Common use of Regulatory Applications Clause in Contracts

Regulatory Applications. (a) Each of GDSC and DCA and their respective Subsidiaries shall cooperate and use their respective reasonable best efforts to prepare all documentation, to effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary to consummate the transactions contemplated by this Agreement. Each of GDSC and DCA shall use their reasonable best efforts to make all appropriate filings with the Regulatory Authorities. Each of GDSC and DCA shall have the right to review in advance, and to the extent practicable each will consult with the other, in each case subject to applicable laws relating to the exchange of information, with respect to all material written information submitted to any third party or any Governmental Authority in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable. Each party hereto agrees that it will consult with the other party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other party appraised of the status of material matters relating to completion of the transactions contemplated hereby. (b) Each party agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any third party or Governmental Authority. 8.10.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization and Merger (Dental Care Alliance Inc), Agreement and Plan of Reorganization and Merger (Gentle Dental Service Corp)

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Regulatory Applications. (aA) Each of GDSC and DCA and their respective Subsidiaries shall The Parties will cooperate and use their respective commercially reasonable best efforts to prepare as promptly as possible all documentation, documentation to effect all filings and to obtain and comply with all permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary to consummate the transactions contemplated by this Agreement (the “Requisite Regulatory Approvals”) and will make all necessary filings in respect of the Requisite Regulatory Approvals within thirty (30) days of the date of this Agreement. Each of GDSC and DCA shall use their reasonable best efforts to make all appropriate filings with the Regulatory Authorities. Each of GDSC and DCA shall have the right to Party may review in advance, and to the extent practicable each will consult with the other, in each case subject to applicable laws any Legal Requirement relating to the exchange of information, with respect to all public portions of any applications or other material written information submitted to any third party or any Governmental Authority in connection with the transactions contemplated by this AgreementRequisite Regulatory Approvals. In exercising the foregoing right, each of the parties hereto agrees to Party will act reasonably and as promptly as practicable. Each party hereto agrees that it Party will consult with the other party hereto Party with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other party appraised Party apprised of the status of material matters relating to the completion of the transactions contemplated herebyby this Agreement. (b) Each party agrees, upon request, to furnish Party shall consult with the other party in advance of any meeting or conference with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable any Governmental Authority in connection with any filing, notice or application made the transactions contemplated by or on behalf of this Agreement and to the extent permitted by such other party or any of its Subsidiaries to any third party or Governmental Authority. 8.10, give the other Party and/or its counsel the opportunity to attend and participate in such meetings and conferences.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Business First Bancshares, Inc.), Agreement and Plan of Reorganization (Business First Bancshares, Inc.)

Regulatory Applications. (a) Each of GDSC Wachovia and DCA Central and their respective Subsidiaries shall cooperate and use their respective reasonable best efforts to prepare all documentation, to effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary to consummate the transactions contemplated by this Agreement. Each of GDSC Wachovia and DCA shall use their reasonable best efforts to make all appropriate filings with the Regulatory Authorities. Each of GDSC and DCA Central shall have the right to review in advance, and to the extent practicable each will consult with the other, in each case subject to applicable laws relating to the exchange of information, with respect to all material written information submitted to any third party or any Governmental Authority in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable. Each party hereto agrees that it will consult with the other party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other party appraised of the status of material matters relating to completion of the transactions contemplated hereby. (b) Each party agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any third party or Governmental Authority. 8.10.6.12

Appears in 1 contract

Samples: Agreement and Plan of Merger (Wachovia Corp/ Nc)

Regulatory Applications. (a) Each of GDSC Parent and DCA Buyer and their respective Subsidiaries shall cooperate and use their respective commercially reasonable best efforts to prepare all documentation, to effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary to consummate the transactions contemplated by this Agreement. Each of GDSC Parent and DCA shall use their reasonable best efforts to make all appropriate filings with the Regulatory Authorities. Each of GDSC and DCA Buyer shall have the right to review in advance, and to the extent practicable each will consult with the other, in each case subject to applicable laws relating to the exchange of information, other with respect to to, all material written information submitted to any third party or any Governmental Authority in connection with the transactions contemplated by this Agreement, in each case subject to applicable laws relating to the exchange of information. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable. Buyer and Parent commit to submit all required applications or notices to the appropriate Governmental Authorities as soon as practicable, but in no event later than November 19, 2004. Each party hereto agrees that it will consult with the other party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary or advisable to consummate the transactions contemplated by this Agreement Agreement, and each party will keep the other party appraised apprised of the status of material matters relating to completion of the transactions contemplated hereby. (b) Each party agrees, upon request, to furnish the other party with all non-confidential information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any third party or Governmental Authority. 8.10The parties agree that each party shall be responsible for their own costs in connection with the filing of any application hereunder, including pursuant to the HSR Act.

Appears in 1 contract

Samples: Stock Purchase Agreement (Sirva Inc)

Regulatory Applications. (a) A. Each of GDSC and DCA and their respective Subsidiaries shall Party will cooperate and use their respective commercially reasonable best efforts to prepare as promptly as possible all documentationdocumentation (including the Joint Proxy Statement/Prospectus and the S-4 Registration Statement), to effect all filings and to obtain and comply with all permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary to consummate the transactions contemplated by this Agreement. Each of GDSC Agreement (the “Requisite Regulatory Approvals”) and DCA shall will use their commercially reasonable best efforts to make all appropriate necessary filings with in respect of the Requisite Regulatory AuthoritiesApprovals as soon as reasonably practicable following the date hereof. Each of GDSC and DCA shall have the right to Party may review in advance, and to the extent practicable each will consult with the other, in each case subject to applicable laws any Legal Requirement relating to the exchange of information, with respect to all public portions of any applications or other material written information submitted to any third party or any Governmental Authority in connection with the transactions contemplated by this AgreementRequisite Regulatory Approvals. In exercising the foregoing right, each of the parties hereto agrees to Party will act reasonably and as promptly as practicable. Each party hereto agrees that it Party will consult with the other party hereto Party with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other party appraised Party apprised of the status of material matters relating to the completion of the transactions contemplated herebyby this Agreement. (b) Each party agrees, upon request, to furnish Party shall consult with the other party in advance of any meeting or conference with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable any Governmental Authority in connection with any filing, notice or application made the transactions contemplated by or on behalf of this Agreement and to the extent permitted by such other party or any of its Subsidiaries to any third party or Governmental Authority. 8.10, give the other Party and/or its counsel the opportunity to attend and participate in such meetings and conferences.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Business First Bancshares, Inc.)

Regulatory Applications. (a) Each of GDSC First Citizens and DCA Futura and their respective Subsidiaries shall cooperate and use their respective reasonable best efforts to prepare prepare, within 45 days of execution of this Agreement, all documentationdocumentation and requests for regulatory approval, to timely effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary to consummate the transactions contemplated by this Agreement. Each of GDSC First Citizens and DCA shall use their reasonable best efforts to make all appropriate filings with the Regulatory Authorities. Each of GDSC and DCA Futura shall have the right to review in advance, and to the extent practicable each will consult with the other, in each case subject to applicable laws relating to the exchange of information, with respect to, and shall be provided in advance so as to reasonably exercise its right to review in advance, all material written information submitted to any third party or any Governmental Authority in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable. Each party hereto agrees that it will consult with the other party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other party appraised apprised of the status of material matters relating to completion of the transactions contemplated hereby. (b) Each party agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any third party or Governmental Authority. 8.10.

Appears in 1 contract

Samples: Agreement and Plan of Merger (First Citizens Banc Corp /Oh)

Regulatory Applications. (a) Each of GDSC Parent, Parent Bank and DCA and their respective Subsidiaries the Company shall cooperate and use their respective reasonable best efforts to prepare all documentation, to effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary to consummate the transactions contemplated by this AgreementAgreement (including the consolidation of any Company branches with Parent Bank branches or branches of any other Subsidiary of Parent or the closure of any Company branches, in each case as Parent in its sole discretion shall deem necessary); and any initial filings with Governmental Authorities (other than the Registration Statement) shall be made by Parent as soon as reasonably practicable after the execution hereof but, provided that the Company has cooperated as described above, in no event later than 60 days after the date hereof. Each of GDSC Parent and DCA shall use their reasonable best efforts to make all appropriate filings with the Regulatory Authorities. Each of GDSC and DCA Company shall have the right to review in advance, and to the extent practicable each will shall consult with the other, in each case subject to applicable laws relating to the exchange of information, with respect to all material written information submitted to any third party or any Governmental Authority in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the such parties hereto agrees to act reasonably and as promptly as practicable. Each party hereto agrees that it will shall consult with the other party parties hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will shall keep the other party appraised parties apprised of the status of material matters relating to completion of the transactions contemplated hereby. (b) Each party agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any third party or Governmental Authority. 8.10.

Appears in 1 contract

Samples: Agreement and Plan of Merger (First Community Bancorp /Ca/)

Regulatory Applications. (a) Each of GDSC Parent and DCA the Company and their respective Subsidiaries shall cooperate and use their respective reasonable best efforts to prepare all documentation, to effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary to consummate the transactions contemplated by this AgreementAgreement (including the consolidation of any Company branches with Merger Subsidiary branches or branches of any other Subsidiary of Parent or the closure of any Company branches, in each case as Parent in its sole discretion shall deem necessary); and any initial filings with Governmental Authorities shall be made by Parent as soon as reasonably practicable after the execution hereof but, provided that the Company has cooperated as described above, in no event later than 60 calendar days after the date hereof. Each of GDSC Parent and DCA shall use their reasonable best efforts to make all appropriate filings with the Regulatory Authorities. Each of GDSC and DCA Company shall have the right to review in advance, and to the extent practicable each will shall consult with the other, in each case subject to applicable laws relating to the exchange of information, with respect to all material written information submitted to any third party or any Governmental Authority in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the such parties hereto agrees to act reasonably and as promptly as is reasonably practicable. Each party hereto agrees that it will shall consult with the other party parties hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will shall keep the other party appraised parties apprised of the status of material matters relating to completion of the transactions contemplated hereby. (b) Each party agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any third party or Governmental Authority. 8.10.

Appears in 1 contract

Samples: Document Agreement and Plan of Merger (First Community Bancorp /Ca/)

Regulatory Applications. (a) Each of GDSC OVBC and DCA MB and their respective Subsidiaries shall cooperate and use their respective reasonable best efforts to prepare allow OVBC to prepare, submit and file all documentationapplications and requests for regulatory approval as promptly as practicable, to timely effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary to consummate the transactions contemplated by this Agreement. Each of GDSC OVBC and DCA shall use their reasonable best efforts to make all appropriate filings with the Regulatory Authorities. Each of GDSC and DCA MB shall have the right to review in advance, and to the extent practicable each will consult with the other, in each case subject to applicable laws Laws relating to the exchange of information, with respect to, and shall be provided in advance so as to reasonably exercise its right to review in advance, all material written information submitted to any third party or any Governmental Authority in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable. Each party hereto agrees that it will consult with the other party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other party appraised apprised of the status of material matters relating to completion of the transactions contemplated hereby. (b) Each party agreesNotwithstanding the foregoing, upon request, MB shall not have any right to furnish the other party with all review and/or inspect any proprietary information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made submitted by or on behalf of such other party or any of its Subsidiaries OVBC to any third party Regulatory Authority with a request for confidential treatment, including, but not limited to, any business plan and/or financial data or Governmental Authorityanalysis prepared by OVBC in relation to such consents, approvals and/or authorizations from the Regulatory Authorities. 8.10.44

Appears in 1 contract

Samples: Agreement and Plan of Merger (Ohio Valley Banc Corp)

Regulatory Applications. (a) Each of GDSC Acquiror and DCA Bank shall, and each shall cause their respective Subsidiaries shall to, cooperate and use their respective reasonable best efforts to prepare all documentation, to effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary to consummate the transactions contemplated by this Agreement. Each of GDSC Acquiror and DCA shall use their reasonable best efforts to make all appropriate filings with the Regulatory Authorities. Each of GDSC and DCA Bank shall have the right to review in advance, and to the extent practicable each will shall consult with the other, in each case subject to applicable laws relating to the exchange of information, with respect to all material written information submitted to any third party or any Governmental Authority in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto agrees to Party shall act reasonably and as promptly as practicable. Each party hereto agrees that it will Party shall consult with the other party hereto Party with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will Party shall keep the other party Party appraised of the status of material matters relating to completion of the transactions contemplated hereby. (b) Each party agreesParty shall, upon request, to furnish the other party Party with all information concerning itself, its Subsidiaries, directors, officers and stockholders shareholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party Party or any of its Subsidiaries to any third party or Governmental Authority. 8.10.

Appears in 1 contract

Samples: Employment Agreement (Millennium Bankshares Corp)

Regulatory Applications. (a) Each of GDSC The Acquiror and DCA the Company and their respective Subsidiaries shall cooperate and use their respective reasonable best efforts to prepare all documentation, to effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary to consummate the transactions contemplated by this Agreement. Each of GDSC The Acquiror and DCA shall use their reasonable best efforts the Company will promptly file applications, notices or other materials required to make all appropriate filings be filed with Governmental Authorities by applicable law in connection with the Regulatory AuthoritiesMerger and promptly file any additional information requested as soon as practicable after receipt of request thereof; provided that each party shall duly file such filings (including the Proxy Statement in preliminary form) no later than 25 business days after the date hereof. Each of GDSC and DCA The Acquiror shall have the right to review in advance, and to the extent practicable each will to consult with the otherCompany, in each case subject to applicable laws relating to the exchange of information, with respect to to, all material written information submitted to any third party or any Governmental Authority in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto Acquiror agrees to act reasonably and as promptly as practicable. Each party hereto of the Acquiror and the Company agrees that it will consult with the other party hereto with respect to the obtaining of all material permits, consents, approvals registrations, approvals, permits and authorizations of all third parties and Governmental Authorities necessary or advisable to consummate the transactions contemplated by this Agreement Agreement, and each party will keep the other party appraised apprised of the status of material matters relating to completion of the transactions contemplated hereby. (b) Each party agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any third party or Governmental Authority. 8.10.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Royal Bank of Canada \)

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Regulatory Applications. (a) Each of GDSC Park and DCA SNB and their respective Subsidiaries shall cooperate and use their respective reasonable best efforts to prepare all documentation, to timely effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary to consummate the transactions contemplated by this Agreement. Each of GDSC Park and DCA shall use their reasonable best efforts to make all appropriate filings with the Regulatory Authorities. Each of GDSC and DCA SNB shall have the right to review in advance, and to the extent practicable practicable, each will consult with the other, in each case subject to applicable laws relating to the exchange of information, with respect to, and shall be provided in advance so as to reasonably exercise its right to review in advance, all material written information submitted to any third party or any Governmental Authority in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable. Each party hereto agrees that it will consult with the other party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other party appraised apprised of the status of material matters relating to completion of the transactions contemplated hereby. (b) Each party agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and stockholders shareholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any third party or Governmental Authority. 8.10.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Park National Corp /Oh/)

Regulatory Applications. (a) Each of GDSC United and DCA Xxxxx and their respective Subsidiaries shall cooperate and use their respective reasonable best efforts to prepare all documentation, to effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary to consummate the transactions contemplated by this Agreement. Each of GDSC United and DCA shall use their reasonable best efforts to make all appropriate filings with the Regulatory Authorities. Each of GDSC and DCA Xxxxx shall have the right to review in advance, and to the extent practicable each will consult with the other, in each case subject to applicable laws relating to the exchange of information, with respect to to, all material written information submitted to any third party or any Governmental Authority in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable. Each party hereto agrees that it will consult with the other party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other party appraised apprised of the status of material matters relating to completion of the transactions contemplated hereby. (b) Each party agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any third party or Governmental Authority. 8.10.6.12

Appears in 1 contract

Samples: Agreement and Plan of Merger (United Bankshares Inc/Wv)

Regulatory Applications. (a) A. Each of GDSC and DCA and their respective Subsidiaries shall Party will cooperate and use their respective commercially reasonable best efforts to prepare as promptly as possible all documentation, to effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary to consummate the transactions contemplated by this Agreement. Each of GDSC Agreement (the “Requisite Regulatory Approvals”) and DCA shall will use their commercially reasonable best efforts to make all appropriate necessary filings with in respect of the Requisite Regulatory AuthoritiesApprovals within forty-five (45) days following the date hereof. Each of GDSC and DCA shall have the right to Party may review in advance, and to the extent practicable each will consult with the other, in each case subject to applicable laws any Legal Requirement relating to the exchange of information, with respect to all public portions of any applications or other material written information submitted to any third party or any Governmental Authority in connection with the transactions contemplated by this AgreementRequisite Regulatory Approvals. In exercising the foregoing right, each of the parties hereto agrees to Party will act reasonably and as promptly as practicable. Each party hereto agrees that it Party will consult with the other party hereto Party with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other party appraised Party apprised of the status of material matters relating to the completion of the transactions contemplated hereby. (b) Each party agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any third party or Governmental Authority. 8.10this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Investar Holding Corp)

Regulatory Applications. (a) Each of GDSC the Company, RLBI and DCA and their respective Subsidiaries the Bank shall cooperate and use their respective reasonable best efforts to prepare all documentation, to effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary to consummate the transactions contemplated by this AgreementAgreement (including the consolidation of any the Bank branches with Merger Subsidiary branches or branches of any other Subsidiary of the Company or the closure of any RLBI branches, in each case as the Company in its sole discretion shall deem necessary); and any initial filings with Governmental Authorities shall be made by the Company as soon as reasonably practicable after the execution hereof but, provided that RLBI has cooperated as described above, in no event later than forty-five (45) days after the date hereof. Each of GDSC the Company and DCA shall use their reasonable best efforts to make all appropriate filings with the Regulatory Authorities. Each of GDSC and DCA RLBI shall have the right to review in advance, and to the extent practicable each will shall consult with the other, in each case subject to applicable laws relating to the exchange of information, with respect to all material written information submitted to any third party or any Governmental Authority in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the such parties hereto agrees to act reasonably and as promptly as practicable. Each party hereto agrees that it will shall consult with the other party parties hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will shall keep the other party appraised parties apprised of the status of material matters relating to completion of the transactions contemplated hereby. (b) Each party agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any third party or Governmental Authority. 8.10.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Northern States Financial Corp /De/)

Regulatory Applications. (a) Each of GDSC CNN and DCA PEOPLES and their respective Subsidiaries shall cooperate and use their respective reasonable best efforts to prepare all documentation, to timely effect all filings and to obtain all permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary to consummate the transactions contemplated by this Agreement. Each of GDSC CNN, PEOPLES and DCA shall use their reasonable best efforts to make all appropriate filings with the Regulatory Authorities. Each of GDSC and DCA PEOPLES' counsel shall have the right to review at least 5 business days in advance, and to the extent practicable each will consult with the other, in each case subject to applicable laws relating to the exchange of information, with respect to, and shall be provided in advance so as to reasonably exercise its right to review in advance, all material written information submitted to any third party or any Governmental Authority in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable. Each party hereto agrees that it will consult with the other party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Authorities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other party appraised apprised of the status of material matters relating to completion of the transactions contemplated hereby. (b) Each party agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any third party or Governmental Authority. 8.10.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Citizens & Northern Corp)

Regulatory Applications. In the case of each of the parties hereto, it shall use its reasonable best efforts (aA) promptly to prepare and submit applications to the appropriate Regulatory Authorities for approval of the Merger, and (B) promptly make all other appropriate filings to secure all other approvals, consents and rulings which are necessary for the consummation of the Merger. Each of GDSC the parties hereto agrees to cooperate with the other and, subject to the terms and DCA and their respective Subsidiaries shall cooperate and conditions set forth in this Agreement, use their respective its reasonable best efforts to prepare and file all documentation, to effect all filings and to obtain all necessary permits, consents, orders, approvals and authorizations of of, or any exemption by, all third parties and Governmental Authorities regulatory authorities necessary or advisable to consummate the transactions contemplated by this Agreement, including, without limitation, the regulatory approvals referred to in SECTION 6.01. Each of GDSC the Company and DCA shall use their reasonable best efforts to make all appropriate filings with the Regulatory Authorities. Each of GDSC and DCA First Union shall have the right to review in advance, and to the extent practicable each will consult with the other, in each case subject to applicable laws relating to the exchange of information, with respect to all material written information submitted to to, any third party or any Governmental Authority regulatory authorities in connection with the transactions contemplated by this AgreementPlan. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable. Each party hereto agrees that it will consult with the other party hereto with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Authorities regulatory authorities necessary or advisable to consummate the transactions contemplated by this Agreement Plan and each party will keep the other party appraised apprised of the status of material matters relating to completion of the transactions contemplated hereby. (b) Each party agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any third party or Governmental Authority. 8.10.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Jwgenesis Financial Corp /)

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