Common use of State Antitakeover Statutes Clause in Contracts

State Antitakeover Statutes. The RMAG Board of Directors has approved this Agreement and the transactions contemplated hereby and such approval constitutes approval of the Merger and the other transactions contemplated hereby, including approval of the voting agreement (as defined in Section 5.13 below) by the RMAG Board of Directors as required by the Florida Business Corporation Act ("FBCA"). No "business combination," "moratorium," "control share," "fair price," "interested shareholder," affiliated transactions" or other state antitakeover statute or regulation (i) prohibits or restricts RMAG's ability to perform its obligations under this Agreement (or any party's ability to perform their obligations under the voting agreement) or either party's ability to consummate the Merger or to the other transactions contemplated hereby or thereby, (ii) would have the effect of invalidating or voiding this Agreement or the voting agreement or any provision hereof, or (iii) would subject BRS or SUB to any material impediment or condition in connection with the exercise of any of their respective rights under this Agreement.

Appears in 2 contracts

Samples: Merger Agreement (Bristol Retail Solutions Inc), Merger Agreement (Registry Magic Inc)

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State Antitakeover Statutes. The RMAG BRS Board of Directors has approved this Agreement and the transactions contemplated hereby and such approval constitutes approval of the Merger and the other transactions contemplated hereby, including approval of the voting agreement (as defined in Section 5.13 below) by the RMAG BRS Board of Directors as required by the Florida Business Corporation Act ("FBCA")DGCL. No "business combination," "moratorium," "control share," "fair price," "interested shareholder," affiliated transactions" or other state antitakeover statute or regulation (i) prohibits or restricts RMAGBRS's ability to perform its obligations under this Agreement (or any party's ability to perform their obligations under the voting agreement) or either party's ability to consummate the Merger or to the other transactions contemplated hereby or thereby, (ii) would have the effect of invalidating or voiding this Agreement or the voting agreement or any provision hereof, or (iii) would subject BRS RMAG or SUB to any material impediment or condition in connection with the exercise of any of their respective rights under this Agreement.

Appears in 2 contracts

Samples: Merger Agreement (Bristol Retail Solutions Inc), Merger Agreement (Registry Magic Inc)

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State Antitakeover Statutes. The RMAG SIC Board of Directors has approved this Agreement and the transactions contemplated hereby and such approval constitutes approval of the Merger and the other transactions contemplated hereby, including approval of the voting agreement (as defined in Section 5.13 below) by the RMAG SIC Board of Directors as required by the Florida Business Corporation Act ("FBCA")CGCL. No "business combination," "moratorium," "control share," "fair price," "interested shareholder," affiliated transactions" or other state antitakeover statute or regulation (i) prohibits or restricts RMAGSIC's ability to perform its obligations under this Agreement (or any party's ability to perform their obligations under the voting agreement) or either party's ability to consummate the Merger or to the other transactions contemplated hereby or thereby, (ii) would have the effect of invalidating or voiding this Agreement or the voting agreement or any provision hereof, or (iii) would subject BRS RMAG or SUB to any material impediment or condition in connection with the exercise of any of their respective rights under this Agreement.

Appears in 2 contracts

Samples: Merger Agreement (Registry Magic Inc), Merger Agreement (Registry Magic Inc)

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