State Takeover Laws; Rights Agreement. SuperMedia has, or will have prior to the SuperMedia Effective Time, taken all necessary action so that, assuming compliance by Dex and Merger Sub with their respective obligations hereunder and the accuracy of the representations and warranties made by Dex and Merger Subs herein, no “business combination,” “moratorium,” “fair price,” “control share acquisition” or other state anti-takeover statute or regulation, nor any takeover-related provision in the SuperMedia Charter or the SuperMedia Bylaws, would (i) prohibit or restrict SuperMedia’s ability to perform its obligations under this Agreement, any related agreement, or the SuperMedia Certificate of Merger or its ability to consummate the transactions contemplated hereby and thereby, (ii) have the effect of invalidating or voiding this Agreement, or the SuperMedia Certificate of Merger, or any provision hereof or thereof, or (iii) subject Dex, Newco or Merger Sub to any impediment or condition in connection with the exercise of any of its rights under this Agreement or the Certificates of Merger. SuperMedia does not have any stockholder rights plan in effect.
State Takeover Laws; Rights Agreement. (a) North Valley and its Board of Directors have taken, or by the Effective Time will have taken, all necessary action so that any applicable provisions of the takeover laws of California and any other state (and any comparable provisions of North Valley’s Articles of Incorporation and Bylaws) do not and will not apply to this Agreement, the Merger or the transactions contemplated hereby or thereby.
(b) North Valley has (i) duly authorized and executed an appropriate amendment to the North Valley Rights Agreement, which amendment has been provided to TriCo and (ii) taken all other action necessary or appropriate so that the entering into of this Agreement or the Shareholder Agreements, and the consummation of the transactions contemplated hereby and thereby (including the Merger) do not and will not result in TriCo being or becoming an “Acquiring Person” thereunder or the ability of any person to exercise a “Right” (as defined in the North Valley Rights Agreement) or enabling or requiring Rights to separate from the shares of North Valley Common Stock to which they are attached or to be triggered or become exercisable. The North Valley Rights Agreement will expire immediately prior to the Effective Time, and the North Valley Rights Agreement, as so amended, has not been further amended or modified except in accordance herewith. No “Distribution Date,” “Shares Acquisition Date” or “Trigger Event” (as such terms are defined in the North Valley Rights Agreement) has occurred prior to the date of this Agreement, nor will occur as a result of the entry by North Valley into this Agreement or the consummation of any of the transactions contemplated hereby and thereby.
State Takeover Laws; Rights Agreement. (i) The Board of Directors ------------------------------------- of Virata has approved this Agreement and the transactions contemplated by this Agreement as required under any applicable state takeover laws so that any such state takeover laws will not apply to this Agreement or any of the transactions contemplated hereby.
(ii) Virata has taken all action, if any, necessary or appropriate so that the entering into of this Agreement, and the consummation of the transactions contemplated hereby, do not and will not result in the ability of any person to exercise any Virata Rights under the Virata Rights Agreement or enable or require the Virata Rights to separate from the shares of Virata Common Stock to which they are attached or to be triggered or become exercisable. No "Distribution Date" or "15% Ownership Date" (as such terms are defined in the Virata Rights Agreement) has occurred. Copies of the Virata Rights Agreement, and all amendments thereto, have previously been made available to Globespan.
State Takeover Laws; Rights Agreement. Prior to the execution of this Agreement, the Board of Directors of Anadarko has taken all action necessary to exempt under or make not subject to any state takeover law or state law that purports to limit or restrict business combinations or the ability to acquire or vote shares: (i) the execution of this Agreement, and the Anadarko Stock Option Agreement, (ii) the Merger and (iii) the transactions contemplated hereby and by the Anadarko Stock Option Agreement. The Anadarko Rights Agreement has been amended so that UPR is exempt from the definition of "Acquiring Person" contained in the Anadarko Rights Agreement and no "Shares Acquisition Date" or "Distribution Date" (as such terms are defined in the Anadarko Rights Agreement) will occur as a result of the execution of the Anadarko Stock Option Agreement or the acquisition or transfer of Anadarko Common Shares by UPR pursuant to the Anadarko Stock Option Agreement. Copies of all such amendments to the Anadarko Rights Agreement have been previously provided to UPR.
State Takeover Laws; Rights Agreement. Prior to the execution of this Agreement, the Board of Directors of UPR has taken all action necessary to exempt under or make not subject to any state takeover law or state law that purports to limit or restrict business combinations or the ability to acquire or vote shares: (i) the execution of this Agreement, and the UPR Stock Option Agreement, (ii) the Merger and (iii) the transactions contemplated hereby and by the UPR Stock Option Agreement. The Amended and Restated Rights Agreement, dated as of December 1, 1998 (the "UPR RIGHTS AGREEMENT"), between UPR and Xxxxxx Trust and Savings Bank, as Rights Agent, has been amended so that Anadarko and Subcorp are each exempt from the definition of "Acquiring Person" contained in the UPR Rights Agreement, no "Stock Acquisition Date" or "Distribution Date" or "Triggering Event" (as such terms are defined in the UPR Rights Agreement) will occur as a result of the execution of this Agreement or the UPR Stock Option Agreement or the consummation of the Merger pursuant to this Agreement or the acquisition or transfer of shares of UPR Common Stock by Anadarko pursuant to the UPR Stock Option Agreement and the UPR Rights Agreement will expire immediately prior to the Effective Time, and the UPR Rights Agreement, as so amended, has not been further amended or modified. Copies of all such amendments to the UPR Rights Agreement have been previously provided to Anadarko.
State Takeover Laws; Rights Agreement. (a) The Company Board has taken all actions so that any takeover, anti-takeover, moratorium, “fair price,” “control share” or other similar anti-takeover Law or the restrictions contained in Section 203 of the DGCL applicable to a “business combination” (as defined in such Section 203) do not, and will not, apply to the execution, delivery or performance of this Agreement or the consummation of the Merger or the other transactions contemplated by this Agreement. To the knowledge of the Company, no other state takeover statute is applicable to this Agreement, the Merger or the other transactions contemplated by this Agreement.
(b) The Company has amended the Rights Agreement so that neither the execution, delivery or performance of this Agreement nor the consummation of the transactions contemplated hereby will cause the Rights (as defined therein) to become exercisable, and in particular, (i) Parent and Merger Sub are each exempt from the definition of “Acquiring Person” contained in the Rights Agreement, (ii) a “Shares Acquisition Date” or a “Distribution Date” (as such terms are defined in the Rights Agreement) will not occur, in each case of clauses (i) and (ii), as a result of the execution or delivery of this Agreement, the consummation of the Merger and the other transactions contemplated by this Agreement and (iii) the Rights Agreement will terminate and the Rights will expire immediately prior to the Effective Time.
State Takeover Laws; Rights Agreement. (a) The Board of Directors of Mercantile Bankshares has unanimously approved this Agreement and the transactions contemplated hereby as required to render inapplicable to such agreements and transactions Sections 3-601 to 3-604 and 3-701 to 3-709 of the MGCL and, to the knowledge of Mercantile Bankshares, any similar "moratorium," "control share," "fair price," "takeover" or "interested stockholder" law (any such laws, "TAKEOVER STATUTES").
(b) Mercantile Bankshares has taken all action necessary or appropriate so that the entering into of this Agreement, and the consummation of the transactions contemplated hereby (individually or in conjunction with any other event) do not and will not result in the ability of any Person to exercise any rights under the Mercantile Bankshares Rights Agreement or enable or require such rights to separate from the shares of Mercantile Bankshares Common Stock to which they are attached or to be triggered or become exercisable or unredeemable. No "Separation Time" or "Stock Acquisition Date" (as such terms are defined in the Mercantile Bankshares Rights Agreement) has occurred. Mercantile Bankshares has duly adopted an amendment to the Mercantile Bankshares Rights Agreement in the form previously provided to PNC.
State Takeover Laws; Rights Agreement. (a) The Board of Directors of the Company and, in accordance with Section 302A.673 of the MBCA, the required committee of such Board of Directors have approved the transactions contemplated by this Agreement, the Agreements to Facilitate
(b) The Company has taken all action and completed all amendments, if any, necessary or appropriate so that (i) the Rights Agreement dated as of June 26, 1996, as amended, between the Company and Northwest Bank Minnesota, N.A. (the "Company Rights Agreement"), is inapplicable to the transactions contemplated by the Agreements to Facilitate Merger, the Stock Option Agreement and this Agreement, (ii) the execution of this Agreement, the Stock Option Agreement, and the Agreements to Facilitate Merger, and the consummation of the transactions contemplated hereby and thereby, do not and will not result in the ability of any person to exercise any Rights under the Company Rights Agreement or enable or require the Rights to separate from the shares of Company Common Stock to which they are attached or to be triggered or become exercisable, or otherwise result in the occurrence of a "Distribution Date" or "Stock Acquisition Date" (as such terms are defined in the Company Rights Agreement), and (iii) immediately prior to the Effective Time, the Rights under the Company Rights Agreement shall, without any payment by the Company or Parent, expire with neither the Company nor Parent having any obligations under, and no holder of Rights having any rights under, the Rights or the Company Rights Agreement.
State Takeover Laws; Rights Agreement. (a) The Board of Directors of Company, at a meeting duly called and held, at which a quorum was present, has unanimously (the "Company Board Recommendation")
(i) determined that this Agreement and the transactions contemplated hereby, including the Offer and the Merger, are advisable and fair to and in the best interests of the holders of shares of Company Common Stock, (ii) duly approved and adopted this Agreement and approved the transactions contemplated hereby, including the Merger and the Offer, in each case prior to the execution of such agreement (such approvals being sufficient to render the restrictions of Section 203 of the DGCL inapplicable to this Agreement, the Offer and the Merger and the transactions contemplated hereby and thereby) and (iii) resolved to recommend that the holders of shares of Company Common Stock accept the Offer, tender their shares of Company Common Stock pursuant thereto and vote to approve and adopt this Agreement (to the extent required by applicable law) provided that, subject to Section 6.8 hereof, the Board of Directors of the Company may withdraw, modify or amend such recommendation consistent with Section 6.8(g) hereof.
(b) The Board of Directors of Company, at a meeting duly called and held in connection with its authorization and approval noted above has taken all action necessary to render the rights issued pursuant to the Rights Agreement inapplicable to this Agreement, the Offer, the Merger and the transactions contemplated thereby.
State Takeover Laws; Rights Agreement. (a) No “business combination,” “fair price,” “affiliate transaction,” “moratorium,” “control share,” “takeover” or “interested shareholder” Law or other similar anti-takeover statue or regulation (collectively, the “Takeover Laws”) is applicable to this Agreement or the transactions contemplated hereby.
(b) Neither Valley nor any of its Subsidiaries has any shareholder rights plan, “poison pill” or similar plan or arrangement in effect.
