Antitakeover Laws Clause Samples

Antitakeover Laws. To the Knowledge of the Company, no “fair price,” “control share acquisition,” “moratorium” or other antitakeover laws, other than those with which this Agreement complies, apply or purport to apply to this Agreement, the Voting Agreements or any of the transactions contemplated hereby or thereby. The Company does not have a shareholder rights plan or “poison pill.”

Antitakeover Laws. As of the date of this Agreement, each of the Company and the Company Board of Directors has taken all action required to be taken by it to exempt this Agreement and the Stockholders Agreements and the transactions contemplated hereby and thereby from, and this Agreement and the Stockholders Agreements, and the transactions contemplated hereby and thereby are exempt from the requirements of, any Antitakeover Laws.

Antitakeover Laws. The Company Board has duly taken all actions so that no “fair price,” “control share acquisition,” “business combination” or other similar anti-takeover statute or regulation enacted under state or federal Laws in the United States (including under the DGCL) or the United Kingdom (collectively, “Takeover Laws”) shall prohibit the execution, delivery or performance of or compliance with this Agreement, the Merger or the other transactions contemplated hereby. The Company has no “rights plan”, “rights agreement” or “poison pill” in effect.

Antitakeover Laws. No facet of the consummation of the transactions contemplated by the Transaction Documents shall have been found to: (i) be prohibited by any provision of the PBCL, including the Antitakeover Laws; (ii) cause the rights of CytRx to vote the shares of Vaxcel Common Stock issued pursuant to this Agreement or to exercise its rights as a shareholder of Vaxcel with respect to such shares to be impaired by action of any provision of the Antitakeover Laws or otherwise; (iii) cause CytRx to be subject to any Liability, including any obligation or potential obligation to pay money or disgorge profits (other than an obligation to make payments pursuant to Subchapter E of the Antitakeover Laws), under the provisions of the Antitakeover Laws; (iv) cause the termination, impairment, modification or extension of any Contract to which Zynaxis is a party by action of the provisions of the Antitakeover Laws; or (v) except as set forth in Section 8.9 of the Zynaxis Disclosure Memorandum, result in the grant of any rights to any Person under the Articles of Incorporation, Bylaws, or other governing instruments of any Zynaxis Company.

Antitakeover Laws. The Parent Board has duly taken all actions so that no Takeover Laws shall prohibit the execution, delivery or performance of or compliance with this Agreement, the Merger or the other transactions contemplated hereby. Parent has no “rights plan”, “rights agreement” or “poison pill” in effect.

Antitakeover Laws. No "fair price," "business combination," "moratorium," "control share acquisition" or other form of antitakeover statute or regulation (a "Takeover Statute"), including Chapter 110C of the General Laws of the Commonwealth of Massachusetts, is or will be applicable (as to the Company) to the execution, delivery or performance of this Agreement or the consummation of the Merger or the other transactions contemplated by this Agreement.

Antitakeover Laws. The Board has approved the Documents and the transactions contemplated thereby, and such approval constitutes approval of the Investor's acquisition of the Shares and the Warrant and the other transactions contemplated hereby by the Board under the provisions of Section 1090.3 of the Oklahoma General Corporation Act (the

Antitakeover Laws. The board of directors of the Company shall take all actions necessary to ensure that the Control Share Acquisition Provisions are not applicable to the Company and that no Antitakeover Law shall become applicable to any of the Investors or Offering Holders as a result of the Investors, the Offering Holders and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including, without limitation, the Company’s issuance of the Shares, the ownership or conversion of the Shares, any New Preferred Stock Units or Alternate Preferred Stock and the Investors’ or the Offering Holders’ ownership of the shares of Common Stock or New Preferred Stock Units issuable upon conversion of the Shares, the New Preferred Stock Units or Alternate Preferred Stock and that each of the Investors shall be approved as an interested shareholder by the board of directors of the Company such that the prohibitions, restrictions, limitations and conditions of Sections 78.438 to 78.442 of the NRS do not apply to any Investor. At the request of any Investor or the Offering Holder, the board of directors of the Company shall approve any proposed transferee of an Investor or Offering Holder as an interested shareholder in respect of any proposed sale or transfer of Shares, the New Preferred Stock Units or Alternate Preferred Stock or Offering Shares such that the prohibitions, restrictions, limitations and conditions of Sections 78.438 to 78.442 of the NRS do not apply to such transferee of any Shares, any New Preferred Stock Units or Alternate Preferred Stock. Until the Registration Termination Date, the Company shall not adopt a right plan or “poison pill” without the approval of holders of a majority of the outstanding Shares or shares of Alternate Preferred Stock, as applicable.

Antitakeover Laws. Neither the Company, Parent nor Merger Sub shall take any action that would cause the Merger or the other transactions contemplated by this Agreement to be subject to the requirements of the antitakeover Laws of any state. If the antitakeover Laws of any state shall become applicable to the Merger or the other transactions contemplated by this Agreement, each of the Company, Parent and Merger Sub and their respective Boards of Directors shall grant such approvals and take such actions as are necessary so that the Merger and the other transactions contemplated by this Agreement 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 antitakeover Laws on the Merger and the other transactions contemplated by this Agreement.