Common use of Operating Functions Clause in Contracts

Operating Functions. First Texas and Southwest Bank shall cooperate with ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ Bank in connection with planning for the efficient and orderly combination of the Parties and the operation of ▇▇▇▇▇▇▇ Bank and Southwest Bank, and in preparing for the consolidation of appropriate operating functions to be effective at the Effective Time or such later date as Simmons may decide. First Texas shall take any action Simmons may reasonably request prior to the Effective Time to facilitate the combination of the operations of First Texas with Simmons. Each Party shall cooperate with the other Party in preparing to execute after the Effective Time conversion or consolidation of systems and business operations generally (including by entering into customary confidentiality, non-disclosure and similar agreements with such service providers and/or the other party). Without limiting the foregoing, First Texas shall provide office space and support services (and other reasonably requested support and assistance) in connection with the foregoing, and senior officers of First Texas and Simmons shall meet from time to time as First Texas or Simmons may reasonably request to review the financial and operational affairs of First Texas and Southwest Bank, and First Texas shall give due consideration to Simmons’ input on such matters, with the understanding that, notwithstanding any other provision contained in this Agreement, (a) neither Simmons nor ▇▇▇▇▇▇▇ Bank shall under any circumstance be permitted to exercise control of First Texas, Southwest Bank or any other First Texas Subsidiaries prior to the Effective Time, (b) neither First Texas nor any Southwest Bank shall be under any obligation to act in a manner that could reasonably be deemed to constitute anti-competitive behavior under federal or state antitrust Laws, and (c) neither First Texas nor Southwest Bank shall be required to agree to any material obligation that is not contingent upon the consummation of the Merger.

Operating Functions. First Texas Southwest and Southwest Bank shall cooperate with ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ Bank in connection with planning for the efficient and orderly combination of the Parties and the operation of ▇▇▇▇▇▇▇ Bank and Southwest Bank, and in preparing for the consolidation of appropriate operating functions to be effective at the Effective Time or such later date as Simmons ▇▇▇▇▇▇▇ may decide. First Texas Southwest shall take any action Simmons ▇▇▇▇▇▇▇ may reasonably request prior to the Effective Time to facilitate the combination of the operations of First Texas Southwest with Simmons▇▇▇▇▇▇▇. Each Party shall cooperate with the other Party in preparing to execute after the Effective Time conversion or consolidation of systems and business operations generally (including by entering into customary confidentiality, non-disclosure and similar agreements with such service providers and/or the other party). Without limiting the foregoing, First Texas Southwest shall provide office space and support services (and other reasonably requested support and assistance) in connection with the foregoing, and senior officers of First Texas Southwest and Simmons shall meet from time to time as First Texas Southwest or Simmons may reasonably request to review the financial and operational affairs of First Texas Southwest and Southwest Bank, and First Texas Southwest shall give due consideration to Simmons’ input on such matters, with the understanding that, notwithstanding any other provision contained in this Agreement, (a) neither Simmons nor ▇▇▇▇▇▇▇ Bank shall under any circumstance be permitted to exercise control of First TexasSouthwest, Southwest Bank or any other First Texas Southwest Subsidiaries prior to the Effective Time, (b) neither First Texas Southwest nor any Southwest Bank shall be under any obligation to act in a manner that could reasonably be deemed to constitute anti-competitive behavior under federal or state antitrust Laws, and (c) neither First Texas Southwest nor Southwest Bank shall be required to agree to any material obligation that is not contingent upon the consummation of the Merger.

Operating Functions. First Texas Southwest and Southwest Bank shall cooperate with ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ Bank in connection with planning for the efficient and orderly combination of the Parties and the operation of ▇▇▇▇▇▇▇ Bank and Southwest Bank, and in preparing for the consolidation of appropriate operating functions to be effective at the Effective Time or such later date as Simmons may decide. First Texas Southwest shall take any action Simmons may reasonably request prior to the Effective Time to facilitate the combination of the operations of First Texas Southwest with Simmons. Each Party shall cooperate with the other Party in preparing to execute after the Effective Time conversion or consolidation of systems and business operations generally (including by entering into customary confidentiality, non-disclosure and similar agreements with such service providers and/or the other party). Without limiting the foregoing, First Texas Southwest shall provide office space and support services (and other reasonably requested support and assistance) in connection with the foregoing, and senior officers of First Texas Southwest and Simmons shall meet from time to time as First Texas Southwest or Simmons may reasonably request to review the financial and operational affairs of First Texas Southwest and Southwest Bank, and First Texas Southwest shall give due consideration to Simmons’ input on such matters, with the understanding that, notwithstanding any other provision contained in this Agreement, (a) neither Simmons nor ▇▇▇▇▇▇▇ Bank shall under any circumstance be permitted to exercise control of First TexasSouthwest, Southwest Bank or any other First Texas Southwest Subsidiaries prior to the Effective Time, (b) neither First Texas Southwest nor any Southwest Bank shall be under any obligation to act in a manner that could reasonably be deemed to constitute anti-competitive behavior under federal or state antitrust Laws, and (c) neither First Texas Southwest nor Southwest Bank shall be required to agree to any material obligation that is not contingent upon the consummation of the Merger.

Operating Functions. First Texas ▇▇▇▇▇▇▇ and Southwest Landmark Bank shall cooperate with ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ Bank in connection with planning for the efficient and orderly combination of the Parties and the operation of ▇▇▇▇▇▇▇ Bank and Southwest Landmark Bank, and in preparing for the consolidation of appropriate operating functions to be effective at the Effective Time or such later date as Simmons may decide. First Texas ▇▇▇▇▇▇▇ shall take any action Simmons may reasonably request prior to the Effective Time to facilitate the combination of the operations of First Texas ▇▇▇▇▇▇▇ with Simmons. Each Party shall cooperate with the other Party in preparing to execute after the Effective Time conversion or consolidation of systems and business operations generally (including by entering into customary confidentiality, non-disclosure and similar agreements with such service providers and/or the other party). Without limiting the foregoing, First Texas ▇▇▇▇▇▇▇ shall provide office space and support services (and other reasonably requested support and assistance) in connection with the foregoing, and senior officers of First Texas ▇▇▇▇▇▇▇ and Simmons shall meet from time to time as First Texas ▇▇▇▇▇▇▇ or Simmons may reasonably request to review the financial and operational affairs of First Texas ▇▇▇▇▇▇▇ and Southwest Landmark Bank, and First Texas ▇▇▇▇▇▇▇ shall give due consideration to Simmons’ input on such matters, with the understanding that, notwithstanding any other provision contained in this Agreement, (a) neither Simmons nor ▇▇▇▇▇▇▇ Bank shall under any circumstance be permitted to exercise control of First Texas▇▇▇▇▇▇▇, Southwest Landmark Bank or any other First Texas ▇▇▇▇▇▇▇ Subsidiaries prior to the Effective Time, (b) neither First Texas ▇▇▇▇▇▇▇ nor any Southwest Landmark Bank shall be under any obligation to act in a manner that could reasonably be deemed to constitute anti-competitive behavior under federal or state antitrust Laws, and (c) neither First Texas ▇▇▇▇▇▇▇ nor Southwest Landmark Bank shall be required to agree to any material obligation that is not contingent upon the consummation of the Merger. In addition, ▇▇▇▇▇▇▇ shall cooperate with Simmons’ reasonable requests in connection with the redemption of any ▇▇▇▇▇▇▇ Capital Stock.

Operating Functions. First Texas Southwest and Southwest Bank shall cooperate with ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ Bank in connection with planning for the efficient and orderly combination of the Parties and the operation of ▇▇▇▇▇▇▇ Bank and Southwest Bank, and in preparing for the consolidation of appropriate operating functions to be effective at the Effective Time or such later date as Simmons ▇▇▇▇▇▇▇ may decide. First Texas Southwest shall take any action Simmons ▇▇▇▇▇▇▇ may reasonably request prior to the Effective Time to facilitate the combination of the operations of First Texas Southwest with Simmons▇▇▇▇▇▇▇. Each Party shall cooperate with the other Party in preparing to execute after the Effective Time conversion or consolidation of systems and business operations generally (including by entering into customary confidentiality, non-disclosure and similar agreements with such service providers and/or the other party). Without limiting the foregoing, First Texas Southwest shall provide office space and support services (and other reasonably requested support and assistance) in connection with the foregoing, and senior officers of First Texas Southwest and Simmons ▇▇▇▇▇▇▇ shall meet from time to time as First Texas Southwest or Simmons may reasonably request to review the financial and operational affairs of First Texas Southwest and Southwest Bank, and First Texas Southwest shall give due consideration to Simmons’ input on such matters, with the understanding that, notwithstanding any other provision contained in this Agreement, (a) neither Simmons nor ▇▇▇▇▇▇▇ Bank shall under any circumstance be permitted to exercise control of First TexasSouthwest, Southwest Bank or any other First Texas Southwest Subsidiaries prior to the Effective Time, (b) neither First Texas Southwest nor any Southwest Bank shall be under any obligation to act in a manner that could reasonably be deemed to constitute anti-competitive behavior under federal or state antitrust Laws, and (c) neither First Texas Southwest nor Southwest Bank shall be required to agree to any material obligation that is not contingent upon the consummation of the Merger.