Anti-Takeover Measures. No anti-takeover measure (such as any measure which would qualify as a “beschermingsmaatregel” under the Laws of The Netherlands) that may be invoked or implemented by the Company (or any of its Affiliates) or by a Third Party pursuant to a right granted to such Third Party by the Company (or any of its Affiliates) (each, an “Anti-Takeover Measure”) has been implemented by the Company (or such Affiliate) in relation to the Offer or the other Transactions.
Anti-Takeover Measures. Emergent is not a party to a rights agreement, poison pill or similar Contract, arrangement or plan.
Anti-Takeover Measures. The Company and the Company Board (and any applicable committees thereof) shall take all actions within their power and authority necessary so that no Anti-Takeover Measure is or becomes applicable to any of the Transactions. If any Anti-Takeover Measure becomes applicable to any of the Transactions, the Company and the Company Board (and any applicable committees thereof) shall grant such approvals and take such actions within their power and authority as are necessary so that any such Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise act within their power and authority to eliminate such Anti-Takeover Measures in respect of such Transactions.
Anti-Takeover Measures. (a) Each of the Company and NewCo will take all actions reasonably available to it to ensure that the Purchaser or its Affiliates, any of the Transaction Documents or any of the transactions contemplated by the Transaction Documents are not subject to any of the requirements imposed by Section 203 of the DGCL or under any “control share acquisition,” “fair price,” “moratorium” or other anti-takeover law, and NewCo and the Company will take all necessary steps within their control to exempt (and ensure the continued exemption of) the Transaction Documents and the transactions contemplated by the Transaction Documents from such Laws, as now or hereafter in effect and will not take any action that will cause such requirements to become applicable to Parent, the Purchaser or their Subsidiaries.
Anti-Takeover Measures. The Company and the Boards shall take all actions within their power and authority necessary so that the restrictions of any Anti-Takeover Measures do not prevent or materially delay any and all of the transactions contemplated by this Agreement. If any Anti-Takeover Measure becomes applicable to any of the transactions contemplated by this Agreement and the Tender Agreements, to the extent reasonably possible, the Company and the Boards shall grant such approvals and take such actions within their power and authority as are necessary, so that any such transactions contemplated by this Agreement and the Tender Agreements may be consummated as promptly as practicable on the terms contemplated by this Agreement or the Tender Agreement, as applicable, and otherwise act within their power and authority to eliminate or minimize the effects of such Anti-Takeover Measures on such transactions.
Anti-Takeover Measures. If New Mylan after the date of this Agreement adopts any anti-takeover provision as part of its Articles of Association or in any other constituent document of New Mylan or its Subsidiaries, the terms of such plan, agreement or provision shall expressly permit the ownership by the Abbott Shareholders and their Affiliates of the Shares to the same extent that such ownership is permitted in accordance with this Agreement.
Anti-Takeover Measures. (a) The Company will not take any action that would cause the Purchaser or its Affiliates, any of the Transaction Documents or any of the transactions contemplated by the Transaction Documents to be subject to any of the requirements imposed by Section 203 of the DGCL or under any “control share acquisition,” “fair price,” “moratorium” or other anti-takeover law, and will take all necessary steps within its control to exempt (and ensure the continued exemption of) the Transaction Documents and the transactions contemplated by the Transaction Documents from such Laws, as now or hereafter in effect.
Anti-Takeover Measures. Neither the Company nor any of its Subsidiaries is a party to a rights agreement, poison pill or similar Contract, arrangement or plan.
Anti-Takeover Measures. Against any anti-takeover measures such as a common stock dividend or distribution plan intended to dilute the interest of a purchaser of the Company's stock, contracts providing for golden parachute payments to the Xxxxx Nominee directors, limitations on shareholder rights to act by written consent or to otherwise propose or take corporate action (other than 30 days notice of any nominee for election as a director), or amend or repeal Article II, Section 8 of the Bylaws, which measures the Company hereby agrees not to adopt without the consent of the Shareholders.
Anti-Takeover Measures. During the period commencing on the date hereof and ending on the Termination Date, the Company agrees that it shall not: (i) implement or otherwise adopt a "classified" or "staggered" board; or (ii) amend or otherwise modify the Rights Agreement by and between the Company and American Stock Transfer & Trust Company dated November 14, 2001, in any manner adverse to a potential acquirer (this provision shall in no way prevent the Company from redeeming the rights issued pursuant to the Rights Agreement).
