Antitakeover Statutes. Assuming the accuracy of Parent’s and Merger Sub’s representations and warranties in Section 4.15, (a) the Company Board has taken all action necessary to exempt the Merger, this Agreement and the transactions contemplated hereby, including the Company Voting Agreement, from Section 203 of the DGCL and (b) to the Knowledge of the Company, no other Takeover Statute enacted under U.S. state or federal laws apply to this Agreement or any of the transactions contemplated hereby.
Appears in 4 contracts
Samples: Merger Agreement, Merger Agreement (Tribune Media Co), Merger Agreement (Sinclair Broadcast Group Inc)
Antitakeover Statutes. Assuming the accuracy of Parent’s and Merger SubPurchaser’s representations and warranties in Section 4.155.8, (a) the Company Board has taken all action necessary to exempt the Merger, this Agreement Merger and the other transactions contemplated hereby, including the Company Voting Agreement, hereby from Section 203 of the DGCL and any other similar Takeover Statute and (b) to the Knowledge of the Company, no other Takeover Statute enacted under U.S. state or federal laws apply applies to this Agreement or any of the transactions contemplated hereby.
Appears in 3 contracts
Samples: Merger Agreement, Merger Agreement (Meredith Corp), Merger Agreement (Time Inc.)
Antitakeover Statutes. Assuming the accuracy of Parent’s and Merger Sub’s representations and warranties in Section 4.154.9, (a) the Company Board has taken all action necessary to exempt the Merger, this Agreement and the transactions contemplated hereby, including the Company Voting Agreement, hereby from Section 203 of the DGCL and any other similar Takeover Statute and (b) to the Knowledge of the Company, no other Takeover Statute enacted under U.S. state or federal laws apply applies to this Agreement, the Voting and Support Agreement or any of the transactions contemplated hereby.
Appears in 2 contracts
Samples: Merger Agreement (Domtar CORP), Merger Agreement (Resolute Forest Products Inc.)
Antitakeover Statutes. Assuming the accuracy of Parent’s and Merger Sub’s representations and warranties in Section 4.154.9, (a) the Company Board has taken all action necessary to exempt the Merger, this Agreement and the transactions contemplated hereby, including the Company Voting Agreement, hereby from Section 203 of the DGCL and any other similar Takeover Statute and (b) to the Knowledge of the Company, no other Takeover Statute enacted under U.S. state or federal laws apply applies to this Agreement or any of the transactions contemplated hereby.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Covanta Holding Corp), Merger Agreement (Domtar CORP)
Antitakeover Statutes. Assuming the accuracy of Parent’s and Merger Sub’s representations and warranties in Section 4.154.7, (a) the Company Board has taken all action necessary to exempt the Merger, this Agreement and the transactions contemplated hereby, including the Company Voting Agreement, hereby from Section 203 of the DGCL and (b) to the Knowledge of the Company, no other Takeover Statute enacted under U.S. state or federal laws apply to this Agreement or any of the transactions contemplated hereby.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Tribune Media Co), Agreement and Plan of Merger (Nexstar Media Group, Inc.)
Antitakeover Statutes. Assuming the accuracy of Parent’s Buyer and Merger Sub’s representations and warranties in Section 4.154.8, (a) the Company Board has taken all action necessary to exempt the Merger, this Agreement and the transactions contemplated hereby, including the Company Voting Agreement, hereby from Section 203 of the DGCL and (b) DGCL, and, accordingly, neither such Section nor any other antitakeover or similar statute or regulation shall be applicable to the Knowledge of the Company, no other Takeover Statute enacted under U.S. state or federal laws apply to this Agreement or any of the transactions contemplated herebysuch transactions.
Appears in 1 contract
Samples: Merger Agreement (American Tire Distributors Holdings, Inc.)
Antitakeover Statutes. Assuming the accuracy of Parent’s and Merger Sub’s representations and warranties in Section 4.154.17, (a) the Company Board has taken all action necessary to exempt the Merger, this Agreement and the transactions contemplated hereby, including the Company Voting Agreement, hereby from Section 203 of the DGCL and any other similar Takeover Statute and (b) to the Knowledge of the Company, no other Takeover Statute enacted under U.S. state or federal laws apply to this Agreement or any of the transactions contemplated hereby.
Appears in 1 contract
Samples: Merger Agreement (Nationstar Mortgage Holdings Inc.)
