Common use of Section 203 of the DGCL Clause in Contracts

Section 203 of the DGCL. Prior to the date of this Agreement, the Company Board has taken all action necessary, assuming the accuracy of the representation given by Buyer and Merger Sub in Section 5.10, so that the restrictions on business combinations contained in Section 203 of the DGCL will not apply with respect to or as a result of this Agreement, the Support Agreement or the Transactions, without any further action on the part of the Company Stockholders or the Company Board. To the Company’s Knowledge, no other state takeover statute is applicable to the Merger.

Section 203 of the DGCL. Prior to the date of this Agreement, the Company Company’s Board has taken all action necessary, assuming the accuracy of the representation given by Buyer and Merger Sub in Section 5.10, necessary so that the restrictions on business combinations contained in Section 203 of the DGCL will not apply with respect to or as a result of this Agreement, the Support Agreement or the Transactionstransactions contemplated hereby or thereby, including the Transaction, without any further action on the part of the Company Company’s Stockholders or the Company Board. To the Company’s Knowledge, no other state takeover statute is applicable to the MergerBoard.

Section 203 of the DGCL. Prior to the date of this Agreement, the The Company Board has taken all action necessary, assuming the accuracy of the representation given by Buyer and Merger Sub in Section 5.10, actions necessary so that the restrictions on business combinations contained in Section 203 of the DGCL will applicable to a “business combination” (as defined in such Section 203) shall not apply with respect to the execution, delivery or as a result performance of this Agreement, the Support Stockholder and Voting Agreement or the Transactions, without any further action on the part consummation of the Company Stockholders Merger or the Company Boardother transactions contemplated by this Agreement or the Stockholder and Voting Agreement. To the Company’s Knowledge, no No other state or foreign anti-takeover statute is applicable applies to the Company as a result of the transactions contemplated hereby, including the Merger.

Section 203 of the DGCL. Prior to the date of this Agreement, the Company Board of Directors has taken all action necessary, assuming the accuracy of the representation given by Buyer and Merger Sub in Section 5.10, necessary so that the restrictions on business combinations contained in Section 203 of the DGCL will not apply with respect to or as a result of this Agreement, the Company Support Agreement Agreement, any other Transaction Documents or the Transactionstransactions contemplated hereby or thereby, including the Merger, without any further action on the part of the Company Stockholders Company’s stockholders or the Company Board. To Board of the Directors of the Company’s Knowledge, no . No other state takeover statute is applicable to the Merger.

Section 203 of the DGCL. Prior to the date of this Agreement, the Company Board of Directors has taken all action necessary, assuming the accuracy of the representation given by Buyer and Merger Sub in Section 5.10, necessary so that the restrictions on business combinations contained in Section 203 of the DGCL will not apply with respect to or as a result of this Agreement, the Original Agreement, the Amended and Restated Company Support Agreement Agreement, any other Transaction Documents or the Transactionstransactions contemplated hereby or thereby, including the Merger, without any further action on the part of the Company Stockholders Company’s stockholders or the Company Board. To Board of the Directors of the Company’s Knowledge, no . No other state takeover statute is applicable to the Merger.

Section 203 of the DGCL. Prior to the date of this Agreement, the Company NORD Board has taken all action necessary, assuming the accuracy of the representation given by Buyer and Merger Sub in Section 5.10, necessary so that the restrictions on business combinations contained in Section 203 of the DGCL will not apply with respect to or as a result of this Agreement, the Support Agreement or the Transactionstransactions contemplated hereby or thereby, including the Merger, without any further action on the part of the Company NORD Stockholders or the Company NORD Board. To True and complete copies of all resolutions of the Company’s Knowledge, no NORD Board reflecting such actions have been previously provided or made available to PDM USA. No other state takeover statute is applicable to the Merger.

Section 203 of the DGCL. Prior to the date of this Agreement, the Company Board of Directors has taken all action necessary, assuming the accuracy of the representation given by Buyer and Merger Sub in Section 5.10, necessary so that the restrictions on business combinations contained in Section 203 of the DGCL will not apply with respect to or as a result of this Agreement, the Original Agreement, the Existing Agreement, the Second Amended and Restated Company Support Agreement Agreement, any other Transaction Documents or the Transactionstransactions contemplated hereby or thereby, including the Merger, without any further action on the part of the Company Stockholders Company’s stockholders or the Company Board. To Board of the Directors of the Company’s Knowledge, no . No other state takeover statute is applicable to the Merger.