Delaware General Corporation Law. Title 8 of the Delaware Code, as amended from time to time. Director – each member of the Board of Directors elected as provided in Section 6.02.
Delaware General Corporation Law. The Target will call a special meeting of its stockholders (the "Special Meeting"), as soon as practicable in order that the Target Stockholders may consider and vote upon the adoption of this Agreement and the approval of the Merger in accordance with the Delaware General Corporation Law. The Target will mail the Joint Disclosure Document to its stockholders as soon as practicable. The Joint Disclosure Document will contain the affirmative recommendation of the board of directors of the Target in favor of the adoption of this Agreement and the approval of the Merger; provided, however, that no director or officer of the Target shall be required to violate any fiduciary duty or other requirement imposed by law in connection therewith.
Delaware General Corporation Law. For purposes of Section 203 of the Delaware General Corporation Law, the execution and delivery of this Agreement and the Stockholder Agreements and consummation of transactions contemplated hereby and thereby, including without limitation the purchase by Parent of Company Shares or other securities issued by the Company, has received the prior approval of the Board of Directors of the Company and, accordingly, Parent will not be subject to the restrictions of Section 203(b) of the Delaware General Corporation Law in the consummation of the Merger or this Agreement or the Stockholder Agreements or the transactions contemplated by either thereof.
Delaware General Corporation Law. To the knowledge of IBS, no state takeover statute is applicable to this Agreement or the IBS Merger.
Delaware General Corporation Law. The Target will call a special meeting of its stockholders (the "Special Meeting"), as soon as reasonably practicable in order that the stockholders may consider and vote upon the adoption of this Agreement and the approval of the Merger in accordance with the Delaware General Corporation Law. The Target will mail the Definitive Proxy Materials to its stockholders as soon as reasonably practicable after clearance thereof by the SEC. The Target shall, through its Board of Directors, recommend to its stockholders adoption of this Agreement and approval of the Merger and shall not withdraw such recommendation; provided, however, that Target's Board of Directors shall not be required to make and shall be entitled to withdraw such recommendation if Target's Board of Directors reasonably concludes in good faith after consultation with, and based on the advice of, its outside counsel, that the making of or the failure to withdraw, such recommendation would be inconsistent with the fiduciary obligations of Target's Board of Directors under applicable law.
Delaware General Corporation Law. Neither Parent nor Merger Sub, nor any affiliate or associate of either of the foregoing, is, nor at any time during the last three (3) years has been, an “interested stockholder” of the Company as defined in Section 203 of the DGCL. None of Parent or its Subsidiaries, nor any controlling shareholders or members, general partners, officers or directors of the foregoing, beneficially own (as such term is used in Rule 13d-3 promulgated under the Exchange Act) more than one percent (1%) of the outstanding shares of Company Common Stock or any options, warrants or other rights to acquire more than one percent (1%) of the outstanding shares of Company Common Stock.
Delaware General Corporation Law. Premier will call a special meeting of its stockholders (a "Special Target Company Meeting") as soon as reasonably practicable in order that Premier stockholders may consider and vote upon the adoption of this Agreement and the approval of the Merger in accordance with the Delaware General Corporation Law. The Buyer will obtain the necessary consent of its stockholders or will call a special meeting of its stockholders (the "Special Buyer Meeting") as soon as reasonably practicable in order that the stockholders may consider and vote upon the adoption of this Agreement and the approval of the Merger in accordance with the Delaware General Corporation Law.
Delaware General Corporation Law. The Delaware General Corporation Law anti-takeover provisions are inapplicable to this Agreement and the transactions contemplated hereby.
