Regulatory Matters. (a) Purchaser and each Seller shall (i) take, or cause to be taken, all actions necessary or proper to comply with all legal requirements which may be imposed on such party with respect to the transactions contemplated hereby, including, without limitation, obtaining any third party consent which may be required to be obtained in connection with the transactions contemplated hereby and (ii) obtain (and cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity which is required or advisable to be obtained by Sellers or Purchaser, respectively, in connection with the transactions contemplated by this Agreement. The parties hereto shall cooperate with each other and promptly prepare and file all necessary documentation, and to effect all applications, notices, petitions and filings (including, if required, notification under the HSR Act), to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this Agreement. Purchaser and Sellers shall have the right to review in advance and, to the extent practicable, each will consult the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to Sellers, Company or Purchaser, as the case may be, and any of their respective Subsidiaries, which appear in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. For purposes of this Section 6.1(a), in taking each of the foregoing actions each party shall be required only to use commercially reasonable efforts (it being understood that Section 6.5 shall (i) supersede this Section 6.1 and (ii) apply with respect to all consents necessary under management, advisory, sub-advisory and similar contracts of Company and Company Subsidiary). (b) Purchaser and Sellers shall, upon request, furnish each other with all information concerning Purchaser, Sellers, Company and their respective Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary in connection with any statement, filing, notice or application made by or on behalf of Purchaser, Sellers, Company or any of their respective Subsidiaries to any Governmental Entity in connection with the transactions contemplated by this Agreement.
Appears in 2 contracts
Sources: Stock Purchase Agreement, Stock Purchase Agreement (Envestnet, Inc.)
Regulatory Matters. (a) Purchaser and each Seller shall (i) take, or cause to be taken, all actions necessary or proper to comply with all legal requirements which may be imposed on such party with respect to the transactions contemplated hereby, including, without limitation, obtaining any third party consent which may be required to be obtained in connection with the transactions contemplated hereby and (ii) obtain (and cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity which is required or advisable to be obtained by Sellers or Purchaser, respectively, in connection with the transactions contemplated by this Agreement. The parties hereto shall cooperate with each other and use their respective reasonable best efforts to promptly prepare and file all necessary documentation, and to effect all applications, notices, petitions and filings (including, if required, notification under the HSR Act)filings, to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties (including any unions, works councils or other labor organizations) and Governmental Entities which Authorities that are necessary or advisable to consummate the transactions contemplated by this AgreementTransactions as promptly as practicable. Purchaser Each of the Company and Sellers the Investor shall have the right to review in advance advance, and, to the extent practicable, each will consult the other on, in each case subject to applicable laws Applicable Law relating to the exchange confidentiality of information, all the information relating to Sellers, Company or Purchaser, as the case may be, and any of their respective Subsidiaries, which appear that appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity Authority in connection with the transactions contemplated by this AgreementTransactions. For purposes of this Section 6.1(a)In exercising the foregoing right, in taking each of the foregoing actions parties shall act reasonably and as promptly as practicable. The parties shall consult with each party shall be required only to use commercially reasonable efforts (it being understood that Section 6.5 shall (i) supersede this Section 6.1 and (ii) apply other with respect to the obtaining of all consents permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary under management, advisory, sub-advisory or advisable to consummate the Transactions and similar contracts each party will keep the other apprised of Company and Company Subsidiary)the status of matters relating to completion of the Transactions.
(b) Purchaser and Sellers Each of the parties shall, upon request, furnish each to the other with all information concerning Purchaseritself, Sellers, Company and their respective Subsidiariesits subsidiaries, directors, officers and shareholders stockholders, and such other matters as may be reasonably necessary or advisable in connection with any statement, filing, notice or application made by or on behalf of Purchaser, Sellers, Company any of them or any of their respective Subsidiaries subsidiaries to any Governmental Entity Authority in connection with the transactions contemplated Transactions.
(c) Each of the parties shall promptly advise the other upon receiving any communication from any Governmental Authority regarding any Required Approvals that causes such party to believe that there is a reasonable likelihood that any Required Approval will not be obtained or that the receipt of any such Required Approval may be materially delayed.
(d) From the date of this Agreement through the Closing, (i) the parties shall further cooperate with each other and use their respective reasonable best efforts to enter into a written agreement or agreements to implement such information sharing and other processes as are necessary to comply with the disclosure and other regulatory requirements that will, or will continue to, apply under Applicable Law (including the Exchange Act, the Banking Act of Japan and the Financial Instruments and Exchange Law of Japan and the rules and regulations promulgated thereunder) after the consummation of the Transactions and (ii) the Company shall cooperate with the Investor to provide such information as is necessary and to take such action from time to time as may be necessary for the Investor to apply the equity method of accounting for its investment in the Company after the consummation of the Transactions; provided that, without limitation of any of the Investor’s other remedies with respect to any breach of this Section 5.01(d) by the Company, the Company’s performance of its covenants and obligations under this Section 5.01(d) shall not be a condition to the Closing.
(e) Notwithstanding anything to the contrary contained in this Agreement, the parties hereby agree and acknowledge that neither this Section 5.01 nor the “reasonable best efforts” standard shall require, or be construed to require, the Company or any of its subsidiaries or other affiliates or the Investor or any of its subsidiaries or other affiliates, in order to obtain any permits, consents, approvals or authorizations, or any terminations or waivers of any applicable waiting periods, to propose, negotiate or offer to effect, or consent or commit to, any terms, condition or restrictions that are reasonably likely to materially and adversely impact (i) the Investor’s or any of its subsidiaries’ ability to own or operate any of their respective businesses or operations or ability to conduct any such businesses or operations substantially as conducted as of the date of this Agreement, (ii) the Company’s or any of its subsidiaries’ ability to own or operate any of their respective businesses or operations or ability to conduct any such businesses or operations substantially as conducted as of the date of this Agreement or (iii) the Investor’s ability to acquire, hold, dispose of or vote the Shares and realize the economic incidents of ownership of such Shares (any such effect described in clauses (i), (ii) or (iii), a “Substantial Detriment”).
Appears in 2 contracts
Sources: Transaction Agreement (Mitsubishi Ufj Financial Group Inc), Transaction Agreement (Morgan Stanley)
Regulatory Matters. (a) Purchaser As promptly as practicable following the execution and each Seller delivery of this Agreement, Parent and Company shall (i) take, or cause to be taken, prepared and filed all actions required applications and filings with the Regulatory Authorities which are necessary or proper to comply with all legal requirements which may be imposed on such party contemplated for the obtaining of the Consents of the Regulatory Authorities or consummation of the Merger and a notification with respect to the transactions contemplated hereby, including, without limitation, obtaining any third party consent which hereunder pursuant to the HSR Act. Such applications and filings shall be in such form as may be required to be obtained in connection with prescribed by the transactions contemplated hereby respective government agencies and (ii) obtain (and cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity which is required or advisable to be obtained by Sellers or Purchaser, respectively, in connection with the transactions contemplated by this Agreementshall contain such information as they may require. The parties hereto shall will cooperate with each other and promptly use their best efforts to prepare and file execute all necessary documentation, and to effect all applications, notices, petitions necessary or contemplated filings and filings (including, if required, notification under the HSR Act), to obtain as promptly as practicable all necessary or contemplated permits, consents, approvals approvals, rulings and authorizations of all government agencies and third parties and Governmental Entities which are necessary or advisable contemplated to consummate the transactions contemplated by this Agreement, including, without limitation, those required or contemplated from the Regulatory Authorities, and the shareholders of Company. Purchaser and Sellers Each of the parties shall have the right to review and approve in advance and, to the extent practicable, each will consult the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to Sellers, Company or Purchaser, as the case may be, and any of their respective Subsidiariesadvance, which appear in approval shall not be unreasonably withheld, any filing made with, or written materials material submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. For purposes of this Section 6.1(a), in taking each of the foregoing actions each party shall be required only to use commercially reasonable efforts (it being understood that Section 6.5 shall (i) supersede this Section 6.1 and (ii) apply with respect to all consents necessary under management, advisory, sub-advisory and similar contracts of Company and Company Subsidiary).
(b) Purchaser and Sellers shall, upon request, furnish each other with all information concerning Purchaser, Sellers, Company and their respective Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary in connection with any statement, filing, notice or application made by or on behalf of Purchaser, Sellers, Company or any of their respective Subsidiaries to any Governmental Entity government agencies in connection with the transactions contemplated by this Agreement.
(b) Each party hereto will furnish the other party with all information concerning itself, its Subsidiaries, directors, trustees, officers, shareholders and depositors, as applicable, and such other matters as may be necessary or advisable in connection with any statement or application made by or on behalf of any such party to any governmental body in connection with the transactions, applications or filings contemplated by this Agreement. Upon request, the parties hereto will promptly furnish each other with copies of written communications received by them or their respective Subsidiaries from, or delivered by any of the foregoing to, any governmental body in respect of the transactions contemplated hereby.
Appears in 2 contracts
Sources: Merger Agreement (Landamerica Financial Group Inc), Merger Agreement (Capital Title Group Inc)
Regulatory Matters. (a) Purchaser shall promptly prepare and each Seller file with the SEC, and Company shall (i) takeuse its commercially reasonable efforts to cooperate in the preparation of, the Form S-4, in which the Proxy Statement will be included as a prospectus. Purchaser shall use its commercially reasonable efforts to file the Form S-4 within 60 days of the date herewith and have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing, and Company shall thereafter mail or cause deliver the Proxy Statement to be taken, Company shareholders. Purchaser shall also use its commercially reasonable efforts to obtain all actions necessary state securities Law or proper to comply with all legal requirements which may be imposed on such party with respect to the transactions contemplated hereby, including, without limitation, obtaining any third party consent which may be “Blue Sky” permits and approvals required to be obtained in connection with the transactions contemplated hereby and (ii) obtain (and cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity which is required or advisable to be obtained by Sellers or Purchaser, respectively, in connection with carry out the transactions contemplated by this Agreement. , and Company shall furnish all information concerning Company and the holders of Company Common Shares as may be reasonably requested in connection with any such action.
(b) The parties hereto shall cooperate with each other and use their respective commercially reasonable efforts to promptly prepare and file all necessary documentation, and to effect all applications, notices, petitions and filings (including, if required, notification under the HSR Act)filings, to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which that are necessary or advisable to consummate the transactions contemplated by this AgreementAgreement (including the Merger and the Bank Merger), and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such third parties or Governmental Entities. Purchaser Bank will prepare and, within 60 days of the date herewith, use commercially reasonable efforts to file an Interagency Bank Merger Act Application with the OCC. Each of Company and Sellers Purchaser shall have the right to review in advance andadvance, to the extent practicable, each will consult the other on, in each case subject to applicable laws relating to the exchange of informationLaws, all of the information relating to Sellers, Company or Purchaser, as the case may be, and any of their its respective Subsidiaries, which that appear in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement, and each of Company and Purchaser shall, to the extent practicable consult with each other on all the information relating to it or its respective Subsidiaries that appear in any such filing or written materials. For purposes of this Section 6.1(a)In exercising the foregoing, in taking each of the foregoing actions parties shall act reasonably and as promptly as practicable. The parties shall consult with each party shall be required only to use commercially reasonable efforts (it being understood that Section 6.5 shall (i) supersede this Section 6.1 and (ii) apply other with respect to the obtaining of all consents permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary under managementor advisable to consummate the transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated by this Agreement. Each party shall consult with the other in advance of any meeting or conference with any Governmental Entity and to the extent permitted by such Governmental Entity, advisorygive the other party and/or its counsel the opportunity to attend and participate in such meetings and conferences. Notwithstanding anything contained herein to the contrary, sub-advisory in no event shall the foregoing or any other provision of this Agreement require Purchaser or Company to take or commit to take any actions in connection with obtaining such consents, approvals and similar contracts of authorizations, or agree to or suffer any condition or restriction on Purchaser, Company and Company Subsidiary)or the Surviving Corporation in connection therewith, that would or could reasonably be expected to have a Material Adverse Effect (measured on a scale relative to Company) on Purchaser or Company.
(bc) Each of Purchaser and Sellers Company shall, upon request, furnish each to the other with all information concerning Purchaseritself, Sellers, Company and their respective its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement, the Form S-4 or any other statement, filing, notice or application made by or on behalf of Purchaser, Sellers, Company or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger, the Bank Merger and the other transactions contemplated by this Agreement. Each of Purchaser and Company agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (i) the Form S-4 will, at the time the Form S-4 and each amendment or supplement thereto, if any, becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) the Proxy Statement and any amendment or supplement thereto will, at the date of mailing to shareholders and at the time of the Company Shareholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which such statement was made, not misleading. Each of Purchaser and Company further agrees that if it becomes aware that any information furnished by it would cause any of the statements in the Form S-4 or the Proxy Statement to be false or misleading with respect to any material fact, or to omit to state any material fact required to be stated therein or necessary to make the statements therein not false or misleading, to promptly inform the other party thereof and to take appropriate steps to correct the Form S-4 or the Proxy Statement.
(d) Each of Purchaser and Company shall promptly advise the other upon receiving any communication from any Governmental Entity the consent or approval of which is required for consummation of the transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that any Requisite Regulatory Approval will not be obtained or that the receipt of any such approval may be materially delayed.
Appears in 2 contracts
Sources: Merger Agreement (Emclaire Financial Corp), Merger Agreement (Emclaire Financial Corp)
Regulatory Matters. (a) Purchaser Green and each Seller Patriot shall (i) takepromptly prepare and file with the SEC, no later than 45 business days after of the date of this Agreement, the Joint Proxy Statement and Green shall promptly prepare and file with the SEC the S-4, in which the Joint Proxy Statement will be included as a prospectus, and any amendment thereto, if any. Each of Green and Patriot shall cooperate in respect of the form and content of any other communication with the shareholders of Patriot. Each of Green and Patriot shall use their commercially reasonable efforts to have the S-4 declared effective under the Securities Act as promptly as practicable after such filing, and Green and Patriot shall thereafter mail or cause deliver the Joint Proxy Statement to be taken, their respective shareholders. Green shall also use commercially reasonable efforts to obtain all actions necessary state securities law or proper to comply with all legal requirements which may be imposed on such party with respect to the transactions contemplated hereby, including, without limitation, obtaining any third party consent which may be “Blue Sky” permits and approvals required to be obtained in connection with the transactions contemplated hereby and (ii) obtain (and cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity which is required or advisable to be obtained by Sellers or Purchaser, respectively, in connection with carry out the transactions contemplated by this Agreement. , and Patriot shall furnish all information concerning Patriot and the holders of Patriot Common Stock as may be reasonably requested in connection with any such action.
(b) The parties hereto shall cooperate with each other and use their commercially reasonable efforts to promptly (and in the case of the Bank Regulatory Applications, as defined below, within 30 business days of the date of this Agreement) prepare and file all necessary documentation, and to effect all applications, notices, petitions and filings (including, if required, notification under the HSR Act)filings, to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this AgreementAgreement (including, without limitation, the Merger and the Bank Merger (collectively the “Bank Regulatory Applications”)), and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such Governmental Entities. Purchaser Green and Sellers Patriot shall have the right to review in advance advance, and, to the extent practicable, each will consult with the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to Sellers, Company Patriot or PurchaserGreen, as the case may be, and any of their respective Subsidiaries, which appear appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. For purposes of this Section 6.1(a)In exercising the foregoing right, in taking each of the foregoing actions parties hereto shall act reasonably and as promptly as practicable. The parties hereto agree that they will consult with each party shall be required only to use commercially reasonable efforts (it being understood that Section 6.5 shall (i) supersede this Section 6.1 and (ii) apply other with respect to the obtaining of all consents permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated herein. Each party shall consult with the other in advance of any formal meeting or conference with any Governmental Entity in connection with the transactions contemplated by this Agreement and to the extent permitted by such Governmental Entity, give the other party and/or its counsel the opportunity to attend and participate in such meetings and conferences. Notwithstanding the foregoing, nothing contained herein shall be deemed to require Green or Patriot to take any action, or commit to take any action, or agree to any condition or restriction, in connection with obtaining the foregoing permits, consents, approvals and authorizations of Governmental Entities that would reasonably be expected to restrict or burden Green, the Surviving Corporation or any of their respective Affiliates and which would, individually or in the aggregate, have a Material Adverse Effect on Green, the Surviving Corporation or any of their respective Affiliates, in each case measured on a scale relative to Patriot (including, without limitation, any requirement to raise or obtain capital in excess of the amount necessary to remain well capitalized under management, advisory, sub-advisory and similar contracts of Company and Company Subsidiarygenerally applicable regulatory capital guidelines) (a “Materially Burdensome Regulatory Condition”).
(bc) Purchaser Green and Sellers Patriot shall, upon request, furnish each other with all information concerning Purchaserthemselves, Sellers, Company and their respective Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Joint Proxy Statement, the S-4 or any other statement, filing, notice or application made by or on behalf of PurchaserGreen, Sellers, Company Patriot or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger, the Bank Merger and the other transactions contemplated by this Agreement.
(d) Green and Patriot shall promptly advise each other upon receiving any communication from any Governmental Entity whose consent or approval is required for consummation of the transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that any Requisite Regulatory Approval will not be obtained or that the receipt of any such approval will be materially delayed. As used in this Agreement, the “Requisite Regulatory Approvals” shall mean all regulatory authorizations, consents, orders or approvals from (x) the Federal Reserve Board, the OCC and the Texas Department of Banking and (y) any other approvals set forth in Sections 3.4 and 4.4 which are necessary to consummate the transactions contemplated by this Agreement, including the Merger and the Bank Merger, or those the failure of which to be obtained would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Surviving Corporation.
Appears in 2 contracts
Sources: Merger Agreement (Green Bancorp, Inc.), Merger Agreement (Green Bancorp, Inc.)
Regulatory Matters. (a) Purchaser and each Seller Company shall (i) takepromptly prepare and file with the SEC the Form S-4, in which the Proxy Statement will be included as a prospectus. Each of Purchaser and Company shall use its commercially reasonable efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing, and Company shall thereafter mail or cause deliver the Proxy Statement to be taken, its shareholders. Purchaser shall also use its commercially reasonable efforts to obtain all actions necessary state securities Law or proper to comply with all legal requirements which may be imposed on such party with respect to the transactions contemplated hereby, including, without limitation, obtaining any third party consent which may be “Blue Sky” permits and approvals required to be obtained in connection with the transactions contemplated hereby and (ii) obtain (and cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity which is required or advisable to be obtained by Sellers or Purchaser, respectively, in connection with carry out the transactions contemplated by this Agreement. , and Company shall furnish all information concerning Company and the holders of Company Common Stock as may be reasonably requested in connection with any such action.
(b) The parties hereto shall cooperate with each other and use their respective commercially reasonable efforts to promptly prepare and file all necessary documentation, and to effect all applications, notices, petitions and filings (including, if required, notification under the HSR Act)filings, to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which that are necessary or advisable to consummate the transactions contemplated by this AgreementAgreement (including the Merger and the Bank Merger), and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such third parties or Governmental Entities. Company and Purchaser and Sellers shall have the right to review in advance advance, and, to the extent practicable, each will consult the other on, in each case subject to applicable laws relating to the exchange of informationLaws, all the information relating to Sellers, Company or Purchaser, as the case may be, and any of their respective Subsidiaries, which that appear in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. For purposes of this Section 6.1(a)In exercising the foregoing right, in taking each of the foregoing actions parties shall act reasonably and as promptly as practicable. The parties shall consult with each party shall be required only to use commercially reasonable efforts (it being understood that Section 6.5 shall (i) supersede this Section 6.1 and (ii) apply other with respect to the obtaining of all consents permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary under managementor advisable to consummate the transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated by this Agreement. Each party shall consult with the other in advance of any meeting or conference with any Governmental Entity and to the extent permitted by such Governmental Entity, advisorygive the other party and/or its counsel the opportunity to attend and participate in such meetings and conferences. Notwithstanding anything contained herein to the contrary, sub-advisory in no event shall the foregoing or any other provision of this Agreement require Purchaser to take or commit to take any actions in connection with obtaining such consents, approvals and similar contracts of authorizations, or agree to or suffer any condition or restriction on Purchaser, Company and Company Subsidiary)or the Surviving Corporation in connection therewith, that would or could reasonably be expected to have a material adverse effect (measured on a scale relative to Company) on Purchaser or Company.
(bc) Each of Purchaser and Sellers Company shall, upon request, furnish each to the other with all information concerning Purchaseritself, Sellers, Company and their respective its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement, the Form S-4 or any other statement, filing, notice or application made by or on behalf of Purchaser, Sellers, Company or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger, the Bank Merger and the other transactions contemplated by this Agreement. Each of Purchaser and Company agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (1) the Form S-4 will, at the time the Form S-4 and each amendment or supplement thereto, if any, becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (2) the Proxy Statement and any amendment or supplement thereto will, at the date of mailing to shareholders and at the time of the Shareholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which such statement was made, not misleading. Each of Purchaser and Company further agrees that if it becomes aware that any information furnished by it would cause any of the statements in the Form S-4 or the Proxy Statement to be false or misleading with respect to any material fact, or to omit to state any material fact required to be stated therein or necessary to make the statements therein not false or misleading, to promptly inform the other party thereof and to take appropriate steps to correct the Form S-4 or the Proxy Statement.
(d) Each of Purchaser and Company shall promptly advise the other upon receiving any communication from any Governmental Entity the consent or approval of which is required for consummation of the transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that any Requisite Regulatory Approval will not be obtained or that the receipt of any such approval may be materially delayed.
(e) Prior to the Effective Time, Purchaser shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Purchaser Common Stock for delivery upon exercise of any Company Stock Options assumed by Purchaser. Purchaser shall prepare and file with the SEC and cause to become effective on or promptly following the Closing Date a registration statement on Form S-3 or Form S-8, as the case may be (or any successor or other appropriate forms), with respect to Purchaser Common Stock issuable upon exercise of Company Stock Options, and shall exercise reasonable best efforts to maintain the effectiveness of such registration statement for so long as any of such Company Stock Options remain outstanding.
Appears in 2 contracts
Sources: Merger Agreement (Huntington Bancshares Inc/Md), Merger Agreement (Camco Financial Corp)
Regulatory Matters. (a) Purchaser and each Seller shall (i) take, or cause to be taken, all actions necessary or proper to comply with all legal requirements which may be imposed on such party with respect to the transactions contemplated hereby, including, without limitation, obtaining any third party consent which may be required to be obtained in connection with the transactions contemplated hereby and (ii) obtain (and cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity which is required or advisable to be obtained by Sellers or Purchaser, respectively, in connection with the transactions contemplated by this Agreement. The parties hereto shall will cooperate with each other and promptly use all reasonable efforts to prepare and file all necessary documentation, and to effect all applications, notices, petitions necessary filings and filings (including, if required, notification under the HSR Act), to obtain as promptly as practicable all necessary permits, consents, approvals and authorizations of all third parties and Governmental Entities which are governmental bodies necessary or advisable to consummate the transactions contemplated by this AgreementAgreement including, without limitation, those that may be required from the SEC, the FDIC, the OTS, the Justice Department and other regulatory authorities. Purchaser KH Partners and Sellers WMI shall each have the right to review reasonably in advance and, to the extent practicable, each will consult the other on, in each case subject to applicable laws all information relating to the exchange of information, all WM Entities or the information relating to Sellers, Company or PurchaserKeystone Entities, as the case may be, and any of their respective Subsidiariessubsidiaries, together with any other information reasonably requested, which appear appears in any filing made with, with or written materials material submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. For purposes of this Section 6.1(a), in taking each of the foregoing actions each party shall be required only to use commercially reasonable efforts (it being understood that Section 6.5 shall (i) supersede this Section 6.1 and (ii) apply with respect to all consents necessary under management, advisory, sub-advisory and similar contracts of Company and Company Subsidiary).
(b) Purchaser and Sellers shall, upon request, furnish each other with all information concerning Purchaser, Sellers, Company and their respective Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary in connection with any statement, filing, notice or application made by or on behalf of Purchaser, Sellers, Company or any of their respective Subsidiaries to any Governmental Entity governmental body in connection with the transactions contemplated by this Agreement.
(b) The KH Partners and WMI shall furnish each other with all reasonable information concerning themselves, their subsidiaries, directors, officers and stockholders and such other matters as may be necessary or advisable in connection with the WMI Proxy Statement, or any other statement or application made by or on behalf of WMI or the KH Partners, or any of their respective subsidiaries to any governmental body in connection with the Merger and the other transactions, applications or filings contemplated by this Agreement.
(c) The KH Partners and WMI will promptly furnish each other with copies of written communications received by WMI or American Savings Bank or any of their respective subsidiaries from, or delivered by any of the foregoing to, any governmental body in respect of the transactions contemplated hereby other than any such written communications received or delivered in connection with any proposed settlement of the Case where the furnishing of such communications would reasonably be expected to jeopardize the attorney-client privilege of KH Partners or any Keystone Entity.
Appears in 2 contracts
Sources: Merger Agreement (Washington Mutual Inc), Merger Agreement (Crandall J Taylor)
Regulatory Matters. (a) Purchaser Promptly after the date of this Agreement, W▇▇▇▇▇▇ and each Seller Sterling shall prepare and file with the SEC the Joint Proxy Statement and W▇▇▇▇▇▇ shall prepare and file with the SEC the S-4, in which the Joint Proxy Statement will be included as a prospectus. The parties shall use reasonable best efforts to make such filings within thirty (i30) takebusiness days of the date of this Agreement. The S-4 shall also, or cause to be taken, all actions necessary or proper to comply with all legal requirements which may be imposed on such party with respect to the transactions contemplated herebyextent required under the Securities Act and the regulations promulgated thereunder, includingregister the shares of New W▇▇▇▇▇▇ Preferred Stock (or depositary shares in lieu thereof) that will be issued in the transaction. Each of W▇▇▇▇▇▇ and Sterling shall use its reasonable best efforts to have the S-4 declared effective under the Securities Act as promptly as practicable after such filings, without limitation, obtaining any third party consent which may be and W▇▇▇▇▇▇ and Sterling shall thereafter mail or deliver the Joint Proxy Statement to their respective stockholders. W▇▇▇▇▇▇ shall also use its reasonable best efforts to obtain all necessary state securities law or “Blue Sky” permits and approvals required to be obtained in connection with the transactions contemplated hereby and (ii) obtain (and cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity which is required or advisable to be obtained by Sellers or Purchaser, respectively, in connection with carry out the transactions contemplated by this Agreement. , and Sterling shall furnish all information concerning Sterling and the holders of Sterling Common Stock and Sterling Series A Preferred Stock as may be reasonably requested in connection with any such action.
(b) The parties hereto shall cooperate with each other and use their reasonable best efforts to promptly prepare and file all necessary documentation, and to effect all applications, notices, petitions and filings (includingand in the case of applications, if requirednotices, notification under petitions and filings in respect of the HSR ActRequisite Regulatory Approvals, use their reasonable best efforts to make such filings within thirty (30) business days of the date of this Agreement), to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this AgreementAgreement (including the Merger and the Bank Merger), and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such Governmental Entities. Purchaser W▇▇▇▇▇▇ and Sellers Sterling shall have the right to review in advance advance, and, to the extent practicable, each will consult the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to Sellers, Company Sterling or PurchaserW▇▇▇▇▇▇, as the case may be, and any of their respective Subsidiaries, which appear appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. For purposes of this Section 6.1(a)In exercising the foregoing right, in taking each of the foregoing actions parties hereto shall act reasonably and as promptly as practicable. The parties hereto agree that they will consult with each party shall be required only to use commercially reasonable efforts (it being understood that Section 6.5 shall (i) supersede this Section 6.1 and (ii) apply other with respect to the obtaining of all consents permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary under management, advisory, sub-advisory or advisable to consummate the transactions contemplated by this Agreement and similar contracts each party will keep the other apprised of Company and Company Subsidiary).
(b) Purchaser and Sellers shall, upon request, furnish each the status of matters relating to completion of the transactions contemplated hereby. Each party shall consult with the other in advance of any meeting or conference with all information concerning Purchaser, Sellers, Company and their respective Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary in connection with any statement, filing, notice or application made by or on behalf of Purchaser, Sellers, Company or any of their respective Subsidiaries to any Governmental Entity in connection with the transactions contemplated by this Agreement and to the extent permitted by such Governmental Entity, give the other party and/or its counsel the opportunity to attend and participate in such meetings and conferences, in each case subject to applicable law. As used in this Agreement, “Requisite Regulatory Approvals” means all regulatory authorizations, consents, orders or approvals (and the expiration or termination of all statutory waiting periods in respect thereof) (x) from the Federal Reserve Board and the OCC and (y) set forth in Sections 3.4 and 4.4 that are necessary to consummate the transactions contemplated by this Agreement, including the Merger and the Bank Merger, or those the failure of which to be obtained would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Surviving Corporation.
Appears in 2 contracts
Sources: Merger Agreement (Sterling Bancorp), Merger Agreement (Sterling Bancorp)
Regulatory Matters. (a) Purchaser Promptly after the date of this Agreement, CrossFirst and each Seller Busey shall prepare and file with the SEC the Joint Proxy Statement and Busey shall prepare and file with the SEC the S-4, in which the Joint Proxy Statement will be included as a prospectus. The parties shall use reasonable best efforts to make such filings within forty-five (i45) takedays of the date of this Agreement. The S-4 shall also, or cause to be taken, all actions necessary or proper to comply with all legal requirements which may be imposed on such party with respect to the transactions contemplated herebyextent required under the Securities Act and the regulations promulgated thereunder, includingregister the shares of New Busey Preferred Stock that will be issued in the transaction. Each of Busey and CrossFirst shall use its reasonable best efforts to have the S-4 declared effective under the Securities Act as promptly as practicable after such filings, without limitation, obtaining any third party consent which may be and Busey and CrossFirst shall thereafter mail or deliver the Joint Proxy Statement to their respective stockholders. Busey shall also use its reasonable best efforts to obtain all necessary state securities law or “Blue Sky” permits and approvals required to be obtained in connection with the transactions contemplated hereby and (ii) obtain (and cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity which is required or advisable to be obtained by Sellers or Purchaser, respectively, in connection with carry out the transactions contemplated by this Agreement. , and CrossFirst shall furnish all information concerning CrossFirst and the holders of CrossFirst Common Stock and CrossFirst Preferred Stock as may be reasonably requested in connection with any such action.
(b) The parties hereto shall cooperate with each other and use their reasonable best efforts to promptly prepare and file all necessary documentation, and to effect all applications, notices, petitions and filings (includingand in the case of applications, if requirednotices, notification under petitions and filings in respect of the HSR ActRequisite Regulatory Approvals, use their reasonable best efforts to make such filings within forty-five (45) days of the date of this Agreement), to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this AgreementAgreement (including the Merger, the Bank Merger and the FRS Membership), and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such Governmental Entities. Purchaser Busey and Sellers CrossFirst shall have the right to review in advance advance, and, to the extent practicable, each will consult the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to Sellers, Company or PurchaserBusey and CrossFirst, as the case may be, and any of their respective Subsidiaries, which appear appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. For purposes of this Section 6.1(a)In exercising the foregoing right, in taking each of the foregoing actions parties hereto shall act reasonably and as promptly as practicable. The parties hereto agree that they will consult with each party shall be required only to use commercially reasonable efforts (it being understood that Section 6.5 shall (i) supersede this Section 6.1 and (ii) apply other with respect to the obtaining of all consents permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary under management, advisory, sub-advisory or advisable to consummate the transactions contemplated by this Agreement and similar contracts each party will keep the other apprised of Company and Company Subsidiary).
(b) Purchaser and Sellers shall, upon request, furnish each the status of matters relating to completion of the transactions contemplated hereby. Each party shall consult with the other in advance of any meeting or conference with all information concerning Purchaser, Sellers, Company and their respective Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary in connection with any statement, filing, notice or application made by or on behalf of Purchaser, Sellers, Company or any of their respective Subsidiaries to any Governmental Entity in connection with the transactions contemplated by this Agreement and to the extent permitted by such Governmental Entity, give the other party and/or its counsel the opportunity to attend and participate in such meetings and conferences, in each case subject to applicable law. As used in this Agreement, “Requisite Regulatory Approvals” means all regulatory authorizations, consents, orders or approvals (and the expiration or termination of all statutory waiting periods in respect thereof) (i) from the Federal Reserve Board, the IDFPR and the KOSBC and (ii) set forth in Sections 3.4 and 4.4 that are necessary to consummate the transactions contemplated by this Agreement, including the Merger, the Bank Merger and FRS Membership, or those the failure of which to be obtained would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Surviving Corporation.
Appears in 2 contracts
Sources: Merger Agreement (First Busey Corp /Nv/), Merger Agreement (Crossfirst Bankshares, Inc.)
Regulatory Matters. (a) Purchaser Parent shall promptly prepare and file with the SEC the S-4, in which the Proxy Statement will be included as a prospectus. The Company shall cooperate with Parent in the preparation of the Proxy Statement to be included within the S-4. Each of the Company and Parent shall use its reasonable best efforts to have the S-4 declared effective under the Securities Act as promptly as practicable after such filing, and each Seller of the Company and Parent shall (i) takethereafter mail the Proxy Statement to their respective shareholders. With the Company’s cooperation, Parent shall also use its reasonable best efforts to obtain all necessary state securities Law or cause to be taken, all actions necessary or proper to comply with all legal requirements which may be imposed on such party with respect to the transactions contemplated hereby, including, without limitation, obtaining any third party consent which may be “Blue Sky” permits and approvals required to be obtained in connection with the transactions contemplated hereby and (ii) obtain (and cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity which is required or advisable to be obtained by Sellers or Purchaser, respectively, in connection with carry out the transactions contemplated by this Agreement. .
(b) The parties hereto Parties shall cooperate with each other and use their reasonable best efforts to promptly prepare and file all necessary documentation, and to effect all applications, notices, petitions and filings (includingfilings, if required, notification under the HSR Act), and to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which that are necessary or advisable to consummate the transactions contemplated by this AgreementAgreement (including without limitation the Merger and the Bank Merger). Purchaser The Company and Sellers Parent shall have the right to review in advance andadvance, and to the extent practicable, practicable each will consult with the other on, in each case subject to applicable laws Laws relating to the exchange of information, all of the information relating to Sellers, the Company or PurchaserParent, as the case may be, and any of their respective Subsidiaries, which appear appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. For purposes of this Section 6.1(a)In exercising the foregoing right, in taking each of the foregoing actions Parties shall act reasonably and as promptly as practicable. The Parties agree that they will consult with each party other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each Party will keep the other apprised of the status of matters relating to completion of the transactions contemplated herein. Notwithstanding the foregoing, nothing contained herein shall be required only deemed to require the Company or Parent to take any action, or commit to take any action, or agree to any condition or restriction, in connection with obtaining the foregoing permits, consents, approvals and authorizations of Governmental Entities that would reasonably be expected to have a Material Adverse Effect on the Surviving Corporation and its Subsidiaries, taken as a whole, after giving effect to the Merger (a “Materially Burdensome Regulatory Condition”). In furtherance and not in limitation of the foregoing, each of the Company and Parent shall use its reasonable best efforts to, and cause its Subsidiaries to use commercially reasonable best efforts (it being understood that Section 6.5 shall to, (i) supersede this Section 6.1 avoid the entry of, or to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that would restrain, prevent or delay the Closing, and (ii) apply with respect avoid or eliminate each and every impediment under any applicable Law so as to all consents necessary under managementenable the Closing to occur as soon as possible; provided, advisoryhowever, sub-advisory and similar contracts of that nothing contained in this Agreement shall require the Company and Company Subsidiary)or Parent to take any actions specified in this Section 6.1(b) that would reasonably be expected to constitute or result in a Materially Burdensome Regulatory Condition.
(bc) Purchaser Parent and Sellers the Company shall, upon request, furnish each other with all information concerning Purchaserthemselves, Sellers, Company and their respective Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement, the S-4, any filing pursuant to Rule 165 or Rule 425 under the Securities Act or Rule 14a-12 under the Exchange Act and any other statement, filing, notice or application made by or on behalf of PurchaserParent, Sellers, the Company or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger, the Bank Merger and the other transactions contemplated by this Agreement (collectively, the “Filing Documents”). Parent agrees promptly to advise the Company if, at any time prior to the later of the Company Shareholders’ Meeting and the Parent Shareholders’ Meeting, any information provided by Parent for the Filing Documents becomes incorrect or incomplete in any material respect and promptly to provide Company with the information needed to correct such inaccuracy or omission. Parent shall promptly furnish the Company with such supplemental information as may be necessary in order to cause the Filing Documents, insofar as they relate to Parent and the Parent Subsidiaries, to comply with all applicable legal requirements. The Company agrees promptly to advise Parent if, at any time prior to the later of the Company Shareholders’ Meeting and the Parent Shareholders’ Meeting, any information provided by the Company for the Filing Documents becomes incorrect or incomplete in any material respect and promptly to provide Parent with the information needed to correct such inaccuracy or omission. The Company shall promptly furnish Parent with such supplemental information as may be necessary in order to cause the Filing Documents, insofar as they relate to the Company and the Company Subsidiaries, to comply with all applicable legal requirements. The Company and Parent shall have the right to review in advance, and to the extent practicable each will consult with the other on, in each case subject to applicable Laws relating to the exchange of information, all Filing Documents.
(d) Parent and the Company shall promptly furnish each other with copies of written communications received by Parent or the Company, as the case may be, or any of their respective Subsidiaries, affiliates or associates (as such terms are defined in Rule 12b-2 under the Exchange Act as in effect on the date of this Agreement) from, or delivered by any of the foregoing to, any Governmental Entity in respect of the transactions contemplated hereby.
(e) The Company shall engage a proxy solicitor reasonably acceptable to Parent to assist the Company in obtaining the approval of the Company’s shareholders of the Company Shareholder Matters. Parent shall engage a proxy solicitor reasonably acceptable to the Company to assist Parent in obtaining the approval of Parent’s shareholders of the Parent Shareholder Matters.
Appears in 2 contracts
Sources: Merger Agreement (Center Bancorp Inc), Merger Agreement (ConnectOne Bancorp, Inc.)
Regulatory Matters. (a) Purchaser Huntington and Sky shall promptly prepare and file with the SEC the Joint Proxy Statement and Huntington shall promptly prepare and file with the SEC the Form S-4, in which the Joint Proxy Statement will be included as a prospectus. Each of Huntington and Sky shall use their reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing, and each Seller of the parties shall (ithereafter mail or deliver the Joint Proxy Statement to its respective shareholders or stockholders, as applicable. Huntington shall file the opinions described in Sections 7.2(c) take, or cause to be taken, all actions necessary or proper to comply and 7.3(c) with all legal requirements which may be imposed on such party with respect the SEC by post-effective amendment to the transactions contemplated hereby, including, without limitation, obtaining any third party consent which may be Form S-4. Huntington shall also use its reasonable best efforts to obtain all necessary state securities law or “Blue Sky” permits and approvals required to be obtained in connection with the transactions contemplated hereby and (ii) obtain (and cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity which is required or advisable to be obtained by Sellers or Purchaser, respectively, in connection with carry out the transactions contemplated by this Agreement. , and Sky shall furnish all information concerning Sky and the holders of Sky Common Stock as may be reasonably requested in connection with any such action.
(b) The parties hereto shall cooperate with each other and use their respective reasonable best efforts to promptly prepare and file all necessary documentation, and to effect all applications, notices, petitions and filings (including, if required, notification under the HSR Act)filings, to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which that are necessary or advisable to consummate the transactions contemplated by this AgreementAgreement (including the Merger), and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such Governmental Entities. Purchaser Sky and Sellers Huntington shall have the right to review in advance advance, and, to the extent practicable, each will consult the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to Sellers, Company Sky or PurchaserHuntington, as the case may be, and any of their respective Subsidiaries, which appear in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. For purposes of this Section 6.1(a)In exercising the foregoing right, in taking each of the foregoing actions parties shall act reasonably and as promptly as practicable. The parties shall consult with each party shall be required only to use commercially reasonable efforts (it being understood that Section 6.5 shall (i) supersede this Section 6.1 and (ii) apply other with respect to the obtaining of all consents permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary under managementor advisable to consummate the transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated by this Agreement. Notwithstanding the foregoing, advisorynothing in this Agreement shall be deemed to require Huntington to take any action, sub-advisory or commit to take any action, or agree to any condition or restriction, in connection with obtaining the foregoing permits, consents, approvals and similar contracts authorizations of third parties or Governmental Entities, that would reasonably be expected to have a material adverse effect on Huntington and its Subsidiaries (including the Surviving Company after giving effect to the Merger) taken as a whole after the Effective Time (a “Materially Burdensome Regulatory Condition”). In addition, Sky agrees to cooperate and Company Subsidiary)use its reasonable best efforts to assist Huntington in preparing and filing such petitions and filings, and in obtaining such permits, consents, approvals and authorizations of third parties and Governmental Entities, that may be necessary or advisable to effect any mergers and/or consolidations of Subsidiaries of Sky and Huntington following consummation of the Merger.
(bc) Purchaser Each of Huntington and Sellers Sky shall, upon request, furnish each to the other with all information concerning Purchaseritself, Sellers, Company and their respective its Subsidiaries, directors, officers and shareholders or stockholders, as applicable, and such other matters as may be reasonably necessary or advisable in connection with the Joint Proxy Statement, the Form S-4 or any other statement, filing, notice or application made by or on behalf of PurchaserHuntington, Sellers, Company Sky or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement.
(d) Each of Huntington, Merger Sub and Sky shall promptly advise the other upon receiving any communication from any Governmental Entity consent or approval of which is required for consummation of the transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that any Requisite Regulatory Approval will not be obtained or that the receipt of any such approval may be materially delayed.
Appears in 2 contracts
Sources: Merger Agreement (Huntington Bancshares Inc/Md), Merger Agreement (Sky Financial Group Inc)
Regulatory Matters. (a) Purchaser Each of Parent and each Seller Company shall, and shall cause its Subsidiaries to, use their respective Specified Efforts to (i) take, or cause to be taken, and assist and cooperate with the other party in taking, all actions necessary necessary, proper or proper advisable to comply promptly with all legal requirements which may be imposed on such party with respect to the transactions contemplated herebyhereby (including the Merger and the Bank Merger), including, without limitation, including obtaining any third third-party consent which or waiver that may be required to be obtained in connection with the transactions contemplated hereby, and, subject to the conditions set forth in Article VII, to consummate the transactions contemplated hereby and (ii) obtain (and assist and cooperate with the other party to obtainin obtaining) any action, nonaction, permit, consent, authorization, order order, clearance, waiver or approval of, or any exemption by, any Governmental Entity which that is required or advisable to be obtained by Sellers or Purchaser, respectively, in connection with the transactions contemplated by this AgreementAgreement (collectively, the “Regulatory Approvals”). The parties hereto shall cooperate with each other and promptly prepare and file file, as promptly as practicable after the date hereof, all necessary documentation, and to effect all applications, notices, petitions and filings (including, if required, notification under the HSR ActAct or any other antitrust or competition Law), to obtain as promptly as practicable all actions, nonactions, permits, consents, authorizations, orders, clearances, waivers or approvals and authorizations of all third parties and Governmental Entities which that are necessary or advisable to consummate the transactions contemplated by this Agreement, including the Regulatory Approvals, and in the case of the Regulatory Approvals, no later than forty-five (45) days after the date hereof. Purchaser Each of Parent and Sellers Company shall have use their Specified Efforts to resolve any objections that may be asserted by any Governmental Entity with respect to this Agreement or the right to review in advance and, to the extent practicable, each will consult the other on, in each case subject transactions contemplated by this Agreement.
(b) Subject to applicable laws Laws relating to the exchange of information, all the information relating to Sellers, Company or Purchaser, as the case may be, and any of their respective Subsidiaries, which appear in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. For purposes of this Section 6.1(a), in taking each of the foregoing actions each party shall be required only to use commercially reasonable efforts (it being understood that Section 6.5 shall (i) supersede this Section 6.1 and (ii) apply with respect to all consents necessary under management, advisory, sub-advisory and similar contracts of Company Parent and Company Subsidiary).
(b) Purchaser and Sellers shall, upon request, furnish each other with all information concerning Purchaser, SellersParent, Company and their respective Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary in connection with any statement, filing, notice or application made by or on behalf of Purchaser, SellersParent, Company or any of their respective Subsidiaries to any Governmental Entity in connection with the transactions contemplated by this Agreement. Parent and Company shall have the right to review in advance and, to the extent practicable, each will consult the other on, in each case subject to applicable Laws relating to the exchange of information, any filing made or proposed to be made with, or written materials submitted or proposed to be submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto shall act reasonably and as promptly as practicable.
(c) Subject to applicable Law (including applicable Laws relating to the exchange of information), Company and Parent shall keep each other apprised of the status of matters relating to the completion of the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, subject to applicable Law, (i) each of Parent and Company shall promptly furnish the other with copies of the nonconfidential portions of notices or other communications received by it or any of its Subsidiaries (or written summaries of communications received orally), from any third party or Governmental Entity with respect to the transactions contemplated by this Agreement, and (ii) each of Parent and Company shall provide the other a reasonable opportunity to review in advance, and to the extent practicable accept the reasonable comments of the other in connection with, any proposed nonconfidential written communication to, including any filings with, any Governmental Entity, in each case subject to applicable Laws relating to the exchange of information. Any such disclosures may be made on an outside counsel-only basis to the extent required under applicable Law.
(d) Notwithstanding the foregoing, nothing contained in this Agreement shall be deemed to require any party hereto to take any action, or commit to take any action, or agree to any condition or restriction, in connection with obtaining any Regulatory Approval that would (i) reasonably be expected to be materially burdensome on, or impair in any material respect the benefits of the transactions contemplated by this Agreement to Parent or Company or (ii) require a material modification of, or impose any material limitation or restriction on, the activities, governance, legal structure, compensation or fee arrangements of Parent or any of its Subsidiaries (any of the foregoing, a “Burdensome Condition”); provided, however, that the following shall not be deemed to be included in the preceding list and shall not be deemed a “Burdensome Condition”: any restraint, limitation, term, requirement, provision or condition that applies generally to bank holding companies and banks as provided by applicable Law or written and publicly available supervisory guidance of general applicability, in each case, as in effect on the date hereof.
Appears in 2 contracts
Sources: Merger Agreement, Merger Agreement (Triumph Bancorp, Inc.)
Regulatory Matters. (a) Purchaser Buyer shall promptly (and in any event within 60 days after the date hereof) prepare and file with the SEC the Form S-4. Buyer shall use its reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. Seller and Buyer shall promptly prepare and thereafter mail or deliver the Proxy Statements, as applicable, to each Seller of its shareholders. Buyer shall (i) take, also use its reasonable best efforts to obtain all necessary state securities law or cause to be taken, all actions necessary or proper to comply with all legal requirements which may be imposed on such party with respect to the transactions contemplated hereby, including, without limitation, obtaining any third party consent which may be “Blue Sky” permits and approvals required to be obtained in connection with the transactions contemplated hereby and (ii) obtain (and cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity which is required or advisable to be obtained by Sellers or Purchaser, respectively, in connection with carry out the transactions contemplated by this Agreement. , and Seller shall furnish all information concerning Seller and the holders of Seller Common Stock as may be reasonably requested in connection with any such action.
(b) The parties hereto Parties shall cooperate with each other and use their respective reasonable best efforts to promptly prepare and file all necessary documentation, and to effect all applications, notices, petitions and filings (including, if required, notification under the HSR Act)filings, to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which that are necessary or advisable to consummate the transactions contemplated by this Agreement (including the Merger and the Bank Merger), and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such third parties or Governmental Entities provided, however, that Buyer and Buyer Bank, as applicable, shall file applications with (i) the Federal Reserve Board, (ii) the North Carolina Office of the Commissioner of Banks, and (iii) the FDIC, in each case no later than 30 days following the date of this Agreement. Purchaser Seller and Sellers Buyer shall have the right to review in advance and, to the extent practicable, each will consult the other on, in each case subject to applicable laws relating to the exchange confidentiality of information, all the information relating to Sellers, Company Seller or PurchaserBuyer, as the case may be, and any of their respective Subsidiaries, which appear that appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. For purposes of this Section 6.1(a)In exercising the foregoing right, in taking each of the foregoing actions Parties shall act reasonably and as promptly as practicable. The Parties shall consult with each party shall be required only to use commercially reasonable efforts (it being understood that Section 6.5 shall (i) supersede this Section 6.1 and (ii) apply other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each Party will keep the other apprised of the status of matters relating to completion of the transactions contemplated by this Agreement, provided, further, that the Parties shall promptly notify each other in writing of any material notice (written or otherwise) or material communication (written or otherwise) from any Governmental Entity in connection with the consents necessary under managementand approvals to be obtained in connection with the transactions contemplated by this Agreement. Notwithstanding the foregoing, advisorynothing contained herein shall be deemed to require Buyer to take any action, sub-advisory or commit to take any action, or agree to any condition or restriction, in connection with obtaining the foregoing permits, consents, approvals and similar contracts authorizations of Company and Company Subsidiarythird parties or Governmental Entities, that would reasonably be expected to have a Material Adverse Effect on Buyer, giving effect to the Merger (a “Materially Burdensome Regulatory Condition”).
(bc) Purchaser Each of Buyer and Sellers Seller shall, upon request, furnish each to the other with all information concerning Purchaseritself, Sellers, Company and their respective its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statements, the Form S-4 or any other statement, filing, notice or application made by or on behalf of PurchaserBuyer, Sellers, Company Seller or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement.
(d) Each of Buyer and Seller shall promptly advise the other upon receiving any communication from any Governmental Entity the consent or approval of which is required for consummation of the transactions contemplated by this Agreement that causes such Party to believe that there is a reasonable likelihood that any Buyer Requisite Regulatory Approval or Seller Requisite Regulatory Approval, respectively, will not be obtained or that the receipt of any such approval may be materially delayed or subject to a Materially Burdensome Regulatory Condition.
(e) The information relating to each Party and their respective Subsidiaries that is provided by such Party or its representative for inclusion in any application, notification or other document filed with any Regulatory Agency or Governmental Entity in connection with the transactions contemplated by this Agreement, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances in which they are made, not misleading.
Appears in 2 contracts
Sources: Merger Agreement (Ecb Bancorp Inc), Merger Agreement (Crescent Financial Bancshares, Inc.)
Regulatory Matters. (a) Purchaser MGIC and each Seller Radian shall promptly prepare and file with the SEC the Joint Proxy Statement and MGIC shall promptly (iand in any case within 20 business days of the date of this Agreement) takeprepare and file with the SEC the S-4, in which the Joint Proxy Statement will be included as a prospectus. Each of MGIC and Radian shall use their reasonable best efforts to have the S-4 declared effective under the Securities Act as promptly as practicable after such filing, and MGIC and Radian shall thereafter mail or cause deliver the Joint Proxy Statement to be taken, their respective stockholders. MGIC shall also use its reasonable best efforts to obtain all actions necessary state securities law or proper to comply with all legal requirements which may be imposed on such party with respect to the transactions contemplated hereby, including, without limitation, obtaining any third party consent which may be “Blue Sky” permits and approvals required to be obtained in connection with the transactions contemplated hereby and (ii) obtain (and cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity which is required or advisable to be obtained by Sellers or Purchaser, respectively, in connection with carry out the transactions contemplated by this Agreement. , and Radian shall furnish all information concerning Radian and the holders of Radian Capital Stock as may be reasonably requested in connection with any such action.
(b) The parties hereto shall cooperate with each other and use their reasonable best efforts to promptly prepare and file all necessary documentation, and to effect all applications, notices, petitions and filings (including, if required, notification including the filing under the HSR Act), to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this AgreementAgreement (including, without limitation, the Merger), and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such Governmental Entities. Purchaser MGIC and Sellers Radian shall have the right to review in advance advance, and, to the extent practicable, each will consult the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to Sellers, Company Radian or PurchaserMGIC, as the case may be, and any of their respective Subsidiaries, which appear in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. For purposes of this Section 6.1(a)In exercising the foregoing right, in taking each of the foregoing actions parties hereto shall act reasonably and as promptly as practicable. The parties hereto agree that they will consult with each party shall be required only to use commercially reasonable efforts (it being understood that Section 6.5 shall (i) supersede this Section 6.1 and (ii) apply other with respect to the obtaining of all consents permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary under management, advisory, sub-advisory or advisable to consummate the transactions contemplated by this Agreement and similar contracts each party will keep the other apprised of Company and Company Subsidiary)the status of matters relating to completion of the transactions contemplated herein.
(bc) Purchaser MGIC and Sellers Radian shall, upon request, furnish each other with all information concerning Purchaserthemselves, Sellers, Company and their respective Subsidiaries, directors, officers and shareholders stockholders and such other matters as may be reasonably necessary or advisable in connection with the Joint Proxy Statement, the S-4 or any other statement, filing, notice or application made by or on behalf of PurchaserMGIC, Sellers, Company Radian or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement.
(d) MGIC and Radian shall promptly advise each other upon receiving any communication from any Governmental Entity whose consent or approval is required for consummation of the transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that any Requisite Regulatory Approval will not be obtained or that the receipt of any such approval will be materially delayed.
Appears in 2 contracts
Sources: Merger Agreement (Radian Group Inc), Merger Agreement (Mgic Investment Corp)
Regulatory Matters. (a) Purchaser Buyer and each Seller Target shall (i) takepromptly prepare and file with the SEC the Form S-4, in which the Proxy Statement will be included as a proxy statement/prospectus. Each of Buyer and Target shall use its reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing, and Target shall thereafter mail or cause deliver the Proxy Statement to be taken, its shareholders. Buyer shall also use its reasonable best efforts to obtain all actions necessary state securities law or proper to comply with all legal requirements which may be imposed on such party with respect to the transactions contemplated hereby, including, without limitation, obtaining any third party consent which may be “Blue Sky” permits and approvals required to be obtained in connection with the transactions contemplated hereby and (ii) obtain (and cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity which is required or advisable to be obtained by Sellers or Purchaser, respectively, in connection with carry out the transactions contemplated by this Agreement. , and Target shall furnish all information concerning Target and the holders of Target Common Stock as may be reasonably requested in connection with any such action.
(b) The parties hereto Parties shall cooperate with each other and use their respective reasonable best efforts to promptly prepare and file all necessary documentation, and to effect all applications, notices, petitions and filings (including, if required, notification under the HSR Act)filings, to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which that are necessary or advisable to consummate the transactions contemplated by this AgreementAgreement (including the Merger), and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such third parties or Governmental Entities. Purchaser Target and Sellers Buyer shall have the right to review in advance advance, and, to the extent practicable, each will consult the other on, in each case subject to applicable laws relating to the exchange confidentiality of information, all the information relating to Sellers, Company Target or PurchaserBuyer, as the case may be, and any of their respective Subsidiaries, which appear that appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. For purposes of this Section 6.1(a)In exercising the foregoing right, in taking each of the foregoing actions Parties shall act reasonably and as promptly as practicable. The Parties shall consult with each party shall be required only to use commercially reasonable efforts (it being understood that Section 6.5 shall (i) supersede this Section 6.1 and (ii) apply other with respect to the obtaining of all consents permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary under managementor advisable to consummate the transactions contemplated by this Agreement and each Party will keep the other apprised of the status of matters relating to completion of the transactions contemplated by this Agreement. Notwithstanding the foregoing, advisorynothing contained herein shall be deemed to require Buyer to take any action, sub-advisory or commit to take any action, or agree to any condition or restriction, in connection with obtaining the foregoing permits, consents, approvals and similar contracts authorizations of Company and Company Subsidiarythird parties or Governmental Entities, that would reasonably be expected to have a Material Adverse Effect (measured on a scale relative to Target) on either Buyer or Target (a “Materially Burdensome Regulatory Condition”).
(bc) Purchaser Each of Buyer and Sellers Target shall, upon request, furnish each to the other with all information concerning Purchaseritself, Sellers, Company and their respective its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement, the Form S-4 or any other statement, filing, notice or application made by or on behalf of PurchaserBuyer, Sellers, Company Target or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement.
(d) Each of Buyer and Target shall promptly advise the other upon receiving any communication from any Governmental Entity the consent or approval of which is required for consummation of the transactions contemplated by this Agreement that causes such Party to believe that there is a reasonable likelihood that any Buyer Requisite Regulatory Approval or Target Requisite Regulatory Approval, respectively, will not be obtained or that the receipt of any such approval may be materially delayed.
Appears in 2 contracts
Sources: Merger Agreement (Community Capital Corp /Sc/), Merger Agreement (Park Sterling Corp)
Regulatory Matters. (a) Purchaser DMGI shall promptly prepare and each Seller file with the SEC the Proxy Statement and as promptly as practicable after such filing, DMGI shall (i) take, mail or cause deliver the Proxy Statement to be taken, its stockholders. DMGI shall also use its reasonable best efforts to obtain all actions necessary state securities law or proper to comply with all legal requirements which may be imposed on such party with respect to the transactions contemplated hereby, including, without limitation, obtaining any third party consent which may be “Blue Sky” permits and approvals required to be obtained in connection with the transactions contemplated hereby and (ii) obtain (and cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity which is required or advisable to be obtained by Sellers or Purchaser, respectively, in connection with carry out the transactions contemplated by this Agreement. , and the Orchard shall furnish all information concerning the Orchard and the holders of the Orchard Capital Stock as may be reasonably requested in connection with any such action.
(b) The parties hereto shall cooperate with each other and use their reasonable best efforts to promptly prepare and file all necessary documentation, and to effect all applications, notices, petitions and filings (including, if required, notification including the filing under the HSR Act), to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this AgreementAgreement (including, without limitation, the Merger), and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such Governmental Entities. Purchaser With the exception of any filings made under the HSR Act, DMGI and Sellers the Orchard shall have the right to review in advance advance, and, to the extent practicable, each will consult the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to Sellers, Company the Orchard or PurchaserDMGI, as the case may be, and any of their respective Subsidiaries, which appear in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. For purposes of this Section 6.1(a)In exercising the foregoing right, in taking each of the foregoing actions parties hereto shall act reasonably and as promptly as practicable. The parties hereto agree that they will consult with each party shall be required only to use commercially reasonable efforts (it being understood that Section 6.5 shall (i) supersede this Section 6.1 and (ii) apply other with respect to the obtaining of all consents permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary under management, advisory, sub-advisory or advisable to consummate the transactions contemplated by this Agreement and similar contracts each party will keep the other apprised of Company and Company Subsidiary)the status of matters relating to completion of the transactions contemplated herein.
(bc) Purchaser DMGI and Sellers the Orchard shall, upon request, furnish each other with all information concerning Purchaserthemselves, Sellers, Company and their respective Subsidiaries, directors, officers and shareholders stockholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement or any other statement, filing, notice or application made by or on behalf of PurchaserDMGI, Sellers, Company the Orchard or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement.
(d) DMGI and the Orchard shall promptly advise each other upon receiving any communication from any Governmental Entity whose consent or approval is required for consummation of the transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that any Requisite Regulatory Approval will not be obtained or that the receipt of any such approval will be materially delayed.
Appears in 2 contracts
Sources: Merger Agreement (Digital Music Group, Inc.), Agreement and Plan of Merger (Dimensional Associates, LLC)
Regulatory Matters. (a) Purchaser ICBC shall, as soon as reasonably practicable following the date of this Agreement, prepare and each Seller shall (i) take, or cause file with the SEC a proxy statement relating to the matters to be taken, all actions necessary or proper to comply with all legal requirements which may be imposed on such party with respect submitted to the transactions contemplated herebyICBC stockholders at the ICBC Stockholders Meeting (such proxy statement, includingand any amendments or supplements thereto, without limitation, obtaining any third party consent which may be required the “Proxy Statement”).
(b) Subject to be obtained in connection with the transactions contemplated hereby and (ii) obtain (and cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity which is required or advisable to be obtained by Sellers or Purchaser, respectively, in connection with the transactions contemplated by provisions of this Agreement. The , the parties hereto shall cooperate with each other and use reasonable best efforts to promptly prepare and file all necessary documentation, and to effect all applications, notices, petitions and filings (includingfilings, if required, notification under the HSR Act), and to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this AgreementAgreement (including the Merger) and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such third parties and Governmental Entities. Purchaser ICBC and Sellers Sovereign shall have the right to review in advance andadvance, and to the extent practicable, practicable each will consult the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to Sellers, Company or PurchaserICBC and Sovereign, as the case may be, and any of their respective Subsidiaries, which appear that appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. For purposes of this Section 6.1(a)In exercising the foregoing right, in taking each of the foregoing actions parties hereto shall act reasonably and as promptly as practicable. The parties hereto agree that they will consult with each party shall be required only to use commercially reasonable efforts (it being understood that Section 6.5 shall (i) supersede this Section 6.1 and (ii) apply other with respect to the obtaining of all consents permits, consents, approvals and authorizations of all third parties or Governmental Entities necessary under management, advisory, sub-advisory or advisable to consummate the transactions contemplated by this Agreement and similar contracts each party will keep the other apprised of Company and Company Subsidiary)the status of matters relating to consummation of the transactions contemplated hereby.
(bc) Purchaser Sovereign and Sellers ICBC shall, upon request, furnish each other with all information concerning Purchaserthemselves, Sellers, Company and their respective Subsidiaries, directors, officers and shareholders stockholders and such other matters as may be reasonably necessary or advisable in connection with the preparation of the Proxy Statement or any other statement, filing, notice or application made by or on behalf of PurchaserSovereign, Sellers, Company ICBC or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement, and each of Sovereign and ICBC will promptly correct any such information in the event it becomes materially false or misleading.
(d) ICBC and Sovereign shall promptly furnish each other with copies of all written communications received by ICBC and Sovereign, as the case may be, or any of their respective Subsidiaries from, or delivered by any of the foregoing to, any Governmental Entity in respect of the transactions contemplated by this Agreement.
Appears in 2 contracts
Sources: Merger Agreement (Independence Community Bank Corp), Merger Agreement (Sovereign Bancorp Inc)
Regulatory Matters. (a) Purchaser Parent and each Seller the Company shall (i) takepromptly prepare, or cause to be taken, all actions necessary or proper to comply with all legal requirements which may be imposed on such party with respect to the transactions contemplated hereby, including, without limitation, obtaining any third party consent which may be required to be obtained in connection and Parent shall file with the transactions contemplated hereby and SEC, the S-4 (iinot later than sixty (60) obtain (and cooperate with days following the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity which is required or advisable to be obtained by Sellers or Purchaser, respectivelydate of this Agreement), in connection with which the Proxy Statement will be included as a prospectus. Each of Parent and the Company shall use its reasonable best efforts to have the S-4 declared effective under the Securities Act as promptly as practicable after such filing and to keep the S-4 effective for so long as necessary to consummate the transactions contemplated by this Agreement, and the Company shall thereafter as promptly as practicable mail or deliver the Proxy Statement to its shareholders. Parent shall also use its reasonable best efforts to obtain all necessary state securities law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and the Company shall furnish all information concerning the Company and the holders of Company Common Stock as may be reasonably requested in connection with any such action.
(b) The parties hereto shall cooperate with each other and use their reasonable best efforts to promptly prepare and file file, or cause to be prepared and filed, all necessary documentation, and to effect all applications, notices, petitions and filings (including, if required, notification under the HSR Act)filings, to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Regulatory Agencies and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this Agreement (including the Merger and the Bank Merger), and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such Regulatory Agencies and Governmental Entities. Without limiting the generality of the foregoing, as soon as practicable and in no event later than thirty (30) business days after the date of this Agreement, Parent and the Company shall, and shall cause their respective Subsidiaries to, each prepare and file any applications, notices and filings required to be filed with any bank regulatory agency in order to obtain the Requisite Regulatory Approvals. Purchaser Parent and Sellers the Company shall each use, and shall each cause their applicable Subsidiaries to use, reasonable best efforts to obtain each such Requisite Regulatory Approval as promptly as reasonably practicable. Parent and the Company shall have the right to review in advance advance, and, to the extent practicable, each will consult the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to Sellers, the Company or PurchaserParent, as the case may be, and any of their respective Subsidiaries, which appear appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. For purposes of this Section 6.1(a)In exercising the foregoing right, in taking each of the foregoing actions parties hereto shall act reasonably and as promptly as practicable. The parties hereto agree that they will consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated hereby. Each party shall consult with the other in advance of any meeting or conference with any Governmental Entity in connection with the transactions contemplated by this Agreement and to the extent permitted by such Governmental Entity, give the other party and/or its counsel the opportunity to attend and participate in such meetings and conferences and provided that each party shall be required only to use commercially reasonable efforts (it being understood that Section 6.5 shall (i) supersede this Section 6.1 and (ii) apply promptly advise the other party with respect to all consents necessary under managementsubstantive matters that are addressed in any meeting or conference with any Governmental Entity which the other party does not attend or participate in, advisoryto the extent permitted by such Governmental Entity and applicable law.
(c) In furtherance and not in limitation of the foregoing, sub-advisory each of Parent and similar contracts of the Company shall use its reasonable best efforts to resolve any objection that may be asserted by any Governmental Entity with respect to this Agreement or the transactions contemplated hereby. Notwithstanding the foregoing, nothing contained in this Agreement shall be deemed to require Parent or the Company to take any action, or commit to take any action, or agree to any condition or restriction that would reasonably be expected to have a Material Adverse Effect on Parent and its Subsidiaries, taken as a whole, after giving effect to the Merger (measured on a scale relative to the Company and Company Subsidiaryits Subsidiaries, taken as a whole) (a “Materially Burdensome Regulatory Condition”).
(bd) Purchaser Parent and Sellers the Company shall, upon request, furnish each other with all information concerning Purchaserthemselves, Sellers, Company and their respective Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement, the S-4 and any other statement, filing, notice or application made by or on behalf of PurchaserParent, Sellers, the Company or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger, the Bank Merger and the other transactions contemplated by this Agreement.
(e) To the extent permitted by applicable law, Parent and the Company shall promptly advise each other upon receiving any communication from any Governmental Entity whose consent or approval is required for consummation of the transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that any Requisite Regulatory Approval will not be obtained or that the receipt of any such approval will be materially delayed. As used in this Agreement, the “Requisite Regulatory Approvals” shall mean all regulatory authorizations, consents, orders or approvals (and the expiration or termination of all statutory waiting periods in respect thereof) from (i) the Federal Reserve Board, the Office of the Comptroller of the Currency and the Tennessee Department of Financial Institutions (ii) any other approvals set forth in Sections 3.4 and 4.4 that are necessary to consummate the transactions contemplated by this Agreement, including the Merger and the Bank Merger, or those other authorizations, consents, orders or approvals the failure of which to be obtained would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on Parent and its Subsidiaries, taken as a whole, after giving effect to the Merger.
Appears in 2 contracts
Sources: Merger Agreement (Old National Bancorp /In/), Merger Agreement (CapStar Financial Holdings, Inc.)
Regulatory Matters. (a) Purchaser Parent shall promptly prepare and each Seller file with the SEC the S-4, in which the Proxy Statement will be included as a prospectus. The Company shall (i) take, or cause cooperate with Parent in the preparation of the Proxy Statement to be takenincluded within the S-4. Each of the Company and Parent shall use its reasonable best efforts to have the S-4 declared effective under the Securities Act as promptly as practicable after such filing, and the Company shall thereafter mail the Proxy Statement to its shareholders. With the Company’s cooperation, Parent shall also use its reasonable best efforts to obtain all actions necessary state securities law or proper to comply with all legal requirements which may be imposed on such party with respect to the transactions contemplated hereby, including, without limitation, obtaining any third party consent which may be “Blue Sky” permits and approvals required to be obtained in connection with the transactions contemplated hereby and (ii) obtain (and cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity which is required or advisable to be obtained by Sellers or Purchaser, respectively, in connection with carry out the transactions contemplated by this Agreement. .
(b) The parties hereto shall cooperate with each other and use their reasonable best efforts to promptly prepare and file all necessary documentation, and to effect all applications, notices, petitions and filings (includingfilings, if required, notification under the HSR Act), and to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this AgreementAgreement (including without limitation the Merger). Purchaser The Company and Sellers Parent shall have the right to review in advance andadvance, and to the extent practicable, practicable each will consult the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to Sellers, the Company or PurchaserParent, as the case may be, and any of their respective Subsidiaries, which appear appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. For purposes of this Section 6.1(a)In exercising the foregoing right, in taking each of the foregoing actions parties hereto shall act reasonably and as promptly as practicable. The parties hereto agree that they will consult with each party shall be required only to use commercially reasonable efforts (it being understood that Section 6.5 shall (i) supersede this Section 6.1 and (ii) apply other with respect to the obtaining of all consents permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary under management, advisory, sub-advisory or advisable to consummate the transactions contemplated by this Agreement and similar contracts each party will keep the other apprised of Company and Company Subsidiary)the status of matters relating to completion of the transactions contemplated herein.
(bc) Purchaser Parent and Sellers the Company shall, upon request, furnish each other with all information concerning Purchaserthemselves, Sellers, Company and their respective Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement, the S-4 and any other statement, filing, notice or application made by or on behalf of PurchaserParent, Sellers, the Company or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. Parent agrees promptly to advise the Company if at any time prior to the Company Shareholders’ Meeting any information provided by Parent for the Proxy Statement becomes incorrect or incomplete in any material respect and promptly to provide Company with the information needed to correct such inaccuracy or omission. Parent shall promptly furnish the Company with such supplemental information as may be necessary in order to cause the Proxy Statement, insofar as it relates to Parent and the Parent Subsidiaries, to comply with all applicable legal requirements. The Company agrees promptly to advise Parent if at any time prior to the Company Shareholders’ Meeting any information provided by the Company for the Proxy Statement becomes incorrect or incomplete in any material respect and promptly to provide Parent with the information needed to correct such inaccuracy or omission. The Company shall promptly furnish Parent with such supplemental information as may be necessary in order to cause the Proxy Statement, insofar as it relates to Company and the Company Subsidiaries, to comply with all applicable legal requirements.
(d) Parent and the Company shall promptly furnish each other with copies of written communications received by Parent or the Company, as the case may be, or any of their respective Subsidiaries, affiliates or associates (as such terms are defined in Rule 12b-2 under the Exchange Act as in effect on the date of this Agreement) from, or delivered by any of the foregoing to, any Governmental Entity in respect of the transactions contemplated hereby.
Appears in 2 contracts
Sources: Merger Agreement (Fulton Financial Corp), Merger Agreement (First Washington Financial Corp)
Regulatory Matters. (a) Purchaser Promptly after the date of this Agreement, AUB and each Seller SASR shall (i) take, or cause to be taken, all actions necessary or proper to comply with all legal requirements which may be imposed on such party with respect to the transactions contemplated hereby, including, without limitation, obtaining any third party consent which may be required to be obtained in connection prepare and file with the transactions contemplated hereby SEC the Joint Proxy Statement/Prospectus, and (ii) obtain (AUB shall prepare and cooperate file with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity which is required or advisable to be obtained by Sellers or Purchaser, respectivelySEC the S-4, in connection with which the Joint Proxy Statement/Prospectus will be included, and the parties shall use reasonable best efforts to make such filings within 45 days after the date of this Agreement. Each of AUB and SASR shall use its reasonable best efforts to have the S-4 declared effective under the Securities Act as promptly as practicable after such filings, and AUB and SASR shall thereafter mail or deliver the Joint Proxy Statement/Prospectus to their respective shareholders or stockholders, as applicable. AUB and SASR shall use their reasonable best efforts to keep the S-4 effective for so long as necessary to consummate the transactions contemplated by this Agreement. AUB shall also use its reasonable best efforts to obtain all necessary state securities law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and SASR shall furnish all information concerning SASR and the holders of SASR Common Stock as may be reasonably requested in connection with any such action.
(b) The parties hereto shall cooperate with each other and use their reasonable best efforts to promptly (and in the case of the applications, notices, petitions and filings in respect of the Requisite Regulatory Approvals, within forty-five (45) days of the date of this Agreement) prepare and file all necessary documentation, and to effect all applications, notices, petitions and filings (including, if required, notification under the HSR Act)filings, to obtain as promptly as practicable all permits, consents, approvals orders, approvals, waivers, non-objections and authorizations of all third parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this Agreement (including the Merger and the Bank Merger), and to comply with the terms and conditions of all such permits, consents, orders, approvals, waivers, non-objections and authorizations of all such third parties and Governmental Entities. Without limiting the generality of the foregoing, as soon as practicable and in no event later than forty-five (45) days after the date of this Agreement, AUB and SASR shall, and shall cause their respective Subsidiaries to, each prepare and file any applications, notices and filings required to be filed with any bank regulatory agency in order to obtain the Requisite Regulatory Approvals. Purchaser AUB and Sellers SASR shall each use, and shall each cause their applicable Subsidiaries to use, reasonable best efforts to obtain each such Requisite Regulatory Approval as promptly as reasonably practicable. AUB and SASR shall have the right to review in advance advance, and, to the extent practicable, each will consult the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to Sellers, Company SASR or PurchaserAUB, as the case may be, and any of their respective Subsidiaries, which appear appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. For purposes ; provided that SASR shall not have the right to review portions of this Section 6.1(a)materials filed by AUB or AUB Subsidiary Bank with a Governmental Entity that contain competitively sensitive business information or confidential supervisory information, in taking which case, to the extent reasonably practicable, AUB or AUB Subsidiary Bank will make appropriate substitute disclosure arrangements to SASR. In exercising the foregoing right, each of the foregoing actions parties hereto shall act reasonably and as promptly as practicable. The parties hereto agree that they will consult with each other with respect to the obtaining of all permits, consents, orders, approvals, waivers, non-objections and authorizations of, and the filing of notices to, all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated herein, and each party shall be required only to use commercially reasonable efforts (it being understood that Section 6.5 shall (i) supersede this Section 6.1 and (ii) apply consult with respect to all consents necessary under management, advisory, sub-advisory and similar contracts the other in advance of Company and Company Subsidiary).
(b) Purchaser and Sellers shall, upon request, furnish each other any meeting or conference with all information concerning Purchaser, Sellers, Company and their respective Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary in connection with any statement, filing, notice or application made by or on behalf of Purchaser, Sellers, Company or any of their respective Subsidiaries to any Governmental Entity in connection with the transactions contemplated by this Agreement and, to the extent permitted by such Governmental Entity, give the other party and/or its counsel the opportunity to attend and participate in such meetings and conferences, in each case subject to applicable law; and provided that each party shall promptly advise the other party with respect to substantive matters that are addressed in any meeting or conference with any Governmental Entity which the other party does not attend or participate in, to the extent permitted by such Governmental Entity and applicable law. As used in this Agreement, the term “Requisite Regulatory Approvals” shall mean all permits, consents, orders, approvals, waivers, non-objections and authorizations (and the expiration or termination of all statutory waiting periods in respect thereof) from (i) the Federal Reserve Board under the BHC Act, the Bank Merger Act and the R▇▇▇▇▇-▇▇▇▇ Act, (ii) any state banking, securities or insurance regulatory authorities listed on Section 3.4 of the SASR Disclosure Schedule and Section 4.4 of the AUB Disclosure Schedule and approval of such applications, filings and notices, (iii) if required by the HSR Act, under the HSR Act and (iv) from any Governmental Entity (x) necessary to consummate the transactions contemplated by this Agreement (including the Merger and the Bank Mergers) or (y) the non-receipt of which would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Surviving Corporation, except, in the case of subclause (ii) above, for any such permits, consents, orders, approvals, waivers, non-objections and authorizations the failure of which to be obtained would not be material to the Surviving Corporation or the Surviving Bank following the Effective Time.
Appears in 2 contracts
Sources: Merger Agreement (Sandy Spring Bancorp Inc), Merger Agreement (Atlantic Union Bankshares Corp)
Regulatory Matters. (a) Purchaser Parent and each Seller the Company shall (i) takepromptly prepare and file with the SEC, no later than 30 business days after of the date of this Agreement, the Joint Proxy Statement and Parent shall promptly prepare and file with the SEC the S-4, in which the Joint Proxy Statement will be included as a prospectus. Each of Parent and the Company shall cooperate in respect of the form and content of any other communication with shareholders of the Company. Each of Parent and the Company shall use their reasonable best efforts to have the S-4 declared effective under the Securities Act as promptly as practicable after such filing, and Parent and the Company shall thereafter mail or cause deliver the Joint Proxy Statement to be taken, their respective shareholders. Parent shall also use its reasonable best efforts to obtain all actions necessary state securities law or proper to comply with all legal requirements which may be imposed on such party with respect to the transactions contemplated hereby, including, without limitation, obtaining any third party consent which may be “Blue Sky” permits and approvals required to be obtained in connection with the transactions contemplated hereby and (ii) obtain (and cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity which is required or advisable to be obtained by Sellers or Purchaser, respectively, in connection with carry out the transactions contemplated by this Agreement. , and the Company shall furnish all information concerning the Company and the holders of Company Common Stock as may be reasonably requested in connection with any such action.
(b) The parties hereto shall cooperate with each other and use their respective reasonable best efforts to promptly (and in the case of the regulatory applications to the Federal Reserve Board, the OCC and the NJ Department within 30 business days of the date of this Agreement) prepare and file all necessary documentation, and to effect all applications, notices, petitions and filings (including, if required, notification under the HSR Act)filings, to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this AgreementAgreement (including, without limitation, the Integrated Mergers and the Bank Merger), and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such Governmental Entities. Purchaser Parent and Sellers the Company shall have the right to review in advance advance, and, to the extent practicable, each will consult with the other on, in each case subject to applicable laws relating to the exchange of information (and subject to necessary redactions relating to confidential or sensitive information), all the information relating to Sellers, the Company or PurchaserParent, as the case may be, and any of their respective Subsidiaries, which appear appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. For purposes of this Section 6.1(a)In exercising the foregoing right, in taking each of the foregoing actions parties hereto shall act reasonably and as promptly as practicable. The parties hereto agree that they will consult with each party shall be required only to use commercially reasonable efforts (it being understood that Section 6.5 shall (i) supersede this Section 6.1 and (ii) apply other with respect to the obtaining of all consents permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary under managementor advisable to consummate the transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated herein. Each party shall consult with the other in advance of any formal meeting or conference with any Governmental Entity in connection with the transactions contemplated by this Agreement and to the extent permitted by such Governmental Entity, advisorygive the other party and/or its counsel the opportunity to attend and participate in such meetings and conferences. Notwithstanding the foregoing or anything to the contrary in this Agreement, sub-advisory nothing contained herein shall be deemed to require Parent or the Company to take any action, or commit to take any action, or agree to any condition or restriction, in connection with obtaining the foregoing permits, consents, approvals and similar contracts authorizations of Governmental Entities that would reasonably be expected to have a Material Adverse Effect (measured on a scale relative to the Company) on any of Parent, the Company and Company Subsidiaryor the Surviving Corporation, after giving effect to the Integrated Mergers (a “Materially Burdensome Regulatory Condition”).
(bc) Purchaser Parent and Sellers the Company shall, upon request, furnish each other with all information concerning Purchaserthemselves, Sellers, Company and their respective Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Joint Proxy Statement, the S-4 or any other statement, filing, notice or application made by or on behalf of PurchaserParent, Sellers, the Company or any of their respective Subsidiaries to any Governmental Entity in connection with the Integrated Mergers, the Bank Merger and the other transactions contemplated by this Agreement.
(d) Parent and the Company shall promptly advise each other upon receiving any communication from any Governmental Entity whose consent or approval is required for consummation of the transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that any Requisite Regulatory Approval will not be obtained or that the receipt of any such approval will be materially delayed. As used in this Agreement, the “Requisite Regulatory Approvals” shall mean all regulatory authorizations, consents, orders or approvals from (x) the Federal Reserve Board, the OCC and the NJ Department and (y) any other approvals set forth in Sections 3.4 and 4.4 which are necessary to consummate the transactions contemplated by this Agreement, including the Integrated Mergers and the Bank Merger, the failure of which to be obtained would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Surviving Corporation.
Appears in 2 contracts
Sources: Merger Agreement (Oceanfirst Financial Corp), Merger Agreement (Cape Bancorp, Inc.)
Regulatory Matters. (a) Purchaser First Charter and each Seller GBC shall (i) takepromptly prepare and file with the SEC the Form S-4, in which the Proxy Statement will be included as a prospectus. Each of First Charter and GBC shall use its reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing, and GBC shall thereafter mail or cause deliver the Proxy Statement to be taken, its shareholders. First Charter shall also use its reasonable best efforts to obtain all actions necessary state securities law or proper to comply with all legal requirements which may be imposed on such party with respect to the transactions contemplated hereby, including, without limitation, obtaining any third party consent which may be “Blue Sky” permits and approvals required to be obtained in connection with the transactions contemplated hereby and (ii) obtain (and cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity which is required or advisable to be obtained by Sellers or Purchaser, respectively, in connection with carry out the transactions contemplated by this Agreement. , and GBC shall furnish all information concerning GBC and the holders of GBC Common Stock as may be reasonably requested in connection with any such action.
(b) The parties hereto shall cooperate with each other and use their respective reasonable best efforts to promptly prepare and file all necessary documentation, and to effect all applications, notices, petitions and filings (including, if required, notification under the HSR Act)filings, to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which that are necessary or advisable to consummate the transactions contemplated by this AgreementAgreement (including the Merger), and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such third parties or Governmental Entities. Purchaser GBC and Sellers First Charter shall have the right to review in advance advance, and, to the extent practicable, each will consult the other on, in each case subject to applicable laws relating to the exchange confidentiality of information, all the information relating to Sellers, Company GBC or PurchaserFirst Charter, as the case may be, and any of their respective Subsidiaries, which appear in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. For purposes of this Section 6.1(a)In exercising the foregoing right, in taking each of the foregoing actions parties shall act reasonably and as promptly as practicable. The parties shall consult with each party shall be required only to use commercially reasonable efforts (it being understood that Section 6.5 shall (i) supersede this Section 6.1 and (ii) apply other with respect to the obtaining of all consents permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary under managementor advisable to consummate the transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated by this Agreement. Notwithstanding the foregoing, advisorynothing contained herein shall be deemed to require First Charter to take any action, sub-advisory or commit to take any action, or agree to any condition or restriction, in connection with obtaining the foregoing permits, consents, approvals and similar contracts authorizations of Company and Company Subsidiarythird parties or Governmental Entities, that would reasonably be expected to have a Material Adverse Effect (measured on a scale relative to GBC) on either First Charter or GBC (a “Materially Burdensome Regulatory Condition”).
(bc) Purchaser Each of First Charter and Sellers GBC shall, upon request, furnish each to the other with all information concerning Purchaseritself, Sellers, Company and their respective its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement, the Form S-4 or any other statement, filing, notice or application made by or on behalf of PurchaserFirst Charter, Sellers, Company GBC or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement.
(d) Each of First Charter and GBC shall promptly advise the other upon receiving any communication from any Governmental Entity the consent or approval of which is required for consummation of the transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that any First Charter Requisite Regulatory Approval or GBC Requisite Regulatory Approval, respectively, will not be obtained or that the receipt of any such approval may be materially delayed.
Appears in 2 contracts
Sources: Merger Agreement (First Charter Corp /Nc/), Merger Agreement (GBC Bancorp Inc)
Regulatory Matters. (a) Purchaser The Partnership and each Seller the Corporation shall (i) takepromptly prepare and the Partnership shall file with the SEC the S-4, in which the Proxy Statement will be included as a prospectus. The Partnership shall use all reasonable efforts to have the S-4 declared effective under the Securities Act as promptly as practicable after such filing, and the Corporation and Partnership shall promptly thereafter mail the Proxy Statement to their respective stockholders and unitholders. The Partnership shall also use reasonable efforts to obtain any necessary state securities law or cause to be taken, all actions necessary or proper to comply with all legal requirements which may be imposed on such party with respect to the transactions contemplated hereby, including, without limitation, obtaining any third party consent which may be "Blue Sky" permits and approvals required to be obtained in connection with the transactions contemplated hereby and (ii) obtain (and cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity which is required or advisable to be obtained by Sellers or Purchaser, respectively, in connection with carry out the transactions contemplated by this Agreement, and obtain the approval for listing on the NYSE of the Depositary Units to be issued in the Merger. Each party shall immediately notify the other party in writing in the event that such party becomes aware that the S-4 or Proxy Statement at any time contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading or that the S-4 or the Proxy Statement otherwise is required to be amended or supplemented, which notice shall specify, in reasonable detail, the circumstances thereof.
(b) The parties hereto shall cooperate with each other and promptly use reasonable efforts to prepare and file promptly all necessary documentation, and to effect all applications, notices, petitions and filings (including, if required, notification under the HSR Act)filings, to obtain as promptly as practicable all permits, consents, approvals approvals, and authorizations of all third parties and Governmental Entities which governmental agencies and regulatory authorities that are necessary or advisable to consummate the transactions contemplated by this Agreement. Purchaser Agreement and Sellers shall have (subject to Sections 11.4 and 11.5) to comply with the right to review in advance andterms and conditions of all such permits, consents, approvals, and authorizations and to the extent practicable, practicable each will consult the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to Sellers, Company the Partnership or Purchaserthe Corporation, as the case may be, and any of their respective Subsidiaries, which appear in any filing made with, or written materials submitted to, any third party or any Governmental Entity governmental authority in connection with the transactions contemplated by this Agreement. For purposes of this Section 6.1(a)In exercising the foregoing right, in taking each of the foregoing actions parties hereto shall act reasonably and as promptly as practicable. The parties hereto agree that they will consult with each party shall be required only to use commercially reasonable efforts (it being understood that Section 6.5 shall (i) supersede this Section 6.1 and (ii) apply other with respect to the obtaining of all consents permits, consents, approvals, and authorizations of all third parties and governmental authorities necessary under management, advisory, sub-advisory or advisable to consummate the transactions contemplated by this Agreement and similar contracts each party will keep the other apprised of Company and Company Subsidiary)the status of matters relating to completion of the transactions contemplated herein.
(bc) Purchaser The Partnership and Sellers the Corporation shall, upon request, furnish each other with all information concerning Purchaserthemselves, Sellers, Company and their respective Subsidiariespartners, directors, officers officers, and shareholders stockholders or unitholders, and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement or the S-4 or any other statement, filing, notice notice, or application made by or on behalf of Purchaser, Sellers, Company the Partnership or the Corporation to the SEC or any of their respective Subsidiaries to any Governmental Entity other governmental authority in connection with the transactions contemplated by this Agreement.
(d) The Partnership and the Corporation shall promptly advise each other upon receiving any communication from any Person whose consent or approval is required for consummation of the transactions contemplated by this Agreement which seeks to impose material conditions upon the grant of such approval or consent, or which causes such party to believe that there is a reasonable likelihood that such consent or approval will not be obtained, or that the receipt thereof will be delayed beyond June 15, 1998.
Appears in 2 contracts
Sources: Agreement and Plan of Merger (Mauna Loa Macadamia Partners Lp), Agreement and Plan of Merger (Brewer C Homes Inc)
Regulatory Matters. (a) Purchaser Parent and each Seller Company shall prepare the F-4 and the Proxy Statement promptly and in no event later than thirty (i30) takedays after the date of this Agreement. Parent shall thereupon file the F-4, in which the Proxy Statement will be included as a prospectus, with the SEC. Each of Parent and Company shall use its reasonable best efforts to have the F-4 declared effective under the Securities Act as promptly as practicable after such filing, and Company shall thereafter file the Proxy Statement with the SEC and mail or cause deliver the Proxy Statement to be taken, its stockholders. Parent shall also use its reasonable best efforts to obtain all actions necessary state securities law or proper to comply with all legal requirements which may be imposed on such party with respect to the transactions contemplated hereby, including, without limitation, obtaining any third party consent which may be “Blue Sky” permits and approvals required to be obtained in connection with the transactions contemplated hereby and (ii) obtain (and cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity which is required or advisable to be obtained by Sellers or Purchaser, respectively, in connection with carry out the transactions contemplated by this Agreement. The , and Company shall furnish all information concerning Company and the holders of Company Common Stock as may be reasonably requested in connection with any such action.
(b) Subject to other provisions of this Agreement, the parties hereto shall cooperate with each other and use their reasonable best efforts to promptly prepare and file all necessary documentation, and to effect all applications, notices, petitions and filings (including, if required, notification under the HSR Act)filings, to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this Agreement (including the Merger), and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such third parties and Governmental Entities. Without limiting the generality of the foregoing, as soon as practicable and in no event later than forty (40) days after the date of this Agreement, Parent and Company shall, and shall cause their respective Subsidiaries to, each prepare and file any applications, notices and filings required in order to obtain the Requisite Regulatory Approvals. Purchaser Parent and Sellers Company shall each use, and shall each cause their applicable Subsidiaries to use, reasonable best efforts to obtain each such Requisite Regulatory Approval as promptly as reasonably practicable. The parties shall cooperate with each other in connection therewith (including the furnishing of any information and any reasonable undertaking or commitments that may be required to obtain the Requisite Regulatory Approvals). Parent and Company shall have the right to review in advance advance, and, to the extent practicable, each will consult the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to Sellers, Company or PurchaserParent, as the case may be, and any of their respective Subsidiaries, which appear appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. For purposes of this Section 6.1(a)In exercising the foregoing right, in taking each of the foregoing actions parties hereto shall act reasonably and as promptly as practicable. Each party will provide the other with copies of any applications and all correspondence relating thereto prior to filing, other than any portions of material filed in connection therewith that contain competitively sensitive business or other proprietary information filed under a claim of confidentiality and subject to applicable laws relating to the exchange of information. The parties hereto agree that they will consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement, and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated herein. Each party shall consult with the other in advance of any meeting or conference with any Governmental Entity in connection with the transactions contemplated by this Agreement, and to the extent permitted by such Governmental Entity, give the other party and/or its counsel the opportunity to attend and participate in such meetings and conferences; provided that each party shall be permitted to respond to inbound telephone calls or other inquiries from any Governmental Entity, and to provide informal status updates to a Governmental Entity, in each case without consulting in advance with the other party; provided, further, that Parent shall be permitted to redact from copies provided to Company of written materials submitted or intended for submission by Parent to OSFI, information relating to the business or operations of Parent to the extent that access to such information is not required only for Company to reasonably assess the status of matters relating to consummation of the transactions contemplated by this Agreement, and Parent need not include Company in meetings or conferences, or portions of meetings or conferences, between Parent (or any of its affiliates) and OSFI in which the business or operations of Parent will be discussed with OSFI, provided that if such a discussion is germane to the status of matters relating to the consummation of the transactions contemplated by this Agreement, Parent will promptly inform Company of the occurrence of such a meeting and the general subject discussed and provide Company with summary information conveying the import of the matters discussed.
(c) In furtherance and not in limitation of the foregoing, each of Parent and Company shall use commercially its reasonable best efforts to avoid the entry of, or to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that would restrain, prevent or delay the Closing. Notwithstanding anything to the contrary in this Agreement, nothing contained in this Agreement shall require Parent or Company to take, or commit to take, any action or agree to any condition or restriction that would reasonably be likely to have a material and adverse effect on Parent and its Subsidiaries, taken as a whole, giving effect to the Merger (it being understood that Section 6.5 shall (i) supersede this Section 6.1 and (ii) apply with respect such materiality measured on a scale relative to all consents necessary under management, advisory, sub-advisory and similar contracts of Company and Company Subsidiaryits Subsidiaries, taken as a whole) (a “Materially Burdensome Regulatory Condition”).
(bd) Purchaser Parent and Sellers Company shall, upon request, furnish each other with all information to which they have access concerning Purchaserthemselves, Sellers, Company and their respective Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement, the F-4 or any other statement, filing, notice or application made by or on behalf of Purchaser, SellersParent, Company or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. Each of Parent and Company agrees, as to itself and its Subsidiaries, (i) that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in the F-4 will, at the time the F-4 and each amendment or supplement thereto, if any, becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in the Proxy Statement and any amendment or supplement thereto will, at the date of mailing to shareholders and at the time of the Company Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which such statement was made, not misleading. Each of Parent and Company further agrees that if it becomes aware that any information furnished by it would cause any of the statements in the F-4 or the Proxy Statement to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading, to promptly inform the other party thereof and to take appropriate steps to correct the F-4 or the Proxy Statement.
(e) Parent and Company shall promptly advise each other upon receiving any communication from any Governmental Entity whose consent or approval is required for consummation of the transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that any Requisite Regulatory Approval will not be obtained or that the receipt of any such approval will be materially delayed.
(f) Parent shall, and shall cause the Surviving Company to, comply with the “reporting requirements” of Treasury Regulations Section 1.367(a)-3(c)(6).
Appears in 2 contracts
Sources: Merger Agreement (Canadian Imperial Bank of Commerce /Can/), Merger Agreement (Privatebancorp, Inc)
Regulatory Matters. (a) Purchaser and each Seller The parties shall (i) take, or cause to be taken, all actions necessary or proper to comply with all legal requirements which may be imposed on such party cooperate with respect to the transactions contemplated herebypreparation of the Proxy Statement and the S-4 and shall promptly file such documents with the SEC. The Buyer shall use all reasonable efforts to have the S-4 declared effective by the SEC under the Securities Act as promptly as practicable after the filing thereof, including, without limitation, obtaining any third party consent which may be and each of the Company and Buyer shall thereafter mail the Proxy Statement to each of its stockholders. Buyer shall use all reasonable efforts to obtain all necessary state securities law or "Blue Sky" permits and approvals required to be obtained in connection with the transactions contemplated hereby and (ii) obtain (and cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity which is required or advisable to be obtained by Sellers or Purchaser, respectively, in connection with carry out the transactions contemplated by this Agreement. , and the Company shall furnish all information concerning the Company and the holders of Company Common Stock as may be reasonably requested in connection with any such action.
(b) The parties hereto shall cooperate with each other and use all reasonable efforts to promptly prepare and file all necessary documentation, and to effect all applications, notices, petitions and filings (includingfilings, if required, notification under the HSR Act), and to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this AgreementAgreement (including without limitation the Merger and the Subsidiary Merger). Purchaser The Company and Sellers Buyer shall have the right to review in advance andadvance, and to the extent practicable, practicable each will consult the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to Sellers, the Company or PurchaserBuyer, as the case may be, and any of their respective Subsidiaries, which appear in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this AgreementAgreement (including without limitation the Merger and the Subsidiary Merger). For purposes of this Section 6.1(a)In exercising the foregoing right, in taking each of the foregoing actions each parties hereto shall act reasonably and as promptly as practicable. Each party shall be required only will keep the other apprised of the status of matters relating to use commercially reasonable efforts (it being understood that Section 6.5 shall (i) supersede this Section 6.1 and (ii) apply with respect to all consents necessary under management, advisory, sub-advisory and similar contracts completion of Company and Company Subsidiary)the transactions contemplated herein.
(bc) Purchaser Buyer and Sellers the Company shall, upon request, furnish each other with all information concerning Purchaserthemselves, Sellers, Company and their respective Subsidiaries, directors, officers and shareholders stockholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement, the S-4 or any other statement, filing, notice or application made by or on behalf of PurchaserBuyer, Sellers, the Company or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger, the Subsidiary Merger and the other transactions contemplated by this Agreement.
(d) Buyer and the Company shall promptly advise each other upon receiving any communication from any Governmental Entity whose consent or approval is required for consummation of the transactions contemplated by this Agreement which causes such party to believe that there is a reasonable likelihood that any Requisite Regulatory Approval (as defined in Section 7.l(c)) will not be obtained or that the receipt of any such approval will be materially delayed.
Appears in 2 contracts
Sources: Merger Agreement (Provident Bankshares Corp), Merger Agreement (First Citizens Financial Corp)
Regulatory Matters. (a) Purchaser MB and each Seller TCG shall (i) takepromptly prepare and use reasonable best efforts to file with the SEC the Joint Proxy Statement and MB shall promptly prepare and file with the SEC the S-4, or cause in which the Joint Proxy Statement will be included as a prospectus. Each of MB and TCG shall use their reasonable best efforts to be taken, all actions have the S-4 declared effective under the Securities Act as promptly as practicable after such filing and to keep the S-4 effective as long as is necessary or proper to comply with all legal requirements which may be imposed on such party with respect to consummate the Merger and the transactions contemplated hereby, including, without limitation, obtaining any third party consent which may be and MB and TCG shall thereafter mail or deliver the Joint Proxy Statement to their respective stockholders as promptly as practicable after the S-4 is declared effective. MB shall also use its reasonable best efforts to obtain all necessary state securities law or "Blue Sky" permits and approvals required to be obtained in connection with the transactions contemplated hereby and (ii) obtain (and cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity which is required or advisable to be obtained by Sellers or Purchaser, respectively, in connection with carry out the transactions contemplated by this Agreement. , and TCG shall furnish all information concerning TCG and the holders of TCG Common Stock as may be reasonably requested in connection with any such action.
(b) The parties hereto shall cooperate with each other and use their reasonable best efforts to promptly prepare and file all necessary documentation, and to effect all applications, notices, petitions and filings (including, if required, notification under the HSR Act)filings, to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this AgreementAgreement (including the Merger and the Bank Merger (collectively the "Bank Regulatory Applications")), and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such Governmental Entities. Purchaser MB and Sellers TCG shall have the right to review in advance advance, and, to the extent practicable, each will consult the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to Sellers, Company TCG or PurchaserMB, as the case may be, and any of their respective Subsidiaries, which appear appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. For purposes of this Section 6.1(a)In exercising the foregoing right, in taking each of the foregoing actions parties hereto shall act reasonably and as promptly as practicable. The parties hereto agree that they will consult with each party shall be required only to use commercially reasonable efforts (it being understood that Section 6.5 shall (i) supersede this Section 6.1 and (ii) apply other with respect to the obtaining of all consents permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary under managementor advisable to consummate the transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated herein. Each party shall consult with the other in advance of any meeting or conference with any Governmental Entity in connection with the transactions contemplated by this Agreement and to the extent permitted by such Governmental Entity and customary in connection with transactions similar to those contemplated by this Agreement, advisorygive the other party and/or its counsel the opportunity to attend and participate in such meetings and conferences. Notwithstanding the foregoing, sub-advisory nothing contained herein shall be deemed to require MB or TCG to take any action, or commit to take any action, or agree to any condition or restriction, in connection with obtaining the foregoing permits, consents, approvals and similar contracts authorizations of Company Governmental Entities that would reasonably be expected to have a Material Adverse Effect on, or materially and Company Subsidiaryadversely affect the economic benefits to be realized by, the Surviving Corporation and its Subsidiaries, taken as a whole, after giving effect to the Merger (a "Materially Burdensome Regulatory Condition").
(bc) Purchaser MB and Sellers TCG shall, upon request, furnish each other with all information concerning Purchaserthemselves, Sellers, Company and their respective Subsidiaries, directors, officers and shareholders stockholders and such other matters as may be reasonably necessary or advisable in connection with the Joint Proxy Statement, the S-4 or any other statement, filing, notice or application made by or on behalf of PurchaserMB, Sellers, Company TCG or any of their respective Subsidiaries to any Governmental Entity in connection with the transactions contemplated by this Agreement.
(d) MB and TCG shall promptly advise each other upon receiving any communication from any Governmental Entity whose consent or approval is required for consummation of the transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that any Requisite Regulatory Approval will not be obtained or that the receipt of any such approval will be materially delayed.
Appears in 2 contracts
Sources: Merger Agreement (Taylor Capital Group Inc), Merger Agreement (Mb Financial Inc /Md)
Regulatory Matters. (a) Purchaser and each Seller Each of the parties hereto shall use their respective reasonable best efforts to (i) take, or cause to be taken, and assist and cooperate with the other party in taking, all actions necessary necessary, proper or proper advisable to comply promptly with all legal requirements which may be imposed on such party with respect to the transactions contemplated hereby, including, without limitation, including obtaining any third third-party consent which or waiver that may be required to be obtained in connection with the transactions contemplated hereby, and, subject to the conditions set forth in Article VI, to consummate the transactions contemplated hereby (including actions required in order to effect the Subsidiary Merger simultaneously with the Effective Time and to continue any contract or agreement of Seller or Seller Sub following Closing or to avoid any penalty or other fee under such contracts and agreements, in each case arising in connection with the transactions contemplated hereby) and (ii) subject to the conditions set forth in Article VI, obtain (and assist and cooperate with the other party to obtainin obtaining) any permit, consent, authorizationwaiver, order or approval and authorization of, or any exemption by, any Governmental Entity which that is required or advisable to be obtained by Sellers or Purchaser, respectively, in connection with the transactions contemplated by this Agreement, including the Mergers. The parties hereto shall cooperate with each other and promptly prepare and file file, as promptly as possible after the date hereof, all necessary documentation, and to effect all applications, notices, petitions and filings (including, if required, notification under the HSR Act)filings, to obtain as promptly as practicable all permits, consents, waivers, approvals and authorizations of all third parties and Governmental Entities which that are necessary or advisable to consummate the transactions contemplated by this Agreement. Purchaser Each of the parties shall use their reasonable best efforts to resolve any objections that may be asserted by any Governmental Entity with respect to this Agreement or the transactions contemplated by this Agreement. Notwithstanding anything set forth in this Agreement, under no circumstances shall a party be required, and Sellers Seller and Seller Sub shall have the right to review not be permitted (without Acquiror’s written consent in advance andits sole discretion), to the extent practicabletake any action, each will consult the other onor commit to take any action, or agree to any condition or restriction, in each connection with obtaining the foregoing permits, consents, waivers, approvals and authorizations, that would have, or would be reasonably likely to have, individually or in the aggregate, a Seller Material Adverse Effect or an Acquiror Material Adverse Effect, as the case subject may be (including, for the avoidance of doubt, any determination by a Governmental Entity that the Subsidiary Merger may not be consummated as contemplated herein, including simultaneously with the Effective Time); provided, that, if requested by Acquiror, then Seller and Seller Sub will take or commit to take any such action, or agree to any such condition or restriction, so long as such action, commitment, agreement, condition or restriction is binding on Seller and Seller Sub only in the event the Closing occurs.
(b) Subject to applicable laws Laws relating to the exchange of information, all the information relating to Sellers, Company or Purchaser, as the case may be, Acquiror and any of their respective Subsidiaries, which appear in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. For purposes of this Section 6.1(a), in taking each of the foregoing actions each party shall be required only to use commercially reasonable efforts (it being understood that Section 6.5 shall (i) supersede this Section 6.1 and (ii) apply with respect to all consents necessary under management, advisory, sub-advisory and similar contracts of Company and Company Subsidiary).
(b) Purchaser and Sellers Seller shall, upon request, furnish each other with all information concerning PurchaserAcquiror, SellersSeller, Company Acquiror Sub and the Subsidiaries and their respective Subsidiaries, directors, officers and shareholders stockholders and such other matters as may be reasonably necessary in connection with any statement, filing, notice or application made by or on behalf of PurchaserAcquiror, SellersSeller, Company or any of their respective Subsidiaries Acquiror Sub and Seller Sub to any Governmental Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto shall act reasonably and as promptly as practicable.
(c) Subject to applicable Laws (including those relating to the exchange of information), Seller and Acquiror shall keep each other apprised of the status of matters relating to the completion of the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, subject to applicable Laws, the parties shall (i) promptly furnish each other with copies of notices or other communications received by the other party (or written summaries of communications received orally), from any third party or Governmental Entity with respect to the transactions contemplated by this Agreement, (ii) provide the other party a reasonable opportunity to review in advance, and accept the reasonable comments of the other party in connection with, any proposed communication to, including any filings with or other written materials submitted to, any Governmental Entity, and (iii) consider in good faith the other party’s views with respect to, and confer in good faith with the other party to resolve, any disagreement as to strategy with respect to any communication by the other party with any Governmental Entity or third party relating to the transactions contemplated by this Agreement. The parties shall not, and shall cause their respective subsidiaries to not, participate in any meeting or substantive discussion, either in person or by telephone, with any Governmental Entity in connection with the proposed transactions unless it consults with the other party in advance and, to the extent not prohibited by applicable Laws, gives the other party the opportunity to attend and participate. Any such disclosures or rights to participate may be made on an outside counsel-only basis to the extent required under applicable Laws.
Appears in 2 contracts
Sources: Merger Agreement (Renasant Corp), Merger Agreement (First M&f Corp/MS)
Regulatory Matters. (a) Purchaser Bancorp and each Seller CBI shall (i) takepromptly prepare and file with the SEC the Proxy Statement and Bancorp shall promptly prepare and file with the SEC the S-4, in which the Proxy Statement will be included as a prospectus. Each of Bancorp and CBI shall use all reasonable efforts to have the S-4 declared effective under the Securities Act as promptly as practicable after such filing, and Bancorp and CBI shall thereafter mail the Proxy Statement to their respective shareholders. Bancorp shall also use all reasonable efforts to obtain all necessary state securities law or cause to be taken, all actions necessary or proper to comply with all legal requirements which may be imposed on such party with respect to the transactions contemplated hereby, including, without limitation, obtaining any third party consent which may be "Blue Sky" permits and approvals required to be obtained in connection with the transactions contemplated hereby and (ii) obtain (and cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity which is required or advisable to be obtained by Sellers or Purchaser, respectively, in connection with carry out the transactions contemplated by this Agreement. , and CBI shall furnish all information concerning CBI and the holders of CBI Common Stock as may be reasonably requested in connection with any such action.
(b) The parties hereto shall cooperate with each other and use their reasonable best efforts to promptly prepare and file all necessary documentation, and to effect all applications, notices, petitions and filings (including, if required, notification under the HSR Act)filings, to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this AgreementAgreement (including, without limitation, the Merger), and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such Governmental Entities. Purchaser Bancorp and Sellers CBI shall have the right to review in advance andadvance, and to the extent practicable, practicable each will consult the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to Sellers, Company CBI or PurchaserBancorp, as the case may be, and any of their respective Subsidiaries, which appear in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. For purposes of this Section 6.1(a)In exercising the foregoing right, in taking each of the foregoing actions parties hereto shall act reasonably and as promptly as practicable. The parties hereto agree that they will consult with each party shall be required only to use commercially reasonable efforts (it being understood that Section 6.5 shall (i) supersede this Section 6.1 and (ii) apply other with respect to the obtaining of all consents permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary under management, advisory, sub-advisory or advisable to consummate the transactions contemplated by this Agreement and similar contracts each party will keep the other apprised of Company and Company Subsidiary)the status of matters relating to completion of the transactions contemplated herein.
(bc) Purchaser Bancorp and Sellers CBI shall, upon request, furnish each other with all information concerning Purchaserthemselves, Sellers, Company and their respective Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement, the S-4 or any other statement, filing, notice or application made by or on behalf of PurchaserBancorp, Sellers, Company CBI or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement.
(d) Bancorp and CBI shall promptly advise each other upon receiving any communication from any Governmental Entity whose consent or approval is required for consummation of the transactions contemplated by this Agreement which causes such party to believe that there is a reasonable likelihood that any Requisite Regulatory Approval will not be obtained or that the receipt of any such approval will be materially delayed.
Appears in 2 contracts
Sources: Merger Agreement (Us Bancorp /Or/), Merger Agreement (Us Bancorp /Or/)
Regulatory Matters. (a) Purchaser Promptly after the date of this Agreement, Partners and each Seller LINK shall prepare and file with the SEC the Joint Proxy Statement and LINK shall prepare and file with the SEC the S-4, in which the Joint Proxy Statement will be included as a prospectus. The parties shall use reasonable best efforts to make such filings within sixty (i60) takedays of the date of this Agreement. Each of LINK and Partners shall use its reasonable best efforts to have the S-4 declared effective under the Securities Act as promptly as practicable after such filings, and LINK and Partners shall thereafter mail or cause deliver the Joint Proxy Statement to be takentheir respective shareholders, as applicable. LINK shall also use its reasonable best efforts to obtain all actions necessary state securities law or proper to comply with all legal requirements which may be imposed on such party with respect to the transactions contemplated hereby, including, without limitation, obtaining any third party consent which may be “Blue Sky” permits and approvals required to be obtained in connection with the transactions contemplated hereby and (ii) obtain (and cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity which is required or advisable to be obtained by Sellers or Purchaser, respectively, in connection with carry out the transactions contemplated by this Agreement. , and Partners shall furnish all information concerning Partners and the holders of Partners Common Stock as may be reasonably requested in connection with any such action.
(b) The parties hereto shall cooperate with each other and use their reasonable best efforts to promptly prepare and file all necessary documentation, and to effect all applications, notices, petitions and filings (includingand, if requiredin the case of the regulatory applications to the Federal Reserve Board, notification under the HSR ActFDIC, the PDOBS, the DE Bank Commissioner and the VA BFI use their reasonable best efforts to make such filings within sixty (60) days of the date of this Agreement), to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this AgreementAgreement (including the Merger and the Bank Mergers), and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such Governmental Entities. Purchaser LINK and Sellers Partners shall have the right to review in advance advance, and, to the extent practicable, each will consult the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to Sellers, Company Partners or PurchaserLINK, as the case may be, and any of their respective Subsidiaries, which appear appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. For purposes of this Section 6.1(a)In exercising the foregoing right, in taking each of the foregoing actions parties hereto shall act reasonably and as promptly as practicable. The parties hereto agree that they will consult with each party shall be required only to use commercially reasonable efforts (it being understood that Section 6.5 shall (i) supersede this Section 6.1 and (ii) apply other with respect to the obtaining of all consents permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary under managementor advisable to consummate the transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated hereby. As used in this Agreement, advisory“Requisite Regulatory Approvals means all regulatory authorizations, sub-advisory consents, orders or approvals (and similar contracts the expiration or termination of Company all statutory waiting periods in respect thereof) (x) from the Federal Reserve Board, the FDIC, the PDOBS, the DE Bank Commissioner and Company Subsidiarythe VA BFI and (y) set forth in Sections 3.4 and 4.4 that are necessary to consummate the transactions contemplated by this Agreement, including the Merger and the Bank Mergers, or those the failure of which to be obtained would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Surviving Corporation.
(c) Each party shall use its reasonable best efforts to respond to any request for information and resolve any objection that may be asserted by any Governmental Entity with respect to this Agreement or the transactions contemplated hereby. Notwithstanding the foregoing, nothing contained in this Agreement shall be deemed to require LINK or Partners or any of their respective Subsidiaries, and neither LINK nor Partners nor any of their respective Subsidiaries shall be permitted (without the written consent of the other party), to take any action, or commit to take any action, or agree to any condition or restriction, in connection with obtaining the foregoing permits, consents, approvals and authorizations of Governmental Entities or Regulatory Agencies that would reasonably be expected to have a material adverse effect on the Surviving Corporation and its Subsidiaries, taken as a whole, after giving effect to the Merger and the Bank Mergers (a “Materially Burdensome Regulatory Condition”).
(bd) Purchaser To the extent permitted by applicable law and Sellers subject to the terms of Section 9.14 of this Agreement, LINK and Partners shall, upon request, furnish each other with all information concerning Purchaserthemselves, Sellers, Company and their respective Subsidiaries, directors, officers and shareholders shareholders, as applicable, and such other matters as may be reasonably necessary or advisable in connection with the Joint Proxy Statement, the S-4 or any other statement, filing, notice or application made by or on behalf of PurchaserLINK, Sellers, Company Partners or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger, the Bank Mergers and the other transactions contemplated by this Agreement.
(e) To the extent permitted by applicable law and subject to the terms of Section 9.14 of this Agreement, LINK and Partners shall promptly advise each other upon receiving any communication from any Governmental Entity whose consent or approval is required for consummation of the transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that any Requisite Regulatory Approval will not be obtained or that the receipt of any such approval will be materially delayed.
Appears in 2 contracts
Sources: Merger Agreement (LINKBANCORP, Inc.), Merger Agreement (Partners Bancorp)
Regulatory Matters. (a) Purchaser Huntington and each Seller Unizan shall (i) takepromptly prepare and file with the SEC the Proxy Statement and Huntington shall promptly prepare and file with the SEC the Form S-4, in which the Proxy Statement will be included as a prospectus. Each of Huntington and Unizan shall use their reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing, and Unizan shall thereafter mail or cause deliver the Proxy Statement to be taken, its shareholders. Huntington shall also use its reasonable best efforts to obtain all actions necessary state securities law or proper to comply with all legal requirements which may be imposed on such party with respect to the transactions contemplated hereby, including, without limitation, obtaining any third party consent which may be “Blue Sky” permits and approvals required to be obtained in connection with the transactions contemplated hereby and (ii) obtain (and cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity which is required or advisable to be obtained by Sellers or Purchaser, respectively, in connection with carry out the transactions contemplated by this Agreement. , and Unizan shall furnish all information concerning Unizan and the holders of Unizan Common Stock as may be reasonably requested in connection with any such action.
(b) The parties hereto shall cooperate with each other and use their respective reasonable best efforts to promptly prepare and file all necessary documentation, and to effect all applications, notices, petitions and filings (including, if required, notification under the HSR Act)filings, to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which that are necessary or advisable to consummate the transactions contemplated by this AgreementAgreement (including the Merger), and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such Governmental Entities. Purchaser Unizan and Sellers Huntington shall have the right to review in advance advance, and, to the extent practicable, each will consult the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to Sellers, Company Unizan or PurchaserHuntington, as the case may be, and any of their respective Subsidiaries, which appear in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. For purposes of this Section 6.1(a)In exercising the foregoing right, in taking each of the foregoing actions parties shall act reasonably and as promptly as practicable. The parties shall consult with each party shall be required only to use commercially reasonable efforts (it being understood that Section 6.5 shall (i) supersede this Section 6.1 and (ii) apply other with respect to the obtaining of all consents permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary under management, advisory, sub-advisory or advisable to consummate the transactions contemplated by this Agreement and similar contracts each party will keep the other apprised of Company and Company Subsidiary)the status of matters relating to completion of the transactions contemplated by this Agreement.
(bc) Purchaser Each of Huntington and Sellers Unizan shall, upon request, furnish each to the other with all information concerning Purchaseritself, Sellers, Company and their respective its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement, the Form S-4 or any other statement, filing, notice or application made by or on behalf of PurchaserHuntington, Sellers, Company Unizan or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement.
(d) Each of Huntington and Unizan shall promptly advise the other upon receiving any communication from any Governmental Entity consent or approval of which is required for consummation of the transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that any Requisite Regulatory Approval will not be obtained or that the receipt of any such approval may be materially delayed.
Appears in 2 contracts
Sources: Merger Agreement (Huntington Bancshares Inc/Md), Merger Agreement (Unizan Financial Corp)
Regulatory Matters. (a) Purchaser The Company shall promptly prepare and each Seller file with the SEC the Proxy Statement and Parent shall (i) takepromptly prepare and file with the SEC the S-4, in which the Proxy Statement will be included as a prospectus. Each of the Company and Parent shall use its reasonable best efforts to have the S-4 declared effective under the Securities Act as promptly as practicable after such filing, and the Company shall thereafter mail the Proxy Statement to its stockholders. Parent shall also use its reasonable best efforts to obtain all necessary state securities law or cause to be taken, all actions necessary or proper to comply with all legal requirements which may be imposed on such party with respect to the transactions contemplated hereby, including, without limitation, obtaining any third party consent which may be "Blue Sky" permits and approvals required to be obtained in connection with the transactions contemplated hereby and (ii) obtain (and cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity which is required or advisable to be obtained by Sellers or Purchaser, respectively, in connection with carry out the transactions contemplated by this Agreement. .
(b) The parties hereto shall cooperate with each other and use their reasonable best efforts to promptly prepare and file all necessary documentation, and to effect all applications, notices, petitions and filings (includingfilings, if required, notification under the HSR Act), and to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this AgreementAgreement (including without limitation the Merger). Purchaser The Company and Sellers Parent shall have the right to review in advance andadvance, and to the extent practicable, practicable each will consult the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to Sellers, the Company or PurchaserParent, as the case may be, and any of their respective Subsidiaries, which appear appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. For purposes of this Section 6.1(a)In exercising the foregoing right, in taking each of the foregoing actions parties hereto shall act reasonably and as promptly as practicable. The parties hereto agree that they will consult with each party shall be required only to use commercially reasonable efforts (it being understood that Section 6.5 shall (i) supersede this Section 6.1 and (ii) apply other with respect to the obtaining of all consents permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary under management, advisory, sub-advisory or advisable to consummate the transactions contemplated by this Agreement and similar contracts each party will keep the other apprised of Company and Company Subsidiary)the status of matters relating to completion of the transactions contemplated herein.
(bc) Purchaser Parent and Sellers the Company shall, upon request, furnish each other with all information concerning Purchaserthemselves, Sellers, Company and their respective Subsidiaries, directors, officers and shareholders stockholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement, the S-4 or any other statement, filing, notice or application made by or on behalf of PurchaserParent, Sellers, the Company or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement.
(d) Parent and the Company shall promptly furnish each other with copies of written communications received by Parent or the Company, as the case may be, or any of their respective Subsidiaries, Affiliates or Associates (as such terms are defined in Rule 12b-2 under the Exchange Act as in effect on the date of this Agreement) from, or delivered by any of the foregoing to, any Governmental Entity in respect of the transactions contemplated hereby.
Appears in 2 contracts
Sources: Merger Agreement (Gulf West Banks Inc), Merger Agreement (South Financial Group Inc)
Regulatory Matters. (a) Purchaser and each Seller shall (i) take, or cause to be taken, all actions necessary or proper to comply with all legal requirements which may be imposed on such party with respect to the transactions contemplated hereby, including, without limitation, obtaining any third party consent which may be required to be obtained in connection with the transactions contemplated hereby and (ii) obtain (and cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity which is required or advisable to be obtained by Sellers or Purchaser, respectively, in connection with the transactions contemplated by this Agreement. The parties hereto shall cooperate with each other and promptly prepare and file all necessary documentation, and to effect all applications, notices, petitions and filings (including, if required, notification under the HSR Act), to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this Agreement. Purchaser and Sellers shall have the right to review in advance and, to the extent practicable, each will consult the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to Sellers, Company or Purchaser, as the case may be, and any of their respective Subsidiaries, which appear in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. For purposes of this Section 6.1(a7.1(a), in taking each of the foregoing actions each party shall be required only to use commercially reasonable efforts (it being understood that Section 6.5 shall (i) supersede this Section 6.1 and (ii) apply with respect to all consents necessary under management, advisory, sub-advisory and similar contracts of Company and Company Subsidiary)best efforts.
(b) Purchaser and Sellers shall, upon request, furnish each other with all information concerning Purchaser, Sellers, Company and their respective Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary in connection with any statement, filing, notice or application made by or on behalf of Purchaser, Sellers, Company or any of their respective Subsidiaries to any Governmental Entity in connection with the transactions contemplated by this Agreement.
Appears in 2 contracts
Sources: Stock Purchase Agreement (Broadridge Financial Solutions, Inc.), Stock Purchase Agreement (Broadridge Financial Solutions, Inc.)
Regulatory Matters. (a) Purchaser and each Seller shall (i) take, or cause to be taken, all actions necessary or proper to comply with all legal requirements which may be imposed on such party with respect to the transactions contemplated hereby, including, without limitation, obtaining any third party consent which may be required to be obtained in connection with the transactions contemplated hereby and (ii) obtain (and cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity which is required or advisable to be obtained by Sellers or Purchaser, respectively, in connection with the transactions contemplated by this Agreement. The parties hereto Parties shall cooperate with each other and use their respective reasonable best efforts to promptly prepare and file all necessary documentation, and to effect all applications, notices, petitions and filings (including, if required, notification under the HSR Act)filings, to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which that are necessary or advisable to consummate the transactions contemplated by this AgreementAgreement (including the Vantage Merger, the Piedmont Merger, and the Bank Merger), and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such third parties or Governmental Entities. Purchaser Piedmont, Yadkin and Sellers Vantage shall have the right to review in advance and, to the extent practicable, and each will consult the other on, in each case subject to applicable laws relating to the exchange confidentiality of information, all the information relating to SellersYadkin, Company or PurchaserVantage and Piedmont, as the case may be, and any of their respective Subsidiaries, which appear that appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. For purposes of this Section 6.1(a)In exercising the foregoing right, in taking each of the foregoing actions each Parties shall act reasonably and as promptly as practicable. Each party shall be required only consult with the other Parties in advance of any meeting or conference with any Governmental Entity in connection with the transactions contemplated by this Agreement and to use commercially reasonable efforts (it being understood that Section 6.5 the extent permitted by such Governmental Entity, give the other Parties and/or their counsel the opportunity to attend and participate in such meetings and conferences. The Parties shall (i) supersede this Section 6.1 and (ii) apply consult with each other with respect to the obtaining of all consents permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary under managementor advisable to consummate the transactions contemplated by this Agreement and each Party will keep the other apprised of the status of matters relating to completion of the transactions contemplated by this Agreement. Notwithstanding the foregoing, advisorynothing contained herein shall be deemed to require any Party to take any action, sub-advisory or commit to take any action, or agree to any condition or restriction, in connection with obtaining the foregoing permits, consents, approvals and similar contracts authorizations of Company and Company Subsidiarythird parties or Governmental Entities, that the Parties agree would have a Material Adverse Effect (measured on a scale relative to Yadkin) on either Vantage, Yadkin or Piedmont (a “Materially Burdensome Regulatory Condition”).
(b) Purchaser and Sellers Each Party shall, upon request, furnish each to the other with all information concerning Purchaseritself, Sellers, Company and their respective its Subsidiaries, directors, officers and shareholders or stockholders, as applicable, and such other matters as may be reasonably necessary or advisable in connection with the proxy statements, the Form S-4 or any other statement, filing, notice or application made by or on behalf of PurchaserPiedmont, SellersVantage, Company Yadkin or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement.
(c) Each Party shall promptly advise the other Parties upon receiving any communication from any Governmental Entity the consent or approval of which is required for consummation of the transactions contemplated by this Agreement that causes such Party to believe that there is a reasonable likelihood that any Piedmont Requisite Regulatory Approval, Vantage Requisite Regulatory Approval or Yadkin Requisite Regulatory Approval, respectively, will not be obtained or that the receipt of any such approval may be materially delayed or subject to a Materially Burdensome Regulatory Condition.
Appears in 2 contracts
Sources: Merger Agreement (Vantagesouth Bancshares, Inc.), Merger Agreement (YADKIN FINANCIAL Corp)
Regulatory Matters. (a) Purchaser Buyer shall promptly prepare and each Seller file with the SEC the S-4, in which the Proxy Statement will be included as a prospectus. The Company shall (i) take, or cause cooperate with Buyer in the preparation of the Proxy Statement to be takenincluded within the S-4. Each of the Company and Buyer shall use its reasonable best efforts to have the S-4 declared effective under the Securities Act as promptly as practicable after such filing, and the Company shall thereafter mail the Proxy Statement to its shareholders. If the Buyer determines that it is necessary for its shareholders to approve the issuance of Buyer Common Stock hereunder, the Proxy Statement shall be prepared as a joint proxy statement, the Buyer shall mail the Proxy Statement to its shareholders promptly after the S-4 is declared effective. Buyer shall also use its reasonable best efforts to obtain all actions necessary state securities law or proper to comply with all legal requirements which may be imposed on such party with respect to the transactions contemplated hereby, including, without limitation, obtaining any third party consent which may be "Blue Sky" permits and approvals required to be obtained in connection with the transactions contemplated hereby and (ii) obtain (and cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity which is required or advisable to be obtained by Sellers or Purchaser, respectively, in connection with carry out the transactions contemplated by this Agreement. .
(b) The parties hereto shall cooperate with each other and use their reasonable best efforts to promptly prepare and file all necessary documentation, and to effect all applications, notices, petitions and filings (includingfilings, if required, notification under the HSR Act), and to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this AgreementAgreement (including without limitation the Merger). Purchaser The Company and Sellers Buyer shall have the right to review in advance andadvance, and to the extent practicable, practicable each will consult the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to Sellers, the Company or PurchaserBuyer, as the case may be, and any of their respective Subsidiaries, which appear appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. For purposes of this Section 6.1(a)In exercising the foregoing right, in taking each of the foregoing actions parties hereto shall act reasonably and as promptly as practicable. The parties hereto agree that they will consult with each party shall be required only to use commercially reasonable efforts (it being understood that Section 6.5 shall (i) supersede this Section 6.1 and (ii) apply other with respect to the obtaining of all consents permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary under management, advisory, sub-advisory or advisable to consummate the transactions contemplated by this Agreement and similar contracts each party will keep the other apprised of Company and Company Subsidiary)the status of matters relating to completion of the transactions contemplated herein.
(bc) Purchaser Buyer and Sellers the Company shall, upon request, furnish each other with all information concerning Purchaserthemselves, Sellers, Company and their respective Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement, the S-4 and any other statement, filing, notice or application made by or on behalf of PurchaserBuyer, Sellers, the Company or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. Buyer agrees promptly to advise the Company if at any time prior to the Company Shareholders' Meeting any information provided by Buyer for the Proxy Statement becomes incorrect or incomplete in any material respect and promptly to provide Company with the information needed to correct such inaccuracy or omission. Buyer shall promptly furnish the Company with such supplemental information as may be necessary in order to cause the Proxy Statement, insofar as it relates to Buyer and its Subsidiaries, to comply with all applicable legal requirements. The Company agrees promptly to advise Buyer if at any time prior to the Company Shareholders' Meeting (or, if applicable, the meeting of Buyer's shareholders) any information provided by the Company for the Proxy Statement becomes incorrect or incomplete in any material respect and promptly to provide Buyer with the information needed to correct such inaccuracy or omission. The Company shall promptly furnish Buyer with such supplemental information as may be necessary in order to cause the Proxy Statement, insofar as it relates to the Company and its Subsidiaries, to comply with all applicable legal requirements.
(d) Buyer and the Company shall promptly furnish each other with copies of written communications received by Buyer or the Company, as the case may be, or any of their respective Subsidiaries, affiliates or associates (as such terms are defined in Rule 12b-2 under the Exchange Act as in effect on the date of this Agreement) from, or delivered by any of the foregoing to, any Governmental Entity in respect of the transactions contemplated hereby.
Appears in 2 contracts
Sources: Agreement and Plan of Merger (Center Bancorp Inc), Merger Agreement (Center Bancorp Inc)
Regulatory Matters. (a) Purchaser Promptly after the date of this Agreement, UMB and each Seller HTLF shall (i) takeprepare and file with the SEC the Joint Proxy Statement, or cause and UMB shall prepare and file with the SEC the S-4, in which the Joint Proxy Statement will be included as a prospectus, and the parties shall use reasonable best efforts to be takenmake such filings as promptly as practicable after the date of this Agreement. The S-4 shall also, all actions necessary or proper to comply with all legal requirements which may be imposed on such party with respect to the transactions contemplated herebyextent required under the Securities Act and the regulations promulgated thereunder, includingregister the shares of UMB Series A Preferred Stock (or depositary shares in lieu thereof) that will be issued in the transaction. Each of UMB and HTLF shall use its reasonable best efforts to have the S-4 declared effective under the Securities Act as promptly as practicable after such filings, without limitationand UMB and HTLF shall thereafter mail or deliver the Joint Proxy Statement to their respective shareholders or stockholders, obtaining any third party consent which may be as applicable. UMB shall also use its reasonable best efforts to obtain all necessary state securities law or “Blue Sky” permits and approvals required to be obtained in connection with the transactions contemplated hereby and (ii) obtain (and cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity which is required or advisable to be obtained by Sellers or Purchaser, respectively, in connection with carry out the transactions contemplated by this Agreement. , and HTLF shall furnish all information concerning HTLF and the holders of HTLF Common Stock as may be reasonably requested in connection with any such action.
(b) The parties hereto shall cooperate with each other and use their reasonable best efforts to promptly (and in the case of the applications, notices, petitions and filings in respect of the Requisite Regulatory Approvals, within forty-five (45) days of the date of this Agreement) prepare and file all necessary documentation, and to effect all applications, notices, petitions and filings (including, if required, notification under the HSR Act)filings, to obtain as promptly as practicable all permits, consents, approvals orders, approvals, waivers, non-objections and authorizations of all third parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this Agreement (including the Mergers and the Bank Merger), and to comply with the terms and conditions of all such permits, consents, orders, approvals, waivers, non-objections and authorizations of all such third parties and Governmental Entities. Without limiting the generality of the foregoing, as soon as practicable and in no event later than forty-five (45) days after the date of this Agreement, UMB and HTLF shall, and shall cause their respective Subsidiaries to, each prepare and file any applications, notices and filings required to be filed with any bank regulatory agency in order to obtain the Requisite Regulatory Approvals. Purchaser UMB and Sellers HTLF shall each use, and shall each cause their applicable Subsidiaries to use, reasonable best efforts to obtain each such Requisite Regulatory Approval as promptly as reasonably practicable. UMB and HTLF shall have the right to review in advance advance, and, to the extent practicable, each will consult the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to Sellers, Company HTLF or PurchaserUMB, as the case may be, and any of their respective Subsidiaries, which appear appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. For purposes of this Section 6.1(a)In exercising the foregoing right, in taking each of the foregoing actions parties hereto shall act reasonably and as promptly as practicable. The parties hereto agree that they will consult with each party shall be required only to use commercially reasonable efforts (it being understood that Section 6.5 shall (i) supersede this Section 6.1 and (ii) apply other with respect to the obtaining of all consents necessary under managementpermits, advisoryconsents, suborders, approvals, waivers, non-advisory and similar contracts of Company and Company Subsidiary).
(b) Purchaser and Sellers shall, upon request, furnish each other with all information concerning Purchaser, Sellers, Company and their respective Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary in connection with any statement, filing, notice or application made by or on behalf of Purchaser, Sellers, Company or any of their respective Subsidiaries to any Governmental Entity in connection with the transactions contemplated by this Agreement.objections and
Appears in 2 contracts
Sources: Merger Agreement (Umb Financial Corp), Merger Agreement (Heartland Financial Usa Inc)
Regulatory Matters. (a) Purchaser Bank of America and each Seller FleetBoston shall (i) takepromptly prepare and file with the SEC the Joint Proxy Statement and Bank of America shall promptly prepare and file with the SEC the Form S-4, in which the Joint Proxy Statement will be included as a prospectus. Each of Bank of America and FleetBoston shall use their reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing, and FleetBoston and Bank of America shall thereafter mail or cause deliver the Joint Proxy Statement to be taken, its respective shareholders. Bank of America shall also use its reasonable best efforts to obtain all actions necessary state securities law or proper to comply with all legal requirements which may be imposed on such party with respect to the transactions contemplated hereby, including, without limitation, obtaining any third party consent which may be "Blue Sky" permits and approvals required to be obtained in connection with the transactions contemplated hereby and (ii) obtain (and cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity which is required or advisable to be obtained by Sellers or Purchaser, respectively, in connection with carry out the transactions contemplated by this Agreement. , and FleetBoston shall furnish all information concerning FleetBoston and the holders of FleetBoston Capital Stock as may be reasonably requested in connection with any such action.
(b) The parties hereto shall cooperate with each other and use their respective reasonable best efforts to promptly prepare and file all necessary documentation, and to effect all applications, notices, petitions and filings (including, if required, notification under the HSR Act)filings, to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which that are necessary or advisable to consummate the transactions contemplated by this AgreementAgreement (including the Merger), and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such Governmental Entities. Purchaser FleetBoston and Sellers Bank of America shall have the right to review in advance advance, and, to the extent practicable, each will consult the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to Sellers, Company FleetBoston or PurchaserBank of America, as the case may be, and any of their respective Subsidiaries, which appear in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. For purposes of this Section 6.1(a)In exercising the foregoing right, in taking each of the foregoing actions parties shall act reasonably and as promptly as practicable. The parties shall consult with each party shall be required only to use commercially reasonable efforts (it being understood that Section 6.5 shall (i) supersede this Section 6.1 and (ii) apply other with respect to the obtaining of all consents permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary under management, advisory, sub-advisory or advisable to consummate the transactions contemplated by this Agreement and similar contracts each party will keep the other apprised of Company and Company Subsidiary)the status of matters relating to completion of the transactions contemplated by this Agreement.
(bc) Purchaser Each of Bank of America and Sellers FleetBoston shall, upon request, furnish each to the other with all information concerning Purchaseritself, Sellers, Company and their respective its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Joint Proxy Statement, the Form S-4 or any other statement, filing, notice or application made by or on behalf of PurchaserBank of America, Sellers, Company FleetBoston or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement.
(d) Each of Bank of America and FleetBoston shall promptly advise the other upon receiving any communication from any Governmental Entity consent or approval of which is required for consummation of the transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that any Requisite Regulatory Approval will not be obtained or that the receipt of any such approval may be materially delayed.
Appears in 2 contracts
Sources: Merger Agreement (Bank of America Corp /De/), Merger Agreement (Fleetboston Financial Corp)
Regulatory Matters. (a) Purchaser Parent shall promptly prepare and file with the SEC the S-4, in which the Proxy Statement will be included as a prospectus. The Company shall cooperate with Parent in the preparation of the Proxy Statement to be included within the S-4. Each of the Company and Parent shall use its reasonable best efforts to have the S-4 declared effective under the Securities Act as promptly as practicable after such filing, and each Seller of the Company and Parent shall (i) takethereafter mail the Proxy Statement to their respective shareholders. With the Company’s cooperation, Parent shall also use its reasonable best efforts to obtain all necessary state securities Law or cause to be taken, all actions necessary or proper to comply with all legal requirements which may be imposed on such party with respect to the transactions contemplated hereby, including, without limitation, obtaining any third party consent which may be “Blue Sky” permits and approvals required to be obtained in connection with the transactions contemplated hereby and (ii) obtain (and cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity which is required or advisable to be obtained by Sellers or Purchaser, respectively, in connection with carry out the transactions contemplated by this Agreement. The parties hereto Company acknowledges that the Proxy Statement may include a proposal that Parent’s shareholders approve an amendment to Parent’s certificate of incorporation increasing the number of shares of Parent Common Stock that Parent will be authorized to issue and will include a proposal (the approval of which is a condition to Parent’s obligation to consummate the transactions contemplated hereby) that Parent’s shareholders approve the issuance of Parent Common Stock pursuant to this Agreement (including without limitation the shares of Parent Common Stock issuable upon exercise of all New Stock Options).
(b) The Parties shall cooperate with each other and use their reasonable best efforts to promptly prepare and file all necessary documentation, and to effect all applications, notices, petitions and filings (includingfilings, if required, notification under the HSR Act), and to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which that are necessary or advisable to consummate the transactions contemplated by this AgreementAgreement (including without limitation the Merger and the Bank Merger). Purchaser The Company and Sellers Parent shall have the right to review in advance andadvance, and to the extent practicable, practicable each will consult the other on, in each case subject to applicable laws Laws relating to the exchange of information, all of the information relating to Sellers, the Company or PurchaserParent, as the case may be, and any of their respective Subsidiaries, which appear appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. For purposes of this Section 6.1(a)In exercising the foregoing right, in taking each of the foregoing actions Parties shall act reasonably and as promptly as practicable. The Parties agree that they will consult with each party shall be required only to use commercially reasonable efforts (it being understood that Section 6.5 shall (i) supersede this Section 6.1 and (ii) apply other with respect to the obtaining of all consents permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary under management, advisory, sub-advisory or advisable to consummate the transactions contemplated by this Agreement and similar contracts each Party will keep the other apprised of Company and Company Subsidiary)the status of matters relating to completion of the transactions contemplated herein.
(bc) Purchaser Parent and Sellers the Company shall, upon request, furnish each other with all information concerning Purchaserthemselves, Sellers, Company and their respective Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement, the S-4, any filing pursuant to Rule 165 or Rule 425 under the Securities Act or Rule 14a-12 under the Exchange Act and any other statement, filing, notice or application made by or on behalf of PurchaserParent, Sellers, the Company or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger, the Bank Merger and the other transactions contemplated by this Agreement (collectively, the “Filing Documents”). Parent agrees promptly to advise the Company if, at any time prior to the later of the Company Shareholders’ Meeting and the Parent Shareholders’ Meeting, any information provided by Parent for the Filing Documents becomes incorrect or incomplete in any material respect and promptly to provide Company with the information needed to correct such inaccuracy or omission. Parent shall promptly furnish the Company with such supplemental information as may be necessary in order to cause the Filing Documents, insofar as they relate to Parent and the Parent Subsidiaries, to comply with all applicable legal requirements. The Company agrees promptly to advise Parent if, at any time prior to the later of the Company Shareholders’ Meeting and the Parent Shareholders’ Meeting, any information provided by the Company for the Filing Documents becomes incorrect or incomplete in any material respect and promptly to provide Parent with the information needed to correct such inaccuracy or omission. The Company shall promptly furnish Parent with such supplemental information as may be necessary in order to cause the Filing Documents, insofar as they relate to the Company and the Company Subsidiaries, to comply with all applicable legal requirements.
(d) Parent and the Company shall promptly furnish each other with copies of written communications received by Parent or the Company, as the case may be, or any of their respective Subsidiaries, affiliates or associates (as such terms are defined in Rule 12b-2 under the Exchange Act as in effect on the date of this Agreement) from, or delivered by any of the foregoing to, any Governmental Entity in respect of the transactions contemplated hereby.
(e) The Company shall engage a proxy solicitor reasonably acceptable to Parent to assist the Company in obtaining the approval of the Company’s shareholders of this Agreement and the transactions contemplated hereby.
Appears in 2 contracts
Sources: Merger Agreement (Somerset Hills Bancorp), Merger Agreement (Lakeland Bancorp Inc)
Regulatory Matters. (a) Purchaser The Acquiror shall prepare and each Seller shall (i) take, or cause file with the SEC a registration statement on Form S-4 covering the Acquiror Common Stock to be taken, all actions necessary or proper to comply with all legal requirements which may be imposed on such party with respect issued pursuant to the transactions contemplated herebyPlan of Merger (the "Registration Statement"), including, without limitation, obtaining any third party consent and the Company shall give to Acquiror all information concerning the Company which may be is required to be obtained for inclusion in the Registration Statement. The Registration Statement shall include a Proxy Statement/Prospectus for use in connection with the transactions contemplated hereby and (ii) obtain (and cooperate Shareholders Meeting, all in accordance with the other party rules and regulations of the SEC. Each of Acquiror and the Company shall use its best efforts to obtain) any consenthave the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, authorization, order and the Company shall thereafter mail the Proxy Statement/Prospectus to its shareholders. Acquiror shall use its best efforts to obtain all necessary state securities law or approval of, or any exemption by, any Governmental Entity which is "Blue Sky" permits and approvals required or advisable to be obtained by Sellers or Purchaser, respectively, in connection with carry out the transactions contemplated by this Agreement. , and the Company shall furnish all information concerning the Company and the holders of Company Common Stock as may be requested in connection with any such action.
(b) The Acquiror shall promptly prepare and submit all applications, notices and statements with the appropriate regulatory agencies and governmental entities to obtain the Requisite Regulatory Approvals (as defined in Section 7.1) for approval of the transactions contemplated by this Agreement.
(c) The parties hereto shall cooperate with each other and use their reasonable best efforts to promptly prepare and file all necessary documentation, and to effect all applications, notices, petitions and filings (includingfilings, if required, notification under the HSR Act), to and obtain as promptly as practicable all Requisite Regulatory Approvals, permits, consents, approvals and authorizations of all third parties parties, regulatory agencies and Governmental Entities governmental entities which are necessary or advisable to consummate the transactions contemplated by this Agreement. Purchaser The Company and Sellers Acquiror shall have the right to review in advance andadvance, and to the extent practicable, practicable each will consult the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to Sellers, the Company or PurchaserAcquiror, as the case may be, and any of their respective Subsidiariessubsidiaries, which appear in any filing made with, or written materials submitted to, any third party party, regulatory agency or any Governmental Entity governmental entity in connection with the transactions contemplated by this Agreement; provided, however, that nothing contained herein shall be deemed to provide either party with a right to review any information provided to any regulatory agency or governmental entity on a 37 44 confidential basis in connection with the transactions contemplated hereby. For purposes of this Section 6.1(a)In exercising the foregoing right, in taking each of the foregoing actions each party parties hereto shall be required only to use commercially reasonable efforts (it being understood that Section 6.5 shall (i) supersede this Section 6.1 act reasonably and (ii) apply with respect to all consents necessary under management, advisory, sub-advisory and similar contracts of Company and Company Subsidiary)as promptly as practicable.
(bd) Purchaser Acquiror and Sellers the Company shall, upon request, furnish each other with all information concerning Purchaserthemselves, Sellers, Company and their respective Subsidiariessubsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Registration Statement or any other statement, filing, notice or application made by or on behalf of PurchaserAcquiror, Sellers, the Company or any of their respective Subsidiaries subsidiaries to any Governmental Entity regulatory agency or governmental entity in connection with the Merger and the other transactions contemplated by this Agreement.
(e) The Acquiror and the Company shall promptly advise each other upon receiving any communication from any regulatory agency or governmental entity whose consent or approval is required for consummation of the transactions contemplated by this Agreement which causes such party to believe that there is a reasonable likelihood that the Requisite Regulatory Approval (as defined in Section 7.1) will not be obtained or the receipt of any such approval will be materially delayed.
Appears in 2 contracts
Sources: Merger Agreement (First Federal Capital Corp), Merger Agreement (First Federal Capital Corp)
Regulatory Matters. (a) Purchaser Promptly after the date of this Agreement, ▇▇▇▇▇▇▇ and each Seller Sterling shall prepare and file with the SEC the Joint Proxy Statement and ▇▇▇▇▇▇▇ shall prepare and file with the SEC the S-4, in which the Joint Proxy Statement will be included as a prospectus. The parties shall use reasonable best efforts to make such filings within thirty (i30) takebusiness days of the date of this Agreement. The S-4 shall also, or cause to be taken, all actions necessary or proper to comply with all legal requirements which may be imposed on such party with respect to the transactions contemplated herebyextent required under the Securities Act and the regulations promulgated thereunder, includingregister the shares of New ▇▇▇▇▇▇▇ Preferred Stock (or depositary shares in lieu thereof) that will be issued in the transaction. Each of ▇▇▇▇▇▇▇ and Sterling shall use its reasonable best efforts to have the S-4 declared effective under the Securities Act as promptly as practicable after such filings, without limitation, obtaining any third party consent which may be and ▇▇▇▇▇▇▇ and Sterling shall thereafter mail or deliver the Joint Proxy Statement to their respective stockholders. ▇▇▇▇▇▇▇ shall also use its reasonable best efforts to obtain all necessary state securities law or “Blue Sky” permits and approvals required to be obtained in connection with the transactions contemplated hereby and (ii) obtain (and cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity which is required or advisable to be obtained by Sellers or Purchaser, respectively, in connection with carry out the transactions contemplated by this Agreement. , and Sterling shall furnish all information concerning Sterling and the holders of Sterling Common Stock and Sterling Series A Preferred Stock as may be reasonably requested in connection with any such action.
(b) The parties hereto shall cooperate with each other and use their reasonable best efforts to promptly prepare and file all necessary documentation, and to effect all applications, notices, petitions and filings (includingand in the case of applications, if requirednotices, notification under petitions and filings in respect of the HSR ActRequisite Regulatory Approvals, use their reasonable best efforts to make such filings within thirty (30) business days of the date of this Agreement), to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this AgreementAgreement (including the Merger and the Bank Merger), and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such Governmental Entities. Purchaser ▇▇▇▇▇▇▇ and Sellers Sterling shall have the right to review in advance advance, and, to the extent practicable, each will consult the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to Sellers, Company Sterling or Purchaser▇▇▇▇▇▇▇, as the case may be, and any of their respective Subsidiaries, which appear appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. For purposes of this Section 6.1(a)In exercising the foregoing right, in taking each of the foregoing actions parties hereto shall act reasonably and as promptly as practicable. The parties hereto agree that they will consult with each party shall be required only to use commercially reasonable efforts (it being understood that Section 6.5 shall (i) supersede this Section 6.1 and (ii) apply other with respect to the obtaining of all consents permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary under management, advisory, sub-advisory or advisable to consummate the transactions contemplated by this Agreement and similar contracts each party will keep the other apprised of Company and Company Subsidiary).
(b) Purchaser and Sellers shall, upon request, furnish each the status of matters relating to completion of the transactions contemplated hereby. Each party shall consult with the other in advance of any meeting or conference with all information concerning Purchaser, Sellers, Company and their respective Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary in connection with any statement, filing, notice or application made by or on behalf of Purchaser, Sellers, Company or any of their respective Subsidiaries to any Governmental Entity in connection with the transactions contemplated by this Agreement and to the extent permitted by such Governmental Entity, give the other party and/or its counsel the opportunity to attend and participate in such meetings and conferences, in each case subject to applicable law. As used in this Agreement, “Requisite Regulatory Approvals” means all regulatory authorizations, consents, orders or approvals (and the expiration or termination of all statutory waiting periods in respect thereof) (x) from the Federal Reserve Board and the OCC and (y) set forth in Sections 3.4 and 4.4 that are necessary to consummate the transactions contemplated by this Agreement, including the Merger and the Bank Merger, or those the failure of which to be obtained would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Surviving Corporation.
Appears in 2 contracts
Sources: Merger Agreement (Webster Financial Corp), Merger Agreement (Webster Financial Corp)
Regulatory Matters. (a) Purchaser 15.1 DakoCytomation shall obtain the relevant marketing licenses and each Seller shall (i) take, or cause fulfill any regulatory registration requirements for the Products to be takenmarketed and sold by DakoCytomation in the European Union (“EU”) and all countries other than the United States (collectively, “ROW”).
15.2 For the ROW, DakoCytomation shall determine, in consultation with Clarient, for which countries DakoCytomation shall seek marketing licenses and product registration.
15.3 For the ROW, all actions necessary product registrations shall be made in DakoCytomation’s name and DakoCytomation shall either serve as or proper to comply with all legal requirements which may be imposed on retain a third party, as appropriate in each such party with respect to the transactions contemplated herebycountry, including, without limitation, obtaining any third party consent which may be required to be obtained the Authorized Representative (as defined in the IVD Directive).
15.4 For the ROW, DakoCytomation shall pay all registration fees and DakoCytomation’s own costs in connection with obtaining marketing licenses and fulfilling registration requirements in each country.
15.5 In the transactions contemplated hereby and (ii) obtain (and cooperate with the other party to obtain) event of any consent, authorization, order termination or approval of, or any exemption by, any Governmental Entity which is required or advisable to be obtained by Sellers or Purchaser, respectively, in connection with the transactions contemplated by expiration of this Agreement. The parties hereto , DakoCytomation shall cooperate with each other and promptly prepare and file all necessary documentation, and to effect all applications, notices, petitions and filings (including, if required, notification under the HSR Act), to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this Agreement. Purchaser and Sellers shall have the right to review in advance and, to the extent practicable, each will consult the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to Sellers, Company or Purchaser, as the case may be, and any of their respective Subsidiaries, which appear in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. For purposes of this Section 6.1(a), in taking each of the foregoing actions each party shall be required only to use commercially reasonable efforts (it being understood that Section 6.5 to secure the transfer of all applicable registrations and licenses issued to DakoCytomation or its agents under this Article 15 to Clarient. In the event of termination of this Agreement due to DakoCytomation’s breach, DakoCytomation shall (i) supersede this Section 6.1 pay any reasonable costs and (ii) apply fees associated with respect the transfer of such registrations and licenses to all consents necessary under management, advisory, sub-advisory and similar contracts of Company and Company Subsidiary)Clarient.
15.6 Clarient shall make whatever information Clarient is holding of relevance to DakoCytomation’s obtaining of relevant marketing licenses and/or fulfillment of regulatory registration requirements available to DakoCytomation or its Designated Representative upon demand in a timely manner at Clarient’s cost.
15.7 ▇▇▇▇▇▇ ▇▇▇▇▇ ▇ of the Agreement, Clarient shall maintain FDA approvals and/or clearances necessary to market and sell the Products as an in-vitro diagnostic device in the United States. All such registrations shall be in Clarient’s name and shall be at Clarient’s cost. At the completion of Phase 1 of the Agreement, the Parties will mutually agree in writing whether the applicable registrations and licenses issued to Clarient or its agents under this article shall be transferred to DakoCytomation and the conditions for such transfer. For Phase 2 of this Agreement, the Parties shall mutually agree on the Party to be responsible for the registration of the Products for in vitro diagnostic use with FDA in the United States. The agreed upon terms for the ACIS III Products shall be set forth in a written Amendment to this Agreement, signed by duly authorized representatives of the Parties.
15.8 For purposes of regulatory compliance, Clarient shall allow representatives of DakoCytomation or its Designated Party to audit its facilities, quality systems and records related to the manufacture of Products once per Contract Year, (bor more frequently as required by applicable law or regulation) Purchaser and Sellers shall, upon 30 days prior written notification to Clarient. Upon DakoCytomation’s written request, furnish in the event of a time sensitive audit DakoCytomation will provide Clarient seventy-two (72) hour written notification.
15.9 In the ROW, DakoCytomation shall prepare, maintain and distribute Material Safety Data Sheets for the Products. In the United States, Clarient shall prepare, maintain and provide such Material Safety Data Sheets to DakoCytomation for any Clarient Product that requires this documentation. Clarient shall provide DakoCytomation or its Designated Representative with information necessary for the preparation of such Material Safety Data Sheets.
15.10 DakoCytomation shall be responsible for all market surveillance activities, including reporting substantial changes to Product Specifications and quality systems, reporting Serious Incidents, handling complaints and customer notifications, and conducting product recalls or removals issued by authorities or mutually agreed upon by the Parties. If Clarient becomes aware of potential Serious Incidents, customer complaints or other information relevant to market surveillance activities, or the Product it shall provide this information to DakoCytomation promptly. If DakoCytomation becomes aware of potential Serious Incidents customer complaints or other information relevant to market surveillance activities, or the Product it shall provide this information to Clarient promptly.
15.11 Notwithstanding the provision in article 15.10, during Phase 1 of the Agreement, Clarient shall be responsible for all market surveillance activities in the United States and Canada, including, the reporting requirements of FDA. If DakoCytomation becomes aware of information relevant to market surveillance activities, including without limitation, Adverse Events or customer complaints, it shall immediately notify Clarient. If Clarient receives a customer complaint regarding the Products or the Products are subject to a product recall in the United States, Clarient shall investigate such customer complaint or product recall. DakoCytomation shall assist Clarient as necessary in implementing any corrective action required, including without limitation, providing Clarient with a copy of its or its Affiliate or subdistributor’s customer list for Products. DakoCytomation shall further assist Clarient in the notification, if any, to such customers related to such customer complaints and/or product recalls.
15.12 The Parties shall use commercially reasonable efforts to provide each other with all the information concerning Purchaser, Sellers, Company required to obtain and their respective Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary maintain CE marking in connection with any statement, filing, notice or application made by or on behalf of Purchaser, Sellers, Company or any of their respective Subsidiaries to any Governmental Entity in connection accordance with the transactions contemplated IVD Directive or other requirements enforced by this Agreementa notified body or governmental authority. The other party shall use commercially reasonable efforts to provide such information to the other Party’s custody within ten Business Days upon the other Party’s written request.
Appears in 2 contracts
Sources: Distribution Agreement (Chromavision Medical Systems Inc), Distribution Agreement (Clarient, Inc)
Regulatory Matters. (a) Purchaser Seller and Buyer shall promptly prepare, and Buyer shall file with the SEC, the S-4, in which the Proxy Statement will be included as a prospectus. The parties shall cooperate with each other and use reasonable best efforts to make such filing within forty-five (45) days of the date of this Agreement. Each of Buyer and Seller shall (i) take, or cause use its reasonable best efforts to be taken, all actions have the S-4 declared effective under the Securities Act as promptly as practicable after such filing and to keep the S-4 effective for so long as necessary or proper to comply with all legal requirements which may be imposed on such party with respect to the transactions contemplated hereby, including, without limitation, obtaining any third party consent which may be required to be obtained in connection with the transactions contemplated hereby and (ii) obtain (and cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity which is required or advisable to be obtained by Sellers or Purchaser, respectively, in connection with consummate the transactions contemplated by this Agreement, and Seller shall thereafter as promptly as practicable mail or deliver the Proxy Statement to its stockholders. Buyer shall also use its reasonable best efforts to obtain all necessary state securities law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and Seller shall furnish all information concerning Seller and the holders of Seller Common Stock as may be reasonably requested in connection with any such action.
(b) The parties hereto shall cooperate with each other and use their reasonable best efforts to promptly prepare and file all necessary documentation, and to effect all applications, notices, petitions and filings (includingand in the case of applications, if requirednotices, notification under petitions and filings in respect of the HSR ActRequisite Regulatory Approvals, use their reasonable best efforts to make such filings within forty-five (45) days of the date of this Agreement), to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this AgreementAgreement (including the Merger and the Bank Merger), and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such Governmental Entities. Purchaser Buyer and Sellers Seller shall have the right to review in advance advance, and, to the extent practicable, each will consult the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to Sellers, Company or PurchaserBuyer and Seller, as the case may be, and any of their respective Subsidiaries, which appear appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. For purposes of this Section 6.1(a)In exercising the foregoing right, in taking each of the foregoing actions parties hereto shall act reasonably and as promptly as practicable. The parties hereto agree that they will consult with each party shall be required only to use commercially reasonable efforts (it being understood that Section 6.5 shall (i) supersede this Section 6.1 and (ii) apply other with respect to the obtaining of all consents permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary under management, advisory, sub-advisory and similar contracts of Company and Company Subsidiary).
(b) Purchaser and Sellers shall, upon request, furnish each other with all information concerning Purchaser, Sellers, Company and their respective Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary in connection with any statement, filing, notice or application made by or on behalf of Purchaser, Sellers, Company or any of their respective Subsidiaries advisable to any Governmental Entity in connection with consummate the transactions contemplated by this Agreement.Agreement and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated hereby. Each party shall consult with the other in
Appears in 2 contracts
Sources: Merger Agreement (BankFinancial CORP), Merger Agreement (BankFinancial CORP)
Regulatory Matters. (a) Purchaser Acquiror and each Seller the Company shall (i) take, or cooperate in preparing and promptly cause to be takenfiled with the SEC the Proxy Statement/Prospectus, all actions and Acquiror shall cooperate in preparing and promptly cause to be filed with the SEC the Form S-4. Each of Acquiror and the Company shall use reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing and to keep the Form S-4 effective as long as is necessary to consummate the Merger and the other transactions contemplated hereby, and the Company shall mail or proper deliver the Proxy Statement/Prospectus to comply its stockholders as promptly as practicable after the Form S-4 is declared effective. Acquiror and the Company shall, as promptly as practicable after receipt thereof, provide the other party with all legal requirements which may be imposed on such copies of any written comments and advise the other party of any oral comments with respect to the transactions contemplated hereby, including, without limitation, obtaining any third Proxy Statement/Prospectus or the Form S-4 received from the SEC. Each party consent which may be required to be obtained in connection with the transactions contemplated hereby shall cooperate and (ii) obtain (and cooperate with provide the other party with a reasonable opportunity to obtain) review and comment on any consent, authorization, order amendment or approval of, or any exemption by, any Governmental Entity which is required or advisable supplement to be obtained by Sellers or Purchaser, respectively, in connection the Proxy Statement/Prospectus and the Form S-4 prior to filing such with the transactions contemplated by SEC.
(b) Subject to the other provisions of this Agreement. The parties hereto shall , Acquiror and the Company agree to cooperate with each other and use reasonable best efforts to promptly prepare and file all necessary documentation, and to effect all applications, notices, petitions and filings (including, if required, notification under the HSR Act)filings, to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this AgreementAgreement (including the Merger) and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such third parties and Governmental Entities, including by filing a Notification and Report Form pursuant to the HSR Act, and supplying as promptly as reasonably practicable any additional information and documents requested pursuant to the HSR Act. Purchaser and Sellers Without limiting the foregoing, the Company shall have the right to review in advance and, and be consulted on any notice provided to the extent practicable, each will consult the other on, in each case subject to applicable laws relating to the exchange Office of information, all the information relating to Sellers, Company or Purchaser, as the case may be, and any of their respective Subsidiaries, which appear in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated Thrift Supervision by this Agreement. For purposes of this Section 6.1(a), in taking each of the foregoing actions each party shall be required only to use commercially reasonable efforts (it being understood that Section 6.5 shall (i) supersede this Section 6.1 and (ii) apply Acquiror with respect to all consents necessary under management, advisory, sub-advisory the Merger and similar contracts the other transactions contemplated hereby. Acquiror shall promptly notify the Company of Company and Company Subsidiary)any material communications with the Office of Thrift Supervision relating to such notice.
(bc) Purchaser Acquiror and Sellers the Company shall, upon request, furnish each other with all information concerning Purchaserthemselves, Sellers, Company and their respective Subsidiaries, directors, officers and shareholders stockholders and such other matters as may be reasonably necessary or advisable in connection with the preparation of the Proxy Statement/Prospectus, the Form S-4 or any other statement, filing, notice or application made by or on behalf of PurchaserAcquiror, Sellers, the Company or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. Acquiror and the Company shall make any necessary filings with respect to the Merger under the Securities Act and the Exchange Act and the rules and regulations thereunder.
(d) Acquiror and the Company shall promptly advise each other upon receiving any communication from any Governmental Entity whose consent or approval is required for consummation of the transactions contemplated by this Agreement which causes such party to believe that there is a reasonable likelihood that any Requisite Regulatory Approval will not be obtained or that the receipt of any such approval will be materially delayed or conditioned.
Appears in 2 contracts
Sources: Merger Agreement (People's United Financial, Inc.), Merger Agreement (Financial Federal Corp)
Regulatory Matters. (a) Purchaser Fifth Third and each Seller First Charter shall (i) takepromptly prepare and file with the SEC the Form S-4, in which the Proxy Statement will be included as a prospectus. Each of Fifth Third and First Charter shall use its reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing, and First Charter shall thereafter mail or cause deliver the Proxy Statement to be taken, its shareholders. Fifth Third shall also use its reasonable best efforts to obtain all actions necessary state securities law or proper to comply with all legal requirements which may be imposed on such party with respect to the transactions contemplated hereby, including, without limitation, obtaining any third party consent which may be “Blue Sky” permits and approvals required to be obtained in connection with the transactions contemplated hereby and (ii) obtain (and cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity which is required or advisable to be obtained by Sellers or Purchaser, respectively, in connection with carry out the transactions contemplated by this Agreement. , and First Charter shall furnish all information concerning First Charter and the holders of First Charter Common Stock as may be reasonably requested in connection with any such action.
(b) The parties hereto shall cooperate with each other and use their respective reasonable best efforts to promptly prepare and file all necessary documentation, and to effect all applications, notices, petitions and filings (including, if required, notification under the HSR Act)filings, to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which that are necessary or advisable to consummate the transactions contemplated by this AgreementAgreement (including the Merger), and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such third parties or Governmental Entities. Purchaser First Charter and Sellers Fifth Third shall have the right to review in advance advance, and, to the extent practicable, each will consult the other on, in each case subject to applicable laws relating to the exchange confidentiality of information, all the information relating to Sellers, Company First Charter or PurchaserFifth Third, as the case may be, and any of their respective Subsidiaries, which appear that appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. For purposes of this Section 6.1(a)In exercising the foregoing right, in taking each of the foregoing actions parties shall act reasonably and as promptly as practicable. The parties shall consult with each party shall be required only to use commercially reasonable efforts (it being understood that Section 6.5 shall (i) supersede this Section 6.1 and (ii) apply other with respect to the obtaining of all consents permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary under managementor advisable to consummate the transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated by this Agreement. Notwithstanding the foregoing, advisorynothing contained herein shall be deemed to require Fifth Third to take any action, sub-advisory or commit to take any action, or agree to any condition or restriction, in connection with obtaining the foregoing permits, consents, approvals and similar contracts authorizations of Company and Company Subsidiarythird parties or Governmental Entities, that would reasonably be expected to have a Material Adverse Effect (measured on a scale relative to First Charter) on Fifth Third, First Charter or the Surviving Corporation (a “Materially Burdensome Regulatory Condition”).
(bc) Purchaser Each of Fifth Third and Sellers First Charter shall, upon request, furnish each to the other with all information concerning Purchaseritself, Sellers, Company and their respective its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement, the Form S-4 or any other statement, filing, notice or application made by or on behalf of PurchaserFifth Third, Sellers, Company First Charter or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement.
(d) Each of Fifth Third and First Charter shall promptly advise the other upon receiving any communication from any Governmental Entity the consent or approval of which is required for consummation of the transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that any Fifth Third Requisite Regulatory Approval or First Charter Requisite Regulatory Approval, respectively, will not be obtained or that the receipt of any such approval may be materially delayed.
Appears in 2 contracts
Sources: Agreement and Plan of Merger (First Charter Corp /Nc/), Merger Agreement (First Charter Corp /Nc/)
Regulatory Matters. (a) Purchaser Acquiror and each Seller the Company shall (i) take, or cooperate in preparing and promptly cause to be takenfiled with the SEC the Proxy Statement/Prospectus and the Form S-4. Each of Acquiror and the Company shall use reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing and to keep the Form S-4 effective as long as is necessary to consummate the Merger and the other transactions contemplated by this Agreement and the Voting Agreement, all actions necessary and the Company shall mail or proper deliver the Proxy Statement/Prospectus to comply its stockholders as promptly as practicable after the Form S-4 is declared effective. Acquiror and the Company shall, as promptly as practicable after receipt thereof, provide the other party with all legal requirements which may be imposed on such copies of any written comments and advise the other party of any oral comments with respect to the transactions contemplated hereby, including, without limitation, obtaining any third Proxy Statement/Prospectus or the Form S-4 received from the SEC. Each party consent which may be required to be obtained in connection with the transactions contemplated hereby shall cooperate and (ii) obtain (and cooperate with provide the other party with a reasonable opportunity to obtain) review and comment on any consent, authorization, order amendment or approval of, or any exemption by, any Governmental Entity which is required or advisable supplement to be obtained by Sellers or Purchaser, respectively, in connection the Proxy Statement/Prospectus and the Form S-4 prior to filing such with the transactions contemplated by SEC.
(b) Subject to the other provisions of this Agreement. The parties hereto shall , Acquiror and the Company agree to cooperate with each other and use reasonable best efforts to promptly prepare and file all necessary documentation, and to effect all applications, notices, petitions and filings (includingfilings, if required, notification under the HSR Act), and to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this Agreement. Purchaser Agreement and Sellers shall have the right Voting Agreement (including the Merger) and to review in advance and, to the extent practicable, each will consult the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to Sellers, Company or Purchaser, as the case may be, and any of their respective Subsidiaries, which appear in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection comply with the transactions contemplated by this Agreement. For purposes terms and conditions of this Section 6.1(a)all such permits, in taking each consents, approvals and authorizations of the foregoing actions each party shall be required only to use commercially reasonable efforts (it being understood that Section 6.5 shall (i) supersede this Section 6.1 all such third parties and (ii) apply with respect to all consents necessary under management, advisory, sub-advisory and similar contracts of Company and Company Subsidiary)Governmental Entities.
(bc) Purchaser Acquiror and Sellers the Company shall, upon request, furnish each other with all information concerning Purchaserthemselves, Sellers, Company and their respective Subsidiaries, directors, officers and shareholders stockholders and such other matters as may be reasonably necessary or advisable in connection with the preparation of the Proxy Statement/Prospectus, the Form S-4 or any other statement, filing, notice or application made by or on behalf of PurchaserAcquiror, Sellers, the Company or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement and the Voting Agreement. Acquiror and the Company shall make any necessary filings with respect to the Merger under the Securities Act, the Exchange Act and the Advisers Act and the rules and regulations thereunder.
(d) Acquiror and the Company shall promptly advise each other upon receiving any communication from any Governmental Entity whose consent or approval is required for consummation of the transactions contemplated by this Agreement and the Voting Agreement which causes such party to believe that there is a reasonable likelihood that any Requisite Regulatory Approval will not be obtained or that the receipt of any such approval will be materially delayed or conditioned.
Appears in 2 contracts
Sources: Merger Agreement (Schwab Charles Corp), Merger Agreement (optionsXpress Holdings, Inc.)
Regulatory Matters. (a) Purchaser Buyer shall promptly prepare and each file with the SEC the Form S-4. Buyer shall use its reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. Seller shall (i) take, promptly prepare and thereafter mail or cause deliver the Proxy Statement to be taken, its shareholders. Buyer shall also use its reasonable best efforts to obtain all actions necessary state securities law or proper to comply with all legal requirements which may be imposed on such party with respect to the transactions contemplated hereby, including, without limitation, obtaining any third party consent which may be “Blue Sky” permits and approvals required to be obtained in connection with the transactions contemplated hereby and (ii) obtain (and cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity which is required or advisable to be obtained by Sellers or Purchaser, respectively, in connection with carry out the transactions contemplated by this Agreement. , and Seller shall furnish all information concerning Seller and the holders of Seller Common Stock as may be reasonably requested in connection with any such action.
(b) The parties hereto Parties shall cooperate with each other and use their respective reasonable best efforts to promptly prepare and file all necessary documentation, and to effect all applications, notices, petitions and filings (including, if required, notification under the HSR Act)filings, to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which that are necessary or advisable to consummate the transactions contemplated by this AgreementAgreement (including the Merger), and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such third parties or Governmental Entities. Purchaser Seller, Buyer and Sellers Buyer Bank shall have the right to review in advance advance, and, to the extent practicable, each will consult the other on, in each case subject to applicable laws relating to the exchange confidentiality of information, all the information relating to SellersSeller, Company Buyer or PurchaserBuyer Bank, as the case may be, and any of their respective Subsidiaries, which appear that appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. For purposes of this Section 6.1(a)In exercising the foregoing right, in taking each of the foregoing actions Parties shall act reasonably and as promptly as practicable. The Parties shall consult with each party shall be required only to use commercially reasonable efforts (it being understood that Section 6.5 shall (i) supersede this Section 6.1 and (ii) apply other with respect to the obtaining of all consents permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary under managementor advisable to consummate the transactions contemplated by this Agreement and each Party will keep the other apprised of the status of matters relating to completion of the transactions contemplated by this Agreement. Notwithstanding the foregoing, advisorynothing contained herein shall be deemed to require Buyer to take any action, sub-advisory or commit to take any action, or agree to any condition or restriction, in connection with obtaining the foregoing permits, consents, approvals and similar contracts authorizations of Company and Company Subsidiarythird parties or Governmental Entities, that would reasonably be expected to have a Material Adverse Effect (measured on a scale relative to Seller) on either Buyer or Seller (a “Materially Burdensome Regulatory Condition”).
(bc) Purchaser Each of Buyer and Sellers Seller shall, upon request, furnish each to the other with all information concerning Purchaseritself, Sellers, Company and their respective its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement, the Form S-4 or any other statement, filing, notice or application made by or on behalf of PurchaserBuyer, Sellers, Company Seller or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement.
(d) Each of Buyer, Buyer Bank and Seller shall promptly advise the other upon receiving any communication from any Governmental Entity the consent or approval of which is required for consummation of the transactions contemplated by this Agreement that causes such Party to believe that there is a reasonable likelihood that any Buyer Requisite Regulatory Approval or Seller Requisite Regulatory Approval, respectively, will not be obtained or that the receipt of any such approval may be materially delayed.
Appears in 2 contracts
Sources: Merger Agreement (BNC Bancorp), Merger Agreement (BNC Bancorp)
Regulatory Matters. (a) Purchaser Saratoga and each Seller SJNB shall (i) takepromptly prepare and file with the SEC a Proxy Statement, and SJNB shall promptly prepare and file with the SEC the S-4, in which the Proxy Statement will be included as a prospectus, and one or cause more registration statements or amendments to be taken, all actions necessary or proper existing registration statements under the Securities Act for the purpose of registering the maximum number of shares of SJNB Common Stock to comply with all legal requirements which the option holders of Saratoga may be imposed on entitled pursuant to Section 2.6 at or after the Effective Time. Each of SJNB and Saratoga shall use all reasonable efforts to have the S-4 declared effective under the Securities Act as promptly as practicable after such party with respect filing, and Saratoga and SJNB shall thereafter promptly mail the Proxy Statement to the transactions contemplated hereby, including, without limitation, obtaining any third party consent which may be required to be obtained in connection with the transactions contemplated hereby and their respective shareholders.
(iib) obtain (and cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity which is required or advisable to be obtained by Sellers or Purchaser, respectively, in connection with the transactions contemplated by this Agreement. The parties hereto shall cooperate with each other and use their reasonable best efforts to promptly prepare and file all necessary documentation, and to effect all applications, notices, petitions and filings (including, if required, notification under the HSR Act)filings, to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this AgreementAgreement and the other Transaction Agreements (including without limitation the Merger and the Bank Merger). Purchaser SJNB and Sellers Saratoga shall have the right to review in advance and, and to the extent practicable, practicable each will consult the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to Sellers, Company Saratoga or PurchaserSJNB, as the case may be, and any of their respective Subsidiaries, Subsidiaries which appear appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. For purposes of this Section 6.1(a)In exercising the foregoing right, in taking each of the foregoing actions parties hereto shall act reasonably and as promptly as practicable. The parties hereto agree that they will consult with each party shall be required only to use commercially reasonable efforts (it being understood that Section 6.5 shall (i) supersede this Section 6.1 and (ii) apply other with respect to the obtaining of all consents permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary under management, advisory, sub-advisory or advisable to consummate the transactions contemplated by this Agreement (including without limitation the Merger) and similar contracts each party will keep the other apprised of Company and Company Subsidiary)the status of matters relating to completion of the transactions contemplated herein.
(bc) Purchaser SJNB and Sellers Saratoga shall, upon request, furnish each other with all information concerning Purchaserthemselves, Sellers, Company and their respective Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement, the S-4 or any other statement, filing, notice or application made by or on behalf of PurchaserSJNB, Sellers, Company Saratoga or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement.
(d) SJNB and Saratoga shall promptly advise each other upon receiving any communication from any Governmental Entity whose consent or approval is required for consummation of the transactions contemplated by this Agreement which causes such party to believe that there is a reasonable likelihood that any Requisite Regulatory Approval (as defined in Section 6.1(b)) will not be obtained or that the receipt of any such approval will be materially delayed.
Appears in 2 contracts
Sources: Merger Agreement (SJNB Financial Corp), Merger Agreement (Saratoga Bancorp)
Regulatory Matters. (a) Purchaser The Company and each Seller Parent, as appropriate, shall (i) take, or cause to be taken, promptly prepare and file all actions necessary or proper to comply with all legal requirements which may be imposed on such party requisite notices and applications with respect to the transactions contemplated herebyAmalgamation with any applicable local, includingstate, without limitationfederal or foreign Regulatory Agency or under any other applicable laws or regulations.
(b) Subject to the proviso to the first sentence of Section 6.7, obtaining any third party consent which may be required to be obtained in connection with the transactions contemplated hereby and (ii) obtain (and cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity which is required or advisable to be obtained by Sellers or Purchaser, respectively, in connection with the transactions contemplated by this Agreement. The parties hereto shall cooperate with each other and use reasonable endeavours to promptly prepare and file all necessary documentationdocumentation (including the Amalgamation Agreement), and to effect all applications, notices, petitions and filings (including, if required, notification under the HSR Act)filings, to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this AgreementAgreement (including, without limitation, the Amalgamation), and to comply fully with the terms and conditions of all such permits, consents, approvals and authorizations of all such Governmental Entities. Purchaser Parent and Sellers shall have the right to review in advance andCompany shall, to the extent practicable, consult each will consult the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to Sellers, the Company or PurchaserParent, as the case may be, and any of their respective Subsidiaries, which appear in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. For purposes of this Section 6.1(a)In exercising the foregoing right, in taking each of the foregoing actions parties hereto shall act reasonably and as promptly as practicable. The parties hereto agree that they will consult with each party shall be required only to use commercially reasonable efforts (it being understood that Section 6.5 shall (i) supersede this Section 6.1 and (ii) apply other with respect to the obtaining of all consents permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary under management, advisory, sub-advisory or advisable to consummate the transactions contemplated by this Agreement and similar contracts each party will keep the other apprised of Company and Company Subsidiary)the status of matters relating to completion of the transactions contemplated herein.
(bc) Purchaser Parent and Sellers the Company shall, upon request, furnish each other with all information concerning Purchaserthemselves, Sellers, Company and their respective Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Shareholder Materials, or any other statement, filing, notice or application made by or on behalf of PurchaserParent, Sellers, the Company or any of their respective Subsidiaries to any Governmental Entity in connection with the Amalgamation and the other transactions contemplated by this Agreement.
(d) Parent and the Company shall promptly advise each other upon receiving any communication which concerns the Amalgamation from any Governmental Entity whose consent or approval is required for consummation of the transactions contemplated by this Agreement.
Appears in 2 contracts
Sources: Transaction Agreement and Plan of Amalgamation, Transaction Agreement and Plan of Amalgamation (Bank of Bermuda LTD)
Regulatory Matters. (a) Purchaser and Company shall promptly prepare and file with the SEC the Form S-4, in which the Joint Proxy Statement will be included as a prospectus. Each of Purchaser and Company shall use its reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing, and each Seller of Company and Purchaser shall (i) take, thereafter mail or cause deliver the Joint Proxy Statement to be taken, its shareholders. Purchaser shall also use its reasonable best efforts to obtain all actions necessary state securities law or proper to comply with all legal requirements which may be imposed on such party with respect to the transactions contemplated hereby, including, without limitation, obtaining any third party consent which may be “blue sky” permits and approvals required to be obtained in connection with the transactions contemplated hereby and (ii) obtain (and cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity which is required or advisable to be obtained by Sellers or Purchaser, respectively, in connection with carry out the transactions contemplated by this Agreement. , and Company shall furnish all information concerning Company and the holders of Company Common Stock as may be reasonably requested in connection with any such action.
(b) The parties hereto shall cooperate with each other and use their respective reasonable best efforts to promptly prepare and file all necessary documentation, and to effect all applications, notices, petitions and filings (including, if required, notification under the HSR Act)filings, to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which that are necessary or advisable to consummate the transactions contemplated by this Agreement (including the Merger and, if requested by Purchaser, a distribution of the shares of First Southwest Holdings, LLC and its subsidiaries to Purchaser or similar regulatory restructuring to be effected following the closing of the Merger, to the extent such distribution or similar restructuring would not reasonably be expected to present a material risk that the Closing Date will be materially delayed or that the Requisite Regulatory Approvals will be more difficult to obtain) as soon as possible, and in any event no later than December 31, 2012, to the extent reasonably practicable, and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such third parties or Governmental Entities; provided, however, that Purchaser shall file an application under Section 3 of the BHC Act with the Federal Reserve no later than twenty (20) business days following the date of this Agreement. Company and Purchaser and Sellers shall have the right to review in advance advance, and, to the extent practicable, each will consult the other on, in each case subject to applicable laws relating to the exchange of informationlaws, all the non-confidential information relating to Sellers, Company or PurchaserPurchaser (excluding any confidential financial information relating to individuals), as the case may be, and any of their respective Subsidiaries, which that appear in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. For purposes of this Section 6.1(a)In exercising the foregoing right, in taking each of the foregoing actions parties shall act reasonably and as promptly as practicable. The parties shall consult with each party shall be required only to use commercially reasonable efforts (it being understood that Section 6.5 shall (i) supersede this Section 6.1 and (ii) apply other with respect to the obtaining of all consents permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary under managementor advisable to consummate the transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated by this Agreement. Each party shall consult with the other in advance of any meeting or conference with any Governmental Entity in connection with the transactions contemplated by this Agreement and to the extent permitted by such Governmental Entity, advisory, sub-advisory give the other party and/or its counsel the opportunity to attend and similar contracts of Company participate in such meetings and Company Subsidiary)conferences.
(bc) Each of Purchaser and Sellers Company shall, upon request, furnish each to the other with all information concerning Purchaseritself, Sellers, Company and their respective its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Joint Proxy Statement, the Form S-4 or any other statement, filing, notice or application made by or on behalf of Purchaser, Sellers, Company or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. Each of Purchaser and Company agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (i) the Form S-4 will, at the time the Form S-4 and each amendment or supplement thereto, if any, becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) the Joint Proxy Statement and any amendment or supplement thereto will, at the date of mailing to shareholders and at the time of Company’s meeting of its shareholders to consider and vote upon approval of this Agreement, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which such statement was made, not misleading. Each of Purchaser and Company further agrees that if it becomes aware that any information furnished by it would cause any of the statements in the Form S-4 or the Joint Proxy Statement to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading, to promptly inform the other party thereof and to take appropriate steps to correct the Form S-4 or the Joint Proxy Statement.
(d) In furtherance and not in limitation of the foregoing, each of Purchaser and Company shall use its reasonable best efforts to (i) avoid the entry of, or to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that would restrain, prevent or delay the Closing, and (ii) avoid or eliminate each and every impediment under any applicable law so as to enable the Closing to occur as soon as possible, and in any event no later than December 31, 2012 to the extent reasonably practicable, including proposing, negotiating, committing to and effecting, by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition of businesses or assets of Purchaser, Company and their respective Subsidiaries; provided, however, that nothing contained in this Agreement shall require Purchaser to take any actions specified in this Section 6.1(d) that would reasonably be expected to have a Material Adverse Effect (measured on a scale relative to Company) on Purchaser or Company.
(e) Purchaser agrees to execute and deliver, or cause to be executed and delivered, by or on behalf of the Surviving Company, at or prior to the Effective Time, one or more supplemental indentures, guarantees, and other instruments required for the due assumption of Company’s outstanding debt, guarantees, securities, and other agreements to the extent required by the terms of such debt, guarantees, securities, and other agreements.
(f) Each of Purchaser and Company shall promptly advise the other upon receiving any communication from any Governmental Entity the consent or approval of which is required for consummation of the transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that any Requisite Regulatory Approval will not be obtained or that the receipt of any such approval may be materially delayed.
Appears in 2 contracts
Sources: Merger Agreement (Hilltop Holdings Inc.), Merger Agreement (Plainscapital Corp)
Regulatory Matters. (a) Purchaser Washington Mutual and each Seller Dime shall promptly prepare and file with the SEC the Proxy Statement/Prospectus and the S-4. Each of Washington Mutual and Dime shall use reasonable best efforts to have the S-4 declared effective under the Securities Act as promptly as practicable after such filing, and Dime shall thereafter mail the Proxy Statement/ Prospectus to its stockholders.
(ib) take, Dime acknowledges that Washington Mutual desires to cause at or cause promptly following the Effective Time the merger (the "Second Merger") of Dime Savings Bank with and into one of Washington Mutual's wholly owned depository institution Subsidiaries to be taken, all actions necessary or proper to comply with all legal requirements which may be imposed on such party with respect selected by Washington Mutual.
(c) Subject to the transactions contemplated hereby, including, without limitation, obtaining any third party consent which may be required to be obtained in connection with the transactions contemplated hereby and (ii) obtain (and cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity which is required or advisable to be obtained by Sellers or Purchaser, respectively, in connection with the transactions contemplated by provisions of this Agreement. The , the parties hereto shall cooperate with each other and use reasonable best efforts to promptly prepare and file all necessary documentation, and to effect all applications, notices, petitions and filings (including, if required, notification under the HSR Act)filings, to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this Agreement. Purchaser Agreement (including without limitation the Merger and Sellers shall have the right Second Merger) and to review in advance and, to the extent practicable, each will consult the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to Sellers, Company or Purchaser, as the case may be, and any of their respective Subsidiaries, which appear in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection comply with the transactions contemplated by this Agreement. For purposes terms and conditions of this Section 6.1(a)all such permits, in taking each consents, approvals and authorizations of the foregoing actions each party shall be required only to use commercially reasonable efforts (it being understood that Section 6.5 shall (i) supersede this Section 6.1 all such third parties and (ii) apply with respect to all consents necessary under management, advisory, sub-advisory and similar contracts of Company and Company Subsidiary)Governmental Entities.
(bd) Purchaser Washington Mutual and Sellers Dime shall, upon request, furnish each other with all information concerning Purchaserthemselves, Sellers, Company and their respective Subsidiaries, directors, officers and shareholders stockholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement/Prospectus, the S-4 or any other statement, filing, notice or application made by or on behalf of PurchaserWashington Mutual, Sellers, Company Dime or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement.
(e) Washington Mutual and Dime shall promptly advise each other upon receiving any communication from any Governmental Entity whose consent or approval is required for consummation of the transactions contemplated by this Agreement which causes such party to believe that there is a reasonable likelihood that any Requisite Regulatory Approval (as defined in Section 8.1(c) below) will not be obtained or that the receipt of any such approval will be materially delayed or conditioned.
Appears in 2 contracts
Sources: Merger Agreement (Dime Bancorp Inc), Merger Agreement (Washington Mutual Inc)
Regulatory Matters. (a) Purchaser The Company and Buyer shall promptly prepare and file with the SEC Proxy Statements (the "Joint Proxy Statement") and Buyer shall promptly prepare and file with the SEC the S-4, in which the Joint Proxy Statement will be included as a prospectus. Each of the Company and Buyer shall use all reasonable efforts to have the S-4 declared effective under the Securities Act as promptly as practicable after such filing, and each Seller of the Company and Buyer shall (i) take, thereafter mail the Joint Proxy Statement to each of its respective stockholders. Buyer shall also use all reasonable efforts to obtain all necessary state securities law or cause to be taken, all actions necessary or proper to comply with all legal requirements which may be imposed on such party with respect to the transactions contemplated hereby, including, without limitation, obtaining any third party consent which may be "Blue Sky" permits and approvals required to be obtained in connection with the transactions contemplated hereby and (ii) obtain (and cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity which is required or advisable to be obtained by Sellers or Purchaser, respectively, in connection with carry out the transactions contemplated by this Agreement and the Bank Merger Agreement. , and the Company shall furnish all information concerning the Company and the holders of Company Common Stock as may be reasonably requested in connection with any such action.
(b) The parties hereto shall cooperate with each other and use their best efforts to promptly prepare and file all necessary documentation, and to effect all applications, notices, petitions and filings (includingfilings, if required, notification under the HSR Act), and to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this AgreementAgreement (including without limitation the Merger and the Subsidiary Merger) (it being understood that any amendments to the S-4 or a resolicitation of proxies as consequence of a subsequent proposed merger, stock purchase or similar acquisition by Buyer or any of its Subsidiaries shall not violate this covenant). Purchaser The Company and Sellers Buyer shall have the right to review in advance andadvance, and to the extent practicable, practicable each will consult the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to Sellers, the Company or PurchaserBuyer, as the case may be, and any of their respective Subsidiaries, which appear in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. For purposes of this Section 6.1(a)In exercising the foregoing right, in taking each of the foregoing actions parties hereto shall act reasonably and as promptly as practicable. The parties hereto agree that they will consult with each party shall be required only to use commercially reasonable efforts (it being understood that Section 6.5 shall (i) supersede this Section 6.1 and (ii) apply other with respect to the obtaining of all consents permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary under management, advisory, sub-advisory or advisable to consummate the transactions contemplated by this Agreement and similar contracts each party will keep the other apprised of Company and Company Subsidiary)the status of matters relating to completion of the transactions contemplated herein.
(bc) Purchaser Buyer and Sellers the Company shall, upon request, furnish each other with all information concerning Purchaserthemselves, Sellers, Company and their respective Subsidiaries, directors, officers and shareholders stockholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement, the S-4 or any other statement, filing, notice or application made by or on behalf of PurchaserBuyer, Sellers, the Company or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement.
(d) Buyer and the Company shall promptly furnish each other with copies of written communications received by Buyer or the Company, as the case may be, or any of their respective Subsidiaries, Affiliates or Associates (as such terms are defined in Rule 12b-2 under the Exchange Act as in effect on the date of this Agreement) from, or delivered by any of the foregoing to, any Governmental Entity in respect of the transactions contemplated hereby.
Appears in 2 contracts
Sources: Merger Agreement (First Source Bancorp Inc), Merger Agreement (Pulse Bancorp Inc)
Regulatory Matters. (a) Purchaser SYBT shall promptly prepare and each Seller shall (i) take, or cause to be taken, all actions necessary or proper to comply with all legal requirements which may be imposed on such party with respect to the transactions contemplated hereby, including, without limitation, obtaining any third party consent which may be required to be obtained in connection file with the transactions contemplated hereby and (ii) obtain (and cooperate with SEC the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity which is required or advisable to be obtained by Sellers or Purchaser, respectivelyS-4, in connection with which the Proxy Statement will be included as a prospectus. Each of SYBT and KTYB shall use its reasonable best efforts to have the S-4 declared effective under the Securities Act as promptly as practicable after filing and to keep the S-4 effective for so long as necessary to consummate the transactions contemplated by this Agreement. KTYB shall thereafter as promptly as practicable (but in no event later than 15 days after the S-4 becomes effective) mail or deliver the Proxy Statement to the shareholders of KTYB. SYBT shall also use its reasonable best efforts to obtain all necessary state securities law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and KTYB shall furnish all information concerning KTYB and the holders of KTYB Common Stock as may be reasonably requested in connection with any such action.
(b) The parties hereto shall cooperate with each other and use their reasonable best efforts to promptly prepare and file file, or cause to be prepared and filed, all necessary documentation, and to effect all applications, notices, petitions and filings (including, if required, notification under the HSR Act)filings, to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Regulatory Agencies and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this Agreement (including the Merger and the Bank Merger), and to comply with the terms and conditions of all permits, consents, approvals and authorizations of all Regulatory Agencies and Governmental Entities. Without limiting the generality of the foregoing, as soon as practicable and in no event later than 45 days after the date of this Agreement, SYBT and KTYB shall, and shall cause their respective Subsidiaries to, each prepare and file any applications, notices and filings required to be filed with any bank regulatory agency in order to obtain the Requisite Regulatory Approvals. Purchaser SYBT and Sellers KTYB shall each use, and shall each cause their applicable Subsidiaries to use, reasonable best efforts to obtain each such Requisite Regulatory Approval as promptly as reasonably practicable. SYBT and KTYB shall have the right to review in advance advance, and, to the extent practicable, each will consult the other on, in each case subject to applicable laws relating to the exchange of information, the non-confidential portions of all the information relating to Sellers, Company KTYB or PurchaserSYBT, as the case may be, and any of their respective Subsidiaries, which appear appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. For purposes of this Section 6.1(a)In exercising the foregoing right, in taking each of the foregoing actions parties shall act reasonably and as promptly as practicable. The parties hereto agree that they will consult with each party shall be required only to use commercially reasonable efforts (it being understood that Section 6.5 shall (i) supersede this Section 6.1 and (ii) apply other with respect to the obtaining of all consents permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary under managementor advisable to consummate the transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated hereby.
(c) In furtherance and not in limitation of the foregoing, advisoryeach of SYBT and KTYB shall use its reasonable best efforts to avoid the entry of, sub-advisory or to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that would restrain, prevent or delay the Closing. Notwithstanding the foregoing, nothing contained in this Agreement shall be deemed to require SYBT or KTYB to take any action, or commit to take any action, or agree to any condition or restriction that would reasonably be expected to have a Material Adverse Effect on SYBT and similar contracts of Company and Company Subsidiarythe SYBT Subsidiaries, taken as a whole, after giving effect to the Merger (a “Materially Burdensome Regulatory Condition”).
(bd) Purchaser SYBT and Sellers KTYB shall, upon request, furnish each other with all information concerning Purchaserthemselves, Sellers, Company and their respective Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement, the S-4 or any other statement, filing, notice or application made by or on behalf of PurchaserSYBT, Sellers, Company KTYB or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger, the Bank Merger and the other transactions contemplated by this Agreement.
(e) To the extent permitted by applicable law, SYBT and KTYB shall promptly advise each other upon receiving any communication from any Governmental Entity whose consent or approval is required for consummation of the transactions contemplated by this Agreement that causes the receiving party to believe that there is a reasonable likelihood that any Requisite Regulatory Approval will not be obtained or that the receipt of any Requisite Regulatory Approval will be materially delayed. As used in this Agreement, the “Requisite Regulatory Approvals” shall mean all regulatory authorizations, consents, orders or approvals from (i) the FRB, the FDIC and the KDFI, and (ii) any other approvals set forth in Sections 3.4 and 4.4 that are necessary to consummate the transactions contemplated by this Agreement, including the Merger and the Bank Merger, or those other authorizations, consents, orders or approvals the failure of which to be obtained would reasonably be expected to have a Material Adverse Effect on SYBT.
Appears in 2 contracts
Sources: Merger Agreement (Stock Yards Bancorp, Inc.), Merger Agreement (Stock Yards Bancorp, Inc.)
Regulatory Matters. (a) Purchaser and each Seller shall (i) take, or cause to be taken, all actions necessary or proper to comply with all legal requirements which may be imposed on such party with respect to the transactions contemplated hereby, including, without limitation, obtaining any third party consent which may be required to be obtained in connection with the transactions contemplated hereby and (ii) obtain (and cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity which is required or advisable to be obtained by Sellers or Purchaser, respectively, in connection with the transactions contemplated by this Agreement. The parties hereto shall cooperate with each other and use their commercially reasonable efforts to promptly prepare and file all necessary documentation, and to effect all applications, notices, petitions and filings (includingfilings, if required, notification under the HSR Act), and to obtain as promptly as practicable all permits, consents, approvals and authorizations of all [third parties and and] Governmental Entities which are necessary or advisable to consummate the Merger and the other transactions contemplated by this Agreement. Purchaser Seller and Sellers Buyer shall have the right to review in advance andadvance, and to the extent practicable, practicable each will consult the other on, in each case subject to applicable laws Laws relating to the exchange of information, all the information relating to SellersParent, Company Seller or Purchaserthe Bank, as on the case may beone hand, or Buyer or Merger Sub, on the other hand, and any of their respective SubsidiariesAffiliates, which appear appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. For purposes of this Section 6.1(a)In exercising the foregoing right, in taking each of the foregoing actions parties hereto shall act reasonably and as promptly as practicable. The parties hereto agree that they will consult with each party shall be required only to use commercially reasonable efforts (it being understood that Section 6.5 shall (i) supersede this Section 6.1 and (ii) apply other with respect to the obtaining of all consents permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary under management, advisory, sub-advisory or advisable to consummate the transactions contemplated by this Agreement and similar contracts each party will keep the other apprised of Company and Company Subsidiary)the status of matters relating to completion of the transactions contemplated herein.
(b) Purchaser Buyer and Sellers Seller shall, upon request, promptly furnish each other with all information concerning Purchaserthemselves, Sellerstheir Affiliates (including with respect to Parent, Company Seller and their respective Subsidiariesthe Bank), directors, officers and shareholders stockholders and such other matters as may be reasonably necessary or advisable in connection with any statement, filing, notice or application made by or on behalf of PurchaserBuyer, Sellers, Company Seller or any of their respective Subsidiaries Affiliates to any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement.
(c) Buyer and Seller shall promptly furnish each other with copies of written communications received by Buyer or Seller, as the case may be, or any of their respective Subsidiaries or Affiliates from, or delivered by any of the foregoing to, any Governmental Entity in respect of the transactions contemplated hereby.
Appears in 2 contracts
Sources: Merger Agreement (First State Bancorporation), Merger Agreement (First State Bancorporation)
Regulatory Matters. (a) Purchaser Each of Parent and each Seller the Company shall, and shall cause its Subsidiaries, to use its reasonable best efforts to (i) take, or cause to be taken, all actions necessary necessary, proper or proper advisable to comply promptly with all legal requirements Legal Requirements which may be imposed on such party or its Subsidiaries with respect to the Merger and the other transactions contemplated herebyby this Agreement, including, without limitation, obtaining to remove any third party consent which may be required to be obtained in connection with restraint or prohibition preventing the consummation of the Merger and the other transactions contemplated hereby by this Agreement, and, subject to the conditions set forth in Article VII, to consummate the Merger and the other transactions contemplated by this Agreement and (ii) obtain (and cooperate with the other party to obtain) any consent, authorization, order Permit, Order or approval of, or any exemption by, any Governmental Entity which is required or advisable to be obtained by Sellers Parent or Purchaserthe Company, respectively, or any of their respective Subsidiaries, in connection with the Merger and the other transactions contemplated by this Agreement. The parties hereto shall cooperate with each other and promptly prepare and file all necessary documentation, and to effect all applications, notices, petitions and filings (including, if required, including any notification under required by the HSR Act), to obtain as promptly as practicable all permitsPermits, consents, approvals and approvals, authorizations of all third parties Governmental Entities, and Governmental Entities the expiry or termination of all applicable waiting periods, which are necessary or advisable to consummate the Merger and the other transactions contemplated by this Agreement. The parties hereto agree that they will consult with each other with respect to the obtaining of all Permits and consents of all Governmental Entities, and the expiration or termination of the applicable waiting period under the HSR Act or under any other Antitrust Law, necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated herein. Each of Parent and the Company shall use its reasonable best efforts to resolve any objections that may be asserted by any Governmental Entity with respect to this Agreement, the Merger or the other transactions contemplated by this Agreement. Purchaser Subject to Section 5.3, each of Parent and Sellers the Company shall have not, and shall cause its respective Subsidiaries not to, engage in any action or transaction that would materially delay or materially impair the right ability of the Company, Parent or Merger Sub to review in advance andconsummate the Merger and the other transactions contemplated by this Agreement. Parent and the Company further covenant and agree, with respect to any threatened or pending preliminary or permanent injunction or other Order, ruling or statute, Regulation or executive order that would materially adversely affect the ability of the parties hereto to consummate the transactions contemplated by this Agreement, to use their respective reasonable best efforts to prevent the extent practicableentry, each will consult the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to Sellers, Company enactment or Purchaserpromulgation thereof, as the case may be, and including by defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of their respective Subsidiaries, which appear in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. For purposes of this Section 6.1(a), in taking each of the foregoing actions each party shall be required only to use commercially reasonable efforts (it being understood that Section 6.5 shall (i) supersede this Section 6.1 and (ii) apply with respect to all consents necessary under management, advisory, sub-advisory and similar contracts of Company and Company Subsidiary).
(b) Purchaser and Sellers shall, upon request, furnish each other with all information concerning Purchaser, Sellers, Company and their respective Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary in connection with any statement, filing, notice or application made by or on behalf of Purchaser, Sellers, Company or any of their respective Subsidiaries to any Governmental Entity in connection with the transactions contemplated by this Agreement.
(b) Each of Parent, on the one hand, and the Company, on the other hand, shall, in connection with the efforts referenced in Section 6.3(a) to obtain all requisite Permits, consents, and expirations or terminations of applicable waiting periods for the transactions contemplated by this Agreement under the HSR Act or any other Antitrust Law (i) cooperate in all respects with each other in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party; (ii) keep the other party and/or its counsel informed of any communication received by such party from, or given by such party to, the Federal Trade Commission (the “FTC”), the Antitrust Division of the Department of Justice (the “DOJ”) or any other Governmental Entity and of any communication received or given in connection with any proceeding by a private party, in each case regarding any of the transactions contemplated by this Agreement; and (iii) permit the other party and/or its counsel to review in advance any written communication intended to be given by it to, and consult with each other in advance of any meeting or conference with, the FTC, the DOJ or any such other Governmental Entity or, in connection with any proceeding by a private party, with any other Person, and to the extent not prohibited by the FTC, the DOJ or such other Governmental Entity or other Person, give the other party and/or its counsel the opportunity to attend and participate in such meetings and conferences. In exercising the foregoing rights, each of the parties hereto shall act reasonably and as promptly as practicable. For purposes of this Agreement, “Antitrust Law” means the ▇▇▇▇▇▇▇ Act, as amended, the ▇▇▇▇▇▇▇ Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, and all Laws, Orders and judicial doctrines that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or lessening of competition through merger or acquisition.
Appears in 2 contracts
Sources: Merger Agreement (Brink's Home Security Holdings, Inc.), Merger Agreement (Tyco International LTD /Ber/)
Regulatory Matters. (a) Purchaser Seller, with the cooperation of Buyer, shall promptly prepare and each file the Proxy Statement relating to the meeting of shareholders of Seller and thereafter Seller shall promptly mail to its shareholders the Proxy Statement.
(ib) take, or cause to be taken, all actions necessary or proper to comply with all legal requirements which may be imposed on such party with respect to the transactions contemplated hereby, including, without limitation, obtaining any third party consent which may be required to be obtained in connection with the transactions contemplated hereby and (ii) obtain (and cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity which is required or advisable to be obtained by Sellers or Purchaser, respectively, in connection with the transactions contemplated by this Agreement. The parties hereto Parties shall cooperate with each other and use their reasonable best efforts to promptly prepare and file within 60 days after the date hereof or as soon thereafter as is reasonably practicable, all necessary documentation, and to effect all applications, notices, petitions and filings (includingfilings, if required, notification under the HSR Act), and to obtain as promptly as practicable all permits, consents, approvals and authorizations of all Governmental Entities and third parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this AgreementTransactions. Purchaser and Sellers Each Party shall have the right to review in advance andadvance, and to the extent practicable, practicable each will consult with the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to Sellers, Company or Purchaser, as the case may be, and any of their respective Subsidiaries, which appear appears in any filing made by the other Party with, or written materials submitted toby the other Party, to any third party or any Governmental Entity in connection with the transactions contemplated by this AgreementTransactions. For purposes of this Section 6.1(a), in taking each of In exercising the foregoing actions right, each party Party shall be required only to use commercially reasonable efforts (it being understood act reasonably and as promptly as practicable. The Parties agree that Section 6.5 shall (i) supersede this Section 6.1 and (ii) apply they will consult with each other with respect to the obtaining of all consents permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary under managementor advisable to consummate the Transactions and each Party will keep the other apprised of the status of matters relating to completion of the Transactions. The Parties agree that they will use their reasonable best efforts to cause the Closing Date to occur not later than March 31, advisory, sub-advisory and similar contracts of Company and Company Subsidiary)2002.
(bc) Purchaser and Sellers Each Party shall, upon request, furnish each the other Party with all information concerning Purchaseritself, Sellers, Company and their respective its Subsidiaries, directorsdirectors and officers, officers and the shareholders of Seller and such other matters as may be reasonably necessary or advisable in connection with any statement, filing, notice or application made by or on behalf of Purchaser, Sellers, Company any Party or any of their respective its Subsidiaries to any Governmental Entity in connection with the transactions contemplated Transactions.
(d) Each Party shall promptly furnish the other Party with copies of written communications received by this Agreementit or any of its Subsidiaries from, or delivered by any of the foregoing to, any Governmental Entity in respect of the Transactions.
Appears in 2 contracts
Sources: Merger Agreement (Hudson River Bancorp Inc), Merger Agreement (Ambanc Holding Co Inc)
Regulatory Matters. (a) Purchaser Parent and each Seller Company shall (i) take, or cause to be taken, all actions necessary or proper to comply with all legal requirements which may be imposed on such party with respect to the transactions contemplated hereby, including, without limitation, obtaining any third party consent which may be required to be obtained in connection promptly prepare and file with the transactions contemplated hereby SEC, no later than sixty (60) days after of the date of this Agreement, the Joint Proxy Statement and (ii) obtain (Parent shall promptly prepare and cooperate file with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity which is required or advisable to be obtained by Sellers or Purchaser, respectivelySEC the S-4, in connection with which the Joint Proxy Statement will be included as a prospectus. Each of Parent and Company shall use their reasonable best efforts to have the S-4 declared effective under the Securities Act as promptly as practicable after such filing and to keep the S-4 effective for so long as necessary to consummate the transactions contemplated by this Agreement, and Parent and Company shall thereafter mail or deliver the Joint Proxy Statement to their respective shareholders/stockholders. Parent shall also use its reasonable best efforts to obtain all necessary state securities law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement as promptly as practicable, and Company shall furnish all information concerning Company and the holders of Company Common Stock as may be reasonably requested in connection with any such action.
(b) The parties hereto shall cooperate with each other and use their reasonable best efforts to promptly prepare and file all necessary documentation, and to effect all applications, notices, petitions and filings (including, if required, notification under the HSR Act)filings, to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this Agreement (including the Merger and the Bank Merger), and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such third parties and Governmental Entities. Without limiting the generality of the foregoing, as soon as practicable and in any event within forty-five (45) days after the date of this Agreement, Parent and Company shall, and shall cause their respective Subsidiaries to, each prepare and file any applications, notices and filings required in order to obtain the Requisite Regulatory Approvals. Purchaser Parent and Sellers Company shall each use, and shall each cause their applicable Subsidiaries to use, reasonable best efforts to obtain each such Requisite Regulatory Approval and any approvals required for the Bank Merger as promptly as reasonably practicable. The parties shall cooperate with each other in connection therewith (including the furnishing of any information and any reasonable undertaking or commitments that may be required to obtain the Requisite Regulatory Approvals) and shall respond as promptly as practicable to the requests of Governmental Entities for documents and information. Parent and Company shall have the right to review in advance advance, and, to the extent practicable, each will consult the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to Sellers, Company or PurchaserParent, as the case may be, and any of their respective Subsidiaries, which appear appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. For purposes of this Section 6.1(a)In exercising the foregoing right, in taking each of the foregoing actions parties hereto shall act reasonably and as promptly as practicable. Each party will provide the other with copies of any applications and all correspondence relating thereto prior to filing and with sufficient opportunity to comment, other than any portions of material filed in connection therewith that contain competitively sensitive business or other proprietary information filed under a claim of confidentiality (except any competitively sensitive business or other proprietary information (but not any confidential supervisory information) of Company that is necessary for Parent to prepare and file any applications, notices and filings required in order to obtain the Requisite Regulatory Approvals; provided, that Parent shall request confidential treatment of any such information, permit Company to control the defense of any challenge to such confidential treatment request and will not release any such information publicly pursuant to Freedom of Information Act requests or similar rules without Company’s consent). The parties hereto agree that they will consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated herein. Each party shall be required only consult with the other in advance of any meeting or conference with any Governmental Entity in connection with the transactions contemplated by this Agreement and to the extent permitted by such Governmental Entity, give the other party and/or its counsel the opportunity to attend and participate in any such meetings and conferences.
(c) In furtherance and not in limitation of the foregoing, each of Parent and Company shall use commercially its reasonable best efforts (it being understood that Section 6.5 shall to (i) supersede this Section 6.1 avoid the entry of, or to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that would restrain, prevent or delay the Closing, and (ii) apply avoid or eliminate each and every impediment so as to enable the Closing to occur as soon as possible, including proposing, negotiating, committing to and effecting, by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition of businesses or assets of Parent, Company and their respective Subsidiaries. Notwithstanding anything in this Agreement to the contrary, nothing contained in this Agreement shall require Parent or any of its Subsidiaries to take, or agree to take, any actions specified in this Section 6.1 or otherwise or to agree to any conditions in respect of any approvals required hereunder that would reasonably be likely to have a material adverse effect with respect to all consents necessary under managementParent and its Subsidiaries, advisorytaken as a whole, sub-advisory and similar contracts of Company and Company Subsidiaryafter giving effect to the Merger (a “Materially Burdensome Regulatory Condition”).
(bd) Purchaser Parent and Sellers Company shall, upon request, furnish each other with all information concerning Purchaserthemselves, Sellers, Company and their respective Subsidiaries, directors, officers and shareholders shareholders/stockholders and such other matters as may be reasonably necessary or advisable in connection with the Joint Proxy Statement, the S-4 or any other statement, filing, notice or application made by or on behalf of Purchaser, SellersParent, Company or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger, the Bank Merger and the other transactions contemplated by this Agreement. Each of Parent and Company agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by it specifically for inclusion or incorporation by reference in (i) the S-4 will, at the time the S-4 and each amendment or supplement thereto, if any, becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Joint Proxy Statement and any amendment or supplement thereto will, at the date of mailing to the respective stockholders/shareholders of Company or Parent and at the time of the Parent Meeting and the Company Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which such statement was made, not misleading, and (iii) any applications, notices and filings required in order to obtain the Requisite Regulatory Approvals will, at the time each is filed, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. Each of Parent and Company further agrees that if it becomes aware that any information furnished by it would cause any of the statements in the S-4 or the Joint Proxy Statement to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading, to promptly inform the other party thereof and to take appropriate steps to correct the S-4 or the Joint Proxy Statement.
(e) Parent and Company shall promptly advise each other upon receiving any communication from any Governmental Entity whose consent or approval is required for consummation of the transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that any Requisite Regulatory Approval will not be obtained or that the receipt of any such approval will be materially delayed.
(f) Without limiting the generality of this Section 6.1, Company shall, and shall cause its Subsidiaries to, reasonably cooperate with Parent and its Subsidiaries (including the furnishing of information and by making employees reasonably available) as is reasonably requested by Parent in order to comply with the requirements of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Financial Protection Act stress testing program applicable to Parent and its Subsidiaries.
Appears in 2 contracts
Sources: Merger Agreement (First Horizon National Corp), Merger Agreement (Capital Bank Financial Corp.)
Regulatory Matters. (a) Purchaser and each Seller Company shall (i) takepromptly prepare and file with the SEC the Form F-4, in which the Proxy Statement will be included as a prospectus. Each of Purchaser and Company shall use its reasonable best efforts to have the Form F-4 declared effective under the Securities Act as promptly as practicable after such filing, and Company shall thereafter mail or cause deliver the Proxy Statement to be taken, its shareholders. Purchaser shall also use its reasonable best efforts to obtain all actions necessary state securities law or proper to comply with all legal requirements which may be imposed on such party with respect to the transactions contemplated hereby, including, without limitation, obtaining any third party consent which may be “Blue Sky” permits and approvals required to be obtained in connection with the transactions contemplated hereby and (ii) obtain (and cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity which is required or advisable to be obtained by Sellers or Purchaser, respectively, in connection with carry out the transactions contemplated by this Agreement. , and Company shall furnish all information concerning Company and the holders of Company Common Stock as may be reasonably requested in connection with any such action.
(a) The parties hereto shall cooperate with each other and use their respective reasonable best efforts to promptly prepare and file all necessary documentation, and to effect all applications, notices, petitions and filings (including, if required, notification under the HSR Act)filings, to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which that are necessary or advisable to consummate the transactions contemplated by this AgreementAgreement (including the Merger, the TARP Purchase and the Warrant Purchase), and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such third parties or Governmental Entities. Company and Purchaser and Sellers shall have the right to review in advance advance, and, to the extent practicable, each will consult the other on, in each case subject to applicable laws relating to the exchange of informationlaws, all the information relating to Sellers, Company or Purchaser, as the case may be, and any of their respective Subsidiaries, which that appear in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. For purposes of this Section 6.1(a)In exercising the foregoing right, in taking each of the foregoing actions parties shall act reasonably and as promptly as practicable. The parties shall consult with each party shall be required only to use commercially reasonable efforts (it being understood that Section 6.5 shall (i) supersede this Section 6.1 and (ii) apply other with respect to the obtaining of all consents permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary under managementor advisable to consummate the transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated by this Agreement. Each party shall consult with the other in advance of any meeting or conference with any Governmental Entity and to the extent permitted by such Governmental Entity, advisorygive the other party and/or its counsel the opportunity to attend and participate in such meetings and conferences; provided that Purchaser shall be permitted to redact from copies provided to Company of written materials submitted or intended for submission by Purchaser to OSFI, sub-advisory information relating to the business or operations of Purchaser to the extent that access to such information is not required for Company to reasonably assess the status of matters relating to consummation of the transactions contemplated by this Agreement, and similar contracts Purchaser need not include Company in meetings, or portions of meetings, between Purchaser (or any of its affiliates) and OSFI in which the business or operations of Purchaser will be discussed with OSFI, provided that if such a discussion is germane to the status of matters relating to the consummation of the transactions contemplated by this Agreement, Purchaser will promptly inform Company of the occurrence of such a meeting and the general subject discussed and provide Company Subsidiary)with summary information conveying the import of the matters discussed.
(b) Each of Purchaser and Sellers Company shall, upon request, furnish each to the other with all information concerning Purchaseritself, Sellers, Company and their respective its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement, the Form F-4 or any other statement, filing, notice or application made by or on behalf of Purchaser, Sellers, Company or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. Each of Purchaser and Company agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (1) the Form F-4 will, at the time the Form F-4 and each amendment or supplement thereto, if any, becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (2) the Proxy Statement and any amendment or supplement thereto will, at the date of mailing to shareholders and at the time of the Company’s meeting of its shareholders to consider and vote upon approval of this Agreement, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which such statement was made, not misleading. Each of Purchaser and Company further agrees that if it becomes aware that any information furnished by it would cause any of the statements in the Form F-4 or the Proxy Statement to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading, to promptly inform the other party thereof and to take appropriate steps to correct the Form F-4 or the Proxy Statement.
(c) In furtherance and not in limitation of the foregoing, each of Purchaser and Company shall use its reasonable best efforts to (i) avoid the entry of, or to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that would restrain, prevent or delay the Closing, and (ii) avoid or eliminate each and every impediment under any applicable law so as to enable the Closing to occur as soon as possible, including proposing, negotiating, committing to and effecting, by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition of businesses or assets of Purchaser, Company and their respective Subsidiaries; provided, however, that nothing contained in this Agreement shall require Purchaser to take any actions specified in this Section 6.1(c) that would reasonably be expected to have a Material Adverse Effect (measured on a scale relative to Company) on Purchaser or Company.
(d) Purchaser agrees to execute and deliver, or cause to be executed and delivered, by or on behalf of the Surviving Company, at or prior to the Effective Time, one or more supplemental indentures, guarantees, and other instruments required for the due assumption of Company’s outstanding debt, guarantees, securities, and other agreements to the extent required by the terms of such debt, guarantees, securities, and other agreements.
(e) Each of Purchaser and Company shall promptly advise the other upon receiving any communication from any Governmental Entity the consent or approval of which is required for consummation of the transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that any Requisite Regulatory Approval will not be obtained or that the receipt of any such approval may be materially delayed.
(f) Purchaser shall cause Holdco and the Surviving Company to comply with the “reporting requirements” of Treasury Regulations Section 1.367(a)-3(c)(6).
Appears in 2 contracts
Sources: Merger Agreement (Marshall & Ilsley Corp), Merger Agreement (Bank of Montreal /Can/)
Regulatory Matters. (a) Purchaser ▇▇▇▇▇ Fargo and each Seller Norwest shall (i) takepromptly prepare and file with the SEC the Joint Proxy Statement and Norwest shall promptly prepare and file with the SEC the S-4, in which the Joint Proxy Statement will be included as a prospectus. Each of ▇▇▇▇▇ Fargo and Norwest shall use their reasonable best efforts to have the S-4 declared effective under the Securities Act as promptly as practicable after such filing, and ▇▇▇▇▇ Fargo and Norwest shall thereafter mail or cause deliver the Joint Proxy Statement to be taken, their respective stockholders. Norwest shall also use its reasonable best efforts to obtain all actions necessary state securities law or proper to comply with all legal requirements which may be imposed on such party with respect to the transactions contemplated hereby, including, without limitation, obtaining any third party consent which may be "Blue Sky" permits and approvals required to be obtained in connection with the transactions contemplated hereby and (ii) obtain (and cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity which is required or advisable to be obtained by Sellers or Purchaser, respectively, in connection with carry out the transactions contemplated by this Agreement. , and ▇▇▇▇▇ Fargo shall furnish all information concerning ▇▇▇▇▇ Fargo and the holders of ▇▇▇▇▇ Fargo Capital Stock as may be reasonably requested in connection with any such action.
(b) The parties hereto shall cooperate with each other and use their reasonable best efforts to promptly prepare and file all necessary documentation, and to effect all applications, notices, petitions and filings (including, if required, notification under the HSR Act)filings, to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this AgreementAgreement (including, without limitation, the Merger) and the Option Agreements, and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such Governmental Entities. Purchaser ▇▇▇▇▇ Fargo and Sellers Norwest shall have the right to review in advance advance, and, to the extent practicable, each will consult the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to Sellers, Company Norwest or Purchaser▇▇▇▇▇ Fargo, as the case may be, and any of their respective Subsidiaries, which appear in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. For purposes of this Section 6.1(a)In exercising the foregoing right, in taking each of the foregoing actions parties hereto shall act reasonably and as promptly as practicable. The parties hereto agree that they will consult with each party shall be required only to use commercially reasonable efforts (it being understood that Section 6.5 shall (i) supersede this Section 6.1 and (ii) apply other with respect to the obtaining of all consents permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary under management, advisory, sub-advisory or advisable to consummate the transactions contemplated by this Agreement and similar contracts the Option Agreements and each party will keep the other apprised of Company and Company Subsidiary)the status of matters relating to completion of the transactions contemplated herein.
(bc) Purchaser ▇▇▇▇▇ Fargo and Sellers Norwest shall, upon request, furnish each other with all information concerning Purchaserthemselves, Sellers, Company and their respective Subsidiaries, directors, officers and shareholders stockholders and such other matters as may be reasonably necessary or advisable in connection with the Joint Proxy Statement, the S-4 or any other statement, filing, notice or application made by or on behalf of Purchaser▇▇▇▇▇ Fargo, Sellers, Company Norwest or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement.
(d) ▇▇▇▇▇ Fargo and Norwest shall promptly advise each other upon receiving any communication from any Governmental Entity whose consent or approval is required for consummation of the transactions contemplated by this Agreement or the Option Agreements that causes such party to believe that there is a reasonable likelihood that any Requisite Regulatory Approval will not be obtained or that the receipt of any such approval will be materially delayed.
Appears in 2 contracts
Sources: Merger Agreement (Norwest Corp), Merger Agreement (Wells Fargo & Co)
Regulatory Matters. (a) Purchaser Parent and each Seller the Company shall (i) take, or cause to be taken, all actions necessary or proper to comply with all legal requirements which may be imposed on such party with respect to the transactions contemplated hereby, including, without limitation, obtaining any third party consent which may be required to be obtained in connection promptly prepare and file with the transactions contemplated hereby SEC the Joint Proxy Statement and (ii) obtain (Parent shall promptly prepare and cooperate file with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity which is required or advisable to be obtained by Sellers or Purchaser, respectivelySEC the S-4, in connection with which the Joint Proxy Statement will be included as a prospectus. Each of Parent and the Company shall use its reasonable best efforts to have the S-4 declared effective under the Securities Act as promptly as practicable after such filing and to keep the S-4 effective for so long as necessary to consummate the transactions contemplated by this Agreement, and Parent and the Company shall thereafter as promptly as practicable mail or deliver the Joint Proxy Statement to their respective shareholders. Parent shall also use its reasonable best efforts to obtain all necessary state securities law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and the Company shall furnish all information concerning the Company and the holders of Company Common Stock as may be reasonably requested in connection with any such action.
(b) The parties hereto shall cooperate with each other and use their reasonable best efforts to promptly prepare and file file, or cause to be prepared and filed, all necessary documentation, and to effect all applications, notices, petitions and filings (including, if required, notification under the HSR Act)filings, to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Regulatory Agencies and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this Agreement (including the Merger and the Bank Merger), and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such Regulatory Agencies and Governmental Entities. Without limiting the generality of the foregoing, as soon as practicable and in no event later than thirty (30) business days after the date of this Agreement, Parent and the Company shall, and shall cause their respective Subsidiaries to, each prepare and file any applications, notices and filings required to be filed with any bank regulatory agency in order to obtain the Requisite Regulatory Approvals. Purchaser Parent and Sellers the Company shall each use, and shall each cause their applicable Subsidiaries to use, reasonable best efforts to obtain each such Requisite Regulatory Approval as promptly as reasonably practicable. Parent and the Company shall have the right to review in advance advance, and, to the extent practicable, each will consult the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to Sellers, the Company or PurchaserParent, as the case may be, and any of their respective Subsidiaries, which appear appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. For purposes of this Section 6.1(a)In exercising the foregoing right, in taking each of the foregoing actions parties hereto shall act reasonably and as promptly as practicable. The parties hereto agree that they will consult with each party shall be required only to use commercially reasonable efforts (it being understood that Section 6.5 shall (i) supersede this Section 6.1 and (ii) apply other with respect to the obtaining of all consents permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary under managementor advisable to consummate the transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated hereby. Each party shall consult with the other in advance of any meeting or conference with any Governmental Entity in connection with the transactions contemplated by this Agreement and to the extent permitted by such Governmental Entity, advisorygive the other party and/or its counsel the opportunity to attend and participate in such meetings and conferences.
(c) In furtherance and not in limitation of the foregoing, sub-advisory each of Parent and similar contracts of the Company shall use its reasonable best efforts to avoid the entry of, or to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that would restrain, prevent or delay the Closing. Notwithstanding the foregoing, nothing contained in this Agreement shall be deemed to require Parent or the Company to take any action, or commit to take any action, or agree to any condition or restriction that would reasonably be expected to have a Material Adverse Effect on Parent and Company Subsidiaryits Subsidiaries, taken as a whole, after giving effect to the Merger (a “Materially Burdensome Regulatory Condition”).
(bd) Purchaser Parent and Sellers the Company shall, upon request, furnish each other with all information concerning Purchaserthemselves, Sellers, Company and their respective Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Joint Proxy Statement, the S-4 or any other statement, filing, notice or application made by or on behalf of PurchaserParent, Sellers, the Company or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger, the Bank Merger and the other transactions contemplated by this Agreement.
(e) To the extent permitted by applicable law, Parent and the Company shall promptly advise each other upon receiving any communication from any Governmental Entity whose consent or approval is required for consummation of the transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that any Requisite Regulatory Approval will not be obtained or that the receipt of any such approval will be materially delayed. As used in this Agreement, the “Requisite Regulatory Approvals” shall mean all regulatory authorizations, consents, orders or approvals from (i) the Federal Reserve Board, the FDIC and the Tennessee Department of Financial Institutions and (ii) any other approvals set forth in Sections 3.4 and 4.4 that are necessary to consummate the transactions contemplated by this Agreement, including the Merger and the Bank Merger, or those other authorizations, consents, orders or approvals the failure of which to be obtained would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on Parent.
Appears in 2 contracts
Sources: Merger Agreement (Franklin Financial Network Inc.), Merger Agreement (FB Financial Corp)
Regulatory Matters. (a) Purchaser Parent and the Company shall promptly prepare and file with the SEC, no later than forty-five (45) days after the date of this Agreement, the Joint Proxy Statement, and Parent shall promptly prepare and file with the SEC the S-4, in which the Joint Proxy Statement will be included as a prospectus. Each of Parent and the Company shall use its reasonable best efforts to have the S-4 declared effective under the Securities Act as promptly as practicable after such filing, and each Seller of the Company and Parent shall (i) take, thereafter mail or cause deliver the Joint Proxy Statement to be taken, its shareholders. Parent shall also use its reasonable best efforts to obtain all actions necessary state securities law or proper to comply with all legal requirements which may be imposed on such party with respect to the transactions contemplated hereby, including, without limitation, obtaining any third party consent which may be “Blue Sky” permits and approvals required to be obtained in connection with the transactions contemplated hereby and (ii) obtain (and cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity which is required or advisable to be obtained by Sellers or Purchaser, respectively, in connection with carry out the transactions contemplated by this Agreement. , and the Company shall furnish all information concerning the Company and the holders of Company Common Stock as may be reasonably requested in connection with any such action.
(b) The parties hereto shall cooperate with each other and use their respective reasonable best efforts to promptly prepare and file all necessary documentation, and to effect all applications, notices, petitions and filings (including, if required, notification under the HSR Act)filings, to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which that are necessary or advisable to consummate the transactions contemplated by this Agreement (including the Merger), and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such third parties and Governmental Entities. Without limiting the generality of the foregoing, as soon as practicable and in no event later than sixty (60) days after the date of this Agreement, Parent and the Company shall, and shall cause their respective Subsidiaries to, each prepare and file any applications, notices and filings required in order to obtain the Requisite Regulatory Approvals. Purchaser Parent and Sellers the Company shall each use, and shall each cause their applicable Subsidiaries to use, their respective reasonable best efforts to obtain each such Requisite Regulatory Approval as promptly as reasonably practicable. The parties shall cooperate with each other in connection therewith (including the furnishing of any information and any reasonable undertaking or commitments that may be required to obtain the Requisite Regulatory Approvals). Parent and the Company shall have the right to review in advance advance, and, to the extent practicable, each will consult the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to Sellers, the Company or PurchaserParent, as the case may be, and any of their respective Subsidiaries, which appear appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. For purposes of this Section 6.1(a)In exercising the foregoing right, in taking each of the foregoing actions parties hereto shall act reasonably and as promptly as practicable. Each party will provide the other with copies of any applications and all correspondence relating thereto prior to filing, other than any portions of material filed in connection therewith that contain competitively sensitive business or other proprietary information filed under a claim of confidentiality and subject to applicable laws relating to the exchange of information. The parties hereto agree that they will consult with each party shall be required only to use commercially reasonable efforts (it being understood that Section 6.5 shall (i) supersede this Section 6.1 and (ii) apply other with respect to the obtaining of all consents permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary under managementor advisable to consummate the transactions contemplated by this Agreement, advisoryand each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated herein. Each party shall consult with the other in advance of any meeting or conference with any Governmental Entity in connection with the transactions contemplated by this Agreement, sub-advisory and similar contracts to the extent permitted by such Governmental Entity, give the other party and/or its counsel the opportunity to attend and participate in such meetings and conferences.
(c) Each of Parent and the Company shall use its reasonable best efforts to avoid the entry of, or to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that would restrain, prevent or delay the Closing. Notwithstanding anything to the contrary in this Agreement, nothing contained in this Agreement shall require Parent or the Company to take, or commit to take, any action or agree to any condition or restriction that would reasonably be likely to have a material and adverse effect on Parent and its Subsidiaries, taken as a whole, giving effect to the Merger (with such materiality measured on a scale relative to the Company and Company Subsidiaryits Subsidiaries, taken as a whole) (a “Materially Burdensome Regulatory Condition”).
(bd) Purchaser Parent and Sellers the Company shall, upon request, furnish each other with all information concerning Purchaserthemselves, Sellers, Company and their respective Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Joint Proxy Statement, the S-4 or any other statement, filing, notice or application made by or on behalf of PurchaserParent, Sellers, the Company or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. Each of Parent and the Company agrees, as to itself and its Subsidiaries, (i) that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in the S-4 will, at the time the S-4 and each amendment or supplement thereto, if any, becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in the Joint Proxy Statement and any amendment or supplement thereto will, at the date of mailing to shareholders and at the time of the Company Meeting and the Parent Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which such statement was made, not misleading. Each of Parent and the Company further agrees that if it becomes aware that any information furnished by it would cause any of the statements in the S-4 or the Joint Proxy Statement to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading, to promptly inform the other party thereof and to take appropriate steps to correct the S-4 or the Joint Proxy Statement.
(e) Parent and the Company shall promptly advise each other upon receiving any communication from any Governmental Entity whose consent or approval is required for consummation of the transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that any Requisite Regulatory Approval will not be obtained or that the receipt of any such approval will not be timely received.
(f) The Company shall deliver to Parent, prior to the Closing, a statement in form and substance reasonably acceptable to Parent certifying that the Company has at no time during the past five (5) years been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code.
Appears in 2 contracts
Regulatory Matters. (a) Purchaser Promptly after the date of this Agreement, Columbia and each Seller Umpqua shall prepare and file with the SEC the Joint Proxy Statement and Columbia shall prepare and file with the SEC the S-4, in which the Joint Proxy Statement will be included as a prospectus. The parties shall use reasonable best efforts to make such filings within thirty (i30) takebusiness days of the date of this Agreement. Each of Columbia and Umpqua shall use its reasonable best efforts to have the S-4 declared effective under the Securities Act as promptly as practicable after such filings, and Columbia and Umpqua shall thereafter mail or cause deliver the Joint Proxy Statement to be taken, their respective shareholders. Columbia shall also use its reasonable best efforts to obtain all actions necessary state securities law or proper to comply with all legal requirements which may be imposed on such party with respect to the transactions contemplated hereby, including, without limitation, obtaining any third party consent which may be “Blue Sky” permits and approvals required to be obtained in connection with the transactions contemplated hereby and (ii) obtain (and cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity which is required or advisable to be obtained by Sellers or Purchaser, respectively, in connection with carry out the transactions contemplated by this Agreement. , and Umpqua shall furnish all information concerning Umpqua and the holders of Umpqua Common Stock as may be reasonably requested in connection with any such action.
(b) The parties hereto shall cooperate with each other and use their reasonable best efforts to promptly prepare and file all necessary documentation, and to effect all applications, notices, petitions and filings (includingand in the case of applications, if requirednotices, notification under petitions and filings in respect of the HSR ActRequisite Regulatory Approvals, use their reasonable best efforts to make such filings within thirty (30) business days of the date of this Agreement), to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this AgreementAgreement (including the Mergers and the Bank Merger), and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such Governmental Entities. Purchaser Columbia and Sellers Umpqua shall have the right to review in advance advance, and, to the extent practicable, each will consult the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to Sellers, Company Umpqua or PurchaserColumbia, as the case may be, and any of their respective Subsidiaries, which appear appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. For purposes of this Section 6.1(a)In exercising the foregoing right, in taking each of the foregoing actions parties hereto shall act reasonably and as promptly as practicable. The parties hereto agree that they will consult with each party shall be required only to use commercially reasonable efforts (it being understood that Section 6.5 shall (i) supersede this Section 6.1 and (ii) apply other with respect to the obtaining of all consents permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary under management, advisory, sub-advisory or advisable to consummate the transactions contemplated by this Agreement and similar contracts each party will keep the other apprised of Company and Company Subsidiary).
(b) Purchaser and Sellers shall, upon request, furnish each the status of matters relating to completion of the transactions contemplated hereby. Each party shall consult with the other in advance of any meeting or conference with all information concerning Purchaser, Sellers, Company and their respective Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary in connection with any statement, filing, notice or application made by or on behalf of Purchaser, Sellers, Company or any of their respective Subsidiaries to any Governmental Entity in connection with the transactions contemplated by this Agreement and, to the extent permitted by such Governmental Entity, give the other party and/or its counsel the opportunity to attend and participate in such meetings and conferences, in each case subject to applicable law. As used in this Agreement, “Requisite Regulatory Approvals” means all regulatory authorizations, consents, orders or approvals (and the expiration or termination of all statutory waiting periods in respect thereof) (x) from the Federal Reserve Board and the FDIC and (y) set forth in Sections 3.4 and 4.4 that are necessary to consummate the transactions contemplated by this Agreement, including the Mergers and the Bank Merger, or those the failure of which to be obtained would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Surviving Corporation.
Appears in 2 contracts
Sources: Merger Agreement (Columbia Banking System, Inc.), Merger Agreement (Umpqua Holdings Corp)
Regulatory Matters. (a) Purchaser First Financial and each Seller MainSource shall (i) take, or cause to be taken, all actions necessary or proper to comply with all legal requirements which may be imposed on such party with respect to the transactions contemplated hereby, including, without limitation, obtaining any third party consent which may be required to be obtained in connection promptly prepare and file with the transactions contemplated hereby SEC, no later than sixty (60) calendar days after of the date of this Agreement, the Joint Proxy Statement and (ii) obtain (First Financial shall promptly prepare and cooperate file with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity which is required or advisable to be obtained by Sellers or Purchaser, respectivelySEC the S-4, in connection with which the Joint Proxy Statement will be included as a prospectus. Each of First Financial and MainSource shall use its reasonable best efforts to have the S-4 declared effective under the Securities Act as promptly as practicable after such filing, and to keep the S-4 effective for so long as necessary to consummate the transactions contemplated by this Agreement, and First Financial and MainSource shall thereafter mail or deliver the Joint Proxy Statement to their respective shareholders. First Financial shall also use its reasonable best efforts to obtain all necessary state securities law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and MainSource shall furnish all information concerning MainSource and the holders of MainSource Common Stock as may be reasonably requested in connection with any such action.
(b) The parties hereto shall cooperate with each other and use their reasonable best efforts to promptly (and in the case of the Bank Regulatory Applications, as defined below, within sixty (60) calendar days of the date of this Agreement) prepare and file all necessary documentation, and to effect all applications, notices, petitions and filings (including, if required, notification under the HSR Act)filings, to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this AgreementAgreement (including, without limitation, the Merger and the Bank Merger (collectively the “Bank Regulatory Applications”)), and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such Governmental Entities. Purchaser First Financial and Sellers MainSource shall have the right to review in advance advance, and, to the extent practicable, each will will, in good faith, consult the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to Sellers, Company MainSource or PurchaserFirst Financial, as the case may be, and any of their respective Subsidiaries, which appear appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. For purposes of this Section 6.1(a)In exercising the foregoing right, in taking each of the foregoing actions parties hereto shall act reasonably, diligently, and as promptly as practicable. The parties hereto agree that they will consult with each party shall be required only to use commercially reasonable efforts (it being understood that Section 6.5 shall (i) supersede this Section 6.1 and (ii) apply other with respect to the obtaining of all consents permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary under managementor advisable to consummate the transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated herein. Each party shall, advisoryin good faith, sub-advisory consult with the other in advance of any meeting or conference with any Governmental Entity in connection with the transactions contemplated by this Agreement and similar contracts to the extent permitted by such Governmental Entity, give the other party and/or its counsel the opportunity to attend and participate in such meetings and conferences.
(c) In furtherance and not in limitation of Company the foregoing, each of First Financial and Company SubsidiaryMainSource shall use its reasonable best efforts to avoid the entry of, or to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that would restrain, prevent or delay the Closing. Notwithstanding the foregoing, nothing contained herein shall be deemed to require First Financial or MainSource to take any action, or commit to take any action, or agree to any condition or restriction, in connection with obtaining the foregoing permits, consents, approvals and authorizations of Governmental Entities that would reasonably be expected to have a Material Adverse Effect on the Surviving Corporation and its Subsidiaries, taken as a whole, or MainSource and its Subsidiaries, taken as a whole, after giving effect to the Merger (a “Materially Burdensome Regulatory Condition”).
(bd) Purchaser First Financial and Sellers MainSource shall, upon request, furnish each other with all information concerning Purchaserthemselves, Sellers, Company and their respective Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Joint Proxy Statement, the S-4 or any other statement, filing, notice or application made by or on behalf of PurchaserFirst Financial, Sellers, Company MainSource or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger, the Bank Merger and the other transactions contemplated by this Agreement.
(e) To the extent permitted by applicable law, First Financial and MainSource shall promptly advise each other upon receiving any communication from any Governmental Entity whose consent or approval is required for consummation of the transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that any Requisite Regulatory Approval will not be obtained or that the receipt of any such approval will be materially delayed. As used in this Agreement, the “Requisite Regulatory Approvals” shall mean all regulatory authorizations, consents, orders or approvals from (x) the Federal Reserve Board, the ODFI, and the IDFI and (y) any other approvals set forth in Sections 3.4 and 4.4 which are necessary to consummate the transactions contemplated by this Agreement, including the Merger and the Bank Merger, or those the failure of which to be obtained would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Surviving Corporation or any of its Subsidiaries.
Appears in 2 contracts
Sources: Merger Agreement (Mainsource Financial Group), Merger Agreement (First Financial Bancorp /Oh/)
Regulatory Matters. (a) Purchaser and each The Seller shall (i) take, or cause to be taken, all actions necessary or proper to comply promptly prepare and file with all legal requirements which may be imposed on such party with respect the SEC the Proxy Statement. The Seller shall make the draft Proxy Statement available to the transactions contemplated herebyBuyer for review promptly after preparation thereof, includingand shall respond to all of the Buyer's comments and suggestions for revisions to such Proxy Statement. Promptly after completion of the Proxy Statement, without limitation, obtaining any third party consent which may be required the Seller shall mail the Proxy Statement to be obtained in connection with the transactions contemplated hereby and its shareholders.
(iib) obtain (and cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity which is required or advisable to be obtained by Sellers or Purchaser, respectively, in connection with the transactions contemplated by this Agreement. The parties hereto shall cooperate with each other and use their reasonable best efforts to promptly prepare and file all necessary documentation, and to effect all applications, notices, petitions and filings (includingfilings, if required, notification under the HSR Act), and to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this AgreementAgreement (including without limitation the Merger). Purchaser The Seller and Sellers the Buyer shall have the right to review in advance andadvance, and to the extent practicable, practicable each will consult with the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to Sellers, Company the Seller or Purchaserthe Buyer, as the case may be, and any of their respective Subsidiariessubsidiaries, which appear in any filing made with, with or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. For purposes of this Section 6.1(a)In exercising the foregoing right, in taking each of the foregoing actions parties hereto shall act reasonably and as promptly as practicable. The parties hereto agree that they will consult with each party shall be required only to use commercially reasonable efforts (it being understood that Section 6.5 shall (i) supersede this Section 6.1 and (ii) apply other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated herein. Each of the Buyer and the Seller represents and warrants to the other that it is not aware of any reason why the approvals, consents necessary under management, advisory, sub-advisory and similar contracts waivers of Company Governmental Entities referred to herein and Company Subsidiary)in Section 4.06 and Section 5.04 should not be obtained.
(bc) Purchaser The Buyer and Sellers the Seller shall, upon request, furnish each other with all information concerning Purchaserthemselves, Sellers, Company and their respective Subsidiariessubsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement or any other statement, filing, notice or application made by or on behalf of Purchaserthe Buyer, Sellers, Company the Seller or any of their respective Subsidiaries subsidiaries to any Governmental Entity in connection with the Merger and the other transactions contemplated hereby.
(d) The Buyer and the Seller shall promptly furnish each other with copies of written communications received by this Agreementthe Buyer or the Seller, as the case may be, or any of their respective subsidiaries from, or delivered by any of the foregoing to, any Governmental Entity in respect of the transactions contemplated hereby.
Appears in 2 contracts
Sources: Merger Agreement (Seacoast Financial Services Corp), Merger Agreement (Home Port Bancorp Inc)
Regulatory Matters. (a) Purchaser ICBC and each Seller SIB shall promptly prepare and file with the SEC the Joint Proxy Statement/Prospectus, and ICBC shall promptly prepare and file with the SEC the S-4. Each of ICBC and SIB shall use reasonable best efforts to have the S-4 declared effective under the Securities Act as promptly as practicable after such filing, and thereafter to mail the Joint Proxy Statement/Prospectus to their respective stockholders.
(ib) take, or cause to be taken, all actions necessary or proper to comply with all legal requirements which may be imposed on such party with respect Subject to the transactions contemplated hereby, including, without limitation, obtaining any third party consent which may be required to be obtained in connection with the transactions contemplated hereby and (ii) obtain (and cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity which is required or advisable to be obtained by Sellers or Purchaser, respectively, in connection with the transactions contemplated by provisions of this Agreement. The , the parties hereto shall cooperate with each other and use reasonable best efforts to promptly prepare and file all necessary documentation, and to effect all applications, notices, petitions and filings (includingfilings, if required, notification under the HSR Act), and to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this Agreement. Purchaser Agreement (including the Merger) and Sellers shall have the right to review in advance and, to the extent practicable, each will consult the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to Sellers, Company or Purchaser, as the case may be, and any of their respective Subsidiaries, which appear in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection comply with the transactions contemplated by this Agreement. For purposes terms and conditions of this Section 6.1(a)all such permits, in taking each consents, approvals and authorizations of the foregoing actions each party shall be required only to use commercially reasonable efforts (it being understood that Section 6.5 shall (i) supersede this Section 6.1 all such third parties and (ii) apply with respect to all consents necessary under management, advisory, sub-advisory and similar contracts of Company and Company Subsidiary)Governmental Entities.
(bc) Purchaser ICBC and Sellers SIB shall, upon request, furnish each other with all information concerning Purchaserthemselves, Sellers, Company and their respective Subsidiaries, directors, officers and shareholders stockholders and such other matters as may be reasonably necessary or advisable in connection with the preparation of the Joint Proxy Statement/Prospectus, the S-4 or any other statement, filing, notice or application made by or on behalf of PurchaserICBC, Sellers, Company SIB or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement.
(d) SIB acknowledges and agrees that ICBC intends to cause SIBT to be merged with and into Independence Bank at or immediately following the Effective Time. SIB agrees that its obligations pursuant to this Section 7.1 include an obligation to use its reasonable best efforts to take all actions necessary to cause the Savings Bank Merger to be consummated at such time.
Appears in 2 contracts
Sources: Merger Agreement (Staten Island Bancorp Inc), Merger Agreement (Independence Community Bank Corp)
Regulatory Matters. (a) Purchaser Santen shall be responsible for preparing and filing INDs, Registration Applications and other regulatory filings for the Product in each Seller shall (i) take, or cause to be taken, all actions necessary or proper to comply with all legal requirements which may be imposed on such party with respect to country in the transactions contemplated hereby, including, without limitation, obtaining any third party consent which may be required to be obtained in connection with the transactions contemplated hereby Territory through and (ii) obtain (and cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity which is required or advisable to be obtained by Sellers or Purchaser, respectively, in connection with the transactions contemplated by this Agreement. The parties hereto shall cooperate with each other and promptly prepare and file all necessary documentationincluding Registration, and to effect all applicationsthereafter shall be responsible for maintaining such Registrations. All such filings shall be in Santen's name (or that of its Affiliates, notices, petitions and filings (including, if required, notification under the HSR Act), to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which are necessary Sublicensees or advisable to consummate the transactions contemplated by this Agreement. Purchaser and Sellers shall have the right to review in advance and, to the extent practicable, each will consult the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to Sellers, Company or Purchaserdistributors, as the case may be, and ). Santen shall also obtain any of their respective Subsidiaries, which appear in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with export approvals required by the transactions contemplated by this Agreement. For purposes of this Section 6.1(a), in taking each Regulatory Authorities to export Product among the countries of the foregoing actions each party shall be required only to use commercially reasonable efforts (it being understood that Section 6.5 shall (i) supersede this Section 6.1 and (ii) apply with respect to all consents necessary under management, advisory, sub-advisory and similar contracts of Company and Company Subsidiary)Territory.
(b) Purchaser Santen or, where required by applicable law, its designees(s) shall own all INDs, Registration Applications, Registrations and Sellers shallother regulatory filings for the Product in each country in the Territory.
(c) In order to assist Santen in the performance of its obligations under this Section 4.4, upon Inspire shall provide Santen or its designee(s) with complete copies (or copies of relevant portions) of, and shall ▇▇▇▇▇ ▇▇▇▇▇▇ or its designee(s) the right to cross-reference, all of Inspire's and its Strategic Partners' (to the extent Inspire has the right to provide such information to Santen) INDs, registration applications, registrations or other regulatory filings made or held in any country for all products that contain the Compound as an active ingredient. Inspire shall execute, acknowledge and deliver such further instruments, and shall do all such other acts, all as promptly as possible after Santen's request therefor, at Santen's expense, that may be necessary or appropriate to effectuate such right.
(d) Upon Inspire's written request, furnish Santen shall provide Inspire with complete copies (or copies of relevant portions) of, and shall grant Inspire the right to cross-reference any INDs, Registration Applications, Registrations or other regulatory filings made or held in each country in the Territory in the name of Santen (or that of its Affiliates, Sublicensees or distributors, as the case may be) reasonably necessary or useful to enable Inspire to market products either within the Territory and outside the Field, or outside the Territory. Santen shall not be obligated to provide English translations of such filings, but shall provide any English translations made by Santen, in its sole discretion, if requested by Inspire. Santen shall execute, acknowledge and deliver such further instruments, and shall do all such other with acts, all information concerning Purchaseras promptly as possible after Inspire's request therefor, Sellersat Inspire's expense, Company and their respective Subsidiaries, directors, officers and shareholders that may be necessary or appropriate to effectuate such right in each such country. Santen also shall provide such copies and such right to cross- reference to any Strategic Partner that grants Santen or its designee(s) the right to cross-reference such Strategic Partner's INDs, registration applications, registrations or other matters regulatory filings made or held in any country for products that contain the Compound as may be reasonably necessary in an active ingredient.
(e) Santen shall keep Inspire informed as to the status of all regulatory filings made pursuant to this Section 4.4.
(f) In connection with any statementIND or Registration Application filed by Santen pursuant to this Section 4.4, filing, notice or application made by or on behalf Santen shall notify Inspire as soon as reasonably possible of Purchaser, Sellers, Company or any of their respective Subsidiaries to any Governmental Entity in connection meeting with the transactions contemplated Regulatory Authority in any country in the Territory scheduled by this AgreementSanten (which notification shall describe the subject matter of any such meeting), shall permit Inspire to assist Santen in the preparation for any such meeting and shall promptly advise Inspire in writing of the outcome of any such meeting.
Appears in 2 contracts
Sources: Development, License and Supply Agreement (Inspire Pharmaceuticals Inc), Development, License and Supply Agreement (Inspire Pharmaceuticals Inc)
Regulatory Matters. (a) Purchaser Subject to Pernix’s performance of the Services and each Seller its responsibility for the operations of the Company as set forth herein, the Company under the oversight and supervision of Pernix (through the Company Officers) shall (i) takehave responsibility and decision making-authority for its regulatory activities, or cause to be takenincluding communications and filings with any Governmental Authorities, all actions necessary or proper to comply with all legal requirements which may be imposed on such party with respect to the transactions contemplated herebyProduct in and out of the Territory. As such pertains to the Corporate Services provided by Pernix, includingthe Company shall promptly share with Pernix any written correspondence and/or communications of any kind that it receives from a Governmental Authority, without limitationincluding but not limited to copies of any and all Regulatory Materials and Regulatory Approvals (including all correspondence with Governmental Authorities) and keep Pernix promptly informed of the submission to Governmental Authorities of any significant Regulatory Materials, meetings with Governmental Authorities, and its receipt of, or any material changes to existing, Regulatory Approvals, in the case of this clause (ii), for the Product, whether in or outside the Territory. In connection with obtaining any third party consent which may be required to be obtained and maintaining the Regulatory Approvals in the Territory in connection with the transactions contemplated hereby and (ii) obtain (and cooperate with the other party to obtain) any consentDistribution Service, authorization, order or approval of, or any exemption by, any Governmental Entity which is required or advisable to be obtained by Sellers or Purchaser, respectively, in connection with the transactions contemplated by this Agreement. The parties hereto shall cooperate with each other and promptly prepare and file all necessary documentation, and to effect all applications, notices, petitions and filings (including, if required, notification under the HSR Act), to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this Agreement. Purchaser and Sellers Pernix shall have the right to review reference during the Term any and all of the data submitted in advance andsupport of the Regulatory Materials and Regulatory Approvals, including any Company Intellectual Property. The Company shall be the legal owner of the Regulatory Approvals associated with the Product in the Territory. At times and upon agreement by the Parties, as part of the Corporate Services, the Company may appoint Pernix as its agent with respect to such Regulatory Materials and Regulatory Approvals, including the right to file Regulatory Materials or take any other actions required by (or advisable under) Applicable Law or this Agreement in respect of the Product in the Territory on behalf of the Company.
(b) Pernix and its Affiliates shall have the responsibility in the Territory for complying with all Applicable Laws, regulatory filings and reporting requirements required to be undertaken by Pernix acting as a distributor of the Product in the Territory. Pernix shall promptly notify the appropriate, designated persons within the Company of any report of an adverse drug reaction/experience concerning the Product to the extent practicableknown by Pernix. Pernix shall cooperate with the Company as necessary to report such adverse drug reaction/experience when so required as a distributor of the Product under Applicable Laws. Pernix shall also promptly notify the appropriate, each will consult designated persons within the Company of any material complaints related to the Product of which the applicable personnel of Pernix becomes aware regarding problems with the Product other onthan those associated with adverse drug reactions/experiences. Subject to the foregoing, in each case subject to applicable laws the Company shall be responsible for the timely reporting of all relevant adverse drug reactions/experiences, Product quality, Product complaints and safety data relating to the exchange #90879273v29 Product to the appropriate Governmental Authorities in and outside of informationthe Territory, all in accordance with Applicable Law and requirements of Governmental Authorities in the information relating to Sellers, Company Territory or Purchaserthe applicable jurisdiction outside of the Territory, as the case may be. As such pertains to the Corporate Services provided by Pernix, the Company shall promptly share all such reports with Pernix, and any in all cases shall use its commercially reasonably efforts to provide such reports to Pernix before or simultaneous to the issuance of their respective Subsidiaries, which appear such reports to Governmental Authorities.
(c) The Company shall use its commercially reasonable efforts to obtain and maintain all Regulatory Approvals in any filing made with, or written materials submitted to, any third party or the Territory. The Company shall be responsible for all Product-related communications with any Governmental Entity Authority in or outside of the Territory regarding the Product, unless previously agreed between the Company and Pernix.
(d) Each Party shall keep the other Party reasonably informed in writing in a timely manner of any information that such Party receives that (i) raises any material concerns regarding the safety or efficacy of the Product; (ii) indicates or suggests a potential material liability of either Party to third parties (including Governmental Authorities) in connection with the transactions contemplated by this Agreement. For purposes of this Section 6.1(a), in taking each Product; (iii) is reasonably likely to lead to a recall or market withdrawal of the foregoing actions each party shall be required only Product; or (iv) relates to use commercially reasonable efforts (it being understood that Section 6.5 shall (i) supersede this Section 6.1 the Product and (ii) apply with respect is reasonably likely to all consents necessary under management, advisory, sub-advisory and similar contracts have a material impact on a Regulatory Approval or the commercialization of Company and Company Subsidiary)the Product.
(be) Purchaser At the request of designated persons within the Company, Pernix will supply distribution information and Sellers shallother information reasonably requested by the Company, upon requestfor the purposes of inclusion into the Company’s Annual Report to FDA.
(f) Pernix shall ensure that the Distribution Service activities of Pernix, furnish each its Affiliates, Pernix Parties and sublicensees related to the Product shall be compliant with Applicable Laws. Pernix shall ensure that Pernix, its Affiliates, Pernix Parties and sublicensees shall not use any Promotional Materials not expressly approved for Pernix’s use by the Company Board (or its delegee). “Promotional Materials” means all sales representative training materials and all written, printed, graphic, electronic, audio or video matter, including, but not limited to, journal advertisements, sales aids, formulary binders, reprints, direct mail, direct-to-consumer advertising, Internet postings, broadcast advertisements and sales reminder aids (for example, scratch pads, pens and other with all information concerning Purchasersuch items), Sellers, Company and their respective Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary used or intended for use by in connection with any statementpromotion, filingdistribution, notice marketing, advertising, importation, use, offer for sale, or application made by or on behalf sale of Purchaser, Sellers, Company or any of their respective Subsidiaries to any Governmental Entity in connection with the transactions contemplated by this AgreementProduct.
Appears in 2 contracts
Sources: Services Agreement (Pernix Therapeutics Holdings, Inc.), Services Agreement
Regulatory Matters. (a) Purchaser As promptly as practicable following the execution and each Seller delivery of this Agreement, EVBS and FCB shall (i) take, or cause to be taken, prepared and filed all actions required applications and filings with the Regulatory Authorities which are necessary or proper to comply with all legal requirements which contemplated for the obtaining of the Consents of the Regulatory Authorities or consummation of the Merger. Such applications and filings shall be in such form as may be imposed on prescribed by the respective government agencies and shall contain such party with respect to the transactions contemplated hereby, including, without limitation, obtaining any third party consent which information as they may be required to be obtained in connection with the transactions contemplated hereby and (ii) obtain (and cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity which is required or advisable to be obtained by Sellers or Purchaser, respectively, in connection with the transactions contemplated by this Agreementrequire. The parties hereto shall will cooperate with each other and promptly use their best efforts to prepare and file execute all necessary documentation, and to effect all applications, notices, petitions necessary or contemplated filings and filings (including, if required, notification under the HSR Act), to obtain as promptly as practicable all necessary or contemplated permits, consents, approvals approvals, rulings and authorizations of all government agencies and third parties and Governmental Entities which are necessary or advisable contemplated to consummate the transactions contemplated by this Agreement, including, without limitation, those required or contemplated from the Regulatory Authorities, and the shareholders of FCB and EVBS. Purchaser and Sellers Each of the parties shall have the right to review and approve in advance and, to the extent practicable, each will consult the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to Sellers, Company or Purchaser, as the case may be, and any of their respective Subsidiariesadvance, which appear in approval shall not be unreasonably withheld, any filing made with, or written materials material submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. For purposes of this Section 6.1(a), in taking each of the foregoing actions each party shall be required only to use commercially reasonable efforts (it being understood that Section 6.5 shall (i) supersede this Section 6.1 and (ii) apply with respect to all consents necessary under management, advisory, sub-advisory and similar contracts of Company and Company Subsidiary).
(b) Purchaser and Sellers shall, upon request, furnish each other with all information concerning Purchaser, Sellers, Company and their respective Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary in connection with any statement, filing, notice or application made by or on behalf of Purchaser, Sellers, Company or any of their respective Subsidiaries to any Governmental Entity government agencies in connection with the transactions contemplated by this Agreement.
(b) Each party hereto will furnish the other party with all information concerning itself, its Subsidiaries, directors, trustees, officers, shareholders and depositors, as applicable, and such other matters as may be necessary or advisable in connection with any statement or application made by or on behalf of any such party to any governmental body in connection with the transactions, applications or filings contemplated by this Agreement. Upon request, the parties hereto will promptly furnish each other with copies of written communications received by them or their respective Subsidiaries from, or delivered by any of the foregoing to, any governmental body in respect of the transactions contemplated hereby.
Appears in 2 contracts
Sources: Merger Agreement (First Capital Bancorp, Inc.), Merger Agreement (Eastern Virginia Bankshares Inc)
Regulatory Matters. (a) Purchaser From the date hereof through the consummation of the Offer (which shall include acceptance for payment of all Common Shares duly tendered), Buyer, Sub and each Seller shall (i) take, or cause to be taken, all actions necessary or proper to comply with all legal requirements which may be imposed on such party with respect to the transactions contemplated hereby, including, without limitation, obtaining any third party consent which may be required to be obtained in connection with the transactions contemplated hereby and (ii) obtain (and cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity which is required or advisable to be obtained by Sellers or Purchaser, respectively, in connection with the transactions contemplated by this Agreement. The parties hereto Company shall cooperate with each other and use their respective commercially reasonable efforts promptly to prepare and file all necessary documentationdocumentation with, and to effect all applications, notices, petitions and filings (including, if required, notification under the HSR Act), to obtain as promptly as practicable all permitsLicenses and Permits of, consents, approvals and authorizations of all third parties and Governmental Entities Authorities which are necessary or advisable to consummate the transactions contemplated by this Agreement, including any filings under the HSR Act. Purchaser Buyer and Sellers the Company shall have the right to review in advance andadvance, to the extent practicable, each will and shall consult with the other on, in each case subject to applicable any laws relating to the exchange of information, all the information relating to Sellers, the Company and any of its Subsidiaries or PurchaserBuyer, as the case may be, and any of their respective SubsidiariesAffiliates, which appear in any filing made with, or written materials submitted to, any third party or any Governmental Entity Authority in connection with the transactions contemplated by this Agreement. For purposes of this Section 6.1(a), in taking The parties hereto agree that they will consult with each of the foregoing actions each party shall be required only to use commercially reasonable efforts (it being understood that Section 6.5 shall (i) supersede this Section 6.1 and (ii) apply other with respect to the obtaining of all consents Licenses and Permits of all third parties and Governmental Authorities necessary under management, advisory, sub-advisory and similar contracts of Company and Company Subsidiary).
(b) Purchaser and Sellers shall, upon request, furnish each other with all information concerning Purchaser, Sellers, Company and their respective Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary in connection with any statement, filing, notice or application made by or on behalf of Purchaser, Sellers, Company or any of their respective Subsidiaries advisable to any Governmental Entity in connection with consummate the transactions contemplated by this Agreement, and each party shall keep the other apprised of the status of matters relating to completion of the transactions contemplated herein. The party responsible for any such filing shall promptly deliver to the other party evidence of the filing of all applications, filings, registrations and notifications relating thereto, and the filing of any supplement, amendment or item of additional information in connection therewith. The party responsible for a filing shall also promptly deliver to the other party a copy of each material notice, order, opinion and other item of correspondence received by such filing party from any Governmental Authority in respect of any such application. In exercising the foregoing rights and obligations, Buyer and the Company shall act reasonably and as promptly as practicable.
(b) Buyer has made Form A filings with the insurance departments of the States of California, Pennsylvania and Connecticut with respect to the transactions contemplated hereby. Buyer shall promptly make any and all other filings and submissions of information with such insurance departments which are required or requested by such insurance departments in order to obtain the approvals required by such insurance departments to consummate the transactions contemplated hereby. The Company agrees to furnish Buyer with such necessary information and reasonable assistance as Buyer may reasonably request in connection with its preparation of such Form A filings and other filings or submissions. Buyer shall keep the Company fully apprised of its actions with respect to all such filings and submissions and shall provide the Company with copies of such Form A filings and other filings or submissions.
Appears in 2 contracts
Sources: Merger Agreement (Gryphon Holdings Inc), Merger Agreement (Gryphon Holdings Inc)
Regulatory Matters. (a) Purchaser Subject to the terms and each Seller conditions set forth in this Agreement, CenterState and HBC shall, and shall (i) cause their respective Subsidiaries to, use commercially reasonable best efforts to take, or cause to be taken, all actions necessary actions, and to do, or proper to comply with all legal requirements which may be imposed on such party with respect to the transactions contemplated hereby, including, without limitation, obtaining any third party consent which may be required cause to be obtained in connection with the transactions contemplated hereby done, and (ii) obtain (to assist and cooperate with the other party Party in doing, all things necessary, proper or advisable to obtainconsummate and make effective the transactions contemplated by this Agreement, including (i) any consentthe satisfaction of the conditions precedent to the obligations of HBC (in the case of CenterState) or CenterState (in the case of HBC) to the Merger, authorization(ii) the obtaining of all necessary consents or waivers from third parties, order (iii) the obtaining of all necessary actions or approval ofno-actions, waivers, consents, authorizations, permits, orders and approvals from, or any exemption by, any Governmental Entity which is required Entities and the taking of all commercially reasonable steps as may be necessary to obtain an approval or advisable waiver from, or to be obtained avoid an action or proceeding by Sellers or Purchaserany Governmental Entity, respectively, in connection with and (iv) the transactions contemplated by execution and delivery of any additional instruments necessary to consummate the Merger and to fully carry out the purposes of this Agreement. The parties hereto Parties shall cooperate with each other and use their respective commercially reasonable best efforts to promptly prepare and file file, and cause their respective Subsidiaries to prepare and file, all necessary documentation, and to effect all applications, notices, petitions and filings (including, if required, notification under the HSR Act)filings, to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which that are necessary or advisable to consummate the transactions contemplated by this AgreementAgreement (including the Merger and the Bank Merger), and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such third parties or Governmental Entities. Purchaser In furtherance (but not in limitation) of the foregoing, CenterState shall, and Sellers shall cause CenterState Bank of Florida, N.A. to, use commercially reasonable best efforts to file any required applications, notices or other filings with the FRB, the OCC and applicable state banking agencies within sixty (60) days of the date hereof. HBC and CenterState shall have the right to review in advance advance, and, to the extent practicable, each will consult the other on, in each case subject to applicable laws relating to the exchange confidentiality of information, all the information relating to Sellers, Company HBC or PurchaserCenterState, as the case may be, and any of their respective Subsidiaries, which that appear in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. For purposes of this Section 6.1(a)In exercising the foregoing right, in taking each of the foregoing actions Parties shall act reasonably and as promptly as practicable. The Parties shall consult with each party shall be required only to use commercially reasonable efforts (it being understood that Section 6.5 shall (i) supersede this Section 6.1 and (ii) apply other with respect to the obtaining of all consents permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary under managementor advisable to consummate the transactions contemplated by this Agreement, advisoryand each Party will keep the other apprised of the status of matters relating to completion of the transactions contemplated by this Agreement. The Parties shall promptly deliver to each other copies of all filings, sub-advisory orders and similar contracts of Company correspondence to and Company Subsidiary)from all Governmental Entities in connection with the transactions contemplated by this Agreement.
(b) Purchaser Each of CenterState and Sellers HBC shall, upon request, furnish each to the other with all information concerning Purchaseritself, Sellers, Company and their respective its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement, or any other statement, filing, notice or application made by or on behalf of PurchaserCenterState, Sellers, Company HBC or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger, the Bank Merger or any other transactions contemplated by this Agreement.
(c) Each of CenterState and HBC shall promptly advise the other upon receiving any communication from any Governmental Entity the consent or approval of which is required for consummation of the transactions contemplated by this Agreement that causes such Party to believe that there is a reasonable likelihood that any Requisite Regulatory Approval will not be obtained or that the receipt of any such approval may be delayed.
(d) Notwithstanding the obligations of CenterState in this Section 6.1 or anything in this Agreement to the contrary, in no event shall CenterState be required in connection with obtaining any Requisite Regulatory Approval to (i) maintain capital ratios greater than those set forth in Section 6.1(d) of the CenterState Disclosure Schedule, (ii) maintain a classified assets ratio lower than that set forth in Section 6.1(d) of the CenterState Disclosure Schedule, (iii) agree to originate any loans or make any payments to any one or more third parties other than pursuant to contracts or commitments in effect as of the date hereof or as required or contemplated by this Agreement, (iv) raise common equity capital at the holding company or bank level, in an amount that, or (v) agree to any material strategic operational restriction, which, in the case of each of subsections (i) through (v), would reduce the economic benefits of the transactions contemplated by this Agreement to CenterState to such a degree that CenterState would not have entered into this Agreement had such condition been known to it at the date hereof (each of the foregoing is referred to as a “Materially Burdensome Regulatory Condition”).
Appears in 1 contract
Regulatory Matters. (a) Purchaser and each Seller The Parties shall (i) take, or cause to be taken, all actions necessary or proper to comply with all legal requirements which may be imposed on such party with respect to the transactions contemplated hereby, including, without limitation, obtaining any third party consent which may be required to be obtained in connection with the transactions contemplated hereby and (ii) obtain (and cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity which is required or advisable to be obtained by Sellers or Purchaser, respectively, in connection with the transactions contemplated by this Agreement. The parties hereto shall reasonably cooperate with each other and use their respective commercially reasonable efforts to promptly prepare and file all necessary documentation, and to effect all applications, notices, petitions and filings (including, if required, notification under the HSR Act)filings, to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which Authorities that are necessary or advisable to consummate the Merger and the other transactions contemplated by this Agreement as promptly as practicable, and to comply with the terms and conditions of all such permits, consents, approvals, and authorizations of all such third parties or Governmental Authorities; provided, however, any initial filings with Governmental Authorities in connection with the Merger shall be made by Parent and Citizens within forty-five (45) calendar days after the date hereof. Each of Parent and Suncrest shall, upon request, furnish to the other all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with any statement, filing, notice or application made by or on behalf of Parent, Suncrest or any of their respective Subsidiaries to any Governmental Authority in connection with the Merger and the other transactions contemplated by this Agreement. Purchaser Suncrest and Sellers Parent shall have the right to review in advance and, to the extent practicable, each will consult the other on, in each case subject to applicable laws relating to the exchange of informationLaws, all the non-confidential information relating to Sellers, Company Suncrest or PurchaserParent (excluding any confidential financial information relating to individuals), as the case may be, and any of their respective Subsidiaries, which that appear in any filing made with, or written materials submitted to, any third party or any Governmental Entity Authority in connection with the transactions contemplated by this Agreement. For purposes of this Section 6.1(a)In exercising the foregoing right, in taking each of the foregoing actions Parties shall act reasonably and as promptly as practicable. The Parties shall consult with each party shall be required only to use commercially reasonable efforts (it being understood that Section 6.5 shall (i) supersede this Section 6.1 and (ii) apply other with respect to the obtaining of all consents permits, consents, approvals and authorizations (collectively the “Approvals”) of all third parties and Governmental Authorities necessary under management, advisory, sub-advisory or advisable to consummate the Merger and similar contracts the other transactions contemplated by this Agreement and each Party will keep the other reasonably apprised of Company the status of matters relating to such Approvals and Company Subsidiary).
(b) Purchaser the completion of the Merger and Sellers shall, upon request, furnish each the other with all information concerning Purchaser, Sellers, Company and their respective Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary in connection with any statement, filing, notice or application made by or on behalf of Purchaser, Sellers, Company or any of their respective Subsidiaries to any Governmental Entity in connection with the transactions contemplated by this Agreement.
(b) Notwithstanding the foregoing, nothing contained herein shall be deemed to require Parent or any of its Subsidiaries to take any action, or commit to take any action, or agree to any condition or restriction, in connection with obtaining the foregoing permits, consents, approvals and authorizations of Governmental Authorities that would reasonably be likely, in each case following the Effective Time (but regardless when the action, condition or restriction is to be taken or implemented), to (i) have a Parent Material Adverse Effect or (ii) require Parent, Citizens or the Surviving Corporation to increase its capital levels or accept any restrictions on its ability to operate its businesses in each case that would materially reduce the economic benefits of the transactions contemplated hereby to Parent and Citizens to such a degree that Parent and Citizens, in good faith after consultation with Suncrest, would not have entered into this Agreement had such conditions, restrictions or requirements been known at the date hereof (any of clauses (i) or (ii), a “Materially Burdensome Regulatory Condition”).
(c) From and after the date hereof until the earlier of the Effective Time or termination of this Agreement pursuant to Article 8, (i) the Parties shall use their respective commercially reasonable efforts to comply in all material respects with any commitments or obligations under any Regulatory Agreement or CRA Agreement, and shall exercise their commercially reasonable efforts to resolve any unresolved violation, criticism or exception thereunder; (ii) to the extent permitted by applicable Law, the Parties shall keep each other informed of the status and progress of its compliance with any such CRA-related commitments or obligations; (iii) each Party shall promptly provide the other Parties of any notice, or other Knowledge of such Party, of any planned or threatened objection by any community group to the transactions contemplated hereby; and (iv) each Party shall cooperate with the other Parties to address and resolve any such protests as promptly as practicable, including by providing access to such information and employees of such Party as another Party may reasonably request.
Appears in 1 contract
Regulatory Matters. (a) Purchaser The Company shall promptly prepare and each Seller file with the SEC the Proxy Statement and Parent shall (i) takepromptly prepare and file with the SEC the S-4, in which the Proxy Statement will be included as a prospectus. Each of the Company and Parent shall use its reasonable best efforts to have the S-4 declared effective under the Securities Act as promptly as practicable after such filing, and the Company shall thereafter mail the Proxy Statement to its stockholders. Parent shall also use its reasonable best efforts to obtain as promptly as practicable all necessary state securities law or cause to be taken, all actions necessary or proper to comply with all legal requirements which may be imposed on such party with respect to the transactions contemplated hereby, including, without limitation, obtaining any third party consent which may be “Blue Sky” permits and approvals required to be obtained in connection with the transactions contemplated hereby and (ii) obtain (and cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity which is required or advisable to be obtained by Sellers or Purchaser, respectively, in connection with carry out the transactions contemplated by this Agreement. .
(b) The parties hereto shall cooperate with each other and use their reasonable best efforts to promptly prepare and file all necessary documentation, and to effect all applications, notices, petitions and filings (includingfilings, if required, notification under the HSR Act), and to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this AgreementAgreement (including the Merger and the Bank Merger). Purchaser The Company and Sellers Parent shall have the right to review in advance andadvance, and to the extent practicable, practicable each will consult the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to Sellers, the Company or PurchaserParent, as the case may be, and any of their respective Subsidiaries, which appear appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. For purposes of this Section 6.1(a)In exercising the foregoing right, in taking each of the foregoing actions parties hereto shall act reasonably and as promptly as practicable. The parties hereto agree that they will consult with each party shall be required only to use commercially reasonable efforts (it being understood that Section 6.5 shall (i) supersede this Section 6.1 and (ii) apply other with respect to the obtaining of all consents permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary under management, advisory, sub-advisory or advisable to consummate the transactions contemplated by this Agreement and similar contracts each party will keep the other apprised of Company and Company Subsidiary)the status of matters relating to completion of the transactions contemplated herein.
(bc) Purchaser Parent and Sellers the Company shall, upon request, furnish each other with all information concerning Purchaserthemselves, Sellers, Company and their respective Subsidiaries, directors, officers and shareholders stockholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement, the S-4 or any other statement, filing, notice or application made by or on behalf of PurchaserParent, Sellers, the Company or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement.
(d) Parent and the Company shall promptly furnish each other with copies of written communications received by Parent or the Company, as the case may be, or any of their respective Subsidiaries, Affiliates or Associates (as such terms are defined in Rule 12b-2 under the Exchange Act as in effect on the date of this Agreement) from, or delivered by any of the foregoing to, any Governmental Entity in respect of the transactions contemplated hereby.
Appears in 1 contract
Regulatory Matters. (a) Purchaser Each of Mackinac and each Seller Peninsula shall, and shall cause its Subsidiaries to, use their respective reasonable best efforts to (i) take, or cause to be taken, and assist and cooperate with the other party in taking, all actions necessary necessary, proper or proper advisable to comply promptly with all legal requirements which may be imposed on such party with respect to the transactions contemplated hereby, including, without limitation, including obtaining any third third-party consent which or waiver that may be required to be obtained in connection with the transactions contemplated hereby, and, subject to the conditions set forth in Article VII, to consummate the transactions contemplated hereby (including, for purposes of this Section 6.1, actions required in order to continue any contract or agreement of Peninsula or its Subsidiaries following the Closing or to avoid any penalty or other fee under such contracts and agreements, in each case arising in connection with the transactions contemplated hereby) and (ii) obtain (and assist and cooperate with the other party to obtainin obtaining) any action, nonaction, permit, consent, authorization, order order, clearance, waiver or approval of, or any exemption by, any Governmental Entity which that is required or advisable to be obtained by Sellers or Purchaser, respectively, in connection with the transactions contemplated by this AgreementAgreement (collectively, the “Regulatory Approvals”). The parties hereto shall cooperate with each other and promptly prepare and file file, as promptly as practicable after the date hereof, all necessary documentation, and to effect all applications, notices, petitions and filings (including, if required, notification under the HSR Act)filings, to obtain as promptly as practicable all actions, nonactions, permits, consents, authorizations, orders, clearances, waivers or approvals and authorizations of all third parties and Governmental Entities which that are necessary or advisable to consummate the transactions contemplated by this Agreement, including the Regulatory Approvals. Purchaser Without limiting the generality of the forgoing, Mackinac and Sellers MergerSub will use commercially reasonable efforts to file the required applications seeking approval of the Merger with the Federal Reserve, the FDIC and the DIFS no later than 45 days from the date hereof. Each of Mackinac and Peninsula shall have use their reasonable best efforts to resolve any objections that may be asserted by any Governmental Entity with respect to this Agreement or the right to review transactions contemplated by this Agreement. Notwithstanding anything set forth in advance andthis Agreement, under no circumstances shall Mackinac or MergerSub be required, and Peninsula and its Subsidiaries shall not be permitted (without Mackinac’s written consent in its sole discretion), to take any action, or commit to take any action, or agree to any condition or restriction, involving Mackinac, Peninsula or their respective Subsidiaries pursuant to this Section 6.1 or otherwise in connection with obtaining the extent practicableforegoing actions, each will consult nonactions, permits, consents, authorizations, orders, clearances, waivers or approvals, that would have, or would be reasonably likely to have, individually or in the other onaggregate, a Material Adverse Effect or a Mackinac Material Adverse Effect in respect of Mackinac, or Peninsula and its Subsidiaries taken as a whole, in each case subject measured on a scale relative to Peninsula and its Subsidiaries taken as a whole (a “Materially Burdensome Regulatory Condition”); provided that, if requested by Mackinac, then Peninsula and its Subsidiaries will take or commit to take any such action, or agree to any such condition or restriction, so long as such action, commitment, agreement, condition or restriction is binding on Peninsula and its Subsidiaries only in the event the Closing occurs.
(b) Subject to applicable laws Laws relating to the exchange of information, all the information relating to Sellers, Company or Purchaser, as the case may be, Mackinac and any of their respective Subsidiaries, which appear in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. For purposes of this Section 6.1(a), in taking each of the foregoing actions each party shall be required only to use commercially reasonable efforts (it being understood that Section 6.5 shall (i) supersede this Section 6.1 and (ii) apply with respect to all consents necessary under management, advisory, sub-advisory and similar contracts of Company and Company Subsidiary).
(b) Purchaser and Sellers Peninsula shall, upon request, furnish each other with all information concerning PurchaserMackinac, Sellers, Company Peninsula and their respective Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary in connection with any statement, filing, notice or application made by or on behalf of PurchaserMackinac, Sellers, Company Peninsula or any of their respective Subsidiaries to any Governmental Entity in connection with the transactions contemplated by this Agreement. Mackinac and Peninsula shall have the right to review in advance and, to the extent practicable, each will consult the other on, in each case subject to applicable Laws relating to the exchange of information, any filing made or proposed to be made with, or written materials submitted or proposed to be submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto shall act reasonably and as promptly as practicable.
(c) Subject to applicable Law (including applicable Laws relating to the exchange of information), Peninsula and Mackinac shall keep each other apprised of the status of matters relating to the completion of the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, subject to applicable Law, (i) each of Mackinac and Peninsula shall promptly furnish the other with copies of notices or other communications received by it or any of its Subsidiaries (or written summaries of communications received orally), from any third party or Governmental Entity with respect to the transactions contemplated by this Agreement, (ii) each of Mackinac and Peninsula shall provide the other a reasonable opportunity to review in advance, and to the extent practicable accept the reasonable comments of the other in connection with, any proposed nonconfidential written communication to, including any filings with, any Governmental Entity, in each case subject to applicable Laws relating to the exchange of information and (iii) Peninsula shall consider in good faith Mackinac’s views with respect to, and confer in good faith with Mackinac to resolve, any disagreement as to strategy with respect to any communication by Peninsula or any of its Subsidiaries with any Governmental Entity or third party relating to the transactions contemplated by this Agreement. Peninsula shall not, and shall cause its Subsidiaries to not, participate in any meeting or substantive discussion, either in person or by telephone, with any Governmental Entity in connection with the proposed transactions unless it consults with Mackinac in advance and, to the extent not prohibited by applicable Law, gives Mackinac the opportunity to attend and participate. Any such disclosures or rights to participate may be made on an outside counsel-only basis to the extent required under applicable Law.
Appears in 1 contract
Regulatory Matters. (a) Purchaser shall promptly prepare and each Seller file with the SEC, and Company shall (i) takecooperate in the preparation of, the Form S-4, in which the Proxy Statement will be included as a prospectus. Purchaser shall use its commercially reasonable efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing, and Company shall thereafter mail or cause deliver the Proxy Statement to be taken, Company shareholders. Purchaser shall also use its commercially reasonable efforts to obtain all actions necessary state securities Law or proper to comply with all legal requirements which may be imposed on such party with respect to the transactions contemplated hereby, including, without limitation, obtaining any third party consent which may be “Blue Sky” permits and approvals required to be obtained in connection with the transactions contemplated hereby and (ii) obtain (and cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity which is required or advisable to be obtained by Sellers or Purchaser, respectively, in connection with carry out the transactions contemplated by this Agreement. , and Company shall furnish all information concerning Company and the holders of Company Common Shares as may be reasonably requested in connection with any such action.
(b) The parties hereto shall cooperate with each other and use their respective commercially reasonable efforts to promptly prepare and file all necessary documentation, and to effect all applications, notices, petitions and filings (including, if required, notification under the HSR Act)filings, to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which that are necessary or advisable to consummate the transactions contemplated by this AgreementAgreement (including the Merger and the Bank Merger), and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such third parties or Governmental Entities. Company and Purchaser and Sellers shall have the right to review in advance advance, and, to the extent practicable, each will consult the other on, in each case subject to applicable laws relating to the exchange of informationLaws, all the information relating to Sellers, Company or Purchaser, as the case may be, and any of their respective Subsidiaries, which that appear in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. For purposes of this Section 6.1(a)In exercising the foregoing right, in taking each of the foregoing actions parties shall act reasonably and as promptly as practicable. The parties shall consult with each party shall be required only to use commercially reasonable efforts (it being understood that Section 6.5 shall (i) supersede this Section 6.1 and (ii) apply other with respect to the obtaining of all consents permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary under managementor advisable to consummate the transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated by this Agreement. Each party shall consult with the other in advance of any meeting or conference with any Governmental Entity and to the extent permitted by such Governmental Entity, advisorygive the other party and/or its counsel the opportunity to attend and participate in such meetings and conferences. Notwithstanding anything contained herein to the contrary, sub-advisory in no event shall the foregoing or any other provision of this Agreement require Purchaser or Company to take or commit to take any actions in connection with obtaining such consents, approvals and similar contracts of authorizations, or agree to or suffer any condition or restriction on Purchaser, Company and Company Subsidiary)or the Surviving Corporation in connection therewith, that would or could reasonably be expected to have a material adverse effect (measured on a scale relative to Company) on Purchaser or Company.
(bc) Each of Purchaser and Sellers Company shall, upon request, furnish each to the other with all information concerning Purchaseritself, Sellers, Company and their respective its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement, the Form S-4 or any other statement, filing, notice or application made by or on behalf of Purchaser, Sellers, Company or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger, the Bank Merger and the other transactions contemplated by this Agreement. Each of Purchaser and Company agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (i) the Form S-4 will, at the time the Form S-4 and each amendment or supplement thereto, if any, becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) the Proxy Statement and any amendment or supplement thereto will, at the date of mailing to shareholders and at the time of the Company Shareholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) the Proxy Statement and any amendment or supplement thereto will, at the date of mailing to shareholders and at the time of the Company Shareholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which such statement was made, not misleading. Each of Purchaser and Company further agrees that if it becomes aware that any information furnished by it would cause any of the statements in the Form S-4 or the Proxy Statement to be false or misleading with respect to any material fact, or to omit to state any material fact required to be stated therein or necessary to make the statements therein not false or misleading, to promptly inform the other party thereof and to take appropriate steps to correct the Form S-4 or the Proxy Statement.
(d) Each of Purchaser and Company shall promptly advise the other upon receiving any communication from any Governmental Entity the consent or approval of which is required for consummation of the transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that any Requisite Regulatory Approval will not be obtained or that the receipt of any such approval may be materially delayed.
Appears in 1 contract
Regulatory Matters. (a) Purchaser Buyer shall promptly prepare and each file with the SEC the Form S-4. Buyer shall use its reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. Seller shall (i) take, prepare and thereafter mail or cause deliver the Proxy Statement to be taken, its shareholders at least 30 days before the Special Shareholder Meeting. Buyer shall also use its reasonable best efforts to obtain all actions necessary state securities law or proper to comply with all legal requirements which may be imposed on such party with respect to the transactions contemplated hereby, including, without limitation, obtaining any third party consent which may be “Blue Sky” permits and approvals required to be obtained in connection with the transactions contemplated hereby and (ii) obtain (and cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity which is required or advisable to be obtained by Sellers or Purchaser, respectively, in connection with carry out the transactions contemplated by this Agreement. , and Seller shall furnish all information concerning Seller and the holders of Seller Common Stock as may be reasonably requested in connection with any such action.
(b) The parties hereto Parties shall cooperate with each other and use their respective reasonable best efforts to promptly prepare and file all necessary documentation, and to effect all applications, notices, petitions and filings (including, if required, notification under the HSR Act)filings, to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which that are necessary or advisable to consummate the transactions contemplated by this AgreementAgreement (including the Merger), and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such third parties or Governmental Entities. Purchaser Seller and Sellers Buyer shall have the right to review in advance advance, and, to the extent practicable, each will consult the other on, in each case subject to applicable laws relating to the exchange confidentiality of information, all the information relating to Sellers, Company Seller or PurchaserBuyer, as the case may be, and any of their respective Subsidiaries, which appear that appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. For purposes of this Section 6.1(a)In exercising the foregoing right, in taking each of the foregoing actions Parties shall act reasonably and as promptly as practicable. The Parties shall consult with each party shall be required only to use commercially reasonable efforts (it being understood that Section 6.5 shall (i) supersede this Section 6.1 and (ii) apply other with respect to the obtaining of all consents permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary under managementor advisable to consummate the transactions contemplated by this Agreement and each Party will keep the other apprised of the status of matters relating to completion of the transactions contemplated by this Agreement. Notwithstanding the foregoing, advisorynothing contained herein shall be deemed to require Buyer to take any action, sub-advisory or commit to take any action, or agree to any condition or restriction, in connection with obtaining the foregoing permits, consents, approvals and similar contracts authorizations of Company and Company Subsidiarythird parties or Governmental Entities, that would reasonably be expected to have a Material Adverse Effect on either Buyer or Seller (a “Materially Burdensome Regulatory Condition”).
(bc) Purchaser Each of Buyer and Sellers Seller shall, upon request, furnish each to the other with all information concerning Purchaseritself, Sellers, Company and their respective its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement, the Form S-4 or any other statement, filing, notice or application made by or on behalf of PurchaserBuyer, Sellers, Company Seller or any of their respective Subsidiaries to any Governmental Entity Regulatory Agency in connection with the Merger and the other transactions contemplated by this Agreement.
(d) Each of Buyer and Seller, and any of their respective Subsidiaries, shall promptly advise the other upon receiving any communication from any Governmental Entity the consent or approval of which is required for consummation of the transactions contemplated by this Agreement that causes such Party to believe that there is a reasonable likelihood that any such consent or approval will not be obtained or that the receipt of any such approval may be materially delayed.
Appears in 1 contract
Sources: Merger Agreement (BNC Bancorp)
Regulatory Matters. (a) Purchaser Parent shall promptly prepare and each Seller file with the SEC the S-4, in which the Proxy Statement will be included as a prospectus. Each of the Bank and Parent shall (i) takeuse its reasonable best efforts to have the S-4 declared effective under the Securities Act as promptly as practicable after such filing, and the Bank shall thereafter mail the Proxy Statement to its shareholders. Parent shall also use its reasonable best efforts to obtain as promptly as practicable all necessary state securities law or cause to be taken, all actions necessary or proper to comply with all legal requirements which may be imposed on such party with respect to the transactions contemplated hereby, including, without limitation, obtaining any third party consent which may be “Blue Sky” permits and approvals required to be obtained in connection with the transactions contemplated hereby and (ii) obtain (and cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity which is required or advisable to be obtained by Sellers or Purchaser, respectively, in connection with carry out the transactions contemplated by this Agreement. .
(b) The parties hereto shall cooperate with each other and use their reasonable best efforts to promptly prepare and file all necessary documentation, and to effect all applications, notices, petitions and filings (includingfilings, if required, notification under the HSR Act), and to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this AgreementAgreement (including the Merger). Purchaser The Bank and Sellers Parent shall have the right to review in advance andadvance, and to the extent practicable, practicable each will consult the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to Sellers, Company the Bank or PurchaserParent, as the case may be, and any of their respective Subsidiaries, which appear appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. For purposes of this Section 6.1(a)In exercising the foregoing right, in taking each of the foregoing actions parties hereto shall act reasonably and as promptly as practicable. The parties hereto agree that they will consult with each party shall be required only to use commercially reasonable efforts (it being understood that Section 6.5 shall (i) supersede this Section 6.1 and (ii) apply other with respect to the obtaining of all consents permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary under management, advisory, sub-advisory or advisable to consummate the transactions contemplated by this Agreement and similar contracts each party will keep the other apprised of Company and Company Subsidiary)the status of matters relating to completion of the transactions contemplated herein.
(bc) Purchaser Parent and Sellers the Bank shall, upon request, furnish each other with all information concerning Purchaserthemselves, Sellers, Company and their respective Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement, the S-4 or any other statement, filing, notice or application made by or on behalf of Purchaserparent, Sellers, Company the Bank or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement.
(d) Parent and the Bank shall promptly furnish each other with copies of written communications received by Parent or the Bank, as the case may be, or any of their respective Subsidiaries, affiliates or associates (as such terms are defined in Rule 12b-2 under the Exchange Act as in effect on the date of this Agreement) from, or delivered by any of the foregoing to, any Governmental Entity in respect of the transactions contemplated hereby.
Appears in 1 contract
Regulatory Matters. (a) Purchaser The parties hereto shall (and shall cause their respective Affiliates to) cooperate with each other and each party shall use its commercially reasonable efforts to, as promptly as practicable after the date hereof, prepare and file (or cause to be prepared and filed) all applications, notices and filings with, and to obtain, as promptly as practicable after the date hereof, all consents, approvals and waivers of, all Governmental Authorities that are necessary to consummate, in a timely manner, the transactions contemplated by this Agreement and the Ancillary Agreements. The parties hereto agree to take all reasonable steps necessary to satisfy any conditions or requirements imposed by any Governmental Authority in connection with the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements. Further, and without limiting the generality of this Section 5.5 and Section 5.10, Buyer shall (and shall cause its Affiliates to) take any and all steps necessary to avoid or eliminate any impediment under any antitrust, competition, or trade regulation law that may be asserted by any Governmental Authority with respect to this Agreement or any Ancillary Agreement, or any transaction contemplated hereby or thereby, so as to make effective as promptly as practicable the transactions contemplated hereby. Without limiting the generality of the foregoing, each of Buyer and Seller shall (i) takeuse its commercially reasonable efforts to obtain the approvals and consents and make, or cause to be takenmade, all actions necessary the filings with, and provide, or proper to comply with all legal requirements which may be imposed on such party with respect to the transactions contemplated hereby, including, without limitation, obtaining any third party consent which may be required cause to be obtained in connection with provided, the transactions contemplated hereby and (ii) obtain (and cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption bynotices to, any Governmental Entity which is required or advisable Authority set forth in Exhibit C. Notwithstanding anything in this Agreement to be obtained by Sellers or Purchaser, respectivelythe contrary, in connection with no event will Buyer (or any of its Affiliates) be obligated to propose or agree to make any divestiture, accept any operational restriction, or take any other action that would be reasonably expected to limit the transactions contemplated by this Agreement. The parties hereto shall cooperate with each other right of Buyer or its Affiliates to own or operate all or any portion of their respective businesses or assets.
(b) Each of Seller and promptly prepare and file all necessary documentationBuyer (as applicable, and to effect all applications, notices, petitions and filings (including, if required, notification under the HSR Act), to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this Agreement. Purchaser and Sellers “Reviewing Party”) shall have the right to review in advance andadvance, to the extent practicable, each will consult and the other party (the “Filing Party”) shall consult with the Reviewing Party on, in each case subject to applicable laws relating to the exchange of information, all the information relating to Sellers, Company or Purchaser, as the case may be, and any of their respective Subsidiaries, which appear in any filing made with, or written materials submitted to, by the Filing Party to any third party or any Governmental Entity Authority in connection with this Agreement and the transactions contemplated hereby. Each of the parties hereto agrees that it will keep the other parties apprised in a timely manner of the status of matters referred to in Section 5.5(a). Each of the parties hereto agrees that none of the information regarding it or any of its Affiliates supplied or to be supplied by it or on its behalf in writing specifically for inclusion in any documents to be filed with any Governmental Authority in connection with this Agreement or the transactions contemplated hereby will, at the respective times such documents are filed with any Governmental Authority, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.
(c) Each party hereto shall promptly, to the extent permitted under applicable Law, advise the other party upon receiving any communication from any Governmental Authority relating to the transactions contemplated by this Agreement. For purposes of this Section 6.1(a), in taking each of Agreement or the foregoing actions each party shall be required only Ancillary Agreements or otherwise materially affecting its ability to use commercially reasonable efforts (it being understood that Section 6.5 shall (i) supersede this Section 6.1 and (ii) apply with respect to all consents necessary under management, advisory, sub-advisory and similar contracts of Company and Company Subsidiary)timely consummate the transactions contemplated hereby or thereby.
(bd) Purchaser and Sellers shallThis Section 5.5 shall not apply to the obtaining of Client consents, upon request, furnish each other with all information concerning Purchaser, Sellers, Company and their respective Subsidiaries, directors, officers and shareholders and such other matters as may which shall be reasonably necessary in connection with any statement, filing, notice or application made governed exclusively by or on behalf of Purchaser, Sellers, Company or any of their respective Subsidiaries to any Governmental Entity in connection with the transactions contemplated by this AgreementSection 5.2.
Appears in 1 contract
Regulatory Matters. (a) Purchaser The Company shall promptly prepare and file with the SEC the Proxy Statement and Parent shall promptly prepare and file with the SEC the S-4, in which the Proxy Statement will be included as a prospectus. Each of the Company and Parent shall use their reasonable best efforts to have the S-4 declared effective under the Securities Act as promptly as practicable after such filing, and the Company shall thereafter mail or deliver the Proxy Statement to its stockholders. Parent and the Company will promptly notify each Seller shall (i) takeother of the receipt of comments from the SEC and of any request by the SEC for amendments or supplements to the S-4 or the Proxy Statement or for additional information, and will promptly supply each other with copies of all correspondence between the parties and the SEC with respect thereto. If, at any time prior to the Effective Time, any event should occur relating to or affecting the Company, Parent or Merger Sub, or cause to their respective Subsidiaries, officers or directors, which event should be taken, all actions necessary described in an amendment or proper to comply with all legal requirements which may be imposed on such party with respect supplement to the transactions contemplated herebyS-4 or the Proxy Statement, includingthe parties promptly will inform each other and cooperate in preparing, without limitationfiling and having declared effective or clearing with the SEC and, obtaining any third party consent which may be if required by applicable federal or state securities laws, distributing to the Company's stockholders such amendment or supplement. Parent shall also use its reasonable best efforts to obtain all necessary state securities law or "blue sky" permits and approvals required to be obtained in connection with the transactions contemplated hereby and (ii) obtain (and cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity which is required or advisable to be obtained by Sellers or Purchaser, respectively, in connection with carry out the transactions contemplated by this Agreement. , and the Company shall furnish all information concerning the Company and the holders of Company Common Stock as may be reasonably requested in connection with any such action.
(b) The parties hereto shall cooperate with each other and use their reasonable best efforts to promptly prepare and file all necessary documentation, and to effect all applications, notices, petitions and filings (including, if required, notification under the HSR Act)filings, to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which that are necessary or advisable to consummate the transactions contemplated by this Agreement, and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such Governmental Entities. Purchaser The Company and Sellers Parent shall have the right to review in advance advance, and, to the extent practicable, each will consult the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to Sellers, Company Parent or Purchaserthe Company, as the case may be, and any of their respective Subsidiaries, which appear that appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement; provided, however, that either Parent or the Company, as applicable, may restrict the other's access to any documents or information to the extent that it reasonably concludes, after consultation with outside counsel, that (i) any legal provision of any Governmental Entity applicable to such party requires such party or its Subsidiaries to restrict access to any of its properties or information, (ii) providing such access would result in the loss of the attorney-client privilege, and (iii) such document discusses the pricing or dollar value of the transactions contemplated by this Agreement. For purposes In exercising the foregoing rights of this Section 6.1(a)review and consultation, in taking each of the foregoing actions parties hereto shall act reasonably and as promptly as practicable. The parties hereto agree that they will consult with each party shall be required only to use commercially reasonable efforts (it being understood that Section 6.5 shall (i) supersede this Section 6.1 and (ii) apply other with respect to the obtaining of all consents permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary under management, advisory, sub-advisory or advisable to consummate the transactions contemplated by this Agreement and similar contracts each party will keep the other apprised of Company and Company Subsidiary)the status of matters relating to completion of the transactions contemplated herein.
(bc) Purchaser The Company and Sellers Parent shall, upon request, furnish each other with all information concerning Purchaserthemselves, Sellers, Company and their respective Subsidiaries, directors, officers and shareholders stockholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement and the S-4 or any other statement, filing, notice or application made by or on behalf of Purchaserthe Company, Sellers, Company Parent or any of their respective Subsidiaries to any Governmental Entity in connection with the transactions contemplated by this Agreement.
(d) The Company and Parent shall promptly advise each other upon receiving any communication from any Governmental Entity whose consent or approval is required for consummation of the transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that any approval of such Governmental Entity will not be obtained or that the receipt of any such approval will be materially delayed.
Appears in 1 contract
Sources: Merger Agreement (Usa Interactive)
Regulatory Matters. (a) Purchaser shall promptly prepare and each Seller file with the SEC the Form S-4, in which the Proxy Statement will be included as a prospectus. Purchaser shall (i) takeprepare the Proxy Statement and Shore shall cooperate with Purchaser in the preparation of such Proxy Statement. Each of Shore and Purchaser shall use its reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing, and Shore shall thereafter mail the Proxy Statement to its shareholders. With Shore’s cooperation, Purchaser shall also use its reasonable best efforts to obtain all necessary state securities Law or cause to be taken, all actions necessary or proper to comply with all legal requirements which may be imposed on such party with respect to the transactions contemplated hereby, including, without limitation, obtaining any third party consent which may be “Blue Sky” permits and approvals required to be obtained in connection with the transactions contemplated hereby and (ii) obtain (and cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity which is required or advisable to be obtained by Sellers or Purchaser, respectively, in connection with carry out the transactions contemplated by this Agreement. , if any.
(b) The parties hereto Parties shall cooperate with each other and use their reasonable best efforts to promptly prepare and file all necessary documentation, and to effect all applications, notices, petitions and filings (includingfilings, if required, notification under the HSR Act), and to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which that are necessary or advisable to consummate the transactions contemplated by this AgreementAgreement (including without limitation the Merger). Shore and Purchaser and Sellers shall have the right to review in advance andadvance, and to the extent practicable, practicable each will consult the other on, in each case subject to applicable laws Laws relating to the exchange of information, all of the information relating to Sellers, Company Shore or Purchaser, as the case may be, and any of their respective Subsidiaries, which appear appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. For purposes of this Section 6.1(a)In exercising the foregoing right, in taking each of the foregoing actions Parties shall act reasonably and as promptly as practicable. The Parties agree that they will consult with each party shall be required only to use commercially reasonable efforts (it being understood that Section 6.5 shall (i) supersede this Section 6.1 and (ii) apply other with respect to the obtaining of all consents permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary under management, advisory, sub-advisory or advisable to consummate the transactions contemplated by this Agreement and similar contracts each Party will keep the other apprised of Company and Company Subsidiary)the status of matters relating to completion of the transactions contemplated herein.
(bc) Purchaser and Sellers Shore shall, upon request, furnish each other with all information concerning Purchaserthemselves, Sellers, Company and their respective Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement, the Form S-4, any filing pursuant to Rule 165 or Rule 425 under the Securities Act and any other statement, filing, notice or application made by or on behalf of Purchaser, Sellers, Company Shore or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement (collectively, the “Filing Documents”). Purchaser agrees promptly to advise Shore if, at any time prior to the Shore Shareholders’ Meeting, any information provided by Purchaser for the Filing Documents becomes incorrect or incomplete in any material respect and promptly to provide Shore with the information needed to correct such inaccuracy or omission. Purchaser shall promptly furnish Shore with such supplemental information as may be necessary in order to cause the Filing Documents, insofar as they relate to Purchaser and its Subsidiaries, to comply with all applicable legal requirements. Shore agrees promptly to advise Purchaser if, at any time prior to the Shore Shareholders’ Meeting, any information provided by Shore for the Filing Documents becomes incorrect or incomplete in any material respect and promptly to provide Purchaser with the information needed to correct such inaccuracy or omission. Shore shall promptly furnish Purchaser with such supplemental information as may be necessary in order to cause the Filing Documents, insofar as they relate to Shore and the Shore Subsidiaries, to comply with all applicable legal requirements.
(d) Purchaser and Shore shall promptly furnish each other with copies of written communications received by Purchaser or Shore, as the case may be, or any of their respective Subsidiaries, affiliates or associates (as such terms are defined in Rule 12b-2 under the Exchange Act as in effect on the date of this Agreement) from, or delivered by any of the foregoing to, any Governmental Entity in respect of the transactions contemplated hereby.
(e) Shore shall engage a proxy solicitor reasonably acceptable to Purchaser to assist Shore in obtaining the approval of Shore’s shareholders of this Agreement and the transactions contemplated hereby.
Appears in 1 contract
Regulatory Matters. (a) Purchaser Buyer shall promptly cooperate with Seller in the preparation and each filing of the Proxy Statement relating to the meeting of shareholders of Seller shall (i) take, or cause to be taken, all actions necessary or proper held pursuant to comply with all legal requirements which may be imposed on such party with respect to the transactions contemplated hereby, including, without limitation, obtaining any third party consent which may be required to be obtained in connection with the transactions contemplated hereby and (ii) obtain (and cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity which is required or advisable to be obtained by Sellers or Purchaser, respectively, in connection with the transactions contemplated by Section 5.2 of this Agreement. Seller shall use its reasonable best efforts to have the Proxy Statement approved for mailing in definitive form as promptly as practicable and thereafter Seller shall promptly mail to its shareholders the Proxy Statement.
(b) The parties hereto shall cooperate with each other and use their reasonable best efforts to promptly prepare and file within 45 days after the date hereof or as soon thereafter as is reasonably practicable, all necessary documentation, and to effect all applications, notices, petitions and filings (includingfilings, if required, notification under the HSR Act), and to obtain as promptly as practicable all permits, consents, approvals and authorizations of all Governmental Entities and third parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this Agreement. Purchaser Buyer and Sellers Seller shall have the right to review in advance andadvance, and to the extent practicable, practicable each will consult with the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to Sellers, Company or Purchaser, as the case may be, and any of their respective Subsidiaries, which appear appears in any filing made with, with or written materials submitted to, to any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. For purposes of this Section 6.1(a)In exercising the foregoing right, in taking each of the foregoing actions parties hereto shall act reasonably and as promptly as practicable. The parties hereto agree that they will consult with each party shall be required only to use commercially reasonable efforts (it being understood that Section 6.5 shall (i) supersede this Section 6.1 and (ii) apply other with respect to the obtaining of all consents permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary under managementor advisable to consummate the transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated herein. The parties hereto agree that they will use their reasonable best efforts to cause the Closing Date to occur by June 30, advisory, sub-advisory and similar contracts of Company and Company Subsidiary)2001.
(bc) Purchaser Buyer and Sellers Seller shall, upon request, furnish each other with all information concerning Purchaserthemselves, Sellers, Company and their respective Subsidiaries, directorsdirectors and officers, officers and the shareholders of Seller and such other matters as may be reasonably necessary or advisable in connection with any statement, filing, notice or application made by or on behalf of PurchaserBuyer, SellersBuyer Bank, Company Merger Sub, Seller or any of their respective Subsidiaries Seller Bank to any Governmental Entity in connection with the transactions contemplated hereby.
(d) Buyer and Seller shall promptly furnish each other with copies of written communications received by this AgreementBuyer or Seller, as the case may be, or any of their respective Subsidiaries from, or delivered by any of the foregoing to, any Governmental Entity in respect of the transactions contemplated hereby.
Appears in 1 contract
Regulatory Matters. (a) Purchaser As promptly as practicable after the date hereof, Parent shall prepare and each Seller shall file with the SEC the Registration Statement, which will contain (i) take, or cause to be taken, all actions necessary or proper to comply with all legal requirements which may be imposed on such party with respect the prospectus of Parent relating to the transactions contemplated herebyshares of Parent Common Stock (including shares of Parent Common Stock issuable pursuant to Company Options converted into Parent Options in accordance with Section 3.3, including, without limitation, obtaining any third party consent which may be required to be obtained in connection with and the transactions contemplated hereby conversion of Company Notes; and (ii) the proxy statement of the Company relating to the Stockholder Meeting (collectively, the “Proxy Statement/Prospectus”). Each of Parent and the Company shall use their respective reasonable efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and the Company shall thereafter promptly mail or deliver the Proxy Statement/Prospectus to its stockholders. Each of Parent and the Company shall use its reasonable efforts to obtain (all necessary state securities law or “Blue Sky” permits and cooperate with the other party approvals required to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity which is required or advisable to be obtained by Sellers or Purchaser, respectively, in connection with carry out the transactions contemplated by this Agreement. , and the Company shall furnish all information concerning the Company and the holders of the Company Common Stock as may be reasonably requested in connection with any such action.
(b) The parties hereto Parties shall cooperate with each other and use reasonable efforts to promptly prepare and file all necessary documentation, and to effect all applications, notices, petitions and filings (including, if required, notification under the HSR Act)filings, to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this Agreement, and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such Governmental Entities. Purchaser Parent and Sellers the Company shall have the right to review in advance advance, and, to the extent practicable, each will consult the other on, in each case subject to applicable laws relating to the exchange of material non-public information, all the information relating to Sellers, Company or Purchaser, as the case may be, and any of their respective Subsidiaries, which appear in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement, provided, that Parent or the Company may restrict access to such documents that discuss the pricing or valuation of the other Party or its businesses. For purposes of this Section 6.1(a)In exercising the foregoing right, in taking each of the foregoing actions Parties shall act reasonably, in good faith and as promptly as reasonably practicable. The Parties agree that they will consult with each party shall be required only to use commercially reasonable efforts (it being understood that Section 6.5 shall (i) supersede this Section 6.1 and (ii) apply other with respect to the obtaining of all consents permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary under management, advisory, sub-advisory or advisable to consummate the transactions contemplated by this Agreement and similar contracts each party will keep the other reasonably apprised of Company and Company Subsidiary)the status of matters relating to completion of the transactions contemplated herein.
(bc) Purchaser Parent and Sellers the Company shall, upon request, furnish each the other Parties with all information concerning Purchaserthemselves, Sellers, Company their Subsidiaries and their respective Subsidiaries’ affiliates, directors, officers and shareholders stockholders and such other matters as may be reasonably necessary for the preparation and filing in connection compliance with applicable legal requirements of the Proxy Statement/Prospectus, the Registration Statement or any other legally required statement, filing, notice or application made by or on behalf of Purchaser, Sellers, Parent or the Company or any of their respective Subsidiaries to any Governmental Entity in connection with the transactions contemplated by this Agreement.
(d) The Company and Parent shall, and Parent shall cause Merger Sub to, promptly advise the other Parties upon receiving any communication from any Governmental Entity whose consent or approval is required for consummation of the transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that any Requisite Regulatory Approval (as defined herein) will not be obtained or that the receipt of any such approval may be materially delayed. Subject to applicable laws relating to the exchange of material non-public information, such Party shall provide a copy of such communication to the other Party promptly upon request.
(e) The separation of Parent into two separate companies which is expected to occur in the second quarter of 2005 (the “Parent Spin-Off”) will not be effected in a manner that will jeopardize the status of the Merger as a reorganization within the meaning of Section 368(a) of the Code. Parent shall not take any action that, for federal income tax purposes, will cause the Parent Spin-Off to result in the recognition of material gain or loss by any Company stockholder as a result of any distribution with respect to shares of Parent Common Stock acquired by such Company shareholder in the Merger. Parent shall not effect or consummate the Parent Spin-Off until after the transactions contemplated by this Agreement shall have been consummated.
Appears in 1 contract
Sources: Merger Agreement (Ask Jeeves Inc)
Regulatory Matters. (a) Purchaser TSFG, with the cooperation of FLBK, shall promptly prepare and each Seller file with the SEC the S-4. Each of FLBK and TSFG shall (i) takeuse its reasonable best efforts to have the S-4 declared effective under the Securities Act as promptly as practicable after such filing, and FLBK shall thereafter mail the Proxy Statement/Prospectus to its shareholders. TSFG shall also use its reasonable best efforts to obtain all necessary state securities law or cause to be taken, all actions necessary or proper to comply with all legal requirements which may be imposed on such party with respect to the transactions contemplated hereby, including, without limitation, obtaining any third party consent which may be "Blue Sky" permits and approvals required to be obtained in connection with the transactions contemplated hereby and (ii) obtain (and cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity which is required or advisable to be obtained by Sellers or Purchaser, respectively, in connection with carry out the transactions contemplated by this Agreement. .
(b) The parties hereto shall cooperate with each other and use their reasonable best efforts to promptly prepare and file all necessary documentation, and to effect all applications, notices, petitions and filings (includingfilings, if required, notification under the HSR Act), and to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this AgreementAgreement (including without limitation the Merger). Purchaser FLBK and Sellers TSFG shall have the right to review in advance andadvance, and to the extent practicable, practicable each will consult the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to Sellers, Company FLBK or PurchaserTSFG, as the case may be, and any of their respective TSFG's Subsidiaries, which appear appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. For purposes of this Section 6.1(a)In exercising the foregoing right, in taking each of the foregoing actions parties hereto shall act reasonably and as promptly as practicable. The parties hereto agree that they will consult with each party shall be required only to use commercially reasonable efforts (it being understood that Section 6.5 shall (i) supersede this Section 6.1 and (ii) apply other with respect to the obtaining of all consents permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary under management, advisory, sub-advisory or advisable to consummate the transactions contemplated by this Agreement and similar contracts each party will keep the other apprised of Company and Company Subsidiary)the status of matters relating to completion of the transactions contemplated herein.
(bc) Purchaser TSFG and Sellers FLBK shall, upon request, furnish each other with all information concerning Purchaserthemselves, Sellers, Company and their respective Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement/Prospectus, the S-4 or any other statement, filing, notice or application made by or on behalf of PurchaserTSFG, Sellers, Company FLBK or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement.
(d) TSFG and FLBK shall promptly furnish each other with copies of written communications received by TSFG or FLBK, as the case may be, or any of their respective Affiliates or Associates (as such terms are defined in Rule 12b-2 under the Exchange Act as in effect on the date hereof) from, or delivered by any of the foregoing to, any Governmental Entity in respect of the transactions contemplated hereby.
Appears in 1 contract
Regulatory Matters. (a) Purchaser Newco, Lycos and each Seller TMCS shall (i) takepromptly prepare and file with the SEC the Proxy/Information Statement, and Newco shall promptly prepare and file with the SEC the S-4, in which the Proxy/Information Statement will be included as a prospectus. Newco shall use its reasonable best efforts to have the S-4 declared effective under the Securities Act as promptly as practicable after such filing, and Lycos and TMCS shall thereafter mail or cause deliver the Proxy/Information Statement to be taken, their respective stockholders. Newco shall use its reasonable best efforts to obtain all actions necessary state securities law or proper to comply with all legal requirements which may be imposed on such party with respect to the transactions contemplated hereby, including, without limitation, obtaining any third party consent which may be "Blue Sky" permits and approvals required to be obtained in connection with the transactions contemplated hereby and (ii) obtain (and cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity which is required or advisable to be obtained by Sellers or Purchaser, respectively, in connection with carry out the transactions contemplated by this Agreement. , and Lycos and TMCS shall furnish all information concerning Lycos and the holders of Lycos Capital Stock, or TMCS and the holders of TMCS Capital Stock, as the case may be, as may be reasonably requested in connection with any such action.
(b) The parties hereto shall cooperate with each other and use their reasonable best efforts to promptly prepare and file all necessary documentation, and to effect all applications, notices, petitions and filings (including, if required, notification under the HSR Act)filings, to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this AgreementAgreement (including, without limitation, the Mergers) and the Option Agreements, and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such Governmental Entities. Purchaser Parent, Lycos and Sellers TMCS shall have the right to review in advance advance, and, to the extent practicable, each will consult the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to SellersParent, Company TMCS or PurchaserLycos, as the case may be, and any of their respective Subsidiaries, which appear in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. For purposes of this Section 6.1(a)In exercising the foregoing right, in taking each of the foregoing actions parties hereto shall act reasonably and as promptly as practicable. The parties hereto agree that they will consult with each party shall be required only to use commercially reasonable efforts (it being understood that Section 6.5 shall (i) supersede this Section 6.1 and (ii) apply other with respect to the obtaining of all consents permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary under management, advisory, sub-advisory or advisable to consummate the transactions con- templated by this Agreement and similar contracts the Option Agreements and each party will keep the other apprised of Company and Company Subsidiary)the status of matters relating to completion of the transactions contemplated herein.
(bc) Purchaser Newco, Lycos and Sellers TMCS shall, upon request, furnish each the other parties hereto with all information concerning Purchaserthemselves, Sellerstheir Subsidiaries, Company and their respective Subsidiariesaffiliates, directors, officers and shareholders stockholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy/Information Statement, the S-4 or any other statement, filing, notice or application made by or on behalf of PurchaserNewco, SellersLycos, Company TMCS or any of their respective Subsidiaries to any Governmental Entity in connection with the transactions Transactions contemplated by this Agreement.
(d) Lycos and TMCS shall, and Parent shall cause Newco to, promptly advise the other parties hereto upon receiving any communication from any Governmental Entity whose consent or approval is required for consummation of the transactions contemplated by this Agreement or the Option Agreements that causes such party to believe that there is a reasonable likelihood that any Requisite Regulatory Approval will not be obtained or that the receipt of any such approval will be materially delayed.
Appears in 1 contract
Sources: Agreement and Plan of Reorganization (Usa Networks Inc)
Regulatory Matters. (a) The Purchaser and each Seller shall (i) take, or cause to be taken, all actions necessary or proper to comply with all legal requirements which may be imposed on such party with respect to the transactions contemplated hereby, including, without limitation, obtaining any third party consent which may be required to be obtained in connection with the transactions contemplated hereby and (ii) obtain (and cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity which is required or advisable to be obtained by Sellers or Purchaser, respectively, in connection with the transactions contemplated by this Agreement. The parties hereto shall cooperate with each other and promptly prepare and file all necessary documentation, and documentation to effect all applications, notices, petitions and filings (including, if required, notification under the HSR Act), to obtain as promptly as practicable all permits, consents, approvals orders, approvals, waivers, non-objections and authorizations of all third parties and Governmental Entities the Federal Reserve, the Bureau of Financial Institutions of the VSCC or other governmental authority which are necessary or advisable to consummate the transactions contemplated by this Agreementthe Transaction Documents and to perform the covenants contemplated by the Transaction Documents (the “Regulatory Approvals”). The Purchaser shall use its reasonable best efforts to promptly obtain such Regulatory Approvals, and Sellers shall have the right Company will cooperate as may reasonably be requested by the Purchaser to review in advance andhelp the Purchaser obtain or submit, to the extent as promptly as practicable, each will consult the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to Sellers, Company or Purchaser, as the case may be, and any of their respective Subsidiaries, which appear in any filing made with, documentation or written materials requested by or submitted to any governmental authority in connection with the Regulatory Approvals. The parties hereto will consult with each other with respect to the obtaining of such Regulatory Approvals, promptly furnish each other with copies of written communications received by them, or delivered by them to, any third party governmental authority in respect of the transactions contemplated hereby and keep the other apprised of the status of matters relating to completion of the transactions contemplated herein; provided, however, that the Purchaser shall not be obligated hereunder to share any portion of an application or communication for which the Purchaser has requested confidential treatment or any Governmental Entity regulatory correspondence containing confidential information. Notwithstanding the foregoing, nothing contained herein shall be deemed to require the Purchaser to take any action, or commit to take any action, or agree to any condition, commitment or restriction, in connection with obtaining the Regulatory Approvals, which the Purchaser determines, in its reasonable good faith judgement, would be materially financially burdensome on the Company’s business following the Closing or would reduce the economic benefits of the transactions contemplated by this Agreement. For purposes of Agreement to the Purchaser to such a degree that the Purchaser would not have entered into this Section 6.1(a), in taking each of Agreement had such condition or restriction been known to it at the foregoing actions each party shall be required only to use commercially reasonable efforts date hereof (it being understood that Section 6.5 shall (i) supersede this Section 6.1 and (ii) apply with respect to all consents necessary under management, advisory, sub-advisory and similar contracts of Company and Company Subsidiarya “Materially Burdensome Regulatory Condition”).
(b) Purchaser and Sellers shall, upon request, furnish each other with all information concerning Purchaser, Sellers, Company and their respective Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary in connection with any statement, filing, notice or application made by or on behalf of Purchaser, Sellers, Company or any of their respective Subsidiaries to any Governmental Entity in connection with the transactions contemplated by this Agreement.
Appears in 1 contract
Sources: Securities Purchase Agreement (Blue Ridge Bankshares, Inc.)
Regulatory Matters. (a) Purchaser and each Seller FNBNC shall (i) take, or cause to be taken, all actions necessary or proper to comply with all legal requirements which may be imposed on prepare and file as promptly as practicable such party with respect regulatory filings as are applicable to the transactions contemplated herebyPurchase. The Trustee, includingBVI, without limitation, obtaining the Company and the Bank agree to cooperate in the preparation of such filings and will provide all required approvals and take any third party consent which may be required to be obtained in connection with the transactions contemplated hereby and (ii) obtain (and cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity which is action reasonably required or advisable expected of them under the terms of this Agreement in order to be obtained by Sellers or Purchaserconsummate the Purchase as promptly as practicable after the date hereof.
(b) Without limiting the foregoing, respectivelythe parties hereto, in connection with the transactions contemplated by this Agreement. The parties hereto shall cooperate with each other and use their commercially reasonable efforts to promptly prepare and file all necessary documentation, and to effect all applications, notices, petitions and filings (including, if required, notification under the HSR Act), and to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and or Governmental Entities which that are necessary or advisable to consummate the transactions contemplated by this AgreementAgreement and to comply with the terms and conditions thereof. Each of BVI, the Company, the Bank, Purchaser and Sellers FNBNC shall have the right to review in advance andadvance, and to the extent practicable, practicable each will consult the other on, in each case subject to applicable laws relating to the exchange of informationinformation and the right of each party to withhold information that its board of directors or manager reasonably determines in good faith should be withheld for reasons of privacy, confidentiality or fiduciary duty, all the information relating to Sellersthe BVI, Company the Company, the Bank, Purchaser or Purchaser, as the case may be, and any of their respective Subsidiaries, which appear FNBNC that appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. For purposes of this Section 6.1(a)In exercising the foregoing right, in taking each of the foregoing actions parties hereto shall act reasonably and as promptly as practicable. BVI, the Company, the Trustee, the Bank, Purchaser and FNBNC agree that they will consult with each party shall be required only to use commercially reasonable efforts (it being understood that Section 6.5 shall (i) supersede this Section 6.1 and (ii) apply other with respect to the obtaining of all consents permits, consents, approvals and authorizations of all third parties or Governmental Entities necessary under management, advisory, sub-advisory or advisable to consummate the transactions contemplated by this Agreement and similar contracts each party will keep the other apprised of Company and Company Subsidiary)the status of matters relating to consummation of the transactions contemplated hereby.
(bc) BVI, the Company, the Trustee, the Bank, Purchaser and Sellers FNBNC shall, upon request, subject to applicable laws relating to the exchange of information and the right of each party to withhold information its board of directors or manager reasonably determines in good faith should be withheld for reasons of privacy, confidentiality or fiduciary duty, furnish each other with all information concerning Purchaserthemselves, Sellers, Company and their respective Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with any statement, filing, notice or application made by or on behalf of PurchaserBVI, Sellersthe Company, Company the Trustee, the Bank, Purchaser or FNBNC or any of their respective Subsidiaries to any Governmental Entity in connection with the Purchase and the other transactions contemplated by this Agreement.
(d) Each of BVI, the Company, the Bank, Purchaser and FNBNC shall promptly furnish the others copies of non-confidential written communications received by it or by any of its respective Subsidiaries, from, or delivered by any of the foregoing to, any Governmental Entity in respect of the transactions contemplated by this Agreement.
Appears in 1 contract
Regulatory Matters. (a) Purchaser The Acquiror shall promptly prepare and, within forty-five (45) calendar days, submit all applications, notices and each Seller shall (i) take, or cause to be taken, all actions necessary or proper to comply with all legal requirements which may be imposed on such party with respect to the transactions contemplated hereby, including, without limitation, obtaining any third party consent which may be required to be obtained in connection statements with the transactions contemplated hereby appropriate regulatory agencies and governmental entities to obtain the Requisite Regulatory Approvals (iias defined in Section 7.1) obtain (and cooperate with the other party to obtain) any consent, authorization, order or for approval of, or any exemption by, any Governmental Entity which is required or advisable to be obtained by Sellers or Purchaser, respectively, in connection with of the transactions contemplated by this Agreement. .
(b) The parties hereto shall cooperate with each other and use their reasonable best efforts to promptly prepare and file all necessary documentation, and to effect all applications, notices, petitions and filings (includingfilings, if required, notification under the HSR Act), to and obtain as promptly as practicable all Requisite Regulatory Approvals, permits, consents, approvals and authorizations of all third parties parties, regulatory agencies and Governmental Entities governmental entities which are necessary or advisable to consummate the transactions contemplated by this Agreement. Purchaser The Company and Sellers Acquiror shall have the right to review in advance andadvance, and to the extent practicable, practicable each will consult the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to Sellers, the Company or PurchaserAcquiror, as the case may be, and any of their respective Subsidiariessubsidiaries, which appear in any filing made with, or written materials submitted to, any third party party, regulatory agency or any Governmental Entity governmental entity in connection with the transactions contemplated by this Agreement; provided, however, that nothing contained herein shall be deemed to provide either party with a right to review any information provided to any regulatory agency or governmental entity on a confidential basis in connection with the transactions contemplated hereby. For purposes of this Section 6.1(a)In exercising the foregoing right, in taking each of the foregoing actions each party parties hereto shall be required only to use commercially reasonable efforts (it being understood that Section 6.5 shall (i) supersede this Section 6.1 act reasonably and (ii) apply with respect to all consents necessary under management, advisory, sub-advisory and similar contracts of Company and Company Subsidiary)as promptly as practicable.
(bc) Purchaser Acquiror and Sellers the Company shall, upon request, furnish each other with all information concerning Purchaserthemselves, Sellers, Company and their respective Subsidiariessubsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement or any other statement, filing, notice or application made by or on behalf of PurchaserAcquiror, Sellers, the Company or any of their respective Subsidiaries subsidiaries to any Governmental Entity regulatory agency or governmental entity in connection with the Merger and the other transactions contemplated by this Agreement.
(d) The Acquiror and the Company shall promptly advise each other upon receiving any communication from any regulatory agency or governmental entity whose consent or approval is required for consummation of the transactions contemplated by this Agreement which causes such party to believe that there is a reasonable likelihood that the Requisite Regulatory Approval (as defined in Section 7.1) will not be obtained or the receipt of any such approval will be materially delayed.
(e) The parties hereto shall provide each other with copies of the non-confidential portions of all applications to be filed with regulatory authorities for approval of the transaction contemplated by this Agreement, and shall keep each other informed as to the progress of such applications and provide copies of such applications and copies of all correspondence or orders evidencing final action by regulatory authorities with regard to such applications.
Appears in 1 contract
Regulatory Matters. (a) Purchaser 6.1 CRTX shall fulfill and discharge on a timely basis all obligations under all Applicable Laws as are necessary or customary in accordance with accepted business practices and legal requirements to maintain the authorization and/or ability to manufacture, finish, package, store, label and promote the Products in each Seller shall (i) takecountry where they are so manufactured, finished, packaged, stored, labeled, and promoted and to import, sell, or cause to be taken, all actions necessary or proper to comply with all legal requirements which may be imposed on such party with respect to market Products in the transactions contemplated herebyTerritory, including, without limitation, obtaining any third party consent which the obligations set forth in this Article 6. CRTX shall be responsible for review and approval of all Promotional Materials to be used by the Parties for the Products.
6.2 CRTX's obligations hereunder shall include as reasonably necessary and applicable the maintenance of all regulatory approvals necessary (i) for the manufacture, finishing and labeling of Products in accordance with cGMPs, (ii) for the importation of Product into the U.S., if applicable, and (iii) for the use and marketing of Products for all approved indications in the U.S., including, without limitation, maintaining such records and filing such reports as may be required under the provisions of the Act, as well as applicable state and federal law including, without limitation, all Promotional Materials and labeling relating to Products. All communications with government agencies concerning any Product shall be obtained the sole responsibility of CRTX, provided that during the Term, ▇▇▇ shall (i) provide reasonable cooperation with CRTX to the extent deemed reasonably necessary by the Parties to respond to such communications; and (ii) have the right to communicate with the FDA or any other governmental agency regarding the Products if such communication is necessary to comply with the terms of this Agreement or the requirements of Applicable Laws or governmental order.
6.3 CRTX's obligations hereunder shall include obtaining any necessary FDA approvals of any Product Label, FDA-Approved Prescribing Information, labeling, monographs and packaging, and Promotional Materials used in connection with the transactions contemplated hereby Products. post FDA approval. CRTX will provide ▇▇▇ draft copies of proposed post-approval labeling changes or modifications to the Product Label, FDA-Approved Prescribing Information and (ii) obtain (and cooperate labeling for comments, which will be considered by CRTX. CRTX shall also provide ▇▇▇ with final copies of such FDA submissions within [**] days after filing with the other party to obtain) FDA. In addition, CRTX will provide ▇▇▇ copies of DDMAC 2253 submissions and copies of any consent, authorization, order or approval of, or any exemption by, any Governmental Entity which is required or advisable to be obtained by Sellers or Purchaser, respectively, in connection correspondence with the transactions contemplated by this Agreement. The parties hereto shall cooperate with each other and promptly prepare and file all necessary documentation, and to effect all applications, notices, petitions and filings (including, if required, notification under the HSR Act), to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this Agreement. Purchaser and Sellers shall have the right to review in advance and, to the extent practicable, each will consult the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to Sellers, Company or Purchaser, as the case may be, and any of their respective Subsidiaries, which appear in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. For purposes of this Section 6.1(a), in taking each of the foregoing actions each party shall be required only to use commercially reasonable efforts (it being understood that Section 6.5 shall (i) supersede this Section 6.1 and (ii) apply with respect to all consents necessary under management, advisory, subDDMAC regarding Products post-advisory and similar contracts of Company and Company Subsidiary)approval.
(b) Purchaser and Sellers shall, upon request, furnish each other with all information concerning Purchaser, Sellers, Company and their respective Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary in connection with any statement, filing, notice or application made by or on behalf of Purchaser, Sellers, Company or any of their respective Subsidiaries to any Governmental Entity in connection with the transactions contemplated by this Agreement.
Appears in 1 contract
Sources: Co Promotion and Marketing Services Agreement (Critical Therapeutics Inc)
Regulatory Matters. (a) Purchaser FFB shall promptly prepare and each Seller shall (i) take, or cause to be taken, all actions necessary or proper to comply with all legal requirements which may be imposed on such party with respect to the transactions contemplated hereby, including, without limitation, obtaining any third party consent which may be required to be obtained in connection file with the transactions contemplated hereby SEC the Proxy Statement and upon clearance thereby shall thereafter mail the Proxy Statement to its stockholders.
(iib) obtain (and cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity which is required or advisable to be obtained by Sellers or Purchaser, respectively, in connection with the transactions contemplated by this Agreement. The parties hereto shall cooperate with each other and use their best efforts to promptly prepare and file all necessary documentation, and to effect all applications, notices, petitions and filings (includingfilings, if required, notification under the HSR Act), and to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities Regulatory Agencies which are necessary or advisable to consummate the transactions contemplated by this AgreementAgreement (including without limitation the Merger and the Subsidiary Merger). Purchaser FFB and Sellers CCBG shall have the right to review in advance andadvance, and to the extent practicable, practicable each will consult the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to Sellers, Company FFB or PurchaserCCBG, as the case may be, and any of their respective Subsidiaries, which appear in any filing made with, or written materials submitted to, any third party or any Governmental Entity Regulatory Agency in connection with the transactions contemplated by this Agreement, including, without limitation, the Proxy Statement; provided, however, that nothing contained herein shall be deemed to provide either party with a right to review any information provided to any Regulatory Agency on a confidential basis in connection with the transactions contemplated hereby. For purposes of this Section 6.1(a)In exercising the foregoing right, in taking each of the foregoing actions parties hereto shall act reasonably and as promptly as practicable. The parties hereto agree that they will consult with each party shall be required only to use commercially reasonable efforts (it being understood that Section 6.5 shall (i) supersede this Section 6.1 and (ii) apply other with respect to the obtaining of all consents permits, consents, approvals and authorizations of all third parties and Regulatory Agencies necessary under management, advisory, sub-advisory or advisable to consummate the transactions contemplated by this Agreement and similar contracts each party will keep the other apprised of Company and Company Subsidiary)the status of matters relating to completion of the transactions contemplated herein.
(bc) Purchaser CCBG and Sellers FFB shall, upon request, furnish each other with all information concerning Purchaserthemselves, Sellers, Company and their respective Subsidiaries, directors, officers and shareholders stockholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement or any other statement, filing, notice or application made by or on behalf of PurchaserCCBG, Sellers, Company FFB or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement.
(d) CCBG and FFB shall promptly furnish each other with copies of written communications received by CCBG or FFB, as the case may be, or any of their respective Subsidiaries, Affiliates or Associates (as such terms are defined in Rule 12b-2 under the Exchange Act as in effect on the date of this Agreement) from, or delivered by any of the foregoing to, any Regulatory Agency in respect of the transactions contemplated hereby.
Appears in 1 contract
Sources: Merger Agreement
Regulatory Matters. (a) Purchaser The Company shall promptly prepare the Proxy Statement and each Seller distribute it to the Company’s shareholders, and Parent shall (i) takeprovide in a timely manner any information reasonably requested by the Company for inclusion therein. If, or cause prior to be takenthe Effective Time of the Merger, all actions necessary or proper to comply with all legal requirements which may be imposed on such party any event occurs with respect to the transactions contemplated herebyCompany or Parent or any change occurs with respect to information supplied by Parent for inclusion in the Proxy Statement that, includingin any such case, without limitation, obtaining any third party consent which may be is required to be obtained described in connection with the transactions contemplated hereby and (ii) obtain (and cooperate with the other party to obtain) any consent, authorization, order or approval an amendment of, or any exemption bysupplement to, any Governmental Entity which is required the Proxy Statement, the Company or advisable Parent, as applicable, shall promptly notify the other of them of such event and the parties, and the Company shall promptly disseminate the information in such amendment or supplement to be obtained by Sellers or Purchaser, respectively, in connection with its shareholders.
(b) Parent and the transactions contemplated by this Agreement. The parties hereto Company shall reasonably cooperate with each other and use their reasonable best efforts to promptly prepare and file all necessary documentation, and to effect all applications, notices, petitions and filings (includingfilings, if required, notification under the HSR Act), and to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this AgreementAgreement (including the Merger, the Second Merger, the Bank Merger and payment of the Special Dividend). Purchaser Parent shall use its reasonable best efforts to file the applicable applications or waiver requests with the OCC and Sellers the FRB with respect to the transactions contemplated by this Agreement as promptly as practicable after the date hereof, and in any event within 30 days after the date hereof. The Company and Parent shall have the right to review in advance andadvance, and to the extent practicable, practicable each will consult the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to Sellers, Company or Purchaser, as the case may be, and any of their respective Subsidiaries, which appear appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. For purposes of this Section 6.1(a)In exercising the foregoing right, in taking each of the foregoing actions parties hereto shall act reasonably and as promptly as practicable. The parties hereto agree that they will consult with each party shall be required only to use commercially reasonable efforts (it being understood that Section 6.5 shall (i) supersede this Section 6.1 and (ii) apply other with respect to the obtaining of all consents permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary under managementor advisable to consummate the transactions contemplated by this Agreement and, advisorysubject to applicable Laws (including relating to the exchange of information), sub-advisory and similar contracts each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated herein, provided, however, that in no event shall Parent or Parent Bank be required to agree to any prohibition, limitation, or other requirement that would (a) prohibit or materially limit the ownership or operation by Parent or Parent Bank of all or any material portion of the business or assets of the Company and or the Company SubsidiaryBank, or (b) compel Parent or Parent Bank to dispose of or hold separate all or any material portion of the business or assets of the Company or the Company Bank (any such requirement alone, or more than one such requirement together, a “Burdensome Condition”).
(bc) Purchaser Subject to applicable Laws relating to the exchange of information, Parent and Sellers the Company shall, upon request, furnish each other with all information concerning Purchaserthemselves, Sellers, Company and their respective Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement, or any other statement, filing, notice or application made by or on behalf of PurchaserParent, Sellers, the Company or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger, the Second Merger and the Bank Merger and the other transactions contemplated by this Agreement.
(d) Subject to applicable Laws, Parent and the Company shall promptly furnish each other with copies of written communications received by Parent or the Company, as the case may be, or any of their respective Subsidiaries, affiliates or associates (as such terms are defined in Rule 12b-2 under the Exchange Act as in effect on the date of this Agreement) from, or delivered by any of the foregoing to, any Governmental Entity in respect of the transactions contemplated hereby. Parent and the Company shall reasonably promptly advise each other of any significant verbal communications initiated by any Governmental Entity with respect to the transactions contemplated hereby, subject to applicable Laws and, to the extent reasonably practicable and not prohibited by applicable law or objected to by the subject Governmental Entity, Parent and Company will give the other party reasonable opportunity to attend and participate in any meetings or telephone conversations with any Governmental Entity relating to any material issues with respect to the applications described in Section 7.1(b) or consummation of the transactions contemplated hereby.
Appears in 1 contract
Sources: Merger Agreement (Home Federal Bancorp, Inc. Of Louisiana)
Regulatory Matters. (a) Purchaser The Company shall promptly prepare and each Seller file with the SEC the Proxy Statement and Buyer shall (i) takepromptly prepare and file with the SEC the S-4, in which the Proxy Statement will be included as a prospectus. Each of the Company and Buyer shall use all reasonable efforts to have the S-4 declared effective under the Securities Act as promptly as practicable after such filing, and the Company shall thereafter mail the Proxy Statement to its stockholders. Buyer shall also use all reasonable efforts to obtain all necessary state securities law or cause to be taken, all actions necessary or proper to comply with all legal requirements which may be imposed on such party with respect to the transactions contemplated hereby, including, without limitation, obtaining any third party consent which may be "Blue Sky" permits and approvals required to be obtained in connection with the transactions contemplated hereby and (ii) obtain (and cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity which is required or advisable to be obtained by Sellers or Purchaser, respectively, in connection with carry out the transactions contemplated by this Agreement. Agreement and the Company shall furnish all information concerning the Company and the holders of Company Common Stock as may be reasonably requested in connection with any such action.
(b) The parties hereto shall cooperate with each other and use their commercially reasonable efforts to promptly prepare and file all necessary documentation, and to effect all applications, notices, petitions and filings (includingfilings, if required, notification under the HSR Act), and to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this AgreementAgreement (including without limitation the Merger and the Subsidiary Merger) (it being understood that any amendments to the S-4 or a resolicitation of proxies as consequence of a subsequent proposed merger, stock purchase or similar acquisition by Buyer or any of its Subsidiaries shall not violate this covenant). Purchaser The Company and Sellers Buyer shall have the right to review in advance andadvance, and to the extent practicable, practicable each will consult the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to Sellers, the Company or PurchaserBuyer, as the case may be, ,and any of their respective Subsidiaries, which appear appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. For purposes of this Section 6.1(a)In exercising the foregoing right, in taking each of the foregoing actions parties hereto shall act reasonably and as promptly as practicable. The parties hereto agree that they will consult with each party shall be required only to use commercially reasonable efforts (it being understood that Section 6.5 shall (i) supersede this Section 6.1 and (ii) apply other with respect to the obtaining of all consents permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary under management, advisory, sub-advisory or advisable to consummate the transactions contemplated by this Agreement and similar contracts each party will keep the other apprised of Company and Company Subsidiary)the status of matters relating to completion of the transactions contemplated herein.
(bc) Purchaser Buyer and Sellers the Company shall, upon request, furnish each other with all information concerning Purchaserthemselves, Sellers, Company and their respective Subsidiaries, directors, officers and shareholders stockholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement, the S-4 or any other statement, filing, notice or application made by or on behalf of PurchaserBuyer, Sellers, the Company or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement.
(d) Buyer and the Company shall promptly furnish each other with copies of written communications received by Buyer or the Company, as the case may be, or any of their respective Subsidiaries, Affiliates or Associates (as such terms are defined in Rule 12b-2 under the Exchange Act as in effect on the date of this Agreement) from, or delivered by any of the foregoing to, any Governmental Entity in respect of the transactions contemplated hereby.
(e) The information supplied by the Company for inclusion in the S-4 shall not, at the time the S-4 is declared effective, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. The information supplied by the Company for inclusion in the Proxy Statement shall not, at the date the Proxy Statement (or any supplement thereto) is first mailed to stockholders, at the time of the Company's stockholders meeting or at the Effective Time contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made not misleading. If at any time prior to the Effective Time, any event or circumstance relating to the Company or any of its affiliates, or its or their respective officers or directors, should be discovered by the Company that should be set forth in an amendment to the S-4 or a supplement to the Proxy Statement, the Company shall promptly inform Buyer thereof in writing. All documents that the Company is responsible for filing with the SEC in connection with the transactions contemplated herein will comply as to form in all material respectswith applicable requirements of the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder.
(f) The information supplied by Buyer for inclusion in the S-4 shall not, at the time the S-4 is declared effective, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. The information supplied by Buyer for inclusion in the Proxy Statement shall not, at the date the Proxy Statement (or any supplement thereto) is first mailed to stockholders, at the time of the Company's stockholders meeting or at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. If at any time prior to the Effective Time, any event or circumstance relating to Buyer or any of its affiliates, or to their respective officers or directors, should be discovered by Buyer that should be set forth in an amendment to the S-4 or a supplement to the Proxy Statement, Buyer shall promptly inform the Company thereof in writing. All documents that Buyer is responsible for filing with the SEC in connection with the transactions contemplated hereby will comply as to form in all material respects with the applicable requirements of the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder.
Appears in 1 contract
Regulatory Matters. (a) Purchaser Subject to the terms and conditions herein and subject to all Applicable Laws, each Seller shall (i) take, of the parties hereto agrees to use all commercially reasonable efforts to take or cause to be taken, taken all actions necessary action and to do or proper to comply with all legal requirements which may be imposed on such party with respect to the transactions contemplated hereby, including, without limitation, obtaining any third party consent which may be required cause to be obtained in connection with the transactions contemplated hereby and (ii) obtain (and cooperate with the done all things reasonably necessary, proper or advisable under all Applicable Laws, or as may otherwise be reasonably requested by any other party hereto, to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity which is required or advisable to be obtained by Sellers or Purchaser, respectively, in connection with consummate and make effective the transactions contemplated by this Agreement. The parties hereto shall cooperate with each other and promptly prepare and file all necessary documentation, and to effect all applications, notices, petitions and filings (including, if required, notification under the HSR Act), to obtain Agreement as promptly as practicable, including using all reasonable efforts to do the following: (i) cooperate in the preparation and filing of any filings that may be required under merger notification laws or regulations of foreign Governmental Authorities as soon as practicable all permits, consents, approvals after the date of this Agreement and authorizations in any event within ten (10) Business Days after the date of this Agreement; (ii) obtain consents of all third parties and Governmental Entities which are Authorities necessary, proper, advisable or reasonably requested by Parent or the Company for the consummation of the transactions contemplated by this Agreement prior to the Outside Date (but subject to the last sentence of Section 6.3(b) below); (iii) contest any legal proceeding relating to the Merger so as to permit consummation of the Merger prior to the Outside Date; and (iv) execute any additional instruments necessary or advisable to consummate the transactions contemplated by hereby. Subject to the terms and conditions of this Agreement. Purchaser , Parent and Sellers shall have the right to review in advance and, to the extent practicable, each will consult the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to Sellers, Company or Purchaser, as the case may be, and any of their respective Subsidiaries, which appear in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. For purposes of this Section 6.1(a), in taking each of the foregoing actions each party shall be required only Merger Sub agree to use commercially reasonable efforts (it being understood that Section 6.5 shall (i) supersede this Section 6.1 and (ii) apply with respect to all consents necessary under management, advisory, sub-advisory and similar contracts of Company and Company Subsidiary)cause the Effective Time to occur as soon as practicable.
(b) Purchaser The Company and Sellers Parent shall, to the extent permitted by Applicable Law, upon request, furnish each other with all information concerning Purchaserthemselves, Sellers, Company and their respective Subsidiaries, directors, officers and shareholders stockholders and such other matters as may be reasonably necessary or advisable in connection with any statement, filing, notice or application made by or on behalf of Purchaserthe Company, Sellers, Company Parent or any of their respective Subsidiaries to any Governmental Entity Authority in connection with the transactions contemplated by this Agreement.
(c) The Company and Parent shall promptly advise each other upon receiving any communication from any Governmental Authority whose consent or approval is required for consummation of the transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that any approval of such Governmental Authority will not be obtained or that the receipt of any such approval will be materially delayed.
Appears in 1 contract
Sources: Merger Agreement (Improvenet Inc)
Regulatory Matters. (a) Purchaser As promptly as practicable following the execution and each Seller shall delivery of this Agreement, if applicable, BSB and NBT will prepare and file with the United States Federal Trade Commission (ithe "FTC") take, or cause to be taken, all actions necessary or proper to comply with all legal requirements which may be imposed on such party with respect and the Antitrust Division of the United States Department of Justice (the "DOJ") Notification and Report Forms relating to the transactions contemplated herebyherein if and as required by the HSR Act, includingas well as comparable pre-merger notification forms required by the merger notification or control laws and regulations of any applicable jurisdiction, without limitation, obtaining any third party consent which may be required to be obtained in connection with as agreed by the transactions contemplated hereby and parties (ii) obtain (and cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity which is required or advisable to be obtained by Sellers or Purchaser, respectively, in connection with the transactions contemplated by this Agreement"Antitrust Filings"). The parties Parties will comply with any requests for additional information relating to the Antitrust Filings and will use their reasonable best efforts to secure all required approvals of the Antitrust Filings.
(b) The Parties hereto shall cooperate with each other and use their reasonable best efforts to promptly prepare and file all necessary documentation, and to effect all applications, notices, petitions and filings (including, if required, notification under which shall include the HSR ActAntitrust Filings), and to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this AgreementAgreement (including without limitation the Merger). Purchaser BSB and Sellers NBT shall have the right to review in advance andadvance, and to the extent practicable, practicable each will consult the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to Sellers, Company or PurchaserBSB and NBT, as the case may be, and any of their respective Subsidiaries, which appear appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. For purposes Agreement and will promptly notify each other of this Section 6.1(a)any communication with any Governmental Entity and provide the other with an opportunity to participate in any meetings with a Governmental Entity relating thereto; provided, in taking each of the foregoing actions each party however, that nothing contained herein shall be required only deemed to use commercially reasonable efforts (it being understood that Section 6.5 shall (i) supersede this Section 6.1 and (ii) apply provide either Party with respect a right to all consents necessary under management, advisory, sub-advisory and similar contracts of Company and Company Subsidiary).
(b) Purchaser and Sellers shall, upon request, furnish each other with all review any information concerning Purchaser, Sellers, Company and their respective Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary in connection with any statement, filing, notice or application made by or on behalf of Purchaser, Sellers, Company or any of their respective Subsidiaries provided to any Governmental Entity on a confidential basis in connection with the transactions contemplated hereby. In exercising the foregoing right, each of the Parties hereto shall act reasonably and as promptly as practicable. The Parties hereto agree that they will consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this AgreementAgreement and each Party will keep the other apprised of the status of matters relating to contemplation of the transactions contemplated herein.
(c) BSB and NBT shall promptly advise each other upon receiving any communication from any Governmental Entity whose consent or approval is required for consummation of the transactions contemplated by this Agreement which causes such party to believe that there is a reasonable likelihood that any requisite regulatory approval will not be obtained or that the receipt of any such approval will be materially delayed.
Appears in 1 contract
Sources: Merger Agreement (NBT Bancorp Inc)
Regulatory Matters. (a) Purchaser As promptly as practicable following the execution and each Seller delivery of this Agreement, but in no event more than 45 days from the date hereof, Roma and Sterling shall (i) take, or cause to be taken, prepared and filed all actions required applications and filings with the Regulatory Authorities that are necessary or proper to comply with all legal requirements which contemplated for the obtaining of the Consents of the Regulatory Authorities or consummation of the Merger. Such applications and filings shall be in such form as may be imposed on prescribed by the respective government agencies and shall contain such party with respect to the transactions contemplated hereby, including, without limitation, obtaining any third party consent which information as they may be required to be obtained in connection with the transactions contemplated hereby and (ii) obtain (and cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity which is required or advisable to be obtained by Sellers or Purchaser, respectively, in connection with the transactions contemplated by this Agreementrequire. The parties Parties hereto shall will cooperate with each other and promptly use their best efforts to prepare and file execute all necessary documentation, and to effect all applications, notices, petitions necessary or contemplated filings and filings (including, if required, notification under the HSR Act), to obtain as promptly as practicable all necessary or contemplated permits, consents, approvals approvals, rulings and authorizations of all government agencies and third parties and Governmental Entities which that are necessary or advisable contemplated to consummate the transactions contemplated by this Agreement, including, without limitation, those required or contemplated from the Regulatory Authorities, and the shareholders of Sterling. Purchaser and Sellers Each of the Parties shall have the right to review in advance and, to the extent practicable, each will consult the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to Sellers, Company or Purchaser, as the case may be, and any of their respective Subsidiaries, which appear in any filing made with, or written materials material submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. For purposes of this Section 6.1(a), in taking each of the foregoing actions each party shall be required only to use commercially reasonable efforts (it being understood that Section 6.5 shall (i) supersede this Section 6.1 and (ii) apply with respect to all consents necessary under management, advisory, sub-advisory and similar contracts of Company and Company Subsidiary).
(b) Purchaser and Sellers shall, upon request, furnish each other with all information concerning Purchaser, Sellers, Company and their respective Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary in connection with any statement, filing, notice or application made by or on behalf of Purchaser, Sellers, Company or any of their respective Subsidiaries to any Governmental Entity government agencies in connection with the transactions contemplated by this Agreement.
(b) Each Party hereto will furnish the other party with all information concerning itself, its subsidiaries, directors, trustees, officers, shareholders and depositors, as applicable, and such other matters as may be necessary or advisable in connection with any statement or application made by or on behalf of any such party to any governmental body in connection with the transactions, applications or filings contemplated by this Agreement. The Parties hereto will promptly furnish each other with copies of written communications received by them or their respective subsidiaries, if any, from, or delivered by any of the foregoing to, any governmental body in respect of the transactions contemplated hereby.
Appears in 1 contract
Regulatory Matters. (a) Purchaser and each Seller shall (i) take, or cause to be taken, all actions necessary or proper to comply with all legal requirements which may be imposed on such party with respect to the transactions contemplated hereby, including, without limitation, obtaining any third party consent which may be required to be obtained in connection with the transactions contemplated hereby and (ii) obtain (and cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity which is required or advisable to be obtained by Sellers or Purchaser, respectively, in connection with the transactions contemplated by this Agreement. The parties hereto shall cooperate with each other and use their reasonable best efforts to promptly prepare and file all necessary documentation, and to effect all applications, notices, petitions and filings (includingand in the case of the applications, if requirednotices, notification under petitions and filings in respect of the HSR ActRequisite Regulatory Approvals, within forty-five (45) days of the date of this Agreement), to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this Agreementhereby (including the Merger, Bank Combination and Dissolution), and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such Governmental Entities. Purchaser Buyer and Sellers Seller shall have the right to review in advance advance, and, to the extent practicable, each will consult the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to Sellers, Company Seller or PurchaserBuyer, as the case may be, and any of their respective Seller’s Subsidiaries, which appear appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreementhereby. For purposes of this Section 6.1(a)In exercising the foregoing right, in taking each of the foregoing actions parties hereto shall act reasonably and as promptly as practicable. The parties hereto agree that they will consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated hereby, and each party shall be required only to use commercially reasonable efforts (it being understood that Section 6.5 shall (i) supersede this Section 6.1 and (ii) apply consult with respect to all consents necessary under management, advisory, sub-advisory and similar contracts the other in advance of Company and Company Subsidiary).
(b) Purchaser and Sellers shall, upon request, furnish each other any meeting or conference with all information concerning Purchaser, Sellers, Company and their respective Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary in connection with any statement, filing, notice or application made by or on behalf of Purchaser, Sellers, Company or any of their respective Subsidiaries to any Governmental Entity in connection with the transactions contemplated hereby and, to the extent permitted by such Governmental Entity, give the other party and/or its counsel the opportunity to attend and participate in such meetings and conferences, in each case subject to applicable law. As used in this Agreement, “Requisite Regulatory Approvals” means (i) all regulatory authorizations, consents, permits, orders, approvals, waivers or non-objections from the FDIC, the Director of the Rhode Island Department of Business Regulation, Division of Banks, the Commissioner of the Connecticut Banking Department and the Federal Reserve Board and (ii) any other approvals set forth in Sections 3.5 and 4.4, in each case (x) that are necessary to consummate the transactions contemplated hereby (including the Merger, Bank Combination and Dissolution) or (y) the failure of which to be obtained would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Buyer.
Appears in 1 contract
Sources: Merger Agreement (PB Bancorp, Inc.)
Regulatory Matters. (a) Purchaser Parent and each Seller the Company shall promptly prepare and file with the SEC, no later than thirty (i30) takebusiness days after of the date of this Agreement, the Joint Proxy Statement and Parent shall promptly prepare and file with the SEC the S‑4, in which the Joint Proxy Statement will be included as a prospectus. Each of Parent and the Company shall use its reasonable best efforts to have the S‑4 declared effective under the Securities Act as promptly as practicable after such filing, and the Company and Parent shall thereafter mail or cause deliver the Joint Proxy Statement to be taken, their respective shareholders. Parent shall also use its reasonable best efforts to obtain all actions necessary state securities law or proper to comply with all legal requirements which may be imposed on such party with respect to the transactions contemplated hereby, including, without limitation, obtaining any third party consent which may be "Blue Sky" permits and approvals required to be obtained in connection with the transactions contemplated hereby and (ii) obtain (and cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity which is required or advisable to be obtained by Sellers or Purchaser, respectively, in connection with carry out the transactions contemplated by this Agreement, and the Company shall furnish all information concerning the Company and the holders of Company Common Stock as may be reasonably requested in connection with any such action. The parties shall cooperate with each other in connection with the preparation and filing of the Joint Proxy Statement, including the furnishing of any information as promptly as reasonably practicable.
(b) The parties hereto shall cooperate with each other and use their reasonable best efforts to promptly prepare and file all necessary documentation, and to effect all applications, notices, petitions and filings (including, if required, notification under the HSR Act)filings, to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this Agreement (including the Merger and the Bank Merger), and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such third parties and Governmental Entities. Without limiting the generality of the foregoing, as soon as practicable and in no event later than thirty (30) business days after the date of this Agreement, Parent and the Company shall, and shall cause their respective Subsidiaries to, each prepare and file any applications, notices and filings required in order to obtain the Requisite Regulatory Approvals. Purchaser Parent and Sellers the Company shall each use, and shall each cause their applicable Subsidiaries to use, reasonable best efforts to obtain each such Requisite Regulatory Approval as promptly as reasonably practicable. The parties shall cooperate with each other in connection therewith (including the furnishing of any information as promptly as reasonably practicable and any reasonable undertaking or commitments that may be required to obtain the Requisite Regulatory Approvals). Parent and the Company shall have the right to review in advance advance, and, to the extent practicable, each will consult the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to Sellers, the Company or PurchaserParent, as the case may be, and any of their respective Subsidiaries, which appear appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. For purposes of this Section 6.1(a)In exercising the foregoing right, in taking each of the foregoing actions parties hereto shall act reasonably and as promptly as practicable. Each party will provide the other with copies of any applications and all correspondence relating thereto prior to filing, other than any portions of material filed in connection therewith that contain competitively sensitive business or other proprietary information filed under a claim of confidentiality. The parties hereto agree that they will consult with each party shall be required only to use commercially reasonable efforts (it being understood that Section 6.5 shall (i) supersede this Section 6.1 and (ii) apply other with respect to the obtaining of all consents permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary under management, advisory, sub-advisory or advisable to consummate the transactions contemplated by this Agreement and similar contracts each party will keep the other apprised of Company and Company Subsidiary).
(b) Purchaser and Sellers shall, upon request, furnish each the status of matters relating to completion of the transactions contemplated herein. Each party shall consult with the other in advance of any meeting or conference with all information concerning Purchaser, Sellers, Company and their respective Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary in connection with any statement, filing, notice or application made by or on behalf of Purchaser, Sellers, Company or any of their respective Subsidiaries to any Governmental Entity in connection with the transactions contemplated by this Agreement, and to the extent permitted by such Governmental Entity, give the other party and/or its counsel the opportunity to attend and participate in such meetings and conferences.
(c) In furtherance and not in limitation of the foregoing, each of Parent and the Company shall use its reasonable best efforts to (i) avoid the entry of, or to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that would restrain, prevent or delay the Closing, and
Appears in 1 contract
Regulatory Matters. (a) Purchaser and each Seller shall (i) take, or cause to be taken, all actions necessary or proper to comply with all legal requirements which may be imposed on such party with respect Subject to the transactions contemplated herebylimitations imposed by Section 5.17(b), including, without limitation, obtaining any third party consent which may be required to be obtained in connection with the transactions contemplated hereby and (ii) obtain (and cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity which is required or advisable to be obtained by Sellers or Purchaser, respectively, in connection with the transactions contemplated by this Agreement. The parties hereto shall cooperate with each other and use Commercially Reasonable Efforts promptly to prepare and file all necessary documentation, and to effect all applications, notices, petitions and filings (includingfilings, if required, notification under the HSR Act), and to obtain as promptly as practicable all permits, consents, approvals and authorizations Consents of all third parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this AgreementAgreement (including without limitation the Merger); for the avoidance of doubt, the foregoing shall apply to any and all applications, notices, petitions and filings, made by Parent and Merger Sub, in their sole discretion, to any Governmental Entity that regulates the gaming industry and investigation or change in control approval process arising therefrom. Purchaser Notwithstanding the foregoing, other than with respect to Michigan (as defined in (b) below), if the Company and/or the Company Member, as applicable, reasonably determines, based upon factual information and Sellers well-reasoned analysis, that any Governmental Entity is unwilling to grant such Consents based solely upon the prior history of Par-4, Inc., then the Company and/or the Company Member, as applicable, shall not be required under this section to submit any documentation to such Governmental Entity; provided that the Company and/or the Company Member, as applicable, shall provide to the Parent and Merger Sub prompt written notice of its determination, which notice shall include the name of the applicable jurisdiction and a reasonably detailed description of the factual information and analysis used to make such determination. The Company and Parent shall have the right to review in advance andadvance, and to the extent practicable, practicable each will reasonably consult with the other on, in each case subject to applicable laws Applicable Laws relating to the exchange of information, all the information relating to Sellersthe Company, the Company Member, Parent or PurchaserMerger Sub, as the case may be, and any of their respective Subsidiaries, which appear in any filing made with, with or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. For purposes of this Section 6.1(a)In exercising the foregoing right, in taking each of the foregoing actions parties hereto shall act reasonably and as promptly as practicable. The parties hereto agree that they will reasonably consult with each party shall be required only to use commercially reasonable efforts (it being understood that Section 6.5 shall (i) supersede this Section 6.1 and (ii) apply other with respect to the obtaining of all consents Consents of all third parties and Governmental Entities necessary under management, advisory, sub-advisory and similar contracts of Company and Company Subsidiary).
(b) Purchaser and Sellers shall, upon request, furnish each other with all information concerning Purchaser, Sellers, Company and their respective Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary in connection with any statement, filing, notice or application made by or on behalf of Purchaser, Sellers, Company or any of their respective Subsidiaries to any Governmental Entity in connection with consummate the transactions contemplated by this Agreement and each party will keep the other reasonably apprised of the status of matters relating to completion of the transactions contemplated herein. Parent (or Merger Sub as the case may be) and the Company (or the Company Member, as the case may be) shall promptly furnish each other with copies of written communications received by Parent, Merger Sub, the Company, and the Company Member, as the case may be, from or delivered by any of the foregoing to or from, any Governmental Entity in respect of the transactions contemplated hereby. The parties agree that if any jurisdiction requires the Company and/or the Company Member to withdraw or surrender an application (a “Withdrawal”), such Withdrawal is not deemed to be a Consent hereunder.
(i) The Company and/or the Company Member, as applicable, shall prepare and, on or before August 15, 2016, file all documentation necessary so that Consent to the Merger and related transactions can be obtained from the Michigan Gaming Control Board (“Michigan”) on or before the Drop Dead Date, and the Company and/or the Company Member, as applicable, shall work expeditiously to obtain such Consent from Michigan as soon as practicable, including promptly responding to all follow-up requests; (ii) the Parent and Merger Sub shall use Commercially Reasonable Efforts to file all documentation necessary so that Consent to the Merger and related transactions can be obtained from the New York State Gaming Commission as soon as practicable; and (iii) the Parent and Merger Sub shall prepare and, on or before August 15, 2016, file all documentation necessary to obtain the Consent to the Merger and related transactions from the Delaware Division of Gaming Enforcement (“Delaware”) and Maryland Lottery and Gaming Control Agency (“Maryland”) so that the Parent and Merger Sub can, upon and after Closing of the Merger, continue the business conducted by the Company in Delaware and Maryland prior to the Merger without interruption, and Parent and Merger Sub shall work expeditiously to obtain such Consents from Delaware and Maryland as soon as practicable, including promptly responding to all follow-up requests.
(e) Schedule 6.01(c)-2 to the Original Agreement, which sets forth certain Consents that Parent and Merger Sub must receive for the mutual condition to Closing set forth in Section 6.01(c) of the Original Agreement to be satisfied, is hereby amended in its entirety to read as follows:
1. Consent to the Merger by the Michigan Gaming Control Board shall have been obtained by Parent and Merger Sub prior to Closing, which such consent shall include but not be limited to permitting Parent and Merger Sub, after the Closing, to conduct the business being conducted by the Parent and Merger Sub prior to the Closing.
2. Consent to the Merger by the Delaware Division of Gaming Enforcement and Maryland Lottery and Gaming Control Agency shall have been obtained by the Parent and Merger Sub prior to Closing, which such consent shall include but not be limited to permitting Parent and Merger Sub, after the Closing, to conduct the business being conducted by the Company prior to the Closing.
Appears in 1 contract
Regulatory Matters. (a) Purchaser BancorpSouth and each Seller PBC shall (i) takepromptly prepare and file with the SEC the Proxy Statement, and BancorpSouth shall promptly prepare and file with the SEC the S-4, in which the Proxy Statement will be included as a prospectus. Each of PBC and BancorpSouth shall use its reasonable best efforts to have the S-4 declared effective under the Securities Act as promptly as practicable after such filing, and PBC shall thereafter mail the Proxy Statement to its shareholders as promptly as practicable. BancorpSouth shall also use its reasonable best efforts to obtain all necessary state securities law or cause to be taken, all actions necessary or proper to comply with all legal requirements which may be imposed on such party with respect to the transactions contemplated hereby, including, without limitation, obtaining any third party consent which may be "Blue Sky" permits and approvals required to be obtained in connection with the transactions contemplated hereby and (ii) obtain (and cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity which is required or advisable to be obtained by Sellers or Purchaser, respectively, in connection with carry out the transactions contemplated by this Agreement. .
(b) The parties hereto shall cooperate with each other and use their reasonable best efforts to promptly prepare and file all necessary documentation, and to effect all applications, notices, petitions and filings (includingfilings, if required, notification under the HSR Act), and to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this AgreementAgreement (including, without limitation, the Holding Company Merger and the Bank Merger). Purchaser PBC and Sellers BancorpSouth shall have the right to review in advance andadvance, and to the extent practicable, practicable each will consult the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to Sellers, Company PBC or PurchaserBancorpSouth, as the case may be, and any of their respective Subsidiaries, which appear appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. For purposes of this Section 6.1(a)In exercising the foregoing right, in taking each of the foregoing actions parties hereto shall act reasonably and as promptly as practicable. The parties hereto agree that they will consult with each party shall be required only to use commercially reasonable efforts (it being understood that Section 6.5 shall (i) supersede this Section 6.1 and (ii) apply other with respect to the obtaining of all consents permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary under management, advisory, sub-advisory or advisable to consummate the transactions contemplated by this Agreement and similar contracts each party will keep the other apprised of Company and Company Subsidiary)the status of matters relating to completion of the transactions contemplated herein.
(bc) Purchaser BancorpSouth and Sellers PBC shall, upon request, furnish each other with all information concerning Purchaserthemselves, Sellers, Company and their respective Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement, the S-4 or any other statement, filing, notice or application made by or on behalf of PurchaserBancorpSouth, Sellers, Company PBC or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement.
(d) BancorpSouth and PBC shall promptly furnish each other with copies of written communications received by BancorpSouth or PBC, as the case may be, or any of their respective Subsidiaries, Affiliates or Associates (as such terms are defined in Rule 12b-2 under the Exchange Act as in effect on the date of this Agreement) from, or delivered by any of the foregoing to, any Governmental Entity in respect of the transactions contemplated hereby.
Appears in 1 contract
Sources: Merger Agreement (Bancorpsouth Inc)
Regulatory Matters. (a) Purchaser and each Seller shall (i) take, or cause to be taken, all actions necessary or proper to comply with all legal requirements which may be imposed on such party with respect to the transactions contemplated hereby, including, without limitation, obtaining any third party consent which may be required to be obtained in connection with the transactions contemplated hereby and (ii) obtain (and cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity which is required or advisable to be obtained by Sellers or Purchaser, respectively, in connection with the transactions contemplated by this Agreement. The parties hereto shall cooperate with each other and promptly Partners Trust will prepare and file all necessary documentation, and to effect all applications, notices, petitions and filings (includingfilings, if required, notification under the HSR Act), and to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this Agreement. Purchaser Herkimer shall cooperate with Partners Trust to effect the foregoing. Herkimer and Sellers Partners Trust shall have the right to review in advance andadvance, and to the extent practicable, practicable each will consult the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to Sellers, Company Herkimer or PurchaserPartners Trust, as the case may be, and any of their respective Subsidiaries, which appear appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement; provided, however, that nothing contained herein shall be deemed to provide either party with a right to review any information provided to any Governmental Entity on a confidential basis in connection with the transactions contemplated hereby. For purposes of this Section 6.1(a)In exercising the foregoing right, in taking each of the foregoing actions parties hereto shall act reasonably and as promptly as practicable. The parties hereto agree that they will consult with each party shall be required only to use commercially reasonable efforts (it being understood that Section 6.5 shall (i) supersede this Section 6.1 and (ii) apply other with respect to the obtaining of all consents permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary under management, advisory, sub-advisory or advisable to consummate the transactions contemplated by this Agreement and similar contracts each party will keep the other apprised of Company and Company Subsidiary).
(b) Purchaser and Sellers the status of matters relating to contemplation of the transactions contemplated herein. Herkimer shall, upon request, furnish each other Partners Trust with all information concerning PurchaserHerkimer, Sellers, Company Herkimer Bank and their respective Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary in connection with any statement, filing, notice or application made by or on behalf of Purchaser, Sellers, Company or any of their respective Subsidiaries Partners Trust to any Governmental Entity in connection with the Business Combination or the other transactions contemplated by this Agreement. Partners Trust shall, upon request, furnish Herkimer with all information concerning Patrners Trust and SBU as may be reasonably necessary for inclusion in a proxy statement which may be furnished to shareholders of Herkimer in connection with the Special Meeting (as defined in Section 6.3 hereof). None of the information relating to Partners Trust or SBU supplied or to be supplied by Partners Trust or SBU to Herkimer expressly for inclusion in such proxy statement, as of the date such proxy statement is mailed to shareholders of Herkimer and up to and including the date of the meeting of shareholders to which such proxy statement relates, will contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Partners Trust and Herkimer shall promptly advise each other upon receiving any communication from any Governmental Entity whose consent or approval is required for consummation of the transactions contemplated by this Agreement which causes such party to believe that there is a reasonable likelihood that any Requisite Regulatory Approval (defined in Section 7.1(c) hereof) will not be obtained or that the receipt of any such approval will be materially delayed.
Appears in 1 contract
Sources: Merger Agreement (Partners Trust Financial Group Inc)
Regulatory Matters. (a) Purchaser Citizens and each Seller Republic shall (ipromptly prepare and file with the SEC the Form S-4, in which the Joint Proxy Statement will be included as a prospectus. Each of Citizens and Republic shall use its reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing, and Citizens and Republic shall thereafter mail or deliver the Joint Proxy Statement to its respective shareholders. Citizens shall file the opinion described in Section 7.3(c) take, or cause to be taken, all actions necessary or proper to comply with all legal requirements which may be imposed on such party with respect a post-effective amendment to the transactions contemplated hereby, including, without limitation, obtaining any third party consent which may be Form S-4. Citizens shall also use its reasonable best efforts to obtain all necessary state securities law or "Blue Sky" permits and approvals required to be obtained in connection with the transactions contemplated hereby and (ii) obtain (and cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity which is required or advisable to be obtained by Sellers or Purchaser, respectively, in connection with carry out the transactions contemplated by this Agreement. , and Republic shall furnish all information concerning Republic and the holders of Republic Common Stock as may be reasonably requested in connection with any such action.
(b) The parties hereto shall cooperate with each other and use their respective reasonable best efforts to promptly prepare and file all necessary documentation, and to effect all applications, notices, petitions and filings (including, if required, notification under the HSR Act)filings, to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which that are necessary or advisable to consummate the transactions contemplated by this AgreementAgreement (including the Merger), and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such third parties, Regulatory Agencies or Governmental Entities. Purchaser Republic and Sellers Citizens shall have the right to review in advance advance, and, to the extent practicable, each will consult the other on, in each case subject to applicable laws relating to the exchange confidentiality of information, all the information relating to Sellers, Company Republic or PurchaserCitizens, as the case may be, and any of their respective Subsidiaries, which appear in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. For purposes of this Section 6.1(a)In exercising the foregoing right, in taking each of the foregoing actions parties shall act reasonably and as promptly as practicable. The parties shall consult with each party shall be required only to use commercially reasonable efforts (it being understood that Section 6.5 shall (i) supersede this Section 6.1 and (ii) apply other with respect to the obtaining of all consents permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary under managementor advisable to consummate the transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated by this Agreement. Notwithstanding the foregoing, advisorynothing contained herein shall be deemed to require Citizens to take any action, sub-advisory or commit to take any action, or agree to any condition or restriction, in connection with obtaining the foregoing permits, consents, approvals and similar contracts authorizations of Company and Company SubsidiaryGovernmental Entities, that would reasonably be expected to have a material adverse effect (measured on a scale relative to Republic) on either Citizens or Republic (a "MATERIALLY BURDENSOME REGULATORY CONDITION").
(bc) Purchaser Each of Citizens and Sellers Republic shall, upon request, furnish each to the other with all information concerning Purchaseritself, Sellers, Company and their respective its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Joint Proxy Statement, the Form S-4 or any other statement, filing, notice or application made by or on behalf of PurchaserCitizens, Sellers, Company Republic or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement.
(d) Each of Citizens and Republic shall promptly advise the other upon receiving any communication from any Regulatory Agency or Governmental Entity consent or approval of which is required for consummation of the transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that any Citizens Requisite Regulatory Approval or Republic Requisite Regulatory Approval, respectively, will not be obtained or that the receipt of any such approval may be materially delayed.
(e) Republic shall cooperate with such reasonable requests as may be made by Citizens with respect to any post-Closing reorganization of Citizens's and Republic's Subsidiaries, including filing prior to the Closing such applications with Regulatory Agencies or Governmental Entities as may be necessary or desirable in connection with any such reorganization.
Appears in 1 contract
Regulatory Matters. (a) Purchaser BancorpSouth and each Seller Pinnacle shall (i) takepromptly prepare and file with the SEC the Proxy Statement, and BancorpSouth shall promptly prepare and file with the SEC the S-4, in which the Proxy Statement will be included as a prospectus. Each of Pinnacle and BancorpSouth shall use its reasonable best efforts to have the S-4 declared effective under the Securities Act as promptly as practicable after such filing, and Pinnacle shall thereafter mail the Proxy Statement to its shareholders as promptly as practicable. BancorpSouth shall also use its reasonable best efforts to obtain all necessary state securities law or cause to be taken, all actions necessary or proper to comply with all legal requirements which may be imposed on such party with respect to the transactions contemplated hereby, including, without limitation, obtaining any third party consent which may be "Blue Sky" permits and approvals required to be obtained in connection with the transactions contemplated hereby and (ii) obtain (and cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity which is required or advisable to be obtained by Sellers or Purchaser, respectively, in connection with carry out the transactions contemplated by this Agreement. .
(b) The parties hereto shall cooperate with each other and use their reasonable best efforts to promptly prepare and file all necessary documentation, and to effect all applications, notices, petitions and filings (includingfilings, if required, notification under the HSR Act), and to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this AgreementAgreement (including, without limitation, the Holding Company Merger and the Bank Merger). Purchaser Pinnacle and Sellers BancorpSouth shall have the right to review in advance andadvance, and to the extent practicable, practicable each will consult the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to Sellers, Company Pinnacle or PurchaserBancorpSouth, as the case may be, and any of their respective Subsidiaries, which appear appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. For purposes of this Section 6.1(a)In exercising the foregoing right, in taking each of the foregoing actions parties hereto shall act reasonably and as promptly as practicable. The parties hereto agree that they will consult with each party shall be required only to use commercially reasonable efforts (it being understood that Section 6.5 shall (i) supersede this Section 6.1 and (ii) apply other with respect to the obtaining of all consents permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary under management, advisory, sub-advisory or advisable to consummate the transactions contemplated by this Agreement and similar contracts each party will keep the other apprised of Company and Company Subsidiary)the status of matters relating to completion of the transactions contemplated herein.
(bc) Purchaser BancorpSouth and Sellers Pinnacle shall, upon request, furnish each other with all information concerning Purchaserthemselves, Sellers, Company and their respective Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement, the S-4 or any other statement, filing, notice or application made by or on behalf of PurchaserBancorpSouth, Sellers, Company Pinnacle or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement.
(d) BancorpSouth and Pinnacle shall promptly furnish each other with copies of written communications received by BancorpSouth or Pinnacle, as the case may be, or any of their respective Subsidiaries, Affiliates or Associates (as such terms are defined in Rule 12b-2 under the Exchange Act as in effect on the date of this Agreement) from, or delivered by any of the foregoing to, any Governmental Entity in respect of the transactions contemplated hereby.
Appears in 1 contract
Sources: Merger Agreement (Bancorpsouth Inc)
Regulatory Matters. (a) Purchaser and each Seller Each of the parties hereto shall use their respective reasonable best efforts to (i) take, or cause to be taken, and assist and cooperate with the other parties in taking, all actions necessary reasonably necessary, proper or proper advisable to comply promptly with all legal requirements which may be imposed on such party with respect to the transactions contemplated hereby, including, without limitation, including obtaining any third third-party consent which or waiver that may be required to be obtained in connection with the transactions contemplated hereby, and, to consummate the transactions contemplated hereby (including actions required to continue any contract or agreement of Seller following Closing or to avoid any penalty or other fee under such contracts and agreements, in each case arising in connection with the transactions contemplated hereby) and (ii) obtain (and assist and cooperate with the other party to obtainparties in obtaining) any permit, consent, authorizationwaiver, order or approval and authorization of, or any exemption by, any Governmental Entity which that is required or advisable to be obtained by Sellers or Purchaser, respectively, in connection with the transactions contemplated by this Agreement, including the Merger. The parties hereto shall cooperate with each other and promptly prepare and file file, as promptly as possible after the date hereof, all necessary documentation, and to effect all applications, notices, petitions and filings (including, if required, notification under the HSR Act)filings, to obtain as promptly as practicable all permits, consents, waivers, approvals and authorizations of all third parties and Governmental Entities which that are necessary or advisable to consummate the transactions contemplated by this Agreement.
(b) Each of the parties shall use their reasonable best efforts to resolve any objections that may be asserted by any Governmental Entity with respect to this Agreement or the transactions contemplated by this Agreement. Purchaser Such consents and Sellers approvals and the transactions contemplated hereby shall not have been contested by any Governmental Entity or any third party by formal proceeding. It is understood that, if any such contest is brought by formal proceeding, Parent, Acquiror and Seller may, but shall not be obligated to, answer and defend such contest or otherwise pursue the right Merger and the transactions contemplated hereby over such objection. Notwithstanding anything set forth in this Agreement, under no circumstances shall a party be required, and Seller shall not be permitted (without Parent’s written consent in its sole discretion), to review take any action, or commit to take any action, or agree to any condition or restriction, in advance connection with obtaining the foregoing permits, consents, waivers, approvals and authorizations, that (i) would have, or would be reasonably likely to have, individually or in the aggregate, a Seller Material Adverse Effect or a Parent Material Adverse Effect, as the case may be, or (ii) as to Parent or Acquiror, would prohibit or materially limit the ownership or operation by Seller, or by Parent or Acquiror or any of Parent’s other subsidiaries, of all or any material portion of the business or assets of Seller or Parent or Acquiror or any of Parent’s other subsidiaries or would compel Parent or Acquiror or any of their subsidiaries to dispose of all or any material portion of the business or assets of Seller (any of the foregoing, a “Burdensome Condition”); provided, however, that, (y) any prohibition, limitation or other requirement imposed by a Governmental Entity which is customarily imposed in published orders or approvals for transactions such as the Merger shall not be deemed to be a Burdensome Condition and (z) prior to declaring a Burdensome Condition and electing not to consummate the transactions contemplated hereby as a result thereof, Parent and Acquiror shall negotiate in good faith with the relevant Governmental Entity to seek a commercially reasonable modification to the prohibition, limitation or other requirement to reduce the burdensome nature thereof such that the prohibition, limitation or other requirement no longer constitutes a Burdensome Condition; and, provided, further, that, if requested by Parent, then Seller will take or commit to take any such action, or agree to any such condition or restriction, so long as such action, commitment, agreement, condition or restriction is binding on Seller only in the extent practicable, each will consult event the other on, in each case subject Closing occurs.
(c) Subject to applicable laws Laws relating to the exchange of information, all the information relating to Sellers, Company or Purchaser, as the case may be, Parent and any of their respective Subsidiaries, which appear in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. For purposes of this Section 6.1(a), in taking each of the foregoing actions each party shall be required only to use commercially reasonable efforts (it being understood that Section 6.5 shall (i) supersede this Section 6.1 and (ii) apply with respect to all consents necessary under management, advisory, sub-advisory and similar contracts of Company and Company Subsidiary).
(b) Purchaser and Sellers Seller shall, upon request, furnish each other with all information concerning PurchaserParent, Sellers, Company Acquiror and Seller and their respective Subsidiaries, subsidiaries and their respective directors, officers and shareholders shareholders, as applicable, and such other matters as may be reasonably necessary in connection with any statement, filing, notice or application made by or on behalf of PurchaserParent, Sellers, Company or any of their respective Subsidiaries Acquiror and Seller to any Governmental Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto shall act reasonably and as promptly as practicable.
(d) Subject to applicable Laws (including those relating to the exchange of information), Seller and Parent shall keep each other apprised of the status of matters relating to the completion of the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, subject to applicable Laws, the parties shall (i) promptly furnish each other with copies of notices or other communications received by the other party (or written summaries of communications received orally), from any third party or Governmental Entity with respect to the transactions contemplated by this Agreement, (ii) provide the other party a reasonable opportunity to review in advance, and accept the reasonable comments of the other party in connection with, any proposed communication to, including any filings with or other written materials submitted to, any Governmental Entity, and (iii) consider in good faith the other party’s views with respect to, and confer in good faith with the other party to resolve, any disagreement as to strategy with respect to any communication by the other party with any Governmental Entity or third party relating to the transactions contemplated by this Agreement. Sellers shall not participate in any meeting or substantive discussion, either in person or by telephone, with any Governmental Entity in connection with the proposed transactions unless Seller consults with Parent in advance and, to the extent not prohibited by applicable Laws, gives Parent the opportunity to attend and participate. Any such disclosures or rights to participate may be made on an outside counsel-only basis to the extent required under applicable Laws.
Appears in 1 contract
Sources: Merger Agreement (Renasant Corp)
Regulatory Matters. (a) Purchaser shall promptly prepare and each Seller file with the SEC, and Company shall (i) takecooperate in the preparation of, the Form S-4, in which the Proxy Statement will be included as a prospectus. Purchaser shall use its commercially reasonable efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing, and Company shall thereafter mail or cause deliver the Proxy Statement to be taken, Company shareholders. Purchaser shall also use its commercially reasonable efforts to obtain all actions necessary state securities Law or proper to comply with all legal requirements which may be imposed on such party with respect to the transactions contemplated hereby, including, without limitation, obtaining any third party consent which may be “Blue Sky” permits and approvals required to be obtained in connection with the transactions contemplated hereby and (ii) obtain (and cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity which is required or advisable to be obtained by Sellers or Purchaser, respectively, in connection with carry out the transactions contemplated by this Agreement, and Company shall furnish all information concerning Company and the holders of Company Common Shares as may be reasonably requested in connection with any such action. Table of Contents
(b) The parties hereto shall cooperate with each other and use their respective commercially reasonable efforts to promptly prepare and file all necessary documentation, and to effect all applications, notices, petitions and filings (including, if required, notification under the HSR Act)filings, to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which that are necessary or advisable to consummate the transactions contemplated by this AgreementAgreement (including the Merger and the Bank Merger), and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such third parties or Governmental Entities. Company and Purchaser and Sellers shall have the right to review in advance advance, and, to the extent practicable, each will consult the other on, in each case subject to applicable laws relating to the exchange of informationLaws, all the information relating to Sellers, Company or Purchaser, as the case may be, and any of their respective Subsidiaries, which that appear in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. For purposes of this Section 6.1(a)In exercising the foregoing right, in taking each of the foregoing actions parties shall act reasonably and as promptly as practicable. The parties shall consult with each party shall be required only to use commercially reasonable efforts (it being understood that Section 6.5 shall (i) supersede this Section 6.1 and (ii) apply other with respect to the obtaining of all consents permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary under managementor advisable to consummate the transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated by this Agreement. Each party shall consult with the other in advance of any meeting or conference with any Governmental Entity and to the extent permitted by such Governmental Entity, advisorygive the other party and/or its counsel the opportunity to attend and participate in such meetings and conferences. Notwithstanding anything contained herein to the contrary, sub-advisory in no event shall the foregoing or any other provision of this Agreement require Purchaser or Company to take or commit to take any actions in connection with obtaining such consents, approvals and similar contracts of authorizations, or agree to or suffer any condition or restriction on Purchaser, Company and Company Subsidiary)or the Surviving Corporation in connection therewith, that would or could reasonably be expected to have a material adverse effect (measured on a scale relative to Company) on Purchaser or Company.
(bc) Each of Purchaser and Sellers Company shall, upon request, furnish each to the other with all information concerning Purchaseritself, Sellers, Company and their respective its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement, the Form S-4 or any other statement, filing, notice or application made by or on behalf of Purchaser, Sellers, Company or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger, the Bank Merger and the other transactions contemplated by this Agreement. Each of Purchaser and Company agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (i) the Form S-4 will, at the time the Form S-4 and each amendment or supplement thereto, if any, becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) the Proxy Statement and any amendment or supplement thereto will, at the date of mailing to shareholders and at the time of the Company Shareholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which such statement was made, not misleading. Each of Purchaser and Company further agrees that if it becomes aware that any information furnished by it would cause any of the statements in the Form S-4 or the Proxy Statement to be false or misleading with respect to any material fact, or to omit to state any material fact required to be stated therein or necessary to make the statements therein not false or misleading, to promptly inform the other party thereof and to take appropriate steps to correct the Form S-4 or the Proxy Statement. Table of Contents
(d) Each of Purchaser and Company shall promptly advise the other upon receiving any communication from any Governmental Entity the consent or approval of which is required for consummation of the transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that any Requisite Regulatory Approval will not be obtained or that the receipt of any such approval may be materially delayed.
Appears in 1 contract