Common use of Transition; Informational Systems Conversion Clause in Contracts

Transition; Informational Systems Conversion. From and after the date hereof, FBMS and FPB will use their commercially reasonable efforts to facilitate the integration of FPB with the business of FBMS following consummation of the transactions contemplated hereby, and shall meet on a regular basis to discuss and plan for the conversion of the data processing and related electronic informational systems of FPB and each of its Subsidiaries (the “Informational Systems Conversion”) to those used by FBMS, which planning shall include, but not be limited to, (a) discussion of third-party service provider arrangements of FPB and each of its Subsidiaries; (b) non-renewal or changeover, after the Effective Time, of personal property leases and software licenses used by FPB and each of its Subsidiaries in connection with the systems operations; (c) retention of outside consultants and additional employees to assist with the conversion; (d) outsourcing, as appropriate after the Effective Time, of proprietary or self-provided system services; and (e) any other actions necessary and appropriate to facilitate the conversion, as soon as practicable following the Effective Time. FBMS shall promptly reimburse FPB on request for any reasonable and documented out-of-pocket fees, expenses or charges that FPB may incur as a result of taking, at the request of FBMS, any action prior to the Effective Time to facilitate the Informational Systems Conversion.

Appears in 1 contract

Samples: Agreement and Plan of Merger (First Bancshares Inc /MS/)

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Transition; Informational Systems Conversion. From and after the date hereof, FBMS BFC and FPB HTB will use their commercially reasonable efforts to facilitate the integration of FPB HTB with the business of FBMS BFC following consummation of the transactions contemplated hereby, and shall meet on a regular basis to discuss and plan for the conversion of the data processing and related electronic informational systems of FPB HTB and each of its Subsidiaries (the “Informational Systems Conversion”) to those used by FBMSBFC, which planning shall include, but not be limited to, (a) discussion of third-party service provider arrangements of FPB HTB and each of its Subsidiaries; (b) non-renewal or changeover, after the Effective Time, of personal property leases and software licenses used by FPB HTB and each of its Subsidiaries in connection with the systems operations; (c) retention of outside consultants and additional employees to assist with the conversion; (d) outsourcing, as appropriate after the Effective Time, of proprietary or self-provided system services; and (e) any other actions necessary and appropriate to facilitate the conversion, as soon as practicable following the Effective Time. FBMS BFC shall promptly reimburse FPB HTB on request for any reasonable and documented out-of-pocket fees, expenses or charges that FPB HTB may incur as a result of taking, at the request of FBMSBFC, any action prior to the Effective Time to facilitate the Informational Systems Conversion.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Bank First Corp)

Transition; Informational Systems Conversion. From and after the date hereof, FBMS SMBK and FPB SCB will use their commercially reasonable efforts to facilitate the integration of FPB SCB with the business of FBMS SMBK following consummation of the transactions contemplated hereby, and shall meet on a regular basis to discuss and plan for the conversion of the data processing and related electronic informational systems of FPB SCB and each of its Subsidiaries (the “Informational Systems Conversion”) to those used by FBMSSMBK, which planning shall include, but not be limited to, (a) discussion of third-party service provider arrangements of FPB SCB and each of its Subsidiaries; (b) non-renewal or changeover, after the Effective Time, of personal property leases and software licenses used by FPB SCB and each of its Subsidiaries in connection with the systems operations; (c) retention of outside consultants and additional employees to assist with the conversion; (d) outsourcing, as appropriate after the Effective Time, of proprietary or self-provided system services; and (e) any other actions necessary and appropriate to facilitate the conversion, as soon as practicable following the Effective Time. FBMS SMBK shall promptly reimburse FPB SCB on request for any reasonable and documented out-of-pocket fees, expenses expenses, or charges that FPB SCB may incur as a result of taking, at the request of FBMSSMBK, any action prior to the Effective Time to facilitate the Informational Systems Conversion.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Smartfinancial Inc.)

Transition; Informational Systems Conversion. From and after the date hereof, FBMS and FPB SSNF will use their commercially reasonable efforts to facilitate the integration of FPB SSNF with the business of FBMS following consummation of the transactions contemplated hereby, and shall meet on a regular basis to discuss and plan for the conversion of the data processing and related electronic informational systems of FPB SSNF and each of its Subsidiaries (the "Informational Systems Conversion") to those used by FBMS, which planning shall include, but not be limited to, (a) discussion of third-party service provider arrangements of FPB SSNF and each of its Subsidiaries; (b) non-renewal or changeover, after the Effective Time, of personal property leases and software licenses used by FPB SSNF and each of its Subsidiaries in connection with the systems operations; (c) retention of outside consultants and additional employees to assist with the conversion; (d) outsourcing, as appropriate after the Effective Time, of proprietary or self-provided system services; and (e) any other actions necessary and appropriate to facilitate the conversion, as soon as practicable following the Effective Time. FBMS shall promptly reimburse FPB SSNF on request for any reasonable and documented out-of-pocket fees, expenses or charges that FPB SSNF may incur as a result of taking, at the request of FBMS, any action prior to the Effective Time to facilitate the Informational Systems Conversion.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Sunshine Financial, Inc.)

Transition; Informational Systems Conversion. From and after the date hereof, FBMS SMBK and FPB PFG will use their commercially reasonable efforts to facilitate the integration of FPB PFG with the business of FBMS SMBK following consummation of the transactions contemplated hereby, and shall meet on a regular basis to discuss and plan for the conversion of the data processing and related electronic informational systems of FPB PFG and each of its Subsidiaries (the “Informational Systems Conversion”) to those used by FBMSSMBK, which planning shall include, but not be limited to, (a) discussion of third-party service provider arrangements of FPB PFG and each of its Subsidiaries; (b) non-renewal or changeover, after the Effective Time, of personal property leases and software licenses used by FPB PFG and each of its Subsidiaries in connection with the systems operations; (c) retention of outside consultants and additional employees to assist with the conversion; (d) outsourcing, as appropriate after the Effective Time, of proprietary or self-provided system services; and (e) any other actions necessary and appropriate to facilitate the conversion, as soon as practicable following the Effective Time. FBMS SMBK shall promptly reimburse FPB PFG on request for any reasonable and documented out-of-pocket fees, expenses or charges that FPB PFG may incur as a result of taking, at the request of FBMSSMBK, any action prior to the Effective Time to facilitate the Informational Systems Conversion.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Smartfinancial Inc.)

Transition; Informational Systems Conversion. From and after the date hereof, FBMS CBAN and FPB SCSG will use their commercially reasonable efforts to facilitate the integration of FPB SCSG with the business of FBMS CBAN following consummation of the transactions contemplated hereby, and shall meet on a regular basis to discuss and plan for the conversion of the data processing and related electronic informational systems of FPB SCSG and each of its Subsidiaries (the “Informational Systems Conversion”) to those used by FBMSCBAN, which planning shall include, but not be limited to, (a) discussion of third-party service provider arrangements of FPB SCSG and each of its Subsidiaries; (b) non-renewal or changeover, after the Effective Time, of personal property leases and software licenses used by FPB SCSG and each of its Subsidiaries in connection with the systems operations; (c) retention of outside consultants and additional employees to assist with the conversion; (d) outsourcing, as appropriate after the Effective Time, of proprietary or self-provided system services; and (e) any other actions necessary and appropriate to facilitate the conversion, as soon as practicable following the Effective Time. FBMS CBAN shall promptly reimburse FPB SCSG on request for any reasonable and documented out-of-pocket fees, expenses or charges that FPB SCSG may incur as a result of taking, at the request of FBMSCBAN, any action prior to the Effective Time to facilitate the Informational Systems Conversion.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Colony Bankcorp Inc)

Transition; Informational Systems Conversion. From and after the date hereof, FBMS BFC and FPB DBI will use their commercially reasonable efforts to facilitate the integration of FPB DBI with the business of FBMS BFC following consummation of the transactions contemplated hereby, and shall meet on a regular basis to discuss and plan for the conversion of the data processing and related electronic informational systems of FPB DBI and each of its Subsidiaries (the “Informational Systems Conversion”) to those used by FBMSBFC, which planning shall include, but not be limited to, (a) discussion of third-party service provider arrangements of FPB DBI and each of its Subsidiaries; (b) non-renewal or changeover, after the Effective Time, of personal property leases and software licenses used by FPB DBI and each of its Subsidiaries in connection with the systems operations; (c) retention of outside consultants and additional employees to assist with the conversion; (d) outsourcing, as appropriate after the Effective Time, of proprietary or self-provided system services; and (e) any other actions necessary and appropriate to facilitate the conversion, as soon as practicable following the Effective Time. FBMS BFC shall promptly reimburse FPB DBI on request for any reasonable and documented out-of-pocket fees, expenses or charges that FPB DBI may incur as a result of taking, at the request of FBMSBFC, any action prior to the Effective Time to facilitate the Informational Systems Conversion.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Bank First Corp)

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Transition; Informational Systems Conversion. From and after the date hereof, FBMS BFC and FPB PCB will use their commercially reasonable efforts to facilitate the integration of FPB PCB with the business of FBMS BFC following consummation of the transactions contemplated hereby, and shall meet on a regular basis to discuss and plan for the conversion of the data processing and related electronic informational systems of FPB PCB and each of its Subsidiaries (the “Informational Systems Conversion”) to those used by FBMSBFC, which planning shall include, but not be limited to, (a) discussion of third-party service provider arrangements of FPB PCB and each of its Subsidiaries; (b) non-renewal or changeover, after the Effective Time, of personal property leases and software licenses used by FPB PCB and each of its Subsidiaries in connection with the systems operations; (c) retention of outside consultants and additional employees to assist with the conversion; (d) outsourcing, as appropriate after the Effective Time, of proprietary or self-provided system services; and (e) any other actions necessary and appropriate to facilitate the conversion, as soon as practicable following the Effective Time. FBMS BFC shall promptly reimburse FPB PCB on request for any reasonable and documented out-of-pocket fees, expenses or charges that FPB PCB may incur as a result of taking, at the request of FBMSBFC, any action prior to the Effective Time to facilitate the Informational Systems Conversion.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Bank First National Corp)

Transition; Informational Systems Conversion. From and after the date hereof, FBMS CBAN and FPB LBC will use their commercially reasonable efforts to facilitate the integration of FPB LBC with the business of FBMS CBAN following consummation of the transactions contemplated hereby, and shall meet on a regular basis to discuss and plan for the conversion of the data processing and related electronic informational systems of FPB LBC and each of its Subsidiaries (the “Informational Systems Conversion”) to those used by FBMSCBAN, which planning shall include, but not be limited to, (a) discussion of third-party service provider arrangements of FPB LBC and each of its Subsidiaries; (b) non-renewal or changeover, after the Effective Time, of personal property leases and software licenses used by FPB LBC and each of its Subsidiaries in connection with the systems operations; (c) retention of outside consultants and additional employees to assist with the conversion; (d) outsourcing, as appropriate after the Effective Time, of proprietary or self-provided system services; and (e) any other actions necessary and appropriate to facilitate the conversion, as soon as practicable following the Effective Time. FBMS CBAN shall promptly reimburse FPB LBC on request for any reasonable and documented out-of-pocket fees, expenses or charges that FPB LBC may incur as a result of taking, at the request of FBMSCBAN, any action prior to the Effective Time to facilitate the Informational Systems Conversion.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Colony Bankcorp Inc)

Transition; Informational Systems Conversion. From and after the date hereof, FBMS KBI and FPB will MFC shall use their commercially reasonable efforts to facilitate the integration of FPB MFC with the business of FBMS KBI following consummation of the transactions contemplated hereby, and shall meet on a regular basis to discuss and plan for the conversion of the data processing and related electronic informational systems of FPB MFC and each of its Subsidiaries MFC Subsidiary (the “Informational Systems Conversion”) to those used or to be used by FBMSKBI, which planning shall include, but not be limited to, (a) discussion of third-party service provider arrangements of FPB MFC and each of its SubsidiariesMFC Subsidiary; (b) non-renewal or changeover, after the Effective Time, of personal property leases and software licenses used by FPB MFC and each of its Subsidiaries MFC Subsidiary in connection with the systems operations; (c) retention of outside consultants and additional employees to assist with the conversion; (d) outsourcing, as appropriate after the Effective Time, of proprietary or self-provided system services; and (e) any other actions necessary and appropriate to facilitate the conversion, as soon as practicable following the Effective Time. FBMS KBI shall promptly reimburse FPB MFC on request for any reasonable and documented out-of-pocket fees, expenses or charges that FPB MFC may incur as a result of taking, at the request of FBMSKBI, any action prior to the Effective Time to facilitate the Informational Systems Conversion.

Appears in 1 contract

Samples: Agreement and Plan of Share (Kentucky Bancshares Inc /Ky/)

Transition; Informational Systems Conversion. From and after the date hereof, FBMS and FPB SSNF will use their commercially reasonable efforts to facilitate the integration of FPB SSNF with the business of FBMS following consummation of the transactions contemplated hereby, and shall meet on a regular basis to discuss and plan for the conversion of the data processing and related electronic informational systems of FPB SSNF and each of its Subsidiaries (the “Informational Systems Conversion”) to those used by FBMS, which planning shall include, but not be limited to, (a) discussion of third-party service provider arrangements of FPB SSNF and each of its Subsidiaries; (b) non-renewal or changeover, after the Effective Time, of personal property leases and software licenses used by FPB SSNF and each of its Subsidiaries in connection with the systems operations; (c) retention of outside consultants and additional employees to assist with the conversion; (d) outsourcing, as appropriate after the Effective Time, of proprietary or self-provided system services; and (e) any other actions necessary and appropriate to facilitate the conversion, as soon as practicable following the Effective Time. FBMS shall promptly reimburse FPB SSNF on request for any reasonable and documented out-of-pocket fees, expenses or charges that FPB SSNF may incur as a result of taking, at the request of FBMS, any action prior to the Effective Time to facilitate the Informational Systems Conversion.

Appears in 1 contract

Samples: Agreement and Plan of Merger (First Bancshares Inc /MS/)

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