No Rights Agreement; Anti-Takeover Provisions. (a) Neither the Company nor any of its Subsidiaries is party to a stockholder rights agreement, “poison pill” or similar anti-takeover agreement or plan. (b) The Company and the Board of Directors have taken all necessary actions to ensure that no restrictions included in any Antitakeover Provision is, or will be, applicable to the Purchaser or its Affiliates, this Agreement or any of the transactions contemplated hereby, including the Purchaser’s acquisition, or the Company’s issuance, of the Purchased Shares in accordance with this Agreement.
Appears in 4 contracts
Samples: Stock Purchase Agreement (Libman Brian L), Stock Purchase Agreement (Blackstone Holdings III L.P.), Stock Purchase Agreement (Finance of America Companies Inc.)
No Rights Agreement; Anti-Takeover Provisions. (a) Neither the The Company nor any of its Subsidiaries is not party to a stockholder rights agreement, “poison pill” or similar anti-takeover agreement or plan.
(b) The Company Assuming the accuracy of the representations and the Board warranties of Directors have taken all necessary actions to ensure that Parent and Merger Sub set forth in Article IV, no restrictions included in any Antitakeover Provision is“business combination”, “control share acquisition”, “fair price”, “moratorium” or other anti-takeover Laws (each, a “Takeover Law”) apply or will be, applicable apply to the Purchaser or its Affiliates, Company pursuant to this Agreement or any of the transactions contemplated hereby, including the Purchaser’s acquisition, or the Company’s issuance, of the Purchased Shares in accordance with this AgreementTransactions.
Appears in 1 contract
No Rights Agreement; Anti-Takeover Provisions. (a) Neither the The Company nor any of its Subsidiaries is not party to a stockholder rights agreement, “poison pill” or similar anti-takeover agreement or plan.
(b) The Company and the Board of Directors have has taken all necessary actions to ensure that no restrictions included in any Antitakeover Provision “control share acquisition,” “fair price,” “moratorium,” “business combination” or other state anti-takeover Law (including Section 203 of the DGCL) is, or as of the Closing will be, applicable to the Purchaser or its Affiliates, this Agreement or any of the transactions contemplated hereby, including the Purchaser’s acquisition, or the Company’s issuance, of the Purchased Shares in accordance with this AgreementPurchase.
Appears in 1 contract
Samples: Investment Agreement (CommScope Holding Company, Inc.)
No Rights Agreement; Anti-Takeover Provisions. (a) Neither the Company nor any of its Subsidiaries is party to a stockholder rights agreement, “poison pill” or similar anti-takeover agreement or plan.
(b) The Company and the Board of Directors have taken all necessary actions to ensure that no restrictions included in any Antitakeover Provision is, or will be, applicable to the Purchaser Purchasers or its their Affiliates, this Agreement or the Registration Rights Agreement, the Certificate of Designations or any of the transactions contemplated herebyhereby or by the Registration Rights Agreement, including the Purchaser’s Purchasers’ acquisition, or the Company’s issuance, of the Purchased Shares and the Conversion Shares in accordance with this AgreementAgreement and the Certificate of Designations.
Appears in 1 contract
No Rights Agreement; Anti-Takeover Provisions. (a) Neither the The Company nor any of its Subsidiaries is not party to a stockholder any shareholder rights agreement, “poison pill” or similar anti-takeover agreement or plan.
(b) The Company Assuming the accuracy of the representations and the Board warranties of Directors have taken all necessary actions to ensure that Parent and Merger Sub set forth in Section 4.12, no restrictions included in any Antitakeover Provision is“business combination”, “control share acquisition”, “fair price”, “moratorium” or other anti-takeover Laws (each, a “Takeover Law”) apply or will be, applicable apply to the Purchaser or its AffiliatesCompany pursuant to this Agreement, this Agreement or any of the transactions contemplated hereby, including the Purchaser’s acquisition, Transactions or the Company’s issuance, of the Purchased Shares in accordance with this AgreementVoting Agreements.
Appears in 1 contract
No Rights Agreement; Anti-Takeover Provisions. (a) Neither the Company nor any of its Subsidiaries is party to a stockholder rights agreement, “poison pill” or similar anti-takeover agreement or plan.
(b) The Company and the Board of Directors have taken all necessary actions to ensure that no restrictions included in any Antitakeover Provision is, or will be, applicable to the Purchaser or its Affiliates, this Agreement or the Registration Rights Agreement, the Certificate of Designations or any of the transactions contemplated herebyhereby or by the Registration Rights Agreement, including the Purchaser’s acquisition, or the Company’s issuance, of the Purchased Shares in accordance with this AgreementAgreement and the Certificate of Designations.
Appears in 1 contract
Samples: Securities Purchase Agreement (Array Technologies, Inc.)