State Takeover Statutes and Takeover Provisions. Assuming the accuracy of Purchaser’s representation and warranty contained in the second sentence of Section 4.18, Company has taken all action required to be taken by it in order to exempt this Agreement and the transactions contemplated hereby from, and this Agreement and the transactions contemplated hereby are exempt from, the requirements of any “moratorium,” “fair price,” “affiliate transaction,” “business combination,” “control share acquisition” or similar provision of any state anti-takeover Law, including Sections 12:132 through 12:140.2 of the BCL (collectively, “Takeover Laws”), and the provisions of Article XVI of the Company Charter. Neither Company nor any of its Subsidiaries is an “interested shareholder” (within the meaning of Section 12:132(9) of the BCL) of Purchaser or the beneficial owner (directly or indirectly) of more than ten percent (10%) of the outstanding capital stock of Purchaser entitled to vote in the election of Purchaser’s directors.
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Samples: Agreement and Plan of Merger (Whitney Holding Corp), Agreement and Plan of Merger (Hancock Holding Co)
State Takeover Statutes and Takeover Provisions. Assuming the accuracy of Purchaser’s representation and warranty contained in the second sentence of Section 4.18, Company has taken all action required to be taken by it in order to exempt this Agreement and the transactions contemplated hereby from, and this Agreement and the transactions contemplated hereby are exempt from, the requirements of any “moratorium,” “fair price,” “affiliate transaction,” “business combination,” “control share acquisition” or similar provision of any state anti-takeover Law, including Sections 12:132 through 12:140.2 607.0901 and 607.0902 of the BCL FBCA (collectively, “Takeover Laws”), and the provisions of Article XVI of the Company Charter. Neither Company nor any of its Subsidiaries is an a holder of “interested shareholdershares” (within the meaning of Section 12:132(9) 607.0902 of the BCL) FBCA of Purchaser or the beneficial owner (directly or indirectly) of more than ten percent (10%) of the outstanding capital stock of Purchaser entitled to vote in the election of Purchaser’s directors.
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Samples: Agreement and Plan of Merger (Iberiabank Corp), Agreement and Plan of Merger (Iberiabank Corp)
State Takeover Statutes and Takeover Provisions. Assuming the accuracy of Purchaser’s representation and warranty contained in the second sentence of Section 4.18, Company has taken all action required to be taken by it in order to exempt this Agreement and the transactions contemplated hereby from, and this Agreement and the transactions contemplated hereby are exempt from, the requirements of any “moratorium,” “fair price,” “affiliate transaction,” “business combination,” “control share acquisition” or similar provision of any state anti-takeover Law, including Sections 12:132 through 12:140.2 14-2-1110 to 14-2-1113 and Sections 14-2-1131 to 14-2-1133 of the BCL GBCC (collectively, “Takeover Laws”), and the provisions of Article XVI of the Company Charter. Neither Company nor any of its Subsidiaries is an a holder of “interested shareholdershares” (within the meaning of Section 12:132(914-2-1110(11) of the BCL) GBCC of Purchaser or the beneficial owner (directly or indirectly) of more than ten percent (10%) of the outstanding capital stock of Purchaser entitled to vote in the election of Purchaser’s directors.
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