Common use of State Takeover Statutes Clause in Contracts

State Takeover Statutes. The Company Board has, to the extent such statutes are applicable, taken all action (including appropriate approvals of the Company Board) necessary to render the provisions of §203 of the DGCL inapplicable to the Merger, this Agreement and the Transactions. To the knowledge of the Company, no other state takeover statute or similar charter or bylaw provisions are applicable to the Merger, this Agreement or the Transactions.

State Takeover Statutes. (a) The Company Board has, to the extent such statutes are applicable, has taken all action (including appropriate approvals of the Company Board) necessary to render the provisions of §all potentially applicable anti-takeover statutes or regulations (including Section 203 of the DGCL DGCL) and any similar provisions in the Company’s certificate of incorporation or bylaws inapplicable to the Merger, this Agreement and the Transactions. To the knowledge of the Company, no other state takeover statute or similar charter or bylaw provisions are applicable to the Merger, transactions contemplated by this Agreement or the TransactionsAgreement.

State Takeover Statutes. The Board of Directors of the Company Board has, to the extent such statutes are applicable, taken all action (including appropriate approvals of the Company Board) necessary so as to render the provisions of §Section 203 of the DGCL inapplicable to the MergerOffer, this Agreement the Merger and the Transactionsconsummation of the transactions contemplated by this Agreement. To the knowledge Knowledge of the Company, as of the date hereof, no other state takeover statute or similar charter or bylaw provisions are applicable to the Offer, the Merger, this Agreement or and the Transactionstransactions contemplated hereby.

State Takeover Statutes. The Board of Directors of the Company Board has, to the extent such statutes are applicable, taken all action (including appropriate approvals of the Company BoardBoard of Directors of the Company) necessary to render the provisions of §Section 203 of the DGCL inapplicable to the Merger, this Agreement Agreement, the Stockholder Agreements and the Transactionstransactions contemplated hereby and thereby. To the knowledge Knowledge of the Company, no other state takeover statute or similar charter or bylaw provisions statutes are applicable to the Merger, this Agreement or Agreement, the TransactionsStockholder Agreements and the transactions contemplated hereby and thereby.

State Takeover Statutes. The Company Board has, to the extent such statutes are applicable, has taken all action (including appropriate approvals of the Company Board) actions necessary to render so that the provisions of §Section 203 of the DGCL inapplicable are not applicable to this Agreement, the MergerVoting Agreement, this Agreement the Merger and the Transactionsother transactions contemplated hereby or thereby. To No other “takeover”, “moratorium”, “fair price”, “control share” or other anti-takeover regulations enacted under state Laws in the knowledge of United States or in the Company, no other state takeover statute Company Charter or similar charter or bylaw provisions Company Bylaws are applicable to this Agreement, the MergerVoting Agreement, this Agreement or the TransactionsMerger and the other transactions contemplated hereby and thereby.

State Takeover Statutes. The Company Board hasboard of directors of the Company, to the extent such statutes are applicable, either directly or through action of a duly authorized committee thereof has taken all necessary action (including appropriate approvals of the Company Board) necessary to render ensure that the provisions of §Section 203 of the DGCL inapplicable do not apply to the MergerParent or Merger Sub in connection with the Stockholders Agreement, this Agreement the Merger and the other Transactions. To the knowledge of the Company, no No other state takeover statute or similar charter statute or bylaw provisions are regulation is applicable to the Merger, this Agreement Merger or the other Transactions.

State Takeover Statutes. The Company Board hasboard of directors of the Company, to the extent such statutes are applicable, either directly or through action of a duly authorized committee thereof has taken all necessary action (including appropriate approvals of the Company Board) necessary to render ensure that the provisions of §Section 203 of the DGCL inapplicable do not apply to the Parent or Merger Sub in connection with the Merger, this Agreement the Closing, and the Transactionsdue performance of any other transactions provided herein. To the knowledge of the Company, no No other state takeover statute or similar charter statute or bylaw provisions are regulation is applicable to the Merger, this Agreement Merger or the other Transactions.

State Takeover Statutes. The Company Board has, to the extent such statutes are applicable, has taken all action (including appropriate approvals of actions such that the Company Board) necessary to render the provisions of §restrictions contained in Section 203 of the DGCL inapplicable applicable to a "business combination" (as defined in Section 203 of the MergerDGCL) shall not apply to this Agreement, this the Bank Merger Agreement, the Voting Agreement and or any of the Contemplated Transactions. To the knowledge of the Company, no No other state takeover statute or similar charter statute or bylaw provisions are applicable regulation applies to this Agreement, the MergerBank Merger Agreement, this the Voting Agreement or any of the Contemplated Transactions.

State Takeover Statutes. The Company Board has, to the extent such statutes are applicable, taken all action (including appropriate approvals of the Company Board) necessary to render the business combination provisions of §Section 203 of the DGCL inapplicable to the Merger, this Agreement and the Transactionstransactions contemplated hereby. To the knowledge Knowledge of the Company, no other state takeover statute or similar charter or bylaw provisions are applicable to the Merger, this Agreement or the Transactionstransactions contemplated hereby.

State Takeover Statutes. The Board of Directors of the Company Board has, to the extent such statutes are applicable, taken all action (including appropriate approvals of the Company Board) necessary so to render the provisions of §Section 203 of the DGCL inapplicable to the MergerOffer, the Merger and the Stockholder Agreements and the consummation of the transactions contemplated by this Agreement and the TransactionsStockholder Agreements. To the knowledge As of the Companydate hereof, no other state takeover statute or similar charter or bylaw provisions are applicable to the Offer, the Merger, this Agreement or Agreement, the TransactionsStockholder Agreements and the transactions contemplated hereby and thereby.

State Takeover Statutes. The Board of Directors of the Company Board has, to the extent such statutes are statute is applicable, taken all action (including appropriate approvals of the Company Board) necessary so to render the provisions of §Section 203 of the DGCL inapplicable to the MergerOffer, the Merger and the Stockholder Agreements and the consummation of the transactions contemplated by this Agreement and the TransactionsStockholder Agreements. To the knowledge of the Company, no No other state takeover statute or similar charter or bylaw provisions are is applicable to the Offer, the Merger, this Agreement or Agreement, the TransactionsStockholder Agreements and the transactions contemplated hereby and thereby.

State Takeover Statutes. The Board of Directors of the ----------------------- Company Board has, to the extent such statutes are statute is applicable, taken all action (including appropriate approvals of the Company Board) necessary so to render the provisions of §Section 203 of the DGCL inapplicable to the Merger and the consummation of the transactions contemplated by this Agreement. No other state takeover statute is applicable to the Merger, this Agreement and the Transactions. To the knowledge of the Company, no other state takeover statute or similar charter or bylaw provisions are applicable to the Merger, this Agreement or the Transactionstransactions contemplated hereby.

State Takeover Statutes. The (i) Assuming the accuracy of the representations in Section 5.7, the Company Board has, to the extent such statutes are applicable, has taken all action (including appropriate approvals of the Company Board) necessary to render the provisions of §Section 203 of the DGCL DGCL, and any similar provisions in the Company Governing Documents or any other Takeover Statute, inapplicable to the Mergerthis Agreement, this Agreement and the Transactions. To the knowledge of the Company, Transactions and (ii) no other state takeover statute or similar charter or bylaw provisions are Takeover Statute is applicable to the Merger, this Agreement or the Transactions, including the Offer and the Merger.

State Takeover Statutes. The Board of Directors of the Company Board has, to the extent such statutes are statute is applicable, taken all action (including appropriate approvals of the Company BoardBoard of Directors of the Company) necessary to render the provisions of §Section 203 of the DGCL inapplicable to the Merger, this Agreement, the Stock Option Agreement, the Adviser Agreement and the Transactionstransactions contemplated hereby and thereby. To the knowledge Knowledge of the Company, no other state takeover statute or similar charter or bylaw provisions are is applicable to the Merger, this Agreement, the Stock Option Agreement, the Adviser Agreement or and the Transactionstransactions contemplated hereby and thereby.