Takeover Statutes. If any “control share acquisition,” “fair price,” “moratorium” or other antitakeover or similar statute or regulation shall become applicable to the transactions contemplated by this Agreement, each of the Company, Parent and Merger Subsidiary and the respective members of their boards of directors shall, to the extent permitted by Applicable Law, use reasonable best efforts to grant such approvals and to take such actions as are reasonably necessary so that the transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated herein and otherwise to take all such other actions as are reasonably necessary to eliminate or minimize the effects of any such statute or regulation on the transactions contemplated hereby.
Appears in 12 contracts
Samples: Merger Agreement (Fei Co), Merger Agreement (Affymetrix Inc), Merger Agreement (SS&C Technologies Holdings Inc)
Takeover Statutes. If any “control share acquisition,” “fair price,” “moratorium” or other antitakeover or similar statute or regulation shall become applicable to the transactions contemplated by this Agreement, each of the Company, Parent and Merger Subsidiary Sub and the respective members of their boards of directors shall, to the extent permitted by Applicable Law, use reasonable best efforts to grant such approvals and to take such actions as are reasonably necessary so that the transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated herein and otherwise to take all such other actions as are reasonably necessary to eliminate or minimize the effects of any such statute or regulation on the transactions contemplated hereby.
Appears in 8 contracts
Samples: Merger Agreement (Sovos Brands, Inc.), Merger Agreement (Campbell Soup Co), Merger Agreement (Denbury Inc)
Takeover Statutes. If any The Company shall, to the extent permitted by Applicable Law, use its reasonable best efforts (a) to take all actions necessary so that no “control share acquisition,” “fair price,” “moratorium” or other antitakeover or similar statute or regulation shall become becomes applicable to the transactions contemplated by this Agreement and (b) if any such antitakeover or similar statute or regulation becomes applicable to the transactions contemplated by this Agreement, each of the Company, Parent and Merger Subsidiary and the respective members of their boards of directors shall, to the extent permitted by Applicable Law, use reasonable best efforts to grant such approvals and to take such all actions as are reasonably necessary so that the transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated herein and otherwise to take all such other actions as are reasonably necessary to eliminate or minimize the effects of any such statute or regulation on the transactions contemplated hereby.
Appears in 6 contracts
Samples: Merger Agreement (Shire Pharmaceutical Holdings Ireland Ltd.), Merger Agreement (NPS Pharmaceuticals Inc), Merger Agreement (Measurement Specialties Inc)
Takeover Statutes. If any “control share acquisition,” “fair price,” “moratorium,” “control share acquisition” or other antitakeover or similar anti-takeover statute or regulation shall become applicable to the transactions contemplated by this Agreementhereby, each of the Company, Parent and Merger Subsidiary and the respective members of their boards of directors shall, to the extent permitted by Applicable applicable Law, use reasonable best efforts to grant such approvals and to take such actions as are reasonably necessary so that the transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated herein and otherwise to take all such other actions as are reasonably necessary act to eliminate or minimize the effects of any such statute or regulation on the transactions contemplated hereby.
Appears in 5 contracts
Samples: Merger Agreement (RP Management, LLC), Merger Agreement (Ramius Value & Opportunity LLC), Merger Agreement (Cypress Bioscience Inc)
Takeover Statutes. If any “control share acquisition,” “fair price,” “moratorium” or other antitakeover or similar statute or regulation Takeover Statute shall become applicable to the transactions contemplated by this Agreement, each of the Company, Parent and Merger Subsidiary and the respective members of their boards of directors shall, to the extent permitted by Applicable Law, use reasonable best efforts to grant such approvals and to take such actions as are reasonably necessary so that the transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated herein and otherwise to take all such other actions as are reasonably necessary to eliminate or minimize the effects of any such statute or regulation on the transactions contemplated hereby.
Appears in 5 contracts
Samples: Merger Agreement (LiveVox Holdings, Inc.), Merger Agreement, Merger Agreement (NICE Ltd.)
Takeover Statutes. If any “control share acquisition,” “fair price,” “moratorium” or other antitakeover or similar statute or regulation shall become applicable to the transactions contemplated by this Agreement, each of the Company, Parent and Merger Subsidiary MergerSub and the respective members of their boards of directors shall, to the extent permitted by Applicable Law, use reasonable best efforts to grant such approvals and to take such actions as are reasonably necessary so that the transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated herein and otherwise to take all such other actions as are reasonably necessary to eliminate or minimize the effects of any such statute or regulation on the transactions contemplated hereby.
Appears in 4 contracts
Samples: Merger Agreement (Rennes Fondation), Merger Agreement (Goldman Sachs Group Inc), Merger Agreement (Ebix Inc)
Takeover Statutes. If any “control share acquisition,” “fair price,” “moratorium” or other antitakeover or similar statute or regulation shall become applicable to the transactions contemplated by this Agreement, each of the Company, Parent and Merger Subsidiary Sub and the respective members of their boards of directors shall, to the extent permitted by Applicable Law, use commercially reasonable best efforts to grant such approvals and to take such actions as are reasonably necessary so that the transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated herein and otherwise to take all such other actions as are reasonably necessary to eliminate or minimize the effects of any such statute or regulation on the transactions contemplated hereby.
Appears in 3 contracts
Samples: Merger Agreement (Tyson Foods Inc), Merger Agreement (Tyson Foods Inc), Merger Agreement (AdvancePierre Foods Holdings, Inc.)
Takeover Statutes. If None of the Company, the Company’s Subsidiaries, the Board of Directors or the Special Committee or Parent or Merger Sub shall take any “control share acquisition,” “fair price,” “moratorium” or other antitakeover or similar statute or regulation shall become action that would result in any Anti-Takeover Laws becoming applicable to the transactions contemplated by this Agreement, or the transactions contemplated hereby and, if any Anti-Takeover Law is or becomes applicable to the Merger, each of the Company, Parent and Merger Subsidiary Sub and the respective members of their boards of directors shall, to the extent permitted by Applicable Law, use reasonable best efforts to grant such approvals and to take such actions as are reasonably necessary so that the transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated herein and otherwise to take all such other actions as are reasonably necessary to eliminate or minimize the effects of any such statute or regulation on the transactions contemplated hereby.
Appears in 3 contracts
Samples: Merger Agreement (Washington Dennis R), Merger Agreement (Sokol David L), Merger Agreement (Atlas Corp.)
Takeover Statutes. If any “control share acquisition,” “fair price,” “moratorium” or other antitakeover or similar statute or regulation Takeover Statute shall become applicable to the transactions contemplated by this Agreement, each of the Company, Parent and Merger Subsidiary and the respective members of their boards of directors shall, to the extent permitted by Applicable Law, use reasonable best efforts to grant such approvals and to take such actions as are reasonably necessary so that the transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated herein and otherwise to take all such other actions as are reasonably necessary to eliminate or minimize the effects of any such statute or regulation Takeover Statute on the transactions contemplated hereby.
Appears in 3 contracts
Samples: Merger Agreement (Juniper Networks Inc), Merger Agreement (Hewlett Packard Enterprise Co), Merger Agreement (Aveo Pharmaceuticals, Inc.)
Takeover Statutes. If any “control share acquisition,” “fair price,” “moratorium” or other antitakeover or similar statute or regulation shall become applicable to the transactions contemplated by this Agreement, each of the Company, Parent and Merger Subsidiary Sub and the respective members of their boards of directors or board of managers (as applicable) shall, to the extent permitted by Applicable Law, use reasonable best efforts to grant such approvals and to take such actions as are reasonably necessary so that the transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated herein and otherwise to take all such other actions as are reasonably necessary to eliminate or minimize the effects of any such statute or regulation on the transactions contemplated hereby.
Appears in 3 contracts
Samples: Merger Agreement (Exxon Mobil Corp), Merger Agreement (Pioneer Natural Resources Co), Merger Agreement (Pioneer Natural Resources Co)
Takeover Statutes. If any “control share acquisition,” “fair price,” “moratorium” or other antitakeover anti-takeover or similar statute or regulation shall become applicable to the transactions contemplated by this Agreement, each of the Company, Parent Dish and Merger Subsidiary Soap and the respective members of their boards of directors shall, to the extent permitted by Applicable Law, use reasonable best efforts to grant such approvals and to take such actions as are reasonably necessary so that the transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated herein and otherwise to take all such other actions as are reasonably necessary to eliminate or minimize the effects of any such statute or regulation on the transactions contemplated hereby.
Appears in 2 contracts
Samples: Merger Agreement (Diversey Holdings, Inc.), Agreement and Plan of Merger (Sealed Air Corp/De)
Takeover Statutes. If any “control share acquisition,” “fair price,” “moratorium,” “business combination” or other similar antitakeover or similar statute or regulation regulation, including any Takeover Statute, shall become applicable to the transactions contemplated by this Agreement, each of the Company, Parent and Merger Subsidiary Sub and the respective members of their boards of directors shall, to the extent permitted by Applicable Law, use reasonable best efforts to grant such approvals and to take such actions as are reasonably necessary so that the transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated herein and otherwise to take all such other actions as are reasonably necessary to eliminate or minimize the effects of any such statute or regulation on the transactions contemplated hereby.
Appears in 2 contracts
Samples: Merger Agreement (Cross Country Healthcare Inc), Merger Agreement (Altair Engineering Inc.)
Takeover Statutes. If any “control share acquisition,” “fair price,” “moratorium” or other antitakeover or similar statute statute, regulation or regulation Company Charter provision shall become applicable to the transactions contemplated by this Agreement, each of the Company, Parent and Merger Subsidiary Sub and the respective members of their boards of directors shall, to the extent permitted by Applicable Law, use commercially reasonable best efforts to grant such approvals approvals, if any, and to take such actions as are reasonably necessary so that the transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated herein and otherwise to take all such other actions as are reasonably necessary to eliminate or minimize the effects of any such statute statute, regulation or regulation Company Charter provision on the transactions contemplated hereby.
Appears in 2 contracts
Samples: Merger Agreement (ProFrac Holding Corp.), Merger Agreement (FTS International, Inc.)
Takeover Statutes. If any “limitations on business combinations contained in any restrictive provision of any "fair price," "moratorium," "control share acquisition,” “fair price,” “moratorium” " "interested stockholder" or other antitakeover or similar anti-takeover statute or regulation shall (a "Takeover Statute") is or may become applicable to the Merger or the other transactions contemplated by this Agreement, each the Company and the board of directors of the Company, Parent Company shall grant all approvals and Merger Subsidiary and the respective members of use their boards of directors shall, to the extent permitted by Applicable Law, use reasonable best efforts to grant such approvals and to take such all actions as are reasonably necessary so that the such transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated herein by this Agreement and otherwise to take all such other actions as are reasonably necessary act to eliminate or minimize the effects of any such statute or regulation Takeover Statute on the transactions contemplated herebysuch transactions.
Appears in 2 contracts
Samples: Merger Agreement (Thomas Pharmaceuticals, Ltd.), Merger Agreement (Ivoice, Inc /De)
Takeover Statutes. If any “control share acquisition,” “fair price,” “moratorium” or other antitakeover or similar statute or regulation shall become applicable to the transactions contemplated by this AgreementAgreement or the Tender and Voting Agreements, each of the Company, Parent and Merger Subsidiary Company and the respective members Board of their boards of directors Directors shall, to the fullest extent permitted by Applicable Law, use reasonable best efforts to grant such approvals and to take all such actions as are reasonably necessary so that the transactions contemplated by this Agreement and the Tender and Voting Agreements may be consummated as promptly as practicable on the terms contemplated herein and otherwise to take all such other actions as are reasonably necessary to eliminate or minimize the effects of any such statute or regulation on the transactions contemplated hereby.
Appears in 2 contracts
Samples: Merger Agreement (Sizmek Inc.), Merger Agreement (Sizmek Inc.)
Takeover Statutes. If any “control share acquisition,” “fair price,” “moratorium” or other antitakeover or similar statute or regulation shall become applicable to the transactions contemplated by this Agreement, each of the Company, Parent and Merger Subsidiary Sub and the respective members of their boards of directors shall, to the extent permitted by Applicable applicable Law, use reasonable best efforts to grant such approvals and to take such actions as are reasonably necessary so that the transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated herein and otherwise to take all such other actions as are reasonably necessary to eliminate or minimize the effects of any such statute or regulation on the transactions contemplated hereby.
Appears in 2 contracts
Samples: Merger Agreement (SS&C Technologies Holdings Inc), Merger Agreement (DST Systems Inc)
Takeover Statutes. If any “fair price,” “moratorium,” “control share acquisition,” “fair price,” “moratoriumbusiness combination” or other form of antitakeover or similar statute or regulation Applicable Law shall become applicable to the transactions contemplated by this Agreementhereby, each of the CompanyParent, Parent Merger Sub and Merger Subsidiary and the their respective members of their boards of directors shall, to the extent permitted by Applicable Law, shall use all reasonable best efforts to grant such approvals and to take such actions as are reasonably necessary so that the transactions contemplated by this Agreement hereby may be consummated as promptly as practicable on the terms contemplated herein hereby and otherwise to take all such other actions as are reasonably necessary act to eliminate or minimize the effects of any such statute or regulation on the transactions contemplated hereby.
Appears in 2 contracts
Samples: Merger Agreement (Transportation Systems Holdings Inc.), Merger Agreement (Westinghouse Air Brake Technologies Corp)
Takeover Statutes. If any state takeover Law or state Law that purports to limit or restrict business combinations or the ability to acquire or vote Shares (including any “control share acquisition,” “fair price,” “moratoriumbusiness combination” or other antitakeover similar takeover Law) becomes or similar statute or regulation shall become is deemed to be applicable to the transactions contemplated by this Agreement, each of the Company, Parent and or Merger Subsidiary Sub, the Merger or any other Transactions, then the Company and the respective members of their boards of directors shall, to the extent permitted by Applicable Law, Company Board shall use reasonable best efforts to grant such approvals and to take such actions as are all action reasonably necessary so that the transactions contemplated by this Agreement Transactions may be consummated as promptly as practicable on the terms contemplated herein and otherwise to take all such other actions as are reasonably necessary to eliminate or minimize the effects of any such statute or regulation on the transactions contemplated hereby.
Appears in 2 contracts
Samples: Merger Agreement (Waste Management Inc), Agreement and Plan of Merger (Stericycle Inc)
Takeover Statutes. If any “control share acquisition,” “fair price,” “moratorium” or other antitakeover or similar statute or regulation shall become applicable to the transactions contemplated by this Agreement, each of the Company, Parent and Merger Subsidiary Sub and the respective members of their boards of directors shall, to the extent permitted by Applicable Lawapplicable Law and within their respective power, use reasonable best efforts to grant such approvals and to take such actions as are reasonably necessary so that the transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated herein and otherwise to take all such other actions within their respective power as are reasonably necessary to eliminate or minimize the effects of any such statute or regulation on the transactions contemplated hereby.
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Takeover Statutes. If any “control share acquisition,” “fair price,” “moratorium” or other similar antitakeover or similar statute or regulation shall become applicable to the transactions contemplated by this Agreement, each of the Company, Parent and Merger Subsidiary and the respective members of their boards of directors shall, to the extent permitted by Applicable Law, use reasonable best efforts to grant such approvals and to take such actions as are reasonably necessary so that the transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated herein and otherwise to take all such other actions as are reasonably necessary act to eliminate or minimize the effects of any such statute or regulation on the transactions contemplated hereby.
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Takeover Statutes. If any “control share acquisition,” “fair price,” “moratorium,” “business combination” or other similar antitakeover or similar statute or regulation shall become applicable to the transactions contemplated by this Agreement, each of the Company, Parent and Merger Subsidiary Sub and the respective members of their boards of directors shall, to the extent permitted by Applicable Law, use reasonable best efforts to grant such approvals and to take such actions as are reasonably necessary so that the transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated herein and otherwise to take all such other actions as are reasonably necessary to eliminate or minimize the effects of any such statute or regulation on the transactions contemplated hereby.
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Takeover Statutes. If any “control share acquisition,” “fair price,” “moratorium” or other antitakeover or similar statute or regulation shall become applicable to the transactions contemplated by this Agreement, each of the Company, Parent and Merger Subsidiary and the respective members of their boards of Table of Contents directors shall, to the extent permitted by Applicable Law, use reasonable best efforts to grant such approvals and to take such actions as are reasonably necessary so that the transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated herein and otherwise to take all such other actions as are reasonably necessary to eliminate or minimize the effects of any such statute or regulation on the transactions contemplated hereby.
Appears in 1 contract
Samples: Merger Agreement (Avocent Corp)
Takeover Statutes. If any “control share acquisition,” “fair price,” “moratorium” or other antitakeover or similar statute or regulation shall become applicable to the transactions contemplated by this Agreement, each of the Company, Parent and Merger Acquisition Subsidiary and the respective members of their boards of directors shall, to the extent permitted by Applicable Law, use reasonable best efforts to grant such approvals and to take such actions as are reasonably necessary so that the transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated herein and otherwise to take all such other actions as are reasonably necessary to eliminate or minimize the effects of any such statute or regulation on the transactions contemplated hereby.
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Takeover Statutes. If any “control share acquisition,” “fair price,” “moratorium” or other antitakeover or similar statute or regulation Takeover Statute shall become applicable to the transactions contemplated by this Agreement, each of the Company, Parent and Merger Subsidiary and the respective members of their boards of directors shall, to the extent permitted by Applicable Law, use commercially reasonable best efforts to grant such approvals and to take such actions as are reasonably necessary so that the transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated herein and otherwise to take all such other actions as are reasonably necessary to eliminate or minimize the effects of any such statute or regulation on the transactions contemplated hereby.
Appears in 1 contract
Samples: Merger Agreement (InvenSense Inc)
Takeover Statutes. If any “control share acquisition,” “fair price,” “moratorium” or other antitakeover or similar statute or regulation shall become applicable to the transactions contemplated by this AgreementAgreement or the Voting Agreements, each of the Company, Parent and Merger Subsidiary and the respective members of their boards of directors shall, to the extent permitted by Applicable Law, use reasonable best efforts to grant such approvals and to take such actions as are reasonably necessary so that the transactions contemplated by this Agreement and the Voting Agreements may be consummated as promptly as practicable on the terms contemplated herein and otherwise to take all such other actions as are reasonably necessary to eliminate or minimize the effects of any such statute or regulation on the transactions contemplated hereby.
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Takeover Statutes. If any “control share acquisition,” “fair price,” “moratorium” or other antitakeover or similar statute or regulation shall become applicable to the transactions contemplated by this Agreement, each of the Company, Parent and Merger Subsidiary The Company and the respective members Board of their boards of directors Directors shall, to the extent permitted by Applicable Law, use their reasonable best efforts (a) to grant such all approvals and take all actions necessary or advisable so that no Takeover Statute becomes applicable to the transactions contemplated by this Agreement and (b) if any such Takeover Statute is or may become applicable to the transactions contemplated by this Agreement, to grant all approvals and take such all actions as are reasonably necessary or advisable so that the transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated herein and otherwise to take all such other actions as are reasonably necessary to eliminate or minimize the effects of any such statute or regulation on the transactions contemplated hereby.
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Takeover Statutes. If any “"control share acquisition,” “" "fair price,” “" "moratorium” " or other antitakeover or similar statute or regulation shall become applicable to the transactions contemplated by this Agreement, each of the Company, Parent and Merger Subsidiary and the respective members of their boards of directors shall, to the extent permitted by Applicable Law, use reasonable best efforts to grant such approvals and to take such actions as are reasonably necessary so that the transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated herein and otherwise to take all such other actions as are reasonably necessary to eliminate or minimize the effects of any such statute or regulation on the transactions contemplated hereby.. ARTICLE 9
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Takeover Statutes. If any “control share acquisition,” “fair price,” “moratorium” or other antitakeover or similar statute or regulation shall become applicable to the transactions contemplated by this Agreement, each of the Company, Parent and Merger Subsidiary Sub and the respective members of their boards of directors shall, to the extent permitted by Applicable Law, use their reasonable best efforts to grant such approvals and to take such actions as are reasonably necessary so that the transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated herein and otherwise to take all such other actions as are reasonably necessary to eliminate or minimize the effects of any such statute or regulation on the transactions contemplated hereby.
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Takeover Statutes. If any “control share acquisition,” “fair price,” “moratorium” ”, or other antitakeover or similar statute or regulation or provision of the articles of incorporation of the Company shall become applicable to the transactions contemplated by this AgreementTransactions, each of the Company, Parent Parent, and Merger Subsidiary Sub and the respective members of their boards of directors and the Special Committee shall, to the extent permitted by Applicable Law, use reasonable best efforts to grant such approvals and to take such actions as are reasonably necessary so that the transactions contemplated by this Agreement Transactions may be consummated as promptly as practicable on the terms contemplated herein and otherwise to take all such other actions as are reasonably necessary to eliminate or minimize the effects of any such statute or regulation on the transactions contemplated herebyTransactions.
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Takeover Statutes. If any “control share acquisition,” “fair price,” “moratorium” or other antitakeover or similar statute or regulation shall become applicable to the transactions contemplated by this Agreement, each of the Company, Parent and Merger Subsidiary Sub and the respective members of their boards of directors shall, to the extent permitted by Applicable LawSection 21.606 of the TBOC, use commercially reasonable best efforts to grant such approvals and to take such actions as are reasonably necessary so that the transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated herein and otherwise to take all such other actions as are reasonably necessary to eliminate or minimize the effects of any such statute or regulation on the transactions contemplated hereby.
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Takeover Statutes. If any “control share acquisition,” “fair price,” “moratorium,” “control share acquisition” or other antitakeover or similar anti-takeover statute or regulation shall become applicable to the transactions contemplated by this Agreementhereby, each of the Company, Parent and Merger Subsidiary and the respective members of their boards of directors shall, to the extent permitted by Applicable applicable Law, use reasonable best efforts to grant such approvals and to take such actions as are reasonably necessary so that the transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated herein and otherwise to take all such other actions as are reasonably necessary andotherwise act to eliminate or minimize the effects of any such statute or regulation on the transactions contemplated hereby.
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Takeover Statutes. If any “control share acquisition,” “fair price,” “moratorium” or other antitakeover or similar statute or regulation shall become applicable to the transactions contemplated by this Agreement, each of the Company, Parent HoldCo and Merger Subsidiary Parent, and the respective members of their respective boards of directors shall, to the extent permitted by Applicable Law, use reasonable best efforts to grant such approvals and to take such actions as are reasonably necessary so that the transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated herein and otherwise to take all such other actions as are reasonably necessary to eliminate or minimize the effects of any such statute or regulation on the transactions contemplated hereby.
Appears in 1 contract
Samples: Merger Agreement (Avon Products Inc)