Section 203 of the Delaware General Corporation Law. We are subject to Section 203 of the DGCL, which prohibits a Delaware corporation from engaging in a business combination with any interested stockholder for a period of three years following the date the person became an interested stockholder, with the following exceptions: • before such date, the board of directors of the corporation approved either the business combination or the transaction that resulted in the stockholder becoming an interested holder; • upon completion of the transaction that resulted in the 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 began, excluding for purposes of determining the voting stock outstanding (but not the outstanding voting stock owned by the interested stockholder) those shares owned (a) by persons who are directors and also officers and (b) pursuant to employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; and • on or after such date, the business combination is approved by the board of directors and authorized at an annual or special meeting of the stockholders, and not by written consent, by the affirmative vote of at least 662⁄3% of the outstanding voting stock that is not owned by the interested stockholder. In general, Section 203 of the DGCL defines business combination to include the following: • any merger or consolidation involving the corporation and the interested stockholder; • any sale, lease, transfer, pledge or other disposition of 10% or more of the assets of the corporation involving the interested stockholder; • subject to certain exceptions, any transaction that results in the issuance or transfer by the corporation of any stock of the corporation to the interested stockholder; • any transaction involving the corporation that has the effect of increasing the proportionate share of the stock of any class or series of the corporation beneficially owned by the interested stockholder; and • the receipt by the interested stockholder of the benefit of any loans, advances, guarantees, pledges or other financial benefits provided by or through the corporation. In general, Section 203 of the DGCL defines an interested stockholder as an entity or person who, together with the entity’s or person’s affiliates and associates, beneficially owns, or is ...
Section 203 of the Delaware General Corporation Law. The Board of Directors of the Company has taken all actions so that (a) the restrictions contained in Section 203 of the DGCL applicable to a "business combination" (as defined in such Section 203) will not apply to the execution, delivery or performance of this Agreement or to the consummation of the Merger or the other transactions contemplated by this Agreement.
Section 203 of the Delaware General Corporation Law. The --------------------------------------------------- Board of Directors of the Company has taken all actions so that (a) the restrictions contained in Section 203 of the DGCL applicable to a "business combination" (as defined in such Section 203) will not apply to the execution, delivery or performance of this Agreement or the Voting Agreement or to the consummation of the Merger or the other transactions contemplated by this Agreement. No other "control share acquisition," "fair price" or other anti- takeover laws or regulations enacted under state or federal laws in the United States apply to this Agreement, the Voting Agreement or any of the transactions contemplated hereby.
Section 203 of the Delaware General Corporation Law. The Company shall not adopt any resolution containing any provisions relating to the exemption from Section 203 of the Delaware General Corporation Law granted to Purchaser, LS Purchaser or their respective Affiliates which would adversely affect or otherwise impair the rights of Purchaser, LS Purchaser or their respective Affiliates thereunder.
Section 203 of the Delaware General Corporation Law. The purchase and sale of the Shares pursuant to this Agreement has been approved by the Board of Directors of ABS prior to the date of this Agreement for the purposes of Section 203 of the Delaware General Corporation Law ("Section 203") such that after the date of this Agreement, neither Abbott nor any of its affiliates will be subject to the restrictions on business combination transactions set forth in Section 203 with respect to ABS on account of such purchase.
Section 203 of the Delaware General Corporation Law. The transactions contemplated by this Agreement have been approved by the Board of Directors of the Company for purposes of Section 203 of the Delaware General Corporation Law.
Section 203 of the Delaware General Corporation Law. Effective as of the date of this Agreement, the Company and each of the Resigning Directors agree that the Board of Directors of the Company (the “Board”), has taken all actions necessary to ensure the Investment will be approved for purposes of Section 203 of the Delaware General Corporation Law.
Section 203 of the Delaware General Corporation Law. The Board of Directors of LTM has approved the Transactions, including, without limitation, the transactions contemplated by this Agreement (including Universal's acquisition of beneficial ownership of the Stock for purposes of Section 203(a)(1) of the Delaware General Corporation Law). Article IV Additional Agreements Section 4.1.
Section 203 of the Delaware General Corporation Law. We are subject to Section 203 of the Delaware General Corporation Law, which prohibits a Delaware corporation from engaging in any business combination with any interested stockholder for a period of three years after the date that such stockholder became an interested stockholder, subject to certain exceptions. Our transfer agent and registrar for our common stock is American Stock Transfer & Trust Company, LLC. Our common stock is listed on the Nasdaq Capital Market under the symbol “BNGO.”
Section 203 of the Delaware General Corporation Law. We are subject to the provisions of Section 203 of the Delaware General Corporation Law regulating corporate takeovers. This section prevents some Delaware corporations from engaging, under some circumstances, in a business combination, which includes a merger or sale of at least 10% of the corporation's assets with any interested stockholder, meaning a stockholder who, together with affiliates and associates, owns or, within three years prior to the determination of interested stockholder status, did own 15% or more of the corporation's outstanding voting stock, unless: • the transaction is approved by the board of directors prior to the time that the interested stockholder became an interested stockholder; • upon consummation of the transaction which resulted in the stockholder's 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; or • at or subsequent to such time that the stockholder became an interested stockholder the business combination is approved by the board of directors and authorized at an annual or special meeting of stockholders by at least two-thirds of the outstanding voting stock which is not owned by the interested stockholder. A Delaware corporation may "opt out" of these provisions with an express provision in its original certificate of incorporation or an express provision in its certificate of incorporation or bylaws resulting from a stockholders' amendment approved by at least a majority of the outstanding voting shares. We do not plan to "opt out" of these provisions. The statute could prohibit or delay mergers or other takeover or change in control attempts and, accordingly, may discourage attempts to acquire us.
