Control Share Acquisition. No restrictive provision of any “fair price,” “moratorium,” “control share acquisition,” “business combination,” “stockholder protection,” “interested shareholder” or other similar anti-takeover statute or regulation (each, a “Takeover Statute”) or any restrictive provision of the Articles of Incorporation or By-Laws of the Company or comparable organizational documents of any of its Subsidiaries is, or at the Effective Time will be, applicable to the Company, its Subsidiaries, Parent, Merger Sub, Company Common Stock, the Merger or any other of the Contemplated Transactions.
Control Share Acquisition. The Board of Directors has taken all action necessary to render Section 203 of Delaware Law inapplicable to the Offer, the Merger, this Agreement, the Voting and Option Agreement and any of the transactions contemplated hereby and thereby.
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. 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. Following the actions of the Board of Directors of the Company and the Special Committee as described in Section 3.19, there is no "fair price," "moratorium," "control share" or other similar state takeover statute or regulation (each, a "Takeover Statute") or comparable takeover provision of the Restated Articles of Incorporation or Bylaws of the Company that applies or purports to apply to the Company, the Offer, the Merger or the transactions contemplated by this Agreement.
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 Company's Board of Directors ------------------------- has approved the Offer, the Merger, this Agreement, the Company Stock Option Agreement and Parent's acquisition of Shares pursuant to the Stockholders' Agreement, and such approval is sufficient to render inapplicable to the Offer, the Merger, this Agreement, the Company Stock Option Agreement and the Stockholders' Agreement the limitations on business combinations continued in Section 203 of Delaware Law. To the knowledge of the Company, no other state takeover statute or similar statute or regulation applies or purports to apply to the Offer, the Merger, this Agreement, the Company Stock Option Agreement or the Stockholders' Agreement or any of the transactions contemplated by this Agreement, the Company Stock Option Agreement or the Stockholders' Agreement.
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.
Control Share Acquisition. Section 607.0902, Florida Statutes, relative to control share acquisitions does not apply to the transactions contemplated by this Agreement.
Control Share Acquisition. The Company shall take all steps necessary to ensure that the Purchaser’s acquisition of any shares pursuant to, or permitted by, this Agreement or the Warrant shall be exempt from the application of any control share acquisition provisions (including Section 203 of the Delaware General Corporation Law) to the fullest extent permitted under applicable law and exempt such acquisitions by the Purchase from any shareholder rights or similar plan adopted or approved by the Board of Directors.
