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 Certificate of Incorporation or the laws of the jurisdiction of its formation which is or could become applicable to any Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company’s issuance of the Securities and any Buyer’s ownership of the Securities. The Company has not adopted a stockholder rights plan or similar arrangement relating to accumulations of beneficial ownership of Common Stock or a change in control of the Company.
Appears in 21 contracts
Samples: Securities Purchase Agreement (Ener-Core, Inc.), Securities Purchase Agreement (Ener-Core, Inc.), Securities Purchase Agreement (Ener-Core, 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, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Certificate Articles of Incorporation or the laws of the jurisdiction of its formation which is or could become applicable to any Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company’s 's issuance of the Securities and any Buyer’s 's ownership of the Securities. The Company has not adopted a stockholder rights plan or similar arrangement relating to accumulations of beneficial ownership of Common Stock or a change in control of the Company.
Appears in 16 contracts
Samples: Note Purchase Agreement (Alpha Energy Inc), Note Purchase Agreement (Alpha Energy Inc), Note Purchase Agreement (Alpha Energy 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, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Certificate Articles of Incorporation or the laws of the jurisdiction of its formation which is or could become applicable to any Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company’s issuance of the Securities and any Buyer’s ownership of the Securities. The Company has not adopted a stockholder rights plan or similar arrangement relating to accumulations of beneficial ownership of Common Stock or a change in control of the Company.
Appears in 15 contracts
Samples: Securities Purchase Agreement (Digital Ally Inc), Securities Purchase Agreement (Digital Ally Inc), Securities Purchase Agreement (Stinger Systems, 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, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Certificate of Incorporation or the laws of the jurisdiction of its formation which is or could become applicable to any Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company’s 's issuance of the Securities and any Buyer’s 's ownership of the Securities. The Company has not adopted a stockholder rights plan or similar arrangement relating to accumulations of beneficial ownership of Common Stock or a change in control of the Company.
Appears in 13 contracts
Samples: Securities Purchase Agreement (Net Element, Inc.), Securities Purchase Agreement (Net Element, Inc.), Securities Purchase Agreement (Net Element, 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, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision provisions under the Certificate Company’s articles of Incorporation incorporation, as amended, or the laws of the jurisdiction of its formation which is that are or could become applicable to any Buyer the Purchaser as a result of the transactions contemplated by this AgreementAgreement and/or the other Transaction Documents, including, without limitation, the Company’s issuance of the Securities and any Buyerthe Purchaser’s ownership of the Securities. The Company has not adopted a stockholder rights plan or similar arrangement relating to accumulations of beneficial ownership of Common Stock or a change in control of the Company.
Appears in 7 contracts
Samples: Securities Purchase Agreement (Charge Enterprises, Inc.), Securities Purchase Agreement (Charge Enterprises, Inc.), Securities Purchase Agreement (Can B Corp)
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 provisions under the Certificate Company’s Articles of Incorporation or the laws of the jurisdiction of its formation which is that are or could become applicable to any Buyer the Purchasers as a result of the transactions contemplated by this AgreementAgreement and/or the other Documents, including, without limitation, the Company’s issuance of the Securities and any Buyereach Purchaser’s ownership of the Securities. The Company has not adopted a stockholder rights plan or similar arrangement relating to accumulations of beneficial ownership of Common Stock or a change in control of the Company.
Appears in 6 contracts
Samples: Securities Purchase Agreement (Terra Tech Corp.), Securities Purchase Agreement (Terra Tech Corp.), Securities Purchase Agreement (Terra Tech Corp.)
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 provisions under the Certificate Company’s certificate of Incorporation incorporation, as amended, or the laws of the jurisdiction of its formation which is that are or could become applicable to any Buyer the Purchaser as a result of the transactions contemplated by this AgreementAgreement and/or the other Transaction Documents, including, without limitation, the Company’s issuance of the Securities and any Buyerthe Purchaser’s ownership of the Securities. The Company has not adopted a stockholder rights plan or similar arrangement relating to accumulations of beneficial ownership of Common Stock or a change in control of the Company.
Appears in 6 contracts
Samples: Securities Purchase Agreement (Charge Enterprises, Inc.), Securities Purchase Agreement (Charge Enterprises, Inc.), Securities Purchase Agreement (Optimus Healthcare Services, 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, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Certificate Articles of Incorporation or the laws of the jurisdiction of its formation which is or could become applicable to any Buyer Purchaser as a result of the transactions contemplated by this Agreement, including, without limitation, the Company’s issuance of the Securities and any BuyerPurchaser’s ownership of the Securities. The Company has not adopted a stockholder shareholder rights plan or similar arrangement relating to accumulations of beneficial ownership of Common Stock or a change in control of the Company.
Appears in 6 contracts
Samples: Common Stock Purchase Agreement (Drone Aviation Holding Corp.), Common Stock Purchase Agreement (Drone Aviation Holding Corp.), Common Stock and Warrant Purchase Agreement (Pacific Grove Capital LP)
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 provisions under the Certificate Company’s certificate of Incorporation incorporation, as amended, or the laws of the jurisdiction of its formation which is that are or could become applicable to any Buyer the Lender as a result of the transactions contemplated by this AgreementAgreement and/or the other Transaction Documents, including, without limitation, the Company’s issuance of the Securities and any Buyerthe Lender’s ownership of the Securities. The Company has not adopted a stockholder rights plan or similar arrangement relating to accumulations of beneficial ownership of Class A Common Stock or a change in control of the Company.
Appears in 6 contracts
Samples: Loan Agreement (Deep Medicine Acquisition Corp.), Loan Agreement (Deep Medicine Acquisition Corp.), Loan Agreement (Deep Medicine Acquisition Corp.)
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 Certificate of Incorporation or the laws of the jurisdiction state of its formation incorporation which is or could become applicable to any Buyer the Subscriber as a result of the transactions contemplated by this Subscription Agreement, including, including without limitation, the Company’s 's issuance of the Securities and any Buyer’s the Subscriber's ownership of the Securities. The Company has not adopted a stockholder shareholder rights plan or similar arrangement relating to accumulations of beneficial ownership of Common Stock or a change in control of the Company.
Appears in 6 contracts
Samples: Subscription Agreement (Intraware Inc), Subscription Agreement (Intraware Inc), Subscription Agreement (Securecare Technologies 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, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Certificate Company’s Articles of Incorporation or the laws of the jurisdiction of its formation which is or could become applicable to any Buyer the Purchaser as a result of the transactions contemplated by this AgreementAgreement and/or the other Transaction Documents, including, without limitation, the Company’s issuance of the Securities and any BuyerPurchaser’s ownership of the Securities. The Company has not adopted a stockholder rights plan or similar arrangement relating to accumulations of beneficial ownership of Common Stock or a change in control of the Company.
Appears in 5 contracts
Samples: Securities Purchase Agreement (Viking Energy Group, Inc.), Securities Purchase Agreement (Camber Energy, Inc.), Securities Purchase Agreement (Camber Energy, 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, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Certificate Articles of Incorporation or the laws of the jurisdiction of its formation which is or could become applicable to any Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company’s 's issuance of the Securities and any Buyer’s 's ownership of the Securities. The Company has not adopted a stockholder shareholder rights plan or similar arrangement relating to accumulations of beneficial ownership of Common Stock or a change in control of the Company.
Appears in 5 contracts
Samples: Securities Purchase Agreement (Ener-Core Inc.), Securities Purchase Agreement (Ener-Core Inc.), Securities Purchase Agreement (Ener-Core 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, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Certificate of Incorporation or any certificates of designations or the laws of the jurisdiction of its formation or incorporation which is or could become applicable to any Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company’s issuance of the Securities and any Buyer’s ownership of the Securities. The Company has not adopted a stockholder rights plan or similar arrangement relating to accumulations of beneficial ownership of Common Stock or a change in control of the Company.
Appears in 5 contracts
Samples: Securities Purchase Agreement (Cano Petroleum, Inc), Securities Purchase Agreement (Brooke Corp), Securities Purchase Agreement ('Mktg, 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, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision provisions under the Certificate Company’s certificate of Incorporation incorporation, as amended, or the laws of the jurisdiction of its formation which is that are or could become applicable to any Buyer Purchaser as a result of the transactions contemplated by this AgreementAgreement and/or the other Transaction Documents, including, without limitation, the Company’s issuance of the Securities and any Buyereach Purchaser’s ownership of the Securities. The Company has not adopted a stockholder rights plan or similar arrangement relating to accumulations of beneficial ownership of Common Stock or a change in control of the Company.
Appears in 4 contracts
Samples: Securities Purchase Agreement (Madison Technologies Inc.), Securities Purchase Agreement (AmeriCrew Inc.), Securities Purchase Agreement (PhoneBrasil International Inc)
Application of Takeover Protections; Rights Agreement. The Company and its board of directors have has 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 Certificate of Incorporation or the laws of the jurisdiction of its formation which is or could become applicable to any Buyer Purchaser as a result of the transactions contemplated by this Agreement, including, without limitation, the Company’s issuance of the Securities Shares and any BuyerPurchaser’s ownership of the SecuritiesShares. The Company has not adopted a stockholder rights plan or similar arrangement relating to accumulations of beneficial ownership of Common Stock or a change in control of the Company.
Appears in 4 contracts
Samples: Common Stock Purchase Agreement (Mattersight Corp), Common Stock Purchase Agreement (Mattersight Corp), Common Stock Purchase Agreement (Mattersight Corp)
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 Certificate Articles of Incorporation of the Company or the laws of the jurisdiction of its formation which is or could become applicable to any Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company’s 's issuance of the Securities and any Buyer’s 's ownership of the Securities. The Company has not adopted a stockholder rights plan or similar arrangement relating to accumulations of beneficial ownership of Common Stock or a change in control of the Company.
Appears in 4 contracts
Samples: Securities Purchase Agreement (Maverick Oil & Gas, Inc.), Securities Purchase Agreement (Maverick Oil & Gas, Inc.), Securities Purchase Agreement (Maverick Oil & Gas, Inc.)
Application of Takeover Protections; Rights Agreement. The Company and its board of directors the Board 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 Certificate of Incorporation or any certificates of designations or the laws of the jurisdiction of its formation which is or could become applicable incorporation to any Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company’s issuance of the Securities in accordance with the terms hereof and any Buyer’s ownership of the Securities. The Except as set forth on Schedule 3(x), the Company has not adopted a stockholder rights plan or similar arrangement relating to accumulations of beneficial ownership of Common Stock or a change in control of the Company.
Appears in 4 contracts
Samples: Securities Purchase Agreement (Sonterra Resources, Inc.), Securities Exchange Agreement (Sonterra Resources, Inc.), Securities Purchase Agreement (Sonterra Resources, 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, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Certificate Articles of Incorporation Association (as defined in Section 3(r)) or the laws of the jurisdiction of its formation which is or could become applicable to any Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company’s 's issuance of the Securities and any Buyer’s 's ownership of the Securities. The Company has not adopted a stockholder shareholder rights plan or similar arrangement relating to accumulations of beneficial ownership of Common Stock Ordinary Shares or a change in control of the Company.
Appears in 4 contracts
Samples: Securities Purchase Agreement (Commtouch Software LTD), Securities Purchase Agreement (Commtouch Software LTD), Securities Purchase Agreement (Commtouch Software 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, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Certificate of Incorporation or any certificates of designations or the laws of the jurisdiction State of its formation which is or could become applicable Delaware to any Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company’s issuance of the Securities in accordance with the terms hereof and any Buyer’s ownership and voting (in the case of the Shares) of the Securities. The Company has not adopted a stockholder rights plan or similar arrangement relating to accumulations of beneficial ownership of Common Stock or a change in control of the Company.
Appears in 4 contracts
Samples: Securities Purchase Agreement (Averion International Corp.), Securities Purchase Agreement (Cumulus Investors LLC), Securities Purchase Agreement (Cumulus Investors LLC)
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 Certificate of Incorporation (as defined in Section 3(r)) or the laws of the jurisdiction of its formation which is or could become applicable to any Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company’s 's issuance of the Securities and any Buyer’s 's ownership of the Securities. The Company has not adopted a stockholder rights plan or similar arrangement relating to accumulations of beneficial ownership of Common Stock or a change in control of the Company.
Appears in 4 contracts
Samples: Securities Purchase Agreement (Liquidmetal Technologies Inc), Securities Purchase Agreement (MGT Capital Investments Inc), Securities Purchase Agreement (KIT Digital, Inc.)
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 Certificate of Incorporation or the laws of the jurisdiction of its formation which is or could become applicable to any Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company’s 's issuance of the Securities and any Buyer’s 's ownership of the Securities. The Company has not adopted a stockholder rights plan or similar arrangement relating to accumulations of beneficial ownership of Common Stock or a change in control of the CompanyCompany (each "Rights Plan").
Appears in 4 contracts
Samples: Securities Purchase Agreement (Kimberlin Kevin), Securities Purchase Agreement (Minrad International, Inc.), Securities Purchase Agreement (Minrad International, 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, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Certificate of Incorporation or the laws of the jurisdiction State of its formation Delaware which is or could become applicable to any Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company’s issuance of the Securities and any Buyer’s ownership of the Securities. The Company has not adopted a stockholder rights plan or similar arrangement relating to accumulations of beneficial ownership of Common Stock or a change in control of the Company.
Appears in 4 contracts
Samples: Securities Purchase Agreement (Marshall Edwards Inc), Securities Purchase Agreement (Marshall Edwards Inc), Securities Purchase Agreement (Metalico Inc)
Application of Takeover Protections; Rights Agreement. The Company and its board of directors the Board 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 Certificate of Incorporation or the laws of the jurisdiction of its formation or otherwise which is or could become applicable to any Buyer Investor as a result of the transactions contemplated by this Agreement, including, without limitation, the Company’s issuance of the Securities and any BuyerInvestor’s ownership of the Securities. The Company has not adopted a stockholder rights plan or similar arrangement relating to accumulations of beneficial ownership of capital stock (including Common Stock Stock) or a change in control of the CompanyCompany which will apply to any of the Investors.
Appears in 4 contracts
Samples: Securities Purchase Agreement (WorldSpace, Inc), Amendment, Redemption and Exchange Agreement (WorldSpace, Inc), Amendment and Exchange Agreement (WorldSpace, 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, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Certificate Articles of Incorporation or the laws of the jurisdiction of its formation incorporation which is or could become applicable to any Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company’s issuance of the Securities and any Buyer’s ownership of the Securities. The Company has not adopted a stockholder rights plan or similar arrangement relating to accumulations of beneficial ownership of Common Stock or a change in control of the Company.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Magnetar Capital Partners LP), Securities Purchase Agreement (Think Partnership Inc), Securities Purchase Agreement (Think Partnership 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, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Certificate of Incorporation or the laws of the jurisdiction of its formation which is or could become applicable to any Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company’s issuance of the Securities and any Buyer’s ownership of the Securities. The Company has not adopted a stockholder rights plan or similar arrangement relating to accumulations of beneficial ownership of Company Common Stock or a change in control of the Company.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Microvision Inc), Securities Purchase Agreement (Microvision Inc), Securities Purchase Agreement (Microvision 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 Securities and any Buyer’s ownership of the Securities from the provisions of any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) combination or other similar anti-takeover provision under the Certificate of Incorporation of the Company or the laws of the jurisdiction state of its formation incorporation which is or could become applicable to any Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company’s issuance of the Securities and any Buyer’s ownership of the Securities. The Company has does not adopted a have any stockholder rights plan or similar arrangement relating to accumulations of beneficial ownership of Common Stock or a change in control of the Company.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Immunicon Corp), Securities Purchase Agreement (Stereotaxis, Inc.), Securities Purchase Agreement (Stereotaxis, 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, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Certificate Company’s Articles of Incorporation or the laws of the jurisdiction of its formation which is or could become applicable to any Buyer the Purchasers as a result of the transactions contemplated by this AgreementAgreement and/or the other Transaction Documents, including, without limitation, the Company’s issuance of the Securities and any Buyer’s Purchasers’ ownership of the Securities. The Company has not adopted a stockholder rights plan or similar arrangement relating to accumulations of beneficial ownership of Common Stock or a change in control of the Company.
Appears in 3 contracts
Samples: Securities Purchase Agreement (HyreCar Inc.), Securities Purchase Agreement (Co-Diagnostics, Inc.), Securities Purchase Agreement (Co-Diagnostics, 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, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Certificate of Incorporation or the laws of the jurisdiction State of its formation Delaware which is or could become applicable to any Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company’s 's issuance of the Securities and any Buyer’s 's ownership of the Securities. The Company has not adopted a stockholder rights plan or similar arrangement relating to accumulations of beneficial ownership of Common Stock or a change in control of the Company.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Flagship Global Health, Inc.), Securities Purchase Agreement (LOCAL.COM), Securities Purchase Agreement (Vector Group 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, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Certificate Articles of Incorporation or the laws of the jurisdiction State of its formation Nevada which is or could become applicable to any Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company’s 's issuance of the Securities and any Buyer’s 's ownership of the Securities. The Company has not adopted a stockholder rights plan or similar arrangement relating to accumulations of beneficial ownership of Common Stock or a change in control of the Company.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Msgi Security Solutions, Inc), Securities Purchase Agreement (Msgi Security Solutions, Inc), Securities Purchase Agreement (Universal Travel Group)
Application of Takeover Protections; Rights Agreement. The Company and its board of directors Board have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, “poison pill pill” (including any distribution under a rights agreement) or other similar anti-takeover provision under the Certificate of Incorporation or the laws of the jurisdiction State of its formation Delaware which is or could become applicable to any Buyer as a result of the transactions contemplated by this AgreementAgreement and the other Transaction Documents, including, without limitation, the Company’s issuance of the Securities Shares and the Conversion Shares upon conversion of the Preferred Stock and any Buyer’s ownership of the SecuritiesShares. The Company has not adopted a stockholder rights plan or similar arrangement relating to accumulations of beneficial ownership of Common Stock or a change in control of the Company.
Appears in 3 contracts
Samples: Stock Purchase Agreement (Carlyle Group L.P.), Stock Purchase Agreement (Avenue Capital Management II, L.P.), Stock Purchase Agreement (Solus Alternative Asset Management LP)
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 Certificate Notice of Incorporation Articles and Articles or the laws of the jurisdiction of its formation or incorporation which is or could become applicable to any Buyer Purchaser as a result of the transactions contemplated by this Agreement, including, without limitation, the Company’s issuance of the Securities Notes and Common Shares upon conversion thereof and any BuyerPurchaser’s ownership of the SecuritiesNotes or Common Shares. The Company has not adopted a stockholder shareholder rights plan or similar arrangement relating to accumulations of beneficial ownership of Common Stock Shares or a change in control of the Company.
Appears in 3 contracts
Samples: Series B Note Purchase Agreement (Storm Cat Energy CORP), Series a Note Purchase Agreement (Storm Cat Energy CORP), Series a Note Purchase Agreement (Storm Cat Energy CORP)
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 Certificate of Incorporation Formation or the laws of the jurisdiction State of its formation Texas which is or could become applicable to any Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, including the Company’s issuance of the Securities and any Buyer’s ownership of the Securities. The Company has not adopted a stockholder rights plan or similar arrangement relating to accumulations of beneficial ownership of Common Stock or a change in control of the Company.
Appears in 2 contracts
Samples: Securities Purchase Agreement (S7 Finance B.V.), Securities Purchase Agreement (MoneyOnMobile, 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, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Certificate of Incorporation (as defined in Section 3(r)) or the laws of the jurisdiction of its formation which is or could become applicable to any Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company’s issuance of the Securities and any Buyer’s ownership of the Securities. The Company has not adopted a stockholder rights plan or similar arrangement relating to accumulations of beneficial ownership of Common Stock or a change in control of the Company.
Appears in 2 contracts
Samples: Securities Purchase Agreement (A123 Systems, Inc.), Securities Purchase Agreement (A123 Systems, 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, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Certificate Company’s articles of Incorporation incorporation or the laws of the jurisdiction of its formation which is or could become applicable to any Buyer Potential Investor as a result of the transactions contemplated by this the Purchase Agreement, including, without limitation, the Company’s issuance of the Securities and any BuyerPotential Investor’s ownership of the Securities. The Company has not adopted a stockholder shareholder rights plan or similar arrangement relating to accumulations of beneficial ownership of Common Stock or a change in control of the Company.
Appears in 2 contracts
Samples: Placement Agency Agreement, Placement Agency Agreement (Monaker Group, 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, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Certificate of Incorporation or the laws of the jurisdiction of its formation which is or could become applicable to any Buyer Purchaser as a result of the transactions contemplated by this Agreement, including, without limitation, the Company’s issuance of the Securities and any BuyerPurchaser’s ownership of the Securities. The Company has not adopted a stockholder rights plan or similar arrangement relating to accumulations of beneficial ownership of Common Stock or a change in control of the Company.
Appears in 2 contracts
Samples: Note Purchase Agreement (Providence Service Corp), Note Purchase Agreement (Providence Service Corp)
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 Certificate of Incorporation (as defined in Section 3(q)) or the laws of the jurisdiction state of its formation incorporation which is or could become applicable to any Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company’s issuance of the Securities and any Buyer’s ownership of the Securities. The Company has not adopted a stockholder rights plan or similar arrangement relating to accumulations of beneficial ownership of Common Stock or a change in control of the Company.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Integrated Biopharma Inc), Securities Purchase Agreement (Artemis International Solutions Corp)
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 Certificate Articles of Incorporation or the laws of the jurisdiction of its formation which is or could become applicable to any Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company’s 's issuance of the Securities and any Buyer’s 's ownership of the Securities. The Company has not adopted a stockholder rights plan or similar arrangement relating to accumulations of beneficial ownership of Common Stock or a change in control of the Company.Company ..
Appears in 2 contracts
Samples: Securities Purchase Agreement (Broadcast International Inc), Securities Purchase Agreement (China VoIP & Digital Telecom 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 any distribution under a rights agreement) or other similar anti-takeover provision under the Certificate of Incorporation Incorporation, Bylaws or other organizational documents or the laws of the jurisdiction of its formation which is or could become applicable to any Buyer the Investor as a result of the transactions contemplated by this Agreement, including, without limitation, the Company’s 's issuance of the Securities and any Buyer’s the Investor's ownership of the Securities. The Company has not adopted a stockholder rights plan or similar arrangement relating to accumulations of beneficial ownership of Common Stock or a change in control of the CompanyCompany or any of its Subsidiaries.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Great Basin Scientific, Inc.), Securities Purchase Agreement (Great Basin Scientific, 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, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s Certificate of Incorporation or the laws of the jurisdiction of its formation which is or could become applicable to any Buyer Purchaser as a result of the transactions contemplated by this Agreement, including, without limitation, the Company’s issuance of the Securities and any BuyerPurchaser’s ownership of the Securities. The Company has not adopted a stockholder rights plan or similar arrangement relating to accumulations of beneficial ownership of Common Stock or a change in control of the Company.
Appears in 2 contracts
Samples: Secured Convertible Note Purchase and Security Agreement (Acer Therapeutics Inc.), Convertible Note and Warrant Purchase Agreement (Quantum Fuel Systems Technologies Worldwide, 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, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Certificate of Incorporation (as defined in Section 3(q)) or the laws of the jurisdiction state of its formation incorporation which is or could become applicable to any Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company’s issuance of the Securities and any Buyer’s ownership of the Securities. The Company has not adopted a stockholder rights plan or similar arrangement relating to accumulations of beneficial ownership of Company Common Stock or a change in control of the Company.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Supergen Inc), Securities Purchase Agreement (Supergen 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, business combination, interested stockholder, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Certificate of Incorporation or other organizational documents or the laws of the jurisdiction of its formation which is are or could become applicable to any Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company’s issuance of the Securities and any Buyer’s ownership of the Securities. The Company has does not adopted have in effect a stockholder rights plan or similar arrangement relating to accumulations of beneficial ownership of Common Stock or a change in control of the CompanyStock.
Appears in 2 contracts
Samples: Securities Purchase Agreement, Securities Purchase Agreement (Comscore, 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, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Certificate Articles of Incorporation or any certificates of designations or the laws of the jurisdiction of its formation or incorporation which is or could become applicable to any Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company’s 's issuance of the Securities and any Buyer’s 's ownership of the Securities. The Company has not adopted a stockholder rights plan or similar arrangement relating to accumulations of beneficial ownership of Common Stock or a change in control of the Company.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Usa Technologies Inc), Securities Purchase Agreement (Usa Technologies 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, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Certificate Articles of Incorporation (as defined in Section 3(r)) or the laws of the jurisdiction of its formation which is or could become applicable to any Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company’s 's issuance of the Securities and any Buyer’s 's ownership of the Securities. The Company has not adopted a stockholder rights plan or similar arrangement relating to accumulations of beneficial ownership of Common Stock or a change in control of the Company.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Genesis Biopharma, Inc), Securities Purchase Agreement (Advanced Cannabis Solutions, 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, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Certificate of Incorporation Company’s charter or the laws of the jurisdiction of its formation which is or could become applicable to any Buyer Purchaser as a result of the transactions contemplated by this Agreement, including, without limitation, the Company’s issuance of the Securities and any BuyerPurchaser’s ownership of the Securities. The Company has not adopted a stockholder rights plan or similar arrangement relating to accumulations of beneficial ownership of Common Stock or a change in control of the Company.
Appears in 2 contracts
Samples: Unit Purchase Agreement (Vertex Energy Inc.), Unit Purchase Agreement (Vertex Energy Inc.)
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 Certificate of Incorporation or the laws of the jurisdiction of its formation which is or could become applicable to any Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company’s issuance of the Securities and any Buyer’s ownership of the Securities. The Company has not adopted a stockholder rights plan or similar arrangement relating to accumulations of beneficial ownership of Common Stock or a change in control of the Company.
Appears in 2 contracts
Samples: Subordination Agreement (Ener-Core, Inc.), Securities Purchase Agreement (Kentucky USA Energy, 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 Securities and any Investor’s ownership of the Securities from the provisions of any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) combination or other similar anti-takeover provision under the Certificate of Incorporation of the Company or the laws of the jurisdiction state of its formation incorporation which is or could become applicable to any Buyer Investor as a result of the transactions contemplated by this Agreement, including, without limitation. Except as described in the Registration Statement and the General Disclosure Package, the Company’s issuance of the Securities and Company does not have any Buyer’s ownership of the Securities. The Company has not adopted a stockholder rights plan or similar arrangement relating to accumulations of beneficial ownership of Common Stock or a change in control of the Company.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Nanogen Inc), Securities Purchase Agreement (Nanogen 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, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Certificate of Incorporation or the laws of the jurisdiction of its formation or otherwise which is or could become applicable to any Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company’s 's issuance of the Securities and any Buyer’s 's ownership of the Securities. The Company has not adopted a stockholder rights plan or similar arrangement relating to accumulations of beneficial ownership capital stock (including, without limitation, of Class A Common Stock Stock) or a change in of control of the Company.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Clearwire Corp), Securities Purchase Agreement (Clearwire Corp)
Application of Takeover Protections; Rights Agreement. The Company and its board of directors Board have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, “poison pill pill” (including any distribution under a rights agreement) or other similar anti-takeover provision under the Certificate of Incorporation or the laws of the jurisdiction State of its formation Delaware which is or could become applicable to any Buyer Holder as a result of the transactions contemplated by this AgreementAgreement and the other Transaction Documents, including, without limitation, the Company’s issuance of the Securities Shares and any BuyerHolder’s ownership of the SecuritiesShares. The Company has not adopted a stockholder rights plan or similar arrangement relating to accumulations of beneficial ownership of Common Stock or a change in control of the Company.
Appears in 2 contracts
Samples: Exchange Agreement (Carlyle Group L.P.), Exchange Agreement (Solus Alternative Asset Management LP)
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 Certificate Company’s Articles of Incorporation or the laws of the jurisdiction of its formation which is or could become applicable to any Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company’s issuance of the Securities and any Buyer’s ownership of the Securities. The Company has not adopted a stockholder rights plan or similar arrangement relating to accumulations of beneficial ownership of Common Stock or a change in control of the Company.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Atlas Technology Group, Inc.), Securities Purchase Agreement (Tribeworks 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, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-anti- takeover provision under the Certificate of Incorporation or the laws of the jurisdiction of its formation which is or could become applicable to any Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company’s issuance of the Securities and any Buyer’s ownership of the Securities. The Company has not adopted a stockholder rights plan or similar arrangement relating to accumulations of beneficial ownership of Common Stock or a change in control of the Company.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Ascendia Brands, Inc.), Securities Purchase Agreement (Ascendia Brands, 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, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Certificate Company’s articles of Incorporation incorporation or the laws of the jurisdiction of its formation which that is or could become applicable to any Buyer purchaser as a result of the transactions contemplated by this Agreement, including, without limitation, the Company’s issuance of the Securities and any Buyerpurchaser’s ownership of the Securities. The Company has not adopted a stockholder shareholder rights plan or similar arrangement relating to accumulations of beneficial ownership of Common Stock common stock or a change in control of the Company.
Appears in 2 contracts
Samples: Agency Agreement (Uroplasty Inc), Agency Agreement (Uroplasty 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, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Certificate Articles of Incorporation of the Company or the laws of the jurisdiction of its formation which is or could become applicable to any Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company’s issuance of the Securities and any Buyer’s ownership of the Securities. The Company has not adopted a stockholder rights plan or similar arrangement relating to accumulations of beneficial ownership of Common Stock or a change in control of the Company.
Appears in 2 contracts
Samples: Securities Purchase Agreement (PNG Ventures Inc), Securities Exchange Agreement (Maverick Oil & Gas, 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, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Certificate Articles of Incorporation or the laws of the jurisdiction of its formation or otherwise which is or could become applicable to any Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company’s 's issuance of the Securities and any Buyer’s 's ownership of the Securities. The Company has not adopted a stockholder shareholder rights plan or similar arrangement relating to accumulations of beneficial ownership of Common Stock Shares or a change in control of the Company.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Mitel Networks Corp), Securities Purchase Agreement (Mitel Networks Corp)
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 Certificate of Incorporation or the laws of the jurisdiction of its formation which is or could become applicable to any Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company’s 's issuance of the Securities and any Buyer’s 's ownership of the Securities. The Company has not adopted a stockholder rights plan or similar arrangement relating to accumulations of beneficial ownership of Common Stock or a change in control of the Company.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Uni-Pixel), Securities Purchase Agreement (Spatialight 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, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Certificate Articles of Incorporation or the laws of the jurisdiction of its formation incorporation which is or could become applicable to any Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company’s issuance of the Securities and any Buyer’s ownership of the Securities. The Company has not adopted a stockholder shareholder rights plan or similar arrangement relating to accumulations of beneficial ownership of Common Stock Shares or a change in control of the Company.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Telkonet Inc), Securities Purchase Agreement (NGAS Resources 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 any distribution under a rights agreement) or other similar anti-takeover provision under the Certificate of Incorporation Incorporation, Bylaws or other organizational documents or the laws of the jurisdiction of its formation which is or could become applicable to any Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company’s issuance of the Securities and any Buyer’s ownership of the Securities. The Company has not adopted a stockholder rights plan or similar arrangement relating to accumulations of beneficial ownership of Common Stock or a change in control of the CompanyCompany or any of its Subsidiaries.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Great Basin Scientific, Inc.), Securities Purchase Agreement (Great Basin Scientific, 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, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-anti- takeover provision under the Certificate of Incorporation or the laws of the jurisdiction of its formation which is or could become applicable to any Buyer as a result of the transactions contemplated by this AgreementAgreement and/or the other Transaction Documents, including, without limitation, the Company’s issuance of the Securities and any Buyer’s ownership of the Securities. The Company has not adopted a stockholder rights plan or similar arrangement relating to accumulations of beneficial ownership of Common Stock or a change in control of the Company.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Ascendia Brands, Inc.), Securities Purchase Agreement (Ascendia Brands, 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, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Certificate of Incorporation or the laws of the jurisdiction of its formation which is or could become applicable to any Buyer the Investor as a result of the transactions contemplated by this Agreement, including, without limitation, the Company’s issuance of the Securities and any Buyerthe Investor’s ownership of the Securities. The Company has not adopted a stockholder shareholder rights plan or similar arrangement relating to accumulations of beneficial ownership of Common Stock Shares or a change in control of the Company.
Appears in 2 contracts
Samples: Subscription Agreement (ACCBT Corp.), Subscription Agreement (Brainstorm Cell Therapeutics 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, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Certificate Articles of Incorporation or the laws of the jurisdiction of its formation incorporation which is or could become applicable to any Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company’s 's issuance of the Securities and any Buyer’s 's ownership of the Securities. The Company has not adopted a stockholder shareholder rights plan or similar arrangement relating to accumulations of beneficial ownership of Common Stock or a change in control of the Company.
Appears in 1 contract
Samples: Securities Purchase Agreement (Devcon International Corp)
Application of Takeover Protections; Rights Agreement. The Company and its board of directors and shareholders 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 Certificate Company’s Articles of Incorporation or Bylaws or the laws of the jurisdiction of its formation or otherwise which is or could become applicable to any Buyer the Lender as a result of the transactions contemplated by this Agreement, including, without limitation, the Company’s issuance of the Securities and any Buyerthe Lender’s ownership of the Securities. The Company has not adopted a stockholder rights plan or similar arrangement relating to accumulations of beneficial ownership of Common Stock or a change in control of the Company.
Appears in 1 contract
Samples: Loan Restructuring Agreement (Broadcast International Inc)
Application of Takeover Protections; Rights Agreement. The Company and its board of directors the Board 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 Certificate of Incorporation or the laws of the jurisdiction state of its formation incorporation which is or could become applicable to any Buyer the Subscriber as a result of the transactions contemplated by this Agency Agreement, including, including without limitation, the Company’s 's issuance of the Securities and any Buyer’s the Subscriber's ownership of the Securities. The Company has not adopted a stockholder shareholder rights plan or similar arrangement relating to accumulations of beneficial ownership of Common Stock or a change in control of the Company.
Appears in 1 contract
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 Securities and any Buyer’s ownership of the Securities from the provisions of any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) combination or other similar anti-takeover provision under the Certificate of Incorporation of the Company or the laws of the jurisdiction state of its formation incorporation which is or could become applicable to any Buyer as a result of the transactions contemplated by this Agreement, including, without limitation. Except as described in the Registration Statement and the General Disclosure Package, the Company’s issuance of the Securities and Company does not have any Buyer’s ownership of the Securities. The Company has not adopted a stockholder rights plan or similar arrangement relating to accumulations of beneficial ownership of Common Stock or a change in control of the Company.
Appears in 1 contract
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 Certificate of Incorporation or the laws of the jurisdiction State of its formation Delaware which is or could become applicable to any Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company’s issuance of the Securities and any Buyer’s ownership of the Securities. The Company has not adopted a stockholder rights plan or similar arrangement relating to accumulations of beneficial ownership of Common Stock or a change in control of the Company.
Appears in 1 contract
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 Certificate Articles of Incorporation of the Company or the laws of the jurisdiction of its formation incorporation which is or could become applicable to any the Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company’s issuance of the Securities shares of the Common Stock and any the Buyer’s ownership of the Securitiesshares of the Common Stock. The Company has not adopted a stockholder rights plan or similar arrangement relating to accumulations of beneficial ownership of shares of the Common Stock or a change in control of the Company.
Appears in 1 contract
Samples: Securities Purchase Agreement (Global Earth Energy, Inc.)
Application of Takeover Protections; Rights Agreement. The Company and its board of directors Board have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, “poison pill pill” (including any distribution under a rights agreement) or other similar anti-takeover provision under the Certificate of Incorporation or the laws of the jurisdiction State of its formation Delaware which is or could become applicable to any Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company’s issuance of the Securities and any Buyer’s ownership of the Securities. The Company has not adopted a stockholder rights plan or similar arrangement relating to accumulations of beneficial ownership of Common Stock or a change in control of the Company.
Appears in 1 contract
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 Certificate its certificate of Incorporation incorporation or the laws of the jurisdiction of its formation or otherwise which is or could become applicable to any Buyer Purchaser as a result of the transactions contemplated by this AgreementAgreement or any Transaction Document, including, without limitation, the Company’s issuance of the Securities Shares and any BuyerPurchaser’s ownership of the SecuritiesShares. The Company has not adopted a stockholder rights plan or similar arrangement relating to accumulations of beneficial ownership of Common Stock any of its common stock or a change in of control of the Company, respectively.
Appears in 1 contract
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 Certificate Company’s certificate of Incorporation incorporation or the laws of the jurisdiction of its formation or otherwise which is or could become applicable to any Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company’s issuance of the Securities and any Buyer’s ownership of the Securities. The Company has not adopted a stockholder rights plan or similar arrangement relating to accumulations of beneficial ownership of Common Stock or a change in control of the Company.
Appears in 1 contract
Samples: Securities Purchase Agreement (Modtech Holdings 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, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Certificate of Incorporation or the laws of the jurisdiction of its formation which is or could become applicable to any Buyer Investor as a result of the transactions contemplated by this Agreementthe Transaction Documents, including, without limitation, the Company’s issuance of the Securities and the Conversion Shares and any BuyerInvestor’s ownership of the SecuritiesSecurities and the Conversion Shares. The Company has not adopted a stockholder shareholder rights plan or similar arrangement relating to accumulations of beneficial ownership of Common Stock or a change in control of the Company.
Appears in 1 contract
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 Certificate of Incorporation or the laws of the jurisdiction of its formation which is or could become applicable to any Buyer the Holder as a result of the transactions contemplated by this Agreementthe Transaction Documents, including, without limitation, the Company’s issuance of the Securities and any Buyerthe Holder’s ownership of the Securities. The Company has not adopted a stockholder rights plan or similar arrangement relating to accumulations of beneficial ownership of Common Stock or a change in control of the Company.
Appears in 1 contract
Samples: Warrant Agreement (CampusU)
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 Certificate of Incorporation or the laws of the jurisdiction of its formation which is or could become applicable to any Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company’s issuance of the Securities and any Buyer’s ownership of the Securities. The Company has not adopted a stockholder rights plan or similar arrangement relating to accumulations of beneficial ownership of Common Stock or a change in control of the CompanyCompany (each, a “Rights Plan”).
Appears in 1 contract
Samples: Securities Purchase Agreement (Minrad International, 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, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Certificate of Incorporation or the laws of the jurisdiction State of its formation Delaware which is or could become applicable to any Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company’s issuance of the Securities and any Buyer’s ownership of the Securities. The Company has not adopted a stockholder shareholder rights plan or similar arrangement relating to accumulations of beneficial ownership of Common Stock or a change in control of the Company.
Appears in 1 contract
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 Certificate Articles of Incorporation or the laws of the jurisdiction state of its formation incorporation which is or could become applicable to any Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company’s issuance of the Securities and any Buyer’s ownership of the Securities. The Company has not adopted a stockholder shareholder rights plan or similar arrangement relating to accumulations of beneficial ownership of Common Stock or a change in control of the Company.
Appears in 1 contract
Samples: Securities Purchase Agreement (I2 Telecom International 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, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Certificate of Incorporation or the laws of the jurisdiction State of its formation Nevada which is or could become applicable to any Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company’s 's issuance of the Securities and any Buyer’s 's ownership of the Securities. The Company has not adopted a stockholder rights plan or similar arrangement relating to accumulations of beneficial ownership of Common Stock or a change in control of the Company.
Appears in 1 contract
Samples: Securities Purchase Agreement (China Bak Battery 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, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Certificate of Incorporation or the laws of the jurisdiction of its formation which is or could become applicable to any Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company’s issuance of the Securities and any Buyer’s ownership of the Securities. The Company has not adopted a stockholder shareholder rights plan or similar arrangement relating to accumulations of beneficial ownership of Common Stock or a change in control of the Company.
Appears in 1 contract
Samples: Securities Purchase Agreement (Art Advanced Research Technologies Inc)
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 Certificate of Incorporation or the laws of the jurisdiction state of its formation incorporation which is or could become applicable to any Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company’s issuance of the Securities and any Buyer’s ownership of the Securities. The Company has not adopted a stockholder rights plan or similar arrangement relating to accumulations of beneficial ownership of Common Stock or a change in control of the Company.
Appears in 1 contract
Samples: Securities Purchase Agreement (Universal Food & Beverage Compny)
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 Certificate Company's Memorandum of Incorporation Association or Articles of Association ,or the laws of the jurisdiction of its formation which is or could become applicable to any Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company’s 's issuance of the Company Securities and any Buyer’s 's ownership of the Securities. The Company has not adopted a stockholder shareholder rights plan or similar arrangement relating to accumulations of beneficial ownership of Common Stock Shares or a change in control of the Company.
Appears in 1 contract
Samples: Securities Purchase Agreement (A-Power Energy Generation Systems, 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, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Certificate of Incorporation or the laws of the jurisdiction state of its formation incorporation which is or could become applicable to any Buyer the Buyers as a result of the transactions contemplated by this Agreement, including, without limitation, the Company’s issuance of the Securities Shares and any the Buyer’s ownership of the SecuritiesShares. The Company has not adopted a stockholder shareholder rights plan or similar arrangement relating to accumulations of beneficial ownership of Common Stock or a change in control of the Company.
Appears in 1 contract
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 Certificate of Incorporation or any certificates of designations or the laws of the jurisdiction of its formation which is or could become applicable incorporation to any Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company’s issuance of the Securities in accordance with the terms hereof and any Buyer’s ownership of the Securities. The Company has not adopted a stockholder rights plan or similar arrangement relating to accumulations of beneficial ownership of Common Stock or a change in control of the Company.
Appears in 1 contract
Samples: Securities Purchase Agreement (Gulf Western Petroleum Corp)
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 Certificate of Incorporation or the laws of the jurisdiction of its formation which is or could become applicable to any Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company’s issuance of the Securities Shares and any Buyer’s ownership of the SecuritiesShares. The Company has not adopted a stockholder rights plan or similar arrangement relating to accumulations of beneficial ownership of Common Stock or a change in control of the Company.
Appears in 1 contract
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 provisions under the Certificate Company's Articles of Incorporation or the laws of the jurisdiction of its formation which is that are or could become applicable to any Buyer the Purchasers as a result of the transactions contemplated by this AgreementAgreement and/or the other Documents, including, without limitation, the Company’s 's issuance of the Securities and any Buyer’s each Purchaser's ownership of the Securities. The Company has not adopted a stockholder rights plan or similar arrangement relating to accumulations of beneficial ownership of Common Stock or a change in control of the Company.
Appears in 1 contract
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 Certificate Articles of Incorporation or the laws of the jurisdiction State of its formation Nevada which is or could become applicable to any Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company’s issuance of the Securities Common Shares and any Buyer’s ownership of the SecuritiesCommon Shares. The Company has not adopted a stockholder rights plan or similar arrangement relating to accumulations of beneficial ownership of Common Stock or a change in control of the Company.
Appears in 1 contract
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 Certificate of Incorporation Incorporation, Bylaws or other organizational documents or the laws of the jurisdiction of its formation which is or could become applicable to any Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company’s issuance of the Securities and any Buyer’s ownership of the Securities. The Company has not adopted a stockholder rights plan or similar arrangement relating to accumulations of beneficial ownership of Common Stock or a change in control of the CompanyCompany or any of its Subsidiaries.
Appears in 1 contract
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 Certificate of Incorporation or the laws of the jurisdiction of its formation incorporation which is or could become applicable to any Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company’s issuance of the Securities and any Buyer’s ownership of the Securities. The Company has not adopted a stockholder rights plan or similar arrangement relating to accumulations of beneficial ownership of Common Stock or a change in control of the Company.
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Samples: Securities Purchase Agreement (GreenHunter Energy, Inc.)
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 Certificate of Incorporation or the laws of the jurisdiction of its formation which is or could become applicable to any the Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company’s issuance of the Securities and any Buyer’s ownership of the Securities. The Company has not adopted a stockholder rights plan or similar arrangement relating to accumulations of beneficial ownership of Common Stock or a change in control of the Company.
Appears in 1 contract
Samples: Securities Purchase Agreement (Cheetah Oil & Gas Ltd.)
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 Certificate its certificate of Incorporation incorporation or the laws of the jurisdiction of its formation or otherwise which is or could become applicable to any Buyer Purchaser as a result of the transactions contemplated by this AgreementAgreement or any Transaction Document, including, without limitation, the Company’s issuance of the Securities and any BuyerPurchaser’s ownership of the SecuritiesShares. The Company has not adopted a stockholder rights plan or similar arrangement relating to accumulations of beneficial ownership of Common Stock any of its common stock or a change in of control of the Company, respectively.
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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 Certificate Articles of Incorporation or the laws of the jurisdiction State of its formation Nevada which is or could become applicable to any Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company’s 's issuance of the Securities Common Shares and any Buyer’s 's ownership of the SecuritiesCommon Shares. The Company has not adopted a stockholder rights plan or similar arrangement relating to accumulations of beneficial ownership of Common Stock or a change in control of the Company.
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Application of Takeover Protections; Rights Agreement. The Company and its board of directors the Board 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 Certificate Articles of Incorporation or the laws of the jurisdiction state of its formation incorporation which is or could become applicable to any Buyer the Subscriber as a result of the transactions contemplated by this Agreement, including, including without limitation, the Company’s 's issuance of the Securities Shares and any Buyer’s the Subscriber's ownership of the SecuritiesShares. The Company has not adopted a stockholder shareholder rights plan or similar arrangement relating to accumulations of beneficial ownership of Common Stock or a change in control of the Company.
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Samples: Placement Agency Agreement (Proxymed Inc /Ft Lauderdale/)
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 Certificate of Incorporation or any certificates of designations or the laws of the jurisdiction of its formation or incorporation which is or could become applicable to any Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company’s issuance of the Securities Common Shares and any Buyer’s ownership of the SecuritiesCommon Shares. The Company has not adopted a stockholder rights plan or similar arrangement relating to accumulations of beneficial ownership of Common Stock or a change in control of the Company.
Appears in 1 contract
Samples: Securities Purchase Agreement (Cano Petroleum, 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, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Certificate of Incorporation or the laws of the jurisdiction state of its formation incorporation which is or could become applicable to any Buyer the Buyers as a result of the transactions contemplated by this Agreement, including, without limitation, the Company’s issuance of the Securities Shares and any the Buyer’s ownership of the SecuritiesShares . The Company has not adopted a stockholder shareholder rights plan or similar arrangement relating to accumulations of beneficial ownership of Common Stock or a change in control of the Company.
Appears in 1 contract
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 Certificate its certificate of Incorporation incorporation or the laws of the jurisdiction of its formation incorporation or otherwise which is or could become applicable to any Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company’s issuance of the Securities and any Buyer’s ownership of the Securities. The Company has not adopted a stockholder rights plan or similar arrangement relating to accumulations of beneficial ownership of Common Stock or a change in control of the Company.
Appears in 1 contract
Samples: Securities Purchase Agreement (City Language Exchange 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, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Certificate of Incorporation or the laws of the jurisdiction of its formation incorporation which is or could become applicable to any Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company’s 's issuance of the Securities and any Buyer’s 's ownership of the Securities. The Company has not adopted a stockholder rights plan or similar arrangement relating to accumulations of beneficial ownership of Common Stock or a change in control of the Company.
Appears in 1 contract
Samples: Securities Purchase Agreement (Charys Holding Co 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, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Certificate Company’s certificate of Incorporation incorporation or the laws of the jurisdiction of its formation which is or could become applicable to any Buyer Potential Investor as a result of the transactions contemplated by this the Purchase Agreement, including, without limitation, the Company’s issuance of the Securities and any BuyerPotential Investor’s ownership of the Securities. The Company has not adopted a stockholder rights plan or similar arrangement relating to accumulations of beneficial ownership of Common Stock or Preferred Stock or a change in control of the Company.
Appears in 1 contract
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 Certificate Memorandum of Incorporation Association or Articles of Association or the laws of the jurisdiction of its formation incorporation which is or could become applicable to any Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company’s issuance of the Securities and any Buyer’s ownership of the Securities. The Company has not adopted a stockholder rights plan or similar arrangement relating to accumulations of beneficial ownership of Common Stock or a change in control of the Company.
Appears in 1 contract
Samples: Securities Purchase Agreement (China Technology Development Group Corp)
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 Certificate of Incorporation or the laws of the jurisdiction State of its formation Delaware which is or could become applicable to any Buyer Purchaser as a result of the transactions contemplated by this Agreement, including, without limitation, the Company’s 's issuance of the Securities and any Buyer’s Purchaser ownership of the Securities. The Company has not adopted a stockholder shareholder rights plan or similar arrangement relating to accumulations of beneficial ownership of Common Stock its common stock or a change in control of the Company.
Appears in 1 contract
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 Certificate certificate of Incorporation incorporation or the laws of the jurisdiction of its formation which is or could become applicable to any Buyer the Purchaser as a result of the transactions contemplated by this Agreement, including, without limitation, the Company’s issuance of the Securities Shares and any Buyerthe Purchaser’s ownership of the SecuritiesShares. The Company has not adopted a stockholder rights plan or similar arrangement relating to accumulations of beneficial ownership of Common Stock or a change in control of the Company.
Appears in 1 contract
Samples: Common Stock Purchase Agreement (Arena Group Holdings, 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, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Certificate of Incorporation or the laws of the jurisdiction of its formation or otherwise which is or could become applicable to any Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company’s 's issuance of the Securities and any Buyer’s 's ownership of the Securities. The Company has not adopted a stockholder rights plan or similar arrangement relating to accumulations of beneficial ownership of Common Stock or a change in control of the Company.
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Application of Takeover Protections; Rights Agreement. The Company and its board of directors or other similar governing body 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 Certificate of Incorporation Constitution or the laws of the any jurisdiction of its formation which is or could become applicable to any Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company’s 's issuance of the Securities and any Buyer’s 's ownership of the Securities. The Company has not adopted a stockholder rights plan or similar arrangement relating to accumulations of beneficial ownership of Common Stock Ordinary Shares or a change in control of the Company.
Appears in 1 contract
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 Certificate Articles of Incorporation of the Company or the laws of the jurisdiction of its formation incorporation which is or could become applicable to any the Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company’s issuance of the Securities and any the Buyer’s ownership of the Securities. The Company has not adopted a stockholder rights plan or similar arrangement relating to accumulations of beneficial ownership of Common Stock or a change in control of the Company.
Appears in 1 contract
Samples: Securities Purchase Agreement (Global Earth Energy, Inc.)
Application of Takeover Protections; Rights Agreement. The Company and its board of directors the Board 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 Certificate of Incorporation or the laws of the jurisdiction state of its formation incorporation which is or could become applicable to any Buyer the Subscriber as a result of the transactions contemplated by this Agency Agreement, including, including without limitation, the Company’s issuance of the Securities and any Buyerthe Subscriber’s ownership of the Securities. The Company has not adopted a stockholder shareholder rights plan or similar arrangement relating to accumulations of beneficial ownership of Common Stock or a change in control of the Company.
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Application of Takeover Protections; Rights Agreement. The Company and its board of directors or other similar governing body 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 Certificate of Incorporation or the laws of the any jurisdiction of its formation which is or could become applicable to any Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company’s 's issuance of the Securities and any Buyer’s 's ownership of the Securities. The Company has not adopted a stockholder rights plan or similar arrangement relating to accumulations of beneficial ownership of Common Stock Ordinary Shares or a change in control of the Company.
Appears in 1 contract
