Common use of Anti-Takeover Provisions Clause in Contracts

Anti-Takeover Provisions. 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 its Certificate of Incorporation or the laws of the jurisdiction of its incorporation or other laws or regulations which are or could become applicable to any Purchaser as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's issuance of the Securities and any and all Purchaser's ownership of the Securities.

Appears in 3 contracts

Samples: Series a Preferred Stock Purchase Agreement (Pacifichealth Laboratories Inc), Securities Purchase Agreement (Qsound Labs Inc), Securities Purchase Agreement (Pacifichealth Laboratories Inc)

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Anti-Takeover Provisions. 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 its Certificate of Incorporation Organizational Documents or the laws of the jurisdiction of its incorporation or other laws or regulations organization which are is or could become applicable to any Purchaser as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's issuance of the Securities or any other securities pursuant to the terms of this Agreement and any and all Purchaser's ownership of the SecuritiesSecurities or any such other securities.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Imedia International Inc), Securities Purchase Agreement (Daugherty Resources Inc)

Anti-Takeover Provisions. 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 its Certificate of Incorporation the Company’s charter documents or the laws of the jurisdiction its state of its incorporation or other laws or regulations which are that is or could reasonably be expected to become applicable to any Purchaser the Underwriters as a result of the transactions contemplated by this Underwriters and the Company fulfilling their obligations or exercising their rights under the Agreement, including, without limitation, the Company's ’s issuance of the Securities Shares and any and all Purchaser's the Underwriters’ ownership of the Securities.

Appears in 2 contracts

Samples: Underwriting Agreement (AtriCure, Inc.), Underwriting Agreement (AtriCure, Inc.)

Anti-Takeover Provisions. 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 its Certificate Articles of Incorporation or the laws of the jurisdiction state of its incorporation or other laws or regulations which are is or could become applicable to any Purchaser as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's ’s issuance of the Securities and any and all Purchaser's ’s ownership of the Securities.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Heartland Oil & Gas Corp), Securities Purchase Agreement (Heartland Oil & Gas Corp)

Anti-Takeover Provisions. 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) combination or other similar anti-takeover provision under its Certificate of Incorporation or the laws of the jurisdiction state of its incorporation or other laws or regulations which are is or could become applicable to any Purchaser as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's issuance of the Securities and any and all Purchaser's ownership of the Securities.

Appears in 2 contracts

Samples: Series B Convertible Preferred Stock Purchase Agreement (GEM Surgilight Investors, LLC), Series B Preferred Stock and Warrant Purchase Agreement (Datametrics Corp)

Anti-Takeover Provisions. 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) combination or other similar anti-takeover provision under its Certificate of Incorporation or the laws of the jurisdiction state of its incorporation or other laws or regulations which are is or could become applicable to any Purchaser Investor as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's issuance of the Securities and any and all Purchaser's Investors' ownership of the Securities.

Appears in 1 contract

Samples: Securities Purchase Agreement (Mediabay Inc)

Anti-Takeover Provisions. 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 its Certificate of Incorporation Organizational Documents or the laws of the jurisdiction of its incorporation or other laws or regulations organization which are is or could become applicable to any the Purchaser as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's issuance of the Securities or any other securities pursuant to the terms of this Agreement and any and all Purchaser's ownership of the SecuritiesSecurities or any such other securities.

Appears in 1 contract

Samples: Securities Purchase Agreement (NGAS Resources Inc)

Anti-Takeover Provisions. 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 its Certificate of Incorporation or the laws of the jurisdiction state of its incorporation or other laws or regulations (including ss.203 of the Delaware General Corporation Law) which are is or could become applicable to any Purchaser as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's ’s issuance of the Securities and any and all Purchaser's ’s ownership of the Securities.

Appears in 1 contract

Samples: Stock Purchase Agreement (CastlePoint Holdings, Ltd.)

Anti-Takeover Provisions. 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 its Certificate of Incorporation or the laws of the jurisdiction state of its incorporation or other laws or regulations which are is or could become applicable to any Purchaser of the Purchasers as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's issuance of the Securities and any and all Purchaser's ownership of the Securities.

Appears in 1 contract

Samples: Securities Purchase Agreement (SLS International Inc)

Anti-Takeover Provisions. The Company and its the board of directors of the Company 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 its Certificate the Company’s certificate of Incorporation incorporation (or similar charter documents) or the laws of the jurisdiction its state of its incorporation or other laws or regulations which are that is or could become applicable to any Purchaser the purchasers of the Securities as a result of such purchasers and the Company fulfilling their obligations or exercising their rights under this Agreement, including without limitation as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's ’s issuance of the Securities and any and all Purchaser's the purchasers’ ownership of the Securities.

Appears in 1 contract

Samples: Purchase Agreement (Northwest Biotherapeutics Inc)

Anti-Takeover Provisions. 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 its Certificate of Incorporation or the laws of the jurisdiction state of its incorporation or other laws or regulations (including ss.203 of the Delaware General Corporation Law) which are is or could become applicable to any Purchaser as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's issuance of the Securities and any and all Purchaser's ownership of the Securities.

Appears in 1 contract

Samples: Stock Purchase Agreement (Tower Group, Inc.)

Anti-Takeover Provisions. 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 its Certificate of Incorporation or the laws of the jurisdiction state of its incorporation or other laws or regulations which are is or could become applicable to any Purchaser as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's issuance of the Securities and any and all Purchaser's ownership of the Securities.

Appears in 1 contract

Samples: Securities Purchase Agreement (Remote Dynamics Inc)

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Anti-Takeover Provisions. The Company and its board Board of directors 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-anti- takeover provision under its Certificate Articles of Incorporation or the laws of the jurisdiction state of its incorporation or other laws or regulations jurisdiction which are is or could become applicable to any Purchaser the Investor as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's issuance of the Securities Shares and any and all Purchaserthe Investor's ownership of the SecuritiesShares.

Appears in 1 contract

Samples: Securities Purchase Agreement (Natural Gas Services Group Inc)

Anti-Takeover Provisions. 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 its Certificate of Incorporation or the laws of the jurisdiction state of its incorporation or other laws or regulations which are is or could become applicable to any the Purchaser as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's ’s issuance of the Securities and any and all Purchaser's ’s ownership of the Securities.

Appears in 1 contract

Samples: Securities Purchase Agreement (Remote Dynamics Inc)

Anti-Takeover Provisions. 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 its Certificate of Incorporation or the laws of the jurisdiction of its incorporation or other laws or regulations which are or could become applicable to any Purchaser as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's ’s issuance of the Securities and any and all Purchaser's ’s ownership of the Securities.

Appears in 1 contract

Samples: Securities Purchase Agreement (Qsound Labs Inc)

Anti-Takeover Provisions. 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) combination or other similar anti-anti- takeover provision under its Certificate of Incorporation or the laws of the jurisdiction state of its incorporation or other laws or regulations which are is or could become applicable to any Purchaser as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's issuance of the Securities and any and all Purchaser's ownership of the Securities. SECTION 5.

Appears in 1 contract

Samples: Series B Convertible Preferred Stock Purchase Agreement (Surgilight Inc)

Anti-Takeover Provisions. 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 its Certificate of Incorporation or the laws of the jurisdiction state of its incorporation or other laws or regulations which are is or could become applicable to any the Purchaser as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's issuance of the Securities and any and all Purchaser's ownership of the Securities.

Appears in 1 contract

Samples: Securities Purchase Agreement (Remote Dynamics Inc)

Anti-Takeover Provisions. The Company and its board Board of directors 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 its Certificate of Incorporation or the laws of the jurisdiction state of its incorporation or other laws or regulations jurisdiction which are is or could become applicable to any Purchaser as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's ’s issuance of the Securities and any and all Purchaser's ’s ownership of the Securities.

Appears in 1 contract

Samples: Securities Purchase Agreement (Sco Group Inc)

Anti-Takeover Provisions. 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 its Certificate of Incorporation or the laws of the jurisdiction state of its incorporation or other laws or regulations which are is or could become applicable to any Purchaser as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's ’s issuance of the Securities and any and all Purchaser's ’s ownership of the Securities.

Appears in 1 contract

Samples: Securities Purchase Agreement (Cortex Pharmaceuticals Inc/De/)

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