Common use of No Rights Agreement; Anti-Takeover Provisions Clause in Contracts

No Rights Agreement; Anti-Takeover Provisions. As of the date of this Agreement, the Company is not party to a stockholder rights agreement, “poison pill” or similar anti-takeover agreement or plan. Assuming the accuracy of the representations and warranties set forth in Section 4.08, and as a result of the approval by the Company Board referred to in Section 3.04(b), no other “business combination,” “control share acquisition,” “fair price,” “moratorium” or other anti-takeover Laws (each, a “Takeover Law”) apply or will apply to the Company pursuant to this Agreement, the Tender Agreements or the Transactions.

Appears in 2 contracts

Samples: Merger Agreement (Jazz Pharmaceuticals PLC), Merger Agreement (Celator Pharmaceuticals Inc)

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No Rights Agreement; Anti-Takeover Provisions. As of the date of this Agreement, the (a) The Company is not party to a stockholder rights agreement, “poison pill” or similar anti-takeover agreement or plan. . (b) Assuming the accuracy of the representations and warranties set forth in Section 4.084.11, and as a result of the approval by the Board of Directors of the Company Board referred to in Section 3.04(b3.03(b), no other “business combination,” “control share acquisition,” “fair price,” “moratorium” or other anti-takeover Laws (each, a “Takeover Law”) apply or will apply to the Company pursuant to this Agreement, the Tender Agreements Agreement or the Transactions.

Appears in 2 contracts

Samples: Merger Agreement (Abbott Laboratories), Merger Agreement (Alere Inc.)

No Rights Agreement; Anti-Takeover Provisions. As of the date of this Agreement, the (a) The Company is not party to a stockholder rights agreement, “poison pill” or similar anti-takeover agreement or plan. . (b) Assuming the accuracy of the representations and warranties set forth in Section 4.084.11, and as a result of the approval by the Board of Directors of the Company Board referred to in Section 3.04(b3.03(b), no other “business combination,” ”, “control share acquisition,” ”, “fair price,” ”, “moratorium” or other anti-takeover Laws (each, a “Takeover Law”) apply or will apply to the Company pursuant with respect to this Agreement, the Tender Agreements Agreement or the Transactions.

Appears in 2 contracts

Samples: Merger Agreement (Regal Rexnord Corp), Merger Agreement (Altra Industrial Motion Corp.)

No Rights Agreement; Anti-Takeover Provisions. As of the date of this Agreement, the (a) The Company is not party to a stockholder rights agreement, “poison pill” or similar anti-takeover agreement or plan. , and the Company Board has not adopted or authorized the adoption of such an agreement or plan. (b) Assuming the accuracy of the representations and warranties of Parent and Merger Sub set forth in Section 4.08, and as a result of the approval by the Company Board referred to in Section 3.04(b4.6(c), no other “business combination,” ”, “control share acquisition,” ”, “fair price,” ”, “moratorium” or other anti-takeover Laws (each, a “Takeover Law”) apply or will apply to the Company pursuant to this Agreement, the Tender Agreements Agreement or the Merger Transactions.

Appears in 1 contract

Samples: Merger Agreement (CDK Global, Inc.)

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No Rights Agreement; Anti-Takeover Provisions. As of the date of this Agreement, the (a) The Company is not party to a stockholder rights agreement, “poison pill” or similar anti-takeover agreement or plan. 21 (b) Assuming the accuracy of the representations and warranties set forth in Section 4.084.11, and as a result of the approval by the Board of Directors of the Company Board referred to in Section 3.04(b3.03(b), no other “business combination,” “control share acquisition,” “fair price,” “moratorium” or other anti-takeover Laws (each, a “Takeover Law”) apply or will apply to the Company pursuant to this Agreement, the Tender Agreements Agreement or the Transactions.

Appears in 1 contract

Samples: Merger Agreement

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