Common use of Operating Functions Clause in Contracts

Operating Functions. Target and Target Bank shall cooperate with Buyer and Buyer Bank in connection with planning for the efficient and orderly combination of the Parties and the operation of Buyer Bank (including the former operations of Target Bank) after the Bank Merger, and in preparing for the consolidation of appropriate operating functions to be effective on the Effective Date or such later date as Buyer may decide. Target shall take any action Buyer may reasonably request prior to the Effective Time to facilitate the combination of the operations of Target Bank with Buyer Bank. Without limiting the foregoing, Target shall provide office space and support services (and other reasonably requested support and assistance) in connection with the foregoing, and senior officers of Target and Buyer shall meet from time to time as Target or Buyer may reasonably request to review the financial and operational affairs of Target and Target Bank, and Target shall give due consideration to Buyer’s input on such matters, with the understanding that, notwithstanding any other provision contained in this Agreement, (a) neither Buyer nor Buyer Bank shall under any circumstance be permitted to exercise control of Target, Target Bank or any other Target Subsidiaries prior to the Effective Time, (b) neither Target nor any of the Target Subsidiaries 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 Target nor any of the Target Subsidiaries shall be required to agree to any material obligation that is not contingent upon the consummation of the Merger.

Operating Functions. Target Company and Target Bank Subsidiary shall cooperate with Buyer Purchaser and Buyer Purchaser Bank in connection with planning for the efficient and orderly combination of the Parties parties and the operation of Buyer Company and Bank (including the former operations of Target Bank) Subsidiary after the Bank Merger, and in preparing for the consolidation of appropriate operating functions to be effective on the Effective Date or such later date as Buyer Purchaser may decide. Target Company shall take any action Buyer Purchaser may reasonably request prior to the Effective Time to facilitate the combination of the operations of Target Bank Subsidiary with Buyer Purchaser Bank. Without limiting the foregoing, Target Company shall provide office space and support services (and other reasonably requested support and assistance) in connection with the foregoing, and senior officers of Target Company and Buyer Purchaser shall meet from time to time as Target Company or Buyer Purchaser may reasonably request request, to review the financial and operational affairs of Target Company and Target BankBank Subsidiary, and Target Company shall give due consideration to BuyerPurchaser’s input on such matters, with the understanding that, notwithstanding any other provision contained in this Agreement, (ai) neither Buyer Purchaser nor Buyer Purchaser Bank shall under any circumstance be permitted to exercise control of TargetCompany, Target Bank Subsidiary or any of its other Target Subsidiaries prior to the Effective Time, and (bii) neither Target nor any of the Target Subsidiaries Company shall not 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 Target nor any of the Target Subsidiaries shall be required to agree to any material obligation that is not contingent upon the consummation of the Merger.

Operating Functions. Target and the Target Bank shall cooperate with Buyer and the Buyer Bank in connection with planning for the efficient and orderly combination of the Parties and the operation of the Buyer Bank (including the former operations of the Target Bank) after the Bank Merger, and in preparing for the consolidation of appropriate operating functions to be effective on at the Effective Date Time or such later date as Buyer may decide. Target shall take any action Buyer may reasonably request prior to the Effective Time to facilitate the combination of the operations of the Target Bank with the Buyer Bank. Without limiting the foregoing, Target shall provide office space and support services (and other reasonably requested support and assistance) in connection with the foregoing, and senior officers of Target and Buyer shall meet from time to time as Target or Buyer may reasonably request to review the financial and operational affairs of Target and the Target Bank, and Target shall give due consideration to Buyer’s input on such matters, with the understanding that, notwithstanding any other provision contained in this Agreement, (a) neither Buyer nor the Buyer Bank shall under any circumstance be permitted to exercise control of Target, the Target Bank or any other Target Subsidiaries prior to the Effective Time, (b) neither Target nor any of the Target Subsidiaries 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 lawsLaws, and (c) neither Target nor any of the Target Subsidiaries Bank shall be required to agree to any material obligation that is not contingent upon the consummation of the Merger.

Operating Functions. Target and Target Bank shall cooperate with Buyer and Buyer Bank in connection with planning for the efficient and orderly combination of the Parties and the operation of Buyer Bank (including the former operations of and Target Bank) after the Bank Merger, and in preparing for the consolidation of appropriate operating functions to be effective on at the Effective Date Time or such later date as Buyer may decide. Target shall take any action Buyer may reasonably request prior to the Effective Time to facilitate the combination of the operations of Target Bank with Buyer BankBuyer. 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, Target shall provide office space and support services (and other reasonably requested support and assistance) in connection with the foregoing, and senior officers of Target and Buyer shall meet from time to time as Target or Buyer may reasonably request to review the financial and operational affairs of Target and Target Bank, and Target shall give due consideration to Buyer’s input on such matters, with the understanding that, notwithstanding any other provision contained in this Agreement, (a) neither Buyer nor Buyer Bank shall under any circumstance be permitted to exercise control of Target, Target Bank or any other Target Subsidiaries prior to the Effective Time, (b) neither Target nor any of the Target Subsidiaries 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 lawsLaws, and (c) neither Target nor any of the Target Subsidiaries Bank shall be required to agree to any material obligation that is not contingent upon the consummation of the Merger.