Common use of Takeover Statute Clause in Contracts

Takeover Statute. If any “fair price,” “moratorium,” “control share acquisition” or other form of anti-takeover statute or regulation shall become applicable to the Merger, the Voting Agreements or the other transactions contemplated by this Agreement, 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 the Merger, the Voting Agreements 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 the Merger, the Voting Agreements and the other transactions contemplated hereby.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Pogo Producing Co), Agreement and Plan of Merger (Plains Exploration & Production Co)

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Takeover Statute. If any “fair price,” “moratorium,” “control share acquisition” or other form of anti-takeover statute or regulation shall become applicable to the Merger, the Voting Agreements Merger or the other transactions contemplated by 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 the Merger, the Voting Agreements Merger and the other transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated herein herein, and otherwise act to eliminate or minimize the effects of such statute or regulation on the Merger, the Voting Agreements Merger and the other transactions contemplated hereby.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Skywest Inc), Agreement and Plan of Merger (Expressjet Holdings Inc)

Takeover Statute. If any “fair price,” “moratorium,” “control share acquisition” or other form of anti-takeover antitakeover statute or regulation shall become applicable to the MergerOffer, the Voting Agreements Merger or the other transactions contemplated by this Agreementhereby, 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 the Merger, the Voting Agreements and the other transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated herein hereby and otherwise act to eliminate or minimize the effects of such statute or regulation on the MergerOffer, the Voting Agreements Merger and the other transactions contemplated hereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Odyssey Healthcare Inc)

Takeover Statute. If any “fair price,” ”, “moratorium,” ”, “business combination”, “control share acquisition” or other form of anti-takeover statute or regulation shall become applicable to the Merger, the Voting Agreements Merger or the other transactions contemplated by this Agreement after the date of this Agreement, each of the Company Company, the Merger Sub and the 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 the Merger, the Voting Agreements 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 the Merger, the Voting Agreements Merger and the other transactions contemplated hereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Republic Airways Holdings 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 Merger, the Voting Agreements this Agreement or the other transactions contemplated by this Agreementhereby, 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 the Merger, the Voting Agreements this Agreement 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 the Merger, the Voting Agreements this Agreement and the other transactions contemplated hereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Garrison Capital Inc.)

Takeover Statute. If any “fair price,” “moratorium,” “control share acquisition,” “fair price,” “supermajority,” “affiliate transactions,” or “business combination statute or regulation” or other form of anti-takeover statute similar state antitakeover Law or regulation shall become becomes, or purports to become, applicable to the Merger, the Voting Agreements Merger or the other transactions contemplated by this Agreement, each of the Company and Company, Parent and the members of their respective Boards of Directors Merger Sub shall grant such approvals and take such actions as are reasonably necessary so that the Merger, the Voting Agreements Merger and the other 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 or regulation on the Merger, the Voting Agreements and Merger or the other transactions contemplated herebyby this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Sun Healthcare Group Inc)

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

Appears in 1 contract

Samples: Agreement and Plan of Merger (PENTAIR PLC)

Takeover Statute. If any “fair price,” ”, “moratorium,” ”, “business combination”, “control share acquisition” or other form of anti-takeover statute or regulation shall become applicable to the Merger, the Voting Agreements Merger or the other transactions contemplated by this Agreement after the date of this Agreement, each of the Company and Parent and the members member of their respective Boards boards of Directors directors (or similar governing bodies) shall grant such approvals and take such actions as are reasonably necessary so that the Merger, the Voting Agreements 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 the Merger, the Voting Agreements Merger and the other transactions contemplated hereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (TNS Inc)

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Takeover Statute. If any “fair price,” “moratorium,” “control share acquisition” or other form of anti-takeover statute or regulation shall become applicable to the Merger, the Voting Agreements Rollover Commitments or the other transactions contemplated contemplated, by this Agreement, 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 the Merger, the Voting Agreements Rollover Commitments 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 the Merger, the Voting Agreements Rollover Commitments and the other transactions contemplated hereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Egl Inc)

Takeover Statute. If any “fair price,” “moratorium,” “control share acquisition,” “affiliate transaction,” “business combination” or other form of anti-takeover statute or regulation shall become applicable to the Merger, the Voting Agreements Merger or the other transactions contemplated by this AgreementAgreement to which an exemption is not available therefrom, each of the Company and Parent and the members of their respective Boards of Directors the Board shall grant such approvals and take such actions as are reasonably necessary so that the Merger, the Voting Agreements 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 the Merger, the Voting Agreements Merger and the other transactions contemplated hereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Wca Waste Corp)

Takeover Statute. If any “fair price,” “moratorium,” “business combination,” “control share acquisition” or other form of anti-takeover statute or regulation shall become applicable to the Merger, the Voting Agreements Merger or the other transactions contemplated by this Agreement after the date 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 the Merger, the Voting Agreements 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 the Merger, the Voting Agreements and the other transactions contemplated hereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Cumulus Media Inc)

Takeover Statute. If any “fair price,” “moratorium,” “control share acquisition” or other form of anti-takeover statute or regulation shall become applicable to the MergerTransaction, the Voting Agreements Agreement or the other transactions contemplated by this Agreement after the date of this Agreement, each of the Company and Parent and the members of their respective Boards of Directors Buyer shall grant such approvals and take such actions as are reasonably necessary so that the MergerTransaction, the Voting Agreements Agreement 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 the MergerTransaction, the Voting Agreements Agreement and the other transactions contemplated hereby.

Appears in 1 contract

Samples: Asset Purchase Agreement (Ivivi Technologies, Inc.)

Takeover Statute. If any "fair price,” “" "moratorium,” “" "control share acquisition" or other form of anti-takeover statute or regulation shall become applicable to the MergerTransaction, the Voting Agreements Agreement or the other transactions contemplated by this Agreement after the date of this Agreement, each of the Company and Parent and the members of their respective Boards of Directors Buyer shall grant such approvals and take such actions as are reasonably necessary so that the MergerTransaction, the Voting Agreements Agreement 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 the MergerTransaction, the Voting Agreements Agreement and the other transactions contemplated hereby.

Appears in 1 contract

Samples: Asset Purchase Agreement (Ivivi Technologies, Inc.)

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