State Takeover Statutes. Subject to the accuracy of the representations and warranties of Parent and Merger Sub set forth in Section 4.13, the Company Board of Directors has taken all action necessary to render inapplicable to this Agreement and the transactions contemplated by this Agreement all potentially applicable anti-takeover statutes or regulations of the DGCL (including Section 203 thereof and any similar provisions in the Company’s certificate of incorporation or bylaws).
Appears in 3 contracts
Samples: Merger Agreement, Merger Agreement (Dollar Tree Inc), Merger Agreement (Family Dollar Stores Inc)
State Takeover Statutes. Subject to the accuracy of Assuming that the representations and warranties of Parent and Merger Sub set forth in Section 4.134.8 are true, accurate and correct, the Company Board of Directors of the Company has taken all action necessary to render inapplicable to this Agreement and actions so that the transactions contemplated by this Agreement all potentially applicable anti-takeover statutes or regulations restrictions on business combinations set forth in Section 203 of the DGCL (including Section 203 thereof and any other similar provisions in applicable “anti-takeover” law will not be applicable to the Company’s certificate of incorporation or bylaws)Merger.
Appears in 2 contracts
Samples: Merger Agreement (Healthequity, Inc.), Merger Agreement (Wageworks, Inc.)
State Takeover Statutes. Subject to Assuming the accuracy of the Parent’s representations and warranties in the first sentence of Parent and Merger Sub set forth in Section 4.135.14, (i) the Company Board of Directors has taken all action necessary to render inapplicable to this Agreement and the transactions contemplated by this Agreement all potentially applicable anti-takeover statutes or regulations Transactions Section 203 of the DGCL (including Section 203 thereof and any similar provisions in the Company Governing Documents or any other Takeover Statute and (ii) to the knowledge of the Company’s certificate of incorporation or bylaws), no other Takeover Statute is applicable to the Transactions.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Homeaway Inc), Agreement and Plan of Reorganization (Expedia, Inc.)
State Takeover Statutes. Subject to the accuracy of Assuming that the representations and warranties of Parent and Merger Sub set forth Purchaser contained in Section 4.134.6 hereof are accurate, the Company Board of Directors has taken all action necessary actions so that the restrictions on business combinations set forth in Section 203 of the DGCL and, to render inapplicable the Knowledge of the Company, any other similar applicable law are not applicable to this Agreement and the transactions contemplated by this Agreement all potentially applicable anti-takeover statutes or regulations of hereby, including the DGCL (including Section 203 thereof Offer and any similar provisions in the Company’s certificate of incorporation or bylaws)Merger.
Appears in 2 contracts
Samples: Merger Agreement (Tb Woods Corp), Merger Agreement (Altra Holdings, Inc.)
State Takeover Statutes. Subject to Assuming the accuracy of the Parent’s representations and warranties in the first sentence of Parent and Merger Sub set forth in Section 4.135.9, (i) the Company Board of Directors has taken all action necessary to render inapplicable to this Agreement and the transactions contemplated by this Agreement all potentially applicable anti-takeover statutes or regulations Transactions Section 203 of the DGCL (including Section 203 thereof and any similar provisions in the Company Governing Documents or any other Takeover Statute (to the extent it has authority under such other Takeover Statutes) and (ii) to the knowledge of the Company’s certificate of incorporation or bylaws), no other Takeover Statute is applicable to the Transactions.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (On Semiconductor Corp), Agreement and Plan of Merger (Fairchild Semiconductor International Inc)
State Takeover Statutes. Subject to Assuming the accuracy of the Parent’s representations and warranties in the first sentence of Parent and Merger Sub set forth in Section 4.135.15, (i) the Company Board of Directors has taken all action necessary to render inapplicable to this Agreement and the transactions contemplated by this Agreement all potentially applicable anti-takeover statutes or regulations Transactions Section 203 of the DGCL (including Section 203 thereof and any similar provisions in the Company Governing Documents or any other Takeover Statute and (ii) to the knowledge of the Company’s certificate of incorporation or bylaws), no other Takeover Statute is applicable to the Transactions.
Appears in 1 contract
State Takeover Statutes. Subject to the accuracy of the representations and warranties of Parent and Merger Sub set forth in Section 4.134.16, the Company Board of Directors has taken all action necessary to render inapplicable to this Agreement and the transactions contemplated by this Agreement all potentially applicable anti-takeover statutes or regulations of the DGCL (including Section 203 thereof and any similar provisions in the Company’s 's certificate of incorporation or bylaws).
Appears in 1 contract
State Takeover Statutes. Subject to Assuming the accuracy of the representations and warranties of Parent and Merger Sub set forth in Section 4.134.098, the Company Board of Directors has taken all action necessary to render inapplicable to this Agreement and the transactions contemplated by this Agreement all potentially applicable anti-takeover statutes or regulations the restrictions on business combinations and voting requirements contained in Section 203 of the DGCL (including Section 203 thereof and any similar provisions in the Company’s certificate of incorporation or bylaws)DGCL.
Appears in 1 contract
Samples: Merger Agreement (Amber Road, Inc.)
State Takeover Statutes. Subject to the accuracy of the representations and warranties of Parent and Merger Sub set forth in Section 4.134.16, the Company Board of Directors has taken all action necessary to render inapplicable to this Agreement and the transactions contemplated by this Agreement all potentially applicable anti-takeover statutes or regulations of the DGCL (including Section 203 thereof and any similar provisions in the Company’s certificate of incorporation or bylaws).
Appears in 1 contract
Samples: Merger Agreement (Conversant, Inc.)
State Takeover Statutes. Subject to Assuming the accuracy of the representations and warranties of Parent and Merger Sub set forth in Section 4.135.10, the Company Board of Directors has taken all action such actions and votes as are necessary to render the provisions of any Takeover Law, including Section 203 of the DGCL, inapplicable to this Agreement and Agreement, the transactions Offer, the Top-Up, the Merger and/or any other transaction contemplated by this Agreement all potentially applicable anti-takeover statutes or regulations of the DGCL (including Section 203 thereof and any similar provisions in the Company’s certificate of incorporation or bylaws)Agreement.
Appears in 1 contract
Samples: Merger Agreement (Talbots Inc)