Common use of Takeover Laws; Advice of Changes Clause in Contracts

Takeover Laws; Advice of Changes. (a) If any Takeover Law may become, or may purport to be, applicable to the Transactions, each of Parent and the Company and the members of their respective Boards of Directors shall use their respective reasonable best efforts to grant such approvals and take such actions as are necessary so that the transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms and conditions contemplated hereby and otherwise act to lawfully eliminate the effect of any Takeover Law on any of the Transactions.

Appears in 13 contracts

Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Merck & Co., Inc.), Agreement and Plan of Merger (Immune Design Corp.)

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Takeover Laws; Advice of Changes. (a) If any Takeover Law may become, or may purport to be, applicable to the Transactions, each of Parent and the Company and the members of their respective Boards of Directors shall use their respective reasonable best efforts to grant such approvals and take such actions as are necessary so that the transactions contemplated by this Agreement Transactions may be consummated as promptly as practicable on the terms and conditions contemplated hereby and otherwise act to lawfully eliminate the effect of any Takeover Law on any of the Transactions.

Appears in 10 contracts

Samples: Agreement and Plan of Merger (RayzeBio, Inc.), Agreement and Plan of Merger (Turning Point Therapeutics, Inc.), Agreement and Plan of Merger (Antares Pharma, Inc.)

Takeover Laws; Advice of Changes. (a) If any Takeover Law may become, or may purport to be, applicable to the Transactionstransactions contemplated in this Agreement, each of Parent and the Company and the members of their respective Boards of Directors shall use their respective reasonable best efforts to will grant such approvals and take such actions as are necessary so that the transactions contemplated by this Agreement may be consummated as promptly as practicable practicable, and in any event prior to the Termination Date, on the terms and conditions contemplated hereby and thereby and otherwise act to lawfully eliminate the effect of any Takeover Law on any of the Transactionstransactions contemplated by this Agreement.

Appears in 10 contracts

Samples: Agreement and Plan of Merger (Cuseeme Networks Inc), Agreement and Plan of Merger (Cuseeme Networks Inc), Ii Agreement and Plan of Reorganization (Titan Corp)

Takeover Laws; Advice of Changes. (a) If any Takeover Law may become, becomes or may purport is deemed to be, be applicable to the TransactionsCompany, the Merger or any other transaction contemplated by this Agreement or the Voting Agreements, then each of Parent and the Company and the members of their respective Boards Board of Directors of the Company shall use their respective reasonable best efforts to grant such approvals and take such actions as are necessary so that the transactions contemplated by this Agreement hereby may be consummated as promptly as practicable on the terms and conditions contemplated hereby and otherwise act to lawfully eliminate the effect of any render such Takeover Law on any of inapplicable to the Transactionsforegoing.

Appears in 5 contracts

Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (RR Donnelley & Sons Co), Agreement and Plan of Merger (COURIER Corp)

Takeover Laws; Advice of Changes. (a) If any Takeover Law may become, or may purport to be, applicable to the Transactionstransactions contemplated in this Agreement, each of Parent and the Company and the members of their respective Boards boards of Directors shall use their respective reasonable best efforts to directors will grant such approvals and take such actions as are necessary so that the transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms and conditions contemplated hereby and thereby and otherwise act to lawfully eliminate the effect of any Takeover Law on any of the Transactionstransactions contemplated by this Agreement.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Anadys Pharmaceuticals Inc), Ii Agreement and Plan of Merger (Cubic Corp /De/), Agreement and Plan of Merger (Ecc International Corp)

Takeover Laws; Advice of Changes. (a) If any Takeover Law may become, or may purport to be, applicable to the Transactionstransactions contemplated in this Agreement, each of Parent and the Company and the members of their respective Boards its Board of Directors shall use their respective reasonable best efforts to will grant such approvals and take such actions as are necessary so that the transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms and conditions contemplated hereby and thereby and otherwise act to lawfully eliminate the effect of any Takeover Law on any of the Transactionstransactions contemplated by this Agreement.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Amgen Inc), Agreement and Plan of Merger (Onyx Pharmaceuticals Inc), Agreement and Plan of Merger (Amgen Inc)

Takeover Laws; Advice of Changes. (a) If any Takeover Law may become, or may purport to be, applicable to the Transactions, each of Parent and the Company and the members of their respective Boards of Directors shall use their respective reasonable best efforts to grant such approvals and take such actions as are necessary so that the transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms and conditions contemplated hereby and otherwise act to lawfully eliminate the effect of any Takeover Law on any of the Transactions.such

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Enel Green Power North America, Inc.), Agreement and Plan of Merger (Enernoc Inc)

Takeover Laws; Advice of Changes. (a) If any Takeover Law may become, or may purport to be, applicable to the Transactionstransactions contemplated in this Agreement, each of Parent and the Company and the members of their respective Boards of Directors shall use their respective reasonable best efforts to grant such approvals and take such actions as are necessary so that the transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms and conditions contemplated hereby and otherwise act to lawfully eliminate the effect of any Takeover Law on any of the Transactionstransactions contemplated by this Agreement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Hastings Entertainment Inc), Agreement and Plan of Merger (Hot Topic Inc /Ca/)

Takeover Laws; Advice of Changes. (a) If any Takeover Law may become, or may purport to be, applicable to the Transactions, each of Parent and the Company and the members of their respective Boards boards of Directors directors or authorized committees thereof shall use their respective reasonable best efforts to grant such approvals and take such actions as are necessary so that the transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms and conditions contemplated hereby and otherwise act to lawfully eliminate the effect of any Takeover Law on any of the Transactions.

Appears in 1 contract

Samples: Agreement and Plan of Merger (F-Star Therapeutics, Inc.)

Takeover Laws; Advice of Changes. (a) If any Takeover Law may become, is or may purport to be, become applicable to the TransactionsMerger or any other transaction contemplated by this Agreement or the Voting Agreement, then each of Parent and the Company and the members of their respective Boards of Directors Company Board shall use their respective reasonable best efforts to grant such approvals and take such actions as are necessary so that the transactions contemplated by this Agreement hereby may be consummated as promptly as practicable on the terms contemplated by this Agreement and conditions contemplated hereby the Voting Agreement and otherwise act to lawfully eliminate (or to the effect extent elimination is not possible, minimize) the effects of any such Takeover Law on any of the Transactionsforegoing.

Appears in 1 contract

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

Takeover Laws; Advice of Changes. (a) If any Takeover Law may become, or may purport to be, applicable to the Contemplated Transactions, each of Parent and the Company and the members of their respective Boards boards of Directors directors shall use their respective reasonable best efforts to grant such approvals and take such actions as are necessary so that the transactions contemplated by this Agreement Contemplated Transactions may be consummated as promptly as practicable on the terms and conditions contemplated hereby and otherwise act to lawfully eliminate the effect of any Takeover Law on any of the Contemplated Transactions.

Appears in 1 contract

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

Takeover Laws; Advice of Changes. (a) If any Takeover Law may become, or may purport to be, applicable to the Transactionstransactions contemplated in this Agreement or the Support Agreements, each of Parent and the Company and the members of their respective Boards of Directors shall use their respective reasonable best efforts to grant such approvals and take such actions as are necessary so that the transactions contemplated by this Agreement or the Support Agreements may be consummated as promptly as practicable on the terms and conditions contemplated hereby and otherwise act to lawfully eliminate the effect of any Takeover Law on any of the Transactionstransactions contemplated by this Agreement or the Support Agreements.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Greenway Medical Technologies Inc)

Takeover Laws; Advice of Changes. (a) If any Takeover Law may become, or may purport to be, applicable to the Transactions, each of Parent and Parent, the Company and the members of their respective Boards Board of Directors shall use their respective reasonable best efforts to of the Company will grant such approvals and take such actions as are necessary so that the transactions contemplated by this Agreement Transactions may be consummated as promptly as practicable on the terms and conditions contemplated hereby and otherwise act to lawfully eliminate the effect of any Takeover Law on any of the Transactions.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Genoptix Inc)

Takeover Laws; Advice of Changes. (a) If any Takeover Law may become, or may purport to be, applicable to the Transactionstransactions contemplated in this Agreement, each of Parent and the Company and the members of their respective Boards of Directors shall use their respective reasonable best efforts to grant such approvals and take such actions as are necessary so that the transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms and conditions contemplated hereby and otherwise act to lawfully eliminate the effect of any Takeover Law on any of the Transactionstransactions contemplated by this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Websense Inc)

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Takeover Laws; Advice of Changes. (a) If any Takeover Law may become, becomes or may purport is deemed to be, be applicable to the TransactionsCompany, Parent, Purchaser, the Offer, the Merger or any other transaction contemplated by this Agreement, then each of Parent the Company, Parent, Purchaser, and the Company and the members of their respective Boards Board of Directors shall use their respective reasonable best efforts to grant such approvals and take such actions as are necessary so that the transactions contemplated by this Agreement hereby may be consummated as promptly as practicable on the terms and conditions contemplated hereby and otherwise act to lawfully eliminate the effect of any render such Takeover Law on any of inapplicable to the Transactionsforegoing.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Pitney Bowes Inc /De/)

Takeover Laws; Advice of Changes. (a) If any Takeover Law may become, or may purport to be, applicable to the Transactions, each of Parent and the Company and the members of their respective Boards boards of Directors directors shall use their respective reasonable best efforts to grant such approvals and take such actions as are necessary so that the transactions contemplated by this Agreement Transactions may be consummated as promptly as practicable on the terms and conditions contemplated hereby and otherwise act to lawfully eliminate the effect of any Takeover Law on any of the Transactions.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Cornerstone OnDemand Inc)

Takeover Laws; Advice of Changes. (a) If any Takeover Law may become, or may purport to be, applicable to the Transactions, each of Parent and the Company and the members of their respective Boards boards of Directors directors shall use their respective reasonable best efforts take all action necessary to grant such approvals and take such actions as are necessary so that the transactions contemplated by this Agreement Transactions may be consummated as promptly as practicable on the terms and conditions contemplated hereby and otherwise act to lawfully eliminate the effect of any Takeover Law on any of the Transactions.

Appears in 1 contract

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

Takeover Laws; Advice of Changes. (a) If any Takeover Law may become, or may purport to be, applicable to the Offer, the Merger or any of the other Transactions, each of Parent and the Company and the members of their respective Boards boards of Directors directors shall use their respective reasonable best efforts to grant such approvals and take such actions as are necessary so that the transactions contemplated by this Agreement Offer, the Merger and the other Transactions may be consummated as promptly as practicable on the terms and conditions contemplated hereby and otherwise act to lawfully eliminate the effect of any Takeover Law on any of the Offer, the Merger or the other Transactions.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Oyster Point Pharma, Inc.)

Takeover Laws; Advice of Changes. (a) If any Takeover Law may become, or may purport to be, applicable to the Transactionstransactions contemplated in this Agreement, each of Parent Buyer and the Company and the members of their respective Boards of Directors shall use their respective reasonable best efforts to grant such approvals and take such actions as are necessary so that the transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms and conditions contemplated hereby and otherwise act to lawfully eliminate the effect of any Takeover Law on any of the Transactionstransactions contemplated by this Agreement.

Appears in 1 contract

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

Takeover Laws; Advice of Changes. (a) If any Takeover Law may become, or may purport to be, applicable to the Offer, the Merger or any of the other Transactions, each of Parent and the Company and the members of their respective Boards of Directors shall use their respective reasonable best efforts to grant such approvals and take such actions as are necessary so that the transactions contemplated by this Agreement Offer, the Merger and the other Transactions may be consummated as promptly as practicable on the terms and conditions contemplated hereby and otherwise act to lawfully eliminate the effect of any Takeover Law on any of the Offer, the Merger or the other Transactions.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Dova Pharmaceuticals Inc.)

Takeover Laws; Advice of Changes. (a) If any Takeover Law may become, or may purport to be, applicable to the Transactions, each of Parent and the Company and the members of their respective Boards boards of Directors directors shall use their respective reasonable best efforts to grant such approvals and take such actions as are necessary so that the transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms and conditions contemplated hereby and otherwise act to lawfully eliminate the effect of any Takeover Law on any of the Transactions.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Senomyx Inc)

Takeover Laws; Advice of Changes. (a) If any Takeover Law may become, or may purport to be, applicable to the Transactions, each of Parent and the Company and the members of their respective Boards boards of Directors directors or authorized committee thereof shall use their respective reasonable best efforts to grant such approvals and take such actions as are necessary so that the transactions contemplated by this Agreement Transactions may be consummated as promptly as practicable on the terms and conditions contemplated hereby and otherwise act to lawfully eliminate the effect of any Takeover Law on any of the Transactions.

Appears in 1 contract

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

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