Poison Pill. The Seller and its Board of Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Seller's Certificate of Incorporation (or similar charter documents) or the laws of its state of incorporation, including, without limitation, the Rights Agreement, that is or could become applicable to the Purchasers as a result of the Purchasers and the Seller fulfilling their obligations or exercising their rights under this Agreement and the Related Documents, including without limitation the Seller's issuance of the Securities and the Purchasers' ownership of the Securities.
Appears in 2 contracts
Samples: Preferred Stock and Warrant Purchase Agreement (Macrochem Corp), Preferred Stock and Warrant Purchase Agreement (Macrochem Corp)
Poison Pill. The Seller and its Board of Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Seller's Certificate Articles of Incorporation (or similar charter documents) or the laws of its state of incorporation, including, without limitation, the Rights Agreement, incorporation that is or could become applicable to the Purchasers as a result of the Purchasers and the Seller fulfilling their obligations or exercising their rights under this Agreement and the Related Documents, including without limitation the Seller's issuance of the Securities and the Purchasers' ownership of the Securities.
Appears in 2 contracts
Samples: Warrant Purchase Agreement (National Coal Corp), Note Purchase Agreement (National Coal Corp)
Poison Pill. The Seller Company and its Board of Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the SellerCompany's Certificate of Incorporation (or similar charter documents) or the laws of its state of incorporation, including, without limitation, the Rights Agreement, incorporation that is or could become applicable to the Purchasers as a result of the Purchasers and the Seller Company fulfilling their obligations or exercising their rights under this Agreement and the Related Transaction Documents, including without limitation the SellerCompany's issuance of the Securities and the Purchasers' ownership of the Securities.
Appears in 1 contract
Samples: Convertible Note and Warrant Purchase Agreement (Sco Capital Partners LLC)
Poison Pill. The Seller Company and its Board of Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the SellerCompany's Certificate of Incorporation (or similar charter documents) or the laws of its state of incorporation, including, without limitation, the Rights Agreement, incorporation that is or could become applicable to the Purchasers as a result of the Purchasers and the Seller Company fulfilling their obligations or exercising their rights under this Agreement and the Related other Transaction Documents, including without limitation the SellerCompany's issuance of the Securities and the Purchasers' ownership of the Securities.
Appears in 1 contract
Samples: Convertible Note Purchase Agreement (GlobalOptions Group, Inc.)
Poison Pill. The Seller and its Board of Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Seller's Certificate Articles of Incorporation (or similar charter documents) or the laws of its state of incorporation, including, without limitation, the Rights Agreement, incorporation that is or could become applicable to the Purchasers Purchaser as a result of the Purchasers Purchaser and the Seller fulfilling their obligations or exercising their rights under this Agreement and the Related Documents, including without limitation the Seller's issuance of the Securities and the Purchasers' Purchaser's ownership of the Securities.
Appears in 1 contract
Samples: Preferred Stock and Warrant Purchase Agreement (National Coal Corp)