Common use of Anti-Takeover Provisions Clause in Contracts

Anti-Takeover Provisions. The Board of Directors of the Company has taken all necessary action so that any takeover, anti-takeover, moratorium, “fair price”, “control share” or other similar Law enacted under any Law applicable to the Company (each, a “Takeover Statute”) do not, and will not, apply to this Agreement, the Merger or the other transactions contemplated hereby. The Company does not have any shareholder rights plan in effect.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Kerzner International LTD), Agreement and Plan of Merger (Kerzner International LTD)

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Anti-Takeover Provisions. The Board Company and its board of Directors of the Company has directors have taken all necessary action so that action, if any, in order to render inapplicable any takeovercontrol share acquisition, anti-takeover, moratorium, “fair price”, “control share” business combination or other similar Law enacted anti-takeover provision under any Law the laws of the state of its incorporation which is or could become applicable to Purchaser as a result of the Company (each, a “Takeover Statute”) do not, and will not, apply to transactions contemplated by this Agreement, including, without limitation, the Merger or Company's issuance of the other transactions contemplated hereby. The Company does not have any shareholder rights plan in effectSecurities and Purchaser's ownership of the Securities.

Appears in 2 contracts

Samples: Registration Rights Agreement (Datametrics Corp), Convertible Preferred Stock Purchase Agreement (GEM Surgilight Investors, LLC)

Anti-Takeover Provisions. The Board Company and its board of Directors of the Company has directors have taken all necessary action so that action, if any, in order to render inapplicable any takeovercontrol share acquisition, anti-takeoverbusiness combination, moratorium, “fair price”, “control share” poison pill (including any distribution under a rights agreement) or other similar Law enacted anti-takeover provision under any Law its Articles of Incorporation or the laws of the state of its incorporation which is or could become applicable to any Purchaser as a result of the Company (each, a “Takeover Statute”) do not, and will not, apply to transactions contemplated by this Agreement, including, without limitation, the Merger or Company’s issuance of the other transactions contemplated hereby. The Company does not have Securities and any shareholder rights plan in effectand all Purchaser’s ownership of the Securities.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Heartland Oil & Gas Corp), Securities Purchase Agreement (Heartland Oil & Gas Corp)

Anti-Takeover Provisions. The Board of Directors of the Company has taken all necessary action so that action, if any, in order to render inapplicable any takeovercontrol share acquisition, anti-takeoverbusiness combination, moratorium, “fair price”, “control share” poison pill (including any distribution under a rights agreement) or other similar Law enacted anti-takeover provision under any Law the Company's Articles of Incorporation, as amended or the laws of Nevada that is or would become applicable to the Company (each, Purchasers as a “Takeover Statute”) do not, and will not, apply to this Agreement, result of the Merger or Purchasers acquiring the other transactions contemplated hereby. The Company does not have any shareholder rights plan in effectSecurities.

Appears in 1 contract

Samples: Securities Purchase Agreement (Halozyme Therapeutics Inc)

Anti-Takeover Provisions. The Board Company and its board of Directors of the Company has directors have taken all necessary action so that action, if any, in order to render inapplicable any takeovercontrol share acquisition, anti-takeover, moratorium, “fair price”, “control share” business combination or other similar Law enacted anti- takeover provision under any Law the laws of the state of its incorporation which is or could become applicable to Purchaser as a result of the Company (each, a “Takeover Statute”) do not, and will not, apply to transactions contemplated by this Agreement, including, without limitation, the Merger or Company's issuance of the other transactions contemplated herebySecurities and Purchaser's ownership of the Securities. The Company does not have any shareholder rights plan in effectSECTION 5.

Appears in 1 contract

Samples: Convertible Preferred Stock Purchase Agreement (Surgilight Inc)

Anti-Takeover Provisions. The Board Company and its board of Directors of the Company has directors have taken all necessary action so that action, if any, in order to render inapplicable any takeovercontrol share acquisition, anti-takeoverbusiness combination, moratorium, “fair price”, “control share” poison pill (including any distribution under a rights agreement) or other similar Law enacted anti-takeover provision under any Law its Certificate of Incorporation or the laws of the state of its incorporation which is or could become applicable to the Company (each, Purchaser as a “Takeover Statute”) do not, and will not, apply to result of the transactions contemplated by this Agreement, including, without limitation, the Merger or Company’s issuance of the other transactions contemplated hereby. The Company does not have Securities and any shareholder rights plan in effectand all Purchaser’s ownership of the Securities.

Appears in 1 contract

Samples: Securities Purchase Agreement (Remote Dynamics Inc)

Anti-Takeover Provisions. The Company and its Board of Directors of the Company has have taken all necessary action so that action, if any, in order to render inapplicable any takeovercontrol share acquisition, anti-takeoverbusiness combination, moratorium, “fair price”, “control share” poison pill (including any distribution under a rights agreement) or other similar Law enacted anti-takeover provision under any Law its Certificate of Incorporation or the laws of the state of its incorporation or other jurisdiction which is or could become applicable to any Purchaser as a result of the Company (each, a “Takeover Statute”) do not, and will not, apply to transactions contemplated by this Agreement, including, without limitation, the Merger or Company’s issuance of the other transactions contemplated hereby. The Company does not have Securities and any shareholder rights plan in effectand all Purchaser’s ownership of the Securities.

Appears in 1 contract

Samples: Securities Purchase Agreement (Sco Group Inc)

Anti-Takeover Provisions. The Board of Directors of the Company has taken all necessary action so that action, if any, in order to render inapplicable any takeovercontrol share acquisition, anti-takeoverbusiness combination, moratorium, “fair price”, “control share” poison pill (including any distribution under a rights agreement) or other similar Law enacted anti-takeover provision under any Law the Company's Certificate of Incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers as a result of the Purchasers and the Company (each, a “Takeover Statute”) do not, and will not, apply to fulfilling their obligations or exercising their rights under this Agreement, including without limitation the Merger or Company's issuance of the other transactions contemplated hereby. The Company does not have any shareholder rights plan in effectShares and the Purchasers' ownership of the Shares.

Appears in 1 contract

Samples: Stock Purchase and Subscription Agreement (MGCC Investment Strategies Inc)

Anti-Takeover Provisions. The Board of Directors of the Company has taken all necessary action so that any takeover, anti-takeover, moratorium, “fair price”, ,” “control share” or other similar Law law enacted under any Law law applicable to the Company (each, a “Takeover Statute”) do not, and will not, apply to this Agreement, the Offer, the Merger or the other transactions contemplated hereby. The Company does not have any shareholder stockholder rights plan in effect.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Quadra Realty Trust, Inc.)

Anti-Takeover Provisions. The Board Company and its board of Directors of the Company has directors have taken all necessary action so that action, if any, in order to render inapplicable any takeovercontrol share acquisition, anti-takeover, moratorium, “fair price”, “control share” business combination or other similar Law enacted anti-takeover provision under any Law the laws of the state of its incorporation which is or could become applicable to any Investor as a result of the Company (each, a “Takeover Statute”) do not, and will not, apply to transactions contemplated by this Agreement, including, without limitation, the Merger or Company's issuance of the other transactions contemplated hereby. The Company does not have Securities and any shareholder rights plan in effectand all Investors' ownership of the Securities.

Appears in 1 contract

Samples: Escrow Agreement (Mediabay Inc)

Anti-Takeover Provisions. The Board Company and its board of Directors of the Company has directors have taken all necessary action so that action, if any, in order to render inapplicable any takeovercontrol share acquisition, anti-takeoverbusiness combination, moratorium, “fair price”, “control share” poison pill (including any distribution under a rights agreement) or other similar Law enacted anti-takeover provision under any Law its Certificate of Incorporation or the laws of the jurisdiction of its incorporation or other laws or regulations which are or could become applicable to any Purchaser as a result of the Company (each, a “Takeover Statute”) do not, and will not, apply to transactions contemplated by this Agreement, including, without limitation, the Merger or Company’s issuance of the other transactions contemplated hereby. The Company does not have Securities and any shareholder rights plan in effectand all Purchaser’s ownership of the Securities.

Appears in 1 contract

Samples: Securities Purchase Agreement (Qsound Labs Inc)

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Anti-Takeover Provisions. The Board of Directors of the Company has taken all necessary action so that any takeover, anti-takeover, moratorium, “fair price”, “control share” or other similar Law enacted under any Law applicable to the Company (each, a “Takeover Statute”) do not, and will not, apply to this Agreement, the Merger or the other transactions contemplated hereby. The Company does not have any shareholder stockholder rights plan in effect.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Laureate Education, Inc.)

Anti-Takeover Provisions. The Board Company and its board of Directors of the Company has directors have taken all necessary action so that action, if any, in order to render inapplicable any takeovercontrol share acquisition, anti-takeoverbusiness combination, moratorium, “fair price”, “control share” poison pill (including any distribution under a rights agreement) or other similar Law enacted anti-takeover provision under any Law its Certificate of Incorporation or the laws of the state of its incorporation which is or could become applicable to the Company (each, Purchaser as a “Takeover Statute”) do not, and will not, apply to result of the transactions contemplated by this Agreement, including, without limitation, the Merger or Company's issuance of the other transactions contemplated hereby. The Company does not have Securities and any shareholder rights plan in effectand all Purchaser's ownership of the Securities.

Appears in 1 contract

Samples: Securities Purchase Agreement (Remote Dynamics Inc)

Anti-Takeover Provisions. The Board Company and its board of Directors of the Company has directors have taken all necessary action so that action, if any, in order to render inapplicable any takeovercontrol share acquisition, anti-takeoverbusiness combination, moratorium, “fair price”, “control share” poison pill (including any distribution under a rights agreement) or other similar Law enacted anti-takeover provision under any Law its Certificate of Incorporation or the laws of the state of its incorporation which is or could become applicable to any Purchaser as a result of the Company (each, a “Takeover Statute”) do not, and will not, apply to transactions contemplated by this Agreement, including, without limitation, the Merger or Company’s issuance of the other transactions contemplated hereby. The Company does not have Securities and any shareholder rights plan in effectand all Purchaser’s ownership of the Securities.

Appears in 1 contract

Samples: Securities Purchase Agreement (Cortex Pharmaceuticals Inc/De/)

Anti-Takeover Provisions. The Board of Directors of the Company has taken all necessary action so that any takeover, anti-takeover, moratorium, "fair price", "control share" or other similar Law enacted under any Law applicable to the Company (each, a "Takeover Statute") do not, and will not, apply to this Agreement, the Offer, the Merger or the other transactions contemplated hereby. The Company does not have any shareholder stockholder rights plan in effect.. Article V

Appears in 1 contract

Samples: Agreement and Plan of Merger (Laureate Education, Inc.)

Anti-Takeover Provisions. The Board Company and its board of Directors of the Company has directors have taken all necessary action so that action, if any, in order to render inapplicable any takeovercontrol share acquisition, anti-takeoverbusiness combination, moratorium, “fair price”, “control share” poison pill (including any distribution under a rights agreement) or other similar Law enacted anti-takeover provision under any Law its Certificate of Incorporation or the laws of the state of its incorporation which is or could become applicable to any of the Company (each, Purchasers as a “Takeover Statute”) do not, and will not, apply to result of the transactions contemplated by this Agreement, including, without limitation, the Merger or Company's issuance of the other transactions contemplated hereby. The Company does not have Securities and any shareholder rights plan in effectand all Purchaser's ownership of the Securities.

Appears in 1 contract

Samples: Securities Purchase Agreement (SLS International Inc)

Anti-Takeover Provisions. The Board Company and its board of Directors of the Company has directors have taken all necessary action so that action, if any, in order to render inapplicable any takeovercontrol share acquisition, anti-takeoverbusiness combination, moratorium, “fair price”, “control share” poison pill (including any distribution under a rights agreement) or other similar Law enacted anti-takeover provision under any Law its Certificate of Incorporation or the laws of the state of its incorporation which is or could become applicable to any Purchaser as a result of the Company (each, a “Takeover Statute”) do not, and will not, apply to transactions contemplated by this Agreement, including, without limitation, the Merger or Company's issuance of the other transactions contemplated hereby. The Company does not have Securities and any shareholder rights plan in effectand all Purchaser's ownership of the Securities.

Appears in 1 contract

Samples: Securities Purchase Agreement (Remote Dynamics Inc)

Anti-Takeover Provisions. The Company and its Board of Directors of the Company has have taken all necessary action so that action, if any, in order to render inapplicable any takeovercontrol share acquisition, anti-takeoverbusiness combination, moratorium, “fair price”, “control share” poison pill (including any distribution under a rights agreement) or other similar Law enacted anti- takeover provision under any Law its Articles of Incorporation or the laws of the state of its incorporation or other jurisdiction which is or could become applicable to the Company (each, Investor as a “Takeover Statute”) do not, and will not, apply to result of the transactions contemplated by this Agreement, including, without limitation, the Merger or Company's issuance of the other transactions contemplated hereby. The Company does not have any shareholder rights plan in effectShares and the Investor's ownership of the Shares.

Appears in 1 contract

Samples: Securities Purchase Agreement (Natural Gas Services Group Inc)

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