Antitakeover Provisions definition

Antitakeover Provisions means the provisions of any rights plan or agreement, poison pill (including any distribution under a rights plan or agreement), or any control share acquisition, business combination, interested stockholder, fair price, moratorium or similar anti-takeover provision under the Certificate of Incorporation, the Bylaws, or applicable law (including Section 203 of the Delaware General Corporation Law).
Sample 1Sample 2Sample 3
Antitakeover Provisions means the provisions of any rights plan or agreement, poison pill (including any distribution under a rights plan or agreement), or any control share acquisition, business combination, interested stockholder, fair price, moratorium or similar anti-takeover provision under the Certificate of Incorporation, the Bylaws, or applicable law.
Sample 1Sample 2Sample 3
Antitakeover Provisions means the provisions of any rights plan or agreement, poison pill (including any distribution under a rights plan or agreement), or any control share acquisition, business combination, interested stockholder, fair price, moratorium or similar anti- takeover provision under the Certificate of Incorporation, the Bylaws, or applicable law. “Asset Purchase Agreement” means the Asset Purchase Agreement, dated as of the date hereof, by and among the Company, FOAEC, FAR and AAG, as may be amended, supplemented or otherwise modified from time to time. “Board of Directors” means the Company’s board of directors. “Business Day” means any day other than a Saturday, a Sunday or any day on which the Federal Reserve Bank of New York is authorized or required by law or executive order to close or be closed. “Bylaws” means the Amended and Restated Bylaws of the Company, as the same may be further amended or restated. “Certificate of Incorporation” means the Company’s Amended and Restated Certificate of Incorporation, as the same may be further amended or restated. “Class A Common Stock” means the Class A Common Stock, par value $0.0001 per share, of the Company. “Class B Common Stock” means the Class B Common Stock, par value $0.0001 per share, of the Company. “Common Stock” means, collectively, the Class A Common Stock and the Class B Common Stock.
Sample 1Sample 2

Examples of Antitakeover Provisions in a sentence

  • See Marcel Kahan & Michael Klausner, Antitakeover Provisions in Bonds: Bondholder Protection or Management Entrenchment?, 40 UCLA L.

  • Mahoney, Board Structure, Antitakeover Provisions, and Stockholder Wealth, 18 STRATEGIC MGMT.

  • Gregory Waller, Antitakeover Provisions and Shareholder Wealth: A Survey of the Literature, 49 J.

  • Marcel Kahan & Michael Klausner, Antitakeover Provisions in Bonds: Bondholder Protection or Management Entrenchment?, 40 UCLA L.

  • Anti-takeover Provisions, Corporate Governance, and Firm Performance: A Study of Corporate Spin-offs.

  • Chemmanur et al., Antitakeover Provisions in Corporate Spin-offs, 34 J.

  • Gregory Waller, Antitakeover Provisions and Shareholder Wealth: A Survey of the Literature, 49J.

  • Mahoney, The Differential Impact on Shareholder Wealth of Various Antitakeover Provisions, 17 MANAGERIAL & DECISION ECON.

  • Antitakeover Provisions of Our Articles of Incorporation and Bylaws and under Pennsylvania Law 1.

  • Chamu Sundaramurthy, Antitakeover Provisions and Shareholder Value Implications: A Re- view and a Contingency Framework, 26 J.


More Definitions of Antitakeover Provisions

Antitakeover Provisions means the provisions of any rights plan or agreement, poison pill (including any distribution under a rights plan or agreement), or any control share acquisition, business combination, interested stockholder, fair price, moratorium or similar anti-takeover provision under the Certificate of Formation, the Bylaws, or applicable law (including Section 21.606 of the Texas Business Organizations Code).
Sample 1
Antitakeover Provisions. No "fair price", "moratorium", "control share acquisition" or other form of antitakeover statute, regulation, charter provision or contract is applicable to the purchase of the Shares by the Buyer or any of the other transactions contemplated by this Agreement.
Sample 1
Antitakeover Provisions means the provisions of any rights plan or agreement, poison pill (including any distribution under a rights plan or agreement), or any control share acquisition, business combination, interested stockholder, fair price, moratorium or similar anti-takeover provision under the Articles, the Bylaws, or applicable law (including the “acquisition of controlling interest” statutes codified in Nevada Revised Statutes 78.378 through 78.3793, inclusive, and the “combinations with interested stockholders” statutes codified in Nevada Revised Statutes 78.411 through 78.444, inclusive).
Sample 1
Antitakeover Provisions. No "control share acquisition," "business combination moratorium," "fair price" or other form of antitakeover statute or regulation is applicable to this Agreement and the transactions contemplated hereby.
Sample 1

Related to Antitakeover Provisions

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

  • 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.

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

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

  • 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 Transaction means:

  • Initial Business Combination means the acquisition by the Company, whether through a merger, share exchange, asset acquisition, stock purchase, reorganization, recapitalization or similar type of transaction, of one or more business or entities (“Target Business” or “Target Businesses”), whose collective fair market value is equal to at least 80% of the balance in the Trust Account and resulting in ownership by the Company or the holders of IPO Shares of at least 51% of the voting equity interests of the Target Business or Businesses or all or substantially all of the assets of the Target Business or Businesses;

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

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

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

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

  • Municipal Structures Act means the Local Government: Municipal Structures Act, 1998 (Act No. 117 of 1998);

  • Anti-Bribery Laws means the anti-bribery provisions of the Foreign Corrupt Practices Act of 1977, as amended, and all other applicable anti-corruption and bribery Laws (including the U.K. Xxxxxxx Xxx 0000, and any rules or regulations promulgated thereunder or other Laws of other countries implementing the OECD Convention on Combating Bribery of Foreign Officials).

  • Company Bylaws means the bylaws of the Company, as amended.

  • Anti-Corruption and Anti-Bribery Laws means the Foreign Corrupt Practices Act of 1977, as amended, any rules or regulations thereunder, or any other applicable United States or foreign anti-corruption or anti-bribery Laws.

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

  • Company By-laws means the by-laws of the Company, as amended to the date of this Agreement.

  • 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.

  • Interested Shareholder means any person (other than the Corporation or any Subsidiary) who or which:

  • EC Merger Regulation means Council Regulation (EC) No 139/2004 of January 20, 2004 on the control of concentrations between undertakings, as amended.

  • Business Combination means a merger, consolidation, statutory share exchange or similar transaction that requires the approval of the Company’s stockholders.

  • Takeover Offer means an offer in accordance with Section 3.6 for the entire issued share capital of Allergan (other than any Allergan Shares beneficially owned by AbbVie or any member of the AbbVie Group (if any) and any Allergan Shares held by any member of the Allergan Group) including any amendment or revision thereto pursuant to this Agreement, the full terms of which would be set out in the Takeover Offer Document or (as the case may be) any revised offer documents.

  • Electronic Transactions Act means the Electronic Transactions Act (As Revised) of the Cayman Islands.

  • 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.