Common use of Legal Conditions to Merger Clause in Contracts

Legal Conditions to Merger. Each of Parent and the Company shall, and shall cause its Subsidiaries to, use their reasonable best efforts (a) to take, or cause to be taken, all actions necessary, proper or advisable to comply promptly with all legal requirements which may be imposed on such party or its Subsidiaries with respect to the Merger and, subject to the conditions set forth in Article VIII hereof, to consummate the transactions contemplated by this Agreement and (b) to obtain (and to cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity and any other third party which is required to be obtained by the Company or Parent or any of their respective Subsidiaries in connection with the Merger and the other transactions contemplated by this Agreement, and to comply with the terms and conditions of such consent, authorization, order or approval.

Appears in 13 contracts

Samples: Agreement and Plan of Merger (Susquehanna Bancshares Inc), Agreement and Plan of Merger (Community Banks Inc /Pa/), Agreement and Plan of Merger (Susquehanna Bancshares Inc)

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Legal Conditions to Merger. Each Subject in all respects to Section 6.1 of this Agreement, each of Parent and the Company shall, and shall cause its Subsidiaries to, use their reasonable best efforts (a) to take, or cause to be taken, all actions necessary, proper or advisable to comply promptly with all legal requirements which that may be imposed on such party or its Subsidiaries with respect to the Merger and, subject to the conditions set forth in Article VIII VII hereof, to consummate the transactions contemplated by this Agreement Agreement, and (b) to obtain (and to cooperate with the other party to obtain) any material consent, authorization, order or approval of, or any exemption by, any Governmental Entity and any other third party which that is required to be obtained by the Company or Parent or any of their respective Subsidiaries in connection with the Merger and the other transactions contemplated by this Agreement, and to comply with the terms and conditions of such consent, authorization, order or approval.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Royal Bank of Canada), Agreement and Plan of Merger (Canadian Imperial Bank of Commerce /Can/), Agreement and Plan of Merger (Privatebancorp, Inc)

Legal Conditions to Merger. Each of Parent Buyer and the Company shall, and shall cause its Subsidiaries to, use their reasonable best efforts (a) to take, or cause to be taken, all actions necessary, proper or advisable to comply promptly with all legal requirements which may be imposed on such party or its Subsidiaries with respect to the Merger and, subject to the conditions set forth in Article VIII hereof, to consummate the transactions contemplated by this Agreement and (b) to obtain (and to cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity and any other third party which is required to be obtained by the Company or Parent Buyer or any of their respective Subsidiaries in connection with the Merger and the other transactions contemplated by this Agreement, and to comply with the terms and conditions of such consent, authorization, order or approval.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (North Fork Bancorporation Inc), Agreement and Plan of Merger (Zions Bancorporation /Ut/), Agreement and Plan of Merger (North Fork Bancorporation Inc)

Legal Conditions to Merger. Each of Parent and the Company shall, and shall cause its Subsidiaries to, use their reasonable best efforts (a) to take, or cause to be taken, all actions necessary, proper or advisable to comply promptly with all legal requirements which may be imposed on such party Party or its Subsidiaries with respect to the Merger and, subject to the conditions set forth in Article VIII hereofVII of this Agreement, to consummate the transactions contemplated by this Agreement and (b) to obtain (and to cooperate with the other party Party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity and any other third party which that is required to be obtained by the Company or Parent or any of their respective Subsidiaries in connection with the Merger and the other transactions contemplated by this Agreement, and to comply with the terms and conditions of such consent, authorization, order or approval.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Somerset Hills Bancorp), Agreement and Plan of Merger (Lakeland Bancorp Inc), Agreement and Plan of Merger (Lakeland Bancorp Inc)

Legal Conditions to Merger. Each of Parent the Buyer and its Affiliates and the Company Seller shall, and the Seller shall cause its Subsidiaries subsidiaries to, use their reasonable best efforts (a) to take, or cause to be taken, all actions necessary, proper or advisable to comply promptly with all legal requirements which that may be imposed on such party or its Subsidiaries subsidiaries with respect to the Merger and, subject to the conditions set forth in Article VIII VII hereof, to consummate the transactions contemplated by this Agreement Agreement, and (b) to obtain (and to cooperate with the other party to obtain) any material consent, authorization, order or approval of, or any exemption by, any Governmental Entity Authority and any other third party which that is required to be obtained by the Company Buyer or Parent the Seller or any of their respective Subsidiaries subsidiaries in connection with the Merger, the Bank Merger and the other transactions contemplated by this Agreement, and to comply with the terms and conditions of such consent, authorization, order or approval.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Ust Corp /Ma/), Agreement and Plan of Merger (Commonwealth Bancorp Inc), Exhibit 1. Agreement and Plan of Merger (Citizens Financial Group Inc/De)

Legal Conditions to Merger. Each of Parent Acquiror and the Company shall, and shall cause its Subsidiaries their subsidiaries to, use their reasonable best efforts (a) to take, or cause to be taken, all actions necessary, proper or advisable to comply promptly with all legal requirements which may be imposed on such party or its Subsidiaries subsidiaries with respect to the Merger and, subject to the conditions set forth in Article Articles VII, VIII and IX hereof, to consummate the transactions contemplated by this Agreement Agreement, and (b) to obtain (and to cooperate with the other party to obtain) any Requisite Regulatory Approvals, consent, authorization, order or approval of, or any exemption by, any Governmental Entity governmental entity and any other third party which is required to be obtained by the Company or Parent Acquiror or any of their respective Subsidiaries subsidiaries in connection with the Merger and the other transactions contemplated by this Agreement, and to comply with the terms and conditions of such consent, authorization, order or approval.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Anchor Bancorp Wisconsin Inc), Agreement and Plan of Merger (First Federal Capital Corp), Agreement and Plan of Merger (First Federal Capital Corp)

Legal Conditions to Merger. Each of Parent the Buyer and the Company shall, and shall cause each of its Subsidiaries subsidiaries to, use their its reasonable best efforts (a) to take, or cause to be taken, all actions necessary, proper or advisable to comply promptly with all legal requirements which may be imposed on such party or its Subsidiaries subsidiaries with respect to the Merger and, subject to the conditions set forth in Article VIII IX hereof, to consummate the transactions contemplated by this Agreement and (b) to obtain (and to cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity and any other third party which is required to be obtained by the Company or Parent the Buyer or any of their respective Subsidiaries subsidiaries in connection with the Merger and the other transactions contemplated by this Agreement, and to comply with the terms and conditions of such consent, authorization, order or approval.

Appears in 4 contracts

Samples: Merger Agreement, Merger Agreement (Pc Connection Inc), Merger Agreement (Cyberian Outpost Inc)

Legal Conditions to Merger. Each of Parent Holdings and the Company Golden State shall, and shall cause its Subsidiaries to, use their its reasonable best efforts (a) to take, or cause to be taken, all actions necessary, proper or advisable to comply promptly with all legal requirements which may be imposed on such party or its Subsidiaries with respect to the Mergers or the SubsidIary Merger and, subject to the conditions set forth in Article VIII VII hereof, to consummate the transactions contemplated by this Agreement and (b) to obtain (and to cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity and any other third party which is required to be obtained by the Company Parent Holdings or Parent Golden State or any of their respective Subsidiaries in connection with the Mergers and the Subsidiary Merger and the other transactions contemplated by this Agreement, and to comply with the terms and conditions of such consent, authorization, order or approval.

Appears in 3 contracts

Samples: Agreement and Plan of Reorganization (Mafco Holdings Inc), Agreement and Plan of Reorganization (First Nationwide Holdings Inc), Agreement and Plan of Reorganization (First Nationwide Parent Holdings Inc)

Legal Conditions to Merger. Each of Parent and the Company shall, and shall cause its Subsidiaries to, use their reasonable best efforts (a) to take, or cause to be taken, all actions necessary, proper or advisable to comply promptly with all legal requirements which may be imposed on such party or its Subsidiaries with respect to the Merger and, subject to the conditions set forth in Article VIII VII hereof, to consummate the transactions contemplated by this Agreement and (b) to obtain (and to cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity and any other third party which is required to be obtained by the Company or Parent or any of their respective Subsidiaries in connection with the Merger and the other transactions contemplated by this Agreement, and to comply with the terms and conditions of such consent, authorization, order or approval.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Fulton Financial Corp), Agreement and Plan of Merger (Lakeland Bancorp Inc), Agreement and Plan of Merger (First Washington Financial Corp)

Legal Conditions to Merger. Each of Parent Buyer and the Company shall, and shall cause its Subsidiaries to, use their commercially reasonable best efforts (a) to take, or cause to be taken, all actions necessary, proper or advisable to comply promptly with all legal requirements which may be imposed on such party or its Subsidiaries with respect to the Merger or the Subsidiary Merger and, subject to the conditions set forth in Article VIII hereof, to consummate the transactions contemplated by this Agreement and (b) to obtain (and to cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity and any other third party which is required to be obtained by the Company or Parent Buyer or any of their respective Subsidiaries in connection with the Merger and the Subsidiary Merger and the other transactions contemplated by this Agreement, and to comply with the terms and conditions of such consent, authorization, order or approval.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Monocacy Bancshares Inc), Agreement and Plan of Merger (F&m Bancorp), Agreement and Plan of Merger (Patapsco Valley Bancshares Inc)

Legal Conditions to Merger. Each Subject to Section 6.13, each of Parent and the Company shallwill, and shall will cause its Subsidiaries to, use their commercially reasonable best efforts (ai) to take, or cause to be taken, all actions necessary, proper or advisable to comply promptly with all legal requirements which that may be imposed on such party or its Subsidiaries with respect to the Merger and, subject to the conditions set forth in Article VIII hereofVII, to consummate the transactions contemplated by this Agreement and (bii) to obtain (and to cooperate with the other party to obtain) any material consent, authorization, order or approval of, or any exemption by, any Governmental Entity and any other third party which that is required to be obtained by the Company or Parent or any of their respective Subsidiaries in connection with the Merger and the other transactions contemplated by this Agreement, and to comply with the terms and conditions of such consent, authorization, order or approval.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Exult Inc), Agreement and Plan of Merger (Hewitt Associates Inc), Agreement and Plan of Merger (Hewitt Associates Inc)

Legal Conditions to Merger. Each of Parent BancorpSouth and the Company shall, and shall cause its Subsidiaries to, use their reasonable best efforts (a) to take, or cause to be taken, all actions necessary, proper or advisable to comply promptly with all legal requirements which may be imposed on such party or its Subsidiaries with respect to the Merger and, subject to the conditions set forth in Article VIII hereof, to consummate the transactions contemplated by this Agreement and (b) to obtain (and to cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity and any other third party which is required to be obtained by the Company or Parent BancorpSouth or any of their respective Subsidiaries in connection with the Merger and the other transactions contemplated by this Agreement, and to comply with the terms and conditions of such consent, authorization, order or approval.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Bancorpsouth Inc), Agreement and Plan of Merger (Bancorpsouth Inc)

Legal Conditions to Merger. Each of Parent the Buyer and the Company Seller shall, and shall cause its their respective Subsidiaries to, use their reasonable best efforts (a) to take, or cause to be taken, all actions necessary, proper or advisable to comply promptly with all legal requirements which that may be imposed on such party or its Subsidiaries with respect to the Merger and, subject to the conditions set forth in Article VIII VII hereof, to consummate the transactions contemplated by this Agreement Agreement, and (b) to obtain (and to cooperate with the other party to obtain) any material consent, authorization, order or approval of, or any exemption by, any Governmental Entity Authority and any other third party which that is required to be obtained by the Company Buyer or Parent the Seller or any of their respective Subsidiaries in connection with the Merger and the other transactions contemplated by this Agreement, and to comply with the terms and conditions of such consent, authorization, order or approval.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Boston Private Financial Holdings Inc), Agreement and Plan of Merger (Boston Private Financial Holdings Inc)

Legal Conditions to Merger. Each of Parent and the Company shall, and shall cause its Subsidiaries to, use their reasonable best efforts (a) to take, or cause to be taken, all actions which it deems necessary, proper or advisable to comply promptly with all legal requirements which may be imposed on such party or its Subsidiaries with respect to the Merger and, subject to the satisfaction of the conditions set forth in Article VIII hereof, to consummate the transactions contemplated by this Agreement and (b) to obtain (and to cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity and any other third party which is required to be obtained by the Company or Parent or any of their respective Subsidiaries in connection with the Merger and the other transactions contemplated by this Agreement, and to comply with the terms and conditions of such consent, authorization, order or approval.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Pennsylvania Commerce Bancorp Inc), Agreement and Plan of Merger (Republic First Bancorp Inc)

Legal Conditions to Merger. Each Subject in all respects to Section 6.1, each of Parent and the Company shall, and shall cause its Subsidiaries to, use their reasonable best efforts (a) to take, or cause to be taken, all actions necessary, proper or advisable to comply promptly with all legal requirements which that may be imposed on such party or its Subsidiaries with respect to the Mergers and the Bank Merger and, subject to the conditions set forth in Article VIII hereofVII, to consummate the transactions contemplated by this Agreement and (b) to obtain (and to cooperate with the other party to obtain) any material consent, authorization, order or approval of, or any exemption by, any Governmental Entity and any other third party which that is required to be obtained by the Company or Parent or any of their respective Subsidiaries in connection with the Mergers, the Bank Merger and the other transactions contemplated by this Agreement, and to comply with the terms and conditions of such consent, authorization, order or approval.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (HomeStreet, Inc.), Agreement and Plan of Merger (Firstsun Capital Bancorp)

Legal Conditions to Merger. Each of Parent Buyer and the Company shall, and shall cause its Subsidiaries to, use their all reasonable best efforts (a) to take, or cause to be taken, all actions necessary, proper or advisable to comply promptly with all legal requirements which may be imposed on such party or its Subsidiaries with respect to the Merger and, subject to or the conditions set forth in Article VIII hereof, Subsidiary Merger and to consummate the transactions contemplated by this Agreement and (b) to obtain (and to cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity and any other third party which is required to be obtained by the Company or Parent Buyer or any of their respective Subsidiaries in connection with the Merger or the Subsidiary Merger and the other transactions contemplated by this Agreement, and to comply with the terms and conditions of such consent, authorization, order or approval.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Provident Bankshares Corp), Agreement and Plan of Merger (First Citizens Financial Corp)

Legal Conditions to Merger. Each (a) Subject to the terms and conditions of this Agreement, each of Parent and the Subject Company shall, and shall cause its Subsidiaries to, to use their reasonable best efforts (ai) to take, or cause to be taken, all actions necessary, proper or advisable to comply promptly with all legal requirements which may be imposed on such party or its Subsidiaries with respect to the Merger and, subject to the conditions set forth in Article VIII VII hereof, to consummate the transactions contemplated by this Agreement and (bii) to obtain (and to cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity and any other third party which is required to be obtained by the Subject Company or Parent or any of their respective Subsidiaries in connection with the Merger and the other transactions contemplated by this Agreement, and to comply with the terms and conditions of such consent, authorization, order or approval.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (First Interstate Bancorp /De/), Agreement and Plan of Merger (First Interstate Bancorp /De/)

Legal Conditions to Merger. Each of Parent and the Company shall, and shall cause its Subsidiaries to, use their reasonable best efforts (ai) to take, or cause to be taken, all actions necessary, proper or advisable to comply promptly with all legal requirements which that may be imposed on such party or its Subsidiaries with respect to the Merger and, subject to the conditions set forth in Article VIII hereofVII, to consummate the transactions contemplated by this Agreement Agreement, and (bii) to obtain (and to cooperate with the other party to obtain) any material consent, authorization, order or approval of, or any exemption by, any Governmental Entity and any other third party which that is required to be obtained by the Company or Parent or any of their respective Subsidiaries in connection with the Merger and the other transactions contemplated by this Agreement, and to comply with the terms and conditions of such consent, authorization, order or approval.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Tierone Corp), Agreement and Plan of Merger (Tierone Corp)

Legal Conditions to Merger. Each Subject in all respects to Section 6.1, each of Parent and the Company shall, and shall cause its their respective Subsidiaries to, use their respective reasonable best efforts (a) to take, or cause to be taken, all actions necessary, proper or advisable to comply promptly with all legal requirements which that may be imposed on such party or its Subsidiaries with respect to the Merger and, subject to the conditions set forth in Article VIII VII hereof, to consummate the transactions contemplated by this Agreement Agreement, and (b) to obtain (and to cooperate with the other party to obtain) any material consent, authorization, order or approval of, or any exemption by, any Governmental Entity and any other third party which that is required to be obtained by the Company or Parent or any of their respective Subsidiaries in connection with the Merger and the other transactions contemplated by this Agreement, and to comply with the terms and conditions of such consent, authorization, order or approval.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Chubb Corp), Agreement and Plan of Merger

Legal Conditions to Merger. Each of Parent the Buyer and the Company Seller shall, and shall cause each of its Subsidiaries subsidiaries to, use their its reasonable best efforts (a) to take, or cause to be taken, all actions necessary, proper or advisable to comply promptly with all legal requirements which may be imposed on such party or its Subsidiaries subsidiaries with respect to the Merger and, subject to the conditions set forth in Article VIII hereof, to consummate the transactions contemplated by this Agreement and (b) to obtain (and to cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity and any other third party which is required to be obtained by the Company Seller or Parent the Buyer or any of their respective Subsidiaries subsidiaries in connection with the Merger and the other transactions contemplated by this Agreement, and to comply with the terms and conditions of such consent, authorization, order or approval.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Home Port Bancorp Inc), Agreement and Plan of Merger (Seacoast Financial Services Corp)

Legal Conditions to Merger. Each of Parent and the Company shall, and shall cause its Subsidiaries to, use their reasonable best efforts (a) to take, or cause to be taken, all actions necessary, proper or advisable to comply promptly with all legal requirements which may be imposed on such party Party or its Subsidiaries with respect to the Merger and, subject to the conditions set forth in Article VIII hereofVII of this Agreement, to consummate the transactions contemplated by this Agreement and (b) to obtain (and to cooperate with the other party Party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity and any other third party which that is required to be obtained by the Company or Parent or any of their respective Subsidiaries in connection with the Merger, the Bank Merger and the other transactions contemplated by this Agreement, and to comply with the terms and conditions of such consent, authorization, order or approval.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Center Bancorp Inc), Agreement and Plan of Merger (ConnectOne Bancorp, Inc.)

Legal Conditions to Merger. Each (a) Subject to the terms and conditions of this Agreement, each of Parent and the Subject Company shall, and shall cause its Subsidiaries to, use their reasonable best efforts (ai) to take, or cause to be taken, all actions necessary, proper or advisable to comply promptly with all legal requirements which may be imposed on such party or its Subsidiaries with respect to the Merger and, subject to the conditions set forth in Article VIII VII hereof, to consummate the transactions contemplated by this Agreement and (bii) to obtain (and to cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity and any other third party which is required to be obtained by the Subject Company or Parent or any of their respective Subsidiaries in connection with the Merger and the other transactions contemplated by this Agreement, and to comply with the terms and conditions of any such consent, authorization, order or approval.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (First Interstate Bancorp /De/), 1 Agreement and Plan of Merger (Wells Fargo & Co)

Legal Conditions to Merger. Each of Parent Buyer and the Company shall, and shall cause its Subsidiaries to, use their reasonable best efforts (a) to take, or cause to be taken, all actions necessary, proper or advisable to comply promptly with all legal requirements which may be imposed on such party or its Subsidiaries with respect to the Merger and, subject to the conditions set forth in Article VIII VII hereof, to consummate the transactions contemplated by this Agreement and (b) to obtain (and to cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity and any other third party which is required to be obtained by the Company or Parent Buyer or any of their respective Subsidiaries in connection with the Merger and the other transactions contemplated by this Agreement, and to comply with the terms and conditions of such consent, authorization, order or approval.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Center Bancorp Inc), And Restated Agreement and Plan of Merger (Center Bancorp Inc)

Legal Conditions to Merger. Each of Parent the Buyer and the Company Seller shall, and shall cause each of its Subsidiaries subsidiaries to, use their its reasonable best efforts (a) to take, or cause to be taken, all actions necessary, proper or advisable to comply promptly with all legal requirements which may be imposed on such party or its Subsidiaries subsidiaries with respect to the Merger and, subject to the conditions set forth in Article VIII VII hereof, to consummate the transactions contemplated by this Agreement and (b) to obtain (and to cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity and any other third party which is required to be obtained by the Company Seller or Parent the Buyer or any of their respective Subsidiaries subsidiaries in connection with the Merger and the other transactions contemplated by this Agreement, and to comply with the terms and conditions of such consent, authorization, order or approval.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Andover Bancorp Inc)

Legal Conditions to Merger. Each of Parent and the Company shall, and shall cause its Subsidiaries to, use their reasonable best efforts (a) to take, or cause to be taken, all actions necessary, proper or advisable to comply promptly with all legal requirements which may be imposed on such party or its Subsidiaries with respect to the Merger and the Bank Merger and, subject to the conditions set forth in Article VIII VII hereof, to consummate the transactions contemplated by this Agreement and (b) to obtain (and to cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity and any other third party which is required to be obtained by the Company or Parent or any of their respective Subsidiaries in connection with the Merger, the Bank Merger and the other transactions contemplated by this Agreement, and to comply with the terms and conditions of such consent, authorization, order or approval.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Lakeland Bancorp Inc)

Legal Conditions to Merger. Each of Parent and the Company Bank shall, and shall cause its Subsidiaries to, use their reasonable best efforts (a) to take, or cause to be taken, all actions necessary, proper or advisable to comply promptly with all legal requirements which may be imposed on such party or its Subsidiaries with respect to the Merger and, subject to the conditions set forth in Article VIII hereof, to consummate the transactions contemplated by this Agreement and (b) to obtain (and to cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity and any other third party which is required to be obtained by the Company Bank or Parent or any of their respective Subsidiaries in connection with the Merger and the other transactions contemplated by this Agreement, and to comply with the terms and conditions of such consent, authorization, order or approval.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Susquehanna Bancshares Inc)

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Legal Conditions to Merger. Each of Parent Acquiror and the Company Bank shall, and shall cause its Subsidiaries to, use their reasonable best efforts (a) to take, or cause to be taken, all actions necessary, proper or advisable to comply promptly with all legal requirements which may be imposed on such party Party or its Subsidiaries with respect to the Merger and, subject to the conditions set forth in Article VIII hereofVII of this Agreement, to consummate the transactions contemplated by this Agreement and (b) to obtain (and to cooperate with the other party Party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity and any other third party which that is required to be obtained by the Company Bank or Parent Acquiror or any of their respective Subsidiaries in connection with the Merger and the other transactions contemplated by this Agreement, and to comply with the terms and conditions of such consent, authorization, order or approval.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Wilshire Bancorp Inc)

Legal Conditions to Merger. Each of Parent Buyer and the Company shall, and shall cause its Subsidiaries to, use their reasonable best efforts (a) to take, or cause to be taken, all actions necessary, proper or advisable to comply promptly with all legal requirements which may be imposed on such party or its Buyer’s Subsidiaries with respect to the Merger and, subject to the conditions set forth in Article VIII VII hereof, to consummate the transactions contemplated by this Agreement and (b) to obtain (and to cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity and any other third party which is required to be obtained by the Company or Parent Buyer or any of their respective Buyer’s Subsidiaries in connection with the Merger and the other transactions contemplated by this Agreement, and to comply with the terms and conditions of such consent, authorization, order or approval.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Center Bancorp Inc)

Legal Conditions to Merger. Each of Parent the Buyer and its Affiliates, and the Company Seller shall, and the Seller shall cause its Subsidiaries subsidiaries to, use their reasonable best efforts (a) to take, or cause to be taken, all actions necessary, proper or advisable to comply promptly with all legal requirements which that may be imposed on such party or its Subsidiaries subsidiaries with respect to the Merger and, subject to the conditions set forth in Article VIII VII hereof, to consummate the transactions contemplated by this Agreement Agreement, and (b) to obtain (and to cooperate with the other party to obtain) any material consent, authorization, order or approval of, or any exemption by, any Governmental Entity Authority and any other third party which that is required to be obtained by the Company Buyer or Parent the Seller or any of their respective Subsidiaries subsidiaries in connection with the Merger, the Bank Merger and the other transactions contemplated by this Agreement, and to comply with the terms and conditions of such consent, authorization, order or approval.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Port Financial Corp)

Legal Conditions to Merger. Each Subject in all respects to Section 6.1 of this Agreement, Parent and the Company shallshall each, and shall cause its their respective Subsidiaries to, use their reasonable best efforts (a) to take, or cause to be taken, all actions necessary, proper or advisable to comply promptly with all legal and regulatory requirements which that may be imposed on such party or its Subsidiaries with respect to the Merger and, subject to the conditions set forth in Article VIII VII hereof, to consummate the transactions contemplated by this Agreement Agreement, and (b) to obtain (and to cooperate with the other party to obtain) any material consent, authorization, order or approval of, or any exemption by, any Governmental Entity and any other third party which that is required to be obtained by the Company or Company, Parent or any of their respective Subsidiaries in connection with the Merger and the other transactions contemplated by this Agreement, and to comply with the terms and conditions of such consent, authorization, order or approval.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Stonegate Mortgage Corp)

Legal Conditions to Merger. Each of Parent ConnectOne and the Company Greater Xxxxxx shall, and shall cause its Subsidiaries to, use their reasonable best efforts (a) to take, or cause to be taken, all actions necessary, proper or advisable to comply promptly with all legal requirements which may be imposed on such party Party or its Subsidiaries with respect to the Merger and, subject to the conditions set forth in Article VIII hereofVII of this Agreement, to consummate the transactions contemplated by this Agreement and (b) to obtain (and to cooperate with the other party Party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity and any other third party which that is required to be obtained by the Company Greater Xxxxxx or Parent ConnectOne or any of their respective Subsidiaries in connection with the Merger and the other transactions contemplated by this Agreement, and to comply with the terms and conditions of such consent, authorization, order or approval.

Appears in 1 contract

Samples: Agreement and Plan of Merger (ConnectOne Bancorp, Inc.)

Legal Conditions to Merger. Each of Parent the Buyer and the Company Seller shall, and the Buyer shall cause its Subsidiaries to, use their reasonable best efforts (a) to take, or cause to be taken, all actions necessary, proper or advisable to comply promptly with all legal requirements which that may be imposed on such party or its Subsidiaries with respect to the Merger and, subject to the conditions set forth in Article VIII VII hereof, to consummate the transactions contemplated by this Agreement Agreement, and (b) to obtain (and to cooperate with the other party to obtain) any material consent, authorization, order or approval of, or any exemption by, any Governmental Entity Authority and any other third party which that is required to be obtained by the Company Buyer or Parent the Seller or any of their respective Buyer’s Subsidiaries in connection with the Merger and the other transactions contemplated by this Agreement, and to comply with the terms and conditions of such consent, authorization, order or approval.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Century Commercial Bancorp Inc)

Legal Conditions to Merger. Each of Parent 1st Constitution and the Company RFH shall, and shall cause its Subsidiaries to, use their reasonable best efforts (a) to take, or cause to be taken, all actions necessary, proper or advisable to comply promptly with all legal requirements which may be imposed on such party Party or its Subsidiaries with respect to the Merger and, subject to the conditions set forth in Article VIII hereofVII of this Agreement, to consummate the transactions contemplated by this Agreement and (b) to obtain (and to cooperate with the other party Party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity and any other third party which that is required to be obtained by the Company RFH or Parent 1st Constitution or any of their respective Subsidiaries in connection with the Merger and the other transactions contemplated by this Agreement, and to comply with the terms and conditions of such consent, authorization, order or approval.

Appears in 1 contract

Samples: Agreement and Plan of Merger (1st Constitution Bancorp)

Legal Conditions to Merger. Each of Parent and the Company shall, and shall cause its Subsidiaries to, use their reasonable best efforts (a) to take, or cause to be taken, all actions necessary, proper or advisable to comply promptly with all legal requirements which may be imposed on such party or its Subsidiaries with respect to the Merger or the Bank Merger and, subject to the conditions set forth in Article VIII hereof, to consummate the transactions contemplated by this Agreement and (b) to obtain (and to cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity and any other third party which is required to be obtained by the Company or Parent or any of their respective Subsidiaries in connection with the Merger or the Bank Merger and the other transactions contemplated by this Agreement, and to comply with the terms and conditions of such consent, authorization, order or approval.. 7.5

Appears in 1 contract

Samples: Agreement and Plan of Merger (First Palm Beach Bancorp Inc)

Legal Conditions to Merger. Each of Parent Target and the Company Acquiror shall, and shall cause its their respective Subsidiaries to, use their reasonable best efforts (a) to take, or cause to be taken, all actions reasonably necessary, proper or advisable to comply promptly with all legal requirements which that may be imposed on such party or its Subsidiaries with respect to the Merger and, subject to the conditions set forth in Article VIII VII hereof, to consummate the transactions contemplated by this Agreement Agreement, and (b) to obtain (and to cooperate with the other party parties to obtain) any material consent, authorization, order or approval of, or any exemption by, any Governmental Entity or Regulatory Agency and any other third party which that is required to be obtained by the Company Acquiror or Parent or any of their respective Subsidiaries Target in connection with the Merger and the other transactions contemplated by this Agreement, and to comply with the terms and conditions of such consent, authorization, order or approval.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Pinnacle Financial Partners Inc)

Legal Conditions to Merger. Each of Parent and the Company shall, and shall cause its Subsidiaries to, use their reasonable best efforts (a) to take, or cause to be taken, all actions necessary, proper or advisable to comply promptly with all legal requirements which may be imposed on such party or its Subsidiaries with respect to the Merger and, subject to the conditions set forth in Article VIII hereof, to consummate the transactions contemplated by this Agreement and (b) to obtain (and to cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity and any other third party which is required to be obtained by the Company or Parent or any of their respective Subsidiaries in connection with the Merger and the other transactions contemplated by this Agreement, and to comply with the terms and conditions of such consent, authorization, order or approval.. 7.5

Appears in 1 contract

Samples: Agreement and Plan of Merger Agreement and Plan of Merger (Financial Bancorp Inc)

Legal Conditions to Merger. Each Subject in all respects to Section 6.1 of this Agreement, each of Parent and the Company shall, and shall cause its Subsidiaries to, use their reasonable best efforts (a) to take, or cause to be taken, all actions necessary, proper or advisable to comply promptly with all legal requirements which that may be imposed on such party or its Subsidiaries with respect to the Merger and Bank Merger and, subject to the conditions set forth in Article VIII VII hereof, to consummate the transactions contemplated by this Agreement Agreement, and (b) to obtain (and to cooperate with the other party to obtain) any material consent, authorization, order or approval of, or any exemption by, any Governmental Entity and any other third party which that is required to be obtained by the Company or Parent or any of their respective Subsidiaries in connection with the Merger and the other transactions contemplated by this Agreement, and to comply with the terms and conditions of such consent, authorization, order or approval.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Mb Financial Inc /Md)

Legal Conditions to Merger. Each of Target, Parent and the Company Acquiror shall, and shall cause its their respective Subsidiaries to, use their reasonable best efforts (a) to take, or cause to be taken, all actions reasonably necessary, proper or advisable to comply promptly with all legal requirements which that may be imposed on such party or its Subsidiaries with respect to the Merger and, subject to the conditions set forth in Article VIII VII hereof, to consummate the transactions contemplated by this Agreement Agreement, and (b) to obtain (and to cooperate with the other party parties to obtain) any material consent, authorization, order or approval of, or any exemption by, any Governmental Entity or Regulatory Agency and any other third party which that is required to be obtained by the Company Parent, Acquiror or Parent or any of their respective Subsidiaries Target in connection with the Merger and the other transactions contemplated by this Agreement, and to comply with the terms and conditions of such consent, authorization, order or approval.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Pinnacle Financial Partners Inc)

Legal Conditions to Merger. Each of Parent and the Subject Company shall, and shall cause its Subsidiaries to, use their reasonable best efforts (a) to take, or cause to be taken, all actions necessary, proper or advisable to comply promptly with all legal requirements which may be imposed on such party or its Subsidiaries with respect to the Merger and, subject to the conditions set forth in Article VIII VII hereof, to consummate the transactions contemplated by this Agreement and (b) to obtain (and to cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity and any other third party which is required to be obtained by the Subject Company or Parent or any of their respective Subsidiaries in connection with the Merger and the other transactions contemplated by this Agreement, and to comply with the terms and conditions of such consent, authorization, order or approval.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Baybanks Inc)

Legal Conditions to Merger. Each of Parent Parent, Buyer Bank and the Company shall, and shall cause its Subsidiaries to, use their reasonable best efforts (a) to take, or cause to be taken, all actions necessary, proper or advisable to comply promptly with all legal requirements which may be imposed on such party or its Subsidiaries with respect to the Merger and, subject to the conditions set forth in Article VIII hereof, to consummate the transactions contemplated by this Agreement the Merger Documents and (b) to obtain (and to cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity and any other third party which is required to be obtained by the Company Company, Parent or Parent Buyer Bank or any of their respective Subsidiaries in connection with the Merger and the other transactions contemplated by this Agreementthe Merger Documents, and to comply with the terms and conditions of such consent, authorization, order or approval.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Cbny Investment Services Corp)

Legal Conditions to Merger. Each of Parent Purchaser and the Company Shore shall, and shall cause its Subsidiaries to, use their reasonable best efforts (a) to take, or cause to be taken, all actions necessary, proper or advisable to comply promptly with all legal requirements which may be imposed on such party Party or its Subsidiaries with respect to the Merger and, subject to the conditions set forth in Article VIII hereofVII of this Agreement, to consummate the transactions contemplated by this Agreement and (b) to obtain (and to cooperate with the other party Party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental Entity and any other third party which that is required to be obtained by the Company Shore or Parent Purchaser or any of their respective Subsidiaries in connection with the Merger and the other transactions contemplated by this Agreement, and to comply with the terms and conditions of such consent, authorization, order or approval.

Appears in 1 contract

Samples: Agreement and Plan of Merger (1st Constitution Bancorp)

Legal Conditions to Merger. Each of Parent and the Company shall, and shall cause its Subsidiaries to, use their its commercially reasonable best efforts (ai) to take, or cause to be taken, all actions necessary, proper or advisable to comply promptly with all legal requirements which that may be imposed on such party or its Subsidiaries with respect to the Merger and, subject to the conditions set forth in Article VIII hereof8, to consummate the transactions contemplated by this Agreement Agreement, and (bii) to obtain (and to cooperate with the other party to obtain) any material consent, authorization, order or approval of, or any exemption by, any Governmental Entity and any other third party which that is required to be obtained by the Company or Parent or any of their respective Subsidiaries in connection with the Merger and the other transactions contemplated by this Agreement, and to comply with the terms and conditions of such consent, authorization, order or approval.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Capital Gold Corp)

Legal Conditions to Merger. Each of Target, Parent and the Company Acquiror shall, and Parent shall cause its Subsidiaries to, use their reasonable best efforts (a) to take, or cause to be taken, all actions reasonably necessary, proper or advisable to comply promptly with all legal requirements which that may be imposed on such party or its Subsidiaries with respect to the Merger and, subject to the conditions set forth in Article VIII VII hereof, to consummate the transactions contemplated by this Agreement Agreement, and (b) to obtain (and to cooperate with the other party parties to obtain) any material consent, authorization, order or approval of, or any exemption by, any Governmental Entity or Regulatory Agency and any other third party which that is required to be obtained by the Company Parent, Acquiror or Parent or any of their respective Subsidiaries Target in connection with the Merger and the other transactions contemplated by this Agreement, and to comply with the terms and conditions of such consent, authorization, order or approval.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Pinnacle Financial Partners Inc)

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