Application of Takeover Protections. The Company has 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 Investors as a result of the Investors and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation the Company's issuance of the Securities and the Investors' ownership of the Securities.
Appears in 20 contracts
Sources: Securities Purchase Agreement (Terax Energy, Inc.), Securities Purchase Agreement (Dor Biopharma Inc), Securities Purchase Agreement (Dor Biopharma Inc)
Application of Takeover Protections. The Company has and 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 ’s Certificate of Incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Investors Investor as a result of the Investors Investor and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation the Company's ’s issuance of the Securities and the Investors' Investor’s ownership of the Securities.
Appears in 20 contracts
Sources: Convertible Preferred Stock Purchase Agreement (POSITIVEID Corp), Securities Purchase Agreement (Advanced Cell Technology, Inc.), Preferred Stock Purchase Agreement (Revonergy Inc)
Application of Takeover Protections. The Company has and 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 ’s charter documents) documents or the laws of its state of incorporation that is or could become applicable to any of the Investors as a result of the Investors 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 ’s issuance of the Securities and the Investors' ’ ownership of the Securities.
Appears in 18 contracts
Sources: Securities Purchase Agreement (Zosano Pharma Corp), Securities Purchase Agreement (Zosano Pharma Corp), Securities Purchase Agreement (Alimera Sciences Inc)
Application of Takeover Protections. The Company has and 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) ’s Charter or the laws of its state the State of incorporation Delaware that is or could become applicable to the Investors Investor as a result of the Investors 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 ’s issuance of the Securities and the Investors' Investor’s ownership of the Securities.
Appears in 14 contracts
Sources: Common Stock Purchase Agreement (Windtree Therapeutics Inc /De/), Common Stock Purchase Agreement (Cero Therapeutics Holdings, Inc.), Common Stock Purchase Agreement (Onconetix, Inc.)
Application of Takeover Protections. The Company has and 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 ’s Certificate of Incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Investors Purchaser as a result of the Investors Purchaser and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation the Company's ’s issuance of the Securities Shares and the Investors' Purchaser’s ownership of the SecuritiesShares.
Appears in 10 contracts
Sources: Stock Purchase Agreement (POSITIVEID Corp), Stock Purchase Agreement (VelaTel Global Communications, Inc.), Securities Purchase Agreement (Digital Development Group Corp)
Application of Takeover Protections. The Company has and 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 and the laws of its state of incorporation that is or could become applicable to the Investors Seaside as a result of the Investors Seaside and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation the Company's ’s issuance of the Securities Shares and the Investors' Seaside’s ownership of the SecuritiesShares.
Appears in 10 contracts
Sources: Common Stock Purchase Agreement (Cytori Therapeutics, Inc.), Common Stock Purchase Agreement (Adeona Pharmaceuticals, Inc.), Common Stock Purchase Agreement (Stemcells Inc)
Application of Takeover Protections. The Company has 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) combination or other similar anti-takeover 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 Investors each Purchaser as a result of the Investors each 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 Investors' Purchaser’s ownership of the Securities.
Appears in 10 contracts
Sources: Securities Purchase Agreement (Momentus Inc.), Securities Purchase Agreement (Momentus Inc.), Securities Purchase Agreement (Momentus Inc.)
Application of Takeover Protections. The Company has 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 Investors Buyers solely as a result of the Investors Buyers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation the Company's ’s issuance of the Securities and the Investors' Buyers’ ownership of the Securities.
Appears in 8 contracts
Sources: Securities Purchase Agreement (Lj International Inc), Securities Purchase Agreement (Qiao Xing Universal Telephone Inc), Securities Purchase Agreement (Qiao Xing Mobile Communication Co., Ltd.)
Application of Takeover Protections. The Company has and 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) ’s Charter or the laws of its state of incorporation that is or could become applicable to the Investors Investor as a result of the Investors 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 ’s issuance of the Securities Shares and the Investors' Investor’s ownership of the SecuritiesShares.
Appears in 8 contracts
Sources: Common Stock Purchase Agreement (Embark Technology, Inc.), Common Stock Purchase Agreement (Lionheart Acquisition Corp. II), Common Stock Purchase Agreement (Greenidge Generation Holdings Inc.)
Application of Takeover Protections. The Company has 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 incorporation (or similar charter documents) or the laws of its state of incorporation that is would prevent the Purchasers or could become applicable to the Investors as a result of the Investors and the Company from 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 Investors' Purchasers’ ownership of the Securities.
Appears in 7 contracts
Sources: Securities Purchase Agreement (Second Sight Medical Products Inc), Securities Purchase Agreement (Second Sight Medical Products Inc), Securities Purchase Agreement (Second Sight Medical Products Inc)
Application of Takeover Protections. The Company has 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 certificate of Incorporation incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Investors Investor as a result of the Investors Investor 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 Investors' Investor’s ownership of the Securities.
Appears in 6 contracts
Sources: Securities Purchase Agreement (Caravelle International Group), Securities Purchase Agreement (Caravelle International Group), Securities Purchase Agreement (SinglePoint Inc.)
Application of Takeover Protections. The Company has and 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 ’s Certificate of Incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Investors Investor as a result of the Investors Investor and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation the Company's ’s issuance of the Securities and the Investors' Investor’s ownership of the Securities.
Appears in 5 contracts
Sources: Securities Purchase Agreement (Bionovo Inc), Securities Purchase Agreement (Marina Biotech, Inc.), Securities Purchase Agreement (Daystar Technologies Inc)
Application of Takeover Protections. The Company has 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 Investors as a result of the Investors Underwriters and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including including, without limitation limitation, the Company's issuance of the Securities and the InvestorsUnderwriters' ownership of the Securities.
Appears in 5 contracts
Sources: Underwriting Agreement (Cel Sci Corp), Underwriting Agreement (First Choice Healthcare Solutions, Inc.), Underwriting Agreement (Cel Sci Corp)
Application of Takeover Protections. The Company has and 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 Documents or the laws of its state of incorporation that is or could become applicable to the Investors an Investor as a result of the Investors an Investor and the Company fulfilling their obligations or exercising their rights under the Transaction Documentsthis Agreement, including including, without limitation limitation, the Company's ’s issuance of the Securities and the Investors' any Investor’s ownership of the Securities.
Appears in 5 contracts
Sources: Securities Purchase Agreement (Sun BioPharma, Inc.), Securities Purchase Agreement (Sun BioPharma, Inc.), Securities Purchase Agreement (Sun BioPharma, Inc.)
Application of Takeover Protections. The Company has and 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 ’s Certificate of Incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Investors Investor as a result of the Investors Investor and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation the Company's ’s issuance of the Securities and the Investors' Investor’s ownership of the Securities.
Appears in 5 contracts
Sources: Securities Purchase Agreement (Catasys, Inc.), Securities Purchase Agreement (Catasys, Inc.), Securities Purchase Agreement (Catasys, Inc.)
Application of Takeover Protections. The Company has and 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 Articles of Incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Investors Investor as a result of the Investors Investor and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation the Company's ’s issuance of the Securities and the Investors' Investor’s ownership of the Securities.
Appears in 5 contracts
Sources: Preferred Stock Purchase Agreement (Provision Holding, Inc.), Preferred Stock Purchase Agreement (Urban Barns Foods Inc.), Preferred Stock Purchase Agreement (Cord Blood America, Inc.)
Application of Takeover Protections. The Company has and 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) combination or other similar anti-takeover provision under the Company's Certificate of Incorporation (or similar charter documents) or the laws of its the state of its incorporation that which is or could become applicable to the Investors as a result of the Investors and the Company fulfilling their obligations or exercising their rights under the Transaction Documentstransactions contemplated by this Agreement, including including, without limitation limitation, the Company's issuance of the Securities and the Investors' ownership of the Securities.
Appears in 4 contracts
Sources: Securities Purchase Agreement (Delphax Technologies Inc), Securities Purchase Agreement (Pharmafrontiers Corp), Securities Purchase Agreement (Pharmafrontiers Corp)
Application of Takeover Protections. The Company has and 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 ’s Certificate of Incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Investors Investor as a result of the Investors Investor and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation the Company's ’s issuance of the Securities Conversion Shares and the Investors' Investor’s ownership of the SecuritiesConversion Shares.
Appears in 4 contracts
Sources: Securities Purchase Agreement (Lucas Energy, Inc.), Stock Purchase Agreement (Lucas Energy, Inc.), Stock Purchase Agreement (Lucas Energy, Inc.)
Application of Takeover Protections. The Company has and 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 Articles of Incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Investors Investor as a result of the Investors Investor and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation the Company's ’s issuance of the Securities and the Investors' Investor’s ownership of the Securities.
Appears in 4 contracts
Sources: Securities Purchase Agreement (NYXIO TECHNOLOGIES Corp), Securities Purchase Agreement (Oilsands Quest Inc), Securities Purchase Agreement (ZBB Energy Corp)
Application of Takeover Protections. The Company has 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 Investors as a result of the Investors and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation the Company's issuance of the Securities and the Investors' ownership of the Securities.
Appears in 4 contracts
Sources: Securities Purchase Agreement (Wwa Group Inc), Securities Purchase Agreement (Wwa Group Inc), Securities Purchase Agreement (China Pharma Holdings, Inc.)
Application of Takeover Protections. The Company has and 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) ’s Charter or the laws of its state the State of incorporation Nevada that is or could become applicable to the Investors Investor as a result of the Investors 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 ’s issuance of the Securities and the Investors' Investor’s ownership of the Securities.
Appears in 4 contracts
Sources: Common Stock Purchase Agreement (Eastside Distilling, Inc.), Common Stock Purchase Agreement (Eastside Distilling, Inc.), Common Stock Purchase Agreement (Nevada Canyon Gold Corp.)
Application of Takeover Protections. The Company has 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 Investors as a result of the Investors and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation the Company's ’s issuance of the Securities and the Investors' ’ ownership of the Securities.
Appears in 4 contracts
Sources: Securities Purchase Agreement (Ugods, Inc.), Securities Purchase Agreement (Progressive Gaming International Corp), Selling Stockholder and Securities Purchase Agreement (Xenonics Holdings, Inc.)
Application of Takeover Protections. The Company has and 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) ’s Charter or the laws of its state of incorporation that is or could become applicable to the Investors Investor as a result of the Investors 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 ’s issuance of the Securities and the Investors' Investor’s ownership of the Securities.
Appears in 4 contracts
Sources: Common Stock Purchase Agreement (Capstone Holding Corp.), Common Stock Purchase Agreement (Capstone Holding Corp.), Common Stock Purchase Agreement (Interactive Strength, Inc.)
Application of Takeover Protections. The Company has and 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 ’s charter documents) or the laws of its state of incorporation that is or could become applicable to the Investors as a result of the Investors 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 ’s issuance of the Securities and the Investors' ’ ownership of the Securities.
Appears in 3 contracts
Sources: Purchase Agreement (Adamis Pharmaceuticals Corp), Purchase Agreement (Adamis Pharmaceuticals Corp), Purchase Agreement (Adamis Pharmaceuticals Corp)
Application of Takeover Protections. The Company has 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 Investors as a result of the Investors and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including including, without limitation limitation, the Company's issuance of the Securities and the Investors' ownership of the Securities.
Appears in 3 contracts
Sources: Securities Purchase Agreement (Roomlinx Inc), Securities Purchase Agreement (Electronic Control Security Inc), Securities Purchase Agreement (TNX Television Holdings Inc)
Application of Takeover Protections. The Company has and the Board of Directors have taken all necessary action, if any, action 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) incorporation or the laws of its state of incorporation that is or could become applicable to the Investors as a result of the Investors 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 Investors' ownership of the SecuritiesShares.
Appears in 3 contracts
Sources: Securities Purchase Agreement (CBAK Energy Technology, Inc.), Securities Purchase Agreement (China Bak Battery Inc), Securities Purchase Agreement (Sutor Technology Group LTD)
Application of Takeover Protections. The Company has and 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) combination or other similar anti-takeover provision under the Company's Certificate of Incorporation (or similar charter documents) or the laws of its the state of its incorporation that which is or could become applicable to the Investors as a result of the Investors and the Company fulfilling their obligations or exercising their rights under the Transaction Documentstransactions contemplated by this Agreement, including including, without limitation limitation, the Company's issuance of the Securities and the Investors' Investor's ownership of the Securitiesthereof.
Appears in 3 contracts
Sources: Note Purchase Agreement (Datatec Systems Inc), Subordinated Secured Convertible Debentures and Warrants Purchase Agreement (Datatec Systems Inc), Note Purchase Agreement (Datatec Systems Inc)
Application of Takeover Protections. The Company has and the Board of Directors have taken all necessary action, if any, in order to render inapplicable exempt the Company’s issuance of the Securities and Investors’ ownership of the Securities from the provisions of 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 Investors as a result of the Investors and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation the Company's issuance of the Securities this Agreement and the Investors' ownership of transactions contemplated pursuant to the SecuritiesRegistration Statement.
Appears in 3 contracts
Sources: Placement Agency Agreement (Oxygen Biotherapeutics, Inc.), Placement Agency Agreement (Oxygen Biotherapeutics, Inc.), Placement Agency Agreement (Oxygen Biotherapeutics, Inc.)
Application of Takeover Protections. The Company has 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 would become applicable to the Investors as a result of the Investors and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation the Company's ’s issuance of the Securities and the Investors' ’ ownership of the Securities.
Appears in 3 contracts
Sources: Securities Purchase Agreement (Real Goods Solar, Inc.), Securities Purchase Agreement (Real Goods Solar, Inc.), Securities Purchase Agreement (Real Goods Solar, Inc.)
Application of Takeover Protections. The Company has and its Board 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 Investors Purchasers as a result of the Investors Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation the Company's ’s issuance of the Securities and the Investors' Purchasers’ ownership of the Securities.
Appears in 3 contracts
Sources: Securities Purchase Agreement (It&e International Group), Securities Purchase Agreement (It&e International Group), Securities Purchase Agreement (It&e International Group)
Application of Takeover Protections. The Company has 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 Investors as a result of the Investors and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including including, without limitation limitation, the Company's ’s issuance of the Securities and the Investors' ’ ownership of the Securities.
Appears in 3 contracts
Sources: Securities Purchase Agreement (Roomlinx Inc), Securities Purchase Agreement (Roomlinx Inc), Securities Purchase Agreement (Microfield Group Inc)
Application of Takeover Protections. The Company has and 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 (’s Charter or similar charter documents) or the laws of its state the Republic of incorporation the ▇▇▇▇▇▇▇▇ Islands, that is or could become applicable to the Investors Investor as a result of the Investors 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 ’s issuance of the Securities and the Investors' Investor’s ownership of the Securities.
Appears in 3 contracts
Sources: Common Share Purchase Agreement (Heidmar Maritime Holdings Corp.), Common Share Purchase Agreement (Heidmar Maritime Holdings Corp.), Common Share Purchase Agreement (Heidmar Maritime Holdings Corp.)
Application of Takeover Protections. The Company has 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 certificate of Incorporation incorporation (or similar charter documents) or the laws Laws of its state of incorporation that is or could become applicable to the Investors Investor as a result of the Investors Investor 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 Investors' Investor’s ownership of the Securities.
Appears in 3 contracts
Sources: Securities Purchase Agreement (3 E Network Technology Group LTD), Securities Purchase Agreement (Zhibao Technology Inc.), Securities Purchase Agreement (Healthcare Triangle, Inc.)
Application of Takeover Protections. The Company has and 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 Investors as a result of the Investors and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation the Company's ’s issuance of the Securities and the Investors' ’ ownership of the Securities.
Appears in 3 contracts
Sources: Securities Purchase Agreement (New Paradigm Productions Inc), Securities Purchase Agreement (Millennium Quest Inc), Securities Purchase Agreement (New Paradigm Productions Inc)
Application of Takeover Protections. The Company has 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) combination 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 Investors each Purchaser as a result of the Investors each 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 Investors' Purchaser’s ownership of the Securities.
Appears in 3 contracts
Sources: Securities Purchase Agreement (AMERICAN BATTERY TECHNOLOGY Co), Securities Purchase Agreement (AMERICAN BATTERY TECHNOLOGY Co), Securities Purchase Agreement (Momentus Inc.)
Application of Takeover Protections. The Company has and 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 ’s Certificate of Incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Investors Lender as a result of the Investors Lender and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation the Company's ’s issuance of the Securities Shares and the Investors' Lender’s ownership of the SecuritiesShares.
Appears in 3 contracts
Sources: Loan Agreement (Camber Energy, Inc.), Securities Purchase Agreement (Beyond Commerce, Inc.), Securities Purchase Agreement (Beyond Commerce, Inc.)
Application of Takeover Protections. The Company has and 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 of Incorporation (or similar charter documents) or the laws of its the state of its incorporation that which is or could become applicable to the Investors Purchaser as a result of the Investors and transactions contemplated by the Company fulfilling their obligations or exercising their rights under the Transaction DocumentsInvestment Agreements, including including, without limitation limitation, the Company's issuance of the Securities and the Investors' Purchaser's ownership of the Securities.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Voxware Inc), Securities Purchase Agreement (Voxware Inc)
Application of Takeover Protections. The Company has 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 certificate of Incorporation incorporation (or similar charter documents) or the laws of its state of incorporation that is would prevent the Purchasers or could become applicable to the Investors as a result of the Investors and the Company from 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 Investors' Purchasers’ ownership of the Securities.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Enphase Energy, Inc.), Securities Purchase Agreement (Enphase Energy, Inc.)
Application of Takeover Protections. The Company has and 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 the state of its incorporation that which is or could become applicable to the Investors any Buyer as a result of the Investors and the Company fulfilling their obligations or exercising their rights under the Transaction Documentstransactions contemplated by this Agreement, including including, without limitation limitation, the Company's ’s issuance of the Securities and the Investors' any Buyer’s ownership of the Securities.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Ediets Com Inc), Securities Purchase Agreement (Tejon Ranch Co)
Application of Takeover Protections. The Company has and its Board of Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, interested stockholder, business combination, poison pill (including any distribution under a pill, stockholder rights agreement) plan or other similar anti-takeover provision under the Company's Certificate of Incorporation (Incorporation, Bylaws or similar charter documents) other organizational documents or the laws of the jurisdiction of its state of incorporation that which is or could become applicable to the Investors any Buyer as a result of the Investors and the Company fulfilling their obligations or exercising their rights under the Transaction Documentstransactions contemplated by this Agreement, including including, without limitation limitation, the Company's ’s issuance of the Securities and the Investors' any Buyer’s ownership of the Securities.
Appears in 2 contracts
Sources: Omnibus Amendment (PARETEUM Corp), Securities Purchase Agreement (PARETEUM Corp)
Application of Takeover Protections. The Company has and 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 of Incorporation (or similar charter documents) or the laws of its the state of its incorporation that which is or could become applicable to the Investors as a result of the Investors and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including including, without limitation limitation, the Company's issuance of the Securities Common Shares and the Investors' ownership of the SecuritiesCommon Shares.
Appears in 2 contracts
Sources: Redemption and Exchange Agreement (8x8 Inc /De/), Redemption and Exchange Agreement (8x8 Inc /De/)
Application of Takeover Protections. The Company has and 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) combination or other similar anti-takeover provision under the Company's Certificate of Incorporation (or similar charter documents) or the laws of its the state of its incorporation that which is or could become applicable to the Investors as a result of the Investors and the Company fulfilling their obligations or exercising their rights under the Transaction Documentstransactions contemplated by this Agreement, including including, without limitation limitation, the Company's ’s issuance of the Securities and the Investors' ’ ownership of the Securities.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Perficient Inc), Securities Purchase Agreement (China Housing & Land Development, Inc.)
Application of Takeover Protections. The Company has and 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) ’s Charter Documents or the laws of its state of incorporation that is or could become applicable to the Investors as a result of the Investors 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 ’s issuance of the Securities and the Investors' ’ ownership of the Securities.
Appears in 2 contracts
Sources: Securities Exchange Agreement (RCS Capital Corp), Securities Purchase Agreement (RCS Capital Corp)
Application of Takeover Protections. The Company has and 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 of Incorporation (or similar charter documents) or the laws of its the state of its incorporation that which is or could become applicable to the Investors as a result of the Investors and the Company fulfilling their obligations or exercising their rights under the Transaction Documentstransactions contemplated by this Agreement, including including, without limitation limitation, the Company's issuance of the Securities and the Investors' ownership of the Securities.
Appears in 2 contracts
Sources: Exchange, Redemption and Conversion Agreement (Netplex Group Inc), Redemption and Exchange Agreement (Microstrategy Inc)
Application of Takeover Protections. The Company has and 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 ’s charter documents) documents or the laws of its state of incorporation that is or could become applicable to the Investors Investor as a result of the Investors Investor and the Company fulfilling their respective obligations or exercising their rights under the Transaction Documents, including including, without limitation limitation, as a result of the Company's ’s issuance of the Securities and the Investors' Investor’s ownership of the Securities.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Kinderhook Partners, Lp), Securities Purchase Agreement (Liberator Medical Holdings, Inc.)
Application of Takeover Protections. The Company has 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 would prevent the Purchaser or could become applicable to the Investors as a result of the Investors and the Company from 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 Investors' Purchaser’s ownership of the Securities.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Pulse Biosciences, Inc.), Securities Purchase Agreement (Pulse Biosciences, Inc.)
Application of Takeover Protections. The Company has and its board of directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, interested stockholder, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company's Certificate of Incorporation (Incorporation, Bylaws or similar charter documents) other organizational documents or the laws of the jurisdiction of its state of incorporation that formation which is or could become applicable to the Investors any Purchaser as a result of the Investors and the Company fulfilling their obligations or exercising their rights under the Transaction Documentstransactions contemplated by this Agreement, including including, without limitation limitation, the Company's ’s issuance of the Securities and the Investors' any Purchaser’s ownership of the Securities.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Sorrento Therapeutics, Inc.), Securities Purchase Agreement (Sorrento Therapeutics, Inc.)
Application of Takeover Protections. The Company has and the Board 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 the State of incorporation Nevada that is are or could become applicable to the Investors as a result of the Investors 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 Investors' ownership of the SecuritiesShares.
Appears in 2 contracts
Sources: Common Stock Purchase Agreement (Intraop Medical Corp), Common Stock Purchase Agreement (Intraop Medical Corp)
Application of Takeover Protections. The Company has 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 Investors as a result of the Investors and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation the Company's ’s issuance of the Securities Shares and the Investors' ’ ownership of the Securities.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Cfo Consultants, Inc.), Securities Purchase Agreement (Concept Ventures Corp)
Application of Takeover Protections. The Company has 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 ’s formation documents (or similar charter documents) or the laws Laws of its state of incorporation that is or could become applicable to the Investors Investor as a result of the Investors Investor 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 Investors' Investor’s ownership of the Securities.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Mobiquity Technologies, Inc.), Securities Purchase Agreement (Digital Brands Group, Inc.)
Application of Takeover Protections. The Company has and 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) Incorporation, the laws of the state of its incorporation or the laws of its any other state of incorporation that which is or could become applicable to the Investors Buyers as a result of the Investors and the Company fulfilling their obligations or exercising their rights under the Transaction Documentstransactions contemplated by this Agreement, including including, without limitation limitation, the Company's issuance of the Securities and the InvestorsBuyers' ownership of the Securities.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Electroglas Inc), Securities Purchase Agreement (Electroglas Inc)
Application of Takeover Protections. The Company has and 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 its constating documents, the Company's Certificate laws of Incorporation (or similar charter documents) the jurisdiction of its incorporation or the laws of its state of incorporation that any other jurisdiction which is or could become applicable to the Investors Purchasers as a result of the Investors and the Company fulfilling their obligations or exercising their rights under the Transaction Documentstransactions contemplated by this Agreement, including including, without limitation limitation, the Company's ’s issuance of the Securities and the Investors' Purchasers’ ownership of the Securities.
Appears in 2 contracts
Sources: Series a Preferred Share Purchase Agreement, Series a Preferred Share Purchase Agreement (Bakbone Software Inc)
Application of Takeover Protections. The Company has and 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) Incorporation, the laws of the state of its incorporation or the laws of its any other state of incorporation that which is or could become applicable to the Investors Buyers as a result of the Investors and the Company fulfilling their obligations or exercising their rights under the Transaction Documentstransactions contemplated by this Agreement, including including, without limitation limitation, the Company's ’s issuance of the Securities and the Investors' ownership Buyers’ ownership, voting or disposition of the Securities.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Quixote Corp), Securities Purchase Agreement (Richardson Electronics LTD/De)
Application of Takeover Protections. The Company has and 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 Articles of Incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Investors Purchasers solely as a result of the Investors and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation the Company's ’s issuance of the Securities and the Investors' Purchasers’ ownership of the Securities.
Appears in 2 contracts
Sources: Placement Agent Agreement (Park National Corp /Oh/), Placement Agent Agreement (Park National Corp /Oh/)
Application of Takeover Protections. The Company has and 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 (or similar charter documents) Incorporation, the laws of the state of its incorporation or the laws of its any other state of incorporation that which is or could become applicable to the Investors Buyers as a result of the Investors and the Company fulfilling their obligations or exercising their rights under the Transaction Documentstransactions contemplated by this Agreement, including including, without limitation limitation, the Company's ’s issuance of the Securities and the Investors' Buyers’ ownership of the Securities.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Manufacturers Services LTD), Securities Purchase Agreement (Manufacturers Services LTD)
Application of Takeover Protections. The Company has and 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 of Incorporation (or similar charter documents) or the laws of its the state of its incorporation that which is or could become applicable to the Investors Investor as a result of the Investors and the Company fulfilling their obligations or exercising their rights under the Transaction Documentstransactions contemplated by this Agreement, including including, without limitation limitation, the Company's issuance of the Securities and the Investors' Investor's ownership of the Securities.
Appears in 2 contracts
Sources: Redemption and Exchange Agreement (Microstrategy Inc), Redemption and Exchange Agreement (Microstrategy Inc)
Application of Takeover Protections. The Company has and 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 of Incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Investors Purchaser as a result of the Investors Purchaser and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation the Company's issuance of the Securities and the Investors' Purchaser's ownership of the Securities.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Ascent Solar Technologies, Inc.), Securities Purchase Agreement (Ascent Solar Technologies, Inc.)
Application of Takeover Protections. The Company has and 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 ’s Certificate of Incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Investors Purchaser as a result of the Investors Purchaser and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation the Company's ’s issuance of the Securities and the Investors' Purchaser’s ownership of the Securities.
Appears in 2 contracts
Sources: Stock Purchase Agreement (POSITIVEID Corp), Securities Purchase Agreement (POSITIVEID Corp)
Application of Takeover Protections. The Company has and 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 ’s charter documents) documents or the laws of its state of incorporation that is or could become applicable to the Investors Investor as a result of the Investors Investor and the Company fulfilling their obligations or exercising their rights under the Transaction Documentsthis Agreement, including including, without limitation limitation, as a result of the Company's ’s issuance of the Securities and the Investors' Investor’s ownership of the Securities.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Alseres Pharmaceuticals Inc /De), Securities Purchase Agreement (Alseres Pharmaceuticals Inc /De)
Application of Takeover Protections. The Company has 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 Investors as a result of the Investors and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation the Company's ’s issuance of the Securities and the Investors' ’ ownership of the Securities.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Spatialight Inc), Securities Purchase Agreement (Spatialight Inc)
Application of Takeover Protections. The Company has and 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 (or similar charter documents) incorporation or the laws of its state of incorporation that is or could become applicable to the Investors Purchasers as a result of the Investors Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation the Company's issuance of the Securities and the InvestorsPurchasers' ownership of the Securities.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Aspen Technology Inc /De/), Securities Purchase Agreement (Aspen Technology Inc /De/)
Application of Takeover Protections. The Company has and 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 contained in the Company's Certificate of Incorporation (or similar charter documents) By-Laws or the laws of its state of incorporation that Florida law which is or could become applicable to the Investors as a result of the Investors and the Company fulfilling their obligations or exercising their rights under transactions contemplated by the Transaction Documents, including including, without limitation limitation, the Company's issuance of the Securities Common Stock and the Investors' ownership of the SecuritiesCommon Stock.
Appears in 2 contracts
Sources: Common Stock Investment Agreement (Constellation 3d Inc), Common Stock Investment Agreement (Constellation 3d Inc)
Application of Takeover Protections. The Company has and 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 (or similar charter documents) Incorporation, the laws of the state of its incorporation or the laws of its any other state of incorporation that which is or could become applicable to the Investors Buyers as a result of the Investors and the Company fulfilling their obligations or exercising their rights under the Transaction Documentstransactions contemplated by this Agreement, including including, without limitation limitation, the Company's ’s issuance of the Securities and the Investors' ownership Buyers’ ownership, voting (to the extent applicable) or disposition of the Securities.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Jameson Inns Inc), Securities Purchase Agreement (Viropharma Inc)
Application of Takeover Protections. The Company has 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 certificate of Incorporation incorporation (or similar charter documents) or the laws of its state of incorporation that is or could would become applicable to the Investors Purchasers as a result of the Investors 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 Investors' Purchasers’ ownership of the Securities.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Applied Digital Corp.), Securities Purchase Agreement (Context Therapeutics Inc.)
Application of Takeover Protections. The Company has and 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) ’s Charter or the laws of its state of incorporation Ireland that is or could become applicable to the Investors Investor as a result of the Investors 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 ’s issuance of the Securities and the Investors' Investor’s ownership of the Securities.
Appears in 2 contracts
Sources: Ordinary Shares Purchase Agreement (Fusion Fuel Green PLC), Ordinary Shares Purchase Agreement (Fusion Fuel Green PLC)
Application of Takeover Protections. The Company has 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 certificate of Incorporation incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Investors as a result of the Investors and the Company fulfilling their its obligations or exercising their its rights under this Agreement and the Transaction DocumentsOffering, including without limitation as a result of the Company's ’s issuance of the Securities and the Investors' ’ ownership of the Securities.
Appears in 2 contracts
Sources: Selling Agency Agreement (Imperial Garden & Resort, Inc.), Selling Agency Agreement (Imperial Garden & Resort, Inc.)
Application of Takeover Protections. The Company has 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 would become applicable to the Investors as a result of the Investors and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation the Company's ’s issuance of the Securities and the Investors' ’ ownership of the Securities.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Data443 Risk Mitigation, Inc.), Securities Purchase Agreement (Crown Electrokinetics Corp.)
Application of Takeover Protections. The Company has and 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 ’s charter documents) documents or the laws of its state of incorporation that is or could become applicable to any of the Investors as a result of the Investors and the Company fulfilling their obligations or exercising their rights under the Transaction Documentshereunder, including including, without limitation limitation, as a result of the Company's issuance of the Securities ’s issuance, and the Investors' ownership ’ ownership, of the Securities.
Appears in 2 contracts
Sources: Purchase Agreement (Cyclacel Pharmaceuticals, Inc.), Purchase Agreement (Cyclacel Pharmaceuticals, Inc.)
Application of Takeover Protections. The Company has and 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 ’s Certificate of Incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Investors Vicis as a result of the Investors Vicis and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation the Company's ’s issuance of the Securities and the Investors' Vicis’s ownership of the Securities.
Appears in 2 contracts
Sources: Securities Purchase and Loan Conversion Agreement (Brookside Technology Holdings, Corp.), Securities Purchase and Loan Conversion Agreement (Brookside Technology Holdings, Corp.)
Application of Takeover Protections. The Company has and 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 Investors Purchasers as a result of the Investors 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 Investors' Purchasers’ ownership of the Securities.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Solomon Technologies Inc), Securities Purchase Agreement (Solomon Technologies Inc)
Application of Takeover Protections. The Company has and the Board 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 Investors ▇▇▇▇▇ as a result of the Investors ▇▇▇▇▇ 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 Investors' Isaac’s ownership of the Securities.
Appears in 1 contract
Application of Takeover Protections. The Company has and 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 of Incorporation (or similar charter documents) or the laws of its the state of its incorporation that which is or could become applicable to the Investors Buyers as a result of the Investors Buyers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including including, without limitation limitation, the Company's issuance of the Securities and the InvestorsBuyers' ownership of the Securities.
Appears in 1 contract
Application of Takeover Protections. The Company has and 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 the state of incorporation that its incorporation, other than Section 203 of the Delaware General Corporation Law, which is or could become applicable to the Investors Buyer as a result of the Investors and the Company fulfilling their obligations or exercising their rights under the Transaction Documentstransactions contemplated by this Agreement, including including, without limitation limitation, the Company's ’s issuance of the Securities and the Investors' Buyer’s ownership of the Securities.
Appears in 1 contract
Sources: Common Stock Purchase Agreement (Ritter Pharmaceuticals Inc)
Application of Takeover Protections. The Company has and 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 the state of its incorporation that which is or could become applicable to the Investors any Buyer as a result of the Investors and the Company fulfilling their obligations or exercising their rights under the Transaction Documentstransactions contemplated by this Agreement, including including, without limitation limitation, the Company's issuance of the Securities and the Investors' any Buyer's ownership of the Securities.
Appears in 1 contract
Sources: Securities Purchase Agreement (Dusa Pharmaceuticals Inc)
Application of Takeover Protections. The Company has and 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 (or similar charter documents) Incorporation, the laws of the state of its incorporation or the laws of its any other state of incorporation that which is or could become applicable to the Investors Buyers as a result of the Investors and the Company fulfilling their obligations or exercising their rights under the Transaction Documentstransactions contemplated by this Agreement, including including, without limitation limitation, the Company's issuance of the Securities and the InvestorsBuyers' ownership of the Securities.
Appears in 1 contract
Sources: Securities Purchase Agreement (Manufacturers Services LTD)
Application of Takeover Protections. The Company has and 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) Incorporation, the laws of the state of its incorporation or the laws of its any other state of incorporation that which is or could become applicable to the Investors Buyers as a result of the Investors and the Company fulfilling their obligations or exercising their rights under the Transaction Documentstransactions contemplated by this Agreement, including including, without limitation limitation, the Company's ’s issuance of the Securities and the Investors' ownership Buyers’ ownership, voting or disposition of the Securities.
Appears in 1 contract
Application of Takeover Protections. The Company has and 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 of Incorporation (or similar charter documents) or the laws of its the state of its incorporation that which is or could become applicable to the Investors as a result of the Investors and the Company fulfilling their obligations or exercising their rights under the Transaction Documentstransactions contemplated by this Agreement, including including, without limitation limitation, the Company's issuance of the Securities and the Investors' ownership of the Securities.
Appears in 1 contract
Sources: Redemption and Exchange Agreement (Microstrategy Inc)
Application of Takeover Protections. The Company has 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 memorandum of Incorporation association (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Investors Investor as a result of the Investors Investor 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 Investors' Investor’s ownership of the Securities.
Appears in 1 contract
Sources: Ordinary Share Purchase Agreement (DDC Enterprise LTD)
Application of Takeover Protections. The Company has and 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 the state of its incorporation that which is or could become applicable to the Investors Investor as a result of the Investors and the Company fulfilling their obligations or exercising their rights under the Transaction Documentstransactions contemplated by this Agreement, including including, without limitation limitation, the Company's issuance of the Securities and the Investors' Investor's ownership of the Securities.
Appears in 1 contract
Sources: Redemption and Exchange Agreement (Microstrategy Inc)
Application of Takeover Protections. The Company has 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 certificate of Incorporation incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Investors as a result of the Investors and the Company fulfilling their obligations or exercising their rights under this Agreement and the Transaction Documentstransactions contemplated hereby, including without limitation as a result of the Company's ’s issuance of the Securities and the Investors' ’ ownership of the Securities.
Appears in 1 contract
Application of Takeover Protections. The Company has 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 certificate of Incorporation incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Investors each Investor as a result of the Investors either Investor 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 Investors' ’ ownership of the Securities.
Appears in 1 contract
Sources: Securities Purchase Agreement (Trio Petroleum Corp.)
Application of Takeover Protections. The Company has and 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 Articles of Incorporation (or similar charter documents) or the laws of its state of incorporation or otherwise that is or could become applicable to the Investors Investor as a result of the Investors Investor and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation the Company's ’s issuance of the Securities and the Investors' Investor’s ownership of the Securities.
Appears in 1 contract
Application of Takeover Protections. The Company has and 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) ’s Charter or the laws of its state of incorporation that is or could become applicable to the Investors Investor as a result of the Investors 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 ’s issuance of the Securities and the Investors' Investor’s ownership of the Securities. 7 To be inserted by amendment to this Agreement signed at Closing.
Appears in 1 contract
Sources: Common Stock Purchase Agreement (LMF Acquisition Opportunities Inc)
Application of Takeover Protections. The Company has 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 Investors as a result of actions by the Investors and the Company fulfilling to fulfill their obligations or exercising exercise their rights under the Transaction Documents, including without limitation the Company's issuance of the Securities and the Investors' ownership of the Securities.
Appears in 1 contract
Application of Takeover Protections. The Company has and its board of directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, interested stockholder, business combination, poison pill (including including, without limitation, any distribution under a rights agreement) or other similar anti-takeover provision under the Company's Certificate of Incorporation (or similar charter documents) ’s Organizational Documents or the laws of the jurisdiction of its state of incorporation that or otherwise which is or could become applicable to the Investors any Buyer as a result of the Investors and the Company fulfilling their obligations or exercising their rights under the Transaction Documentstransactions contemplated by this Agreement, including including, without limitation limitation, the Company's ’s issuance of the Securities and the Investors' any Buyer’s ownership of the Securities.
Appears in 1 contract
Application of Takeover Protections. The Company has and 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) combination or other similar anti-takeover provision under the Company's Certificate of Incorporation (or similar charter documents) or the laws of its the state of its incorporation that is or could become applicable to the Investors Investor as a result of the Investors and the Company fulfilling their obligations or exercising their rights under the Transaction Documentstransactions contemplated by this Agreement, including including, without limitation limitation, the Company's issuance of the Securities and the Investors' Investor's ownership of the Securities.
Appears in 1 contract
Application of Takeover Protections. The Company has and 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 ’s charter documents) documents or the laws of its state of incorporation that is or could become applicable to any of the Investors as a result of the Investors 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 ’s issuance of the Securities and the Investors' ’ ownership of the Securities.
Appears in 1 contract
Sources: Securities Purchase Agreement (SGX Pharmaceuticals, Inc.)
Application of Takeover Protections. The Company has and 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) ’s Charter or the laws of its state of incorporation that is or could become applicable to the Investors Investor as a result of the Investors Investor and the Company fulfilling their respective obligations or exercising their respective rights under the Transaction Documentsthis Agreement, including including, without limitation limitation, as a result of the Company's ’s issuance of the Securities Shares and the Investors' Investor’s ownership of the SecuritiesShares.
Appears in 1 contract
Application of Takeover Protections. The Company has and 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 the state of its incorporation that which is or could become applicable to the Investors as a result of the Investors and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including including, without limitation limitation, the Company's issuance of the Securities Common Shares and the Investors' ownership of the Securities.Common Shares. n.
Appears in 1 contract
Sources: Exchange and Amendment Agreement (Lifestream Technologies Inc)
Application of Takeover Protections. The Company has and 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 of Incorporation (or similar charter documents) or the laws of its the state of its incorporation that which is or could become applicable to the Investors Buyers as a result of the Investors and the Company fulfilling their obligations or exercising their rights under the Transaction Documentstransactions contemplated by this Agreement, including including, without limitation limitation, the Company's issuance of the Securities and the InvestorsBuyers' ownership of the Securities.
Appears in 1 contract
Application of Takeover Protections. The Company has and 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 the state of its incorporation that which is or could become applicable to the Investors Investor as a result of the Investors and the Company fulfilling their obligations or exercising their rights under the Transaction Documentstransactions contemplated by this Agreement, including including, without limitation limitation, the Company's issuance of the Securities and the Investors' Investor's ownership of the Securities.
Appears in 1 contract
Sources: Redemption and Exchange Agreement (Microstrategy Inc)
Application of Takeover Protections. The Company has and 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 the state of its incorporation that which is or could become applicable to the Investors as a result of the Investors and the Company fulfilling their obligations or exercising their rights under the Transaction Documentstransactions contemplated by this Agreement, including including, without limitation limitation, the Company's issuance of the Securities and the Investors' Investor's ownership of the Securities.
Appears in 1 contract
Sources: Redemption and Exchange Agreement (Microstrategy Inc)
Application of Takeover Protections. The Company has and 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 ’s Certificate of Incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Investors any Investor as a result of the Investors Investor and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation the Company's ’s issuance of the Securities and the Investors' any Investor’s ownership of the Securities.
Appears in 1 contract
Application of Takeover Protections. The Company has 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 certificate of Incorporation incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Investors as a result of the Investors Underwriters and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including including, without limitation limitation, the Company's ’s issuance of the Securities and the Investors' Underwriters’ ownership of the Securities.
Appears in 1 contract
Sources: Underwriting Agreement (Rexahn Pharmaceuticals, Inc.)
Application of Takeover Protections. The Company has and 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 of Incorporation (or similar charter documents) or the laws of its the state of its incorporation that which is or could become applicable to the Investors Buyer as a result of the Investors and the Company fulfilling their obligations or exercising their rights under the Transaction Documentstransactions contemplated by this Agreement, including including, without limitation limitation, the Company's issuance of the Securities and the Investors' Buyer's ownership of the Securities.
Appears in 1 contract
Sources: Master Facility Agreement (Mace Security International Inc)
Application of Takeover Protections. The Company has and its Board of Directors have taken all necessary action, if any, in order to render inapplicable any shareholder rights plan or similar arrangement relating to accumulations of beneficial ownership of Ordinary Shares or a change in control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under of 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 Investors as a result of the Investors and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation the Company's issuance of the Securities and the Investors' ownership of the Securities.
Appears in 1 contract
Sources: Confidentiality Agreement (Tikcro Technologies LTD)
Application of Takeover Protections. The Company has and 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 the state of its incorporation that which is or could become applicable to the Investors Buyers as a result of the Investors Buyers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including including, without limitation limitation, the Company's issuance of the Securities and the InvestorsBuyers' ownership of the Securities.
Appears in 1 contract
Application of Takeover Protections. The Company has and 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) ’s Charter or the laws of its state of incorporation that is or could become applicable to any of the Investors as a result of the Investors 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 ’s issuance of the Securities and the Investors' ’ ownership of the Securities.
Appears in 1 contract
Sources: Common Stock Purchase Agreement (Liquidmetal Technologies Inc)
Application of Takeover Protections. The Company has 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 ’s articles of Incorporation (or similar charter documents) association or the laws of its state of incorporation that is or could become applicable to the Investors Subscribers as a result of the Investors Subscribers 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 Investors' Subscribers’ ownership of the Securities.
Appears in 1 contract
Application of Takeover Protections. The Company has 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 incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Investors Holder as a result of the Investors 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 ’s issuance of the Securities and Preferred Stock pursuant to the Investors' ownership of the SecuritiesExchange.
Appears in 1 contract
Sources: Exchange Agreement (VNUE, Inc.)