Common use of Takeover Laws; Rights Plans Clause in Contracts

Takeover Laws; Rights Plans. (i) It has taken all action required to be taken by it in order to exempt this Agreement and the Stock Option Agreement and the transactions contemplated hereby and thereby from, and this Agreement and the Stock Option Agreement and the transactions contemplated hereby and thereby are exempt from, the requirements of any "moratorium", "control share", "fair price" or other anti-takeover laws and regulations (collectively, "Takeover Laws") of (i) the State of Connecticut in the case of the representations and warranties of the Company, including Sections 33-841 and 33-844 of the CBCA, and (ii) the State of Virginia in the case of the representations and warranties of Dana, xxxxuding Sections 13.1-725, 13.1-726 and 13.1-728 of the Virginia Stock Corporation Act. (ii) In the case of the representations and warranties of the Company, it has (A) duly entered into an appropriate amendment to the Company Rights Agreement which amendment has been provided to Dana axx (B) taken all other action necessary or appropriate so that the entering into of this Agreement and the Stock Option Agreement, and the consummation of the transactions contemplated hereby and thereby (including the Merger) do not and will not result in the ability of any person to exercise any Rights under the Company Rights Agreement or enable or require the Company Rights to separate from the shares of Company Common Stock to which they are attached or to be triggered or become exercisable and the Company Rights Agreement will expire immediately prior to the Effective Time, and the Company Rights Agreement, as so amended, has not been further amended or modified except in accordance herewith. Copies of such amendments to the Company Rights Agreement have been previously provided to Dana. (iii) In the case of the representations and warranties of the Company, no "Distribution Date" or "Stock Acquisition Date" (as such terms are defined in the Company Rights Plan) has occurred.

Takeover Laws; Rights Plans. (i1) It has taken all action required to be taken by it in order to opt out or exempt this Agreement Plan and the relevant Stock Option Agreement Agreement, and the transactions contemplated hereby and thereby thereby, from, and this Agreement Plan and the relevant Stock Option Agreement and the transactions contemplated hereby and thereby are exempt from, the requirements of any "business combination," "moratorium," ", disgorgement," "control share", "fair price," or other anti-takeover applicable antitakeover laws and regulations (collectively, "Takeover Laws") of (i) the State Commonwealth of Connecticut in Pennsylvania, including Chapter 25 of the BCL. In the case of the representations and warranties of Meridian, the Company, including Sections 33Plan has been approved by greater than 66-841 and 33-844 2/3% of the CBCAmembers of the Meridian Board of Directors, and (ii) the State provisions of Virginia in Articles Eleventh and Sixteenth of Meridian's Articles of Incorporation requiring a supermajority vote do not and will not apply to this Plan or the case of Meridian Stock Option Agreement, the representations and warranties of Dana, xxxxuding Sections 13.1-725, 13.1-726 and 13.1-728 of Merger or the Virginia Stock Corporation Acttransactions contemplated hereby or thereby. (ii2) In the case of the representations and warranties of the CompanyMeridian, it has (Ai) duly entered into an appropriate amendment to the Company Meridian Rights Agreement which amendment has been provided to Dana axx in substantially the form of Exhibit C, and (Bii) taken all other action necessary or appropriate so that that, the entering into of this Agreement Plan and the Stock Option Agreement, Agreements and the consummation completion of the transactions contemplated hereby and thereby (including without limitation the MergerMerger and the exercise of the Option (as defined in the relevant Stock Option Agreement)) do not and will not result in the ability of any person to exercise any Rights rights under the Company Meridian Rights Agreement Agreement, or enable or require the Company Meridian Rights to separate from the shares of Company Common Stock common stock to which they are attached or to be triggered or become exercisable and the Company Rights Agreement will expire immediately prior to the Effective Time, and the Company Rights Agreement, as so amended, has not been further amended or modified except in accordance herewith. Copies of such amendments to the Company Rights Agreement have been previously provided to Danaexercisable. (iii3) In the case of the representations and warranties of the CompanyMeridian, no "Distribution Date," or "Stock Acquisition Date" or "Triggering Event" (as such terms are defined in the Company Meridian Rights PlanAgreement) has occurred.

Takeover Laws; Rights Plans. (i1) It has taken all action required to be taken by it in order to exempt this Plan, the relevant Stock Option Agreement and the Stock Option Agreement Voting and Support Agreement, and the transactions contemplated hereby and thereby thereby, from, and this Plan, the Voting and Support Agreement and the relevant Stock Option Agreement and the transactions contemplated hereby and thereby are exempt from, the requirements of any "moratorium", "control share", "fair price" or other anti-takeover laws and regulations (collectively, "Takeover Laws") of the States (i) the State of Connecticut North Carolina in the case of the representations and warranties of the CompanyFUNC, including Sections 33-841 Articles 9 and 33-844 9A of the CBCANCBCA, and (ii) the State of Virginia New Jersey in the case of the representations and warranties of DanaFFB, xxxxuding Sections 13.1-725, 13.1-726 and 13.1-728 including Article 14A:10A of the Virginia Stock Corporation ActNJBCA. (ii2) In It has (i) in the case of the representations and warranties of the CompanyFFB, it has (A) duly entered into an appropriate amendment to the Company FFB Rights Agreement which in substantially the form of Exhibit D, (ii) in the case of the representations and warranties of FUNC, duly entered into an amendment has been provided to Dana axx the FUNC Rights Agreement in substantially the form of Exhibit E and (Biii) taken all other action necessary or appropriate so that that, the entering into of this Agreement Plan and the Stock Option Agreements (and, in the case of the representations and warranties of FFB, the Voting and Support Agreement), and the consummation of the transactions contemplated hereby and thereby (including without limitation the MergerMerger and the exercise of the Option (as defined in the relevant Stock Option Agreement)) do not and will not result in the ability of any person to exercise any Rights under under, in the Company case of FFB, the FFB Rights Agreement Agreement, and in the case of FUNC, the FUNC Rights Agreement, or enable or require in the Company case of FFB, the FFB Rights and in the case of FUNC, the FUNC Rights, to separate from the shares of Company Common Stock common stock to which they are attached or to be triggered or become exercisable and the Company Rights Agreement will expire immediately prior to the Effective Time, and the Company Rights Agreement, as so amended, has not been further amended or modified except in accordance herewith. Copies of such amendments to the Company Rights Agreement have been previously provided to Danaexercisable. (iii3) In the case of the representations and warranties of the CompanyFFB, no "Distribution Date", "Shares Acquisition Date" or "Trigger Event" (as such terms are defined in the FFB Rights Plan) has occurred; and, in the case of the representations and warranties of FUNC, no "Separation Time", "Stock Acquisition Date" or "Flip-in Date" (as such terms are defined in the Company FUNC Rights PlanAgreement) has occurred.

Takeover Laws; Rights Plans. (ia) It In the case of the Company, it has taken all action required to be taken by it in order to opt out or exempt this Agreement and the Stock Option Agreement Agreement, and the transactions contemplated hereby and thereby thereby, from, and this Agreement and the Stock Option Agreement and the transactions contemplated hereby and thereby are exempt from, the requirements of any "business combination," "moratorium," ", disgorgement," "control share", "fair price," or other anti-takeover applicable antitakeover laws and regulations (collectively, "Takeover Laws") of (i) the State Commonwealth of Connecticut in the case Pennsylvania, including Chapter 25 of the representations and warranties of the Company, including Sections 33-841 and 33-844 of the CBCA, and (ii) the State of Virginia in the case of the representations and warranties of Dana, xxxxuding Sections 13.1-725, 13.1-726 and 13.1-728 of the Virginia Stock Corporation ActPBCL. (iib) In the case of the representations and warranties of the Company, it has (A) duly entered into an appropriate amendment to the Company Rights Agreement which amendment has been provided in form and substance satisfactory to Dana axx (B) Acquiror and the Company, and taken all other action necessary or appropriate appropriate, so that the entering into of this Agreement and the Stock Option Agreement, Agreement and the consummation completion of the transactions contemplated hereby and thereby (including without limitation the MergerMerger and the exercise of the option (as defined in the Stock Option Agreement)) do not and will not result in the ability of any person Person to exercise any Rights rights under the Company Rights Agreement Agreement, or enable or require the Company Rights to separate from the shares of Company Common Stock common stock to which they are attached or to be triggered or become exercisable and the Company Rights Agreement will expire immediately prior to the Effective Time, and the Company Rights Agreement, as so amended, has not been further amended or modified except in accordance herewith. Copies of such amendments to the Company Rights Agreement have been previously provided to Danaexercisable. (iiic) In the case of the representations and warranties of the Company, no "Distribution Date," or "Stock Acquisition Date," "Section 11(a)(ii) Trigger Date," or "Triggering Event" (as such terms are defined in the Company Rights PlanAgreement) has occurred. (d) In the case of the Acquiror, Acquiror has not entered into any agreement of similar effect as the Company Rights Agreement.

Takeover Laws; Rights Plans. (ia) It has taken all action required If any Takeover Law may become, or may purport to be taken by it in order be, applicable to exempt this Agreement and the Stock Option Agreement and the transactions contemplated hereby and thereby fromin this Agreement, and this Agreement each of Parent and the Stock Option Agreement Company and the members of their respective Boards of Directors, to the extent permissible under applicable Legal Requirements, 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, and in any event prior to the Termination Date, on the terms and conditions contemplated hereby and thereby are exempt fromotherwise, to the requirements extent permissible under applicable Legal Requirements, act to eliminate the effect of any "moratorium", "control share", "fair price" or other anti-takeover laws and regulations (collectively, "Takeover Laws") of (i) the State of Connecticut in the case of the representations and warranties of the Company, including Sections 33-841 and 33-844 of the CBCA, and (ii) the State of Virginia in the case of the representations and warranties of Dana, xxxxuding Sections 13.1-725, 13.1-726 and 13.1-728 of the Virginia Stock Corporation Act. (ii) In the case of the representations and warranties of the Company, it has (A) duly entered into an appropriate amendment to the Company Rights Agreement which amendment has been provided to Dana axx (B) taken all other action necessary or appropriate so that the entering into of this Agreement and the Stock Option Agreement, and the consummation Law on any of the transactions contemplated hereby and thereby by this Agreement. (including b) The Company shall not take any actions to (i) redeem the Merger) do not and will not result in the ability of any person to exercise any Company Stock Rights under associated with the Company Rights Agreement or enable or require Plan, (ii) amend the Company Rights Plan or (iii) take any action which would allow any "Person" (as defined in the Company Rights Plan) other than Parent, Merger Sub or any AngioDynamics Corporation to separate from become a "Beneficial Owner" (for purposes of this Section, as defined in the Company Rights Plan) of 15% or more of the outstanding shares of Company Common Stock to which they are attached without causing a "Shares Acquisition Date," or to be triggered or become exercisable and the Company Rights Agreement will expire immediately prior to the Effective Time, and the Company Rights Agreement, as so amended, has not been further amended or modified except in accordance herewith. Copies of such amendments to the Company Rights Agreement have been previously provided to Dana. (iii) In the case of the representations and warranties of the Company, no a "Distribution Date" (as each such term is defined in the Company Rights Plan) to occur. The Board of Directors of the Company shall not make a determination that Parent, Merger Sub or any of their respective "Affiliates" or "Stock Acquisition DateAssociates" (as such terms are defined in the Company Rights Plan) has occurredis an "Acquiring Person" for purposes of the Company Rights Plan.

Takeover Laws; Rights Plans. (i) It has taken all action required to be taken by it in order to exempt this Agreement and the Stock Option Agreement Agreements and the transactions contemplated hereby and thereby from, and this Agreement and the Stock Option Agreement Agreements and the transactions contemplated hereby and thereby are exempt from, the requirements of any "moratorium", ," "control share", ," "fair price" or other anti-takeover laws and regulations (collectively, "Takeover Laws") of (i) the State of Connecticut in the case of the representations and warranties of the Company, including Sections 33-841 and 33-844 of the CBCA, and (ii) the State of Virginia in the case of the representations and warranties of Dana, xxxxuding Sections 13.1-725, 13.1-726 and 13.1-728 of the Virginia Stock Corporation ActCalifornia. (ii) In the case of the representations and warranties of the CompanyMCB, it has (A) duly entered into approved an appropriate amendment to the Company MCB Shareholder Rights Agreement which amendment has been provided to Dana axx and (B) taken all other action necessary or appropriate so that the entering into of this Agreement and the Stock Option Agreement, and the consummation of the transactions contemplated hereby and thereby (including including, without limitation, the MergerReorganization) do not and will not result in the ability of any person to exercise any Rights under Rights, as defined in the Company MCB Shareholder Rights Agreement (the "MCB Rights"), or enable or require the Company MCB Rights to separate from the shares of Company MCB Common Stock to which they are attached or to be triggered or become exercisable and the Company Rights Agreement will expire immediately prior to the Effective Time, and the Company Rights Agreement, as so amended, has not been further amended or modified except in accordance herewith. Copies of such amendments to the Company Rights Agreement have been previously provided to Danaexercisable. (iii) In the case of the representations and warranties of the CompanyMCB, no "Distribution Date" or "Stock Shares Acquisition Date" (as such terms are defined in the Company MCB Shareholder Rights Plan) has occurred, and the "Final Expiration Date" (as such term is defined in the MCB Rights Plan) is January 30, 2009.

Takeover Laws; Rights Plans. (i) It has taken all action required to be taken by it in order to exempt this Agreement and the Stock Option Agreement Agreements and the transactions contemplated hereby and thereby from, and this Agreement and the Stock Option Agreement Agreements and the transactions contemplated hereby and thereby are exempt from, the requirements of any "moratorium", ," "control share", ," "fair price" or other anti-takeover defense laws and regulations (collectively, "Takeover Laws") of (i) the State of Connecticut in the case of the representations and warranties of the CompanyMaryland, including Sections 333-841 and 33601 to 3-844 603 of the CBCA, MGCL. It has taken all action required to waive any excess share or similar ownership limitations in its charter with regard to the other party for the transactions contemplated by this Agreement and (ii) the State of Virginia in the case of the representations and warranties of Dana, xxxxuding Sections 13.1-725, 13.1-726 and 13.1-728 of the Virginia Stock Corporation ActOption Agreement. (ii) In the case of the representations and warranties of the CompanyBay, it has (A) duly entered into an appropriate amendment to the Company Rights Agreement which amendment has been provided to Dana axx (B) taken all other action necessary or appropriate so that the entering into of this Agreement and the Stock Option AgreementAgreements, and the consummation of the transactions contemplated hereby and thereby (including the Merger) and thereby, do not and will not result in the ability of any person to exercise any Bay Rights under the Company Bay Rights Agreement or enable or require the Company Bay Rights to separate from the shares of Company Bay Common Stock to which they are attached or to be triggered or become exercisable and the Company Rights Agreement will expire immediately prior to the Effective Time, and the Company Rights Agreement, as so amended, has not been further amended or modified except in accordance herewith. Copies of such amendments to the Company Rights Agreement have been previously provided to Danaexercisable. (iii) In the case of the representations Bay, there is no "Acquiring Person", and warranties of the Company, no "Distribution Date" or "Stock Acquisition Date" (as such terms are defined in the Company Bay Rights PlanAgreement) has occurred.

Takeover Laws; Rights Plans. (i) It has taken all action required to be taken by it in order to exempt this Agreement and the Stock Option Agreement and the transactions contemplated hereby and thereby from, and this Agreement and the Stock Option Agreement and the transactions contemplated hereby and thereby are exempt from, the requirements of any "moratorium", "control share", "fair price" or other anti-takeover laws and regulations (collectively, "Takeover Laws") of (i) the State of Connecticut in the case of the representations and warranties of the Company, including Sections 33-841 and 33-844 of the CBCA, and (ii) the State of Virginia in the case of the representations and warranties of Dana, xxxxuding including Sections 13.1-725, 13.1-726 and 13.1-728 of the Virginia Xxxxinia Stock Corporation Act. (ii) In the case of the representations and warranties of the Company, it has (A) duly entered into an appropriate amendment to the Company Rights Agreement which amendment has been provided to Dana axx and (B) taken all other action necessary or appropriate so that xxxx the entering into of this Agreement and the Stock Option Agreement, and the consummation of the transactions contemplated hereby and thereby (including the Merger) do not and will not result in the ability of any person to exercise any Rights under the Company Rights Agreement or enable or require the Company Rights to separate from the shares of Company Common Stock to which they are attached or to be triggered or become exercisable and the Company Rights Agreement will expire immediately prior to the Effective Time, and the Company Rights Agreement, as so amended, has not been further amended or modified except in accordance herewith. Copies of such amendments to the Company Rights Agreement have been previously provided to Dana. (iii) In the case of the representations and warranties anx xxrranties of the Company, no "Distribution Date" or "Stock Acquisition Date" (as such terms are defined in the Company Rights Plan) has occurred.