Anti-Takeover Statutes definition

Anti-Takeover Statutes has the meaning set forth in Section 4.03(e).
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Anti-Takeover Statutes. If any "fair price," "moratorium," ---------------------- "control share acquisition" or other form of anti-takeover statute is or shall become applicable to the Offer, Merger or other transactions contemplated hereby, the Company and the members of the Board of Directors of the Company shall grant such approvals and take such actions as are necessary so that the Offer, Merger and other transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated hereby and otherwise act to eliminate or minimize the effects of any such anti-takeover statute on the transactions contemplated hereby.
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Examples of Anti-Takeover Statutes in a sentence

  • Contravention; Governmental Consents; Board Approval; Anti-Takeover Statutes.

  • By establishing policies, standards and procedures that conflict with and are obstacles to the policies implemented by Congress by means of the Williams Act and the rules and regulations promulgated thereunder, the Nevada Anti-Takeover Statutes are invalid and unconstitutional as applied to the Offer under the Supremacy Clause of the United States Constitution, art.

  • The Nevada Anti-Takeover Statutes also violate the Due Process Clause of the United States Constitution.

  • The Nevada Anti-Takeover Statutes are unconstitutional and null and void on their face under the Commerce Clause.

  • In addition, the effect of the Nevada Anti-Takeover Statutes generally, and specifically as applied here, is to unconstitutionally interfere with interstate commerce and the Class members due process rights, particularly in light of Hilton's announced and imminent takeover efforts.

  • The Nevada Anti-Takeover Statutes violate the Commerce Clause because they impose direct, substantial and adverse burdens on interstate commerce that are excessive in relation to the local interests purportedly served by the statutes.

  • The effect of the Anti-Takeover Statutes which ITT may include under Nevada law is to frustrate and impede the ability of ITT shareholders to decide for themselves whether they wish to receive the benefits of any unsolicited offer, including the Hilton tender offer and proposed second-step merger.

  • ITT shareholders may be effectively prevented from accepting the Hilton offer or any other offer to the extent the Board of ITT exercises its rights under the Nevada Anti-Takeover Statutes in furtherance of its course of entrenchment.

  • The Nevada Anti-Takeover Statutes also violate the Supremacy Clause of the United States Constitution.

  • Plaintiffs seek declaratory relief with respect to the unconstitutionality of the Nevada Anti-Takeover Statutes, pursuant to the Federal Declaratory Judgments Act, 28 U.S.C. ss.

Related to Anti-Takeover Statutes

  • Takeover Statutes mean any “business combination,” “control share acquisition,” “fair price,” “moratorium” or other takeover or anti-takeover statute or similar Law.

  • Takeover Statute means any “fair price,” “moratorium,” “control share acquisition” or other similar anti-takeover Law.

  • Takeover Laws means any “moratorium,” “control share acquisition,” “fair price,” “supermajority,” “affiliate transactions,” or “business combination statute or regulation” or other similar state anti-takeover laws and regulations.

  • Takeover Law means any “fair price,” “moratorium,” “control share acquisition,” “business combination” or any other anti-takeover statute or similar statute enacted under applicable Law.

  • Takeover Rules means the Irish Takeover Panel Act 1997, Takeover Rules 2013;

  • Takeover regulations means the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 and any amendments thereto;

  • Anti-Bribery Laws means the anti-bribery provisions of the Foreign Corrupt Practices Act of 1977, as amended, and all other applicable anti-corruption and bribery Laws (including the U.K. Xxxxxxx Xxx 0000, and any rules or regulations promulgated thereunder or other Laws of other countries implementing the OECD Convention on Combating Bribery of Foreign Officials).

  • Anti-Bribery Law means any Applicable Law that relates to bribery or corruption, including the US Foreign Corrupt Practices Act of 1977 and the UK Xxxxxxx Xxx 0000, in each case as amended, re-enacted or replaced from time to time;

  • Takeover means if any person (or a group of persons acting in concert) (the “Acquiring Person”):

  • Takeover Code means the City Code on Takeovers and Mergers.

  • EC Merger Regulation means the Council Regulation (EC) No 139/2004 of 20 January 2004 on the control of concentrations between undertakings.

  • Anti-Corruption and Anti-Bribery Laws means the Foreign Corrupt Practices Act of 1977, as amended, any rules or regulations thereunder, or any other applicable United States or non-U.S. anti-corruption or anti-bribery laws or regulations.

  • Company Bylaws means the bylaws of the Company, as amended.

  • Anticorruption Laws means the US Foreign Corrupt Practices Act of 1977, as amended and any other anticorruption or anti-bribery Applicable Law applicable to the Company or any of its Subsidiaries.

  • Anti-Corruption Laws means all laws, rules, and regulations of any jurisdiction applicable to the Borrower or its Subsidiaries from time to time concerning or relating to bribery or corruption.

  • Interested Stockholder means, in respect of any business combination, any person (other than the Corporation or any Subsidiary) who or which as of the record date for the determination of stockholders entitled to notice of and to vote on such business combination, or immediately prior to the consummation of any such transaction:

  • Interested Shareholder means any person (other than the Corporation or any Subsidiary) who or which:

  • Antitrust Law means the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, Foreign Antitrust Laws and all other Laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or lessening of competition through merger or acquisition.

  • Anti-Corruption Law means any Applicable Law relating to anti-bribery or anti-corruption (governmental or commercial), including the Foreign Corrupt Practices Act of 1977, as amended, and any other Applicable Law that prohibits the corrupt payment, offer, promise or authorization of the payment or transfer of anything of value (including gifts or entertainment), directly or indirectly, to any Person, including any Government Official.

  • Sanctions Laws and Regulations means any sanctions, prohibitions or requirements imposed by any executive order (an “Executive Order”) or by any sanctions program administered by OFAC.

  • Disinterested Shareholder Approval means approval by a majority of the votes cast by all the Company’s shareholders at a duly constituted shareholders’ meeting, excluding votes attached to Common Shares beneficially owned by Insiders who are Service Providers or their Associates;

  • Company By-laws means the by-laws of the Company, as amended to the date of this Agreement.

  • Takeover Offer means an offer in accordance with clause 3.6 of the Transaction Agreement for the entire issued and to be issued ordinary share capital of INM (other than any INM Shares beneficially owned by any member of the Mediahuis Group (if any) or by any person Acting in Concert with Mediahuis (if any)), including any amendment or revision thereto pursuant to the Transaction Agreement, the full terms of which would be set out in the Takeover Offer Documents or (as the case may be) any revised offer document(s);

  • Antitrust Laws means the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, and all other applicable Laws issued by a Governmental Authority that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or lessening of competition.

  • Business Combination Transaction means: