Common use of Operating Functions Clause in Contracts

Operating Functions. Southwest and Southwest Bank shall cooperate with Xxxxxxx and Xxxxxxx Bank in connection with planning for the efficient and orderly combination of the Parties and the operation of Xxxxxxx Bank and Southwest Bank, and in preparing for the consolidation of appropriate operating functions to be effective at the Effective Time or such later date as Xxxxxxx may decide. Southwest shall take any action Xxxxxxx may reasonably request prior to the Effective Time to facilitate the combination of the operations of Southwest with Xxxxxxx. Each Party shall cooperate with the other Party in preparing to execute after the Effective Time conversion or consolidation of systems and business operations generally (including by entering into customary confidentiality, non-disclosure and similar agreements with such service providers and/or the other party). Without limiting the foregoing, Southwest shall provide office space and support services (and other reasonably requested support and assistance) in connection with the foregoing, and senior officers of Southwest and Simmons shall meet from time to time as Southwest or Simmons may reasonably request to review the financial and operational affairs of Southwest and Southwest Bank, and Southwest shall give due consideration to Simmons’ input on such matters, with the understanding that, notwithstanding any other provision contained in this Agreement, (a) neither Simmons nor Xxxxxxx Bank shall under any circumstance be permitted to exercise control of Southwest, Southwest Bank or any other Southwest Subsidiaries prior to the Effective Time, (b) neither Southwest nor any Southwest Bank shall be under any obligation to act in a manner that could reasonably be deemed to constitute anti-competitive behavior under federal or state antitrust Laws, and (c) neither Southwest nor Southwest Bank shall be required to agree to any material obligation that is not contingent upon the consummation of the Merger.

Operating Functions. Southwest First Texas and Southwest Bank shall cooperate with Xxxxxxx and Xxxxxxx Bank in connection with planning for the efficient and orderly combination of the Parties and the operation of Xxxxxxx Bank and Southwest Bank, and in preparing for the consolidation of appropriate operating functions to be effective at the Effective Time or such later date as Xxxxxxx Simmons may decide. Southwest First Texas shall take any action Xxxxxxx Simmons may reasonably request prior to the Effective Time to facilitate the combination of the operations of Southwest First Texas with XxxxxxxSimmons. Each Party shall cooperate with the other Party in preparing to execute after the Effective Time conversion or consolidation of systems and business operations generally (including by entering into customary confidentiality, non-disclosure and similar agreements with such service providers and/or the other party). Without limiting the foregoing, Southwest First Texas shall provide office space and support services (and other reasonably requested support and assistance) in connection with the foregoing, and senior officers of Southwest First Texas and Simmons shall meet from time to time as Southwest First Texas or Simmons may reasonably request to review the financial and operational affairs of Southwest First Texas and Southwest Bank, and Southwest First Texas shall give due consideration to Simmons’ input on such matters, with the understanding that, notwithstanding any other provision contained in this Agreement, (a) neither Simmons nor Xxxxxxx Bank shall under any circumstance be permitted to exercise control of SouthwestFirst Texas, Southwest Bank or any other Southwest First Texas Subsidiaries prior to the Effective Time, (b) neither Southwest First Texas nor any Southwest Bank shall be under any obligation to act in a manner that could reasonably be deemed to constitute anti-competitive behavior under federal or state antitrust Laws, and (c) neither Southwest First Texas nor Southwest Bank shall be required to agree to any material obligation that is not contingent upon the consummation of the Merger.

Operating Functions. Southwest and Southwest Bank shall cooperate with Xxxxxxx and Xxxxxxx Bank in connection with planning for the efficient and orderly combination of the Parties and the operation of Xxxxxxx Bank and Southwest Bank, and in preparing for the consolidation of appropriate operating functions to be effective at the Effective Time or such later date as Xxxxxxx Simmons may decide. Southwest shall take any action Xxxxxxx Simmons may reasonably request prior to the Effective Time to facilitate the combination of the operations of Southwest with XxxxxxxSimmons. Each Party shall cooperate with the other Party in preparing to execute after the Effective Time conversion or consolidation of systems and business operations generally (including by entering into customary confidentiality, non-disclosure and similar agreements with such service providers and/or the other party). Without limiting the foregoing, Southwest shall provide office space and support services (and other reasonably requested support and assistance) in connection with the foregoing, and senior officers of Southwest and Simmons shall meet from time to time as Southwest or Simmons may reasonably request to review the financial and operational affairs of Southwest and Southwest Bank, and Southwest shall give due consideration to Simmons’ input on such matters, with the understanding that, notwithstanding any other provision contained in this Agreement, (a) neither Simmons nor Xxxxxxx Bank shall under any circumstance be permitted to exercise control of Southwest, Southwest Bank or any other Southwest Subsidiaries prior to the Effective Time, (b) neither Southwest nor any Southwest Bank shall be under any obligation to act in a manner that could reasonably be deemed to constitute anti-competitive behavior under federal or state antitrust Laws, and (c) neither Southwest nor Southwest Bank shall be required to agree to any material obligation that is not contingent upon the consummation of the Merger.

Operating Functions. Southwest and Southwest Bank shall cooperate with Xxxxxxx and Xxxxxxx Bank in connection with planning for the efficient and orderly combination of the Parties and the operation of Xxxxxxx Bank and Southwest Bank, and in preparing for the consolidation of appropriate operating functions to be effective at the Effective Time or such later date as Xxxxxxx may decide. Southwest shall take any action Xxxxxxx may reasonably request prior to the Effective Time to facilitate the combination of the operations of Southwest with Xxxxxxx. Each Party shall cooperate with the other Party in preparing to execute after the Effective Time conversion or consolidation of systems and business operations generally (including by entering into customary confidentiality, non-disclosure and similar agreements with such service providers and/or the other party). Without limiting the foregoing, Southwest shall provide office space and support services (and other reasonably requested support and assistance) in connection with the foregoing, and senior officers of Southwest and Simmons Xxxxxxx shall meet from time to time as Southwest or Simmons may reasonably request to review the financial and operational affairs of Southwest and Southwest Bank, and Southwest shall give due consideration to Simmons’ input on such matters, with the understanding that, notwithstanding any other provision contained in this Agreement, (a) neither Simmons nor Xxxxxxx Bank shall under any circumstance be permitted to exercise control of Southwest, Southwest Bank or any other Southwest Subsidiaries prior to the Effective Time, (b) neither Southwest nor any Southwest Bank shall be under any obligation to act in a manner that could reasonably be deemed to constitute anti-competitive behavior under federal or state antitrust Laws, and (c) neither Southwest nor Southwest Bank shall be required to agree to any material obligation that is not contingent upon the consummation of the Merger.