Examples of Jersey Act in a sentence
The Company shall indemnify to the full extent authorized or permitted by the New Jersey Business Corporation Act (the “New Jersey Act”), any corporate agent (as defined in the New Jersey Act) involved in any proceeding (as defined in the New Jersey Act) by reason of the fact that he or she is, or was, a corporate agent of the Company.
Specifically, and in accordance with the provisions of Section 82(d)(7) of the New Jersey Act, the Securities of the Corporation are held subject to the condition that, if a holder thereof is found to be disqualified by the New Jersey Commission pursuant to the provisions of the New Jersey Act, the holder must dispose of such Securities in accordance with Section 5.4(a) of this Article and shall be subject to Section 5.4(b) of this Article.
Any indemnification under this Article XI shall be made by the Company only as authorized in the specific case upon a determination that indemnification of the corporate agent is proper in the circumstances, because such person has met the applicable standard of conduct set forth in the New Jersey Act.
The Merger shall have the effects set forth in Section 14A:10-6 of the New Jersey Act.
The Board of Directors of the Company has taken appropriate irrevocable action (a) such that the provisions of Section 14A:10A-1 of the New Jersey Act will not apply to the Offer, the Merger or any of the other transactions contemplated by this Agreement or the Tender and Voting Agreement and (b) such that the provisions of any other state takeover law will not be applicable to the Offer, the Merger or any of the other transactions contemplated by this Agreement or the Tender and Voting Agreement.
Upon the terms and subject to the satisfaction or waiver of the conditions hereof, and in accordance with the applicable provisions of this Agreement and the New Jersey Act, at the Effective Time (as defined in Section 2.02) the Purchaser shall be merged with and into the Company.
The Board of Directors of the Company shall not amend, modify or rescind the approval of any purchase of Shares in the Offer for purposes of Section 14A:10A-1 of the New Jersey Act.
This Amended and Restated Certificate of Incorporation shall be deemed to include all provisions required by the New Jersey Casino Control Act, N.J.S.A. 5:12-1 et seq., as amended from time to time (the “ New Jersey Act”) and, to the extent that anything contained herein or in the bylaws of the Corporation is inconsistent with the New Jersey Act, the provisions of the New Jersey Act shall govern.
All provisions of the New Jersey Act, to the extent required by law to be stated in this Second Amended and Restated Certificate of Incorporation, are incorporated herein by this reference.
This Amended and Restated Certificate of Incorporation shall be subject to the provisions of the New Jersey Act and the rules and regulations of the New Jersey Casino Control Commission (the “ New Jersey Commission”) promulgated thereunder.