Regulatory Filings; Consents. (a) As promptly as practicable but in any event no later than five business days after the date of this Agreement, the Contributors and the Recipients shall file with the Federal Trade Commission and the Department of Justice any notifications and other documents required to be filed by such party under the HSR Act with respect to the Transactions. The parties shall consult with each other to respond promptly to any requests for additional information made by either of such agencies and to cause the waiting periods under the HSR Act to terminate or expire at the earliest possible date after the date of filing. MLP will pay all filing fees under the HSR Act, but each party will bear its own costs except EESLP will bear the costs of EES Leasing for the preparation of any such filing. (b) The Contributors and the Recipients shall in good faith cooperate with each other and (i) promptly prepare and file all necessary documentation, (ii) effect all necessary applications, notices, petitions and filings and execute all agreements and documents, (iii) use commercially reasonable efforts to obtain the transfer or issuance to the Recipients of all necessary consents, approvals and authorizations of all Governmental Authorities at the earliest possible date and (iv) use commercially reasonable efforts to obtain all consents, approvals and authorizations of all other parties, in the case of each of clauses (i) through (iv) above as are necessary or advisable to consummate the transactions contemplated by this Agreement at the earliest possible date or required by the terms of any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument to which any of the Contributors or the Recipients is a party or by which any of them is bound. (c) Notwithstanding anything in this Agreement, the Recipients agree that the Contributors’ obligations under this Agreement shall in no way require any Contributor to accept any condition or requirement of any regulatory approval that is or could reasonably be determined to be adverse to any Contributor or EXH.
Appears in 3 contracts
Samples: Contribution, Conveyance and Assumption Agreement (Exterran Partners, L.P.), Contribution, Conveyance and Assumption Agreement (Exterran Holdings Inc.), Contribution, Conveyance and Assumption Agreement (Exterran Partners, L.P.)
Regulatory Filings; Consents. (a) As promptly as practicable but in any event no later than five business days after the date Each of this Agreement, the Contributors CenterState and the Recipients HCBF and their respective Subsidiaries shall file with the Federal Trade Commission cooperate and the Department of Justice any notifications and other documents required to be filed by such party under the HSR Act with respect to the Transactions. The parties shall consult with each other to respond promptly to any requests for additional information made by either of such agencies and to cause the waiting periods under the HSR Act to terminate or expire at the earliest possible date after the date of filing. MLP will pay all filing fees under the HSR Act, but each party will bear its own costs except EESLP will bear the costs of EES Leasing for the preparation of any such filing.
(b) The Contributors and the Recipients shall in good faith cooperate with each other and use their respective reasonable best efforts (i) promptly to prepare all documentation (including the Registration Statement and file all necessary documentationthe Proxy Statement-Prospectus), (ii) to effect all necessary applicationsfilings, notices, petitions and filings and execute all agreements and documents, (iii) use commercially reasonable efforts to obtain the transfer or issuance to the Recipients of all necessary permits, consents, approvals and authorizations of all third parties and Governmental Authorities at the earliest possible date and (iv) use commercially reasonable efforts to obtain all consents, approvals and authorizations of all other parties, in the case of each of clauses (i) through (iv) above as are necessary or advisable to consummate the transactions contemplated by this Agreement at Agreement, the earliest possible date or Regulatory Approvals and all other consents and approvals of a Governmental Authority required by to consummate the Merger in the manner contemplated herein, including, without limitation, the final consent of the FDIC to the assignment, assumption and transfer of all purchase and assumption and related loss-share agreements, that have not been terminated, between Harbor Community Bank and the FDIC, as receiver and acting in its corporate capacity (collectively, the “FDIC Agreements”), to CenterState and CenterState Bank, (ii) to comply with the terms and conditions of any notesuch permits, bondconsents, mortgageapprovals and authorizations and (iii) to cause the transactions contemplated by this Agreement to be consummated as expeditiously as practicable; provided, indenturehowever, deed of trust, license, franchise, permit, concession, contract, lease notwithstanding the foregoing or other instrument anything to which any of the Contributors or the Recipients is a party or by which any of them is bound.
(c) Notwithstanding anything contrary in this Agreement, the Recipients nothing contained herein shall be deemed to require CenterState or any of its Subsidiaries or HCBF or any of its Subsidiaries to take any action, or commit to take any action, or agree that the Contributors’ obligations under this Agreement shall in no way require any Contributor to accept any condition or requirement restriction, in connection with obtaining the foregoing permits, consents, approvals and authorizations of any regulatory approval Governmental Authority that would reasonably be likely to have a material and adverse effect (measured on a scale relative to HCBF) on the condition (financial or otherwise), results of operations, liquidity, assets or deposit liabilities, properties or business of CenterState, HCBF, the Surviving Entity or the Surviving Bank, after giving effect to the Merger (“Burdensome Condition”); provided, further, that those actions set forth on CenterState Disclosure Schedule 5.06 shall not constitute a “Burdensome Condition.” CenterState and HCBF will furnish each other and each other’s counsel with all information concerning themselves, their Subsidiaries, directors, trustees, officers and shareholders and such other matters as may be necessary or advisable in connection with any application, petition or any other statement or application made by or on behalf of CenterState or HCBF to any Governmental Authority in connection with the transactions contemplated by this Agreement. Each Party shall have the right to review and approve in advance all characterizations of the information relating to such party and any of its Subsidiaries that appear in any filing made in connection with the transactions contemplated by this Agreement with any Governmental Authority. In addition, CenterState and HCBF shall each furnish to the other for review a copy of each such filing made in connection with the transactions contemplated by this Agreement with any Governmental Authority prior to its filing.
(b) HCBF will use its commercially reasonable efforts, and CenterState shall reasonably cooperate with HCBF at HCBF’s request, to obtain all consents, approvals, authorizations, waivers or similar affirmations described on HCBF Disclosure Schedule 3.12(c). Each Party will notify the other Party promptly and shall promptly furnish the other Party with copies of notices or other communications received by such Party or any of its Subsidiaries of any communication from any Person alleging that the consent of such Person (or another Person) is or could reasonably may be determined required in connection with the transactions contemplated by this Agreement (and the response thereto from such Party, its Subsidiaries or its representatives). HCBF will consult with CenterState and its representatives as often as practicable under the circumstances so as to be permit HCBF and CenterState and their respective representatives to cooperate to take appropriate measures to obtain such consents and avoid or mitigate any adverse to any Contributor or EXHconsequences that may result from the foregoing.
Appears in 3 contracts
Samples: Merger Agreement (CenterState Banks, Inc.), Merger Agreement (HCBF Holding Company, Inc.), Merger Agreement (CenterState Banks, Inc.)
Regulatory Filings; Consents. (a) As promptly as practicable but in any event no later than five business days after the date of this Agreement, the Contributors and the Recipients shall file with the Federal Trade Commission and the Department of Justice any notifications and other documents required to be filed by such party under the HSR Act with respect to the Transactions. The parties shall consult with each other to respond promptly to any requests for additional information made by either of such agencies and to cause the waiting periods under the HSR Act to terminate or expire at the earliest possible date after the date of filing. MLP EXLP will pay all filing fees under the HSR Act, but each party will bear its own costs except EESLP will bear the costs of EES Leasing for the preparation of any such filing.
(b) The Contributors and the Recipients shall in good faith cooperate with each other and (i) promptly prepare and file all necessary documentation, (ii) effect all necessary applications, notices, petitions and filings and execute all agreements and documents, (iii) use commercially reasonable efforts to obtain the transfer or issuance to the Recipients of all necessary consents, approvals and authorizations of all Governmental Authorities at the earliest possible date and (iv) use commercially reasonable efforts to obtain all consents, approvals and authorizations of all other parties, in the case of each of clauses (i) through (iv) above as are necessary or advisable to consummate the transactions contemplated by this Agreement at the earliest possible date or required by the terms of any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument to which any of the Contributors or the Recipients is a party or by which any of them is bound.
(c) Notwithstanding anything in this Agreement, the Recipients agree that the Contributors’ obligations under this Agreement shall in no way require any Contributor to accept any condition or requirement of any regulatory approval that is or could reasonably be determined to be adverse to any Contributor or EXH.
Appears in 3 contracts
Samples: Contribution, Conveyance and Assumption Agreement (Exterran Partners, L.P.), Contribution, Conveyance and Assumption Agreement (Exterran Holdings Inc.), Contribution, Conveyance and Assumption Agreement
Regulatory Filings; Consents. (a) As promptly as practicable but in any event no later than five business days after the date Each of this Agreement, the Contributors CenterState and the Recipients Sunshine and their respective Subsidiaries shall file with the Federal Trade Commission cooperate and the Department of Justice any notifications and other documents required to be filed by such party under the HSR Act with respect to the Transactions. The parties shall consult with each other to respond promptly to any requests for additional information made by either of such agencies and to cause the waiting periods under the HSR Act to terminate or expire at the earliest possible date after the date of filing. MLP will pay all filing fees under the HSR Act, but each party will bear its own costs except EESLP will bear the costs of EES Leasing for the preparation of any such filing.
(b) The Contributors and the Recipients shall in good faith cooperate with each other and use their respective commercially reasonable efforts (i) promptly to prepare and file all necessary documentation, (ii) documentation to effect all necessary applicationsfilings, notices, petitions and filings and execute all agreements and documents, (iii) use commercially reasonable efforts to obtain the transfer or issuance to the Recipients of all necessary permits, consents, approvals and authorizations of all third parties and Governmental Authorities at the earliest possible date and (iv) use commercially reasonable efforts to obtain all consents, approvals and authorizations of all other parties, in the case of each of clauses (i) through (iv) above as are necessary or advisable to consummate the transactions contemplated by this Agreement at Agreement, the earliest possible date or Regulatory Approvals and all other consents and approvals of a Governmental Authority required by to consummate the Merger in the manner contemplated herein, (ii) to comply with the terms and conditions of such permits, consents, approvals and authorizations and (iii) to cause the transactions contemplated by this Agreement to be consummated as expeditiously as practicable; provided, however, that in no event shall CenterState be required to agree to any prohibition, limitation, or other requirement which would (i) prohibit or materially limit the ownership or operation by Sunshine or its Subsidiary, or by CenterState or any of its Subsidiaries, of all or any material portion of the business or assets of Sunshine or any of its Subsidiaries or CenterState or its Subsidiaries, or (ii) compel CenterState or any of its Subsidiaries to dispose of all or any material portion of the business or assets of Sunshine or its Subsidiary or of CenterState or any of its Subsidiaries or continue any portion of any noteSunshine Regulatory Agreement against CenterState after the Merger (together, bondthe “Burdensome Conditions”). CenterState and Sunshine will furnish each other and each other’s counsel with all information concerning themselves, mortgagetheir Subsidiaries, indenturedirectors, deed officers and shareholders and such other matters as may be necessary or advisable in connection with any application, petition or any other statement or application made by or on behalf of trust, license, franchise, permit, concession, contract, lease CenterState or other instrument Sunshine to which any Governmental Authority in connection with the transactions contemplated by this Agreement. Each party hereto shall have the right to review and approve in advance all characterizations of the information relating to such party and any of its Subsidiaries that appear in any filing made in connection with the Contributors or transactions contemplated by this Agreement with any Governmental Authority, other than material filed in connection therewith under a claim of confidentiality. CenterState shall, as soon as is practicable, but no later than thirty (30) days after the Recipients is date hereof, make all filings with Governmental Authorities. In addition, CenterState and Sunshine shall each furnish to the other for review a party or copy of each such filing made in connection with the transactions contemplated by which this Agreement with any of them is boundGovernmental Authority prior to its filing.
(cb) Notwithstanding anything in this AgreementSunshine will use its commercially reasonable efforts, and CenterState shall reasonably cooperate with Sunshine at Sunshine’s request, to obtain all consents, approvals, authorizations, waivers or similar affirmations described on Sunshine Disclosure Schedule 3.13(c). Each Party will notify the Recipients agree other Party promptly and shall promptly furnish the other Party with copies of notices or other communications received by such Party or any of its Subsidiaries of any communication from any Person alleging that the Contributors’ obligations under consent of such Person (or another Person) is or may be required in connection with the transactions contemplated by this Agreement shall in no way require (and the response thereto from such Party, its Subsidiaries or its representatives). Sunshine will consult with CenterState and its representatives as often as practicable under the circumstances so as to permit Sunshine and CenterState and their respective representatives to cooperate to take appropriate measures to obtain such consents and avoid or mitigate any Contributor to accept any condition or requirement of any regulatory approval adverse consequences that is or could reasonably be determined to be adverse to any Contributor or EXHmay result from the foregoing.
Appears in 3 contracts
Samples: Merger Agreement (Sunshine Bancorp, Inc.), Merger Agreement (CenterState Banks, Inc.), Merger Agreement (CenterState Banks, Inc.)
Regulatory Filings; Consents. (a) As promptly as practicable but in any event no later than five business days after the date of this Agreement, the Contributors and the Recipients shall file with the Federal Trade Commission and the Department of Justice any notifications and other documents required to be filed by such party under the HSR Act with respect to the Transactions. The parties shall consult with each other to respond promptly to any requests for additional information made by either of such agencies and to cause the waiting periods under the HSR Act to terminate or expire at the earliest possible date after the date of filing. MLP will pay all filing fees under the HSR Act, Act but each party will bear its own costs except EESLP will bear and the costs of EES Leasing the other Contributors and for the preparation of any such filing.
(b) The Contributors and the Recipients shall in good faith cooperate with each other and (i) promptly prepare and file all necessary documentation, (ii) effect all necessary applications, notices, petitions and filings and execute all agreements and documents, (iii) use commercially reasonable efforts to obtain the transfer or issuance to the Recipients of all necessary consents, approvals and authorizations of all Governmental Authorities at the earliest possible date and (iv) use commercially reasonable efforts to obtain all consents, approvals and authorizations of all other parties, in the case of each of clauses (i) through (iv) above as are necessary or advisable to consummate the transactions contemplated by this Agreement at the earliest possible date or required by the terms of any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument to which any of the Contributors Contributors, ABS 2007, ABS Leasing or the Recipients is a party or by which any of them is bound.
(c) Notwithstanding anything in this Agreement, the Recipients agree that the Contributors’ obligations under this Agreement shall in no way require any Contributor Contributor, ABS 2007 or ABS Leasing to accept any condition or requirement of any regulatory approval that is or could reasonably be determined to be adverse to any Contributor Contributor, ABS 2007, ABS Leasing or EXH.
Appears in 2 contracts
Samples: Contribution, Conveyance and Assumption Agreement (Exterran Partners, L.P.), Contribution, Conveyance and Assumption Agreement (Exterran Holdings Inc.)
Regulatory Filings; Consents. (ai) As Subject to the terms and conditions of this Agreement, the parties shall use their respective Best Efforts to (i) make all necessary and appropriate filings with all applicable Governmental Entities and obtain all required approvals and clearances with respect thereto, which filings, approvals and clearances are set forth in Schedule 5.2(b), (ii) obtain all consents, waivers, approvals, authorizations and orders required of all other persons in connection with the authorization, execution and delivery of this Agreement and the consummation of the Contemplated Transactions, and (iii) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable to consummate and make effective the Contemplated Transactions as promptly as practicable but practicable.
(ii) The parties shall use their respective Best Efforts to file or cause to be filed all requisite documents and notifications in connection with the transaction contemplated by this Agreement required to be filed with any event no later than five Governmental Entities pursuant to any antitrust or competition law within ten (10) business days after the date of this Agreementhereof, and in any event shall do so as soon as practicable. The parties shall equally pay any filing fees required in connection with such notifications, filings or submissions. The parties shall promptly respond to any inquiry or requests for additional information from any Governmental Entities in connection with such notifications, filings or submissions and shall promptly provide any supplemental information requested in connection with the notifications, filings and/or submissions.
(iii) Subject to such confidentiality restrictions as may be reasonably requested, the Contributors Purchaser and the Recipients shall file Seller will coordinate and cooperate with one another in exchanging such information and each will render such assistance as the other may reasonably request in connection with the Federal Trade Commission foregoing, including acting as if all notifications, filings, and the Department of Justice any notifications and other documents submissions are required to be filed jointly by such the Purchaser and the Seller even if formally made by only one Party. In particular, each party under shall promptly provide drafts to the HSR Act other party, allow reasonably adequate time for comment and consult with the other party with respect to the Transactionscontents of such notifications, filings, submissions, further documentation and evidence to be submitted to all relevant Governmental Entities. The parties Each party shall consult with each promptly disclose to the other to respond promptly all correspondence received from or sent to any requests for additional information relevant Governmental Entities in connection therewith (including providing copies of filings made by either of such agencies and to cause the waiting periods under the HSR Act to terminate or expire at the earliest possible date after time such filings are made) and shall keep the date of filing. MLP will pay all filing fees under the HSR Act, but each party will bear its own costs except EESLP will bear the costs of EES Leasing for the preparation other fully informed of any such filing.
(b) The Contributors and the Recipients shall other related communication in good faith cooperate whatever form with each other and (i) promptly prepare and file all necessary documentation, (ii) effect all necessary applications, notices, petitions and filings and execute all agreements and documents, (iii) use commercially reasonable efforts to obtain the transfer or issuance to the Recipients of all necessary consents, approvals and authorizations of all Governmental Authorities at the earliest possible date and (iv) use commercially reasonable efforts to obtain all consents, approvals and authorizations of all other parties, in the case of each of clauses (i) through (iv) above as are necessary or advisable to consummate the transactions contemplated by this Agreement at the earliest possible date or required by the terms of any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument to which any of the Contributors or relevant Governmental Entities. Each party shall, in each such case, where permitted by the Recipients is a relevant Governmental Entities, allow persons nominated by the other party or by which any of them is boundto attend all meetings with Governmental Entities, and where appropriate make oral submissions at such meetings.
(c) Notwithstanding anything in this Agreement, the Recipients agree that the Contributors’ obligations under this Agreement shall in no way require any Contributor to accept any condition or requirement of any regulatory approval that is or could reasonably be determined to be adverse to any Contributor or EXH.
Appears in 2 contracts
Samples: Master Sale and Purchase Agreement, Master Sale and Purchase Agreement (Kulicke & Soffa Industries Inc)
Regulatory Filings; Consents. (a) As promptly Each of Buyer and Company and their respective Subsidiaries shall cooperate and use their commercially reasonable efforts (i) to prepare all documentation (including the Joint Proxy Statement-Prospectus), to effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary to consummate the transactions contemplated by this Agreement, including without limitation, the Regulatory Approvals and all other consents and approvals of a Governmental Authority required to consummate the Merger in the manner contemplated herein (provided, however, that the Company’s obligation to participate in such Regulatory Approvals shall be non‑financial), (ii) to comply with the terms and conditions of such permits, consents, approvals and authorizations and (iii) to cause the transactions contemplated by this Agreement to be consummated as expeditiously as practicable; provided, however, that, notwithstanding anything to the contrary contained herein, in no event shall Buyer be required to agree to any prohibition, limitation, or other requirement, or take any action or omit to take any action, which would prohibit or limit the ownership or operation by Company or any of its Subsidiaries, or by Buyer or any of its Subsidiaries, of all or any portion of the business or assets of Company or any of its Subsidiaries or Buyer or its Subsidiaries, or compel Buyer or any of its Subsidiaries to dispose of all or any portion of the business or assets of Company or any of its Subsidiaries or Buyer or any of its Subsidiaries, or otherwise be reasonably likely, individually or in the aggregate, to have a material and adverse effect on Buyer and its Subsidiaries, taken as a whole and giving effect to the Merger (measured on a scale relative to Company and its Subsidiaries taken as a whole) (together, the “Burdensome Conditions”). Without limiting the generality of the foregoing, as soon as practicable but and in any no event no later than five business sixty (60) days after the date of this Agreement, Buyer and Company shall, and shall cause their respective Subsidiaries to, each prepare and file any applications, notices and filings required in order to obtain the Contributors and the Recipients shall file with the Federal Trade Commission and the Department of Justice any notifications Regulatory Approvals and other documents Governmental Authority consents and approvals required to be filed by such party under consummate the HSR Act with respect Merger. Subject to the Transactions. The parties shall consult with each other to respond promptly to any requests for additional information made by either of such agencies applicable Laws, (A) Buyer and to cause the waiting periods under the HSR Act to terminate or expire at the earliest possible date after the date of filing. MLP Company will pay all filing fees under the HSR Act, but each party will bear its own costs except EESLP will bear the costs of EES Leasing for the preparation of any such filing.
(b) The Contributors and the Recipients shall in good faith cooperate with furnish each other and (i) promptly prepare each other’s counsel with all information concerning themselves, their Subsidiaries, directors, trustees, officers and file all necessary documentation, (ii) effect all necessary applications, notices, petitions shareholders and filings and execute all agreements and documents, (iii) use commercially reasonable efforts to obtain the transfer or issuance to the Recipients of all necessary consents, approvals and authorizations of all Governmental Authorities at the earliest possible date and (iv) use commercially reasonable efforts to obtain all consents, approvals and authorizations of all such other parties, in the case of each of clauses (i) through (iv) above matters as are may be necessary or advisable in connection with any application, or petition made by or on behalf of Buyer or Company or their respective Subsidiaries to consummate any Governmental Authority in connection with the transactions contemplated by this Agreement, (B) each party hereto shall have the right to review and approve in advance all characterizations of the information relating to such party and any of its Subsidiaries that appear in any filing made in connection with the transactions contemplated by this Agreement at with any Governmental Authority, and (C) Buyer and Company will notify the earliest possible date or required by other promptly and shall promptly apprise the terms other of the substance of any notecommunication from any Governmental Authority received by it with respect to the regulatory applications filed solely in connection with the transactions contemplated by this Agreement (and its response thereto); provided, bondthat in no event shall Buyer or Buyer Bank be obligated to provide or otherwise disclose to Company confidential information regarding Buyer, mortgageBuyer Bank or any Affiliates or any pending merger transaction, indenture, deed of trust, license, franchise, permit, concession, contract, lease other than the Merger. Company shall provide Buyer with the opportunity to participate in meetings or other instrument substantive telephone discussions that it or its representatives may from time to which time have with any of Governmental Authority with respect to the Contributors or the Recipients is a party or by which any of them is boundtransactions contemplated thereby.
(cb) Notwithstanding anything Company will use its commercially reasonable efforts, and Buyer shall reasonably cooperate with Company at Company’s request, to obtain all consents, approvals, authorizations, waivers or similar affirmations described on Company Disclosure Schedule 3.13(c); provided that neither Company nor any of its Subsidiaries will be required to make any payment to or grant any concessions to any third party in this Agreementconnection therewith (and shall not make any such payment or grant any such concession without the prior written consent of Buyer). Each party will, to the Recipients agree extent permitted by applicable Law, notify the other party promptly and shall promptly furnish the other party with copies of notices or other communications received by such party or any of its Subsidiaries of any communication from any Person alleging that the Contributors’ obligations under consent of such Person (or another Person) is or may be required in connection with the transactions contemplated by this Agreement shall in no way require (and the response thereto from such party, its Subsidiaries or its representatives). Company will reasonably consult with Buyer and its representatives so as to permit Company and Buyer and their respective representatives to cooperate to take appropriate measures to obtain such consents and avoid or mitigate any Contributor to accept any condition or requirement of any regulatory approval adverse consequences that is or could reasonably be determined to be adverse to any Contributor or EXHmay result from the foregoing.
Appears in 2 contracts
Samples: Merger Agreement (Eagle Bancorp Montana, Inc.), Merger Agreement (Eagle Bancorp Montana, Inc.)
Regulatory Filings; Consents. (a) As promptly as practicable but Upon the terms and subject to the conditions set forth in any event no later than five business days after the date of this Agreement, each of the Contributors and the Recipients shall file with the Federal Trade Commission and the Department of Justice any notifications and other documents required parties agrees to use its reasonable best efforts to take, or cause to be filed by such party taken, all actions that are necessary, proper or advisable under the HSR Act with respect to the Transactions. The parties shall consult with each other to respond promptly to any requests for additional information made by either of such agencies this Agreement and applicable Law to cause the waiting periods conditions set forth in Article 6 to be satisfied and to consummate and make effective the Merger and the other Transactions as promptly as practicable. Notwithstanding the foregoing, any party hereto may, as it deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other parties hereto under this Section 5.5 as “outside counsel only.” Such materials and the HSR Act information contained therein shall be given only to terminate the outside counsel of the recipient party, and the recipient party shall cause such outside counsel not to disclose such materials or expire at information to any employees, officers, directors or other Representatives of the earliest possible date after recipient party, unless express written permission is obtained in advance from the date source of filing. MLP will pay all filing fees under the HSR Act, but each party will bear its own costs except EESLP will bear the costs of EES Leasing for the preparation of any such filingmaterials.
(b) The Contributors Except as prohibited by applicable Law or Order, each of Parent, Merger Sub and the Recipients Company shall in good faith use reasonable best efforts to (i) cooperate reasonably with each other in connection with any filing or submission with a Governmental Entity in connection with the Transactions and (i) promptly prepare in connection with any investigation or other Inquiry by or before a Governmental Entity relating to the Transactions, including by allowing legal counsel to the other party to have a reasonable and file all necessary documentationcustomary opportunity to review in advance and comment on drafts of filings and submissions, (ii) effect all necessary applicationspromptly inform the other parties hereto of (and, noticesif in writing, petitions and filings and execute all agreements and documentssupply to the other parties’ legal counsel) any material communication, other than any ministerial communications, received by such party from, or given by such party to, the Federal Trade Commission, the Antitrust Division of the Department of Justice, or any other similar Governmental Entity, in each case regarding any of the Transactions, (iii) use commercially reasonable efforts to obtain coordinate with the transfer or issuance to other parties’ legal counsel in preparing and exchanging such information and promptly provide the Recipients other parties’ legal counsel with copies of all filings, presentations or material submissions (and a summary of any oral presentations) made by such party with any Governmental Entity relating to this Agreement or the Transactions, which each party may redact any materials (A) to remove references concerning the valuation of the Company, (B) as necessary consentsto comply with contractual arrangements or applicable Law and (C) as necessary to address reasonable attorney-client or other privileged, approvals and authorizations of all Governmental Authorities at the earliest possible date confidentiality or competitively sensitive information concerns, and (iv) use commercially reasonable efforts to obtain all consents, approvals and authorizations of all other parties, in the case of each of clauses (i) through (iv) above as are necessary or advisable to consummate the transactions contemplated by this Agreement at the earliest possible date or required extent permitted by the terms Governmental Entity, participate in material meetings, presentations, consultations, and discussions related to obtaining any approvals required in connection with the Transactions. Subject to applicable Law, the parties hereto will consult and cooperate with one another in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease party relating to proceedings under any Antitrust Law or other instrument to which any of the Contributors or the Recipients is a party or by which any of them is boundnecessary government approval, excluding personal identifier information and other confidential business information.
(c) Unless prohibited by applicable Law or Order or by the applicable Governmental Entity, each of the Company, on one hand, and Parent and Merger Sub, on the other hand, shall (i) not participate in or attend any material meeting, or engage in any material conversation (other than ministerial conversations) with any Governmental Entity in respect of the Transactions without the other, (ii) give the other reasonable prior notice of any such material meeting or material conversation and (iii) in the event one such party is prohibited by applicable Law or Order or by the applicable Governmental Entity from participating or attending any such material meeting or engaging in any such material conversation, or it has not been reasonably practicable to include the non-participating party, keep such non-participating party reasonably apprised with respect thereto.
(d) In furtherance and not in limitation of the actions and obligations described in Section 5.5(b) and Section 5.5(c), each of Parent and the Company shall use its reasonable best efforts to promptly (and in any event, prior to the Outside Date) resolve such objections, if any, as may be asserted by any Governmental Entity with respect to the Transactions under any Antitrust Law or other applicable Law or Order. In connection therewith, if any Proceeding is instituted (or threatened to be instituted), which Proceeding challenges any transaction contemplated by this Agreement as in violation of any other Antitrust Law or Order or other applicable Law, each of Parent and the Company shall use its reasonable best efforts to promptly contest and resist any such Proceeding, and seek to have promptly vacated, lifted, reversed or overturned any decree, judgment, injunction or other Order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents, limits or restricts the consummation of the Transactions, including by pursuing all available avenues of administrative and judicial appeal. Each of Parent and the Company shall use its reasonable best efforts to take such actions as may be required to cause the expiration or termination of the waiting, notice or review periods under any Antitrust Law or Order or other applicable Law with respect to the Transactions as promptly as possible after the execution of this Agreement (and in any event prior to the Outside Date).
(e) Notwithstanding anything to the contrary in this AgreementSection 5.5, from the Recipients agree that the Contributors’ obligations under date of this Agreement until the Closing, neither Parent nor any of its affiliates shall in no way require acquire or agree to acquire, by merging with or into or consolidating with, or by purchasing a substantial portion of the assets of or any Contributor equity in, or by any other manner, any assets or Person, if the execution and delivery of a definitive agreement relating to, or the consummation of, such acquisition would be reasonably expected to accept any condition or requirement prevent the consummation of any regulatory approval that is or could reasonably be determined to be adverse to any Contributor or EXHthe Transactions by the Outside Date.
Appears in 2 contracts
Samples: Merger Agreement (Patriot Transportation Holding, Inc.), Merger Agreement (Patriot Transportation Holding, Inc.)
Regulatory Filings; Consents. (a) As promptly as practicable but in any event no later than five business days after the date Each of this Agreement, the Contributors CenterState and the Recipients NCC and their respective Subsidiaries shall file with the Federal Trade Commission cooperate and the Department of Justice any notifications and other documents required to be filed by such party under the HSR Act with respect to the Transactions. The parties shall consult with each other to respond promptly to any requests for additional information made by either of such agencies and to cause the waiting periods under the HSR Act to terminate or expire at the earliest possible date after the date of filing. MLP will pay all filing fees under the HSR Act, but each party will bear its own costs except EESLP will bear the costs of EES Leasing for the preparation of any such filing.
(b) The Contributors and the Recipients shall in good faith cooperate with each other and use their respective commercially reasonable efforts (i) to promptly prepare and file all necessary documentation, (ii) and to effect all necessary applicationsfilings, notices, petitions and filings and execute all agreements and documents, (iii) use commercially reasonable efforts to obtain the transfer or issuance to the Recipients of all necessary permits, consents, approvals and authorizations of all third parties and Governmental Authorities at the earliest possible date and (iv) use commercially reasonable efforts to obtain all consents, approvals and authorizations of all other parties, in the case of each of clauses (i) through (iv) above as are necessary or advisable to consummate the transactions contemplated by this Agreement at Agreement, the earliest possible date or Regulatory Approvals and all other consents and approvals of a Governmental Authority required by to consummate the Merger in the manner contemplated herein, (ii) to comply with the terms and conditions of such permits, consents, approvals and authorizations, (iii) to resolve any objections that may be asserted by any Governmental Authority with respect to this Agreement or the transactions contemplated herein, and (iv) to cause the transactions contemplated by this Agreement to be consummated as expeditiously as practicable; provided, however, notwithstanding the foregoing or anything to the contrary in this Agreement, nothing contained herein shall be deemed to require CenterState or any of its Subsidiaries or NCC or any of its Subsidiaries to take any action, or commit to take any such action, or agree to any condition or restriction, in connection with obtaining the foregoing permits, consents, approvals and authorizations of any noteGovernmental Authority that would reasonably be likely to have a material and adverse effect (measured on a scale relative to NCC) on the condition (financial or otherwise), bondresults of operations or business of the Surviving Entity or the Surviving Bank, mortgageafter giving effect to the Merger (together, indenturethe “Burdensome Conditions”); provided, deed further, that those actions set forth in CenterState Disclosure Schedule Section 5.06(a) shall not constitute a “Burdensome Condition.” CenterState and NCC will furnish each other and each other’s counsel with all information concerning themselves, their Subsidiaries, directors, trustees, officers and shareholders or stockholders, as applicable, and such other matters as may be necessary or advisable in connection with any application, petition or any other statement or application made by or on behalf of trustCenterState or NCC to any Governmental Authority in connection with the transactions contemplated by this Agreement. Each Party hereto shall have the right to review and approve in advance all characterizations of the information relating to such Party and any of its Subsidiaries that appear in any filing made in connection with the transactions contemplated by this Agreement with any Governmental Authority, licenseother than materials filed in connection therewith under a claim of confidentiality. CenterState shall, franchiseas soon as is practicable, permitbut no later than thirty (30) days after the date hereof, concessionmake all filings with Governmental Authorities, contractincluding the Federal Reserve Board and the OCC. In addition, lease CenterState and NCC shall each furnish to the other for review a copy of each such filing made in connection with the transactions contemplated by this Agreement with any Governmental Authority prior to its filing; provided that Section 5.05 provides for the filing of the Registration Statement and this Section 5.06(a) does not apply to the filing of the Registration Statement.
(b) Subject to applicable Laws (including those relating to the exchange of information), CenterState and NCC shall keep each other apprised of the status of matters relating to the completion of the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, subject to applicable Laws, the Parties shall (i) promptly furnish each other with copies of notices or other instrument communications received by each Party (or written or oral summaries of communications received orally), from any Governmental Authority with respect to which any the transactions contemplated by this Agreement, and (ii) provide the other Party a reasonable opportunity to review in advance, and accept the reasonable comments of the Contributors other Party in connection with, any proposed communication to, including any filings with or other written materials submitted to, any Governmental Authority. Each Party acknowledges and agrees that nothing in this Agreement shall require or permit either Party to provide or disclose confidential supervisory information to the Recipients is a party or by which any of them is boundother Party.
(c) Notwithstanding anything NCC will use its commercially reasonable efforts, and CenterState shall reasonably cooperate with NCC at NCC’s request, to obtain all consents, approvals, authorizations, waivers or similar affirmations required to be obtained in this Agreementconnection with the Merger or the Bank Merger, which are denoted in NCC Disclosure Schedule Section 3.13(c) under the Recipients agree caption “consents and approvals to be sought.” Each Party will notify the other Party promptly and shall promptly furnish the other Party with copies of notices or other communications received by such Party or any of its Subsidiaries of any communication from any Person alleging that the Contributors’ obligations under consent of such Person (or another Person) is or may be required in connection with the transactions contemplated by this Agreement shall in no way require (and the response thereto from such Party, its Subsidiaries or its representatives). NCC will consult with CenterState and its representatives as often as practicable under the circumstances so as to permit NCC and CenterState and their respective representatives to cooperate to take appropriate measures to obtain such consents and avoid or mitigate any Contributor to accept any condition or requirement adverse consequences that may result from the foregoing.
(d) CenterState will file a Listing of any regulatory approval that is or could reasonably be determined Additional Shares Notification with NASDAQ for the shares of CenterState Common Stock to be adverse to any Contributor or EXHissued in connection with the Merger in accordance with applicable NASDAQ requirements.
Appears in 2 contracts
Samples: Merger Agreement (CenterState Bank Corp), Merger Agreement (National Commerce Corp)
Regulatory Filings; Consents. The WFSG Parties and the APL Parties shall each use, and shall cause their respective Affiliates to use, all commercially reasonable efforts to obtain all necessary consents, waivers, authorizations and approvals and to give all notices to and make all filings with, all Governmental Authorities and other Persons that may be or become necessary for its execution and delivery of, and the performance of its obligations under this Agreement and the Transaction Documents to which it is a party and will cooperate fully with the other Party in promptly seeking to obtain all such authorizations, consents, orders, and approvals, giving such notices, and making such filings, including any filings required under the HSR Act, with respect to the transactions contemplated by this Agreement. To the extent required by the HSR Act, the WFSG Parties and the APL Parties shall each (ai) As file or cause to be filed, as promptly as practicable but in any no event no later than five business days the 10th Business Day after the date execution and delivery of this Agreement, the Contributors and the Recipients shall file with the Federal Trade Commission and the United States Department of Justice any notifications Justice, all reports and other documents required to be filed by any such party Party under the HSR Act concerning the transactions contemplated hereby and (ii) promptly comply with respect or cause to the Transactions. The parties shall consult be complied with each other to respond promptly to any requests by the Federal Trade Commission or the United States Department of Justice for additional information made by either of concerning such agencies and to cause transactions, in each case so that the waiting periods period applicable to this Agreement and the transactions contemplated hereby under the HSR Act to terminate or shall expire at the earliest possible date as soon as practicable after the date execution and delivery of filingthis Agreement. MLP will pay all filing fees The WFSG Parties and the APL Parties each agree to request, and to cooperate with the other Parties in requesting, early termination of any applicable waiting period under the HSR Act, but each party will bear its own costs except EESLP will bear the . The costs of EES Leasing for any filing fees required in connection with any HSR filing shall be borne equally between WFSG and APL. Notwithstanding the preparation foregoing or any other provision of any such filing.
(b) The Contributors and the Recipients shall this Agreement, nothing in good faith cooperate with each other and (i) promptly prepare and file all necessary documentation, (ii) effect all necessary applications, notices, petitions and filings and execute all agreements and documents, (iii) use commercially reasonable efforts to obtain the transfer or issuance to the Recipients of all necessary consents, approvals and authorizations of all Governmental Authorities at the earliest possible date and (iv) use commercially reasonable efforts to obtain all consents, approvals and authorizations of all other parties, in the case of each of clauses (i) through (iv) above as are necessary or advisable to consummate the transactions contemplated by this Agreement at shall require the earliest possible date WFSG Parties, the APL Parties or required by any of their respective Affiliates to enter into or offer to enter into any divestiture, hold-separate, business limitation or similar agreement or undertaking whether prior to or after the terms of any noteClosing Date, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument to which commit or agree to any of the Contributors foregoing, to obtain any consents, approvals, permits or the Recipients is a party or by which any of them is boundauthorizations.
(c) Notwithstanding anything in this Agreement, the Recipients agree that the Contributors’ obligations under this Agreement shall in no way require any Contributor to accept any condition or requirement of any regulatory approval that is or could reasonably be determined to be adverse to any Contributor or EXH.
Appears in 2 contracts
Samples: Formation and Exchange Agreement (Atlas Resources Public #18-2008 Program), Formation and Exchange Agreement (Atlas Pipeline Partners Lp)
Regulatory Filings; Consents. (a) As promptly as practicable but in any event no later than five business days after the date Each of this Agreement, the Contributors FBMS and the Recipients SWGB and their respective Subsidiaries shall file with the Federal Trade Commission cooperate and the Department of Justice any notifications and other documents required to be filed by such party under the HSR Act with respect to the Transactions. The parties shall consult with each other to respond promptly to any requests for additional information made by either of such agencies and to cause the waiting periods under the HSR Act to terminate or expire at the earliest possible date after the date of filing. MLP will pay all filing fees under the HSR Act, but each party will bear its own costs except EESLP will bear the costs of EES Leasing for the preparation of any such filing.
(b) The Contributors and the Recipients shall in good faith cooperate with each other and use their respective reasonable best efforts (i) to promptly prepare all documentation (including the Registration Statement and file all necessary documentationthe Proxy Statement-Prospectus), (ii) and to effect all necessary applicationsfilings, notices, petitions and filings and execute all agreements and documents, (iii) use commercially reasonable efforts to obtain the transfer or issuance to the Recipients of all necessary permits, consents, approvals and authorizations of all third parties and Governmental Authorities at the earliest possible date and (iv) use commercially reasonable efforts to obtain all consents, approvals and authorizations of all other parties, in the case of each of clauses (i) through (iv) above as are necessary or advisable to consummate the transactions contemplated by this Agreement at Agreement, the earliest possible date or Regulatory Approvals and all other consents and approvals of a Governmental Authority required by to consummate the Merger in the manner contemplated herein, (ii) to comply with the terms and conditions of any notesuch permits, bondconsents, mortgageapprovals and authorizations and (iii) to cause the transactions contemplated by this Agreement to be consummated as expeditiously as practicable; provided, indenturehowever, deed of trust, license, franchise, permit, concession, contract, lease notwithstanding the foregoing or other instrument anything to which any of the Contributors or the Recipients is a party or by which any of them is bound.
(c) Notwithstanding anything contrary in this Agreement, nothing contained herein shall be deemed to require FBMS or any of its Subsidiaries or SWGB or any of its Subsidiaries to take any non-standard action, or commit to take any such action, or agree to any non-standard condition or restriction, in connection with obtaining the Recipients agree foregoing permits, consents, approvals and authorizations of any Governmental Authority that would reasonably be likely to have a material and adverse effect (measured on a scale relative to the affected Party) on the condition (financial or otherwise), results of operations, liquidity, assets or deposit liabilities, properties or business of FBMS, SWGB, the Surviving Entity or the Surviving Bank, after giving effect to the Merger (“Burdensome Condition”). FBMS and SWGB will furnish each other and each other’s counsel with all information concerning themselves, their Subsidiaries, directors, trustees, officers and shareholders and such other matters as may be necessary or advisable in connection with any application, petition or any other statement or application made by or on behalf of FBMS or SWGB to any Governmental Authority in connection with the transactions contemplated by this Agreement. Each Party shall have the right to review and approve in advance all characterizations of the information relating to such party and any of its Subsidiaries that appear in any filing made in connection with the transactions contemplated by this Agreement with any Governmental Authority. In addition, FBMS and SWGB shall each furnish to the other for review a copy of each such filing made in connection with the transactions contemplated by this Agreement with any Governmental Authority prior to its filing.
(b) SWGB will use its commercially reasonable efforts, and FBMS shall reasonably cooperate with SWGB at SWGB’s request, to obtain all consents, approvals, authorizations, waivers or similar affirmations described on SWGB Disclosure Schedule 3.12(c). Each Party will notify the other Party promptly and shall promptly furnish the other Party with copies of notices or other communications received by such Party or any of its Subsidiaries of any communication from any Person alleging that the Contributors’ obligations under consent of such Person (or another Person) is or may be required in connection with the transactions contemplated by this Agreement shall in no way require (and the response thereto from such Party, its Subsidiaries or its representatives). The Parties and their representatives will consult as often as practicable under the circumstances so as to permit SWGB and FBMS and their respective representatives to cooperate to take appropriate measures to obtain such consents and avoid or mitigate any Contributor to accept any condition or requirement of any regulatory approval adverse consequences that is or could reasonably be determined to be adverse to any Contributor or EXHmay result from the foregoing.
Appears in 2 contracts
Samples: Merger Agreement (First Bancshares Inc /MS/), Merger Agreement (Southwest Georgia Financial Corp)
Regulatory Filings; Consents. (a) As Each of Buyer and Company and their respective Subsidiaries shall cooperate and use their respective commercially reasonable efforts (i) to promptly prepare all documentation (including the Joint Proxy Statement-Prospectus), to effect all filings, to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary to consummate the transactions contemplated by this Agreement, including, without limitation, all Regulatory Approvals and all other consents and approvals of a Governmental Authority required to consummate the Merger, (ii) to comply with the terms and conditions of such permits, consents, approvals and authorizations and (iii) to cause the transactions contemplated by this Agreement to be consummated as expeditiously as practicable but (including by avoiding or setting aside any preliminary or permanent injunction or other order of any United States federal or state court of competent jurisdiction or any other Governmental Authority); provided, however, that in no event shall Buyer be required to agree to any event no later than five prohibition, limitation, or other requirement which would prohibit or materially limit the ownership or operation by Buyer or any of its Subsidiaries, of all or any material portion of the business or assets of Company or any of its Subsidiaries or Buyer or its Subsidiaries, or compel Buyer or any of its Subsidiaries to dispose of or hold separate all or any material portion of the business or assets of Company or any of its Subsidiaries or Buyer or any of its Subsidiaries (together, the “Burdensome Conditions”). Buyer and Company will furnish each other and each other’s counsel with all information concerning themselves, their Subsidiaries, directors, trustees, officers and stockholders and such other matters as may be necessary or advisable in connection with the Joint Proxy Statement-Prospectus and any application, petition, or any other statement or application made by or on behalf of Buyer or Company to any Governmental Authority in connection with the transactions contemplated by this Agreement. Provided that Company has cooperated as required by this Agreement, Buyer agrees to use commercially reasonable efforts to file the requisite applications with the FDIC and the Massachusetts Commissioner of Banks within fifty (50) days after the date of this Agreement, . Each party shall have the Contributors right to review and approve in advance all characterizations of the Recipients shall file information relating to it and any of its Subsidiaries that appear in any filing made in connection with the Federal Trade Commission and the Department of Justice any notifications and other documents required to be filed by such party under the HSR Act with respect to the Transactions. The parties shall consult with each other to respond promptly to any requests for additional information made by either of such agencies and to cause the waiting periods under the HSR Act to terminate or expire at the earliest possible date after the date of filing. MLP will pay all filing fees under the HSR Act, but each party will bear its own costs except EESLP will bear the costs of EES Leasing for the preparation of any such filing.
(b) The Contributors and the Recipients shall in good faith cooperate with each other and (i) promptly prepare and file all necessary documentation, (ii) effect all necessary applications, notices, petitions and filings and execute all agreements and documents, (iii) use commercially reasonable efforts to obtain the transfer or issuance to the Recipients of all necessary consents, approvals and authorizations of all Governmental Authorities at the earliest possible date and (iv) use commercially reasonable efforts to obtain all consents, approvals and authorizations of all other parties, in the case of each of clauses (i) through (iv) above as are necessary or advisable to consummate the transactions contemplated by this Agreement at with any Governmental Authority and Buyer and Company shall each furnish to the earliest possible date other for review a copy of each such filing made in connection with the transactions contemplated by this Agreement with any Governmental Authority prior to its filing, in each case subject to applicable Laws relating to the exchange of information.
(b) Company will notify Buyer promptly and shall promptly furnish Buyer with copies of notices or other communications or summaries of oral communications received by Company or any of its Subsidiaries of (i) any communication, written or oral, from any Person alleging that the consent of such Person (or another Person) is or may be required in connection with the transactions contemplated by this Agreement (and the terms response thereto from Company, its Subsidiaries or its representatives), (ii) subject to applicable Laws and the instructions of any noteGovernmental Authority, bondany communication, mortgagewritten or oral, indenturefrom any 62 Governmental Authority in connection with the transactions contemplated by this Agreement (and the response thereto from Company, deed its Subsidiaries or its representatives), and (iii) any legal actions threatened or commenced against or otherwise affecting Company or any of trustits Subsidiaries that are related to the transactions contemplated by this Agreement (and the response from Company, license, franchise, permit, concession, contract, lease its Subsidiaries or other instrument its representatives). With respect to which any of the Contributors foregoing, Company will consult with Buyer and its representatives so as to permit Company and Buyer and their respective representatives to cooperate to take appropriate measures to avoid or the Recipients is a party or by which mitigate any adverse consequences that may result from any of them is boundthe foregoing.
(c) Notwithstanding anything in this AgreementBuyer will notify Company promptly and shall promptly furnish Company with copies of notices or other communications or summaries of oral communications received by Buyer or any of its Subsidiaries of (i) any communication, the Recipients agree written or oral, from any Person alleging that the Contributors’ obligations under consent of that Person (or other Person) is or may be required in connection with the transactions contemplated by this Agreement shall in no way require any Contributor (and the response from Buyer or its representatives), (ii) subject to accept any condition or requirement applicable Laws and the instructions of any regulatory approval Governmental Authority, any communication, written or oral, from any Governmental Authority in connection with the transactions contemplated by this Agreement (and the response from Buyer or its representatives), and (iii) any legal actions threatened or commenced against or otherwise affecting Buyer or any of its Subsidiaries that is are related to the transactions contemplated by this Agreement (and the response from Buyer, its Subsidiaries or could reasonably be determined to be adverse to any Contributor or EXHits representatives).
Appears in 2 contracts
Samples: Merger Agreement (Independent Bank Corp), Merger Agreement (Independent Bank Corp)
Regulatory Filings; Consents. (a) As promptly Each of Enterprise and First Choice and their respective Subsidiaries shall cooperate and use their Commercially Reasonable Efforts (i) to prepare all documentation (including the Registration Statement and Proxy Statement-Prospectus), and Enterprise shall make, all filings with, to send all notices to, and to obtain all Permits, consents, approvals and authorizations of, all third parties and Governmental Authorities necessary to consummate the transactions contemplated by this Agreement, including without limitation, the Closing Regulatory Approvals and the consents, approvals and notices under the Contracts set forth on Section 3.05(c), (ii) to comply with the terms and conditions of such permits, consents, approvals and authorizations and (iii) to cause the transactions contemplated by this Agreement to be consummated as expeditiously as practicable; provided, however, that in no event shall Enterprise be required to agree to any prohibition, limitation, or other requirement which would (A) materially prohibit or materially limit the ownership or operation by Enterprise or any Enterprise Subsidiary (including First Choice and any First Choice Subsidiary after Closing) of all or any material portion of its business or assets, (B) compel Enterprise or any Enterprise Subsidiary (including First Choice and any First Choice Subsidiary after Closing) to dispose of all or any material portion of its business or assets, (C) cause any portion of any First Choice Regulatory Agreement to be enforceable against Enterprise or EB&T after the Merger, or (D) be reasonably expected to have a Material Adverse Effect on the Surviving Entity, taken as a whole (together, the “Burdensome Conditions”). Without limiting the generality of the foregoing, as soon as practicable but and in any no event no later than five business thirty (30) days after the date of this Agreement, the Contributors Enterprise and the Recipients First Choice shall, and shall file with the Federal Trade Commission cause their respective Subsidiaries to, each prepare, and the Department of Justice Enterprise shall file, any notifications and other documents required to be filed by such party under the HSR Act with respect to the Transactions. The parties shall consult with each other to respond promptly to any requests for additional information made by either of such agencies and to cause the waiting periods under the HSR Act to terminate or expire at the earliest possible date after the date of filing. MLP will pay all filing fees under the HSR Act, but each party will bear its own costs except EESLP will bear the costs of EES Leasing for the preparation of any such filing.
(b) The Contributors and the Recipients shall in good faith cooperate with each other and (i) promptly prepare and file all necessary documentation, (ii) effect all necessary applications, notices, petitions notices and filings and execute all agreements and documents, (iii) use commercially reasonable efforts required in order to obtain the transfer or issuance to the Recipients of all necessary Closing Regulatory Approvals and any other Permits, consents, approvals and authorizations of any Governmental Authority necessary to consummate the transactions contemplated hereby (including the Merger and the Bank Merger). Subject to applicable Law, (w) Enterprise and First Choice will furnish each other and each other’s counsel with all Governmental Authorities at information concerning themselves, their Subsidiaries, directors, trustees, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with obtaining any Regulatory Approval, (x) each party hereto shall have the earliest possible date right to review and approve in advance all characterizations of the information relating to such party and any of its Subsidiaries that appear in any filing made in connection with obtaining any Regulatory Approval, (y) Enterprise and First Choice shall each furnish to the other for review a copy of each such filing made in connection with obtaining any Regulatory Approval prior to its filing and (ivz) Enterprise and First Choice will notify the other promptly and shall promptly furnish the other with copies of any communication from any Governmental Authority received by it with respect to the effort to obtain and receipt of Regulatory Approvals (and its response thereto); provided, that in no event shall Enterprise, EB&T, First Choice or First Choice Bank be obligated to provide or otherwise disclose to the other confidential supervisory information regarding themselves, or any of their respective Subsidiaries or Affiliates.
(b) First Choice will use commercially reasonable efforts Commercially Reasonable Efforts, and Enterprise shall reasonably cooperate with First Choice at First Choice’s request, to obtain all consents, approvals approvals, authorizations, waivers or similar affirmations with respect to any Contracts set forth on Section 3.05(c) of the First Choice Disclosure Schedule and authorizations all Leases set forth on Section 3.30(e) of all the First Choice Disclosure Schedule; provided, that, except as otherwise contemplated by this Agreement, neither First Choice nor any First Choice Subsidiary will be required to make any payment to or grant any concessions to any third party in connection therewith. Each party will, to the extent permitted by applicable Law, notify the other parties, party promptly and promptly furnish the other party with copies of notices or other communications received by such party or any of its Subsidiaries from any Person alleging that the consent of such Person (or another Person) is or may be required in the case of each of clauses (i) through (iv) above as are necessary or advisable to consummate connection with the transactions contemplated by this Agreement at (and the earliest possible date response thereto from such party, its Subsidiaries or required by the terms of any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or its representatives). First Choice and Enterprise will reasonably consult with each other instrument and their respective representatives so as to which any of the Contributors or the Recipients is a party or by which any of them is bound.
(c) Notwithstanding anything in this Agreement, the Recipients agree that the Contributors’ obligations under this Agreement shall in no way require any Contributor to accept any condition or requirement of any regulatory approval that is or could reasonably be determined permit First Choice and Enterprise and their respective representatives to be knowledgeable regarding the status of such effort, cooperate to take appropriate measures to obtain such consents and avoid or mitigate any adverse to any Contributor or EXHconsequences that may result from the foregoing.
Appears in 2 contracts
Samples: Merger Agreement (Enterprise Financial Services Corp), Merger Agreement (First Choice Bancorp)
Regulatory Filings; Consents. (a) As promptly Each of Buyer and Company and their respective Subsidiaries shall cooperate and use their commercially reasonable efforts (i) to prepare all documentation (including the Proxy Statement-Prospectus), to effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary to consummate the transactions contemplated by this Agreement, including without limitation, the Regulatory Approvals and all other consents and approvals of a Governmental Authority required to consummate the Merger in the manner contemplated herein (provided, however, that the Company’s obligation to participate in such Regulatory Approvals shall be non-financial), (ii) to comply with the terms and conditions of such permits, consents, approvals and authorizations and (iii) to cause the transactions contemplated by this Agreement to be consummated as expeditiously as practicable; provided, however, that, notwithstanding anything to the contrary contained herein, in no event shall Buyer be required to agree to any prohibition, limitation, or other requirement, or take any action or omit to take any action, which would prohibit or limit the ownership or operation by Company or any of its Subsidiaries, or by Buyer or any of its Subsidiaries, of all or any portion of the business or assets of Company or any of its Subsidiaries or Buyer or its Subsidiaries, or compel Buyer or any of its Subsidiaries to dispose of all or any portion of the business or assets of Company or any of its Subsidiaries or Buyer or any of its Subsidiaries, or otherwise be reasonably likely, individually or in the aggregate, to have a material and adverse effect on Buyer and its Subsidiaries, taken as a whole and giving effect to the Merger (measured on a scale relative to Company and its Subsidiaries taken as a whole) (together, the “Burdensome Conditions”). Without limiting the generality of the foregoing, as soon as practicable but and in any no event no later than five business sixty (60) days after the date of this Agreement, Buyer and Company shall, and shall cause their respective Subsidiaries to, each prepare and file any applications, notices and filings required in order to obtain the Contributors and the Recipients shall file with the Federal Trade Commission and the Department of Justice any notifications Regulatory Approvals and other documents Governmental Authority consents and approvals required to be filed by such party under consummate the HSR Act with respect Merger. Subject to the Transactions. The parties shall consult with each other to respond promptly to any requests for additional information made by either of such agencies applicable Laws, (A) Buyer and to cause the waiting periods under the HSR Act to terminate or expire at the earliest possible date after the date of filing. MLP Company will pay all filing fees under the HSR Act, but each party will bear its own costs except EESLP will bear the costs of EES Leasing for the preparation of any such filing.
(b) The Contributors and the Recipients shall in good faith cooperate with furnish each other and (i) promptly prepare each other’s counsel with all information concerning themselves, their Subsidiaries, directors, trustees, officers and file all necessary documentation, (ii) effect all necessary applications, notices, petitions shareholders and filings and execute all agreements and documents, (iii) use commercially reasonable efforts to obtain the transfer or issuance to the Recipients of all necessary consents, approvals and authorizations of all Governmental Authorities at the earliest possible date and (iv) use commercially reasonable efforts to obtain all consents, approvals and authorizations of all such other parties, in the case of each of clauses (i) through (iv) above matters as are may be necessary or advisable in connection with any application, or petition made by or on behalf of Buyer or Company or their respective Subsidiaries to consummate any Governmental Authority in connection with the transactions contemplated by this Agreement, (B) each party hereto shall have the right to review and approve in advance all characterizations of the information relating to such party and any of its Subsidiaries that appear in any filing made in connection with the transactions contemplated by this Agreement at with any Governmental Authority, and (C) Buyer and Company will notify the earliest possible date or required by other promptly and shall promptly apprise the terms other of the substance of any notecommunication from any Governmental Authority received by it with respect to the regulatory applications filed solely in connection with the transactions contemplated by this Agreement (and its response thereto); provided, bondthat in no event shall Buyer or Buyer Bank be obligated to provide or otherwise disclose to Company confidential information regarding Buyer, mortgageBuyer Bank or any Affiliates or any pending merger transaction, indenture, deed of trust, license, franchise, permit, concession, contract, lease other than the Merger. Company shall provide Buyer with the opportunity to participate in meetings or other instrument substantive telephone discussions that it or its representatives may from time to which time have with any of Governmental Authority with respect to the Contributors or the Recipients is a party or by which any of them is boundtransactions contemplated thereby.
(cb) Notwithstanding anything Company will use its commercially reasonable efforts, and Buyer shall reasonably cooperate with Company at Company’s request, to obtain all consents, approvals, authorizations, waivers or similar affirmations described on Company Disclosure Schedule 3.13(c); provided that neither Company nor any of its Subsidiaries will be required to make any payment to or grant any concessions to any third party in this Agreementconnection therewith (and shall not make any such payment or grant any such concession without the prior written consent of Buyer). Each party will, to the Recipients agree extent permitted by applicable Law, notify the other party promptly and shall promptly furnish the other party with copies of notices or other communications received by such party or any of its Subsidiaries of any communication from any Person alleging that the Contributors’ obligations under consent of such Person (or another Person) is or may be required in connection with the transactions contemplated by this Agreement shall in no way require (and the response thereto from such party, its Subsidiaries or its representatives). Company will reasonably consult with Buyer and its representatives so as to permit Company and Buyer and their respective representatives to cooperate to take appropriate measures to obtain such consents and avoid or mitigate any Contributor to accept any condition or requirement of any regulatory approval adverse consequences that is or could reasonably be determined to be adverse to any Contributor or EXHmay result from the foregoing.
Appears in 2 contracts
Samples: Merger Agreement (Eagle Bancorp Montana, Inc.), Merger Agreement (Eagle Bancorp Montana, Inc.)
Regulatory Filings; Consents. (a) As promptly as practicable but in any event no later than five business days after the date Each of this Agreement, the Contributors Buyer and the Recipients Company and their respective Subsidiaries shall file with the Federal Trade Commission cooperate and the Department of Justice any notifications and other documents required to be filed by such party under the HSR Act with respect to the Transactions. The parties shall consult with each other to respond promptly to any requests for additional information made by either of such agencies and to cause the waiting periods under the HSR Act to terminate or expire at the earliest possible date after the date of filing. MLP will pay all filing fees under the HSR Act, but each party will bear its own costs except EESLP will bear the costs of EES Leasing for the preparation of any such filing.
(b) The Contributors and the Recipients shall in good faith cooperate with each other and use their respective commercially reasonable efforts (i) promptly to prepare and file all necessary documentationdocumentation (including the Proxy Statement-Prospectus), (ii) to effect all necessary applicationsfilings, notices, petitions and filings and execute all agreements and documents, (iii) use commercially reasonable efforts to obtain the transfer or issuance to the Recipients of all necessary permits, consents, approvals and authorizations of all third parties and Governmental Authorities at the earliest possible date and (iv) use commercially reasonable efforts to obtain all consents, approvals and authorizations of all other parties, in the case of each of clauses (i) through (iv) above as are necessary or advisable to consummate the transactions contemplated by this Agreement at Agreement, including, without limitation, all Regulatory Approvals and all other consents and approvals of a Governmental Authority required to consummate the earliest possible date or required by Merger in the manner contemplated herein, (ii) to comply with the terms and conditions of such permits, consents, approvals and authorizations and (iii) to cause the transactions contemplated by this Agreement to be consummated as expeditiously as practicable (including by avoiding or setting aside any preliminary or permanent injunction or other order of any noteUnited States federal or state court of competent jurisdiction or any other Governmental Authority); provided, bondhowever, mortgagethat in no event shall Buyer be required to agree to any prohibition, indenturelimitation, deed of trust, license, franchise, permit, concession, contract, lease or other instrument requirement which would prohibit or materially limit the ownership or operation by Company or any of its Subsidiaries, or by Buyer or any of its Subsidiaries, of all or any material portion of the business or assets of Company or any of its Subsidiaries or Buyer or its Subsidiaries, or compel Buyer or any of its Subsidiaries to which dispose of or hold separate all or any material portion of the business or assets of Company or any of its Subsidiaries or Buyer or any of its Subsidiaries (together, the “Burdensome Conditions”). Buyer and Company will furnish each other and each other’s counsel with all information concerning themselves, their Subsidiaries, directors, trustees, officers and shareholders and such other matters as may be necessary or advisable in connection with the Proxy Statement-Prospectus and any application, petition or any other statement or application made by or on behalf of Buyer or Company to any Governmental Authority in connection with the transactions contemplated by this Agreement. Each party hereto shall have the right to review and approve in advance all characterizations of the information relating to such party and any of its Subsidiaries that appear in any filing made in connection with the transactions contemplated by this Agreement with any Governmental Authority. In addition, Buyer and Company shall each furnish to the other for review a copy of each such filing made in connection with the transactions contemplated by this Agreement with any Governmental Authority prior to its filing.
(b) Company will notify Buyer promptly and shall promptly furnish Buyer with copies of notices or other communications received by Company or any of its Subsidiaries of (i) any communication from any Person alleging that the consent of such Person (or another Person) is or may be required in connection with the transactions contemplated by this Agreement (and the response thereto from Company, its Subsidiaries or its representatives), (ii) subject to applicable Laws and the instructions of any Governmental Authority, any communication from any Governmental Authority in connection with the transactions contemplated by this Agreement (and the response thereto from Company, its Subsidiaries or its representatives) and (iii) any legal actions threatened or commenced against or otherwise affecting Company or any of its Subsidiaries that are related to the transactions contemplated by this Agreement (and the response thereto from Company, its Subsidiaries or its representatives). With respect to any of the Contributors foregoing, Company will consult with Buyer and its representatives so as to permit Company and Buyer and their respective representatives to cooperate to take appropriate measures to avoid or the Recipients is a party or by which mitigate any adverse consequences that may result from any of them is boundthe foregoing.
(c) Notwithstanding anything in this Agreement, the Recipients agree Buyer will notify Company promptly and shall promptly furnish Company with copies of notices or other communications received by Buyer or any of its Subsidiaries of (i) any communication from any Person alleging that the Contributors’ obligations under consent of such Person (or other Person) is or may be required in connection with the transactions contemplated by this Agreement shall in no way require any Contributor (and the response thereto from Buyer or its representatives), (ii) subject to accept any condition or requirement applicable Laws and the instructions of any regulatory approval Governmental Authority, any communication from any Governmental Authority in connection with the transactions contemplated by this Agreement (and the response thereto from Buyer or its representatives), and (iii) any legal actions threatened or commenced against or otherwise affecting Company or any of its Subsidiaries that is are related to the transactions contemplated by this Agreement (and the response thereto from Company, its Subsidiaries or could reasonably be determined to be adverse to any Contributor or EXHits representatives).
Appears in 2 contracts
Samples: Merger Agreement (Mayflower Bancorp Inc), Merger Agreement (Independent Bank Corp)
Regulatory Filings; Consents. (a) As promptly as practicable but in any event no later than five business days after the date Each of this Agreement, the Contributors CenterState and the Recipients Charter and their respective Subsidiaries shall file with the Federal Trade Commission cooperate and the Department of Justice any notifications and other documents required to be filed by such party under the HSR Act with respect to the Transactions. The parties shall consult with each other to respond promptly to any requests for additional information made by either of such agencies and to cause the waiting periods under the HSR Act to terminate or expire at the earliest possible date after the date of filing. MLP will pay all filing fees under the HSR Act, but each party will bear its own costs except EESLP will bear the costs of EES Leasing for the preparation of any such filing.
(b) The Contributors and the Recipients shall in good faith cooperate with each other and use their respective commercially reasonable efforts (i) to promptly prepare and file all necessary documentation, (ii) and to effect all necessary applicationsfilings, notices, petitions and filings and execute all agreements and documents, (iii) use commercially reasonable efforts to obtain the transfer or issuance to the Recipients of all necessary permits, consents, approvals and authorizations of all third parties and Governmental Authorities at the earliest possible date and (iv) use commercially reasonable efforts to obtain all consents, approvals and authorizations of all other parties, in the case of each of clauses (i) through (iv) above as are necessary or advisable to consummate the transactions contemplated by this Agreement at Agreement, the earliest possible date or Regulatory Approvals and all other consents and approvals of a Governmental Authority required by to consummate the Merger in the manner contemplated herein, (ii) to comply with the terms and conditions of such permits, consents, approvals and authorizations, (iii) to resolve any objections that may be asserted by any Governmental Authority with respect to this Agreement or the transactions contemplated herein, and (iv) to cause the transactions contemplated by this Agreement to be consummated as expeditiously as practicable; provided, however, notwithstanding the foregoing or anything to the contrary in this Agreement, nothing contained herein shall be deemed to require CenterState or any of its Subsidiaries or Charter or any of its Subsidiaries to take any action, or commit to take any such action, or agree to any condition or restriction, in connection with obtaining the foregoing permits, consents, approvals and authorizations of any noteGovernmental Authority that would reasonably be likely to have a material and adverse effect (measured on a scale relative to Charter) on the condition (financial or otherwise), bondresults of operations, mortgageliquidity, indentureassets or deposit liabilities, deed properties or business of trustCenterState, licenseCharter, franchisethe Surviving Entity or the Surviving Bank, permitafter giving effect to the Merger (together, concessionthe “Burdensome Conditions”); provided, contractfurther, lease that those actions set forth in CenterState Disclosure Schedule Section 5.06 shall not constitute a “Burdensome Condition” CenterState and Charter will furnish each other and each other’s counsel with all information concerning themselves, their Subsidiaries, directors, trustees, officers and shareholders or stockholders, as applicable, and such other matters as may be necessary or advisable in connection with any application, petition or any other statement or application made by or on behalf of CenterState or Charter to any Governmental Authority in connection with the transactions contemplated by this Agreement. Each Party hereto shall have the right to review and approve in advance all characterizations of the information relating to such Party and any of its Subsidiaries that appear in any filing made in connection with the transactions contemplated by this Agreement with any Governmental Authority, other than material filed in connection therewith under a claim of confidentiality. CenterState shall, as soon as is practicable, but no later than thirty (30) days after the date hereof, make all filings with Governmental Authorities. In addition, CenterState and Charter shall each furnish to the other for review a copy of each such filing made in connection with the transactions contemplated by this Agreement with any Governmental Authority prior to its filing.
(b) Subject to applicable Laws (including those relating to the exchange of information), CenterState and Charter shall keep each other apprised of the status of matters relating to the completion of the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, subject to applicable Laws, the Parties shall (i) promptly furnish each other with copies of notices or other instrument communications received by each Party (or written or oral summaries of communications received orally), from any Governmental Authority with respect to which any the transactions contemplated by this Agreement, and (ii) provide the other Party a reasonable opportunity to review in advance, and accept the reasonable comments of the Contributors other Party in connection with, any proposed communication to, including any filings with or the Recipients is a party or by which other written materials submitted to, any of them is boundGovernmental Authority.
(c) Notwithstanding anything Charter will use its commercially reasonable efforts, and CenterState shall reasonably cooperate with Charter at Charter’s request, to obtain all consents, approvals, authorizations, waivers or similar affirmations described in Charter Disclosure Schedule Section 3.13(c). Each Party will notify the other Party promptly and shall promptly furnish the other Party with copies of notices or other communications received by such Party or any of its Subsidiaries of any communication from any Person alleging that the consent of such Person (or another Person) is or may be required in connection with the transactions contemplated by this Agreement (and the response thereto from such Party, its Subsidiaries or its representatives). Charter will consult with CenterState and its representatives as often as practicable under the circumstances so as to permit Charter and CenterState and their respective representatives to cooperate to take appropriate measures to obtain such consents and avoid or mitigate any adverse consequences that may result from the foregoing. Publicity. CenterState and Charter shall consult with each other before issuing any press release with respect to this Agreement or the transactions contemplated hereby and shall not issue any such press release or make any such public statement without the prior consent of the other Party, which shall not be unreasonably delayed, conditioned or withheld; provided, however, that a Party may, without the prior consent of the other Party (but after such consultation, to the extent practicable in the circumstances), issue such press release or make such public statements as may upon the advice of counsel be required by Law or the rules and regulations of any stock exchanges. It is understood that CenterState shall assume primary responsibility for the preparation of joint press releases relating to this Agreement, the Recipients agree that Merger and the Contributors’ obligations under this Agreement shall in no way require any Contributor to accept any condition or requirement of any regulatory approval that is or could reasonably be determined to be adverse to any Contributor or EXHother transactions contemplated hereby.
Appears in 2 contracts
Samples: Merger Agreement (CenterState Bank Corp), Merger Agreement (CenterState Bank Corp)
Regulatory Filings; Consents. (a) As Each Party shall use, and shall cause its respective Affiliates to use, reasonable best efforts to obtain all necessary consents, clearances, waivers, authorizations and approvals and to give all notices to and make all filings with, all Governmental Authorities and other Persons that may be or become necessary for its execution and delivery of, and the performance of its obligations under this Agreement and the Transaction Documents to which it is a party and will cooperate fully with the other Party in promptly as practicable but seeking to obtain all such authorizations, consents, orders, and approvals, giving such notices, and making such filings. In furtherance and not in any event no later than five business days limitation of the foregoing, each Party shall use reasonable best efforts to: (i) file its notification and report forms required for the transactions contemplated hereby pursuant to the HSR Act, if applicable, within ten Business Days after the date of this Agreement, the Contributors Execution Date; and the Recipients shall file with the Federal Trade Commission and the Department of Justice (ii) cause any notifications and other documents required to be filed by such party waiting period under the HSR Act with respect to the Transactions. The parties shall consult with each other transactions contemplated hereby to respond promptly to any requests for additional information made by either of such agencies and to cause the waiting periods under the HSR Act to expire or terminate or expire at the earliest possible date after time that is reasonably practicable and shall request “early termination” with respect to the date of filing. MLP will pay all filing fees waiting period under the HSR Act, but . Buyer and HFS shall each party will bear its own costs except EESLP will bear the costs be responsible for fifty percent (50%) of EES Leasing for the preparation of any such filingall HSR Act filing fees.
(b) The Contributors Each Party shall, and shall cause its respective Affiliates to, do each of the Recipients shall in good faith cooperate with each other and following (i) promptly prepare inform the other Party of (and, at the other Party’s reasonable request, supply to such other Party, subject to applicable Law) any communication (or other correspondence or memoranda) from or to, and file all necessary documentationany proposed understanding or agreement with, any Governmental Authority in connection with this Agreement or the transactions contemplated hereby; (ii) effect consult and cooperate with the other Party in connection with any analyses, appearances, presentations, memoranda, briefs, arguments and opinions made or submitted by or on behalf of any Party in connection with all necessary applicationsmeetings, noticesactions, petitions discussions and filings Proceedings with Governmental Authorities relating to this Agreement or the transactions contemplated hereby, including, subject to applicable Law, permitting the other Party to review in advance any proposed written communication between it and execute all agreements any Governmental Authority; and documents, (iii) use commercially reasonable efforts comply, as promptly as is reasonably practicable, with any requests received by a Party or any of its Affiliates under the HSR Act and any other applicable Law for additional information, documents or other materials. If a Party or any of its Affiliates intends to obtain the transfer participate in any meeting or issuance discussion with any Governmental Authority with respect to the Recipients of all necessary consents, approvals and authorizations of all Governmental Authorities at the earliest possible date and (iv) use commercially reasonable efforts to obtain all consents, approvals and authorizations of all other parties, in the case of each of clauses (i) through (iv) above as are necessary or advisable to consummate the transactions contemplated by this Agreement at hereby or any filings, investigations or inquiries made in connection with the earliest possible date transactions contemplated hereby, it shall give the other Party reasonable prior notice of, and an opportunity to participate in, such meeting or required by the terms of any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument to which any of the Contributors or the Recipients is a party or by which any of them is bounddiscussion.
(c) Notwithstanding anything The Parties shall exercise reasonable best efforts in this Agreementorder to avoid or eliminate each and every impediment under the HSR Act or any other antitrust, competition, or trade regulation law that may be asserted by any Governmental Authority with respect to the Recipients agree that transactions contemplated hereby so as to enable the Contributors’ obligations under Closing to occur as soon as reasonably practicable (and in any event, no later than the Termination Date); provided that, nothing in this Agreement shall in no way be deemed to require the Parties (or their Affiliates) to agree to (i) any Contributor to accept any condition sale, divestiture or requirement other disposition of any regulatory approval that is business, assets or could reasonably be determined property, or the imposition of any limitation on the ability of any of them to be adverse conduct their respective businesses or to own or exercise control of such businesses, assets or properties, (ii) to pay any material amounts (other than the payment of filing fees and expenses and fees of counsel), (iii) to commence or defend any litigation, (iv) to agree to any Contributor material limitation on the operation or EXHconduct of their or their Affiliates’ respective businesses or (vi) to waive any of the conditions to Closing set forth in Article 7.
(d) In the event any Governmental Authority issues any order, writ, injunction or decree that prohibits or restrains a Party from consummating the transactions contemplated hereby, such Party shall, and shall cause each of its Affiliates to, use its reasonable best efforts to have such order, writ, injunction or decree lifted as soon as practicable.
Appears in 2 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement (Halcon Resources Corp)
Regulatory Filings; Consents. (a) As promptly as practicable but in any event no later than five business days after the date Each of this Agreement, the Contributors CenterState and the Recipients Charter and their respective Subsidiaries shall file with the Federal Trade Commission cooperate and the Department of Justice any notifications and other documents required to be filed by such party under the HSR Act with respect to the Transactions. The parties shall consult with each other to respond promptly to any requests for additional information made by either of such agencies and to cause the waiting periods under the HSR Act to terminate or expire at the earliest possible date after the date of filing. MLP will pay all filing fees under the HSR Act, but each party will bear its own costs except EESLP will bear the costs of EES Leasing for the preparation of any such filing.
(b) The Contributors and the Recipients shall in good faith cooperate with each other and use their respective commercially reasonable efforts (i) to promptly prepare and file all necessary documentation, (ii) and to effect all necessary applicationsfilings, notices, petitions and filings and execute all agreements and documents, (iii) use commercially reasonable efforts to obtain the transfer or issuance to the Recipients of all necessary permits, consents, approvals and authorizations of all third parties and Governmental Authorities at the earliest possible date and (iv) use commercially reasonable efforts to obtain all consents, approvals and authorizations of all other parties, in the case of each of clauses (i) through (iv) above as are necessary or advisable to consummate the transactions contemplated by this Agreement at Agreement, the earliest possible date or Regulatory Approvals and all other consents and approvals of a Governmental Authority required by to consummate the Merger in the manner contemplated herein, (ii) to comply with the terms and conditions of such permits, consents, approvals and authorizations, (iii) to resolve any objections that may be asserted by any Governmental Authority with respect to this Agreement or the transactions contemplated herein, and (iv) to cause the transactions contemplated by this Agreement to be consummated as expeditiously as practicable; provided, however, notwithstanding the foregoing or anything to the contrary in this Agreement, nothing contained herein shall be deemed to require CenterState or any of its Subsidiaries or Charter or any of its Subsidiaries to take any action, or commit to take any such action, or agree to any condition or restriction, in connection with obtaining the foregoing permits, consents, approvals and authorizations of any noteGovernmental Authority that would reasonably be likely to have a material and adverse effect (measured on a scale relative to Charter) on the condition (financial or otherwise), bondresults of operations, mortgageliquidity, indentureassets or deposit liabilities, deed properties or business of trustCenterState, licenseCharter, franchisethe Surviving Entity or the Surviving Bank, permitafter giving effect to the Merger (together, concessionthe “Burdensome Conditions”); provided, contractfurther, lease that those actions set forth in CenterState Disclosure Schedule Section 5.06 shall not constitute a “Burdensome Condition” CenterState and Charter will furnish each other and each other’s counsel with all information concerning themselves, their Subsidiaries, directors, trustees, officers and shareholders or stockholders, as applicable, and such other matters as may be necessary or advisable in connection with any application, petition or any other statement or application made by or on behalf of CenterState or Charter to any Governmental Authority in connection with the transactions contemplated by this Agreement. Each Party hereto shall have the right to review and approve in advance all characterizations of the information relating to such Party and any of its Subsidiaries that appear in any filing made in connection with the transactions contemplated by this Agreement with any Governmental Authority, other than material filed in connection therewith under a claim of confidentiality. CenterState shall, as soon as is practicable, but no later than thirty (30) days after the date hereof, make all filings with Governmental Authorities. In addition, CenterState and Charter shall each furnish to the other for review a copy of each such filing made in connection with the transactions contemplated by this Agreement with any Governmental Authority prior to its filing.
(b) Subject to applicable Laws (including those relating to the exchange of information), CenterState and Charter shall keep each other apprised of the status of matters relating to the completion of the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, subject to applicable Laws, the Parties shall (i) promptly furnish each other with copies of notices or other instrument communications received by each Party (or written or oral summaries of communications received orally), from any Governmental Authority with respect to which any the transactions contemplated by this Agreement, and (ii) provide the other Party a reasonable opportunity to review in advance, and accept the reasonable comments of the Contributors other Party in connection with, any proposed communication to, including any filings with or the Recipients is a party or by which other written materials submitted to, any of them is boundGovernmental Authority.
(c) Notwithstanding anything Charter will use its commercially reasonable efforts, and CenterState shall reasonably cooperate with Charter at Charter’s request, to obtain all consents, approvals, authorizations, waivers or similar affirmations described in this Agreement, Charter Disclosure Schedule Section 3.13(c). Each Party will notify the Recipients agree other Party promptly and shall promptly furnish the other Party with copies of notices or other communications received by such Party or any of its Subsidiaries of any communication from any Person alleging that the Contributors’ obligations under consent of such Person (or another Person) is or may be required in connection with the transactions contemplated by this Agreement shall in no way require (and the response thereto from such Party, its Subsidiaries or its representatives). Charter will consult with CenterState and its representatives as often as practicable under the circumstances so as to permit Charter and CenterState and their respective representatives to cooperate to take appropriate measures to obtain such consents and avoid or mitigate any Contributor to accept any condition or requirement of any regulatory approval adverse consequences that is or could reasonably be determined to be adverse to any Contributor or EXHmay result from the foregoing.
Appears in 2 contracts
Samples: Merger Agreement (Charter Financial Corp), Merger Agreement (Charter Financial Corp)
Regulatory Filings; Consents. (a) As promptly as practicable but in any event no later than five business days after the date Each of this Agreement, the Contributors Buyer and the Recipients Company and their respective Subsidiaries shall file with the Federal Trade Commission cooperate and the Department of Justice any notifications and other documents required to be filed by such party under the HSR Act with respect to the Transactions. The parties shall consult with each other to respond promptly to any requests for additional information made by either of such agencies and to cause the waiting periods under the HSR Act to terminate or expire at the earliest possible date after the date of filing. MLP will pay all filing fees under the HSR Act, but each party will bear its own costs except EESLP will bear the costs of EES Leasing for the preparation of any such filing.
(b) The Contributors and the Recipients shall in good faith cooperate with each other and use their respective commercially reasonable efforts (i) promptly to prepare and file all necessary documentationdocumentation (including the Proxy Statement-Prospectus), (ii) to effect all necessary applicationsfilings, notices, petitions and filings and execute all agreements and documents, (iii) use commercially reasonable efforts to obtain the transfer or issuance to the Recipients of all necessary permits, consents, approvals and authorizations of all third parties and Governmental Authorities at the earliest possible date and (iv) use commercially reasonable efforts to obtain all consents, approvals and authorizations of all other parties, in the case of each of clauses (i) through (iv) above as are necessary or advisable to consummate the transactions contemplated by this Agreement at Agreement, including, without limitation, the earliest possible date or Regulatory Approvals and all other consents and approvals of a Governmental Authority required by to consummate the Merger in the manner contemplated herein, (ii) to comply with the terms and conditions of such permits, consents, approvals and authorizations and (iii) to cause the transactions contemplated by this Agreement to be consummated as expeditiously as practicable (including by avoiding or setting aside any preliminary or permanent injunction or other order of any noteUnited States federal or state court of competent jurisdiction or any other Governmental Authority); provided, bondhowever, mortgagethat in no event shall Buyer be required to agree to any prohibition, indenturelimitation, deed of trust, license, franchise, permit, concession, contract, lease or other instrument requirement which would prohibit or materially limit the ownership or operation by Company or any of its Subsidiaries, or by Buyer or any of its Subsidiaries, of all or any material portion of the business or assets of Company or any of its Subsidiaries or Buyer or its Subsidiaries, or compel Buyer or any of its Subsidiaries to which dispose of all or any material portion of the business or assets of Company or any of its Subsidiaries or Buyer or any of its Subsidiaries (together, the “Burdensome Conditions”). Buyer and Company will furnish each other and each other’s counsel with all information concerning themselves, their Subsidiaries, directors, trustees, officers and shareholders and such other matters as may be necessary or advisable in connection with the Proxy Statement-Prospectus and any application, petition or any other statement or application made by or on behalf of Buyer or Company to any Governmental Authority in connection with the transactions contemplated by this Agreement. Each party hereto shall have the right to review and approve in advance all characterizations of the information relating to such party and any of its Subsidiaries that appear in any filing made in connection with the transactions contemplated by this Agreement with any Governmental Authority. In addition, Buyer and Company shall each furnish to the other for review a copy of each such filing made in connection with the transactions contemplated by this Agreement with any Governmental Authority prior to its filing.
(b) Company will notify Buyer promptly and shall promptly furnish Buyer with copies of notices or other communications received by Company or any of its Subsidiaries of (i) any communication from any Person alleging that the consent of such Person (or another Person) is or may be required in connection with the transactions contemplated by this Agreement (and the response thereto from Company, its Subsidiaries or its representatives), (ii) subject to applicable Laws and the instructions of any Governmental Authority, any communication from any Governmental Authority in connection with the transactions contemplated by this Agreement (and the response thereto from Company, its Subsidiaries or its representatives) and (iii) any legal actions threatened or commenced against or otherwise affecting Company or any of its Subsidiaries that are related to the transactions contemplated by this Agreement (and the response thereto from Company, its Subsidiaries or its representatives). With respect to any of the Contributors foregoing, Company will consult with Buyer and its representatives so as to permit Company and Buyer and their respective representatives to cooperate to take appropriate measures to avoid or the Recipients is a party or by which mitigate any adverse consequences that may result from any of them is boundthe foregoing.
(c) Notwithstanding anything in this Agreement, the Recipients agree Buyer will notify Company promptly and shall promptly furnish Company with copies of notices or other communications received by Buyer or any of its Subsidiaries of (i) any communication from any Person alleging that the Contributors’ obligations under consent of such Person (or other Person) is or may be required in connection with the transactions contemplated by this Agreement shall in no way require any Contributor (and the response thereto from Buyer or its representatives), (ii) subject to accept any condition or requirement applicable Laws and the instructions of any regulatory approval Governmental Authority, any communication from any Governmental Authority in connection with the transactions contemplated by this Agreement (and the response thereto from Buyer or its representatives), and (iii) any legal actions threatened or commenced against or otherwise affecting Company or any of its Subsidiaries that is are related to the transactions contemplated by this Agreement (and the response thereto from Company, its Subsidiaries or could reasonably be determined to be adverse to any Contributor or EXHits representatives).
Appears in 2 contracts
Samples: Merger Agreement (Independent Bank Corp), Merger Agreement (Central Bancorp Inc /Ma/)
Regulatory Filings; Consents. (a) As Each of Buyer and Company and their respective Subsidiaries shall cooperate and use their respective commercially reasonable efforts (i) to promptly prepare all documentation (including the Joint Proxy Statement-Prospectus), to effect all filings, to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary to consummate the transactions contemplated by this Agreement, including, without limitation, all Regulatory Approvals and all other consents and approvals of a Governmental Authority required to consummate the Merger and the Holdco Merger, (ii) to comply with the terms and conditions of such permits, consents, approvals and authorizations and (iii) to cause the Merger and Holdco Merger to be consummated as expeditiously as practicable but (including by avoiding or setting aside any preliminary or permanent injunction or other order of any United States federal or state court of competent jurisdiction or any other Governmental Authority); provided, however, that in no event shall Buyer be required to agree to any event no later than five business prohibition, limitation, or other requirement which the board of directors of Buyer reasonably determines in good faith would, individually or in the aggregate, materially reduce the benefits of the Merger to such a degree that Buyer would not have entered into this Agreement had such condition, restriction or requirement been known at the date hereof (together, the “Burdensome Conditions”). Buyer and Company will furnish each other and each other’s counsel with all information concerning themselves, their Subsidiaries, directors, trustees, officers and shareholders and such other matters as may be necessary or advisable in connection with the Joint Proxy Statement-Prospectus and any application, petition, or any other statement or application made by or on behalf of Buyer or Company to any Governmental Authority in connection with the transactions contemplated by this Agreement. Provided that Company has cooperated as required by this Agreement, Xxxxx agrees to use commercially reasonable efforts to file the requisite applications for the Merger and the Holdco Merger with the FRB, the Commissioner and the NHBD within thirty (30) days after the date of this Agreement. Buyer, the Contributors and the Recipients shall after consultation with Company, may file with the Federal Trade Commission FDIC and the Department of Justice Commissioner (and the NHBD, if required), before or after the Effective Time, the requisite applications for the Bank Merger, and notwithstanding any notifications and other documents required provision in this Agreement, Buyer shall not have any obligation cause the Bank Merger to be filed by such consummated as expeditiously as practicable. Each party under shall have the HSR Act right to review and approve in advance all characterizations of the information relating to it and any of its Subsidiaries that appear in any filing made in connection with respect to the Transactions. The parties shall consult with each other to respond promptly to any requests for additional information made by either of such agencies and to cause the waiting periods under the HSR Act to terminate or expire at the earliest possible date after the date of filing. MLP will pay all filing fees under the HSR Act, but each party will bear its own costs except EESLP will bear the costs of EES Leasing for the preparation of any such filing.
(b) The Contributors and the Recipients shall in good faith cooperate with each other and (i) promptly prepare and file all necessary documentation, (ii) effect all necessary applications, notices, petitions and filings and execute all agreements and documents, (iii) use commercially reasonable efforts to obtain the transfer or issuance to the Recipients of all necessary consents, approvals and authorizations of all Governmental Authorities at the earliest possible date and (iv) use commercially reasonable efforts to obtain all consents, approvals and authorizations of all other parties, in the case of each of clauses (i) through (iv) above as are necessary or advisable to consummate the transactions contemplated by this Agreement at with any Governmental Authority and Buyer and Company shall each furnish to the earliest possible date other for review a copy of each such filing made in connection with the transactions contemplated by this Agreement with any Governmental Authority prior to its filing, in each case subject to applicable Laws relating to the exchange of information.
(b) Company will notify Buyer promptly and shall promptly furnish Buyer with copies of notices or other communications or summaries of oral communications received by Company or any of its Subsidiaries of (i) any communication, written or oral, from any Person alleging that the consent of such Person (or another Person) is or may be required in connection with the transactions contemplated by this Agreement (and the terms response thereto from Company, its Subsidiaries or its representatives), (ii) subject to applicable Laws and the instructions of any noteGovernmental Authority, bondany communication, mortgagewritten or oral, indenturefrom any Governmental Authority in connection with the transactions contemplated by this Agreement (and the response thereto from Company, deed its Subsidiaries or its representatives), and (iii) any legal action threatened or commenced against or otherwise affecting Company or any of trustits Subsidiaries that are related to the transactions contemplated by this Agreement (and the response from Company, license, franchise, permit, concession, contract, lease its Subsidiaries or other instrument its representatives). With respect to which any of the Contributors foregoing, Company will consult with Buyer and its representatives so as to permit Company and Buyer and their respective representatives to cooperate to take appropriate measures to avoid or the Recipients is a party or by which mitigate any adverse consequences that may result from any of them is boundthe foregoing.
(c) Notwithstanding anything in this AgreementBuyer will notify Company promptly and shall promptly furnish Company with copies of notices or other communications or summaries of oral communications received by Buyer or any of its Subsidiaries of (i) any communication, the Recipients agree written or oral, from any Person alleging that the Contributors’ obligations under consent of that Person (or other Person) is or may be required in connection with the transactions contemplated by this Agreement shall in no way require any Contributor (and the response from Buyer or its representatives), (ii) subject to accept any condition or requirement applicable Laws and the instructions of any regulatory approval Governmental Authority, any communication, written or oral, from any Governmental Authority in connection with the transactions contemplated by this Agreement (and the response from Buyer or its representatives), and (iii) any legal action threatened or commenced against or otherwise affecting Buyer or any of its Subsidiaries that is are related to the transactions contemplated by this Agreement (and the response from Buyer, its Subsidiaries or could reasonably be determined to be adverse to any Contributor or EXHits representatives).
Appears in 2 contracts
Samples: Merger Agreement (Cambridge Bancorp), Merger Agreement (Eastern Bankshares, Inc.)
Regulatory Filings; Consents. (a) As promptly as practicable but in any event no later than five business days after the date Each of this Agreement, the Contributors FBMS and the Recipients SSNF and their respective Subsidiaries shall file with the Federal Trade Commission cooperate and the Department of Justice any notifications and other documents required to be filed by such party under the HSR Act with respect to the Transactions. The parties shall consult with each other to respond promptly to any requests for additional information made by either of such agencies and to cause the waiting periods under the HSR Act to terminate or expire at the earliest possible date after the date of filing. MLP will pay all filing fees under the HSR Act, but each party will bear its own costs except EESLP will bear the costs of EES Leasing for the preparation of any such filing.
(b) The Contributors and the Recipients shall in good faith cooperate with each other and use their respective reasonable best efforts (i) to promptly prepare all documentation (including the Registration Statement and file all necessary documentationthe Proxy Statement-Prospectus), (ii) and to effect all necessary applicationsfilings, notices, petitions and filings and execute all agreements and documents, (iii) use commercially reasonable efforts to obtain the transfer or issuance to the Recipients of all necessary permits, consents, approvals and authorizations of all third parties and Governmental Authorities at the earliest possible date and (iv) use commercially reasonable efforts to obtain all consents, approvals and authorizations of all other parties, in the case of each of clauses (i) through (iv) above as are necessary or advisable to consummate the transactions contemplated by this Agreement at Agreement, the earliest possible date or Regulatory Approvals and all other consents and approvals of a Governmental Authority required by to consummate the Merger in the manner contemplated herein, (ii) to comply with the terms and conditions of any notesuch permits, bondconsents, mortgageapprovals and authorizations and (iii) to cause the transactions contemplated by this Agreement to be consummated as expeditiously as practicable; provided, indenturehowever, deed of trust, license, franchise, permit, concession, contract, lease notwithstanding the foregoing or other instrument anything to which any of the Contributors or the Recipients is a party or by which any of them is bound.
(c) Notwithstanding anything contrary in this Agreement, nothing contained herein shall be deemed to require FBMS or any of its Subsidiaries or SSNF or any of its Subsidiaries to take any non-standard action, or commit to take any such action, or agree to any non-standard condition or restriction, in connection with obtaining the Recipients agree foregoing permits, consents, approvals and authorizations of any Governmental Authority that would reasonably be likely to have a material and adverse effect (measured on a scale relative to SSNF) on the condition (financial or otherwise), results of operations, liquidity, assets or deposit liabilities, properties or business of FBMS, SSNF, the Surviving Entity or the Surviving Bank, after giving effect to the Merger (“Burdensome Condition”); provided, further, that any capital raise or minimum capital requirement as well as those actions set forth on FBMS Disclosure Schedule 5.06 shall not constitute a “Burdensome Condition.” FBMS and SSNF will furnish each other and each other’s counsel with all information concerning themselves, their Subsidiaries, directors, trustees, officers and shareholders and such other matters as may be necessary or advisable in connection with any application, petition or any other statement or application made by or on behalf of FBMS or SSNF to any Governmental Authority in connection with the transactions contemplated by this Agreement. Each Party shall have the right to review and approve in advance all characterizations of the information relating to such party and any of its Subsidiaries that appear in any filing made in connection with the transactions contemplated by this Agreement with any Governmental Authority. In addition, FBMS and SSNF shall each furnish to the other for review a copy of each such filing made in connection with the transactions contemplated by this Agreement with any Governmental Authority prior to its filing.
(b) SSNF will use its commercially reasonable efforts, and FBMS shall reasonably cooperate with SSNF at SSNF’s request, to obtain all consents, approvals, authorizations, waivers or similar affirmations described on SSNF Disclosure Schedule 3.12(c). Each Party will notify the other Party promptly and shall promptly furnish the other Party with copies of notices or other communications received by such Party or any of its Subsidiaries of any communication from any Person alleging that the Contributors’ obligations under consent of such Person (or another Person) is or may be required in connection with the transactions contemplated by this Agreement shall in no way require (and the response thereto from such Party, its Subsidiaries or its representatives). SSNF will consult with FBMS and its representatives as often as practicable under the circumstances so as to permit SSNF and FBMS and their respective representatives to cooperate to take appropriate measures to obtain such consents and avoid or mitigate any Contributor to accept any condition or requirement of any regulatory approval adverse consequences that is or could reasonably be determined to be adverse to any Contributor or EXHmay result from the foregoing.
Appears in 1 contract
Regulatory Filings; Consents. (a) As promptly Each of Buyer and Company and their respective Subsidiaries shall cooperate and use their commercially reasonable efforts (i) to prepare all documentation (including the Proxy Statement-Prospectus), to effect all filings, to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary to consummate the transactions contemplated by this Agreement, including without limitation, the Regulatory Approvals and all other consents and approvals of a Governmental Authority required to consummate the Merger in the manner contemplated herein, (ii) to comply with the terms and conditions of such permits, consents, approvals and authorizations and (iii) to cause the transactions contemplated by this Agreement to be consummated as expeditiously as practicable; provided, however, that in no event shall Buyer be required to agree to any prohibition, limitation, or other requirement which would materially prohibit or materially limit the ownership or operation by Company or any of its Subsidiaries, or by Buyer or any of its Subsidiaries, of all or any material portion of the business or assets of Company or any of its Subsidiaries or Buyer or its Subsidiaries, or compel Buyer or any of its Subsidiaries to dispose of all or any material portion of the business or assets of Company or any of its Subsidiaries or Buyer or any of its Subsidiaries, continue any portion of any Company Regulatory Agreement against Buyer after the Merger, or otherwise be reasonably likely to have a material and adverse effect on Buyer and its Subsidiaries, taken as a whole and giving effect to the Merger (measured on a scale relative to Company and its Subsidiaries, taken as a whole) (together, the “Burdensome Conditions”). Without limiting the generality of the foregoing, as soon as practicable but and in any no event no later than five business sixty (60) days after the date of this Agreement, Buyer and Company shall, and shall cause their respective Subsidiaries to, each prepare and file any applications, notices and filings required in order to obtain the Contributors and the Recipients shall file with the Federal Trade Commission and the Department of Justice any notifications Regulatory Approvals and other documents Governmental Authority consents and approvals required to be filed by such party under consummate the HSR Act with respect Merger. Subject to the Transactions. The parties shall consult with each other to respond promptly to any requests for additional information made by either of such agencies applicable Laws, (A) Buyer and to cause the waiting periods under the HSR Act to terminate or expire at the earliest possible date after the date of filing. MLP Company will pay all filing fees under the HSR Act, but each party will bear its own costs except EESLP will bear the costs of EES Leasing for the preparation of any such filing.
(b) The Contributors and the Recipients shall in good faith cooperate with furnish each other and (i) promptly prepare each other’s counsel with all information concerning themselves, their Subsidiaries, directors, trustees, officers and file all necessary documentation, (ii) effect all necessary applications, notices, petitions shareholders and filings and execute all agreements and documents, (iii) use commercially reasonable efforts to obtain the transfer or issuance to the Recipients of all necessary consents, approvals and authorizations of all Governmental Authorities at the earliest possible date and (iv) use commercially reasonable efforts to obtain all consents, approvals and authorizations of all such other parties, in the case of each of clauses (i) through (iv) above matters as are may be necessary or advisable in connection with any application, or petition made by or on behalf of Buyer or Company or their respective Subsidiaries to consummate any Governmental Authority in connection with the transactions contemplated by this Agreement at (B) each party hereto shall have the earliest possible date or required right to review and approve in advance all characterizations of the information relating to such party and any of its Subsidiaries that appear in any filing made in connection with the transactions contemplated by this Agreement with any Governmental Authority, (C) Buyer and Company shall each furnish to the terms other for review a copy of each such filing made solely in connection with the transactions contemplated by this Agreement with any Governmental Authority prior to its filing and (D) Buyer and Company will notify the other promptly and shall promptly furnish the other with copies of any notecommunication from any Governmental Authority received by it with respect to the regulatory applications filed solely in connection with the transactions contemplated by this Agreement (and its response thereto); provided, bondthat in no event shall Buyer or Buyer Bank be obligated to provide or otherwise disclose to Company confidential information regarding Buyer, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease Buyer Bank or any affiliates (except any pending merger transaction other instrument to which any of than the Contributors or the Recipients is a party or by which any of them is boundMerger).
(cb) Notwithstanding anything Company will use commercially reasonable efforts, and Buyer shall reasonably cooperate with Company at Company’s request, to obtain all consents, approvals, authorizations, waivers or similar affirmations described on Company Disclosure Schedules 3.12(c) and 3.30(e); provided, that neither Company nor any of its Subsidiaries will be required to make any payment to or grant any concessions to any third party in this Agreementconnection therewith. Each party will, to the Recipients agree extent permitted by applicable Law, notify the other party promptly and shall promptly furnish the other party with copies of notices or other communications received by such party or any of its Subsidiaries of any communication from any Person alleging that the Contributors’ obligations under consent of such Person (or another Person) is or may be required in connection with the transactions contemplated by this Agreement shall in no way require (and the response thereto from such party, its Subsidiaries or its representatives). Company will reasonably consult with Buyer and its representatives so as to permit Company and Buyer and their respective representatives to cooperate to take appropriate measures to obtain such consents and avoid or mitigate any Contributor to accept any condition or requirement of any regulatory approval adverse consequences that is or could reasonably be determined to be adverse to any Contributor or EXHmay result from the foregoing.
Appears in 1 contract
Samples: Merger Agreement (Enterprise Financial Services Corp)
Regulatory Filings; Consents. (a) As promptly The Buyer and, where applicable, the Company and its Subsidiaries shall make or cause to be made all filings required pursuant to the HSR Act and the rules and regulations thereunder and other antitrust Laws of the jurisdictions set forth on Schedule 5.3(a) with respect to the transactions contemplated hereby as soon as reasonably practicable but (and in any event no later than five business days after 15 Business Days from the date hereof, with the exception of this Agreementthe filing to the European Commission, a first draft of which shall be presented to the Contributors European Commission case team no later than 10 Business Days from the date hereof, with the final filing being made as soon as possible thereafter). The Buyer and the Recipients Company each shall file (i) promptly supply the other party with any information which may be required in order to effectuate such filings, (ii) respond as promptly as practicable to any inquiries received from the United States Federal Trade Commission and (FTC), the Antitrust Division of the United States Department of Justice (DOJ), or by any notifications other Governmental Entity, and other documents required (iii) agree not to be filed by such party extend any waiting period under the HSR Act or enter into any agreement with respect any Governmental Entity not to consummate the Transactions. The parties transactions contemplated hereby, except with the prior written consent of the other party (which consent shall consult with each other not to respond promptly to any requests for additional information made by either of such agencies and to cause the waiting periods under the HSR Act to terminate be unreasonably withheld, delayed or expire at the earliest possible date after the date of filing. MLP will pay all filing fees under the HSR Act, but each party will bear its own costs except EESLP will bear the costs of EES Leasing for the preparation of any such filingconditioned).
(b) The Contributors Buyer and the Recipients Company each shall in good faith cooperate with each other and (i) promptly prepare notify the other party of any material communication between that party and file all necessary documentationthe FTC, the DOJ or any other Governmental Entity; (ii) effect all necessary applicationsconsult with the other party, noticesto the extent practicable, petitions in advance of participating in any substantive meeting or discussion with the FTC, the DOJ, or any other Governmental Entity with respect to any filings, investigation or inquiry concerning the transactions contemplated hereby and, to the extent permitted by such Governmental Entity, give the other party the opportunity to attend and filings and execute all agreements and documents, participate thereat; (iii) use commercially subject to applicable Law, discuss with and permit the other party (and its counsel) to review in advance, and consider in good faith the other party’s reasonable efforts to obtain the transfer comments in connection with, any proposed filing or issuance communication to the Recipients of all necessary consentsFTC, approvals and authorizations of all the DOJ, or any other Governmental Authorities at Entity concerning the earliest possible date transactions contemplated hereby or relating to any investigation, inquiry or other proceeding in connection with the transactions contemplated hereby; and (iv) to the extent practicable and subject to applicable Law, furnish the other party with copies of all written correspondence and communications between them and their Affiliates and their respective representatives on the one hand, and any Governmental Entity or members of their respective staffs on the other hand, with respect to the transactions contemplated hereby.
(c) Subject to Section 5.3(d) and upon the terms and conditions set forth herein, each of the parties shall use commercially reasonable best efforts to obtain take, or cause to be taken, all consentsactions and to do, approvals or cause to be done, and authorizations of to assist and cooperate with the other parties in doing, all other partiesthings necessary, in the case of each of clauses (i) through (iv) above as are necessary proper or advisable to make effective as promptly as practicable, but in no event later than the End Date, the transactions contemplated hereby (including, without limitation, the Refinancing), including obtaining HSR clearance and approvals, if any, from the Governmental Entities set forth on Schedule 5.3(a).
(d) In furtherance and not in limitation of the foregoing, the Buyer shall take any and all steps necessary to avoid or eliminate impediments or objections, if any, that may be asserted with respect to the transactions contemplated hereby under any antitrust Law so as to enable the parties hereto to consummate the transactions contemplated hereby as promptly as practicable, including (i) proposing, negotiating, committing to and effecting, by this Agreement at consent decree, hold separate order or otherwise, the earliest possible date or required by the terms sale, divesture, disposition, license of any noteof its assets, bondproperties, mortgagebusinesses, indenturerights, deed of trust, license, franchise, permit, concession, contract, lease or other instrument to which any product lines of the Contributors Buyer or its Subsidiaries (other than the Recipients Company and its Subsidiaries after the Closing), or any interests therein, and (ii) otherwise taking or committing to take actions that after the Closing Date would limit the Buyer’s freedom of action with respect to, or its or their ability to retain, one or more of the assets, properties, businesses, rights, or product lines of the Buyer or its Subsidiaries (other than the Company or its Subsidiaries), in each case as may be required in order to avoid the entry of, or to effect the dissolution of, any decree, order or judgment (whether temporary, preliminary or permanent) that would restrain, prevent, or delay the Closing. In addition, the Buyer shall use its best efforts to defend through litigation on the merits any claim asserted in court by any party in order to avoid entry of, or to have vacated or terminated, any decree, order or judgment (whether temporary, preliminary or permanent) that would restrain, prevent, or delay the Closing. Notwithstanding the foregoing, without the prior written consent of the Company, the Buyer shall not (i) propose, negotiate, or commit to effect, the sale, divesture, disposition, or license of any assets, properties, businesses, rights, or product lines of the Company or its Subsidiaries, or any interests therein, (ii) otherwise take or commit to take actions that after the Closing Date would limit the Company’s or its Subsidiaries’ freedom of action with respect to, or its or their ability to retain, one or more of the assets, properties, businesses, rights, or product lines of the Company or its Subsidiaries or (iii) take any action that it is a party aware or by which should reasonably be aware (including consummating, or entering into any agreement or arrangement to consummate, any transaction) would have the effect of them is bounddelaying, impairing or impeding the timely satisfaction of the conditions to Closing.
(ce) The Buyer shall be solely responsible for and pay all fees payable in connection with any filings made under antitrust Laws in connection with the transactions contemplated hereby. Notwithstanding anything contained in this AgreementAgreement to the contrary, the Recipients agree that Buyer has the Contributors’ obligations sole right to control and direct all strategy in connection with the review of the transactions contemplated hereby by any Governmental Entity, or any proceeding by, or negotiations with, any Governmental Entity or other person relating to the approval of the transactions contemplated hereby under this Agreement applicable Laws and shall take the lead in no way require all meetings, discussions and communications with any Contributor Governmental Entity relating thereto.
(f) The Company shall file all notices to accept DDTC regarding its ITAR registration in compliance with 22 C.F.R. § 112.4(b). The Buyer shall cooperate with the Company in preparing all notices to DDTC. The Company shall keep Buyer informed of all filings and notifications to DDTC. The Company shall use its reasonable best efforts to resolve any condition or requirement of any regulatory approval that is or could reasonably be determined request in connection with the Company’s filings and notifications to be adverse to any Contributor or EXHDDTC.
Appears in 1 contract
Regulatory Filings; Consents. JVP and the Parent Parties shall each use, and shall cause their respective Affiliates to use, all commercially reasonable efforts to obtain all necessary consents, waivers, authorizations and approvals and to give all notices to and make all filings with, all Governmental Authorities and other Persons that may be or become necessary for its execution and delivery of, and the performance of its obligations under this Agreement and the Transaction Documents to which it is a party and will cooperate fully with the other Party in promptly seeking to obtain all such authorizations, consents, orders, and approvals, giving such notices, and making such filings, including any filings required under the HSR Act, with respect to the transactions contemplated by this Agreement, provided that, except as specifically provided in this Section 6.3, such assistance shall not be deemed to require an expenditure of money by JVP with respect to consent or approval required to be obtained by Parent Parties or their Affiliates. To the extent required by the HSR Act, JVP and the Parent Parties shall each (ai) As file or cause to be filed, as promptly as practicable but in any no event no later than five business days the tenth (10th) Business Day after the date execution and delivery of this Agreement, the Contributors and the Recipients shall file with the Federal Trade Commission and the United States Department of Justice any notifications Justice, all reports and other documents required to be filed by any such party Party under the HSR Act concerning the transactions contemplated hereby and (ii) promptly comply with respect or cause to the Transactions. The parties shall consult be complied with each other to respond promptly to any requests by the Federal Trade Commission or the United States Department of Justice for additional information made by either of concerning such agencies and to cause transactions, in each case so that the waiting periods period applicable to this Agreement and the transactions contemplated hereby under the HSR Act to terminate or shall expire at the earliest possible date as soon as practicable after the date execution and delivery of filingthis Agreement. MLP will pay all filing fees JVP and the Parent Parties each agree to request, and to cooperate with the other Parties in requesting, early termination of any applicable waiting period under the HSR Act, but each party will bear its own costs except EESLP will bear the . The costs of EES Leasing for any filing fees required in connection with any HSR filing shall be borne equally between JVP, on the preparation of any such filing.
(b) The Contributors one hand, and the Recipients shall in good faith cooperate with each Parent Parties, on the other and (i) promptly prepare and file all necessary documentationhand. In the event any Governmental Authority issues any order, (ii) effect all necessary applicationswrit, notices, petitions and filings and execute all agreements and documents, (iii) use commercially reasonable efforts to obtain the transfer injunction or issuance to the Recipients of all necessary consents, approvals and authorizations of all Governmental Authorities at the earliest possible date and (iv) use commercially reasonable efforts to obtain all consents, approvals and authorizations of all other parties, in the case of each of clauses (i) through (iv) above as are necessary decree that prohibits or advisable to consummate restrains a Party from consummating the transactions contemplated by hereby, such Party shall, and shall cause each of its Affiliates to, use its reasonable best efforts to have such order, writ, injunction or decree lifted as soon as practicable. Notwithstanding the foregoing or any other provision of this Agreement, nothing in this Agreement at shall require JVP, HS, Parent or any of their respective Affiliates to enter into or offer to enter into any divestiture, hold-separate, business limitation or similar agreement or undertaking whether prior to or after the earliest possible date Closing Date, or required by the terms of any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease to commit or other instrument agree to which any of the Contributors foregoing, to obtain any consents, approvals, permits or the Recipients is a party or by which any of them is boundauthorizations.
(c) Notwithstanding anything in this Agreement, the Recipients agree that the Contributors’ obligations under this Agreement shall in no way require any Contributor to accept any condition or requirement of any regulatory approval that is or could reasonably be determined to be adverse to any Contributor or EXH.
Appears in 1 contract
Samples: Formation and Contribution Agreement (Petrohawk Energy Corp)
Regulatory Filings; Consents. (a) As promptly as practicable but in any event no later than five business days after the date Each of this Agreement, the Contributors FBMS and the Recipients SSNF and their respective Subsidiaries shall file with the Federal Trade Commission cooperate and the Department of Justice any notifications and other documents required to be filed by such party under the HSR Act with respect to the Transactions. The parties shall consult with each other to respond promptly to any requests for additional information made by either of such agencies and to cause the waiting periods under the HSR Act to terminate or expire at the earliest possible date after the date of filing. MLP will pay all filing fees under the HSR Act, but each party will bear its own costs except EESLP will bear the costs of EES Leasing for the preparation of any such filing.
(b) The Contributors and the Recipients shall in good faith cooperate with each other and use their respective reasonable best efforts (i) to promptly prepare all documentation (including the Registration Statement and file all necessary documentationthe Proxy Statement-Prospectus), (ii) and to effect all necessary applicationsfilings, notices, petitions and filings and execute all agreements and documents, (iii) use commercially reasonable efforts to obtain the transfer or issuance to the Recipients of all necessary permits, consents, approvals and authorizations of all third parties and Governmental Authorities at the earliest possible date and (iv) use commercially reasonable efforts to obtain all consents, approvals and authorizations of all other parties, in the case of each of clauses (i) through (iv) above as are necessary or advisable to consummate the transactions contemplated by this Agreement at Agreement, the earliest possible date or Regulatory Approvals and all other consents and approvals of a Governmental Authority required by to consummate the Merger in the manner contemplated herein, (ii) to comply with the terms and conditions of any notesuch permits, bondconsents, mortgageapprovals and authorizations and (iii) to cause the transactions contemplated by this Agreement to be consummated as expeditiously as practicable; provided, indenturehowever, deed of trust, license, franchise, permit, concession, contract, lease notwithstanding the foregoing or other instrument anything to which any of the Contributors or the Recipients is a party or by which any of them is bound.
(c) Notwithstanding anything contrary in this Agreement, nothing contained herein shall be deemed to require FBMS or any of its Subsidiaries or SSNF or any of its Subsidiaries to take any non-standard action, or commit to take any such action, or agree to any non-standard condition or restriction, in connection with obtaining the Recipients agree foregoing permits, consents, approvals and authorizations of any Governmental Authority that would reasonably be likely to have a material and adverse effect (measured on a scale relative to SSNF) on the condition (financial or otherwise), results of operations, liquidity, assets or deposit liabilities, properties or business of FBMS, SSNF, the Surviving Entity or the Surviving Bank, after giving effect to the Merger ("Burdensome Condition"); provided, further, that any capital raise or minimum capital requirement as well as those actions set forth on FBMS Disclosure Schedule 5.06 shall not constitute a "Burdensome Condition." FBMS and SSNF will furnish each other and each other's counsel with all information concerning themselves, their Subsidiaries, directors, trustees, officers and shareholders and such other matters as may be necessary or advisable in connection with any application, petition or any other statement or application made by or on behalf of FBMS or SSNF to any Governmental Authority in connection with the transactions contemplated by this Agreement. Each Party shall have the right to review and approve in advance all characterizations of the information relating to such party and any of its Subsidiaries that appear in any filing made in connection with the transactions contemplated by this Agreement with any Governmental Authority. In addition, FBMS and SSNF shall each furnish to the other for review a copy of each such filing made in connection with the transactions contemplated by this Agreement with any Governmental Authority prior to its filing.
(b) SSNF will use its commercially reasonable efforts, and FBMS shall reasonably cooperate with SSNF at SSNF's request, to obtain all consents, approvals, authorizations, waivers or similar affirmations described on SSNF Disclosure Schedule 3.12(c). Each Party will notify the other Party promptly and shall promptly furnish the other Party with copies of notices or other communications received by such Party or any of its Subsidiaries of any communication from any Person alleging that the Contributors’ obligations under consent of such Person (or another Person) is or may be required in connection with the transactions contemplated by this Agreement shall in no way require (and the response thereto from such Party, its Subsidiaries or its representatives). SSNF will consult with FBMS and its representatives as often as practicable under the circumstances so as to permit SSNF and FBMS and their respective representatives to cooperate to take appropriate measures to obtain such consents and avoid or mitigate any Contributor to accept any condition or requirement of any regulatory approval adverse consequences that is or could reasonably be determined to be adverse to any Contributor or EXHmay result from the foregoing.
Appears in 1 contract
Regulatory Filings; Consents. (a) As promptly as practicable but in any event no later than five business days after the date Each of this Agreement, the Contributors Buyer and the Recipients Company and their respective Subsidiaries shall file with the Federal Trade Commission cooperate and the Department of Justice any notifications and other documents required to be filed by such party under the HSR Act with respect to the Transactions. The parties shall consult with each other to respond promptly to any requests for additional information made by either of such agencies and to cause the waiting periods under the HSR Act to terminate or expire at the earliest possible date after the date of filing. MLP will pay all filing fees under the HSR Act, but each party will bear its own costs except EESLP will bear the costs of EES Leasing for the preparation of any such filing.
(b) The Contributors and the Recipients shall in good faith cooperate with each other and use their respective commercially reasonable efforts (i) promptly to prepare and file all necessary documentationdocumentation (including the Proxy Statement-Prospectus), (ii) to effect all necessary applicationsfilings, notices, petitions and filings and execute all agreements and documents, (iii) use commercially reasonable efforts to obtain the transfer or issuance to the Recipients of all necessary permits, consents, approvals and authorizations of all third parties and Governmental Authorities at the earliest possible date and (iv) use commercially reasonable efforts to obtain all consents, approvals and authorizations of all other parties, in the case of each of clauses (i) through (iv) above as are necessary or advisable to consummate the transactions contemplated by this Agreement at Agreement, the earliest possible date or Regulatory Approvals and all other consents and approvals of a Governmental Authority required by to consummate the Merger in the manner contemplated herein, including, without limitation, the final consent of the FDIC to the assignment, assumption and transfer of all purchase and assumption and related loss-share agreements, that have not been terminated, between Company Bank and the FDIC, as receiver and acting in its corporate capacity (collectively, the “FDIC Agreements”), to Buyer and Buyer Bank, (ii) to comply with the terms and conditions of such permits, consents, approvals and authorizations and (iii) to cause the transactions contemplated by this Agreement to be consummated as expeditiously as practicable; provided, however, that in no event shall Buyer be required to agree to any prohibition, limitation, or other requirement which would prohibit or materially limit the ownership or operation by Company or any of its Subsidiaries, or by Buyer or any of its Subsidiaries, of all or any material portion of the business or assets of Company or any of its Subsidiaries or Buyer or its Subsidiaries, or compel Buyer or any of its Subsidiaries to dispose of all or any material portion of the business or assets of Company or any of its Subsidiaries or Buyer or any of its Subsidiaries or continue any portion of any noteCompany Regulatory Agreement against Buyer after the Merger except as set forth on Company Disclosure Schedule 5.06(a) (together, bondthe “Burdensome Conditions”). Buyer and Company will furnish each other and each other’s counsel with all information concerning themselves, mortgagetheir Subsidiaries, indenturedirectors, deed trustees, officers and stockholders and such other matters as may be necessary or advisable in connection with any application, petition or any other statement or application made by or on behalf of trust, license, franchise, permit, concession, contract, lease Buyer or other instrument Company to which any Governmental Authority in connection with the transactions contemplated by this Agreement. Each party hereto shall have the right to review and approve in advance all characterizations of the information relating to such party and any of its Subsidiaries that appear in any filing made in connection with the Contributors or transactions contemplated by this Agreement with any Governmental Authority. In addition, Buyer and Company shall each furnish to the Recipients is other for review a party or copy of each such filing made in connection with the transactions contemplated by which this Agreement with any of them is boundGovernmental Authority prior to its filing.
(cb) Notwithstanding anything in this AgreementCompany will use its commercially reasonable efforts, and Buyer shall reasonably cooperate with Company at Company’s request, to obtain all consents, approvals, authorizations, waivers or similar affirmations described on Company Disclosure Schedule 3.13(c). Each party will notify the Recipients agree other party promptly and shall promptly furnish the other party with copies of notices or other communications received by such party or any of its Subsidiaries of any communication from any Person alleging that the Contributors’ obligations under consent of such Person (or another Person) is or may be required in connection with the transactions contemplated by this Agreement shall in no way require (and the response thereto from such party, its Subsidiaries or its representatives). Company will consult with Buyer and its representatives as often as practicable under the circumstances so as to permit Company and Buyer and their respective representatives to cooperate to take appropriate measures to obtain such consents and avoid or mitigate any Contributor to accept any condition or requirement of any regulatory approval adverse consequences that is or could reasonably be determined to be adverse to any Contributor or EXHmay result from the foregoing.
Appears in 1 contract
Regulatory Filings; Consents. (a) As promptly Subject to the terms and conditions of this Agreement, the parties agree to use Reasonable Efforts to (i) make all necessary and appropriate filings with all applicable Governmental Entities and obtain required approvals and clearances with respect thereto, and (ii) obtain all material consents, waivers, approvals, authorizations and orders of any Person required in connection with the authorization, execution and delivery of this Agreement and the consummation of the Contemplated Transactions.
(b) Without limiting the generality of Section 5.6(a), the Seller and the Purchaser agree to (i) as soon as practicable but in any event no later than five business days after following the date of this Agreement, but in no event later than the Contributors tenth (10th) Business Day following the date of execution and delivery of this Agreement (except as otherwise agreed by the Recipients shall parties), file or cause to be filed, any notification and report forms and related material required to be filed with the United States Federal Trade Commission and the Antitrust Division of the United States Department of Justice any notifications and other documents required to be filed by such party under the HSR Act in connection with the Contemplated Transactions, and (ii) make, or cause to be made, using Reasonable Efforts, any further filings or information submissions that may be requested, necessary, proper or advisable pursuant to the HSR Act in connection with the Contemplated Transactions, in each case, in a form reasonably acceptable to the Purchaser and Seller. In addition, each party agrees to file or cause to be filed with the applicable Governmental Entity, as soon as reasonably practicable following the date of this Agreement, any filings or similar information submissions required or advisable under any other applicable Laws, Orders, or administrative or judicial doctrines that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade, significantly impeding effective competition, substantially lessening competition, or constituting anticompetitive conduct (collectively, together with the HSR Act, the “Antitrust Laws”) in connection with the Contemplated Transactions, in a form reasonably acceptable to the Purchaser and Seller. Each party will promptly notify the other party of any material communication it or any of its Affiliates receives from any Governmental Entity relating to the Contemplated Transactions, and will permit the other party to review in advance, if possible, any proposed material communication by such party to any Governmental Entity. Neither party will agree to participate in any meeting with any Governmental Entity in respect of any filings, investigation or other inquiry unless it consults with the other party in advance and, to the extent permitted by such Governmental Entity, gives the other party and/or its outside counsel the opportunity to attend and participate at such meeting. The parties will coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other party may reasonably request in connection with the foregoing. Each party will provide to counsel for the other party copies of all material correspondence or material communications between them or any of their Representatives, on the one hand, and any Governmental Entity or members of its staff, on the other hand, with respect to this Agreement and the Contemplated Transactions. The parties ; provided that any disclosure of information shall consult be done in a manner consistent with each applicable Law, distribution of these materials may be limited to outside counsel only, upon reasonable request of the providing party, and no party shall be obligated to provide to the other to respond promptly to party any requests for additional information made by either portion of such agencies and to cause the waiting periods its filing under the HSR Act not customarily furnished to terminate the other party in connection with the HSR Act. Notwithstanding any other provision of this Agreement, the Seller agrees that the Purchaser shall control and lead all communications and strategy relating to any dealings or expire at interactions with, or any inquiry, investigation, proceeding or action by any Governmental Entity concerning the earliest possible date after Contemplated Transactions, provided that the date Purchaser shall cooperate and consult in good faith with the Seller.
(c) Notwithstanding any other provision in this Section 5.6 or elsewhere in this Agreement, the Purchaser shall pay the first $45,000 of filing. MLP will pay the aggregate amount of all filing fees under the HSR ActAct and any other Antitrust Laws of jurisdictions outside of the United States of America in connection with the filings described above, but and shall share equally with the Seller the cost of any such fees in excess of such amount.
(d) Subject to the provisions of this Section 5.6, each party will bear use its own costs except EESLP will bear the costs of EES Leasing for the preparation of Reasonable Efforts to resolve such objections, if any, as maybe a asserted by any such filing.
(b) The Contributors and the Recipients shall in good faith cooperate Governmental Entity or private plaintiff with each other and (i) promptly prepare and file all necessary documentation, (ii) effect all necessary applications, notices, petitions and filings and execute all agreements and documents, (iii) use commercially reasonable efforts to obtain the transfer or issuance respect to the Recipients Contemplated Transactions under the HSR Act and any other Antitrust Laws. In the event that the parties do not receive clearance of all necessary consentsthe Contemplated Transactions within thirty (30) days after the filing of the documents submitted pursuant to Section 5.6(b), approvals the parties shall, for a period of at least ninety (90) days following the initial filing, continue to work collectively to resolve the objections, if any, as may be asserted by any Governmental Entity or private plaintiff with respect to the Contemplated Transactions under the HSR Act and authorizations any other Antitrust Laws. Notwithstanding any other provision of all Governmental Authorities at this Agreement, neither the earliest possible date and (iv) use commercially reasonable efforts Purchaser nor any of its Affiliates shall have any obligation to obtain all consentspropose, approvals and authorizations of all other partiesconsent to, in the case of each of clauses (i) through (iv) above as are necessary undertake, or advisable agree to consummate the transactions contemplated by this Agreement at the earliest possible date or required by the terms of any notesale, bonddivestiture, mortgage, indenture, deed of trustlease, license, franchisetransfer, permitdisposition, concessionencumbrance, contractrestriction, lease impairment, limitation of freedom of operation or hold separate of any assets, licenses, properties, operations, rights, product lines, businesses, or interests of the Purchaser, its Affiliates, the Business, the Acquired Assets, or the Acquired Companies. From the date hereof until the date of the final Closing (the “Final Closing Date”), neither the Seller nor the Purchaser will enter into any agreement or commitment with, or propose any agreement or commitment to, any Governmental Entity with respect to matters arising under the HSR Act or other instrument Antitrust Laws or otherwise relating to which any the Contemplated Transactions without the written consent of the Contributors or the Recipients is a party or by which any of them is boundother party.
(c) Notwithstanding anything in this Agreement, the Recipients agree that the Contributors’ obligations under this Agreement shall in no way require any Contributor to accept any condition or requirement of any regulatory approval that is or could reasonably be determined to be adverse to any Contributor or EXH.
Appears in 1 contract
Regulatory Filings; Consents. (a) As promptly Each of Parent and Company and their respective Subsidiaries shall cooperate and use their Commercially Reasonable Efforts (i) to prepare all documentation (including the Registration Statement and Proxy Statement-Prospectus), to make all filings with, to send all notices to, and to obtain all Permits, consents, approvals and authorizations of, all third parties and Governmental Authorities necessary to consummate the transactions contemplated by this Agreement, including without limitation, the Closing Regulatory Approvals and the consents, approvals and notices under the Contracts set forth on Section 3.05(c), (ii) to comply with the terms and conditions of such permits, consents, approvals and authorizations and (iii) to cause the transactions contemplated by this Agreement to be consummated as expeditiously as practicable; provided, however, that in no event shall Parent be required to agree to any prohibition, limitation, or other requirement which would (A) materially prohibit or materially limit the ownership or operation by Parent or any Parent Subsidiary (including Company and any Company Subsidiary after Closing) of all or any material portion of its business or assets, (B) compel Parent or any Parent Subsidiary (including Company and any Company Subsidiary after Closing) to dispose of all or any material portion of its business or assets, (C) cause any portion of any Company Regulatory Agreement to be enforceable against Parent or Parent Bank after the Merger, or (D) be reasonably expected to have a Material Adverse Effect on the Surviving Entity, taken as a whole (together, the "Burdensome Conditions"). Without limiting the generality of the foregoing, as soon as practicable but and in any no event no later than five business sixty (60) days after the date of this Agreement, the Contributors Parent and the Recipients Company shall, and shall file with the Federal Trade Commission and the Department of Justice any notifications and other documents required to be filed by such party under the HSR Act with respect to the Transactions. The parties shall consult with cause their respective Subsidiaries to, each other to respond promptly to any requests for additional information made by either of such agencies and to cause the waiting periods under the HSR Act to terminate or expire at the earliest possible date after the date of filing. MLP will pay all filing fees under the HSR Act, but each party will bear its own costs except EESLP will bear the costs of EES Leasing for the preparation of any such filing.
(b) The Contributors and the Recipients shall in good faith cooperate with each other and (i) promptly prepare and file all necessary documentation, (ii) effect all necessary any applications, notices, petitions notices and filings and execute all agreements and documents, (iii) use commercially reasonable efforts required in order to obtain the transfer or issuance to the Recipients of all necessary Closing Regulatory Approvals and any other Permits, consents, approvals and authorizations of any Governmental Authority necessary to consummate the transactions contemplated hereby (including the Merger and the Bank Merger). Subject to applicable Law, (w) Parent and Company will furnish each other and each other's counsel with all Governmental Authorities at information concerning themselves, their Subsidiaries, directors, trustees, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with obtaining any Regulatory Approval, (x) each party hereto shall have the earliest possible date right to review and approve in advance all characterizations of the information relating to such party and any of its Subsidiaries that appear in any filing made in connection with obtaining any Regulatory Approval, (y) Parent and Company shall each furnish to the other for review a copy of each such filing made in connection with obtaining any Regulatory Approval prior to its filing and (ivz) Parent and Company will notify the other promptly and shall promptly furnish the other with copies of any communication from any Governmental Authority received by it with respect to the effort to obtain and receipt of Regulatory Approvals (and its response thereto); provided, that in no event shall Parent, Parent Bank, Company or Company Bank be obligated to provide or otherwise disclose to the other confidential supervisory information regarding themselves, or any of their respective Subsidiaries or Affiliates.
(b) Company will use commercially reasonable efforts Commercially Reasonable Efforts, and Parent shall reasonably cooperate with Company at Company's request, to obtain all consents, approvals approvals, authorizations, waivers or similar affirmations with respect to any Contracts set forth on Section 3.05(c) of the Company Disclosure Schedule and authorizations all Leases set forth on Section 3.30(e) of all the Company Disclosure Schedule; provided, that, except as otherwise contemplated by this Agreement, neither Company nor any Company Subsidiary will be required to make any payment to or grant any concessions to any third party in connection therewith. Each party will, to the extent permitted by applicable Law, notify the other parties, party promptly and promptly furnish the other party with copies of notices or other communications received by such party or any of its Subsidiaries from any Person alleging that the consent of such Person (or another Person) is or may be required in the case of each of clauses (i) through (iv) above as are necessary or advisable to consummate connection with the transactions contemplated by this Agreement at (and the earliest possible date response thereto from such party, its Subsidiaries or required by the terms of any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or its representatives). Company and Parent will reasonably consult with each other instrument and their respective representatives so as to which any of the Contributors or the Recipients is a party or by which any of them is bound.
(c) Notwithstanding anything in this Agreement, the Recipients agree that the Contributors’ obligations under this Agreement shall in no way require any Contributor to accept any condition or requirement of any regulatory approval that is or could reasonably be determined permit Company and Parent and their respective representatives to be knowledgeable regarding the status of such effort, cooperate to take appropriate measures to obtain such consents and avoid or mitigate any adverse to any Contributor or EXHconsequences that may result from the foregoing.
Appears in 1 contract
Regulatory Filings; Consents. (a) As promptly as practicable but in any event no later than five business days after Each of Buyer and Company and their respective Subsidiaries shall cooperate and use their respective commercially reasonable efforts (i) to prepare all documentation (including the date Proxy Statement-Prospectus), to effect all filings, to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary to consummate the transactions contemplated by this Agreement, including, without limitation, the Contributors Regulatory Approvals and all other consents and approvals of a Governmental Authority required to consummate the Recipients shall file Merger in the manner contemplated herein, (ii) to comply with the Federal Trade Commission terms and the Department of Justice any notifications and other documents required to be filed by such party under the HSR Act with respect to the Transactions. The parties shall consult with each other to respond promptly to any requests for additional information made by either conditions of such agencies permits, consents, approvals and authorizations and (iii) to cause the waiting periods under transactions contemplated by this Agreement to be consummated as expeditiously as practicable; provided, however, that in no event shall Buyer be required to agree to any prohibition, limitation, or other requirement which would prohibit or materially limit the HSR Act ownership or operation by Company or any of its Subsidiaries, or by Buyer or any of its Subsidiaries, of all or any material portion of the business or assets of Company or any of its Subsidiaries or Buyer or its Subsidiaries, or compel Buyer or any of its Subsidiaries to terminate dispose of all or expire at any material portion of the earliest possible date business or assets of Company or any of its Subsidiaries or Buyer or any of its Subsidiaries or continue any portion of any Company Regulatory Agreement against Buyer after the date Merger (together, the “Burdensome Conditions”). Buyer and Company will furnish each other and each other’s counsel with all information concerning themselves, their Subsidiaries, directors, trustees, officers and shareholders and such other matters as may be necessary or advisable in connection with the Proxy Statement-Prospectus and any application, petition or any other statement or application made by or on behalf of filingBuyer or Company to any Governmental Authority in connection with the transactions contemplated by this Agreement. MLP will pay Each party hereto shall have the right to review and approve in advance all characterizations of the information relating to such party and any of its Subsidiaries that appear in any filing fees under made in connection with the HSR Acttransactions contemplated by this Agreement with any Governmental Authority. In addition, but Buyer and Company shall each party will bear furnish to the other for review a copy of each such filing made in connection with the transactions contemplated by this Agreement with any Governmental Authority prior to its own costs except EESLP will bear the costs of EES Leasing for the preparation of any such filing.
(b) The Contributors Company will use its commercially reasonable efforts, and the Recipients Buyer shall in good faith reasonably cooperate with each other and (i) promptly prepare and file all necessary documentation, (ii) effect all necessary applications, notices, petitions and filings and execute all agreements and documents, (iii) use commercially reasonable efforts to obtain the transfer or issuance to the Recipients of all necessary consents, approvals and authorizations of all Governmental Authorities Company at the earliest possible date and (iv) use commercially reasonable efforts Company’s request, to obtain all consents, approvals approvals, authorizations, waivers or similar affirmations described on Disclosure Schedule Section 3.13(c). Each party will notify the other party promptly and authorizations shall promptly furnish the other party with copies of all notices or other parties, in the case communications received by such party or any of each its Subsidiaries of clauses (i) through any communication from any Person alleging that the consent of such Person (ivor another Person) above as are necessary is or advisable to consummate may be required in connection with the transactions contemplated by this Agreement at (and the earliest possible date response thereto from such party, its Subsidiaries or required by its representatives), (ii) subject to applicable Laws and the terms instructions of any noteGovernmental Authority, bondany communication from any Governmental Authority in connection with the transactions contemplated by this Agreement (and the response thereto from such party, mortgageits Subsidiaries or its representatives) and (iii) any legal actions threatened or commenced against or otherwise affecting such party or any of its Subsidiaries that are related to the merger transactions contemplated by this Agreement (and the response thereto from such party, indenture, deed of trust, license, franchise, permit, concession, contract, lease its Subsidiaries or other instrument its representatives). With respect to which any of the Contributors foregoing, Company will consult with Buyer and its representatives as often as practicable under the circumstances so as to permit Company and Buyer and their respective representatives to cooperate to take appropriate measures to avoid or the Recipients is a party or by which mitigate any adverse consequences that may result from any of them is boundthe foregoing.
(c) Notwithstanding anything in this Agreement, the Recipients agree that the Contributors’ obligations under this Agreement shall in no way require any Contributor to accept any condition or requirement of any regulatory approval that is or could reasonably be determined to be adverse to any Contributor or EXH.
Appears in 1 contract
Regulatory Filings; Consents. (a) As promptly as practicable but in any event no later than five business days after the date Each of this Agreement, the Contributors CBAN and the Recipients SCSG and their respective Subsidiaries shall file with the Federal Trade Commission cooperate and the Department of Justice any notifications and other documents required to be filed by such party under the HSR Act with respect to the Transactions. The parties shall consult with each other to respond promptly to any requests for additional information made by either of such agencies and to cause the waiting periods under the HSR Act to terminate or expire at the earliest possible date after the date of filing. MLP will pay all filing fees under the HSR Act, but each party will bear its own costs except EESLP will bear the costs of EES Leasing for the preparation of any such filing.
(b) The Contributors and the Recipients shall in good faith cooperate with each other and use their respective reasonable best efforts (i) to promptly prepare all documentation (including the Registration Statement and file all necessary documentationthe Proxy Statement-Prospectus), (ii) and to effect all necessary applicationsfilings, notices, petitions and filings and execute all agreements and documents, (iii) use commercially reasonable efforts to obtain the transfer or issuance to the Recipients of all necessary permits, consents, approvals and authorizations of all third parties and Governmental Authorities at the earliest possible date and (iv) use commercially reasonable efforts to obtain all consents, approvals and authorizations of all other parties, in the case of each of clauses (i) through (iv) above as are necessary or advisable to consummate the transactions contemplated by this Agreement at Agreement, the earliest possible date or Regulatory Approvals and all other consents and approvals of a Governmental Authority required by to consummate the Merger in the manner contemplated herein, (ii) to comply with the terms and conditions of any notesuch permits, bondconsents, mortgageapprovals and authorizations and (iii) to cause the transactions contemplated by this Agreement to be consummated as expeditiously as practicable; provided, indenturehowever, deed of trust, license, franchise, permit, concession, contract, lease notwithstanding the foregoing or other instrument anything to which any of the Contributors or the Recipients is a party or by which any of them is bound.
(c) Notwithstanding anything contrary in this Agreement, nothing contained herein shall be deemed to require CBAN or any of its Subsidiaries or SCSG or any of its Subsidiaries to take any non-standard action, or commit to take any such action, or agree to any non-standard condition or restriction, in connection with obtaining the Recipients agree foregoing permits, consents, approvals and authorizations of any Governmental Authority that would reasonably be likely to have a material and adverse effect (measured on a scale relative to SCSG) on the Contributors’ obligations under condition (financial or otherwise), results of operations, liquidity, assets or deposit liabilities, properties or business of CBAN, SCSG, the Surviving Entity or the Surviving Bank, after giving effect to the Merger (“Burdensome Condition”). CBAN and SCSG will furnish each other and each other’s counsel with all information concerning themselves, their Subsidiaries, directors, trustees, officers and shareholders and such other matters as may be necessary or advisable in connection with any application, petition or any other statement or application made by or on behalf of CBAN or SCSG to any Governmental Authority in connection with the transactions contemplated by this Agreement. Each Party shall have the right to review and approve in advance all characterizations of the information relating to such party and any of its Subsidiaries that appear in any filing made in connection with the transactions contemplated by this Agreement with any Governmental Authority. In addition, CBAN and SCSG shall each furnish to the other for review a copy of each such filing made in no way require connection with the transactions contemplated by this Agreement with any Contributor Governmental Authority prior to accept any condition or requirement of any regulatory approval that is or could reasonably be determined to be adverse to any Contributor or EXHits filing.
Appears in 1 contract
Regulatory Filings; Consents. (a) As promptly as practicable but in any event no later than five business days after the date Each of this Agreement, the Contributors Buyer and the Recipients Company and their respective Subsidiaries shall file with the Federal Trade Commission cooperate and the Department of Justice any notifications and other documents required to be filed by such party under the HSR Act with respect to the Transactions. The parties shall consult with each other to respond promptly to any requests for additional information made by either of such agencies and to cause the waiting periods under the HSR Act to terminate or expire at the earliest possible date after the date of filing. MLP will pay all filing fees under the HSR Act, but each party will bear its own costs except EESLP will bear the costs of EES Leasing for the preparation of any such filing.
(b) The Contributors and the Recipients shall in good faith cooperate with each other and use their respective commercially reasonable efforts (i) promptly to prepare and file all necessary documentationdocumentation (including the Proxy Statement-Prospectus), (ii) to effect all necessary applicationsfilings, notices, petitions and filings and execute all agreements and documents, (iii) use commercially reasonable efforts to obtain the transfer or issuance to the Recipients of all necessary permits, consents, approvals and authorizations of all third parties and Governmental Authorities at the earliest possible date and (iv) use commercially reasonable efforts to obtain all consents, approvals and authorizations of all other parties, in the case of each of clauses (i) through (iv) above as are necessary or advisable to consummate the transactions contemplated by this Agreement at Agreement, including, without limitation, all Regulatory Approvals and all other consents and approvals of a Governmental Authority required to consummate the earliest possible date or required by Merger, (ii) to comply with the terms and conditions of such permits, consents, approvals and authorizations and (iii) to cause the transactions contemplated by this Agreement to be consummated as expeditiously as practicable (including by avoiding or setting aside any preliminary or permanent injunction or other order of any noteUnited States federal or state court of competent jurisdiction or any other Governmental Authority); provided, bondhowever, mortgagethat in no event shall Buyer be required to agree to any prohibition, indenturelimitation, deed of trust, license, franchise, permit, concession, contract, lease or other instrument requirement which would prohibit or materially limit the ownership or operation by Buyer or any of its Subsidiaries, of all or any material portion of the business or assets of Company or any of its Subsidiaries or Buyer or its Subsidiaries, or compel Buyer or any of its Subsidiaries to which dispose of or hold separate all or any material portion of the business or assets of Company or any of its Subsidiaries or Buyer or any of its Subsidiaries (together, the “Burdensome Conditions”). Buyer and Company will furnish each other and each other’s counsel with all information concerning themselves, their Subsidiaries, directors, trustees, officers and shareholders and such other matters as may be necessary or advisable in connection with the Proxy Statement-Prospectus and any application, petition, or any other statement or application made by or on behalf of Buyer or Company to any Governmental Authority in connection with the transactions contemplated by this Agreement. Each party shall have the right to review and approve in advance all characterizations of the information relating to it and any of its Subsidiaries that appear in any filing made in connection with the transactions contemplated by this Agreement with any Governmental Authority. In addition, Buyer and Company shall each furnish to the other for review a copy of each such filing made in connection with the transactions contemplated by this Agreement with any Governmental Authority prior to its filing.
(b) Company will notify Buyer promptly and shall promptly furnish Buyer with copies of notices or other communications received by Company or any of its Subsidiaries of (i) any communication from any Person alleging that the consent of such Person (or another Person) is or may be required in connection with the transactions contemplated by this Agreement (and the response thereto from Company, its Subsidiaries or its representatives), (ii) subject to applicable Laws and the instructions of any Governmental Authority, any communication from any Governmental Authority in connection with the transactions contemplated by this Agreement (and the response thereto from Company, its Subsidiaries or its representatives), and (iii) any legal actions threatened or commenced against or otherwise affecting Company or any of its Subsidiaries that are related to the transactions contemplated by this Agreement (and the response from Company, its Subsidiaries or its representatives). With respect to any of the Contributors foregoing, Company will consult with Buyer and its representatives so as to permit Company and Buyer and their respective representatives to cooperate to take appropriate measures to avoid or the Recipients is a party or by which mitigate any adverse consequences that may result from any of them is boundthe foregoing.
(c) Notwithstanding anything in this Agreement, the Recipients agree Buyer will notify Company promptly and shall promptly furnish Company with copies of notices or other communications received by Buyer or any of its Subsidiaries of (i) any communication from any Person alleging that the Contributors’ obligations under consent of that Person (or other Person) is or may be required in connection with the transactions contemplated by this Agreement shall in no way require any Contributor (and the response from Buyer or its representatives), (ii) subject to accept any condition or requirement applicable Laws and the instructions of any regulatory approval Governmental Authority, any communication from any Governmental Authority in connection with the transactions contemplated by this Agreement (and the response from Buyer or its representatives), and (iii) any legal actions threatened or commenced against or otherwise affecting Company or any of its Subsidiaries that is are related to the transactions contemplated by this Agreement (and the response from Company, its Subsidiaries or could reasonably be determined to be adverse to any Contributor or EXHits representatives).
Appears in 1 contract
Regulatory Filings; Consents. (a) As Each of Buyer and Company and their respective Subsidiaries shall cooperate and use their respective commercially reasonable efforts (i) to promptly prepare all documentation (including the Joint Proxy Statement-Prospectus), to effect all filings, to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary to consummate the transactions contemplated by this Agreement, including, without limitation, all Regulatory Approvals and all other consents and approvals of a Governmental Authority required to consummate the Merger, (ii) to comply with the terms and conditions of such permits, consents, approvals and authorizations and (iii) to cause the transactions contemplated by this Agreement to be consummated as expeditiously as practicable but (including by avoiding or setting aside any preliminary or permanent injunction or other order of any United States federal or state court of competent jurisdiction or any other Governmental Authority); provided, however, that in no event shall Buyer be required to agree to any event no later than five prohibition, limitation, or other requirement which would prohibit or materially limit the ownership or operation by Buyer or any of its Subsidiaries, of all or any material portion of the business or assets of Company or any of its Subsidiaries or Buyer or its Subsidiaries, or compel Buyer or any of its Subsidiaries to dispose of or hold separate all or any material portion of the business or assets of Company or any of its Subsidiaries or Buyer or any of its Subsidiaries (together, the “Burdensome Conditions”). Buyer and Company will furnish each other and each other’s counsel with all information concerning themselves, their Subsidiaries, directors, trustees, officers and stockholders and such other matters as may be necessary or advisable in connection with the Joint Proxy Statement-Prospectus and any application, petition, or any other statement or application made by or on behalf of Buyer or Company to any Governmental Authority in connection with the transactions contemplated by this Agreement. Provided that Company has cooperated as required by this Agreement, Buyer agrees to use commercially reasonable efforts to file the requisite applications with the FDIC and the Massachusetts Commissioner of Banks within sixty (60) days after the date of this Agreement, . Each party shall have the Contributors right to review and approve in advance all characterizations of the Recipients shall file information relating to it and any of its Subsidiaries that appear in any filing made in connection with the Federal Trade Commission transactions contemplated by this Agreement with any Governmental Authority. In addition, Buyer and the Department of Justice any notifications and other documents required to be filed by such party under the HSR Act with respect Company shall each furnish to the Transactions. The parties shall consult other for review a copy of each such filing made in connection with each other the transactions contemplated by this Agreement with any Governmental Authority prior to respond promptly to any requests for additional information made by either of such agencies and to cause the waiting periods under the HSR Act to terminate or expire at the earliest possible date after the date of filing. MLP will pay all filing fees under the HSR Act, but each party will bear its own costs except EESLP will bear the costs of EES Leasing for the preparation of any such filing.
(b) The Contributors Company will notify Buyer promptly and the Recipients shall in good faith cooperate promptly furnish Buyer with each copies of notices or other and communications or summaries of oral communications received by Company or any of its Subsidiaries of (i) promptly prepare and file all necessary documentationany communication, written or oral, from any Person alleging that the consent of such Person (iior another Person) effect all necessary applications, notices, petitions and filings and execute all agreements and documents, (iii) use commercially reasonable efforts to obtain the transfer is or issuance to the Recipients of all necessary consents, approvals and authorizations of all Governmental Authorities at the earliest possible date and (iv) use commercially reasonable efforts to obtain all consents, approvals and authorizations of all other parties, may be required in the case of each of clauses (i) through (iv) above as are necessary or advisable to consummate connection with the transactions contemplated by this Agreement at (and the earliest possible date response thereto from Company, its Subsidiaries or required by its representatives), (ii) subject to applicable Laws and the terms instructions of any noteGovernmental Authority, bondany communication, mortgagewritten or oral, indenturefrom any Governmental Authority in connection with the transactions contemplated by this Agreement (and the response thereto from Company, deed its Subsidiaries or its representatives), and (iii) any legal actions threatened or commenced against or otherwise affecting Company or any of trustits Subsidiaries that are related to the transactions contemplated by this Agreement (and the response from Company, license, franchise, permit, concession, contract, lease its Subsidiaries or other instrument its representatives). With respect to which any of the Contributors foregoing, Company will consult with Buyer and its representatives so as to permit Company and Buyer and their respective representatives to cooperate to take appropriate measures to avoid or the Recipients is a party or by which mitigate any adverse consequences that may result from any of them is boundthe foregoing.
(c) Notwithstanding anything in this AgreementBuyer will notify Company promptly and shall promptly furnish Company with copies of notices or other communications or summaries of oral communications received by Buyer or any of its Subsidiaries of (i) any communication, the Recipients agree written or oral, from any Person alleging that the Contributors’ obligations under consent of that Person (or other Person) is or may be required in connection with the transactions contemplated by this Agreement shall in no way require any Contributor (and the response from Buyer or its representatives), (ii) subject to accept any condition or requirement applicable Laws and the instructions of any regulatory approval Governmental Authority, any communication, written or oral, from any Governmental Authority in connection with the transactions contemplated by this Agreement (and the response from Buyer or its representatives), and (iii) any legal actions threatened or commenced against or otherwise affecting Buyer or any of its Subsidiaries that is are related to the transactions contemplated by this Agreement (and the response from Buyer, its Subsidiaries or could reasonably be determined to be adverse to any Contributor or EXHits representatives).
Appears in 1 contract
Regulatory Filings; Consents. (a) As promptly Except with respect to any forms, reports, statements or certifications filed, furnished or otherwise submitted to or with the SEC (which shall be governed exclusively by Section 5.05), each of Buyer and Company and their respective Subsidiaries shall (i) prepare and file all documentation, all Federal Reserve “Y” designated reports and all call reports to with the appropriate bank regulators), to obtain all Regulatory Approvals, including making any notices to or filings with the SBA, making any notices or filings under the HSR Act, if any is required, making any filings with and obtaining any consents in connection with compliance with the applicable provisions of the rules and regulations of any applicable industry self-regulatory organization, including approvals from FINRA and any relevant state regulator in connection with a change of control of any Company Subsidiaries that are broker-dealers, or that are required under consumer finance, mortgage banking and other similar Laws, and clearance from the Department of Justice and Federal Trade Commission under the HSR Act, if applicable, approvals from the FRB, the OCC, the FDIC and the DIFS and any other Governmental Authorities from which Regulatory Approvals are required, (ii) cooperate and use their respective commercially reasonable efforts to comply with the terms and conditions of such permits, consents, approvals and authorizations and (iii) cooperate and use their respective commercially reasonable efforts to cause the transactions contemplated by this Agreement to be consummated as expeditiously as practicable; provided, however, that in no event shall Buyer be required to agree to any Burdensome Condition. Without limiting the generality of the foregoing, as soon as practicable but and in any no event no later than five business sixty (60) days after the date of this Agreement, Buyer and Company shall, and shall cause their respective Subsidiaries to, each prepare and file any applications, notices and filings required in order to obtain the Contributors Regulatory Approvals and other Governmental Authority consents and approvals required to consummate the Merger and the Recipients shall file Bank Merger, including any notices to or filings with the Federal Trade Commission and the Department of Justice SBA, making any notifications and other documents required to be filed by such party under the HSR Act with respect to the Transactions. The parties shall consult with each other to respond promptly to any requests for additional information made by either of such agencies and to cause the waiting periods under the HSR Act to terminate notices or expire at the earliest possible date after the date of filing. MLP will pay all filing fees filings under the HSR Act, but each party will bear its own costs except EESLP will bear if any is required, making any filings with and obtaining any consents in connection with compliance with the costs applicable provisions of EES Leasing for the preparation rules and regulations of any such filing.
(b) The Contributors applicable industry self-regulatory organization, including approvals from FINRA and any relevant state regulator in connection with a change of control of any Subsidiaries that are broker-dealers, or that are required under consumer finance, mortgage banking and other similar Laws, and clearance from the Department of Justice and Federal Trade Commission under the HSR Act, if applicable, approvals from the FRB, the OCC, the FDIC and the Recipients shall in good faith cooperate with DIFS and any other Governmental Authorities from which Regulatory Approvals are required. Subject to applicable Laws, (A) Buyer and Company will furnish each other and (i) promptly prepare each other’s counsel with all information concerning themselves, their Subsidiaries, directors, trustees, officers, shareholders and file all necessary documentation, (ii) effect all necessary applications, notices, petitions stockholders and filings and execute all agreements and documents, (iii) use commercially reasonable efforts to obtain the transfer or issuance to the Recipients of all necessary consents, approvals and authorizations of all Governmental Authorities at the earliest possible date and (iv) use commercially reasonable efforts to obtain all consents, approvals and authorizations of all such other parties, in the case of each of clauses (i) through (iv) above matters as are may be necessary or advisable in connection with any application, or petition made by or on behalf of Buyer or Company or their respective Subsidiaries to consummate any Governmental Authority in connection with the transactions contemplated by this Agreement, (B) each party hereto shall have the right to review and approve in advance all characterizations of the information relating to such party and any of its Subsidiaries that appear in any filing made in connection with the transactions contemplated by this Agreement at with any Governmental Authority, (C) Buyer and Company shall each furnish to the earliest possible date or required other for review a copy of each such filing made solely in connection with the transactions contemplated by this Agreement with any Governmental Authority prior to its filing and (D) Buyer and Company will notify the terms other promptly and shall promptly furnish the other with copies of any notecommunication from any Governmental Authority received by it with respect to the regulatory applications filed solely in connection with the transactions contemplated by this Agreement (and its response thereto); provided, bondthat in no event shall Buyer or Buyer Bank be obligated to provide or otherwise disclose to Company confidential information regarding Buyer, mortgageBuyer Bank or any of their respective Subsidiaries or Affiliates or any pending merger transaction, indentureother than the Merger and the Bank Merger.
(b) Each of Buyer and Company will use commercially reasonable efforts, deed and each shall reasonably cooperate with the other upon request, to obtain all Regulatory Approvals; provided, that neither party nor any of trustits Subsidiaries will be required to make any payment to or grant any concessions to any third party in connection therewith. Each of Buyer and Company will, licenseto the extent permitted by applicable Law, franchise, permit, concession, contract, lease notify the other promptly and shall promptly furnish the other with copies of notices or other instrument to which communications received by such party or any of its Subsidiaries of any communication from any Person alleging that the Contributors consent of such Person (or another Person) is or may be required in connection with the Recipients is a party transactions contemplated by this Agreement (and the response thereto from such party, its Subsidiaries or by which its representatives). Company will reasonably consult with Buyer and its representatives so as to permit Company and Buyer and their respective representatives to cooperate to take appropriate measures to obtain such consents and avoid or mitigate any of them is boundadverse consequences that may result from the foregoing.
(c) Notwithstanding the foregoing or anything else to the contrary contained in this Agreement, the Recipients agree that the Contributors’ obligations under nothing in this Agreement shall preclude either Company or Buyer from meeting with its regulators on its own volition to discuss confidential supervisory information in no way require any Contributor to accept any condition connection with the transactions contemplated by this Agreement or requirement of any regulatory approval that is or could reasonably be determined to be adverse to any Contributor or EXHotherwise.
Appears in 1 contract
Regulatory Filings; Consents. (a) As promptly as practicable but in any event no later than five business days after the date Each of this Agreement, the Contributors Buyer and the Recipients Company and their respective Subsidiaries shall file with the Federal Trade Commission cooperate and the Department of Justice any notifications and other documents required to be filed by such party under the HSR Act with respect to the Transactions. The parties shall consult with each other to respond promptly to any requests for additional information made by either of such agencies and to cause the waiting periods under the HSR Act to terminate or expire at the earliest possible date after the date of filing. MLP will pay all filing fees under the HSR Act, but each party will bear its own costs except EESLP will bear the costs of EES Leasing for the preparation of any such filing.
(b) The Contributors and the Recipients shall in good faith cooperate with each other and use their respective commercially reasonable efforts (i) to promptly prepare and file all necessary documentationdocumentation (including the Proxy Statement-Prospectus), (ii) to effect all necessary applicationsfilings, notices, petitions and filings and execute all agreements and documents, (iii) use commercially reasonable efforts to obtain the transfer or issuance to the Recipients of all necessary permits, consents, approvals and authorizations of all third parties and Governmental Authorities at the earliest possible date and (iv) use commercially reasonable efforts to obtain all consents, approvals and authorizations of all other parties, in the case of each of clauses (i) through (iv) above as are necessary or advisable to consummate the transactions contemplated by this Agreement at Agreement, including, without limitation, all Regulatory Approvals and all other consents and approvals of a Governmental Authority required to consummate the earliest possible date or required by Merger, (ii) to comply with the terms and conditions of such permits, consents, approvals and authorizations and (iii) to cause the transactions contemplated by this Agreement to be consummated as expeditiously as practicable (including by avoiding or setting aside any preliminary or permanent injunction or other order of any noteUnited States federal or state court of competent jurisdiction or any other Governmental Authority); provided, bondhowever, mortgagethat in no event shall Buyer be required to agree to any prohibition, indenturelimitation, deed of trust, license, franchise, permit, concession, contract, lease or other instrument requirement which would prohibit or materially limit the ownership or operation by Buyer or any of its Subsidiaries, of all or any material portion of the business or assets of Company or any of its Subsidiaries or Buyer or its Subsidiaries, or compel Buyer or any of its Subsidiaries to which dispose of or hold separate all or any material portion of the business or assets of Company or any of its Subsidiaries or Buyer or any of its Subsidiaries (together, the “Burdensome Conditions”). Buyer and Company will furnish each other and each other’s counsel with all information concerning themselves, their Subsidiaries, directors, trustees, officers and shareholders and such other matters as may be necessary or advisable in connection with the Proxy Statement-Prospectus and any application, petition, or any other statement or application made by or on behalf of Buyer or Company to any Governmental Authority in connection with the transactions contemplated by this Agreement. Provided that Company has cooperated as required herein, Buyer agrees to use commercially reasonable efforts to file the requisite applications with the FDIC and the Massachusetts Commissioner of Banks within 45 days after the date hereof. Each party shall have the right to review and approve in advance all characterizations of the information relating to it and any of its Subsidiaries that appear in any filing made in connection with the transactions contemplated by this Agreement with any Governmental Authority. In addition, Buyer and Company shall each furnish to the other for review a copy of each such filing made in connection with the transactions contemplated by this Agreement with any Governmental Authority prior to its filing.
(b) Company will notify Buyer promptly and shall promptly furnish Buyer with copies of notices or other communications or summaries of oral communications received by Company or any of its Subsidiaries of (i) any communication, written or oral, from any Person alleging that the consent of such Person (or another Person) is or may be required in connection with the transactions contemplated by this Agreement (and the response thereto from Company, its Subsidiaries or its representatives), (ii) subject to applicable Laws and the instructions of any Governmental Authority, any communication, written or oral, from any Governmental Authority in connection with the transactions contemplated by this Agreement (and the response thereto from Company, its Subsidiaries or its representatives), and (iii) any legal actions threatened or commenced against or otherwise affecting Company or any of its Subsidiaries that are related to the transactions contemplated by this Agreement (and the response from Company, its Subsidiaries or its representatives). With respect to any of the Contributors foregoing, Company will consult with Buyer and its representatives so as to permit Company and Buyer and their respective representatives to cooperate to take appropriate measures to avoid or the Recipients is a party or by which mitigate any adverse consequences that may result from any of them is boundthe foregoing.
(c) Notwithstanding anything in this AgreementBuyer will notify Company promptly and shall promptly furnish Company with copies of notices or other communications or summaries of oral communications received by Buyer or any of its Subsidiaries of (i) any communication, the Recipients agree written or oral, from any Person alleging that the Contributors’ obligations under consent of that Person (or other Person) is or may be required in connection with the transactions contemplated by this Agreement shall in no way require any Contributor (and the response from Buyer or its representatives), (ii) subject to accept any condition or requirement applicable Laws and the instructions of any regulatory approval Governmental Authority, any communication, written or oral, from any Governmental Authority in connection with the transactions contemplated by this Agreement (and the response from Buyer or its representatives), and (iii) any legal actions threatened or commenced against or otherwise affecting Company or any of its Subsidiaries that is are related to the transactions contemplated by this Agreement (and the response from Company, its Subsidiaries or could reasonably be determined to be adverse to any Contributor or EXHits representatives).
Appears in 1 contract
Regulatory Filings; Consents. (a) As promptly as practicable but The Purchaser shall, and shall cause its Affiliates to, in any event no later than five business days after the date of this Agreement, the Contributors and the Recipients shall file consultation with the Federal Trade Commission and Sellers and/or the Department of Justice any notifications and other documents required to be filed by such party under the HSR Act with respect to the Transactions. The parties shall consult with each other to respond promptly to any requests for additional information made by either of such agencies and to cause the waiting periods under the HSR Act to terminate or expire at the earliest possible date after the date of filing. MLP will pay all filing fees under the HSR ActCompany (as applicable), but each party will bear its own costs except EESLP will bear the costs of EES Leasing for the preparation of any such filing.
(b) The Contributors and the Recipients shall in good faith cooperate with each other and (i) promptly prepare and file all necessary documentation, (ii) effect all necessary applications, notices, petitions and filings and execute all agreements and documents, (iii) use commercially reasonable efforts to obtain the transfer third-party and Governmental Entity or issuance to the Recipients of all necessary GSSMME consents, approvals or other authorizations required in connection with the transactions contemplated by this Agreement, (ii) promptly make or cause to be made all filings and authorizations submissions required or deemed appropriate by either the Purchaser, on the one hand, or the Company or the Sellers, on the other hand, necessary in connection with the transactions contemplated by this Agreement under any Laws applicable to the Purchaser for the consummation of the transactions contemplated by this Agreement (including the HSR Act), each in materially complete form (with any updates or supplements thereto to follow promptly thereafter), (iii) coordinate and cooperate with the Company in exchanging such information and providing such assistance as the Company may reasonably request in connection with all Governmental Authorities at of the earliest possible date foregoing and (iv) (x) supply promptly any additional information and documentary material that may be requested in connection with such filings, (y) make any further filings pursuant thereto that may be necessary, proper or advisable in connection therewith and (z) use commercially reasonable efforts to take all actions necessary to obtain all required clearances. The Purchaser or the Purchaser’s counsel shall have primary control over submissions to and communications with and between any Governmental Entity or GSSMME relating to the third-party and Governmental Entity or GSSMME consents, approvals or other authorizations required in connection with the transactions contemplated by this Agreement. The Purchaser shall use commercially reasonable efforts to provide oral progress reports to the Company on a weekly basis (or as frequently as the parties may otherwise agree) with respect to matters relating to this Section 8.04.
(b) Without limiting the generality of the foregoing, as soon as practicable following the date hereof (and authorizations with respect to the HSR Filing, within seven (7) Business Days), the Purchaser shall make or cause to be made all filings and submissions required of the Purchaser under the HSR Act or other Laws applicable to the Purchaser for the consummation of the transactions contemplated herein. The Purchaser shall cause the filings under the HSR Act to be considered for grant of “early termination.” For the avoidance of doubt, all other partiesfiling fees incurred in connection with the HSR Act shall be borne 50% by the Purchaser and 50% by the Company.
(c) The Purchaser shall promptly comply with any formal or informal additional requests for information, including requests for production of documents and production of witnesses for interviews or depositions by any Governmental Entities or GSSMME. The Purchaser shall also consult and cooperate with Company, and consider in good faith the views of the Company, in connection with, and provide to the case Company in advance, any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of each of clauses any party hereto in connection with proceedings under or relating to the foregoing. Without limiting the foregoing, the Purchaser agrees to (i) through give the Company reasonable advance written notice of all in-person meetings with any Governmental Entity or GSSMME relating to the foregoing and an opportunity to participate in each of such meetings, to the extent practicable and permitted by such Governmental Entity or GSSMME, (ivii) above as are necessary give the Company reasonable advance written notice of substantive oral communications with any Governmental Entity or advisable GSSMME relating to consummate the effectuation of the transactions contemplated by this Agreement at and an opportunity to participate in each of such meetings, to the earliest possible date extent practicable and permitted by such Governmental Entity or GSSMME, (iii) if any Governmental Entity or GSSMME initiates a substantive oral communication regarding the transactions contemplated by this Agreement, promptly notify the Company of the substance of such communication, to the extent permitted by such Governmental Entity or GSSMME, (iv) provide the Company with a reasonable advance opportunity to review and comment upon all written communications (including any analyses, presentations, memoranda, briefs, arguments, opinions and proposals) with a Governmental Entity or GSSMME regarding the effectuation of the transactions contemplated by this Agreement, to the extent permitted by such Governmental Entity or GSSMME, and the Company agrees to promptly, and in no event later than three (3) Business Days after its receipt thereof, provide to the Purchaser all comments of the Company with respect to such written communications, and (v) provide the Company with copies of all written communications to or from any Governmental Entity or GSSMME relating to the effectuation of the transactions contemplated by this Agreement. Any of the foregoing required disclosures or provision of copies to the Company may be made on an outside counsel basis if appropriate, as reasonably determined by the terms of any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument to which any of the Contributors or the Recipients is a party or by which any of them is boundPurchaser after consultation with counsel.
(cd) Notwithstanding anything in Without limiting the generality of the foregoing, if a Legal Proceeding is threatened or instituted by any Governmental Entity or GSSMME or any other entity challenging the validity or legality or seeking to restrain the consummation of the transactions contemplated by this Agreement, the Recipients agree Purchaser shall use its commercially reasonable efforts to avoid, resist, resolve or, if necessary, defend such Legal Proceeding. The Purchaser shall promptly and diligently pursue any or all of the following actions to the extent necessary to eliminate any concerns on the part of, or to satisfy any conditions imposed by, any Governmental Entity or GSSMME regarding the consummation of the transactions contemplated hereby: (i) resisting fully, vigorously and in good faith (including by the defense of Legal Proceedings) any request for, or the entry of, and seeking to have vacated or terminated, any order of any Governmental Entity or GSSMME that could restrain, prevent or delay the Contributors’ obligations consummation of the transactions contemplated hereby, (ii) proposing and entering into good faith negotiations, providing information, making proposals and entering into and performing contracts or submitting to orders regarding (A) the sale, divestiture, licensing, holding separate or other disposition (and whether through the establishment of a trust or otherwise) of any assets, operations, businesses, divisions or customers (including, after the Closing, any of such items of the Company or any of its Subsidiaries) of the Purchaser or any of its Affiliates, and/or (B) the termination or modification of any contract or other business relationship, including the taking of any action that limits the freedom of action, of the Purchaser or any of its Affiliates and (iii) promptly taking and diligently pursuing all other actions and do all other things necessary and proper to avoid or eliminate each and every impediment under any Law that may be asserted by any Governmental Entity or GSSMME or any other Person to the consummation of the transactions contemplated by this Agreement (collectively, an “Undertaking”). Notwithstanding anything to the contrary in this Section 8.04(d) or any other provision of this Agreement, the Purchaser shall in no way not be required to commit to any Undertaking (and neither the Sellers nor the Company shall agree to any Undertaking without the Purchaser’s prior written consent) that is reasonably expected to (i) be material to either (A) the business of the Company and its Subsidiaries, taken as a whole or (B) the benefits reasonably expected by the Purchaser to be derived from the transactions contemplated by this Agreement or (ii) affect any Permit of, require any Contributor action in respect of, or impose any limitation on, the Purchaser or its Affiliates (other than the Company and its Subsidiaries) in a manner that would adversely impact the Purchaser or any of its Affiliates, except to accept any condition or requirement of any regulatory approval that is or could reasonably be determined a de minimis extent.
(e) The Company and the Sellers shall cooperate in good faith with the Purchaser’s activities pursuant to be adverse to any Contributor or EXHthis Section 8.04.
Appears in 1 contract
Samples: Securities Purchase Agreement (New Residential Investment Corp.)
Regulatory Filings; Consents. (a) As In furtherance and not in limitation of the foregoing, each of the Purchaser and the Company shall make (and Sellers shall cause the Company to make), as promptly as reasonably practicable but (and in any event no later than five business days within ten (10) Business Days after the date of this Agreement, the Contributors ) an appropriate filing of a Notification and the Recipients shall file with the Federal Trade Commission and the Department of Justice any notifications and other documents required Report Form pursuant to be filed by such party under the HSR Act with respect to the Transactionstransactions contemplated hereby. Each of the Sellers Representative, the Company and Purchaser shall use its commercially reasonable efforts to supply as promptly as reasonably practicable any additional information and documentary material that may be reasonably requested pursuant to the foregoing, and use its commercially reasonable efforts to take all other actions necessary to cause the expiration or termination of the applicable waiting periods regarding the foregoing as soon as reasonably practicable. The Purchaser shall pay all filing fees to be paid by the Purchaser and the Company pursuant to this Agreement under the HSR Act and under any such other Laws.
(b) Except as prohibited by applicable Law or Order, each of the Purchaser, the Sellers Representative and the Company shall use its commercially reasonable efforts to (i) cooperate in all respects with each other in connection with any filing or submission with a Governmental Authority in connection with the transactions contemplated hereby and in connection with any investigation or other inquiry by or before a Governmental Authority relating to the transactions contemplated hereby, (ii) promptly inform the other parties shall of (and, if in writing, supply to the other parties' legal counsel) any communication, other than any ministerial communications, received by such party from, or given by such party to, the Federal Trade Commission, the Antitrust Division of the Department of Justice, or any other similar Governmental Authority, in each case regarding any of the transactions contemplated hereby, (iii) consult with each other prior to respond promptly taking any material position with respect to any requests for additional information made by either of such agencies and to cause the waiting periods filings under the HSR Act in discussions with or filings to terminate or expire at be submitted to any Governmental Authority, (iv) permit the earliest possible date after other parties' legal counsel to review and discuss in advance, and consider in good faith the date views of filing. MLP will pay all filing fees the other parties in connection with, any analyses, presentations, memoranda, briefs, arguments, opinions and proposals to be submitted to any Governmental Authority with respect to filings under the HSR Act, but each and (v) coordinate with the other parties' legal counsel in preparing and exchanging such information and promptly provide the other parties' legal counsel with copies of all filings, presentations or submissions (and a summary of any oral presentations) made by such party will bear its own costs except EESLP will bear with any Governmental Authority relating to this Agreement or the costs transactions contemplated hereby under the HSR Act, which may be redacted for confidential information. Notwithstanding anything to the contrary herein, Purchaser shall, on behalf of EES Leasing the parties, have control over and lead the strategy for obtaining any clearances required in connection with the preparation transactions contemplated hereby and shall take the lead in all meetings and communications with any Governmental Authority in connection with obtaining such clearances and in any litigation under the HSR Act or any similar competition Law; provided, however, that Purchaser shall, to the extent reasonably practicable, consult in advance with the Sellers Representative and the Company and in good faith take the Sellers Representative's and the Company's views into account regarding the overall strategic direction of any such filingapproval process, as applicable, and consult with the Company prior to taking any material substantive positions, making dispositive motions or other material substantive filings or submissions or entering into any negotiations concerning such approvals, as applicable. The parties shall take reasonable efforts to share information protected from disclosure under the attorney-client privilege, work product doctrine, joint defense privilege or any other privilege pursuant to this Section 8.05 in a manner so as to preserve the applicable privilege.
(bc) The Contributors Unless prohibited by applicable Law or Order or by the applicable Governmental Authority, each of the Sellers Representative and the Recipients Company, on one hand, and Purchaser, on the other hand, shall in good faith cooperate with each other and (i) promptly prepare and file all necessary documentationto the extent reasonably practicable, not participate in or attend any meeting, or engage in any conversation (other than ministerial conversations) with any Governmental Authority in respect of the transactions contemplated hereby without the other, (ii) effect all necessary applicationsto the extent reasonably practicable, notices, petitions give the other reasonable prior notice of any such meeting or conversation and filings and execute all agreements and documents, (iii) use in the event one such party is prohibited by applicable Law or Order or by the applicable Governmental Authority from participating or attending any such meeting or engaging in any such conversation, or it has not been reasonably practicable to include the non-participating party, keep such non-participating party reasonably apprised with respect thereto.
(d) Nothing in this Agreement shall obligate the Purchaser or Parent (including any of their Subsidiaries or Affiliates) to (i) agree to limit in any manner whatsoever or not to exercise any rights of ownership of any securities (including the Units), or to divest, dispose of or hold separate any securities or all or a portion of their respective businesses, assets or properties or of the business, assets or properties of the Company or any Subsidiary of the Company; (ii) agree to limit in any manner whatsoever the ability of such entities (A) to conduct their respective businesses or own such assets or properties or to conduct the businesses or own the properties or assets of the Company and any Subsidiary of the Company, or (B) to control their respective businesses or operations or the businesses or operations of the Company and any Subsidiary of the Company; (iii) otherwise take or commit to take any other action that would limit the Purchaser's freedom of action with respect to, or its ability to retain or hold, directly or indirectly, any businesses, assets, equity interests, product lines or properties of the Purchaser or the Company (including any of their respective Subsidiaries), in each case to obtain all approvals, consents, clearances, expirations or terminations of waiting periods, registrations, permits, authorizations and other confirmations required directly or indirectly under the HSR Act or any similar competition Law or to avoid the commencement of any action to prohibit the transactions contemplated hereby under the HSR Act or any similar competition Law; or (iv) to contest and resist any such action or proceeding, or to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other Order in any action or proceeding seeking to prohibit the transactions contemplated hereby or delay the Closing beyond the Termination Date, or to seek to have vacated, lifted, dissolved, reversed or overturned any decree, judgment, injunction or other Order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated hereby.
(e) The Company shall give (or shall cause its Subsidiaries to give) any notices to third parties, and use, and cause its Subsidiaries to use, their commercially reasonable efforts to obtain the transfer or issuance to the Recipients of all necessary any third party consents, approvals and authorizations including under any Contracts of all Governmental Authorities at the earliest possible date and (iv) use commercially reasonable efforts to obtain all consentsCompany or its Subsidiaries, approvals and authorizations of all other parties, in the case of each of clauses (i) through (iv) above as are necessary necessary, proper or advisable to consummate the transactions contemplated by this Agreement at or (ii) required to be disclosed in the earliest possible date or Schedules, provided that the parties shall not be required to make any payments in connection with obtaining any such consents unless expressly required by the terms of any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument to which any of the Contributors or the Recipients is a party or by which any of them is boundgiven Contract.
(c) Notwithstanding anything in this Agreement, the Recipients agree that the Contributors’ obligations under this Agreement shall in no way require any Contributor to accept any condition or requirement of any regulatory approval that is or could reasonably be determined to be adverse to any Contributor or EXH.
Appears in 1 contract
Samples: Membership Unit Purchase Agreement (U.S. Silica Holdings, Inc.)
Regulatory Filings; Consents. (a) As promptly Each of Buyer and Company and their respective Subsidiaries shall cooperate and use their commercially reasonable efforts (i) to prepare all documentation, to effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary to consummate the transactions contemplated by this Agreement, including without limitation, the Regulatory Approvals and all other consents and approvals of a Governmental Authority required to consummate the Merger in the manner contemplated herein (provided, however, that the Company’s obligation to participate in such Regulatory Approvals shall be non-financial), (ii) to comply with the terms and conditions of such permits, consents, approvals and authorizations and (iii) to cause the transactions contemplated by this Agreement to be consummated as expeditiously as practicable; provided, however, that, notwithstanding anything to the contrary contained herein, in no event shall Buyer be required to agree to any prohibition, limitation, or other requirement, or take any action or omit to take any action, which is not set forth in existing law, regulation or written policy of the FDIC, the FRB or the OCC that would (a) prohibit or limit the ownership or operation by Buyer or any of its Subsidiaries, of all or any material portion of the business or assets of Company or any of its Subsidiaries, (b) compel Buyer or any of its Subsidiaries to dispose of all or any material portion of the business or assets of Company or any of its Subsidiaries, or (c) otherwise be reasonably likely, individually or in the aggregate, to result in restrictions on the operation of the Company by Buyer in such a way that results in a Material Adverse Effect on Buyer and its Subsidiaries, taken as a whole and giving effect to the Merger (measured on a scale relative to Company and its Subsidiaries taken as a whole) (together, the “Burdensome Conditions”). Without limiting the generality of the foregoing, as soon as practicable but and in any no event no later than forty-five business (45) days after the date of this Agreement, Buyer and Company shall, and shall cause their respective Subsidiaries to, each prepare and file any applications, notices and filings required in order to obtain the Contributors and the Recipients shall file with the Federal Trade Commission and the Department of Justice any notifications Regulatory Approvals and other documents Governmental Authority consents and approvals required to be filed by such party under consummate the HSR Act with respect Merger. Subject to the Transactions. The parties shall consult with each other to respond promptly to any requests for additional information made by either of such agencies applicable Laws, (A) Buyer and to cause the waiting periods under the HSR Act to terminate or expire at the earliest possible date after the date of filing. MLP Company will pay all filing fees under the HSR Act, but each party will bear its own costs except EESLP will bear the costs of EES Leasing for the preparation of any such filing.
(b) The Contributors and the Recipients shall in good faith cooperate with furnish each other and (i) promptly prepare each other’s counsel with all information concerning themselves, their Subsidiaries, directors, trustees, officers, shareholders, Affiliates and file all necessary documentation, (ii) effect all necessary applications, notices, petitions potential investors and filings and execute all agreements and documents, (iii) use commercially reasonable efforts to obtain the transfer or issuance to the Recipients of all necessary consents, approvals and authorizations of all Governmental Authorities at the earliest possible date and (iv) use commercially reasonable efforts to obtain all consents, approvals and authorizations of all such other parties, in the case of each of clauses (i) through (iv) above matters as are may be necessary or advisable in connection with any application, or petition made by or on behalf of Buyer or Company or their respective Subsidiaries to consummate any Governmental {Clients/1521/00383953.DOCX/7 }44 Authority in connection with the transactions contemplated by this Agreement, (B) each party hereto shall have the right to receive in advance and review a copy of the non-confidential portion of any filing to be made in connection with the transactions contemplated by this Agreement at with any Governmental Authority (including all non-confidential supplements to such filings and all responses to requests for additional information and replies to comments prior to being filed with, or sent to, a Governmental Authority), and (C) Buyer and Company will notify the earliest possible date or required by other promptly and shall promptly apprise the terms other of the substance of any notecommunication from any Governmental Authority received by it (and provide copies of any written materials received from or sent to any Governmental Authority) with respect to the regulatory applications filed solely in connection with the transactions contemplated by this Agreement (and its response thereto); provided, bondthat in no event shall either party be obligated to provide or otherwise disclose to the other party confidential information regarding it or any Affiliates or any pending merger transaction, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease other than the Merger. Each party hereto shall provide the other party with the opportunity to participate in meetings or other instrument substantive telephone discussions that it or its representatives may from time to which time have with any of Governmental Authority with respect to the Contributors or the Recipients is a party or by which any of them is boundtransactions contemplated thereby.
(cb) Notwithstanding anything Company will use its commercially reasonable efforts, and Buyer shall reasonably cooperate with Company at Company’s request, to obtain all consents, approvals, authorizations, waivers or similar affirmations described on Company Disclosure Schedule 3.13(c); provided that neither Company nor any of its Subsidiaries will be required to make any payment to or grant any concessions to any third party in this Agreementconnection therewith (and shall not make any such payment or grant any such concession without the prior written consent of Buyer). Each party will, to the Recipients agree extent permitted by applicable Law, notify the other party promptly and shall promptly furnish the other party with copies of notices or other communications received by such party or any of its Subsidiaries of any communication from any Person alleging that the Contributors’ obligations under consent of such Person (or another Person) is or may be required in connection with the transactions contemplated by this Agreement shall in no way require (and the response thereto from such party, its Subsidiaries or its representatives). Company will reasonably consult with Buyer and its representatives so as to permit Company and Buyer and their respective representatives to take appropriate measures to obtain such consents and avoid or mitigate any Contributor to accept any condition or requirement of any regulatory approval adverse consequences that is or could reasonably be determined to be adverse to any Contributor or EXHmay result from the foregoing.
Appears in 1 contract
Regulatory Filings; Consents. (a) As promptly as practicable but in any event no later than five business days after the date Each of this Agreement, the Contributors BFC and the Recipients PCB and their respective Subsidiaries shall file with the Federal Trade Commission cooperate and the Department of Justice any notifications and other documents required to be filed by such party under the HSR Act with respect to the Transactions. The parties shall consult with each other to respond promptly to any requests for additional information made by either of such agencies and to cause the waiting periods under the HSR Act to terminate or expire at the earliest possible date after the date of filing. MLP will pay all filing fees under the HSR Act, but each party will bear its own costs except EESLP will bear the costs of EES Leasing for the preparation of any such filing.
(b) The Contributors and the Recipients shall in good faith cooperate with each other and use their respective reasonable best efforts (i) to promptly prepare all documentation (including the Registration Statement and file all necessary documentationthe Proxy Statement-Prospectus), (ii) and to effect all necessary applicationsfilings, notices, petitions and filings and execute all agreements and documents, (iii) use commercially reasonable efforts to obtain the transfer or issuance to the Recipients of all necessary permits, consents, approvals and authorizations of all third parties and Governmental Authorities at the earliest possible date and (iv) use commercially reasonable efforts to obtain all consents, approvals and authorizations of all other parties, in the case of each of clauses (i) through (iv) above as are necessary or advisable to consummate the transactions contemplated by this Agreement at Agreement, the earliest possible date or Regulatory Approvals and all other consents and approvals of a Governmental Authority required by to consummate the Merger in the manner contemplated herein, (ii) to comply with the terms and conditions of any notesuch permits, bondconsents, mortgageapprovals and authorizations and (iii) to cause the transactions contemplated by this Agreement to be consummated as expeditiously as practicable; provided, indenturehowever, deed of trust, license, franchise, permit, concession, contract, lease notwithstanding the foregoing or other instrument anything to which any of the Contributors or the Recipients is a party or by which any of them is bound.
(c) Notwithstanding anything contrary in this Agreement, nothing contained herein shall be deemed to require BFC or any of its Subsidiaries or PCB or any of its Subsidiaries to take any non-standard action, or commit to take any such action, or agree to any non-standard condition or restriction, in connection with obtaining the Recipients agree foregoing permits, consents, approvals and authorizations of any Governmental Authority that would reasonably be likely to have a material and adverse effect (measured on a scale relative to PCB) on the condition (financial or otherwise), results of operations, liquidity, assets or deposit liabilities, properties or business of BFC, PCB, the Surviving Entity or the Surviving Bank, after giving effect to the Merger (“Burdensome Condition”). BFC and PCB will furnish each other and each other’s counsel with all information concerning themselves, their Subsidiaries, directors, trustees, officers and shareholders and such other matters as may be necessary or advisable in connection with any application, petition or any other statement or application made by or on behalf of BFC or PCB to any Governmental Authority in connection with the transactions contemplated by this Agreement. Each Party shall have the right to review and approve in advance all characterizations of the information relating to such party and any of its Subsidiaries that appear in any filing made in connection with the transactions contemplated by this Agreement with any Governmental Authority. In addition, BFC and PCB shall each furnish to the other for review a copy of each such filing made in connection with the transactions contemplated by this Agreement with any Governmental Authority prior to its filing.
(b) PCB will use its commercially reasonable efforts, and BFC shall reasonably cooperate with PCB at PCB’s request, to obtain all consents, approvals, authorizations, waivers or similar affirmations described on PCB Disclosure Schedule 3.12(c). Each Party will notify the other Party promptly and shall promptly furnish the other Party with copies of notices or other communications received by such Party or any of its Subsidiaries of any communication from any Person alleging that the Contributors’ obligations under consent of such Person (or another Person) is or may be required in connection with the transactions contemplated by this Agreement shall in no way require (and the response thereto from such Party, its Subsidiaries or its representatives). PCB will consult with BFC and its representatives as often as practicable under the circumstances so as to permit PCB and BFC and their respective representatives to cooperate to take appropriate measures to obtain such consents and avoid or mitigate any Contributor to accept any condition or requirement of any regulatory approval adverse consequences that is or could reasonably be determined to be adverse to any Contributor or EXHmay result from the foregoing.
Appears in 1 contract
Regulatory Filings; Consents. (a) As promptly Each of Buyer and Company and their respective Subsidiaries shall cooperate and use their reasonable best efforts (i) to prepare all documentation (including the Proxy Statement-Prospectus), to effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary to consummate the transactions contemplated by this Agreement, including without limitation, the Regulatory Approvals and all other consents and approvals of a Governmental Authority required to consummate the Merger in the manner contemplated herein, (ii) to comply with the terms and conditions of such permits, consents, approvals and authorizations and (iii) to cause the transactions contemplated by this Agreement to be consummated as expeditiously as practicable; provided, however, that, notwithstanding anything to the contrary contained herein, in no event shall Buyer be required to agree to any prohibition, limitation, or other requirement, or take any action or omit to take any action, which would prohibit or limit the ownership or operation by Company or any of its Subsidiaries, or by Buyer or any of its Subsidiaries, of all or any portion of the business or assets of Company or any of its Subsidiaries or Buyer or its Subsidiaries, or compel Buyer or any of its Subsidiaries to dispose of all or any portion of the business or assets of Company or any of its Subsidiaries or Buyer or any of its Subsidiaries, or otherwise be reasonably likely, individually or in the aggregate, to have a material and adverse effect on Buyer and its Subsidiaries, taken as a whole and giving effect to the Merger (measured on a scale relative to Company and its Subsidiaries taken as a whole) (together, the “Burdensome Conditions”). Without limiting the generality of the foregoing, as soon as practicable but and in any no event no later than five business sixty (60) days after the date of this Agreement, Buyer and Company shall, and shall cause their respective Subsidiaries to, each prepare and file any applications, notices and filings required in order to obtain the Contributors and the Recipients shall file with the Federal Trade Commission and the Department of Justice any notifications Regulatory Approvals and other documents Governmental Authority consents and approvals required to be filed by such party under consummate the HSR Act with respect Merger. Subject to the Transactions. The parties shall consult with each other to respond promptly to any requests for additional information made by either of such agencies applicable Laws, (A) Buyer and to cause the waiting periods under the HSR Act to terminate or expire at the earliest possible date after the date of filing. MLP Company will pay all filing fees under the HSR Act, but each party will bear its own costs except EESLP will bear the costs of EES Leasing for the preparation of any such filing.
(b) The Contributors and the Recipients shall in good faith cooperate with furnish each other and (i) promptly prepare each other’s counsel with all information concerning themselves, their Subsidiaries, directors, trustees, officers and file all necessary documentation, (ii) effect all necessary applications, notices, petitions shareholders and filings and execute all agreements and documents, (iii) use commercially reasonable efforts to obtain the transfer or issuance to the Recipients of all necessary consents, approvals and authorizations of all Governmental Authorities at the earliest possible date and (iv) use commercially reasonable efforts to obtain all consents, approvals and authorizations of all such other parties, in the case of each of clauses (i) through (iv) above matters as are may be necessary or advisable in connection with any application, or petition made by or on behalf of Buyer or Company or their respective Subsidiaries to consummate any Governmental Authority in connection with the transactions contemplated by this Agreement, (B) each party hereto shall have the right to review and approve in advance all characterizations of the information relating to such party and any of its Subsidiaries that appear in any filing made in connection with the transactions contemplated by this Agreement at with any Governmental Authority, and (C) Buyer and Company will notify the earliest possible date or required by other promptly and shall promptly apprise the terms other of the substance of any notecommunication from any Governmental Authority received by it with respect to the regulatory applications filed solely in connection with the transactions contemplated by this Agreement (and its response thereto); provided, bondthat in no event shall Buyer or Buyer Bank be obligated to provide or otherwise disclose to Company confidential information regarding Buyer, mortgageBuyer Bank or any Affiliates or any pending merger transaction, indenture, deed of trust, license, franchise, permit, concession, contract, lease other than the Merger. Company shall provide Buyer with the opportunity to participate in meetings or other instrument substantive telephone discussions that it or its representatives may from time to which time have with any of Governmental Authority with respect to the Contributors or the Recipients is a party or by which any of them is boundtransactions contemplated thereby.
(cb) Notwithstanding anything Company will use its reasonable best efforts, and Buyer shall reasonably cooperate with Company at Company’s request, to obtain all consents, approvals, authorizations, waivers or similar affirmations described on Company Disclosure Schedule 3.13(c); provided that neither Company nor any of its Subsidiaries will be required to make any payment to or grant any concessions to any third party in this Agreementconnection therewith (and shall not make any such payment or grant any such concession without the prior written consent of Buyer). Each party will, to the Recipients agree extent permitted by applicable Law, notify the other party promptly and shall promptly furnish the other party with copies of notices or other communications received by such party or any of its Subsidiaries of any communication from any Person alleging that the Contributors’ obligations under consent of such Person (or another Person) is or may be required in connection with the transactions contemplated by this Agreement shall in no way require (and the response thereto from such party, its Subsidiaries or its representatives). Company will reasonably consult with Buyer and its representatives so as to permit Company and Buyer and their respective representatives to cooperate to take appropriate measures to obtain such consents and avoid or mitigate any Contributor to accept any condition or requirement of any regulatory approval adverse consequences that is or could reasonably be determined to be adverse to any Contributor or EXHmay result from the foregoing.
Appears in 1 contract
Regulatory Filings; Consents. (a) As promptly as practicable but in any event no later than five business days after the date of this Agreement, the Contributors The Sellers and the Recipients Company shall, and shall file cause their respective Affiliates to, in consultation with the Federal Trade Commission and the Department of Justice any notifications and other documents required to be filed by such party under the HSR Act with respect to the Transactions. The parties shall consult with each other to respond promptly to any requests for additional information made by either of such agencies and to cause the waiting periods under the HSR Act to terminate or expire at the earliest possible date after the date of filing. MLP will pay all filing fees under the HSR ActPurchaser, but each party will bear its own costs except EESLP will bear the costs of EES Leasing for the preparation of any such filing.
(b) The Contributors and the Recipients shall in good faith cooperate with each other and (i) promptly prepare (A) submit all notices to third parties, Governmental Entities and file all necessary documentation, GSSMMEs and (ii) effect all necessary applications, notices, petitions and filings and execute all agreements and documents, (iiiB) use commercially reasonable efforts to obtain the transfer third-party and Governmental Entity or issuance to the Recipients of all necessary GSSMME consents, approvals or other authorizations, in each case as required in connection with the transactions contemplated by this Agreement, including those set forth on Schedule 7.03(a)(i), (ii) prepare change of control applications and, where necessary, new license applications due to the change of ownership relating to such consents, approvals or other authorizations, as applicable, and authorizations such applications shall be provided to the Purchaser for the Purchaser’s review and comment, (iii) subject to the penultimate sentence of this Section 7.03(a), the Company or the Company’s counsel shall promptly (and in no event later than fifteen (15) Business Days following the date hereof) make or cause to be made all Governmental Authorities at filings and submissions set forth on Schedule 7.03(a)(iii), each in materially complete form (with any updates or supplements thereto to follow promptly thereafter), (iv) coordinate and cooperate with the earliest possible date Purchaser in exchanging such information and providing such assistance as the Purchaser may reasonably request in connection with all of the foregoing and (ivv) (A) supply promptly any additional information and documentary material that may be requested in connection with such filings, (B) make any further filings pursuant thereto that may be necessary, proper or advisable in connection therewith and (C) use commercially reasonable efforts to take all actions necessary to obtain all required clearances. Notwithstanding anything to the contrary in this Agreement, none of the Sellers, the Company or their respective Affiliates shall submit any change of control applications, new license applications, material written correspondence, or other regulatory filings (other than license renewals, branch licenses, mortgage loan originator licenses, or any correspondence, other regulatory filings, or other submissions related to license filings in process as of the date hereof) relating to the Governmental Entity or GSSMME consent process without the prior written consent of the Purchaser, it being agreed that the Purchaser shall have the right to review and submit any such item on behalf of the parties hereto upon receiving approval from the Company and that the Purchaser or the Purchaser’s counsel shall have primary control over submissions to and communications with and between any Governmental Entity or GSSMME relating to the third-party and Governmental Entity or GSSMME consents, approvals and or other authorizations of all other parties, required in the case of each of clauses (i) through (iv) above as are necessary or advisable to consummate connection with the transactions contemplated by this Agreement at Agreement. The Company shall use commercially reasonable efforts to provide oral progress reports to the earliest possible Purchaser on a weekly basis (or as frequently as the parties may otherwise agree) with respect to matters relating to this Section 7.03.
(b) Without limiting the generality of the foregoing, as soon as practicable following the date hereof (and with respect to the HSR Filing, within seven (7) Business Days), the Company and the Sellers shall make or cause to be made all filings and submissions required by of the terms of any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease Company and the Sellers under the HSR Act (the “HSR Filing”) or other instrument Laws or regulations applicable to which the Company and the Sellers necessary in any material respect for the consummation of the Contributors transactions contemplated by this Agreement. The Sellers and the Company shall promptly comply with any formal or informal additional requests for information, including requests for production of documents and production of witnesses for interviews or depositions by any Governmental Entities or GSSMMEs in connection with the Recipients is a party or transactions contemplated by which any this Agreement. The Sellers and the Company shall coordinate and cooperate with the Purchaser in exchanging such information and providing such assistance as the Purchaser may reasonably request in connection with all of them is boundthe foregoing. The Company and the Sellers shall cause the filings under the HSR Act to be considered for grant of “early termination.”
(c) Notwithstanding anything The Sellers shall, and shall cause the Company to, also consult with and cooperate with the Purchaser, and consider in good faith the views of the Purchaser, in connection with, and provide to the Purchaser in advance, any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted to any Governmental Entity or GSSMME by or on behalf of the Company or the Sellers in connection with transactions contemplated by this Agreement, except as may be prohibited or restricted by Law. Without limiting the Recipients agree that foregoing, each of the Contributors’ obligations under Sellers and the Company agrees, subject to applicable Law, to (i) give the Purchaser reasonable advance written notice of all in-person meetings with any Governmental Entity or GSSMME and an opportunity to participate in each of such meetings, to the extent such meeting is related to the transactions contemplated by this Agreement, to the extent practicable and permitted by such Governmental Entity or GSSMME, (ii) give the Purchaser reasonable advance written notice of substantive oral communications with any Governmental Entity or GSSMME relating to the effectuation of the transaction contemplated by this Agreement shall and an opportunity to participate in each of such communications, to the extent practicable and permitted by such Governmental Entity or GSSMME, (iii) if any Governmental Entity or GSSMME initiates a substantive oral communication regarding the transactions contemplated by this Agreement, promptly notify the Purchaser of the substance of such communication, to the extent permitted by such Governmental Entity or GSSMME, (iv) provide the Purchaser with a reasonable advance opportunity to review and comment upon any written communication (including any analyses, presentations, memoranda, briefs, arguments, opinions and proposals) with a Governmental Entity or GSSMME to the extent such communication is related to the transactions contemplated by this Agreement, to the extent permitted by such Governmental Entity or GSSMME, and the Purchaser agrees to promptly, and in no way require event later than three (3) Business Days after its receipt thereof, provide to the Company all comments of the Purchaser with respect to such written communications, and (v) provide the Purchaser with copies of all written communications to or from any Contributor Governmental Entity or GSSMME to accept any condition the extent such communication is related to the transactions contemplated by this Agreement, to the extent permitted by such Governmental Entity or requirement GSSMME. Any of any regulatory approval that is the foregoing required disclosures or could provision of copies to the Purchaser may be made on an outside counsel basis if appropriate, as reasonably be determined by the Company after consultation with counsel.
(d) The Purchaser shall cooperate in good faith with the Company’s activities pursuant to be adverse to any Contributor or EXHthis Section 7.03.
Appears in 1 contract
Samples: Securities Purchase Agreement (New Residential Investment Corp.)
Regulatory Filings; Consents. (a) As Each Party hereto shall, as promptly as possible, use its reasonable efforts to obtain, or cause to be obtained, all consents, authorizations, orders, and approvals, from all Governmental Authorities that may be or become necessary for the execution and delivery of this Agreement and the performance of all obligations pursuant to this Agreement including, but not limited to, the effective transfer to Surviving Company of all permits set forth on Schedule 6.06(a). The Parties shall not willfully take any action that will have the effect of delaying, impairing or impeding the receipt of any required consents, authorizations, orders, and approvals.
(b) If not completed prior to the date hereof by their mutual agreement, then in furtherance and not in limitation of the foregoing, ANDE and Marathon shall each make (i) as promptly as reasonably practicable but (and in any event no later than five business days within ten 10 Business Days after the date of this Agreement, the Contributors ) an appropriate filing of a Notification and the Recipients shall file with the Federal Trade Commission and the Department of Justice any notifications and other documents required Report Form pursuant to be filed by such party under the HSR Act with respect to the Transactions. The parties shall consult transactions contemplated hereby and (ii) as soon as reasonably practicable after the date hereof, prepare and file all other filings required to be filed with each other to respond promptly any Governmental Authority, including pursuant to any requests for other antitrust Laws as set forth on Schedule 6.06(a). ANDE and Marathon shall each use its reasonable best efforts to supply as promptly as reasonably practicable any additional information made by either of such agencies and documentary material that may be reasonably requested pursuant to the foregoing, and use its reasonable best efforts to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under periods, or to obtain the HSR Act to terminate or expire at necessary approvals, regarding the earliest possible date after the date of filingforegoing as soon as reasonably practicable. MLP will pay all If a single filing fees is sufficient under the HSR Act, but each party will bear its own costs except EESLP will bear then ANDE and Marathon shall pay the costs of EES Leasing for the preparation of any such filing.
(b) The Contributors and the Recipients shall filing fee thereof in good faith cooperate with each other and (i) promptly prepare and file all necessary documentation, (ii) effect all necessary applications, notices, petitions and filings and execute all agreements and documents, (iii) use commercially reasonable efforts proportion to obtain the transfer or issuance to the Recipients of all necessary consents, approvals and authorizations of all Governmental Authorities at the earliest possible date and (iv) use commercially reasonable efforts to obtain all consents, approvals and authorizations of all other parties, their ownership in the case Surviving Company. If ANDE and Marathon are required to each submit a filing under the HSR Act, then each shall pay their own filing fees. In either case, each will pay the fees and expenses of each of clauses (i) through (iv) above as are necessary or advisable to consummate the transactions contemplated by this Agreement at the earliest possible date or required by the terms of any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument to which any of the Contributors or the Recipients is a party or by which any of them is boundtheir own antitrust counsel.
(c) Notwithstanding anything in this Agreement, the Recipients agree that the Contributors’ obligations under this Agreement shall in no way require any Contributor to accept any condition or requirement of any regulatory approval that is or could reasonably be determined to be adverse to any Contributor or EXH.
Appears in 1 contract
Samples: Merger Agreement (Andersons, Inc.)
Regulatory Filings; Consents. (a) As promptly as practicable but in any event no later than five business days after the date Each of this Agreement, the Contributors Buyer and the Recipients Company and their respective Subsidiaries shall file with the Federal Trade Commission cooperate and the Department of Justice any notifications and other documents required to be filed by such party under the HSR Act with respect to the Transactions. The parties shall consult with each other to respond promptly to any requests for additional information made by either of such agencies and to cause the waiting periods under the HSR Act to terminate or expire at the earliest possible date after the date of filing. MLP will pay all filing fees under the HSR Act, but each party will bear its own costs except EESLP will bear the costs of EES Leasing for the preparation of any such filing.
(b) The Contributors and the Recipients shall in good faith cooperate with each other and use their respective commercially reasonable efforts (i) promptly to prepare and file all necessary documentationdocumentation (including the Proxy Statement-Prospectus), (ii) to effect all necessary applicationsfilings, notices, petitions and filings and execute all agreements and documents, (iii) use commercially reasonable efforts to obtain the transfer or issuance to the Recipients of all necessary permits, consents, approvals and authorizations of all third parties and Governmental Authorities at the earliest possible date and (iv) use commercially reasonable efforts to obtain all consents, approvals and authorizations of all other parties, in the case of each of clauses (i) through (iv) above as are necessary or advisable to consummate the transactions contemplated by this Agreement at Agreement, including, without limitation, the earliest possible date or required by Regulatory Approvals, (ii) to comply with the terms and conditions of such permits, consents, approvals and authorizations and (iii) to cause the Merger to be consummated as expeditiously as practicable (including by avoiding or setting aside any preliminary or permanent injunction or other order of any noteUnited States federal or state court of competent jurisdiction or any other Governmental Authority); provided, bondhowever, mortgagethat in no event shall Buyer be required to agree to any prohibition, indenturelimitation, deed of trust, license, franchise, permit, concession, contract, lease or other instrument requirement which would prohibit or materially limit the ownership or operation by Company or any of its Subsidiaries, or by Buyer or any of its Subsidiaries, of all or any material portion of the business or assets of Company or any of its Subsidiaries or Buyer or its Subsidiaries, or compel Buyer or any of its Subsidiaries to which dispose of or hold separate all or any material portion of the business or assets of Company or any of its Subsidiaries or Buyer or any of its Subsidiaries (together, the “Burdensome Conditions”). Buyer and Company will furnish each other and each other’s counsel with all information concerning themselves, their Subsidiaries, directors, trustees, officers and shareholders and such other matters as may be necessary or advisable in connection with the Proxy Statement-Prospectus and any application, petition or any other statement or application made by or on behalf of Buyer or Company to any Governmental Authority in connection with the transactions contemplated by this Agreement. Each party hereto shall have the right to review and approve in advance all characterizations of the information relating to such party and any of its Subsidiaries that appear in any filing made in connection with the transactions contemplated by this Agreement with any Governmental Authority. In addition, Buyer and Company shall each furnish to the other for review a copy of each such filing made in connection with the transactions contemplated by this Agreement with any Governmental Authority prior to its filing.
(b) Company will notify Buyer promptly and shall promptly furnish Buyer with copies of notices or other communications received by Company or any of its Subsidiaries of (i) any communication from any Person alleging that the consent of such Person (or another Person) is or may be required in connection with the transactions contemplated by this Agreement (and the response thereto from Company, its Subsidiaries or its representatives), (ii) subject to applicable Laws and the instructions of any Governmental Authority, any communication from any Governmental Authority in connection with the transactions contemplated by this Agreement (and the response thereto from Company, its Subsidiaries or its representatives) and (iii) any legal actions threatened or commenced against or otherwise affecting Company or any of its Subsidiaries that are related to the transactions contemplated by this Agreement (and the response thereto from Company, its Subsidiaries or its representatives). With respect to any of the Contributors foregoing, Company will consult with Buyer and its representatives so as to permit Company and Buyer and their respective representatives to cooperate to take appropriate measures to avoid or the Recipients is a party or by which mitigate any adverse consequences that may result from any of them is boundthe foregoing.
(c) Notwithstanding anything in this Agreement, the Recipients agree Buyer will notify Company promptly and shall promptly furnish Company with copies of notices or other communications received by Buyer or any of its Subsidiaries of (i) any communication from any Person alleging that the Contributors’ obligations under consent of such Person (or other Person) is or may be required in connection with the transactions contemplated by this Agreement shall in no way require any Contributor (and the response thereto from Buyer or its representatives), (ii) subject to accept any condition or requirement applicable Laws and the instructions of any regulatory approval Governmental Authority, any communication from any Governmental Authority in connection with the transactions contemplated by this Agreement (and the response thereto from Buyer or its representatives), and (iii) any legal actions threatened or commenced against or otherwise affecting Company or any of its Subsidiaries that is are related to the transactions contemplated by this Agreement (and the response thereto from Company, its Subsidiaries or could reasonably be determined to be adverse to any Contributor or EXHits representatives).
Appears in 1 contract
Regulatory Filings; Consents. (a) As promptly Each of the Buyer, the Seller and the Bank shall cooperate and use their respective commercially reasonable efforts (i) to, as soon as practicable but in any event no later than five business days after the date execution of this Agreement, the Contributors and the Recipients shall file with the Federal Trade Commission and the Department of Justice any notifications and other documents required prepare all documentation to be filed by such party under the HSR Act with respect to the Transactions. The parties shall consult with each other to respond promptly to any requests for additional information made by either of such agencies and to cause the waiting periods under the HSR Act to terminate or expire at the earliest possible date after the date of filing. MLP will pay all filing fees under the HSR Act, but each party will bear its own costs except EESLP will bear the costs of EES Leasing for the preparation of any such filing.
(b) The Contributors and the Recipients shall in good faith cooperate with each other and (i) promptly prepare and file all necessary documentation, (ii) effect all necessary applicationsfilings, notices, petitions and filings and execute all agreements and documents, (iii) use commercially reasonable efforts to obtain the transfer or issuance to the Recipients of all necessary permits, consents, approvals and authorizations of all any federal, state or local court, administrative agency or commission or other governmental authority or instrumentality (collectively “Governmental Authorities at the earliest possible date and (ivAuthorities”) use commercially reasonable efforts to obtain all consents, approvals and authorizations of all other parties, in the case of each of clauses (i) through (iv) above as are necessary or advisable to consummate the transactions contemplated by this Agreement at Agreement, including, without limitation, the earliest possible date or required filing by the Buyer of an application (the “Application”) with the Federal Reserve Bank of San Francisco pursuant to Section 3 of the Act, (ii) to comply with the terms and conditions of such permits, consents, approvals and authorizations and (iii) to cause the transactions contemplated hereby to be consummated as expeditiously as practicable (including by avoiding or setting aside any preliminary or permanent injunction or other order of any noteUnited States federal or state court of competent jurisdiction or any other Governmental Authority). The Buyer and the Seller will furnish each other and each other’s counsel with all information concerning themselves, bondtheir subsidiaries, mortgagedirectors, indenturetrustees, deed officers and shareholders and such other matters as may be necessary or advisable in connection with the Application or any other application, petition or any other statement or application made by or on behalf of trustthe Buyer or the Seller to any Governmental Authority in connection with the transactions contemplated by this Agreement. Each party hereto shall have the right to review and approve in advance all characterizations of the information relating to such party that appear in any filing made in connection with the transactions contemplated by this Agreement with any Governmental Authority. In addition, license, franchise, permit, concession, contract, lease the Buyer and the Seller shall each furnish to the other for review a copy of each such filing made in connection with the transactions contemplated by this Agreement with any Governmental Authority prior to its filing; provided that the Buyer shall not be required to give the Seller copies of any information concerning the Buyer that is considered confidential information of the Buyer as determined by the Buyer in its sole discretion.
(b) The Seller will notify the Buyer promptly and shall promptly furnish Buyer with copies of notices or other instrument to which any of communications received by the Contributors Seller or the Recipients Bank of (i) any communication from any Person alleging that the consent of such Person (or another Person) is a party or may be required in connection with the transactions contemplated by which this Agreement (and the response thereto from the Seller, the Bank or its representatives), (ii) subject to applicable Laws and the instructions of any of them is boundGovernmental Authority, any communication from any Governmental Authority in connection with the transactions contemplated by this Agreement (and the response thereto from the Seller, the Bank or its representatives) and (iii) any legal actions threatened or commenced against or otherwise affecting the Seller or the Bank that are related to the transactions contemplated hereby (and the response thereto from the Seller, the Bank or its representatives).
(c) Notwithstanding anything in this Agreement, The Buyer will notify the Recipients agree Seller promptly and shall promptly furnish the Seller with copies of notices or other communications received by the Buyer of (i) any communication from any Person alleging that the Contributors’ obligations under consent of such Person (or other Person) is or may be required in connection with the transactions contemplated by this Agreement shall in no way require any Contributor (and the response thereto from the Buyer or its representatives), (ii) subject to accept any condition or requirement applicable Laws and the instructions of any regulatory approval Governmental Authority, any communication from any Governmental Authority in connection with the transactions contemplated by this Agreement (and the portion of the response thereto from the Buyer or its representatives that is does not include confidential information of the Buyer as determined by the Buyer in its sole discretion), and (iii) any legal actions threatened or could reasonably be determined commenced against or otherwise affecting the Buyer that are related to be adverse to any Contributor the transactions contemplated by this Agreement (and the response thereto from the Buyer or EXHits representatives).
Appears in 1 contract
Samples: Stock Purchase Agreement (Vineyard National Bancorp)
Regulatory Filings; Consents. (a) As promptly as practicable but in any event no later than five business days after the date Each of this Agreement, the Contributors Purchaser and the Recipients Company and their respective Subsidiaries shall file with the Federal Trade Commission cooperate and the Department of Justice any notifications and other documents required to be filed by such party under the HSR Act with respect to the Transactions. The parties shall consult with each other to respond promptly to any requests for additional information made by either of such agencies and to cause the waiting periods under the HSR Act to terminate or expire at the earliest possible date after the date of filing. MLP will pay all filing fees under the HSR Act, but each party will bear its own costs except EESLP will bear the costs of EES Leasing for the preparation of any such filing.
(b) The Contributors and the Recipients shall in good faith cooperate with each other and use their respective commercially reasonable efforts (i) promptly to prepare and file all necessary documentation, (ii) documentation to effect all necessary applicationsfilings, notices, petitions and filings and execute all agreements and documents, (iii) use commercially reasonable efforts to obtain the transfer or issuance to the Recipients of all necessary permits, consents, approvals and authorizations of all third parties and Governmental Authorities at the earliest possible date and (iv) use commercially reasonable efforts to obtain all consents, approvals and authorizations of all other parties, in the case of each of clauses (i) through (iv) above as are necessary or advisable to consummate the transactions contemplated by this Agreement at Agreement, the earliest possible date or Regulatory Approvals and all other consents and approvals of any Governmental Authority required by to consummate the Merger in the manner contemplated herein, (ii) to comply with the terms and conditions of any notesuch permits, bondconsents, mortgageapprovals and authorizations, indentureand (iii) to cause the transactions contemplated by this Agreement to be consummated as expeditiously as practicable; provided, deed of trusthowever, license, franchise, permit, concession, contract, lease notwithstanding the foregoing or other instrument anything to which any of the Contributors or the Recipients is a party or by which any of them is bound.
(c) Notwithstanding anything contrary in this Agreement, the Recipients nothing contained herein shall be deemed to require Purchaser or any of its Subsidiaries or Company or any of its Subsidiaries to take any action, or commit to take any action, or agree that the Contributors’ obligations under this Agreement shall in no way require any Contributor to accept any condition or requirement restriction, in connection with obtaining the foregoing permits, consents, approvals and authorizations of any regulatory approval Governmental Authority that would reasonably be likely to have a material and adverse effect (measured on a scale relative to Company) on the condition (financial or otherwise), results of operations, liquidity, assets or deposit liabilities, properties or business of Purchaser or any of its Subsidiaries, after giving effect to the Merger (together, the “Burdensome Conditions”). Purchaser and Company will furnish each other and each other’s counsel with all information concerning themselves, their Subsidiaries, directors, officers and shareholders and such other matters as may be necessary or advisable in connection with any application, petition or any other statement or application made by or on behalf of Purchaser or Company to any Governmental Authority in connection with the transactions contemplated by this Agreement. Each party hereto shall have the right to review and approve in advance all characterizations of the information relating to such party and any of its Subsidiaries that appear in any filing made in connection with the transactions contemplated by this Agreement with any Governmental Authority, other than material filed in connection therewith under a claim of confidentiality. Purchaser shall, as soon as is practicable, but no later than thirty (30) days after the date hereof, make all filings with Governmental Authorities. In addition, Purchaser and Company shall each furnish to the other for review a copy of the non-confidential portions of each such filing made in connection with the transactions contemplated by this Agreement with any Governmental Authority prior to its filing.
(b) Company will use its commercially reasonable efforts, and Purchaser shall reasonably cooperate with Company at Company’s request, to obtain all consents, approvals, authorizations, waivers or similar affirmations described on Company Disclosure Schedule 3.13(c). Each Party will notify the other Party promptly and shall promptly furnish the other Party with copies of notices or other communications received by such Party or any of its Subsidiaries of any communication from any Person alleging that the consent of such Person (or another Person) is or could reasonably may be determined required in connection with the transactions contemplated by this Agreement (and the response thereto from such Party, its Subsidiaries or its representatives). Company will consult with Purchaser and its representatives as often as practicable under the circumstances so as to be permit Company and Purchaser and their respective representatives to cooperate to take appropriate measures to obtain such consents and avoid or mitigate any adverse to any Contributor or EXHconsequences that may result from the foregoing.
Appears in 1 contract
Samples: Merger Agreement (Seacoast Banking Corp of Florida)
Regulatory Filings; Consents. (a) As promptly as practicable but In furtherance and not in any event no later than five business days after limitation of the date of this Agreementforegoing, the Contributors Purchaser (and with respect to the filings under the HSR Act, the Seller and the Recipients Company) shall file with the Federal Trade Commission make (i) an appropriate filing of a Notification and the Department of Justice any notifications and other documents required Report Form pursuant to be filed by such party under the HSR Act with respect to the Transactionstransactions contemplated hereby within ten (10) Business Days after the date of this Agreement and (ii) file or cause to be filed appropriate filings or draft filings, notices or applications (where required by the relevant Antitrust Laws or where pre-notification or equivalent procedures are mandatory or advisable) under the other Antitrust Laws set forth on Schedule 8.05(a) with respect to this Agreement and the transactions contemplated herein as soon as reasonably practicable. The Each of the Seller, the Company and the Purchaser shall use its reasonable best efforts to supply as promptly as reasonably practicable any additional information and documentary material that may be reasonably requested pursuant to the foregoing (including with respect to information requests received from the relevant Governmental Entity following submission of the relevant filings, submissions or notices), and use its reasonable best efforts to take all other actions necessary to cause the expiration or termination of the applicable waiting periods and obtain all consents in connection with the foregoing as soon as reasonably practicable.
(b) Except as prohibited by applicable Law or Order, each of the Purchaser, the Seller and the Company shall use its reasonable best efforts to (i) cooperate reasonably with each other in connection with any filing or submission with a Governmental Entity in connection with the transactions contemplated hereby and in connection with any investigation or other inquiry by or before a Governmental Entity relating to the transactions contemplated hereby, (ii) promptly inform the other parties shall of (and, if in writing, supply to the other parties’ legal counsel) any material communication, other than any ministerial communications, received by such party from, or given by such party to, the Federal Trade Commission, the Antitrust Division of the Department of Justice, or any other similar Governmental Entity (foreign or domestic), in each case regarding any of the transactions contemplated hereby, (iii) consult with each other prior to respond promptly taking any material position with respect to any requests for additional information made by either of such agencies and to cause the waiting periods filings under the HSR Act or filings under other Antitrust Laws in discussions with or filings to terminate or expire at be submitted to any Governmental Entity, (iv) permit the earliest possible date after other parties’ legal counsel to review and discuss in advance, and consider in good faith the date views of filing. MLP will pay all filing fees the other parties in connection with, any analyses, presentations, memoranda, briefs, arguments, opinions and proposals to be submitted to any Governmental Entity with respect to filings under the HSR Act, but each (v) coordinate with the other parties’ legal counsel in preparing and exchanging such information and promptly provide the other parties’ legal counsel with copies of all filings, presentations or material submissions (and a summary of any oral presentations) made by such party will bear its own costs except EESLP will bear with any Governmental Entity relating to this Agreement or the costs transactions contemplated hereby under the HSR Act and such other Antitrust Laws, which may be redacted for confidential information or otherwise shared on an outside counsel only basis, and (vi) to the extent permitted by the Governmental Entity, participate in material meetings, presentations, consultations, and discussions related to obtaining clearances required in connection with the transactions contemplated hereby. Notwithstanding anything to the contrary herein, the Purchaser shall, on behalf of EES Leasing the parties, have control over and lead the strategy for obtaining any clearances required in connection with the preparation transactions contemplated hereby and shall take the lead in all joint meetings and communications with any Governmental Entity in connection with obtaining such clearances and in any litigation under the HSR Act or other Antitrust Law; provided, that the Purchaser shall, to the extent reasonably practicable, consult in advance with the Seller and the Company and consider in good faith the Seller’s and the Company’s views regarding the overall strategic direction of any such filing.
(b) The Contributors approval process, as applicable, and consult with the Recipients shall in good faith cooperate with each other and (i) promptly prepare and file all necessary documentationCompany prior to taking any material substantive positions, (ii) effect all necessary applications, notices, petitions and filings and execute all agreements and documents, (iii) use commercially reasonable efforts to obtain the transfer or issuance to the Recipients of all necessary consents, approvals and authorizations of all Governmental Authorities at the earliest possible date and (iv) use commercially reasonable efforts to obtain all consents, approvals and authorizations of all other parties, in the case of each of clauses (i) through (iv) above as are necessary or advisable to consummate the transactions contemplated by this Agreement at the earliest possible date or required by the terms of any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease making dispositive motions or other instrument to which material substantive filings or submissions or entering into any of the Contributors or the Recipients is a party or by which any of them is boundnegotiations concerning such approvals, as applicable.
(c) Notwithstanding anything Unless prohibited by applicable Law or Order or by the applicable Governmental Entity, each of the Seller and the Company, on one hand, and the Purchaser, on the other hand, shall (i) to the extent reasonably practicable and permissible by the relevant Governmental Entity, not participate in this Agreementor attend any material meeting, or engage in any material conversation (other than ministerial conversations) with any Governmental Entity in respect of the Recipients agree that transactions contemplated hereby without the Contributors’ obligations under other, (ii) to the extent reasonably practicable, give the other reasonable prior notice of any such meeting or conversation and (iii) in the event one such party is prohibited by applicable Law or Order or by the applicable Governmental Entity from participating or attending any such meeting or engaging in any such conversation, or it has not been reasonably practicable to include the non-participating party, keep such non-participating party reasonably apprised with respect thereto.
(d) Nothing in this Agreement shall obligate the Purchaser (including any of its Subsidiaries or Affiliates) to (i) agree to limit in no way require any Contributor manner whatsoever or not to accept exercise any condition or requirement rights of ownership of any regulatory approval securities (including the Membership Interests), or to divest, dispose of or hold separate any securities or all or a portion of their respective businesses, assets or properties or of the business, assets or properties of the Company or any Subsidiary of the Company; (ii) agree to limit in any manner whatsoever the ability of such entities (A) to conduct their respective businesses or own such assets or properties or to conduct the businesses or own the properties or assets of the Company and any Subsidiary of the Company, or (B) to control their respective businesses or operations or the businesses or operations of the Company and any Subsidiary of the Company; (iii) otherwise take or commit to take any other action that would limit the Purchaser’s freedom of action with respect to, or its ability to retain or hold, directly or indirectly, any businesses, assets, equity interests, product lines or properties of the Purchaser or the Company (including any of their respective Subsidiaries), in each case to obtain all approvals, consents, clearances, expirations or terminations of waiting periods, registrations, permits, authorizations and other confirmations required directly or indirectly under the HSR Act or other Antitrust Law or to avoid the commencement of any action to prohibit the transactions contemplated hereby under the HSR Act or other Antitrust Law; or (iv) contest and resist any such action or proceeding, or to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other Order in any action or proceeding seeking to prohibit the transactions contemplated hereby or delay the Closing beyond the Termination Date, or to seek to have vacated, lifted, dissolved, reversed or overturned any decree, judgment, injunction or other Order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or could reasonably restricts consummation of the transactions contemplated hereby; provided that the Purchaser shall be determined obligated, if doing so is reasonable taking into account the economic consequences of the effects of Section 8.16 if such actions were not taken, to be adverse take ministerial actions, agree to immaterial restrictions on the conduct of a particular business of the Company (subject to the reasonable availability of relief therefrom or expiration thereof) or make payments of fees in de minimis amounts, in each case, to the extent required by any Contributor Governmental Entity in connection with obtaining applicable approvals, consents, clearances, expirations or EXHterminations of waiting periods, registrations, permits, authorizations and other confirmations required by Antitrust Laws thereof, or to avoid the commencement of any action to prohibit the transactions contemplated hereby under such Antitrust Laws.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Tenneco Inc)
Regulatory Filings; Consents. (a) As promptly as practicable but in any event no later than five business days after the date Each of this Agreement, the Contributors Buyer and the Recipients Company and their respective Subsidiaries shall file with the Federal Trade Commission cooperate and the Department of Justice any notifications and other documents required to be filed by such party under the HSR Act with respect to the Transactions. The parties shall consult with each other to respond promptly to any requests for additional information made by either of such agencies and to cause the waiting periods under the HSR Act to terminate or expire at the earliest possible date after the date of filing. MLP will pay all filing fees under the HSR Act, but each party will bear its own costs except EESLP will bear the costs of EES Leasing for the preparation of any such filing.
(b) The Contributors and the Recipients shall in good faith cooperate with each other and use their respective commercially reasonable efforts (i) promptly to prepare and file all necessary documentationdocumentation (including the Proxy Statement-Prospectus), (ii) to effect all necessary applicationsfilings, notices, petitions and filings and execute all agreements and documents, (iii) use commercially reasonable efforts to obtain the transfer or issuance to the Recipients of all necessary permits, consents, approvals and authorizations of all third parties and Governmental Authorities at the earliest possible date and (iv) use commercially reasonable efforts to obtain all consents, approvals and authorizations of all other parties, in the case of each of clauses (i) through (iv) above as are necessary or advisable to consummate the transactions contemplated by this Agreement at Agreement, including, without limitation, all Regulatory Approvals and all other consents and approvals of a Governmental Authority required to consummate the earliest possible date or required by Merger in the manner contemplated herein, (ii) to comply with the terms and conditions of such permits, consents, approvals and authorizations and (iii) to cause the transactions contemplated by this Agreement to be consummated as expeditiously as practicable (including by avoiding or setting aside any preliminary or permanent injunction or other order of any noteUnited States federal or state court of competent jurisdiction or any other Governmental Authority); provided, bondhowever, mortgagethat in no event shall Buyer be required to agree to any prohibition, indenturelimitation, deed of trust, license, franchise, permit, concession, contract, lease or other instrument requirement which would prohibit or materially limit the ownership or operation by Company or any of its Subsidiaries, or by Buyer or any of its Subsidiaries, of all or any material portion of the business or assets of Company or any of its Subsidiaries or Buyer or its Subsidiaries, or compel Buyer or any of its Subsidiaries to which dispose of or hold separate all or any material portion of the business or assets of Company or any of its Subsidiaries or Buyer or any of its Subsidiaries (together, the “Burdensome Conditions”). Buyer and Company will furnish each other and each other’s counsel with all information concerning themselves, their Subsidiaries, directors, trustees, officers and stockholders and such other matters as may be necessary or advisable in connection with the Proxy Statement-Prospectus and any application, petition or any other statement or application made by or on behalf of Buyer or Company to any Governmental Authority in connection with the transactions contemplated by this Agreement. Each party hereto shall have the right to review and approve in advance all characterizations of the information relating to such party and any of its Subsidiaries that appear in any filing made in connection with the transactions contemplated by this Agreement with any Governmental Authority. In addition, Buyer and Company shall each furnish to the other for review a copy of each such filing made in connection with the transactions contemplated by this Agreement with any Governmental Authority prior to its filing.
(b) Company will notify Buyer promptly and shall promptly furnish Buyer with copies of notices or other communications received by Company or any of its Subsidiaries of (i) any communication from any Person alleging that the consent of such Person (or another Person) is or may be required in connection with the transactions contemplated by this Agreement (and the response thereto from Company, its Subsidiaries or its representatives), (ii) subject to applicable Laws and the instructions of any Governmental Authority, any communication from any Governmental Authority in connection with the transactions contemplated by this Agreement (and the response thereto from Company, its Subsidiaries or its representatives) and (iii) any legal actions threatened or commenced against or otherwise affecting Company or any of its Subsidiaries that are related to the transactions contemplated by this Agreement (and the response thereto from Company, its Subsidiaries or its representatives). With respect to any of the Contributors foregoing, Company will consult with Buyer and its representatives so as to permit Company and Buyer and their respective representatives to cooperate to take appropriate measures to avoid or the Recipients is a party or by which mitigate any adverse consequences that may result from any of them is boundthe foregoing.
(c) Notwithstanding anything in this Agreement, the Recipients agree Buyer will notify Company promptly and shall promptly furnish Company with copies of notices or other communications received by Buyer or any of its Subsidiaries of (i) any communication from any Person alleging that the Contributors’ obligations under consent of such Person (or other Person) is or may be required in connection with the transactions contemplated by this Agreement shall in no way require any Contributor (and the response thereto from Buyer or its representatives), (ii) subject to accept any condition or requirement applicable Laws and the instructions of any regulatory approval Governmental Authority, any communication from any Governmental Authority in connection with the transactions contemplated by this Agreement (and the response thereto from Buyer or its representatives), and (iii) any legal actions threatened or commenced against or otherwise affecting Company or any of its Subsidiaries that is are related to the transactions contemplated by this Agreement (and the response thereto from Company, its Subsidiaries or could reasonably be determined to be adverse to any Contributor or EXHits representatives).
Appears in 1 contract
Samples: Merger Agreement (Peoples Federal Bancshares, Inc.)
Regulatory Filings; Consents. (a) As Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use its reasonable best efforts to take, or cause to be taken, all actions that are necessary, proper or advisable under this Agreement and applicable Law to cause the conditions set forth in Article 6 to be satisfied and to consummate and make effective the Merger and the other Transactions as promptly as practicable but practicable. In furtherance and not in any event no later than five business days limitation of the foregoing, Parent (and the Company, as applicable) shall make (i) an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby within ten (10) Business Days after the date of this Agreement, (ii) file or cause to be filed appropriate filings or draft filings, notices or applications (where required by the Contributors relevant Antitrust Laws or where pre-notification or equivalent procedures are mandatory or advisable) under the other Antitrust Laws set forth on Section 5.7(a) of the Company Disclosure Schedule with respect to this Agreement and the Recipients transactions contemplated herein as soon as reasonably practicable, (iii) file or cause to be filed appropriate filings, notices or applications, as applicable, for foreign investment clearance of any jurisdiction set forth on Section 5.7(a) of the Company Disclosure Schedule (“FDI Approval”) with respect to this Agreement and the transactions contemplated herein as soon as reasonably practicable and (iv) any filings required to consummate the Transactions under the Communications Act of 1934 and the rules and regulations promulgated by the FCC. The Company, Parent and Merger Sub shall file use reasonable best efforts to supply as promptly as reasonably practicable any additional information and documentary material that may be reasonably requested pursuant to the foregoing (including with respect to information requests received from the relevant Governmental Entity following submission of the relevant filings, submissions or notices), and use its reasonable best efforts to take all other actions necessary to cause the expiration or termination of the applicable waiting periods and obtain all consents in connection with the foregoing as soon as reasonably practicable. Notwithstanding the foregoing, any party hereto may, as it deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other parties hereto under this Section 5.7 as “outside counsel only.” Such materials and the information contained therein shall be given only to the outside counsel of the recipient party, and the recipient party shall cause such outside counsel not to disclose such materials or information to any employees, officers, directors or other Representatives of the recipient party, unless express written permission is obtained in advance from the source of the materials.
(b) Except as prohibited by applicable Law or Order, Parent, Merger Sub and the Company shall use reasonable best efforts to (i) cooperate reasonably with each other in connection with any filing or submission with a Governmental Entity in connection with the Transactions and in connection with any investigation or other inquiry by or before a Governmental Entity relating to the Transactions, (ii) promptly inform the other parties hereto of (and, if in writing, supply to the other parties’ legal counsel) any material communication, other than any ministerial communications, received by such party from, or given by such party to, the Federal Trade Commission and Commission, the Antitrust Division of the Department of Justice Justice, or any notifications and other documents required similar Governmental Entity (foreign or domestic), in each case regarding any of the Transactions, (iii) consult with each other prior to be filed by such party taking any material position with respect to the filings under the HSR Act or filings under other Antitrust Laws, or with respect to the Transactions. The parties shall consult any FDI Approval, in discussions with each other or filings to respond promptly be submitted to any requests for additional information made by either Governmental Entity, (iv) permit the other parties’ legal counsel to review and discuss in advance, and consider in good faith the views of such agencies the other parties in connection with, any analyses, presentations, memoranda, briefs, arguments, opinions and proposals to cause the waiting periods be submitted to any Governmental Entity with respect to filings under the HSR Act or under any other Antitrust Laws, or with respect to terminate any FDI Approval, (v) coordinate with the other parties’ legal counsel in preparing and exchanging such information and promptly provide the other parties’ legal counsel with copies of all filings, presentations or expire at material submissions (and a summary of any oral presentations) made by such party with any Governmental Entity relating to this Agreement or the earliest possible date after transactions contemplated hereby under the date HSR Act and such other Antitrust Laws, or with respect to any FDI Approval, which may be redacted for confidential information or otherwise shared on an outside counsel only basis, and (vi) to the extent permitted by the Governmental Entity, participate in material meetings, presentations, consultations, and discussions related to obtaining clearances required in connection with the transactions contemplated hereby. Subject to applicable Law, the parties hereto will consult and cooperate with one another in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of filing. MLP will pay all filing fees any party relating to proceedings under the HSR Act, but each party will bear its own costs except EESLP will bear any Antitrust Law or with respect to any FDI Approval. Notwithstanding the costs forgoing and anything to the contrary contained in this Agreement, the Parent shall control and lead (with prior notice to and consultation of EES Leasing for the preparation of Company, and taking the Company’s views into account in good faith) all communications and strategy relating to any such filingprocess under the HSR Act, any Antitrust Law and with respect to any FDI Approval.
(bc) The Contributors Unless prohibited by applicable Law or Order or by the applicable Governmental Entity, each of the Company, on one hand, and Parent and Merger Sub, on the Recipients other hand, shall in good faith cooperate with each other and (i) promptly prepare to the extent reasonably practicable and file all necessary documentationpermissible by the relevant Governmental Entity, not participate in or attend any material meeting, or engage in any material conversation (other than ministerial conversations) with any Governmental Entity in respect of the Transactions without the other, (ii) effect all necessary applicationsto the extent reasonably practicable, notices, petitions give the other reasonable prior notice of any such material meeting or material conversation and filings and execute all agreements and documents, (iii) in the event one such party is prohibited by applicable Law or Order or by the applicable Governmental Entity from participating or attending any such material meeting or engaging in any such material conversation, or it has not been reasonably practicable to include the non-participating party, keep such non-participating party reasonably apprised with respect thereto.
(d) In furtherance and not in limitation of the actions and obligations described in Section 5.7(b) and Section 5.7(c), Parent shall use commercially its reasonable best efforts to obtain the transfer or issuance promptly (and in any event, prior to the Recipients of all necessary consentsOutside Date) resolve such objections, approvals and authorizations of all if any, as may be asserted by any Governmental Authorities at the earliest possible date and (iv) use commercially reasonable efforts Entity with respect to obtain all consents, approvals and authorizations of all other parties, in the case of each of clauses (i) through (iv) above as are necessary or advisable to consummate the transactions contemplated by this Agreement at under the earliest possible date HSR Act, any Antitrust Law or required with respect to any FDI Approval. In connection therewith, if any Proceeding is instituted (or threatened to be instituted), which Proceeding challenges any transaction contemplated by this Agreement as in violation of the terms HSR Act or any other Antitrust Law, or threatens to result in the denial of any noteFDI Approval, bondParent shall use its reasonable best efforts to promptly contest and resist any such Proceeding, mortgageand seek to have promptly vacated, indenturelifted, deed of trustreversed or overturned any decree, licensejudgment, franchise, permit, concession, contract, lease injunction or other instrument to which any order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents, limits or restricts the consummation of the Contributors transactions contemplated by this Agreement, including by pursuing all available avenues of administrative and judicial appeal. Parent shall use its reasonable best efforts to take such actions as may be required to cause the expiration or termination of the Recipients is a party waiting, notice or by which review periods under the HSR Act, any Antitrust Law or with respect to any FDI Approval, in each case, with respect to the Transactions as promptly as possible after the execution of them is bound.
this Agreement (cand in any event prior to the Outside Date). Parent shall not more than one (1) time, without prior written consent of the Company, and taking the Company’s views into account in good faith, “pull-and-refile,” pursuant to 16 C.F.R. 803.12, any filing made under the HSR Act or take any similar action under the Antitrust Laws, or with respect to any FDI Approval, set forth on Section 5.7(a) of the Company Disclosure Schedule, in each case, with respect to any filing made with any Governmental Entity. Notwithstanding anything to the contrary in this Agreement, Parent or any of its affiliates shall not be required by this Agreement to make any notification to any Governmental Entity where not otherwise required by Law regarding any proposed transaction (other than the Recipients agree Transactions).
(e) Parent further agrees that it shall, and shall cause its Subsidiaries to, to the Contributors’ extent necessary to obtain any waiver, permit, approval, clearance or consent from any Governmental Entity under the HSR Act or any Antitrust Law or any FDI Approval or which is otherwise required to satisfy the conditions set forth in Section 6.1(b) or Section 6.1(c), as applicable, or to avoid the entry of or have lifted, vacated, reversed or terminated any Closing Legal Impediment, in each case, prior to the Outside Date, promptly take the following actions: (i) propose, negotiate and offer to commit and to effect (and if such offer is accepted, commit to and effect), by consent decree, hold separate order or otherwise, the sale, divestiture, transfer, license or other disposition (including by licensing any Intellectual Property) of any assets or businesses of the Company or its Subsidiaries; (ii) propose, negotiate and offer to commit and to effect (and if such offer is accepted, commit to and effect), by consent decree, hold separate order or otherwise, behavioral limitations on the assets or businesses of the Company or its Subsidiaries; (iii) propose, negotiate and offer to commit and to effect (and if such offer is accepted, commit to and effect), by consent decree, hold separate order or otherwise, the termination, modification, transfer or other action with respect to any existing relationships and contractual rights and obligations of the Company and its Subsidiaries; (iv) otherwise offer to take or offer to commit to take any action that it is capable of taking and, if the offer is accepted, take or commit to take such action, that limits or affects its freedom of action; and (v) in the event that any permanent or preliminary injunction or other Order of any Governmental Entity is entered or becomes reasonably foreseeable to be entered in any Proceeding that would make consummation of the Transactions unlawful or that would prevent or delay consummation of the Transactions, any and all steps (including the appeal thereof, the posting of a bond or the taking of the steps contemplated by clauses (i), (ii), (iii) and (iv) of this Section 5.7(e)) necessary to vacate, modify or suspend such injunction or Order; provided, however, that Parent and its Subsidiaries shall not be obligated to take the foregoing actions contemplated by this sentence, in each case, to the extent such actions would have or would reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, operations or financial condition of the Company and its Subsidiaries, taken as a whole, after giving effect to the Merger. Notwithstanding anything to the contrary herein, Parent’s obligations under this Agreement Section 5.7(e) shall be absolute and not qualified by “commercially reasonable efforts” or “reasonable best efforts.” The entry by any Governmental Entity in no way require any Contributor Proceeding of an Order permitting the consummation of the transactions contemplated hereby but requiring any of the steps contemplated by clauses (i), (ii), (iii) and (iv) of this Section 5.7(e) shall not, individually or in the aggregate, be deemed a failure to accept satisfy any condition specified in Article 6.
(f) Notwithstanding anything to the contrary in this Section 5.7, from the date of this Agreement until the Closing, neither Parent nor any of its affiliates shall acquire or requirement agree to acquire, by merging with or into or consolidating with, or by purchasing a substantial portion of the assets of or any regulatory approval that is equity in, or could by any other manner, any assets or Person, if the execution and delivery of a definitive agreement relating to, or the consummation of, such acquisition would be reasonably be determined expected to be adverse to any Contributor or EXHprevent the consummation of the Transactions by the Outside Date.
Appears in 1 contract
Samples: Merger Agreement (Tenneco Inc)
Regulatory Filings; Consents. (a) As promptly as practicable but in any event no later than five business days after the date Each of this Agreement, the Contributors Buyer and the Recipients Parent and Bank and their respective Subsidiaries shall file with the Federal Trade Commission cooperate and the Department of Justice any notifications and other documents required to be filed by such party under the HSR Act with respect to the Transactions. The parties shall consult with each other to respond promptly to any requests for additional information made by either of such agencies and to cause the waiting periods under the HSR Act to terminate or expire at the earliest possible date after the date of filing. MLP will pay all filing fees under the HSR Act, but each party will bear use its own costs except EESLP will bear the costs of EES Leasing for the preparation of any such filing.
(b) The Contributors and the Recipients shall in good faith cooperate with each other and commercially reasonable efforts (i) promptly to prepare and file all necessary documentation, (ii) to promptly effect all necessary applicationsfilings, notices, petitions and filings and execute all agreements and documents, (iii) use commercially reasonable efforts to obtain the transfer or issuance to the Recipients of all necessary permits, consents, approvals and authorizations of all third parties and Governmental Authorities at the earliest possible date and (iv) use commercially reasonable efforts to obtain all consents, approvals and authorizations of all other parties, in the case of each of clauses (i) through (iv) above as are necessary or advisable to consummate the transactions contemplated by this Agreement, including, without limitation, the Regulatory Approvals and all other consents and approvals of a Governmental Authority required to consummate the Stock Sale and, if necessary, the Bank Dividend, in the manner contemplated herein, and to use commercially reasonable efforts to make all such filings no later than November 30, 2015, (ii) to comply with the terms and conditions of such permits, consents, approvals and authorizations and (iii) to cause the transactions contemplated by this Agreement at to be consummated as expeditiously as practicable; provided, however, that in no event shall Buyer be required to agree to any prohibition, limitation, or other requirement which would (a) prohibit or materially limit the earliest possible date ownership or required operation by the terms Bank or any of its Subsidiaries, or by Buyer or any of its Subsidiaries, of all or any material portion of the business or assets of the Bank or any of its Subsidiaries or Buyer or its Subsidiaries, (b) compel Buyer or any of its Subsidiaries to dispose of all or any material portion of the business or assets of the Bank or any of its Subsidiaries or Buyer or any of its Subsidiaries or continue any portion of any noteRegulatory Agreement against Buyer after the Stock Sale or (c) result in restrictions on Buyer’s or Buyer Bank’s capital management strategies (together, bondthe “Burdensome Conditions”). Buyer and Parent will furnish each other and each other’s counsel with all information concerning themselves, mortgagetheir Subsidiaries, indenturedirectors, deed trustees, officers and shareholders and such other matters as may be necessary or advisable in connection with any application, petition or any other statement or application made by or on behalf of trustBuyer or Parent to any Governmental Authority in connection with the transactions contemplated by this Agreement. Each party hereto shall have the right to review and approve in advance all characterizations of the information relating to such party and any of its Subsidiaries that appear in any filing made in connection with the transactions contemplated by this Agreement with any Governmental Authority. In addition, license, franchise, permit, concession, contract, lease Buyer and Parent shall each furnish to the other for review a copy of each such filing made in connection with the transactions contemplated by this Agreement with any Governmental Authority prior to its filing.
(b) Parent will notify Buyer promptly and shall promptly furnish Buyer with copies of notices or other instrument communications received by Parent, the Bank or any of their Subsidiaries of (i) any communication from any Person alleging that the consent of such Person (or another Person) is or may be required in connection with the transactions contemplated by this Agreement (and the response thereto from Parent, the Bank or any of their Subsidiaries or their representatives), (ii) subject to which applicable Laws and the instructions of any Governmental Authority, any communication from any Governmental Authority in connection with the transactions contemplated by this Agreement (and the response thereto from Parent, the Bank or any of their Subsidiaries or their representatives) and (iii) any legal actions threatened or commenced against or otherwise affecting Parent, the Bank or any of their Subsidiaries that are related to the transactions contemplated by this Agreement (and the response thereto from Parent, the Bank or any of their Subsidiaries or their representatives). With respect to any of the Contributors foregoing, Parent will consult with Buyer and its representatives as often as reasonably practicable under the circumstances so as to permit Parent and Buyer and their respective representatives to cooperate to take appropriate measures to avoid or the Recipients is a party or by which mitigate any adverse consequences that may result from any of them is boundthe foregoing.
(c) Notwithstanding anything Buyer will notify Parent promptly and shall promptly furnish Parent with copies of notices or other communications received by Buyer or any of its Subsidiaries of (i) any communication from any Person alleging that the consent of such Person (or other Person) is or may be required in connection with the transactions contemplated by this AgreementAgreement (and the response thereto from Buyer or its representatives), (ii) subject to applicable Laws and the instructions of any Governmental Authority, any communication from any Governmental Authority in connection with the transactions contemplated by this Agreement (and the response thereto from Buyer or its representatives), and (iii) any legal actions threatened or commenced against or otherwise affecting Buyer any of its Subsidiaries that are related to the transactions contemplated by this Agreement (and the response thereto from Buyer, its Subsidiaries or its representatives). With respect to any of the foregoing, Buyer will consult with Parent, the Recipients agree Bank and their representatives as often as reasonably practicable under the circumstances so as to permit Parent, the Bank and their respective representatives to cooperate to take appropriate measures to avoid or mitigate any adverse consequences that may result from any of the Contributors’ obligations under foregoing.
(d) Notwithstanding the foregoing and except as otherwise required by applicable Law, Parent agrees not to initiate or engage in any contact or communication with any Governmental Authority about the transactions contemplated by this Agreement shall in no way require any Contributor to accept any condition and the Regulatory Approvals without the presence of or requirement prior approval of any regulatory representatives of the Buyer, such approval that is or could reasonably be determined not to be adverse to any Contributor unreasonably withheld, conditioned or EXHdelayed.
Appears in 1 contract
Regulatory Filings; Consents. (a) As promptly as practicable but in any event no later than five business days after the date Each of this Agreement, the Contributors FBMS and the Recipients FPB and their respective Subsidiaries shall file with the Federal Trade Commission cooperate and the Department of Justice any notifications and other documents required to be filed by such party under the HSR Act with respect to the Transactions. The parties shall consult with each other to respond promptly to any requests for additional information made by either of such agencies and to cause the waiting periods under the HSR Act to terminate or expire at the earliest possible date after the date of filing. MLP will pay all filing fees under the HSR Act, but each party will bear its own costs except EESLP will bear the costs of EES Leasing for the preparation of any such filing.
(b) The Contributors and the Recipients shall in good faith cooperate with each other and use their respective reasonable best efforts (i) to promptly prepare all documentation (including the Registration Statement and file all necessary documentationthe Proxy Statement-Prospectus), (ii) and to effect all necessary applicationsfilings, notices, petitions and filings and execute all agreements and documents, (iii) use commercially reasonable efforts to obtain the transfer or issuance to the Recipients of all necessary permits, consents, approvals and authorizations of all third parties and Governmental Authorities at the earliest possible date and (iv) use commercially reasonable efforts to obtain all consents, approvals and authorizations of all other parties, in the case of each of clauses (i) through (iv) above as are necessary or advisable to consummate the transactions contemplated by this Agreement at Agreement, the earliest possible date or Regulatory Approvals and all other consents and approvals of a Governmental Authority required by to consummate the Merger in the manner contemplated herein, (ii) to comply with the terms and conditions of any notesuch permits, bondconsents, mortgageapprovals and authorizations and (iii) to cause the transactions contemplated by this Agreement to be consummated as expeditiously as practicable; provided, indenturehowever, deed of trust, license, franchise, permit, concession, contract, lease notwithstanding the foregoing or other instrument anything to which any of the Contributors or the Recipients is a party or by which any of them is bound.
(c) Notwithstanding anything contrary in this Agreement, nothing contained herein shall be deemed to require FBMS or any of its Subsidiaries or FPB or any of its Subsidiaries to take any non-standard action, or commit to take any such action, or agree to any non-standard condition or restriction, in connection with obtaining the Recipients agree foregoing permits, consents, approvals and authorizations of any Governmental Authority that would reasonably be likely to have a material and adverse effect (measured on a scale relative to FPB) on the condition (financial or otherwise), results of operations, liquidity, assets or deposit liabilities, properties or business of FBMS, FPB, the Surviving Entity or the Surviving Bank, after giving effect to the Merger (“Burdensome Condition”). FBMS and FPB will furnish each other and each other’s counsel with all information concerning themselves, their Subsidiaries, directors, trustees, officers and shareholders and such other matters as may be necessary or advisable in connection with any application, petition or any other statement or application made by or on behalf of FBMS or FPB to any Governmental Authority in connection with the transactions contemplated by this Agreement. Each Party shall have the right to review and approve in advance all characterizations of the information relating to such party and any of its Subsidiaries that appear in any filing made in connection with the transactions contemplated by this Agreement with any Governmental Authority. In addition, FBMS and FPB shall each furnish to the other for review a copy of each such filing made in connection with the transactions contemplated by this Agreement with any Governmental Authority prior to its filing.
(b) FPB will use its commercially reasonable efforts, and FBMS shall reasonably cooperate with FPB at FPB’s request, to obtain all consents, approvals, authorizations, waivers or similar affirmations described on FPB Disclosure Schedule 3.12(c). Each Party will notify the other Party promptly and shall promptly furnish the other Party with copies of notices or other communications received by such Party or any of its Subsidiaries of any communication from any Person alleging that the Contributors’ obligations under consent of such Person (or another Person) is or may be required in connection with the transactions contemplated by this Agreement shall in no way require (and the response thereto from such Party, its Subsidiaries or its representatives). FPB will consult with FBMS and its representatives as often as practicable under the circumstances so as to permit FPB and FBMS and their respective representatives to cooperate to take appropriate measures to obtain such consents and avoid or mitigate any Contributor to accept any condition or requirement of any regulatory approval adverse consequences that is or could reasonably be determined to be adverse to any Contributor or EXHmay result from the foregoing.
Appears in 1 contract
Regulatory Filings; Consents. (a) As promptly as practicable but in any event no later than five business days after the date Each of this Agreement, the Contributors CBAN and the Recipients LBC and their respective Subsidiaries shall file with the Federal Trade Commission cooperate and the Department of Justice any notifications and other documents required to be filed by such party under the HSR Act with respect to the Transactions. The parties shall consult with each other to respond promptly to any requests for additional information made by either of such agencies and to cause the waiting periods under the HSR Act to terminate or expire at the earliest possible date after the date of filing. MLP will pay all filing fees under the HSR Act, but each party will bear its own costs except EESLP will bear the costs of EES Leasing for the preparation of any such filing.
(b) The Contributors and the Recipients shall in good faith cooperate with each other and use their respective reasonable best efforts (i) to promptly prepare all documentation (including the Registration Statement and file all necessary documentationthe Proxy Statement-Prospectus), (ii) and to effect all necessary applicationsfilings, notices, petitions and filings and execute all agreements and documents, (iii) use commercially reasonable efforts to obtain the transfer or issuance to the Recipients of all necessary permits, consents, approvals and authorizations of all third parties and Governmental Authorities at the earliest possible date and (iv) use commercially reasonable efforts to obtain all consents, approvals and authorizations of all other parties, in the case of each of clauses (i) through (iv) above as are necessary or advisable to consummate the transactions contemplated by this Agreement at Agreement, the earliest possible date or Regulatory Approvals and all other consents and approvals of a Governmental Authority required by to consummate the Merger in the manner contemplated herein, (ii) to comply with the terms and conditions of any notesuch permits, bondconsents, mortgageapprovals and authorizations and (iii) to cause the transactions contemplated by this Agreement to be consummated as expeditiously as practicable; provided, indenturehowever, deed of trust, license, franchise, permit, concession, contract, lease notwithstanding the foregoing or other instrument anything to which any of the Contributors or the Recipients is a party or by which any of them is bound.
(c) Notwithstanding anything contrary in this Agreement, nothing contained herein shall be deemed to require CBAN or any of its Subsidiaries or LBC or any of its Subsidiaries to take any non-standard action, or commit to take any such action, or agree to any non-standard condition or restriction, in connection with obtaining the Recipients agree foregoing permits, consents, approvals and authorizations of any Governmental Authority that would reasonably be likely to have a material and adverse effect (measured on a scale relative to LBC) on the condition (financial or otherwise), results of operations, liquidity, assets or deposit liabilities, properties or business of CBAN, LBC, the Surviving Entity or the Surviving Bank, after giving effect to the Merger (“Burdensome Condition”). CBAN and LBC will furnish each other and each other’s counsel with all information concerning themselves, their Subsidiaries, directors, trustees, officers and shareholders and such other matters as may be necessary or advisable in connection with any application, petition or any other statement or application made by or on behalf of CBAN or LBC to any Governmental Authority in connection with the transactions contemplated by this Agreement. Each Party shall have the right to review and approve in advance all characterizations of the information relating to such party and any of its Subsidiaries that appear in any filing made in connection with the transactions contemplated by this Agreement with any Governmental Authority. In addition, CBAN and LBC shall each furnish to the other for review a copy of each such filing made in connection with the transactions contemplated by this Agreement with any Governmental Authority prior to its filing.
(b) LBC will use its commercially reasonable efforts, and CBAN shall reasonably cooperate with LBC at LBC’s request, to obtain all consents, approvals, authorizations, waivers or similar affirmations described on LBC Disclosure Schedule 3.12(c). Each Party will notify the other Party promptly and shall promptly furnish the other Party with copies of notices or other communications received by such Party or any of its Subsidiaries of any communication from any Person alleging that the Contributors’ obligations under consent of such Person (or another Person) is or may be required in connection with the transactions contemplated by this Agreement shall in no way require (and the response thereto from such Party, its Subsidiaries or its representatives). LBC will consult with CBAN and its representatives as often as practicable under the circumstances so as to permit LBC and CBAN and their respective representatives to cooperate to take appropriate measures to obtain such consents and avoid or mitigate any Contributor to accept any condition or requirement of any regulatory approval adverse consequences that is or could reasonably be determined to be adverse to any Contributor or EXHmay result from the foregoing.
Appears in 1 contract
Regulatory Filings; Consents. (a) As promptly as practicable but in any event no later than five business days after the date Each of this Agreement, the Contributors Buyer and the Recipients Company and their respective Subsidiaries shall file with the Federal Trade Commission cooperate and the Department of Justice any notifications and other documents required to be filed by such party under the HSR Act with respect to the Transactions. The parties shall consult with each other to respond promptly to any requests for additional information made by either of such agencies and to cause the waiting periods under the HSR Act to terminate or expire at the earliest possible date after the date of filing. MLP will pay all filing fees under the HSR Act, but each party will bear its own costs except EESLP will bear the costs of EES Leasing for the preparation of any such filing.
(b) The Contributors and the Recipients shall in good faith cooperate with each other and use their respective reasonable best efforts (i) promptly to prepare and file all necessary documentationdocumentation (including the Proxy Statement-Prospectus), (ii) to effect all necessary applicationsfilings, notices, petitions and filings and execute all agreements and documents, (iii) use commercially reasonable efforts to obtain the transfer or issuance to the Recipients of all necessary permits, consents, approvals and authorizations of all third parties and Governmental Authorities at the earliest possible date and (iv) use commercially reasonable efforts to obtain all consents, approvals and authorizations of all other parties, in the case of each of clauses (i) through (iv) above as are necessary or advisable to consummate the transactions contemplated by this Agreement at Agreement, including, without limitation, the earliest possible date or required by Regulatory Approvals, (ii) to comply with the terms and conditions of such permits, consents, approvals and authorizations and (iii) to cause the Merger to be consummated as expeditiously as practicable (including by avoiding or setting aside any preliminary or permanent injunction or other order of any noteUnited States federal or state court of competent jurisdiction or any other Governmental Authority); provided, bondhowever, mortgagethat in no event shall Buyer be required to agree to any prohibition, indenturelimitation, deed of trust, license, franchise, permit, concession, contract, lease or other instrument requirement which would prohibit or materially limit the ownership or operation by Company or any of its Subsidiaries, or by Buyer or any of its Subsidiaries, of all or any material portion of the business or assets of Company or any of its Subsidiaries or Buyer or its Subsidiaries, or compel Buyer or any of its Subsidiaries to which dispose of or hold separate all or any material portion of the business or assets of Company or any of its Subsidiaries or Buyer or any of its Subsidiaries (together, the “Burdensome Conditions”). Buyer and Company will furnish each other and each other’s counsel with all information concerning themselves, their Subsidiaries, directors, trustees, officers and shareholders and such other matters as may be necessary or advisable in connection with the Proxy Statement-Prospectus and any application, petition or any other statement or application made by or on behalf of Buyer or Company to any Governmental Authority in connection with the transactions contemplated by this Agreement. Each party hereto shall have the right to review and approve in advance all characterizations of the information relating to such party and any of its Subsidiaries that appear in any filing made in connection with the transactions contemplated by this Agreement with any Governmental Authority. In addition, Buyer and Company shall each furnish to the other for review a copy of each such filing made in connection with the transactions contemplated by this Agreement with any Governmental Authority prior to its filing.
(b) Company will notify Buyer promptly and shall promptly furnish Buyer with copies of notices or other communications received by Company or any of its Subsidiaries of (i) any communication from any Person alleging that the consent of such Person (or another Person) is or may be required in connection with the transactions contemplated by this Agreement (and the response thereto from Company, its Subsidiaries or its representatives), (ii) subject to applicable Laws and the instructions of any Governmental Authority, any communication from any Governmental Authority in connection with the transactions contemplated by this Agreement (and the response thereto from Company, its Subsidiaries or its representatives) and (iii) any legal actions threatened or commenced against or otherwise affecting Company or any of its Subsidiaries that are related to the transactions contemplated by this Agreement (and the response thereto from Company, its Subsidiaries or its representatives). With respect to any of the Contributors foregoing, Company will consult with Buyer A-29 and its representatives so as to permit Company and Buyer and their respective representatives to cooperate to take appropriate measures to avoid or the Recipients is a party or by which mitigate any adverse consequences that may result from any of them is boundthe foregoing.
(c) Notwithstanding anything in this Agreement, the Recipients agree Buyer will notify Company promptly and shall promptly furnish Company with copies of notices or other communications received by Buyer or any of its Subsidiaries of (i) any communication from any Person alleging that the Contributors’ obligations under consent of such Person (or other Person) is or may be required in connection with the transactions contemplated by this Agreement shall in no way require any Contributor (and the response thereto from Buyer or its Representatives), (ii) subject to accept any condition or requirement applicable Laws and the instructions of any regulatory approval Governmental Authority, any communication from any Governmental Authority in connection with the transactions contemplated by this Agreement (and the response thereto from Buyer or its Representatives), and (iii) any legal actions threatened or commenced against or otherwise affecting Company or any of its Subsidiaries that is are related to the transactions contemplated by this Agreement (and the response thereto from Company, its Subsidiaries or could reasonably be determined to be adverse to any Contributor or EXHits representatives).
Appears in 1 contract
Regulatory Filings; Consents. (a) As promptly Each of Buyer and Company and their respective Subsidiaries shall cooperate and use their commercially reasonable efforts (i) to prepare all documentation, to effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary to consummate the transactions contemplated by this Agreement, including without limitation, the Regulatory Approvals and all other consents and approvals of a Governmental Authority required to consummate the Merger in the manner contemplated herein (provided, however, that the Company’s obligation to participate in such Regulatory Approvals shall be non-financial), (ii) to comply with the terms and conditions of such permits, consents, approvals and authorizations and (iii) to cause the transactions contemplated by this Agreement to be consummated as expeditiously as practicable; provided, however, that, notwithstanding anything to the contrary contained herein, in no event shall Buyer be required to agree to any prohibition, limitation, or other requirement, or take any action or omit to take any action, which is not set forth in existing law, regulation or written policy of the FDIC, the FRB or the OCC that would (a) prohibit or limit the ownership or operation by Buyer or any of its Subsidiaries, of all or any material portion of the business or assets of Company or any of its Subsidiaries, (b) compel Buyer or any of its Subsidiaries to dispose of all or any material portion of the business or assets of Company or any of its Subsidiaries, or (c) otherwise be reasonably likely, individually or in the aggregate, to result in restrictions on the operation of the Company by Buyer in such a way that results in a Material Adverse Effect on Buyer and its Subsidiaries, taken as a whole and giving effect to the Merger (measured on a scale relative to Company and its Subsidiaries taken as a whole) (together, the “Burdensome Conditions”). Without limiting the generality of the foregoing, as soon as practicable but and in any no event no later than forty-five business (45) days after the date of this Agreement, Buyer and Company shall, and shall cause their respective Subsidiaries to, each prepare and file any applications, notices and filings required in order to obtain the Contributors and the Recipients shall file with the Federal Trade Commission and the Department of Justice any notifications Regulatory Approvals and other documents Governmental Authority consents and approvals required to be filed by such party under consummate the HSR Act with respect Merger. Subject to the Transactions. The parties shall consult with each other to respond promptly to any requests for additional information made by either of such agencies applicable Laws, (A) Buyer and to cause the waiting periods under the HSR Act to terminate or expire at the earliest possible date after the date of filing. MLP Company will pay all filing fees under the HSR Act, but each party will bear its own costs except EESLP will bear the costs of EES Leasing for the preparation of any such filing.
(b) The Contributors and the Recipients shall in good faith cooperate with furnish each other and (i) promptly prepare each other’s counsel with all information concerning themselves, their Subsidiaries, directors, trustees, officers, shareholders, Affiliates and file all necessary documentation, (ii) effect all necessary applications, notices, petitions potential investors and filings and execute all agreements and documents, (iii) use commercially reasonable efforts to obtain the transfer or issuance to the Recipients of all necessary consents, approvals and authorizations of all Governmental Authorities at the earliest possible date and (iv) use commercially reasonable efforts to obtain all consents, approvals and authorizations of all such other parties, in the case of each of clauses (i) through (iv) above matters as are may be necessary or advisable in connection with any application, or petition made by or on behalf of Buyer or Company or their respective Subsidiaries to consummate any Governmental Authority in connection with the transactions contemplated by this Agreement, (B) each party hereto shall have the right to receive in advance and review a copy of the non-confidential portion of any filing to be made in connection with the transactions contemplated by this Agreement at with any Governmental Authority (including all non-confidential supplements to such filings and all responses to requests for additional information and replies to comments prior to being filed with, or sent to, a Governmental Authority), and (C) Buyer and Company will notify the earliest possible date or required by other promptly and shall promptly apprise the terms other of the substance of any notecommunication from any Governmental Authority received by it (and provide copies of any written materials received from or sent to any Governmental Authority) with respect to the regulatory applications filed solely in connection with the transactions contemplated by this Agreement (and its response thereto); provided, bondthat in no event shall either party be obligated to provide or otherwise disclose to the other party confidential information regarding it or any Affiliates or any pending merger transaction, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease other than the Merger. Each party hereto shall provide the other party with the opportunity to participate in meetings or other instrument substantive telephone discussions that it or its representatives may from time to which time have with any of Governmental Authority with respect to the Contributors or the Recipients is a party or by which any of them is boundtransactions contemplated thereby.
(cb) Notwithstanding anything Company will use its commercially reasonable efforts, and Buyer shall reasonably cooperate with Company at Company’s request, to obtain all consents, approvals, authorizations, waivers or similar affirmations described on Company Disclosure Schedule 3.13(c); provided that neither Company nor any of its Subsidiaries will be required to make any payment to or grant any concessions to any third party in this Agreementconnection therewith (and shall not make any such payment or grant any such concession without the prior written consent of Buyer). Each party will, to the Recipients agree extent permitted by applicable Law, notify the other party promptly and shall promptly furnish the other party with copies of notices or other communications received by such party or any of its Subsidiaries of any communication from any Person alleging that the Contributors’ obligations under consent of such Person (or another Person) is or may be required in connection with the transactions contemplated by this Agreement shall in no way require (and the response thereto from such party, its Subsidiaries or its representatives). Company will reasonably consult with Buyer and its representatives so as to permit Company and Buyer and their respective representatives to take appropriate measures to obtain such consents and avoid or mitigate any Contributor to accept any condition or requirement of any regulatory approval adverse consequences that is or could reasonably be determined to be adverse to any Contributor or EXHmay result from the foregoing.
Appears in 1 contract
Regulatory Filings; Consents. (a) As In furtherance and not in limitation of the foregoing, each of the Purchaser and the Company shall make, as promptly as reasonably practicable but (and in any event no later than five business days within ten (10) Business Days after the date of this Agreement, the Contributors ) an appropriate filing of a Notification and the Recipients shall file with the Federal Trade Commission and the Department of Justice any notifications and other documents required Report Form pursuant to be filed by such party under the HSR Act with respect to the Transactionstransactions contemplated hereby. Each of the Sellers Representatives, the Company and Purchaser shall use its reasonable best efforts to supply as promptly as reasonably practicable any additional information and documentary material that may be reasonably requested pursuant to the foregoing, and use its reasonable best efforts to take all other actions necessary to cause the expiration or termination of the applicable waiting periods regarding the foregoing as soon as reasonably practicable. The Purchaser shall pay all filing fees to be paid by the Purchaser and the Company pursuant to this Agreement under the HSR Act and under any such other Laws.
(b) Except as prohibited by applicable Law or Order, each of the Purchaser, the Sellers Representatives and the Company shall use its reasonable best efforts to (i) cooperate in all respects with each other in connection with any filing or submission with a Governmental Authority in connection with the transactions contemplated hereby and in connection with any investigation or other inquiry by or before a Governmental Authority relating to the transactions contemplated hereby, (ii) promptly inform the other parties shall of (and, if in writing, supply to the other parties’ legal counsel) any communication, other than any ministerial communications, received by such party from, or given by such party to, the Federal Trade Commission, the Antitrust Division of the Department of Justice, or any other similar Governmental Authority, in each case regarding any of the transactions contemplated hereby, (iii) consult with each other prior to respond promptly taking any material position with respect to any requests for additional information made by either of such agencies and to cause the waiting periods filings under the HSR Act in discussions with or filings to terminate or expire at be submitted to any Governmental Authority, (iv) permit the earliest possible date after other parties’ legal counsel to review and discuss in advance, and consider in good faith the date views of filing. MLP will pay all filing fees the other parties in connection with, any analyses, presentations, memoranda, briefs, arguments, opinions and proposals to be submitted to any Governmental Authority with respect to filings under the HSR Act, but each and (v) coordinate with the other parties’ legal counsel in preparing and exchanging such information and promptly provide the other parties’ legal counsel with copies of all filings, presentations or submissions (and a summary of any oral presentations) made by such party will bear its own costs except EESLP will bear with any Governmental Authority relating to this Agreement or the costs transactions contemplated hereby under the HSR Act, which may be redacted for confidential information. Notwithstanding anything to the contrary herein, Purchaser shall, on behalf of EES Leasing the parties, have control over and lead the strategy for obtaining any clearances required in connection with the preparation transactions contemplated hereby and shall take the lead in all meetings and communications with any Governmental Authority in connection with obtaining such clearances and in any litigation under the HSR Act or any similar competition Law; provided, however, that Purchaser shall, to the extent reasonably practicable, consult in advance with the Sellers Representatives and the Company and in good faith take the Sellers Representatives’ and the Company’s views into account regarding the overall strategic direction of any such filingapproval process, as applicable, and consult with the Company prior to taking any material substantive positions, making dispositive motions or other material substantive filings or submissions or entering into any negotiations concerning such approvals, as applicable. The parties shall take reasonable efforts to share information protected from disclosure under the attorney-client privilege, work product doctrine, joint defense privilege or any other privilege pursuant to this Section 8.05 in a manner so as to preserve the applicable privilege.
(bc) The Contributors Unless prohibited by applicable Law or Order or by the applicable Governmental Authority, each of the Sellers Representatives and the Recipients Company, on one hand, and Purchaser, on the other hand, shall in good faith cooperate with each other and (i) promptly prepare and file all necessary documentationto the extent reasonably practicable, not participate in or attend any meeting, or engage in any conversation (other than ministerial conversations) with any Governmental Authority in respect of the transactions contemplated hereby without the other, (ii) effect all necessary applicationsto the extent reasonably practicable, notices, petitions give the other reasonable prior notice of any such meeting or conversation and filings and execute all agreements and documents, (iii) use in the event one such party is prohibited by applicable Law or Order or by the applicable Governmental Authority from participating or attending any such meeting or engaging in any such conversation, or it has not been reasonably practicable to include the non-participating party, keep such non-participating party reasonably apprised with respect thereto.
(d) Nothing in this Agreement shall obligate the Purchaser or Merger Sub 1 (including any of their Subsidiaries or Affiliates) to (i) agree to limit in any manner whatsoever or not to exercise any rights of ownership of any securities (including the Shares), or to divest, dispose of or hold separate any securities or all or a portion of their respective businesses, assets or properties or of the business, assets or properties of the Company or any Subsidiary of the Company; (ii) agree to limit in any manner whatsoever the ability of such entities (A) to conduct their respective businesses or own such assets or properties or to conduct the businesses or own the properties or assets of the Company and any Subsidiary of the Company, or (B) to control their respective businesses or operations or the businesses or operations of the Company and any Subsidiary of the Company; (iii) otherwise take or commit to take any other action that would limit the Purchaser’s freedom of action with respect to, or its ability to retain or hold, directly or indirectly, any businesses, assets, equity interests, product lines or properties of the Purchaser or the Company (including any of their respective Subsidiaries), in each case to obtain all approvals, consents, clearances, expirations or terminations of waiting periods, registrations, permits, authorizations and other confirmations required directly or indirectly under the HSR Act or any similar competition Law or to avoid the commencement of any action to prohibit the transactions contemplated hereby under the HSR Act or any similar competition Law; or (iv) to contest and resist any such action or proceeding, or to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other Order in any action or proceeding seeking to prohibit the transactions contemplated hereby or delay the Closing beyond the Termination Date, or to seek to have vacated, lifted, dissolved, reversed or overturned any decree, judgment, injunction or other Order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated hereby.
(e) The Company shall give (or shall cause its Subsidiaries to give) any notices to third parties, and use, and cause its Subsidiaries to use, their commercially reasonable efforts to obtain the transfer or issuance to the Recipients of all necessary any third party consents, approvals and authorizations including under any Contracts of all Governmental Authorities at the earliest possible date and (iv) use commercially reasonable efforts to obtain all consentsCompany or its Subsidiaries, approvals and authorizations of all other parties, in the case of each of clauses (i) through (iv) above as are necessary necessary, proper or advisable to consummate the transactions contemplated by this Agreement at or (ii) required to be disclosed in the earliest possible date or Schedules, provided that the parties shall not be required to make any payments in connection with obtaining any such consents unless expressly required by the terms of any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument to which any of the Contributors or the Recipients is a party or by which any of them is boundgiven Contract.
(c) Notwithstanding anything in this Agreement, the Recipients agree that the Contributors’ obligations under this Agreement shall in no way require any Contributor to accept any condition or requirement of any regulatory approval that is or could reasonably be determined to be adverse to any Contributor or EXH.
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Regulatory Filings; Consents. (a) As promptly as practicable but in any event no later than five business days after the date Each of this Agreement, the Contributors FBMS and the Recipients HSBI and their respective Subsidiaries shall file with the Federal Trade Commission cooperate and the Department of Justice any notifications and other documents required to be filed by such party under the HSR Act with respect to the Transactions. The parties shall consult with each other to respond promptly to any requests for additional information made by either of such agencies and to cause the waiting periods under the HSR Act to terminate or expire at the earliest possible date after the date of filing. MLP will pay all filing fees under the HSR Act, but each party will bear its own costs except EESLP will bear the costs of EES Leasing for the preparation of any such filing.
(b) The Contributors and the Recipients shall in good faith cooperate with each other and use their respective reasonable best efforts (i) to promptly prepare all documentation (including the Registration Statement and file all necessary documentationthe Proxy Statement-Prospectus), (ii) and to effect all necessary applicationsfilings, notices, petitions and filings and execute all agreements and documents, (iii) use commercially reasonable efforts to obtain the transfer or issuance to the Recipients of all necessary permits, consents, approvals and authorizations of all third parties and Governmental Authorities at necessary to consummate the earliest possible date transactions contemplated by this Agreement, the Regulatory Approvals and all other consents and approvals of a Governmental Authority required to consummate the Merger in the manner contemplated herein, (ii) to comply with the terms and conditions of such permits, consents, approvals and authorizations and (iviii) use commercially reasonable efforts to obtain all cause the transactions contemplated by this Agreement to be consummated as expeditiously as practicable; provided, however, notwithstanding the foregoing or anything to the contrary in this Agreement, nothing contained herein shall be deemed to require FBMS or any of its Subsidiaries or HSBI or any of its Subsidiaries to take any non-standard action, or commit to take any such action, or agree to any non-standard condition or restriction, in connection with obtaining the foregoing permits, consents, approvals and authorizations of any Governmental Authority that would reasonably be likely to have a material and adverse effect (measured on a scale relative to the affected Party) on the condition (financial or otherwise), results of operations, liquidity, assets or deposit liabilities, properties or business of FBMS, HSBI, the Surviving Entity or the Surviving Bank, after giving effect to the Merger (“Burdensome Condition”). FBMS and HSBI will furnish each other and each other’s counsel with all information concerning themselves, their Subsidiaries, directors, trustees, officers and shareholders and such other partiesmatters as may be necessary or advisable in connection with any application, petition or any other statement or application made by or on behalf of FBMS or HSBI to any Governmental Authority in connection with the case transactions contemplated by this Agreement. Each Party shall have the right to review and approve in advance all characterizations of the information relating to such party and any of its Subsidiaries that appear in any filing made in connection with the transactions contemplated by this Agreement with any Governmental Authority. In addition, FBMS and HSBI shall each furnish to the other for review a copy of each such filing made in connection with the transactions contemplated by this Agreement with any Governmental Authority prior to its filing. Each Party shall file any application and notice required of clauses it with any Governmental Authority within forty-five (i45) through (iv) above as are necessary or days following the date of this Agreement. Each Party also will promptly furnish to the other Party copies of written communications received by such Party from any Governmental Authorities with respect to the transactions contemplated hereby. Each Party agrees that it will consult with other Party with respect to the obtaining of all consents from the Governmental Authorities and other material consents advisable to consummate the transactions contemplated by this Agreement at and each Party will keep the earliest possible date or required by the terms of any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument to which any Party apprised of the Contributors or status of material matters relating to the Recipients is a party or by which any completion of them is boundthe transactions contemplated hereby.
(cb) Notwithstanding anything in this AgreementHSBI will use its commercially reasonable efforts, and FBMS shall reasonably cooperate with HSBI at HSBI’s request, to obtain all consents, approvals, authorizations, waivers or similar affirmations described on HSBI Disclosure Schedule 3.12(c). Each Party will notify the Recipients agree other Party promptly and shall promptly furnish the other Party with copies of notices or other communications received by such Party or any of its Subsidiaries of any communication from any Person alleging that the Contributors’ obligations under consent of such Person (or another Person) is or may be required in connection with the transactions contemplated by this Agreement shall in no way require (and the response thereto from such Party, its Subsidiaries or its representatives). The Parties and their representatives will consult as often as practicable under the circumstances so as to permit HSBI and FBMS and their respective representatives to cooperate to take appropriate measures to obtain such consents and avoid or mitigate any Contributor to accept any condition or requirement of any regulatory approval adverse consequences that is or could reasonably be determined to be adverse to any Contributor or EXHmay result from the foregoing.
Appears in 1 contract
Regulatory Filings; Consents. (a) As promptly as practicable but in any event no later than five business days after the date of this Agreement, the Contributors and the Recipients shall file with the Federal Trade Commission and the Department of Justice any notifications and other documents required to be filed by such party under the HSR Act with respect to the Transactions. The parties shall consult with each other to respond promptly to any requests for additional information made by either of such agencies and to cause the waiting periods under the HSR Act to terminate or expire at the earliest possible date after the date of filing. MLP APLP will pay all filing fees under the HSR Act, but each party will bear its own costs except EESLP OpCo will bear the costs of EES Archrock Leasing for the preparation of any such filing.
(b) The Contributors and the Recipients shall in good faith cooperate with each other and (i) promptly prepare and file all necessary documentation, (ii) effect all necessary applications, notices, petitions and filings and execute all agreements and documents, (iii) use commercially reasonable efforts to obtain the transfer or issuance to the Recipients of all necessary consents, approvals and authorizations of all Governmental Authorities at the earliest possible date and (iv) use commercially reasonable efforts to obtain all consents, approvals and authorizations of all other parties, in the case of each of clauses (i) through (iv) above as are necessary or advisable to consummate the transactions contemplated by this Agreement at the earliest possible date or required by the terms of any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument to which any of the Contributors or the Recipients is a party or by which any of them is bound.
(c) Notwithstanding anything in this Agreement, the Recipients agree that the Contributors’ obligations under this Agreement shall in no way require any Contributor to accept any condition or requirement of any regulatory approval that is or could reasonably be determined to be adverse to any Contributor or EXHAROC.
Appears in 1 contract
Samples: Contribution, Conveyance and Assumption Agreement (Archrock Partners, L.P.)
Regulatory Filings; Consents. (a) As promptly as practicable but in any event no later than five business days after the date Each of this Agreement, the Contributors Buyer and the Recipients Company and their respective Subsidiaries shall file with the Federal Trade Commission cooperate and the Department of Justice any notifications and other documents required to be filed by such party under the HSR Act with respect to the Transactions. The parties shall consult with each other to respond promptly to any requests for additional information made by either of such agencies and to cause the waiting periods under the HSR Act to terminate or expire at the earliest possible date after the date of filing. MLP will pay all filing fees under the HSR Act, but each party will bear its own costs except EESLP will bear the costs of EES Leasing for the preparation of any such filing.
(b) The Contributors and the Recipients shall in good faith cooperate with each other and use their respective commercially reasonable efforts (i) promptly to prepare and file all necessary documentationdocumentation (including the Proxy Statement-Prospectus), (ii) to effect all necessary applicationsfilings, notices, petitions and filings and execute all agreements and documents, (iii) use commercially reasonable efforts to obtain the transfer or issuance to the Recipients of all necessary permits, consents, approvals and authorizations of all third parties and Governmental Authorities at the earliest possible date and (iv) use commercially reasonable efforts to obtain all consents, approvals and authorizations of all other parties, in the case of each of clauses (i) through (iv) above as are necessary or advisable to consummate the transactions contemplated by this Agreement at Agreement, including without limitation, the earliest possible date or Regulatory Approvals and all other consents and approvals of a Governmental Authority required by to consummate the Merger in the manner contemplated herein, (ii) to comply with the terms and conditions of such permits, consents, approvals and authorizations and (iii) to cause the transactions contemplated by this Agreement to be consummated as expeditiously as practicable; provided, however, that in no event shall Buyer be required to agree to any prohibition, limitation, or other requirement which would prohibit or materially limit the ownership or operation by Company or any of its Subsidiaries, or by Buyer or any of its Subsidiaries, of all or any material portion of the business or assets of Company or any of its Subsidiaries or Buyer or its Subsidiaries, or compel Buyer or any of its Subsidiaries to dispose of all or any material portion of the business or assets of Company or any of its Subsidiaries or Buyer or any of its Subsidiaries or continue any portion of any noteCompany Regulatory Agreement against Buyer after the Merger (together, bondthe “Burdensome Conditions”). Subject to applicable Laws, mortgage(A) Buyer and Company will furnish each other and each other’s counsel with all information concerning themselves, indenturetheir Subsidiaries, deed directors, trustees, officers and shareholders and such other matters as may be necessary or advisable in connection with any application, or petition made by or on behalf of trust, license, franchise, permit, concession, contract, lease Buyer or other instrument Company to which any Governmental Authority in connection with the transactions contemplated by this Agreement (B) each party hereto shall have the right to review and approve in advance all characterizations of the information relating to such party and any of its Subsidiaries that appear in any filing made in connection with the Contributors transactions contemplated by this Agreement with any Governmental Authority, (C) Buyer and Company shall each furnish to the other for review a copy of each such filing made solely in connection with the transactions contemplated by this Agreement with any Governmental Authority prior to its filing and (D) Buyer will notify Company promptly and shall promptly furnish Company with copies of any communication from any Governmental Authority received by Buyer with respect to the regulatory applications filed solely in connection with the transactions contemplated by this Agreement (and the response thereto from Buyer or its representatives); provided, that in no event shall Buyer or Buyer Bank be obligated to provide or otherwise disclose to Company confidential information regarding Buyer, Buyer Bank or any affiliates or any pending merger transaction, other than the Recipients is a party or by which any of them is boundMerger.
(cb) Notwithstanding anything Company will use commercially reasonable efforts, and Buyer shall reasonably cooperate with Company at Company’s request, to obtain all consents, approvals, authorizations, waivers or similar affirmations described on Company Disclosure Schedule 3.13(c); provided that neither Company nor any of its Subsidiaries will be required to make any payment to or grant any concessions to any third party in this Agreementconnection therewith. Each party will, to the Recipients agree extent permitted by applicable Law, notify the other party promptly and shall promptly furnish the other party with copies of notices or other communications received by such party or any of its Subsidiaries of any communication from any Person alleging that the Contributors’ obligations under consent of such Person (or another Person) is or may be required in connection with the transactions contemplated by this Agreement shall in no way require (and the response thereto from such party, its Subsidiaries or its representatives). Company will reasonably consult with Buyer and its representatives so as to permit Company and Buyer and their respective representatives to cooperate to take appropriate measures to obtain such consents and avoid or mitigate any Contributor to accept any condition or requirement of any regulatory approval adverse consequences that is or could reasonably be determined to be adverse to any Contributor or EXHmay result from the foregoing.
Appears in 1 contract
Regulatory Filings; Consents. (a) As promptly as practicable but in any event no later than five business days after the date Each of this Agreement, the Contributors Buyer and the Recipients Company and their respective Subsidiaries shall file with the Federal Trade Commission cooperate and the Department of Justice any notifications and other documents required to be filed by such party under the HSR Act with respect to the Transactions. The parties shall consult with each other to respond promptly to any requests for additional information made by either of such agencies and to cause the waiting periods under the HSR Act to terminate or expire at the earliest possible date after the date of filing. MLP will pay all filing fees under the HSR Act, but each party will bear its own costs except EESLP will bear the costs of EES Leasing for the preparation of any such filing.
(b) The Contributors and the Recipients shall in good faith cooperate with each other and use their respective commercially reasonable efforts (i) promptly to prepare and file all necessary documentationdocumentation (including the Proxy Statement-Prospectus), (ii) to effect all necessary applicationsfilings, notices, petitions and filings and execute all agreements and documents, (iii) use commercially reasonable efforts to obtain the transfer or issuance to the Recipients of all necessary permits, consents, approvals and authorizations of all third parties and Governmental Authorities at the earliest possible date and (iv) use commercially reasonable efforts to obtain all consents, approvals and authorizations of all other parties, in the case of each of clauses (i) through (iv) above as are necessary or advisable to consummate the transactions contemplated by this Agreement at Agreement, including, without limitation, the earliest possible date or Regulatory Approvals and all other consents and approvals of a Governmental Authority required by to consummate the Merger in the manner contemplated herein, (ii) to comply with the terms and conditions of such permits, consents, approvals and authorizations and (iii) to cause the transactions contemplated by this Agreement to be consummated as expeditiously as practicable; provided, however, that in no event shall Buyer be required to agree to any prohibition, limitation, or other requirement which would prohibit or materially limit the ownership or operation by Company or any of its Subsidiaries, or by Buyer or any of its Subsidiaries, of all or any material portion of the business or assets of Company or any of its Subsidiaries or Buyer or its Subsidiaries, or compel Buyer or any of its Subsidiaries to dispose of all or any material portion of the business or assets of Company or any of its Subsidiaries or Buyer or any of its Subsidiaries or continue any portion of any noteCompany Regulatory Agreement against Buyer after the Merger (together, bondthe “Burdensome Conditions”). Buyer and Company will furnish each other and each other’s counsel with all information concerning themselves, mortgagetheir Subsidiaries, indenturedirectors, deed trustees, officers and shareholders and such other matters as may be necessary or advisable in connection with the Proxy Statement-Prospectus and any application, petition or any other statement or application made by or on behalf of trustBuyer or Company to any Governmental Authority in connection with the transactions contemplated by this Agreement. Each party hereto shall have the right to review and approve in advance all characterizations of the information relating to such party and any of its Subsidiaries that appear in any filing made in connection with the transactions contemplated by this Agreement with any Governmental Authority. In addition, license, franchise, permit, concession, contract, lease Buyer and Company shall each furnish to the other for review a copy of each such filing made in connection with the transactions contemplated by this Agreement with any Governmental Authority prior to its filing.
(b) Company will notify Buyer promptly and shall promptly furnish Buyer with copies of notices or other instrument communications received by Company or any of its Subsidiaries of (i) any communication from any Person alleging that the consent of such Person (or another Person) is or may be required in connection with the transactions contemplated by this Agreement (and the response thereto from Company, its Subsidiaries or its representatives), (ii) subject to which applicable Laws and the instructions of any Governmental Authority, any communication from any Governmental Authority in connection with the transactions contemplated by this Agreement (and the response thereto from Company, its Subsidiaries or its representatives) and (iii) any legal actions threatened or commenced against or otherwise affecting Company or any of its Subsidiaries that are related to the merger transactions contemplated by this Agreement (and the response thereto from Company, its Subsidiaries or its representatives). With respect to any of the Contributors foregoing, Company will consult with Buyer and its representatives as often as practicable under the circumstances so as to permit Company and Buyer and their respective representatives to cooperate to take appropriate measures to avoid or the Recipients is a party or by which mitigate any adverse consequences that may result from any of them is boundthe foregoing.
(c) Notwithstanding anything in this Agreement, the Recipients agree Buyer will notify Company promptly and shall promptly furnish Company with copies of notices or other communications received by Buyer or any of its Subsidiaries of (i) any communication from any Person alleging that the Contributors’ obligations under consent of such Person (or other Person) is or may be required in connection with the merger transaction contemplated by this Agreement shall in no way require any Contributor (and the response thereto from Buyer or its representatives), (ii) subject to accept any condition or requirement applicable Laws and the instructions of any regulatory approval Governmental Authority, any communication from any Governmental Authority in connection with the transactions contemplated by this Agreement (and the response thereto from Buyer or its representatives), and (iii) any legal actions threatened or commenced against or otherwise affecting Buyer any of its Subsidiaries that is are related to the transactions contemplated by this Agreement (and the response thereto from Buyer, its Subsidiaries or could reasonably be determined to be adverse to any Contributor or EXHits representatives).
Appears in 1 contract
Regulatory Filings; Consents. (a) As promptly Each of Buyer and Company and their respective Subsidiaries shall cooperate and use their reasonable best efforts (i) to prepare all documentation (including the Proxy Statement-Prospectus), to effect all filings, to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary to consummate the transactions contemplated by this Agreement, including without limitation, the Regulatory Approvals and all other consents and approvals of a Governmental Authority required to consummate the Merger in the manner contemplated herein, (ii) to comply with the terms and conditions of such permits, consents, approvals and authorizations and (iii) to cause the transactions contemplated by this Agreement to be consummated as expeditiously as practicable; provided, however, that in no event shall Buyer be required to agree to any prohibition, limitation, or other requirement which would materially prohibit or materially limit the ownership or operation by Company or any of its Subsidiaries, or by Buyer or any of its Subsidiaries, of all or any material portion of the business or assets of Company or any of its Subsidiaries or Buyer or its Subsidiaries, or compel Buyer or any of its Subsidiaries to dispose of all or any material portion of the business or assets of Company or any of its Subsidiaries or Buyer or any of its Subsidiaries, continue any portion of any Company Regulatory Agreement against Buyer after the Merger, or otherwise be reasonably likely to have a material and adverse effect on Buyer and its Subsidiaries, taken as a whole and giving effect to the Merger (measured on a scale relative to Company and its Subsidiaries, taken as a whole) (together, the “Burdensome Conditions”). Without limiting the generality of the foregoing, as soon as practicable but and in any no event no later than forty-five business days after the date of this Agreement, Buyer and Company shall, and shall cause their respective Subsidiaries to, each prepare and file any applications, notices and filings required in order to obtain the Contributors and the Recipients shall file with the Federal Trade Commission and the Department of Justice any notifications Regulatory Approvals and other documents Governmental Authority consents and approvals required to be filed by such party under consummate the HSR Act with respect Merger. Subject to the Transactions. The parties shall consult with each other to respond promptly to any requests for additional information made by either of such agencies applicable Laws, (A) Buyer and to cause the waiting periods under the HSR Act to terminate or expire at the earliest possible date after the date of filing. MLP Company will pay all filing fees under the HSR Act, but each party will bear its own costs except EESLP will bear the costs of EES Leasing for the preparation of any such filing.
(b) The Contributors and the Recipients shall in good faith cooperate with furnish each other and (i) promptly prepare each other’s counsel with all information concerning themselves, their Subsidiaries, directors, trustees, officers and file all necessary documentation, (ii) effect all necessary applications, notices, petitions shareholders and filings and execute all agreements and documents, (iii) use commercially reasonable efforts to obtain the transfer or issuance to the Recipients of all necessary consents, approvals and authorizations of all Governmental Authorities at the earliest possible date and (iv) use commercially reasonable efforts to obtain all consents, approvals and authorizations of all such other parties, in the case of each of clauses (i) through (iv) above matters as are may be necessary or advisable in connection with any application, or petition made by or on behalf of Buyer or Company or their respective Subsidiaries to consummate any Governmental Authority in connection with the transactions contemplated by this Agreement at (B) each party hereto shall have the earliest possible date or required right to review and approve in advance all characterizations of the information relating to such party and any of its Subsidiaries that appear in any filing made in connection with the transactions contemplated by this Agreement with any Governmental Authority, (C) Buyer and Company shall each furnish to the terms other for review a copy of each such filing made solely in connection with the transactions contemplated by this Agreement with any Governmental Authority prior to its filing and (D) Buyer and Company will notify the other promptly and shall promptly furnish the other with copies of any notecommunication from any Governmental Authority received by it with respect to the regulatory applications filed solely in connection with the transactions contemplated by this Agreement (and its response thereto); provided, bondthat in no event shall Buyer or Buyer Bank be obligated to provide or otherwise disclose to Company confidential information regarding Buyer, mortgageBuyer Bank or any affiliates or any pending merger transaction, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument to which any of than the Contributors or the Recipients is a party or by which any of them is boundMerger.
(cb) Notwithstanding anything Company will use its reasonable best efforts, and Buyer shall reasonably cooperate with Company at Company’s request, to obtain all consents, approvals, authorizations, waivers or similar affirmations described on Company Disclosure Schedule 3.13(c); provided that neither Company nor any of its Subsidiaries will be required to make any payment to or grant any concessions to any third party in this Agreementconnection therewith. Each party will, to the Recipients agree extent permitted by applicable Law, notify the other party promptly and shall promptly furnish the other party with copies of notices or other communications received by such party or any of its Subsidiaries of any communication from any Person alleging that the Contributors’ obligations under consent of such Person (or another Person) is or may be required in connection with the transactions contemplated by this Agreement shall in no way require (and the response thereto from such party, its Subsidiaries or its representatives). Company will reasonably consult with Buyer and its representatives so as to permit Company and Buyer and their respective representatives to cooperate to take appropriate measures to obtain such consents and avoid or mitigate any Contributor to accept any condition or requirement of any regulatory approval adverse consequences that is or could reasonably be determined to be adverse to any Contributor or EXHmay result from the foregoing.
Appears in 1 contract
Regulatory Filings; Consents. (a) As promptly Each of Enterprise and Seacoast and their respective Subsidiaries shall cooperate and use their Commercially Reasonable Efforts (i) to prepare all documentation (including the Registration Statement and Proxy Statement-Prospectus), and Enterprise shall make, all filings with, to send all notices to, and to obtain all Permits, consents, approvals and authorizations of, all third parties and Governmental Authorities necessary to consummate the transactions contemplated by this Agreement, including without limitation, the Closing Regulatory Approvals and the consents, approvals and notices under the Contracts set forth on Section 3.05(c), (ii) to comply with the terms and conditions of such permits, consents, approvals and authorizations and (iii) to cause the transactions contemplated by this Agreement to be consummated as expeditiously as practicable; provided, however, that in no event shall Enterprise be required to agree to any prohibition, limitation, or other requirement which would (A) materially prohibit or materially limit the ownership or operation by Enterprise or any Enterprise Subsidiary (including Seacoast and any Seacoast Subsidiary after Closing) of all or any material portion of its business or assets, (B) compel Enterprise or any Enterprise Subsidiary (including Seacoast and any Seacoast Subsidiary after Closing) to dispose of all or any material portion of its business or assets, (C) cause any portion of any Seacoast Regulatory Agreement to be enforceable against Enterprise or EB&T after the Merger, or (D) be reasonably expected to have a Material Adverse Effect on the Surviving Entity, taken as a whole (together, the “Burdensome Conditions”). Without limiting the generality of the foregoing, as soon as practicable but and in any no event no later than five business sixty (60) days after the date of this Agreement, the Contributors Enterprise and the Recipients Seacoast shall, and shall file with the Federal Trade Commission cause their respective Subsidiaries to, each prepare, and the Department of Justice Enterprise shall file, any notifications and other documents required to be filed by such party under the HSR Act with respect to the Transactions. The parties shall consult with each other to respond promptly to any requests for additional information made by either of such agencies and to cause the waiting periods under the HSR Act to terminate or expire at the earliest possible date after the date of filing. MLP will pay all filing fees under the HSR Act, but each party will bear its own costs except EESLP will bear the costs of EES Leasing for the preparation of any such filing.
(b) The Contributors and the Recipients shall in good faith cooperate with each other and (i) promptly prepare and file all necessary documentation, (ii) effect all necessary applications, notices, petitions notices and filings and execute all agreements and documents, (iii) use commercially reasonable efforts required in order to obtain the transfer or issuance to the Recipients of all necessary Closing Regulatory Approvals and any other Permits, consents, approvals and authorizations of any Governmental Authority necessary to consummate the transactions contemplated hereby (including the Merger and the Bank Merger). Subject to applicable Law, (w) Enterprise and Seacoast will furnish each other and each other’s counsel with all Governmental Authorities at information concerning themselves, their Subsidiaries, directors, trustees, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with obtaining any Regulatory Approval, (x) each party hereto shall have the earliest possible date right to review and approve in advance all characterizations of the information relating to such party and any of its Subsidiaries that appear in any filing made in connection with obtaining any Regulatory Approval, (y) Enterprise and Seacoast shall each furnish to the other for review a copy of each such filing made in connection with obtaining any Regulatory Approval prior to its filing and (ivz) Enterprise and Seacoast will notify the other promptly and shall promptly furnish the other with copies of any communication from any Governmental Authority received by it with respect to the effort to obtain and receipt of Regulatory Approvals (and its response thereto); provided, that in no event shall Enterprise, EB&T, Seacoast or Seacoast Bank be obligated to provide or otherwise disclose to the other confidential supervisory information regarding themselves, or any of their respective Subsidiaries or Affiliates.
(b) Seacoast will use commercially reasonable efforts Commercially Reasonable Efforts, and Enterprise shall reasonably cooperate with Seacoast at Seacoast’s request, to obtain all consents, approvals approvals, authorizations, waivers or similar affirmations with respect to any Contracts set forth on Section 3.05(c) of the Seacoast Disclosure Schedule and authorizations all Leases set forth on Section 3.30(e) of all the Seacoast Disclosure Schedule; provided, that, except as otherwise contemplated by this Agreement, neither Seacoast nor any Seacoast Subsidiary will be required to make any payment to or grant any concessions to any third party in connection therewith. Each party will, to the extent permitted by applicable Law, notify the other parties, party promptly and promptly furnish the other party with copies of notices or other communications received by such party or any of its Subsidiaries from any Person alleging that the consent of such Person (or another Person) is or may be required in the case of each of clauses (i) through (iv) above as are necessary or advisable to consummate connection with the transactions contemplated by this Agreement at (and the earliest possible date response thereto from such party, its Subsidiaries or required by the terms of any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or its representatives). Seacoast and Enterprise will reasonably consult with each other instrument and their respective representatives so as to which any of the Contributors or the Recipients is a party or by which any of them is bound.
(c) Notwithstanding anything in this Agreement, the Recipients agree that the Contributors’ obligations under this Agreement shall in no way require any Contributor to accept any condition or requirement of any regulatory approval that is or could reasonably be determined permit Seacoast and Enterprise and their respective representatives to be knowledgeable regarding the status of such effort, cooperate to take appropriate measures to obtain such consents and avoid or mitigate any adverse to any Contributor or EXHconsequences that may result from the foregoing.
Appears in 1 contract
Samples: Merger Agreement (Enterprise Financial Services Corp)
Regulatory Filings; Consents. (a) As promptly as practicable but in any event no later than five business days after the date Each of this Agreement, the Contributors Buyer and the Recipients FNB and their respective Subsidiaries shall file with the Federal Trade Commission cooperate and the Department of Justice any notifications and other documents required to be filed by such party under the HSR Act with respect to the Transactions. The parties shall consult with each other to respond promptly to any requests for additional information made by either of such agencies and to cause the waiting periods under the HSR Act to terminate or expire at the earliest possible date after the date of filing. MLP will pay all filing fees under the HSR Act, but each party will bear its own costs except EESLP will bear the costs of EES Leasing for the preparation of any such filing.
(b) The Contributors and the Recipients shall in good faith cooperate with each other and use their respective commercially reasonable efforts (i) promptly to prepare and file all necessary documentationdocumentation (including the Proxy Statement-Prospectus), (ii) to effect all necessary applicationsfilings, notices, petitions and filings and execute all agreements and documents, (iii) use commercially reasonable efforts to obtain the transfer or issuance to the Recipients of all necessary permits, consents, approvals and authorizations of all third parties and Governmental Authorities at the earliest possible date and (iv) use commercially reasonable efforts to obtain all consents, approvals and authorizations of all other parties, in the case of each of clauses (i) through (iv) above as are necessary or advisable to consummate the transactions contemplated by this Agreement at Agreement, including, without limitation, the earliest possible date or Regulatory Approvals and all other consents and approvals of a Governmental Authority required by to consummate the Merger in the manner contemplated herein, (ii) to comply with the terms and conditions of such permits, consents, approvals and authorizations and (iii) to cause the transactions contemplated by this Agreement to be consummated as expeditiously as practicable; provided, however, that in no event shall Buyer be required to agree to any prohibition, limitation, or other requirement which would prohibit or materially limit the ownership or operation by FNB or any of its Subsidiaries, or by Buyer or any of its Subsidiaries, of all or any material portion of the business or assets of FNB or any of its Subsidiaries or Buyer or its Subsidiaries, or compel Buyer or any of its Subsidiaries to dispose of all or any material portion of the business or assets of FNB or any of its Subsidiaries or Buyer or any of its Subsidiaries or continue any portion of the Regulatory Agreement against Buyer after the Merger (together, the “Burdensome Conditions”). Buyer and FNB will furnish each other and each other’s counsel with all information concerning themselves, their Subsidiaries, directors, trustees, officers and shareholders and such other matters as may be necessary or advisable in connection with the Proxy Statement-Prospectus and any application, petition or any other statement or application made by or on behalf of Buyer or FNB to any Governmental Authority in connection with the transactions contemplated by this Agreement. Each party hereto shall have the right to review and approve in advance all characterizations of the information relating to such party and any of its Subsidiaries that appear in any filing made in connection with the transactions contemplated by this Agreement with any Governmental Authority. In addition, Buyer and FNB shall each furnish to the other for review a copy of each such filing made in connection with the transactions contemplated by this Agreement with any Governmental Authority prior to its filing.
(b) FNB will notify Buyer promptly and shall promptly furnish Buyer with copies of notices or other communications received by FNB or any of its Subsidiaries of (i) any communication from any Person alleging that the consent of such Person (or another Person) is or may be required in connection with the merger transaction contemplated by this Agreement (and the response thereto from FNB, its Subsidiaries or its representatives), (ii) subject to applicable Laws and the instructions of any noteGovernmental Authority, bondany communication from any Governmental Authority in connection with the transactions contemplated by this Agreement (and the response thereto from FNB, mortgageits Subsidiaries or its representatives) and (iii) any legal actions threatened or commenced against or otherwise affecting FNB or any of its Subsidiaries that are related to the transactions contemplated by this Agreement (and the response thereto from FNB, indenture, deed of trust, license, franchise, permit, concession, contract, lease its Subsidiaries or other instrument its representatives). With respect to which any of the Contributors foregoing, FNB will consult with Buyer and its representatives as often as practicable under the circumstances so as to permit FNB and Buyer and their respective representatives to cooperate to take appropriate measures to avoid or the Recipients is a party or by which mitigate any adverse consequences that may result from any of them is boundthe foregoing.
(c) Notwithstanding anything in this Agreement, the Recipients agree Buyer will notify FNB promptly and shall promptly furnish FNB with copies of notices or other communications received by Buyer or any of its Subsidiaries of (i) any communication from any Person alleging that the Contributors’ obligations under consent of such Person (or other Person) is or may be required in connection with the merger transaction contemplated by this Agreement shall in no way require any Contributor (and the response thereto from Buyer or its representatives), (ii) subject to accept any condition or requirement applicable Laws and the instructions of any regulatory approval Governmental Authority, any communication from any Governmental Authority in connection with the transactions contemplated by this Agreement (and the response thereto from Buyer or its representatives), and (iii) any legal actions threatened or commenced against or otherwise affecting Buyer any of its Subsidiaries that is are related to the transactions contemplated by this Agreement (and the response thereto from Buyer, its Subsidiaries or could reasonably be determined to be adverse to any Contributor or EXHits representatives).
Appears in 1 contract
Regulatory Filings; Consents. (a) As promptly as practicable but in any event no later than five business days after the date of this Agreement, the The Contributors and the Recipients shall file have filed with the Federal Trade Commission and the Department of Justice any the notifications and other documents required to be filed by such party under the HSR Act with respect to the Transactions. The parties shall consult have consulted with each other to respond promptly to any requests for additional information made by either of such agencies and to cause the waiting periods under the HSR Act to terminate or expire at the earliest possible date after the date of filing. MLP The Recipients will pay all filing fees under the HSR Act, Act but each party will bear its own costs except EESLP will bear the costs of EES Leasing for the preparation of any such filing.
(b) The Contributors and the Recipients shall in good faith cooperate with each other and (i) promptly prepare and file all necessary documentation, (ii) effect all necessary applications, notices, petitions and filings and execute all agreements and documents, (iii) use commercially reasonable efforts to obtain the transfer or issuance to the Recipients of all necessary consents, approvals and authorizations of all Governmental Authorities at the earliest possible date and (iv) use commercially reasonable efforts to obtain all consents, approvals and authorizations of all other parties, in the case of each of clauses (i) through (iv) above as are necessary or advisable to consummate the transactions contemplated by this Restated Agreement at the earliest possible date or required by the terms of any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument to which any of the Contributors or UCO 2005 or the Recipients is a party or by which any of them is bound.
(c) Notwithstanding anything in this Restated Agreement, the Recipients agree that the Contributors’ obligations under this Restated Agreement shall in no way require any Contributor or UCO 2005 to accept any condition or requirement of any regulatory approval that is or could reasonably be determined to be adverse to any Contributor Contributor, UXX 0000 or EXHUCH.
Appears in 1 contract
Samples: Contribution, Conveyance and Assumption Agreement (Universal Compression Holdings Inc)
Regulatory Filings; Consents. (a) As promptly Each of Parent and Company and their respective Subsidiaries shall cooperate and use their Commercially Reasonable Efforts (i) to prepare all documentation (including the Registration Statement and Proxy Statement-Prospectus), to make all filings with, to send all notices to, and to obtain all Permits, consents, approvals and authorizations of, all third parties and Governmental Authorities necessary to consummate the transactions contemplated by this Agreement, including without limitation, the Closing Regulatory Approvals and the consents, approvals and notices under the Contracts set forth on Section 3.05(c), (ii) to comply with the terms and conditions of such permits, consents, approvals and authorizations and (iii) to cause the transactions contemplated by this Agreement to be consummated as expeditiously as practicable; provided, however, that in no event shall Parent be required to agree to any prohibition, limitation, or other requirement which would (A) materially prohibit or materially limit the ownership or operation by Parent or any Parent Subsidiary (including Company and any Company Subsidiary after Closing) of all or any material portion of its business or assets, (B) compel Parent or any Parent Subsidiary (including Company and any Company Subsidiary after Closing) to dispose of all or any material portion of its business or assets, (C) cause any portion of any Company Regulatory Agreement to be enforceable against Parent or Parent Bank after the Merger, or (D) be reasonably expected to have a Material Adverse Effect on the Surviving Entity, taken as a whole (together, the “Burdensome Conditions”). Without limiting the generality of the foregoing, as soon as practicable but and in any no event no later than five business sixty (60) days after the date of this Agreement, the Contributors Parent and the Recipients Company shall, and shall file with the Federal Trade Commission and the Department of Justice any notifications and other documents required to be filed by such party under the HSR Act with respect to the Transactions. The parties shall consult with cause their respective Subsidiaries to, each other to respond promptly to any requests for additional information made by either of such agencies and to cause the waiting periods under the HSR Act to terminate or expire at the earliest possible date after the date of filing. MLP will pay all filing fees under the HSR Act, but each party will bear its own costs except EESLP will bear the costs of EES Leasing for the preparation of any such filing.
(b) The Contributors and the Recipients shall in good faith cooperate with each other and (i) promptly prepare and file all necessary documentation, (ii) effect all necessary any applications, notices, petitions notices and filings and execute all agreements and documents, (iii) use commercially reasonable efforts required in order to obtain the transfer or issuance to the Recipients of all necessary Closing Regulatory Approvals and any other Permits, consents, approvals and authorizations of any Governmental Authority necessary to consummate the transactions contemplated hereby (including the Merger and the Bank Merger). Subject to applicable Law, (w) Parent and Company will furnish each other and each other’s counsel with all Governmental Authorities at information concerning themselves, their Subsidiaries, directors, trustees, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with obtaining any Regulatory Approval, (x) each party hereto shall have the earliest possible date right to review and approve in advance all characterizations of the information relating to such party and any of its Subsidiaries that appear in any filing made in connection with obtaining any Regulatory Approval, (y) Parent and Company shall each furnish to the other for review a copy of each such filing made in connection with obtaining any Regulatory Approval prior to its filing and (ivz) Parent and Company will notify the other promptly and shall promptly furnish the other with copies of any communication from any Governmental Authority received by it with respect to the effort to obtain and receipt of Regulatory Approvals (and its response thereto); provided, that in no event shall Parent, Parent Bank, Company or Company Bank be obligated to provide or otherwise disclose to the other confidential supervisory information regarding themselves, or any of their respective Subsidiaries or Affiliates.
(b) Company will use commercially reasonable efforts Commercially Reasonable Efforts, and Parent shall reasonably cooperate with Company at Company’s request, to obtain all consents, approvals approvals, authorizations, waivers or similar affirmations with respect to any Contracts set forth on Section 3.05(c) of the Company Disclosure Schedule and authorizations all Leases set forth on Section 3.30(e) of all the Company Disclosure Schedule; provided, that, except as otherwise contemplated by this Agreement, neither Company nor any Company Subsidiary will be required to make any payment to or grant any concessions to any third party in connection therewith. Each party will, to the extent permitted by applicable Law, notify the other parties, party promptly and promptly furnish the other party with copies of notices or other communications received by such party or any of its Subsidiaries from any Person alleging that the consent of such Person (or another Person) is or may be required in the case of each of clauses (i) through (iv) above as are necessary or advisable to consummate connection with the transactions contemplated by this Agreement at (and the earliest possible date response thereto from such party, its Subsidiaries or required by the terms of any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or its representatives). Company and Parent will reasonably consult with each other instrument and their respective representatives so as to which any of the Contributors or the Recipients is a party or by which any of them is bound.
(c) Notwithstanding anything in this Agreement, the Recipients agree that the Contributors’ obligations under this Agreement shall in no way require any Contributor to accept any condition or requirement of any regulatory approval that is or could reasonably be determined permit Company and Parent and their respective representatives to be knowledgeable regarding the status of such effort, cooperate to take appropriate measures to obtain such consents and avoid or mitigate any adverse to any Contributor or EXHconsequences that may result from the foregoing.
Appears in 1 contract
Samples: Merger Agreement (Enterprise Financial Services Corp)
Regulatory Filings; Consents. (a) As promptly as practicable but in any event no later than five business days after Each of Buyer and Company and their respective Subsidiaries shall cooperate and use their respective commercially reasonable best efforts (i) to prepare all documentation (including the date Proxy Statement-Prospectus), to effect all filings, to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary to consummate the transactions contemplated by this Agreement, including, without limitation, the Contributors Regulatory Approvals and all other consents and approvals of a Governmental Authority required to consummate the Recipients shall file Merger in the manner contemplated herein, (ii) to comply with the Federal Trade Commission terms and the Department of Justice any notifications and other documents required to be filed by such party under the HSR Act with respect to the Transactions. The parties shall consult with each other to respond promptly to any requests for additional information made by either conditions of such agencies permits, consents, approvals and authorizations and (iii) to cause the waiting periods under transactions contemplated by this Agreement to be consummated as expeditiously as practicable; provided, however, that in no event shall Buyer be required to agree to any prohibition, limitation, or other requirement which would prohibit or materially limit the HSR Act ownership or operation by Company or any of its Subsidiaries, or by Buyer or any of its Subsidiaries, of all or any material portion of the business or assets of Company or any of its Subsidiaries or Buyer or its Subsidiaries, or compel Buyer or any of its Subsidiaries to terminate dispose of all or expire at any material portion of the earliest possible date business or assets of Company or any of its Subsidiaries or Buyer or any of its Subsidiaries or continue any portion of any Company Regulatory Agreement against Buyer after the date Merger (together, the “Burdensome Conditions”). Buyer and Company will furnish each other and each other’s counsel with all information concerning themselves, their Subsidiaries, directors, trustees, officers and shareholders and such other matters as may be necessary or advisable in connection with the Proxy Statement-Prospectus and any application, petition or any other statement or application made by or on behalf of filingBuyer or Company to any Governmental Authority in connection with the transactions contemplated by this Agreement. MLP will pay Each party hereto shall have the right to review and approve in advance all characterizations of the information relating to such party and any of its Subsidiaries that appear in any filing fees under made in connection with the HSR Acttransactions contemplated by this Agreement with any Governmental Authority. In addition, but Buyer and Company shall each party will bear furnish to the other for review a copy of each such filing made in connection with the transactions contemplated by this Agreement with any Governmental Authority prior to its own costs except EESLP will bear the costs of EES Leasing for the preparation of any such filing.
(b) The Contributors Company will use its commercially reasonable best efforts, and the Recipients Buyer shall in good faith reasonably cooperate with each other and (i) promptly prepare and file all necessary documentation, (ii) effect all necessary applications, notices, petitions and filings and execute all agreements and documents, (iii) use commercially reasonable efforts to obtain the transfer or issuance to the Recipients of all necessary consents, approvals and authorizations of all Governmental Authorities Company at the earliest possible date and (iv) use commercially reasonable efforts Company’s request, to obtain all consents, approvals approvals, authorizations, waivers or similar affirmations described on Disclosure Schedule Section 3.13(c). Each party will notify the other party promptly and authorizations shall promptly furnish the other party with copies of all notices or other parties, in the case communications received by such party or any of each its Subsidiaries of clauses (i) through any communication from any Person alleging that the consent of such Person (ivor another Person) above as are necessary is or advisable to consummate may be required in connection with the transactions contemplated by this Agreement at (and the earliest possible date response thereto from such party, its Subsidiaries or required by its representatives), (ii) subject to applicable Laws and the terms instructions of any noteGovernmental Authority, bondany communication from any Governmental Authority in connection with the transactions contemplated by this Agreement (and the response thereto from such party, mortgageits Subsidiaries or its representatives) and (iii) any legal actions threatened or commenced against or otherwise affecting such party or any of its Subsidiaries that are related to the merger transactions contemplated by this Agreement (and the response thereto from such party, indenture, deed of trust, license, franchise, permit, concession, contract, lease its Subsidiaries or other instrument its representatives). With respect to which any of the Contributors foregoing, Company will consult with Buyer and its representatives as often as practicable under the circumstances so as to permit Company and Buyer and their respective representatives to cooperate to take appropriate measures to avoid or the Recipients is a party or by which mitigate any adverse consequences that may result from any of them is boundthe foregoing.
(c) Notwithstanding anything in this Agreement, the Recipients agree that the Contributors’ obligations under this Agreement shall in no way require any Contributor to accept any condition or requirement of any regulatory approval that is or could reasonably be determined to be adverse to any Contributor or EXH.
Appears in 1 contract
Regulatory Filings; Consents. (a) As promptly as practicable but in any event no later than five business days after the date of this Agreement, the Contributors The KM Parties and the Recipients Parent Parties shall file with the Federal Trade Commission each use, and the Department of Justice any notifications and other documents required shall cause their respective Affiliates to be filed by such party under the HSR Act with respect to the Transactions. The parties shall consult with each other to respond promptly to any requests for additional information made by either of such agencies and to cause the waiting periods under the HSR Act to terminate or expire at the earliest possible date after the date of filing. MLP will pay use, all filing fees under the HSR Act, but each party will bear its own costs except EESLP will bear the costs of EES Leasing for the preparation of any such filing.
(b) The Contributors and the Recipients shall in good faith cooperate with each other and (i) promptly prepare and file all necessary documentation, (ii) effect all necessary applications, notices, petitions and filings and execute all agreements and documents, (iii) use commercially reasonable efforts to obtain the transfer or issuance to the Recipients of all necessary consents, approvals and authorizations of all Governmental Authorities at the earliest possible date and (iv) use commercially reasonable efforts to obtain all necessary consents, waivers, authorizations and approvals and authorizations to give all notices to and make all filings with, all Governmental Authorities and other Persons that may be or become necessary for its execution and delivery of, and the performance of its obligations under this Agreement and the Transaction Documents to which it is a party and will cooperate fully with the other Party in promptly seeking to obtain all other partiessuch authorizations, in the case of each of clauses (i) through (iv) above as are necessary or advisable consents, orders, and approvals, giving such notices, and making such filings with respect to consummate the transactions contemplated by this Agreement at the earliest possible date or required Agreement, provided that, except as specifically provided in this Section 6.3, such assistance shall not be deemed to require an expenditure of money by the terms KM Parties with respect to consent or approval required to be obtained by Parent Parties or their Affiliates. In the event any Governmental Authority issues any order, writ, injunction or decree that prohibits or restrains a Party from consummating the transactions contemplated hereby, such Party shall, and shall cause each of its Affiliates to, use its reasonable best efforts to have such order, writ, injunction or decree lifted as soon as practicable. Notwithstanding the foregoing or any noteother provision of this Agreement, bondnothing in this Agreement shall require the KM Parties, mortgageHS, indentureParent or any of their respective Affiliates to enter into or offer to enter into any divestiture, deed of trusthold-separate, licensebusiness limitation or similar agreement or undertaking whether prior to or after the Closing Date, franchise, permit, concession, contract, lease or other instrument to which commit or agree to any of the Contributors foregoing, to obtain any consents, approvals, permits or the Recipients is a party or by which any of them is boundauthorizations.
(c) Notwithstanding anything in this Agreement, the Recipients agree that the Contributors’ obligations under this Agreement shall in no way require any Contributor to accept any condition or requirement of any regulatory approval that is or could reasonably be determined to be adverse to any Contributor or EXH.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Petrohawk Energy Corp)
Regulatory Filings; Consents. (a) As promptly as practicable but in any event no later than five business days after the date Each of this Agreement, the Contributors Buyer and the Recipients Parent and their respective Subsidiaries shall file with the Federal Trade Commission cooperate and the Department of Justice any notifications and other documents required to be filed by such party under the HSR Act with respect to the Transactions. The parties shall consult with each other to respond promptly to any requests for additional information made by either of such agencies and to cause the waiting periods under the HSR Act to terminate or expire at the earliest possible date after the date of filing. MLP will pay all filing fees under the HSR Act, but each party will bear use its own costs except EESLP will bear the costs of EES Leasing for the preparation of any such filing.
(b) The Contributors and the Recipients shall in good faith cooperate with each other and commercially reasonable efforts (i) promptly to prepare and file all necessary documentation, (ii) to promptly effect all necessary applicationsfilings, notices, petitions and filings and execute all agreements and documents, (iii) use commercially reasonable efforts to obtain the transfer or issuance to the Recipients of all necessary permits, consents, approvals and authorizations of all third parties and Governmental Authorities at the earliest possible date and (iv) use commercially reasonable efforts to obtain all consents, approvals and authorizations of all other parties, in the case of each of clauses (i) through (iv) above as are necessary or advisable to consummate the transactions contemplated by this Agreement, including, without limitation, the Regulatory Approvals and all other consents and approvals of a Governmental Authority required to consummate the Stock Sale and the Bank Dividend in the manner contemplated herein, (ii) to comply with the terms and conditions of such permits, consents, approvals and authorizations and (iii) to cause the transactions contemplated by this Agreement at to be consummated as expeditiously as practicable; provided, however, that in no event shall Buyer be required to agree to any prohibition, limitation, or other requirement which would prohibit or materially limit the earliest possible date ownership or required operation by the terms Bank or any of its Subsidiaries, or by Buyer or any of its Subsidiaries, of all or any material portion of the business or assets of the Bank or any of its Subsidiaries or Buyer or its Subsidiaries, or compel Buyer or any of its Subsidiaries to dispose of all or any material portion of the business or assets of the Bank or any of its Subsidiaries or Buyer or any of its Subsidiaries or continue any portion of any noteRegulatory Agreement against Buyer after the Stock Sale (together, bondthe “Burdensome Conditions”). Buyer and Seller will furnish each other and each other’s counsel with all information concerning themselves, mortgagetheir Subsidiaries, indenturedirectors, deed trustees, officers and shareholders and such other matters as may be necessary or advisable in connection with any application, petition or any other statement or application made by or on behalf of trustBuyer or Seller to any Governmental Authority in connection with the transactions contemplated by this Agreement. Each party hereto shall have the right to review and approve in advance all characterizations of the information relating to such party and any of its Subsidiaries that appear in any filing made in connection with the transactions contemplated by this Agreement with any Governmental Authority. In addition, license, franchise, permit, concession, contract, lease Buyer and Seller shall each furnish to the other for review a copy of each such filing made in connection with the transactions contemplated by this Agreement with any Governmental Authority prior to its filing.
(b) Seller will notify Buyer promptly and shall promptly furnish Buyer with copies of notices or other instrument communications received by the Seller, the Bank or any of their Subsidiaries of (i) any communication from any Person alleging that the consent of such Person (or another Person) is or may be required in connection with the transactions contemplated by this Agreement (and the response thereto from Parent, the Bank or any of their Subsidiaries or their representatives), (ii) subject to which applicable Laws and the instructions of any Governmental Authority, any communication from any Governmental Authority in connection with the transactions contemplated by this Agreement (and the response thereto from Seller, the Bank or any of their Subsidiaries or their representatives) and (iii) any legal actions threatened or commenced against or otherwise affecting the Seller, the Bank or any of their Subsidiaries that are related to the transactions contemplated by this Agreement (and the response thereto from the Seller, the Bank or any of their Subsidiaries or their representatives). With respect to any of the Contributors foregoing, the Seller will consult with Buyer and its representatives as often as practicable under the circumstances so as to permit the Seller and Buyer and their respective representatives to cooperate to take appropriate measures to avoid or the Recipients is a party or by which mitigate any adverse consequences that may result from any of them is boundthe foregoing.
(c) Buyer will notify Parent promptly and shall promptly furnish Parent with copies of notices or other communications received by Buyer or any of its Subsidiaries of (i) any communication from any Person alleging that the consent of such Person (or other Person) is or may be required in connection with the transactions contemplated by this Agreement (and the response thereto from Buyer or its representatives), (ii) subject to applicable Laws and the instructions of any Governmental Authority, any communication from any Governmental Authority in connection with the transactions contemplated by this Agreement (and the response thereto from Buyer or its representatives), and (iii) any legal actions threatened or commenced against or otherwise affecting Buyer any of its Subsidiaries that are related to the transactions contemplated by this Agreement (and the response thereto from Buyer, its Subsidiaries or its representatives).
(d) Notwithstanding anything in this Agreementthe foregoing and except as otherwise required by applicable Law, the Recipients agree that Seller agrees not to initiate or engage in any contact or communication with any Governmental Authority about the Contributors’ obligations under transactions contemplated by this Agreement shall in no way require any Contributor to accept any condition and the Regulatory Approvals without the presence of or requirement prior approval of any regulatory approval that is or could reasonably be determined to be adverse to any Contributor or EXHrepresentatives of the Buyer.
Appears in 1 contract
Samples: Stock Purchase Agreement (Bear State Financial, Inc.)
Regulatory Filings; Consents. (a) As Each of Buyer and the Company and their respective Subsidiaries shall cooperate and use their respective commercially reasonable efforts (i) to promptly prepare all documentation (including the Joint Proxy Statement-Prospectus), to effect all filings, to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary to consummate the transactions contemplated by this Agreement, including, without limitation, all Regulatory Approvals and all other consents and approvals of a Governmental Authority required to consummate the Merger, (ii) to comply with the terms and conditions of such permits, consents, approvals and authorizations and (iii) to cause the transactions contemplated by this Agreement to be consummated as expeditiously as practicable but (including by avoiding or setting aside any preliminary or permanent injunction or other order of any United States federal or state court of competent jurisdiction or any other Governmental Authority); provided, however, that in no event shall Buyer be required to agree to any prohibition, limitation, or other requirement which would prohibit or materially limit the ownership or operation by Buyer or any of its Subsidiaries, of all or any material portion of the business or assets of the Company or any of its Subsidiaries or Buyer or its Subsidiaries, or compel Buyer or any of its Subsidiaries to dispose of or hold separate all or any material portion of the business or assets of the Company or any of its Subsidiaries or Buyer or any of its Subsidiaries or otherwise reasonably be expected to have a Material Adverse Effect on Buyer and its Subsidiaries, taken as a whole, after giving effect to the Merger (a “Burdensome Conditions”). Buyer and the Company will furnish each other and each other’s counsel with all information concerning themselves, their Subsidiaries, directors, trustees, officers and shareholders and such other matters as may be necessary or advisable in connection with any application, petition, or any other statement made by or on behalf of Buyer or the Company to any Governmental Authority in connection with the transactions contemplated by this Agreement (each, a “Regulatory Application”). Each Party agrees to promptly advise the other if, at any time prior to the Effective Time, any information provided by such Party for such Regulatory Application becomes incorrect or incomplete in any event no later than five business material respect and promptly to provide the other Party with the information needed to correct such inaccuracy or omission. Buyer shall promptly furnish the Company with such supplemental information as may be necessary in order to cause each Regulatory Application, insofar as it relates to Buyer and its Subsidiaries, to comply with all applicable legal requirements. The Company shall promptly furnish Buyer with such supplemental information as may be necessary in order to cause each Regulatory Application, insofar as it relates to the Company and its Subsidiaries, to comply with all applicable legal requirements. Provided that the Company has cooperated as required by this Agreement, Buyer agrees to use commercially reasonable efforts to file the requisite applications with the FDIC and the NJDOBI within sixty (60) days after the date of this Agreement. Each Party shall have the right to review and approve in advance all characterizations of the information relating to it and any of its Subsidiaries that appear in any filing made in connection with the transactions contemplated by this Agreement with any Governmental Authority, the Contributors and Buyer and the Recipients Company shall file each furnish to the other for review a copy of each such filing made in connection with the Federal Trade Commission and the Department of Justice transactions contemplated by this Agreement with any notifications and other documents required Governmental Authority prior to be filed by such party under the HSR Act with respect its filing, in each case subject to applicable Laws relating to the Transactions. The parties shall consult with each other to respond promptly to any requests for additional information made by either exchange of such agencies and to cause the waiting periods under the HSR Act to terminate or expire at the earliest possible date after the date of filing. MLP will pay all filing fees under the HSR Act, but each party will bear its own costs except EESLP will bear the costs of EES Leasing for the preparation of any such filinginformation.
(b) The Contributors Company will notify Buyer promptly and shall promptly furnish Buyer with copies of notices or other communications or summaries of oral communications received by the Recipients shall in good faith cooperate with each other and Company or any of its Subsidiaries of (i) promptly prepare and file all necessary documentationany communication, written or oral, from any Person alleging that the consent of such Person (iior another Person) effect all necessary applications, notices, petitions and filings and execute all agreements and documents, (iii) use commercially reasonable efforts to obtain the transfer is or issuance to the Recipients of all necessary consents, approvals and authorizations of all Governmental Authorities at the earliest possible date and (iv) use commercially reasonable efforts to obtain all consents, approvals and authorizations of all other parties, may be required in the case of each of clauses (i) through (iv) above as are necessary or advisable to consummate connection with the transactions contemplated by this Agreement at (and the earliest possible date response thereto from the Company, its Subsidiaries or required by its representatives), (ii) subject to applicable Laws and the terms instructions of any noteGovernmental Authority, bondany communication, mortgagewritten or oral, indenturefrom any Governmental Authority in connection with the transactions contemplated by this Agreement (and the response thereto from the Company, deed its Subsidiaries or its representatives), and (iii) any legal actions threatened or commenced against or otherwise affecting the Company or any of trustits Subsidiaries that are related to the transactions contemplated by this Agreement (and the response from the Company, license, franchise, permit, concession, contract, lease its Subsidiaries or other instrument its representatives). With respect to which any of the Contributors foregoing, the Company will consult with Buyer and its representatives so as to permit the Company and Buyer and their respective representatives to cooperate to take appropriate measures to avoid or the Recipients is a party or by which mitigate any adverse consequences that may result from any of them is boundthe foregoing.
(c) Notwithstanding anything in this AgreementBuyer will notify the Company promptly and shall promptly furnish the Company with copies of notices or other communications or summaries of oral communications received by Buyer or any of its Subsidiaries of (i) any communication, the Recipients agree written or oral, from any Person alleging that the Contributors’ obligations under consent of that Person (or other Person) is or may be required in connection with the transactions contemplated by this Agreement shall in no way require any Contributor (and the response from Buyer or its representatives), (ii) subject to accept any condition or requirement applicable Laws and the instructions of any regulatory approval Governmental Authority, any communication, written or oral, from any Governmental Authority in connection with the transactions contemplated by this Agreement (and the response from Buyer or its representatives), and (iii) any legal actions threatened or commenced against or otherwise affecting Buyer or any of its Subsidiaries that is are related to the transactions contemplated by this Agreement (and the response from Buyer, its Subsidiaries or could reasonably be determined to be adverse to any Contributor or EXHits representatives).
Appears in 1 contract
Regulatory Filings; Consents. (a) As promptly as practicable but in any event no later than five business days after the date Each of this Agreement, the Contributors Buyer and the Recipients Company and their respective Subsidiaries shall file with the Federal Trade Commission cooperate and the Department of Justice any notifications and other documents required to be filed by such party under the HSR Act with respect to the Transactions. The parties shall consult with each other to respond promptly to any requests for additional information made by either of such agencies and to cause the waiting periods under the HSR Act to terminate or expire at the earliest possible date after the date of filing. MLP will pay all filing fees under the HSR Act, but each party will bear its own costs except EESLP will bear the costs of EES Leasing for the preparation of any such filing.
(b) The Contributors and the Recipients shall in good faith cooperate with each other and use their respective reasonable best efforts (i) promptly to prepare and file all necessary documentationdocumentation (including the Proxy Statement-Prospectus), (ii) to effect all necessary applicationsfilings, notices, petitions and filings and execute all agreements and documents, (iii) use commercially reasonable efforts to obtain the transfer or issuance to the Recipients of all necessary permits, consents, approvals and authorizations of all third parties and Governmental Authorities at the earliest possible date and (iv) use commercially reasonable efforts to obtain all consents, approvals and authorizations of all other parties, in the case of each of clauses (i) through (iv) above as are necessary or advisable to consummate the transactions contemplated by this Agreement at Agreement, including, without limitation, the earliest possible date or required by Regulatory Approvals, (ii) to comply with the terms and conditions of such permits, consents, approvals and authorizations and (iii) to cause the Merger to be consummated as expeditiously as practicable (including by avoiding or setting aside any preliminary or permanent injunction or other order of any noteUnited States federal or state court of competent jurisdiction or any other Governmental Authority); provided, bondhowever, mortgagethat in no event shall Buyer be required to agree to any prohibition, indenturelimitation, deed of trust, license, franchise, permit, concession, contract, lease or other instrument requirement which would prohibit or materially limit the ownership or operation by Company or any of its Subsidiaries, or by Buyer or any of its Subsidiaries, of all or any material portion of the business or assets of Company or any of its Subsidiaries or Buyer or its Subsidiaries, or compel Buyer or any of its Subsidiaries to which dispose of or hold separate all or any material portion of the business or assets of Company or any of its Subsidiaries or Buyer or any of its Subsidiaries (together, the "Burdensome Conditions"). Buyer and Company will furnish each other and each other's counsel with all information concerning themselves, their Subsidiaries, directors, trustees, officers and shareholders and such other matters as may be necessary or advisable in connection with the Proxy Statement-Prospectus and any application, petition or any other statement or application made by or on behalf of Buyer or Company to any Governmental Authority in connection with the transactions contemplated by this Agreement. Each party hereto shall have the right to review and approve in advance all characterizations of the information relating to such party and any of its Subsidiaries that appear in any filing made in connection with the transactions contemplated by this Agreement with any Governmental Authority. In addition, Buyer and Company shall each furnish to the other for review a copy of each such filing made in connection with the transactions contemplated by this Agreement with any Governmental Authority prior to its filing.
(b) Company will notify Buyer promptly and shall promptly furnish Buyer with copies of notices or other communications received by Company or any of its Subsidiaries of (i) any communication from any Person alleging that the consent of such Person (or another Person) is or may be required in connection with the transactions contemplated by this Agreement (and the response thereto from Company, its Subsidiaries or its representatives), (ii) subject to applicable Laws and the instructions of any Governmental Authority, any communication from any Governmental Authority in connection with the transactions contemplated by this Agreement (and the response thereto from Company, its Subsidiaries or its representatives) and (iii) any legal actions threatened or commenced against or otherwise affecting Company or any of its Subsidiaries that are related to the transactions contemplated by this Agreement (and the response thereto from Company, its Subsidiaries or its representatives). With respect to any of the Contributors foregoing, Company will consult with Buyer and its representatives so as to permit Company and Buyer and their respective representatives to cooperate to take appropriate measures to avoid or the Recipients is a party or by which mitigate any adverse consequences that may result from any of them is boundthe foregoing.
(c) Notwithstanding anything in this Agreement, the Recipients agree Buyer will notify Company promptly and shall promptly furnish Company with copies of notices or other communications received by Buyer or any of its Subsidiaries of (i) any communication from any Person alleging that the Contributors’ obligations under consent of such Person (or other Person) is or may be required in connection with the transactions contemplated by this Agreement shall in no way require any Contributor (and the response thereto from Buyer or its Representatives), (ii) subject to accept any condition or requirement applicable Laws and the instructions of any regulatory approval Governmental Authority, any communication from any Governmental Authority in connection with the transactions contemplated by this Agreement (and the response thereto from Buyer or its Representatives), and (iii) any legal actions threatened or commenced against or otherwise affecting Company or any of its Subsidiaries that is are related to the transactions contemplated by this Agreement (and the response thereto from Company, its Subsidiaries or could reasonably be determined to be adverse to any Contributor or EXHits representatives).
Appears in 1 contract
Regulatory Filings; Consents. (a) As promptly as practicable but in any event no later than five business days after the date Each of this Agreement, the Contributors Buyer and the Recipients Company and their respective Subsidiaries shall file with the Federal Trade Commission cooperate and the Department of Justice any notifications and other documents required to be filed by such party under the HSR Act with respect to the Transactions. The parties shall consult with each other to respond promptly to any requests for additional information made by either of such agencies and to cause the waiting periods under the HSR Act to terminate or expire at the earliest possible date after the date of filing. MLP will pay all filing fees under the HSR Act, but each party will bear its own costs except EESLP will bear the costs of EES Leasing for the preparation of any such filing.
(b) The Contributors and the Recipients shall in good faith cooperate with each other and use their respective commercially reasonable efforts (i) promptly to prepare and file all necessary documentationdocumentation (including the Proxy Statement-Prospectus), (ii) to effect all necessary applicationsfilings, notices, petitions and filings and execute all agreements and documents, (iii) use commercially reasonable efforts to obtain the transfer or issuance to the Recipients of all necessary permits, consents, approvals and authorizations of all third parties and Governmental Authorities at the earliest possible date and (iv) use commercially reasonable efforts to obtain all consents, approvals and authorizations of all other parties, in the case of each of clauses (i) through (iv) above as are necessary or advisable to consummate the transactions contemplated by this Agreement at Agreement, including, without limitation, all Regulatory Approvals and all other consents and approvals of a Governmental Authority required to consummate the earliest possible date or required by Merger in the manner contemplated herein, (ii) to comply with the terms and conditions of such permits, consents, approvals and authorizations and (iii) to cause the transactions contemplated by this Agreement to be consummated as expeditiously as practicable (including by avoiding or setting aside any preliminary or permanent injunction or other order of any noteUnited States federal or state court of competent jurisdiction or any other Governmental Authority); provided, bondhowever, mortgagethat in no event shall Buyer be required to agree to any prohibition, indenturelimitation, deed of trust, license, franchise, permit, concession, contract, lease or other instrument to requirement which would prohibit or materially limit the ownership or operation by Buyer or any of its Subsidiaries, of all or any material portion of the Contributors business or the Recipients is a party assets of Company or by which any of them is boundits Subsidiaries or Buyer or its Subsidiaries, or compel Buyer or any of its Subsidiaries to dispose of or hold separate all or any material portion of the business or assets of Company or any of its Subsidiaries or Buyer or any of its Subsidiaries (together, the “Burdensome Conditions”). Buyer and Company will furnish each other and each other’s counsel with all information concerning themselves, their Subsidiaries, directors, trustees, officers and stockholders and such other matters as may be necessary or advisable in connection with the Proxy Statement-Prospectus and any application, petition or any other statement or application made by or on behalf of Buyer or Company to any Governmental Authority in connection with the transactions contemplated by this Agreement. Each party hereto shall have the right to review and approve in advance all characterizations of the information relating to such party and any of its Subsidiaries that appear in any filing made in connection with the transactions contemplated by this Agreement with any Governmental Authority. In addition, Buyer and Company shall each furnish to the other for review a copy of each such filing made in connection with the transactions contemplated by this Agreement with any Governmental Authority prior to its filing.
(b) Company will use its commercially reasonable efforts to (i) submit applications to obtain the approval from the Massachusetts Commissioner of Banks to, contingent upon the Closing, close each of Company Bank’s four branch locations effective on or immediately prior to the Effective Time (the “Branch Closure Applications”), and (ii) provide notice(s) to the FDIC of the intent to close such branches in accordance with FDIC rules and regulations (the “FDIC Notice”). Buyer shall, no later than June 30, 2016, submit the Branch Closure Applications and all supporting materials to the Massachusetts Commissioner of Banks and the FDIC Notice to the FDIC in accordance with applicable Law. Buyer shall have the opportunity to review and approve the Branch Closure Applications and the FDIC Notice prior to filing and shall be required to cooperate with Company in the preparation of such filings.
(c) Notwithstanding anything in this Agreement, the Recipients agree Company will notify Buyer promptly and shall promptly furnish Buyer with copies of notices or other communications received by Company or any of its Subsidiaries of (i) any communication from any Person alleging that the Contributors’ obligations under consent of such Person (or another Person) is or may be required in connection with the transactions contemplated by this Agreement shall in no way require any Contributor (and the response thereto from Company, its Subsidiaries or its representatives), (ii) subject to accept any condition or requirement applicable Laws and the instructions of any regulatory approval Governmental Authority, any communication from any Governmental Authority in connection with the transactions contemplated by this Agreement (and the response thereto from Company, its Subsidiaries or its representatives) and the Branch Closure Applications and the FDIC Notice, and (iii) any legal actions threatened or commenced against or otherwise affecting Company or any of its Subsidiaries that are related to the transactions contemplated by this Agreement (and the response thereto from Company, its Subsidiaries or its representatives). With respect to any of the foregoing, Company will consult with Buyer and its representatives so as to permit Company and Buyer and their respective representatives to cooperate to take appropriate measures to avoid or mitigate any adverse consequences that may result from any of the foregoing.
(d) Buyer will notify Company promptly and shall promptly furnish Company with copies of notices or other communications received by Buyer or any of its Subsidiaries of (i) any communication from any Person alleging that the consent of such Person (or other Person) is or could reasonably may be determined required in connection with the transactions contemplated by this Agreement (and the response thereto from Buyer or its representatives), (ii) subject to be adverse applicable Laws and the instructions of any Governmental Authority, any communication from any Governmental Authority in connection with the transactions contemplated by this Agreement (and the response thereto from Buyer or its representatives), and (iii) any legal actions threatened or commenced against or otherwise affecting Company or any of its Subsidiaries that are related to any Contributor the transactions contemplated by this Agreement (and the response thereto from Company, its Subsidiaries or EXHits representatives).
Appears in 1 contract
Regulatory Filings; Consents. (a) As In furtherance and not in limitation of the foregoing, each of the Purchaser and the Company shall make (i) as promptly as reasonably practicable but (and in any event no later than five business days within ten Business Days after the date of this Agreement, the Contributors ) an appropriate filing of a Notification and the Recipients shall file with the Federal Trade Commission and the Department of Justice any notifications and other documents required Report Form pursuant to be filed by such party under the HSR Act with respect to the Transactionstransactions contemplated hereby and (ii) as soon as reasonably practicable after the date hereof, prepare and file all other filings required to be filed with any Governmental Authority, including pursuant to any other antitrust Laws as set forth on Schedule 2.01(d) and Schedule 2.02(d). Each of the Sellers Representative, the Company and Purchaser shall use its reasonable best efforts to supply as promptly as reasonably practicable any additional information and documentary material that may be reasonably requested pursuant to the foregoing, and use its reasonable best efforts to take all other actions necessary to cause the expiration or termination of the applicable waiting periods, or to obtain the necessary approvals, regarding the foregoing as soon as reasonably practicable. The Purchaser shall pay all filing fees to be paid by the Purchaser and the Company pursuant to this Agreement under the HSR Act and under any such other antitrust Laws.
(b) Except as prohibited by applicable Law or Order, each of the Purchaser, the Sellers Representative and the Company shall use its reasonable best efforts to (i) cooperate in all respects with each other in connection with any filing or submission with a Governmental Authority in connection with the transactions contemplated hereby and in connection with any investigation or other inquiry by or before a Governmental Authority relating to the transactions contemplated hereby, (ii) promptly inform the other parties shall of (and, if in writing, supply to the other parties' legal counsel) any communication, other than any ministerial communications, received by such party from, or given by such party to, the Federal Trade Commission, the Antitrust Division of the Department of Justice, or any other similar Governmental Authority, in each case regarding any of the transactions contemplated hereby, (iii) consult with each other prior to respond promptly taking any material position with respect to any requests for additional information made by either of such agencies and to cause the waiting periods filings under the HSR Act in discussions with or filings to terminate or expire at be submitted to any Governmental Authority, (iv) permit the earliest possible date after other parties' legal counsel to review and discuss in advance, and consider in good faith the date views of filing. MLP will pay all filing fees the other parties in connection with, any analyses, presentations, memoranda, briefs, arguments, opinions and proposals to be submitted to any Governmental Authority with respect to filings under the HSR Act, but each and (v) coordinate with the other parties' legal counsel in preparing and exchanging such information and promptly provide the other parties' legal counsel with copies of all filings, presentations or submissions (and a summary of any oral presentations) made by such party will bear its own costs except EESLP will bear with any Governmental Authority relating to this Agreement or the costs transactions contemplated hereby under the HSR Act, which may be redacted for confidential information. Notwithstanding anything to the contrary herein, Purchaser shall, on behalf of EES Leasing the parties, have control over and lead the strategy for obtaining any clearances required in connection with the preparation transactions contemplated hereby and shall take the lead in all meetings and communications with any Governmental Authority in connection with obtaining such clearances and in any litigation under the HSR Act or any similar competition Law; provided, however, that Purchaser shall, to the extent reasonably practicable, consult in advance with the Sellers Representative and the Company and in good faith take the Sellers Representative and the Company's views into account regarding the overall strategic direction of any such filingapproval process, as applicable, and consult with the Company prior to taking any material substantive positions, making dispositive motions or other material substantive filings or submissions or entering into any negotiations concerning such approvals, as applicable. The parties shall take reasonable efforts to share information protected from disclosure under the attorney-client privilege, work product doctrine, joint defense privilege or any other privilege pursuant to this Section 8.04 in a manner so as to preserve the applicable privilege.
(bc) The Contributors Unless prohibited by applicable Law or Order or by the applicable Governmental Authority, each of the Sellers Representative and the Recipients Company, on one hand, and Purchaser, on the other hand, shall in good faith cooperate with each other and (i) promptly prepare and file all necessary documentationto the extent reasonably practicable, not participate in or attend any meeting, or engage in any conversation (other than ministerial conversations) with any Governmental Authority in respect of the transactions contemplated hereby without the other, (ii) effect all necessary applicationsto the extent reasonably practicable, notices, petitions give the other reasonable prior notice of any such meeting or conversation and filings and execute all agreements and documents, (iii) use in the event one such party is prohibited by applicable Law or Order or by the applicable Governmental Authority from participating or attending any such meeting or engaging in any such conversation, or it has not been reasonably practicable to include the non-participating party, keep such non-participating party reasonably apprised with respect thereto.
(d) Nothing in this Agreement shall obligate the Purchaser or any Merger Sub (including any of their Subsidiaries or Affiliates) to (i) agree to limit in any manner whatsoever or not to exercise any rights of ownership of any securities (including the Company Units), or to divest, dispose of or hold separate any securities or all or a portion of their respective businesses, assets or properties or of the business, assets or properties of the Company or any Subsidiary of the Company; (ii) agree to limit in any manner whatsoever the ability of such entities (A) to conduct their respective businesses or own such assets or properties or to conduct the businesses or own the properties or assets of the Company and any Subsidiary of the Company, or (B) to control their respective businesses or operations or the businesses or operations of the Company and any Subsidiary of the Company; (iii) otherwise take or commit to take any other action that would limit the Purchaser's freedom of action with respect to, or its ability to retain or hold, directly or indirectly, any businesses, assets, equity interests, product lines or properties of the Purchaser or the Company (including any of their respective Subsidiaries), in each case to obtain all approvals, consents, clearances, expirations or terminations of waiting periods, registrations, permits, authorizations and other confirmations required directly or indirectly under the HSR Act or any similar competition Law or to avoid the commencement of any action to prohibit the transactions contemplated hereby under the HSR Act or any similar competition Law; or (iv) to contest and resist any such action or proceeding, or to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other Order in any action or proceeding seeking to prohibit the transactions contemplated hereby or delay the Closing beyond the Termination Date, or to seek to have vacated, lifted, dissolved, reversed or overturned any decree, judgment, injunction or other Order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated hereby.
(e) This Section 8.04 (and not any other provisions herein) provides the Parties' sole and exclusive obligations with respect to seeking and obtaining antitrust or other regulatory approvals.
(f) The Company shall give (or shall cause its Subsidiaries to give) any notices to third parties, and use, and cause its Subsidiaries to use, their commercially reasonable efforts to obtain the transfer or issuance to the Recipients of all necessary any third party consents, approvals and authorizations including under any Contracts of all Governmental Authorities at the earliest possible date and (iv) use commercially reasonable efforts to obtain all consents, approvals and authorizations of all other parties, in the case of each of clauses Company or its Subsidiaries,
(i) through (iv) above as are necessary necessary, proper or advisable to consummate the transactions contemplated by this Agreement at or (ii) required to be disclosed in the earliest possible date or Schedules, provided that the parties shall not be required to make any payments in connection with obtaining any such consents unless expressly required by the terms of any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument to which any of the Contributors or the Recipients is a party or by which any of them is boundgiven Contract.
(c) Notwithstanding anything in this Agreement, the Recipients agree that the Contributors’ obligations under this Agreement shall in no way require any Contributor to accept any condition or requirement of any regulatory approval that is or could reasonably be determined to be adverse to any Contributor or EXH.
Appears in 1 contract
Samples: Merger Agreement (Andersons, Inc.)
Regulatory Filings; Consents. (a) As promptly as practicable but in any event no later than five business days after the date Each of this Agreement, the Contributors FBMS and the Recipients BBI and their respective Subsidiaries shall file with the Federal Trade Commission cooperate and the Department of Justice any notifications and other documents required to be filed by such party under the HSR Act with respect to the Transactions. The parties shall consult with each other to respond promptly to any requests for additional information made by either of such agencies and to cause the waiting periods under the HSR Act to terminate or expire at the earliest possible date after the date of filing. MLP will pay all filing fees under the HSR Act, but each party will bear its own costs except EESLP will bear the costs of EES Leasing for the preparation of any such filing.
(b) The Contributors and the Recipients shall in good faith cooperate with each other and use their respective reasonable best efforts (i) to promptly prepare all documentation (including the Registration Statement and file all necessary documentationthe Proxy Statement-Prospectus), (ii) and to effect all necessary applicationsfilings, notices, petitions and filings and execute all agreements and documents, (iii) use commercially reasonable efforts to obtain the transfer or issuance to the Recipients of all necessary permits, consents, approvals and authorizations of all third parties and Governmental Authorities at necessary to consummate the earliest possible date transactions contemplated by this Agreement, the Regulatory Approvals and all other consents and approvals of a Governmental Authority required to consummate the Merger in the manner contemplated herein, (ii) to comply with the terms and conditions of such permits, consents, approvals and authorizations and (iviii) use commercially reasonable efforts to obtain all cause the transactions contemplated by this Agreement to be consummated as expeditiously as practicable; provided, however, notwithstanding the foregoing or anything to the contrary in this Agreement, nothing contained herein shall be deemed to require FBMS or any of its Subsidiaries or BBI or any of its Subsidiaries to take any non-standard action, or commit to take any such action, or agree to any non-standard condition or restriction, in connection with obtaining the foregoing permits, consents, approvals and authorizations of any Governmental Authority that would reasonably be likely to have a material and adverse effect (measured on a scale relative to the affected Party) on the condition (financial or otherwise), results of operations, liquidity, assets or deposit liabilities, properties or business of FBMS, BBI, the Surviving Entity or the Surviving Bank, after giving effect to the Merger (“Burdensome Condition”). FBMS and BBI will furnish each other and each other’s counsel with all information concerning themselves, their Subsidiaries, directors, trustees, officers and shareholders and such other partiesmatters as may be necessary or advisable in connection with any application, petition or any other statement or application made by or on behalf of FBMS or BBI to any Governmental Authority in connection with the case transactions contemplated by this Agreement. Each Party shall have the right to review and approve in advance all characterizations of the information relating to such party and any of its Subsidiaries that appear in any filing made in connection with the transactions contemplated by this Agreement with any Governmental Authority. In addition, FBMS and BBI shall each furnish to the other for review a copy of each such filing made in connection with the transactions contemplated by this Agreement with any Governmental Authority prior to its filing. Each Party shall file any application and notice required of clauses it with any Governmental Authority within forty-five (i45) through (iv) above as are necessary or days following the date of this Agreement. Each Party also will promptly furnish to the other Party copies of written communications received by such Party from any Governmental Authorities with respect to the transactions contemplated hereby. Each Party agrees that it will consult with other Party with respect to the obtaining of all consents from the Governmental Authorities and other material consents advisable to consummate the transactions contemplated by this Agreement at and each Party will keep the earliest possible date or required by the terms of any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument to which any Party apprised of the Contributors or status of material matters relating to the Recipients is a party or by which any completion of them is boundthe transactions contemplated hereby.
(cb) Notwithstanding anything in this AgreementBBI will use its commercially reasonable efforts, and FBMS shall reasonably cooperate with BBI at BBI’s request, to obtain all consents, approvals, authorizations, waivers or similar affirmations described on BBI Disclosure Schedule 3.12(c). Each Party will notify the Recipients agree other Party promptly and shall promptly furnish the other Party with copies of notices or other communications received by such Party or any of its Subsidiaries of any communication from any Person alleging that the Contributors’ obligations under consent of such Person (or another Person) is or may be required in connection with the transactions contemplated by this Agreement shall in no way require (and the response thereto from such Party, its Subsidiaries or its representatives). The Parties and their representatives will consult as often as practicable under the circumstances so as to permit BBI and FBMS and their respective representatives to cooperate to take appropriate measures to obtain such consents and avoid or mitigate any Contributor to accept any condition or requirement of any regulatory approval adverse consequences that is or could reasonably be determined to be adverse to any Contributor or EXHmay result from the foregoing.
Appears in 1 contract
Regulatory Filings; Consents. (a) As Each of FBMS and FFB and their respective Subsidiaries shall cooperate and use their respective reasonable best efforts (i) to promptly prepare all documentation (including the Registration Statement and the Proxy Statement-Prospectus), and to effect all filings, to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary to consummate the transactions contemplated by this Agreement, the Regulatory Approvals and all other consents and approvals of a Governmental Authority required to consummate the Merger in the manner contemplated herein, (ii) to comply with the terms and conditions of such permits, consents, approvals and authorizations and (iii) to cause the transactions contemplated by this Agreement to be consummated as practicable but expeditiously as practicable; provided, however, notwithstanding the foregoing or anything to the contrary in this Agreement, nothing contained herein shall be deemed to require FBMS or any of its Subsidiaries or FFB or any of its Subsidiaries to take any non-standard action, or commit to take any such action, or agree to any non-standard condition or restriction, in connection with obtaining the foregoing permits, consents, approvals and authorizations of any Governmental Authority that would reasonably be likely to have a material and adverse effect (measured on a scale relative to the affected Party) on the condition (financial or otherwise), results of operations, liquidity, assets or deposit liabilities, properties or business of FBMS, FFB, the Surviving Entity or the Surviving Bank, after giving effect to the Merger (“Burdensome Condition”). FBMS and FFB will furnish each other and each other’s counsel with all information concerning themselves, their Subsidiaries, directors, trustees, officers and shareholders and such other matters as may be necessary or advisable in connection with any application, petition or any other statement or application made by or on behalf of FBMS or FFB to any Governmental Authority in connection with the transactions contemplated by this Agreement. Each Party shall have the right to review and approve in advance all characterizations of the information relating to such party and any of its Subsidiaries that appear in any event no later than five business filing made in connection with the transactions contemplated by this Agreement with any Governmental Authority. In addition, FBMS and FFB shall each furnish to the other for review a copy of each such filing made in connection with the transactions contemplated by this Agreement with any Governmental Authority prior to its filing.
(b) FFB will use its commercially reasonable efforts, and FBMS shall reasonably cooperate with FFB at FFB’s request, to obtain all consents, approvals, authorizations, waivers or similar affirmations described on FFB Disclosure Schedule 3.12(c), including filing all applications seeking the necessary Regulatory Approvals within 20 days after the date of this Agreement, . Each Party will notify the Contributors other Party promptly and shall promptly furnish the Recipients shall file other Party with the Federal Trade Commission and the Department copies of Justice any notifications and notices or other documents required to be filed communications received by such party under Party or any of its Subsidiaries of any communication from any Person alleging that the HSR Act with respect to the Transactions. The parties shall consult with each other to respond promptly to any requests for additional information made by either consent of such agencies and to cause the waiting periods under the HSR Act to terminate Person (or expire at the earliest possible date after the date of filing. MLP will pay all filing fees under the HSR Act, but each party will bear its own costs except EESLP will bear the costs of EES Leasing for the preparation of any such filing.
(banother Person) The Contributors and the Recipients shall is or may be required in good faith cooperate connection with each other and (i) promptly prepare and file all necessary documentation, (ii) effect all necessary applications, notices, petitions and filings and execute all agreements and documents, (iii) use commercially reasonable efforts to obtain the transfer or issuance to the Recipients of all necessary consents, approvals and authorizations of all Governmental Authorities at the earliest possible date and (iv) use commercially reasonable efforts to obtain all consents, approvals and authorizations of all other parties, in the case of each of clauses (i) through (iv) above as are necessary or advisable to consummate the transactions contemplated by this Agreement at (and the earliest possible date response thereto from such Party, its Subsidiaries or required by its representatives). The Parties and their representatives will consult as often as practicable under the terms of circumstances so as to permit FFB and FBMS and their respective representatives to cooperate to take appropriate measures to obtain such consents and avoid or mitigate any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument to which any of adverse consequences that may result from the Contributors or the Recipients is a party or by which any of them is boundforegoing.
(c) Notwithstanding anything in this Agreement, the Recipients agree that the Contributors’ obligations under this Agreement shall in no way require any Contributor to accept any condition or requirement of any regulatory approval that is or could reasonably be determined to be adverse to any Contributor or EXH.
Appears in 1 contract
Regulatory Filings; Consents. (a) As promptly as practicable but in any event no later than five business days after the date of this Agreement, the Contributors and the Recipients shall file with the Federal Trade Commission and the Department of Justice any notifications and other documents required to be filed by such party under the HSR Act with respect to the Transactions. The parties shall consult with each other to respond promptly to any requests for additional information made by either of such agencies and to cause the waiting periods under the HSR Act to terminate or expire at the earliest possible date after the date of filing. MLP will pay all filing fees under the HSR Act, but each party will bear its own costs except EESLP will bear the costs of EES Leasing for the preparation of any such filing.
(b) The Contributors and the Recipients shall in good faith cooperate with each other and (i) promptly prepare and file all necessary documentation, (ii) effect all necessary applications, notices, petitions and filings and execute all agreements and documents, (iii) use commercially reasonable efforts to obtain the transfer or issuance to the Recipients of all necessary consents, approvals and authorizations of all Governmental Authorities at the earliest possible date and (iv) use commercially reasonable efforts to obtain all consents, approvals and authorizations of all other parties, in the case of each of clauses (i) through (iv) above as are necessary or advisable to consummate the transactions contemplated by this Agreement at the earliest possible date or required by the terms of any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument to which any of the Contributors Contributors, ABS 2007, ABS Leasing or the Recipients is a party or by which any of them is bound.
(c) Notwithstanding anything in this Agreement, the Recipients agree that the Contributors’ obligations under this Agreement shall in no way require any Contributor to accept any condition or requirement of any regulatory approval that is or could reasonably be determined to be adverse to any Contributor Contributor, ABS 2007, ABS Leasing or EXH.
Appears in 1 contract
Samples: Contribution, Conveyance and Assumption Agreement (Exterran Partners, L.P.)
Regulatory Filings; Consents. (a) As promptly Each of Buyer and Company and their respective Subsidiaries shall cooperate and use their reasonable best efforts (i) to prepare all documentation (including the Proxy Statement-Prospectus), to effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary to consummate the transactions contemplated by this Agreement, including without limitation, the Regulatory Approvals and all other consents and approvals of a Governmental Authority required to consummate the Merger in the manner contemplated herein, (ii) to comply with the terms and conditions of such permits, consents, approvals and authorizations and (iii) to cause the transactions contemplated by this Agreement to be consummated as expeditiously as practicable; provided, however, that, notwithstanding anything to the contrary contained herein, in no event shall Buyer be required to agree to any prohibition, limitation, or other requirement, or take any action or omit to take any action, which would prohibit or limit the ownership or operation by Company or any of its Subsidiaries, or by Buyer or any of its Subsidiaries, of all or any portion of the business or assets of Company or any of its Subsidiaries or Buyer or its Subsidiaries, or compel Buyer or any of its Subsidiaries to dispose of all or any portion of the business or assets of Company or any of its Subsidiaries or Buyer or any of its Subsidiaries, or otherwise be reasonably likely, individually or in the aggregate, to have a material and adverse effect on Buyer and its Subsidiaries, taken as a whole and giving effect to the Merger (measured on a scale relative to Company and its Subsidiaries taken as a whole) (together, the “Burdensome Conditions”). Without limiting the generality of the foregoing, as soon as practicable but and in any no event no later than forty-five business (45) days after the date of this Agreement, Buyer and Company shall, and shall cause their respective Subsidiaries to, each prepare and file any applications, notices and filings required in order to obtain the Contributors and the Recipients shall file with the Federal Trade Commission and the Department of Justice any notifications Regulatory Approvals and other documents Governmental Authority consents and approvals required to be filed by such party under consummate the HSR Act with respect Merger. Subject to the Transactions. The parties shall consult with each other to respond promptly to any requests for additional information made by either of such agencies applicable Laws, (A) Buyer and to cause the waiting periods under the HSR Act to terminate or expire at the earliest possible date after the date of filing. MLP Company will pay all filing fees under the HSR Act, but each party will bear its own costs except EESLP will bear the costs of EES Leasing for the preparation of any such filing.
(b) The Contributors and the Recipients shall in good faith cooperate with furnish each other and (i) promptly prepare each other’s counsel with all information concerning themselves, their Subsidiaries, directors, trustees, officers and file all necessary documentation, (ii) effect all necessary applications, notices, petitions shareholders and filings and execute all agreements and documents, (iii) use commercially reasonable efforts to obtain the transfer or issuance to the Recipients of all necessary consents, approvals and authorizations of all Governmental Authorities at the earliest possible date and (iv) use commercially reasonable efforts to obtain all consents, approvals and authorizations of all such other parties, in the case of each of clauses (i) through (iv) above matters as are may be necessary or advisable in connection with any application, or petition made by or on behalf of Buyer or Company or their respective Subsidiaries to consummate any Governmental Authority in connection with the transactions contemplated by this Agreement, (B) each party hereto shall have the right to review and approve in advance all characterizations of the information relating to such party and any of its Subsidiaries that appear in any filing made in connection with the transactions contemplated by this Agreement at with any Governmental Authority, and (C) Buyer and Company will notify the earliest possible date or required by other promptly and shall promptly apprise the terms other of the substance of any notecommunication from any Governmental Authority received by it with respect to the regulatory applications filed solely in connection with the transactions contemplated by this Agreement (and its response thereto); provided, bondthat in no event shall Buyer or Buyer Bank be obligated to provide or otherwise disclose to Company confidential information regarding Buyer, mortgageBuyer Bank or any Affiliates or any pending merger transaction, indenture, deed of trust, license, franchise, permit, concession, contract, lease other than the Merger. Company shall provide Buyer with the opportunity to participate in meetings or other instrument substantive telephone discussions that it or its representatives may from time to which time have with any of Governmental Authority with respect to the Contributors or the Recipients is a party or by which any of them is boundtransactions contemplated thereby.
(cb) Notwithstanding anything Company will use its reasonable best efforts, and Buyer shall reasonably cooperate with Company at Company’s request, to obtain all consents, approvals, authorizations, waivers or similar affirmations described on Company Disclosure Schedule 3.13(c); provided that neither Company nor any of its Subsidiaries will be required to make any payment to or grant any concessions to any third party in this Agreementconnection therewith (and shall not make any such payment or grant any such concession without the prior written consent of Buyer). Each party will, to the Recipients agree extent permitted by applicable Law, notify the other party promptly and shall promptly furnish the other party with copies of notices or other communications received by such party or any of its Subsidiaries of any communication from any Person alleging that the Contributors’ obligations under consent of such Person (or another Person) is or may be required in connection with the transactions contemplated by this Agreement shall in no way require (and the response thereto from such party, its Subsidiaries or its representatives). Company will reasonably consult with Buyer and its representatives so as to permit Company and Buyer and their respective representatives to cooperate to take appropriate measures to obtain such consents and avoid or mitigate any Contributor to accept any condition or requirement of any regulatory approval adverse consequences that is or could reasonably be determined to be adverse to any Contributor or EXHmay result from the foregoing.
Appears in 1 contract
Samples: Merger Agreement (Seacoast Banking Corp of Florida)
Regulatory Filings; Consents. (a) As promptly Subject to the terms and conditions of this Agreement, the parties agree to use Reasonable Efforts to (i) make all necessary and appropriate filings with all applicable Governmental Entities and obtain required approvals and clearances with respect thereto, and (ii) obtain all material consents, waivers, approvals, authorizations and orders of any Person required in connection with the authorization, execution and delivery of this Agreement and the consummation of the Contemplated Transactions.
(b) Without limiting the generality of Section 5.6(a), each of the Sellers and the Purchaser agrees to (i) as soon as practicable but in any event no later than five business days after following the date of this Agreement, but in no event later than the Contributors earlier of (A) the date legally required for filing and (B) the Recipients shall twentieth (20th) Business Day following the date of execution and delivery of this Agreement (except as otherwise agreed by the parties), (1) file any notification and report forms and related material that it may be required to file with the United States Federal Trade Commission and the Antitrust Division of the United States Department of Justice any notifications and other documents required to be filed by such party under the HSR Act and (2) prepare and submit a joint voluntary notice with respect to the Transactions. The parties shall consult with each other Contemplated Transactions to respond promptly CFIUS pursuant to Exon-Xxxxxx, and (ii) make, using Reasonable Efforts, any requests for additional further filings or information made by either of such agencies and submissions that may be requested, necessary, proper or advisable pursuant to cause the waiting periods under the HSR Act or Exon-Xxxxxx. In addition, each party agrees to terminate or expire at file with the earliest possible date after applicable Governmental Entity, as soon as reasonably practicable following the date of filing. MLP will pay all filing fees this Agreement, any filings or similar information submissions required under any other applicable Laws, Orders, or administrative or judicial doctrines that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade, significantly impeding effective competition, substantially lessening competition, or constituting anticompetitive conduct (collectively, together with the HSR Act, but each the “Antitrust Laws”). Each party will bear promptly notify the other party of any material communication it or any of its own costs except EESLP Affiliates receives from any Governmental Entity relating to the Contemplated Transactions, and will bear permit the costs other party to review in advance, if possible, any proposed material communication by such party to any Governmental Entity. Neither party will agree to participate in any meeting with any Governmental Entity in respect of EES Leasing any filings, investigation or other inquiry unless it consults with the other party in advance and, to the extent permitted by such Governmental Entity and is reasonably practicable, gives the other party and/or its outside counsel the opportunity to attend and participate at such meeting. The parties will coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other party may reasonably request in connection with the foregoing. Each party will provide to counsel for the preparation other party correct and complete copies of all material correspondence, material filings or material communications (except personal identifier information provided pursuant to Exon-Xxxxxx) between them or any such filing.
(b) of their Representatives, on the one hand, and any Governmental Entity or members of its staff, on the other hand, with respect to this Agreement or the Contemplated Transactions; distribution of these materials may be limited to outside counsel only, upon reasonable request of the providing party. Subject to the foregoing obligations, the Purchaser shall have sole control over the strategy to obtain required approvals and clearances with applicable Governmental Entities. The Contributors Purchaser will, however, solicit and the Recipients shall consider in good faith cooperate with each other and (i) promptly prepare and file all necessary documentation, (ii) effect all necessary applications, notices, petitions and filings and execute all agreements and documents, (iii) use commercially reasonable efforts to obtain the transfer or issuance to the Recipients of all necessary consents, approvals and authorizations of all Governmental Authorities at the earliest possible date and (iv) use commercially reasonable efforts to obtain all consents, approvals and authorizations of all other parties, in the case of each of clauses (i) through (iv) above as are necessary or advisable to consummate the transactions contemplated by this Agreement at the earliest possible date or required by the terms of any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument to which any of the Contributors or the Recipients is a party or by which any of them is boundSellers’ suggestions regarding such strategy.
(c) Notwithstanding anything any other provision in this Section 5.6 or elsewhere in this Agreement, the Recipients agree that Purchaser shall pay any and all filing fees due under the Contributors’ obligations HSR Act and any other Antitrust Laws of jurisdictions outside of the United States of America in connection with the filings described above and neither the Sellers nor any other member of the Seller Group will have any Liability with respect to the payment of such filing fees.
(d) Notwithstanding anything to the contrary set forth herein, each party will use its Reasonable Efforts to resolve such objections, if any, as may be asserted by any Governmental Entity or private plaintiff with respect to the Contemplated Transactions under the HSR Act and any other Antitrust Laws. In connection therewith, if any Legal Proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement shall in no way require any Contributor to accept any condition or requirement as a violation of any regulatory approval Antitrust Law, to the extent directed by the Purchaser, each party will cooperate and use its Reasonable Efforts to contest and resist any such Legal Proceeding, and to have vacated, lifted, reversed, or overturned any Order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents, or could restricts consummation of the Contemplated Transactions; provided, that notwithstanding anything in this Agreement to the contrary, neither the Purchaser nor any of its Affiliates shall be required to litigate with or otherwise participate in any Legal Proceeding with any Governmental Entity in connection with obtaining any consent required by this Agreement or to consummate the Contemplated Transaction. Notwithstanding the foregoing, in the event any Governmental Entity objects to the Contemplated Transactions and in order to ensure that all Governmental Authorizations are obtained prior to the Latest Termination Date, the Purchaser shall propose, negotiate, offer to commit and effect (and if such offer is accepted, commit to and effect), by consent decree, hold separate order or otherwise, the sale, divestiture or disposition of any of the Acquired Assets, or otherwise offer to take or offer to commit to take any action which it is capable of taking (and if such offer is accepted, take or commit to take such action) that limits its freedom of action with respect to, or its ability to retain, the Business or any of the Acquired Assets, in order to avoid the entry of, or to effect the dissolution of, any Order in any suit or proceeding, which would have the effect of preventing or delaying the Initial Closing Date beyond the Latest Termination Date; provided, however, that, with respect to obtaining approvals and clearances under the HSR Act and any other Antitrust Laws, notwithstanding anything to the contrary in this Agreement, the Purchaser shall not be required to take such actions that reasonably would be expected to materially and adversely affect the reasonably anticipated benefits to the Purchaser of the Contemplated Transactions, with the understanding that any such actions that would reasonably be determined expected to, individually or in the aggregate, have the effect of reducing the revenues to be adverse realized by the Purchaser Group from the Business by more than ten percent (10%) as compared to the Business’ 2015 fiscal year as set forth in the Most Recent Audited Balance Sheet shall be deemed “material and adverse” for this purpose; and provided, further, that, with respect to obtaining consents with respect to CFIUS, notwithstanding anything to the contrary in this Agreement, neither the Sellers, the Purchaser, nor any Contributor of their respective Affiliates shall be obligated to consent to or EXHtake any action, and, without the prior written consent of the Purchaser, neither the Sellers nor any of their Affiliates shall consent to or take any action to sell, hold separate or otherwise dispose of any assets, businesses or interest, or agree to conditions relating to or changes in the conduct of its business or the Business (any such measure, a “Burdensome Condition”). Each party hereto agrees that it shall not, and shall cause its Affiliates not to, enter into any transaction, or any agreement to effect any transaction (including any merger or acquisition) that would, in and of itself, reasonably be expected to significantly delay (i) the expiration or termination of the waiting period under the HSR Act or any other Antitrust Laws applicable to the Contemplated Transactions or (ii) the receipt of all authorizations, consents, orders and approvals of any Governmental Entity necessary for the consummation of the Contemplated Transactions, which delay will cause such expiration, termination or receipt to occur after January 1, 2017.
Appears in 1 contract
Regulatory Filings; Consents. (a) As promptly Each of Buyer and Company and their respective Subsidiaries shall cooperate and use their commercially reasonable efforts (i) to prepare all documentation, to effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary to consummate the transactions contemplated by this Agreement, including without limitation, the Regulatory Approvals and all other consents and approvals of a Governmental Authority required to consummate the Merger in the manner contemplated herein (provided, however, that the Company’s obligation to participate in such Regulatory Approvals shall be non-financial), (ii) to comply with the terms and conditions of such permits, consents, approvals and authorizations and (iii) to cause the transactions contemplated by this Agreement to be consummated as expeditiously as practicable; provided, however, that, notwithstanding anything to the contrary contained herein, in no event shall Buyer be required to agree to any prohibition, limitation, or other requirement, or take any action or omit to take any action, which would (a) prohibit or limit the ownership or operation by Company or any of its Subsidiaries, or by Buyer or any of its Subsidiaries, of all or any material portion of the business or assets of Company or any of its Subsidiaries or Buyer or its Subsidiaries, (b) compel Buyer or any of its Subsidiaries to dispose of all or any material portion of the business or assets of Company or any of its Subsidiaries or Buyer or any of its Subsidiaries, or (c) otherwise be reasonably likely, individually or in the aggregate, to result in a Material Adverse Effect on Buyer and its Subsidiaries, taken as a whole and giving effect to the Merger (measured on a scale relative to Company and its Subsidiaries taken as a whole) (together, the “Burdensome Conditions”). Without limiting the generality of the foregoing, as soon as practicable but and in any no event no later than forty-five business (45) days after the date of this Agreement, Buyer and Company shall, and shall cause their respective Subsidiaries to, each prepare and file any applications, notices and filings required in order to obtain the Contributors and the Recipients shall file with the Federal Trade Commission and the Department of Justice any notifications Regulatory Approvals and other documents Governmental Authority consents and approvals required to be filed by such party under consummate the HSR Act with respect Merger. Subject to the Transactions. The parties shall consult with each other to respond promptly to any requests for additional information made by either of such agencies applicable Laws, (A) Buyer and to cause the waiting periods under the HSR Act to terminate or expire at the earliest possible date after the date of filing. MLP Company will pay all filing fees under the HSR Act, but each party will bear its own costs except EESLP will bear the costs of EES Leasing for the preparation of any such filing.
(b) The Contributors and the Recipients shall in good faith cooperate with furnish each other and (i) promptly prepare each other’s counsel with all information concerning themselves, their Subsidiaries, directors, trustees, officers, shareholders, Affiliates and file all necessary documentation, (ii) effect all necessary applications, notices, petitions potential investors and filings and execute all agreements and documents, (iii) use commercially reasonable efforts to obtain the transfer or issuance to the Recipients of all necessary consents, approvals and authorizations of all Governmental Authorities at the earliest possible date and (iv) use commercially reasonable efforts to obtain all consents, approvals and authorizations of all such other parties, in the case of each of clauses (i) through (iv) above matters as are may be necessary or advisable in connection with any application, or petition made by or on behalf of Buyer or Company or their respective Subsidiaries to consummate any Governmental Authority in connection with the transactions contemplated by this Agreement, (B) each party hereto shall have the right to receive in advance and review a copy of the non-confidential portion of any filing to be made in connection with the transactions contemplated by this Agreement at with any Governmental Authority (including all non-confidential supplements to such filings and all responses to requests for additional information and replies to comments prior to being filed with, or sent to, a Governmental Authority), and (C) Buyer and Company will notify the earliest possible date or required by other promptly and shall promptly apprise the terms other of the substance of any notecommunication from any Governmental Authority received by it with respect to the regulatory applications filed solely in connection with the transactions contemplated by this Agreement (and its response thereto); provided, bondthat in no event shall either party be obligated to provide or otherwise disclose to the other party confidential information regarding it or any Affiliates or any pending merger transaction, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease other than the Merger. Company shall provide Buyer with the opportunity to participate in meetings or other instrument substantive telephone discussions that it or its representatives may from time to which time have with any of Governmental Authority with respect to the Contributors or the Recipients is a party or by which any of them is boundtransactions contemplated thereby.
(cb) Notwithstanding anything Company will use its commercially reasonable efforts, and Buyer shall reasonably cooperate with Company at Company’s request, to obtain all consents, approvals, authorizations, waivers or similar affirmations described on Company Disclosure Schedule 3.13(c); provided that neither Company nor any of its Subsidiaries will be required to make any payment to or grant any concessions to any third party in this Agreementconnection therewith (and shall not make any such payment or grant any such concession without the prior written consent of Buyer). Each party will, to the Recipients agree extent permitted by applicable Law, notify the other party promptly and shall promptly furnish the other party with copies of notices or other communications received by such party or any of its Subsidiaries of any communication from any Person alleging that the Contributors’ obligations under consent of such Person (or another Person) is or may be required in connection with the transactions contemplated by this Agreement shall in no way require (and the response thereto from such party, its Subsidiaries or its representatives). Company will reasonably consult with Buyer and its representatives so as to permit Company and Buyer and their respective representatives to take appropriate measures to obtain such consents and avoid or mitigate any Contributor to accept any condition or requirement of any regulatory approval adverse consequences that is or could reasonably be determined to be adverse to any Contributor or EXHmay result from the foregoing.
Appears in 1 contract
Regulatory Filings; Consents. (a) As promptly as practicable but in any event no later than five business days after the date Each of this Agreement, the Contributors BFC and the Recipients HTB and their respective Subsidiaries shall file with the Federal Trade Commission cooperate and the Department of Justice any notifications and other documents required to be filed by such party under the HSR Act with respect to the Transactions. The parties shall consult with each other to respond promptly to any requests for additional information made by either of such agencies and to cause the waiting periods under the HSR Act to terminate or expire at the earliest possible date after the date of filing. MLP will pay all filing fees under the HSR Act, but each party will bear its own costs except EESLP will bear the costs of EES Leasing for the preparation of any such filing.
(b) The Contributors and the Recipients shall in good faith cooperate with each other and use their respective reasonable best efforts (i) to promptly prepare all documentation (including the Registration Statement and file all necessary documentationthe Proxy Statement-Prospectus), (ii) and to effect all necessary applicationsfilings, notices, petitions and filings and execute all agreements and documents, (iii) use commercially reasonable efforts to obtain the transfer or issuance to the Recipients of all necessary permits, consents, approvals and authorizations of all third parties and Governmental Authorities at the earliest possible date and (iv) use commercially reasonable efforts to obtain all consents, approvals and authorizations of all other parties, in the case of each of clauses (i) through (iv) above as are necessary or advisable to consummate the transactions contemplated by this Agreement, the Regulatory Approvals and all other consents and approvals of a Governmental Authority required to consummate the Merger in the manner contemplated herein, (ii) to comply with the terms and conditions of such permits, consents, approvals and authorizations and (iii) to cause the transactions contemplated by this Agreement to be consummated as expeditiously as practicable; provided, however, notwithstanding the foregoing or anything to the contrary in this Agreement, nothing contained herein shall be deemed to require BFC or any of its Subsidiaries or HTB or any of its Subsidiaries to take any non-standard action, or commit to take any such action, or agree to any non-standard condition or restriction, in connection with obtaining the foregoing permits, consents, approvals and authorizations of any Governmental Authority that would reasonably be likely to have a material and adverse effect (measured on a scale relative to HTB) on the condition (financial or otherwise), results of operations, liquidity, assets or deposit liabilities, properties or business of BFC, HTB, the Surviving Entity or the Surviving Bank, after giving effect to the Merger (“Burdensome Condition”). BFC and HTB will furnish each other and each other’s counsel with all information concerning themselves, their Subsidiaries, directors, trustees, officers and shareholders and such other matters as may be necessary or advisable in connection with any application, petition or any other statement or application made by or on behalf of BFC or HTB to any Governmental Authority in connection with the transactions contemplated by this Agreement. Each Party shall have the right to review and approve in advance all characterizations of the information relating to such party and any of its Subsidiaries that appear in any filing made in connection with the transactions contemplated by this Agreement with any Governmental Authority. In addition, BFC and HTB shall each furnish to the other for review a copy of each such filing made in connection with the transactions contemplated by this Agreement with any Governmental Authority prior to its filing.
(b) HTB will use its commercially reasonable efforts, and BFC shall reasonably cooperate with HTB at the earliest possible date HTB’s request, to obtain all consents, approvals, authorizations, waivers or similar affirmations described on HTB Disclosure Schedule 3.12(c) or that are otherwise required by to be obtained under the terms of any noteHTB Material Contract in order to prevent the consummation of the transactions contemplated by this Agreement from constituting a default under such HTB Material Contract or creating any lien, bondclaim, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument to which charge upon any of the Contributors assets of HTB or the Recipients is a party or by which any of them is bound.
(c) Notwithstanding anything in this Agreement, its Subsidiaries. Each Party will notify the Recipients agree other Party promptly and shall promptly furnish the other Party with copies of notices or other communications received by such Party or any of its Subsidiaries of any communication from any Person alleging that the Contributors’ obligations under consent of such Person (or another Person) is or may be required in connection with the transactions contemplated by this Agreement shall in no way require (and the response thereto from such Party, its Subsidiaries or its representatives). HTB will consult with BFC and its representatives as often as practicable under the circumstances so as to permit HTB and BFC and their respective representatives to cooperate to take appropriate measures to obtain such consents and avoid or mitigate any Contributor to accept any condition or requirement of any regulatory approval adverse consequences that is or could reasonably be determined to be adverse to any Contributor or EXHmay result from the foregoing.
Appears in 1 contract
Samples: Merger Agreement (Bank First Corp)
Regulatory Filings; Consents. (a) As promptly Subject to the terms and conditions of this Agreement, the parties agree to use Reasonable Efforts to (i) make all necessary and appropriate filings with all applicable Governmental Entities and obtain required approvals and clearances with respect thereto, and (ii) obtain all material consents, waivers, approvals, authorizations and orders of any Person required in connection with the authorization, execution and delivery of this Agreement and the consummation of the Contemplated Transactions. MASTER ACQUISITION AGREEMENT
(b) Without limiting the generality of Section 5.6(a), each of the Seller and the Purchaser agrees to (i) as soon as practicable but in any event no later than five business days after following the date of this Agreement, but in no event later than the Contributors earlier of (A) the date legally required for filing and (B) the Recipients shall tenth (10th) Business Day following the date of execution and delivery of this Agreement (except as otherwise agreed by the parties), file any notification and report forms and related material that it may be required to file with the United States Federal Trade Commission and the Antitrust Division of the United States Department of Justice any notifications and other documents required to be filed by such party under the HSR Act with respect and seek an early termination of the applicable waiting period, and (ii) make, using Reasonable Efforts, any further filings or information submissions that may be requested, necessary, proper or advisable pursuant to the HSR Act. In addition, each party agrees to file with the applicable Governmental Entity, as soon as reasonably practicable following the date of this Agreement, any filings or similar information submissions required under any other applicable United States federal or state or foreign statutes, rules, regulations, Orders, administrative or judicial doctrines or other Laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or constituting anticompetitive conduct (collectively, together with the HSR Act, the “Antitrust Laws”). Each party will promptly notify the other party of any material communication it or any of its Affiliates receives from any Governmental Entity relating to the Contemplated Transactions, and will permit the other party to review in advance, if possible, any proposed material communication by such party to any Governmental Entity. Neither party will agree to participate in any meeting with any Governmental Entity in respect of any filings, investigation or other inquiry unless it consults with the other party in advance and, to the extent permitted by such Governmental Entity, gives the other party and/or its outside counsel the opportunity to attend and participate at such meeting. The parties shall consult will coordinate and cooperate fully with each other to respond promptly to in exchanging such information and providing such assistance as the other party may reasonably request in connection with the foregoing and in seeking early termination of any requests for additional information made by either of such agencies and to cause the applicable waiting periods under the HSR Act to terminate or expire at the earliest possible date after the date of filing. MLP will pay all filing fees periods, including under the HSR Act, but each . Each party will bear its own costs except EESLP will bear the costs of EES Leasing provide to counsel for the preparation other party copies of all material correspondence, material filings or material communications between them or any such filing.
(b) The Contributors of their Representatives, on the one hand, and any Governmental Entity or members of its staff, on the other hand, with respect to this Agreement and the Recipients shall in good faith cooperate with each other and (i) promptly prepare and file all necessary documentationContemplated Transactions; distribution of these materials may be limited to outside counsel only, (ii) effect all necessary applications, notices, petitions and filings and execute all agreements and documents, (iii) use commercially upon reasonable efforts to obtain the transfer or issuance to the Recipients of all necessary consents, approvals and authorizations of all Governmental Authorities at the earliest possible date and (iv) use commercially reasonable efforts to obtain all consents, approvals and authorizations of all other parties, in the case of each of clauses (i) through (iv) above as are necessary or advisable to consummate the transactions contemplated by this Agreement at the earliest possible date or required by the terms of any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument to which any request of the Contributors or the Recipients is a party or by which any of them is boundproviding party.
(c) Notwithstanding anything any other provision in this Section 5.6 or elsewhere in this Agreement, the Recipients agree that Purchaser and the Contributors’ obligations Seller will each pay one half of any and all filing fees due under the HSR Act and any other Antitrust Laws of jurisdictions outside of the United States of America in connection with the filings described above and neither the Seller nor any other member of the Seller Group will have any Liability with respect to the payment of such filing fee other than its own internal costs.
(d) Without limiting the generality of Sections 5.6(a) and (b), the Purchaser and the Seller will each (i) use its Reasonable Efforts to achieve “substantial compliance” as promptly as practicable with any request for additional information or documentary material issued by a Governmental Entity under 15 U.S.C. § 18a(e) and in conjunction with the Contemplated Transactions (a “Second Request”), (ii) certify “substantial compliance” with any MASTER ACQUISITION AGREEMENT Second Request as promptly as practicable after the date of such Second Request, but in no event later than sixty (60) days from receipt of the Second Request, (iii) take all actions necessary to assert, defend and support its certification of “substantial compliance” with such Second Request, and (iv) not extend any waiting period under the HSR Act or enter into any agreement with such Governmental Entities or other authorities to delay or otherwise not to consummate as soon as practicable any of the Contemplated Transactions except with the prior written consent of the other party hereto, which consent may be withheld in the sole discretion of the non-requesting party.
(e) Notwithstanding anything to the contrary set forth herein, each party will use its Reasonable Efforts to resolve such objections, if any, as may be asserted by any Governmental Entity or private plaintiff with respect to the Contemplated Transactions under the HSR Act and any other Antitrust Laws. In connection therewith, if any Legal Proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement shall in no way require any Contributor to accept any condition or requirement as a violation of any regulatory approval Antitrust Law, each party will cooperate and use its Reasonable Efforts to contest and resist any such Legal Proceeding, and to have vacated, lifted, reversed, or overturned any Order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents, or could restricts consummation of the Contemplated Transactions, including by pursuing all available avenues of administrative and judicial appeal, unless by mutual agreement, the parties decide that litigation is not in their respective best interests. Notwithstanding the foregoing, in the event any such litigation, negotiation or other action is not reasonably capable of being resolved by the Termination Date, the Purchaser shall propose, negotiate, offer to commit and effect (and if such offer is accepted, commit to and effect), by consent decree, hold separate order or otherwise, the sale, divestiture or disposition of such assets or businesses of the Purchaser or its subsidiaries (including any of the Acquired Assets), or otherwise offer to take or offer to commit to take any action which it is capable of taking (and if such offer is accepted, take or commit to take such action) that limits its freedom of action with respect to, or its ability to retain, any of the businesses, services or assets of the Purchaser or its subsidiaries (including the Business), in order to avoid the entry of, or to effect the dissolution of, any Order in any suit or proceeding, which would have the effect of preventing or delaying the Initial Closing Date beyond the Termination Date, except as would be determined or create a material adverse effect upon the Purchaser or the value of the Business to be adverse the Purchaser. From the date hereof until the date of the final Closing (the “Final Closing Date”), neither the Seller nor the Purchaser will enter into any agreement or commitment with, or propose any agreement or commitment to, any Governmental Entity with respect to any Contributor matters arising under the HSR Act or EXHother Antitrust Laws or otherwise relating to the Contemplated Transactions without the written consent of the other party.
Appears in 1 contract
Samples: Master Acquisition Agreement (Zebra Technologies Corp)
Regulatory Filings; Consents. (a) As promptly as practicable but in any event no later than five business days after the date of this Agreement, the Contributors and the Recipients shall file with the Federal Trade Commission and the Department of Justice any notifications and other documents required to be filed by such party under the HSR Act with respect to the Transactions. The parties shall consult with each other to respond promptly to any requests for additional information made by either of such agencies and to cause the waiting periods under the HSR Act to terminate or expire at the earliest possible date after the date of filing. MLP will pay all filing fees under the HSR Act, but each party will bear its own costs except EESLP will bear the costs of EES Leasing for the preparation of any such filing.
(b) The Contributors and the Recipients shall in good faith cooperate with each other and (i) promptly prepare Each of Buyer and file all necessary documentation, (ii) effect all necessary applications, notices, petitions Company and filings their respective Subsidiaries shall cooperate and execute all agreements and documents, (iii) use their respective commercially reasonable efforts (i) to prepare all documentation (including the Proxy Statement-Prospectus), to effect all filings, to obtain the transfer or issuance to the Recipients of all necessary permits, consents, approvals and authorizations of all third parties and Governmental Authorities at the earliest possible date and (iv) use commercially reasonable efforts to obtain all consents, approvals and authorizations of all other parties, in the case of each of clauses (i) through (iv) above as are necessary or advisable to consummate the transactions contemplated by this Agreement at Agreement, including, without limitation, all Regulatory Approvals and all other consents and approvals of a Governmental Authority required to consummate the earliest possible date or required by Merger in the manner contemplated herein, (ii) to comply with the terms and conditions of such permits, consents, approvals and authorizations and (iii) to cause the transactions contemplated by this Agreement to be consummated as expeditiously as practicable (including by avoiding or setting aside any preliminary or permanent injunction or other order of any noteUnited States federal or state court of competent jurisdiction or any other Governmental Authority); provided, bondhowever, mortgagethat in no event shall Buyer be required to agree to any prohibition, indenturelimitation, deed of trust, license, franchise, permit, concession, contract, lease or other instrument requirement which would prohibit or materially limit the ownership or operation by Company or any of its Subsidiaries, or by Buyer or any of its Subsidiaries, of all or any material portion of the business or assets of Company or any of its Subsidiaries or Buyer or its Subsidiaries, or compel Buyer or any of its Subsidiaries to which dispose of or hold separate all or any material portion of the business or assets of Company or any of its Subsidiaries or Buyer or any of its Subsidiaries (together, the “Burdensome Conditions”). Buyer and Company will furnish each other and each other’s counsel with all information concerning themselves, their Subsidiaries, directors, trustees, officers and stockholders and such other matters as may be necessary or advisable in connection with the Proxy Statement-Prospectus and any application, petition or any other statement or application made by or on behalf of Buyer or Company to any Governmental Authority in connection with the transactions contemplated by this Agreement. Each party hereto shall have the right to review and approve in advance all characterizations of the information relating to such party and any of its Subsidiaries that appear in any filing made in connection with the transactions contemplated by this Agreement with any Governmental Authority. In addition, Buyer and Company shall each furnish to the other for review a copy of each such filing made in connection with the transactions contemplated by this Agreement with any Governmental Authority prior to its filing.
(j) Company will notify Buyer promptly and shall promptly furnish Buyer with copies of notices or other communications received by Company or any of its Subsidiaries of (i) any communication from any Person alleging that the consent of such Person (or another Person) is or may be required in connection with the transactions contemplated by this Agreement (and the response thereto from Company, its Subsidiaries or its representatives), (ii) subject to applicable Laws and the instructions of any Governmental Authority, any communication from any Governmental Authority in connection with the transactions contemplated by this Agreement (and the response thereto from Company, its Subsidiaries or its representatives) and (iii) any legal actions threatened or commenced against or otherwise affecting Company or any of its Subsidiaries that are related to the transactions contemplated by this Agreement (and the response thereto from Company, its Subsidiaries or its representatives). With respect to any of the Contributors foregoing, Company will consult with Buyer and its representatives so as to permit Company and Buyer and their respective representatives to cooperate to take appropriate measures to avoid or the Recipients is a party or by which mitigate any adverse consequences that may result from any of them is boundthe foregoing.
(ck) Notwithstanding anything in this Agreement, the Recipients agree Buyer will notify Company promptly and shall promptly furnish Company with copies of notices or other communications received by Buyer or any of its Subsidiaries of (i) any communication from any Person alleging that the Contributors’ obligations under consent of such Person (or other Person) is or may be required in connection with the transactions contemplated by this Agreement shall in no way require any Contributor (and the response thereto from Buyer or its representatives), (ii) subject to accept any condition or requirement applicable Laws and the instructions of any regulatory approval Governmental Authority, any communication from any Governmental Authority in connection with the transactions contemplated by this Agreement (and the response thereto from Buyer or its representatives), and (iii) any legal actions threatened or commenced against or otherwise affecting Company or any of its Subsidiaries that is are related to the transactions contemplated by this Agreement (and the response thereto from Company, its Subsidiaries or could reasonably be determined to be adverse to any Contributor or EXHits representatives).
Appears in 1 contract
Regulatory Filings; Consents. (a) As promptly as practicable but in any event no not later than five business days after the date of this Agreement, the Contributors and the Recipients shall file with the Federal Trade Commission and the Department of Justice any notifications and other documents required to be filed by such party under the HSR Act with respect to the Transactions. The parties shall consult with each other to respond promptly to any requests for additional information made by either of such agencies and to cause the waiting periods under the HSR Act to terminate or expire at the earliest possible date after the date of filing. MLP The Recipients will pay all filing fees under the HSR Act, Act but each party will bear its own costs except EESLP will bear the costs of EES Leasing for the preparation of any such filing.
(b) The Contributors and the Recipients shall in good faith cooperate with each other and (i) promptly prepare and file all necessary documentation, (ii) effect all necessary applications, notices, petitions and filings and execute all agreements and documents, (iii) use commercially reasonable efforts to obtain the transfer or issuance to the Recipients of all necessary consents, approvals and authorizations of all Governmental Authorities at the earliest possible date and (iv) use commercially reasonable efforts to obtain all consents, approvals and authorizations of all other parties, in the case of each of clauses (i) through (iv) above as are necessary or advisable to consummate the transactions contemplated by this Agreement at the earliest possible date or required by the terms of any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument to which any of the Contributors or UCO 2005 or the Recipients is a party or by which any of them is bound.
(c) Notwithstanding anything in this Agreement, the Recipients agree that the Contributors’ obligations under this Agreement shall in no way require any Contributor or UCO 2005 to accept any condition or requirement of any regulatory approval that is or could reasonably be determined to be adverse to any Contributor Contributor, UXX 0000 or EXHUCH.
Appears in 1 contract
Samples: Contribution, Conveyance and Assumption Agreement (Universal Compression Partners, L.P.)
Regulatory Filings; Consents. (a) As Subject to the terms and conditions of this Agreement, the Parties agree to use Reasonable Efforts to (i) make all necessary and appropriate filings with all applicable Governmental Entities and obtain required approvals and clearances with respect thereto, (ii) obtain all material waivers, approvals, authorizations and Orders of any Person required in connection with the authorization, execution and delivery of this Agreement and the consummation of the Contemplated Transactions, and (iii) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable to consummate and make effective the Contemplated Transactions as promptly as practicable.
(b) Without limiting the generality of Section 5.6(a), each of the Seller and the Purchaser agrees to (i) as soon as practicable but in any event no later than five business days after following the date of this Agreement, but in no event later than the Contributors earlier of (A) the date legally required for filing and (B) the Recipients shall tenth Business Day following the date of execution and delivery of this Agreement (except as otherwise agreed by the Parties), file any notification and report forms and related material that it may be required to file with the United States Federal Trade Commission and the Antitrust Division of the United States Department of Justice any notifications and other documents required to be filed by such party under the HSR Act and seek an early termination of the applicable waiting period, and (ii) make any further filings or information submissions that may be requested, necessary, proper or advisable pursuant to the HSR Act. In addition, each Party agrees to file with the applicable Governmental Entity, as soon as reasonably practicable following the date of this Agreement, but in no event later than the 30th day following the date of execution and delivery of this Agreement, any filings or similar information submissions required under any other applicable United States federal or state or foreign statutes, rules, regulations, Orders, administrative or judicial doctrines or other Laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or constituting anticompetitive conduct (collectively, together with the HSR Act, the “Antitrust Laws”). Each Party will promptly notify the other Party of any communication it or any of its Affiliates receives from any Governmental Entity relating to the Contemplated Transactions, and will permit the other Party to review in advance, if possible, any proposed communication by such Party to any Governmental Entity. Neither Party will agree to participate in any meeting with any Governmental Entity in respect of any filings, investigation or other inquiry unless it consults with the other Party in advance and, to the extent permitted by such Governmental Entity, gives the other Party and, if requested by such other Party, its outside counsel, a reasonable opportunity to attend and participate at such meeting. The Parties will coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other Party may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periods, including under the HSR Act. Each Party will provide to counsel for the other Party copies of all correspondence, filings or communications between them or any of their Representatives, on the one hand, and any Governmental Entity or members of its staff, on the other hand, with respect to this Agreement and the Contemplated Transactions. The parties shall consult .
(c) Notwithstanding any other provision in this Section 5.6 or elsewhere in this Agreement, each Party will be solely responsible for all fees required to be paid by them in accordance with the HSR Act or any other Antitrust Laws, including in jurisdictions outside of the United States of America in connection with the filings described above.
(d) Without limiting the generality of Sections 5.6(a) and (b), the Purchaser and the Seller will each other (i) use its best efforts (subject to respond the limitations set forth in Section 5.6(e)) to achieve “substantial compliance” as promptly to as practicable with any requests request for additional information made or documentary material issued by either a Governmental Entity under 15 U.S.C. § 18a(e) and in conjunction with the Contemplated Transactions (a “Second Request”), (ii) certify “substantial compliance” with any Second Request as promptly as practicable after the date of such agencies Second Request, (iii) take all actions necessary to assert, defend and to cause the support its certification of “substantial compliance” with such Second Request, and (iv) not extend any waiting periods period under the HSR Act or enter into any agreement with such Governmental Entities or other authorities to terminate delay or expire at otherwise not to consummate as soon as practicable any of the earliest possible date after Contemplated Transactions except with the date prior written consent of filing. MLP will pay all filing fees under the HSR Actother Party hereto, but each party will bear its own costs except EESLP will bear which consent may be withheld in the costs sole discretion of EES Leasing for the preparation of any such filingnon-requesting Party.
(be) The Contributors Without limiting the generality of the Purchaser’s undertaking pursuant to Sections 5.6(a) – (d), the Purchaser agrees to use its best efforts (subject to the limitations set forth in the last sentence of this Section 5.6(e)), and to take any and all steps necessary, to eliminate each and every impediment under any antitrust, competition or trade regulation Law that is asserted by any Governmental Entity (through the Recipients shall in good faith cooperate with each Head of the Governmental Entity or Division thereof) or any other and party so as to enable the Parties to cause the Closing to occur prior to the Termination Date, including: (i) promptly prepare negotiating, committing to and file all necessary documentationeffecting by consent decree, hold separate orders, or otherwise, the sale, divestiture or disposition of the Acquired Company’s properties or the Businesses to be acquired by the Purchaser pursuant to this Agreement (ii) effect all necessary applicationsbut not, noticesfor the avoidance of doubt, petitions and filings and execute all agreements and documentsany Assets of the Purchaser), (iii) use commercially reasonable efforts to obtain the transfer or issuance to the Recipients of all necessary consents, approvals and authorizations of all Governmental Authorities at the earliest possible date and (iv) use commercially reasonable efforts to obtain all consents, approvals and authorizations of all other parties, in the case of each of clauses (i) through (iv) above as are necessary in order to resolve concerns expressed by any Governmental Entity or advisable to consummate effect the dissolution of any injunction, temporary restraining order or other order in any suit or proceeding, which would otherwise have the effect of preventing the consummation of the transactions contemplated by this Agreement at prior to the earliest possible date Termination Date; and (ii) defending through litigation on the merits any claim asserted in court by any party in order to avoid entry of, or required by to have vacated or terminated, any decree, order or judgment (whether temporary, preliminary or permanent) that would prevent the terms of any noteClosing from occurring prior to the Termination Date; provided, bondhowever, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument to which any that such litigation in no way limits the obligation of the Contributors Purchaser to use its best efforts (subject to the limitations set forth in the last sentence of this Section 5.6(e)), and to take any and all steps necessary, to eliminate each and every impediment under any antitrust, competition or trade regulation Law to consummate the Recipients is a party or by which any of them is bound.
(c) Contemplated Transactions prior to the Termination Date. Notwithstanding anything to the contrary in this Agreement, the Recipients agree that the Contributors’ obligations under including this Agreement shall Section 5.6, in no way require event will the Purchaser or any Contributor of its Affiliates be required to accept (A) divest or hold separate any condition portion of the Assets of the Acquired Companies or requirement the Business representing, in the aggregate, in excess of $150,000,000 of revenue generated by the Acquired Companies between (and inclusive of) January 1, 2015 and December 31, 2015 or (B) otherwise take or commit to take any regulatory approval action that is limits the Purchaser’s or could any of its Affiliates’ freedom of action with respect to, or their ability to retain, the Business or the Assets of the Acquired Companies to the extent such restrictions would reasonably be determined expected to reduce the revenue of the Purchaser and its Affiliates by over $150,000,000 in any 12-month period. For avoidance of doubt, except as expressly set forth in the immediately preceding sentence, in no event will the Purchaser or any of its Affiliates (other than the Acquired Companies) be adverse required to divest or hold separate any Contributor portion of its or EXHtheir Assets or take any action that limits in any way Purchaser’s or any of its Affiliates’ (other than the Acquired Companies) freedom of action with respect to, or their ability to retain, the Business or its or their Assets.
Appears in 1 contract
Regulatory Filings; Consents. (a) As promptly as practicable but in any event no later than five business days after the date Each of this Agreement, the Contributors FBMS and the Recipients SWBS and their respective Subsidiaries shall file with the Federal Trade Commission cooperate and the Department of Justice any notifications and other documents required to be filed by such party under the HSR Act with respect to the Transactions. The parties shall consult with each other to respond promptly to any requests for additional information made by either of such agencies and to cause the waiting periods under the HSR Act to terminate or expire at the earliest possible date after the date of filing. MLP will pay all filing fees under the HSR Act, but each party will bear its own costs except EESLP will bear the costs of EES Leasing for the preparation of any such filing.
(b) The Contributors and the Recipients shall in good faith cooperate with each other and use their respective reasonable best efforts (i) promptly to prepare all documentation (including the Registration Statement and file all necessary documentationthe Proxy Statement-Prospectus), (ii) to effect all necessary applicationsfilings, notices, petitions and filings and execute all agreements and documents, (iii) use commercially reasonable efforts to obtain the transfer or issuance to the Recipients of all necessary permits, consents, approvals and authorizations of all third parties and Governmental Authorities at the earliest possible date and (iv) use commercially reasonable efforts to obtain all consents, approvals and authorizations of all other parties, in the case of each of clauses (i) through (iv) above as are necessary or advisable to consummate the transactions contemplated by this Agreement at Agreement, the earliest possible Regulatory Approvals and all other consents and approvals of a Governmental Authority required to consummate the Merger in the manner contemplated herein, and, specifically, to file all applications for the required Regulatory Approvals within twenty one (21) days of the date or required by of this Agreement, (ii) to comply with the terms and conditions of any notesuch permits, bondconsents, mortgageapprovals and authorizations and (iii) to cause the transactions contemplated by this Agreement to be consummated as expeditiously as practicable; provided, indenturehowever, deed of trust, license, franchise, permit, concession, contract, lease notwithstanding the foregoing or other instrument anything to which any of the Contributors or the Recipients is a party or by which any of them is bound.
(c) Notwithstanding anything contrary in this Agreement, the Recipients nothing contained herein shall be deemed to require FBMS or any of its Subsidiaries or SWBS or any of its Subsidiaries to take any action, or commit to take any action, or agree that the Contributors’ obligations under this Agreement shall in no way require any Contributor to accept any condition or requirement restriction, in connection with obtaining the foregoing permits, consents, approvals and authorizations of any regulatory approval Governmental Authority that would reasonably be likely to have a material and adverse effect (measured on a scale relative to SWBS) on the condition (financial or otherwise), results of operations, liquidity, assets or deposit liabilities, properties or business of FBMS, SWBS, the Surviving Entity or the Surviving Bank, after giving effect to the Merger (“Burdensome Condition”); provided, further, that any capital raise requirement or minimum capital requirement as well as those actions set forth on FBMS Disclosure Schedule 5.06 shall not constitute a “Burdensome Condition.” FBMS and SWBS will furnish each other and each other’s counsel with all information concerning themselves, their Subsidiaries, directors, trustees, officers and shareholders and such other matters as may be necessary or advisable in connection with any application, petition or any other statement or application made by or on behalf of FBMS or SWBS to any Governmental Authority in connection with the transactions contemplated by this Agreement. Each Party shall have the right to review and approve in advance all characterizations of the information relating to such party and any of its Subsidiaries that appear in any filing made in connection with the transactions contemplated by this Agreement with any Governmental Authority. In addition, FBMS and SWBS shall each furnish to the other for review a copy of each such filing made in connection with the transactions contemplated by this Agreement with any Governmental Authority prior to its filing.
(b) SWBS will use its commercially reasonable efforts, and FBMS shall reasonably cooperate with SWBS at SWBS’s request, to obtain all consents, approvals, authorizations, waivers or similar affirmations described on SWBS Disclosure Schedule 3.12(c). Each Party will notify the other Party promptly and shall promptly furnish the other Party with copies of notices or other communications received by such Party or any of its Subsidiaries of any communication from any Person alleging that the consent of such Person (or another Person) is or could reasonably may be determined required in connection with the transactions contemplated by this Agreement (and the response thereto from such Party, its Subsidiaries or its representatives). SWBS will consult with FBMS and its representatives as often as practicable under the circumstances so as to be permit SWBS and FBMS and their respective representatives to cooperate to take appropriate measures to obtain such consents and avoid or mitigate any adverse to any Contributor or EXHconsequences that may result from the foregoing.
Appears in 1 contract
Regulatory Filings; Consents. (a) As promptly as practicable but in any event no later than five business days after the date Each of this Agreement, the Contributors SMBK and the Recipients SCB and their respective Subsidiaries shall file with the Federal Trade Commission cooperate and the Department of Justice any notifications and other documents required to be filed by such party under the HSR Act with respect to the Transactions. The parties shall consult with each other to respond promptly to any requests for additional information made by either of such agencies and to cause the waiting periods under the HSR Act to terminate or expire at the earliest possible date after the date of filing. MLP will pay all filing fees under the HSR Act, but each party will bear its own costs except EESLP will bear the costs of EES Leasing for the preparation of any such filing.
(b) The Contributors and the Recipients shall in good faith cooperate with each other and use their respective commercially reasonable efforts (i) to promptly prepare all documentation (including the Registration Statement and file all necessary documentationthe Proxy Statement-Prospectus), (ii) and to effect all necessary applicationsfilings, notices, petitions and filings and execute all agreements and documents, (iii) use commercially reasonable efforts to obtain the transfer or issuance to the Recipients of all necessary permits, consents, approvals approvals, and authorizations of all third parties and Governmental Authorities at the earliest possible date and (iv) use commercially reasonable efforts to obtain all consents, approvals and authorizations of all other parties, in the case of each of clauses (i) through (iv) above as are necessary or advisable to consummate the transactions contemplated by this Agreement at Agreement, the earliest possible date or Regulatory Approvals and all other consents and approvals of a Governmental Authority required by to consummate the Merger in the manner contemplated herein, (ii) to comply with the terms and conditions of any notesuch permits, bondconsents, mortgageapprovals, indentureand authorizations, deed of trustand (iii) to cause the transactions contemplated by this Agreement to be consummated as expeditiously as practicable; provided, licensehowever, franchise, permit, concession, contract, lease notwithstanding the foregoing or other instrument anything to which any of the Contributors or the Recipients is a party or by which any of them is bound.
(c) Notwithstanding anything contrary in this Agreement, nothing contained herein shall be deemed to require SMBK or any of its Subsidiaries to take any non-standard action, or commit to take any such action, or agree to any non-standard condition or restriction, in connection with obtaining the Recipients agree foregoing permits, consents, approvals, and authorizations of any Governmental Authority (“Burdensome Condition”). SMBK and SCB will furnish each other and each other’s counsel with all information concerning themselves, their Subsidiaries, directors, trustees, officers, and shareholders and such other matters as may be necessary or advisable in connection with any application, petition, or any other statement or application made by or on behalf of SMBK or SCB to any Governmental Authority in connection with the transactions contemplated by this Agreement. Each Party shall have the right to review and approve in advance all characterizations of the information relating to such party and any of its Subsidiaries that appear in any filing made in connection with the transactions contemplated by this Agreement with any Governmental Authority. In addition, SMBK and SCB shall each furnish to the other for review a copy of each non-confidential portion of such filing made in connection with the transactions contemplated by this Agreement with any Governmental Authority prior to its filing.
(b) SCB will use its best efforts, and SMBK shall reasonably cooperate with SCB at SCB’s request, to obtain all consents, approvals, authorizations, waivers, or similar affirmations described on SCB Disclosure Schedule 3.12(c). Each Party will notify the other Party promptly and shall promptly furnish the other Party with copies of notices or other communications received by such Party or any of its Subsidiaries of any communication from any Person alleging that the Contributors’ obligations under consent of such Person (or another Person) is or may be required in connection with the transactions contemplated by this Agreement shall in no way require (and the response thereto from such Party, its Subsidiaries or its representatives). SCB will consult with SMBK and its representatives as often as practicable under the circumstances so as to permit SCB and SMBK and their respective representatives to cooperate to take appropriate measures to obtain such consents and avoid or mitigate any Contributor to accept any condition or requirement of any regulatory approval adverse consequences that is or could reasonably be determined to be adverse to any Contributor or EXHmay result from the foregoing.
Appears in 1 contract
Regulatory Filings; Consents. (a) As The parties will use Reasonable Efforts to agree, within thirty (30) days following the date hereof, on a list of jurisdictions where, pursuant to applicable Antitrust Laws, filings are required to be made or approvals are required to be obtained prior to consummation of the Contemplated Transactions. Subject to the terms and conditions of this Agreement, the parties agree to use Reasonable Efforts to (i) make all necessary and appropriate filings with all applicable Governmental Entities and obtain required approvals and clearances with respect thereto, (ii) obtain all material consents, waivers, approvals, authorizations and orders of any Person required in connection with the authorization, execution and delivery of this Agreement and the consummation of the Contemplated Transactions, (iii) in the case of the Seller, (A) identify all material Permits that the Purchaser will need to obtain for itself (or its designee), (B) assist the Purchaser in obtaining for itself (or its designee) any new Environmental Permits and (C) affect the transfer of all Environmental Permits that are Assigned Permits and (iv) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable to consummate and make effective the Contemplated Transactions as promptly as practicable.
(b) Without limiting the generality of Section 5.6(a), each of the Seller and the Purchaser agrees to (i) as soon as practicable but in any event no later than five business days after following the date of this Agreement, but in no event later than the Contributors earlier of (A) the date legally required for filing and (B) the Recipients shall thirtieth (30th) day following the date of execution and delivery of this Agreement, file any notification and report forms and related material that it may be required to file with the United States Federal Trade Commission and the Antitrust Division of the United States Department of Justice any notifications and other documents required to be filed by such party under the HSR Act and seek an early termination of the applicable waiting period, and (ii) make any further filings or information submissions that may be requested, necessary, proper or advisable pursuant to the HSR Act. In addition, each party agrees to file with the applicable Governmental Entity, as soon as reasonably practicable following the date of this Agreement, any filings or similar information submissions required under any other applicable United States federal or state or foreign statutes, rules, regulations, orders, decrees, administrative or judicial doctrines or other laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or constituting anticompetitive conduct (collectively, the “Antitrust Laws”). Notwithstanding the foregoing, the Purchaser will be solely responsible for any and all filing fees due under the HSR Act and any Antitrust Laws of jurisdictions outside of the United States of America in connection with the filings described above and neither the Seller nor any other member of the Seller Group will have any Liability with respect to the payment of such filing fee other than its own internal costs as well as costs and expenses of its counsel and advisors in connection therewith.
(c) Each party will promptly notify the other party of any communication it or any of its Affiliates receives from any Governmental Entity relating to the Contemplated Transactions, and will permit the other party to review in advance, if possible, any proposed communication by such party to any Governmental Entity. Neither party will agree to participate in any meeting with any Governmental Entity in respect of any filings, investigation or other inquiry unless it consults with the other party in advance and, to the extent permitted by such Governmental Entity, gives the other party and/or its outside counsel the opportunity to attend and participate at such meeting. The parties shall consult will coordinate and cooperate fully with each other to respond promptly to in exchanging such information and providing such assistance as the other party may reasonably request in connection with the foregoing and in seeking early termination of any requests for additional information made by either of such agencies and to cause the applicable waiting periods under the HSR Act to terminate or expire at the earliest possible date after the date of filing. MLP will pay all filing fees periods, including under the HSR Act. Each party will provide to counsel for the other party copies of all correspondence, but filings or communications between them or any of their representatives, on the one hand, and any Governmental Entity or members of its staff, on the other hand, with respect to this Agreement and the Contemplated Transactions; provided, however, that each party may withhold confidential and/or proprietary documents from the other party.
(d) Notwithstanding anything to the contrary set forth herein, each party will bear use its own costs except EESLP will bear the costs of EES Leasing for the preparation of Reasonable Efforts to resolve such objections, if any, as may be asserted by any such filing.
(b) The Contributors and the Recipients shall in good faith cooperate Governmental Entity with each other and (i) promptly prepare and file all necessary documentation, (ii) effect all necessary applications, notices, petitions and filings and execute all agreements and documents, (iii) use commercially reasonable efforts respect to obtain the transfer or issuance to the Recipients of all necessary consents, approvals and authorizations of all Governmental Authorities at the earliest possible date and (iv) use commercially reasonable efforts to obtain all consents, approvals and authorizations of all other parties, in the case of each of clauses (i) through (iv) above as are necessary or advisable to consummate the transactions contemplated by this Agreement at under the earliest possible date HSR Act and any other Antitrust Laws. In connection therewith, if any Legal Proceeding is instituted (or required threatened to be instituted) challenging any transaction contemplated by the terms this Agreement as a violation of any noteAntitrust Law, bondeach party will cooperate and use its Reasonable Efforts to contest and resist any such Legal Proceeding, mortgageand to have vacated, indenturelifted, deed of trustreversed, licenseor overturned any Order, franchisewhether temporary, permitpreliminary or permanent, concessionthat is in effect and that prohibits, contractprevents, lease or other instrument to which any restricts consummation of the Contributors Contemplated Transactions, including by pursuing all available avenues of administrative and judicial appeal, unless by mutual agreement, the parties decide that litigation is not in their respective best interests. In addition and without limiting the foregoing, the Purchaser agrees to take promptly any and all steps necessary to avoid or eliminate each and every impediment under any Antitrust Laws that may be asserted by any Federal, state and local and non-United States antitrust or competition authority, so as to enable the parties to close the transactions contemplated by this Agreement as expeditiously as possible, including effecting or committing to effect, by consent decree, hold separate orders, trust or otherwise the sale or disposition of such of its assets or businesses as are required to be divested in order to avoid the entry of, or to effect the dissolution of, any Order in any suit or proceeding, that would otherwise have the effect of preventing or materially delaying the consummation of the Contemplated Transactions; provided, however, that nothing in this Agreement shall require or be construed to require the Purchaser to commit to any undertaking, divestiture, license or hold separate or similar arrangement or conduct of business arrangement or to terminate any relationships, rights or obligations or to do any other act, (i) to the extent such commitment, termination or action would be reasonably likely to be materially adverse to the business, financial condition, or prospects of the Business or the Recipients is Purchaser Group, taken as a party whole, or would be likely to materially impair the expected benefits of the Contemplated Transactions to the Purchaser, or (ii) in order to avoid a second request and/or second phase instituted by which any of them is bounda Governmental Entity under applicable Antitrust Laws.
(ce) Notwithstanding anything in this AgreementWithout limiting the generality of Section 5.6(a), the Recipients Purchaser and the Seller each agree to prepare and file (or cause to be prepared and filed) no later than the thirtieth (30th) day following the date of execution and delivery of this Agreement (or such later date as may be mutually agreed by the parties) all relevant notifications or reports for a joint filing under Section 721 of the Defense Production Act of 1950, as amended by Section 5021 of the Omnibus Trade and Competitiveness Act of 1988 (the “Exon-Xxxxxx Amendment”), and to use Reasonable Efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all actions necessary, proper or advisable to obtain a written notification issued by CFIUS that it has concluded a review of the notification voluntarily provided and determined not to conduct a full investigation or, if a full investigation is deemed to be required, notification that the U.S. government will not take action to prevent the consummation of the Contemplated Transactions. Each party hereby covenants (i) to promptly furnish to the other party hereto such necessary or appropriate information and reasonable assistance, including access to each other’s documents and personnel, as such other party may reasonably request in connection with its preparation of necessary or voluntary filings and other submissions, communications or presentations pursuant to the Exon-Xxxxxx Amendment or any review or investigation thereto; (ii) to promptly keep the other party apprised of the status of any communications with and any inquiries by CFIUS; and (iii) to comply with a request for additional information issued by CFIUS or any other Governmental Entity, as the case may be, as promptly and expeditiously as practicable. The Purchaser and the Seller each agree that they will not undertake any unilateral contacts with CFIUS without the Contributors’ obligations under prior approval of the other party. If any administrative, judicial or legislative action or proceeding is instituted (or threatened to be instituted) challenging the transactions contemplated by this Agreement as violative of any national security, foreign investment or other applicable law, the Purchaser shall contest and vigorously resist any such action or proceeding in order to have vacated, lifted, reversed or overturned as promptly and expeditiously as practicable any Order (whether temporary, preliminary or permanent) that is in effect and that restricts, prevents or prohibits consummation of the Contemplated Transactions by, including, pursuing all reasonable avenues of administrative, executive, legislative or judicial appeal. Notwithstanding the foregoing provisions of this Section 5.6(e), nothing in this Agreement shall in no way require or be construed to require the Purchaser to commit to any Contributor conduct of business arrangement or to accept terminate any condition relationships, rights or requirement of obligations or to do any regulatory approval that is other act, to the extent such commitment, termination or could action would be reasonably be determined likely to be materially adverse to any Contributor the business, financial condition, or EXHprospects of the Business or the Purchaser Group, taken as a whole, or would be likely to materially impair the expected benefits of the Contemplated Transactions to the Purchaser.
Appears in 1 contract
Regulatory Filings; Consents. (a) As promptly as practicable but in any event no later than five business days after the date Each of this Agreement, the Contributors SMBK and the Recipients PFG and their respective Subsidiaries shall file with the Federal Trade Commission cooperate and the Department of Justice any notifications and other documents required to be filed by such party under the HSR Act with respect to the Transactions. The parties shall consult with each other to respond promptly to any requests for additional information made by either of such agencies and to cause the waiting periods under the HSR Act to terminate or expire at the earliest possible date after the date of filing. MLP will pay all filing fees under the HSR Act, but each party will bear its own costs except EESLP will bear the costs of EES Leasing for the preparation of any such filing.
(b) The Contributors and the Recipients shall in good faith cooperate with each other and use their respective commercially reasonable efforts (i) to promptly prepare all documentation (including the Registration Statement and file all necessary documentationthe Proxy Statement-Prospectus), (ii) and to effect all necessary applicationsfilings, notices, petitions and filings and execute all agreements and documents, (iii) use commercially reasonable efforts to obtain the transfer or issuance to the Recipients of all necessary permits, consents, approvals approvals, and authorizations of all third parties and Governmental Authorities at the earliest possible date and (iv) use commercially reasonable efforts to obtain all consents, approvals and authorizations of all other parties, in the case of each of clauses (i) through (iv) above as are necessary or advisable to consummate the transactions contemplated by this Agreement at Agreement, the earliest possible date or Regulatory Approvals and all other consents and approvals of a Governmental Authority required by to consummate the Merger in the manner contemplated herein, (ii) to comply with the terms and conditions of any notesuch permits, bondconsents, mortgageapprovals and authorizations and (iii) to cause the transactions contemplated by this Agreement to be consummated as expeditiously as practicable; provided, indenturehowever, deed of trust, license, franchise, permit, concession, contract, lease notwithstanding the foregoing or other instrument anything to which any of the Contributors or the Recipients is a party or by which any of them is bound.
(c) Notwithstanding anything contrary in this Agreement, nothing contained herein shall be deemed to require SMBK or any of its Subsidiaries or PFG or any of its Subsidiaries to take any non-standard action, or commit to take any such action, or agree to any non-standard condition or restriction, in connection with obtaining the Recipients agree foregoing permits, consents, approvals and authorizations of any Governmental Authority that would reasonably be likely to have a material and adverse effect (measured on a scale relative to PFG) on the condition (financial or otherwise), results of operations, liquidity, assets or deposit liabilities, properties or business of SMBK, PFG, the Surviving Entity or the Surviving Bank, after giving effect to the Merger (“Burdensome Condition”). SMBK and PFG will furnish each other and each other’s counsel with all information concerning themselves, their Subsidiaries, directors, trustees, officers and shareholders and such other matters as may be necessary or advisable in connection with any application, petition or any other statement or application made by or on behalf of SMBK or PFG to any Governmental Authority in connection with the transactions contemplated by this Agreement. Each Party shall have the right to review and approve in advance all characterizations of the information relating to such party and any of its Subsidiaries that appear in any filing made in connection with the transactions contemplated by this Agreement with any Governmental Authority. In addition, SMBK and PFG shall each furnish to the other for review a copy of each non-confidential portion of such filing made in connection with the transactions contemplated by this Agreement with any Governmental Authority prior to its filing.
(b) PFG will use its best efforts, and SMBK shall reasonably cooperate with PFG at PFG’s request, to obtain all consents, approvals, authorizations, waivers or similar affirmations described on PFG Disclosure Schedule 3.12(c). Each Party will notify the other Party promptly and shall promptly furnish the other Party with copies of notices or other communications received by such Party or any of its Subsidiaries of any communication from any Person alleging that the Contributors’ obligations under consent of such Person (or another Person) is or may be required in connection with the transactions contemplated by this Agreement shall in no way require (and the response thereto from such Party, its Subsidiaries or its representatives). PFG will consult with SMBK and its representatives as often as practicable under the circumstances so as to permit PFG and SMBK and their respective representatives to cooperate to take appropriate measures to obtain such consents and avoid or mitigate any Contributor to accept any condition or requirement of any regulatory approval adverse consequences that is or could reasonably be determined to be adverse to any Contributor or EXHmay result from the foregoing.
Appears in 1 contract
Regulatory Filings; Consents. (a) As Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use its reasonable best efforts to take, or cause to be taken, all actions that are necessary, proper or advisable under this Agreement and applicable Law to cause the conditions set forth in Article VI to be satisfied and to consummate and make effective the Merger and the other Transactions as promptly as practicable but practicable. In furtherance and not in any event no later than five business days limitation of the foregoing, Parent (and with respect to the filings under the HSR Act or the Communications Act of 1934, the Company) shall (i) make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the Transactions within ten (10) Business Days after the date of this Agreement, (ii) file or cause to be filed appropriate filings or draft filings, notices or applications (where required by the Contributors relevant Antitrust Laws or where pre-notification or equivalent procedures are mandatory or advisable) under the other Antitrust Laws set forth on Section 5.5(a) of the Company Disclosure Schedule with respect to this Agreement and the Recipients shall Transactions as soon as reasonably practicable and (iii) file with the Federal Trade Communications Commission (the “FCC”), no later than five (5) Business Days after the date hereof, all forms and the Department of Justice any notifications and other documents applications required to be filed under the Communications Act of 1934 and the rules and regulations thereunder (the “FCC Rules”) in order to seek consent to the transfer of control of the Company’s FCC licenses to Parent (the “FCC Approval”), and cooperate to take all actions necessary, proper, or advisable to obtain the FCC Approval, including in the preparation of their respective portions of such forms and applications. The Company, Parent and Merger Sub shall use reasonable best efforts to supply as promptly as reasonably practicable any additional information and documentary material that may be reasonably requested pursuant to the foregoing (including with respect to information requests received from the relevant Governmental Entity following submission of the relevant filings, submissions or notices), and use their respective reasonable best efforts to take all other actions necessary to cause the expiration or termination of the applicable waiting periods and obtain all consents in connection with the foregoing as soon as reasonably practicable and advisable. Notwithstanding the foregoing, any party hereto may, as it deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other parties hereto under this Section 5.5 as “outside counsel only.” Such materials and the information contained therein shall be given only to the outside counsel of the recipient party, and the recipient party shall cause such outside counsel not to disclose such materials or information to any employees, officers, directors or other Representatives of the recipient party, unless express written permission is obtained in advance from the source of the materials.
(b) Except as prohibited by applicable Law or Order, Parent, Merger Sub and the Company shall use reasonable best efforts to (i) cooperate reasonably with each other in connection with any filing or submission with a Governmental Entity in connection with the Transactions and in connection with any investigation or other inquiry by or before a Governmental Entity relating to the Transactions, (ii) promptly inform the other parties hereto of (and, if in writing, supply to the other parties’ legal counsel) any material communication, other than any ministerial communications, received by such party from, or given by such party to, the Federal Trade Commission, the Antitrust Division of the Department of Justice, or any other similar Governmental Entity (foreign or domestic), in each case regarding any of the Transactions, (iii) consult with each other prior to taking any material position with respect to the filings under the HSR Act or filings under other Antitrust Laws, (iv) permit the other parties’ legal counsel to review and discuss in advance, and consider in good faith the views of the other parties in connection with, any analyses, presentations, memoranda, briefs, arguments, opinions and proposals to be submitted to any Governmental Entity with respect to filings under the HSR Act, (v) coordinate with the other parties’ legal counsel in preparing and exchanging such information and promptly provide the other parties’ legal counsel with copies of all filings, presentations or material submissions (and a summary of any oral presentations) made by such party with any Governmental Entity relating to this Agreement or the Transactions under the HSR Act and such other Antitrust Laws, and (vi) to the extent permitted by the Governmental Entity, subject to the other party’s compliance with this Section 5.5(b), participate in material meetings, presentations, consultations, and discussions related to obtaining clearances required in connection with the Transactions. Subject to applicable Law, the parties hereto will consult and cooperate with one another in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party relating to proceedings under the HSR Act or any Antitrust Law. Notwithstanding the forgoing and anything to the contrary contained in this Agreement, Parent shall control and lead (with prior notice to and consultation of the Company, and taking the Company’s views into account in good faith) all communications and strategy relating to any process under the HSR Act and any Antitrust Law.
(c) Unless prohibited by applicable Law or Order or by the applicable Governmental Entity, each of the Company, on one hand, and Parent and Merger Sub, on the other hand, shall (i) to the extent reasonably practicable and permissible by the relevant Governmental Entity, not participate in or attend any material meeting, or engage in any material conversation (other than ministerial conversations) with any Governmental Entity in respect of the Transactions without the other, (ii) to the extent reasonably practicable, give the other reasonable prior notice of any such material meeting or material conversation and (iii) in the event one such party is prohibited by applicable Law or Order or by the applicable Governmental Entity from participating or attending any such material meeting or engaging in any such material conversation, or it has not been reasonably practicable to include the non-participating party, keep such non-participating party reasonably apprised with respect thereto.
(d) In furtherance and not in limitation of the actions and obligations described in Section 5.5(b) and Section 5.5(c), Parent shall use its reasonable best efforts to promptly (and in any event, prior to the Outside Date) resolve such objections, if any, as may be asserted by any Governmental Entity with respect to the TransactionsTransactions under the HSR Act or any Antitrust Law. The parties Parent shall consult with each other use its reasonable best efforts to respond promptly to any requests for additional information made by either of take such agencies and actions as may be required to cause the waiting expiration or termination of the waiting, notice or review periods under the HSR Act or any Antitrust Law, in each case, with respect to terminate or expire at the earliest Transactions as promptly as possible date after the date execution of filingthis Agreement (and in any event prior to the Outside Date). MLP will pay all Parent shall not, without the prior notice to and consultation of the Company, and taking the Company’s views into account in good faith, “pull-and-refile,” pursuant to 16 C.F.R. 803.12, any filing fees made under the HSR ActAct or take any similar action under the Antitrust Laws, but in each party will bear case, with respect to any filing made with any Governmental Entity. Notwithstanding anything to the contrary in this Agreement, Parent or any of its own costs except EESLP will bear affiliates shall not be required by this Agreement to make (or commit to make) any notification to any Governmental Entity where not otherwise required by Law regarding any proposed transaction (other than the costs of EES Leasing for the preparation of any such filingTransactions).
(be) The Contributors Parent further agrees that it shall, and shall cause its Subsidiaries to, to the Recipients shall extent necessary to obtain any waiver, permit, approval, clearance or consent from any Governmental Entity under the HSR Act or any Antitrust Law or which is otherwise required to satisfy the conditions set forth in good faith cooperate with Section 6.1(b) or Section 6.1(c), as applicable, or to avoid the entry of or have lifted, vacated, reversed or terminated any Closing Legal Impediment, in each other and case, prior to the Outside Date, promptly take the following actions: (i) promptly prepare propose, negotiate and file all necessary documentationoffer to commit and to effect (and if such offer is accepted, commit to and effect), by consent decree, hold separate order or otherwise, the sale, divestiture, transfer, license or other disposition (including by licensing any Intellectual Property) of any assets or businesses of the Company and its Subsidiaries; (ii) propose, negotiate and offer to commit and to effect all necessary applications(and if such offer is accepted, noticescommit to and effect), petitions by consent decree, hold separate order or otherwise, behavioral limitations on the assets or businesses of the Company and filings and execute all agreements and documents, its Subsidiaries; (iii) use commercially reasonable efforts propose, negotiate and offer to obtain commit and to effect (and if such offer is accepted, commit to and effect), by consent decree, hold separate order or otherwise, the termination, modification, transfer or issuance other action with respect to any existing relationships and contractual rights and obligations of the Recipients of all necessary consents, approvals Company and authorizations of all Governmental Authorities at the earliest possible date and its Subsidiaries; or (iv) use commercially reasonable efforts otherwise offer to obtain all consentstake or offer to commit to take any action that it is capable of taking and, approvals and authorizations if the offer is accepted, take or commit to take such action, that limits or affects its freedom of all other parties, action (the actions described in the case of each of foregoing clauses (i) through (iv) above as are necessary or advisable ), the “Remedy Actions”); provided, however, that notwithstanding anything to consummate the transactions contemplated by this Agreement at the earliest possible date or required by the terms of any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument to which any of the Contributors or the Recipients is a party or by which any of them is bound.
(c) Notwithstanding anything contrary in this Agreement, the Recipients agree that the Contributors’ obligations under nothing in this Agreement shall require Parent, Merger Sub, the Company or any of their respective Subsidiaries to take any Remedy Action that would have, or would reasonably be expected to have, individually or in no way the aggregate, a material adverse effect on the business, operations or financial condition of the Company; provided, further, that notwithstanding anything to the contrary in this Agreement, (w) nothing in this Agreement shall permit, or be deemed to permit, the Company or any of its Subsidiaries, without the prior written consent of Parent, to take, agree to take, or consent to the taking of any Remedy Action, (x) at the request of Parent, the Company shall, and shall cause its Subsidiaries to, enter into one or more agreements prior to the Closing with respect to any Remedy Action (provided such agreements are conditioned upon the Closing), (y) nothing in this Agreement shall require the Company to take or to cause its affiliates to take any Remedy Action unless the effectiveness of such Remedy Action is conditioned upon the Closing and (z) none of Parent, Merger Sub or their respective Subsidiaries shall take any Remedy Action with respect to the assets or businesses of the Company or its Subsidiaries without the prior written consent of the Company unless the effectiveness of such Remedy Action is conditioned upon the Closing.
(f) Notwithstanding anything to the contrary in this Agreement, and for the avoidance of doubt, nothing in this Agreement shall require any Contributor AGM Person, or require Parent or Merger Sub to accept cause any condition AGM Person, to take any Remedy Action (or requirement of any regulatory approval that is or could reasonably be determined to be adverse action with respect to any Contributor business, product line or EXHasset other than of the Company and its Subsidiaries).
Appears in 1 contract
Regulatory Filings; Consents. (a) As promptly as practicable but in any event no later than five business days after the date Each of this Agreement, the Contributors BFC and the Recipients DBI and their respective Subsidiaries shall file with the Federal Trade Commission cooperate and the Department of Justice any notifications and other documents required to be filed by such party under the HSR Act with respect to the Transactions. The parties shall consult with each other to respond promptly to any requests for additional information made by either of such agencies and to cause the waiting periods under the HSR Act to terminate or expire at the earliest possible date after the date of filing. MLP will pay all filing fees under the HSR Act, but each party will bear its own costs except EESLP will bear the costs of EES Leasing for the preparation of any such filing.
(b) The Contributors and the Recipients shall in good faith cooperate with each other and use their respective reasonable best efforts (i) to promptly prepare all documentation (including the Registration Statement and file all necessary documentationthe Joint Proxy Statement-Prospectus), (ii) and to effect all necessary applicationsfilings, notices, petitions and filings and execute all agreements and documents, (iii) use commercially reasonable efforts to obtain the transfer or issuance to the Recipients of all necessary permits, consents, approvals and authorizations of all third parties and Governmental Authorities at the earliest possible date and (iv) use commercially reasonable efforts to obtain all consents, approvals and authorizations of all other parties, in the case of each of clauses (i) through (iv) above as are necessary or advisable to consummate the transactions contemplated by this Agreement, the Regulatory Approvals and all other consents and approvals of a Governmental Authority required to consummate the Merger in the manner contemplated herein, (ii) to comply with the terms and conditions of such permits, consents, approvals and authorizations and (iii) to cause the transactions contemplated by this Agreement to be consummated as expeditiously as practicable; provided, however, notwithstanding the foregoing or anything to the contrary in this Agreement, nothing contained herein shall be deemed to require BFC or any of its Subsidiaries or DBI or any of its Subsidiaries to take any non-standard action, or commit to take any such action, or agree to any non-standard condition or restriction, in connection with obtaining the foregoing permits, consents, approvals and authorizations of any Governmental Authority that would reasonably be likely to have a material and adverse effect (measured on a scale relative to DBI) on the condition (financial or otherwise), results of operations, liquidity, assets or deposit liabilities, properties or business of BFC, DBI, the Surviving Entity or the Surviving Bank, after giving effect to the Merger (“Burdensome Condition”). BFC and DBI will furnish each other and each other’s counsel with all information concerning themselves, their Subsidiaries, directors, trustees, officers and shareholders and such other matters as may be necessary or advisable in connection with any application, petition or any other statement or application made by or on behalf of BFC or DBI to any Governmental Authority in connection with the transactions contemplated by this Agreement. Each Party shall have the right to review and approve in advance all characterizations of the information relating to such party and any of its Subsidiaries that appear in any filing made in connection with the transactions contemplated by this Agreement with any Governmental Authority. In addition, BFC and DBI shall each furnish to the other for review a copy of each such filing made in connection with the transactions contemplated by this Agreement with any Governmental Authority prior to its filing.
(b) DBI will use its commercially reasonable efforts, and BFC shall reasonably cooperate with DBI at the earliest possible date DBI’s request, to obtain all consents, approvals, authorizations, waivers or similar affirmations described on DBI Disclosure Schedule 3.12(c) or that are otherwise required by to be obtained under the terms of any noteDBI Material Contract in order to prevent the consummation of the transactions contemplated by this Agreement from constituting a default under such DBI Material Contract or creating any lien, bondclaim, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument to which charge upon any of the Contributors assets of DBI or the Recipients is a party or by which any of them is bound.
(c) Notwithstanding anything in this Agreement, its Subsidiaries. Each Party will notify the Recipients agree other Party promptly and shall promptly furnish the other Party with copies of notices or other communications received by such Party or any of its Subsidiaries of any communication from any Person alleging that the Contributors’ obligations under consent of such Person (or another Person) is or may be required in connection with the transactions contemplated by this Agreement shall in no way require (and the response thereto from such Party, its Subsidiaries or its representatives). DBI will consult with BFC and its representatives as often as practicable under the circumstances so as to permit DBI and BFC and their respective representatives to cooperate to take appropriate measures to obtain such consents and avoid or mitigate any Contributor to accept any condition or requirement of any regulatory approval adverse consequences that is or could reasonably be determined to be adverse to any Contributor or EXHmay result from the foregoing.
Appears in 1 contract
Samples: Merger Agreement (Bank First Corp)
Regulatory Filings; Consents. (a) As promptly as practicable but in any event no later than five business days after the date Each of this Agreement, the Contributors Buyer and the Recipients Company and their respective Subsidiaries shall file with the Federal Trade Commission cooperate and the Department of Justice any notifications and other documents required to be filed by such party under the HSR Act with respect to the Transactions. The parties shall consult with each other to respond promptly to any requests for additional information made by either of such agencies and to cause the waiting periods under the HSR Act to terminate or expire at the earliest possible date after the date of filing. MLP will pay all filing fees under the HSR Act, but each party will bear its own costs except EESLP will bear the costs of EES Leasing for the preparation of any such filing.
(b) The Contributors and the Recipients shall in good faith cooperate with each other and use their respective commercially reasonable efforts (i) promptly to prepare and file all necessary documentationdocumentation (including the Proxy Statement-Prospectus), (ii) to effect all necessary applicationsfilings, notices, petitions and filings and execute all agreements and documents, (iii) use commercially reasonable efforts to obtain the transfer or issuance to the Recipients of all necessary permits, consents, approvals and authorizations of all third parties and Governmental Authorities at the earliest possible date and (iv) use commercially reasonable efforts to obtain all consents, approvals and authorizations of all other parties, in the case of each of clauses (i) through (iv) above as are necessary or advisable to consummate the transactions contemplated by this Agreement at Agreement, including without limitation, the earliest possible date or Regulatory Approvals and all other consents and approvals of a Governmental Authority required by to consummate the Merger in the manner contemplated herein, (ii) to comply with the terms and conditions of such permits, consents, approvals and authorizations and (iii) to cause the transactions contemplated by this Agreement to be consummated as expeditiously as practicable; provided, however, that in no event shall Buyer be required to agree to any prohibition, limitation, or other requirement which would prohibit or materially limit the ownership or operation by Company or any of its Subsidiaries, or by Buyer or any of its Subsidiaries, of all or any material portion of the business or assets of Company or any of its Subsidiaries or Buyer or its Subsidiaries, or compel Buyer or any of its Subsidiaries to dispose of all or any material portion of the business or assets of Company or any of its Subsidiaries or Buyer or any of its Subsidiaries or continue any portion of any noteCompany Regulatory Agreement against Buyer after the Merger (together, bondthe “Burdensome Conditions”). Subject to applicable Laws, mortgage(A) Buyer and Company will furnish each other and each other’s counsel with all information concerning themselves, indenturetheir Subsidiaries, deed directors, trustees, officers and shareholders and such other matters as may be necessary or advisable in connection with any application, or petition made by or on behalf of trust, license, franchise, permit, concession, contract, lease Buyer or other instrument Company to which any Governmental Authority in connection with the transactions contemplated by this Agreement (B) each party hereto shall have the right to review and approve in advance all characterizations of the information relating to such party and any of its Subsidiaries that appear in any filing made in connection with the Contributors transactions contemplated by this Agreement with any Governmental Authority, (C) Buyer and Company shall each furnish to the other for review a copy of each such filing made solely in connection with the transactions contemplated by this Agreement with any Governmental Authority prior to its filing and (D) Buyer will notify Company promptly and shall promptly furnish Company with copies of any communication from any Governmental Authority received by Buyer with respect to the regulatory applications filed solely in connection with the transactions contemplated by this Agreement (and the response thereto from Buyer or its representatives); provided, that in no event shall Buyer or Buyer Bank be obligated to provide or otherwise disclose to Company confidential information regarding Buyer, Buyer Bank or any affiliates or any pending merger transaction, other than the Recipients is a party or by which any of them is boundMerger.
(cb) Notwithstanding anything Company will use commercially reasonable efforts, and Buyer shall reasonably cooperate with Company at Company’s request, to obtain all consents, approvals, authorizations, waivers or similar affirmations described on Company Disclosure Schedule 3.13(c); provided that neither Company nor any of its Subsidiaries will be required to make any payment to or grant any concessions to any third party in this Agreementconnection therewith. Each party will, to the Recipients agree extent permitted by applicable Law, notify the other party promptly and shall promptly furnish the other party with copies of notices or other communications received by such party or any of its Subsidiaries of any communication from any Person alleging that the Contributors’ obligations under consent of such Person (or another Person) is or may be required in connection with the transactions contemplated by this Agreement shall in no way require (and the response thereto from such party, its Subsidiaries or its representatives). Company will reasonably consult with Buyer and its representatives so as to permit Company and Buyer and their respective representatives to cooperate to take appropriate measures to obtain such consents and avoid or mitigate any Contributor to accept any condition or requirement of any regulatory approval adverse consequences that is or could reasonably be determined to be adverse to any Contributor or EXHmay result from the foregoing.
Appears in 1 contract
Regulatory Filings; Consents. (a) As promptly as practicable but in any event no later than five business days after the date Each of this Agreement, the Contributors West Town and the Recipients Sound Bank shall file with the Federal Trade Commission cooperate and the Department of Justice any notifications and other documents required to be filed by such party under the HSR Act with respect to the Transactions. The parties shall consult with each other to respond promptly to any requests for additional information made by either of such agencies and to cause the waiting periods under the HSR Act to terminate or expire at the earliest possible date after the date of filing. MLP will pay all filing fees under the HSR Act, but each party will bear its own costs except EESLP will bear the costs of EES Leasing for the preparation of any such filing.
(b) The Contributors and the Recipients shall in good faith cooperate with each other and use their respective commercially reasonable efforts (i) promptly to prepare and file all necessary documentationdocumentation (including the Proxy Statement/Offering Circular), (ii) to effect all necessary applicationsfilings, notices, petitions and filings and execute all agreements and documents, (iii) use commercially reasonable efforts to obtain the transfer or issuance to the Recipients of all necessary permits, consents, approvals and authorizations of all third parties and Governmental Authorities at the earliest possible date and (iv) use commercially reasonable efforts to obtain all consents, approvals and authorizations of all other parties, in the case of each of clauses (i) through (iv) above as are necessary or advisable to consummate the transactions contemplated by this Agreement at Agreement, including, without limitation, the earliest possible date or Regulatory Approvals and all other consents and approvals of a Governmental Authority required by to consummate the Merger in the manner contemplated herein, (ii) to comply with the terms and conditions of such permits, consents, approvals and authorizations and (iii) to cause the transactions contemplated by this Agreement to be consummated as expeditiously as practicable; provided, however, that in no event shall either party be required, and West Town and Sound Bank shall not be permitted (without the other party’s written consent in its sole discretion), to (i) take any noteaction, bondor commit to take any action, mortgageor agree to any condition or restriction, indentureinvolving West Town or Sound Bank or any of their respective Subsidiaries pursuant to this Section 5.06 or otherwise in connection with obtaining the foregoing actions, deed nonactions, permits, consents, authorizations, orders, clearances, waivers or approvals, that would have, or would be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect in respect of trustitself or the other parties and their respective Subsidiaries, licensetaken as a whole, franchisein each case measured on a scale relative to itself or the other party taken as a whole (including, permitfor the avoidance of doubt, concession, contract, lease any determination by an Regulatory Agency or other instrument to which Governmental Authority that the Merger may not be consummated as contemplated herein) (any of the Contributors foregoing, a “Burdensome Condition”). West Town and its Subsidiaries and Sound Bank will furnish each other and each other’s counsel with all information concerning themselves, their Subsidiaries, directors, trustees, officers and shareholders and such other matters as may be necessary or advisable in connection with the Recipients is a Proxy Statement/Offering Circular and any application, petition or any other statement or application made by or on behalf of West Town, Interim Bank or Sound Bank to any Governmental Authority in connection with the transactions contemplated by this Agreement. Each party or by which hereto shall have the right to review and approve in advance all characterizations of the information relating to such party and any of them is boundits Subsidiaries that appear in any filing made in connection with the transactions contemplated by this Agreement with any Governmental Authority. In addition, West Town and its Subsidiaries and Sound Bank shall each furnish to the other for review a copy of each such filing made in connection with the transactions contemplated by this Agreement with any Governmental Authority prior to its filing.
(cb) Notwithstanding anything in this Agreement, the Recipients agree Sound Bank will notify West Town promptly and shall promptly furnish West Town with copies of notices or other communications received by Sound Bank or any of its Subsidiaries of (i) any communication from any Person alleging that the Contributors’ obligations under consent of such Person (or another Person) is or may be required in connection with the transactions contemplated by this Agreement shall in no way require any Contributor to accept any condition (and the response thereto from Sound Bank, its Subsidiaries or requirement of any regulatory approval that is or could reasonably be determined to be adverse to any Contributor or EXH.its representatives),
Appears in 1 contract
