Common use of Charter Provisions Clause in Contracts

Charter Provisions. Each Company Entity shall take all necessary action to ensure that the entering into of this Agreement and the consummation of the Merger and the other transactions contemplated hereby do not and will not result in the grant of any rights to any Person under the certificate of incorporation, bylaws or other governing instruments of any Company Entity or restrict or impair the ability of Parent or any of its Subsidiaries to vote, or otherwise to exercise the rights of a stockholder with respect to, shares of any Company Entity that may be directly or indirectly acquired or controlled by them.

Appears in 2 contracts

Samples: Merger Agreement (Indus International Inc), Merger Agreement (Netsmart Technologies Inc)

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Charter Provisions. Each Company Entity shall take has taken all necessary action to ensure so that the entering into of this Agreement and the consummation of the Merger and the other transactions contemplated hereby by this Agreement do not and will not result in the grant of any preemptive or similar rights to any Person under the certificate Certificate of incorporationIncorporation, bylaws Bylaws or other governing instruments of any Company Entity or restrict or impair the ability of Parent or any of its Subsidiaries Merger Sub to vote, or otherwise to exercise the rights of a stockholder with respect to, shares of any Company Entity that may be directly or indirectly acquired or controlled by them.

Appears in 2 contracts

Samples: Merger Agreement (Allion Healthcare Inc), Merger Agreement (Allion Healthcare Inc)

Charter Provisions. Each Company Entity shall take has taken all necessary action to ensure so that the entering into of this Agreement and the consummation of the Merger and the other transactions contemplated hereby by this Agreement do not and will not result in the grant of any rights to any Person under the certificate of incorporation, bylaws or other governing instruments of any Company Entity or restrict or impair the ability of Parent or any of its Subsidiaries to vote, or otherwise to exercise the rights of a stockholder with respect to, shares of any Company Entity that may be directly or indirectly acquired or controlled by them.

Appears in 1 contract

Samples: Merger Agreement (Indus International Inc)

Charter Provisions. Each Xxxxxx Xxxxxxxx Company Entity shall take has taken all necessary action to ensure so that the entering into of this Agreement and the consummation of the Merger and the other transactions contemplated hereby by this Agreement do not and will not result in the grant of any rights to any Person under the certificate Articles of incorporationIncorporation, bylaws Bylaws or other governing instruments of any Xxxxxx Xxxxxxxx Company Entity or restrict or impair the ability of Parent or any of its Subsidiaries the Surviving Corporation to vote, or otherwise to exercise the rights of a stockholder shareholder with respect to, shares of any Xxxxxx Xxxxxxxx Company Entity that may be directly or indirectly acquired or controlled by themit.

Appears in 1 contract

Samples: Merger Agreement (Premier Bancshares Inc /Ga)

Charter Provisions. Each Company Entity shall take has taken all necessary action to ensure so that the entering into of this Agreement Agreement, and the consummation of the Merger and the other transactions contemplated hereby by this Agreement, do not and will shall not result in the grant of any rights to any Person other than Parent under the certificate of incorporation, bylaws or other governing instruments of any Company Entity or restrict or impair the ability of Parent or any of its Subsidiaries to vote, or otherwise to exercise the rights of a stockholder with respect to, shares of any Company Entity Common Stock that may be directly or indirectly acquired or controlled by themit.

Appears in 1 contract

Samples: Merger Agreement (Liberty Media Corp)

Charter Provisions. Each Company Entity shall take has taken all necessary action to ensure so that the entering into of this Agreement and the consummation of the Merger and the other transactions contemplated hereby by this Agreement do not and will not result in the grant of any rights to any Person under the certificate Certificate of incorporationIncorporation, bylaws Bylaws or other governing instruments of any Company Entity or restrict or impair the ability of Parent or any of its Subsidiaries to vote, or otherwise to exercise the rights of a stockholder with respect to, shares of any Company Entity that may be directly or indirectly acquired or controlled by them.

Appears in 1 contract

Samples: Merger Agreement (Back Yard Burgers Inc)

Charter Provisions. Each Company Entity shall take has taken all necessary action to ensure so that the entering into of this Agreement and the consummation of the Merger and the other transactions contemplated hereby by this Agreement do not and will not result in the grant of any preemptive or similar rights to any Person under the certificate Certificate of incorporationIncorporation, bylaws Bylaws or other governing instruments of any Company Entity or restrict or impair the ability of Parent or any of its Subsidiaries to vote, or otherwise to exercise the rights of a stockholder with respect to, shares of any Company Entity that may be directly or indirectly acquired or controlled by them.

Appears in 1 contract

Samples: Merger Agreement (West Corp)

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Charter Provisions. Each Company Entity shall take and each Shareholder ------------------ has taken all necessary action to ensure so that the entering into of this Agreement and the consummation of the Merger and the other transactions contemplated hereby by this Agreement do not and will not result in the grant of any rights to any Person under the certificate Articles of incorporationIncorporation, bylaws Bylaws or other governing instruments of any Company Entity or restrict or impair the ability of Parent Acquiror or any of its Subsidiaries to vote, or otherwise to exercise the rights of a stockholder shareholder with respect to, shares of any Company Entity that may be directly or indirectly acquired or controlled by them.

Appears in 1 contract

Samples: Merger Agreement (Mohawk Industries Inc)

Charter Provisions. Each of the Company Entity shall take and the Company Bank has taken all necessary action to ensure so that the entering into of this Agreement and the consummation of the Merger Mergers and the other Table of Contents transactions contemplated hereby by this Agreement do not and will not result in the grant of any rights to any Person under the articles of incorporation, certificate of incorporation, bylaws bylaws, or other governing instruments of any either of the Company Entity Parties or restrict or impair the ability of Parent the Buyer or any of its Subsidiaries subsidiaries to vote, or otherwise to exercise the rights of a stockholder shareholder with respect to, shares the capital stock of the Company or any Company Entity of its subsidiaries that may be directly or indirectly acquired or controlled by themit.

Appears in 1 contract

Samples: Merger Agreement (Bank of Granite Corp)

Charter Provisions. Each Company Entity shall take all necessary ------------------ action to ensure that the entering into of this Agreement and the consummation of the Merger and the other transactions contemplated hereby do not and will not result in the grant of any rights to any Person under the certificate Articles of incorporationIncorporation, bylaws Bylaws or other governing instruments of any Company Entity or restrict or impair the ability of Parent Acquiror or any of its Subsidiaries to vote, or otherwise to exercise the rights of a stockholder shareholder with respect to, shares of any Company Entity that may be directly or indirectly acquired or controlled by them.

Appears in 1 contract

Samples: Merger Agreement (Mohawk Industries Inc)

Charter Provisions. Each Company Entity shall take has taken all necessary action to ensure so that the entering into of this Agreement and the other Transaction Documents and the consummation of the Merger and the other transactions contemplated hereby and thereby do not and will not result in the grant of any rights to any Person under the certificate of incorporation, bylaws or other governing instruments of any Company Entity or restrict or impair the ability of Parent or any of its Subsidiaries to vote, or otherwise to exercise the rights of a stockholder with respect to, shares of any Company Entity that may be directly or indirectly acquired or controlled by them.

Appears in 1 contract

Samples: Merger Agreement (Netsmart Technologies Inc)

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