Common use of Legal Conditions to Merger Clause in Contracts

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

Legal Conditions to Merger. Subject in all respects to Section 6.1 (including the last sentence of Section 6.1(b))this Agreement, each of Parent Purchaser and the Company shall, and shall cause its Subsidiaries to, use commercially 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 and regulatory requirements that may be imposed on such party or its Subsidiaries with respect to the Integrated Mergers Merger and the Bank Merger and, subject to the conditions set forth in Article VIIARTICLE VII hereof, to consummate the transactions contemplated by this Agreement (including the Integrated Mergers and the Bank Merger) Agreement, and (b) to obtain (and to cooperate with the other party to obtain) any material consent, authorization, permit, order or approval of, or any exemption by, any Governmental Entity and any other third party that is required to be obtained by the Company or Parent Purchaser or any of their respective Subsidiaries in connection with the Integrated MergersMerger, the Bank Merger or any and the other transaction transactions contemplated by this Agreement.

Legal Conditions to Merger. Subject in all respects to Section 6.1 (including the last sentence of Section 6.1(b))this Agreement, each of Parent Huntington and the Company TCF shall, and shall cause its Subsidiaries to, use commercially their reasonable efforts best efforts, in each case as promptly as practicable, (a) to take, or cause to be taken, all actions necessary, proper or advisable to comply promptly with all legal and regulatory requirements that may be imposed on such party or its Subsidiaries with respect to the Integrated Mergers Merger and the Bank Merger and, subject to the conditions set forth in Article VIIVII hereof, to consummate the transactions contemplated by this Agreement (including the Integrated Mergers and the Bank Merger) Agreement, and (b) to obtain (and to cooperate with the other party to obtain) any material consent, authorization, permit, order or approval of, or any exemption by, any Governmental Entity and any other third party that is required to be obtained by the Company TCF or Parent Huntington or any of their respective Subsidiaries in connection with the Integrated MergersMerger, the Bank Merger or any and the other transaction transactions contemplated by this Agreement.

Legal Conditions to Merger. Subject in all respects to Section 6.1 (including the last sentence of Section 6.1(b))this Agreement, each of Parent Wxxxxxx and the Company Sterling shall, and shall cause its Subsidiaries to, use commercially 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 that may be imposed on such party or its Subsidiaries with respect to the Integrated Mergers Merger and the Bank Merger and, subject to the conditions set forth in Article VIIVII hereof, to consummate the transactions contemplated by this Agreement (Agreement, including the Integrated Mergers Merger and the Bank Merger) , and (b) to obtain (and to cooperate with the other party to obtain) any material consent, authorization, permit, order or approval of, or any exemption by, any Governmental Entity and any other third party that is required to be obtained by the Company Sterling or Parent Wxxxxxx or any of their respective Subsidiaries in connection with the Integrated MergersMerger, the Bank Merger or any and the other transaction transactions contemplated by this Agreement.

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

Legal Conditions to Merger. Subject in all respects to Section 6.1 (including the last sentence 6.1(c) of Section 6.1(b))this Agreement, each of Parent LINK and the Company Partners shall, and shall cause its Subsidiaries to, use commercially 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 that may be imposed on such party or its Subsidiaries with respect to the Integrated Mergers Merger and the Bank Merger Mergers and, subject to the conditions set forth in Article VIIVII hereof, to consummate the transactions contemplated by this Agreement (Agreement, including the Integrated Mergers Merger and the Bank Merger) Mergers, and (b) to obtain (and to cooperate with the other party to obtain) any material consent, authorization, permit, order or approval of, or any exemption by, any Governmental Entity and any other third party that is required to be obtained by the Company LINK or Parent Partners or any of their respective Subsidiaries in connection with the Integrated MergersMerger, the Bank Merger or any Mergers and the other transaction transactions contemplated by this Agreement.

Legal Conditions to Merger. Subject in all respects to Section 6.1 (including the last sentence of Section 6.1(b))this Agreement, each of Parent Old National and the Company First Midwest shall, and shall cause its Subsidiaries to, use commercially 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 that may be imposed on such party or its Subsidiaries with respect to the Integrated Mergers Merger and the Bank Merger and, subject to the conditions set forth in Article VIIVII hereof, to consummate the transactions contemplated by this Agreement (Agreement, including the Integrated Mergers Merger and the Bank Merger) , and (b) to obtain (and to cooperate with the other party to obtain) any material consent, authorization, permit, order or approval of, or any exemption by, any Governmental Entity and any other third party that is required to be obtained by the Company Old National or Parent First Midwest or any of their respective Subsidiaries in connection with the Integrated MergersMerger, the Bank Merger or any and the other transaction transactions contemplated by this Agreement.

Legal Conditions to Merger. Subject in all respects to Section 6.1 (including the last sentence of Section 6.1(b))this Agreement, each of Parent Xxxxxxx and the Company Sterling shall, and shall cause its Subsidiaries to, use commercially 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 that may be imposed on such party or its Subsidiaries with respect to the Integrated Mergers Merger and the Bank Merger and, subject to the conditions set forth in Article VIIVII hereof, to consummate the transactions contemplated by this Agreement (Agreement, including the Integrated Mergers Merger and the Bank Merger) , and (b) to obtain (and to cooperate with the other party to obtain) any material consent, authorization, permit, order or approval of, or any exemption by, any Governmental Entity and any other third party that is required to be obtained by the Company Sterling or Parent Xxxxxxx or any of their respective Subsidiaries in connection with the Integrated MergersMerger, the Bank Merger or any and the other transaction transactions contemplated by this Agreement.

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

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

Legal Conditions to Merger. Subject in all respects to Section 6.1 (including the last sentence of Section 6.1(b))this Agreement, each of Parent Columbia and the Company Umpqua shall, and shall cause its Subsidiaries to, use commercially 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 that may be imposed on such party or its Subsidiaries with respect to the Integrated Mergers and the Bank Merger and, subject to the conditions set forth in Article VIIVII hereof, to consummate the transactions contemplated by this Agreement (Agreement, including the Integrated Mergers and the Bank Merger) , and (b) to obtain (and to cooperate with the other party to obtain) any material consent, authorization, permit, order or approval of, or any exemption by, any Governmental Entity and any other third party that is required to be obtained by the Company Umpqua or Parent Columbia or any of their respective Subsidiaries in connection with the Integrated Mergers, the Bank Merger or any and the other transaction transactions contemplated by this Agreement.

Legal Conditions to Merger. Subject in all respects to Section 6.1 the other provisions of this Agreement (including the last sentence of Section 6.1(b)including, without limitation, Sections 7.02(c) and 9.01), each of Parent the Bank and the Target Holding Company shall, and the Bank and Target Holding Company shall cause its each of their respective Subsidiaries to, use commercially reasonable its best efforts (a) to take, or cause to be taken, all actions necessary, proper or advisable to comply promptly with all legal requirements that which may be imposed on such party or its Subsidiaries with respect to the Integrated Mergers and the Bank Merger Merger, and, subject to the conditions set forth in Article VIIVII hereof, to consummate the transactions contemplated by this Agreement (including the Integrated Mergers and the Bank Merger) Agreement, and (b) to obtain (and to cooperate with the other party to obtain) any material consent, waiver, authorization, permit, order or approval of, or any exemption by, any Governmental Entity governmental entity and any other third party that which is required to be obtained by the Target Holding Company or Parent the Bank or any of their respective Subsidiaries in connection with the Integrated MergersMerger, and the Bank Merger or any other transaction transactions contemplated by this Agreement.

Legal Conditions to Merger. Subject in all respects to Section 6.1 (including the last sentence Sections 6.1, 6.3 and 6.11 of Section 6.1(b))this Agreement, each of Parent Purchaser and the Company shall, and shall cause its Subsidiaries to, use commercially 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 and regulatory requirements that may be imposed on such party or its Subsidiaries with respect to the Integrated Mergers Merger and the Bank Merger and, subject to the conditions set forth in Article VIIVII hereof, to consummate the transactions contemplated by this Agreement (including the Integrated Mergers and the Bank Merger) Agreement, and (b) to obtain (and to cooperate with the other party to obtain) any material consent, authorization, permit, order or approval of, or any exemption by, any Governmental Entity and any other third party that is required to be obtained by the Company or Parent Purchaser or any of their respective Subsidiaries in connection with the Integrated MergersMerger, the Bank Merger or any and the other transaction transactions contemplated by this Agreement.

Legal Conditions to Merger. Subject in all respects to Section 6.1 (including the last sentence of Section 6.1(b))this Agreement, each of Parent Xxxxxxx Xxxxxxx and the Company MidSouth shall, and shall cause its Subsidiaries to, use commercially their reasonable efforts best efforts, in each case as promptly as reasonably practicable, (a) to take, or cause to be taken, all actions necessary, proper or advisable to comply promptly with all legal requirements that may be imposed on such party or its Subsidiaries with respect to the Integrated Mergers Merger and the Bank Merger and, subject to the conditions set forth in Article VIIVII hereof, to consummate the transactions contemplated by this Agreement (including the Integrated Mergers and the Bank Merger) Agreement, and (b) to obtain (and to cooperate with the other party to obtain) any material consent, authorization, permit, order or approval of, or any exemption by, any Governmental Entity and any other third party that is required to be obtained by the Company MidSouth or Parent Xxxxxxx Xxxxxxx or any of their respective Subsidiaries in connection with the Integrated MergersMerger, the Bank Merger or any and the other transaction transactions contemplated by this Agreement.

Legal Conditions to Merger. Subject in all respects to Section Sections 6.1 (including the last sentence of Section 6.1(b))and 6.3, each of Parent Seller and the Company Buyer shall, and shall cause its their respective Subsidiaries to, use commercially 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 that may be imposed on such party or its Subsidiaries with respect to the Integrated Mergers Merger and the Bank Merger and, subject to the conditions set forth in Article VIIVII hereof, to consummate the transactions contemplated by this Agreement (including the Integrated Mergers and the Bank Merger) Agreement, and (b) to obtain (and to cooperate with the other party parties to obtain) any material consent, authorization, permit, order or approval of, or any exemption by, any Governmental Entity or Regulatory Agency without the imposition of any Burdensome Condition and any other third party that is required to be obtained by the Company Buyer, Seller or Parent or any of their respective Subsidiaries in connection with the Integrated MergersMerger, the Bank Merger or any and the other transaction transactions contemplated by this Agreement.

Legal Conditions to Merger. Subject in all respects to Section 6.1 (including the last sentence of Section 6.1(b))this Agreement, each of Parent Hxxxxxx Xxxxxxx and the Company MidSouth shall, and shall cause its Subsidiaries to, use commercially their reasonable efforts best efforts, in each case as promptly as reasonably practicable, (a) to take, or cause to be taken, all actions necessary, proper or advisable to comply promptly with all legal requirements that may be imposed on such party or its Subsidiaries with respect to the Integrated Mergers Merger and the Bank Merger and, subject to the conditions set forth in Article VIIVII hereof, to consummate the transactions contemplated by this Agreement (including the Integrated Mergers and the Bank Merger) Agreement, and (b) to obtain (and to cooperate with the other party to obtain) any material consent, authorization, permit, order or approval of, or any exemption by, any Governmental Entity and any other third party that is required to be obtained by the Company MidSouth or Parent Hxxxxxx Xxxxxxx or any of their respective Subsidiaries in connection with the Integrated MergersMerger, the Bank Merger or any and the other transaction transactions contemplated by this Agreement.

Legal Conditions to Merger. Subject in all respects to Section 6.1 (including the last sentence 6.1(c) of Section 6.1(b))this Agreement, each of Parent PFIS and the Company FNCB shall, and shall cause its Subsidiaries to, use commercially 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 that may be imposed on such party or its Subsidiaries with respect to the Integrated Mergers Merger and the Bank Merger and, subject to the conditions set forth in Article VIIVII hereof, to consummate the transactions contemplated by this Agreement (Agreement, including the Integrated Mergers Merger and the Bank Merger) , and (b) to obtain (and to cooperate with the other party to obtain) any material consent, authorization, permit, order or approval of, or any exemption by, any Governmental Entity and any other third party that is required to be obtained by the Company PFIS or Parent FNCB or any of their respective Subsidiaries in connection with the Integrated MergersMerger, the Bank Merger or any and the other transaction transactions contemplated by this Agreement.

Legal Conditions to Merger. Subject in all respects to Section 6.1 (including the last sentence Sections 6.1, 6.3 and 6.12 of Section 6.1(b))this Agreement, each of Parent Purchaser and the Company shall, and shall cause its Subsidiaries to, use commercially 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 that may be imposed on such party or its Subsidiaries with respect to the Integrated Mergers Merger and the Bank Merger and, subject to the conditions set forth in Article VIIVII hereof, to consummate the transactions contemplated by this Agreement (including the Integrated Mergers and the Bank Merger) Agreement, and (b) to obtain (and to cooperate with the other party to obtain) any material consent, authorization, permit, order or approval of, or any exemption by, any Governmental Entity and any other third party that is required to be obtained by the Company or Parent Purchaser or any of their respective Subsidiaries in connection with the Integrated MergersMerger, the Bank Merger or any Merger, and the other transaction transactions contemplated by this Agreement.. 6.5

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

Legal Conditions to Merger. Subject in all respects to Section 6.1 (including the last sentence of Section 6.1(b))this Agreement, each of the Parent Entities and the Company shall, and shall cause its their respective Subsidiaries to, use commercially 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 that may be imposed on such party or its Subsidiaries with respect to the Integrated Mergers Merger, the Bank Merger and the Bank Holdco Merger and, subject to the conditions set forth in Article VIIVII hereof, to consummate the transactions contemplated by this Agreement (including the Integrated Mergers and the Bank Merger) Agreement, and (b) to obtain (and to cooperate with the other party to obtain) any material consent, authorization, permit, order or approval of, or any exemption by, any Governmental Entity and any other third party that is required to be obtained by the Company or any of the Parent Entities or any of their respective Subsidiaries in connection with the Integrated MergersMerger, the Bank Merger, the Holdco Merger or any and the other transaction transactions contemplated by this Agreement.

Legal Conditions to Merger. Subject in all respects to Section 6.1 (including the last sentence of Section 6.1(b))this Agreement, each of Parent and the Company shall, and shall cause its Subsidiaries to, use commercially 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 that may be imposed on such party or its Subsidiaries with respect to the Integrated Mergers and the Bank Merger and, subject to the conditions set forth in Article VII, to consummate the transactions contemplated by this Agreement (including the Integrated Mergers and the Bank Merger) and (b) to obtain (and to cooperate with the other party to obtain) any material consent, authorization, permit, order or approval of, or any exemption by, any Governmental Entity and any other third party that is required to be obtained by the Company or Parent or any of their respective Subsidiaries in connection with the Integrated Mergers, the Bank Merger or any other transaction contemplated by this Agreement.

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

Legal Conditions to Merger. Subject in all respects to Section Sections 6.1 (including the last sentence and 6.3 of Section 6.1(b))this Agreement, each of Parent Purchaser and the Company shall, and shall cause its Subsidiaries to, use commercially 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 and regulatory requirements that may be imposed on such party or its Subsidiaries with respect to the Integrated Mergers Merger and the Bank Merger and, subject to the conditions set forth in Article VIIVII hereof, to consummate the transactions contemplated by this Agreement (including the Integrated Mergers and the Bank Merger) Agreement, and (b) to obtain (and to cooperate with the other party to obtain) any material consent, authorization, permit, order or approval of, or any exemption by, any Governmental Entity and any other third party that is required to be obtained by the Company or Parent Purchaser or any of their respective Subsidiaries in connection with the Integrated MergersMerger, the Bank Merger or any and the other transaction transactions contemplated by this Agreement.