DGCL Section 203 definition

DGCL Section 203 has the meaning set forth in Section 3.02(a) hereof.
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DGCL Section 203 shall have the meaning set forth in Section 3.2.
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DGCL Section 203. Any transaction or series of transactions in which Purchaser or any of its Affiliates may become "interested stockholders" (as defined in Section 203 of the Delaware General Corporation Law) which transaction or series of transactions do not violate the terms of this Agreement or the Standstill Agreement are authorized and approved effective at the Closing by the Board of Directors of the Company for the purposes of Section 203 of the Delaware General Corporation Law.
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Examples of DGCL Section 203 in a sentence

  • In section 3.3, I review prominent studies on learning to teach and discuss the most important recurrent themes which characterise this body of research and which will be closely relevant throughout the whole study.

  • The Board of Directors of each of American and Merger Sub has approved this Agreement and the transactions contemplated hereby as required to render inapplicable to such agreements and transactions DGCL Section 203, to the extent applicable.

  • The Board of Directors of SafeStitch has approved this Agreement and the transactions contemplated hereby as required to render inapplicable to such agreements and transactions DGCL Section 203, to the extent applicable.

  • The Board of Directors has approved the entry by the Company into this Agreement and has approved the consummation of the transactions contemplated by the Transaction Agreements for all purposes under the DGCL, including for purposes of paragraph (a)(1) of Section 203 of the DGCL ("DGCL Section 203").

  • The Board of Directors of TransEnterix has approved this Agreement and the transactions contemplated hereby as required to render inapplicable to such agreements and transactions DGCL Section 203, to the extent applicable.

  • The Board of Directors of US Airways has approved this Agreement and the transactions contemplated hereby as required to render inapplicable to such agreements and transactions DGCL Section 203, to the extent applicable.

  • Using just 2016GB price data and ignoring scarcity prices above e100/MWh a linear estimate is closer to e1.25/MWh/GW, or e5/MWh for a complete change of direction of 4GW.

  • The restrictions contained in ------------------ Section 203 of the DGCL with respect to a "business combination" (as defined in DGCL Section 203) have been rendered inapplicable to the authorization, execution, delivery and performance of the Agreement by Tuboscope or the consummation of the Merger by Tuboscope.

  • The Company Board has taken all necessary action so that no “fair price,” “moratorium,” “control share acquisition” or other anti-takeover Law (including the interested stockholder provisions codified in DGCL Section 203) or any anti-takeover provision in the Company Charter or Company Bylaws is applicable to this Agreement, the Merger and the other Transactions.

  • Except for DGCL Section 203, no state takeover or business combination Law is applicable to this Agreement or the Merger.


More Definitions of DGCL Section 203

DGCL Section 203 has the meaning set forth in Section 2.22(a) hereof. "Employment Agreement" means any employment or consulting agreement or other similar arrangement between the Company or any of its Subsidiaries, on the one hand, and any Representative of the Company or any of its Subsidiaries, on the other. "Environmental Laws" means all foreign, federal, state and local laws, regulations, rules and ordinances regulating pollution or protection of the environment, including, without limitation, laws regulating Releases or threatened Releases of Hazardous Substances, Oils, Pollutants or Contaminants into the indoor or outdoor environment (including, without limitation, ambient air, surface water, groundwater, land, surface and subsurface strata) or otherwise regulating the manufacture, processing, distribution, use, treatment, storage, Release, transport or handling of Hazardous Substances, Oils, Pollutants or Contaminants, and all laws and regulations specifying record keeping, notification, disclosure and reporting requirements respecting Hazardous Substances, Oils, Pollutants or Contaminants, and all laws regulating endangered or threatened species of fish, wildlife and plants and the management or use of natural resources. "Environmental Liabilities" means any claim, action, cause of action, investigation or notice (written or oral) by any person or entity alleging potential liability (including, without limitation, potential liability for investigatory costs, Cleanup costs, governmental response costs, natural resources damages, property damages, personal injuries, or penalties) arising out of, based on or resulting from (i) the presence, or Release of any Hazardous Materials at any location, whether or not owned or operated by the Seller, or (ii) circumstances forming the basis of any violation, or alleged violation, of any Environmental Law. "Equity Securities" of any Person means any and all common stock, preferred stock and any other class of capital stock of, and any partnership or limited liability company interests of such Person or any other similar interests of any Person that is not a corporation, partnership or limited liability company. "ERISA" means the Employee Retirement Income Security Act of 1974, as amended, and all regulations promulgated thereunder, as in effect from time to time. "Exchange Act" means the U.S. Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. "GAAP" means U.S. generally accepted ac...
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Related to DGCL Section 203

  • Line section means either that portion of an EDU's electric system connected to a customer bounded by automatic sectionalizing devices, the end of the distribution line, or a line segment identified as appropriate for study by a utility engineer.

  • Permitted Section 5(d) Communication means the Section 5(d) Written Communication(s) and Marketing Materials listed on Schedule C attached hereto. All references in this Agreement to the Registration Statement, the Preliminary Prospectus, any preliminary prospectus, the Base Prospectus and the Prospectus shall include the documents incorporated or deemed to be incorporated by reference therein. All references in this Agreement to financial statements and schedules and other information which are “contained,” “included” or “stated” in, or “part of” the Registration Statement, the Rule 462(b) Registration Statement, the Preliminary Prospectus, any preliminary prospectus, the Base Prospectus, the Time of Sale Prospectus or the Prospectus, and all other references of like import, shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statement, the Rule 462(b) Registration Statement, the Preliminary Prospectus, any preliminary prospectus, the Base Prospectus, the Time of Sale Prospectus or the Prospectus, as the case may be. All references in this Agreement to amendments or supplements to the Registration Statement, the Preliminary Prospectus, any preliminary prospectus, the Base Prospectus, the Time of Sale Prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (collectively, the “Exchange Act”) that is or is deemed to be incorporated by reference in the Registration Statement, the Preliminary Prospectus, any preliminary prospectus, the Base Prospectus, or the Prospectus, as the case may be. All references in this Agreement to (i) the Registration Statement, the Preliminary Prospectus, any preliminary prospectus, the Base Prospectus or the Prospectus, any amendments or supplements to any of the foregoing, or any free writing prospectus, shall include any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“XXXXX”) and (ii) the Prospectus shall be deemed to include any “electronic Prospectus” provided for use in connection with the offering of the Offered Shares as contemplated by Section 3(n) of this Agreement. The Company hereby confirms its agreements with the Underwriters as follows:

  • Parent SEC Reports has the meaning set forth in Section 4.5(a).

  • NZOC Nomination and Selection Regulation means the regulation of NZOC relation to the nomination and selection Process for all Olympic and Commonwealth games, including the Games.

  • Non-Section 423 Component means those Offerings under the Plan, together with the sub-plans, appendices, rules or procedures, if any, adopted by the Administrator as a part of this Plan, in each case, pursuant to which rights to purchase Shares during an Offering Period may be granted to Eligible Employees that need not satisfy the requirements for rights to purchase Shares granted pursuant to an “employee stock purchase plan” that are set forth under Section 423 of the Code.

  • Parent SEC Documents has the meaning set forth in Section 4.6(a).

  • Tomographic section means the volume of an object whose x-ray attenuation properties are imaged in a tomogram.

  • Standard reference compendia means the American Medical Association Drug Evaluations, the

  • Short-Term U.S. Government Securities means U.S. Government Securities maturing within one year of the applicable date of determination.

  • O. Reg. 419/05 means the Ontario Regulation 419/05, Air Pollution – Local Air Quality.

  • PQQ Response means the response submitted by the Supplier to the pre-qualification questionnaire issued by the Authority on 06/03/2012;

  • Solicitation Response means Contractor’s full and complete response (including any Attachments and addenda) to the Solicitation, which is incorporated by reference for all purposes in its entirety.

  • Unit of local government means unit of local government as defined by section 115(5).

  • Section means a section of the Act.

  • Special purpose district means an area with special boundaries created as authorized by law for

  • Special Purpose Provisions has the meaning specified in Section 11.02 of the LLC Agreement.

  • Nearest Place of Safety means a location determined by the Designated Security Consultant where:

  • 1940 Act Asset Coverage means “asset coverage,” as defined for purposes of Section 18(h) of the 1940 Act, of at least 200% with respect to all outstanding senior securities of the Fund which are shares of stock for purposes of the 1940 Act, including all outstanding MuniFund Term Preferred Shares (or such other asset coverage as may in the future be specified in or under the 1940 Act or by rule, regulation or order of United States Securities and Exchange Commission as the minimum asset coverage for senior securities which are shares of stock of a closed-end investment company).

  • Section 102 means Section 102 of the Ordinance and any regulations, rules, orders or procedures promulgated thereunder as now in effect or as hereafter amended.

  • Section 1110 means Section 1110 of the Bankruptcy Code.

  • Mandatory Redemption means a redemption of ETP Securities in accordance with Condition 8.7.

  • Assumed State and Local Tax Rate means the tax rate equal to the sum of the products of (x) the Corporation’s income tax apportionment factor for each state and local jurisdiction in which the Corporation files income or franchise tax returns for the relevant Taxable Year and (y) the highest corporate income and franchise tax rate in effect for such Taxable Year for each such state and local jurisdiction in which the Corporation files income tax returns for each relevant Taxable Year.

  • Rule 15Ga-1 Notice As defined in Section 2.03(g).

  • Long-Term U.S. Government Securities means U.S. Government Securities maturing more than one year from the applicable date of determination.

  • Federal Tax Certificate means the Issuer's Federal Tax Certificate dated as of the Issue Date, as the same may be amended or supplemented in accordance with the provisions thereof.

  • Description Section means the section on page one of the Certificate describing the Company's operations and the