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Common use of State Takeover Statute Clause in Contracts

State Takeover Statute. The Board of Directors of the Company shall not, in connection with any Change of Recommendation, take any action to change the approval of the Board of Directors of the Company for purposes of causing any state takeover statute or other state law to be applicable to the transactions contemplated hereby. For the avoidance of doubt, this Section 5.3(f) shall not prohibit the Company from effecting a Change of Recommendation under the circumstances and subject to the conditions set forth in this Section 5.3.

Appears in 7 contracts

Samples: Merger Agreement (Micron Technology Inc), Merger Agreement (Lexar Media Inc), Merger Agreement (Cap Gemini Sa)

State Takeover Statute. The Company Board of Directors of the Company shall not, in connection with any Company Change of Recommendation, take any action to change the approval of the Company Board of Directors of the Company for purposes of causing any state takeover statute or other state law to be applicable to the transactions contemplated hereby. For the avoidance of doubt, this Section 5.3(f7.3(f) shall not prohibit the Company from effecting a Company Change of Recommendation Recommendation, under the circumstances and subject to the conditions set forth in this Section 5.37.3.

Appears in 2 contracts

Samples: Merger Agreement (Excel Technology Inc), Merger Agreement (Gsi Group Inc)

State Takeover Statute. The Company Board of Directors of the Company shall not, in connection with any Change of in the Company Recommendation, take any action to change the approval of the Company Board of Directors of the Company for purposes of causing any state takeover statute or other state law to be applicable to the transactions contemplated hereby. For the avoidance of doubt, this Section 5.3(f6.1(g) shall not prohibit the Company from effecting a Change of in the Company Recommendation under the circumstances and subject to the conditions set forth in this Section 5.36.1.

Appears in 2 contracts

Samples: Merger Agreement (@Road, Inc), Merger Agreement (Trimble Navigation LTD /Ca/)

State Takeover Statute. The Board of Directors of the Company shall not, in connection with any Change of Recommendation, take any action to change the approval of the Board of Directors of the Company for purposes of causing any state takeover statute or other state law to be applicable to the transactions contemplated hereby. For the avoidance of doubt, this Section SECTION 5.3(f) shall not prohibit the Company from effecting a Change of Recommendation under the circumstances and subject to the conditions set forth in this Section SECTION 5.3.

Appears in 1 contract

Samples: Merger Agreement (Loudeye Corp)

State Takeover Statute. The Board of Directors of the Company shall not, in connection with any Change of Recommendation, take any action to change the approval of the Board of Directors of the Company for purposes of causing any state takeover statute or other state law Law to be applicable to the transactions contemplated hereby. For the avoidance of doubt, this Section 5.3(f) shall not prohibit the Company from effecting a Change of Recommendation under the circumstances and subject to the conditions set forth in this Section 5.3.. Table of Contents

Appears in 1 contract

Samples: Merger Agreement (Cybersource Corp)

State Takeover Statute. The Board of Directors of the Company shall not, in connection with any Change of Recommendation, take any action to change the approval of the Board of Directors of the Company for purposes of causing any state takeover statute or other state law Law to be applicable to the transactions contemplated hereby. For the avoidance of doubt, this Section 5.3(f5.3(g) shall not prohibit the Company from effecting a Change of Recommendation under the circumstances and subject as specifically permitted pursuant to the conditions set forth in this terms of Section 5.35.3(e) or Section 5.3(f).

Appears in 1 contract

Samples: Merger Agreement (Broadcom Corp)

State Takeover Statute. The Board of Directors of the Company shall not, in connection with any Change of Recommendation, take any action to change the approval of the Board of Directors of the Company for purposes of causing any state takeover statute or other state law Law to be applicable to the transactions contemplated hereby. For the avoidance of doubt, this Section 5.3(f) shall not prohibit the Company from effecting a Change of Recommendation under the circumstances and subject to the conditions set forth in this Section 5.3.

Appears in 1 contract

Samples: Merger Agreement (Visa Inc.)

State Takeover Statute. The Company Board of Directors of the Company shall not, in connection with any Change of in the Company Recommendation, take any action to change the approval of the Company Board of Directors of the Company for purposes of causing any state takeover statute or other state law to be applicable to the transactions contemplated hereby. For the avoidance of doubt, this Section 5.3(f6.1(h) shall not prohibit the Company from effecting a Change of in the Company Recommendation under the circumstances and subject to the conditions set forth in this Section 5.36.1.

Appears in 1 contract

Samples: Merger Agreement (Spacedev, Inc.)