Common use of State Anti-Takeover Statutes Clause in Contracts

State Anti-Takeover Statutes. Without limiting anything contained in this Agreement, each of the Company and Parent shall (a) take all action within its power to ensure that no state anti-takeover statute or similar statute or regulation is or becomes applicable to this Agreement, the Merger or any of the other transactions contemplated by this Agreement, and (b) if any state anti-takeover statute or similar statute or regulation becomes applicable to this Agreement, the Merger or any of the other transactions contemplated by this Agreement, take all action within its power to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as reasonably practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger and the other transactions contemplated by this Agreement.

Appears in 2 contracts

Samples: Merger Agreement (Texas New Mexico Power Co), Merger Agreement (Avangrid, Inc.)

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State Anti-Takeover Statutes. Without limiting anything contained in this Agreementthe generality of Section 5.03(b), each of the Company Aztar and Parent Pinnacle shall (ai) take all reasonable action within its power necessary to ensure that no state anti-takeover statute or similar statute or regulation is or charter, bylaw or similar provision becomes applicable to the Merger, this Agreement, the Merger Agreement or any of the other transactions contemplated by this Agreement, Agreement and (bii) if any state anti-takeover statute or similar statute or regulation regulation, charter, bylaw or similar provision becomes applicable to the Merger, this Agreement, the Merger Agreement or any of the other transactions transaction contemplated by this Agreement, take all action within its power necessary to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as reasonably practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation regulation, charter, bylaw or similar provision on the Merger and the other transactions contemplated by this Agreement.

Appears in 2 contracts

Samples: Merger Agreement (Pinnacle Entertainment Inc), Merger Agreement (Pinnacle Entertainment Inc)

State Anti-Takeover Statutes. Without limiting anything contained in this Agreementthe generality of Section 5.05(b), each of the Company FPL Group and Parent Constellation shall (ai) take all action within its power necessary to ensure that no state anti-takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement, the Merger Agreement or any of the other transactions contemplated by this Agreement, Agreement and (bii) if any state anti-takeover statute or similar statute or regulation becomes applicable to the Merger, this Agreement, the Merger Agreement or any of the other transactions transaction contemplated by this Agreement, take all action within its power necessary to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as reasonably practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger and the other transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Merger Agreement (Constellation Energy Group Inc)

State Anti-Takeover Statutes. Without limiting anything contained in this Agreementthe generality of Section 5.05(b), each of the Company Progress and Parent Duke shall (ai) take all action within its power necessary to ensure that no state anti-takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement, the Merger Agreement or any of the other transactions contemplated by this Agreement, Agreement and (bii) if any state anti-takeover statute or similar statute or regulation becomes applicable to the Merger, this Agreement, the Merger Agreement or any of the other transactions transaction contemplated by this Agreement, take all action within its power necessary to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as reasonably practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger and the other transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Merger Agreement (Duke Energy CORP)

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State Anti-Takeover Statutes. Without limiting anything contained in this Agreementthe generality of Section 6.5(b), each of the Company and Parent TWTC shall (ai) take all action within its power necessary to ensure that no state anti-takeover antitakeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement, the Merger Agreement or any of the other transactions contemplated by this Agreement, Agreement and (bii) if any state anti-takeover statute or similar statute or regulation becomes applicable to the Merger, this Agreement, the Merger Agreement or any of the other transactions transaction contemplated by this Agreement, take all action within its power necessary to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as reasonably practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger and the other transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Merger Agreement (Time Warner Telecom Inc)

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