Provisions of Maryland Law Sample Clauses

Provisions of Maryland Law. The approval and authorization of the Transaction Documents, and the purchase of the Pacific Life Shares, the Warrants, the Warrant Shares and the shares of Prison Realty Common Stock issuable upon conversion of the Pacific Life Shares hereunder, by the Prison Realty Board of Directors constitutes approval of the transactions for the purposes of Maryland law (or similar laws of any jurisdiction applicable to the transactions contemplated hereby) with respect to the acquisition of control shares of, and business combinations with, Prison Realty.
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Provisions of Maryland Law. The approval and authorization of the Transaction Documents, and the purchase of the Initial Shares, the Warrants, the Warrant Shares, the Standby Commitment Shares and the shares of Prison Realty Common Stock issuable upon conversion of the Shares hereunder, by the Prison Realty Board of Directors constitutes approval of the transactions for the purposes of Maryland law (or similar laws of any jurisdiction applicable to the transactions contemplated hereby) with respect to the acquisition of control shares of, and business combinations with, Prison Realty.
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Provisions of Maryland Law. Maryland has adopted a Control Share Acquisition Act (the "Control Share Act"), which provides that control shares of a Maryland corporation acquired in a control share acquisition have no voting rights except to the extent approved by stockholders at a special meeting by a vote of two-thirds of the votes entitled to be cast on the matter (excluding shares owned by the acquiror and by officers or by directors who are employees of the corporation). Control shares are voting shares of stock which, if aggregated with all other shares of stock owned by the acquiror or in respect of which the acquiror is able to exercise or direct the exercise of voting power (except solely by virtue of a revocable proxy), would entitle the acquiror to exercise voting power in electing directors within certain statutorily-defined ranges (one-tenth but less than one-third, one-third but less than a majority, and more than a majority of the voting power). As a closed end investment company registered under the Investment Company Act of 1940, NRL is exempt from the Control Share Act unless its board of directors adopts a resolution electing to be subject to the Control Share Act. Further, any resolution by NRL's board of directors electing to cause NRL to become subject to the Control Share Act is not effective with respect to any person who became a holder of control shares before the time that the resolution is adopted. NRL has indicated that NRL's board of directors elected to subject NRL to the Control Share Act on September 22, 2004, effective immediately after the issuance by NRL of 139,535 shares to Neuberger Berman, LLC. The legality of the issuance of shares to Xxxxxxxxr Xxxxan, LLC and the applicability of the Control Shxxx Xxx xo xx xxx issues involved in our litigation with NRL. Although we do not believe that the issuance of shares to Neuberger Berman, LLC is valid or that the Control Share Statute xxxxxxx xx xx, the district court has not yet issued a final judgment regarding these matters and there can be no assurance that the district court will agree with our position. Maryland has also adopted a Business Combination Act (the "Business Combination Act"), which prohibits an interested stockholder of a Maryland corporation from engaging in a business combination with the corporation for a period of five years after the most recent date on which the interested stockholder became an interested stockholder. An interested stockholder is a stockholder that holds ten perc...
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Related to Provisions of Maryland Law

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