Common use of State Antitakeover Statutes Clause in Contracts

State Antitakeover Statutes. The Company has granted all approvals and taken all other steps necessary to exempt the Merger and the other transactions contemplated hereby from the requirements and provisions of Section 203 of the DGCL and any other applicable state antitakeover statute or regulation such that none of the provisions of such Section 203 or any other "business combination," "moratorium," "control share" or other state antitakeover statute or regulation (x) prohibits or restricts the Company's ability to perform its obligations under this Agreement or its ability to consummate the Merger and the other transactions contemplated hereby, (y) would have the effect of invalidating or voiding this Agreement any provision hereof, or (z) would subject Acquiror to any material impediment or condition in connection with the exercise of any of its rights under this Agreement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Tel Save Holdings Inc), Agreement and Plan of Merger (Shared Technologies Fairchild Inc)

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State Antitakeover Statutes. The Company has granted all approvals and taken all other steps necessary to exempt the Merger and the other transactions contemplated hereby from the requirements and provisions of Section 203 of the DGCL GCL and any other applicable state antitakeover statute or regulation such that none of the provisions of such Section 203 or any other "business combination," "moratorium," "control share" or other state antitakeover statute or regulation (x) prohibits or restricts the Company's ability to perform its obligations under this Agreement or its ability to consummate the Merger and the other transactions contemplated hereby, (y) would have the effect of invalidating or voiding this Agreement or any provision hereof, or (z) would subject Acquiror Parent to any material impediment or condition in connection with the exercise of any of its rights under this Agreement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Shared Technologies Fairchild Inc), Agreement and Plan of Merger (Shared Technologies Fairchild Inc)

State Antitakeover Statutes. The Company has granted all approvals --------------------------- and taken all other steps necessary to exempt the Merger and the other transactions contemplated hereby from the requirements and provisions of Section 203 of the DGCL GCL and any other applicable state antitakeover statute or regulation such that none of the provisions of such Section 203 or any other "business combination," "moratorium," "control share" or other state antitakeover statute or regulation (x) prohibits or restricts the Company's ability to perform its obligations under this Agreement or its ability to consummate the Merger and the other transactions contemplated hereby, (y) would have the effect of invalidating or voiding this Agreement or any provision hereof, or (z) would subject Acquiror Parent to any material impediment or condition in connection with the exercise of any of its rights under this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Intermedia Communications of Florida Inc)

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State Antitakeover Statutes. The Company has granted all approvals and taken all other steps necessary to exempt the Merger and the other transactions contemplated hereby from the requirements and provisions of Section 203 of the DGCL and any other applicable state antitakeover statute or regulation such that none of the provisions of such Section 203 or any other "business combination," "moratorium," "control share" or other state antitakeover statute or regulation (x) prohibits or restricts the Company's ability to perform its obligations under this Agreement or its ability to consummate the Merger and the other transactions contemplated hereby, (y) would have the effect of invalidating or voiding this Agreement any provision hereofAgreement, or (z) would subject Acquiror Parent or Newco to any material impediment or condition in connection with the exercise of any of its their respective rights under this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Intercargo Corp)

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