Delaware Law Section 203 Sample Clauses

Delaware Law Section 203. The restrictions contained in Section 203 of Delaware General Corporation Law applicable to a “business combination” (as defined in such Section 203) are not applicable to the execution, delivery or performance of this Agreement or to the consummation of the Merger. To Vsource’s knowledge, no other anti-takeover, control share acquisition, fair price, moratorium or other similar statute or regulation (each, a “Takeover Statute”) applies or purports to apply to this Agreement, the Merger or the other transactions contemplated hereby.
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Delaware Law Section 203. All necessary approvals have been granted by the Special Committee and the Board of Directors of the Company under Section 203 of the Delaware Law so that neither the granting of the Irrevocable Proxies nor any acquisition of beneficial ownership of Company Stock by Buyer, Acquisition or any of Buyer's other affiliates after the execution of this Agreement will limit, delay or impair the consummation of the Merger or any other transaction with the Company or any of its subsidiaries by Acquisition, Buyer or any of Buyer's other affiliates pursuant to Section 203 of the Delaware Law.
Delaware Law Section 203. The Board of Directors of Parent has ------------------------ approved the Merger, the Merger Agreement, the Stockholder Agreement and the transactions contemplated hereby and thereby, and such approval is sufficient to render inapplicable to the Merger, the Merger Agreement, the Stockholder Agreement and the transactions contemplated hereby and thereby the provisions of Delaware Law Section 203 to the extent, if any, such section is applicable to the Merger, the Merger Agreement, the Stockholder Agreement and the transactions contemplated hereby and thereby. Neither Parent nor Merger Sub is the beneficial owner of 10% or more of the voting power of the outstanding voting shares of Company or is an affiliate of Company.
Delaware Law Section 203. All necessary approvals have been granted by the Board of Directors of the Company under Section 203 of the Delaware Law so that none of the execution of the Voting Agreement, the granting of the Irrevocable Proxy or any acquisition of beneficial ownership of Company Common Stock by Buyer, LOL Subsidiary, Acquisition or any of Buyer's other affiliates after the execution of this Agreement will limit, delay or impair the consummation of the Merger or any other transaction with the Company or any of its subsidiaries by Buyer, LOL Subsidiary, Acquisition or any of Buyer's other affiliates pursuant to Section 203 of the Delaware Law.

Related to Delaware Law Section 203

  • DGCL Section 203 The Corporation hereby expressly elects not to be governed by Section 203 of the DGCL.

  • Delaware Law The laws of the State of Delaware shall govern the validity of this Agreement, the construction of its terms and the interpretation of the rights and duties of the Partners.

  • Section 203 of the DGCL Assuming the accuracy of the representations and warranties set forth in Section 4.8, the Company Board has taken all actions so that the restrictions applicable to business combinations contained in Section 203 of the DGCL shall be inapplicable to the execution, delivery and performance of this Agreement and to the consummation of the Offer, the Merger and the other Transactions.

  • SECTION 203 Form of Reverse of Security........................ 14 Section 204. Form of Legend for Global Securities............... 18 Section 205. Form of Trustee's Certificate of Authentication.... 18 ARTICLE THREE

  • Application of Delaware Law This Agreement, and the application of interpretation hereof, shall be governed exclusively by its terms and by the laws of the State of Delaware, and specifically the Delaware Act.

  • Delaware Law to Govern This Agreement shall be construed and administered in accordance with and governed by the laws of the State of Delaware (without giving effect to any conflict or choice of laws provisions thereof that would cause the application of the domestic substantive laws of any other jurisdiction).

  • Section 203 of the DGCL Not Applicable The Company Board has taken all actions necessary so that the restrictions contained in Section 203 of the DGCL applicable to a “business combination” with an “interested stockholder” (each as defined in Section 203) shall not apply to the execution, delivery or performance of this Agreement or the consummation of the Merger or the other transactions contemplated by this Agreement.

  • Merger Clause Effective as of the Effective Date, this Agreement contains the complete, full, and exclusive understanding of Executive and the Company as to its subject matter and shall, on such date, and supersede any prior agreement between Executive and the Company regarding severance benefits. Any amendments to this Agreement shall be effective and binding on Executive and the Company only if any such amendments are in writing and signed by both Parties.

  • Certificate of Merger or Certificate of Conversion Upon the required approval by the General Partner and the Unitholders of a Merger Agreement or the Plan of Conversion, as the case may be, a certificate of merger or certificate of conversion or other filing, as applicable, shall be executed and filed with the Secretary of State of the State of Delaware or the appropriate filing office of any other jurisdiction, as applicable, in conformity with the requirements of the Delaware Act or other applicable law.

  • Compliance with Delaware Statutory Trust Act The Issuer must have at least one trustee that meets the requirements of Section 3807(a) of the Delaware Statutory Trust Act.

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