Takeover Provision. The Company and its Board have taken all necessary action in order to render inapplicable any corporate takeover provision under laws of the State of Delaware, including Section 203 of the DGCL, or any other state or federal “fair price”, “moratorium”, “control share acquisition”, “business combination” or other similar anti-takeover statute or regulation, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Certificate of Incorporation or the Bylaws (each, a “Takeover Provision”) which is, or could be, applicable to the transactions contemplated by this Agreement, including, without limitation, the Company’s issuance of the Shares and the Purchaser’s ownership, voting (to the extent applicable) or disposition of the Shares.
Appears in 3 contracts
Sources: Securities Purchase Agreement (Fuelcell Energy Inc), Securities Purchase Agreement (Fuelcell Energy Inc), Securities Purchase Agreement (Fuelcell Energy Inc)