Common use of Anti-Takeover Laws Clause in Contracts

Anti-Takeover Laws. If any state Anti-Takeover Law becomes or is deemed to be applicable to this Agreement, the Transaction or any other transactions contemplated by this Agreement, then Parent, Bidco and the Company shall cooperate and take all action reasonably available to render such Law inapplicable to the foregoing; provided, however, that nothing in the foregoing shall be interpreted to require the Company Board (or a committee thereof) to take any action that would reasonably be expected to be inconsistent with its fiduciary duties under applicable Law or following a Company Board Recommendation Change pursuant to ‎Section 7.3(b). The Company shall not take (or omit to take) any action that would reasonably be expected to result in (i) the United Kingdom City Code on Takeovers and Mergers applying to the Company, the Transaction or any other transactions contemplated by this Agreement or (ii) the Transaction or any other transactions contemplated by this Agreement becoming subject to the jurisdiction of the United Kingdom Panel on Takeovers and Mergers; provided, however, that nothing in the foregoing shall be interpreted to require the Company or the Company Board (or a committee thereof) to refrain from taking any action that would reasonably be expected to be inconsistent with the fiduciary duties of the Company Board under applicable Law or any other action following a Company Board Recommendation Change pursuant to ‎Section 7.3(b).

Anti-Takeover Laws. If any state Anti-Takeover takeover Law or state Law that purports to limit or restrict business combinations or the ability to acquire or vote Company Shares (including any “control share acquisition,” “fair price,” “moratorium,” “business combination” or other similar takeover Law) becomes or is deemed to be applicable to this Agreement, the Transaction Agreement or any other transactions contemplated by this AgreementTransactions, then Parent, Bidco Purchaser and the Company shall cooperate and take all action reasonably available to render such Law inapplicable to the foregoingforegoing so that the Transactions may be consummated as promptly as practicable on the terms and conditions contemplated hereby; provided, however, that nothing in the foregoing shall be interpreted to require the Company Board (or a committee thereof) to take any action that would reasonably be expected to be inconsistent with its fiduciary duties under applicable Law or following a Change in Recommendation. None of Parent, Purchaser or the Company Board Recommendation Change pursuant to ‎Section 7.3(b). The Company shall not will take (or omit to take) any action that would reasonably be expected to result in (i) the United Kingdom City Code on Takeovers and Mergers applying to the Company, the Transaction or any other transactions contemplated by cause this Agreement or (ii) the Transaction or any other transactions contemplated by this Agreement becoming Transactions to be subject to the jurisdiction of the United Kingdom Panel on Takeovers and Mergersrequirements imposed by any such takeover or similar Laws; provided, however, that nothing in the foregoing shall be interpreted to require the Company or the Company Board (or a committee thereof) to refrain from taking any action that would reasonably be expected to be inconsistent with the fiduciary duties of the Company Board under applicable Law or any other action following a Company Board Recommendation Change pursuant to ‎Section 7.3(b)in Recommendation.

Anti-Takeover Laws. If any state Anti-Takeover takeover Law or state Law that purports to limit or restrict business combinations or the ability to acquire or vote Company Shares (including any “control share acquisition,” “fair price,” “moratorium,” “business combination” or other similar takeover Law) becomes or is deemed to be applicable to this Agreement, the Transaction Voting Agreement, the Merger or any other transactions contemplated by this Agreement, then Parent, Bidco Merger Sub and the Company shall cooperate and take all action reasonably available to render such Law inapplicable to the foregoing; provided, however, that nothing in the foregoing shall be interpreted to require the Company Board (or a committee thereof) to take any action that would reasonably be expected to be inconsistent with its fiduciary duties under applicable Law or following a Company Board Recommendation Change pursuant to ‎Section 7.3(b)Change. The Neither Parent, Merger Sub nor the Company shall not will take (or omit to take) any action that would reasonably be expected to result in (i) the United Kingdom City Code on Takeovers and Mergers applying to the Companycause this Agreement, the Transaction Voting Agreement, the Merger or any the other transactions contemplated by this Agreement or (ii) the Transaction or any other transactions contemplated by this Agreement becoming to be subject to the jurisdiction of the United Kingdom Panel on Takeovers and Mergersrequirements imposed by any such takeover or similar Laws; provided, however, that nothing in the foregoing shall be interpreted to require the Company or the Company Board (or a committee thereof) to refrain from taking any action that would reasonably be expected to be inconsistent with the fiduciary duties of the Company Board under applicable Law or any other action following a Company Board Recommendation Change pursuant to ‎Section 7.3(b)Change.

Anti-Takeover Laws. If any state Anti-Takeover takeover Law or state Law that purports to limit or restrict business combinations or the ability to acquire or vote Company Shares (including any “control share acquisition,” “fair price,” “moratorium,” “business combination” or other similar takeover Law) becomes or is deemed to be applicable to the Company, Parent, Merger Sub, this Agreement, the Transaction Merger or any other transactions contemplated by this Agreement, then Parent, Bidco Merger Sub and the Company shall cooperate and take all action reasonably available to render such Law inapplicable to the foregoing; provided, however, that nothing in the foregoing shall be interpreted to require the Company Board (or a committee thereof) to take any action that would reasonably be expected to be inconsistent with its fiduciary duties under applicable Law or following a Company Board Recommendation Change pursuant to ‎Section 7.3(b)Change. The Neither Parent, Merger Sub nor the Company shall not will take (or omit to take) any action that would reasonably be expected to result in (i) the United Kingdom City Code on Takeovers and Mergers applying to the Companycause this Agreement, the Transaction Merger or any the other transactions contemplated by this Agreement or (ii) the Transaction or any other transactions contemplated by this Agreement becoming to be subject to the jurisdiction of the United Kingdom Panel on Takeovers and Mergersrequirements imposed by any such Laws; provided, however, that nothing in the foregoing shall be interpreted to require the Company or the Company Board (or a committee thereof) to refrain from taking any action that would reasonably be expected to be inconsistent with the its fiduciary duties of the Company Board under applicable Law or any other action following a Company Board Recommendation Change pursuant to ‎Section 7.3(b)Change.

Anti-Takeover Laws. If any state Anti-Takeover takeover Law or state Law that purports to limit or restrict business combinations or the ability to acquire or vote Company Shares (including any “control share acquisition,” “fair price,” “moratorium,” “business combination” or other similar takeover Law) becomes or is deemed to be applicable to this Agreement, the Transaction Merger or any other transactions contemplated by this Agreement, then Parent, Bidco Merger Sub and the Company shall cooperate and take all action reasonably available to render such Law inapplicable to the foregoing; provided, however, that nothing in the foregoing shall be interpreted to require the Company Board (or a committee thereof) to take any action that would reasonably be expected to be inconsistent with its fiduciary duties under applicable Law or following a Company Board Recommendation Change pursuant to ‎Section 7.3(bmade in accordance with Section 5.3(b). The Neither Parent, Merger Sub nor the Company shall not will take (or omit to take) any action that would reasonably be expected to result in (i) the United Kingdom City Code on Takeovers and Mergers applying to the Companycause this Agreement, the Transaction Merger or any the other transactions contemplated by this Agreement or (ii) the Transaction or any other transactions contemplated by this Agreement becoming to be subject to the jurisdiction of the United Kingdom Panel on Takeovers and Mergersrequirements imposed by any such takeover or similar Laws; provided, however, that nothing in the foregoing shall be interpreted to require the Company or the Company Board (or a committee thereof) to refrain from taking any action that would reasonably be expected to be inconsistent with the fiduciary duties of the Company Board under applicable Law or any other action following a Company Board Recommendation Change pursuant to ‎Section 7.3(bmade in accordance with Section 5.3(b).

Anti-Takeover Laws. If any state Anti-Takeover Law or state Law that purports to limit or restrict business combinations or the ability to acquire or vote Company Shares (including any “control share acquisition,” “fair price,” “moratorium,” “business combination” or other similar Takeover Law) becomes or is deemed to be applicable to this Agreement, the Transaction Merger, the Offer or any other transactions contemplated by this Agreement, then Parent, Bidco Merger Sub and the Company shall cooperate and take all action reasonably available to render such Law inapplicable to the foregoing; provided, however, that nothing in the foregoing shall be interpreted to require the Company Board (or a duly authorized committee thereof) to take any action that would reasonably be expected to be inconsistent with its fiduciary duties under applicable Law or following a Company Board Recommendation Change pursuant to ‎Section 7.3(b)Change. The Neither Parent, Merger Sub nor the Company shall not take (or omit to take) any action that would reasonably be expected to result in (i) the United Kingdom City Code on Takeovers and Mergers applying to the Companycause this Agreement, the Transaction Merger, the Offer or any the other transactions contemplated by this Agreement or (ii) the Transaction or any other transactions contemplated by this Agreement becoming to be subject to the jurisdiction of the United Kingdom Panel on Takeovers and Mergersrequirements imposed by any such takeover or similar Laws; provided, however, that nothing in the foregoing shall be interpreted to require the Company or the Company Board (or a duly authorized committee thereof) to refrain from taking any action that would reasonably be expected to be inconsistent with the fiduciary duties of the Company Board under applicable Law or any other action following a Company Board Recommendation Change pursuant to ‎Section 7.3(b)Change.

Anti-Takeover Laws. If any state Anti-Takeover takeover Law or state Law that purports to limit or restrict business combinations or the ability to acquire or vote Company Shares (including any “control share acquisition,” “fair price,” “moratorium,” “business combination” or other similar takeover Law) becomes or is deemed to be applicable to this Agreement, the Transaction Merger or any other transactions contemplated by this Agreement, then Parent, Bidco Merger Sub and the Company shall cooperate and take all action reasonably available to render such Law inapplicable to the foregoing; provided, however, that nothing in the foregoing shall be interpreted to require the Company Board (or a committee thereof) to take any action that would reasonably be expected to be inconsistent with its fiduciary duties under applicable Law or following a Company Board Recommendation Change pursuant to ‎Section 7.3(b)Change. The Neither Parent, Merger Sub nor the Company shall not will take (or omit to take) any action that would reasonably be expected to result in (i) the United Kingdom City Code on Takeovers and Mergers applying to the Companycause this Agreement, the Transaction Merger or any the other transactions contemplated by this Agreement or (ii) the Transaction or any other transactions contemplated by this Agreement becoming to be subject to the jurisdiction of the United Kingdom Panel on Takeovers and Mergersrequirements imposed by any such takeover or similar Laws; provided, however, that nothing in the foregoing shall be interpreted to require the Company or the Company Board (or a committee thereof) to refrain from taking any action that would reasonably be expected to be inconsistent with the fiduciary duties of the Company Board under applicable Law or any other action following a Company Board Recommendation Change pursuant to ‎Section 7.3(b)Change.