Anti-Takeover Provisions definition

Anti-Takeover Provisions has the meaning set forth in Section 2.2(h)(i).
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Anti-Takeover Provisions means the provisions of any potentially applicable anti-takeover, control share, fair price, moratorium, interested shareholder, or similar Applicable Law and any potentially applicable provision of the Company’s certificate of incorporation or bylaws.
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Anti-Takeover Provisions. Following the Distribution Date, each Right initially would give holders (other than the Acquiring Person, its affiliates and transferees) the right to purchase, for the Purchase Price, one one-hundredth (1/100th) of a share of Preferred Stock. On a Stock Acquisition Date which follows the commencement of a tender offer or an exchange offer, or on the Distribution Date with respect to any other Stock Acquisition Date, the Rights would give holders (other than the Acquiring Person, its affiliates and transferees) the right to purchase from the Company, for the Purchase Price, that number of one one-hundredths (1/100ths) of a share of Preferred Stock having a market value of twice the Purchase Price. Alternatively, before an Acquiring Person acquires 50% of the outstanding Common Stock, the Board of Directors may exchange each Right, except for the Rights held by the Acquiring Person, in whole or in part, for half of the number of one one-hundredths of a share of the Preferred Stock or shares of the Common Stock which the holders could otherwise purchase by exercising the Rights. Further, in a merger, consolidation or sale or transfer of 50% or more of the consolidated assets or earning power of the Company occurring after the Rights become exercisable, each Right will be converted into the right to purchase, for the Purchase Price, that number of shares of common stock of the surviving entity or (in certain circumstances) its parent corporation, which at the time of such transaction will have a market value of two times the Purchase Price of the Right. Following the Distribution Date, exercisable Rights may be exercised, at the option of the holder thereof, without the payment of the Purchase Price in cash. In any such case, the holder would receive a number of one one-hundredths (1/100ths) of a share of Preferred Stock having a value equal to the difference between the value of the Preferred Stock that would have been issuable upon payment of the Purchase Price and the Purchase Price.
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Examples of Anti-Takeover Provisions in a sentence

  • The Company has not taken and will not take, directly or indirectly, any action designed to or that might reasonably be expected to cause or result in stabilization or manipulation of the price of the Common Stock of the Company to facilitate the sale or resale of the Securities.(z) Application of Anti-Takeover Provisions.

  • They show that the problem is NP- hard and provide a (1 + ε)-approximation algorithm with a running time near-linear in 1179000 1177000 y 1175000 1173000 4932000 Figure 1 (3, 15)-center clustering of pigeon flight based on the algorithm in this paper.

  • See also, “Certain Anti-Takeover Provisions of our Certificate of Incorporation and By-Laws.”Our board of directors will make any determination to issue such shares based on its judgment as to the Company’s best interests and the best interests of our stockholders.

  • The Company will take such affirmative steps as may be required to render inapplicable to the Purchasers all Anti-Takeover Provisions that may otherwise apply to the Purchasers as a result of their acquisition of Securities hereunder.

  • There is no control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s Articles of Incorporation or Bylaws (other than the Bylaw Anti-Takeover Provisions) that is or could become applicable to Red Mountain as a result of the Company and Red Mountain fulfilling their obligations or exercising their rights under this Agreement.

  • Hip disease in the young, active patient: evaluation and nonarthroplasty surgical options.

  • Anti-Takeover Provisions Some provisions of Delaware law could make the following transactions more difficult: an acquisition of us by means of a tender offer; an acquisition of us by means of a proxy contest or otherwise; or the removal of our incumbent officers and directors.

  • Our Stock Structure and Certain Anti-Takeover Provisions May Effect the Price of Our Common Stock.

  • Therefore, the board‟s inability to block Liberty Media‟s so-called “creeping takeover” was merely the manifestation of the bargain struck between Sirius and Liberty Media in 2009.32 If the plaintiffs ever had a meritorious claim that the Anti-Takeover Provisions in the Investment Agreement were unenforceable, an issue that the court does not reach, then they had it in 2009.This case is similar to the circumstances in Hokanson v.

  • Anti-Takeover Provisions of Eastman Company's Certificate of Incorporation and Bylaws and Delaware Law...........


More Definitions of Anti-Takeover Provisions

Anti-Takeover Provisions means the provisions of any potentially applicable anti-takeover, control share, fair price, moratorium, interested shareholder, or similar Applicable Law (including, for the avoidance of doubt, Section 203 of the Delaware General Corporation Law) and any potentially applicable provision of the Company’s certificate of incorporation or bylaws.
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Anti-Takeover Provisions has the meaning set forth in Section 4.3.
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Anti-Takeover Provisions means the provisions of any potentially applicable anti-takeover, control share, fair price, moratorium, interested shareholder, or similar Applicable Law (other than Section 203 of the General Corporation Law of the State of Delaware, which the Company represents it has elected out of coverage under) and any potentially applicable provision of the Company’s certificate of incorporation or bylaws.
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Anti-Takeover Provisions. Shares Eligible for Future Sale" insofar as such statements constitute a summary of documents referred to therein or matters of law, are fair summaries of the material provisions thereof and accurately present in all material respects the information called for with respect to such documents and matters. All contracts and other documents required to be filed as exhibits to, or described in, the Registration Statement of which such counsel has knowledge have been so filed with the Commission or are fairly described in the Registration Statement, as the case may be.
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Anti-Takeover Provisions. No "Business Combination," "Moratorium," "Control Share" or other state anti-takeover statute or regulation, (i) applies to the Merger or the Agreement, (ii) prohibits or restricts the ability of SHB or Sleepy Hollow Bank to perform their respective obligations under this Agreement, or their respective ability to consummate the transactions contemplated hereby, (iii) would have the effect of invalidating or voiding this Agreement or the Merger, hereof or thereof, or (iv) would subject TFC or any TFC Subsidiary to any material impediment or condition in connection with the exercise of any of its rights under this Agreement or the Merger.
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Related to Anti-Takeover Provisions

  • Takeover Statutes mean any “business combination,” “control share acquisition,” “fair price,” “moratorium” or other takeover or anti-takeover statute or similar Law.

  • Takeover Rules means the Takeover Panel Act 1997 Takeover Rules 2013; and

  • Takeover Statute means any “fair price,” “moratorium,” “control share acquisition” or other similar anti-takeover Law.

  • Takeover Laws means any “moratorium,” “control share acquisition,” “fair price,” “supermajority,” “affiliate transactions,” or “business combination statute or regulation” or other similar state anti-takeover laws and regulations.

  • Business Combination Agreement shall have the meaning given in the Recitals hereto.

  • former provisions means the provisions of the Petroleum Act 1936 which, by force of section 134 of the Petroleum Act are deemed to subsist and enure in their application to or in relation to the Xxxxxx Island Lease;

  • Permitted Transactions has the meaning set forth in Section 13(B).

  • Other Provisions As specified in the Preliminary Prospectus Supplement dated September 13, 2023 relating to the Securities. Securities Exchange: The Series MM Notes will not be listed on any exchange. Ratings: Baa2 by Xxxxx’x Investors Service, Inc. BBB by S&P Global Ratings Closing Date and Delivery Date: September 15, 2023 Closing Location: Xxxxxxx Xxxxxxx & Xxxxxxxx LLP 000 Xxxxxxxxx Xxx. New York, New York 10017 Address for Notices to Underwriters: BofA Securities, Inc. 000 X. 00xx Xxxxxx, XX0-000-00-00 Xxx Xxxx, Xxx Xxxx 00000 Facsimile: (000) 000-0000 Email: xx.xx_xx_xxxxxxx@xxxx.xxx Attention: High Grade Transaction Management/Legal Xxxxxxx Xxxxx & Co. LLC 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Facsimile: (000) 000-0000 Attention: Registration Department PNC Capital Markets LLC 000 Xxxxx Xxx, 00xx Xxxxx Xxxxxxxxxx, XX 00000 Facsimile: (000) 000-0000 Attention: Debt Capital Markets, Fixed Income Transaction Execution U.S. Bancorp Investments, Inc. 000 X. Xxxxx Street, 26th Floor Charlotte, North Carolina 28202 Facsimile: (000) 000-0000 Attention: Debt Capital Markets Final Term Sheet dated September 13, 2023 Issuer: Marriott International, Inc. (the “Company”) Anticipated Ratings (Moody’s / S&P)*: Baa2 / BBB Security: 5.450% Series LL Notes due 2026 (the “Series LL Notes”) Aggregate Principal Amount: $450,000,000 Maturity Date: September 15, 2026 Coupon: 5.450% Interest Payment Dates: March 15 and September 15, commencing on March 15, 2024 Day Count Convention: 360-day year consisting of twelve 30-day months Price to Public: 99.349% of the principal amount Benchmark Treasury: 4.375% due August 15, 2026 Benchmark Treasury Price / Yield: 99-04 3⁄4 / 4.689% Spread to Benchmark Treasury: +100 basis points Yield to Maturity: 5.689%

  • Takeover Law means any “fair price,” “moratorium,” “control share acquisition,” “business combination” or any other anti-takeover statute or similar statute enacted under applicable Law, including Section 203 of the DGCL.

  • Business Combination Proposal has the meaning set forth in Section 5.8.

  • Business Combination Transaction means:

  • unanimous shareholder agreement means either: (i) a lawful written agreement among all the shareholders of the Corporation, or among all the shareholders and one or more persons who are not shareholders; or (ii) a written declaration of the registered owner of all of the issued shares of the Corporation; in each case, that restricts, in whole or in part, the powers of the directors to manage, or supervise the management of the business and affairs of the Corporation, as from time to time amended.

  • Takeover regulations means the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 and any amendments thereto;

  • Business Combination Date means the date upon which a Business Combination is consummated.

  • Mentor-Protégé Agreement means an agreement between a prime and MBE or WBE subcontractor pursuant to MCC 2-92-535, that is approved by the City of Chicago and complies with all requirements of MCC 2-92-535 and any rules and regulations promulgated by the Chief Procurement Officer.

  • Surviving Provisions has the meaning specified in Section 10.02.

  • Permitted Transaction means any transaction involving (i) a Swap that is not a Required Transaction or (ii) a Required Transaction that is a component of a Covered Package Transaction.

  • Restrictive Covenant Agreements has the meaning set forth in the Recitals.

  • Takeover Code means the City Code on Takeovers and Mergers.

  • provisions means "provisions, terms, agreements, covenants and/or conditions"; (iii) "lien" shall mean "lien, charge, encumbrance, title retention agreement, pledge, security interest, mortgage and/or deed of trust"; (iv) "obligation" shall mean "obligation, duty, agreement, liability, covenant and/or condition"; (v) "any of the Leased Premises" shall mean "the Leased Premises or any part thereof or interest therein"; (vi) "any of the Land" shall mean "the Land or any part thereof or interest therein"; (vii) "any of the Improvements" shall mean "the Improvements or any part thereof or interest therein"; (viii) "any of the Equipment" shall mean "the Equipment or any part thereof or interest therein"; and (ix) "any of the Adjoining Property" shall mean "the Adjoining Property or any part thereof or interest therein".

  • Restrictive Covenant Agreement means any agreement, and any attachments or schedules thereto, entered into by and between the Participant and the Partnership or its Affiliates, pursuant to which the Participant has agreed, among other things, to certain restrictions relating to non-competition (if applicable), non-solicitation and/or confidentiality, in order to protect the business of the Partnership and its Affiliates.

  • Disinterested Shareholder Approval means approval by a majority of the votes cast by all the Company’s shareholders at a duly constituted shareholders’ meeting, excluding votes attached to Common Shares beneficially owned by Insiders who are Service Providers or their Associates;

  • Confidentiality Agreement has the meaning set forth in Section 6.3.

  • Company Takeover Proposal means (i) any proposal or offer for a merger, consolidation, dissolution, recapitalization or other business combination involving the Company, (ii) any proposal for the issuance by the Company of over 30% of its equity securities as consideration for the assets or securities of another person or (iii) any proposal or offer to acquire in any manner, directly or indirectly, over 30% of the equity securities or consolidated total assets of the Company, in each case other than the Merger.

  • Takeover means if any person (or a group of persons acting in concert) (the “Acquiring Person”):

  • Applicable effluent standards and limitations means all State and Federal effluent standards and limitations to which a discharge is subject under the Act, including, but not limited to, effluent limitations, standards of performance, toxic effluent standards and prohibitions, and pretreatment standards.