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

Application of Takeover Protections; Rights Agreements. The Company has not adopted 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 and its Board have taken all action necessary to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s articles of incorporation or other organizational documents or the laws of the jurisdiction of its incorporation or otherwise which is or could become applicable to any Purchaser as a direct consequence of the transactions contemplated by this Agreement, including, without limitation, the Company’s issuance of the Common Shares and any Purchaser’s ownership of the Common Shares.

Appears in 2 contracts

Samples: Securities Purchase Agreement (First NBC Bank Holding Co), Securities Purchase Agreement (First NBC Bank Holding Co)

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Application of Takeover Protections; Rights Agreements. The Except as disclosed in the SEC Documents, the Company has not adopted 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 and its Board board of directors have taken all action necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s articles certificate of incorporation or other organizational documents or the laws of the jurisdiction of its incorporation or otherwise which is or could become applicable to any Purchaser solely as a direct consequence result of the transactions contemplated by this Agreement, including, without limitation, the Company’s issuance of the Common Shares and any Purchaser’s ownership of the Common Shares.

Appears in 2 contracts

Samples: Warrant Purchase Agreement (Corcept Therapeutics Inc), Warrant Purchase Agreement (Corcept Therapeutics Inc)

Application of Takeover Protections; Rights Agreements. The Company has not adopted any stockholder shareholder rights plan or similar arrangement relating to accumulations of beneficial ownership of its Common Stock or a change Change in control Control of the Company. The Company and its the Board have taken all action necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) ), or other similar anti-takeover provision under the Company’s articles Articles of incorporation Incorporation or other organizational documents or the laws Laws of the jurisdiction of its incorporation or otherwise which is or could become applicable to any Purchaser solely as a direct consequence result of the transactions contemplated by this Agreement, including, without limitation, the Company’s issuance of the Common Shares and any Purchaser’s ownership of the Common SharesPurchased Shares (each, a “Takeover Law”).

Appears in 2 contracts

Samples: Securities Purchase Agreement (Bancorp 34, Inc.), Securities Purchase Agreement (Pathfinder Bancorp, Inc.)

Application of Takeover Protections; Rights Agreements. The Company has not adopted 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 and its Board board of directors have taken all action necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s articles of incorporation or other organizational documents or the laws of the jurisdiction of its incorporation or otherwise which is or could become applicable to any Purchaser solely as a direct consequence result of the transactions contemplated by this Agreement, including, without limitation, the Company’s issuance of the Common Shares Securities and any Purchaser’s ownership of the Common SharesSecurities.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Center Financial Corp), Securities Purchase Agreement (Pacific Financial Corp)

Application of Takeover Protections; Rights Agreements. The Except as disclosed in the SEC Reports, the Company has not adopted 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 and its Board board of directors have taken all action necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s articles certificate of incorporation or other organizational documents or the laws of the jurisdiction of its incorporation or otherwise which is or could become applicable to any Purchaser solely as a direct consequence result of the transactions contemplated by this Agreement, including, without limitation, the Company’s issuance of the Common Shares and any Purchaser’s ownership of the Common Shares.

Appears in 1 contract

Samples: Share Purchase Agreement (Washington Trust Bancorp Inc)

Application of Takeover Protections; Rights Agreements. The Except for the Rights Agreement, the Company has not adopted 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 and its Board have taken all action necessary to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s articles of incorporation or other organizational documents or the laws of the jurisdiction of its incorporation or otherwise which is or could become applicable to any Purchaser as a direct consequence of the transactions contemplated by this Agreement, including, without limitation, the Company’s issuance of the Common Shares and any Purchaser’s ownership of the Common Shares.

Appears in 1 contract

Samples: Securities Purchase Agreement (Codorus Valley Bancorp Inc)

Application of Takeover Protections; Rights Agreements. The Company has not adopted 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. The Company and its Board of Directors have taken all action necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s articles Articles of incorporation Incorporation or other organizational documents or the laws of the jurisdiction of its incorporation South Carolina or otherwise which is or could become applicable to any Purchaser solely as a direct consequence result of the transactions contemplated by this Agreement, including, without limitation, the Company’s issuance of the Common Shares and any Purchaser’s ownership of the Common Shares.

Appears in 1 contract

Samples: Securities Purchase Agreement (Southern First Bancshares Inc)

Application of Takeover Protections; Rights Agreements. The Company has not adopted 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 and its Board board of directors have taken all action necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s articles certificate of incorporation or other organizational documents or the laws of the jurisdiction of its incorporation or otherwise which is or could become applicable to any Purchaser Investor solely as a direct consequence result of the transactions contemplated by this Agreement, including, without limitation, the Company’s issuance of the Common Shares and any PurchaserInvestor’s ownership of the Common Shares.

Appears in 1 contract

Samples: Stock Purchase Agreement (BPZ Resources, Inc.)

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Application of Takeover Protections; Rights Agreements. The Company has not adopted 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 and its Board board of directors have taken all action necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s articles of incorporation or other organizational documents or the laws of the jurisdiction of its incorporation or otherwise which is or could become applicable to any Purchaser solely as a direct consequence result of the transactions contemplated by this Agreement, including, without limitation, the Company’s issuance of the Common Shares and any Purchaser’s ownership of the Common Shares.

Appears in 1 contract

Samples: Share Purchase Agreement (Sierra Bancorp)

Application of Takeover Protections; Rights Agreements. The Company has not adopted any stockholder shareholder rights plan or similar arrangement relating to accumulations of beneficial ownership of its Common Stock or a change Change in control Control of the Company. The Company and its the Board have taken all action necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) ), or other similar anti-takeover provision under the Company’s articles Certificate of incorporation Incorporation or other organizational documents or the laws Laws of the jurisdiction of its incorporation or otherwise which is or could become applicable to any Purchaser solely as a direct consequence result of the transactions contemplated by this Agreement, including, without limitation, the Company’s issuance of the Common Shares and any Purchaser’s ownership of the Common SharesPurchased Shares (each, a “Takeover Law”).

Appears in 1 contract

Samples: Securities Purchase Agreement (Central Federal Corp)

Application of Takeover Protections; Rights Agreements. The Company has not adopted 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. The Company and its Board of Directors have taken all action necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s articles Certificate of incorporation Incorporation, or other organizational documents or the laws of the jurisdiction of its incorporation Delaware or otherwise which is or could become applicable to any Purchaser solely as a direct consequence result of the transactions contemplated by this Agreement, including, without limitation, the Company’s issuance of the Common Shares and any Purchaser’s ownership of the Common Shares.

Appears in 1 contract

Samples: Securities Purchase Agreement (Vantagesouth Bancshares, Inc.)

Application of Takeover Protections; Rights Agreements. The Company has not adopted 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 and its Board board of directors have taken all action necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s articles certificate of incorporation or other organizational documents or the laws of the jurisdiction of its incorporation or otherwise which is or could become applicable to any Purchaser solely as a direct consequence result of the transactions contemplated by this Agreement, including, without limitation, the Company’s issuance of the Common Shares Securities and any Purchaser’s ownership of the Common SharesSecurities.

Appears in 1 contract

Samples: Form of Purchase Agreement (Grubb & Ellis Co)

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