agreement, each of Company, Simon, AIF and AAP shall use their reasonable good faith 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 transactions contemplated hereby and, subject to the conditions set forth in Article VII 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 third party(including any governmental agency) which is required to be obtained by the Company, Simon, AIF or AAP in connection with the transactions contemplated by this Agreement.
Legal Conditions to Transactions. (a) Each of Buyers and Xxxx Xxxxxxx shall use their reasonable best efforts 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 transactions contemplated hereby and, subject to the conditions set forth in Article VI hereof, to consummate the transactions contemplated hereby. Each party shall cooperate with the others in taking, prior to the Closing, such actions as reasonably requested in connection with facilitating the consummation of the transactions contemplated by this Agreement.
