Control Share Acquisition Sample Clauses

Control Share Acquisition. The Company has taken all actions necessary and within its authority such that no restrictive provision of any “fair price,” “moratorium,” “control share acquisition,” “business combination,” “stockholder protection,” “interested stockholder” or other similar anti-takeover statute or regulation (each, a “Takeover Statute”) or restrictive provision of any applicable provision in the Certificate of Incorporation or By-Laws of the Company or comparable charter documents and By-laws of any of its Subsidiaries is, or at the Effective Time will be, applicable to the Company, its Subsidiaries, Purchaser, Merger Sub, Company Common Stock, the Merger or any other transaction contemplated by this Agreement.
Control Share Acquisition. The provisions of Chapter 110D of the ------------------------- General Laws of the Commonwealth of Massachusetts ("Chapter 110D"), as it may be amended from time to time, shall not apply to "control share acquisitions" of the Corporation within the meaning of Chapter 110D.
Control Share Acquisition. Neither Parts 2 nor 3 of ------------------------- Article 11 of the Georgia Code nor any other "fair price", "moratorium", "control share acquisition", "interested shareholder" or similar antitakeover statute or regulation enacted under Georgia law applicable to the Company or any of its Subsidiaries is applicable to the Offer, the Merger, this Agreement, the Subscription Agreement or the Voting Agreement or any of the transactions contemplated by this Agreement, the Subscription Agreement or the Voting Agreement.
Control Share Acquisition. No restrictive provision of any "fair price," "moratorium," "control share acquisition," "business combination," "stockholder protection," "interested stockholder" or other similar anti-takeover statute or regulation (each, a "Takeover Statute"), or any similar restrictive provision of the Certificate of Incorporation or By-Laws of the Company is, or at the Effective Time will be, applicable to the Company, Parent, Merger Sub, the Company Common Stock, the Merger or any other transaction contemplated by this Agreement or the Purchase Agreement.
Control Share Acquisition. No restrictive provision of any “fair price,” “moratorium,” “control share acquisition,” “business combination,” “stockholder protection,”
Control Share Acquisition. None of the transactions ------------------------- contemplated by this Agreement and the Parent Stock Option, including the purchase of Shares in the Offer and in the Merger and the Merger, individually or in the aggregate, (a) result in, constitute or be deemed to be a "control share acquisition" as such term is defined in (S) 607.0902 of the FBCA or (b) are subject to the provisions of Section 607.0901 of the FBCA, in each case with respect to either the Parent or the Purchaser, or any other party to either of such Agreements.
Control Share Acquisition. Assuming that Parent and Purchaser are ------------------------- not an "interested stockholders" under Section 203 of the DGCL, the Board of Directors has taken all action necessary to render Section 203 of the DGCL inapplicable to the Offer, the Merger, this Agreement, the Voting Agreement and all of the transactions contemplated hereby or thereby. No other "fair price," "merger moratorium," "control share acquisition" or other anti-takeover statute or similar statute or regulation applies or purports to apply to the Offer, the Merger, this Agreement, the Voting Agreement or any of the other transactions contemplated hereby or thereby to any payment as a result of the transactions contemplated hereunder.
Control Share Acquisition. No state takeover statute or similar statute or regulation or comparable takeover provision of the Restated Certificate or By-Laws of the Company applies or purports to apply to the Merger or this Agreement.