Common use of State Takeover Laws Clause in Contracts

State Takeover Laws. If any “control share acquisition,” “fair price” or other anti-takeover laws or regulations enacted under state or federal Laws becomes or is deemed to become applicable to the Company, the Merger or any other Transaction, then the Company Board of Directors shall use its reasonable best efforts to render such statute (or the relevant provisions thereof) inapplicable to the foregoing.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Patient Safety Technologies, Inc), Agreement and Plan of Merger (Presstek Inc /De/), Agreement and Plan of Merger (International Paper Co /New/)

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State Takeover Laws. If any “control share acquisition,” “fair price,” “business combination” or other anti-takeover laws or regulations enacted under state or federal Laws becomes or is deemed to become be applicable to the Company, Parent, Merger Sub, Offer or the Merger Merger, including the acquisition of Shares pursuant thereto, the Support Agreements or any other Transactiontransaction contemplated by this Agreement, then the Company Board of Directors shall use its reasonable best efforts will take all action necessary to render such statute (or the relevant provisions thereof) Law inapplicable to the foregoing.

Appears in 4 contracts

Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Schiff Nutrition International, Inc.), Agreement and Plan of Merger (Reckitt Benckiser Group PLC)

State Takeover Laws. If any “control share acquisition,” “fair price,” “business combination” or other anti-takeover laws or regulations enacted under state or federal Laws becomes or is deemed to become be applicable to the Company, Parent, Merger Sub or the Merger Merger, including the acquisition of Shares pursuant thereto or any other Transactiontransaction contemplated by this Agreement, then the Company Board of Directors shall use its reasonable best efforts will take all action necessary to render such statute (or the relevant provisions thereof) Law inapplicable to the foregoing.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Jetblue Airways Corp), Agreement and Plan of Merger (Spirit Airlines, Inc.), Agreement and Plan of Merger (Jetblue Airways Corp)

State Takeover Laws. If any “control share acquisition,” “fair price,” “business combination” or other anti-takeover laws or regulations enacted under state or federal Laws becomes or is deemed to become be applicable to the Company, Parent, Merger Sub or the Merger Merger, including the acquisition of Shares pursuant thereto, the Support Agreement or any other Transactiontransaction contemplated by this Agreement, then the Company Board of Directors shall use its reasonable best efforts will, as promptly as practicable, take all action necessary to render such statute (or the relevant provisions thereof) Law inapplicable to the foregoing.

Appears in 3 contracts

Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Jacobs Engineering Group Inc /De/), Agreement and Plan of Merger (Ch2m Hill Companies LTD)

State Takeover Laws. If any “control share acquisition,” ”, “fair price”, “business combination” or other anti-takeover laws or regulations enacted under state or federal Laws becomes or is deemed to become be applicable to the Company, Parent or the Purchaser, the Offer, the Merger or the Top-Up Option, including the acquisition of Common Shares pursuant thereto, or the Support Agreements or any other Transactiontransaction contemplated by this Agreement, then the Company Board of Directors shall use its reasonable best efforts take all action necessary to render such statute (or the relevant provisions thereof) Law inapplicable to the foregoing.

Appears in 3 contracts

Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (General Electric Co), Agreement and Plan of Merger (Clarient, Inc)

State Takeover Laws. If any “control share acquisition,” ”, “fair price” or other anti-takeover laws or regulations enacted under state or federal Laws laws becomes or is deemed to become applicable to the Company, the Offer, the acquisition of Shares pursuant to the Offer, the Merger or any other Transaction, then the Company Board of Directors shall use its reasonable best efforts take all action necessary to render such statute (or the relevant provisions thereof) inapplicable to the foregoing.

Appears in 3 contracts

Samples: Agreement and Plan of Merger and Reorganization (New 360), Agreement and Plan of Merger and Reorganization (DG FastChannel, Inc), Agreement and Plan of Merger and Reorganization (Point 360)

State Takeover Laws. If any “control share acquisition,” ”, “fair price” or other anti-takeover laws or regulations enacted under state or federal Laws laws becomes or is deemed to become applicable to the Company, the Merger Offer, the acquisition of Shares pursuant to the Offer, the Merger, the Support Agreements or any other Transaction, then the Company Board of Directors shall use its reasonable best efforts take all action necessary to render such statute (or the relevant provisions thereof) inapplicable to the foregoing.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Redback Networks Inc), Agreement and Plan of Merger (Ericsson Lm Telephone Co)

State Takeover Laws. If any "control share acquisition,” “", "fair price" or other anti-takeover laws or regulations enacted under state or federal Laws laws becomes or is deemed to become applicable to the Company, the Merger Offer, the acquisition of Shares pursuant to the Offer, the Top-Up Option, the Merger, the Support Agreements or any other Transaction, then the Company Board of Directors shall use its reasonable best efforts take all action necessary to render such statute (or the relevant provisions thereof) inapplicable to the foregoing.. Section 6.7

Appears in 2 contracts

Samples: Iv Agreement and Plan of Merger (Hewlett Packard Co), Iv Agreement and Plan of Merger (Opsware Inc)

State Takeover Laws. If any “control share acquisition,” “fair price” or other anti-takeover laws or regulations enacted under state or federal Laws Takeover Law becomes or is deemed to become be applicable to the Company, Parent, Merger Sub, the Merger Merger, including by reason of the acquisition of Shares pursuant thereto or any other Transactiontransaction contemplated to be consummated by the Parties pursuant to this Agreement or the Voting Agreement, then the Company Board of Directors shall use its reasonable best efforts take all action necessary to render such statute (or the relevant provisions thereof) Law inapplicable to the foregoing.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Glu Mobile Inc), Agreement and Plan of Merger (Electronic Arts Inc.)

State Takeover Laws. If any “control share acquisition,” ”, “fair price” or other anti-takeover laws or regulations enacted under state or federal Laws laws becomes or is deemed to become applicable to the Company, the Merger Offer, the acquisition of Shares pursuant to the Offer, the Merger, the Stockholder Agreements or any other Transaction, then the Company Board of Directors shall use its reasonable best efforts take all action necessary to render such statute (or the relevant provisions thereof) inapplicable to the foregoing.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Adeza Biomedical Corp), Agreement and Plan of Merger (Cytyc Corp)

State Takeover Laws. If any “control share acquisition,” “fair price” or other anti-takeover laws or regulations enacted under state or federal Laws laws becomes or is deemed to become applicable to the Company, the Merger Merger, the Voting Agreements or any other Transactiontransaction contemplated hereby, then the Company Board of Directors shall use its reasonable best efforts take all action necessary to render such statute (or the relevant provisions thereof) inapplicable to the foregoing.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Athenahealth Inc), Agreement and Plan of Merger (Epocrates Inc)

State Takeover Laws. If any “control share acquisition,” “fair price” or other anti-takeover laws or regulations Laws enacted under state or federal Laws becomes or is deemed to become applicable to the Company, the Offer, the acquisition of Shares pursuant to the Offer, the Merger or any other Transaction, then the Company Board of Directors shall use its reasonable best efforts take all action necessary to render such statute (or the relevant provisions thereof) inapplicable to the foregoing.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Johnson & Johnson), Agreement and Plan of Merger (Cougar Biotechnology, Inc.)

State Takeover Laws. If any “control share acquisition,” “fair price” or other anti-takeover laws Laws or regulations enacted under state or federal Laws becomes or is deemed to become applicable to the Company, the Merger or any other Transaction, then the Company Board Company, Parent, Merger Sub, and the members of Directors their respective boards of directors shall use its reasonable best efforts take all action reasonably necessary and appropriate to render such statute (or the relevant provisions thereof) inapplicable to the foregoing.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Odyssey Healthcare Inc), Agreement and Plan of Merger (Gentiva Health Services Inc)

State Takeover Laws. If any “control share acquisition,” ”, “fair price”, “business combination” or other anti-takeover laws or regulations enacted under state or federal Laws becomes or is deemed to become be applicable to the Company, Parent or the Purchaser, the Offer, the Merger or the Top-Up Option, including the acquisition of Shares pursuant thereto, or the Support Agreements or any other Transactiontransaction contemplated by this Agreement, then the Company Board of Directors shall use its reasonable best efforts take all action necessary to render such statute (or the relevant provisions thereof) Law inapplicable to the foregoing.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Complete Genomics Inc), Agreement and Plan of Merger (Complete Genomics Inc)

State Takeover Laws. If any “control share acquisition,” “fair price” or other anti-takeover laws or regulations enacted under state or federal Laws Takeover Law becomes or is deemed to become be applicable to the Company, Parent, Merger Sub, the Merger Merger, including by reason of the acquisition of Shares pursuant thereto, the Voting Agreement or any other Transactiontransaction contemplated to be consummated by the parties pursuant to this Agreement, then the Company Board of Directors shall use its reasonable best efforts take all action necessary to render such statute (or the relevant provisions thereof) Law inapplicable to the foregoing.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Concur Technologies Inc), Agreement and Plan of Merger (Concur Technologies Inc)

State Takeover Laws. If any “control share acquisition,” ”, “fair price” or other anti-takeover laws or regulations Laws enacted under state or federal Laws becomes or is deemed to become applicable to the Company, Company or the Merger or any other TransactionMerger, then the Company Board of Directors shall use its reasonable best efforts take all action necessary to render eliminate or minimize the effects of such statute (status or regulations on the relevant provisions thereof) inapplicable to the foregoingMerger.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Eagle Test Systems, Inc.), Agreement and Plan of Merger (Teradyne, Inc)

State Takeover Laws. If any “control share acquisition,” ”, “fair price”, “business combination” or other anti-takeover laws or regulations enacted under state or federal Laws Law becomes or is deemed to become be applicable to the Company, Parent or Merger Sub, the Merger Offer, or the Merger, including the acquisition of Shares pursuant thereto, or any other Transactiontransaction contemplated by this Agreement, then the Company Board of Directors shall use its reasonable best efforts take all action necessary to render such statute (or the relevant provisions thereof) Law inapplicable to the foregoing.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Salix Pharmaceuticals LTD), Agreement and Plan of Merger (Valeant Pharmaceuticals International, Inc.)

State Takeover Laws. If any “fair price,” “moratorium,” “control share acquisition,” “fair pricebusiness combination” or other similar anti-takeover laws statute or regulations regulation enacted under state or federal Laws laws in the United States becomes or is deemed to become be applicable to the Company, Parent, Sub, the Merger or the Voting Agreement or any other Transactiontransaction contemplated by this Agreement, then the Company Board of Directors shall use its reasonable best efforts take all action necessary to render such statute (or the relevant provisions thereof) Law inapplicable to the foregoing.

Appears in 2 contracts

Samples: Agreement and Plan (Celgene Corp /De/), Agreement and Plan (Abraxis BioScience, Inc.)

State Takeover Laws. If any No “fair price,” “moratorium,” “control share acquisition,” “fair pricebusiness combination” or other anti-takeover laws or regulations enacted under state or federal Laws becomes or is deemed Law of any jurisdiction that may purport to become be applicable to the Company, Parent, Merger Sub or any of their respective Affiliates will apply with respect to or as a result of the execution of this Agreement or the consummation of the Merger or any the other Transaction, then the Company Board of Directors shall use its reasonable best efforts to render such statute (or the relevant provisions thereof) inapplicable to the foregoingtransactions contemplated hereby.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (St Jude Medical Inc), Agreement and Plan of Merger (Thoratec Corp)

State Takeover Laws. If any “control share acquisition,” ”, “fair price”, “business combination” or other anti-takeover laws or regulations enacted under state or federal Laws becomes or is deemed to become be applicable to the Company, Parent or the Purchaser, the Merger or the Support Agreements or any other Transactiontransaction contemplated by this Agreement, then the Company Board of Directors shall use its reasonable best efforts take all action necessary to render such statute (or the relevant provisions thereof) Law inapplicable to the foregoing.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Dreams Inc), Agreement and Plan of Merger (Dreams Inc)

State Takeover Laws. If any “control share acquisition,” ”, “fair price” or other anti-takeover laws or regulations Laws enacted under state or federal Laws becomes or is deemed to become applicable to the Company, the Offer, the acquisition of Shares pursuant to the Offer, the Merger or any other Transaction, then the Company Board of Directors shall use its reasonable best efforts take all action necessary to render eliminate or minimize the effects of such statute (status or regulations on the Offer, the Merger or the relevant provisions thereof) inapplicable to the foregoingTransactions.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Nextest Systems Corp), Agreement and Plan of Merger (Teradyne, Inc)

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State Takeover Laws. If any “control share acquisition,” “fair price,” “business combination” or other anti-takeover laws or regulations enacted under state or federal Laws becomes or is deemed to become be applicable to the Company, Parent, Merger Sub or the Merger Merger, including the acquisition of Shares pursuant thereto, the Support Agreements or any other Transactiontransaction contemplated by this Agreement, then the Company Board of Directors shall use its reasonable best efforts will take all action necessary to render such statute (or the relevant provisions thereof) Law inapplicable to the foregoing.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Schiff Nutrition International, Inc.)

State Takeover Laws. If any “control share acquisition,” “fair price” or other anti-takeover laws or regulations enacted under state or federal Laws Takeover Law becomes or is deemed to become be applicable to the Company, Parent, Merger Sub, the Merger Merger, including by reason of the acquisition of Shares pursuant thereto or any other Transactiontransaction contemplated to be consummated by the Parties pursuant to this Agreement, then the Company Board of Directors shall use its reasonable best efforts take all action necessary to render such statute (or the relevant provisions thereof) Law inapplicable to the foregoing.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Infoblox Inc)

State Takeover Laws. If any “control share acquisition,” “fair price,” “business combination” or other anti-takeover laws or regulations enacted under state or federal Laws Law becomes or is deemed to become be applicable to the Company, Parent or Merger Sub, or the Merger Merger, including the acquisition of Shares pursuant thereto, or any other Transactiontransaction contemplated by this Agreement, then the Company Board of Directors shall use its reasonable best efforts take all action necessary to render such statute (or the relevant provisions thereof) Law inapplicable to the foregoing.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Unilens Vision Inc)

State Takeover Laws. If any ‘‘control share acquisition,” “’’, ‘‘fair price’’, ‘‘business combination’’ or other anti-takeover laws or regulations enacted under state or federal Laws becomes or is deemed to become be applicable to the Company, Parent or the Merger Sub with respect to the Merger, including the acquisition of Shares pursuant thereto, or the Support Agreements or any other Transactiontransaction contemplated by this Agreement, then each of the Company Board Company, Parent, the Merger Sub and their respective boards of Directors directors shall use its reasonable best efforts take all action necessary to render such statute (or the relevant provisions thereof) Law inapplicable to the foregoing.

Appears in 1 contract

Samples: Agreement and Plan of Merger

State Takeover Laws. If any “control share acquisition,” “fair price” or other anti-takeover laws or regulations enacted under state or federal Laws Takeover Law becomes or is deemed to become be applicable to the Company, Parent, Merger Sub, the Merger Merger, including by reason of the acquisition of Shares pursuant thereto or any other Transactiontransaction contemplated to be consummated by the parties pursuant to this Agreement, then the Company Board of Directors shall use its reasonable best efforts take all action necessary to render such statute (or the relevant provisions thereof) Law inapplicable to the foregoing.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Callidus Software Inc)

State Takeover Laws. If any “control share acquisition,” ”, “fair price”, “business combination” or other anti-takeover laws or regulations enacted under state or federal Laws becomes or is deemed to become be applicable to the Company, Parent or the Merger Sub with respect to the Merger, including the acquisition of Shares pursuant thereto, or the Support Agreements or any other Transactiontransaction contemplated by this Agreement, then each of the Company Board Company, Parent, the Merger Sub and their respective boards of Directors directors shall use its reasonable best efforts take all action necessary to render such statute (or the relevant provisions thereof) Law inapplicable to the foregoing.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Iparty Corp)

State Takeover Laws. If any “control share acquisition,” “fair price,” or other anti-takeover laws Laws or regulations enacted under state or federal Laws becomes or is deemed to become applicable to the Company, the Merger or any other Transaction, then the Company Board Company, Parent, Merger Sub, and the members of Directors their respective boards of directors shall use its reasonable best efforts take all action reasonably necessary and appropriate to render such statute (or the relevant provisions thereof) inapplicable to the foregoing.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Advance America, Cash Advance Centers, Inc.)

State Takeover Laws. If any “control share acquisition,” “fair price,” “business combination” or other anti-takeover laws or regulations enacted under state or federal Laws becomes or is deemed to become be applicable to the Company, Parent, Merger Sub or the Merger Merger, including the acquisition of Shares pursuant thereto or any other Transactiontransaction contemplated by this Agreement, then the Company Board of Directors shall use its reasonable best efforts will take all action necessary to render such statute (or the relevant provisions thereof) Law inapplicable to the foregoing.. 5.11

Appears in 1 contract

Samples: Agreement and Plan of Merger (Spirit Airlines, Inc.)

State Takeover Laws. If any “control share acquisition,” “fair price” or other anti-takeover laws or regulations enacted under state or federal Laws Takeover Law becomes or is deemed to become be applicable to the Company, Parent, Merger Subs, the Merger Merger, including by reason of the acquisition of shares of Company Common Stock pursuant thereto, the Company Stockholder Voting Agreements or any other Transactiontransaction contemplated to be consummated by the Parties pursuant to this Agreement, then the Company Board of Directors shall use its reasonable best efforts take all action necessary to render such statute (or the relevant provisions thereof) Law inapplicable to the foregoing.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Diamond Foods Inc)

State Takeover Laws. If any “control share acquisition,” ”, “fair price”, “business combination” or other anti-takeover laws or regulations enacted under state or federal Laws becomes or is deemed to become be applicable to the Company, Parent or Merger Sub, the Merger Merger, or the Voting Agreement or any other Transactiontransaction contemplated by this Agreement, then the Company Board of Directors shall use its reasonable best efforts take all action necessary to render such statute (or the relevant provisions thereof) Law inapplicable to the foregoing.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Peco Ii Inc)

State Takeover Laws. If any “control share acquisition,” ”, “fair price”, “business combination” or other anti-takeover laws or regulations enacted under state or federal Laws Law becomes or is deemed to become be applicable to the Company, Parent, the Purchaser, the Offer, the Merger or the Top-Up Option, including, by reason of the acquisition of Shares pursuant thereto or any other Transactiontransaction contemplated to be consummated by the parties pursuant to this Agreement, then the Company Board of Directors shall use its reasonable best efforts take all action necessary to render such statute (or the relevant provisions thereof) Law inapplicable to the foregoing.

Appears in 1 contract

Samples: Agreement and Plan of Merger (SuccessFactors, Inc.)

State Takeover Laws. If any “control share acquisition,” ”, “fair price”, “business combination” or other anti-takeover laws or regulations enacted under state or federal Laws becomes or is deemed to become be applicable to the Company, Parent or the Purchaser, the Offer, the Merger or the Top-Up Option, including the acquisition of Shares pursuant thereto, or the Related Agreements or any other Transactiontransaction contemplated by this Agreement, then the Company Board of Directors shall use its reasonable best efforts take all action necessary to render such statute (or the relevant provisions thereof) Law inapplicable to the foregoing.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Microfluidics International Corp)

State Takeover Laws. If any "control share acquisition,” “" "fair price," "business combination" or other anti-takeover laws or regulations enacted under state or federal Laws becomes or is deemed to become be applicable to the Companythis Agreement or any transaction contemplated by this Agreement, then Parent, the Merger Company and their respective boards of directors or any other Transactionmanagers, then as applicable, shall take all reasonable action necessary so that the Company Board of Directors shall use its reasonable best efforts to render such statute (or the relevant provisions thereof) inapplicable to the foregoing.Offer, the

Appears in 1 contract

Samples: Agreement and Plan of Merger (Nortek Inc)

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