Application of Takeover Protections. There is no control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s charter documents or the laws of its state of incorporation that is or could become applicable to any of the Purchasers as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including, without limitation, as a result of the Company’s issuance of the Securities and the Purchasers’ ownership of the Securities.
Appears in 26 contracts
Samples: Securities Purchase Agreement (Entremed Inc), Securities Purchase Agreement (Ace Comm Corp), Securities Purchase Agreement (MCF Corp)
Application of Takeover Protections. There is no control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s 's charter documents or the laws of its state of incorporation that is or could become applicable to any of the Purchasers as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including, without limitation, as a result of the Company’s 's issuance of the Securities and the Purchasers’ ' ownership of the Securities.
Appears in 13 contracts
Samples: Securities Purchase Agreement (Mamma Com Inc), Securities Purchase Agreement (Shenzhen City Qianhai Xinshi Education Management Co., Ltd.), Securities Purchase Agreement (Medifast Inc)
Application of Takeover Protections. There is no control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s charter documents or the laws of its state of incorporation that is or could become applicable to any of the Purchasers Investors as a result of the Purchasers Investors and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including, without limitation, as a result of the Company’s issuance of the Securities and the PurchasersInvestors’ ownership of the Securities.
Appears in 13 contracts
Samples: Securities Purchase Agreement (Acelrx Pharmaceuticals Inc), Securities Purchase Agreement (BTHC VI Inc), Securities Purchase Agreement (Akorn Inc)
Application of Takeover Protections. There Except as described in Schedule 3.1(q), there is no control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s charter documents or the laws of its state of incorporation that is or could become applicable to any of the Purchasers Investors as a result of the Purchasers Investors and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including, without limitation, as a result of the Company’s issuance of the Securities and the PurchasersInvestors’ ownership of the Securities.
Appears in 7 contracts
Samples: Securities Purchase Agreement (OccuLogix, Inc.), Securities Purchase and Registration Rights Agreement (Majesco Entertainment Co), Securities Purchase Agreement (Photomedex Inc)
Application of Takeover Protections. There is no control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s charter documents Organizational Documents or the laws of its state jurisdiction of incorporation formation that is or could become applicable to any of the Purchasers Purchaser as a result of the Purchasers Purchaser and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including, without limitation, including as a result of the Company’s issuance of the Securities Shares and the Purchasers’ Purchaser’s ownership of the SecuritiesShares.
Appears in 6 contracts
Samples: Share Purchase Agreement (LDK Solar Co., Ltd.), Share Purchase Agreement (Solarfun Power Holdings Co., Ltd.), Share Purchase Agreement (Jiang Xi Heng Rui Xin Energy Co., LTD)
Application of Takeover Protections. There is no control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s charter documents Charter or the laws of its state of incorporation that is or could become applicable to any of the Purchasers Investor as a result of the Purchasers Investor and the Company fulfilling their respective obligations or exercising their respective rights under the Transaction DocumentsDocuments (as applicable), including, without limitation, as a result of the Company’s issuance of the Securities and the Purchasers’ Investor’s ownership of the Securities.
Appears in 5 contracts
Samples: Common Stock Purchase Agreement (Cinedigm Corp.), Common Stock Purchase Agreement (SCWorx Corp.), Common Stock Purchase Agreement (Crown Electrokinetics Corp.)
Application of Takeover Protections. There is no control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s 's charter documents or the laws of its state of incorporation that is or could become applicable to any of the Purchasers as a result of the Purchasers Purchaser and the Company fulfilling their obligations or exercising their rights under the Transaction DocumentsAgreements, including, without limitation, as a result of the Company’s 's issuance of the Securities Shares and the Purchasers’ ' ownership of the SecuritiesShares.
Appears in 4 contracts
Samples: Securities Purchase Agreement (Amyris, Inc.), Securities Purchase Agreement (Amyris, Inc.), Securities Purchase Agreement (Amyris, Inc.)
Application of Takeover Protections. There is no control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s charter documents or the laws of its state of incorporation that is or could would become applicable to any of the Purchasers Investors as a result of the Purchasers Investors and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including, without limitation, as a result of the Company’s issuance of the Securities and the PurchasersInvestors’ ownership of the Securities.
Appears in 4 contracts
Samples: Securities Purchase Agreement (Vyyo Inc), Securities Purchase Agreement (Vyyo Inc), Securities Purchase Agreement (Mandalay Media, Inc.)
Application of Takeover Protections. There is no control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s charter documents or the laws of its state of incorporation that is or could become applicable to any of the Purchasers Investors as a result of the Purchasers Investors and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including, without limitation, as a result of the Company’s issuance of the Securities Common Shares and the PurchasersInvestors’ ownership of the SecuritiesCommon Shares.
Appears in 4 contracts
Samples: Investors’ Rights Agreement (Cortendo AB), Investors’ Rights Agreement (Cortendo AB), Investors’ Rights Agreement (Cortendo AB)
Application of Takeover Protections. There is Except as set forth on Schedule 3.1(v), there are no control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover anti‑takeover provision under the Company’s certificate of incorporation (or similar charter documents documents) or the laws of its state of incorporation that is or could become applicable to any of the Purchasers as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including, including without limitation, limitation as a result of the Company’s issuance of the Securities and the Purchasers’ ownership of the Securities.
Appears in 4 contracts
Samples: Securities Purchase Agreement (Iconic Brands, Inc.), Securities Purchase Agreement (Iconic Brands, Inc.), Securities Purchase Agreement (Iconic Brands, Inc.)
Application of Takeover Protections. There is no control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s charter documents Certificate of Incorporation or the laws of its state of incorporation Bylaws that is or could become applicable to any of the Purchasers Investors as a result of the Purchasers Investors and the Company fulfilling their obligations or exercising their rights under the Transaction Documentsthis Agreement, including, including without limitation, as a result of the Company’s issuance of the Securities Shares and the PurchasersInvestors’ ownership of the SecuritiesShares.
Appears in 4 contracts
Samples: Stock Purchase Agreement (Sorrento Therapeutics, Inc.), Stock Purchase Agreement (Sorrento Therapeutics, Inc.), Stock Purchase Agreement (Sorrento Therapeutics, Inc.)
Application of Takeover Protections. There is no control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s charter documents or the laws of its state of incorporation that is or could become applicable to any of the Purchasers as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including, without limitation, as a result of the Company’s 's issuance of the Securities and the Purchasers’ ' ownership of the Securities.
Appears in 4 contracts
Samples: Securities Purchase Agreement (Lighting Science Group Corp), Securities Purchase Agreement (International Isotopes Inc), Securities Purchase Agreement (Siga Technologies Inc)
Application of Takeover Protections. There is Except as set forth on Schedule 3.1(v), there are no control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s certificate of incorporation (or similar charter documents documents) or the laws of its state of incorporation that is or could become applicable to any of the Purchasers as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including, including without limitation, limitation as a result of the Company’s issuance of the Securities and the Purchasers’ ownership of the Securities.
Appears in 4 contracts
Samples: Securities Purchase Agreement (Uppercut Brands, Inc.), Securities Purchase Agreement (GTX Corp), Securities Purchase Agreement (Uppercut Brands, Inc.)
Application of Takeover Protections. There is no control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s charter documents or the laws of its state of incorporation that is or could become applicable to any of the Purchasers Purchaser as a result of the Purchasers Purchaser and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including, without limitation, as a result of the Company’s issuance of the Securities and the Purchasers’ Purchaser’s ownership of the Securities.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Amyris, Inc.), Form of Securities Purchase Agreement (Amyris, Inc.), Securities Purchase Agreement (Amyris, Inc.)
Application of Takeover Protections. There Except for the Act, there is no control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s 's charter documents or the laws of its state of incorporation that is or could become applicable to any of the Purchasers as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including, without limitation, as a result of the Company’s 's issuance of the Securities Shares and the Purchasers’ ' ownership of the SecuritiesShares.
Appears in 3 contracts
Samples: Common Stock Purchase Agreement (Venture Tech Assets Ltd.), Common Stock Purchase Agreement (Intelligroup Inc), Common Stock Purchase Agreement (SB Asia Infrastructure Fund L.P.)
Application of Takeover Protections. There is no control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s Issuer's charter documents or the laws of its state of incorporation that is or could become applicable to any of the Purchasers Investors as a result of the Purchasers Investors and the Company Issuer fulfilling their obligations or exercising their rights under the Transaction Documentshereunder, including, without limitation, as a result of the Company’s Issuer's issuance of the Securities and or the PurchasersInvestors’ ownership of the Securities.
Appears in 3 contracts
Samples: Subscription Agreement (Regen Biologics Inc), Subscription Agreement (Regen Biologics Inc), Subscription Agreement (Regen Biologics Inc)
Application of Takeover Protections. There is no No control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s certificate of incorporation (or similar charter documents documents) or the laws of its state of incorporation that is or could become applicable to any of the Purchasers as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including, including without limitation, limitation as a result of the Company’s issuance of the Securities and the Purchasers’ ownership of the Securities, is applicable to the Company.
Appears in 3 contracts
Samples: Securities Purchase Agreement (ZW Data Action Technologies Inc.), Securities Purchase Agreement (ChinaNet Online Holdings, Inc.), Securities Purchase Agreement (ZW Data Action Technologies Inc.)
Application of Takeover Protections. There is no control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s charter documents or the laws of its state of incorporation that is or could become applicable to any of the Purchasers Investors as a result of the Purchasers Investor and the Company fulfilling their obligations or exercising their rights under the Transaction DocumentsAgreements, including, without limitation, as a result of the Company’s issuance of the Securities and the PurchasersInvestors’ ownership of the Securities.
Appears in 3 contracts
Samples: Exchange Agreement (Amyris, Inc.), Exchange Agreement (Total S.A.), Exchange Agreement (Temasek Holdings (Private) LTD)
Application of Takeover Protections. There is no control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s charter documents or the laws of its state of incorporation that is or could become applicable to any of the Purchasers Purchaser as a result of the Purchasers Purchaser and the Company fulfilling their obligations or exercising their rights under the Transaction DocumentsAgreements, including, without limitation, as a result of the Company’s issuance of the Securities Shares and the Purchasers’ Purchaser’s ownership of the SecuritiesShares.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Amyris, Inc.), Securities Purchase Agreement (Amyris, Inc.)
Application of Takeover Protections. There is no control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the CompanyIssuer’s charter documents or the laws of its state of incorporation that is or could become applicable to any of the Purchasers Investors as a result of the Purchasers Investors and the Company Issuer fulfilling their obligations or exercising their rights under the Transaction Documentshereunder, including, without limitation, as a result of the CompanyIssuer’s issuance of the Securities and or the PurchasersInvestors’ ownership of the Securities.
Appears in 2 contracts
Samples: Subscription Agreement (Regen Biologics Inc), Subscription Agreement (Regen Biologics Inc)
Application of Takeover Protections. There Except as described in Schedule 4.17, there is no control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s charter documents or the laws of its state of incorporation that is or could become applicable to any of the Purchasers Purchaser as a result of the Purchasers Purchaser and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including, without limitation, as a result of the Company’s issuance of the Securities and the Purchasers’ Purchaser’s ownership of the Securities.
Appears in 2 contracts
Samples: Note and Warrant Purchase Agreement (Lapis Technologies Inc), Note and Warrant Purchase Agreement (Lapis Technologies Inc)
Application of Takeover Protections. There is no control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s charter documents or the laws of its state of incorporation that is or could become applicable to any of the Purchasers Investor as a result of the Purchasers Investor and the Company fulfilling their obligations or exercising their rights under the Transaction Documentsthis Agreement, including, without limitation, as a result of the Company’s issuance of the Securities and the Purchasers’ Investor’s ownership of the Securities.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Drugstore Com Inc), Stock Purchase Agreement (Drugstore Com Inc)
Application of Takeover Protections. There is no control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s 's charter documents or the laws of its state of incorporation that is or could become applicable to any of the Purchasers as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including, without limitation, as a result of the Company’s 's issuance of the Securities and the Purchasers’ ' ownership of the Securities.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Lmic Inc), Securities Purchase Agreement (Gurunet Corp)
Application of Takeover Protections. There is no No control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s memorandum or articles of association (or similar charter documents documents) or the laws of its state of incorporation the British Virgin Islands that is or could become applicable to any of the Purchasers Purchaser as a result of the Purchasers Purchaser and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including, including without limitation, limitation as a result of the Company’s issuance of the Securities and the Purchasers’ Purchaser’s ownership of the Securities, is applicable to the Company.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Hudson Capital Inc.), Securities Purchase Agreement (Hudson Capital Inc.)
Application of Takeover Protections. There Except as described in Section 3.28 of the Disclosure Schedule, there is no control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s charter documents Charter Documents or the laws of its state of incorporation that is or could become applicable to any of the Purchasers Investors as a result of the Purchasers Investors and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including, without limitation, as a result of the Company’s issuance of the Securities and the PurchasersInvestors’ ownership of the Securities.
Appears in 2 contracts
Samples: Convertible Note and Warrant Purchase Agreement (Stratos Renewables CORP), Secured Note and Common Stock Purchase Agreement (Stratos Renewables CORP)
Application of Takeover Protections. There is are no control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s Articles of Association (or similar charter documents or the laws of its state of incorporation documents) that is or could become applicable to any of the Purchasers as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including, including without limitation, limitation as a result of the Company’s issuance of the Securities and the Purchasers’ ownership of the Securities.
Appears in 2 contracts
Samples: Share Purchase Agreement (Tefron LTD), Share Purchase Agreement (Lieberman Martin)
Application of Takeover Protections. There is no control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s 's charter documents or the laws of its state of incorporation that is or could become applicable to any of the Purchasers solely as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including, without limitation, as a result of the Company’s 's issuance of the Company Securities and the Purchasers’ ' ownership of the Company Securities.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Avanex Corp), Securities Purchase Agreement (Avanex Corp)
Application of Takeover Protections. There is no control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s charter documents or the laws of its state of incorporation that is or could become applicable to any of the Purchasers Purchaser as a result of the Purchasers Purchaser and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including, without limitation, as a result of the Company’s issuance of the Securities Shares and the Purchasers’ Purchaser’s ownership of the SecuritiesShares.
Appears in 2 contracts
Samples: Share Purchase Agreement (Neophotonics Corp), Securities Purchase Agreement (Vineyard National Bancorp)
Application of Takeover Protections. There is no No control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s memorandum or articles of association (or similar charter documents documents) or the laws of its state of incorporation the British Virgin Islands that is or could become applicable to any of the Purchasers as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including, including without limitation, limitation as a result of the Company’s issuance of the Securities and the Purchasers’ ownership of the Securities, is applicable to the Company.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Freight Technologies, Inc.), Securities Purchase Agreement (Freight Technologies, Inc.)
Application of Takeover Protections. There is no control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s charter documents or the laws of its state of incorporation that is or could become applicable to any of the Purchasers Investor as a result of the Purchasers Investor and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including, without limitation, as a result of the Company’s issuance of the Securities Purchased Common Stock and the Purchasers’ Investor’s ownership of the SecuritiesPurchased Common Stock.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Foxhollow Technologies, Inc.), Stock Purchase Agreement (Merck & Co Inc)
Application of Takeover Protections. There Except as described in Schedule 3.1(p), there is no control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s charter documents or the laws of its state of incorporation that is or could become applicable to any of the Purchasers Investors as a result of the Purchasers Investors and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including, without limitation, as a result of the Company’s issuance of the Securities and the PurchasersInvestors’ ownership of the Securities.
Appears in 2 contracts
Samples: Securities Purchase Agreement (American Energy Group LTD), Securities Purchase and Registration Rights Agreement (Communication Intelligence Corp)
Application of Takeover Protections. There is no control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the CompanyParent’s Certificate of Incorporation (or similar charter documents documents) or the laws of its state of incorporation that is or could become applicable to any of the Purchasers as a result of the Purchasers Parent and the Company fulfilling their obligations or exercising their rights under this Agreement and the other Transaction Documents, including, including without limitation, as a result limitation the issuance of the Shares or the Company’s issuance of the Securities and the Purchasersshareholders’ ownership of the SecuritiesShares.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Docucon Inc), Agreement and Plan of Merger (Analytical Surveys Inc)
Application of Takeover Protections. There is no control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s charter documents or the laws of its state of incorporation that is or could become applicable to any of the Purchasers as a result of the Purchasers Purchaser and the Company fulfilling their obligations or exercising their rights under the Transaction DocumentsAgreements, including, without limitation, as a result of the Company’s issuance of the Securities and the Purchasers’ ownership of the Securities.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Amyris, Inc.), Securities Purchase Agreement (Total S.A.)
Application of Takeover Protections. There is no control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s 's charter documents or the laws of its state of incorporation that is or could become applicable to any of the Purchasers as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including, without limitation, as a result of the Company’s 's issuance of the Securities Notes and the Purchasers’ ' ownership of the SecuritiesNotes.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Utix Group Inc), Securities Purchase Agreement (Utix Group Inc)
Application of Takeover Protections. There is no control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the CompanyBuyer’s charter documents or the laws of its state of incorporation that is or could become applicable to any of the Purchasers Seller as a result of the Purchasers Buyer and the Company Seller fulfilling their obligations or exercising their rights under the Transaction Documentsthis Agreement, including, without limitation, as a result of the CompanyBuyer’s issuance of the Securities Buyer Stock and the Purchasers’ Seller’s ownership of the SecuritiesBuyer Stock.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Cortendo AB), Asset Purchase Agreement (Cortendo AB)
Application of Takeover Protections. There is are no control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s Articles of Association (or similar charter documents or the laws of its state of incorporation documents) that is or could become applicable to any of the Purchasers Purchaser as a result of the Purchasers Purchaser and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including, including without limitation, limitation as a result of the Company’s issuance of the Securities and the PurchasersPurchaser’ ownership of the Securities.
Appears in 2 contracts
Samples: Share Purchase Agreement (Tefron LTD), Share Purchase Agreement (Tefron LTD)
Application of Takeover Protections. There is no control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s 's charter documents or the laws of its state of incorporation that is or could reasonably be expected to become applicable to any of the Purchasers as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including, including without limitation, as a result of limitation the Company’s 's issuance of the Securities and the Purchasers’ ' ownership of the Securities.
Appears in 2 contracts
Samples: Securities Purchase Agreement (HydroGen CORP), Securities Purchase Agreement (Telkonet Inc)
Application of Takeover Protections. There is no control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s charter documents or the laws of its state of incorporation that is or could become applicable to any of the Purchasers Purchaser as a result of the Purchasers Purchaser and the Company fulfilling their obligations or exercising their rights under the Transaction Documentsthis Agreement, including, without limitation, as a result of the Company’s issuance of the Securities Common Stock and the Purchasers’ Purchaser’s ownership of the SecuritiesCommon Stock.
Appears in 2 contracts
Samples: Collaboration and License Agreement (Trubion Pharmaceuticals, Inc), Collaboration and License Agreement (Facet Biotech Corp)
Application of Takeover Protections. There is no control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s charter documents or the laws of its state of incorporation that is or could become applicable to any of the Purchasers Investor as a result of the Purchasers Investor and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including, without limitation, as a result of the Company’s issuance of the Securities Common Shares and the Purchasers’ Investor’s ownership of the SecuritiesCommon Shares.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Akorn Inc), Securities Purchase Agreement (Akorn Inc)
Application of Takeover Protections. There is no control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s charter documents or the laws of its state of incorporation that is or could become applicable to any of the Purchasers Investors as a result of the Purchasers Investors and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including, without limitation, as a result of the Company’s 's issuance of the Securities and the Purchasers’ Investors' ownership of the Securities.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Vineyard National Bancorp), Securities Purchase Agreement (Vineyard National Bancorp)
Application of Takeover Protections. There is no control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s charter documents or the laws of its state of incorporation that is or could become applicable to any of the Purchasers Purchaser as a result of the Purchasers Purchaser and the Company fulfilling their obligations or exercising their rights hereunder or under any of the other Transaction Documents, including, without limitation, as a result of the Company’s issuance of the Securities Shares and the Purchasers’ Purchaser’s ownership of the SecuritiesShares.
Appears in 2 contracts
Samples: Securities Purchase Agreement (GRANDPARENTS.COM, Inc.), Securities Purchase Agreement (GRANDPARENTS.COM, Inc.)
Application of Takeover Protections. There is no control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s charter documents or the laws of its state of incorporation that is or could become applicable to any of the Purchasers solely as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including, without limitation, as a result of the Company’s issuance of the Securities Company Shares and the Purchasers’ ownership or disposition of the SecuritiesCompany Shares.
Appears in 2 contracts
Samples: Purchase Agreement (Broadwing Corp), Purchase Agreement (Broadwing Corp)
Application of Takeover Protections. There is no control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s charter documents or the laws of its state of incorporation that is or could become applicable to any of the Purchasers Buyers solely as a result of the Purchasers Buyers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including, without limitation, as a result of the Company’s issuance of the Securities and the PurchasersBuyers’ ownership of the Securities.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Novavax Inc), Securities Purchase Agreement (Corvis Corp)
Application of Takeover Protections. There is no control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s charter documents (including the Articles of Incorporation) or the laws of its state of incorporation that is or could become applicable to any of the Purchasers Purchaser as a result of the Purchasers Purchaser and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including, without limitation, as a result of the Company’s issuance of any of the Securities and the Purchasers’ Purchaser’s ownership of any of the Securities.
Appears in 1 contract
Samples: Securities Purchase Agreement (Skinny Nutritional Corp.)
Application of Takeover Protections. There is no control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s charter documents or the laws of its state of incorporation in effect as of the date hereof that is or could would become applicable to any of the Purchasers Purchaser as a result of the Purchasers Purchaser and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including, without limitation, as a result of the Company’s issuance of the Securities and the Purchasers’ ownership of the Securitiesthis Agreement.
Appears in 1 contract
Application of Takeover Protections. There is no control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s charter documents Constituent Document or the laws of its state of incorporation that is or could become applicable to any of the Purchasers Investor as a result of the Purchasers Investor and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including, including without limitation, as a result of limitation the Company’s issuance of the Securities Purchased Securities, and the Purchasers’ issuance of the Underlying Securities, and the Investor’s ownership of the Securitiessame.
Appears in 1 contract
Application of Takeover Protections. There is no control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s charter documents or the laws of its state of incorporation that is or could become applicable to any of the Purchasers Purchaser as a result of the Purchasers Purchaser and the Company fulfilling their obligations or exercising their rights under the Transaction Documentsthis Agreement and Ancillary Agreements, including, without limitation, as a result of the Company’s issuance of the Securities Shares and the Purchasers’ Purchaser’s ownership of the SecuritiesShares.
Appears in 1 contract
Application of Takeover Protections. There is no control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s 's charter documents or the laws of its state of incorporation that is or could become applicable to any of the Purchasers Purchaser as a result of the Purchasers Purchaser and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including, without limitation, as a result of the Company’s 's issuance of the Securities Shares and the Purchasers’ Purchaser' ownership of the SecuritiesShares.
Appears in 1 contract
Application of Takeover Protections. There is no control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s charter documents or the laws of its state of incorporation that is or could become applicable to any of the Purchasers solely as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including, without limitation, as a result of the Company’s issuance of the Company Securities and the Purchasers’ ownership of the Company Securities.
Appears in 1 contract
Application of Takeover Protections. There is no control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s charter documents or the laws of its state of incorporation that is or could become applicable to any of the Purchasers as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction DocumentsAgreements, including, without limitation, as a result of the Company’s issuance of the Securities and the Purchasers’ ownership of the Securities.
Appears in 1 contract
Application of Takeover Protections. There Except as described in Schedule 3.1(r), there is no control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s charter documents or the laws of its state of incorporation that is or could become applicable to any of the Purchasers as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including, without limitation, as a result of the Company’s issuance of the Securities Shares and the Purchasers’ ownership of the SecuritiesShares.
Appears in 1 contract
Application of Takeover Protections. There is no control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s 's charter documents or the laws of its state of incorporation that is or could become applicable to any of the Purchasers as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including, without limitation, as a result of the Company’s 's issuance of the Securities and the Purchasers’ ' ownership of the Securities.. 8 / STKR 2004 Exhibit 99.4
Appears in 1 contract
Application of Takeover Protections. There is no control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s charter documents Certificate of Incorporation or the laws of its state of incorporation Bylaws that is or could become applicable to any of the Purchasers Purchaser or the Seller as a result of the Purchasers Purchaser and the Company Seller fulfilling their obligations or exercising their rights under the Transaction Documentsthis Agreement, including, including without limitation, as a result of the Company’s issuance purchase of the Securities Shares by the Purchaser and the Purchasers’ Purchaser’s ownership of the SecuritiesShares.
Appears in 1 contract
Samples: Stock Purchase Agreement (Ascend Acquisition Corp.)
Application of Takeover Protections. There Except as disclosed in Schedule 3.29, there is no control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s charter documents or the laws of its state of incorporation that is or could become applicable to any of the Purchasers Investors as a result of the Purchasers Investors and the Company fulfilling their obligations or exercising their rights under the Transaction DocumentsAgreements, including, without limitation, as a result of the Company’s issuance of the Securities and the PurchasersInvestors’ ownership of the Securities.
Appears in 1 contract
Samples: Securities Purchase Agreement (Compex Technologies Inc)
Application of Takeover Protections. There is no control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s charter documents or the laws of its state of incorporation that is or could become applicable to any of the Purchasers Purchaser as a result of the Purchasers Purchaser and the Company fulfilling their obligations or exercising their rights under the Transaction DocumentsAgreements, including, without limitation, as a result of the Company’s issuance of the Securities and the Purchasers’ Purchaser’s ownership of the Securities.
Appears in 1 contract
Application of Takeover Protections. There is no control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s Certificate of Incorporation (or similar charter documents documents) or the laws of its state of incorporation that is or could become applicable to any of the Purchasers as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including, including without limitation, limitation as a result of the Company’s issuance of the Securities and the Purchasers’ ownership of the Securities.
Appears in 1 contract
Application of Takeover Protections. There is are no control share acquisition, business combination, poison pill (including any distribution distributions under a rights agreement) or other similar anti-takeover provision under the Company’s Certificate of Incorporation (or similar charter documents documents) or the laws of its state of incorporation that is or could become applicable to any of the Purchasers Purchaser as a result of the Purchasers Purchaser and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including, without limitation, as a result of the Company’s issuance of the Securities and the Purchasers’ ownership of the Securitiesthis Agreement.
Appears in 1 contract
Application of Takeover Protections. There is no control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s 's charter documents or the laws of its state of incorporation that is or could become applicable to any of the Purchasers Purchaser as a result of the Purchasers Purchaser and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including, without limitation, as a result of the Company’s 's issuance of the Securities and the Purchasers’ Purchaser's ownership of the Securities.
Appears in 1 contract
Samples: Secured Convertible Note and Warrant Purchase Agreement (Bulova Technologies Group, Inc.)
Application of Takeover Protections. There is no control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s 's charter documents or the laws of its state of incorporation that is or could would become applicable to any of the Purchasers Purchaser as a result of the Purchasers Purchaser and the Company fulfilling their obligations or exercising their rights under this Agreement and the Transaction DocumentsWarrant, including, without limitation, as a result of the Company’s 's issuance of the Securities Common Stock issuable hereunder and the Purchasers’ Purchaser's ownership of the SecuritiesCommon Stock issuable hereunder.
Appears in 1 contract
Application of Takeover Protections. There is no The control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s charter documents Articles of Incorporation or the laws of its the state of its incorporation that is or could become are not applicable to any of the Purchasers Investor as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documentstransactions contemplated by this Agreement, including, without limitation, as a result of the Company’s 's issuance of the Securities and the Purchasers’ Investor's ownership of the Securities.
Appears in 1 contract
Samples: Purchase Agreement (Hpev, Inc.)
Application of Takeover Protections. There is no control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s certificate of incorporation (or similar charter documents documents) or the laws of its state of incorporation that is or could become applicable to any of the Purchasers as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including, including without limitation, as a result of limitation the Company’s issuance of the Securities and the Purchasers’ ownership of the Securities.
Appears in 1 contract
Samples: Securities Purchase Agreement (Interpharm Holdings Inc)
Application of Takeover Protections. There is no control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s charter documents or the laws of its state of incorporation that is or could become applicable to any of the Purchasers as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including, without limitation, as a result of the Company’s issuance of the Company Securities and the Purchasers’ ownership of the Company Securities.
Appears in 1 contract
Samples: Securities Purchase Agreement (Hi Tech Pharmacal Co Inc)
Application of Takeover Protections. There Except as described in Schedule 3.1(y), there is no control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s charter documents or the laws of its state of incorporation or otherwise, that is or could become applicable to any of the Purchasers Investors as a result of the Purchasers Investors and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including, without limitation, as a result of the Company’s issuance of the Securities and the PurchasersInvestors’ ownership of the Securities.
Appears in 1 contract
Samples: Securities Purchase Agreement (Intelligentias, Inc.)
Application of Takeover Protections. There is no control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s charter documents or the laws of its state of incorporation that is or could reasonably be expected to become applicable to any of the Purchasers as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including, without limitation, as a result of the Company’s issuance of the Securities and the Purchasers’ ownership of the Securities.
Appears in 1 contract
Application of Takeover Protections. There is no control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the CompanyBuyer’s charter documents or the laws Laws of its state of incorporation that is or could become applicable to any of the Purchasers Seller as a result of the Purchasers and the Company Seller, Buyer fulfilling their its obligations or exercising their its rights under this Agreement and the Transaction DocumentsAncillary Agreements, including, without limitation, as a result of the CompanyBuyer’s issuance of the Securities Shares and the Purchasers’ Seller’s ownership of the Securitiessuch Shares.
Appears in 1 contract
Samples: Asset Purchase Agreement (Kulicke & Soffa Industries Inc)
Application of Takeover Protections. There is no control share acquisition, business combination, poison pill (including any distribution under a rights agreement) combination or other similar anti-takeover provision under the Company’s charter documents Company Charter Documents or the laws of its state of incorporation applicable law that is or could become applicable to any of the Purchasers Investors as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documentstransactions contemplated by this Agreement, including, without limitation, as a result of including the Company’s 's issuance of the Securities Shares and the PurchasersInvestors’ ownership of the SecuritiesShares. The Company has not adopted a shareholders rights plan (or "poison pill") or similar arrangement relating to accumulations of beneficial ownership of Common Stock or a change in control of the Company.
Appears in 1 contract
Application of Takeover Protections. There is no control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s 's charter documents or the laws of its state of incorporation that is or could reasonably be expected to become applicable to any of the Purchasers Purchaser as a result of the Purchasers Purchaser and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including, without limitation, as a result of the Company’s 's issuance of the Securities Shares and the Purchasers’ Purchaser's ownership of the SecuritiesShares.
Appears in 1 contract
Samples: Stock Purchase Agreement (Solitario Resources Corp)
Application of Takeover Protections. There is no control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s charter documents Certificate of Incorporation or the laws of its state of incorporation Bylaws that is or could become applicable to any of the Purchasers Purchaser or the Sellers as a result of the Purchasers Purchaser and the Company Sellers fulfilling their obligations or exercising their rights under the Transaction Documentsthis Agreement, including, including without limitation, as a result of the Company’s issuance purchase of the Securities of the Shares by the Purchaser and the Purchasers’ Purchaser’s ownership of the SecuritiesShares.
Appears in 1 contract
Application of Takeover Protections. There is no control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s charter documents or the laws of its state of incorporation that is or could become applicable to any of the Purchasers Purchaser as a result of the Purchasers Purchaser and the Company fulfilling their obligations or exercising their rights under the Transaction Documentsthis Table of Contents Agreement and Ancillary Agreements, including, without limitation, as a result of the Company’s issuance of the Securities Shares and the Purchasers’ Purchaser’s ownership of the SecuritiesShares.
Appears in 1 contract
Application of Takeover Protections. There is The Company has no control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s charter documents articles of incorporation or the laws of its state of incorporation that is or could become applicable to any of the Purchasers as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including, without limitation, as a result of the Company’s issuance of the Securities and the Purchasers’ ownership of the Securitiesincorporation.
Appears in 1 contract
Samples: Securities Purchase Agreement (Sigyn Therapeutics, Inc.)
Application of Takeover Protections. There is no control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s 's charter documents or the laws of its state of incorporation that is or could become applicable to any of the Purchasers as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including, without limitation, as a result of the Company’s 's issuance of the Company Securities and the Purchasers’ ' ownership of the Company Securities.
Appears in 1 contract
Samples: Securities Purchase Agreement (Able Laboratories Inc)
Application of Takeover Protections. There is no control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s 's charter documents or the laws of its state of incorporation that is or could become applicable to any of the Purchasers Purchaser as a result of the Purchasers Purchaser and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including, without limitation, as a result of the Company’s 's issuance of the Securities Notes and the Purchasers’ Purchaser' ownership of the SecuritiesNotes.
Appears in 1 contract
Application of Takeover Protections. There is To the Company’s knowledge there are no control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s Certificate of Incorporation (or similar charter documents documents) or the laws of its state of incorporation that is or could become applicable to any of the Purchasers as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including, including without limitation, limitation as a result of the Company’s issuance of the Securities and the Purchasers’ ownership of the Securities.
Appears in 1 contract
Application of Takeover Protections. There is no control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s 's charter documents or the laws of its state of incorporation that is or could reasonably be expected to become applicable to any of the Purchasers Purchaser as a result of the Purchasers Purchaser and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including, including without limitation, as a result of limitation the Company’s 's issuance of the Securities and the Purchasers’ Purchaser's ownership of the Securities.
Appears in 1 contract
Application of Takeover Protections. There is no control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s charter documents or the laws of its state of incorporation that is or could become applicable to any of the Purchasers Purchaser as a result of the Purchasers Purchaser and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including, without limitation, as a result of the Company’s issuance of the Securities and the Purchasers’ Purchaser’s ownership of the Securities.
Appears in 1 contract
Samples: Securities Purchase Agreement (Pico Holdings Inc /New)
Application of Takeover Protections. There is no control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s 's charter documents or the laws of its state of incorporation that is or could become are applicable to any of the Purchasers Investor as a result of the Purchasers and consummation of the transactions contemplated by this agreement. The foregoing notwithstanding, the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including, without limitation, as a result has authorized in its articles of the Company’s issuance of the Securities and the Purchasers’ ownership of the Securitiesincorporation blank check preferred stock.
Appears in 1 contract
Application of Takeover Protections. There is no control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s Certificate of Incorporation (or similar charter documents documents) or the laws of its state of incorporation that is or could become applicable to any of the Purchasers as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including, without limitation, as a result of the Company’s 's issuance of the Securities and the Purchasers’ ' ownership of the Securities.
Appears in 1 contract
Samples: Securities Purchase Agreement (Generex Biotechnology Corp)
Application of Takeover Protections. There is no control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s charter documents or the laws of its state of incorporation that is or could would become applicable to any of the Purchasers Purchaser as a result of the Purchasers Purchaser and the Company fulfilling their obligations or exercising their rights under this Agreement and the Transaction DocumentsWarrant, including, without limitation, as a result of the Company’s issuance of the Securities Common Stock issuable hereunder and the Purchasers’ Purchaser’s ownership of the SecuritiesCommon Stock issuable hereunder.
Appears in 1 contract
Samples: Agreement (Syntroleum Corp)
Application of Takeover Protections. There is no control share acquisition, business combination, poison pill (including any distribution under a rights agreement) ), or other similar anti-takeover provision under the Company’s charter documents or the laws of its state of incorporation that is or could become applicable to any of the Purchasers as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including, without limitation, as a result of the Company’s issuance of the Securities and the Purchasers’ ownership of the Securities.
Appears in 1 contract
Application of Takeover Protections. There is are no control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s certificate of incorporation (or similar charter documents documents) or the laws of its state of incorporation that is or could become applicable to any of the Purchasers Buyers as a result of the Purchasers Buyers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including, including without limitation, limitation as a result of the Company’s issuance of the Securities and the PurchasersBuyers’ ownership of the Securities.
Appears in 1 contract
Samples: Securities Purchase Agreement (Windtree Therapeutics Inc /De/)
Application of Takeover Protections. There is no control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s charter documents or the laws of its state of incorporation that is or could become applicable to any of the Purchasers as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including, without limitation, as a result of the Company’s issuance of the Securities and the Purchasers’ ownership of the Securities.. (q)
Appears in 1 contract
Samples: Securities Purchase Agreement (American Basketball Association, Inc.)
Application of Takeover Protections. There is no control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s charter documents 's Organizational Documents or the laws of its state jurisdiction of incorporation formation that is or could become applicable to any of the Purchasers Purchaser as a result of the Purchasers Purchaser and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including, without limitation, including as a result of the Company’s 's issuance of the Securities Shares and the Purchasers’ Purchaser's ownership of the SecuritiesShares.
Appears in 1 contract
Application of Takeover Protections. There is no control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s or any Subsidiary's charter documents or the laws of its state of incorporation that is or could become applicable to any of the Purchasers Investors as a result of the Purchasers Investors and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including, without limitation, as a result of the Company’s issuance of the Securities and the PurchasersInvestors’ ownership of the Securities.
Appears in 1 contract
Samples: Purchase Agreement (Terabeam, Inc.)
Application of Takeover Protections. There is no control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s charter documents or the laws of its state of incorporation that is or could become applicable to any of the Purchasers Investors as a result of the Purchasers Investors and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including, without limitation, as a result of the Company’s issuance of the Securities Common Shares and the PurchasersInvestors’ ownership of the SecuritiesCommon Shares.
Appears in 1 contract
Application of Takeover Protections. There is are no control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s certificate of incorporation (or similar charter documents documents) or the laws of its state of incorporation that is or could become applicable to any of the Purchasers Purchaser as a result of the Purchasers Purchaser and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including, including without limitation, limitation as a result of the Company’s issuance of the Securities Shares and the PurchasersPurchaser’ ownership of the SecuritiesShares.
Appears in 1 contract
Samples: Subscription Agreement (Marathon Patent Group, Inc.)
Application of Takeover Protections. There is no The Company has not adopted any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s charter documents or the laws of its state of incorporation that is or could become applicable to any of the Purchasers Investors as a result of the Purchasers Investors and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including, including without limitation, as a result of limitation the Company’s issuance of the Securities and the PurchasersInvestors’ ownership of the Securities.
Appears in 1 contract
Samples: Securities Purchase Agreement (Irvine Sensors Corp/De/)
Application of Takeover Protections. There is no control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s charter documents or the laws of its state of incorporation that is or could become applicable to any of the Purchasers Investors as a result of the Purchasers Investors and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including, without limitation, as a result of the Company’s issuance of the Securities Common Shares and the PurchasersInvestors’ ownership of the SecuritiesCommon Shares.
Appears in 1 contract
Samples: Stock Purchase Agreement (Maui Land & Pineapple Co Inc)
Application of Takeover Protections. There is no control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s 's charter documents or the laws of its state of incorporation that is or could become applicable to any of the Purchasers as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including, without limitation, as a result of the Company’s 's issuance of the Securities Shares and the Purchasers’ ' ownership of the SecuritiesShares.
Appears in 1 contract
Application of Takeover Protections. There is no control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s charter documents or the laws of its state of incorporation that is or could reasonably be expected to become applicable to any of the Purchasers as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including, including without limitation, as a result of limitation the Company’s issuance of the Securities and the Purchasers’ ownership of the Securities.
Appears in 1 contract
Application of Takeover Protections. There is no control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s 's charter documents or the laws of its state of incorporation that is or could become applicable to any of the Purchasers Investors as a result of the Purchasers Investors and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including, without limitation, as a result of the Company’s 's issuance of the Securities and the Purchasers’ Investors' ownership of the Securities.
Appears in 1 contract
Samples: Securities Purchase Agreement (Pacific Ethanol, Inc.)
Application of Takeover Protections. There is no control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s 's charter documents or the laws of its state of incorporation that is or could become applicable to any of the Purchasers Investors as a result of the Purchasers Investors and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including, without limitation, as a result of the Company’s 's issuance of the Securities Common Shares and the Purchasers’ Investors' ownership of the SecuritiesCommon Shares.
Appears in 1 contract
Samples: Securities Purchase Agreement (Eagle Bulk Shipping Inc.)
Application of Takeover Protections. There Except as set forth in Schedule 3.1(q), there is no control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s charter documents or the laws of its state of incorporation that is or could become applicable to any of the Purchasers as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including, without limitation, as a result of the Company’s issuance of the Securities and the Purchasers’ ownership of the Securities.
Appears in 1 contract
Samples: Securities Purchase Agreement (Orchid Biosciences Inc)
Application of Takeover Protections. There is no control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s 's Certificate of Incorporation (or similar charter documents documents) or the laws of its state of incorporation that is or could become applicable to any of the Purchasers Investors as a result of the Purchasers Investors and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including, including without limitation, as a result of limitation the Company’s 's issuance of the Securities and the Purchasers’ Investors' ownership of the Securities.
Appears in 1 contract
Samples: Securities Purchase Agreement (Great Expectations & Associates Inc)
Application of Takeover Protections. There is are no control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s Buyer's certificate of incorporation (or similar charter documents documents) or the laws of its state of incorporation that is or could become applicable to any of the Purchasers Seller or the Principals as a result of the Purchasers Seller and the Company Buyer fulfilling their obligations or exercising their rights under this Agreement and the other Transaction Documents, including, including without limitation, as a result of the Company’s limitation Buyer's issuance of the Securities and the Purchasers’ ownership of the SecuritiesShares.
Appears in 1 contract
Samples: Asset Purchase Agreement (Iconix Brand Group, Inc.)
Application of Takeover Protections. There is no control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s 's charter documents or the laws of its state of incorporation that is or could become applicable to any of the Purchasers as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including, without limitation, as a result of the Company’s 's issuance of the Securities and the Purchasers’ ' ownership of the Securities.. 8 / STKR 2004 Form 8-K
Appears in 1 contract
Application of Takeover Protections. There is no control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s 's charter documents or the laws of its state of incorporation that is or could become applicable to any of the Purchasers solely as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including, without limitation, as a result of the Company’s 's issuance of the Securities and Warrant Shares and the Purchasers’ ' ownership of the SecuritiesSecurities and Warrant Shares.
Appears in 1 contract
Samples: Common Stock and Warrant Purchase Agreement (Impax Laboratories Inc)
Application of Takeover Protections. There Except as set forth in the Risk Factors (defined below), there is no control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s 's charter documents or the laws of its state of incorporation that is or could become applicable to any of the Purchasers as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including, without limitation, as a result of the Company’s 's issuance of the Securities and the Purchasers’ ' ownership of the Securities.
Appears in 1 contract
Application of Takeover Protections. There is no control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s 's charter documents or the laws of its state of incorporation that is or could become applicable to any of the Purchasers Purchaser as a result of the Purchasers Purchaser and the Company fulfilling their obligations or exercising their rights under the Transaction DocumentsAgreements, including, without limitation, as a result of the Company’s 's issuance of the Securities (including the issuance of the Underlying Securities upon conversion thereof) and the Purchasers’ Purchaser's ownership of the Securities.
Appears in 1 contract
Application of Takeover Protections. There is are no applicable control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s certificate of incorporation (or similar charter documents documents) or the laws of its state of incorporation that is or could become applicable to any of the Purchasers Subscribers as a result of the Purchasers Subscribers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including, including without limitation, limitation as a result of the Company’s issuance of the Securities and the PurchasersSubscribers’ ownership of the Securities.
Appears in 1 contract
Application of Takeover Protections. There Except as described in Schedule 3.1(u), there is no control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s charter documents or the laws of its state jurisdiction of incorporation that is or could become applicable to any of the Purchasers Purchaser as a result of the Purchasers Purchaser and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including, without limitation, as a result of the Company’s issuance of the Securities and the Purchasers’ Purchaser’s ownership of the Securities.
Appears in 1 contract
