Common use of State Takeover Laws Clause in Contracts

State Takeover Laws. If any “control share acquisition,” “fair price,” “moratorium” or other anti-takeover Applicable Law becomes or is deemed to be applicable to the Company, Parent, Merger Sub, the Merger or any other transaction contemplated by this Agreement, then each of the Company, Parent, Merger Sub, and their respective Boards of Directors shall grant such approvals and take such actions within their respective authority as are necessary so that the transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise act to render such anti-takeover Applicable Law inapplicable to the foregoing.

Appears in 8 contracts

Samples: Agreement and Plan of Merger (DSP Group Inc /De/), Agreement and Plan of Merger (DSP Group Inc /De/), Agreement and Plan of Merger (Alaska Communications Systems Group Inc)

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State Takeover Laws. If any “control share acquisition,” “fair price,” “moratorium” or other anti-takeover Applicable Law becomes or is deemed to be applicable to the Company, Parent, Merger SubSubsidiary, the Merger Merger, the Voting Agreements or any other transaction contemplated by this Agreement, then each of the Company, Parent, Merger SubSubsidiary, and their respective Boards Board of Directors shall grant such approvals and take such actions within their respective authority as are necessary so that the transactions contemplated by this Agreement hereby may be consummated as promptly as practicable on the terms contemplated by this Agreement hereby and otherwise act to render such anti-takeover Applicable Law inapplicable to the foregoing.

Appears in 8 contracts

Samples: Agreement and Plan of Merger (Acme Packet Inc), Agreement and Plan of Merger (Eloqua, Inc.), Agreement and Plan of Merger (Taleo Corp)

State Takeover Laws. If any “control share acquisition,” “fair price,” “moratorium” or other anti-takeover Applicable Law becomes or is deemed to be applicable to the Company, Parent, Merger SubSubsidiary, the Merger Offer, the Merger, the Tender and Support Agreements or any other transaction contemplated by this Agreement, then each of the Company, Parent, Merger SubSubsidiary, and their respective Boards Board of Directors shall grant such approvals and take such actions within their respective authority as are necessary so that the transactions contemplated by this Agreement hereby may be consummated as promptly as practicable on the terms contemplated by this Agreement hereby and otherwise act to render such anti-takeover Applicable Law inapplicable to the foregoing.

Appears in 5 contracts

Samples: Agreement and Plan of Merger (Netsuite Inc), Agreement and Plan of Merger (Oracle Corp), Agreement and Plan of Merger (Opower, Inc.)

State Takeover Laws. If any “control share acquisition,” “fair price,” “moratorium” or other anti-takeover Applicable Law becomes or is deemed to be applicable to the Company, Parent, Merger SubSubsidiary, the Merger Merger, the Tender and Support Agreements or any other transaction contemplated by this Agreement, then each of the Company, Parent, Merger SubSubsidiary, and their respective Boards Board of Directors shall grant such approvals and take such actions within their respective authority as are necessary so that the transactions contemplated by this Agreement hereby may be consummated as promptly as practicable on the terms contemplated by this Agreement hereby and otherwise act to render such anti-takeover Applicable Law inapplicable to the foregoing.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Micros Systems Inc), Agreement and Plan of Merger (Oracle Corp), Agreement and Plan of Merger (Micros Systems Inc)

State Takeover Laws. If any “moratorium,” “control share acquisition,” “fair pricebusiness combination,” “moratoriumfair price” or other form of anti-takeover Applicable Law law or regulation becomes or is deemed to be applicable to the Company, Parent, Merger Sub, the Merger or any other transaction transactions contemplated by this Agreementhereby, then each of the Company, Parent, Merger Sub, and their respective Boards of Directors shall grant such approvals and take such actions within their respective authority as are necessary so that the transactions contemplated by this Agreement Merger may be consummated as promptly as practicable on the terms contemplated by this Agreement hereby and otherwise act to render such anti-takeover Applicable Law inapplicable to the foregoing.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Astea International Inc), Agreement and Plan of Merger (General Mills Inc), Agreement and Plan of Merger (Tumi Holdings, Inc.)

State Takeover Laws. If any “control share acquisition,” “fair price,” “moratorium” or other anti-takeover Applicable applicable Law becomes or is deemed to be applicable to the Company, Parent, Holdings, Merger Sub, the Merger or any other transaction contemplated by this Agreement, then each of the Company, Parent, Holdings, Merger Sub, and their respective Boards of Directors shall grant such approvals and take such actions within their respective authority as are necessary so that the transactions contemplated by this Agreement hereby may be consummated as promptly as practicable on the terms contemplated by this Agreement hereby and otherwise act to render such anti-takeover Applicable applicable Law inapplicable to the foregoing.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Tiptree Financial Inc.), Agreement and Plan of Merger (Fortegra Financial Corp)

State Takeover Laws. If any “fair price,” “business combination,” “control share acquisition,” “fair price,” “moratorium” or other anti-takeover Applicable Law antitakeover statute or other similar statute or regulation becomes or is deemed to be applicable to the Company, Parent, Merger Sub, the Merger Sub or any other transaction contemplated by this AgreementTransaction, then each of the Company, Parent, Merger Sub, Sub and their respective Boards boards of Directors directors shall use commercially reasonable efforts to grant such approvals and take such actions within their respective authority as are necessary so that the transactions contemplated by this Agreement Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement hereby and otherwise act to render such anti-takeover Applicable antitakeover Law inapplicable to the foregoing.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Goodman Networks Inc), Agreement and Plan of Merger (Multiband Corp)

State Takeover Laws. If any “control share acquisition,” “fair price,” “moratorium” or other anti-takeover Applicable applicable Law becomes or is deemed to be applicable to the Company, Parent, Merger Sub, the Merger or any of the other transaction contemplated by this AgreementTransactions, then each of the Company, Parent, Merger Sub, and their respective Boards of Directors shall grant such approvals and take such actions within their respective authority as are necessary so that the transactions contemplated by this Agreement Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement hereby and otherwise act to render such anti-takeover Applicable applicable Law inapplicable to the foregoing.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Ourpets Co), Agreement and Plan of Merger (Campus Crest Communities, Inc.)

State Takeover Laws. If any “control share acquisition,” “business combination,” “fair price,” “moratorium” or other anti-takeover Applicable Law becomes or is deemed to be applicable to the Company, Parent, Merger Sub, the Merger or any other transaction transactions contemplated by this Agreementhereby, then each of the Company, Parent, Merger Sub, and their respective Boards of Directors shall grant such approvals and take such actions within their respective authority as are necessary so that the transactions contemplated by this Agreement Merger may be consummated as promptly as practicable on the terms contemplated by this Agreement hereby and otherwise act to render such anti-takeover Applicable Law inapplicable to the foregoing.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Endurance International Group Holdings, Inc.), Agreement and Plan of Merger (Constant Contact, Inc.)

State Takeover Laws. If any “control share acquisition,” “fair price,” “moratorium” or other anti-takeover Applicable Law becomes or is deemed to be applicable to the Company, Parent, Merger Sub, the Merger or any other transaction contemplated by this Agreement, then each of the Company, Parent, Merger Sub, and their respective Boards of Directors shall grant such approvals and take such actions within their respective authority as are necessary so that the transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise act to render such anti-takeover Applicable Law inapplicable to the foregoing.. Section 6.09

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Alaska Communications Systems Group Inc), Agreement and Plan of Merger (Alaska Communications Systems Group Inc)

State Takeover Laws. If any “control share acquisition,” “business combination,” “fair price,” “moratorium” or other anti-takeover Applicable Law becomes or is deemed to be applicable to the Company, Parent, Merger Sub, the Merger or any other transaction contemplated by this AgreementTransaction, then each of the Company, Parent, Merger Sub, and their respective Boards of Directors shall grant such approvals and take such actions within their respective authority as are necessary so that the transactions contemplated by this Agreement Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement hereby and otherwise act to render such anti-takeover Applicable Law inapplicable to the foregoing.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Actuate Corp), Agreement and Plan of Merger (Open Text Corp)

State Takeover Laws. If any “control share acquisition,” “business combination,” “fair price,” “moratorium” or other anti-takeover Applicable Law becomes or is deemed to be applicable to the Company, Parent, Merger Sub, the Merger or any other transaction contemplated by this AgreementTransaction, then each of the Company, Parent, Merger Sub, Sub and their respective Boards of Directors shall grant such approvals and take such actions within their respective authority as are necessary so that the transactions contemplated by this Agreement Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement hereby and otherwise act to render such anti-takeover Applicable Law inapplicable to the foregoing.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Monster Worldwide, Inc.), Agreement and Plan of Merger (Higher One Holdings, Inc.)

State Takeover Laws. If any “control share acquisition,” “fair price,” “moratorium” or other anti-takeover Applicable Law becomes or is deemed to be applicable to the Company, Parent, Merger Sub, the Merger or any other transaction contemplated by this Agreement, then each of the Company, Parent, Merger Sub, and their respective Boards boards of Directors directors shall grant such approvals and take such actions within their respective authority as are necessary so that the transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise act to render such anti-takeover Applicable Law inapplicable to the foregoing.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Citrix Systems Inc)

State Takeover Laws. If any “control share acquisition,” “fair price,” “moratorium” or other anti-takeover Applicable Law becomes or is deemed to be applicable to the Company, Parent, Merger Sub, the Merger or any other transaction contemplated by this AgreementAgreement or the Voting Agreements, then each of the Company, Parent, Merger Sub, as applicable, and their respective Boards of Directors shall grant such approvals and take such actions within their respective authority as are necessary so that the transactions contemplated by this Agreement hereby may be consummated as promptly as practicable on the terms contemplated by this Agreement hereby and otherwise act to render such anti-takeover Applicable Law inapplicable to the foregoing.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Mac-Gray Corp)

State Takeover Laws. If any “control share acquisition,” “fair price,” “moratorium” or other anti-takeover Applicable Law becomes or is deemed to be applicable to the Company, Parent, Merger Sub, the Merger Merger, or any other transaction contemplated by this Agreement, then each of the Company, Parent, Merger Sub, and their respective Boards Board of Directors shall grant such approvals and take such actions within their respective authority as are necessary so that the transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise act to render such anti-takeover Applicable Law inapplicable to the foregoing.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Albany Molecular Research Inc)

State Takeover Laws. If any “control share acquisition,” “fair price,” “moratorium” or other anti-takeover Applicable applicable Law becomes or is deemed to be applicable to the Company, Parent, Merger Sub, the Merger Merger, the Voting Agreements or any other transaction contemplated by this Agreement, then each of the Company, Parent, Merger Sub, and their respective Boards of Directors shall grant such approvals and take such actions within their respective authority as are necessary so that the transactions contemplated by this Agreement hereby may be consummated as promptly as practicable on the terms contemplated by this Agreement hereby and otherwise act to render such anti-takeover Applicable applicable Law inapplicable to the foregoing.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Nobel Learning Communities Inc)

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State Takeover Laws. If any “control share acquisition,” “fair price,” “moratorium” or other anti-takeover Applicable Law becomes or is deemed to be applicable to the Company, Parent, Merger Sub, the Merger or any other transaction contemplated by this Agreement, then each of the Company, Parent, Merger Sub, as applicable, and their respective Boards Board of Directors shall grant such approvals and take such actions within their respective authority as are necessary so that the transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise act to render such anti-takeover Applicable Law inapplicable to the foregoing.. Section 6.09

Appears in 1 contract

Samples: Agreement and Plan of Merger (Lionbridge Technologies Inc /De/)

State Takeover Laws. If any “control share acquisition,” “business combination,” “fair price,” “moratorium” or other anti-takeover Applicable Law becomes or is deemed to be applicable to the Company, Parent, Merger Sub, the Merger Merger, the Tender and Voting Agreements or any other transaction contemplated by this Agreement, then each of the Company, Parent, Merger Sub, and their respective Boards of Directors shall grant such approvals and take such actions within their respective authority as are necessary so that the transactions contemplated by this Agreement hereby may be consummated as promptly as practicable on the terms contemplated by this Agreement hereby and otherwise act to render such anti-takeover Applicable Law inapplicable to the foregoing.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Zoll Medical Corp)

State Takeover Laws. If any “control share acquisition,” “business combination,” “fair price,” “moratorium” or other anti-takeover Applicable antitakeover Law becomes or is deemed to be applicable to the Company, Parent, Merger SubPurchaser, the Offer, the Merger or any other transaction contemplated by this AgreementTransaction, then each of the Company, Parent, Merger SubPurchaser, and their respective Boards of Directors shall grant such approvals and take such actions within their respective authority as are necessary so that the transactions contemplated by this Agreement Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement hereby and otherwise act to render such anti-takeover Applicable Law inapplicable to the foregoing.

Appears in 1 contract

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

State Takeover Laws. If any "control share acquisition,” “" "fair price,” “" "moratorium" or other anti-takeover Applicable Law becomes or is deemed to be applicable to the Company, Parent, Merger SubSubsidiary, the Merger Merger, the Voting Agreements or any other transaction contemplated by this Agreement, then each of the Company, Parent, Merger SubSubsidiary, and their respective Boards Board of Directors shall grant such approvals and take such actions within their respective authority as are necessary so that the transactions contemplated by this Agreement hereby may be consummated as promptly as practicable on the terms contemplated by this Agreement hereby and otherwise act to render such anti-takeover Applicable Law inapplicable to the foregoing.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Phase Forward Inc)

State Takeover Laws. If any “control share acquisition,” “fair price,” “moratorium” or other anti-takeover Applicable Law becomes or is deemed to be applicable to the Company, Parent, Merger SubSubsidiary, the Merger or any other transaction contemplated by this Agreement or the CVR Agreement, then each of the Company, Parent, Merger SubSubsidiary, and their respective Boards Board of Directors shall grant such approvals and take such actions within their respective authority as are necessary so that the transactions contemplated by this Agreement hereby may be consummated as promptly as practicable on the terms contemplated by this Agreement hereby and otherwise act to render such anti-takeover Applicable Law inapplicable to the foregoing.

Appears in 1 contract

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

State Takeover Laws. If any “moratorium,” “control share acquisition,” “fair pricebusiness combination,” “moratoriumfair price” or other form of anti-takeover Applicable Law law or regulation becomes or is deemed to be applicable to the Company, Parent, Merger Sub, the Merger or any other transaction contemplated by this AgreementTransactions, then each of the Company, Parent, Merger Sub, and their respective Boards of Directors shall grant such approvals and take such actions within their respective authority as are necessary so that the transactions contemplated by this Agreement Merger may be consummated as promptly as practicable on the terms contemplated by this Agreement hereby and otherwise act to render such anti-takeover Applicable Law inapplicable to the foregoing.

Appears in 1 contract

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

State Takeover Laws. If any “control share acquisition,” “business combination,” “fair price,” “moratorium” or other anti-takeover Applicable applicable Law becomes or is deemed to be applicable to the Company, Parent, Merger Sub, the Merger or any other transaction contemplated by this AgreementTransaction, then each of the Company, Parent, Merger Sub, and their respective Boards of Directors shall grant such approvals and take such actions within their respective authority as are necessary so that the transactions contemplated by this Agreement Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement hereby and otherwise act to render such anti-takeover Applicable applicable Law inapplicable to the foregoing.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Daegis Inc.)

State Takeover Laws. If any “control share acquisition,” “business combination,” “fair price,” “moratorium” or other anti-takeover Applicable Law becomes or is deemed to be applicable to Parent, Seller, the Company, Parent, Merger Sub, the Merger Buyer or any other transaction contemplated by this Agreementof the Transactions, then each of Parent, Seller, the Company, Parent, Merger Sub, Buyer and their respective Boards of Directors or similar governing body shall grant such approvals and take such actions within their respective authority as are necessary so that the transactions contemplated by this Agreement Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement hereby and otherwise act to render such anti-takeover Applicable Law inapplicable to the foregoing.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Actua Corp)

State Takeover Laws. If any “control share acquisition,” “fair price,” “moratorium” or other anti-takeover Applicable Law becomes or is deemed to be applicable to the Company, Parent, Merger Sub, the Merger or any other transaction contemplated by this Agreement, then each of the Company, Parent, Merger Sub, as applicable, and their respective Boards Board of Directors shall grant such approvals and take such actions within their respective authority as are necessary so that the transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise act to render such anti-takeover Applicable Law inapplicable to the foregoing.

Appears in 1 contract

Samples: Agreement and Plan of Merger (RMG Networks Holding Corp)

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