Takeover Laws; Rights Plans. (a) The Company has taken all action required to be taken by it in order to exempt this Agreement and the transactions contemplated hereby from, and this Agreement and the transactions contemplated hereby are exempt from, the requirements of any "moratorium," "control share," "fair price" or other anti-takeover laws and regulations (collectively, "Takeover Laws") of the State of Connecticut, including Sections 33-841 and 33-844 of the CBCA.
Takeover Laws; Rights Plans. (i) It has taken all action required to be taken by it in order to exempt this Agreement and the Stock Option Agreement and the transactions contemplated hereby and thereby from, and this Agreement and the Stock Option Agreement and the transactions contemplated hereby and thereby are exempt from, the requirements of any "moratorium", "control share", "fair price" or other anti-takeover laws and regulations (collectively, "Takeover Laws") of (i) the State of Connecticut in the case of the representations and warranties of the Company, including Sections 33-841 and 33-844 of the CBCA, and (ii) the State of Virginia in the case of the representations and warranties of Dana, xxxxuding Sections 13.1-725, 13.1-726 and 13.1-728 of the Virginia Stock Corporation Act.
Takeover Laws; Rights Plans. (1) It has taken all action required to be taken by it in order to opt out or exempt this Plan and the relevant Stock Option Agreement, and the transactions contemplated hereby and thereby, from, and this Plan and the relevant Stock Option Agreement and the transactions contemplated hereby and thereby are exempt from, the requirements of any "business combination," "moratorium," "disgorgement," "control share," or other applicable antitakeover laws and regulations (collectively, "Takeover Laws") of the Commonwealth of Pennsylvania, including Chapter 25 of the BCL. In the case of the representations and warranties of Meridian, the Plan has been approved by greater than 66-2/3% of the members of the Meridian Board of Directors, and the provisions of Articles Eleventh and Sixteenth of Meridian's Articles of Incorporation requiring a supermajority vote do not and will not apply to this Plan or the Meridian Stock Option Agreement, the Merger or the transactions contemplated hereby or thereby.
Takeover Laws; Rights Plans. The Company has taken all action required to be taken by it in order to exempt this Agreement and the transactions contemplated hereby from, and this Agreement and the transactions contemplated hereby are exempt from, the requirements of any "moratorium," "control share," "fair price" or other anti-takeover laws and regulations (collectively, "Takeover Laws") of the State of Maine, including Sections 910 and 611-A of the MBCA. The Company is not a party to a shareholders' rights plan or other similar anti-takeover agreement or arrangement.
Takeover Laws; Rights Plans. (i) It has taken all action required to be taken by it in order to exempt this Agreement and the Stock Option Agreements and the transactions contemplated hereby and thereby from, and this Agreement and the Stock Option Agreements and the transactions contemplated hereby and thereby are exempt from, the requirements of any "moratorium," "control share," "fair price" or other takeover defense laws and regulations (collectively, "Takeover Laws") of the State of Maryland, including Sections 3-601 to 3-603 of the MGCL. It has taken all action required to waive any excess share or similar ownership limitations in its charter with regard to the other party for the transactions contemplated by this Agreement and the Stock Option Agreement.
Takeover Laws; Rights Plans. (1) It has taken all action required to be taken by it in order to exempt this Plan, the relevant Stock Option Agreement and the Voting and Support Agreement, and the transactions contemplated hereby and thereby, from, and this Plan, the Voting and Support Agreement and the relevant Stock Option Agreement and the transactions contemplated hereby and thereby are exempt from, the requirements of any "moratorium", "control share", "fair price" or other anti-takeover laws and regulations (collectively, "Takeover Laws") of the States (i) of North Carolina in the case of the representations and warranties of FUNC, including Articles 9 and 9A of the NCBCA, and (ii) of New Jersey in the case of the representations and warranties of FFB, including Article 14A:10A of the NJBCA.
Takeover Laws; Rights Plans. (a) If any Takeover Law may become, or may purport to be, applicable to the transactions contemplated in this Agreement, each of Parent and the Company and the members of their respective Boards of Directors, to the extent permissible under applicable Legal Requirements, will grant such approvals and take such actions as are necessary so that the transactions contemplated by this Agreement may be consummated as promptly as practicable, and in any event prior to the Termination Date, on the terms and conditions contemplated hereby and otherwise, to the extent permissible under applicable Legal Requirements, act to eliminate the effect of any Takeover Law on any of the transactions contemplated by this Agreement.
Takeover Laws; Rights Plans. (i) It has taken all action required to be taken by it in order to exempt this Agreement and the Stock Option Agreements and the transactions contemplated hereby and thereby from, and this Agreement and the Stock Option Agreements and the transactions contemplated hereby and thereby are exempt from, the requirements of any "moratorium," "control share," "fair price" or other anti-takeover laws and regulations (collectively, "Takeover Laws") of the State of California.
Takeover Laws; Rights Plans. (a) In the case of the Company, it has taken all action required to be taken by it in order to opt out or exempt this Agreement and the Stock Option Agreement, and the transactions contemplated hereby and thereby, from, and this Agreement and the Stock Option Agreement and the transactions contemplated hereby and thereby are exempt from, the requirements of any "business combination," "moratorium," "disgorgement," "control share," or other applicable antitakeover laws and regulations (collectively, "Takeover Laws") of the Commonwealth of Pennsylvania, including Chapter 25 of the PBCL. (b) In the case of the Company, it has duly entered into an amendment to the Company Rights Agreement in form and substance satisfactory to Acquiror and the Company, and taken all other action necessary or appropriate, so that the entering into of this Agreement and the Stock Option Agreement and the completion of the transactions contemplated hereby and thereby (including without limitation the Merger and the exercise of the option (as defined in the Stock Option Agreement)) do not and will not result in the ability of any Person to exercise any rights under the Company Rights Agreement, or enable or require the Company Rights to separate from the shares of common stock to which they are attached or to be triggered or become exercisable. (c) In the case of the Company, no "Distribution Date," "Stock Acquisition Date," "Section 11(a)(ii) Trigger Date," or "Triggering Event" (as such terms are defined in the Company Rights Agreement) has occurred. (d) In the case of the Acquiror, Acquiror has not entered into any agreement of similar effect as the Company Rights Agreement. 2.25.
Takeover Laws; Rights Plans. (a) In the case of the Company, it has taken all action required to be taken by it in order to opt out or exempt this Agreement and the Stock Option Agreement, and the transactions contemplated hereby and thereby, from, and this Agreement and the Stock Option Agreement and the transactions contemplated hereby and thereby are exempt from, the requirements of any "business combination," "moratorium," "disgorgement," "control share," or other applicable antitakeover laws and regulations (collectively, "Takeover Laws") of the Commonwealth of Pennsylvania, including Chapter 25 of the PBCL.
