Common use of Takeover Laws Clause in Contracts

Takeover Laws. If any Takeover Law is or becomes applicable to this Agreement, the Merger or any of the other transactions contemplated hereby, each of the Company and Parent and their respective Boards of Directors shall take all actions necessary to ensure that the Merger and the other transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to eliminate or minimize the effect of such Takeover Law on this Agreement, the Merger and the other transactions contemplated hereby.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (MKS Instruments Inc), Agreement and Plan of Merger (Continental Building Products, Inc.), Agreement and Plan of Merger (Newport Corp)

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Takeover Laws. If any Takeover takeover Law is or becomes applicable to this Agreement, the Merger or any of the other transactions contemplated herebyby this Agreement, each of the Company and Parent parties and their respective Boards boards of Directors directors shall (a) take all actions necessary action to ensure that the Merger and the other such transactions contemplated hereby may be consummated as promptly as reasonably practicable on upon the terms contemplated by and subject to the conditions set forth in this Agreement and (b) otherwise act to eliminate or minimize the effect effects of such Takeover Law on this Agreement, the Merger and the other transactions contemplated herebytakeover Law.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Silicon Storage Technology Inc), Agreement and Plan of Merger (Silicon Storage Technology Inc), Agreement and Plan of Merger (Microchip Technology Inc)

Takeover Laws. If any Takeover Law is or becomes applicable to this Agreement, the Merger or any of the other transactions contemplated hereby, each of the Company and Parent and their respective Boards of Directors shall take such commercially reasonable actions as may be necessary to render such Law inapplicable to all actions necessary of the foregoing or to ensure that the Merger and the other transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to eliminate or minimize the effect of such Takeover Law on this Agreement, the Merger and the other transactions contemplated hereby.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Pinnacle Entertainment Inc.), Agreement and Plan of Merger (PNK Entertainment, Inc.), Agreement and Plan of Merger (Ameristar Casinos Inc)

Takeover Laws. If any Takeover Law is or becomes applicable to this Agreement, the Merger or any of the other transactions contemplated hereby, each of the Company and Parent and their respective Boards boards of Directors directors shall use its reasonable best efforts to take all actions action necessary to ensure that the Merger and the other transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to eliminate or minimize the effect of such Takeover Law on this Agreement, the Merger and the other transactions contemplated hereby.

Appears in 2 contracts

Samples: Trust Agreement (Hilton Grand Vacations Inc.), Trust Agreement (Bluegreen Vacations Holding Corp)

Takeover Laws. If any Takeover Law is or becomes applicable to this Agreement, the Merger or any of the other transactions contemplated hereby, each of the Company and Parent and their respective Boards Board of Directors shall take all actions action necessary to ensure that the Merger and the other transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to eliminate or minimize the effect of such Takeover Law on this Agreement, the Merger and the other transactions contemplated hereby.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Forterra, Inc.), Agreement and Plan of Merger (Foundation Building Materials, Inc.)

Takeover Laws. If any Takeover Law is or becomes applicable to this Agreement, the Merger or any of the other transactions contemplated hereby, each of the Company and Parent and their respective Boards of Directors the Company Board shall take all actions action necessary to ensure that the Merger and the other transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to eliminate or minimize the effect of such Takeover Law on this Agreement, the Merger and the other transactions contemplated hereby.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Spectrum Pharmaceuticals Inc), Agreement and Plan of Merger (Infrastructure & Energy Alternatives, Inc.)

Takeover Laws. If any Takeover Law is or becomes applicable to this Agreement, the Merger Mergers or any of the other transactions contemplated hereby, each of the Company and Parent and their respective Boards boards of Directors directors shall take such commercially reasonable actions as may be necessary to render such Law inapplicable to all actions necessary of the foregoing or to ensure that the Merger Mergers and the other transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to eliminate or minimize the effect of such Takeover Law on this Agreement, the Merger Mergers and the other transactions contemplated hereby.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Eldorado Resorts, Inc.), Agreement and Plan of Merger (Isle of Capri Casinos Inc)

Takeover Laws. If any Takeover Law is or becomes may become applicable to this Agreementthe Offer, the Merger or any of the other transactions contemplated herebyby this Agreement or the Support Agreements, each of the Company Company, Parent and Parent Merger Sub and their respective Boards boards of Directors directors shall grant all such approvals and take all such actions as are reasonably necessary to ensure or appropriate so that the Merger and the other such transactions contemplated hereby may be consummated as promptly as practicable hereafter on the terms contemplated by this Agreement hereby, and otherwise act reasonably to eliminate or minimize the effect effects of such Takeover Law on this Agreement, the Merger and the other transactions contemplated herebysuch transactions.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Telecommunication Systems Inc /Fa/), Agreement and Plan of Merger (Comtech Telecommunications Corp /De/)

Takeover Laws. If any Takeover Law is or becomes shall become applicable to this Agreementthe Offer, the Merger or any of the other transactions contemplated hereby, each of the Company and Parent and the members of their respective Boards boards of Directors directors shall grant such approvals and take all such actions as are reasonably necessary to ensure so that the Merger and the other transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated by this Agreement hereby and otherwise act reasonably to eliminate or minimize the effect effects of such Takeover Law on this Agreementthe Offer, the Merger and the other transactions contemplated hereby.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Merrimac Industries Inc), Agreement and Plan of Merger (Crane Co /De/)

Takeover Laws. If any Takeover Law takeover statute is or becomes may become applicable to this Agreement, the Merger Merger, or any of the other transactions contemplated herebyby this Agreement, each of the Company and Parent and their respective Boards its board of Directors directors shall use reasonable best efforts to take all such actions as are necessary to ensure so that the Merger Merger, and the other transactions contemplated hereby by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to eliminate or minimize the effect of such Takeover Law on this Agreement, the Merger and the other transactions contemplated herebyby this Agreement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (RSC Holdings Inc.), Agreement and Plan of Merger (United Rentals Inc /De)

Takeover Laws. If any Takeover Law is or becomes applicable to this Agreement, the Offer, the Merger or any of the other transactions contemplated hereby, each of the Company Company, Omron and Parent and their respective Boards Board of Directors shall take all actions necessary use their respective reasonable best efforts to ensure that the Offer, the Merger and the other transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to eliminate or minimize the effect of such Takeover Law on with respect to this Agreement, the Offer, the Merger and the other transactions contemplated hereby.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Adept Technology Inc), Agreement and Plan of Merger (Omron Corp /Fi)

Takeover Laws. If any Takeover Law is or becomes shall become applicable to this Agreement, the Merger Merger, or any of the other transactions contemplated herebyTransactions, each of the Company and Parent and their respective Boards its board of Directors directors shall take all such actions as are necessary to ensure so that the Merger and the other transactions contemplated hereby Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement terms, and otherwise take such actions as are necessary to eliminate or minimize the effect effects of any such Takeover Law on this Agreement, the Merger and the other transactions contemplated herebyTransactions.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Proficient Auto Logistics, Inc), Agreement and Plan of Merger (Proficient Auto Logistics, Inc)

Takeover Laws. If any Takeover Law is or becomes may become applicable to this Agreement, the Merger or any of the other transactions contemplated herebyby this Agreement, each of the Company Company, Parent and Parent Merger Sub and their respective Boards boards of Directors directors shall grant all such approvals and take all such actions as are reasonably necessary to ensure or appropriate so that the Merger and the other such transactions contemplated hereby may be consummated as promptly as practicable hereafter on the terms contemplated by this Agreement hereby, and otherwise act reasonably to eliminate or minimize the effect effects of such Takeover Law on this Agreement, the Merger and the other transactions contemplated herebysuch transactions.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (B. Riley Financial, Inc.), Agreement and Plan of Merger (Magicjack Vocaltec LTD)

Takeover Laws. If any Takeover Law is or becomes applicable to this Agreement, the Voting and Support Agreement, the Merger or any of the other transactions contemplated herebyhereby or thereby, each of the Company and Parent and their respective Boards of Directors shall take all actions action necessary to ensure that the Merger and the other transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to eliminate or minimize the effect of such Takeover Law on this Agreement, the Merger and the other transactions contemplated hereby.

Appears in 2 contracts

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

Takeover Laws. If any Takeover Law is or becomes applicable to this Agreement, the Merger Offer, the Merger, or any of the other transactions contemplated hereby, each of the Company and Parent and their respective Boards of Directors shall take use all actions necessary reasonable best efforts to ensure that the Offer or the Merger and the other transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to eliminate or minimize the effect of such Takeover Law on this Agreement, the Offer or the Merger and the other transactions contemplated hereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (O Reilly Automotive Inc)

Takeover Laws. If Each of the Company and its Board of Directors and Parent and its Board of Directors shall, if any Takeover Law takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement, the Merger Agreement or any of the other transactions contemplated hereby, each of the Company and Parent and their respective Boards of Directors shall take all actions necessary use reasonable best efforts to ensure that the Merger and the other transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to eliminate or minimize the effect of such Takeover Law statute or regulation on the Merger, this Agreement, the Merger Agreement and the other transactions contemplated hereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Fundtech LTD)

Takeover Laws. If any Takeover Law is or becomes shall become applicable to this Agreementthe Offer, the Merger or any of the other transactions contemplated hereby, each of the Company and Parent and the members of their respective Boards boards of Directors directors shall grant such approvals and take all such actions as are reasonably necessary to ensure so that the Merger and the other transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated by this Agreement hereby and otherwise act to eliminate or minimize the effect effects of such Takeover Law on this Agreementthe Offer, the Merger and the other transactions contemplated hereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Dell Inc)

Takeover Laws. If any Takeover Law is or becomes shall become applicable to this Agreement, the Merger or any of the other transactions contemplated herebyby this Agreement after the date of this Agreement, each of the Company and the Parent and members of their respective Boards boards of Directors directors (or similar 50 governing bodies) shall grant such approvals and take all such actions as are reasonably necessary to ensure so that the Merger and the other transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated by this Agreement herein and otherwise act to eliminate or minimize the effect effects of such Takeover Law statute or regulation on this Agreement, the Merger and the other transactions contemplated hereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Renaissance Learning Inc)

Takeover Laws. If any Takeover Law is or becomes shall become applicable to this Agreement, the Merger or any of the other transactions contemplated hereby, each of the Company and Parent and the members of their respective Boards boards of Directors directors shall grant such approvals and take all such actions as are reasonably necessary to ensure so that the Merger and the other transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated by this Agreement hereby and otherwise act to eliminate or minimize the effect effects of such Takeover Law on this Agreement, the Merger and the other transactions contemplated hereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Pinnacle Gas Resources, Inc.)

Takeover Laws. If any Takeover Law is or becomes applicable to this Agreement, the Merger or any of the other transactions contemplated hereby, each of the Company and Parent and their respective Boards board of Directors directors shall take all actions action necessary to ensure that the Merger and the other transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise act to eliminate or minimize the effect of such Takeover Law on this Agreement, the Merger and the other transactions contemplated hereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Hi Shear Technology Corp)

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Takeover Laws. If any “fair price,” “moratorium,” “control share acquisition” or similar antitakeover Law (“Takeover Law Laws”) is or becomes applicable to this Agreement, the Merger or any of the other transactions contemplated herebyTransactions, each Principal Entity and its board of the Company and Parent and their respective Boards of Directors directors shall take all actions action necessary to ensure that the Merger and the other transactions contemplated hereby Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to eliminate or minimize the effect of such Takeover Law on this Agreement, the Merger and the other transactions contemplated herebyTransactions.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Affinion Group, Inc.)

Takeover Laws. If any Takeover Law is or becomes shall become applicable to this Agreement, the Merger Merger, or any of the other transactions contemplated herebyby this Agreement, each of the Company and Parent and their respective Boards of Directors the Company Board shall take all actions such actions, to the extent legally permissible, as are necessary to ensure so that the Merger and the other transactions contemplated hereby by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement Agreement, and otherwise take such actions as are necessary to eliminate or minimize the effect effects of any such Takeover Law on this Agreement, the Merger and the other transactions contemplated herebyby this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Live Oak Acquisition Corp)

Takeover Laws. If any Takeover Law is or becomes applicable to this Agreement, the Tender and Support Agreements, the Merger or any of the other transactions contemplated herebyhereby or thereby, each of the Company and Parent and their respective Boards of Directors shall take all actions action necessary to ensure that the Merger and the other transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to eliminate or minimize the effect of such Takeover Law on this Agreement, the Merger and the other transactions contemplated hereby.

Appears in 1 contract

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

Takeover Laws. If any Takeover Law Statute is or becomes applicable to this Agreement, the Merger or any of the other transactions contemplated hereby, each of the Company and Parent and their respective Boards boards of Directors directors shall take all actions action necessary to ensure that the Merger and the other transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to eliminate or minimize the effect of such Takeover Law Statute on this Agreement, the Merger and the other transactions contemplated hereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Hughes Network Systems, LLC)

Takeover Laws. If any Takeover Law is or becomes shall become applicable to this Agreement, the Merger or any of the other transactions contemplated herebyby this Agreement after the date of this Agreement, each of the Company and Parent and members of their respective Boards boards of Directors directors (or similar governing bodies) shall grant such approvals and take all such actions as are reasonably necessary to ensure so that the Merger and the other transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated by this Agreement herein and otherwise act to eliminate or minimize the effect effects of such Takeover Law statute or regulation on this Agreement, the Merger and the other transactions contemplated hereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Ari Network Services Inc /Wi)

Takeover Laws. If any Takeover Law is or becomes applicable to this Agreement, the Merger or any of the other transactions contemplated hereby, each of the Company and Parent and their respective Boards of Directors shall take all actions action necessary to ensure that the Merger and the other transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to eliminate or minimize the effect of such Takeover Law on this Agreement, the Merger and the other transactions contemplated hereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Neustar Inc)

Takeover Laws. If any Takeover Law is or becomes applicable to this Agreement, the Merger Mergers or any of the other transactions contemplated hereby, each of the Company and Parent and their respective Boards Board of Directors shall take all actions action necessary to ensure that the Merger Mergers and the other transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to eliminate or minimize the effect of such Takeover Law on this Agreement, the Merger Mergers and the other transactions contemplated hereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Manning & Napier, Inc.)

Takeover Laws. If any Takeover Law is or becomes applicable to this Agreement, the Merger or any of the other transactions contemplated hereby, including following an Adverse Recommendation Change, each of the Company and Parent and their respective Boards Board of Directors shall take all actions action necessary to ensure that the Merger and the other transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to eliminate or minimize the effect of such Takeover Law on this Agreement, the Merger and the other transactions contemplated hereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Red Lion Hotels CORP)

Takeover Laws. If any Takeover Law is or becomes applicable to this Agreement, the Merger or any of the other transactions contemplated hereby, each of the Company and Parent and their respective Boards board of Directors directors shall take all actions action necessary to ensure that the Merger and the other transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to eliminate or minimize the effect of such Takeover Law on this Agreement, the Merger and the other transactions contemplated hereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Fly Leasing LTD)

Takeover Laws. If any Takeover Law is or becomes shall become applicable to this Agreement, the Merger Merger, or any of the other transactions contemplated herebyContemplated Transactions, each Holdings and its board of the Company and Parent and their respective Boards of Directors directors shall take all such actions as are necessary to ensure so that the Merger and the other transactions contemplated hereby by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement Agreement, and otherwise take such actions as are necessary to eliminate or minimize the effect effects of any such Takeover Law on this Agreement, the Merger and the other transactions contemplated herebyContemplated Transactions.

Appears in 1 contract

Samples: Merger Agreement (Guild Holdings Co)

Takeover Laws. If any Takeover Law is or becomes applicable to Parent, Merger Sub, Merger Partnership, this Agreement, the Merger Mergers or any of the other transactions contemplated hereby, each of the Company and Parent and their respective Boards of Directors the Company Board shall take all actions action necessary to ensure that the Merger Mergers and the other transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to eliminate or minimize the effect of such Takeover Law on this Agreement, the Merger Mergers and the other transactions contemplated hereby.

Appears in 1 contract

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

Takeover Laws. If any Takeover Law takeover statute becomes or is or becomes deemed to become applicable to the Company or the Merger or the other transactions contemplated by this Agreement, the Merger or any of the other transactions contemplated herebyCompany, each of the Company and Parent and Merger Sub shall use their respective Boards of Directors shall reasonable best efforts to take any and all actions within their respective control as are permitted under applicable Law and necessary to ensure that eliminate or, if it is not possible to eliminate, then to minimize the Merger and the other transactions contemplated hereby may be consummated as promptly as practicable effects of such statutes on the terms contemplated by this Agreement and otherwise to eliminate or minimize the effect of such Takeover Law on this Agreement, the Merger and the other transactions contemplated herebyforegoing.

Appears in 1 contract

Samples: Agreement and Plan of Merger (International Flavors & Fragrances Inc)

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