Common use of Antitakeover Provisions Clause in Contracts

Antitakeover Provisions. (a) Haven and its Subsidiaries shall take all steps required by any relevant federal or state law or regulation or under any relevant agreement or other document (i) to exempt or continue to exempt Queens, the Covered Agreements and any transactions contemplated thereby, as well as additional purchases by Queens of up to 4.9% of then outstanding shares of Haven Common Stock, from any provisions of an antitakeover nature in Haven's or its Subsidiaries' certificates of incorporation or charters, as the case may be, and bylaws and the provisions of Section 203 of the DGCL and (ii) upon the request of Queens, to assist in any challenge to the applicability to the foregoing of Section 203 of the DGCL. (b) Except for amendments approved in writing by Queens, Haven will not, following the date hereof, amend or waive any of the provisions of, or take any action to exempt any other persons from the provisions of, Haven Rights Agreement in any manner that adversely affects Queens or Queens Bank with respect to the consummation of the Merger or, except as provided in the next sentence, redeem the rights thereunder; provided, however, that nothing herein shall prevent Haven from amending or otherwise taking any action under the Haven Rights Agreement to delay the Distribution Date (as defined in the Haven Rights Agreement). If requested by Queens, but not otherwise, Haven will redeem all outstanding Haven Preferred Share Purchase Rights at a redemption price of not more than $.01 per Haven Preferred Share Purchase Right effective immediately prior to the Effective Time.

Antitakeover Provisions. (a) Haven TRFC and its Subsidiaries shall take all steps required by any relevant federal or state law or regulation or under any relevant agreement or other document (i) to exempt or continue to exempt QueensRBI, the Covered Agreements Agreement, the Merger, the Bank Merger and any transactions contemplated thereby, as well as additional purchases by Queens of up to 4.9% of then outstanding shares of Haven Common Stock, the TRFC Option Agreement from any provisions of an antitakeover nature in HavenTRFC's or its Subsidiaries' organization certificates of incorporation or charters, as the case may be, and bylaws and the provisions of Section 203 of any federal or state antitakeover laws and the DGCL TRFC Rights Agreements, and (ii) upon the request of QueensRBI, to assist in any challenge to the applicability to the foregoing Agreement, the Merger, the Bank Merger or the TRFC Option Agreement of Section 203 of the DGCLany federal or state antitakeover laws. (b) Except for amendments approved in writing by QueensRBI, Haven TRFC will not, following the date hereof, amend or waive any of the provisions of, or take any action to exempt any other persons from the provisions of, Haven the TRFC Rights Agreement in any manner that adversely affects Queens RBI or Queens RBI Bank with respect to the consummation of the Merger or, except as provided in the next sentence, redeem the rights thereunder; providedPROVIDED, howeverHOWEVER, that nothing herein shall prevent Haven TRFC from amending or otherwise taking any action under the Haven TRFC Rights Agreement to delay the Distribution Date (as defined in permitted under Section 3(b)(ii) of the Haven TRFC Rights Agreement). If requested by QueensRBI, but not otherwise, Haven TRFC will redeem all outstanding Haven TRFC Preferred Share Purchase Rights at a redemption price of not more than $.01 per Haven TRFC Preferred Share Purchase Right effective immediately prior to the Effective Time.

Antitakeover Provisions. (a) Haven and its Subsidiaries shall take all steps required by any relevant federal or state law or regulation or under any relevant agreement or other document (i) to exempt or continue to exempt Queens, the Covered Agreements and any transactions contemplated thereby, as well as additional purchases by Queens of up to 4.9% of then outstanding shares of Haven Common Stock, from any provisions of an antitakeover nature in Haven's or its Subsidiaries' certificates of incorporation or charters, as the case may be, and bylaws and the provisions of Section 203 of the DGCL and (ii) upon the request of Queens, to assist in any challenge to the applicability to the foregoing of Section 203 of the DGCL. (b) Except for amendments approved in writing by Queens, Haven will not, following the date hereof, amend or waive any of the provisions of, or take any action to exempt any other persons from the provisions of, Haven Rights Agreement in any manner that adversely affects Queens or Queens Bank with respect to the consummation of the Merger or, except as provided in the next sentence, redeem the rights thereunder; providedPROVIDED, howeverHOWEVER, that nothing herein shall prevent Haven from amending or otherwise taking any action under the Haven Rights Agreement to delay the Distribution Date (as defined in the Haven Rights Agreement). If requested by Queens, but not otherwise, Haven will redeem all outstanding Haven Preferred Share Purchase Rights at a redemption price of not more than $.01 per Haven Preferred Share Purchase Right effective immediately prior to the Effective Time.

Antitakeover Provisions. (a) Haven TRFC and its Subsidiaries shall take all steps required by any relevant federal or state law or regulation or under any relevant agreement or other document (i) to exempt or continue to exempt QueensRBI, the Covered Agreements Agreement, the Merger, the Bank Merger and any transactions contemplated thereby, as well as additional purchases by Queens of up to 4.9% of then outstanding shares of Haven Common Stock, the TRFC Option Agreement from any provisions of an antitakeover nature in HavenTRFC's or its Subsidiaries' organization certificates of incorporation or charters, as the case may be, and bylaws and the provisions of Section 203 of any federal or state antitakeover laws and the DGCL TRFC Rights Agreements, and (ii) upon the request of QueensRBI, to assist in any challenge to the applicability to the foregoing Agreement, the Merger, the Bank Merger or the TRFC Option Agreement of Section 203 of the DGCLany federal or state antitakeover laws. (b) Except for amendments approved in writing by QueensRBI, Haven TRFC will not, following the date hereof, amend or waive any of the provisions of, or take any action to exempt any other persons from the provisions of, Haven the TRFC Rights Agreement in any manner that adversely affects Queens RBI or Queens RBI Bank with respect to the consummation of the Merger or, except as provided in the next sentence, redeem the rights thereunder; provided, however, that nothing herein shall prevent Haven TRFC from amending or otherwise taking any action under the Haven TRFC Rights Agreement to delay the Distribution Date (as defined in permitted under Section 3(b)(ii) of the Haven TRFC Rights Agreement). If requested by QueensRBI, but not otherwise, Haven TRFC will redeem all outstanding Haven TRFC Preferred Share Purchase Rights at a redemption price of not more than $.01 per Haven TRFC Preferred Share Purchase Right effective immediately prior to the Effective Time.