Regulatory Matters. (a) Each of Parent and Company shall, and shall cause its Subsidiaries to, use their respective reasonable best efforts to (i) take, or cause to be taken, all actions necessary, proper to comply promptly with all legal requirements which may be imposed on such party or its Subsidiaries with respect to the transactions contemplated hereby, including obtaining any third party consent which may be required to be obtained in connection with the transactions contemplated hereby, and, subject to the conditions set forth in Article VII hereof, to consummate the transactions contemplated hereby (including, for purposes of this Section 6.1, required in order to continue any contract or agreement with Company or its Subsidiaries following Closing or to avoid any penalty or other fee under such contracts and agreements, in each case arising in connection with the transactions contemplated hereby) and (ii) obtain (and cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity which is required or advisable to be obtained by Company or Parent, respectively, or any of their respective Subsidiaries in connection with the transactions contemplated by this Agreement. The parties hereto shall cooperate with each other and promptly prepare and file all necessary documentation, and to effect all applications, notices, petitions and filings (including, if required, notification under the HSR Act or any other antitrust or competition law), to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this Agreement. Parent and Company shall have the right to review in advance and, to the extent practicable, each will consult the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to Company or Parent, as the case may be, and any of their respective Subsidiaries, which appear in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto shall act reasonably and as promptly as practicable. The parties hereto agree that they will consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated herein. Each of Parent and Company shall use their reasonable best efforts to resolve any objections that may be asserted by any Governmental Entity with respect to this Agreement or the transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall be deemed to require Parent to take to any action, or commit to take any action, or agree to any condition or restrictions, in connection with obtaining the foregoing permits, consents, approvals and authorizations of Governmental Entities or third parties that would reasonably be expected to have a material adverse effect on the business, results of operations or financial condition of Company or Parent (measured on a scale relative to Company and its Subsidiaries taken as a whole) following the Closing (a “Materially Burdensome Regulatory Condition”). (b) Parent and Company shall, upon request, furnish each other with all information concerning Parent, Company and their respective Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary in connection with any statement, filing, notice or application made by or on behalf of Parent, Company or any of their respective Subsidiaries to any Governmental Entity in connection with the transactions contemplated by this Agreement. (c) Parent and Company shall promptly advise each other upon receiving any communication from any Governmental Entity or third party whose consent or approval is required for consummation of the transactions contemplated by this Agreement which causes such party to believe that there is a reasonable likelihood that any Regulatory Approval or other consent or approval will not be obtained or that the receipt of any such approval will be materially delayed.
Appears in 3 contracts
Sources: Merger Agreement (Capital Bank Financial Corp.), Merger Agreement (Capital Bank Financial Corp.), Merger Agreement (Southern Community Financial Corp)
Regulatory Matters. (a) Each of Parent and Company shall, and shall cause its Subsidiaries to, use their respective reasonable best efforts to (i) take, or cause to be taken, all actions necessary, proper to comply promptly with all legal requirements which may be imposed on such party or its Subsidiaries with respect to the transactions contemplated hereby, including obtaining any third party consent which may be required to be obtained in connection with the transactions contemplated hereby, and, subject to the conditions set forth in Article VII hereof, to consummate the transactions contemplated hereby (including, for purposes of this Section 6.1, required in order to continue any contract or agreement with Company or its Subsidiaries following Closing or to avoid any penalty or other fee under such contracts and agreements, in each case arising in connection with the transactions contemplated hereby) and (ii) obtain (and cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity which is required or advisable to be obtained by Company or Parent, respectively, or any of their respective Subsidiaries in connection with the transactions contemplated by this Agreement. The parties hereto shall cooperate with each other and use their reasonable best efforts to promptly prepare and file all necessary documentation, and to effect all applications, notices, petitions and filings (includingfilings, if required, notification under the HSR Act or any other antitrust or competition law), and to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this AgreementAgreement and the Bank Merger Agreements (including without limitation the Merger and the Bank Merger). Parent Camden, KSB and Company the Bank shall have the right to review in advance andadvance, and to the extent practicable, each will consult the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to Company or Parenteither of them, as the case may be, and any of their respective Subsidiariessubsidiaries, which appear in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the Merger, the Bank Merger and the other transactions contemplated by this AgreementAgreement and by the Bank Merger Agreements. In exercising the foregoing right, each of the parties hereto shall act reasonably and as promptly as practicable. The parties hereto agree that they will consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the Merger, the Bank Merger and other transactions contemplated by this Agreement and the Bank Merger Agreements and each party will keep the other apprised of the status of matters relating to the completion of all of the transactions contemplated herein. Each of Parent and Company shall use their reasonable best efforts to resolve any objections that may be asserted by any Governmental Entity with respect to this Agreement or the transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall be deemed to require Parent to take to any action, or commit to take any action, or agree to any condition or restrictions, in connection with obtaining the foregoing permits, consents, approvals and authorizations of Governmental Entities or third parties that would reasonably be expected to have a material adverse effect on the business, results of operations or financial condition of Company or Parent (measured on a scale relative to Company and its Subsidiaries taken as a whole) following the Closing (a “Materially Burdensome Regulatory Condition”)hereby.
(b) Parent Camden, KSB, CASI and Company the Bank shall, upon request, furnish each other with all information concerning Parentthemselves, Company and their respective Subsidiariessubsidiaries, directors, officers and shareholders stockholders and such other matters as may be reasonably necessary or advisable in connection with any statement, filing, notice or application made by or on behalf of ParentCamden, Company KSB, CASI, the Bank or any of their respective Subsidiaries subsidiaries to any Governmental Entity in connection with the Merger, the Bank Merger or the other transactions contemplated by this AgreementAgreement and the Bank Merger Agreements.
(c) Parent Camden, KSB, CASI and Company the Bank shall promptly advise furnish each other upon receiving with copies of written communications received by Camden or KSB, as the case may be, or any communication from of their respective subsidiaries, affiliates or associates (as such terms are defined in Rule 12b-2 under the Exchange Act as in effect on the date of this Agreement) from, or delivered by any of the foregoing to, any Governmental Entity or third party whose consent or approval is required for consummation in respect of the Merger, the Bank Merger and the other transactions contemplated by this Agreement which causes such party to believe that there is a reasonable likelihood that any Regulatory Approval or other consent or approval will not be obtained or that and the receipt of any such approval will be materially delayedBank Merger Agreement.
Appears in 3 contracts
Sources: Merger Agreement (Camden National Corp), Merger Agreement (KSB Bancorp Inc), Merger Agreement (Camden National Corp)
Regulatory Matters. (a) Each of Parent and Company shall, and shall cause its Subsidiaries to, use their respective reasonable best efforts to (i) take, or cause to be taken, all actions necessary, proper to comply promptly with all legal requirements which may be imposed on such party or its Subsidiaries with respect to the transactions contemplated hereby, including obtaining any third party consent which may be required to be obtained in connection with the transactions contemplated hereby, and, subject to the conditions set forth in Article VII hereof, to consummate the transactions contemplated hereby (including, for purposes of this Section 6.1, required in order to continue any contract or agreement with Company or its Subsidiaries following Closing or to avoid any penalty or other fee under such contracts and agreements, in each case arising in connection with the transactions contemplated hereby) and (ii) obtain (and cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity which is required or advisable to be obtained by Company or Parent, respectively, or any of their respective Subsidiaries in connection with the transactions contemplated by this Agreement. The parties hereto shall cooperate with each other and use all reasonable efforts promptly to prepare and file all necessary documentation, and to effect all applications, notices, petitions and filings (includingfilings, if required, notification under the HSR Act or any other antitrust or competition law), and to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this AgreementAgreement (including without limitation the Merger). The Company and Parent and Company shall have the right to review in advance andadvance, and to the extent practicable, practicable each will consult with the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to Company the Company, Parent or ParentSub, as the case may be, and any of their respective Subsidiaries, which appear in any filing made with, with or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto shall act reasonably and as promptly as practicable. The parties hereto agree that they will consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated herein. Each of Parent and Company shall use their reasonable best efforts to resolve any objections that may be asserted by any Governmental Entity with respect to this Agreement or the transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall be deemed to require Parent to take to any action, or commit to take any action, or agree to any condition or restrictions, in connection with obtaining the foregoing permits, consents, approvals and authorizations of Governmental Entities or third parties that would reasonably be expected to have a material adverse effect on the business, results of operations or financial condition of Company or Parent (measured on a scale relative to Company and its Subsidiaries taken as a whole) following the Closing (a “Materially Burdensome Regulatory Condition”).
(b) Parent and Company (or Sub as the case may be) shall, upon request, furnish each other the Company with all information concerning Parentthemselves, Company and their respective Subsidiaries, directors, officers and shareholders stockholders and such other matters as may be reasonably necessary or advisable in connection with any statement, filing, notice or application the Proxy Statement made by or on behalf of Parent, the Company or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreementhereby.
(c) Parent (or Sub as the case may be) and the Company shall promptly advise furnish each other upon receiving with copies of written communications received by Parent, Sub or the Company, as the case may be, from, or delivered by any communication from of the foregoing to, any Governmental Entity or third party whose consent or approval is required for consummation in respect of the transactions contemplated by this Agreement which causes such party to believe that there is a reasonable likelihood that any Regulatory Approval or other consent or approval will not be obtained or that the receipt of any such approval will be materially delayedhereby.
Appears in 3 contracts
Sources: Merger Agreement (Fresh Juice Co Inc), Merger Agreement (Saratoga Beverage Group Inc), Merger Agreement (Saratoga Beverage Group Inc)
Regulatory Matters. (a) Each of Parent and Company shall, and shall cause its Subsidiaries to, use their respective reasonable best efforts to (i) take, or cause to be taken, all actions necessary, proper to comply promptly with all legal requirements which may be imposed on such party or its Subsidiaries with respect to the transactions contemplated hereby, including obtaining any third party consent which may be required to be obtained in connection with the transactions contemplated hereby, and, subject to the conditions set forth in Article VII hereof, to consummate the transactions contemplated hereby (including, for purposes of this Section 6.1, required in order to continue any contract or agreement with Company or its Subsidiaries following Closing or to avoid any penalty or other fee under such contracts and agreements, in each case arising in connection with the transactions contemplated hereby) and (ii) obtain (and cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity which is required or advisable to be obtained by Company or Parent, respectively, or any of their respective Subsidiaries in connection with the transactions contemplated by this Agreement. The parties hereto shall cooperate with each other and use all reasonable efforts promptly to prepare and file all necessary documentation, and to effect all applications, notices, petitions and filings (includingfilings, if required, notification under the HSR Act or any other antitrust or competition law), and to obtain as promptly as practicable all permits, consentsConsents, approvals and authorizations of all third parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this AgreementAgreement (including without limitation the Merger). The Company and Parent and Company shall have the right to review in advance andadvance, and to the extent practicable, practicable each will consult with the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to Company the Company, Parent or ParentMerger Sub, as the case may be, and any of their respective Subsidiaries, which appear in any filing made with, with or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto shall act reasonably and as promptly as practicable. The parties hereto agree that they will consult with each other with respect to the obtaining of all permits, consentsConsents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated herein. Each of Parent (or Merger Sub as the case may be) and the Company shall use their reasonable best efforts to resolve any objections that may be asserted by any Governmental Entity with respect to this Agreement or the transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall be deemed to require Parent to take to any action, or commit to take any action, or agree to any condition or restrictions, in connection with obtaining the foregoing permits, consents, approvals and authorizations of Governmental Entities or third parties that would reasonably be expected to have a material adverse effect on the business, results of operations or financial condition of Company or Parent (measured on a scale relative to Company and its Subsidiaries taken as a whole) following the Closing (a “Materially Burdensome Regulatory Condition”).
(b) Parent and Company shall, upon request, promptly furnish each other with all information concerning copies of written communications received by Parent, Company and their respective SubsidiariesMerger Sub or the Company, directorsas the case may be, officers and shareholders and such other matters as may be reasonably necessary in connection with any statement, filing, notice from or application made delivered by or on behalf of Parent, Company or any of their respective Subsidiaries to the foregoing to, any Governmental Entity in connection with the transactions contemplated by this Agreement.
(c) Parent and Company shall promptly advise each other upon receiving any communication from any Governmental Entity or third party whose consent or approval is required for consummation respect of the transactions contemplated by this Agreement which causes such party to believe that there is a reasonable likelihood that any Regulatory Approval or other consent or approval will not be obtained or that the receipt of any such approval will be materially delayedhereby.
Appears in 3 contracts
Sources: Merger Agreement (Perficient Inc), Merger Agreement (Perficient Inc), Merger Agreement (Perficient Inc)
Regulatory Matters. (a) Each of Parent and Company shall, and shall cause its Subsidiaries to, use their respective reasonable best efforts to (i) take, or cause to be taken, all actions necessary, proper to comply promptly with all legal requirements which may be imposed on such party or its Subsidiaries with respect to the transactions contemplated hereby, including obtaining any third party consent which may be required to be obtained in connection with the transactions contemplated hereby, and, subject to the conditions set forth in Article VII hereof, to consummate the transactions contemplated hereby (including, for purposes of this Section 6.1, required in order to continue any contract or agreement with Company or its Subsidiaries following Closing or to avoid any penalty or other fee under such contracts and agreements, in each case arising in connection with the transactions contemplated hereby) and (ii) obtain (and cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity which is required or advisable to be obtained by Company or Parent, respectively, or any of their respective Subsidiaries in connection with the transactions contemplated by this Agreement. The parties hereto shall cooperate with each other and use all reasonable efforts promptly to prepare and file all necessary documentation, and to effect all applications, notices, petitions and filings (includingfilings, if required, notification under the HSR Act or any other antitrust or competition law), and to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this AgreementAgreement (including without limitation the Merger). The Company and Parent and Company shall have the right to review in advance andadvance, and to the extent practicable, practicable each will consult with the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to Company the Company, Parent or ParentSub, as the case may be, and any of their respective Subsidiaries, which appear in any filing made with, with or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto shall act reasonably and as promptly as practicable. The parties hereto agree that they will consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated herein. Each of Parent (or Sub as the case may be) and the Company shall use their reasonable best efforts to resolve any objections that may be asserted by any Governmental Entity with respect to this Agreement or the transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall be deemed to require Parent to take to any action, or commit to take any action, or agree to any condition or restrictions, in connection with obtaining the foregoing permits, consents, approvals and authorizations of Governmental Entities or third parties that would reasonably be expected to have a material adverse effect on the business, results of operations or financial condition of Company or Parent (measured on a scale relative to Company and its Subsidiaries taken as a whole) following the Closing (a “Materially Burdensome Regulatory Condition”).
(b) Parent and Company shall, upon request, promptly furnish each other with all information concerning copies of written communications received by Parent, Company and their respective SubsidiariesSub or the Company, directorsas the case may be, officers and shareholders and such other matters as may be reasonably necessary in connection with any statement, filing, notice from or application made delivered by or on behalf of Parent, Company or any of their respective Subsidiaries to the foregoing to, any Governmental Entity in connection with the transactions contemplated by this Agreement.
(c) Parent and Company shall promptly advise each other upon receiving any communication from any Governmental Entity or third party whose consent or approval is required for consummation respect of the transactions contemplated by this Agreement which causes such party to believe that there is a reasonable likelihood that any Regulatory Approval or other consent or approval will not be obtained or that the receipt of any such approval will be materially delayedhereby.
Appears in 3 contracts
Sources: Merger Agreement (Perficient Inc), Merger Agreement (Simone Eric), Merger Agreement (Perficient Inc)
Regulatory Matters. (a) Each of Parent and Company shall, and The Parties shall cause its Subsidiaries to, use their respective reasonable best efforts to (i) take, or cause to be taken, all actions necessary, proper to comply promptly with all legal requirements which may be imposed on such party or its Subsidiaries with respect to the transactions contemplated hereby, including obtaining any third party consent which may be required to be obtained in connection with the transactions contemplated hereby, and, subject to the conditions set forth in Article VII hereof, to consummate the transactions contemplated hereby (including, for purposes of this Section 6.1, required in order to continue any contract or agreement with Company or its Subsidiaries following Closing or to avoid any penalty or other fee under such contracts and agreements, in each case arising in connection with the transactions contemplated hereby) and (ii) obtain (and cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity which is required or advisable to be obtained by Company or Parent, respectively, or any of their respective Subsidiaries in connection with the transactions contemplated by this Agreement. The parties hereto shall reasonably cooperate with each other and use their respective commercially reasonable efforts to promptly prepare and file all necessary documentation, and to effect all applications, notices, petitions and filings (includingand in the case of the applications, if requirednotices, notification under petitions and filings in respect of the HSR Act or any other antitrust or competition lawRequisite Regulatory Approvals, use their reasonable best efforts to make such filings within forty-five (45) calendar days of the date of this Agreement), to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which Authorities that are necessary or advisable to consummate the Merger and the other transactions contemplated by this Agreement. Parent and Company shall have , including the right to review in advance and, to the extent practicable, each will consult the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to Company or Parent, as the case may be, and any of their respective Subsidiaries, which appear in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto shall act reasonably and Bank Merger as promptly as practicable. The parties hereto agree that they will consult , and to comply with each other with respect to the obtaining terms and conditions of all such permits, consents, approvals approvals, and authorizations of all such third parties and or Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated hereinAuthorities. Each of Parent and Company shall use their reasonable best efforts to resolve any objections that may be asserted by any Governmental Entity with respect to this Agreement or the transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall be deemed to require Parent to take to any action, or commit to take any action, or agree to any condition or restrictions, in connection with obtaining the foregoing permits, consents, approvals and authorizations of Governmental Entities or third parties that would reasonably be expected to have a material adverse effect on the business, results of operations or financial condition of Company or Parent (measured on a scale relative to Company and its Subsidiaries taken as a whole) following the Closing (a “Materially Burdensome Regulatory Condition”).
(b) Parent and Company shall, upon request, furnish each to the other with all information concerning Parentitself, Company and their respective its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with any statement, filing, notice or application made by or on behalf of Parent, Company or any of their respective Subsidiaries to any Governmental Entity Authority in connection with the Merger and the other transactions contemplated by this Agreement. Company and Parent shall have the right to review in advance and, to the extent practicable, each will consult the other on, in each case subject to applicable Laws, all the non-confidential information relating to Company or Parent (excluding any confidential financial information relating to individuals), as the case may be, and any of their respective Subsidiaries, that appear in any filing made with, or written materials submitted to, any third party or any Governmental Authority in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the Parties shall act reasonably and as promptly as practicable. The Parties shall consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations (collectively the “Approvals”) of all third parties and Governmental Authorities necessary or advisable to consummate the Merger, the Bank Merger and the other transactions contemplated by this Agreement and each Party will keep the other reasonably apprised of the status of matters relating to such Approvals and the completion of the Merger, the Bank Merger and the other transactions contemplated by this Agreement.
(b) Notwithstanding the foregoing, nothing contained herein shall be deemed to require Parent or any of its Subsidiaries to take any action, or commit to take any action, or agree to any condition or restriction, in connection with obtaining the foregoing permits, consents, approvals and authorizations of Governmental Authorities that would reasonably be likely, in each case following the Effective Time (but regardless when the action, condition or restriction is to be taken or implemented), to have a Parent Material Adverse Effect (a “Materially Burdensome Regulatory Condition”).
(c) Parent From and Company after the date hereof until the earlier of the Effective Time or termination of this Agreement pursuant to Article 8, (i) the Parties shall use their respective commercially reasonable efforts to comply in all material respects with any commitments or obligations under any Regulatory Agreement or CRA Agreement, and shall exercise their commercially reasonable efforts to resolve any unresolved violation, criticism or exception thereunder; (ii) to the extent permitted by applicable Law, the Parties shall keep each other informed of the status and progress of its compliance with any such CRA-related commitments or obligations; (iii) each Party shall promptly advise each provide the other upon receiving Parties of any communication from notice, or other Knowledge of such Party, of any Governmental Entity planned or third party whose consent or approval is required for consummation of threatened objection by any community group to the transactions contemplated by this Agreement which causes such party hereby; and (iv) each Party shall cooperate with the other Parties to believe that there is a reasonable likelihood that any Regulatory Approval or other consent or approval will not be obtained or that the receipt of address and resolve any such approval will be materially delayedprotests as promptly as practicable, including by providing access to such information and employees of such Party as another Party may reasonably request.
Appears in 3 contracts
Sources: Agreement and Plan of Reorganization and Merger (Heritage Commerce Corp), Agreement and Plan of Reorganization and Merger (Heritage Commerce Corp), Merger Agreement (CVB Financial Corp)
Regulatory Matters. (a) Each of Parent SCB and Company shall, and shall cause its Subsidiaries to, use their respective reasonable best efforts to (i) take, or cause to be taken, all actions necessary, proper to comply promptly with all legal requirements which may be imposed on such party or its Subsidiaries with respect to the transactions contemplated hereby, including obtaining any third party consent which may be required to be obtained in connection with the transactions contemplated hereby, and, subject to the conditions set forth in Article VII hereof, to consummate the transactions contemplated hereby (including, for purposes of this Section 6.1, required in order to continue any contract or agreement with Company or its Subsidiaries following Closing or to avoid any penalty or other fee under such contracts and agreements, in each case arising in connection with the transactions contemplated hereby) and (ii) obtain (and cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity which is required or advisable to be obtained by Company or Parent, respectively, or any of their respective Subsidiaries in connection with the transactions contemplated by this Agreement. The parties hereto CBC shall cooperate with each other and use their reasonable best efforts to promptly prepare and file all necessary documentation, and to effect all applications, notices, petitions and filings (includingand in the case of applications, if requirednotices, notification under petitions and filings in respect of the HSR Act or any other antitrust or competition lawRequisite Regulatory Approvals, use their reasonable best efforts to make such filings within forty-five (45) days of the date of this Agreement), to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this AgreementTransaction, and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such Governmental Entities. Parent SCB and Company CBC shall have the right to review in advance andadvance, to the extent practicable, and each will consult the other on, in each case subject to applicable laws Laws relating to the exchange of information, all the information relating to Company SCB or ParentCBC, as the case may be, and any of their respective Subsidiaries, which appear appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this AgreementTransaction. In exercising the foregoing right, each of the parties hereto shall act reasonably and as promptly as practicable. The parties hereto agree that they will consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement Transaction and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated hereinTransaction. Each party shall consult with the other in advance of Parent any meeting or conference with any Governmental Entity in connection with the Transaction and Company to the extent permitted by such Governmental Entity, give the other party and/or its counsel the opportunity to attend and participate in such meetings and conferences, in each case subject to applicable Law.
(b) Each party shall use their its reasonable best efforts to respond to any request for information and resolve any objections objection that may be asserted by any Governmental Entity with respect to this Agreement or the transactions contemplated by this AgreementTransaction. Notwithstanding the foregoing, nothing contained in this Agreement shall be deemed to require Parent SCB or CBC or any of their respective Subsidiaries, and neither SCB nor CBC nor any of their respective Subsidiaries shall be permitted (without the written consent of the other party), to take to any action, or commit to take any action, or agree to any condition or restrictionsrestriction, in connection with obtaining the foregoing permits, consents, approvals and authorizations of Governmental Entities or third parties Regulatory Agencies that would reasonably be expected to have a material adverse effect Material Adverse Effect on the business, results of operations or financial condition of Company or Parent (measured on a scale relative to Company Surviving Corporation and its Subsidiaries Subsidiaries, taken as a whole) following , after giving effect to the Closing Merger and the Bank Merger (a “Materially Burdensome Regulatory Condition”).
(bc) Parent and Company shallTo the extent permitted by applicable Law, each party agrees, upon request, to furnish each the other party with all information concerning Parentitself, Company and their respective its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with any statement, filing, notice or application made by or on behalf of Parent, Company such other party or any of their respective Subsidiaries to any Governmental Entity in connection with the transactions contemplated by this AgreementTransaction (including, without limitation the Registration Statement).
(cd) Parent To the extent permitted by applicable Law, SCB and Company CBC shall promptly advise each other upon receiving any communication from any Governmental Entity or third party whose consent or approval is required for consummation of the transactions contemplated by this Agreement which Transaction that causes such party to believe that there is a reasonable likelihood that any Requisite Regulatory Approval or other consent or approval will not be obtained or that the receipt of any such approval will be materially delayed.
Appears in 3 contracts
Sources: Merger Agreement (Southern California Bancorp \ CA), Merger Agreement (California BanCorp), Merger Agreement (Southern California Bancorp \ CA)
Regulatory Matters. (a) Each of Parent and Company shall, and shall cause its Subsidiaries to, use their respective reasonable best efforts to (i) take, or cause to be taken, all actions necessary, proper to comply promptly with all legal requirements which may be imposed on such party or its Subsidiaries with respect to the transactions contemplated hereby, including obtaining any third party consent which may be required to be obtained in connection with the transactions contemplated hereby, and, subject to the conditions set forth in Article VII hereof, to consummate the transactions contemplated hereby (including, for purposes of this Section 6.1, required in order to continue any contract or agreement with Company or its Subsidiaries following Closing or to avoid any penalty or other fee under such contracts and agreements, in each case arising in connection with the transactions contemplated hereby) and (ii) obtain (and cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity which is required or advisable to be obtained by Company or Parent, respectively, or any of their respective Subsidiaries in connection with the transactions contemplated by this Agreement. The parties hereto shall cooperate with each other and use all reasonable efforts promptly to prepare and file all necessary documentation, and to effect all applications, notices, petitions and filings (includingfilings, if required, notification under the HSR Act or any other antitrust or competition law), and to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this AgreementAgreement (including without limitation the Merger). The Company and Parent and Company shall have the right to review in advance andadvance, and to the extent practicable, practicable each will consult with the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to Company the Company, Parent or ParentSub, as the case may be, and any of their respective Subsidiaries, which appear in any filing made with, with or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto shall act reasonably and as promptly as practicable. The parties hereto agree that they will consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated herein. Each of Parent and Company shall use their reasonable best efforts to resolve any objections that may be asserted by any Governmental Entity with respect to this Agreement or the transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall be deemed to require Parent to take to any action, or commit to take any action, or agree to any condition or restrictions, in connection with obtaining the foregoing permits, consents, approvals and authorizations of Governmental Entities or third parties that would reasonably be expected to have a material adverse effect on the business, results of operations or financial condition of Company or Parent (measured on a scale relative to Company and its Subsidiaries taken as a whole) following the Closing (a “Materially Burdensome Regulatory Condition”).
(b) Parent and Company (or Sub as the case may be) shall, upon request, furnish each other the Company with all information concerning Parentthemselves, Company and their respective Subsidiaries, directors, officers and shareholders stockholders and such other matters as may be reasonably necessary or advisable in connection with any statement, filing, notice or application the Registration Statement made by or on behalf of Parent, the Company or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreementhereby.
(c) Parent (or Sub as the case may be) and the Company shall promptly advise furnish each other upon receiving with copies of written communications received by Parent, Sub or the Company, as the case may be, from, or delivered by any communication from of the foregoing to, any Governmental Entity or third party whose consent or approval is required for consummation in respect of the transactions contemplated by this Agreement which causes such party to believe that there is a reasonable likelihood that any Regulatory Approval or other consent or approval will not be obtained or that the receipt of any such approval will be materially delayedhereby.
Appears in 2 contracts
Sources: Merger Agreement (Fresh Juice Co Inc), Agreement and Plan of Merger (Saratoga Beverage Group Inc)
Regulatory Matters. (a) Each As promptly as practicable following the execution and delivery of Parent this Agreement, but in no event more than 60 days from the date hereof, Sun and Company shall, and Community shall cause its Subsidiaries to, use their respective reasonable best efforts to (i) take, or cause to be taken, prepared and filed all actions necessary, proper to comply promptly required applications and filings with all legal requirements the Regulatory Authorities which are necessary or contemplated for the obtaining of the Consents of the Regulatory Authorities or consummation of the Merger. Such applications and filings shall be in such form as may be imposed on prescribed by the respective government agencies and shall contain such party or its Subsidiaries with respect to the transactions contemplated hereby, including obtaining any third party consent which information as they may be required to be obtained in connection with the transactions contemplated hereby, and, subject to the conditions set forth in Article VII hereof, to consummate the transactions contemplated hereby (including, for purposes of this Section 6.1, required in order to continue any contract or agreement with Company or its Subsidiaries following Closing or to avoid any penalty or other fee under such contracts and agreements, in each case arising in connection with the transactions contemplated hereby) and (ii) obtain (and cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity which is required or advisable to be obtained by Company or Parent, respectively, or any of their respective Subsidiaries in connection with the transactions contemplated by this Agreementrequire. The parties hereto shall will cooperate with each other and promptly use their best efforts to prepare and file execute all necessary documentation, and to effect all applications, notices, petitions necessary or contemplated filings and filings (including, if required, notification under the HSR Act or any other antitrust or competition law), to obtain as promptly as practicable all necessary or contemplated permits, consents, approvals approvals, rulings and authorizations of all government agencies and third parties and Governmental Entities which are necessary or advisable contemplated to consummate the transactions contemplated by this Agreement, including, without limitation, those required or contemplated from the Regulatory Authorities, and the shareholders of Community. Parent and Company Each of the parties shall have the right to review and approve in advance and, to the extent practicable, each will consult the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to Company or Parent, as the case may be, and any of their respective Subsidiariesadvance, which appear in approval shall not be unreasonably withheld, any filing made with, or written materials material submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto shall act reasonably and as promptly as practicable. The parties hereto agree that they will consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated herein. Each of Parent and Company shall use their reasonable best efforts to resolve any objections that may be asserted by any Governmental Entity with respect to this Agreement or the transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall be deemed to require Parent to take to any action, or commit to take any action, or agree to any condition or restrictions, in connection with obtaining the foregoing permits, consents, approvals and authorizations of Governmental Entities or third parties that would reasonably be expected to have a material adverse effect on the business, results of operations or financial condition of Company or Parent (measured on a scale relative to Company and its Subsidiaries taken as a whole) following the Closing (a “Materially Burdensome Regulatory Condition”).
(b) Parent and Company shall, upon request, furnish each other with all information concerning Parent, Company and their respective Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary in connection with any statement, filing, notice or application made by or on behalf of Parent, Company or any of their respective Subsidiaries to any Governmental Entity government agencies in connection with the transactions contemplated by this Agreement.
(cb) Parent Each party hereto will furnish the other party with all information concerning itself, its Subsidiaries, directors, trustees, officers, shareholders and Company shall depositors, as applicable, and such other matters as may be necessary or advisable in connection with any statement or application made by or on behalf of any such party to any governmental body in connection with the transactions, applications or filings contemplated by this Agreement. Upon request, the parties hereto will promptly advise furnish each other upon receiving with copies of written communications received by them or their respective Subsidiaries from, or delivered by any communication from of the foregoing to, any Governmental Entity or third party whose consent or approval is required for consummation governmental body in respect of the transactions contemplated by this Agreement which causes such party to believe that there is a reasonable likelihood that any Regulatory Approval or other consent or approval will not be obtained or that the receipt of any such approval will be materially delayedhereby.
Appears in 2 contracts
Sources: Merger Agreement (Sun Bancorp Inc /Nj/), Merger Agreement (Community Bancorp of New Jersey)
Regulatory Matters. (a) Each As promptly as practicable following the execution and delivery of Parent this Agreement, EVBS and Company shall, and FCB shall cause its Subsidiaries to, use their respective reasonable best efforts to (i) take, or cause to be taken, prepared and filed all actions necessary, proper to comply promptly required applications and filings with all legal requirements the Regulatory Authorities which are necessary or contemplated for the obtaining of the Consents of the Regulatory Authorities or consummation of the Merger. Such applications and filings shall be in such form as may be imposed on prescribed by the respective government agencies and shall contain such party or its Subsidiaries with respect to the transactions contemplated hereby, including obtaining any third party consent which information as they may be required to be obtained in connection with the transactions contemplated hereby, and, subject to the conditions set forth in Article VII hereof, to consummate the transactions contemplated hereby (including, for purposes of this Section 6.1, required in order to continue any contract or agreement with Company or its Subsidiaries following Closing or to avoid any penalty or other fee under such contracts and agreements, in each case arising in connection with the transactions contemplated hereby) and (ii) obtain (and cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity which is required or advisable to be obtained by Company or Parent, respectively, or any of their respective Subsidiaries in connection with the transactions contemplated by this Agreementrequire. The parties hereto shall will cooperate with each other and promptly use their best efforts to prepare and file execute all necessary documentation, and to effect all applications, notices, petitions necessary or contemplated filings and filings (including, if required, notification under the HSR Act or any other antitrust or competition law), to obtain as promptly as practicable all necessary or contemplated permits, consents, approvals approvals, rulings and authorizations of all government agencies and third parties and Governmental Entities which are necessary or advisable contemplated to consummate the transactions contemplated by this Agreement, including, without limitation, those required or contemplated from the Regulatory Authorities, and the shareholders of FCB and EVBS. Parent and Company Each of the parties shall have the right to review and approve in advance and, to the extent practicable, each will consult the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to Company or Parent, as the case may be, and any of their respective Subsidiariesadvance, which appear in approval shall not be unreasonably withheld, any filing made with, or written materials material submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto shall act reasonably and as promptly as practicable. The parties hereto agree that they will consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated herein. Each of Parent and Company shall use their reasonable best efforts to resolve any objections that may be asserted by any Governmental Entity with respect to this Agreement or the transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall be deemed to require Parent to take to any action, or commit to take any action, or agree to any condition or restrictions, in connection with obtaining the foregoing permits, consents, approvals and authorizations of Governmental Entities or third parties that would reasonably be expected to have a material adverse effect on the business, results of operations or financial condition of Company or Parent (measured on a scale relative to Company and its Subsidiaries taken as a whole) following the Closing (a “Materially Burdensome Regulatory Condition”).
(b) Parent and Company shall, upon request, furnish each other with all information concerning Parent, Company and their respective Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary in connection with any statement, filing, notice or application made by or on behalf of Parent, Company or any of their respective Subsidiaries to any Governmental Entity government agencies in connection with the transactions contemplated by this Agreement.
(cb) Parent Each party hereto will furnish the other party with all information concerning itself, its Subsidiaries, directors, trustees, officers, shareholders and Company shall depositors, as applicable, and such other matters as may be necessary or advisable in connection with any statement or application made by or on behalf of any such party to any governmental body in connection with the transactions, applications or filings contemplated by this Agreement. Upon request, the parties hereto will promptly advise furnish each other upon receiving with copies of written communications received by them or their respective Subsidiaries from, or delivered by any communication from of the foregoing to, any Governmental Entity or third party whose consent or approval is required for consummation governmental body in respect of the transactions contemplated by this Agreement which causes such party to believe that there is a reasonable likelihood that any Regulatory Approval or other consent or approval will not be obtained or that the receipt of any such approval will be materially delayedhereby.
Appears in 2 contracts
Sources: Merger Agreement (First Capital Bancorp, Inc.), Merger Agreement (Eastern Virginia Bankshares Inc)
Regulatory Matters. (a) Each of Parent and Company shall, and shall cause its Subsidiaries to, use their respective reasonable best efforts to (i) take, or cause to be taken, all actions necessary, proper to comply promptly with all legal requirements which may be imposed on such party or its Subsidiaries with respect to the transactions contemplated hereby, including obtaining any third party consent which may be required to be obtained in connection with the transactions contemplated hereby, and, subject to the conditions set forth in Article VII hereof, to consummate the transactions contemplated hereby (including, for purposes of this Section 6.1, required in order to continue any contract or agreement with Company or its Subsidiaries following Closing or to avoid any penalty or other fee under such contracts and agreements, in each case arising in connection with the transactions contemplated hereby) and (ii) obtain (and cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity which is required or advisable to be obtained by Company or Parent, respectively, or any of their respective Subsidiaries in connection with the transactions contemplated by this Agreement. The parties hereto shall cooperate with each other and use their respective commercially reasonable efforts to promptly prepare and file all necessary documentation, and to effect all applications, notices, petitions and filings (including, if required, notification under the HSR Act or any other antitrust or competition law)filings, to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which that are necessary or advisable to consummate the transactions contemplated by this AgreementAgreement (including the Merger), and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such third parties or Governmental Entities; provided, however, that no party shall be required to take any action pursuant to the foregoing sentence if the taking of such action or the obtaining of or compliance with such permits, consents, approvals and authorizations is reasonably likely to result in a condition or restriction having an effect of the type referred to in Section 7.2(c). In furtherance (but not in limitation) of the foregoing, subject to full cooperation of the Company and its advisors and accountants, Parent shall file any required applications, notices or other filings with the Federal Reserve Board, the New York State Banking Department and the Office of the State Bank Commissioner of the State of Delaware within twenty (20) calendar days of the date hereof. The Company and Parent shall have the right to review in advance advance, and, to the extent practicable, each will consult the other on, in each case subject to applicable laws relating to the exchange confidentiality of information, all the information relating to the Company or Parent, as the case may be, and any of their respective Subsidiaries, which that appear in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto shall act reasonably and as promptly as practicable. The parties hereto agree that they will shall consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement Agreement, and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated herein. Each of Parent and Company shall use their reasonable best efforts to resolve any objections that may be asserted by any Governmental Entity with respect to this Agreement or the transactions contemplated by this Agreement. Notwithstanding Parent shall advise the foregoingCompany, nothing contained in this Agreement shall be deemed to require Parent to take to promptly after it receives notice of the time when the Form S-4 has become effective, of the issuance of any actionstop order suspending the effectiveness of the Form S-4, or commit to take if any action, proceedings for that purpose shall have been initiated or agree to any condition or restrictions, in connection with obtaining threatened by the foregoing permits, consents, approvals and authorizations of Governmental Entities or third parties that would reasonably be expected to have a material adverse effect on the business, results of operations or financial condition of Company or Parent (measured on a scale relative to Company and its Subsidiaries taken as a whole) following the Closing (a “Materially Burdensome Regulatory Condition”)SEC.
(b) Each of Parent and the Company shall, upon request, furnish each to the other with all information concerning Parentitself, Company and their respective its Subsidiaries, directors, officers and shareholders stockholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement, the Form S-4 or any other statement, filing, notice or application made by or on behalf of Parent, the Company or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement.
(c) Each of Parent and the Company shall promptly advise each the other upon receiving any communication from any Governmental Entity or third party whose the consent or approval of which is required for consummation of the transactions contemplated by this Agreement which that causes such party to believe that there is a reasonable likelihood that any Requisite Regulatory Approval or other consent or approval will not be obtained or that the receipt of any such approval will may be materially delayed.
(d) Without limiting the scope of the foregoing paragraphs, the Company shall, to the extent permitted by applicable Law (i) promptly advise Parent of the receipt of any substantive communication from a Governmental Entity with respect to the transactions contemplated hereby, (ii) provide Parent with a reasonable opportunity to participate in the preparation of any response thereto and the preparation of any other substantive submission or communication to any Governmental Entity with respect to the transactions contemplated hereby and to review any such response, submission or communication prior to the filing or submission thereof, and (iii) provide Parent with the opportunity to participate in any meetings or substantive telephone conversations that the Company or its Subsidiaries or their respective representatives may have from time to time with any Governmental Entity with respect to the transactions contemplated hereby.
Appears in 2 contracts
Sources: Merger Agreement (M&t Bank Corp), Merger Agreement (Wilmington Trust Corp)
Regulatory Matters. (a) Each Following the execution and delivery of Parent this Plan of Merger, Yadkin Bank and Company shall, and VantageSouth Bank shall cause its Subsidiaries to, use their respective reasonable best efforts to (i) take, or cause to be takenprepared and filed all required applications and filings with the FDIC and NCCOB, all actions necessaryand any other state or federal regulatory authority having jurisdiction over the Subsidiary Merger (collectively, proper such regulatory authorities are referred to comply promptly with all legal requirements herein as the “Regulatory Authorities”) which are necessary or contemplated for the obtaining of the consents or approvals of the Regulatory Authorities for consummation of the Subsidiary Merger. Such applications and filings shall be in such form as may be imposed on prescribed by the respective government agencies and shall contain such party or its Subsidiaries with respect to the transactions contemplated hereby, including obtaining any third party consent which information as they may be required to be obtained in connection with the transactions contemplated hereby, and, subject to the conditions set forth in Article VII hereof, to consummate the transactions contemplated hereby (including, for purposes of this Section 6.1, required in order to continue any contract or agreement with Company or its Subsidiaries following Closing or to avoid any penalty or other fee under such contracts and agreements, in each case arising in connection with the transactions contemplated hereby) and (ii) obtain (and cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity which is required or advisable to be obtained by Company or Parent, respectively, or any of their respective Subsidiaries in connection with the transactions contemplated by this Agreementrequire. The parties hereto shall will cooperate with each other and promptly use their commercially reasonable efforts to prepare and file execute all necessary documentation, and to effect all applications, notices, petitions necessary or contemplated filings and filings (including, if required, notification under the HSR Act or any other antitrust or competition law), to obtain as promptly as practicable all necessary or contemplated permits, consents, approvals approvals, rulings and authorizations of all government agencies and third parties and Governmental Entities which are necessary or advisable contemplated to consummate the transactions contemplated by this Agreement. Parent and Company shall have Plan of Merger, including, without limitation, those required or contemplated from the right to review in advance and, to the extent practicable, each will consult the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to Company or Parent, as the case may be, and any of their respective Subsidiaries, which appear in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto shall act reasonably and as promptly as practicable. The parties hereto agree that they will consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated herein. Each of Parent and Company shall use their reasonable best efforts to resolve any objections that may be asserted by any Governmental Entity with respect to this Agreement or the transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall be deemed to require Parent to take to any action, or commit to take any action, or agree to any condition or restrictions, in connection with obtaining the foregoing permits, consents, approvals and authorizations of Governmental Entities or third parties that would reasonably be expected to have a material adverse effect on the business, results of operations or financial condition of Company or Parent (measured on a scale relative to Company and its Subsidiaries taken as a whole) following the Closing (a “Materially Burdensome Regulatory Condition”)Authorities.
(b) Parent and Company shall, upon request, Each party hereto will furnish each the other parties with all information concerning Parentitself, Company and their respective Subsidiaries, its directors, officers officers, shareholders and shareholders depositors, as applicable, and such other matters as may be reasonably necessary or advisable in connection with any statement, filing, notice statement or application made by or on behalf of Parent, Company or any of their respective Subsidiaries such party to any Governmental Entity governmental body in connection with the transactions transactions, applications or filings contemplated by this Agreement.
(c) Parent and Company shall Plan of Merger. The parties hereto will promptly advise furnish each other upon receiving with copies of written communications received by them from, or delivered by any communication from of the foregoing to, any Governmental Entity or third party whose consent or approval is required for consummation governmental body in respect of the transactions contemplated by this Agreement which causes such party to believe that there is a reasonable likelihood that any Regulatory Approval or other consent or approval will not be obtained or that the receipt of any such approval will be materially delayedhereby.
Appears in 2 contracts
Sources: Merger Agreement (Vantagesouth Bancshares, Inc.), Merger Agreement (YADKIN FINANCIAL Corp)
Regulatory Matters. (a) Each of Parent and Company shall, and shall cause its Subsidiaries to, use their respective reasonable best efforts to (i) take, or cause to be taken, all actions necessary, proper to comply promptly with all legal requirements which may be imposed on such party or its Subsidiaries with respect to the transactions contemplated hereby, including obtaining any third party consent which may be required to be obtained in connection with the transactions contemplated hereby, and, subject to the conditions set forth in Article VII hereof, to consummate the transactions contemplated hereby (including, for purposes of this Section 6.1, required in order to continue any contract or agreement with Company or its Subsidiaries following Closing or to avoid any penalty or other fee under such contracts and agreements, in each case arising in connection with the transactions contemplated hereby) and (ii) obtain (and cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity which is required or advisable to be obtained by Company or Parent, respectively, or any of their respective Subsidiaries in connection with the transactions contemplated by this Agreement. The parties hereto shall cooperate with each other and use their best efforts promptly to prepare and file within thirty days of the date hereof all necessary documentationapplications, and thereafter to effect all applicationsdocumentation, notices, petitions and filings (includingfilings, if required, notification under the HSR Act or any other antitrust or competition law), and to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities governmental authorities which are necessary or advisable to consummate the transactions contemplated by this Agreement. Parent RedFed and Company Golden State shall have the right to review in advance andadvance, and to the extent practicable, practicable each will consult the other on, in each case subject to applicable laws relating to the exchange of information, all of the information relating to Company RedFed or ParentGolden State, as the case may be, and any of their respective Subsidiariessubsidiaries, which appear appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity governmental authority in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto shall act reasonably and as promptly as practicable. The parties hereto agree that they will consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities governmental authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated herein. Each of Parent and Company shall use their reasonable best efforts to resolve any objections that may be asserted by any Governmental Entity with respect to this Agreement or the transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall be deemed to require Parent to take to any action, or commit to take any action, or agree to any condition or restrictions, in connection with obtaining the foregoing permits, consents, approvals and authorizations of Governmental Entities or third parties that would reasonably be expected to have a material adverse effect on the business, results of operations or financial condition of Company or Parent (measured on a scale relative to Company and its Subsidiaries taken as a whole) following the Closing (a “Materially Burdensome Regulatory Condition”).
(b) Parent Golden State and Company RedFed shall, upon request, furnish each other with all information concerning Parentthemselves, Company and their respective Subsidiariessubsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Form S-4 and the Proxy Statement (each as defined in Section 5.8) or any other statement, filing, notice or application made by or on behalf of Parent, Company Golden State or any of their respective Subsidiaries RedFed to any Governmental Entity governmental authority in connection with the Merger and the other transactions contemplated by this Agreement.
(c) Parent and Company shall promptly advise each other upon receiving any communication from any Governmental Entity or third party whose consent or approval is required for consummation of the transactions contemplated by this Agreement which causes such party to believe that there is a reasonable likelihood that any Regulatory Approval or other consent or approval will not be obtained or that the receipt of any such approval will be materially delayed.
Appears in 2 contracts
Sources: Merger Agreement (Golden State Bancorp Inc), Merger Agreement (Redfed Bancorp Inc)
Regulatory Matters. (a) Each of Parent DMGI shall promptly prepare and Company shallfile with the SEC the Proxy Statement and as promptly as practicable after such filing, and DMGI shall cause mail or deliver the Proxy Statement to its Subsidiaries to, stockholders. DMGI shall also use their respective its reasonable best efforts to (i) take, obtain all necessary state securities law or cause to be taken, all actions necessary, proper to comply promptly with all legal requirements which may be imposed on such party or its Subsidiaries with respect to the transactions contemplated hereby, including obtaining any third party consent which may be “Blue Sky” permits and approvals required to be obtained in connection with the transactions contemplated hereby, and, subject to the conditions set forth in Article VII hereof, to consummate the transactions contemplated hereby (including, for purposes of this Section 6.1, required in order to continue any contract or agreement with Company or its Subsidiaries following Closing or to avoid any penalty or other fee under such contracts and agreements, in each case arising in connection with the transactions contemplated hereby) and (ii) obtain (and cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity which is required or advisable to be obtained by Company or Parent, respectively, or any of their respective Subsidiaries in connection with carry out the transactions contemplated by this Agreement. , and the Orchard shall furnish all information concerning the Orchard and the holders of the Orchard Capital Stock as may be reasonably requested in connection with any such action.
(b) The parties hereto shall cooperate with each other and use their reasonable best efforts to promptly prepare and file all necessary documentation, and to effect all applications, notices, petitions and filings (including, if required, notification including the filing under the HSR Act or any other antitrust or competition lawAct), to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this AgreementAgreement (including, without limitation, the Merger), and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such Governmental Entities. Parent With the exception of any filings made under the HSR Act, DMGI and Company the Orchard shall have the right to review in advance advance, and, to the extent practicable, each will consult the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to Company the Orchard or ParentDMGI, as the case may be, and any of their respective Subsidiaries, which appear in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto shall act reasonably and as promptly as practicable. The parties hereto agree that they will consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated herein. Each of Parent and Company shall use their reasonable best efforts to resolve any objections that may be asserted by any Governmental Entity with respect to this Agreement or the transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall be deemed to require Parent to take to any action, or commit to take any action, or agree to any condition or restrictions, in connection with obtaining the foregoing permits, consents, approvals and authorizations of Governmental Entities or third parties that would reasonably be expected to have a material adverse effect on the business, results of operations or financial condition of Company or Parent (measured on a scale relative to Company and its Subsidiaries taken as a whole) following the Closing (a “Materially Burdensome Regulatory Condition”).
(bc) Parent DMGI and Company the Orchard shall, upon request, furnish each other with all information concerning Parentthemselves, Company and their respective Subsidiaries, directors, officers and shareholders stockholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement or any other statement, filing, notice or application made by or on behalf of ParentDMGI, Company the Orchard or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement.
(cd) Parent DMGI and Company the Orchard shall promptly advise each other upon receiving any communication from any Governmental Entity or third party whose consent or approval is required for consummation of the transactions contemplated by this Agreement which that causes such party to believe that there is a reasonable likelihood that any Requisite Regulatory Approval or other consent or approval will not be obtained or that the receipt of any such approval will be materially delayed.
Appears in 2 contracts
Sources: Merger Agreement (Digital Music Group, Inc.), Agreement and Plan of Merger (Dimensional Associates, LLC)
Regulatory Matters. (a) Each of Parent and Company shall, and shall cause its Subsidiaries to, use their respective reasonable best efforts to (i) take, or cause to be taken, all actions necessary, proper to comply promptly with all legal requirements which may be imposed on such party or its Subsidiaries with respect to the transactions contemplated hereby, including obtaining any third party consent which may be required to be obtained in connection with the transactions contemplated hereby, and, subject to the conditions set forth in Article VII hereof, to consummate the transactions contemplated hereby (including, for purposes of this Section 6.1, required in order to continue any contract or agreement with Company or its Subsidiaries following Closing or to avoid any penalty or other fee under such contracts and agreements, in each case arising in connection with the transactions contemplated hereby) and (ii) obtain (and cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity which is required or advisable to be obtained by Company or Parent, respectively, or any of their respective Subsidiaries in connection with the transactions contemplated by this Agreement. The parties hereto shall cooperate with each other and use their best efforts to promptly prepare and file all necessary documentation, and to effect all applications, notices, petitions and filings (includingfilings, if required, notification under the HSR Act or any other antitrust or competition law), and to obtain as promptly as practicable all permits, consents, approvals and authorizations of all Governmental Entities and third parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this Agreement. Parent PBOC and Company BYL shall have the right to review in advance andadvance, and to the extent practicable, practicable each will consult with the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to Company or Parent, as the case may be, and any of their respective Subsidiaries, which appear appears in any filing made with, with or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto shall act reasonably and as promptly as practicable. The parties hereto agree that they will consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated herein. Each of Parent and Company shall use their reasonable best efforts to resolve any objections that may be asserted by any Governmental Entity with respect to this Agreement or the transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall be deemed to require Parent to take to any action, or commit to take any action, or agree to any condition or restrictions, in connection with obtaining the foregoing permits, consents, approvals and authorizations of Governmental Entities or third parties that would reasonably be expected to have a material adverse effect on the business, results of operations or financial condition of Company or Parent (measured on a scale relative to Company and its Subsidiaries taken as a whole) following the Closing (a “Materially Burdensome Regulatory Condition”).
(b) Parent PBOC and Company BYL shall, upon request, furnish each other with all information concerning Parentthemselves, Company and their respective Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement or any other statement, filing, notice or application made by or on behalf of ParentPBOC, Company or any of their respective Subsidiaries BYL to any Governmental Entity in connection with the transactions contemplated by this Agreement.
(c) Parent PBOC and Company BYL shall promptly advise furnish each other upon receiving with copies of written communications received by, PBOC or BYL, as the case may be, from or delivered by any communication from of the foregoing to, any Governmental Entity or third party whose consent or approval is required for consummation in respect of the transactions contemplated by this Agreement which causes such party to believe that there is a reasonable likelihood that any Regulatory Approval or other consent or approval will not be obtained or that the receipt of any such approval will be materially delayedAgreement.
Appears in 2 contracts
Sources: Agreement and Plan of Reorganization (Pboc Holdings Inc), Merger Agreement (Byl Bancorp)
Regulatory Matters. (a) Each of Parent and Company The Parties shall, and shall cause its Subsidiaries their respective Affiliates to, cooperate with each other and use their respective reasonable best efforts to (i) takeas promptly as practicable after the date hereof prepare and file, or cause to be takenprepared and filed, all actions necessary, proper to comply promptly with all legal requirements which may be imposed on such party or its Subsidiaries with respect to the transactions contemplated hereby, including obtaining any third party consent which may be required to be obtained in connection with the transactions contemplated hereby, and, subject to the conditions set forth in Article VII hereof, to consummate the transactions contemplated hereby (including, for purposes of this Section 6.1, required in order to continue any contract or agreement with Company or its Subsidiaries following Closing or to avoid any penalty or other fee under such contracts and agreements, in each case arising in connection with the transactions contemplated hereby) and (ii) obtain (and cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity which is required or advisable to be obtained by Company or Parent, respectively, or any of their respective Subsidiaries in connection with the transactions contemplated by this Agreement. The parties hereto shall cooperate with each other and promptly prepare and file all necessary documentation, and documentation to effect all applications, notices, petitions and filings (includingwith, if required, notification under the HSR Act or any other antitrust or competition law), and to obtain as promptly as practicable after the date hereof all permits, consents, approvals approvals, waivers and authorizations of of, all third parties and Governmental Entities which that are necessary or advisable to timely consummate the transactions contemplated by this Agreement, including under the HSR Act. Parent and Company shall Subject to the foregoing, the Parties agree to use their reasonable best efforts to satisfy any conditions or requirements imposed by any Governmental Entity in connection with the consummation of the transactions contemplated by this Agreement. Each party hereto (the “Reviewing Party”) will have the right to review in advance andadvance, to and the extent practicable, each other party (the “Filing Party”) will consult with the other Reviewing Party on, in each case subject to applicable laws relating to the exchange of information, all the information relating to Company or Parent, as the case may be, Reviewing Party and any of their respective Subsidiaries, which appear its Affiliates that appears in any filing made with, or written materials submitted to, by the Filing Party to any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto shall act reasonably and as promptly as practicable. The parties hereto Parties agree that they will consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and that each party will keep the other parties reasonably apprised in a timely manner of the status of matters relating to completion of the transactions contemplated herein. Each of Parent and Company shall use their reasonable best efforts to resolve any objections the Parties agrees that may be asserted by any Governmental Entity with respect to this Agreement or none of the transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall be deemed to require Parent to take to any action, or commit to take any action, or agree to any condition or restrictions, in connection with obtaining the foregoing permits, consents, approvals and authorizations of Governmental Entities or third parties that would reasonably be expected to have a material adverse effect on the business, results of operations or financial condition of Company or Parent (measured on a scale relative to Company and its Subsidiaries taken as a whole) following the Closing (a “Materially Burdensome Regulatory Condition”).
(b) Parent and Company shall, upon request, furnish each other with all information concerning Parent, Company and their respective Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary in connection with any statement, filing, notice or application made by or on behalf of Parent, Company regarding it or any of their respective Subsidiaries its Affiliates supplied or to be supplied by it, or to be supplied on its behalf, in writing specifically for inclusion in any documents to be filed with any Governmental Entity in connection with the transactions contemplated by this Agreement.
(c) Parent and Company hereby will, at the respective times such documents are filed with any Governmental Entity, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each Party shall promptly advise each the other Parties upon receiving any communication from any Governmental Entity materially affecting AFIC or third party whose consent or approval is required for consummation of such Party’s ability to timely consummate the transactions contemplated by this Agreement which causes such party to believe that there is a reasonable likelihood that any Regulatory Approval or other consent or approval will not be obtained or that the receipt of any such approval will be materially delayedhereby.
Appears in 2 contracts
Sources: Asset Purchase Agreement, Asset Purchase Agreement (Triumph Bancorp, Inc.)
Regulatory Matters. (a) Each As promptly as practicable following the execution and delivery of Parent this Agreement, but in no event more than sixty (60) days from the date hereof, OceanFirst and Company shall, and Central Jersey shall cause its Subsidiaries to, use their respective reasonable best efforts to (i) take, or cause to be taken, prepared and filed all actions necessary, proper to comply promptly required applications and filings with all legal requirements the Regulatory Authorities which are necessary or contemplated for the obtaining of the Consents of the Regulatory Authorities or consummation of the Merger. Such applications and filings shall be in such form as may be imposed on prescribed by the respective government agencies and shall contain such party or its Subsidiaries with respect to the transactions contemplated hereby, including obtaining any third party consent which information as they may be required to be obtained in connection with the transactions contemplated hereby, and, subject to the conditions set forth in Article VII hereof, to consummate the transactions contemplated hereby (including, for purposes of this Section 6.1, required in order to continue any contract or agreement with Company or its Subsidiaries following Closing or to avoid any penalty or other fee under such contracts and agreements, in each case arising in connection with the transactions contemplated hereby) and (ii) obtain (and cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity which is required or advisable to be obtained by Company or Parent, respectively, or any of their respective Subsidiaries in connection with the transactions contemplated by this Agreementrequire. The parties Parties hereto shall will cooperate with each other and promptly use their best efforts to prepare and file execute all necessary documentation, and to effect all applications, notices, petitions necessary or contemplated filings and filings (including, if required, notification under the HSR Act or any other antitrust or competition law), to obtain as promptly as practicable all necessary or contemplated permits, consents, approvals approvals, rulings and authorizations of all government agencies and third parties and Governmental Entities which are necessary or advisable contemplated to consummate the transactions contemplated by this Agreement, including, without limitation, those required or contemplated from the Regulatory Authorities, and the shareholders of Central Jersey and OceanFirst. Parent and Company Each of the Parties shall have the right to review in advance andany filing, to the extent practicablepermitted by law, each will consult the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to Company or Parent, as the case may be, and any of their respective Subsidiaries, which appear in any filing made with, or written materials material submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto shall act reasonably and as promptly as practicable. The parties hereto agree that they will consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated herein. Each of Parent and Company shall use their reasonable best efforts to resolve any objections that may be asserted by any Governmental Entity with respect to this Agreement or the transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall be deemed to require Parent to take to any action, or commit to take any action, or agree to any condition or restrictions, in connection with obtaining the foregoing permits, consents, approvals and authorizations of Governmental Entities or third parties that would reasonably be expected to have a material adverse effect on the business, results of operations or financial condition of Company or Parent (measured on a scale relative to Company and its Subsidiaries taken as a whole) following the Closing (a “Materially Burdensome Regulatory Condition”).
(b) Parent and Company shall, upon request, furnish each other with all information concerning Parent, Company and their respective Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary in connection with any statement, filing, notice or application made by or on behalf of Parent, Company or any of their respective Subsidiaries to any Governmental Entity government agencies in connection with the transactions contemplated by this Agreement.
(cb) Parent Each Party hereto will furnish the other Party with all information concerning itself, its subsidiaries, directors, trustees, officers, shareholders and Company shall depositors, as applicable, and such other matters as may be necessary or advisable in connection with any statement or application made by or on behalf of any such Party to any governmental body in connection with the transactions, applications or filings contemplated by this Agreement. The Parties hereto will promptly advise furnish each other upon receiving with copies of written communications received by them or their respective subsidiaries from, or delivered by any communication from of the foregoing to, any Governmental Entity or third party whose consent or approval is required for consummation governmental body in respect of the transactions contemplated by this Agreement which causes such party to believe that there is a reasonable likelihood that any Regulatory Approval or other consent or approval will not be obtained or that the receipt of any such approval will be materially delayedhereby.
Appears in 2 contracts
Sources: Merger Agreement (Oceanfirst Financial Corp), Merger Agreement (Central Jersey Bancorp)
Regulatory Matters. (a) Each of Parent and Company shall, and shall cause its Subsidiaries to, use their respective reasonable best efforts to (i) take, or cause to be taken, all actions necessary, proper to comply promptly with all legal requirements which may be imposed on such party or its Subsidiaries with respect to the transactions contemplated hereby, including obtaining any third party consent which may be required to be obtained in connection with the transactions contemplated hereby, and, subject to the conditions set forth in Article VII hereof, to consummate the transactions contemplated hereby (including, for purposes of this Section 6.1, required in order to continue any contract or agreement with Company or its Subsidiaries following Closing or to avoid any penalty or other fee under such contracts and agreements, in each case arising in connection with the transactions contemplated hereby) and (ii) obtain (and cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity which is required or advisable to be obtained by Company or Parent, respectively, or any of their respective Subsidiaries in connection with the transactions contemplated by this Agreement. The parties hereto shall cooperate with each other and use their commercially reasonable efforts to promptly prepare and file all necessary documentation, and to effect all applications, notices, petitions and filings (includingfilings, if required, notification under the HSR Act or any other antitrust or competition law), and to obtain as promptly as practicable all permits, consents, approvals and authorizations of all [third parties and and] Governmental Entities which are necessary or advisable to consummate the Merger and the other transactions contemplated by this Agreement. Parent Seller and Company Buyer shall have the right to review in advance andadvance, and to the extent practicable, practicable each will consult the other on, in each case subject to applicable laws Laws relating to the exchange of information, all the information relating to Company or Parent, as Seller or the case may beBank, on the one hand, or Buyer or Merger Sub, on the other hand, and any of their respective SubsidiariesAffiliates, which appear appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto shall act reasonably and as promptly as practicable. The parties hereto agree that they will consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated herein. Each of Parent and Company shall use their reasonable best efforts to resolve any objections that may be asserted by any Governmental Entity with respect to this Agreement or the transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall be deemed to require Parent to take to any action, or commit to take any action, or agree to any condition or restrictions, in connection with obtaining the foregoing permits, consents, approvals and authorizations of Governmental Entities or third parties that would reasonably be expected to have a material adverse effect on the business, results of operations or financial condition of Company or Parent (measured on a scale relative to Company and its Subsidiaries taken as a whole) following the Closing (a “Materially Burdensome Regulatory Condition”).
(b) Parent Buyer and Company Seller shall, upon request, promptly furnish each other with all information concerning themselves, their Affiliates (including with respect to Parent, Company Seller and their respective Subsidiariesthe Bank), directors, officers and shareholders stockholders and such other matters as may be reasonably necessary or advisable in connection with any statement, filing, notice or application made by or on behalf of ParentBuyer, Company Seller or any of their respective Subsidiaries Affiliates to any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement.
(c) Parent Buyer and Company Seller shall promptly advise furnish each other upon receiving with copies of written communications received by Buyer or Seller, as the case may be, or any communication from of their respective Subsidiaries or Affiliates from, or delivered by any of the foregoing to, any Governmental Entity or third party whose consent or approval is required for consummation in respect of the transactions contemplated by this Agreement which causes such party to believe that there is a reasonable likelihood that any Regulatory Approval or other consent or approval will not be obtained or that the receipt of any such approval will be materially delayedhereby.
Appears in 2 contracts
Sources: Merger Agreement (First State Bancorporation), Merger Agreement (First State Bancorporation)
Regulatory Matters. (a) Each of Parent and the Company shall, and shall cause its Subsidiaries toSubsidiaries, to use their respective its reasonable best efforts to (i) take, or cause to be taken, all actions necessary, proper or advisable to comply promptly with all legal requirements Legal Requirements which may be imposed on such party or its Subsidiaries with respect to the Merger and the other transactions contemplated herebyby this Agreement, including obtaining to remove any third party consent which may be required to be obtained in connection with restraint or prohibition preventing the consummation of the Merger and the other transactions contemplated herebyby this Agreement, and, subject to the conditions set forth in Article VII hereofVII, to consummate the Merger and the other transactions contemplated hereby (including, for purposes of by this Section 6.1, required in order to continue any contract or agreement with Company or its Subsidiaries following Closing or to avoid any penalty or other fee under such contracts and agreements, in each case arising in connection with the transactions contemplated hereby) Agreement and (ii) obtain (and cooperate with the other party to obtain) any consent, authorization, order Permit, Order or approval of, or any exemption by, any Governmental Entity which is required or advisable to be obtained by Company Parent or Parentthe Company, respectively, or any of their respective Subsidiaries Subsidiaries, in connection with the Merger and the other transactions contemplated by this Agreement. The parties hereto shall cooperate with each other and promptly prepare and file all necessary documentation, and to effect all applications, notices, petitions and filings (including, if required, including any notification under required by the HSR Act or any other antitrust or competition lawAct), to obtain as promptly as practicable all permitsPermits, consents, approvals and approvals, authorizations of all third parties Governmental Entities, and Governmental Entities the expiry or termination of all applicable waiting periods, which are necessary or advisable to consummate the Merger and the other transactions contemplated by this Agreement. Parent and Company shall have the right to review in advance and, to the extent practicable, each will consult the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to Company or Parent, as the case may be, and any of their respective Subsidiaries, which appear in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto shall act reasonably and as promptly as practicable. The parties hereto agree that they will consult with each other with respect to the obtaining of all permits, consents, approvals Permits and authorizations consents of all third parties Governmental Entities, and Governmental Entities the expiration or termination of the applicable waiting period under the HSR Act or under any other Antitrust Law, necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated herein. Each of Parent and the Company shall use their its reasonable best efforts to resolve any objections that may be asserted by any Governmental Entity with respect to this Agreement Agreement, the Merger or the other transactions contemplated by this Agreement. Subject to Section 5.3, each of Parent and the Company shall not, and shall cause its respective Subsidiaries not to, engage in any action or transaction that would materially delay or materially impair the ability of the Company, Parent or Merger Sub to consummate the Merger and the other transactions contemplated by this Agreement. Parent and the Company further covenant and agree, with respect to any threatened or pending preliminary or permanent injunction or other Order, ruling or statute, Regulation or executive order that would materially adversely affect the ability of the parties hereto to consummate the transactions contemplated by this Agreement. Notwithstanding , to use their respective reasonable best efforts to prevent the foregoingentry, nothing contained in enactment or promulgation thereof, as the case may be, including by defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement shall be deemed to require Parent to take to any action, or commit to take any action, or agree to any condition or restrictions, in connection with obtaining the foregoing permits, consents, approvals and authorizations consummation of Governmental Entities or third parties that would reasonably be expected to have a material adverse effect on the business, results of operations or financial condition of Company or Parent (measured on a scale relative to Company and its Subsidiaries taken as a whole) following the Closing (a “Materially Burdensome Regulatory Condition”).
(b) Parent and Company shall, upon request, furnish each other with all information concerning Parent, Company and their respective Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary in connection with any statement, filing, notice or application made by or on behalf of Parent, Company or any of their respective Subsidiaries to any Governmental Entity in connection with the transactions contemplated by this Agreement.
(cb) Parent Each of Parent, on the one hand, and Company shall promptly advise the Company, on the other hand, shall, in connection with the efforts referenced in Section 6.3(a) to obtain all requisite Permits, consents, and expirations or terminations of applicable waiting periods for the transactions contemplated by this Agreement under the HSR Act or any other Antitrust Law (i) cooperate in all respects with each other upon receiving in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party; (ii) keep the other party and/or its counsel informed of any communication from received by such party from, or given by such party to, the Federal Trade Commission (the “FTC”), the Antitrust Division of the Department of Justice (the “DOJ”) or any other Governmental Entity and of any communication received or third party whose consent or approval is required for consummation given in connection with any proceeding by a private party, in each case regarding any of the transactions contemplated by this Agreement which causes Agreement; and (iii) permit the other party and/or its counsel to review in advance any written communication intended to be given by it to, and consult with each other in advance of any meeting or conference with, the FTC, the DOJ or any such party other Governmental Entity or, in connection with any proceeding by a private party, with any other Person, and to believe that there is a reasonable likelihood that any Regulatory Approval the extent not prohibited by the FTC, the DOJ or such other Governmental Entity or other consent Person, give the other party and/or its counsel the opportunity to attend and participate in such meetings and conferences. In exercising the foregoing rights, each of the parties hereto shall act reasonably and as promptly as practicable. For purposes of this Agreement, “Antitrust Law” means the ▇▇▇▇▇▇▇ Act, as amended, the ▇▇▇▇▇▇▇ Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, and all Laws, Orders and judicial doctrines that are designed or approval will not be obtained intended to prohibit, restrict or that regulate actions having the receipt purpose or effect of any such approval will be materially delayedmonopolization or restraint of trade or lessening of competition through merger or acquisition.
Appears in 2 contracts
Sources: Merger Agreement (Brink's Home Security Holdings, Inc.), Merger Agreement (Tyco International LTD /Ber/)
Regulatory Matters. (a) Each Seller, with the cooperation of Parent Buyer, shall promptly prepare and Company shall, and shall cause its Subsidiaries to, use their respective reasonable best efforts to (i) take, or cause to be taken, all actions necessary, proper to comply promptly with all legal requirements which may be imposed on such party or its Subsidiaries with respect file the Proxy Statement relating to the transactions contemplated hereby, including obtaining any third party consent which may be required meeting of shareholders of Seller and thereafter Seller shall promptly mail to be obtained in connection with its shareholders the transactions contemplated hereby, and, subject to the conditions set forth in Article VII hereof, to consummate the transactions contemplated hereby Proxy Statement.
(including, for purposes of this Section 6.1, required in order to continue any contract or agreement with Company or its Subsidiaries following Closing or to avoid any penalty or other fee under such contracts and agreements, in each case arising in connection with the transactions contemplated herebyb) and (ii) obtain (and cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity which is required or advisable to be obtained by Company or Parent, respectively, or any of their respective Subsidiaries in connection with the transactions contemplated by this Agreement. The parties hereto Parties shall cooperate with each other and use their reasonable best efforts to promptly prepare and file within 60 days after the date hereof or as soon thereafter as is reasonably practicable, all necessary documentation, and to effect all applications, notices, petitions and filings (includingfilings, if required, notification under the HSR Act or any other antitrust or competition law), and to obtain as promptly as practicable all permits, consents, approvals and authorizations of all Governmental Entities and third parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this AgreementTransactions. Parent and Company Each Party shall have the right to review in advance andadvance, and to the extent practicable, practicable each will consult with the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to Company or Parent, as the case may be, and any of their respective Subsidiaries, which appear appears in any filing made by the other Party with, or written materials submitted toby the other Party, to any third party or any Governmental Entity in connection with the transactions contemplated by this AgreementTransactions. In exercising the foregoing right, each of the parties hereto Party shall act reasonably and as promptly as practicable. The parties hereto Parties agree that they will consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement Transactions and each party Party will keep the other apprised of the status of matters relating to completion of the transactions contemplated hereinTransactions. Each of Parent and Company shall The Parties agree that they will use their reasonable best efforts to resolve any objections that may be asserted by any Governmental Entity with respect to this Agreement or the transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall be deemed to require Parent to take to any action, or commit to take any action, or agree to any condition or restrictions, in connection with obtaining the foregoing permits, consents, approvals and authorizations of Governmental Entities or third parties that would reasonably be expected to have a material adverse effect on the business, results of operations or financial condition of Company or Parent (measured on a scale relative to Company and its Subsidiaries taken as a whole) following cause the Closing (a “Materially Burdensome Regulatory Condition”)Date to occur not later than March 31, 2002.
(bc) Parent and Company Each Party shall, upon request, furnish each the other Party with all information concerning Parentitself, Company and their respective its Subsidiaries, directorsdirectors and officers, officers and the shareholders of Seller and such other matters as may be reasonably necessary or advisable in connection with any statement, filing, notice or application made by or on behalf of Parent, Company any Party or any of their respective its Subsidiaries to any Governmental Entity in connection with the transactions contemplated by this AgreementTransactions.
(cd) Parent and Company Each Party shall promptly advise each furnish the other upon receiving Party with copies of written communications received by it or any communication from of its Subsidiaries from, or delivered by any of the foregoing to, any Governmental Entity or third party whose consent or approval is required for consummation in respect of the transactions contemplated by this Agreement which causes such party to believe that there is a reasonable likelihood that any Regulatory Approval or other consent or approval will not be obtained or that the receipt of any such approval will be materially delayedTransactions.
Appears in 2 contracts
Sources: Merger Agreement (Hudson River Bancorp Inc), Merger Agreement (Ambanc Holding Co Inc)
Regulatory Matters. (a) Each of Parent The Company shall promptly prepare the Proxy Statement and Company shalldistribute it to the Company’s shareholders, and Parent shall cause provide in a timely manner any information reasonably requested by the Company for inclusion therein. The Company shall use its Subsidiaries to, use their respective reasonable best efforts to (i) takefile the Proxy Statement in preliminary form with the SEC within 40 days after the date hereof. If, or cause prior to be takenthe Effective Time of the Merger, all actions necessary, proper to comply promptly with all legal requirements which may be imposed on such party or its Subsidiaries any event occurs with respect to the transactions contemplated herebyCompany or Parent or any change occurs with respect to information supplied by Parent for inclusion in the Proxy Statement that, including obtaining in any third party consent which may be such case, is required to be obtained described in connection with the transactions contemplated hereby, and, subject to the conditions set forth in Article VII hereof, to consummate the transactions contemplated hereby (including, for purposes of this Section 6.1, required in order to continue any contract or agreement with Company or its Subsidiaries following Closing or to avoid any penalty or other fee under such contracts and agreements, in each case arising in connection with the transactions contemplated hereby) and (ii) obtain (and cooperate with the other party to obtain) any consent, authorization, order or approval an amendment of, or any exemption bysupplement to, any Governmental Entity which is required or advisable to be obtained by the Proxy Statement, the Company or Parent, respectivelyas applicable, shall promptly notify the other of them of such event and the parties, and the Company shall promptly disseminate the information in such amendment or any of their respective Subsidiaries in connection with supplement to its shareholders.
(b) Parent and the transactions contemplated by this Agreement. The parties hereto Company shall reasonably cooperate with each other and use their reasonable best efforts to promptly prepare and file all necessary documentation, and to effect all applications, notices, petitions and filings (includingfilings, if required, notification under the HSR Act or any other antitrust or competition law), and to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this AgreementAgreement (including the Merger, the Second Merger and the Bank Merger). Parent shall use its reasonable best efforts to file the applicable applications with the OCC and the FRB with respect to the transactions contemplated by this Agreement within 10 business days after the date hereof. The Company and Parent shall have the right to review in advance andadvance, and to the extent practicable, practicable each will consult the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to Company or Parent, as the case may be, and any of their respective Subsidiaries, which appear appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto shall act reasonably and as promptly as practicable. The parties hereto agree that they will consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and and, subject to applicable Laws (including relating to the exchange of information), each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated herein. Each of , provided, however, that in no event shall Parent and Company shall use their reasonable best efforts or Parent Bank be required to resolve any objections that may be asserted by any Governmental Entity with respect to this Agreement or the transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall be deemed to require Parent to take to any action, or commit to take any action, or agree to any condition prohibition, limitation, or restrictions, in connection with obtaining the foregoing permits, consents, approvals and authorizations of Governmental Entities or third parties other requirement that would reasonably be expected to have a (a) prohibit or materially limit the ownership or operation by Parent or Parent Bank of all or any material adverse effect on portion of the business, results business or assets of operations or financial condition of the Company or any Company Subsidiary, or (b) compel Parent or Parent Bank to dispose of or hold separate all or any material portion of the business or assets of the Company or any Company Subsidiary (measured on a scale relative to Company and its Subsidiaries taken as a whole) following the Closing (any such requirement alone, or more than one such requirement together, a “Materially Burdensome Regulatory Condition”).
(bc) Subject to applicable Laws relating to the exchange of information, Parent and the Company shall, upon request, furnish each other with all information concerning Parentthemselves, Company and their respective Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement, or any other statement, filing, notice or application made by or on behalf of Parent, the Company or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger, the Second Merger and the Bank Merger and the other transactions contemplated by this Agreement.
(cd) Subject to applicable Laws, Parent and the Company shall promptly furnish each other with copies of written communications received by Parent or the Company, as the case may be, or any of their respective Subsidiaries, affiliates or associates (as such terms are defined in Rule 12b-2 under the Exchange Act as in effect on the date of this Agreement) from, or delivered by any of the foregoing to, any Governmental Entity in respect of the transactions contemplated hereby. Parent and the Company shall reasonably promptly advise each other upon receiving of any communication from significant verbal communications initiated by any Governmental Entity with respect to the transactions contemplated hereby, subject to applicable Laws and, to the extent reasonably practicable and not prohibited by applicable law or third objected to by the subject Governmental Entity, Parent and Company will give the other party whose consent reasonable opportunity to attend and participate in any meetings or approval is required for telephone conversations with any Governmental Entity relating to any material issues with respect to the applications described in Section 7.1(b) or consummation of the transactions contemplated by this Agreement which causes such party to believe that there is a reasonable likelihood that any Regulatory Approval or other consent or approval will not be obtained or that the receipt of any such approval will be materially delayedhereby.
Appears in 2 contracts
Sources: Merger Agreement (Home Bancorp, Inc.), Merger Agreement (Louisiana Bancorp Inc)
Regulatory Matters. (a) Each of Parent The parties shall cooperate with each other and Company shall, and shall cause its Subsidiaries to, use their respective reasonable best efforts to (i) take, or cause to be taken, all actions necessary, proper to comply promptly with all legal requirements which may be imposed on such party or its Subsidiaries with respect to the transactions contemplated hereby, including obtaining any third party consent which may be required to be obtained in connection with the transactions contemplated hereby, and, subject to the conditions set forth in Article VII hereof, to consummate the transactions contemplated hereby (including, for purposes of this Section 6.1, required in order to continue any contract or agreement with Company or its Subsidiaries following Closing or to avoid any penalty or other fee under such contracts and agreements, in each case arising in connection with the transactions contemplated hereby) and (ii) obtain (and cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity which is required or advisable to be obtained by Company or Parent, respectively, or any of their respective Subsidiaries in connection with the transactions contemplated by this Agreement. The parties hereto shall cooperate with each other and promptly prepare and file all necessary documentation, and to effect all applications, notices, petitions and filings (including, if required, notification under the HSR Act or any other antitrust or competition law)filings, to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties (including any unions, works councils or other labor organizations) and Governmental Entities which Authorities that are necessary or advisable to consummate the transactions contemplated by this AgreementTransactions as promptly as practicable. Parent Each of the Company and Company the Investor shall have the right to review in advance advance, and, to the extent practicable, each will consult the other on, in each case subject to applicable laws Applicable Law relating to the exchange confidentiality of information, all the information relating to Company or Parent, as the case may be, and any of their respective Subsidiaries, which appear that appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity Authority in connection with the transactions contemplated by this AgreementTransactions. In exercising the foregoing right, each of the parties hereto shall act reasonably and as promptly as practicable. The parties hereto agree that they will shall consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities Authorities necessary or advisable to consummate the transactions contemplated by this Agreement Transactions and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated herein. Each of Parent and Company shall use their reasonable best efforts to resolve any objections that may be asserted by any Governmental Entity with respect to this Agreement or the transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall be deemed to require Parent to take to any action, or commit to take any action, or agree to any condition or restrictions, in connection with obtaining the foregoing permits, consents, approvals and authorizations of Governmental Entities or third parties that would reasonably be expected to have a material adverse effect on the business, results of operations or financial condition of Company or Parent (measured on a scale relative to Company and its Subsidiaries taken as a whole) following the Closing (a “Materially Burdensome Regulatory Condition”)Transactions.
(b) Parent and Company Each of the parties shall, upon request, furnish each to the other with all information concerning Parentitself, Company and their respective Subsidiariesits subsidiaries, directors, officers and shareholders stockholders, and such other matters as may be reasonably necessary or advisable in connection with any statement, filing, notice or application made by or on behalf of Parent, Company any of them or any of their respective Subsidiaries subsidiaries to any Governmental Entity Authority in connection with the transactions contemplated by this AgreementTransactions.
(c) Parent and Company Each of the parties shall promptly advise each the other upon receiving any communication from any Governmental Entity or third party whose consent or approval is required for consummation of the transactions contemplated by this Agreement which Authority regarding any Required Approvals that causes such party to believe that there is a reasonable likelihood that any Regulatory Required Approval or other consent or approval will not be obtained or that the receipt of any such approval will Required Approval may be materially delayed.
(d) From the date of this Agreement through the Closing, (i) the parties shall further cooperate with each other and use their respective reasonable best efforts to enter into a written agreement or agreements to implement such information sharing and other processes as are necessary to comply with the disclosure and other regulatory requirements that will, or will continue to, apply under Applicable Law (including the Exchange Act, the Banking Act of Japan and the Financial Instruments and Exchange Law of Japan and the rules and regulations promulgated thereunder) after the consummation of the Transactions and (ii) the Company shall cooperate with the Investor to provide such information as is necessary and to take such action from time to time as may be necessary for the Investor to apply the equity method of accounting for its investment in the Company after the consummation of the Transactions; provided that, without limitation of any of the Investor’s other remedies with respect to any breach of this Section 5.01(d) by the Company, the Company’s performance of its covenants and obligations under this Section 5.01(d) shall not be a condition to the Closing.
(e) Notwithstanding anything to the contrary contained in this Agreement, the parties hereby agree and acknowledge that neither this Section 5.01 nor the “reasonable best efforts” standard shall require, or be construed to require, the Company or any of its subsidiaries or other affiliates or the Investor or any of its subsidiaries or other affiliates, in order to obtain any permits, consents, approvals or authorizations, or any terminations or waivers of any applicable waiting periods, to propose, negotiate or offer to effect, or consent or commit to, any terms, condition or restrictions that are reasonably likely to materially and adversely impact (i) the Investor’s or any of its subsidiaries’ ability to own or operate any of their respective businesses or operations or ability to conduct any such businesses or operations substantially as conducted as of the date of this Agreement, (ii) the Company’s or any of its subsidiaries’ ability to own or operate any of their respective businesses or operations or ability to conduct any such businesses or operations substantially as conducted as of the date of this Agreement or (iii) the Investor’s ability to acquire, hold, dispose of or vote the Shares and realize the economic incidents of ownership of such Shares (any such effect described in clauses (i), (ii) or (iii), a “Substantial Detriment”).
Appears in 2 contracts
Sources: Transaction Agreement (Mitsubishi Ufj Financial Group Inc), Transaction Agreement (Morgan Stanley)
Regulatory Matters. (ai) Each of Parent The parties shall cooperate with each other and Company shall, and shall cause its Subsidiaries to, use their respective reasonable best efforts to (i) take, or cause to be taken, all actions necessary, proper to comply promptly with all legal requirements which may be imposed on such party or its Subsidiaries with respect to the transactions contemplated hereby, including obtaining any third party consent which may be required to be obtained in connection with the transactions contemplated hereby, and, subject to the conditions set forth in Article VII hereof, to consummate the transactions contemplated hereby (including, for purposes of this Section 6.1, required in order to continue any contract or agreement with Company or its Subsidiaries following Closing or to avoid any penalty or other fee under such contracts and agreements, in each case arising in connection with the transactions contemplated hereby) and (ii) obtain (and cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity which is required or advisable to be obtained by Company or Parent, respectively, or any of their respective Subsidiaries in connection with the transactions contemplated by this Agreement. The parties hereto shall cooperate with each other and promptly prepare and file all necessary documentation, and to effect all applications, notices, petitions and filings (including, if required, notification under the HSR Act or any other antitrust or competition law)filings, to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties (including any unions, works councils or other labor organizations) and Governmental Entities which that are necessary or advisable to consummate the transactions contemplated by this Agreement, and to otherwise consummate the transactions contemplated by the Transaction Documents as promptly as practicable. Parent Each of the Company and Company the Investor shall have the right to review in advance advance, and, to the extent practicable, each will consult the other on, in each case subject to applicable laws relating to the exchange confidentiality of information, all the information relating to Company or Parent, as the case may be, and any of their respective Subsidiaries, which appear that appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto shall act reasonably and as promptly as practicable. The parties hereto agree that they will shall consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated herein. Each of Parent and Company shall use their reasonable best efforts to resolve any objections that may be asserted by any Governmental Entity with respect to this Agreement or the transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall be deemed to require Parent to take to any action, or commit to take any action, or agree to any condition or restrictions, in connection with obtaining the foregoing permits, consents, approvals and authorizations of Governmental Entities or third parties that would reasonably be expected to have a material adverse effect on the business, results of operations or financial condition of Company or Parent (measured on a scale relative to Company and its Subsidiaries taken as a whole) following the Closing (a “Materially Burdensome Regulatory Condition”).
(bii) Parent and Company Each of the parties shall, upon request, furnish each to the other with all information concerning Parentitself, Company and their respective Subsidiariesits subsidiaries, directors, officers and shareholders stockholders, and such other matters as may be reasonably necessary or advisable in connection with any statement, filing, notice or application made by or on behalf of Parent, Company any of them or any of their respective Subsidiaries subsidiaries to any Governmental Entity in connection with the transactions contemplated by this Agreement.
(ciii) Parent and Company Each of the parties shall promptly advise each other the others upon receiving any communication from any Governmental Entity or third party whose the consent or approval of which is required for consummation of the transactions contemplated by this Agreement which that causes such party to believe that there is a reasonable likelihood that any Regulatory Approval or other consent or required regulatory approval will not be obtained or that the receipt of any such approval will may be materially delayed.
(iv) Notwithstanding anything to the contrary contained in this Agreement, the parties hereby agree and acknowledge that neither this Section 6.1 nor the “reasonable best efforts” standard shall require, or be construed to require, Investor or any of its respective subsidiaries or other affiliates, in order to obtain any permits, consents, approvals or authorizations, or any terminations or waivers of any applicable waiting periods, to propose, negotiate or offer to effect, or consent or commit to, any terms, condition or restrictions that are reasonably likely to materially and adversely impact (i) Investor’s or any of its subsidiaries’ ability to own or operate any of their respective businesses or operations or ability to conduct any such businesses or operations substantially as conducted as of the date of this Agreement, (ii) the Company’s or any of its subsidiaries’ ability to own or operate any of their respective businesses or operations or ability to conduct any such businesses or operations substantially as conducted as of the date of this Agreement, or (iii) Investor’s ability to acquire, hold and dispose of the Securities (or vote the Common Stock) and realize the economic incidents of ownership of such Securities (any such effect described in clause (i), (ii) or (iii), a “Substantial Detriment”).
Appears in 2 contracts
Sources: Securities Purchase Agreement (Mitsubishi Ufj Financial Group Inc), Securities Purchase Agreement (Mitsubishi Ufj Financial Group Inc)
Regulatory Matters. (a) Each of Parent and Company shall, and shall cause its Subsidiaries to, use their respective reasonable best efforts to (i) take, or cause to be taken, all actions necessary, proper to comply promptly with all legal requirements which may be imposed on such party or its Subsidiaries with respect to the transactions contemplated hereby, including obtaining any third party consent which may be required to be obtained in connection with the transactions contemplated hereby, and, subject to the conditions set forth in Article VII hereof, to consummate the transactions contemplated hereby (including, for purposes of this Section 6.1, required in order to continue any contract or agreement with Company or its Subsidiaries following Closing or to avoid any penalty or other fee under such contracts and agreements, in each case arising in connection with the transactions contemplated hereby) and (ii) obtain (and cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity which is required or advisable to be obtained by Company or Parent, respectively, or any of their respective Subsidiaries in connection with the transactions contemplated by this Agreement. The parties hereto shall cooperate with each other and use commercially reasonable efforts to promptly prepare and file as soon as practicable after the date hereof all necessary documentation, and to effect all applications, notices, petitions and filings (includingfilings, if required, notification under the HSR Act or any other antitrust or competition law), and to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties parties, Regulatory Agencies and Governmental Entities which are necessary or advisable for such party to consummate the transactions contemplated by this AgreementAgreement (including, without limitation, the Merger and the Bank Merger). Parent The Seller and Company the Buyer shall have the right to review in advance andall such applications, to the extent practicablenotices, petitions, and filings, and each will consult with the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to Company the Buyer, the Buyer Bank, the Seller or Parentthe Seller Bank, as the case may be, and any of their respective Subsidiaries, which appear in any filing made with, with or written materials submitted to, any third third-party or any Governmental Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto shall act reasonably and as promptly as practicable. The parties hereto agree that they will consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to the completion of the transactions contemplated herein. Each of Parent and Company shall use their reasonable best efforts to resolve any objections that may be asserted by any Governmental Entity with respect to this Agreement or the transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall be deemed to require Parent to take to any action, or commit to take any action, or agree to any condition or restrictions, in connection with obtaining the foregoing permits, consents, approvals and authorizations of Governmental Entities or third parties that would reasonably be expected to have a material adverse effect on the business, results of operations or financial condition of Company or Parent (measured on a scale relative to Company and its Subsidiaries taken as a whole) following the Closing (a “Materially Burdensome Regulatory Condition”)hereby.
(b) Parent The Seller and Company the Buyer shall, upon request, furnish each other with all information concerning Parentthemselves, Company and their respective Subsidiaries, directors, officers and shareholders stockholders and such other matters as may be reasonably necessary or advisable in connection with any statement, filing, notice or application made by or on behalf of Parentthe Seller, Company the Buyer or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger, the Bank Merger and the other transactions contemplated by this Agreement.
(c) Parent The Seller and Company the Buyer shall promptly advise furnish each other upon receiving with copies of written communications received by the Seller or the Buyer, as the case may be, or any communication from of their respective Subsidiaries, "affiliates" or "associates" (as such terms are defined in Rule 12b-2 under the Exchange Act as in effect on the date of this Agreement) from, or delivered by any of the foregoing to, any Governmental Entity or third party whose consent or approval is required for consummation in respect of the transactions contemplated by this Agreement which causes such party hereby.
(d) The Seller and the Buyer shall negotiate in good faith for a period not to believe exceed thirty (30) days an alternative transaction structure if, after pursuing in good faith all necessary regulatory approvals, the parties determine in good faith that there is a reasonable likelihood that any Regulatory Approval or other consent or approval the required regulatory approvals will not be obtained to complete the Merger or that the receipt Bank Merger. If an agreement on an alternative transaction structure cannot be reached after thirty (30) days of good faith negotiations, this Section 6.01(d) shall expire. In no event shall the parties have any such approval will be materially delayedobligation under this Section 6.01(d) to negotiate after July 31, 2002.
Appears in 2 contracts
Sources: Merger Agreement (Washington Trust Bancorp Inc), Merger Agreement (First Financial Corp /Ri/)
Regulatory Matters. (a) Each of Parent Advance, Advance Savings, Parkvale and Company shall, and shall cause its Subsidiaries to, use their respective reasonable best efforts to (i) take, or cause to be taken, all actions necessary, proper to comply promptly with all legal requirements which may be imposed on such party or its Subsidiaries with respect to the transactions contemplated hereby, including obtaining any third party consent which may be required to be obtained in connection with the transactions contemplated hereby, and, subject to the conditions set forth in Article VII hereof, to consummate the transactions contemplated hereby (including, for purposes of this Section 6.1, required in order to continue any contract or agreement with Company or its Subsidiaries following Closing or to avoid any penalty or other fee under such contracts and agreements, in each case arising in connection with the transactions contemplated hereby) and (ii) obtain (and cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity which is required or advisable to be obtained by Company or Parent, respectively, or any of their respective Subsidiaries in connection with the transactions contemplated by this Agreement. The parties hereto Bank shall cooperate with each other and promptly use their best efforts to prepare and file all necessary documentation, and documentation to effect all applications, notices, petitions necessary filings within 30 days from the date of this Agreement and filings (including, if required, notification under the HSR Act or any other antitrust or competition law), to obtain as promptly as practicable all necessary permits, consents, approvals and authorizations of all third parties and Governmental Entities which are governmental bodies necessary or advisable to consummate the transactions contemplated by this AgreementAgreement as soon as practicable. Parent and Company The parties shall each have the right to review and approve in advance and, to the extent practicable, each will consult the other on, in each case subject to applicable laws all information relating to the exchange of information, all the information relating to Company or Parentother, as the case may be, and any of their respective Subsidiariessubsidiaries, which appear appears in any filing made with, or written materials material submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto shall act reasonably and as promptly as practicable. The parties hereto agree that they will consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated herein. Each of Parent and Company shall use their reasonable best efforts to resolve any objections that may be asserted by any Governmental Entity with respect to this Agreement or the transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall be deemed to require Parent to take to any action, or commit to take any action, or agree to any condition or restrictions, in connection with obtaining the foregoing permits, consents, approvals and authorizations of Governmental Entities or third parties that would reasonably be expected to have a material adverse effect on the business, results of operations or financial condition of Company or Parent (measured on a scale relative to Company and its Subsidiaries taken as a whole) following the Closing (a “Materially Burdensome Regulatory Condition”).
(b) Parent and Company shall, upon request, furnish each other with all information concerning Parent, Company and their respective Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary in connection with any statement, filing, notice or application made by or on behalf of Parent, Company or any of their respective Subsidiaries to any Governmental Entity governmental body in connection with the transactions contemplated by this Agreement.
(cb) Parent and Company shall promptly advise Each of the parties will furnish each other upon receiving with all information concerning themselves, their directors, officers and stockholders and such other matters as may be necessary or advisable in connection with any communication from statement or application made by or on behalf of them to any Governmental Entity governmental body in connection with the Merger and the other transactions, applications or third party whose consent or approval is required for consummation of the transactions filings contemplated by this Agreement which causes Agreement.
(c) Each of the parties will promptly furnish each other with copies of written communications received by them from, or delivered by any of the foregoing to, any governmental body in connection with the Merger and the other transactions, applications or filings contemplated by this Agreement.
(d) Each of Advance and Parkvale agrees that if such party shall become aware prior to believe that there is a reasonable likelihood that any Regulatory Approval or other consent or approval will not be obtained or that the receipt mailing date of the Proxy Statement of any information furnished by such approval will party that would cause any of the statements in the Proxy Statement to be materially delayedfalse or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading, to promptly inform the other parties thereof and to take the necessary steps to correct the Proxy Statement.
Appears in 2 contracts
Sources: Agreement and Plan of Reorganization (Parkvale Financial Corp), Agreement and Plan of Reorganization (Advance Financial Bancorp)
Regulatory Matters. (a) Each of Parent and Company shall, and shall cause its Subsidiaries to, use their respective reasonable best efforts to (i) take, or cause to be taken, all actions necessary, proper to comply promptly with all legal requirements which may be imposed on such party or its Subsidiaries with respect to the transactions contemplated hereby, including obtaining any third party consent which may be required to be obtained in connection with the transactions contemplated hereby, and, subject to the conditions set forth in Article VII hereof, to consummate the transactions contemplated hereby (including, for purposes of this Section 6.1, required in order to continue any contract or agreement with Company or its Subsidiaries following Closing or to avoid any penalty or other fee under such contracts and agreements, in each case arising in connection with the transactions contemplated hereby) and (ii) obtain (and cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity which is required or advisable to be obtained by Company or Parent, respectively, or any of their respective Subsidiaries in connection with the transactions contemplated by this Agreement. The parties hereto shall cooperate with each other and use their reasonable efforts to promptly prepare and file all necessary documentation, and to effect all applications, notices, petitions and filings (includingfilings, if required, notification under the HSR Act or any other antitrust or competition law), and to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities governmental authorities which are necessary or advisable to consummate the transactions contemplated by this AgreementPlan. Parent The Company and Company the Acquiror shall have the right to review in advance andadvance, and to the extent practicable, practicable each will consult the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to the Company or Parentthe Acquiror, as the case may be, and any of their respective Subsidiaries, which appear in any filing made with, or written materials submitted to, any third party or any Governmental Entity governmental authority in connection with the transactions contemplated by this AgreementPlan. In exercising the foregoing right, each of the parties hereto shall act reasonably and as promptly as practicable. The parties hereto agree that they will consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities governmental authorities necessary or advisable to consummate the transactions contemplated by this Agreement Plan and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated herein. Each of Parent and Company shall use their reasonable best efforts to resolve any objections that may be asserted by any Governmental Entity with respect to this Agreement or the transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall be deemed to require Parent to take to any action, or commit to take any action, or agree to any condition or restrictions, in connection with obtaining the foregoing permits, consents, approvals and authorizations of Governmental Entities or third parties that would reasonably be expected to have a material adverse effect on the business, results of operations or financial condition of Company or Parent (measured on a scale relative to Company and its Subsidiaries taken as a whole) following the Closing (a “Materially Burdensome Regulatory Condition”).
(b) Parent The Acquiror and the Company shall, upon request, furnish each other with all information concerning Parentthemselves, Company and their respective Subsidiaries, directors, officers and shareholders stockholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement or any other statement, filing, notice or application made by or on behalf of Parentthe Acquiror, the Company or any of their respective Subsidiaries to any Governmental Entity governmental authority in connection with the Merger and the other transactions contemplated by this AgreementPlan.
(c) Parent The Acquiror and the Company shall promptly advise furnish each other upon receiving with copies of written communications received by the Acquiror or the Company, as the case may be, or any communication from of their respective Subsidiaries, affiliates or associates (as such terms are defined in Rule 12b-2 under the Exchange Act as in effect on the date of this Plan) from, or delivered by any Governmental Entity or third party whose consent or approval is required for consummation of the foregoing to, any governmental authority in respect of the transactions contemplated by this Agreement which causes such party to believe that there is a reasonable likelihood that any Regulatory Approval or other consent or approval will not be obtained or that the receipt of any such approval will be materially delayedhereby.
Appears in 2 contracts
Sources: Agreement and Plan of Merger (First Nationwide Holdings Inc), Agreement and Plan of Merger (First Nationwide Parent Holdings Inc)
Regulatory Matters. (a) Each of Parent The Parties shall cooperate with each other and Company shall, and shall cause its Subsidiaries to, use their respective reasonable best efforts to (i) take, or cause to be taken, all actions necessary, proper to comply promptly with all legal requirements which may be imposed on such party or its Subsidiaries with respect to the transactions contemplated hereby, including obtaining any third party consent which may be required to be obtained in connection with the transactions contemplated hereby, and, subject to the conditions set forth in Article VII hereof, to consummate the transactions contemplated hereby (including, for purposes of this Section 6.1, required in order to continue any contract or agreement with Company or its Subsidiaries following Closing or to avoid any penalty or other fee under such contracts and agreements, in each case arising in connection with the transactions contemplated hereby) and (ii) obtain (and cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity which is required or advisable to be obtained by Company or Parent, respectively, or any of their respective Subsidiaries in connection with the transactions contemplated by this Agreement. The parties hereto shall cooperate with each other and promptly prepare and file all necessary documentation, and to effect all applications, notices, petitions and filings (including, if required, notification under the HSR Act or any other antitrust or competition law)filings, to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which that are necessary or advisable to consummate the transactions contemplated by this AgreementAgreement (including the Vantage Merger, the Piedmont Merger, and the Bank Merger), and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such third parties or Governmental Entities. Parent Piedmont, Yadkin and Company Vantage shall have the right to review in advance and, to the extent practicable, and each will consult the other on, in each case subject to applicable laws relating to the exchange confidentiality of information, all the information relating to Company or ParentYadkin, Vantage and Piedmont, as the case may be, and any of their respective Subsidiaries, which appear that appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto Parties shall act reasonably and as promptly as practicable. Each party shall consult with the other Parties in advance of any meeting or conference with any Governmental Entity in connection with the transactions contemplated by this Agreement and to the extent permitted by such Governmental Entity, give the other Parties and/or their counsel the opportunity to attend and participate in such meetings and conferences. The parties hereto agree that they will Parties shall consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each party Party will keep the other apprised of the status of matters relating to completion of the transactions contemplated herein. Each of Parent and Company shall use their reasonable best efforts to resolve any objections that may be asserted by any Governmental Entity with respect to this Agreement or the transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement herein shall be deemed to require Parent any Party to take to any action, or commit to take any action, or agree to any condition or restrictionsrestriction, in connection with obtaining the foregoing permits, consents, approvals and authorizations of Governmental Entities or third parties or Governmental Entities, that the Parties agree would reasonably be expected to have a material adverse effect on the business, results of operations or financial condition of Company or Parent Material Adverse Effect (measured on a scale relative to Company and its Subsidiaries taken as a wholeYadkin) following the Closing on either Vantage, Yadkin or Piedmont (a “Materially Burdensome Regulatory Condition”).
(b) Parent and Company Each Party shall, upon request, furnish each to the other with all information concerning Parentitself, Company and their respective its Subsidiaries, directors, officers and shareholders or stockholders, as applicable, and such other matters as may be reasonably necessary or advisable in connection with the proxy statements, the Form S-4 or any other statement, filing, notice or application made by or on behalf of ParentPiedmont, Company Vantage, Yadkin or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement.
(c) Parent and Company Each Party shall promptly advise each the other Parties upon receiving any communication from any Governmental Entity or third party whose the consent or approval of which is required for consummation of the transactions contemplated by this Agreement which that causes such party Party to believe that there is a reasonable likelihood that any Piedmont Requisite Regulatory Approval, Vantage Requisite Regulatory Approval or other consent or approval Yadkin Requisite Regulatory Approval, respectively, will not be obtained or that the receipt of any such approval will may be materially delayeddelayed or subject to a Materially Burdensome Regulatory Condition.
Appears in 2 contracts
Sources: Merger Agreement (Vantagesouth Bancshares, Inc.), Merger Agreement (YADKIN FINANCIAL Corp)
Regulatory Matters. (a) Each As promptly as practicable following the execution and delivery of this Agreement, Parent and Company shall, and shall cause its Subsidiaries to, use their respective reasonable best efforts to (i) take, or cause to be taken, prepared and filed all actions necessary, proper to comply promptly required applications and filings with all legal requirements the Regulatory Authorities which may be imposed on such party are necessary or its Subsidiaries contemplated for the obtaining of the Consents of the Regulatory Authorities or consummation of the Merger and a notification with respect to the transactions contemplated hereby, including obtaining any third party consent which hereunder pursuant to the HSR Act. Such applications and filings shall be in such form as may be required to be obtained in connection with prescribed by the transactions contemplated hereby, and, subject to the conditions set forth in Article VII hereof, to consummate the transactions contemplated hereby (including, for purposes of this Section 6.1, required in order to continue any contract or agreement with Company or its Subsidiaries following Closing or to avoid any penalty or other fee under respective government agencies and shall contain such contracts and agreements, in each case arising in connection with the transactions contemplated hereby) and (ii) obtain (and cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity which is required or advisable to be obtained by Company or Parent, respectively, or any of their respective Subsidiaries in connection with the transactions contemplated by this Agreementinformation as they may require. The parties hereto shall will cooperate with each other and promptly use their best efforts to prepare and file execute all necessary documentation, and to effect all applications, notices, petitions necessary or contemplated filings and filings (including, if required, notification under the HSR Act or any other antitrust or competition law), to obtain as promptly as practicable all necessary or contemplated permits, consents, approvals approvals, rulings and authorizations of all government agencies and third parties and Governmental Entities which are necessary or advisable contemplated to consummate the transactions contemplated by this Agreement, including, without limitation, those required or contemplated from the Regulatory Authorities, and the shareholders of Company. Parent and Company Each of the parties shall have the right to review and approve in advance and, to the extent practicable, each will consult the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to Company or Parent, as the case may be, and any of their respective Subsidiariesadvance, which appear in approval shall not be unreasonably withheld, any filing made with, or written materials material submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto shall act reasonably and as promptly as practicable. The parties hereto agree that they will consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated herein. Each of Parent and Company shall use their reasonable best efforts to resolve any objections that may be asserted by any Governmental Entity with respect to this Agreement or the transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall be deemed to require Parent to take to any action, or commit to take any action, or agree to any condition or restrictions, in connection with obtaining the foregoing permits, consents, approvals and authorizations of Governmental Entities or third parties that would reasonably be expected to have a material adverse effect on the business, results of operations or financial condition of Company or Parent (measured on a scale relative to Company and its Subsidiaries taken as a whole) following the Closing (a “Materially Burdensome Regulatory Condition”).
(b) Parent and Company shall, upon request, furnish each other with all information concerning Parent, Company and their respective Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary in connection with any statement, filing, notice or application made by or on behalf of Parent, Company or any of their respective Subsidiaries to any Governmental Entity government agencies in connection with the transactions contemplated by this Agreement.
(cb) Parent Each party hereto will furnish the other party with all information concerning itself, its Subsidiaries, directors, trustees, officers, shareholders and Company shall depositors, as applicable, and such other matters as may be necessary or advisable in connection with any statement or application made by or on behalf of any such party to any governmental body in connection with the transactions, applications or filings contemplated by this Agreement. Upon request, the parties hereto will promptly advise furnish each other upon receiving with copies of written communications received by them or their respective Subsidiaries from, or delivered by any communication from of the foregoing to, any Governmental Entity or third party whose consent or approval is required for consummation governmental body in respect of the transactions contemplated by this Agreement which causes such party to believe that there is a reasonable likelihood that any Regulatory Approval or other consent or approval will not be obtained or that the receipt of any such approval will be materially delayedhereby.
Appears in 2 contracts
Sources: Merger Agreement (Landamerica Financial Group Inc), Merger Agreement (Capital Title Group Inc)
Regulatory Matters. (a) Each of Parent The Company and Company shallParent, as appropriate, shall promptly prepare and shall cause its Subsidiaries to, use their respective reasonable best efforts to (i) take, or cause to be taken, file all actions necessary, proper to comply promptly with all legal requirements which may be imposed on such party or its Subsidiaries requisite notices and applications with respect to the transactions contemplated herebyAmalgamation with any applicable local, including obtaining state, federal or foreign Regulatory Agency or under any third party consent which may be required to be obtained in connection with the transactions contemplated hereby, and, subject other applicable laws or regulations.
(b) Subject to the conditions set forth in Article VII hereofproviso to the first sentence of Section 6.7, to consummate the transactions contemplated hereby (including, for purposes of this Section 6.1, required in order to continue any contract or agreement with Company or its Subsidiaries following Closing or to avoid any penalty or other fee under such contracts and agreements, in each case arising in connection with the transactions contemplated hereby) and (ii) obtain (and cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity which is required or advisable to be obtained by Company or Parent, respectively, or any of their respective Subsidiaries in connection with the transactions contemplated by this Agreement. The parties hereto shall cooperate with each other and use reasonable endeavours to promptly prepare and file all necessary documentationdocumentation (including the Amalgamation Agreement), and to effect all applications, notices, petitions and filings (including, if required, notification under the HSR Act or any other antitrust or competition law)filings, to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this AgreementAgreement (including, without limitation, the Amalgamation), and to comply fully with the terms and conditions of all such permits, consents, approvals and authorizations of all such Governmental Entities. Parent and the Company shall have the right to review in advance andshall, to the extent practicable, consult each will consult the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to the Company or Parent, as the case may be, and any of their respective Subsidiaries, which appear in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto shall act reasonably and as promptly as practicable. The parties hereto agree that they will consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated herein. Each of Parent and Company shall use their reasonable best efforts to resolve any objections that may be asserted by any Governmental Entity with respect to this Agreement or the transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall be deemed to require Parent to take to any action, or commit to take any action, or agree to any condition or restrictions, in connection with obtaining the foregoing permits, consents, approvals and authorizations of Governmental Entities or third parties that would reasonably be expected to have a material adverse effect on the business, results of operations or financial condition of Company or Parent (measured on a scale relative to Company and its Subsidiaries taken as a whole) following the Closing (a “Materially Burdensome Regulatory Condition”).
(bc) Parent and the Company shall, upon request, furnish each other with all information concerning Parentthemselves, Company and their respective Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Shareholder Materials, or any other statement, filing, notice or application made by or on behalf of Parent, the Company or any of their respective Subsidiaries to any Governmental Entity in connection with the Amalgamation and the other transactions contemplated by this Agreement.
(cd) Parent and the Company shall promptly advise each other upon receiving any communication which concerns the Amalgamation from any Governmental Entity or third party whose consent or approval is required for consummation of the transactions contemplated by this Agreement which causes such party to believe that there is a reasonable likelihood that any Regulatory Approval or other consent or approval will not be obtained or that the receipt of any such approval will be materially delayedAgreement.
Appears in 2 contracts
Sources: Transaction Agreement and Plan of Amalgamation, Transaction Agreement and Plan of Amalgamation (Bank of Bermuda LTD)
Regulatory Matters. (a) Each From the date hereof through the consummation of Parent the Offer (which shall include acceptance for payment of all Common Shares duly tendered), Buyer, Sub and the Company shall, and shall cause its Subsidiaries to, use their respective reasonable best efforts to (i) take, or cause to be taken, all actions necessary, proper to comply promptly with all legal requirements which may be imposed on such party or its Subsidiaries with respect to the transactions contemplated hereby, including obtaining any third party consent which may be required to be obtained in connection with the transactions contemplated hereby, and, subject to the conditions set forth in Article VII hereof, to consummate the transactions contemplated hereby (including, for purposes of this Section 6.1, required in order to continue any contract or agreement with Company or its Subsidiaries following Closing or to avoid any penalty or other fee under such contracts and agreements, in each case arising in connection with the transactions contemplated hereby) and (ii) obtain (and cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity which is required or advisable to be obtained by Company or Parent, respectively, or any of their respective Subsidiaries in connection with the transactions contemplated by this Agreement. The parties hereto shall cooperate with each other and use their respective commercially reasonable efforts promptly to prepare and file all necessary documentationdocumentation with, and to effect all applications, notices, petitions and filings (including, if required, notification under the HSR Act or any other antitrust or competition law), to obtain as promptly as practicable all permitsLicenses and Permits of, consents, approvals and authorizations of all third parties and Governmental Entities Authorities which are necessary or advisable to consummate the transactions contemplated by this Agreement, including any filings under the HSR Act. Parent Buyer and the Company shall have the right to review in advance andadvance, to the extent practicable, each will and shall consult with the other on, in each case subject to applicable any laws relating to the exchange of information, all the information relating to the Company and any of its Subsidiaries or ParentBuyer, as the case may be, and any of their respective SubsidiariesAffiliates, which appear in any filing made with, or written materials submitted to, any third party or any Governmental Entity Authority in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto shall act reasonably and as promptly as practicable. The parties hereto agree that they will consult with each other with respect to the obtaining of all permits, consents, approvals Licenses and authorizations Permits of all third parties and Governmental Entities Authorities necessary or advisable to consummate the transactions contemplated by this Agreement Agreement, and each party will shall keep the other apprised of the status of matters relating to completion of the transactions contemplated herein. Each The party responsible for any such filing shall promptly deliver to the other party evidence of Parent the filing of all applications, filings, registrations and notifications relating thereto, and the filing of any supplement, amendment or item of additional information in connection therewith. The party responsible for a filing shall also promptly deliver to the other party a copy of each material notice, order, opinion and other item of correspondence received by such filing party from any Governmental Authority in respect of any such application. In exercising the foregoing rights and obligations, Buyer and the Company shall use their reasonable best efforts to resolve any objections that may be asserted by any Governmental Entity with respect to this Agreement or the transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall be deemed to require Parent to take to any action, or commit to take any action, or agree to any condition or restrictions, in connection with obtaining the foregoing permits, consents, approvals act reasonably and authorizations of Governmental Entities or third parties that would reasonably be expected to have a material adverse effect on the business, results of operations or financial condition of Company or Parent (measured on a scale relative to Company and its Subsidiaries taken as a whole) following the Closing (a “Materially Burdensome Regulatory Condition”)promptly as practicable.
(b) Parent Buyer has made Form A filings with the insurance departments of the States of California, Pennsylvania and Connecticut with respect to the transactions contemplated hereby. Buyer shall promptly make any and all other filings and submissions of information with such insurance departments which are required or requested by such insurance departments in order to obtain the approvals required by such insurance departments to consummate the transactions contemplated hereby. The Company shall, upon request, agrees to furnish each other Buyer with all such necessary information concerning Parent, Company and their respective Subsidiaries, directors, officers and shareholders and such other matters reasonable assistance as Buyer may be reasonably necessary request in connection with any statement, filing, notice its preparation of such Form A filings and other filings or application made by submissions. Buyer shall keep the Company fully apprised of its actions with respect to all such filings and submissions and shall provide the Company with copies of such Form A filings and other filings or on behalf of Parent, Company or any of their respective Subsidiaries to any Governmental Entity in connection with the transactions contemplated by this Agreementsubmissions.
(c) Parent and Company shall promptly advise each other upon receiving any communication from any Governmental Entity or third party whose consent or approval is required for consummation of the transactions contemplated by this Agreement which causes such party to believe that there is a reasonable likelihood that any Regulatory Approval or other consent or approval will not be obtained or that the receipt of any such approval will be materially delayed.
Appears in 2 contracts
Sources: Merger Agreement (Gryphon Holdings Inc), Merger Agreement (Gryphon Holdings Inc)
Regulatory Matters. (a) Each of Parent and Company shall, and shall cause its Subsidiaries to, use their respective reasonable best efforts Specified Efforts to (i) take, or cause to be taken, and assist and cooperate with the other party in taking, all actions necessary, proper or advisable to comply promptly with all legal requirements which may be imposed on such party or its Subsidiaries with respect to the transactions contemplated herebyhereby (including the Merger and the Bank Merger), including obtaining any third third-party consent which or waiver that may be required to be obtained in connection with the transactions contemplated hereby, and, subject to the conditions set forth in Article VII hereofVII, to consummate the transactions contemplated hereby (including, for purposes of this Section 6.1, required in order to continue any contract or agreement with Company or its Subsidiaries following Closing or to avoid any penalty or other fee under such contracts and agreements, in each case arising in connection with the transactions contemplated hereby) and (ii) obtain (and assist and cooperate with the other party to obtainin obtaining) any action, nonaction, permit, consent, authorization, order order, clearance, waiver or approval of, or any exemption by, any Governmental Entity which that is required or advisable to be obtained by Company or Parent, respectively, or any of their respective Subsidiaries in connection with the transactions contemplated by this AgreementAgreement (collectively, the “Regulatory Approvals”). The parties hereto shall cooperate with each other and promptly prepare and file file, as promptly as practicable after the date hereof, all necessary documentation, and to effect all applications, notices, petitions and filings (including, if required, notification under the HSR Act or any other antitrust or competition lawLaw), to obtain as promptly as practicable all actions, nonactions, permits, consents, authorizations, orders, clearances, waivers or approvals and authorizations of all third parties and Governmental Entities which that are necessary or advisable to consummate the transactions contemplated by this Agreement. Parent , including the Regulatory Approvals, and Company shall have the right to review in advance and, to the extent practicable, each will consult the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to Company or Parent, as the case may be, and any of their respective Subsidiaries, which appear in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto shall act reasonably and as promptly as practicable. The parties hereto agree that they will consult with each other with respect to Regulatory Approvals, no later than forty-five (45) days after the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated hereindate hereof. Each of Parent and Company shall use their reasonable best efforts Specified Efforts to resolve any objections that may be asserted by any Governmental Entity with respect to this Agreement or the transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall be deemed to require Parent to take to any action, or commit to take any action, or agree to any condition or restrictions, in connection with obtaining the foregoing permits, consents, approvals and authorizations of Governmental Entities or third parties that would reasonably be expected to have a material adverse effect on the business, results of operations or financial condition of Company or Parent (measured on a scale relative to Company and its Subsidiaries taken as a whole) following the Closing (a “Materially Burdensome Regulatory Condition”).
(b) Subject to applicable Laws relating to the exchange of information, Parent and Company shall, upon request, furnish each other with all information concerning Parent, Company and their respective Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary in connection with any statement, filing, notice or application made by or on behalf of Parent, Company or any of their respective Subsidiaries to any Governmental Entity in connection with the transactions contemplated by this Agreement. Parent and Company shall have the right to review in advance and, to the extent practicable, each will consult the other on, in each case subject to applicable Laws relating to the exchange of information, any filing made or proposed to be made with, or written materials submitted or proposed to be submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto shall act reasonably and as promptly as practicable.
(c) Subject to applicable Law (including applicable Laws relating to the exchange of information), Company and Parent 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 Law, (i) each of Parent and Company shall promptly advise each furnish the other upon receiving with copies of the nonconfidential portions of notices or other communications received by it or any communication of its Subsidiaries (or written summaries of communications received orally), from any third party or Governmental Entity with respect to the transactions contemplated by this Agreement, and (ii) each of Parent and Company shall provide the other a reasonable opportunity to review in advance, and to the extent practicable accept the reasonable comments of the other in connection with, any proposed nonconfidential written communication to, including any filings with, any Governmental Entity, in each case subject to applicable Laws relating to the exchange of information. Any such disclosures may be made on an outside counsel-only basis to the extent required under applicable Law.
(d) Notwithstanding the foregoing, nothing contained in this Agreement shall be deemed to require any party hereto to take any action, or third party whose consent commit to take any action, or approval is required for consummation agree to any condition or restriction, in connection with obtaining any Regulatory Approval that would (i) reasonably be expected to be materially burdensome on, or impair in any material respect the benefits of the transactions contemplated by this Agreement which causes such party to believe Parent or Company or (ii) require a material modification of, or impose any material limitation or restriction on, the activities, governance, legal structure, compensation or fee arrangements of Parent or any of its Subsidiaries (any of the foregoing, a “Burdensome Condition”); provided, however, that there is a reasonable likelihood that any Regulatory Approval or other consent or approval will the following shall not be obtained deemed to be included in the preceding list and shall not be deemed a “Burdensome Condition”: any restraint, limitation, term, requirement, provision or condition that applies generally to bank holding companies and banks as provided by applicable Law or written and publicly available supervisory guidance of general applicability, in each case, as in effect on the receipt of any such approval will be materially delayeddate hereof.
Appears in 2 contracts
Sources: Merger Agreement, Merger Agreement (Triumph Bancorp, Inc.)
Regulatory Matters. (a) Each of Parent and Company Party shall, and shall cause its Subsidiaries Affiliates to, use their respective commercially reasonable best efforts to (i) takeas promptly as practicable after the Effective Date prepare and file, or cause to be takenprepared and filed, all actions necessary, proper to comply promptly with all legal requirements which may be imposed on such party or its Subsidiaries with respect to the transactions contemplated hereby, including obtaining any third party consent which may be required to be obtained in connection with the transactions contemplated hereby, and, subject to the conditions set forth in Article VII hereof, to consummate the transactions contemplated hereby (including, for purposes of this Section 6.1, required in order to continue any contract or agreement with Company or its Subsidiaries following Closing or to avoid any penalty or other fee under such contracts and agreements, in each case arising in connection with the transactions contemplated hereby) and (ii) obtain (and cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity which is required or advisable to be obtained by Company or Parent, respectively, or any of their respective Subsidiaries in connection with the transactions contemplated by this Agreement. The parties hereto shall cooperate with each other and promptly prepare and file all necessary documentation, and documentation to effect all applications, notices, petitions and filings with, and to obtain as promptly as practicable after the Effective Date all Consents of, all Governmental Authorities and other third parties that are necessary or advisable to timely consummate the Transactions as required under applicable Antitrust Laws, including: (includingi) Notification and Report Forms with the FTC and DOJ if required by the HSR Act, if requiredwhich forms will not request early termination of the waiting period prescribed by the HSR Act and (ii) filings required by the merger notification or control Laws or regulations of any other applicable jurisdictions, subject to the limitations set forth in Section 4.16(e) and (iii) to supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the HSR Act or such other applicable foreign merger notification or merger control laws.
(b) The Parties agree to take all reasonable steps necessary to satisfy any conditions or requirements imposed by any Governmental Authority in connection with the consummation of the Transactions. Except as may be prohibited by any Governmental Authority, the Parties will consult and cooperate with one another, and will consider in good faith the views of one another, in connection with any analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted in connection with any suit, claim, action, investigation or proceeding under or relating to the HSR Act or any other antitrust or competition law), to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which are necessary or advisable to consummate Antitrust Law. Each Party (the transactions contemplated by this Agreement. Parent and Company shall “Reviewing Party”) will have the right to review in advance andadvance, to and each other Party (the extent practicable, each “Filing Party”) will consult with the other Reviewing Party on, in each case subject to applicable laws relating to the exchange of information, all the information relating to Company or Parent, as the case may be, Reviewing Party and any of their respective Subsidiaries, which appear its Affiliates that appears in any filing made with, or written materials submitted to, any third party or by the Filing Party to any Governmental Entity Authority in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto shall act reasonably and as promptly as practicable. The parties hereto agree that they will consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated hereinTransactions. Each of Parent and Company shall use their reasonable best efforts to resolve any objections the Parties agrees that may be asserted by any Governmental Entity with respect to this Agreement or none of the transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall be deemed to require Parent to take to any action, or commit to take any action, or agree to any condition or restrictions, in connection with obtaining the foregoing permits, consents, approvals and authorizations of Governmental Entities or third parties that would reasonably be expected to have a material adverse effect on the business, results of operations or financial condition of Company or Parent (measured on a scale relative to Company and its Subsidiaries taken as a whole) following the Closing (a “Materially Burdensome Regulatory Condition”).
(b) Parent and Company shall, upon request, furnish each other with all information concerning Parent, Company and their respective Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary in connection with any statement, filing, notice or application made by or on behalf of Parent, Company regarding it or any of their respective Subsidiaries its Affiliates supplied or to be supplied by it, or to be supplied on its behalf, in writing specifically for inclusion in any documents to be filed with any Governmental Entity Authority in connection with the transactions contemplated by this AgreementTransactions will, at the respective times such documents are filed with any Governmental Authority, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.
(c) Parent and Company Each Party shall promptly advise each the other Party upon receiving any material communication from any Governmental Entity Authority relating to the Transactions or third party whose consent adversely affecting its ability to timely consummate any of the Transactions.
(d) Each Party agrees to cooperate and use its commercially reasonable efforts to contest and resist any action, including administrative or approval judicial action, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is required for in effect and that restricts, prevents or prohibits consummation of the transactions contemplated Transactions, including by vigorously pursuing all available avenues of administrative and judicial appeal.
(e) Neither Party’s obligations under Section 4.15 to use commercially reasonable efforts to consummate the Transactions or to obtain the required Consents of Governmental Authorities under this Agreement which causes such party Section 4.16 shall include (i) proposing, negotiating, committing to believe that there is a reasonable likelihood that any Regulatory Approval or effecting, by consent decree, hold separate order, or otherwise, the sale, transfer, license, divestiture or other consent disposition of, or approval will not any prohibition or limitation on the ownership, operation, effective control or exercise of full rights of ownership of, any of the businesses, product lines or assets of such Party or any of its Affiliates (including (x) with respect to Goodyear, GDTE and, following the Closing, NGY and its Subsidiaries, and (y) with respect to SRI, DGT and, following the Closing, GDTNA), (ii) terminating, modifying or assigning existing relationships, Contracts or obligations of such Party’s Group or those relating to any assets, properties or businesses to be obtained acquired pursuant to this Agreement, (iii) changing or modifying any course of conduct regarding future operations of such Party’s Group or those relating to any assets, properties or businesses to be acquired pursuant to this Agreement, or (iv) otherwise taking or committing to take any other action that would limit the receipt freedom of any action of such approval will Party or its Affiliates with respect to, or their ability to retain, one or more of their respective operations, divisions, businesses, product lines, customers, assets or rights or interests, or their freedom of action with respect to the assets, properties or businesses to be materially delayedacquired pursuant to this Agreement.
Appears in 2 contracts
Sources: Framework Agreement, Framework Agreement (Goodyear Tire & Rubber Co /Oh/)
Regulatory Matters. (a) Parent shall promptly prepare and file with the SEC the S-4, in which the Proxy Statement will be included as a prospectus. The Company shall cooperate with Parent in the preparation of the Proxy Statement to be included within the S-4. Each of the Company and Parent and Company shall, and shall cause use its Subsidiaries to, use their respective reasonable best efforts to (i) takehave the S-4 declared effective under the Securities Act as promptly as practicable after such filing, and the Company shall thereafter mail the Proxy Statement to its shareholders. With the Company’s cooperation, Parent shall also use its reasonable best efforts to obtain all necessary state securities Law or cause to be taken, all actions necessary, proper to comply promptly with all legal requirements which may be imposed on such party or its Subsidiaries with respect to the transactions contemplated hereby, including obtaining any third party consent which may be “Blue Sky” permits and approvals required to be obtained in connection with the transactions contemplated hereby, and, subject to the conditions set forth in Article VII hereof, to consummate the transactions contemplated hereby (including, for purposes of this Section 6.1, required in order to continue any contract or agreement with Company or its Subsidiaries following Closing or to avoid any penalty or other fee under such contracts and agreements, in each case arising in connection with the transactions contemplated hereby) and (ii) obtain (and cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity which is required or advisable to be obtained by Company or Parent, respectively, or any of their respective Subsidiaries in connection with carry out the transactions contemplated by this Agreement. .
(b) The parties hereto Parties shall cooperate with each other and use their reasonable best efforts to promptly prepare and file all necessary documentation, and to effect all applications, notices, petitions and filings (includingfilings, if required, notification under the HSR Act or any other antitrust or competition law), and to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which that are necessary or advisable to consummate the transactions contemplated by this AgreementAgreement (including without limitation the Merger and the Bank Merger). The Company and Parent and Company shall have the right to review in advance andadvance, and to the extent practicable, practicable each will consult with the other on, in each case subject to applicable laws Laws relating to the exchange of information, all of the information relating to the Company or Parent, as the case may be, and any of their respective Subsidiaries, which appear appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto Parties shall act reasonably and as promptly as practicable. The parties hereto Parties agree that they will consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each party Party will keep the other apprised of the status of matters relating to completion of the transactions contemplated herein. Each of Parent and Company shall use their reasonable best efforts to resolve any objections that may be asserted by any Governmental Entity with respect to this Agreement or the transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall be deemed to require Parent to take to any action, or commit to take any action, or agree to any condition or restrictions, in connection with obtaining the foregoing permits, consents, approvals and authorizations of Governmental Entities or third parties that would reasonably be expected to have a material adverse effect on the business, results of operations or financial condition of Company or Parent (measured on a scale relative to Company and its Subsidiaries taken as a whole) following the Closing (a “Materially Burdensome Regulatory Condition”).
(bc) Parent and the Company shall, upon request, furnish each other with all information concerning Parentthemselves, Company and their respective Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement, the S-4, any filing pursuant to Rule 165 or Rule 425 under the Securities Act or Rule 14a-12 under the Exchange Act and any other statement, filing, notice or application made by or on behalf of Parent, the Company or any of their respective Subsidiaries to any Governmental Entity in connection with the transactions contemplated by this Agreement.
(c) Parent Merger, the Bank Merger and Company shall promptly advise each the other upon receiving any communication from any Governmental Entity or third party whose consent or approval is required for consummation of the transactions contemplated by this Agreement which causes (collectively, the “Filing Documents”). Parent agrees promptly to advise the Company if, at any time prior to the Company Shareholders’ Meeting, any information provided by Parent for the Filing Documents becomes incorrect or incomplete in any material respect and promptly to provide Company with the information needed to correct such party inaccuracy or omission. Parent shall promptly furnish the Company with such supplemental information as may be necessary in order to believe that there is a reasonable likelihood that cause the Filing Documents, insofar as they relate to Parent and Parent’s Subsidiaries, to comply with all applicable legal requirements. The Company agrees promptly to advise Parent if, at any Regulatory Approval time prior to the Company Shareholders’ Meeting, any information provided by the Company for the Filing Documents becomes incorrect or incomplete in any material respect and promptly to provide Parent with the information needed to correct such inaccuracy or omission. The Company shall promptly furnish Parent with such supplemental information as may be necessary in order to cause the Filing Documents, insofar as they relate to the Company and the Company Subsidiaries, to comply with all applicable legal requirements.
(d) Parent and the Company shall promptly furnish each other consent with copies of written communications received by Parent or approval will not be obtained the Company, as the case may be, or that any of their respective Subsidiaries, affiliates or associates (as such terms are defined in Rule 12b-2 under the receipt Exchange Act as in effect on the date of this Agreement) from, or delivered by any such approval will be materially delayedof the foregoing to, any Governmental Entity in respect of the transactions contemplated hereby.
Appears in 2 contracts
Sources: Merger Agreement (Lakeland Bancorp Inc), Merger Agreement (Lakeland Bancorp Inc)
Regulatory Matters. (a) Each of Parent Purchaser and the Company shall, and shall cause its Subsidiaries to, use their respective reasonable best efforts to (i) take, or cause to be taken, all actions necessary, proper to comply promptly with all legal requirements which may be imposed on such party or its Subsidiaries with respect to the transactions contemplated hereby, including obtaining any third party consent which may be required to be obtained in connection with the transactions contemplated hereby, and, subject to the conditions set forth in Article VII hereof, to consummate the transactions contemplated hereby (including, for purposes of this Section 6.1, required in order to continue any contract or agreement with Company or its Subsidiaries following Closing or to avoid any penalty or other fee under such contracts and agreements, in each case arising in connection with the transactions contemplated hereby) and (ii) obtain (and cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity which is required or advisable to be obtained by Company or Parent, respectively, or any of their respective Subsidiaries in connection with the transactions contemplated by this Agreement. The parties hereto shall cooperate with each other and promptly prepare and file all necessary documentation, and to effect all applications, notices, petitions and filings (includingfilings, if required, notification under the HSR Act or any other antitrust or competition law), and to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated purchase by this AgreementPurchaser of the Preferred Shares and the Rights (the "Investment") and (in the case of the Company) to consummate the Offer and the Proxy Solicitation. Parent The Company and Company Purchaser shall have the right to review in advance and, to the extent practicable, each will consult the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to Company or Parent, as the case may be, and any of their respective Subsidiaries, which appear in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this AgreementInvestment, the Offer or the Proxy Solicitation. In exercising the foregoing right, each of the parties hereto shall act reasonably and as promptly as practicable. The parties hereto agree that they will consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement Investment and, in the case of the Company, the Offer and the Proxy Solicitation and each party will keep the other apprised appraised of the status of matters relating to completion of the transactions contemplated herein. Each of Parent and Company shall use their reasonable best efforts to resolve any objections that may be asserted by any Governmental Entity with respect to this Agreement or the transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall be deemed to require Parent to take to any action, or commit to take any action, or agree to any condition or restrictionsInvestment and, in connection with obtaining the foregoing permitscase of the Company, consents, approvals the Offer and authorizations of Governmental Entities or third parties that would reasonably be expected to have a material adverse effect on the business, results of operations or financial condition of Company or Parent (measured on a scale relative to Company and its Subsidiaries taken as a whole) following the Closing (a “Materially Burdensome Regulatory Condition”)Proxy Solicitation.
(b) Parent Purchaser and the Company shall, upon request, furnish each other with all information concerning Parentthemselves, Company and their respective Subsidiaries, directors, officers and shareholders stockholders and such other matters as may be reasonably necessary or advisable in connection with any statement, filing, notice or application made by or on behalf of ParentPurchaser, the Company or any of their respective Subsidiaries to any Governmental Entity in connection with the Investment, the Offer, the Proxy Solicitation and the other transactions contemplated by this Agreement.
(c) Parent Purchaser and the Company shall promptly advise each furnish the other upon receiving with copies of written communications received by them, their Subsidiaries, Affiliates or Associates (as such terms are defined in Rule 12b-2 under the Exchange Act as in effect on the date of this Agreement) from, or delivered by any communication from of the foregoing to, any Governmental Entity or third party whose consent or approval is required for consummation in respect of the Investment, the Offer, the Proxy Solicitation and the other transactions contemplated by this Agreement (other than in respect of information filed or otherwise submitted confidentially to any such Governmental Entity).
(d) Purchaser and the Company shall, and shall cause their Subsidiaries to, use their best efforts (i) to take, or cause to be taken, all actions necessary, proper or advisable to comply promptly with all legal requirements which causes such may be imposed on them or their Subsidiaries with respect to the Investment, the Offer, the Proxy Solicitation and the other transactions contemplated by this Agreement and, subject to the conditions set forth in Article V hereof, to consummate the Investment and (ii) subject to the conditions set forth in Article V hereof, to obtain (and to cooperate with the other party to believe that there is a reasonable likelihood that obtain) any Regulatory Approval or other consent consent, authorization, order or approval will not of, or any exemption by, any Governmental Entity and any other third party which is required to be obtained by the Company or that Purchaser or any of their respective Subsidiaries in connection with the receipt Investment, the Offer, the Proxy Solicitation and the other transactions contemplated by this Agreement, and to comply with the terms and conditions of such consent, authorization, order or approval. Without limiting the generality of the foregoing, in connection with seeking the regulatory approvals required for the consummation of the Investment, if in Purchaser's reasonable judgment it would be necessary to obtain any required consent, authorization, order or approval of, or exemption by, any Governmental Entity in connection with the Investment, Purchaser shall make "passivity commitments" in customary form as reflected in recent orders of the Federal Reserve Board relating to non-controlling minority investments by bank holding companies in other banks or bank holding companies to all appropriate regulatory authorities except to the extent such approval will commitments would be materially delayedinconsistent with the transactions contemplated hereby.
Appears in 2 contracts
Sources: Stock Purchase Agreement (Fleet Boston Corp), Stock Purchase Agreement (North Fork Bancorporation Inc)
Regulatory Matters. (a) Each Subject to the conditions set forth in Article VII hereof, each of Parent and the Company shall, and shall cause its Subsidiaries to, use their respective reasonable best efforts to consult and cooperate with each other and in good faith promptly (i) take, or cause to be taken, all actions necessary, proper or advisable to comply promptly with all legal requirements which may be imposed on such party or its Subsidiaries with respect to the transactions contemplated hereby, including obtaining any third party consent which may be required to be obtained in connection with the transactions contemplated hereby, and, subject to the conditions set forth in Article VII hereofherein, to consummate the transactions contemplated hereby (including, for purposes of by this Section 6.1, required in order to continue any contract or agreement with Company or its Subsidiaries following Closing or to avoid any penalty or other fee under such contracts and agreements, in each case arising in connection with the transactions contemplated hereby) Agreement and (ii) obtain (and cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity which is required or advisable to be obtained by Company or Parent, respectively, or any of their respective Subsidiaries in connection with the transactions contemplated by this Agreement. The parties hereto shall cooperate with each other and promptly prepare and file all necessary documentation, and to effect all applications, notices, petitions and filings (includingwith, if required, notification under the HSR Act or any other antitrust or competition law), and use their reasonable best efforts to obtain as promptly as practicable all permits, consents, approvals and authorizations of of, all third parties and Governmental Entities Entities, including without limitation, the FRS, which are necessary or advisable to consummate the transactions contemplated by this Agreement. .
(b) In particular, Parent shall prepare and file all requisite notices and Applications with respect to the transactions contemplated by this Agreement required to be made by Parent with the Federal Reserve Board or any other Governmental Entities, as promptly as practicable after the date of this Agreement.
(c) Parent and the Company shall have the right to review in advance and, to the extent practicable, each will consult the other on, in each case subject to applicable laws Laws relating to the exchange of information, all the information relating to the Company or Parent, as the case may be, and any of their respective Subsidiaries, which appear in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto shall act reasonably and as promptly as practicable. The parties hereto agree that they will consult with each other with respect to .
(d) Parent and the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will Company shall keep the other apprised of reasonably informed as to the status of matters all notices and Applications and, subject to applicable Law relating to completion the exchange of the transactions contemplated herein. Each information, provide to each other, promptly after filing, copies of Parent such notices and Company shall use their reasonable best efforts to resolve any objections that may be asserted by any Governmental Entity with respect to this Agreement applications and all supplemental or the transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall be deemed to require Parent to take to any action, or commit to take any action, or agree to any condition or restrictions, in connection with obtaining the foregoing permits, consents, approvals and authorizations of Governmental Entities or third parties that would reasonably be expected to have a material adverse effect on the business, results of operations or financial condition of Company or Parent (measured on a scale relative to Company and its Subsidiaries taken as a whole) following the Closing (a “Materially Burdensome Regulatory Condition”)related filed materials.
(be) Parent and the Company shall, upon request, furnish each other with all information concerning Parentthemselves, Company and their respective Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with or any statement, filing, notice or application made by or on behalf of Parent, the Company or any of their respective Subsidiaries to any Governmental Entity in connection with the transactions contemplated by this Agreement.
(cf) Parent and the Company shall promptly advise each other upon receiving any communication from any Governmental Entity or third party whose consent or approval is required for consummation of the transactions contemplated by this Agreement which causes such party to believe that there is a reasonable likelihood that any Regulatory Approval or other consent or required approval of any Governmental Entity will not be obtained or that the receipt of any such approval will be materially delayed.
(g) Subject to the conditions set forth in Article VII hereof, if any administrative or judicial action or proceeding, including any proceeding by a private party, is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any Law, each of Parent and the Company shall cooperate in all respects with each other and use its respective commercially reasonable best efforts to contest and resist any such action or proceeding and to have 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 or restricts consummation of the transactions contemplated by this Agreement.
(h) Notwithstanding the foregoing, neither Parent nor the Company shall be required to disclose to the other any personal financial statements or other similar information concerning their directors, officers, shareholders or their respective individual affiliates.
Appears in 2 contracts
Sources: Share Acquisition Agreement (Franklin Resources Inc), Share Acquisition Agreement (Franklin Resources Inc)
Regulatory Matters. (a) Each of Parent and Company shall, and shall cause its Subsidiaries to, use their respective reasonable best efforts to (i) take, or cause to be taken, all actions necessary, proper to comply promptly with all legal requirements which may be imposed on such party or its Subsidiaries with respect to the transactions contemplated hereby, including obtaining any third party consent which may be required to be obtained in connection with the transactions contemplated hereby, and, subject to the conditions set forth in Article VII hereof, to consummate the transactions contemplated hereby (including, for purposes of this Section 6.1, required in order to continue any contract or agreement with Company or its Subsidiaries following Closing or to avoid any penalty or other fee under such contracts and agreements, in each case arising in connection with the transactions contemplated hereby) and (ii) obtain (and cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity which is required or advisable to be obtained by Company or Parent, respectively, or any of their respective Subsidiaries in connection with the transactions contemplated by this Agreement. The parties hereto Parties shall cooperate with each other and use their reasonable best efforts to promptly prepare and file all necessary documentation, and to effect all applicationsapplications (including applications for the Bank Merger), notices, petitions and filings (includingfilings, if required, notification under the HSR Act or any other antitrust or competition law), and to obtain as promptly as practicable all permits, consents, approvals and authorizations of all Governmental Entities and third parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this AgreementTransactions. Parent and Company Each Party shall have the right to review in advance andadvance, and to the extent practicable, practicable each will consult with the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to Company or Parent, as the case may be, and any of their respective Subsidiaries, which appear appears in any filing made with, by the other Party or written materials submitted to, by the other Party to any third party or any Governmental Entity in connection with the transactions contemplated by this AgreementTransactions. In exercising the foregoing right, each of the parties hereto Parties shall act reasonably and as promptly as practicable. The parties hereto Parties agree that they will consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement Transactions and each party Party will keep the other apprised appraised of the status of matters relating to completion of the transactions contemplated hereinTransactions. Each of Parent and Company shall The Parties agree that they will use their reasonable best efforts to resolve any objections that may be asserted by any Governmental Entity with respect to this Agreement or the transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall be deemed to require Parent to take to any action, or commit to take any action, or agree to any condition or restrictions, in connection with obtaining the foregoing permits, consents, approvals and authorizations of Governmental Entities or third parties that would reasonably be expected to have a material adverse effect on the business, results of operations or financial condition of Company or Parent (measured on a scale relative to Company and its Subsidiaries taken as a whole) following cause the Closing (a “Materially Burdensome Regulatory Condition”)Date to occur by September 30, 2000.
(b) Parent and Company Each Party shall, upon requestthe request of the other Party, furnish each such other Party with all information concerning Parentitself, Company its present and their respective Subsidiariesformer directors and officers, directors, officers and its shareholders and such other matters as may be reasonably necessary or advisable in connection with any statement, filing, notice or application made by or on behalf of Parent, Company or any of their respective Subsidiaries to any Governmental Entity in connection with the transactions contemplated by this AgreementTransactions.
(c) Parent and Company Each Party shall promptly advise each furnish the other upon receiving any communication from Party with copies of written communications received from, or delivered to, any Governmental Entity or third party whose consent or approval is required for consummation in respect of the transactions contemplated by this Agreement which causes such party to believe that there is a reasonable likelihood that any Regulatory Approval or other consent or approval will not be obtained or that the receipt of any such approval will be materially delayedTransactions.
Appears in 2 contracts
Sources: Merger Agreement (Cohoes Bancorp Inc), Merger Agreement (Hudson River Bancorp Inc)
Regulatory Matters. (a) The Company shall promptly prepare and file with the SEC the Proxy Statement/Prospectus, and the Buyer shall promptly prepare and file with the SEC the S-4. Each of Parent the Buyer and the Company shall, and shall cause its Subsidiaries to, use their respective reasonable best efforts to have the S-4 declared effective under the Securities Act as promptly as practicable after such filing, and thereafter to mail the Proxy Statement/Prospectus to stockholders of the Company.
(ib) takeSubject to subsection (e) below, or cause to be taken, all actions necessary, proper to comply promptly with all legal requirements which may be imposed on such party or its Subsidiaries with respect to the transactions contemplated hereby, including obtaining any third party consent which may be required to be obtained in connection with the transactions contemplated hereby, and, subject to the conditions set forth in Article VII hereof, to consummate the transactions contemplated hereby (including, for purposes of this Section 6.1, required in order to continue any contract or agreement with Company or its Subsidiaries following Closing or to avoid any penalty or other fee under such contracts and agreements, in each case arising in connection with the transactions contemplated hereby) and (ii) obtain (and cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity which is required or advisable to be obtained by Company or Parent, respectively, or any of their respective Subsidiaries in connection with the transactions contemplated by this Agreement. The parties hereto shall cooperate with each other and use their reasonable best efforts to promptly prepare and file all necessary documentation, and to effect all applications, notices, petitions and filings (including, if required, notification under the HSR Act or any other antitrust or competition law), and to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and or Governmental Entities which that are necessary or advisable to consummate the transactions contemplated by this Agreement. Parent The Company and Company the Buyer shall have the right to review in advance andadvance, and to the extent practicable, practicable each will consult the other on, in each case subject to applicable laws Laws relating to the exchange of information, all the information relating to the Company or Parentthe Buyer, as the case may be, and any and, in the case of their respective Subsidiariesthe Buyer, which appear that appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto shall act reasonably and as promptly as practicable. The parties hereto agree that they will consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and or Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to completion consummation of the transactions contemplated herein. Each of Parent and Company shall use their reasonable best efforts to resolve any objections that may be asserted by any Governmental Entity with respect to this Agreement or the transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall be deemed to require Parent to take to any action, or commit to take any action, or agree to any condition or restrictions, in connection with obtaining the foregoing permits, consents, approvals and authorizations of Governmental Entities or third parties that would reasonably be expected to have a material adverse effect on the business, results of operations or financial condition of Company or Parent (measured on a scale relative to Company and its Subsidiaries taken as a whole) following the Closing (a “Materially Burdensome Regulatory Condition”)hereby.
(bc) Parent The Buyer and the Company shall, upon request, furnish each other with all information concerning Parentthemselves, Company and their respective Subsidiaries, directors, officers and shareholders stockholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement/Prospectus and the S-4 or any other statement, filing, notice or application made by or on behalf of Parentthe Buyer, the Company or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement.
(cd) Parent The Buyer and the Company shall promptly advise cooperate to keep each other upon receiving reasonably apprised of material written communications received by the Buyer, on the one hand, or the Company, on the other hand, or any communication from of their respective Subsidiaries from, or delivered by any of the foregoing to, any Governmental Entity or third party whose consent or approval is required for consummation in respect of the transactions contemplated by this Agreement which causes such party Agreement, in each case to believe that there is a the extent permitted by Law.
(e) The Buyer hereby agrees to use its reasonable likelihood that any Regulatory Approval or other consent or approval will not be obtained or that best efforts to file all state, federal and foreign regulatory applications and notices required to consummate the receipt of any such approval will be materially delayedMerger.
Appears in 2 contracts
Sources: Merger Agreement (First State Bancorporation), Merger Agreement (Access Anytime Bancorp Inc)
Regulatory Matters. (a) Each of Parent and Company shall, and shall cause its Subsidiaries to, use their respective reasonable best efforts to (i) take, or cause to be taken, all actions necessary, proper to comply promptly with all legal requirements which may be imposed on such party or its Subsidiaries with respect to the transactions contemplated hereby, including obtaining any third party consent which may be required to be obtained in connection with the transactions contemplated hereby, and, subject to the conditions set forth in Article VII hereof, to consummate the transactions contemplated hereby (including, for purposes of this Section 6.1, required in order to continue any contract or agreement with Company or its Subsidiaries following Closing or to avoid any penalty or other fee under such contracts and agreements, in each case arising in connection with the transactions contemplated hereby) and (ii) obtain (and cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity which is required or advisable to be obtained by Company or Parent, respectively, or any of their respective Subsidiaries in connection with the transactions contemplated by this Agreement. The parties hereto shall cooperate with each other and use their reasonable best efforts to promptly prepare and file all necessary documentation, and to effect all applications, notices, petitions and filings (includingand in the case of the applications, if requirednotices, notification under petitions and filings in respect of the HSR Act or any other antitrust or competition lawRequisite Regulatory Approvals, within forty-five (45) days of the date of this Agreement), to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this Agreementhereby (including the Merger, Bank Combination and Dissolution), and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such Governmental Entities. Parent Buyer and Company Seller shall have the right to review in advance advance, and, to the extent practicable, each will consult the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to Company Seller or ParentBuyer, as the case may be, and any of their respective Seller’s Subsidiaries, which appear appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreementhereby. In exercising the foregoing right, each of the parties hereto shall act reasonably and as promptly as practicable. The parties hereto agree that they will consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated herein. Each hereby, and each party shall consult with the other in advance of Parent and Company shall use their reasonable best efforts to resolve any objections that may be asserted by any Governmental Entity meeting or conference with respect to this Agreement or the transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall be deemed to require Parent to take to any action, or commit to take any action, or agree to any condition or restrictions, in connection with obtaining the foregoing permits, consents, approvals and authorizations of Governmental Entities or third parties that would reasonably be expected to have a material adverse effect on the business, results of operations or financial condition of Company or Parent (measured on a scale relative to Company and its Subsidiaries taken as a whole) following the Closing (a “Materially Burdensome Regulatory Condition”).
(b) Parent and Company shall, upon request, furnish each other with all information concerning Parent, Company and their respective Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary in connection with any statement, filing, notice or application made by or on behalf of Parent, Company or any of their respective Subsidiaries to any Governmental Entity in connection with the transactions contemplated hereby and, to the extent permitted by such Governmental Entity, give the other party and/or its counsel the opportunity to attend and participate in such meetings and conferences, in each case subject to applicable law. As used in this Agreement.
, “Requisite Regulatory Approvals” means (ci) Parent all regulatory authorizations, consents, permits, orders, approvals, waivers or non-objections from the FDIC, the Director of the Rhode Island Department of Business Regulation, Division of Banks, the Commissioner of the Connecticut Banking Department and Company shall promptly advise the Federal Reserve Board and (ii) any other approvals set forth in Sections 3.5 and 4.4, in each other upon receiving any communication from any Governmental Entity or third party whose consent or approval is required for consummation of case (x) that are necessary to consummate the transactions contemplated by this Agreement hereby (including the Merger, Bank Combination and Dissolution) or (y) the failure of which causes such party to believe that there is a reasonable likelihood that any Regulatory Approval or other consent or approval will not be obtained would reasonably be expected to have, individually or that in the receipt of any such approval will be materially delayedaggregate, a Material Adverse Effect on Buyer.
Appears in 1 contract
Sources: Merger Agreement (PB Bancorp, Inc.)
Regulatory Matters. (a) Each of Parent and Company shall, and party shall cause its Subsidiaries to, use their respective reasonable best efforts to (i) take, or cause to be taken, all actions necessary, proper to comply promptly with all legal requirements which may be imposed on such party or its Subsidiaries with respect to the transactions contemplated hereby, including obtaining any third party consent which may be required to be obtained in connection with the transactions contemplated hereby, and, subject to the conditions set forth in Article VII hereof, to consummate the transactions contemplated hereby (including, for purposes of this Section 6.1, required in order to continue any contract or agreement with Company or its Subsidiaries following Closing or to avoid any penalty or other fee under such contracts and agreements, in each case arising in connection with the transactions contemplated hereby) and (ii) obtain (and cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity which is required or advisable to be obtained by Company or Parent, respectively, or any of their respective Subsidiaries in connection with the transactions contemplated by this Agreement. The parties hereto shall cooperate with each other and promptly prepare and file all necessary documentation, and to effect all applications, notices, petitions and filings (including, if required, notification under the HSR Act or any other antitrust or competition law), to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this Agreement. Parent and Company shall have the right to review in advance and, to the extent practicable, each will consult the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to Company or Parent, as the case may be, and any of their respective Subsidiaries, which appear in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, keep each of the other parties hereto shall act reasonably and as promptly as practicable. The parties hereto agree that they will consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to the completion of the transactions contemplated herein. Each hereby and work cooperatively in connection with obtaining all required approvals or consents of Parent and Company shall use their reasonable best efforts to resolve any objections that may be asserted by any Governmental Entity Authority. In that regard, each party shall without limitation: (i) promptly notify the others of, and if in writing, furnish the others with the copies of (or, in the case of material oral communications, advise the others orally of) any communications from or with any Governmental Authority with respect to this Agreement or the transactions contemplated by this Agreement, (ii) permit the others to review and discuss in advance, and consider in good faith the views of the others in connection with, any proposed written (or any proposed material oral) communication with any Governmental Authority, (iii) not participate in any meeting with any Governmental Authority unless it consults with the others in advance and to the extent permitted by such Governmental Authority gives the others the opportunity to attend and participate thereat, (iv) furnish the others with copies of all correspondence, filings and communications (and memoranda setting forth the substance thereof) between it and any Governmental Authority with respect to this Agreement, and (v) respond as promptly as reasonably practicable to any inquiries received from the FTC or the Antitrust Division and to all inquiries and requests received from any State Attorney General or other Governmental Authority in connection with Regulatory Approvals and antitrust matters. Notwithstanding anything to the foregoingcontrary contained herein, (i) nothing contained in this Agreement will require LKQ, whether pursuant to an order of the FTC or the Antitrust Division or otherwise, to dispose of any assets, lines of business or equity interests in order to obtain the consent of the FTC or the Antitrust Division to the transactions contemplated by this Agreement, and (ii) without the other parties’ consent (which consent shall not be deemed to require Parent to take to any actionunreasonably withheld, delayed or commit to take any actionconditioned), or agree to any condition or restrictionsnone of the Company, in connection with obtaining the foregoing permits, consents, approvals and authorizations of Governmental Entities or third parties that would reasonably be expected to have a material adverse effect on the business, results of operations or financial condition of Company or Parent (measured on a scale relative to Company and its Subsidiaries taken as a whole) following the Closing (a “Materially Burdensome Regulatory Condition”).
(b) Parent and Company shall, upon request, furnish each other with all information concerning Parent, Company and their respective Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary in connection with any statement, filing, notice or application made by or on behalf of Parent, Company LKQ or any of their respective Subsidiaries affiliates shall (a) extend any waiting period or agree to refile under the HSR Act or (b) enter into any Governmental Entity in connection agreement with the FTC or the Antitrust Division agreeing to suspend consummation of the transactions contemplated by this Agreement.
(c) Parent and Company shall promptly advise each other upon receiving any communication from any Governmental Entity or third party whose consent or approval is required for consummation of the transactions contemplated by this Agreement which causes such party to believe that there is a reasonable likelihood that any Regulatory Approval or other consent or approval will not be obtained or that the receipt of any such approval will be materially delayed.
Appears in 1 contract
Sources: Stock Purchase Agreement (LKQ Corp)
Regulatory Matters. (a) Each of Parent and Company shallBuyer shall be responsible, and shall cause its Subsidiaries toat is sole expense, use their respective reasonable best efforts to (i) take, for preparing any applications or cause filings to be taken, all actions necessary, proper made to comply promptly with all legal requirements which may be imposed on such party or its Subsidiaries with respect any Governmental Authority pursuant to the transactions contemplated hereby, including obtaining any third party consent which may be required to be obtained applicable regulatory Law in connection with the transactions contemplated hereby, and, subject by this Agreement (including without limitation any such applications and filings under applicable Antitrust Laws and any applicable submissions to CFIUS). The Parties will use their reasonable best efforts to cause any such applications or filings to be filed promptly following the conditions set forth in Article VII hereof, to consummate the transactions contemplated hereby (including, for purposes execution of this Section 6.1Agreement and to obtain any necessary approvals of the requisite Governmental Authorities promptly thereafter. Subject to applicable Law, each Party will use reasonable best efforts to furnish to each other all information required in order to continue for any contract or agreement with Company or its Subsidiaries following Closing or to avoid any penalty application or other fee under such contracts and agreements, in each case arising in connection with the transactions contemplated hereby) and (ii) obtain (and cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity which is required or advisable filing to be obtained by Company or Parent, respectively, or made pursuant to any of their respective Subsidiaries applicable Law in connection with the transactions contemplated by this Agreement. The , and each such party shall promptly inform the other parties hereto shall cooperate with each other and promptly prepare and file all necessary documentationof any oral communication with, and to effect all applicationsprovide copies of written communications with, notices, petitions and any Governmental Authority regarding any such filings (including, if required, notification under the HSR Act or any such transaction. No Party will independently participate in any formal meeting with any Governmental Authority in respect of any such filings, investigation, or other antitrust or competition law), to obtain as promptly as practicable all permits, consents, approvals and authorizations inquiry without giving the other Parties prior notice of all third parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this Agreement. Parent and Company shall have the right to review in advance meeting and, to the extent practicablepermitted by such Governmental Authority, each will consult the other on, in each case subject opportunity to attend and/or participate. Subject to applicable laws Law, the Parties will use reasonable best efforts to 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 the exchange of information, all the information relating proceedings with respect to Company or Parent, as the case may be, and any of their respective Subsidiaries, which appear in any filing made with, or written materials submitted to, any third party or any Governmental Entity approvals required in connection with the transactions Transaction. Any party may, as it deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other Parties under this Section 5.10 as “outside counsel only.” Such materials and the information contained therein will be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to employees, officers or directors or other Representatives of the recipient, unless express written permission is obtained in advance from the source of the materials. The Parties will take reasonable efforts to share information protected from disclosure under the attorney-client privilege, work product doctrine, joint defence privilege or any other privilege pursuant to this Section 5.10 in such a manner so as to preserve any applicable privilege. In the event that any Proceeding is instituted (or threatened to be instituted) by a Governmental Authority challenging the Transaction or any other transaction contemplated by this Agreement. In exercising , or any other Transaction Document, the foregoing right, each of the parties hereto shall act reasonably and as promptly as practicable. The parties hereto agree that they Parties will consult cooperate in all respects with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated herein. Each of Parent and Company shall use their reasonable best efforts to resolve contest and resist any objections such Proceeding and to have vacated, lifted, reversed, or overturned any Judgment, whether temporary, preliminary, or permanent, that may be asserted by any Governmental Entity with respect to this Agreement is in effect and that prohibits, prevents, or restricts consummation of the transactions contemplated by this Agreement. Notwithstanding anything to the foregoingcontrary in this Section 5.10, nothing contained in this Agreement Section 5.10 shall be deemed to require Parent to take to any action, or commit to take any action, or agree to any condition or restrictions, in connection with obtaining the foregoing permits, consents, approvals and authorizations of Governmental Entities or third parties that would reasonably be expected to have a material adverse effect on the business, results of operations or financial condition of Company or Parent (measured on a scale relative to Company and its Subsidiaries taken as a whole) following the Closing (a “Materially Burdensome Regulatory Condition”).
(b) Parent and Company shall, upon request, furnish each other with all information concerning Parent, Company and their respective Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary in connection with any statement, filing, notice or application made by or on behalf of Parent, Company either party or any of their respective Subsidiaries Affiliates to make, or commit or agree to make, any concession or payment to, any Governmental Authority, nor to make, or commit or agree to make, any divestitures or similar transfers of any of their respective assets in response to any Governmental Entity in connection with the transactions contemplated by this Agreement.
(c) Parent and Company shall promptly advise each other upon receiving any communication objections from any Governmental Entity or third party whose consent or approval is required for consummation of the transactions contemplated by this Agreement which causes such party to believe that there is a reasonable likelihood that any Regulatory Approval or other consent or approval will not be obtained or that the receipt of any such approval will be materially delayedAuthority.
Appears in 1 contract
Sources: Membership Interest Purchase Agreement (Landsea Homes Corp)
Regulatory Matters. (a) Each of Parent and Company shall, and shall cause its Subsidiaries to, use their respective reasonable best efforts to (i) take, or cause to be taken, all actions necessary, proper or advisable to comply promptly with all legal requirements which may be imposed on such party or its Subsidiaries with respect to the transactions contemplated hereby, including obtaining any third third-party consent which may be required to be obtained in connection with the transactions contemplated hereby, and, subject to the conditions set forth in Article VII hereofArticle VII, to consummate the transactions contemplated hereby (including, for purposes of this Section 6.16.1, required in order to continue any contract or agreement with Company or its Subsidiaries following the Closing or to avoid any penalty or other fee under such contracts and agreements, in each case arising in connection with the transactions contemplated hereby) and (ii) obtain (and cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity which is required or advisable to be obtained by Company or Parent, respectively, or any of their respective Subsidiaries in connection with the transactions contemplated by this Agreement. The parties hereto shall cooperate with each other and promptly prepare and file all necessary documentation, and to effect all applications, notices, petitions and filings (including, if required, notification under the HSR Act or any other antitrust or competition law), to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this Agreement. Each of Parent and Company shall have the right to review in advance and, to the extent practicable, each will consult the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to Company or Parent, as the case may be, and any of their respective Subsidiaries, which appear in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto shall act reasonably and as promptly as practicable. The parties hereto agree that they will consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated herein. Each of Parent and Company shall use their reasonable best efforts to resolve any objections that may be asserted by any Governmental Entity with respect to this Agreement or the transactions contemplated by this Agreement. Notwithstanding the foregoinganything set forth in this Agreement, nothing contained in this Agreement shall be deemed to require Parent to take to any action, or commit to take any action, or agree to any condition or restrictions, in connection with obtaining the foregoing permits, consents, approvals and authorizations of Governmental Entities or third parties that would reasonably be expected to have a material adverse effect on the business, results of operations or financial condition of Company or Parent (measured on a scale relative to Company and its Subsidiaries Subsidiaries, taken as a whole) or on the expected benefits to be received by Parent from the Mergers following the Closing Closing, including, for the avoidance of doubt, any determination by a Regulatory Agency or other Governmental Entity that the Bank Merger may not be consummated as contemplated herein, including simultaneously with the Effective Time (a “Materially Burdensome Regulatory Condition”); provided that, if requested by Parent, then Company and its Subsidiaries will take or commit to take any such action, or agree to any such condition or restriction, so long as such action, commitment, agreement, condition or restriction is binding on Company and its Subsidiaries only in the event the Closing occurs.
(b) Subject to applicable law relating to the exchange of information, Parent and Company shall, upon request, furnish each other with all information concerning Parent, Company and their respective Subsidiaries, directors, officers and shareholders stockholders and such other matters as may be reasonably necessary in connection with any statement, filing, notice or application made by or on behalf of Parent, Company or any of their respective Subsidiaries to any Governmental Entity in connection with the transactions contemplated by this Agreement.
(c) Subject to applicable law relating to the exchange of information, Parent and Company shall promptly advise each other upon receiving any communication from any Governmental Entity or third party whose consent or approval is required for consummation of the transactions contemplated by this Agreement which causes such party to believe that there is a reasonable likelihood that any Requisite Regulatory Approval or other consent or approval will not be obtained or that the receipt of any such approval will be materially delayed.
Appears in 1 contract
Regulatory Matters. (a) Each As promptly as practicable following the execution and delivery of Parent this Agreement, but in no event more than 45 days from the date hereof, TBOP and Company shall, and ▇▇▇▇ shall cause its Subsidiaries to, use their respective reasonable best efforts to (i) take, or cause to be taken, prepared and filed all actions necessary, proper to comply promptly required applications and filings with all legal requirements which may be imposed on the Regulatory Authorities that are necessary or contemplated for the obtaining of the Consents of the Regulatory Authorities or consummation of the Merger and ▇▇▇▇ shall provide TBOP with such party or its Subsidiaries with respect to the transactions contemplated hereby, including obtaining any third party consent which may be required to be obtained information as TBOP reasonably requests in connection with the transactions preparation of such applications and filings. Such applications and filings shall be in such form as may be prescribed by the respective government agencies and shall contain such information as they may require. The Parties hereto will cooperate with each other and use their best efforts to prepare and execute all necessary documentation, to effect all necessary or contemplated herebyfilings and to obtain all necessary or contemplated permits, andconsents, subject to the conditions set forth in Article VII hereofapprovals, rulings and authorizations of government agencies and third parties that are necessary or contemplated to consummate the transactions contemplated hereby (by this Agreement, including, for purposes without limitation, those required or contemplated from the Regulatory Authorities, and the shareholders of this Section 6.1, required in order ▇▇▇▇. Each of the Parties shall have the right to continue review and comment upon any contract or agreement with Company or its Subsidiaries following Closing or to avoid any penalty or other fee under such contracts and agreements, in each case arising in connection with the transactions contemplated hereby) and (ii) obtain (and cooperate with the other party to obtain) any consent, authorization, order or approval offiling made with, or any exemption bywritten material submitted to, any Governmental Entity which is required or advisable to be obtained by Company or Parent, respectively, or any of their respective Subsidiaries government agencies in connection with the transactions contemplated by this Agreement. The parties hereto shall cooperate with each other and promptly prepare and file all necessary documentation, and to effect all applications, notices, petitions and filings (including, if required, notification under provided that the HSR Act Party submitting the filing or any other antitrust or competition law), to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this Agreement. Parent and Company material shall have the right to review in advance and, to the extent practicable, each will consult the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to Company or Parent, as the case may be, and any of their respective Subsidiaries, which appear in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto shall act reasonably and as promptly as practicable. The parties hereto agree that they will consult with each other sole discretion with respect to the obtaining content of all permits, consents, approvals such filing or material. The right to review and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other apprised comment shall expire 48 hours after delivery of the status of matters relating draft filing to completion of the transactions contemplated herein. Each of Parent and Company shall use their reasonable best efforts to resolve any objections that may be asserted by any Governmental Entity with respect to this Agreement or the transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall be deemed to require Parent to take to any action, or commit to take any action, or agree to any condition or restrictions, in connection with obtaining the foregoing permits, consents, approvals and authorizations of Governmental Entities or third parties that would reasonably be expected to have a material adverse effect on the business, results of operations or financial condition of Company or Parent (measured on a scale relative to Company and its Subsidiaries taken as a whole) following the Closing (a “Materially Burdensome Regulatory Condition”)reviewing party.
(b) Parent and Company shall, upon request, Each Party hereto will furnish each the other party with all information concerning Parentitself, Company and their respective Subsidiariesits subsidiaries, directors, officers trustees, officers, shareholders and shareholders depositors, as applicable, and such other matters as may be reasonably necessary or advisable in connection with any statement, filing, notice statement or application made by or on behalf of Parent, Company or any of their respective Subsidiaries such party to any Governmental Entity in connection with the transactions transactions, applications or filings contemplated by this Agreement.
(c) Parent and Company shall . The Parties hereto will promptly advise furnish each other upon receiving with copies of written communications received by them or their respective subsidiaries, if any, from, or delivered by any communication from of the foregoing to, any Governmental Entity or third party whose consent or approval is required for consummation in respect of the transactions contemplated by this Agreement which causes such party to believe that there is a reasonable likelihood that any Regulatory Approval or other consent or approval will not be obtained or that the receipt of any such approval will be materially delayedhereby.
Appears in 1 contract
Regulatory Matters. (a) Each of Parent and Company shall, and shall cause its Subsidiaries to, use their respective reasonable best efforts to (i) take, or cause to be taken, all actions necessary, proper to comply promptly with all legal requirements which may be imposed on such party or its Subsidiaries with respect to the transactions contemplated hereby, including obtaining any third party consent which may be required to be obtained in connection with the transactions contemplated hereby, and, subject to the conditions set forth in Article VII hereof, to consummate the transactions contemplated hereby (including, for purposes of this Section 6.1, required in order to continue any contract or agreement with Company or its Subsidiaries following Closing or to avoid any penalty or other fee under such contracts and agreements, in each case arising in connection with the transactions contemplated hereby) and (ii) obtain (and cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity which is required or advisable to be obtained by Company or Parent, respectively, or any of their respective Subsidiaries in connection with the transactions contemplated by this Agreement. The parties hereto shall cooperate with each other and use their best efforts to promptly prepare and file all necessary documentation, and to effect all applications, notices, petitions and filings (includingfilings, if required, notification under the HSR Act or any other antitrust or competition law), and to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this Agreement and the Bank Merger Agreement. Parent and Company shall have the right to review in advance and, to the extent practicable, each will consult the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to Company or Parent, as the case may be, and any of their respective Subsidiaries, which appear in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto shall act reasonably and as promptly as practicable. The parties hereto agree that they will consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and the Bank Merger Agreement and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated herein. Each of Parent and Company shall use their reasonable best efforts to resolve any objections that may be asserted by any Governmental Entity with respect to this Agreement or the transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall be deemed to require Parent to take to any action, or commit to take any action, or agree to any condition or restrictions, in connection with obtaining the foregoing permits, consents, approvals and authorizations of Governmental Entities or third parties that would reasonably be expected to have a material adverse effect on the business, results of operations or financial condition of Company or Parent (measured on a scale relative to Company and its Subsidiaries taken as a whole) following the Closing (a “Materially Burdensome Regulatory Condition”).
(b) Parent and Company The parties hereto shall, upon request, furnish each other with all information concerning Parentthemselves, Company and their respective Subsidiaries, directors, officers and shareholders stockholders and such other matters as may be reasonably necessary or advisable in connection with any statement, filing, 36 notice or application made by or on behalf of Parent, Company the parties hereto or any of their respective Subsidiaries to any Governmental Entity in connection with the Stock Purchase and the Merger and the other transactions contemplated by this Agreement and the Bank Merger Agreement.
(c) Parent and Company The parties hereto shall promptly advise furnish each other upon receiving with copies of written communications received by any communication from of them or any of their respective Subsidiaries, Affiliates or Associates (as such term is defined in Rule 12b-2 under the Exchange Act as in effect on the date of this Agreement) from, or delivered by any of the foregoing to, any Governmental Entity or third party whose consent or approval is required for consummation in respect of the transactions contemplated hereby and by this Agreement which causes such party to believe that there is a reasonable likelihood that any Regulatory Approval or other consent or approval will not be obtained or that the receipt of any such approval will be materially delayedBank Merger Agreement.
Appears in 1 contract
Sources: Stock Purchase Agreement (North Fork Bancorporation Inc)
Regulatory Matters. (a) Each As promptly as practicable following the execution and delivery of Parent this Agreement, Premier and Company shall, and Albemarle First shall cause its Subsidiaries to, use their respective reasonable best efforts to (i) take, or cause to be taken, prepared and filed all actions necessary, proper to comply promptly required applications and filings with all legal requirements the Regulatory Authorities which are necessary or contemplated for the obtaining of the Consents of the Regulatory Authorities or consummation of the Merger. Such applications and filings shall be in such form as may be imposed on prescribed by the respective government agencies and shall contain such party or its Subsidiaries with respect to the transactions contemplated hereby, including obtaining any third party consent which information as they may be required to be obtained in connection with the transactions contemplated hereby, and, subject to the conditions set forth in Article VII hereof, to consummate the transactions contemplated hereby (including, for purposes of this Section 6.1, required in order to continue any contract or agreement with Company or its Subsidiaries following Closing or to avoid any penalty or other fee under such contracts and agreements, in each case arising in connection with the transactions contemplated hereby) and (ii) obtain (and cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity which is required or advisable to be obtained by Company or Parent, respectively, or any of their respective Subsidiaries in connection with the transactions contemplated by this Agreementrequire. The parties hereto shall will cooperate with each other and promptly use their best efforts to prepare and file execute all necessary documentation, and to effect all applications, notices, petitions necessary or contemplated filings and filings (including, if required, notification under the HSR Act or any other antitrust or competition law), to obtain as promptly as practicable all necessary or contemplated permits, consents, approvals approvals, rulings and authorizations of all government agencies and third parties and Governmental Entities which are necessary or advisable contemplated to consummate the transactions contemplated by this Agreement, including, without limitation, those required or contemplated from the Regulatory Authorities, and the shareholders of Albemarle First. Parent and Company Each of the parties shall have the right to review and approve in advance and, to the extent practicable, each will consult the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to Company or Parent, as the case may be, and any of their respective Subsidiariesadvance, which appear in approval shall not be unreasonably withheld, any filing made with, or written materials material submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto shall act reasonably and as promptly as practicable. The parties hereto agree that they will consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated herein. Each of Parent and Company shall use their reasonable best efforts to resolve any objections that may be asserted by any Governmental Entity with respect to this Agreement or the transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall be deemed to require Parent to take to any action, or commit to take any action, or agree to any condition or restrictions, in connection with obtaining the foregoing permits, consents, approvals and authorizations of Governmental Entities or third parties that would reasonably be expected to have a material adverse effect on the business, results of operations or financial condition of Company or Parent (measured on a scale relative to Company and its Subsidiaries taken as a whole) following the Closing (a “Materially Burdensome Regulatory Condition”).
(b) Parent and Company shall, upon request, furnish each other with all information concerning Parent, Company and their respective Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary in connection with any statement, filing, notice or application made by or on behalf of Parent, Company or any of their respective Subsidiaries to any Governmental Entity government agencies in connection with the transactions contemplated by this Agreement.
(cb) Parent Each party hereto will furnish the other party with all information concerning itself, its Subsidiaries, directors, trustees, officers, shareholders and Company shall depositors, as applicable, and such other matters as may be necessary or advisable in connection with any statement or application made by or on behalf of any such party to any governmental body in connection with the transactions, applications or filings contemplated by this Agreement. Upon request, the parties hereto will promptly advise furnish each other upon receiving with copies of written communications received by them or their respective Subsidiaries from, or delivered by any communication from of the foregoing to, any Governmental Entity or third party whose consent or approval is required for consummation governmental body in respect of the transactions contemplated by this Agreement which causes such party to believe that there is a reasonable likelihood that any Regulatory Approval or other consent or approval will not be obtained or that the receipt of any such approval will be materially delayedhereby.
Appears in 1 contract
Sources: Merger Agreement (Premier Community Bankshares Inc)
Regulatory Matters. (a) Each of Parent and Company shall, and The Parties shall cause its Subsidiaries to, use their respective reasonable best efforts to (i) take, or cause to be taken, all actions necessary, proper to comply promptly with all legal requirements which may be imposed on such party or its Subsidiaries with respect to the transactions contemplated hereby, including obtaining any third party consent which may be required to be obtained in connection with the transactions contemplated hereby, and, subject to the conditions set forth in Article VII hereof, to consummate the transactions contemplated hereby (including, for purposes of this Section 6.1, required in order to continue any contract or agreement with Company or its Subsidiaries following Closing or to avoid any penalty or other fee under such contracts and agreements, in each case arising in connection with the transactions contemplated hereby) and (ii) obtain (and cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity which is required or advisable to be obtained by Company or Parent, respectively, or any of their respective Subsidiaries in connection with the transactions contemplated by this Agreement. The parties hereto shall reasonably cooperate with each other and use their respective commercially reasonable efforts to promptly prepare and file all necessary documentation, and to effect all applications, notices, petitions and filings (including, if required, notification under the HSR Act or any other antitrust or competition law)filings, to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which Authorities that are necessary or advisable to consummate the Merger and the other transactions contemplated by this Agreement as soon as reasonably possible, and to comply with the terms and conditions of all such permits, consents, approvals, and authorizations of all such third parties or Governmental Authorities; provided, however, any initial filings with Governmental Authorities in connection with the Merger shall be made by Parent and Citizens within thirty (30) calendar days after the date hereof. Each of Parent and Community shall, upon request, furnish to the other all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with any statement, filing, notice or application made by or on behalf of Parent, Community or any of their respective Subsidiaries to any Governmental Authority in connection with the Merger and the other transactions contemplated by this Agreement. Community and Parent and Company shall have the right to review in advance and, to the extent practicable, each will consult the other on, in each case subject to applicable laws relating to the exchange of informationLaws, all the non-confidential information relating to Company Community or ParentParent (excluding any confidential financial information relating to individuals), as the case may be, and any of their respective Subsidiaries, which that appear in any filing made with, or written materials submitted to, any third party or any Governmental Entity Authority in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto Parties shall act reasonably and as promptly as practicable. The parties hereto agree that they will Parties shall consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations (collectively the “Approvals”) of all third parties and Governmental Entities Authorities necessary or advisable to consummate the Merger and the other transactions contemplated by this Agreement and each party Party will keep the other reasonably apprised of the status of matters relating to such Approvals and the completion of the transactions contemplated herein. Each of Parent Merger and Company shall use their reasonable best efforts to resolve any objections that may be asserted by any Governmental Entity with respect to this Agreement or the other transactions contemplated by this Agreement. .
(b) Notwithstanding the foregoing, nothing contained in this Agreement herein shall be deemed to require Parent or any of its Subsidiaries to take to any action, or commit to take any action, or agree to any condition or restrictionsrestriction, in connection with obtaining the foregoing permits, consents, approvals and authorizations of Governmental Entities or third parties Authorities that would reasonably be expected likely, in each case following the Effective Time (but regardless when the action, condition or restriction is to be taken or implemented), to (i) have a material adverse effect Parent Material Adverse Effect or (ii) require Parent, Citizens or the Surviving Corporation to raise additional capital or accept any restrictions on its ability to operate its businesses, in each case, that would materially reduce the businesseconomic benefits of the transactions contemplated hereby to Parent and Citizens to such a degree that Parent and Citizens, results in good faith after consultation with Community, would not have entered into this Agreement had such conditions, restrictions or requirements been known at the date hereof (any of operations clauses (i) or financial condition of Company or Parent (measured on a scale relative to Company and its Subsidiaries taken as a whole) following the Closing (ii), a “Materially Burdensome Regulatory Condition”).
(bc) Parent From and Company shallafter the date hereof until the earlier of the Effective Time or termination of this Agreement pursuant to Article 8, upon request(i) the Parties shall use their respective commercially reasonable efforts to comply in all material respects with any commitments or obligations under any Regulatory Agreement or CRA Agreement, furnish and shall exercise their commercially reasonable efforts to resolve any unresolved violation, criticism or exception thereunder; (ii) to the extent permitted by applicable Law, the Parties shall keep each other with all information concerning Parent, Company informed of the status and their respective Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary in connection progress of its compliance with any statementsuch CRA-related commitments or obligations; (iii) each Party shall promptly provide the other Parties of any notice, filingor other Knowledge of such Party, notice of any planned or application made threatened objection by or on behalf of Parent, Company or any of their respective Subsidiaries community group to any Governmental Entity in connection with the transactions contemplated by this Agreement.
hereby; and (civ) Parent each Party shall cooperate with the other Parties to address and Company shall promptly advise each other upon receiving any communication from any Governmental Entity or third party whose consent or approval is required for consummation of the transactions contemplated by this Agreement which causes such party to believe that there is a reasonable likelihood that any Regulatory Approval or other consent or approval will not be obtained or that the receipt of resolve any such approval will be materially delayedprotests as promptly as practicable, including by providing access to such information and employees of such Party as another Party may reasonably request.
Appears in 1 contract
Regulatory Matters. (a) Each of Parent and Company shall, and shall cause its Subsidiaries to, use their respective reasonable best efforts to (i) take, or cause to be taken, all actions necessary, proper to comply promptly with all legal requirements which may be imposed on such party or its Subsidiaries with respect to the transactions contemplated hereby, including obtaining any third party consent which may be required to be obtained in connection with the transactions contemplated hereby, and, subject to the conditions set forth in Article VII hereof, to consummate the transactions contemplated hereby (including, for purposes of this Section 6.1, required in order to continue any contract or agreement with Company or its Subsidiaries following Closing or to avoid any penalty or other fee under such contracts and agreements, in each case arising in connection with the transactions contemplated hereby) and (ii) obtain (and cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity which is required or advisable to be obtained by Company or Parent, respectively, or any of their respective Subsidiaries in connection with the transactions contemplated by this Agreement. The parties hereto Parties shall cooperate with each other and use their respective commercially reasonable efforts to promptly prepare and file all necessary documentation, and to effect all applications, notices, petitions and filings (including, if required, notification under the HSR Act or any other antitrust or competition law)filings, to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which that are necessary or advisable to consummate the transactions contemplated by this AgreementAgreement (including the Merger and the Bank Merger), and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such third parties or Governmental Entities. Parent Atlantic Capital and Company FSGI shall have the right to review in advance and, to the extent practicable, and each will consult the other on, in each case subject to applicable laws relating to the exchange confidentiality of information, all the information relating to Company or ParentAtlantic Capital and FSGI, as the case may be, and any of their respective Subsidiaries, which appear that appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto Parties shall act reasonably and as promptly as practicable. Each Party shall consult with the other Party in advance of any meeting, conference or communication with any Governmental Entity in connection with the transactions contemplated by this Agreement and to the extent permitted by such Governmental Entity, give the other Party and/or its counsel the opportunity to attend and participate in such meetings and conferences. The parties hereto agree that they will Parties shall consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each party Party will keep the other apprised of the status of matters relating to completion of the transactions contemplated herein. Each of Parent and Company shall use their reasonable best efforts to resolve any objections that may be asserted by any Governmental Entity with respect to this Agreement or the transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement herein shall be deemed to require Parent any Party to take to any action, or commit to take any action, or agree to any condition or restrictionsrestriction, in connection with obtaining the foregoing permits, consents, approvals and authorizations of Governmental Entities or third parties or Governmental Entities, that the Parties agree would reasonably be expected to have a material adverse effect on the business, results of operations or financial condition of Company or Parent Material Adverse Effect (measured on a scale relative to Company and its Subsidiaries taken as a wholeAtlantic Capital) following the Closing on either FSGI or Atlantic Capital (a “Materially Burdensome Regulatory Condition”).
(b) Parent and Company Each Party shall, upon request, furnish each to the other with all information concerning Parentitself, Company and their respective its Subsidiaries, directors, officers and shareholders shareholders, as applicable, and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement, the Form S-4 or any other statement, filing, notice or application made by or on behalf of ParentFSGI, Company Atlantic Capital or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement.
(c) Parent and Company Each Party shall promptly advise each the other Party upon receiving any communication from any Governmental Entity or third party whose the consent or approval of which is required for consummation of the transactions contemplated by this Agreement which that causes such party Party to believe that there is a reasonable likelihood that any FSGI Requisite Regulatory Approval or other consent or approval Atlantic Capital Requisite Regulatory Approval, respectively, will not be obtained or that the receipt of any such approval will may be materially delayeddelayed or subject to a Materially Burdensome Regulatory Condition.
Appears in 1 contract
Regulatory Matters. (a) Each of Parent Buyer and Company shall, and shall cause its Subsidiaries to, use their respective reasonable best efforts to (i) take, or cause to be taken, all actions necessary, proper to comply promptly with all legal requirements which may be imposed on such party or its Subsidiaries with respect to the transactions contemplated hereby, including obtaining any third party consent which may be required to be obtained in connection with the transactions contemplated hereby, and, subject to the conditions set forth in Article VII hereof, to consummate the transactions contemplated hereby (including, for purposes of this Section 6.1, required in order to continue any contract or agreement with Company or its Subsidiaries following Closing or to avoid any penalty or other fee under such contracts and agreements, in each case arising in connection with the transactions contemplated hereby) and (ii) obtain (and cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity which is required or advisable to be obtained by Company or Parent, respectively, or any of their respective Subsidiaries in connection with the transactions contemplated by this Agreement. The parties hereto shall cooperate with each other and promptly LNB will prepare and file all necessary documentation, and to effect all applications, notices, petitions and filings (includingfilings, if required, notification under the HSR Act or any other antitrust or competition law), and to obtain as promptly as practicable all permits, consents, approvals and authorizations or waivers thereof of all third parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this AgreementAgreement (including without limitation the Merger). Parent Buyer and Company LNB shall cooperate with each other to effect the foregoing. LNB and Buyer shall have the right to review in advance andadvance, and to the extent practicable, practicable each will consult the other on, in each case subject to applicable laws Laws relating to the exchange of information, all the information relating to Company LNB or ParentBuyer, as the case may be, and any of their respective Subsidiaries, which appear appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement; provided, however, that nothing contained herein shall be deemed to provide either party with a right to review any information provided to any Governmental Entity on a confidential basis in connection with the transactions contemplated hereby. In exercising the foregoing right, each of the parties hereto shall act reasonably and as promptly as practicable. The parties hereto agree that they will consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to completion contemplation of the transactions contemplated herein. Each of Parent and Company shall use their reasonable best efforts to resolve any objections that may be asserted by any Governmental Entity with respect to this Agreement or the transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall be deemed to require Parent to take to any action, or commit to take any action, or agree to any condition or restrictions, in connection with obtaining the foregoing permits, consents, approvals and authorizations of Governmental Entities or third parties that would reasonably be expected to have a material adverse effect on the business, results of operations or financial condition of Company or Parent (measured on a scale relative to Company and its Subsidiaries taken as a whole) following the Closing (a “Materially Burdensome Regulatory Condition”).
(b) Parent Buyer and Company shall, upon request, furnish each other with all information concerning Parent, Company and their respective Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary in connection with any statement, filing, notice or application made by or on behalf of Parent, Company or any of their respective Subsidiaries to any Governmental Entity in connection with the transactions contemplated by this Agreement.
(c) Parent and Company LNB shall promptly advise each other upon receiving any communication from any Governmental Entity or third party whose consent or approval is required for consummation of the transactions contemplated by this Agreement which causes such party to believe that there is a reasonable likelihood that any Requisite Regulatory Approval or other consent or approval will not be obtained or that the receipt of any such approval will be materially delayed.
Appears in 1 contract
Regulatory Matters. (a) Each Promptly following the execution and delivery of Parent this Agreement, SouthTrust and Company shall, and the Bank shall cause its Subsidiaries to, use their respective reasonable best efforts to (i) take, or cause to be taken, prepared and filed all actions necessary, proper to comply promptly required applications and filings with all legal requirements the Regulatory Authorities which are necessary or contemplated for the obtaining of the Consents of the Regulatory Authorities or consummation of the Merger. Such applications and filings shall be in such form as may be imposed on prescribed by the respective government agencies and shall contain such party or its Subsidiaries with respect to the transactions contemplated hereby, including obtaining any third party consent which information as they may be required to be obtained in connection with the transactions contemplated hereby, and, subject to the conditions set forth in Article VII hereof, to consummate the transactions contemplated hereby (including, for purposes of this Section 6.1, required in order to continue any contract or agreement with Company or its Subsidiaries following Closing or to avoid any penalty or other fee under such contracts and agreements, in each case arising in connection with the transactions contemplated hereby) and (ii) obtain (and cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity which is required or advisable to be obtained by Company or Parent, respectively, or any of their respective Subsidiaries in connection with the transactions contemplated by this Agreementrequire. The parties hereto shall will cooperate with each other and promptly use their best efforts to prepare and file execute all necessary documentation, and to effect all applications, notices, petitions necessary or contemplated filings and filings (including, if required, notification under the HSR Act or any other antitrust or competition law), to obtain as promptly as practicable all necessary or contemplated permits, consents, approvals approvals, rulings and authorizations of all government agencies and third parties and Governmental Entities which are necessary or advisable contemplated to consummate the transactions contemplated by this Agreement, including, without limitation, those required or contemplated from the Regulatory Authorities, and the shareholders of the Bank. Parent and Company Each of the parties shall have the right to review and approve in advance and, to the extent practicable, each will consult the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to Company or Parent, as the case may be, and any of their respective Subsidiariesadvance, which appear in approval shall not be unreasonably withheld, any filing made with, or written materials material submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto shall act reasonably and as promptly as practicable. The parties hereto agree that they will consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated herein. Each of Parent and Company shall use their reasonable best efforts to resolve any objections that may be asserted by any Governmental Entity with respect to this Agreement or the transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall be deemed to require Parent to take to any action, or commit to take any action, or agree to any condition or restrictions, in connection with obtaining the foregoing permits, consents, approvals and authorizations of Governmental Entities or third parties that would reasonably be expected to have a material adverse effect on the business, results of operations or financial condition of Company or Parent (measured on a scale relative to Company and its Subsidiaries taken as a whole) following the Closing (a “Materially Burdensome Regulatory Condition”).
(b) Parent and Company shall, upon request, furnish each other with all information concerning Parent, Company and their respective Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary in connection with any statement, filing, notice or application made by or on behalf of Parent, Company or any of their respective Subsidiaries to any Governmental Entity government agencies in connection with the transactions contemplated by this Agreement.
(cb) Parent Each party hereto will furnish the other party with all information concerning itself, its subsidiaries, directors, trustees, officers, shareholders and Company shall depositors, as applicable, and such other matters as may be necessary or advisable in connection with any statement or application made by or on behalf of any such party to any governmental body in connection with the transactions, applications or filings contemplated by this Agreement. Upon request, the parties hereto will promptly advise furnish each other upon receiving with copies of written communications received by them or their respective subsidiaries from, or delivered by any communication from of the foregoing to, any Governmental Entity or third party whose consent or approval is required for consummation governmental body in respect of the transactions contemplated by this Agreement which causes such party to believe that there is a reasonable likelihood that any Regulatory Approval or other consent or approval will not be obtained or that the receipt of any such approval will be materially delayedhereby.
Appears in 1 contract
Sources: Merger Agreement (Southtrust Corp)
Regulatory Matters. (a) Each of Parent and Company shall, and shall cause its Subsidiaries to, use their respective reasonable best efforts to (i) take, or cause to be taken, all actions necessary, proper to comply promptly with all legal requirements which may be imposed on such party or its Subsidiaries with respect to the transactions contemplated hereby, including obtaining any third party consent which may be required to be obtained in connection with the transactions contemplated hereby, and, subject to the conditions set forth in Article VII hereof, to consummate the transactions contemplated hereby (including, for purposes of this Section 6.1, required in order to continue any contract or agreement with Company or its Subsidiaries following Closing or to avoid any penalty or other fee under such contracts and agreements, in each case arising in connection with the transactions contemplated hereby) and (ii) obtain (and cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity which is required or advisable to be obtained by Company or Parent, respectively, or any of their respective Subsidiaries in connection with the transactions contemplated by this Agreement. The parties hereto shall cooperate with each other and use their reasonable best efforts to promptly prepare and file all necessary documentation, and to effect all applications, notices, petitions and filings (includingfilings, if required, notification under the HSR Act or any other antitrust or competition law), and to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this AgreementAgreement (including, without limitation, the Merger). Parent and Company The parties hereto shall have the right to review in advance advance, and, to the extent practicable, each will consult the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to Company or Parentsuch parties, as the case may be, and any of their respective Subsidiariessubsidiaries, which appear appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto shall act reasonably and as promptly as practicable. The parties hereto agree that they will consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement Agreement, and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated herein. Each of Parent and Company shall use their reasonable best efforts to resolve any objections that may be asserted by any Governmental Entity with respect to this Agreement or the transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall be deemed to require Parent to take to any action, or commit to take any action, or agree to any condition or restrictions, in connection with obtaining the foregoing permits, consents, approvals and authorizations of Governmental Entities or third parties that would reasonably be expected to have a material adverse effect on the business, results of operations or financial condition of Company or Parent (measured on a scale relative to Company and its Subsidiaries taken as a whole) following the Closing (a “Materially Burdensome Regulatory Condition”).
(b) Parent and Company Each party shall, upon request, furnish each other party with all information concerning Parentthemselves, Company and their respective Subsidiariessubsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with any statement, filing, notice or application made by or on behalf of Parent, Company or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement.
(c) Parent and Company Each party shall promptly advise furnish each other upon receiving with copies of written communications received by such party or any communication from of their respective Subsidiaries, Affiliates or Associates (as such terms are defined in Rule 12b-2 under the Securities Exchange Act of 1934, as in effect on the date of this Agreement) from, or delivered by any of the foregoing to, any Governmental Entity or third party whose consent or approval is required for consummation in respect of the transactions contemplated by this Agreement which causes such party to believe that there is a reasonable likelihood that any Regulatory Approval or other consent or approval will not be obtained or that the receipt of any such approval will be materially delayedhereby.
Appears in 1 contract
Sources: Agreement and Plan of Merger (First Farmers & Merchants Corp)
Regulatory Matters. (a) Each of Parent and Company shall, and party hereto shall cause its Subsidiaries to, use their respective reasonable best efforts to (i) take, or cause to be taken, all actions necessary, proper to comply promptly with all legal requirements which may be imposed on such party or its Subsidiaries with respect to the transactions contemplated hereby, including obtaining any third party consent which may be required to be obtained in connection with the transactions contemplated hereby, and, subject to the conditions set forth in Article VII hereof, to consummate the transactions contemplated hereby (including, for purposes of this Section 6.1, required in order to continue any contract or agreement with Company or its Subsidiaries following Closing or to avoid any penalty or other fee under such contracts and agreements, in each case arising in connection with the transactions contemplated hereby) and (ii) obtain (and cooperate with the other party and use commercially reasonable efforts to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity which is required or advisable to be obtained by Company or Parent, respectively, or any of their respective Subsidiaries in connection with the transactions contemplated by this Agreement. The parties hereto shall cooperate with each other and promptly prepare and file all necessary documentation, and to effect all applications, notices, petitions and filings (includingfilings, if required, notification under the HSR Act or any other antitrust or competition law), and to obtain as promptly as practicable all permits, consents, approvals approvals, waivers and authorizations of all third parties and Governmental Entities which are necessary or advisable for such party to consummate the transactions contemplated by this Agreement; provided that neither Seller nor Purchaser nor any of their respective Affiliates shall have any obligation to offer or pay any consideration or agree to any restriction, covenant, undertaking, limitation or divestiture of any kind whatsoever in order to obtain any such consents or approvals; and provided, further, that Seller shall not make any agreement or understanding affecting the Assets, the Assumed Liabilities or the Branch Business as a condition for obtaining any such consents or waivers except with the prior written consent of Purchaser. Parent Seller will act diligently and Company shall reasonably in attempting to obtain, before the Closing Date, the consent, approval or waiver, in form and substance reasonably satisfactory to Purchaser, from any party to any Contract or Lease required to be obtained to assign or transfer any such agreements to Purchaser or to otherwise satisfy the conditions set forth in Section 9.2. The parties have the right to review in advance and, to the extent practicable, each will consult the other onother, in each case subject to applicable laws Applicable Laws relating to the exchange of informationinformation and except to the extent that such information would be, or relates to information that would be, filed under a claim of confidentiality, on all the information relating to Company Purchaser or ParentSeller, as the case may be, and any of their respective SubsidiariesAffiliates, which appear in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto shall act reasonably and as promptly as practicable. The parties hereto agree that they will consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated herein. Each The party responsible for a filing as set forth above shall promptly deliver to the other party evidence of Parent the filing of all applications, filings, registrations and Company notifications relating thereto (except for any confidential portions thereof), and any supplement, amendment or item of additional information in connection therewith (except for any confidential portions thereof). The party responsible for a filing shall use their reasonable best efforts also promptly deliver to resolve any objections that may be asserted the other party a copy of each material notice, order, opinion and other item of correspondence received by such filing party from any Governmental Entity in respect of any such application (except for any confidential portions thereof). In exercising the foregoing rights and obligations, each of the parties hereto shall act reasonably and as promptly as practicable. Each of the parties hereto shall file with respect the appropriate Governmental Entity all applications for all regulatory approvals, consents, permits and authorizations which such party is required to this Agreement or obtain in connection with the consummation of the transactions contemplated by this Agreement. Notwithstanding Agreement within ten (10) Business Days after the foregoing, nothing contained in this Agreement shall be deemed to require Parent to take to any action, or commit to take any action, or agree to any condition or restrictions, in connection with obtaining the foregoing permits, consents, approvals and authorizations of Governmental Entities or third parties that would reasonably be expected to have a material adverse effect on the business, results of operations or financial condition of Company or Parent (measured on a scale relative to Company and its Subsidiaries taken as a whole) following the Closing (a “Materially Burdensome Regulatory Condition”)execution hereof.
(b) Parent Purchaser and Company Seller shall, upon request, furnish each other with all information concerning Parentthemselves, Company and their respective Subsidiariessubsidiaries, directors, officers and shareholders stockholders and such other matters as may be reasonably necessary or advisable in connection with any statement, filing, notice or application made by or on behalf of ParentPurchaser, Company Seller or any of their respective Subsidiaries to any Governmental Entity in connection with the transactions contemplated by this AgreementAgreement (except to the extent that such information would be, or relates to information that would be, filed under a claim of confidentiality).
(c) Parent Purchaser and Company Seller shall promptly advise each other upon receiving any communication from any Governmental Entity or third party whose consent or approval is required for consummation of the transactions contemplated by this Agreement Agreement.
(d) Purchaser shall use commercially reasonable efforts to obtain the necessary federal and state approvals for, and to effectuate the consummation of, the Charter Acquisition as promptly as practicable; provided, that neither Purchaser nor any of its Affiliates shall have any obligation to offer or pay any consideration or agree to any restriction, covenant, undertaking, limitation or divestiture of any kind whatsoever in order to obtain any such consents or approvals (other than to pay the purchase price specified in the stock purchase agreement for the Charter Acquisition, which causes is subject to satisfaction of the applicable closing conditions). None of the provisions of Sections 4.3(a) through Section 4.3(c), or any other similar provisions in this Agreement, shall apply to the Charter Acquisition. Purchaser shall promptly notify Seller of the consummation of the Charter Acquisition.
(e) Seller shall cooperate with Purchaser so that Purchaser may substitute, effective as of the Closing Date, any collateral posted by Seller as security for any Deposits by Governmental Entities. Purchaser shall use its commercially reasonable efforts to make arrangements acceptable to such party Governmental Entities effective as of the Closing Date to believe replace Seller’s collateral with collateral belong to Purchaser; provided, however, that there if replacement collateral is a reasonable likelihood that not obtained by Purchaser for any Regulatory Approval such Deposits, Seller shall be entitled to terminate its existing collateral arrangements effective as of the Closing and, notwithstanding anything herein to the contrary, such termination shall not be deemed to constitute or result in any breach of representation, warranty, covenant or other consent or approval will not be obtained or that the receipt of any such approval will be materially delayedagreement made by Seller hereunder.
Appears in 1 contract
Sources: Branch Purchase Agreement (First State Bancorporation)
Regulatory Matters. (a) Each of Parent and Company shall, and shall cause its Subsidiaries to, use their respective reasonable best efforts to (i) take, or cause to be taken, all actions necessary, proper to comply promptly with all legal requirements which may be imposed on such party or its Subsidiaries with respect to the transactions contemplated hereby, including obtaining any third party consent which may be required to be obtained in connection with the transactions contemplated hereby, and, subject to the conditions set forth in Article VII hereof, to consummate the transactions contemplated hereby (including, for purposes of this Section 6.1, required in order to continue any contract or agreement with Company or its Subsidiaries following Closing or to avoid any penalty or other fee under such contracts and agreements, in each case arising in connection with the transactions contemplated hereby) and (ii) obtain (and cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity which is required or advisable to be obtained by Company or Parent, respectively, or any of their respective Subsidiaries in connection with the transactions contemplated by this Agreement. The parties hereto shall cooperate with each other and use their reasonable best efforts to promptly prepare and file file, at the Buyer’s expense, all necessary documentation, and to effect all applications, notices, petitions and filings (includingfilings, if required, notification under the HSR Act or any other antitrust or competition law), and to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which are necessary or advisable to consummate the Merger and the other transactions contemplated by this Agreement. Parent The Company and Company the Buyer shall have the right to review in advance andadvance, and to the extent practicable, practicable each will consult the other on, in each case subject to applicable laws Laws relating to the exchange of information, all the information relating to Company the Company, on the one hand, or Parentthe Buyer, as on the case may beother hand, and any of their respective SubsidiariesAffiliates, which appear appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto shall act reasonably and as promptly as practicable. The parties hereto agree that they will consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other promptly apprised of the status of matters relating to completion of the transactions contemplated herein. Each of Parent and Company shall use their reasonable best efforts to resolve any objections that may be asserted by any Governmental Entity with respect to this Agreement or the transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall be deemed to require Parent to take to any action, or commit to take any action, or agree to any condition or restrictions, in connection with obtaining the foregoing permits, consents, approvals and authorizations of Governmental Entities or third parties that would reasonably be expected to have a material adverse effect on the business, results of operations or financial condition of Company or Parent (measured on a scale relative to Company and its Subsidiaries taken as a whole) following the Closing (a “Materially Burdensome Regulatory Condition”).
(b) Parent The Buyer and the Company shall, upon request, promptly furnish each other with all information concerning Parentthemselves, Company and their respective Subsidiaries, directors, officers and shareholders stockholders and such other matters as may be reasonably necessary or advisable in connection with any statement, filing, notice or application made by or on behalf of Parentthe Buyer, the Company or any of their respective Subsidiaries Affiliates to any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement.
(c) Parent The Buyer and the Company shall promptly advise furnish each other upon receiving with copies of written communications received by the Buyer or the Company, as the case may be, or any communication from of their respective Subsidiaries or Affiliates from, or delivered by any of the foregoing to, any Governmental Entity or third party whose consent or approval is required for consummation in respect of the transactions contemplated by this Agreement which causes such party to believe that there is a reasonable likelihood that any Regulatory Approval or other consent or approval will not be obtained or that the receipt of any such approval will be materially delayedhereby.
Appears in 1 contract
Regulatory Matters. (a) Each of Parent and Company shall, and shall cause its Subsidiaries to, use their respective reasonable best efforts to (i) take, or cause to be taken, all actions necessary, proper to comply promptly with all legal requirements which may be imposed on such party or its Subsidiaries with respect to the transactions contemplated hereby, including obtaining any third party consent which may be required to be obtained in connection with the transactions contemplated hereby, and, subject to the conditions set forth in Article VII hereof, to consummate the transactions contemplated hereby (including, for purposes of this Section 6.1, required in order to continue any contract or agreement with Company or its Subsidiaries following Closing or to avoid any penalty or other fee under such contracts and agreements, in each case arising in connection with the transactions contemplated hereby) and (ii) obtain (and cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity which is required or advisable to be obtained by Company or Parent, respectively, or any of their respective Subsidiaries in connection with the transactions contemplated by this Agreement. The parties hereto shall cooperate with each other and use commercially reasonable efforts to promptly prepare and file all necessary documentation, and to effect all applications, notices, petitions and filings (including, if required, notification under the HSR Act or any other antitrust or competition law)filings, to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which Authorities that are necessary or advisable to consummate the transactions contemplated by this Agreement. Parent Agreement and Company to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such Governmental Authorities.
(b) Except as limited by Section 7.1(b), MMA shall have the right to review in -------------- advance and, to the extent practicable, each will consult the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to Company or Parent, as the case may be, MMA and any of their respective Subsidiaries, which appear its Subsidiaries that appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity Authority in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto MMA shall act reasonably and as promptly as practicable. The parties hereto agree that they will consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated herein. Each of Parent and Company shall use their reasonable best efforts to resolve any objections that may be asserted by any Governmental Entity with respect to this Agreement or the transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall be deemed to require Parent to take to any action, or commit to take any action, or agree to any condition or restrictions, in connection with obtaining the foregoing permits, consents, approvals and authorizations of Governmental Entities or third parties that would reasonably be expected to have a material adverse effect on the business, results of operations or financial condition of Company or Parent (measured on a scale relative to Company and its Subsidiaries taken as a whole) following the Closing (a “Materially Burdensome Regulatory Condition”).
(bc) Parent MMA and Company Buyers shall, upon request, furnish each other with all information concerning Parentitself, Company and their respective its Subsidiaries, directorsrepresentatives, officers stockholders, partners and shareholders affiliates and such other matters as may be reasonably necessary or advisable in connection with any other statement, filing, notice or application made by or on behalf of ParentBuyers, Company MMA, RTS or any of their respective Subsidiaries Subsidiary to any Governmental Entity Authority in connection with the transactions contemplated by this Agreement.
(cd) Parent MMA Buyer and Company MMA shall promptly advise each other upon receiving any communication from any Governmental Entity or third party Authority whose consent or approval is required for consummation of the transactions contemplated by this Agreement which causes such party to believe that there is a reasonable likelihood that any Regulatory Approval or other consent or regulatory approval will not be obtained or that the receipt of any such approval will be materially delayed.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Friedman Billings Ramsey Group Inc)
Regulatory Matters. (a) Each of Parent Purchasers and the Company shall, and shall cause its Subsidiaries to, use their respective commercially reasonable best efforts to (i) take, or cause to be taken, all actions necessary, proper to comply promptly with all legal requirements which may be imposed on such party or its Subsidiaries with respect to the transactions contemplated hereby, including obtaining any third party consent which may be required to be obtained in connection with the transactions contemplated hereby, and, subject to the conditions set forth in Article VII hereof, to consummate the transactions contemplated hereby (including, for purposes of this Section 6.1, required in order to continue any contract or agreement with Company or its Subsidiaries following Closing or to avoid any penalty or other fee under such contracts and agreements, in each case arising in connection with the transactions contemplated hereby) and (ii) obtain (and cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity which is required or advisable to be obtained by Company or Parent, respectively, or any of their respective Subsidiaries in connection with the transactions contemplated by this Agreement. The parties hereto shall cooperate with each other and promptly prepare and file all necessary documentation, and to effect all applications, notices, petitions and filings (includingfilings, if required, notification under the HSR Act or any other antitrust or competition law), and to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this AgreementTransactions, including the confirmations described in Section 7.01(c). Parent The Company and Company Purchasers shall have the right to review in advance and, to the extent practicable, each will consult the other onother, in each case subject to applicable laws relating to the exchange of information, all the information relating with respect to Company or Parent, as the case may be, and any of their respective Subsidiaries, which appear in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this AgreementTransactions. In exercising the foregoing right, each of the parties hereto shall act reasonably and as promptly as practicable. The parties hereto agree that they will consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement Transactions and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated herein. Each of Parent and Company shall use their reasonable best efforts to resolve any objections that may be asserted by any Governmental Entity with respect to this Agreement or the transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall be deemed to require Parent to take to any action, or commit to take any action, or agree to any condition or restrictions, in connection with obtaining the foregoing permits, consents, approvals and authorizations of Governmental Entities or third parties that would reasonably be expected to have a material adverse effect on the business, results of operations or financial condition of Company or Parent (measured on a scale relative to Company and its Subsidiaries taken as a whole) following the Closing (a “Materially Burdensome Regulatory Condition”)Transactions.
(b) Parent Purchasers and the Company shall, upon request, furnish each other with all information concerning Parentthemselves, Company and their respective Subsidiaries, directors, officers and shareholders stockholders and such other matters as may be reasonably necessary or advisable in connection with any statement, filing, notice or application made by or on behalf of ParentPurchasers, the Company or any of their respective Subsidiaries to any Governmental Entity in connection with the transactions contemplated by this AgreementTransactions.
(c) Parent Subject to Section 6.10(d), Purchasers and the Company shall, and shall cause their Subsidiaries to, use commercially reasonable efforts (i) to take, or cause to be taken, all actions necessary, proper or advisable to comply promptly advise each with all legal requirements that may be imposed on them or their Subsidiaries with respect to the Transactions and to consummate the Transactions and (ii) to obtain (and to cooperate with the other upon receiving party to obtain) any communication from consent, authorization, order or approval of, or any exemption by, any Governmental Entity or and any other third party whose consent which is required to be obtained by the Company or Purchasers or any of their respective Subsidiaries in connection with the Transactions, and to comply with the terms and conditions of such consent, authorization, order or approval.
(d) Notwithstanding anything in this Agreement, including, without limitation, the provisions of Section 6.10(a), in no event will Purchasers or their Affiliates be obligated to:
(i) without limiting clause (ii) below, propose or accept any divestiture of any of Purchasers’ or any of their Affiliate’s assets, accept any operational restriction on Purchasers’ or any of their Affiliate’s business, or agree to take any action that limits Purchasers’ or their Affiliate’s commercial practices in any way to obtain any consent, acceptance or approval is required of any Governmental Entity to consummate the Transactions or the confirmations described in Section 7.01(c); or,
(ii) propose or agree to accept any term or condition or otherwise modify the terms of this Agreement or the Ancillary Documents, including for the avoidance of doubt the terms or the amount of the Purchased Securities to be delivered by the Company under this Agreement, to obtain any consent, acceptance, approval of any Governmental Entity to the consummation of the Transactions or the confirmations described in Section 7.01(c) if such term, condition, modification or confirmation would (A) materially adversely affect (with respect to Purchasers or their Affiliates) any term of the Transactions, (B) adversely affect (with respect to Purchasers or their Affiliates) any financial term of the Transactions or (C) impose any limitations on arm’s-length transactions contemplated by this Agreement which causes such party to believe that there is a reasonable likelihood that any Regulatory Approval or between the Company and its Subsidiaries, on the one hand, and Purchasers and their Affiliates, on the other consent or approval will not be obtained or that the receipt of any such approval will be materially delayedhand.
Appears in 1 contract
Regulatory Matters. (a) Each of Parent and Company shall, and shall cause its Subsidiaries to, use their respective reasonable best efforts to (i) take, or cause to be taken, all actions necessary, proper to comply promptly with all legal requirements which may be imposed on such party or its Subsidiaries with respect to the transactions contemplated hereby, including obtaining any third party consent which may be required to be obtained in connection with the transactions contemplated hereby, and, subject to the conditions set forth in Article VII hereof, to consummate the transactions contemplated hereby (including, for purposes of this Section 6.1, required in order to continue any contract or agreement with Company or its Subsidiaries following Closing or to avoid any penalty or other fee under such contracts and agreements, in each case arising in connection with the transactions contemplated hereby) and (ii) obtain (and cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity which is required or advisable to be obtained by Company or Parent, respectively, or any of their respective Subsidiaries in connection with the transactions contemplated by this Agreement. The parties hereto shall cooperate with each other and use commercially reasonable efforts to promptly prepare and file all necessary documentation, and to effect all applications, notices, petitions and filings (including, if required, notification under the HSR Act or any other antitrust or competition law)filings, to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which Authorities that are necessary or advisable to consummate the transactions contemplated by this Agreement. Parent Agreement and Company to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such Governmental Authorities.
(b) Except as limited by Section 7.1(b), MMA shall have the right to ------------- review in advance and, to the extent practicable, each will consult the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to Company or Parent, as the case may be, MMA and any of their respective Subsidiaries, which appear its Subsidiaries that appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity Authority in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto MMA shall act reasonably and as promptly as practicable. The parties hereto agree that they will consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated herein. Each of Parent and Company shall use their reasonable best efforts to resolve any objections that may be asserted by any Governmental Entity with respect to this Agreement or the transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall be deemed to require Parent to take to any action, or commit to take any action, or agree to any condition or restrictions, in connection with obtaining the foregoing permits, consents, approvals and authorizations of Governmental Entities or third parties that would reasonably be expected to have a material adverse effect on the business, results of operations or financial condition of Company or Parent (measured on a scale relative to Company and its Subsidiaries taken as a whole) following the Closing (a “Materially Burdensome Regulatory Condition”).
(bc) Parent MMA and Company Buyers shall, upon request, furnish each other with all information concerning Parentitself, Company and their respective its Subsidiaries, directorsrepresentatives, officers stockholders, partners and shareholders affiliates and such other matters as may be reasonably necessary or advisable in connection with any other statement, filing, notice or application made by or on behalf of ParentBuyers, Company MMA, RTS or any of their respective Subsidiaries Subsidiary to any Governmental Entity Authority in connection with the transactions contemplated by this Agreement.
(cd) Parent MMA Buyer and Company MMA shall promptly advise each other upon receiving any communication from any Governmental Entity or third party Authority whose consent or approval is required for consummation of the transactions contemplated by this Agreement which causes such party to believe that there is a reasonable likelihood that any Regulatory Approval or other consent or regulatory approval will not be obtained or that the receipt of any such approval will be materially delayed.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Friedman Billings Ramsey Group Inc)
Regulatory Matters. (a) Each of Parent and Company shall, and shall cause its Subsidiaries to, use their respective reasonable best efforts to (i) take, or cause to be taken, all actions necessary, proper to comply promptly with all legal requirements which may be imposed on such party or its Subsidiaries with respect to the transactions contemplated hereby, including obtaining any third party consent which may be required to be obtained in connection with the transactions contemplated hereby, and, subject to the conditions set forth in Article VII hereof, to consummate the transactions contemplated hereby (including, for purposes of this Section 6.1, required in order to continue any contract or agreement with Company or its Subsidiaries following Closing or to avoid any penalty or other fee under such contracts and agreements, in each case arising in connection with the transactions contemplated hereby) and (ii) obtain (and cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity which is required or advisable to be obtained by Company or Parent, respectively, or any of their respective Subsidiaries in connection with the transactions contemplated by this Agreement. The parties hereto shall cooperate with each other and use their commercially reasonable efforts to promptly prepare and file all necessary documentation, and to effect all applications, notices, petitions and filings (includingfilings, if required, notification under the HSR Act or any other antitrust or competition law), and to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities Entities, as set forth in Section 3.4 of the Sellers Disclosure Schedule, which are necessary or advisable to consummate the transactions contemplated by this AgreementAgreement (including without limitation the Stock Purchase). Parent S1, Davidge and Company shall have Purchaser sha▇▇ ▇▇▇▇ the right to review in advance andadvance, and to the extent practicable, practicable each will consult the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to Company S1, Davidge or ParentPurchaser, as the case may be, and any of their respective Subsidiaries, which appear appears in any filing made withm▇▇▇ ▇▇▇h, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this AgreementAgreement and will promptly notify each other of any communication with any Governmental Entity and provide the other with an opportunity to participate in any meetings with a Governmental Entity relating thereto; provided, however, that nothing contained herein shall be deemed to provide either party with a right to review any information provided to any Governmental Entity on a confidential basis in connection with the transactions contemplated hereby. In exercising the foregoing right, each of the parties hereto shall act reasonably and as promptly as practicable. The parties hereto agree that they will consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to completion the consummation of the transactions contemplated herein. Each of Parent and Company shall use their reasonable best efforts to resolve any objections that may be asserted by any Governmental Entity with respect to this Agreement or the transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall be deemed to require Parent to take to any action, or commit to take any action, or agree to any condition or restrictions, in connection with obtaining the foregoing permits, consents, approvals and authorizations of Governmental Entities or third parties that would reasonably be expected to have a material adverse effect on the business, results of operations or financial condition of Company or Parent (measured on a scale relative to Company and its Subsidiaries taken as a whole) following the Closing (a “Materially Burdensome Regulatory Condition”).
(b) Parent Purchaser, S1 and Company shall, upon request, furnish each other with all information concerning Parent, Company and their respective Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary in connection with any statement, filing, notice or application made by or on behalf of Parent, Company or any of their respective Subsidiaries to any Governmental Entity in connection with the transactions contemplated by this Agreement.
(c) Parent and Company Davidge shall promptly advise each other upon receiving any communication from communicati▇▇ ▇▇▇▇ any Governmental Entity or third party whose consent or approval is required for consummation of the transactions contemplated by this Agreement which causes such party to believe that there is a reasonable likelihood that any Regulatory Approval or other consent or requisite regulatory approval will not be obtained or that the receipt of any such approval will be materially delayed.
Appears in 1 contract
Regulatory Matters. (a) Each As promptly as practicable following the execution and delivery of Parent this Agreement, if applicable, Q-Up and Company shallS1 will prepare and file with the United States Federal Trade Commission (the "FTC") and the Antitrust Division of the United States Department of Justice (the "DOJ") Notification and Report Forms relating to the transactions contemplated herein if and as required by the HSR Act, as well as comparable pre-merger notification forms required by the merger notification or control laws and shall cause its Subsidiaries toregulations of any applicable jurisdiction, as agreed by the parties (the "ANTITRUST FILINGS"). The parties will comply with any requests for additional information relating to the Antitrust Filings and will use their respective reasonable best efforts to secure all required approvals of the Antitrust Filings.
(ib) take, or cause to be taken, all actions necessary, proper to comply promptly with all legal requirements which may be imposed on such party or its Subsidiaries with respect to the transactions contemplated hereby, including obtaining any third party consent which may be required to be obtained in connection with the transactions contemplated hereby, and, subject to the conditions set forth in Article VII hereof, to consummate the transactions contemplated hereby (including, for purposes of this Section 6.1, required in order to continue any contract or agreement with Company or its Subsidiaries following Closing or to avoid any penalty or other fee under such contracts and agreements, in each case arising in connection with the transactions contemplated hereby) and (ii) obtain (and cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity which is required or advisable to be obtained by Company or Parent, respectively, or any of their respective Subsidiaries in connection with the transactions contemplated by this Agreement. The parties hereto shall cooperate with each other and use their reasonable best efforts to promptly prepare and file all necessary documentation, and to effect all applications, notices, petitions and filings (including, if required, notification under which shall include the HSR Act or any other antitrust or competition lawAntitrust Filings), and to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this AgreementAgreement (including without limitation the Merger). Parent Q-Up and Company S1 shall have the right to review in advance andadvance, and to the extent practicable, practicable each will consult the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to Company Q-Up or ParentS1, as the case may be, and any of their respective Subsidiaries, which appear appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this AgreementAgreement and will promptly notify each other of any communication with any Governmental Entity and provide the other with an opportunity to participate in any meetings with a Governmental Entity relating thereto; provided, however, that nothing contained herein shall be deemed to provide either party with a right to review any information provided to any Governmental Entity on a confidential basis in connection with the transactions contemplated hereby. In exercising the foregoing right, each of the parties hereto shall act reasonably and as promptly as practicable. The parties hereto agree that they will consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated herein. Each of Parent and Company shall use their reasonable best efforts to resolve any objections that may be asserted by any Governmental Entity with respect to this Agreement or the transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall be deemed to require Parent to take to any action, or commit to take any action, or agree to any condition or restrictions, in connection with obtaining the foregoing permits, consents, approvals and authorizations of Governmental Entities or third parties that would reasonably be expected to have a material adverse effect on the business, results of operations or financial condition of Company or Parent (measured on a scale relative to Company and its Subsidiaries taken as a whole) following the Closing (a “Materially Burdensome Regulatory Condition”).
(b) Parent and Company shall, upon request, furnish each other with all information concerning Parent, Company and their respective Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary in connection with any statement, filing, notice or application made by or on behalf of Parent, Company or any of their respective Subsidiaries to any Governmental Entity in connection with the transactions contemplated by this Agreement.
(c) Parent and Company shall promptly advise each other upon receiving any communication from any Governmental Entity or third party whose consent or approval is required for consummation of the transactions contemplated by this Agreement which causes such party to believe that there is a reasonable likelihood that any Regulatory Approval or other consent or approval will not be obtained or that the receipt of any such approval will be materially delayed.and
Appears in 1 contract
Sources: Merger Agreement (S1 Corp /De/)
Regulatory Matters. (a) Each of Parent and Company shall, and shall cause its Subsidiaries to, use their respective reasonable best efforts to (i) take, or cause to be taken, all actions necessary, proper to comply promptly with all legal requirements which may be imposed on such party or its Subsidiaries with respect to the transactions contemplated hereby, including obtaining any third party consent which may be required to be obtained in connection with the transactions contemplated hereby, and, subject to the conditions set forth in Article VII hereof, to consummate the transactions contemplated hereby (including, for purposes of this Section 6.1, required in order to continue any contract or agreement with Company or its Subsidiaries following Closing or to avoid any penalty or other fee under such contracts and agreements, in each case arising in connection with the transactions contemplated hereby) and (ii) obtain (and cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity which is required or advisable to be obtained by Company or Parent, respectively, or any of their respective Subsidiaries in connection with the transactions contemplated by this Agreement. The parties hereto shall cooperate with each other and use all reasonable efforts promptly to prepare and file all necessary documentation, and to effect all applications, notices, petitions and filings (includingfilings, if required, notification under the HSR Act or any other antitrust or competition law), and to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this AgreementAgreement (including without limitation the Merger). Parent The Company and Company Purchaser shall have the right to review in advance andadvance, and to the extent practicable, practicable each will consult with the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to Company the Company, the Bank or ParentPurchaser, as the case may be, and any of their respective Subsidiaries, which appear in any filing made with, with or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto shall act reasonably and as promptly as practicable. The parties hereto agree that they will consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated herein. Each of Parent and Company shall use their reasonable best efforts to resolve any objections that may be asserted by any Governmental Entity with respect to this Agreement or the transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall be deemed to require Parent to take to any action, or commit to take any action, or agree to any condition or restrictions, in connection with obtaining the foregoing permits, consents, approvals and authorizations of Governmental Entities or third parties that would reasonably be expected to have a material adverse effect on the business, results of operations or financial condition of Company or Parent (measured on a scale relative to Company and its Subsidiaries taken as a whole) following the Closing (a “Materially Burdensome Regulatory Condition”).
(b) Parent Purchaser and the Company (or the Bank as the case may be) shall, upon request, furnish each other with all information concerning Parentthemselves, Company and their respective Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement, the Registration Statement or any other statement, filing, notice or application made by or on behalf of Purchaser, Parent, the Company or any of their respective Subsidiaries the Bank to any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreementhereby.
(c) Parent Purchaser and the Company (or the Bank as the case may be) shall promptly advise furnish each other upon receiving with copies of written communications received by Purchaser, the Company or the Bank, as the case may be, from, or delivered by any communication from of the foregoing to, any Governmental Entity or third party whose consent or approval is required for consummation in respect of the transactions contemplated by this Agreement which causes such party to believe that there is a reasonable likelihood that any Regulatory Approval or other consent or approval will not be obtained or that the receipt of any such approval will be materially delayedhereby.
Appears in 1 contract
Sources: Merger Agreement (Pemi Bancorp Inc)
Regulatory Matters. (a) Each The Parties shall promptly cooperate with each other in the preparation of Parent and Company shall, and shall cause its Subsidiaries to, use their respective reasonable best efforts to (i) take, or cause the Proxy Statement to be taken, all actions necessary, proper to comply promptly with all legal requirements which may be imposed on such party or its Subsidiaries with respect to the transactions contemplated hereby, including obtaining any third party consent which may be required to be obtained in connection filed by Seller with the transactions contemplated hereby, SEC and, subject after the Proxy Statement is cleared by the SEC, Seller shall promptly mail the Proxy Statement to the conditions set forth in Article VII hereof, to consummate the transactions contemplated hereby its stockholders.
(including, for purposes of this Section 6.1, required in order to continue any contract or agreement with Company or its Subsidiaries following Closing or to avoid any penalty or other fee under such contracts and agreements, in each case arising in connection with the transactions contemplated herebyb) and (ii) obtain (and cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity which is required or advisable to be obtained by Company or Parent, respectively, or any of their respective Subsidiaries in connection with the transactions contemplated by this Agreement. The parties hereto Parties shall cooperate with each other and use their reasonable best efforts to promptly prepare and file within thirty days after the date hereof, all necessary documentation, and to effect all applications, notices, petitions and filings (includingfilings, if required, notification under the HSR Act or any other antitrust or competition law), and to obtain as promptly as practicable all permits, consents, approvals and authorizations of all Governmental Authorities and third parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this AgreementMerger and Purchaser's ownership of Seller Bank. Parent and Company Each Party shall have the right to review in advance andadvance, and to the extent practicable, practicable each will consult with the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to Company or Parent, as the case may be, and any of their respective Subsidiaries, which appear appears in any filing made by the other Party with, or written materials submitted toby the other Party, to any third party or any Governmental Entity Authority in connection with the transactions contemplated by this AgreementAgreement and each Party shall provide to the other Party a copy of any comments that it receives from any third party or Governmental Authority relating to such filings or written materials. In exercising the foregoing right, each of the parties hereto Party shall act reasonably and as promptly as practicable. The parties hereto Parties agree that they will consult and fully cooperate with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities Authorities necessary or advisable to consummate the transactions contemplated by this Agreement Merger and each party Party will keep the other apprised of the status of matters relating to completion of the transactions contemplated hereinMerger. Each of Parent and Company shall The Parties agree that they will use their reasonable best efforts to resolve any objections that may be asserted by any Governmental Entity with respect cause the Effective Date to this Agreement occur on or the transactions contemplated by this Agreement. Notwithstanding the foregoingbefore August 31, nothing contained in this Agreement shall be deemed to require Parent to take to any action, or commit to take any action, or agree to any condition or restrictions, in connection with obtaining the foregoing permits, consents, approvals and authorizations of Governmental Entities or third parties that would reasonably be expected to have a material adverse effect on the business, results of operations or financial condition of Company or Parent (measured on a scale relative to Company and its Subsidiaries taken as a whole) following the Closing (a “Materially Burdensome Regulatory Condition”)2004.
(bc) Parent and Company Each Party shall, upon request, furnish each the other Party with all information concerning Parentitself, Company its Subsidiaries, and their respective Subsidiariesstockholders, directorsdirectors and officers, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with any statement, filing, notice or application made by or on behalf of Parent, Company any Party or any of their respective its Subsidiaries to any Governmental Entity Authority in connection with the Merger, except to the extent such information is deemed to be confidential and not necessary to provide in connection with such statement, filing, notice or application.
(d) Each Party shall promptly furnish the other Party with copies of written communications received by it or any of its Subsidiaries from, or delivered by any of the foregoing to, any Governmental Authority with respect of the transactions contemplated by this Agreement.
(c) Parent and Company shall promptly advise each other upon receiving any communication from any Governmental Entity or third party whose consent or approval is required for consummation of the transactions contemplated by this Agreement which causes such party to believe that there is a reasonable likelihood that any Regulatory Approval or other consent or approval will not be obtained or that the receipt of any such approval will be materially delayed.
Appears in 1 contract
Regulatory Matters. (ai) Each of Parent The parties shall cooperate with each other and Company shall, and shall cause its Subsidiaries to, use their respective reasonable best efforts to (i) take, or cause to be taken, all actions necessary, proper to comply promptly with all legal requirements which may be imposed on such party or its Subsidiaries with respect to the transactions contemplated hereby, including obtaining any third party consent which may be required to be obtained in connection with the transactions contemplated hereby, and, subject to the conditions set forth in Article VII hereof, to consummate the transactions contemplated hereby (including, for purposes of this Section 6.1, required in order to continue any contract or agreement with Company or its Subsidiaries following Closing or to avoid any penalty or other fee under such contracts and agreements, in each case arising in connection with the transactions contemplated hereby) and (ii) obtain (and cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity which is required or advisable to be obtained by Company or Parent, respectively, or any of their respective Subsidiaries in connection with the transactions contemplated by this Agreement. The parties hereto shall cooperate with each other and promptly prepare and file all necessary documentation, and to effect all applications, notices, petitions and filings (including, if required, notification under the HSR Act or any other antitrust or competition law)filings, to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties (including any unions, works councils or other labor organizations) and Governmental Entities which that are necessary or advisable to consummate the transactions contemplated by this Agreement, and to otherwise consummate the transactions contemplated by the Transaction Documents as promptly as practicable. Parent Each of the Company and Company the Investor shall have the right to review in advance advance, and, to the extent practicable, each will consult the other on, in each case subject to applicable laws relating to the exchange confidentiality of information, all the information relating to Company or Parent, as the case may be, and any of their respective Subsidiaries, which appear that appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto shall act reasonably and as promptly as practicable. The parties hereto agree that they will shall consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated herein. Each of Parent and Company shall use their reasonable best efforts to resolve any objections that may be asserted by any Governmental Entity with respect to this Agreement or the transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall be deemed to require Parent to take to any action, or commit to take any action, or agree to any condition or restrictions, in connection with obtaining the foregoing permits, consents, approvals and authorizations of Governmental Entities or third parties that would reasonably be expected to have a material adverse effect on the business, results of operations or financial condition of Company or Parent (measured on a scale relative to Company and its Subsidiaries taken as a whole) following the Closing (a “Materially Burdensome Regulatory Condition”).
(bii) Parent and Company Each of the parties shall, upon request, furnish each to the other with all information concerning Parentitself, Company and their respective Subsidiariesits subsidiaries, directors, officers and shareholders stockholders, and such other matters as may be reasonably necessary or advisable in connection with any statement, filing, notice or application made by or on behalf of Parent, Company any of them or any of their respective Subsidiaries subsidiaries to any Governmental Entity in connection with the transactions contemplated by this Agreement.
(ciii) Parent and Company Each of the parties shall promptly advise each other the others upon receiving any communication from any Governmental Entity or third party whose the consent or approval of which is required for consummation of the transactions contemplated by this Agreement which that causes such party to believe that there is a reasonable likelihood that any Regulatory Approval or other consent or required regulatory approval will not be obtained or that the receipt of any such approval will may be materially delayed.
(iv) Notwithstanding anything to the contrary contained in this Agreement, the parties hereby agree and acknowledge that neither this Section 6.1 nor the “reasonable best efforts” standard shall require, or be construed to require, Investor or any of its respective subsidiaries or other affiliates, in order to obtain any permits, consents, approvals or authorizations, or any terminations or waivers of any applicable waiting periods, to propose, negotiate or offer to effect, or consent or commit to, any terms, condition or restrictions that are reasonably likely to materially and adversely impact (i) Investor's or any of its subsidiaries' ability to own or operate any of their respective businesses or operations or ability to conduct any such businesses or operations substantially as conducted as of the date of this Agreement, (ii) the Company's or any of its subsidiaries' ability to own or operate any of their respective businesses or operations or ability to conduct any such businesses or operations substantially as conducted as of the date of this Agreement, or (iii) Investor's ability to acquire, hold and dispose of the Securities (or vote the Common Stock) and realize the economic incidents of ownership of such Securities (any such effect described in clause (i), (ii) or (iii), a “Substantial Detriment”).
Appears in 1 contract
Regulatory Matters. (a) Each The Parties shall promptly cooperate with each other in the preparation of Parent and Company shall, and shall cause its Subsidiaries to, use their respective reasonable best efforts to (i) take, or cause the Proxy Statement to be taken, all actions necessary, proper to comply promptly with all legal requirements which may be imposed on such party or its Subsidiaries with respect to the transactions contemplated hereby, including obtaining any third party consent which may be required to be obtained in connection filed by Cohoes with the transactions contemplated herebySEC and after the SEC has cleared the Proxy Statement, and, subject Cohoes shall promptly mail the Proxy Statement to the conditions set forth in Article VII hereof, to consummate the transactions contemplated hereby its shareholders.
(including, for purposes of this Section 6.1, required in order to continue any contract or agreement with Company or its Subsidiaries following Closing or to avoid any penalty or other fee under such contracts and agreements, in each case arising in connection with the transactions contemplated herebyb) and (ii) obtain (and cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity which is required or advisable to be obtained by Company or Parent, respectively, or any of their respective Subsidiaries in connection with the transactions contemplated by this Agreement. The parties hereto Parties shall cooperate with each other and use their reasonable best efforts to promptly prepare and file within 30 days after the date hereof or as soon thereafter as is reasonably practicable, all necessary documentation, and to effect all applicationsapplications (including applications of Merger Sub), notices, petitions and filings (includingfilings, if required, notification under the HSR Act or any other antitrust or competition law), and to obtain as promptly as practicable all permits, consents, approvals and authorizations of all Governmental Entities and third parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by Transactions; provided however, nothing herein shall require the Board of Cohoes to solicit proxies from Cohoes' shareholders or make any other communications to such shareholders to vote for adoption of this Agreement, if such Board has determined pursuant to Section 6.2 that it can no longer favorably recommend adoption of this Agreement to the Cohoes' shareholders. Parent and Company Each Party shall have the right to review in advance andadvance, and to the extent practicable, practicable each will consult with the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to Company or Parent, as the case may be, and any of their respective Subsidiaries, which appear appears in any filing made with, by another Party or written materials submitted to, by another Party to any third party or any Governmental Entity in connection with the transactions contemplated by this AgreementTransactions. In exercising the foregoing right, each of the parties hereto Party shall act reasonably and as promptly as practicable. The parties hereto Parties agree that they will consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement Transactions and each party Party will keep the other Parties apprised of the status of matters relating to completion of the transactions contemplated hereinTransactions. Each of Parent and Company shall The Parties agree that they will use their reasonable best efforts to resolve any objections that may be asserted by any Governmental Entity with respect to this Agreement or the transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall be deemed to require Parent to take to any action, or commit to take any action, or agree to any condition or restrictions, in connection with obtaining the foregoing permits, consents, approvals and authorizations of Governmental Entities or third parties that would reasonably be expected to have a material adverse effect on the business, results of operations or financial condition of Company or Parent (measured on a scale relative to Company and its Subsidiaries taken as a whole) following cause the Closing (a “Materially Burdensome Regulatory Condition”)Date to occur by April 30, 2001.
(bc) Parent and Company Each Party shall, upon requestthe request of another Party, furnish each to such other with Party all information concerning Parentitself and its Subsidiaries, Company and their respective Subsidiariespresent and former directors and officers, directors, officers and the shareholders of Cohoes and such other matters as may be reasonably necessary or advisable in connection with any statement, filing, notice or application made by or on behalf of Parent, Company a Party or any of their respective its Subsidiaries to any Governmental Entity in connection with the transactions contemplated by this AgreementTransactions.
(cd) Parent and Company Each Party shall promptly advise each furnish the other upon receiving any communication from Parties with copies of written communications received from, or delivered to, any Governmental Entity or third party whose consent or approval is required for consummation in respect of the transactions contemplated by this Agreement which causes such party to believe that there is a reasonable likelihood that any Regulatory Approval or other consent or approval will not be obtained or that the receipt of any such approval will be materially delayedTransactions.
Appears in 1 contract
Regulatory Matters. (a) Each of Parent and Company shall, and shall cause its Subsidiaries to, use their respective reasonable best efforts to (i) take, or cause to be taken, all actions necessary, proper to comply promptly with all legal requirements which may be imposed on such party or its Subsidiaries with respect to the transactions contemplated hereby, including obtaining any third party consent which may be required to be obtained in connection with the transactions contemplated hereby, and, subject to the conditions set forth in Article VII hereof, to consummate the transactions contemplated hereby (including, for purposes of this Section 6.1, required in order to continue any contract or agreement with Company or its Subsidiaries following Closing or to avoid any penalty or other fee under such contracts and agreements, in each case arising in connection with the transactions contemplated hereby) and (ii) obtain (and cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity which is required or advisable to be obtained by Company or Parent, respectively, or any of their respective Subsidiaries in connection with the transactions contemplated by this Agreement. The parties hereto Parties shall cooperate with each other and use their reasonable best efforts to promptly prepare and file all necessary documentation, and to effect all applications, notices, petitions and filings (includingfilings, if required, notification under the HSR Act or any other antitrust or competition law), and to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which that are necessary or advisable to consummate the transactions contemplated by this AgreementAgreement (including without limitation the Merger). Parent The Bank and Company Acquiror shall have the right to review in advance andadvance, and to the extent practicable, practicable each will consult the other on, in each case subject to applicable laws Laws relating to the exchange of information, all of the information relating to Company the Bank or ParentAcquiror, as the case may be, and any of their respective Subsidiaries, which appear appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto Parties shall act reasonably and as promptly as practicable. The parties hereto Parties agree that they will consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each party Party will keep the other apprised of the status of matters relating to completion of the transactions contemplated herein. Each of Parent and Company shall use their reasonable best efforts to resolve any objections that may be asserted by any Governmental Entity with respect to this Agreement or the transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall be deemed to require Parent to take to any action, or commit to take any action, or agree to any condition or restrictions, in connection with obtaining the foregoing permits, consents, approvals and authorizations of Governmental Entities or third parties that would reasonably be expected to have a material adverse effect on the business, results of operations or financial condition of Company or Parent (measured on a scale relative to Company and its Subsidiaries taken as a whole) following the Closing (a “Materially Burdensome Regulatory Condition”).
(b) Parent Acquiror and Company the Bank shall, upon request, furnish each other with all information concerning Parent, Company and their respective Subsidiariesthemselves, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement, and any other statement, filing, notice or application made by or on behalf of ParentAcquiror, Company Acquiror’s Subsidiaries, or any of their respective Subsidiaries the Bank to any Governmental Entity in connection with the Merger and the other transactions contemplated by this AgreementAgreement (collectively, the “Filing Documents”). Acquiror agrees promptly to advise the Bank if, at any time prior to the Bank Shareholders’ Meeting, any information provided by Acquiror for the Filing Documents becomes incorrect or incomplete in any material respect and promptly to provide Bank with the information needed to correct such inaccuracy or omission. Acquiror shall promptly furnish the Bank with such supplemental information as may be necessary in order to cause the Filing Documents, insofar as they relate to Acquiror and the Acquiror Subsidiaries, to comply with all applicable legal requirements. The Bank agrees promptly to advise Acquiror if, at any time prior to the Bank Shareholders’ Meeting, any information provided by the Bank for the Filing Documents becomes incorrect or incomplete in any material respect and promptly to provide Acquiror with the information needed to correct such inaccuracy or omission. The Bank shall promptly furnish Acquiror with such supplemental information as may be necessary in order to cause the Filing Documents, insofar as they relate to the Bank, to comply with all applicable legal requirements.
(c) Parent Acquiror and Company the Bank shall promptly advise furnish each other upon receiving with copies of written communications received by Acquiror, Acquiror’s Subsidiaries, or the Bank, as the case may be, or any communication from of their respective affiliates or associates (as such terms are defined in Rule 12b-2 under the Exchange Act as in effect on the date of this Agreement) from, or delivered by any of the foregoing to, any Governmental Entity or third party whose consent or approval is required for consummation in respect of the transactions contemplated by this Agreement which causes such party to believe that there is a reasonable likelihood that any Regulatory Approval or other consent or approval will not be obtained or that the receipt of any such approval will be materially delayedhereby.
Appears in 1 contract
Regulatory Matters. (a) Each The parties hereto shall promptly cooperate with each other in the preparation and filing of Parent and Company shall, and shall cause its Subsidiaries to, use their respective reasonable best efforts to (i) take, or cause to be taken, all actions necessary, proper to comply promptly with all legal requirements which may be imposed on such party or its Subsidiaries with respect to the transactions contemplated hereby, including obtaining any third party consent which may be required to be obtained in connection Proxy Statement with the transactions contemplated herebyOTS and after the OTS has cleared the Proxy Statement, and, subject Seller shall promptly mail the Proxy Statement to the conditions set forth in Article VII hereof, to consummate the transactions contemplated hereby its stockholders.
(including, for purposes of this Section 6.1, required in order to continue any contract or agreement with Company or its Subsidiaries following Closing or to avoid any penalty or other fee under such contracts and agreements, in each case arising in connection with the transactions contemplated herebyb) and (ii) obtain (and cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity which is required or advisable to be obtained by Company or Parent, respectively, or any of their respective Subsidiaries in connection with the transactions contemplated by this Agreement. The parties Parties hereto shall cooperate with each other and use their reasonable best efforts to promptly prepare and file within 45 days after the date hereof or as soon thereafter as is reasonably practicable, all necessary documentation, and to effect all applicationsapplications (including applications of Parent and Merger Sub), notices, petitions and filings (includingfilings, if required, notification under the HSR Act or any other antitrust or competition law), and to obtain as promptly as practicable all permits, consents, approvals and authorizations of all Governmental Entities and third parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this Agreement. Parent Buyer and Company Seller shall have the right to review in advance andadvance, and to the extent practicable, practicable each will consult with the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to Company or Parent, as the case may be, and any of their respective Subsidiaries, which appear appears in any filing made with, by the other Party or written materials submitted to, by the other Party to any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto Parties shall act reasonably and as promptly as practicable. The parties hereto Parties agree that they will consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each party Party will keep the other apprised of the status of matters relating to completion of the transactions contemplated herein. Each of Parent and Company shall The Parties agree that they will use their reasonable best efforts to resolve any objections that may be asserted by any Governmental Entity with respect to this Agreement or the transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall be deemed to require Parent to take to any action, or commit to take any action, or agree to any condition or restrictions, in connection with obtaining the foregoing permits, consents, approvals and authorizations of Governmental Entities or third parties that would reasonably be expected to have a material adverse effect on the business, results of operations or financial condition of Company or Parent (measured on a scale relative to Company and its Subsidiaries taken as a whole) following cause the Closing (a “Materially Burdensome Regulatory Condition”)Date to occur by May 31, 2000.
(bc) Parent Buyer and Company Seller shall, upon request, furnish each other with all information concerning Parentthemselves, Company and their respective Subsidiariespresent and former directors and officers, directors, officers and shareholders the stockholders of Seller and such other matters as may be reasonably necessary or advisable in connection with any statement, filing, notice or application made by or on behalf of Buyer, Parent, Company Merger Sub, or any of their respective Subsidiaries Seller to any Governmental Entity in connection with the transactions contemplated by this Agreementhereby.
(cd) Parent Buyer and Company Seller shall promptly advise furnish each other upon receiving any communication from with copies of written communications received from, or delivered to, any Governmental Entity or third party whose consent or approval is required for consummation in respect of the transactions contemplated by this Agreement which causes such party to believe that there is a reasonable likelihood that any Regulatory Approval or other consent or approval will not be obtained or that the receipt of any such approval will be materially delayedhereby.
Appears in 1 contract
Regulatory Matters. (a) Each of Parent and Company shall, and shall cause its Subsidiaries to, use their respective reasonable best efforts to (i) take, or cause to be taken, all actions necessary, proper to comply promptly with all legal requirements which may be imposed on such party or its Subsidiaries with respect to the transactions contemplated hereby, including obtaining any third party consent which may be required to be obtained in connection with the transactions contemplated hereby, and, subject to the conditions set forth in Article VII hereof, to consummate the transactions contemplated hereby (including, for purposes of this Section 6.1, required in order to continue any contract or agreement with Company or its Subsidiaries following Closing or to avoid any penalty or other fee under such contracts and agreements, in each case arising in connection with the transactions contemplated hereby) and (ii) obtain (and cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity which is required or advisable to be obtained by Company or Parent, respectively, or any of their respective Subsidiaries in connection with the transactions contemplated by this Agreement. The parties hereto Buyer and Seller shall cooperate with each other and use all Commercially Reasonable Efforts promptly to prepare and file all necessary documentation, and to effect all applications, notices, petitions and filings (includingfilings, if required, notification under the HSR Act or any other antitrust or competition law), and to obtain as promptly as practicable all permitsPermits, consentsConsents, approvals and authorizations of all third parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this Agreement. Seller and Parent and Company shall have the right to review in advance andadvance, and to the extent practicable, practicable each will consult with the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to Company Seller, Parent or ParentBuyer, as the case may be, and any of their respective Subsidiaries, which appear in any filing made with, with or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto shall act reasonably and as promptly as practicable. The parties hereto agree that they will consult with each other with respect to the obtaining of all permitsPermits, consentsConsents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated herein. Each of Parent and Company shall use their reasonable best efforts to resolve any objections that may be asserted by any Governmental Entity with respect to this Agreement or the transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall be deemed to require Parent to take to any action, or commit to take any action, or agree to any condition or restrictions, in connection with obtaining the foregoing permits, consents, approvals and authorizations of Governmental Entities or third parties that would reasonably be expected to have a material adverse effect on the business, results of operations or financial condition of Company or Parent (measured on a scale relative to Company or Buyer as the case may be) and its Subsidiaries taken as a whole) following the Closing (a “Materially Burdensome Regulatory Condition”).
(b) Parent and Company shall, upon request, Seller shall promptly furnish each other with all information concerning copies of written communications received by Parent, Company and their respective SubsidiariesBuyer or Seller, directorsas the case may be, officers and shareholders and such other matters as may be reasonably necessary in connection with any statement, filing, notice from or application made delivered by or on behalf of Parent, Company or any of their respective Subsidiaries the foregoing to any Governmental Entity in connection with the transactions contemplated by this Agreement.
(c) Parent and Company shall promptly advise each other upon receiving any communication from any Governmental Entity or third party whose consent or approval is required for consummation respect of the transactions contemplated by this Agreement which causes such party to believe that there is a reasonable likelihood that any Regulatory Approval or other consent or approval will not be obtained or that the receipt of any such approval will be materially delayedhereby.
Appears in 1 contract
Regulatory Matters. (a) Each of Parent Purchaser and Company Seller shall, and shall cause its Subsidiaries to, use their respective reasonable best efforts to (i) take, or cause to be taken, all commercially reasonable actions necessary, proper necessary or advisable to (i) comply promptly with all legal requirements which may be imposed on such party or its relevant Subsidiaries with respect to the transactions contemplated hereby, including in connection with obtaining any third third-party consent which that may be required to be obtained in connection with the transactions contemplated herebyby this Agreement, and, subject to the conditions set forth in Article VII hereof, to consummate the transactions contemplated hereby (including, for purposes of this Section 6.1, required in order to continue any contract or agreement with Company or its Subsidiaries following Closing or to avoid any penalty or other fee under such contracts and agreements, in each case arising in connection with the transactions contemplated hereby) and (ii) obtain (and cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity which is required or advisable to be obtained by Company Seller or ParentPurchaser, respectively, or any of their respective Subsidiaries in connection with the transactions contemplated by this AgreementAgreement (it being understood and agreed that it shall be deemed commercially reasonable for Purchaser to take all action other than those that would not be required pursuant to the last sentence of this Section 6.1(a)) . The parties hereto shall cooperate with each other and promptly prepare and file all necessary documentation, and to effect all applications, notices, petitions and filings (including, if required, notification under the HSR Act or any other antitrust or competition lawAct), to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this Agreement. Parent Purchaser and Company Seller shall have the right to review in advance and, to the extent practicable, each will consult the other on, in each case subject to applicable laws relating to confidentiality or the exchange of information, all the information relating to Seller, Company or ParentPurchaser, as the case may be, and any of their respective Subsidiaries, which appear in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto shall act reasonably and as promptly as practicable. The parties hereto agree that they will consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated herein. Each of Parent Purchaser and Company Seller shall use their take all commercially reasonable best efforts actions to resolve any objections that may be asserted by any Governmental Entity with respect to this Agreement or the transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall be deemed to require Parent Purchaser to take to any action, or commit to take any action, or agree to any condition or restrictions, in connection with obtaining the foregoing permits, consents, approvals and authorizations of Governmental Entities or third parties that would reasonably be expected to have a material adverse effect on the business, results of operations or financial condition of the Business, the Company or Parent Purchaser (measured on a scale relative to Company and its Subsidiaries taken as a wholethe Business) following the Closing Effective Time (a “Materially Burdensome Regulatory Condition”); provided that the parties agree that any actions required to be taken by or conditions or restrictions imposed on Purchaser in order to obtain such permits, consents, approvals or authorizations of any Governmental Entity or third party shall not be considered a Materially Burdensome Regulatory Condition to the extent such actions, conditions or restrictions relate to Purchaser’s compliance with the conditions in Section 3(d)(2) of the BHCA or in the Bank Merger Act relating to the nationwide deposit cap and to any applicable state deposit caps.
(b) Parent Purchaser and Company Seller shall, upon request, furnish each other with all information concerning ParentPurchaser, Seller, Company and their respective Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary in connection with any statement, filing, notice or application made by or on behalf of ParentPurchaser, Seller, Company or any of their respective Subsidiaries to any Governmental Entity in connection with the transactions contemplated by this Agreement.
(c) Parent Purchaser and Company Seller shall promptly advise each other upon receiving any communication from any Governmental Entity or third party whose consent or approval is required for consummation of the transactions contemplated by this Agreement which causes such party to believe that there is a reasonable likelihood that any Requisite Regulatory Approval or other consent or approval will not be obtained or that the receipt of any such approval will be materially delayed.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Bank of America Corp /De/)
Regulatory Matters. (a) The parties hereto shall promptly cooperate with each other in the preparation and filing of the Form S-4, including the Proxy Statement. Each of Parent and Company shall, and the parties hereto shall cause use its Subsidiaries to, use their respective reasonable best efforts to (i) takehave the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing, and the Company shall thereafter promptly mail the Proxy Statement to its stockholders. PHFG shall use its reasonable best efforts to obtain all necessary state securities law or cause "blue sky" permits and approvals required to be taken, all actions necessary, proper to comply promptly with all legal requirements which may be imposed on such party or its Subsidiaries with respect carry out the issuance of PHFG Common Stock pursuant to the transactions contemplated hereby, including obtaining any third party consent which may be required to be obtained in connection with the transactions contemplated hereby, and, subject to the conditions set forth in Article VII hereof, to consummate the transactions contemplated hereby (including, for purposes of this Section 6.1, required in order to continue any contract or agreement with Company or its Subsidiaries following Closing or to avoid any penalty or Merger and all other fee under such contracts and agreements, in each case arising in connection with the transactions contemplated hereby) and (ii) obtain (and cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity which is required or advisable to be obtained by Company or Parent, respectively, or any of their respective Subsidiaries in connection with the transactions contemplated by this Agreement. , and the Company shall furnish all information concerning the Company and the holders of the Company Common Stock as may be reasonably requested in connection with any such action.
(b) The parties hereto shall cooperate with each other and use their reasonable best efforts to promptly prepare and file all necessary documentation, and to effect all applications, notices, petitions and filings (includingfilings, if required, notification under the HSR Act or any other antitrust or competition law), and to obtain as promptly as practicable all permits, consents, approvals and authorizations of all Governmental Entities and third parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this AgreementAgreement (including without limitation the Merger and the Bank Merger). Parent PHFG and the Company shall have the right to review in advance andadvance, and to the extent practicable, practicable each will consult with the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to Company or Parent, as the case may be, and any of their respective Subsidiaries, which appear appears in any filing made with, with or written materials submitted to, to any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto shall act reasonably and as promptly as practicable. The parties hereto agree that they will consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated herein. Each of Parent and Company shall use their reasonable best efforts to resolve any objections that may be asserted by any Governmental Entity with respect to this Agreement or the transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall be deemed to require Parent to take to any action, or commit to take any action, or agree to any condition or restrictions, in connection with obtaining the foregoing permits, consents, approvals and authorizations of Governmental Entities or third parties that would reasonably be expected to have a material adverse effect on the business, results of operations or financial condition of Company or Parent (measured on a scale relative to Company and its Subsidiaries taken as a whole) following the Closing (a “Materially Burdensome Regulatory Condition”).
(bc) Parent PHFG and the Company shall, upon request, furnish each other with all information concerning Parentthemselves, Company and their respective Subsidiaries, directors, officers and shareholders stockholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement, the Form S-4 or any other statement, filing, notice or application made by or on behalf of ParentPHFG, the Company or any of their respective Subsidiaries to any Governmental Entity in connection with the transactions contemplated by this Agreement and the Bank Merger Agreement.
(cd) Parent PHFG and the Company shall promptly advise furnish each other upon receiving with copies of written communications received by PHFG or the Company, as the case may be, or any communication from of their respective Subsidiaries from, or delivered by any of the foregoing to, any Governmental Entity or third party whose consent or approval is required for consummation in respect of the transactions contemplated by this Agreement which causes such party to believe that there is a reasonable likelihood that any Regulatory Approval or other consent or approval will not be obtained or that and the receipt of any such approval will be materially delayedBank Merger Agreement.
Appears in 1 contract
Sources: Merger Agreement (Peoples Heritage Financial Group Inc)
Regulatory Matters. (a) Each As promptly as practicable following the execution and delivery of Parent this Agreement, SouthTrust and Company shall, and CENIT shall cause its Subsidiaries to, use their respective reasonable best efforts to (i) take, or cause to be taken, prepared and filed all actions necessary, proper to comply promptly required applications and filings with all legal requirements the Regulatory Authorities which are necessary or contemplated for the obtaining of the Consents of the Regulatory Authorities or consummation of the Merger. Such applications and filings shall be in such form as may be imposed on prescribed by the respective government agencies and shall contain such party or its Subsidiaries with respect to the transactions contemplated hereby, including obtaining any third party consent which information as they may be required to be obtained in connection with the transactions contemplated hereby, and, subject to the conditions set forth in Article VII hereof, to consummate the transactions contemplated hereby (including, for purposes of this Section 6.1, required in order to continue any contract or agreement with Company or its Subsidiaries following Closing or to avoid any penalty or other fee under such contracts and agreements, in each case arising in connection with the transactions contemplated hereby) and (ii) obtain (and cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity which is required or advisable to be obtained by Company or Parent, respectively, or any of their respective Subsidiaries in connection with the transactions contemplated by this Agreementrequire. The parties hereto shall will cooperate with each other and promptly use their commercially reasonable best efforts to prepare and file execute all necessary documentation, and to effect all applications, notices, petitions necessary or contemplated filings and filings (including, if required, notification under the HSR Act or any other antitrust or competition law), to obtain as promptly as practicable all necessary or contemplated permits, consents, approvals approvals, rulings and authorizations of all government agencies and third parties and Governmental Entities which are necessary or advisable contemplated to consummate the transactions contemplated by this Agreement, including, without limitation, those required or contemplated from the Regulatory Authorities, and the shareholders of CENIT. Parent and Company Each of the parties shall have the right to review and approve in advance and, to the extent practicable, each will consult the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to Company or Parent, as the case may be, and any of their respective Subsidiariesadvance, which appear in approval shall not be unreasonably withheld, any filing made with, or written materials material submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto shall act reasonably and as promptly as practicable. The parties hereto agree that they will consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated herein. Each of Parent and Company shall use their reasonable best efforts to resolve any objections that may be asserted by any Governmental Entity with respect to this Agreement or the transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall be deemed to require Parent to take to any action, or commit to take any action, or agree to any condition or restrictions, in connection with obtaining the foregoing permits, consents, approvals and authorizations of Governmental Entities or third parties that would reasonably be expected to have a material adverse effect on the business, results of operations or financial condition of Company or Parent (measured on a scale relative to Company and its Subsidiaries taken as a whole) following the Closing (a “Materially Burdensome Regulatory Condition”).
(b) Parent and Company shall, upon request, furnish each other with all information concerning Parent, Company and their respective Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary in connection with any statement, filing, notice or application made by or on behalf of Parent, Company or any of their respective Subsidiaries to any Governmental Entity government agencies in connection with the transactions contemplated by this Agreement.
(cb) Parent Each party hereto will furnish the other party with all information concerning itself, its subsidiaries, directors, trustees, officers, shareholders and Company shall depositors, as applicable, and such other matters as may be necessary or advisable in connection with any statement or application made by or on behalf of any such party to any governmental body in connection with the transactions, applications or filings contemplated by this Agreement. Upon request, the parties hereto will promptly advise furnish each other upon receiving with copies of written communications received by them or their respective subsidiaries from, or delivered by any communication from of the foregoing to, any Governmental Entity or third party whose consent or approval is required for consummation governmental body in respect of the transactions contemplated by this Agreement which causes such party to believe that there is a reasonable likelihood that any Regulatory Approval or other consent or approval will not be obtained or that the receipt of any such approval will be materially delayedhereby.
Appears in 1 contract
Sources: Merger Agreement (Cenit Bancorp Inc)
Regulatory Matters. (a) Each of Parent The Company shall promptly prepare and Company shall, and shall cause its Subsidiaries to, use their respective reasonable best efforts to (i) take, or cause to be taken, all actions necessary, proper to comply promptly with all legal requirements which may be imposed on such party or its Subsidiaries with respect to the transactions contemplated hereby, including obtaining any third party consent which may be required to be obtained in connection file with the transactions contemplated hereby, FDIC the Proxy Statement no later than thirty days after the date of this Agreement and, subject upon clearance thereof by the FDIC, shall promptly mail the Proxy Statement to the conditions set forth in Article VII hereof, to consummate the transactions contemplated hereby its stockholders.
(including, for purposes of this Section 6.1, required in order to continue any contract or agreement with Company or its Subsidiaries following Closing or to avoid any penalty or other fee under such contracts and agreements, in each case arising in connection with the transactions contemplated herebyb) and (ii) obtain (and cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity which is required or advisable to be obtained by Company or Parent, respectively, or any of their respective Subsidiaries in connection with the transactions contemplated by this Agreement. The parties hereto shall cooperate with each other and use their reasonable best efforts to promptly prepare and file all necessary documentation, and to effect all applications, notices, petitions and filings (includingfilings, if required, notification under the HSR Act or any other antitrust or competition law), and to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this Agreement. The Company and Parent and Company shall have the right to review in advance andadvance, and to the extent practicable, practicable each will consult the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to the Company or Parent, as the case may be, and any of their respective Subsidiaries, which appear appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto shall act reasonably and as promptly as practicable. The parties hereto agree that they will consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement the Merger Documents and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated herein. Each of Parent and Company shall use their reasonable best efforts to resolve any objections that may be asserted by any Governmental Entity with respect to this Agreement or the transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall be deemed to require Parent to take to any action, or commit to take any action, or agree to any condition or restrictions, in connection with obtaining the foregoing permits, consents, approvals and authorizations of Governmental Entities or third parties that would reasonably be expected to have a material adverse effect on the business, results of operations or financial condition of Company or Parent (measured on a scale relative to Company and its Subsidiaries taken as a whole) following the Closing (a “Materially Burdensome Regulatory Condition”).
(bc) Parent and the Company shall, upon request, furnish each other with all information concerning Parentthemselves, Company and their respective Subsidiaries, directors, officers and shareholders stockholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement, or any other statement, filing, notice or application made by or on behalf of Parent, Parent or the Company or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreementthe Merger Documents.
(cd) Parent and the Company shall promptly advise furnish each other upon receiving with copies of written communications received by Parent or the Company, as the case may be, or any communication from of their respective Subsidiaries, Affiliates or Associates (as such terms are defined in Rule 12b-2 under the Exchange Act as in effect on the date of this Agreement) from, or delivered by any of the foregoing to, any Governmental Entity or third party whose consent or approval is required for consummation in respect of the transactions contemplated by this Agreement which causes such party to believe that there is a reasonable likelihood that any Regulatory Approval or other consent or approval will not be obtained or that the receipt of any such approval will be materially delayedhereby.
Appears in 1 contract
Regulatory Matters. (a) Each of Parent and Company shall, and shall cause its Subsidiaries to, use their respective reasonable best efforts to (i) take, or cause to be taken, all actions necessary, proper to comply promptly with all legal requirements which may be imposed on such party or its Subsidiaries with respect During the period from the date hereof to the transactions contemplated hereby, including obtaining any third party consent which may be required to be obtained in connection with Closing or the transactions contemplated hereby, and, subject to the conditions set forth in Article VII hereof, to consummate the transactions contemplated hereby (including, for purposes earlier termination of this Section 6.1Agreement, required in order to continue any contract or agreement with Company or its Subsidiaries following Closing or to avoid any penalty or other fee under such contracts and agreements, in each case arising in connection with the transactions contemplated hereby) and (ii) obtain (and cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity which is required or advisable to be obtained by Company or Parent, respectively, or any of their respective Subsidiaries in connection with the transactions contemplated by this Agreement. The parties hereto shall cooperate with each other and promptly use reasonable best efforts to as soon as possible following the date hereof prepare and file file, or cause the preparation and filing of, all necessary documentation, and to effect all applications, notices, petitions and filings (including, if required, notification under the HSR Act or any other antitrust or competition law)filings, to obtain as promptly as practicable following the date hereof (and, in any event, within 180 days following the date hereof) all permits, consents, approvals and authorizations of all third parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this Agreement, and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such Governmental Entities. Parent and Company The parties shall have use reasonable best efforts to provide the other the right (subject to the preservation of privilege and confidentiality) to review in advance advance, and, to the extent practicable, each will consult the other on, in each case subject to applicable laws Laws relating to the exchange of information, all the information relating to HNA, the Company or ParentBuyer, as the case may be, and any of their respective Subsidiaries, which appear appears in any material filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement, other than any portions of material so filed or submitted that contain confidential or proprietary information not directly related to the transactions contemplated hereby or information with respect to which a duty of confidence is owed to a third party. In exercising the foregoing right, each of the parties hereto shall act reasonably and as promptly as practicable. The During the period from the date hereof to the Closing or earlier termination of this Agreement, (i) the parties hereto agree that they will consult with each other with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate in connection with the transactions contemplated by this Agreement and each party will keep the other parties reasonably apprised of the status of matters relating to completion of the transactions contemplated herein. Each ; (ii) each party shall consult with the other parties in advance of Parent any meeting or conference between such party and Company shall use their reasonable best efforts to resolve any objections that may be asserted by any Governmental Entity with respect to this Agreement or the transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall be deemed to require Parent to take to any action, or commit to take any action, or agree to any condition or restrictions, in connection with obtaining the foregoing permits, consents, approvals and authorizations of Governmental Entities or third parties that would reasonably be expected to have a material adverse effect on the business, results of operations or financial condition of Company or Parent (measured on a scale relative to Company and its Subsidiaries taken as a whole) following the Closing (a “Materially Burdensome Regulatory Condition”).
(b) Parent and Company shall, upon request, furnish each other with all information concerning Parent, Company and their respective Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary in connection with any statement, filing, notice or application made by or on behalf of Parent, Company or any of their respective Subsidiaries to any Governmental Entity in connection with the transactions contemplated by this Agreement and to the extent reasonably requested by any other party and permitted by such Governmental Entity, give the other parties and/or their respective counsel the reasonable opportunity to attend and participate in such meetings and conferences; (iii) no party shall commit to or agree (or permit their respective Subsidiaries to commit to or agree) with any Governmental Entity to stay, toll or extend any applicable waiting period under the HSR Act or other applicable Antitrust Laws, without the prior written consent of the other parties (such consent not to be unreasonably withheld, conditioned or delayed); and (iv) subject to the preservation of confidentiality and privilege, each party hereto shall promptly inform the other parties of any substantive oral communications with, and promptly provide copies of written communications with, any Governmental Entity regarding any filings. Promptly following the date hereof, the parties shall cooperate with each other to determine the Additional Approvals that are required, including consulting with the Company.
(b) Without limiting the generality of the undertakings pursuant to Section 6.1(a), during the period from the date hereof to the Closing or earlier termination of this Agreement, the parties hereto shall use reasonable best efforts to (i) provide or cause to be provided as promptly as reasonably practicable to Governmental Entities with jurisdiction over the Antitrust Laws (each such Governmental Entity, a “Governmental Antitrust Authority”) information and documents reasonably requested by any Governmental Antitrust Authority as necessary, proper or advisable to permit consummation of the transactions contemplated by this Agreement, including preparing and filing any notification and report form and related material required under the HSR Act and any additional consents and filings under any other Antitrust Laws as promptly as practicable following the date hereof and thereafter to respond as promptly as practicable to any request for additional information or documentary material that may be made under the HSR Act or any other applicable Antitrust Laws and (ii) take, and use reasonable best efforts to cause its Subsidiaries to take, such actions as are necessary or advisable to obtain prompt approval of the consummation of the transactions contemplated by this Agreement by any Governmental Entity or expiration of applicable waiting periods; provided that Buyer shall file the premerger notification required under the HSR Act no later than ten (10) Business Days following the date hereof.
(c) Parent and Company Each party shall promptly advise each the other parties upon receiving any communication from any Governmental Entity or third party whose consent or approval is required for to bring about the consummation of the transactions contemplated by this Agreement which that causes such party to believe that there is a reasonable likelihood that any Regulatory Approval or other consent or approval any Additional Approval will not be obtained or that the receipt of any such approval will be materially delayed.
Appears in 1 contract
Regulatory Matters. (a) Each of Parent and Company shall, and shall cause its Subsidiaries to, use their respective reasonable best efforts to (i) take, or cause to be taken, and assist and cooperate with the other Party in taking, all actions necessary, proper or advisable to comply promptly with all legal requirements which may be imposed on such party or its Subsidiaries with respect to the transactions contemplated hereby, including obtaining any third third-party consent which or waiver that may be required to be obtained in connection with the transactions contemplated hereby, and, subject to the conditions set forth in Article VII hereofVIII, to consummate the transactions contemplated hereby (including, for purposes of this Section 6.1, including actions required in order to effect the Bank Merger simultaneously with the Effective Time and to continue any contract or agreement with of Company or its Subsidiaries following Closing or to avoid any penalty or other fee under such contracts and agreements, in each case arising in connection with the transactions contemplated hereby) and (ii) obtain (and assist and cooperate with the other party to obtainParty in obtaining) any action, nonaction, permit, consent, authorization, order order, clearance, waiver or approval of, or any exemption by, any Regulatory Agency or other Governmental Entity which that is required or advisable to be obtained by Company or Parent, respectively, or any of their respective Subsidiaries in connection with the transactions contemplated by this Agreement, including the Merger and the Bank Merger (collectively, the “Regulatory Approvals”). The parties Parties hereto shall cooperate with each other and promptly prepare and file file, as promptly as possible after the date hereof, all necessary documentation, and to effect all applications, notices, petitions and filings (including, if required, notification under the HSR Act or any other antitrust or competition law)filings, to obtain as promptly as practicable all actions, nonactions, permits, consents, authorizations, orders, clearances, waivers or approvals and authorizations of all third parties and Regulatory Agencies or other Governmental Entities which that are necessary or advisable to consummate the transactions contemplated by this Agreement. Parent and Company shall have , including the right to review in advance and, to the extent practicable, each will consult the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to Company or Parent, as the case may be, and any of their respective Subsidiaries, which appear in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto shall act reasonably and as promptly as practicable. The parties hereto agree that they will consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated hereinRegulatory Approvals. Each of Parent and Company shall use their reasonable best efforts to resolve any objections that may be asserted by any Governmental Entity with respect to this Agreement or the transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall be deemed to require Parent to take to any action, or commit to take any action, or agree to any condition or restrictions, in connection with obtaining the foregoing permits, consents, approvals and authorizations of Governmental Entities or third parties that would reasonably be expected to have a material adverse effect on the business, results of operations or financial condition of Company or Parent (measured on a scale relative to Company and its Subsidiaries taken as a whole) following the Closing (a “Materially Burdensome Regulatory Condition”).
(b) Subject to applicable Laws relating to the exchange of information, Parent and Company shall, upon request, furnish each other with all information concerning Parent, Company and their respective Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary in connection with any statement, filing, notice or application made by or on behalf of Parent, Company or any of their respective Subsidiaries to any Governmental Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the Parties hereto shall act reasonably and as promptly as practicable.
(c) Subject to applicable Law (including applicable Laws relating to the exchange of information), Company and Parent and Company shall promptly advise keep each other upon receiving 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 Law, each Party shall (i) promptly furnish the other Party with copies of notices or other communications received by such Party or any of its Subsidiaries (or written summaries of communications received orally), from any third party or Governmental Entity with respect to the transactions contemplated by this Agreement, (ii) provide the other Party a reasonable opportunity to review in advance, and accept the reasonable comments of the other party in connection with, any proposed communication to, including any filings with or other written materials submitted to, any Governmental Entity, and (iii) consider in good faith the other Party’s views with respect to, and confer in good faith with the other Party to resolve, any disagreement as to strategy with respect to any communication from by such Party or any of its Subsidiaries with any Governmental Entity or third party whose consent or approval is required for consummation of relating to the transactions contemplated by this Agreement which causes Agreement. Neither Party shall, nor shall it permit its Subsidiaries to, participate in any meeting or substantive discussion, either in person or by telephone, with any Governmental Entity in connection with the proposed transactions unless it consults with the other Party in advance and, to the extent not prohibited by applicable Law, gives the other Party the opportunity to attend and participate. Any such party disclosures or rights to believe that there is a reasonable likelihood that any Regulatory Approval or other consent or approval will not participate may be obtained or that made on an outside counsel-only basis to the receipt of any such approval will be materially delayedextent required under applicable Law.
Appears in 1 contract
Sources: Merger Agreement (First Federal Bancshares of Arkansas Inc)
Regulatory Matters. (a) Each of Parent and Company shall, and shall cause its Subsidiaries to, use their respective reasonable best efforts to (i) take, or cause to be taken, all actions necessary, proper to comply promptly with all legal requirements which may be imposed on such party or its Subsidiaries with respect to the transactions contemplated hereby, including obtaining any third party consent which may be required to be obtained in connection with the transactions contemplated hereby, and, subject to the conditions set forth in Article VII hereof, to consummate the transactions contemplated hereby (including, for purposes of this Section 6.1, required in order to continue any contract or agreement with Company or its Subsidiaries following Closing or to avoid any penalty or other fee under such contracts and agreements, in each case arising in connection with the transactions contemplated hereby) and (ii) obtain (and cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity which is required or advisable to be obtained by Company or Parent, respectively, or any of their respective Subsidiaries in connection with the transactions contemplated by this Agreement. The parties hereto shall cooperate with each other and promptly Partners Trust will prepare and file all necessary documentation, and to effect all applications, notices, petitions and filings (includingfilings, if required, notification under the HSR Act or any other antitrust or competition law), and to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this Agreement. Parent Herkimer shall cooperate with Partners Trust to effect the foregoing. Herkimer and Company Partners Trust shall have the right to review in advance andadvance, and to the extent practicable, practicable each will consult the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to Company Herkimer or ParentPartners Trust, as the case may be, and any of their respective Subsidiaries, which appear appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement; provided, however, that nothing contained herein shall be deemed to provide either party with a right to review any information provided to any Governmental Entity on a confidential basis in connection with the transactions contemplated hereby. In exercising the foregoing right, each of the parties hereto shall act reasonably and as promptly as practicable. The parties hereto agree that they will consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to completion contemplation of the transactions contemplated herein. Each of Parent and Company shall use their reasonable best efforts to resolve any objections that may be asserted by any Governmental Entity with respect to this Agreement or the transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall be deemed to require Parent to take to any action, or commit to take any action, or agree to any condition or restrictions, in connection with obtaining the foregoing permits, consents, approvals and authorizations of Governmental Entities or third parties that would reasonably be expected to have a material adverse effect on the business, results of operations or financial condition of Company or Parent (measured on a scale relative to Company and its Subsidiaries taken as a whole) following the Closing (a “Materially Burdensome Regulatory Condition”).
(b) Parent and Company Herkimer shall, upon request, furnish each other Partners Trust with all information concerning ParentHerkimer, Company Herkimer Bank and their respective Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary in connection with any statement, filing, notice or application made by or on behalf of Parent, Company or any of their respective Subsidiaries Partners Trust to any Governmental Entity in connection with the Business Combination or the other transactions contemplated by this Agreement.
. Partners Trust shall, upon request, furnish Herkimer with all information concerning Patrners Trust and SBU as may be reasonably necessary for inclusion in a proxy statement which may be furnished to shareholders of Herkimer in connection with the Special Meeting (c) Parent as defined in Section 6.3 hereof). None of the information relating to Partners Trust or SBU supplied or to be supplied by Partners Trust or SBU to Herkimer expressly for inclusion in such proxy statement, as of the date such proxy statement is mailed to shareholders of Herkimer and Company up to and including the date of the meeting of shareholders to which such proxy statement relates, will contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Partners Trust and Herkimer shall promptly advise each other upon receiving any communication from any Governmental Entity or third party whose consent or approval is required for consummation of the transactions contemplated by this Agreement which causes such party to believe that there is a reasonable likelihood that any Requisite Regulatory Approval or other consent or approval (defined in Section 7.1(c) hereof) will not be obtained or that the receipt of any such approval will be materially delayed.
Appears in 1 contract
Sources: Merger Agreement (Partners Trust Financial Group Inc)
Regulatory Matters. (a) Each From the date hereof through the consummation of Parent the Offer (which shall include acceptance for payment of all Common Shares duly tendered), Buyer, Sub and the Company shall, and shall cause its Subsidiaries to, use their respective reasonable best efforts to (i) take, or cause to be taken, all actions necessary, proper to comply promptly with all legal requirements which may be imposed on such party or its Subsidiaries with respect to the transactions contemplated hereby, including obtaining any third party consent which may be required to be obtained in connection with the transactions contemplated hereby, and, subject to the conditions set forth in Article VII hereof, to consummate the transactions contemplated hereby (including, for purposes of this Section 6.1, required in order to continue any contract or agreement with Company or its Subsidiaries following Closing or to avoid any penalty or other fee under such contracts and agreements, in each case arising in connection with the transactions contemplated hereby) and (ii) obtain (and cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity which is required or advisable to be obtained by Company or Parent, respectively, or any of their respective Subsidiaries in connection with the transactions contemplated by this Agreement. The parties hereto shall cooperate with each other and use their respective commercially reasonable efforts promptly to prepare and file all necessary documentationdocumentation with, and to effect all applications, notices, petitions and filings (including, if required, notification under the HSR Act or any other antitrust or competition law), to obtain as promptly as practicable all permitsLicenses and Permits of, consents, approvals and authorizations of all third parties and Governmental Entities Authorities which are necessary or advisable to consummate the transactions contemplated by this Agreement, including any filings under the HSR Act. Parent Buyer and the Company shall have the right to review in advance andadvance, to the extent practicable, each will and shall consult with the other on, in each case subject to applicable any laws relating to the exchange of information, all the information relating to the Company and any of its Subsidiaries or ParentBuyer, as the case may be, and any of their respective SubsidiariesAffiliates, which appear in any filing made with, or written materials submitted to, any third party or any Governmental Entity Authority in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto shall act reasonably and as promptly as practicable. The parties hereto agree that they will consult with each other with respect to the obtaining of all permits, consents, approvals Licenses and authorizations Permits of all third parties and Governmental Entities Authorities necessary or advisable to consummate the transactions contemplated by this Agreement Agreement, and each party will shall keep the other apprised of the status of matters relating to completion of the transactions contemplated herein. Each The party responsible for any such filing shall promptly deliver to the other party evidence of Parent the filing of all applications, filings, registrations and notifications relating thereto, and the filing of any supplement, amendment or item of additional information in connection therewith. The party responsible for a filing shall also promptly deliver to the other party a copy of each material notice, order, opinion and other item of correspondence received by such filing party from any Governmental Authority in respect of any such application. In exercising the foregoing rights and obligations, Buyer and the Company shall use their reasonable best efforts to resolve any objections that may be asserted by any Governmental Entity with respect to this Agreement or the transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall be deemed to require Parent to take to any action, or commit to take any action, or agree to any condition or restrictions, in connection with obtaining the foregoing permits, consents, approvals act reasonably and authorizations of Governmental Entities or third parties that would reasonably be expected to have a material adverse effect on the business, results of operations or financial condition of Company or Parent (measured on a scale relative to Company and its Subsidiaries taken as a whole) following the Closing (a “Materially Burdensome Regulatory Condition”)promptly as practicable.
(b) Parent Buyer has made Form A filings with the insurance departments of the States of California, Pennsylvania and Connecticut with respect to the transactions contemplated hereby. Buyer shall promptly make any and all other filings and submissions of information with such insurance departments which are required or requested by such insurance departments in order to obtain the approvals required by such insurance departments to consummate the transactions contemplated hereby. The Company agrees to furnish Buyer with such necessary information and reasonable assistance as Buyer may reasonably request in connection with its preparation of such Form A filings and other filings or submissions. Buyer shall keep the Company fully apprised of its actions with respect to all such filings and submissions and shall provide the Company with copies of such Form A filings and other filings or submissions. Without limiting the generality of the provisions of Section 5.5(a), the Company shall promptly withdraw all filings and submissions made with such insurance departments in opposition to such filings and submissions made by Buyer and will cooperate fully with Buyer in obtaining at the earliest possible time the requisite approvals thereof.
(c) From the date hereof through the consummation of the Offer (which shall include acceptance for payment of all Common Shares duly tendered), Buyer and the Company shall, upon request, furnish each other with all information concerning Parent, Company themselves and their respective Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary in connection with any statement, filing, notice or application made by or on behalf of ParentBuyer or the Company, Company as the case may be, or any of their its respective Subsidiaries Affiliates, to any Governmental Entity Authority in connection with the transactions contemplated by this Agreement.
(cd) Parent From the date hereof through the consummation of the Offer (which shall include acceptance for payment of all Common Shares duly tendered), Buyer and the Company shall promptly advise each other upon receiving any communication from any Governmental Entity or third party Authority whose consent or approval is required for consummation of the transactions contemplated by this Agreement Agreement, which causes such party to believe that there is a reasonable likelihood that any Regulatory Approval or other the requisite consent or approval will not be obtained or that the receipt of any such consent or approval will be materially delayed.
Appears in 1 contract
Sources: Merger Agreement (Markel Corp)
Regulatory Matters. (a) Each of Parent Citizens shall promptly prepare and Company shallfile with the Superintendent the Proxy Statement. Citizens shall use all its reasonable efforts to have the Proxy Statement approved as promptly as practicable after such filing, and Citizens shall cause thereafter mail the Proxy Statement to its Subsidiaries to, use their respective reasonable best efforts to shareholders.
(ib) take, or cause to be taken, all actions necessary, proper to comply promptly with all legal requirements which may be imposed on such party or its Subsidiaries with respect to the transactions contemplated hereby, including obtaining any third party consent which may be required to be obtained in connection with the transactions contemplated hereby, and, subject to the conditions set forth in Article VII hereof, to consummate the transactions contemplated hereby (including, for purposes of this Section 6.1, required in order to continue any contract or agreement with Company or its Subsidiaries following Closing or to avoid any penalty or other fee under such contracts and agreements, in each case arising in connection with the transactions contemplated hereby) and (ii) obtain (and cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity which is required or advisable to be obtained by Company or Parent, respectively, or any of their respective Subsidiaries in connection with the transactions contemplated by this Agreement. The parties hereto shall cooperate with each other and use their best efforts to promptly prepare and file all necessary documentation, and to effect all applications, notices, petitions and filings (includingfilings, if required, notification under the HSR Act or any other antitrust or competition law), and to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this Agreement. Parent Citizens and Company the Bank shall have the right to review in advance andadvance, and to the extent practicable, each will consult the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to Company Citizens or Parentthe Bank, as the case may be, and any of their respective Subsidiaries, which appear in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this AgreementAgreement other than information contained in a confidential section of any such filing. In exercising the foregoing right, each of the parties hereto shall act reasonably and as promptly as practicable. The parties hereto agree that they will consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each Agreement. Each party will keep the other others apprised of the status of matters relating to completion of the transactions contemplated herein. Each of Parent and Company shall use their reasonable best efforts to resolve any objections that may be asserted by any Governmental Entity with respect to this Agreement or the transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall be deemed to require Parent to take to any action, or commit to take any action, or agree to any condition or restrictions, in connection with obtaining the foregoing permits, consents, approvals and authorizations of Governmental Entities or third parties that would reasonably be expected to have a material adverse effect on the business, results of operations or financial condition of Company or Parent (measured on a scale relative to Company and its Subsidiaries taken as a whole) following the Closing (a “Materially Burdensome Regulatory Condition”).60
(bc) Parent The Bank and Company Citizens shall, upon request, furnish each other with all information concerning Parentthemselves, Company and their respective Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement or any other statement, filing, notice or of application made by or on behalf of Parentthe CVB, Company the Bank, Citizens or any of their respective Subsidiaries Subsidiaries, to any Governmental Entity in connection with the Merger Sub Merger, the Merger and the other transactions contemplated by this Agreement.
(cd) Parent The Bank, CVB and Company Citizens shall promptly advise furnish each other upon receiving with copies of written communications received by the Bank, CVB or Citizens, as the case may be, or any communication from of their respective Subsidiaries, Affiliates or Associates (as such terms are defined in Rule 12b-2 under the Exchange Act as in effect on the date of this Agreement) from, or delivered by any of the foregoing to, any Governmental Entity or third party whose consent or approval is required for consummation in respect of the transactions contemplated by this Agreement which causes such party to believe that there is a reasonable likelihood that any Regulatory Approval or other consent or approval will not be obtained or that the receipt of any such approval will be materially delayedhereby.
Appears in 1 contract
Sources: Agreement and Plan of Reorganization (CVB Financial Corp)
Regulatory Matters. (a) Each The Parties shall promptly cooperate with each other in the preparation of Parent and Company shall, the Proxy Statement. Masontown shall promptly mail the Proxy Statement to its shareholders and shall cause its Subsidiaries to, use their respective reasonable best efforts to publish and send the notices required by Section 215(a) of the National Bank Act.
(ib) take, or cause to be taken, all actions necessary, proper to comply promptly with all legal requirements which may be imposed on such party or its Subsidiaries with respect to the transactions contemplated hereby, including obtaining any third party consent which may be required to be obtained in connection with the transactions contemplated hereby, and, subject to the conditions set forth in Article VII hereof, to consummate the transactions contemplated hereby (including, for purposes of this Section 6.1, required in order to continue any contract or agreement with Company or its Subsidiaries following Closing or to avoid any penalty or other fee under such contracts and agreements, in each case arising in connection with the transactions contemplated hereby) and (ii) obtain (and cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity which is required or advisable to be obtained by Company or Parent, respectively, or any of their respective Subsidiaries in connection with the transactions contemplated by this Agreement. The parties hereto Parties shall cooperate with each other and use their reasonable best efforts to promptly prepare and file all necessary documentation, and to effect all applicationsapplications (including applications of Interim Sub), notices, petitions and filings (includingfilings, if required, notification under the HSR Act or any other antitrust or competition law), and to obtain as promptly as practicable all permits, consents, approvals and authorizations of all Governmental Entities and third parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this AgreementTransactions. Parent and Company Each Party shall have the right to review in advance andadvance, and to the extent practicable, practicable each will consult with the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to Company or Parent, as the case may be, and any of their respective Subsidiaries, which appear appears in any filing made with, by another Party or written materials submitted to, by another Party to any third party or any Governmental Entity in connection with the transactions contemplated by this AgreementTransactions. In exercising the foregoing right, each of the parties hereto Party shall act reasonably and as promptly as practicable. The parties hereto Parties agree that they will consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement Transactions and each party Party will keep the other Parties apprised of the status of matters relating to completion of the transactions contemplated hereinTransactions. Each of Parent and Company shall The Parties agree that they will use their reasonable best efforts to resolve any objections that may be asserted by any Governmental Entity with respect to this Agreement or the transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall be deemed to require Parent to take to any action, or commit to take any action, or agree to any condition or restrictions, in connection with obtaining the foregoing permits, consents, approvals and authorizations of Governmental Entities or third parties that would reasonably be expected to have a material adverse effect on the business, results of operations or financial condition of Company or Parent (measured on a scale relative to Company and its Subsidiaries taken as a whole) following cause the Closing (a “Materially Burdensome Regulatory Condition”)Date to occur by April 30, 2002.
(bc) Parent and Company Each Party shall, upon requestthe request of another Party, furnish each to such other with Party all information concerning Parentitself and its Subsidiaries, Company and their respective Subsidiariespresent and former directors and officers, directors, officers and the shareholders of Masontown and such other matters as may be reasonably necessary or advisable in connection with any statement, filing, notice or application made by or on behalf of Parent, Company a Party or any of their respective its Subsidiaries to any Governmental Entity in connection with the transactions contemplated by this AgreementTransactions.
(cd) Parent and Company Each Party shall promptly advise each furnish the other upon receiving any communication from Parties with copies of written communications received from, or delivered to, any Governmental Entity or third party whose consent or approval is required for consummation in respect of the transactions contemplated by this Agreement which causes such party to believe that there is a reasonable likelihood that any Regulatory Approval or other consent or approval will not be obtained or that the receipt of any such approval will be materially delayedTransactions.
Appears in 1 contract
Sources: Agreement and Plan of Consolidation (Parkvale Financial Corp)
Regulatory Matters. (a) Each As promptly as practicable following the execution and delivery of Parent this Agreement, CapitalSouth and Company shall, and Monticello shall cause its Subsidiaries to, use their respective reasonable best efforts to (i) take, or cause to be taken, prepared and filed all actions necessary, proper to comply promptly required applications and filings with all legal requirements the Regulatory Authorities which are necessary or contemplated for the obtaining of the Consents of the Regulatory Authorities or consummation of the Merger. Such applications and filings shall be in such form as may be imposed on prescribed by the respective government agencies and shall contain such party or its Subsidiaries with respect to the transactions contemplated hereby, including obtaining any third party consent which information as they may be required to be obtained in connection with the transactions contemplated hereby, and, subject to the conditions set forth in Article VII hereof, to consummate the transactions contemplated hereby (including, for purposes of this Section 6.1, required in order to continue any contract or agreement with Company or its Subsidiaries following Closing or to avoid any penalty or other fee under such contracts and agreements, in each case arising in connection with the transactions contemplated hereby) and (ii) obtain (and cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity which is required or advisable to be obtained by Company or Parent, respectively, or any of their respective Subsidiaries in connection with the transactions contemplated by this Agreementrequire. The parties hereto shall will cooperate with each other and promptly use commercially reasonable efforts to prepare and file execute all necessary documentation, and to effect all applications, notices, petitions necessary or contemplated filings and filings (including, if required, notification under the HSR Act or any other antitrust or competition law), to obtain as promptly as practicable all necessary or contemplated permits, consents, approvals approvals, rulings and authorizations of all government agencies and third parties and Governmental Entities which are necessary or advisable contemplated to consummate the transactions contemplated by this Agreement, including, without limitation, those required or contemplated from the Regulatory Authorities, and the shareholders of Monticello. Parent and Company Each of the parties shall have the right to review and approve in advance and, to the extent practicable, each will consult the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to Company or Parent, as the case may be, and any of their respective Subsidiariesadvance, which appear in approval shall not be unreasonably withheld, any filing made with, or written materials material submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto shall act reasonably and as promptly as practicable. The parties hereto agree that they will consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated herein. Each of Parent and Company shall use their reasonable best efforts to resolve any objections that may be asserted by any Governmental Entity with respect to this Agreement or the transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall be deemed to require Parent to take to any action, or commit to take any action, or agree to any condition or restrictions, in connection with obtaining the foregoing permits, consents, approvals and authorizations of Governmental Entities or third parties that would reasonably be expected to have a material adverse effect on the business, results of operations or financial condition of Company or Parent (measured on a scale relative to Company and its Subsidiaries taken as a whole) following the Closing (a “Materially Burdensome Regulatory Condition”).
(b) Parent and Company shall, upon request, furnish each other with all information concerning Parent, Company and their respective Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary in connection with any statement, filing, notice or application made by or on behalf of Parent, Company or any of their respective Subsidiaries to any Governmental Entity government agencies in connection with the transactions contemplated by this Agreement.
(cb) Parent Each party hereto will furnish the other party with all information concerning itself, its Subsidiaries, directors, trustees, officers, shareholders and Company shall depositors, as applicable, and such other matters as may be necessary or advisable in connection with any statement or application made by or on behalf of any such party to any governmental body in connection with the transactions, applications or filings contemplated by this Agreement. Upon request, the parties hereto will promptly advise furnish each other upon receiving with copies of written communications received by them or their respective Subsidiaries from, or delivered by any communication from of the foregoing to, any Governmental Entity or third party whose consent or approval is required for consummation governmental body in respect of the transactions contemplated by this Agreement which causes such party to believe that there is a reasonable likelihood that any Regulatory Approval or other consent or approval will not be obtained or that the receipt of any such approval will be materially delayedhereby.
Appears in 1 contract
Regulatory Matters. (a) Capital One and North Fork shall promptly prepare and file with the SEC the Form S-4, in which the Joint Proxy Statement will be included as a prospectus. Each of Parent Capital One and Company shallNorth Fork shall use its reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing, and Capital One and North Fork shall cause thereafter mail or deliver the Joint Proxy Statement to its Subsidiaries torespective stockholders. Capital One shall file the opinion described in Section 7.3(c) on a post-effective amendment to the Form S-4. Capital One shall also use its reasonable best efforts to obtain all necessary state securities law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and North Fork shall furnish all information concerning North Fork and the holders of North Fork Common Stock as may be reasonably requested in connection with any such action.
(b) The parties shall cooperate with each other and use their respective reasonable best efforts to (i) take, or cause to be taken, all actions necessary, proper to comply promptly with all legal requirements which may be imposed on such party or its Subsidiaries with respect to the transactions contemplated hereby, including obtaining any third party consent which may be required to be obtained in connection with the transactions contemplated hereby, and, subject to the conditions set forth in Article VII hereof, to consummate the transactions contemplated hereby (including, for purposes of this Section 6.1, required in order to continue any contract or agreement with Company or its Subsidiaries following Closing or to avoid any penalty or other fee under such contracts and agreements, in each case arising in connection with the transactions contemplated hereby) and (ii) obtain (and cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity which is required or advisable to be obtained by Company or Parent, respectively, or any of their respective Subsidiaries in connection with the transactions contemplated by this Agreement. The parties hereto shall cooperate with each other and promptly prepare and file all necessary documentation, and to effect all applications, notices, petitions and filings (including, if required, notification under the HSR Act or any other antitrust or competition law)filings, to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which that are necessary or advisable to consummate the transactions contemplated by this AgreementAgreement (including the Merger), and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such third parties, Regulatory Agencies or Governmental Entities. Parent North Fork and Company Capital One shall have the right to review in advance advance, and, to the extent practicable, each will consult the other on, in each case subject to applicable laws relating to the exchange confidentiality of information, all the information relating to Company North Fork or ParentCapital One, as the case may be, and any of their respective Subsidiaries, which appear in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto shall act reasonably and as promptly as practicable. The parties hereto agree that they will shall consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated herein. Each of Parent and Company shall use their reasonable best efforts to resolve any objections that may be asserted by any Governmental Entity with respect to this Agreement or the transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement herein shall be deemed to require Parent Capital One to take to any action, or commit to take any action, or agree to any condition or restrictionsrestriction, in connection with obtaining the foregoing permits, consents, approvals and authorizations of Governmental Entities or third parties Entities, that would reasonably be expected to have a material adverse effect on the business, results of operations or financial condition of Company or Parent (measured on a scale relative to Company and its Subsidiaries taken as a wholeNorth Fork) following the Closing on either Capital One or North Fork (a “Materially Burdensome Regulatory Condition”).
(bc) Parent Each of Capital One and Company North Fork shall, upon request, furnish each to the other with all information concerning Parentitself, Company and their respective its Subsidiaries, directors, officers and shareholders stockholders and such other matters as may be reasonably necessary or advisable in connection with the Joint Proxy Statement, the Form S-4 or any other statement, filing, notice or application made by or on behalf of ParentCapital One, Company North Fork or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement.
(cd) Parent Each of Capital One and Company North Fork shall promptly advise each the other upon receiving any communication from any Regulatory Agency or Governmental Entity or third party whose consent or approval of which is required for consummation of the transactions contemplated by this Agreement which that causes such party to believe that there is a reasonable likelihood that any Capital One Requisite Regulatory Approval or other consent or approval North Fork Requisite Regulatory Approval, respectively, will not be obtained or that the receipt of any such approval will may be materially delayed.
(e) North Fork shall cooperate with such reasonable requests as may be made by Capital One with respect to any post-Closing reorganization of Capital One’s and North Fork’s Subsidiaries, including filing prior to the Closing such applications with Regulatory Agencies or Governmental Entities as may be necessary or desirable in connection with any such reorganization.
Appears in 1 contract
Regulatory Matters. (a) Each of Parent Purchaser and Company shall, FNBNC shall prepare and shall cause its Subsidiaries to, use their respective reasonable best efforts to (i) take, or cause to be taken, all actions necessary, proper to comply file as promptly with all legal requirements which may be imposed on as practicable such party or its Subsidiaries with respect regulatory filings as are applicable to the transactions contemplated herebyPurchase. The Trustee, including obtaining BVI, the Company and the Bank agree to cooperate in the preparation of such filings and will provide all required approvals and take any third party consent which may be other action reasonably required to be obtained or expected of them under the terms of this Agreement in connection with the transactions contemplated hereby, and, subject to the conditions set forth in Article VII hereof, order to consummate the transactions contemplated hereby Purchase as promptly as practicable after the date hereof.
(includingb) Without limiting the foregoing, for purposes of this Section 6.1the parties hereto, required in order to continue any contract or agreement with Company or its Subsidiaries following Closing or to avoid any penalty or other fee under such contracts and agreements, in each case arising in connection with the transactions contemplated hereby) and (ii) obtain (and cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity which is required or advisable to be obtained by Company or Parent, respectively, or any of their respective Subsidiaries in connection with the transactions contemplated by this Agreement. The parties hereto shall cooperate with each other and use their commercially reasonable efforts to promptly prepare and file all necessary documentation, and to effect all applications, notices, petitions and filings (including, if required, notification under the HSR Act or any other antitrust or competition law), and to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and or Governmental Entities which that are necessary or advisable to consummate the transactions contemplated by this AgreementAgreement and to comply with the terms and conditions thereof. Parent Each of BVI, the Company, the Bank, Purchaser and Company FNBNC shall have the right to review in advance andadvance, and to the extent practicable, practicable each will consult the other on, in each case subject to applicable laws relating to the exchange of informationinformation and the right of each party to withhold information that its board of directors or manager reasonably determines in good faith should be withheld for reasons of privacy, confidentiality or fiduciary duty, all the information relating to Company the BVI, the Company, the Bank, Purchaser or Parent, as the case may be, and any of their respective Subsidiaries, which appear FNBNC that appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto shall act reasonably and as promptly as practicable. The parties hereto BVI, the Company, the Trustee, the Bank, Purchaser and FNBNC agree that they will consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and or Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to completion consummation of the transactions contemplated herein. Each of Parent and Company shall use their reasonable best efforts to resolve any objections that may be asserted by any Governmental Entity with respect to this Agreement or the transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall be deemed to require Parent to take to any action, or commit to take any action, or agree to any condition or restrictions, in connection with obtaining the foregoing permits, consents, approvals and authorizations of Governmental Entities or third parties that would reasonably be expected to have a material adverse effect on the business, results of operations or financial condition of Company or Parent (measured on a scale relative to Company and its Subsidiaries taken as a whole) following the Closing (a “Materially Burdensome Regulatory Condition”)hereby.
(bc) Parent BVI, the Company, the Trustee, the Bank, Purchaser and Company FNBNC shall, upon request, subject to applicable laws relating to the exchange of information and the right of each party to withhold information its board of directors or manager reasonably determines in good faith should be withheld for reasons of privacy, confidentiality or fiduciary duty, furnish each other with all information concerning Parentthemselves, Company and their respective Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with any statement, filing, notice or application made by or on behalf of ParentBVI, Company the Company, the Trustee, the Bank, Purchaser or FNBNC or any of their respective Subsidiaries to any Governmental Entity in connection with the Purchase and the other transactions contemplated by this Agreement.
(cd) Parent Each of BVI, the Company, the Bank, Purchaser and Company FNBNC shall promptly advise each other upon receiving furnish the others copies of non-confidential written communications received by it or by any communication from of its respective Subsidiaries, from, or delivered by any of the foregoing to, any Governmental Entity or third party whose consent or approval is required for consummation in respect of the transactions contemplated by this Agreement which causes such party to believe that there is a reasonable likelihood that any Regulatory Approval or other consent or approval will not be obtained or that the receipt of any such approval will be materially delayedAgreement.
Appears in 1 contract
Regulatory Matters. (a) Each The parties hereto will cooperate with each other and, as soon as reasonably practicable after the date of Parent this Agreement, will prepare and Company shall, and shall cause its Subsidiaries to, use their respective reasonable best efforts to file (i) take, required or cause to be taken, all actions necessary, proper to comply promptly with all legal requirements which may be imposed on such party or its Subsidiaries with respect to necessary notification and report forms under the transactions contemplated hereby, including obtaining any third party consent which may be required to be obtained in connection HSR Act and the rules and regulations promulgated thereunder with the transactions contemplated hereby, and, subject to U.S. Federal Trade Commission and the conditions set forth U.S. Department of Justice (in Article VII hereof, to consummate no event later than five (5) Business Days after the transactions contemplated hereby (including, for purposes date of this Section 6.1, required in order to continue any contract or agreement with Company or its Subsidiaries following Closing or to avoid any penalty or other fee under such contracts and agreements, in each case arising in connection with the transactions contemplated herebyAgreement) and (ii) obtain (notifications, filings, registrations and cooperate with the other party materials required or necessary under any other applicable Antitrust Laws, and will respond as promptly as practicable to obtain) any consent, authorization, order all requests or approval of, or any exemption by, inquiries received from any Governmental Entity which is required Authority for additional documentation or advisable to be obtained by Company or Parent, respectively, or any of their respective Subsidiaries in connection with the transactions contemplated by this Agreementinformation. The parties hereto shall will also cooperate with each other and will make such other filings as are necessary, if any, in other jurisdictions in order to comply with all applicable Law and will promptly prepare provide any supplemental information or documentation requested by any Governmental Authority relating thereto. Sellers and file Buyers will bear their own costs and expenses incurred in connection with such filings; provided, that Buyers will pay all necessary documentationfiling fees in connection therewith.
(b) Each party hereto, to the extent permitted by applicable Law, will promptly notify the other parties in writing of any material communication it or any of its Affiliates receives from any Governmental Authority relating to the matters that are the subject of this Agreement, and permit the other parties to effect all applications, notices, petitions and filings (including, if required, notification under the HSR Act or any other antitrust or competition law)review in advance, to obtain as promptly as practicable all permitsthe extent permitted by Law, consentsany proposed material communication by such party to any Governmental Authority. Each party hereto will agree to participate in any material meeting with any Governmental Authority in respect of any filings, approvals and authorizations of all third investigations, or other inquiries unless the party consults with the other parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this Agreement. Parent and Company shall have the right to review in advance and, to the extent practicablepermitted by such Governmental Authority, each will consult gives the other on, in each case subject parties the opportunity to applicable laws relating attend and participate at such meeting. Subject to the exchange of informationConfidentiality Agreement and applicable Law, all the parties hereto will coordinate and cooperate fully and promptly with one another in exchanging such information relating to Company or Parent, and providing such assistance as the case other parties may be, and any of their respective Subsidiaries, which appear in any filing made with, or written materials submitted to, any third party or any Governmental Entity reasonably request in connection with the transactions contemplated by this Agreementforegoing and in seeking early termination of any applicable waiting periods, including those under the HSR Act and any other applicable Antitrust Laws. In exercising Subject to the foregoing rightConfidentiality Agreement and applicable Law, each of the parties hereto shall act reasonably and as promptly as practicable. The parties hereto agree that they will consult provide one another with each other with respect to the obtaining copies of all permitsmaterial correspondence, consentsfilings, approvals or communications between them or any of their representatives, on the one hand, and authorizations any Governmental Authority or members of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep its staff, on the other apprised of the status of matters relating to completion of the transactions contemplated herein. Each of Parent and Company shall use their reasonable best efforts to resolve any objections that may be asserted by any Governmental Entity hand, with respect to this Agreement or the transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall be deemed to require Parent to take to any action, or commit to take any action, or agree to any condition or restrictions, in connection with obtaining the foregoing permits, consents, approvals and authorizations of Governmental Entities or third parties that would reasonably be expected to have a material adverse effect on the business, results of operations or financial condition of Company or Parent (measured on a scale relative to Company and its Subsidiaries taken as a whole) following the Closing (a “Materially Burdensome Regulatory Condition”).
(b) Parent and Company shall, upon request, furnish each other with all information concerning Parent, Company and their respective Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary in connection with any statement, filing, notice or application made by or on behalf of Parent, Company or any of their respective Subsidiaries to any Governmental Entity in connection with the transactions contemplated by this Agreement.
(c) Parent and Company shall promptly advise each other upon receiving Buyers will use commercially reasonable efforts to obtain any communication required approval from any Governmental Entity Authority and to prevent the initiation of any lawsuit by any Governmental Authority under any Antitrust Laws or third party whose consent the entry of any decree, judgment, injunction, or approval is required for consummation of order that would otherwise make the transactions contemplated by this Agreement which causes such party to believe that there is a reasonable likelihood that unlawful.
(d) From the date of this Agreement through the date of termination of the required waiting periods under the HSR Act and under any Regulatory Approval or other consent or approval applicable Antitrust Laws, Buyers and their Affiliates will not take any action that could reasonably be obtained expected to hinder or that delay the receipt obtaining of any clearance or the expiration of the required waiting periods under the HSR Act and such approval will be materially delayedother applicable Antitrust Laws.
Appears in 1 contract
Regulatory Matters. (a) Capital One and North Fork shall promptly prepare and file with the SEC the Form S-4, in which the Joint Proxy Statement will be included as a prospectus. Each of Parent Capital One and Company shallNorth Fork shall use its reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing, and Capital One and North Fork shall cause thereafter mail or deliver the Joint Proxy Statement to its Subsidiaries torespective stockholders. Capital One shall file the opinion described in Section 7.3(c) on a post-effective amendment to the Form S-4. Capital One shall also use its reasonable best efforts to obtain all necessary state securities law or "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement, and North Fork shall furnish all information concerning North Fork and the holders of North Fork Common Stock as may be reasonably requested in connection with any such action.
(b) The parties shall cooperate with each other and use their respective reasonable best efforts to (i) take, or cause to be taken, all actions necessary, proper to comply promptly with all legal requirements which may be imposed on such party or its Subsidiaries with respect to the transactions contemplated hereby, including obtaining any third party consent which may be required to be obtained in connection with the transactions contemplated hereby, and, subject to the conditions set forth in Article VII hereof, to consummate the transactions contemplated hereby (including, for purposes of this Section 6.1, required in order to continue any contract or agreement with Company or its Subsidiaries following Closing or to avoid any penalty or other fee under such contracts and agreements, in each case arising in connection with the transactions contemplated hereby) and (ii) obtain (and cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity which is required or advisable to be obtained by Company or Parent, respectively, or any of their respective Subsidiaries in connection with the transactions contemplated by this Agreement. The parties hereto shall cooperate with each other and promptly prepare and file all necessary documentation, and to effect all applications, notices, petitions and filings (including, if required, notification under the HSR Act or any other antitrust or competition law)filings, to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which that are necessary or advisable to consummate the transactions contemplated by this AgreementAgreement (including the Merger), and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such third parties, Regulatory Agencies or Governmental Entities. Parent North Fork and Company Capital One shall have the right to review in advance advance, and, to the extent practicable, each will consult the other on, in each case subject to applicable laws relating to the exchange confidentiality of information, all the information relating to Company North Fork or ParentCapital One, as the case may be, and any of their respective Subsidiaries, which appear in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto shall act reasonably and as promptly as practicable. The parties hereto agree that they will shall consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated herein. Each of Parent and Company shall use their reasonable best efforts to resolve any objections that may be asserted by any Governmental Entity with respect to this Agreement or the transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement herein shall be deemed to require Parent Capital One to take to any action, or commit to take any action, or agree to any condition or restrictionsrestriction, in connection with obtaining the foregoing permits, consents, approvals and authorizations of Governmental Entities or third parties Entities, that would reasonably be expected to have a material adverse effect on the business, results of operations or financial condition of Company or Parent (measured on a scale relative to Company and its Subsidiaries taken as a wholeNorth Fork) following the Closing on either Capital One or North Fork (a “Materially Burdensome Regulatory Condition”"MATERIALLY BURDENSOME REGULATORY CONDITION").
(bc) Parent Each of Capital One and Company North Fork shall, upon request, furnish each to the other with all information concerning Parentitself, Company and their respective its Subsidiaries, directors, officers and shareholders stockholders and such other matters as may be reasonably necessary or advisable in connection with the Joint Proxy Statement, the Form S-4 or any other statement, filing, notice or application made by or on behalf of ParentCapital One, Company North Fork or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement.
(cd) Parent Each of Capital One and Company North Fork shall promptly advise each the other upon receiving any communication from any Regulatory Agency or Governmental Entity or third party whose consent or approval of which is required for consummation of the transactions contemplated by this Agreement which that causes such party to believe that there is a reasonable likelihood that any Capital One Requisite Regulatory Approval or other consent or approval North Fork Requisite Regulatory Approval, respectively, will not be obtained or that the receipt of any such approval will may be materially delayed.
(e) North Fork shall cooperate with such reasonable requests as may be made by Capital One with respect to any post-Closing reorganization of Capital One's and North Fork's Subsidiaries, including filing prior to the Closing such applications with Regulatory Agencies or Governmental Entities as may be necessary or desirable in connection with any such reorganization.
Appears in 1 contract
Regulatory Matters. (a) The Buyer shall promptly prepare and file with the SEC the S-4. Each of Parent the Buyer and the Company shall, and shall cause its Subsidiaries to, use their respective reasonable best efforts to have the S-4 declared effective under the Securities Act as promptly as practicable after such filing.
(ib) take, or cause to be taken, all actions necessary, proper to comply promptly with all legal requirements which may be imposed on such party or its Subsidiaries with respect to the transactions contemplated hereby, including obtaining any third party consent which may be required to be obtained in connection with the transactions contemplated hereby, and, subject to the conditions set forth in Article VII hereof, to consummate the transactions contemplated hereby (including, for purposes of this Section 6.1, required in order to continue any contract or agreement with Company or its Subsidiaries following Closing or to avoid any penalty or other fee under such contracts and agreements, in each case arising in connection with the transactions contemplated hereby) and (ii) obtain (and cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity which is required or advisable to be obtained by Company or Parent, respectively, or any of their respective Subsidiaries in connection with the transactions contemplated by this Agreement. The parties hereto shall cooperate with each other and use their reasonable best efforts to promptly prepare and file all necessary documentation, and to effect all applications, notices, petitions and filings (includingfilings, if required, notification under the HSR Act or any other antitrust or competition law), and to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which are necessary or advisable to consummate the Merger and the other transactions contemplated by this Agreement. Parent The Company and Company the Buyer shall have the right to review in advance andadvance, and to the extent practicable, practicable each will consult the other on, in each case subject to applicable laws Laws relating to the exchange of information, all the information relating to Company the Company, on the one hand, or Parentthe Buyer, as on the case may beother hand, and any of their respective SubsidiariesAffiliates, which appear appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto shall act reasonably and as promptly as practicable. The parties hereto agree that they will consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated herein. Each of Parent and Company shall use their reasonable best efforts to resolve any objections that may be asserted by any Governmental Entity with respect to this Agreement or the transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall be deemed to require Parent to take to any action, or commit to take any action, or agree to any condition or restrictions, in connection with obtaining the foregoing permits, consents, approvals and authorizations of Governmental Entities or third parties that would reasonably be expected to have a material adverse effect on the business, results of operations or financial condition of Company or Parent (measured on a scale relative to Company and its Subsidiaries taken as a whole) following the Closing (a “Materially Burdensome Regulatory Condition”).
(bc) Parent The Buyer and the Company shall, upon request, promptly furnish each other with all information concerning Parentthemselves, Company and their respective Subsidiaries, directors, officers and shareholders stockholders and such other matters as may be reasonably necessary or advisable in connection with the S-4 or any other statement, filing, notice or application made by or on behalf of Parentthe Buyer, the Company or any of their respective Subsidiaries Affiliates to any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement.
(cd) Parent The Buyer and the Company shall promptly advise furnish each other upon receiving with copies of written communications received by the Buyer or the Company, as the case may be, or any communication from of their respective Subsidiaries or Affiliates from, or delivered by any of the foregoing to, any Governmental Entity or third party whose consent or approval is required for consummation in respect of the transactions contemplated by this Agreement which causes such party to believe that there is a reasonable likelihood that any Regulatory Approval or other consent or approval will not be obtained or that the receipt of any such approval will be materially delayedhereby.
Appears in 1 contract
Regulatory Matters. (a) Each of Parent Purchaser and Company Seller shall, and shall cause its Subsidiaries to, use their respective reasonable best efforts to (i) take, or cause to be taken, all actions necessary, proper to comply promptly with all legal requirements which may be imposed on such party or its Subsidiaries with respect to the transactions contemplated hereby, including obtaining any third party consent which may be required to be obtained in connection with the transactions contemplated hereby, and, subject to the conditions set forth in Article VII hereof, to consummate the transactions contemplated hereby (including, for purposes of this Section 6.1, required in order to continue prevent the termination of any contract or agreement with Company or its Subsidiaries following to be transferred to Purchaser at Closing or to avoid any penalty or other fee under such contracts and agreements, in each case arising in connection with the transactions contemplated hereby) and (ii) obtain (and cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity which is required or advisable to be obtained by Company Seller or ParentPurchaser, respectively, or any of their respective Subsidiaries in connection with the transactions contemplated by this Agreement. The parties hereto shall cooperate with each other and promptly prepare and file all necessary documentation, and to effect all applications, notices, petitions and filings (including, if required, notification under the HSR Act or any other antitrust or competition law), to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this Agreement. Parent Purchaser and Company Seller shall have the right to review in advance and, to the extent practicable, each will consult the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to Company Seller or ParentPurchaser, as the case may be, and any of their respective Subsidiaries, which appear in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto shall act reasonably and as promptly as practicable. The parties hereto agree that they will consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated herein. Each of Parent Purchaser and Company Seller shall use their reasonable best efforts to resolve any objections that may be asserted by any Governmental Entity with respect to this Agreement or the transactions contemplated by this Agreement. Notwithstanding the foregoingFor purposes of this Section 6.1(a), nothing contained “reasonable best efforts” shall include executing settlements, undertakings, consent decrees, stipulations or other agreements; provided, that, in this Agreement no event shall Purchaser or Seller be deemed to require Parent to take to any action, or commit required to take any action, action or agree to take any condition or restrictions, in connection with obtaining the foregoing permits, consents, approvals and authorizations of Governmental Entities or third parties action pursuant to this Section 6.1(a) that would involve the divestiture or holding separate of any assets of Purchaser or Seller or their respective Affiliates (other than pursuant to Section 2.5), which such party reasonably determines to be expected materially adverse to have a material adverse effect on the business, results benefits of operations or financial condition of Company or Parent the transactions contemplated hereby (measured on a scale relative to Company and its Subsidiaries (i) the Branches taken as a wholewhole with respect to Purchaser and (ii) with respect to Seller, the pro forma post-Closing consolidated balance sheet of Seller taking into account the effects of the transactions contemplated hereby) following the Closing. For the avoidance of doubt, in the event that Purchaser enters into any agreement with respect a Secondary Transaction, for purposes of this Section 6.1(a) “reasonable best efforts” shall include Purchaser taking any and all actions necessary to modify, suspend or terminate such Secondary Transaction and the regulatory approvals associated therewith so as not to jeopardize or delay the Closing (or the consummation of the transactions contemplated hereby, including delaying, abandoning, or agreeing to regulatory concessions with respect to such Secondary Transaction, and such modifications, suspensions, termination, abandonment and concessions shall not be considered a “Materially Burdensome Regulatory Condition”divestiture or holding separate of any assets” that “materially adverse to the benefits of the transactions contemplated” by this Agreement with respect to Purchaser and this Section 6.1(a).
(b) Parent Purchaser shall not enter into a definitive agreement with respect to any other transaction (a “Secondary Transaction”) to the extent that such Secondary Transaction would be reasonably likely to cause the receipt of the Requisite Regulatory Approvals to be delayed beyond the Outside Date.
(c) Purchaser and Company Seller shall, upon request, furnish each other with all information concerning ParentPurchaser, Company Seller and their respective Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary in connection with any statement, filing, notice or application made by or on behalf of ParentPurchaser, Company Seller or any of their respective Subsidiaries to any Governmental Entity in connection with the transactions contemplated by this Agreement.
(cd) Parent Purchaser and Company Seller shall promptly advise each other upon receiving any communication from any Governmental Entity or third party whose consent or approval is required for consummation of the transactions contemplated by this Agreement which causes such party to believe that there is a reasonable likelihood that any Regulatory Approval or other consent or approval will not be obtained or that the receipt of any such consent or approval will be materially delayed.
Appears in 1 contract
Sources: Branch Purchase Agreement (Mercantile Bancorp, Inc.)
Regulatory Matters. (a) Each of Parent Park Sterling and the Company shall, and shall cause its Subsidiaries to, use their respective reasonable best efforts to (i) take, or cause to be taken, all actions necessary, proper or advisable to comply promptly with all legal requirements which that may be imposed on such party or its Subsidiaries with respect to the transactions contemplated hereby, including obtaining any third third-party consent which may be required to be obtained in connection with the transactions contemplated hereby, and, subject to the conditions set forth in Article ARTICLE VII hereof, to consummate the transactions contemplated hereby (including, for purposes of this Section 6.1, required in order to continue any contract or agreement with the Company or its Subsidiaries following Closing or to avoid any penalty or other fee under such contracts and agreements, in each case arising in connection with the transactions contemplated hereby) and (ii) obtain (and cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity which is required or advisable to be obtained by Company or Parent, respectively, or any of their respective Subsidiaries in connection with the transactions contemplated by this AgreementRegulatory Approvals. The parties hereto shall cooperate with each other and promptly prepare and file all necessary documentation, and to effect all applications, notices, petitions and filings (including, if required, notification under the HSR Act or any other antitrust or competition law)filings, to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this Agreement. Parent Park Sterling and the Company shall have the right to review in advance and, to the extent practicable, each will consult the other on, in each case subject to applicable laws Laws relating to the exchange of information, all the information relating to the Company or ParentPark Sterling, as the case may be, and any of their respective Subsidiaries, which appear in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto shall act reasonably and as promptly as practicable. The parties hereto agree that they will consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated herein. Each of Parent Park Sterling and the Company shall use their reasonable best efforts to resolve any objections that may be asserted by any Governmental Entity with respect to this Agreement or the transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall be deemed to require Parent Park Sterling to take to any action, or commit to take any action, or agree to any condition or restrictions, in connection with obtaining the foregoing permits, consents, approvals and authorizations of Governmental Entities or third parties that would reasonably be expected to have a material an adverse effect on the business, results of operations or financial condition of the Company or Parent Park Sterling (measured on a scale relative to the Company and its Subsidiaries taken as a whole) following the Closing (a “Materially Burdensome Regulatory Condition”).
(b) Parent Park Sterling and the Company shall, upon request, furnish each other with all information concerning ParentPark Sterling, the Company and their respective Subsidiaries, directors, officers and shareholders stockholders and such other matters as may be reasonably necessary in connection with any statement, filing, notice or application made by or on behalf of ParentPark Sterling, the Company or any of their respective Subsidiaries to any Governmental Entity in connection with the transactions contemplated by this Agreement.
(c) Parent Park Sterling and the Company shall promptly advise each other upon receiving any communication from any Governmental Entity or third party whose consent or approval is required for consummation of the transactions contemplated by this Agreement which causes such party to believe that there is a reasonable likelihood that any Regulatory Approval or other consent or approval will not be obtained or that the receipt of any such approval will be materially delayed.
Appears in 1 contract
Sources: Merger Agreement (Provident Community Bancshares, Inc.)
Regulatory Matters. (a) Each of Parent and Company shall, and shall cause its Subsidiaries to, use their respective reasonable best efforts to (i) take, or cause to be taken, all actions necessary, proper to comply promptly with all legal requirements which may be imposed on such party or its Subsidiaries with respect to the transactions contemplated hereby, including obtaining any third party consent which may be required to be obtained in connection with the transactions contemplated hereby, and, subject to the conditions set forth in Article VII hereof, to consummate the transactions contemplated hereby (including, for purposes of this Section 6.1, required in order to continue any contract or agreement with Company or its Subsidiaries following Closing or to avoid any penalty or other fee under such contracts and agreements, in each case arising in connection with the transactions contemplated hereby) and (ii) obtain (and cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity which is required or advisable to be obtained by Company or Parent, respectively, or any of their respective Subsidiaries in connection with the transactions contemplated by this Agreement. The parties hereto shall cooperate with each other and use their reasonable best efforts to promptly prepare and file all necessary documentation, and to effect all applications, notices, petitions and filings (includingfilings, if required, notification under the HSR Act or any other antitrust or competition law), and to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this AgreementAgreement and the Bank Merger Agreement (including without limitation the Holding Company Merger and the Bank Merger). Parent Purchaser, the Company and Company the Bank shall have the right to review in advance andadvance, and to the extent practicable, each will consult the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to Company or Parenteither of them, as the case may be, and any of their respective Subsidiariessubsidiaries, which appear in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the Holding Company Merger, the Bank Merger and the other transactions contemplated by this Agreement and by the Bank Merger Agreement. In exercising the foregoing right, each of the parties hereto shall act reasonably and as promptly as practicable. The parties hereto agree that they will consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the Holding Company Merger, the Bank Merger and other transactions contemplated by this Agreement and the Bank Merger Agreement and each party will keep the other apprised of the status of matters relating to the completion of all of the transactions contemplated herein. Each of Parent and Company shall use their reasonable best efforts to resolve any objections that may be asserted by any Governmental Entity with respect to this Agreement or the transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall be deemed to require Parent to take to any action, or commit to take any action, or agree to any condition or restrictions, in connection with obtaining the foregoing permits, consents, approvals and authorizations of Governmental Entities or third parties that would reasonably be expected to have a material adverse effect on the business, results of operations or financial condition of Company or Parent (measured on a scale relative to Company and its Subsidiaries taken as a whole) following the Closing (a “Materially Burdensome Regulatory Condition”)hereby.
(b) Parent Purchaser, the Company and Company the Bank shall, upon request, furnish each other with all information concerning Parentthemselves, Company and their respective Subsidiariessubsidiaries, directors, officers and shareholders stockholders and such other matters as may be reasonably necessary or advisable in connection with any statement, filing, notice or application made by or on behalf of ParentPurchaser, Company the Company, the Bank or any of their respective Subsidiaries subsidiaries to any Governmental Entity in connection with the Holding Company Merger, the Bank Merger or the other transactions contemplated by this Agreement and the Bank Merger Agreement.
(c) Parent Purchaser, the Company and Company the Bank shall promptly advise furnish each other upon receiving with copies of written communications received by Purchaser or the Company, as the case may be, or any communication from of their respective subsidiaries, affiliates or associates (as such terms are defined in Rule 12b-2 under the Exchange Act as in effect on the date of this Agreement) from, or delivered by any of the foregoing to, any Governmental Entity or third party whose consent or approval is required for consummation in respect of the Holding Company Merger, the Bank Merger and the other transactions contemplated by this Agreement which causes such party to believe that there is a reasonable likelihood that any Regulatory Approval or other consent or approval will not be obtained or that and the receipt of any such approval will be materially delayedBank Merger Agreement.
Appears in 1 contract
Regulatory Matters. (a) Each The Parties shall promptly cooperate with each other in the preparation and mailing of Parent and Company shall, and shall cause its Subsidiaries to, use their respective reasonable best efforts to (i) take, or cause to be taken, all actions necessary, proper to comply promptly with all legal requirements which may be imposed on such party or its Subsidiaries with respect the Proxy Statement relating to the transactions contemplated hereby, including obtaining any third party consent which may be required meeting of shareholders of Seller and thereafter Seller shall promptly mail to be obtained in connection with its shareholders the transactions contemplated hereby, and, subject to the conditions set forth in Article VII hereof, to consummate the transactions contemplated hereby Proxy Statement.
(including, for purposes of this Section 6.1, required in order to continue any contract or agreement with Company or its Subsidiaries following Closing or to avoid any penalty or other fee under such contracts and agreements, in each case arising in connection with the transactions contemplated herebyb) and (ii) obtain (and cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity which is required or advisable to be obtained by Company or Parent, respectively, or any of their respective Subsidiaries in connection with the transactions contemplated by this Agreement. The parties hereto Parties shall cooperate with each other and use their reasonable best efforts to promptly prepare and file within 45 days after the date hereof or as soon thereafter as is reasonably practicable, all necessary documentation, and to effect all applications, notices, petitions and filings (includingfilings, if required, notification under the HSR Act or any other antitrust or competition law), and to obtain as promptly as practicable all permits, consents, approvals and authorizations of all Governmental Entities and third parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this AgreementTransactions. Parent and Company Each Party shall have the right to review in advance andadvance, and to the extent practicable, practicable each will consult with the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to Company or Parent, as the case may be, and any of their respective Subsidiaries, which appear appears in any filing made by the other Party with, or written materials submitted toby the other Party, to any third party or any Governmental Entity in connection with the transactions contemplated by this AgreementTransactions. In exercising the foregoing right, each of the parties hereto Party shall act reasonably and as promptly as practicable. The parties hereto Parties agree that they will consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement Transactions and each party Party will keep the other apprised of the status of matters relating to completion of the transactions contemplated hereinTransactions. Each of Parent and Company shall The Parties agree that they will use their reasonable best efforts to resolve any objections that may be asserted by any Governmental Entity with respect cause the Closing Date to this Agreement or the transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall be deemed to require Parent to take to any actionoccur on, or commit to take any actionbefore, or agree to any condition or restrictionsJune 30, in connection with obtaining the foregoing permits, consents, approvals and authorizations of Governmental Entities or third parties that would reasonably be expected to have a material adverse effect on the business, results of operations or financial condition of Company or Parent (measured on a scale relative to Company and its Subsidiaries taken as a whole) following the Closing (a “Materially Burdensome Regulatory Condition”)2004.
(bc) Parent and Company Each Party shall, upon request, furnish each the other Party with all information concerning Parentitself, Company and their respective its Subsidiaries, directorsdirectors and officers, officers and the shareholders of Seller and such other matters as may be reasonably necessary or advisable in connection with any statement, filing, notice or application made by or on behalf of Parent, Company any Party or any of their respective its Subsidiaries to any Governmental Entity in connection with the transactions contemplated by this AgreementTransactions.
(cd) Parent and Company Each Party shall promptly advise each furnish the other upon receiving Party with copies of written communications received by it or any communication from of its Subsidiaries from, or delivered by any of the foregoing to, any Governmental Entity or third party whose consent or approval is required for consummation in respect of the transactions contemplated by this Agreement which causes such party to believe that there is a reasonable likelihood that any Regulatory Approval or other consent or approval will not be obtained or that the receipt of any such approval will be materially delayedTransactions.
Appears in 1 contract
Sources: Merger Agreement (Teche Holding Co)
Regulatory Matters. (a) Each of Parent Parent, Crescent Bank and Company VantageSouth shall, and shall cause its Subsidiaries to, use their respective reasonable best efforts to (i) take, or cause to be taken, all actions necessary, necessary and proper to comply promptly with all legal requirements which may be imposed on such party Party or its Subsidiaries with respect to the transactions contemplated hereby, including obtaining any third party consent which may be required to be obtained in connection with the transactions contemplated hereby, and, subject to the conditions set forth in Article VII hereof, to consummate the transactions contemplated hereby (including, for purposes of this Section 6.1, required in order to continue any contract or agreement with Company or its Subsidiaries VantageSouth following Closing or to avoid any penalty or other fee under such contracts and agreements, in each case arising in connection with the transactions contemplated hereby) and (ii) obtain (and cooperate with the other party Party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity which is required or advisable to be obtained by Company VantageSouth, Parent or ParentCrescent Bank, respectively, or any of their respective Subsidiaries Subsidiaries, in connection with the transactions contemplated by this Agreement. The parties hereto shall cooperate with each other and promptly prepare and file all necessary documentation, and to effect all applications, notices, petitions and filings (including, if required, notification under the HSR Act or any other antitrust or competition law), to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this Agreement. Parent Parent, Crescent Bank and Company VantageSouth shall have the right to review in advance and, to the extent practicable, each will consult the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to Company VantageSouth, Parent or ParentCrescent Bank, as the case may be, and any of their respective Subsidiaries, which appear in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto shall act reasonably and as promptly as practicable. The parties hereto agree that they will consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement Agreement, and each party Party will keep the other apprised of the status of matters relating to completion of the transactions contemplated herein. Each of Parent Parent, Crescent Bank and Company VantageSouth shall use their reasonable best efforts to resolve any objections that may be asserted by any Governmental Entity with respect to this Agreement Agreement, or the transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall be deemed to require Parent or Crescent Bank to take to any action, or commit to take any action, or agree to any condition or restrictions, in connection with obtaining the foregoing permits, consents, approvals and authorizations of Governmental Entities or third parties that would reasonably be expected to have a material adverse effect Material Adverse Effect on the business, results of operations or financial condition of Company or Parent (measured on a scale relative to Company and its Subsidiaries taken as a whole) Crescent Bank following the Closing (a “Materially Burdensome Regulatory Condition”).
(b) Parent Parent, Crescent Bank and Company VantageSouth shall, upon request, furnish each other with all information concerning Parent, Company Crescent Bank, VantageSouth and their respective Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary in connection with any statement, filing, notice or application made by or on behalf of Parent, Company Crescent Bank, VantageSouth or any of their respective Subsidiaries to any Governmental Entity in connection with the transactions contemplated by this Agreement.
(c) Parent Parent, Crescent Bank and Company VantageSouth shall promptly advise each other upon receiving any communication from any Governmental Entity or third party whose consent or approval is required for consummation of the transactions contemplated by this Agreement which causes such party Party to believe that there is a reasonable likelihood that any Regulatory Approval or other consent or approval will not be obtained or that the receipt of any such approval will be materially delayed.
Appears in 1 contract
Sources: Merger Agreement (Crescent Financial Bancshares, Inc.)
Regulatory Matters. (a) Each of Parent and Company shall, and AAC shall cause have filed its Subsidiaries to, use their respective reasonable best efforts to (i) take, or cause to be taken, all actions necessary, proper to comply promptly application for change in control with all legal requirements which may be imposed required exhibits and related documents on such party or its Subsidiaries with respect to before 60 days after the transactions contemplated hereby, including obtaining any third party consent which may be required to be obtained in connection with the transactions contemplated hereby, and, subject to the conditions set forth in Article VII hereof, to consummate the transactions contemplated hereby (including, for purposes date of this Section 6.1, required in order to continue any contract or agreement with Company or its Subsidiaries following Closing or to avoid any penalty or other fee under such contracts and agreements, in each case arising in connection with the transactions contemplated hereby) and (ii) obtain (and cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity which is required or advisable to be obtained by Company or Parent, respectively, or any of their respective Subsidiaries in connection with the transactions contemplated by this Agreement. The parties hereto Each of the Company, the Bank, FFG and AAC shall cooperate with each other and promptly use their best efforts to prepare and file all necessary documentation, and documentation to effect all applications, notices, petitions necessary filings and filings (including, if required, notification under the HSR Act or any other antitrust or competition law), to obtain as promptly as practicable all necessary permits, consents, approvals and authorizations of all third parties and Governmental Entities which are governmental bodies necessary or advisable to consummate the transactions contemplated by this AgreementAgreement as soon as practicable. Parent and Company The parties shall each have the right to review and approve in advance and, to the extent practicable, each will consult the other on, in each case subject to applicable laws all information relating to the exchange of information, all the information relating to Company or Parentother, as the case may be, and any of their respective Subsidiariessubsidiaries, which appear appears in any filing made with, or written materials material submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto shall act reasonably and as promptly as practicable. The parties hereto agree that they will consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated herein. Each of Parent and Company shall use their reasonable best efforts to resolve any objections that may be asserted by any Governmental Entity with respect to this Agreement or the transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall be deemed to require Parent to take to any action, or commit to take any action, or agree to any condition or restrictions, in connection with obtaining the foregoing permits, consents, approvals and authorizations of Governmental Entities or third parties that would reasonably be expected to have a material adverse effect on the business, results of operations or financial condition of Company or Parent (measured on a scale relative to Company and its Subsidiaries taken as a whole) following the Closing (a “Materially Burdensome Regulatory Condition”).
(b) Parent and Company shall, upon request, furnish each other with all information concerning Parent, Company and their respective Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary in connection with any statement, filing, notice or application made by or on behalf of Parent, Company or any of their respective Subsidiaries to any Governmental Entity governmental body in connection with the transactions contemplated by this Agreement.
(cb) Parent and Company shall promptly advise Each of the parties will furnish each other upon receiving with all information concerning themselves, their directors, officers and stockholders and such other matters as may be necessary or advisable in connection with any communication from statement or application made by or on behalf of them to any Governmental Entity governmental body in connection with the Merger and the other transactions, applications or third party whose consent or approval is required for consummation of the transactions filings contemplated by this Agreement which causes Agreement.
(c) Each of the parties will (provided the OTS does not object in the case of communications between the Company or the Bank and the OTS) promptly furnish each other with copies of written communications received by them from, or delivered by any of the foregoing to, any governmental body in connection with the Merger and the other transactions, applications or filings contemplated by this Agreement.
(d) Each of the Company, FFG and AAC agrees that if such party shall become aware prior to believe that there is a reasonable likelihood that any Regulatory Approval or other consent or approval will not be obtained or that the receipt mailing date of the Proxy Statement of any information furnished by such approval will party that would cause any of the statements in the Proxy Statement to be materially delayedfalse or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading, to promptly inform the other parties thereof and to take the necessary steps to correct the Proxy Statement.
Appears in 1 contract
Regulatory Matters. (a) Each of Parent The Company and Company shallHoldco, on the one hand, and shall cause its Subsidiaries tothe Purchasers, use their respective reasonable best efforts to (i) take, or cause to be taken, all actions necessary, proper to comply promptly with all legal requirements which may be imposed on such party or its Subsidiaries with respect to the transactions contemplated hereby, including obtaining any third party consent which may be required to be obtained in connection with the transactions contemplated hereby, and, subject to the conditions set forth in Article VII hereof, to consummate the transactions contemplated hereby (including, for purposes of this Section 6.1, required in order to continue any contract or agreement with Company or its Subsidiaries following Closing or to avoid any penalty or other fee under such contracts and agreements, in each case arising in connection with the transactions contemplated hereby) and (ii) obtain (and cooperate with the other party to obtain) any consenthand, authorization, order or approval of, or any exemption by, any Governmental Entity which is required or advisable to be obtained by Company or Parent, respectively, or any of their respective Subsidiaries in connection with the transactions contemplated by this Agreement. The parties hereto shall will cooperate with each other and use their respective commercially reasonable efforts to promptly prepare and file file, or cooperate in the filing of, all necessary documentation, and to effect including all applications, notices, petitions reports and filings (including, if required, notification under the HSR Act or any other antitrust or competition law)petitions, to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which that are necessary or advisable to consummate the transactions contemplated by this Agreementhereby and to comply in all material respects with the terms and conditions of all such permits, consents, approvals and authorizations of all such Governmental Entities. Parent The Company and Company shall Holdco, on the one hand, and each Purchaser, on the other hand, will have the right to review in advance advance, and, to the extent practicable, each will consult the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to Company the Company, Holdco or Parentsuch Purchaser, as the case may be, and any of their respective Subsidiariessubsidiaries, which appear in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreementhereby. In exercising the foregoing right, the Company and Holdco, on the one hand, and each of Purchaser, on the parties hereto shall other hand, will act reasonably and as promptly as practicable. The parties hereto agree that they Company and Holdco, on the one hand, and each Purchaser, on the other hand, will consult with each other with respect to the obtaining of efforts to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement hereby, and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated hereinthose efforts. Each of Parent The Company and Company shall use their reasonable best efforts to resolve any objections that may be asserted by any Governmental Entity with respect to this Agreement or the transactions contemplated by this Agreement. Notwithstanding the foregoingHoldco, nothing contained in this Agreement shall be deemed to require Parent to take to any action, or commit to take any action, or agree to any condition or restrictions, in connection with obtaining the foregoing permits, consents, approvals and authorizations of Governmental Entities or third parties that would reasonably be expected to have a material adverse effect on the businessone hand, results of operations or financial condition of Company or Parent (measured and each Purchaser, on a scale relative to Company and its Subsidiaries taken as a whole) following the Closing (a “Materially Burdensome Regulatory Condition”).
(b) Parent and Company shallother hand, upon request, furnish each other with all information concerning Parent, Company and their respective Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary in connection with any statement, filing, notice or application made by or on behalf of Parent, Company or any of their respective Subsidiaries to any Governmental Entity in connection with the transactions contemplated by this Agreement.
(c) Parent and Company shall will promptly advise each the other parties upon receiving any communication from any Governmental Entity or third party whose relating to any consent or approval which is required for consummation of the transactions contemplated by this Agreement which causes such party to believe that there is a reasonable likelihood that any Regulatory Approval or other consent or approval will not be obtained or that the receipt of any such approval will be materially delayedhereby.
Appears in 1 contract
Regulatory Matters. (a) Each As promptly as practicable following the execution and delivery of Parent this Agreement, HRB and Company shall, and SFC shall cause its Subsidiaries to, use their respective reasonable best efforts to (i) take, or cause to be taken, prepared and filed all actions necessary, proper to comply promptly required applications and filings with all legal requirements the Regulatory Authorities which are necessary or contemplated for the obtaining of the Consents of the Regulatory Authorities or consummation of the Merger. Such applications and filings shall be in such form as may be imposed on prescribed by the respective government agencies and shall contain such party or its Subsidiaries with respect to the transactions contemplated hereby, including obtaining any third party consent which information as they may be required to be obtained in connection with the transactions contemplated hereby, and, subject to the conditions set forth in Article VII hereof, to consummate the transactions contemplated hereby (including, for purposes of this Section 6.1, required in order to continue any contract or agreement with Company or its Subsidiaries following Closing or to avoid any penalty or other fee under such contracts and agreements, in each case arising in connection with the transactions contemplated hereby) and (ii) obtain (and cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity which is required or advisable to be obtained by Company or Parent, respectively, or any of their respective Subsidiaries in connection with the transactions contemplated by this Agreementrequire. The parties hereto shall will cooperate with each other and promptly use their best efforts to prepare and file execute all necessary documentation, and to effect all applications, notices, petitions necessary or contemplated filings and filings (including, if required, notification under the HSR Act or any other antitrust or competition law), to obtain as promptly as practicable all necessary or contemplated permits, consents, approvals approvals, rulings and authorizations of all government agencies and third parties and Governmental Entities which are necessary or advisable contemplated to consummate the transactions contemplated by this Agreement, including, without limitation, those required or contemplated from the Regulatory Authorities, and the shareholders of SFC and HRB. Parent and Company Each of the parties shall have the right to review and approve in advance and, to the extent practicable, each will consult the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to Company or Parent, as the case may be, and any of their respective Subsidiariesadvance, which appear in approval shall not be unreasonably withheld, any filing made with, or written materials material submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto shall act reasonably and as promptly as practicable. The parties hereto agree that they will consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated herein. Each of Parent and Company shall use their reasonable best efforts to resolve any objections that may be asserted by any Governmental Entity with respect to this Agreement or the transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall be deemed to require Parent to take to any action, or commit to take any action, or agree to any condition or restrictions, in connection with obtaining the foregoing permits, consents, approvals and authorizations of Governmental Entities or third parties that would reasonably be expected to have a material adverse effect on the business, results of operations or financial condition of Company or Parent (measured on a scale relative to Company and its Subsidiaries taken as a whole) following the Closing (a “Materially Burdensome Regulatory Condition”).
(b) Parent and Company shall, upon request, furnish each other with all information concerning Parent, Company and their respective Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary in connection with any statement, filing, notice or application made by or on behalf of Parent, Company or any of their respective Subsidiaries to any Governmental Entity government agencies in connection with the transactions contemplated by this Agreement.
(cb) Parent Each party hereto will furnish the other party with all information concerning itself, its Subsidiaries, directors, trustees, officers, shareholders and Company shall depositors, as applicable, and such other matters as may be necessary or advisable in connection with any statement or application made by or on behalf of any such party to any governmental body in connection with the transactions, applications or filings contemplated by this Agreement. Upon request, the parties hereto will promptly advise furnish each other upon receiving with copies of written communications received by them or their respective Subsidiaries from, or delivered by any communication from of the foregoing to, any Governmental Entity or third party whose consent or approval is required for consummation governmental body in respect of the transactions contemplated by this Agreement which causes such party to believe that there is a reasonable likelihood that any Regulatory Approval or other consent or approval will not be obtained or that the receipt of any such approval will be materially delayedhereby.
Appears in 1 contract
Regulatory Matters. (a) PFI, with the cooperation of Buyer, shall promptly prepare and file with the SEC the Proxy Statement within Sixty (60) days of the date hereof. Each of Parent PFI and Company shall, and Buyer shall cause use its Subsidiaries to, use their respective reasonable best efforts to respond to any comments of the staff of the SEC as promptly as practicable after such filing, and PFI shall thereafter mail the Proxy Statement to its stockholders.
(ib) take, or cause to be taken, all actions necessary, proper to comply promptly with all legal requirements which may be imposed on such party or its Subsidiaries with respect to the transactions contemplated hereby, including obtaining any third party consent which may be required to be obtained in connection with the transactions contemplated hereby, and, subject to the conditions set forth in Article VII hereof, to consummate the transactions contemplated hereby (including, for purposes of this Section 6.1, required in order to continue any contract or agreement with Company or its Subsidiaries following Closing or to avoid any penalty or other fee under such contracts and agreements, in each case arising in connection with the transactions contemplated hereby) and (ii) obtain (and cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity which is required or advisable to be obtained by Company or Parent, respectively, or any of their respective Subsidiaries in connection with the transactions contemplated by this Agreement. The parties hereto shall cooperate with each other and use their reasonable best efforts to promptly prepare and file all necessary documentation, and to effect all applications, notices, petitions and filings (includingfilings, if required, notification under the HSR Act or any other antitrust or competition law), and to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this AgreementAgreement (including without limitation the Merger). Parent PFI and Company Buyer shall have the right to review in advance andadvance, and to the extent practicable, practicable each will consult the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to Company PFI or ParentBuyer, as the case may be, and any of their respective Buyer’s Subsidiaries, which appear appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto shall act reasonably and as promptly as practicable. The parties hereto agree that they will consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated herein. Each of Parent and Company shall use their reasonable best efforts to resolve any objections that may be asserted by any Governmental Entity with respect to this Agreement or the transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall be deemed to require Parent to take to any action, or commit to take any action, or agree to any condition or restrictions, in connection with obtaining the foregoing permits, consents, approvals and authorizations of Governmental Entities or third parties that would reasonably be expected to have a material adverse effect on the business, results of operations or financial condition of Company or Parent (measured on a scale relative to Company and its Subsidiaries taken as a whole) following the Closing (a “Materially Burdensome Regulatory Condition”).
(bc) Parent Buyer and Company PFI shall, upon request, furnish each other with all information concerning Parentthemselves, Company and their respective Subsidiaries, directors, officers and shareholders stockholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement or any other statement, filing, notice or application made by or on behalf of ParentBuyer, Company PFI or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement.
(cd) Parent Buyer and Company PFI shall promptly advise furnish each other upon receiving with copies of written communications received by Buyer or PFI, as the case may be, or any communication from of their respective Affiliates or Associates (as such terms are defined in Rule 12b-2 under the Exchange Act as in effect on the date hereof) from, or delivered by any of the foregoing to, any Governmental Entity or third party whose consent or approval is required for consummation in respect of the transactions contemplated by this Agreement which causes such party to believe that there is a reasonable likelihood that any Regulatory Approval or other consent or approval will not be obtained or that the receipt of any such approval will be materially delayedhereby.
Appears in 1 contract
Sources: Agreement and Plan of Reorganization (Pelican Financial Inc)
Regulatory Matters. (a) Each of Parent and Company shall, and shall cause its Subsidiaries to, use their respective reasonable best efforts to (i) take, or cause to be taken, all actions necessary, proper to comply promptly with all legal requirements which may be imposed on such party or its Subsidiaries with respect to the transactions contemplated hereby, including obtaining any third party consent which may be required to be obtained in connection with the transactions contemplated hereby, and, subject to the conditions set forth in Article VII hereof, to consummate the transactions contemplated hereby (including, for purposes of this Section 6.1, required in order to continue any contract or agreement with Company or its Subsidiaries following Closing or to avoid any penalty or other fee under such contracts and agreements, in each case arising in connection with the transactions contemplated hereby) and (ii) obtain (and cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity which is required or advisable to be obtained by Company or Parent, respectively, or any of their respective Subsidiaries in connection with the transactions contemplated by this Agreement. The parties hereto shall cooperate with each other and use their respective reasonable best efforts to promptly prepare and file all necessary documentation, and to effect all applications, notices, petitions and filings (including, if required, notification under the HSR Act or any other antitrust or competition law)filings, to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which that are necessary or advisable to consummate the transactions contemplated by this Agreement (including the Merger), and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such third parties and Governmental Entities.
(b) In furtherance and not in limitation of the foregoing, each of the Company and Parent shall (i) make or cause to be made the filings required of such party under the HSR Act with respect to the Merger as promptly as practicable after the date of this Agreement, (ii) comply at the earliest practicable date with any request under the HSR Act for additional information, documents or other materials received by such party from the Federal Trade Commission, the Antitrust Division of the U.S. Department of Justice (the “Antitrust Division”) or by any other Governmental Entity in respect of such filings or the Merger and (iii) act in good faith and reasonably cooperate with the other party in connection with any such filings and in connection with resolving any investigation or other inquiry of any such agency or other Governmental Entity with respect to any such filing or the Merger. Parent and the Company shall have the right to review in advance advance, and, to the extent practicable, each will consult the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to the Company or Parent, as the case may be, and any of their respective Subsidiaries, which appear appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto shall act reasonably and as promptly as practicable. Each party will provide the other with copies of any applications and all correspondence relating thereto prior to filing, other than any portions of material filed in connection therewith that contain competitively sensitive business or other proprietary information filed under a claim of confidentiality and subject to applicable laws relating to the exchange of information. The parties hereto agree that they will consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement Agreement, and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated herein. Each party shall consult with the other in advance of Parent and Company shall use their reasonable best efforts to resolve any objections that may be asserted by any Governmental Entity meeting or conference with respect to this Agreement or the transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall be deemed to require Parent to take to any action, or commit to take any action, or agree to any condition or restrictions, in connection with obtaining the foregoing permits, consents, approvals and authorizations of Governmental Entities or third parties that would reasonably be expected to have a material adverse effect on the business, results of operations or financial condition of Company or Parent (measured on a scale relative to Company and its Subsidiaries taken as a whole) following the Closing (a “Materially Burdensome Regulatory Condition”).
(b) Parent and Company shall, upon request, furnish each other with all information concerning Parent, Company and their respective Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary in connection with any statement, filing, notice or application made by or on behalf of Parent, Company or any of their respective Subsidiaries to any Governmental Entity in connection with the transactions contemplated by this Agreement, and to the extent permitted by such Governmental Entity, give the other party and/or its counsel the opportunity to attend and participate in such meetings and conferences.
(c) Each of Parent and the Company shall promptly advise each use its reasonable best efforts to avoid the entry of, or to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other upon receiving order, whether temporary, preliminary or permanent, that would restrain, prevent or delay the Closing. Notwithstanding anything to the contrary in this Agreement, nothing contained in this Agreement shall require Parent or the Company to take, or commit to take, any communication from action or agree to any Governmental Entity condition or third party whose restriction that would reasonably be likely to result in a Materially Burdensome Regulatory Condition. For purposes of this Agreement, a “Materially Burdensome Regulatory Condition” shall mean making proposals, executing or carrying out agreements (including consent decrees) or approval is required submitting to Laws (i) providing for consummation the transfer, license, sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Parent, the Company or any of their respective Subsidiaries or the holding separate (through the establishment of a trust or otherwise) of the transactions contemplated by this Agreement which causes such party to believe that there is a reasonable likelihood that any Regulatory Approval or other consent or approval will not be obtained or that the receipt shares of capital stock of any Company Subsidiary or any Parent Subsidiary or (ii) imposing or seeking to impose any limitation on the ability of Parent, the Company or any of their respective Subsidiaries to conduct their respective businesses or own such approval will be materially delayedassets or to acquire, hold or exercise full rights of ownership of the business of the Company, the Company Subsidiaries, Parent or the Parent Subsidiaries, in each case other than any de minimis administrative or ministerial obligations.
Appears in 1 contract
Sources: Merger Agreement (Yodlee Inc)
Regulatory Matters. (a) Each of Parent and Company shall, and shall cause its Subsidiaries to, use their respective reasonable best efforts to (i) take, or cause to be taken, all actions necessary, proper to comply promptly with all legal requirements which may be imposed on such party or its Subsidiaries with respect to the transactions contemplated hereby, including obtaining any third party consent which may be required to be obtained in connection with the transactions contemplated hereby, and, subject to the conditions set forth in Article VII hereof, to consummate the transactions contemplated hereby (including, for purposes of this Section 6.1, required in order to continue any contract or agreement with Company or its Subsidiaries following Closing or to avoid any penalty or other fee under such contracts and agreements, in each case arising in connection with the transactions contemplated hereby) and (ii) obtain (and cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity which is required or advisable to be obtained by Company or Parent, respectively, or any of their respective Subsidiaries in connection with the transactions contemplated by this Agreement. The parties hereto shall cooperate with each other and use their best efforts to promptly prepare and file all necessary documentation, and to effect all applications, notices, petitions and filings (includingfilings, if required, notification under the HSR Act or any other antitrust or competition law), and to obtain as promptly as practicable all permits, consents, approvals and authorizations of all Governmental Entities and third parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this AgreementAgreement and the Bank Merger Agreement (including the Merger and the Bank Merger). Parent PHFG and the Company shall have the right to review in advance andadvance, and to the extent practicable, practicable each will consult with the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to Company or Parent, as the case may be, and any of their respective Subsidiaries, which appear appears in any filing made with, with or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto shall act reasonably and as promptly as practicable. The parties hereto agree that they will consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated herein. Each of Parent and Company shall use their reasonable best efforts to resolve any objections that may be asserted by any Governmental Entity with respect to this Agreement or the transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall be deemed to require Parent to take to any action, or commit to take any action, or agree to any condition or restrictions, in connection with obtaining the foregoing permits, consents, approvals and authorizations of Governmental Entities or third parties that would reasonably be expected to have a material adverse effect on the business, results of operations or financial condition of Company or Parent (measured on a scale relative to Company and its Subsidiaries taken as a whole) following the Closing (a “Materially Burdensome Regulatory Condition”).
(b) Parent PHFG and the Company shall, upon request, furnish each other with all information concerning Parentthemselves, Company and their respective Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement or any other statement, filing, notice or application made by or on behalf of ParentPHFG, the Company or any of their respective Subsidiaries to any Governmental Entity in connection with the transactions contemplated by this Agreement and the Bank Merger Agreement.
(c) Parent PHFG and the Company shall promptly advise furnish each other upon receiving with copies of written communications received by PHFG or the Company, as the case may be, or any communication from of their respective Subsidiaries from, or delivered by any of the foregoing to, any Governmental Entity or third party whose consent or approval is required for consummation in respect of the transactions contemplated by this Agreement which causes such party to believe that there is a reasonable likelihood that any Regulatory Approval or other consent or approval will not be obtained or that and the receipt of any such approval will be materially delayedBank Merger Agreement.
Appears in 1 contract
Sources: Merger Agreement (Peoples Heritage Financial Group Inc)
Regulatory Matters. (a) Each of Parent and Company the Purchasers shall, and shall cause its Subsidiaries their respective Affiliates to, use their respective reasonable best efforts to (i) take, or cause to be taken, take any and all actions necessarythat are necessary to obtain all consents, proper to comply promptly approvals and waivers from any Governmental Entity required in connection with all legal requirements which may be imposed on such party any regulatory filings, approvals, consents or its Subsidiaries with respect to the transactions contemplated hereby, including obtaining any third party consent which may be reviews required to be obtained in connection with the transactions contemplated herebyTransactions, andincluding by (i) taking any and all actions required by any such Governmental Entity in connection with such filings, subject consents, approvals, waivers and reviews, (ii) responding to the conditions set forth in Article VII hereofinquiries by any such Governmental Entity, to consummate the transactions contemplated hereby and (including, for purposes of this Section 6.1, iii) submitting additional information requested or required in order to continue by any contract or agreement with Company or its Subsidiaries following Closing or to avoid any penalty or other fee under such contracts and agreementsGovernmental Entity , in each case arising in connection with case, to the transactions contemplated hereby) and (ii) extent necessary to obtain (and cooperate with the other party to obtain) any consentsuch consents, authorization, order approvals or approval of, or any exemption by, any Governmental Entity which is required or advisable to be obtained by Company or Parent, respectively, or any of their respective Subsidiaries in connection with the transactions contemplated by this Agreementwaivers. The parties hereto Company and the Purchasers shall cooperate with each other in good faith and promptly prepare reasonably consult with each other in connection with any such regulatory filings, notifications, or submissions required in connection with the Transactions. In connection therewith, each of the Company and file the Purchasers agrees to (A) give each other reasonable advance notice of all necessary documentationmeetings with any Governmental Entity involving such party or its Affiliates, (B) give each other an opportunity to participate in each of such meetings, and (C) keep each other apprised with respect to effect all applications, notices, petitions and filings (including, if required, notification under any communications with any Governmental Entity. Each party shall provide the HSR Act or any other antitrust or competition law), to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this Agreement. Parent and Company shall have the right with a reasonable opportunity to review and comment on any material written or oral communications with any Governmental Entity in advance andconnection therewith and shall consider such comments in good faith. Any such disclosures, rights to participate or provisions of information by one party to the other may be made on a counsel-only basis to the extent practicable, each will consult required under applicable Law or as agreed by the other on, in each case subject to applicable laws relating parties. Notwithstanding anything to the exchange of informationcontrary in this Agreement, all nothing shall require the information relating to Company or Parent, as the case may be, and any of their respective Subsidiariesits Affiliates to agree to any conditions, which appear in any filing made withrestrictions, undertakings or remedial measures, or written materials submitted totake any other action, any third party with respect to its business or operations requested or required by any Governmental Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing rightany filings, each of the parties hereto shall act reasonably consents, approvals, waivers and as promptly as practicable. The parties hereto agree that they will consult with each other reviews with respect to the obtaining Transactions, and nothing shall require any Purchaser or any of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable its Affiliates to consummate the transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated herein. Each of Parent and Company shall use their reasonable best efforts to resolve any objections that may be asserted by any Governmental Entity with respect to this Agreement or the transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall be deemed to require Parent to take to any action, or commit to take any action, or agree to any condition or conditions, restrictions, in connection with obtaining the foregoing permitsundertakings or remedial measures, consentsor take any other action, approvals and authorizations of Governmental Entities or third parties that would reasonably be expected to have a material adverse effect on the business, results materially and adversely affect such Purchaser or any of operations or financial condition of Company or Parent (measured on a scale relative to Company and its Subsidiaries taken as a whole) following the Closing (a “Materially Burdensome Regulatory Condition”)Affiliates.
(b) Parent If and only if CFIUS requests in writing or requires information or a filing with respect to the Transactions or any other prior or contemplated investment or other transaction between the Purchasers and the Company (collectively, the “Potential Covered Transaction”), the Company and the applicable Purchasers shall, upon request, furnish each other with all information concerning Parent, Company and shall cause their respective SubsidiariesAffiliates to, directors, officers and shareholders and make such other matters filings or submissions to CFIUS as may be reasonably necessary required, cooperate with respect thereto and use reasonable best efforts to obtain CFIUS Approval with respect to such Potential Covered Transaction, in connection each case in accordance with any statementSection 4.02(a). For the avoidance of doubt, filing, no party shall be obligated to initiate or make a joint voluntary notice or application made by declaration with CFIUS unless CFIUS formally requests or on behalf of Parent, Company or any of their respective Subsidiaries to any Governmental Entity in connection with the transactions contemplated by this Agreementrequires such a filing.
(c) Parent and Company shall promptly advise each other upon receiving any communication from any If CFIUS or another Governmental Entity requires any Purchaser to divest the Shares or third party whose consent any other investment in connection with a Potential Covered Transaction, as applicable (the “Required Divestiture”), the applicable parties shall cooperate in good faith on the timeline mandated by the applicable Governmental Entity to effectuate the Required Divestiture to the Company (on terms mutually agreed by the Company and the applicable Purchaser). Should the Company decline to acquire some or approval is required for consummation all of the transactions contemplated by this Agreement which causes securities to be divested as part of the Required Divestiture, then the Company and the applicable Purchasers will cooperate to find a mutually agreeable Third Party to effectuate such party Required Divestiture. Should the Company and the applicable Purchasers not identify a mutually agreeable Third Party to believe that there is a reasonable likelihood that any Regulatory Approval or other consent or approval effectuate such Required Divestiture, then the Company and the applicable Purchasers will not cooperate in good faith to enable such Purchasers to sell the securities to be obtained or that divested as part of the receipt of any such approval will be materially delayedRequired Divestiture in an appropriate public offering reasonably acceptable to both the applicable Purchasers and the Company.
Appears in 1 contract
Regulatory Matters. (a) Each of Parent SFSB, Stanton Savings, Laurel and Company shall, the Bank shall cooperate wi▇▇ ▇▇▇▇ other and shall cause its Subsidiaries to, use their respective reasonable best efforts to (i) take, or cause to be taken, all actions necessary, proper to comply promptly with all legal requirements which may be imposed on such party or its Subsidiaries with respect to the transactions contemplated hereby, including obtaining any third party consent which may be required to be obtained in connection with the transactions contemplated hereby, and, subject to the conditions set forth in Article VII hereof, to consummate the transactions contemplated hereby (including, for purposes of this Section 6.1, required in order to continue any contract or agreement with Company or its Subsidiaries following Closing or to avoid any penalty or other fee under such contracts and agreements, in each case arising in connection with the transactions contemplated hereby) and (ii) obtain (and cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity which is required or advisable to be obtained by Company or Parent, respectively, or any of their respective Subsidiaries in connection with the transactions contemplated by this Agreement. The parties hereto shall cooperate with each other and promptly prepare and file all necessary documentation, and documentation to effect all applications, notices, petitions necessary filings and filings (including, if required, notification under the HSR Act or any other antitrust or competition law), to obtain as promptly as practicable all necessary permits, consents, approvals and authorizations of all third parties and Governmental Entities which are governmental bodies necessary or advisable to consummate the transactions contemplated by this AgreementAgreement as soon as practicable. Parent and Company The parties shall each have the right to review and approve in advance and, to the extent practicable, each will consult the other on, in each case subject to applicable laws all information relating to the exchange of information, all the information relating to Company or Parentother, as the case may be, and any of their respective Subsidiariessubsidiaries, which appear appears in any filing made with, or written materials material submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto shall act reasonably and as promptly as practicable. The parties hereto agree that they will consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated herein. Each of Parent and Company shall use their reasonable best efforts to resolve any objections that may be asserted by any Governmental Entity with respect to this Agreement or the transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall be deemed to require Parent to take to any action, or commit to take any action, or agree to any condition or restrictions, in connection with obtaining the foregoing permits, consents, approvals and authorizations of Governmental Entities or third parties that would reasonably be expected to have a material adverse effect on the business, results of operations or financial condition of Company or Parent (measured on a scale relative to Company and its Subsidiaries taken as a whole) following the Closing (a “Materially Burdensome Regulatory Condition”).
(b) Parent and Company shall, upon request, furnish each other with all information concerning Parent, Company and their respective Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary in connection with any statement, filing, notice or application made by or on behalf of Parent, Company or any of their respective Subsidiaries to any Governmental Entity governmental body in connection with the transactions contemplated by this Agreement.
(cb) Parent and Company shall promptly advise Each of the parties will furnish each other upon receiving with all information concerning themselves, their directors, officers and stockholders and such other matters as may be necessary or advisable in connection with any communication from statement or application made by or on behalf of them to any Governmental Entity governmental body in connection with the Merger and the other transactions, applications or third party whose consent or approval is required for consummation of the transactions filings contemplated by this Agreement which causes Agreement.
(c) Each of the parties will promptly furnish each other with copies of written communications received by them from, or delivered by any of the foregoing to, any governmental body in connection with the Merger and the other transactions, applications or filings contemplated by this Agreement.
(d) Each of SFSB and Laurel agrees that if such party shall become aware prior to believe that there is a reasonable likelihood that any Regulatory Approval or other consent or approval will not be obtained or that the receipt mailing date of the Proxy Statement of any information furnished by such approval will party that would cause any of the statements in the Proxy Statement to be materially delayedfalse or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading, to promptly inform the other parties thereof and to take the necessary steps to correct the Proxy Statement.
Appears in 1 contract
Sources: Reorganization Agreement (Laurel Capital Group Inc)
Regulatory Matters. (a) Each of Parent and Company shall, and shall cause its Subsidiaries to, use their respective reasonable best efforts to (i) take, or cause to be taken, all actions necessary, proper to comply promptly with all legal requirements which may be imposed on such party or its Subsidiaries with respect to the transactions contemplated hereby, including obtaining any third party consent which may be required to be obtained in connection with the transactions contemplated hereby, and, subject to the conditions set forth in Article VII hereof, to consummate the transactions contemplated hereby (including, for purposes of this Section 6.1, required in order to continue any contract or agreement with Company or its Subsidiaries following Closing or to avoid any penalty or other fee under such contracts and agreements, in each case arising in connection with the transactions contemplated hereby) and (ii) obtain (and cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity which is required or advisable to be obtained by Company or Parent, respectively, or any of their respective Subsidiaries in connection with the transactions contemplated by this Agreement. The parties hereto shall cooperate with each other and use their respective reasonable best efforts to promptly prepare and file all necessary documentation, and to effect all applications, notices, petitions and filings (including, if required, notification under the HSR Act or any other antitrust or competition law)filings, to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which that are necessary or advisable to consummate the transactions contemplated by this Agreement (including the Merger), and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such third parties and Governmental Entities.
(b) In furtherance and not in limitation of the foregoing, each of the Company and Parent shall (i) make or cause to be made the filings required of such party under the HSR Act with respect to the Merger as promptly as practicable after the date of this Agreement, (ii) comply at the earliest practicable date with any request under the HSR Act for additional information, documents or other materials received by such party from the Federal Trade Commission, the Antitrust Division of the U.S. Department of Justice (the “Antitrust Division”) or by any other Governmental Entity in respect of such filings or the Merger and (iii) act in good faith and reasonably cooperate with the other party in connection with any such filings and in connection with resolving any investigation or other inquiry of any such agency or other Governmental Entity with respect to any such filing or the Merger. Parent and the Company shall have the right to review in advance advance, and, to the extent practicable, each will consult the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to the Company or Parent, as the case may be, and any of their respective Subsidiaries, which appear appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto shall act reasonably and as promptly as practicable. Each party will provide the other with copies of any applications and all correspondence relating thereto prior to filing, other than any portions of material filed in connection therewith that contain competitively sensitive business or other proprietary information filed under a claim of confidentiality and subject to applicable laws relating to the exchange of information. The parties hereto agree that they will consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement Agreement, and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated herein. Each party shall consult with the other in advance of Parent and Company shall use their reasonable best efforts to resolve any objections that may be asserted by meeting or conference with any Governmental Entity in connection with respect to this Agreement or the transactions contemplated by this Agreement, and to the extent permitted by such Governmental Entity, give the other party and/or its counsel the opportunity to attend and participate in such meetings and conferences.
(c) Each of Parent and the Company shall use its reasonable best efforts to avoid the entry of, or to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that would restrain, prevent or delay the Closing. Notwithstanding anything to the foregoingcontrary in this Agreement, nothing contained in this Agreement shall be deemed to require Parent or the Company to take to any actiontake, or commit to take take, any action, action or agree to any condition or restrictions, in connection with obtaining the foregoing permits, consents, approvals and authorizations of Governmental Entities or third parties restriction that would reasonably be expected likely to have result in a material adverse effect on the businessMaterially Burdensome Regulatory Condition. For purposes of this Agreement, results of operations or financial condition of Company or Parent (measured on a scale relative to Company and its Subsidiaries taken as a whole) following the Closing (a “Materially Burdensome Regulatory Condition”)” shall mean making proposals, executing or carrying out agreements (including consent decrees) or submitting to Laws (i) providing for the transfer, license, sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Parent, the Company or any of their respective Subsidiaries or the holding separate (through the establishment of a trust or otherwise) of the shares of capital stock of any Company Subsidiary or any Parent Subsidiary or (ii) imposing or seeking to impose any limitation on the ability of Parent, the Company or any of their respective Subsidiaries to conduct their respective businesses or own such assets or to acquire, hold or exercise full rights of ownership of the business of the Company, the Company Subsidiaries, Parent or the Parent Subsidiaries, in each case other than any de minimis administrative or ministerial obligations.
(bd) Parent and the Company shall, upon request, furnish each other with all information concerning Parentthemselves, Company and their respective Subsidiaries, directors, officers and shareholders stockholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement, the Form S-4 or any other statement, filing, notice or application made by or on behalf of Parent, the Company or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. Each of Parent and the Company agrees, as to itself and its Subsidiaries, (i) that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in the Form S-4 will, at the time the Form S-4 and each amendment or supplement thereto, if any, becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in the Proxy Statement and any amendment or supplement thereto will, at the date of mailing to stockholders and at the time of the Company Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which such statement was made, not misleading. Each of Parent and the Company further agrees that if it becomes aware that any information furnished by it would cause any of the statements in the Form S-4 or the Proxy Statement to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading, to promptly inform the other party thereof and to take appropriate steps to correct the Form S-4 or the Proxy Statement.
(ce) Parent and the Company shall promptly advise each other upon receiving any communication from any Governmental Entity or third party whose consent or approval is required for consummation of the transactions contemplated by this Agreement which that causes such party to believe that there is a reasonable likelihood that any Regulatory Approval or other such consent or approval will not be obtained or that the receipt of any such approval will not be materially delayedtimely received.
Appears in 1 contract
Sources: Merger Agreement (Envestnet, Inc.)
Regulatory Matters. (a) Each of Parent Western and Company shall, and shall cause its Subsidiaries to, use their respective reasonable best efforts to (i) take, or cause to be taken, all actions necessary, proper to comply promptly with all legal requirements which may be imposed on such party or its Subsidiaries with respect to the transactions contemplated hereby, including obtaining any third party consent which may be required to be obtained in connection with the transactions contemplated hereby, and, subject to the conditions set forth in Article VII hereof, to consummate the transactions contemplated hereby (including, for purposes of this Section 6.1, required in order to continue any contract or agreement with Company or its Subsidiaries following Closing or to avoid any penalty or other fee under such contracts and agreements, in each case arising in connection with the transactions contemplated hereby) and (ii) obtain (and cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity which is required or advisable to be obtained by Company or Parent, respectively, or any of their respective Subsidiaries in connection with the transactions contemplated by this Agreement. The parties hereto shall cooperate with each other and promptly BN will prepare and file all necessary documentation, and to effect all applications, notices, petitions and filings (includingfilings, if required, notification under the HSR Act or any other antitrust or competition law), and to obtain as promptly as practicable all permits, consents, approvals and authorizations or waivers thereof of all third parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this AgreementAgreement (including without limitation the Merger). Parent Western and Company BN shall cooperate with each other to effect the foregoing. BN and Western shall have the right to review in advance andadvance, and to the extent practicable, practicable each will consult the other on, in each case subject to applicable laws Laws relating to the exchange of information, all the information relating to Company BN or ParentWestern, as the case may be, and any of their respective Subsidiaries, which appear appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement; provided, however, that nothing contained herein shall be deemed to provide either party with a right to review any information provided to any Governmental Entity on a confidential basis in connection with the transactions contemplated hereby. In exercising the foregoing right, each of the parties hereto shall act reasonably and as promptly as practicable. The parties hereto agree that they will consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to completion contemplation of the transactions contemplated herein. Each of Parent and Company shall use their reasonable best efforts to resolve any objections that may be asserted by any Governmental Entity with respect to this Agreement or the transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall be deemed to require Parent to take to any action, or commit to take any action, or agree to any condition or restrictions, in connection with obtaining the foregoing permits, consents, approvals and authorizations of Governmental Entities or third parties that would reasonably be expected to have a material adverse effect on the business, results of operations or financial condition of Company or Parent (measured on a scale relative to Company and its Subsidiaries taken as a whole) following the Closing (a “Materially Burdensome Regulatory Condition”).
(b) Parent Western and Company shall, upon request, furnish each other with all information concerning Parent, Company and their respective Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary in connection with any statement, filing, notice or application made by or on behalf of Parent, Company or any of their respective Subsidiaries to any Governmental Entity in connection with the transactions contemplated by this Agreement.
(c) Parent and Company BN shall promptly advise each other upon receiving any communication from any Governmental Entity or third party whose consent or approval is required for consummation of the transactions contemplated by this Agreement which causes such party to believe that there is a reasonable likelihood that any Requisite Regulatory Approval or other consent or approval Approval) will not be obtained or that the receipt of any such approval will be materially delayed.
Appears in 1 contract
Regulatory Matters. (a) Each of Parent and Company shallSFSB, and shall cause its Subsidiaries toStanton Savings, use their respective reasonable best efforts to (i) take, or cause to be taken, all actions necessary, proper to comply promptly with all legal requirements which may be imposed on such party or its Subsidiaries with respect to Laur▇▇ ▇▇▇ the transactions contemplated hereby, including obtaining any third party consent which may be required to be obtained in connection with the transactions contemplated hereby, and, subject to the conditions set forth in Article VII hereof, to consummate the transactions contemplated hereby (including, for purposes of this Section 6.1, required in order to continue any contract or agreement with Company or its Subsidiaries following Closing or to avoid any penalty or other fee under such contracts and agreements, in each case arising in connection with the transactions contemplated hereby) and (ii) obtain (and cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity which is required or advisable to be obtained by Company or Parent, respectively, or any of their respective Subsidiaries in connection with the transactions contemplated by this Agreement. The parties hereto Bank shall cooperate with each other and promptly use their best efforts to prepare and file all necessary documentation, and documentation to effect all applications, notices, petitions necessary filings and filings (including, if required, notification under the HSR Act or any other antitrust or competition law), to obtain as promptly as practicable all necessary permits, consents, approvals and authorizations of all third parties and Governmental Entities which are governmental bodies necessary or advisable to consummate the transactions contemplated by this AgreementAgreement as soon as practicable. Parent and Company The parties shall each have the right to review and approve in advance and, to the extent practicable, each will consult the other on, in each case subject to applicable laws all information relating to the exchange of information, all the information relating to Company or Parentother, as the case may be, and any of their respective Subsidiariessubsidiaries, which appear appears in any filing made with, or written materials material submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto shall act reasonably and as promptly as practicable. The parties hereto agree that they will consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated herein. Each of Parent and Company shall use their reasonable best efforts to resolve any objections that may be asserted by any Governmental Entity with respect to this Agreement or the transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall be deemed to require Parent to take to any action, or commit to take any action, or agree to any condition or restrictions, in connection with obtaining the foregoing permits, consents, approvals and authorizations of Governmental Entities or third parties that would reasonably be expected to have a material adverse effect on the business, results of operations or financial condition of Company or Parent (measured on a scale relative to Company and its Subsidiaries taken as a whole) following the Closing (a “Materially Burdensome Regulatory Condition”).
(b) Parent and Company shall, upon request, furnish each other with all information concerning Parent, Company and their respective Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary in connection with any statement, filing, notice or application made by or on behalf of Parent, Company or any of their respective Subsidiaries to any Governmental Entity governmental body in connection with the transactions contemplated by this Agreement.
(cb) Parent and Company shall promptly advise Each of the parties will furnish each other upon receiving with all information concerning themselves, their directors, officers and stockholders and such other matters as may be necessary or advisable in connection with any communication from statement or application made by or on behalf of them to any Governmental Entity governmental body in connection with the Merger and the other transactions, applications or third party whose consent or approval is required for consummation of the transactions filings contemplated by this Agreement which causes Agreement.
(c) Each of the parties will promptly furnish each other with copies of written communications received by them from, or delivered by any of the foregoing to, any governmental body in connection with the Merger and the other transactions, applications or filings contemplated by this Agreement.
(d) Each of SFSB and Laurel agrees that if such party shall become aware prior to believe that there is a reasonable likelihood that any Regulatory Approval or other consent or approval will not be obtained or that the receipt mailing date of the Proxy Statement of any information furnished by such approval will party that would cause any of the statements in the Proxy Statement to be materially delayedfalse or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading, to promptly inform the other parties thereof and to take the necessary steps to correct the Proxy Statement.
Appears in 1 contract
Sources: Agreement and Plan of Reorganization (SFSB Holding Co)
Regulatory Matters. (a) Each As promptly as practicable following the execution and delivery of Parent this Agreement, if applicable, BSB and Company shallNBT will prepare and file with the United States Federal Trade Commission (the "FTC") and the Antitrust Division of the United States Department of Justice (the "DOJ") Notification and Report Forms relating to the transactions contemplated herein if and as required by the HSR Act, as well as comparable pre-merger notification forms required by the merger notification or control laws and shall cause its Subsidiaries toregulations of any applicable jurisdiction, as agreed by the parties (the "Antitrust Filings"). The Parties will comply with any requests for additional information relating to the Antitrust Filings and will use their respective reasonable best efforts to secure all required approvals of the Antitrust Filings.
(ib) take, or cause to be taken, all actions necessary, proper to comply promptly with all legal requirements which may be imposed on such party or its Subsidiaries with respect to the transactions contemplated hereby, including obtaining any third party consent which may be required to be obtained in connection with the transactions contemplated hereby, and, subject to the conditions set forth in Article VII hereof, to consummate the transactions contemplated hereby (including, for purposes of this Section 6.1, required in order to continue any contract or agreement with Company or its Subsidiaries following Closing or to avoid any penalty or other fee under such contracts and agreements, in each case arising in connection with the transactions contemplated hereby) and (ii) obtain (and cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity which is required or advisable to be obtained by Company or Parent, respectively, or any of their respective Subsidiaries in connection with the transactions contemplated by this Agreement. The parties Parties hereto shall cooperate with each other and use their reasonable best efforts to promptly prepare and file all necessary documentation, and to effect all applications, notices, petitions and filings (including, if required, notification under which shall include the HSR Act or any other antitrust or competition lawAntitrust Filings), and to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this AgreementAgreement (including without limitation the Merger). Parent BSB and Company NBT shall have the right to review in advance andadvance, and to the extent practicable, practicable each will consult the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to Company or ParentBSB and NBT, as the case may be, and any of their respective Subsidiaries, which appear appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto shall act reasonably Agreement and as will promptly as practicable. The parties hereto agree that they will consult with notify each other of any communication with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated herein. Each of Parent and Company shall use their reasonable best efforts to resolve any objections that may be asserted by any Governmental Entity and provide the other with respect an opportunity to this Agreement or the transactions contemplated by this Agreement. Notwithstanding the foregoingparticipate in any meetings with a Governmental Entity relating thereto; provided, however, that nothing contained in this Agreement herein shall be deemed to require Parent provide either Party with a right to take to review any action, or commit to take any action, or agree to any condition or restrictions, in connection with obtaining the foregoing permits, consents, approvals and authorizations of Governmental Entities or third parties that would reasonably be expected to have a material adverse effect on the business, results of operations or financial condition of Company or Parent (measured on a scale relative to Company and its Subsidiaries taken as a whole) following the Closing (a “Materially Burdensome Regulatory Condition”).
(b) Parent and Company shall, upon request, furnish each other with all information concerning Parent, Company and their respective Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary in connection with any statement, filing, notice or application made by or on behalf of Parent, Company or any of their respective Subsidiaries provided to any Governmental Entity on a confidential basis in connection with the transactions contemplated by this Agreement.
(c) Parent and Company shall promptly advise each other upon receiving any communication from any Governmental Entity or third party whose consent or approval is required for consummation of the transactions contemplated by this Agreement which causes such party to believe that there is a reasonable likelihood that any Regulatory Approval or other consent or approval will not be obtained or that the receipt of any such approval will be materially delayed.hereby. In
Appears in 1 contract
Sources: Merger Agreement (BSB Bancorp Inc)
Regulatory Matters. (a) Each As promptly as practicable following the execution and delivery of Parent this Agreement, HRB and Company shall, and GFH shall cause its Subsidiaries to, use their respective reasonable best efforts to (i) take, or cause to be taken, prepared and filed all actions necessary, proper to comply promptly required applications and filings with all legal requirements the Regulatory Authorities which are necessary or contemplated for the obtaining of the Consents of the Regulatory Authorities or consummation of the Merger. S uch applications and filings shall be in such form as may be imposed on prescribed by the respective government agencies and shall contain such party or its Subsidiaries with respect to the transactions contemplated hereby, including obtaining any third party consent which information as they may be required to be obtained in connection with the transactions contemplated hereby, and, subject to the conditions set forth in Article VII hereof, to consummate the transactions contemplated hereby (including, for purposes of this Section 6.1, required in order to continue any contract or agreement with Company or its Subsidiaries following Closing or to avoid any penalty or other fee under such contracts and agreements, in each case arising in connection with the transactions contemplated hereby) and (ii) obtain (and cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity which is required or advisable to be obtained by Company or Parent, respectively, or any of their respective Subsidiaries in connection with the transactions contemplated by this Agreementrequire. The parties hereto shall will cooperate with each other and promptly use their best efforts to prepare and file execute all necessary documentation, and to effect all applications, notices, petitions necessary or contemplated filings and filings (including, if required, notification under the HSR Act or any other antitrust or competition law), to obtain as promptly as practicable all necessary or contemplated permits, consents, approvals approvals, rulings and authorizations of all government agencies and third parties and Governmental Entities which are necessary or advisable contemplated to consummate the transactions contemplated by this Agreement, including, without limitation, those required or contemplated from the Regulatory Authorities, and the shareholders of GFH and HRB. Parent and Company Each of the parties shall have the right to review and approve in advance and, to the extent practicable, each will consult the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to Company or Parent, as the case may be, and any of their respective Subsidiariesadvance, which appear in approval shall not be unreasonably withheld, any filing made with, or written materials material submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto shall act reasonably and as promptly as practicable. The parties hereto agree that they will consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated herein. Each of Parent and Company shall use their reasonable best efforts to resolve any objections that may be asserted by any Governmental Entity with respect to this Agreement or the transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall be deemed to require Parent to take to any action, or commit to take any action, or agree to any condition or restrictions, in connection with obtaining the foregoing permits, consents, approvals and authorizations of Governmental Entities or third parties that would reasonably be expected to have a material adverse effect on the business, results of operations or financial condition of Company or Parent (measured on a scale relative to Company and its Subsidiaries taken as a whole) following the Closing (a “Materially Burdensome Regulatory Condition”).
(b) Parent and Company shall, upon request, furnish each other with all information concerning Parent, Company and their respective Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary in connection with any statement, filing, notice or application made by or on behalf of Parent, Company or any of their respective Subsidiaries to any Governmental Entity government agencies in connection with the transactions contemplated by this Agreement.
(cb) Parent Each party hereto will furnish the other party with all information concerning itself, its Subsidiaries, directors, trustees, officers, shareholders and Company shall depositors, as applicable, and such other matters as may be necessary or advisable in connection with any statement or application made by or on behalf of any s uch party to any governmental body in connection with the transactions, applications or filings contemplated by this Agreement. Upon request, the parties hereto will promptly advise furnish each other upon receiving with copies of written communications received by them or their respective Subsidiaries from, or delivered by any communication from of the foregoing to, any Governmental Entity or third party whose consent or approval is required for consummation governmental body in respect of the transactions contemplated by this Agreement which causes such party to believe that there is a reasonable likelihood that any Regulatory Approval or other consent or approval will not be obtained or that the receipt of any such approval will be materially delayedhereby.
Appears in 1 contract
Regulatory Matters. (a) Each of Parent and Company the Purchasers shall, and shall cause its Subsidiaries their respective Affiliates to, use their respective reasonable best efforts to (i) take, or cause to be taken, take any and all actions necessarythat are necessary to obtain all consents, proper to comply promptly approvals and waivers from any Governmental Entity required in connection with all legal requirements which may be imposed on such party any regulatory filings, approvals, consents or its Subsidiaries with respect to the transactions contemplated hereby, including obtaining any third party consent which may be reviews required to be obtained in connection with the transactions contemplated herebyTransactions and the issuance of Company Common Stock upon conversion of the Notes, andincluding by (i) taking any and all actions required by any such Governmental Entity in connection with such filings, subject consents, approvals, waivers and reviews, (ii) responding to the conditions set forth in Article VII hereofinquiries by any such Governmental Entity, to consummate the transactions contemplated hereby and (including, for purposes of this Section 6.1, iii) submitting additional information requested or required in order to continue by any contract or agreement with Company or its Subsidiaries following Closing or to avoid any penalty or other fee under such contracts and agreementsGovernmental Entity, in each case arising in connection with case, to the transactions contemplated hereby) and (ii) extent necessary to obtain (and cooperate with the other party to obtain) any consentsuch consents, authorization, order approvals or approval of, or any exemption by, any Governmental Entity which is required or advisable to be obtained by Company or Parent, respectively, or any of their respective Subsidiaries in connection with the transactions contemplated by this Agreementwaivers. The parties hereto Company and the Purchasers shall cooperate with each other in good faith and promptly prepare reasonably consult with each other in connection with any such regulatory filings, notifications, or submissions required in connection with the Transactions and file the issuance of Company Common Stock upon conversion of the Notes. In connection therewith, each of the Company and the Purchasers agree to (A) give each other reasonable advance notice of all necessary documentationmeetings with any Governmental Entity involving such party or its Affiliates, (B) give each other an opportunity to participate in each of such meetings, and (C) keep each other apprised with respect to effect all applications, notices, petitions and filings (including, if required, notification under any communications with any Governmental Entity. Each party shall provide the HSR Act or any other antitrust or competition law), to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this Agreement. Parent and Company shall have the right with a reasonable opportunity to review and comment on any material written or oral communications with any Governmental Entity in advance andconnection therewith and shall consider such comments in good faith. Any such disclosures, rights to participate or provisions of information by one party to the other may be made on a counsel-only basis to the extent practicable, each will consult required under applicable Law or as agreed by the other on, in each case subject to applicable laws relating parties. Notwithstanding anything to the exchange of informationcontrary in this Agreement, all nothing shall require the information relating to Company or Parent, as the case may be, and any of their respective Subsidiariesits Affiliates to agree to any conditions, which appear in any filing made withrestrictions, undertakings or remedial measures, or written materials submitted totake any other action, any third party with respect to its business or operations requested or required by any Governmental Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing rightany filings, each of the parties hereto shall act reasonably consents, approvals, waivers and as promptly as practicable. The parties hereto agree that they will consult with each other reviews with respect to the obtaining Transactions and the issuance of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other apprised Company Common Stock upon conversion of the status Notes, and nothing shall require any Purchaser or any of matters relating its Affiliates to completion of the transactions contemplated herein. Each of Parent and Company shall use their reasonable best efforts to resolve any objections that may be asserted by any Governmental Entity with respect to this Agreement or the transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall be deemed to require Parent to take to any action, or commit to take any action, or agree to any condition or conditions, restrictions, in connection with obtaining the foregoing permitsundertakings or remedial measures, consentsor take any other action, approvals and authorizations of Governmental Entities or third parties that would reasonably be expected to have a material adverse effect on the business, results materially and adversely affect such Purchaser or any of operations or financial condition of Company or Parent (measured on a scale relative to Company and its Subsidiaries taken as a whole) following the Closing (a “Materially Burdensome Regulatory Condition”)Affiliates.
(b) Parent If and only if CFIUS requests in writing or requires information or a filing with respect to the Transactions, the Notes, the issuance of Company Common Stock upon conversion of the Notes or any other prior or contemplated investment or other transaction between the Purchasers and the Company (collectively, the “Potential Covered Transaction”), the Company and the applicable Purchasers shall, upon request, furnish each other with all information concerning Parent, Company and shall cause their respective SubsidiariesAffiliates to, directors, officers and shareholders and make such other matters filings or submissions to CFIUS as may be reasonably necessary required, cooperate with respect thereto and use reasonable best efforts to obtain CFIUS Approval with respect to such Potential Covered Transaction, in connection each case in accordance with any statementSection 4.02(a). For the avoidance of doubt, filing, no party shall be obligated to initiate or make a joint voluntary notice or application made by declaration with CFIUS unless CFIUS formally requests or on behalf of Parent, Company or any of their respective Subsidiaries to any Governmental Entity in connection with the transactions contemplated by this Agreementrequires such a filing.
(c) Parent and Company shall promptly advise each other upon receiving any communication from any If CFIUS or another Governmental Entity or third party whose consent or approval is required for consummation requires any Purchaser to divest the Shares, the Notes, the shares of Company Common Stock issuable upon conversion of the transactions contemplated Notes or any other investment in connection with a Potential Covered Transaction, as applicable (the “Required Divestiture”), the applicable parties shall cooperate in good faith on the timeline mandated by this Agreement which causes the applicable Governmental Entity to effectuate the Required Divestiture to the Company (on terms mutually agreed by the Company and the applicable Purchaser). Should the Company decline to acquire some or all of the securities to be divested as part of the Required Divestiture, then the Company and the applicable Purchasers will cooperate to find a mutually agreeable Third Party to effectuate such party Required Divestiture. Should the Company and the applicable Purchasers not identify a mutually agreeable Third Party to believe that there is a reasonable likelihood that any Regulatory Approval or other consent or approval effectuate such Required Divestiture, then the Company and the applicable Purchasers will not cooperate in good faith to enable such Purchasers to sell the securities to be obtained or that divested as part of the receipt of any such approval will be materially delayedRequired Divestiture in an appropriate public offering reasonably acceptable to both the applicable Purchasers and the Company.
Appears in 1 contract