Anti-Takeover Provisions definition

Anti-Takeover Provisions means the provisions of any potentially applicable anti-takeover, control share, fair price, moratorium, interested shareholder, or similar Applicable Law and any potentially applicable provision of the Company’s certificate of incorporation or bylaws.
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Anti-Takeover Provisions has the meaning set forth in Section 2.2(i).
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Anti-Takeover Provisions. Following the Distribution Date, each Right initially would give holders (other than the Acquiring Person, its affiliates and transferees) the right to purchase, for the Purchase Price, one one-hundredth (1/100th) of a share of Preferred Stock. On a Stock Acquisition Date which follows the commencement of a tender offer or an exchange offer, or on the Distribution Date with respect to any other Stock Acquisition Date, the Rights would give holders (other than the Acquiring Person, its affiliates and transferees) the right to purchase from the Company, for the Purchase Price, that number of one one-hundredths (1/100ths) of a share of Preferred Stock having a market value of twice the Purchase Price. Alternatively, before an Acquiring Person acquires 50% of the outstanding Common Stock, the Board of Directors may exchange each Right, except for the Rights held by the Acquiring Person, in whole or in part, for half of the number of one one-hundredths of a share of the Preferred Stock or shares of the Common Stock which the holders could otherwise purchase by exercising the Rights. Further, in a merger, consolidation or sale or transfer of 50% or more of the consolidated assets or earning power of the Company occurring after the Rights become exercisable, each Right will be converted into the right to purchase, for the Purchase Price, that number of shares of common stock of the surviving entity or (in certain circumstances) its parent corporation, which at the time of such transaction will have a market value of two times the Purchase Price of the Right. Following the Distribution Date, exercisable Rights may be exercised, at the option of the holder thereof, without the payment of the Purchase Price in cash. In any such case, the holder would receive a number of one one-hundredths (1/100ths) of a share of Preferred Stock having a value equal to the difference between the value of the Preferred Stock that would have been issuable upon payment of the Purchase Price and the Purchase Price.
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Examples of Anti-Takeover Provisions in a sentence

  • The Company has not taken and will not take, directly or indirectly, any action designed to or that might reasonably be expected to cause or result in stabilization or manipulation of the price of the Common Stock of the Company to facilitate the sale or resale of the Securities.(z) Application of Anti-Takeover Provisions.

  • Resource-constrained optimal scheduling of synchronous dataflow graphs via timed automata.

  • Effect of Certain Charter and By-Law Provisions and Anti-Takeover Provisions; Possible Issuances of Preferred Stock.

  • Anti-Takeover Provisions of Certificate of Incorporation and BylawsProvisions of our amended and restated certificate of incorporation and amended and restated bylaws, in addition to those relating to the voting rights of our common stock, may have the effect of delaying, deferring or preventing a change in ViacomCBS ownership or changes in our management.

  • Anti-Takeover Provisions Section 203 of the Delaware General Corporation Law.

  • Certain Anti-Takeover Provisions Our charter and bylaws, as well as certain statutes and regulations, contain provisions that may have the effect of discouraging a third party from making an acquisition proposal for our company.

  • See “Risk Factors—Risks related to an Investment in our Securities—Shares ofclosed-end investment companies frequently trade at a discount from NAV.” Certain Anti-Takeover Provisions Our Board of Directors is divided into three classes of directors serving staggered three-yearterms.

  • The plaintiffs acknowledge in their Complaint that the Anti-Takeover Provisions in the Investment Agreement “prevent[ed] the directors from taking any action that might impede Liberty‟s continued acquisition of Sirius stock.” Compl.

  • Pls.‟ Br. in Opp‟n at 29.for the plaintiffs‟ failure to challenge the Anti-Takeover Provisions within the three-year statute of limitations.

  • Anti-Takeover Provisions The provisions of Delaware law and our restated certificate of incorporation and restated bylaws could discourage or make it more difficult to accomplish a proxy contest or other change in our management or the acquisition of control by a holder of a substantial amount of our voting stock.


More Definitions of Anti-Takeover Provisions

Anti-Takeover Provisions means the provisions of any potentially applicable anti-takeover, control share, fair price, moratorium, interested shareholder, or similar Applicable Law (other than Section 203 of the General Corporation Law of the State of Delaware, which the Company represents it has elected out of coverage under) and any potentially applicable provision of the Company’s certificate of incorporation or bylaws.
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Anti-Takeover Provisions has the meaning set forth in Section 4.3.
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Anti-Takeover Provisions. No "Business Combination," "Moratorium," "Control Share" or other state anti-takeover statute or regulation, (i) applies to the Merger or the Agreement, (ii) prohibits or restricts the ability of SHB or Sleepy Hollow Bank to perform their respective obligations under this Agreement, or their respective ability to consummate the transactions contemplated hereby, (iii) would have the effect of invalidating or voiding this Agreement or the Merger, hereof or thereof, or (iv) would subject TFC or any TFC Subsidiary to any material impediment or condition in connection with the exercise of any of its rights under this Agreement or the Merger.
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Anti-Takeover Provisions. Shares Eligible for Future Sale" insofar as such statements constitute a summary of documents referred to therein or matters of law, are fair summaries of the material provisions thereof and accurately present in all material respects the information called for with respect to such documents and matters. All contracts and other documents required to be filed as exhibits to, or described in, the Registration Statement of which such counsel has knowledge have been so filed with the Commission or are fairly described in the Registration Statement, as the case may be.
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Related to Anti-Takeover Provisions

  • Takeover Statutes mean any “business combination,” “control share acquisition,” “fair price,” “moratorium” or other takeover or anti-takeover statute or similar Law.

  • Takeover Rules means the Irish Takeover Panel Act 1997, Takeover Rules 2013;

  • Takeover Statute means any “business combination,” “control share acquisition,” “fair price,” “moratorium” or other takeover or anti-takeover statute or similar Law.

  • Takeover Laws means any “moratorium,” “control share acquisition,” “fair price,” “supermajority,” “affiliate transactions,” or “business combination statute or regulation” or other similar state anti-takeover laws and regulations (including Section 203 of the DGCL).

  • Business Combination Agreement shall have the meaning given in the Recitals hereto.

  • former provisions means the provisions of the Petroleum Act 1936 which, by force of section 134 of the Petroleum Act are deemed to subsist and enure in their application to or in relation to the Xxxxxx Island Lease;

  • Permitted Transactions has the meaning set forth in Section 13(B).

  • Other Provisions As specified in the Preliminary Prospectus Supplement dated June 7, 2016 relating to the Securities. Securities Exchange: The Series Q Notes will not be listed on any exchange. Ratings: See Annex B Closing Date and Delivery Date: June 10, 2016 Closing Location: DLA Piper LLP (US) 0000 Xxxxx Xxxxxx Baltimore, Maryland 21209-3600 Address for Notices to Underwriters: Deutsche Bank Securities Inc. 00 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Facsimile: (000) 000-0000 Attention: Debt Capital Markets Syndicate X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Facsimile: (000) 000-0000 Attention: Investment Grade Syndicate Desk Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 00 Xxxxxxxxxxx Xxxxx XX0-000-00-00 Xxx Xxxx, Xxx Xxxx 00000 Facsimile: (000) 000-0000 Attention: High Grade Transaction Management/Legal Schedule II-B Representatives: Deutsche Bank Securities Inc. X.X. Xxxxxx Securities LLC Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Underwriting Agreement: June 9, 2006 Registration Statement No.: 333-202172 Title of Securities: 3.125% Series R Notes due 0000 Xxxxxxxxx principal amount: $750,000,000 Price to Public: 99.667% of the principal amount of the Series R Notes, plus accrued interest, if any, from June 10, 2016 Underwriting Discount: 0.650% Indenture: Indenture dated as of November 16, 1998 between Marriott International, Inc. and The Bank of New York Mellon, as successor to JPMorgan Chase Bank, N.A., formerly known as The Chase Manhattan Bank, as trustee Date of Maturity: June 15, 2026 Interest Rate: 3.125% per annum, payable semiannually. Interest Payment Dates: June 15 and December 15, commencing December 15, 2016 CUSIP: 571903 AS2 Redemption Provisions: The Series R Notes may be redeemed in whole or in part from time to time prior to March 15, 2026 (three months prior to the maturity date of the notes), at the issuer’s option, at a redemption price equal to the greater of (1) 100% of the principal amount of the Series R Notes being redeemed and (2) the sum of the present values of the remaining scheduled payments of principal and interest (not including accrued interest as of the redemption date) on the Series R Notes to be redeemed, discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (the yield to maturity of the United States Treasury security, selected by a primary U.S. government securities dealer, having a maturity comparable to the remaining term of the Series R Notes being redeemed) plus 25 basis points, plus, in each case, accrued and unpaid interest on the Series R Notes to the redemption date. The Series R Notes may be redeemed in whole or in part from time to time on or after March 15, 2026 (three months prior to the maturity date of the notes), at the issuer’s option, at a redemption price equal to 100% of the principal amount of the notes being redeemed, plus any accrued and unpaid interest on the notes being redeemed to the redemption date.

  • Takeover Law means any “fair price,” “moratorium,” “control share acquisition,” “business combination” or any other anti-takeover statute or similar statute enacted under state or federal law.

  • Business Combination Proposal has the meaning set forth in Section 5.8.

  • Business Combination Transaction means:

  • unanimous shareholder agreement means either: (i) a lawful written agreement among all the shareholders of the Corporation, or among all the shareholders and one or more persons who are not shareholders; or (ii) a written declaration of the registered owner of all of the issued shares of the Corporation; in each case, that restricts, in whole or in part, the powers of the directors to manage, or supervise the management of the business and affairs of the Corporation, as from time to time amended.

  • Takeover regulations means the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 and any amendments thereto;

  • Business Combination Date means the date upon which a Business Combination is consummated.

  • Mentor-Protégé Agreement means an agreement between a prime and MBE or WBE subcontractor pursuant to MCC 2-92-535, that is approved by the City of Chicago and complies with all requirements of MCC 2-92-535 and any rules and regulations promulgated by the Chief Procurement Officer.

  • Surviving Provisions has the meaning specified in Section 10.02.

  • Permitted Transaction means any transaction involving (i) a Swap that is not a Required Transaction or (ii) a Required Transaction that is a component of a Covered Package Transaction.

  • Restrictive Covenant Agreements is defined in the Recitals.

  • Takeover Code means the City Code on Takeovers and Mergers.

  • provisions means "provisions, terms, agreements, covenants and/or conditions"; (iii) "lien" shall mean "lien, charge, encumbrance, title retention agreement, pledge, security interest, mortgage and/or deed of trust"; (iv) "obligation" shall mean "obligation, duty, agreement, liability, covenant and/or condition"; (v) "any of the Leased Premises" shall mean "the Leased Premises or any part thereof or interest therein"; (vi) "any of the Land" shall mean "the Land or any part thereof or interest therein"; (vii) "any of the Improvements" shall mean "the Improvements or any part thereof or interest therein"; (viii) "any of the Equipment" shall mean "the Equipment or any part thereof or interest therein"; and (ix) "any of the Adjoining Property" shall mean "the Adjoining Property or any part thereof or interest therein".

  • Restrictive Covenant Agreement means any agreement, and any attachments or schedules thereto, entered into by and between the Participant and the Partnership or its Affiliates, pursuant to which the Participant has agreed, among other things, to certain restrictions relating to non-competition (if applicable), non-solicitation and/or confidentiality, in order to protect the business of the Partnership and its Affiliates.

  • Disinterested Shareholder Approval means approval by a majority of the votes cast by all the Company’s shareholders at a duly constituted shareholders’ meeting, excluding votes attached to Common Shares beneficially owned by Insiders who are Service Providers or their Associates;

  • Confidentiality Agreement has the meaning set forth in Section 6.3.

  • Company Takeover Proposal means (i) any proposal or offer for a merger, consolidation, dissolution, recapitalization or other business combination involving the Company, (ii) any proposal for the issuance by the Company of over 30% of its equity securities as consideration for the assets or securities of another person or (iii) any proposal or offer to acquire in any manner, directly or indirectly, over 30% of the equity securities or consolidated total assets of the Company, in each case other than the Merger.

  • Takeover means if any person (or a group of persons acting in concert) (the “Acquiring Person”):

  • Applicable effluent standards and limitations means all State and Federal effluent standards and limitations to which a discharge is subject under the Act, including, but not limited to, effluent limitations, standards of performance, toxic effluent standards and prohibitions, and pretreatment standards.