State Takeover Laws. The Company shall, upon the request of the Purchaser, take all reasonable steps to assist in any challenge by the Purchaser to the validity or applicability to the transactions contemplated by this Agreement, including the Offer and the Merger, of any state takeover law.
Appears in 15 contracts
Samples: Agreement and Plan of Merger (Sybron Dental Specialties Inc), Agreement and Plan of Merger (Danaher Corp /De/), Agreement and Plan of Merger (Danaher Corp /De/)
State Takeover Laws. The Company shall, upon the request of the PurchaserParent, take all reasonable steps to assist in any challenge by the Purchaser Parent to the validity or applicability to the transactions contemplated by this AgreementTransactions, including the Offer and the Merger, of any state takeover law.
Appears in 6 contracts
Samples: Acquisition Agreement And (GMM Capital LLC), Option Holder Acknowledgement Agreement (Goodys Family Clothing Inc /Tn), Acquisition Agreement And (Prentice Capital Management, LP)
State Takeover Laws. The Company shall, upon the request of the Purchaser, take all reasonable steps to assist in any challenge by the Purchaser to the validity or applicability to the transactions contemplated by this Agreement, including the Offer and the Merger, and the Tender and Voting Agreement of any state takeover law. The Board of Directors of the Company shall not amend, modify or rescind the approval of any purchase of Shares in the Offer for purposes of Section 14A:10A-1 of the New Jersey Act.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Jevic Transportation Inc), Agreement and Plan of Merger (Jevic Transportation Inc), Agreement and Plan of Merger (Yellow Corp)
State Takeover Laws. The Company shall, upon the request of the Purchaser, take all reasonable steps to assist in any challenge by the Purchaser to the validity or applicability to the transactions contemplated by this Agreement, including the Offer and the Merger, of any state takeover lawTakeover Law and to grant such additional approvals and take such additional actions as may be reasonably 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 such Takeover Law on the Merger and the other transactions contemplated hereby.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Raven Acquisition Corp.), Agreement and Plan of Merger (Danaher Corp /De/), Agreement and Plan of Merger (Tektronix Inc)
State Takeover Laws. The Company shall, upon the request of the Purchaser, take all reasonable steps to assist in any challenge by the Purchaser to the validity or applicability to the transactions contemplated by this AgreementTransactions, including the Offer and the Merger, of any state takeover law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (GKN North America Inc), Agreement and Plan of Merger (Interlake Corp)
State Takeover Laws. The Company shall, upon the request of the Purchaser, take all commercially reasonable steps to assist in any challenge by the Purchaser to the validity or applicability to the transactions contemplated by this Agreement, the Option Agreement, and the Shareholders Agreement including the Offer and the Merger, of any state takeover law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Sage Group PLC), Agreement and Plan of Merger (Best Software Inc)
State Takeover Laws. The Company shall, upon the request of the PurchaserAcquisition, take all reasonable steps to assist in any challenge by the Purchaser Acquisition to the validity or applicability to the transactions contemplated by this Agreement, including the Offer and the Merger, of any state takeover law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Century Communications Corp), Agreement and Plan of Merger (Centennial Cellular Corp)
State Takeover Laws. The Company shall, upon the request of the Purchaser, take all reasonable steps to assist in any challenge by the Purchaser to the validity or applicability to the transactions contemplated by this Agreement, including the Offer and the MergerMerger and the Shareholder's Agreement, of any state or foreign takeover law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (American Safety Razor Co), Agreement and Plan of Merger (Rsa Acquisition Corp)
State Takeover Laws. The Company shall, upon the request of ------------------- the Purchaser, take all reasonable steps to assist in any challenge by the Purchaser to the validity or applicability to the transactions contemplated by this Agreement, including the Offer Offer, the Merger and the MergerRollover Agreement, of any state or foreign takeover law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (CLC Acquisition Corp), Agreement and Plan of Merger (Coinmach Laundry Corp)
State Takeover Laws. The Company shall, upon the request of the PurchaserParent, take all reasonable steps to assist in any challenge by the Purchaser Parent to the validity or applicability to the transactions contemplated by this Agreement, including the Offer and the Merger, of any state takeover law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Corcom Inc), Agreement and Plan of Merger (Communications Instruments Inc)
State Takeover Laws. The Company shall, upon the ------------------- request of the Purchaser, take all commercially reasonable steps to assist in any challenge by the Purchaser to the validity or applicability to the transactions contemplated by this AgreementAgreement and the Option Agreements, including the Offer and the MergerMerger and the Shareholder Agreements, of any state takeover law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (State of the Art Inc /Ca), Agreement and Plan of Merger (Rose Acquisition Corp)
State Takeover Laws. The Company shall, upon the request of the PurchaserParent, take all reasonable steps to render inapplicable and to assist in any challenge by the Purchaser to the validity or applicability to the transactions contemplated by this Agreement, including the Offer and the Merger, of any state takeover lawlaws.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Mascotech Inc), Agreement and Plan of Merger (Simpson Industries Inc)
State Takeover Laws. The Prior to the Effective Time, the Company shall, upon the request of the Purchaser, take all reasonable steps to assist in any challenge by the Purchaser to the validity or applicability of any state takeover Law to the transactions contemplated by this Agreement, including the Offer and the Merger, of any state takeover law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Metropolitan Life Insurance Co/Ny), Agreement and Plan of Merger (Metropolitan Life Insurance Co/Ny)
State Takeover Laws. The Company shall, upon the request of the Purchaser, take all reasonable steps to assist in any challenge by the Purchaser to the validity or applicability to the transactions contemplated by this Agreement and the Stock Option Agreement, including the Offer and the MergerMerger and by the Stockholder Agreements, of any state takeover law.. SECTION 6.10
Appears in 2 contracts
Samples: Execution Copy Agreement and Plan of Merger Agreement and Plan of Merger (Voith Sulzer Acquisition Corp), Exhibit 1 Execution Copy Agreement and Plan of Merger Agreement and Plan of Merger (Impact Systems Inc /Ca/)
State Takeover Laws. The Company shall, upon the request of the Purchaser, take all reasonable steps to assist in any challenge by the Purchaser to the validity or applicability to the transactions contemplated by this Agreement, including the Offer and the Merger, Merger and by the Stockholder Agreements of any state takeover law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (BTR Acquisition Corp), Agreement and Plan of Merger (Exide Electronics Group Inc)
State Takeover Laws. The Company shall, upon the request ------------------- of the Purchaser, take all commercially reasonable steps to assist in any challenge by the Purchaser to the validity or applicability to the transactions contemplated by this Agreement and the Option Agreement, including the Offer and the Merger, and the Shareholder Agreements, of any state takeover law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Compaq Interests Inc), Agreement and Plan of Merger (Shopping Com)
State Takeover Laws. The Company shall, upon the request of the Purchaser, take all reasonable steps to assist in any challenge by the Purchaser to the validity or applicability to the transactions contemplated hereby by this Agreement, including the Offer and the Merger, of any state takeover law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Global Motorsport Group Inc), Agreement and Plan of Merger (GMG Acquisition Corp)
State Takeover Laws. The Company shall, upon the request of the PurchaserParent, take all reasonable steps to assist in any challenge by the Purchaser Parent to the validity or applicability to the transactions contemplated by this Agreement, including the Offer and the Merger, of any state takeover law.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Thermal Industries Inc)
State Takeover Laws. The Company shall, upon the request ------------------- of the Purchaser, take all reasonable steps to assist in any challenge by the Purchaser to the validity or applicability to the transactions contemplated by this Agreement, including the Offer and the Merger, of any state takeover law.
Appears in 1 contract
State Takeover Laws. The Company shall, upon the request of the ------------------- Purchaser, take all reasonable steps to assist in any challenge by the Purchaser to the validity or applicability to the transactions contemplated by this Agreement, including the Offer and the Merger, of any state takeover law.
Appears in 1 contract
State Takeover Laws. The Company shall, upon the request of ------------------- the Purchaser, take all reasonable steps to assist in any challenge by the Purchaser to the validity or applicability to the transactions contemplated by this Agreement, including the Offer and the Merger, of any state takeover law.
Appears in 1 contract
State Takeover Laws. The Company shall, upon the request of the Purchaser, take all reasonable steps to assist in any challenge by the Purchaser to the validity or applicability to the transactions contemplated by this AgreementTransactions, including the Offer and the Merger, of any state takeover law or other similar law. Section 6.8.
Appears in 1 contract
Samples: Merger Agreement (Pinault Printemps Redoute Sa Et Al)
State Takeover Laws. The Company shall, upon the request of the PurchaserBuyer or Merger Subsidiary, take all reasonable steps to assist in any challenge by the Purchaser to Buyer or Merger Subsidiary in respect of the validity or applicability to the transactions contemplated by this Agreement, including the Offer and the Merger, of any state takeover law. SECTION 5.07.
Appears in 1 contract
State Takeover Laws. The Company shall, upon the request of the Purchaser, take all reasonable steps to assist in any challenge by the Purchaser to the validity or applicability to the transactions contemplated by this Agreement, including the Offer Agreement and the Merger, Merger of any state or foreign takeover law.
Appears in 1 contract
State Takeover Laws. The Company shall, upon the request of the Purchaser, take all reasonable steps to assist in any challenge by the Purchaser to the validity or applicability to the transactions contemplated by this AgreementTransactions, including the Offer and the Merger, of any state takeover law or other similar law.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Pinault Printemps Redoute Sa Et Al)
State Takeover Laws. The Company shall, upon the request of the Purchaser, take all reasonable steps to assist in any challenge by the Purchaser to the validity or applicability to the transactions contemplated by this Agreement, including the Amended Offer and the Merger, of any state takeover law.
Appears in 1 contract
State Takeover Laws. The Prior to the Effective Time, the ------------------- Company shall, upon the request of the Purchaser, take all reasonable steps to assist in any challenge by the Purchaser to the validity or applicability of any state takeover Law to the transactions contemplated by this Agreement, including the Offer and the Merger, of any state takeover law.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Security Capital Group Inc/)
