Common use of Takeover Statute Clause in Contracts

Takeover Statute. If any “fair price,” “moratorium,” “business combination,” “control share acquisition,” “interested person,” “interested stockholder” or other form of anti-takeover statute or regulation shall become applicable to this Agreement or the transactions contemplated hereby, each of the Company and Parent and the members of their respective boards of directors shall grant such approvals and take such actions as are reasonably necessary so that this Agreement and the transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated herein and otherwise act to eliminate or minimize the effects of such statute or regulation on this Agreement and the transactions contemplated hereby.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (PennantPark Floating Rate Capital Ltd.), Agreement and Plan of Merger (MCG Capital Corp)

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Takeover Statute. If any “fair price,” “moratorium,” “business combination,” “control share acquisition,” “interested person,” “interested stockholder” or other form of anti-takeover statute or regulation shall become applicable to the Merger or the other transactions contemplated by this Agreement or after the transactions contemplated herebydate of this Agreement, each of the Company and Parent and the members of their respective boards Boards of directors Directors shall grant such approvals and take such actions as are reasonably necessary so that this Agreement the Merger and the other transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated herein and otherwise act to eliminate or minimize the effects of such statute or regulation on this Agreement the Merger and the other transactions contemplated hereby.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Court Square Capital Partners II LP), Agreement and Plan of Merger (Leever Daniel H)

Takeover Statute. If any “fair price,” “moratorium,” “business combination,” “control share acquisition,” “interested person,” “interested stockholder” or other form of anti-takeover statute or regulation shall become applicable to the Merger or the other transactions contemplated by this Agreement or after the transactions contemplated herebydate of this Agreement, each of the Company and Parent and the members of their respective boards Boards of directors Directors shall grant such approvals and take such actions as are reasonably necessary so that this Agreement the Merger and the other transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated herein and otherwise act to eliminate or minimize the effects of such statute or regulation on this Agreement the Merger, and the other transactions contemplated hereby.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Harman International Industries Inc /De/), Agreement and Plan of Merger (Dollar General Corp)

Takeover Statute. If any “fair price,” “moratorium,” “business combination,” “control share acquisition,” “interested person,” “interested stockholderbusiness combination” or other form of anti-takeover antitakeover statute or regulation or provision of the Company’s organizational and other governing documents shall become applicable to this Agreement or the transactions contemplated herebyby this Agreement, each of the Company Company, Parent and Parent Merger Sub and the members of their respective boards of directors shall grant such approvals and take such actions as are reasonably necessary so that this Agreement and the transactions contemplated hereby by this Agreement may be consummated as promptly as practicable on the terms contemplated herein by this Agreement and otherwise act to eliminate or minimize the effects of such statute statute, regulation or regulation provision on this Agreement and the transactions contemplated herebyby this Agreement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (National Instruments Corp), Agreement and Plan of Merger (Emerson Electric Co)

Takeover Statute. If any “fair price,” ”, “moratorium,” ”, “business combination,” ”, “control share acquisition,” “interested person,” “interested stockholder” or other form of anti-takeover statute or regulation shall become applicable to the Merger or the other transactions contemplated by this Agreement or after the transactions contemplated herebydate of this Agreement, each of the Company and the Parent and the members member of their respective boards of directors (or similar governing bodies) shall grant such approvals and take such actions as are reasonably necessary so that this Agreement the Merger and the other transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated herein and otherwise act to eliminate or minimize the effects of such statute or regulation on this Agreement the Merger and the other transactions contemplated hereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Midwest Air Group Inc)

Takeover Statute. If any “fair price,” “moratorium,” “business combination,” “control share acquisition,” “interested personshareholder,” “interested stockholderbusiness combination” or other form of anti-takeover antitakeover statute or regulation shall or may become applicable to this Agreement or the transactions contemplated herebyherein, each of the Company Company, Parent and Parent Merger Sub and the members of their respective boards Boards of directors Directors shall grant such approvals and take such actions as are reasonably necessary so that this Agreement and the transactions contemplated hereby herein may be consummated as promptly as practicable on the terms contemplated herein and otherwise act to eliminate or or, if not possible to eliminate, minimize the effects of such statute or regulation on this Agreement and the transactions contemplated herebyherein.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Pike Corp)

Takeover Statute. If any “fair price,” “moratorium,” “business combination,” “control share acquisition,” “interested person,” “interested stockholder” or other form of anti-takeover statute or regulation shall become applicable to this Agreement Agreement, the Merger or the transactions contemplated hereby, each of the Company and Parent and the members of their respective boards of directors shall grant such approvals and take such actions as are reasonably necessary and within its control so that this Agreement Agreement, the Merger and the transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated herein and otherwise act to eliminate or minimize the effects of such statute or regulation on this Agreement Agreement, the Merger and the transactions contemplated hereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Hilton Grand Vacations Inc.)

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Takeover Statute. If any “fair price,” “moratorium,” “business combination,” “control share acquisition,” “interested personshareholder,” “interested stockholderbusiness combination” or other form of anti-takeover antitakeover statute or regulation shall or may become applicable to this Agreement or the transactions contemplated herebyherein, each of the Company and the Parent Parties and the members of their respective boards Boards of directors Directors shall grant such approvals and take such actions as are reasonably necessary so that this Agreement and the transactions contemplated hereby herein may be consummated as promptly as practicable on the terms contemplated herein and otherwise act to eliminate or or, if not possible to eliminate, minimize the effects of such statute or regulation on this Agreement and the transactions contemplated herebyherein.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Dell Inc)

Takeover Statute. If any “fair price,” “moratorium,” “business combination,” “control share acquisition,” “interested personshareholder,” “interested stockholderbusiness combination” or other form of anti-takeover antitakeover statute or regulation shall or may become applicable to this Agreement or the transactions contemplated herebyherein, each of the Company and the Parent Parties and the members of their respective boards of directors shall grant such approvals and take such actions as are reasonably necessary so that this Agreement and the transactions contemplated hereby herein may be consummated as promptly as practicable on the terms contemplated herein and otherwise act to eliminate or or, if not possible to eliminate, minimize the effects of such statute or regulation on this Agreement and the transactions contemplated herebyherein.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Cornerstone Therapeutics Inc)

Takeover Statute. If any “fair price,” “moratorium,” “business combination,” “control share acquisition,” “interested person,” “interested stockholder” or other form of anti-takeover statute or regulation shall become applicable to the Transactions or the other transactions contemplated by this Agreement or after the transactions contemplated herebydate of this Agreement, each of the Company and Parent and the members of their respective boards Boards of directors Directors shall grant such approvals and take such actions as are reasonably necessary so that this Agreement the Transactions and the other transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated herein and otherwise act to eliminate or minimize the effects of such statute or regulation on this Agreement the Merger, and the other transactions contemplated hereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (King Pharmaceuticals Inc)

Takeover Statute. If any “fair price,” “moratorium,” “business combination,” “control share acquisition,” “interested personshareholder,” “interested stockholderbusiness combination” or other form of anti-takeover antitakeover statute or regulation shall or may become applicable to this Agreement or the transactions contemplated herebyherein, each of the Company Company, Purchaser and Parent Merger Sub and the members of their respective boards of directors and managing members, as applicable, shall grant such approvals and take such actions as are reasonably necessary so that this Agreement and the transactions contemplated hereby herein may be consummated as promptly as practicable on the terms contemplated herein and otherwise act to eliminate or or, if not possible to eliminate, minimize the effects of such statute or regulation on this Agreement and the transactions contemplated herebyherein.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Pzena Investment Management, Inc.)

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