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 5 contracts
Samples: Merger Agreement (Learning Co Inc), Merger Agreement (West Coast Entertainment Corp), Merger Agreement (Learning Co 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 or the consummation of the Merger or the other transactions contemplated by this Agreement.
Appears in 4 contracts
Samples: Merger Agreement (Sonus Networks Inc), Merger Agreement (Performance Technologies Inc \De\), Merger Agreement (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 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 3 contracts
Samples: Merger Agreement (New Stat Healthcare Inc), Merger Agreement (American Medical Response Inc), Merger Agreement (New Stat Healthcare 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: Merger Agreement (Millennium Pharmaceuticals Inc), Merger Agreement (Millennium Pharmaceuticals Inc), Merger Agreement (Leukosite 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), Merger Agreement (Dictaphone Corp /De)
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: Merger Agreement (Tickets Com Inc)
Section 203 of the DGCL Not Applicable. The Purchaser’s 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 203203 of the DGCL) will shall not apply to the execution, delivery or performance of this Agreement Agreement, the Voting Agreements or the consummation of the Merger or the other transactions contemplated by this AgreementAgreement or the Voting Agreements.
Appears in 1 contract
Samples: Merger Agreement (MDRNA, 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 or the consummation of the Merger or the other transactions contemplated by this Agreement.
Appears in 1 contract
Samples: Merger Agreement (Video City 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: Merger Agreement (Eg&g Inc)
