State Takeover Statutes. The Company Board has, to the extent such statutes are applicable, taken all action (including appropriate approvals of the Company Board) necessary to render the provisions of §203 of the DGCL inapplicable to the Merger, this Agreement and the Transactions. To the knowledge of the Company, no other state takeover statute or similar charter or bylaw provisions are applicable to the Merger, this Agreement or the Transactions.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Reliance Steel & Aluminum Co), Agreement and Plan of Merger (Reliance Steel & Aluminum Co), Agreement and Plan of Merger (Jorgensen Earle M Co /De/)
State Takeover Statutes. The Board of Directors of the Company Board has, to the extent such statutes are applicable, taken all action (including appropriate approvals of the Company BoardBoard of Directors of the Company) necessary to render the provisions of §Section 203 of the DGCL inapplicable to the Merger, this Agreement Agreement, the Stockholder Agreements and the Transactionstransactions contemplated hereby and thereby. To the knowledge Knowledge of the Company, no other state takeover statute or similar charter or bylaw provisions statutes are applicable to the Merger, this Agreement or Agreement, the TransactionsStockholder Agreements and the transactions contemplated hereby and thereby.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Eloquent Inc), Agreement and Plan of Merger (Reid Clifford A)
State Takeover Statutes. The Company Board has, to the extent such statutes are applicable, has taken all action (including appropriate approvals of the Company Board) actions necessary to render so that the provisions of §Section 203 of the DGCL inapplicable are not applicable to this Agreement, the MergerVoting Agreement, this Agreement the Merger and the Transactionsother transactions contemplated hereby or thereby. To No other “takeover”, “moratorium”, “fair price”, “control share” or other anti-takeover regulations enacted under state Laws in the knowledge of United States or in the Company, no other state takeover statute Company Charter or similar charter or bylaw provisions Company Bylaws are applicable to this Agreement, the MergerVoting Agreement, this Agreement or the TransactionsMerger and the other transactions contemplated hereby and thereby.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ntelos Holdings Corp.), Agreement and Plan of Merger (Shenandoah Telecommunications Co/Va/)
State Takeover Statutes. The Company Board has, to the extent such statutes are applicable, has taken all action (including appropriate approvals of actions such that the Company Board) necessary to render the provisions of §restrictions contained in Section 203 of the DGCL inapplicable applicable to a "business combination" (as defined in Section 203 of the MergerDGCL) shall not apply to this Agreement, this the Bank Merger Agreement, the Voting Agreement and or any of the Contemplated Transactions. To the knowledge of the Company, no No other state takeover statute or similar charter statute or bylaw provisions are applicable regulation applies to this Agreement, the MergerBank Merger Agreement, this the Voting Agreement or any of the Contemplated Transactions.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Centrue Financial Corp), Agreement and Plan of Merger (Midland States Bancorp, Inc.)
State Takeover Statutes. (a) The Company Board has, to the extent such statutes are applicable, has taken all action (including appropriate approvals of the Company Board) necessary to render the provisions of §all potentially applicable anti-takeover statutes or regulations (including Section 203 of the DGCL DGCL) and any similar provisions in the Company’s certificate of incorporation or bylaws inapplicable to the Merger, this Agreement and the Transactions. To the knowledge of the Company, no other state takeover statute or similar charter or bylaw provisions are applicable to the Merger, transactions contemplated by this Agreement or the TransactionsAgreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Fitbit, Inc.), Agreement and Plan of Merger (Tumi Holdings, Inc.)
State Takeover Statutes. The Company Board has, to the extent such statutes are applicable, has taken all action (including appropriate approvals of the Company Board) necessary to render the provisions of §203 of the DGCL inapplicable to the Mergeractions so that no “fair price,”“moratorium,” “control share acquisition”, this Agreement and the Transactions. To the knowledge of the Company, no “business combination” or other state similar anti-takeover statute or similar charter regulation enacted under state or bylaw provisions are federal laws in the United States (including any such statute or regulation under the DGCL) applicable to the Merger, Company shall be applicable to the Merger or the other Transactions. No state takeover or other similar statute or regulation is applicable to the Merger or this Agreement (including any amendments hereto) or the Transactionsother transactions contemplated by this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (National Home Health Care Corp), Agreement and Plan of Merger (National Home Health Care Corp)
State Takeover Statutes. The adoption and approval by the Company Board hasof this Agreement, to the extent such statutes are applicable, taken Merger and the other Transactions represents all the action (including appropriate approvals of the Company Board) necessary to render inapplicable to this Agreement, the Merger and the other Transactions, the provisions of §Section 203 of the DGCL inapplicable to the Mergerextent, if any, such Section would otherwise be applicable to this Agreement Agreement, the Merger and the Transactions. To the knowledge of the Company, no other state takeover statute or similar charter or bylaw provisions are applicable to the Merger, this Agreement or the Transactions.
Appears in 2 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Black Box Corp)
State Takeover Statutes. The Company Board has, to the extent such statutes are applicable, taken all action (including appropriate approvals of the Company Board) necessary to render the business combination provisions of §Section 203 of the DGCL inapplicable to the Merger, this Agreement and the Transactionstransactions contemplated hereby. To the knowledge Knowledge of the Company, no other state takeover statute or similar charter or bylaw provisions are applicable to the Merger, this Agreement or the Transactionstransactions contemplated hereby.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Great American Financial Resources Inc)
State Takeover Statutes. The Board of Directors of the Company Board has, to the extent such statutes are applicable, taken all action (including appropriate approvals of the Company Board) necessary so to render the provisions of §Section 203 of the DGCL inapplicable to the MergerOffer, the Merger and the Stockholder Agreements and the consummation of the transactions contemplated by this Agreement and the TransactionsStockholder Agreements. To the knowledge As of the Companydate hereof, no other state takeover statute or similar charter or bylaw provisions are applicable to the Offer, the Merger, this Agreement or Agreement, the TransactionsStockholder Agreements and the transactions contemplated hereby and thereby.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Lowrance Electronics Inc)
State Takeover Statutes. The Board of Directors of the ----------------------- Company Board has, to the extent such statutes are statute is applicable, taken all action (including appropriate approvals of the Company Board) necessary so to render the provisions of §Section 203 of the DGCL inapplicable to the Merger and the consummation of the transactions contemplated by this Agreement. No other state takeover statute is applicable to the Merger, this Agreement and the Transactions. To the knowledge of the Company, no other state takeover statute or similar charter or bylaw provisions are applicable to the Merger, this Agreement or the Transactionstransactions contemplated hereby.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Panchos Mexican Buffet Inc /De)
State Takeover Statutes. The (i) Assuming the accuracy of the representations in Section 5.7, the Company Board has, to the extent such statutes are applicable, has taken all action (including appropriate approvals of the Company Board) necessary to render the provisions of §Section 203 of the DGCL DGCL, and any similar provisions in the Company Governing Documents or any other Takeover Statute, inapplicable to the Mergerthis Agreement, this Agreement and the Transactions. To the knowledge of the Company, Transactions and (ii) no other state takeover statute or similar charter or bylaw provisions are Takeover Statute is applicable to the Merger, this Agreement or the Transactions, including the Offer and the Merger.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Repros Therapeutics Inc.)
State Takeover Statutes. The Board of Directors of the Company Board has, to the extent such statutes are statute is applicable, taken all action (including appropriate approvals of the Company Board) necessary so to render the provisions of §Section 203 of the DGCL inapplicable to the MergerOffer, the Merger and the Stockholder Agreements and the consummation of the transactions contemplated by this Agreement and the TransactionsStockholder Agreements. To the knowledge of the Company, no No other state takeover statute or similar charter or bylaw provisions are is applicable to the Offer, the Merger, this Agreement or Agreement, the TransactionsStockholder Agreements and the transactions contemplated hereby and thereby.
Appears in 1 contract
