State Takeover Laws. The Board of Directors of Company has unanimously approved this Agreement and the transactions contemplated hereby as required to render inapplicable to this Agreement and such transactions the restrictions on “business combinations” set forth in Section 203 of the DGCL or any other “moratorium,” “control share,” “fair price,” “takeover” or “interested stockholder” law (any such laws, “Takeover Statutes”).
Appears in 8 contracts
Samples: Agreement and Plan of Merger (Merrill Lynch & Co., Inc.), Agreement and Plan of Merger (J P Morgan Chase & Co), Agreement and Plan of Merger
State Takeover Laws. The Board of Directors of the Company has unanimously approved this Agreement and the transactions contemplated hereby as required to render inapplicable to this Agreement such agreements and such transactions the restrictions on “business combinations” set forth in Section 203 of the DGCL or any other “moratorium,” “control shareshare acquisition,” “fair price,” “takeoverbusiness combination” or “interested stockholder” other anti-takeover law (any such laws, “Takeover Statutes”).
Appears in 6 contracts
Samples: Agreement and Plan of Merger (People's United Financial, Inc.), Agreement and Plan of Merger (People's United Financial, Inc.), Agreement and Plan of Merger (People's United Financial, Inc.)
State Takeover Laws. The Company Board of Directors of Company has unanimously approved this Agreement and the transactions contemplated hereby as required to render inapplicable to this Agreement and such the transactions contemplated hereby, the restrictions on “business combinations” set forth in Section 203 of the DGCL or any other and, to the knowledge of the Company, similar “moratorium,” “control share,” “fair price,” “takeover” or “interested stockholder” law (any such laws, “Takeover Statutes”).
Appears in 4 contracts
Samples: Transaction Agreement (Banco Bilbao Vizcaya Argentaria, S.A.), Transaction Agreement (Compass Bancshares Inc), Transaction Agreement (Banco Bilbao Vizcaya Argentaria, S.A.)
State Takeover Laws. The Board of Directors of the Company has unanimously approved this Agreement and the transactions contemplated hereby as required to render inapplicable to this Agreement such agreements and such transactions the restrictions on “business combinations” set forth in Section 203 of the DGCL or and any other similar “moratorium,” “control share,” “fair price,” “takeover” or “interested stockholder” law (any such laws, “Takeover Statutes”).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Sterling Bancorp), Agreement and Plan of Merger (Astoria Financial Corp), Agreement and Plan of Merger (New York Community Bancorp Inc)
State Takeover Laws. The Board of Directors of Company has unanimously approved this Agreement and the transactions contemplated hereby by at least a two-thirds vote and as required to render inapplicable to this Agreement such agreement and such transactions any applicable provisions of any takeover Laws under the restrictions on “business combinations” set forth in Section 203 of the DGCL or OGCL, including any other “moratorium,” “control share,” “fair pricetakeover,” “takeoveraffiliated transaction,” or “interested stockholder” law or similar provisions under the OGCL or the Company Articles (any such lawscollectively, the “Takeover StatutesLaws”). No “fair price” Law is applicable to this Agreement and the transactions contemplated hereby.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Farmers National Banc Corp /Oh/), Agreement and Plan of Merger (Farmers National Banc Corp /Oh/), Agreement and Plan of Merger (Farmers National Banc Corp /Oh/)
State Takeover Laws. The Board Boards of Directors of Company has unanimously and Company Sub have approved this Agreement and the transactions contemplated hereby as required hereby, and have taken such other actions, and such actions are sufficient, to render inapplicable to the Voting and Support Agreements, this Agreement and such the transactions contemplated thereby and hereby, including, without limitation, the restrictions on “business combinations” set forth in Section 203 of the DGCL or Merger, all applicable state takeover statutes and any other “moratorium,” “control share,” similar “fair price,” “takeover” or “interested stockholder” law (any such lawslaw, “Takeover Statutes”)including Section 203 of the DGCL.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (CIPAR Inc.), Agreement and Plan of Merger (Cohesant Technologies Inc), Agreement and Plan of Merger (Graco Inc)
State Takeover Laws. The Board of Directors of the Company has unanimously approved this Agreement and the transactions contemplated hereby as required to render inapplicable to this Agreement and such transactions the restrictions on “business combinations” set forth in Section 203 of the DGCL or any other applicable “moratorium,” “control share,” “fair price,” “takeover” or “interested stockholder” law (under any such lawsforeign, “Takeover Statutes”)state or local law.
Appears in 3 contracts
Samples: Merger Agreement (Biocryst Pharmaceuticals Inc), Agreement and Plan of Merger (Vought Aircraft Industries Inc), Agreement and Plan of Merger (Triumph Group Inc)
State Takeover Laws. The Company Board of Directors of Company has unanimously approved this Agreement and the transactions contemplated hereby as required to render inapplicable to this Agreement and such transactions the restrictions on “business combinations” set forth in Section 203 of the DGCL or any other “moratorium,” “control share,” “fair price,” “takeover” or “interested stockholder” law (any such laws, “Takeover Statutes”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Patriot Capital Funding, Inc.), Agreement and Plan of Merger (Prospect Capital Corp)
State Takeover Laws. The Board of Directors of the Company has unanimously approved this Agreement Agreement, the Merger and the transactions contemplated hereby other Transactions as required to render inapplicable to this Agreement Agreement, the Merger and such transactions other Transactions the restrictions on “business combinations” set forth in Section 203 of the DGCL or any other “moratorium,” “control share,” “fair price,” “takeover” or “interested stockholder” law Law, including Subtitles 6 and 7 of Title 3 of the MGCL (any such laws, “Takeover Statutes”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ares Capital Corp), Agreement and Plan of Merger (Allied Capital Corp)
State Takeover Laws. The Board of Directors of the Company has unanimously approved this Agreement and the transactions contemplated hereby as required to render inapplicable to this Agreement such agreements and such transactions the restrictions on “business combinations” set forth in Section 203 § 48-103 of the DGCL or TBCA and any other similar “moratorium,” “control share,” “fair price,” “takeover” or “interested stockholdershareholder” law (any such laws, “Takeover Statutes”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Old National Bancorp /In/), Agreement and Plan of Merger (CapStar Financial Holdings, Inc.)
State Takeover Laws. The Board of Directors of Company has unanimously approved this Agreement and the transactions contemplated hereby as required to render inapplicable to this Agreement and such transactions the restrictions on “business combinations” set forth in Section 203 of the DGCL or any other “moratorium,” “control share,” “fair price,” “takeover” or “interested stockholder” law (any such laws, “Takeover Statutes”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (National City Corp), Agreement and Plan of Merger (PNC Financial Services Group Inc)
State Takeover Laws. The Company Board of Directors of Company has unanimously approved this Agreement and the transactions contemplated hereby as required to render inapplicable to this Agreement such agreement and such transactions the restrictions on “business combinations” set forth in DGCL Section 203 of the DGCL or and any other “moratorium,” “control share,” “fair price,” similar “takeover” or “interested stockholder” law Law (any such lawsLaws, “Takeover Statutes”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Hewitt Associates Inc), Agreement and Plan of Merger (Exult Inc)
State Takeover Laws. The Board of Directors of the Company has unanimously approved this Agreement and the transactions contemplated hereby as required to render inapplicable to this Agreement such agreements and such transactions the restrictions on “business combinations” set forth in Section 203 §48-103 of the DGCL or TBCA and any other similar “moratorium,” “control share,” “fair price,” “takeover” or “interested stockholdershareholder” law (any such laws, “Takeover Statutes”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Franklin Financial Network Inc.), Agreement and Plan of Merger (FB Financial Corp)
State Takeover Laws. The Board of Directors of Company has unanimously approved this Agreement and the transactions contemplated hereby as required to render inapplicable to this Agreement such agreement and such transactions the restrictions on “business combinations” set forth in any applicable provisions of any takeover Laws of any jurisdiction, including Section 203 of the DGCL or and any other “moratorium,” “control share,” “fair pricetakeover,” “takeoveraffiliated transaction,” or “interested stockholder” law or similar provisions under Law or the Company Certificate (any such lawscollectively, the “Takeover StatutesLaws”). No “fair price” Law is applicable to this Agreement and the transactions contemplated hereby.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Camco Financial Corp), Agreement and Plan of Merger (Huntington Bancshares Inc/Md)
State Takeover Laws. The Board of Directors of the Company has unanimously approved this Agreement and the transactions contemplated hereby as required to render inapplicable to this Agreement such agreements and such transactions the restrictions on “business combinations” set forth in Section 203 of the DGCL or and any other similar “moratorium,” “control share,” “fair price,” “takeover” or “interested stockholder” law of any other jurisdiction (any such laws, “Takeover Statutes”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (FCB Financial Holdings, Inc.), Agreement and Plan of Merger (Synovus Financial Corp)
State Takeover Laws. The Company Board of Directors of Company has unanimously approved this Agreement and the transactions contemplated hereby as required to render inapplicable to this Agreement and such the transactions the restrictions on “business combinations” set forth in Section 203 contemplated hereby any applicable provisions of the DGCL or takeover laws of any other state, including any “moratorium,” “control share,” “fair price,” “takeover” or “interested stockholder” law (any such laws, “Takeover Statutes”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Capital Bank Financial Corp.), Agreement and Plan of Merger (First Horizon National Corp)
State Takeover Laws. The Board of Directors of the Company has unanimously approved this Agreement and the transactions contemplated hereby as required to render inapplicable to this Agreement and such the transactions the restrictions on “business combinations” set forth in contemplated hereby any applicable provisions of Section 203 of the DGCL or and any other takeover laws of any state, including any “moratorium,” “control share,” “fair price,” “takeover” or “interested stockholder” law (any such laws, “Takeover Statutes”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (First Niagara Financial Group Inc), Agreement and Plan of Merger (Keycorp /New/)
State Takeover Laws. The Board of Directors of the Company has unanimously approved the transactions contemplated by this Agreement, such that the provisions of Section 203 (entitled "Business Combinations with Interested Shareholders") of the DGCL will not apply to this Agreement and or the Agreements to Facilitate Merger or the Stock Option Agreement or any of the transactions contemplated hereby as required to render inapplicable to this Agreement and such transactions the restrictions on “business combinations” set forth in Section 203 of the DGCL or any other “moratorium,” “control share,” “fair price,” “takeover” or “interested stockholder” law (any such laws, “Takeover Statutes”)thereby.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Xomed Surgical Products Inc), Agreement and Plan of Merger (Medtronic Inc)
State Takeover Laws. The Board of Directors of Company has unanimously approved this Agreement and the transactions contemplated hereby as required to render inapplicable to this Agreement and such transactions the restrictions on “business combinations” set forth in Section 203 any applicable provisions of the DGCL or any other takeover Laws under applicable Law, including any “moratorium,” “control share,” “fair pricetakeover,” “takeoveraffiliated transaction,” or “interested stockholder” law or similar provisions under applicable Law or the Company Articles (any such lawscollectively, the “Takeover StatutesLaws”). No “fair price” Law is applicable to this Agreement and the transactions contemplated hereby.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Emclaire Financial Corp), Agreement and Plan of Merger (Emclaire Financial Corp)
State Takeover Laws. The Board of Directors of Company has unanimously approved this Agreement and the transactions contemplated hereby as required to render inapplicable to this Agreement and such transactions the restrictions on “"business combinations” " set forth in Section 203 of the DGCL or any other “"moratorium,” “" "control share,” “" "fair price,” “" "takeover” " or “"interested stockholder” " law (any such laws, “"Takeover Statutes”").
Appears in 2 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Bear Stearns Companies Inc)
State Takeover Laws. The Board of Directors of Company has unanimously approved this Agreement and the transactions contemplated hereby as required hereby, and taken such other actions, and such actions are sufficient, to render inapplicable to this Agreement and such the transactions contemplated hereby, including, without limitation, the restrictions on “business combinations” set forth in Section 203 of the DGCL or Merger, all applicable state takeover statutes and any other “moratorium,” “control share,” similar “fair price,” ”, “takeover” or “interested stockholder” law (any such lawslaw, “Takeover Statutes”)including Section 203 of the DGCL.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Glaxosmithkline PLC), Agreement and Plan of Merger (CNS Inc /De/)
State Takeover Laws. The Board of Directors of the Company has unanimously approved this Agreement and the transactions contemplated hereby as required to render inapplicable to this Agreement such agreements and such transactions the restrictions on “business combinations” set forth in Section 203 of the DGCL or any other “moratorium,” “control share,” “fair price,” “takeover” or “interested stockholdershareholder” law of any U.S. state (any such laws, “Takeover Statutes”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Cadence Bancorporation), Agreement and Plan of Merger (State Bank Financial Corp)
State Takeover Laws. The Board of Directors of Company Prosperity has unanimously approved this Agreement and the transactions contemplated hereby as required to render inapplicable to this Agreement and such transactions the restrictions on “business combinations” set forth in Section 203 of the DGCL or any other applicable “moratorium,” “control share,” “fair price,” “takeover” or “interested stockholdershareholder” law (any such laws, “Takeover Statutes”)law.
Appears in 1 contract
State Takeover Laws. The Company Board of Directors of Company has unanimously approved this Agreement and the transactions contemplated hereby as required to render inapplicable to this Agreement such agreement and such transactions the restrictions on “business combinations” set forth in DGCL Section 203 of the DGCL and any similar "takeover" or any other “moratorium,” “control share,” “fair price,” “takeover” or “"interested stockholder” law " Law (any such lawsLaws, “"Takeover Statutes”").
Appears in 1 contract
Samples: Agreement and Plan of Merger (Hewitt Associates Inc)
State Takeover Laws. The Board of Directors of Company Investors Financial has unanimously approved this Agreement and the transactions contemplated hereby as required to render inapplicable to this Agreement such agreements and such transactions the restrictions on “business combinations” set forth in Section 203 relevant provisions of the DGCL or and, to the knowledge of Investors Financial, any other similar “moratorium,” “control share,” “fair price,” “takeover” or “interested stockholder” law (any such laws, “Takeover Statutes”).
Appears in 1 contract
State Takeover Laws. The Board of Directors of the Company has unanimously approved this Agreement and the transactions contemplated hereby as required to render inapplicable to this Agreement and such transactions the restrictions on “business combinations” set forth in Section 203 of the DGCL or any other “moratorium,” “control share,” “fair price,” “takeover” or “interested stockholder” law (any such lawslaw, “Takeover Statutes”)including, without limitation, Section 203 of the DGCL.
Appears in 1 contract
State Takeover Laws. The Board of Directors of the Company has unanimously approved this Agreement and the transactions contemplated hereby as required to render inapplicable to this Agreement and such the transactions the restrictions on “business combinations” set forth in contemplated hereby Section 203 of the DGCL or and any other takeover Laws of any state, including any “moratorium,” “control share,” “fair price,” “takeover” or “interested stockholder” law Law (any such lawsLaws, “Takeover Statutes”).
Appears in 1 contract
Samples: Agreement and Plan of Merger (EverBank Financial Corp)
State Takeover Laws. The Board of Directors of Company has unanimously approved this Agreement and the transactions contemplated hereby as required to render inapplicable to this Agreement and such transactions the restrictions on “"business combinations” " set forth in Section 203 of the DGCL or any other “"moratorium,” “" "control share,” “" "fair price,” “" "takeover” " or “"interested stockholder” " law (any such laws, “"Takeover Statutes”").. 3.11
Appears in 1 contract
Samples: Agreement and Plan of Merger Agreement and Plan of Merger
State Takeover Laws. The Board of Directors of Company Commercial Bancshares has unanimously approved this Agreement and the transactions contemplated hereby as required to render inapplicable to this Agreement and such the transactions contemplated hereby, including the restrictions on voting agreement attached hereto as Exhibit B (the “business combinations” set forth in Section 203 Voting Agreement”), any applicable provisions of the DGCL or takeover laws of any other state, including any “moratorium,” “control share,” “fair price,” “takeover” or “interested stockholdershareholder” law (any such laws, “Takeover Statutes”).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Commercial Bancshares Inc \Oh\)
State Takeover Laws. The Board of Directors of the Company has unanimously approved this Agreement and the transactions contemplated hereby as required to render inapplicable to this Agreement such agreements and such transactions the restrictions on “business combinations” set forth in Section 203 of the DGCL or and any other “similar "moratorium,” “" "control share,” “" "fair price,” “" "takeover” " or “"interested stockholder” " law (any such laws, “"Takeover Statutes”").. 3.22
Appears in 1 contract
Samples: Agreement and Plan of Merger (Astoria Financial Corp)
State Takeover Laws. The Board board of Directors directors of the Company has unanimously approved this Agreement and the transactions contemplated hereby as required to render inapplicable to this Agreement and such transactions the restrictions on “business combinations” set forth in Section 203 of the DGCL or any other applicable “moratorium,” “control share,” “fair price,” “takeover” or “interested stockholdershareholder” law (any such laws, “Takeover Statutes”)law.
Appears in 1 contract
State Takeover Laws. The Company Board of Directors of Company has unanimously approved this Agreement and the transactions contemplated hereby as required to render inapplicable to this Agreement and such transactions the restrictions on “business combinations” set forth in Section 203 of the DGCL or any other “moratorium,” “control share,” “fair price,” “takeover” or “interested stockholdershareholder” law (any such laws, “Takeover Statutes”)Law.
Appears in 1 contract
