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

Application of Takeover Protections; Rights Agreement. The Company and its Board of Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the articles of incorporation or the laws of the State of Nevada which is or could become applicable to any Purchaser as a result of the transactions contemplated by this Agreement, including, without limitation, the Company’s issuance of the Securities and any Purchaser’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 Common Stock or a change in control of the Company.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Nova Biosource Fuels, Inc.), Securities Purchase Agreement (Nova Biosource Fuels, Inc.), Securities Purchase Agreement (Nova Biosource Fuels, Inc.)

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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) or other similar anti-takeover provision under the articles Company’s Articles of incorporation Incorporation or the laws of the State state of Nevada its incorporation which is or could become applicable to any Purchaser Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company’s 's issuance of the Securities and any Purchaser’s 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 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: Series a Convertible Preferred Stock Purchase Agreement (EnterConnect Inc), Series a Convertible Preferred Stock Purchase Agreement (EnterConnect 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 articles Certificate of incorporation Incorporation or the laws of the State of Nevada Delaware which is or could become applicable to any Purchaser as a result of the transactions contemplated by this Agreement, including, without limitation, the Company’s issuance of the Securities and any Purchaser’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 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: Security Purchase Agreement (Amyris, Inc.), Security Purchase Agreement (Amyris, 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 articles of incorporation its Organizational Documents or the laws of the State of Nevada Cayman Islands which is are or could become applicable to any Purchaser Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company’s issuance of the Securities and any PurchaserBuyer’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 Common Stock Ordinary Shares or a change in control of the Company.

Appears in 2 contracts

Samples: Securities Purchase Agreement (eFuture Information Technology Inc.), Securities Purchase Agreement (eFuture Information Technology 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, 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 its organizational documents or the laws of the State jurisdiction of Nevada its incorporation or otherwise which is or could become applicable to any Purchaser as a result of the transactions contemplated by this Agreement, including, without limitation, the Company’s issuance of the Securities and any Purchaser’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 rights plan agreement or similar arrangement relating to accumulations of beneficial ownership of Common Stock the Securities or a change in control of the Company.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Taronis Technologies, Inc.), Securities Purchase Agreement (Magnegas Applied Technology Solutions, 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, interested stockholder, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the articles Articles of incorporation Incorporation, bylaws or other organizational documents or the laws of the State jurisdiction of Nevada its incorporation or otherwise which is or could become applicable to any Purchaser as a result of the transactions contemplated by this Agreement, including, without limitation, the Company’s issuance of the Securities and any Purchaser’s ownership of the Securitiestogether with all other securities now or hereafter owned or acquired by Claimant. 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 CompanyCompany or any of its Subsidiaries.

Appears in 1 contract

Samples: Settlement Agreement (Imaging3 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 articles Articles of incorporation Incorporation, the Bylaws or the laws of the State of Nevada or any other applicable jurisdiction which is or could become applicable to any Purchaser the Subscriber as a result of the transactions contemplated by this Agreement, including, without limitation, the Company’s issuance of the Securities and any Purchaserthe Subscriber’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 Common Stock or a change in control of the Company.

Appears in 1 contract

Samples: Subscription Agreement (Hometown International, 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 articles Company’s Certificate of incorporation Incorporation or the laws of the State of Nevada Delaware which is or could become applicable to any Purchaser Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company’s issuance of the Securities and any PurchaserBuyer’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 rights plan or similar arrangement relating to accumulations of beneficial ownership of Common Stock or a change in control of the Company with respect to the transactions contemplated by this Agreement, including, without limitation, the Company’s issuance of the Securities and any Buyer’s ownership of the Securities.

Appears in 1 contract

Samples: Securities Purchase Agreement (Kv Pharmaceutical Co /De/)

Application of Takeover Protections; Rights Agreement. The Company Purchaser and its Board board of Directors directors have taken all necessary action, if any, in order to render inapplicable any control share stock 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 the laws of the State of Nevada Purchaser which is or could become applicable to any Purchaser the Seller as a result of the transactions contemplated by this Agreement, including, without limitation, the CompanyPurchaser’s issuance of the Securities Purchaser Shares and any PurchaserSeller’s ownership of the SecuritiesPurchaser Shares. The Company Purchaser and its Board board of Directors directors have taken all necessary action, if any, in order to render inapplicable any stockholder rights plan or similar arrangement relating to accumulations of beneficial ownership of Common Stock Purchaser Shares or a change in control of the CompanyPurchaser.

Appears in 1 contract

Samples: Stock Purchase Agreement (Advisory Board Co)

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 Incorporation or the laws of the State of Nevada Hawaii which is or could become applicable to any Purchaser Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company’s issuance of the Securities and any PurchaserBuyer’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 Common Stock or a change in control of the Company.

Appears in 1 contract

Samples: Securities Purchase Agreement (Maui Land & Pineapple Co Inc)

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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) or other similar anti-takeover provision under the articles its Certificate of incorporation Incorporation or Bylaws or the laws of the State state of Nevada its incorporation which is or could become applicable to any Purchaser Xxxx as a result of the transactions contemplated by this Agreement, including, without limitation, the Company’s 's issuance of the Securities and any Purchaser’s Xxxx'x 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 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: Investment Agreement (China-Biotics, 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 Incorporation or the laws of the State state of Nevada which its incorporation that is or could become applicable to any Purchaser Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company’s issuance of the Securities and any PurchaserBuyer’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 Common Stock or a change in control of the Company. The Company has less than 2000 shareholders of record.

Appears in 1 contract

Samples: Convertible Preferred Stock Purchase Agreement (Patient Safety 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, interested stockholder, business combination, poison pill (including including, without limitation, any distribution under a rights agreement) ), stockholder rights plan or other similar anti-anti- takeover provision under the articles of incorporation its organizational documents or the laws of the State jurisdiction of Nevada its incorporation or otherwise which is or could become applicable to any Purchaser as a result of the transactions contemplated by this Agreement, including, without limitation, the Company’s issuance of the Securities and any Purchaser’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 rights plan agreement or similar arrangement relating to accumulations of beneficial ownership of Common Stock the Securities or a change in control of the Company.

Appears in 1 contract

Samples: Securities Purchase Agreement (Magnegas Applied Technology Solutions, 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, 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 its organizational documents or the laws of the State jurisdiction of Nevada its incorporation or otherwise which is or could become applicable to any Purchaser as a result of the transactions contemplated by this Agreement, including, without limitation, the Company’s issuance of the Securities and any Purchaser’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 rights plan agreement or similar arrangement relating to accumulations of beneficial ownership of Common Stock the Securities or a change in control of the Company.

Appears in 1 contract

Samples: Securities Purchase Agreement (Magnegas 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 articles Certificate of incorporation Incorporation or the laws of the State of Nevada Delaware which is or could become applicable to any Purchaser as a result of the transactions contemplated by this Agreement, including, without limitation, the Company’s issuance of the Subscribed Securities and any Purchaser’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 Common Stock or a change in control of the Company.

Appears in 1 contract

Samples: Form of Securities Purchase Agreement (China Biologic Products, Inc.)

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