Common use of State Takeover Statutes Clause in Contracts

State Takeover Statutes. Subject to the accuracy of the representations and warranties of Parent and Merger Sub set forth in Section 4.13, the Company Board of Directors has taken all action necessary to render inapplicable to this Agreement and the transactions contemplated by this Agreement all potentially applicable anti-takeover statutes or regulations of the DGCL (including Section 203 thereof and any similar provisions in the Company’s certificate of incorporation or bylaws).

State Takeover Statutes. Subject to the accuracy of Assuming that the representations and warranties of Parent and Merger Sub set forth in Section 4.134.8 are true, accurate and correct, the Company Board of Directors of the Company has taken all action necessary to render inapplicable to this Agreement and actions so that the transactions contemplated by this Agreement all potentially applicable anti-takeover statutes or regulations restrictions on business combinations set forth in Section 203 of the DGCL (including Section 203 thereof and any other similar provisions in applicable “anti-takeover” law will not be applicable to the Company’s certificate of incorporation or bylaws)Merger.

State Takeover Statutes. Subject to Assuming the accuracy of the Parent’s representations and warranties in the first sentence of Parent and Merger Sub set forth in Section 4.135.9, (i) the Company Board of Directors has taken all action necessary to render inapplicable to this Agreement and the transactions contemplated by this Agreement all potentially applicable anti-takeover statutes or regulations Transactions Section 203 of the DGCL (including Section 203 thereof and any similar provisions in the Company Governing Documents or any other Takeover Statute (to the extent it has authority under such other Takeover Statutes) and (ii) to the knowledge of the Company’s certificate of incorporation or bylaws), no other Takeover Statute is applicable to the Transactions.

State Takeover Statutes. Subject to Assuming the accuracy of the Parent’s representations and warranties in the first sentence of Parent and Merger Sub set forth in Section 4.135.14, (i) the Company Board of Directors has taken all action necessary to render inapplicable to this Agreement and the transactions contemplated by this Agreement all potentially applicable anti-takeover statutes or regulations Transactions Section 203 of the DGCL (including Section 203 thereof and any similar provisions in the Company Governing Documents or any other Takeover Statute and (ii) to the knowledge of the Company’s certificate of incorporation or bylaws), no other Takeover Statute is applicable to the Transactions.

State Takeover Statutes. Subject to Assuming the accuracy of the representations and warranties of Parent and Merger Sub set forth in Section 4.134.10, the Company Board of Directors has taken all action or will take such actions as necessary to render the provisions of any “fair price,” “moratorium,” “control share acquisition” or similar antitakeover Law (collectively, “Takeover Laws”) enacted under any state Laws in the United States inapplicable to this Agreement and or any of the transactions contemplated by this Agreement all potentially applicable anti-takeover statutes or regulations of the DGCL (including Section 203 thereof and any similar provisions in the Company’s certificate of incorporation or bylaws)hereby.

State Takeover Statutes. Subject to the accuracy of Assuming that the representations and warranties of Parent and Merger Sub set forth Purchaser contained in Section 4.134.6 hereof are accurate, the Company Board of Directors has taken all action necessary actions so that the restrictions on business combinations set forth in Section 203 of the DGCL and, to render inapplicable the Knowledge of the Company, any other similar applicable law are not applicable to this Agreement and the transactions contemplated by this Agreement all potentially applicable anti-takeover statutes or regulations of hereby, including the DGCL (including Section 203 thereof Offer and any similar provisions in the Company’s certificate of incorporation or bylaws)Merger.

State Takeover Statutes. Subject to the accuracy of the representations and warranties of Parent and Merger Sub set forth in Section 4.134.16, the Company Board of Directors has taken all action necessary to render inapplicable to this Agreement and the transactions contemplated by this Agreement all potentially applicable anti-takeover statutes or regulations of the DGCL (including Section 203 thereof and any similar provisions in the Company’s certificate of incorporation or bylaws).

State Takeover Statutes. Subject to Assuming the accuracy of the Parent’s representations and warranties in the first sentence of Parent and Merger Sub set forth in Section 4.135.15, (i) the Company Board of Directors has taken all action necessary to render inapplicable to this Agreement and the transactions contemplated by this Agreement all potentially applicable anti-takeover statutes or regulations Transactions Section 203 of the DGCL (including Section 203 thereof and any similar provisions in the Company Governing Documents or any other Takeover Statute and (ii) to the knowledge of the Company’s certificate of incorporation or bylaws), no other Takeover Statute is applicable to the Transactions.

State Takeover Statutes. Subject to the accuracy of Assuming that the representations and warranties of Parent and Merger Sub set forth in Section 4.134.09 are accurate, the Company Board of Directors has taken all action necessary to render inapplicable to this Agreement and the transactions contemplated by this Agreement all potentially applicable actions so that no “fair price”, “moratorium”, “control share acquisition”, “business combination” or other similar anti-takeover statutes or regulations of Laws in the DGCL United States (including Section 203 thereof and any similar provisions in of the Company’s certificate of incorporation DGCL) applicable to the Company shall be applicable to the Merger or bylaws)the other Transactions.

State Takeover Statutes. Subject to the accuracy of the representations and warranties of Parent and Merger Sub set forth in Section 4.134.9, the Company and the Company Board of Directors has have taken all action necessary required to render inapplicable be taken by them to this Agreement exempt the Transactions from the requirements of any “moratorium,” “control share,” “fair price,” “affiliate transaction,” “business combination” or other antitakeover laws and the transactions contemplated by this Agreement all potentially applicable anti-takeover statutes or regulations of the DGCL (including Section 203 thereof and any similar provisions in the Company’s certificate of incorporation or bylaws)state.

State Takeover Statutes. Subject to Assuming the accuracy of the representations and warranties of Parent and Merger Sub set forth in Section 4.135.10, the Company Board of Directors has taken all action such actions and votes as are necessary to render the provisions of any Takeover Law, including Section 203 of the DGCL, inapplicable to this Agreement and Agreement, the transactions Offer, the Top-Up, the Merger and/or any other transaction contemplated by this Agreement all potentially applicable anti-takeover statutes or regulations of the DGCL (including Section 203 thereof and any similar provisions in the Company’s certificate of incorporation or bylaws)Agreement.

State Takeover Statutes. Subject to Assuming the accuracy of the representations and warranties of Parent and Merger Sub set forth in Section 4.134.098, the Company Board of Directors has taken all action necessary to render inapplicable to this Agreement and the transactions contemplated by this Agreement all potentially applicable anti-takeover statutes or regulations the restrictions on business combinations and voting requirements contained in Section 203 of the DGCL (including Section 203 thereof and any similar provisions in the Company’s certificate of incorporation or bylaws)DGCL.

State Takeover Statutes. Subject to the accuracy of the representations and warranties of Parent and Merger Sub set forth in Section 4.134.16, the Company Board of Directors has taken all action necessary to render inapplicable to this Agreement and the transactions contemplated by this Agreement all potentially applicable anti-takeover statutes or regulations of the DGCL (including Section 203 thereof and any similar provisions in the Company’s 's certificate of incorporation or bylaws).