Common use of No Restrictions on the Merger; Takeover Statutes Clause in Contracts

No Restrictions on the Merger; Takeover Statutes. No applicable ------------------------------------------------ takeover statute or similar Law and no provision of the Certificate of Incorporation or By-laws, or other organizational document or governing instruments of TeleCorp or any of its Subsidiaries or any TeleCorp Material Agreement to which any of them is a party (a) would or would purport to impose restrictions which might adversely affect or delay the consummation of the transactions contemplated by this Agreement, the TeleCorp Voting Agreement, the Investor Stockholder Agreement or the Stockholders Agreement or (b) as a result of the consummation of the transactions contemplated by this Agreement, the TeleCorp Voting Agreement or the Stockholders Agreement (i) would or would purport to restrict or impair the ability of the Holding Company to vote or otherwise exercise the rights of a stockholder with respect to securities of TeleCorp, any of its Subsidiaries or XxxxXxxx XX or (ii) would or would purport to entitle any Person to acquire securities of TeleCorp or XxxxXxxx XX.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization and Contribution (Telecorp PCS Inc), Agreement and Plan of Reorganization and Contribution (Telecorp PCS Inc)

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No Restrictions on the Merger; Takeover Statutes. No ------------------------------------------------ applicable ------------------------------------------------ takeover statute or similar Law and no provision of the Certificate of Incorporation or By-laws, or other organizational document or governing instruments of TeleCorp Tritel or any of its Subsidiaries or any TeleCorp Tritel Material Agreement to which any of them is a party (a) would or would purport to impose restrictions which might adversely affect or delay the consummation of the transactions contemplated by this Agreement, the TeleCorp Tritel Voting Agreement, the Investor Stockholder Agreement or the Stockholders Agreement or (b) as a result of the consummation of the transactions contemplated by this Agreement, the TeleCorp Tritel Voting Agreement or the Stockholders Agreement (i) would or would purport to restrict or impair the ability of the Holding Company to vote or otherwise exercise the rights of a stockholder with respect to securities of TeleCorpTritel, any of its Subsidiaries or XxxxXxxx XX Tritel II or (ii) would or would purport to entitle any Person to acquire securities of TeleCorp Tritel or XxxxXxxx XXTritel II.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization and Contribution (Telecorp PCS Inc), Agreement and Plan of Reorganization and Contribution (Telecorp PCS Inc)

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No Restrictions on the Merger; Takeover Statutes. No applicable ------------------------------------------------ takeover statute or similar Law and no provision of the Certificate of Incorporation or By-laws, or other organizational document or governing instruments of TeleCorp or any of its Subsidiaries or any TeleCorp Material Agreement to which any of them is a party (a) would or would purport to impose restrictions which might adversely affect or delay the consummation of the transactions contemplated by this Agreement, the TeleCorp Voting Agreement, the Investor Stockholder Agreement or the Stockholders Agreement or (b) as a result of the consummation of the transactions contemplated by this Agreement, the TeleCorp Voting Agreement or the Stockholders Agreement (i) would or would purport to restrict or impair the ability of the Holding Company to vote or otherwise exercise the rights of a stockholder with respect to securities of TeleCorp, any of its Subsidiaries or XxxxXxxx XX or (ii) would or would purport to entitle any Person to acquire securities of TeleCorp or XxxxXxxx XX.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization and Contribution (Tritel Inc)

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