Common use of State Takeover Statutes Clause in Contracts

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: Agreement and Plan of Merger (Ceres Ventures, Inc.), Agreement and Plan of Merger (12th Street Financial, LLC), Agreement and Plan of Merger (Harborview Master Fund Lp)

AutoNDA by SimpleDocs

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: Agreement and Plan of Merger (Kaye Group Inc), Agreement and Plan of Merger (Hub International LTD), Agreement and Plan of Merger (Hub International LTD)

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: Consent and Support Agreement (LCE Mexican Holdings, Inc.), Consent and Support Agreement (Amc Entertainment Inc), Consent and Support Agreement (Marquee 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: Agreement and Plan of Merger (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 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: Agreement and Plan of Merger (Zimmer Holdings Inc), Agreement and Plan of Merger (LVB Acquisition, Inc.)

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: Lockup Agreement (Rosewind CORP)

State Takeover Statutes. To the knowledge The Company has opted-out of the Company, except for Section 203 of the DGCL (which has been rendered inapplicable)DGCL. No other Takeover Law is, no “moratorium,” “control share,” “fair price” or other anti-takeover law at the Acceptance Time or regulation is the Effective Time will be, applicable to this Agreement, the MergerSupport Agreements, the Offer, the Merger or any of the other transactions contemplated hereby.

Appears in 1 contract

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

AutoNDA by SimpleDocs

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: Agreement and Plan of Merger (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: Agreement and Plan of Merger (Attunity LTD)

State Takeover Statutes. To Other than dissenters rights provided for under the knowledge of the Company, except for Section 203 of the DGCL (which has been rendered inapplicable)DGCL, no “moratorium,” “control share,” “state "fair price," "control share acquisition," "business combination moratorium" or other anti-state takeover law or regulation statute is applicable to this Agreement, the Merger, Merger or the other transactions contemplated herebyby this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Voip Inc)

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: Lockup Agreement (Rosewind CORP)

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!