Appropriate Actions; Consents; Filings Clause Samples

Appropriate Actions; Consents; Filings. (a) Acquiror and the Company shall use their reasonable best efforts to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise in order to consummate and make effective the transactions contemplated by this Agreement that are intended to be consummated prior to the Effective Time as promptly as practicable hereafter, (ii) obtain from any Governmental Entity any Government Approvals required to be obtained or made by the Company or Acquiror or any of their respective Subsidiaries, or to avoid or cause to be withdrawn or terminated, without prejudice to the parties, any action or proceeding by any Governmental Entity, in connection with the authorization, execution and delivery of this Agreement and the consummation of the Holding Company Merger and the Bank Merger as contemplated hereby, and (iii) make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement, the Holding Company Merger and the Bank Merger required under (A) the BHCA, (B) the California Financial Code, (C) the Exchange Act, and any other applicable federal or state securities Laws, and (D) any other applicable Law; provided, that the Company and Acquiror shall cooperate with each other in connection with the preparation and making of all such filings, including, if requested and subject to applicable laws regarding the exchange of information by providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions or changes suggested in connection therewith provided that the reviewing party agrees to act reasonably and as promptly as practicable; provided further, that any initial filings with Governmental Entities (other than the Registration Statement) shall be made by Acquiror as soon as reasonably practicable after the execution hereof but, provided that the Company has cooperated as described above, in no event later than 60 Business Days after the date hereof; and provided further, that nothing in this Section 5.5(a) shall require the expenditure of money by Acquiror or the Company to a third party in exchange for any such consent (other than filing or processing fees). The Company and Acquiror shall furnish to each other all information reasonably required for any application or other filing under applicable Law in connection with the transac...
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Appropriate Actions; Consents; Filings. The Parties will cooperate with each other in connection with, and each Seller and Acquired Company shall use commercially reasonable efforts to (a) take, or cause to be taken, all actions, and do, or cause to be done, all things necessary, proper or advisable under this Agreement and the Ancillary Agreements to which they are a party, applicable Law or otherwise to consummate and make effective the Transactions, (b) obtain from any Governmental Authorities any consents, licenses, Permits, waivers, approvals, authorizations or Orders required to be obtained and to make any filings with or notifications or submissions to any Governmental Authority required to be made in connection with this Agreement, the Ancillary Agreements and the consummation of the Transactions, and (c) make all necessary filings, notices and other required submissions, with respect to this Agreement and the Ancillary Agreements, that are necessary, proper or advisable under applicable Law or otherwise are reasonably required to obtain the Company Approvals and to comply with applicable Law. Each of the Company Approvals shall be in writing and in form and substance reasonably satisfactory to Buyer, and executed counterparts of such Company Approvals shall be delivered to Buyer promptly after receipt thereof, and copies of such notices shall be delivered to Buyer promptly after the making thereof. Notwithstanding anything herein to the contrary, none of Buyer or its Affiliates shall be required to pay any amounts in connection with obtaining any Company Approvals or to provide any guarantees of the obligations of any Acquired Company or any Seller.
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Appropriate Actions; Consents; Filings. (a) THE PARTIES SHALL USE THEIR REASONABLE COMMERCIAL EFFORTS TO (I) TAKE, OR CAUSE TO BE TAKEN, ALL APPROPRIATE ACTION, AND DO, OR CAUSE TO BE DONE, ALL THINGS NECESSARY, PROPER OR ADVISABLE UNDER APPLICABLE LAW OR OTHERWISE IN ORDER TO CONSUMMATE AND MAKE EFFECTIVE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT THAT ARE INTENDED TO BE CONSUMMATED PRIOR TO THE EFFECTIVE TIME AS PROMPTLY AS PRACTICABLE HEREAFTER. WITHIN 30 BUSINESS DAYS OF EXECUTING THIS AGREEMENT, HERITAGE, WITH THE COOPERATION OF DIABLO (PROVIDED THAT SUCH PERIOD SHALL BE EXTENDED TO THE EXTENT THAT ANY DELAY IS SOLELY ATTRIBUTABLE TO DIABLO’S FAILURE TO PROVIDE REQUIRED INFORMATION IN A TIMELY MANNER), SHALL FILE ALL REQUIRED APPLICATIONS TO (I) OBTAIN FROM ANY GOVERNMENTAL AUTHORITY ANY REQUIRED APPROVALS REQUIRED TO BE OBTAINED OR MADE BY, OR TO AVOID OR CAUSE TO BE WITHDRAWN OR TERMINATED, WITHOUT PREJUDICE TO THE PARTIES, ANY ACTION OR PROCEEDING BY ANY GOVERNMENTAL AUTHORITY, IN CONNECTION WITH THE AUTHORIZATION, EXECUTION AND DELIVERY OF THIS AGREEMENT AND THE CONSUMMATION OF THE MERGER AS CONTEMPLATED HEREBY, AND (III) MAKE ALL NECESSARY FILINGS, AND THEREAFTER MAKE ANY OTHER REQUIRED SUBMISSIONS, WITH RESPECT TO THIS AGREEMENT, THE MERGER REQUIRED UNDER (A) THE BHCA, (B) THE CALIFORNIA FINANCIAL CODE, (C) THE FEDERAL DEPOSIT INSURANCE ACT, (D) THE EXCHANGE ACT, (E) THE SECURITIES ACT, AND ANY OTHER APPLICABLE FEDERAL OR STATE SECURITIES LAWS, AND (F) ANY OTHER APPLICABLE LAW; PROVIDED, HOWEVER, THAT HERITAGE, HBC AND DIABLO SHALL COOPERATE WITH EACH OTHER IN CONNECTION WITH THE PREPARATION AND MAKING OF ALL SUCH FILINGS, INCLUDING, IF REQUESTED AND SUBJECT TO APPLICABLE LAWS REGARDING THE EXCHANGE OF INFORMATION BY PROVIDING COPIES OF ALL SUCH DOCUMENTS TO THE NON-FILING PARTY AND ITS ADVISORS PRIOR TO FILING AND, IF REQUESTED, TO ACCEPT ALL REASONABLE ADDITIONS, DELETIONS OR CHANGES SUGGESTED IN CONNECTION THEREWITH PROVIDED, HOWEVER, THAT THE REVIEWING PARTY AGREES TO ACT REASONABLY AND AS PROMPTLY AS PRACTICABLE. HERITAGE AND DIABLO SHALL FURNISH TO EACH OTHER ALL INFORMATION REASONABLY REQUIRED FOR ANY APPLICATION OR OTHER FILING UNDER APPLICABLE LAW IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. (b) THE PARTIES SHALL GIVE ANY NOTICES TO THIRD PARTIES, AND USE, REASONABLE EFFORTS TO OBTAIN ANY THIRD PARTY CONSENTS, (I) NECESSARY, PROPER OR ADVISABLE TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED IN THIS AGREEMENT OR (II) DISCLOSED IN THE DISCLOSURE SCHEDUL...
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Related to Appropriate Actions; Consents; Filings

  • No Conflicts; Consents and Approvals The execution, delivery and performance of this Agreement and the Loan Documents, and the consummation of the transactions contemplated hereby and thereby, including the issuance of the Revolving Note, will not: (i) constitute a violation of or conflict with the any Credit Parties’ respective articles of incorporation (including any certificates of designation, is applicable), bylaws, operating agreement, partnership agreement, certificate of organization or similar governing or organizational documents; (ii) constitute a violation of, or a default or breach under (either immediately, upon notice, upon lapse of time, or both), or conflicts with, or gives to any other Person any rights of termination, amendment, acceleration or cancellation of, any provision of any contract or agreement to which any Credit Party is a party or by which any of its or their assets or properties may be bound; (iii) constitute a violation of, or a default or breach under (either immediately, upon notice, upon lapse of time, or both), or conflicts with, any order, writ, injunction, decree, or any other judgment of any nature whatsoever; (iv) constitute a violation of, or conflict with, any law, rule, ordinance or other regulation (including foreign and United States federal and state securities laws); or (v) result in the loss or adverse modification of, or the imposition of any fine, penalty or other Lien, claim or encumbrance with respect to, any Permit granted or issued to, or otherwise held by or for the use of, any Credit Party or any of its assets. The Credit Parties are not in violation of any Credit Parties’ respective articles of incorporation (including any certificates of designation, is applicable), bylaws, operating agreement, partnership agreement, certificate of organization or similar governing or organizational documents, as applicable, and the Credit Parties are not in default or breach (and no event has occurred which with notice or lapse of time or both could put any Credit Party in default or breach) under, and the Credit Parties have not taken any action or failed to take any action that would give to any other Person any rights of termination, amendment, acceleration or cancellation of, any contract or agreement to which any Credit Party is a party or by which any property or assets of any Credit Party are bound or affected. No business of any Credit Party is being conducted, and shall not be conducted, in violation of any law, rule, ordinance or other regulation. Except as specifically contemplated by this Agreement, the Credit Parties are not required to obtain any consent or approval of, from, or with any Governmental Authority, or any other Person, in order for it to execute, deliver or perform any of its obligations under this Agreement or the Loan Documents in accordance with the terms hereof or thereof. All consents and approvals which any Credit Party is required to obtain pursuant to the immediately preceding sentence have been obtained or effected on or prior to the Effective Date.