Regulatory Matters and Approvals. Each of the Parties will give any notices to, make any Filings with, and use commercially reasonable efforts to obtain any Required Consents and to comply any Legal Requirements associated with the consummation of the Contemplated Transactions, including obtaining any authorizations, consents, and approvals of Governmental Authorities and any consents or approvals referred to in Article III and Article V above, necessary to consummate the Contemplated Transactions in accordance with the Legal Requirements. In furtherance and not in limitation of the foregoing, each of the parties hereto will use all commercially reasonable efforts to (i) make or cause to be made the applications or Filings required to be made by Purchaser or the Company or any of their respective Subsidiaries with respect to any Legal Requirements or Required Consents, including any Filings with the FCC, any State PUC, or any municipal franchising authority necessary to obtain the Required Telecommunications Notices and Consents, (ii) provide such notices to other Persons, including customers of the Company, as shall be required to obtain the Required Telecommunications Notices and Consents or to consummate the Contemplated Transactions in accordance with the Legal Requirements, (iii) share equally as between Purchaser and the Company any fees and expenses in connection with the preparation, submission and prosecution of any notices, applications or Filings associated with the Required Telecommunications Notices and Consents, including all reasonably fees and expenses of counsel to the Company and (iv) comply as expeditiously as practicable with any request under or with respect to such Legal Requirements for additional information, documents or other materials received from any Governmental Authority, including the FCC or any State PUC or any municipal franchise authority in connection with such applications or Filings or the Contemplated Transactions. Each party hereto shall promptly inform the others of any communications from any Governmental Authority regarding any of the Contemplated Transactions or any of the Legal Requirements.
Appears in 1 contract
Sources: Stock Purchase Agreement (Xfone Inc)
Regulatory Matters and Approvals. (a) Each of Purchaser and the Parties Company will give any notices to, make any Filings filings with, and use commercially reasonable its best efforts to obtain any Required Consents and to comply any Legal Requirements associated with the consummation of the Contemplated Transactions, including obtaining any authorizations, consents, consents and approvals of of, any Governmental Authorities and any consents or approvals referred to in Article III and Article V above, Authority which are necessary to consummate the Contemplated Transactions in accordance with transactions contemplated hereby. Without limiting the Legal Requirements. In furtherance and not in limitation generality of the foregoing, each the Company and Purchaser shall, no later than five (5) Business Days after the date hereof, prepare and file with the United States Federal Trade Commission (the “FTC”) and the United States Department of Justice (the “DOJ”) the notification and report form required under the HSR Act for the transactions contemplated hereby and seek to obtain early termination of the parties hereto will use waiting period thereunder. Each of the Company and Purchaser shall file as soon as practicable and advisable any supplemental or additional information which may reasonably be requested by the FTC and the DOJ and any other Governmental Authority in connection with such filings and shall comply in all commercially reasonable efforts to material respects with all applicable Laws relating thereto.
(b) Without limiting the generality of the foregoing: (i) make Purchaser shall and, shall cause its Subsidiaries and Affiliates to, promptly take any and all steps necessary to avoid, eliminate or resolve each and every impediment and obtain all clearances, consents, approvals and waivers under the HSR Act, the ▇▇▇▇▇▇▇ Antitrust Act, as amended, the ▇▇▇▇▇▇▇ Act, as amended, the Federal Trade Commission Act, as amended, and any other applicable Law designed to prohibit, restrict or regulate actions for the purpose or effect of monopolization or restraint of trade (collectively “Antitrust Laws”) that may be required by any Governmental Authority, so as to enable the parties to cause the Closing to be made occur as soon as practicable and in any event prior to the applications Termination Date, including (A) proposing, negotiating, offering to commit and effect (and if such offer is accepted, committing to and effecting), by order, consent decree, hold separate order, trust, or Filings required to be made by otherwise, the sale, divestiture, license, disposition or hold separate of such assets or businesses of Purchaser or the Company or any of their respective Subsidiaries (or, in the case of Purchaser, its Affiliates), or otherwise offering to take or offering to commit to take any action (including any action that limits its freedom of action, ownership or control with respect to, or its ability to retain or hold, any of the businesses, assets, product lines, properties or services of Purchaser or the Company or their respective Subsidiaries (or, in the case of Purchaser, its Affiliates) to the extent legally permissible, and if the offer is accepted, taking or committing to take such action; (B) terminating, relinquishing, modifying or waiving existing relationships, ventures, contractual rights, obligations or other arrangements of Purchaser or the Company or their respective Subsidiaries or Affiliates; (C) creating any relationships, ventures, contractual rights, obligations or other arrangements of Purchaser or the Company or their respective Subsidiaries or Affiliates; and (D) entering or offering to enter into agreements and stipulating to the entry of an order or decree or filing appropriate applications with any Governmental Authority in connection with any of the actions contemplated by the foregoing clauses (A) through (C) (provided that neither Representative nor the Company shall be obligated to take any such action unless the taking of such action is conditioned upon the consummation of the Merger and the other transactions contemplated by this Agreement), in each case, as may be necessary, required or advisable in order to obtain clearance under the HSR Act or other applicable Antitrust Laws, to avoid the entry of, or to effect the dissolution of or to vacate or lift, any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that would otherwise have the effect of restraining, preventing or delaying the consummation of the Merger or the other transactions contemplated hereby, or to avoid the commencement of any action or proceeding that seeks to prohibit the Merger or any other transaction contemplated by this Agreement; and (ii) if any objections are asserted with respect to any Legal Requirements the Merger or Required Consents, including any Filings with the FCC, any State PUC, or any municipal franchising authority necessary to obtain other transactions contemplated hereby under the Required Telecommunications Notices and Consents, (ii) provide such notices to other Persons, including customers of the Company, as shall be required to obtain the Required Telecommunications Notices and Consents or to consummate the Contemplated Transactions in accordance with the Legal Requirements, (iii) share equally as between Purchaser and the Company any fees and expenses in connection with the preparation, submission and prosecution of any notices, applications or Filings associated with the Required Telecommunications Notices and Consents, including all reasonably fees and expenses of counsel to the Company and (iv) comply as expeditiously as practicable with any request under or with respect to such Legal Requirements for additional information, documents HSR Act or other materials received from applicable Antitrust Laws or if any Governmental AuthorityProceeding, including the FCC whether judicial or any State PUC or any municipal franchise authority in connection with such applications or Filings or the Contemplated Transactions. Each party hereto shall promptly inform the others of any communications from administrative, is instituted by any Governmental Authority regarding or any of private party challenging the Contemplated Transactions Merger or any of the Legal Requirementsother transactions contemplated hereby as violative of the HSR Act or other applicable Antitrust Laws, each of the Company and Purchaser shall cooperate with one another and Purchaser shall use its best efforts to: (X) oppose or defend against any action to prevent or enjoin consummation of the Merger and the other transactions contemplated hereby and/or (Y) take such action as necessary to overturn any action by any Governmental Authority or private party to block consummation of the Merger and any of the other transactions contemplated hereby, including by defending any action or proceeding brought by any Governmental Authority or private party in order to avoid entry of, or to have vacated, overturned or terminated, including by appeal if necessary, any Law or Order (whether temporary, preliminary or permanent) that would restrain, prevent or delay the Merger or the other transactions contemplated hereby, or in order to resolve any such objections or challenge as such Governmental Authority or private party may have to such transactions under such Laws so as to permit consummation of the Merger and the other transactions contemplated by this Agreement. Except as may be prohibited by any Governmental Authority or by any Law, Purchaser, on the one hand, and the Company on the other, will, reasonably consult and cooperate with one another, and consider in good faith the views of one another, in connection with any analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted in connection with any Proceeding under or relating to the HSR Act. In addition, except as may be prohibited by any Governmental Authority or by any Law, in connection with any Proceeding under or relating to the HSR Act, each of Purchaser, on the one hand, and the Company, on the other, will permit outside counsel of the other party to be present at each meeting or conference relating to any such Proceeding and to be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Authority in connection with any such Proceeding.
(c) The Company and Purchaser shall promptly notify the other party of any correspondence or contact with the DOJ, the FTC or any other Governmental Authority and except as may be prohibited by any Governmental Authority or by any Law, or as necessary to preserve any applicable legal privilege, shall furnish to the other party (if necessary or advisable, on an outside counsel basis) all such information in its possession as may be necessary for the completion of any required reports or notifications.
Appears in 1 contract
Regulatory Matters and Approvals. (a) Each of Purchaser and the Parties Sellers will give provide any notices to, to and make any Filings with, and use commercially reasonable efforts to obtain filings with any Required Consents and to comply any Legal Requirements associated with the consummation of the Contemplated Transactions, including obtaining any authorizations, consents, and approvals of Governmental Authorities and any consents or approvals referred to in Article III and Article V above, Authority that are necessary to consummate the Contemplated Transactions in accordance with Transactions, including to assign or transfer the Legal RequirementsPermits to Purchaser or its designated Affiliate. In furtherance and not in limitation Without limiting the generality of the foregoing, the Sellers and Purchaser shall prepare and file as promptly as practicable all documentation to effect any necessary notices, reports and other filings and to obtain as promptly as practicable all Consents, clearances, registrations, approvals, permits and authorizations necessary or advisable to be obtained from any Governmental Authority in order to consummate the Transactions.
(b) Without limiting the generality of the foregoing: (i) each of the parties hereto will Parties shall, and shall cause its subsidiaries and Affiliates to, use all commercially its reasonable best efforts to promptly take any and all actions necessary or advisable to avoid, eliminate or resolve each and every impediment and obtain all clearances, consents, approvals and waivers under the HSR Act, the ▇▇▇▇▇▇▇ Antitrust Act, the ▇▇▇▇▇▇▇ Act, the Federal Trade Commission Act, and any other United States federal or state or foreign statutes, rules, regulations, Orders, decrees, administrative or judicial doctrines or other Laws designed or intended to prohibit, restrict or regulate actions for the purpose or effect of monopolization or restraint of trade or to prohibit, restrict or regulate actions by foreigners to acquire interests in or control over domestic equities, securities, entities, assets, land or interests, in each case for compliance with public order or security or national security or similar considerations (icollectively “Antitrust Laws”) make or cause to be made the applications or Filings required to be made by Purchaser or the Company or any of their respective Subsidiaries with respect to any Legal Requirements or Required Consents, including any Filings with the FCC, any State PUC, or any municipal franchising authority necessary to obtain the Required Telecommunications Notices and Consents, (ii) provide such notices to other Persons, including customers of the Company, as shall that may be required to obtain the Required Telecommunications Notices and Consents or to consummate the Contemplated Transactions in accordance with the Legal Requirements, (iii) share equally as between Purchaser and the Company any fees and expenses in connection with the preparation, submission and prosecution of any notices, applications or Filings associated with the Required Telecommunications Notices and Consents, including all reasonably fees and expenses of counsel to the Company and (iv) comply as expeditiously as practicable with any request under or with respect to such Legal Requirements for additional information, documents or other materials received from by any Governmental Authority, including so as to enable the FCC Parties to cause the Closing to occur as soon as practicable and in any event prior to the Outside Date.
(c) Nothing in this Section 6.5 or otherwise in this Agreement, shall require Purchaser (i) to take any action that would prohibit or limit in any respect, or place any conditions on, the acquisition, ownership or operation by Purchaser or its Affiliates of the Transferred Assets, the ownership or operation by Purchaser or its Affiliates of all or any State PUC portion of their respective businesses or assets, or compel Purchaser or its Affiliates to dispose of, divest, hold separate or license all or any municipal franchise authority portion of their respective businesses, assets or intellectual property rights, respectively, in connection each case as a result of the Transactions or to engage in any litigation with such applications or Filings or respect to the Contemplated Transactions. Transactions pursuant to the Antitrust Laws.
(d) Each party hereto shall Party will promptly inform notify the others other Party of any communications written or oral communication made to or received by Purchaser, the Sellers or both, as the case may be, from any Governmental Authority regarding the Transactions, and, subject to applicable Law, (i) permit the other Party to review in advance any proposed written communication to any such Governmental Authority and incorporate the other Party’s reasonable comments, (ii) not agree to participate in any substantive meeting or discussion with any such Governmental Authority in respect of any filing, investigation or inquiry concerning this Agreement or the Transactions unless, to the extent reasonably practicable, it consults with the other Party in advance, and, to the extent permitted by such Governmental Authority, give the other Party the opportunity to attend, and (iii) subject to Section 6.2, furnish the other Party with copies of all correspondence, filings and written communications between them and their Affiliates and their respective representatives on one hand and any such Governmental Authority or its staff on the other hand, with respect to this Agreement and the Transactions; provided, however, that this Agreement shall not obligate either Party to disclose to the other Party such portions of any proposed or final correspondence, filing or other written communication with a Governmental Authority or its staff as the party to such correspondence, filing or communication may reasonably deem competitively-sensitive, privileged or confidential vis-à-vis the other party, except that it shall disclose matters to the external counsel of the Contemplated Transactions other Party to the extent reasonably necessary in order to enable the Party to fulfill its cooperation obligations in this Section 6.5.
(e) Purchaser and the Sellers shall not (i) withdraw any filing or notification under any Antitrust Laws or (ii) extend or consent to any extension of any applicable waiting or review period or enter into any agreement with a Governmental Authority to not consummate the Transactions, except upon the prior written consent of the Legal Requirementsother Party, such consent not to be unreasonably withheld, conditioned or delayed.
Appears in 1 contract
Regulatory Matters and Approvals. Each 5.8.1 As promptly as practicable following the execution of the Parties will give any notices tothis Plan of Merger, make any Filings with, each of Firstbank and Mercantile shall use commercially reasonable efforts to (a) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under any applicable Law to consummate and make effective the Merger, the Bank Consolidation and the other transactions contemplated by this Plan of Merger as promptly as reasonably practicable, (b) obtain from each applicable Governmental Entity any Required Consents consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Firstbank or Mercantile or any of their respective Subsidiaries, or to avoid any Action by any Governmental Entity (including those in connection with Applicable Banking Laws or Antitrust Laws), in connection with the authorization, execution and to comply any Legal Requirements associated with delivery of this Plan of Merger and the consummation of the Contemplated TransactionsMerger, including obtaining any authorizationsthe Bank Consolidation and the other transactions contemplated herein, consents, and approvals of Governmental Authorities and any consents or approvals referred to in Article III and Article V above, necessary to consummate the Contemplated Transactions in accordance with the Legal Requirements. In furtherance and not in limitation of the foregoing, each of the parties hereto will use all commercially reasonable efforts to (ic) make or cause to be made the applications or Filings filings required to be made by Purchaser Firstbank or the Company Mercantile or any of their respective Subsidiaries under or with respect to any Legal Requirements or Required Consents, including any Filings with the FCC, any State PUC, or any municipal franchising authority necessary to obtain the Required Telecommunications Notices and Consents, (ii) provide such notices to other Persons, including customers of the Company, as shall be required to obtain the Required Telecommunications Notices and Consents or to consummate the Contemplated Transactions in accordance with the Legal Requirements, (iii) share equally as between Purchaser and the Company any fees and expenses Laws in connection with the preparationauthorization, submission execution and prosecution delivery of this Plan of Merger and the consummation of the Merger, the Bank Consolidation and the other transactions contemplated herein, and to pay any notices, fees due from it in connection with such applications or Filings associated with the Required Telecommunications Notices and Consentsfilings, including all as promptly as is reasonably fees and expenses of counsel to the Company and practicable, (ivd) comply as expeditiously as at the earliest practicable date with any request under or with respect to any such Legal Requirements Laws for additional information, documents or other materials received by Firstbank or Mercantile any of their respective Subsidiaries from any Governmental Authority, including the FCC or any State PUC or any municipal franchise authority Entity in connection with such applications or Filings filings or the Contemplated TransactionsMerger, the Bank Consolidation or the other transactions contemplated by this Plan of Merger and (e) coordinate and cooperate with, submit to the other party for review and give due consideration to all reasonable additions, deletions or changes suggested by the other party in connection with, making (i) any filing or application under or with respect to any such Laws, and (ii) any filings, conferences or other submissions related to resolving any investigation or other inquiry by any Governmental Entity. Each of Firstbank and Mercantile shall, and shall cause their respective Affiliates to, furnish to the other party hereto all information reasonably necessary for any such application or other filings to be made in connection with the Merger, the Bank Consolidation or other transactions contemplated by this Plan of Merger, including all Banking Filings. Each of Firstbank and Mercantile shall promptly inform the others other party of any communications from communication with, and any proposed understanding, undertaking or agreement with, any Governmental Authority Entity regarding any such application or filing. If Firstbank or Mercantile intends to independently participate in any meeting with any Governmental Entity in respect of any such filings, investigation or other inquiry, then Firstbank or Mercantile, as applicable, shall give the other party reasonable prior notice of, and the opportunity to participate in, such meeting. The parties shall coordinate and cooperate with one another in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party in connection with all meetings, actions and proceedings under or relating to any such application or filing.
5.8.2 As promptly as reasonably practicable following the date of this Plan of Merger, Mercantile shall, at its own expense, make all reasonably necessary filings with the Federal Reserve Board and other applicable banking regulatory authorities under applicable banking Laws (the "Applicable Banking Laws") in order to obtain the necessary authorizations, approvals and consents in order to consummate the Merger, the Bank Consolidation and the other transactions contemplated by this Plan of Merger (collectively, the "Banking Filings"). In connection therewith, the parties shall use, and shall cause their respective Subsidiaries to use, commercially reasonable efforts to promptly resolve any objections and respond to any inquiries that may arise in connection with any of the Contemplated Transactions Banking Filings. Each party will furnish all information, including certificates, consents and opinions of experts reasonably requested by the other party for the preparation of the Banking Filings and will advise each other and their respective counsel about any significant developments with respect to the Banking Filings and the status of the approvals being sought, in each case subject to applicable Laws relating to the confidentiality of information. Each of the parties shall have the right to review a reasonable time in advance of any filing deadline all Banking Filings and related submissions and written communications to any applicable Governmental Entity, which approval shall not be unreasonably withheld, conditioned or delayed.
5.8.3 Firstbank and Mercantile shall give (or shall cause their respective Subsidiaries to give) any notices to third parties, and use, and cause their respective Subsidiaries to use, commercially reasonable efforts to obtain any third party consents necessary, proper or advisable to consummate the transactions contemplated by this Plan of Merger. Firstbank and Mercantile shall coordinate and cooperate in determining whether any actions, consents, approvals or waivers are required to be obtained from parties to any Firstbank Material Contracts or Mercantile Material Contracts in connection with consummation of the Merger or the other transactions contemplated by this Plan of Merger and in seeking any such actions, consents, approvals or waivers. Except as expressly provided in Article VI, no such actions, consents, approvals or waivers shall constitute conditions to Closing. In the event that either party fails to obtain any third party consent described in the first sentence of this Section 5.8.3, such party shall use commercially reasonable efforts, and shall take any such actions reasonably requested by the other party hereto, to mitigate any adverse effect upon Firstbank and Mercantile, their respective Subsidiaries, and their respective businesses resulting, or, with respect to the Surviving Corporation and its Subsidiaries, which could reasonably be expected to result after the Effective Time, from the failure to obtain such consent.
5.8.4 From the date of this Plan of Merger until the Effective Time, each of Firstbank and Mercantile shall promptly notify the other party in writing of any pending or, to the Knowledge of Firstbank or Mercantile (as the case may be), threatened Action or Order by any Governmental Entity or any other Person (a) challenging or seeking material damages in connection with the Merger or the other transactions contemplated by this Plan of Merger or (b) seeking to restrain or prohibit the consummation of the Merger or the other transactions contemplated by this Plan of Merger.
5.8.5 If any Action or Order is instituted (or threatened to be instituted) challenging any of the Legal Requirementstransactions contemplated by this Plan of Merger as violative of any Law, each of Firstbank and Mercantile shall, and shall cause their respective Representatives to, cooperate and use their commercially reasonable efforts to contest and resist, except insofar as Firstbank and Mercantile may otherwise agree, any such Action or Order, including any Action or Order that seeks a temporary restraining order or preliminary injunction that would prohibit, prevent or restrict consummation of the Merger or the other transactions contemplated by this Plan of Merger.
5.8.6 Nothing contained in this Plan of Merger shall give Firstbank, directly or indirectly, the right to control or direct the operations of Mercantile or give Mercantile, directly or indirectly, the right to control or direct the operations of Firstbank prior to the Effective Time. Prior to the Effective Time, subject to Sections 5.1 and 5.2, as applicable, Firstbank and Mercantile each shall exercise, consistent with the terms and conditions of this Plan of Merger, complete control and supervision over their respective business operations.
5.8.7 Each of Firstbank and Mercantile shall, and shall cause their respective Subsidiaries to, take all commercially reasonable and lawful actions as may be necessary or appropriate to transfer, or to allow for the Surviving Corporation to utilize after the Effective Time, or obtain, as permitted by Law, all Permits appropriate or necessary to continue the business of Firstbank and Mercantile and their respective Subsidiaries as currently conducted.
Appears in 1 contract
Sources: Merger Agreement (Firstbank Corp)
Regulatory Matters and Approvals. (a) Each of Purchaser and the Parties Sellers will give provide any notices to, to and make any Filings with, and use commercially reasonable efforts to obtain filings with any Required Consents and to comply any Legal Requirements associated with the consummation of the Contemplated Transactions, including obtaining any authorizations, consents, and approvals of Governmental Authorities and any consents or approvals referred to in Article III and Article V above, Authority that are necessary to consummate the Contemplated Transactions in accordance with Transactions, including to assign or transfer the Legal RequirementsPermits to Purchaser or its designated Affiliate. In furtherance and not in limitation Without limiting the generality of the foregoing, the Sellers and Purchaser shall prepare and file as promptly as practicable all documentation to effect any necessary notices, reports and other filings and to obtain as promptly as practicable all Consents, clearances, registrations, approvals, permits and authorizations necessary or advisable to be obtained from any Governmental Authority in order to consummate the Transactions.
(b) Without limiting the generality of the foregoing, but subject to Section 6.5(c): (i) each of the parties hereto will Parties shall, and shall cause its subsidiaries and Affiliates to, use all commercially its reasonable best efforts to promptly take any and all actions necessary or advisable to avoid, eliminate or resolve each and every impediment and obtain all clearances, consents, approvals and waivers under the HSR Act, the ▇▇▇▇▇▇▇ Antitrust Act, the ▇▇▇▇▇▇▇ Act, the Federal Trade Commission Act, and any other United States federal or state or foreign statutes, rules, regulations, Orders, decrees, administrative or judicial doctrines or other Laws designed or intended to prohibit, restrict or regulate actions for the purpose or effect of monopolization or restraint of trade or to prohibit, restrict or regulate actions by foreigners to acquire interests in or control over domestic equities, securities, entities, assets, land or interests, in each case for compliance with public order or security or national security or similar considerations (icollectively “Antitrust Laws”) make or cause to be made the applications or Filings required to be made by Purchaser or the Company or any of their respective Subsidiaries with respect to any Legal Requirements or Required Consents, including any Filings with the FCC, any State PUC, or any municipal franchising authority necessary to obtain the Required Telecommunications Notices and Consents, (ii) provide such notices to other Persons, including customers of the Company, as shall that may be required to obtain the Required Telecommunications Notices and Consents or to consummate the Contemplated Transactions in accordance with the Legal Requirements, (iii) share equally as between Purchaser and the Company any fees and expenses in connection with the preparation, submission and prosecution of any notices, applications or Filings associated with the Required Telecommunications Notices and Consents, including all reasonably fees and expenses of counsel to the Company and (iv) comply as expeditiously as practicable with any request under or with respect to such Legal Requirements for additional information, documents or other materials received from by any Governmental Authority, including so as to enable the FCC Parties to cause the Closing to occur as soon as practicable and in any event prior to the Outside Date.
(c) Nothing in this Section 6.5 or otherwise in this Agreement, shall require Purchaser to take any action that would prohibit or limit in any respect, or place any conditions on, the acquisition, ownership or operation by Purchaser or its Affiliates of the Transferred Assets, the ownership or operation by Purchaser or its Affiliates of all or any State PUC portion of their respective businesses or assets, or compel Purchaser or its Affiliates to dispose of, divest, hold separate or license all or any municipal franchise authority portion of their respective businesses, assets or Intellectual Property rights, respectively, in connection each case as a result of the Transactions or to engage in any litigation with such applications or Filings or respect to the Contemplated Transactions. Transactions pursuant to the Antitrust Laws.
(d) Each party hereto shall Party will promptly inform notify the others other Party of any communications written or oral communication made to or received by Purchaser, the Sellers or both, as the case may be, from any Governmental Authority regarding the Transactions, and, subject to applicable Law, (i) permit the other Party to review in advance any proposed written communication to any such Governmental Authority and incorporate the other Party’s reasonable comments, (ii) not agree to participate in any substantive meeting or discussion with any such Governmental Authority in respect of any filing, investigation or inquiry concerning this Agreement or the Transactions unless, to the extent reasonably practicable, it consults with the other Party in advance, and, to the extent permitted by such Governmental Authority, give the other Party the opportunity to attend, and (iii) subject to Section 6.2, furnish the other Party with copies of all correspondence, filings and written communications between them and their Affiliates and their respective representatives on one hand and any such Governmental Authority or its staff on the other hand, with respect to this Agreement and the Transactions; provided, however, that this Agreement shall not obligate either Party to disclose to the other Party such portions of any proposed or final correspondence, filing or other written communication with a Governmental Authority or its staff as the party to such correspondence, filing or communication may reasonably deem competitively-sensitive, privileged or confidential vis-à -vis the other party, except that it shall disclose matters to the external counsel of the Contemplated Transactions other Party to the extent reasonably necessary in order to enable the Party to fulfill its cooperation obligations in this Section 6.5.
(e) Purchaser and the Sellers shall not (i) withdraw any filing or notification under any Antitrust Laws or (ii) extend or consent to any extension of any applicable waiting or review period or enter into any agreement with a Governmental Authority to not consummate the Transactions, except upon the prior written consent of the Legal Requirementsother Party, such consent not to be unreasonably withheld, conditioned or delayed.
Appears in 1 contract
Regulatory Matters and Approvals. Each 5.8.1 As promptly as practicable following the execution of the Parties will give any notices tothis Plan of Merger, make any Filings with, each of Firstbank and Mercantile shall use commercially reasonable efforts to (a) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under any applicable Law to consummate and make effective the Merger, the Bank Consolidation and the other transactions contemplated by this Plan of Merger as promptly as reasonably practicable, (b) obtain from each applicable Governmental Entity any Required Consents consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Firstbank or Mercantile or any of their respective Subsidiaries, or to avoid any Action by any Governmental Entity (including those in connection with Applicable Banking Laws or Antitrust Laws), in connection with the authorization, execution and to comply any Legal Requirements associated with delivery of this Plan of Merger and the consummation of the Contemplated TransactionsMerger, including obtaining any authorizationsthe Bank Consolidation and the other transactions contemplated herein, consents, and approvals of Governmental Authorities and any consents or approvals referred to in Article III and Article V above, necessary to consummate the Contemplated Transactions in accordance with the Legal Requirements. In furtherance and not in limitation of the foregoing, each of the parties hereto will use all commercially reasonable efforts to (ic) make or cause to be made the applications or Filings filings required to be made by Purchaser Firstbank or the Company Mercantile or any of their respective Subsidiaries under or with respect to any Legal Requirements or Required Consents, including any Filings with the FCC, any State PUC, or any municipal franchising authority necessary to obtain the Required Telecommunications Notices and Consents, (ii) provide such notices to other Persons, including customers of the Company, as shall be required to obtain the Required Telecommunications Notices and Consents or to consummate the Contemplated Transactions in accordance with the Legal Requirements, (iii) share equally as between Purchaser and the Company any fees and expenses Laws in connection with the preparationauthorization, submission execution and prosecution delivery of this Plan of Merger and the consummation of the Merger, the Bank Consolidation and the other transactions contemplated herein, and to pay any notices, fees due from it in connection with such applications or Filings associated with the Required Telecommunications Notices and Consentsfilings, including all as promptly as is reasonably fees and expenses of counsel to the Company and practicable, (ivd) comply as expeditiously as at the earliest practicable date with any request under or with respect to any such Legal Requirements Laws for additional information, documents or other materials received by Firstbank or Mercantile any of their respective Subsidiaries from any Governmental Authority, including the FCC or any State PUC or any municipal franchise authority Entity in connection with such applications or Filings filings or the Contemplated TransactionsMerger, the Bank Consolidation or the other transactions contemplated by this Plan of Merger and (e) coordinate and cooperate with, submit to the other party for review and give due consideration to all reasonable additions, deletions or changes suggested by the other party in connection with, making (i) any filing or application under or with respect to any such Laws, and (ii) any filings, conferences or other submissions related to resolving any investigation or other inquiry by any Governmental Entity. Each of Firstbank and Mercantile shall, and shall cause their respective Affiliates to, furnish to the other party hereto all information reasonably necessary for any such application or other filings to be made in connection with the Merger, the Bank Consolidation or other transactions contemplated by this Plan of Merger, including all Banking Filings. Each of Firstbank and Mercantile shall promptly inform the others other party of any communications from communication with, and any proposed understanding, undertaking or agreement with, any Governmental Authority Entity regarding any such application or filing. If Firstbank or Mercantile intends to independently participate in any meeting with any Governmental Entity in respect of any such filings, investigation or other inquiry, then Firstbank or Mercantile, as applicable, shall give the other party reasonable prior notice of, and the opportunity to participate in, such meeting. The parties shall coordinate and cooperate with one another in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party in connection with all meetings, actions and proceedings under or relating to any such application or filing.
5.8.2 As promptly as reasonably practicable following the date of this Plan of Merger, Mercantile shall, at its own expense, make all reasonably necessary filings with the Federal Reserve Board and other applicable banking regulatory authorities under applicable banking Laws (the “Applicable Banking Laws”) in order to obtain the necessary authorizations, approvals and consents in order to consummate the Merger, the Bank Consolidation and the other transactions contemplated by this Plan of Merger (collectively, the “Banking Filings”). In connection therewith, the parties shall use, and shall cause their respective Subsidiaries to use, commercially reasonable efforts to promptly resolve any objections and respond to any inquiries that may arise in connection with any of the Contemplated Transactions Banking Filings. Each party will furnish all information, including certificates, consents and opinions of experts reasonably requested by the other party for the preparation of the Banking Filings and will advise each other and their respective counsel about any significant developments with respect to the Banking Filings and the status of the approvals being sought, in each case subject to applicable Laws relating to the confidentiality of information. Each of the parties shall have the right to review a reasonable time in advance of any filing deadline all Banking Filings and related submissions and written communications to any applicable Governmental Entity, which approval shall not be unreasonably withheld, conditioned or delayed.
5.8.3 Firstbank and Mercantile shall give (or shall cause their respective Subsidiaries to give) any notices to third parties, and use, and cause their respective Subsidiaries to use, commercially reasonable efforts to obtain any third party consents necessary, proper or advisable to consummate the transactions contemplated by this Plan of Merger. Firstbank and Mercantile shall coordinate and cooperate in determining whether any actions, consents, approvals or waivers are required to be obtained from parties to any Firstbank Material Contracts or Mercantile Material Contracts in connection with consummation of the Merger or the other transactions contemplated by this Plan of Merger and in seeking any such actions, consents, approvals or waivers. Except as expressly provided in Article VI, no such actions, consents, approvals or waivers shall constitute conditions to Closing. In the event that either party fails to obtain any third party consent described in the first sentence of this Section 5.8.3, such party shall use commercially reasonable efforts, and shall take any such actions reasonably requested by the other party hereto, to mitigate any adverse effect upon Firstbank and Mercantile, their respective Subsidiaries, and their respective businesses resulting, or, with respect to the Surviving Corporation and its Subsidiaries, which could reasonably be expected to result after the Effective Time, from the failure to obtain such consent.
5.8.4 From the date of this Plan of Merger until the Effective Time, each of Firstbank and Mercantile shall promptly notify the other party in writing of any pending or, to the Knowledge of Firstbank or Mercantile (as the case may be), threatened Action or Order by any Governmental Entity or any other Person (a) challenging or seeking material damages in connection with the Merger or the other transactions contemplated by this Plan of Merger or (b) seeking to restrain or prohibit the consummation of the Merger or the other transactions contemplated by this Plan of Merger.
5.8.5 If any Action or Order is instituted (or threatened to be instituted) challenging any of the Legal Requirementstransactions contemplated by this Plan of Merger as violative of any Law, each of Firstbank and Mercantile shall, and shall cause their respective Representatives to, cooperate and use their commercially reasonable efforts to contest and resist, except insofar as Firstbank and Mercantile may otherwise agree, any such Action or Order, including any Action or Order that seeks a temporary restraining order or preliminary injunction that would prohibit, prevent or restrict consummation of the Merger or the other transactions contemplated by this Plan of Merger.
5.8.6 Nothing contained in this Plan of Merger shall give Firstbank, directly or indirectly, the right to control or direct the operations of Mercantile or give Mercantile, directly or indirectly, the right to control or direct the operations of Firstbank prior to the Effective Time. Prior to the Effective Time, subject to Sections 5.1 and 5.2, as applicable, Firstbank and Mercantile each shall exercise, consistent with the terms and conditions of this Plan of Merger, complete control and supervision over their respective business operations.
5.8.7 Each of Firstbank and Mercantile shall, and shall cause their respective Subsidiaries to, take all commercially reasonable and lawful actions as may be necessary or appropriate to transfer, or to allow for the Surviving Corporation to utilize after the Effective Time, or obtain, as permitted by Law, all Permits appropriate or necessary to continue the business of Firstbank and Mercantile and their respective Subsidiaries as currently conducted.
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