Inapplicability of Takeover Statutes and Certain Charter and Bylaw Provisions. The Company Parties have taken all appropriate and necessary actions to exempt this Agreement, the Offer, the Mergers and the Top-Up Option and the other transactions contemplated by this Agreement from the requirements and restrictions of Subtitles 6 and 7 of Title 3 (including, but not limited to, any “control share acquisition,” “business combination” or other takeover Laws) of the MGCL, the DRULPA or the DLLCA. Subject to the next succeeding sentence, the Company and the Company Board have taken all appropriate and necessary actions to render any anti-takeover or other provision or limitation contained in the Company Charter or Company Bylaws inapplicable to this Agreement, the Offer, the Mergers and the Top-Up Option. Provided that the representations in Section 5.08 are accurate and continue to be accurate through the time of the Closing, and subject to the Company’s continued qualification as a REIT, the Company and the Company Board have taken all appropriate and necessary actions to cause the acquisition of Company Common Shares by the Parent and MergerSub in connection with the Offer, to comply with or be exempted from any provision contained in the Company Charter (other than the provisions in Sections 2(c) and 2(d) of Article VII of the Company Charter), Company Bylaws or in the comparable organizational document of any Company Subsidiary that would otherwise prohibit, hinder or delay such transactions and render any and all limitations on ownership of Company Common Shares as set forth in the Company Charter (other than the provisions in Sections 2(c) and 2(d) of Article VII of the Company Charter), including the Ownership Limit set forth in Article VII of the Company Charter, inapplicable to the acquisition of Company Common Shares by Parent and MergerSub in connection with the Offer.
Inapplicability of Takeover Statutes and Certain Charter and Bylaw Provisions. The Company has taken all appropriate and necessary actions to exempt the REIT Merger, the Partnership Merger, this Agreement and the Contemplated Transactions from the restrictions of Subtitles 6 and 7 of Title 3 of the Maryland General Corporation Law, as applicable to a Maryland real estate investment trust, and Title 8 and any other state antitakeover Laws. The Company and the Company Board have taken all appropriate and necessary actions to cause the REIT Merger, the Partnership Merger, this Agreement and the Contemplated Transactions to comply with or be exempted from any provision contained in the Company Charter, Company Bylaws or in the comparable organizational document of any Subsidiary of the Company that would otherwise prohibit, hinder or delay such transactions and render any and all limitations on ownership of (1) the Company Common Shares as set forth in the Company Charter and (2) the limited partner interests in the Company Operating Partnership as set forth in the Company Operating Partnership Agreement, including the ownership limit set forth in the Company Charter inapplicable to the REIT Merger, Partnership Merger, this Agreement and the Contemplated Transactions.
Inapplicability of Takeover Statutes and Certain Charter and Bylaw Provisions. NCIC has taken all appropriate and necessary actions to exempt the Merger, the Partnership Merger, this Agreement and the other transactions contemplated thereby from the restrictions of any applicable provision of Subtitles 6 and 7 of Title 3 of the MGCL, as applicable to a Maryland corporation (collectively, the "Takeover Statute"). No other "control share acquisition," "fair price," "moratorium" or other anti-takeover Laws apply to the Merger, the Partnership Merger, this Agreement or the other transactions contemplated thereby. NCIC and the NCIC Board of Directors have taken all appropriate and necessary actions to cause the Merger, the Partnership Merger, this Agreement and the other transactions contemplated hereby to comply with or be exempted from any provision contained in the NCIC Charter, NCIC Bylaws or in the comparable organizational document of any NCIC Subsidiary that would otherwise impose any limitations on ownership of (i) NCIC Common Shares as set forth in the NCIC Charter and (ii) the limited partner interests in NSP as set forth in the NSP Partnership Agreement, this Agreement and the other transactions contemplated hereby.
Inapplicability of Takeover Statutes and Certain Charter and Bylaw Provisions. Assuming none of the Purchaser Parties is an “interested stockholder” or an “affiliate” of an “interested stockholder” (as each such term is defined in Subtitle 6 of Title 3 of the Maryland General Corporation Law (the “MGCL”)) nor has been an “interested stockholder” or an “affiliate” of an “interested stockholder” within five (5) years of the date of this Agreement, the Company has taken appropriate and necessary actions to exempt the REIT Merger and the other Transactions from the restrictions of Subtitles 6 and 7 of Title 3 of the MGCL (the “Takeover Statute”). The Company does not have a shareholder rights plan in effect.
Inapplicability of Takeover Statutes and Certain Charter and Bylaw Provisions. The Company has taken all appropriate and necessary actions to exempt the REIT Merger and this Agreement from the restrictions of Subtitles 6 and 7 of Title 3 of the MGCL (the "Takeover Statute"). The Company and the Company Board have taken all appropriate and necessary actions to (A) render any anti-takeover or other provision contained in the Company Charter or Company Bylaws inapplicable to the REIT Merger or either of the Subsidiary Mergers and this Agreement and (B) render inapplicable any and all limitations on ownership of (1) Company Shares as set forth in the Company Charter; (2) the Operating Partnership Units in the Operating Partnership as set forth in the Operating Partnership Agreement and (3) the Montgomery OP Units in Montgomery as set forth in the Montgomery Partxxxxxxx Xxreement. No oxxxx "xxxxrol share acquisition," "xxxx xrice" or other anti-takeover regulation enacted under state Laws in the United States applies to this Agreement or any of the transactions contemplated hereby and thereby.
Inapplicability of Takeover Statutes and Certain Charter and Bylaw Provisions. The Company has “opted out” of Section 203 of the DGCL (the “Takeover Statute”) with the effect that, among other things, the Takeover Statute is inapplicable to the acquisition of beneficial ownership of Company Common Shares by Parent and its direct and indirect owners and any of their respective Affiliates in connection with the formation of Parent and the consummation of the Offer, the Mergers or any other transaction contemplated by this Agreement, any option granted to Parent or its Affiliates by the Company or any other Person or the exercise thereof, or any other acquisition of shares following consummation of the Offer. No other “control share acquisition”, “fair price”, “moratorium” or other anti-takeover Laws apply to the acquisition of beneficial ownership of Company Common Shares by Parent and its direct and indirect owners and their respective Affiliates in connection with the formation of Parent and the consummation of the Offer, the Mergers or any other transaction contemplated by this Agreement, any option granted to Parent or its Affiliates by the Company or the exercise thereof, or any other acquisition of shares following consummation of the Offer. The Company and the Company Board of Directors have taken all appropriate and necessary actions to cause the acquisition of beneficial ownership by Parent and its Affiliates in connection with the formation of Parent and the consummation of the Offer, the Mergers or any other transaction contemplated by this Agreement, any option granted to Parent or its Affiliates by the Company or the exercise thereof, or any other acquisition of shares following consummation of the Offer to comply with or be exempted from any provision contained in the Company Charter, Company Bylaws or in the comparable organizational document of any Company Subsidiary that would otherwise prohibit, hinder or delay such transactions and render any and all limitations on ownership of (i) Company Common Shares as set forth in the Company Charter and (ii) the limited partner interests in the Operating Partnership as set forth in the Partnership Agreement, including the ownership limit (the “Ownership Limit”) set forth in Article XII of the Company Charter, inapplicable to the acquisition of beneficial ownership by Parent and its Affiliates in connection with the formation of Parent and the consummation of the Offer, the Mergers or any other transaction contemplated by this Agreement, any option granted to Parent or its Affil...
Inapplicability of Takeover Statutes and Certain Charter and Bylaw Provisions. The Company has taken all appropriate and necessary actions to exempt this Agreement and the other transactions contemplated hereby from the restrictions of Section 203 of the DGCL (the “Takeover Statute”). No other “control share acquisition”, “fair price”, “moratorium” or other anti-takeover Laws apply to the this Agreement or the transactions contemplated hereby. The Company and the Company Board of Directors have taken all appropriate and necessary actions to cause the this Agreement and the other transactions contemplated hereby to comply with or be exempted from any provision contained in the Company Charter, Company Bylaws or in the comparable organizational document of any Company Subsidiary that would otherwise prohibit, hinder or delay such transactions and render any and all limitations on ownership of Company Common Shares as set forth in the Company Charter, including the Ownership Limit, inapplicable to this Agreement and the other transactions contemplated hereby
Inapplicability of Takeover Statutes and Certain Charter and Bylaw Provisions. Innkeepers REIT has taken all appropriate and necessary actions to exempt the Merger, this Agreement and the other transactions contemplated hereby from the restrictions and provisions of Subtitles 6 and 7 of Title 3 of the MGCL, as applicable to a Maryland real estate investment trust (collectively, the "Takeover Statute"). No other "control share acquisition," "fair price," "moratorium" or other anti-takeover Laws apply to the Merger, this Agreement or the other transactions contemplated hereby.
Inapplicability of Takeover Statutes and Certain Charter and Bylaw Provisions. The Company has taken all appropriate and necessary actions to exempt the Merger and this Agreement from the requirements and restrictions of Subtitles 6 and 7 of Title 3 (including, but not limited to, any “control share acquisition,” “business combination” or other takeover Laws) of the MGCL. The Company and the Company Board have taken all appropriate and necessary actions to render any anti-takeover or other provision or limitation contained in the Company Charter or Company Bylaws inapplicable to the Merger and this Agreement.
Inapplicability of Takeover Statutes and Certain Charter and Bylaw Provisions. Assuming none of the Purchaser Parties is an “interested stockholder” or an “affiliate” of an “interested stockholder” (as each such term is defined in Subtitle 6 of Title 3 of the MGCL) nor has been an “interested stockholder” or an “affiliate” of an “interested stockholder” within five (5) years of the date of this Agreement, other than as a result of being an “affiliate” of Xxxxxxx X. Xxxxxxx, the Company has taken appropriate and necessary actions to exempt the REIT Merger and this Agreement from the restrictions of Subtitles 6 and 7 of Title 3 of the MGCL (the “Takeover Statute”). The Company and the Company Board have taken appropriate and necessary actions to render any and all limitations on transfer or ownership of (i) Company Shares as set forth in the Company Charter, including, without limitation, those set forth in Section 4 thereof, and (ii) the LP Units in the Operating Partnership, inapplicable to the REIT Merger, the OP Merger and the other Transactions.
