MARYLAND TAKEOVER LAW Sample Clauses

MARYLAND TAKEOVER LAW. The terms of Section 3-602 and Subtitle 7 of Title 3 of the Maryland General Corporation Law will not apply to Subscriber, the Subscription or any other transaction contemplated hereby.
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MARYLAND TAKEOVER LAW. The terms of Sections 3-602 and 3-702 of the Maryland General Corporation Law will not apply to Buyer, any Stock Purchase or any other transaction contemplated hereby. The resolutions in the form of Exhibit D hereto have been adopted by the Company and have not been rescinded and revoked.
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MARYLAND TAKEOVER LAW. The Company has taken all action required to be taken by it in order to exempt this Agreement and the Merger from the requirements of any "moratorium," "control share," "fair price," or "affiliate transaction," or other takeover laws and regulations of any State (collectively, "TAKEOVER STATUTES") including the Maryland Control Share Acquisition Act, and any takeover provision in any of the Company's governing documents other than the Maryland Business Combination Act. The affirmative vote of holders of at least: (i) eighty (80%) of the issued and outstanding shares of the Company Common Stock and (ii) two-thirds of the issued and outstanding shares of Company Common Stock not held by Parent or any affiliate or associate of Parent (as such terms are defined in Section 602 of the Maryland Business Combination Act of the MGCL) is the only vote of the Company's stockholders required to approve this Agreement and the Merger (together, the "Company Stockholder Vote"). The Company's Board of Trustees has taken all action required to be taken by it in order to exempt Parent, Merger Sub and each of their respective affiliates from the Aggregate Share Ownership Limit provisions and transfer restrictions set forth in Article VII of the Company's Declaration of Trust, as amended.
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MARYLAND TAKEOVER LAW. The terms of Section 3-602 and Subtitle 7 of Title 3 of the Maryland General Corporation Law will not apply to Sub- xxxxxxx, the Subscription or any other transaction contemplated hereby.
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MARYLAND TAKEOVER LAW. The terms of Section 3-602 and 3-702 of the Maryland General Corporation Law will not apply to the Contributors or the Existing Partners or any acquisition of Units, Preferred Units and, if applicable, Preferred Stock and Common Stock pursuant to this Agreement or as a result of the exchange, conversion or redemption of Units or Preferred Units pursuant to this Agreement or the Articles Supplementary, or any other transaction contemplated by this Agreement. The resolutions substantially in the form of Schedule 3.2(s) hereto have been adopted by BPP, remain in full force and effect on the date hereof and will not be amended, modified, rescinded or revoked in any manner that would cause such terms to apply to the Contributors or the Existing Partners or any such acquisition.
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MARYLAND TAKEOVER LAW. Pursuant to Article IX, Section (h) of its Second Articles of Amendment and Restatement, Holdings has properly elected not to be governed by Section 3-602 of subtitle 6 of Title 2 of the Maryland General Corporation Law. No other state anti-takeover laws or regulations apply or purport to apply to the Transaction Agreements and the transactions contemplated thereby.
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MARYLAND TAKEOVER LAW. The Maryland Business Combination Act and the Maryland Control Share Acquisition Act will not apply to MeriStar in connection with this Agreement and the other transactions contemplated hereby. The provisions of Article II, Section 10 of the Bylaws of MeriStar relating to the Maryland Control Share Acquisition Act have not been rescinded or revoked.
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MARYLAND TAKEOVER LAW. The terms of Sections 3-601 to 3-605 and 3-701 to 3-709 of the Maryland General Corporation Law will not apply to Buyer or any transaction contemplated hereby. The resolutions in the form of EXHIBIT E hereto have been adopted by the Company and have not been rescinded or revoked.
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MARYLAND TAKEOVER LAW. The terms of Section 3-602 and 3-702 of the Maryland Corporation Code will not apply to the Owners or to the Fund with respect to, or to any acquisition of Operating Partnership Interests and Common Shares pursuant to, this Agreement, or as a result of the exchange or conversion of Operating Partnership Interests issued hereunder into Common Shares.
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Related to MARYLAND TAKEOVER LAW

  • State Takeover Laws If any “fair price,” “business combination” or “control share acquisition” statute or other similar statute or regulation is or may become applicable to any of the transactions contemplated by this Agreement, the parties hereto shall use their respective commercially reasonable efforts to (a) take such actions as are reasonably necessary so that the transactions contemplated hereunder may be consummated as promptly as practicable on the terms contemplated hereby and (b) otherwise take all such actions as are reasonably necessary to eliminate or minimize the effects of any such statute or regulation on such transactions.

  • State Takeover Statutes The Board of Directors of the Company has approved the Merger and this Agreement, and such approval is sufficient to render inapplicable to the Merger, this Agreement and the transactions contemplated by this Agreement, the provisions of Section 203 of the DGCL. To the best of the Company's knowledge, no other state takeover 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.

  • Takeover Laws No party hereto shall take any action that would cause the transactions contemplated by this Agreement to be subject to requirements imposed by any Takeover Law and each of them shall take all necessary steps within its control to exempt (or ensure the continued exemption of) the transactions contemplated by this Agreement from, or if necessary challenge the validity or applicability of, any applicable Takeover Law, as now or hereafter in effect.

  • Anti-Takeover Laws In the event that any state anti-takeover or other similar Law is or becomes applicable to this Agreement or any of the transactions contemplated by this Agreement, the Company, Parent and Acquisition Sub shall use their respective reasonable best efforts to ensure that the transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms and subject to the conditions set forth in this Agreement and otherwise to minimize the effect of such Law on this Agreement and the transactions contemplated hereby.

  • Takeover Statute If any Takeover Statute is or may become applicable to the Merger or the other transactions contemplated by this Agreement, each of Parent and the Company and its Board of Directors shall grant such approvals and take such actions as are necessary so that 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 such transactions.

  • Anti-Takeover Statutes If any “control share acquisition,” “fair price,” “moratorium,” or other anti-takeover Law becomes or is deemed to be applicable to Parent, the Merger Sub, the Company, the Merger, or any other transaction contemplated by this Agreement, then each of the Company and the Company Board on the one hand, and Parent and the Parent Board on the other hand, 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 Law inapplicable to the foregoing.

  • 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.

  • Antitakeover Statutes Take any action (i) that would cause this Agreement or the Transaction to be subject to the provisions of any state antitakeover law or state law that purports to limit or restrict business combinations or the ability to acquire or vote shares or (ii) to exempt or make not subject to the provisions of any state antitakeover law or state law that purports to limit or restrict business combinations or the ability to acquire or vote shares, any Person (other than PPBI or its Subsidiaries) or any action taken thereby, which Person or action would have otherwise been subject to the restrictive provisions thereof and not exempt therefrom.

  • Takeover Laws and Provisions No party will take any action that would cause the transactions contemplated by this Agreement to be subject to requirements imposed by any Takeover Law and each of them will take all necessary steps within its control to exempt (or ensure the continued exemption of) those transactions from, or if necessary challenge the validity or applicability of, any applicable Takeover Law, as now or hereafter in effect. No party will take any action that would cause the transactions contemplated by this Agreement not to comply with any Takeover Provisions and each of them will take all necessary steps within its control to make those transactions comply with (or continue to comply with) the Takeover Provisions.

  • Anti-Takeover Provisions The Company is not party to a shareholder rights agreement, “poison pill” or similar agreement or plan. The Company Board has taken all necessary action so that any takeover, anti-takeover, moratorium, “fair price”, “control share” or other similar Laws enacted under any Laws applicable to the Company (each, a “Takeover Statute”) does not, and will not, apply to this Agreement or the Transactions other than the CICL.

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