Section 203 of DGCL. The Company has elected in its certificate of incorporation not to be governed by Section 203 of the DGCL and no other state takeover statute or similar regulation applies to or purports to apply to the Transaction Agreements and the transactions contemplated hereby and thereby.
Section 203 of DGCL. The Board of Directors shall have approved the entry by the Company into this Agreement and the performance of the Company’s obligations hereunder and consummation of the transactions contemplated hereby for purposes of paragraph (a)(1) of DGCL Section 203.
Section 203 of DGCL. The Corporation expressly elects not to be governed by Section 203 of the DGCL.
Section 203 of DGCL. The Board of Directors of Powertel has approved this Agreement, the Reorganization and the Powertel Stockholder Agreement and the transactions contemplated hereby, with the effect that the restrictions on business combinations contained in Section 203 of the DGCL will not apply to VoiceStream or Sub as a result of this Agreement, the Reorganization and Powertel Stockholder Agreement. To Powertel's knowledge, (i) no anti-takeover statute or similar law of Georgia or Delaware imposes restrictions which could reasonably be expected to adversely affect or delay the consummation of the transactions contemplated by this Agreement, and (ii) no "control share acquisition," "fair price," "moratorium" or other anti-takeover laws or regulations enacted under Georgia or Delaware law applicable to Powertel apply to this Agreement or any of the transactions related thereto.
Section 203 of DGCL. Each Investor is not an “interested stockholder” as defined in Section 203 of Delaware General Corporation Law (the “DGCL”) of the Company as of the Initial Closing (or Subsequent Closing, as the case may be), nor will an Investor will be deemed an “interested stockholder” as a result of the consummation of the transactions contemplated herein, and the restrictions on “business combinations” (as defined in Section 203 of the DGCL) set forth in Section 203 of the DGCL do not apply to the transactions contemplated hereby. The Board of Directors of the Company has approved the issuance to each Investor of the Warrant Shares issuable upon exercise of the Warrants, and the restrictions on “business combinations” set forth in Section 203 of the DGCL will not apply to any exercise of the Warrants by an Investor.
Section 203 of DGCL. Rights Agreement. Prior to the date hereof, the Board of Directors of Target has taken all action necessary to exempt under or make not subject to (x) the provisions of Section 203 of the DGCL and (y) any other state takeover law or state law that purports to limit or restrict business combinations or the ability to acquire or vote shares: (i) the execution of this Agreement, (ii) the Merger and (iii) the transactions contemplated hereby. The Rights Agreement, dated as of April 30, 1997 (the "Target Rights Agreement"), between Target and Harrxx Xxxst Savings Bank as rights agent, has been amended so that Purchaser and Subcorp are each exempt from the definition of "Acquiring Person" contained in the Target Rights Agreement, no "Stock Acquisition Date" or "Distribution Date" or "Triggering Event" (as such terms are defined in the Target Rights Agreement) will occur as a result of the execution of this Agreement or the consummation of the Merger pursuant to this Agreement and the Target Rights Agreement will expire immediately prior to the Effective Time, and the Target Rights Agreement, as so amended, has not been further amended or modified. Copies of all such amendments to the Target Rights Agreement have been previously provided to Purchaser.
Section 203 of DGCL. Rights Agreement. Prior to the date hereof, the Board of Directors of Target has taken all action necessary to exempt under or make not subject to (x) the provisions of Section 203 of the DGCL and (y) any other state takeover law or state law that purports to limit or restrict business combinations or the ability to acquire or vote shares: (i) the execution of this Agreement, (ii) the Merger and (iii) the transactions contemplated hereby. The Rights Agreement, dated as of April 30, 1997 (the "Target Rights Agreement"), between Target and Harris Trust Savings Bank as rights agent, has been amended so that Pur-
Section 203 of DGCL. The Board of Directors of the Company has taken all action necessary so that the provisions of Section 203 of the DGCL applicable to a “business combination” (as defined in Section 203 of the DGCL) will not apply to this Agreement or the transactions contemplated herein.
Section 203 of DGCL. Parent and the Board of Directors of Parent have each taken all actions necessary to be taken such that no restrictive provision of any “moratorium,” “control share acquisition,” “fair price,” “interested stockholder,” “affiliate transaction,” “business combination,” or other similar anti-takeover statutes, laws or regulations enacted by the federal or any state government, including the State of Delaware and Section 203 of DGCL, or any applicable anti-takeover provision in Parent’s certificate of incorporation or bylaws or in the certificate of incorporation or bylaws or comparable constituent documents of any Subsidiary of Parent, is, or at the Closing will be, applicable to (a) any of the parties to this Agreement, (b) the execution of this Agreement or the Voting Agreements or (c) the Exchange, the Investments or any of the other transactions contemplated by this Agreement and the Voting Agreements.
Section 203 of DGCL. Neither Parent nor Sub (or any of their respective “affiliates” or “associates”) is or has been an “interested stockholder” (as defined in Section 203 of DGCL) with respect to the Company within the last three years.
