Sections 607 Sample Clauses

Sections 607. 0901 and 607.
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Sections 607. 0901 and 607.0902 of the FBCA Not Applicable. The Board of Directors of the Company has taken all actions so that the restrictions contained in Section 607.0901 of the FBCA applicable to an "affiliated transaction" (as defined in Section 607.0901) and the restrictions contained in Section 607.0902 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 Agreement or by the Stockholders Agreements.
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Sections 607. 0901 and 607.0902 of the FBCA and the Articles of Incorporation. The Board and the Independent Committee have approved the Merger and this Agreement, and such approval is sufficient to comply with or render inapplicable to the Merger and this Agreement, and the transactions contemplated by this Agreement, the provisions of Section 607.0902 of the FBCA and the articles of incorporation of the Company. The Company has not had more than 300 shareholders of record at any time during the three years preceding the announcement date of the transactions contemplated by this Agreement and Section 607.0901 of the FBCA is accordingly inapplicable to the Merger and this Agreement, and the transactions contemplated by this Agreement. No other state takeover statute or similar statute or regulation applies or purports to apply to the Merger, this Agreement or the transactions contemplated by this Agreement. No provision of the articles of incorporation, bylaws and/or other governing instruments of the Company or any of its Subsidiaries would restrict or impair the ability of Levy Acquisition Co. to vote, or otherwise to exercise the rights of a stockholder with respect to, shares of the Company and any of its Subsidiaries that may be acquired or controlled by Levy Acquisition Co.
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Sections 607. 0901 and 607.0902 of the Florida Business Corporation Act Not Applicable. The Board of Directors of the Purchaser has, to the extent required by applicable law, duly and validly authorized and approved by all necessary corporate action, the Purchaser Transaction Documents and the transactions contemplated thereby so that by the execution and delivery thereof no restrictive provision of any "fair price," "moratorium," "control-share acquisition," "interested shareholders" or other similar anti-takeover statute or regulation (including, without limitation, Sections 607.0901 and 607.0902 of the Florida Business Corporation Act) or restrictive provision of any applicable anti-takeover provision in the Articles of Incorporation or By-Laws of the Purchaser is, or will be, applicable to the Sellers or any transaction contemplated by the Purchaser Transaction Documents.
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Sections 607. 0901 and 607.0902 of the Florida Business Corporation Act. Buyer has taken all actions necessary so that the restrictions contained in Sections 607.0901 and Section 607.0902 of the Florida Business Corporation Act or any “fair price,” “business combination,” “takeover” or “control share acquisition” statute or other similar statute or regulation of any jurisdiction shall not apply to the execution, delivery or performance of this Agreement or any of the Ancillary Agreements or the transactions contemplated by this Agreement or any of the Ancillary Agreements.
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Sections 607. 0901 and 607.0902 of the Florida Business Corporation Act. Watsco has taken all actions necessary so that the restrictions contained in Sections 607.0901 and Section 607.0902 of the Florida Business Corporation Act or any “fair price,” “business combination,” “takeover” or “control share acquisition” statute or other similar statute or regulation of any jurisdiction shall not apply to the execution, delivery or performance of this Agreement or any of the Ancillary Agreements or the transactions contemplated by this Agreement or any of the Ancillary Agreements.
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Sections 607. 0901 and 607.0902 of the FBCA and the Articles of Incorporation. The Board and the Independent Committee has approved the Merger and this Agreement, and such approval is sufficient to comply with or render inapplicable to the Merger and this Agreement, and the transactions contemplated by this Agreement, the provisions of Sections 607.0901 and 607.0902 of the FBCA and the articles of incorporation of the Company. No other state takeover statute or similar statute or regulation applies or purports to apply to the Merger, this Agreement or the transactions contemplated by this Agreement. No provision of the articles of incorporation, bylaws and/or other governing instruments of the Company or any of its Subsidiaries would restrict or impair the ability of Levy Acquisition Co. to vote, or otherwise to exercise the rights of a stockholder with respect to, shares of the Company and any of its Subsidiaries that may be acquired or controlled by Levy Acquisition Co.
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Sections 607. 0901 AND 607.0902 OF THE FBCA NOT APPLICABLE. As of the date hereof and at all times on or prior to the Effective Time, the board of directors of the Company has and will take all actions so that the restrictions and requirements (including requirements relating to shareholder approval) applicable to business combinations and acquisitions of shares contained in Section 607.0901 and 607.0902 of the FBCA are, and will be, inapplicable to the execution, delivery and performance of this Agreement and the Tender and Voting Agreement and to the consummation of the Offer, the Merger and the other transactions contemplated by this Agreement and the Tender and Voting Agreement.
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Related to Sections 607

  • SECTION 607 Compensation and Reimbursement..................... 38 Section 608. Disqualification; Conflicting Interests............ 38

  • Sections 4 6(a) and (b) (“Transfer of the General Partner’s General Partner Interest”), solely with respect to the decision by the Company to transfer its general partner interest in the Partnership;

  • SECTION 604 Not Responsible for Recitals or Issuance of Securities................................... 31

  • Section 601 Certain Duties and Responsibilities...................................................... 29

  • Sections 6 02 and 6.03 of the Loan Agreement are hereby amended and restated in their entirety to read as follows:

  • SECTION 507 Limitation on Suits.......................................................................39

  • SECTION 506 Application of Money Collected.......................................................37

  • Sections 3 08(a) and (c). References to the Serviced Loan Combination Collection Account shall be references to the Primary Servicer Serviced Loan Combination Collection Account. All insurance policies caused to be maintained by the Primary Servicer hereunder shall also name the Master Servicer (or Primary Servicer) as loss payee. Within forty-five (45) days after the Closing Date, the Primary Servicer shall forward to the Master Servicer a fully completed certificate of insurance in the form of Exhibit H attached hereto. Without limiting the generality of the obligations of the Primary Servicer hereunder, the Primary Servicer shall monitor and certify as to the status of insurance policies relating to the Serviced Loan Combination on a quarterly basis starting for the quarter ending in March of 2014, within 30 days of the end of such quarter as required by, and in the form of, Exhibit E attached hereto, pursuant to Section 3.01(c)(24) of this Agreement. The Primary Servicer shall promptly notify the Master Servicer of any Mortgaged Property that is not insured against terrorist or other similar acts. The Master Servicer or the Special Servicer shall make all determinations with respect to terrorism insurance matters required to be made under Section 3.08 of the Pooling and Servicing Agreement, and the Primary Servicer shall reasonably cooperate with the Master Servicer in connection therewith. The Master Servicer shall notify the Primary Servicer of any such determination.

  • SECTION 606 Money Held in Trust........................................ 36

  • Sections The division of this Agreement into Sections and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement. The terms “this Agreement”, “hereof”, “hereunder” and similar expressions refer to this Agreement and not to any particular Section or other portion hereof and include any agreements supplemental hereto.

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