Other Actions by the Company. If any "fair price," "moratorium," "control share acquisition," or other form of antitakeover statute, regulation, charter provision, or contract is or becomes applicable to the transactions contemplated by this Agreement, the Company and the members of the Board of Directors of the Company will use their commercially reasonable efforts to grant such approvals and take such actions as are necessary under such laws, provisions, or contracts so that the transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise act to eliminate or minimize the effects of such statute, regulation, provision or contract on the transactions contemplated by this Agreement.
Other Actions by the Company. If any Takeover Statute shall ---------------------------- become applicable to the transactions contemplated hereby, the Company and the members of the Board of Directors of the Company shall grant such approvals and take such actions as are necessary so that the transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated hereby and otherwise act to eliminate or minimize the effects of such statute or regulation on the transactions contemplated hereby.
Other Actions by the Company. If any "fair price," "moratorium," "control ---------------------------- share acquisition" or other form of anti-takeover statute, regulation or charter provision is or shall become applicable to the transactions contemplated hereby (including, without limitation, Section 203 of the DGCL), the Company and the members of the Board of Directors of the Company shall use their reasonable best efforts (subject to applicable fiduciary duties) to grant such approvals and take such actions as are necessary so that the transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated hereby and otherwise act to eliminate or minimize the effects of such statute, regulation or charter provision on the transactions contemplated hereby, unless the Company's Board of Directors determines, following the receipt of advice of counsel, that it is required by fiduciary obligations under applicable law to amend, modify or withdraw its recommendation to the holders of the Shares to accept the Offer and to approve the Merger.
Other Actions by the Company. If any "fair price," "control share acquisition," "shareholder protection" or other form of anti-takeover statute, regulation or charter provision or contract is or shall become applicable to the Merger or the transactions contemplated hereby, the Company, the Special Committee and the Board of Directors shall, promptly upon the request of the Purchaser, grant such approvals and take such actions as are necessary under such laws and provisions so that the transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated hereby and otherwise act to the extent allowable to eliminate or minimize the effects of such statute, regulation, provision or contract on the transactions contemplated hereby. The Board of Directors and the Company have taken and shall continue to take such actions as are necessary to either amend the Company Rights Plan or redeem any outstanding rights under the Company Rights Plan, so that the transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement, and otherwise act to eliminate or minimize the effects of such Company Rights Plan on such transaction.
Other Actions by the Company. The Company will, and will cause its Subsidiaries to, at the request of Parent, provide such cooperation as Parent may reasonably request so that, at or as soon as practicable at or after the Effective Time, Parent can refinance the Noveon, Inc. 11% senior subordinated notes, the Company's 13% senior subordinated notes and any other indebtedness for borrowed money of the Company and its Subsidiaries.
Other Actions by the Company. (a) Prior to the Acceptance Time, the Company Board of Directors shall take all necessary action to cause the Rights to cease to be exercisable, effective immediately prior to the Acceptance Time, without payment of any consideration in respect thereof.
Other Actions by the Company
