Section 203 of the DGCL. Assuming the accuracy of the representations and warranties set forth in Section 4.8, the Company Board has taken all actions so that the restrictions applicable to business combinations contained in Section 203 of the DGCL shall be inapplicable to the execution, delivery and performance of this Agreement and to the consummation of the Offer, the Merger and the other Transactions.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Halozyme Therapeutics, Inc.), Agreement and Plan of Merger (Translate Bio, Inc.), Agreement and Plan of Merger (Principia Biopharma Inc.)
Section 203 of the DGCL. Assuming the accuracy of the representations and warranties set forth in Section 4.85.8, the Company Board has taken all actions so that the restrictions applicable to business combinations contained in Section 203 of the DGCL shall be inapplicable to the execution, delivery and performance of this Agreement and to the consummation of the Offer, the Merger and the other Transactions.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Adamas Pharmaceuticals Inc), Agreement and Plan of Merger (Supernus Pharmaceuticals, Inc.)
Section 203 of the DGCL. Assuming the accuracy of the representations and warranties set forth of the Buyer and Acquisition Sub in Section 4.84.7, the Company Board has taken all actions necessary so that the restrictions applicable to business combinations contained in Section 203 of the DGCL applicable to a “business combination” (as defined in Section 203) shall be inapplicable not apply to the execution, delivery and or performance of this Agreement and to or the consummation of the Offer, the Merger and or the other Transactionstransactions contemplated by this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Witness Systems Inc), Agreement and Plan of Merger (Verint Systems Inc)
Section 203 of the DGCL. Assuming the accuracy of the representations and warranties set forth in Section 4.85.7, the Company Board has taken or will take all actions so that the restrictions applicable to business combinations contained in Section 203 of the DGCL shall be and any other Takeover Laws are inapplicable to the execution, delivery and performance of this Agreement and to the consummation of the Offer, the Merger and the other TransactionsTransactions contemplated hereby.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Biodelivery Sciences International Inc), Agreement and Plan of Merger (Collegium Pharmaceutical, Inc)
Section 203 of the DGCL. Assuming the accuracy of the representations and warranties set forth in Section 4.8, the Company Board has taken and shall take all actions necessary so that the restrictions applicable to business combinations contained in Section 203 of the DGCL and any other Takeover Law are, and shall be, to the extent such restrictions can be rendered inapplicable by action of the Company Board under Legal Requirements, inapplicable to the execution, delivery and performance of this Agreement and the Support Agreements and to the consummation of the Offer, the Merger and the other Transactions.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Enel Green Power North America, Inc.), Agreement and Plan of Merger (Enernoc Inc)
Section 203 of the DGCL. Assuming the accuracy of the representations and warranties set forth in Section 4.85.8, the Company Board has taken all actions so that the restrictions applicable to business combinations contained in Section 203 of the DGCL shall be and any other Takeover Laws are inapplicable to the execution, delivery and performance of this Agreement and to the consummation of the Offer, the Merger and the other Transactions.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Pacira BioSciences, Inc.), Agreement and Plan of Merger (Flexion Therapeutics Inc)
Section 203 of the DGCL. Assuming the accuracy of the representations and warranties of the Buyer and the Transitory Subsidiary set forth in Section 4.84.6, the Company Board has taken all actions necessary so that the restrictions applicable to business combinations contained in Section 203 of the DGCL applicable to a “business combination” (as defined in Section 203) shall be inapplicable not apply to the execution, delivery and or performance of this Agreement and to or the consummation of the Offer, the Merger and or the other Transactionstransactions contemplated by this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (American Dental Partners Inc), Agreement and Plan of Merger (BJS Wholesale Club Inc)
Section 203 of the DGCL. Assuming the accuracy of the representations and warranties set forth of the Parent and Purchaser in Section 4.84.4, the Company Board has taken all actions necessary so that the restrictions applicable to business combinations contained in Section 203 of the DGCL applicable to a “business combination” (as defined in Section 203) shall be inapplicable not apply to the execution, delivery and or performance of this Agreement and to or the consummation of the OfferMerger, the Merger and Offer or the other Transactionstransactions contemplated by this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Mapinfo Corp), Agreement and Plan of Merger (Mapinfo Corp)
Section 203 of the DGCL. Assuming the accuracy of the representations and warranties set forth in Section 4.85.10, the Company Board has taken all actions so that the restrictions applicable to business combinations contained in Section 203 of the DGCL shall be inapplicable to the execution, delivery and performance of this Agreement and to the consummation of the Offer, the Merger and the other Contemplated Transactions.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Provention Bio, Inc.)
Section 203 of the DGCL. Assuming the accuracy of the representations and warranties set forth in Section 4.85.7, the Company Board has taken all actions so that the restrictions applicable to business combinations contained in Section 203 of the DGCL shall be inapplicable to the execution, delivery and performance of this Agreement and to the consummation of the Offer, the Merger and the other Transactions.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Five Prime Therapeutics, Inc.)
Section 203 of the DGCL. Assuming the accuracy of the representations and warranties set forth in Section 4.8, the Company Board has taken all actions so that the restrictions applicable to business combinations contained in Section 203 of the DGCL shall be and any other Takeover Law are inapplicable to the execution, delivery and performance of this Agreement and the Support Agreement and to the consummation of the Offer, the Merger and the other Transactions.
Appears in 1 contract
Section 203 of the DGCL. Assuming the accuracy of the representations and warranties set forth in Section 4.85.7, the Company Board has taken all actions so that the restrictions applicable to business combinations contained in Section 203 of the DGCL and any other Takeover Laws shall be inapplicable to the execution, delivery and performance of this Agreement and the Support Agreement and to the consummation of the Offer, the Merger and the other Transactions.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Oyster Point Pharma, Inc.)
Section 203 of the DGCL. Assuming the accuracy of the representations and warranties set forth in Section 4.8, the Company Board has taken all actions so that the restrictions applicable to business combinations contained in Section 203 of the DGCL shall be inapplicable to the execution, delivery and performance of this Agreement and to the consummation of the Offer, the Merger and the other Transactions. To the knowledge of the Company, no other Takeover Law apply or will apply to this Agreement or to the consummation of the Offer, the Merger and the other Transactions.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Turning Point Therapeutics, Inc.)
Section 203 of the DGCL. Assuming the accuracy of the representations and warranties set forth in Section 4.8, the Company Board has taken all actions so that the restrictions applicable to business combinations contained in Section 203 of the DGCL shall be inapplicable to the execution, delivery and performance of this Agreement and the CVR Agreement and to the consummation of the Offer, the Merger and the other Transactions.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Albireo Pharma, Inc.)
