Common use of Takeover Statutes Clause in Contracts

Takeover Statutes. If any takeover statute is or becomes applicable to this Agreement or any of the Merger Transactions, each of the parties hereto and their respective boards of directors (or similar governing bodies) shall (a) take all necessary action to ensure that the Merger Transactions may be consummated as promptly as practicable upon the terms and subject to the conditions set forth in this Agreement and (b) otherwise act to eliminate or minimize any adverse effects of such takeover statutes.

Appears in 7 contracts

Sources: Merger Agreement (Winston Hotels Inc), Merger Agreement (Inland American Real Estate Trust, Inc.), Merger Agreement (Winston Hotels Inc)

Takeover Statutes. If any takeover statute Takeover Statute is or becomes may become applicable to this Agreement the Merger or any the other transactions contemplated hereby, the Company and the Board of the Merger TransactionsDirectors will grant such approvals, each of the parties hereto and their respective boards of directors (or similar governing bodies) shall (a) will take all such other actions as are necessary action to ensure so that the Merger Transactions or any the other transactions contemplated hereby may be consummated as promptly as practicable upon on the terms contemplated hereby or thereby and subject to the conditions set forth in this Agreement and (b) will otherwise act to eliminate or minimize any adverse the effects of such takeover statutesany Takeover Statute on the Merger or any of the other transactions contemplated hereby.

Appears in 6 contracts

Sources: Merger Agreement, Agreement and Plan of Merger (Ixia), Merger Agreement (Ixia)

Takeover Statutes. If any takeover statute Takeover Statute is or becomes applicable to this Agreement or any of Agreement, the Merger Transactionsor the other transactions contemplated by this Agreement, each of Parent and the parties hereto Company and their respective boards of directors (or similar governing bodies) shall (a) take all necessary action to ensure that the Merger Transactions such transactions may be consummated as promptly as practicable upon the terms and subject to the conditions set forth in this Agreement and (b) otherwise act to eliminate or minimize any adverse the effects of such takeover statutesTakeover Statute.

Appears in 5 contracts

Sources: Agreement and Plan of Merger (CSR PLC), Agreement and Plan of Merger (Zoran Corp \De\), Merger Agreement (CSR PLC)

Takeover Statutes. If any takeover statute is or becomes applicable to this Agreement Agreement, the Arrangement or any of the Merger Transactionsother transactions contemplated by this Agreement, each of the parties hereto Purchaser and Target and their respective boards of directors (or similar governing bodies) shall (ai) take all necessary action to ensure that the Merger Transactions such transactions may be consummated as promptly as practicable upon the terms and subject to the conditions set forth in this Agreement and (bii) otherwise act to eliminate or minimize any adverse the effects of such takeover statutesstatute.

Appears in 5 contracts

Sources: Acquisition Agreement (Iamgold Corp), Acquisition Agreement (Iamgold Corp), Acquisition Agreement (Cambior Inc)

Takeover Statutes. If any takeover statute is Takeover Laws may become, or becomes may purport to be, applicable to this Agreement the Merger or any of the Merger Transactionsother transactions contemplated hereby, each of the parties hereto Parties and the members of their respective boards of directors (or similar governing bodies) shall (a) use their respective reasonable best efforts to grant such approvals and take all such actions as are necessary action to ensure so that the Merger Transactions transactions contemplated hereby may be consummated as promptly as practicable upon on the terms and subject to the conditions set forth in this Agreement contemplated hereby and (b) otherwise act to lawfully eliminate or minimize any adverse the effects of such takeover statutesany Takeover Law on the transactions contemplated hereby.

Appears in 4 contracts

Sources: Merger Agreement (Ii-Vi Inc), Merger Agreement (Coherent Inc), Agreement and Plan of Merger (Lumentum Holdings Inc.)

Takeover Statutes. If any takeover statute Takeover Statute is or becomes may become applicable to this Agreement or any of the Merger Transactionsor the other transactions contemplated hereby, each of Merger Sub and the parties hereto Company and their respective boards its board of directors (or similar governing bodies) shall (a) grant such approvals and take all such actions as are necessary action to ensure so that the Merger Transactions such transactions may be consummated as promptly as practicable upon on the terms and subject to the conditions set forth in contemplated by this Agreement and (b) otherwise act to eliminate or minimize any adverse the effects of such takeover statutesstatute or regulation on such transactions.

Appears in 3 contracts

Sources: Merger Agreement (Wilmar Industries Inc), Merger Agreement (Green William S), Merger Agreement (Parthanon Investors Lp)

Takeover Statutes. If any takeover statute Takeover Statute is or becomes may become applicable to this Agreement or any of the Merger Transactionsor the other transactions contemplated hereby, each of the parties hereto Company and their Buyers and its respective boards board of directors (or similar governing bodies) body shall (a) grant such approvals and take all such actions as are necessary action to ensure so that the Merger Transactions such transactions may be consummated as promptly as practicable upon on the terms and subject to the conditions set forth in contemplated by this Agreement and (b) otherwise act to eliminate or minimize any adverse the effects of such takeover statutesstatute or regulation on such transactions.

Appears in 3 contracts

Sources: Merger Agreement (Three Cities Fund Ii Lp), Merger Agreement (Three Cities Fund Ii Lp), Agreement and Plan of Merger (Three Cities Fund Ii Lp)

Takeover Statutes. If any takeover statute is or becomes applicable to this Agreement Agreement, the Mergers or any of the Merger Transactionsother transactions contemplated by this Agreement, each of the parties hereto and their respective boards of directors (or similar governing bodiesmanaging members or general partners, as applicable) shall (a) take all necessary action to ensure that the Merger Transactions such transactions contemplated hereby may be consummated as promptly as practicable upon the terms and subject to the conditions set forth in this Agreement and (b) otherwise act to eliminate or minimize any adverse the effects of such takeover statutesstatute.

Appears in 3 contracts

Sources: Merger Agreement, Merger Agreement (Carramerica Realty Operating Partnership Lp), Merger Agreement (Archstone Smith Trust)

Takeover Statutes. If any takeover statute is or becomes applicable to this Agreement or any of Agreement, the Merger Transactionsor the other transactions contemplated by this Agreement, each of Parent, Merger Sub and the parties hereto Company and their respective boards of directors (or similar governing bodies) shall will (a) take all necessary action to ensure that the Merger Transactions such transactions may be consummated as promptly as practicable upon the terms and subject to the conditions set forth in this Agreement Agreement, and (b) otherwise act to eliminate or minimize any adverse the effects of such takeover statutesstatute.

Appears in 3 contracts

Sources: Merger Agreement (Emageon Inc), Merger Agreement (Health Systems Solutions Inc), Merger Agreement (Health Systems Solutions Inc)

Takeover Statutes. If any takeover statute is Takeover Statute may become, or becomes may purport to be, applicable to this Agreement Agreement, the Merger or any of the Merger Transactionsother transactions contemplated by this Agreement, each of the parties hereto Company, Parent and Merger Sub (and the members of their respective boards Board of directors (Directors or similar equivalent governing bodiesbody) shall (a) grant such approvals and take all such actions as are reasonably necessary action to ensure so that the Merger Transactions transactions contemplated hereby may be consummated as promptly as practicable upon on the terms contemplated hereby and subject to the conditions set forth in this Agreement and (b) otherwise act to eliminate or minimize any adverse the effects of such takeover statutesTakeover Statute on the transactions contemplated hereby.

Appears in 2 contracts

Sources: Merger Agreement (Barnes Group Inc), Merger Agreement (Arconic Corp)

Takeover Statutes. If any takeover statute Takeover Statute is or becomes may become applicable to this Agreement or any of the Merger Transactionsor the other transactions contemplated by this Agreement, each of Parent, Merger Sub, the parties hereto Company and the members of their respective boards of directors (or similar governing bodies) shall (a) shall, to the fullest extent practicable, grant such approvals and take all such actions as are necessary action to ensure so that the Merger Transactions such transactions may be consummated as promptly as practicable upon on the terms and subject to the conditions set forth in contemplated by this Agreement and (b) otherwise act to eliminate or minimize any adverse the effects of such takeover statutesstatute or regulation on such transactions.

Appears in 2 contracts

Sources: Merger Agreement (Echo Global Logistics, Inc.), Merger Agreement (Command Security Corp)

Takeover Statutes. If Subject to the terms of this Agreement and the parties' respective fiduciary duties under applicable law, if any takeover statute Takeover Statute is or becomes may become applicable to the transactions contemplated by this Agreement or any of the Merger TransactionsAgreement, each of the parties hereto Company and Parent and their respective boards Board of directors (or similar governing bodies) shall (a) Directors shall, subject to applicable law, grant any approvals and take all any actions as are necessary action to ensure so that the Merger Transactions transactions contemplated by this Agreement may be consummated as promptly as practicable upon on the terms contemplated by this Agreement, and subject to the conditions set forth in this Agreement and (b) otherwise act to eliminate or minimize any adverse the effects of such takeover statutesany Takeover Statute on these transactions.

Appears in 2 contracts

Sources: Merger Agreement (Grey Global Group Inc), Merger Agreement (WPP Group PLC)

Takeover Statutes. If any takeover statute Takeover Statute is or becomes may become applicable to this Agreement or any of the Merger Transactionsor the other transactions contemplated by this Agreement, each of the parties hereto Parent, Merger Sub and their the Company and its respective boards board of directors (or similar governing bodies) shall (a) grant such approvals and take all such actions as are necessary action to ensure so that the Merger Transactions such transactions may be consummated as promptly as practicable upon on the terms and subject to the conditions set forth in contemplated by this Agreement and (b) otherwise act to eliminate or minimize any adverse the effects of such takeover statutesstatute or regulation on such transactions.

Appears in 2 contracts

Sources: Merger Agreement (ExlService Holdings, Inc.), Merger Agreement (ExlService Holdings, Inc.)

Takeover Statutes. If any takeover statute is or becomes applicable to this Agreement or any of Agreement, the Merger Transactionsor the other transactions contemplated by this Agreement, each of MergerCo and the parties hereto Company and their respective boards of directors (or similar governing bodies) shall will (a) take all necessary action to ensure that the Merger Transactions such transactions may be consummated as promptly as practicable upon the terms and subject to the conditions set forth in this Agreement and (b) otherwise act to eliminate or minimize any adverse the effects of such takeover statutesstatute.

Appears in 2 contracts

Sources: Merger Agreement (Theragenics Corp), Merger Agreement (Michas Alexis P)

Takeover Statutes. If any takeover statute Takeover Statute is or becomes applicable to this Agreement, the Voting Agreement, the Merger or the other transactions contemplated by this Agreement or any of the Merger TransactionsVoting Agreement, each of Parent and the parties hereto Company and their respective boards of directors (or similar governing bodies) shall (a) take all necessary action to ensure that the Merger Transactions such transactions may be consummated as promptly as practicable upon the terms and subject to the conditions set forth in this Agreement and (b) otherwise act to eliminate or minimize any adverse the effects of such takeover statutesTakeover Statute.

Appears in 2 contracts

Sources: Merger Agreement (Manchester Technologies Inc), Merger Agreement (Electrograph Holdings, Inc.)

Takeover Statutes. If any takeover statute Takeover Statute is or becomes may become applicable to this Agreement the Merger or any of the Merger Transactionsother transactions contemplated by this Agreement, each of the parties hereto Company, Parent and Merger Sub and their respective boards of directors (or similar governing bodies) shall (a) promptly grant such approvals and take all such lawful actions as are necessary action to ensure so that the Merger Transactions and/or such other transactions may be consummated as promptly as practicable upon on the terms contemplated by this Agreement, and subject to the conditions set forth in this Agreement and (b) otherwise act take such lawful actions to eliminate or minimize any adverse the effects of such takeover statutesstatute, and any regulations promulgated thereunder, on the Merger and such other transactions.

Appears in 2 contracts

Sources: Merger Agreement (Rofin Sinar Technologies Inc), Merger Agreement (Coherent Inc)

Takeover Statutes. If any takeover statute is or becomes applicable to this Agreement or any of Agreement, the Offer, the Merger Transactionsor the other transactions contemplated by this Agreement, each of Parent, Merger Sub and the parties hereto Company and their respective boards of directors (or similar governing bodies) shall will (a) take all necessary action to ensure that the Merger Transactions such transactions may be consummated as promptly as practicable upon the terms and subject to the conditions set forth in this Agreement Agreement, and (b) otherwise act to eliminate or minimize any adverse the effects of such takeover statutesstatute.

Appears in 2 contracts

Sources: Merger Agreement (AMICAS, Inc.), Merger Agreement (Emageon Inc)

Takeover Statutes. If any takeover statute Takeover Statute is or becomes may become applicable to this Agreement or any of the Merger Transactionstransactions contemplated by the Reorganization Agreements, each of the parties hereto Company and Acquiror and their respective boards Boards of directors (or similar governing bodies) shall (a) Directors will grant such approvals and take all such actions as are necessary action to ensure so that the Merger Transactions transactions contemplated by the Reorganization Agreements may be consummated as promptly as practicable upon on the terms contemplated thereby and subject to the conditions set forth in this Agreement and (b) otherwise act to eliminate or minimize any adverse the effects of such takeover statutesany Takeover Statute on any of the transactions contemplated by the Reorganization Agreements.

Appears in 2 contracts

Sources: Merger Agreement (Valero Refining & Marketing Co), Merger Agreement (Valero Energy Corp)

Takeover Statutes. If any state takeover statute is or similar law becomes applicable to this Agreement or any of (including the Merger Transactionsand the other transactions contemplated hereby), each of (i) Parent and the parties hereto Merger Subsidiaries and their respective boards Boards of directors Directors, and (or similar governing bodiesii) subject to Section 6.5, the Company and its Board of Directors, shall (a) take all commercially reasonable action necessary action to ensure so that the Merger Transactions such transactions may be consummated as promptly as practicable upon on the terms and subject to the conditions set forth in this Agreement and (b) contemplated hereby or otherwise act to eliminate or minimize any adverse effects the effect of such takeover statutesstatute or regulation on this Agreement or the transactions contemplated hereby.

Appears in 2 contracts

Sources: Merger Agreement (Atheros Communications Inc), Merger Agreement (Intellon Corp)

Takeover Statutes. If any takeover statute is or becomes applicable to this Agreement or any of Agreement, the Merger Transactionsor the other transactions contemplated by this Agreement, each of the parties hereto and their respective boards of directors (or similar governing bodies) shall (a) take all necessary action to ensure that the Merger Transactions such transactions contemplated hereby may be consummated as promptly as reasonably practicable upon the terms and subject to the conditions set forth in this Agreement and (b) otherwise act to eliminate or minimize any adverse the effects of such takeover statutesstatute.

Appears in 2 contracts

Sources: Merger Agreement (Encore Medical Corp), Merger Agreement (Encore Medical, L.P.)

Takeover Statutes. If any takeover statute Takeover Statute is or becomes may become applicable to this Agreement or any of Agreement, the Merger Transactionsor the other transactions contemplated by this Agreement, each of Parent and the parties hereto Company and their respective boards of directors (or similar governing bodies) shall (a) take all necessary action to ensure that the Merger Transactions such transactions may be consummated as promptly as practicable upon the terms and subject to the conditions set forth in this Agreement and (b) otherwise act to eliminate or minimize any adverse the effects of such takeover statutesTakeover Statute.

Appears in 2 contracts

Sources: Merger Agreement (Brookstone Inc), Merger Agreement (Duane Reade Inc)

Takeover Statutes. If any takeover statute Takeover Law is or becomes applicable to this Agreement or any of Agreement, the Merger Transactionsor the other transactions contemplated by this Agreement, each of Parent, Purchaser and the parties hereto Company and their respective boards of directors (or similar governing bodies) shall will (a) take all necessary action to ensure that the Merger Transactions such transactions may be consummated as promptly as practicable upon the terms and subject to the conditions set forth in this Agreement and (b) otherwise act to eliminate or minimize any adverse the effects of such takeover statutesTakeover Law.

Appears in 2 contracts

Sources: Merger Agreement (American Fiber Systems, Inc.), Merger Agreement (Fibernet Telecom Group Inc\)

Takeover Statutes. If any takeover statute Takeover Statute is or becomes may become applicable to this Agreement or any of the Merger Transactionsor the other transactions contemplated hereby, each of the parties hereto Parties shall grant such approvals and their respective boards of directors (or similar governing bodies) shall (a) take all such lawful actions as are necessary action to ensure that the Merger Transactions may be consummated as promptly as practicable upon the terms and subject to the conditions set forth in this Agreement and (b) otherwise act to eliminate or minimize any adverse the effects of such takeover statutesTakeover Statute and any regulations promulgated thereunder on such transactions.

Appears in 2 contracts

Sources: Merger Agreement (Zarlink Semiconductor Inc), Merger Agreement (Zarlink Semiconductor Inc)

Takeover Statutes. If any takeover statute Takeover Statute is or becomes applicable to this Agreement or any of Agreement, the Merger or the other Transactions, each of Parent and the parties hereto Company and their respective boards of directors (or similar governing bodies) shall (a) take all necessary action to ensure that the Merger Transactions such transactions may be consummated as promptly as practicable upon the terms and subject to the conditions set forth in this Agreement and (b) otherwise act to eliminate or minimize any adverse the effects of such takeover statutesTakeover Statute.

Appears in 2 contracts

Sources: Merger Agreement (Renaissancere Holdings LTD), Merger Agreement (Platinum Underwriters Holdings LTD)

Takeover Statutes. If any takeover statute Takeover Statute is or becomes may become applicable to this Agreement the Merger or any of the Merger Transactionsother transactions contemplated hereby, each of the parties hereto Company will grant such approvals, and their respective boards of directors (or similar governing bodies) shall (a) will take all such other actions as are necessary action to ensure so that the Merger Transactions or any the other transactions contemplated hereby may be consummated as promptly as practicable upon on the terms contemplated hereby or thereby and subject to the conditions set forth in this Agreement and (b) will otherwise act to eliminate or minimize any adverse the effects of such takeover statutesany Takeover Statute on the Merger or any of the other transactions contemplated hereby.

Appears in 2 contracts

Sources: Merger Agreement (Tekelec), Agreement and Plan of Merger (Tekelec)

Takeover Statutes. If any takeover statute is or becomes applicable to this Agreement Agreement, the Mergers or any of the Merger Transactionsother transactions contemplated by this Agreement, each of the parties hereto and their respective boards of directors or boards of trustees (or similar governing bodiesmanaging members or general partners, as applicable) shall use their reasonable efforts to (a) take all necessary action to ensure so that the Merger Transactions transactions contemplated hereby may be consummated as promptly as practicable upon the terms and subject to the conditions set forth in this Agreement and (b) otherwise act to eliminate or minimize any adverse the effects of such takeover statutesstatute.

Appears in 2 contracts

Sources: Merger Agreement (Eop Operating LTD Partnership), Merger Agreement (Eop Operating LTD Partnership)

Takeover Statutes. If any takeover statute Takeover Statute is or becomes may become applicable to this Agreement or any of Agreement, the Voting Agreement, the Merger Transactionsor the other transactions contemplated hereby or thereby, each of Merger Sub and the parties hereto Company and their respective boards its board of directors (or similar governing bodies) shall (a) grant such approvals and take all such actions as are necessary action to ensure so that the Merger Transactions such transactions may be consummated as promptly as practicable upon on the terms and subject to the conditions set forth in contemplated by this Agreement and (b) otherwise act to eliminate or minimize any adverse the effects of such takeover statutesstatute or regulation on such transactions.

Appears in 2 contracts

Sources: Merger Agreement (New Brunswick Scientific Co Inc), Merger Agreement (Eppendorf INC)

Takeover Statutes. If any takeover statute Takeover Statute is or becomes may become applicable to this Agreement or any of the Merger TransactionsMerger, each of the parties hereto Company and their respective boards of directors (or similar governing bodies) Buyer shall (a) take all such actions as are necessary action to ensure so that the Merger Transactions and the other transactions contemplated by this Agreement may be consummated as promptly as practicable upon on the terms contemplated hereby and subject to the conditions set forth in this Agreement and (b) otherwise act to eliminate or minimize any adverse the effects of any Takeover Statute on the Merger and such takeover statutesother transactions.

Appears in 1 contract

Sources: Merger Agreement (Sonic Foundry Inc)

Takeover Statutes. If any takeover statute is or becomes applicable to this Agreement or any of Agreement, the Equity Financing Commitments, the Merger Transactionsor the other transactions contemplated by this Agreement, each of Parent, Merger Sub and the parties hereto Company and their respective boards of directors (or similar governing bodies) shall will (a) take all necessary action to ensure that the Merger Transactions such transactions may be consummated as promptly as practicable upon the terms and subject to the conditions set forth in this Agreement Agreement, and (b) otherwise act to eliminate or minimize any adverse the effects of such takeover statutesstatute.

Appears in 1 contract

Sources: Merger Agreement (Nuveen Investments Inc)

Takeover Statutes. If any takeover statute Takeover Statute is or becomes may become applicable to this Agreement or any of the Merger Transactionsor the other transactions contemplated by this Agreement, each of Parent, the parties hereto Company and Merger Sub and their respective boards of directors (or similar governing bodies) shall (a) grant such approvals and take all such actions as are reasonably necessary action to ensure under such Takeover Statute so that the Merger Transactions such transactions may be consummated as promptly as practicable upon on the terms and subject to the conditions set forth in contemplated by this Agreement and (b) otherwise act to eliminate or minimize any adverse the effects of such takeover statutesTakeover Statute on such transactions.

Appears in 1 contract

Sources: Merger Agreement (Quality Distribution Inc)

Takeover Statutes. If any takeover statute Takeover Statute is or becomes may become applicable to this Agreement the Mergers or any of the Merger other Transactions, each of the parties hereto and their its respective boards Board of directors (or similar governing bodies) Directors shall (a) grant such approvals and take all necessary action to ensure such actions as are legally permissible so that the Merger Transactions may be consummated as promptly as practicable upon on the terms and subject to the conditions set forth in this Agreement contemplated hereby and (b) otherwise act to eliminate or minimize any adverse the effects of any such takeover statutesTakeover Statute on the Transactions.

Appears in 1 contract

Sources: Merger Agreement (Flowserve Corp)

Takeover Statutes. If any takeover statute is or becomes applicable to this Agreement or any of Agreement, the Merger or the Contemplated Transactions, each of the parties hereto and their respective boards of directors (or similar governing bodiesmanaging members or general partners, as applicable) shall (a) take all necessary action to ensure that the Merger and the Contemplated Transactions may be consummated as promptly as practicable upon the terms and subject to the conditions set forth in this Agreement and (b) otherwise act to eliminate or minimize any adverse the effects of such takeover statutesstatute.

Appears in 1 contract

Sources: Merger Agreement (Boston Capital Real Estate Investment Trust Inc)

Takeover Statutes. If any takeover statute is Takeover Laws may become, or becomes may purport to be, applicable to this Agreement the Mergers or any of the Merger Transactionsother transactions contemplated hereby, each of the parties hereto Parties and the members of their respective boards of directors (or similar governing bodies) shall (a) use their respective reasonable best efforts to grant such approvals and take all such actions as are necessary action to ensure so that the Merger Transactions transactions contemplated hereby may be consummated as promptly as practicable upon on the terms and subject to the conditions set forth in this Agreement contemplated hereby and (b) otherwise act to lawfully eliminate or minimize any adverse the effects of such takeover statutesany Takeover Law on the transactions contemplated hereby.

Appears in 1 contract

Sources: Merger Agreement (Lumentum Holdings Inc.)

Takeover Statutes. If any takeover statute Takeover Statute is or becomes applicable to this Agreement or any of Agreement, the Merger Transactionsor the other transactions contemplated by this Agreement, each of Parent and the parties hereto Company and their respective boards of directors (or similar governing bodies) shall (a) take all necessary action to ensure that the Merger Transactions such transactions may be consummated as promptly as practicable upon the terms and subject to the conditions set forth in this Agreement and (b) otherwise act to eliminate or minimize any adverse the effects of such takeover statutesTakeover Statute.

Appears in 1 contract

Sources: Merger Agreement (Atari Inc)

Takeover Statutes. If any takeover statute Takeover Law is or becomes may become applicable to this Agreement the Offer or the Mergers or any of the Merger Transactionsother transactions contemplated by this Agreement, the Parties and each of the parties hereto and their respective boards Board of directors (or similar governing bodies) Directors shall (a) grant such approvals and take all such actions within such Party’s control as are permitted and necessary action to ensure so that the Merger Transactions such transactions may be consummated as promptly as practicable upon on the terms and subject to the conditions set forth in contemplated by this Agreement and (b) otherwise act to eliminate or minimize any adverse the effects of such takeover statutesstatute or regulation on such transactions.

Appears in 1 contract

Sources: Agreement and Plan of Merger and Reorganization (Applied Micro Circuits Corp)

Takeover Statutes. If any takeover statute is or becomes applicable to this Agreement Agreement, the Arrangement or any of the Merger Transactionsother transactions contemplated by this Agreement, each of the parties hereto Purchaser and Fairmont and their respective boards of directors (or similar governing bodies) shall (a) take all necessary action to ensure that the Merger Transactions such transactions may be consummated as promptly as practicable upon the terms and subject to the conditions set forth in this Agreement and (b) otherwise act to eliminate or minimize any adverse the effects of such takeover statutesstatute.

Appears in 1 contract

Sources: Acquisition Agreement (Fairmont Hotels & Resorts Inc)

Takeover Statutes. If any state takeover statute is or similar law becomes applicable to this Agreement or any of (including the Merger Transactionsand the other transactions contemplated hereby), each of Parent, Merger Subsidiary, the parties hereto Company and their respective boards Boards of directors (or similar governing bodies) Directors shall (a) take all commercially reasonable action necessary action to ensure so that the Merger Transactions such transactions may be consummated as promptly as practicable upon on the terms and subject to the conditions set forth in this Agreement and (b) contemplated hereby or otherwise act to eliminate or minimize any adverse effects the effect of such takeover statutesstatute or regulation on this Agreement or the transactions contemplated hereby.

Appears in 1 contract

Sources: Merger Agreement (Logicvision Inc)

Takeover Statutes. If any takeover statute is or becomes applicable to this Agreement or any of Agreement, the Merger Transactionsor the other transactions contemplated by this Agreement, each of Parent and the parties hereto Company and their respective boards Boards of directors (or similar governing bodies) Directors shall (a) take all necessary action to ensure that the Merger Transactions such transactions may be consummated as promptly as practicable upon the terms and subject to the conditions set forth in this Agreement and (b) otherwise act to eliminate or minimize any adverse the effects of such takeover statutesstatute and any of the transactions contemplated hereby.

Appears in 1 contract

Sources: Merger Agreement (Novelos Therapeutics, Inc.)

Takeover Statutes. If any takeover statute Takeover Statute is or becomes applicable to this Agreement, any Transaction Document, the Transactions (including the Merger) or the other transactions contemplated by this Agreement or any of the Merger TransactionsTransaction Document, each of the parties hereto and their respective boards of managers or directors (or similar governing bodies) shall (a) take all necessary action to ensure that the Merger Transactions such transactions may be consummated as promptly as practicable upon the terms and subject to the conditions set forth in this Agreement and (b) otherwise act to eliminate or minimize any adverse the effects of such takeover statutesTakeover Statute.

Appears in 1 contract

Sources: Equity Purchase Agreement (Kenexa Corp)

Takeover Statutes. If any takeover statute is or becomes Takeover Statute shall become applicable to this Agreement or any of the Merger Transactionsor the other transactions contemplated by this Agreement, each of the parties hereto Company, Parent and Merger Sub and their respective boards board of directors (directors, board of managers or similar equivalent governing bodies) body shall (a) grant such approvals and take all such actions as shall be reasonably necessary action to ensure so that the Merger Transactions and the other transactions contemplated by this Agreement may be consummated as promptly as practicable upon on the terms contemplated hereby and subject to the conditions set forth in this Agreement and (b) otherwise act to eliminate or minimize any adverse the effects of such takeover statutesTakeover Statute on the Merger or the other transactions contemplated by this Agreement.

Appears in 1 contract

Sources: Merger Agreement (Cable One, Inc.)

Takeover Statutes. If any takeover statute Takeover Statute is or becomes may become applicable to this Agreement or any of the Merger or the other Transactions, each of the parties hereto and their its respective boards Board of directors (or similar governing bodies) Directors shall (a) grant such approvals and take all necessary action to ensure such actions as are legally permissible so that the Merger Transactions may be consummated as promptly as practicable upon on the terms and subject to the conditions set forth in this Agreement contemplated hereby and (b) otherwise act to eliminate or minimize any adverse the effects of any such takeover statutesTakeover Statute on the Transactions.

Appears in 1 contract

Sources: Agreement and Plan of Merger (Chart Industries Inc)

Takeover Statutes. If any takeover statute is or becomes applicable to this Agreement or any of the Merger Transactionsother transactions contemplated by this Agreement, each of Parent, Merger Sub and the parties hereto Company and their respective boards of directors will (or similar governing bodies) shall (ai) take all necessary action to ensure that the Merger Transactions such transactions may be consummated as promptly as practicable upon the terms and subject to the conditions set forth in this Agreement Agreement, and (bii) otherwise act to eliminate or minimize any adverse the effects of such takeover statutesstatute.

Appears in 1 contract

Sources: Stock Purchase and Merger Agreement (GTC Biotherapeutics Inc)

Takeover Statutes. If any takeover statute is or becomes applicable to this Agreement, the Support Agreement, the Merger or the other transactions contemplated by this Agreement or any of the Merger TransactionsSupport Agreement, each of MergerCo and the parties hereto Company and their respective boards of directors (or similar governing bodies) shall will (a) take all necessary action to ensure that the Merger Transactions such transactions may be consummated as promptly as practicable upon the terms and subject to the conditions set forth in this Agreement and (b) otherwise act to eliminate or minimize any adverse the effects of such takeover statutesstatute.

Appears in 1 contract

Sources: Merger Agreement (Quipp Inc)

Takeover Statutes. If any takeover statute is or becomes applicable to this Agreement or any of the Merger TransactionsMerger, each of the parties hereto and their respective boards of directors (or similar governing bodies) shall (a) take all necessary action to ensure that the Merger Transactions may be consummated as promptly as practicable upon the terms terms, and subject to the conditions conditions, set forth in this Agreement and (b) otherwise act to eliminate or minimize any adverse effects of such takeover statutes.

Appears in 1 contract

Sources: Merger Agreement (Innkeepers Usa Trust/Fl)

Takeover Statutes. If any takeover statute Takeover Statute is or becomes may become applicable to this Agreement or any of the Merger Transactionsor the other transactions contemplated by this Agreement, each of the parties hereto Parties shall grant such approvals and their respective boards of directors (or similar governing bodies) shall (a) take all such lawful actions as are necessary action to ensure that the Merger Transactions may be consummated as promptly as practicable upon the terms and subject to the conditions set forth in this Agreement and (b) otherwise act to eliminate or minimize any adverse the effects of such takeover statutesTakeover Statute and any regulations promulgated thereunder on such transactions.

Appears in 1 contract

Sources: Merger Agreement (Progress Software Corp /Ma)

Takeover Statutes. If any takeover statute is or becomes applicable to this Agreement, the Voting Agreement, the Merger or the other transactions contemplated by this Agreement or any of the Merger TransactionsVoting Agreement, each of MergerCo and the parties hereto Company and their respective boards of directors (or similar governing bodies) shall will (a) take all necessary action to ensure that the Merger Transactions such transactions may be consummated as promptly as practicable upon the terms and subject to the conditions set forth in this Agreement and (b) otherwise act to eliminate or minimize any adverse the effects of such takeover statutesstatute.

Appears in 1 contract

Sources: Merger Agreement (Myers Industries Inc)

Takeover Statutes. If any takeover statute is or becomes applicable to this Agreement Agreement, the Mergers or any of the Merger Transactionsother transactions contemplated by this Agreement, each of the parties hereto Purchaser Parties, the Company, the Operating Partnership and their respective boards of directors (or similar governing bodiesmanaging members or general partner, as applicable) shall (a) take all necessary action to ensure that the Merger Transactions such transactions may be consummated as promptly as practicable upon the terms and subject to the conditions set forth in this Agreement and (b) otherwise act to eliminate or minimize any adverse the effects of such takeover statutesstatute.

Appears in 1 contract

Sources: Merger Agreement (Meristar Hospitality Operating Partnership Lp)

Takeover Statutes. If any takeover statute Takeover Statute is or becomes may become applicable to this Agreement or any of the Merger Transactions, each of the parties hereto and their respective boards of directors (or similar governing bodies) Company shall (a) take all necessary lawful action to ensure that the Merger such Transactions may be consummated as promptly as practicable upon on the terms and subject to the conditions set forth in this Agreement and (b) otherwise act to eliminate or minimize any adverse the effects of such takeover statutesTakeover Statute.

Appears in 1 contract

Sources: Merger Agreement (Whole Earth Brands, Inc.)

Takeover Statutes. If any takeover statute is or becomes applicable to this Agreement Agreement, the Mergers or any of the Merger Transactionsother transactions contemplated by this Agreement, each of Parent and the parties hereto Company and their respective boards of directors (or similar governing bodies) shall (a) take all necessary action to ensure that the Merger Transactions such transactions may be consummated as promptly as practicable upon the terms and subject to the conditions set forth in this Agreement and (b) otherwise act to eliminate or minimize any adverse the effects of such takeover statutesstatute.

Appears in 1 contract

Sources: Merger Agreement (Interstate Hotels & Resorts Inc)