Common use of State Takeover Laws Clause in Contracts

State Takeover Laws. If any “control share acquisition,” “fair price,” “business combination” or other anti-takeover Laws becomes or is deemed to be applicable to the Company, Parent, Merger Sub or the Merger, including the acquisition of Shares pursuant thereto or any other transaction contemplated by this Agreement, then the Company Board will take all action necessary to render such Law inapplicable to the foregoing.

State Takeover Laws. If any “control share acquisition,” “fair price,” “business combination” or other anti-takeover laws or regulations enacted under state or federal Laws becomes or is deemed to be become applicable to the Company, Parent, the Merger Sub or the Merger, including the acquisition of Shares pursuant thereto or any other transaction contemplated by this AgreementTransaction, then the Company Board will take all action necessary of Directors shall use its reasonable best efforts to render such Law statute (or the relevant provisions thereof) inapplicable to the foregoing.

State Takeover Laws. If any “control share acquisition,” “fair price,” “business combination” or other anti-takeover Laws becomes or is deemed to be applicable to the Company, Parent, Merger Sub Sub, Offer or the Merger, including the acquisition of Shares pursuant thereto thereto, the Support Agreements or any other transaction contemplated by this Agreement, then the Company Board will take all action necessary to render such Law inapplicable to the foregoing.

State Takeover Laws. If any “control share acquisition,” ”, “fair price,” ”, “business combination” or other anti-takeover Laws becomes or is deemed to be applicable to the Company, Parent, Merger Sub Parent or the MergerPurchaser, the Offer, the Merger or the Top-Up Option, including the acquisition of Common Shares pursuant thereto thereto, or the Support Agreements or any other transaction contemplated by this Agreement, then the Company Board will shall take all action necessary to render such Law inapplicable to the foregoing.

State Takeover Laws. If any “control share acquisition,” ”, “fair price,” “business combination” or other anti-takeover Laws laws or regulations enacted under state or federal laws becomes or is deemed to be become applicable to the Company, Parentthe Offer, Merger Sub or the Merger, including the acquisition of Shares pursuant thereto to the Offer, the Merger or any other transaction contemplated by this AgreementTransaction, then the Company Board will of Directors shall take all action necessary to render such Law statute inapplicable to the foregoing.

State Takeover Laws. If any “control share acquisition,” “fair price,” “business combination” or other anti-takeover Laws becomes or is deemed to be applicable to the Company, Parent, Merger Sub or the Merger, including the acquisition of Shares pursuant thereto thereto, the Support Agreement or any other transaction contemplated by this Agreement, then the Company Board will will, as promptly as practicable, take all action necessary to render such Law inapplicable to the foregoing.

State Takeover Laws. If any “control share acquisition,” ”, “fair price,” “business combination” or other anti-takeover Laws enacted under state or federal Laws becomes or is deemed to be become applicable to the Company, Parent, Merger Sub Company or the Merger, including the acquisition of Shares pursuant thereto or any other transaction contemplated by this Agreement, then the Company Board will of Directors shall take all action necessary to render eliminate or minimize the effects of such Law inapplicable to status or regulations on the foregoingMerger.

State Takeover Laws. If any “control share acquisition,” “fair price,” “business combination” or other anti-takeover Laws Takeover Statute becomes or is deemed to be applicable to the Company, Parent, Merger Sub the Purchaser or any Affiliate of Parent, the execution, delivery or performance of this Agreement, the Offer or the Merger, including the acquisition of Shares pursuant thereto thereto, the Tender Agreements or any other transaction contemplated by this Agreement, then the Company Board will shall take all action necessary to render such Law inapplicable to the foregoing.

State Takeover Laws. If any “control share acquisition,” “fair price,” “business combination” or other anti-takeover Laws Takeover Law becomes or is deemed to be applicable to the Company, Parent, Merger Sub or Sub, the Merger, including by reason of the acquisition of Shares pursuant thereto or any other transaction contemplated to be consummated by the Parties pursuant to this Agreement or the Voting Agreement, then the Company Board will shall take all action necessary to render such Law inapplicable to the foregoing.

State Takeover Laws. If any “control share acquisition,” “fair price,” “business combination” or other anti-takeover Laws Takeover Statute becomes or is deemed to be applicable to the Company, Parent, Merger Sub the Purchaser or any Affiliate of Parent, the execution, delivery or performance of this Agreement, the Offer or the Merger, including the acquisition of Shares pursuant thereto thereto, or any other transaction contemplated by this Agreement, then the Company Board will shall take all action necessary to render such Law inapplicable to the foregoing.

State Takeover Laws. If any “control share acquisition,” ”, “fair price,” ”, “business combination” or other anti-takeover Laws Law becomes or is deemed to be applicable to the Company, ParentParent or Merger Sub, Merger Sub the Offer, or the Merger, including the acquisition of Shares pursuant thereto thereto, or any other transaction contemplated by this Agreement, then the Company Board will shall take all action necessary to render such Law inapplicable to the foregoing.

State Takeover Laws. If The Company Board shall take all action reasonably necessary to render any “control share acquisition,” ”, “fair price,” ”, “business combination” or other anti-takeover Laws Law that becomes or is deemed to be applicable to the Company, ParentParent or Merger Sub, the Merger Sub or the Merger, including the acquisition of Shares pursuant thereto or any other transaction contemplated by this AgreementTransaction, then the Company Board will take all action necessary to render such Law inapplicable to the foregoing.

State Takeover Laws. If any “control share acquisition,” “fair price,” “business combination” or other anti-takeover Laws laws or regulations enacted under state or federal laws becomes or is deemed to be become applicable to the Company, Parent, Merger Sub or the Merger, including the acquisition of Shares pursuant thereto Voting Agreements or any other transaction contemplated by this Agreementhereby, then the Company Board will shall take all action necessary to render such Law statute inapplicable to the foregoing.

State Takeover Laws. If any “control share acquisition,” “fair price,” “business combination” or other anti-takeover Laws enacted under state or federal Laws becomes or is deemed to be become applicable to the Company, Parentthe Offer, Merger Sub or the Merger, including the acquisition of Shares pursuant thereto to the Offer, the Merger or any other transaction contemplated by this AgreementTransaction, then the Company Board will of Directors shall take all action necessary to render such Law statute inapplicable to the foregoing.

State Takeover Laws. If any “control share acquisition,” “fair price,” “business combination” or other anti-takeover Laws or regulations enacted under state or federal Laws becomes or is deemed to be become applicable to the Company, the Merger or any other Transaction, then the Company, Parent, Merger Sub or Sub, and the Merger, including the acquisition members of Shares pursuant thereto or any other transaction contemplated by this Agreement, then the Company Board will their respective boards of directors shall take all action reasonably necessary and appropriate to render such Law statute inapplicable to the foregoing.

State Takeover Laws. If any “control share acquisition,” “fair price,” “business combination” or other anti-takeover Laws Takeover Statute becomes or is deemed to be applicable to the Company, ParentParent or the Purchaser, Merger Sub the execution, delivery or performance of this Agreement, the Merger, including the acquisition of Shares pursuant thereto thereto, or any other transaction contemplated by this Agreement, then the Company Board will shall take all action necessary to render such Law inapplicable to the foregoing.

State Takeover Laws. If any “control share acquisition,” “fair price,” “business combination” or other anti-takeover Laws Takeover Statute becomes or is deemed to be applicable to the Company, Parent, Merger Sub Parent or the MergerPurchaser, the execution, delivery or performance of this Agreement, the Offer, the Merger or the Top-Up Option, including the acquisition of Shares pursuant thereto thereto, the Tender Agreements or any other transaction contemplated by this Agreement, then the Company Board will shall take all action necessary to render such Law inapplicable to the foregoing.

State Takeover Laws. If any “control share acquisition,” ”, “fair price,” ”, “business combination” or other anti-takeover Laws becomes or is deemed to be applicable to the Company, Parent, Merger Sub Parent or the MergerPurchaser, including the acquisition of Shares pursuant thereto Merger or the Support Agreements or any other transaction contemplated by this Agreement, then the Company Board will shall take all action necessary to render such Law inapplicable to the foregoing.

State Takeover Laws. If any “control share acquisition,” ”, “fair price,” “business combination” or other anti-takeover Laws laws or regulations enacted under state or federal laws becomes or is deemed to be become applicable to the Company, Parentthe Offer, Merger Sub or the Merger, including the acquisition of Shares pursuant thereto to the Offer, the Merger, the Support Agreements or any other transaction contemplated by this AgreementTransaction, then the Company Board will of Directors shall take all action necessary to render such Law statute inapplicable to the foregoing.

State Takeover Laws. If any “control share acquisition,” ”, “fair price,” “business combination” or other anti-takeover Laws enacted under state or federal Laws becomes or is deemed to be become applicable to the Company, Parentthe Offer, Merger Sub or the Merger, including the acquisition of Shares pursuant thereto to the Offer, the Merger or any other transaction contemplated by this AgreementTransaction, then the Company Board will of Directors shall take all action necessary to render eliminate or minimize the effects of such Law inapplicable to status or regulations on the foregoingOffer, the Merger or the Transactions.

State Takeover Laws. If any “"control share acquisition,” “", "fair price,” “business combination” " or other anti-takeover Laws laws or regulations enacted under state or federal laws becomes or is deemed to be become applicable to the Company, Parentthe Offer, Merger Sub or the Merger, including the acquisition of Shares pursuant thereto to the Offer, the Top-Up Option, the Merger, the Support Agreements or any other transaction contemplated by this AgreementTransaction, then the Company Board will of Directors shall take all action necessary to render such Law statute inapplicable to the foregoing.

State Takeover Laws. If any “control share acquisition,” ”, “fair price,” ”, “business combination” or other anti-takeover Laws becomes or is deemed to be applicable to the Company, Parent, Merger Sub Parent or the MergerPurchaser, the Offer, the Merger or the Top-Up Option, including the acquisition of Shares pursuant thereto thereto, or the Support Agreements or any other transaction contemplated by this Agreement, then the Company Board will shall take all action necessary to render such Law inapplicable to the foregoing.

State Takeover Laws. If any “control share acquisition,” “fair price,” “business combination” or other anti-takeover Laws Takeover Law becomes or is deemed to be applicable to the Company, Parent, Merger Sub or Sub, the Merger, including by reason of the acquisition of Shares pursuant thereto thereto, the Voting Agreement or any other transaction contemplated to be consummated by the parties pursuant to this Agreement, then the Company Board will shall take all action necessary to render such Law inapplicable to the foregoing.

State Takeover Laws. If The Company Board shall take all action reasonably necessary to render any “control share acquisition,” “fair price,” “business combination” or other anti-takeover Laws Law that becomes or is deemed to be applicable to the Company, ParentParent or Purchaser, the Offer, the Merger Sub or the MergerTop-Up Option, including the acquisition of Shares pursuant thereto or any other transaction contemplated by this Agreement, then the Company Board will take all action necessary to render such Law inapplicable to the foregoing. Nothing in this Agreement shall be deemed to prohibit the Company from complying with its obligations under Section 220 of the DGCL.

State Takeover Laws. If any “fair price,” “moratorium,” “control share acquisition,” “fair price,” “business combination” or other similar anti-takeover Laws statute or regulation enacted under state or federal laws in the United States becomes or is deemed to be applicable to the Company, Parent, Sub, the Merger Sub or the Merger, including the acquisition of Shares pursuant thereto Voting Agreement or any other transaction contemplated by this Agreement, then the Company Board will of Directors shall take all action necessary to render such Law inapplicable to the foregoing.

State Takeover Laws. If any “control share acquisition,” ”, “fair price,” “business combination” or other anti-takeover Laws laws or regulations enacted under state or federal laws becomes or is deemed to be become applicable to the Company, Parentthe Offer, Merger Sub or the Merger, including the acquisition of Shares pursuant thereto to the Offer, the Merger, the Stockholder Agreements or any other transaction contemplated by this AgreementTransaction, then the Company Board will of Directors shall take all action necessary to render such Law statute inapplicable to the foregoing.

State Takeover Laws. If any “control share acquisition,” “fair price,” “business combination” or other anti-takeover Laws Takeover Law becomes or is deemed to be applicable to the Company, Parent, Merger Sub or Sub, the Merger, including by reason of the acquisition of Shares pursuant thereto thereto, or any other transaction contemplated by this AgreementTransaction, then the Company Board will shall take all action necessary to render such Law inapplicable to the foregoing.

State Takeover Laws. If any “"control share acquisition,” “", "fair price,” “business combination” " or other anti-takeover Laws laws or regulations enacted under state or federal Legal Requirements becomes or is deemed to be become applicable to the Company, Parent, Merger Sub or the Merger, including the acquisition of Shares pursuant thereto Investment or any other transaction contemplated by this Agreement, then the Company Board will of Directors shall take all action necessary to render such Law statute inapplicable to the foregoing.

State Takeover Laws. If any “control share acquisition,” “fair price,” “business combination” or other anti-takeover Laws Law becomes or is deemed to be applicable to the Company, ParentParent or Merger Sub, Merger Sub or the Merger, including the acquisition of Shares pursuant thereto thereto, or any other transaction contemplated by this Agreement, then the Company Board will shall take all action necessary to render such Law inapplicable to the foregoing.

State Takeover Laws. If any “control share acquisition,” “fair price,” “business combination” or other anti-takeover Laws Takeover Law becomes or is deemed to be applicable to the Company, Parent, Merger Sub or Sub, the Merger, including by reason of the acquisition of Shares pursuant thereto or any other transaction contemplated to be consummated by the Parties pursuant to this Agreement, then the Company Board will shall take all action necessary to render such Law inapplicable to the foregoing.

State Takeover Laws. If any “control share acquisition,” ”, “fair price,” ”, “business combination” or other anti-takeover Laws becomes or is deemed to be applicable to the Company, Parent, Merger Sub Parent or the MergerPurchaser, the Offer, the Merger or the Top-Up Option, including the acquisition of Shares pursuant thereto thereto, or the Related Agreements or any other transaction contemplated by this Agreement, then the Company Board will shall take all action necessary to render such Law inapplicable to the foregoing.

State Takeover Laws. If any “control share acquisition,” “fair price,” “business combination” or other anti-takeover Laws Takeover Law becomes or is deemed to be applicable to the Company, Parent, Merger Sub or the Merger, including by reason of the acquisition of Shares pursuant thereto thereto, or any other transaction contemplated to be consummated by the parties pursuant to this Agreement, then the Company Board will shall take all action necessary to render such Law inapplicable to the foregoing.

State Takeover Laws. If any “‘‘control share acquisition,” “’’, ‘‘fair price,” “’’, ‘‘business combination” ’’ or other anti-takeover Laws becomes or is deemed to be applicable to the Company, Parent, Parent or the Merger Sub or with respect to the Merger, including the acquisition of Shares pursuant thereto thereto, or the Support Agreements or any other transaction contemplated by this Agreement, then each of the Company Board will Company, Parent, the Merger Sub and their respective boards of directors shall take all action necessary to render such Law inapplicable to the foregoing.

State Takeover Laws. If any “control share acquisition,” “fair price,” “business combination” or other anti-takeover Laws becomes or is deemed to be applicable to the Company, Parent, Merger Sub or the Merger, including the acquisition of Shares pursuant thereto or any other transaction contemplated by this Agreement, then the Company Board will take all action necessary to render such Law inapplicable to the foregoing.. 5.11

State Takeover Laws. If any “control share acquisition,” ”, “fair price,” ”, “business combination” or other anti-takeover Laws Law becomes or is deemed to be applicable to the Company, Parent, the Purchaser, the Offer, the Merger Sub or the MergerTop-Up Option, including including, by reason of the acquisition of Shares pursuant thereto or any other transaction contemplated to be consummated by the parties pursuant to this Agreement, then the Company Board will shall take all action necessary to render such Law inapplicable to the foregoing.

State Takeover Laws. If any “control share acquisition,” “fair price,” “business combination” or other anti-takeover Laws or regulations enacted under state or federal Laws becomes or is deemed to be become applicable to the Company, the Merger or any other Transaction, then the Company, Parent, Merger Sub or Sub, and the Merger, including the acquisition members of Shares pursuant thereto or any other transaction contemplated by this Agreement, then the Company Board will their respective boards of directors shall take all action reasonably necessary and appropriate to render such Law statute inapplicable to the foregoing.

State Takeover Laws. If any “"control share acquisition,” “" "fair price,” “" "business combination” " or other anti-takeover Laws becomes or is deemed to be applicable to the Company, Parent, Merger Sub or the Merger, including the acquisition of Shares pursuant thereto this Agreement or any other transaction contemplated by this Agreement, then Parent, the Company Board will and their respective boards of directors or managers, as applicable, shall take all reasonable action necessary to render such Law inapplicable to so that the foregoing.Offer, the

State Takeover Laws. If any “control share acquisition,” “fair price,” “business combination” or other anti-takeover Laws Takeover Law becomes or is deemed to be applicable to the Company, Parent, Merger Sub or Sub, the Merger, including by reason of the acquisition of Shares pursuant thereto or any other transaction contemplated to be consummated by the parties pursuant to this Agreement, then the Company Board will shall take all action necessary to render such Law inapplicable to the foregoing.

State Takeover Laws. If any “control share acquisition,” ”, “fair price,” ”, “business combination” or other anti-takeover Laws becomes or is deemed to be applicable to the Company, ParentParent or Merger Sub, Merger Sub or the Merger, including or the acquisition of Shares pursuant thereto Voting Agreement or any other transaction contemplated by this Agreement, then the Company Board will shall take all action necessary to render such Law inapplicable to the foregoing.

State Takeover Laws. If any “control share acquisition,” ”, “fair price,” ”, “business combination” or other anti-takeover Laws becomes or is deemed to be applicable to the Company, Parent, Parent or the Merger Sub or with respect to the Merger, including the acquisition of Shares pursuant thereto thereto, or the Support Agreements or any other transaction contemplated by this Agreement, then each of the Company Board will Company, Parent, the Merger Sub and their respective boards of directors shall take all action necessary to render such Law inapplicable to the foregoing.

State Takeover Laws. If any “control share acquisition,” “fair price,” “business combination” or other anti-takeover Laws Takeover Law becomes or is deemed to be applicable to the Company, Parent, Merger Sub or Subs, the Merger, including by reason of the acquisition of Shares shares of Company Common Stock pursuant thereto thereto, the Company Stockholder Voting Agreements or any other transaction contemplated to be consummated by the Parties pursuant to this Agreement, then the Company Board will shall take all action necessary to render such Law inapplicable to the foregoing.

State Takeover Laws. If any “control share acquisition,” “fair price,” “business combination” or other anti-takeover Laws becomes or is deemed to be applicable to the Company, Parent, Merger Sub or the Merger, including the acquisition of Shares pursuant thereto thereto, the Support Agreements or any other transaction contemplated by this Agreement, then the Company Board will take all action necessary to render such Law inapplicable to the foregoing.

State Takeover Laws. If any “Without limiting the foregoing, the Company and the Company Board shall (i) take all actions necessary to ensure that no "fair price," "control share acquisition,” “fair price,” “business combination” " "moratorium" or other anti-takeover Laws statute, or similar Law, is or becomes or is deemed to be applicable to the Company, Parent, Merger Sub or the Merger, including the acquisition of Shares pursuant thereto or any other transaction contemplated by this Agreement, then the Company Board will take all action necessary to render such Law inapplicable to the foregoing.applicable