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 3.26.

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.

Examples of DGCL Section 203 in a sentence

• 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 has approved the entry by the Company and the Investors into this Agreement and the consummation of the transactions contemplated hereby (including the issuance to the Investor of the Preferred Stock and Warrants and the issuance of Common Stock upon exercise of the Warrants) for purposes of paragraph (a)(1) of Section 203 of the DGCL ("DGCL Section 203") and Article Eleventh of the Certificate of Incorporation.

• The Board of Directors of East and Merger Sub have approved this Agreement and the transactions contemplated hereby as required to render inapplicable to such agreements and transactions DGCL Section 203.

• The restrictions contained in Section 203 of the DGCL, as in effect on the date hereof, 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 the Company and to the consummation of the Merger by the Company.

• Assuming the accuracy of Parent's representations and warranties in Section 4.09, the approval of this Agreement by the Company Board constitutes approval of this Agreement and the Merger for purposes of Section 203 of the DGCL ("Section 203") and represents the only action necessary to ensure that the restrictions of Section 203 do not apply to the execution and delivery of this Agreement or the consummation of the Merger and the Other Transactions.

• The Company has taken all necessary actions such that the provisions of DGCL Section 203 do not and will not apply to this Agreement or to any of the Transactions.

• The Nextel Board has approved this Agreement and the transactions contemplated hereby as required to render inapplicable to such agreements and transactions DGCL Section 203, and, to the knowledge of Nextel, there are no other Takeover Statutes.

• The Board of Directors of West 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.

• In general, Section 203 of the DGCL ("Section 203") prevents an "interested stockholder" (including a person who owns or has the right to acquire 15% or more of the corporation's outstanding voting stock) from engaging in a "business combination" (defined to include mergers and certain other actions) with a Delaware corporation for a period of three years following the date such person became an interested stockholder.

• The Board of Directors shall take all action necessary to: (a) exempt from the provisions of Section 203 of the Delaware General Corporation Law ("DGCL Section 203") any Permitted Acquisition, and (b) exempt any Holder who acquires securities in accordance with Section 3.1(a) from being deemed an "Acquiring Person" under the Rights Agreement.

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...