Common use of Takeover Statute Clause in Contracts

Takeover Statute. If any “fair price,” “moratorium,” “control share acquisition” or other form of antitakeover statute or regulation shall become applicable to the transactions contemplated hereby, each of the Company and Parent and the members of their respective Boards of Directors shall grant such approvals and take such actions as are reasonably necessary so that the transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated hereby and otherwise act to eliminate or minimize the effects of such statute or regulation on the transactions contemplated hereby.

Appears in 20 contracts

Samples: Agreement and Plan of Merger (Varian Medical Systems Inc), Merger Agreement (EarthLink Holdings Corp.), Merger Agreement (Windstream Holdings, Inc.)

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Takeover Statute. If any “fair price,” “moratorium,” “control share acquisition” or other form of antitakeover statute or regulation shall become applicable to the transactions contemplated hereby, each of the Company Company, Parent and Parent Merger Sub and the members of their respective Boards of Directors shall grant such approvals and take such actions as are reasonably necessary so that the transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated hereby and otherwise act to eliminate or minimize the effects of such statute or regulation on the transactions contemplated hereby.

Appears in 6 contracts

Samples: Merger Agreement (Zendesk, Inc.), Merger Agreement (Sanderson Farms Inc), Merger Agreement (Envision Healthcare Corp)

Takeover Statute. If any “fair price,” “moratorium,” “control share acquisition” or other form of antitakeover anti-takeover statute or regulation shall become applicable to the transactions contemplated hereby, each of the Company and Parent and the members of their respective Boards of Directors shall grant such approvals and take such actions as are reasonably necessary so that the transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated hereby and otherwise act to eliminate or minimize the effects of such statute or regulation on the transactions contemplated hereby.

Appears in 6 contracts

Samples: Merger Agreement (W R Grace & Co), Merger Agreement (Synthetech Inc), Merger Agreement (American Capital Strategies LTD)

Takeover Statute. If any "fair price,” “" "moratorium,” “" "control share acquisition" or other form of antitakeover statute or regulation shall become applicable to the transactions contemplated hereby, each of the Company and Parent and the members of their respective Boards of Directors shall grant such approvals and take such actions as are reasonably necessary so that the transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated hereby and otherwise act to eliminate or minimize the effects of such statute or regulation on the transactions contemplated hereby.

Appears in 4 contracts

Samples: Merger Agreement (Ness Technologies Inc), Merger Agreement (Infonow Corp /), Merger Agreement (Newgen Results Corp)

Takeover Statute. If any “fair price,” “moratorium,” “control share acquisition” or other form of antitakeover anti-takeover statute or regulation shall become applicable to the transactions contemplated herebyby this Agreement, each of the Company and Parent and the members of their respective Boards of Directors shall grant such approvals and take such actions as are reasonably necessary so that the transactions contemplated hereby by this Agreement may be consummated as promptly as practicable on the terms contemplated hereby by this Agreement and otherwise act to eliminate or minimize the effects of such statute or regulation on the transactions contemplated herebyby this Agreement.

Appears in 4 contracts

Samples: Merger Agreement (Goodman Global Inc), Agreement and Plan of Merger (Wj Communications Inc), Merger Agreement (Triquint Semiconductor Inc)

Takeover Statute. If any “fair price,” “moratorium,” “control share acquisition” or other form of antitakeover anti-takeover statute or regulation shall become applicable to the transactions contemplated hereby, each of the Company Company, Parent and Parent Merger Subs and the members of their respective Boards boards of Directors directors shall grant such approvals and take such actions as are reasonably necessary so that the transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated hereby and otherwise act to eliminate or minimize the effects of such statute or regulation on the transactions contemplated hereby.

Appears in 4 contracts

Samples: Voting Trust Agreement (Canadian Pacific Railway LTD/Cn), Merger Agreement (Canadian Pacific Railway LTD/Cn), Merger Agreement (Canadian Pacific Railway LTD/Cn)

Takeover Statute. If any "fair price,” “" "moratorium,” “" "control share acquisition" or other form of antitakeover anti-takeover statute or regulation shall become applicable to the transactions contemplated hereby, each of the Company and Parent the Bidder and the members of their respective Boards of Directors shall grant such approvals and take such actions as are reasonably necessary so that the transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated hereby and otherwise act to eliminate or minimize the effects of such statute or regulation on the transactions contemplated hereby.

Appears in 3 contracts

Samples: Merger Agreement (Dexter Corp), Merger Agreement (Invitrogen Corp), Merger Agreement (Invitrogen Corp)

Takeover Statute. If any “fair price,” “moratorium,” “control share acquisition” or other form of antitakeover anti-takeover statute or regulation shall be or become applicable to the transactions contemplated hereby, each of the Company and Parent and the members of their respective Boards of Directors shall grant such approvals and take such actions as are reasonably necessary so that the transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated hereby and otherwise act to eliminate or minimize the effects of such statute or regulation on the transactions contemplated hereby.

Appears in 3 contracts

Samples: Merger Agreement (Cardionet Inc), Merger Agreement (Biotel Inc.), Merger Agreement (Biotel Inc.)

Takeover Statute. If any “fair price,” “moratorium,” “control share acquisition” or other form of antitakeover anti-takeover statute or regulation shall become applicable to the transactions contemplated hereby, each of the Company Company, Merger Sub and Parent and the members of their respective Boards of Directors shall grant such approvals and take such actions as are reasonably necessary so that the transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated hereby and otherwise act to eliminate or minimize the effects of such statute or regulation on the transactions contemplated hereby.

Appears in 3 contracts

Samples: Merger Agreement (K Tron International Inc), Rights Agreement (K Tron International Inc), Merger Agreement (Hillenbrand, Inc.)

Takeover Statute. If any "fair price,” “" "moratorium,” “" "control share acquisition" or other form of antitakeover statute or regulation shall become applicable to the transactions contemplated hereby, each of the Company and Parent Newco and the members of their respective Boards of Directors shall grant such approvals and take such actions as are reasonably necessary so that the transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated hereby and otherwise act to eliminate or minimize the effects of such statute or regulation on the transactions contemplated hereby.

Appears in 2 contracts

Samples: Merger Agreement (Capricorn Investors Iii L P), Merger Agreement (Tcby Enterprises Inc)

Takeover Statute. If any “fair price,” “moratorium,” “control share acquisition” or other form of antitakeover statute or regulation shall become applicable to the transactions contemplated hereby, each of the Company and Parent Company, Parent, Merger Sub and the members of their respective Boards boards of Directors directors shall grant such approvals and take such actions as are reasonably necessary so that the transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated hereby and otherwise act to eliminate or minimize the effects of such statute or regulation on the transactions contemplated hereby.

Appears in 2 contracts

Samples: Merger Agreement (American Surgical Holdings Inc), Merger Agreement (Airnet Systems Inc)

Takeover Statute. If any “fair price,” “moratorium,” “control share acquisition” or other form of antitakeover anti-takeover statute or regulation shall become applicable to the transactions contemplated hereby, each of the Company Company, Parent and Parent Merger Sub and the members of their respective Boards boards of Directors directors shall grant such approvals and take such actions as are reasonably necessary so that the transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated hereby and otherwise act to eliminate or minimize the effects of such statute or regulation on the transactions contemplated hereby.

Appears in 2 contracts

Samples: Merger Agreement (Canadian National Railway Co), Merger Agreement (Kansas City Southern)

Takeover Statute. If any “fair price,” “moratorium,” “control share acquisition” or other form of antitakeover anti-takeover statute or regulation shall become applicable to the transactions contemplated hereby, each of the Company and Parent Seller and the members of their respective Boards its board of Directors directors shall grant such approvals and take such actions as are reasonably necessary necessary, if any, so that the transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated hereby and otherwise act to eliminate or minimize the effects of such statute or regulation on the transactions contemplated hereby.

Appears in 2 contracts

Samples: Purchase Agreement (Salton Inc), Purchase Agreement (Spectrum Brands, Inc.)

Takeover Statute. If any “fair price,” “moratorium,” “control share acquisition” or other form of antitakeover statute or regulation shall become applicable to the transactions contemplated hereby, each of the Company and Parent party hereto and the members of their respective Boards boards of Directors directors shall grant such approvals and take such actions as are reasonably necessary so that the transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated hereby and otherwise act to eliminate or minimize the effects of such statute or regulation on the transactions contemplated hereby.

Appears in 2 contracts

Samples: Merger Agreement (Wendys International Inc), Merger Agreement (Triarc Companies Inc)

Takeover Statute. If any “fair price,” “moratorium,” “control share acquisition” or other form of antitakeover statute or regulation shall become applicable to the transactions contemplated hereby, each of the Company Company, Parent and Parent Offeror and the members of their respective Boards boards of Directors directors shall grant such approvals and take such actions as are reasonably necessary so that the transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated hereby and otherwise act to eliminate or minimize the effects of such statute or regulation on the transactions contemplated hereby.

Appears in 2 contracts

Samples: Investment and Tender Offer Agreement (Global Aviation Leasing Co., Ltd.), Investment and Tender Offer Agreement (Avolon Holdings LTD)

Takeover Statute. If any “fair price,” “moratorium,” “control share acquisition” or other form of antitakeover statute or regulation shall become becomes applicable to the transactions contemplated hereby, each of the Company and Parent party hereto and the members of their respective Boards boards of Directors shall directors shall, to the extent permitted by applicable Law, grant such approvals and take such actions as are reasonably necessary so that the transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated hereby and otherwise act to eliminate or minimize the effects of such statute or regulation on the transactions contemplated hereby.

Appears in 2 contracts

Samples: Merger Agreement (Ladurini Daniel), Merger Agreement (Professional Diversity Network, Inc.)

Takeover Statute. If any “fair price,” “moratorium,” “control share acquisition” or other form of antitakeover statute or regulation shall become applicable to the transactions contemplated herebyby this Agreement, each of the Company Company, Parent and Parent Merger Sub and the members of their respective Boards of Directors shall grant such approvals and take such actions as are reasonably necessary so that the transactions contemplated hereby by this Agreement may be consummated as promptly as practicable on the terms contemplated hereby by this Agreement and otherwise act to eliminate or minimize the effects of such statute or regulation on the transactions contemplated herebyby this Agreement.

Appears in 2 contracts

Samples: Merger Agreement (Aerojet Rocketdyne Holdings, Inc.), Merger Agreement (L3harris Technologies, Inc. /De/)

Takeover Statute. If any “fair price,” “moratorium,” “control share acquisition” or other form of antitakeover statute or regulation shall become applicable to the transactions contemplated hereby, each of the Company and Parent and the members of their respective Boards boards of Directors directors shall grant such approvals and take such actions as are reasonably necessary so that the transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated hereby and otherwise act to eliminate or minimize the effects of such statute or regulation on the transactions contemplated hereby.

Appears in 1 contract

Samples: Merger Agreement (Lesco Inc/Oh)

Takeover Statute. If any “fair price,” “moratorium,” “control share acquisition” or other form of antitakeover anti-takeover statute or regulation shall become applicable to the transactions contemplated hereby, each of the Company Company, Merger Sub and Parent and the members of their respective Boards boards of Directors directors shall grant such approvals and take such actions as are reasonably necessary so that the transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated hereby and otherwise act to eliminate or minimize the effects of such statute or regulation on the transactions contemplated hereby.

Appears in 1 contract

Samples: Merger Agreement (Atlas Energy, Inc.)

Takeover Statute. If any "fair price,” “" "moratorium,” “" ----------------- "control share acquisition" or other form of antitakeover anti-takeover statute or regulation shall become applicable to the transactions contemplated hereby, each of the Company Company, the Parent and Parent the Purchaser and the members of their respective Boards of Directors shall grant such approvals and take such actions as are reasonably necessary so that the transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated hereby and otherwise act to eliminate or minimize the effects of such statute or regulation on the transactions contemplated hereby.

Appears in 1 contract

Samples: Merger Agreement (Aluminum Co of America)

Takeover Statute. If any “fair price,” “moratorium,” “control share acquisition” or other form of antitakeover statute or regulation shall become applicable to the transactions contemplated hereby, each of the Company Company, Merger Sub and Parent and the members of their respective Boards of Directors shall grant such approvals and take such actions as are reasonably necessary so that the transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated hereby and otherwise act to eliminate or minimize the effects of such statute or regulation on the transactions contemplated hereby.

Appears in 1 contract

Samples: Merger Agreement (Respironics Inc)

Takeover Statute. If any "fair price,” “" "moratorium,” “" ---------------- "control share acquisition" or other form of antitakeover statute or regulation shall become applicable to the transactions contemplated hereby, each of the Company and Parent and the members of their respective Boards of Directors shall grant such approvals and take such actions as are reasonably necessary so that the transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated hereby and otherwise act to eliminate or minimize the effects of such statute or regulation on the transactions contemplated hereby.

Appears in 1 contract

Samples: Merger Agreement (Guarantee Life Companies Inc)

Takeover Statute. If any "fair price,” “" "moratorium,” “" ---------------- "control share acquisition" or other form of antitakeover anti-takeover statute or regulation shall become applicable to the transactions contemplated hereby, each of the Company Company, the Parent and Parent the Purchaser and the members of their respective Boards of Directors shall grant such approvals and take such actions as are reasonably necessary so that the transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated hereby and otherwise act to eliminate or minimize the effects of such statute or regulation on the transactions contemplated hereby.

Appears in 1 contract

Samples: Merger Agreement (Alumax Inc)

Takeover Statute. If any “fair price,” “moratorium,” “control share acquisition” or other form of antitakeover statute or regulation shall become applicable to the transactions contemplated herebyTransactions, each of the Company and Parent and the members of their respective Boards of Directors shall grant such approvals and take such actions as are reasonably necessary so that the transactions contemplated hereby Transactions may be consummated as promptly as practicable on the terms contemplated hereby and otherwise act to eliminate or minimize the effects of such statute or regulation on the transactions contemplated herebyTransactions.

Appears in 1 contract

Samples: Merger Agreement (Obagi Medical Products, Inc.)

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Takeover Statute. If any “fair price,” “moratorium,” “control share acquisition” or other form of antitakeover statute or regulation shall become applicable to the transactions contemplated hereby, each of the Company and Parent and the members of their respective Boards its Board of Directors shall grant such approvals and take such actions as are reasonably necessary so that the transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated hereby and otherwise act to eliminate or minimize the effects of such statute or regulation on the transactions contemplated hereby.

Appears in 1 contract

Samples: Merger Agreement (PAETEC Holding Corp.)

Takeover Statute. If any “fair price,” “moratorium,” “business combination,” “control share acquisition” or other form of antitakeover anti-takeover statute or regulation shall become applicable to this Agreement or the transactions contemplated herebyTransactions, each of the Company and Parent and the members of their respective Boards boards of Directors directors shall grant such approvals and take such actions as are reasonably necessary so that this Agreement and the transactions contemplated hereby Transactions may be consummated as promptly as practicable on the terms contemplated hereby herein and otherwise act to eliminate or minimize the effects of such statute or regulation on this Agreement and the transactions contemplated herebyTransactions.

Appears in 1 contract

Samples: Merger Agreement (Presidential Life Corp)

Takeover Statute. If any “fair price,” “moratorium,” “control share acquisition” or other form of antitakeover statute or regulation shall become applicable to the transactions contemplated herebyby this Agreement, each of the Company and Parent and the members of their respective Boards of Directors shall grant such approvals and take such actions as are reasonably necessary so that the transactions contemplated hereby by this Agreement may be consummated as promptly as practicable on the terms contemplated hereby by this Agreement and otherwise act to eliminate or minimize the effects of such statute or regulation on the transactions contemplated herebyby this Agreement.

Appears in 1 contract

Samples: Merger Agreement (Osi Restaurant Partners, Inc.)

Takeover Statute. If any “fair price,” “moratorium,” “control share acquisition” or other form of antitakeover statute or regulation shall become applicable to the transactions contemplated hereby, each of the Company Company, Parent and Parent Newco and the members of their respective Boards boards of Directors directors shall grant such approvals and take such actions as are reasonably necessary so that the transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated hereby and otherwise act to eliminate or minimize the effects of such statute or regulation on the transactions contemplated hereby.

Appears in 1 contract

Samples: Merger Agreement (Soundbite Communications Inc)

Takeover Statute. If any “fair price,” “moratorium,” “control share acquisition” or other form of antitakeover anti-takeover statute or regulation shall become applicable to the transactions contemplated hereby, each of the Company Company, Parent and Parent Merger Sub and the members of their respective Boards of Directors shall grant such approvals and take such actions as are reasonably necessary so that the transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated hereby and otherwise act to eliminate or minimize the effects of such statute or regulation on the transactions contemplated hereby.

Appears in 1 contract

Samples: Merger Agreement (Univar Solutions Inc.)

Takeover Statute. If any “fair price,” “moratorium,” “control share acquisition” or other form of antitakeover statute or regulation shall become applicable to the transactions contemplated hereby, each of the Company and Parent party hereto and the members of their respective Boards boards of Directors shall directors shall, to the extent permitted by applicable Law, grant such approvals and take such actions as are reasonably necessary so that the transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated hereby and otherwise act to eliminate or minimize the effects of such statute or regulation on the transactions contemplated hereby.

Appears in 1 contract

Samples: Merger Agreement (Pharmathene, Inc)

Takeover Statute. If any "fair price,” “", "moratorium,” “", ---------------- "control share acquisition" or other form of antitakeover anti-takeover statute or regulation shall become applicable to the transactions contemplated hereby, each of the Company and Parent and the members of their respective Boards the Board of Directors of the Company shall grant such approvals and take such actions as are reasonably necessary so that the transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated hereby and otherwise act to eliminate or minimize the effects of such statute or regulation on the transactions contemplated hereby.

Appears in 1 contract

Samples: Merger Agreement (Lion Brewery Inc)

Takeover Statute. If any “fair price,” ”, “moratorium,” ”, “control share acquisition” or other form of antitakeover statute or regulation Law shall become applicable to any of the transactions contemplated herebyTransactions, each of the Company and Parent party hereto and the members of their respective Boards boards of Directors shall directors shall, to the extent permitted by applicable Law, grant such approvals and take such actions as are reasonably necessary so that the transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated hereby and otherwise act to eliminate or minimize the effects of such statute or regulation on the transactions contemplated hereby.

Appears in 1 contract

Samples: Merger Agreement (Jefferies Group Inc /De/)

Takeover Statute. If any “fair price,” “moratorium,” “control share acquisition” or other form of antitakeover statute or regulation shall become applicable to the transactions contemplated hereby, each of the Company and Parent and EGI-TRB and, if applicable, the members of their respective Boards of Directors shall grant such approvals and take such actions as are reasonably necessary so that the transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated hereby and otherwise act to eliminate or minimize the effects of such statute or regulation on the transactions contemplated hereby.

Appears in 1 contract

Samples: Securities Purchase Agreement (Tribune Co)

Takeover Statute. If any “fair price,” “moratorium,” “control share acquisition” or other form of antitakeover statute or regulation shall become applicable to the transactions contemplated hereby, each of the Company and Parent Offeror and the members of their respective Boards boards of Directors directors shall grant such approvals and take such actions as are reasonably necessary so that the transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated hereby and otherwise act to eliminate or minimize the effects of such statute or regulation on the transactions contemplated hereby.

Appears in 1 contract

Samples: Tender Offer Agreement (Supervalu Inc)

Takeover Statute. If any “fair price,” “moratorium,” “control share acquisition” or other form of antitakeover statute status or regulation shall become applicable to the transactions contemplated hereby, each of the Company Company, Parent and Parent Merger Sub and the members of their the respective Boards boards of Directors directors shall grant such approvals and take such actions as are reasonably necessary so that the transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated hereby and otherwise act to eliminate or minimize the effects of such statute or regulation on the transactions contemplated hereby.

Appears in 1 contract

Samples: Merger Agreement (Kemet Corp)

Takeover Statute. If any “fair price,” “moratorium,” “control share acquisition” or other form of antitakeover statute or regulation shall become applicable to the transactions contemplated herebyherein, each of the Company Company, Parent and Parent Merger Sub and the members of their respective Boards boards of Directors directors shall grant such approvals and take such actions as are reasonably necessary so that the transactions contemplated hereby herein may be consummated as promptly as practicable on the terms contemplated hereby herein and otherwise act to eliminate or minimize the effects of such statute or regulation on the transactions contemplated herebyherein.

Appears in 1 contract

Samples: Merger Agreement (Stancorp Financial Group Inc)

Takeover Statute. If any “fair price,” “moratorium,” “control share acquisition” or other form of antitakeover similar anti-takeover statute or regulation shall is or may become applicable to the transactions contemplated herebyby this Agreement and the Arrangement, each of Parent, the Company and Parent and the members each of their its respective Boards Board of Directors shall grant such approvals and take such actions as are reasonably necessary so that the such transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated hereby by this Agreement and the Arrangement and otherwise act to eliminate or minimize the effects of such statute statue or regulation on the transactions contemplated herebysuch transactions.

Appears in 1 contract

Samples: Acquisition Agreement (Advanced Micro Devices Inc)

Takeover Statute. If any "fair price,” “" "moratorium,” “" "control ---------------- share acquisition" or other form of antitakeover anti-takeover statute or regulation shall become applicable to the transactions contemplated hereby, each of the Company and Parent and the members of their respective Boards its Board of Directors Directors, shall grant such approvals and take such actions as are reasonably necessary so that the Merger and the transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated hereby and otherwise act to eliminate or minimize the effects of such statute or regulation on the transactions contemplated hereby.

Appears in 1 contract

Samples: Merger Agreement (Elephant Talk Communications Inc)

Takeover Statute. If any “fair price,” “moratorium,” “control share acquisition” mandatory price or other form of antitakeover similar anti-takeover statute or regulation shall regulations or may become applicable to the Merger or the other transactions contemplated herebyby this Agreement, each of the Company and Parent and the members of their respective Boards of Directors Company shall grant such approvals and take such actions as are reasonably necessary so that the such transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated hereby by this Agreement and otherwise act to eliminate or minimize the effects of such statute or regulation on the transactions contemplated herebysuch transactions.

Appears in 1 contract

Samples: Merger Agreement (Jasmine Holdco LLC)

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