Common use of Takeover Statute Clause in Contracts

Takeover Statute. The Board of Directors of the Company has approved this Agreement and the transactions contemplated hereby and, assuming the accuracy of Parent's representation and warranty contained in Section 4.12, such approval constitutes approval of the Merger and the other transactions contemplated hereby by the Board of Directors of the Company under the provisions of Section 203 of the DGCL such that Section 203 of the DGCL does not apply to this Agreement and the transactions contemplated hereby. To the knowledge of the Company, no other state takeover statute is applicable to the Merger or the other transactions contemplated hereby.

Appears in 4 contracts

Samples: Merger Agreement (Clear Channel Communications Inc), Merger Agreement (Universal Outdoor Holdings Inc), Merger Agreement (Jacor Communications Inc)

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Takeover Statute. The Board of Directors of the Company has approved this Agreement, the Parent Option Agreement and the Company Option Agreement and the transactions contemplated hereby and thereby and, assuming the accuracy of Parent's and Sub's representation and warranty contained in Section 4.124.19, such approval constitutes approval of the Merger and the other transactions contemplated hereby by the such Board of Directors of the Company under the provisions of Section 203 of the DGCL GCL such that Section 203 of the DGCL GCL does not apply to this Agreement and the transactions contemplated hereby. To the knowledge of the Company, no other state takeover statute is applicable to the Merger or the other transactions contemplated hereby.

Appears in 3 contracts

Samples: Merger Agreement (Acxiom Corp), Merger Agreement (Acxiom Corp), Merger Agreement (May & Speh Inc)

Takeover Statute. The Board of Directors of the Company has unanimously approved this Agreement and the Stock Voting Agreement and the transactions contemplated hereby and thereby and, assuming the accuracy of Parent's the representation and warranty contained in Section 4.124.05, such approval constitutes approval of the Merger and the other transactions contemplated hereby by the Board of Directors of the Company under the provisions of Section 203 of the DGCL such that Section 203 of the DGCL does not apply to this Agreement and the transactions contemplated hereby. To the knowledge of the Company, no other state takeover statute is applicable to the Merger or the other transactions contemplated hereby.

Appears in 2 contracts

Samples: Merger Agreement (Capricorn Investors Iii L P), Merger Agreement (Tcby Enterprises Inc)

Takeover Statute. The Board of Directors of the Company has approved this Agreement and the transactions contemplated hereby and, assuming the accuracy of Parent's the representation and warranty contained in Section 4.12, such approval constitutes approval of the Merger and the other transactions contemplated hereby by the Board of Directors of the Company under the provisions of Section 203 of the DGCL such that Section 203 of the DGCL does not apply to this Agreement and the transactions contemplated hereby. To the knowledge of the Company, no other state takeover statute is applicable to the Merger or the other transactions contemplated hereby.

Appears in 2 contracts

Samples: Merger Agreement (360 Communications Co), Merger Agreement (Alltel Corp)

Takeover Statute. The Board of Directors of the Company has approved this Agreement and the transactions contemplated hereby and, assuming the accuracy of Parent's representation and warranty contained in Section 4.12, such approval constitutes approval of the Merger and the other transactions contemplated hereby by the Board of Directors of the Company under the provisions of Section 203 of the DGCL such that Section 203 of the DGCL does not apply to this Agreement and the transactions contemplated hereby. To the knowledge Knowledge of the Company, no other state takeover statute is applicable to the Merger or the other transactions contemplated hereby.

Appears in 2 contracts

Samples: Merger Agreement (Amfm Inc), Merger Agreement (Clear Channel Communications Inc)

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Takeover Statute. The Board of Directors of the Company has approved this Agreement and the transactions contemplated hereby (including the execution and delivery of the Voting Agreement) and, assuming the accuracy of Parent's representation and warranty contained in Section 4.12, such approval constitutes approval of the Merger and the other transactions contemplated hereby (including the execution and delivery of the Voting Agreement) by the Board of Directors of the Company under the provisions of Section 203 of the DGCL such that Section 203 of the DGCL does not apply to this Agreement and the transactions contemplated hereby. To the knowledge Knowledge of the Company, no other state takeover statute is applicable to the Merger or the other transactions contemplated hereby.

Appears in 2 contracts

Samples: Merger Agreement (Clear Channel Communications Inc), Merger Agreement (Ackerley Group Inc)

Takeover Statute. The Board of Directors of the ---------------- Company has approved this Agreement, the Parent Option Agreement and the Company Option Agreement and the transactions contemplated hereby and thereby and, assuming the accuracy of Parent's and Sub's representation and warranty contained in Section 4.124.19, such approval constitutes approval of the Merger and the other transactions contemplated hereby by the such Board of Directors of the Company under the provisions of Section 203 of the DGCL GCL such that Section 203 of the DGCL GCL does not apply to this Agreement and the transactions contemplated hereby. To the knowledge of the Company, no other state takeover statute is applicable to the Merger or the other transactions contemplated hereby.

Appears in 1 contract

Samples: Merger Agreement (May & Speh Inc)

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