Common use of Voidability Clause in Contracts

Voidability. If prior to the execution hereof, the Board of Directors ----------- of Parent shall not have duly and validly authorized and approved by all necessary corporate action the Merger Agreement and the transactions contemplated thereby, so that by the execution and delivery hereof the Company would become, or could reasonably be expected to become, an "interested stockholder" with whom Parent would be prevented for any period pursuant to Section 203 of the DGCL from engaging in any "business combination" (as such terms are defined in Section 203 of 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 2 contracts

Samples: Parent Voting Agreement (Paragon Health Network Inc), Parent Voting Agreement (Apollo Investment Fund Iii Lp)

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Voidability. If prior to the execution hereof, the Board of Directors ----------- of Parent the Company shall not have duly and validly authorized and approved by all necessary corporate action the Merger Agreement and the transactions contemplated thereby, so that by the execution and delivery hereof the Company Parent would become, or could reasonably be expected to become, an "interested stockholder" with whom Parent the Company would be prevented for any period pursuant to Section 203 of the DGCL from engaging in any "business combination" (as such terms are defined in Section 203 of 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

Samples: Company Voting Agreement (Mariner Health Group Inc)

Voidability. If prior to the execution hereof, the Board of Directors ----------- of Parent shall not have duly and validly authorized and approved by all necessary corporate action the Merger Agreement and the transactions contemplated thereby, so that by the execution and delivery hereof the Company would become, or could reasonably be expected to become, an "interested stockholder" with whom Parent would be prevented for any period pursuant to Section 203 of the DGCL from engaging in any "business combination" (as such terms are defined in Section 203 of 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

Samples: Parent Voting Agreement (Mariner Health Group Inc)

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Voidability. If prior to the execution hereof, the Board of Directors ----------- of Parent the Company shall not have duly and validly authorized and approved by all necessary corporate action the Merger Agreement and the transactions contemplated thereby, so that by the execution and delivery hereof the Company Parent would become, or could reasonably be expected to become, an "interested stockholder" with whom Parent the Company would be prevented for any period pursuant to Section 203 of the DGCL from engaging in any "business combination" (as such terms are defined in Section 203 of 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

Samples: Company Voting Agreement (Paragon Health Network Inc)

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