Takeover Statute; Rights Agreement Sample Clauses

Takeover Statute; Rights Agreement. If any “fair price,” “moratorium,” “control share acquisition,” “interested shareholder,” “business combination” or other form of antitakeover statute or regulation shall or may become applicable to the transactions contemplated herein, the Company Board shall grant such approvals and take such actions as are reasonably necessary so that the transactions contemplated herein may be consummated as promptly as practicable on the terms contemplated herein and otherwise act to eliminate or, if not possible to eliminate, minimize the effects of such statute or regulation on the transactions contemplated herein.
Sample 1Sample 2Sample 3See All (4)
AutoNDA by SimpleDocs
Takeover Statute; Rights Agreement. (a) 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 their respective Boards 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 use reasonable best efforts to act to eliminate or minimize the effects of such statute or regulation on such transactions. (b) The Company will take, by no later than the fifth business day after the date of this Agreement, all necessary action with respect to all of the outstanding Rights (as defined in the Rights Agreement) so that, as of immediately prior to the Effective Time, as a result of entering into this Agreement or consummating the Merger and/or the other transactions contemplated by this Agreement, (A) neither the Company nor Parent will have any obligations under the Rights or the Rights Agreement, (B) the holders of the Rights will have no rights under the Rights or the Rights Agreement and (C) the Rights Agreement will expire.
Sample 1Sample 2Sample 3
Takeover Statute; Rights Agreement. MTI has taken all necessary actions such that the provisions of Section 203 of the DGCL do not and will not apply to (i) this Agreement or the Contribution or (ii) the contribution, if any, on or following the Closing Date, of the MTI Shares by ev3 LLC to Micro Investment, LLC, a Delaware limited liability company (“MI LLC”) (as contemplated by Section 6.5 below), which will be a wholly owned subsidiary of the Company following the Initial Public Offering. This Agreement shall constitute an “agreement,” “transaction” and “understanding” within the meaning of Section 1(a)(iii) of the Rights Agreement. The Board of Directors of MTI has approved this Agreement and the transactions contemplated hereby as contemplated by Section 1(a)(iii) of the Rights Agreement. As a result, as a consequence of this Agreement and the transactions contemplated hereby, (i) each of the Company, ev3 LLC, the Stockholders and MI LLC shall not be an “Acquiring Person” within the meaning of the Rights Agreement, (ii) a “Triggering Event” (as defined in the Rights Agreement) shall not have occurred and (iii) the Rights (as defined in the Rights Agreement) shall not separate from the MTI Common Stock as a result of any of the transactions contemplated hereby.
Sample 1
Takeover Statute; Rights Agreement. MTI has taken all necessary actions such that the provisions of Section 203 of the DGCL do not and will not apply to (i) this Agreement or the Contribution or (ii) the contribution, if any, on or following the Closing Date, of the MTI Shares by ev3 LLC to Micro Investment, LLC, a Delaware limited liability company ("MI LLC") (as contemplated by Section 6.5 below), which will be a wholly owned subsidiary of the Company following the Initial Public Offering. This Agreement shall constitute an "agreement," "transaction" and "understanding" within the meaning of Section 1(a)(iii) of the Rights
Sample 1
Takeover Statute; Rights Agreement. The Company has taken all necessary actions such that the provisions of Section 203 of the DGCL does not and will not apply to this Agreement or the Securities issuable hereunder or thereunder. The Company has taken all necessary actions such that the provisions of Section 203 of the DGCL did not apply to prior purchases of debt and equity securities by the Purchaser, including, but not limited to, purchases made pursuant to that certain Convertible Debt and Warrant Purchase Agreement dated as of December 19, 2002 and purchases made pursuant to that certain Unsecured Convertible Debenture and Warrant Purchase Agreement dated as of August 28, 2003. Consummation of the transactions contemplated by this Agreement shall result in Purchaser being deemed an "Acquiring Person" within the meaning of Section 1(a) of the Preferred Stock Rights Agreement, by and between the Company and U.S. Stock Transfer Corporation, dated July 13, 2000 as amended by Amendment No. 1 on April 24, 2001 and as amended by Amendment No. 2 on December 31, 2004 ("Rights Agreement"). The Board of Directors of the Company has approved Amendment No. 4 amending Section 1(a) of the Rights Agreement to exclude Purchaser from the definition of Acquiring Person thereunder. As a result, as a consequence of this Agreement and the transactions contemplated hereby, (i) Purchaser shall not be an "Acquiring Person" within the meaning of the Rights Agreement, (ii) a "Triggering Event" (as defined in the Rights Agreement) shall not have occurred and (iii) the Rights (as defined in the Rights Agreement) shall not separate from the Company's Common Stock as a result of any of the transactions contemplated hereby.
Sample 1

Related to Takeover Statute; Rights Agreement

  • 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.

  • 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 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.

  • 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.

  • Warrant Agreement and Registration and Shareholder Rights Agreement The Company shall have entered into the Warrant Agreement, in the form of Exhibit A hereto, and the Registration and Shareholder Rights Agreement, in the form of Exhibit B hereto, in each case on terms satisfactory to the Purchaser.

  • State Takeover Statutes The Board of Directors of the Company has approved the Merger and this Agreement, and such approval is sufficient to render inapplicable to the Merger, this Agreement and the transactions contemplated by this Agreement, the provisions of Section 203 of the DGCL. To the best of the Company's knowledge, no other state takeover statute or similar statute or regulation applies or purports to apply to the Merger, this Agreement or any of the transactions contemplated by this Agreement.

  • Stockholder Agreement The Stockholder agrees that, during the period from the date of this Agreement until the Expiration Date:

  • Company Rights Agreement The Board of Directors of the Company shall take all further actions (in addition to those referred to in Section 3.01(s)) requested by Parent in order to render the Company Rights inapplicable to this Agreement, the Merger, the other transactions contemplated by this Agreement and compliance with the terms of this Agreement. Except as provided above with respect to this Agreement, the Merger and the other transactions contemplated by this Agreement, neither the Company nor the Board of Directors of the Company shall, without the prior written consent of Parent, amend, modify, take any action with respect to, or make any determination under, the Company Rights Agreement.

  • Application of Takeover Protections; Rights Agreement The Company and its board of directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, interested stockholder, business combination, poison pill (including, without limitation, any distribution under a rights agreement), stockholder rights plan or other similar anti-takeover provision under the Certificate of Incorporation, Bylaws or other organizational documents or the laws of the jurisdiction of its incorporation or otherwise which is or could become applicable to any Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company’s issuance of the Securities and any Buyer’s ownership of the Securities. The Company and its board of directors have taken all necessary action, if any, in order to render inapplicable any stockholder rights plan or similar arrangement relating to accumulations of beneficial ownership of shares of Common Stock or a change in control of the Company or any of its Subsidiaries.

  • Investors’ Rights Agreement Each Purchaser shall have executed and delivered the Investors’ Rights Agreement.

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