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: Merger Agreement (Halozyme Therapeutics, Inc.), Merger Agreement (Translate Bio, Inc.), Merger Agreement (Principia Biopharma 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: Merger Agreement (Biodelivery Sciences International Inc), Merger Agreement (Collegium Pharmaceutical, 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: Merger Agreement (Adamas Pharmaceuticals Inc), Merger Agreement (Supernus Pharmaceuticals, 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: Merger Agreement (American Dental Partners Inc), Merger Agreement (BJS Wholesale Club 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: Merger Agreement (Enel Green Power North America, Inc.), Merger Agreement (Enernoc 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: Merger Agreement (Verint Systems Inc), Merger Agreement (Witness Systems 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: Merger Agreement (Flexion Therapeutics Inc), Merger Agreement (Pacira BioSciences, Inc.)
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
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
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
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
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
Samples: Merger Agreement (Senomyx Inc)
