Common use of State Takeover Statutes; Approvals Clause in Contracts

State Takeover Statutes; Approvals. The Board of Directors of MCI WorldCom has approved and recommended the terms of this Agreement and the consummation of the Merger and the other transactions contemplated hereby (including the amendments to MCI WorldCom's articles of incorporation contemplated hereby) and such approval of the Board of Directors of MCI WorldCom constitutes approval of the Merger and the other transactions contemplated hereby (including the amendments to MCI WorldCom's articles of incorporation contemplated hereby) by the Board of Directors of MCI WorldCom to the extent applicable under Article Eleven of MCI WorldCom's articles of incorporation and represents all the action necessary to ensure that Article Eleven of MCI WorldCom's articles of incorporation does not apply to Sprint in connection with the Merger and the other transactions contemplated hereby. No Georgia or Kansas state takeover statute (including Section 14-2-1110 et seq. and Section 14-2-1131 et seq. of the GBCC) is applicable to MCI WorldCom in connection with this Agreement, the Merger or the other transactions contemplated by this Agreement. Other than those that have been made prior to the date hereof, no approval or determination of the Board of Directors of MCI WorldCom or any committee thereof is required with respect to any class or series of MCI WorldCom Capital Stock or under MCI WorldCom's articles of incorporation or by-laws to approve this Agreement or any of the transactions contemplated hereby.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Mci Worldcom Inc), Agreement and Plan of Merger (Mci Worldcom Inc), Agreement and Plan of Merger (Sprint Corp)

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State Takeover Statutes; Approvals. The Each of the Board of Directors of MCI WorldCom Sprint (including the disinterested directors thereof) and the Capital Stock Committee of such Board of Directors has approved and recommended the terms of this Agreement and the consummation of the Merger and the other transactions contemplated hereby (including the amendments to MCI WorldCom's articles of incorporation contemplated hereby) by this Agreement and such approval of the Board of Directors of MCI WorldCom Sprint constitutes approval of the Merger and the other transactions contemplated hereby (including the amendments to MCI WorldCom's articles of incorporation contemplated hereby) by this Agreement by the Board of Directors of MCI WorldCom Sprint to the extent applicable under the provisions of Section 17-1286 et seq. and Section 17-12,100 et seq. of the KGCC and Article Eleven Seventh of MCI WorldComSprint's articles of incorporation and represents all the action necessary to ensure that Section 17-1286 et seq. and Section 17-12,100 et seq. of the KGCC and Article Eleven Seventh of MCI WorldComSprint's articles of incorporation does do not apply to Sprint MCI WorldCom in connection with the Merger and the other transactions contemplated herebyby this Agreement. No other Kansas or Georgia or Kansas state takeover statute (including Section 14-2-1110 et seq. and Section 14-2-1131 et seq. of the GBCC) is applicable to MCI WorldCom Sprint in connection with this Agreement, the Merger or the other transactions contemplated by this Agreementhereby. Other than those that have been made prior to the date hereof, no approval or determination of the Board of Directors of MCI WorldCom Sprint or any committee thereof is required with respect to any class or series of MCI WorldCom Sprint Capital Stock or under MCI WorldComSprint's articles of incorporation or incorporation, by-laws or governance policies to approve this Agreement or any of the transactions contemplated hereby.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Sprint Corp), Agreement and Plan of Merger (Mci Worldcom Inc)

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State Takeover Statutes; Approvals. The Each of the Board of Directors of MCI WorldCom Sprint (including the disinterested directors thereof) and the Capital Stock Committee of such Board of Directors has approved and recommended the terms of this Agreement and the consummation of the Merger and the other transactions contemplated hereby (including the amendments to MCI WorldCom's articles of incorporation contemplated hereby) by this Agreement and such approval of the Board of Directors of MCI WorldCom Sprint constitutes approval of the Merger and the other transactions contemplated hereby (including the amendments to MCI WorldCom's articles of incorporation contemplated hereby) by this Agreement by the Board of Directors of MCI WorldCom Sprint to the extent applicable under the provisions of Section 17-1286 et seq. and Section 17-12,100 et seq. of the KGCC and Article Eleven Seventh of MCI WorldComSprint's articles of incorporation and represents all the action necessary to ensure that Section 17-1286 et seq. and Section 17-12,100 et seq. of the KGCC and Article Eleven Seventh of MCI WorldComSprint's articles of incorporation does do not apply to Sprint MCI WorldCom in connection with the Merger and the other transactions contemplated herebyby this Agreement. No other Kansas or Georgia or Kansas state takeover statute (including Section 14-2-1110 et seq. and Section 14-2-1131 et seq. of the GBCC) is applicable to MCI WorldCom Sprint in connection with this Agreement, the Merger or the other transactions contemplated by this Agreementhereby. Other than those that have been made prior to the date hereof, no approval or determination of the Board of Directors of MCI WorldCom Sprint or any committee thereof is required with respect to any class or series of MCI WorldCom Sprint Capital Stock or under MCI WorldComSprint's articles of incorporation incorporation, Bylaws or by-laws governance policies to approve this Agreement or any of the transactions contemplated hereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Mci Worldcom Inc)

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