Takeover Statutes. No “fair price”, “moratorium”, “control share acquisition” or other similar anti-takeover statute or regulation (each, a “Takeover Statute”) or any anti-takeover provision in the Company Charter or Company Bylaws is applicable to the Company, the Shares, this Agreement, the Voting Agreement or the Transactions.
Appears in 8 contracts
Samples: Agreement and Plan of Merger (Walt Disney Co/), Agreement and Plan of Merger (Twenty-First Century Fox, Inc.), Agreement and Plan of Merger (Twenty-First Century Fox, Inc.)
Takeover Statutes. No “fair price”, ,” “moratorium”, ,” “control share acquisition” or other similar anti-takeover statute or regulation (each, a “Takeover Statute”) or any anti-takeover provision in the Company Charter Company’s certificate of incorporation or Company Bylaws by-laws is applicable to the Company, the Shares, this Agreement, the Voting Agreement Merger or the other Transactions.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Optimer Pharmaceuticals Inc), Agreement and Plan of Merger (Viking Systems Inc), Agreement and Plan of Merger (Cubist Pharmaceuticals Inc)
Takeover Statutes. No “fair price”, ,” “moratorium”, ,” “control share acquisition” or other similar anti-takeover statute or regulation (each, including Section 203 of the DGCL) (each a “Takeover Statute”) or any anti-takeover provision in the Company Charter or Company Bylaws Company’s certificate of incorporation and bylaws is applicable to the CompanyShares, the Shares, Merger or the other transactions contemplated by this Agreement, the Voting Agreement or the Transactions.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Usf Corp), Agreement and Plan of Merger (Usf Corp), Agreement and Plan of Merger (Yellow Roadway Corp)
Takeover Statutes. No The Company is not subject to any “business combination,” “fair price”, ,” “moratorium”, ,” “control share acquisition” or other similar anti-takeover statute or regulation enacted under state or federal Laws in the United States (each, each a “Takeover Statute”) or any anti-takeover provision in the Company Charter or Company Bylaws is applicable to the Company, the Shares, this Agreement, the Voting Agreement Parent or the TransactionsMerger.
Appears in 4 contracts
Samples: Side Agreement (Tekelec), Agreement and Plan of Merger (Ixia), Agreement and Plan of Merger (Ixia)
Takeover Statutes. No “fair price”, ,” “moratorium”, ,” “control share acquisition” or other similar any anti-takeover statute or regulation (each, a “Takeover Statute”) or any anti-takeover provision in the Company Charter Company’s certificate of incorporation or Company Bylaws bylaws is applicable to the Company, the Shares, this Agreement, the Voting Agreement Shares or the TransactionsMerger.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Potomac Electric Power Co), Agreement and Plan of Merger (Potomac Electric Power Co), Agreement and Plan of Merger (Exelon Corp)
Takeover Statutes. No “fair price”, ,” “moratorium”, ,” “control share acquisition” or other similar anti-takeover statute or regulation (each, a “Takeover Statute”) or any anti-takeover provision in the Company Charter Company’s articles of incorporation or Company Bylaws by-laws is applicable to the Company, the Shares, the Merger or the other transactions contemplated by this Agreement, the Voting Agreement or the Transactions.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Learning Care Group, Inc), Agreement and Plan of Merger (McJunkin Red Man Corp), Agreement and Plan of Merger (McJunkin Red Man Holding Corp)
Takeover Statutes. No “fair price”, “moratorium”, “control share acquisition” or other similar anti-takeover statute or regulation (each, a “Takeover Statute”) or any anti-takeover provision in the Company Charter or Company Bylaws Organizational Documents is applicable to the Company, the Shares, this Agreement, the Voting Agreement Merger or the other Contemplated Transactions.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Fortress Investment Group LLC), Agreement and Plan of Merger (Oaktree Capital Group, LLC), Agreement and Plan of Merger (Brookfield Asset Management Inc.)
Takeover Statutes. No “fair price”, ,” “moratorium”, ,” “control share acquisition” or other similar anti-takeover statute or regulation (each, a “Takeover Statute”) or any anti-takeover provision in the Company Charter Company’s certificate of incorporation or Company Bylaws by-laws is applicable to the Company, the Shares, this Agreementthe Merger, the Voting Agreement or the Transactionsother transactions contemplated by this Agreement.
Appears in 3 contracts
Samples: Voting Agreement (Straight Path Communications Inc.), Agreement and Plan of Merger (Straight Path Communications Inc.), Agreement and Plan of Merger (At&t Inc.)
Takeover Statutes. No “fair price”, There are no “moratorium”, ,” “control share acquisition,” “fair price,” “supermajority,” “affiliate transactions,” or “business combination statute or regulation” or other similar state or other anti-takeover statute or regulation (each, a “Takeover Statute”) or any anti-takeover provision in the Company Charter or Company Bylaws is Laws and regulations applicable to the Company, the Company Ordinary Shares, the Transaction or any other transactions contemplated by this Agreement, the Voting Agreement or the Transactions.
Appears in 3 contracts
Samples: Transaction Agreement (Borgwarner Inc), Transaction Agreement (Delphi Technologies PLC), Transaction Agreement (Mimecast LTD)
Takeover Statutes. No “fair price”, ,” “moratorium”, ,” “control share acquisition” or other similar anti-takeover statute or regulation (each, a “Takeover Statute”) or any anti-takeover provision in the Company Charter Company’s Articles or Company Bylaws is applicable to the Company, the Shares, this Agreement, the Voting Agreement or the Transactionstransactions contemplated hereby, including the Merger, with respect to the Company. The Company does not have any stockholder rights plan, “poison pill” or similar plan or arrangement in effect.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Square 1 Financial Inc), Agreement and Plan of Merger (Pacwest Bancorp), Agreement and Plan of Merger (Investors Bancorp, Inc.)
Takeover Statutes. No “business combination”, “fair price”, “moratorium”, “control share acquisition” or other similar anti-takeover statute or regulation (each, a “Takeover Statute”) or any anti-takeover provision in the Company Charter Company’s certificate of incorporation or Company Bylaws by-laws is applicable to the Company, the Public Shares, this Agreement, the Voting Agreement Merger or the other Transactions.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Bank of Tokyo - Mitsubishi Ufj, LTD), Agreement and Plan of Merger (Unionbancal Corp), Agreement and Plan of Merger (Mitsubishi Ufj Financial Group Inc)
Takeover Statutes. No “fair price”, “moratorium”, “control share acquisition” or other similar anti-takeover statute or regulation enacted under state or federal Laws in the United States (each, a “Takeover Statute”) or any anti-takeover provision in the Company Charter Debtor’s certificate of incorporation or Company Bylaws by-laws is applicable to the CompanyDebtor, the Shares, this Agreement, the Voting Agreement Shares or the Transactions.
Appears in 2 contracts
Samples: Plan Sponsor Agreement (Quality Care Properties, Inc.), Alternative Plan Sponsor Agreement (Quality Care Properties, Inc.)
Takeover Statutes. No “fair price”, ,” “moratorium”, ,” “control share acquisition” or other similar anti-takeover statute or regulation (each, a “Takeover Statute”) or any anti-takeover provision in the Company Charter Company’s Certificate of Formation or Company Bylaws by-laws is applicable to the Company, the Shares, the Merger, the Bank Merger or the other transactions contemplated by this Agreement, the Voting Agreement or the Transactions.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Hanmi Financial Corp), Agreement and Plan of Merger (Hanmi Financial Corp)
Takeover Statutes. No “fair price”, “moratorium”, “control share acquisition” or other similar anti-takeover statute or regulation (each, a “Takeover Statute”) or any anti-takeover provision in the Company Charter Certificate of Incorporation or Company Bylaws is applicable to the Company, the Shares, the Merger or the other transactions contemplated by this Agreement. There is no stockholder rights plan, “poison pill” antitakeover plan or similar device in effect to which the Voting Agreement Company is subject, party or the Transactionsotherwise bound.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Covetrus, Inc.), Agreement and Plan of Merger (Agiliti, Inc. \De)
Takeover Statutes. No “fair price”, There are no “moratorium”, ,” “control share acquisition,” “fair price,” “supermajority,” “affiliate transactions,” or “business combination statute or regulation” or other similar anti-takeover statute or regulation (each, a “Takeover Statute”) or any anti-takeover provision in the Company Charter or Company Bylaws is Laws and regulations applicable to the Company, the Company Shares, the Acquisition, Scheme or any other transactions contemplated by this Agreement, the Voting Agreement or the Transactions.
Appears in 2 contracts
Samples: Investor Rights Agreement (Atotech LTD), Investor Rights Agreement (MKS Instruments Inc)
Takeover Statutes. No “business combination,” “fair price”, ,” “moratorium”, ,” “control share acquisition” or other similar anti-takeover statute or regulation (each, a “Takeover Statute”) or any anti-takeover provision in the Company Charter Company’s articles of incorporation or Company Bylaws by-laws is applicable to the Company, the Shares, the Merger or any of the other transactions contemplated by this Agreement, the Voting Agreement or the Transactions.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Reed Elsevier PLC), Agreement and Plan of Merger (Choicepoint Inc)
Takeover Statutes. No “fair price”, ,” “moratorium”, ,” “control share acquisition” or other similar anti-takeover statute or regulation (each, a “Takeover Statute”) or any anti-takeover provision in the Company Charter Company’s articles of incorporation or Company Bylaws bylaws is applicable to the Company, the Shares, this Agreementthe Merger, the Voting Agreement Agreements, or the Transactionsother transactions contemplated by this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Unified Grocers, Inc.), Agreement and Plan of Merger (Supervalu Inc)
Takeover Statutes. No “The Company is not subject to any "business combination," "fair price”, “," "moratorium”, “," "control share acquisition” " or other similar anti-takeover statute or regulation enacted under state or federal Laws in the United States (each, each a “"Takeover Statute”") or any anti-takeover provision in the Company Charter or Company Bylaws is applicable to the Company, the Shares, this Agreement, the Voting Agreement Company or the TransactionsMerger.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Tekelec), Agreement and Plan of Merger (Tekelec)
Takeover Statutes. No “fair price”, ,” “moratorium”, ,” “control share acquisition” or other similar anti-takeover statute or regulation (each, a “Takeover Statute”) or any anti-takeover provision in the Company Charter or Company Bylaws is applicable to the Company, the Shares, Banknorth or is applicable to this Agreement, the Voting Stockholders Agreement or the Transactionstransactions contemplated hereby and thereby.
Appears in 2 contracts
Samples: Rights Agreement (Toronto Dominion Bank), Agreement and Plan of Merger (Banknorth Group Inc/Me)
Takeover Statutes. No “fair price”, ,” “moratorium”, ,” “control share acquisition” or other similar anti-takeover statute or regulation (each, a “Takeover Statute”) or any anti-takeover provision in the Company Charter or Company Bylaws Company’s Organizational Documents is applicable to the Company, the Shares, this Agreement, the Voting Agreement Merger or the other Transactions.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (CONMED Corp), Agreement and Plan of Merger (CONMED Corp)
Takeover Statutes. No “fair price”, ,” “moratorium”, ,” “control share acquisition” or other similar anti-takeover statute or regulation (each, a “Takeover Statute”) or any anti-takeover provision in the Company Charter Company’s certificate of incorporation or Company Bylaws by-laws is applicable to the Company, the Shares, the Merger or the other transactions contemplated by this Agreement, the Voting Agreement or the Transactions.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Valeant Pharmaceuticals International, Inc.), Agreement and Plan of Merger (Medicis Pharmaceutical Corp)
Takeover Statutes. No “fair price”, ,” “merger moratorium”, ,” “control share acquisition” or other similar anti-takeover statute or regulation (each, a “Takeover Statute”) or any anti-takeover provision in the Company Charter or Company Bylaws is applicable to the CompanyMerger or any other transaction contemplated hereby, except for such statutes or regulations as to which all necessary action has been taken by the Shares, this Agreement, Company and the Voting Agreement or Company Board to permit the Transactionsconsummation of the Merger in accordance with the terms hereof.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (TNS Inc), Agreement and Plan of Merger (TUTOR PERINI Corp)
Takeover Statutes. No “fair price”, ,” “moratorium”, ,” “control share acquisition” or other similar anti-takeover statute or regulation (each, a “Takeover Statute”) or any anti-takeover provision in the Company Charter Company’s articles of incorporation or Company Bylaws bylaws is applicable to the Company, the Shares, the Issuance, the Conversion or the other transactions contemplated by this Agreement, the Voting Agreement or the Transactions.
Appears in 2 contracts
Samples: Debt Conversion and Purchase and Sale Agreement (Bebe Stores, Inc.), Sale Agreement (B. Riley Financial, Inc.)
Takeover Statutes. No “fair price”, “moratorium”, “control share acquisition” or other similar anti-takeover statute or regulation (each, a “Takeover Statute”) or any anti-takeover provision as in effect on the Company Charter or Company Bylaws date of this Agreement is applicable to the Company, Company Common Stock, the Shares, this AgreementMerger, the Voting Agreement or the Transactionsother transactions contemplated by this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Centennial Communications Corp /De), Agreement and Plan of Merger (At&t Inc.)
Takeover Statutes. No “fair price”, ,” “moratorium”, ,” “control share acquisition” or other similar anti-takeover statute or regulation (each, each a “Takeover Statute”) or any anti-takeover provision in the Company Charter Company’s Organizational Documents is, or Company Bylaws is at the Effective Time will be, applicable to the Company, the Company Common Shares, this Agreement, the Voting Agreement Arrangement or the Transactionsother transactions contemplated by this Agreement and the Arrangement.
Appears in 2 contracts
Samples: Combination Agreement (Moore Wallace Inc), Combination Agreement (Donnelley R R & Sons Co)
Takeover Statutes. No “fair price”"business combination", “"moratorium”", “"control share acquisition” share" or other similar anti-takeover statute or similar statute or regulation (each, a “Takeover Statute”) or any anti-takeover provision in the Company Charter or Company Bylaws is applicable to the CompanyOffer, the Shares, this AgreementScheme of Arrangement, the Voting Compulsory Acquisition, the Principal Shareholders Agreement or this Agreement (including all of the Transactionstransactions contemplated hereby).
Appears in 2 contracts
Samples: Acquisition Agreement (Triton Energy LTD), Acquisition Agreement (Amerada Hess Corp)
Takeover Statutes. No “fair price”, ,” “moratorium”, ,” “control share acquisition” or other similar any anti-takeover statute or regulation (each, a “Takeover Statute”) or any anti-takeover provision in the Company Charter Articles or Company Bylaws is applicable to the Company, the Shares, this Agreement, the Voting Agreement or the TransactionsIntegrated Mergers.
Appears in 2 contracts
Samples: Agreement and Plan of Mergerby (Nextera Energy Inc), Agreement and Plan of Merger (Hawaiian Electric Co Inc)
Takeover Statutes. No “fair price”, ,” “moratorium”, ,” “control share acquisition” or other similar anti-takeover statute or regulation (each, a “Takeover Statute”) or any anti-takeover provision in the Company Charter Company’s articles of incorporation or Company Bylaws bylaws is applicable to the Company, the Sharesshares of Company Common Stock, the Merger or the other transactions contemplated by this Agreement, the Voting Agreement or the Transactions.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (B. Riley Financial, Inc.), Agreement and Plan of Merger (FBR & Co.)
Takeover Statutes. No “fair price”, ,” “moratorium”, ,” “control share acquisition” or other similar anti-takeover statute or regulation (each, a “Takeover Statute”) or any anti-takeover provision in the Company Charter Company’s Organizational Documents is or Company Bylaws is will be applicable to the Company, the Sharesshares of Company Common Stock, this Agreement, the Voting Agreement or the Transactions.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Majesco), Paying Agent Agreement (Majesco)
Takeover Statutes. No “fair price”, ,” “moratorium”, ,” “control share acquisition” or other similar anti-takeover statute or regulation (each, a “Takeover Statute”) or any anti-takeover provision in the Company Charter or Company Bylaws Company’s Organizational Documents is applicable to the Company, the Shares, this Agreement, the Voting Agreement its equity interests or the Transactions.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (TrueCar, Inc.)
Takeover Statutes. No “fair price”, ,” “moratorium”, ,” “control share acquisition” or other similar anti-takeover statute or regulation (each, a “Takeover Statute”) or any anti-takeover provision in Seller’s Organizational Documents (other than the Company Charter or Company Bylaws Required Shareholder Approval) is applicable to the CompanySeller, the Shares, this Agreement, the Voting Agreement Company or the Transactions.
Appears in 1 contract
Samples: Stock Purchase Agreement (Korn Ferry International)
Takeover Statutes. No “fair price”, ,” “moratorium”, ,” “control share acquisition” or other similar anti-takeover statute or regulation (each, a “Takeover Statute”) or any anti-takeover provision in the Company Charter Organizational Documents of any Target Group Entity or Company Bylaws the Fund GP is applicable to the Company, the Shares, this Agreement, the Voting Agreement or the Transactions.
Appears in 1 contract
Samples: Purchase Agreement (Sothebys)
Takeover Statutes. No “fair price”, ,” “moratorium”, ,” “control share acquisition,” “business combination” or other similar anti-takeover statute or regulation (each, a “Takeover Statute”) or any anti-takeover provision in the Company Charter or Company Bylaws Company’s memorandum of association and bye-laws is applicable to the Company, the Shares, this Agreement, the Voting Agreement Amalgamation or the Transactionsother transactions contemplated hereby.
Appears in 1 contract
Samples: Agreement and Plan of Amalgamation (Mattel Inc /De/)
Takeover Statutes. No “fair price”, “moratorium”, “control share acquisition” or other similar anti-takeover statute or regulation (each, each a “Takeover Statute”) or any anti-takeover provision in the Company Charter or Company Bylaws is applicable to the Company, the Shares, this Agreement, the Voting Agreement any other Acquired Company or the Transactionstransactions contemplated by this Agreement and the Related Documents.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Myers Industries Inc)
Takeover Statutes. No “fair price”, ,” “moratorium”, ,” “control share acquisition” or other similar anti-takeover statute or regulation (each, a “Takeover Statute”) or any anti-takeover provision in the Company Charter or Company Bylaws is applicable to the Company, the Company Shares, the Merger or the other transactions contemplated by this Agreement, the Voting Agreement or the Transactions.
Appears in 1 contract
Takeover Statutes. No “fair price”, ,” “moratorium”, ,” “control share acquisition” or other similar anti-takeover statute or regulation (each, each a “Takeover Statute”) or any anti-takeover provision in the Company Charter Company’s Organizational Documents is, or Company Bylaws is at the Effective Time will be, applicable to the Company, the Shares, the Merger or the other transactions contemplated by this Agreement, the Voting Agreement or the Transactions.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Computer Associates International Inc)
Takeover Statutes. No “fair price”, ,” “moratorium”, ,” “control share acquisition” or other similar anti-takeover statute or regulation (each, a “Takeover Statute”) or any anti-takeover provision in the Company Charter Company’s certificate of incorporation or Company Bylaws bylaws is applicable to the Company, the Shares, this Agreement, the Voting Agreement Merger or the other Transactions.
Appears in 1 contract
Takeover Statutes. No “fair price”, ,” “moratorium”, ,” “control share acquisition” or other similar anti-takeover statute or regulation (each, a “Takeover Statute”) or any anti-takeover provision in the Company Charter or Company Bylaws is applicable to the CompanyCompany Group, the SharesCompany Capital Stock, the Merger or other transactions contemplated by this Agreement, the Voting Agreement or the Transactions.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Bionano Genomics, Inc.)
Takeover Statutes. No “fair price”, ,” “moratorium”, ,” “control share acquisition” or other similar anti-takeover statute or regulation (each, a “Takeover Statute”) or any anti-takeover provision in the Company Charter Seller’s certificate of incorporation or Company Bylaws bylaws is applicable to the CompanySeller, the Shares, this Agreement, the Voting Agreement Asset Transaction or the other Transactions.
Appears in 1 contract
Samples: Asset Purchase Agreement (Alliqua BioMedical, Inc.)
Takeover Statutes. No “fair price”, “moratorium”, “control share acquisition” or other similar anti-takeover statute or regulation (each, a “Takeover Statute”) or any anti-takeover provision as in effect on the Company Charter or Company Bylaws date of this Agreement is applicable to the Company, the Company Shares, the Merger or the other transactions contemplated by this Agreement, the Voting Agreement or the Transactions.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Dobson Communications Corp)
Takeover Statutes. No “"fair price”, “," "moratorium”, “" or "control share acquisition” " or other similar anti-takeover statute or regulation of any Governmental Authority, whether foreign or domestic (each, each a “"Takeover Statute”") or any applicable anti-takeover provision in the charter documents of the Company Charter or Company Bylaws the Target Companies is applicable to the Company, the SharesCompany Subsidiaries, this Agreement, the Voting Agreement or any of the Transactionstransactions contemplated by this Agreement.
Appears in 1 contract
Takeover Statutes. No “fair price”, ,” “moratorium”, ,” “control share acquisition,” “takeover,” “interested shareholder,” or other similar anti-takeover statute or regulation Law (each, a “Takeover Statute”) or any anti-takeover provision in the Company Charter Certificate or Company Bylaws By-laws is applicable to the Company, the Shares, this Agreement, the Voting Agreement Company, or the Transactions.
Appears in 1 contract
Takeover Statutes. No “fair price”, ,” “moratorium”, ,” “control share acquisition” or other similar anti-takeover statute or regulation (each, a “Takeover Statute”) or any anti-takeover provision in the Company Charter or Company Bylaws is applicable to the Company, the SharesCompany Capital Stock, the Mergers or other transactions contemplated by this Agreement, the Voting Agreement or the Transactions.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Bionano Genomics, Inc)
Takeover Statutes. No “"fair price”", “"moratorium”", “"control share acquisition” ", "interested shareholder", "business combination" or other similar anti-takeover antitakeover statute or regulation (each, each a “"Takeover Statute”") is, or any anti-takeover provision in at the Company Charter or Company Bylaws is Effective Time will be, applicable to the Company, the Shares, this Agreement, the Voting Agreement Offer or the TransactionsMerger or the transactions contemplated hereby or pursuant to the Stock Option Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Koninklijke Philips Electronics Nv)
Takeover Statutes. No “"fair price”, “," "moratorium”, “," "control share acquisition” " or other similar anti-takeover statute or regulation (each, each a “"Takeover Statute”") or any anti-takeover provision in the Company Charter or Company Bylaws is applicable to the Company, the Shares, the Offer, the Merger or any of the other transactions contemplated by this Agreement, the Voting Agreement or the Transactions.
Appears in 1 contract
Takeover Statutes. No “fair price”, ,” “moratorium”, ,” “control share acquisition” or other similar anti-takeover statute or regulation (each, a “Takeover Statute”) or any anti-takeover provision in the Company Charter or Company Bylaws is applicable to the Company, any of its Subsidiaries, the Company Shares, the Company Preferred Shares, the Merger or the other transactions contemplated by this Agreement, the Voting Agreement or the Transactions.
Appears in 1 contract
Samples: Agreement and Plan of Merger (KAR Auction Services, Inc.)
Takeover Statutes. No “"fair price”", “----------------- "moratorium”", “"control share acquisition” " or other similar anti-takeover antitakeover statute or regulation (each, each a “"Takeover Statute”") is, or any anti-takeover provision in at the Company Charter or Company Bylaws is Effective Time will be, applicable to the Company, the Shares, this Agreementthe Offer, the Voting Agreement Merger or the Transactionstransactions contemplated by the Offer or hereby.
Appears in 1 contract
Takeover Statutes. No “fair price”, ,” “moratorium”, ,” “control share acquisition” or other similar anti-takeover statute or regulation (each, a “Takeover Statute”) is, or any anti-takeover provision in the Company Charter Company’s Amended and Restated Articles of Incorporation or Company Amended and Restated Bylaws is at the Merger Closing will be, applicable to the Company, shares of Company Common Stock or the Shares, transactions contemplated by this Agreement, the Voting Agreement or the Transactions.
Appears in 1 contract
Takeover Statutes. No “fair price”, ,” “moratorium”, ,” “control share acquisition” or other similar anti-takeover statute or regulation (each, each a “Takeover Statute”) or any anti-takeover provision in the Company Company’s Charter or Company Bylaws is applicable to the Company, the Shares, the Merger or the other transactions contemplated by this Agreement, the Voting Agreement or the Transactions.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Aames Investment Corp)
Takeover Statutes. No “fair price”, ,” “moratorium”, ,” “control share acquisition” or other similar anti-takeover statute or regulation (each, a “Takeover Statute”) or any anti-takeover provision in the Company’s or any Company Charter or Company Bylaws Subsidiary’s Organizational Documents, if any, is applicable to the Company, the Shares, the grant or exercise of the Call Option or the Put Option pursuant to this Agreement, the Voting Agreement Equity Purchase or the Transactionsother transactions contemplated by this Agreement.
Appears in 1 contract
Samples: Option and Equity Purchase Agreement (Bioventus Inc.)
Takeover Statutes. No “fair price”, ,” “moratorium”, ,” “interested stockholder,” “control share acquisition,” “business combination” or other similar anti-takeover statute or regulation enacted under state or federal law (each, a “Takeover Statute”) or any anti-takeover provision in the Company Charter or Company Bylaws Company’s Organizational Documents is applicable to the Company, the Shares, this AgreementCompany Capital Stock, the Voting Agreement Mergers or the other Transactions.. 3.13
Appears in 1 contract
Samples: Execution Version Agreement and Plan of Merger (DraftKings Inc.)
Takeover Statutes. No “fair price”, ,” “moratorium”, ,” “control share acquisition” or other similar anti-takeover statute or regulation (each, a “Takeover Statute”) or any anti-takeover provision in the Company Charter Company’s certificate of formation or Company Bylaws bylaws is applicable to the Company, the Shares, the Merger or the other transactions contemplated by this Agreement, the Voting Agreement or the Transactions.
Appears in 1 contract
Takeover Statutes. No “business combination”, “fair price”, “moratorium”, “control share acquisition” or other similar anti-takeover statute or regulation (each, a “Takeover Statute”) or any anti-takeover provision in the Company Charter or Company Bylaws is applicable to the Company, the Shares, this Agreementthe Offer, the Voting Agreement Merger or the other Transactions.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Odyssey Re Holdings Corp)
Takeover Statutes. No “fair price”, ,” “moratorium”, ,” “control share acquisition” or other similar anti-takeover statute or regulation (each, a “Takeover Statute”) or any anti-takeover provision in the Company Charter or Company Bylaws Company’s Organizational Documents is applicable to the Company, the Sharesshares of Company Common Stock, this Agreement, the Voting Agreement or the Transactions.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Verifone Systems, Inc.)
Takeover Statutes. No “fair price”, ,” “moratorium”, ,” “control share acquisition” or other similar anti-takeover statute or regulation (each, a “Takeover Statute”) or any anti-takeover provision in the Company Charter or Company Bylaws is applicable to the Company, the Shares, the Merger or the other transactions contemplated by this Agreement, the Voting Agreement or the Transactions.
Appears in 1 contract
Takeover Statutes. No “"fair price”", “"moratorium”", “------------------ "control share acquisition” " or other similar anti-takeover statute or regulation (each, each a “"Takeover Statute”") or any applicable anti-takeover provision in the Company Charter Company's memorandum of association and articles of association or Company Bylaws is certificate of incorporation and bylaws, as applicable, is, or at the Closing will be, applicable to the Company, the Shares, transactions contemplated in this Agreement, the Voting Agreement or the Transactions.
Appears in 1 contract
Samples: Acquisition Agreement (Vsource Inc)
Takeover Statutes. No “restrictive provision of any "fair price”, “," "moratorium”, “," "control share acquisition” share" or other similar anti-takeover statute or regulation regulation, (each, each a “"Takeover Statute”") or restrictive provision of any anti-applicable anti- takeover provision in the Company Charter Certificate of Incorporation or Company Bylaws is of the Company, is, or at the Effective Time will be, applicable to the Company, Parent, the Shares, the Merger or any other transaction contemplated by this Agreement, the Voting Agreement or the Transactions.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Cistron Biotechnology Inc)
