Application of Takeover Protections; Rights Agreements. The Company has not adopted any shareholder rights plan or similar arrangement relating to accumulations of beneficial ownership of its Common Stock or a Change in Control of the Company (excluding, for the avoidance of doubt, Articles VIII and XII of the Articles of Incorporation). The Company and 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 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 Purchaser solely as a result of the transactions contemplated by this Agreement, including, without limitation, the Company’s issuance of the Shares and any Purchaser’s ownership of the Purchased Shares (each, a “Takeover Law”).
Appears in 4 contracts
Samples: Securities Purchase Agreement (Republic First Bancorp Inc), Securities Purchase Agreement (Republic First Bancorp Inc), Securities Purchase Agreement (Republic First Bancorp Inc)
Application of Takeover Protections; Rights Agreements. The Except as disclosed in the SEC Documents, the Company has not adopted any shareholder stockholder 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 (excluding, for the avoidance of doubt, Articles VIII and XII of the Articles of Incorporation)Company. The Company and the Board 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 Company’s 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 result of the transactions contemplated by this Agreement, including, without limitation, the Company’s issuance of the Shares and any Purchaser’s ownership of the Purchased Shares (each, a “Takeover Law”)Shares.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Corcept Therapeutics Inc), Securities Purchase Agreement (Alexza Pharmaceuticals Inc.)
Application of Takeover Protections; Rights Agreements. The Except as set forth in the Company’s Articles of Incorporation, as amended, and as described in the section entitled “Description of Common Stock” in the Investment Considerations Memorandum, the Company has not adopted any shareholder stockholder 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 (excluding, for the avoidance of doubt, Articles VIII and XII of the Articles of Incorporation)Company. The Company and the Board its board of directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement), ) or other similar anti-takeover provision under the Company’s Articles of 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 result of the transactions contemplated by this Agreement, including, without limitation, the Company’s issuance of the Shares Securities and any Purchaser’s ownership of the Purchased Shares (each, a “Takeover Law”)Securities.
Appears in 1 contract
Samples: Securities Purchase Agreement (Citizens Community Bancorp Inc.)
Application of Takeover Protections; Rights Agreements. The Except as set forth in the Company’s Articles of Incorporation, as amended, and as described in the section entitled “Description of Capital Stock” in the Private Placement Memorandum, the Company has not adopted any shareholder stockholder 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 (excluding, for the avoidance of doubt, Articles VIII and XII of the Articles of Incorporation)Company. The Company and the Board its board of directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement), ) or other similar anti-takeover provision under the Company’s Articles of 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 result of the transactions contemplated by this Agreement, including, without limitation, the Company’s issuance of the Shares Securities and any Purchaser’s ownership of the Purchased Shares (each, a “Takeover Law”)Securities.
Appears in 1 contract
Samples: Securities Purchase Agreement (First Bancshares Inc /MS/)
Application of Takeover Protections; Rights Agreements. The Company has not adopted any shareholder rights plan or similar arrangement relating to accumulations of beneficial ownership of its Common Stock Shares or a Change in Control of the Company (excludingCompany. Subject in all respects to the Board’s fiduciary duties under applicable law, for the avoidance of doubt, Articles VIII and XII of the Articles of Incorporation). The Company and 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 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 Purchaser solely as a result of the transactions contemplated by this Agreement, including, without limitation, the Company’s issuance of the Shares and any Purchaser’s ownership of the Purchased Shares (each, a “Takeover Law”).
Appears in 1 contract
Samples: Securities Purchase Agreement (Castle Creek Capital Partners VI, LP)