Anti-Takeover Laws. In the event that any state anti-takeover or other similar Law is or becomes applicable to this Agreement or any of the transactions contemplated by this Agreement, the Company and Company Board shall grant such approval and take such action as necessary so that such transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms and subject to the conditions set forth in this Agreement and otherwise to minimize the effect of such Law on this Agreement and the transactions contemplated hereby; provided that nothing in the foregoing shall require the Company Board to take any action that would reasonably be expected to be inconsistent with its fiduciary duties under applicable Law.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Skullcandy, Inc.), Agreement and Plan of Merger (Mill Road Capital II, L.P.), Agreement and Plan of Merger (Mill Road Capital II, L.P.)
Anti-Takeover Laws. In the event that any state anti-takeover or other similar Law is or becomes applicable to this Agreement Agreement, the Offer, the Merger or any of the other transactions contemplated by this Agreement, the Company and the Company Board shall grant such approval approvals and take such action actions as may be reasonably necessary so that such the Offer, the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms and subject to the conditions set forth in this Agreement and otherwise to minimize the effect of such Law on this Agreement and the transactions contemplated herebyAgreement; provided that nothing in the foregoing shall require the Company Board to take any action that would reasonably be expected to be inconsistent with its fiduciary duties under applicable Law.
Appears in 3 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Raptor Pharmaceutical Corp), Agreement and Plan of Merger (Horizon Pharma PLC)
Anti-Takeover Laws. In the event that any state anti-takeover or other similar Law is or becomes applicable to this Agreement Agreement, the Merger or any of the transactions contemplated by this Agreement, the Company and Company Board shall grant such approval and take such action as necessary so that such transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms and subject to the conditions set forth in this Agreement and otherwise to minimize the effect of such Law on this Agreement and the transactions contemplated hereby; provided provided, however, that nothing in the foregoing shall be interpreted to require the Company Board to take any action that would reasonably be expected to be inconsistent with its fiduciary duties under applicable Law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Elanco Animal Health Inc), Agreement and Plan of Merger (Aratana Therapeutics, Inc.)
Anti-Takeover Laws. In the event that any state anti-takeover or other similar Law is or becomes applicable to this Agreement Agreement, the Offer, the Merger or any of the other transactions contemplated by this Agreement, the Company and the Company Board shall grant such approval approvals and take such action actions as may be reasonably necessary so that such the Offer, the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms and subject to the conditions set forth in this Agreement and otherwise to minimize the effect of such Law on this Agreement and the transactions contemplated herebyAgreement; provided that nothing in the foregoing shall require the Company Board to take any action that would be reasonably be expected likely to be inconsistent with its fiduciary duties under applicable Law.
Appears in 1 contract
