Common use of Section 203 of the DGCL Not Applicable Clause in Contracts

Section 203 of the DGCL Not Applicable. The Board of Directors of Seller has taken all actions so that the restrictions contained in Section 203 of the DGCL applicable to a "business combination" (as defined in Section 203) will not apply to the execution, delivery or performance of this Agreement or the consummation of the Merger or the other transactions contemplated by this Agreement.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (West Coast Entertainment Corp), Agreement and Plan of Merger (Learning Co Inc), Agreement and Plan of Merger (Learning Co Inc)

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Section 203 of the DGCL Not Applicable. The Company Board of Directors of Seller has taken all actions necessary so that the restrictions contained in Section 203 of the DGCL applicable to a "business combination" ” with an “interested stockholder” (each as defined in Section 203) will shall not apply to the execution, delivery or performance of this Agreement or the consummation of the Merger or the other transactions contemplated by this Agreement.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Performance Technologies Inc \De\), Agreement and Plan of Merger (Sonus Networks Inc), Agreement and Plan of Merger (Network Equipment Technologies Inc)

Section 203 of the DGCL Not Applicable. The Board of Directors of Seller the Company has taken all actions so that the restrictions contained in Section 203 of the DGCL applicable to a "business combination" (as defined in Section 203) will not apply to the execution, delivery or performance of this Agreement or the Stockholder Voting Agreements or the consummation of the Merger or the other transactions contemplated by this AgreementAgreement or the Stockholder Voting Agreements.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Leukosite Inc), Agreement and Plan of Merger (Millennium Pharmaceuticals Inc), Agreement and Plan of Merger (Millennium Pharmaceuticals Inc)

Section 203 of the DGCL Not Applicable. The Company Board of Directors of Seller has taken all actions necessary action so that 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 Company Option Agreement or to the consummation of the Offer or the Merger or any of the other transactions contemplated by this Agreement.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Networks Associates Inc/), Agreement and Plan of Merger (Networks Associates Inc/), Agreement and Plan of Merger (Cybermedia Inc)

Section 203 of the DGCL Not Applicable. The Company Board of Directors of Seller has taken all actions necessary so that the restrictions contained in Section 203 of the DGCL applicable to a "business combination" (as defined in Section 203) will shall not apply to the execution, delivery or performance of this Agreement Agreement, the Stockholder's Agreement, the Voting Agreements or the consummation of the Merger or the other transactions contemplated by this Agreement, the Stockholder's Agreement or the Voting Agreements.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Perkinelmer Inc), Agreement and Plan of Merger (Packard Bioscience Co)

Section 203 of the DGCL Not Applicable. The Board of Directors of Seller the Company has taken all actions so that the restrictions contained in Section 203 of the DGCL applicable to a "business combination" (as defined in Section 203) will not apply to the execution, delivery or performance of this Agreement or the respective Stockholders Agreements dated as of the date hereof between Parent and certain stockholders of the Company (collectively, the "Stockholders Agreements") or the consummation of the Merger or the other transactions contemplated by this Agreement.Agreement or by the Stockholders Agreements. Section 2.26

Appears in 2 contracts

Samples: Agreement and Plan of Merger (New Stat Healthcare Inc), Agreement and Plan of Merger (American Medical Response Inc)

Section 203 of the DGCL Not Applicable. The Board Boards of Directors of Seller has the Company and the Company Subsidiaries have taken all actions action so that the restrictions contained in Section 203 of the DGCL applicable to a "business combination" (as defined in Section 203) will not apply to the execution, delivery or performance of this Agreement or the 29 consummation of the Merger Offer or the Merger, the other transactions contemplated by this AgreementAgreement or any other transaction between the Parent or any of its subsidiaries and the Company or any of its subsidiaries.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Nick Acquisition Corp), Agreement and Plan of Merger (National Education Corp)

Section 203 of the DGCL Not Applicable. The Assuming the accuracy of the Buyer’s and the Merger Subsidiary’s representations and warranties set forth in Section 4.15, the Company Board of Directors of Seller has taken all actions necessary so that the restrictions contained in Section 203 of the DGCL applicable to a "business combination" (as defined in Section 203) will shall not apply to the execution, delivery or performance of this Agreement Agreement, the Company Stockholder Agreements or the consummation of the Merger or the other transactions contemplated by this AgreementAgreement or the Company Stockholder Agreements.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Palomar Medical Technologies Inc), Agreement and Plan of Merger (Palomar Medical Technologies Inc)

Section 203 of the DGCL Not Applicable. The Board of Directors of Seller Company has taken all actions so that the restrictions contained in Section 203 of the DGCL applicable to a "business combination" (as defined in such Section 203) ), or any other state takeover statute or similar law that otherwise would be applicable, will not apply to the execution, delivery or performance of this Agreement or the Company Voting Agreements or to the consummation of the Merger or the other transactions contemplated by this AgreementAgreement or the Company Voting Agreements.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Mail Com Inc), Agreement and Plan of Merger (Mail Com Inc)

Section 203 of the DGCL Not Applicable. The Board of Directors of Seller Company has taken all actions so that the restrictions contained in Section 203 of the DGCL applicable to a "business combination" (as defined in Section 203) will not apply to the execution, delivery or performance of this Agreement Agreement, or the consummation of the Merger or the other transactions contemplated by this Agreement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Lernout & Hauspie Speech Products Nv), Agreement and Plan of Merger (Dictaphone Corp /De)

Section 203 of the DGCL Not Applicable. The Company Board of Directors of Seller has taken all actions necessary so that the restrictions contained in Section 203 of the DGCL applicable to a "business combination" (as defined in Section 203) will shall not apply to the execution, delivery or performance of this Agreement Agreement, the Company Voting Agreements or the consummation of the Merger or the other transactions contemplated by this AgreementAgreement or the Company Voting Agreements.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Genaissance Pharmaceuticals Inc), Agreement and Plan of Merger (Genaissance Pharmaceuticals Inc)

Section 203 of the DGCL Not Applicable. The Board of Directors of Seller each of Creative and Ontogeny has taken all actions actions, if any, necessary so that the restrictions contained in Section 203 of the DGCL applicable to a "business combination" (as defined in Section 203) will not apply to the execution, delivery or performance of this Agreement or the Stockholder Agreements or the consummation of the Merger or the other transactions contemplated by this AgreementAgreement or the Stockholder Agreements.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Creative Biomolecules Inc), Agreement and Plan of Merger (Curis Inc)

Section 203 of the DGCL Not Applicable. The Public Company Board of Directors of Seller has taken all actions so that the restrictions contained in Section 203 of the DGCL applicable to a "business combination" (as defined in Section 203) will shall not apply to the execution, delivery or performance of this Agreement Agreement, the Public Company Stockholder Agreements or the consummation of the Merger or the other transactions contemplated by this AgreementAgreement or the Public Company Stockholder Agreements.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Cornerstone BioPharma Holdings, Inc.), Agreement and Plan of Merger (Critical Therapeutics Inc)

Section 203 of the DGCL Not Applicable. The Board of -------------------------------------- Directors of Seller the Company has taken all actions so that the restrictions contained in Section 203 of the DGCL applicable to a "business combination" (as defined in Section 203203 of the DGCL) will not apply to the execution, delivery or performance of this Agreement or the Stock Option Agreement or the consummation of the Merger or the other transactions contemplated by this Agreement or by the Stock Option Agreement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Emc Corp), Agreement and Plan of Merger (Emc Corp)

Section 203 of the DGCL Not Applicable. The Board of Directors of Seller the -------------------------------------- Company has taken all actions necessary so that the restrictions contained in Section 203 of the DGCL applicable to a "business combination" (as defined in Section 203) will not apply to the execution, delivery or performance of this Agreement Agreement, the Company Stock Option Agreement, the Stockholder Agreements or the consummation of the Merger or the other transactions contemplated by this Agreement, the Company Stock Option Agreement or the Stockholder Agreements.

Appears in 2 contracts

Samples: Agreement and Plan of Merger and Reorganization (Cmgi Inc), Agreement and Plan of Merger (Cmgi Inc)

Section 203 of the DGCL Not Applicable. The Board of Directors of Seller the Company has taken all actions so that the restrictions contained in Section 203 of the DGCL applicable to a "business combination" (as defined in Section 203203 of the DGCL) will not apply to the execution, delivery or performance of this Agreement or the Stock Option Agreement or the consummation of the Merger or the other transactions contemplated by this Agreement or by the Stock Option Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Data General Corp)

Section 203 of the DGCL Not Applicable. The Board of Directors of Seller -------------------------------------- the Company has taken all actions necessary so that the restrictions contained in Section 203 of the DGCL applicable to a "business combination" (as defined in Section 203) will not apply to the execution, delivery or performance of this Agreement Agreement, the Company Stock Option Agreement, the Stockholder Agreements or the consummation of the Merger or the other transactions contemplated by this Agreement, the Company Stock Option Agreement or the Stockholder Agreements.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Flycast Communications Corp)

Section 203 of the DGCL Not Applicable. The Company Board of Directors of Seller has -------------------------------------- taken all actions necessary so that the restrictions contained in Section 203 of the DGCL applicable to a "business combination" (as defined in Section 203) will shall not apply to the execution, delivery or performance of this Agreement, the Stockholders' Agreement or the consummation of the Merger or the other transactions contemplated by this Agreement or the Stockholders' Agreement.

Appears in 1 contract

Samples: Terms Agreement (Telemundo Holding Inc)

Section 203 of the DGCL Not Applicable. The Company Board of Directors of Seller has taken all actions necessary so that the restrictions contained in Section 203 of the DGCL applicable to a "business combination" (as defined in Section 203) will shall not apply to the execution, delivery or performance of this Agreement Agreement, the Stockholder Agreements or the consummation of the Merger or the other transactions contemplated by this AgreementAgreement or the Stockholder Agreements.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Skyworks Solutions, Inc.)

Section 203 of the DGCL Not Applicable. The Company Board of Directors of Seller has taken all actions necessary so that the restrictions contained in Section 203 of the DGCL applicable to a "EXECUTION COPY “business combination" (as defined in Section 203) will shall not apply to the execution, delivery or performance of this Agreement Agreement, the Stockholder Agreements or the consummation of the Merger or the other transactions contemplated by this AgreementAgreement or the Stockholder Agreements.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Advanced Analogic Technologies Inc)

Section 203 of the DGCL Not Applicable. The Company Board of Directors of Seller has taken all actions necessary so that the restrictions contained in Section 203 of the DGCL applicable to a "business combination" (as defined in Section 203) will shall not apply to the execution, delivery or performance of this Agreement Agreement, the Company Voting Agreements or the consummation of the Merger or the other transactions contemplated by this AgreementAgreement or the Company Voting Agreements.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Clinical Data Inc)

Section 203 of the DGCL Not Applicable. The Company Board of Directors of Seller has taken all actions necessary so that the restrictions contained in Section 203 of the DGCL applicable to a "business combination" ” with an “interested stockholder” (each as defined in Section 203) will shall not apply to the execution, delivery or performance of this Agreement, the Stockholders’ Agreement or the consummation of the Offer, the Merger or the other transactions contemplated by this Agreement or the Stockholders’ Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Idm Pharma, Inc.)

Section 203 of the DGCL Not Applicable. The Board of Directors of Seller the -------------------------------------- Company has taken all actions necessary so that the restrictions contained in Section 203 of the DGCL applicable to a "business combination" (as defined in Section 203) will not apply to the execution, delivery or performance of this Agreement, the Stockholder Agreement or the consummation of the Merger or the other transactions contemplated by this Agreement, or the Stockholder Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Cmgi Inc)

Section 203 of the DGCL Not Applicable. The Board of Directors of Seller the Company has taken all actions so that the restrictions contained in Section 203 of the DGCL applicable to a "business combination" (as defined in Section 203) will not apply to the execution, delivery or performance of this Agreement or the respective Stockholders Agreements dated as of the date hereof between Parent and certain stockholders of the Company (collectively, the "Stockholders Agreements") or the consummation of the Merger or the other transactions contemplated by this AgreementAgreement or by the Stockholders Agreements.

Appears in 1 contract

Samples: Agreement and Plan of Merger (New Stat Healthcare Inc)

Section 203 of the DGCL Not Applicable. The Board Boards of Directors of Seller has the Company and the Company Subsidiaries have taken all actions action so that the restrictions contained in Section 203 of the DGCL applicable to a "business combination" (as defined in Section 203) will not apply to the execution, delivery or performance of this Agreement or the consummation of the Merger Offer or the Merger, the other transactions contemplated by this AgreementAgreement or any other transaction between the Parent or any of its subsidiaries and the Company or any of its subsidiaries.

Appears in 1 contract

Samples: Agreement and Plan of Merger (National Education Corp)

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Section 203 of the DGCL Not Applicable. The Company Board of Directors of Seller has taken all actions necessary so that the restrictions contained in Section 203 of the DGCL applicable to a "business combination" (as defined in Section 203) will shall not apply to the execution, delivery or performance of this Agreement Agreement, the Company Stockholder Agreements or the consummation of the Merger or the other transactions contemplated by this AgreementAgreement or the Company Stockholder Agreements.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Genaissance Pharmaceuticals Inc)

Section 203 of the DGCL Not Applicable. The Board of Directors of Seller has taken all actions so that the restrictions contained in Section 203 of the DGCL applicable to a "business combination" (as defined in Section 203) will not apply to the execution, delivery or performance of this Agreement Agreement, the Seller Stock Option Agreement, the Stockholders Agreements or the consummation of the Merger or the other transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Eg&g Inc)

Section 203 of the DGCL Not Applicable. The Company Board of Directors of Seller has taken all actions necessary so that the restrictions contained in Section 203 of the DGCL applicable to a "business combination" (as defined in Section 203203 of the DGCL) will shall not apply to the execution, delivery or performance of this Agreement Agreement, the Company Stockholder Agreements or the consummation of the Merger or the other transactions contemplated by this AgreementAgreement or the Company Stockholder Agreements.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Icoria, Inc.)

Section 203 of the DGCL Not Applicable. The Board of Directors of Seller Company has taken all actions so that the restrictions contained in Section 203 of the DGCL applicable to a "business combination" (as defined -------------------------------------------------------------------------------- AGREEMENT AND PLAN OF MERGER 28 in Section 203) will not apply to the execution, delivery or performance of this Agreement Agreement, or the consummation of the Merger or the other transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Lernout & Hauspie Speech Products Nv)

Section 203 of the DGCL Not Applicable. The Board of Directors of Seller the Company has taken all actions necessary so that the restrictions contained in Section 203 of the DGCL applicable to a "business combination" (as defined in Section 203) will not apply to the execution, delivery or performance of this Agreement Agreement, the Company Stock Option Agreement, the Stockholder Agreements or the consummation of the Merger or the other transactions contemplated by this Agreement, the Company Stock Option Agreement or the Stockholder Agreements.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Yesmail Com Inc)

Section 203 of the DGCL Not Applicable. The Board Boards of -------------------------------------- Directors of Seller has the Company and the Company Subsidiaries have taken all actions action so that the restrictions contained in Section 203 of the DGCL applicable to a "business combination" (as defined in Section 203) will not apply to the execution, delivery or performance of this Agreement or the consummation of the Merger or Merger, the other transactions contemplated by this AgreementAgreement or any other transaction between the Purchaser or any of its subsidiaries and the Company or any of its subsidiaries.

Appears in 1 contract

Samples: 1 Agreement and Plan of Reorganization (National Education Corp)

Section 203 of the DGCL Not Applicable. The Company and its Board of Directors of Seller has have each taken all actions so that action required to be taken by it in order to exempt the execution, delivery or performance of this Agreement by Company, the consummation of the Merger by Company and the transactions contemplated hereby from, and this Agreement, the Merger and the transactions contemplated hereby are exempt from, the restrictions contained in Section 203 of the DGCL applicable to a "business combination" (as defined in Section 203) will not apply to the execution, delivery or performance of this Agreement or the consummation of the Merger or the ). No other transactions contemplated by this Agreement."fair price," "

Appears in 1 contract

Samples: Agreement and Plan of Merger (Basin Exploration Inc)

Section 203 of the DGCL Not Applicable. The Assuming the accuracy of the Parent’s and the Purchaser’s representation and warranty set forth in Section 5.7, the Company Board of Directors of Seller has taken all actions necessary so that the restrictions contained in Section 203 of the DGCL applicable to a "business combination" ” with an “interested stockholder” (each as defined in Section 203) will shall not apply to the execution, delivery or performance of this Agreement or the consummation of any of the Merger or the other transactions contemplated by this AgreementTransactions.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Hittite Microwave Corp)

Section 203 of the DGCL Not Applicable. The Board of Directors of Seller the Company has taken all actions so that the restrictions contained in Section 203 of the DGCL applicable to a "business combination" (as defined in 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.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Tickets Com Inc)

Section 203 of the DGCL Not Applicable. 18 24 The Board of Directors of Seller the Company has taken all actions necessary so that the restrictions contained in Section 203 of the DGCL applicable to a "business combination" (as defined in Section 203) will not apply to the execution, delivery or performance of this Agreement, the Company Stockholder Agreement or the consummation of the Merger or the other transactions contemplated by this Agreement or the Company Stockholder Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (MKS Instruments Inc)

Section 203 of the DGCL Not Applicable. The Company Board of Directors of Seller has taken all actions necessary so that the restrictions contained in Section 203 of the DGCL applicable to a "business combination" (as defined in Section 203) will shall not apply to the execution, delivery or performance of this Agreement, the Stockholders’ Agreement or the consummation of the Merger or the other transactions contemplated by this Agreement or the Stockholders’ Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger

Section 203 of the DGCL Not Applicable. The Board of Directors of Seller the Company has taken all actions so that the restrictions contained in Section 203 of the DGCL applicable to a "business combination" (as defined in Section 203) will not apply to the execution, delivery or performance of this Agreement or the respective Stockholder Agreements dated as of the date hereof between Parent and certain stockholders of the Company (collectively, the "Stockholders Agreements") or the consummation of the Merger or the other transactions contemplated by this AgreementAgreement or by the Stockholders Agreements.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Registry Inc)

Section 203 of the DGCL Not Applicable. The Board of Directors of Seller the Company has taken all actions necessary so that the restrictions contained in Section 203 of the DGCL applicable to a "business combination" (as defined in Section 203) will not apply to the execution, delivery or performance of this Agreement Agreement, the Stockholder Agreements or the consummation of the Merger or the other transactions contemplated by this AgreementAgreement or the Stockholder Agreements.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Adforce Inc)

Section 203 of the DGCL Not Applicable. The Board of Directors of Seller the Company has taken all actions so that the restrictions contained in Section 203 of the DGCL applicable to a "business combination" (as defined in Section 203therein) will not apply to to, and no other “fair price,” “business combination,” “moratorium,” “control share acquisition” or other form of antitakeover law (each, a “Takeover Statute”) will apply to, the execution, delivery or performance of this Agreement or the Stockholder Agreements or the consummation of the Merger or the other transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Charles River Associates Inc)

Section 203 of the DGCL Not Applicable. The Company Board of Directors of Seller has taken all actions necessary so that the restrictions contained in Section 203 of the DGCL applicable to a "business combination" (as defined in Section 203) will shall not apply to the execution, delivery or performance of this Agreement or the consummation of the Merger or the other transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Perkinelmer Inc)

Section 203 of the DGCL Not Applicable. The Board of Directors of Seller the Company has taken all actions necessary so that the restrictions contained in Section 203 of the DGCL applicable to a "business combination" (as defined in Section 203) will not apply to the execution, delivery or performance of this Agreement, the Company Stockholder Agreement or the consummation of the Merger or the other transactions contemplated by this Agreement or the Company Stockholder Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Applied Science & Technology Inc)

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