Takeover Statutes. No “fair price”, “moratorium”, “control share acquisition” or other similar anti-takeover statute or regulation (each, a “Takeover Statute”) or any anti-takeover provision in the Company Charter or Company Bylaws is applicable to the Company, the Shares, this Agreement, the Voting Agreement or the Transactions.
Appears in 9 contracts
Samples: Merger Agreement, Agreement and Plan of Merger (Fox Corp), Amended and Restated Agreement and Plan of Merger (New Fox, Inc.)
Takeover Statutes. No “fair price”, “moratorium”, “control share acquisition” or other similar anti-takeover antitakeover statute or regulation (each, a “Takeover Statute”) enacted under state or any anti-takeover provision federal laws in the United States applicable to the Company Charter or Company Bylaws is applicable to the Company, the Shares, this Agreement, the Voting Agreement Merger or the Transactionsother transactions contemplated hereby.
Appears in 5 contracts
Samples: Merger Agreement (Gordmans Stores, Inc.), Merger Agreement (Gordmans Stores, Inc.), Merger Agreement (Gordmans Stores, Inc.)
Takeover Statutes. No “fair price”, ,” “moratorium”, ,” “control share acquisition” or other similar anti-takeover statute or regulation (each, a “Takeover Statute”) or any anti-takeover provision in the Company Charter Company’s articles of incorporation or Company Bylaws by-laws is applicable to the Company, the Shares, the Merger or the other transactions contemplated by this Agreement, the Voting Agreement or the Transactions.
Appears in 4 contracts
Samples: Merger Agreement (Goldman Sachs Group Inc), Merger Agreement (Learning Care Group, Inc), Merger Agreement (McJunkin Red Man Corp)
Takeover Statutes. No “fair price”, ,” “moratorium”, ,” “control share acquisition” or other similar anti-takeover statute or regulation (each, a “Takeover Statute”) or any anti-takeover provision in the Company Charter Company’s certificate of incorporation or Company Bylaws by-laws is applicable to the Company, the Shares, this Agreement, the Voting Agreement Merger or the other Transactions.
Appears in 4 contracts
Samples: Merger Agreement (Optimer Pharmaceuticals Inc), Merger Agreement (Cubist Pharmaceuticals Inc), Agreement and Plan of Merger (Conmed Corp)
Takeover Statutes. No “fair price”, “moratorium”, “control share acquisition” or other similar anti-takeover statute or regulation (each, a “Takeover Statute”) or any anti-takeover provision in the Company Charter or Company Bylaws Organizational Documents is applicable to the Company, the Shares, this Agreement, the Voting Agreement Merger or the other Contemplated Transactions.
Appears in 4 contracts
Samples: Merger Agreement, Agreement and Plan of Merger (Brookfield Asset Management Inc.), Merger Agreement (Oaktree Capital Group, LLC)
Takeover Statutes. No The Company is not subject to any “business combination,” “fair price”, ,” “moratorium”, ,” “control share acquisition” or other similar anti-takeover statute or regulation enacted under state or federal Laws in the United States (each, each a “Takeover Statute”) or any anti-takeover provision in the Company Charter or Company Bylaws is applicable to the Company, the Shares, this Agreement, the Voting Agreement Parent or the TransactionsMerger.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Ixia), Merger Agreement (Ixia), Merger Agreement (Ixia)
Takeover Statutes. No “fair price”, ,” “moratorium”, ,” “control share acquisition” or other similar any anti-takeover statute or regulation (each, a “Takeover Statute”) or any anti-takeover provision in the Company Charter Company’s certificate of incorporation or Company Bylaws bylaws is applicable to the Company, the Shares, this Agreement, the Voting Agreement Shares or the TransactionsMerger.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Exelon Corp), Agreement and Plan of Merger (Potomac Electric Power Co), Merger Agreement (Exelon Corp)
Takeover Statutes. No “fair price”, ,” “moratorium”, ,” “control share acquisition” or other similar anti-takeover statute or regulation (each, including Section 203 of the DGCL) (each a “Takeover Statute”) or any anti-takeover provision in the Company Charter or Company Bylaws Company’s certificate of incorporation and bylaws is applicable to the CompanyShares, the Shares, Merger or the other transactions contemplated by this Agreement, the Voting Agreement or the Transactions.
Appears in 4 contracts
Samples: Merger Agreement (Usf Corp), Merger Agreement (Yellow Roadway Corp), Merger Agreement (Usf Corp)
Takeover Statutes. No “fair price”, There are no “moratorium”, ,” “control share acquisition,” “fair price,” “supermajority,” “affiliate transactions,” or “business combination statute or regulation” or other similar state or other anti-takeover statute or regulation (each, a “Takeover Statute”) or any anti-takeover provision in the Company Charter or Company Bylaws is Laws and regulations applicable to the Company, the Company Ordinary Shares, the Transaction or any other transactions contemplated by this Agreement, the Voting Agreement or the Transactions.
Appears in 3 contracts
Samples: Transaction Agreement (Mimecast LTD), Transaction Agreement (Delphi Technologies PLC), Transaction Agreement (Borgwarner Inc)
Takeover Statutes. No “fair price”, ,” “moratorium”, ,” “control share acquisition” or other similar anti-takeover statute or regulation (each, a “Takeover Statute”) or any anti-takeover provision in the Company Charter Company’s Articles or Company Bylaws is applicable to the Company, the Shares, this Agreement, the Voting Agreement or the Transactionstransactions contemplated hereby, including the Merger, with respect to the Company. The Company does not have any stockholder rights plan, “poison pill” or similar plan or arrangement in effect.
Appears in 3 contracts
Samples: Merger Agreement (Investors Bancorp, Inc.), Merger Agreement (Square 1 Financial Inc), Merger Agreement (Pacwest Bancorp)
Takeover Statutes. No “fair price”, ,” “moratorium”, ,” “control share acquisition” or other similar anti-takeover statute or regulation (each, a “Takeover Statute”) or any anti-takeover provision in the Company Charter Company’s certificate of incorporation or Company Bylaws by-laws is applicable to the Company, the Shares, this Agreementthe Merger, the Voting Agreement or the Transactionsother transactions contemplated by this Agreement.
Appears in 3 contracts
Samples: Merger Agreement (Straight Path Communications Inc.), Merger Agreement (Straight Path Communications Inc.), Merger Agreement (At&t Inc.)
Takeover Statutes. No “fair price”, ,” “moratorium”, ,” “control share acquisition” or other or similar anti-takeover statute antitakeover statutes or regulation (eachregulations enacted or promulgated under federal, a “Takeover Statute”) state or foreign law is applicable with respect to the Company in connection with the Merger or any anti-takeover provision in the Company Charter or Company Bylaws is applicable to the Company, the Shares, other transaction contemplated by this Agreement, the Voting Agreement or the TransactionsAncillary Agreements.
Appears in 3 contracts
Samples: Merger Agreement (Valueclick Inc/Ca), Merger Agreement (Valueclick Inc/Ca), Merger Agreement (Valueclick Inc/Ca)
Takeover Statutes. No “business combination”, “fair price”, “moratorium”, “control share acquisition” or other similar anti-takeover statute or regulation (each, a “Takeover Statute”) or any anti-takeover provision in the Company Charter Company’s certificate of incorporation or Company Bylaws by-laws is applicable to the Company, the Public Shares, this Agreement, the Voting Agreement Merger or the other Transactions.
Appears in 3 contracts
Samples: Merger Agreement (Unionbancal Corp), Agreement and Plan of Merger (Bank of Tokyo - Mitsubishi Ufj, LTD), Merger Agreement (Mitsubishi Ufj Financial Group Inc)
Takeover Statutes. No “fair price”, ,” “moratorium”, ,” “control share acquisition” or other similar anti-takeover statute or regulation (each, a “Takeover Statute”) or any anti-takeover provision in the Company Charter Company’s Certificate of Formation or Company Bylaws by-laws is applicable to the Company, the Shares, the Merger, the Bank Merger or the other transactions contemplated by this Agreement, the Voting Agreement or the Transactions.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Hanmi Financial Corp), Merger Agreement (Hanmi Financial Corp)
Takeover Statutes. No “fair price”, ,” “moratorium”, ,” “control share acquisition” or other similar anti-takeover statute or regulation (each, a “Takeover Statute”) or any anti-takeover provision in the Company Charter Seller’s certificate of incorporation or Company Bylaws bylaws is applicable to the CompanySeller, the Shares, this Agreement, the Voting Agreement Asset Transaction or the other Transactions.
Appears in 2 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement (Alliqua BioMedical, Inc.)
Takeover Statutes. No “fair price”, ,” “moratorium”, ,” “control share acquisition” or other similar anti-takeover statute or regulation (each, a “Takeover Statute”) or any anti-takeover provision in the Company Charter Company’s articles of incorporation or Company Bylaws bylaws is applicable to the Company, the Shares, this Agreementthe Merger, the Voting Agreement Agreements, or the Transactionsother transactions contemplated by this Agreement.
Appears in 2 contracts
Samples: Merger Agreement (Unified Grocers, Inc.), Merger Agreement (Supervalu Inc)
Takeover Statutes. No “fair price”"business combination", “"moratorium”", “"control share acquisition” share" or other similar anti-takeover statute or similar statute or regulation (each, a “Takeover Statute”) or any anti-takeover provision in the Company Charter or Company Bylaws is applicable to the CompanyOffer, the Shares, this AgreementScheme of Arrangement, the Voting Compulsory Acquisition, the Principal Shareholders Agreement or this Agreement (including all of the Transactionstransactions contemplated hereby).
Appears in 2 contracts
Samples: Acquisition Agreement (Triton Energy LTD), Acquisition Agreement (Amerada Hess Corp)
Takeover Statutes. No “fair price”, ,” “moratorium”, ,” “control share acquisition” or other similar any anti-takeover statute or regulation (each, a “Takeover Statute”) or any anti-takeover provision in the Company Charter Articles or Company Bylaws is applicable to the Company, the Shares, this Agreement, the Voting Agreement or the TransactionsIntegrated Mergers.
Appears in 2 contracts
Samples: Merger Agreement (Nextera Energy Inc), Merger Agreement (Hawaiian Electric Co Inc)
Takeover Statutes. No “fair price”, ,” “merger moratorium”, ,” “control share acquisition” or other similar anti-takeover statute or regulation (each, a “Takeover Statute”) or any anti-takeover provision in the Company Charter or Company Bylaws is applicable to the CompanyMerger or any other transaction contemplated hereby, except for such statutes or regulations as to which all necessary action has been taken by the Shares, this Agreement, Company and the Voting Agreement or Company Board to permit the Transactionsconsummation of the Merger in accordance with the terms hereof.
Appears in 2 contracts
Samples: Merger Agreement (TUTOR PERINI Corp), Merger Agreement (TNS Inc)
Takeover Statutes. No “fair price”, “moratorium”, “control share acquisition” or other similar anti-takeover statute or regulation (each, a “Takeover Statute”) or any anti-takeover provision in the Company Charter Certificate of Incorporation or Company Bylaws is applicable to the Company, the Shares, the Merger or the other transactions contemplated by this Agreement. There is no stockholder rights plan, “poison pill” antitakeover plan or similar device in effect to which the Voting Agreement Company is subject, party or the Transactionsotherwise bound.
Appears in 2 contracts
Samples: Merger Agreement (Agiliti, Inc. \De), Merger Agreement (Covetrus, Inc.)
Takeover Statutes. No “fair price”, ,” “moratorium”, ,” “control share acquisition” or other similar anti-takeover statute or regulation (each, a “Takeover Statute”) or any anti-takeover provision in the Company Charter or Company Bylaws is applicable to the Company, the Shares, Banknorth or is applicable to this Agreement, the Voting Stockholders Agreement or the Transactionstransactions contemplated hereby and thereby.
Appears in 2 contracts
Samples: Merger Agreement (Banknorth Group Inc/Me), Merger Agreement (Toronto Dominion Bank)
Takeover Statutes. No “fair price”, ,” “moratorium”, ,” “control share acquisition” or other similar anti-takeover statute or regulation (each, a “Takeover Statute”) or any anti-takeover provision in the Company Charter Company’s articles of incorporation or Company Bylaws bylaws is applicable to the Company, the Sharesshares of Company Common Stock, the Merger or the other transactions contemplated by this Agreement, the Voting Agreement or the Transactions.
Appears in 2 contracts
Samples: Merger Agreement (B. Riley Financial, Inc.), Merger Agreement (FBR & Co.)
Takeover Statutes. No “fair price”, ,” “moratorium”, ,” “control share acquisition” or other similar anti-takeover statute or regulation (each, a “Takeover Statute”) or any anti-takeover provision in the Company Charter Company’s certificate of incorporation or Company Bylaws by-laws is applicable to the Company, the Shares, the Merger or the other transactions contemplated by this Agreement, the Voting Agreement or the Transactions.
Appears in 2 contracts
Samples: Merger Agreement (Medicis Pharmaceutical Corp), Merger Agreement (Valeant Pharmaceuticals International, Inc.)
Takeover Statutes. No “The Company is not subject to any "business combination," "fair price”, “," "moratorium”, “," "control share acquisition” " or other similar anti-takeover statute or regulation enacted under state or federal Laws in the United States (each, each a “"Takeover Statute”") or any anti-takeover provision in the Company Charter or Company Bylaws is applicable to the Company, the Shares, this Agreement, the Voting Agreement Company or the TransactionsMerger.
Appears in 2 contracts
Samples: Merger Agreement (Tekelec), Agreement and Plan of Merger (Tekelec)
Takeover Statutes. No There are no “fair price”, ,” “moratorium”, ,” “control share acquisition,” “business combination” or other similar anti-takeover statute statutes or regulation regulations (each, a “Takeover Statute”) or any anti-takeover provision in the Company Charter or Company Bylaws is applicable to the Company, the Shares, this Agreement, as it relates to the Voting Agreement Merger or any of the Transactionstransactions contemplated by this Agreement.
Appears in 2 contracts
Samples: Merger Agreement (National Instruments Corp), Merger Agreement (Emerson Electric Co)
Takeover Statutes. No “fair price”, ,” “moratorium”, ,” “control share acquisition,” or other or similar anti-takeover statute statutes or regulation (eachregulations enacted or promulgated under federal, a “Takeover Statute”) state or foreign law is applicable with respect to the Company in connection with the Merger or any anti-takeover provision in the Company Charter or Company Bylaws is applicable to the Company, the Shares, other transaction contemplated by this Agreement, the Voting Agreement or the TransactionsAncillary Agreements.
Appears in 2 contracts
Samples: Merger Agreement (Valueclick Inc/Ca), Merger Agreement (K2 Inc)
Takeover Statutes. No “fair price”, ,” “moratorium”, ,” “control share acquisition” or other similar anti-takeover statute or regulation (each, each a “Takeover Statute”) or any anti-takeover provision in the Company Charter Company’s Organizational Documents is, or Company Bylaws is at the Effective Time will be, applicable to the Company, the Company Common Shares, this Agreement, the Voting Agreement Arrangement or the Transactionsother transactions contemplated by this Agreement and the Arrangement.
Appears in 2 contracts
Samples: Combination Agreement (Moore Wallace Inc), Combination Agreement (Donnelley R R & Sons Co)
Takeover Statutes. No To the Company’s knowledge, no “fair price”, ,” “moratorium”, ,” “control share acquisition” or other similar anti-takeover statute or regulation (each, a “Takeover Statute”) or any anti-takeover provision in the Company Charter Company’s articles of incorporation or Company Bylaws by-laws is applicable to the Company, Plan of Arrangement or the Shares, other transactions contemplated by this Agreement, the Voting Agreement or the Transactions.
Appears in 2 contracts
Samples: Arrangement Agreement (Symmetry Holdings Inc), Arrangement Agreement (Symmetry Holdings Inc)
Takeover Statutes. No “business combination,” “fair price”, ,” “moratorium”, ,” “control share acquisition” or other similar anti-takeover statute or regulation (each, a “Takeover Statute”) or any anti-takeover provision in the Company Charter Company’s articles of incorporation or Company Bylaws by-laws is applicable to the Company, the Shares, the Merger or any of the other transactions contemplated by this Agreement, the Voting Agreement or the Transactions.
Appears in 2 contracts
Samples: Merger Agreement (Reed Elsevier PLC), Merger Agreement (Choicepoint Inc)
Takeover Statutes. No “fair price”, ,” “moratorium”, ,” “control share acquisition” or other similar anti-takeover statute or regulation (each, a “Takeover Statute”) or any anti-takeover provision in the Company Charter or Company Bylaws Company’s Organizational Documents is applicable to the Company, the Shares, this Agreement, the Voting Agreement Merger or the other Transactions.
Appears in 2 contracts
Samples: Merger Agreement (CONMED Corp), Merger Agreement (CONMED Corp)
Takeover Statutes. No “fair price”, “moratorium”, “control share acquisition” or other similar anti-takeover statute or regulation (each, a “Takeover Statute”) or any anti-takeover provision as in effect on the Company Charter or Company Bylaws date of this Agreement is applicable to the Company, Company Common Stock, the Shares, this AgreementMerger, the Voting Agreement or the Transactionsother transactions contemplated by this Agreement.
Appears in 2 contracts
Samples: Merger Agreement (At&t Inc.), Merger Agreement (Centennial Communications Corp /De)
Takeover Statutes. No “fair price”, ,” “moratorium”, ,” “control share acquisition” or other similar anti-takeover statute or regulation (each, a “Takeover Statute”) or any anti-takeover provision in the Company Charter Company’s Organizational Documents is or Company Bylaws is will be applicable to the Company, the Sharesshares of Company Common Stock, this Agreement, the Voting Agreement or the Transactions.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Majesco), Merger Agreement (Majesco)
Takeover Statutes. No “fair price”, ,” “moratorium”, ,” “control share acquisition” or other similar anti-takeover statute or regulation (each, a “Takeover Statute”) or any anti-takeover provision in the Company Charter Company’s articles of incorporation or Company Bylaws bylaws is applicable to the Company, the Shares, the Issuance, the Conversion or the other transactions contemplated by this Agreement, the Voting Agreement or the Transactions.
Appears in 2 contracts
Samples: Debt Conversion and Purchase and Sale Agreement (Bebe Stores, Inc.), Debt Conversion and Purchase and Sale Agreement (B. Riley Financial, Inc.)
Takeover Statutes. No “fair price”, “moratorium”, “control share acquisition” or other similar anti-takeover statute or regulation enacted under state or federal Laws in the United States (each, a “Takeover Statute”) or any anti-takeover provision in the Company Charter Debtor’s certificate of incorporation or Company Bylaws by-laws is applicable to the CompanyDebtor, the Shares, this Agreement, the Voting Agreement Shares or the Transactions.
Appears in 2 contracts
Samples: Alternative Plan Sponsor Agreement (Quality Care Properties, Inc.), Plan Sponsor Agreement (Quality Care Properties, Inc.)
Takeover Statutes. No “"fair price”, “," "moratorium”, “" or "control share acquisition” " or other similar anti-takeover statute or regulation of any Governmental Authority, whether foreign or domestic (each, each a “"Takeover Statute”") or any applicable anti-takeover provision in the charter documents of the Company Charter or Company Bylaws the Target Companies is applicable to the Company, the SharesCompany Subsidiaries, this Agreement, the Voting Agreement or any of the Transactionstransactions contemplated by this Agreement.
Appears in 1 contract
Takeover Statutes. No “fair price”, ,” “moratorium”, ,” “control share acquisition” or other similar anti-takeover statute or regulation (each, a “Takeover Statute”) or any anti-takeover provision in the Company Charter Organizational Documents of any Target Group Entity or Company Bylaws the Fund GP is applicable to the Company, the Shares, this Agreement, the Voting Agreement or the Transactions.
Appears in 1 contract
Samples: Purchase Agreement (Sothebys)
Takeover Statutes. No “fair price”, ,” “moratorium”, ,” “control share acquisition” or other similar anti-takeover statute or regulation (each, a “Takeover Statute”) or any anti-takeover provision in the Company Charter Company’s certificate of incorporation or Company Bylaws by-laws is applicable to the Company, the SharesMerger, or the other transactions contemplated by this Agreement, the Voting Agreement or the Transactions.. Table of Contents ARTICLE IV
Appears in 1 contract
Samples: Merger Agreement (Convergys Corp)
Takeover Statutes. No “fair price”, ,” “moratorium”, ,” “control share acquisition” or other similar anti-takeover statute or regulation (each, a “Takeover Statute”) or any anti-takeover provision in the Company Charter or Company Bylaws is applicable to the Company, the SharesCompany Capital Stock, the Mergers or other transactions contemplated by this Agreement, the Voting Agreement or the Transactions.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Bionano Genomics, Inc)
Takeover Statutes. No “"fair price”", “----------------- "moratorium”", “"control share acquisition” " or other similar anti-takeover antitakeover statute or regulation (each, each a “"Takeover Statute”") is, or any anti-takeover provision in at the Company Charter or Company Bylaws is Effective Time will be, applicable to the Company, the Shares, this Agreementthe Offer, the Voting Agreement Merger or the Transactionstransactions contemplated by the Offer or hereby.
Appears in 1 contract
Samples: Merger Agreement (Scor Us Corp)
Takeover Statutes. No To the Company’s Knowledge, no “fair price”, ,” “moratorium”, ,” “control share acquisition” or other similar anti-takeover statute or regulation enacted under state or federal Laws in the United States (each, a “Takeover Statute”) or any anti-takeover provision in the Company Charter or Company Bylaws is applicable to the Company, the Shares, the Merger and the other transactions contemplated by this Agreement, the Voting Agreement or the Transactions.
Appears in 1 contract
Takeover Statutes. No “"fair price”, “," "moratorium”, “," "control share acquisition” " or other similar anti-takeover statute Law, state or regulation federal (each, a “"Takeover Statute”") or any anti-takeover provision in the Company Charter or Company Bylaws is applicable to the Company, Company in connection with the Shares, this Agreement, the Voting Agreement Merger or the Transactionsother transactions contemplated hereby.
Appears in 1 contract
Samples: Merger Agreement (Us Unwired Inc)
Takeover Statutes. No “restrictive provision of any "fair price”, “," "moratorium”, “," "control share acquisition” share" or other similar anti-takeover statute or regulation regulation, (each, each a “"Takeover Statute”") or restrictive provision of any anti-applicable anti- takeover provision in the Company Charter Certificate of Incorporation or Company Bylaws is of the Company, is, or at the Effective Time will be, applicable to the Company, Parent, the Shares, the Merger or any other transaction contemplated by this Agreement, the Voting Agreement or the Transactions.
Appears in 1 contract
Takeover Statutes. No “To the knowledge of the Company, no "fair price”, “," "moratorium”, “," "control share acquisition” " or other similar anti-takeover statute or regulation (each, a “Takeover Statute”) enacted under state or any anti-takeover provision in federal law applicable to the Company Charter or Company Bylaws is applicable to the Company, the Shares, transactions contemplated by this Agreement, the Voting Agreement or the Transactions.
Appears in 1 contract
Takeover Statutes. No “fair price”, ,” “moratorium”, ,” “control share acquisition” or other similar anti-takeover statute or regulation (each, a “Takeover Statute”) or any anti-takeover provision in the Company Charter Company’s certificate of incorporation or Company Bylaws bylaws is applicable to the Company, the Shares, this Agreement, the Voting Agreement Merger or the other Transactions.
Appears in 1 contract
Samples: Merger Agreement (Conmed Corp)
Takeover Statutes. No “To the knowledge of the Company, no ----------------- "fair price”, “," "moratorium”, “," "control share acquisition” " or other similar anti-anti- takeover statute or regulation (each, a “Takeover Statute”) enacted under state or any anti-takeover provision in federal law applicable to the Company Charter or Company Bylaws is applicable to the Company, the Shares, transactions contemplated by this Agreement, the Voting Agreement or the Transactions.
Appears in 1 contract
Samples: Stock Purchase Agreement (Davel Communications Group Inc)
Takeover Statutes. No “fair price”, ,” “moratorium”, ,” “control share acquisition” or other similar anti-takeover statute or regulation (each, each a “Takeover Statute”) or any anti-takeover provision in the Company Company’s Charter or Company Bylaws is applicable to the Company, the Shares, the Merger or the other transactions contemplated by this Agreement, the Voting Agreement or the Transactions.
Appears in 1 contract
Takeover Statutes. No “fair price”, ,” “moratorium”, ,” “control share acquisition” or other similar anti-takeover statute or regulation (each, a “Takeover Statute”) or any anti-takeover provision in the Company Charter or Company Bylaws is applicable to the Company, the Company Shares, the Merger or the other transactions contemplated by this Agreement, the Voting Agreement or the Transactions.
Appears in 1 contract
Samples: Merger Agreement (AbbVie Inc.)
Takeover Statutes. No “"fair price”", “"moratorium”", “"control share acquisition” ", "interested shareholder", "business combination" or other similar anti-takeover antitakeover statute or regulation (each, each a “"Takeover Statute”") is, or any anti-takeover provision in at the Company Charter or Company Bylaws is Effective Time will be, applicable to the Company, the Shares, this Agreement, the Voting Agreement Offer or the TransactionsMerger or the transactions contemplated hereby or pursuant to the Stock Option Agreement.
Appears in 1 contract
Samples: Merger Agreement (Koninklijke Philips Electronics Nv)
Takeover Statutes. No “fair price”, ,” “moratorium”, ,” “control share acquisition” or other similar anti-takeover statute or regulation (each, a “Takeover Statute”) or any anti-takeover provision in the Company’s or any Company Charter or Company Bylaws Subsidiary’s Organizational Documents, if any, is applicable to the Company, the Shares, the grant or exercise of the Call Option or the Put Option pursuant to this Agreement, the Voting Agreement Equity Purchase or the Transactionsother transactions contemplated by this Agreement.
Appears in 1 contract
Samples: Option and Equity Purchase Agreement (Bioventus Inc.)
Takeover Statutes. No “fair price”, ,” “moratorium”, ,” “control share acquisition” or other similar anti-takeover statute or regulation (each, a “Takeover Statute”) or any anti-takeover provision in the Company Charter or Company Bylaws Company’s Organizational Documents is applicable to the Company, the Sharesshares of Company Common Stock, this Agreement, the Voting Agreement or the Transactions.
Appears in 1 contract
Takeover Statutes. No “fair price”, ,” “moratorium”, ,” “control share acquisition,” “business combination” or other similar anti-takeover statute or regulation (each, a “Takeover Statute”) or any anti-takeover provision in the Company Charter or Company Bylaws Company’s memorandum of association and bye-laws is applicable to the Company, the Shares, this Agreement, the Voting Agreement Amalgamation or the Transactionsother transactions contemplated hereby.
Appears in 1 contract
Takeover Statutes. No “business combination,” “fair price”, ,” “moratorium”, ,” “control share acquisition” or other similar anti-takeover statute or regulation enacted under state or federal Laws in the United States (each, each a “Takeover Statute”) or any anti-takeover provision in the Company Charter or Company Bylaws is applicable to the Company, the Shares, this Agreement, the Voting Agreement Company or the TransactionsMerger.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Memc Electronic Materials Inc)
Takeover Statutes. (a) No “fair price”, “moratorium”, “control share acquisition” or other similar anti-state takeover statute or similar statute or regulation (each, a “Takeover Statute”) or any charter or by-law anti-takeover provision in applies or purports to apply to the Company Charter or Company Bylaws is applicable with respect to the Company, the Shares, this Agreement, the Voting Agreement Arrangement or the Transactionsany other transaction contemplated hereby.
(b) The Company has no shareholder rights plan or other similar agreement.
Appears in 1 contract
Takeover Statutes. No “fair price”, ,” “moratorium”, ,” “control share acquisition” or other similar anti-takeover statute or regulation (each, a “Takeover Statute”) or any anti-takeover provision in Seller’s Organizational Documents (other than the Company Charter or Company Bylaws Required Shareholder Approval) is applicable to the CompanySeller, the Shares, this Agreement, the Voting Agreement Company or the Transactions.
Appears in 1 contract
Samples: Stock Purchase Agreement (Korn Ferry International)
Takeover Statutes. No “fair price”, ,” “moratorium”, ,” “interested stockholder,” “control share acquisition,” “business combination” or other similar anti-takeover statute or regulation enacted under state or federal law (each, a “Takeover Statute”) or any anti-takeover provision in the Company Charter or Company Bylaws Company’s Organizational Documents is applicable to the Company, the Shares, this AgreementCompany Capital Stock, the Voting Agreement Mergers or the other Transactions.
Appears in 1 contract
Samples: Merger Agreement (DraftKings Inc.)
Takeover Statutes. No To the knowledge of the Company, no “fair price”, ,” “moratorium”, ,” “control share acquisition” or other similar anti-takeover statute or regulation (each, a “Takeover Statute”) or any anti-takeover provision in the Company Charter or Company Bylaws is applicable to the Company, the Shares, the Merger or the other transactions contemplated by this Agreement, the Voting Agreement or the Transactions.
Appears in 1 contract
Takeover Statutes. No “fair price”, ,” “moratorium”, ,” “control share acquisition,” “takeover,” “interested shareholder,” or other similar anti-takeover statute or regulation Law (each, a “Takeover Statute”) or any anti-takeover provision in the Company Charter Certificate or Company Bylaws By-laws is applicable to the Company, the Shares, this Agreement, the Voting Agreement Company, or the Transactions.
Appears in 1 contract
Takeover Statutes. No “fair price”, “moratorium”, “control share acquisition” or other similar anti-takeover statute or regulation (each, each a “Takeover Statute”) or any anti-takeover provision in the Company Charter or Company Bylaws is applicable to the Company, the Shares, this Agreement, the Voting Agreement any other Acquired Company or the Transactionstransactions contemplated by this Agreement and the Related Documents.
Appears in 1 contract
Takeover Statutes. No “fair price”, “moratorium”, “control share acquisition” or other similar anti-takeover statute or regulation (each, a “Takeover Statute”) or any anti-takeover provision as in effect on the Company Charter or Company Bylaws date of this Agreement is applicable to the Company, the Company Shares, the Merger or the other transactions contemplated by this Agreement, the Voting Agreement or the Transactions.
Appears in 1 contract
Takeover Statutes. No “fair price”, ,” “moratorium”, ,” “control share acquisition,” “business combination” or other similar anti-takeover statute statutes or regulation (each, a “Takeover Statute”) regulations enacted under Law applies or purports to apply to this Agreement or any anti-takeover provision in the Company Charter or Company Bylaws is applicable to the Company, the Shares, this Agreement, the Voting Agreement or of the Transactions.
Appears in 1 contract
Samples: Agreement and Plan of Merger (First Majestic Silver Corp)
Takeover Statutes. No “fair price”, ,” “moratorium”, ,” “control share acquisition” or other similar anti-takeover statute or regulation (each, a “Takeover Statute”) or any anti-takeover provision in the Company Charter or Company Bylaws is applicable to the CompanyCompany Group, the SharesCompany Capital Stock, the Merger or other transactions contemplated by this Agreement, the Voting Agreement or the Transactions.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Bionano Genomics, Inc.)
Takeover Statutes. No “fair price”, ,” “moratorium”, ,” “control share acquisition” or other similar anti-takeover statute or regulation (each, a “Takeover Statute”) or any anti-takeover provision in the Company Charter or Company Bylaws is applicable to the Company, the Shares, the Merger or the other transactions contemplated by this Agreement, the Voting Agreement or the Transactions.
Appears in 1 contract
Samples: Merger Agreement (Salary. Com, Inc.)
Takeover Statutes. No “fair price”, ,” “moratorium”, ,” “control share acquisition” or other similar anti-takeover statute or regulation (each, a “Takeover Statute”) or any anti-takeover provision in the Company Charter or Company Bylaws Company’s Organizational Documents is applicable to the Company, the Shares, this Agreement, the Voting Agreement its equity interests or the Transactions.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (TrueCar, Inc.)
Takeover Statutes. No “fair price”, ,” “moratorium”, ,” “control share acquisition” or other similar anti-takeover statute or regulation (each, a “Takeover Statute”) or any anti-takeover provision in the Company Charter or Company Bylaws is applicable to the Company, any of its Subsidiaries, the Company Shares, the Company Preferred Shares, the Merger or the other transactions contemplated by this Agreement, the Voting Agreement or the Transactions.
Appears in 1 contract
Samples: Agreement and Plan of Merger (KAR Auction Services, Inc.)
Takeover Statutes. No “fair price”, ,” “moratorium”, ,” “control share acquisition” or other similar anti-takeover statute or regulation (each, a “Takeover Statute”) or any anti-takeover provision in the Company Charter Company’s certificate of formation or Company Bylaws bylaws is applicable to the Company, the Shares, the Merger or the other transactions contemplated by this Agreement, the Voting Agreement or the Transactions.
Appears in 1 contract
Samples: Merger Agreement (Txu Corp /Tx/)
Takeover Statutes. No “business combination”, “fair price”, “moratorium”, “control share acquisition” or other similar anti-takeover statute or regulation (each, a “Takeover Statute”) or any anti-takeover provision in the Company Charter or Company Bylaws is applicable to the Company, the Shares, this Agreementthe Offer, the Voting Agreement Merger or the other Transactions.
Appears in 1 contract
Takeover Statutes. No “To the best of the Company's knowledge, no "fair price”", “"moratorium”", “"control share acquisition” " or other similar anti-takeover antitakeover statute or regulation enacted under state or federal laws in the United States (each, a “Takeover Statute”") applicable to the Company or any anti-takeover provision in the Company Charter or Company Bylaws of its Subsidiaries is applicable to the Company, the Shares, this Agreement, the Voting Agreement Merger or the Transactionsother transactions contemplated herein.
Appears in 1 contract
Samples: Merger Agreement (Sonic Foundry Inc)
Takeover Statutes. No “fair price”, ,” “moratorium”, ,” “control share acquisition” or other similar anti-takeover statute or regulation (each, a “Takeover Statute”) is, or any anti-takeover provision in the Company Charter Company’s Amended and Restated Articles of Incorporation or Company Amended and Restated Bylaws is at the Merger Closing will be, applicable to the Company, shares of Company Common Stock or the Shares, transactions contemplated by this Agreement, the Voting Agreement or the Transactions.
Appears in 1 contract
Takeover Statutes. No “"fair price”", “"moratorium”", “------------------ "control share acquisition” " or other similar anti-takeover statute or regulation (each, each a “"Takeover Statute”") or any applicable anti-takeover provision in the Company Charter Company's memorandum of association and articles of association or Company Bylaws is certificate of incorporation and bylaws, as applicable, is, or at the Closing will be, applicable to the Company, the Shares, transactions contemplated in this Agreement, the Voting Agreement or the Transactions.
Appears in 1 contract
Samples: Acquisition Agreement (Vsource Inc)
Takeover Statutes. No “"fair price”, “," "moratorium”, “," "control share acquisition” " or other similar anti-takeover statute or regulation (each, each a “"Takeover Statute”") or any anti-takeover provision in the Company Charter or Company Bylaws is applicable to the Company, the Shares, the Offer, the Merger or any of the other transactions contemplated by this Agreement, the Voting Agreement or the Transactions.
Appears in 1 contract
Samples: Merger Agreement (Intel Corp)