Takeover Provision Sample Clauses

Takeover Provision. The Company has taken all necessary actions such that the restrictions on business combinations set forth in Section 203 of the DGCL do not and will not apply to the Purchasers, this Agreement or the Transaction Documents or to any of the transactions contemplated hereby or thereby by the approval of the foregoing in accordance with Section 203(a)(1) of the DGCL. No other Takeover Provision is applicable to the transactions contemplated hereby. There are (i) no anti-takeover provision in the Organizational Documents of the Company or other similar organizational documents of its Subsidiaries, and (ii) no shareholder rights plan, “poison pill” or similar measures applicable to the Company.
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Takeover Provision. The Company and its Board have taken all necessary action in order to render inapplicable any corporate takeover provision under laws of the State of Delaware, including Section 203 of the DGCL, or any other state or federal “fair price”, “moratorium”, “control share acquisition”, “business combination” or other similar anti-takeover statute or regulation, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Certificate of Incorporation or the Bylaws (each, a “Takeover Provision”) which is, or could be, applicable to the transactions contemplated by this Agreement, including, without limitation, the Company’s issuance of the Shares and the Purchaser’s ownership, voting (to the extent applicable) or disposition of the Shares.
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Takeover Provision. Amoco shall retain the right, but not the `obligation to takeover any Well drilled by virtue of this Contract as hereinafter provided: a) Prior to the commencement of the actual drilling of a well under this Contract, Farmee shall furnish to Amoco a plat showing the location of the well to be drilled. Within five (5) days of receipt of said plat, Amoco shall declare in writing to Farmee, its intention to takeover the well bore, in the event of a dryhole, at a time mutually agreed to by the Parties prior to the drilling well reaching Contract Depth. Failure by Amoco to timely notify Farmee of its intention to takeover a well, shall constitute Amoco's concurrence with Farmee's intention to plug and abandon the well. Amoco shall release Farmee from all liability and costs incurred in the well at the point of takeover by Amoco. b) Not later than thirty (30) days prior to the plugging and abandonment of any producing well drilled under this Contract, Farmee shall notify Amoco of its intention to plug and abandon said well. Amoco shall have the option to takeover said well, for its own purposes, free of any cost to Amoco, by notifying Farmee, in writing within fifteen (15) days from receipt of the aforementioned notice, and prior to said well being plugged and abandoned as a dryhole. Failure by Amoco to timely notify Farmee of its intention to takeover a well, shall constitute Amoco's concurrence with Farmee's intention to plug and abandon the well. Amoco shall release Farmee from all liability and costs incurred in the well at the point of takeover by Amoco.
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Takeover Provision. No Takeover Provision is applicable nor will apply to the Purchasers or the transactions contemplated by this Agreement and the Transaction Documents. There are (i) no anti-takeover provisions in the Company Organizational Documents, and (ii) no shareholder rights plan, “poison pill” or similar measures applicable to the Company.
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Takeover Provision. If any “control share acquisition,” “fair price,” “moratorium” or other antitakeover or similar statute or regulation of a Governmental Authority or provision of the articles of incorporation of TIL shall become applicable to the transactions contemplated by this Agreement, each of TIL, TNK and Merger Sub and the respective members of their boards of directors and the Special Committee shall, to the extent permitted by applicable Law, use reasonable best efforts to grant such approvals and to take such actions as are reasonably necessary so that the transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated herein and therein and otherwise to take all such other actions as are reasonably necessary to eliminate or minimize the effects of any such statute or regulation on the transactions contemplated hereby and thereby.
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Related to Takeover Provision

  • Anti-Takeover Provisions The Company is not party to a shareholder rights agreement, “poison pill” or similar agreement or plan. The Company Board has taken all necessary action so that any takeover, anti-takeover, moratorium, “fair price”, “control share” or other similar Laws enacted under any Laws applicable to the Company (each, a “Takeover Statute”) does not, and will not, apply to this Agreement or the Transactions other than the CICL.

  • Antitakeover Provisions No “control share acquisition,” “business combination moratorium,” “fair price” or other form of antitakeover statute or regulation is applicable to this Agreement and the transactions contemplated hereby.

  • Anti-takeover Provisions and Rights Plan The Board of Directors of the Company (the “Board of Directors”) has taken all necessary action to ensure that the transactions contemplated by this Agreement and the consummation of the transactions contemplated hereby will be exempt from any anti-takeover or similar provisions of the Company’s Charter and bylaws, and any other provisions of any applicable “moratorium”, “control share”, “fair price”, “interested stockholder” or other anti-takeover laws and regulations of any jurisdiction.

  • Takeover Statute If any Takeover Statute is or may become applicable to the Merger or the other transactions contemplated by this Agreement, each of Parent and the Company and its board of directors shall grant such approvals and take such actions as are necessary so that such transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement or by the Merger and otherwise act to eliminate or minimize the effects of such statute or regulation on such transactions.

  • Anti-Takeover Statutes If any “control share acquisition,” “fair price,” “moratorium,” or other anti-takeover Law becomes or is deemed to be applicable to Parent, the Merger Sub, the Company, the Merger, or any other transaction contemplated by this Agreement, then each of the Company and the Company Board on the one hand, and Parent and the Parent Board on the other hand, shall grant such approvals and take such actions as are necessary so that the transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated hereby and otherwise act to render such anti-takeover Law inapplicable to the foregoing.

  • Takeover Statutes If any Takeover Statute is or may become applicable to the Merger or the other transactions contemplated by this Agreement, the Company and its board of directors shall grant such approvals and take such actions as are necessary so that such transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise act to eliminate or minimize the effects of such statute or regulation on such transactions.

  • Anti-Takeover Laws In the event that any state anti-takeover or other similar Law is or becomes applicable to this Agreement or any of the transactions contemplated by this Agreement, the Company, Parent and Acquisition Sub shall use their respective reasonable best efforts to ensure that the transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms and subject to the conditions set forth in this Agreement and otherwise to minimize the effect of such Law on this Agreement and the transactions contemplated hereby.

  • Takeover Laws No party hereto shall take any action that would cause the transactions contemplated by this Agreement to be subject to requirements imposed by any Takeover Law and each of them shall take all necessary steps within its control to exempt (or ensure the continued exemption of) the transactions contemplated by this Agreement from, or if necessary challenge the validity or applicability of, any applicable Takeover Law, as now or hereafter in effect.

  • Takeover Laws and Provisions No party will take any action that would cause the transactions contemplated by this Agreement to be subject to requirements imposed by any Takeover Law and each of them will take all necessary steps within its control to exempt (or ensure the continued exemption of) those transactions from, or if necessary challenge the validity or applicability of, any applicable Takeover Law, as now or hereafter in effect. No party will take any action that would cause the transactions contemplated by this Agreement not to comply with any Takeover Provisions and each of them will take all necessary steps within its control to make those transactions comply with (or continue to comply with) the Takeover Provisions.

  • Antitakeover Statutes Take any action (i) that would cause this Agreement or the Transaction to be subject to the provisions of any state antitakeover law or state law that purports to limit or restrict business combinations or the ability to acquire or vote shares or (ii) to exempt or make not subject to the provisions of any state antitakeover law or state law that purports to limit or restrict business combinations or the ability to acquire or vote shares, any Person (other than PPBI or its Subsidiaries) or any action taken thereby, which Person or action would have otherwise been subject to the restrictive provisions thereof and not exempt therefrom.

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