Application of Takeover Protections. The Company and 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 Company’s certificate of incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the Purchasers’ ownership of the Securities.
Appears in 2161 contracts
Samples: Securities Purchase Agreement (Lion Group Holding LTD), Securities Purchase Agreement (Aditxt, Inc.), Securities Purchase Agreement (Indaptus Therapeutics, Inc.)
Application of Takeover Protections. The Company and the 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 similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the Purchasers’ ownership of the Securities.
Appears in 204 contracts
Samples: Securities Purchase Agreement (Kitara Media Corp.), Stock Purchase Agreement (Parkervision Inc), Stock Purchase Agreement (Parkervision Inc)
Application of Takeover Protections. The Company and 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 Company’s certificate of incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities Shares and the Purchasers’ ownership of the SecuritiesShares.
Appears in 201 contracts
Samples: Securities Purchase Agreement (XWELL, Inc.), Form Securities Purchase Agreement (Lucas GC LTD), Securities Purchase Agreement (VCI Global LTD)
Application of Takeover Protections. The Company and 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 Company’s certificate of incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers Purchaser as a result of the Purchasers Purchaser and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the Purchasers’ Purchaser’s ownership of the Securities.
Appears in 195 contracts
Samples: Securities Purchase Agreement (Comstock Inc.), Securities Purchase Agreement (Safety Shot, Inc.), Securities Purchase Agreement (Coya Therapeutics, Inc.)
Application of Takeover Protections. The Company and 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 anti‑takeover provision under the Company’s certificate of incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the Purchasers’ ownership of the Securities.
Appears in 186 contracts
Samples: Securities Purchase Agreement (GeoVax Labs, Inc.), Securities Purchase Agreement (Bionano Genomics, Inc.), Securities Purchase Agreement (Aptevo Therapeutics Inc.)
Application of Takeover Protections. The Company and the 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 's Certificate of incorporation Incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s 's issuance of the Securities and the Purchasers’ ' ownership of the Securities.
Appears in 73 contracts
Samples: Securities Purchase Agreement (Smartire Systems Inc), Securities Purchase Agreement (Dot Hill Systems Corp), Securities Purchase Agreement (Smartire Systems Inc)
Application of Takeover Protections. The Company and 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 Company’s certificate articles of incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the Purchasers’ ownership of the Securities.
Appears in 64 contracts
Samples: Securities Purchase Agreement (SELLAS Life Sciences Group, Inc.), Securities Purchase Agreement (Volato Group, Inc.), Securities Purchase Agreement (Volato Group, Inc.)
Application of Takeover Protections. The Company and the 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 similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the Purchasers’ ownership of the Securities.
Appears in 64 contracts
Samples: Securities Purchase Agreement (Pell Lewis C), Securities Purchase Agreement (Imageware Systems Inc), Securities Purchase Agreement (Stinger Systems, Inc)
Application of Takeover Protections. The Company and the 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 's Certificate of incorporation Incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s 's issuance of the Securities and the Purchasers’ ' ownership of the Securities.
Appears in 62 contracts
Samples: Securities Purchase Agreement (DDS Technologies Usa Inc), Securities Purchase Agreement (Lifestream Technologies Inc), Securities Purchase Agreement (Cyberkinetics Neurotechnology Systems, Inc.)
Application of Takeover Protections. The Company and 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 Company’s certificate of incorporation (or similar charter documents) or the laws of its state jurisdiction of incorporation that is or could become applicable to the Purchasers as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the Purchasers’ ownership of the Securities.
Appears in 56 contracts
Samples: Securities Purchase Agreement (TC BioPharm (Holdings) PLC), Securities Purchase Agreement (Vicinity Motor Corp), Securities Purchase Agreement (Viewbix Inc.)
Application of Takeover Protections. The Company and 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 Company’s certificate articles of incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the Purchasers’ ownership of the Securities.
Appears in 56 contracts
Samples: Securities Purchase Agreement (Cheetah Net Supply Chain Service Inc.), Securities Purchase Agreement (Cheetah Net Supply Chain Service Inc.), Securities Purchase Agreement (Kaival Brands Innovations Group, Inc.)
Application of Takeover Protections. The Company and the Board its 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 similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the Purchasers’ ownership of the Securities.
Appears in 46 contracts
Samples: Securities Purchase Agreement (AmeriCrew Inc.), Securities Purchase Agreement (Lpath, Inc), Securities Purchase Agreement (New Energy Technologies, Inc.)
Application of Takeover Protections. The Company and 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 Company’s 's certificate of incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s 's issuance of the Securities and the Purchasers’ ' ownership of the Securities.
Appears in 44 contracts
Samples: Securities Purchase Agreement (KWESST Micro Systems Inc.), Securities Purchase Agreement (Sphere 3D Corp), Securities Purchase Agreement (KWESST Micro Systems Inc.)
Application of Takeover Protections. The Company and 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 Company’s certificate of incorporation (or similar charter documents) or the laws of its state of incorporation that is or could would become applicable to the Purchasers as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the Purchasers’ ownership of the Securities.
Appears in 38 contracts
Samples: Securities Purchase Agreement (SeaStar Medical Holding Corp), Securities Purchase Agreement (First Wave BioPharma, Inc.), Securities Purchase Agreement (Citius Pharmaceuticals, Inc.)
Application of Takeover Protections. The Company and the 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 similar charter documents) Charter or the laws of its state of incorporation that is or could become applicable to the Purchasers Investor as a result of the Purchasers Investor and the Company fulfilling their respective obligations or exercising their respective rights under the Transaction DocumentsDocuments (as applicable), including including, without limitation limitation, as a result of the Company’s issuance of the Securities and the Purchasers’ Investor’s ownership of the Securities.
Appears in 35 contracts
Samples: Common Stock Purchase Agreement (Spectaire Holdings Inc.), Common Stock Purchase Agreement (Professional Diversity Network, Inc.), Common Stock Purchase Agreement (Alpha Healthcare Acquisition Corp Iii)
Application of Takeover Protections. The Company and 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 Company’s certificate of incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities ADSs and the Purchasers’ ownership of the SecuritiesADSs.
Appears in 33 contracts
Samples: Securities Purchase Agreement (Can-Fite BioPharma Ltd.), Securities Purchase Agreement (Can-Fite BioPharma Ltd.), Securities Purchase Agreement (Can-Fite BioPharma Ltd.)
Application of Takeover Protections. The Company and 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 anti‑takeover provision under the Company’s certificate of incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities Shares and the Purchasers’ ownership of the SecuritiesShares.
Appears in 30 contracts
Samples: Securities Purchase Agreement (ASP Isotopes Inc.), Securities Purchase Agreement (Achieve Life Sciences, Inc.), Securities Purchase Agreement (SpringBig Holdings, Inc.)
Application of Takeover Protections. The Company and 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 Company’s certificate articles of incorporation (or similar charter documents) or the laws of its state jurisdiction of incorporation that is or could become applicable to the Purchasers as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the Purchasers’ ownership of the Securities.
Appears in 27 contracts
Samples: Securities Purchase Agreement (Virpax Pharmaceuticals, Inc.), Securities Purchase Agreement (ShiftPixy, Inc.), Securities Purchase Agreement (Virpax Pharmaceuticals, Inc.)
Application of Takeover Protections. The Company and 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 Company’s certificate of incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the Purchasers’ ownership of the Securities.
Appears in 25 contracts
Samples: Securities Purchase Agreement (Qualigen Therapeutics, Inc.), Securities Purchase Agreement (Banzai International, Inc.), Securities Purchase Agreement (Akanda Corp.)
Application of Takeover Protections. The Company and 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 Company’s certificate articles of incorporation association (or similar charter documents) or the laws of its state jurisdiction of incorporation that is or could become applicable to the Purchasers as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the Purchasers’ ownership of the Securities.
Appears in 24 contracts
Samples: Securities Purchase Agreement (Biodexa Pharmaceuticals PLC), Securities Purchase Agreement (Akari Therapeutics PLC), Securities Purchase Agreement (Akari Therapeutics PLC)
Application of Takeover Protections. The Company and 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 Company’s certificate of incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers Investors as a result of the Purchasers Investors and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the PurchasersInvestors’ ownership of the Securities.
Appears in 23 contracts
Samples: Securities Purchase Agreement (Adven Inc.), Securities Purchase Agreement (Biofrontera Inc.), Securities Purchase Agreement (Bruush Oral Care Inc.)
Application of Takeover Protections. The Company and 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 Company’s certificate articles of incorporation (or similar charter documents) or the laws of its state jurisdiction of incorporation that is or could become applicable to the Purchasers as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities Shares and the Purchasers’ ownership of the SecuritiesShares.
Appears in 20 contracts
Samples: Form of Securities Purchase Agreement (Inuvo, Inc.), Securities Purchase Agreement (Orbital Energy Group, Inc.), Securities Purchase Agreement (Inmune Bio, Inc.)
Application of Takeover Protections. The Company and the 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 similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers Purchaser as a result of the Purchasers Purchaser and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the Purchasers’ Purchaser’s ownership of the Securities.
Appears in 20 contracts
Samples: Securities Purchase Agreement (Chron Organization, Inc.), Securities Purchase Agreement (Endonovo Therapeutics, Inc.), Securities Purchase Agreement (Ifan Financial, Inc.)
Application of Takeover Protections. The Company and the Board its 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 similar charter documents) documents or the laws of its state of incorporation that is or could reasonably be expected to become applicable to any of the Purchasers as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including including, without limitation as a result of limitation, the Company’s issuance of the Securities and the Purchasers’ ownership of the Securities.
Appears in 19 contracts
Samples: Placement Agency Agreement (Manitex International, Inc.), Note and Warrant Purchase Agreement (Vision Capital Advisors, LLC), Note and Warrant Purchase Agreement (Vision Capital Advisors, LLC)
Application of Takeover Protections. The Company and 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 Company’s certificate of incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers Purchaser as a result of the Purchasers Purchaser and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities Shares and the Purchasers’ Purchaser’s ownership of the SecuritiesShares.
Appears in 19 contracts
Samples: Securities Purchase Agreement (Atlas Lithium Corp), Securities Purchase Agreement (Atlas Lithium Corp), Securities Purchase Agreement (Gaming Technologies, Inc.)
Application of Takeover Protections. The Company and the 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 similar charter documents) documents or the laws of its state of incorporation that is or could become applicable to any of the Purchasers Investors as a result of the Purchasers Investors and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including including, without limitation limitation, as a result of the Company’s issuance of the Securities and the PurchasersInvestors’ ownership of the Securities.
Appears in 18 contracts
Samples: Securities Purchase Agreement (Zosano Pharma Corp), Securities Purchase Agreement (Zosano Pharma Corp), Securities Purchase Agreement (Alimera Sciences Inc)
Application of Takeover Protections. The Company and 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-anti takeover provision under the Company’s certificate of incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the Purchasers’ ownership of the Securities.
Appears in 16 contracts
Samples: Securities Purchase Agreement (Calidi Biotherapeutics, Inc.), Securities Purchase Agreement (Calidi Biotherapeutics, Inc.), Securities Purchase Agreement (Applied Dna Sciences Inc)
Application of Takeover Protections. The Company and the 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 similar charter documents) Charter or the laws of its state of incorporation Delaware General Corporation Law, as amended, that is or could become applicable to the Purchasers Investor as a result of the Purchasers Investor and the Company fulfilling their respective obligations or exercising their respective rights under the Transaction DocumentsDocuments (as applicable), including including, without limitation limitation, as a result of the Company’s issuance of the Securities and the Purchasers’ Investor’s ownership of the Securities.
Appears in 15 contracts
Samples: Common Stock Purchase Agreement (GCT Semiconductor Holding, Inc.), Common Stock Purchase Agreement (MultiSensor AI Holdings, Inc.), Common Stock Purchase Agreement (Signing Day Sports, Inc.)
Application of Takeover Protections. The Company and 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 Company’s certificate Articles of incorporation Incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers Purchaser as a result of the Purchasers Purchaser and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the Purchasers’ Purchaser’s ownership of the Securities.
Appears in 15 contracts
Samples: Securities Purchase Agreement (Giga Tronics Inc), Security Agreement (Giga Tronics Inc), Security Agreement (Giga Tronics Inc)
Application of Takeover Protections. The Company and 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 Company’s certificate of incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers Buyer as a result of the Purchasers Buyer and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the PurchasersBuyer’ ownership of the Securities.
Appears in 15 contracts
Samples: Securities Purchase Agreement (Inergetics Inc), Securities Exchange Agreement (Box Ships Inc.), Securities Purchase Agreement (Inergetics Inc)
Application of Takeover Protections. The Company and 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 Company’s certificate articles of incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including including, without limitation limitation, as a result of the Company’s issuance of the Securities and the Purchasers’ ownership of the Securities.
Appears in 15 contracts
Samples: Unit Purchase Agreement (Guerrilla RF, Inc.), Securities Purchase Agreement (Hoth Therapeutics, Inc.), Securities Purchase Agreement (BIT Mining LTD)
Application of Takeover Protections. The Company and 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 Company’s certificate of incorporation (or similar charter documents) or the laws of its state of incorporation that is or could would become applicable to the Purchasers as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities Shares and the Purchasers’ ownership of the SecuritiesShares.
Appears in 15 contracts
Samples: Securities Purchase Agreement (Ispire Technology Inc.), Securities Purchase Agreement (Ispire Technology Inc.), Securities Purchase Agreement (Ispire Technology Inc.)
Application of Takeover Protections. The Company and the 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 similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the Purchasers’ ownership of the Securities.
Appears in 14 contracts
Samples: Securities Purchase Agreement (HeartBeam, Inc.), Securities Purchase Agreement (Celsion CORP), Securities Purchase Agreement (Celsion CORP)
Application of Takeover Protections. The Company and the 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 similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers Purchaser as a result of the Purchasers Purchaser and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the Purchasers’ Purchaser’s ownership of the Securities.
Appears in 13 contracts
Samples: Restricted Stock and Warrant Purchase Agreement (Net TALK.COM, Inc.), Securities Purchase Agreement (Net TALK.COM, Inc.), Securities Purchase Agreement (OptimizeRx Corp)
Application of Takeover Protections. The Company and 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 Company’s certificate Certificate of incorporation Incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the Purchasers’ ownership of the Securities.
Appears in 13 contracts
Samples: Securities Purchase Contract (Nano Labs LTD), Securities Purchase Agreement (Digital Ally, Inc.), Pledge Agreement (Ascent Solar Technologies, Inc.)
Application of Takeover Protections. The Company and 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 Company’s certificate articles of incorporation association (or similar charter documents) or the laws of its state jurisdiction of incorporation that is or could would become applicable to the Purchasers as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the Purchasers’ ownership of the Securities.
Appears in 11 contracts
Samples: Securities Purchase Agreement (RVL Pharmaceuticals PLC), Securities Purchase Agreement (Nabriva Therapeutics PLC), Securities Purchase Agreement (Iterum Therapeutics PLC)
Application of Takeover Protections. The Company and 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 Company’s certificate articles of incorporation incorporation, as amended (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the Purchasers’ ownership of the Securities.
Appears in 10 contracts
Samples: Securities Purchase Agreement (Kartoon Studios, Inc.), Securities Purchase Agreement (Kartoon Studios, Inc.), Securities Purchase Agreement (Seelos Therapeutics, Inc.)
Application of Takeover Protections. The Company and the 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 similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities Shares and the Purchasers’ ownership of the SecuritiesShares.
Appears in 10 contracts
Samples: Securities Purchase Agreement (Ault Alliance, Inc.), Securities Purchase Agreement (Allarity Therapeutics, Inc.), Securities Purchase Agreement (Guardion Health Sciences, Inc.)
Application of Takeover Protections. The Company and 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 Company’s certificate of incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers Purchaser as a result of the Purchasers Purchaser and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the Purchasers’ Purchaser’s ownership of the Securities.
Appears in 9 contracts
Samples: Securities Purchase Agreement (NextPlat Corp), Securities Purchase Agreement (NextPlat Corp), Securities Purchase Agreement (Progressive Care Inc.)
Application of Takeover Protections. The Company and 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 anti‑takeover provision under the Company’s certificate of incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers Purchaser as a result of the Purchasers Purchaser and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the Purchasers’ Purchaser’s ownership of the Securities.
Appears in 9 contracts
Samples: Securities Purchase Agreement (Stronghold Digital Mining, Inc.), Securities Purchase Agreement (Acelrx Pharmaceuticals Inc), Securities Purchase Agreement (RedHill Biopharma Ltd.)
Application of Takeover Protections. The Company and 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 Company’s certificate of incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the Warrant Shares and the Purchasers’ ownership of the SecuritiesSecurities and the Warrant Shares.
Appears in 8 contracts
Samples: Securities Purchase Agreement, Securities Purchase Agreement (Real Goods Solar, Inc.), Securities Purchase Agreement (Uni-Pixel)
Application of Takeover Protections. The Company and 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 Company’s certificate Certificate of incorporation Incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers Purchaser as a result of the Purchasers Purchaser and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the Purchasers’ Purchaser’s ownership of the Securities.
Appears in 8 contracts
Samples: Securities Purchase Agreement (DPW Holdings, Inc.), Securities Purchase Agreement (DPW Holdings, Inc.), Securities Purchase Agreement (DPW Holdings, Inc.)
Application of Takeover Protections. The Company and 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 Company’s certificate of incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the Purchasers’ each Purchaser’s ownership of the Securities.
Appears in 8 contracts
Samples: Securities Purchase Agreement (Ambrx Biopharma Inc.), Convertible Note Purchase Agreement (Notis Global, Inc.), Convertible Note Purchase Agreement (Notis Global, Inc.)
Application of Takeover Protections. The Company and the 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 similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the Purchasers’ ownership of the Securities.
Appears in 8 contracts
Samples: Securities Purchase Agreement (Xenomics Inc), Securities Purchase Agreement (Shea Development Corp.), Securities Purchase Agreement (Spectre Gaming Inc)
Application of Takeover Protections. The Company and 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 Company’s certificate articles of incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to would prevent the Purchasers as a result of the Purchasers and or the Company from fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the Purchasers’ ownership of the Securities.
Appears in 7 contracts
Samples: Securities Purchase Agreement (Second Sight Medical Products Inc), Securities Purchase Agreement (Second Sight Medical Products Inc), Securities Purchase Agreement (Second Sight Medical Products Inc)
Application of Takeover Protections. The Company and the 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 similar charter documents) Charter or the laws of its state the State of incorporation Delaware that is or could become applicable to the Purchasers Investor as a result of the Purchasers Investor and the Company fulfilling their respective obligations or exercising their respective rights under the Transaction DocumentsDocuments (as applicable), including including, without limitation limitation, as a result of the Company’s issuance of the Securities and the Purchasers’ Investor’s ownership of the Securities.
Appears in 7 contracts
Samples: Common Stock Purchase Agreement (Windtree Therapeutics Inc /De/), Common Stock Purchase Agreement (Enservco Corp), Common Stock Purchase Agreement (Aditxt, Inc.)
Application of Takeover Protections. The Company and the 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-anti takeover provision under the Company’s certificate Certificate of incorporation Incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the Purchasers’ ownership of the Securities.
Appears in 7 contracts
Samples: Securities Purchase Agreement (Micro Imaging Technology, Inc.), Securities Purchase Agreement (Solar Thin Films, Inc.), Securities Purchase Agreement (Azco Mining Inc)
Application of Takeover Protections. The Company and the 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 's Certificate of incorporation Incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers Purchaser as a result of the Purchasers Purchaser and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s 's issuance of the Securities and the Purchasers’ Purchaser's ownership of the Securities.
Appears in 7 contracts
Samples: Securities Purchase Agreement (Cool Technologies, Inc.), Securities Purchase Agreement (Leo Motors, Inc.), Securities Purchase Agreement (Greenfield Farms Food, Inc.)
Application of Takeover Protections. The Company and the 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 's Certificate of incorporation Incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s 's issuance of the Securities and the Purchasers’ ownership of the Securities.
Appears in 7 contracts
Samples: Securities Purchase Agreement (CDX Com Inc), Securities Purchase Agreement (Technoconcepts, Inc.), Securities Purchase Agreement (Technoconcepts, Inc.)
Application of Takeover Protections. The Company and 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 Company’s certificate articles of incorporation association (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the Purchasers’ ownership of the Securities.
Appears in 7 contracts
Samples: Securities Purchase Agreement (SharpLink Gaming Ltd.), Securities Purchase Agreement (Galmed Pharmaceuticals Ltd.), Securities Purchase Agreement (Galmed Pharmaceuticals Ltd.)
Application of Takeover Protections. The Company and 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 Company’s certificate articles of incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities Shares and the Purchasers’ ownership of the SecuritiesShares.
Appears in 7 contracts
Samples: Securities Purchase Agreement (CYREN Ltd.), Securities Purchase Agreement (NAKED BRAND GROUP LTD), Securities Purchase Agreement (Genius Brands International, Inc.)
Application of Takeover Protections. The Company and 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 Company’s certificate Articles of incorporation Incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the Purchasers’ ownership of the Securities.
Appears in 6 contracts
Samples: Securities Purchase Agreement (Digital Ally Inc), Securities Purchase Agreement (Lilis Energy, Inc.), Securities Purchase Agreement (United States Antimony Corp)
Application of Takeover Protections. The Company and the 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-anti takeover provision under the Company’s certificate 's Certificate of incorporation Incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s 's issuance of the Securities and the Purchasers’ ' ownership of the Securities.
Appears in 6 contracts
Samples: Securities Purchase Agreement (Visual Networks Inc), Securities Purchase Agreement (Vaso Active Pharmaceuticals Inc), Securities Purchase Agreement (Biophan Technologies Inc)
Application of Takeover Protections. The Company and 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 Company’s certificate of incorporation (or similar charter documents) or the laws of its state of incorporation that is or could would become applicable to the Purchasers any Purchaser as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the Purchasers’ ownership of the Securities.
Appears in 6 contracts
Samples: Securities Purchase Agreement (SANUWAVE Health, Inc.), Securities Purchase Agreement (SANUWAVE Health, Inc.), Securities Purchase Agreement (SANUWAVE Health, Inc.)
Application of Takeover Protections. The Company and 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 Company’s certificate of incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the Purchasers’ ownership of the Securities.
Appears in 6 contracts
Samples: Form of Securities Purchase Agreement (Mannkind Corp), Form of Securities Purchase Agreement (Mannkind Corp), Securities Purchase Agreement (Inventergy Global, Inc.)
Application of Takeover Protections. The Company and 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 Company’s certificate articles of incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers Purchaser as a result of the Purchasers Purchaser and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the Purchasers’ Purchaser’s ownership of the Securities.
Appears in 6 contracts
Samples: Securities Purchase Agreement (Biovie Inc.), Securities Purchase Agreement (Gopher Protocol Inc.), Securities Purchase Agreement (Digital Power Corp)
Application of Takeover Protections. The Company and the 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 's Certificate of incorporation Incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s 's issuance of the Securities and the Purchasers’ ownership of the Securities.
Appears in 6 contracts
Samples: Securities Purchase Agreement (LML Payment Systems Inc), Securities Purchase Agreement (Oxford Media, Inc.), Securities Purchase Agreement (Ableauctions Com Inc)
Application of Takeover Protections. The Company and 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 Company’s certificate of incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the Purchasers’ ownership of the Securities.
Appears in 6 contracts
Samples: Securities Purchase Agreement (Viveve Medical, Inc.), Securities Purchase Agreement (Viveve Medical, Inc.), Securities Purchase Agreement (Viveve Medical, Inc.)
Application of Takeover Protections. The Company and the Board of Directors Directors have taken all necessary action, if any, in order to render inapplicable any control control share acquisition, business combination, poison pill (including any distribution under under a rights agreement) or other similar anti-takeover provision under the Company’s certificate articles of incorporation (or similar charter documents) or the laws of its state jurisdiction of incorporation incorporation that is or could become applicable to the Purchasers as a result of the Purchasers Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Transaction Documents, including without limitation as a result of the Company’s issuance issuance of the Securities Shares and the Purchasers’ ownership of the Securities.Shares.
Appears in 6 contracts
Samples: Consent and Waiver (Oncocyte Corp), Securities Purchase Agreement (Alpine 4 Technologies Ltd.), Securities Purchase Agreement (Super League Gaming, Inc.)
Application of Takeover Protections. The Company and 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 Company’s certificate of incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers Investors as a result of the Purchasers Investors and the Company fulfilling their obligations or exercising their rights under this Agreement and the Transaction DocumentsSubscription Agreements, including without limitation as a result of the Company’s issuance of the Securities and the PurchasersInvestors’ ownership of the Securities.
Appears in 5 contracts
Samples: Placement Agency Agreement (Air Industries Group), Placement Agency Agreement (Air Industries Group), Placement Agency Agreement (Air Industries Group)
Application of Takeover Protections. The Company and the 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 similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers Investor as a result of the Purchasers Investor and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the Purchasers’ Investor’s ownership of the Securities.
Appears in 5 contracts
Samples: Securities Purchase Agreement (Catasys, Inc.), Securities Purchase Agreement (Catasys, Inc.), Securities Purchase Agreement (Catasys, Inc.)
Application of Takeover Protections. The Company and the its Board of Directors have taken all necessary actionactions within their power, 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 similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the Purchasers’ ownership of the Securities.
Appears in 5 contracts
Samples: Securities Purchase Agreement (Parkervision Inc), Securities Purchase Agreement (Parkervision Inc), Securities Purchase Agreement (Parkervision Inc)
Application of Takeover Protections. The Company and 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 anti‑takeover provision under the Company’s 's certificate of incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s 's issuance of the Securities Shares and the Purchasers’ ' ownership of the SecuritiesShares.
Appears in 5 contracts
Samples: Securities Purchase Agreement (Top Ships Inc.), Securities Purchase Agreement (Top Ships Inc.), Securities Purchase Agreement (Top Ships Inc.)
Application of Takeover Protections. The Company and 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 Company’s certificate of incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers Purchaser as a result of the Purchasers Purchaser and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including including, without limitation as a result of the Company’s issuance of the Securities and the Purchasers’ Purchaser’s ownership of the any of the Securities.
Appears in 5 contracts
Samples: Subscription Agreement (ARCA Biopharma, Inc.), Subscription Agreement (ARCA Biopharma, Inc.), Subscription Agreement (Atlas Venture Fund VII L P)
Application of Takeover Protections. The Company and the Board of Directors have taken all reasonably 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 similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the Purchasers’ ownership of the Securities.
Appears in 5 contracts
Samples: Securities Purchase Agreement (Alpha Teknova, Inc.), Securities Purchase Agreement (Alpha Teknova, Inc.), Securities Purchase Agreement (NeuBase Therapeutics, Inc.)
Application of Takeover Protections. The Company and 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 anti‑takeover provision under the Company’s certificate of incorporation (or similar charter documents) or the laws of its state of incorporation that is or could would become applicable to the Purchasers as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the Purchasers’ ownership of the Securities.
Appears in 5 contracts
Samples: Securities Purchase Agreement (Volitionrx LTD), Securities Purchase Agreement (Interactive Strength, Inc.), Securities Purchase Agreement (Interactive Strength, Inc.)
Application of Takeover Protections. The Company and the 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 similar charter documents) Charter Documents or the laws of its state of incorporation (including Section 203 of the Delaware General Corporation Law) that is or could become applicable to the Purchasers each Purchaser as a result of the Purchasers such Purchaser and the Company fulfilling their obligations or exercising their rights under the Transaction Documentsthis Agreement, including without limitation as a result of the Company’s issuance of the Securities Shares and the Purchasers’ such Purchaser’s ownership of the SecuritiesShares.
Appears in 5 contracts
Samples: Securities Purchase Agreement (Evofem Biosciences, Inc.), Securities Purchase and Security Agreement (Evofem Biosciences, Inc.), Securities Purchase Agreement (Arrowhead Pharmaceuticals, Inc.)
Application of Takeover Protections. The Company and the 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 similar charter documents) Charter or the laws of its state of incorporation that is or could become applicable to the Purchasers Investor as a result of the Purchasers Investor and the Company fulfilling their respective obligations or exercising their respective rights under the Transaction DocumentsDocuments (as applicable), including including, without limitation limitation, as a result of the Company’s issuance of the Securities Registrable Shares and the Purchasers’ Investor’s ownership of the SecuritiesRegistrable Shares.
Appears in 5 contracts
Samples: Chef Purchase Agreement (Senti Biosciences, Inc.), Chef Purchase Agreement (Sonnet BioTherapeutics Holdings, Inc.), Chef Purchase Agreement (Allurion Technologies, Inc.)
Application of Takeover Protections. The Company and 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 Company’s certificate articles of incorporation incorporation, as amended (or similar charter documents) ), or the laws of its state of incorporation that is or could become applicable to the Purchasers as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the Purchasers’ ownership of the Securities.
Appears in 5 contracts
Samples: Securities Purchase Agreement (Seelos Therapeutics, Inc.), Securities Purchase Agreement (Seelos Therapeutics, Inc.), Securities Purchase Agreement (American Resources Corp)
Application of Takeover Protections. The Company and the 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 similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities Shares and the Purchasers’ ownership of the SecuritiesShares.
Appears in 5 contracts
Samples: Securities Purchase Agreement (Crdentia Corp), Securities Purchase Agreement (Vendingdata Corp), Securities Purchase Agreement (Simtek Corp)
Application of Takeover Protections. The Company and the 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 's Certificate of incorporation Incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers Purchaser as a result of the Purchasers Purchaser and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s 's issuance of the Securities and the Purchasers’ Purchaser's ownership of the Securities.
Appears in 5 contracts
Samples: Securities Purchase Agreement (Maverick Oil & Gas, Inc.), Securities Purchase Agreement (Rapid Link Inc), Securities Purchase Agreement (BPK Resources Inc)
Application of Takeover Protections. The Company and 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 Company’s 's certificate of incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers as a result of the Purchasers Underwriters and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including including, without limitation as a result of limitation, the Company’s 's issuance of the Securities and the Purchasers’ Underwriters' ownership of the Securities.
Appears in 5 contracts
Samples: Underwriting Agreement (Cel Sci Corp), Underwriting Agreement (First Choice Healthcare Solutions, Inc.), Cel Sci Corp
Application of Takeover Protections. The Company and 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 Company’s certificate memorandum of incorporation (or similar charter documents) association, articles of association or the laws of its state of incorporation that is or could become applicable to the Purchasers as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the Purchasers’ ownership of the Securities.
Appears in 5 contracts
Samples: Securities Purchase Agreement (Chemomab Therapeutics Ltd.), Securities Purchase Agreement (Quoin Pharmaceuticals, Ltd.), Securities Purchase Agreement (Quoin Pharmaceuticals, Ltd.)
Application of Takeover Protections. The Company and 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 Company’s certificate of incorporation (or similar charter documents) or the laws of its state province of incorporation that is or could become applicable to the Purchasers as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the Purchasers’ ownership of the Securities.
Appears in 5 contracts
Samples: Securities Purchase Agreement (Digihost Technology Inc.), Securities Purchase Agreement (Digihost Technology Inc.), Securities Purchase Agreement (Digihost Technology Inc.)
Application of Takeover Protections. The Company and 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 Company’s certificate of incorporation (or similar charter documents) or the laws Laws of its state the State of incorporation Delaware that is or could become applicable to the Purchasers Purchaser as a result of the Purchasers Purchaser and the Company fulfilling their obligations or exercising their rights under the Transaction Documentsthis Agreement, including without limitation as a result of the Company’s issuance of the Securities Shares and the Purchasers’ Purchaser’s ownership of the SecuritiesShares.
Appears in 4 contracts
Samples: Securities Purchase Agreement (Onconova Therapeutics, Inc.), Securities Purchase Agreement (Onconova Therapeutics, Inc.), Securities Purchase Agreement (Onconova Therapeutics, Inc.)
Application of Takeover Protections. The Company and 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 Company’s certificate of incorporation (or similar charter documents) or the laws of its state country of incorporation that is or could become applicable to the Purchasers as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the Purchasers’ ownership of the Securities.
Appears in 4 contracts
Samples: Securities Purchase Agreement (Blue Calypso, Inc.), Securities Purchase Agreement (Intellipharmaceutics International Inc.), Security Agreement (PLC Systems Inc)
Application of Takeover Protections. The Company and the Board of Directors have taken all necessary reasonable 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 similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the Purchasers’ ownership of the Securities.
Appears in 4 contracts
Samples: Securities Purchase Agreement (Palisade Bio, Inc.), Securities Purchase Agreement (Palisade Bio, Inc.), Securities Purchase Agreement (Palisade Bio, Inc.)
Application of Takeover Protections. The Company and 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 anti‑takeover provision under the Company’s 's certificate of incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s 's issuance of the Securities and the Purchasers’ ' ownership of the Securities.
Appears in 4 contracts
Samples: Securities Purchase Agreement (Better Choice Co Inc.), Securities Purchase Agreement (Top Ships Inc.), Securities Purchase Agreement (Top Ships Inc.)
Application of Takeover Protections. The Company and 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 Company’s certificate of incorporation formation (or similar charter documents) or the laws of its state of incorporation formation that is or could become applicable to the Purchasers as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the Purchasers’ ownership of the Securities.
Appears in 4 contracts
Samples: Securities Purchase Agreement (Inspire Veterinary Partners, Inc.), Securities Purchase Agreement (1847 Holdings LLC), Form of Securities Purchase Agreement (Inspire Veterinary Partners, Inc.)
Application of Takeover Protections. The Company and 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 Company’s certificate of incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including including, without limitation limitation, as a result of the Company’s issuance of the Securities and the Purchasers’ ownership of the Securities.
Appears in 4 contracts
Samples: Securities Purchase Agreement (Pasithea Therapeutics Corp.), Securities Purchase Agreement (Concert Pharmaceuticals, Inc.), Securities Purchase Agreement (TearLab Corp)
Application of Takeover Protections. The Company and 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 Company’s 's certificate of incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers Purchaser as a result of the Purchasers Purchaser and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s 's issuance of the Securities and the Purchasers’ Purchaser's ownership of the Securities.
Appears in 4 contracts
Samples: Securities Purchase Agreement (Live Current Media Inc.), Securities Purchase Agreement (Live Current Media Inc.), Securities Purchase Agreement (Leo Motors, Inc.)
Application of Takeover Protections. The Company and the Board of Directors Directors have taken all necessary action, if any, in order to render inapplicable any control control share acquisition, business combination, poison pill (including any distribution under under a rights agreement) or other similar anti-takeover provision under the Company’s certificate certificate of incorporation (or similar charter documents) or the laws of its state of incorporation incorporation that is or could become applicable to the Purchasers as a result of the Purchasers Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Transaction Documents, including without limitation as a result of the Company’s issuance issuance of the Securities and the Purchasers’ ownership of the Securities.
Appears in 4 contracts
Samples: Securities Purchase Agreement (Adamis Pharmaceuticals Corp), Securities Purchase Agreement (Adamis Pharmaceuticals Corp), Securities Purchase Agreement (Acurx Pharmaceuticals, Inc.)
Application of Takeover Protections. The Company and 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 Company’s certificate of incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers Purchaser as a result of the Purchasers Purchaser and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including including, without limitation limitation, as a result of the Company’s issuance of the Securities and the Purchasers’ Purchaser’s ownership of the Securities.
Appears in 4 contracts
Samples: Securities Purchase Agreement (SANUWAVE Health, Inc.), Securities Purchase Agreement (SANUWAVE Health, Inc.), Securities Purchase Agreement (Intercloud Systems, Inc.)
Application of Takeover Protections. The Company and the Board board of Directors directors of the Company 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 similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers Purchaser as a result of the Purchasers Purchaser and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the Purchasers’ ownership of the Securities.
Appears in 4 contracts
Samples: Securities Purchase Agreement (Barfresh Food Group Inc.), Securities Purchase Agreement (Barfresh Food Group Inc.), Securities Purchase Agreement (Barfresh Food Group Inc.)
Application of Takeover Protections. The Company and the Board its 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 's certificate of incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s 's issuance of the Securities and the Purchasers’ ' ownership of the Securities.
Appears in 4 contracts
Samples: Securities Purchase Agreement (Towerstream Corp), Securities Purchase Agreement (Titanium Group LTD), Securities Purchase Agreement (HanKersen International Corp.)
Application of Takeover Protections. The Company and 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 Company’s certificate of incorporation formation documents (or similar charter documents) or the laws Laws of its state of incorporation that is or could become applicable to the Purchasers Purchaser as a result of the Purchasers Purchaser and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the Purchasers’ Purchaser’s ownership of the Securities.
Appears in 4 contracts
Samples: Securities Purchase Agreement (Digital Brands Group, Inc.), Securities Purchase Agreement (Digital Brands Group, Inc.), Securities Purchase Agreement (Digital Brands Group, Inc.)
Application of Takeover Protections. The Company and the 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-anti takeover provision under the Company’s certificate Certificate of incorporation Incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers Purchaser as a result of the Purchasers Purchaser and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the Purchasers’ Purchaser’s ownership of the Securities.
Appears in 4 contracts
Samples: Series H Preferred Stock Purchase Agreement (Entech Solar, Inc.), Series H Preferred Stock Purchase Agreement (Entech Solar, Inc.), Series H Preferred Stock Purchase Agreement (Entech Solar, Inc.)
Application of Takeover Protections. The Company and 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 Company’s certificate of incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers Purchaser as a result of the Purchasers Purchaser and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the Purchasers’ Purchaser’s ownership of the Securities.. 12 Securities Purchase Agrement
Appears in 4 contracts
Samples: Securities Purchase Agreement (Kindly MD, Inc.), Securities Purchase Agreement (Kindly MD, Inc.), Securities Purchase Agreement (Kindly MD, Inc.)
Application of Takeover Protections. The Company and the 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 similar charter documents) Charter or the laws of its state the State of incorporation Maryland that is or could become applicable to the Purchasers Investor as a result of the Purchasers Investor and the Company fulfilling their respective obligations or exercising their respective rights under the Transaction DocumentsDocuments (as applicable), including including, without limitation limitation, as a result of the Company’s issuance of the Securities and the Purchasers’ Investor’s ownership of the Securities.
Appears in 4 contracts
Samples: Common Stock Purchase Agreement (Ashford Hospitality Trust Inc), Common Stock Purchase Agreement (Ashford Hospitality Trust Inc), Common Stock Purchase Agreement (Ashford Hospitality Trust Inc)
Application of Takeover Protections. The Company and 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 Company’s certificate of incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documentsthis Agreement, including without limitation as a result of the Company’s issuance of the Securities and the Purchasers’ ownership of the Securities.
Appears in 4 contracts
Samples: Subscription Agreement (NTN Buzztime Inc), Subscription Agreement (NTN Buzztime Inc), Subscription Agreement (NTN Buzztime Inc)
Application of Takeover Protections. The Company and the its Board of Directors have not 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 similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers Buyer as a result of the Purchasers Buyer and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the Purchasers’ Buyer’s ownership of the Securities.
Appears in 4 contracts
Samples: Securities Purchase Agreement (Ambient Water Corp), Securities Purchase Agreement (Ambient Water Corp), Securities Purchase Agreement (Ambient Water Corp)
Application of Takeover Protections. The Company and 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 Company’s certificate articles of incorporation (or similar charter documents) or the laws of its state or country of incorporation that is or could become applicable to the Purchasers as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the Purchasers’ ownership of the SecuritiesSecurities (subject to the compliance of the Purchasers with its respective representation and warranty under the second paragraph of Section 3.2(c)).
Appears in 4 contracts
Samples: Securities Purchase Agreement (Rosetta Genomics Ltd.), Securities Purchase Agreement (Rosetta Genomics Ltd.), Securities Purchase Agreement (Rosetta Genomics Ltd.)
Application of Takeover Protections. The Company and the Board of Directors Directors have taken all necessary action, if any, in order to render inapplicable any control control share acquisition, business combination, poison pill (including any distribution under under a rights agreement) or other similar anti-takeover provision under the Company’s certificate articles of incorporation (or similar charter documents) or the laws of its state jurisdiction of incorporation incorporation that is or could become applicable to the Purchasers as a result of the Purchasers Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Transaction Documents, including without limitation as a result of the Company’s issuance issuance of the Securities and the Purchasers’ ownership of the Securities.Securities.
Appears in 4 contracts
Samples: Securities Purchase Agreement (U.S. Gold Corp.), Securities Purchase Agreement (Verb Technology Company, Inc.), Form of Securities Purchase Agreement (Verb Technology Company, Inc.)
Application of Takeover Protections. The Company and 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 Company’s certificate of incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers Holder as a result of the Purchasers Holder and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the Purchasers’ Holder’s ownership of the Securities.
Appears in 4 contracts
Samples: Exchange Agreement (AMEDICA Corp), Exchange Agreement (AMEDICA Corp), Exchange Agreement (Immune Pharmaceuticals Inc)
Application of Takeover Protections. The Company and 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 Company’s certificate Articles of incorporation Incorporation (or similar charter documents) or the laws of its state of incorporation incorporation, as well as other laws or provisions that is or could become applicable to would prevent the Purchasers as a result of the Purchasers and or the Company from fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the Purchasers’ ownership of the SecuritiesSecurities and exercise in full of the Warrants.
Appears in 4 contracts
Samples: Securities Purchase Agreement (Biotime Inc), Securities Purchase Agreement (OncoCyte Corp), Securities Purchase Agreement (OncoCyte Corp)
Application of Takeover Protections. The Company and 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 Company’s certificate of incorporation (or similar charter documents) or and the laws of its state of incorporation that is or could become applicable to the Purchasers Purchaser as a result of the Purchasers Purchaser and the Company fulfilling their respective obligations or exercising their respective rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the Purchasers’ Purchaser’s ownership of the Securities.
Appears in 4 contracts
Samples: Securities Purchase Agreement (Nanoviricides, Inc.), Securities Purchase Agreement (Nanoviricides, Inc.), Securities Purchase Agreement (Nanoviricides, Inc.)
Application of Takeover Protections. The Company and 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 Company’s certificate of incorporation (or similar charter documents) or the laws of its state of incorporation governing jurisdiction that is or could become applicable to the Purchasers as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the Purchasers’ ownership of the Securities.
Appears in 4 contracts
Samples: Securities Purchase Agreement (Inhibikase Therapeutics, Inc.), Securities Purchase Agreement (BriaCell Therapeutics Corp.), Securities Purchase Agreement (Inhibikase Therapeutics, Inc.)
Application of Takeover Protections. The Company and 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 Company’s certificate of incorporation (or similar charter documents) or the laws of its state of incorporation that is or could would become applicable to the Purchasers Purchaser as a result of the Purchasers Purchaser and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the Purchasers’ Purchaser’s ownership of the Securities.
Appears in 4 contracts
Samples: Securities Purchase Agreement (Cytrx Corp), Securities Purchase Agreement (AzurRx BioPharma, Inc.), Securities Purchase Agreement (AzurRx BioPharma, Inc.)
Application of Takeover Protections. The Company and the 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-anti- takeover provision under the Company’s certificate 's Certificate of incorporation Incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers Purchaser as a result of the Purchasers Purchaser and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s 's issuance of the Securities and the Purchasers’ Purchaser's ownership of the Securities.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Leo Motors, Inc.), Securities Purchase Agreement (Leo Motors, Inc.), Securities Purchase Agreement (Leo Motors, Inc.)
Application of Takeover Protections. The Company and the 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 's Certificate of incorporation Incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers Purchaser as a result of the Purchasers Purchaser and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s 's issuance of the Securities and the PurchasersPurchaser’ ownership of the Securities.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Becoming Art Inc), Securities Purchase Agreement (Las Vegas Gaming Inc), Securities Purchase Agreement (Las Vegas Gaming Inc)
