Common use of State Takeover Laws Clause in Contracts

State Takeover Laws. If any “control share acquisition,” “fair price” or other anti-takeover laws or regulations enacted under state or federal Laws becomes or is deemed to become applicable to the Company, the Merger or any other Transaction, then the Company Board of Directors shall use its reasonable best efforts to render such statute (or the relevant provisions thereof) inapplicable to the foregoing.

State Takeover Laws. If any “control share acquisition,” “fair price,” “business combination” or other anti-takeover laws or regulations enacted under state or federal Laws becomes or is deemed to become be applicable to the Company, Parent, Merger Sub or the Merger Merger, including the acquisition of Shares pursuant thereto or any other Transactiontransaction contemplated by this Agreement, then the Company Board of Directors shall use its reasonable best efforts will take all action necessary to render such statute (or the relevant provisions thereof) Law inapplicable to the foregoing.

State Takeover Laws. If any “control share acquisition,” “fair price,” “business combination” or other anti-takeover laws or regulations enacted under state or federal Laws becomes or is deemed to become be applicable to the Company, Parent, Merger Sub, Offer or the Merger Merger, including the acquisition of Shares pursuant thereto, the Support Agreements or any other Transactiontransaction contemplated by this Agreement, then the Company Board of Directors shall use its reasonable best efforts will take all action necessary to render such statute (or the relevant provisions thereof) Law inapplicable to the foregoing.

State Takeover Laws. If any “control share acquisition,” “fair price,” “business combination” or other anti-takeover laws or regulations enacted under state or federal Laws becomes or is deemed to become be applicable to the Company, Parent, Merger Sub or the Merger Merger, including the acquisition of Shares pursuant thereto, the Support Agreement or any other Transactiontransaction contemplated by this Agreement, then the Company Board of Directors shall use its reasonable best efforts will, as promptly as practicable, take all action necessary to render such statute (or the relevant provisions thereof) Law inapplicable to the foregoing.

State Takeover Laws. If any “control share acquisition,” ”, “fair price” or other anti-takeover laws or regulations enacted under state or federal Laws laws becomes or is deemed to become applicable to the Company, the Offer, the acquisition of Shares pursuant to the Offer, the Merger or any other Transaction, then the Company Board of Directors shall use its reasonable best efforts take all action necessary to render such statute (or the relevant provisions thereof) inapplicable to the foregoing.

State Takeover Laws. If any “control share acquisition,” “fair price,” “moratorium” or other anti-takeover laws or regulations enacted under state or federal Laws Applicable Law becomes or is deemed to become be applicable to the Company, Parent, Merger Sub, the Merger or any other Transactiontransaction contemplated by this Agreement, then the Company Board of Directors shall use its reasonable best efforts grant such approvals and 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 act to render such statute (or the relevant provisions thereof) anti-takeover Applicable Law inapplicable to the foregoing.

State Takeover Laws. If any “control share acquisition,” ”, “fair price”, “business combination” or other anti-takeover laws or regulations enacted under state or federal Laws becomes or is deemed to become be applicable to the Company, Parent or the Purchaser, the Offer, the Merger or the Top-Up Option, including the acquisition of Common Shares pursuant thereto, or the Support Agreements or any other Transactiontransaction contemplated by this Agreement, then the Company Board of Directors shall use its reasonable best efforts take all action necessary to render such statute (or the relevant provisions thereof) Law inapplicable to the foregoing.

State Takeover Laws. If any “control share acquisition,” ”, “fair price” or other anti-takeover laws or regulations enacted under state or federal Laws laws becomes or is deemed to become applicable to the Company, the Merger Offer, the acquisition of Shares pursuant to the Offer, the Merger, the Stockholder Agreements or any other Transaction, then the Company Board of Directors shall use its reasonable best efforts take all action necessary to render such statute (or the relevant provisions thereof) inapplicable to the foregoing.

State Takeover Laws. If any “control share acquisition,” ”, “fair price” or other anti-takeover laws or regulations enacted under state or federal Laws laws becomes or is deemed to become applicable to the Company, the Merger Offer, the acquisition of Shares pursuant to the Offer, the Merger, the Support Agreements or any other Transaction, then the Company Board of Directors shall use its reasonable best efforts take all action necessary to render such statute (or the relevant provisions thereof) inapplicable to the foregoing.

State Takeover Laws. If any “control share acquisition,” ”, “fair price”, “business combination” or other anti-takeover laws or regulations enacted under state or federal Laws Law becomes or is deemed to become be applicable to the Company, Parent or Merger Sub, the Merger Offer, or the Merger, including the acquisition of Shares pursuant thereto, or any other Transactiontransaction contemplated by this Agreement, then the Company Board of Directors shall use its reasonable best efforts take all action necessary to render such statute (or the relevant provisions thereof) Law inapplicable to the foregoing.

State Takeover Laws. If any “control share acquisition,” “fair price” or other anti-takeover laws Laws or regulations enacted under state or federal Laws becomes or is deemed to become applicable to the Company, the Merger or any other Transaction, then the Company Board Company, Parent, Merger Sub, and the members of Directors their respective boards of directors shall use its reasonable best efforts take all action reasonably necessary and appropriate to render such statute (or the relevant provisions thereof) inapplicable to the foregoing.

State Takeover Laws. If any “control share acquisition,” “fair price” or other anti-takeover laws or regulations enacted under state or federal Laws Takeover Law becomes or is deemed to become be applicable to the Company, Parent, Merger Sub, the Merger Merger, including by reason of the acquisition of Shares pursuant thereto or any other Transactiontransaction contemplated to be consummated by the Parties pursuant to this Agreement or the Voting Agreement, then the Company Board of Directors shall use its reasonable best efforts take all action necessary to render such statute (or the relevant provisions thereof) Law inapplicable to the foregoing.

State Takeover Laws. If any No “fair price,” “moratorium,” “control share acquisition,” “fair pricebusiness combination” or other anti-takeover laws or regulations enacted under state or federal Laws becomes or is deemed Law of any jurisdiction that may purport to become be applicable to the Company, Parent, Merger Sub or any of their respective Affiliates will apply with respect to or as a result of the execution of this Agreement or the consummation of the Merger or any the other Transaction, then the Company Board of Directors shall use its reasonable best efforts to render such statute (or the relevant provisions thereof) inapplicable to the foregoingtransactions contemplated hereby.

State Takeover Laws. If any “control share acquisition,” ”, “fair price”, “business combination” or other anti-takeover laws or regulations enacted under state or federal Laws becomes or is deemed to become be applicable to the Company, Parent or the Purchaser, the Merger or the Support Agreements or any other Transactiontransaction contemplated by this Agreement, then the Company Board of Directors shall use its reasonable best efforts take all action necessary to render such statute (or the relevant provisions thereof) Law inapplicable to the foregoing.

State Takeover Laws. If any “control share acquisition,” ”, “fair price” or other anti-takeover laws or regulations Laws enacted under state or federal Laws becomes or is deemed to become applicable to the Company, the Offer, the acquisition of Shares pursuant to the Offer, the Merger or any other Transaction, then the Company Board of Directors shall use its reasonable best efforts take all action necessary to render eliminate or minimize the effects of such statute (status or regulations on the Offer, the Merger or the relevant provisions thereof) inapplicable to the foregoingTransactions.

State Takeover Laws. If any “control share acquisition,” “fair price” or other anti-takeover laws or regulations enacted under state or federal Laws Takeover Law becomes or is deemed to become be applicable to the Company, Parent, Merger Sub, the Merger Merger, including by reason of the acquisition of Shares pursuant thereto, the Voting Agreement or any other Transactiontransaction contemplated to be consummated by the parties pursuant to this Agreement, then the Company Board of Directors shall use its reasonable best efforts take all action necessary to render such statute (or the relevant provisions thereof) Law inapplicable to the foregoing.

State Takeover Laws. If any “"control share acquisition,” “", "fair price” " or other anti-takeover laws or regulations enacted under state or federal Laws laws becomes or is deemed to become applicable to the Company, the Merger Offer, the acquisition of Shares pursuant to the Offer, the Top-Up Option, the Merger, the Support Agreements or any other Transaction, then the Company Board of Directors shall use its reasonable best efforts take all action necessary to render such statute (or the relevant provisions thereof) inapplicable to the foregoing.

State Takeover Laws. If any “control share acquisition,” “fair price” or other anti-takeover laws or regulations enacted under state or federal Laws laws becomes or is deemed to become applicable to the Company, the Merger Merger, the Voting Agreements or any other Transactiontransaction contemplated hereby, then the Company Board of Directors shall use its reasonable best efforts take all action necessary to render such statute (or the relevant provisions thereof) inapplicable to the foregoing.

State Takeover Laws. If any “control share acquisition,” “fair price” or other anti-takeover laws or regulations Laws enacted under state or federal Laws becomes or is deemed to become applicable to the Company, the Offer, the acquisition of Shares pursuant to the Offer, the Merger or any other Transaction, then the Company Board of Directors shall use its reasonable best efforts take all action necessary to render such statute (or the relevant provisions thereof) inapplicable to the foregoing.

State Takeover Laws. If any “control share acquisition,” ”, “fair price”, “business combination” or other anti-takeover laws or regulations enacted under state or federal Laws becomes or is deemed to become be applicable to the Company, Parent or the Purchaser, the Offer, the Merger or the Top-Up Option, including the acquisition of Shares pursuant thereto, or the Support Agreements or any other Transactiontransaction contemplated by this Agreement, then the Company Board of Directors shall use its reasonable best efforts take all action necessary to render such statute (or the relevant provisions thereof) Law inapplicable to the foregoing.

State Takeover Laws. If The Company Board shall take all action reasonably necessary to render any “control share acquisition,” ”, “fair price”, “business combination” or other anti-takeover laws or regulations enacted under state or federal Laws Law that becomes or is deemed to become be applicable to the Company, Parent or Merger Sub, the Merger or any other Transaction, then the Company Board of Directors shall use its reasonable best efforts to render such statute (or the relevant provisions thereof) inapplicable to the foregoing.

State Takeover Laws. If any “control share acquisition,” ”, “fair price” or other anti-takeover laws or regulations Laws enacted under state or federal Laws becomes or is deemed to become applicable to the Company, Company or the Merger or any other TransactionMerger, then the Company Board of Directors shall use its reasonable best efforts take all action necessary to render eliminate or minimize the effects of such statute (status or regulations on the relevant provisions thereof) inapplicable to the foregoingMerger.

State Takeover Laws. If any “fair price,” “moratorium,” “control share acquisition,” “fair pricebusiness combination” or other similar anti-takeover laws statute or regulations regulation enacted under state or federal Laws laws in the United States becomes or is deemed to become be applicable to the Company, Parent, Sub, the Merger or the Voting Agreement or any other Transactiontransaction contemplated by this Agreement, then the Company Board of Directors shall use its reasonable best efforts take all action necessary to render such statute (or the relevant provisions thereof) Law inapplicable to the foregoing.

State Takeover Laws. If any “control share acquisition,” ”, “fair price”, “business combination” or other anti-takeover laws or regulations enacted under state or federal Laws Law becomes or is deemed to become be applicable to the Company, Parent, the Purchaser, the Offer, the Merger or the Top-Up Option, including, by reason of the acquisition of Shares pursuant thereto or any other Transactiontransaction contemplated to be consummated by the parties pursuant to this Agreement, then the Company Board of Directors shall use its reasonable best efforts take all action necessary to render such statute (or the relevant provisions thereof) Law inapplicable to the foregoing.

State Takeover Laws. If any “control share acquisition,” “fair price” or other anti-takeover laws or regulations enacted under state or federal Laws Takeover Law becomes or is deemed to become be applicable to the Company, Parent, Merger Subs, the Merger Merger, including by reason of the acquisition of shares of Company Common Stock pursuant thereto, the Company Stockholder Voting Agreements or any other Transactiontransaction contemplated to be consummated by the Parties pursuant to this Agreement, then the Company Board of Directors shall use its reasonable best efforts take all action necessary to render such statute (or the relevant provisions thereof) Law inapplicable to the foregoing.

State Takeover Laws. If any “"control share acquisition,” “" "fair price” ," "business combination" or other anti-takeover laws or regulations enacted under state or federal Laws becomes or is deemed to become be applicable to the Companythis Agreement or any transaction contemplated by this Agreement, then Parent, the Merger Company and their respective boards of directors or any other Transactionmanagers, then as applicable, shall take all reasonable action necessary so that the Company Board of Directors shall use its reasonable best efforts to render such statute (or the relevant provisions thereof) inapplicable to the foregoing.Offer, the

State Takeover Laws. If any “control share acquisition,” “fair price” or other anti-takeover laws or regulations enacted under state or federal Laws Takeover Law becomes or is deemed to become be applicable to the Company, Parent, Merger Sub, the Merger Merger, including by reason of the acquisition of Shares pursuant thereto or any other Transactiontransaction contemplated to be consummated by the Parties pursuant to this Agreement, then the Company Board of Directors shall use its reasonable best efforts take all action necessary to render such statute (or the relevant provisions thereof) Law inapplicable to the foregoing.

State Takeover Laws. If any “‘‘control share acquisition,” “’’, ‘‘fair price” ’’, ‘‘business combination’’ or other anti-takeover laws or regulations enacted under state or federal Laws becomes or is deemed to become be applicable to the Company, Parent or the Merger Sub with respect to the Merger, including the acquisition of Shares pursuant thereto, or the Support Agreements or any other Transactiontransaction contemplated by this Agreement, then each of the Company Board Company, Parent, the Merger Sub and their respective boards of Directors directors shall use its reasonable best efforts take all action necessary to render such statute (or the relevant provisions thereof) Law inapplicable to the foregoing.

State Takeover Laws. If any “control share acquisition,” “fair price,” “business combination” or other anti-takeover laws or regulations enacted under state or federal Laws becomes or is deemed to become be applicable to the Company, Parent, Merger Sub or the Merger Merger, including the acquisition of Shares pursuant thereto or any other Transactiontransaction contemplated by this Agreement, then the Company Board of Directors shall use its reasonable best efforts will take all action necessary to render such statute (or the relevant provisions thereof) Law inapplicable to the foregoing.. 5.11

State Takeover Laws. If any No “fair price,” “moratorium,” “control share acquisition,” “fair price” or other similar anti-takeover statute or regulation or anti-takeover provision in the Company’s certificate of incorporation or by-laws is, or regulations enacted under state or federal Laws becomes or is deemed to become at the Effective Time will be, applicable to the Company, the shares of the capital stock of the Company, the Merger or any of the other Transaction, then the Company Board of Directors shall use its reasonable best efforts to render such statute (or the relevant provisions thereof) inapplicable to the foregoingtransactions contemplated by this Agreement.

State Takeover Laws. If any “control share acquisition,” “fair price” or other anti-takeover laws or regulations enacted under state or federal Laws Takeover Law becomes or is deemed to become be applicable to the Company, Parent, Merger Sub, the Merger Merger, including by reason of the acquisition of Shares pursuant thereto, or any other Transaction, then the Company Board of Directors shall use its reasonable best efforts take all action necessary to render such statute (or the relevant provisions thereof) Law inapplicable to the foregoing.

State Takeover Laws. If any “"control share acquisition,” “", "fair price” " or other anti-takeover laws or regulations enacted under state or federal Laws Legal Requirements becomes or is deemed to become applicable to the Company, the Merger Investment or any other Transactiontransaction contemplated by this Agreement, then the Company Board of Directors shall use its reasonable best efforts take all action necessary to render such statute (or the relevant provisions thereof) inapplicable to the foregoing.

State Takeover Laws. If any “control share acquisition,” “fair price” or other anti-takeover laws or regulations enacted under state or federal Laws Takeover Law becomes or is deemed to become be applicable to the Company, Parent, Merger Sub, the Merger Merger, including by reason of the acquisition of Shares pursuant thereto or any other Transactiontransaction contemplated to be consummated by the parties pursuant to this Agreement, then the Company Board of Directors shall use its reasonable best efforts take all action necessary to render such statute (or the relevant provisions thereof) Law inapplicable to the foregoing.

State Takeover Laws. If any “control share acquisition,” ”, “fair price”, “business combination” or other anti-takeover laws or regulations enacted under state or federal Laws becomes or is deemed to become be applicable to the Company, Parent or the Merger Sub with respect to the Merger, including the acquisition of Shares pursuant thereto, or the Support Agreements or any other Transactiontransaction contemplated by this Agreement, then each of the Company Board Company, Parent, the Merger Sub and their respective boards of Directors directors shall use its reasonable best efforts take all action necessary to render such statute (or the relevant provisions thereof) Law inapplicable to the foregoing.

State Takeover Laws. If any “control share acquisition,” ”, “fair price”, “business combination” or other anti-takeover laws or regulations enacted under state or federal Laws becomes or is deemed to become be applicable to the Company, Parent or Merger Sub, the Merger Merger, or the Voting Agreement or any other Transactiontransaction contemplated by this Agreement, then the Company Board of Directors shall use its reasonable best efforts take all action necessary to render such statute (or the relevant provisions thereof) Law inapplicable to the foregoing.

State Takeover Laws. If any “Without limiting the foregoing, the Company and the Company Board shall (i) take all actions necessary to ensure that no "fair price," "control share acquisition,” “fair price” " "moratorium" or other anti-takeover laws statute, or regulations enacted under state similar Law, is or federal Laws becomes or is deemed to become applicable to the Company, the Merger or any other Transaction, then the Company Board of Directors shall use its reasonable best efforts to render such statute (or the relevant provisions thereof) inapplicable to the foregoing.applicable

State Takeover Laws. If any “control share acquisition,” “fair price,” “business combination” or other anti-takeover laws or regulations enacted under state or federal Laws becomes or is deemed to become be applicable to the Company, Parent, Merger Sub or the Merger Merger, including the acquisition of Shares pursuant thereto, the Support Agreements or any other Transactiontransaction contemplated by this Agreement, then the Company Board of Directors shall use its reasonable best efforts will take all action necessary to render such statute (or the relevant provisions thereof) Law inapplicable to the foregoing.

State Takeover Laws. If any “control share acquisition,” “fair price,” “business combination” or other anti-takeover laws or regulations enacted under state or federal Laws Law becomes or is deemed to become be applicable to the Company, Parent or Merger Sub, or the Merger Merger, including the acquisition of Shares pursuant thereto, or any other Transactiontransaction contemplated by this Agreement, then the Company Board of Directors shall use its reasonable best efforts take all action necessary to render such statute (or the relevant provisions thereof) Law inapplicable to the foregoing.

State Takeover Laws. If any “control share acquisition,” “fair price,” “business combination” or other anti-takeover laws or regulations enacted under state or federal Laws Takeover Statute becomes or is deemed to become be applicable to the Company, Parent or the Purchaser, the Offer, the Restructuring Transactions, the Merger or the Top-Up Option, including the acquisition of Shares pursuant thereto, or the Contribution Agreement or any other Transactiontransaction contemplated by this Agreement, then the Company Board of Directors shall use its reasonable best efforts shall, to the extent permitted by such Law, take all action necessary to render such statute (or the relevant provisions thereof) Law inapplicable to the foregoing.

State Takeover Laws. If any “control share acquisition,” “fair price” or other anti-takeover laws or regulations enacted under state or federal Laws Takeover Law becomes or is deemed to become be applicable to the Company, Parent, Merger Sub or the Merger Merger, including by reason of the acquisition of Shares pursuant thereto, or any other Transactiontransaction contemplated to be consummated by the parties pursuant to this Agreement, then the Company Board of Directors shall use its reasonable best efforts take all action necessary to render such statute (or the relevant provisions thereof) Law inapplicable to the foregoing.

State Takeover Laws. If any “control share acquisition,” ”, “fair price”, “business combination” or other anti-takeover laws or regulations enacted under state or federal Laws becomes or is deemed to become be applicable to the Company, Parent or the Purchaser, the Offer, the Merger or the Top-Up Option, including the acquisition of Shares pursuant thereto, or the Related Agreements or any other Transactiontransaction contemplated by this Agreement, then the Company Board of Directors shall use its reasonable best efforts take all action necessary to render such statute (or the relevant provisions thereof) Law inapplicable to the foregoing.

State Takeover Laws. If any “control share acquisition,” “fair price,” or other anti-takeover laws Laws or regulations enacted under state or federal Laws becomes or is deemed to become applicable to the Company, the Merger or any other Transaction, then the Company Board Company, Parent, Merger Sub, and the members of Directors their respective boards of directors shall use its reasonable best efforts take all action reasonably necessary and appropriate to render such statute (or the relevant provisions thereof) inapplicable to the foregoing.