Common use of Takeover Statutes Clause in Contracts

Takeover Statutes. If any “control share acquisition”, “fair price”, “moratorium” or other anti-takeover Law becomes or is deemed to be applicable to the Company, Parent, Merger Sub, the Merger or any other transaction contemplated by this Agreement, then each of the Company, Parent, Merger Sub, and their respective board of directors shall grant such approvals and take such actions as are necessary so that the transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated hereby and otherwise act to render such anti-takeover Law inapplicable to the foregoing.

Appears in 10 contracts

Sources: Merger Agreement (STEINER LEISURE LTD), Merger Agreement (Lca Vision Inc), Merger Agreement (Edgen Group Inc.)

Takeover Statutes. If any “fair price,” “moratorium,” “control share acquisition”, ,” fair price”, “moratoriumbusiness combination” or other anti-takeover form of antitakeover Law becomes or is deemed to be shall become applicable to the CompanyTransactions, Parent, Merger Sub, the Merger or any other transaction contemplated by this Agreement, then each of the Company, Parent, Merger Sub, Sub and their respective board boards of directors shall use all reasonable efforts to grant such approvals and take such actions as are reasonably necessary so that the transactions contemplated hereby Transactions may be consummated as promptly as practicable on the terms contemplated hereby and otherwise act to render eliminate or minimize the effects of such anti-takeover Law inapplicable to statute or regulation on the foregoingTransactions.

Appears in 10 contracts

Sources: Agreement and Plan of Merger and Reorganization (Flyexclusive Inc.), Agreement and Plan of Merger and Reorganization (Jet.AI Inc.), Agreement and Plan of Merger and Reorganization (Jet.AI Inc.)

Takeover Statutes. If any “control share acquisition”, ,” “fair price”, ,” “moratorium” or other anti-takeover Law becomes similar antitakeover law is or is deemed to be may become applicable to this Agreement or the Company, Parent, Merger Subtransactions contemplated hereby, the Merger or any other transaction contemplated by this Agreement, then each Company and its Board of the Company, Parent, Merger Sub, and their respective board of directors Directors shall grant such approvals and take such actions as are reasonably necessary so that the such transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated hereby by this Agreement and otherwise act to render eliminate or minimize the effects of such anti-takeover Law inapplicable to the foregoingstatute or regulation on such transactions.

Appears in 5 contracts

Sources: Merger Agreement (Hub Cyber Security Ltd.), Merger Agreement (Shutterstock, Inc.), Agreement and Plan of Merger (Signify Health, Inc.)

Takeover Statutes. If any “fair price,” “moratorium,” “control share acquisition”, “fair price”, “moratorium” or other form of anti-takeover Law becomes statute or is deemed to be regulation shall become applicable to the Companytransactions contemplated hereby, Parent, Merger Sub, the Merger or any other transaction contemplated by this Agreement, then each of the Company, Parent, Merger Sub, Company and the Purchaser and the members of their respective board Boards of directors Directors shall grant such approvals and take such actions as are reasonably necessary so that the transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated hereby and otherwise act to render eliminate or minimize the effects of such anti-takeover Law inapplicable to statute or regulation on the foregoingtransactions contemplated hereby.

Appears in 4 contracts

Sources: Plan of Reorganization and Agreement of Securities Exchange (Madison Ventures Inc.), Agreement of Securities Exchange and Plan of Reorganization (INTERACTIVE MULTI MEDIA AUCTION Corp), Agreement of Securities Exchange and Plan of Reorganization (INTERACTIVE MULTI MEDIA AUCTION Corp)

Takeover Statutes. If any "fair price", "moratorium", "control share acquisition”, “fair price”, “moratorium” " or other anti-takeover Law becomes form of antitakeover statute or is deemed to be regulation shall become applicable to the Company, Parent, Merger Subtransactions contemplated hereby, the Merger or any other transaction contemplated by this Agreement, then each Company and the members of the Company, Parent, Merger Sub, and their respective board Board of directors Directors of the Company shall grant such approvals and take such actions as are reasonably necessary so that the transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated hereby and thereby and otherwise act to render eliminate or minimize the effects of such anti-takeover Law inapplicable to statute or regulation on the foregoingtransactions contemplated hereby and thereby.

Appears in 4 contracts

Sources: Merger Agreement (Arrow Electronics Inc), Merger Agreement (Arrow Electronics Inc), Merger Agreement (Richey Electronics Inc)

Takeover Statutes. If any “fair price,” “moratorium,” “control share acquisition”, “fair price”, “moratorium” or other anti-takeover Law becomes form of antitakeover statute or is deemed to be regulation shall become applicable to the Companytransactions contemplated hereby, Parent, ILG and Merger Sub, the Merger or any other transaction contemplated by this Agreement, then each of the Company, Parent, Merger Sub, Sub and their respective board boards of directors shall use all reasonable efforts to grant such approvals and take such actions as are reasonably necessary so that the transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated hereby and otherwise act to render eliminate or minimize the effects of such anti-takeover Law inapplicable to statute or regulation on the foregoingtransactions contemplated hereby.

Appears in 3 contracts

Sources: Merger Agreement, Agreement and Plan of Merger (Vistana Signature Experiences, Inc.), Merger Agreement (Starwood Hotel & Resorts Worldwide, Inc)

Takeover Statutes. If any “control share acquisition”, ,” “fair price”, ,” “moratorium” or other anti-takeover Law Legal Requirement becomes or is deemed to be applicable to the Company, Parent, Merger Sub, the Merger or any other transaction contemplated by this Agreementof the Contemplated Transactions, then each of the Company, Parent, Merger Sub, and their respective board Boards of directors Directors shall grant such approvals and take such actions as are necessary so that the transactions contemplated hereby Contemplated Transactions may be consummated as promptly as practicable on the terms contemplated hereby and otherwise act to render such anti-takeover Law inapplicable to the foregoing.

Appears in 3 contracts

Sources: Agreement and Plan of Merger (Precision Therapeutics Inc.), Merger Agreement (Precision Therapeutics Inc.), Merger Agreement

Takeover Statutes. If any “control share acquisition”, “fair price”, “moratorium”, “control share acquisition” or other similar anti-takeover Law becomes statute or regulation is deemed to be or may become applicable to the CompanyTransactions, Parent, Merger Sub, the Merger or any other transaction contemplated by this Agreement, then each of Parent and the CompanyPartnership and the Parent Board and the Partnership Board, Parentrespectively, Merger Sub, and their respective board of directors shall grant such approvals and use reasonable best efforts to take such actions as are necessary so that the transactions contemplated hereby Transactions may be consummated as promptly as practicable on the terms contemplated hereby by this Agreement and otherwise act to render eliminate or minimize the effects of such anti-takeover Law inapplicable to statute or regulation on the foregoingTransactions.

Appears in 3 contracts

Sources: Merger Agreement (Enbridge Inc), Merger Agreement (Enbridge Energy Partners Lp), Merger Agreement (Enbridge Inc)

Takeover Statutes. If any “fair price,” “moratorium,” “control share acquisition”, ,” fair price”, “moratoriumbusiness combination” or other anti-takeover form of antitakeover Law becomes or is deemed to be shall become applicable to the Companytransactions contemplated hereby, Parent, Merger Sub, the Merger or any other transaction contemplated by this Agreement, then each of the Company, Parent, Merger Sub, Sub and their respective board boards of directors shall use all reasonable efforts to grant such approvals and take such actions as are reasonably necessary so that the transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated hereby and otherwise act to render eliminate or minimize the effects of such anti-takeover Law inapplicable to statute or regulation on the foregoingtransactions contemplated hereby.

Appears in 2 contracts

Sources: Merger Agreement (3m Co), Merger Agreement (LogMeIn, Inc.)

Takeover Statutes. If any “fair price,” “moratorium,” “control share acquisition”, ,” fair price”, “moratoriumbusiness combination” or other anti-takeover form of antitakeover Applicable Law becomes or is deemed to be shall become applicable to the Companytransactions contemplated hereby, Parent, Merger Sub, the Merger or any other transaction contemplated by this Agreement, then each of the Company, Parent, Merger Sub, Sub and their respective board boards of directors shall use all reasonable efforts to grant such approvals and take such actions as are reasonably necessary so that the transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated hereby and otherwise act to render eliminate or minimize the effects of such anti-takeover Law inapplicable to statute or regulation on the foregoingtransactions contemplated hereby.

Appears in 2 contracts

Sources: Merger Agreement (Transportation Systems Holdings Inc.), Merger Agreement (Westinghouse Air Brake Technologies Corp)

Takeover Statutes. If any “control share acquisition”, ,” “fair price”, ,” “moratorium,” or other anti-takeover Law becomes or is deemed to be applicable to the Company, Parent, the Merger Sub, the Merger Company, the Merger, or any other transaction contemplated by this Agreement, then each of the Company, Parent, Merger Sub, Company and their respective board of directors the Company Board shall grant such approvals and take such actions as are necessary so that the transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated hereby and otherwise act to render such anti-takeover Law inapplicable to the foregoing.

Appears in 2 contracts

Sources: Merger Agreement (Emcore Corp), Merger Agreement (Emcore Corp)

Takeover Statutes. If any “fair price,” “moratorium,” “control share acquisition”, ,” fair price”, “moratoriumbusiness combination” or other form of anti-takeover Law becomes or is deemed to be shall become applicable to the Company, Parent, Merger SubTransactions, the Merger or any other transaction contemplated by this AgreementSPAC, then each of the Company, Parent, Merger Sub, Sub and their respective board boards of directors shall use all reasonable efforts to grant such approvals and take such actions as are reasonably necessary so that the transactions contemplated hereby Transactions may be consummated as promptly as practicable on the terms contemplated hereby and otherwise act to render eliminate or minimize the effects of such anti-takeover Law inapplicable to statute or regulation on the foregoingTransactions.

Appears in 2 contracts

Sources: Merger Agreement (Cayson Acquisition Corp), Agreement and Plan of Merger (TMT Acquisition Corp.)

Takeover Statutes. If any “control share acquisition”, “fair price”, “moratorium”, “control share acquisition” or other similar anti-takeover Law becomes statute or regulation is deemed to be or may become applicable to the CompanyTransactions, Parent, Merger Sub, the Merger or any other transaction contemplated by this Agreement, then each of Parent and the CompanyCompany and the Parent Board and the Company Board, Parentrespectively, Merger Sub, and their respective board of directors shall grant such approvals and use reasonable best efforts to take such actions as are necessary so that the transactions contemplated hereby Transactions may be consummated as promptly as practicable on the terms contemplated hereby by this Agreement and otherwise act to render eliminate or minimize the effects of such anti-takeover Law inapplicable to statute or regulation on the foregoingTransactions.

Appears in 2 contracts

Sources: Merger Agreement (Enbridge Energy Management L L C), Merger Agreement (Enbridge Inc)

Takeover Statutes. If any “control share acquisition”, “fair price”, “moratorium”, “control share acquisition” or other form of anti-takeover Law becomes statute or is deemed to be regulation shall become applicable to the Company, Parent, Merger SubTransactions, the Merger or any other transaction contemplated by this Agreement, then each Company and the members of the Company, Parent, Merger Sub, and their respective board of directors Board shall grant such approvals and take such actions as are reasonably necessary so that the transactions contemplated hereby Transactions may be consummated as promptly as practicable on the terms contemplated hereby and otherwise act to render eliminate or minimize the effects of such anti-takeover Law inapplicable to statute or regulation on the foregoingTransactions.

Appears in 2 contracts

Sources: Merger Agreement (Optical Communication Products Inc), Merger Agreement (Oplink Communications Inc)

Takeover Statutes. If any "interested stockholder," "fair price," "moratorium," "control share acquisition”, “fair price”, “moratorium” " or other anti-takeover Law becomes form of antitakeover statute or is deemed to be regulation shall become applicable to the Company, Parent, Merger Subtransactions contemplated hereby, the Merger or any other transaction contemplated by this Agreement, then each Company and the members of the Company, Parent, Merger Sub, and their respective board its Board of directors Directors shall grant such approvals and take such other actions as are necessary so that the transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated hereby necessary to make Parent and its Subsidiaries exempt under or otherwise act not subject to render such anti-takeover Law inapplicable to the foregoingstatutes.

Appears in 2 contracts

Sources: Merger Agreement (Sempra Energy), Merger Agreement (K N Energy Inc)

Takeover Statutes. If any “fair price,” “moratorium,” “control share acquisition”, “fair price”, “moratorium” or other anti-takeover Law becomes form of antitakeover statute or is deemed to be regulation shall become applicable to the Company, Parent, Merger SubMerger, the Merger or any other transaction contemplated by this Agreement, then each of the Company, Parent, Merger Sub, Company and their respective board of directors Company Board shall grant such approvals and take such actions within their control as are reasonably necessary so that the transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated hereby and to otherwise act to render eliminate or minimize the effects of such anti-takeover Law inapplicable to statute or regulation on the foregoingtransactions contemplated hereby.

Appears in 1 contract

Sources: Merger Agreement (Safeway Inc)

Takeover Statutes. If any “fair price,” “moratorium,” “control share acquisition”, ,” fair price”, “moratoriumbusiness combination” or other anti-takeover form of antitakeover Law becomes or is deemed to be shall become applicable to the Companytransactions contemplated hereby, Parent, Merger Sub, the Merger or any other transaction contemplated by this Agreement, then each of the Company, Parent, Merger Sub, Subs and their respective board boards of directors and managers, as applicable, shall use all reasonable efforts to grant such approvals and take such actions as are reasonably necessary so that the transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated hereby and otherwise act to render eliminate or minimize the effects of such anti-takeover Law inapplicable to statute or regulation on the foregoingtransactions contemplated hereby.

Appears in 1 contract

Sources: Agreement and Plan of Merger (McCormick & Co Inc)

Takeover Statutes. If any “control share acquisition”, ,” “fair price”, ,” “moratorium” or other anti-takeover Law becomes similar antitakeover law is or is deemed to be may become applicable to this Agreement or the Companytransactions contemplated hereby, Parent, Merger Sub, the Merger or any other transaction contemplated by this Agreement, then each Company and its Board of the Company, Parent, Merger Sub, and their respective board of directors Directors shall grant such approvals and take such actions as are reasonably necessary so that the such transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated hereby by this Agreement and otherwise act to render eliminate or minimize the effects of such anti-takeover Law inapplicable to the foregoingstatute or regulation on such transactions.

Appears in 1 contract

Sources: Agreement and Plan of Merger (Roivant Sciences Ltd.)

Takeover Statutes. If any “fair price,” “moratorium,” “business combination,” “control share acquisition”, “fair price”, “moratorium” or other form of anti-takeover Law becomes statute or regulation is deemed to be or may become applicable to the Company, Parent, Merger Sub, the Merger or any the other transaction transactions contemplated by this Agreement, then each of the Company, Parent, Merger Sub, Company and Parent and the members of their respective board Boards of directors Directors shall grant such approvals and take such actions as are necessary so that the such transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated hereby by this Agreement and otherwise act to render eliminate or minimize the effects of such anti-takeover Law inapplicable to the foregoingstatute or regulation on such transactions.

Appears in 1 contract

Sources: Merger Agreement (Team Health Holdings Inc.)

Takeover Statutes. If any “fair price,” “moratorium,” “control share acquisition”, ,” fair price”, “moratoriumbusiness combination” or other anti-takeover form of antitakeover Law becomes or is deemed to be shall become applicable to the Companytransactions contemplated hereby, Parent, Merger Sub, Buyer and the Merger or any other transaction contemplated by this Agreement, then each of the Company, Parent, Merger Sub, and their respective board of directors Buyer Board shall use all reasonable efforts to grant such approvals and take such actions as are reasonably necessary so that the transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated hereby and otherwise act to render eliminate or minimize the effects of such anti-takeover Law inapplicable to statute or regulation on the foregoingtransactions contemplated hereby.

Appears in 1 contract

Sources: Merger Agreement (ENVIRI Corp)

Takeover Statutes. If any “fair price” “moratorium,” “business combination,” “control share acquisition”, “fair price”, “moratorium” or other form of anti-takeover Law becomes statute or regulation is deemed to be or may become applicable to the Company, Parent, Merger Sub, the Merger or any the other transaction transactions contemplated by this Agreement, then each of the Company, Parent, Merger Sub, Company and Parent and the members of their respective board Boards of directors Directors shall grant such approvals and take such actions as are necessary so that the such transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated hereby by this Agreement and otherwise act to render eliminate or minimize the effects of such anti-takeover Law inapplicable to the foregoingstatute or regulation on such transactions.

Appears in 1 contract

Sources: Merger Agreement (Cypress Semiconductor Corp /De/)

Takeover Statutes. If any “fair price,” “moratorium,” “control share acquisition”, ,” fair price”, “moratoriumbusiness combination” or other anti-takeover form of antitakeover Law becomes or is deemed to be shall become applicable to the Company, Parent, Merger SubTransactions, the Purchaser, Seller and Seller Merger or any other transaction contemplated by this Agreement, then each of the Company, Parent, Merger Sub, Sub and their respective board boards of directors shall use all reasonable efforts to grant such approvals and take such actions as are reasonably necessary so that the transactions ttransactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated hereby and otherwise act to render eliminate or minimize the effects of such anti-takeover Law inapplicable to statute or regulation on the foregoingtransactions contemplated hereby.

Appears in 1 contract

Sources: Business Combination Agreement (Quadro Acquisition One Corp.)

Takeover Statutes. If any “fair price,” “moratorium,” “control share acquisition”, “fair price”, “moratorium” or other anti-takeover Law becomes form of antitakeover statute or is deemed to be regulation shall become applicable to the Companytransactions contemplated hereby, Parent, Merger Sub, the Merger or any other transaction contemplated by this Agreement, then each of the Company, Parent, Parent and Merger Sub, Sub and the members of their respective board Boards of directors Directors shall grant such approvals and take such actions as are reasonably necessary so that the transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated hereby and otherwise act to render eliminate or minimize the effects of such anti-takeover Law inapplicable to statute or regulation on the foregoingtransactions contemplated hereby.

Appears in 1 contract

Sources: Merger Agreement (ProSight Global, Inc.)

Takeover Statutes. If any “fair price,” “moratorium,” “control share acquisition”, “fair price”, “moratorium” or other similar state anti-takeover Law laws (“Takeover Statute”) is or becomes or is deemed to be applicable to this Agreement, the Company, Parent, Merger Sub, Offer or the Merger or any the other transaction transactions contemplated by this Agreementhereby, then each of Parent and the Company, Parent, Merger Sub, Company and their respective board boards of directors shall (a) grant such approvals and take all necessary action to ensure that such actions as are necessary so that the transactions contemplated hereby may be consummated as promptly as practicable on upon the terms contemplated hereby and subject to the conditions set forth in this Agreement and (b) otherwise act to render eliminate or minimize the effects of such anti-takeover Law inapplicable to the foregoingTakeover Statute.

Appears in 1 contract

Sources: Merger Agreement (Motive Inc)

Takeover Statutes. If any “fair price,” “moratorium,” “control share acquisition”, ,” fair price”, “moratoriumbusiness combination” or other anti-takeover form of antitakeover Law becomes or is deemed to be shall become applicable to the CompanyTransactions, Parentthe SPAC, Merger Sub, the Merger or any other transaction contemplated by this Agreement, then each of the Company, Parent, Merger Sub, Sub and their respective board boards of directors shall use all reasonable efforts to grant such approvals and take such actions as are reasonably necessary so that the transactions contemplated hereby Transactions may be consummated as promptly as practicable on the terms contemplated hereby and otherwise act to render eliminate or minimize the effects of such anti-takeover Law inapplicable to statute or regulation on the foregoingTransactions.

Appears in 1 contract

Sources: Merger Agreement (TMT Acquisition Corp.)

Takeover Statutes. If any "fair price", "moratorium", "control share acquisition”, “fair price”, “moratorium” " or other similar state or federal anti-takeover Law becomes statute or regulation is deemed to be or may become applicable to the Company, Parent, Merger Sub, the Merger or any other the transaction contemplated by this Agreement, then hereby each of the Company, Parent, Merger Sub, Company and their Holdings and its respective board Board of directors Directors shall grant such approvals and take such actions as are necessary so that the such transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated hereby by this Agreement and otherwise act to render eliminate or minimize the effects of such anti-takeover Law inapplicable to the foregoingstatute or regulation on such transactions.

Appears in 1 contract

Sources: Merger Agreement (Fresh America Corp)

Takeover Statutes. If any “fair price,” “moratorium,” “control share acquisition”, “fair price”, “moratorium” or other anti-takeover Law becomes form of antitakeover statute or is deemed to be regulation shall become applicable to the Company, Parent, Merger SubTransactions, the Merger or any other transaction contemplated by this Agreement, then each Company and Purchaser and the members of the Company, Parent, Merger Sub, and their respective board boards of directors shall grant such approvals and take such actions as are reasonably necessary so that the transactions contemplated hereby Transactions may be consummated as promptly as practicable on the terms contemplated hereby and otherwise act to render eliminate or minimize the effects of such anti-takeover Law inapplicable to statute or regulation on the foregoingTransactions.

Appears in 1 contract

Sources: Merger Agreement (GLAUKOS Corp)

Takeover Statutes. If any “fair price,” “moratorium,” “control share acquisition”, ,” fair price”, “moratoriumbusiness combination” or other anti-takeover form of antitakeover Law becomes or is deemed to be shall become applicable to the CompanyTransactions, Parent, Merger Sub, the Merger or any other transaction contemplated by this Agreement, then each of the Company, Parent, Merger Sub, Sub and their respective board boards of directors shall use all reasonable efforts to grant such approvals and take such actions as are reasonably necessary so that the transactions contemplated hereby Transactions may be consummated as promptly as practicable on the terms contemplated hereby and otherwise act to render eliminate or minimize the effects of such anti-takeover Law inapplicable to statute or regulation on the foregoingTransactions.

Appears in 1 contract

Sources: Merger Agreement (GrowHub LTD)

Takeover Statutes. If any “control share acquisition”, ,” “fair price”, ,” “business combination,” “moratorium” or other anti-takeover Law becomes antitakeover or similar statute or regulation is deemed to be or shall become applicable to the Company, Parent, Merger Sub, the Merger or any other transaction transactions contemplated by this AgreementAgreement or the Tender and Voting Agreements, then each of the Company, Parent, Parent and Merger Sub, Subsidiary and the respective members of their respective board boards of directors shall grant such approvals and shall, to the extent permitted by Applicable Law, take such all actions as are reasonably necessary so that to eliminate or minimize the effects of any such statute or regulation on the transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated hereby and otherwise act to render such anti-takeover Law inapplicable to the foregoinghereby.

Appears in 1 contract

Sources: Merger Agreement (Union Drilling Inc)

Takeover Statutes. If any “control share acquisition”, ,” “fair price”, ,” “moratorium,” or other anti-takeover Law becomes or is deemed to be applicable to the Company, Parent, the Merger Sub, the Merger Company, the Merger, or any other transaction contemplated by this Agreement, then each of the Company, Parent, Merger Sub, Company and their respective board of directors the Company Board shall grant such approvals and take such actions as are necessary so that the transactions contemplated hereby Transactions may be consummated as promptly as practicable on the terms contemplated hereby and otherwise act to render such anti-takeover Law inapplicable to the foregoing.

Appears in 1 contract

Sources: Merger Agreement (Performant Healthcare Inc)