Takeover Defenses. The Company and EVI shall each take such action with respect to any anti-takeover provisions in its respective Certificate of Incorporation or Bylaws, including, in the case of the Company, Article XI of the Company's Bylaws, or afforded it by statute, including Section 203 of the DGCL, to the extent necessary to consummate the Merger on the terms set forth in the Agreement.
Takeover Defenses. Starz shall not have adopted any shareholder rights plan or other anti-takeover provisions which would materially and adversely affect any Stockholder, LGF or Purchaser’s ability to perform its obligations and consummate the transactions contemplated hereunder or to acquire any share capital of, or other voting or equity interests in, Starz.
Takeover Defenses. The Company shall take such action with respect to any anti-takeover provisions in its Certificate of Incorporation or Bylaws, or afforded it by statute, to the extent necessary to consummate the Merger on the terms set forth in the Agreement.
Takeover Defenses. If any Takeover Law is or may become applicable to the Tender Offer, the Transaction or any other transaction contemplated by this Agreement, each of the Company, Parent and Acquisition and their respective boards of directors shall grant all such approvals and take all such actions as are necessary or appropriate so that such transactions may be consummated as promptly as practicable hereafter on the terms contemplated hereby, and otherwise act to eliminate or minimize the effects of such Law on such transactions.
Takeover Defenses. Newco shall not take any action or ----------------- omit to take an action, and shall cause its Significant Subsidiaries or any of its or their respective officers, directors, employees, representatives and agents to take no action or omit to take action, that would result in (i) any Affiliated Equity Holder being deemed an "acquiring person" or similar designation under any Stockholders' Rights Plan (commonly known as a "poison pill") or otherwise being adversely affected by such plan, (ii) any Affiliated Equity Holder being prejudiced by Newco through its action or its failure to act under any applicable state takeover statute, including Section 203 of the Delaware General Corporation Law, or (iii) otherwise causing any takeover defense to materially impair or obstruct, or prevent (either legally or financially) the exercise by any Affiliated Equity Holder of rights granted pursuant to this Article IV; provided, however, that (A) Newco may take action -------- ------- or omit to take action having any such consequence to the extent that such consequence occurs upon a material breach or violation by any Affiliated Equity Holder of this Agreement and (B) the execution by Newco, the Company or any Significant Subsidiary of a definitive agreement in respect of a Business Combination that is consistent with the requirements of Section 4.03(c) hereof shall not be deemed to have the effects described in this Section 4.07.
Takeover Defenses. Schlumberger and Camco shall each take such action with respect to any takeover provisions in its respective Certificate of Incorporation or Bylaws or afforded it by statute to the extent necessary to consummate the Merger on the terms set forth in the Merger Agreement.
Takeover Defenses. The Company shall take such action with respect to any anti-takeover provisions in its Articles of Incorporation or Bylaws, or afforded it by statute, including Section 14-2-1103 of the GBCC, to the extent necessary to consummate the Merger on the terms set forth in the Agreement.
Takeover Defenses. (a) The Company represents and warrants to the Trust that its Board of Directors has approved this Warrant Agreement and the transactions contemplated hereby, including the issuance of the Warrants and the Warrant Shares to the Holders, such that none of this Warrant Agreement, such transactions or such issuance shall be subject to the provisions or restrictions of Section 203 of the Delaware General Corporation Law or any other business combination, interested stockholder, fair price, control share acquisition, or other Law regulating mergers, acquisitions, change of control transactions, voting rights or share acquisitions.
(b) The Company represents and warrants to the Trust that the Trust is not an “Acquiring Person” within the meaning of the Amended and Restated Rights Agreement, dated as of March 25, 2008, by and between the Company and Mellon Investor Services, LLC, as rights agent (as amended from time to time, the “Rights Agreement”). The Company shall not lower the Beneficial Ownership percentage in the Rights Agreement’s definition of “Acquiring Person” until such time as the Trust no longer owns any Warrants or Warrant Shares. The Company shall take all action within its control (through its Board of Directors, stockholders, other governing bodies, management or otherwise) so that no “poison pill”, shareholder or stockholder rights plan or other anti-takeover or takeover defense plan, contract, agreement, instrument or provision adopted or implemented by the Company shall apply to or be triggered by the issuance of the Warrants to the Trust, or the issuance and sale by the Company, and the purchase by the Trust, of the Warrant Shares upon exercise of the Warrants by the Trust.
Takeover Defenses. (a) No anti-takeover provision in the Company’s Certificate of Incorporation or By-laws and no “fair price,” “moratorium,” or “control share acquisition” or similar anti-takeover statute or regulation is, or at the Effective Time will be, applicable to the execution, delivery or performance of this Agreement, the consummation of the Merger or the other transactions contemplated by this Agreement, or Buyer.
(b) The Company Board has taken all actions necessary so that the restrictions contained in Section 203 of the DGCL applicable to a “business combination” (as defined in Section 203) shall not apply to the execution, delivery or performance of this Agreement or the consummation of the Merger or the other transactions contemplated by this Agreement, or Buyer.
Takeover Defenses. Until the earlier of (i) the fourth (4th) anniversary of the Closing Date and (ii) the second (2nd) anniversary of such date upon which the Holders hold less than 500,000 shares of Preferred Stock, neither the Company nor any of its subsidiaries shall enter into stockholder rights plan or “poison pill” or any similar arrangement giving any Person the right to purchase any equity interest in the Company upon the occurrence of certain events. For purposes of clarification, the Company’s current Articles of Incorporation and Bylaws, as such exist on the date hereof, and applicable law are not deemed to constitute a “poison pill” or similar arrangement (provided, that the Company agrees that it will not “opt-in” to the application of any new laws that may be deemed to constitute a “poison pill” or similar arrangement).
