Common use of Takeover Statute Clause in Contracts

Takeover Statute. If any “fair price,” “moratorium,” “control share acquisition” or other form of anti-takeover statute or regulation shall become applicable to the Merger or the other transactions contemplated by 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 Merger and the other transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated herein and otherwise act to eliminate or minimize the effects of such statute or regulation on the Merger and the other transactions contemplated hereby.

Appears in 6 contracts

Samples: Merger Agreement, Merger Agreement (Hallwood Trust /Tx/), Merger Agreement (Hallwood Group Inc)

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

Appears in 4 contracts

Samples: Merger Agreement (UserTesting, Inc.), Merger Agreement (Sailpoint Technologies Holdings, Inc.), Merger Agreement (Sailpoint Technologies Holdings, Inc.)

Takeover Statute. If any “fair price,” “moratorium,” “control share acquisition” or other form of anti-takeover antitakeover statute or regulation shall become applicable to the Merger or the other transactions contemplated by this Agreementhereby, 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 Merger and the other transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated herein hereby and otherwise act to eliminate or minimize the effects of such statute or regulation on the Merger and the other transactions contemplated hereby.

Appears in 3 contracts

Samples: Merger Agreement (Elkcorp), Agreement and Plan of Merger (CGEA Investor, Inc.), Agreement and Plan of Merger (Elkcorp)

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

Appears in 3 contracts

Samples: Merger Agreement (American Greetings Corp), Merger Agreement (American Greetings Corp), Merger Agreement (American Greetings Corp)

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

Appears in 2 contracts

Samples: Merger Agreement (US Alliance Corp), Plan and Agreement of Merger (US Alliance Corp)

Takeover Statute. If any “fair price,” “moratorium,” “business combination,” “control share acquisition” or other form of anti-takeover statute or regulation shall become applicable to the Merger or the other transactions contemplated by this Agreement after the date of 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 Merger and the other transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated herein and otherwise act to eliminate or minimize the effects of such statute or regulation on the Merger Merger, and the other transactions contemplated hereby.

Appears in 2 contracts

Samples: Merger Agreement (Dollar General Corp), Merger Agreement (Harman International Industries Inc /De/)

Takeover Statute. If any “fair price,” “moratorium,” “control share acquisition” or other form of anti-takeover statute or regulation shall become applicable to the Merger or the other transactions contemplated by this Agreement, 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 Merger and the other transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated herein herein, and otherwise act to eliminate or minimize the effects of such statute or regulation on the Merger and the other transactions contemplated hereby.

Appears in 2 contracts

Samples: Merger Agreement (Skywest Inc), Merger Agreement (Expressjet Holdings Inc)

Takeover Statute. If any “fair price,” “moratorium,” “business combination,” “control share acquisition” or other form of anti-takeover statute or regulation shall become applicable to the Merger or the other transactions contemplated by this Agreement after the date of 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 Merger and the other transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated herein and otherwise act to eliminate or minimize the effects of such statute or regulation on the Merger and the other transactions contemplated hereby.

Appears in 2 contracts

Samples: Merger Agreement (Leever Daniel H), Merger Agreement (Court Square Capital Partners II LP)

Takeover Statute. If any “fair price,” “moratorium,” “control share acquisition” or other form of anti-takeover statute or regulation shall become applicable to the Merger Merger, the Voting Agreements or the other transactions contemplated by 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 Merger Merger, the Voting Agreements and the other transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated herein and otherwise act to eliminate or minimize the effects of such statute or regulation on the Merger Merger, the Voting Agreements and the other transactions contemplated hereby.

Appears in 2 contracts

Samples: Merger Agreement (Pogo Producing Co), Merger Agreement (Plains Exploration & Production Co)

Takeover Statute. If any “fair price,” “moratorium,” “control share acquisition,” “affiliate transaction,” “business combination” or other form of anti-takeover statute or regulation shall become applicable to the Merger or the other transactions contemplated by this AgreementAgreement to which an exemption is not available therefrom, each of the Company and Parent and the members of their respective Boards of Directors the Board shall grant such approvals and take such actions as are reasonably necessary so that the Merger and the other transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated herein and otherwise act to eliminate or minimize the effects of such statute or regulation on the Merger and the other transactions contemplated hereby.

Appears in 1 contract

Samples: Merger Agreement (Wca Waste Corp)

Takeover Statute. If any “fair price,” “moratorium,” “business combination,” “control share acquisition,” “interested person,” “interested stockholder” or other form of anti-takeover statute or regulation shall become applicable to the Merger this Agreement or the other transactions contemplated by this Agreementhereby, 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 and within its control so that the Merger this Agreement and the other transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated herein and otherwise act to eliminate or minimize the effects of such statute or regulation on the Merger this Agreement and the other transactions contemplated hereby.

Appears in 1 contract

Samples: Merger Agreement (Garrison Capital Inc.)

Takeover Statute. If any “fair price,” “moratorium,” “control share acquisition” or other form of anti-takeover antitakeover statute or regulation shall become applicable to the Offer, the Merger or the other transactions contemplated by this Agreementhereby, 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 Merger and the other transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated herein hereby and otherwise act to eliminate or minimize the effects of such statute or regulation on the Merger and the other transactions contemplated hereby.

Appears in 1 contract

Samples: Merger Agreement (BMCA Acquisition Sub Inc.)

Takeover Statute. If any “fair price,” ”, “moratorium,” ”, “business combination”, “control share acquisition” or other form of anti-takeover statute or regulation shall become applicable to the Merger or the other transactions contemplated by this Agreement after the date of this Agreement, each of the Company Company, the Merger Sub and the 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 Merger and the other transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated herein and otherwise act to eliminate or minimize the effects of such statute or regulation on the Merger and the other transactions contemplated hereby.

Appears in 1 contract

Samples: Merger Agreement (Republic Airways Holdings Inc)

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

Appears in 1 contract

Samples: Merger Agreement (Midwest Air Group Inc)

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

Appears in 1 contract

Samples: Merger Agreement (PENTAIR PLC)

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

Appears in 1 contract

Samples: Merger Agreement (TNS Inc)

Takeover Statute. If any “fair price,” “moratorium,” “business combination,” “control share acquisition” or other form of anti-takeover statute or regulation shall become applicable to the Merger or the other transactions contemplated by this Agreement after the date of this Agreement, 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 Merger and the other transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated herein and otherwise act to eliminate or minimize the effects of such statute or regulation on the Merger Merger, and the other transactions contemplated hereby.

Appears in 1 contract

Samples: Merger Agreement (Cumulus Media Inc)

Takeover Statute. If any “fair price,” “moratorium,” “business combination,” “control share acquisition” or other form of anti-takeover statute or regulation shall become applicable to the Merger Transactions or the other transactions contemplated by this Agreement after the date of 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 Merger Transactions and the other transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated herein and otherwise act to eliminate or minimize the effects of such statute or regulation on the Merger Merger, and the other transactions contemplated hereby.

Appears in 1 contract

Samples: Merger Agreement (King Pharmaceuticals Inc)

Takeover Statute. If any “fair price,” “moratorium,” “control share acquisition” or other form of anti-takeover antitakeover statute or regulation shall become applicable to the Offer, the Merger or the other transactions contemplated by this Agreementhereby, 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 Merger and the other transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated herein hereby and otherwise act to eliminate or minimize the effects of such statute or regulation on the Offer, the Merger and the other transactions contemplated hereby.

Appears in 1 contract

Samples: Merger Agreement (Odyssey Healthcare Inc)

Takeover Statute. If any “fair price,” “moratorium,” “control share acquisition” or other form of anti-takeover statute or regulation shall become applicable to the Merger or the other transactions contemplated hereby including by this Agreementreason of a Company Change of Recommendation, 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 Merger and the other transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated herein hereby and otherwise act to eliminate or minimize the effects of such statute or regulation on the Merger and the other transactions contemplated hereby.

Appears in 1 contract

Samples: Merger Agreement (BMP Sunstone CORP)

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