Application of Takeover Protections; Rights Agreement Sample Clauses

Application of Takeover Protections; Rights Agreement. 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 the Certificate of Incorporation or the laws of the jurisdiction of its formation which is or could become applicable to any Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company’s issuance of the Securities and any Buyer’s ownership of the Securities. The Company has not adopted a stockholder rights plan or similar arrangement relating to accumulations of beneficial ownership of Common Stock or a change in control of the Company.
Application of Takeover Protections; Rights Agreement. The Company and its board of directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, interested stockholder, business combination, poison pill (including, without limitation, any distribution under a rights agreement), stockholder rights plan or other similar anti-takeover provision under the Certificate of Incorporation, Bylaws or other organizational documents or the laws of the jurisdiction of its incorporation or otherwise which is or could become applicable to any Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company’s issuance of the Securities and any Buyer’s ownership of the Securities. The Company and its board of directors have taken all necessary action, if any, in order to render inapplicable any stockholder rights plan or similar arrangement relating to accumulations of beneficial ownership of shares of Common Stock or a change in control of the Company or any of its Subsidiaries.
Application of Takeover Protections; Rights Agreement. BioPharmX and its Board of Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, interested stockholder, business combination, poison pill (including, without limitation, any distribution under a rights agreement) or other similar anti-takeover provision under the BioPharmX certificate of incorporation, as amended and as in effect on the date hereof (the “BioPharmX Certificate of Incorporation”), and the BioPharmX bylaws, as amended and as in effect on the date hereof (the “BioPharmX Bylaws”) or other organizational documents or the laws of the jurisdiction of its formation which is or could become applicable to any Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, BioPharmX’s issuance of the Securities and any Buyer’s ownership of the Securities.
Application of Takeover Protections; Rights Agreement. The Company has not adopted a shareholder rights plan or similar arrangement relating to accumulations of beneficial ownership of Common Stock or a change in control of the Company.
Application of Takeover Protections; Rights Agreement. All of the “Rights,” as defined in that certain Rights Agreement, dated as of December 20, 2002, between Principal Borrower and Registrar and Transfer Company (as Rights Agent), as amended in accordance with the terms thereof (the “Rights Agreement”), have expired in accordance with the terms of the Rights Agreement, and the Rights Agreement is no longer in effect or applicable to any Lender or the transactions contemplated by this Amendment. Each of the Borrowers and its respective board of directors (or other governing body) has 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 each Borrower’s certificate or articles of incorporation (or other governing documents) or the laws of the jurisdiction of its incorporation or formation which is or could become applicable to any Lender as a result of the transactions contemplated by this Amendment, including each Borrower’s issuance of the Second Amendment Notes, the Principal Borrower’s issuance of the Conversion Shares and any Lender’s ownership of the Securities. The Principal Borrower has not adopted a stockholder rights plan or similar arrangement relating to accumulations of beneficial ownership of Common Stock or a change in control of the Principal Borrower that is currently in effect or applicable to any Lender or the transactions contemplated by this Amendment.
Application of Takeover Protections; Rights Agreement. Subject to the accuracy of the representations and warranties set forth in Section 4.22, the Company and the Company Board have taken all necessary action, if any, in order to render inapplicable to the Transactions any restriction on business combinations contained in any applicable control share acquisition, interested stockholder, business combination, or similar statute which is or would reasonably be expected to become applicable to Parent or Merger Sub as a result of the Transactions, including the Merger and the conversion of Company Common Stock pursuant to Section 1.5. The Company Board has taken all actions necessary to approve the amendment of the Rights Agreement (the “Rights Agreement Amendment”) to provide (i) that neither Parent nor Merger Sub nor any of their Affiliates or associates will be deemed to be an Acquiring Person (as such term is defined in the Rights Agreement) and that no Stock Acquisition Date, Distribution Date, Section 13 Event (all as defined in the Rights Agreement) or any event or occurrence described in Section 11(a)(ii) of the Rights Agreement will be deemed to have occurred as a result of the execution, delivery or performance of this Agreement or the consummation of the transactions completed hereby, including the Merger, and (ii) that the Rights Agreement will terminate at the Effective Time.
Application of Takeover Protections; Rights Agreement. The Company’s Board of Directors and a committee of the Company’s Board of Directors composed solely of “disinterested directors” (as defined in Section 673 Subd. 1(d)(3) of the Minnesota Business Corporation Act (the “MBCA”)) has taken all actions necessary under the MBCA, including approving the transactions contemplated by this Agreement, to ensure that Section 302A.673 of the MBCA does not, and will not, apply to the Purchasers as a result of the transactions contemplated by this Agreement, including without limitation as a result of the Company’s issuance of the Securities and the Purchasers’ ownership of the Securities. The restrictions contained in Section 302A.671 of the MBCA applicable to “control share acquisitions” will not apply to the authorization, execution, delivery and performance of this Agreement by the Company or to the acquisition by the Purchasers (as contemplated by this Agreement) of the Notes, Preferred Shares, Conversion Shares, Warrants, or Warrant Shares. No other “fair price,” “moratorium,” or other similar anti-takeover statute or regulation is applicable to the Company or the Purchasers by reason of the participation by the Company or the Purchasers in the transactions contemplated by this Agreement, including without limitation as a result of the Company’s issuance of the Securities and the Purchasers’ ownership of the Securities. The Company has not adopted a shareholder rights plan or similar arrangement relating to accumulation of beneficial ownership of Common Stock or a change in control of the Company.
Application of Takeover Protections; Rights Agreement. Assuming the Investors and their affiliates (as defined in Section 6.4 below) do not beneficially own or control any shares of the Company's Common Stock other than the Shares, and assuming that the purpose of the purchase of the Shares by each Investor is other than as set forth in Section 13(d)(1)(C) of the Exchange Act, as amended, no control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Charter or the General Corporation Laws of the State of Delaware is, or would become, applicable to any Investor solely as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's issuance of the Shares and any Investor's ownership of the Shares.
Application of Takeover Protections; Rights Agreement. Except for the Rights Agreement, there is no control share acquisition, interested shareholder, business combination, poison pill (including, without limitation, any distribution under a rights agreement) or other similar anti-takeover provision under Purchaser’s Organizational Documents or the Laws of the jurisdiction of its formation (a) which is or could become applicable to Seller as a result of the transactions contemplated by the Transaction Agreements, including, without limitation, Purchaser’s issuance of the Purchaser Common Shares and Seller’s ownership of the Purchaser Common Shares or (b) which could limit, restrict or adversely affect in any material respect the ability of Seller or its affiliates to acquire, hold or own, beneficially or of record, Purchaser Common Shares or Purchaser ADSs, other than securities Laws of general applicability. Upon the execution and delivery of the Amendment to the Rights Agreement to Seller and unless otherwise amended or terminated pursuant to the Cooperation Agreement, the Rights Agreement will not, in any material respect, limit, restrict or adversely affect the ability of Seller or its affiliates to acquire, hold or own, beneficially or of record, up to 11.0% of the outstanding Purchaser Common Shares (directly or through Purchaser ADSs).
Application of Takeover Protections; Rights Agreement. Parent and the Parent Board have taken all necessary action, if any, in order to render inapplicable to the Transactions any restriction on business combinations contained in any applicable control share acquisition, interested stockholder, business combination, or similar statute which is or would reasonably be expected to become applicable to the Company as a result of the Transactions, including, without limitation, the Merger. Neither the Parent nor any Parent Subsidiary is a party to any stockholder rights agreement, rights plan or other similar agreement or plan.