Required Vote; Inapplicability of Antitakeover Statutes; Fairness Opinion Sample Clauses

Required Vote; Inapplicability of Antitakeover Statutes; Fairness Opinion. (a) This Agreement and the transactions contemplated hereby are required to be approved on behalf of BYL by the affirmative vote of the holders of at least a majority of the outstanding shares of the BYL Common Stock. (b) No "control share acquisition," "business combination moratorium," "fair price" or other form of antitakeover statute or regulation is applicable to this Agreement and the transactions contemplated hereby. (c) BYL has received a written opinion of Sutro & Co., dated the date hereof with respect to the fairness of the Merger Consideration to be received by the shareholders of BYL pursuant to this Agreement from a financial point of view.
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Required Vote; Inapplicability of Antitakeover Statutes; Fairness Opinion. (a) This Agreement and the transactions contemplated hereby are required to be approved on behalf of SFSB by the affirmative vote of the holders of at least a majority of the votes cast of SFSB Common Stock at a meeting called for such purpose. No other vote of the stockholders of SFSB is required by law, SFSB's Articles of Incorporation, SFSB's Bylaws or otherwise to approve this Agreement and the transactions contemplated hereby. (b) SFSB has received a written opinion of RP Financial, LC, dated the date hereof, with respect to the fairness of the Merger Consideration to be received by the stockholders of SFSB pursuant to this Agreement from a financial point of view.
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Required Vote; Inapplicability of Antitakeover Statutes; Fairness Opinion. (a) This Agreement and the transactions contemplated hereby are required to be approved on behalf of ASC by the affirmative vote of the holders of at least a majority of the outstanding shares of the ASC Capital Stock. (b) No "control share acquisition," "interested stockholder," "fair price" or other form of antitakeover statute or regulation is applicable to this Agreement and the transactions contemplated hereby. (c) ASC has received a written opinion of David A. Noyes & Company, dated the date hereof with rxxxxxx xx xxx fairness of the Merger Consideration to be received by the stockholders of ASC pursuant to this Agreement from a financial point of view.
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Required Vote; Inapplicability of Antitakeover Statutes; Fairness Opinion. (a) This Agreement and the transactions contemplated hereby are required to be approved on behalf of KBI by the affirmative vote of the holders of at least a majority of the outstanding shares of the KBI Common Stock. (b) No "control share acquisition," "interested stockholder," "fair price" or other form of antitakeover statute or regulation is applicable to this Agreement and the transactions contemplated hereby. (c) KBI has received a written opinion of Keefe, Bruyette & Woods, Inc., dated the date hereof with respect to xxx xaixxxxx xx thx Xxxger Consideration to be received by the stockholders of KBI pursuant to this Agreement from a financial point of view.
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Required Vote; Inapplicability of Antitakeover Statutes; Fairness Opinion. (a) This Agreement and the transactions contemplated hereby are required to be approved on behalf of PFS by the affirmative vote of the holders of at least a majority of the outstanding shares of the PFS Common Stock. (b) No “control share acquisition,” “interested stockholder,” “fair price” or other form of antitakeover statute or regulation is applicable to this Agreement and the transactions contemplated hereby. (c) PFS has received a written opinion of Sandler X’Xxxxx & Partners, L.P., dated the date hereof with respect to the fairness of the Merger Consideration to be received by the stockholders of PFS pursuant to this Agreement from a financial point of view.
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Required Vote; Inapplicability of Antitakeover Statutes; Fairness Opinion. (a) This Agreement and the transactions contemplated hereby are required to be approved on behalf of BOH by the affirmative vote of the holders of at least a majority of the outstanding shares of the BOH Common Stock. (b) No "control share acquisition," "business combination moratorium," "fair price" or other form of antitakeover statute or regulation is applicable to this Agreement and the transactions contemplated hereby. (c) BOH has received a written opinion of Xxxxx Financial, Inc. dated the date hereof to the effect that, as of the date hereof, the consideration to be received by the shareholders of BOH pursuant to this Agreement is fair to such shareholders from a financial point of view.
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Required Vote; Inapplicability of Antitakeover Statutes; Fairness Opinion. (a) This Agreement and the transactions contemplated hereby are required to be approved on behalf of Group by the affirmative vote of the holders of at least a majority of the outstanding shares of the Group Common Stock. (b) No "control share acquisition," "business combination moratorium," "fair price" or other form of antitakeover statute or regulation is applicable to this Agreement and the transactions contemplated hereby.
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Required Vote; Inapplicability of Antitakeover Statutes; Fairness Opinion. (a) This Agreement and the transactions contemplated hereby are required to be approved on behalf of the Company by (i) the affirmative vote of the holders of at least a majority of the outstanding shares of each of the Series A Preferred Stock, the Series B Preferred Stock, the Series C Preferred Stock, the Class A Common Stock, the Class B Common Stock and the Class C Common Stock, voting as separate classes, and (ii) the affirmative vote of a majority of the total number of votes which may be cast by the holders of the outstanding shares of Series A Preferred Stock and the Class A Common Stock, voting as a single class. (b) No "control share acquisition," "business combination moratorium," "fair price" or other form of antitakover statute or regulation, including without limitation Sections 611-A and 910 of the MBCA, is applicable to this Agreement and the transactions contemplated hereby or the Bank Merger Agreement and the transactions contemplated thereby. (c) The Company has received a written opinion of M.A. Schapiro & Co., Inc. dated the date hereof to the efxxxx xxat, as of the date hereof, the consideration to be received by the shareholders of the Company pursuant to this Agreement is fair to such shareholders from a financial point of view.
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Related to Required Vote; Inapplicability of Antitakeover Statutes; Fairness Opinion

  • Antitakeover Statutes Take any action (i) that would cause this Agreement or the Transaction to be subject to the provisions of any state antitakeover law or state law that purports to limit or restrict business combinations or the ability to acquire or vote shares or (ii) to exempt or make not subject to the provisions of any state antitakeover law or state law that purports to limit or restrict business combinations or the ability to acquire or vote shares, any Person (other than PPBI or its Subsidiaries) or any action taken thereby, which Person or action would have otherwise been subject to the restrictive provisions thereof and not exempt therefrom.

  • Anti-Takeover Statutes If any “control share acquisition,” “fair price,” “moratorium,” or other anti-takeover Law becomes or is deemed to be applicable to Parent, the Merger Sub, the Company, the Merger, or any other transaction contemplated by this Agreement, then each of the Company and the Company Board on the one hand, and Parent and the Parent Board on the other hand, 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 render such anti-takeover Law inapplicable to the foregoing.

  • Takeover Statutes If any Takeover Statute is or may become applicable to the Merger or the other transactions contemplated by this Agreement, the Company and its board of directors shall grant such approvals and take such actions as are necessary so that such transactions 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 or regulation on such transactions.

  • State Takeover Statutes The Board of Directors of the Company has approved the Merger and this Agreement, and such approval is sufficient to render inapplicable to the Merger, this Agreement and the transactions contemplated by this Agreement, the provisions of Section 203 of the DGCL. To the best of the Company's knowledge, no other state takeover statute or similar statute or regulation applies or purports to apply to the Merger, this Agreement or any of the transactions contemplated by this Agreement.

  • Antitakeover Provisions No “control share acquisition,” “business combination moratorium,” “fair price” or other form of antitakeover statute or regulation is applicable to this Agreement and the transactions contemplated hereby.

  • Takeover Statute If any Takeover Statute is or may become applicable to the Merger or the other transactions contemplated by this Agreement, each of Parent and the Company and its board of directors shall grant such approvals and take such actions as are necessary so that such transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement or by the Merger and otherwise act to eliminate or minimize the effects of such statute or regulation on such transactions.

  • NO VIOLATION OF SHAREHOLDER APPROVAL REQUIREMENT The issuance of the Put Shares shall not violate the shareholder approval requirements of the Principal Market.

  • Anti-Takeover Provisions The Company is not party to a shareholder rights agreement, “poison pill” or similar agreement or plan. The Company Board has taken all necessary action so that any takeover, anti-takeover, moratorium, “fair price”, “control share” or other similar Laws enacted under any Laws applicable to the Company (each, a “Takeover Statute”) does not, and will not, apply to this Agreement or the Transactions other than the CICL.

  • Anti-Takeover Laws In the event that any state anti-takeover or other similar Law is or becomes applicable to this Agreement or any of the transactions contemplated by this Agreement, the Company, Parent and Acquisition Sub shall use their respective reasonable best efforts to ensure that the transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms and subject to the conditions set forth in this Agreement and otherwise to minimize the effect of such Law on this Agreement and the transactions contemplated hereby.

  • Anti-takeover Provisions and Rights Plan The Board of Directors of the Company (the “Board of Directors”) has taken all necessary action to ensure that the transactions contemplated by this Agreement and the consummation of the transactions contemplated hereby will be exempt from any anti-takeover or similar provisions of the Company’s Charter and bylaws, and any other provisions of any applicable “moratorium”, “control share”, “fair price”, “interested stockholder” or other anti-takeover laws and regulations of any jurisdiction.

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