Common use of Fair Price Structure Clause in Contracts

Fair Price Structure. If any "fair price" or "control share acquisition" or "anti-takeover" statute, or other similar statute or regulation or any state "blue sky" statute shall become applicable to the transactions contemplated hereby, the Companies and the Companies' boards of directors shall grant, subject to the terms of this Agreement, such approvals and take such actions as are reasonably necessary so that the transactions contemplated hereby and thereby may be consummated as promptly as practicable on the terms contemplated hereby and thereby, and otherwise act to minimize the effects of such statute or regulation on the transactions contemplated hereby or thereby.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Keyport Life Insurance Co), Stock Purchase Agreement (Liberty Financial Companies Inc /Ma/)

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Fair Price Structure. If any "fair price," or "control share acquisition" or "moratorium" statute or other anti-takeover" statute, takeover or other similar statute or regulation or any state "blue sky" statute shall become applicable to the transactions trans- actions contemplated hereby, the Companies Company and the Companies' boards members of directors the Board of Directors of the Company shall grant, subject to the terms of this Agreement, grant such approvals and take such actions as are reasonably necessary so that the transactions contemplated hereby and thereby may be consummated as promptly as practicable on the terms contemplated hereby and thereby, thereby and otherwise act to minimize the effects of such statute or regulation regu- lation on the transactions contemplated hereby or thereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Amf Group Inc)

Fair Price Structure. If any "fair price," or "control -------------------- share acquisition" or "moratorium" statute or other anti-takeover" statute, takeover or other similar statute or regulation or any state "blue sky" statute shall become applicable to the transactions contemplated hereby, the Companies Company and the Companies' boards members of directors the Board of Directors of the Company shall grant, subject to the terms of this Agreement, grant such approvals and take such actions as are reasonably necessary so that the transactions contemplated hereby and thereby may be consummated as promptly as practicable on the terms contemplated hereby and thereby, thereby and otherwise act to minimize the effects of such statute or regulation on the transactions contemplated hereby or thereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (American Recreation Centers Inc)

Fair Price Structure. If any "fair price," or "control share acquisition" or "moratorium" statute or other anti-takeover" statute, takeover or other similar statute or regulation or any state "blue sky" statute shall become applicable to the transactions contemplated hereby, the Companies Company and the Companies' boards members of directors the Company Board shall grant, subject use their best efforts to the terms of this Agreement, grant such approvals and take such actions as are reasonably necessary so that the transactions contemplated hereby and thereby may be consummated as promptly as practicable on the terms contemplated hereby and thereby, thereby and otherwise act to minimize the effects of such statute or regulation on the transactions contemplated hereby or thereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Carescience Inc)

Fair Price Structure. If any "fair price" or "control share acquisition" or "anti-takeover" statute, or other similar statute or regulation or any state "blue sky" statute shall become applicable to the transactions contemplated hereby, the Companies MIMI, Newco and the Companies' boards each of directors their respective Boards of Directors shall grant, subject to the terms of this Agreement, such approvals and take such actions as are reasonably necessary so that the transactions contemplated hereby and thereby may be consummated as promptly as practicable on the terms contemplated hereby and thereby, and otherwise act to minimize the effects of such statute or regulation on the transactions contemplated hereby or thereby.

Appears in 1 contract

Samples: Stock Purchase Agreement (Waddell & Reed Financial Inc)

Fair Price Structure. If any "fair price" or ",” “control share acquisition" or "“moratorium” statute or other anti-takeover" statute, takeover or other similar statute or regulation or any state "blue sky" statute shall become applicable to the transactions contemplated hereby, the Companies Company and the Companies' boards members of directors the Company Board shall grant, subject use their best efforts to the terms of this Agreement, grant such approvals and take such actions as are reasonably necessary so that the transactions contemplated hereby and thereby may be consummated as promptly as practicable on the terms contemplated hereby and thereby, thereby and otherwise act to minimize the effects of such statute or regulation on the transactions contemplated hereby or thereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Quovadx Inc)

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Fair Price Structure. If any "business combination," "fair -------------------- price," or "control share acquisition" or "anti-takeovermoratorium" statute, statute or other similar statute or regulation or any state "blue sky" or securities law statute shall become applicable to the transactions contemplated hereby, the Companies Company and the Companies' boards Board of directors shall grantDirectors of the Company shall, subject to the terms of this Agreementextent consistent with applicable law and their fiduciary duties, grant such approvals and take such actions as are reasonably necessary so that the transactions contemplated hereby and thereby may be consummated as promptly as practicable on the terms contemplated hereby and thereby, and otherwise act to minimize the effects of such statute or regulation regulations on the transactions contemplated hereby or therebyhereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Oracle Corp /De/)

Fair Price Structure. If any "fair price" or "control share acquisition" or "anti-takeover" statute, or other similar statute or regulation or any state "blue sky" statute shall become applicable to the transactions contemplated hereby, the Companies Company and the Companies' boards of directors Company's Directors shall grant, subject to the terms of this Agreement, grant such approvals and take such actions as are reasonably necessary so that the transactions contemplated hereby and thereby may be consummated as promptly as practicable on the terms contemplated hereby and thereby, and otherwise act to minimize the effects of such statute or regulation on the transactions contemplated hereby or thereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Pioneer Group Inc)

Fair Price Structure. If any "fair price" or "control share acquisition" or "anti-takeover" statute, or other similar statute or regulation or any state "blue sky" statute shall become applicable to the transactions contemplated hereby, the Companies Company and the Companies' boards Company's Board of directors Directors shall grant, subject to the terms of this Agreement, such approvals and take such actions as are reasonably necessary so that the transactions contemplated hereby and thereby may be consummated as promptly as practicable on the terms contemplated hereby and thereby, and otherwise act to minimize the effects of such statute or regulation on the transactions contemplated hereby or thereby.

Appears in 1 contract

Samples: Stock Purchase Agreement (Liberty Financial Companies Inc /Ma/)

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