Common use of Takeover Statute Clause in Contracts

Takeover Statute. If any “fair price,” “moratorium,” “control share acquisition” or other form of anti-takeover statute or regulation shall become applicable to the Merger or the other transactions contemplated by this Agreement, each of the Company and Parent and the members of their respective boards of directors shall grant such approvals and take such actions as are reasonably necessary so that the Merger and the other transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated herein, and otherwise act to eliminate or minimize the effects of such statute or regulation on the Merger and the other transactions contemplated hereby.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Expressjet Holdings Inc), Agreement and Plan of Merger (Skywest Inc)

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Takeover Statute. If any “fair price,” “moratorium,” “business combination,” “control share acquisition” or other form of anti-takeover statute or regulation shall become applicable to the Merger or the other transactions contemplated by this Agreement after the date of this Agreement, each of the Company and Parent and the members of their respective boards Boards of directors Directors shall grant such approvals and take such actions as are reasonably necessary so that the Merger and the other transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated herein, herein and otherwise act to eliminate or minimize the effects of such statute or regulation on the Merger and the other transactions contemplated hereby.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Leever Daniel H), Agreement and Plan of Merger (Court Square Capital Partners II LP)

Takeover Statute. If any “fair price,” “moratorium,” “control share acquisition” or other form of anti-takeover statute or regulation shall become applicable to the Merger or the other transactions contemplated contemplated, by this Agreement, each of the Company NPCC and Parent USAC and the members of their respective boards Boards of directors Directors shall grant such approvals and take such actions as are reasonably necessary so that the Merger and the other transactions contemplated hereby by this Agreement may be consummated as promptly as practicable on the terms contemplated herein, by this Agreement and otherwise act to eliminate or minimize the effects of such statute or regulation on the Merger Merger, and the other transactions contemplated herebyby this Agreement.

Appears in 2 contracts

Samples: Plan and Agreement of Merger (US Alliance Corp), Plan and Agreement of Merger (US Alliance Corp)

Takeover Statute. If any “fair price,” “moratorium,” “control share acquisition” or other form of anti-takeover statute or regulation shall become applicable to the Merger Merger, the Voting Agreements or the other transactions contemplated by this Agreement, each of the Company and Parent and the members of their respective boards Boards of directors Directors shall grant such approvals and take such actions as are reasonably necessary so that the Merger Merger, the Voting Agreements and the other transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated herein, herein and otherwise act to eliminate or minimize the effects of such statute or regulation on the Merger Merger, the Voting Agreements and the other transactions contemplated hereby.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Pogo Producing Co), Agreement and Plan of Merger (Plains Exploration & Production Co)

Takeover Statute. If any "fair price,” “", "moratorium,” “", "control share acquisition", "interested shareholder" or other form of similar anti-takeover statute or regulation shall is or may become applicable to the Merger or the other transactions contemplated by this Agreement or the Stock Option Agreement, each of Parent and the Company and Parent and the members of their respective boards of directors shall grant such approvals and take such actions as are reasonably necessary so that the Merger and the other such transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated hereinby this Agreement or the Stock Option Agreement, as the case may be, or the Merger and otherwise act to eliminate or minimize the effects of such statute or regulation on the Merger and the other transactions contemplated herebysuch transactions.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Pharmaceutical Marketing Services Inc), Merger Agreement (Quintiles Transnational Corp)

Takeover Statute. If any “fair price,” “moratorium,” “control share acquisition,” “business combination” or other form of anti-takeover antitakeover statute or regulation or provision of the Company’s organizational and other governing documents shall become applicable to the Merger or the other transactions contemplated by this Agreement, each of the Company Company, Parent and Parent Merger Sub and the members of their respective boards of directors shall grant such approvals and take such actions as are reasonably necessary so that the Merger and the other transactions contemplated hereby by this Agreement may be consummated as promptly as practicable on the terms contemplated herein, by this Agreement and otherwise act to eliminate or minimize the effects of such statute statute, regulation or regulation provision on the Merger and the other transactions contemplated herebyby this Agreement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Emerson Electric Co), Agreement and Plan of Merger (National Instruments Corp)

Takeover Statute. If any “fair price,” “moratorium,” “business combination,” “control share acquisition,” “interested person,” “interested stockholder” or other form of anti-takeover statute or regulation shall become applicable to the Merger this Agreement or the other transactions contemplated by this Agreementhereby, each of the Company and Parent and the members of their respective boards of directors shall grant such approvals and take such actions as are reasonably necessary so that the Merger this Agreement and the other transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated herein, herein and otherwise act to eliminate or minimize the effects of such statute or regulation on the Merger this Agreement and the other transactions contemplated hereby.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (PennantPark Floating Rate Capital Ltd.), Agreement and Plan of Merger (MCG Capital Corp)

Takeover Statute. If any “fair price,” “moratorium,” “business combination,” “control share acquisition” or other form of anti-takeover statute or regulation shall become applicable to the Merger or the other transactions contemplated by this Agreement after the date of this Agreement, each of the Company and Parent and the members of their respective boards Boards of directors Directors shall grant such approvals and take such actions as are reasonably necessary so that the Merger and the other transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated herein, herein and otherwise act to eliminate or minimize the effects of such statute or regulation on the Merger Merger, and the other transactions contemplated hereby.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Harman International Industries Inc /De/), Agreement and Plan of Merger (Dollar General Corp)

Takeover Statute. If any “fair price,” “moratorium,” “business combination,” “control share acquisition,” “interested person,” “interested stockholder” or other form of anti-takeover statute or regulation shall become applicable to the Merger this Agreement or the other transactions contemplated by this Agreementhereby, each of the Company and Parent and the members of their respective boards of directors shall grant such approvals and take such actions as are reasonably necessary and within its control so that the Merger this Agreement and the other transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated herein, herein and otherwise act to eliminate or minimize the effects of such statute or regulation on the Merger this Agreement and the other transactions contemplated hereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Garrison Capital Inc.)

Takeover Statute. If any “fair price,” “moratorium,” “business combination,” “control share acquisition” or other form of anti-takeover statute or regulation shall become applicable to the Merger Transactions or the other transactions contemplated by this Agreement after the date of this Agreement, each of the Company and Parent and the members of their respective boards Boards of directors Directors shall grant such approvals and take such actions as are reasonably necessary so that the Merger Transactions and the other transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated herein, herein and otherwise act to eliminate or minimize the effects of such statute or regulation on the Merger Merger, and the other transactions contemplated hereby.

Appears in 1 contract

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

Takeover Statute. If any “fair price,” “moratorium,” “control share acquisition” or other form of anti-takeover antitakeover statute or regulation shall become applicable to the Offer, the Merger or the other transactions contemplated by this Agreementhereby, each of the Company and Parent and the members of their respective boards of directors shall grant such approvals and take such actions as are reasonably necessary so that the Merger and the other transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated herein, hereby and otherwise act to eliminate or minimize the effects of such statute or regulation on the Offer, the Merger and the other transactions contemplated hereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Odyssey Healthcare Inc)

Takeover Statute. If any “fair price,” “moratorium,” “business combination,” “control share acquisition,” “interested person,” “interested stockholder” or other form of anti-takeover statute or regulation shall become applicable to this Agreement, the Merger or the other transactions contemplated by this Agreementhereby, each of the Company and Parent and the members of their respective boards of directors shall grant such approvals and take such actions as are reasonably necessary and within its control so that this Agreement, the Merger and the other transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated herein, herein and otherwise act to eliminate or minimize the effects of such statute or regulation on this Agreement, the Merger and the other transactions contemplated hereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Hilton Grand Vacations Inc.)

Takeover Statute. If any “fair price,” “moratorium,” “control share acquisition” or other form of anti-takeover statute or regulation shall become applicable to the Merger Merger, the Rollover Commitments or the other transactions contemplated contemplated, by this Agreement, each of the Company and Parent and the members of their respective boards Boards of directors Directors shall grant such approvals and take such actions as are reasonably necessary so that the Merger Merger, the Rollover Commitments and the other transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated herein, herein and otherwise act to eliminate or minimize the effects of such statute or regulation on the Merger Merger, the Rollover Commitments and the other transactions contemplated hereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Egl Inc)

Takeover Statute. If any “fair price,” “moratorium,” “control share acquisition” or other form of anti-takeover antitakeover statute or regulation shall become applicable to the Offer, the Merger or the other transactions contemplated by this Agreementhereby, each of the Company and Parent and the members of their respective boards of directors shall grant such approvals and take such actions as are reasonably necessary so that the Merger and the other transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated herein, hereby and otherwise act to eliminate or minimize the effects of such statute or regulation on the Merger and the other transactions contemplated hereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (BMCA Acquisition Sub Inc.)

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Takeover Statute. If any “fair price,” “moratorium,” “control share acquisition,” “fair price,” “supermajority,” “affiliate transactions,” or “business combination statute or regulation” or other form of anti-takeover statute similar state antitakeover Law or regulation shall become becomes, or purports to become, applicable to the Merger or the other transactions contemplated by this Agreement, each of the Company and Company, Parent and the members of their respective boards of directors Merger Sub shall grant such approvals and take such actions as are reasonably necessary so that the Merger and the other transactions contemplated hereby by this Agreement may be consummated as promptly as practicable on the terms contemplated herein, by this Agreement and otherwise act to eliminate or minimize the effects of such statute or regulation on the Merger and or the other transactions contemplated herebyby this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Sun Healthcare Group Inc)

Takeover Statute. If any "fair price,” “", "moratorium,” “", "control share acquisition" or other form of anti-takeover antitakeover statute or regulation shall become applicable to the Merger transactions contemplated hereby or the other transactions contemplated by this Agreementthe Stock Option Agreements, each of the Company and Parent and the members of their respective boards the Board of directors Directors of the Company shall grant such approvals and take such actions as are reasonably necessary so that the Merger and the other transactions contemplated hereby and the transactions contemplated by the Stock Option Agreement may be consummated as promptly as practicable on the terms contemplated herein, hereby and thereby and otherwise act to eliminate or minimize the effects of such statute or regulation on the Merger and the other transactions contemplated herebyhereby and thereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Spartech Corp)

Takeover Statute. If any “fair price,” ”, “moratorium,” ”, “business combination”, “control share acquisition” or other form of anti-takeover statute or regulation shall become applicable to the Merger or the other transactions contemplated by this Agreement after the date of this Agreement, each of the Company Company, the Merger Sub and the Parent and the members of their respective boards of directors shall grant such approvals and take such actions as are reasonably necessary so that the Merger and the other transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated herein, herein and otherwise act to eliminate or minimize the effects of such statute or regulation on the Merger and the other transactions contemplated hereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Republic Airways Holdings Inc)

Takeover Statute. If any “fair price,” “moratorium,” “business combination,” “control share acquisition” or other form of anti-takeover statute or regulation shall become applicable to the Merger or the other transactions contemplated by this Agreement after the date of this Agreement, each of the Company and Parent and the members of their respective boards of directors shall grant such approvals and take such actions as are reasonably necessary so that the Merger and the other transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated herein, herein and otherwise act to eliminate or minimize the effects of such statute or regulation on the Merger Merger, and the other transactions contemplated hereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Cumulus Media Inc)

Takeover Statute. If any “fair price,” “moratorium,” “control share acquisition” or other form of anti-takeover statute or regulation shall become becomes applicable to the Merger or the other transactions contemplated by this Agreement, each of the Company and Parent Buyer and the members of their respective boards Boards of directors shall Directors will grant such approvals and take such actions as are reasonably necessary so that the Merger and the other transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated herein, in this Agreement and otherwise act to eliminate or minimize the effects of such statute or regulation on the Merger and the other transactions contemplated hereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (PENTAIR PLC)

Takeover Statute. If any “fair price,” “moratorium,” “control share acquisition,” “affiliate transaction,” “business combination” or other form of anti-takeover statute or regulation shall become applicable to the Merger or the other transactions contemplated by this AgreementAgreement to which an exemption is not available therefrom, each of the Company and Parent and the members of their respective boards of directors the Board shall grant such approvals and take such actions as are reasonably necessary so that the Merger and the other transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated herein, herein and otherwise act to eliminate or minimize the effects of such statute or regulation on the Merger and the other transactions contemplated hereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Wca Waste Corp)

Takeover Statute. If any “fair price,” ”, “moratorium,” ”, “business combination”, “control share acquisition” or other form of anti-takeover statute or regulation shall become applicable to the Merger or the other transactions contemplated by this Agreement after the date of this Agreement, each of the Company and Parent and the members member of their respective boards of directors (or similar governing bodies) shall grant such approvals and take such actions as are reasonably necessary so that the Merger and the other transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated herein, herein and otherwise act to eliminate or minimize the effects of such statute or regulation on the Merger and the other transactions contemplated hereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (TNS Inc)

Takeover Statute. If any “fair price,” ”, “moratorium,” ”, “business combination”, “control share acquisition” or other form of anti-takeover statute or regulation shall become applicable to the Merger or the other transactions contemplated by this Agreement after the date of this Agreement, each of the Company and the Parent and the members member of their respective boards of directors (or similar governing bodies) shall grant such approvals and take such actions as are reasonably necessary so that the Merger and the other transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated herein, herein and otherwise act to eliminate or minimize the effects of such statute or regulation on the Merger and the other transactions contemplated hereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Midwest Air Group Inc)

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