State Takeover Statutes; Rights Agreement. (a) The Board of Directors of the Company has, to the extent such statutes are applicable, taken all action so to render the provisions of Section 203 of the DGCL inapplicable to the Offer, the Merger and the Stockholder Agreements and the consummation of the transactions contemplated by this Agreement and the Stockholder Agreements. As of the date hereof, no other state takeover statute or similar charter or bylaw provisions are applicable to the Offer, the Merger, this Agreement, the Stockholder Agreements and the transactions contemplated hereby and thereby.
State Takeover Statutes; Rights Agreement. The Company Board has taken all actions so that the restrictions contained in the New York Business Code applicable to a "business combination" will not apply to the execution, delivery of performance of this Agreement or the consummation of the Merger or the other transactions contemplated by this Agreement.
State Takeover Statutes; Rights Agreement. (a) The Board has taken all actions necessary to ensure that the restrictions applicable to business combinations contained in Section 203 of Delaware Law are inapplicable to the execution, delivery and performance of this Agreement and the Company Voting Agreements and to the consummation of the Merger and the Transactions. As of the date hereof, no other state takeover statute or similar statute or regulation applies to or purports to apply to the Merger, this Agreement and the Company Voting Agreements or the Transactions and the transactions contemplated by the Company Voting Agreements.
State Takeover Statutes; Rights Agreement. The Company Board and the Company have taken all necessary actions to ensure that the “moratorium,” “fair price,” “control share acquisition” or other similar anti-takeover provisions of Ohio Law or similar Laws of any jurisdiction and any anti-takeover or similar provisions contained in the governing documents of the Company or any of its Subsidiaries do not, and will not, apply to the Transactions. The Company is not party to a rights agreement, “poison pill” or similar agreement or plan that would have the effect of preventing the Transactions.
State Takeover Statutes; Rights Agreement. The Company Board has taken all actions so that the restrictions contained in Section 203 of the DGCL applicable to a "business combination" (as defined in Section 203 of the DGCL) will not apply to the execution, delivery of performance of this Agreement or the consummation of the Merger or the other transactions contemplated by this Agreement. The Company has taken all actions and completed all amendments, if any, necessary or appropriate so that (a) the Preferred Shares Rights Agreement, dated as of October 20, 1992, as amended, between the Company and The First National Bank of Boston (the "Company Rights Agreement"), is inapplicable to the transactions contemplated by this Agreement, and (b) the execution of this Agreement and the consummation of the transactions contemplated hereby or thereby, do not and will not (i) result in Parent being an "Acquiring Person" (as such term is defined in the Company Rights Agreement), (ii) result in the ability of any person to exercise any Rights under the Company Rights Agreement, (iii) enable or require the "Rights" (as such term is defined in the Company Rights Agreement) to separate from the shares of Company Common Stock to which they are attached or to be triggered or become exercisable, or (iv) otherwise result in the occurrence of a "Distribution Date" or "Shares Acquisition Date" (as such terms are defined in the Company Rights Agreement).
State Takeover Statutes; Rights Agreement. (a) Buyer, the Company and their respective Board of Directors shall (i) take all reasonable action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to this Agreement, or the transactions contemplated by this Agreement and (ii) if any state takeover statute or similar statute becomes applicable to this Agreement or the transactions contemplated by this Agreement, take all reasonable action necessary to ensure that the transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on this Agreement or the transactions contemplated by this Agreement.
State Takeover Statutes; Rights Agreement. The Board of Directors of the Company has taken all action necessary to ensure that any restrictions on business combinations contained in the DGCL, including Section 203 of the DGCL, will not apply to the Merger and the transactions contemplated by this Agreement. No other “fair price”, “moratorium”, “control share acquisition” or other similar anti-takeover statute or regulation or any anti-takeover provision in the Company’s Organizational Documents is, or at the Effective Time will be, applicable to the Company, the Company Common Stock, the Merger or the other transactions contemplated by this Agreement. The Company does not have a poison pill or a shareholders rights agreement in effect.
State Takeover Statutes; Rights Agreement. The Board of Directors of Parent has taken all action necessary to ensure that any restrictions on business combinations contained in the FBCA, including Section 607.0902 of the FBCA, will not apply to the Merger, the Voting Agreement or the transactions contemplated by this Agreement, including the acquisition of shares of Parent Common Stock issuable in the Merger to D. E. Shaw Composite Side Pocket Series I, L.L.C. or its Affiliates. No other “fair price,” “moratorium,” “control share acquisition” or other similar anti-takeover statute or regulation or any anti-takeover provision in Parent’s Organizational Documents is, or at the Effective Time will be, applicable to Parent, the Parent Common Stock, the Merger or the other transactions contemplated by this Agreement or the Voting Agreement. Parent does not have a poison pill or a shareholders rights agreement in effect.
State Takeover Statutes; Rights Agreement. (a) The Company has taken all actions required to be taken by it in order to exempt this Agreement and the Stock Option Agreement and the transactions contemplated hereby and thereby from the provisions of Section 203 of the DGCL, and accordingly, neither such Section nor to the knowledge of the Company any other anti-takeover statute or regulation applies to the Merger or any of such transactions. To the knowledge of the Company no other "control share acquisition", "fair price" or other anti-takeover laws or regulations enacted under state or federal laws in the United States apply to this Agreement and the Stock Option Agreement or any of the transactions contemplated hereby and thereby.
State Takeover Statutes; Rights Agreement. No Delaware takeover statute or similar statute or regulation applies so as to impede, delay or otherwise adversely affect, the Offer, the Merger, this Agreement, or any of the transactions contemplated by this Agreement. Other than the Rights Plan described in Section 4.1(o) of the Viasoft Disclosure Letter, Viasoft is not a party to, nor affected by, any "rights agreement", "poison pill" or similar plan, agreement or arrangement (a "Rights Plan") affecting the capitalization of, or issuance of capital stock by, Viasoft, which would be triggered by the Offer, the Merger, this Agreement or any other transaction contemplated hereby.
