Anti-takeover Provisions Inapplicable. The Company and its Subsidiaries have taken all actions required to exempt Purchaser, the Agreement, the Plan of Bank Merger, the Merger and the Bank Merger from any provisions of an anti-takeover nature contained in their organizational documents, and the provisions of any federal or state “anti-takeover,” “fair price,” “moratorium,” “control share acquisition” or similar laws or regulations.
Anti-takeover Provisions Inapplicable. Assuming the accuracy of the representations contained in Section 4.24of this Agreement, the provisions of Section 912 of the NYBCL will not apply to this Agreement or any of the other transactions contemplated hereby.
Anti-takeover Provisions Inapplicable. No Takeover Statute is applicable to this Agreement, the Integrated Mergers or any of the other transactions contemplated by this Agreement under the MGCL.
Anti-takeover Provisions Inapplicable. No “moratorium,” “fair price,” “business combination,” “control share acquisition,” “interested stockholder”, “affiliate transactions”, or similar provision of any state anti-takeover Law (any such laws, “Takeover Statutes”) is applicable to this Agreement, the Integrated Mergers or any of the other transactions contemplated by this Agreement under the VSCA or federal law.
Anti-takeover Provisions Inapplicable. To the Knowledge of Company and Company Bank, no “business combination,” “moratorium,” “control share” or other state anti-takeover statute or regulation, (a) applies to the Merger, the Bank Merger or the Company Shareholder Agreements, (b) prohibits or restricts the ability of Company or Company Bank to perform their obligations under this Agreement or the ability of them to consummate the Merger or the Bank Merger, (c) would have the effect of invalidating or voiding this Agreement, any of the Company Shareholder Agreements or any provisions hereof or thereof, or (d) would subject Parent or Parent Bank to any material impediment or condition in connection with the exercise of any of its rights with respect to the Merger or any Company Shareholder Agreement. Neither Company nor Company Bank has adopted a shareholders rights or similar plan.
Anti-takeover Provisions Inapplicable. No "business combination," "moratorium," "control share" or other state anti-takeover statute or regulation, (i) applies to the Merger, the Voting Agreements or the Stock Option Agreement, (ii) prohibits or restricts the ability of RCSB or Target Bank to perform its obligations under this Agreement, or its ability to consummate the transactions contemplated hereby, (iii) would have the effect of invalidating or voiding this Agreement, any of the Voting Agreements, or the Stock Option Agreement, or any provision hereof or thereof, or (iv) would subject COFI, Charter Michigan or Charter One Bank to any material impediment or condition in connection with the exercise of any of its right under this Agreement, any of the Voting Agreements, or the Stock Option Agreement.
Anti-takeover Provisions Inapplicable. SSE and its Subsidiaries have taken all actions required to exempt NVSL, the Agreement, the Plan of Bank Merger, the Merger and the Bank Merger from any provisions of an antitakeover nature contained in their organizational documents, and the provisions of any federal or state “anti-takeover,” “fair price,” “moratorium,” “control share acquisition” or similar laws or regulations.
Anti-takeover Provisions Inapplicable. The Company and its Subsidiaries have taken all actions required to exempt MHC, Parent, Merger Sub, the Agreement, the Merger and the Second Step Merger from any provisions of an anti-takeover nature contained in their organizational documents, and the provisions of any federal or state “anti-takeover,” “fair price,” “moratorium,” “control share acquisition” or similar laws or regulations.
Anti-takeover Provisions Inapplicable. The execution and consummation of the transactions contemplated by the Transaction Documents will not trigger any anti-takeover, poison pill or similar provisions contained within the certificate or articles of incorporation or bylaws of Company or any of its Subsidiaries, nor any applicable provision under the Delaware General Corporate Law relating to transactions with interested stockholders or a sale or merger of the Company.
Anti-takeover Provisions Inapplicable. To the Knowledge of Parent and Parent Bank, no “business combination,” “moratorium,” “control share” or other state anti-takeover statute or regulation, (a) applies to the Merger or the Bank Merger, (b) prohibits or restricts the ability of Parent or Parent Bank to perform their obligations under this Agreement or their ability to consummate the Merger or the Bank Merger, (c) would have the effect of invalidating or voiding this Agreement or any provisions hereof, or (d) would subject Company or Company Bank to any material impediment or condition in connection with the exercise of any of its rights with respect to the Merger. Neither Parent or Parent Bank has adopted a shareholders rights or similar plan.
