Application of Takeover Protections. The Company and the Board of Directors will have taken as of the Closing Date 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 (Generex Biotechnology Corp), Securities Purchase Agreement (Generex Biotechnology Corp), Securities Purchase Agreement (Friendable, Inc.)
Application of Takeover Protections. The Company and the Board of Directors will have taken as of the Closing Date 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 Subscribers as a result of the Purchasers Subscribers 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 PurchasersSubscribers’ ownership of the Securities.
Appears in 11 contracts
Samples: Subscription Agreement (Polarityte, Inc.), Subscription Agreement (Function(x) Inc.), Subscription Agreement (Function(x) Inc.)
Application of Takeover Protections. The Company and the Board of Directors will have taken as of the Closing Date 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 Subscribers as a result of the Purchasers Subscribers 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 PurchasersSubscribers’ ownership of the Securities.
Appears in 4 contracts
Samples: Subscription Agreement (Digital Power Corp), Subscription Agreement (Wearable Health Solutions, Inc.), Subscription Agreement (Medical Alarm Concepts Holdings Inc)
Application of Takeover Protections. The Company and the Board of Directors will will, no later than five (5) Business Days prior to the Closing Date, have taken as of the Closing Date 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 4 contracts
Samples: Securities Purchase Agreement (Alzamend Neuro, Inc.), Securities Purchase Agreement (Ault Alliance, Inc.), Securities Purchase Agreement (Ault Alliance, Inc.)
Application of Takeover Protections. The Company and the Board of Directors will have taken as of all necessary action or will take all necessary action prior to the Closing Date all necessary actionDate, 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 3 contracts
Samples: Form of Securities Purchase Agreement (Bellerophon Therapeutics, Inc.), Securities Purchase Agreement (Bellerophon Therapeutics, Inc.), Securities Purchase Agreement (NeuroMetrix, Inc.)
Application of Takeover Protections. The Company and the Board of Directors will have taken as of the Closing Date 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 3 contracts
Samples: Securities Purchase Agreement (PV Nano Cell, Ltd.), Securities Purchase Agreement (PV Nano Cell, Ltd.), Securities Purchase Agreement (PV Nano Cell, Ltd.)
Application of Takeover Protections. The Company and the Board of Directors will have taken as of the Closing Date 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 the British Columbia that is are 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 3 contracts
Samples: Securities Purchase Agreement (Western Magnesium Corp.), Securities Purchase Agreement (Western Magnesium Corp.), Securities Purchase Agreement (Western Magnesium Corp.)
Application of Takeover Protections. The Company and the Board of Directors will have taken as of the Closing Date 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 3 contracts
Samples: Securities Purchase Agreement (Bioptix, Inc.), Securities Purchase Agreement (Bioptix, Inc.), Securities Purchase Agreement (Bioptix, Inc.)
Application of Takeover Protections. The Company and the Board of Directors will have taken as of the Closing Date 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 the State of incorporation Delaware that is are 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 3 contracts
Samples: Securities Purchase Agreement (Reign Sapphire Corp), Securities Purchase Agreement (Reign Sapphire Corp), Securities Purchase Agreement (Reign Sapphire Corp)
Application of Takeover Protections. The Company and the Board of Directors will have taken as of the Closing Date 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 3 contracts
Samples: Securities Purchase Agreement (Petroteq Energy Inc.), Securities Purchase Agreement (Petroteq Energy Inc.), Securities Purchase Agreement (Petroteq Energy Inc.)
Application of Takeover Protections. The Company and the Board of Directors will will, no later than five (5) Business Days prior to the Closing Date, have taken as of the Closing Date 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 2 contracts
Samples: Securities Purchase Agreement (Ault Alliance, Inc.), Securities Purchase Agreement (Ecoark Holdings, Inc.)
Application of Takeover Protections. The Company and the Board of Directors will have taken as of the Closing Date 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 the British Columbia that is are 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 2 contracts
Samples: Securities Purchase Agreement (Western Magnesium Corp.), Securities Purchase Agreement (BriaCell Therapeutics Corp.)
Application of Takeover Protections. The Company and the its Board of Directors will or a duly authorized committee thereof have taken as of or will take prior to the Initial Closing Date all necessary action, if any, in order to render inapplicable any control share acquisition, interested stockholder, business combination, poison pill (including any distribution under a pill, stockholder rights agreement) plan or other similar anti-takeover provision under the Company’s certificate Certificate of incorporation (Incorporation, Bylaws or similar charter documents) other organizational documents or the laws of the jurisdiction of its state of incorporation that which is or could become applicable to the Purchasers any Buyer as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documentstransactions contemplated by this Agreement, including including, without limitation as a result of limitation, the Company’s issuance of the Securities and the Purchasers’ any Buyer’s ownership of the Securities.
Appears in 2 contracts
Samples: Voting Agreement (Velo3D, Inc.), Voting Agreement (Velo3D, Inc.)
Application of Takeover Protections. The Company and the Board of Directors will have taken as of the Closing Date 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 Sellers as a result of the Purchasers Sellers 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 PurchasersSellers’ ownership of the Securities.
Appears in 1 contract
Application of Takeover Protections. The Company and the Board of Directors will have taken as of the Closing Date 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 1 contract
Samples: Securities Purchase Agreement (Ironwood Gold Corp.)
Application of Takeover Protections. The Company and the Board of Directors will have taken as of the Closing Date 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 1 contract
Samples: Securities Purchase Agreement (Alternus Energy Inc.)
Application of Takeover Protections. The Company and the Board of Directors will have taken as of the Closing Date 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 1 contract
Samples: Securities Purchase Agreement (Andalay Solar, Inc.)
Application of Takeover Protections. The Company and the Board of Directors will have taken as of the Closing Date 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 1 contract
Application of Takeover Protections. The As of the Closing Date, the Company and the Board of Directors will have taken as of the Closing Date 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 the State of incorporation Delaware 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 1 contract
Samples: Securities Purchase Agreement (Intellect Neurosciences, Inc.)
Application of Takeover Protections. The Company and the Board of Directors will have taken as of the Closing Date 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 the State of incorporation Delaware that is are 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 PurchasersPurchaser’ ownership of the Securities.
Appears in 1 contract
Samples: Securities Purchase Agreement (Andalay Solar, Inc.)
Application of Takeover Protections. The Company and the Board of Directors will have has taken as of the Closing Date all necessary action, if any, in order to render inapplicable as of the Closing Date and thereafter 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 the State of incorporation Nevada 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 1 contract
Samples: Securities Purchase Agreement (Textmunication Holdings, Inc.)
Application of Takeover Protections. The As of each Closing Date, the Company and the Board of Directors will have taken as of the Closing Date all necessary action, if any, in order to render inapplicable as of such Closing Date and thereafter 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 (organizational or similar charter documents) documents or the 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 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 1 contract
Application of Takeover Protections. The Company and the Board of Directors will have taken as of the Closing Date 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 1 contract
Application of Takeover Protections. The Company and the Board of Directors will have taken as of the Initial Closing Date 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 1 contract
Samples: Securities Purchase Agreement (Echo Therapeutics, Inc.)