Business Combination Statutes Sample Clauses
The Business Combination Statutes clause defines how mergers, acquisitions, or other significant business combinations involving the company are governed in accordance with relevant state or federal laws. This clause typically outlines the procedures and approvals required for such transactions, referencing specific statutes that may impose waiting periods, disclosure obligations, or shareholder voting requirements. Its core function is to ensure that any business combination is conducted in compliance with applicable legal frameworks, thereby protecting the interests of shareholders and reducing the risk of unlawful or contested transactions.
Business Combination Statutes. AveXis is incorporated under the laws of the State of Delaware and is subject to the provisions of Section 203 of the DGCL (the "Business Combination Provisions"), which imposes certain restrictions upon business combinations involving AveXis. The following description is not complete and is qualified in its entirety by reference to the provisions of the Business Combination Provisions. In general, the Business Combination Provisions prevent a Delaware corporation from engaging in a "business combination" (which is defined to include a variety of transactions, including mergers) with an "interested stockholder" for a period of three years following the time such person became an interested stockholder unless: • prior to such time the board of directors of the corporation approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder; • upon consummation of the transaction which resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding for purposes of determining the voting stock outstanding those shares owned (i) by persons who are directors and also officers and (ii) employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or • at or subsequent to such time the business combination is approved by the board of directors and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least 662/3% of the outstanding voting stock which is not owned by the interested stockholder. For purposes of the Business Combination Provisions, the term "interested stockholder" generally means any person (other than the corporation and any direct or indirect majority-owned subsidiary of the corporation) that (i) is the owner of 15% or more of the outstanding voting stock of the corporation or (ii) is an affiliate or associate of the corporation and was the owner of 15% or more of the outstanding voting stock of the corporation at any time within the three-year period immediately prior to the date on which it is sought to be determined whether such person is an interested stockholder; and the affiliates and associates of such person. Upon consummation of the Offer, Parent ...
Business Combination Statutes. None of LMC Animal Planet, IDT Parent or any of their respective “affiliates” and “associates” (as such terms are defined in Section 203 of the DGCL or any comparable business combination statute of any applicable jurisdiction) shall as a result of the execution of this Agreement or consummation of the Mergers, be subject to any of the restrictions of Section 203 of the DGCL, or any similar provisions of Applicable Law with respect to IDT Parent or any of IDT Parent’s direct or indirect subsidiaries, any of the shares of which are publicly traded.
Business Combination Statutes. (a) The Company's Board of Directors has taken all action necessary to approve this Agreement and the other Equity Documents and the consummation of any of the Transactions for purposes of Section 203 of the DGCL, so that the limitations set forth in Section 203 of the DGCL shall not apply as a result of the delivery and execution of this Agreement and the other Equity Documents and the consummation of any of the Transactions.
(b) No other "fair price", "moratorium", "control share acquisition" or other form of antitakeover statute or regulation applies to this Agreement (each a "Takeover Statute"), any of the other Equity Documents or any of the Transactions. The Company has no shareholder rights agreement or plan in effect that causes or permits, or will cause or permit, stockholders to exercise rights as a result of the existence or implementation of this Agreement, any of the other Equity Documents, or any of the Transactions, and the Company has issued no rights pursuant to any stockholder rights agreement or plan that have, or would, become unredeemable or exercisable as a result of the execution, delivery or performance of any of this Agreement or any of the other Equity Documents or the consummation of any of the Transactions.
Business Combination Statutes. Adeza is incorporated under the laws of the State of Delaware and therefore is subject to the provisions of Section 203 of the DGCL (the “Business Combination Provisions”), which imposes certain restrictions upon business combinations involving Adeza. The foregoing description is not complete and is qualified in its entirety by reference to the provisions of the Business Combination Provisions. In general, the Business Combination Provisions prevent a Delaware corporation from engaging in a “business combination” (which is defined to include a variety of transactions, including mergers) with an “interested stockholder” for a period of three years following the time such person became an interested stockholder unless: • prior to such time the board of directors of the corporation approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder; • upon consummation of the transaction which resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding for purposes of determining the voting stock outstanding those shares owned (i) by persons who are directors and also officers and (ii) employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or • at or subsequent to such time the business combination is approved by the board of directors and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least 66 2/3% of the outstanding voting stock which is not owned by the interested stockholder.
Business Combination Statutes. None of Liberty Parent, IDT Parent, or any of their respective “affiliates” and “associates” (as such terms are defined in Section 203 of the DGCL or any comparable business combination statute of any applicable jurisdiction) shall as a result of the execution of this Agreement or consummation of the Mergers, be subject to any of the restrictions of Section 203 of the DGCL, or any similar provisions of Applicable Law with respect to IDT Parent or any of IDT Parent’s direct or indirect subsidiaries any of the shares of which are publicly traded.
Business Combination Statutes. Prior to the Closing, the Company and the Board have taken such actions as are necessary to exempt Purchaser and any of its Affiliates from the provisions of Section 203 of the Delaware General Corporation Law or otherwise render inapplicable any other interested shareholder, business combination or control share acquisition or any other similar statute or provision in the Certificate of Incorporation or Bylaws, and following the Closing, the Company and the Board shall continue to take any actions that are necessary to ensure that Purchaser and its Affiliates remain exempt, and refrain from taking any such actions that may have the opposite impact.
Business Combination Statutes. A number of states (including Delaware, where Science 37 is incorporated) have adopted takeover laws and regulations that purport, to varying degrees, to apply to attempts to acquire securities of corporations that are incorporated in such states, or whose business operations have substantial economic effects in such states, or which have substantial assets, security holders, employees, principal executive offices or principal places of business in such states. Science 37 has opted out of Section 203 of the DGCL and therefore the provisions of Section 203 are not applicable to the Offer, the Merger or the Transactions.
Business Combination Statutes. Microfluidics is incorporated under the laws of the State of Delaware, but because Microfluidics does not have a class of voting stock that is listed on a national securities exchange or held of record by more than 2,000 stockholders, it is not subject to the provisions of Section 203 of the DGCL (the “Business Combination Provisions”), which generally imposes certain restrictions upon business combinations involving Delaware corporations. Accordingly, IDEX and the Purchaser do not believe that the Business Combination Provisions, or any similar business combination laws or regulations of any other state will be an impediment to the consummation of the Offer or the Merger. A number of states have adopted laws and regulations that purport to apply to attempts to acquire corporations that are incorporated in such states, or whose business operations have substantial economic effects in such states, or which have substantial assets, security holders, employees, principal executive offices or principal places of business in such states. In 1982, the Supreme Court of the United States, in ▇▇▇▇▇ ▇. MITE Corp., invalidated on constitutional grounds the Illinois Business Takeover Statute that, as a matter of state securities law, made takeovers of corporations meeting certain requirements more difficult. However, in 1987 in CTS Corp. v. Dynamics Corp. of America, the Supreme Court held that the State of Indiana could, as 57 Table of Contents a matter of corporate law, constitutionally disqualify a potential acquirer from voting shares of a target corporation without the prior approval of the remaining stockholders where, among other things, the corporation is incorporated in, and has a substantial number of stockholders in, the state. Subsequently, in TLX Acquisition Corp. v. Telex Corp., a Federal District Court in Oklahoma ruled that the Oklahoma statutes were unconstitutional insofar as they apply to corporations incorporated outside Oklahoma in that they would subject such corporations to inconsistent regulations. Similarly, in Tyson Foods, Inc. ▇. ▇▇▇▇▇▇▇▇▇▇, a Federal District Court in Tennessee ruled that four Tennessee takeover statutes were unconstitutional as applied to corporations incorporated outside Tennessee. This decision was affirmed by the United States Court of Appeals for the Sixth Circuit. We have not attempted to comply with any state takeover statutes in connection with the Offer or the Merger. We reserve the right to challenge the validity ...
Business Combination Statutes. None of LMC, the Investor or any of their respective "affiliates" and "associates" (as those terms are defined in Section 203 of the DGCL or any comparable business combination statute of any applicable jurisdiction) shall as a result of the execution of this Agreement or consummation of the Transactions, be subject to any of the restrictions of Section 203 of the DGCL or any similar provisions of Applicable Law with respect to the Company or any of the Company's direct or indirect subsidiaries any of the shares of which are publicly traded.