Common use of Application of Takeover Protections Clause in Contracts

Application of Takeover Protections. The Parent 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 Parent’s charter documents or the laws of its state of incorporation that is or could become applicable to the Shareholders as a result of the Shareholders and the Parent fulfilling their obligations or exercising their rights under this Agreement, including, without limitation, the issuance of the Parent Stock and the Shareholders’ ownership of the Parent Stock.

Appears in 21 contracts

Samples: Share Exchange Agreement (KBS Fashion Group LTD), Share Exchange Agreement (KBS Fashion Group LTD), Share Exchange Agreement (TimefireVR Inc.)

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Application of Takeover Protections. The Parent 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 Parent’s charter documents or the laws of its state of incorporation that is or could become applicable to the Shareholders as a result of the Shareholders and the Parent fulfilling their obligations or exercising their rights under this Agreement, including, without limitation, the issuance of the Parent Stock Shares and the Shareholders’ ownership of the Parent StockShares.

Appears in 12 contracts

Samples: Share Exchange Agreement (China Unitech Group, Inc.), Share Exchange Agreement (BTHC X Inc), Share Exchange Agreement (BTHC Viii Inc)

Application of Takeover Protections. The Parent 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 Parent’s charter documents or the laws of its state of incorporation that is or could become applicable to the Shareholders Shareholder as a result of the Shareholders Shareholder and the Parent fulfilling their obligations or exercising their rights under this Agreement, including, without limitation, the issuance of the Parent Stock Shares and the Shareholders’ Shareholder’s ownership of the Parent StockShares.

Appears in 11 contracts

Samples: Share Exchange and Funding Agreement, Share Exchange Agreement (Imperalis Holding Corp.), Share Exchange Agreement (Imperalis Holding Corp.)

Application of Takeover Protections. The Parent 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 Parent’s 's charter documents or the laws of its state of incorporation that is or could become applicable to the Shareholders Stockholders as a result of the Shareholders Stockholders and the Parent fulfilling their obligations or exercising their rights under this Agreement, including, without limitation, the issuance of the Parent Stock Shares and the Shareholders’ Stockholders' ownership of the Parent StockShares.

Appears in 5 contracts

Samples: Share Exchange Agreement (Las Vegas Resorts Corp), Share Exchange Agreement (Equicap Inc), Share Exchange Agreement (Concept Ventures Corp)

Application of Takeover Protections. The Parent 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 Parent’s Parent charter documents (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Shareholders as a result of the Shareholders and Merger, including without limitation as a result of the Parent fulfilling their obligations or exercising their rights under this Agreement, including, without limitation, the Parent’s issuance of the Parent Common Stock and the ShareholdersCompany shareholders’ ownership of the Parent Common Stock.

Appears in 4 contracts

Samples: Agreement and Plan of Merger and Reorganization (Nevaeh Enterprises Ltd.), Agreement and Plan of Merger (310 Holdings, Inc.), Agreement and Plan of Merger and Reorganization (Tres Estrellas Enterprises, Inc.)

Application of Takeover Protections. The Parent 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 Parent’s charter documents or the laws of its state of incorporation that is or could become applicable to the Shareholders Shareholder as a result of the Shareholders Shareholder and the Parent fulfilling their obligations or exercising their rights under this Agreement, including, without limitation, the issuance of the Parent Stock and the ShareholdersShareholder’ ownership of the Parent 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 Parent 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 Parent’s 's Charter (or similar charter documents documents) or the laws of its state of incorporation that is or could become applicable to the Shareholders Stockholders as a result of the Shareholders Stockholders and the Parent fulfilling their obligations or exercising their rights under this Agreement, including, without limitation, the Parent's issuance of the Parent Stock Shares and the ShareholdersStockholders’ ownership of the Parent StockShares.

Appears in 3 contracts

Samples: Share Exchange Agreement (Banjo & Matilda, Inc.), Share Exchange Agreement (Clavis Technologies International Co., Ltd.), Share Exchange Agreement (Clavis Technologies International Co., Ltd.)

Application of Takeover Protections. The Parent 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 Parent’s charter documents or the laws of its state of incorporation that is or could become applicable to the Shareholders Stockholder as a result of the Shareholders Stockholder and the Parent fulfilling their obligations or exercising their rights under this Agreement, including, without limitation, the issuance of the Parent Stock Shares and the Shareholders’ Stockholder’s ownership of the Parent StockShares.

Appears in 3 contracts

Samples: Share Exchange Agreement (Heavy Earth Resources, Inc.), Share Exchange Agreement (Millennium Quest Inc), Share Exchange Agreement (Certified Technologies Corp)

Application of Takeover Protections. The Parent has taken all necessary action, if any, in order is not subject to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Parent’s charter documents Parent Charter Documents or the laws of its state of incorporation formation that is or could become applicable to the Shareholders Parent as a result of the Shareholders and the Parent fulfilling their its obligations or exercising their rights under this Agreement, including, without limitation, the issuance of the Parent Stock Acquisition Shares and the Shareholders’ Company Shareholder’s ownership of the Parent StockAcquisition Shares.

Appears in 3 contracts

Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Marathon Patent Group, Inc.), Agreement and Plan of Merger (Marathon Patent Group, Inc.)

Application of Takeover Protections. The Parent 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 Parent’s charter documents or the laws of its state of incorporation that is or could become applicable to the Shareholders Members as a result of the Shareholders Members and the Parent fulfilling their obligations or exercising their rights under this Agreement, including, without limitation, the issuance of the Parent Stock and the ShareholdersMembers’ ownership of the Parent Stock.

Appears in 3 contracts

Samples: Exchange Agreement (New You, Inc.), Securities Exchange Agreement (Bitcoin Shop Inc.), Securities Exchange Agreement (American Strategic Minerals Corp)

Application of Takeover Protections. The Parent 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 Parent’s charter documents Parent Constituent Instruments or the laws of its state the State of incorporation Colorado that is or could become applicable to the Shareholders as a result of the Shareholders and the Parent fulfilling their obligations or exercising their rights under this Agreement, including, without limitation, the issuance of the Parent Stock Shares and the Shareholders’ Shareholder’s ownership of the Parent StockShares.

Appears in 2 contracts

Samples: Share Exchange Agreement (Fero Industries, Inc.), Share Exchange Agreement (Fero Industries, Inc.)

Application of Takeover Protections. The Parent 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 Parent’s charter documents Parent Charter, Parent Bylaws or the laws Laws of its state of incorporation that is or could become applicable to the Shareholders as a result of the Shareholders and the Parent fulfilling their obligations or exercising their rights under this Agreement, including, without limitation, the issuance of the Parent Exchange Stock and the Shareholders’ ownership of the Parent Exchange Stock.

Appears in 2 contracts

Samples: Securities Exchange Agreement (22nd Century Group, Inc.), Securities Exchange Agreement (Exactus, Inc.)

Application of Takeover Protections. The Parent 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 Parent’s charter documents or the laws of its state of incorporation that is or could become applicable to the Shareholders as a result of the Shareholders and the Parent fulfilling their obligations or exercising their rights under this Agreement, including, without limitation, the issuance of the Parent Stock Shares and the Shareholders’ ownership of the Parent StockShares.

Appears in 2 contracts

Samples: Share Exchange Agreement (National Graphite Corp), Share Exchange Agreement (Saguaro Resources, Inc.)

Application of Takeover Protections. The Parent 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 Parent’s charter documents or the laws of its state of incorporation that is or could become applicable to the Shareholders Members as a result of the Shareholders Members and the Parent fulfilling their obligations or exercising their rights under this Agreement, including, without limitation, the issuance of the Parent Stock Shares and the ShareholdersMembers’ ownership of the Parent StockShares.

Appears in 2 contracts

Samples: Share Exchange Agreement (Rio Bravo Oil, Inc.), Share Exchange Agreement (Rio Bravo Oil, Inc.)

Application of Takeover Protections. The Parent 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 Parent’s charter documents or the laws of its state of incorporation that is or could become applicable to the Shareholders as a result of the Shareholders and the Parent fulfilling their obligations or exercising their rights under this Agreement, including, without limitation, the issuance of the Parent Common Stock and the Shareholders’ ownership of the Parent Common Stock.

Appears in 2 contracts

Samples: Share Exchange Agreement (Novint Technologies Inc), Share Exchange Agreement (Novint Technologies Inc)

Application of Takeover Protections. The Parent 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 Parent’s charter documents Parent Charter or the laws of its state the State of incorporation Nevada that is or could become applicable to the Shareholders Company as a result of the Shareholders Company and the Parent fulfilling their obligations or exercising their rights under this Agreement, including, without limitation, the issuance of the Parent Stock and the Shareholders’ ownership of the Parent Stock.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Spiral Energy Tech., Inc.), Agreement and Plan of Reorganization (Fuse Science, Inc.)

Application of Takeover Protections. The Parent 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 Parent’s Parent Organizational Documents (or similar charter documents or the laws of its state of incorporation documents) that is or could become applicable to the Shareholders Company Stockholders as a result of the Shareholders and Merger, including without limitation as a result of the Parent fulfilling their obligations or exercising their rights under this Agreement, including, without limitation, the Parent’s issuance of the Parent Stock and the Shareholders’ ownership of the Parent Class A Stock.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Camden Learning CORP), Registration Rights Agreement (Camden Learning CORP)

Application of Takeover Protections. The Parent 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 Parent’s charter documents or the laws of its state of incorporation that is or could become applicable to the Shareholders Shareholder as a result of the Shareholders Shareholder and the Parent fulfilling their obligations or exercising their rights under this Agreement, including, without limitation, the issuance of the Parent Stock and the Shareholders’ Shareholder’s ownership of the Parent Stock.

Appears in 2 contracts

Samples: Securities Exchange Agreement (World Surveillance Group Inc.), Share Exchange Agreement (Savanna East Africa, Inc.)

Application of Takeover Protections. The Parent 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 Parent’s charter documents or the laws of its state of incorporation that is or could become applicable to the Shareholders shareholders of the Company as a result of the Shareholders shareholders and the Parent fulfilling their obligations or exercising their rights under this Agreement, including, without limitation, the issuance of the Parent Stock Shares and the Shareholdersshareholders’ ownership of the Parent StockShares.

Appears in 1 contract

Samples: Stock Purchase Agreement (Aspen Racing Stables. Inc.)

Application of Takeover Protections. The Parent 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 Parent’s charter documents or the laws of its state of incorporation that is or could become applicable to the Shareholders as a result of the Shareholders and the Parent fulfilling their obligations or exercising their rights under this Agreement, including, without limitation, the issuance of the Parent Stock and the Shareholders’ ownership and voting of the Parent Stock.

Appears in 1 contract

Samples: Share Exchange Agreement (Stone Harbor Investments, Inc.)

Application of Takeover Protections. The Parent 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 Parent’s 's charter documents or the laws of its state of incorporation that is or could become applicable to the Shareholders Shareholder as a result of the Shareholders Shareholder and the Parent fulfilling their obligations or exercising their rights under this Agreement, including, without limitation, the issuance of the Parent Stock Shares and the Shareholders’ Shareholder’s ownership of the Parent StockShares.

Appears in 1 contract

Samples: Share Exchange Agreement (Point Acquisition Corp)

Application of Takeover Protections. The Parent 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 Parent’s 's Charter (or similar charter documents documents) or the laws of its state of incorporation that is or could become applicable to the Shareholders Stockholders as a result of the Shareholders Stockholders and the Parent fulfilling their obligations or exercising their rights under this Agreement, including, without limitation, the Parent's issuance of the Parent Stock Shares and the Shareholders’ Stockholders' ownership of the Parent StockShares.

Appears in 1 contract

Samples: Share Exchange Agreement (Strong Technical Inc)

Application of Takeover Protections. The Parent 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 Parent’s charter documents Parent Charter or the laws of its state of incorporation that is or could become applicable to the Shareholders Stockholders as a result of the Shareholders Stockholders and the Parent fulfilling their obligations or exercising their rights under this Agreement, including, without limitation, the issuance of the Parent Stock Shares and the ShareholdersStockholders’ ownership of the Parent StockShares.

Appears in 1 contract

Samples: Share Exchange Agreement (Perfect Moment Ltd.)

Application of Takeover Protections. The Parent 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 Parent’s charter documents or the laws of its state of incorporation that is or could become applicable to the Shareholders Shareholder as a result of the Shareholders Shareholder and the Parent fulfilling their obligations or exercising their rights under this Agreement, including, without limitation, the issuance of the Parent Stock Shares and the Shareholders’ Shareholder’s ownership of the Parent StockShares.

Appears in 1 contract

Samples: Share Exchange Agreement (Travel Hunt Holdings Inc)

Application of Takeover Protections. The Parent 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 Parent’s charter documents Charter Documents or the laws of its state of incorporation that is or could become applicable to the Shareholders as a result of the Shareholders and the Parent fulfilling their obligations or exercising their rights under this Agreement, including, without limitation, the issuance of the Parent Common Stock and the Shareholders’ ownership of the Parent Common Stock.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Adaptive Medias, Inc.)

Application of Takeover Protections. The Parent 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 Parent’s charter documents or the laws of its state of incorporation that is or could become applicable to the Shareholders Members as a result of the Shareholders Members and the Parent fulfilling their obligations or exercising their rights under this Agreement, including, without limitation, the issuance of the Parent Preferred Stock and the ShareholdersMembers’ ownership of the Parent Preferred Stock.

Appears in 1 contract

Samples: Share Exchange Agreement (Safe Pro Group Inc.)

Application of Takeover Protections. The Parent 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 Parent’s charter documents or the laws of its state of incorporation that is or could become applicable to the Shareholders Member as a result of the Shareholders Member and the Parent fulfilling their obligations or exercising their rights under this Agreement, including, without limitation, the issuance of the Parent Stock and the Shareholders’ Member’s ownership of the Parent Stock.

Appears in 1 contract

Samples: Securities Exchange Agreement (California Gold Corp.)

Application of Takeover Protections. The Parent 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 Parent’s charter documents or the laws of its state of incorporation that is or could become applicable to the Shareholders Stockholder as a result of the Shareholders Stockholder and the Parent fulfilling their obligations or exercising their rights under this Agreement, including, without limitation, the issuance of the Parent Stock and the ShareholdersStockholder’ ownership of the Parent Stock.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Infusion Brands International, Inc.)

Application of Takeover Protections. The Parent 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 Parent’s 's charter documents or the laws of its state of incorporation that is or could become applicable to the Shareholders Shareholder as a result of the Shareholders Shareholder and the Parent fulfilling their obligations or exercising their rights under this Agreement, including, without limitation, the issuance of the Parent Stock and the Shareholders’ Shareholder' ownership of the Parent Stock.

Appears in 1 contract

Samples: Share Exchange Agreement (SweeGen, Inc.)

Application of Takeover Protections. The Parent 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 Parent’s 's Charter (or similar charter documents documents) or the laws of its state of incorporation that is or could become applicable to the Shareholders Stockholders as a result of the Shareholders Stockholders and the Parent fulfilling their obligations or exercising their rights under this Agreement, including, without limitation, the Parent's issuance of the Parent Stock Shares and the Shareholders’ stockholders, ownership of the Parent StockShares.

Appears in 1 contract

Samples: Share Exchange Agreement (Zhongpin Inc.)

Application of Takeover Protections. The Parent 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 Parent’s charter documents or the laws of its state of incorporation that is or could become applicable to the Shareholders as a result of the Shareholders and the Parent fulfilling their obligations or exercising their rights under this Agreement, including, without limitation, the issuance of the Parent Stock and the Shareholders’ ownership of the Parent Stock.

Appears in 1 contract

Samples: Share Exchange Agreement (Discovery Gold Corp)

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Application of Takeover Protections. The Parent 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 Parent’s 's charter documents or the laws of its state of incorporation that is or could become applicable to the Shareholders Shareholder as a result of the Shareholders Shareholder and the Parent fulfilling their obligations or exercising their rights under this Agreement, including, without limitation, the issuance of the Parent Stock Shares and the Shareholders’ Shareholder's ownership of the Parent StockShares.

Appears in 1 contract

Samples: Share Exchangeagreement (Cubed, Inc.)

Application of Takeover Protections. The Parent 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 Parent’s charter documents or the laws of its state of incorporation that is or could become applicable to the Shareholders Members as a result of the Shareholders Members and the Parent fulfilling their obligations or exercising their rights under this Agreement, including, without limitation, the issuance of the Parent Stock Shares and the Shareholders’ Member’s ownership of the Parent StockShares.

Appears in 1 contract

Samples: Unit Exchange Agreement (Tablemax Corp)

Application of Takeover Protections. The Parent 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 Parent’s 's charter documents or the laws of its state of incorporation that is or could become applicable to the Shareholders as a result of the Shareholders and the Parent fulfilling their obligations or exercising their rights under this Agreement, including, without limitation, the issuance of the Parent Stock Shares and the Shareholders’ ownership of the Parent StockShares.

Appears in 1 contract

Samples: Share Exchange Agreement (Wentworth Ii Inc)

Application of Takeover Protections. The Parent 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 Parent’s charter documents or the laws of its state of incorporation that is or could become applicable to the Shareholders Member as a result of the Shareholders Member and the Parent fulfilling their obligations or exercising their rights under this Agreement, including, without limitation, the issuance of the Parent Stock Exchange Securities and the ShareholdersMember’ ownership of the Parent StockExchange Securities.

Appears in 1 contract

Samples: Share Exchange Agreement (Cyberspace Vita, Inc.)

Application of Takeover Protections. The Parent 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 Parent’s charter documents Parent Constituent Instruments or the laws of its state the State of incorporation Colorado that is or could become applicable to the Shareholders Company as a result of the Shareholders Company and the Parent fulfilling their obligations or exercising their rights under this Agreement, including, without limitation, the issuance of the Parent Stock Shares and the Shareholders’ Company’s ownership of the Parent StockShares.

Appears in 1 contract

Samples: Asset Purchase Agreement (Fero Industries, Inc.)

Application of Takeover Protections. The Parent 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 Parent’s charter documents or the laws of its state of incorporation that is or could become applicable to the Shareholders Shareholder as a result of the Shareholders and the Parent fulfilling their obligations or exercising their rights under this Agreement, including, without limitation, the issuance of the Parent Stock Shares and the Shareholders’ Shareholder’s ownership of the Parent StockShares.

Appears in 1 contract

Samples: Share Exchange Agreement (Volcan Holdings, Inc.)

Application of Takeover Protections. The Parent 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 Parent’s charter documents Parent Charter or the laws of its state the State of incorporation Nevada that is or could become applicable to the Shareholders Company as a result of the Shareholders Seller and the Parent fulfilling their obligations or exercising their rights under this Agreement, including, without limitation, the issuance of the Parent Stock and the Shareholders’ Seller’s ownership of the Parent Stock.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Genius Brands International, Inc.)

Application of Takeover Protections. The Parent 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 Parent’s charter documents Parent Constituent Instruments or the laws of its state the State of incorporation Nevada that is or could become applicable to the Shareholders as a result of the Shareholders and the Parent fulfilling their obligations or exercising their rights under this Agreement, including, without limitation, the issuance of the Parent Stock Shares and the Shareholders’ Shareholder’s ownership of the Parent StockShares.

Appears in 1 contract

Samples: Share Exchange Agreement (Sunrise Global Inc.)

Application of Takeover Protections. The Parent 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 Parent’s charter documents Charter Documents or the laws of its state of incorporation that is or could become applicable to the Shareholders as a result of the Shareholders and the Parent fulfilling their obligations or exercising their rights under this Agreement, including, without limitation, the issuance of the Parent Preferred Stock and the Shareholders’ ownership of the Parent Preferred Stock.

Appears in 1 contract

Samples: Securities Exchange Agreement and Plan of Merger (Universal Resources)

Application of Takeover Protections. The Parent 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 Parent’s charter documents or the laws of its state of incorporation that is or could become applicable to the PetVivo Shareholders as a result of the PetVivo Shareholders and the Parent fulfilling their obligations or exercising their rights under this Agreement, including, without limitation, the issuance of the Parent Stock and the PetVivo Shareholders' ownership of the Parent Stock.

Appears in 1 contract

Samples: Securities Exchange Agreement (Technologies Scan Corp)

Application of Takeover Protections. The Parent 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 Parent’s charter documents Parent Charter, the Parent Bylaws or the laws of its state of incorporation that is or could become applicable to the Shareholders as a result of the Shareholders and the Parent fulfilling their obligations or exercising their rights under this Agreement, including, without limitation, the issuance of the Parent Stock Shares and the Shareholders’ ownership of the Parent StockShares.

Appears in 1 contract

Samples: Share Exchange Agreement (BTHC Iii Inc.)

Application of Takeover Protections. The Parent 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 Parent’s 's charter documents or the laws of its state of incorporation that is or could become applicable to the Shareholders Stockholders as a result of the Shareholders Stockholders and the Parent fulfilling their obligations or exercising their rights under this Agreement, including, without limitation, the issuance of the Parent Stock Shares and the ShareholdersStockholders’ ownership of the Parent StockShares.

Appears in 1 contract

Samples: Share Exchange Agreement (Intra Asia Entertainment Corp)

Application of Takeover Protections. The Parent 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 Parent’s charter documents Charter Documents or the laws of its state of incorporation that is or could become applicable to the Shareholders as a result of the Shareholders and the Parent fulfilling their obligations or exercising their rights under this Agreement, including, without limitation, the issuance of the Parent Stock and the Shareholders’ ownership of the Parent Stock.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Mimvi, Inc.)

Application of Takeover Protections. The Parent 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 Parent’s charter documents or the laws of its state of incorporation that is or could become applicable to the Xxxx Shareholders as a result of the Xxxx Shareholders and the Parent fulfilling their obligations or exercising their rights under this Agreement, including, without limitation, the issuance of the Parent Stock and the Xxxx Shareholders' ownership of the Parent Stock.

Appears in 1 contract

Samples: Securities Exchange Agreement (TagLikeMe Corp.)

Application of Takeover Protections. The Parent 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 Parent’s parent Charter (or similar charter documents documents) or the laws of its state of incorporation that is or could become applicable to the Shareholders Stockholders as a result of the Shareholders and Merger, including without limitation as a result of the Parent fulfilling their obligations or exercising their rights under this Agreement, including, without limitation, the Parent’s issuance of the Parent Common Stock and the ShareholdersStockholders’ ownership of the Parent Common Stock.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Affinity Media International Corp.,)

Application of Takeover Protections. The Parent 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 Parent’s 's charter documents or the laws of its state of incorporation that is or could become applicable to the Shareholders Members as a result of the Shareholders Members and the Parent fulfilling their obligations or exercising their rights under this Agreement, including, without limitation, the issuance of the Parent Stock and the Shareholders’ ownership of the Parent Stock.

Appears in 1 contract

Samples: Securities Exchange Agreement (Rto Holdings Inc)

Application of Takeover Protections. The Parent has and its board of directors have taken all necessary action, if any, in order to render inapplicable any stock control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Parent’s charter documents or the laws of its state of incorporation that Parent Governing Documents which is or could become applicable to the Shareholders Company as a result of the Shareholders Mergers. Parent and the Parent fulfilling their obligations its board of directors have taken all necessary action, if any, in order to render inapplicable any stockholder rights plan or exercising their rights under this Agreement, including, without limitation, the issuance similar arrangement relating to accumulations of the Parent Stock and the Shareholders’ beneficial ownership of the Parent StockShares or a change of control of Parent.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Office Depot Inc)

Application of Takeover Protections. The Parent 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 Parent’s parent Charter (or similar charter documents documents) or the laws of its state of incorporation that is or could become applicable to the Shareholders Members as a result of the Shareholders and Merger, including without limitation as a result of the Parent fulfilling their obligations or exercising their rights under this Agreement, including, without limitation, the Parent’s issuance of the Parent Common Stock and the ShareholdersMembers’ ownership of the Parent Common Stock.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Brampton Crest International Inc)

Application of Takeover Protections. The Parent 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 Parent’s charter documents or the laws of its state of incorporation that is or could become applicable to the Shareholders as a result of the Shareholders and the Parent fulfilling their obligations or exercising their rights under this Agreement, including, without limitation, the issuance of the Parent Stock Series A and the Shareholders’ ownership of the Parent Stock.Series A.

Appears in 1 contract

Samples: Exchange Agreement (New You, Inc.)

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