Takeover Matters. Bullion and Bullion’s Board of Directors have each taken all actions necessary to be taken such that no “rights plans” or “poison pill plans” or restrictive provision of any “moratorium,” “control share acquisition,” “fair price,” “interested shareholder,” “affiliate transaction,” “business combination,” or other anti-takeover Law of any state, or any applicable anti-takeover provision in the articles of incorporation or bylaws of Bullion, is, or at the Effective Time will be, applicable to Bullion, Eurasian, Merger Sub, the Bullion Shares, the Voting Agreements, this Agreement or the Merger.
Takeover Matters. Target does not have any applicable anti-takeover provision in its articles of incorporation or bylaws. Target and Target’s board of directors have each taken all actions necessary to be taken such that the Target Rights Plan is not, or at the Effective Time will not be, applicable to Target, Parent, Merger Sub, the Target Common Shares, the Voting Agreements, this Agreement or the Transactions.
Takeover Matters. The Parent does not have any applicable anti-takeover provision in its articles of incorporation or bylaws. Parent and Parent’s board of directors have each taken all actions necessary to be taken such that the Parent Rights Plan is not, or at the Effective Time will not be, applicable to Target, Merger Sub, the Voting Agreements, this Agreement or the Transactions.
Takeover Matters. Other than as a result of this Agreement, neither AAO nor the Merger Sub, nor any of their Affiliates is, nor at any time during the last five (5) years has been, an “interested shareholder” of the Company as defined in IBCL 23-1-43-10.
Takeover Matters. The Company shall (a) take all action available to it under applicable Law to ensure that no Anti-Takeover Law or any rights plan, “poison pill” or similar anti-takeover instrument is or becomes applicable to this Agreement or any of the Transactions and (b) if Anti-Takeover Law or any rights plan, “poison pill” or similar anti-takeover instrument is or becomes applicable to this Agreement or any of the Transactions, take all action available to it under applicable Law to ensure that such transactions may be consummated as promptly as practicable on the terms required by, or provided for, in this Agreement and otherwise to eliminate or minimize the effect of such Law on the Merger, the other Transactions, or the Surviving Corporation (including with respect to any potential limitations on Parent’s exercise of voting rights of the Surviving Corporation under any Anti-Takeover Law or similar Law). Except to the extent the Company Board is permitted under Section 5.3(d) to take any of the actions set forth therein with respect to a Superior Proposal, the Company shall not take any action to exempt any Person other than Parent or Merger Sub or any action by such Person from, or make such Person or such action not subject to, any Anti-Takeover Law or any rights plan, “poison pill” or similar anti-takeover instrument.
Takeover Matters. (a) Except for the Rights Agreement, dated April 11, 1989, as amended February 24, 1999, between the Company and American Securities Transfer, Incorporated, as the original rights agent, (the “Rights Agreement”) (a correct and complete copy of which, together with all amendments thereto, as in effect on the date hereof, has been filed by the Company with the SEC) neither the Company nor any Subsidiary of the Company (as defined in the Rights Agreement) has in effect any shareholder rights plan, commonly or colloquially known as a “poison pill” or “anti-takeover” plan, or any similar plan, device or arrangement, and the Board of Directors of the Company has not adopted or authorized the adoption of such a plan, device or arrangement.
(b) The Board of Directors of the Company has taken all necessary action under the Rights Agreement (including having amended such agreement but without redeeming the Rights (as defined therein)) so that none of the execution, delivery and performance of this Agreement (including the purchase and sale of the Purchased Stock pursuant to this Agreement) or any other transaction contemplated hereby will cause (i) the Rights to become exercisable under the Rights Agreement or to separate from the stock certificates to which they are attached,
Takeover Matters. Target and Target’s Board of Directors have each taken all actions necessary to be taken such that no “rights plans” or “poison pill plans” or restrictive provision of any “moratorium,” “control share acquisition,” “fair price,” “interested shareholder,” “affiliate transaction,” “business combination,” or other anti-takeover Law of any state, or any applicable anti-takeover provision in the articles of incorporation or bylaws of the Target, is, or at the Effective Time will be, applicable to Target, Parent, Merger Sub, the Target Common Shares, the Voting Agreements, this Agreement or the Transactions.
