Antitakeover Statutes and Rights Agreement. (a) The Company has taken all action necessary to render the limitations contained in Section 203 of Delaware Law inapplicable to the Merger, this Agreement, the Voting Agreement and the transactions contemplated hereby and thereby. (b) The Company has taken all action necessary to render the Preferred Stock Purchase Rights issued pursuant to the terms of the Rights Agreement inapplicable to the Merger, this Agreement, the Voting Agreement and the transactions contemplated hereby and thereby.
Appears in 2 contracts
Samples: Merger Agreement (Nautica Enterprises Inc), Merger Agreement (V F Corp)
Antitakeover Statutes and Rights Agreement. (a) The Company has taken all action necessary to render the limitations contained in Section 203 of Delaware Law inapplicable to exempt the Merger, this Agreement, the Voting Agreement and the transactions contemplated hereby from Section 203 of Delaware Law and therebyany other similar Applicable Law.
(b) The Company has taken all action necessary to render the Preferred Stock Purchase Company Rights issued pursuant to the terms of the Company Rights Agreement inapplicable to the Merger, this Agreement, the Voting Agreement and the transactions contemplated hereby and therebyhereby.
Appears in 2 contracts
Samples: Merger Agreement (Hewlett Packard Co), Merger Agreement (Palm Inc)
Antitakeover Statutes and Rights Agreement. (a) The Company has taken all action necessary to render the limitations contained in Section 203 of Delaware Law inapplicable to exempt the Merger, this Agreement, the Voting Agreement Agreements and the transactions contemplated hereby and therebyfrom Section 203 of Delaware Law.
(b) The Company has taken all action necessary to render the Preferred Stock Purchase Company Rights issued pursuant to the terms of the Company Rights Agreement inapplicable to the Merger, this Agreement, the Voting Agreement Agreements and the transactions contemplated hereby and therebyhereby.
Appears in 2 contracts
Samples: Merger Agreement (MSC Software Corp), Merger Agreement (STG Ugp, LLC)
Antitakeover Statutes and Rights Agreement. (a) The Board of Directors of the Company has taken all action necessary approved the Merger and this Agreement, and such approval is sufficient to render the limitations contained in Section 203 of Delaware Law inapplicable to the Merger, this Agreement, the Voting Agreement and the transactions contemplated hereby the provisions of Section 203 of the Delaware Law or any antitakeover provision in the Company's certificate of incorporation and therebybylaws.
(b) The Company has taken all action necessary to render the Preferred Stock Purchase Rights issued pursuant to the terms of the Rights Agreement inapplicable to the Offer, the Merger, this Agreement, the Voting Agreement and the transactions contemplated hereby and therebyhereby.
Appears in 2 contracts
Samples: Merger Agreement (Meggit PLC), Merger Agreement (Whittaker Corp)
Antitakeover Statutes and Rights Agreement. (a) The Company has taken all action necessary to render the limitations contained in Section 203 of Delaware Law inapplicable to exempt the Merger, this Agreement, the Voting Agreement and the 37 transactions contemplated hereby from Section 203 of Delaware Law and therebyany other similar Applicable Law.
(b) The Company has taken all action necessary to render the Preferred Stock Purchase Company Rights issued pursuant to the terms of the Company Rights Agreement inapplicable to the Merger, this Agreement, the Voting Agreement and the transactions contemplated hereby and therebyhereby.
Appears in 1 contract
Samples: Merger Agreement