Common use of Charter Provisions Clause in Contracts

Charter Provisions. Each Company Entity has taken all action so that the entering into of this Agreement and the consummation of the Merger and the other transactions contemplated by this Agreement do not and will not result in the grant of any preemptive or similar rights to any Person under the Certificate of Incorporation, Bylaws or other governing instruments of any Company Entity or restrict or impair the ability of Parent or Merger Sub to vote, or otherwise to exercise the rights of a stockholder with respect to, shares of any Company Entity that may be directly or indirectly acquired or controlled by them.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Allion Healthcare Inc), Agreement and Plan of Merger (Allion Healthcare Inc)

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Charter Provisions. Each Company Entity has taken shall take all necessary action so to ensure that the entering into of this Agreement and the consummation of the Merger and the other transactions contemplated by this Agreement hereby do not and will not result in the grant of any preemptive or similar rights to any Person under the Certificate certificate of Incorporationincorporation, Bylaws bylaws or other governing instruments of any Company Entity or restrict or impair the ability of Parent or Merger Sub any of its Subsidiaries to vote, or otherwise to exercise the rights of a stockholder with respect to, shares of any Company Entity that may be directly or indirectly acquired or controlled by them.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Indus International Inc), Agreement and Plan of Merger (Netsmart Technologies Inc)

Charter Provisions. Each Company Entity has taken all action so that the entering into of this Agreement and the consummation of the Merger and the other transactions contemplated by this Agreement do not and will not result in the grant of any preemptive or similar rights to any Person under the Certificate certificate of Incorporationincorporation, Bylaws bylaws or other governing instruments of any Company Entity or restrict or impair the ability of Parent or Merger Sub any of its Subsidiaries to vote, or otherwise to exercise the rights of a stockholder with respect to, shares of any Company Entity that may be directly or indirectly acquired or controlled by them.

Appears in 1 contract

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

Charter Provisions. Each Company Entity has taken all action so that the entering into of this Agreement and the other Transaction Documents and the consummation of the Merger and the other transactions contemplated by this Agreement hereby and thereby do not and will not result in the grant of any preemptive or similar rights to any Person under the Certificate certificate of Incorporationincorporation, Bylaws bylaws or other governing instruments of any Company Entity or restrict or impair the ability of Parent or Merger Sub any of its Subsidiaries to vote, or otherwise to exercise the rights of a stockholder with respect to, shares of any Company Entity that may be directly or indirectly acquired or controlled by them.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Netsmart Technologies Inc)

Charter Provisions. Each Company Entity has taken shall take all necessary ------------------ action so to ensure that the entering into of this Agreement and the consummation of the Merger and the other transactions contemplated by this Agreement hereby do not and will not result in the grant of any preemptive or similar rights to any Person under the Certificate Articles of Incorporation, Bylaws or other governing instruments of any Company Entity or restrict or impair the ability of Parent Acquiror or Merger Sub any of its Subsidiaries to vote, or otherwise to exercise the rights of a stockholder shareholder with respect to, shares of any Company Entity that may be directly or indirectly acquired or controlled by them.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Mohawk Industries Inc)

Charter Provisions. Each Xxxxxx Xxxxxxxx Company Entity has taken all action so that the entering into of this Agreement and the consummation of the Merger and the other transactions contemplated by this Agreement do not and will not result in the grant of any preemptive or similar rights to any Person under the Certificate Articles of Incorporation, Bylaws or other governing instruments of any Xxxxxx Xxxxxxxx Company Entity or restrict or impair the ability of Parent or Merger Sub the Surviving Corporation to vote, or otherwise to exercise the rights of a stockholder shareholder with respect to, shares of any Xxxxxx Xxxxxxxx Company Entity that may be directly or indirectly acquired or controlled by themit.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Premier Bancshares Inc /Ga)

Charter Provisions. Each Company Entity has taken all action so that the entering into of this Agreement Agreement, and the consummation of the Merger and the other transactions contemplated by this Agreement Agreement, do not and will shall not result in the grant of any preemptive or similar rights to any Person other than Parent under the Certificate certificate of Incorporationincorporation, Bylaws bylaws or other governing instruments of any Company Entity or restrict or impair the ability of Parent or Merger Sub to vote, or otherwise to exercise the rights of a stockholder with respect to, shares of any Company Entity Common Stock that may be directly or indirectly acquired or controlled by themit.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Liberty Media Corp)

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Charter Provisions. Each Company Entity and each Shareholder ------------------ has taken all action so that the entering into of this Agreement and the consummation of the Merger and the other transactions contemplated by this Agreement do not and will not result in the grant of any preemptive or similar rights to any Person under the Certificate Articles of Incorporation, Bylaws or other governing instruments of any Company Entity or restrict or impair the ability of Parent Acquiror or Merger Sub any of its Subsidiaries to vote, or otherwise to exercise the rights of a stockholder shareholder with respect to, shares of any Company Entity that may be directly or indirectly acquired or controlled by them.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Mohawk Industries Inc)

Charter Provisions. Each Company Entity has taken all action so that the entering into of this Agreement and the consummation of the Merger and the other transactions contemplated by this Agreement do not and will not result in the grant of any preemptive or similar rights to any Person under the Certificate of Incorporation, Bylaws or other governing instruments of any Company Entity or restrict or impair the ability of Parent or Merger Sub any of its Subsidiaries to vote, or otherwise to exercise the rights of a stockholder with respect to, shares of any Company Entity that may be directly or indirectly acquired or controlled by them.

Appears in 1 contract

Samples: Stockholder Voting Agreement (West Corp)

Charter Provisions. Each Company Entity has taken all action so that the entering into of this Agreement and the consummation of the Merger and the other transactions contemplated by this Agreement do not and will not result in the grant of any preemptive or similar rights to any Person under the Certificate of Incorporation, Bylaws or other governing instruments of any Company Entity or restrict or impair the ability of Parent or Merger Sub any of its Subsidiaries to vote, or otherwise to exercise the rights of a stockholder with respect to, shares of any Company Entity that may be directly or indirectly acquired or controlled by them.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Back Yard Burgers Inc)

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