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 Articles of Incorporation or other organizational document or the laws of the jurisdiction of its 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 and its board of directors have taken all necessary action, if any, in order to render inapplicable any stockholder rights plan or similar arrangement relating to accumulations of beneficial ownership of shares of Common Stock or a change in control of the Company or any of the Subsidiaries.
Appears in 6 contracts
Samples: Securities Purchase Agreement (Freedom Leaf Inc.), Securities Purchase Agreement (Freedom Leaf Inc.), Securities Purchase Agreement (Valley Forge Composite 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 Articles Certificate of Incorporation or other organizational document (as defined in Section 3(p)) or the laws of the jurisdiction State of its incorporation or otherwise 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 and its board of directors have taken all necessary action, if any, in order to render inapplicable any stockholder rights plan or similar arrangement relating to accumulations of beneficial ownership of shares of Common Stock or a change in control of the Company or any of the SubsidiariesCompany.
Appears in 6 contracts
Samples: Securities Purchase Agreement (Minerva Neurosciences, Inc.), Securities Purchase Agreement (Electro Optical Sciences Inc /Ny), Form of Securities Purchase Agreement (Electro Optical Sciences Inc /Ny)
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 Articles Certificate of Incorporation or other organizational document (as defined in Section 3(q)) or the laws of the jurisdiction state of its 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 and its board of directors have taken all necessary action, if any, in order to render inapplicable any stockholder rights plan or similar arrangement relating to accumulations of beneficial ownership of shares of Common Stock or a change in control of the Company or any of the SubsidiariesCompany.
Appears in 5 contracts
Samples: Securities Purchase Agreement (Aeolus Pharmaceuticals, Inc.), Securities Purchase Agreement (Aeolus Pharmaceuticals, Inc.), Securities Purchase Agreement (Aeolus Pharmaceuticals, 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 Articles of Incorporation Incorporation, Bylaws or other organizational document documents or the laws of the jurisdiction of its 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 and its board of directors have taken all necessary action, if any, in order to render inapplicable any stockholder rights plan or similar arrangement relating to accumulations of beneficial ownership of shares of Common Stock or a change in control of the Company or any of the its Subsidiaries.
Appears in 5 contracts
Samples: Securities Purchase Agreement (Bovie Medical Corp), Securities Purchase Agreement (Royale Energy Inc), Securities Purchase Agreement (Nacel 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, interested stockholder, business combination, poison pill (including including, without limitation, any distribution under a rights agreement) or other similar anti-takeover provision under the Articles Certificate of Incorporation Incorporation, Bylaws or other organizational document or the laws of the jurisdiction of its incorporation or otherwise documents which is or could become applicable to any Buyer as a result of the consummation 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 and its board of directors have taken all necessary action, if any, in order to render inapplicable any stockholder rights plan or similar arrangement relating to accumulations of beneficial ownership of shares of Common Stock or a change in control of the Company or any of the SubsidiariesCompany.
Appears in 4 contracts
Samples: Securities Purchase Agreement (Atomera Inc), Securities Purchase Agreement (Atomera Inc), Securities Purchase Agreement (Mears 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 Articles Certificate of Incorporation or other organizational document (as defined in Section 3(r)) or the laws of the jurisdiction state of its 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 's issuance of the Securities and any Buyer’s 's ownership of the Securities. The Company and its board of directors have taken all necessary action, if any, in order to render inapplicable any stockholder rights plan or similar arrangement relating to accumulations of beneficial ownership of shares of Common Stock or a change in control of the Company or any of the SubsidiariesCompany.
Appears in 4 contracts
Samples: Securities Purchase Agreement (Applied Spectrum Technologies Inc), Securities Purchase Agreement (DigitalFX International Inc), Securities Purchase Agreement (Maple Mountain Explorations 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 Articles of Incorporation or other organizational document documents or the laws of the jurisdiction of its 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 and its board of directors have taken all necessary action, if any, in order to render inapplicable any stockholder rights plan or similar arrangement relating to accumulations of beneficial ownership of shares of Common Stock or a change in control of the Company or any of the its Subsidiaries.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Nutracea), Securities Purchase Agreement (Royale Energy Inc)
Application of Takeover Protections; Rights Agreement. The Company Corporation and its board of directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, interested stockholder, business combination, poison pill (including including, without limitation, any distribution under a rights agreement) ), stockholder rights plan or other similar anti-takeover provision under the Articles of Incorporation or other its organizational document documents or the laws of the jurisdiction of its incorporation or otherwise 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 Corporation and its board of directors have taken all necessary action, if any, in order to render inapplicable any stockholder rights plan agreement or similar arrangement relating to accumulations of beneficial ownership of shares of Common Stock the Securities or a change in control of the Company or any of the SubsidiariesCorporation.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Magnegas Applied Technology Solutions, Inc.), Securities Purchase Agreement (Magnegas Applied Technology Solutions, Inc.)
Application of Takeover Protections; Rights Agreement. The Company and its board of directors the Company Board 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 Articles Certificate of Incorporation Incorporation, Bylaws or other organizational document documents or the laws of the jurisdiction of its incorporation 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, including the Company’s issuance of the Securities and any BuyerInvestor’s ownership of the Securities. The Company and its board of directors the Company Board have taken all necessary action, if any, in order to render inapplicable any stockholder rights plan or similar arrangement relating to accumulations of beneficial ownership of shares of Common Stock or a change in control of the Company or any of the its Subsidiaries.
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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) shareholder rights plan or other similar anti-takeover provision under the Articles of Incorporation Charter or other organizational document documents or the laws of the jurisdiction of its incorporation or otherwise 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 and its board Board of directors Directors have taken all necessary action, if any, in order to render inapplicable any stockholder shareholder rights plan or similar arrangement relating to accumulations of beneficial ownership of shares of Common Stock or a change in control of the Company or any of the its Subsidiaries.
Appears in 1 contract
Samples: Purchase Agreement (Logiq, 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 Articles of Incorporation or other organizational document Incorporation, the Bylaws or the laws of the Xxxxxxxx Islands or any other applicable jurisdiction of its incorporation or otherwise which is or could become applicable to any Buyer the Subscriber as a result of the transactions contemplated by this Agreement, including, without limitation, the Company’s issuance of the Securities Shares and any Buyerthe Subscriber’s ownership of the SecuritiesShares. The Company and its board of directors have taken all necessary action, if any, in order to render inapplicable any stockholder shareholder rights plan or similar arrangement relating to accumulations of beneficial ownership of shares of Common Stock or a change in control of the Company or any of the SubsidiariesCompany.
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 Articles of Incorporation or other organizational document (as defined in Section 3(r)) or the laws of the jurisdiction State of its incorporation or otherwise 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 and any Buyer’s ownership of the Securities. The Company and its board of directors have taken all necessary action, if any, in order to render inapplicable any stockholder rights plan or similar arrangement relating to accumulations of beneficial ownership of shares of Common Stock or a change in control of the Company or any of the SubsidiariesCompany.
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 Articles of Incorporation or other organizational document or the laws of the jurisdiction of its incorporation or otherwise which is or could become applicable to any Buyer the Holder as a result of the transactions contemplated by this Agreement, including, without limitation, the Company’s issuance of the Securities and any Buyerthe Holder’s ownership of the Securities. The Company and its board of directors have taken all necessary action, if any, in order to render inapplicable any stockholder rights plan or similar arrangement relating to accumulations of beneficial ownership of shares of Common Stock Shares or a change in control of the Company or any of the Subsidiaries.
Appears in 1 contract
Samples: Exchange Agreement (Workstream 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 Articles Certificate of Incorporation or other organizational document (as defined in Section 3(r)) or the laws of the jurisdiction state of its 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 's issuance of the Securities and any Buyer’s 's ownership of the Securities. The Company and its board of directors have taken all necessary action, if any, in order to render inapplicable any stockholder rights plan or similar arrangement relating to accumulations of beneficial ownership of shares of Common Stock or a change in control of the Company or any of the SubsidiariesCompany.
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 Articles of Incorporation or other organizational document (as defined in Section 3(r)) or the laws of the jurisdiction state of its 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 and its board of directors have taken all necessary action, if any, in order to render inapplicable any stockholder shareholder rights plan or similar arrangement relating to accumulations of beneficial ownership of shares of Common Stock or a change in control of the Company or any of the SubsidiariesCompany.
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 Articles of Incorporation or other organizational document (as defined in Section 3(r)) or the laws of the jurisdiction state of its 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 's issuance of the Securities and any Buyer’s 's ownership of the Securities. The Company and its board of directors have taken all necessary action, if any, in order to render inapplicable any stockholder rights plan or similar arrangement relating to accumulations of beneficial ownership of shares of Common Stock or a change in control of the Company or any of the SubsidiariesCompany.
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 Articles of Incorporation or other organizational document documents or the laws of the jurisdiction of its 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 Shares and any Buyer’s ownership of the SecuritiesShares. The Company and its board of directors have taken all necessary action, if any, in order to render inapplicable any stockholder rights plan or similar arrangement relating to accumulations of beneficial ownership of shares of Common Stock or a change in control of the Company or any of the 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, interested shareholder, business combination, poison pill (including including, without limitation, any distribution under a rights agreement) or other similar anti-takeover provision under the Memorandum and Articles of Incorporation Association or other organizational document documents or the laws of the Company’s jurisdiction of its incorporation or otherwise 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 and its board Board of directors Directors have taken all necessary action, if any, in order to render inapplicable any stockholder shareholder rights plan or similar arrangement relating to accumulations of beneficial ownership of shares of Common Stock Shares or a change in control of the Company or any of the its Subsidiaries.
Appears in 1 contract
Samples: Securities Purchase Agreement (eHi Car Services 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 Articles Certificate of Incorporation or other organizational document Incorporation, any certificates of designations or the laws of the jurisdiction of its formation or 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 and its board of directors have taken all necessary action, if any, in order to render inapplicable any stockholder rights plan or similar arrangement relating to accumulations of beneficial ownership of shares of Common Stock or a change in control of the Company or any of the SubsidiariesCompany.
Appears in 1 contract
Samples: Securities Purchase Agreement (American Defense Systems Inc)