Common use of Taking of Necessary Action Clause in Contracts

Taking of Necessary Action. Sovereign and ML shall each use its reasonable best efforts in good faith, and each of them shall cause its Subsidiaries to use their reasonable best efforts in good faith, to take or cause to be taken all action necessary or desirable on its part so as to permit completion of the Merger and the Bank Merger as soon as practicable after the date hereof, including, without limitation, (A) obtaining the consent or approval of each individual, partnership, corporation, association or other business or professional entity whose consent or approval is required or desirable for consummation of the transactions contemplated hereby (including assignment of leases without any change in terms), provided that neither ML nor any ML Subsidiary shall agree to make any payments or modifications to agreements in connection therewith without the prior written consent of Sovereign, and (B) requesting the delivery of appropriate opinions, consents and letters from its counsel and independent auditors. No party hereto shall take, or cause, or to the best of its ability permit to be taken, any action that would substantially impair the prospects of completing the Merger and the Bank Merger pursuant to this Agreement and the Bank Plan of Merger; provided that nothing herein contained shall preclude Sovereign or ML or from exercising its rights under this Agreement or the Stock Option Agreement.

Taking of Necessary Action. Sovereign Franklin and ML Xxxxxx shall each use its reasonable best efforts in good faith, and each of them shall cause its Subsidiaries to use their reasonable best efforts in good faith, to take or cause to be taken all action necessary or desirable on its part using its best efforts so as to permit completion of the Merger and the Bank Merger Merger, as soon as practicable after the date hereof, including, without limitation, (A) obtaining the consent or approval of each individual, partnership, corporation, association or other business or professional entity whose consent or approval is required or desirable for consummation of the transactions contemplated hereby (including assignment of leases without any change in terms), provided that neither ML nor any ML Subsidiary Xxxxxx shall not agree to make any payments or modifications to agreements in connection therewith without the prior written consent of SovereignFranklin, and (B) requesting the delivery of appropriate opinions, consents and letters from its counsel and independent auditors. No party hereto shall take, or cause, or to the best of its ability permit to be taken, any action that would substantially impair the prospects of completing the Merger and the Bank Merger pursuant to this Agreement and the Bank Plan of Merger; provided that nothing herein contained shall preclude Sovereign Franklin or ML Xxxxxx or from exercising its rights under this Agreement or the Stock Option Agreement.

Taking of Necessary Action. Sovereign and ML First Essex shall each use its commercially reasonable best efforts in good faith, and each of them shall cause its Subsidiaries to use their commercially reasonable best efforts in good faith, to take or cause to be taken all action necessary or desirable on its part using commercially reasonable efforts so as to permit completion of the Merger and the Bank Merger Merger, as soon as practicable after the date hereof, including, without limitation, (A) obtaining the consent or approval of each individual, partnership, corporation, association or other business or professional entity whose consent or approval is required or desirable for consummation of the transactions contemplated hereby (including assignment of leases without any change in terms), provided that neither ML First Essex nor any ML First Essex Subsidiary shall agree to make any payments or modifications to agreements in connection therewith without the prior written consent of Sovereign, and (B) requesting the delivery of appropriate opinions, consents and letters from its counsel and independent auditors. No party hereto shall take, or cause, or to the best of its ability permit to be taken, any action that would substantially impair the prospects of completing the Merger and the Bank Merger pursuant to this Agreement and the Bank Plan of Merger; provided that nothing herein contained shall preclude Sovereign or ML First Essex or from exercising its rights under this Agreement or the Stock Option Agreement.

Taking of Necessary Action. Sovereign and ML Main Street -------------------------- shall each use its reasonable best efforts in good faith, and each of them shall cause its Subsidiaries to use their reasonable best efforts in good faith, to take or cause to be taken all action necessary or desirable on its part using its best efforts so as to permit completion of the Merger and the Bank Merger Merger, as soon as practicable after the date hereof, including, without limitation, (A) obtaining the consent or approval of each individual, partnership, corporation, association or other business or professional entity whose consent or approval is required or desirable for consummation of the transactions contemplated hereby (including assignment of leases without any change in terms), provided that neither ML Main Street nor any ML Main Street Subsidiary shall agree to make any payments or modifications to agreements in connection therewith without the prior written consent of Sovereign, and (B) requesting the delivery of appropriate opinions, consents and letters from its counsel and independent auditors. No party hereto shall take, or cause, or to the best of its ability permit to be taken, any action that would substantially impair the prospects of completing the Merger and the Bank Merger pursuant to this Agreement and the Bank Plan of Merger; provided that nothing herein contained shall preclude Sovereign or ML Main Street or from exercising its rights under this Agreement or the Stock Option Agreement.

Taking of Necessary Action. Sovereign and ML Waypoint shall each use its commercially reasonable best efforts in good faith, and each of them shall cause its Subsidiaries to use their commercially reasonable best efforts in good faith, to take or cause to be taken all action necessary or desirable on its part using commercially reasonable efforts so as to permit completion of the Merger and the Bank Merger Merger, as soon as reasonably practicable after the date hereof, including, without limitation, (Aa) obtaining the consent or approval of each individual, partnership, corporation, association or other business or professional entity whose consent or approval is required or desirable for consummation of the transactions contemplated hereby (including assignment of leases without any change in terms), provided that neither ML Waypoint nor any ML Waypoint Subsidiary shall agree to make any payments or modifications to agreements in connection therewith without the prior written consent of Sovereign, Sovereign and (Bb) requesting the delivery of appropriate opinions, consents and letters from its counsel and independent auditors. No party hereto shall take, or cause, or to the best of its ability permit to be taken, any action that would substantially impair the prospects of completing the Merger and the Bank Merger pursuant to this Agreement and the Bank Plan of Merger; provided that nothing herein contained shall preclude Sovereign or ML Waypoint or from exercising its rights under this Agreement or the Stock Option Agreement.

Taking of Necessary Action. (a) Sovereign and ML Peoples shall each use its reasonable best efforts in good faith, and each of them shall cause its Subsidiaries to use their reasonable best efforts in good faith, to take or cause to be taken all action necessary or desirable on its part using its best efforts so as to permit completion of the Merger and the Bank Merger Merger, as soon as practicable after the date hereof, including, without limitation, (A) obtaining the consent or approval of each individual, partnership, corporation, association or other business or professional entity whose consent or approval is required or desirable for consummation of the transactions contemplated hereby (including assignment of leases without any change in terms), provided that neither ML Peoples nor any ML Peoples Subsidiary shall agree to make any payments or modifications to agreements in connection therewith without the prior written consent of Sovereign, and (B) requesting the delivery of appropriate opinions, consents and letters from its counsel and independent auditors. No party hereto shall take, or cause, or to the best of its ability permit to be taken, any action that would substantially impair the prospects of completing the Merger and the Bank Merger pursuant to this Agreement and the Bank Plan of Merger; provided that nothing herein contained shall preclude Sovereign or ML Peoples or from exercising its rights under this Agreement or the Stock Option Agreement. (b) Sovereign shall not take any action which would result in any of the representations and warranties of Sovereign set forth in this Agreement becoming untrue as of any date after the date hereof or in any of the conditions set forth in Article V hereof not being satisfied, except in each case as may be required by law.

Taking of Necessary Action. (a) Sovereign and ML First Home shall each use its reasonable best efforts in good faith, and each of them shall cause its Subsidiaries to use their reasonable best efforts in good faith, to take or cause to be taken all action necessary or desirable on its part using its best efforts so as to permit completion of the Merger and the Bank Merger Merger, as soon as practicable after the date hereof, including, without limitation, (A) obtaining the consent or approval of each individual, partnership, corporation, association or other business or professional entity whose consent or approval is required or desirable for consummation of the transactions contemplated hereby (including assignment of leases without any change in terms), provided that neither ML First Home nor any ML First Home Subsidiary shall agree to make any payments or modifications to agreements in connection therewith without the prior written consent of Sovereign, and (B) requesting the delivery of appropriate opinions, consents and letters from its counsel and independent auditors. No party hereto shall take, or cause, or to the best of its ability permit to be taken, any action that would substantially impair the prospects of completing the Merger and the Bank Merger pursuant to this Agreement and the Bank Plan of Merger; provided that nothing herein contained shall preclude Sovereign or ML First Home or from exercising its rights under this Agreement or the Stock Option Agreement.

Taking of Necessary Action. Sovereign and ML Seacoast shall each use its commercially reasonable best efforts in good faith, and each of them shall cause its Subsidiaries to use their commercially reasonable best efforts in good faith, to take or cause to be taken all action necessary or desirable on its part using commercially reasonable efforts so as to permit completion of the Merger and the Bank Merger Merger, as soon as practicable after the date hereof, including, without limitation, (A) obtaining the consent or approval of each individual, partnership, corporation, association or other business or professional entity whose consent or approval is required or desirable for consummation of the transactions contemplated hereby (including assignment of leases without any change in terms), provided that neither ML Seacoast nor any ML Seacoast Subsidiary shall agree to make any payments or modifications to agreements in connection therewith without the prior written consent of Sovereign, Sovereign and (B) requesting the delivery of appropriate opinions, consents and letters from its counsel and independent auditors. No party hereto shall take, or cause, or to the best of its ability permit to be taken, any action that would substantially impair the prospects of completing the Merger and the Bank Merger pursuant to this Agreement and the Bank Plan of Merger; provided that nothing herein contained shall preclude Sovereign or ML Seacoast or from exercising its rights under this Agreement or Agreement. Seacoast and the Stock Option AgreementSeacoast Banks shall use commercially reasonable efforts so as to permit the completion of the Abington Merger as soon as practicable after the date hereof and prior to the Effective Time.

Taking of Necessary Action. Sovereign (a) TFC and ML SHB shall each use its best commercially reasonable best efforts in good faithefforts, and each of them shall cause its Subsidiaries to use their best commercially reasonable best efforts in good faithefforts, to (i) furnish such information as may be required in connection with the preparation of the documents referred to in Section 4.4 of this Agreement, and (ii) take or cause to be taken all action necessary or desirable on its part so as to permit completion consummation of the Merger and the Bank Merger as soon as practicable after at the date hereofearliest possible date, including, without limitation, (A1) obtaining the consent or approval of each individual, partnership, corporation, association or other business or professional entity whose consent or approval is required or desirable for consummation of the transactions contemplated hereby (including assignment of leases without any change in terms)hereby, provided that neither ML SHB nor any ML SHB Subsidiary shall agree to make any payments or modifications modification to agreements in connection therewith without the prior written consent of Sovereign, TFC and (B2) requesting the delivery of appropriate opinions, consents and letters from its counsel and independent auditors. No party hereto shall take, or cause, or to the best of its ability permit to be taken, any action that would substantially impair the prospects of completing the Merger and the Bank Merger pursuant to this Agreement and the Bank Plan of Merger; provided that nothing herein contained shall preclude Sovereign TFC or ML or SHB from exercising its rights under this Agreement or the Stock Option Agreement. (b) SHB and TFC shall promptly prepare a Proxy Statement to be mailed to SHB's shareholders in connection with the meeting and transaction contemplated hereby.