Takeover Laws and Provisions. The adoption and approval by the board of directors of the Company of this Agreement, the Merger and the other Transactions represent all the action necessary by the Company to render inapplicable to this Agreement, the Merger and the other Transactions, the provisions of any potentially applicable takeover laws of any state, including any “moratorium,” “control share,” “fair price,” “takeover” or “interested shareholder” law (any such laws, “Takeover Statutes”), and any potentially applicable provision of the Company Articles of Incorporation and the Company Bylaws. No “fair price” Law or similar provision of the Company Articles of Incorporation or Company Bylaws is applicable to this Agreement and the Transactions.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (SOUTH STATE Corp), Agreement and Plan of Merger (Park Sterling Corp)
Takeover Laws and Provisions. The adoption and approval by the board of directors of the Company of this Agreement, the Merger and the other Transactions transactions contemplated hereby represent all the action necessary by the Company to render inapplicable to this Agreement, the Merger and the other Transactionstransactions contemplated hereby, the provisions of any potentially applicable provisions of any takeover laws of any state, including any “moratorium,” “control share,” “fair price,” “takeover” or “interested shareholder” law (any such laws, “Takeover Statutes”), and any potentially applicable provision of the Company Articles of Incorporation and the Company Bylaws. No “fair price” Law or similar provision of the Company Articles of Incorporation or Company Bylaws is applicable to this Agreement and the Transactionstransactions contemplated hereby.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (S&t Bancorp Inc), Agreement and Plan of Merger (DNB Financial Corp /Pa/)
Takeover Laws and Provisions. The adoption and approval by the board of directors of the Company of this Agreement, the Merger and the other Transactions transactions contemplated hereby represent all the action necessary by the Company to render inapplicable to this Agreement, the Merger and the other Transactionstransactions contemplated hereby, the provisions of any potentially applicable takeover laws of any state, including any “moratorium,” “control share,” “fair price,” “takeover” or “interested shareholder” law (any such laws, “Takeover Statutes”), and any potentially applicable provision of the Company Articles of Incorporation and the Company Bylaws. No “fair price” Law or similar provision of the Company Articles of Incorporation or Company Bylaws is applicable to this Agreement and the Transactionstransactions contemplated hereby.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Southeastern Bank Financial CORP)
Takeover Laws and Provisions. The adoption and approval by the board of directors of the Company of this Agreement, the Merger and the other Transactions transactions contemplated in this Agreement represent all the action necessary by the Company to render inapplicable to this Agreement, the Merger and the other Transactions, transactions contemplated in this Agreement the provisions of any potentially applicable takeover laws of any stateanti-takeover, including any “moratorium,” “control share,” “, fair price,” “takeover” , moratorium, interested shareholder or “interested shareholder” law (any such laws, “Takeover Statutes”), similar Law and any potentially applicable provision of the Company Articles Certificate of Incorporation and the Company BylawsBylaws (including, for the avoidance of doubt, Section 203 of the DGCL and Articles XII and XIII of the Company Certificate of Incorporation) (collectively, the “Takeover Provisions”). No “fair price” Law or similar provision of the Company Articles Certificate of Incorporation or similar Company Bylaws provision is applicable to this Agreement and the Transactionstransactions contemplated hereby.
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