Dynamics Corp of America, however, the Supreme Court of the United States held that a state may, as a matter of corporate law and, in particular, those laws concerning corporate governance, constitutionally disqualify a potential acquiror from voting on the 23 affairs of a target corporation without prior approval of the remaining stockholders, provided that such laws were applicable only under certain conditions. The Company is incorporated under the laws of Delaware. Section 203 of the DGCL ('Section 203') prevents an 'Interested Stockholder' (defined generally as a person with 15% or more of the corporation's outstanding voting stock) from engaging in a 'Business Combination' (defined to include a variety of transactions, including mergers) with a Delaware corporation for three years following the date such person becomes an Interested Stockholder, unless (i) before such person became an Interested Stockholder, the board of directors of the corporation approved the transaction in which the Interested Stockholder became an Interested Stockholder or approved the Business Combination, or (ii) upon consummation of the transaction which resulted in the Interested Stockholder becoming an Interested Stockholder, the Interested Stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced (excluding stock held by directors who are also officers of the corporation and by certain employee stock ownership plans), or (iii) following the transaction in which such person became an Interested Stockholder, the Business Combination is approved by the board of directors of the corporation and authorized at a meeting of stockholders by the affirmative vote of the holders of two-thirds of the outstanding voting stock of the corporation not owned by the Interested Stockholder. The Company's by-laws provide that the Company shall not be governed by Section 203 of the DGCL. If Section 203 were to apply for any reason, its prohibitions on Business Combinations would be inapplicable to the Offer, the purchase of the Sellers Shares and the Merger because the Board of Directors has approved the Tender Offer Agreement and the transactions contemplated thereby, including the Offer, subject to receipt of the Fairness Opinion, for purposes of Section 203 of the DGCL and has delivered the MOU to Purchaser. The restrictions of Section 203 are, accordingly, not applicable to Holdings, Purchaser or affiliates or associates of Purchaser as a res...
Dynamics Corp of America, however, the Supreme Court of the United States held that a state may, as a matter of corporate law and, in particular, those laws concerning corporate governance, constitutionally disqualify a potential acquiror from voting on the affairs of a target corporation without prior approval of the remaining stockholders, provided that such laws were applicable only under certain conditions.
Dynamics Corp of America, however, the United States Supreme Court held that a state may, as a matter of corporate law and, in particular, those laws governing corporate governance, constitutionally disqualify a potential acquiror from voting on the affairs of a target corporation without prior approval of the remaining Stockholders, provided, that such laws were applicable only under certain conditions. Subsequently, a number of Federal courts ruled that various state takeover statutes were unconstitutional insofar as they apply to corporations incorporated outside the state of enactment. Section 203 of the DGCL prevents certain business combinations with an interested stockholder for a period of three years following the time such person became an interested stockholder, unless, among other things, prior to the time the interested stockholder became such, the board of directors of the corporation approved either the business combination or the transaction in which the interested stockholder became such. In connection with the April 1998 Stock Purchase, the Company Board took the actions necessary so that the provisions of Section 203 of the DGCL would not be triggered. The Company Board confirmed and ratified these actions in its approval of the Offer, the Merger and the other transactions contemplated by the Merger Agreement, and no further action by the Company Board with respect to Section 203 of the DGCL is required. The Company conducts business in a number of states throughout the United States, some of which states have enacted takeover laws. Purchaser and Parent do not know whether any of these laws will, by their terms, apply to the Offer or the Merger and has not complied with any such laws. Should any person seek to apply any state takeover law, Purchaser and Parent will take such action as then appears desirable, which may include challenging the validity or applicability of any such statute in appropriate court proceedings. In the event it is asserted that one or more state takeover laws are applicable to the Offer or the Merger, and an appropriate court does not determine that it is inapplicable or invalid as applied to the Offer, Purchaser or Parent might be required to file certain information with, or receive approvals from, the relevant state authorities. In addition, if enjoined, Purchaser might be unable to accept for payment any Shares tendered pursuant to the Offer, or be delayed in continuing or consummating the Offer and the Merger. In such cas...
Dynamics Corp of America, the Supreme Court of the United States held that the State of Indiana could, as a matter of corporate law and in particular those aspects of corporate law concerning corporate governance, constitutionally disqualify a potential acquirer from voting on the affairs of a target corporation without the prior approval of the remaining stockholders; provided that such laws were applicable only under certain conditions. Subsequently, a number of federal courts have ruled that various state takeover statutes were unconstitutional insofar as they apply to corporations incorporated outside the state of enactment. Should any person seek to apply any state takeover law, the Purchaser will take reasonable efforts to resist such application, which may include challenging the validity or applicability of any such statute in appropriate court proceedings. In the event it is asserted that one or more state takeover laws is applicable to the Offer or the Merger, and an appropriate court does not determine that it is inapplicable or invalid as applied to the Offer, the Purchaser might be required to file certain information with, or receive approvals from, the relevant state authorities. In addition, if enjoined, the Purchaser might be unable to accept for payment or pay for any Shares tendered pursuant to the Offer or be delayed in continuing or consummating the Offer and the Merger. In such case, the Purchaser may not be obligated to accept for payment, or pay for, any Shares tendered. See Section 14.
Dynamics Corp of America, however, the Supreme Court of the United States held that a state may, as a matter of corporate law and, in particular, those laws concerning corporate governance, constitutionally disqualify a potential acquiror from voting on the affairs of a target corporation without prior approval of the remaining shareholders, provided that such laws were applicable only under certain conditions. The Pennsylvania Takeover Disclosure Law (the "PTDL") purports to regulate certain attempts to acquire a corporation which (1) is organized under the laws of Pennsylvania or (2) has its principal place of business and substantial assets located in Pennsylvania. The PTDL requires, among other things, that the offeror, 20 days prior to any takeover offer, file a registration statement for the takeover offer with the Pennsylvania Securities Commission and publicly disclose the offering price of the proposed offer. However, in Crane Co. x. Xxx, 509 F.Supp. 782 (E.D. Pa. 1981), the District Court preliminarily enjoined, on grounds arising under the United States Constitution, enforcement of at least the portion of the PTDL involving the pre-offer waiting period thereunder.
Dynamics Corp of America, the Supreme Court held that the State of Indiana could, as a matter of corporate law, constitutionally disqualify a potential acquiror from voting shares of a target corporation without the prior approval of the remaining stockholders where, among other things, the corporation is incorporated, and has a substantial number of stockholders, in the state. Subsequently, in TLX Acquisition Corp. v. Telex Corp., a U.S. federal district court in Oklahoma ruled that the Oklahoma statutes were unconstitutional as applied to corporations incorporated outside Oklahoma in that they would subject such corporations to inconsistent regulations. Similarly, in Tyson Foods, Inc. x. XxXxxxxxxx, a U.S. federal district court in Tennessee ruled that four Tennessee takeover statutes were unconstitutional as applied to corporations incorporated outside Tennessee. This decision was affirmed by the United States Court of Appeals for the Sixth Circuit. In December 1988, a U.S. federal district court in Florida held in Grand Metropolitan PLC x. Xxxxxxxxxxx that the provisions of the Florida Affiliated Transactions Act and the Florida Control Share Acquisition Act were unconstitutional as applied to corporations incorporated outside of Florida. The state law before the Supreme Court was by its terms applicable only to corporations that had a substantial number of stockholders in the state and were incorporated there. The Company, directly or through subsidiaries, conducts business in a number of states throughout the United States, some of which have enacted takeover laws. We do not know whether any of these laws will, by their terms, apply to the Offer or the Merger and have not attempted to comply with any such laws. Should any person seek to apply any state takeover law, we will take such action as then appears desirable, which may include challenging the validity or applicability of any such statute in appropriate court proceedings. In the event any person asserts that the takeover laws of any state are applicable to the Offer or the Merger, and an appropriate court does not determine that it is inapplicable or invalid as applied to the Offer or the Merger, we may be required to file certain information with, or receive approvals from, the relevant state authorities. In addition, if enjoined, we may be unable to accept for payment any Shares tendered pursuant to the Offer, or be delayed in continuing or consummating the Offer and the Merger. In such case, we may not b...
Dynamics Corp of America, however, the Supreme Court of the United States held that a state may, as a matter of corporate law and, in particular, those laws concerning corporate governance, constitutionally disqualify a potential acquiror from voting on the affairs of a target corporation without prior approval of the remaining stockholders, provided that such laws were applicable only under certain conditions. Subsequently, a number of federal courts ruled that various state takeover statutes were unconstitutional insofar as they apply to corporations incorporated outside the state of enactment. The Purchaser has not attempted to comply with any state takeover statutes in connection with this Offer. This Offer is not conditioned upon approval of the Board of Directors of the Company under Section 203 of the Delaware General Corporation Law ("Section 203"). If the Purchaser becomes an "interested stockholder" of the Company within the meaning of Section 203 as a result of the consummation of this Offer, the Purchaser does not intend to enter into a "prohibited transaction" with the Company within the meaning of Section 203 for three years following such consummation. The Purchaser reserves the right to challenge the validity or applicability of any state law allegedly applicable to this Offer and nothing in this Offer to Purchase nor any action taken in connection herewith is intended as a waiver of that right. In the event that any state takeover statute is found applicable to this Offer, the Purchaser might be unable to accept for payment or pay for the Shares tendered pursuant to this Offer or be delayed in continuing or consummating this Offer. In such case, the Purchaser may not be obligated to accept for payment or pay for any Shares tendered. See Section 14 under this caption on page 19.
Dynamics Corp of America, however, the Supreme Court held that a state may, as a matter of corporate law and, in particular, those laws concerning corporate governance, constitutionally disqualify a potential acquiror from voting on the affairs of a target corporation without prior approval of the remaining stockholders, provided that such laws were applicable only under certain conditions, in particular, that the corporation has a substantial number of stockholders in the state and is incorporated there. MASSACHUSETTS ANTI-TAKEOVER LAW Control Share Acquisitions. The Company's By-laws include a provision that Chapter 110D of the Massachusetts General Laws will not apply to the Company. This statute governs 'control share acquisitions' and provides, in general, that if a stockholder acquires shares which would raise the voting power of the acquiring stockholder to one-fifth or more of the total voting power of the Company, then the shares acquired obtain voting rights only upon the authorization from a majority of the stockholders other than the acquiring stockholder. The stockholders of the Company may amend the Company's Articles of Organization at any time to subject the Company to this statute prospectively by a vote of a majority of the stock entitled to vote on such matter.
Dynamics Corp of America, the Supreme Court of the United States held that the State of Indiana could, as a matter of corporate law, constitutionally disqualify a potential acquiror from voting shares of a target corporation without the prior approval of the remaining stockholders where, among other things, the corporation is incorporated, and has a substantial number of stockholders, in the state. Subsequently, in a case named TLX Acquisition Corp. v.
Dynamics Corp of America, however, the Supreme Court of the United States held that a state may, as a matter of corporate law and, in particular, those laws concerning corporate governance, constitutionally disqualify a potential acquiror from voting on the affairs of a target corporation without prior approval of the remaining shareholders, provided that such laws were applicable only under certain conditions. Subsequently, a number of U.S. federal courts ruled that various state takeover statutes were unconstitutional insofar as they apply to corporations incorporated outside the state of enactment. The Company is incorporated under the laws of the State of Georgia. In general, Section 14-2-1132 of the GBCC ("Section 14-2-1132") prevents an "interested shareholder" (including a person who owns or has the right to acquire 10% or more of the voting power of the outstanding voting shares of a corporation) from engaging in a "business combination" (defined to include mergers and certain other actions) with a Georgia corporation for a period of five years following the date such person became an interested shareholder unless (i) such interested shareholder, prior to becoming an interested shareholder, obtained the approval of the Board of Directors of either the business combination or the transaction that resulted in such person becoming an interested shareholder, (ii) such interested shareholder became the beneficial owner of at least 90% of the outstanding Shares of voting stock of the Company (excluding Shares owned by persons who are directors, officer, their affiliates or associates and by subsidiaries of the Company and certain employee shareholder plans) in the same transaction in which the interested shareholder became an interested shareholder or (iii) on or subsequent to the date the interested shareholder became an interested shareholder, the interested shareholder becomes the beneficial owner of at least 90% of the outstanding voting stock of the Company (excluding shares owned by persons who are directors or officers, their affiliates or associates and by subsidiaries of the Company and certain employee shareholder plans) and the business combination is
