Application of Takeover Protections. The Company has taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s Articles of Incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Investors as a result of the Investors and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation the Company’s issuance of the Shares and the Investors’ ownership of the Shares.
Appears in 16 contracts
Samples: Securities Purchase Agreement (China Packaging Group Inc.), Securities Purchase Agreement (China TransInfo Technology Corp.), Securities Purchase Agreement (Captech Financial Group, Inc)
Application of Takeover Protections. The Company has taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s Articles Certificate of Incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Investors Buyers solely as a result of the Investors Buyers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation the Company’s issuance of the Shares Securities and the InvestorsBuyers’ ownership of the SharesSecurities.
Appears in 8 contracts
Samples: Securities Purchase Agreement (Lj International Inc), Securities Purchase Agreement (Qiao Xing Universal Telephone Inc), Securities Purchase Agreement (Qiao Xing Mobile Communication Co., Ltd.)
Application of Takeover Protections. The Company has taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s Articles of Incorporation (or similar charter documents) documents or the laws of its state jurisdiction of incorporation formation that is or could become applicable to the Investors Shareholder as a result of the Investors Shareholder and the Company fulfilling their obligations or exercising their rights under this Agreement, including, without limitation, the Transaction Documents, including without limitation the Company’s issuance of the Shares and the Investors’ Shareholder’s ownership of the Parent Shares.
Appears in 8 contracts
Samples: Share Exchange and Funding Agreement, Share Exchange Agreement (Quark Technology Global Inc.), Share Exchange Agreement (MedGen, Inc.)
Application of Takeover Protections. The Company has taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s Articles Certificate of Incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Investors Purchaser as a result of the Investors Purchaser and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation the Company’s issuance of the Shares and the Investors’ ownership of the Shares.
Appears in 6 contracts
Samples: Securities Purchase Agreement (Clean Power Technologies Inc.), Securities Purchase Agreement (Clean Power Technologies Inc.), Stock Purchase Agreement (Clean Power Technologies Inc.)
Application of Takeover Protections. The Company has taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s Articles of Incorporation (or similar 's charter documents) documents or the laws of its state of incorporation that is or could become applicable to the Investors Stockholders as a result of the Investors Stockholders and the Company fulfilling their obligations or exercising their rights under this Agreement, including, without limitation, the Transaction Documents, including without limitation the Company’s issuance of the Shares and the Investors’ Stockholders' ownership of the Shares.
Appears in 5 contracts
Samples: Share Exchange Agreement (Las Vegas Resorts Corp), Share Exchange Agreement (Equicap Inc), Share Exchange Agreement (BTHC Iii Inc.)
Application of Takeover Protections. The Company has taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s Articles of Incorporation (or similar charter documents) documents or the laws of its state of incorporation that is or could become applicable to the Investors Shareholder as a result of the Investors Shareholder and the Company fulfilling their obligations or exercising their rights under this Agreement, including, without limitation, the Transaction Documents, including without limitation the Company’s issuance of the Shares Parent Stock and the Investors’ Shareholder’s ownership of the SharesParent Stock.
Appears in 4 contracts
Samples: Share Exchange Agreement (KT High-Tech Marketing Inc.), Share Exchange Agreement (Premier Oil Field Services, Inc.), Share Exchange Agreement (Shades Holdings, Inc.)
Application of Takeover Protections. The Company has taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s Articles of Incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Investors as a result of the Investors and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation the Company’s issuance of the Shares Securities and the Investors’ ownership of the SharesSecurities.
Appears in 4 contracts
Samples: Securities Purchase Agreement (Progressive Gaming International Corp), Securities Purchase Agreement (Progressive Gaming International Corp), Selling Stockholder and Securities Purchase Agreement (Xenonics Holdings, Inc.)
Application of Takeover Protections. The Company has taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s Articles 's Certificate of Incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Investors as a result of the Investors and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation the Company’s 's issuance of the Shares and the Investors’ ' ownership of the Shares.
Appears in 4 contracts
Samples: Securities Purchase Agreement (Uqm Technologies Inc), Escrow Agreement (China Bak Battery Inc), Securities Purchase Agreement (China Bak Battery Inc)
Application of Takeover Protections. The Company has taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s 's Articles of Incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Investors as a result of the Investors and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation the Company’s 's issuance of the Shares Securities and the Investors’ ' ownership of the SharesSecurities.
Appears in 4 contracts
Samples: Securities Purchase Agreement (Wwa Group Inc), Securities Purchase Agreement (Wwa Group Inc), Securities Purchase Agreement (China Pharma Holdings, Inc.)
Application of Takeover Protections. The Company has taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s Articles of Incorporation (or similar charter documents) 's Charter Documents or the laws of its state of incorporation that is or could become applicable to the Investors Subscribers as a result of the Investors Subscribers and the Company fulfilling their obligations or exercising their rights under the Transaction Documentsthis Agreement, including including, without limitation limitation, the Company’s 's issuance of the Shares Securities and the Investors’ Subscribers' ownership of the SharesSecurities.
Appears in 4 contracts
Samples: Subscription Agreement (Healthcare Providers Direct Inc.), Subscription Agreement (Healthcare Providers Direct Inc.), Subscription Agreement (National Investment Managers Inc.)
Application of Takeover Protections. The Company has and its board of directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) combination or other similar anti-takeover provision under the laws of the state of its incorporation, the Company’s Articles of Incorporation (or similar charter documents) or organizational documents and any other agreement to which the laws of its state of incorporation that Company is bound, which is or could become applicable to the Investors as a result of the Investors and the Company fulfilling their obligations or exercising their rights under the Transaction Documentstransactions contemplated by this Agreement, including including, without limitation limitation, the Company’s issuance of the Common Shares and the Investors’ ownership of the Common Shares.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Internet America Inc), Securities Purchase Agreement (Mihaylo Steven G), Securities Purchase Agreement (Internet America Inc)
Application of Takeover Protections. The Company has taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s Articles of Incorporation (or similar charter documents) or the laws of its state of incorporation that is or could would become applicable to the Investors as a result of the Investors and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation the Company’s issuance of the Shares Securities and the Investors’ ownership of the SharesSecurities.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Real Goods Solar, Inc.), Securities Purchase Agreement (Real Goods Solar, Inc.), Securities Purchase Agreement (Real Goods Solar, Inc.)
Application of Takeover Protections. The Company has taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s Articles certificate of Incorporation incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Investors as a result of the Investors and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation the Company’s issuance of and/or delivery of all of the Shares and the Investors’ ownership of the Shares.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Activeworlds Corp), Securities Purchase Agreement (Kingold Jewelry, Inc.), Securities Purchase Agreement (Kingold Jewelry, Inc.)
Application of Takeover Protections. The Company has taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s Articles of Incorporation (or similar charter documents) Charter Documents or the laws of its state of incorporation that is or could become applicable to the Investors Subscriber as a result of the Investors Subscriber and the Company fulfilling their obligations or exercising their rights under the Transaction Documentsthis Agreement, including including, without limitation limitation, the Company’s issuance of the Shares Securities and the InvestorsSubscribers’ ownership of the SharesSecurities.
Appears in 3 contracts
Samples: Unit Purchase Agreement (Pershing Gold Corp.), Unit Purchase Agreement (Pershing Gold Corp.), Unit Purchase Agreement (Pershing Gold Corp.)
Application of Takeover Protections. The Company has taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s Articles Certificate of Incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Investors as a result of the Investors and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including including, without limitation limitation, the Company’s issuance of the Shares and the Investors’ ownership of the Shares.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Yongye Biotechnology International, Inc.), Securities Purchase Agreement (Yongye Biotechnology International, Inc.), Securities Purchase Agreement (First Growth Investors Inc)
Application of Takeover Protections. The Company has taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s Articles Certificate of Incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Investors as a result of the Investors and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including including, without limitation limitation, the Company’s issuance of the Shares Securities and the Investors’ ownership of the SharesSecurities.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Roomlinx Inc), Securities Purchase Agreement (Roomlinx Inc), Securities Purchase Agreement (Microfield Group Inc)
Application of Takeover Protections. The Company has taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s Articles of Incorporation (or similar charter documents) documents or the laws of its state of incorporation that is or could become applicable to the Investors Members as a result of the Investors Members and the Company fulfilling their obligations or exercising their rights under this Agreement, including, without limitation, the Transaction Documents, including without limitation the Company’s issuance of the Shares Parent Stock and the InvestorsMembers’ ownership of the SharesParent Stock.
Appears in 3 contracts
Samples: Exchange Agreement (New You, Inc.), Securities Exchange Agreement (California Gold Corp.), Securities Exchange Agreement (American Strategic Minerals Corp)
Application of Takeover Protections. The Company has taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s Articles of Incorporation Amended Certificate (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Investors Purchasers as a result of the Investors Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation the Company’s issuance of the Shares Securities and the InvestorsPurchasers’ ownership of the SharesSecurities.
Appears in 3 contracts
Samples: Senior Note and Warrant Purchase Agreement (Coupon Express, Inc.), And Warrant Purchase Agreement (Coupon Express, Inc.), And Warrant Purchase Agreement (Psi Corp)
Application of Takeover Protections. The Company has taken all necessary action, if any, action in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s Articles memorandum and articles of Incorporation (or similar charter documents) association or the British Virgin Islands laws of its state of incorporation that is or could become applicable to the Investors as a result of the Investors and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Shares and the Investors’ ownership of the Shares.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Taoping Inc.), Securities Purchase Agreement (Taoping Inc.), Securities Purchase Agreement (Taoping Inc.)
Application of Takeover Protections. The Company has taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s Articles of Incorporation (or similar charter documents) 's Organization Documents or the laws of its state of incorporation that is or could become applicable to the Investors Purchaser as a result of the Investors Purchaser and the Company fulfilling their obligations or exercising their rights under the Transaction Documentsthis Agreement, including including, without limitation limitation, the Company’s 's issuance of the Shares Securities and the Investors’ Purchaser’s ownership of the SharesSecurities.
Appears in 3 contracts
Samples: Unit Purchase Agreement (Protea Biosciences Group, Inc.), Securities Purchase Agreement (NXT-Id, Inc.), Securities Purchase Agreement (NXT-Id, Inc.)
Application of Takeover Protections. The Company has taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s Articles of Incorporation (or similar charter documents) Charter Documents or the laws of its state of incorporation that is or could become applicable to the Investors Subscriber as a result of the Investors Subscriber and the Company fulfilling their obligations or exercising their rights under the Transaction Documentsthis Agreement, including including, without limitation limitation, the Company’s issuance of the Shares Securities and the InvestorsSubscriber’ ownership of the SharesSecurities.
Appears in 3 contracts
Samples: Subscription Agreement (GlyEco, Inc.), Subscription Agreement (RestorGenex Corp), Unit Purchase Agreement (Actinium Pharmaceuticals, Inc.)
Application of Takeover Protections. The Company has taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s Articles Certificate of Incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Investors Purchasers as a result of the Investors Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation the Company’s issuance of the Shares Securities and the InvestorsPurchasers’ ownership of the SharesSecurities.
Appears in 3 contracts
Samples: Securities Purchase Agreement (RMH Teleservices Inc), Securities Purchase Agreement (American Technology Corp /De/), Securities Purchase Agreement (American Technology Corp /De/)
Application of Takeover Protections. The Company has taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s Articles Certificate of Incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Investors as a result of the Investors and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation the Company’s issuance of the Shares and the Investors’ ownership of the Shares.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Zhongpin Inc.), Securities Purchase Agreement (Uqm Technologies Inc), Securities Purchase Agreement (Biosphere Medical Inc)
Application of Takeover Protections. The Company has taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s Articles 's Certificate of Incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Investors as a result of the Investors and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including including, without limitation limitation, the Company’s 's issuance of the Shares Securities and the Investors’ ' ownership of the SharesSecurities.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Roomlinx Inc), Securities Purchase Agreement (Electronic Control Security Inc), Securities Purchase Agreement (TNX Television Holdings Inc)
Application of Takeover Protections. The Company has taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s Articles of Incorporation (or similar charter documents) documents or the laws of its state of incorporation the Cayman Islands that is or could become applicable to the Investors Stockholder as a result of the Investors Stockholder and the Company fulfilling their obligations or exercising their rights under this Agreement, including, without limitation, the Transaction Documents, including without limitation the Company’s issuance of the Shares and the Investors’ Stockholder’s ownership of the Shares.
Appears in 2 contracts
Samples: Share Exchange Agreement (Heavy Earth Resources, Inc.), Share Exchange Agreement (Millennium Quest Inc)
Application of Takeover Protections. The Company has taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s Articles Certificate of Incorporation (or similar charter documents) or the laws of its state of incorporation that is or could would become applicable to the Investors as a result of the Investors and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation the Company’s issuance of the Shares Securities and the Investors’ ownership of the SharesSecurities.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Data443 Risk Mitigation, Inc.), Securities Purchase Agreement (Crown Electrokinetics Corp.)
Application of Takeover Protections. The Acquiror Company has taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s Articles of Incorporation (or similar charter documents) Acquiror Company Charter or the laws of its state of incorporation that is or could become applicable to the Investors Shareholder as a result of the Investors Shareholder and the Acquiror Company fulfilling their obligations or exercising their rights under this Agreement, including, without limitation, the Transaction Documents, including without limitation the Company’s issuance of the Shares and the Investors’ Shareholder’s ownership of the Shares.
Appears in 2 contracts
Samples: Share Exchange Agreement (JINHAO MOTOR Co), Share Exchange Agreement (China Chemical Corp.)
Application of Takeover Protections. The Company has taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s Articles of Incorporation (or similar charter documents) documents or the laws of its state jurisdiction of incorporation formation that is or could become applicable to the Investors Members as a result of the Investors Members and the Company fulfilling their obligations or exercising their rights under this Agreement, including, without limitation, the Transaction Documents, including without limitation the Company’s issuance of the Shares and the InvestorsMembers’ ownership of the Shares.
Appears in 2 contracts
Samples: Share Exchange Agreement (Rio Bravo Oil, Inc.), Share Exchange Agreement (Rio Bravo Oil, Inc.)
Application of Takeover Protections. The Company has taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s Articles of Incorporation (or similar charter documents) Charter Documents or the laws of its state the State of incorporation Delaware that is or could become otherwise would be applicable to the Investors as a result of the Investors Subscriber and the Company fulfilling their obligations or exercising their rights under the Transaction Documentsthis Agreement, including including, without limitation limitation, the Company’s issuance of the Shares Securities and the InvestorsSubscriber’ ownership of the SharesSecurities.
Appears in 2 contracts
Samples: Subscription Agreement (Marina Biotech, Inc.), Subscription Agreement (Adhera Therapeutics, Inc.)
Application of Takeover Protections. The Company has taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s Articles Certificate of Incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Investors or shareholders of the Company prior to the Closing Date as a result of the Investors and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation the Company’s issuance of the Shares and the Investors’ ownership of the Shares.
Appears in 2 contracts
Samples: Securities Purchase Agreement (China Security & Surveillance Technology, Inc.), Securities Purchase Agreement (Adstar Inc)
Application of Takeover Protections. The Company has taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s Articles certificate of Incorporation incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Investors Investor as a result of the Investors Investor and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation the Company’s issuance of the Shares Note and the Investors’ Investor’s ownership of the SharesNote.
Appears in 2 contracts
Samples: Note Purchase Agreement (Organic to Go Food CORP), Note Purchase Agreement (Organic to Go Food CORP)
Application of Takeover Protections. The Company has taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s Articles articles of Incorporation incorporation (or similar charter documents) or the laws of its state jurisdiction of incorporation that is or could become applicable to the Investors Investor as a result of the Investors Investor and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation the Company’s issuance of the Shares Securities and the Investors’ Investor’s ownership of the SharesSecurities.
Appears in 2 contracts
Samples: Note Purchase Agreement (Abiomed Inc), Note Purchase Agreement (World Heart Corp)
Application of Takeover Protections. The Company has taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s Articles of Incorporation (or similar charter documents) or the laws of its state of incorporation that is or could would become applicable to the Investors Investor as a result of the Investors Investor and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation the Company’s issuance of the Acquired Shares and the Investors’ Investor’s ownership of the Acquired Shares.
Appears in 2 contracts
Samples: Investment Agreement (Iridex Corp), Investment Agreement (Iridex Corp)
Application of Takeover Protections. The Company has taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s Articles certificate of Incorporation incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Investors Purchasers as a result of the Investors 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 Shares Securities and the InvestorsPurchasers’ ownership of the SharesSecurities.
Appears in 2 contracts
Samples: Convertible Preferred Stock and Warrant Purchase Agreement (Idera Pharmaceuticals, Inc.), Convertible Preferred Stock and Warrant Purchase Agreement (Idera Pharmaceuticals, Inc.)
Application of Takeover Protections. The Company has taken all necessary action, if any, action in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s Articles memorandum and articles of Incorporation (or similar charter documents) association or the British Virgin Islands laws of its state of incorporation that is or could become applicable to the Investors as a result of the Investors and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Shares Securities and the Investors’ ownership of the SharesSecurities.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Taoping Inc.), Securities Purchase Agreement (Taoping Inc.)
Application of Takeover Protections. The Company has taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s Articles of Incorporation (or similar charter documents) Company Charter Documents or the laws of its state of incorporation that is or could become applicable to the Investors Shareholders as a result of the Investors Shareholders and the Company fulfilling their obligations or exercising their rights under this Agreement, including, without limitation, the Transaction Documents, including without limitation the Company’s issuance of the Shares Parent Exchange Stock and the InvestorsShareholders’ ownership of the SharesParent Exchange Stock.
Appears in 2 contracts
Samples: Securities Exchange Agreement (22nd Century Group, Inc.), Securities Exchange Agreement (Exactus, Inc.)
Application of Takeover Protections. The Company has taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s Articles of Incorporation (or similar charter documents) 's Organization Documents or the laws of its state of incorporation that is or could become applicable to the Investors Purchasers as a result of the Investors Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documentsthis Agreement, including including, without limitation limitation, the Company’s 's issuance of the Shares Securities and the InvestorsPurchasers’ ownership of the SharesSecurities.
Appears in 2 contracts
Samples: Unit Purchase Agreement (Boston Therapeutics, Inc.), Unit Purchase Agreement (Boston Therapeutics, Inc.)
Application of Takeover Protections. The Company has taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover anti‑takeover provision under the Company’s Articles Certificate of Incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Investors as a result of the Investors and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation the Company’s issuance of the Shares Securities and the Investors’ ownership of the SharesSecurities.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Spatialight Inc), Securities Purchase Agreement (Spatialight Inc)
Application of Takeover Protections. The Company has taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) ), or other similar anti-takeover provision under the Company’s Articles of Incorporation (or similar pursuant to its charter documents) documents or the laws of its state of incorporation that is or could become applicable to the Investors Purchasers as a result of the Investors Purchasers and the Company fulfilling their obligations or exercising their rights under pursuant to the Transaction Documents, including without limitation the Company’s issuance of the Shares and the Investors’ ownership of the Shares.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Arqule Inc), Securities Purchase Agreement (Arqule Inc)
Application of Takeover Protections. The Company has taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s Articles of Incorporation (or similar charter documents) documents or the laws of its state of incorporation that is or could become applicable to the Investors Shareholder as a result of the Investors Shareholder and the Company fulfilling their obligations or exercising their rights under this Agreement, including, without limitation, the Transaction Documents, including without limitation the Company’s issuance of the Shares Parent Stock and the InvestorsShareholder’ ownership of the SharesParent Stock.
Appears in 2 contracts
Samples: Share Exchange Agreement (NowNews Digital Media Technology Co. Ltd.), Share Exchange Agreement (NowNews Digital Media Technology Co. Ltd.)
Application of Takeover Protections. The Company has taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s Articles Certificate of Incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Investors Investor as a result of the Investors Investor and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including including, without limitation limitation, the Company’s issuance of the Shares and the Investors’ Investor’s ownership of the Shares.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Qhy Group), Securities Purchase Agreement (Qhy Group)
Application of Takeover Protections. The Company has taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s Articles of Incorporation (or similar 's charter documents) documents or the laws of its state the jurisdiction of the Company’s incorporation that is or could become applicable to the Investors Stockholders as a result of the Investors Stockholders and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation the Company’s issuance of the Shares and the Investors’ ownership of the Sharesthis Agreement.
Appears in 2 contracts
Samples: Share Exchange Agreement (RussOil CORP), Share Exchange Agreement (RussOil CORP)
Application of Takeover Protections. The Company has taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s Articles of Incorporation (or similar charter documents) documents or the laws of its state jurisdiction of incorporation formation that is or could become applicable to the Investors Shareholders as a result of the Investors Shareholders and the Company fulfilling their obligations or exercising their rights under this Agreement, including, without limitation, the Transaction Documents, including without limitation the Company’s issuance of the Shares and the InvestorsShareholders’ ownership of the Shares.
Appears in 2 contracts
Samples: Share Exchange Agreement (China Unitech Group, Inc.), Share Exchange Agreement (Gourmet Herb Growers Inc)
Application of Takeover Protections. The Company has taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s Articles of Incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Investors as a result of the Investors and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation the Company’s issuance of the Shares and the Investors’ ownership of the SharesSecurities.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Cfo Consultants, Inc.), Securities Purchase Agreement (Concept Ventures Corp)
Application of Takeover Protections. The Company has taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s Articles of Incorporation (or similar charter documents) documents or the laws of its state of incorporation that is or could become applicable to the Investors Purchaser as a result of the Investors Purchaser and the Company fulfilling their obligations or exercising their rights under this Agreement, including, without limitation, the Transaction Documents, including without limitation the Company’s issuance of the Shares Company Stock and the Investors’ Purchaser’s ownership of the SharesCompany Stock.
Appears in 2 contracts
Samples: Stock Purchase Agreement (KBS Fashion Group LTD), Stock Purchase Agreement (KBS Fashion Group LTD)
Application of Takeover Protections. The Company has taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s Articles of Incorporation (or similar charter documents) documents or the laws of its state jurisdiction of incorporation organization that is or could become applicable to the Investors Shareholder as a result of the Investors Shareholder and the Company fulfilling their obligations or exercising their rights under this Agreement, including, without limitation, the Transaction Documents, including without limitation the Company’s issuance of the Shares Parent Stock and the Investors’ Shareholder’s ownership of the SharesParent Stock.
Appears in 1 contract
Samples: Share Exchange Agreement (Savanna East Africa, Inc.)
Application of Takeover Protections. The Company has taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s Articles Certificate of Incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Investors Investor as a result of the Investors Investor and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation the Company’s issuance of the Shares Securities and the Investors’ Investor’s ownership of the SharesSecurities.
Appears in 1 contract
Samples: Securities Purchase Agreement (Organic to Go Food CORP)
Application of Takeover Protections. The Company has taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s Articles of Incorporation (or similar charter documents) 's Charter Documents or the laws of its state of incorporation that is or could become applicable to the Investors each Subscriber as a result of the Investors such Subscriber and the Company fulfilling their obligations or exercising their rights under the Transaction Documentsthis Agreement, including including, without limitation limitation, the Company’s 's issuance of the Shares Notes and the Investors’ such Subscriber’s ownership of the SharesNotes.
Appears in 1 contract
Application of Takeover Protections. The Company has taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s Articles of Incorporation (or similar charter documents) Company Constituent Instruments or the laws of its state jurisdiction of incorporation organization that is or could become applicable to the Investors Shareholder as a result of the Investors Shareholder and the Company fulfilling their obligations or exercising their rights under this Agreement, including, without limitation, the Transaction Documents, including without limitation the Company’s issuance of the Shares and the Investors’ Shareholder’s ownership of the Shares.
Appears in 1 contract
Application of Takeover Protections. The Company has taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s Articles of Incorporation (or similar 's charter documents) documents or the laws of its state of incorporation that is or could become applicable to the Investors Members as a result of the Investors Members and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation the Company’s issuance of the Shares and the Investors’ ownership of the Sharesthis Agreement.
Appears in 1 contract
Application of Takeover Protections. The Company has taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s Articles of Incorporation (or similar charter documents) Company Constituent Instruments or the laws of its state jurisdiction of incorporation organization that is or could become applicable to the Investors Shareholders as a result of the Investors Shareholders and the Company fulfilling their obligations or exercising their rights under this Agreement, including, without limitation, the Transaction Documents, including without limitation the Company’s issuance of the Shares and the InvestorsShareholders’ ownership of the Shares.
Appears in 1 contract
Samples: Share Exchange Agreement (Fashion Tech International Inc)
Application of Takeover Protections. The Company has taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s Articles articles of Incorporation incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Investors Investor as a result of the Investors Investor and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation the Company’s issuance of the Shares Securities and the Investors’ Investor’s ownership of the SharesSecurities.
Appears in 1 contract
Application of Takeover Protections. The Company has taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s 's Articles of Incorporation (or similar charter documents) or the laws of its state of incorporation that is or could would become applicable to the Investors as a result of the Investors and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation the Company’s 's issuance of the Shares Securities and the Investors’ ' ownership of the SharesSecurities.
Appears in 1 contract
Samples: Securities Purchase Agreement (Sys)
Application of Takeover Protections. The Company has taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s Articles of Incorporation (or similar charter documents) documents or the laws of its state jurisdiction of incorporation formation that is or could become applicable to the Investors Shareholder as a result of the Investors Shareholder and the Company fulfilling their obligations or exercising their rights under this Agreement, including, without limitation, the Transaction Documents, including without limitation the Company’s issuance of the Shares and the Investors’ Shareholder’s ownership of the Textmunication Shares.
Appears in 1 contract
Samples: Share Exchange Agreement (Textmunication Holdings, Inc.)
Application of Takeover Protections. The Company has taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s Articles of Incorporation (or similar charter documents) documents or the laws of its state jurisdiction of incorporation formation that is or could become applicable to the Investors Shareholders as a result of the Investors Shareholders and the Company fulfilling their obligations or exercising their rights under this Agreement, including, without limitation, the Transaction Documents, including without limitation the Company’s issuance Shareholders’ exchange of the Company Shares and for the Investors’ ownership of the Parent Shares.
Appears in 1 contract
Application of Takeover Protections. The Company has taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s Articles of Incorporation (or similar charter documents) Company Charter Documents or the laws of its state of incorporation the United Kingdom that is or could become applicable to the Investors each Shareholder as a result of the Investors each Shareholder and the Company fulfilling their obligations or exercising their rights under this Agreement, including, without limitation, the Transaction Documents, including without limitation the Company’s issuance of the Shares Parent Securities and the Investors’ Shareholder’s ownership of the SharesParent Securities.
Appears in 1 contract
Application of Takeover Protections. The Company has taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) ), or other similar anti-takeover provision under the Company’s Articles of Incorporation (or similar charter documents) Charter Documents or the laws of its state of incorporation that is or could become applicable to the Investors Shareholders as a result of the Investors Shareholders and the Company fulfilling their obligations or exercising their rights under this Agreement, including, without limitation, the Transaction Documents, including without limitation the Company’s issuance of the Shares Parent Common Stock and the InvestorsShareholders’ ownership of the SharesParent Common Stock.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Adaptive Medias, Inc.)
Application of Takeover Protections. The Company Xxxxxx Xxxxx has taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s Articles of Incorporation (or similar charter documents) Xxxxxx Xxxxx Constituent Instruments or the laws of its state jurisdiction of incorporation organization that is or could become applicable to the Investors Shareholders as a result of the Investors Shareholders and the Company Xxxxxx Xxxxx fulfilling their obligations or exercising their rights under this Agreement, including, without limitation, the Transaction Documents, including without limitation the Company’s issuance of the Shares and the InvestorsShareholders’ ownership of the Shares.
Appears in 1 contract
Samples: Share Exchange Agreement (Princeton Acquisitions Inc)
Application of Takeover Protections. The Company has taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s Articles certificate of Incorporation incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Investors as a result of the Investors and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation the Company’s issuance of and/or delivery of all of the Shares and the Investors’ ownership of the Shares.
Appears in 1 contract
Application of Takeover Protections. The Company has taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s 's Articles of Incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Investors as a result of the Investors and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation the Company’s 's issuance of the Shares Securities and the Investors’ ' ownership of the Sharesthereof.
Appears in 1 contract
Samples: Securities Purchase Agreement (Verso Technologies Inc)
Application of Takeover Protections. The Company has taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s Articles of Incorporation (or similar charter documents) documents or the laws of its state of incorporation that is or could become applicable to the Investors Shareholder as a result of the Investors Shareholder and the Company fulfilling their obligations or exercising their rights under this Agreement, including, without limitation, the Transaction Documents, including without limitation the Company’s issuance of the Shares and the Investors’ Shareholder’s ownership of the Shares.
Appears in 1 contract
Application of Takeover Protections. The Company has taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s Articles of Incorporation (or similar charter documents) Company Charter Documents or the laws of its state of incorporation formation that is or could become applicable to the Investors Members as a result of the Investors Members and the Company fulfilling their obligations or exercising their rights under this Agreement, including, without limitation, the Transaction Documents, including without limitation the Company’s issuance of the Shares Parent Stock and the InvestorsMembers’ ownership of the SharesParent Stock.
Appears in 1 contract
Application of Takeover Protections. The Company has taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s Articles of Incorporation (or similar charter documents) documents or the laws of its state of incorporation that is or could become applicable to the Investors Shareholders as a result of the Investors Shareholders and the Company fulfilling their obligations or exercising their rights under this Agreement, including, without limitation, the Transaction Documents, including without limitation the Company’s issuance of the Shares Series A and the InvestorsShareholders’ ownership of the Shares.Series A.
Appears in 1 contract
Samples: Exchange Agreement (New You, Inc.)
Application of Takeover Protections. The Company has taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover anti‑takeover provision under the Company’s Articles 's Certificate of Incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Investors as a result of actions by the Investors and the Company fulfilling to fulfill their obligations or exercising exercise their rights under the Transaction Documents, including without limitation the Company’s 's issuance of the Shares Securities and the Investors’ ' ownership of the SharesSecurities.
Appears in 1 contract
Application of Takeover Protections. The Company has taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s Articles of Incorporation (or similar charter documents) documents or the laws of its state of incorporation that is or could become applicable to the Investors Company as a result of the Investors and the Company fulfilling their its obligations or exercising their rights under this Agreement, including, without limitation, the Transaction Documents, including without limitation the Company’s issuance of the GSRX Shares and the Investors’ ownership of the Sharesto CSI.
Appears in 1 contract
Application of Takeover Protections. The Company has taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s Articles of Incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Investors as a result of the Investors and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including including, without limitation limitation, the Company’s issuance of the Shares and the Investors’ ownership of the Shares.
Appears in 1 contract
Samples: Securities Purchase Agreement (Energroup Holdings Corp)
Application of Takeover Protections. The Company has taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti---takeover provision under the Company’s Articles 's Certificate of Incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Investors as a result of the Investors and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation the Company’s 's issuance of the Shares and the Investors’ ' ownership of the Shares.
Appears in 1 contract
Application of Takeover Protections. The Company has taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s Articles of Incorporation (or similar charter documents) documents or the laws of its state of incorporation that is or could become applicable to the Investors Intellinetics Holders as a result of the Investors Intellinetics Holders and the Company fulfilling their obligations or exercising their rights under this Agreement, including, without limitation, the Transaction Documents, including without limitation the Company’s issuance of the Shares Company Common Stock and the InvestorsIntellinetics Holders’ ownership of the SharesCompany Stock.
Appears in 1 contract
Samples: Securities Exchange Agreement (Globalwise Investments Inc)
Application of Takeover Protections. The Company has taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s Memorandum and Articles of Incorporation Association (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Investors solely as a result of the Investors and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation the Company’s issuance of the Shares Securities and the Investors’ ownership of the SharesSecurities.
Appears in 1 contract
Samples: Amendment and Exchange Agreement (Qiao Xing Universal Telephone Inc)
Application of Takeover Protections. The Company has taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s Articles of Incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Investors Purchaser as a result of the Investors Purchaser and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation the Company’s issuance of the Shares Securities and the Investors’ Purchaser’s ownership of the SharesSecurities.
Appears in 1 contract
Application of Takeover Protections. The Company has taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s Articles of Incorporation (or similar charter documents) Organization Documents or the laws of its state of incorporation that is or could become applicable to the Investors Purchaser as a result of the Investors Purchaser and the Company fulfilling their obligations or exercising their rights under the Transaction Documentsthis Agreement, including including, without limitation limitation, the Company’s issuance of the Shares Securities and the Investors’ Purchaser’s ownership of the SharesSecurities.
Appears in 1 contract
Samples: Securities Purchase Agreement (Black Cactus Global, Inc.)
Application of Takeover Protections. The Company has taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s Articles of Incorporation (or similar charter documents) documents or the laws of its state of incorporation that is or could become applicable to the Investors Holders as a result of the Investors Holders and the Company fulfilling their obligations or exercising their rights under this Agreement, including, without limitation, the Transaction Documents, including without limitation the Company’s issuance of the Shares Company Stock and the InvestorsHolders’ ownership of the SharesCompany Stock.
Appears in 1 contract
Application of Takeover Protections. The Company has taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s Articles of Incorporation (or similar charter documents) Charter Documents or the laws of its state the State of incorporation Delaware that is or could become otherwise would be applicable to the Investors as a result of the Investors Subscriber and the Company fulfilling their obligations or exercising their rights under the Transaction Documentsthis Agreement, including including, without limitation limitation, the Company’s 's issuance of the Shares Securities and the Investors’ Subscriber' ownership of the SharesSecurities.
Appears in 1 contract
Samples: Subscription Agreement (Diffusion Pharmaceuticals Inc.)
Application of Takeover Protections. The Company has taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s Articles 's Certificate of Incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Investors as a result of actions by the Investors and the Company fulfilling to fulfill their obligations or exercising exercise their rights under the Transaction Documents, including without limitation the Company’s 's issuance of the Shares Securities and the Investors’ ' ownership of the SharesSecurities.
Appears in 1 contract
Samples: Securities Purchase Agreement (Midwood Capital Management LLC)
Application of Takeover Protections. The Company has taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s Articles 's articles of Incorporation incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Investors Investor as a result of the Investors Investor and the Company fulfilling their its obligations or exercising their its rights under the Transaction Documentsthis Agreement, including without limitation the Company’s 's issuance of the Shares and grant of the Investors’ Warrants and the Investor's ownership of the SharesShares and Warrants.
Appears in 1 contract
Application of Takeover Protections. The Company has taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s Articles of Incorporation (or similar charter documents) documents or the laws of its state of incorporation that is or could become applicable to the Investors Members as a result of the Investors Members and the Company fulfilling their obligations or exercising their rights under this Agreement, including, without limitation, the Transaction Documents, including without limitation the Company’s issuance of the Shares Parent Preferred Stock and the InvestorsMembers’ ownership of the SharesParent Preferred Stock.
Appears in 1 contract
Application of Takeover Protections. The Company has taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s Articles of Incorporation (or similar charter documents) Charter Documents or the laws of its state of incorporation that is or could become applicable to the Investors Subscriber as a result of the Investors Subscriber and the Company fulfilling their obligations or exercising their rights under the Transaction Documentsthis Agreement, including including, without limitation limitation, the Company’s issuance of the Shares and the Investors’ Subscriber’s ownership of the Shares.
Appears in 1 contract
Application of Takeover Protections. The Company has taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s Articles articles of Incorporation incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Investors as a result of the Investors and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation the Company’s issuance of the Common Shares and the Investors’ ownership of the Common Shares.
Appears in 1 contract
Samples: Securities Purchase Agreement (Keating Capital Inc)
Application of Takeover Protections. The Company has taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s Articles of Incorporation (or similar charter documents) Charter Documents or the laws of its state of incorporation that is or could become applicable to the Investors an Investor as a result of the Investors an Investor and the Company fulfilling their obligations or exercising their rights under the Transaction Documentsthis Agreement, including including, without limitation limitation, the Company’s issuance of the Shares Securities and the Investors’ any Investor’s ownership of the SharesSecurities.
Appears in 1 contract
Samples: Securities Purchase Agreement (Kips Bay Medical, Inc.)
Application of Takeover Protections. The Company has taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s Articles Memorandum of Incorporation Association (or similar charter documents) or the laws of its state jurisdiction of incorporation that is or could become applicable to the Investors as a result of the Investors and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation the Company’s issuance of the Shares Securities and the Investors’ ownership of the SharesSecurities.
Appears in 1 contract
Samples: Securities Purchase Agreement (Silverstar Holdings LTD)
Application of Takeover Protections. The Company has taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s Articles 's Certificate of Incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Investors Subscribers as a result of the Investors Subscribers and the Company fulfilling their obligations or exercising their rights under the Transaction Documentsthis Agreement, including including, without limitation limitation, the Company’s 's issuance of the Shares and the Investors’ Subscribers' ownership of the Shares.
Appears in 1 contract
Samples: Subscription Agreement (National Investment Managers Inc.)
Application of Takeover Protections. The Company has taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s Articles of Incorporation (or similar charter documents) Company Charter Documents or the laws of its state of incorporation that is or could become applicable to the Investors Shareholders as a result of the Investors Shareholders and the Company fulfilling their obligations or exercising their rights under this Agreement, including, without limitation, the Transaction Documents, including without limitation the Company’s issuance of the Shares Parent Stock and the InvestorsShareholders’ ownership of the SharesParent Stock.
Appears in 1 contract
Application of Takeover Protections. The Company has taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s Articles of Incorporation (or similar charter documents) Charter or the laws Laws of the state of its state of incorporation that is or could become applicable to the Investors Purchasers as a result of the Investors Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation the Company’s issuance of the Shares Securities and the InvestorsPurchasers’ ownership of the SharesSecurities.
Appears in 1 contract
Application of Takeover Protections. The Company has taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s Articles of Incorporation (or similar charter documents) documents or the laws of its state jurisdiction of incorporation formation that is or could become applicable to the Investors Shareholder as a result of the Investors Shareholder and the Company fulfilling their obligations or exercising their rights under this Agreement, including, without limitation, the Transaction Documents, including without limitation the Company’s issuance of the Shares and the Investors’ Shareholder’s ownership of the Shares.
Appears in 1 contract
Samples: Share Exchange Agreement (Travel Hunt Holdings Inc)
Application of Takeover Protections. The Company has and its Board of Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s Articles Certificate of Incorporation (or similar charter documents) or the laws of its the state of its incorporation that which is or could become applicable to the Investors as a result of the Investors and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including including, without limitation limitation, the Company’s 's issuance of the Common Shares and the Investors’ ' ownership of the Common Shares.. n.
Appears in 1 contract
Samples: Exchange and Amendment Agreement (Lifestream Technologies Inc)
Application of Takeover Protections. The Company has taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s Articles of Incorporation (or similar charter documents) Company Charter or the laws of its state of incorporation that is or could become applicable to the Investors Company as a result of the Investors Stockholders and the Company fulfilling their obligations or exercising their rights under this Agreement, including, without limitation, the Transaction Documents, including without limitation the Company’s issuance of the Shares and the Investors’ ownership of the SharesShare Exchange.
Appears in 1 contract
Application of Takeover Protections. The Company has taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) ), or other similar anti-takeover provision under the Company’s Articles of Incorporation (or similar pursuant to its charter documents) documents or the laws of its state of incorporation (including, without limitation, under Section 203 of the Delaware General Corporation Law) that is or could become applicable to the Investors as a result of the Investors and the Company fulfilling their obligations or exercising their rights under pursuant to the Transaction Documents, including without limitation the Company’s issuance of the Shares and the Investors’ ownership of the Shares.
Appears in 1 contract
Samples: Note and Warrant Purchase Agreement (Identiv, Inc.)
Application of Takeover Protections. The Company has taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s Articles of Incorporation (or similar 's charter documents) documents or the laws of its state of incorporation that is or could become applicable to the Investors Paradigm Holders as a result of the Investors Paradigm Holders and the Company fulfilling their obligations or exercising their rights under this Exchange Agreement, including, without limitation, the Transaction Documents, including without limitation the Company’s issuance of the Shares Company Common Stock and the Investors’ Paradigm Holders' ownership of the SharesCompany Stock.
Appears in 1 contract
Samples: Securities Exchange Agreement (Bingham Canyon Corp)
Application of Takeover Protections. The Company has taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) ), or other similar anti-takeover provision under the Company’s Articles of Incorporation (or similar charter documents) Charter Documents or the laws of its state of incorporation that is or could become applicable to the Investors Shareholders as a result of the Investors Shareholders and the Company fulfilling their obligations or exercising their rights under this Agreement, including, without limitation, the Transaction Documents, including without limitation the Company’s issuance of the Shares Parent Stock and the InvestorsShareholders’ ownership of the SharesParent Stock.
Appears in 1 contract
Application of Takeover Protections. The Company has taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover anti‑takeover provision under the Company’s Articles of Incorporation (or similar charter documents) documents or the laws of its state of incorporation that is or could become applicable to the Investors Shareholders as a result of the Investors Shareholders and the Company fulfilling their obligations or exercising their rights under this Agreement, including, without limitation, the Transaction Documents, including without limitation the Company’s issuance of the Shares Parent Stock and the InvestorsShareholders’ ownership of the SharesParent Stock.
Appears in 1 contract
Application of Takeover Protections. The Company has and its board of directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) combination or other similar anti-takeover provision under the Company’s Articles of Incorporation (or similar charter documents) or the laws of its the state of its incorporation that which is or could become applicable to the Investors as a result of the Investors and the Company fulfilling their obligations or exercising their rights under the Transaction Documentstransactions contemplated by this Agreement, including including, without limitation limitation, the Company’s issuance of the Common Shares and the Investors’ ownership of the Common Shares.
Appears in 1 contract
Samples: Securities Purchase Agreement (Internet America Inc)
Application of Takeover Protections. The Company has taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s Articles of Incorporation (or similar charter documents) Company Charter Documents or the laws of its state of incorporation that is or could become applicable to the Investors Company as a result of the Investors and the Company fulfilling their its obligations or exercising their rights under the Transaction Documents, including without limitation the Company’s issuance of the Shares and the Investors’ ownership of the Sharesthis Agreement.
Appears in 1 contract
Samples: Securities Purchase Agreement (World Surveillance Group Inc.)
Application of Takeover Protections. The Company has taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-–takeover provision under the Company’s Articles Certificate of Incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Investors Purchasers as a result of the Investors Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation the Company’s issuance of the Shares Securities and the InvestorsPurchasers’ ownership of the SharesSecurities.
Appears in 1 contract
Application of Takeover Protections. The Company has taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s Articles 's articles of Incorporation incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Investors as a result of the Investors and the Company fulfilling their obligations or exercising their rights under the Transaction Documentsthis Agreement, including without limitation the Company’s 's issuance of the Shares and the Investors’ ' ownership of the Shares.. Share Purchase Agreement
Appears in 1 contract
Application of Takeover Protections. The Company has taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) ), or other similar anti-takeover provision under the Company’s Articles of Incorporation (or similar pursuant to its charter documents) documents or the laws of its state of incorporation that is or could become applicable to the Investors as a result of the Investors and the Company fulfilling their obligations or exercising their rights under pursuant to the Transaction Documents, including without limitation the Company’s issuance of the Shares and the Investors’ ownership of the Shares.
Appears in 1 contract
Samples: Note and Warrant Purchase Agreement (Liqtech International Inc)
Application of Takeover Protections. The Company has taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s Articles Certificate of Incorporation (or similar charter documents) or the laws of its state of incorporation Delaware or any agreement to which the Company is a party that is or could become applicable to the Investors Purchasers as a result of the Investors their and the Company fulfilling Company’s fulfillment of their respective obligations or exercising the exercise of their respective rights under the Transaction Documentsthis Agreement, including without limitation the Company’s issuance of the Shares and the Investors’ ownership of the Conversion Shares.
Appears in 1 contract
Samples: Purchase Agreement (Ddi Corp)
Application of Takeover Protections. The Company has taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover anti‑takeover provision under the Company’s Articles of Incorporation (or similar charter documents) Charter Documents or the laws of its state of incorporation that is or could become applicable to the Investors Subscriber as a result of the Investors Subscriber and the Company fulfilling their obligations or exercising their rights under the Transaction Documentsthis Agreement, including including, without limitation limitation, the Company’s issuance of the Shares Securities and the InvestorsSubscribers’ ownership of the SharesSecurities.
Appears in 1 contract
Samples: Form of Unit Purchase Agreement (Citius Pharmaceuticals, Inc.)
Application of Takeover Protections. The the Company has taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s Articles of Incorporation (or similar charter documents) Company Constituent Instruments or the laws of its state jurisdiction of incorporation organization that is or could become applicable to the Investors Shareholder as a result of the Investors Shareholder and the Company fulfilling their obligations or exercising their rights under this Agreement, including, without limitation, the Transaction Documents, including without limitation the Company’s issuance of the Shares and the Investors’ Shareholder’s ownership of the Shares.
Appears in 1 contract
Application of Takeover Protections. The Company has taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s Articles of Incorporation (or similar charter documents) documents or the laws of its state of incorporation that is or could become applicable to the Investors Investor as a result of the Investors Investor and the Company fulfilling their obligations or exercising their rights under the Transaction Documentsthis Agreement, including including, without limitation limitation, as a result of the Company’s issuance of the Shares and the Investors’ Investor’s ownership of the Shares.
Appears in 1 contract
Application of Takeover Protections. The Company has taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s Articles of Incorporation (or similar 's charter documents) documents or the laws of its state the jurisdiction of the Company’s incorporation that is or could become applicable to the Investors as a result of the Investors Auxerre and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation the Company’s issuance of the Shares and the Investors’ ownership of the Sharesthis Agreement.
Appears in 1 contract