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 shareholder" with whom the Company would be prevented for any period pursuant to Section 60.825 - 60.845 of the Corporation Law from engaging in any "business combination" (as such terms are defined in Section 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.
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 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 Buyer and the other transactions contemplated by this Agreement and the Merger Agreement, so that by the execution and delivery hereof Parent or Purchaser (a) Buyer 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 60.825 - 60.845 607.0901 of the Corporation Law from engaging in any "business combinationAffiliated transaction" (as such terms are defined in Section 60.825 607.0901 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 (Harris Larry J Et Al), Tender Agreement (Pollo Tropical Inc)
Voidability. 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 Parent and Purchaser and the other transactions contemplated by this Agreement and the Merger Agreement, so that by the execution and delivery hereof of this Agreement, Parent or Purchaser 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 60.825 - 60.845 490.1110 of the Corporation Law from engaging in any "business combination" (as such terms are defined in Section 60.825 490.1110 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.
Appears in 2 contracts
Samples: Shareholder's Agreement (Radisys Corp), Shareholder's Agreement (Radisys Corp)
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 shareholder" with whom the Company would be prevented for any period pursuant to Section 60.825 - 60.845 60.825β60.845 of the Corporation Law from engaging in any "business combination" (as such terms are defined in Section 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.
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