Restrictions on Business Combinations. The Shareholders agree that they and their Affiliates will not (and each of the Shareholders agrees that it will cause its Affiliates not to) consummate any tender offer, exchange offer, merger or other business combination, recapitalization or similar transaction involving the Company or any of its subsidiaries unless approved by (i) a majority of members of a special committee consisting of all of the Independent Directors and (ii) a majority of the shares voted by holders of shares of Common Stock (or other Voting Securities) of the Company not owned by the Shareholders or their Affiliates (the "Unaffiliated Shares") or, in the case of a tender offer or exchange offer, the offer has a minimum condition that a majority of the Unaffiliated Shares shall have been validly tendered and not withdrawn and the offer provides that it will be extended for 10 business days after the Shareholders have publicly announced that such minimum condition has been satisfied. In the event of a Takeover Proposal initiated by a third party and recommended by the Company's Board of Directors, each of the Shareholders agree that they and their Affiliates will vote the Excess Shares in the same proportion as the Unaffiliated Shares are voted on such Takeover Proposal.
Restrictions on Business Combinations. No PSS Party shall, or permit any of its Affiliates to, (a) merge or consolidate with or into the Company or any of its majority-owned subsidiaries, or (b) acquire from the Company and/or any of its majority owned subsidiaries, by purchase, lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction or in a series of related transactions), except proportionately as a stockholder of the Company, assets of the Company or any of its majority-owned subsidiaries having an aggregate market value equal to 10% or more of either the aggregate market value of all of the assets of the Company determined on a consolidated basis or the aggregate market value of all of the outstanding shares of Company Common Stock, unless such transaction is approved in advance by a majority of the Outside Independent Directors (and the other directors of the Company Board, to the extent required by applicable law); provided, that the foregoing shall not apply to prevent any PSS Party or any of its Affiliates from merging (or require the approval of a majority of the Outside Independent Directors in order for any PSS Party or any of its Affiliates to merge) with the Company after the consummation of a Qualifying Tender Offer.
Restrictions on Business Combinations. The Company is subject to the provisions of Chapter 110F of the Massachusetts General Laws, an anti-takeover law. In general, Chapter 110F prohibits a Massachusetts corporation with more than 200 stockholders from engaging in a business combination with a holder of 5% or more of the voting stock of a corporation (an 'interested stockholder') for three years after the shareholder becomes an interested shareholder, unless the acquiror receives prior Board of Directors' approval, acquires 90% or more of the outstanding shares (excluding stock controlled by management and certain employee stock ownership plans) or receives approval at an annual or special meeting from two-thirds of the shareholders (other than the interested shareholder). The stockholders, by vote of a majority of the stock entitled to vote thereon, may amend the Company's Articles of Organization to provide that the Company will not be governed by Chapter 110F. Such amendment will not be effective for twelve months after its adoption and will not apply to any stockholder who became an interested shareholder prior to the date of adoption of such amendment. Bid Regulation. The Company is subject to the provisions of Chapter 110C of the Massachusetts Laws, an anti-takeover law known as the Massachusetts Take-Over Bid Regulation Act. In general, Chapter 110C prohibits an entity from acquiring more than 10% of any class of the issued and outstanding equity securities of a corporation unless the Board of Directors of the target corporation consents to the acquisition or such acquiring entity publicly announces the terms of the proposed take-over bid and files with the Secretary of State of Massachusetts, and with the target corporation, disclosure documents pertaining to the transaction. Such public announcement and filings must be made before the acquiring entity acquires, directly or indirectly, more than 5% of the issued and outstanding equity securities of any class of the target corporation, any of which were purchased within one year prior to the proposed take-over bid. Courts, both at the state and federal level, have been reluctant to enforce the Massachusetts Take-Over Bid Regulation Act. Such courts have stated that the statute's one-year moratorium likely violates the Commerce Clause of the United States Constitution. They also express concern that the Massachusetts Take-Over Bid Regulation Act is preempted by the Xxxxxxxx Act. In Hyde Park Partners XX x. Xxxxxxxx, 839 F.2d 837 (1st Cir....
Restrictions on Business Combinations. Assuming the accuracy of the representations and warranties of Parent and Merger Sub set forth in Section 5.7, the Company Board has taken all necessary action such that the restrictions imposed on business combinations by Section 203 of the DGCL are inapplicable to this Agreement and the Merger. To the Company’s Knowledge, other than Section 203 of the DGCL, no so-called “moratorium”, “control share acquisition”, “fair price” or other state anti-takeover laws apply to this Agreement and the Transactions.
