State Statutes. If any state takeover law shall become applicable to the transactions contemplated by this Agreement, Acquiror and its Board of Directors or Target and its Board of Directors, as the case may be, shall use their reasonable best efforts to grant such approvals and take such actions as are necessary so that the transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effects of such state takeover law on the transactions contemplated by this Agreement.
State Statutes. The Company and its Board of Directors shall, if any state takeover statute or similar law is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement, use all reasonable efforts to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger, this Agreement and the transactions contemplated hereby.
State Statutes. If any state takeover law shall become applicable to the transactions contemplated by this Agreement, unless the Coulxxx Xxxrd of Directors recommends a Superior Offer in accordance with Section 5.6(c) or Section 5.7(a), Corixa and its Board of Directors or Coulxxx xxx its Board of Directors, as the case may be, shall grant such approvals and take such actions as are necessary 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 state takeover law on the transactions contemplated by this Agreement.
State Statutes. Beneficiary may exercise all rights and -------------- remedies under the statutes in the State where the Premises are located, subject to the following:
(a) if any provision in this Deed of Trust is inconsistent with any applicable statute in the State where the Premises are located, such statute shall take precedence over the provisions of this Deed of Trust, but shall not invalidate or render unenforceable any other provision of this Deed of Trust that can be construed in a manner consistent with such statute; and
(b) if any provision of this Deed of Trust shall grant to Beneficiary any rights or remedies upon default of Trustor which are more limited than the rights that otherwise would be vested in Beneficiary under such statute in the absence of such provision, Beneficiary shall be vested with the rights granted in such statute to the full extent permitted by law. Without limiting the generality of the foregoing, all expenses incurred by Beneficiary to the extent reimbursable under such statute, whether incurred before or after any decrees or judgment of foreclosure or any trustee's sale, and whether or not provided for elsewhere in this Deed of Trust, shall be added to Trustor's Obligations or to the judgment of foreclosure, as described more fully in Section 11.4.
State Statutes. Section 607.0901 (Affiliated Transactions) and Section 607.0902 (Control-Share Acquisitions) of the FBCA are not applicable to the Merger, this Agreement and the transactions contemplated hereby either because (i) such statutes are not applicable by their terms or (ii) all actions necessary to exempt the Company, Parent, Buyer, their Affiliates, the Merger, this Agreement and the transactions contemplated hereby from such statutes have been taken. To the knowledge of Parent and Buyer, no other state takeover or similar statute or regulation applies or purports to apply to the Merger, this Agreement and/or the transactions contemplated hereby.
State Statutes. The Company and its Board of Directors shall, if any state takeover statute or similar Law is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement, use all reasonable efforts to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require Parent or the Company or any Subsidiary or Affiliate thereof to agree to any divestiture by itself or any of its affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their businesses or to own or exercise control of such assets, properties and stock.
State Statutes. The Board of Directors of the Company has approved the terms of this Agreement, the Stock Option Agreement and the Shareholders Agreements, the making of the Offer and the consummation of the Merger and the other transactions contemplated by this Agreement, the Stock Option Agreement and the Shareholder Agreements and such approval renders the provisions of Section 2538 and Subchapter F of Chapter 25 of the PBCL inapplicable to the transactions contemplated by this Agreement, the Stock Option Agreement and the Shareholders Agreements. To the best of the Company's knowledge, no other state takeover statute or similar statute or regulation applies or purports to apply to this Agreement, the Stock Option Agreement or the Shareholder Agreements or any of the transactions contemplated hereby or thereby.
State Statutes. NVGT and its Board of Directors shall, if any state takeover statute or similar law is or becomes applicable to the Share Exchange, this Agreement or any of the transactions contemplated by this Agreement, use all reasonable efforts to ensure that the Share Exchange and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Share Exchange, this Agreement and the transactions contemplated hereby.
State Statutes. If any state takeover law shall become applicable to the transactions contemplated by this Agreement, Trega and its Board of Directors or NaviCyte and its Board of Directors, as the case may be, shall use their reasonable efforts to obtain such approvals and take such actions as are necessary so that the transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effects of such state takeover law on the transactions contemplated by this Agreement.
State Statutes. The Board of Directors of the Company has approved the terms of this Agreement and the Merger, and such approval is sufficient to render inapplicable the provisions of Part Thirteen of the Texas Business Corporation Act (the "TBCA") to the extent, if any, that such Section is applicable to the Merger, this Agreement and the transactions contemplated hereunder. To the knowledge of the Company (based on consultation with outside legal counsel), except for the DGCL and the TBCA, no other state takeover statute or similar statute or regulation applies or purports to apply to the Merger, this Agreement or the transactions contemplated hereunder.
