Takeover Statutes. If any Takeover Statute is or may become applicable to the Contemplated Transactions, each of the Company, the Company Board, Parent and the Parent Board, as applicable, shall grant such approvals and take such actions as are necessary so that the Contemplated Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise act to eliminate or minimize the effects of such statute or regulation on the Contemplated Transactions.
Appears in 30 contracts
Samples: Agreement and Plan of Merger and Reorganization (GTX Inc /De/), Agreement and Plan of Merger (Sesen Bio, Inc.), Support Agreement (Traws Pharma, Inc.)
Takeover Statutes. If any Takeover Statute is or may become applicable to the Contemplated Transactions, each of Merger or the Companyother transactions contemplated by this Agreement, the Company Board, Parent and the Parent Board, as applicable, its board of directors shall grant such approvals and take such actions as are necessary so that the Contemplated Transactions such transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise act to eliminate or minimize the effects of such statute or regulation on the Contemplated Transactionssuch transactions.
Appears in 30 contracts
Samples: Agreement and Plan of Merger (Transcanada Corp), Agreement and Plan of Merger (Prime Resource Inc), Agreement and Plan of Merger (Biomet Inc)
Takeover Statutes. If any Takeover Statute is or may become applicable to the Contemplated Transactions, each of the Company, the Company Board, Parent and the Parent Board, as applicable, shall grant such approvals and take such actions as are necessary so that the Contemplated Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise act to eliminate or minimize the effects of such statute or regulation Takeover Statute on the Contemplated Transactions.
Appears in 13 contracts
Samples: Agreement and Plan of Merger and Reorganization (Bell Robert G.), Agreement and Plan of Merger and Reorganization (MorphImmune Inc.), Agreement and Plan of Merger and Reorganization (Angion Biomedica Corp.)
Takeover Statutes. If any Takeover Statute is or may become applicable to the Contemplated Transactionstransactions contemplated hereby, each the board of directors of the Company, the Company Board, Parent and the Parent Board, as applicable, shall will grant such approvals and take such actions as are necessary so that the Contemplated Transactions transactions contemplated by this Agreement and the Ancillary Agreements may be consummated as promptly as practicable on the terms contemplated by this Agreement hereby and otherwise act to eliminate or minimize the effects of such statute or regulation any Takeover Statute on any of the Contemplated Transactionstransactions contemplated hereby.
Appears in 11 contracts
Samples: Agreement and Plan of Merger (Atheros Communications Inc), Agreement and Plan of Merger (Sirf Technology Holdings Inc), Asset Purchase Agreement (Synnex Corp)
Takeover Statutes. If any Takeover Statute is or may become applicable to the Contemplated Transactionstransactions contemplated hereby, each the Board of Directors of the Company, the Company Board, Parent and the Parent Board, as applicable, shall will grant such approvals and take such actions as are necessary so that the Contemplated Transactions 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 effects of such statute or regulation any Takeover Statute on any of the Contemplated Transactionstransactions contemplated hereby.
Appears in 10 contracts
Samples: Agreement and Plan of Merger (Arthrocare Corp), Agreement and Plan of Merger (Arthrocare Corp), Strategic Alliance Agreement (Broadcom Corp)
Takeover Statutes. If any Takeover Statute is or may become applicable to the Contemplated TransactionsMerger or the other transactions contemplated hereby, each of the Company, the Company Board, Parent and the Parent Board, as applicable, Company and its board of directors shall grant such approvals and take such actions as are necessary so that the Contemplated Transactions such transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise act to eliminate or minimize the effects of such statute or regulation on the Contemplated Transactionssuch transactions.
Appears in 7 contracts
Samples: Agreement and Plan of Merger (Metromedia Fiber Network Inc), Agreement and Plan of Merger (PLD Telekom Inc), Agreement and Plan of Merger (Metromedia International Group Inc)
Takeover Statutes. If any Takeover Statute is or may become applicable to the Contemplated TransactionsMerger or the other transactions contemplated by this Agreement, each of the Company, the Company Board, Parent and the Parent Board, as applicable, Company and their respective Boards of Directors shall grant such approvals and take such lawful actions as are necessary so to ensure that the Contemplated Transactions such transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise act to eliminate or minimize the effects of such statute or regulation and any regulations promulgated thereunder on the Contemplated Transactionssuch transactions.
Appears in 7 contracts
Samples: Agreement and Plan of Merger (Progress Software Corp /Ma), Agreement and Plan of Merger (Network Solutions Inc /De/), Registration Rights Agreement (Interland Inc)
Takeover Statutes. If any Takeover Statute is Law may become, or may become purport to be, applicable to the Contemplated TransactionsMerger or any other transactions contemplated hereby, each of the Company, the Company Board, and Parent and the Parent Board, as applicable, shall grant such approvals and take such actions as are reasonably necessary so that the Contemplated Transactions 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 effects of such statute or regulation on the Contemplated Transactionstransactions contemplated hereby.
Appears in 7 contracts
Samples: Agreement and Plan of Merger (Williams Companies Inc), Agreement and Plan of Merger (Williams Companies Inc), Agreement and Plan of Merger (Energy Transfer LP)
Takeover Statutes. If any Takeover Statute is or may become applicable to the Contemplated Transactions, each of Merger or the Companyother transactions contemplated by this Agreement, the Company Board, Parent and the Parent Board, as applicable, Company Board shall grant such approvals and take such actions as are necessary so that the Contemplated Transactions such transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise act to eliminate or minimize the effects of such statute or regulation on the Contemplated Transactionssuch transactions.
Appears in 7 contracts
Samples: Agreement and Plan of Merger (Dyncorp International Inc.), Agreement and Plan of Merger (Straight Path Communications Inc.), Agreement and Plan of Merger (Penn National Gaming Inc)
Takeover Statutes. If any Takeover Statute is Law may become, or may become purport to be, applicable to the Contemplated TransactionsMerger, the Support Agreements or any other transactions contemplated hereby, each of the Company, the Company Board, and Parent and the Parent Board, as applicable, shall grant such approvals and take such actions as are reasonably necessary so that the Contemplated Transactions 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 effects of such statute or regulation on the Contemplated Transactionstransactions contemplated hereby.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Energy Transfer Equity, L.P.), Agreement and Plan of Merger (Energy Transfer Equity, L.P.), Agreement and Plan of Merger (Energy Transfer Equity, L.P.)
Takeover Statutes. If any Takeover Statute is or may become applicable to the Contemplated Transactions, each of the Companytransactions contemplated hereby, the Company Board, Parent and the Parent Board, as applicable, Board shall grant such approvals and take such actions as are necessary so that the Contemplated Transactions 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 effects of such statute or regulation any Takeover Statute on any of the Contemplated Transactionstransactions contemplated hereby.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (McKesson Corp), Agreement and Plan of Merger (Prosper Marketplace Inc), Agreement and Plan of Merger (PMC Sierra Inc)
Takeover Statutes. If any Takeover Statute is or may become applicable to the Contemplated TransactionsMerger or the other transactions contemplated by this Agreement, each of the Company, the Company Board, Parent and the Parent Board, as applicable, Company and their respective Boards of Directors shall grant such approvals and take such lawful actions as are necessary so to ensure that the Contemplated Transactions such transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise act to eliminate or minimize the effects of such statute or regulation and any regulations promulgated thereunder on the Contemplated Transactionssuch transactions.
Appears in 6 contracts
Samples: Agreement and Plan of Reorganization (Inverness Medical Innovations Inc), Agreement and Plan of Merger (Inverness Medical Innovations Inc), Agreement and Plan of Reorganization (Hemosense Inc)
Takeover Statutes. If any Takeover Statute is or may become applicable to the Contemplated Merger or the other Transactions, each of the Company, the Company Board, Parent and the Parent Board, as applicable, Company Board shall grant such approvals and take such actions as are necessary so that the Contemplated such Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise act to eliminate or minimize the effects of such statute or regulation on the Contemplated such Transactions.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (CONMED Corp), Agreement and Plan of Merger (Payless Shoesource Inc /De/), Agreement and Plan of Merger (Conmed Corp)
Takeover Statutes. If any Takeover Statute is or may become applicable to the Contemplated Transactions, each of Parent and the Company, Company and the Parent Board and the Company Board, Parent and the Parent Board, as applicablerespectively, shall grant such approvals and take such actions as are necessary so that the Contemplated Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise act to eliminate or minimize the effects of such statute or regulation on the Contemplated Transactions.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Majesco), Joinder Agreement (Forum Merger III Corp), Agreement and Plan of Merger (Verifone Systems, Inc.)
Takeover Statutes. If any Takeover Statute is or may become applicable to the Contemplated TransactionsMerger or the other transactions contemplated by this Agreement, each of the Company, the Company Board, Parent and the Parent Board, as applicable, Company and its Board of Directors shall grant such approvals and take such actions as are necessary so that the Contemplated Transactions such transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement or by the Merger and otherwise act to eliminate or minimize the effects of such statute or regulation on the Contemplated Transactionssuch transactions.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Detroit Edison Co), Agreement and Plan of Merger (MCN Energy Group Inc), Agreement and Plan of Merger (Dte Energy Co)
Takeover Statutes. If any Takeover Statute is or may become ----------------- applicable to the Contemplated TransactionsMerger or the other transactions contemplated by this Agreement, each of the Company, the Company Board, Parent and the Parent Board, as applicable, Company and their respective Boards of Directors shall grant such approvals and take such lawful actions as are necessary so to ensure that the Contemplated Transactions such transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise act to eliminate or minimize the effects of such statute or regulation and any regulations promulgated thereunder on the Contemplated Transactionssuch transactions.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Kana Communications Inc), Agreement and Plan of Merger (Verisign Inc/Ca), Voting Agreement (Broadbase Software Inc)
Takeover Statutes. If any Takeover Statute is or may shall become applicable to the Contemplated Transactionstransactions contemplated hereby, each of the Company, the Company Board, Parent and Merger Subsidiary and the Parent Boardrespective members of their boards of directors shall, as applicableto the extent permitted by Applicable Law, shall use reasonable best efforts to grant such approvals and take such actions as are necessary so that the Contemplated Transactions transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement herein and otherwise act to eliminate or minimize the effects of such statute or regulation Takeover Statute on the Contemplated Transactionstransactions contemplated hereby.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Longs Drug Stores Corp), Agreement and Plan of Merger (Catapult Communications Corp), Agreement and Plan of Merger (CVS Caremark Corp)
Takeover Statutes. If any “fair price”, “moratorium”, “control share acquisition” or other similar anti-takeover statute or regulation (each, a “Takeover Statute Statute”) is or may become applicable to the Contemplated Transactions, each of the Company, the Company Board, and Parent and the Company Board and Parent Board, as applicablerespectively, shall grant such approvals and take such actions as are necessary and legally permissible so that the Contemplated Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise act to eliminate or minimize the effects of such statute or regulation on the Contemplated Transactions.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Patterson Uti Energy Inc), Agreement and Plan of Merger (Nextier Oilfield Solutions Inc.), Agreement and Plan of Merger (Patterson Uti Energy Inc)
Takeover Statutes. If any Takeover Statute is or may reasonably become or is or may reasonably be deemed applicable to the Contemplated Transactionstransactions contemplated by this Agreement, each of the Company, the Company Board, Parent and the Parent Board, as applicablerespectively, shall to the extent permitted by applicable Law, use reasonable best efforts to grant such approvals and take such actions as are reasonably necessary or advisable so that the Contemplated Transactions such transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise act to eliminate or minimize the effects of any such statute or regulation Takeover Statutes on the Contemplated Transactionstransactions contemplated by this Agreement.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Benefitfocus, Inc.), Agreement and Plan of Merger (Benefitfocus, Inc.), Agreement and Plan of Merger (Voya Financial, Inc.)
Takeover Statutes. If any Takeover Statute is or may become applicable to the Contemplated Transactions, each of the CompanyParent, Merger Sub, the Company Board, Parent and the Parent Boardmembers of their respective boards of directors shall, as applicableto the fullest extent practicable, shall grant such approvals and take such actions as are necessary so that the Contemplated Transactions such transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise act to eliminate or minimize the effects of such statute or regulation on the Contemplated Transactionssuch transactions.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Pacer International Inc), Agreement and Plan of Merger (XPO Logistics, Inc.), Agreement and Plan of Merger (Con-Way Inc.)
Takeover Statutes. If any Takeover Statute is or may become applicable to the Contemplated TransactionsMerger or the other transactions contemplated by this Agreement, each of the Company, the Company Board, Parent and the Parent Board, as applicable, Company and their respective Boards of Directors shall grant such approvals and take such lawful actions as are necessary so to ensure that the Contemplated Transactions such transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise act to eliminate or minimize the effects of such statute or regulation Takeover Statute and any regulations promulgated thereunder on the Contemplated Transactionssuch transactions.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Eclipsys Corp), Agreement and Plan of Merger (Neoforma Com Inc), Agreement and Plan of Merger (Eclipsys Corp)
Takeover Statutes. If any Takeover Statute is or may become applicable to the Contemplated TransactionsMerger or the other transactions contemplated by this Agreement, each of the Company, the Company Board, Parent and the Parent Board, as applicable, Company and their respective Boards of Directors shall grant such approvals and take such actions as are necessary so that the Contemplated Transactions such transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise act to eliminate or minimize the effects of such statute or regulation on the Contemplated Transactionssuch transactions.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Scopus Video Networks Ltd.), Agreement and Plan of Merger (Harmonic Inc), Agreement and Plan of Merger (Scopus Video Networks Ltd.)
Takeover Statutes. If any Takeover Statute is or may become applicable to the Contemplated TransactionsMerger or the other transactions contemplated hereby, each of the Company, the Company Board, Parent and the Parent Board, as applicable, Buyers and its respective board of directors or similar body shall grant such approvals and take such actions as are necessary so that the Contemplated Transactions such transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise act to eliminate or minimize the effects of such statute or regulation on the Contemplated Transactionssuch transactions.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Three Cities Fund Ii Lp), Agreement and Plan of Merger (Three Cities Fund Ii Lp), Agreement and Plan of Merger (Three Cities Fund Ii Lp)
Takeover Statutes. If any Takeover Statute is or may become applicable to the Contemplated TransactionsMerger or the other transactions contemplated by this Agreement, each of Parent and the Company, Company and the Parent Board and the Company Board, Parent and the Parent Board, as applicablerespectively, shall grant such approvals and take such actions as are necessary so that the Contemplated Transactions such transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise act to eliminate or minimize the effects of such statute or regulation on the Contemplated Transactionssuch transactions.
Appears in 3 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Spectra Energy Corp.), Agreement and Plan of Merger (Destination Maternity Corp)
Takeover Statutes. If any Takeover Statute is, becomes or is or may become deemed applicable to the Contemplated Transactions, each of the Company, the Company Board, Parent and the Parent Board, as applicable, Company Board shall grant such approvals and shall use commercially reasonable efforts to take such actions as are necessary and advisable so that the Contemplated Transactions such transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise act to eliminate or minimize the effects of any such statute or regulation on the Contemplated TransactionsTakeover Statutes.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Collectors Universe Inc), Agreement and Plan of Merger (Cards Acquisition Inc.), Amended and Restated Agreement and Plan of Merger (Collectors Universe Inc)
Takeover Statutes. If any Takeover Statute is or may become applicable to the Contemplated Offer, the Merger or the other Transactions, each of the Company, the Company Board, Parent and the Parent Board, as applicable, Company Board shall grant such approvals and take such actions as are necessary so that the Contemplated such Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise act to eliminate or minimize the effects of such statute or regulation on the Contemplated such Transactions.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Mitsubishi Ufj Financial Group Inc), Agreement and Plan of Merger (Bank of Tokyo - Mitsubishi Ufj, LTD), Agreement and Plan of Merger (Unionbancal Corp)
Takeover Statutes. If any Takeover Statute is or may become ----------------- applicable to the Contemplated Transactions, each of the Company, the Company Board, Parent and the Parent Board, as applicable, Company and its board of directors shall grant such approvals and take such actions as are reasonably necessary so that the Contemplated Transactions such transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement or by the Merger and otherwise act to eliminate or minimize the effects of such statute or regulation on the Contemplated Transactionssuch transactions.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Ohm Corp), Agreement and Plan of Merger (International Technology Corp), Agreement and Plan of Merger (Ohm Corp)
Takeover Statutes. If any Takeover Statute is or may become applicable to the Contemplated TransactionsTransactions after the date of this Agreement, each Parent, the board of the Companydirectors of Parent, the Company Board, Parent and the Parent Board, as applicable, board of directors of the Company shall each use its respective reasonable best efforts to grant such approvals and take such actions as are reasonably necessary so that the Contemplated Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise act to eliminate or minimize minimize, to the extent possible, the effects of such statute or regulation on the Contemplated Transactions.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Kaydon Corp), Agreement and Plan of Merger (Steinway Musical Instruments Inc), Agreement and Plan of Merger (Steinway Musical Instruments Inc)
Takeover Statutes. If any Takeover Statute is may become, or may become purport to be, applicable to this Agreement, the Contemplated TransactionsMergers or any other transactions contemplated by this Agreement, each of the Company, the Company Board, and Parent and the Parent Board, as applicable, shall grant such approvals and take such actions as are reasonably necessary so that the Contemplated Transactions 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 effects of such statute or regulation Takeover Statute on the Contemplated Transactionstransactions contemplated hereby.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Synnex Corp), Agreement and Plan of Merger (Synnex Corp), Agreement and Plan of Merger (Convergys Corp)
Takeover Statutes. If any Takeover Statute “fair price”, “moratorium”, “control share acquisition” or other similar anti-takeover statute or regulation is or may become applicable to the Contemplated Transactions, each of the Company, the Company Board, Parent and the Partnership and the Parent Board and the Partnership Board, as applicablerespectively, shall grant such approvals and use reasonable best efforts to take such actions as are necessary so that the Contemplated Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise act to eliminate or minimize the effects of such statute or regulation on the Contemplated Transactions.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Enbridge Energy Partners Lp), Agreement and Plan of Merger (Enbridge Inc), Agreement and Plan of Merger (Enbridge Inc)
Takeover Statutes. If any Takeover Statute is or may become applicable to the Contemplated TransactionsMerger or the other transactions contemplated by this Agreement, each of the Company, the Company Board, Parent and the Parent Board, as applicable, Company and their respective Boards of Directors shall grant such approvals and take such lawful actions as are necessary so that the Contemplated Transactions such transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement or by the Merger and otherwise act to eliminate or minimize the effects of such statute or regulation statute, and any regulations promulgated thereunder, on the Contemplated Transactionssuch transactions. 6.12.
Appears in 2 contracts
Samples: Annex B Agreement and Plan of Merger (Chips & Technologies Inc), 1 Agreement and Plan of Merger (Intel Corp)
Takeover Statutes. If any Takeover Statute is or may become applicable to the Contemplated TransactionsMerger or the other transactions contemplated by this Agreement, each of Parent and the Company, Company and the Parent Board and the Company Board, Parent and the Parent Board, as applicablerespectively, shall grant such approvals and take such actions as are necessary so that the Contemplated Transactions such transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement Agreement, as the case may be, and otherwise act to eliminate or minimize the effects of such statute or regulation on the Contemplated Transactionssuch transactions.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (B. Riley Financial, Inc.), Agreement and Plan of Merger (FBR & Co.)
Takeover Statutes. If any Takeover Statute is, becomes or is or may become deemed applicable to the Contemplated Transactions, each of the Company, transactions contemplated by this Agreement the Company Board, Parent and the Parent Board, as applicable, Company Board shall grant such approvals and shall take such actions as are reasonably necessary and advisable so that the Contemplated Transactions such transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise act to eliminate or minimize the effects of any such statute or regulation on the Contemplated TransactionsTakeover Statutes.
Appears in 2 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (United Rentals, Inc.)
Takeover Statutes. If any Takeover Statute is or may become applicable to the Contemplated TransactionsMerger or the other transactions contemplated by this Agreement, each of the Company, the Company Board, Parent and the Parent Board, as applicable, Company and the board of directors of the Company shall grant such approvals and take such actions as are reasonably necessary so that the Contemplated Transactions such transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise act to eliminate or minimize (to the greatest extent practicable) the effects of such statute or regulation Takeover Statute on the Contemplated Transactionssuch transactions.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Nv Energy, Inc.), Agreement and Plan of Merger (Midamerican Energy Holdings Co /New/)
Takeover Statutes. If any Takeover Statute is or may become applicable to the Contemplated TransactionsMerger or the other transactions contemplated by this Agreement, each of the CompanyParent, Merger Sub and the Company Board, Parent and the Parent Board, as applicable, its respective board of directors shall grant such approvals and take such actions as are necessary so that the Contemplated Transactions such transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise act to eliminate or minimize the effects of such statute or regulation on the Contemplated Transactionssuch transactions.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (ExlService Holdings, Inc.), Agreement and Plan of Merger (ExlService Holdings, Inc.)
Takeover Statutes. If any Takeover Statute is or may become applicable to the Contemplated Offer, the Merger or the other Transactions, each of the Company, the Company Board, Parent and the Parent Board, as applicable, its board of directors shall grant such approvals and take such actions as are necessary so that the Contemplated such Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise act to eliminate or minimize the effects of such statute or regulation on the Contemplated such Transactions.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Conmed Corp), Agreement and Plan of Merger (Viking Systems Inc)
Takeover Statutes. If any Takeover Statute “fair price”, “moratorium”, “control share acquisition” or other similar anti-takeover statute or regulation is or may become applicable to the Contemplated Transactions, each of Parent and the Company, Company and the Parent Board and the Company Board, Parent and the Parent Board, as applicablerespectively, shall grant such approvals and use reasonable best efforts to take such actions as are necessary so that the Contemplated Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise act to eliminate or minimize the effects of such statute or regulation on the Contemplated Transactions.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Enbridge Energy Management L L C), Agreement and Plan of Merger (Enbridge Inc)
Takeover Statutes. If any Takeover Statute is or may become becomes applicable to the Contemplated Transactionstransactions contemplated by this Agreement, each of the Company, the Company Board, and Parent and the Parent Board, as applicable, members of their respective Boards of Directors shall grant such approvals and shall take such actions as are reasonably necessary and advisable so that the Contemplated Transactions such transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise act to eliminate or minimize the effects of any such statute or regulation Takeover Statutes on the Contemplated Transactionstransactions contemplated hereby.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Hill-Rom Holdings, Inc.), Agreement and Plan of Merger (Baxter International Inc)
Takeover Statutes. If any Takeover Statute is or may become applicable to the Contemplated Company, Parent, Holdco, the Merger Subs or the Transactions, each of Parent and the Company, Company and the Parent Board and the Company Board, Parent and the Parent Board, as applicablerespectively, shall grant such approvals and take such actions as are necessary so that the Contemplated Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise act to eliminate or minimize the effects of such statute or regulation on the Contemplated Transactions.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Golden Nugget Online Gaming, Inc.), Agreement and Plan of Merger (DraftKings Inc.)
Takeover Statutes. If any Takeover Statute is or may become applicable to the Contemplated Transactions, each of the Company, the Company BoardManagers, Parent and the Parent Board, as applicable, shall grant such approvals and take such actions as are necessary so that the Contemplated Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise act to eliminate or minimize the effects of such statute or regulation on the Contemplated Transactions.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (NTN Buzztime Inc), Agreement and Plan of Merger and Reorganization (BioPharmX Corp)
Takeover Statutes. If any Takeover Statute is or may become applicable to the Contemplated TransactionsMerger or any of the other transactions contemplated by this Agreement, each of the Company, the Company Board, Parent and the Parent Board, as applicable, Company and their respective boards of directors shall grant such approvals and take such actions as are necessary so that the Contemplated Transactions such transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement or by the Merger and otherwise use reasonable best efforts to act to eliminate or minimize the effects of such statute or regulation on the Contemplated Transactionssuch transactions.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Talx Corp), Agreement and Plan of Merger (Equifax Inc)
Takeover Statutes. If any Takeover Statute is or may reasonably become or is or may reasonably be deemed applicable to the Contemplated Transactionstransactions contemplated by this -70- Agreement, each of the Company, the Company Board, Parent and the Parent Board, as applicablerespectively, shall to the extent permitted by applicable Law, use reasonable best efforts to grant such approvals and take such actions as are reasonably necessary or advisable so that the Contemplated Transactions such transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise act to eliminate or minimize the effects of any such statute or regulation Takeover Statutes on the Contemplated Transactionstransactions contemplated by this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Voya Financial, Inc.), Agreement and Plan of Merger (Voya Financial, Inc.)
Takeover Statutes. If any Takeover Statute is or may become applicable to the Contemplated Transactions, each of the Company, the Company Board, Parent and the Parent Board, as applicable, Company shall grant take all necessary lawful action to ensure that such approvals and take such actions as are necessary so that the Contemplated Transactions may be consummated as promptly as practicable on the terms contemplated by and subject to the conditions set forth in this Agreement and otherwise act to eliminate or minimize the effects of such statute or regulation on the Contemplated TransactionsTakeover Statute.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Steel Partners Holdings L.P.), Agreement and Plan of Merger (Steel Connect, Inc.)
Takeover Statutes. If any Takeover Statute is or may shall become applicable to the Contemplated TransactionsOffer, the Merger or any other transactions contemplated hereby, each of the Company, the Company Board, and Parent and the Parent Board, as applicable, members of their respective Boards of Directors shall grant such approvals and take such actions as are reasonably necessary so that the Contemplated Transactions transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated by this Agreement hereby, and shall otherwise act to eliminate or minimize the effects of such statute or regulation Takeover Statute on the Contemplated Transactionstransactions contemplated hereby.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Caucuscom Mergerco Corp.), Agreement and Plan of Merger (Metromedia International Group Inc)
Takeover Statutes. If any Takeover Statute is or may become applicable to the Contemplated TransactionsIssuance, each of the CompanyPurchase, the Conversion or the other transactions contemplated by this Agreement, the Company Board, Parent and the Parent Board, as applicable, its board of directors shall grant such approvals and take such actions as are necessary so that the Contemplated Transactions such transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise act to eliminate or minimize the effects of such statute or regulation on the Contemplated Transactionssuch transactions.
Appears in 2 contracts
Samples: Debt Conversion and Purchase and Sale Agreement (Bebe Stores, Inc.), Sale Agreement (B. Riley Financial, Inc.)
Takeover Statutes. If any Takeover Statute is or may become applicable to the Contemplated TransactionsMerger or any of the Transactions after the date of this Agreement, each of Parent, the Companyboard of directors of Parent, the Company Board, Parent and the Parent Board, as applicable, Company Board shall use its respective commercially reasonable efforts to grant such approvals and take such actions as are reasonably necessary so that the Contemplated Transactions such Transaction may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise act to eliminate or minimize minimize, to the extent possible, the effects of such statute or regulation on the Contemplated Transactionssuch Transaction.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Chindex International Inc), Agreement and Plan of Merger (Chindex International Inc)
Takeover Statutes. If any Takeover Statute is or may become applicable to the Contemplated Transactions, each of the Company, the Company Board, Parent and the Parent Board, as applicable, shall grant such approvals and take such actions as are necessary so that the Contemplated Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise act to eliminate or minimize the effects of such statute or regulation on the Contemplated Transactions.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Rada Electronic Industries LTD), Agreement and Plan of Merger (Leonardo DRS, Inc.)
Takeover Statutes. If any Takeover Statute or any takeover provision in the Company’s certificate of incorporation or bylaws is or may become applicable to this Agreement (including the Contemplated TransactionsMerger or the other transactions contemplated by this Agreement), each of the Company, the Company Board, Parent and the Parent Board, as applicable, Company and their respective boards of directors shall promptly grant such approvals and take such actions as are necessary so that the Contemplated Transactions such transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise promptly act to eliminate or minimize the effects of such statute Takeover Statute, regulation or regulation provision on the Contemplated Transactionssuch transactions.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Altria Group, Inc.), Agreement and Plan of Merger (Ust Inc)
Takeover Statutes. If any Takeover Statute is or may become applicable to the Contemplated Transactionstransactions contemplated by this Agreement, each of Parent and the Company, the Company Board, Parent respective members of their boards of directors and the Parent Board, as applicable, Special Committee shall grant such approvals and take such actions as are necessary so that the Contemplated Transactions such transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and shall use their reasonable best efforts to otherwise act to eliminate or minimize the effects of such statute or regulation Takeover Statute on the Contemplated Transactionssuch transactions.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (AeroGrow International, Inc.), Agreement and Plan of Merger (SMG Growing Media, Inc.)
Takeover Statutes. If any Takeover Statute takeover statute is or may become applicable ----------------- to the Contemplated TransactionsMerger or the other transactions contemplated by this Agreement, each of the Company, the Company Board, Parent and the Parent Board, as applicable, Company and their respective Boards of Directors shall grant such approvals and take such lawful actions as are necessary so to ensure that the Contemplated Transactions such transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise act to eliminate or minimize the effects of such statute or regulation and any regulations promulgated thereunder on the Contemplated Transactionssuch transactions.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Onsale Inc), Agreement and Plan of Merger (Egghead Com Inc)
Takeover Statutes. If any Takeover Statute is or may become ----------------- applicable to the Contemplated TransactionsOffer, the Merger or the other transactions contemplated by this Agreement, each of the Company, the Company Board, Parent and the Parent Board, as applicable, Company and their respective Boards of Directors shall grant such approvals and take such lawful actions as are necessary so to ensure that the Contemplated Transactions such transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise act to eliminate or minimize the effects of such statute or regulation and any regulations promulgated thereunder on the Contemplated Transactionssuch transactions.
Appears in 2 contracts
Samples: Agreement and Plan (Oracle Corp /De/), Agreement and Plan of Merger (CSW Acquisition Corp)
Takeover Statutes. If any Takeover Statute is, becomes or is or may become deemed applicable to the Contemplated Transactions, each of the Companytransactions contemplated by this Agreement, the Company Board, Parent and the Parent Board, as applicable, Company Board shall grant such approvals and shall take such actions as are necessary and advisable so that the Contemplated Transactions such transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise act to eliminate or minimize the effects of any such statute or regulation on the Contemplated TransactionsTakeover Statutes.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Change Healthcare Inc.), Agreement and Plan of Merger (LHC Group, Inc)
Takeover Statutes. If any Takeover Statute is or may become applicable to the Contemplated TransactionsMerger or the other transactions contemplated by this Agreement, each of the CompanyParent, Merger Sub, the Company Board, Parent and the Parent Board, as applicable, their respective boards of directors shall grant such reasonable approvals and take such reasonable actions as are necessary so that the Contemplated Transactions such transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise act to eliminate or minimize the effects of such statute or regulation on the Contemplated Transactionssuch transactions.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Sparton Corp), Agreement and Plan of Merger (Sparton Corp)
Takeover Statutes. If any Takeover Statute is or may become applicable to the Contemplated Transactions, each Merger or any of the Companyother transactions contemplated by this Agreement, Parent, the board of directors of Parent, the Company Board, Parent and the Parent Board, as applicable, Company Board shall each use its respective reasonable best efforts to grant such approvals and take such actions as are reasonably necessary so that the Contemplated Transactions such transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise act to eliminate or minimize minimize, to the extent possible, the effects of such statute or regulation Takeover Statute on the Contemplated TransactionsMerger or any of the other transactions contemplated by this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Team Health Holdings Inc.), Agreement and Plan of Merger (IPC Healthcare, Inc.)
Takeover Statutes. If Subject to Section 6.4, if any Takeover Statute is or may become applicable to the Contemplated Transactionstransactions contemplated by this Agreement, each of the Company, the Company Board, and Parent and the Parent Boardtheir respective Board of Directors shall, as applicablesubject to applicable Law, shall grant such any approvals and take such any actions as are necessary so that the Contemplated Transactions transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement Agreement, and otherwise act to eliminate or minimize the effects of such statute or regulation any Takeover Statute on the Contemplated Transactionsthese transactions.
Appears in 2 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Reebok International LTD)
Takeover Statutes. If any Takeover Statute is or may become applicable to the Contemplated Transactions, each Each of the Company, the Company BoardParent, Parent Merger Sub and the Parent Board, as applicable, their respective boards of directors shall grant such approvals and take such actions as are necessary so that the Contemplated Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement hereby and otherwise act to eliminate render the restrictions of any Takeover Statutes that become or minimize are deemed to be applicable to the effects of such statute Company, Parent, Merger Sub or regulation on the Contemplated Transactions, to be inapplicable to the foregoing.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Alleghany Corp /De), Agreement and Plan of Merger
Takeover Statutes. If any Takeover Statute is or may become applicable to the Contemplated Transactions, then, prior to the Closing, each of the Company, the Company Board, Parent and the Parent Board, as applicable, shall grant such approvals and take such actions as are necessary so that the Contemplated Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise shall act to eliminate or minimize the effects of such statute or regulation on the Contemplated Transactions.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Leap Therapeutics, Inc.)
Takeover Statutes. If any Takeover Statute is or may become applicable to the Contemplated Transactions, each of the Company, the Company Board, Parent and the Parent Board, as applicable, its board of directors shall grant such approvals and take such actions as are necessary so that the Contemplated Transactions may shall be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise act to eliminate or minimize the effects of such statute or regulation on the Contemplated Transactions.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (TrueCar, Inc.)
Takeover Statutes. If any Takeover Statute takeover statute is or may become applicable to the Contemplated TransactionsMerger or the other transactions contemplated by this Agreement, each of the Company, the Company Board, and Parent and the Parent Boardtheir respective boards of directors shall, as applicablesubject to applicable Law, shall grant such approvals and use their best reasonable efforts to take such actions as are necessary so that the Contemplated Transactions such transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise act to eliminate or minimize the effects of such takeover statute or regulation on the Contemplated Transactionssuch transactions.
Appears in 1 contract
Takeover Statutes. If any Takeover Statute is or may become applicable to the Contemplated Transactionstransactions contemplated by this Agreement, each of Parent and the Company, Company and the Parent Board and the Company Board, Parent and the Parent Board, as applicablerespectively, shall grant such approvals and take such actions as are reasonably necessary so that the Contemplated Transactions such transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement Agreement, as the case may be, and otherwise act to eliminate or minimize the effects of such statute or regulation on the Contemplated Transactionssuch transactions.
Appears in 1 contract
Takeover Statutes. If any Takeover Statute is, becomes or is or may become deemed applicable to the Contemplated Transactions, each of the Company, the Company Board, Parent and the Parent Board, as applicable, Company Board shall grant such approvals and and, along with Parent, shall take such actions as are reasonably necessary and advisable so that the Contemplated Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise act to eliminate or minimize the effects of any such statute or regulation on the Contemplated TransactionsTakeover Statutes.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Textainer Group Holdings LTD)
Takeover Statutes. If any Takeover Statute is or may become applicable to the Contemplated Transactions, each of the Company, the Company Board, Parent and the Parent Board, as applicable, shall grant such approvals and take such actions as are necessary so that the Contemplated Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise act to eliminate or minimize the effects of such statute or regulation Takeover Statute on the Contemplated Transactions.. 5.14
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Skye Bioscience, Inc.)
Takeover Statutes. If any Takeover Statute is or may become applicable ----------------- to the Contemplated TransactionsMerger or the other transactions contemplated by this Agreement, each of the Company, the Company Board, Parent and the Parent Board, as applicable, Company and their respective Boards of Directors shall grant such 2-45 approvals and take such lawful actions as are necessary so to ensure that the Contemplated Transactions such transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise act to eliminate or minimize the effects of such statute or regulation and any regulations promulgated thereunder on the Contemplated Transactionssuch transactions.
Appears in 1 contract
Takeover Statutes. If any Takeover Statute is, becomes or is or may become deemed applicable to the Contemplated Transactions, each of the Company, the Company Board, Parent and the Parent Board, as applicable, Company Board shall grant such approvals and, along with Public Parent and Parent, shall take such actions as are reasonably necessary and advisable so that the Contemplated Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise act to eliminate or minimize the effects of any such statute or regulation on the Contemplated TransactionsTakeover Statutes.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Triton International LTD)
Takeover Statutes. If any Takeover Statute takeover statute is or may become applicable to the Contemplated TransactionsAmalgamation or any of the Transactions after the date hereof, each of Parent, the Companyboard of directors of Parent, the Company Board, Parent and the Parent Board, as applicable, Company Board shall use its respective commercially reasonable efforts to grant such approvals and take such actions as are reasonably necessary so that the Contemplated Transactions such Transaction may be consummated as promptly as practicable on the terms and subject to the conditions contemplated by this Agreement and otherwise act to eliminate or minimize minimize, to the extent possible, the effects of such statute or regulation on the Contemplated Transactionssuch Transaction.
Appears in 1 contract
Samples: Agreement and Plan of Amalgamation (Global Sources LTD /Bermuda)
Takeover Statutes. If any Takeover Statute is or may become applicable to the Contemplated Merger or the other Transactions, each of the Company, the Company Board, and Parent and the Parent Board, as applicable, members of their respective boards of directors shall grant such approvals and take such actions as are reasonably necessary so that the Contemplated Transactions such transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise act to eliminate or minimize the effects of such statute or regulation Takeover Statute on the Contemplated Transactionssuch transactions.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Chindata Group Holdings LTD)
Takeover Statutes. If any Takeover Statute is or may become applicable to the Contemplated TransactionsTransaction, each of the Company, the Company Board, the Parent and the Parent Board, as applicable, shall grant such approvals and take such actions as are necessary so that the Contemplated Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise act to eliminate or minimize the effects of such statute or regulation on the Contemplated Transactions.
Appears in 1 contract
Samples: Agreement and Plan of Merger (First Wave BioPharma, Inc.)
Takeover Statutes. If any Takeover Statute is or may become becomes applicable to the Contemplated Transactions, then each of the Company, the Company BoardParent, Parent Purchaser, and the Parent Board, as applicable, their respective Boards of Directors shall grant such approvals and take such reasonable actions as are necessary so that the Contemplated Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement hereby and otherwise act to eliminate or minimize render such Takeover Statute inapplicable to the effects of such statute or regulation on the Contemplated Transactionsforegoing.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Acceleron Pharma Inc)
Takeover Statutes. If any Takeover Statute is or may become applicable to the Contemplated Transactionstransactions contemplated by this Agreement or the Transaction Documents, the respective board of directors of each of the Company, the Company Board, Parent and the Parent Board, as applicable, Company shall grant such approvals and take such actions as are necessary so that the Contemplated Transactions transactions contemplated by this Agreement and the Transaction Documents may be consummated as promptly as practicable on the terms contemplated by this Agreement hereby and otherwise act to eliminate or minimize the effects of any such statute or regulation Takeover Statute on any of the Contemplated Transactionstransactions contemplated hereby.
Appears in 1 contract
Takeover Statutes. If any Takeover Statute is or may become applicable to the Contemplated TransactionsMerger or the other transactions contemplated by this Agreement, each of the Company, the Company Board, Parent and the Parent Board, as applicable, Company and its respective board of directors shall grant such approvals and take such actions as are necessary so that the Contemplated Transactions such transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement Agreement, any necessary filings are made and otherwise act to eliminate or minimize the effects of such statute or regulation on the Contemplated Transactionssuch transactions.
Appears in 1 contract
Takeover Statutes. If any Takeover Statute is or may become applicable ----------------- to the Contemplated TransactionsMerger or the other transactions contemplated by this Agreement, each of the Company, the Company Board, Parent and the Parent Board, as applicable, Company and their respective Boards of Directors shall grant such 2.1-45 approvals and take such lawful actions as are necessary so to ensure that the Contemplated Transactions such transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise act to eliminate or minimize the effects of such statute or regulation and any regulations promulgated thereunder on the Contemplated Transactionssuch transactions.
Appears in 1 contract
Takeover Statutes. If any Takeover Statute is or may become applicable to the Contemplated TransactionsMerger or the other transactions contemplated by this Agreement, each of the Company, the Company Board, Parent and the Parent Board, as applicable, Company and their respective Boards of Directors shall grant such approvals and take such lawful actions as are necessary so to ensure that the Contemplated Transactions such transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise act to eliminate or minimize the effects of such statute or regulation and any regulations promulgated thereunder on the Contemplated Transactions.such transactions. EXECUTION COPY
Appears in 1 contract
Takeover Statutes. If any Takeover Statute is or may become applicable to the Contemplated Transactions, each of the Company, the Company Board, Parent Buyer and the Parent Buyer Board, as applicable, shall grant such approvals and take such actions as are necessary so that the Contemplated Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise act to eliminate or minimize the effects of such statute or regulation on the Contemplated Transactions.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Seachange International Inc)
Takeover Statutes. If any Takeover Statute is or may become applicable to the Contemplated Transactionstransactions contemplated hereby, each the board of directors of the Company, the Company Board, Parent and the Parent Boardor Parent, as applicablethe case may be, shall will grant such approvals and take such actions as are necessary so that the Contemplated Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise act to eliminate or minimize the effects of such statute or regulation on the Contemplated Transactions.transactions
Appears in 1 contract
Samples: Plan of Merger (Sonicblue Inc)
Takeover Statutes. If any Takeover Statute is may become, or may become purport to be, applicable to this Agreement or the Contemplated Transactions, each of Parent shall grant, and the Company, Sellers shall grant or shall cause the Company Boardto grant, Parent and the Parent Board, as applicable, shall grant such approvals and take such actions as are reasonably necessary so that the Contemplated Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement hereby and otherwise act to eliminate or minimize the effects of such statute or regulation Takeover Statute on the Contemplated Transactions.
Appears in 1 contract
Samples: Share Purchase and Contribution Agreement (Concentrix Corp)
Takeover Statutes. If any Takeover Statute is or may become ----------------- applicable to any of the Contemplated Transactions, each of the CompanySellers and their respective boards of directors, the Company Boardgeneral partners, Parent and the Parent Boardmanaging members or managing boards, as applicable, shall grant such approvals and take such actions as are necessary so that the Contemplated Transactions such transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement the Transaction Documents, and otherwise act to eliminate or minimize the effects of such statute or regulation on the Contemplated such Transactions.
Appears in 1 contract
Samples: Implementation and Merger Agreement (Pimco Advisors Holdings Lp)
Takeover Statutes. If any Takeover Statute is or may become be come applicable to the Contemplated Transactions, each transactions contemplated hereby after the date of the Company, the Company Boardthis Agreement, Parent and the Parent Board, as applicable, Company shall each use its respective commercially reasonable efforts to grant such approvals and take such actions as are reasonably necessary so that the Contemplated Transactions transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise act to eliminate or minimize minimize, to the extent possible, the effects of such statute or regulation Takeover Statute on the Contemplated Transactionstransactions contemplated hereby.
Appears in 1 contract
Takeover Statutes. If any Takeover Statute is or may become applicable ----------------- to the Contemplated TransactionsMerger or the other transactions contemplated by this Agreement, each of the Company, the Company Board, Parent and the Parent Board, as applicable, Company and their respective Boards of Directors and the Principals shall grant such approvals and take such lawful actions as are necessary so to ensure that the Contemplated Transactions such transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise act to eliminate or minimize the effects of such statute or regulation and any regulations promulgated thereunder on the Contemplated Transactionssuch transactions.
Appears in 1 contract
Takeover Statutes. If any Takeover Statute Law is or may become applicable to the Contemplated Transactions, each of the Company, the Company Board, Parent and the Partnership and the Parent Board and the Partnership Board, as applicablerespectively, shall grant such approvals and use reasonable best efforts to take such actions as are necessary so that the Contemplated Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise act to eliminate or minimize the effects of such statute or regulation on the Contemplated Transactions.
Appears in 1 contract
Takeover Statutes. If any Takeover Statute is or may shall become applicable to the Contemplated Transactions, each any of the CompanyTransactions, the Company Board, Parent and the Parent Board, as applicable, members of the Board of Directors of the Company shall grant such approvals and take such actions as are necessary so that the Contemplated Merger and the other Transactions may be consummated commenced as promptly as practicable on in the terms contemplated by this Agreement hereby and otherwise act to eliminate or minimize the effects of such statute or regulation on in the Contemplated Transactions.Transaction. 6.15
Appears in 1 contract
Takeover Statutes. If any Takeover Statute is or may become applicable to the Contemplated Merger or the other Transactions, each of the Company, the Company Board, and Parent and the Parent Board, as applicable, members of their respective boards of directors shall grant such approvals and take such actions as are reasonably necessary so that the Contemplated Transactions such transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and the CVR Agreement and otherwise act to eliminate or minimize the effects of such statute or regulation Takeover Statute on the Contemplated Transactionssuch transactions.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Gracell Biotechnologies Inc.)
Takeover Statutes. If any Takeover Statute is or may become applicable to as a result of the Contemplated Transactions, each of the Company, the Company Board, Parent and the Parent Board, as applicable, shall grant such approvals and take such actions as are necessary so that the Contemplated Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise act to eliminate or minimize the effects of such statute or regulation on the Contemplated Transactions.
Appears in 1 contract
Takeover Statutes. If any Takeover Statute is or may become applicable to the Contemplated Transactions, each of the Companytransactions contemplated hereby, the Company Board, board of directors (or equivalent body) of Parent and the Parent Board, as applicable, shall will grant such approvals and take such actions as are necessary so that the Contemplated Transactions transactions contemplated by this Agreement and the Ancillary Agreements may be consummated as promptly as practicable on the terms contemplated by this Agreement hereby and otherwise act to eliminate or minimize the effects of such statute or regulation any Takeover Statute on any of the Contemplated Transactionstransactions contemplated hereby.
Appears in 1 contract
Takeover Statutes. If any Takeover Statute is or may similar Law will become applicable to the Contemplated Transactionstransactions contemplated by this Agreement, each of the Company, the Company Board, Merger Sub and Parent and the Parent Board, as applicable, shall their respective board of directors (or equivalent governing body) will grant such approvals and take such actions as are reasonably necessary so that the Contemplated Transactions 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 effects of such statute or regulation on the Contemplated Transactionstransactions contemplated hereby.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Parker Hannifin Corp)
Takeover Statutes. If any Takeover Statute is or may become ----------------- applicable to the Contemplated TransactionsMerger or the other transactions contemplated by this Agreement, each of the Company, the Company Board, Parent and the Parent Board, as applicable, Company and their respective Boards of Directors shall grant such approvals and take such lawful actions as are necessary so to ensure that the Contemplated Transactions such transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise act to eliminate or minimize the effects of such statute or regulation and any regulations promulgated thereunder on the Contemplated Transactionssuch transactions.
Appears in 1 contract
Samples: Exhibit 1 Agreement and Plan of Merger (Oracle Corp /De/)
Takeover Statutes. If any Takeover Statute is or may shall become applicable to the Contemplated Transactions, each of the Company, the Company Boardtransactions contemplated hereby, Parent and the Parent Board, as applicable, Company and their respective Boards of Directors shall use their reasonable best efforts to grant such approvals and to take such other actions as are necessary so that the Contemplated Transactions transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated by this Agreement hereby and shall otherwise act to eliminate or minimize the effects of any such statute or regulation on the Contemplated Transactionstransactions contemplated hereby.
Appears in 1 contract
Takeover Statutes. If any Takeover Statute is or may become applicable to the Contemplated Transactions, each of the Company, the Company Board, Parent and the Parent Board, as applicable, shall grant such approvals and take such actions as are necessary so that the Contemplated Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise act to eliminate or minimize the effects of such statute or regulation on the Contemplated Transactions.. Table of Contents
Appears in 1 contract
Takeover Statutes. If any Takeover Statute is or may become applicable to the Contemplated Transactions, each of the Company, the Company Board, Parent and the Parent BoardParties (including its board of directors or any committees thereof), as applicable, shall grant such approvals and take such actions as are reasonably necessary so that the Contemplated Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise act to eliminate or minimize the effects of such statute or regulation on the Contemplated Transactions.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Conatus Pharmaceuticals Inc.)
Takeover Statutes. If any Takeover Statute or Parent Takeover Statute is or may become applicable to the Contemplated Transactionstransactions contemplated by this Agreement, each of the Company, the Company Board, and its Board of Directors and Parent and the Parent Boardits Supervisory and Executive Boards shall, as applicablesubject to applicable Law, shall grant such any approvals and take such any actions as are necessary so that the Contemplated Transactions transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement Agreement, and otherwise act to eliminate or minimize the effects of such statute any Takeover Statute or regulation Parent Takeover Statute on the Contemplated Transactionsthese transactions.
Appears in 1 contract
Takeover Statutes. If any Takeover Statute takeover statute is or may become applicable to the Contemplated TransactionsMerger or the other transactions contemplated by this Agreement, each of the Company, the Company Board, Parent and the Parent Board, as applicable, Company and their respective Boards of Directors shall grant such approvals and take such lawful actions as are necessary so to ensure that the Contemplated Transactions Merger and such other transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise act to eliminate or minimize the effects of such statute or regulation and any regulations promulgated thereunder on the Contemplated Transactionssuch transactions.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Flextronics International LTD)
Takeover Statutes. If any Takeover Statute is or may become applicable to the Contemplated TransactionsMerger or the other transactions contemplated by this Agreement, each of the CompanyCompany and Parent shall use its reasonable best efforts, the Company Board, Parent and the Parent Board, as applicable, members of their respective boards of directors shall grant such approvals and approvals, to take such actions as are necessary so that the Contemplated Transactions such transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise act to eliminate or minimize the effects of such statute or regulation on the Contemplated Transactionssuch transactions.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Zhangmen Education Inc.)
Takeover Statutes. If any Takeover Statute is or may become applicable to the Contemplated Transactionstransactions contemplated by this Agreement, each of Parent and the Company, the Company Board, Parent and the Parent Board, as applicablerespective members of their boards of directors, shall grant such approvals and take such actions as are necessary so that the Contemplated Transactions such transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and shall use their reasonable best efforts to otherwise act to eliminate or minimize the effects of such statute or regulation on the Contemplated Transactionssuch transactions.
Appears in 1 contract
Samples: Merger Agreement
Takeover Statutes. If any Takeover Statute is or may ----------------- become applicable to the Contemplated Transactions, each Combination or any of the Companyother transactions contemplated by this Agreement, the Company Board, Parent and the Parent Board, as applicable, Company Board shall promptly grant such approvals and take such lawful actions as are necessary so that the Contemplated Transactions such transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement or by the Combination, and otherwise act to eliminate or minimize the effects of such statute or regulation statute, and any regulations promulgated thereunder, on the Contemplated Transactionssuch transactions.
Appears in 1 contract
Samples: Agreement and Plan of Contribution and Merger (Excalibur Technologies Corp)
Takeover Statutes. If any Takeover Statute is or may "takeover" statute shall become applicable to the Contemplated Transactionstransactions contemplated hereby, each of the Company, the Company Boardmembers of the Board of Directors of the Company, Parent and the Parent BoardBoard of Directors of Parent, as applicablesubject to fiduciary duties, shall grant such approvals and take such actions as are necessary so such that the Contemplated Transactions 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 effects of such takeover statute or regulation on the Contemplated Transactionstransactions contemplated hereby.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Gemstar International Group LTD)
Takeover Statutes. If any Takeover Statute is takeover law may become, or may become purport to be, applicable to the Contemplated Transactions, each of the Sellers, Company, the Company Board, Parent Forum and the Parent Board, as applicable, Purchaser shall grant such approvals and take such actions as are reasonably necessary so that the Contemplated Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement hereby and otherwise act to eliminate or minimize the effects of such statute or regulation on the Contemplated Transactionstransactions contemplated hereby.
Appears in 1 contract
Samples: Stock Purchase Agreement (Forum Energy Technologies, Inc.)
Takeover Statutes. If any Takeover Statute is or may become becomes applicable to any of the Contemplated Transactions, each of the Company, the Company Board, Parent and the Parent Board, as applicable, shall Company will use its reasonable best efforts to grant such approvals and take such actions as are necessary so that the Contemplated Transactions may be consummated as promptly as practicable on the terms and conditions contemplated by this Agreement hereby and otherwise to act to eliminate or minimize to the effects extent practicable the effect of such statute or regulation any Takeover Statute on any of the Contemplated Transactions.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Calamos Asset Management, Inc. /DE/)
Takeover Statutes. If any Takeover Statute is or may become applicable to the Contemplated Transactions, each of the Company, Company and the Company Board, Parent and the Parent Board, as applicablerespectively, shall grant such approvals and take such actions as are necessary and legally permissible so that the Contemplated Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise act to eliminate or minimize the effects of such statute or regulation on the Contemplated Transactions.
Appears in 1 contract
