State Takeover Laws. If any “fair price,” “business combination” or “control share acquisition” statute or other similar statute or regulation is or may become applicable to any of the transactions contemplated by this Agreement, the parties hereto shall use their respective commercially reasonable efforts to (a) take such actions as are reasonably necessary so that the transactions contemplated hereunder may be consummated as promptly as practicable on the terms contemplated hereby and (b) otherwise take all such actions as are reasonably necessary to eliminate or minimize the effects of any such statute or regulation on such transactions.
Appears in 18 contracts
Samples: Agreement and Plan of Merger (Blue Apron Holdings, Inc.), Agreement and Plan of Merger (Akerna Corp.), Agreement and Plan of Merger (IMARA Inc.)
State Takeover Laws. If any “fair price,” “business combination” or “control share acquisition” statute or other similar statute or regulation is or may become applicable to any of the transactions transaction contemplated by this Agreement, the parties hereto shall use their respective commercially reasonable efforts to (a) take such actions as are reasonably necessary so that the transactions contemplated hereunder may be consummated as promptly as practicable on the terms contemplated hereby and (b) otherwise take all such actions as are reasonably necessary to eliminate or minimize the effects of any such statute or regulation on such transactionstransaction.
Appears in 9 contracts
Samples: Agreement and Plan of Merger (Javelin Pharmaceuticals, Inc), Agreement and Plan of Merger (Myriad Pharmaceuticals, Inc.), Agreement and Plan of Merger (Darwin Professional Underwriters Inc)
State Takeover Laws. If any “fair price,” “business combination” or “control share acquisition” statute or other similar statute or regulation is or may shall become applicable to any of the transactions contemplated by this AgreementTransaction, the parties hereto Parties shall use their respective commercially reasonable best efforts to (a) grant such approvals and take such actions as are reasonably necessary so that the transactions contemplated hereunder Transactions may be consummated as promptly as practicable on the terms contemplated hereby and (b) shall otherwise take all such actions as are reasonably necessary act to eliminate or minimize the effects of any such statute or regulation on such transactionsthe Transactions.
Appears in 8 contracts
Samples: Tender Offer Agreement (BGC Partners, Inc.), Tender Offer Agreement (GFI Group Inc.), Tender Offer Agreement (BGC Partners, Inc.)
State Takeover Laws. If any “fair price,” “business combination” or “control share acquisition” statute or other similar statute or regulation is shall become, or may become purport to become, applicable to any of the transactions contemplated by this Agreementhereby, Parent and the parties hereto Company and their respective Boards of Directors shall use their respective commercially reasonable best efforts to (a) grant such approvals and take such actions as are reasonably necessary so that the transactions contemplated hereunder hereby may be consummated as promptly as practicable on the terms contemplated hereby and (b) otherwise take all such actions as are reasonably necessary act to eliminate or minimize the effects of any such statute or regulation on such transactionsthe transactions contemplated hereby.
Appears in 7 contracts
Samples: Agreement and Plan of Merger (Ubiquity Broadcasting Corp), Agreement and Plan of Merger (Rimrock Gold Corp.), Agreement and Plan of Merger (EQM Technologies & Energy, Inc.)
State Takeover Laws. If any “fair price,” “business combination” or “control share acquisition” statute or other similar statute or regulation is or may become applicable to any of the transactions contemplated by this AgreementMerger, Acquiror or the parties hereto Company, as applicable, shall use their respective commercially reasonable efforts to (a) take such actions as are reasonably necessary so that the transactions contemplated hereunder by this Agreement may be consummated as promptly as practicable on the terms contemplated hereby and (b) otherwise take all such actions as are reasonably necessary act to eliminate or minimize the effects of any such statute or regulation on such transactionsthe Merger.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Superior Silver Mines Inc), Agreement and Plan of Reorganization (Applied Digital Solutions Inc), Agreement and Plan of Reorganization (Steel Vault Corp)
State Takeover Laws. If any “fair price,” “business combination” or “control share acquisition” statute or other similar statute or regulation is or may shall become applicable to any of the transactions contemplated by this Agreementhereby, the parties hereto Company and its Board of Directors shall use their respective commercially reasonable best efforts to (a) take such actions as are reasonably necessary so ensure that the transactions contemplated hereunder hereby may be consummated as promptly as practicable on the terms contemplated hereby and (b) shall otherwise take all such actions as are reasonably necessary act to eliminate or minimize the effects of any such statute or regulation on such transactionsthe transactions contemplated hereby.
Appears in 6 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Terra Industries Inc), Agreement and Plan of Merger (CF Industries Holdings, Inc.)
State Takeover Laws. If any “fair price,” “business combination” or “control share acquisition” statute or other similar statute or regulation is or may shall become applicable to any of the transactions contemplated by this AgreementTransactions, the parties hereto Parties shall use their respective commercially reasonable best efforts to (a) grant such approvals and take such actions as are reasonably necessary so that the transactions contemplated hereunder Transactions may be consummated as promptly as practicable on the terms contemplated hereby and (b) shall otherwise take all such actions as are reasonably necessary act to eliminate or minimize the effects of any such statute or regulation on such transactionsthe Transactions.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (BGC Partners, Inc.), Agreement and Plan of Merger (Cme Group Inc.), Agreement and Plan of Merger (Cme Group Inc.)
State Takeover Laws. If any “fair price,” “business combination” or “control share acquisition” statute or other similar statute or regulation is or may shall become applicable to any of the transactions contemplated by this Agreementhereby, Parent and the parties hereto Company and their respective Boards of Directors shall use their respective commercially reasonable best efforts to (a) grant such approvals and take such actions as are reasonably necessary so that the transactions contemplated hereunder hereby may be consummated as promptly as practicable on the terms contemplated hereby and (b) otherwise take all such actions as are reasonably necessary act to eliminate or minimize the effects of any such statute or regulation on such transactionsthe transactions contemplated hereby.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Access Plans Inc), Agreement and Plan of Merger (Zamba Corp), Agreement and Plan of Merger (Technology Solutions Company)
State Takeover Laws. If any “fair price,” “business combination” or “control share acquisition” statute or other similar statute or regulation is or may become becomes applicable to any of the transactions contemplated by this AgreementMerger, the parties hereto shall use their respective commercially reasonable efforts to (a) take such actions as are reasonably necessary so that the transactions contemplated hereunder may be consummated as promptly as practicable on the terms contemplated hereby and (b) otherwise take all such actions as are reasonably necessary to eliminate or minimize the effects of any such statute or regulation on such transactionsthe Merger.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Macquarie Infrastructure Corp), Agreement and Plan of Merger (CVS HEALTH Corp), Agreement and Plan of Merger (Omnicare Inc)
State Takeover Laws. If any “fair price,” “business combination” or “control share acquisition” statute or other similar statute or regulation is or may become applicable to any of the transactions contemplated by this Agreement, the parties Parties hereto shall use their respective commercially reasonable best efforts to (a) take such actions as are reasonably necessary so that the transactions contemplated hereunder may be consummated as promptly as practicable on the terms contemplated hereby and (b) otherwise take all such actions as are reasonably necessary to eliminate or minimize the effects of any such statute or regulation on such transactions.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (SRAX, Inc.), Agreement and Plan of Merger (Amergent Hospitality Group, Inc), Agreement and Plan of Merger (Chanticleer Holdings, Inc.)
State Takeover Laws. If any “fair price,” “business combination” or “control share acquisition” statute or other similar statute or regulation is or may become applicable to any of the transactions contemplated by this AgreementMerger, the parties hereto shall use their respective commercially reasonable efforts to (a) take such actions as are reasonably necessary so that the transactions contemplated hereunder may be consummated as promptly as practicable on the terms contemplated hereby and (b) otherwise take all such actions as are reasonably necessary to eliminate or minimize the effects of any such statute or regulation on such transactionsthe Merger.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Pxre Group LTD), Agreement and Plan of Merger (Pxre Group LTD), Agreement and Plan of Merger (Argo Group International Holdings, Ltd.)
State Takeover Laws. If any “fair price,” “business combination” or “control share acquisition” statute or other similar statute or regulation is or may become becomes applicable to any of the transactions contemplated by this Agreement, the parties hereto shall use their respective commercially reasonable efforts to (a) take such actions as are reasonably necessary so that the transactions contemplated hereunder may be consummated as promptly as practicable on the terms contemplated hereby and (b) otherwise take all such actions as are reasonably necessary to eliminate or minimize the effects of any such statute or regulation on such transactions.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Cubist Pharmaceuticals Inc), Agreement and Plan of Merger (Adolor Corp), Agreement and Plan of Merger (Cubist Pharmaceuticals Inc)
State Takeover Laws. If any “fair price,” ”, “business combination” or “control share acquisition” statute or other similar statute or regulation is or may become applicable to any of the transactions contemplated by this AgreementContemplated Transactions, the parties hereto shall will use their respective commercially reasonable best efforts to (a) take such actions as are reasonably necessary so that the transactions contemplated hereunder may be consummated as promptly as practicable on the terms contemplated hereby and (b) otherwise take all such actions as are reasonably necessary to eliminate or minimize the effects of any such statute or regulation on such transactions.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Starrett L S Co), Agreement and Plan of Merger (Starrett L S Co)
State Takeover Laws. If any “fair price,” ”, “business combination” or “control share acquisition” statute or other similar statute or regulation is or may become applicable to any of the transactions contemplated by this AgreementContemplated Transactions, the parties hereto shall use their respective commercially reasonable efforts to (a) take such actions as are reasonably necessary so that the transactions contemplated hereunder may be consummated as promptly as practicable on the terms contemplated hereby and (b) otherwise will take all such actions as are reasonably necessary to eliminate or minimize the effects of any such statute or regulation on such transactions.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Paratek Pharmaceuticals, Inc.), Agreement and Plan of Merger (Radius Health, Inc.)
State Takeover Laws. If any “fair price,” “business combination” or “control share acquisition” statute or other similar statute or regulation is or may become applicable to any of the transactions contemplated by this AgreementTransactions, the parties hereto Parties shall use their respective commercially reasonable best efforts to (a) take such actions as are reasonably necessary so that the transactions contemplated hereunder Transactions may be consummated as promptly as practicable on the terms contemplated hereby and (b) otherwise take all such actions as are reasonably necessary to eliminate or minimize the effects of any such statute or regulation on such transactionsthe Transactions.
Appears in 2 contracts
Samples: Transaction Agreement (SAILFISH ENERGY HOLDINGS Corp), Transaction Agreement (Stone Energy Corp)
State Takeover Laws. If any “fair price,” “business combination” or “control share acquisition” statute or other similar statute or regulation is or may become applicable to any of the transactions contemplated by this Agreement, the parties hereto Company shall use their respective commercially reasonable efforts to (a) take such actions as are reasonably necessary so that the transactions contemplated hereunder by this Agreement may be consummated as promptly as practicable on the terms contemplated hereby and (b) otherwise take all such actions as are reasonably necessary to eliminate or minimize the effects of any such statute or regulation on such transactionsregulation.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Golden Spirit Enterprises Ltd.), Asset Purchase Agreement (Pharmaceutical Product Development Inc)
State Takeover Laws. If any “fair price,” “business combination” or “control share acquisition” statute or other similar statute or regulation is or may become applicable to any of the transactions transaction contemplated by this Agreement, (a) the parties hereto shall use their respective commercially reasonable efforts to (a) take such actions as are reasonably necessary so that the transactions contemplated hereunder may be consummated as promptly as practicable on the terms contemplated hereby and (b) otherwise the Company Board shall take all such actions as are reasonably necessary to eliminate or minimize the effects of render such statutes inapplicable to any such statute or regulation on such transactionstransaction contemplated by this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (CBS Corp), Agreement and Plan of Merger (Cnet Networks Inc)
State Takeover Laws. If any “fair price,” ”, “business combination” or “control share acquisition” statute or other similar statute or regulation is or may become applicable to any of the transactions contemplated by this Agreementhereby, the parties hereto shall will use their respective commercially reasonable efforts to (a) take such actions as are reasonably necessary so that the transactions contemplated hereunder may be consummated as promptly as practicable on the terms contemplated hereby and (b) otherwise take all such actions as are reasonably necessary to eliminate or minimize the effects of any such statute or regulation on such transactions.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Arena Pharmaceuticals Inc), Agreement and Plan of Merger (Invuity, Inc.)
State Takeover Laws. If any “"fair price,” “" "business combination” " or “"control share acquisition” " statute or other similar statute or regulation is or may become applicable to any of the transactions contemplated by this AgreementTransaction, the parties hereto shall use their respective commercially reasonable best efforts to (a) take such actions as are reasonably necessary so that the transactions contemplated hereunder may be consummated as promptly as practicable on the terms contemplated hereby and (b) otherwise take all such actions as are reasonably necessary to eliminate or minimize the effects of any such statute or regulation on such transactions.Transaction. ARTICLE 7
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Millennium Pharmaceuticals Inc), Agreement and Plan of Merger (Millennium Pharmaceuticals Inc)
State Takeover Laws. If any “fair price,” “business combination” or “control share acquisition” statute or other similar statute or regulation is or may become applicable to this Agreement or the Offer, the Merger or any of the other transactions contemplated by this Agreement, the parties hereto Company shall use their respective its commercially reasonable efforts to (a) take such actions as are reasonably necessary so that the transactions contemplated hereunder may be consummated as promptly as practicable on the terms contemplated hereby and (b) otherwise take all such actions as are reasonably necessary to eliminate or minimize the effects of any such statute or regulation on such transactions.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Demandware Inc), Agreement and Plan of Merger (Salesforce Com Inc)
State Takeover Laws. If any “"fair price,” “" "business combination” " or “"control share acquisition” " statute or other similar statute or regulation is or may become applicable to any of the transactions contemplated by this Agreement, the parties hereto shall use their respective commercially reasonable efforts to (a) take such actions as are reasonably necessary so that the transactions contemplated hereunder may be consummated as promptly as practicable on the terms contemplated hereby and (b) otherwise take all such actions as are reasonably necessary to eliminate or minimize the effects of any such statute or regulation on such transactions.
Appears in 1 contract
State Takeover Laws. If any “fair price,” “business combination” or “control share acquisition” statute or other similar statute or regulation is or may become applicable to any of the transactions contemplated by this Agreement, the parties hereto shall use their respective commercially reasonable best efforts to (a) take such actions as are reasonably necessary so that the transactions contemplated hereunder may be consummated as promptly as practicable on the terms contemplated hereby and (b) otherwise take all such actions as are reasonably necessary to eliminate or minimize the effects of any such statute or regulation on such transactions.
Appears in 1 contract
State Takeover Laws. If any “"fair price,” “" "business combination” " or “"control share acquisition” " statute or other similar statute or regulation is or may become applicable to any of the transactions contemplated by this AgreementTransaction, the parties hereto shall use their respective commercially reasonable efforts to (a) take such actions as are reasonably necessary so that the transactions contemplated hereunder may be consummated as promptly as practicable on the terms contemplated hereby and (b) otherwise take all such lawful actions as are reasonably necessary to eliminate or minimize the effects of any such statute or regulation on such transactionsTransaction, subject to required compliance therewith.
Appears in 1 contract
State Takeover Laws. If any “fair price,” “business combination” or “control share acquisition” statute or other similar statute or regulation is or may become applicable to any of the transactions contemplated by this AgreementMerger, the parties hereto shall use their respective commercially reasonable efforts to (a) take such actions as are reasonably necessary so that the transactions contemplated hereunder may be consummated as promptly as practicable on the terms contemplated hereby and (b) otherwise take all such actions as are reasonably necessary to eliminate or minimize the effects of any such statute or regulation on such transactionsthe Merger.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Fisher Communications Inc)
State Takeover Laws. If any “fair price,” “moratorium,” “business combination” or “control share acquisition” statute or other similar statute or regulation is or may become applicable to any of the transactions contemplated by this AgreementContemplated Transactions, the parties hereto shall use their respective commercially reasonable best efforts to (a) take such actions as are reasonably necessary so that the transactions contemplated hereunder Contemplated Transactions may be consummated as promptly as practicable on the terms contemplated hereby and (b) otherwise take all such actions as are reasonably necessary to eliminate or minimize the effects of any such statute or regulation on such transactionsthe Contemplated Transactions.
Appears in 1 contract
Samples: Stock Purchase Agreement (Odyssey Marine Exploration Inc)
State Takeover Laws. If any “fair price,” “business combination” or “control share acquisition” statute or other similar statute or regulation is or may become applicable to any of the transactions contemplated by this Agreement, the Parent Irrevocable Undertakings or the Company Voting Agreement, the parties hereto shall use and their respective commercially reasonable efforts to boards of directors shall (a) take grant such actions as are reasonably necessary so that the transactions contemplated hereunder may be consummated as promptly as practicable on the terms contemplated hereby approvals and (b) otherwise take all such actions as are reasonably necessary to eliminate or minimize the effects of any such statute or regulation on such transactions.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Regal Entertainment Group)
State Takeover Laws. If any “fair price,” “business combination” or “control share acquisition” statute or other similar statute or regulation is or may become applicable to any of this Agreement or the transactions contemplated by this Agreementherein including the Merger, the parties hereto and their respective boards of directors or other governing bodies shall use their respective commercially reasonable best efforts to (a) take such actions as are reasonably necessary so that the transactions contemplated hereunder may be consummated as promptly as practicable on the terms contemplated hereby and (b) otherwise take all such actions as are reasonably necessary to eliminate or minimize the effects of any such statute or regulation on such transactionsthe Merger.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Sciclone Pharmaceuticals Inc)
State Takeover Laws. If any “fair price,” “business combination” or “control share acquisition” statute or other similar statute or regulation is or may become applicable to any of the transactions contemplated by this AgreementContemplated Transactions, the parties hereto shall use their respective commercially reasonable efforts to (a) take such actions as are reasonably necessary so that the transactions contemplated hereunder may be consummated as promptly as practicable on the terms contemplated hereby and (b) otherwise will take all such actions as are reasonably necessary to eliminate or minimize the effects of any such statute or regulation on such transactions.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Circor International Inc)
State Takeover Laws. If any “fair price,” “business combination” or “control share acquisition” statute or other similar statute or regulation is or may become applicable to any of the transactions contemplated by this Agreement, the parties hereto Parties shall use their respective commercially reasonable best efforts to (a) take such actions as are reasonably necessary so that the transactions contemplated hereunder may be consummated as promptly as practicable on the terms contemplated hereby and (b) otherwise take all such actions as are reasonably necessary to eliminate or minimize the effects of any such statute or regulation on such transactions.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Harmony Energy Technologies Corp)
State Takeover Laws. If any “fair price,” “moratorium,” “business combination” or “control share acquisition” statute or other similar statute or regulation is or may become becomes applicable to any of the Merger or the other transactions contemplated by this Agreement, the parties hereto shall use their respective commercially reasonable best efforts to (a) take such actions as are reasonably necessary so that the transactions contemplated hereunder may be consummated as promptly as practicable on the terms contemplated hereby and (b) otherwise take all such actions as are reasonably necessary to eliminate or minimize the effects of any such statute or regulation on such transactionsthe Merger.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Lifepoint Health, Inc.)
State Takeover Laws. If any “fair price,” “business combination” or “control share acquisition” statute or other similar statute or regulation (other than Section 203 of the DGCL) is or may become applicable to any of the transactions contemplated by this Agreementhereby, the parties hereto Company, Holding and Acquisition Sub shall use their respective commercially reasonable efforts to (a) each take such actions as are reasonably necessary so that the transactions contemplated hereunder hereby may be consummated as promptly as practicable on the terms contemplated hereby and (b) otherwise take all such actions as are reasonably necessary act to eliminate or minimize the effects of any such statute or regulation on such transactionsthe transactions contemplated hereby.
Appears in 1 contract
State Takeover Laws. If any “fair price,” “business combination,” “affiliated transaction” or “control share acquisition” statute or other similar statute or regulation is or may become applicable to any of the transactions contemplated by this AgreementTransaction, the parties hereto shall use their respective commercially reasonable best efforts to (a) take such actions as are reasonably necessary so that the transactions contemplated hereunder may be consummated as promptly as practicable on the terms contemplated hereby and (b) otherwise take all such actions as are reasonably necessary to eliminate or minimize the effects of any such statute or regulation on such transactionsTransaction.
Appears in 1 contract
State Takeover Laws. If any “fair price,” “business combination” or “control share acquisition” statute or other similar statute or regulation is or may become applicable to any of the transactions contemplated by this Agreement or the CVR Agreement, the parties hereto shall use their respective commercially reasonable efforts to (a) take such actions as are reasonably necessary so that the transactions contemplated hereunder and thereunder may be consummated as promptly as practicable on the terms contemplated hereby and (b) otherwise take all such actions as are reasonably necessary to eliminate or minimize the effects of any such statute or regulation on such transactions.
Appears in 1 contract
State Takeover Laws. If any “fair price,” “business combination” or “control share acquisition” statute or other similar statute or regulation is or may become applicable to any of the transactions contemplated by this Agreement, the parties hereto Parties shall use their respective commercially reasonable efforts to (a) take such actions as are reasonably necessary so that the transactions contemplated hereunder may be consummated as promptly as practicable on the terms contemplated hereby and (b) otherwise take all such actions as are reasonably necessary to eliminate or minimize the effects of any such statute or regulation on such transactions.
Appears in 1 contract
Samples: Share Purchase Agreement (Carbylan Therapeutics, Inc.)
State Takeover Laws. If any “fair price,” “business combination” or “control share acquisition” statute or other similar statute or regulation is is, or may become become, applicable to any of the transactions transaction contemplated by this Agreement, the parties hereto shall use their respective commercially reasonable efforts to (a) take such actions as are reasonably necessary so that the transactions contemplated hereunder may be consummated as promptly as practicable on the terms contemplated hereby and (b) otherwise take all such actions as are reasonably necessary to eliminate or minimize the effects of any such statute or regulation on such transactionstransaction.
Appears in 1 contract
Samples: Agreement and Plan of Merger (EnergyConnect Group Inc)
State Takeover Laws. If any “fair price,” “business combination” or “control share acquisition” statute or other similar statute or regulation is or may become applicable to any of the transactions transaction contemplated by this Agreement, the parties hereto shall use their respective commercially reasonable best efforts to (a) take such actions as are reasonably necessary so that the transactions contemplated hereunder may be consummated as promptly as practicable on the terms contemplated hereby and (b) otherwise take all such actions as are reasonably necessary to eliminate or minimize the effects of any such statute or regulation on such transactionstransaction.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Accredited Home Lenders Holding Co)
