State Takeover Laws. If any state takeover statute becomes or is deemed to become applicable to the Company or the Transactions, then the Company Board of Directors shall take all actions necessary to render such statutes inapplicable to the foregoing.
Appears in 8 contracts
Samples: Agreement and Plan of Merger (Kinetic Concepts Inc /Tx/), Agreement and Plan of Merger (Dmi Furniture Inc), Agreement and Plan of Merger (Lifecell Corp)
State Takeover Laws. If any state takeover statute becomes or is deemed to become applicable to the Company Offer, the Stockholder Agreements, the acquisition of Shares pursuant to the Offer or the TransactionsMerger, then the Company Board of Directors shall take all actions action necessary to render such statutes statute inapplicable to all of the foregoingforegoing to the extent that the Company is able to do so.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Shopko Stores Inc), Agreement and Plan of Merger (Pamida Holdings Corp/De/), Agreement and Plan of Merger (Citigroup Inc)
State Takeover Laws. If any state takeover statute becomes or is deemed to become applicable to the Company Company, this Agreement or the TransactionsMerger, then Parent, the Company Board and their respective boards of Directors directors shall take all actions action reasonably necessary to render such statutes statute inapplicable to the foregoing.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Corel Corp), Agreement and Plan of Merger (Excelligence Learning Corp), Agreement and Plan of Merger (Intervideo Inc)
State Takeover Laws. If any state takeover statute becomes or is deemed to become applicable to the Company Agreement, the acquisition of Shares pursuant to the Merger or the other Transactions, then the Company Board of Directors shall take all actions action necessary to render such statutes statute inapplicable to all of the foregoing.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (E Offering Corp), Agreement and Plan of Merger (E Trade Group Inc), Agreement and Plan of Merger (Wit Capital Group Inc)
State Takeover Laws. If any state takeover statute is, becomes or is deemed to become applicable to the Company or the Transactions, then the Company Board of Directors of the Company shall take all actions necessary to render such statutes statute inapplicable to the foregoing.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Sonesta International Hotels Corp), Purchase Agreement (Hospitality Properties Trust)
State Takeover Laws. If any state takeover statute ------------------- becomes or is deemed to become applicable to the Company Company, the Offer, the acquisition of Shares pursuant to the Offer, or the TransactionsMerger, then the Company Board of Directors shall shall, subject to its fiduciary duties as advised of the same by its counsel, take all actions action necessary to render such statutes statute inapplicable to the foregoing.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Lee Sara Corp), Agreement and Plan of Merger (Lee Sara Corp)
State Takeover Laws. If any state takeover statute becomes or is deemed to become applicable to the Company Agreement, the acquisition of Shares or the related voting power pursuant to the Offer, the Merger or the other Transactions, then the Company Board of Directors and the Parent shall take all actions action necessary to render such statutes statute inapplicable to all of the foregoing.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Scientific Games Corp), Agreement and Plan of Merger (Mdi Entertainment Inc)
State Takeover Laws. If any state takeover statute becomes or is deemed to become applicable to the Company or the TransactionsMerger, the Voting Agreement(s) or the other transactions contemplated by this Agreement, then the Company Board of Directors shall take any and all actions within the Company’s control as are permitted under applicable Law and necessary to render eliminate or, if it is not possible to eliminate, then to minimize the effects of such statutes inapplicable to on the foregoing.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Exact Sciences Corp), Agreement and Plan of Merger (Genomic Health Inc)
State Takeover Laws. If any state takeover statute becomes or is deemed to become applicable to the Company or the Transactionstransactions contemplated by this Agreement, then the Company Board of Directors shall take all reasonable actions necessary to render such statutes inapplicable to the foregoing.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (JLG Industries Inc), Agreement and Plan of Merger (Oshkosh Truck Corp)
State Takeover Laws. If any state takeover statute ------------------- becomes or is deemed to become applicable to the Company Company, the Offer, the acquisition of Shares pursuant to the Offer, or the TransactionsMerger, then the Company Board of Directors shall take all actions action necessary to render such statutes statute inapplicable to the foregoing.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Cheap Tickets Inc), Agreement and Plan of Merger (Cendant Corp)
State Takeover Laws. If any state takeover statute becomes or is deemed to become applicable to the Company or the Transactionsacquisition of shares of Company Common Stock pursuant to the Stock Option Agreement, the Stock Purchase Agreement and/or Merger, then the Company Board of Directors shall take all actions lawful action necessary to render such statutes statute inapplicable to the foregoing.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Trendwest Resorts Inc), Agreement and Plan of Merger (Cendant Corp)
State Takeover Laws. If any “control share acquisition”, “fair price” or other anti-takeover laws or regulations enacted under state takeover statute or federal laws becomes or is deemed to become applicable to the Company Company, the Merger, or the Transactionsany other Transaction, then the Company Board of Directors shall take all actions action necessary to render any such statutes statute inapplicable to the foregoing.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Global Aero Logistics Inc.), Agreement and Plan of Merger (World Air Holdings, Inc.)
State Takeover Laws. If any state takeover statute becomes or is deemed to become applicable to the Company or the Transactionstransactions contemplated by this Agreement, then the Company Board of Directors shall take all actions necessary to render such statutes inapplicable to the foregoing.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Turbochef Technologies Inc), Agreement and Plan of Merger (Middleby Corp)
State Takeover Laws. If any state takeover statute becomes or is deemed to become applicable to the Company Company, the Offer, the acquisition of Common Stock pursuant to the Offer, or the TransactionsMerger, then the Company Board Company’s board of Directors shall directors shall, subject to its fiduciary duties as advised of the same by its counsel, take all actions reasonable action necessary to render such statutes statute inapplicable to the foregoing.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Eagle Supply Group Inc), Agreement and Plan of Merger (Gulfside Supply, Inc.)
State Takeover Laws. If any state takeover statute or similar Laws becomes or is deemed to become applicable to the Company or the TransactionsMerger, then the Company Board Company’s board of Directors shall directors shall, subject to its fiduciary duties as advised of the same by its counsel, take all actions reasonable action necessary to render such statutes statute inapplicable to the foregoing.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Mobius Management Systems Inc), Agreement and Plan of Merger (Mobius Management Systems Inc)
State Takeover Laws. If any state takeover statute becomes or is deemed to become applicable to the Company or the Merger or the other Transactions, then the Company Board of Directors shall take any and all actions necessary to render such statutes inapplicable to the foregoing.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Hill International, Inc.), Agreement and Plan of Merger (Hill International, Inc.)
State Takeover Laws. If any state takeover statute becomes or is deemed to become applicable to the Company or the TransactionsMerger or the other transactions contemplated by this Agreement, then the Company Board of Directors shall take any and all actions within its control as are necessary to render such statutes inapplicable to the foregoing.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Stryker Corp), Agreement and Plan of Merger (K2m Group Holdings, Inc.)
State Takeover Laws. If any state takeover statute becomes or is deemed to become applicable to the Company Company, this Agreement or the TransactionsMerger, then the Company Board of Directors shall take all actions action necessary to render such statutes statute inapplicable to the foregoing.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Borland Software Corp), Agreement and Plan of Merger (Segue Software Inc)
State Takeover Laws. If any state takeover statute becomes ------------------- or is deemed to become applicable to the Company Company, the Offer, the acquisition of Shares pursuant to the Offer, or the TransactionsMerger, then the Company Board of Directors shall take all actions necessary shall, subject to render its fiduciary duties as advised of the same by its counsel, use its reasonable efforts to cause such statutes statute to be inapplicable to the foregoing.
Appears in 1 contract
State Takeover Laws. If any state takeover statute becomes or is deemed to become applicable to the Company or the TransactionsMerger, the Voting Agreement or the other transactions contemplated by this Agreement, then the Company Board of Directors shall take any and all actions as are necessary to render such statutes inapplicable to the foregoing.
Appears in 1 contract
State Takeover Laws. If any state takeover statute becomes or is deemed to become applicable to the Company or the TransactionsMerger or the other transactions contemplated by this Agreement, then the Company Board of Directors shall take any and all actions within the Company’s control as are permitted under applicable Law and necessary to render eliminate or, if it is not possible to eliminate, then to minimize the effects of such statutes inapplicable to on the foregoing.
Appears in 1 contract
Samples: Agreement and Plan of Merger (United Technologies Corp /De/)
State Takeover Laws. If any state takeover statute becomes or is deemed to become applicable to the Company Company, the Voting and Support Agreement, the Merger or the Transactionsother transactions contemplated by this Agreement, then the Company Board of Directors shall take any and all actions within its control as are necessary to render such statutes inapplicable to the foregoing.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Corindus Vascular Robotics, Inc.)
State Takeover Laws. If any state takeover statute becomes or is deemed to become applicable to the Company or the TransactionsMerger or the other transactions contemplated by this Agreement, then the Company Board of Directors shall take all actions necessary to render such statutes inapplicable to the foregoing.
Appears in 1 contract
State Takeover Laws. If any state takeover statute becomes or is deemed to become applicable to the Company or the TransactionsMerger, the Voting Agreement or the other transactions contemplated by this Agreement, then the Company Board of Directors shall take any and all actions necessary to render such statutes inapplicable to the foregoing.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Entellus Medical Inc)
State Takeover Laws. If any state takeover statute or other similar Applicable Law becomes or is deemed to become applicable to the Company or the Merger or the other Transactions, then the Company Board of Directors shall take any and all reasonable actions necessary and sufficient to render such statutes inapplicable to the foregoing.
Appears in 1 contract
State Takeover Laws. If any state takeover statute becomes or is deemed to become applicable to the Company or the Offer, the Merger or the other Transactions, then the Company Board of Directors shall take any and all actions necessary to render such statutes inapplicable to the foregoing.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Hill International, Inc.)
State Takeover Laws. If any state takeover statute becomes or is deemed to become applicable to the Company or the TransactionsMerger or the other transactions contemplated by this 41 Agreement, then the Company Board of Directors shall take all actions necessary to render such statutes inapplicable to the foregoing.
Appears in 1 contract
State Takeover Laws. (a). If any state takeover statute becomes or is deemed to become applicable to the Company or the Transactions, then the Company Board of Directors shall take all actions necessary to render such statutes inapplicable to the foregoing.
Appears in 1 contract
State Takeover Laws. If any state takeover statute becomes or is deemed to become applicable to the Company Company, the Offer, the acquisition of Shares pursuant to the Offer, or the TransactionsMerger, then the Company Board of Directors shall take all actions action necessary to render such statutes statute inapplicable to the foregoing.
Appears in 1 contract
State Takeover Laws. If any “control share acquisition”, “fair price” or other anti-takeover laws or regulations enacted under state takeover statute or federal laws becomes or is deemed to become applicable to the Company or the TransactionsMerger, then the Company Board of Directors shall take all actions action necessary to render such statutes statute inapplicable to the foregoing.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Covad Communications Group Inc)
State Takeover Laws. If any state takeover statute becomes or is deemed to become applicable to the Company or the TransactionsMerger or the other transactions contemplated by this Agreement, then the Company Board of Directors shall take any and all actions necessary to render such statutes inapplicable to the foregoing.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Rockwell Collins Inc)
State Takeover Laws. If any state takeover statute becomes or is deemed to become applicable to the Company or the Transactionsacquisition of Shares pursuant to the Merger, then the Company Board of Directors shall take all actions action necessary to render such statutes statute inapplicable to the foregoing.
Appears in 1 contract
State Takeover Laws. If any "control share acquisition", "fair price" or other anti-takeover laws or regulations enacted under state takeover statute or federal Legal Requirements becomes or is deemed to become applicable to the Company Company, the Investment or the Transactionsany other transaction contemplated by this Agreement, then the Company Board of Directors shall take all actions action necessary to render such statutes statute inapplicable to the foregoing.
Appears in 1 contract
