Common use of Anti-Takeover Provisions Clause in Contracts

Anti-Takeover Provisions. (a) Assuming the accuracy of the representation contained in Section 4.09, no “fair price”, “moratorium”, “control share acquisition” or other similar anti-takeover statute or similar statute or regulation applies to the Company with respect to this Agreement, the Statutory Merger Agreement, or the Merger. (b) The Company is not party to a shareholder rights plan, “poison pill” or similar anti-takeover arrangement, or plan.

Appears in 4 contracts

Samples: Merger Agreement (Urovant Sciences Ltd.), Merger Agreement (Sumitomo Chemical Co., Ltd.), Merger Agreement (Marubeni Corp /Fi)

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Anti-Takeover Provisions. (a) Assuming the accuracy of the representation contained in Section 4.09, no “fair price”, ,” “moratorium”, ,” “control share acquisition” or other similar anti-takeover statute or similar statute or regulation applies to the Company with respect to this Agreement, the Statutory Merger Agreement, or the MergerTransaction. (b) The Company is not party to a shareholder rights plan, “poison pill” or similar anti-takeover arrangement, or plan.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Myovant Sciences Ltd.), Merger Agreement (Myovant Sciences Ltd.)

Anti-Takeover Provisions. No (ai) Assuming the accuracy of the representation contained in Section 4.09“business combination”, no “control share acquisition”, “fair price”, “moratorium”, “control share acquisition” or other similar anti-takeover statute or similar statute or regulation applies to the Company with respect to this AgreementLaws (each, the Statutory Merger Agreementa “Takeover Law”), or the Merger. (bii) The Company is not party to a shareholder stockholder rights planagreement, “poison pill” or similar anti-takeover arrangementagreement or (iii) anti-takeover provision in the organizational documents of a Company Entity or any Company Subsidiary applies or will apply with respect to this Agreement or the Transactions, or planincluding the Mergers.

Appears in 2 contracts

Samples: Merger Agreement (Emanuel Ariel), Merger Agreement (Endeavor Group Holdings, Inc.)

Anti-Takeover Provisions. (a) Assuming the accuracy of the representation representations contained in Section 4.094.24, no “fair price”, “moratorium”, “control share acquisition” or other similar anti-takeover statute or similar statute or regulation (each, a “Takeover Law”) applies to the Company with respect to this Agreement, the Statutory Merger Agreement, Agreement or the Merger. (b) The Company is not party to a shareholder rights plan, “poison pill” or similar anti-takeover arrangement, or plan.

Appears in 2 contracts

Samples: Merger Agreement (Sirius International Insurance Group, Ltd.), Merger Agreement (Third Point Reinsurance Ltd.)

Anti-Takeover Provisions. No (ai) Assuming the accuracy of the representation contained in Section 4.09“business combination”, no “control share acquisition”, “fair price”, “moratorium”, “control share acquisition” or other similar anti-takeover statute or similar statute or regulation applies to the Company with respect to this AgreementLaws (each a “Takeover Law”), the Statutory Merger Agreement, or the Merger. (bii) The Company is not party to a shareholder stockholder rights planagreement, “poison pill” or similar anti-takeover arrangementagreement or (iii) anti-takeover provision in the Company Organizational Documents applies or will apply to the Company with respect to this Agreement or the Transactions, or planincluding the Merger.

Appears in 2 contracts

Samples: Merger Agreement (Weber Inc.), Merger Agreement (Trott Byron D)

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Anti-Takeover Provisions. (a) Assuming To the accuracy Knowledge of the representation contained in Section 4.09Company, no “fair price”, ,” “moratorium”, ,” “control share acquisition,” “supermajority,” “affiliate transactions,” “business combination,” or other similar anti-takeover statute or similar statute or regulation applies enacted under any Laws applicable to the Company with respect is applicable to this Agreement, the Statutory Merger Agreement, or the Merger, or any of the transactions contemplated by this Agreement. (b) The Company is not party to a shareholder rights plan, “poison pill” or similar anti-takeover arrangement, or plan.

Appears in 2 contracts

Samples: Merger Agreement (Arch Capital Group Ltd.), Merger Agreement (Watford Holdings Ltd.)

Anti-Takeover Provisions. (a) Assuming the accuracy of the representation contained in Section 4.09‎4.09, no “fair price”, ,” “moratorium”, ,” “control share acquisition” or other similar anti-takeover statute or similar statute or regulation applies to the Company with respect to this Agreement, the Statutory Merger AgreementPlan of Merger, or the Merger. (b) The Company is not party to a shareholder rights plan, “poison pill” or similar anti-takeover arrangement, or plan.

Appears in 1 contract

Samples: Merger Agreement (Arco Platform Ltd.)

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