Common use of Takeover Laws and Provisions Clause in Contracts

Takeover Laws and Provisions. It has taken all action reasonably required and permitted by law to be taken by it in order to exempt this Agreement and the Voting Agreements and the transactions contemplated hereby and thereby from, and this Agreement and the Voting Agreements and the transactions contemplated hereby and thereby are exempt from, the requirements of any “moratorium,” “control share,” “fair price,” “affiliate transaction,” “business combination” or other antitakeover laws and regulations of the states of Texas and Delaware, which, to TRBI’s knowledge, are the only such laws to which TRBI is subject (collectively, “Takeover Laws”). It has taken all action reasonably required and permitted by law to be taken by it in order to make this Agreement and the Voting Agreements and the transactions contemplated hereby and thereby comply with, and this Agreement and the Voting Agreements and the transactions contemplated hereby and thereby do comply with, the requirements of any Articles, Sections or provisions of its Constituent Documents concerning “business combination,” “fair price,” “voting requirement,” “constituency requirement” or other related provisions (collectively, “Takeover Provisions”).

Takeover Laws and Provisions. It has taken all action reasonably required and permitted by law to be taken by it in order to exempt this Agreement and the Voting Agreements and the transactions contemplated hereby and thereby from, and this Agreement and the Voting Agreements and the transactions contemplated hereby and thereby are exempt from, the requirements of any “"moratorium,” “" "control share,” “" "fair price,” “" "affiliate transaction,” “" "business combination” " or other antitakeover laws and regulations of the states of Texas and Delaware, which, to TRBI’s knowledge, are the only such laws to which TRBI is subject any state (collectively, “"Takeover Laws”"), including Section 203 of the GCL and Articles 9 and 9A of the BCA. It has taken all action reasonably required and permitted by law to be taken by it in order to make this Agreement and the Voting Agreements and the transactions contemplated hereby and thereby comply with, and this Agreement and the Voting Agreements and the transactions contemplated hereby and thereby do comply with, the requirements of any Articles, Sections or provisions of its Constituent Documents concerning “"business combination,” “" "fair price,” “" "voting requirement,” “" "constituency requirement” " or other related provisions (collectively, “"Takeover Provisions”"). In the case of SouthTrust, the approval of the Merger and this Agreement by the SouthTrust Board exempts this Agreement and the transactions contemplated hereby from Article Eleventh of SouthTrust's Restated Certificate of Incorporation.

Takeover Laws and Provisions. It has Seller and its Subsidiaries have taken all action reasonably required and permitted by law to be taken by it them in order to exempt this Agreement and the Voting Agreements Transaction Documents and the transactions contemplated hereby and thereby from, and this Agreement and the Voting Agreements Transaction Documents and the transactions contemplated hereby and thereby are exempt from, the requirements of any “moratorium,” “control share,” “fair price,” “affiliate transaction,” “anti-greenmail,” “business combination” or other antitakeover laws and regulations Laws of the states of Texas and Delaware, which, to TRBI’s knowledge, are the only such laws to which TRBI is subject any jurisdiction (collectively, “Takeover Laws”). It has Seller and its Subsidiaries have taken all action reasonably required and permitted by law to be taken by it or its Subsidiaries in order to make this Agreement and the Voting Agreements Transaction Documents and the transactions contemplated hereby and thereby comply with, and this Agreement and the Voting Agreements Transaction Documents and the transactions contemplated hereby and thereby do comply with, the requirements of any Articles, Sections or provisions of its Constituent Documents concerning “business combination,” “fair price,” “voting requirement,” “constituency requirement” or other related provisions (collectively, “Takeover Provisions”).

Takeover Laws and Provisions. It has taken all action reasonably required and permitted by law to be taken by it in order to exempt this Agreement and the Voting Agreements and the transactions contemplated hereby and thereby from, and this Agreement and the Voting Agreements and the transactions contemplated hereby and thereby are exempt from, the requirements of any “moratorium,” “control share,” “fair price,” “affiliate transaction,” “business combination” or other antitakeover laws and regulations of the states of Texas and Delaware, which, to TRBI’s knowledge, are the only such laws to which TRBI is subject any state (collectively, “”Takeover Laws”). It has taken all action reasonably required and permitted by law to be taken by it in order to make this Agreement and the Voting Agreements and the transactions contemplated hereby and thereby comply with, and this Agreement and the Voting Agreements and the transactions contemplated hereby and thereby do comply with, the requirements of any Articles, Sections or provisions of its Constituent Documents concerning “business combination,” “fair price,” “voting requirement,” “constituency requirement” or other related provisions (collectively, “”Takeover Provisions”).

Takeover Laws and Provisions. It has taken all action reasonably required and permitted by law to be taken by it in order to exempt this Agreement and the Voting Agreements and the transactions contemplated hereby and thereby from, and this Agreement and the Voting Agreements and the transactions contemplated hereby and thereby are exempt from, the requirements of any “"moratorium,” “" "control share,” “" "fair price,” “" "affiliate transaction,” “" "business combination” " or other antitakeover laws and regulations of the states of Texas and Delaware, which, to TRBI’s knowledge, are the only such laws to which TRBI is subject any state (collectively, “"Takeover Laws”"). It has taken all action reasonably required and permitted by law to be taken by it in order to make this Agreement and the Voting Agreements and the transactions contemplated hereby and thereby comply with, and this Agreement and the Voting Agreements and the transactions contemplated hereby and thereby do comply with, the requirements of any Articles, Sections or provisions of its Constituent Documents concerning “"business combination,” “" "fair price,” “" "voting requirement,” “" "constituency requirement” " or other related provisions (collectively, “"Takeover Provisions”").

Takeover Laws and Provisions. It has taken all action reasonably required and permitted by law to be taken by it in order to exempt this Agreement and the Voting Agreements and the transactions contemplated hereby and thereby from, and this Agreement and the Voting Agreements and the transactions contemplated hereby and thereby are exempt from, the requirements of any “"moratorium,” “", "control share,” “", "fair price,” “", "affiliate transaction,” “", "business combination” " or other antitakeover laws and regulations of the states of Texas and Delaware, which, to TRBI’s knowledge, are the only such laws to which TRBI is subject any state (collectively, “"Takeover Laws”"), other than Section 203 of the DGCL. The action of its Board of Directors in approving this Agreement (and the transactions provided for herein) is sufficient to render inapplicable to this Agreement (and the transactions provided for herein) the restrictions on "business combinations" (as defined in Section 203 of the DGCL) as set forth in Section 203 of the DGCL. It has taken all action reasonably required and permitted by law to be taken by it in order to make this Agreement and the Voting Agreements and the transactions contemplated hereby and thereby comply with, and this Agreement and the Voting Agreements and the transactions contemplated hereby and thereby do comply with, the requirements of any Articles, Sections or provisions of its Constituent Documents concerning “"business combination,” “", "fair price,” “", "voting requirement,” “", "constituency requirement” " or other related provisions (collectively, “"Takeover Provisions”").