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

Application of Takeover Protections; Rights Agreements. The Company has not adopted any shareowner 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 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 other organizational documents or the laws of the jurisdiction of its incorporation or otherwise which is or could become applicable to the Initial Purchaser solely as a result of the transactions contemplated by this Agreement, including, without limitation, the Company’s issuance of the Securities and the Initial Purchaser’s ownership of the Securities.

Appears in 1 contract

Samples: Purchase Agreement (Grubb & Ellis Co)

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Application of Takeover Protections; Rights Agreements. The Company has not adopted any shareowner 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 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 other organizational documents or the laws of the jurisdiction of its incorporation or otherwise which is or could become applicable to the Initial any Purchaser solely as a result of the transactions contemplated by this Agreement, including, without limitation, the Company’s issuance of the Securities and the Initial any Purchaser’s ownership of the Securities.

Appears in 1 contract

Samples: Purchase Agreement (Grubb & Ellis Co)

Application of Takeover Protections; Rights Agreements. The Company has not adopted any shareowner 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 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 Articles of incorporation Incorporation or other organizational documents or the laws of the jurisdiction of its incorporation or otherwise which is or could become applicable to the Initial any Purchaser solely as a result of the transactions contemplated by this Agreement, including, without limitation, the Company’s issuance of the Securities and the Initial any Purchaser’s ownership of the Securities.

Appears in 1 contract

Samples: Upfront Securities Purchase Agreement (Firstsun Capital Bancorp)

Application of Takeover Protections; Rights Agreements. The Company has not adopted any shareowner 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 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 Articles of incorporation Incorporation or other organizational documents or the laws of the jurisdiction of its incorporation or otherwise which is or could become applicable to the Initial any Purchaser solely as a result of the transactions contemplated by this Agreement, including, without limitation, the Company’s issuance of the Securities and the Initial any Purchaser’s ownership of the 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 shareowner 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 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 Company’s certificate 's Articles of incorporation Incorporation or other organizational documents or the laws of the jurisdiction of its incorporation or otherwise which is or could become applicable to the Initial any Purchaser solely as a result of the transactions contemplated by this Agreement, including, without limitation, the Company’s 's issuance of the Securities Shares and the Initial any Purchaser’s 's ownership of the SecuritiesShares.

Appears in 1 contract

Samples: Stock Purchase Agreement (Trinity Capital Corp)

Application of Takeover Protections; Rights Agreements. The Company has not adopted any shareowner 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 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 Certificate of incorporation Incorporation or other organizational documents or the laws of the jurisdiction of its incorporation or otherwise which is or could become applicable to the Initial any Purchaser solely as a result of the transactions contemplated by this Agreement, including, without limitation, the Company’s issuance of the Securities and the Initial any Purchaser’s ownership of the Securities.

Appears in 1 contract

Samples: Securities Purchase Agreement (Citizens South Banking Corp)

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Application of Takeover Protections; Rights Agreements. The Company Bank has not adopted any shareowner 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 CompanyBank. The Company Bank and its the 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 CompanyBank’s certificate Articles of incorporation Association or other organizational documents or the laws Laws of the jurisdiction of its incorporation or otherwise which is or could become applicable to the Initial any Purchaser solely as a result of the transactions contemplated by this Agreement, including, without limitation, the CompanyBank’s issuance of the Securities Purchased Shares and the Initial Purchaser’s ownership of the SecuritiesPurchased Shares.

Appears in 1 contract

Samples: Stock Purchase Agreement (Southern California Bancorp \ CA)

Application of Takeover Protections; Rights Agreements. The Company has not adopted any shareowner 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 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 Certificate of incorporation Incorporation or other organizational documents or the laws of the jurisdiction of its incorporation or otherwise which is or could become applicable to the Initial any Purchaser solely as a result of the transactions contemplated by this Agreement, including, without limitation, the Company’s issuance of the Securities Common Shares and the Initial any Purchaser’s ownership of the SecuritiesCommon Shares.

Appears in 1 contract

Samples: Securities Purchase Agreement (Berkshire Hills Bancorp Inc)

Application of Takeover Protections; Rights Agreements. The Company has not adopted any shareowner 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 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 Company’s certificate Articles of incorporation Incorporation or other organizational documents or the laws of the jurisdiction of its incorporation or otherwise which is or could become applicable to the Initial any Purchaser solely as a result of the transactions contemplated by this Agreement, including, without limitation, the Company’s issuance of the Securities and the Initial any Purchaser’s ownership of the Securities.

Appears in 1 contract

Samples: Securities Purchase Agreement (Carolina Bank Holdings Inc)

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