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.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Tellabs Inc), Agreement and Plan of Merger (Tellabs Inc), Agreement and Plan of Merger (Advanced Fibre Communications Inc)
State Takeover Statutes; Certain Charter Provisions. The Board of Directors of the Company has, to the extent such statutes are statute is applicable, taken all action (including appropriate approvals of the Board of Directors of the Company) necessary to exempt Parent, its Subsidiaries and AffiliatesSubsidiaries, their affiliates, the Merger, this Agreement, the Subsequent Merger, this Agreement Stockholder Agreements and the transactions contemplated hereby and thereby from Section 203 of the DGCL and Article EIGHTH of the Company CharterDGCL. To the Knowledge of the Company, no No other state takeover statutes or charter or bylaw provisions are applicable to the Merger and/or the Subsequent Merger, this Agreement or Agreement, the Stockholder Agreements and the transactions contemplated herebyhereby and thereby.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Cordiant Communications Group PLC /Adr), Agreement and Plan of Merger (Healthworld Corp)
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 CharterDGCL. 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.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Zamba Corp), Agreement and Plan of Merger (Technology Solutions Company)
State Takeover Statutes; Certain Charter Provisions. The Board of Directors of the Company has, to the extent such statutes are statute is applicable, taken all action (including appropriate approvals of the Board of Directors of the Company) necessary to exempt Parent, its Subsidiaries and AffiliatesSubsidiaries, their affiliates, the Merger, this Agreement, the Subsequent Merger, this Agreement Stockholder Agreements and the transactions contemplated hereby and thereby from Section 203 of the DGCL and Article EIGHTH of the Company CharterDGCL. To the Knowledge of the Company, no No other state takeover statutes or and no charter or bylaw provisions are applicable to the Merger and/or the Subsequent Merger, this Agreement or Agreement, the Stockholder Agreements and the transactions contemplated herebyhereby and thereby.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Floss Acquisitions Corp), Agreement and Plan of Merger (First Commonwealth Inc)
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 Affiliatesthe Company, the Merger, the Subsequent Merger, this Agreement and the transactions contemplated hereby and thereby from Section 203 of the DGCL and Article EIGHTH of the Company CharterDGCL. 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, or this Agreement or and the transactions contemplated herebyhereby or thereby.
Appears in 1 contract
State Takeover Statutes; Certain Charter Provisions. The Board of Directors of the Company has, to the extent such statutes are statute is applicable, taken all action (including appropriate approvals of the Board of Directors of the Company) necessary to exempt Parent, its Subsidiaries and Subsidiaries, their Affiliates, the Merger, this Agreement, the Subsequent Merger, this Agreement Stockholder Agreements and the transactions contemplated hereby and thereby from Section 203 of the DGCL and Article EIGHTH of the Company CharterDGCL. To the Knowledge of the Company, no No other state takeover statutes or and no charter or bylaw by-law provisions are applicable to the Merger and/or the Subsequent Merger, this Agreement or Agreement, the Stockholder Agreements and the transactions contemplated herebyhereby and thereby.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Cordiant Communications Group PLC /Adr)
