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Common use of State Takeover Statutes Inapplicable Clause in Contracts

State Takeover Statutes Inapplicable. Assuming that the representations of Parent and Merger Sub set forth in the first sentence of Section 4.6 are true, accurate and complete, the Company Board has taken all actions so that the restrictions on business combinations set forth in Section 203 of the DGCL are not and will not be, to the extent such restrictions can be rendered inapplicable by action of the Company Board, applicable to this Agreement and the Transactions and, to the Knowledge of the Company, no other state takeover statute or similar statute or regulation applies to or purports to apply to the Transactions.

Appears in 2 contracts

Samples: Merger Agreement (Ambrx Biopharma, Inc.), Merger Agreement (Ambrx Biopharma, Inc.)

State Takeover Statutes Inapplicable. Assuming that the representations of Parent and Merger Sub set forth in the first sentence of Section 4.6 this Agreement are true, accurate and complete, the Company Board has taken all necessary actions so that the restrictions on business combinations set forth in Section 203 of the DGCL are not and will not be, to the extent such restrictions can be rendered inapplicable by action of the Company Board, applicable to this Agreement and the Transactions andtransactions contemplated hereby, and to the Knowledge of the Company, no other state takeover statute or similar statute or regulation applies to or purports to apply to the TransactionsOffer or the Merger or the other transactions contemplated hereby.

Appears in 2 contracts

Samples: Merger Agreement (Horizon Pharma PLC), Merger Agreement (Raptor Pharmaceutical Corp)

State Takeover Statutes Inapplicable. Assuming that the representations of Parent and Merger Xxxxxx Sub set forth in the first sentence of Section 4.6 are true, accurate and complete, the Company Board has taken all necessary actions so that the restrictions on business combinations set forth in Section 203 of the DGCL are not and will not be, to the extent such restrictions can be rendered inapplicable by action of the Company Board, applicable to this Agreement and the Transactions andTransactions, and to the Knowledge of the Company, no other state takeover statute or similar statute or regulation applies to or purports to apply to the Transactions.

Appears in 1 contract

Samples: Merger Agreement (Shockwave Medical, Inc.)

State Takeover Statutes Inapplicable. Assuming that the representations of Parent and Merger Sub set forth in the first sentence of Section 4.6 this Agreement are true, accurate and complete, the Company Board (or a duly authorized committee thereof) has taken all necessary actions so that the restrictions on business combinations set forth in Section 203 of the DGCL are not and will not be, to the extent such restrictions can be rendered inapplicable by action of the Company Board, applicable to this Agreement, the CVR Agreement and the Transactions andtransactions contemplated hereby, and to the Knowledge of the Company, no other state takeover statute or similar statute or regulation applies to or purports to apply to the TransactionsOffer or the Merger or the other transactions contemplated hereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Bluebird Bio, Inc.)

State Takeover Statutes Inapplicable. Assuming that the representations of Parent and Merger Sub set forth in the first sentence of Section 4.6 Article IV are true, accurate accurate, and complete, the Company Board has taken all necessary actions so that the restrictions on business combinations set forth in Section 203 of the DGCL are not and will not be, to the extent such restrictions can be rendered inapplicable by action of the Company Board, applicable to this Agreement and the Transactions andTransactions, and to the Knowledge knowledge of the Company, no other state takeover statute or similar statute or regulation applies to or purports to apply to the Merger or the other Transactions.

Appears in 1 contract

Samples: Merger Agreement (Catalent, Inc.)