Amendment of Rights Plan; State Takeover Statute Sample Clauses

Amendment of Rights Plan; State Takeover Statute. (a) The Rights Agreement, dated as of March 23, 2007, between the Company and American Stock Transfer & Trust Company, as Rights Agent (the “Rights Agreement”), has been amended so that (i) each of Parent and Merger Sub is exempt from the definition of “Acquiring Person” (as defined in the Rights Agreement); (ii) no “Stock Acquisition Date” or “Distribution Date” (as such terms are defined in the Rights Agreement) will occur as a result of the execution of this Agreement or the consummation of the Merger pursuant to this Agreement; and (iii) the Rights Agreement will expire immediately prior to the Merger Effective Time. The Rights Agreement, as amended in accordance with the preceding sentence, has not been further amended or modified. Copies of all such amendments to the Rights Agreement have been previously provided to Parent. (b) Assuming the accuracy of the representation set forth in Section 5.08 as of the date hereof and the Merger Effective Time, no action is required by the Company Board or its stockholders of the Company to render inapplicable any anti-takeover statute or regulation, in each case under the DGCL or other applicable Law of the State of Delaware.
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Amendment of Rights Plan; State Takeover Statute. (a) The Company has taken all necessary actions to render the Rights Agreement inapplicable to the Offer, the Merger and the other transactions contemplated by this Agreement and to terminate the Rights Agreement as of the Merger Effective Time. (b) The Company has taken all action necessary to exempt this Agreement, the Offer, the Merger and the other transactions contemplated hereby from the provisions of Section 203 of the DGCL, and, accordingly, no such Section nor other anti-takeover or similar statute or regulation applies or purports to apply to any such transactions. No other “control share acquisition,” “fair price,” “moratorium” or other anti-takeover laws enacted under U.S. state or federal laws apply to this Agreement or any of the transactions contemplated hereby.
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Amendment of Rights Plan; State Takeover Statute. (a) The Rights Agreement has been amended so that (i) each of Parent and MergerCo is exempt from the definition of “Acquiring Person” (as defined in the Rights Agreement); (ii) no “Stock Acquisition Date,” “Distribution Date” or “Triggering Event” (as such terms are defined in the Rights Agreement) will occur as a result of the execution of this Agreement or the consummation of the Merger pursuant to this Agreement; (iii) the Rights Agreement will expire immediately prior to the Merger Effective Time; and (iv) the Rights Agreement is inapplicable to this Agreement and the transactions contemplated by this Agreement (including the Merger). The Rights Agreement, as amended in accordance with the preceding sentence, has not been further amended or modified. No person (other than Parent or MergerCo) has been exempted from the definition of Acquiring Person. Copies of all such amendments to the Rights Agreement have been previously provided to Parent. (b) Assuming the accuracy of the representation set forth in Section 5.08 as of the date hereof and the Merger Effective Time, no further action is required by the Board of Directors of the Company or its shareholders to render inapplicable to this Agreement and to the Merger the restrictions on “business combination” with “interested stockholder” (as defined in Section 14A:10A-3 of the NJBCA) set forth in Section 14A:10A-4 and 14A:10A-5 of the NJBCA.
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Related to Amendment of Rights Plan; State Takeover Statute

  • AMENDMENT OF AGREEMENT; MERGER The General Partner’s consent shall be required for any amendment to this Agreement. The General Partner, without the consent of the Limited Partners, may amend this Agreement in any respect or merge or consolidate the Partnership with or into any other partnership or business entity (as defined in Section 17-211 of the Act) in a transaction pursuant to Section 7.1(b), (c) or (d) hereof; provided, however, that the following amendments and any other merger or consolidation of the Partnership shall require the consent of Limited Partners holding more than 50% of the Percentage Interests of the Limited Partners: (a) any amendment affecting the operation of the Redemption Right (except as provided in Section 8.5(d), 7.1(b) or 7.1(c)) in a manner adverse to the Limited Partners; (b) any amendment that would adversely affect the rights of the Limited Partners to receive the distributions payable to them hereunder, other than with respect to the issuance of additional Partnership Units pursuant to Section 4.3; (c) any amendment that would alter the Partnership’s allocations of Profit and Loss to the Limited Partners, other than with respect to the issuance of additional Partnership Units pursuant to Section 4.3; or (d) any amendment that would impose on the Limited Partners any obligation to make additional Capital Contributions to the Partnership.

  • State Takeover Statutes The Board of Directors of the Company has approved the Merger and this Agreement, and such approval is sufficient to render inapplicable to the Merger, this Agreement and the transactions contemplated by this Agreement, the provisions of Section 203 of the DGCL. To the best of the Company's knowledge, no other state takeover statute or similar statute or regulation applies or purports to apply to the Merger, this Agreement or any of the transactions contemplated by this Agreement.

  • Takeover Statute If any Takeover Statute is or may become applicable to the Merger or the other transactions contemplated by this Agreement, each of Parent and the Company and its board of directors shall grant such approvals and take such actions as are necessary so that such transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement or by the Merger and otherwise act to eliminate or minimize the effects of such statute or regulation on such transactions.

  • Anti-Takeover Statutes If any “control share acquisition,” “fair price,” “moratorium,” or other anti-takeover Law becomes or is deemed to be applicable to Parent, the Merger Sub, the Company, the Merger, or any other transaction contemplated by this Agreement, then each of the Company and the Company Board on the one hand, and Parent and the Parent Board on the other hand, shall grant such approvals and take such actions as are necessary so that the transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated hereby and otherwise act to render such anti-takeover Law inapplicable to the foregoing.

  • Amendment of Rights Agreement The Rights Agreement is hereby amended as follows: (a) Section 1 of the Rights Agreement is hereby amended by inserting the following subsections at the end of such Section 1:

  • Takeover Statutes If any Takeover Statute is or may become applicable to the Merger or the other transactions contemplated by this Agreement, the Company and its board of directors shall grant such approvals and take such actions as are necessary so that such transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise act to eliminate or minimize the effects of such statute or regulation on such transactions.

  • Amendment of Bylaws These bylaws may be altered, amended or repealed, and new bylaws made, by the Board of Directors, but the stockholders may make additional bylaws and may alter and repeal any bylaws whether adopted by them or otherwise.

  • Anti-takeover Provisions and Rights Plan The Board of Directors of the Company (the “Board of Directors”) has taken all necessary action to ensure that the transactions contemplated by this Agreement and the consummation of the transactions contemplated hereby will be exempt from any anti-takeover or similar provisions of the Company’s Charter and bylaws, and any other provisions of any applicable “moratorium”, “control share”, “fair price”, “interested stockholder” or other anti-takeover laws and regulations of any jurisdiction.

  • Governing Law; Amendment This Agreement shall be governed by, and shall be construed and administered in accordance with, the laws of the State of Delaware (without regard to its choice of law rules) and the requirements of any applicable federal law. This Agreement may be modified or amended only by a writing signed by the parties hereto.

  • Antitakeover Statutes Take any action (i) that would cause this Agreement or the Transaction to be subject to the provisions of any state antitakeover law or state law that purports to limit or restrict business combinations or the ability to acquire or vote shares or (ii) to exempt or make not subject to the provisions of any state antitakeover law or state law that purports to limit or restrict business combinations or the ability to acquire or vote shares, any Person (other than PPBI or its Subsidiaries) or any action taken thereby, which Person or action would have otherwise been subject to the restrictive provisions thereof and not exempt therefrom.

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