Delaware Section 203. The Board of Directors of the Company has taken all appropriate and necessary action such that the provisions of Section 203 of the DGCL will not apply to any of the transactions contemplated by this Agreement. SECTION 2.8
Delaware Section 203. The Board has taken all appropriate and necessary action such that the provisions of Section 203 of the DGCL will not apply to any of the transactions contemplated by this Agreement, including the Letter Agreements.
Delaware Section 203. The provisions of Section 203 of Delaware Corporate Law will not apply to this Agreement, as it may be amended from time to time, or any of the transactions contemplated hereby. The Company has heretofore delivered to UMI and MergerSub a complete and correct copy of the resolutions of the Board of Directors of the Company to the effect that pursuant to 203(a)(1) of the Delaware Corporate Law, the restrictions contained in Section 203 of Delaware Corporate Law are and shall be inapplicable to the Merger and the transactions contemplated by this Agreement, as it may be amended from time to time.
Delaware Section 203. The Board at a duly held meeting of the board prior to execution and delivery of this Agreement by the Company approved the issuance of the Stock Consideration to the TCV Holders and the other transactions contemplated by this Agreement for purposes of Section 203 of the General Corporation Law of the State of Delaware.
Delaware Section 203. The Company and its Board of Directors have taken all the necessary actions to render inapplicable to the transactions contemplated by the Transaction Documents (including, but not limited to, the issuance of Common Stock upon conversion of the Note) the provisions of Section 203 of the General Corporation Law of the State of Delaware.
Delaware Section 203. The Board of Directors of the Company (or a committee thereof), at a meeting duly called and held on November 15, 2007, has approved for purposes of Section 203 of the Delaware General Corporation Law: (a) the sale and issuance of the Purchased Shares and the Warrants to the Purchasers hereunder and the issuance of the Conversion Shares upon conversion of the Purchased Shares and the issuance of the Warrant Shares upon exercise of the Warrants; and (b) in the event the Purchasers are not “interested stockholders” (as defined in Section 203 of the Delaware General Corporation Law) immediately after giving effect to their acquisition of the Purchased Shares, a transaction in compliance with Section 4.2(a) in which either (or both) of the Purchasers become “interested stockholders.”
Delaware Section 203. The Company Board has taken all actions necessary to provide that the restrictions applicable to business combinations contained in Section 203 of the DGCL are not, and will not be, applicable to the execution, delivery or performance of this Agreement or the Voting Agreements or to the consummation of the Merger or any of the other Contemplated Transactions. Prior to the execution of the Voting Agreements, the board of directors of the Company approved the Voting Agreements and the matters contemplated thereby for purposes of Section 203 of the DGCL. To the knowledge of the Company, except for Section 203 of the DGCL, no state takeover statute or similar Legal Requirement applies or purports to apply to the Merger, this Agreement or any of the Contemplated Transactions.
Delaware Section 203. The Board of Directors of the Company, at a meeting duly called and held on January 2, 2004 , has approved, (i) the terms of this Agreement, the Warrants, the Certificate of Designation and the Investor Rights Agreement, and the consummation of the transactions contemplated hereby and thereby (including without limitation the sale and issuance of the Shares and the issuance of the Conversion Shares upon conversion of the Shares), and such approval constitutes approval of such transactions by the Board of Directors of the Company under the provisions of Section 203 of the Delaware General Corporation Law, and (ii) in addition to the shares of Common Stock obtained upon conversion of the Shares, the purchase or other acquisition, whether in market transactions, privately negotiated transactions or otherwise, by the Investors of up to 3,000,000 shares (as adjusted for any stock dividends paid in common stock, and any combinations, stock splits, recapitalizations and the like each with respect to the Company’s Common Stock) of Common Stock (the “Market Purchases”), and such approval constitutes approval of such transactions by the Board of Directors of the Company under the provisions of Section 203 of the Delaware General Corporation Law.
Delaware Section 203. The provisions of Section 203 of the DGCL will not apply to this Agreement, as it may be amended from time, to time or any of the transactions contemplated hereby. The Company has heretofore delivered to Parent a complete and correct copy of the resolutions of the Board of Directors of the Company to the effect that pursuant to Section 203(a)(1) of the DGCL, the restrictions contained in Section 203 of the DGCL are and shall be inapplicable to the Merger and the transactions contemplated by this Agreement, as it may be amended from time to time.
Delaware Section 203. The Company shall cause Newco to take such actions as are necessary to make the provisions of Section 203 of the Delaware General Corporation Law inapplicable to the Purchaser.
