Common use of Takeover Statutes Clause in Contracts

Takeover Statutes. If any Takeover Statute is or may become applicable to the Contemplated Transactions, each of the Company, the Company Board, Parent and the Parent Board, as applicable, shall grant such approvals and take such actions as are necessary so that the Contemplated Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise act to eliminate or minimize the effects of such statute or regulation on the Contemplated Transactions.

Takeover Statutes. If any Takeover Statute is or may become applicable to the Contemplated Transactions, each of Merger or the Companyother transactions contemplated by this Agreement, the Company Board, Parent and the Parent Board, as applicable, its board of directors shall grant such approvals and take such actions as are necessary so that the Contemplated Transactions such transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise act to eliminate or minimize the effects of such statute or regulation on the Contemplated Transactionssuch transactions.

Takeover Statutes. If any Takeover Statute is or may become applicable to the Contemplated Transactions, each of the Company, the Company Board, Parent and the Parent Board, as applicable, shall grant such approvals and take such actions as are necessary so that the Contemplated Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise act to eliminate or minimize the effects of such statute or regulation Takeover Statute on the Contemplated Transactions.

Takeover Statutes. If any Takeover Statute is or may become applicable to the Contemplated Transactionstransactions contemplated hereby, each the board of directors of the Company, the Company Board, Parent and the Parent Board, as applicable, shall will grant such approvals and take such actions as are necessary so that the Contemplated Transactions transactions contemplated by this Agreement and the Ancillary Agreements may be consummated as promptly as practicable on the terms contemplated by this Agreement hereby and otherwise act to eliminate or minimize the effects of such statute or regulation any Takeover Statute on any of the Contemplated Transactionstransactions contemplated hereby.

Takeover Statutes. If any Takeover Statute is or may become applicable to the Contemplated Transactionstransactions contemplated hereby, each the Board of Directors of the Company, the Company Board, Parent and the Parent Board, as applicable, shall will grant such approvals and take such actions as are necessary so that the Contemplated Transactions transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated by this Agreement hereby and otherwise act to eliminate or minimize the effects of such statute or regulation any Takeover Statute on any of the Contemplated Transactionstransactions contemplated hereby.

Takeover Statutes. If any Takeover Statute is or may become applicable to the Contemplated TransactionsMerger or the other transactions contemplated by this Agreement, each of the Company, the Company Board, Parent and the Parent Board, as applicable, Company and their respective Boards of Directors shall grant such approvals and take such lawful actions as are necessary so to ensure that the Contemplated Transactions such transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise act to eliminate or minimize the effects of such statute or regulation and any regulations promulgated thereunder on the Contemplated Transactionssuch transactions.

Takeover Statutes. If any Takeover Statute is Law may become, or may become purport to be, applicable to the Contemplated TransactionsMerger or any other transactions contemplated hereby, each of the Company, the Company Board, and Parent and the Parent Board, as applicable, shall grant such approvals and take such actions as are reasonably necessary so that the Contemplated Transactions transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated by this Agreement hereby and otherwise act to eliminate or minimize the effects of such statute or regulation on the Contemplated Transactionstransactions contemplated hereby.

Takeover Statutes. If any Takeover Statute is or may become applicable to the Contemplated Transactions, each of Merger or the Companyother transactions contemplated by this Agreement, the Company Board, Parent and the Parent Board, as applicable, Company Board shall grant such approvals and take such actions as are necessary so that the Contemplated Transactions such transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise act to eliminate or minimize the effects of such statute or regulation on the Contemplated Transactionssuch transactions.

Takeover Statutes. If any Takeover Statute is or may become applicable to the Contemplated TransactionsMerger or the other transactions contemplated hereby, each of the Company, the Company Board, Parent and the Parent Board, as applicable, Company and its board of directors shall grant such approvals and take such actions as are necessary so that the Contemplated Transactions such transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise act to eliminate or minimize the effects of such statute or regulation on the Contemplated Transactionssuch transactions.

Takeover Statutes. If any Takeover Statute is or may become applicable to the Contemplated Transactions, each of the Companytransactions contemplated hereby, the Company Board, Parent and the Parent Board, as applicable, Board shall grant such approvals and take such actions as are necessary so that the Contemplated Transactions transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated by this Agreement hereby and otherwise act to eliminate or minimize the effects of such statute or regulation any Takeover Statute on any of the Contemplated Transactionstransactions contemplated hereby.

Takeover Statutes. If any Takeover Statute is or may become applicable to the Contemplated TransactionsMerger or the other transactions contemplated by this Agreement, each of the Company, the Company Board, Parent and the Parent Board, as applicable, Company and their respective Boards of Directors shall grant such approvals and take such lawful actions as are necessary so to ensure that the Contemplated Transactions such transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise act to eliminate or minimize the effects of such statute or regulation and any regulations promulgated thereunder on the Contemplated Transactionssuch transactions.

Takeover Statutes. If any Takeover Statute is or may become applicable to the Contemplated Transactions, each of the CompanyParent, Merger Sub, the Company Board, Parent and the Parent Boardmembers of their respective boards of directors shall, as applicableto the fullest extent practicable, shall grant such approvals and take such actions as are necessary so that the Contemplated Transactions such transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise act to eliminate or minimize the effects of such statute or regulation on the Contemplated Transactionssuch transactions.

Takeover Statutes. If any Takeover Statute is Law may become, or may become purport to be, applicable to the Contemplated TransactionsMerger, the Support Agreements or any other transactions contemplated hereby, each of the Company, the Company Board, and Parent and the Parent Board, as applicable, shall grant such approvals and take such actions as are reasonably necessary so that the Contemplated Transactions transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated by this Agreement hereby and otherwise act to eliminate or minimize the effects of such statute or regulation on the Contemplated Transactionstransactions contemplated hereby.

Takeover Statutes. If any Takeover Statute is or may become applicable to the Contemplated Transactions, each of Parent and the Company, Company and the Parent Board and the Company Board, Parent and the Parent Board, as applicablerespectively, shall grant such approvals and take such actions as are necessary so that the Contemplated Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise act to eliminate or minimize the effects of such statute or regulation on the Contemplated Transactions.

Takeover Statutes. If any Takeover Statute is or may become applicable to the Contemplated TransactionsMerger or the other transactions contemplated by this Agreement, each of the Company, the Company Board, Parent and the Parent Board, as applicable, Company and its Board of Directors shall grant such approvals and take such actions as are necessary so that the Contemplated Transactions such transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement or by the Merger and otherwise act to eliminate or minimize the effects of such statute or regulation on the Contemplated Transactionssuch transactions.

Takeover Statutes. If any Takeover Statute is or may become applicable to the Contemplated Merger or the other Transactions, each of the Company, the Company Board, Parent and the Parent Board, as applicable, Company Board shall grant such approvals and take such actions as are necessary so that the Contemplated such Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise act to eliminate or minimize the effects of such statute or regulation on the Contemplated such Transactions.

Takeover Statutes. If any Takeover Statute is or may reasonably become or is or may reasonably be deemed applicable to the Contemplated Transactionstransactions contemplated by this Agreement, each of the Company, the Company Board, Parent and the Parent Board, as applicablerespectively, shall to the extent permitted by applicable Law, use reasonable best efforts to grant such approvals and take such actions as are reasonably necessary or advisable so that the Contemplated Transactions such transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise act to eliminate or minimize the effects of any such statute or regulation Takeover Statutes on the Contemplated Transactionstransactions contemplated by this Agreement.

Takeover Statutes. If any Takeover Statute is or may shall become applicable to the Contemplated Transactionstransactions contemplated hereby, each of the Company, the Company Board, Parent and Merger Subsidiary and the Parent Boardrespective members of their boards of directors shall, as applicableto the extent permitted by Applicable Law, shall use reasonable best efforts to grant such approvals and take such actions as are necessary so that the Contemplated Transactions transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement herein and otherwise act to eliminate or minimize the effects of such statute or regulation Takeover Statute on the Contemplated Transactionstransactions contemplated hereby.

Takeover Statutes. If any Takeover Statute is or may become ----------------- applicable to the Contemplated TransactionsMerger or the other transactions contemplated by this Agreement, each of the Company, the Company Board, Parent and the Parent Board, as applicable, Company and their respective Boards of Directors shall grant such approvals and take such lawful actions as are necessary so to ensure that the Contemplated Transactions such transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise act to eliminate or minimize the effects of such statute or regulation and any regulations promulgated thereunder on the Contemplated Transactionssuch transactions.

Takeover Statutes. If any Takeover Statute is or may become applicable to the Contemplated Transactions, each Each of the Company, the Company BoardParent, Parent Merger Sub and the Parent Board, as applicable, their respective boards of directors shall grant such approvals and take such actions as are necessary so that the Contemplated Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement hereby and otherwise act to eliminate render the restrictions of any Takeover Statutes that become or minimize are deemed to be applicable to the effects of such statute Company, Parent, Merger Sub or regulation on the Contemplated Transactions, to be inapplicable to the foregoing.

Takeover Statutes. If any “fair price”, “moratorium”, “control share acquisition” or other similar anti-takeover statute or regulation (each, a “Takeover Statute Statute”) is or may become applicable to the Contemplated Transactions, each of the Company, the Company Board, and Parent and the Company Board and Parent Board, as applicablerespectively, shall grant such approvals and take such actions as are necessary and legally permissible so that the Contemplated Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise act to eliminate or minimize the effects of such statute or regulation on the Contemplated Transactions.

Takeover Statutes. If any Takeover Statute is or may become ----------------- applicable to the Contemplated Transactions, each of the Company, the Company Board, Parent and the Parent Board, as applicable, Company and its board of directors shall grant such approvals and take such actions as are reasonably necessary so that the Contemplated Transactions such transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement or by the Merger and otherwise act to eliminate or minimize the effects of such statute or regulation on the Contemplated Transactionssuch transactions.

Takeover Statutes. If any Takeover Statute is may become, or may become purport to be, applicable to this Agreement, the Contemplated TransactionsMergers or any other transactions contemplated by this Agreement, each of the Company, the Company Board, and Parent and the Parent Board, as applicable, shall grant such approvals and take such actions as are reasonably necessary so that the Contemplated Transactions transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated by this Agreement hereby and otherwise act to eliminate or minimize the effects of such statute or regulation Takeover Statute on the Contemplated Transactionstransactions contemplated hereby.

Takeover Statutes. If any Takeover Statute is, becomes or is or may become deemed applicable to the Contemplated Transactions, each of the Company, the Company Board, Parent and the Parent Board, as applicable, Company Board shall grant such approvals and shall use commercially reasonable efforts to take such actions as are necessary and advisable so that the Contemplated Transactions such transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise act to eliminate or minimize the effects of any such statute or regulation on the Contemplated TransactionsTakeover Statutes.

Takeover Statutes. If any Takeover Statute is or may become applicable to the Contemplated TransactionsMerger or the other transactions contemplated by this Agreement, each of the Company, the Company Board, Parent and the Parent Board, as applicable, Company and their respective Boards of Directors shall grant such approvals and take such actions as are necessary so that the Contemplated Transactions such transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise act to eliminate or minimize the effects of such statute or regulation on the Contemplated Transactionssuch transactions.

Takeover Statutes. If any Takeover Statute is, becomes or is or may become deemed applicable to the Contemplated Transactions, each of the Companytransactions contemplated by this Agreement, the Company Board, Parent and the Parent Board, as applicable, Company Board shall grant such approvals and shall take such actions as are necessary and advisable so that the Contemplated Transactions such transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise act to eliminate or minimize the effects of any such statute or regulation on the Contemplated TransactionsTakeover Statutes.

Takeover Statutes. If any Takeover Statute is or may become applicable to the Contemplated TransactionsMerger or the other transactions contemplated by this Agreement, each of Parent and the Company, Company and the Parent Board and the Company Board, Parent and the Parent Board, as applicablerespectively, shall grant such approvals and take such actions as are necessary so that the Contemplated Transactions such transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise act to eliminate or minimize the effects of such statute or regulation on the Contemplated Transactionssuch transactions.

Takeover Statutes. If any Takeover Statute is or may become applicable to the Contemplated TransactionsMerger or the other transactions contemplated by this Agreement, each of the Company, the Company Board, Parent and the Parent Board, as applicable, Company and their respective Boards of Directors shall grant such approvals and take such lawful actions as are necessary so to ensure that the Contemplated Transactions such transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise act to eliminate or minimize the effects of such statute or regulation Takeover Statute and any regulations promulgated thereunder on the Contemplated Transactionssuch transactions.

Takeover Statutes. If any Takeover Statute is or may become applicable to the Contemplated TransactionsTransactions after the date of this Agreement, each Parent, the board of the Companydirectors of Parent, the Company Board, Parent and the Parent Board, as applicable, board of directors of the Company shall each use its respective reasonable best efforts to grant such approvals and take such actions as are reasonably necessary so that the Contemplated Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise act to eliminate or minimize minimize, to the extent possible, the effects of such statute or regulation on the Contemplated Transactions.

Takeover Statutes. If any Takeover Statute is or may become applicable to the Contemplated TransactionsMerger or the other transactions contemplated by this Agreement, each of the Company, the Company Board, Parent and the Parent Board, as applicable, Company and their respective Boards of Directors shall grant such approvals and take such lawful actions as are necessary so that the Contemplated Transactions such transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement or by the Merger and otherwise act to eliminate or minimize the effects of such statute or regulation statute, and any regulations promulgated thereunder, on the Contemplated Transactionssuch transactions.

Takeover Statutes. If any Takeover Statute is or may become applicable to the Contemplated Transactionstransactions contemplated by this Agreement, each of Parent and the Company, the Company Board, Parent respective members of their boards of directors and the Parent Board, as applicable, Special Committee shall grant such approvals and take such actions as are necessary so that the Contemplated Transactions such transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and shall use their reasonable best efforts to otherwise act to eliminate or minimize the effects of such statute or regulation Takeover Statute on the Contemplated Transactionssuch transactions.

Takeover Statutes. If any Takeover Statute or any takeover provision in the Company’s certificate of incorporation or bylaws is or may become applicable to this Agreement (including the Contemplated TransactionsMerger or the other transactions contemplated by this Agreement), each of the Company, the Company Board, Parent and the Parent Board, as applicable, Company and their respective boards of directors shall promptly grant such approvals and take such actions as are necessary so that the Contemplated Transactions such transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise promptly act to eliminate or minimize the effects of such statute Takeover Statute, regulation or regulation provision on the Contemplated Transactionssuch transactions.

Takeover Statutes. If any Takeover Statute is or may shall become applicable to the Contemplated TransactionsOffer, the Merger or any other transactions contemplated hereby, each of the Company, the Company Board, and Parent and the Parent Board, as applicable, members of their respective Boards of Directors shall grant such approvals and take such actions as are reasonably necessary so that the Contemplated Transactions transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated by this Agreement hereby, and shall otherwise act to eliminate or minimize the effects of such statute or regulation Takeover Statute on the Contemplated Transactionstransactions contemplated hereby.

Takeover Statutes. If any Takeover Statute is or may become applicable to the Contemplated Company, Parent, Holdco, the Merger Subs or the Transactions, each of Parent and the Company, Company and the Parent Board and the Company Board, Parent and the Parent Board, as applicablerespectively, shall grant such approvals and take such actions as are necessary so that the Contemplated Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise act to eliminate or minimize the effects of such statute or regulation on the Contemplated Transactions.

Takeover Statutes. If any Takeover Statute is or may become applicable to the Contemplated TransactionsMerger or the other transactions contemplated by this Agreement, each of the CompanyParent, Merger Sub, the Company Board, Parent and the Parent Board, as applicable, their respective boards of directors shall grant such approvals and take such actions as are necessary so that the Contemplated Transactions such transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise act to eliminate or minimize the effects of such statute or regulation on the Contemplated Transactionssuch transactions.

Takeover Statutes. If any Takeover Statute is or may become applicable to the Contemplated TransactionsMerger or any of the other transactions contemplated by this Agreement, each of the Company, the Company Board, Parent and the Parent Board, as applicable, Company and their respective boards of directors shall grant such approvals and take such actions as are necessary so that the Contemplated Transactions such transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement or by the Merger and otherwise use reasonable best efforts to act to eliminate or minimize the effects of such statute or regulation on the Contemplated Transactionssuch transactions.

Takeover Statutes. If any Takeover Statute is or may become applicable to the Contemplated Transactions, each of the Company, the Company BoardManagers, Parent and the Parent Board, as applicable, shall grant such approvals and take such actions as are necessary so that the Contemplated Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise act to eliminate or minimize the effects of such statute or regulation on the Contemplated Transactions.

Takeover Statutes. If any Takeover Statute is or may become applicable to the Contemplated TransactionsMerger or any of the Transactions after the date of this Agreement, each of Parent, the Companyboard of directors of Parent, the Company Board, Parent and the Parent Board, as applicable, Company Board shall use its respective commercially reasonable efforts to grant such approvals and take such actions as are reasonably necessary so that the Contemplated Transactions such Transaction may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise act to eliminate or minimize minimize, to the extent possible, the effects of such statute or regulation on the Contemplated Transactionssuch Transaction.

Takeover Statutes. If any Takeover Statute is or may become applicable to the Contemplated TransactionsMerger or the other transactions contemplated by this Agreement, each of the Company, the Company Board, Parent and the Parent Board, as applicable, Company and the board of directors of the Company shall grant such approvals and take such actions as are reasonably necessary so that the Contemplated Transactions such transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise act to eliminate or minimize (to the greatest extent practicable) the effects of such statute or regulation Takeover Statute on the Contemplated Transactionssuch transactions.

Takeover Statutes. If any Takeover Statute takeover statute is or may become applicable ----------------- to the Contemplated TransactionsMerger or the other transactions contemplated by this Agreement, each of the Company, the Company Board, Parent and the Parent Board, as applicable, Company and their respective Boards of Directors shall grant such approvals and take such lawful actions as are necessary so to ensure that the Contemplated Transactions such transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise act to eliminate or minimize the effects of such statute or regulation and any regulations promulgated thereunder on the Contemplated Transactionssuch transactions.

Takeover Statutes. If any Takeover Statute is or may become applicable to the Contemplated Transactions, each of the Company, the Company Board, Parent and the Parent Board, as applicable, shall Board or a duly authorized committee thereof will grant such approvals and will use reasonable best efforts to take such actions as are necessary so that the Contemplated Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise use reasonable best efforts to act to eliminate or minimize the effects of such statute or regulation on the Contemplated Transactions.

Takeover Statutes. If any Takeover Statute is or may become becomes applicable to the Contemplated Transactionstransactions contemplated by this Agreement, each of the Company, the Company Board, and Parent and the Parent Board, as applicable, members of their respective Boards of Directors shall grant such approvals and shall take such actions as are reasonably necessary and advisable so that the Contemplated Transactions such transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise act to eliminate or minimize the effects of any such statute or regulation Takeover Statutes on the Contemplated Transactionstransactions contemplated hereby.

Takeover Statutes. If any Takeover Statute is or may become applicable to the Contemplated TransactionsMerger or the other transactions contemplated by this Agreement, each of the CompanyParent, Merger Sub, the Company Board, Parent and the Parent Board, as applicable, their respective boards of directors shall grant such reasonable approvals and take such reasonable actions as are necessary so that the Contemplated Transactions such transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise act to eliminate or minimize the effects of such statute or regulation on the Contemplated Transactionssuch transactions.

Takeover Statutes. If any Takeover Statute is, becomes or is or may become deemed applicable to the Contemplated Transactions, each of the Company, transactions contemplated by this Agreement the Company Board, Parent and the Parent Board, as applicable, Company Board shall grant such approvals and shall take such actions as are reasonably necessary and advisable so that the Contemplated Transactions such transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise act to eliminate or minimize the effects of any such statute or regulation on the Contemplated TransactionsTakeover Statutes.

Takeover Statutes. If any Takeover Statute is or may become applicable to the Contemplated TransactionsMerger or the other transactions contemplated by this Agreement, each of Parent and the Company, Company and the Parent Board and the Company Board, Parent and the Parent Board, as applicablerespectively, shall grant such approvals and take such actions as are necessary so that the Contemplated Transactions such transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement Agreement, as the case may be, and otherwise act to eliminate or minimize the effects of such statute or regulation on the Contemplated Transactionssuch transactions.

Takeover Statutes. If any Takeover Statute is or may become applicable to the Contemplated TransactionsIssuance, each of the CompanyPurchase, the Conversion or the other transactions contemplated by this Agreement, the Company Board, Parent and the Parent Board, as applicable, its board of directors shall grant such approvals and take such actions as are necessary so that the Contemplated Transactions such transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise act to eliminate or minimize the effects of such statute or regulation on the Contemplated Transactionssuch transactions.

Takeover Statutes. If any Takeover Statute is or may shall become applicable to the Contemplated Transactions, each of the Companytransactions contemplated hereby, the Company Board, Parent and the Parent Board, as applicable, members of the Board of Directors of the Company shall grant such approvals and take such actions as are necessary so that the Contemplated Transactions transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated by this Agreement hereby and otherwise act to eliminate or minimize the effects of such statute or regulation on the Contemplated Transactionstransactions contemplated hereby.

Takeover Statutes. If any Takeover Statute is or may become applicable to the Contemplated TransactionsMerger or the other transactions contemplated by this Agreement, each of the CompanyParent, the Company Board, Parent and the Parent Board, as applicable, Company’s board of directors shall grant such approvals and take such actions as are necessary so that the Contemplated Transactions such transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement or by the Merger and otherwise act to eliminate or minimize the effects of such statute or regulation Takeover Statute on the Contemplated Transactionssuch transactions.

Takeover Statutes. If any Takeover Statute is or may become applicable to the Contemplated Transactions, each of the Company, the Company Board, Parent and the Parent Board, as applicable, shall grant such approvals and take such actions as are necessary so that the Contemplated Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise act to eliminate or minimize the effects of such statute or regulation on the Contemplated Transactions.

Takeover Statutes. If any Takeover Statute is or may become ----------------- applicable to the Contemplated TransactionsOffer, the Merger or the other transactions contemplated by this Agreement, each of the Company, the Company Board, Parent and the Parent Board, as applicable, Company and their respective Boards of Directors shall grant such approvals and take such lawful actions as are necessary so to ensure that the Contemplated Transactions such transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise act to eliminate or minimize the effects of such statute or regulation and any regulations promulgated thereunder on the Contemplated Transactionssuch transactions.

Takeover Statutes. If any Takeover Statute is or may become applicable to the Contemplated Transactions, each of the Company, the Company Board, Parent and the Parent Board, as applicable, Company shall grant take all necessary lawful action to ensure that such approvals and take such actions as are necessary so that the Contemplated Transactions may be consummated as promptly as practicable on the terms contemplated by and subject to the conditions set forth in this Agreement and otherwise act to eliminate or minimize the effects of such statute or regulation on the Contemplated TransactionsTakeover Statute.

Takeover Statutes. If any Takeover Statute takeover statute is or may become applicable to the Contemplated TransactionsAmalgamation or any of the Transactions after the date hereof, each of Parent, the Companyboard of directors of Parent, the Company Board, Parent and the Parent Board, as applicable, Company Board shall use its respective commercially reasonable efforts to grant such approvals and take such actions as are reasonably necessary so that the Contemplated Transactions such Transaction may be consummated as promptly as practicable on the terms and subject to the conditions contemplated by this Agreement and otherwise act to eliminate or minimize minimize, to the extent possible, the effects of such statute or regulation on the Contemplated Transactionssuch Transaction.

Takeover Statutes. If any Takeover Statute is or may become applicable to the Contemplated Transactions, each of the Company, the Company Board, Parent and the Parent BoardParties (including its board of directors or any committees thereof), as applicable, shall grant such approvals and take such actions as are reasonably necessary so that the Contemplated Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise act to eliminate or minimize the effects of such statute or regulation on the Contemplated Transactions.

Takeover Statutes. If any Takeover Statute or Parent Takeover Statute is or may become applicable to the Contemplated Transactionstransactions contemplated by this Agreement, each of the Company, the Company Board, and its Board of Directors and Parent and the Parent Boardits Supervisory and Executive Boards shall, as applicablesubject to applicable Law, shall grant such any approvals and take such any actions as are necessary so that the Contemplated Transactions transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement Agreement, and otherwise act to eliminate or minimize the effects of such statute any Takeover Statute or regulation Parent Takeover Statute on the Contemplated Transactionsthese transactions.

Takeover Statutes. If any Takeover Statute is or may become applicable to the Contemplated TransactionsMerger or the other transactions contemplated by this Agreement, each of the Company, the Company Board, Parent and the Parent Board, as applicable, Company and its respective board of directors shall grant such approvals and take such actions as are necessary so that the Contemplated Transactions such transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement Agreement, any necessary filings are made and otherwise act to eliminate or minimize the effects of such statute or regulation on the Contemplated Transactionssuch transactions.

Takeover Statutes. If any Takeover Statute is or may become becomes applicable to the Contemplated Transactions, each Transactions after the date of the Company, the Company Boardthis Agreement, Parent and the Parent Board, as applicable, Company shall grant such approvals and take such actions as are reasonably necessary so that the Contemplated Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise act to eliminate or minimize minimize, to the extent possible, the effects of such statute or regulation Takeover Statute on the Contemplated Transactions.

Takeover Statutes. If any Takeover Statute is or may become applicable to the Contemplated TransactionsMerger or the other transactions contemplated by this Agreement, each of the CompanyCompany and Parent shall use its reasonable best efforts, the Company Board, Parent and the Parent Board, as applicable, members of their respective boards of directors shall grant such approvals and approvals, to take such actions as are necessary so that the Contemplated Transactions such transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise act to eliminate or minimize the effects of such statute or regulation on the Contemplated Transactionssuch transactions.

Takeover Statutes. If any Takeover Statute is, becomes or is or may become deemed applicable to the Contemplated Transactions, each of the Company, the Company Board, Parent and the Parent Board, as applicable, Company Board shall grant such approvals and and, along with Parent, shall take such actions as are reasonably necessary and advisable so that the Contemplated Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise act to eliminate or minimize the effects of any such statute or regulation on the Contemplated TransactionsTakeover Statutes.

Takeover Statutes. If any Takeover Statute is or may become applicable to as a result of the Contemplated Transactions, each of the Company, the Company Board, Parent and the Parent Board, as applicable, shall grant such approvals and take such actions as are necessary so that the Contemplated Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise act to eliminate or minimize the effects of such statute or regulation on the Contemplated Transactions.

Takeover Statutes. If any Takeover Statute is or may become applicable to the Contemplated Merger or the other Transactions, each of the Company, the Company Board, and Parent and the Parent Board, as applicable, members of their respective boards of directors shall grant such approvals and take such actions as are reasonably necessary so that the Contemplated Transactions such transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and the CVR Agreement and otherwise act to eliminate or minimize the effects of such statute or regulation Takeover Statute on the Contemplated Transactionssuch transactions.

Takeover Statutes. If any Takeover Statute is or may become applicable to the Contemplated Transactions, then, prior to the Closing, each of the Company, the Company Board, Parent and the Parent Board, as applicable, shall grant such approvals and take such actions as are necessary so that the Contemplated Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise shall act to eliminate or minimize the effects of such statute or regulation on the Contemplated Transactions.

Takeover Statutes. If any Takeover Statute is or may become applicable to the Contemplated Merger or the other Transactions, each of the Company, the Company Board, and Parent and the Parent Board, as applicable, members of their respective boards of directors shall grant such approvals and take such actions as are reasonably necessary so that the Contemplated Transactions such transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise act to eliminate or minimize the effects of such statute or regulation Takeover Statute on the Contemplated Transactionssuch transactions.

Takeover Statutes. If any Takeover Statute is or may become applicable to the Contemplated TransactionsMerger or the other transactions contemplated by this Agreement, each of the Company, the Company Board, Parent and the Parent Board, as applicable, Company and its respective board of directors shall grant such approvals and take such actions as are necessary so that the Contemplated Transactions such transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise act to eliminate or minimize the effects of such statute or regulation on the Contemplated Transactionssuch transactions.

Takeover Statutes. If any Takeover Statute is or may become applicable to the Contemplated Transactions, each of the Companytransactions contemplated hereby, the Company Board, board of directors (or equivalent body) of Parent and the Parent Board, as applicable, shall will grant such approvals and take such actions as are necessary so that the Contemplated Transactions transactions contemplated by this Agreement and the Ancillary Agreements may be consummated as promptly as practicable on the terms contemplated by this Agreement hereby and otherwise act to eliminate or minimize the effects of such statute or regulation any Takeover Statute on any of the Contemplated Transactionstransactions contemplated hereby.

Takeover Statutes. If any Takeover Statute is or may become applicable ----------------- to the Contemplated TransactionsMerger or the other transactions contemplated by this Agreement, each of the Company, the Company Board, Parent and the Parent Board, as applicable, Company and their respective Boards of Directors shall grant such 2-45 approvals and take such lawful actions as are necessary so to ensure that the Contemplated Transactions such transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise act to eliminate or minimize the effects of such statute or regulation and any regulations promulgated thereunder on the Contemplated Transactionssuch transactions.

Takeover Statutes. If any Takeover Statute is or may become becomes applicable to any of the Contemplated Transactions, each of the Company, the Company Board, Parent and the Parent Board, as applicable, shall Company will use its reasonable best efforts to grant such approvals and take such actions as are necessary so that the Contemplated Transactions may be consummated as promptly as practicable on the terms and conditions contemplated by this Agreement hereby and otherwise to act to eliminate or minimize to the effects extent practicable the effect of such statute or regulation any Takeover Statute on any of the Contemplated Transactions.

Takeover Statutes. If any Takeover Statute is or may become applicable to the Contemplated Transactions, each of the Company, the Company Board, Parent and the Parent Board, as applicable, shall grant such approvals and take such actions as are necessary so that the Contemplated Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise act to eliminate or minimize the effects of such statute or regulation on the Contemplated Transactions.. Table of Contents

Takeover Statutes. If any Takeover Statute is or may become applicable to the Contemplated TransactionsMerger or the other transactions contemplated by this Agreement, each of the Company, the Company Board, Parent and the Parent Board, as applicable, Company and their respective Boards of Directors shall grant such approvals and take such lawful actions as are necessary so to ensure that the Contemplated Transactions such transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement Agreement, and otherwise act to eliminate or minimize the effects of such statute or regulation and any regulations promulgated thereunder on the Contemplated Transactionssuch transactions.

Takeover Statutes. If any Takeover Statute is or may become applicable to the Contemplated Transactionstransactions contemplated by this Agreement, each of Parent and the Company, the Company Board, Parent and the Parent Board, as applicablerespective members of their boards of directors, shall grant such approvals and take such actions as are necessary so that the Contemplated Transactions such transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and shall use their reasonable best efforts to otherwise act to eliminate or minimize the effects of such statute or regulation on the Contemplated Transactionssuch transactions.

Takeover Statutes. If any Takeover Statute is or may become applicable to the Contemplated Transactions, each any of the CompanyTransactions, the Company Board, Parent and the Parent Board, as applicable, Company Board shall grant such approvals and take such actions as are necessary so that the Contemplated such Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise act to eliminate or minimize the effects of such statute or regulation on the Contemplated such Transactions.. Section 16

Takeover Statutes. If any Takeover Statute is or may become applicable to the Contemplated Transactions, each of the Company, the Company Board, Parent and the Parent Board, as applicable, its board of directors shall grant such approvals and take such actions as are necessary so that the Contemplated Transactions may shall be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise act to eliminate or minimize the effects of such statute or regulation on the Contemplated Transactions.

Takeover Statutes. If any Takeover Statute takeover statute is or may become applicable to the Contemplated TransactionsMerger or the other transactions contemplated by this Agreement, each of the Company, the Company Board, and Parent and the Parent Boardtheir respective boards of directors shall, as applicablesubject to applicable Law, shall grant such approvals and use their best reasonable efforts to take such actions as are necessary so that the Contemplated Transactions such transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise act to eliminate or minimize the effects of such takeover statute or regulation on the Contemplated Transactionssuch transactions.

Takeover Statutes. If any Takeover Statute is or may become applicable ----------------- to the Contemplated TransactionsMerger or the other transactions contemplated by this Agreement, each of the Company, the Company Board, Parent and the Parent Board, as applicable, Company and their respective Boards of Directors shall grant such 2.1-45 approvals and take such lawful actions as are necessary so to ensure that the Contemplated Transactions such transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise act to eliminate or minimize the effects of such statute or regulation and any regulations promulgated thereunder on the Contemplated Transactionssuch transactions.

Takeover Statutes. If any Takeover Statute is or may become applicable to the Contemplated TransactionsMerger or the other transactions contemplated by this Agreement, each of the Company, the Company Board, Parent and the Parent Board, as applicable, Company and their respective Boards of Directors shall grant such approvals and take such lawful actions as are necessary so to ensure that the Contemplated Transactions such transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise act to eliminate or minimize the effects of such statute or regulation and any regulations promulgated thereunder on the Contemplated Transactions.such transactions. EXECUTION COPY

Takeover Statutes. If any Takeover Statute is or may become applicable to the Contemplated Transactions, each any of the CompanyTransactions, the Company Board, Parent and the Parent Board, as applicable, Company Board shall grant such approvals and take such actions as are necessary so that the Contemplated such Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise act to eliminate or minimize the effects of such statute or regulation on the Contemplated such Transactions.

Takeover Statutes. If any Takeover Statute is or may "takeover" statute shall become applicable to the Contemplated Transactionstransactions contemplated hereby, each of the Company, the Company Boardmembers of the Board of Directors of the Company, Parent and the Parent BoardBoard of Directors of Parent, as applicablesubject to fiduciary duties, shall grant such approvals and take such actions as are necessary so such that the Contemplated Transactions transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated by this Agreement hereby and otherwise act to eliminate or minimize the effects of such takeover statute or regulation on the Contemplated Transactionstransactions contemplated hereby.

Takeover Statutes. If any Takeover Statute is or may become be come applicable to the Contemplated Transactions, each transactions contemplated hereby after the date of the Company, the Company Boardthis Agreement, Parent and the Parent Board, as applicable, Company shall each use its respective commercially reasonable efforts to grant such approvals and take such actions as are reasonably necessary so that the Contemplated Transactions transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise act to eliminate or minimize minimize, to the extent possible, the effects of such statute or regulation Takeover Statute on the Contemplated Transactionstransactions contemplated hereby.

Takeover Statutes. If any Takeover Statute is or may become applicable ----------------- to the Contemplated TransactionsMerger or the other transactions contemplated by this Agreement, each of the Company, the Company Board, Parent and the Parent Board, as applicable, Company and their respective Boards of Directors and the Principals shall grant such approvals and take such lawful actions as are necessary so to ensure that the Contemplated Transactions such transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise act to eliminate or minimize the effects of such statute or regulation and any regulations promulgated thereunder on the Contemplated Transactionssuch transactions.

Takeover Statutes. If any Takeover Statute is or may become applicable to the Contemplated Transactions, each of the Company, Company and the Company Board, Parent and the Parent Board, as applicablerespectively, shall grant such approvals and take such actions as are necessary and legally permissible so that the Contemplated Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise act to eliminate or minimize the effects of such statute or regulation on the Contemplated Transactions.

Takeover Statutes. If any Takeover Statute is or may become applicable to the Contemplated Transactionstransactions contemplated hereby, each the board of directors of the Company, the Company Board, Parent and the Parent Boardor Parent, as applicablethe case may be, shall will grant such approvals and take such actions as are necessary so that the Contemplated Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise act to eliminate or minimize the effects of such statute or regulation on the Contemplated Transactions.transactions

Takeover Statutes. If any Takeover Statute is or may become applicable to the Contemplated Transactionstransactions contemplated by this Agreement, each of Parent and the Company, Company and the Parent Board and the Company Board, Parent and the Parent Board, as applicablerespectively, shall grant such approvals and take such actions as are reasonably necessary so that the Contemplated Transactions such transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement Agreement, as the case may be, and otherwise act to eliminate or minimize the effects of such statute or regulation on the Contemplated Transactionssuch transactions.

Takeover Statutes. If any Takeover Statute is or may become applicable to the Contemplated Transactions, each of the Company, the Company Board, Parent and the Parent Board, as applicable, Board or a duly authorized committee thereof shall grant such approvals and take such actions as are necessary so that the Contemplated Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise act to eliminate or minimize the effects of such statute or regulation on the Contemplated Transactions.

Takeover Statutes. If any Takeover Statute takeover statute is or may become applicable to the Contemplated TransactionsMerger or the other transactions contemplated by this Agreement, each of the Company, the Company Board, Parent and the Parent Board, as applicable, Company and their respective Boards of Directors shall grant such approvals and take such lawful actions as are necessary so to ensure that the Contemplated Transactions Merger and such other transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise act to eliminate or minimize the effects of such statute or regulation and any regulations promulgated thereunder on the Contemplated Transactionssuch transactions.

Takeover Statutes. If any Takeover Statute is or may similar Law will become applicable to the Contemplated Transactionstransactions contemplated by this Agreement, each of the Company, the Company Board, Merger Sub and Parent and the Parent Board, as applicable, shall their respective board of directors (or equivalent governing body) will grant such approvals and take such actions as are reasonably necessary so that the Contemplated Transactions transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated by this Agreement hereby and otherwise act to eliminate or minimize the effects of such statute or regulation on the Contemplated Transactionstransactions contemplated hereby.

Takeover Statutes. If any Takeover Statute is or may become ----------------- applicable to the Contemplated TransactionsMerger or the other transactions contemplated by this Agreement, each of the Company, the Company Board, Parent and the Parent Board, as applicable, Company and their respective Boards of Directors shall grant such approvals and take such lawful actions as are necessary so to ensure that the Contemplated Transactions such transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise act to eliminate or minimize the effects of such statute or regulation and any regulations promulgated thereunder on the Contemplated Transactionssuch transactions.

Takeover Statutes. If any Takeover Statute is or may shall become applicable to the Contemplated Transactions, each of the Company, the Company Boardtransactions contemplated hereby, Parent and the Parent Board, as applicable, Company and their respective Boards of Directors shall use their reasonable best efforts to grant such approvals and to take such other actions as are necessary so that the Contemplated Transactions transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated by this Agreement hereby and shall otherwise act to eliminate or minimize the effects of any such statute or regulation on the Contemplated Transactionstransactions contemplated hereby.

Takeover Statutes. If any Takeover Statute is or may become applicable to any of the Contemplated Transactions, each of the CompanySellers and their respective boards of directors, the Company Boardgeneral partners, Parent and the Parent Boardmanaging members or managing boards, as applicable, shall grant such approvals and take such actions as are necessary so that the Contemplated Transactions such transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement the Transaction Documents, and otherwise act to eliminate or minimize the effects of such statute or regulation on the Contemplated such Transactions.

Takeover Statutes. If any Takeover Statute is or may become applicable to the Contemplated Transactions, each of the Company, the Company Board, Parent Buyer and the Parent Buyer Board, as applicable, shall grant such approvals and take such actions as are necessary so that the Contemplated Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise act to eliminate or minimize the effects of such statute or regulation on the Contemplated Transactions.

Takeover Statutes. If any Takeover Statute is or may become applicable to the Contemplated TransactionsTransaction, each of the Company, the Company Board, the Parent and the Parent Board, as applicable, shall grant such approvals and take such actions as are necessary so that the Contemplated Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise act to eliminate or minimize the effects of such statute or regulation on the Contemplated Transactions.

Takeover Statutes. If any Takeover Statute is may become, or may become purport to be, applicable to this Agreement or the Contemplated Transactions, each of Parent shall grant, and the Company, Sellers shall grant or shall cause the Company Boardto grant, Parent and the Parent Board, as applicable, shall grant such approvals and take such actions as are reasonably necessary so that the Contemplated Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement hereby and otherwise act to eliminate or minimize the effects of such statute or regulation Takeover Statute on the Contemplated Transactions.

Takeover Statutes. If any Takeover Statute is or may become becomes applicable to the Contemplated Transactions, then each of the Company, the Company BoardParent, Parent Purchaser, and the Parent Board, as applicable, their respective Boards of Directors shall grant such approvals and take such reasonable actions as are necessary so that the Contemplated Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement hereby and otherwise act to eliminate or minimize render such Takeover Statute inapplicable to the effects of such statute or regulation on the Contemplated Transactionsforegoing.

Takeover Statutes. If any Takeover Statute is or may become applicable to the Contemplated Transactionstransactions contemplated by this Agreement or the Transaction Documents, the respective board of directors of each of the Company, the Company Board, Parent and the Parent Board, as applicable, Company shall grant such approvals and take such actions as are necessary so that the Contemplated Transactions transactions contemplated by this Agreement and the Transaction Documents may be consummated as promptly as practicable on the terms contemplated by this Agreement hereby and otherwise act to eliminate or minimize the effects of any such statute or regulation Takeover Statute on any of the Contemplated Transactionstransactions contemplated hereby.

Takeover Statutes. If any Takeover Statute is or may become applicable to the Contemplated TransactionsMerger or the other transactions contemplated by this Agreement, each of the Company, the Company Board, Parent and the Parent Board, as applicable, Company and their respective boards of directors shall grant such approvals and take such actions consistent with their fiduciary duties and applicable law as are necessary so that the Contemplated Transactions such transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement or by the Merger and otherwise act to eliminate or minimize the effects of such statute or regulation on the Contemplated Transactionssuch transactions.

Takeover Statutes. If any Takeover Statute is or may become applicable to the Contemplated Transactions, each of the Company, the Company Board, Parent and the Parent Board, as applicable, shall grant such approvals and take such actions as are necessary so that the Contemplated Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise act to eliminate or minimize the effects of such statute or regulation on the Contemplated Transactions.. 50

Takeover Statutes. If any Takeover Statute is or may become applicable to the Contemplated TransactionsOffer, each the Merger or any of the Companyother transactions contemplated by this Agreement after the date of this Agreement, Parent, the board of directors of Parent, the Company Board, Parent and the Parent Board, as applicable, Company Board of Directors shall use commercially reasonable efforts to grant such approvals and take such actions as are reasonably necessary so that the Contemplated Transactions such transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise act to eliminate or minimize the effects of such statute or regulation on the Contemplated Transactionssuch transactions.

Takeover Statutes. If any Takeover Statute is, becomes or is or may become deemed applicable to the Contemplated Transactions, each of the Company, the Company Board, Parent and the Parent Board, as applicable, Company Board shall grant such approvals and, along with Public Parent and Parent, shall take such actions as are reasonably necessary and advisable so that the Contemplated Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise act to eliminate or minimize the effects of any such statute or regulation on the Contemplated TransactionsTakeover Statutes.

Takeover Statutes. If any Takeover Statute is or may become applicable to the Contemplated Transactions, each of the Companytransactions contemplated hereby, the Company Board, Parent and the Parent Board, as applicable, Board shall grant such approvals and take such actions as are necessary so that the Contemplated Transactions transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise act to eliminate or minimize the effects of such statute or regulation on the Contemplated Transactions.terms