DGCL 203. Prior to the date of this Agreement, the Board of Directors, at a meeting duly called and held, has (a) determined that the Agreement and the Offering are fair to, advisable and in the best interests of the Company and the stockholders of the Company, (b) approved the Offering and (c) resolved to recommend that the stockholders of the Company approve the Offering. The action taken by the Board of Directors constitutes approval of the Offering under the provisions of Section 203 of the Delaware General Corporation Law ("DGCL") such that Section 203 of the DGCL does not apply to this Agreement or the Offering, and such approval has not been amended, rescinded or modified. No other state takeover, antitakeover, moratorium, fair price, interested stockholder, business combination or similar statute or rule is applicable to the Offering. If any state takeover statute other than Section 203 of the DGCL becomes or is deemed to become applicable to this Agreement or the Offering, the Company shall take all reasonable action necessary to render such statute inapplicable to all of the foregoing.
Appears in 3 contracts
Samples: Common Stock and Warrant Purchase Agreement (Frazier Healthcare Ii Lp), Common Stock and Warrant Purchase Agreement (MPM Bio Ventures Iii Lp), Common Stock and Warrant Purchase Agreement (Alta Partners)
DGCL 203. Prior to the date of this Agreement, the Board of Directors, at a meeting duly called and held, has (a) determined that the Agreement and the Offering are fair to, advisable and in the best interests of the Company and the stockholders of the Company, (b) approved the Offering and (c) resolved to recommend that the stockholders of the Company approve the Offering. The action taken by the Board of Directors constitutes approval of the Offering under the provisions of Section 203 of the Delaware General Corporation Law ("“DGCL"”) such that Section 203 of the DGCL does not apply to this Agreement or the Offering, and such approval has not been amended, rescinded or modified. No other state takeover, antitakeover, moratorium, fair price, interested stockholder, business combination or similar statute or rule is applicable to the Offering. If any state takeover statute other than Section 203 of the DGCL becomes or is deemed to become applicable to this Agreement or the Offering, the Company shall take all reasonable action necessary to render such statute inapplicable to all of the foregoing.
Appears in 1 contract
Samples: Common Stock and Warrant Purchase Agreement (Rigel Pharmaceuticals Inc)
