Common use of State Takeover Laws Clause in Contracts

State Takeover Laws. The Board of Directors of Company has unanimously approved this Agreement and the transactions contemplated hereby as required to render inapplicable to this Agreement and such transactions the restrictions on “business combinations” set forth in Section 203 of the DGCL or any other “moratorium,” “control share,” “fair price,” “takeover” or “interested stockholder” law (any such laws, “Takeover Statutes”).

Appears in 8 contracts

Samples: Merger Agreement (Bank of America Corp /De/), Merger Agreement (Countrywide Financial Corp), Merger Agreement (Merrill Lynch & Co Inc)

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State Takeover Laws. The Board of Directors of the Company has unanimously approved this Agreement and the transactions contemplated hereby as required to render inapplicable to this Agreement such agreements and such transactions the restrictions on “business combinations” set forth in Section 203 of the DGCL or any other “moratorium,” “control shareshare acquisition,” “fair price,” “takeoverbusiness combination” or “interested stockholder” other anti-takeover law (any such laws, “Takeover Statutes”).

Appears in 6 contracts

Samples: Merger Agreement (People's United Financial, Inc.), Merger Agreement (People's United Financial, Inc.), Agreement and Plan of Merger (People's United Financial, Inc.)

State Takeover Laws. The Company Board of Directors of Company has unanimously approved this Agreement and the transactions contemplated hereby as required to render inapplicable to this Agreement and such the transactions contemplated hereby, the restrictions on “business combinations” set forth in Section 203 of the DGCL or any other and, to the knowledge of the Company, similar “moratorium,” “control share,” “fair price,” “takeover” or “interested stockholder” law (any such laws, “Takeover Statutes”).

Appears in 4 contracts

Samples: Transaction Agreement (Banco Bilbao Vizcaya Argentaria, S.A.), Transaction Agreement (Banco Bilbao Vizcaya Argentaria, S.A.), Transaction Agreement (Compass Bancshares Inc)

State Takeover Laws. The Board of Directors of the Company has unanimously approved this Agreement and the transactions contemplated hereby as required to render inapplicable to this Agreement and such transactions the restrictions on “business combinations” set forth in Section 203 of the DGCL or any other applicable “moratorium,” “control share,” “fair price,” “takeover” or “interested stockholder” law (under any such lawsforeign, “Takeover Statutes”)state or local law.

Appears in 3 contracts

Samples: Merger Agreement (Biocryst Pharmaceuticals Inc), Merger Agreement (Vought Aircraft Industries Inc), Merger Agreement (Triumph Group Inc)

State Takeover Laws. The Board Boards of Directors of Company has unanimously and Company Sub have approved this Agreement and the transactions contemplated hereby as required hereby, and have taken such other actions, and such actions are sufficient, to render inapplicable to the Voting and Support Agreements, this Agreement and such the transactions contemplated thereby and hereby, including, without limitation, the restrictions on “business combinations” set forth in Section 203 of the DGCL or Merger, all applicable state takeover statutes and any other “moratorium,” “control share,” similar “fair price,” “takeover” or “interested stockholder” law (any such lawslaw, “Takeover Statutes”)including Section 203 of the DGCL.

Appears in 3 contracts

Samples: Merger Agreement (Cohesant Technologies Inc), Merger Agreement (Graco Inc), Merger Agreement (CIPAR Inc.)

State Takeover Laws. The Board of Directors of the Company has unanimously approved this Agreement and the transactions contemplated hereby as required to render inapplicable to this Agreement such agreements and such transactions the restrictions on “business combinations” set forth in Section 203 of the DGCL or and any other similar “moratorium,” “control share,” “fair price,” “takeover” or “interested stockholder” law (any such laws, “Takeover Statutes”).

Appears in 3 contracts

Samples: Merger Agreement (Sterling Bancorp), Merger Agreement (New York Community Bancorp Inc), Merger Agreement (Astoria Financial Corp)

State Takeover Laws. The Board of Directors of Company has unanimously approved this Agreement and the transactions contemplated hereby by at least a two-thirds vote and as required to render inapplicable to this Agreement such agreement and such transactions any applicable provisions of any takeover Laws under the restrictions on “business combinations” set forth in Section 203 of the DGCL or OGCL, including any other “moratorium,” “control share,” “fair pricetakeover,” “takeoveraffiliated transaction,or “interested stockholder” law or similar provisions under the OGCL or the Company Articles (any such lawscollectively, the “Takeover StatutesLaws”). No “fair price” Law is applicable to this Agreement and the transactions contemplated hereby.

Appears in 3 contracts

Samples: Merger Agreement (Farmers National Banc Corp /Oh/), Merger Agreement (Farmers National Banc Corp /Oh/), Merger Agreement (Farmers National Banc Corp /Oh/)

State Takeover Laws. The Board of Directors of Company has unanimously approved this Agreement and the transactions contemplated hereby as required to render inapplicable to this Agreement and such transactions the restrictions on "business combinations" set forth in Section 203 of the DGCL or any other "moratorium,” “" "control share,” “" "fair price,” “" "takeover" or "interested stockholder" law (any such laws, "Takeover Statutes").

Appears in 3 contracts

Samples: Merger Agreement, Merger Agreement, Merger Agreement (Bear Stearns Companies Inc)

State Takeover Laws. The Board of Directors of the Company has unanimously approved the transactions contemplated by this Agreement, such that the provisions of Section 203 (entitled "Business Combinations with Interested Shareholders") of the DGCL will not apply to this Agreement and or the Agreements to Facilitate Merger or the Stock Option Agreement or any of the transactions contemplated hereby as required to render inapplicable to this Agreement and such transactions the restrictions on “business combinations” set forth in Section 203 of the DGCL or any other “moratorium,” “control share,” “fair price,” “takeover” or “interested stockholder” law (any such laws, “Takeover Statutes”)thereby.

Appears in 2 contracts

Samples: Merger Agreement (Medtronic Inc), Merger Agreement (Xomed Surgical Products Inc)

State Takeover Laws. The Board of Directors of Company has unanimously approved this Agreement and the transactions contemplated hereby as required to render inapplicable to this Agreement such agreement and such transactions the restrictions on “business combinations” set forth in any applicable provisions of any takeover Laws of any jurisdiction, including Section 203 of the DGCL or and any other “moratorium,” “control share,” “fair pricetakeover,” “takeoveraffiliated transaction,or “interested stockholder” law or similar provisions under Law or the Company Certificate (any such lawscollectively, the “Takeover StatutesLaws”). No “fair price” Law is applicable to this Agreement and the transactions contemplated hereby.

Appears in 2 contracts

Samples: Merger Agreement (Huntington Bancshares Inc/Md), Merger Agreement (Camco Financial Corp)

State Takeover Laws. The Board of Directors of Company has unanimously approved this Agreement and the transactions contemplated hereby as required hereby, and taken such other actions, and such actions are sufficient, to render inapplicable to this Agreement and such the transactions contemplated hereby, including, without limitation, the restrictions on “business combinations” set forth in Section 203 of the DGCL or Merger, all applicable state takeover statutes and any other “moratorium,” “control share,” similar “fair price,” ”, “takeover” or “interested stockholder” law (any such lawslaw, “Takeover Statutes”)including Section 203 of the DGCL.

Appears in 2 contracts

Samples: Merger Agreement (Glaxosmithkline PLC), Merger Agreement (CNS Inc /De/)

State Takeover Laws. The Board approval of Directors of Company has unanimously approved this Agreement and the transactions contemplated hereby as required to render inapplicable to this Agreement and such transactions by the Board of Directors of the Company are sufficient so that neither the restrictions on "business combinations" set forth in Section 203 203(a) of DGCL nor the DGCL or provisions of any other “moratorium,” “control share,” “"fair price,” “takeover” " "moratorium," "control share acquisition," or “interested stockholder” law (other similar anti-takeover statute or regulation nor the provisions of any such laws, “Takeover Statutes”)applicable anti-takeover provisions in the Certificate of Incorporation or Bylaws of the Company will apply to this Agreement or any of the transactions contemplated by this Agreement.

Appears in 2 contracts

Samples: Merger Agreement (Media Arts Group Inc), Merger Agreement (Media Arts Group Inc)

State Takeover Laws. The Company Board of Directors of Company has unanimously approved this Agreement and the transactions contemplated hereby as required to render inapplicable to this Agreement and such transactions the restrictions on “business combinations” set forth in Section 203 of the DGCL or any other “moratorium,” “control share,” “fair price,” “takeover” or “interested stockholder” law (any such laws, “Takeover Statutes”).

Appears in 2 contracts

Samples: Merger Agreement (Prospect Capital Corp), Merger Agreement (Patriot Capital Funding, Inc.)

State Takeover Laws. The Board of Directors of Company has unanimously approved this Agreement and the transactions contemplated hereby as required to render inapplicable to this Agreement and such transactions the restrictions on “business combinations” set forth in Section 203 of the DGCL or any other “moratorium,” “control share,” “fair price,” “takeover” or “interested stockholder” law (any such laws, “Takeover Statutes”).

Appears in 2 contracts

Samples: Merger Agreement (PNC Financial Services Group Inc), Merger Agreement (National City Corp)

State Takeover Laws. The Board of Directors of the Company has unanimously approved this Agreement and the transactions contemplated hereby as required to render inapplicable to this Agreement such agreements and such transactions the restrictions on “business combinations” set forth in Section 203 §48-103 of the DGCL or TBCA and any other similar “moratorium,” “control share,” “fair price,” “takeover” or “interested stockholdershareholder” law (any such laws, “Takeover Statutes”).

Appears in 2 contracts

Samples: Merger Agreement (Franklin Financial Network Inc.), Merger Agreement (FB Financial Corp)

State Takeover Laws. The Board of Directors of the Company has unanimously approved this Agreement and the transactions contemplated hereby as required to render inapplicable to this Agreement such agreements and such transactions the restrictions on “business combinations” set forth in Section 203 § 48-103 of the DGCL or TBCA and any other similar “moratorium,” “control share,” “fair price,” “takeover” or “interested stockholdershareholder” law (any such laws, “Takeover Statutes”).

Appears in 2 contracts

Samples: Merger Agreement (CapStar Financial Holdings, Inc.), Merger Agreement (Old National Bancorp /In/)

State Takeover Laws. The Board of Directors of the Company has unanimously approved this Agreement and the transactions contemplated hereby as required to render inapplicable to this Agreement such agreements and such transactions the restrictions on “business combinations” set forth in Section 203 of the DGCL or and any other similar “moratorium,” “control share,” “fair price,” “takeover” or “interested stockholder” law of any other jurisdiction (any such laws, “Takeover Statutes”).

Appears in 2 contracts

Samples: Merger Agreement (FCB Financial Holdings, Inc.), Merger Agreement (Synovus Financial Corp)

State Takeover Laws. The Board of Directors of the Company has unanimously approved this Agreement and the transactions contemplated hereby as required to render inapplicable to this Agreement and such the transactions the restrictions on “business combinations” set forth in contemplated hereby any applicable provisions of Section 203 of the DGCL or and any other takeover laws of any state, including any “moratorium,” “control share,” “fair price,” “takeover” or “interested stockholder” law (any such laws, “Takeover Statutes”).

Appears in 2 contracts

Samples: Merger Agreement (Keycorp /New/), Merger Agreement (First Niagara Financial Group Inc)

State Takeover Laws. The Board of Directors of the Company has unanimously approved this Agreement Agreement, the Merger and the transactions contemplated hereby other Transactions as required to render inapplicable to this Agreement Agreement, the Merger and such transactions other Transactions the restrictions on “business combinations” set forth in Section 203 of the DGCL or any other “moratorium,” “control share,” “fair price,” “takeover” or “interested stockholder” law Law, including Subtitles 6 and 7 of Title 3 of the MGCL (any such laws, “Takeover Statutes”).

Appears in 2 contracts

Samples: Merger Agreement (Ares Capital Corp), Merger Agreement (Allied Capital Corp)

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State Takeover Laws. The Company Board of Directors of Company has unanimously approved this Agreement and the transactions contemplated hereby as required to render inapplicable to this Agreement such agreement and such transactions the restrictions on “business combinations” set forth in DGCL Section 203 of the DGCL or and any other “moratorium,” “control share,” “fair price,” similar “takeover” or “interested stockholder” law Law (any such lawsLaws, “Takeover Statutes”).

Appears in 2 contracts

Samples: Merger Agreement (Exult Inc), Merger Agreement (Hewitt Associates Inc)

State Takeover Laws. The Board of Directors of Company Investors Financial has unanimously approved this Agreement and the transactions contemplated hereby as required to render inapplicable to this Agreement such agreements and such transactions the restrictions on “business combinations” set forth in Section 203 relevant provisions of the DGCL or and, to the knowledge of Investors Financial, any other similar “moratorium,” “control share,” “fair price,” “takeover” or “interested stockholder” law (any such laws, “Takeover Statutes”).

Appears in 1 contract

Samples: Merger Agreement (State Street Corp)

State Takeover Laws. The Company Board of Directors of Company has unanimously approved this Agreement and the transactions contemplated hereby as required to render inapplicable to this Agreement and such transactions the restrictions on “business combinations” set forth in Section 203 of the DGCL or any other “moratorium,” “control share,” “fair price,” “takeover” or “interested stockholdershareholderlaw (any such laws, “Takeover Statutes”)Law.

Appears in 1 contract

Samples: Merger Agreement (Otsego Shares, LLC)

State Takeover Laws. The Board of Directors of the Company has unanimously approved this Agreement and the transactions contemplated hereby as required to render inapplicable to this Agreement and such the transactions the restrictions on “business combinations” set forth in contemplated hereby Section 203 of the DGCL or and any other takeover Laws of any state, including any “moratorium,” “control share,” “fair price,” “takeover” or “interested stockholder” law Law (any such lawsLaws, “Takeover Statutes”).

Appears in 1 contract

Samples: Merger Agreement (EverBank Financial Corp)

State Takeover Laws. The Board of Directors of the Company has unanimously approved this Agreement and the transactions contemplated hereby as required to render inapplicable to this Agreement such agreements and such transactions the restrictions on “business combinations” set forth in Section 203 of the DGCL or and any other “similar "moratorium,” “" "control share,” “" "fair price,” “" "takeover" or "interested stockholder" law (any such laws, "Takeover Statutes").

Appears in 1 contract

Samples: Merger Agreement (Astoria Financial Corp)

State Takeover Laws. The Board of Directors of the Company has unanimously approved this Agreement and the transactions contemplated hereby as required to render inapplicable to this Agreement and such the transactions the restrictions on “business combinations” set forth in Section 203 of the DGCL or contemplated hereby any other “moratorium,” “control share,” “fair price,” “takeover” or “interested stockholdershareholder” law (any such laws, “Takeover StatutesStatutes ”).

Appears in 1 contract

Samples: Merger Agreement (Chittenden Corp /Vt/)

State Takeover Laws. The Board of Directors of Company Prosperity has unanimously approved this Agreement and the transactions contemplated hereby as required to render inapplicable to this Agreement and such transactions the restrictions on “business combinations” set forth in Section 203 of the DGCL or any other applicable “moratorium,” “control share,” “fair price,” “takeover” or “interested stockholdershareholderlaw (any such laws, “Takeover Statutes”)law.

Appears in 1 contract

Samples: Merger Agreement (Ameris Bancorp)

State Takeover Laws. The Board of Directors of Company Commercial Bancshares has unanimously approved this Agreement and the transactions contemplated hereby as required to render inapplicable to this Agreement and such the transactions contemplated hereby, including the restrictions on voting agreement attached hereto as Exhibit B (the business combinations” set forth in Section 203 Voting Agreement”), any applicable provisions of the DGCL or takeover laws of any other state, including any “moratorium,” “control share,” “fair price,” “takeover” or “interested stockholdershareholder” law (any such laws, “Takeover Statutes”).

Appears in 1 contract

Samples: Merger Agreement (Commercial Bancshares Inc \Oh\)

State Takeover Laws. The Company Board of Directors of Company has unanimously approved this Agreement and the transactions contemplated hereby as required to render inapplicable to this Agreement such agreement and such transactions the restrictions on “business combinations” set forth in DGCL Section 203 of the DGCL and any similar "takeover" or any other “moratorium,” “control share,” “fair price,” “takeover” or “"interested stockholder” law " Law (any such lawsLaws, "Takeover Statutes").

Appears in 1 contract

Samples: Merger Agreement (Hewitt Associates Inc)

State Takeover Laws. The Board board of Directors directors of the Company has unanimously approved this Agreement and the transactions contemplated hereby as required to render inapplicable to this Agreement and such transactions the restrictions on “business combinations” set forth in Section 203 of the DGCL or any other applicable “moratorium,” “control share,” “fair price,” “takeover” or “interested stockholdershareholderlaw (any such laws, “Takeover Statutes”)law.

Appears in 1 contract

Samples: Stock Purchase Agreement (Ameris Bancorp)

State Takeover Laws. The Board of Directors of the Company has unanimously approved this Agreement and the transactions contemplated hereby as required to render inapplicable to this Agreement and such transactions the restrictions on “business combinations” set forth in Section 203 of the DGCL or any other “moratorium,” “control share,” “fair price,” “takeover” or “interested stockholder” law (any such lawslaw, “Takeover Statutes”)including, without limitation, Section 203 of the DGCL.

Appears in 1 contract

Samples: Merger Agreement (Phazar Corp)

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