Control Share Acquisition Clause Samples
A Control Share Acquisition clause is designed to regulate the process by which an individual or entity acquires a significant or controlling interest in a company’s voting shares. Typically, this clause requires that any party seeking to acquire a specified threshold of shares must obtain approval from the existing shareholders or the board before the voting rights attached to those shares become effective. For example, if an investor attempts to purchase enough shares to gain control of the company, the clause may suspend their voting rights until a shareholder vote is held. The core function of this clause is to protect existing shareholders from hostile takeovers and ensure that any major changes in control are subject to collective approval, thereby maintaining corporate stability and transparency.
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Control Share Acquisition. Neither Parts 2 nor 3 of Article 11 of the Georgia Code nor any other "fair price", "moratorium", "control share acquisition", "interested shareholder" or similar antitakeover statute or regulation enacted under Georgia law applicable to the Company or any of its Subsidiaries is applicable to the Offer, the Merger, this Agreement, the Subscription Agreement or the Voting Agreement or any of the transactions contemplated by this Agreement, the Subscription Agreement or the Voting Agreement.
Control Share Acquisition. No restrictive provision of any “fair price,” “moratorium,” “control share acquisition,” “business combination,” “stockholder protection,” “interested shareholder” or other similar anti-takeover statute or regulation (each, a “Takeover Statute”) or any restrictive provision of the Articles of Incorporation or By-Laws of the Company or comparable organizational documents of any of its Subsidiaries is, or at the Effective Time will be, applicable to the Company, its Subsidiaries, Parent, Merger Sub, Company Common Stock, the Merger or any other of the Contemplated Transactions.
Control Share Acquisition. The Board of Directors has taken all action necessary to render Section 203 of Delaware Law inapplicable to the Offer, the Merger, this Agreement, the Voting and Option Agreement and any of the transactions contemplated hereby and thereby.
Control Share Acquisition. None of the transactions ------------------------- contemplated by this Agreement and the Parent Stock Option, including the purchase of Shares in the Offer and in the Merger and the Merger, individually or in the aggregate, (a) result in, constitute or be deemed to be a "control share acquisition" as such term is defined in (S) 607.0902 of the FBCA or (b) are subject to the provisions of Section 607.0901 of the FBCA, in each case with respect to either the Parent or the Purchaser, or any other party to either of such Agreements.
Control Share Acquisition. The Company has taken all actions necessary and within its authority such that no restrictive provision of any “fair price,” “moratorium,” “control share acquisition,” “business combination,” “stockholder protection,” “interested stockholder” or other similar anti-takeover statute or regulation (each, a “Takeover Statute”) or restrictive provision of any applicable provision in the Certificate of Incorporation or By-Laws of the Company or comparable charter documents and By-laws of any of its Subsidiaries is, or at the Effective Time will be, applicable to the Company, its Subsidiaries, Purchaser, Merger Sub, Company Common Stock, the Merger or any other transaction contemplated by this Agreement.
Control Share Acquisition. Following the actions of the Board of Directors of the Company and the Special Committee as described in Section 3.19, there is no "fair price," "moratorium," "control share" or other similar state takeover statute or regulation (each, a "Takeover Statute") or comparable takeover provision of the Restated Articles of Incorporation or Bylaws of the Company that applies or purports to apply to the Company, the Offer, the Merger or the transactions contemplated by this Agreement.
Control Share Acquisition. The Board of Directors has ------------------------- approved the Offer, the Merger, this Agreement, the Company Stock Option Agreement and Parent's acquisition of Shares pursuant to the Stockholders Agreement, and such approval is sufficient to render inapplicable to the Offer, the Merger, this Agreement, the Company Stock Option Agreement and the Stockholders Agreement the limitations on business combinations contained in Section 203 of Delaware Law and Article TWELFTH of the Restated Certificate. No other state takeover statute or similar statute or regulation or other comparable takeover provision of the Restated Certificate or By-Laws applies or purports to apply to the Offer, the Merger, this Agreement, the Company Stock Option Agreement or the Stockholders Agreement or any of the transactions contemplated by this Agreement, the Company Stock Option Agreement or the Stockholders Agreement.
Control Share Acquisition. No state takeover statute or similar statute or regulation or comparable takeover provision of the Restated Certificate or By-Laws of the Company applies or purports to apply to the Offer, the Merger or this Agreement.
Control Share Acquisition. The Company and its Board of Directors have taken all action necessary such that no restrictive provision of any “fair price,” “moratorium,” “control share acquisition,” “business combination,” “stockholder protection,” “interested stockholder” or other similar anti-takeover statute or regulation (each, a “Takeover Statute”), or any similar restrictive provision of the Certificate of Incorporation or By-Laws of the Company is, or at the Effective Time will be, applicable to the Company, Parent, Merger Sub, the Company Common Stock, the Merger or any other transaction contemplated by this Agreement.
Control Share Acquisition. Promptly upon the request of Contributor and, in any event, prior to the Closing, the board of directors of the Company shall take all necessary actions so that the provisions of the Control Share Acquisition law of the Indiana Business Corporation Law will not be applicable to the Company and the Exchange.