Common use of Takeover Laws Clause in Contracts

Takeover Laws. If any Takeover Law may become, or may purport to be, applicable to the Transactions, each of Parent and the Company and the members of their respective Boards of Directors shall use their respective reasonable best efforts to grant such approvals and take such actions as are necessary so that the Transactions may be consummated as promptly as practicable on the terms and conditions contemplated hereby and otherwise act to lawfully eliminate the effect of any Takeover Law on any of the Transactions.

Appears in 17 contracts

Samples: Agreement and Plan of Merger (Immunomedics Inc), Agreement and Plan of Merger (Computer Task Group Inc), Agreement and Plan of Merger (Gilead Sciences, Inc.)

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Takeover Laws. If any Takeover Law may become, or may purport to be, applicable to the Transactions, each of Parent and the Company and the members of their respective Boards of Directors shall use their respective reasonable best efforts to grant such approvals and take such actions as are necessary so that the Transactions transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms and conditions contemplated hereby and otherwise act to lawfully eliminate the effect of any Takeover Law on any of the Transactions.

Appears in 6 contracts

Samples: Agreement and Plan of Merger (Horizon Pharma PLC), Agreement and Plan of Merger (Sequenom Inc), Agreement and Plan of Merger (Hyperion Therapeutics Inc)

Takeover Laws. If any Takeover Law may become, or may purport to be, applicable to the Offer, the Merger or any of the other Transactions, each of Parent and the Company and the members of their respective Boards boards of Directors directors shall use their respective reasonable best efforts to grant such approvals and take such actions as are necessary so that the Offer, the Merger and the other Transactions may be consummated as promptly as practicable on the terms and conditions contemplated hereby and otherwise act to lawfully eliminate the effect of any Takeover Law on any of the Offer, the Merger or the other Transactions.

Appears in 6 contracts

Samples: Agreement and Plan of Merger (Adamas Pharmaceuticals Inc), Agreement and Plan of Merger (Flexion Therapeutics Inc), Agreement and Plan of Merger (Supernus Pharmaceuticals, Inc.)

Takeover Laws. If any Takeover Law may become, or may purport to be, applicable to the Transactions, each of Parent Parent, Merger Sub and the Company and the members of their respective Boards boards of Directors directors shall use their respective reasonable best efforts to grant such approvals and take such actions as are necessary so that the Transactions may be consummated as promptly as practicable on the terms and conditions contemplated hereby and otherwise act to lawfully eliminate the effect of any Takeover Law on any of the Transactions.

Appears in 5 contracts

Samples: Agreement and Plan of Merger (Harmony Biosciences Holdings, Inc.), Agreement and Plan of Merger (Harmony Biosciences Holdings, Inc.), Agreement and Plan of Merger (Zynerba Pharmaceuticals, Inc.)

Takeover Laws. If any Takeover Law may become, or may purport to be, applicable to the Transactions, each of Parent and the Company and the members of their respective Boards boards of Directors directors shall use their respective reasonable best efforts to grant such approvals and take such actions as are necessary so that the Transactions may be consummated as promptly as practicable on the terms and conditions contemplated hereby and otherwise act to lawfully eliminate the effect of any Takeover Law on any of the Transactions.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (AlerisLife Inc.), Agreement and Plan of Merger (Akcea Therapeutics, Inc.), Agreement and Plan of Merger (IVERIC Bio, Inc.)

Takeover Laws. If any Takeover Law may become, or may purport to be, applicable to the Transactionstransactions contemplated by this Agreement (including the Merger), each of Parent and the Company Parties and the members of their respective Boards boards of Directors directors shall use their respective reasonable best efforts to grant such approvals and take such actions as are necessary so that the Transactions transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms and conditions contemplated hereby and otherwise act to lawfully eliminate the effect of any Takeover Law on any of the Transactionstransactions contemplated by this Agreement.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Mikros Systems Corp), Agreement and Plan of Merger (Esterline Technologies Corp), Agreement and Plan of Merger (TransDigm Group INC)

Takeover Laws. If any Takeover Law may become, is or may purport to be, become applicable to the Transactions, each of Parent the MLP Entities and the Company and the members of their respective Boards boards of Directors shall use directors or managers and/or the Parent Entities and their respective reasonable best efforts to boards of directors or managers, as applicable, will grant such approvals and take such actions as are necessary so that the Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and conditions contemplated hereby and the Parties will otherwise act to lawfully eliminate or minimize the effect effects of any such Takeover Law on any of the TransactionsMerger.

Appears in 3 contracts

Samples: Purchase Agreement and Plan of Merger (Arc Logistics Partners LP), Agreement and Plan of Merger (PetroLogistics LP), Agreement and Plan of Merger And

Takeover Laws. If any Takeover Law may become, or may purport to be, applicable to the Transactionstransactions contemplated in this Agreement, each of Parent and the Company and the members of their respective Boards of Directors shall use their respective reasonable best efforts to will grant such approvals and take such actions as are necessary so that the Transactions transactions contemplated by this Agreement may be consummated as promptly as practicable practicable, and in any event prior to the Termination Date, on the terms and conditions contemplated hereby and thereby and otherwise act to lawfully eliminate the effect of any Takeover Law on any of the Transactionstransactions contemplated by this Agreement.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Safenet Inc), Agreement and Plan of Reorganization (Rainbow Technologies Inc)

Takeover Laws. If any Takeover Law may become, or may purport to be, applicable to the Transactions, each of Parent Parent, Purchaser and the Company and the members of their respective Boards boards of Directors directors shall use their respective reasonable best efforts to grant such approvals and take such actions as are necessary so that the Transactions may be consummated as promptly as practicable on the terms and conditions contemplated hereby and otherwise act to lawfully eliminate the effect of any Takeover Law on any of the Transactions.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Checkmate Pharmaceuticals, Inc.), Agreement and Plan of Merger (Decibel Therapeutics, Inc.)

Takeover Laws. If any Takeover Law may become, or may purport to be, applicable to the TransactionsTransactions or the transactions contemplated by the CVR Agreement, each of Parent and the Company and the members of their respective Boards boards of Directors directors shall use their respective reasonable best efforts to grant such approvals and take such actions as are necessary so that the Transactions may be consummated as promptly as practicable on the terms and conditions contemplated hereby and otherwise act to lawfully eliminate the effect of any Takeover Law on any of the Transactions.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Mirati Therapeutics, Inc.), Agreement and Plan of Merger (Mirati Therapeutics, Inc.)

Takeover Laws. If any Takeover Law may become, or may purport to be, applicable to the Transactions, each of Parent and the Company and the members of their respective Boards board of Directors directors shall use their respective reasonable best efforts to grant such approvals and take such actions as are necessary so that the Transactions may be consummated as promptly as practicable on the terms and conditions contemplated hereby and otherwise act to lawfully eliminate the effect of any Takeover Law on any of the Transactions.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Celgene Corp /De/), Agreement and Plan of Merger (Juno Therapeutics, Inc.)

Takeover Laws. If any Takeover Law may become, is or may purport to be, become applicable to the Transactions, each of the Company, Parent and the Company Merger Sub and the members of their respective Boards boards of Directors directors shall use their respective reasonable best efforts to grant such approvals and take all such actions as are necessary so that the Transactions may be consummated as promptly as practicable on the terms and conditions contemplated hereby by this Agreement and otherwise act to lawfully eliminate or minimize the effect effects of any Takeover Law such statute or regulation on any of the Transactions.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Harris Corp /De/), Agreement and Plan of Merger (Exelis Inc.)

Takeover Laws. If any Takeover Law may become, or may purport to be, shall become applicable to any of the Transactionstransactions contemplated hereby, each including the Merger of Parent and the Offer, the Company and the members of their respective Boards the Company’s board of Directors directors shall use their respective reasonable best efforts to grant such approvals and take such actions as are reasonably necessary so that to eliminate or minimize the Transactions may be consummated as promptly as practicable effects of such Takeover Laws on the terms and conditions transactions contemplated hereby and otherwise act to lawfully eliminate the effect of any Takeover Law on any of the Transactionshereby.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Mr. Cooper Group Inc.), Agreement and Plan of Merger (Home Point Capital Inc.)

Takeover Laws. If any Takeover Law may become, or may purport to be, applicable to the Offer, the Merger or any of the other Transactions, each of Parent and the Company and the members of their respective Boards boards of Directors directors shall use their respective reasonable best efforts to grant such approvals and take such actions as are necessary so that the Offer, the Merger and the other Transactions contemplated hereby may be consummated as promptly as practicable on the terms and conditions contemplated hereby and otherwise act to lawfully eliminate minimize the effect of any Takeover Law on any of the Offer, the Merger or the other Transactions.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Collegium Pharmaceutical, Inc), Agreement and Plan of Merger (Biodelivery Sciences International Inc)

Takeover Laws. If any Takeover Law may become, or may purport to be, applicable to the Transactions, each of Parent Parent, Purchaser and the Company and the members of their respective Boards boards of Directors directors shall use their respective reasonable best efforts to grant such approvals and take such actions as are necessary so that the Transactions transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms and conditions contemplated hereby and otherwise act to lawfully eliminate the effect of any Takeover Law on any of the Transactions.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Pfizer Inc)

Takeover Laws. If any Takeover Law may become, or may purport to be, shall become applicable to the Transactionstransactions contemplated by this Agreement, each of Company and Parent and the Company and the members of their respective Boards boards of Directors directors shall use their respective reasonable best efforts to grant such approvals and take such actions as are reasonably necessary so that the Transactions transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms and conditions contemplated hereby by this Agreement and otherwise act to lawfully eliminate or minimize the effect effects of any Takeover Law such statute or regulation on any of the Transactionstransactions contemplated by this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Seadrill LTD)

Takeover Laws. If any Takeover Law may become, is or may purport to be, become applicable to the Transactions, each of Parent and the Company and Parent, including the members Company Board and the board of their respective Boards directors of Directors shall use their respective reasonable best efforts to Parent, will grant such approvals and take such actions as are necessary so that the Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and conditions contemplated hereby and the Parties will otherwise act to lawfully eliminate or minimize the effect effects of any such Takeover Law on any of the TransactionsMerger.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Fusion Connect, Inc.)

Takeover Laws. If any Takeover Law may become, or may purport to be, applicable to the Transactions, each of Parent and the Company and the members of their respective Boards Board of Directors shall use their respective reasonable best efforts to grant such approvals and take such actions as are necessary so that the Transactions may be consummated as promptly as practicable on the terms and conditions contemplated hereby and otherwise act to lawfully eliminate the effect of any Takeover Law on any of the Transactions.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Intercept Pharmaceuticals, Inc.)

Takeover Laws. If any Takeover Law may become, or may purport to be, applicable to the Transactions, each of Parent and the Company and the members of their respective Boards boards of Directors directors shall use their respective commercially reasonable best efforts to grant such approvals and take such actions as are reasonably necessary so that the Transactions may be consummated as promptly as practicable on the terms and conditions contemplated hereby and otherwise act to lawfully eliminate the effect of any Takeover Law on any of the Transactions.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Alcon Inc)

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Takeover Laws. If any Takeover Law may become, is or may purport to be, become applicable to the Transactions, each of Parent the Partnership Entities and the Company and the members of their respective Boards boards of Directors shall use directors or managers and/or the Parent Entities and their respective reasonable best efforts to boards of directors or managers, as applicable, will grant such approvals and take such actions as are necessary so that the Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and conditions contemplated hereby and the Parties will otherwise act to lawfully eliminate or minimize the effect effects of any such Takeover Law on any of the TransactionsMergers.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Purchase Agreement (8point3 Energy Partners LP)

Takeover Laws. If any Takeover Law may become, or may purport to be, applicable to the Transactions, each of Parent and the Company and the members of their respective Boards boards of Directors directors (or respective committees thereof) shall use their respective reasonable best efforts to grant such approvals and take such actions as are necessary so that the Transactions may be consummated as promptly as practicable on the terms and conditions contemplated hereby and otherwise act to lawfully eliminate the effect of any Takeover Law on any of the Transactions.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Channeladvisor Corp)

Takeover Laws. If any Takeover Law may become, becomes or may purport is deemed to be, become applicable to Parent, the Company, the Merger or any of the Transactions, then each of Parent and Parent, the board of directors (or similar governing body) of Parent, the Company and the members of their respective Boards Company Board of Directors shall use their its respective reasonable best efforts to grant (a) render such approvals Takeover Law (or the relevant provisions thereof) inapplicable to the foregoing and (b) take all such actions as are reasonably necessary so that to eliminate and, if not possible, minimize the Transactions may be consummated as promptly as practicable on the terms and conditions contemplated hereby and otherwise act to lawfully eliminate the effect effects of any such Takeover Law on any of the TransactionsMerger.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Central European Media Enterprises LTD)

Takeover Laws. If any Takeover Law may become, or may purport to be, becomes applicable to the Transactions, each of Parent and the Company and the members of their respective Boards board of Directors directors shall use their respective reasonable best efforts to grant such approvals and take such actions as are reasonably necessary so that the Transactions may be consummated as promptly as practicable on the terms and conditions contemplated hereby and otherwise act to lawfully eliminate or minimize the effect of any Takeover Law on any of the Transactions.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Gaming Partners International CORP)

Takeover Laws. If any Takeover Law may become, or may purport to be, applicable to the Transactionstransactions contemplated by this Agreement (including the Offer and the Merger), each of Parent and the Company Parties and the members of their respective Boards of Directors shall use their respective reasonable best efforts to grant such approvals and take such actions as are necessary so that the Transactions transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms and conditions contemplated hereby and otherwise act to lawfully eliminate the effect of any Takeover Law on any of the Transactionstransactions contemplated by this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (RPX Corp)

Takeover Laws. If any Takeover Law is or may become, or is or may purport to be, applicable to the Transactions, each of Parent and the Company Parties and the members of their respective Boards boards of Directors directors shall use their respective reasonable best efforts to grant such approvals and take such actions (or refrain from taking such actions) as are necessary so that the Transactions may be consummated as promptly as practicable on the terms and conditions contemplated hereby by this Agreement and otherwise act to lawfully eliminate the effect of any Takeover Law on any of the Transactions.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Smart & Final Stores, Inc.)

Takeover Laws. If Unless there has been a Company Adverse Change Recommendation, if any Takeover Law may become, or may purport to be, applicable to the Transactions, each of Parent and the Company and the members of their respective Boards of Directors shall use their respective reasonable best efforts to grant such approvals and take such actions as are necessary so that the Transactions may be consummated as promptly as practicable on the terms and conditions contemplated hereby and otherwise act to lawfully eliminate the effect of any Takeover Law on any of the Transactions.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Albireo Pharma, Inc.)

Takeover Laws. If any Takeover Law may become, or may purport to be, applicable to the Transactions, each of Parent and the Company and the members of their respective Boards of Directors shall use their respective reasonable best efforts to grant such approvals and take such actions as are reasonably necessary so that the Transactions may be consummated as promptly as practicable on the terms and conditions contemplated hereby and otherwise act to lawfully eliminate the effect of any Takeover Law on any of the Transactions.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Bsquare Corp /Wa)

Takeover Laws. If any Takeover Law may become, or may purport to be, applicable to the Transactions, each of Parent Parent, Purchaser and the Company and the members Parent Management Board, the Parent Supervisory Board, and each of their Purchaser’s and the Company’s respective Boards boards of Directors directors shall use their respective reasonable best efforts to grant such approvals and take such actions as are necessary so that the Transactions may be consummated as promptly as practicable on the terms and conditions contemplated hereby and otherwise act to lawfully eliminate the effect of any Takeover Law on any of the Transactions.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Constellation Pharmaceuticals Inc)

Takeover Laws. If any Takeover Law may become, or may purport to be, applicable to the Transactions, each of Parent and the The Company and the members of their respective Boards of Directors Parent shall each use their respective its reasonable best efforts to grant (i) take all action necessary to ensure that no Takeover Law is or becomes applicable to any of the Transactions and refrain from taking any actions that would cause the applicability of such approvals Laws and (ii) if the restrictions of any Takeover Law become applicable to any of the Transactions, take such actions as are all action necessary so to ensure that the Transactions may be consummated as promptly as practicable on the terms and conditions contemplated hereby by this Agreement and otherwise act to lawfully eliminate or minimize the effect of any such Takeover Law on any of the Transactions.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Outerwall Inc)

Takeover Laws. If any Takeover Law may become, or may purport to be, or does become applicable to the Transactions, each of Parent Parent, Merger Sub, and the Company and the members of their respective Boards boards of Directors directors shall use their respective reasonable best efforts to grant such approvals and take such actions as are necessary so that the Transactions may be consummated as promptly as practicable on the terms and conditions contemplated hereby and otherwise act to lawfully eliminate or minimize the effect of any Takeover Law on any of the Transactions.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Landos Biopharma, Inc.)

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