Common use of Inapplicability of Anti-takeover Statutes Clause in Contracts

Inapplicability of Anti-takeover Statutes. The Board of Directors of the Company has taken and will take all actions necessary to ensure that the restrictions applicable to business combinations contained in Section 203 of the DGCL are, and will be, inapplicable to the execution, delivery and performance of this Agreement and the Company Stockholder Voting and Lock-up Agreements and to the consummation of the Merger and the other Contemplated Transactions. No other state takeover statute or similar Legal Requirement applies or purports to apply to the Merger, this Agreement, the Company Stockholder Voting and Lock-up Agreements or any of the other Contemplated Transactions.

Appears in 1 contract

Samples: Merger Agreement (Poniard Pharmaceuticals, Inc.)

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Inapplicability of Anti-takeover Statutes. The Board of Directors of the Company Merger Partner has taken and will take all actions necessary to ensure that the restrictions applicable to business combinations contained in Section 203 of the DGCL are, and will be, inapplicable to the execution, delivery and performance of this Agreement and the Company Merger Partner Stockholder Voting and Lock-up Agreements and to the consummation of the Merger and the other Contemplated Transactions. No other state takeover statute or similar Legal Requirement applies or purports to apply to the Merger, this Agreement, the Company Merger Partner Stockholder Voting and Lock-up Agreements or any of the other Contemplated Transactions.

Appears in 1 contract

Samples: Merger Agreement (Novacea Inc)

Inapplicability of Anti-takeover Statutes. The Board Boards of Directors of the Company has Pivot and Merger Sub have taken and will take all actions necessary to ensure that the restrictions applicable to business combinations contained in Section 203 of the DGCL are, and will be, inapplicable to the execution, delivery and performance of this Agreement and the Company Pivot Stockholder Voting and Lock-up Agreements and to the consummation of the Merger and the other Contemplated Transactions. No other state takeover statute or similar Legal Requirement applies or purports to apply to the Merger, this Agreement, the Company Pivot Stockholder Voting and Lock-up Agreements or any of the other Contemplated Transactions.

Appears in 1 contract

Samples: Merger Agreement (Novacea Inc)

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Inapplicability of Anti-takeover Statutes. The Board Boards of Directors of the Company has Corautus and Merger Sub have taken and will take all actions necessary to ensure that the restrictions applicable to business combinations contained in Section 203 of the DGCL are, and will be, inapplicable to the execution, delivery and performance of this Agreement and the Company Corautus Stockholder Voting and Lock-up Agreements and to the consummation of the Merger and the other Contemplated Transactions. No other state takeover statute or similar Legal Requirement applies or purports to apply to the Merger, this Agreement, the Company Corautus Stockholder Voting and Lock-up Agreements or any of the other Contemplated Transactions.

Appears in 1 contract

Samples: Merger Agreement (Corautus Genetics Inc)

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