State Law Matters Sample Clauses

State Law Matters. (a) In the case of any Acquiring Fund or Acquired Fund organized as a Massachusetts business trust (each, a “Massachusetts Trust”), a copy of the Declaration of Trust of each Massachusetts Trust is on file with the Secretary of The Commonwealth of Massachusetts, and notice is hereby given that no trustee, officer, employee, agent, employee or shareholder of a Massachusetts Trust shall have any personal liability under this Agreement, and that this Agreement is binding only upon the assets and property of the applicable series of each Massachusetts Trust. For the avoidance of doubt, no director, trustee, officer, employee, agent, employee or shareholder of any other Acquiring Fund or Acquired Fund shall have any personal liability under this Agreement, and that this Agreement is binding only upon the assets and property of the applicable series of each such Acquiring Fund or Acquired Fund.
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State Law Matters. The Parties expressly agree that following provisions shall control over any conflicting provisions contained in this MOU.
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State Law Matters. If any “control share acquisition,” “fair price,” “moratorium” or other anti-takeover applicable Law becomes or is deemed to be applicable to the Company, SUI, the Merger or any other transaction contemplated by this Agreement, then each of the Company, its Board of Trustees, SUI, and its Board of Directors shall grant such approvals and take such actions as are necessary so that the transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated hereby and otherwise act to render such anti-takeover applicable Law inapplicable to the foregoing.
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State Law Matters. 5.4.1 If any state takeover law shall become applicable to the transactions contemplated by this Agreement, EMC and its Board of Directors or Quincy and its Board of Directors, as the case may be, shall use their reasonable best efforts to take such actions as are necessary so that the transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effects of such state takeover law on the transactions contemplated by this Agreement.
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State Law Matters. Georgia shall take such steps as may be necessary to comply with the securities and blue sky laws of all U.S. states which are applicable to the issuance of the Georgia Shares in connection with the Merger. Wharton shall use commercially reasonable efforts to assist Georgia as may be necessary to comply with the securities and blue sky laws of all U.S. states which are applicable to the issuance of Georgia Shares in connection with the Merger.
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State Law Matters. (a) Until October 1, 2011, the Acquired Companies on a consolidated basis do not satisfy, and will not satisfy any time prior to Closing, the conditions set forth in subdivision (a) of Section 2115 of the California Corporations Code.
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State Law Matters. The Oregon Control Share Act will not apply to the Merger, the other transactions contemplated hereby or the other transactions contemplated by the Ancillary Agreements.
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Related to State Law Matters

  • Securities Law Matters Employee acknowledges that the Shares to be received by him or her upon exercise of the Option may have not been registered under the Securities Act of 1933 or the Blue Sky laws of any state (collectively, the “Securities Acts”). If such Shares have not been so registered, Employee acknowledges and understands that the Company is under no obligation to register, under the Securities Acts, the Shares received by him or her or to assist him or her in complying with any exemption from such registration if he or she should at a later date wish to dispose of the Shares. Employee acknowledges that if not then registered under the Securities Acts, the Shares shall bear a legend restricting the transferability thereof, such legend to be substantially in the following form: “The shares represented by this certificate have not been registered or qualified under federal or state securities laws. The shares may not be offered for sale, sold, pledged or otherwise disposed of unless so registered or qualified, unless an exemption exists or unless such disposition is not subject to the federal or state securities laws, and the Company may require that the availability or any exemption or the inapplicability of such securities laws be established by an opinion of counsel, which opinion of counsel shall be reasonably satisfactory to the Company.”

  • Litigation; Labor Matters; Compliance with Laws (i) There is no suit, action or proceeding or investigation pending or, to the knowledge of the Company, threatened against or affecting the Company or any basis for any such suit, action, proceeding or investigation that, individually or in the aggregate, could reasonably be expected to have a material adverse effect with respect to the Company or prevent, hinder or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement, nor is there any judgment, decree, injunction, rule or order of any Governmental Entity or arbitrator outstanding against the Company having, or which, insofar as reasonably could be foreseen by the Company, in the future could have, any such effect.

  • ERISA Matters promptly, and in any event within five days after a Responsible Officer becoming aware of any of the following, a written notice setting forth the nature thereof and the action, if any, that the Company or an ERISA Affiliate proposes to take with respect thereto:

  • Environmental Matters Except as, in the aggregate, could not reasonably be expected to have a Material Adverse Effect:

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