Common use of Antitakeover Statutes Clause in Contracts

Antitakeover Statutes. The Company has taken all action necessary to exempt the Merger, this Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby from Section 203 of Delaware Law, and, accordingly, neither such Section nor any other antitakeover or similar statute or regulation applies or purports to apply to any such transactions. No other “control share acquisition,” “interested shareholder,” “fair price,” “moratorium” or other antitakeover laws enacted under U.S. state or federal laws apply to this Agreement or any of the transactions contemplated hereby.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Rennes Fondation), Agreement and Plan of Merger (Goldman Sachs Group Inc), Agreement and Plan of Merger (Ebix Inc)

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Antitakeover Statutes. The Company has taken all action necessary to exempt the Merger, this Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby from Section 203 of Delaware Law, and, accordingly, neither such Section nor any other antitakeover or similar statute or regulation applies or purports to apply to any such transactions. No other “control share acquisition,” “interested shareholder,” “fair price,” “moratorium” or other antitakeover laws enacted under U.S. state or federal laws apply to this Agreement or any of the transactions contemplated hereby.

Appears in 3 contracts

Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Comcast Corp), Agreement and Plan of Merger (Time Warner Cable Inc.)

Antitakeover Statutes. The Company has taken all action necessary to exempt the Merger, this Agreement, the other Transaction Documents Merger and the other transactions contemplated hereby and thereby from Section 203 of the Delaware Law, and, accordingly, neither such Section nor any other antitakeover or similar statute or regulation applies or purports to apply to any such transactions. No other “control share acquisition,” “interested shareholder,” “fair price,” “moratorium” or other antitakeover laws enacted under U.S. state or federal laws apply to this Agreement or any of the transactions contemplated hereby.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Santander Holdings USA, Inc.), Agreement and Plan of Merger (Santander Consumer USA Holdings Inc.), Agreement and Plan of Merger (Santander Holdings USA, Inc.)

Antitakeover Statutes. The Company has taken all action necessary to exempt the Merger, this Agreement, the other Transaction Documents Voting Agreement and the transactions contemplated hereby and thereby from Section 203 of Delaware Law, and, accordingly, neither such Section nor any other Delaware antitakeover or similar statute or regulation applies or purports to apply to any such transactions. No other “control share acquisition,” “interested shareholder,” “fair price,” “moratorium” or other antitakeover laws enacted under Delaware, Florida, U.S. federal or, to the knowledge of the Company, any other U.S. state or federal laws apply to this Agreement and or any of the transactions contemplated hereby.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Equinix Inc), Agreement and Plan of Merger (Switch & Data Facilities Company, Inc.)

Antitakeover Statutes. The Company has taken all action necessary to exempt the Merger, this Agreement, the other Transaction Documents Agreement and the transactions contemplated hereby and thereby from Section 203 of Delaware Law, and, accordingly, neither such Section nor any other antitakeover or similar statute or regulation applies or purports to apply to any such transactionstransactions (“Takeover Statutes”). No other “control share acquisition,” “interested shareholder,” “fair price,” “moratorium” or other antitakeover 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 (NICE Ltd.), Agreement and Plan of Merger (inContact, Inc.)

Antitakeover Statutes. The Assuming the representation and warranty set forth in Section 5.19 is true and correct, the Company has taken all action necessary to exempt the Merger, this Agreement, the other Transaction Documents Agreement and the transactions contemplated hereby and thereby from Section 203 of the Delaware Law, and, accordingly, neither such Section 203 nor any other antitakeover or similar statute or regulation applies or purports to apply to any such transactions. No other “control share acquisition,” “interested shareholder,” “fair price,” “moratorium” or other antitakeover 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 (Aetna Inc /Pa/), Agreement and Plan of Merger (Coventry Health Care Inc)

Antitakeover Statutes. The Company has taken all action necessary to exempt or exclude the Merger, this Agreement, the other Transaction Documents Voting Agreement and the transactions contemplated hereby and thereby from Section 203 of Delaware Law, and, accordingly, neither such Section nor Law and any other antitakeover or similar statute or regulation applies or purports to apply to any such transactions. No other “control share acquisition,” “interested shareholder,” takeover statute, anti-takeover moratorium, “fair price,” “moratoriumcontrol share,” or other antitakeover laws enacted under U.S. state similar statute and, accordingly, no such statute or federal laws apply regulation applies to the Merger, this Agreement, the Voting Agreement or any of and the transactions contemplated herebyhereby and thereby.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Razor Holdco Inc.), Agreement and Plan of Merger (Thermadyne Holdings Corp /De)

Antitakeover Statutes. The Company has taken all action necessary to exempt or exclude the Merger, this the Voting Agreement, the other Transaction Documents this Agreement and the transactions contemplated hereby and thereby from Section 203 of Delaware Law, Law and, accordingly, neither such Section nor any other antitakeover or similar statute or regulation applies or purports to apply to any such transactions. No other “control share acquisition,” “interested shareholder,” “fair price,” “moratorium” or other antitakeover 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 (Stifel Financial Corp), Agreement and Plan of Merger (Thomas Weisel Partners Group, Inc.)

Antitakeover Statutes. The Company has taken all action necessary to exempt the Merger, this Agreement, the other Transaction Documents Agreement and the transactions contemplated hereby and thereby from Section 203 of Delaware Law, and, accordingly, neither such Section nor any other antitakeover or similar statute or regulation applies or purports to apply to any such transactions. No other “control share acquisition,” “interested shareholder,” “fair price,” “moratorium” or other antitakeover 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 (PricewaterhouseCoopers LLP), Agreement and Plan of Merger (Diamond Management & Technology Consultants, Inc.)

Antitakeover Statutes. The Company has taken all action necessary to exempt the Merger, this AgreementOffer, the other Transaction Documents Merger and this Agreement and the transactions contemplated hereby and thereby from Section 203 of Delaware Law, and, accordingly, neither such Section nor any other antitakeover or similar statute or regulation applies or purports to apply to any such transactions. No To the Company’s Knowledge, no other “control share acquisition,” “interested shareholder,” “fair price,” “moratorium” or other antitakeover 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 (Emerson Electric Co), Agreement and Plan of Merger (Avocent Corp)

Antitakeover Statutes. The Company has taken all action necessary to exempt the First Company Merger, the Second Company Merger, this Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby from Section 203 of Delaware Law, and, accordingly, neither such Section nor any other antitakeover or similar statute or regulation applies or purports to apply to any such transactions. No other “control share acquisition,” “interested shareholder,” “fair price,” “moratorium” or other antitakeover 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 Mergers (Time Warner Cable Inc.), Agreement and Plan of Mergers (Charter Communications, Inc. /Mo/)

Antitakeover Statutes. The Company has taken all action necessary to exempt the Merger, this Agreement, the other Transaction Documents Agreement and the transactions contemplated hereby and thereby from Section 203 of Delaware Law, Law and, accordingly, neither such Section nor any other antitakeover or similar statute or regulation applies or purports to apply to any such transactions. No other “control share acquisition,” “interested shareholder,” ”, “fair price,” ”, “moratorium” or other antitakeover laws enacted under U.S. state or federal laws apply to this Agreement or any of the transactions contemplated hereby.

Appears in 1 contract

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

Antitakeover Statutes. The Company has taken all action necessary to exempt the Merger, this Agreement, the other Transaction Documents Agreement and the transactions contemplated hereby and thereby from any antitakeover or similar statute or regulation (other than Section 203 of Delaware LawLaw with respect to the Merger), and, accordingly, neither no such Section nor any other antitakeover or similar statute or regulation applies or purports to apply to any such transactions. No other “control share acquisition,” “interested shareholder,” “fair price,” “moratorium” or other antitakeover laws enacted under U.S. state or federal laws apply to this Agreement Agreement, or any of the transactions contemplated hereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Tribune Publishing Co)

Antitakeover Statutes. The Company has taken all action necessary to exempt the Merger, this Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby from Section 203 of Delaware Law, and, accordingly, neither such Section nor any other antitakeover or similar statute or regulation applies or purports to apply to any such transactions. No other control share acquisition,, “interested shareholder,” “fair price,, “moratorium“ moratorium ” or other antitakeover laws enacted under U.S. state or federal laws apply to this Agreement or any of the transactions contemplated hereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger

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Antitakeover Statutes. The Company has taken all action necessary to exempt or exclude the Merger, this Agreement, the other Transaction Documents Agreement and the transactions contemplated hereby and thereby from Section 203 of Delaware Law, Law and, accordingly, neither such Section nor any other antitakeover or similar statute or regulation applies or purports to apply to any such transactions. No other “control share acquisition,” “interested shareholder,” “fair price,” “moratorium” or other antitakeover laws enacted under U.S. state or federal laws apply to this Agreement or any of the transactions contemplated hereby.

Appears in 1 contract

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

Antitakeover Statutes. The Company has taken all action necessary to exempt or exclude the Merger, this Agreement, the other Transaction Documents Agreement and the transactions contemplated hereby and thereby from Section 203 of Delaware Law, Law and, accordingly, neither such Section nor any other antitakeover or similar statute or regulation applies or purports to apply to any such transactions. No other "control share acquisition,” “interested shareholder,” “" "fair price,” “" "moratorium" or other antitakeover laws enacted under U.S. state or federal laws apply to this Agreement or any of the transactions contemplated hereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Stifel Financial Corp)

Antitakeover Statutes. The Company has no “rights plan,” “rights agreement,” or “poison pill” in effect. The Company has taken all action necessary to exempt the Merger, this Agreement, the other Transaction Documents Agreement and the transactions contemplated hereby and thereby from Section 203 of Delaware Law, and, accordingly, neither such Section nor any other antitakeover or similar statute or regulation applies or purports to apply to any such transactions. No other “control share acquisition,” “interested shareholder,” “fair price,” “moratorium” or other antitakeover laws enacted under U.S. state or federal laws apply to this Agreement or any of the transactions contemplated hereby.

Appears in 1 contract

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

Antitakeover Statutes. The Company has no "rights plan," "rights agreement," or "poison pill" in effect. The Company has taken all action necessary to exempt the Merger, this Agreement, the other Transaction Documents Agreement and the transactions contemplated hereby and thereby from Section 203 of Delaware Law, and, accordingly, neither such Section nor any other antitakeover or similar statute or regulation applies or purports to apply to any such transactions. No other "control share acquisition,” “interested shareholder,” “" "fair price,” “" "moratorium" or other antitakeover laws enacted under U.S. state or federal laws apply to this Agreement or any of the transactions contemplated hereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Advent Software Inc /De/)

Antitakeover Statutes. The Company has taken all action necessary to exempt the Mergerexecution, delivery and performance of this Agreement, Agreement and the Voting Agreements and the consummation of the Merger and the other Transaction Documents and the transactions contemplated hereby and thereby from Section 203 of Delaware Law, and, accordingly, neither such Section nor any other antitakeover or similar statute or regulation applies or purports to apply to any such transactions. No other “control share acquisition,” “interested shareholder,” “fair price,” “moratorium” or other antitakeover laws enacted under U.S. state or federal laws apply to the Merger or this Agreement Agreement, the Voting Agreements or any of the transactions contemplated herebyhereby or thereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Omthera Pharmaceuticals, Inc.)

Antitakeover Statutes. The Company has taken all action necessary neces- sary to exempt the First Company Merger, the Second Company Merger, this Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby from Section 203 of Delaware Law, and, accordingly, neither nei- ther such Section nor any other antitakeover or similar statute or regulation applies or purports to apply to any such transactions. No other “control share acquisition,” “interested shareholder,” “fair price,” “moratorium” or other antitakeover laws enacted under U.S. state or federal laws apply to this Agreement or any of the transactions contemplated hereby.

Appears in 1 contract

Samples: Agreement and Plan of Mergers

Antitakeover Statutes. The Company has taken all action necessary to exempt the Merger, this Agreement, the other Transaction Documents Agreement and the transactions contemplated hereby and thereby from Section 203 of Delaware Law, and, accordingly, neither such Section nor any other antitakeover or similar statute or regulation in effect as of the date hereof applies or purports to apply to any such transactions. No other “control share acquisition,” “interested shareholder,” “fair price,” “moratorium” or other antitakeover laws enacted under U.S. state or federal laws apply to this Agreement or any of the transactions contemplated herebyby this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Tanning Technology Corp)

Antitakeover Statutes. The Company has taken all action necessary to exempt the Offer, the Merger, this Agreement, the other Transaction Documents Agreement and the transactions contemplated hereby and thereby from Section 203 of Delaware Law, and, and accordingly, neither such Section 203 of Delaware Law nor any other antitakeover or similar statute or regulation applies or purports to apply to any such transactions. No other “control share acquisition,” “interested shareholderfair price,” “fair pricebusiness combination,” “moratorium” or other antitakeover laws enacted under U.S. state or federal laws similar statute or regulation does or shall apply to this Agreement Agreement, the Tender and Voting Agreements, or any of the transactions contemplated herebyhereby or thereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Union Drilling Inc)

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