Common use of Anti-Takeover Provisions Clause in Contracts

Anti-Takeover Provisions. (a) Assuming the accuracy of the representation contained in Section 3.07, the Company has taken all actions necessary to exempt the Merger, this Agreement and the transactions contemplated hereby from Section 203 of the DGCL, and no further action is required by the Company Board or any committee thereof or the stockholders of the Company to render inapplicable the provisions of Section 203 of the DGCL to the extent, if any, such Section would otherwise be applicable to this Agreement, the Merger or the other transactions contemplated by this Agreement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (SS&C Technologies Holdings Inc), Agreement and Plan of Merger (DST Systems Inc)

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Anti-Takeover Provisions. (a) Assuming the accuracy of the representation contained in Section 3.074.10, the Company has taken all actions necessary to exempt the Merger, this Agreement and the transactions contemplated hereby from Section 203 of the DGCL, and no further action is required by the Company Board or any committee thereof or the stockholders of the Company to render inapplicable the provisions of restrictions on “business combinations” with an “interested shareholder” (each as defined in Section 203 of the DGCL DGCL) set forth in Section 203 of the DGCL, as it relates to the extentexecution, if any, such Section would otherwise be applicable to delivery and performance of this AgreementAgreement and the consummation of the Merger, the Merger or Offer and the other transactions contemplated by this Agreement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Carbonite Inc), Agreement and Plan of Merger (Open Text Corp)

Anti-Takeover Provisions. (a) Assuming the accuracy of the representation contained in Section 3.074.12, the Company has taken all actions necessary to exempt the Merger, this Agreement and the transactions contemplated hereby from Section 203 of the DGCL, and no further action is required by the Company Board or any committee thereof or the stockholders of the Company to render inapplicable the provisions restrictions on “business combinations” with an “interested shareholder” set forth in the Company Charter, as it relates to the execution, delivery and performance of Section 203 this Agreement and the consummation of the DGCL to the extent, if any, such Section would otherwise be applicable to this AgreementMerger, the Merger or Offer and the other transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Hostess Brands, Inc.)

Anti-Takeover Provisions. (a) Assuming the accuracy of the representation contained in Section 3.073.11, the Company has taken all actions necessary to exempt the Merger, this Agreement and the transactions contemplated hereby from Section 203 of the DGCL, and no further action is required by the Company Board or any committee thereof or the stockholders shareholders of the Company to render inapplicable the provisions of restrictions on “business combinations” with an “interested shareholder” (each as defined in Section 203 of the DGCL DGCL) set forth in Section 203 of the DGCL, as it relates to the extentexecution, if any, such Section would otherwise be applicable to delivery and performance of this Agreement, Agreement and the consummation of the Merger or and the other transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Qlik Technologies Inc)

Anti-Takeover Provisions. (a) Assuming the accuracy of the representation contained in Section 3.073.06, the Company has taken all actions necessary to exempt the Merger, this Agreement and the transactions contemplated hereby from Section 203 of the DGCL, and no further action is required by the Company Board or any committee thereof or the stockholders of the Company to render inapplicable the provisions of Section 203 of the DGCL to the extent, if any, such Section would otherwise be applicable to this Agreement, the Merger Share Purchase or the other transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Share Purchase Agreement (OneMain Holdings, Inc.)

Anti-Takeover Provisions. (a) Assuming the accuracy of the representation contained in Section 3.074.10, the Company has taken all actions necessary to exempt the Merger, this Agreement and the transactions contemplated hereby from Section 203 of the DGCL, and no further action is required by the Company, the Company Board or any committee thereof or the stockholders of the Company to render inapplicable the provisions of restrictions on “business combinations” with an “interested shareholder” (each as defined in Section 203 of the DGCL DGCL) set forth in Section 203 of the DGCL, as it relates to the extentexecution, if any, such Section would otherwise be applicable to delivery and performance of this AgreementAgreement and the consummation of the Merger, the Merger or Offer and the other transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Finjan Holdings, Inc.)

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Anti-Takeover Provisions. (a) Assuming the accuracy of the representation contained in Section 3.073.22, the Company has taken all actions necessary to exempt the Merger, this Agreement and the transactions contemplated hereby from Section 203 of the DGCL, and no further action is required by the Company Board or any committee thereof or the stockholders of the Company to render inapplicable the provisions of Section 203 of the DGCL to the extent, if any, such Section would otherwise be applicable to this Agreement, the Merger or the other transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Helix Technologies, Inc.)

Anti-Takeover Provisions. (a) Assuming the accuracy of the representation contained in Section 3.073.10, the Company has taken all actions necessary to exempt the Merger, this Agreement and the transactions contemplated hereby from Section 203 of the DGCL, and no further action is required by the Company Board or any committee thereof or the stockholders shareholders of the Company to render inapplicable the provisions of restrictions on “business combinations” with an “interested shareholder” (each as defined in Section 203 of the DGCL DGCL) set forth in Section 203 of the DGCL, as it relates to the extentexecution, if any, such Section would otherwise be applicable to delivery and performance of this Agreement, Agreement and the consummation of the Merger or and the other transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Bottomline Technologies Inc)

Anti-Takeover Provisions. (a) Assuming the accuracy of the representation contained in Section 3.073.08, the Company has taken all actions necessary to exempt the Merger, this Agreement and the transactions contemplated hereby from Section 203 of the DGCL, and no further action is required by the Company Board or any committee thereof or the stockholders of the Company to render inapplicable the provisions of Section 203 of the DGCL to the extent, if any, such Section would otherwise be applicable to this Agreement, the Merger or the other transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Intrawest Resorts Holdings, Inc.)

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