Common use of Voidability Clause in Contracts

Voidability. If prior to the execution hereof, the Board of Directors of the Company shall not have duly and validly authorized and approved by all necessary corporate action the acquisition of Company Common Stock by Parent and Purchaser and the other transactions contemplated by this Agreement and the Merger Agreement, so that by the execution and delivery hereof Parent or Purchaser would become, or could reasonably be expected to become, an "Interested Stockholder" with whom the Company would be prevented for any period pursuant to Section 203 of the Corporation Law from engaging in any "Affiliated transaction" (as such terms are defined in Section 203 of the Corporation Law), then this Agreement shall be void and unenforceable until such time as such authorization and approval shall have been duly and validly obtained.

Voidability. If prior to the execution hereof, the Board board of Directors directors of the Company shall not have duly and validly authorized and approved by all necessary corporate action the acquisition of Company Common Stock by Parent and Purchaser and the other transactions contemplated by this Agreement and the Merger Agreement, so that by the execution and delivery hereof Parent or Purchaser would become, or could reasonably be expected to become, an "Interested Stockholderinterested stockholder" with whom the Company would be prevented for any period pursuant to Section 203 of the Delaware General Corporation Law from engaging in any "Affiliated affiliated transaction" (as such terms are defined in Section 203 of the Delaware General Corporation Law), then this Agreement shall be void and unenforceable until such time as such authorization and approval shall have been duly and validly obtained.

Voidability. If prior to the execution hereof, the Board of Directors of the Company shall not have duly and validly authorized and approved by all necessary corporate action the acquisition of Company Common Stock by Parent ESP and Purchaser Sub and the other transactions contemplated by this Agreement and the Merger Agreement, so that by the execution and delivery hereof Parent ESP or Purchaser Sub would become, or could reasonably be expected to become, an "Interested Stockholderinterested stockholder" with whom the Company would be prevented for any period pursuant to Section 203 of the Delaware General Corporation Law (the "DGCL") from engaging in any "Affiliated transactionbusiness combination" (as such terms are defined in Section 203 of the Corporation LawDGCL), then this Agreement shall be void and unenforceable until such time as such authorization and approval shall have been duly and validly obtained.

Voidability. If prior to the execution hereof, the Board of Directors of the Company shall not have duly and validly authorized and approved by all necessary corporate action the acquisition of Company Common Stock by Parent and Purchaser Sub and the other transactions contemplated by this Agreement and the Merger Agreement, so that by the execution and delivery hereof Parent or Purchaser Sub would become, or could reasonably be expected to become, an "Interested Stockholdershareholder" with whom the Company would be prevented for any period pursuant to Section 203 607.0901 of the Corporation Law from engaging in any "Affiliated transaction" (as such terms are defined in Section 203 607.0901 of the Corporation Law), ) then this Agreement shall be void and unenforceable until such time as such authorization and approval shall have been duly and validly obtained.

Voidability. If prior to the execution hereof, the Board of Directors of the Company shall not have duly and validly authorized and approved by all necessary corporate action the acquisition of Company Common Stock by Parent and Purchaser and the other transactions contemplated by this Agreement and the Merger Agreement, so that by the execution and delivery hereof Parent or Purchaser would become, or could reasonably be expected to become, an "Interested Stockholdershareholder" with whom the Company would be prevented for any period pursuant to Section 203 60.825 - 60.845 of the Corporation Law from engaging in any "Affiliated transaction" (as such terms are defined in Section 203 60.825 of the Corporation Law), ) then this Agreement shall be void and unenforceable until such time as such authorization and approval shall have been duly and validly obtained.