Common use of Legal Conditions Clause in Contracts

Legal Conditions. (a) Each of Company, Commerce and Sub shall, and shall cause its respective Subsidiaries to, use all reasonable efforts (i) to take, or cause to be taken, all actions necessary to comply promptly with all legal requirements which may be imposed on such party or its Subsidiaries with respect to the transactions contemplated by this Agreement and as promptly as practicable, 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 such party or any of its Subsidiaries in connection with the Merger and the other transactions contemplated by this Agreement. Each of Company, Commerce and Sub 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. (b) Subject to applicable law, each of Company, Commerce and Sub agrees to use all reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary and proper or advisable to consummate, as soon as practicable after the date of this Agreement, the transactions contemplated hereby, including, without limitation, using all reasonable efforts to (i) lift or rescind any injunction or restraining order or other order adversely affecting the ability of the parties to consummate the transactions contemplated hereby, (ii) defend any Litigation seeking to enjoin, prevent or delay the consummation of the transactions contemplated hereby or seeking material damages, (iii) provide to counsel to the other party hereto representations and certifications as to such matters as such counsel may reasonably request in order to render the opinion referred to in Section 6.2(i).

Legal Conditions. (a) Each of Company, Commerce Saratoga and Sub SJNB shall, and shall cause its respective Subsidiaries to, use all reasonable efforts (i) to take, or cause to be taken, all actions necessary to comply promptly with all legal requirements which may be imposed on such party or its Subsidiaries with respect to the transactions contemplated by this Agreement and as promptly as practicable, 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 and or any other public or private third party which is required to be obtained or made by such party or any of its Subsidiaries in connection with the Merger and the other transactions contemplated by this Agreement. Each of Company, Commerce Saratoga and Sub SJNB 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. (b) Subject to applicable law, each Each of Company, Commerce Saratoga and Sub SJNB agrees to use all reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary and proper or advisable to consummate, as soon as practicable after the date of this Agreement, the transactions contemplated hereby, including, without limitation, using all reasonable best efforts to (i) lift or rescind any injunction or restraining order or other order adversely affecting the ability of the parties to consummate the transactions contemplated hereby, (ii) defend any Litigation seeking to enjoin, prevent or delay the consummation of the transactions contemplated hereby or seeking material damages, (iii) provide to counsel to the other party hereto representations and certifications as to such matters as such counsel may reasonably request in order to render the opinion opinions referred to in Sections 6.2(d) and 6.3(c), and (iv) to obtain the letters of the independent accountants referred to in Section 6.2(i6.1(f).

Legal Conditions. (a) Each of Company, Commerce SierraWest and Sub BC shall, and shall cause its respective Subsidiaries to, use all reasonable efforts (i) to take, or cause to be taken, all actions necessary to comply promptly with all legal requirements which may be imposed on such party or its Subsidiaries with respect to the transactions contemplated by this Agreement and as promptly as practicable, 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 and or any other public or private third party which is required to be obtained or made by such party or any of its Subsidiaries in connection with the Merger and the other transactions contemplated by this Agreement. Each of Company, Commerce SierraWest and Sub BC 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. (b) Subject to applicable law, each Each of Company, Commerce SierraWest and Sub BC agrees to use all reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary and proper or advisable to consummate, as soon as practicable after the date of this Agreement, the transactions contemplated hereby, including, without limitation, using all reasonable best efforts to (i) lift or rescind any injunction or restraining order or other order adversely affecting the ability of the parties to consummate the transactions contemplated hereby, (ii) defend any Litigation seeking to enjoin, prevent or delay the consummation of the transactions contemplated hereby or seeking material damages, (iii) provide to counsel to the other party hereto representations and certifications as to such matters as such counsel may reasonably request in order to render the opinion opinions referred to in Sections 6.2(d) and 6.3(c), and (iv) to obtain the letters of the independent accountants referred to in Section 6.2(i6.1(f).

Legal Conditions. (a) Each of Company, Commerce CGB and Sub Enterbank shall, and shall cause its respective Subsidiaries to, use all reasonable efforts (i) to take, or cause to be taken, all actions necessary to comply promptly with all legal requirements which may be imposed on such party or its Subsidiaries with respect to the transactions contemplated by this Agreement and as promptly as practicable, 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 and or any other public or private third party which is required to be obtained or made by such party or any of its Subsidiaries in connection with the Merger and the other transactions contemplated by this Agreement. Each of Company, Commerce CGB and Sub Enterbank 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. (b) Subject to applicable law, each Each of Company, Commerce CGB and Sub Enterbank agrees to use all reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary and proper or advisable to consummate, as soon as practicable after the date of this Agreement, the transactions contemplated hereby, including, without limitation, using all reasonable best efforts to (i) lift or rescind any injunction or restraining order or other order adversely affecting the ability of the parties to consummate the transactions contemplated hereby, (ii) defend any Litigation seeking to enjoin, prevent or delay the consummation of the transactions contemplated hereby or seeking material damages, (iii) provide to counsel to the other party hereto representations and certifications as to such matters as such counsel may reasonably request in order to render the opinion opinions referred to in Sections 6.2(d) and 6.3(c), and (iv) to obtain the letters of the independent accountants referred to in Section 6.2(i6.1(f).

Legal Conditions. (a) Each of Company, Commerce BancWest and Sub FHI shall, and shall cause its respective Subsidiaries to, use all reasonable efforts (i) to take, or cause to be taken, all actions necessary to comply promptly with all legal requirements which may be imposed on such party or its Subsidiaries with respect to the transactions contemplated by this Agreement and to consummation thereof as promptly as practicable, subject to the FHI Stockholder Approval, 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 and or any other public or private third party which is required to be obtained or made by such party or any of its Subsidiaries in connection with the Merger and the other transactions contemplated by this Agreement. Each of Company, Commerce BancWest and Sub FHI 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. (b) Subject to applicable law, each Each of Company, Commerce BancWest and Sub FHI agrees to use all reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary and proper or advisable to consummate, as soon as practicable after the date of this Agreement, the transactions contemplated hereby, including, without limitation, using all reasonable best efforts to (i) lift or rescind any injunction or restraining order or other order adversely affecting the ability of the parties to consummate the transactions contemplated hereby, (ii) defend any Litigation seeking to enjoin, prevent or delay the consummation of the transactions contemplated hereby or seeking material damages, and (iii) provide to counsel to the other party hereto representations and certifications as to such matters as such counsel may reasonably request in order to render the opinion opinions referred to in Section 6.2(iSections 6.2(f) and 6.3(d).

Legal Conditions. (a) Each of Company, Commerce and Sub shall, and shall cause its respective Subsidiaries to, use all reasonable efforts (i) to take, or cause to be taken, all actions necessary to comply promptly with all legal requirements which may be imposed on such party or its Subsidiaries with respect to the transactions contemplated by this Agreement and as promptly as practicable, 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 and or any other public or private third party which is required to be obtained or made by such party or any of its Subsidiaries in connection with the Merger and the other transactions contemplated by this Agreement. Each of Company, Commerce and Sub 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. (ba) Subject to applicable law, each Each of Company, Commerce and Sub agrees to use all reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary and proper or advisable to consummate, as soon as practicable after the date of this Agreement, the transactions contemplated hereby, including, without limitation, using all reasonable best efforts to (i) lift or rescind any injunction or restraining order or other order adversely affecting the ability of the parties to consummate the transactions contemplated hereby, (ii) defend any Litigation seeking to enjoin, prevent or delay the consummation of the transactions contemplated hereby or seeking material damages, (iii) provide to counsel to the other party hereto representations and certifications as to such matters as such counsel may reasonably request in order to render the opinion referred to in Section 6.2(i6.2(j).

Legal Conditions. (a) Each Subject to the terms and conditions of Companythis Agreement, Commerce each of Ameritrade, Datek, TD and Sub Purchaser shall, and shall cause its their respective Subsidiaries to, use all reasonable efforts (i) to take, or cause to be taken, all actions necessary to comply promptly with all legal requirements which may be imposed on such party or its Subsidiaries with respect to the transactions contemplated by this Agreement or the Waterhouse Purchase Agreement and as promptly as practicable, to consummate the transactions contemplated by this Agreement immediately prior to the completion of the sale and purchase of Waterhouse pursuant to the Waterhouse Purchase Agreement and (ii) to obtain (and to cooperate with the other party parties to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity and/or Authority and any other public or private third party which is required to be obtained or made by such party Ameritrade, Datek, TD or Purchaser or any of its their respective Subsidiaries in connection with the Merger Share Purchase and the other transactions contemplated by this Agreement. Each Without limiting the generality or effect of Companythe foregoing, Commerce TD and/or Purchaser, as applicable, shall, as soon as practicable, make any initial filings required under the Competition Act (Canada) (the “Competition Filings”). The parties shall consult and Sub will promptly cooperate with one another, and furnish information to consider in good faith the other views of one another, in connection with any such burden suffered byanalyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or requirement imposed upon, submitted by or on behalf of any of them or any of their Subsidiaries party hereto in connection with proceedings under or relating to the foregoingCompetition Filings; provided, that with respect to any such analyses, appearances, presentations, memoranda, briefs, arguments, opinions or proposals, each party need not supply the others (or their counsel) with copies (or in case of oral presentations, a summary) to the extent that any law, treaty, rule or regulation of any Governmental Authority applicable to such party requires such party or its Subsidiaries to restrict or prohibit access to any such information. (b) Subject Each party will notify the others promptly upon the receipt of: (i) any comments from any officials of any Governmental Authority in connection with any filings made pursuant hereto, and (ii) any request by any officials of any Governmental Authority for amendments or supplements to, or additional information regarding, any such filings. Whenever any event occurs that is required to applicable lawbe set forth in an amendment or supplement to any filing made pursuant to this Section 5.2, each party will promptly inform the others of Companysuch occurrence and cooperate in filing with the applicable Governmental Authority such amendment or supplement. In addition, Commerce the parties shall, to the extent permitted by law and Sub agrees the applicable Governmental Authority and except as otherwise provided in the last sentence of Section 5.2(a), permit the other parties to review in advance any communication intended to be given by it to, and consult with the other parties in advance of any meeting or conference with, a Governmental Authority or any other Person in connection with any proceeding by a private party, and to the extent permitted by such Governmental Authority or other Person, give the other parties the opportunity to attend and participate in such meetings and conferences. (c) Each party shall use all reasonable efforts to takeresolve such objections, or cause to be taken, all actions, and to do, or cause to be done, all things necessary and proper or advisable to consummateif any, as soon may be asserted by the Commissioner of Competition (Canada) with respect to the transactions contemplated by this Agreement under the Competition Act (Canada). Each party shall use all reasonable efforts to take such action as may be required to expedite the completion of the Commissioner of Competition (Canada)’s review of the transactions contemplated by this Agreement under the Competition Act (Canada) as promptly as practicable after the date execution of this Agreement, . Each party shall use all reasonable efforts to take any and all of the following actions to the extent necessary to obtain the approval of the Commissioner of Competition (Canada) regarding the transactions contemplated hereby, including, without limitation, using all reasonable efforts to : (i) lift entering into negotiations; (ii) providing information required by law or rescind governmental regulation; and (iii) complying with any injunction requests for information and/or orders under Section 11 of the Competition Act (Canada). (d) Not withstanding anything to the contrary, neither TD nor Purchaser shall be under any obligation to make proposals, execute or restraining order carry out agreements or submit to orders providing for a Divestiture. “Divestiture” shall mean (i) the sale, licence or other order adversely affecting disposition or holding separate (through the ability establishment of the parties to consummate the transactions contemplated herebya trust or otherwise) of any material assets or categories of assets of TD or any of its Affiliates, (ii) defend the imposition of any Litigation seeking material limitation or restriction on the ability of TD or any of its Affiliates to enjoinfreely conduct their business or own such assets, prevent or delay the consummation of the transactions contemplated hereby or seeking material damages, (iii) provide the holding separate of the Ameritrade Canada Shares or any limitation or regulation on the ability of Purchaser or any of its Affiliates to counsel to exercise full rights of ownership of the other party hereto representations and certifications as to such matters as such counsel may reasonably request in order to render the opinion referred to in Section 6.2(i)Ameritrade Canada Shares.

Legal Conditions. (a) Each Subject to the terms and conditions of Companythis Agreement, Commerce each of TD and Sub Ameritrade shall, and shall cause its respective Subsidiaries to, use all reasonable efforts (i) to take, or cause to be taken, all actions necessary to comply promptly with all legal requirements which may be imposed on such party or its Subsidiaries with respect to the transactions contemplated by this Agreement and to consummate the transactions contemplated by this Agreement as promptly as practicable, practicable 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 Authority and any other public or private third party which is required to be obtained or made by such party TD, Ameritrade or any of its their respective Subsidiaries in connection with the Merger Share Purchase and the other transactions contemplated by this Agreement. Each Without limiting the generality or effect of Companythe foregoing, Commerce Ameritrade and/or TD, as applicable, shall, as soon as practicable, make any initial filings required under the HSR Act and Sub will promptly the Competition Act (Canada) (the “Competition Filings”). The parties shall consult and cooperate with one another, and furnish information to consider in good faith the other views of one another, in connection with any such burden suffered byanalyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or requirement imposed upon, submitted by or on behalf of any of them or any of their Subsidiaries party hereto in connection with proceedings under or relating to the foregoingCompetition Filings; provided, that with respect to any such analyses, appearances, presentations, memoranda, briefs, arguments, opinions or proposals, each of Ameritrade and TD need not supply the other (or its counsel) with copies (or in case of oral presentations, a summary) to the extent that any law, treaty, rule or regulation of any Governmental Authority applicable to such party requires such party or its subsidiaries to restrict or prohibit access to any such information. (b) Subject Each party will notify the other promptly upon the receipt of: (i) any comments from any officials of any Governmental Authority in connection with any filings made pursuant hereto, and (ii) any request by any officials of any Governmental Authority for amendments or supplements to, or additional information regarding, any such filings. Whenever any event occurs that is required to applicable lawbe set forth in an amendment or supplement to any filing made pursuant to this Section 5.5, each party will promptly inform the other of Companysuch occurrence and cooperate in filing with the applicable Governmental Authority such amendment or supplement. In addition, Commerce Ameritrade and Sub agrees TD shall, to the extent permitted by law and the applicable Governmental Authority and except as otherwise provided in the last sentence of Section 5.5(a), permit the other party to review in advance any communication intended to be given by it to, and consult with the other party in advance of any meeting or conference with, a Governmental Authority or any other Person in connection with any proceeding by a private party, and to the extent permitted by such Governmental Authority or other Person, give the other party the opportunity to attend and participate in such meetings and conferences. (c) Each of Ameritrade and TD shall use all reasonable efforts to takeresolve such objections, or cause if any, as may be asserted by any Governmental Authority with respect to be takenthe transactions contemplated by this Agreement under the HSR Act, all actionsthe Sxxxxxx Act, as amended, the Cxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, the Competition Act (Canada), and any other federal, state or foreign statutes, rules, regulations, orders or decrees that are designed to doprohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”). Each of Ameritrade and TD shall use all reasonable efforts to take such action as may be required to cause the expiration of the notice periods under the HSR Act, apply for an Advance Ruling Certificate or no-action letter from the Commissioner of Competition (Canada), and comply with other Antitrust Laws with respect to be done, all things necessary and proper or advisable to consummate, the transactions contemplated by this Agreement as soon promptly as practicable after the date execution of this Agreement, . Ameritrade and TD shall use all reasonable efforts to take any and all of the following actions to the extent necessary to obtain the approval of any Governmental Authority with jurisdiction over the enforcement of any applicable laws regarding the transactions contemplated hereby, including, without limitation, using all reasonable efforts to : (i) lift or rescind any injunction or restraining order or other order adversely affecting the ability of the parties to consummate the transactions contemplated herebyentering into negotiations, (ii) defend providing information required by law or governmental regulation, and (iii) complying with any Litigation seeking “second request” for information pursuant to enjointhe Antitrust Laws. (d) Notwithstanding anything to the contrary contained in this Agreement (except as expressly provided in this Section 5.5(d)), prevent neither Ameritrade nor TD shall be under any obligation to make proposals, execute or delay carry out agreements or submit to orders providing for a Divestiture. “Divestiture” shall mean (A) the sale, license or other disposition or holding separate (through the establishment of a trust or otherwise) of any material assets or categories of assets of Ameritrade or Waterhouse or any of their respective Affiliates, as applicable, (B) the imposition of any material limitation or restriction on the ability of Ameritrade or Waterhouse or any of their respective Affiliates, as applicable, to freely conduct their business or own such assets, or (C) the holding separate of the shares of Waterhouse Common Stock or any limitation or regulation on the ability of Ameritrade or any of its Affiliates to exercise full rights of ownership of the shares of Waterhouse Common Stock. In the event that the Commissioner of Competition applies, threatens in writing to apply, or advises TD or Ameritrade that it proposes to apply to the Competition Tribunal (Canada) for an order (including an injunction) with respect to the transactions contemplated in this Agreement, TD and Ameritrade shall negotiate in good faith with each other, and confer with the Commissioner of Competition, to arrange for the consummation of the transactions contemplated hereby or seeking material damages, (iii) provide to counsel by this Agreement subject to the holding separate of Ameritrade Canada, Inc. by the parties following the Closing (and prior to consummation of the transactions contemplated by the Ameritrade Canada Purchase Agreement). If the parties are unable to reach agreement with the Commissioner of Competition regarding such a hold separate transaction, then Ameritrade shall effect a sale or other party hereto representations and certifications as disposition of Ameritrade Canada, Inc. prior to such matters as such counsel may reasonably request in order to render the opinion referred to in Section 6.2(i)Closing on commercially reasonable terms.