Application of Takeover Protections. The Company and the Board of Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s certificate of incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the Purchasers’ ownership of the Securities.
Appears in 2609 contracts
Sources: Securities Purchase Agreement (Houston American Energy Corp), Securities Purchase Agreement (Clearmind Medicine Inc.), Securities Purchase Agreement (Pasithea Therapeutics Corp.)
Application of Takeover Protections. The Company and the Board of Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover anti‑takeover provision under the Company’s certificate of incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the Purchasers’ ownership of the Securities.
Appears in 259 contracts
Sources: Securities Purchase Agreement (Autonomix Medical, Inc.), Securities Purchase Agreement (Blaize Holdings, Inc.), Securities Purchase Agreement (Guided Therapeutics Inc)
Application of Takeover Protections. The Company and the Board of Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s certificate of incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities Shares and the Purchasers’ ownership of the SecuritiesShares.
Appears in 246 contracts
Sources: Securities Purchase Agreement (Navitas Semiconductor Corp), Securities Purchase Agreement (Nano Nuclear Energy Inc.), Securities Purchase Agreement (Serve Robotics Inc. /DE/)
Application of Takeover Protections. The Company and the Board of Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s certificate of incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers Purchaser as a result of the Purchasers Purchaser and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the Purchasers’ Purchaser’s ownership of the Securities.
Appears in 220 contracts
Sources: Securities Purchase Agreement (Ensysce Biosciences, Inc.), Securities Purchase Agreement (Datavault AI Inc.), Securities Purchase Agreement (Scilex Holding Co)
Application of Takeover Protections. The Company and the its Board of Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s certificate Certificate of incorporation Incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the Purchasers’ ownership of the Securities.
Appears in 204 contracts
Sources: Securities Purchase Agreement (Kitara Media Corp.), Stock Purchase Agreement (Parkervision Inc), Stock Purchase Agreement (Parkervision Inc)
Application of Takeover Protections. The Company and the Board of Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s certificate of incorporation (or similar charter documents) or the laws of its state jurisdiction of incorporation that is or could become applicable to the Purchasers as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the Purchasers’ ownership of the Securities.
Appears in 114 contracts
Sources: Securities Purchase Agreement (Senmiao Technology LTD), Securities Purchase Agreement (Nanoviricides, Inc.), Securities Purchase Agreement (PS International Group Ltd.)
Application of Takeover Protections. The Company and the Board of Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s certificate articles of incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the Purchasers’ ownership of the Securities.
Appears in 75 contracts
Sources: Securities Purchase Agreement (Soligenix, Inc.), Securities Purchase Agreement (Soligenix, Inc.), Securities Purchase Agreement (Theriva Biologics, Inc.)
Application of Takeover Protections. The Company and the Board of Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s certificate articles of incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the Purchasers’ ownership of the Securities.
Appears in 69 contracts
Sources: Securities Purchase Agreement (Beeline Holdings, Inc.), Securities Purchase Agreement (Webuy Global LTD), Securities Purchase Agreement (Webuy Global LTD)
Application of Takeover Protections. The Company and the its Board of Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s certificate Certificate of incorporation Incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the Purchasers’ ownership of the Securities.
Appears in 64 contracts
Sources: Securities Purchase Agreement (Cardima Inc), Securities Purchase Agreement (Apogee Technology Inc), Securities Purchase Agreement (Novavax Inc)
Application of Takeover Protections. The Company and the Board of Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s certificate of incorporation (or similar charter documents) or the laws of its state of incorporation that is or could would become applicable to the Purchasers as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the Purchasers’ ownership of the Securities.
Appears in 58 contracts
Sources: Securities Purchase Agreement (Citius Pharmaceuticals, Inc.), Securities Purchase Agreement (Tharimmune, Inc.), Securities Purchase Agreement (Processa Pharmaceuticals, Inc.)
Application of Takeover Protections. The Company and the Board of Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s 's certificate of incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s 's issuance of the Securities and the Purchasers’ ' ownership of the Securities.
Appears in 47 contracts
Sources: Securities Purchase Agreement (DEFSEC Technologies Inc.), Securities Purchase Agreement (Flora Growth Corp.), Securities Purchase Agreement (KWESST Micro Systems Inc.)
Application of Takeover Protections. The Company and the Board its board of Directors directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s certificate of incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the Purchasers’ ownership of the Securities.
Appears in 46 contracts
Sources: Securities Purchase Agreement (AmeriCrew Inc.), Securities Purchase Agreement (Lpath, Inc), Securities Purchase Agreement (New Energy Technologies, Inc.)
Application of Takeover Protections. The Company and the Board of Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s certificate of incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the Purchasers’ ownership of the Securities.
Appears in 38 contracts
Sources: Securities Purchase Agreement (Genprex, Inc.), Securities Purchase Agreement (Genprex, Inc.), Securities Purchase Agreement (Veea Inc.)
Application of Takeover Protections. The Company and the Board of Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s certificate of incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities ADSs and the Purchasers’ ownership of the SecuritiesADSs.
Appears in 37 contracts
Sources: Securities Purchase Agreement (Can-Fite BioPharma Ltd.), Securities Purchase Agreement (Can-Fite BioPharma Ltd.), Securities Purchase Agreement (Can-Fite BioPharma Ltd.)
Application of Takeover Protections. The Company and the Board of Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s certificate articles of incorporation (or similar charter documents) or the laws of its state jurisdiction of incorporation that is or could become applicable to the Purchasers as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the Purchasers’ ownership of the Securities.
Appears in 37 contracts
Sources: Securities Purchase Agreement (Inmune Bio, Inc.), Securities Purchase Agreement (Cibus, Inc.), Securities Purchase Agreement (Virpax Pharmaceuticals, Inc.)
Application of Takeover Protections. The Company and the its Board of Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s certificate of incorporation (or similar charter documents) Charter or the laws of its state of incorporation that is or could become applicable to the Purchasers Investor as a result of the Purchasers Investor and the Company fulfilling their respective obligations or exercising their respective rights under the Transaction DocumentsDocuments (as applicable), including including, without limitation limitation, as a result of the Company’s issuance of the Securities and the Purchasers’ Investor’s ownership of the Securities.
Appears in 35 contracts
Sources: Common Stock Purchase Agreement (Spectaire Holdings Inc.), Common Stock Purchase Agreement (Professional Diversity Network, Inc.), Common Stock Purchase Agreement (Alpha Healthcare Acquisition Corp Iii)
Application of Takeover Protections. The Company and the Board of Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover anti‑takeover provision under the Company’s certificate of incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities Shares and the Purchasers’ ownership of the SecuritiesShares.
Appears in 33 contracts
Sources: Securities Purchase Agreement (Aptevo Therapeutics Inc.), Securities Purchase Agreement (Bridgeline Digital, Inc.), Securities Purchase Agreement (Nixxy, Inc.)
Application of Takeover Protections. The Company and the Board of Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s certificate articles of incorporation association (or similar charter documents) or the laws of its state jurisdiction of incorporation that is or could become applicable to the Purchasers as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the Purchasers’ ownership of the Securities.
Appears in 29 contracts
Sources: Securities Purchase Agreement (Akari Therapeutics PLC), Securities Purchase Agreement (Kazia Therapeutics LTD), Securities Purchase Agreement (Akari Therapeutics PLC)
Application of Takeover Protections. The Company and the its Board of Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s certificate Certificate of incorporation Incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers Purchaser as a result of the Purchasers Purchaser and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the Purchasers’ Purchaser’s ownership of the Securities.
Appears in 20 contracts
Sources: Securities Purchase Agreement (Chron Organization, Inc.), Securities Purchase Agreement (Endonovo Therapeutics, Inc.), Securities Purchase Agreement (Ifan Financial, Inc.)
Application of Takeover Protections. The Company and the Board of Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s certificate articles of incorporation (or similar charter documents) or the laws of its state jurisdiction of incorporation that is or could become applicable to the Purchasers as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities Shares and the Purchasers’ ownership of the SecuritiesShares.
Appears in 20 contracts
Sources: Securities Purchase Agreement (Inuvo, Inc.), Securities Purchase Agreement (Orbital Energy Group, Inc.), Securities Purchase Agreement (Inmune Bio, Inc.)
Application of Takeover Protections. The Company and the Board of Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s certificate of incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers Purchaser as a result of the Purchasers Purchaser and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities Shares and the Purchasers’ Purchaser’s ownership of the SecuritiesShares.
Appears in 19 contracts
Sources: Securities Purchase Agreement (Atlas Lithium Corp), Securities Purchase Agreement (Atlas Lithium Corp), Securities Purchase Agreement (Gaming Technologies, Inc.)
Application of Takeover Protections. The Company and the Board its board of Directors directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s certificate of incorporation (or similar charter documents) documents or the laws of its state of incorporation that is or could reasonably be expected to become applicable to any of the Purchasers as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including including, without limitation as a result of limitation, the Company’s issuance of the Securities and the Purchasers’ ownership of the Securities.
Appears in 19 contracts
Sources: Placement Agency Agreement (Manitex International, Inc.), Note and Warrant Purchase Agreement (Vision Capital Advisors, LLC), Note and Warrant Purchase Agreement (Vision Capital Advisors, LLC)
Application of Takeover Protections. The Company and the Board of Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s certificate of incorporation (or similar charter documents) or the laws of its state of incorporation that is or could would become applicable to the Purchasers as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities Shares and the Purchasers’ ownership of the SecuritiesShares.
Appears in 18 contracts
Sources: Securities Purchase Agreement (Benitec Biopharma Inc.), Securities Purchase Agreement (Benitec Biopharma Inc.), Securities Purchase Agreement (Applied Digital Corp.)
Application of Takeover Protections. The Company and the Board of Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s certificate Certificate of incorporation Incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the Purchasers’ ownership of the Securities.
Appears in 16 contracts
Sources: Securities Purchase Agreement (Digital Ally, Inc.), Securities Purchase Contract (Nano Labs LTD), Securities Purchase Contract (Nano Labs LTD)
Application of Takeover Protections. The Company and the its Board of Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s certificate of incorporation (or similar charter documents) Charter or the laws of its state of incorporation Delaware General Corporation Law, as amended, that is or could become applicable to the Purchasers Investor as a result of the Purchasers Investor and the Company fulfilling their respective obligations or exercising their respective rights under the Transaction DocumentsDocuments (as applicable), including including, without limitation limitation, as a result of the Company’s issuance of the Securities and the Purchasers’ Investor’s ownership of the Securities.
Appears in 16 contracts
Sources: Common Stock Purchase Agreement (Stardust Power Inc.), Common Stock Purchase Agreement (GCT Semiconductor Holding, Inc.), Common Stock Purchase Agreement (MultiSensor AI Holdings, Inc.)
Application of Takeover Protections. The Company and the Board of Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s certificate Articles of incorporation Incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers Purchaser as a result of the Purchasers Purchaser and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the Purchasers’ Purchaser’s ownership of the Securities.
Appears in 16 contracts
Sources: Securities Purchase Agreement (Giga Tronics Inc), Share Exchange Agreement (Giga Tronics Inc), Share Exchange Agreement (Giga Tronics Inc)
Application of Takeover Protections. The Company and the Board of Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-anti takeover provision under the Company’s certificate of incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the Purchasers’ ownership of the Securities.
Appears in 16 contracts
Sources: Securities Purchase Agreement (Calidi Biotherapeutics, Inc.), Securities Purchase Agreement (Calidi Biotherapeutics, Inc.), Securities Purchase Agreement (Applied Dna Sciences Inc)
Application of Takeover Protections. The Company and the Board of Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s certificate articles of incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including including, without limitation limitation, as a result of the Company’s issuance of the Securities and the Purchasers’ ownership of the Securities.
Appears in 15 contracts
Sources: Unit Purchase Agreement (Guerrilla RF, Inc.), Securities Purchase Agreement (Hoth Therapeutics, Inc.), Securities Purchase Agreement (BIT Mining LTD)
Application of Takeover Protections. The Company and the Board of Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s certificate of incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers Buyer as a result of the Purchasers Buyer and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the PurchasersBuyer’ ownership of the Securities.
Appears in 15 contracts
Sources: Securities Purchase Agreement (Inergetics Inc), Securities Exchange Agreement (Box Ships Inc.), Securities Purchase Agreement (Inergetics Inc)
Application of Takeover Protections. The Company and the Board of Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s certificate of incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers Purchaser as a result of the Purchasers Purchaser and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the Purchasers’ Purchaser’s ownership of the Securities.
Appears in 15 contracts
Sources: Securities Purchase Agreement (Quantum Computing Inc.), Securities Purchase Agreement (Quantum Computing Inc.), Securities Purchase Agreement (Quantum Computing Inc.)
Application of Takeover Protections. The Company and the its Board of Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s certificate of incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the Purchasers’ ownership of the Securities.
Appears in 14 contracts
Sources: Securities Purchase Agreement (HeartBeam, Inc.), Securities Purchase Agreement (Celsion CORP), Securities Purchase Agreement (Celsion CORP)
Application of Takeover Protections. The Company and the its Board of Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s certificate Certificate of incorporation Incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers Purchaser as a result of the Purchasers Purchaser and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the Purchasers’ Purchaser’s ownership of the Securities.
Appears in 13 contracts
Sources: Restricted Stock and Warrant Purchase Agreement (Net TALK.COM, Inc.), Securities Purchase Agreement (Net TALK.COM, Inc.), Securities Purchase Agreement (OptimizeRx Corp)
Application of Takeover Protections. The Company and the Board of Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s certificate articles of incorporation association (or similar charter documents) or the laws of its state jurisdiction of incorporation that is or could would become applicable to the Purchasers as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the Purchasers’ ownership of the Securities.
Appears in 12 contracts
Sources: Securities Purchase Agreement (Iterum Therapeutics PLC), Securities Purchase Agreement (RVL Pharmaceuticals PLC), Securities Purchase Agreement (Nabriva Therapeutics PLC)
Application of Takeover Protections. The Company and the its Board of Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s certificate of incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities Shares and the Purchasers’ ownership of the SecuritiesShares.
Appears in 11 contracts
Sources: Securities Purchase Agreement (Allarity Therapeutics, Inc.), Securities Purchase Agreement (Ault Alliance, Inc.), Securities Purchase Agreement (Allarity Therapeutics, Inc.)
Application of Takeover Protections. The Company and the Board of Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover anti‑takeover provision under the Company’s certificate of incorporation (or similar charter documents) or the laws of its state of incorporation that is or could would become applicable to the Purchasers as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the Purchasers’ ownership of the Securities.
Appears in 10 contracts
Sources: Securities Purchase Agreement (Volitionrx LTD), Securities Purchase Agreement (Volitionrx LTD), Securities Purchase Agreement (Volitionrx LTD)
Application of Takeover Protections. The Company and the Board of Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover anti‑takeover provision under the Company’s certificate of incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers Purchaser as a result of the Purchasers Purchaser and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the Purchasers’ Purchaser’s ownership of the Securities.
Appears in 10 contracts
Sources: Securities Purchase Agreement (Stronghold Digital Mining, Inc.), Securities Purchase Agreement (Acelrx Pharmaceuticals Inc), Securities Purchase Agreement (RedHill Biopharma Ltd.)
Application of Takeover Protections. The Company and the Board of Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s certificate articles of incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities Shares and the Purchasers’ ownership of the SecuritiesShares.
Appears in 8 contracts
Sources: Securities Purchase Agreement (Gold Resource Corp), Securities Purchase Agreement (CYREN Ltd.), Securities Purchase Agreement (NAKED BRAND GROUP LTD)
Application of Takeover Protections. The Company and the Board of Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) ), or other similar anti-takeover provision under the Company’s certificate of incorporation (or similar charter documents) or the laws of its state jurisdiction of incorporation that is or could become applicable to the Purchasers as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the Purchasers’ ownership of the Securities.
Appears in 8 contracts
Sources: Securities Purchase Agreement (Offerpad Solutions Inc.), Securities Purchase Agreement (Genprex, Inc.), Securities Purchase Agreement (Pineapple Financial Inc.)
Application of Takeover Protections. The Company and the Board of Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s certificate of incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the Purchasers’ each Purchaser’s ownership of the Securities.
Appears in 8 contracts
Sources: Securities Purchase Agreement (Ambrx Biopharma Inc.), Convertible Note Purchase Agreement (Notis Global, Inc.), Convertible Note Purchase Agreement (Notis Global, Inc.)
Application of Takeover Protections. The Company and the its Board of Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s certificate Articles of incorporation Incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the Purchasers’ ownership of the Securities.
Appears in 8 contracts
Sources: Securities Purchase Agreement (Xenomics Inc), Securities Purchase Agreement (Spectre Gaming Inc), Securities Purchase Agreement (Shea Development Corp.)
Application of Takeover Protections. The Company and the Board of Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s certificate memorandum of incorporation (or similar charter documents) association, articles of association or the laws of its state of incorporation that is or could become applicable to the Purchasers as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the Purchasers’ ownership of the Securities.
Appears in 8 contracts
Sources: Securities Purchase Agreement (Quoin Pharmaceuticals, Ltd.), Securities Purchase Agreement (Quoin Pharmaceuticals, Ltd.), Securities Purchase Agreement (Quoin Pharmaceuticals, Ltd.)
Application of Takeover Protections. The Company and the its Board of Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-anti takeover provision under the Company’s certificate Certificate of incorporation Incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the Purchasers’ ownership of the Securities.
Appears in 7 contracts
Sources: Securities Purchase Agreement (Micro Imaging Technology, Inc.), Securities Purchase Agreement (Ipix Corp), Securities Purchase Agreement (Azco Mining Inc)
Application of Takeover Protections. The Company and the its Board of Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s certificate 's Certificate of incorporation Incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s 's issuance of the Securities and the Purchasers’ ownership of the Securities.
Appears in 7 contracts
Sources: Securities Purchase Agreement (Technoconcepts, Inc.), Securities Purchase Agreement (Technoconcepts, Inc.), Securities Purchase Agreement (Airguide, Inc.)
Application of Takeover Protections. The Company and the Board of Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s certificate articles of incorporation association (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the Purchasers’ ownership of the Securities.
Appears in 7 contracts
Sources: Securities Purchase Agreement (SharpLink Gaming Ltd.), Securities Purchase Agreement (Galmed Pharmaceuticals Ltd.), Securities Purchase Agreement (Galmed Pharmaceuticals Ltd.)
Application of Takeover Protections. The Company and the Board of Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s certificate of incorporation (or similar charter documents) or the laws Laws of its state of incorporation that is or could become applicable to the Purchasers as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the Purchasers’ ownership of the Securities.
Appears in 7 contracts
Sources: Securities Purchase Agreement (Verde Resources, Inc.), Securities Purchase Agreement (JFB Construction Holdings), Securities Purchase Agreement (Unusual Machines, Inc.)
Application of Takeover Protections. The Company and the Board of Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s certificate of incorporation formation (or similar charter documents) or the laws of its state of incorporation formation that is or could become applicable to the Purchasers as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the Purchasers’ ownership of the Securities.
Appears in 7 contracts
Sources: Securities Purchase Agreement (1847 Holdings LLC), Securities Purchase Agreement (1847 Holdings LLC), Securities Purchase Agreement (1847 Holdings LLC)
Application of Takeover Protections. The Company and the its Board of Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s certificate 's Certificate of incorporation Incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s 's issuance of the Securities and the Purchasers’ ownership of the Securities.
Appears in 7 contracts
Sources: Securities Purchase Agreement (Oxford Media, Inc.), Securities Purchase Agreement (LML Payment Systems Inc), Securities Purchase Agreement (Oxford Media, Inc.)
Application of Takeover Protections. The Company and the Board of Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s certificate Articles of incorporation Incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the Purchasers’ ownership of the Securities.
Appears in 6 contracts
Sources: Securities Purchase Agreement (Digital Ally Inc), Securities Purchase Agreement (Lilis Energy, Inc.), Securities Purchase Agreement (United States Antimony Corp)
Application of Takeover Protections. The Company and the Board of Directors Directors have taken all necessary action, if any, in order to render inapplicable any control control share acquisition, business combination, poison pill (including any distribution under under a rights agreement) or other similar anti-takeover provision under the Company’s certificate articles of incorporation (or similar charter documents) or the laws of its state jurisdiction of incorporation incorporation that is or could become applicable to the Purchasers as a result of the Purchasers Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Transaction Documents, including without limitation as a result of the Company’s issuance issuance of the Securities Shares and the Purchasers’ ownership of the Securities.Shares.
Appears in 6 contracts
Sources: Securities Purchase Agreement (Oncocyte Corp), Securities Purchase Agreement (Alpine 4 Technologies Ltd.), Securities Purchase Agreement (Super League Gaming, Inc.)
Application of Takeover Protections. The Company and the Board of Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s certificate of incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the Purchasers’ ownership of the Securities.
Appears in 6 contracts
Sources: Securities Purchase Agreement (Viveve Medical, Inc.), Securities Purchase Agreement (Viveve Medical, Inc.), Securities Purchase Agreement (Viveve Medical, Inc.)
Application of Takeover Protections. The Company and the Board of Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s certificate of incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the Purchasers’ ownership of the Securities.
Appears in 6 contracts
Sources: Securities Purchase Agreement (Mannkind Corp), Securities Purchase Agreement (Mannkind Corp), Securities Purchase Agreement (Inventergy Global, Inc.)
Application of Takeover Protections. The Company and the Board of Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s certificate of incorporation (or similar charter documents) or the laws of its state province of incorporation that is or could become applicable to the Purchasers as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the Purchasers’ ownership of the Securities.
Appears in 6 contracts
Sources: Securities Purchase Agreement (Digi Power X Inc.), Securities Purchase Agreement (Digihost Technology Inc.), Securities Purchase Agreement (Digihost Technology Inc.)
Application of Takeover Protections. The Company and the Board of Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s certificate of incorporation (or similar charter documents) or the laws of its state of incorporation that is or could would become applicable to the Purchasers any Purchaser as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the Purchasers’ ownership of the Securities.
Appears in 6 contracts
Sources: Securities Purchase Agreement (SANUWAVE Health, Inc.), Securities Purchase Agreement (SANUWAVE Health, Inc.), Securities Purchase Agreement (SANUWAVE Health, Inc.)
Application of Takeover Protections. The Company and the Board of Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s certificate articles of incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers Purchaser as a result of the Purchasers Purchaser and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the Purchasers’ Purchaser’s ownership of the Securities.
Appears in 6 contracts
Sources: Securities Purchase Agreement (Biovie Inc.), Securities Purchase Agreement (Gopher Protocol Inc.), Securities Purchase Agreement (Digital Power Corp)
Application of Takeover Protections. The Company and the Board of Directors have taken all reasonably necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s certificate of incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the Purchasers’ ownership of the Securities.
Appears in 6 contracts
Sources: Securities Purchase Agreement (Alpha Teknova, Inc.), Securities Purchase Agreement (Alpha Teknova, Inc.), Securities Purchase Agreement (Alpha Teknova, Inc.)
Application of Takeover Protections. The Company and the its Board of Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-anti takeover provision under the Company’s certificate 's Certificate of incorporation Incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s 's issuance of the Securities and the Purchasers’ ' ownership of the Securities.
Appears in 6 contracts
Sources: Securities Purchase Agreement (Britesmile Inc), Securities Purchase Agreement (Millennium Cell Inc), Securities Purchase Agreement (Visual Networks Inc)
Application of Takeover Protections. The Company and the Board of Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s certificate of incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers Purchaser as a result of the Purchasers Purchaser and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the PurchasersPurchaser’ ownership of the Securities.
Appears in 6 contracts
Sources: Securities Purchase Agreement (Eyenovia, Inc.), Securities Purchase Agreement (Eyenovia, Inc.), Securities Purchase Agreement (Eyenovia, Inc.)
Application of Takeover Protections. The Company and the Board of Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s certificate Articles of incorporation Incorporation and Bylaws (or similar charter documents) or the laws of its state of incorporation or organization that is or could become applicable to the Purchasers Buyer as a result of the Purchasers Buyer and the Company fulfilling their obligations or exercising their rights under the Transaction Documentsthis Agreement, including without limitation as a result of the Company’s issuance of the Securities Shares and the Purchasers’ Buyer’s ownership of the SecuritiesShares.
Appears in 5 contracts
Sources: Stock Purchase Agreement (Yunhong Green Cti Ltd.), Stock Purchase Agreement (Yunhong Green Cti Ltd.), Stock Purchase Agreement (Yunhong CTI Ltd.)
Application of Takeover Protections. The Company and the its Board of Directors have taken all necessary actionactions within their power, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s certificate of incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the Purchasers’ ownership of the Securities.
Appears in 5 contracts
Sources: Securities Purchase Agreement (Parkervision Inc), Securities Purchase Agreement (Parkervision Inc), Securities Purchase Agreement (Parkervision Inc)
Application of Takeover Protections. The Company and the Board of Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s certificate of incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including including, without limitation limitation, as a result of the Company’s issuance of the Securities and the Purchasers’ ownership of the Securities.
Appears in 5 contracts
Sources: Securities Purchase Agreement (Syra Health Corp), Securities Purchase Agreement (Pasithea Therapeutics Corp.), Securities Purchase Agreement (Concert Pharmaceuticals, Inc.)
Application of Takeover Protections. The Company and the Board of Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s certificate memorandum and articles of incorporation association (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the Purchasers’ ownership of the Securities.
Appears in 5 contracts
Sources: Securities Purchase Agreement (Fangdd Network Group Ltd.), Securities Purchase Agreement (Fangdd Network Group Ltd.), Securities Purchase Agreement (Fangdd Network Group Ltd.)
Application of Takeover Protections. The Company and the its Board of Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s certificate Certificate of incorporation Incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities Shares and the Purchasers’ ownership of the SecuritiesShares.
Appears in 5 contracts
Sources: Securities Purchase Agreement (Vendingdata Corp), Securities Purchase Agreement (Crdentia Corp), Securities Purchase Agreement (Innovative Card Technologies Inc)
Application of Takeover Protections. The Company and the Board of Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s certificate of incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers Investors as a result of the Purchasers Investors and the Company fulfilling their obligations or exercising their rights under this Agreement and the Transaction DocumentsSubscription Agreements, including without limitation as a result of the Company’s issuance of the Securities and the PurchasersInvestors’ ownership of the Securities.
Appears in 5 contracts
Sources: Placement Agency Agreement (Air Industries Group), Placement Agency Agreement (Air Industries Group), Placement Agency Agreement (Air Industries Group)
Application of Takeover Protections. The Company and the Board of Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s certificate of incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities Shares and the Purchasers’ ownership of the SecuritiesShares.
Appears in 5 contracts
Sources: Securities Purchase Agreement (ChromaDex Corp.), Securities Purchase Agreement (ChromaDex Corp.), Securities Purchase Agreement (ChromaDex Corp.)
Application of Takeover Protections. The Company and the its Board of Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s certificate 's Certificate of incorporation Incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers Purchaser as a result of the Purchasers Purchaser and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s 's issuance of the Securities and the Purchasers’ Purchaser's ownership of the Securities.
Appears in 5 contracts
Sources: Securities Purchase Agreement (BPK Resources Inc), Securities Purchase Agreement (AFG Enterprises USA, Inc.), Securities Purchase Agreement (Rapid Link Inc)
Application of Takeover Protections. The Company and the Board of Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover anti‑takeover provision under the Company’s 's certificate of incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s 's issuance of the Securities Shares and the Purchasers’ ' ownership of the SecuritiesShares.
Appears in 5 contracts
Sources: Securities Purchase Agreement (Top Ships Inc.), Securities Purchase Agreement (Top Ships Inc.), Securities Purchase Agreement (Top Ships Inc.)
Application of Takeover Protections. The Company and the its Board of Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-anti takeover provision under the Company’s certificate Certificate of incorporation Incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers Purchaser as a result of the Purchasers Purchaser and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the Purchasers’ Purchaser’s ownership of the Securities.
Appears in 4 contracts
Sources: Series H Preferred Stock Purchase Agreement (Entech Solar, Inc.), Series H Preferred Stock Purchase Agreement (Entech Solar, Inc.), Series H Preferred Stock Purchase Agreement (Entech Solar, Inc.)
Application of Takeover Protections. The Company and the Board of Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s certificate of incorporation (or similar charter documents) or the laws of its state of incorporation that is or could would become applicable to the Purchasers as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities Shares and the Purchasers’ ownership of the Securities.
Appears in 4 contracts
Sources: Securities Purchase Agreement (Tharimmune, Inc.), Securities Purchase Agreement (Aridis Pharmaceuticals, Inc.), Securities Purchase Agreement (Tharimmune, Inc.)
Application of Takeover Protections. The Company and the Company’s Board of Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s certificate of incorporation (or similar charter documents) Organizational Documents or the laws of its state country of incorporation that is or could become applicable to the Purchasers a Purchaser as a result of the Purchasers such Purchaser and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the Purchasers’ such Purchaser’s ownership of the Securitiesa Security.
Appears in 4 contracts
Sources: Securities Purchase Agreement (Aspire Biopharma Holdings, Inc.), Securities Purchase Agreement (Reborn Coffee, Inc.), Securities Purchase Agreement (Scienture Holdings, Inc.)
Application of Takeover Protections. The Company and the Board of Directors Directors have taken all necessary action, if any, in order to render inapplicable any control control share acquisition, business combination, poison pill (including any distribution under under a rights agreement) or other similar anti-takeover provision under the Company’s certificate certificate of incorporation (or similar charter documents) or the laws of its state of incorporation incorporation that is or could become applicable to the Purchasers as a result of the Purchasers Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Transaction Documents, including without limitation as a result of the Company’s issuance issuance of the Securities and the Purchasers’ ownership of the Securities.
Appears in 4 contracts
Sources: Securities Purchase Agreement (Adamis Pharmaceuticals Corp), Securities Purchase Agreement (Adamis Pharmaceuticals Corp), Securities Purchase Agreement (Acurx Pharmaceuticals, Inc.)
Application of Takeover Protections. The Company and the Board of Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s 's certificate of incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers Purchaser as a result of the Purchasers Purchaser and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s 's issuance of the Securities and the Purchasers’ Purchaser's ownership of the Securities.
Appears in 4 contracts
Sources: Securities Purchase Agreement (Live Current Media Inc.), Securities Purchase Agreement (Live Current Media Inc.), Securities Purchase Agreement (Leo Motors, Inc.)
Application of Takeover Protections. The Company and the Board of Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s certificate of incorporation (or similar charter documents) or the laws of its state country of incorporation that is or could become applicable to the Purchasers as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the Purchasers’ ownership of the Securities.
Appears in 4 contracts
Sources: Securities Purchase Agreement (Blue Calypso, Inc.), Securities Purchase Agreement (Intellipharmaceutics International Inc.), Securities Purchase Agreement (PLC Systems Inc)
Application of Takeover Protections. The Company and the Board of Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover anti‑takeover provision under the Company’s certificate notice of incorporation articles or articles (or similar charter documents) or the laws of its state province of incorporation that is or could become applicable to the Purchasers as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the Purchasers’ ownership of the Securities.
Appears in 4 contracts
Sources: Securities Purchase Agreement (DiaMedica Therapeutics Inc.), Securities Purchase Agreement (DiaMedica Therapeutics Inc.), Securities Purchase Agreement (DiaMedica Therapeutics Inc.)
Application of Takeover Protections. The Company and the Board of Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s certificate of incorporation (or similar charter documents) or the laws of its state of incorporation governing jurisdiction that is or could become applicable to the Purchasers as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the Purchasers’ ownership of the Securities.
Appears in 4 contracts
Sources: Securities Purchase Agreement (Inhibikase Therapeutics, Inc.), Securities Purchase Agreement (BriaCell Therapeutics Corp.), Securities Purchase Agreement (Inhibikase Therapeutics, Inc.)
Application of Takeover Protections. The Company and the Board board of Directors directors of the Company have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s certificate of incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers Purchaser as a result of the Purchasers Purchaser and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the Purchasers’ ownership of the Securities.
Appears in 4 contracts
Sources: Securities Purchase Agreement (Barfresh Food Group Inc.), Securities Purchase Agreement (Barfresh Food Group Inc.), Securities Purchase Agreement (Barfresh Food Group Inc.)
Application of Takeover Protections. The Company and the Board of Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s certificate of incorporation formation documents (or similar charter documents) or the laws Laws of its state of incorporation that is or could become applicable to the Purchasers Purchaser as a result of the Purchasers Purchaser and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the Purchasers’ Purchaser’s ownership of the Securities.
Appears in 4 contracts
Sources: Securities Purchase Agreement (Digital Brands Group, Inc.), Securities Purchase Agreement (Digital Brands Group, Inc.), Securities Purchase Agreement (Digital Brands Group, Inc.)
Application of Takeover Protections. The Company and the Board of Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s certificate Articles of incorporation Incorporation (or similar charter documents) or the laws of its state of incorporation incorporation, as well as other laws or provisions that is or could become applicable to would prevent the Purchasers as a result of the Purchasers and or the Company from fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the Purchasers’ ownership of the SecuritiesSecurities and exercise in full of the Warrants.
Appears in 4 contracts
Sources: Securities Purchase Agreement (Biotime Inc), Securities Purchase Agreement (OncoCyte Corp), Securities Purchase Agreement (OncoCyte Corp)
Application of Takeover Protections. The Company and the Board of Directors have taken all necessary reasonable action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s certificate of incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the Purchasers’ ownership of the Securities.
Appears in 4 contracts
Sources: Securities Purchase Agreement (Palisade Bio, Inc.), Securities Purchase Agreement (Palisade Bio, Inc.), Securities Purchase Agreement (Palisade Bio, Inc.)
Application of Takeover Protections. The Company and the Board of Directors Directors have taken all necessary action, if any, in order to render inapplicable any control control share acquisition, business combination, poison pill (including any distribution under under a rights agreement) or other similar anti-takeover provision under the Company’s certificate articles of incorporation (or similar charter documents) or the laws of its state jurisdiction of incorporation incorporation that is or could become applicable to the Purchasers as a result of the Purchasers Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Transaction Documents, including without limitation as a result of the Company’s issuance issuance of the Securities and the Purchasers’ ownership of the Securities.Securities.
Appears in 4 contracts
Sources: Securities Purchase Agreement (U.S. Gold Corp.), Securities Purchase Agreement (Verb Technology Company, Inc.), Securities Purchase Agreement (Verb Technology Company, Inc.)
Application of Takeover Protections. The Company and the Board of Directors will have taken as of the Closing Date all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s certificate of incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the Purchasers’ ownership of the Securities.
Appears in 4 contracts
Sources: Securities Purchase Agreement (Petroteq Energy Inc.), Securities Purchase Agreement (Petroteq Energy Inc.), Securities Purchase Agreement (Petroteq Energy Inc.)
Application of Takeover Protections. The Company and the Board of Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s certificate of incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers Purchaser as a result of the Purchasers Purchaser and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including including, without limitation limitation, as a result of the Company’s issuance of the Securities and the Purchasers’ Purchaser’s ownership of the Securities.
Appears in 4 contracts
Sources: Securities Purchase Agreement (SANUWAVE Health, Inc.), Securities Purchase Agreement (SANUWAVE Health, Inc.), Securities Purchase Agreement (Intercloud Systems, Inc.)
Application of Takeover Protections. The Company and the Board of Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s certificate of incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documentsthis Agreement, including without limitation as a result of the Company’s issuance of the Securities and the Purchasers’ ownership of the Securities.
Appears in 4 contracts
Sources: Subscription Agreement (NTN Buzztime Inc), Subscription Agreement (NTN Buzztime Inc), Subscription Agreement (NTN Buzztime Inc)
Application of Takeover Protections. The Company and the Board of Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s certificate of incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers Purchaser as a result of the Purchasers Purchaser and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the Purchasers’ Purchaser’s ownership of the Securities.. 12 Securities Purchase Agrement
Appears in 4 contracts
Sources: Securities Purchase Agreement (Kindly MD, Inc.), Securities Purchase Agreement (Kindly MD, Inc.), Securities Purchase Agreement (Kindly MD, Inc.)
Application of Takeover Protections. The Company and the Board of Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover anti‑takeover provision under the Company’s 's certificate of incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s 's issuance of the Securities and the Purchasers’ ' ownership of the Securities.
Appears in 4 contracts
Sources: Securities Purchase Agreement (Better Choice Co Inc.), Securities Purchase Agreement (Top Ships Inc.), Securities Purchase Agreement (Top Ships Inc.)
Application of Takeover Protections. The Company and the Board of Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s certificate of incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers Holder as a result of the Purchasers Holder and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the Purchasers’ Holder’s ownership of the Securities.
Appears in 4 contracts
Sources: Exchange Agreement (AMEDICA Corp), Exchange Agreement (AMEDICA Corp), Exchange Agreement (Immune Pharmaceuticals Inc)
Application of Takeover Protections. The Company and the Board of Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s certificate of incorporation (or similar charter documents) or the laws of its state of incorporation that is or could would become applicable to the Purchasers as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including including, without limitation limitation, as a result of the Company’s issuance of the Securities and the Purchasers’ ownership of the Securities.
Appears in 4 contracts
Sources: Securities Purchase Agreement (Aspira Women's Health Inc.), Securities Purchase Agreement (Schuler Jack W), Securities Purchase Agreement (SenesTech, Inc.)
Application of Takeover Protections. The Company and the Board of Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s certificate of incorporation (or similar charter documents) or the laws of its state of incorporation that is or could would become applicable to the Purchasers Purchaser as a result of the Purchasers Purchaser and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the Purchasers’ Purchaser’s ownership of the Securities.
Appears in 4 contracts
Sources: Securities Purchase Agreement (Cytrx Corp), Securities Purchase Agreement (AzurRx BioPharma, Inc.), Securities Purchase Agreement (AzurRx BioPharma, Inc.)
Application of Takeover Protections. The Company and the Board of Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s certificate articles of incorporation (or similar charter documents) association or the laws of its state of incorporation that is or could become applicable to the Purchasers as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the Purchasers’ ownership of the Securities.
Appears in 4 contracts
Sources: Securities Purchase Agreement (Prestige Wealth Inc.), Securities Purchase Agreement (Prestige Wealth Inc.), Securities Purchase Agreement (Hongli Group Inc.)
Application of Takeover Protections. The Company and the Board of Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s certificate of incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers Purchaser as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the Purchasers’ Purchaser’s ownership of the Securities.
Appears in 3 contracts
Sources: Securities Purchase Agreement (FibroBiologics, Inc.), Securities Purchase Agreement (Petroterra Corp.), Securities Purchase Agreement (Guided Therapeutics Inc)
Application of Takeover Protections. The Company and the Board of Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s certificate articles of incorporation association (or similar charter documents) or the laws of its state country of incorporation that is or could become applicable to the Purchasers as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the Purchasers’ ownership of the Securities.
Appears in 3 contracts
Sources: Securities Purchase Agreement (NuCana PLC), Securities Purchase Agreement (NuCana PLC), Securities Purchase Agreement (NuCana PLC)
Application of Takeover Protections. The Company and the its Board of Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s certificate Certificate of incorporation Incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documentsthis Agreement, including without limitation as a result of the Company’s issuance of the Securities Shares and the Purchasers’ ownership of the SecuritiesShares.
Appears in 3 contracts
Sources: Securities Purchase Agreement (Medefile International, Inc.), Securities Purchase Agreement (Medefile International, Inc.), Securities Purchase Agreement (Cell Therapeutics Inc)
Application of Takeover Protections. The Company and the Board of Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s certificate of incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to would prevent the Purchasers as a result of the Purchasers and or the Company from fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the Purchasers’ ownership of the SecuritiesSecurities and exercise in full of the Warrants.
Appears in 3 contracts
Sources: Securities Purchase Agreement (GTX Inc /De/), Securities Purchase Agreement (GTX Inc /De/), Securities Purchase Agreement (Hansen Medical Inc)
Application of Takeover Protections. The Company and the Board of Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s certificate of incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers Purchaser as a result of the Purchasers Purchaser and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the Purchasers’ Purchaser’s ownership of the Securities.
Appears in 3 contracts
Sources: Securities Purchase Agreement (Outlook Therapeutics, Inc.), Securities Purchase Agreement (Outlook Therapeutics, Inc.), Securities Purchase Agreement (Outlook Therapeutics, Inc.)
Application of Takeover Protections. The Company and the its Board of Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s certificate 's Certificate of incorporation Incorporation (or similar charter documents) or the laws of its state jurisdiction of incorporation that is or could become applicable to the Purchasers Purchaser as a result of the Purchasers Purchaser and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s 's issuance of the Securities and the Purchasers’ Purchaser's ownership of the Securities.
Appears in 3 contracts
Sources: Common Stock Purchase Agreement (Smartire Systems Inc), Common Stock Purchase Agreement (Smartire Systems Inc), Common Stock Purchase Agreement (Smartire Systems Inc)
Application of Takeover Protections. The Company and the Board of Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-anti- takeover provision under the Company’s certificate of incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the Purchasers’ ownership of the Securities.
Appears in 3 contracts
Sources: Subscription Agreement (Spectral AI, Inc.), Securities Purchase Agreement (Vinco Ventures, Inc.), Securities Purchase Agreement (PLC Systems Inc)
Application of Takeover Protections. The Company and the Board of Directors have taken all necessary action, if any, in order to render inapplicable any control share stock acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover anti‑takeover provision under the Company’s certificate of incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the Purchasers’ ownership of the Securities.
Appears in 3 contracts
Sources: Securities Purchase Agreement (Opgen Inc), Securities Purchase Agreement (Opgen Inc), Securities Purchase Agreement (Opgen Inc)
Application of Takeover Protections. The Company and the Board of Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s certificate of incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers Purchaser as a result of the Purchasers Purchaser and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities Shares and the PurchasersPurchaser’ ownership of the SecuritiesShares.
Appears in 3 contracts
Sources: Subscription Agreement (Inventergy Global, Inc.), Subscription Agreement (Sito Mobile, Ltd.), Securities Purchase Agreement (Northwest Biotherapeutics Inc)
Application of Takeover Protections. The Company and the Board of Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s certificate 's articles of incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s 's issuance of the Securities and the Purchasers’ ' ownership of the Securities.
Appears in 3 contracts
Sources: Securities Purchase Agreement (Seelos Therapeutics, Inc.), Securities Purchase Agreement (Seelos Therapeutics, Inc.), Securities Exchange Agreement (Msgi Security Solutions, Inc)
Application of Takeover Protections. The Company and the its Board of Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s certificate Certificate of incorporation Incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documentsthis Agreement, including without limitation as a result of the Company’s issuance of the Securities and the Purchasers’ ownership of the Securities.
Appears in 3 contracts
Sources: Securities Purchase Agreement (Medefile International, Inc.), Securities Purchase Agreement (Medefile International, Inc.), Securities Purchase Agreement (Medefile International, Inc.)
Application of Takeover Protections. The Company and the its Board of Directors have not taken all necessary any affirmative measures or action, if any, in order to render inapplicable institute any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s certificate Certificate of incorporation Incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the Purchasers’ ownership of the Securities, other than those provisions of Delaware law generally applicable to corporations organized under the laws of that State.
Appears in 3 contracts
Sources: Securities Purchase Agreement (Advanced Cell Technology, Inc.), Securities Purchase Agreement (Advanced Cell Technology, Inc.), Securities Purchase Agreement (Advanced Cell Technology, Inc.)