Common use of Application of Takeover Protections; Rights Agreement Clause in Contracts

Application of Takeover Protections; Rights Agreement. 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 the Company’s Articles, any certificates of determination or the laws of the jurisdiction of its formation or incorporation which is or could become applicable to each Purchaser as a result of the transactions contemplated by this Agreement and the Other Transaction Documents, including, without limitation, the Company’s issuance of the Series B Shares and any Purchaser’s ownership of the Series B Shares. The Company and its board of directors have taken all necessary action, if any, in order to render inapplicable any stockholder rights plan or similar arrangement relating to accumulations of beneficial ownership of Common Stock.

Appears in 2 contracts

Samples: Additional Series B Stock Purchase Agreement (Pacific Mercantile Bancorp), Stock Purchase Agreement (Pacific Mercantile Bancorp)

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Application of Takeover Protections; Rights Agreement. 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 the Company’s Articles, any certificates of determination or the laws of the jurisdiction of its formation or incorporation which is or could become applicable to each Purchaser as a result of the transactions contemplated by this Agreement and the Other Transaction Documents, including, without limitation, the Company’s issuance of the Series B Common Stock Shares and any Purchaser’s ownership of the Series B Common Stock Shares. The Company and its board of directors have taken all necessary action, if any, in order to render inapplicable any stockholder rights plan or similar arrangement relating to accumulations of beneficial ownership of Common Stock.

Appears in 2 contracts

Samples: Common Stock Purchase Agreement (Pacific Mercantile Bancorp), Common Stock Purchase Agreement (Pacific Mercantile Bancorp)

Application of Takeover Protections; Rights Agreement. 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 the Company’s Articles, any certificates Memorandum and Articles of determination Association (as defined in Section 3(p)) or the laws of the jurisdiction of its formation or incorporation British Virgin Islands which is are or could become applicable to each Purchaser any Buyer as a result of the transactions contemplated by this Agreement and the Other Transaction DocumentsAgreement, including, without limitation, the Company’s 's issuance of the Series B Common Shares and any Purchaser’s Buyer's ownership of the Series B Common Shares. The Company and its board Board of directors Directors have taken all necessary action, if any, action in order to render inapplicable any stockholder rights plan or similar arrangement relating to accumulations of beneficial ownership of Common StockStock or a change in control of the Company.

Appears in 1 contract

Samples: Securities Purchase Agreement (Jinpan International LTD)

Application of Takeover Protections; Rights Agreement. The Company and its board of directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, interested stockholder, business combination, poison pill (including including, without limitation, any distribution under a rights agreement) ), stockholder rights plan or other similar anti-takeover provision under the Company’s ArticlesCharter, any certificates of determination Bylaws or other organizational documents or the laws of the jurisdiction of its formation incorporation or incorporation otherwise which is or could become applicable to each Purchaser any Buyer as a result of the transactions contemplated by this Agreement and the Other Transaction DocumentsAgreement, including, without limitation, the Company’s issuance of the Series B Shares Securities and any PurchaserBuyer’s ownership of the Series B SharesSecurities. The Company and its board of directors have taken all necessary action, if any, in order to render inapplicable any stockholder rights plan or similar arrangement relating to accumulations of beneficial ownership of shares of Common StockStock or a change in control of the Company.

Appears in 1 contract

Samples: Securities Purchase Agreement (Expion360 Inc.)

Application of Takeover Protections; Rights Agreement. The Company and its board of directors have taken all necessary action, if any, in order to render inapplicable exempt the Company's issuance of the Common Shares and each Buyer's ownership of the Common Shares from the provisions of any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s Articles, any certificates Articles of determination Incorporation of the Company or the laws of the jurisdiction state of its formation or incorporation which is or could become applicable to each Purchaser any Buyer as a result of the transactions contemplated by this Agreement and the Other Transaction DocumentsAgreement, including, without limitation, the Company’s 's issuance of the Series B Common Shares and any Purchaser’s each Buyer's ownership of the Series B Common Shares). The Company and its board of directors does not have taken all necessary action, if any, in order to render inapplicable any stockholder rights plan or similar arrangement relating to accumulations of beneficial ownership of Common StockStock or a change in control of the Company.

Appears in 1 contract

Samples: Securities Purchase Agreement (India Globalization Capital, Inc.)

Application of Takeover Protections; Rights Agreement. The Company and its board of directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, interested stockholder, business combination, poison pill (including including, without limitation, any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s ArticlesCertificate of Incorporation, any certificates of determination Bylaws or other organizational documents or the laws of the jurisdiction of its formation incorporation or incorporation otherwise which is or could become applicable to each Purchaser Buyer as a result of the transactions contemplated by this Agreement and the Other Transaction DocumentsAgreement, including, without limitation, the Company’s issuance of the Series B Common Shares and any PurchaserBuyer’s ownership of the Series B Common Shares. The Company and its board of directors have taken all necessary action, if any, in order to render inapplicable any stockholder rights plan or similar arrangement relating to accumulations of beneficial ownership of shares of Common StockStock or a change in control of the Company or any of its Subsidiaries.

Appears in 1 contract

Samples: Subscription Agreement (Net Element, Inc.)

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Application of Takeover Protections; Rights Agreement. The Company and its board of directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, interested shareholder, business combination, poison pill (including including, without limitation, any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s ArticlesCertificate of Incorporation, any certificates of determination Bylaws or other organizational documents or the laws of the jurisdiction of its formation or incorporation which is or could become applicable to each Purchaser any Buyer as a result of the transactions contemplated by this Agreement and the Other Transaction DocumentsAgreement, including, without limitation, the Company’s issuance of the Series B Common Shares and any PurchaserBuyer’s ownership of the Series B Common Shares. The Company and its board Board of directors Directors have taken all necessary action, if any, in order to render inapplicable any stockholder shareholder rights plan or similar arrangement relating to accumulations of beneficial ownership of shares of Common StockStock or a change in control of the Company or any of its Subsidiaries.

Appears in 1 contract

Samples: Securities Purchase Agreement (Altair Engineering Inc.)

Application of Takeover Protections; Rights Agreement. The Company and its board of directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, interested stockholder, business combination, poison pill (including including, without limitation, any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s ArticlesCertificate of Incorporation, any certificates of determination Bylaws or other organizational documents or the laws of the jurisdiction of its formation incorporation or incorporation otherwise which is or could become applicable to each Purchaser the Buyer as a result of the transactions contemplated by this Agreement and the Other Transaction DocumentsAgreement, including, without limitation, the Company’s issuance of the Series B Shares Securities and any Purchaserthe Buyer’s ownership of the Series B SharesSecurities. The Company and its board of directors have taken all necessary action, if any, in order to render inapplicable any stockholder rights plan or similar arrangement relating to accumulations of beneficial ownership of shares of Common StockStock or a change in control of the Company.

Appears in 1 contract

Samples: Securities Purchase Agreement (Transwitch Corp /De)

Application of Takeover Protections; Rights Agreement. 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 the Company’s Articles, any certificates Memorandum and Articles of determination Association (as defined in Section 3(p)) or the laws of the jurisdiction of its formation or incorporation British Virgin Islands which is or could become applicable to each Purchaser the Buyer as a result of the transactions contemplated by this Agreement and the Other Transaction DocumentsAgreement, including, without limitation, the Company’s 's issuance of the Series B Common Shares and any Purchaser’s the Buyer's ownership of the Series B Common Shares. The Company and its board Board of directors Directors have taken all necessary action, if any, in order to render inapplicable any stockholder rights plan or similar arrangement relating to accumulations of beneficial ownership of Common StockStock or a change in control of the Company.

Appears in 1 contract

Samples: Securities Purchase Agreement (Jinpan International LTD)

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