Common use of Inapplicability of Anti-takeover Statutes Clause in Contracts

Inapplicability of Anti-takeover Statutes. Assuming the accuracy of the representations and warranties of Merger Subsidiary and Parent in Section 4.4, there is no takeover or anti-takeover statute or similar Law, including Section 203 of the DGCL, applicable to this Agreement and the Transactions that requires additional action by the Company Board in order for any such anti-takeover statute to be inapplicable to this Agreement and the Transactions.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Kadmon Holdings, Inc.), Agreement and Plan of Merger (Luminex Corp)

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Inapplicability of Anti-takeover Statutes. Assuming the accuracy of the representations and warranties of Merger Subsidiary and Parent in Section 4.44.15, to the Knowledge of the Company, there is no takeover or anti-takeover statute or similar Law, including Section 203 of the DGCL, applicable to this Agreement and the Transactions that requires additional action by the Company Board in order for any such anti-takeover statute to be inapplicable to this Agreement and the Transactions.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (SolarWinds, Inc.), Agreement and Plan of Merger (SolarWinds, Inc.)

Inapplicability of Anti-takeover Statutes. Assuming the accuracy of the representations and warranties of Merger Subsidiary and Parent in Section 4.44.5, there is no takeover or anti-takeover statute or similar Law, including Section 203 of the DGCL, applicable to this Agreement and the Transactions that requires additional action by the Company Board or the board (or equivalent governing body) of any Company Subsidiary in order for any such anti-takeover statute to be inapplicable to this Agreement and the Transactions.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Bazaarvoice Inc)

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Inapplicability of Anti-takeover Statutes. Assuming the accuracy of the representations and warranties of Merger Subsidiary Sub and Parent in Section 4.43.12, there is no takeover the Company has taken all action necessary to exempt or exclude the Merger, this Agreement and the transaction contemplated hereby from any “fair price,” “moratorium,” “control share acquisition” or other form of anti-takeover statute or similar federal or state Law, including Section 203 of the DGCL, and accordingly no such Laws or restrictions are applicable to this Agreement and the Transactions that requires additional action by the Company Board in order for any such anti-takeover statute to be inapplicable to this Agreement and or the Transactions.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Xura, Inc.)

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