Common use of Takeover Statutes and Charter Provisions Clause in Contracts

Takeover Statutes and Charter Provisions. Assuming that neither Parent nor any of its “affiliates” or “associates” is, or at any time during the last three years has been, an “interested shareholder” of the Company, in each case as defined in Bye-law 73.1(c) of the Company Bye-laws, the Board of Directors of the Company has taken all action necessary to render the restrictions on “Business Combinations” (as defined in Bye-law 73.1(c) of the Company Bye-laws) as set forth in Bye-Law 73 of the Company Bye-laws inapplicable to this Agreement, the Statutory Merger Agreement and the Transactions. As of the date of this Agreement, no antitakeover statute or similar statute or regulation applies with respect to the Company or any of its subsidiaries in connection with this Agreement, the Statutory Merger Agreement, the Merger or any of the other transactions contemplated hereby. As of the date of this Agreement, there is no stockholder rights plan, “poison pill” antitakeover plan or similar device in effect to which the Company or any of its subsidiaries is subject, party or otherwise bound.

Takeover Statutes and Charter Provisions. Assuming that neither Parent the Company nor any of its “affiliates” or “associates” is, or at any time during the last three years has been, an “interested shareholder” of the CompanyParent, in each case as defined in Bye-law 73.1(c74.1(c) of the Company Parent Bye-laws, the Board of Directors of the Company Parent has taken all action necessary to render the restrictions on “Business Combinations” (as defined in Bye-law 73.1(c74.1(c) of the Company Parent Bye-laws) as set forth in Bye-Law 73 74 of the Company Parent Bye-laws inapplicable to this Agreement, the Statutory Merger Agreement and the Transactions. As of the date of this Agreement, no antitakeover statute or similar statute or regulation applies with respect to the Company Parent or any of its subsidiaries in connection with this Agreement, the Statutory Merger Agreement, the Merger or any of the other transactions contemplated hereby. As of the date of this Agreement, there is no stockholder shareholder rights plan, “poison pill” antitakeover plan or similar device in effect to which the Company Parent or any of its subsidiaries is subject, party or otherwise bound.