Application of Takeover Protections. The Company and its board of directors have taken or will take prior to the Commencement 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 Certificate of Incorporation or the laws of the state of its incorporation which is or could become applicable to the Investor as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's issuance of the Securities and the Investor's ownership of the Securities.
Appears in 63 contracts
Samples: Purchase Agreement (Westwater Resources, Inc.), Purchase Agreement (Clene Inc.), Purchase Agreement (Biolargo, Inc.)
Application of Takeover Protections. The Company and its board of directors have taken or will take prior to the Commencement 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 Certificate of Incorporation or the laws of the state of its incorporation which is or could become applicable to the Investor Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's ’s issuance of the Securities and the Investor's Buyer’s ownership of the Securities.
Appears in 53 contracts
Samples: Common Stock Purchase Agreement (Alterola Biotech Inc.), Common Stock Purchase Agreement (Bloomios, Inc.), Common Stock Purchase Agreement (Athersys, Inc / New)
Application of Takeover Protections. The Company and its board of directors have taken or will take prior to the Commencement 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 Certificate of Incorporation or the laws of the state of its incorporation incorporation, other than Section 203 of the Delaware General Corporation Law, which is or could become applicable to the Investor Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's ’s issuance of the Securities and the Investor's Buyer’s ownership of the Securities.
Appears in 43 contracts
Samples: Common Stock Purchase Agreement (Novan, Inc.), Common Stock Purchase Agreement (Novan, Inc.), Common Stock Purchase Agreement (Scynexis Inc)
Application of Takeover Protections. The Company and its board of directors have taken or will take prior to the Commencement 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 Certificate of Incorporation or the laws of the state of its incorporation which is or could become applicable to the Investor as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's ’s issuance of the Securities and the Investor's ’s ownership of the Securities.
Appears in 42 contracts
Samples: Purchase Agreement (Cingulate Inc.), Purchase Agreement (Eterna Therapeutics Inc.), Purchase Agreement Purchase Agreement (Plus Therapeutics, Inc.)
Application of Takeover Protections. The Company and its board Board of directors Directors have taken or will take prior to the Commencement 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 Certificate of Incorporation or the laws of the state of its incorporation which is or could become applicable to the Investor as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's ’s issuance of the Securities and the Investor's ’s ownership of the Securities.
Appears in 41 contracts
Samples: Strata Purchase Agreement (iCoreConnect Inc.), Purchase Agreement (Zapata Computing Holdings Inc.), Strata Purchase Agreement (Vivakor, Inc.)
Application of Takeover Protections. The Company and its board of directors have taken or will take prior to the Commencement 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 Certificate of Incorporation or the laws of the state of its incorporation which is or could become applicable to the Investor Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's issuance of the Securities and the InvestorBuyer's ownership of the Securities.
Appears in 37 contracts
Samples: Common Stock Purchase Agreement (Bionovo Inc), Common Stock Purchase Agreement (Glycogenesys Inc), Common Stock Purchase Agreement (Typhoon Touch Technologies, Inc.)
Application of Takeover Protections. The Company and its board of directors have taken or will take prior to the Commencement 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 Certificate Articles of Incorporation or the laws of the state of its incorporation which is or could become applicable to the Investor as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's issuance of the Securities and the Investor's ownership of the Securities.
Appears in 22 contracts
Samples: Purchase Agreement (Kintara Therapeutics, Inc.), Purchase Agreement (Tonix Pharmaceuticals Holding Corp.), Purchase Agreement (Tonix Pharmaceuticals Holding Corp.)
Application of Takeover Protections. The Company and its board of directors have taken or will take prior to the Commencement 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 Certificate Articles of Incorporation or the laws of the state of its incorporation which is or could become applicable to the Investor as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's ’s issuance of the Securities and the Investor's ’s ownership of the Securities.
Appears in 18 contracts
Samples: Purchase Agreement (Workhorse Group Inc.), Purchase Agreement (Veru Inc.), Purchase Agreement (Lightwave Logic, Inc.)
Application of Takeover Protections. The Company and its board of directors have taken or will take prior to the Commencement 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 Certificate of Incorporation or the laws of the state of its incorporation which is or could become applicable to the Investor as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's issuance of the Securities and the Commitment Shares and the Investor's ownership of the SecuritiesSecurities and the Commitment Shares.
Appears in 12 contracts
Samples: Purchase Agreement (Cytosorbents Corp), Purchase Agreement (Bacterin International Holdings, Inc.), Purchase Agreement (Premier Exhibitions, Inc.)
Application of Takeover Protections. The Company and its board Board of directors Directors have taken or will take prior to the Commencement 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 Certificate Articles of Incorporation or the laws of the state of its incorporation which is or could become applicable to the Investor as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's ’s issuance of the Securities and the Investor's ’s ownership of the Securities.
Appears in 10 contracts
Samples: Purchase Agreement (Anavex Life Sciences Corp.), Purchase Agreement (Item 9 Labs Corp.), Purchase Agreement (One World Products, Inc.)
Application of Takeover Protections. The Company and its board of directors have taken or will take prior to the Commencement 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 Certificate of Incorporation Charter or the laws of the state of its incorporation which is or could become applicable to the Investor as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's ’s issuance of the Securities and the Investor's ’s ownership of the Securities.
Appears in 9 contracts
Samples: Purchase Agreement (Enveric Biosciences, Inc.), Purchase Agreement (Enveric Biosciences, Inc.), Purchase Agreement (Advent Technologies Holdings, Inc.)
Application of Takeover Protections. The Company and its board of directors have taken or will take prior to the Commencement 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 Certificate Articles of Incorporation or the laws of the state of its incorporation which is or could become applicable to the Investor as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's issuance of the Securities and the Investor's Investors' ownership of the Securities.
Appears in 8 contracts
Samples: Securities Purchase Agreement (Precision Optics Corporation, Inc.), Securities Purchase Agreement (Precision Optics Corporation, Inc.), Securities Purchase Agreement (Precision Optics Corporation, Inc.)
Application of Takeover Protections. The Company and its board of directors have taken or will take prior to the Commencement 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 Certificate of Incorporation Incorporation, Bylaws or other organizational documents or the laws of the state jurisdiction of its incorporation which is or could become applicable to the Investor any Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's ’s issuance of the Securities and the Investor's any Buyer’s ownership of the Securities.
Appears in 5 contracts
Samples: Note Purchase Agreement (Workhorse Group Inc.), Securities Purchase Agreement (Workhorse Group Inc.), Securities Purchase Agreement (Tellurian Inc. /De/)
Application of Takeover Protections. The Company and its board of directors have taken or will take prior to the Commencement 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 Certificate of Incorporation Formation or the laws of the state of its incorporation which is or could become applicable to the Investor as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's issuance of the Securities and the Investor's ownership of the Securities.
Appears in 5 contracts
Samples: Purchase Agreement (Naked Brand Group Inc.), Purchase Agreement (Anavex Life Sciences Corp.), Purchase Agreement (Cytomedix Inc)
Application of Takeover Protections. The Company and its board Board of directors Directors have taken or will take prior to the Commencement 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 Certificate of Incorporation Incorporation, Bylaws or other organizational documents or the laws of the state jurisdiction of its incorporation which is or could become applicable to the Investor any Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's ’s issuance of the Securities and the Investor's any Buyer’s ownership of the Securities.
Appears in 5 contracts
Samples: Securities Purchase Agreement (Tellurian Inc. /De/), Securities Purchase Agreement (Tellurian Inc. /De/), Securities Purchase and Exchange Agreement (Mohawk Group Holdings, Inc.)
Application of Takeover Protections. The Company and its board of directors have taken or will take prior to the Commencement 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 Certificate Articles of Incorporation or the laws of the state of its incorporation incorporation, which is or could become applicable to the Investor Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's ’s issuance of the Securities and the Investor's Buyer’s ownership of the Securities.
Appears in 5 contracts
Samples: Common Stock Purchase Agreement (Innovation Pharmaceuticals Inc.), Common Stock Purchase Agreement (Innovation Pharmaceuticals Inc.), Common Stock Purchase Agreement (Apricus Biosciences, Inc.)
Application of Takeover Protections. The Company and its board of directors have taken or will take prior to the Commencement 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 Certificate of Incorporation or the laws of the state jurisdiction of its incorporation which is or could become applicable to the Investor Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's ’s issuance of the Securities and the Investor's Buyer’s ownership of the Securities.
Appears in 5 contracts
Samples: Common Share Purchase Agreement (Titan Medical Inc), Common Share Purchase Agreement (Titan Medical Inc), Common Share Purchase Agreement (Aptose Biosciences Inc.)
Application of Takeover Protections. The Company and its board of directors have taken or will take prior to the Commencement 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 Certificate of Incorporation or the laws of the state of its incorporation which is or could become applicable to the Investor as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's ’s issuance of the Securities and the Commitment Shares and the Investor's ’s ownership of the SecuritiesSecurities and the Commitment Shares.
Appears in 5 contracts
Samples: Purchase Agreement Purchase Agreement (Premier Exhibitions, Inc.), Purchase Agreement Purchase Agreement (Arrowhead Research Corp), Purchase Agreement (Premier Exhibitions, Inc.)
Application of Takeover Protections. The Company and its board of directors have taken or will take prior to the Commencement 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 Certificate Articles of Incorporation or the laws of the state of its incorporation which is or could become applicable to the Investor Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's ’s issuance of the Securities and the Investor's Buyer’s ownership of the Securities.
Appears in 4 contracts
Samples: Common Stock Purchase Agreement (LIGHTBRIDGE Corp), Common Stock Purchase Agreement (Recro Pharma, Inc.), Common Stock Purchase Agreement (Cellceutix CORP)
Application of Takeover Protections. The Company and its board of directors have taken or will take prior to the Commencement 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 Certificate of Incorporation or the laws of the state of its incorporation which is or could become applicable to the Investor as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's ’s issuance of the Securities and the Investor's ’s ownership of the Securities.
Appears in 4 contracts
Samples: Purchase Agreement (Conformis Inc), Purchase Agreement (Oncolytics Biotech Inc), Purchase Agreement (Cardiome Pharma Corp)
Application of Takeover Protections. The Company and its board Board of directors Directors have taken or will take prior to the Commencement 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 Certificate of Incorporation or Incorporation, the laws of the state of its incorporation or otherwise which is or could become applicable to the Investor as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's ’s issuance of the Securities and the Investor's ’s ownership of the Securities.
Appears in 4 contracts
Samples: Purchase Agreement (HTG Molecular Diagnostics, Inc), Purchase Agreement (Kempharm, Inc), Purchase Agreement (Caladrius Biosciences, Inc.)
Application of Takeover Protections. The Company and its board Board of directors Directors have taken or will take prior to the Commencement 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 Certificate of Incorporation or the laws of the state of its incorporation which is or could become applicable to the Investor as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's issuance of the Securities Purchase Shares and the Investor's ownership of the SecuritiesPurchase Shares.
Appears in 4 contracts
Samples: Equity Purchase Agreement (Comstock Inc.), Equity Purchase Agreement (Precipio, Inc.), Capital Access Agreement (Immune Pharmaceuticals Inc)
Application of Takeover Protections. The Company and its board of directors have taken or will take prior to the Commencement 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 Certificate of Incorporation or Incorporation, the laws of the state of its incorporation or otherwise which is or could become applicable to the Investor as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's ’s issuance of the Securities and the Investor's ’s ownership of the Securities.
Appears in 4 contracts
Samples: Purchase Agreement (T2 Biosystems, Inc.), Purchase Agreement (Idera Pharmaceuticals, Inc.), Purchase Agreement (Aptevo Therapeutics Inc.)
Application of Takeover Protections. The Company and its board of directors have taken or will take prior to the Commencement 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 Certificate of Incorporation or the laws of the state of its incorporation which is or could become applicable to the Investor as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's ’s issuance of the Securities Purchase Shares and the Investor's ’s ownership of the SecuritiesPurchase Shares.
Appears in 3 contracts
Samples: Purchase Agreement (Beyond Air, Inc.), Purchase Agreement (AIT Therapeutics, Inc.), Purchase Agreement (Golden Minerals Co)
Application of Takeover Protections. The Company and its board Board of directors Directors have taken or will take prior to the Commencement 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 Certificate certificate of Incorporation or incorporation, the laws of the state of its incorporation or otherwise which is or could become applicable to the Investor Underwriters as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's issuance of the Securities and the Investor's ownership of the Securities.
Appears in 3 contracts
Samples: Underwriting Agreement (Kempharm, Inc), Underwriting Agreement (Kempharm, Inc), Underwriting Agreement (Kempharm, Inc)
Application of Takeover Protections. The Company and its board Board of directors Directors have taken or will take prior to the Commencement 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 Certificate of Incorporation or the laws of the state of its incorporation which is or could will become applicable to the Investor as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's ’s issuance of the Securities and the Investor's ’s ownership of the Securities.
Appears in 3 contracts
Samples: Purchase Agreement (Braemar Hotels & Resorts Inc.), Purchase Agreement (Ashford Hospitality Trust Inc), Purchase Agreement (Ashford Hospitality Trust Inc)
Application of Takeover Protections. The Company and its board Board of directors Directors have taken or will take prior to the Commencement 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 Certificate of Incorporation Incorporation, Bylaws or other organizational documents or the laws of the state jurisdiction of its incorporation which is or could become applicable to the Investor any Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's ’s issuance of the Securities and the Investor's any Buyer’s ownership of the Securities.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Workhorse Group Inc.), Securities Purchase Agreement (Bionano Genomics, Inc.), Securities Purchase Agreement (Astra Space, Inc.)
Application of Takeover Protections. The Company and its board of directors have taken or will take prior to the Commencement 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 Certificate Articles of Incorporation or the laws of the state of its incorporation which is or could become applicable to the Investor as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's ’s issuance of the Securities Purchase Shares and the Investor's ’s ownership of the SecuritiesPurchase Shares.
Appears in 3 contracts
Samples: Purchase Agreement (MGT Capital Investments, Inc.), Purchase Agreement (MGT Capital Investments, Inc.), Purchase Agreement (MGT Capital Investments, Inc.)
Application of Takeover Protections. The Company and its board of directors have taken or will take prior to the Commencement 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 Certificate Articles of Incorporation or the laws of the state of its incorporation which is or could become applicable to the Investor Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's issuance of the Securities and the InvestorBuyer's ownership of the Securities.
Appears in 3 contracts
Samples: Common Stock Purchase Agreement (Neogenomics Inc), Common Stock Purchase Agreement (Neogenomics Inc), Common Stock Purchase Agreement (Adam Inc)
Application of Takeover Protections. The Company and its board of directors have taken or will take prior to the Commencement 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 Certificate of Incorporation or the laws of the state of its incorporation which is or could become applicable to the Investor as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's issuance of the Securities Purchase Shares and the Investor's ownership of the SecuritiesPurchase Shares.
Appears in 3 contracts
Samples: Purchase Agreement (Kiora Pharmaceuticals Inc), Purchase Agreement (Obalon Therapeutics Inc), Purchase Agreement (Cytori Therapeutics, Inc.)
Application of Takeover Protections. The Company and its board of directors have taken or will take prior to the Commencement 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 Certificate of Incorporation or the laws of the state of its incorporation which is or could would reasonably be expected to become applicable to the Investor as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's ’s issuance of the Securities and the Investor's ’s ownership of the Securities.
Appears in 3 contracts
Samples: Purchase Agreement Purchase Agreement (Achieve Life Sciences, Inc.), Purchase Agreement (Oncogenex Pharmaceuticals, Inc.), Purchase Agreement (Oxigene Inc)
Application of Takeover Protections. The Company and its board of directors have taken or will take prior to the Commencement 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 Certificate of Incorporation or the laws of the state of its incorporation which is or could become applicable to the Investor Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's ’s issuance of the Securities and the Investor's Buyer’s ownership of the Securities.
Appears in 3 contracts
Samples: Securities Subscription Agreement (Insignia Solutions PLC), Securities Subscription Agreement (Insignia Solutions PLC), Common Stock Purchase Agreement (Unigene Laboratories Inc)
Application of Takeover Protections. The Company and its board of directors have taken or will take prior to the Commencement 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 Certificate of Incorporation or the laws of the state of its incorporation which is or could become applicable to the Investor Purchaser as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's issuance of the Securities Shares and the InvestorPurchaser's ownership of the SecuritiesShares.
Appears in 2 contracts
Samples: Common Stock Purchase Agreement (XOMA Corp), Common Stock Purchase Agreement (Rezolute, Inc.)
Application of Takeover Protections. The Company and its board of directors have taken or will take prior to the Commencement 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 Certificate Articles of Incorporation or the laws of the state of its incorporation any Applicable Law, which is or could become applicable to the Investor as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's ’s issuance of the Securities and the Investor's ’s ownership of the Securities.
Appears in 2 contracts
Samples: Purchase Agreement (Meta Materials Inc.), Purchase Agreement (Meta Materials Inc.)
Application of Takeover Protections. The Company and its board Board of directors Directors have taken or will take prior to the Commencement 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 Certificate of Incorporation or the laws of the state of its incorporation which is or could become applicable to the Investor as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's issuance of the Securities and the Investor's ownership of the Securities.
Appears in 2 contracts
Samples: Purchase Agreement (Imageware Systems Inc), Purchase Agreement (Imageware Systems Inc)
Application of Takeover Protections. The Company and its board Board of directors Directors have taken or will take prior to the Commencement 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 Certificate of Incorporation or the laws of the state of its incorporation which is or could become applicable to the Investor as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's ’s issuance of the Securities and the Investor's ’s ownership of the Securities.
Appears in 2 contracts
Samples: Purchase Agreement (iBio, Inc.), Purchase Agreement (Tenon Medical, Inc.)
Application of Takeover Protections. The Company and its board of directors have taken or will take prior to the Commencement 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 Certificate of Incorporation or the laws of the state of its incorporation which is or could become applicable to the Investor Buyers as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's ’s issuance of the Securities and the Investor's Buyers’ ownership of the Securities.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Kma Global Solutions International Inc), Securities Purchase Agreement (Kma Global Solutions International Inc)
Application of Takeover Protections. The Company and its board of directors have taken or will take prior to the Commencement 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 Certificate Articles of Incorporation or the laws of the state of its incorporation which is or could become applicable to the Investor Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's ’s issuance of the Securities and the InvestorBuyer's ownership of the Securities.
Appears in 2 contracts
Samples: Common Stock Purchase Agreement (Cellceutix CORP), Common Stock Purchase Agreement (Ener1 Inc)
Application of Takeover Protections. The Company and its board Board of directors Directors have taken or will take prior to the Commencement 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 Certificate of Incorporation or the laws of the state of its incorporation or otherwise which is or could become applicable to the Investor as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's ’s issuance of the Securities and the Investor's ’s ownership of the Securities.
Appears in 2 contracts
Samples: Purchase Agreement (Celsion CORP), Purchase Agreement (Aclaris Therapeutics, Inc.)
Application of Takeover Protections. The Company and its board Board of directors Directors have taken or will take prior to the Commencement 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 Certificate Articles of Incorporation or the laws of the state of its incorporation which is or could become applicable to the Investor as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's issuance of the Securities and the Investor's ownership of the Securities.
Appears in 2 contracts
Samples: Purchase Agreement (Cannapharmarx, Inc.), Purchase Agreement (VistaGen Therapeutics, Inc.)
Application of Takeover Protections. The Company and its board Board of directors Directors have taken or will take prior to the Commencement 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 Certificate Articles of Incorporation or the laws of the state of its incorporation which is or could become applicable to the Investor Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's ’s issuance of the Securities and the Investor's Buyer’s ownership of the Securities.
Appears in 2 contracts
Samples: Common Stock Purchase Agreement (Recro Pharma, Inc.), Common Stock Purchase Agreement (Recro Pharma, Inc.)
Application of Takeover Protections. The Company and its board of directors have taken or will take prior to the Commencement 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 Certificate of Incorporation or the laws of the state of its incorporation which is or could become applicable to the Investor Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's ’s issuance of the Securities Purchase Shares and the Investor's Buyer’s ownership of the SecuritiesPurchase Shares.
Appears in 2 contracts
Samples: Common Stock Purchase Agreement (Athersys, Inc / New), Ordinary Share Purchase Agreement (Vascular Biogenics Ltd.)
Application of Takeover Protections. The Company and its board of directors have taken or will take prior to the Commencement 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 Certificate Articles of Incorporation or the laws of the state of its incorporation which is or could become applicable to the Investor as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's issuance of the Securities and the Investor's ownership of the Securities.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Usio, Inc.), Securities Purchase Agreement (Usio, Inc.)
Application of Takeover Protections. The Company and its board of directors have taken or will take prior to the Commencement 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 Certificate of Incorporation or the laws of the state of its incorporation which is or could become applicable to the Investor as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's issuance of the Securities Purchase Shares and the Investor's ownership of the SecuritiesPurchase Shares.
Appears in 2 contracts
Samples: Purchase Agreement (Viking Therapeutics, Inc.), Purchase Agreement (xG TECHNOLOGY, INC.)
Application of Takeover Protections. The Company and its board of directors have taken or will take prior to the Commencement 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 Certificate of Incorporation or the laws of the state of its incorporation incorporation, which is or could become applicable to the Investor Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's ’s issuance of the Securities and the Investor's Buyer’s ownership of the Securities.
Appears in 2 contracts
Samples: Common Stock Purchase Agreement (Parkervision Inc), Common Stock Purchase Agreement (Cyclacel Pharmaceuticals, Inc.)
Application of Takeover Protections. The Company and its board Board of directors Directors have taken or will take prior to the Commencement 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 Certificate of Incorporation Charter or the laws of the state place of its incorporation which is or could become applicable to the Investor as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's ’s issuance of the Securities Purchase Shares and the Investor's ’s ownership of the SecuritiesPurchase Shares.
Appears in 1 contract
Application of Takeover Protections. The Except as disclosed in the SEC Documents, the Company and its board of directors have taken or will take prior to the Commencement 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 Certificate of Incorporation or the laws of the state of its incorporation which is or could become applicable to the Investor as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's issuance of the Securities and the Investor's ownership of the Securities.
Appears in 1 contract
Samples: Purchase Agreement Purchase Agreement (Lightwave Logic, Inc.)
Application of Takeover Protections. The Company and its board Board of directors Directors have taken or will take prior to the Commencement Date all necessary action, if any, in order order, to the extent that they are reasonably able to do so, 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 Certificate Articles of Incorporation Association or the laws of the state jurisdiction of its incorporation organization, which is or could become applicable to the Investor Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's ’s issuance of the Securities and the Investor's Buyer’s ownership of the Securities.
Appears in 1 contract
Samples: Securities Purchase Agreement (Akari Therapeutics PLC)
Application of Takeover Protections. The Company and its board of directors have taken or will take prior to the Commencement 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 Certificate of Incorporation or the laws of the state of its incorporation which is or could become applicable to the Investor as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's issuance of the Securities and the Investor's ownership of the Securities.
Appears in 1 contract
Application of Takeover Protections. The Company and its board Board of directors Directors have taken or will take prior to the Commencement 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 Certificate Memorandum and Articles of Incorporation Association or the laws of the state of its incorporation which is or could become applicable to the Investor as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's ’s issuance of the Securities and the Investor's ’s ownership of the Securities.
Appears in 1 contract
Application of Takeover Protections. The Company and its board Board of directors Directors have taken or will take prior to the Commencement 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 Certificate of Incorporation or the laws Incorporation, other than Section 203 of the state of its incorporation Delaware General Corporation Law, which is or could become applicable to the Investor as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's ’s issuance of the Securities and the Investor's ’s ownership of the Securities.
Appears in 1 contract
Samples: Purchase Agreement (Humacyte, Inc.)
Application of Takeover Protections. The Company and its board Board of directors Directors have taken taken, or will take prior to the Commencement Date initial Closing, all necessary action, if any, in order necessary to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s Certificate of Incorporation (or similar charter documents) or the laws of the its state of its incorporation which that otherwise is or could would become applicable to the Investor as a result consummation of the transactions contemplated by this Agreement, including, including without limitation, limitation the Company's ’s issuance of the Securities and the Investor's Subscriber’s ownership of the Securities.
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Application of Takeover Protections. The Company and its board of directors have taken or will take prior to the Commencement Date all necessary action, if anyany which the board can take, 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 Certificate Articles of Incorporation or the laws of the state of its incorporation incorporation, which is or could become applicable to the Investor Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's ’s issuance of the Securities and the Investor's Buyer’s ownership of the Securities..
Appears in 1 contract
Application of Takeover Protections. The Company and its board of directors have taken or will take prior to the Commencement 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 Certificate of Incorporation or the laws of the state State of its incorporation Delaware which is or could become applicable to the Investor as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's issuance of the Securities and the Investor's ownership of the Securities.
Appears in 1 contract
Samples: Purchase Agreement (Phunware, Inc.)
Application of Takeover Protections. The Company and its board Board of directors Directors have taken or will take prior to the Commencement 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 Certificate of Incorporation Formation or the laws of the state of its incorporation which is or could become applicable to the Investor as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's ’s issuance of the Securities and the Investor's ’s ownership of the Securities.
Appears in 1 contract
Application of Takeover Protections. The Company and its board Board of directors Directors have taken or will take prior to the Commencement 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 Certificate of Incorporation or the laws of the state of its incorporation which is or could become applicable to the Investor as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's ’s issuance of the Securities Purchase Shares and the Investor's ’s ownership of the SecuritiesPurchase Shares.
Appears in 1 contract
Application of Takeover Protections. The Company and its board of directors have taken or will take prior to the Commencement Date date hereof 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 Certificate of Incorporation or the laws of the state of its incorporation which is or could become applicable to the Investor Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's ’s issuance of the Securities and the Investor's Buyer’s ownership of the Securities..
Appears in 1 contract
Application of Takeover Protections. The Company and its board of directors have taken or will take prior to the Commencement 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 Certificate of Incorporation or the laws of the state of its incorporation which is or could become applicable to the Investor Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's ’s issuance of the Securities and the InvestorBuyer's ownership of the Securities.
Appears in 1 contract
Samples: Common Stock Purchase Agreement (Transwitch Corp /De)
Application of Takeover Protections. The Company and its board of directors have taken or will take prior to the Commencement 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 the its state of its incorporation which that is or could become applicable to the Investor Investors as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's ’s issuance of the Securities Shares and Warrants and the Investor's Investors’ ownership of the SecuritiesShares and Warrants as of the Closing Date.
Appears in 1 contract
Samples: Placement Agent Agreement (Raptor Pharmaceutical Corp)
Application of Takeover Protections. The Company and its board Board of directors Directors have taken or will take prior to the Commencement 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 Certificate Company’s Memorandum and Articles of Incorporation Association or the laws of the state of its incorporation which is or could become applicable to the Investor as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's ’s issuance of the Securities and the Investor's ’s ownership of the Securities.
Appears in 1 contract
Application of Takeover Protections. The Company and its board of directors have taken or will take prior to the Commencement 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 Certificate of Incorporation or the laws Incorporation, other than Section 203 of the state of its incorporation Delaware General Corporation Law, which is or could become applicable to the Investor as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's ’s issuance of the Securities and the Investor's ’s ownership of the Securities.
Appears in 1 contract
Samples: Purchase Agreement (Chicken Soup for the Soul Entertainment, Inc.)
Application of Takeover Protections. The Company and its board Board of directors Directors have taken or will take prior to the Commencement 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 Certificate of Incorporation or the laws of the state of its incorporation which is or could become applicable to the Investor as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's ’s issuance of the Securities and the Investor's ’s ownership of the Securities.
Appears in 1 contract
Application of Takeover Protections. The Company and its board Board of directors Directors have taken or will take prior to the Commencement 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 Certificate Articles of Incorporation Association or the laws of the state of its incorporation which is or could become applicable to the Investor as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's ’s issuance of the Securities and the Investor's ’s ownership of the Securities.
Appears in 1 contract
Application of Takeover Protections. The Company and its board of directors have taken or will take prior to the Commencement 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 Certificate Articles of Incorporation or the laws of the state of its incorporation incorporation, which is or could become applicable to the Investor Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's ’s issuance of the Securities and the InvestorBuyer's ownership of the Securities.
Appears in 1 contract
Application of Takeover Protections. The Company and its board of directors have taken or will take prior to the Commencement 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 Certificate of Incorporation or the laws of the state of its incorporation incorporation, which is or could become applicable to the Investor Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's ’s issuance of the Securities Purchase Shares and the Investor's Buyer’s ownership of the SecuritiesPurchase Shares.
Appears in 1 contract
Application of Takeover Protections. The Company and its board of directors have taken or will take prior to the Commencement 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 Certificate Articles of Incorporation Association or the laws of the state of its incorporation which is or could become applicable to the Investor as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's ’s issuance of the Securities and the Investor's ’s ownership of the Securities.
Appears in 1 contract
Samples: Purchase Agreement (Freeline Therapeutics Holdings PLC)
Application of Takeover Protections. The Company and its board of directors have taken or will take prior to the Commencement 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 Certificate of Incorporation or the laws of the state of its incorporation which is or could become applicable to the Investor Buyers as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's issuance of the Securities and the Investor's Buyers’ ownership of the Securities.
Appears in 1 contract
Samples: Securities Purchase Agreement (Kma Global Solutions International Inc)
Application of Takeover Protections. The Company and its board Board of directors Directors have taken or will take prior to the Commencement 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 Certificate Articles of Incorporation Association or the laws of the state jurisdiction of its incorporation organization, which is or could become applicable to the Investor Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's ’s issuance of the Securities and the Investor's Buyer’s ownership of the Securities.
Appears in 1 contract
Samples: Securities Purchase Agreement (Akari Therapeutics PLC)
Application of Takeover Protections. The Company and its board of directors have taken or will take prior to the Commencement Date all necessary action, if anyany which the board can take, 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 Certificate Articles of Incorporation or the laws of the state of its incorporation incorporation, which is or could become applicable to the Investor Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's ’s issuance of the Securities and the Investor's Buyer’s ownership of the Securities.
Appears in 1 contract
Application of Takeover Protections. The Company and its board Board of directors Directors have taken or will take prior to the Commencement 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 Certificate of Incorporation or the laws of the state of its incorporation which is or could become applicable to the Investor as a result of the transactions contemplated by this AgreementAmendment, including, without limitation, the Company's ’s issuance of the Securities and the Investor's ’s ownership of the Securities.
Appears in 1 contract
Application of Takeover Protections. The Company and its board of directors have taken or will take prior to the Commencement 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 Certificate of Incorporation incorporation or the laws of the state of its incorporation which is or could become applicable to the Investor as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's issuance of the Securities and the Investor's ownership of the Securities.
Appears in 1 contract
Samples: Purchase Agreement (Biodel Inc)
Application of Takeover Protections. The Company and its board of directors have taken or will take prior to the Commencement 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 business combination anti-takeover provision under the Certificate of Incorporation or the laws of the state of its incorporation which is or could become applicable to the Investor as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's ’s issuance of the Securities and the Investor's ’s ownership of the Securities.
Appears in 1 contract
Application of Takeover Protections. The Company and its board of directors have taken or will take prior to the Commencement Date each Closing 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 Certificate of Incorporation or the laws of the state of its incorporation which is or could become applicable to the Investor Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's issuance of the Securities and the InvestorBuyer's ownership of the Securities.
Appears in 1 contract
Application of Takeover Protections. The Company and its board Board of directors Directors have taken or will take prior to the Commencement 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 Certificate of Incorporation or Incorporation, the laws of the state of its incorporation or otherwise which is or could would become applicable to the Investor as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's ’s issuance of the Securities and the Investor's ’s ownership of the Securities.
Appears in 1 contract
Application of Takeover Protections. The Company and its board of directors have taken or will take prior to the Commencement 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 Certificate of Incorporation Company Organizational Documents or the laws of the state of its incorporation BVI Companies Act, which is or could become applicable to the Investor as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's ’s issuance of the Securities and the Investor's ’s ownership of the Securities.
Appears in 1 contract
Samples: Ordinary Shares Purchase Agreement (Pivotal Holdings Corp)
Application of Takeover Protections. The Company and its board Board of directors Directors have taken or will take prior to the Commencement 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 Amended and Restated Memorandum and Articles of Association or Certificate of Incorporation Incorporation, as applicable, or the laws of the state of its incorporation which is or could become applicable to the Investor as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's ’s issuance of the Securities and the Investor's ’s ownership of the Securities.
Appears in 1 contract
Application of Takeover Protections. The Company and its board of directors have taken or will take prior to the Commencement 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 Certificate of Incorporation Company’s constitutive documents or the laws of the state province of its incorporation which is or could become applicable to the Investor Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's ’s issuance of the Securities and the Investor's Buyer’s ownership of the Securities.
Appears in 1 contract
Samples: Common Stock Purchase Agreement (Sophiris Bio Inc.)
Application of Takeover Protections. The Company and its board Board of directors Directors have taken or will take prior to the Commencement 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 Certificate of Incorporation or the laws of the state of its incorporation which is or could become applicable to the Investor as a result of the transactions contemplated by this AgreementAmendment, including, without limitation, the Company's issuance of the Securities and the Investor's ownership of the Securities.
Appears in 1 contract
Application of Takeover Protections. The Company and its board of directors have taken or will take prior to the Commencement 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 Certificate of Incorporation or the laws of the state State of its incorporation Delaware which is or could become applicable to the Investor as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's ’s issuance of the Securities and the Investor's ’s ownership of the Securities.
Appears in 1 contract
Application of Takeover Protections. The Company and its board of directors have taken or will take prior to the Commencement 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 Certificate of Incorporation or the laws of the state of its incorporation which is or could reasonably be expected to become applicable to the Investor as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's issuance of the Securities and the Investor's ownership of the Securities.
Appears in 1 contract
Application of Takeover Protections. The Company and its board Board of directors Directors have taken or will take prior to the Commencement 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 Certificate of Incorporation Company’s organizational documents or the laws of the state jurisdiction of its incorporation which is or could become applicable to the Investor as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's ’s issuance of the Securities and the Investor's ’s ownership of the Securities.
Appears in 1 contract
Application of Takeover Protections. The Company and its board Board of directors Directors have taken or will take prior to the Commencement 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 Certificate of Incorporation or Incorporation, the laws of the state of its incorporation which or otherwise that is or could would become applicable to the Investor as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's ’s issuance of the Securities and the Investor's ’s ownership of the Securities.
Appears in 1 contract
Samples: Purchase Agreement (Vaccinex, Inc.)
Application of Takeover Protections. The Company and its board Board of directors Directors have taken or will take prior to the Commencement 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 Certificate Company’s memorandum and articles of Incorporation or association, the laws of the state its jurisdiction of its incorporation or otherwise which is or could would become applicable to the Investor as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's ’s issuance of the Securities and the Investor's ’s ownership of the Securities.
Appears in 1 contract
