Common use of Antitakeover Statutes and Rights Agreement Clause in Contracts

Antitakeover Statutes and Rights Agreement. (a) The Company has taken all action necessary to exempt the Offer, the Merger and this Agreement and the transactions contemplated hereby from the provisions of Section 203 of Delaware Law, and, accordingly, such Section will not apply to any such transactions. To the knowledge of the Company, no other “control share acquisition,” “fair price,” “moratorium” or other antitakeover laws or regulations enacted under U.S. state or federal laws apply to this Agreement or any of the transactions contemplated hereby.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Oracle Corp /De/), Agreement and Plan of Merger (Oracle Corp /De/), Agreement and Plan of Merger (Peoplesoft Inc)

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Antitakeover Statutes and Rights Agreement. (a) The Company has taken all action necessary to exempt the OfferMerger, this Agreement, the Merger and this Agreement Voting Agreements and the transactions contemplated hereby from the provisions of Section 203 of Delaware Law, and, accordingly, such Section will not apply to any such transactions. To the knowledge of the Company, no other “control share acquisition,” “fair price,” “moratorium” or other antitakeover laws or regulations enacted under U.S. state or federal laws apply to this Agreement or any of the transactions contemplated hereby.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (MSC Software Corp), Agreement and Plan of Merger (STG Ugp, LLC)

Antitakeover Statutes and Rights Agreement. (a) The Company has taken all action necessary to exempt the OfferMerger, this Agreement, the Merger and this Voting Agreement and the transactions contemplated hereby from the provisions of Section 203 of Delaware Law and any other similar Applicable Law, and, accordingly, such Section will not apply to any such transactions. To the knowledge of the Company, no other “control share acquisition,” “fair price,” “moratorium” or other antitakeover laws or regulations enacted under U.S. state or federal laws apply to this Agreement or any of the transactions contemplated hereby.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Palm Inc), Agreement and Plan of Merger (Hewlett Packard Co)

Antitakeover Statutes and Rights Agreement. (a) The Company has taken all action necessary to exempt the Offer, the Merger and Merger, this Agreement and the transactions contemplated hereby from the provisions restrictions of Section 203 of Delaware Law, and, accordingly, none of the restrictions of such Section will not nor those of any other antitakeover or similar statute or regulation apply or purport to apply to any such transactions. To the knowledge of the Company, no No other "control share acquisition,” “" "fair price,” “" "moratorium" or other antitakeover laws or regulations enacted under U.S. state or federal laws apply to this Agreement or any of the transactions contemplated hereby.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Sodexho Marriott Services Inc), Agreement and Plan of Merger (Sodexho Alliance S A)

Antitakeover Statutes and Rights Agreement. (a) The Assuming that the representation in Section 5.08 is true and correct, the Company has taken all action necessary to exempt the OfferMerger, this Agreement, the Merger and this Voting Agreement and the transactions contemplated hereby and thereby from the provisions of Section 203 of the Delaware Law, and, accordingly, such Section will does not apply to any such transactions. To the knowledge of the Company, no No other “control share acquisition,” “fair price,” “moratorium” or other antitakeover laws or regulations enacted under U.S. state or federal laws apply to this Agreement or any of the transactions contemplated hereby.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Shire Pharmaceuticals Group PLC), Agreement and Plan of Merger (Transkaryotic Therapies Inc)

Antitakeover Statutes and Rights Agreement. (a) The Company has taken all action necessary to exempt render the Offerlimitations contained in Section 203 of Delaware Law inapplicable to the Merger, this Agreement, the Merger and this Voting Agreement and the transactions contemplated hereby from the provisions of Section 203 of Delaware Law, and, accordingly, such Section will not apply to any such transactions. To the knowledge of the Company, no other “control share acquisition,” “fair price,” “moratorium” or other antitakeover laws or regulations enacted under U.S. state or federal laws apply to this Agreement or any of the transactions contemplated herebyand thereby.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (V F Corp), Agreement and Plan of Merger (Nautica Enterprises Inc)

Antitakeover Statutes and Rights Agreement. (a) The Company has taken all action necessary to exempt the Offer, the Merger and Merger, this Agreement and the transactions contemplated hereby from the provisions of Section 203 of Delaware Law, and, accordingly, no such Section will not nor other antitakeover or similar statute or regulation applies or purports to apply to any such transactions. To the knowledge of the Company, no No other "control share acquisition,” “" "fair price,” “" "moratorium" or other antitakeover laws or regulations enacted under U.S. state or federal laws or any foreign laws apply to this Agreement or any of the transactions contemplated hereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Industri Matematik International Corp)

Antitakeover Statutes and Rights Agreement. (a) The Company has taken all action necessary to exempt the OfferMerger, the Merger and this Agreement and the transactions contemplated hereby by this Agreement from the provisions of Section 203 of Delaware Law, and, accordingly, neither such Section will not nor any other anti-takeover or similar statute or regulation (each, a "TAKEOVER STATUTE") applies or purports to apply to any such of those transactions. To the knowledge of the Company, no No other "control share acquisition,” “" "fair price,” “" "moratorium" or other antitakeover anti-takeover laws or regulations enacted under U.S. state or federal laws apply to this Agreement or any of the transactions contemplated herebyby this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Vans Inc)

Antitakeover Statutes and Rights Agreement. (a) The Company has taken all action necessary to exempt the OfferMerger, the Merger execution, delivery and performance of this Agreement and the transactions contemplated hereby from the provisions of Section 203 of Delaware LawLaw and any other state takeover statute or similar law or regulations or any antitakeover provision in the Company's certificate of incorporation or bylaws that otherwise would be applicable, and, accordingly, no such Section will not applies or purports to apply to any such transactions. To the knowledge of the Company, no other “control share acquisition,” “fair price,” “moratorium” or other antitakeover laws or regulations enacted under U.S. state or federal laws apply to this Agreement or any of the transactions contemplated hereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Netro Corp)

Antitakeover Statutes and Rights Agreement. (a) The Company has taken all action necessary to exempt the OfferMerger, this Agreement, the Merger and this Agreement Voting Agreements and the transactions contemplated hereby from the provisions of Section 203 of Delaware Law, and, accordingly, neither such Section will not nor any other antitakeover or similar statute or regulation applies or purports to apply to any such transactions. To the knowledge of the Company, no No other "control share acquisition,” “" "fair price,” “" "moratorium" or other antitakeover laws or regulations enacted under U.S. state or federal laws apply to this Agreement Agreement, the Voting Agreements or any of the transactions contemplated hereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Printronix Inc)

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Antitakeover Statutes and Rights Agreement. (a) The Company has taken all action necessary to exempt the Offer, the Merger and Merger, this Agreement and the transactions contemplated hereby from the provisions of Section 203 of Delaware Law, and, accordingly, no such Section will not nor other antitakeover or similar statute or regulation applies or purports to apply to any such transactions. To the knowledge of the Company, no No other “control share acquisition,” “fair price,” “moratorium” or other antitakeover laws or regulations enacted under U.S. state or federal laws or any foreign laws apply to this Agreement or any of the transactions contemplated hereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (STG Oms Acquisition Corp)

Antitakeover Statutes and Rights Agreement. (a) The Company has taken all action necessary to exempt the OfferMerger, the Merger and this Agreement and the transactions contemplated hereby by this Agreement from the provisions of Section 203 of Delaware Law, and, accordingly, such neither that Section will not nor any other anti-takeover or similar statute or regulation applies or purports to apply to the Merger of any such of those transactions. To the knowledge of the Company, no No other “control share acquisition,” “fair price,” “moratorium” or other antitakeover laws or regulations enacted under U.S. state or federal laws apply to this Agreement Agreement, the Merger or any of the other transactions contemplated herebyby this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Artisan Components Inc)

Antitakeover Statutes and Rights Agreement. (a) The Company has taken all action necessary to exempt the OfferMerger, the Merger and this Agreement and the transactions contemplated hereby from the provisions of Section 203 of Delaware Law, and, accordingly, neither such Section will not nor any other antitakeover or similar statute or regulation applies or purports to apply to any such transactions. To the knowledge of the Company, no No other “control share acquisition,” “fair price,” “moratorium” or other antitakeover laws or regulations enacted under U.S. state or federal laws apply to this Agreement or any of the transactions contemplated hereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Laidlaw International Inc)

Antitakeover Statutes and Rights Agreement. (a) The Company has taken all action necessary to exempt the OfferMerger, the Merger and this Agreement and the transactions contemplated hereby from the provisions of restrictions on business combinations in Section 203 of Delaware Law, and, accordingly, neither such Section will not section nor any other antitakeover or similar statute or regulation applies or purports to apply to any such transactions. To the knowledge of the Company, no other “control share acquisition,” “fair price,” “moratorium” or other antitakeover laws or regulations enacted under U.S. state or federal laws apply to this Agreement or any of the transactions contemplated hereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Jacuzzi Brands Inc)

Antitakeover Statutes and Rights Agreement. (a) The Company has taken all action necessary to exempt the OfferMerger, the Merger and this Agreement and the transactions contemplated hereby by this Agreement from the provisions of Section 203 of Delaware Law, and, accordingly, neither such Section will not nor any other anti-takeover or similar statute or regulation (each, a “Takeover Statute”) applies or purports to apply to any such of those transactions. To the knowledge of the Company, no No other “control share acquisition,” “fair price,” “moratorium” or other antitakeover anti-takeover laws or regulations enacted under U.S. state or federal laws apply to this Agreement or any of the transactions contemplated herebyby this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (V F Corp)

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