State Takeover Laws; Certificate of Incorporation. Borrower has taken all necessary action to exempt this Agreement and the transactions contemplated hereby (including, without limitation, the issuance of the Conversion Shares upon conversion of the Notes) from, and this Agreement and the transactions contemplated hereby (including, without limitation, the issuance of the Conversion Shares upon conversion of the Notes) are exempt from, (a) any applicable state takeover laws, including, without limitation, the provisions of the NCL, (b) any applicable takeover provisions in Borrower’s Certificate of Incorporation or bylaws, and (c) except as set forth on Schedule 3.27, any change of control or other takeover provisions set forth in any Contract to which Borrower is a party or may be bound.
State Takeover Laws; Certificate of Incorporation. The Company shall not take any action that would cause the transactions contemplated by this Agreement to be subject to any applicable state takeover statute and the Company shall take all necessary steps to exempt (or ensure the continued exemption of) the transactions contemplated by this Agreement from (A) any applicable state takeover law, as now or hereafter in effect, including, without limitation, Sections 14A:10A-1 through 14A:10A-6 of the New Jersey BCA, (B) any applicable takeover provisions in the Company's Certificate of Incorporation or By-laws, and (C) any takeover provisions set forth in any agreement to which the Company is a party or may be bound.
State Takeover Laws; Certificate of Incorporation. The Board of Directors of MECH has approved the offer of Xxxxxxx to enter into this Agreement, the Bank Merger Agreement and the Option Agreement, and has approved MECH entering into this Agreement, the Bank Merger Agreement and the Option Agreement, and the transactions contemplated thereby, such that under applicable law and MECH's Certificate of Incorporation the only vote of MECH shareholders necessary to consummate the transactions contemplated hereby (including the Bank Merger and issuance under the Option Agreement) is the approval of a majority of all votes entitled to be cast by the holders of the outstanding shares of MECH Common Stock.
State Takeover Laws; Certificate of Incorporation. The Board of Directors of Parent has approved the execution of the Parent Option Agreement and authorized and approved the Merger (prior to the execution by Parent of this Agreement and prior to the execution of the Parent Option Agreement) in accordance with Section 203 of the DGCL and Article Eight of Parent's Certificate of Incorporation such that Section 203 and Article Eight will not apply to this Agreement, the Parent Option Agreement, the Parent Fee Letter or the transactions contemplated hereby and thereby. The Board of Directors of Parent has taken all such action required to be taken by it to provide that this Agreement, the Parent Option Agreement, the Parent Fee Letter and the transactions contemplated hereby and thereby shall be exempt from the requirements of any "moratorium," "control share," "fair price" or other anti- takeover laws or regulations of any state.
State Takeover Laws; Certificate of Incorporation. The Board of Directors of Catskill has approved the offer of Troy to enter into this Agreement, the Bank Merger Agreement and the Xxxxon Agreement, and has approved Catskill entering into this Agreement, the Bank Merger Agreement and the Option Agreement, and the transactions contemplated thereby, such that under applicable law and Catskill's Certificate of Incorporation the only vote of Catskill shareholders necessary to consummate the transactions contemplated hereby is the approval of at least a majority of the outstanding shares of Catskill Common Stock entitled to vote.
State Takeover Laws; Certificate of Incorporation. The Board of Directors of Eagle has approved the of- fer of Xxxxxxx to enter into this Agreement, the Bank Merger Agreement and the Option Agreement, and has approved Eagle's entering into this Agreement, the Bank Merger Agreement and the Option Agreement, and the transactions contemplated thereby, such that under the DGCL (including, without limitation, Sec- tion 203 thereof) and Eagle's Restated Certificate of Incorpo- ration (including, without limitation, Articles 10, 12, and 13 thereof) the only vote of Eagle stockholders necessary to con- summate the transactions contemplated hereby (including the Bank Merger and, subject to any additional vote of Eagle stock- holders required pursuant to Article 13 of the Eagle Restated Certificate of Incorporation, the transactions contemplated by the Option Agreement) is the approval of the holders of at least a majority of the outstanding Eagle Common Stock entitled to vote thereon at the Eagle Meeting or any adjournment or postponement thereof.
State Takeover Laws; Certificate of Incorporation. The Board of Directors of SKAN has approved the offer of BSB Bancorp to enter into this Agreement, the Bank Merger Agreement and the Option Agreement, and has authorized and approved this Agreement, the Bank Merger Agreement and the Option Agreement, and the consummation of the transactions contemplated hereby and thereby, such that under applicable law and SKAN's Certificate of Incorporation the only vote of SKAN shareholders necessary to consummate the transactions contemplated hereby (including the Bank Merger and issuance under the Option Agreement) is the approval of two-thirds of the outstanding shares of SKAN Common Stock. Assuming that the consents and approvals referred to in Section 3.4 hereof are obtained, the Board of Directors of SKAN has conclusively determined that the provisions of Articles 10 and 12 of the Certificate of Incorporation of SKAN
State Takeover Laws; Certificate of Incorporation. The Board of Directors of Bevexxx Xxxp. has approved the offer of St. Paul xx enter into this Agreement, the Bank Merger Agreement and the Option Agreement, and has approved Bevexxx Xxxp. entering into this Agreement, the Bank Merger Agreement and the Option Agreement, and the transactions contemplated thereby, such that under applicable law and Bevexxx Xxxp.'s Certificate of Incorporation the only vote of Bevexxx Xxxp. shareholders necessary to consummate the transactions contemplated hereby (including the Bank Merger and issuance under the Option Agreement) is the approval of at least a majority of the outstanding shares of Bevexxx Xxxmon Stock.
State Takeover Laws; Certificate of Incorporation. The Board of Directors of SKAN has approved the offer of BSB Bancorp to enter into this Agreement, the Bank Merger Agreement and the Option Agreement, and has authorized and approved this Agreement, the Bank Merger Agreement and the Option Agreement, and the consummation of the transactions contemplated hereby and thereby, such that under applicable law and SKAN's Certificate of Incorporation the only vote of SKAN shareholders necessary to consummate the transactions contemplated hereby (including the Bank Merger and issuance under the Option Agreement) is the approval of two-thirds of the outstanding shares of SKAN Common Stock. Assuming that the consents and approvals referred to in Section 3.4 hereof are obtained, the Board of Directors of SKAN has conclusively determined that the provisions of Articles 10 and 12 of the Certificate of Incorporation of SKAN does not apply to this Agreement, the Bank Merger Agreement or the Option Agreement, or any of the transactions contemplated hereby or thereby.
State Takeover Laws; Certificate of Incorporation. B2B shall not take ------------------------------------------------- any action that would cause the transactions contemplated by this Agreement to be subject to any applicable state takeover statute and B2B shall take all necessary steps to except or exempt (or ensure the continued exemption of) the transactions contemplated by this Agreement from (a) any applicable state takeover Law, as now or hereafter in effect, including Section 203 of the Delaware GCL, (b) any applicable takeover provisions in B2B Certificate of Incorporation or Bylaws and (c) any takeover provisions set forth in any Contract to which B2B is a party or may be bound.
