State Takeover Statutes. To the knowledge of the Company, except for Section 203 of the DGCL (which has been rendered inapplicable), no “moratorium,” “control share,” “fair price” or other anti-takeover law or regulation is applicable to this Agreement, the Merger, or the other transactions contemplated hereby.
Appears in 4 contracts
Samples: Merger Agreement (Ceres Ventures, Inc.), Merger Agreement (12th Street Financial, LLC), Merger Agreement (Harborview Master Fund Lp)
State Takeover Statutes. To No “fair price,” “moratorium,” “control share acquisition” or other anti-takeover Law, including the knowledge of the Company, except for interested stockholder provisions codified in Section 203 of the DGCL (which has been rendered inapplicable)each, no a “moratorium,” “control share,” “fair price” Takeover Statute”) or any other similar statutory or organizational document anti-takeover law or regulation provision is applicable to this Agreement, the Merger, Merger or the other transactions contemplated herebyby this Agreement and the Transaction Documents.
Appears in 3 contracts
Samples: Merger Agreement (Marquee Holdings Inc.), Merger Agreement (Amc Entertainment Inc), Merger Agreement (LCE Mexican Holdings, Inc.)
State Takeover Statutes. To the knowledge of the Company, except (a) Except for Section 203 of the DGCL (which has been rendered inapplicable)DGCL, no “moratorium,” “control share,” “"fair price” ", "moratorium", "control share acquisition" or other similar anti-takeover law statute or regulation is applicable applicable, by reason of the Company's being a party to the Merger or this Agreement, the Merger, Agreement or the other transactions contemplated herebyhereby or thereby. Neither the Company nor any of the Company Subsidiaries is a party to any "stockholder rights" plan or any similar anti-takeover plan or device.
Appears in 3 contracts
Samples: Merger Agreement (Kaye Group Inc), Merger Agreement (Hub International LTD), Merger Agreement (Hub International LTD)
State Takeover Statutes. To the knowledge of the Company, except for Section 203 of the DGCL (which has been rendered inapplicable), no is inapplicable to the transactions contemplated by this Agreement. No “fair price,” “moratorium,” “control share,” “fair priceshare acquisition” or other form of anti-takeover law Applicable Law (collectively, the “State Takeover Laws”) applicable to the Company or regulation any anti-takeover provision in the Organizational Documents of the Company is applicable to this Agreement, the Merger, Merger or the other transactions contemplated herebyby this Agreement.
Appears in 2 contracts
Samples: Merger Agreement (LVB Acquisition, Inc.), Merger Agreement (Zimmer Holdings Inc)
State Takeover Statutes. To the knowledge of the Company, except Except for Section 203 of the DGCL (which has been rendered inapplicableinapplicable to the Merger as contemplated by Section 3.18), no “fair price,” “moratorium,” “control share,” “fair priceshare acquisition” or other similar anti-takeover law statute or regulation is applicable to this Agreementthe Company, the MergerShares, the Merger or the other transactions contemplated herebyby this Agreement.
Appears in 2 contracts
Samples: Merger Agreement (Ipayment Inc), Agreement and Plan of Merger (Ipayment Inc)
State Takeover Statutes. To the knowledge of the Company, except for Section 203 of the DGCL (which has been rendered inapplicable), no No “moratorium,” “control sharefair price,” “fair pricebusiness combination,” “control share acquisition” or other similar provision of any state anti-takeover law Law (including Section 203 of the DGCL) or regulation is any similar anti-takeover provision in the certificate of incorporation or bylaws of the Company is, or at the Effective Time will be, applicable to this Agreement, the Merger, Mergers or any of the other transactions contemplated hereby.
Appears in 1 contract
Samples: Merger Agreement (Skillsoft Corp.)
State Takeover Statutes. To the knowledge of the Company, except for Section 203 of the DGCL (which has been rendered inapplicable), no “moratorium,” “control share,” No “fair price” or “control share acquisition” or other anti-takeover law similar U.S. federal, state or regulation local antitakeover statutes, laws or regulations, including Section 203 of the DGCL, is applicable to this Agreement, the Company with respect to the Merger, including the execution, delivery or performance of this Agreement and the consummation of the Merger and the other transactions contemplated hereby.
Appears in 1 contract
Samples: Merger Agreement (Attunity LTD)
State Takeover Statutes. To the knowledge of the CompanyParent’s Knowledge, except for Section 203 of the DGCL (which has been rendered inapplicable), no “moratorium,” “control share,” “fair price” or other anti-takeover law or regulation is applicable to this Agreement, the Mergerother Transaction Documents, the Mergers or the other transactions contemplated herebyhereby and thereby.
Appears in 1 contract
Samples: Merger Agreement (Rosewind CORP)
State Takeover Statutes. To the knowledge of the CompanyCompanies’ Knowledge, except for Section 203 of the DGCL (which has been rendered inapplicable), no “moratorium,” “control share,” “fair price” or other anti-takeover law or regulation is applicable to this Agreement, the Mergerother Transaction Documents, the Mergers or the other transactions contemplated herebyhereby and thereby.
Appears in 1 contract
Samples: Merger Agreement (Rosewind CORP)