Common use of Subsidiary and Affiliate Action Clause in Contracts

Subsidiary and Affiliate Action. Wherever a Party has an obligation under this Agreement to “cause” a Subsidiary or Affiliate of such Party or any such Subsidiary’s or Affiliate’s officers, directors, management or employees to take, or refrain from taking, any action, or such action that may be necessary to accomplish the purposes of this Agreement, such obligation of such Party shall be deemed to include an undertaking on the part of such Party to cause such Subsidiary or Affiliate to take such necessary action. Wherever this Agreement provides that a Subsidiary or Affiliate of a Party has an obligation to act or refrain from taking any action, such party shall be deemed to have an obligation under this Agreement to cause such Subsidiary or Affiliate, or any such Subsidiary’s or Affiliate’s officers, directors, management or employees, to take, or refrain from taking, any action, or such action as may be necessary to accomplish the purposes of this Agreement. To the extent necessary or appropriate to give meaning or effect to the provisions of this Agreement or to accomplish the purposes of this Agreement, BNPP and the Company, as the case may be, shall be deemed to have an obligation under this Agreement to cause any Subsidiary thereof to take, or refrain from taking, any action, and to cause such Subsidiary’s officers, directors, management or employees, to take, or refrain from taking, any action otherwise contemplated herein. Any failure by an Affiliate of BNPP or the Company to act or refrain from taking any action contemplated by this Agreement shall be deemed to be a breach of this Agreement by BNPP or the Company, respectively.

Appears in 6 contracts

Samples: Stockholder Agreement, Stockholder Agreement (First Hawaiian, Inc.), Insurance Agreement (First Hawaiian, Inc.)

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Subsidiary and Affiliate Action. Wherever a Party has an obligation under this Agreement to “cause” a Subsidiary or Affiliate of such Party or any such Subsidiary’s or Affiliate’s officers, directors, management or employees to take, or refrain from taking, any action, or such action that may be necessary to accomplish the purposes of this Agreement, such obligation of such Party shall be deemed to include an undertaking on the part of such Party to cause such Subsidiary or Affiliate to take such necessary action. Wherever this Agreement provides that a Subsidiary or Affiliate of a Party has an obligation to act or refrain from taking any action, such party shall be deemed to have an obligation under this Agreement to cause such Subsidiary or Affiliate, or any such Subsidiary’s or Affiliate’s officers, directors, management or employees, to take, or refrain from taking, any action, or such action as may be necessary to accomplish the purposes of this Agreement. To the extent necessary or appropriate to give meaning or effect to the provisions of this Agreement or to accomplish the purposes of this Agreement, BNPP NAB and the Company, as the case may be, shall be deemed to have an obligation under this Agreement to cause any Subsidiary thereof to take, or refrain from taking, any action, and to cause such Subsidiary’s officers, directors, management or employees, to take, or refrain from taking, any action otherwise contemplated herein. Any failure by an Affiliate of BNPP NAB or the Company to act or refrain from taking any action contemplated by this Agreement shall be deemed to be a breach of this Agreement by BNPP NAB or the Company, respectively.

Appears in 5 contracts

Samples: Stockholder Agreement (National Australia Bank LTD), Stockholder Agreement (Great Western Bancorp, Inc.), Stockholder Agreement (Great Western Bancorp, Inc.)

Subsidiary and Affiliate Action. Wherever a Party party has an obligation under this Agreement to “cause” a Subsidiary or Affiliate of such Party party or any such Subsidiary’s or Affiliate’s officers, directors, management or employees to take, or refrain from taking, any action, or such action that may be necessary to accomplish the purposes of this Agreement, such obligation of such Party party shall be deemed to include an undertaking on the part of such Party party to cause such Subsidiary or Affiliate to take such necessary action. Wherever this Agreement provides that a Subsidiary or Affiliate of a Party party has an obligation to act or refrain from taking any action, such party shall be deemed to have an obligation under this Agreement to cause such Subsidiary or Affiliate, or any such Subsidiary’s or Affiliate’s officers, directors, management or employees, to take, or refrain from taking, any action, or such action as may be necessary to accomplish the purposes of this Agreement. To the extent necessary or appropriate to give meaning or effect to the provisions of this Agreement or to accomplish the purposes of this Agreement, BNPP Parent and the Company, as the case may be, shall be deemed to have an obligation under this Agreement to cause any Subsidiary thereof to take, or refrain from taking, any action, and to cause such Subsidiary’s officers, directors, management or employees, to take, or refrain from taking, any action otherwise contemplated herein. Any failure by an Affiliate of BNPP Parent or the Company to act or refrain from taking any action contemplated by this Agreement shall be deemed to be a breach of this Agreement by BNPP Parent or the Company, respectively.

Appears in 4 contracts

Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Byline Bancorp, Inc.), Agreement and Plan of Merger (FCB Financial Holdings, Inc.)

Subsidiary and Affiliate Action. Wherever a Party party has an obligation under this Agreement to “cause” a Subsidiary or other Affiliate of such Party party or any such Subsidiary’s or other Affiliate’s officers, directors, management or employees Representatives to take, or refrain from taking, any action, or such action that may be necessary necessary, to accomplish the purposes of this Agreement, such obligation of such Party party shall be deemed to include an undertaking on the part of such Party party to cause such Subsidiary or other Affiliate to take such necessary action. Wherever this Agreement provides that a Subsidiary or other Affiliate of a Party party has an obligation to act or refrain from taking any action, such party shall be deemed to have an obligation under this Agreement to cause such Subsidiary or other Affiliate, or any such Subsidiary’s or other Affiliate’s officers, directors, management or employees, Representatives to take, or refrain from taking, any the action, or such action as may be necessary to accomplish the purposes of this Agreement. To the extent necessary or appropriate to give meaning or effect to the provisions of this Agreement or to accomplish the purposes of this Agreement, BNPP Purchaser and the Company, as the case may be, shall be deemed to have an obligation under this Agreement to cause any Subsidiary thereof to take, or refrain from taking, any action, and to cause such Subsidiary’s officers, directors, management or employees, Representatives to take, or refrain from taking, any action action, otherwise contemplated herein. Any failure by an Affiliate of BNPP Purchaser or the Company any Seller to act or refrain from taking any action contemplated by this Agreement shall be deemed to be a breach of this Agreement by BNPP Purchaser or the Companysuch Seller, respectively.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Umb Financial Corp)

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Subsidiary and Affiliate Action. Wherever a Party party has an obligation under this Agreement to “cause” a Subsidiary or other Affiliate of such Party party or any such Subsidiary’s or other Affiliate’s officers, directors, management or employees Representatives to take, or refrain from taking, any action, or such action that may be necessary necessary, to accomplish the purposes of this Agreement, such obligation of such Party party shall be deemed to include an undertaking on the part of such Party party to cause such Subsidiary or other Affiliate to take such necessary action. Wherever this Agreement provides that a Subsidiary or other Affiliate of a Party party has an obligation to act or refrain from taking any action, such party shall be deemed to have an obligation under this Agreement to cause such Subsidiary or other Affiliate, or any such Subsidiary’s or other Affiliate’s officers, directors, management or employees, Representatives to take, or refrain from taking, any the action, or such action as may be necessary to accomplish the purposes of this Agreement. To the extent necessary or appropriate to give meaning or effect to the provisions of this Agreement or to accomplish the purposes of this Agreement, BNPP Purchaser and the CompanyShareholders, as the case may be, shall be deemed to have an obligation under this Agreement to cause any Subsidiary thereof to take, or refrain from taking, any action, and to cause such Subsidiary’s officers, directors, management or employees, Representatives to take, or refrain from taking, any action action, otherwise contemplated herein. Any failure by an Affiliate of BNPP Purchaser or the Company any Seller to act or refrain from taking any action contemplated by this Agreement shall be deemed to be a breach of this Agreement by BNPP Purchaser or the Companysuch Seller, respectively.

Appears in 1 contract

Samples: Stock Purchase Agreement (Citizens Community Bancorp Inc.)

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