Common use of Anti-Takeover Provisions Clause in Contracts

Anti-Takeover Provisions. The Company and its board of directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under its Certificate of Incorporation or the laws of the state of its incorporation (including, without limitation, Section 203 of the Delaware General Corporation Law, as amended) which is or could become applicable to any Purchaser as a result of the transactions contemplated by this Agreement, including, without limitation, the Company’s issuance of the Securities and any and all Purchaser’s ownership of the Securities.

Appears in 7 contracts

Samples: Securities Purchase Agreement (Matritech Inc/De/), Securities Purchase Agreement (Security Devices International Inc.), Securities Purchase Agreement (Security Devices International Inc.)

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Anti-Takeover Provisions. The Company and its board of directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under its Certificate of Incorporation or the laws of the state jurisdiction of its incorporation (including, without limitation, Section 203 of the Delaware General Corporation Law, as amended) or other laws or regulations which is are or could become applicable to any Purchaser as a result of the transactions contemplated by this Agreement, including, without limitation, the Company’s 's issuance of the Securities and any and all Purchaser’s 's ownership of the Securities.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Qsound Labs Inc), Securities Purchase Agreement (Pacifichealth Laboratories Inc), Preferred Stock Purchase Agreement (Pacifichealth Laboratories Inc)

Anti-Takeover Provisions. The Company and its board of directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under its Certificate of Incorporation or the laws of the state of its incorporation (including, without limitation, Section 203 of the Delaware General Corporation Law, as amended) which is or could become applicable to any Purchaser as a result of the transactions contemplated by this Agreement, including, without limitation, the Company’s 's issuance of the Securities and any and all Purchaser’s 's ownership of the Securities.

Appears in 3 contracts

Samples: Security Agreement (Security Devices International Inc.), Security Agreement, Securities Purchase Agreement (PDG Environmental Inc)

Anti-Takeover Provisions. The Company and its board of directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under its Certificate of Incorporation or the laws of the state of its incorporation (including, without limitation, Section including §203 of the Delaware General Corporation Law, as amended) which is or could become applicable to any Purchaser as a result of the transactions contemplated by this Agreement, including, without limitation, the Company’s issuance of the Securities and any and all Purchaser’s ownership of the Securities.

Appears in 2 contracts

Samples: Exchange Agreement (CastlePoint Holdings, Ltd.), Exchange Agreement (Tower Group, Inc.)

Anti-Takeover Provisions. The Company and its board of directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreementagreement or plan) or other similar anti-takeover provision under its Certificate Articles of Incorporation or the laws of the state jurisdiction of its incorporation (including, without limitation, Section 203 of the Delaware General Corporation Law, as amendedBusiness Corporations Act (Ontario)) which is or could become applicable to any Purchaser as a result of the transactions contemplated by this Agreement, including, without limitation, the Company’s issuance of the Securities and any and all Purchaser’s ownership of the Securities.

Appears in 1 contract

Samples: Securities Purchase Agreement (Vitran Corp Inc)

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Anti-Takeover Provisions. The Company and its board of directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under its Certificate of Incorporation or the laws of the state of its incorporation (including, without limitation, Section 203 including ss.203 of the Delaware General Corporation Law, as amended) which is or could become applicable to any Purchaser as a result of the transactions contemplated by this Agreement, including, without limitation, the Company’s 's issuance of the Securities and any and all Purchaser’s 's ownership of the Securities.

Appears in 1 contract

Samples: Stock Purchase Agreement (Tower Group, Inc.)

Anti-Takeover Provisions. The Company and its board of directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under its Certificate of Incorporation or the laws of the state of its incorporation (including, without limitation, Section 203 including ss.203 of the Delaware General Corporation Law, as amended) which is or could become applicable to any Purchaser as a result of the transactions contemplated by this Agreement, including, without limitation, the Company’s issuance of the Securities and any and all Purchaser’s ownership of the Securities.

Appears in 1 contract

Samples: Registration Rights Agreement (CastlePoint Holdings, Ltd.)

Anti-Takeover Provisions. The Company and its board of directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under its Certificate of Incorporation or the laws of the state of its incorporation (including, without limitation, Section 203 of the Delaware General Corporation Law, as amended) which is or could become applicable to any Purchaser as a result of the transactions contemplated by this Agreement, including, without limitation, the Company’s issuance of the Securities Notes and any and all Purchaser’s ownership of the SecuritiesNotes.

Appears in 1 contract

Samples: Security Agreement (Nestor Inc)

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