State Takeover Statutes definition

State Takeover Statutes. No “fair price,” “moratorium,” “control share acquisition” or other similar antitakeover statute or regulation enacted under state or federal laws in the United States applicable to Seller or the Company is applicable to the Sale and the Reorganization Transactions.
State Takeover Statutes. No “fair price”, “moratorium”, “control share acquisition”, “business combination” or other similar antitakeover statute or regulation enacted under state or federal laws in the United States (with the exception of Section 203 of the DGCL) (collectively, “Takeover Laws”) applicable to the Company is applicable to the Offer, the Merger or the other Transactions. The action of the Board of Directors of the Company in approving this Agreement and the Transactions is sufficient to render inapplicable to this Agreement and the Transactions the restrictions onbusiness combinations” (as defined in Section 203 of the DGCL) as set forth in Section 203 of the DGCL.
State Takeover Statutes. No "fair price", "moratorium", ----------------------- "control share acquisition" or other similar antitakeover statute or regulation enacted under state or federal laws in the United States (with the exception of Article 13.03 of the TBCA) applicable to the Texas Company is applicable to the Merger or the other transactions contemplated hereby. The action of the Board of Directors of the Texas Company in approving this Agreement (and the transactions provided for herein or contemplated hereby) is sufficient to render Article 13.03 of the TBCA inapplicable to this Agreement.

Examples of State Takeover Statutes in a sentence

  • Should any such approval or other action be required, the Purchaser currently contemplates that, except as described below under "State Takeover Statutes," such approval or other action will be sought.

  • Should any such approval or other action be required, Purchaser currently contemplates that, except as described below under "State Takeover Statutes," such approval or other action will be sought.

  • See Section 15—"Certain Conditions of the Offer." State Takeover Statutes.

  • State Takeover Statutes.................................................................

  • Authority Relative to this Agreement; Vote Required; State Takeover Statutes.......................


More Definitions of State Takeover Statutes

State Takeover Statutes. To ATC's knowledge, no state takeover Law, statute or similar statute or regulation applies or purports to apply to the Merger, this Agreement or any of the transactions contemplated by this Agreement.
State Takeover Statutes. No "fair price," "moratorium," "control share acquisition" or other similar anti-takeover statute or regulation enacted under any state Law (with the exception of Section 203 of the DGCL) applicable to the Company is applicable to the Merger or the other transactions contemplated hereby. The Board of Directors of the Company has taken all action necessary to approve WCAS, Parent, Acquisition, the Rollover Stockholders and their respective spouses, associates, affiliates, general partners and limited partners and Subsidiaries, or any combination thereof, becoming "interested stockholders" (within the meaning of Section 203 of the DGCL), in connection with negotiating and entering into agreements or otherwise having arrangements or understandings, in each case among themselves solely in connection with the participation of all or any of them in the transactions contemplated by this Agreement and/or the ownership of Parent.
State Takeover Statutes. The Company has opted out of Section 203 of the DGCL and, as a result, Section 203 of the DGCL is inoperable as to the Merger. To the Knowledge of the Company, no other state takeover statute applies to this Agreement or any of the transactions contemplated hereby.
State Takeover Statutes. Seller has taken all action necessary to exempt the transactions contemplated by this Agreement, including without limitation the Merger and the Alternative Merger, among Parent, Buyer and Seller and their respective Affiliates from the operation of any "fair price," "moratorium," "control share acquisition" or any other anti-takeover statute or similar statute other than Section 203 of the DGCL enacted under the state or federal Laws of the United States or similar statute or regulation (a "Takeover Statute"). Assuming the accuracy of the representation and warranty of Parent and Buyer set forth in Section 3.14, the action of the Board of Directors of the Seller in approving the Merger and this Agreement (and the transactions provided for herein) is sufficient to render inapplicable to the Merger and this Agreement (and the transactions provided for herein, including without limitation the Alternative Merger) the restrictions on "business combinations" (as defined in Section 203 of the DGCL) set forth in Section 203 of the DGCL.
State Takeover Statutes. There is no "fair price", "merger moratorium", "control share acquisition" or other anti-takeover statute or similar statute or regulation that would be applicable to the PTI Merger.
State Takeover Statutes. No "fair price", "moratorium", ----------------------- "control share acquisition" or other similar antitakeover statute or regulation enacted under state or federal laws in the United States (with the exception of Section 203 of the DGCL) applicable to the Delaware Company is applicable to the Merger or the other transactions contemplated hereby. The action of the Board of Directors of the Delaware Company in approving this Agreement (and the transactions provided for herein) is sufficient to render inapplicable to this Agreement (and the transactions provided for herein or contemplated hereby) the restrictions on "business combinations" (as defined in Section 203 of the DGCL) as set forth in Section 203 of the DGCL.
State Takeover Statutes. Cornerstone has taken all action necessary to exempt transactions between Cornerstone and Merry Land and its Affiliates from the operation of Takeover Statutes.