Common use of Parent Action Clause in Contracts

Parent Action. The Board of Directors of Parent (at a meeting duly called and held) has by the requisite vote of directors (a) approved the Merger in accordance with the DGCL, (b) taken any necessary steps to render Section 203 of the DGCL and the Parent Rights inapplicable to the Merger and the transactions contemplated by this Merger Agreement, and (c) adopted any necessary resolution having the effect of causing Parent not to be subject, to the extent permitted by applicable law, to any state takeover law that may purport to be applicable to the Merger and the transactions contemplated by this Merger Agreement.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Cyrix Corp), Agreement and Plan of Merger (Tyco Toys Inc), Agreement and Plan of Merger (Corporate Advisors Lp)

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Parent Action. The Board of Directors of Parent (the Parent, by unanimous written consent or at a meeting duly called and held) , has by the requisite vote of directors (ai) approved the Merger and this Agreement in accordance with the DGCL, (b) taken any necessary steps to render Section 203 provisions of the DGCL and the Parent Rights inapplicable to the Merger and the transactions contemplated by this Merger AgreementDGCL, and (cii) adopted any necessary resolution having directed that this Agreement and the effect of causing Parent not to Merger be subject, submitted to the extent permitted by applicable law, Parent shareholders for their approval and resolved to any state takeover law recommend that may purport to be applicable to the Merger Parent's shareholders vote favor of the approval of this Agreement and the transactions contemplated by this Merger AgreementMerger.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Go2net Inc)

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Parent Action. The Board of Directors of Parent (at a meeting duly called and held) has by the requisite requi- site vote of directors (a) approved the Merger in accordance with the DGCL, (b) taken any necessary steps to render Section 203 of the DGCL and the Parent Rights inapplicable to the Merger and the transactions contemplated by this Merger AgreementAgree- ment, and (c) adopted any necessary resolution having the effect of causing Parent not to be subject, to the extent permitted by applicable law, to any state takeover law that may purport to be applicable to the Merger and the transactions contemplated by this Merger Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Mattel Inc /De/)

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