Anti-Takeover Statutes. The Company has taken all action necessary to exempt or exclude the Merger, the Voting Agreement, this Agreement and the transactions contemplated hereby from Section 203 of Delaware Law and, accordingly, neither such Section nor any 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 similar 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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Samples: Agreement and Plan of Merger (Hudson Holding Corp), Agreement and Plan of Merger (Rodman & Renshaw Capital Group, Inc.), Agreement and Plan of Merger (Hudson Holding Corp)
Anti-Takeover Statutes. The Company has taken all action necessary opted out of Section 203 of Delaware Law with the effect that the provisions of such Section are inapplicable to exempt or exclude the Offer, the Merger, the Voting Agreement, this Agreement and the transactions contemplated hereby from Section 203 hereby. To the knowledge of Delaware Law andthe Company, accordingly, neither such Section nor any other anti-takeover or similar statute or regulation applies or purports to apply to any such transactions. No no other “control share acquisition,” “fair price,” “moratorium” or other similar anti-takeover laws enacted under U.S. state or federal laws apply to this Agreement or any of the transactions contemplated hereby.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Roche Investments USA Inc.), Agreement and Plan of Merger (Genentech Inc)
Anti-Takeover Statutes. The Company has taken all action necessary to exempt or exclude the Merger, this Agreement, the Voting Agreement, this Agreement and the transactions contemplated hereby and thereby from the provisions of Section 203 of the Delaware Law andLaw, accordingly, neither and such Section nor any other anti-takeover or similar statute or regulation applies or purports to apply to any such transactionsaction is effective as of the date hereof. No other state takeover, “control share acquisitionmoratorium,” “fair price,” “moratoriumaffiliate transaction” or other similar anti-takeover laws enacted statute or regulation under U.S. state or federal laws apply any applicable Law is applicable to this Agreement the Merger or any of the transactions contemplated herebyby this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Univision Communications Inc)
Anti-Takeover Statutes. The Company has (i) taken all action necessary to exempt or exclude Buyer, Acquisition Sub, the Merger, the Voting Agreement, this Agreement and the transactions contemplated hereby and thereby from the provisions of Section 203 of the Delaware Law andLaw, accordinglyand such action is effective as of the date hereof and (ii) resolved to elect, neither such Section nor any to the extent permitted by Law, not to be subject to other "moratorium", "control share acquisition", "business combination", "fair price" or other anti-takeover Laws or similar statute or regulation applies or purports regulations (collectively, "Takeover Laws") of any jurisdiction that may purport to apply to any such transactions. No other “control share acquisition,” “fair price,” “moratorium” or other similar anti-takeover laws enacted under U.S. state or federal laws apply be applicable to this Agreement or any of the transactions contemplated herebyAgreement.
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