Common use of Rights Agreement; Anti-Takeover Provisions Clause in Contracts

Rights Agreement; Anti-Takeover Provisions. (a) The Company is not party to, and has not adopted, a rights agreement, “poison pill” or similar agreement or plan. (b) Assuming the accuracy of the representations and warranties set forth in Section 4.09, the Company Board has taken all necessary action so that the restrictions contained in Section 203 of the DGCL are inapplicable to this Agreement and the Transactions and there are no other takeover, anti-takeover, moratorium, “fair price”, “control share” or other similar Laws applicable to this Agreement or the Transactions.

Appears in 2 contracts

Samples: Merger Agreement (Ormat Technologies, Inc.), Merger Agreement (Us Geothermal Inc)

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Rights Agreement; Anti-Takeover Provisions. (a) The Company is not party to, and has not adopted, to a stockholder rights agreement, "poison pill" or similar agreement or plan. (b) Assuming the accuracy of the representations and warranties set forth in Section 4.09, the The Company Board has taken all necessary action so that the restrictions contained in Section 203 of the DGCL are inapplicable to this Agreement and the Transactions and there are no other any takeover, anti-takeover, moratorium, "fair price”, “," "control share" or other similar Laws Law enacted under any Law applicable to the Company, including Section 203 of the DGCL, does not, and will not, apply to this Agreement Agreement, the Merger or the other Transactions.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Joe's Jeans Inc.), Merger Agreement (True Religion Apparel Inc)

Rights Agreement; Anti-Takeover Provisions. (a) The Company is not party to, and has not adopted, to a rights agreement, “poison pill” or similar agreement or plan. (b) Assuming the accuracy The Board of Directors of the representations and warranties set forth in Section 4.09, the Company Board has taken all necessary action so that the restrictions contained in Section 203 of the DGCL are inapplicable to this Agreement and the Transactions and there are no other any takeover, anti-takeover, moratorium, “fair price”, “control share” or other similar Laws Law enacted under any Law applicable to the Company does not, and will not, apply to this Agreement Agreement, the Merger or the TransactionsTransactions contemplated hereby.

Appears in 1 contract

Samples: Merger Agreement (J Crew Group Inc)

Rights Agreement; Anti-Takeover Provisions. (a) The Company is not party to, and has not adopted, a to any 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 4.094.06, the Board of Directors of the Company Board has taken all necessary action so that the restrictions contained in Section 203 of the DGCL are inapplicable to this Agreement and the Transactions and there are no other any takeover, anti-takeover, moratorium, “fair price”, “control share” or other similar Laws Law (collectively, “Takeover Laws”) applicable to the Company does not, and will not, apply to this Agreement or the Transactionstransactions contemplated hereby.

Appears in 1 contract

Samples: Merger Agreement (Thermo Fisher Scientific Inc.)

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Rights Agreement; Anti-Takeover Provisions. (a) The Company is not party to, and has not adopted, to a stockholder rights agreement, “poison pill” or similar agreement or plan. (b) Assuming the accuracy of the representations and warranties set forth in Section 4.09, the The Company Board has taken all necessary action so that the restrictions contained in Section 203 of the DGCL are inapplicable to this Agreement and the Transactions and there are no other any takeover, anti-takeover, moratorium, “fair price”, ,” “control share” or other similar Laws Law enacted under any Law applicable to the Company, including Section 203 of the DGCL, does not, and will not, apply to this Agreement Agreement, the Sale or the Transactionsother transactions contemplated by the Merger Agreement.

Appears in 1 contract

Samples: Stock Purchase Agreement (Joe's Jeans Inc.)

Rights Agreement; Anti-Takeover Provisions. (a) The Company is not party to, and has not adopted, to a stockholder rights agreement, “poison pill” or similar agreement or plan. (b) Assuming the accuracy of the representations and warranties set forth in Section 4.09, the The Company Board has taken all necessary action so that the restrictions contained in Section 203 of the DGCL are inapplicable to this Agreement and the Transactions and there are no other any takeover, anti-takeover, moratorium, “fair price”, ,” “control share” or other similar Laws Law enacted under any Law applicable to the Company, including Section 203 of the DGCL, does not, and will not, apply to this Agreement Agreement, the Merger or the other Transactions.

Appears in 1 contract

Samples: Merger Agreement (Joe's Jeans Inc.)

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