Common use of Takeover Statutes Clause in Contracts

Takeover Statutes. If any Takeover Statute is or may become applicable to the Contemplated Transactions, each of the Company, the Company Board, Parent and the Parent Board, as applicable, shall grant such approvals and take such actions as are necessary so that the Contemplated Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise act to eliminate or minimize the effects of such statute or regulation on the Contemplated Transactions.

Appears in 31 contracts

Samples: Merger Agreement (Traws Pharma, Inc.), Merger Agreement (BiomX Inc.), Merger Agreement (Spyre Therapeutics, Inc.)

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Takeover Statutes. If any Takeover Statute is or may become applicable to the Contemplated Transactions, each of Merger or the Companyother transactions contemplated by this Agreement, the Company Board, Parent and the Parent Board, as applicable, its board of directors shall grant such approvals and take such actions as are necessary so that the Contemplated Transactions such transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise act to eliminate or minimize the effects of such statute or regulation on the Contemplated Transactionssuch transactions.

Appears in 31 contracts

Samples: Agreement and Plan of Merger (KAR Auction Services, Inc.), Merger Agreement, Merger Agreement (AbbVie Inc.)

Takeover Statutes. If any Takeover Statute is or may become applicable to the Contemplated Transactions, each of the Company, the Company Board, Parent and the Parent Board, as applicable, shall grant such approvals and take such actions as are necessary so that the Contemplated Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise act to eliminate or minimize the effects of such statute or regulation Takeover Statute on the Contemplated Transactions.

Appears in 14 contracts

Samples: Merger Agreement (Kidpik Corp.), Merger Agreement (Skye Bioscience, Inc.), Agreement and Plan of Merger (MorphImmune Inc.)

Takeover Statutes. If any Takeover Statute is or may become applicable to the Contemplated Transactionstransactions contemplated hereby, each the board of directors of the Company, the Company Board, Parent and the Parent Board, as applicable, shall will grant such approvals and take such actions as are necessary so that the Contemplated Transactions transactions contemplated by this Agreement and the Ancillary Agreements may be consummated as promptly as practicable on the terms contemplated by this Agreement hereby and otherwise act to eliminate or minimize the effects of such statute or regulation any Takeover Statute on any of the Contemplated Transactionstransactions contemplated hereby.

Appears in 11 contracts

Samples: Merger Agreement (Atheros Communications Inc), Asset Purchase Agreement (Synnex Corp), Merger Agreement (Sirf Technology Holdings Inc)

Takeover Statutes. If any Takeover Statute is or may become applicable to the Contemplated Transactionstransactions contemplated hereby, each the Board of Directors of the Company, the Company Board, Parent and the Parent Board, as applicable, shall will grant such approvals and take such actions as are necessary so that the Contemplated Transactions transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated by this Agreement hereby and otherwise act to eliminate or minimize the effects of such statute or regulation any Takeover Statute on any of the Contemplated Transactionstransactions contemplated hereby.

Appears in 10 contracts

Samples: Merger Agreement (Arthrocare Corp), Merger Agreement (Arthrocare Corp), Merger Agreement (Broadcom Corp)

Takeover Statutes. If any Takeover Statute is or may become applicable to the Contemplated TransactionsMerger or the other transactions contemplated hereby, each of the Company, the Company Board, Parent and the Parent Board, as applicable, Company and its board of directors shall grant such approvals and take such actions as are necessary so that the Contemplated Transactions such transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise act to eliminate or minimize the effects of such statute or regulation on the Contemplated Transactionssuch transactions.

Appears in 7 contracts

Samples: Merger Agreement (Metromedia International Group Inc), Merger Agreement (PLD Telekom Inc), Merger Agreement (PLD Telekom Inc)

Takeover Statutes. If any Takeover Statute is Law may become, or may become purport to be, applicable to the Contemplated TransactionsMerger or any other transactions contemplated hereby, each of the Company, the Company Board, and Parent and the Parent Board, as applicable, shall grant such approvals and take such actions as are reasonably necessary so that the Contemplated Transactions transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated by this Agreement hereby and otherwise act to eliminate or minimize the effects of such statute or regulation on the Contemplated Transactionstransactions contemplated hereby.

Appears in 7 contracts

Samples: Agreement and Plan of Merger (Energy Transfer LP), Merger Agreement (SemGroup Corp), Merger Agreement

Takeover Statutes. If any Takeover Statute is or may become applicable to the Contemplated TransactionsMerger or the other transactions contemplated by this Agreement, each of the Company, the Company Board, Parent and the Parent Board, as applicable, Company and their respective Boards of Directors shall grant such approvals and take such lawful actions as are necessary so to ensure that the Contemplated Transactions such transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise act to eliminate or minimize the effects of such statute or regulation and any regulations promulgated thereunder on the Contemplated Transactionssuch transactions.

Appears in 7 contracts

Samples: Merger Agreement (Progress Software Corp /Ma), Merger Agreement (Network Solutions Inc /De/), Merger Agreement (Persistence Software Inc)

Takeover Statutes. If any Takeover Statute is or may become applicable to the Contemplated Transactions, each of Merger or the Companyother transactions contemplated by this Agreement, the Company Board, Parent and the Parent Board, as applicable, Company Board shall grant such approvals and take such actions as are necessary so that the Contemplated Transactions such transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise act to eliminate or minimize the effects of such statute or regulation on the Contemplated Transactionssuch transactions.

Appears in 7 contracts

Samples: Merger Agreement (Blackhawk Network Holdings, Inc), Merger Agreement (Straight Path Communications Inc.), Merger Agreement (Straight Path Communications Inc.)

Takeover Statutes. If any Takeover Statute is Law may become, or may become purport to be, applicable to the Contemplated TransactionsMerger, the Support Agreements or any other transactions contemplated hereby, each of the Company, the Company Board, and Parent and the Parent Board, as applicable, shall grant such approvals and take such actions as are reasonably necessary so that the Contemplated Transactions transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated by this Agreement hereby and otherwise act to eliminate or minimize the effects of such statute or regulation on the Contemplated Transactionstransactions contemplated hereby.

Appears in 6 contracts

Samples: Agreement and Plan of Merger (Southern Union Co), Agreement and Plan of Merger (Energy Transfer Equity, L.P.), Agreement and Plan of Merger (Southern Union Co)

Takeover Statutes. If any Takeover Statute is or may become applicable to the Contemplated TransactionsMerger or the other transactions contemplated by this Agreement, each of the Company, the Company Board, Parent and the Parent Board, as applicable, Company and their respective Boards of Directors shall grant such approvals and take such lawful actions as are necessary so to ensure that the Contemplated Transactions such transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise act to eliminate or minimize the effects of such statute or regulation and any regulations promulgated thereunder on the Contemplated Transactionssuch transactions.

Appears in 6 contracts

Samples: Merger Agreement (Matria Healthcare Inc), Agreement and Plan of Reorganization (Inverness Medical Innovations Inc), Merger Agreement (Inverness Medical Innovations Inc)

Takeover Statutes. If any Takeover Statute is or may become applicable to the Contemplated Transactions, each of the Companytransactions contemplated hereby, the Company Board, Parent and the Parent Board, as applicable, Board shall grant such approvals and take such actions as are necessary so that the Contemplated Transactions transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated by this Agreement hereby and otherwise act to eliminate or minimize the effects of such statute or regulation any Takeover Statute on any of the Contemplated Transactionstransactions contemplated hereby.

Appears in 6 contracts

Samples: Merger Agreement (Performant Financial Corp), Merger Agreement (Prosper Marketplace Inc), Merger Agreement (Stratasys Ltd.)

Takeover Statutes. If any Takeover Statute is or may become applicable to the Contemplated TransactionsMerger or the other transactions contemplated by this Agreement, each of the Company, the Company Board, Parent and the Parent Board, as applicable, Company and its Board of Directors shall grant such approvals and take such actions as are necessary so that the Contemplated Transactions such transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement or by the Merger and otherwise act to eliminate or minimize the effects of such statute or regulation on the Contemplated Transactionssuch transactions.

Appears in 5 contracts

Samples: Agreement and Plan of Merger (MCN Energy Group Inc), Merger Agreement (MCN Energy Group Inc), Agreement and Plan of Merger (Detroit Edison Co)

Takeover Statutes. If any Takeover Statute is or may become applicable to the Contemplated Transactions, each of Parent and the Company, Company and the Parent Board and the Company Board, Parent and the Parent Board, as applicablerespectively, shall grant such approvals and take such actions as are necessary so that the Contemplated Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise act to eliminate or minimize the effects of such statute or regulation on the Contemplated Transactions.

Appears in 5 contracts

Samples: Merger Agreement (Forum Merger III Corp), Agreement and Plan of Merger (Majesco), Merger Agreement (DiamondPeak Holdings Corp.)

Takeover Statutes. If any “fair price”, “moratorium”, “control share acquisition” or other similar anti-takeover statute or regulation (each, a “Takeover Statute Statute”) is or may become applicable to the Contemplated Transactions, each of the Company, the Company Board, and Parent and the Company Board and Parent Board, as applicablerespectively, shall grant such approvals and take such actions as are necessary and legally permissible so that the Contemplated Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise act to eliminate or minimize the effects of such statute or regulation on the Contemplated Transactions.

Appears in 4 contracts

Samples: Merger Agreement (Patterson Uti Energy Inc), Merger Agreement (Patterson Uti Energy Inc), Merger Agreement (Nextier Oilfield Solutions Inc.)

Takeover Statutes. If any Takeover Statute is or may shall become applicable to the Contemplated Transactionstransactions contemplated hereby, each of the Company, the Company Board, Parent and Merger Subsidiary and the Parent Boardrespective members of their boards of directors shall, as applicableto the extent permitted by Applicable Law, shall use reasonable best efforts to grant such approvals and take such actions as are necessary so that the Contemplated Transactions transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement herein and otherwise act to eliminate or minimize the effects of such statute or regulation Takeover Statute on the Contemplated Transactionstransactions contemplated hereby.

Appears in 4 contracts

Samples: Merger Agreement (CVS Caremark Corp), Merger Agreement (Longs Drug Stores Corp), Merger Agreement (Catapult Communications Corp)

Takeover Statutes. If any Takeover Statute is or may reasonably become or is or may reasonably be deemed applicable to the Contemplated Transactionstransactions contemplated by this Agreement, each of the Company, the Company Board, Parent and the Parent Board, as applicablerespectively, shall to the extent permitted by applicable Law, use reasonable best efforts to grant such approvals and take such actions as are reasonably necessary or advisable so that the Contemplated Transactions such transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise act to eliminate or minimize the effects of any such statute or regulation Takeover Statutes on the Contemplated Transactionstransactions contemplated by this Agreement.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Voya Financial, Inc.), Agreement and Plan of Merger (Benefitfocus, Inc.), Merger Agreement (Benefitfocus, Inc.)

Takeover Statutes. If any Takeover Statute is or may become ----------------- applicable to the Contemplated TransactionsMerger or the other transactions contemplated by this Agreement, each of the Company, the Company Board, Parent and the Parent Board, as applicable, Company and their respective Boards of Directors shall grant such approvals and take such lawful actions as are necessary so to ensure that the Contemplated Transactions such transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise act to eliminate or minimize the effects of such statute or regulation and any regulations promulgated thereunder on the Contemplated Transactionssuch transactions.

Appears in 4 contracts

Samples: Merger Agreement (Verisign Inc/Ca), Agreement and Plan of Merger (Broadbase Software Inc), Merger Agreement (Verisign Inc/Ca)

Takeover Statutes. If any Takeover Statute is or may become applicable to the Contemplated Transactions, each Each of the Company, the Company BoardParent, Parent Merger Sub and the Parent Board, as applicable, their respective boards of directors shall grant such approvals and take such actions as are necessary so that the Contemplated Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement hereby and otherwise act to eliminate render the restrictions of any Takeover Statutes that become or minimize are deemed to be applicable to the effects of such statute Company, Parent, Merger Sub or regulation on the Contemplated Transactions, to be inapplicable to the foregoing.

Appears in 4 contracts

Samples: Merger Agreement (ICC Holdings, Inc.), Merger Agreement (ICC Holdings, Inc.), Merger Agreement (Alleghany Corp /De)

Takeover Statutes. If any Takeover Statute is or may become applicable to the Contemplated TransactionsMerger or the other transactions contemplated by this Agreement, each of the Company, the Company Board, Parent and the Parent Board, as applicable, Company and their respective Boards of Directors shall grant such approvals and take such lawful actions as are necessary so to ensure that the Contemplated Transactions such transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise act to eliminate or minimize the effects of such statute or regulation Takeover Statute and any regulations promulgated thereunder on the Contemplated Transactionssuch transactions.

Appears in 3 contracts

Samples: Merger Agreement (Eclipsys Corp), Merger Agreement (Eclipsys Corp), Merger Agreement (Neoforma Com Inc)

Takeover Statutes. If any Takeover Statute is or may become applicable to the Contemplated TransactionsMerger or the other transactions contemplated by this Agreement, each of the Company, the Company Board, Parent and the Parent Board, as applicable, Company and their respective Boards of Directors shall grant such approvals and take such actions as are necessary so that the Contemplated Transactions such transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise act to eliminate or minimize the effects of such statute or regulation on the Contemplated Transactionssuch transactions.

Appears in 3 contracts

Samples: Merger Agreement (Scopus Video Networks Ltd.), Merger Agreement (Harmonic Inc), Merger Agreement (Scopus Video Networks Ltd.)

Takeover Statutes. If any Takeover Statute is, becomes or is or may become deemed applicable to the Contemplated Transactions, each of the Company, the Company Board, Parent and the Parent Board, as applicable, Company Board shall grant such approvals and shall use commercially reasonable efforts to take such actions as are necessary and advisable so that the Contemplated Transactions such transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise act to eliminate or minimize the effects of any such statute or regulation on the Contemplated TransactionsTakeover Statutes.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Cards Acquisition Inc.), Agreement and Plan of Merger (Collectors Universe Inc), Merger Agreement (Collectors Universe Inc)

Takeover Statutes. If any Takeover Statute is or may become applicable to the Contemplated TransactionsMerger or the other transactions contemplated by this Agreement, each of the Company, the Company Board, Parent and the Parent Board, as applicable, Company and their respective Boards of Directors shall grant such approvals and take such lawful actions as are necessary so that the Contemplated Transactions such transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement or by the Merger and otherwise act to eliminate or minimize the effects of such statute or regulation statute, and any regulations promulgated thereunder, on the Contemplated Transactionssuch transactions.

Appears in 3 contracts

Samples: Merger Agreement (Chips & Technologies Inc), Merger Agreement (Chips & Technologies Inc), Merger Agreement (Intel Corp)

Takeover Statutes. If any Takeover Statute is may become, or may become purport to be, applicable to this Agreement, the Contemplated TransactionsMergers or any other transactions contemplated by this Agreement, each of the Company, the Company Board, and Parent and the Parent Board, as applicable, shall grant such approvals and take such actions as are reasonably necessary so that the Contemplated Transactions transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated by this Agreement hereby and otherwise act to eliminate or minimize the effects of such statute or regulation Takeover Statute on the Contemplated Transactionstransactions contemplated hereby.

Appears in 3 contracts

Samples: Merger Agreement (Synnex Corp), Merger Agreement (Synnex Corp), Merger Agreement (Convergys Corp)

Takeover Statutes. If any Takeover Statute is or may become applicable to the Contemplated Transactions, each of the CompanyParent, Merger Sub, the Company Board, Parent and the Parent Boardmembers of their respective boards of directors shall, as applicableto the fullest extent practicable, shall grant such approvals and take such actions as are necessary so that the Contemplated Transactions such transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise act to eliminate or minimize the effects of such statute or regulation on the Contemplated Transactionssuch transactions.

Appears in 3 contracts

Samples: Merger Agreement (Con-Way Inc.), Merger Agreement (XPO Logistics, Inc.), Merger Agreement (Pacer International Inc)

Takeover Statutes. If any Takeover Statute is or may become applicable to the Contemplated TransactionsTransactions after the date of this Agreement, each Parent, the board of the Companydirectors of Parent, the Company Board, Parent and the Parent Board, as applicable, board of directors of the Company shall each use its respective reasonable best efforts to grant such approvals and take such actions as are reasonably necessary so that the Contemplated Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise act to eliminate or minimize minimize, to the extent possible, the effects of such statute or regulation on the Contemplated Transactions.

Appears in 3 contracts

Samples: Merger Agreement (Kaydon Corp), Merger Agreement (Steinway Musical Instruments Inc), Merger Agreement (Steinway Musical Instruments Inc)

Takeover Statutes. If any Takeover Statute is, becomes or is or may become deemed applicable to the Contemplated Transactions, each of the Companytransactions contemplated by this Agreement, the Company Board, Parent and the Parent Board, as applicable, Company Board shall grant such approvals and shall take such actions as are necessary and advisable so that the Contemplated Transactions such transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise act to eliminate or minimize the effects of any such statute or regulation on the Contemplated TransactionsTakeover Statutes.

Appears in 3 contracts

Samples: Merger Agreement, Merger Agreement (LHC Group, Inc), Merger Agreement (Change Healthcare Inc.)

Takeover Statutes. If any Takeover Statute is or may become applicable to the Contemplated TransactionsMerger or the other transactions contemplated by this Agreement, each of Parent and the Company, Company and the Parent Board and the Company Board, Parent and the Parent Board, as applicablerespectively, shall grant such approvals and take such actions as are necessary so that the Contemplated Transactions such transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise act to eliminate or minimize the effects of such statute or regulation on the Contemplated Transactionssuch transactions.

Appears in 3 contracts

Samples: Merger Agreement (Destination Maternity Corp), Merger Agreement (Spectra Energy Corp.), Merger Agreement

Takeover Statutes. If any Takeover Statute is or may become ----------------- applicable to the Contemplated Transactions, each of the Company, the Company Board, Parent and the Parent Board, as applicable, Company and its board of directors shall grant such approvals and take such actions as are reasonably necessary so that the Contemplated Transactions such transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement or by the Merger and otherwise act to eliminate or minimize the effects of such statute or regulation on the Contemplated Transactionssuch transactions.

Appears in 3 contracts

Samples: Merger Agreement (International Technology Corp), Merger Agreement (Ohm Corp), Merger Agreement (Ohm Corp)

Takeover Statutes. If any Takeover Statute is or may become applicable to the Contemplated TransactionsMerger or the other transactions contemplated by this Agreement, each of the CompanyParent, the Company Board, Parent and the Parent Board, as applicable, Company’s board of directors shall grant such approvals and take such actions as are necessary so that the Contemplated Transactions such transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement or by the Merger and otherwise act to eliminate or minimize the effects of such statute or regulation Takeover Statute on the Contemplated Transactionssuch transactions.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Roivant Sciences Ltd.), Agreement and Plan of Merger (Organon & Co.)

Takeover Statutes. If any Takeover Statute is, becomes or is or may become deemed applicable to the Contemplated Transactions, each of the Company, transactions contemplated by this Agreement the Company Board, Parent and the Parent Board, as applicable, Company Board shall grant such approvals and shall take such actions as are reasonably necessary and advisable so that the Contemplated Transactions such transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise act to eliminate or minimize the effects of any such statute or regulation on the Contemplated TransactionsTakeover Statutes.

Appears in 2 contracts

Samples: Merger Agreement (United Rentals, Inc.), Merger Agreement

Takeover Statutes. If any Takeover Statute is or may shall become applicable to the Contemplated Transactions, each of the Companytransactions contemplated hereby, the Company Board, Parent and the Parent Board, as applicable, members of the Board of Directors of the Company shall grant such approvals and take such actions as are necessary so that the Contemplated Transactions transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated by this Agreement hereby and otherwise act to eliminate or minimize the effects of such statute or regulation on the Contemplated Transactionstransactions contemplated hereby.

Appears in 2 contracts

Samples: Merger Agreement (Solvay S a /Adr/), Merger Agreement (Unimed Pharmaceuticals Inc)

Takeover Statutes. If any Takeover Statute is or may become applicable to the Contemplated TransactionsMerger or the other transactions contemplated by this Agreement, each of the CompanyParent, Merger Sub, the Company Board, Parent and the Parent Board, as applicable, their respective boards of directors shall grant such approvals and take such actions as are necessary so that the Contemplated Transactions such transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise act to eliminate or minimize the effects of such statute or regulation on the Contemplated Transactionssuch transactions.

Appears in 2 contracts

Samples: Merger Agreement, Merger Agreement (Sigma Aldrich Corp)

Takeover Statutes. If any Takeover Statute is or may become applicable to the Contemplated Company, Parent, Holdco, the Merger Subs or the Transactions, each of Parent and the Company, Company and the Parent Board and the Company Board, Parent and the Parent Board, as applicablerespectively, shall grant such approvals and take such actions as are necessary so that the Contemplated Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise act to eliminate or minimize the effects of such statute or regulation on the Contemplated Transactions.

Appears in 2 contracts

Samples: Merger Agreement (DraftKings Inc.), Merger Agreement (Golden Nugget Online Gaming, Inc.)

Takeover Statutes. If any Takeover Statute is or may become applicable to the Contemplated TransactionsMerger or any of the Transactions after the date of this Agreement, each of Parent, the Companyboard of directors of Parent, the Company Board, Parent and the Parent Board, as applicable, Company Board shall use its respective commercially reasonable efforts to grant such approvals and take such actions as are reasonably necessary so that the Contemplated Transactions such Transaction may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise act to eliminate or minimize minimize, to the extent possible, the effects of such statute or regulation on the Contemplated Transactionssuch Transaction.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Chindex International Inc), Merger Agreement (Chindex International Inc)

Takeover Statutes. If any Takeover Statute is or may become applicable to the Contemplated Transactions, each of the Company, the Company Board, Parent and the Parent Board, as applicable, shall Board or a duly authorized committee thereof will grant such approvals and will use reasonable best efforts to take such actions as are necessary so that the Contemplated Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise use reasonable best efforts to act to eliminate or minimize the effects of such statute or regulation on the Contemplated Transactions.

Appears in 2 contracts

Samples: Merger Agreement (Horizon Global Corp), Merger Agreement (Meridian Bioscience Inc)

Takeover Statutes. If any Takeover Statute is or may become applicable to the Contemplated Transactions, each of the Company, the Company Board, Parent and the Parent Board, as applicable, Company shall grant take all necessary lawful action to ensure that such approvals and take such actions as are necessary so that the Contemplated Transactions may be consummated as promptly as practicable on the terms contemplated by and subject to the conditions set forth in this Agreement and otherwise act to eliminate or minimize the effects of such statute or regulation on the Contemplated TransactionsTakeover Statute.

Appears in 2 contracts

Samples: Merger Agreement (Steel Connect, Inc.), Merger Agreement (Steel Partners Holdings L.P.)

Takeover Statutes. If any Takeover Statute is or may shall become applicable to the Contemplated TransactionsOffer, the Merger or any other transactions contemplated hereby, each of the Company, the Company Board, and Parent and the Parent Board, as applicable, members of their respective Boards of Directors shall grant such approvals and take such actions as are reasonably necessary so that the Contemplated Transactions transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated by this Agreement hereby, and shall otherwise act to eliminate or minimize the effects of such statute or regulation Takeover Statute on the Contemplated Transactionstransactions contemplated hereby.

Appears in 2 contracts

Samples: Merger Agreement (Caucuscom Mergerco Corp.), Merger Agreement (Metromedia International Group Inc)

Takeover Statutes. If any Takeover Statute is or may become becomes applicable to the Contemplated Transactionstransactions contemplated by this Agreement, each of the Company, the Company Board, and Parent and the Parent Board, as applicable, members of their respective Boards of Directors shall grant such approvals and shall take such actions as are reasonably necessary and advisable so that the Contemplated Transactions such transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise act to eliminate or minimize the effects of any such statute or regulation Takeover Statutes on the Contemplated Transactionstransactions contemplated hereby.

Appears in 2 contracts

Samples: Merger Agreement (Hill-Rom Holdings, Inc.), Merger Agreement (Baxter International Inc)

Takeover Statutes. If any Takeover Statute is or may become applicable to the Contemplated TransactionsMerger or the other transactions contemplated by this Agreement, each of Parent and the Company, Company and the Parent Board and the Company Board, Parent and the Parent Board, as applicablerespectively, shall grant such approvals and take such actions as are necessary so that the Contemplated Transactions such transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement Agreement, as the case may be, and otherwise act to eliminate or minimize the effects of such statute or regulation on the Contemplated Transactionssuch transactions.

Appears in 2 contracts

Samples: Merger Agreement (B. Riley Financial, Inc.), Merger Agreement (FBR & Co.)

Takeover Statutes. If any Takeover Statute is or may become applicable to the Contemplated TransactionsMerger or the other transactions contemplated by this Agreement, each of the CompanyParent, Merger Sub, the Company Board, Parent and the Parent Board, as applicable, their respective boards of directors shall grant such reasonable approvals and take such reasonable actions as are necessary so that the Contemplated Transactions such transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise act to eliminate or minimize the effects of such statute or regulation on the Contemplated Transactionssuch transactions.

Appears in 2 contracts

Samples: Merger Agreement (Sparton Corp), Merger Agreement (Sparton Corp)

Takeover Statutes. If any Takeover Statute is or may become applicable to the Contemplated TransactionsIssuance, each of the CompanyPurchase, the Conversion or the other transactions contemplated by this Agreement, the Company Board, Parent and the Parent Board, as applicable, its board of directors shall grant such approvals and take such actions as are necessary so that the Contemplated Transactions such transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise act to eliminate or minimize the effects of such statute or regulation on the Contemplated Transactionssuch transactions.

Appears in 2 contracts

Samples: Debt Conversion and Purchase and Sale Agreement (Bebe Stores, Inc.), Debt Conversion and Purchase and Sale Agreement (B. Riley Financial, Inc.)

Takeover Statutes. If any Takeover Statute is or may become applicable to the Contemplated Transactions, each of the Company, the Company BoardManagers, Parent and the Parent Board, as applicable, shall grant such approvals and take such actions as are necessary so that the Contemplated Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise act to eliminate or minimize the effects of such statute or regulation on the Contemplated Transactions.

Appears in 2 contracts

Samples: Merger Agreement (NTN Buzztime Inc), Merger Agreement (BioPharmX Corp)

Takeover Statutes. If any Takeover Statute is or may become applicable to the Contemplated Transactions, each Merger or any of the Companyother transactions contemplated by this Agreement, Parent, the board of directors of Parent, the Company Board, Parent and the Parent Board, as applicable, Company Board shall each use its respective reasonable best efforts to grant such approvals and take such actions as are reasonably necessary so that the Contemplated Transactions such transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise act to eliminate or minimize minimize, to the extent possible, the effects of such statute or regulation Takeover Statute on the Contemplated TransactionsMerger or any of the other transactions contemplated by this Agreement.

Appears in 2 contracts

Samples: Merger Agreement (IPC Healthcare, Inc.), Merger Agreement (Team Health Holdings Inc.)

Takeover Statutes. If any Takeover Statute is or may become applicable to the Contemplated Transactions, each of the Company, the Company Board, Parent and the Parent Board, as applicable, shall grant such approvals and take such actions as are necessary so that the Contemplated Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise act to eliminate or minimize the effects of such statute or regulation on the Contemplated Transactions.

Appears in 2 contracts

Samples: Merger Agreement (Rada Electronic Industries LTD), Merger Agreement (Leonardo DRS, Inc.)

Takeover Statutes. If any Takeover Statute is or may become applicable to the Contemplated TransactionsMerger or any of the other transactions contemplated by this Agreement, each of the Company, the Company Board, Parent and the Parent Board, as applicable, Company and their respective boards of directors shall grant such approvals and take such actions as are necessary so that the Contemplated Transactions such transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement or by the Merger and otherwise use reasonable best efforts to act to eliminate or minimize the effects of such statute or regulation on the Contemplated Transactionssuch transactions.

Appears in 2 contracts

Samples: Merger Agreement (Equifax Inc), Merger Agreement (Talx Corp)

Takeover Statutes. If any Takeover Statute takeover statute is or may become applicable ----------------- to the Contemplated TransactionsMerger or the other transactions contemplated by this Agreement, each of the Company, the Company Board, Parent and the Parent Board, as applicable, Company and their respective Boards of Directors shall grant such approvals and take such lawful actions as are necessary so to ensure that the Contemplated Transactions such transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise act to eliminate or minimize the effects of such statute or regulation and any regulations promulgated thereunder on the Contemplated Transactionssuch transactions.

Appears in 2 contracts

Samples: Merger Agreement (Egghead Com Inc), Merger Agreement (Onsale Inc)

Takeover Statutes. If any Takeover Statute takeover statute is or may become applicable to the Contemplated TransactionsAmalgamation or any of the Transactions after the date hereof, each of Parent, the Companyboard of directors of Parent, the Company Board, Parent and the Parent Board, as applicable, Company Board shall use its respective commercially reasonable efforts to grant such approvals and take such actions as are reasonably necessary so that the Contemplated Transactions such Transaction may be consummated as promptly as practicable on the terms and subject to the conditions contemplated by this Agreement and otherwise act to eliminate or minimize minimize, to the extent possible, the effects of such statute or regulation on the Contemplated Transactionssuch Transaction.

Appears in 2 contracts

Samples: Amalgamation Agreement, Amalgamation Agreement (Global Sources LTD /Bermuda)

Takeover Statutes. If any Takeover Statute is or may become applicable to the Contemplated Transactionstransactions contemplated by this Agreement, each of Parent and the Company, the Company Board, Parent respective members of their boards of directors and the Parent Board, as applicable, Special Committee shall grant such approvals and take such actions as are necessary so that the Contemplated Transactions such transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and shall use their reasonable best efforts to otherwise act to eliminate or minimize the effects of such statute or regulation Takeover Statute on the Contemplated Transactionssuch transactions.

Appears in 2 contracts

Samples: Merger Agreement (AeroGrow International, Inc.), Merger Agreement (SMG Growing Media, Inc.)

Takeover Statutes. If any Takeover Statute is or may become ----------------- applicable to the Contemplated TransactionsOffer, the Merger or the other transactions contemplated by this Agreement, each of the Company, the Company Board, Parent and the Parent Board, as applicable, Company and their respective Boards of Directors shall grant such approvals and take such lawful actions as are necessary so to ensure that the Contemplated Transactions such transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise act to eliminate or minimize the effects of such statute or regulation and any regulations promulgated thereunder on the Contemplated Transactionssuch transactions.

Appears in 2 contracts

Samples: Merger Agreement (CSW Acquisition Corp), Merger Agreement (Oracle Corp /De/)

Takeover Statutes. If any Takeover Statute is or may become applicable to the Contemplated TransactionsMerger or the other transactions contemplated by this Agreement, each of the Company, the Company Board, Parent and the Parent Board, as applicable, Company and the board of directors of the Company shall grant such approvals and take such actions as are reasonably necessary so that the Contemplated Transactions such transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise act to eliminate or minimize (to the greatest extent practicable) the effects of such statute or regulation Takeover Statute on the Contemplated Transactionssuch transactions.

Appears in 2 contracts

Samples: Merger Agreement (Midamerican Energy Holdings Co /New/), Merger Agreement (Nv Energy, Inc.)

Takeover Statutes. If any Takeover Statute or any takeover provision in the Company’s certificate of incorporation or bylaws is or may become applicable to this Agreement (including the Contemplated TransactionsMerger or the other transactions contemplated by this Agreement), each of the Company, the Company Board, Parent and the Parent Board, as applicable, Company and their respective boards of directors shall promptly grant such approvals and take such actions as are necessary so that the Contemplated Transactions such transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise promptly act to eliminate or minimize the effects of such statute Takeover Statute, regulation or regulation provision on the Contemplated Transactionssuch transactions.

Appears in 2 contracts

Samples: Merger Agreement (Altria Group, Inc.), Agreement and Plan of Merger (Ust Inc)

Takeover Statutes. If any Takeover Statute is or may become applicable to the Contemplated TransactionsMerger or the other transactions contemplated by this Agreement, each of the Company, the Company Board, Parent and the Parent Board, as applicable, Company and their respective Boards of Directors shall grant such approvals and take such lawful actions as are necessary so to ensure that the Contemplated Transactions such transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement Agreement, and otherwise act to eliminate or minimize the effects of such statute or regulation and any regulations promulgated thereunder on the Contemplated Transactionssuch transactions.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Inverness Medical Innovations Inc)

Takeover Statutes. If any Takeover Statute is or may become applicable to the Contemplated Transactions, each any of the CompanyTransactions, the Company Board, Parent and the Parent Board, as applicable, Company Board shall grant such approvals and take such actions as are necessary so that the Contemplated such Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise act to eliminate or minimize the effects of such statute or regulation on the Contemplated such Transactions.. Section 16

Appears in 1 contract

Samples: Merger Agreement (Varsity Group Inc)

Takeover Statutes. If any Takeover Statute is or may become applicable to the Contemplated Transactions, each of the Company, the Company Board, Parent Buyer and the Parent Buyer Board, as applicable, shall grant such approvals and take such actions as are necessary so that the Contemplated Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise act to eliminate or minimize the effects of such statute or regulation on the Contemplated Transactions.

Appears in 1 contract

Samples: Merger Agreement (Seachange International Inc)

Takeover Statutes. If any Takeover Statute is or may become applicable to any of the Contemplated Transactions, each of the CompanySellers and their respective boards of directors, the Company Boardgeneral partners, Parent and the Parent Boardmanaging members or managing boards, as applicable, shall grant such approvals and take such actions as are necessary so that the Contemplated Transactions such transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement the Transaction Documents, and otherwise act to eliminate or minimize the effects of such statute or regulation on the Contemplated such Transactions.

Appears in 1 contract

Samples: Merger Agreement (Nvest Lp)

Takeover Statutes. If any Takeover Statute is or may become becomes applicable to the Contemplated Transactions, then each of the Company, the Company BoardParent, Parent Purchaser, and the Parent Board, as applicable, their respective Boards of Directors shall grant such approvals and take such reasonable actions as are necessary so that the Contemplated Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement hereby and otherwise act to eliminate or minimize render such Takeover Statute inapplicable to the effects of such statute or regulation on the Contemplated Transactionsforegoing.

Appears in 1 contract

Samples: Merger Agreement (Acceleron Pharma Inc)

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Takeover Statutes. If any Takeover Statute is or may become applicable to the Contemplated Transactionstransactions contemplated by this Agreement or the Transaction Documents, the respective board of directors of each of the Company, the Company Board, Parent and the Parent Board, as applicable, Company shall grant such approvals and take such actions as are necessary so that the Contemplated Transactions transactions contemplated by this Agreement and the Transaction Documents may be consummated as promptly as practicable on the terms contemplated by this Agreement hereby and otherwise act to eliminate or minimize the effects of any such statute or regulation Takeover Statute on any of the Contemplated Transactionstransactions contemplated hereby.

Appears in 1 contract

Samples: Merger Agreement (Nice Systems LTD)

Takeover Statutes. If any Takeover Statute is or may become applicable to the Contemplated Transactionstransactions contemplated hereby, each the board of directors of the Company, the Company Board, Parent and the Parent Boardor Parent, as applicablethe case may be, shall will grant such approvals and take such actions as are necessary so that the Contemplated Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise act to eliminate or minimize the effects of such statute or regulation on the Contemplated Transactions.transactions

Appears in 1 contract

Samples: Merger Agreement (Sonicblue Inc)

Takeover Statutes. If any Takeover Statute is or may become applicable to the Contemplated Merger or the other Transactions, each of the Company, the Company Board, and Parent and the Parent Board, as applicable, members of their respective boards of directors shall grant such approvals and take such actions as are reasonably necessary so that the Contemplated Transactions such transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and the CVR Agreement and otherwise act to eliminate or minimize the effects of such statute or regulation Takeover Statute on the Contemplated Transactionssuch transactions.

Appears in 1 contract

Samples: Merger Agreement (Gracell Biotechnologies Inc.)

Takeover Statutes. If any Takeover Statute is or may similar Law will become applicable to the Contemplated Transactionstransactions contemplated by this Agreement, each of the Company, the Company Board, Merger Sub and Parent and the Parent Board, as applicable, shall their respective board of directors (or equivalent governing body) will grant such approvals and take such actions as are reasonably necessary so that the Contemplated Transactions transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated by this Agreement hereby and otherwise act to eliminate or minimize the effects of such statute or regulation on the Contemplated Transactionstransactions contemplated hereby.

Appears in 1 contract

Samples: Merger Agreement (Parker Hannifin Corp)

Takeover Statutes. If any Takeover Statute takeover statute is or may become applicable to the Contemplated TransactionsMerger or the other transactions contemplated by this Agreement, each of the Company, the Company Board, Parent and the Parent Board, as applicable, Company and their respective Boards of Directors shall grant such approvals and take such lawful actions as are necessary so to ensure that the Contemplated Transactions Merger and such other transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise act to eliminate or minimize the effects of such statute or regulation and any regulations promulgated thereunder on the Contemplated Transactionssuch transactions.

Appears in 1 contract

Samples: Merger Agreement (Flextronics International LTD)

Takeover Statutes. If any Takeover Statute is or may become applicable to the Contemplated Transactions, each of the Company, the Company Board, Parent and the Parent Board, as applicable, shall grant such approvals and take such actions as are necessary so that the Contemplated Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise act to eliminate or minimize the effects of such statute or regulation on the Contemplated Transactions.. 50

Appears in 1 contract

Samples: Merger Agreement

Takeover Statutes. If any Takeover Statute takeover statute is or may become applicable to the Contemplated TransactionsMerger or the other transactions contemplated by this Agreement, each of the Company, the Company Board, and Parent and the Parent Boardtheir respective boards of directors shall, as applicablesubject to applicable Law, shall grant such approvals and use their best reasonable efforts to take such actions as are necessary so that the Contemplated Transactions such transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise act to eliminate or minimize the effects of such takeover statute or regulation on the Contemplated Transactionssuch transactions.

Appears in 1 contract

Samples: Merger Agreement (Movie Star Inc /Ny/)

Takeover Statutes. If any Takeover Statute is or may become applicable ----------------- to the Contemplated TransactionsMerger or the other transactions contemplated by this Agreement, each of the Company, the Company Board, Parent and the Parent Board, as applicable, Company and their respective Boards of Directors shall grant such 2-45 approvals and take such lawful actions as are necessary so to ensure that the Contemplated Transactions such transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise act to eliminate or minimize the effects of such statute or regulation and any regulations promulgated thereunder on the Contemplated Transactionssuch transactions.

Appears in 1 contract

Samples: Merger Agreement (Phazar Corp)

Takeover Statutes. If any Takeover Statute is or may become applicable to the Contemplated Transactions, each of the Company, the Company Board, Parent and the Parent BoardParties (including its board of directors or any committees thereof), as applicable, shall grant such approvals and take such actions as are reasonably necessary so that the Contemplated Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise act to eliminate or minimize the effects of such statute or regulation on the Contemplated Transactions.

Appears in 1 contract

Samples: Merger Agreement (Conatus Pharmaceuticals Inc.)

Takeover Statutes. If any Takeover Statute is or may become be come applicable to the Contemplated Transactions, each transactions contemplated hereby after the date of the Company, the Company Boardthis Agreement, Parent and the Parent Board, as applicable, Company shall each use its respective commercially reasonable efforts to grant such approvals and take such actions as are reasonably necessary so that the Contemplated Transactions transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise act to eliminate or minimize minimize, to the extent possible, the effects of such statute or regulation Takeover Statute on the Contemplated Transactionstransactions contemplated hereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (USMD Holdings, Inc.)

Takeover Statutes. If any Takeover Statute is or may become applicable ----------------- to the Contemplated TransactionsMerger or the other transactions contemplated by this Agreement, each of the Company, the Company Board, Parent and the Parent Board, as applicable, Company and their respective Boards of Directors and the Principals shall grant such approvals and take such lawful actions as are necessary so to ensure that the Contemplated Transactions such transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise act to eliminate or minimize the effects of such statute or regulation and any regulations promulgated thereunder on the Contemplated Transactionssuch transactions.

Appears in 1 contract

Samples: Merger Agreement (Ydi Wireless Inc)

Takeover Statutes. If any Takeover Statute is or may become applicable to the Contemplated TransactionsMerger or the other transactions contemplated by this Agreement, each of the CompanyCompany and Parent shall use its reasonable best efforts, the Company Board, Parent and the Parent Board, as applicable, members of their respective boards of directors shall grant such approvals and approvals, to take such actions as are necessary so that the Contemplated Transactions such transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise act to eliminate or minimize the effects of such statute or regulation on the Contemplated Transactionssuch transactions.

Appears in 1 contract

Samples: Merger Agreement (Zhangmen Education Inc.)

Takeover Statutes. If any Takeover Statute is or may shall become applicable to the Contemplated Transactions, each of the Company, the Company Boardtransactions contemplated hereby, Parent and the Parent Board, as applicable, Company and their respective Boards of Directors shall use their reasonable best efforts to grant such approvals and to take such other actions as are necessary so that the Contemplated Transactions transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated by this Agreement hereby and shall otherwise act to eliminate or minimize the effects of any such statute or regulation on the Contemplated Transactionstransactions contemplated hereby.

Appears in 1 contract

Samples: Merger Agreement (Rorie Margaret S)

Takeover Statutes. If any Takeover Statute is or may become applicable to the Contemplated Transactions, each of the Companytransactions contemplated hereby, the Company Board, board of directors (or equivalent body) of Parent and the Parent Board, as applicable, shall will grant such approvals and take such actions as are necessary so that the Contemplated Transactions transactions contemplated by this Agreement and the Ancillary Agreements may be consummated as promptly as practicable on the terms contemplated by this Agreement hereby and otherwise act to eliminate or minimize the effects of such statute or regulation any Takeover Statute on any of the Contemplated Transactionstransactions contemplated hereby.

Appears in 1 contract

Samples: Asset Purchase Agreement (Ceelox Inc.)

Takeover Statutes. If any Takeover Statute is or may become applicable to the Contemplated Transactions, each of the Company, the Company Board, Parent and the Parent Board, as applicable, Board or a duly authorized committee thereof shall grant such approvals and take such actions as are necessary so that the Contemplated Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise act to eliminate or minimize the effects of such statute or regulation on the Contemplated Transactions.

Appears in 1 contract

Samples: Merger Agreement (Cooper Tire & Rubber Co)

Takeover Statutes. If any Takeover Statute is or may become applicable to the Contemplated Transactions, each of the Company, the Company Board, Parent and the Parent Board, as applicable, its board of directors shall grant such approvals and take such actions as are necessary so that the Contemplated Transactions may shall be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise act to eliminate or minimize the effects of such statute or regulation on the Contemplated Transactions.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (TrueCar, Inc.)

Takeover Statutes. If any Takeover Statute is or may become applicable to the Contemplated Transactions, then, prior to the Closing, each of the Company, the Company Board, Parent and the Parent Board, as applicable, shall grant such approvals and take such actions as are necessary so that the Contemplated Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise shall act to eliminate or minimize the effects of such statute or regulation on the Contemplated Transactions.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Leap Therapeutics, Inc.)

Takeover Statutes. If any Takeover Statute is or may become ----------------- applicable to any of the Contemplated Transactions, each of the CompanySellers and their respective boards of directors, the Company Boardgeneral partners, Parent and the Parent Boardmanaging members or managing boards, as applicable, shall grant such approvals and take such actions as are necessary so that the Contemplated Transactions such transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement the Transaction Documents, and otherwise act to eliminate or minimize the effects of such statute or regulation on the Contemplated such Transactions.

Appears in 1 contract

Samples: Implementation and Merger Agreement (Pimco Advisors Holdings Lp)

Takeover Statutes. If any Takeover Statute is or may become applicable to the Contemplated Transactionstransactions contemplated by this Agreement, each of Parent and the Company, Company and the Parent Board and the Company Board, Parent and the Parent Board, as applicablerespectively, shall grant such approvals and take such actions as are reasonably necessary so that the Contemplated Transactions such transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement Agreement, as the case may be, and otherwise act to eliminate or minimize the effects of such statute or regulation on the Contemplated Transactionssuch transactions.

Appears in 1 contract

Samples: Merger Agreement (Syntel Inc)

Takeover Statutes. If any Takeover Statute is, becomes or is or may become deemed applicable to the Contemplated Transactions, each of the Company, the Company Board, Parent and the Parent Board, as applicable, Company Board shall grant such approvals and and, along with Parent, shall take such actions as are reasonably necessary and advisable so that the Contemplated Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise act to eliminate or minimize the effects of any such statute or regulation on the Contemplated TransactionsTakeover Statutes.

Appears in 1 contract

Samples: Merger Agreement (Textainer Group Holdings LTD)

Takeover Statutes. If any Takeover Statute is or may become becomes applicable to any of the Contemplated Transactions, each of the Company, the Company Board, Parent and the Parent Board, as applicable, shall Company will use its reasonable best efforts to grant such approvals and take such actions as are necessary so that the Contemplated Transactions may be consummated as promptly as practicable on the terms and conditions contemplated by this Agreement hereby and otherwise to act to eliminate or minimize to the effects extent practicable the effect of such statute or regulation any Takeover Statute on any of the Contemplated Transactions.

Appears in 1 contract

Samples: Merger Agreement (Calamos Asset Management, Inc. /DE/)

Takeover Statutes. If any Takeover Statute is or may become applicable to the Contemplated TransactionsMerger or the other transactions contemplated by this Agreement, each of the Company, the Company Board, Parent and the Parent Board, as applicable, Company and its respective board of directors shall grant such approvals and take such actions as are necessary so that the Contemplated Transactions such transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise act to eliminate or minimize the effects of such statute or regulation on the Contemplated Transactionssuch transactions.

Appears in 1 contract

Samples: Merger Agreement (Metromedia Fiber Network Inc)

Takeover Statutes. If any Takeover Statute is or may become applicable to the Contemplated TransactionsTransaction, each of the Company, the Company Board, the Parent and the Parent Board, as applicable, shall grant such approvals and take such actions as are necessary so that the Contemplated Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise act to eliminate or minimize the effects of such statute or regulation on the Contemplated Transactions.

Appears in 1 contract

Samples: Merger Agreement (First Wave BioPharma, Inc.)

Takeover Statutes. If any Takeover Statute is or may become applicable to the Contemplated TransactionsMerger or the other transactions contemplated by this Agreement, each of the Company, the Company Board, Parent and the Parent Board, as applicable, Company and its respective board of directors shall grant such approvals and take such actions as are necessary so that the Contemplated Transactions such transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement Agreement, any necessary filings are made and otherwise act to eliminate or minimize the effects of such statute or regulation on the Contemplated Transactionssuch transactions.

Appears in 1 contract

Samples: Merger Agreement (Click Commerce Inc)

Takeover Statutes. If any Takeover Statute is or may become applicable to the Contemplated Transactions, each of the Company, the Company Board, Parent and the Parent Board, as applicable, shall grant such approvals and take such actions as are necessary so that the Contemplated Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise act to eliminate or minimize the effects of such statute or regulation on the Contemplated Transactions.. Table of Contents

Appears in 1 contract

Samples: Merger Agreement (Versartis, Inc.)

Takeover Statutes. If any Takeover Statute is or may become applicable to the Contemplated Transactionstransactions contemplated by this Agreement, each of Parent and the Company, the Company Board, Parent and the Parent Board, as applicablerespective members of their boards of directors, shall grant such approvals and take such actions as are necessary so that the Contemplated Transactions such transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and shall use their reasonable best efforts to otherwise act to eliminate or minimize the effects of such statute or regulation on the Contemplated Transactionssuch transactions.

Appears in 1 contract

Samples: Merger Agreement

Takeover Statutes. If any Takeover Statute is or may become applicable to the Contemplated Transactions, each of the Companytransactions contemplated hereby, the Company Board, Parent and the Parent Board, as applicable, Board shall grant such approvals and take such actions as are necessary so that the Contemplated Transactions transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise act to eliminate or minimize the effects of such statute or regulation on the Contemplated Transactions.terms

Appears in 1 contract

Samples: Merger Agreement (Prosper Marketplace, Inc)

Takeover Statutes. If any Takeover Statute is or may become applicable to as a result of the Contemplated Transactions, each of the Company, the Company Board, Parent and the Parent Board, as applicable, shall grant such approvals and take such actions as are necessary so that the Contemplated Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise act to eliminate or minimize the effects of such statute or regulation on the Contemplated Transactions.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Terra Tech Corp.)

Takeover Statutes. If any Takeover Statute is or may become applicable to the Contemplated Transactions, each of the Company, Company and the Company Board, Parent and the Parent Board, as applicablerespectively, shall grant such approvals and take such actions as are necessary and legally permissible so that the Contemplated Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise act to eliminate or minimize the effects of such statute or regulation on the Contemplated Transactions.

Appears in 1 contract

Samples: Merger Agreement (Rogers Corp)

Takeover Statutes. If any Takeover Statute is or may become ----------------- applicable to the Contemplated TransactionsMerger or the other transactions contemplated by this Agreement, each of the Company, the Company Board, Parent and the Parent Board, as applicable, Company and their respective Boards of Directors shall grant such approvals and take such lawful actions as are necessary so to ensure that the Contemplated Transactions such transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise act to eliminate or minimize the effects of such statute or regulation and any regulations promulgated thereunder on the Contemplated Transactionssuch transactions.

Appears in 1 contract

Samples: Merger Agreement (Oracle Corp /De/)

Takeover Statutes. If any Takeover Statute is or may become applicable ----------------- to the Contemplated TransactionsMerger or the other transactions contemplated by this Agreement, each of the Company, the Company Board, Parent and the Parent Board, as applicable, Company and their respective Boards of Directors shall grant such 2.1-45 approvals and take such lawful actions as are necessary so to ensure that the Contemplated Transactions such transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise act to eliminate or minimize the effects of such statute or regulation and any regulations promulgated thereunder on the Contemplated Transactionssuch transactions.

Appears in 1 contract

Samples: Merger Agreement (Phazar Corp)

Takeover Statutes. If any Takeover Statute is or may become applicable to the Contemplated TransactionsMerger or the other transactions contemplated by this Agreement, each of the Company, the Company Board, Parent and the Parent Board, as applicable, Company and their respective Boards of Directors shall grant such approvals and take such lawful actions as are necessary so to ensure that the Contemplated Transactions such transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise act to eliminate or minimize the effects of such statute or regulation and any regulations promulgated thereunder on the Contemplated Transactions.such transactions. EXECUTION COPY

Appears in 1 contract

Samples: Merger Agreement (Ydi Wireless Inc)

Takeover Statutes. If any Takeover Statute is, becomes or is or may become deemed applicable to the Contemplated Transactions, each of the Company, the Company Board, Parent and the Parent Board, as applicable, Company Board shall grant such approvals and, along with Public Parent and Parent, shall take such actions as are reasonably necessary and advisable so that the Contemplated Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise act to eliminate or minimize the effects of any such statute or regulation on the Contemplated TransactionsTakeover Statutes.

Appears in 1 contract

Samples: Merger Agreement (Triton International LTD)

Takeover Statutes. If any Takeover Statute is or may become applicable to the Contemplated Merger or the other Transactions, each of the Company, the Company Board, and Parent and the Parent Board, as applicable, members of their respective boards of directors shall grant such approvals and take such actions as are reasonably necessary so that the Contemplated Transactions such transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise act to eliminate or minimize the effects of such statute or regulation Takeover Statute on the Contemplated Transactionssuch transactions.

Appears in 1 contract

Samples: Merger Agreement (Chindata Group Holdings LTD)

Takeover Statutes. If any Takeover Statute or Parent Takeover Statute is or may become applicable to the Contemplated Transactionstransactions contemplated by this Agreement, each of the Company, the Company Board, and its Board of Directors and Parent and the Parent Boardits Supervisory and Executive Boards shall, as applicablesubject to applicable Law, shall grant such any approvals and take such any actions as are necessary so that the Contemplated Transactions transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement Agreement, and otherwise act to eliminate or minimize the effects of such statute any Takeover Statute or regulation Parent Takeover Statute on the Contemplated Transactionsthese transactions.

Appears in 1 contract

Samples: Merger Agreement (Ims Health Inc)

Takeover Statutes. If any Takeover Statute is may become, or may become purport to be, applicable to this Agreement or the Contemplated Transactions, each of Parent shall grant, and the Company, Sellers shall grant or shall cause the Company Boardto grant, Parent and the Parent Board, as applicable, shall grant such approvals and take such actions as are reasonably necessary so that the Contemplated Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement hereby and otherwise act to eliminate or minimize the effects of such statute or regulation Takeover Statute on the Contemplated Transactions.

Appears in 1 contract

Samples: Share Purchase and Contribution Agreement (Concentrix Corp)

Takeover Statutes. If any Takeover Statute is or may become applicable to the Contemplated Transactions, each any of the CompanyTransactions, the Company Board, Parent and the Parent Board, as applicable, Company Board shall grant such approvals and take such actions as are necessary so that the Contemplated such Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise act to eliminate or minimize the effects of such statute or regulation on the Contemplated such Transactions.

Appears in 1 contract

Samples: Merger Agreement (Genlyte Group Inc)

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