State Takeover Statutes; Certain Charter Provisions. The Board of Directors of the Company has, to the extent such statutes are applicable, taken all action (including appropriate approvals of the Board of Directors of the Company) necessary to exempt Parent, its Subsidiaries and Affiliates, the Merger, the Subsequent Merger, this Agreement and the transactions contemplated hereby from Section 203 of the DGCL and Article EIGHTH of the Company Charter. To the Knowledge of the Company, no other state takeover statutes or charter or bylaw provisions are applicable to the Merger and/or the Subsequent Merger, this Agreement or the transactions contemplated hereby.
State Takeover Statutes; Certain Charter Provisions. No state of Michigan takeover statutes or charter or bylaw provisions will prevent the Merger or this Merger Agreement and the transactions contemplated hereby or thereby.
State Takeover Statutes; Certain Charter Provisions. Prior to the date hereof, the Board of Directors of the Company has approved this Agreement and the Merger and the other transactions contemplated hereby, and such approval is sufficient to render inapplicable to the Merger the provisions of Title 35 of the South Carolina Code and the provisions of Article 9(j) of the Company's Articles of Incorporation.
State Takeover Statutes; Certain Charter Provisions. The Board of Directors of the Company has, to the extent such statutes are applicable, taken all action (including appropriate approvals of the Board of Directors of the Company) necessary to exempt the Company, the Subsidiaries and affiliates, the Merger, this Merger Agreement and the transactions contemplated hereby and thereby from Section 203 of Delaware Law. To the knowledge of the Company, no other state takeover statutes or charter or bylaw provisions are applicable to the Merger or this Merger Agreement and the transactions contemplated hereby or thereby.
State Takeover Statutes; Certain Charter Provisions. The Board of Directors of the Company has, to the extent such statutes are applicable, taken all action (including appropriate approvals of the Board of Directors of the Company) necessary to exempt Parent, its Subsidiaries and affiliates, the Merger, this Agreement, the Stock Option Agreement, the Stockholder Agreements and the transactions contemplated hereby and thereby from Section 203 of the DGCL. To the Knowledge of the Company, no other state takeover statutes or charter or bylaw provisions are applicable to the Merger, this Agreement, the Stock Option Agreement, the Stockholder Agreements and the transactions contemplated hereby and thereby.
State Takeover Statutes; Certain Charter Provisions. Company has taken all action (including appropriate approvals of the Board of Directors of Company) necessary to exempt GWBI, its Subsidiaries and Affiliates, the Merger, the Bank Merger, this Agreement, the Stockholder Voting Agreements and the transactions contemplated hereby and thereby from the requirements of any “fair price,” “business combination,” “moratorium,” “control share acquisition” statute or other similar anti-takeover Law, or any takeover provision in Company Certificate of Incorporation or Company Bylaws.
State Takeover Statutes; Certain Charter Provisions. The Company has taken all action (including appropriate approvals of the Board of Directors of the Company) necessary to exempt Parent, its Subsidiaries and Affiliates, the Merger, this Agreement, the Shareholder Agreements and the transactions contemplated hereby and thereby from the requirements of any “fair price,” “business combination,” “moratorium,” “control share acquisition” statute or other similar anti-takeover Law, or any takeover provision in the Company Charter or the Company Bylaws.
State Takeover Statutes; Certain Charter Provisions. The Board of Directors of the Company has, to the extent such statutes are applicable, taken all action (including appropriate approvals of the Board of Directors of the Company) necessary to exempt Parent, its Subsidiaries and affiliates, the Merger, this First Amendment, the Stock Option Agreement, as amended, and the transactions contemplated by the Merger Agreement, as amended hereby, from Section 203 of the DGCL. To the Knowledge of the Company, no other state takeover statutes or charter or bylaw provisions are applicable to the Merger, this First Amendment, the Stock Option Agreement, as amended, and the transactions contemplated by the Merger Agreement, as amended hereby.
State Takeover Statutes; Certain Charter Provisions. The Board of Directors of the Company has approved this Agreement, the Stock Option Agreement, the Support Agreement, the Merger and the other transactions contemplated hereby and thereby, and such approval is sufficient to render inapplicable to the Merger the provisions of Section 351.459 of the MGBCL. The Board of Directors has also amended the By-Laws of the Company to add a provision stating that Section 351.407 of the MGBCL (which related to "control share acquisitions" as defined in Section 351.015(4) of the MGBCL) does not apply to control share acquisitions of the Company. Such By-Law amendment is sufficient to render the provisions of Section 351.407 of the MGBCL inapplicable to the Shares acquired in the Offer or pursuant to the Option Agreement, and to Shares subject to the Support Agreement.
State Takeover Statutes; Certain Charter Provisions. The Board of Directors of the Company has, to the extent such statutes are applicable, taken all action (including appropriate approvals of the Board of Directors of the Company) necessary to exempt Parent, its Subsidiaries and Affiliates, the Merger, this Agreement and the transactions contemplated hereby from Section 203 of the DGCL. The Board of Directors of the Company has taken all action (including appropriate approvals of the Board of Directors of the Company) necessary to exempt or render inapplicable the provisions of Article NINTH of the Company Charter with respect to Parent, its Subsidiaries and Affiliates, the Merger, the Subsequent Merger and the other transactions contemplated by this Agreement, and to the Knowledge of the Company, no other state takeover statutes or charter or bylaw provisions are applicable to the Merger and/or the Subsequent Merger, this Agreement or the transactions contemplated hereby.
