Takeover Provisions Inapplicable. As of the date hereof and at all times on or prior to the Effective Date, Section 203 of the DGCL and the Parent Rights are, and shall be, inapplicable to the Merger and the transactions contemplated by this Merger Agreement.
Takeover Provisions Inapplicable. RP agrees that it will not take any action to render Section 203 of the DGCL applicable to the Merger and the other transactions contemplated hereby, and CSI agrees that it will not take any action to render Sections 78.438 and 78.439 the NGCL applicable to (x) the acquisition of CSI Preferred Stock pursuant to the Merger or (y) the conversion of the CSI Preferred Stock into the CSI Common Stock.
Takeover Provisions Inapplicable. The Company shall (a) take all action (including, if required, redeeming all of the outstanding Company Rights or amending or terminating the Company Rights Agreement) so that the entering into of this Agreement nor the consummation of the transactions contemplated hereby shall not and will not result in the grant of any rights to any person under the Company Rights Agreement to purchase or receive additional shares of capital stock of the Company or enable or require the Company Rights to be exercised, distributed or triggered in any way and (b) take all action as may be necessary to render Article IX of the Company's Restated Certificate of Incorporation inapplicable to this Merger Agreement and the transactions contemplated hereby.
Takeover Provisions Inapplicable. The Restated Charter provides that Section 203 of the GCL is inapplicable to the Merger.
Takeover Provisions Inapplicable. Prior to the date of this Agreement, the Board of Directors of the Company has taken all requisite action to cause this Agreement and the transactions contemplated by this Agreement (including those contemplated by the Option Agreement) to be exempt from Section 203 of the Delaware Law. No other state takeover statute or similar statute or regulation applies to or purports to apply to this Agreement, the Option Agreement, the Merger or the other transactions contemplated by this Agreement or the Option Agreement.
Takeover Provisions Inapplicable. As of the date hereof and at all times on or prior to the Effective Date, the Rights Agreement dated as of November 11, 1994 by and between the Company and Continental Stock Transfer & Trust Company, as amended (the "Company Rights Agreement") is, and shall be, inapplicable to the Merger and the transactions contemplated by this Merger Agreement and the Company Stockholder Support Agreements and a "Distribution Date" as defined in the Company Rights Agreement has not occurred.
Takeover Provisions Inapplicable. As of the date hereof and at all times on or prior to the Effective Date, the Rights Agreement dated as of May 22, 1995 by and between Parent and U.S. Stock Transfer Corporation, as amended (the "Parent Rights Agreement") is, and shall be, inapplicable to the Merger and the transactions contemplated by this Merger Agreement and the Parent Stockholder Support Agreements and a "Distribution Date" as defined in the Parent Rights Agreement has not occurred.
Takeover Provisions Inapplicable. As of the date hereof and at all -------------------------------- times on or prior to the Effective Date, the restrictions of Sections 302A.671 of the Minnesota Law are, and shall be, inapplicable to the Merger and the transactions contemplated by this Agreement. Prior to the execution and approval of this Agreement, (i) the Board of Directors of the Company appointed a committee of one under Section 302A.673 Subd. 1(d) of the Minnesota Law (the "Committee"), (ii) the Committee reviewed the proposed business combination set forth in this Agreement, a proposed agreement between Xxxxxx X. Xxxxxxxx and Buyer whereby Xxxxxx X. Xxxxxxxx would agree to vote his shares in favor of the proposed merger (the "Agreement to Vote"), and a proposed proxy to be granted by Xxxxxx X. Xxxxxxxx to Buyer in connection therewith (the "Proxy") and (iii) the Committee, following such review, approved the Merger, the Agreement to Vote and the Proxy. The Company has not, and will not prior to the Effective Date, take any action which would cause the restrictions of Section 302A.673 of the Minnesota Law to become applicable to the Merger.
Takeover Provisions Inapplicable. As of the date hereof and at all times on or prior to the Effective Time, the restrictions of Section 203 of the DGCL are, and shall be, inapplicable to the Merger, this Agreement, the Stock Option Agreement, the Stockholder Support Agreement and the transactions contemplated by this Agreement.
Takeover Provisions Inapplicable. As of the date hereof and at all times thereafter, until and including the Effective Date, Section 912 of the New York Business Corporation Law (the "NYBCL") and the Parent Rights are, and shall be, inapplicable to the Merger and the transactions contemplated by this Merger Agreement.
