Takeover Provisions. Parent, the Company and their respective Boards of Directors shall (i) take all reasonable action necessary to ensure that no Takeover Provision is or becomes applicable to this Agreement or the transactions provided for in this Agreement, including the Offer and the Merger and (ii) if any Takeover Provision becomes applicable to this Agreement or the transactions contemplated by this Agreement, take all reasonable action necessary to ensure that the transactions provided for in this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such Takeover Provision on Parent and Merger Sub, this Agreement and the transactions provided for in this Agreement.
Appears in 4 contracts
Samples: Merger Agreement (Comverge, Inc.), Merger Agreement (Solutia Inc), Merger Agreement (Southwall Technologies Inc /De/)
Takeover Provisions. Parent, The Company and the Company and their respective Boards of Directors shall Board shall, to the extent permitted by applicable Law, use its reasonable best efforts (ia) to take all reasonable action actions necessary to ensure that no Takeover Provision is or becomes applicable to this Agreement, the Support Agreement or the transactions provided for in this AgreementTransactions, including the Offer and the Merger Merger, and (iib) if any Takeover Provision becomes applicable to this Agreement, the Support Agreement or the transactions contemplated by this AgreementTransactions, to take all reasonable action actions necessary to ensure that the transactions provided for in this Agreement Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and the Support Agreement and otherwise to minimize the effect of such Takeover Provision on Parent and Merger Sub, this Agreement, the Support Agreement and the transactions provided for in this AgreementTransactions.
Appears in 2 contracts
Samples: Merger Agreement, Merger Agreement (Salix Pharmaceuticals LTD)
Takeover Provisions. Parent, the Company and their respective Boards of Directors shall (ia) take all reasonable action necessary to ensure that no Takeover Provision (including Section 203 of the DGCL) is or becomes applicable to this Agreement or the transactions provided for in this Agreementherein or therein, including the Offer and the Merger Merger, and (iib) if any Takeover Provision becomes applicable to this Agreement or the transactions contemplated by this Agreementherein or therein, take all reasonable action necessary to ensure that the transactions provided for in this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such Takeover Provision on Parent and Merger Sub, this Agreement and the transactions provided for in this Agreementherein or therein.
Appears in 1 contract
Samples: Merger Agreement (Comforce Corp)
Takeover Provisions. Parent, the Company and their respective Boards of Directors shall (ia) take all reasonable action necessary to ensure that no Takeover Provision is or becomes applicable to this Agreement or the transactions provided for in this Agreementherein, including the Offer and the Merger Merger, and (iib) if any Takeover Provision becomes applicable to this Agreement or the transactions contemplated by this Agreementherein, take all reasonable action necessary to ensure that the transactions provided for in this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such Takeover Provision on Parent and Merger SubPurchaser, this Agreement and the transactions provided for in this Agreementherein.
Appears in 1 contract
Samples: Merger Agreement (Conceptus Inc)