Takeover Provisions Inapplicable Clause Samples
The 'Takeover Provisions Inapplicable' clause establishes that certain contractual or statutory provisions designed to regulate or restrict takeovers do not apply to the agreement or the parties involved. In practice, this means that mechanisms such as poison pills, shareholder rights plans, or other anti-takeover defenses are expressly excluded from affecting the transaction or relationship governed by the contract. This clause ensures that the parties can proceed with mergers, acquisitions, or changes in control without being hindered by restrictive takeover protections, thereby facilitating smoother corporate transactions and reducing legal uncertainty.
Takeover Provisions Inapplicable. RP agrees that it will not take any action to render Section 203 of the DGCL applicable to the Merger and the other transactions contemplated hereby, and CSI agrees that it will not take any action to render Sections 78.438 and 78.439 the NGCL applicable to (x) the acquisition of CSI Preferred Stock pursuant to the Merger or (y) the conversion of the CSI Preferred Stock into the CSI Common Stock.
Takeover Provisions Inapplicable. Prior to the date of this Agreement, the Board of Directors of the Company has taken all requisite action to cause this Agreement and the transactions contemplated by this Agreement (including those contemplated by the Option Agreement) to be exempt from Section 203 of the Delaware Law. No other state takeover statute or similar statute or regulation applies to or purports to apply to this Agreement, the Option Agreement, the Merger or the other transactions contemplated by this Agreement or the Option Agreement.
Takeover Provisions Inapplicable. The Company shall (a) take all action (including, if required, redeeming all of the outstanding Company Rights or amending or terminating the Company Rights Agreement) so that the entering into of this Agreement nor the consummation of the transactions contemplated hereby shall not and will not result in the grant of any rights to any person under the Company Rights Agreement to purchase or receive additional shares of capital stock of the Company or enable or require the Company Rights to be exercised, distributed or triggered in any way and (b) take all action as may be necessary to render Article IX of the Company's Restated Certificate of Incorporation inapplicable to this Merger Agreement and the transactions contemplated hereby.
Takeover Provisions Inapplicable. As of the date hereof and at all times on or prior to the Effective Date, Section 203 of the DGCL, the Company Rights Agreement and Article IX of the Company's Restated Certificate of Incorporation are, and shall be, inapplicable to the Merger and the transactions contemplated by this Merger Agreement.
Takeover Provisions Inapplicable. As of the date hereof and at all times on or prior to the Effective Date, Section 203 of the DGCL and the Parent Rights are, and shall be, inapplicable to the Merger and the transactions contemplated by this Merger Agreement.
Takeover Provisions Inapplicable. As of the date hereof and at all times on or prior to the Closing, Section 203 of the DGCL is, and shall be, inapplicable to the transactions contemplated hereby or connected herewith.
Takeover Provisions Inapplicable. As of the date hereof and at all times on or prior to the Effective Date, the Rights Agreement dated as of November 11, 1994 by and between the Company and Continental Stock Transfer & Trust Company, as amended (the "Company Rights Agreement") is, and shall be, inapplicable to the Merger and the transactions contemplated by this Merger Agreement and the Company Stockholder Support Agreements and a "Distribution Date" as defined in the Company Rights Agreement has not occurred.
Takeover Provisions Inapplicable. The Restated Charter provides that Section 203 of the GCL is inapplicable to the Merger.
Takeover Provisions Inapplicable. As of the date hereof and at all times on or prior to the Effective Time, the restrictions of Section 203 of the DGCL are, and shall be, inapplicable to the Merger, this Agreement, the Stock Option Agreement, the Stockholder Support Agreement and the transactions contemplated by this Agreement.
Takeover Provisions Inapplicable. As of the date hereof and at all times on or prior to the Effective Date, the Rights Agreement dated as of May 22, 1995 by and between Parent and U.S. Stock Transfer Corporation, as amended (the "Parent Rights Agreement") is, and shall be, inapplicable to the Merger and the transactions contemplated by this Merger Agreement and the Parent Stockholder Support Agreements and a "Distribution Date" as defined in the Parent Rights Agreement has not occurred.