Common use of Regulatory Undertakings Clause in Contracts

Regulatory Undertakings. Subject to the terms and conditions of this Agreement (including, for the avoidance of doubt, any actions taken by the Company permitted by Section 7.03), the Company and Parent shall use their reasonable best efforts to take, or cause to be 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 the transactions contemplated by this Agreement as soon as practicable (and in any event prior to the End Date), including (a) preparing and filing (and Parent shall cause its applicable Affiliates to prepare and file) as promptly as practicable with any Governmental 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, proper or advisable filings, notices, petitions, statements, registrations, submissions of information, applications and other documents (including any filings requested or recommended by any Governmental Authority pursuant to its regulations) and (b) obtaining and maintaining all approvals, consents, 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 transactions contemplated by this Agreement.

Appears in 3 contracts

Samples: Merger Agreement (Santander Holdings USA, Inc.), Merger Agreement (Santander Holdings USA, Inc.), Merger Agreement (Santander Consumer USA Holdings Inc.)

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Regulatory Undertakings. Subject to the terms and conditions of this Agreement (including, for the avoidance of doubt, any actions taken by the Company permitted by Section 7.03), the The Company and Parent (it being understood that references to Parent in this Section 8.01 shall include Merger Sub) shall cooperate and use their commercially reasonable best efforts to take, or cause to be takentaken (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 (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 Agreement, including the Merger, as soon promptly as practicable (and in any event prior to the End Date)practicable, including (ai) preparing and filing (and Parent shall cause its applicable Affiliates to prepare and file) as promptly as practicable with any Governmental Authority, including the Federal Reserve (which filing shall be made within ten Business Days of the date of this Agreement), Authority or other Third Party all documentation to effect all necessary, proper or advisable necessary filings, notices, petitions, statements, registrations, submissions of information, information and applications and other documents (including any filings requested or recommended by any Governmental Authority pursuant to its regulations) and (bii) 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 AgreementAgreement 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 2 contracts

Samples: Merger Agreement (Washington Dennis R), Merger Agreement (Atlas Corp.)

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