Common use of Takeover Statutes Clause in Contracts

Takeover Statutes. If any “control share acquisition,” “fair price,” “moratorium” or other antitakeover or similar statute or regulation shall become applicable to the transactions contemplated by this Agreement, each of the Company, Parent and Merger Subsidiary and the respective members of their boards of directors shall, to the extent permitted by Applicable Law, use reasonable best efforts to grant such approvals and to take such actions as are reasonably necessary so that the transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated herein and otherwise to take all such other actions as are reasonably necessary to eliminate or minimize the effects of any such statute or regulation on the transactions contemplated hereby.

Appears in 12 contracts

Samples: Agreement and Plan of Merger (SS&C Technologies Holdings Inc), Agreement and Plan of Merger (Fei Co), Agreement and Plan of Merger (Arthrocare Corp)

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Takeover Statutes. If any “control share acquisition,” “fair price,” “moratorium” or other antitakeover or similar statute or regulation shall become applicable to the transactions contemplated by this Agreement, each of the Company, Parent and Merger Subsidiary Sub and the respective members of their boards of directors shall, to the extent permitted by Applicable Law, use reasonable best efforts to grant such approvals and to take such actions as are reasonably necessary so that the transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated herein and otherwise to take all such other actions as are reasonably necessary to eliminate or minimize the effects of any such statute or regulation on the transactions contemplated hereby.

Appears in 8 contracts

Samples: Agreement and Plan of Merger (Denbury Inc), Agreement and Plan of Merger (Sovos Brands, Inc.), Agreement and Plan of Merger (Santander Consumer USA Holdings Inc.)

Takeover Statutes. If any The Company shall, to the extent permitted by Applicable Law, use its reasonable best efforts (a) to take all actions necessary so that no “control share acquisition,” “fair price,” “moratorium” or other antitakeover or similar statute or regulation shall become becomes applicable to the transactions contemplated by this Agreement and (b) if any such antitakeover or similar statute or regulation becomes applicable to the transactions contemplated by this Agreement, each of the Company, Parent and Merger Subsidiary and the respective members of their boards of directors shall, to the extent permitted by Applicable Law, use reasonable best efforts to grant such approvals and to take such all actions as are reasonably necessary so that the transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated herein and otherwise to take all such other actions as are reasonably necessary to eliminate or minimize the effects of any such statute or regulation on the transactions contemplated hereby.

Appears in 6 contracts

Samples: Agreement and Plan of Merger (Measurement Specialties Inc), Agreement and Plan of Merger (TE Connectivity Ltd.), Agreement and Plan of Merger (Shire Pharmaceutical Holdings Ireland Ltd.)

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

Appears in 5 contracts

Samples: Agreement and Plan of Merger (Cypress Bioscience Inc), Agreement and Plan of Merger (Ramius Value & Opportunity LLC), Agreement and Plan of Merger (RP Management, LLC)

Takeover Statutes. If any “control share acquisition,” “fair price,” “moratorium” or other antitakeover or similar statute or regulation shall become applicable to the transactions contemplated by this Agreement, each of the Company, Parent and Merger Subsidiary MergerSub and the respective members of their boards of directors shall, to the extent permitted by Applicable Law, use reasonable best efforts to grant such approvals and to take such actions as are reasonably necessary so that the transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated herein and otherwise to take all such other actions as are reasonably necessary to eliminate or minimize the effects of any such statute or regulation on the transactions contemplated hereby.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Goldman Sachs Group Inc), Agreement and Plan of Merger (Ebix Inc), Agreement and Plan of Merger (Rennes Fondation)

Takeover Statutes. If any “control share acquisition,” “fair price,” “moratorium” or other antitakeover or similar statute or regulation Takeover Statute shall become applicable to the transactions contemplated by this Agreement, each of the Company, Parent and Merger Subsidiary and the respective members of their boards of directors shall, to the extent permitted by Applicable Law, use reasonable best efforts to grant such approvals and to take such actions as are reasonably necessary so that the transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated herein and otherwise to take all such other actions as are reasonably necessary to eliminate or minimize the effects of any such statute or regulation on the transactions contemplated hereby.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Ingram Micro Inc), Agreement and Plan of Merger (inContact, Inc.), Agreement and Plan of Merger (LiveVox Holdings, Inc.)

Takeover Statutes. If any “control share acquisition,” “fair price,” “moratorium,” “control share acquisition” or other antitakeover or similar anti-takeover statute or regulation shall become applicable to the transactions Transactions contemplated by this Agreementhereby, each of the Company, Parent and Merger Subsidiary Sub and the respective members of their boards of directors shall, to the extent permitted by Applicable applicable Law, use commercially reasonable best efforts to grant such approvals and to take such actions as are reasonably necessary so that the transactions Transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated herein and otherwise to take all such other actions as are reasonably necessary act to eliminate or minimize the effects of any such statute or regulation on the transactions Transactions contemplated hereby.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Mueller Industries Inc), Agreement and Plan of Merger (Tecumseh Products Co), Agreement and Plan of Merger (Tecumseh Products Co)

Takeover Statutes. If None of the Company, the Company’s Subsidiaries, the Board of Directors or the Special Committee or Parent or Merger Sub shall take any “control share acquisition,” “fair price,” “moratorium” or other antitakeover or similar statute or regulation shall become action that would result in any Anti-Takeover Laws becoming applicable to the transactions contemplated by this Agreement, or the transactions contemplated hereby and, if any Anti-Takeover Law is or becomes applicable to the Merger, each of the Company, Parent and Merger Subsidiary Sub and the respective members of their boards of directors shall, to the extent permitted by Applicable Law, use reasonable best efforts to grant such approvals and to take such actions as are reasonably necessary so that the transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated herein and otherwise to take all such other actions as are reasonably necessary to eliminate or minimize the effects of any such statute or regulation on the transactions contemplated hereby.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Sokol David L), Agreement and Plan of Merger (Washington Dennis R), Agreement and Plan of Merger (Atlas Corp.)

Takeover Statutes. If any “control share acquisition,” “fair price,” “moratorium” or other antitakeover or similar statute or regulation shall become applicable to the transactions contemplated by this Agreement, each of the Company, Parent and Merger Subsidiary Sub and the respective members of their boards of directors or board of managers (as applicable) shall, to the extent permitted by Applicable Law, use reasonable best efforts to grant such approvals and to take such actions as are reasonably necessary so that the transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated herein and otherwise to take all such other actions as are reasonably necessary to eliminate or minimize the effects of any such statute or regulation on the transactions contemplated hereby.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Pioneer Natural Resources Co), Agreement and Plan of Merger (Exxon Mobil Corp), Agreement and Plan of Merger (Pioneer Natural Resources Co)

Takeover Statutes. If any “control share acquisition,” “fair price,” “moratorium” or other antitakeover or similar statute or regulation Takeover Statute shall become applicable to the transactions contemplated by this Agreement, each of the Company, Parent and Merger Subsidiary and the respective members of their boards of directors shall, to the extent permitted by Applicable Law, use reasonable best efforts to grant such approvals and to take such actions as are reasonably necessary so that the transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated herein and otherwise to take all such other actions as are reasonably necessary to eliminate or minimize the effects of any such statute or regulation Takeover Statute on the transactions contemplated hereby.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Juniper Networks Inc), Agreement and Plan of Merger (Aveo Pharmaceuticals, Inc.), Agreement and Plan of Merger (Hewlett Packard Enterprise Co)

Takeover Statutes. If any “control share acquisition,” “fair price,” “moratorium” or other antitakeover or similar statute or regulation shall become applicable to the transactions contemplated by this Agreement, each of the Company, Parent and Merger Subsidiary Sub and the respective members of their boards of directors shall, to the extent permitted by Applicable Law, use commercially reasonable best efforts to grant such approvals and to take such actions as are reasonably necessary so that the transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated herein and otherwise to take all such other actions as are reasonably necessary to eliminate or minimize the effects of any such statute or regulation on the transactions contemplated hereby.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (AdvancePierre Foods Holdings, Inc.), Agreement and Plan of Merger (Tyson Foods Inc)

Takeover Statutes. If any “business combination,” “control share acquisition,” “fair price,” “moratorium” or other antitakeover takeover or similar anti-takeover statute is or regulation shall may become applicable to the transactions contemplated Merger or the other Transactions (other than arising out of or resulting from a breach by this AgreementParent or Merger Sub of Section 5.14(b)), each of the Company, Parent and Merger Subsidiary Company and the respective members of their boards of directors shallCompany Board will, to the maximum extent permitted by Applicable Lawapplicable Laws, use reasonable best efforts to grant such approvals and to take all such actions as are necessary or reasonably necessary requested by Parent or its Affiliates so that the transactions contemplated by this Agreement Merger and the other Transactions may be consummated as promptly as practicable on the terms contemplated herein by this Agreement and otherwise to take all such other actions as are reasonably necessary act to eliminate or minimize the effects of any such statute or regulation on the transactions contemplated herebyMerger or the other Transactions.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (KBS Strategic Opportunity REIT, Inc.), Agreement and Plan of Merger (Reven Housing REIT, Inc.)

Takeover Statutes. If any “control share acquisition,” “fair price,” “moratorium” or other antitakeover or similar statute statute, regulation or regulation Company Charter provision shall become applicable to the transactions contemplated by this Agreement, each of the Company, Parent and Merger Subsidiary Sub and the respective members of their boards of directors shall, to the extent permitted by Applicable Law, use commercially reasonable best efforts to grant such approvals approvals, if any, and to take such actions as are reasonably necessary so that the transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated herein and otherwise to take all such other actions as are reasonably necessary to eliminate or minimize the effects of any such statute statute, regulation or regulation Company Charter provision on the transactions contemplated hereby.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (FTS International, Inc.), Agreement and Plan of Merger (ProFrac Holding Corp.)

Takeover Statutes. If any “control share acquisition,” “fair price,” “moratorium” or other antitakeover or similar statute or regulation shall become applicable to the transactions contemplated by this AgreementAgreement or the Tender and Voting Agreements, each of the Company, Parent and Merger Subsidiary Company and the respective members Board of their boards of directors Directors shall, to the fullest extent permitted by Applicable Law, use reasonable best efforts to grant such approvals and to take all such actions as are reasonably necessary so that the transactions contemplated by this Agreement and the Tender and Voting Agreements may be consummated as promptly as practicable on the terms contemplated herein and otherwise to take all such other actions as are reasonably necessary to eliminate or minimize the effects of any such statute or regulation on the transactions contemplated hereby.

Appears in 2 contracts

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

Takeover Statutes. If any “control share acquisition,” “fair price,” “business combination,” “moratorium” or other antitakeover or similar statute law or regulation is or shall become applicable to the transactions contemplated by this AgreementAgreement (including the Offer, the Merger and the Top-Up Option) or the Tender and Voting Agreements, each of the Company, Parent and Merger Subsidiary and the respective members of their boards of directors shall, to the extent permitted by Applicable Law, use reasonable best efforts to grant such approvals and to take such all necessary actions as are reasonably necessary so that the transactions contemplated by this Agreement and the Tender and Voting Agreements may be consummated as promptly as practicable on the terms contemplated herein and otherwise to take all such other actions as are reasonably necessary to eliminate or minimize the effects of any such statute or regulation on the transactions contemplated hereby.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (DG FastChannel, Inc), Agreement and Plan of Merger (MediaMind Technologies Inc.)

Takeover Statutes. If any “control share acquisition,” “fair price,” “moratorium” or other antitakeover or similar statute or regulation shall become applicable to the transactions contemplated by this Agreement, each of the Company, Parent and Merger Subsidiary Sub and the respective members of their boards of directors shall, to the extent permitted by Applicable applicable Law, use reasonable best efforts to grant such approvals and to take such actions as are reasonably necessary so that the transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated herein and otherwise to take all such other actions as are reasonably necessary to eliminate or minimize the effects of any such statute or regulation on the transactions contemplated hereby.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (SS&C Technologies Holdings Inc), Agreement and Plan of Merger (DST Systems Inc)

Takeover Statutes. If any “control share acquisition,” “fair price,” “moratorium” or other antitakeover anti-takeover or similar statute or regulation shall become applicable to the transactions contemplated by this Agreement, each of the Company, Parent Dish and Merger Subsidiary Soap and the respective members of their boards of directors shall, to the extent permitted by Applicable Law, use reasonable best efforts to grant such approvals and to take such actions as are reasonably necessary so that the transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated herein and otherwise to take all such other actions as are reasonably necessary to eliminate or minimize the effects of any such statute or regulation on the transactions contemplated hereby.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Sealed Air Corp/De), Agreement and Plan of Merger (Diversey Holdings, Inc.)

Takeover Statutes. If any limitations on business combinations contained in any restrictive provision of any "fair price," "moratorium," "control share acquisition,” “fair price,” “moratorium” " "interested stockholder" or other antitakeover or similar anti-takeover statute or regulation shall (a "Takeover Statute") is or may become applicable to the Merger or the other transactions contemplated by this Agreement, each the Company and the board of directors of the Company, Parent Company shall grant all approvals and Merger Subsidiary and the respective members of use their boards of directors shall, to the extent permitted by Applicable Law, use reasonable best efforts to grant such approvals and to take such all actions as are reasonably necessary so that the such transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated herein by this Agreement and otherwise to take all such other actions as are reasonably necessary act to eliminate or minimize the effects of any such statute or regulation Takeover Statute on the transactions contemplated herebysuch transactions.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Thomas Pharmaceuticals, Ltd.), Agreement and Plan of Merger (Ivoice, Inc /De)

Takeover Statutes. If any “control share acquisition,” “fair price,” “moratorium” or other antitakeover or similar statute or regulation shall become applicable to the transactions contemplated by this Agreement, each of the Company, Parent and Merger Subsidiary Sub and the respective members of their boards of directors shall, to the extent permitted by Applicable Law, use commercially reasonable best efforts to grant such approvals and to take such actions as are reasonably necessary so that the transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated herein and otherwise to take all such other actions as are reasonably necessary to eliminate or minimize the effects of any such statute or regulation on the transactions contemplated hereby.. ARTICLE 10

Appears in 1 contract

Samples: Agreement and Plan of Merger (Tyson Foods Inc)

Takeover Statutes. If any “control share acquisition,” “fair price,” “moratorium”, or other antitakeover or similar statute or regulation or provision of the articles of incorporation of the Company shall become applicable to the transactions contemplated by this AgreementTransactions, each of the Company, Parent Parent, and Merger Subsidiary Sub and the respective members of their boards of directors and the Special Committee shall, to the extent permitted by Applicable Law, use reasonable best efforts to grant such approvals and to take such actions as are reasonably necessary so that the transactions contemplated by this Agreement Transactions may be consummated as promptly as practicable on the terms contemplated herein and otherwise to take all such other actions as are reasonably necessary to eliminate or minimize the effects of any such statute or regulation on the transactions contemplated herebyTransactions.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Navios Maritime Holdings Inc.)

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Takeover Statutes. If any “control share acquisition,” “fair price,” “moratorium” or other antitakeover or similar statute or regulation shall become applicable to the transactions contemplated by this Agreement, each of the Company, Parent and Merger Subsidiary Sub and the respective members of their boards of directors shall, to the extent permitted by Applicable LawSection 21.606 of the TBOC, use commercially reasonable best efforts to grant such approvals and to take such actions as are reasonably necessary so that the transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated herein and otherwise to take all such other actions as are reasonably necessary to eliminate or minimize the effects of any such statute or regulation on the transactions contemplated hereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Dawson Geophysical Co)

Takeover Statutes. If any “control share acquisition,” “fair price,” “moratorium” or other antitakeover or similar statute or regulation shall become applicable to the transactions contemplated by this Agreement, each of the Company, Parent and Merger Acquisition Subsidiary and the respective members of their boards of directors shall, to the extent permitted by Applicable Law, use reasonable best efforts to grant such approvals and to take such actions as are reasonably necessary so that the transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated herein and otherwise to take all such other actions as are reasonably necessary to eliminate or minimize the effects of any such statute or regulation on the transactions contemplated hereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Harris Interactive Inc)

Takeover Statutes. If any “control share acquisition,” “fair price,” “moratorium,” “control share acquisition” or other antitakeover or similar anti-takeover statute or regulation shall become applicable to the transactions contemplated by this Agreementhereby, each of the Company, Parent and Merger Subsidiary and the respective members of their boards of directors shall, to the extent permitted by Applicable applicable Law, use reasonable best efforts to grant such approvals and to take such actions as are reasonably necessary so that the transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated herein and otherwise to take all such other actions as are reasonably necessary andotherwise act to eliminate or minimize the effects of any such statute or regulation on the transactions contemplated hereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Ventana Medical Systems Inc)

Takeover Statutes. If any “control share acquisition,” “fair price,” “moratorium” or other antitakeover or similar statute or regulation shall become applicable to the transactions contemplated by this Agreement, each of the Company, Parent and Merger Subsidiary Sub and the respective members of their boards of directors shall, to the extent permitted by Applicable Law, use their reasonable best efforts to grant such approvals and to take such actions as are reasonably necessary so that the transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated herein and otherwise to take all such other actions as are reasonably necessary to eliminate or minimize the effects of any such statute or regulation on the transactions contemplated hereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Premiere Global Services, Inc.)

Takeover Statutes. If any “control share acquisition,” “fair price,” “moratorium” or other antitakeover or similar statute or regulation shall become applicable to the transactions contemplated by this Agreement, each of the Company, Parent and Merger Subsidiary and the respective members of their boards of Table of Contents directors shall, to the extent permitted by Applicable Law, use reasonable best efforts to grant such approvals and to take such actions as are reasonably necessary so that the transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated herein and otherwise to take all such other actions as are reasonably necessary to eliminate or minimize the effects of any such statute or regulation on the transactions contemplated hereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Avocent Corp)

Takeover Statutes. If any "control share acquisition,” “" "fair price,” “" "moratorium" or other antitakeover or similar statute or regulation shall become applicable to the transactions contemplated by this Agreement, each of the Company, Parent and Merger Subsidiary and the respective members of their boards of directors shall, to the extent permitted by Applicable Law, use reasonable best efforts to grant such approvals and to take such actions as are reasonably necessary so that the transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated herein and otherwise to take all such other actions as are reasonably necessary to eliminate or minimize the effects of any such statute or regulation on the transactions contemplated hereby.. ARTICLE 9

Appears in 1 contract

Samples: Agreement and Plan of Merger (Advent Software Inc /De/)

Takeover Statutes. If any “control share acquisition,” “fair price,” “moratorium” or other antitakeover or similar statute or regulation shall become applicable to the transactions contemplated by this AgreementAgreement or the Voting Agreements, each of the Company, Parent and Merger Subsidiary and the respective members of their boards of directors shall, to the extent permitted by Applicable Law, use reasonable best efforts to grant such approvals and to take such actions as are reasonably necessary so that the transactions contemplated by this Agreement and the Voting Agreements may be consummated as promptly as practicable on the terms contemplated herein and otherwise to take all such other actions as are reasonably necessary to eliminate or minimize the effects of any such statute or regulation on the transactions contemplated hereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Xerium Technologies Inc)

Takeover Statutes. If any “control share acquisition,” “fair price,” “moratorium” or other antitakeover or similar statute or regulation shall become applicable to the transactions contemplated by this Agreement, each of the Company, Parent HoldCo and Merger Subsidiary Parent, and the respective members of their respective boards of directors shall, to the extent permitted by Applicable Law, use reasonable best efforts to grant such approvals and to take such actions as are reasonably necessary so that the transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated herein and otherwise to take all such other actions as are reasonably necessary to eliminate or minimize the effects of any such statute or regulation on the transactions contemplated hereby.

Appears in 1 contract

Samples: Agreement and Plan of Mergers (Avon Products Inc)

Takeover Statutes. If any “control share acquisition,” “fair price,” “moratorium” or other antitakeover anti-takeover or similar statute or regulation shall become applicable to the transactions contemplated by this Agreement or the Securities Purchase Agreement, each of the Company, Parent and Merger Subsidiary Purchaser and the respective members of their boards of directors shall, to the extent permitted by Applicable Law, use reasonable best efforts to grant such approvals and to take such actions as are reasonably necessary so that the transactions contemplated by this Agreement and the Securities Purchase Agreement may be consummated as promptly as practicable on the terms contemplated herein and otherwise to take all such other actions as are reasonably necessary to eliminate or minimize the effects of any such statute or regulation on the transactions contemplated hereby.

Appears in 1 contract

Samples: Transaction Agreement (Partnerre LTD)

Takeover Statutes. If any “control share acquisition,” “fair price,” “moratorium” or other antitakeover or similar statute or regulation shall become applicable to the transactions contemplated by this AgreementAgreement or the Tender and Voting Agreements, each of the Company, Parent and Merger Subsidiary and the respective members of their boards of directors shall, to the extent permitted by Applicable Law, use reasonable best efforts to grant such approvals and to take such actions as are reasonably necessary so that the transactions contemplated by this Agreement and the Tender and Voting Agreements may be consummated as promptly as practicable on the terms contemplated herein and otherwise to take all such other actions as are reasonably necessary to eliminate or minimize the effects of any such statute or regulation on the transactions contemplated hereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Realogy Holdings Corp.)

Takeover Statutes. If any “control share acquisition,” “fair price,” “moratorium” or other antitakeover or similar statute or regulation shall become applicable to the transactions contemplated by this Agreement, each of the Company, Parent and Merger Subsidiary The Company and the respective members Board of their boards of directors Directors shall, to the extent permitted by Applicable Law, use their reasonable best efforts (a) to grant such all approvals and take all actions necessary or advisable so that no Takeover Statute becomes applicable to the transactions contemplated by this Agreement and (b) if any such Takeover Statute is or may become applicable to the transactions contemplated by this Agreement, to grant all approvals and take such all actions as are reasonably necessary or advisable so that the transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated herein and otherwise to take all such other actions as are reasonably necessary to eliminate or minimize the effects of any such statute or regulation on the transactions contemplated hereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Hutchinson Technology Inc)

Takeover Statutes. If any “control share acquisition,” “fair price,” “moratorium” or other antitakeover or similar statute or regulation shall become applicable to the transactions contemplated by this Agreement, each of the Company, Parent and Merger Subsidiary Sub and the respective members of their boards of directors shall, to the extent permitted by Applicable Lawapplicable Law and within their respective power, use reasonable best efforts to grant such approvals and to take such actions as are reasonably necessary so that the transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated herein and otherwise to take all such other actions within their respective power as are reasonably necessary to eliminate or minimize the effects of any such statute or regulation on the transactions contemplated hereby.

Appears in 1 contract

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

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