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. (b) The Company will give prompt notice to Parent (and will subsequently keep the other informed on a current basis of any developments related to such notice) upon its becoming aware of the occurrence or existence of any fact, event or circumstance that (i) has had or would reasonably be expected to result in any Material Adverse Effect with respect to it and (ii) is reasonably likely to result in any of the conditions set forth in Section 7 or Annex I not being able to be satisfied prior to the End Date. Parent will give prompt notice to the Company (and will subsequently keep the other informed on a current basis of any developments related to such notice) upon its becoming aware of the occurrence or existence of any fact, event or circumstance that (i) has had or would reasonably be expected to have a Parent Material Adverse Effect or (ii) is reasonably likely to result in any of the conditions set forth in Section 7 not being able to be satisfied prior to the End Date.

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. (b) The Each of the Company and Parent will give prompt notice to Parent the other (and will subsequently keep the other informed on a current basis of any material developments related to such notice) upon its becoming aware of the occurrence or existence of any fact, event or circumstance that (i) has has, (x) with respect to the Company, had or would reasonably be expected to result in any Company Material Adverse Effect and (y) with respect to it and (ii) is reasonably likely to result in any of the conditions set forth in Section 7 Parent, Merger Sub or Annex I not being able to be satisfied prior to the End Date. Parent will give prompt notice to the Company (and will subsequently keep the other informed on a current basis of any developments related to such notice) upon its becoming aware of the occurrence or existence of any factMerger LLC, event or circumstance that (i) has had or would reasonably be expected to have a Parent Material Adverse Effect or (ii) is reasonably likely to result in any of the conditions set forth in Section 7 Article VII not being able to be satisfied prior to the End Date.

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. (b) The Company will shall give prompt notice to Parent (and will shall subsequently keep the other Parent informed on a current basis of any developments related to such notice) upon its becoming aware of the occurrence or existence of any fact, event or circumstance that (i) has had or would reasonably be expected to result in any Material Adverse Effect with respect to it and (ii) is reasonably likely to result in any of the conditions set forth in Section 7 or Annex I not being able to be satisfied prior to the End Date. Parent will shall give prompt notice to the Company (and will shall subsequently keep the other Company informed on a current basis of any developments related to such notice) upon its becoming aware of the occurrence or existence of any fact, event or circumstance that (i) has had or would reasonably be expected to have a Parent Material Adverse Effect or (ii) is reasonably likely to result in any of the conditions set forth in Section 7 not being able to be satisfied prior to the End Date.

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. (b) The Company will shall give prompt notice to Parent (and will shall subsequently keep the other Parent informed on a current basis of any developments related to such notice) upon its becoming aware of the occurrence or existence of any fact, event or circumstance that (i) has had or would reasonably be expected to result in any Material Adverse Effect with respect to it and (ii) is reasonably likely to result in any of the conditions set forth in Section 7 Article VII or Annex I not being able to be satisfied prior to the End Date. Parent will shall give prompt notice to the Company (and will shall subsequently keep the other Company informed on a current basis of any developments related to such notice) upon its becoming aware of the occurrence or existence of any fact, event or circumstance that (i) has had or would reasonably be expected to have a Parent Material Adverse Effect or (ii) is reasonably likely to result in any of the conditions set forth in Section 7 Article VII not being able to be satisfied prior to the End Date.

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. (b) The Each of the Company and Parent will give prompt notice to Parent the other (and will subsequently keep the other informed on a current basis of any developments related to such notice) upon its becoming aware of the occurrence or existence of any fact, event or circumstance that (i) has has, (x) with respect to the Company, had or would reasonably be expected to result in any Material Adverse Effect with respect to it and (y) with respect to Parent or Purchaser, had or would reasonably be expected to have any material adverse effect with respect to the ability of Parent or Purchaser to consummate the Transactions, (ii) would cause or constitute a material breach of any of its representations, warranties or covenants contained herein or (iii) is reasonably likely to result in any of the conditions set forth in Section 7 or in Annex I not being able to be satisfied prior to the End Date. Parent will give prompt notice to the Company (and will subsequently keep the other informed on a current basis of any developments related to such notice) upon its becoming aware of the occurrence or existence of any fact, event or circumstance that (i) has had or would reasonably be expected to have a Parent Material Adverse Effect or (ii) is reasonably likely to result in any of the conditions set forth in Section 7 not being able to be satisfied prior to the End Date.

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. (b) The Each of the Company and Parent will give prompt notice to Parent the other (and will subsequently keep the other informed on a current basis of any developments related to such notice) upon its becoming aware of the occurrence or existence of any fact, event or circumstance that (i) has had or would is reasonably be expected likely to result in any Material Adverse Effect with respect to it on the Acquired Corporations or on Parent and its Subsidiaries, respectively, (ii) would cause or constitute a breach of any representations, warranties or covenants contained herein or (iii) is reasonably likely to result in any of the conditions set forth in Section 7 or Annex I 6 not being able to be satisfied prior to the End Date. Parent will give prompt notice to the Company (and will subsequently keep the other informed on a current basis of any developments related to such notice) upon its becoming aware of the occurrence or existence of any fact, event or circumstance that (i) has had or would reasonably be expected to have a Parent Material Adverse Effect or (ii) is reasonably likely to result in any of the conditions set forth in Section 7 not being able to be satisfied prior to the End Termination Date.

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. (b) The Each of the Company and Parent will give prompt notice to Parent the other (and will subsequently keep the other informed on a current basis of any material developments related to such notice) upon its becoming aware of the occurrence or existence of any fact, event or circumstance that (i) has has, (x) with respect to the Company, had or would reasonably be expected to result in any Material Adverse Effect with respect to it and (iiy) is reasonably likely with respect to result in any of the conditions set forth in Section 7 Parent or Annex I not being able to be satisfied prior to the End Date. Parent will give prompt notice to the Company (and will subsequently keep the other informed on a current basis of any developments related to such notice) upon its becoming aware of the occurrence or existence of any factPurchaser, event or circumstance that (i) has had or would reasonably be expected to have a any material adverse effect with respect to the ability of Parent Material Adverse Effect or Purchaser to consummate the Offer, the Merger or any other transaction contemplated herein, or (ii) is reasonably likely to result in any of the conditions set forth in Section Article 7 or in Annex I not being able to be satisfied prior to the End Date.

Takeover Laws; Advice of Changes. (a) If any Takeover Law may become, “moratorium,” “control share acquisition,” “fair price,” “supermajority,” “affiliate transactions,” or may purport “business combination statute or regulation” or other similar state anti-takeover law or regulation becomes or 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 render such law or regulation inapplicable to the effect of any Takeover Law on any of the Transactionsforegoing. (b) The Each of the Company and Parent will give prompt notice to Parent the other (and will subsequently keep the other informed on a current basis of any material developments related to such notice) upon its becoming aware of the occurrence or existence of any fact, event or circumstance that (ii)(x) with respect to the Company, has had or would reasonably be expected to result in any Company Material Adverse Effect with respect to it and (iiy) is reasonably likely with respect to result in any of the conditions set forth in Section 7 Parent or Annex I not being able to be satisfied prior to the End Date. Parent will give prompt notice to the Company (and will subsequently keep the other informed on a current basis of any developments related to such notice) upon its becoming aware of the occurrence or existence of any factPurchaser, event or circumstance that (i) has had or would reasonably be expected to have a Parent Material Adverse Effect or (ii) is reasonably likely to result in any of the conditions set forth in Section 7 Article VII or Annex I not being able to be satisfied prior to the End Date.

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. (b) The Each of the Company and Parent will give prompt notice to Parent the other (and will subsequently keep the other informed on a current basis of any developments related to such notice) upon its becoming aware of the occurrence or existence of any fact, event or circumstance that (i) has had or would is reasonably be expected likely to result in any Material Adverse Effect with respect to it and it, (ii) would cause or constitute a breach of any representations, warranties or covenants contained herein or (iii) is reasonably likely to result in any of the conditions set forth in Section 7 or in Annex I not being able to be satisfied prior to the End Date. Parent will give prompt notice to the Company (and will subsequently keep the other informed on a current basis of any developments related to such notice) upon its becoming aware of the occurrence or existence of any fact, event or circumstance that (i) has had or would reasonably be expected to have a Parent Material Adverse Effect or (ii) is reasonably likely to result in any of the conditions set forth in Section 7 not being able to be satisfied prior to the End Termination Date.

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. (b) The Each of the Company and Parent will give prompt notice to Parent the other (and will subsequently keep the other informed on a current basis of any developments related to such notice) upon its becoming aware of the occurrence or existence of any fact, event or circumstance that (i) has had or would is reasonably be expected likely to result in any Material Adverse Effect with respect to it and it, (ii) would cause or constitute a breach of any representations, warranties or covenants contained herein or (iii) is reasonably likely to result in any of the conditions set forth in Section 7 or Annex in ANNEX I not being able to be satisfied prior to the End Date. Parent will give prompt notice to the Company (and will subsequently keep the other informed on a current basis of any developments related to such notice) upon its becoming aware of the occurrence or existence of any fact, event or circumstance that (i) has had or would reasonably be expected to have a Parent Material Adverse Effect or (ii) is reasonably likely to result in any of the conditions set forth in Section 7 not being able to be satisfied prior to the End Effective Date.

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. (b) The Each of the Company and Parent will give prompt notice to Parent the other (and will subsequently keep the other informed on a current basis of any developments related to such notice) upon its becoming aware of the occurrence or existence of any fact, event or circumstance that (i) has had or would is reasonably be expected likely to result in any Material Adverse Effect with respect to it and it, (ii) would cause or constitute a breach of any representations, warranties or covenants contained herein or (iii) is reasonably likely to result in any of the conditions set forth in Section 7 or in Annex I not being able to be satisfied prior to the End Date. Parent will give prompt notice to the Company (and will subsequently keep the other informed on a current basis of any developments related to such notice) upon its becoming aware of the occurrence or existence of any fact, event or circumstance that (i) has had or would reasonably be expected to have a Parent Material Adverse Effect or (ii) is reasonably likely to result in any of the conditions set forth in Section 7 not being able to be satisfied prior to the End Effective Date.

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. (b) The Each of the Company and Parent will give prompt notice to Parent the other (and will subsequently keep the other informed on a current basis of any developments related to such notice) upon its becoming aware of the occurrence or existence of any fact, event or circumstance that (i) has has, (x) with respect to the Company, had or would reasonably be expected to result in any Material Adverse Effect with respect to it and (y) with respect to Parent or Purchaser, had or would reasonably be expected to have any material adverse effect with respect to the ability of Parent or Purchaser to consummate the Transactions, (ii) would cause or constitute a breach of any representations, warranties or covenants contained herein, or (iii) is reasonably likely to result in any of the conditions set forth in Section section 7 or in Annex I not being able to be satisfied prior to the End Date. Parent will give prompt notice to Effective Date or (iv) in the Company (and will subsequently keep the other informed on a current basis of any developments related to such notice) upon its becoming aware case of the occurrence or existence of any factCompany, event or circumstance that (i) has had or would reasonably be expected to have a Parent Material Adverse Effect or (ii) is reasonably likely to result in any of the conditions set forth type referred to in Section 7 not being able to be satisfied prior to the End Date8.1(i)(ii).

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. (b) The Company will give prompt notice to Parent Buyer (and will subsequently keep the other informed on a current basis of any developments related to such notice) upon its becoming aware of the occurrence or existence of any fact, event or circumstance that (i) has had or would reasonably be expected to result in any Material Adverse Effect with respect to it and (ii) is reasonably likely to result in any of the conditions set forth in Section 7 or Annex I Sections 6.1 and/or 6.2 not being able to be satisfied prior to the End Date. Parent Buyer will give prompt notice to the Company (and will subsequently keep the other informed on a current basis of any developments related to such notice) upon its becoming aware of the occurrence or existence of any fact, event or circumstance that (i) has had or would reasonably be expected to have a Parent Material Adverse Effect or (ii) is reasonably likely to result in any of the conditions set forth in Section 7 Sections 6.1 and/or 6.3 not being able to be satisfied prior to the End Date.

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. (b) The Each of the Company and Parent will give prompt notice to Parent the other (and will subsequently keep the other informed on a current basis of any developments related to such notice) upon its becoming aware of the occurrence or existence of any fact, event or circumstance that (i) has had or would is reasonably be expected likely to result in any Material Adverse Effect with respect to it and on the Acquired Corporations or on Parent, respectively, (ii) would cause or constitute a breach of any representations, warranties or covenants contained herein or (iii) is reasonably likely to result in any of the conditions set forth in Section 7 6 or in Annex I or Annex I II not being able to be satisfied prior to the End Date. Parent will give prompt notice to the Company (and will subsequently keep the other informed on a current basis of any developments related to such notice) upon its becoming aware of the occurrence or existence of any fact, event or circumstance that (i) has had or would reasonably be expected to have a Parent Material Adverse Effect or (ii) is reasonably likely to result in any of the conditions set forth in Section 7 not being able to be satisfied prior to the End Termination Date.

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. (b) The Each of the Company and Parent will give prompt notice to Parent the other (and will subsequently keep the other informed on a current basis of any developments related to such notice) upon its becoming aware of the occurrence or existence of any fact, event or circumstance that (i) has has, (x) with respect to the Company, had or would reasonably be expected to result in any Material Adverse Effect with respect to it and (y) with respect to Parent or Purchaser, had or would reasonably be expected to have any material adverse effect with respect to the ability of Parent or Purchaser to consummate the Transactions, (ii) would cause or constitute a breach of any of its representations, warranties or covenants contained herein or (iii) is reasonably likely to result in any of the conditions set forth in Section 7 or in Annex I not being able to be satisfied prior to the End Date. Parent will give prompt notice to the Company (and will subsequently keep the other informed on a current basis of any developments related to such notice) upon its becoming aware of the occurrence or existence of any fact, event or circumstance that (i) has had or would reasonably be expected to have a Parent Material Adverse Effect or (ii) is reasonably likely to result in any of the conditions set forth in Section 7 not being able to be satisfied prior to the End Date.

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. (b) The Each of the Company and Parent will give prompt notice to Parent the other party (and thereafter will subsequently keep the other party reasonably informed on a current basis of any material developments related to such notice) upon its becoming aware of the occurrence or existence of any fact, event or circumstance that that, (i) has has, (x) with respect to the Company, had or would reasonably be expected to result in any a Company Material Adverse Effect and (y) with respect to it and (ii) is reasonably likely to result in any of the conditions set forth in Section 7 Parent or Annex I not being able to be satisfied prior to the End Date. Parent will give prompt notice to the Company (and will subsequently keep the other informed on a current basis of any developments related to such notice) upon its becoming aware of the occurrence or existence of any factMerger Sub, event or circumstance that (i) has had or would reasonably be expected to have result in a Parent Material Adverse Effect or (ii) is reasonably likely to result in any of the conditions set forth in Section 7 Article VII not being able to be satisfied prior to the End Date.