Takeover Laws. The Company shall take all reasonable steps to exclude the applicability of, or to assist in any challenge by Parent or Merger Sub to the validity or applicability to the Merger or any other transaction contemplated by this Agreement of, any Takeover Laws.
Appears in 7 contracts
Samples: Merger Agreement, Merger Agreement (Motorola Mobility Holdings, Inc), Merger Agreement
Takeover Laws. The Company shall shall, upon the request of Parent or Purchaser, (a) take all reasonable steps to exclude the applicability of, or to assist in any challenge by Parent or Merger Sub to the validity or applicability to the Merger or any other transaction contemplated hereby of any Takeover Laws, and (b) assist in any challenge by Parent or Purchaser to the validity, or the applicability to the Offer, the Merger or any other transaction contemplated by this Agreement ofAgreement, of any Takeover Laws.
Appears in 6 contracts
Samples: Merger Agreement (Sirtris Pharmaceuticals, Inc.), Merger Agreement (Glaxosmithkline PLC), Merger Agreement (Glaxosmithkline PLC)
Takeover Laws. The Company shall shall, upon the request of Parent or Purchaser, take all reasonable steps to exclude the applicability of, or to assist in any challenge by Parent or Merger Sub Purchaser to the validity validity, or applicability to the Offer, the Merger or any other transaction contemplated by this Agreement of, any Takeover Laws.
Appears in 5 contracts
Samples: Merger Agreement (Oregon Steel Mills Inc), Tender Offer and Merger Agreement (Five Star Products Inc), Agreement and Plan of Merger (Evraz Group S.A.)
Takeover Laws. The Company shall shall, upon the request of Parent or Merger Sub, take all reasonable steps to exclude the applicability of, or to assist at Parent’s cost and expense in any challenge by Parent or Merger Sub to the validity or applicability to the Merger or any other transaction contemplated by this Agreement of, any Takeover Laws.
Appears in 4 contracts
Samples: Merger Agreement (Harrahs Entertainment Inc), Merger Agreement (American Real Estate Partners L P), Merger Agreement (Lear Corp)
Takeover Laws. The Company shall shall, upon the request of Parent or Merger Sub, take all reasonable steps to exclude the applicability of, or to assist in any challenge by Parent or Merger Sub to the validity or applicability to the Merger or any other transaction contemplated by this Agreement of, any Takeover Laws.
Appears in 2 contracts
Samples: Merger Agreement (3m Co), Merger Agreement (Cuno Inc)
Takeover Laws. The Company shall take all reasonable steps necessary to exclude the applicability ofof any "fair price," "moratorium," "control share acquisition," "business combination" or other similar anti-takeover statute or regulation enacted under any federal, state, local or foreign Law (collectively, "Takeover Laws"), or to assist in any challenge by Parent or Merger Sub to the validity or applicability of any Takeover Laws to the Merger or any other transaction contemplated by this Agreement of, any Takeover LawsAgreement.
Appears in 2 contracts
Samples: Merger Agreement (American Cannabis Company, Inc.), Merger Agreement (American Cannabis Company, Inc.)
Takeover Laws. The Company shall shall, upon the request of Purchaser or Merger Sub, take all reasonable steps to exclude the applicability of, or to assist in any challenge by Parent or Merger Sub to the validity or applicability to the Merger or any other transaction expressly contemplated by this Agreement or any of the Stockholders’ Agreements of, any Takeover Laws.
Appears in 2 contracts
Samples: Merger Agreement (Meggitt USA Inc), Merger Agreement (K&f Industries Inc)
Takeover Laws. The Company shall shall, upon the request of Parent, (i) take all reasonable necessary steps to exclude the Merger and any other transaction contemplated hereby from the applicability ofof any Takeover Laws, or to and (ii) assist in any challenge by Parent or Merger Sub to the validity validity, or the applicability to the Merger or any other transaction contemplated by this Agreement ofAgreement, of any Takeover Laws.
Appears in 2 contracts
Samples: Merger Agreement (Natco Group Inc), Merger Agreement (Cameron International Corp)
Takeover Laws. The Company shall shall, upon the request of Parent or Merger Sub, (i) take all reasonable steps to exclude the applicability ofto the Offer or the Merger or any other transaction contemplated hereby of any Takeover Statute, or to and (ii) assist in any challenge by Parent or Merger Sub Purchaser to the validity validity, or the applicability to the Offer, the Merger or any other transaction contemplated by this Agreement ofAgreement, of any Takeover LawsStatute.
Appears in 2 contracts
Samples: Merger Agreement (United Industrial Corp /De/), Merger Agreement (Textron Inc)
Takeover Laws. The Company shall shall, upon the request of Parent or Purchaser, take all reasonable reasonably necessary steps to exclude the applicability of, or to assist in any challenge by Parent or Merger Sub Purchaser to the validity validity, or applicability to the Offer, the Merger or any other transaction contemplated by this Agreement of, any Takeover Laws.
Appears in 2 contracts
Samples: Merger Agreement (Crowley Maritime Corp), Merger Agreement (Marine Transport Corp)
Takeover Laws. The Company shall shall, upon the request of Parent or Purchaser, take all reasonable steps to exclude the applicability of, or to assist in any challenge by Parent or Merger Sub Purchaser to the validity validity, or applicability to the Offer, the Merger or any other transaction contemplated by this Agreement or the Stockholder Support Agreement of, any Takeover Laws.
Appears in 2 contracts
Samples: Merger Agreement (Evraz Group S.A.), Merger Agreement (Claymont Steel Holdings, Inc.)
Takeover Laws. The Company shall shall, upon the request of Parent or Merger Sub, take all reasonable steps to exclude the applicability of, or to assist in any challenge by Parent or Merger Sub to the validity or applicability to the Merger or any other transaction contemplated by this Agreement of, any Takeover Laws.
Appears in 2 contracts
Samples: Merger Agreement (Aleris International, Inc.), Merger Agreement (MPS Group Inc)
Takeover Laws. The Company shall will (a) take all reasonable steps to exclude the applicability of, or to assist in any challenge by Parent or Merger Sub to the validity or applicability to Offer, the Merger or any other transaction contemplated by this Agreement ofor the Support Agreements of any Takeover Laws, and (b) assist in any challenge by Parent or Purchaser to the validity, or the applicability to the Offer, the Merger or any other transaction contemplated by this Agreement or the Support Agreements, of any Takeover Laws.
Appears in 1 contract
Takeover Laws. The Company shall take all reasonable steps to exclude the applicability of, or to assist in any challenge by Parent or Merger Sub to the validity or applicability to the Merger or any other transaction contemplated by this Agreement of, any Takeover Laws.
Appears in 1 contract
Samples: Merger Agreement (Realogy Corp)
Takeover Laws. The Company shall take all reasonable steps to exclude the applicability of, or to assist in any challenge by Parent or Merger Sub to the validity or applicability to the Merger or any other transaction contemplated by this Agreement of, any Takeover Laws.
Appears in 1 contract
Samples: Merger Agreement (Cedar Fair L P)
Takeover Laws. The Company shall take all reasonable steps to exclude the applicability of, or to assist at the Company’s cost and expense in any challenge by Parent or Merger Sub to the validity or applicability to the Merger or any other transaction contemplated by this Agreement of, any Takeover LawsLaws as such relate to the Company or RMI.
Appears in 1 contract
Takeover Laws. The Company shall shall, upon the request of Parent, take all reasonable steps to exclude the applicability of, or to assist in any challenge by Parent or Merger Sub to the validity or applicability to the Merger or any other transaction contemplated by this Agreement of, any Takeover Laws“moratorium”, “control share acquisition”, “business combination”, “fair price” or other form of anti-takeover Legal Requirements of any jurisdiction that may purport to be applicable to this Agreement.
Appears in 1 contract
Samples: Merger Agreement (Coherent Inc)
Takeover Laws. The Company shall take all reasonable steps (i) to exclude exempt the applicability ofCompany, the Agreement and the Option Agreement from the requirements of any Takeover Law that may apply or purport to apply to the Option, the Merger or the Bank Merger, by action of its board of directors or otherwise and (ii), upon the request of the Acquiror, to assist in any challenge by Parent or Merger Sub the Acquiror to the validity or applicability to the Merger or of any other transaction contemplated by this Agreement of, any Takeover Lawsstate antitakeover law.
Appears in 1 contract
Takeover Laws. The Company shall take all reasonable steps to (a) exclude the applicability of, or to assist in any challenge by Parent or Merger PH Sub to the validity validity, or applicability to the Merger or any other transaction contemplated by this Agreement of, of any Takeover Laws, or (b) take all such lawful actions as are reasonably necessary to eliminate or minimize the effects of any applicable Takeover Laws on the transactions contemplated by this Agreement.
Appears in 1 contract
Takeover Laws. The Company shall shall, upon the request of Parent or the Purchaser, (a) take all reasonable steps to exclude the applicability of, or to assist in any challenge by Parent or Merger Sub to the validity or applicability to the Merger or any other transaction contemplated hereby of any Takeover Laws, and (b) assist in any challenge by Parent or the Merger Sub to the validity, or the applicability to the Offer, the Merger or any other transaction contemplated by this Agreement ofAgreement, of any Takeover Laws.
Appears in 1 contract
Takeover Laws. The Company shall shall, upon the request of ------------- Parent or Purchaser, take all reasonable steps to exclude the applicability of, or to assist in any challenge by Parent or Merger Sub Purchaser to the validity validity, or applicability to the Offer, the Merger or any other transaction contemplated by this Agreement or the Shareholder Option Agreement of, any Takeover Laws.
Appears in 1 contract
Takeover Laws. The Company shall will, upon the request of Parent or Purchaser, (a) take all reasonable steps to exclude the applicability of, or to assist in any challenge by Parent or Merger Sub to the validity or applicability to the Merger or any other transaction contemplated by this Agreement ofof any Takeover Laws, and (b) assist in any challenge by Parent or Purchaser to the validity, or the applicability to the Offer, the Merger or any other transaction contemplated by this Agreement, of any Takeover Laws.
Appears in 1 contract
