Common use of Anti-Takeover Measures Clause in Contracts

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.

Appears in 4 contracts

Samples: Distribution Agreement (New Laser Corp), Distribution Agreement (New Laser Corp), Transaction Agreement (New Laser Corp)

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