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 Common Stock by Buyer and the other transactions contemplated by this Agreement and the Merger Agreement, so that by the execution and delivery hereof (a) Buyer would become, or could reasonably be expected to become, an "Interested shareholder" with whom the Company would be prevented for any period pursuant to Section 607.0901 of the Corporation Law from engaging in any "Affiliated transaction" (as such terms are defined in Section 607.0901 of the Corporation Law) or (b) Section 607.0902 of the Corporation Law would be violated, then this Agreement shall be void and unenforceable until such time as such authorization and approval shall have been duly and validly obtained.

Appears in 3 contracts

Samples: Tender Agreement (Carrols Corp), Tender Agreement (Pollo Tropical Inc), Tender Agreement (Harris Larry J Et Al)

AutoNDA by SimpleDocs

Voidability. If 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 Buyer Parent and Purchaser and the other transactions contemplated by this Agreement and the Merger Agreement, so that by the execution and delivery hereof (a) Buyer Parent or Purchaser would become, or could reasonably be expected to become, an "Interested interested shareholder" with whom the Company would be prevented for any period pursuant to Section 607.0901 60.825 - 60.845 of the Corporation Law from engaging in any "Affiliated transactionbusiness combination" (as such terms are defined in Section 607.0901 60.825 of the Corporation Law) or (b) Section 607.0902 of the Corporation Law would be violated, then this Agreement shall be void and unenforceable until such time as such authorization and approval shall have been duly and validly obtained.

Appears in 3 contracts

Samples: S Agreement (SMC Corp), Shareholder's Agreement (Monaco Coach Corp /De/), S Agreement (SMC Corp)

Voidability. If If, prior to the execution hereofof this Agreement, 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 Buyer Parent and Purchaser and the other transactions contemplated by this Agreement and the Merger Agreement, so that by the execution and delivery hereof (a) Buyer of this Agreement, Parent or Purchaser would become, or could reasonably be expected to become, an "Interested interested shareholder" with whom the Company would be prevented for any period pursuant to Section 607.0901 490.1110 of the Corporation Law from engaging in any "Affiliated transactionbusiness combination" (as such terms are defined in Section 607.0901 490.1110 of the Corporation Law) or (b) Section 607.0902 of the Corporation Law would be violated, then this Agreement shall be void and unenforceable until such time as such authorization and approval shall have been duly and validly obtained.

Appears in 2 contracts

Samples: Shareholder's Agreement (Radisys Corp), Shareholder's Agreement (Radisys Corp)

AutoNDA by SimpleDocs

Voidability. If 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 Buyer Parent and Purchaser and the other transactions contemplated by this Agreement and the Merger Agreement, so that by the execution and delivery hereof (a) Buyer Parent or Purchaser would become, or could reasonably be expected to become, an "Interested interested shareholder" with whom the Company would be prevented for any period pursuant to Section 607.0901 60.825β€”60.845 of the Corporation Law from engaging in any "Affiliated transactionbusiness combination" (as such terms are defined in Section 607.0901 60.825 of the Corporation Law) or (b) Section 607.0902 of the Corporation Law would be violated, then this Agreement shall be void and unenforceable until such time as such authorization and approval shall have been duly and validly obtained.

Appears in 1 contract

Samples: 'S Agreement (Monaco Coach Corp /De/)

Time is Money Join Law Insider Premium to draft better contracts faster.