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, to the extent permissible under applicable Law, shall grant such approvals and take such actions, in accordance with the terms of this Agreement, as are reasonably necessary so that the transactions contemplated hereby may be consummated as promptly as practicable, and in any event prior to the End Date, on the terms contemplated hereby and otherwise, to the extent permissible under applicable Law, act to eliminate or minimize the effects of such statute or regulation on the transactions contemplated hereby.

Appears in 5 contracts

Samples: Merger Agreement (Atlas Capital Holdings, Inc.), Merger Agreement (Medianet Group Technologies Inc), Merger Agreement (Centex Corp)

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Takeover Statute. If any “fair price,” “moratorium,” “control share acquisition,” “interested shareholder,” “business combination” or other form of antitakeover statute or regulation shall or may become applicable to the transactions contemplated herebyherein, each of the Company and Parent, to the extent permissible under applicable Law, Parent Parties and the members of their respective Boards of Directors shall grant such approvals and take such actions, in accordance with the terms of this Agreement, actions as are reasonably necessary so that the transactions contemplated hereby herein may be consummated as promptly as practicable, and in any event prior to the End Date, practicable on the terms contemplated hereby herein and otherwise, to the extent permissible under applicable Law, otherwise act to eliminate or or, if not possible to eliminate, minimize the effects of such statute or regulation on the transactions contemplated herebyherein.

Appears in 2 contracts

Samples: Merger Agreement, Merger Agreement (Dell Inc)

Takeover Statute. If any “fair price,” “moratorium,” “control share acquisition,” “business combination” or other form of antitakeover statute or regulation or provision of the Company’s organizational and other governing documents shall become applicable to the transactions contemplated herebyby this Agreement, each of the Company Company, Parent and Parent, to Merger Sub and the extent permissible under applicable Law, members of their respective boards of directors shall grant such approvals and take such actions, in accordance with the terms of this Agreement, actions as are reasonably necessary so that the transactions contemplated hereby by this Agreement may be consummated as promptly as practicable, and in any event prior to the End Date, practicable on the terms contemplated hereby by this Agreement and otherwise, to the extent permissible under applicable Law, otherwise act to eliminate or minimize the effects of such statute statute, regulation or regulation provision on the transactions contemplated herebyby this Agreement.

Appears in 2 contracts

Samples: Merger Agreement (National Instruments Corp), Merger Agreement (Emerson Electric Co)

Takeover Statute. If any “fair price,” “moratorium,” “business combination,” “control share acquisition,” “interested person,” “interested stockholder” or other form of antitakeover anti-takeover statute or regulation shall become applicable to this Agreement or the transactions contemplated hereby, each of the Company and Parent, to Parent and the extent permissible under applicable Law, members of their respective boards of directors shall grant such approvals and take such actions, in accordance with the terms of this Agreement, actions as are reasonably necessary so that this Agreement and the transactions contemplated hereby may be consummated as promptly as practicable, and in any event prior to the End Date, practicable on the terms contemplated hereby herein and otherwise, to the extent permissible under applicable Law, otherwise act to eliminate or minimize the effects of such statute or regulation on this Agreement and the transactions contemplated hereby.

Appears in 2 contracts

Samples: Merger Agreement (PennantPark Floating Rate Capital Ltd.), Merger Agreement (MCG Capital Corp)

Takeover Statute. If any “fair price,” “moratorium,” “business combination,” “control share acquisition,” “interested person,” “interested stockholder” or other form of antitakeover anti-takeover statute or regulation shall become applicable to this Agreement, the Merger or the transactions contemplated hereby, each of the Company and Parent, to the extent permissible under applicable Law, Parent shall grant such approvals and take such actions, in accordance with the terms of this Agreement, actions as are reasonably necessary and within its control so that this Agreement, the Merger and the transactions contemplated hereby may be consummated as promptly as practicable, and in any event prior to the End Date, practicable on the terms contemplated hereby herein and otherwise, to the extent permissible under applicable Law, otherwise act to eliminate or minimize the effects of such statute or regulation on this Agreement, the Merger and the transactions contemplated hereby.

Appears in 1 contract

Samples: Merger Agreement (Hilton Grand Vacations Inc.)

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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 Merger, the Rollover Commitments or the other transactions contemplated herebycontemplated, by this Agreement, each of the Company and Parent, to Parent and the extent permissible under applicable Law, members of their respective Boards of Directors shall grant such approvals and take such actions, in accordance with the terms of this Agreement, actions as are reasonably necessary so that the Merger, the Rollover Commitments and the other transactions contemplated hereby may be consummated as promptly as practicable, and in any event prior to the End Date, practicable on the terms contemplated hereby herein and otherwise, to the extent permissible under applicable Law, otherwise act to eliminate or minimize the effects of such statute or regulation on the Merger, the Rollover Commitments and the other transactions contemplated hereby.

Appears in 1 contract

Samples: Merger Agreement (Egl Inc)

Takeover Statute. If any “fair price,” “moratorium,” “control share acquisition,” “interested shareholder,” “business combination” or other form of antitakeover statute or regulation shall or may become applicable to the transactions contemplated herebyherein, each of the Company and Parent, to the extent permissible under applicable Law, Parent Parties and the members of their respective boards of directors shall grant such approvals and take such actions, in accordance with the terms of this Agreement, actions as are reasonably necessary so that the transactions contemplated hereby herein may be consummated as promptly as practicable, and in any event prior to the End Date, practicable on the terms contemplated hereby herein and otherwise, to the extent permissible under applicable Law, otherwise act to eliminate or or, if not possible to eliminate, minimize the effects of such statute or regulation on the transactions contemplated herebyherein.

Appears in 1 contract

Samples: Merger Agreement (Cornerstone Therapeutics Inc)

Takeover Statute. If any “fair price,” “moratorium,” “control share acquisition,” “interested shareholder,” “business combination” or other form of antitakeover statute or regulation shall or may become applicable to the transactions contemplated herebyherein, each of the Company Company, Parent and Parent, to Merger Sub and the extent permissible under applicable Law, members of their respective Boards of Directors shall grant such approvals and take such actions, in accordance with the terms of this Agreement, actions as are reasonably necessary so that the transactions contemplated hereby herein may be consummated as promptly as practicable, and in any event prior to the End Date, practicable on the terms contemplated hereby herein and otherwise, to the extent permissible under applicable Law, otherwise act to eliminate or or, if not possible to eliminate, minimize the effects of such statute or regulation on the transactions contemplated herebyherein.

Appears in 1 contract

Samples: Merger Agreement (Pike Corp)

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