State Takeover Laws. The Company shall, upon the request of the Purchaser, take all reasonable steps to assist in any challenge by the Purchaser to the validity or applicability to the transactions contemplated by this Agreement, including the Offer and the Merger, of any state takeover law.
Appears in 15 contracts
Samples: Merger Agreement (Danaher Corp /De/), Merger Agreement (Danaher Corp /De/), Merger Agreement (Sybron Dental Specialties Inc)
State Takeover Laws. The Company shall, upon the request of the PurchaserParent, take all reasonable steps to assist in any challenge by the Purchaser Parent to the validity or applicability to the transactions contemplated by this AgreementTransactions, including the Offer and the Merger, of any state takeover law.
Appears in 6 contracts
Samples: Acquisition Agreement (GMM Capital LLC), Acquisition Agreement (Goodys Family Clothing Inc /Tn), Acquisition Agreement (Prentice Capital Management, LP)
State Takeover Laws. The Company shall, upon the request of the Purchaser, take all reasonable steps to assist in any challenge by the Purchaser to the validity or applicability to the transactions contemplated by this Agreement, including the Offer and the Merger, and the Tender and Voting Agreement of any state takeover law. The Board of Directors of the Company shall not amend, modify or rescind the approval of any purchase of Shares in the Offer for purposes of Section 14A:10A-1 of the New Jersey Act.
Appears in 4 contracts
Samples: Merger Agreement (Yellow Corp), Merger Agreement (JPF Acquisition Corp), Merger Agreement (Jevic Transportation Inc)
State Takeover Laws. The Company shall, upon the request of the Purchaser, take all reasonable steps to assist in any challenge by the Purchaser to the validity or applicability to the transactions contemplated by this Agreement, including the Offer and the Merger, of any state takeover lawTakeover Law and to grant such additional approvals and take such additional actions as may be reasonably necessary so that the transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated hereby and otherwise act to eliminate or minimize the effects of such Takeover Law on the Merger and the other transactions contemplated hereby.
Appears in 3 contracts
Samples: Merger Agreement (Danaher Corp /De/), Merger Agreement (Tektronix Inc), Merger Agreement (Raven Acquisition Corp.)
State Takeover Laws. The Company shall, upon the request of the Purchaser, take all reasonable steps to assist in any challenge by the Purchaser to the validity or applicability to the transactions contemplated by this Agreement, including the Offer and the Merger, Merger and by the Stockholder Agreements of any state takeover law.
Appears in 2 contracts
Samples: Merger Agreement (BTR Acquisition Corp), Merger Agreement (Exide Electronics Group Inc)
State Takeover Laws. The Prior to the Effective Time, the Company shall, upon the request of the Purchaser, take all reasonable steps to assist in any challenge by the Purchaser to the validity or applicability of any state takeover Law to the transactions contemplated by this Agreement, including the Offer and the Merger, of any state takeover law.
Appears in 2 contracts
Samples: Merger Agreement (Metropolitan Life Insurance Co/Ny), Merger Agreement (Metropolitan Life Insurance Co/Ny)
State Takeover Laws. The Company shall, upon the request ------------------- of the Purchaser, take all commercially reasonable steps to assist in any challenge by the Purchaser to the validity or applicability to the transactions contemplated by this Agreement and the Option Agreement, including the Offer and the Merger, and the Shareholder Agreements, of any state takeover law.
Appears in 2 contracts
Samples: Merger Agreement (Compaq Interests Inc), Merger Agreement (Shopping Com)
State Takeover Laws. The Company shall, upon the request of the Purchaser, take all reasonable steps to assist in any challenge by the Purchaser to the validity or applicability to the transactions contemplated by this AgreementTransactions, including the Offer and the Merger, of any state takeover law or other similar law.
Appears in 2 contracts
Samples: Offer to Purchase (Pinault Printemps Redoute Sa Et Al), Merger Agreement (Pinault Printemps Redoute Sa Et Al)
State Takeover Laws. The Company shall, upon the request of the Purchaser, take all reasonable steps to assist in any challenge by the Purchaser to the validity or applicability to the transactions contemplated by this AgreementTransactions, including the Offer and the Merger, of any state takeover law.
Appears in 2 contracts
Samples: Merger Agreement (Interlake Corp), Merger Agreement (GKN North America Inc)
State Takeover Laws. The Company shall, upon the request of the Purchaser, take all reasonable steps to assist in any challenge by the Purchaser to the validity or applicability to the transactions contemplated by this Agreement, including the Offer and the MergerMerger and the Shareholder's Agreement, of any state or foreign takeover law.
Appears in 2 contracts
Samples: Merger Agreement (Rsa Acquisition Corp), Merger Agreement (American Safety Razor Co)
State Takeover Laws. The Company shall, upon the request of the Purchaser, take all reasonable steps to assist in any challenge by the Purchaser to the validity or applicability to the transactions contemplated by this Agreement and the Stock Option Agreement, including the Offer and the MergerMerger and by the Stockholder Agreements, of any state takeover law.
Appears in 2 contracts
Samples: Merger Agreement (Voith Sulzer Acquisition Corp), Merger Agreement (Impact Systems Inc /Ca/)
State Takeover Laws. The Company shall, upon the request of the Purchaser, take all commercially reasonable steps to assist in any challenge by the Purchaser to the validity or applicability to the transactions contemplated by this Agreement, the Option Agreement, and the Shareholders Agreement including the Offer and the Merger, of any state takeover law.
Appears in 2 contracts
Samples: Merger Agreement (Sage Group PLC), Merger Agreement (Best Software Inc)
State Takeover Laws. The Company shall, upon the ------------------- request of the Purchaser, take all commercially reasonable steps to assist in any challenge by the Purchaser to the validity or applicability to the transactions contemplated by this AgreementAgreement and the Option Agreements, including the Offer and the MergerMerger and the Shareholder Agreements, of any state takeover law.
Appears in 2 contracts
Samples: Merger Agreement (Rose Acquisition Corp), Merger Agreement (State of the Art Inc /Ca)
State Takeover Laws. The Company shall, upon the request of the Purchaser, take all reasonable steps to assist in any challenge by the Purchaser to the validity or applicability to the transactions contemplated hereby by this Agreement, including the Offer and the Merger, of any state takeover law.
Appears in 2 contracts
Samples: Merger Agreement (Global Motorsport Group Inc), Merger Agreement (GMG Acquisition Corp)
State Takeover Laws. The Company shall, upon the request of ------------------- the Purchaser, take all reasonable steps to assist in any challenge by the Purchaser to the validity or applicability to the transactions contemplated by this Agreement, including the Offer Offer, the Merger and the MergerRollover Agreement, of any state or foreign takeover law.
Appears in 2 contracts
Samples: Merger Agreement (CLC Acquisition Corp), Merger Agreement (Coinmach Laundry Corp)
State Takeover Laws. The Company shall, upon the request of the PurchaserParent, take all reasonable steps to render inapplicable and to assist in any challenge by the Purchaser to the validity or applicability to the transactions contemplated by this Agreement, including the Offer and the Merger, of any state takeover lawlaws.
Appears in 2 contracts
Samples: Merger Agreement (Simpson Industries Inc), Merger Agreement (Mascotech Inc)
State Takeover Laws. The Company shall, upon the request of the PurchaserParent, take all reasonable steps to assist in any challenge by the Purchaser Parent to the validity or applicability to the transactions contemplated by this Agreement, including the Offer and the Merger, of any state takeover law.
Appears in 2 contracts
Samples: Merger Agreement (Communications Instruments Inc), Merger Agreement (Corcom Inc)
State Takeover Laws. The Company shall, upon the request of the PurchaserAcquisition, take all reasonable steps to assist in any challenge by the Purchaser Acquisition to the validity or applicability to the transactions contemplated by this Agreement, including the Offer and the Merger, of any state takeover law.
Appears in 2 contracts
Samples: Merger Agreement (Century Communications Corp), Merger Agreement (Centennial Cellular Corp)
State Takeover Laws. The Company shall, upon the request of the Purchaser, take all reasonable steps to assist in any challenge by the Purchaser to the validity or applicability to the transactions contemplated by this Agreement, including the Offer Agreement and the Merger, Merger of any state or foreign takeover law.
Appears in 1 contract
Samples: Merger Agreement (Lexent Inc)
State Takeover Laws. The Company shall, upon the request of the Purchaser, take all reasonable steps to assist in any challenge by the Purchaser to the validity or applicability to the transactions contemplated by this Agreement, including the Amended Offer and the Merger, of any state takeover law.
Appears in 1 contract
Samples: Merger Agreement (Eaton Corp)
State Takeover Laws. The Prior to the Effective Time, the ------------------- Company shall, upon the request of the Purchaser, take all reasonable steps to assist in any challenge by the Purchaser to the validity or applicability of any state takeover Law to the transactions contemplated by this Agreement, including the Offer and the Merger, of any state takeover law.
Appears in 1 contract
State Takeover Laws. The Company shall, upon the request of ------------------- the Purchaser, take all reasonable steps to assist in any challenge by the Purchaser to the validity or applicability to the transactions contemplated by this Agreement, including the Offer and the Merger, of any state takeover law.
Appears in 1 contract
Samples: Merger Agreement (It Group Inc)
State Takeover Laws. The Company shall, upon the request of the ------------------- Purchaser, take all reasonable steps to assist in any challenge by the Purchaser to the validity or applicability to the transactions contemplated by this Agreement, including the Offer and the Merger, of any state takeover law.
Appears in 1 contract
Samples: Merger Agreement (Danaher Corp /De/)
State Takeover Laws. The Company shall, upon the request ------------------- of the Purchaser, take all reasonable steps to assist in any challenge by the Purchaser to the validity or applicability to the transactions contemplated by this Agreement, including the Offer and the Merger, of any state takeover law.
Appears in 1 contract
