Anti-Takeover. Except for obligations, restrictions or requirements that are generally applicable to all holders of Parent Common Stock (without regard to the number of shares held), or as provided in Section 7.04 of the Agreement, the receipt, holding, transfer and exercise of rights of the Parent Common Stock in the AT&T Broadband Merger will not (i) subject Microsoft or any of its Affiliates to any obligations under Pennsylvania law, the governing organizational documents of Parent or any agreement of the Parent (other than this Agreement or the Transaction Agreements) in respect of Parent or any of its shareholders, (ii) restrict Microsoft or any of its Affiliates from engaging in any transaction with Parent, its Subsidiaries or its shareholders or (iii) subject Microsoft or any of its Affiliates to any higher vote or other requirement in respect of any transaction with Parent, its Subsidiaries or its shareholders. To the extent applicable, Parent has taken all action necessary or advisable to render irrevocably inapplicable, subject to the Closing, to Microsoft and its Affiliates any anti-takeover provision of Pennsylvania law contained in the organizational documents of Parent.
Anti-Takeover. If any “business combination,” “fair price,” “moratorium,” “control share acquisition” or other similar anti-takeover statute or regulation is or may become applicable to the Purchase or the other transactions contemplated by this 119 Agreement, Buyer 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 the effects of such statute or regulation on such transactions.
Anti-Takeover. No state takeover statute or similar statute or regulation applies to or purports to apply to this Agreement, or the other transactions contemplated by this Agreement. The Seller does not have a “poison pill” or similar shareholder rights plan.
Anti-Takeover. The Company and its Board of Directors has taken all actions required to be taken (x) in order to approve the execution of the Agreement and the consummation of the transactions contemplated thereby for purposes of Section 203 of Delaware General Corporation Law, and (y) so that the restrictions on "business combinations" contained in Section 203 of Delaware General Corporation Law do not apply to the Purchasers or their respective Affiliates. As of the date hereof and as of the Closing Date, the Company shall not have adopted a stockholder rights plan or any other similar anti-takeover plan.
Anti-Takeover. The Company and its board of directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s charter documents or the laws of its state of incorporation that is or could reasonably be expected to become applicable to the Underwriters as a result of the Underwriters and the Company fulfilling their respective obligations or exercising their respective rights under this Agreement, including, without limitation, the Company’s issuance of the Securities and the Underwriters’ ownership of the Securities.
Anti-Takeover. The board of directors of the Company has taken all necessary action to cause Section 203 of the Delaware General Corporate Law to be inapplicable to the Company (and has delivered written evidence satisfactory to Purchaser to this effect), and has taken all necessary action to cause any other applicable anti-takeover or similar statute or regulation or provision of the Company charter or bylaws, or other organizational or constitutive document or governing instruments of the Company, to be inapplicable to this Agreement and the other Transaction Documents, and the consummation of the transactions contemplated hereby and thereby without further action on the part of the board of directors of the Company.
Anti-Takeover. HRC does not have in effect any stockholder rights plan or similar device or arrangement, commonly or colloquially known as a “poison pill” or “anti-takeover” plan, or other than the provisions of Section 203 of the Delaware General Corporation Law, any similar plan, device or arrangement (a “Rights Plan”), and the board of directors of HRC has not adopted or authorized the adoption of such a plan, device or arrangement.
Anti-Takeover. Parent does not have in effect any stockholder rights plan or similar device or arrangement, commonly or colloquially known as a “poison pill” or “anti-takeover” plan, any similar plan, device or arrangement, and the board of directors of Parent has not adopted or authorized the adoption of such a plan, device or arrangement.
Anti-Takeover. Assuming that the only securities of KCAP that Jxx X. Xxxxx and Dxxx X. Xxxxxx own as of the date hereof are shares of KCAP Common Stock issued hereunder, no “fair price”, “moratorium”, “control share acquisition” or other similar anti-takeover statute or regulation, including, without limitation Section 203 of Delaware General Corporation Law, or any anti-takeover provision in the certificates of incorporation or bylaws of Buyer is applicable to Buyer or the KCAP Common Stock.
Anti-Takeover. Prior to the execution of this Agreement, the Company Board has taken all necessary action to cause this Agreement, the Merger, the Tender Agreements and the transactions contemplated hereby and thereby to be exempt from or not subject to the restrictions of NRS 78.411 through 78.444, inclusive. After giving effect to the actions of the Company Board taken in connection with this Agreement (including, as necessary, an amendment to the Company By-Laws), the provisions of NRS 78.378 through 78.379, inclusive, do not apply or purport to apply to the Merger, this Agreement, the Tender Agreements or any of the transactions contemplated by this Agreement. To the Company’s Knowledge, and after giving effect to the actions of the Company Board described above and the amendment of the Company By-Laws described in Section 4.3(c), no “moratorium,” “acquisition of controlling interest,” “business combination,” “fair price” or other form of anti-takeover Laws applies or purports to apply to the Merger, this Agreement, or any of the transactions contemplated by this Agreement. Neither the Company nor any of the Company Subsidiaries has in effect any stockholder rights plan or similar device or arrangement, commonly or colloquially known as a “poison pill” or “anti-takeover” plan or any similar plan, device or arrangement and the Company Board has not adopted or authorized the adoption of such a plan, device or arrangement.
