Common use of State Takeover Laws Clause in Contracts

State Takeover Laws. If any "fair price" or "control share acquisition" statute or other similar statute or regulation shall become applicable to the transactions contemplated hereby, Parent and the Company and their respective Boards of Directors shall use their reasonable best efforts to 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 minimize the effects of any such statute or regulation on the transactions contemplated hereby.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Scotsman Industries Inc), Agreement and Plan of Merger (Aon Corp), Agreement and Plan of Merger (Kysor Industrial Corp /Mi/)

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State Takeover Laws. If any "fair price" ,” “business combination” or "control share acquisition" statute or other similar statute or regulation is or shall become applicable to the transactions contemplated herebyTransactions, Parent and the Company and their respective Boards of Directors shall use their all reasonable best efforts to grant such approvals and take such actions as are necessary so that the transactions contemplated hereby Transactions may be consummated as promptly as practicable on the terms contemplated hereby and shall otherwise act to minimize the effects of any such statute or regulation on the transactions contemplated herebyTransactions.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Progenics Pharmaceuticals Inc), Agreement and Plan of Merger (Lantheus Holdings, Inc.), Agreement and Plan of Merger (Lantheus Holdings, Inc.)

State Takeover Laws. If any "fair price," "business combination" or "control share acquisition" statute or other similar statute or regulation is or shall become applicable to the transactions contemplated hereby, Parent and Parent, the Company and their respective Boards of Directors shall use their all reasonable best efforts to 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 shall otherwise act to minimize the effects of any such statute or regulation on the transactions contemplated hereby.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Computer Sciences Corp), Agreement and Plan of Merger (Computer Sciences Corp), Agreement and Plan of Merger (Nichols Research Corp /Al/)

State Takeover Laws. If any "fair price" ,” “business combination” or "control share acquisition" statute or other similar statute state takeover Law is or regulation shall may become applicable to the transactions contemplated hereby, the Company, Parent and the Company and their respective Boards of Directors Merger Sub shall use their reasonable best efforts to grant such approvals and each 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 eliminate or minimize the effects of any such statute or regulation Law on the transactions contemplated hereby.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (BTP Acquisition Company, LLC), Agreement and Plan of Merger (Image Entertainment Inc), Agreement and Plan of Merger (Image Entertainment Inc)

State Takeover Laws. If any "fair price" or "control share acquisition" statute or other similar statute or regulation shall become applicable to the transactions contemplated hereby, Parent and the Company and their respective Boards of Directors shall use their reasonable best efforts to 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 minimize the effects of any such statute or regulation on the transactions contemplated hereby.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Williams Companies Inc), Agreement and Plan of Merger (Williams Companies Inc), Agreement and Plan of Reorganization (Telephone & Data Systems Inc /De/)

State Takeover Laws. If any "fair price" or "control ------------------- share acquisition" statute or other similar statute or regulation shall become applicable to the transactions contemplated hereby, Parent and the Company and their respective Boards the members of the Board of Directors of the Company shall use their reasonable best efforts to 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 minimize the effects of any such statute or regulation on the transactions contemplated hereby.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Commerce Clearing House Inc), Agreement and Plan of Merger (CCH Inc), Agreement and Plan (Wolters Kluwer Nv /Adr/)

State Takeover Laws. If any "fair price" ,” “business combination” or "control share acquisition" statute or other similar statute or regulation shall become applicable to the transactions contemplated hereby, Parent Parent, AcquisitionCo and the Company and their the respective Boards boards of Directors directors of AcquisitionCo and the Company shall use their reasonable best efforts to 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 minimize the effects of any such statute or regulation on the transactions contemplated hereby.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Gilead Sciences Inc), Agreement and Plan of Merger (Gilead Sciences Inc)

State Takeover Laws. If any "fair price" or "control share acquisition" statute or other similar statute or regulation shall become applicable to the transactions contemplated herebyTransactions, Parent and the Company and their respective Boards of Directors shall use their commercially reasonable best efforts to grant such approvals and take such actions as are necessary so that the transactions contemplated hereby Transactions may be consummated as promptly as practicable on the terms contemplated hereby and otherwise act to minimize the effects of any such statute or regulation on the transactions contemplated herebyTransactions.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Headwaters Inc), Agreement and Plan of Merger (Isg Resources Inc)

State Takeover Laws. If any "fair price" or "control share acquisition" statute or other similar statute or regulation shall become applicable to the transactions contemplated hereby, Parent and the Company and their respective Boards its Board of Directors shall use their reasonable best efforts to 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 minimize the effects of any such statute or regulation on the transactions contemplated hereby.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Zilog Inc), Agreement and Plan of Merger (Zilog Inc)

State Takeover Laws. If any "fair price" ,” “business combination” or "control share acquisition" statute or other similar statute or regulation shall is or may become applicable to the transactions contemplated hereby, the Company, Parent and the Company and their respective Boards of Directors Acquisition Sub shall use their reasonable best efforts to 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 eliminate or minimize the effects of any such statute or regulation on the transactions contemplated hereby.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Allied Healthcare International Inc), Agreement and Plan of Merger (Tripath Imaging Inc)

State Takeover Laws. If any "fair price" ,” “business combination” or "control share acquisition" statute or other similar statute or regulation is or shall become applicable to the transactions contemplated hereby, Parent and the Company and their respective Boards its Board of Directors shall use their reasonable best efforts to 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 shall otherwise act to minimize the effects of any such statute or regulation on the transactions contemplated hereby.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (CF Industries Holdings, Inc.), Agreement and Plan of Merger (CF Industries Holdings, Inc.)

State Takeover Laws. If any "fair price" ,” “business combination” or "control share acquisition" statute or other similar statute or regulation is or shall become applicable to the transactions contemplated hereby, Parent and Parent, the Company and their respective Boards of Directors shall use their all reasonable best efforts to 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 shall otherwise act to minimize the effects of any such statute or regulation on the transactions contemplated hereby.

Appears in 2 contracts

Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Pediatric Services of America Inc)

State Takeover Laws. If any "fair price" ,” “business combination” or "control share acquisition" statute or other similar statute or regulation shall is or may become applicable to the transactions contemplated hereby, Parent and the Company and their respective Boards of Directors Parent Group shall use their reasonable best efforts to grant such approvals and each 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 eliminate or minimize the effects of any such statute or regulation on the transactions contemplated hereby.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Northwestern Corp), Agreement and Plan of Merger (Northwestern Corp)

State Takeover Laws. If any "fair price" ,” “business combination” or "control share acquisition" statute or other similar statute or regulation is or shall become applicable to the transactions Transactions contemplated hereby, Parent and Parent, the Company and their respective Boards of Directors shall use their all reasonable best efforts to grant such approvals and take such actions as are necessary so that the transactions Transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated hereby and shall otherwise act to minimize the effects of any such statute or regulation on the transactions Transactions contemplated hereby.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Audible Inc), Agreement and Plan of Merger (Amazon Com Inc)

State Takeover Laws. If any "fair price" ,” “business combination” or "control share acquisition" statute or other similar statute or regulation shall become applicable to the transactions contemplated hereby, Parent and the Company and their respective Boards of Directors its Board shall use their reasonable best efforts to 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 terms, and otherwise act subject to minimize the effects of any such statute or regulation on the transactions conditions, contemplated hereby.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Oce N V), Agreement and Plan of Merger (Imagistics International Inc)

State Takeover Laws. If any "fair price," "business ------------------- combination" or "control share acquisition" statute or other similar statute or regulation shall become applicable to the transactions contemplated hereby, Parent and the Company and their respective Boards of Directors shall use their reasonable best efforts to 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 minimize the effects of any such statute or regulation on the transactions contemplated hereby.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Algos Pharmaceutical Corp), Agreement and Plan of Merger (Endo Pharmaceuticals Holdings Inc)

State Takeover Laws. If any "fair price" or "control share acquisition" statute or other similar statute or regulation Takeover Laws shall become applicable to the transactions contemplated hereby, Parent and the Company and their respective Boards of Directors shall use their commercially reasonable best efforts to 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 minimize the effects of any such statute or regulation Takeover Laws on the transactions contemplated hereby.

Appears in 2 contracts

Samples: Framework Agreement (Misys PLC), Agreement and Plan of Merger (Eclipsys Corp)

State Takeover Laws. If any "fair price" or "control share acquisition" statute or other similar statute or regulation Takeover Statute shall become applicable to the transactions contemplated hereby, Parent Parent, Sub and the Company and their respective Boards Board of Directors (including, in the case of the Company, the Special Committee) shall use their all reasonable best efforts to 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 shall otherwise act to minimize the effects of any such statute or regulation on the transactions contemplated hereby.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Crystal River Capital, Inc.), Agreement and Plan of Merger (Brookfield Asset Management Inc.)

State Takeover Laws. If any "fair price" ,” “moratorium” or "control share acquisition" statute or other similar antitakeover statute or regulation enacted under state laws in the United States shall become applicable to the transactions contemplated hereby, Parent and the Company and their respective Boards boards of Directors directors shall use their reasonable best efforts to 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 minimize the effects of any such statute or regulation on the transactions contemplated hereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Cam Commerce Solutions Inc)

State Takeover Laws. If any "fair price" or "control ------------------- share acquisition" statute or other similar statute or regulation shall become applicable to the transactions contemplated hereby, Parent and the Company and their respective Boards of Directors shall use their reasonable best efforts to 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 minimize the effects of any such statute or regulation on the transactions contemplated hereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Barrett Resources Corp)

State Takeover Laws. If any "fair price" or "control share acquisition" statute or other similar statute or regulation shall become applicable to the transactions contemplated hereby, Parent and the Company and their respective Boards of Directors shall use their all reasonable best efforts to grant or obtain 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 minimize the effects of any such statute or regulation on the transactions contemplated hereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Em Laboratories Inc)

State Takeover Laws. If any "fair price" ,” “business combination” or "control share acquisition" statute or other similar statute or regulation shall become applicable to the transactions contemplated herebyhereby or in the Shareholder Agreements, Parent and the Company and their respective Boards of Directors shall use their commercially reasonable best efforts to grant such approvals and take such actions as are 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 any such statute or regulation on the transactions contemplated herebyhereby and thereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Oi Corp)

State Takeover Laws. If any "fair price" or "control share acquisition" statute or other similar statute or regulation shall become applicable to the transactions contemplated hereby, Parent and the Company and their respective Boards of Directors shall use their reasonable best efforts to grant such approvals and to take such other actions as are necessary so that the transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated hereby and shall otherwise act to minimize eliminate the effects of any such statute or regulation on the transactions contemplated hereby.

Appears in 1 contract

Samples: 5 Iii Agreement and Plan of Merger

State Takeover Laws. If any "fair price," "business ------------------- combination" or "control share acquisition" statute or other similar statute or regulation shall become applicable to the transactions contemplated hereby, Parent and the Company and their respective Boards of Directors shall use their commercially reasonable best efforts to grant such approvals and take such actions as are 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 any such statute or regulation on the transactions contemplated herebyhereby and thereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Internet Communications Corp)

State Takeover Laws. If any "fair price" or "control share ------------------- acquisition" statute or other similar statute or regulation shall become applicable to the transactions contemplated herebyby this Agreement, Parent including the Offer or the Merger, Company and the Company Buyer, and their respective Boards of Directors shall use their all reasonable best efforts to grant such approvals and to take such other actions as are necessary so that the transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated hereby and shall otherwise act use all reasonable efforts to minimize eliminate the effects of any such statute or regulation on the transactions contemplated hereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Desc Sa De Cv)

State Takeover Laws. If any "fair price" ,” “business combination” or "control share acquisition" statute or other similar statute or regulation shall is or may become applicable to the transactions contemplated hereby, Parent the Company, Parent, Holding Corp. and the Company and their respective Boards of Directors Acquisition Sub shall use their reasonable best efforts to grant such approvals and each 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 eliminate or minimize the effects of any such statute or regulation on the transactions contemplated hereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (JLM Industries Inc)

State Takeover Laws. If any "fair price" or "control share acquisition" statute or other similar statute or regulation shall become applicable to the transactions contemplated hereby, Parent Purchaser and its board of directors and the Company and their respective Boards its board of Directors directors shall use their commercially reasonable best efforts to grant such approvals and take such actions as are reasonably necessary so that the transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated hereby and otherwise act in a manner reasonable to minimize the effects of any such statute or regulation on the transactions contemplated hereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Veradigm Inc.)

State Takeover Laws. If any "fair price", "business combination" or "control share acquisition" statute or other similar statute or regulation shall become applicable to the transactions contemplated hereby, Parent the Buyer and the Company Debtor and their respective Boards boards of Directors directors shall use their all reasonable best efforts to 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 shall otherwise act to minimize the effects of any such statute or regulation on the transactions contemplated hereby.. -37-

Appears in 1 contract

Samples: Agreement and Plan of Merger (Alterra Healthcare Corp)

State Takeover Laws. If any "fair price" or "control share acquisition" statute or other similar statute or regulation Takeover Statute shall become applicable to the transactions contemplated hereby, Parent Parent, Sub and the Company and their respective Boards Board of Directors shall use their all reasonable best efforts to 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 shall otherwise act to minimize the effects of any such statute or regulation on the transactions contemplated hereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Criimi Mae Inc)

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State Takeover Laws. If any "fair price" or "control share acquisition" statute or other similar statute or regulation shall become applicable to the transactions contemplated hereby, Parent and including the Offer or the Merger, the Company and Buyer, and their respective Boards of Directors shall use their reasonable best efforts to grant such approvals and to take such other actions as are necessary so that the transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated hereby and shall otherwise act use their reasonable best efforts to minimize eliminate the effects of any such statute or regulation on the transactions contemplated hereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Invacare Corp)

State Takeover Laws. If any "fair price" or "control share acquisition" statute or other similar statute or regulation shall become applicable to the transactions contemplated hereby, Parent and the Company and their respective Boards of Directors shall use their reasonable best efforts to grant such approvals and to take such other actions as are necessary so that the transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated hereby and shall otherwise act use their reasonable best efforts to minimize eliminate the effects of any such statute or regulation on the transactions contemplated hereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Imc Global Inc)

State Takeover Laws. If any "fair price" or "control share acquisition" statute or other similar statute or regulation shall become applicable to the transactions contemplated hereby, Parent and the Company and their respective Boards of Directors shall use their reasonable best efforts to 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 minimize the effects of any such statute or regulation on the transactions contemplated hereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Servicemaster Co)

State Takeover Laws. If any "fair price" or "control share acquisition" statute or other similar statute or regulation shall become applicable to the transactions contemplated hereby, Parent Buyer and its board of directors and the Company and their respective Boards its board of Directors directors shall use their commercially reasonable best efforts to grant such approvals and take such actions as are reasonably necessary so that the transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated hereby and otherwise act in a manner reasonable to minimize the effects of any such statute or regulation on the transactions contemplated hereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Livongo Health, Inc.)

State Takeover Laws. If any "fair price" ,” “business combination” or "control share acquisition" statute or other similar statute or regulation shall become become, or purport to become, applicable to the transactions contemplated hereby, Parent Vitas and the Company and their respective Boards of Directors shall use their reasonable best efforts to 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 minimize eliminate the effects of any such statute or regulation on the transactions contemplated hereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Sealand Natural Resources Inc)

State Takeover Laws. If any "fair price" ,” “business combination” or "control share acquisition" statute or other similar statute or regulation shall become applicable to the transactions contemplated hereby, Parent Parent, Acquisition and the Company and their the respective Boards of Directors of Acquisition and the Company shall use their reasonable best efforts to 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 minimize the effects of any such statute or regulation on the transactions contemplated hereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Allscripts Healthcare Solutions Inc)

State Takeover Laws. If any "fair price" ,” “business combination,” “moratorium” or "control share acquisition" statute or other similar statute or regulation is or shall or may become applicable to the transactions contemplated herebyTransactions, Parent and the Company and their respective Boards of Directors shall use their reasonable best efforts to grant such approvals and take such actions as are necessary so that the transactions contemplated hereby Transactions may be consummated as promptly as practicable on the terms contemplated hereby by this Agreement and otherwise use reasonable best efforts to act to eliminate or minimize the effects of any such statute or regulation on the transactions contemplated herebyTransactions.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Stratos International Inc)

State Takeover Laws. If any "fair price," "business ------------------- combination" or "control share acquisition" statute or other similar statute or regulation shall become applicable to the transactions contemplated herebyhereby or the Stockholder Agreements, Parent and the Company and their respective Boards of Directors shall use their reasonable best efforts to 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 minimize the effects of any such statute or regulation on the transactions contemplated hereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Panchos Mexican Buffet Inc /De)

State Takeover Laws. If any "fair price" ,” “business combination” or "control share acquisition" statute or other similar statute or regulation shall become applicable to the transactions contemplated herebyhereby or in the Shareholder Agreements, Parent and the Company and their respective Boards of Directors shall use their reasonable best efforts to grant such approvals and take such actions as are 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 any such statute or regulation on the transactions contemplated herebyhereby and thereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (North Central Bancshares Inc)

State Takeover Laws. If any "fair price" ,” “business combination” or "control share acquisition" statute or other similar statute or regulation is or shall become applicable to the transactions Transactions contemplated hereby, Parent and each of Parent, the Company and their respective Boards of Directors shall use their reasonable best efforts to grant such approvals and take such actions as are necessary so that the transactions Transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated hereby and shall otherwise act to minimize the effects of any such statute or regulation on the transactions Transactions contemplated hereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Cumulus Media Inc)

State Takeover Laws. If any "fair price" or "control share acquisition" statute or other similar statute or regulation shall become applicable to the transactions contemplated hereby, Parent Parent, Sub and the Company and their respective Boards of Directors shall use their reasonable best efforts to 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 minimize the effects of any such statute or regulation on the transactions contemplated hereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (First Data Corp)

State Takeover Laws. If any "fair price" ,” “business combination” or "control share acquisition" statute or other similar statute or regulation shall is or may become applicable to the transactions contemplated hereby, the Company, Parent and the Company and their respective Boards of Directors Acquisition Sub shall use their respective commercially reasonable best efforts to grant such approvals and not 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 eliminate or minimize the effects of any such statute or regulation on the transactions contemplated hereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Great American Financial Resources Inc)

State Takeover Laws. If any "fair price" or "control share acquisition" statute or other similar statute or regulation shall become is or becomes applicable to the transactions contemplated hereby, Parent and the Company and their respective Boards its Board of Directors shall will use their its reasonable best efforts to 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 minimize the effects of any such statute or regulation on the transactions contemplated hereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Cascade Natural Gas Corp)

State Takeover Laws. If any "fair price," "business ------------------- combination" or "control share acquisition" statute or other similar statute or regulation shall become applicable to the transactions contemplated hereby, Parent and Parent, the Company and their respective Boards its Board of Directors shall use their reasonable best efforts take all such action as may be necessary or advisable to grant obtain such approvals and take such actions as are necessary or advisable so that the transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated hereby and otherwise act to minimize the effects of any such statute or regulation on the transactions contemplated hereby...

Appears in 1 contract

Samples: Agreement and Plan of Merger (Ea Engineering Acquisition Corp)

State Takeover Laws. If any "fair price" ,” “business combination” or "control share acquisition" statute or other similar statute or regulation is or shall become applicable to the transactions contemplated hereby, Parent and each of Parent, the Company and their respective Boards of Directors shall use their reasonable best efforts to 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 shall otherwise act to minimize the effects of any such statute or regulation on the transactions contemplated hereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Westwood One Inc /De/)

State Takeover Laws. If any "fair price" ,” “business combination” or "control share acquisition" statute or other similar statute or regulation is or shall become applicable to the transactions contemplated hereby, Parent and Parent, the Company and their respective Boards Board of Directors shall use their reasonable best efforts to 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 shall otherwise act to minimize the effects of any such statute or regulation on the transactions contemplated hereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (NYSE Euronext)

State Takeover Laws. If any "fair price" or "control share acquisition" statute or other similar statute or regulation shall become applicable to the transactions contemplated hereby, Parent and its Board of Managers and the Company and their respective Boards its Board of Directors shall use their reasonable best efforts to 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 minimize the effects of any such statute or regulation on the transactions contemplated hereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Maynard Oil Co)

State Takeover Laws. If any "fair price" ,” “business combination” or "control share acquisition" statute or other similar statute or regulation shall become applicable to the transactions contemplated hereby, Parent and the Company and their respective Boards its boards of Directors directors shall use their reasonable best efforts to grant such approvals and take such actions as are necessary so that the transactions contemplated hereby Contemplated Transactions may be consummated as promptly as practicable on the terms contemplated hereby and otherwise act to minimize the effects of any such statute or regulation on the transactions contemplated hereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Intrado Inc)

State Takeover Laws. If any "fair price" or ", "control share acquisition" or "business combination" statute or other similar takeover or tender offer statute or regulation shall become applicable to the transactions contemplated herebyby this Agreement, Parent Parent, Purchaser and the Company and their respective Boards of Directors shall use their all reasonable best efforts to 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 minimize the effects of any such statute or regulation on the transactions contemplated hereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Newpower Holdings Inc)

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