State Takeover Laws. If any state takeover statute becomes or is deemed to become applicable to the Company or the Transactions, then the Company Board of Directors shall take all actions necessary to render such statutes inapplicable to the foregoing.
Appears in 8 contracts
Samples: Merger Agreement (Lifecell Corp), Merger Agreement (OAO Severstal), Merger Agreement (Kinetic Concepts Inc /Tx/)
State Takeover Laws. If any state takeover statute becomes or is deemed to become applicable to the Company Offer, the Stockholder Agreements, the acquisition of Shares pursuant to the Offer or the TransactionsMerger, then the Company Board of Directors shall take all actions action necessary to render such statutes statute inapplicable to all of the foregoingforegoing to the extent that the Company is able to do so.
Appears in 3 contracts
Samples: Merger Agreement (Citigroup Inc), Merger Agreement (Pamida Holdings Corp/De/), Merger Agreement (Shopko Stores Inc)
State Takeover Laws. If any state takeover statute becomes or is deemed to become applicable to the Company Company, this Agreement or the TransactionsMerger, then Parent, the Company Board and their respective boards of Directors directors shall take all actions action reasonably necessary to render such statutes statute inapplicable to the foregoing.
Appears in 3 contracts
Samples: Merger Agreement (Intervideo Inc), Merger Agreement (Corel Corp), Merger Agreement (Excelligence Learning Corp)
State Takeover Laws. If any state takeover statute becomes or is deemed to become applicable to the Company Agreement, the acquisition of Shares pursuant to the Merger or the other Transactions, then the Company Board of Directors shall take all actions action necessary to render such statutes statute inapplicable to all of the foregoing.
Appears in 3 contracts
Samples: Merger Agreement (E Offering Corp), Merger Agreement (Wit Capital Group Inc), Merger Agreement (E Trade Group Inc)
State Takeover Laws. If any state takeover statute becomes or is deemed to become applicable to the Company or the TransactionsMerger or the other transactions contemplated by this Agreement, then the Company Board of Directors shall take all actions necessary to render such statutes inapplicable to the foregoing.
Appears in 2 contracts
Samples: Merger Agreement (Stryker Corp), Merger Agreement (MAKO Surgical Corp.)
State Takeover Laws. If any state takeover statute becomes or is deemed to become applicable to the Company Company, the Offer, the acquisition of Common Stock pursuant to the Offer, or the TransactionsMerger, then the Company Board Company’s board of Directors shall directors shall, subject to its fiduciary duties as advised of the same by its counsel, take all actions reasonable action necessary to render such statutes statute inapplicable to the foregoing.
Appears in 2 contracts
Samples: Merger Agreement (Gulfside Supply, Inc.), Merger Agreement (Eagle Supply Group Inc)
State Takeover Laws. If any state takeover statute becomes or is deemed to become applicable to the Company or the Transactionstransactions contemplated by this Agreement, then the Company Board of Directors shall take all reasonable actions necessary to render such statutes inapplicable to the foregoing.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Oshkosh Truck Corp), Merger Agreement (JLG Industries Inc)
State Takeover Laws. If any state takeover statute becomes or is deemed to become applicable to the Company or the Transactionsacquisition of shares of Company Common Stock pursuant to the Stock Option Agreement, the Stock Purchase Agreement and/or Merger, then the Company Board of Directors shall take all actions lawful action necessary to render such statutes statute inapplicable to the foregoing.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Cendant Corp), Agreement and Plan of Merger and Reorganization (Trendwest Resorts Inc)
State Takeover Laws. If any state takeover statute becomes or is deemed to become applicable to the Company or the TransactionsMerger, the Voting Agreement(s) or the other transactions contemplated by this Agreement, then the Company Board of Directors shall take any and all actions within the Company’s control as are permitted under applicable Law and necessary to render eliminate or, if it is not possible to eliminate, then to minimize the effects of such statutes inapplicable to on the foregoing.
Appears in 2 contracts
Samples: Merger Agreement (Genomic Health Inc), Merger Agreement (Exact Sciences Corp)
State Takeover Laws. If any “control share acquisition”, “fair price” or other anti-takeover laws or regulations enacted under state takeover statute or federal laws becomes or is deemed to become applicable to the Company Company, the Merger, or the Transactionsany other Transaction, then the Company Board of Directors shall take all actions action necessary to render any such statutes statute inapplicable to the foregoing.
Appears in 2 contracts
Samples: Merger Agreement (Global Aero Logistics Inc.), Merger Agreement (World Air Holdings, Inc.)
State Takeover Laws. If any state takeover statute or similar Laws becomes or is deemed to become applicable to the Company or the TransactionsMerger, then the Company Board Company’s board of Directors shall directors shall, subject to its fiduciary duties as advised of the same by its counsel, take all actions reasonable action necessary to render such statutes statute inapplicable to the foregoing.
Appears in 2 contracts
Samples: Merger Agreement (Mobius Management Systems Inc), Merger Agreement (Mobius Management Systems Inc)
State Takeover Laws. If any state takeover statute becomes or is deemed to become applicable to the Company or the Transactionstransactions contemplated by this Agreement, then the Company Board of Directors shall take all actions necessary to render such statutes inapplicable to the foregoing.
Appears in 2 contracts
Samples: Merger Agreement (Middleby Corp), Merger Agreement (Turbochef Technologies Inc)
State Takeover Laws. If any state takeover statute ------------------- becomes or is deemed to become applicable to the Company Company, the Offer, the acquisition of Shares pursuant to the Offer, or the TransactionsMerger, then the Company Board of Directors shall take all actions action necessary to render such statutes statute inapplicable to the foregoing.
Appears in 2 contracts
Samples: Merger Agreement (Cheap Tickets Inc), Merger Agreement (Cendant Corp)
State Takeover Laws. If any state takeover statute ------------------- becomes or is deemed to become applicable to the Company Company, the Offer, the acquisition of Shares pursuant to the Offer, or the TransactionsMerger, then the Company Board of Directors shall shall, subject to its fiduciary duties as advised of the same by its counsel, take all actions action necessary to render such statutes statute inapplicable to the foregoing.
Appears in 2 contracts
Samples: Merger Agreement (Lee Sara Corp), Merger Agreement (Lee Sara Corp)
State Takeover Laws. If any state takeover statute becomes or is deemed to become applicable to the Company or the TransactionsMerger or the other transactions contemplated by this Agreement, then the Company Board of Directors shall take any and all actions necessary to render such statutes inapplicable to the foregoing.
Appears in 2 contracts
Samples: Merger Agreement, Merger Agreement (Rockwell Collins Inc)
State Takeover Laws. If any state takeover statute becomes or is deemed to become applicable to the Company or the TransactionsMerger or the other transactions contemplated by this Agreement, then the Company Board of Directors shall take any and all actions within the Company’s control as are permitted under applicable Law and necessary to render eliminate or, if it is not possible to eliminate, then to minimize the effects of such statutes inapplicable to on the foregoing.
Appears in 2 contracts
Samples: Merger Agreement, Merger Agreement (United Technologies Corp /De/)
State Takeover Laws. If any state takeover statute becomes or is deemed to become applicable to the Company or the Merger or the other Transactions, then the Company Board of Directors shall take any and all actions necessary to render such statutes inapplicable to the foregoing.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Hill International, Inc.), Agreement and Plan of Merger (Hill International, Inc.)
State Takeover Laws. If any state takeover statute becomes or is deemed to become applicable to the Company or the TransactionsMerger or the other transactions contemplated by this Agreement, then the Company Board of Directors shall take any and all actions within its control as are necessary to render such statutes inapplicable to the foregoing.
Appears in 2 contracts
Samples: Merger Agreement (K2m Group Holdings, Inc.), Merger Agreement (Stryker Corp)
State Takeover Laws. If any state takeover statute becomes or is deemed to become applicable to the Company Company, this Agreement or the TransactionsMerger, then the Company Board of Directors shall take all actions action necessary to render such statutes statute inapplicable to the foregoing.
Appears in 2 contracts
Samples: Merger Agreement (Borland Software Corp), Merger Agreement (Segue Software Inc)
State Takeover Laws. If any state takeover statute is, becomes or is deemed to become applicable to the Company or the Transactions, then the Company Board of Directors of the Company shall take all actions necessary to render such statutes statute inapplicable to the foregoing.
Appears in 2 contracts
Samples: Purchase Agreement (Hospitality Properties Trust), Merger Agreement (Sonesta International Hotels Corp)
State Takeover Laws. If any state takeover statute becomes or is deemed to become applicable to the Company Company, the Voting and Support Agreement, the Merger or the Transactionsother transactions contemplated by this Agreement, then the Company Board of Directors shall take any and all actions within its control as are necessary to render such statutes inapplicable to the foregoing.
Appears in 1 contract
Samples: Merger Agreement (Corindus Vascular Robotics, Inc.)
State Takeover Laws. (a). If any state takeover statute becomes or is deemed to become applicable to the Company or the Transactions, then the Company Board of Directors shall take all actions necessary to render such statutes inapplicable to the foregoing.
Appears in 1 contract
Samples: Merger Agreement (OAO Severstal)
State Takeover Laws. If any state takeover statute becomes or is deemed to become applicable to the Company or the TransactionsMerger, the Voting Agreement or the other transactions contemplated by this Agreement, then the Company Board of Directors shall take any and all actions necessary to render such statutes inapplicable to the foregoing.
Appears in 1 contract
State Takeover Laws. If any state takeover statute Takeover Law becomes or is deemed to become applicable to the Company Merger or this Agreement or any of the Transactionstransactions contemplated by this Agreement, then the Company Board of Directors shall promptly take all actions action necessary to render such statutes Takeover Law inapplicable to all of the foregoing.
Appears in 1 contract
Samples: Merger Agreement (Good Guys Inc)
State Takeover Laws. If any state takeover statute becomes or is deemed to become applicable to the Company or the Offer, the Merger or the other Transactions, then the Company Board of Directors shall take any and all actions necessary to render such statutes inapplicable to the foregoing.
Appears in 1 contract
State Takeover Laws. If any state takeover statute becomes or is deemed to become applicable to the Company Company, the Offer, the acquisition of Shares pursuant to the Offer, or the TransactionsMerger, then the Company Board of Directors shall take all actions action necessary to render such statutes statute inapplicable to the foregoing.
Appears in 1 contract
Samples: Merger Agreement (Cendant Corp)
State Takeover Laws. If any state takeover statute or other similar Applicable Law becomes or is deemed to become applicable to the Company or the Merger or the other Transactions, then the Company Board of Directors shall take any and all reasonable actions necessary and sufficient to render such statutes inapplicable to the foregoing.
Appears in 1 contract
State Takeover Laws. If any state takeover statute becomes or is deemed to become applicable to the Company or the Transactionsacquisition of Shares pursuant to the Merger, then the Company Board of Directors shall take all actions action necessary to render such statutes statute inapplicable to the foregoing.
Appears in 1 contract
State Takeover Laws. If any state takeover statute becomes or is deemed to become applicable to the Company or the TransactionsMerger, the Voting Agreement or the other transactions contemplated by this Agreement, then the Company Board of Directors shall take any and all actions as are necessary to render such statutes inapplicable to the foregoing.
Appears in 1 contract
State Takeover Laws. If any “control share acquisition”, “fair price” or other anti-takeover laws or regulations enacted under state takeover statute or federal laws becomes or is deemed to become applicable to the Company or the TransactionsMerger, then the Company Board of Directors shall take all actions action necessary to render such statutes statute inapplicable to the foregoing.
Appears in 1 contract
State Takeover Laws. If any state takeover statute becomes ------------------- or is deemed to become applicable to the Company Company, the Offer, the acquisition of Shares pursuant to the Offer, or the TransactionsMerger, then the Company Board of Directors shall take all actions necessary shall, subject to render its fiduciary duties as advised of the same by its counsel, use its reasonable efforts to cause such statutes statute to be inapplicable to the foregoing.
Appears in 1 contract
