Takeover Laws. The Company shall, upon the request of Parent or Purchaser, (a) take all reasonable steps to exclude the applicability to the Merger or any other transaction contemplated hereby of any Takeover Laws, and (b) assist in any challenge by Parent or Purchaser to the validity, or the applicability to the Offer, the Merger or any other transaction contemplated by this Agreement, of any Takeover Laws.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Praecis Pharmaceuticals Inc), Agreement and Plan of Merger (Glaxosmithkline PLC), Agreement and Plan of Merger (Glaxosmithkline PLC)
Takeover Laws. The Company shall, upon the request of Parent or Purchaser, (a) shall take all reasonable steps to exclude the applicability of, or to assist in any challenge by Parent or Merger Sub to the validity or applicability to the Merger or any other transaction contemplated hereby of any Takeover Laws, and (b) assist in any challenge by Parent or Purchaser to the validity, or the applicability to the Offer, the Merger or any other transaction contemplated by this AgreementAgreement of, of any Takeover Laws.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (American Medical Systems Holdings Inc), Agreement and Plan of Merger (Restore Medical, Inc.), Security Agreement (Ats Medical Inc)
Takeover Laws. The Company shall, upon the request of Parent or Purchaser, (a) take all reasonable steps to exclude the applicability of, or to the Merger or any other transaction contemplated hereby of any Takeover Laws, and (b) assist in any challenge by Parent or Purchaser to the validity, or the applicability to the Offer, the Merger or any other transaction contemplated by this AgreementAgreement of, of any Takeover Laws.
Appears in 5 contracts
Samples: Tender Offer and Merger Agreement (National Patent Development Corp), Agreement and Plan of Merger (Evraz Group S.A.), Tender Offer and Merger Agreement (Five Star Products Inc)
Takeover Laws. The Company shall, upon the request of Parent or PurchaserMerger Sub, (a) take all reasonable steps to exclude the applicability of, or to assist at Parent’s cost and expense in any challenge to the validity or applicability to the Merger or any other transaction contemplated hereby of any Takeover Laws, and (b) assist in any challenge by Parent or Purchaser to the validity, or the applicability to the Offer, the Merger or any other transaction contemplated by this AgreementAgreement of, of any Takeover Laws.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Lear Corp), Agreement and Plan of Merger (Harrahs Entertainment Inc), Agreement and Plan of Merger (American Real Estate Partners L P)
Takeover Laws. The Company shall, upon the request of Parent or Purchaser, (a) take all reasonable steps to exclude the applicability of, or to the Merger or any other transaction contemplated hereby of any Takeover Laws, and (b) assist in any challenge by Parent or Purchaser to the validity, or the applicability to the Offer, the Merger or any other transaction contemplated by this AgreementAgreement or the Stockholder Tender Agreement of, of any Takeover Laws.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Deutsche Bank Ag\), Agreement and Plan of Merger (National Discount Brokers Group Inc), Agreement and Plan of Merger (Deutsche Bank Ag\)
Takeover Laws. The Company shall, upon the request of Parent or Purchaser, (a) parties shall take all reasonable steps to exclude the applicability to the Merger or any other transaction contemplated hereby of any Takeover Laws, and (b) assist the Company shall, at the Parent’s request and expense, provide reasonable assistance in any challenge by Parent or Purchaser to the validity, or the applicability to the Offer, the Merger or any other transaction contemplated by this Agreement, of any Takeover Laws.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (LS Cable Ltd.), Agreement and Plan of Merger (Superior Essex Inc)
Takeover Laws. The Company shall, upon the request of Parent or Purchaser, (a) take all reasonable steps to exclude the applicability of, or to the Merger or any other transaction contemplated hereby of any Takeover Laws, and (b) assist in any challenge by Parent or Purchaser to the validity, or the applicability to the Offer, the Merger or any other transaction contemplated by this AgreementAgreement or the Stockholder Support Agreement of, of any Takeover Laws.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Claymont Steel Holdings, Inc.), Agreement and Plan of Merger (Evraz Group S.A.)
Takeover Laws. The Company shall, upon the request of Parent or PurchaserMerger Sub, (a) take all reasonable steps to exclude the applicability of, or to assist in any challenge by Parent or Merger Sub to the validity or applicability to the Merger or any other transaction contemplated hereby of any Takeover Laws, and (b) assist in any challenge by Parent or Purchaser to the validity, or the applicability to the Offer, the Merger or any other transaction contemplated by this AgreementAgreement of, of any Takeover Laws.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Cuno Inc), Agreement and Plan of Merger (3m Co)
Takeover Laws. The Company shall, upon the request of Parent or PurchaserMerger Sub, (a) take all reasonable steps to exclude the applicability of, or to assist in any challenge to the validity or applicability to the Merger or any other transaction contemplated hereby of any Takeover Laws, and (b) assist in any challenge by Parent or Purchaser to the validity, or the applicability to the Offer, the Merger or any other transaction contemplated by this AgreementAgreement of, of any Takeover Laws.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (MPS Group Inc), Agreement and Plan of Merger (Aleris International, Inc.)
Takeover Laws. The Company shall, upon the request of Parent Purchaser or PurchaserMerger Sub, (a) take all reasonable steps to exclude the applicability of, or to assist in any challenge to the validity or applicability to the Merger or any other transaction contemplated hereby of any Takeover Laws, and (b) assist in any challenge by Parent or Purchaser to the validity, or the applicability to the Offer, the Merger or any other transaction expressly contemplated by this AgreementAgreement or any of the Stockholders’ Agreements of, of any Takeover Laws.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Meggitt USA Inc), Agreement and Plan of Merger (K&f Industries Inc)
Takeover Laws. The Company shall, upon the request of Parent or PurchaserMerger Sub, (ai) take all reasonable steps to exclude the applicability to the Offer or the Merger or any other transaction contemplated hereby of any Takeover LawsStatute, and (bii) assist in any challenge by Parent or Purchaser to the validity, or the applicability to the Offer, the Merger or any other transaction contemplated by this Agreement, of any Takeover LawsStatute.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (United Industrial Corp /De/), Agreement and Plan of Merger (Textron Inc)
Takeover Laws. The Company shall, upon the request of Parent or PurchaserParent, (ai) take all reasonable necessary steps to exclude the applicability to the Merger or and any other transaction contemplated hereby from the applicability of any Takeover Laws, and (bii) assist in any challenge by Parent or Purchaser to the validity, or the applicability to the Offer, the Merger or any other transaction contemplated by this Agreement, of any Takeover Laws.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Cameron International Corp), Agreement and Plan of Merger (Natco Group Inc)
Takeover Laws. The Company shall, upon the request of Parent or Purchaser, (a) take all reasonable reasonably necessary steps to exclude the applicability of, or to the Merger or any other transaction contemplated hereby of any Takeover Laws, and (b) assist in any challenge by Parent or Purchaser to the validity, or the applicability to the Offer, the Merger or any other transaction contemplated by this AgreementAgreement of, of any Takeover Laws.
Appears in 2 contracts
Samples: Agreement of Merger (Marine Transport Corp), Agreement of Merger (Crowley Maritime Corp)
Takeover Laws. The Company shall, upon the request of Parent or Purchaser, (a) shall take all reasonable steps to (a) exclude the applicability of, or to assist in any challenge by Parent or PH Sub to the validity, or applicability to the Merger or any other transaction contemplated hereby by this Agreement of any Takeover Laws, and or (b) assist in take all such lawful actions as are reasonably necessary to eliminate or minimize the effects of any challenge by Parent or Purchaser to applicable Takeover Laws on the validity, or the applicability to the Offer, the Merger or any other transaction transactions contemplated by this Agreement, of any Takeover Laws.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Minrad International, Inc.)
Takeover Laws. The Company shall, upon the request of Parent or Purchaser, will (a) take all reasonable steps to exclude the applicability to the Offer, the Merger or any other transaction contemplated hereby by this Agreement or the Support Agreements of any Takeover Laws, and (b) assist in any challenge by Parent or Purchaser to the validity, or the applicability to the Offer, the Merger or any other transaction contemplated by this AgreementAgreement or the Support Agreements, of any Takeover Laws.
Appears in 1 contract
Takeover Laws. The Company shall, upon the request of ------------- Parent or Purchaser, (a) take all reasonable steps to exclude the applicability of, or to the Merger or any other transaction contemplated hereby of any Takeover Laws, and (b) assist in any challenge by Parent or Purchaser to the validity, or the applicability to the Offer, the Merger or any other transaction contemplated by this AgreementAgreement or the Shareholder Option Agreement of, of any Takeover Laws.
Appears in 1 contract
Samples: Agreement and Plan of Merger (United Technologies Corp /De/)
Takeover Laws. The Company shall, upon the request of Parent or PurchaserParent, (a) take all reasonable steps to exclude the applicability of, or to assist in any challenge by Parent or Merger Sub to the validity or applicability to the Merger or any other transaction contemplated hereby by this Agreement of, any “moratorium”, “control share acquisition”, “business combination”, “fair price” or other form of anti-takeover Legal Requirements of any Takeover Laws, and (b) assist in any challenge by Parent or Purchaser jurisdiction that may purport to the validity, or the applicability be applicable to the Offer, the Merger or any other transaction contemplated by this Agreement, of any Takeover Laws.
Appears in 1 contract
Takeover Laws. The Company shall, upon the request of Parent or the Purchaser, (a) take all reasonable steps to exclude the applicability to the Merger or any other transaction contemplated hereby of any Takeover Laws, and (b) assist in any challenge by Parent or Purchaser the Merger Sub to the validity, or the applicability to the Offer, the Merger or any other transaction contemplated by this Agreement, of any Takeover Laws.
Appears in 1 contract
Takeover Laws. The Company shallwill, upon the request of Parent or Purchaser, (a) take all reasonable steps to exclude the applicability to the Merger or any other transaction contemplated hereby by this Agreement of any Takeover Laws, and (b) assist in any challenge by Parent or Purchaser to the validity, or the applicability to the Offer, the Merger or any other transaction contemplated by this Agreement, of any Takeover Laws.
Appears in 1 contract
