Common use of Transition; Informational Systems Conversion Clause in Contracts

Transition; Informational Systems Conversion. From and after the date hereof, BFC and TB will use their commercially reasonable efforts to facilitate the integration of TB with the business of 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 TB and each of its Subsidiaries (the “Informational Systems Conversion”) to those used by BFC, which planning shall include, but not be limited to, (a) discussion of third party service provider arrangements of TB and each of its Subsidiaries; (b) non-renewal or changeover, after the Effective Time, of personal property leases and software licenses used by TB 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. BFC shall promptly reimburse TB on request for any reasonable and documented out-of-pocket fees, expenses or charges that TB may incur as a result of taking, at the request of BFC, 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, BFC FBMS and TB FFB will use their commercially reasonable efforts to facilitate the integration of TB FFB with the business of BFC 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 TB FFB and each of its Subsidiaries (the “Informational Systems Conversion”) to those used by BFCFBMS, which planning shall include, but not be limited to, include (a) discussion of third third-party service provider arrangements of TB FFB and each of its Subsidiaries; (b) non-renewal or changeover, after the Effective Time, of personal property leases and software Software licenses used by TB FFB 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. BFC FBMS shall promptly reimburse TB FFB on request for any reasonable and documented out-of-pocket fees, expenses or charges that TB FFB may incur as a result of taking, at the request of BFCFBMS, 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/)

Transition; Informational Systems Conversion. From and after the date hereof, BFC FBMS and TB BBI will use their commercially reasonable efforts to facilitate the integration of TB BBI with the business of BFC 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 TB BBI and each of its Subsidiaries (the “Informational Systems Conversion”) to those used by BFCFBMS, which planning shall include, but not be limited to, include (a) discussion of third third-party service provider arrangements of TB BBI and each of its Subsidiaries; (b) non-renewal or changeover, after the Effective Time, of personal property leases and software Software licenses used by TB BBI 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. BFC FBMS shall promptly reimburse TB BBI on request for any reasonable and documented out-of-pocket fees, expenses or charges that TB BBI may incur as a result of taking, at the request of BFCFBMS, 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, BFC FBMS and TB HSBI will use their commercially reasonable efforts to facilitate the integration of TB HSBI with the business of BFC 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 TB HSBI and each of its Subsidiaries (the “Informational Systems Conversion”) to those used by BFCFBMS, which planning shall include, but not be limited to, include (a) discussion of third third-party service provider arrangements of TB HSBI and each of its Subsidiaries; (b) non-renewal or changeover, after the Effective Time, of personal property leases and software Software licenses used by TB HSBI 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. BFC FBMS shall promptly reimburse TB HSBI on request for any reasonable and documented out-of-pocket fees, expenses or charges that TB HSBI may incur as a result of taking, at the request of BFCFBMS, any action prior to the Effective Time to facilitate the Informational Systems Conversion.

Appears in 1 contract

Samples: Voting Agreement (First Bancshares Inc /MS/)

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