Anti-Takeover Matters. The Company has not adopted any shareholder rights agreement, rights plan, “poison pill” or other similar agreement or plan.
Anti-Takeover Matters. If any Takeover Law may become, or may purport to be, applicable to the transactions contemplated or permitted by this Agreement, the Company and the Board of Directors shall grant such approvals and take such actions as are necessary so that the transactions contemplated or permitted by this Agreement and the other Transaction Documents may be consummated, as promptly as practicable, on the terms contemplated by this Agreement and the other Transaction Documents, as the case may be, and otherwise act to eliminate or minimize the effects of any Takeover Law on any of the transactions contemplated or permitted by this Agreement and the other Transaction Documents.
Anti-Takeover Matters. The Company shall not adopt any shareholder rights plan, “poison pill” or similar anti-takeover instrument or plan in effect to which any Group Company would be or become subject, party or otherwise bound.
Anti-Takeover Matters. HealthAxis and Merger Sub have taken all action necessary to exempt the merger and the other transactions contemplated by this Agreement from the operation of any “fair price,” “moratorium,” “control share acquisition,” or other similar anti-takeover statute or regulation enacted under the state or federal laws of the United States, including without limitation, Section 203 of the DGCL. Except for the HealthAxis/Tak Investor Rights Agreement, the HealthAxis/Tak Registration Rights Agreement, the HealthAxis/Preferred Investor Rights Agreement and the HealthAxis/Preferred Registration Rights Agreement, copies of which have been provided to BPOMS and which will be terminated at Closing, neither HealthAxis nor any HealthAxis Subsidiary has in effect any agreement, plan, scheme, device or arrangement commonly or colloquially known as a “poison pill” or an “anti-takeover” plan or any similar plan, scheme, device or arrangement.
Anti-Takeover Matters. Assuming the accuracy of the representations set forth in Section 4.5, (i) no “fair price,” “moratorium,” “control share acquisition” or other form of anti-takeover statute or regulation, including Chapter 42 of the IBCL (collectively, “Anti-Takeover Laws”), is applicable to the Agreement, the Support Agreements, the Merger and the other Transactions and (ii) the actions by the Board of Directors of the Company, prior to execution and delivery of this Agreement, in adopting this Agreement, and the other Transactions are sufficient to render inapplicable to this Agreement, the Support Agreements, the Merger and the other Transactions, the restrictions on “business combinations” as set forth in IBCL 23-1-43-1 to 23-1-43-23. The Rights Agreement is in full force and effect. The Company and its Board of Directors have taken all actions necessary (i) to render the Rights Agreement inapplicable to the approval, execution or delivery of this Agreement, the Support Agreements, or the consummation of the Merger or the other Transactions and (ii) to cause the Rights Agreement to terminate immediately prior to the Effective Time so that the Merger may be effected.
Anti-Takeover Matters. Except with respect to a Superior Proposal to the extent the Company is in compliance with Section 5.2, the Company shall (a) take all actions necessary to apply the Rights Agreement to any “Acquiring Person” (as defined in the Rights Agreement) except (i) Parent or Merger Sub, (ii) any “Exempt Person” (as defined in the Rights Agreement), (iii) any Person that the Board of Directors of the Company concludes to have inadvertently become an “Acquiring Person” (as defined in the Rights Agreement) (provided, that, before making such a conclusion, the Board of Directors of the Company shall have consulted with Parent and considered in good faith Parent’s views) or (iv) any other Person that, under the terms of Section 1(a) of the Rights Agreement, is not, or is not being treated as, an “Acquiring Person” (as defined in the Rights Agreement), including any bona fide swaps dealer who purchased Company Common Shares in the ordinary course of its business, (b) take all actions necessary to ensure that no Anti-Takeover Law or the restrictions on “business combinations” as set forth in IBCL 23-1-43-1 to 23-1-43-23 or any similar Law is or becomes applicable to this Agreement or any of the Transactions, and (c) if any Anti-Takeover Law or the restrictions on “business combinations” as set forth in IBCL 23-1-43-1 to 23-1-43-23 or any similar Law becomes applicable to this Agreement, the Support Agreements, the Merger or any of the other Transactions, take all action necessary to ensure that the Merger and the other Transactions may be consummated as promptly as practicable on the terms required by, or provided for, in this Agreement and otherwise to eliminate or minimize the effect of such Law on the Merger, the other Transactions, or the Surviving Corporation (including with respect to any potential limitations on Parent’s exercise of voting rights of the Surviving Corporation under any Anti-Takeover Law or similar Law). Without Parent’s prior written consent, the Company shall not (i) redeem, or cause the termination of, the Rights Agreement other than in accordance with Section 3.19 or (ii) take any action to exempt any Person other than Parent or Merger Sub or any action by such Person from, or make such Person or such action not subject to, any Anti-Takeover Law or the restrictions on “business combinations” as set forth in IBCL 23-1-43-1 to 23-1-43-23 or any similar Law; provided that Company may take action to exempt a party to a Superior Proposal under IBCL 23...
Anti-Takeover Matters. No "fair price," "moratorium," "control share acquisition" or other similar anti-takeover statute or regulation is applicable to Company or (by reason of Company's participation therein) the Merger or the other transactions contemplated by this Agreement.
Anti-Takeover Matters. The Company shall not adopt any rights plan, “poison pill” or similar anti-takeover instrument or plan in effect to which any EMEA Company would be or become subject, party or otherwise bound.
Anti-Takeover Matters. The Board of Directors of the Company has taken all necessary action to ensure that the transactions contemplated by this Agreement and the consummation of the transactions contemplated hereby, will be exempt from any anti-takeover or similar provisions of the Company’s certificate of incorporation and bylaws, and any other provisions of any applicable “moratorium,” “control share,” “fair price,” “interested stockholder” or other anti-takeover laws and regulations of any jurisdiction, including Section 203 of the General Corporation Law of the State of Delaware. The Company does not have any shareholder rights plan or similar anti-takeover plan or arrangement in effect relating to the accumulation of beneficial ownership of any of the Company’s securities or a change in control of the Company. The Company agrees that it will not adopt a shareholder rights plan or similar anti-takeover plan or arrangement unless such take-over defenses shall not apply to the acquisition or ownership by the Investor of any or all of the shares of Common Stock received by the Investor upon the conversion of any Exchange Shares.
Anti-Takeover Matters. If any restrictions set forth in any laws, rules or regulations related to changes in control of corporations, limited liability companies or business organizations generally (each of such articles, a “Takeover Law”) may become, or may purport to be, applicable to the transactions contemplated or permitted by this Agreement, the Company and the Board of Directors, subject to the Board of Directors’ fiduciary duties, shall grant such approvals and take such actions as are necessary so that the transactions contemplated or permitted by this Agreement 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 Takeover Law on any of the transactions contemplated or permitted by this Agreement.
