Common use of State Takeover Statutes Clause in Contracts

State Takeover Statutes. If any state takeover statute or similar statute becomes applicable to this Agreement (including the Merger and the other transactions contemplated hereby), each of Parent, Merger Sub, the Company and their respective Boards of Directors shall take all reasonable action necessary so that such transactions may be consummated as promptly as practicable on the terms contemplated hereby or otherwise act to eliminate or minimize the effect of such statute or regulation on this Agreement or the transactions contemplated hereby.

Appears in 5 contracts

Samples: Agreement and Plan of Merger (Hecla Mining Co/De/), Agreement and Plan of Merger (Keystone Automotive Industries Inc), Agreement and Plan of Merger (Hecla Mining Co/De/)

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State Takeover Statutes. (a) If any state State takeover statute or similar statute Law is or becomes applicable to this Agreement (including Agreement, the Offer, the Merger and or the other transactions contemplated hereby)by this Agreement, each of Parent, Merger Sub, Parent and the Company and their respective Boards of Directors shall (a) take all reasonable action necessary so to ensure that such transactions may be consummated as promptly as practicable on upon the terms contemplated hereby or and subject to the conditions set forth in this Agreement and (b) otherwise act to eliminate or minimize the effect effects of such takeover statute or regulation on this Agreement or the transactions contemplated herebyLaw.

Appears in 3 contracts

Samples: Stockholder Agreement (Wiser Oil Co), Agreement and Plan of Merger (Forest Oil Corp), Agreement and Plan of Merger (Wiser Oil Co)

State Takeover Statutes. If any state takeover statute or similar statute becomes applicable to this Agreement (including the Merger The Company, Parent and the other transactions contemplated hereby), each Boards of Parent, Merger Sub, Directors of the Company and their respective Boards of Directors Parent shall (a) take all reasonable action necessary so to ensure that such transactions no Takeover Statute is or becomes applicable to the Merger, and (b) if any Takeover Statute becomes applicable to the Merger, take all reasonable action necessary to ensure that the Merger may be consummated as promptly as practicable on the terms contemplated hereby or by this Agreement and otherwise act to eliminate or minimize the effect of such statute or regulation Takeover Statute on this Agreement or the transactions contemplated herebyMerger.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (McAfee Corp.), Agreement and Plan of Merger (McAfee Corp.)

State Takeover Statutes. If any state takeover statute or similar statute becomes state Law that purports to limit or restrict business combinations or the ability to acquire or vote shares is or may become applicable to this Agreement (including the Merger and or the other transactions contemplated hereby), each of Parent, Merger Subby this Agreement, the Company and their respective Boards its Board of Directors shall will grant such approvals and take all reasonable action such other actions as are necessary so that such transactions may be consummated as promptly as practicable on the terms contemplated hereby or and otherwise act to eliminate or minimize the effect effects of such statute or regulation Law on this Agreement or the transactions contemplated herebyand such transactions.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (BMC Software Inc), Agreement and Plan of Merger (Marimba Inc)

State Takeover Statutes. If any state State takeover statute or similar statute Law is or becomes applicable to this Agreement (including Agreement, the Offer, the Top-Up Option, the Merger and or the other transactions contemplated hereby)by this Agreement, each of Parent, Merger Sub, Parent and the Company and their respective Boards of Directors shall (a) take all reasonable action necessary so to ensure that such transactions may be consummated as promptly as practicable on upon the terms contemplated hereby or and subject to the conditions set forth in this Agreement and (b) otherwise act to eliminate or minimize the effect effects of such takeover statute or regulation on this Agreement or the transactions contemplated herebyLaw.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Dune Energy Inc), Agreement and Plan of Merger (Eos Petro, Inc.)

State Takeover Statutes. If any state takeover statute or similar statute becomes state Law that purports to limit or restrict business combinations or the ability to acquire or vote shares is or may become applicable to this Agreement (including the Merger and or the other transactions contemplated hereby)by this Agreement, each of Parent, Merger Sub, the Company and their respective Boards its Board of Directors and the Parent and its Board of Directors shall grant such approvals and take all reasonable action such other actions as are necessary so that such transactions may be consummated as promptly as practicable on the terms contemplated hereby or and otherwise act to eliminate or minimize the effect effects of such statute or regulation Law on this Agreement or the transactions contemplated herebyand such transactions.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Grant Prideco Inc), Agreement and Plan of Merger (National Oilwell Varco Inc)

State Takeover Statutes. If any state takeover statute or similar statute becomes state Law that purports to limit or restrict business combinations or the ability to acquire or vote shares is or may become applicable to this Agreement (including the Merger and or the other transactions contemplated hereby)by this Agreement, each of Parent, Merger Sub, the Company and their respective Boards its Board of Directors shall and the Parent and its Board of Directors will grant such approvals and take all reasonable action such other actions as are necessary so that such transactions may be consummated as promptly as and practicable on the terms contemplated hereby or and otherwise act to eliminate or minimize the effect effects of such statute or regulation Law on this Agreement or the transactions contemplated herebyand such transactions.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Varco International Inc /De/), Agreement and Plan of Merger (National Oilwell Inc)

State Takeover Statutes. If any state takeover statute or similar statute becomes applicable to this Agreement (including the Merger and the other transactions contemplated hereby), each of Parent, Merger Sub, the Company and their respective Boards boards of Directors directors shall take all reasonable action necessary so that such transactions may be consummated as promptly as practicable on the terms contemplated hereby or otherwise act to eliminate or minimize the effect of such statute or regulation on this Agreement or the transactions contemplated hereby.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Hecla Mining Co/De/), Agreement and Plan of Merger (Mines Management Inc)

State Takeover Statutes. If any state State takeover statute or similar statute Law is or becomes applicable to this Agreement (including Agreement, the Offer, the Stockholder Tender and Voting Agreements, the Merger and or the other transactions contemplated hereby)by this Agreement, each of Parent, Merger Sub, Parent and the Company and their respective Boards of Directors shall (a) take all reasonable action necessary so to ensure that such transactions may be consummated as promptly as practicable on upon the terms contemplated hereby or and subject to the conditions set forth in this Agreement and (b) otherwise act to eliminate or minimize the effect effects of such takeover statute or regulation on this Agreement or the transactions contemplated herebyLaw.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Supreme Industries Inc), Agreement and Plan of Merger (Wabash National Corp /De)

State Takeover Statutes. If any state takeover statute Takeover Statute becomes or similar statute becomes is deemed to be applicable to this Agreement (including the Merger and Company, Parent, the other transactions contemplated hereby), each Purchaser or any Affiliate of Parent, Merger Subthe execution, delivery or performance of this Agreement, the Offer or the Merger, including the acquisition of Shares pursuant thereto, the Tender Agreements or any other transaction contemplated by this Agreement, then the Company and their respective Boards of Directors the Company Board shall take all reasonable action actions necessary so that to render such transactions may be consummated as promptly as practicable on Takeover Statute inapplicable to the terms contemplated hereby or otherwise act to eliminate or minimize the effect of such statute or regulation on this Agreement or the transactions contemplated herebyforegoing.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Aerohive Networks, Inc), Agreement and Plan of Merger (Extreme Networks Inc)

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State Takeover Statutes. If any state takeover statute State Takeover Statute or similar statute becomes applicable to this Agreement (including the Merger Asset Sale and the other transactions contemplated hereby), each of Parent, Merger SubBuyer, the Company and their respective Boards of Directors shall take all reasonable action necessary so that such transactions may be consummated as promptly as practicable on the terms contemplated hereby or otherwise act to eliminate or minimize the effect of such statute or regulation on this Agreement or the transactions contemplated hereby.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Hecla Mining Co/De/), Asset Purchase Agreement (Hecla Mining Co/De/)

State Takeover Statutes. If any state State takeover statute or similar statute Law is or becomes applicable to this Agreement (including Agreement, the Offer, the Merger and or the other transactions contemplated hereby)by this Agreement, each of Parent, Merger Sub, Parent and the Company and their respective Boards of Directors shall (a) take all reasonable action necessary so to ensure that such transactions may be consummated as promptly as practicable on upon the terms contemplated hereby or and subject to the conditions set forth in this Agreement and (b) otherwise act to eliminate or minimize the effect effects of such takeover statute or regulation on this Agreement or the transactions contemplated herebyLaw.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Parallel Petroleum Corp)

State Takeover Statutes. If any state takeover statute Takeover Law is or similar statute becomes may become applicable to the Merger or the other transactions contemplated by this Agreement (including Agreement, the Company and Parent shall each use reasonable best efforts to ensure that the Merger and the other transactions contemplated hereby), each of Parent, Merger Sub, the Company and their respective Boards of Directors shall take all reasonable action necessary so that such transactions hereby may be consummated as promptly as practicable on the terms contemplated hereby or by this Agreement and otherwise act to eliminate or minimize the effect effects of such statute or regulation Takeover Law on this Agreement or Agreement, the Merger and the other transactions contemplated hereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Cellular Biomedicine Group, Inc.)

State Takeover Statutes. If any state takeover statute or similar statute or regulation is or becomes applicable to this Agreement (including Agreement, the Offer, the Merger and or the other transactions contemplated hereby)by this Agreement, each of Parent, Merger Sub, Parent and the Company and their respective Boards of Directors shall take all commercially reasonable action necessary so actions to (a) ensure that such transactions may be consummated as promptly as practicable on upon the terms contemplated hereby or and subject to the conditions set forth in this Agreement and (b) otherwise act to eliminate or minimize the effect effects of such takeover statute or regulation on this Agreement similar statute or the transactions contemplated herebyregulation.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Supervalu Inc)

State Takeover Statutes. If any state State takeover statute or similar statute Law is or becomes applicable to this Agreement (including Agreement, the Merger and or the other transactions contemplated hereby)by this Agreement, each of Parent, Merger Sub, Parent and the Company and their respective Boards of Directors shall (a) take all reasonable action necessary so to ensure that such transactions may be consummated as promptly as practicable on upon the terms contemplated hereby or and subject to the conditions set forth in this Agreement and (b) otherwise act to eliminate or minimize the effect effects of such takeover statute or regulation on this Agreement or the transactions contemplated herebyLaw.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Optelecom-Nkf, Inc.)

State Takeover Statutes. If any state takeover statute or similar statute Law is or becomes applicable to this Agreement (including Agreement, the Offer, the Top-Up Option, the Merger and or the other transactions contemplated hereby)by this Agreement, each of Parent, Merger Sub, Parent and the Company and their respective Boards of Directors shall (a) take all reasonable action necessary so to ensure that such transactions may be consummated as promptly as practicable on upon the terms contemplated hereby or and subject to the conditions set forth in this Agreement and (b) otherwise act to eliminate or minimize the effect effects of such takeover statute or regulation on this Agreement or the transactions contemplated herebyLaw.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Mortons Restaurant Group Inc)

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