Common use of Takeover Laws and Provisions Clause in Contracts

Takeover Laws and Provisions. It has taken all action required to be taken by it in order to exempt this Agreement and the transactions contemplated hereby from, and this Agreement and the transactions contemplated hereby are exempt from, the requirements of any “moratorium,” “control share,” “fair price,” “affiliate transaction,” “business combination” or other antitakeover laws and regulations of any state (collectively, “Takeover Laws”). It has taken all action required to be taken by it in order to make this Agreement and the transactions contemplated hereby comply with, and this Agreement and the transactions contemplated hereby do comply with, the requirements of any Articles, Sections or provisions of its Governing Documents concerning “business combination,” “fair price,” “voting requirement,” “constituency requirement” or other related provisions (collectively, “Takeover Provisions”).

Appears in 5 contracts

Samples: Agreement and Plan of Merger (Caesars Acquisition Co), Agreement and Plan of Merger (CAESARS ENTERTAINMENT Corp), Agreement and Plan of Merger (CAESARS ENTERTAINMENT Corp)

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Takeover Laws and Provisions. It has taken all action required to be taken by it in order necessary, if any, to exempt this Agreement Agreement, the Plan of Merger and the transactions contemplated hereby from, and this Agreement and the transactions contemplated hereby are exempt from, thereby from the requirements of any “moratorium,” “control share,” “fair price,” “affiliate transaction,” “business combination” or other antitakeover anti-takeover laws and regulations of any state state, including without limitation Article 14 of the VSCA (collectively, because a majority of its disinterested directors approved such transactions for such purposes before any Takeover Laws”)determination date” with respect to it) and Article 14.1 of the VSCA. It has taken all action required to be taken by it in order to make this Agreement and the transactions contemplated hereby comply with, and this Agreement and the transactions contemplated hereby do comply with, the requirements of any Articlesarticles, Sections sections or provisions of its Governing Documents articles of incorporation and bylaws concerning “business combination,” “fair price,” “voting requirement,” “constituency requirement” or other related provisions (collectively, “Takeover Provisions”)provisions.

Appears in 4 contracts

Samples: Affiliate Agreement (Blue Ridge Bankshares, Inc.), Affiliate Agreement (FVCBankcorp, Inc.), Agreement and Plan of Reorganization (Virginia National Bankshares Corp)

Takeover Laws and Provisions. It has taken all action required to be taken by it in order to exempt this Agreement Plan and the transactions contemplated hereby from, and this Agreement Plan and the transactions contemplated hereby are exempt from, the requirements of any “moratorium,” ”, “control share,” ”, “fair price,” ”, “affiliate transaction,” ”, “business combination” or other antitakeover laws and regulations of any state (collectively, “Takeover Laws”). It has taken all action required to be taken by it in order to make this Agreement Plan and the transactions contemplated hereby comply with, and this Agreement Plan and the transactions contemplated hereby do comply with, the requirements of any Articles, Sections or provisions of its Governing Documents concerning “business combination,” combinations”, “fair price,” ”, “voting requirement,” requirements”, “constituency requirementrequirements” or other related provisions (collectively, “Takeover Provisions”).

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Sterling Financial Corp /Pa/), Agreement and Plan of Merger (M&t Bank Corp), Agreement and Plan of Merger (Provident Bankshares Corp)

Takeover Laws and Provisions. It has taken all action required to be taken by it in order to exempt this Agreement and the transactions contemplated hereby from, and this Agreement and the transactions contemplated hereby are exempt from, the requirements of any “moratorium,” “control share,” “fair price,” “affiliate transaction,” “business combination” or other antitakeover laws and regulations of any state (collectively, “Takeover Laws”), including Part 13 of the BCA. It has taken all action required to be taken by it in order to make this Agreement and the transactions contemplated hereby comply with, and this Agreement and the transactions contemplated hereby do comply with, the requirements of any Articles, Sections or provisions of its Governing Constituent Documents concerning “business combination,” “fair price,” “voting requirement,” “constituency requirement” or other related provisions (collectively, “Takeover Provisions”).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Amegy Bancorporation, Inc.), Agreement and Plan of Merger (Zions Bancorporation /Ut/)

Takeover Laws and Provisions. It has taken all action required to be taken by it in order to exempt this Agreement Plan and the transactions contemplated hereby from, and this Agreement Plan and the transactions contemplated hereby are exempt from, the requirements of any “moratorium,” ”, “control share,” ”, “fair price,” ”, “affiliate transaction,” ”, “business combination” or other antitakeover laws and regulations of any state (collectively, “Takeover Laws”). It has taken all action required to be taken by it in order to make this Agreement Plan and the transactions contemplated hereby comply with, and this Agreement Plan, and the transactions contemplated hereby do comply with, the requirements of any Articles, Sections or provisions of its Governing Documents concerning “business combination,” combinations”, “fair price,” ”, “voting requirement,” requirements”, “constituency requirementrequirements” or other related provisions (collectively, “Takeover Provisions”).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Riggs National Corp), Agreement and Plan of Merger (PNC Financial Services Group Inc)

Takeover Laws and Provisions. It has taken all action required to be taken by it in order to exempt this Agreement and the transactions contemplated hereby from, and this Agreement and the transactions contemplated hereby are exempt from, the requirements of any “moratorium,” “control share,” “fair price,” “affiliate transaction,” “business combination” or other antitakeover laws and regulations of any state (collectively, “Takeover Laws”). It has taken all action required to be taken by it in order to make this Agreement and the transactions contemplated hereby comply with, and this Agreement and the transactions contemplated hereby do comply with, the requirements of any Articles, Sections or provisions of its Governing Constituent Documents concerning “business combination,” “fair price,” “voting requirement,” “constituency requirement” or other related provisions (collectively, “Takeover Provisions”).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Main Street Trust Inc)

Takeover Laws and Provisions. It has taken all action required to be taken by it in order to exempt this Agreement and the transactions contemplated hereby from, and this Agreement and the transactions contemplated hereby are exempt from, the requirements of any "moratorium,” “", "control share,” “", "fair price,” “", "affiliate transaction,” “", "business combination" or other antitakeover laws and regulations of any state (collectively, "Takeover Laws"), including the HCSAS and Chapter 417E of the Hawaii Revised Statutes. It has taken all action required to be taken by it in order to make this Agreement and the transactions contemplated hereby comply with, and this Agreement and the transactions contemplated hereby do comply with, the requirements of any Articles, Sections or provisions of its Governing Constituent Documents concerning "business combination,” “", "fair price,” “", "voting requirement,” “", "constituency requirement" or other related provisions (collectively, "Takeover Provisions").

Appears in 1 contract

Samples: Agreement and Plan of Merger (Cb Bancshares Inc/Hi)

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Takeover Laws and Provisions. It has Seller Parent and its Subsidiaries have taken all action required to be taken by it them in order to exempt this Agreement the Transaction Documents and the transactions contemplated hereby Transactions from, and this Agreement Transaction Documents and the transactions contemplated hereby Transactions are exempt from, the requirements of any “moratorium,” “control share,” “fair price,” “affiliate transaction,” “anti-greenmail,” “business combination” or other antitakeover laws and regulations Laws of any state jurisdiction (collectively, “Takeover Laws”). It has Seller Parent and its Subsidiaries have taken all action required to be taken by it or its Subsidiaries in order to make this Agreement the Transaction Documents and the transactions contemplated hereby Transactions comply with, and this Agreement the Transaction Documents and the transactions contemplated hereby Transactions do comply with, the requirements of any Articles, Sections or provisions of its Governing Constituent Documents concerning “business combination,” “fair price,” “voting requirement,” “constituency requirement” or other related provisions (collectively, “Takeover Provisions”).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Cit Group Inc)

Takeover Laws and Provisions. It has taken all action required to be taken by it in order to exempt this Agreement Plan and the transactions contemplated hereby from, and this Agreement Plan and the transactions contemplated hereby are exempt from, the requirements of any "moratorium,” “", "control share,” “", "fair price,” “", "affiliate transaction,” “", "business combination" or other antitakeover laws and regulations of any state (collectively, “Takeover Laws”"TAKEOVER LAWS"). It has taken all action required to be taken by it in order to make this Agreement Plan and the transactions contemplated hereby comply with, and this Agreement Plan, and the transactions contemplated hereby do comply with, the requirements of any Articles, Sections or provisions of its Governing Documents concerning "business combination,” “combinations", "fair price,” “", "voting requirement,” “requirements", "constituency requirement” requirements" or other related provisions (collectively, “Takeover Provisions”"TAKEOVER PROVISIONS").

Appears in 1 contract

Samples: Agreement and Plan of Merger (PNC Financial Services Group Inc)

Takeover Laws and Provisions. It has taken all action required to be taken by it in order to exempt this Agreement and the transactions contemplated hereby from, and this Agreement and the transactions contemplated hereby are exempt from, the requirements of any “moratorium,” ”, “control share,” ”, “fair price,” ”, “affiliate transaction,” ”, “business combination” or other antitakeover laws and regulations of any state (collectively, “Takeover Laws”), including the HCSAS and Chapter 417E of the Hawaii Revised Statutes. It has taken all action required to be taken by it in order to make this Agreement and the transactions contemplated hereby comply with, and this Agreement and the transactions contemplated hereby do comply with, the requirements of any Articles, Sections or provisions of its Governing Constituent Documents concerning “business combination,” ”, “fair price,” ”, “voting requirement,” ”, “constituency requirement” or other related provisions (collectively, “Takeover Provisions”).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Central Pacific Financial Corp)

Takeover Laws and Provisions. It has taken all action required to be taken by it in order to exempt this Agreement and the transactions contemplated hereby from, and this Agreement and the transactions contemplated hereby are exempt from, the requirements of any “moratorium,” “interested shareholder,” “control share,” “fair price,” “affiliate transaction,” “business combination” or other antitakeover anti-takeover laws and regulations of any state (collectively, “Takeover Laws”), including Chapter 43 of the IBCL. It has taken all action required to be taken by it in order to make this Agreement and the transactions contemplated hereby comply with, and this Agreement and the transactions contemplated hereby do comply with, the requirements of any Articles, Sections or provisions of its Governing Constituent Documents concerning “business combination,” “fair price,” “voting requirement,” “constituency requirement” or other related provisions (collectively, “Takeover Provisions”).

Appears in 1 contract

Samples: Agreement and Plan of Merger (1st Source Corp)

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