Common use of State Takeover Statutes Clause in Contracts

State Takeover Statutes. Each of Parent, Merger Sub and the Company shall (a) take all action necessary so that no “moratorium,” “control share acquisition,” “fair price,” “supermajority,” “affiliate transactions” or “business combination statute or regulation” or other similar state anti-takeover laws or regulations, or any similar provision of the Company Organizational Documents or the Parent Organizational Documents, as applicable, is or becomes applicable to the Merger or any of the other transactions contemplated hereby, and (b) if any such anti-takeover law, regulation or provision is or becomes applicable to the Merger or any other transactions contemplated hereby, cooperate and grant such approvals and take such actions as are 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 statute or regulation on the transactions contemplated hereby.

State Takeover Statutes. Each of Parent, Merger Sub AbbVie and the Company Allergan shall (a) take all action necessary so that no “moratorium,” “control share acquisition,” “fair price,” “supermajority,” “affiliate transactionstransaction” or “business combination combination” statute or regulation” regulation or other similar state anti-takeover laws or regulationsLaw, or any similar provision of the Company Organizational Documents of Allergan or the Parent Organizational DocumentsDocuments of AbbVie, as applicable, is or becomes applicable to the Merger Scheme, the Acquisition or any of the other transactions contemplated hereby, and (b) if any such anti-takeover law, regulation Law or provision is or becomes applicable to the Merger Scheme, the Acquisition or any other transactions contemplated hereby, cooperate and grant such approvals and take such actions as are 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 statute or regulation Law on the Scheme, the Acquisition or the other transactions contemplated hereby.

State Takeover Statutes. Each of Parent, the Merger Sub Subs and the Company shall (a) take all action necessary so that no “moratorium,” “control share acquisition,” “fair price,” “supermajority,” “affiliate transactions” or “business combination statute or regulation” or other similar state anti-takeover laws Antitakeover Laws or regulations, or any similar provision of the Company Organizational Documents or the Parent Organizational Documents, as applicable, Documents is or becomes applicable to this Agreement, the Merger Integrated Mergers or any of the other transactions contemplated herebyTransactions, and (b) if any such anti-takeover lawLaw, regulation or provision is or becomes applicable to this Agreement, the Merger Integrated Mergers or any other transactions contemplated herebyTransactions, cooperate and grant such approvals and take such actions as are reasonably necessary so that this Agreement, the transactions contemplated hereby Integrated Mergers or the Transactions may be consummated as promptly as practicable on the terms contemplated hereby and otherwise act to eliminate or minimize the effects of such statute or regulation on the transactions contemplated herebyTransactions.

State Takeover Statutes. Each of Parent, Bidco, each Merger Sub and the Company shall (a) take all action necessary so that no “moratorium,” “control share acquisition,” “fair price,” “supermajority,” “affiliate transactions” or “business combination statute or regulation” or other similar state anti-takeover laws or regulations, or any similar provision of the Company Organizational Documents or the Parent Organizational Documents, as applicable, is or becomes applicable to the Merger Mergers or any of the other transactions contemplated hereby, and (b) if any such anti-takeover law, regulation or provision is or becomes applicable to the Merger Mergers or any other transactions contemplated hereby, cooperate and grant such approvals and take such actions as are 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 statute or regulation on the transactions contemplated hereby.

State Takeover Statutes. Each of Parent, Merger Sub 1, Merger Sub 2 and the Company shall (a) take all action necessary so that no “moratorium,” “control share acquisition,” “fair price,” “supermajority,” “affiliate transactions” or “business combination statute or regulation” or other similar state anti-takeover laws or regulations, or any similar provision of the Company Organizational Documents or the Parent Organizational Documents, as applicable, is or becomes applicable to the Merger Mergers or any of the other transactions contemplated herebyTransactions, and (b) if any such anti-takeover law, regulation or provision is or becomes applicable to the Merger Mergers or any other transactions contemplated herebyTransactions, cooperate and grant such approvals and take such actions as are reasonably necessary so that the transactions contemplated hereby Transactions may be consummated as promptly as practicable on the terms contemplated hereby and otherwise act to eliminate or minimize the effects of such statute or regulation on the transactions contemplated herebyTransactions.

State Takeover Statutes. Each of Parent, Merger Sub and the Company shall (a) take all action necessary so that no “moratorium,” “control share acquisition,” “fair price,” “supermajority,” “affiliate transactions” or “business combination statute or regulation” or other similar state anti-takeover laws Laws or regulations, or any similar provision of the Company Organizational Documents or the Parent Organizational Documents, as applicable, Documents is or becomes applicable to this Agreement, the Merger or any of the other transactions contemplated herebyTransactions, and (b) if any such anti-takeover lawLaw, regulation or provision is or becomes applicable to this Agreement, the Merger or any other transactions contemplated herebyTransactions, cooperate and grant such approvals and take such actions as are reasonably necessary so that this Agreement, the transactions contemplated hereby Merger or the Transactions may be consummated as promptly as practicable on the terms contemplated hereby and otherwise act to eliminate or minimize the effects of such statute or regulation on the transactions contemplated herebyTransactions.

State Takeover Statutes. Each of Parent, Merger Sub and the Company shall (a) take all action necessary so that no “"moratorium,” “" "control share acquisition,” “" "fair price,” “" "supermajority,” “" "affiliate transactions” " or “"business combination statute or regulation” " or other similar state anti-takeover laws or regulations, . or any similar provision of the Company Organizational Documents or the Parent Organizational Documents, as applicable, is or becomes applicable to the Merger or any of the other transactions contemplated hereby, and (b) if any such anti-takeover law, regulation or provision is or becomes applicable to the Merger or any other transactions contemplated hereby, cooperate and grant such approvals and take such actions as are 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 statute or regulation on the transactions contemplated hereby.

State Takeover Statutes. Each of Parent, Merger Sub 1, Merger Sub 2 and the Company shall (a) take all action necessary so that no “moratorium,” “control share acquisition,” “fair price,” “supermajority,” “affiliate transactions” or “business combination statute or regulation” or other similar state anti-takeover laws or regulations, or any similar provision of the Company Organizational Documents or the Parent Organizational Documents, as applicable, is or becomes applicable to the Merger Mergers or any of the other transactions contemplated hereby, and (b) if any such anti-takeover law, regulation or provision is or becomes applicable to the Merger Mergers or any other transactions contemplated hereby, cooperate and grant such approvals and take such actions as are 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 statute or regulation on the transactions contemplated hereby.

State Takeover Statutes. Each of Parent, Merger Sub AbbVie and the Company Allergan shall (a) take all action necessary so that no “moratorium,” “control share acquisition,” “fair price,” “supermajority,” “affiliate transactionstransaction” or “business combination combination” statute or regulation” regulation or other similar state anti-takeover laws or regulationsLaw, or any similar provision of the Company Organizational Documents of Allergan or the Parent Organizational DocumentsDocuments of AbbVie, as applicable, is or becomes applicable to the Merger Scheme, the Acquisition or any of the other transactions contemplated hereby, and (b) if any such anti-takeover law, regulation Law or provision is or becomes applicable to the Merger Scheme, the Acquisition or any other transactions contemplated hereby, cooperate and grant such approvals and take such actions as are reasonably necessary so that the transactions contemplated hereby may be consummated as 84 promptly as practicable on the terms contemplated hereby and otherwise act to eliminate or minimize the effects of such statute or regulation Law on the Scheme, the Acquisition or the other transactions contemplated hereby.

State Takeover Statutes. Each of Parent, Merger Sub 1, Merger Sub 2 and the Company shall (a) take all action necessary so that no “moratorium,” “control share acquisition,” “fair price,” “supermajority,” “affiliate transactions” or “business combination statute or regulation” or other similar state anti-takeover laws or regulations, or any similar provision of the Company Organizational Documents or the Parent Organizational Documents, as applicable, is or becomes applicable to the Merger Mergers or any of the other transactions contemplated hereby, and (b) if any such anti-takeover law, regulation or provision is or becomes applicable to the Merger Mergers or any other transactions contemplated hereby, cooperate and grant such approvals and take such actions as are 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 statute or regulation on the transactions contemplated hereby.

State Takeover Statutes. Each of Parent, Merger Sub and the The Company shall (a) take all action necessary so that no “moratorium,” “control share acquisition,” “fair price,” “supermajority,” “affiliate transactions” or “business combination statute or regulation” or other similar state anti-takeover laws or regulations, or any similar provision of the Company Organizational Documents Company’s articles of incorporation or the Parent Organizational Documents, bylaws (each as applicable, amended to date) is or becomes applicable to the Merger or any of the other transactions contemplated herebyby this Agreement, and (b) if any such anti-takeover law, regulation or provision is or becomes applicable to the Merger or any other transactions transaction contemplated herebyby this Agreement, cooperate with the requests of Parent, and grant such approvals and take such actions as are reasonably necessary so that the transactions Merger or any other transaction contemplated hereby by this Agreement may be consummated as promptly as practicable on the terms contemplated hereby and otherwise act to eliminate or minimize the effects of such statute or regulation on the transactions Merger or any other transaction contemplated herebyby this Agreement.

State Takeover Statutes. Each of Parent, Bidco, each Merger Sub and the Company shall (a) take all action necessary so that no “moratorium,” “control share acquisition,” “fair price,” “supermajority,” “affiliate transactions” or “business combination statute or regulation” or other similar state anti-takeover laws or regulations, or any similar provision of the Company Organizational Documents or the Parent Organizational Documents, as applicable, is or becomes applicable to the Merger Mergers or any of the other transactions contemplated hereby, and (b) if any such anti-takeover law, regulation or provision is or becomes applicable to the Merger Mergers or any other transactions contemplated hereby, cooperate and grant such approvals and take such actions as are 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 statute or regulation on the transactions contemplated hereby.