Common use of State Takeover Statutes Clause in Contracts

State Takeover Statutes. No “fair price,” “moratorium,” “control share acquisition” or other similar anti-takeover statute or regulation enacted under state or federal laws in the United States applicable to the Company is applicable to the transactions contemplated by this Agreement.

Appears in 5 contracts

Samples: Agreement and Plan of Merger (Westland Development Co Inc), Agreement and Plan of Merger (Westland Development Co Inc), Agreement and Plan of Merger (Westland Development Co Inc)

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State Takeover Statutes. No Except as set forth on Section 4.23 of the Company Disclosure Letter, no “moratorium,” “fair price,” “moratoriumbusiness combination,” “control share acquisition” or other similar provision of any state statutory anti-takeover statute or regulation enacted under state or federal laws in the United States applicable Law (collectively, “Takeover Laws”) applies to the Company is applicable to the transactions contemplated by this Agreement, the Offer or the Merger.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Cryolife Inc), Agreement and Plan of Merger (Cardiogenesis Corp /CA), Agreement and Plan of Merger (Cryolife Inc)

State Takeover Statutes. No “moratorium,” “fair price,” “moratoriumbusiness combination,” “control share acquisition,” “interested shareholder” or other similar provision of any state anti-takeover statute Law or regulation enacted under other state Law that purports to limit or federal laws in restrict business combinations or the United States ability to acquire or vote shares (collectively, “Takeover Laws”) is, or at the Effective Time will be, applicable to this Agreement, the Company Merger or any of the other Transactions. No “fair price” Law is applicable to the transactions contemplated by this Agreementsuch agreements or transactions.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Alaska Pacific Bancshares Inc), Agreement and Plan of Merger (Northrim Bancorp Inc)

State Takeover Statutes. No “fair price,” “moratorium,” “control share acquisition,” “business combination” or other similar anti-takeover antitakeover statute or regulation enacted under state or federal laws in the United States applicable to the Company is applicable to the Merger or the other transactions contemplated by this Agreement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Aspect Communications Corp), Agreement and Plan of Merger (Concerto Software Inc)

State Takeover Statutes. No “fair price,” ”, “moratorium,” ”, “control share acquisition”, interested stockholder or other similar anti-takeover statute or regulation enacted under state or federal laws any anti-takeover provision in the United States Company Organizational Documents is, or at the Effective Time will be, applicable to the Company, the Company is applicable to Common Stock, the Merger or the other transactions contemplated by this Agreement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Legg Mason, Inc.), Agreement and Plan of Merger (Franklin Resources Inc)

State Takeover Statutes. No “moratorium,” “fair price,” “moratoriumbusiness combination,” “control share acquisition,” “interested shareholder” or other similar provision of any state anti-takeover statute Law or regulation enacted under other state Law that purports to limit or federal laws in restrict business combinations or the United States ability to acquire or vote shares (collectively, “Takeover Laws”) is, or at the Effective Time will be, applicable to this Agreement, the Company Mergers or any of the other Transactions. No “fair price” law is applicable to the transactions contemplated by this Agreement, the Mergers or any of the other Transactions.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Simplicity Bancorp, Inc.), Agreement and Plan of Merger (HomeStreet, Inc.)

State Takeover Statutes. No “fair price,” ”, “moratorium,” ”, “control share acquisition” or other similar anti-takeover statute or regulation enacted under state or federal laws any anti-takeover provision in the United States Company Organizational Documents is, or at the Effective Time will be, applicable to the Company is applicable to Merger or the other transactions contemplated by this Agreement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Express Scripts Holding Co.), Agreement and Plan of Merger

State Takeover Statutes. No “fair price,” “moratorium,” “control share acquisition” or other similar anti-takeover statute or regulation antitakeover Law (collectively, “Takeover Laws”) enacted under any state or federal laws in the United States Laws and applicable to the Company is applicable applies to this Agreement or any of the transactions contemplated by this Agreementhereby.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (NantKwest, Inc.), Agreement and Plan of Merger (Cambridge Equities, LP)

State Takeover Statutes. No “moratorium,” “fair price,” “moratoriumbusiness combination,” “control share acquisition,” “interested stockholder” or other similar provision of any state anti-takeover statute Law (collectively, “Takeover Laws”) is, or regulation enacted under state or federal laws in at the United States Effective Time will be, applicable to this Agreement, the Company Merger or any of the other transactions contemplated hereby. No “fair price” law is applicable to the transactions contemplated by this Agreementsuch agreements or transactions.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Green Bancorp, Inc.), Agreement and Plan of Merger (Green Bancorp, Inc.)

State Takeover Statutes. No “fair price,” “moratorium,” “control share acquisition” or other similar anti-takeover statute antitakeover statue or regulation enacted under state or federal laws in the United States applicable to the Company States, is applicable to the transactions contemplated by this Agreement.

Appears in 2 contracts

Samples: Contribution Agreement (Boston Therapeutics, Inc.), Contribution Agreement (Investview, Inc.)

State Takeover Statutes. No “fair price,” “business combination,” “moratorium,” “control share acquisition” or other similar anti-takeover antitakeover statute or regulation enacted under state or federal laws in the United States applicable to the Company is applicable to the transactions contemplated Merger, except for such statutes or regulations as to which all necessary action has been taken by this Agreementthe Company and its board of directors, to permit the consummation of the Merger in accordance with the terms hereof.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Pixar \Ca\), Agreement and Plan of Merger (Walt Disney Co/)

State Takeover Statutes. No “fair price,” ”, “moratorium,” ”, “control share acquisition” or other similar anti-takeover antitakeover statute or regulation enacted under state or federal laws in the United States applicable to the Company is applicable to the transactions contemplated by this AgreementMerger or the other Transactions.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Zale Corp), Agreement and Plan of Merger (Merix Corp)

State Takeover Statutes. No “business combination,” “fair price,” “moratoriumcontrol transaction,” “control share acquisition,” or other similar anti-takeover antitakeover statute or regulation enacted under state or federal laws law or provision contained in the United States applicable to the Company Target’s certificate of incorporation or bylaws is applicable to the transactions contemplated by this AgreementContemplated Transactions.

Appears in 2 contracts

Samples: Stock Purchase Agreement (National Penn Bancshares Inc), Stock Purchase Agreement (WSFS Financial Corp)

State Takeover Statutes. No “fair price,” “moratorium,” “control share acquisition” or other similar anti-takeover antitakeover statute or regulation enacted under state or federal laws in the United States applicable to Seller or the Company is applicable to the transactions contemplated by this AgreementSale and the Reorganization Transactions.

Appears in 2 contracts

Samples: Stock Purchase Agreement, Stock Purchase Agreement (Yahoo Inc)

State Takeover Statutes. No “fair price,” ”, “moratorium,” ”, “control share acquisition” or other similar anti-takeover statute or regulation enacted under state or federal laws any anti-takeover provision in the United States Company Organizational Documents is, or at the Effective Time will be, applicable to the Company is applicable to Combination or the other transactions contemplated by this Agreement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Centurylink, Inc), Agreement and Plan of Merger (Level 3 Communications Inc)

State Takeover Statutes. No “fair price,” “moratorium,” “control share acquisition” or other similar anti-takeover antitakeover statute or regulation enacted under state or federal laws Laws in the United States applicable to the Company DIRECTV is applicable to the transactions contemplated by this AgreementTransactions.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Directv Group Inc)

State Takeover Statutes. No “fair price,” “moratorium,” “control share acquisition,” “interested stockholder” or other similar anti-takeover statute or regulation enacted under any state or federal laws in the United States law applicable to the Company is applicable to the transactions contemplated by this AgreementMerger.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Workflow Management Inc)

State Takeover Statutes. No “moratorium,” “fair price,” “moratoriumbusiness combination,” “control share acquisition,” “interested shareholder” or other similar provision of any state anti-takeover statute Law or regulation enacted under other state Law that purports to limit or federal laws in restrict business combinations or the United States ability to acquire or vote shares (collectively, “Takeover Laws”) is, or at the Effective Time will be, applicable to this Agreement, the Company Merger or any of the other Transactions. No “fair price” law is applicable to the transactions contemplated by this Agreementsuch agreements or transactions.

Appears in 1 contract

Samples: Agreement and Plan of Merger (HomeStreet, Inc.)

State Takeover Statutes. No “fair price,” “moratorium,” “control share acquisition” or other similar anti-takeover statute or regulation antitakeover Law (collectively, “Takeover Laws”) enacted under any state or federal laws Laws in the United States applicable applies to the Company is applicable to this Agreement or any of the transactions contemplated by this Agreementhereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (BioScrip, Inc.)

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State Takeover Statutes. No “business combination,” “fair price,” “moratoriumcontrol transaction,” “control share acquisition,” or other similar anti-takeover statute or regulation enacted under state or federal laws law or provision contained in the United States applicable to the Company Company’s Articles of Incorporation or Bylaws is applicable to the transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Home Federal Bancorp, Inc. Of Louisiana)

State Takeover Statutes. No “fair price,” “moratorium,” “control share acquisition,” “business combination,” or other similar anti-state takeover statute or similar statute or regulation enacted under state applies or federal laws in the United States applicable purports to apply to the Company is applicable Merger, the Company, the Merger Subsidiary or Parent or to the transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (American Medical Systems Holdings Inc)

State Takeover Statutes. No “fair price,” “moratorium,” “control share acquisition” or other similar anti-takeover antitakeover statute or regulation enacted under state or federal laws in the United States applicable to the Company is applicable to the transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Spear & Jackson Inc)

State Takeover Statutes. No “fair price,” , “ “moratorium,” “control share acquisition” or other similar anti-takeover statute antitakeover statue or regulation enacted under state or federal laws in the United States applicable to the Company States, is applicable to the transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Contribution Agreement (Investview, Inc.)

State Takeover Statutes. No "fair price,” “" "moratorium,” “" "control share acquisition" or other similar anti-takeover statute or regulation enacted under state or federal laws in the United States applicable to the Company is applicable to the transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Westland Development Co Inc)

State Takeover Statutes. No “fair price,” “moratorium,” “business combination,” “control share acquisition” or other similar anti-takeover statute or regulation enacted under state similar Law or federal laws anti-takeover or similar provision in the United States applicable Company Charter or Company Bylaws applies to the Company is applicable to the transactions contemplated by execution, delivery or performance of this Agreement, or the consummation of the Merger or the other Transactions.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Cumulus Media Inc)

State Takeover Statutes. No “fair price,” ”, “moratorium,” ”, “control share acquisition” or other similar anti-takeover statute or regulation enacted under state or federal laws any anti-takeover provision in the United States applicable to the Company Organizational Documents is applicable to the Merger or the other transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Cifc LLC)

State Takeover Statutes. No “fair price,” “moratorium,” “control share acquisition” or other similar antitakeover statute or regulation or any anti-takeover statute or regulation enacted under state or federal laws provision in the United States applicable to organizational documents of the Company Seller or the Company, is applicable to Seller, the Company, the Membership Interests, this Agreement, the Sale or the other transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Acxiom Corp)

State Takeover Statutes. No “fair price,” ”, “moratorium,” ”, “control share acquisition” or other similar anti-takeover antitakeover statute or regulation enacted under state or federal laws in the United States applicable to the Company Parent or Merger Sub is applicable to the transactions contemplated by this AgreementMerger or the other Transactions.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Merix Corp)

State Takeover Statutes. No “fair price,“moratorium,” or “control share acquisition” or other similar anti-takeover statute or regulation enacted under U.S. federal, state or federal local antitakeover statutes, laws in the United States or regulations is applicable to the Company is applicable with respect to the Share Purchase, including the execution, delivery or performance of this Agreement and the consummation of the Share Purchase and the other transactions contemplated by this Agreementhereby.

Appears in 1 contract

Samples: Share Purchase Agreement (Attunity LTD)

State Takeover Statutes. No “fair price,” “moratorium,” “control share acquisition” or other similar anti-takeover statute or regulation antitakeover Law (collectively, “Takeover Laws”) enacted under of any state or federal laws Laws in the United States applicable apply to this Agreement, the Company is applicable to CVR Agreement or any of the transactions contemplated by this Agreementhereby and thereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Spectrum Pharmaceuticals Inc)

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