Regulatory Undertakings. (a) The Company and Parent (it being understood that references to Parent in this Section 8.01 shall include Merger Sub) shall cooperate and use commercially reasonable efforts to take, or cause to be taken (including by causing their Affiliates to take), subject to Section 8.01(b) and Section 8.01(c), all actions, and do, or cause to be done, all things, necessary, proper or advisable under Applicable Law to consummate and make effective the transactions contemplated by this Agreement, including the Merger, as promptly as practicable, including (i) preparing and filing as promptly as practicable with any Governmental Authority or other Third Party all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information and applications and (ii) obtaining all approvals, consents, clearances, registrations, permits, authorizations and other confirmations required to be obtained from any Governmental Authority or other Third Party that are necessary, proper or advisable to consummate the Merger and the other transactions contemplated by this Agreement as promptly as practicable, it being understood that the obtaining or requesting of any approvals, consents, clearances, registrations, permits, authorizations or other confirmations from, or the provision of notice with respect to the transactions contemplated by this Agreement to, any Governmental Authority or Third Party not set forth on either of Schedule 9.01(c) or Schedule 9.03(c) shall not be a condition to Closing.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Washington Dennis R), Agreement and Plan of Merger (Sokol David L), Agreement and Plan of Merger (Atlas Corp.)
Regulatory Undertakings. Subject to the terms and conditions of this Agreement (a) The including, for the avoidance of doubt, any actions taken by the Company permitted by Section 7.03), the Company and Parent (it being understood that references to Parent in this Section 8.01 shall include Merger Sub) shall cooperate and use commercially their reasonable best efforts to take, or cause to be taken (including by causing their Affiliates to take), subject to Section 8.01(b) and Section 8.01(c)taken, all actions, and do, or cause to be done, all things, necessary, proper or advisable (in each case, to the extent within such Party’s control) under Applicable Law to consummate and make effective the transactions contemplated by this Agreement, including Agreement as soon as practicable (and in any event prior to the Merger, as promptly as practicableEnd Date), including (ia) preparing and filing (and Parent shall cause its applicable Affiliates to prepare and file) as promptly as practicable with any Governmental Authority Authority, including the Federal Reserve (which filing shall be made within ten Business Days of the date of this Agreement), or other Third Party all documentation to effect all necessary necessary, proper or advisable filings, notices, petitions, statements, registrations, submissions of information and information, applications and other documents (iiincluding any filings requested or recommended by any Governmental Authority pursuant to its regulations) and (b) obtaining and maintaining all approvals, consents, clearances, registrations, permits, authorizations and other confirmations required to be obtained from any Governmental Authority or other Third Party that are necessary, proper or advisable to consummate the Merger and the other transactions contemplated by this Agreement as promptly as practicable, it being understood that the obtaining or requesting of any approvals, consents, clearances, registrations, permits, authorizations or other confirmations from, or the provision of notice with respect to the transactions contemplated by this Agreement to, any Governmental Authority or Third Party not set forth on either of Schedule 9.01(c) or Schedule 9.03(c) shall not be a condition to ClosingAgreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Santander Holdings USA, Inc.), Agreement and Plan of Merger (Santander Holdings USA, Inc.), Agreement and Plan of Merger (Santander Consumer USA Holdings Inc.)
