Voidability. If prior to the execution hereof, the Board of Directors of the Company shall not have duly and validly authorized and approved this Agreement, the Merger Agreement and the transactions contemplated hereby and thereby, so that the execution and delivery hereof by Parent, US Parent or Purchaser would trigger the provisions of Section 203 of the Delaware General Corporation Law (the "DGCL"), 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 4 contracts
Samples: Stockholder Agreement (C Ats Software Inc), Stockholders Agreement (Misys PLC), Stockholder Agreement (Misys PLC)
Voidability. If prior to the execution hereof, the Board of - ----------- Directors of the Company shall not have duly and validly authorized and approved this Agreement, the Merger Agreement and the transactions contemplated hereby and thereby, so that the execution and delivery hereof by Parent, US Parent Purchaser or Purchaser Merger Sub would trigger the provisions of Section 203 of the Delaware General Corporation Law (the "DGCL"), 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
Voidability. If prior to the execution hereof, the Board of Directors of the Company shall not have duly and validly authorized and approved this Agreementby all necessary corporate action, the Merger Agreement and the transactions contemplated hereby and thereby, so that by the execution and delivery hereof by Parent, US Parent or Purchaser Sub would trigger become, or could reasonably be expected to become an "interested stockholder" within the provisions meaning of Section 203 of the Delaware General Corporation Law (the "DGCL"), 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
