Antitakeover Statute. The Board of Directors of the Company has taken all action necessary to approve the acquisition of Purchased Securities (and Common Stock comprising the Conversion Shares) by the Investor pursuant to this Agreement (which shares represent 15% or more of the voting stock of the Company) in accordance with and pursuant to Section 203(a)(1) of the DGCL.
Antitakeover Statute. If any Takeover Law is or may become applicable to this Agreement (including the Merger and the other transactions contemplated hereby), each of the Company, Parent and Merger Sub and their respective boards of directors shall grant all such approvals and take all such actions as are reasonably necessary or appropriate so that such transactions may be consummated as promptly as practicable hereafter on the terms contemplated hereby, and otherwise act reasonably to eliminate or minimize the effects of such Law on such transactions.
Antitakeover Statute. If any “fair price,” “moratorium,” “control share acquisition” or other form of antitakeover statute or regulation shall become applicable to the transactions contemplated hereby, each of the Company and Parent and the members of their respective boards of directors shall grant such approvals and take such actions as are reasonably necessary so that the transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated hereby and otherwise act to eliminate or minimize the effects of such statute or regulation on the transactions contemplated hereby.
Antitakeover Statute. Elf has taken all action necessary to exempt the Merger and this Agreement and all transactions contemplated hereby from the provisions of Section 203 of Delaware Law.
Antitakeover Statute. The Company has taken all action necessary to exempt the Merger and this Agreement and the transactions contemplated hereby from the provisions of Section 203 of Delaware Law.
Antitakeover Statute. Assuming the accuracy of the representations and warranties of Parent and Merger Sub in Section 4.7, neither Section 203 of the DGCL nor any takeover related provision in the Company Certificate or Company By-laws, would (a) prohibit or restrict the ability of the Company to perform its obligations under this Agreement or the Certificate of Merger or its ability to consummate the Offer, the Merger or the other Transactions, (b) have the effect of invalidating or voiding this Agreement or the Certificate of Merger, or any provision hereof or thereof, or (c) subject Parent or Merger Sub or any of their respective affiliates (including Sumitomo Chemical Co., Ltd.) to any impediment or condition in connection with the initiation or consummation of the Offer, the exercise of any of its rights under this Agreement, or the consummation of the Merger and the other Transactions. Assuming the accuracy of the representations and warranties of Parent and Merger Sub in Section 4.7, the approval by the Company Board of the Offer, the Merger and the other Transactions constitutes approval thereof for purposes of Section 203 of the DGCL and represents the only action necessary to ensure that Section 203 of the DGCL does not and will not apply to the execution, delivery and performance of this Agreement, including the consummation of the Offer, the Merger and the other Transactions. ARTICLE 4.
Antitakeover Statute this Agreement and all transactions contemplated hereby from the provisions of Section 203 of Delaware Law.
Antitakeover Statute. General Xxxxx has taken or will take prior to the Closing all action necessary to exempt the Merger and this Agreement and the transactions contemplated hereby from the provisions of Section 203 of the DGCL. ARTICLE V
Antitakeover Statute. Assuming the accuracy of the representations and warranties of Parent and Merger Subsidiary set forth in Section 5.08, the Company and the Company Board has taken or will take all action necessary to exempt the Merger, this Agreement, the CVR Agreement and the other transactions contemplated hereby or thereby from the restrictions on business combinations and voting requirements contained in Section 203 of Delaware Law. No other “control share acquisition,” “fair price,” “moratorium” or other antitakeover Applicable Law applies to the Merger, this Agreement, the CVR Agreement or any of the other transactions contemplated hereby or thereby. The Company has no rights plan, “poison-pill” or other comparable agreement or arrangement designed to have the effect of delaying, deferring or discouraging any Person from acquiring control of the Company.
Antitakeover Statute. The Company has taken all actions so that the restrictions contained in Section 14A of the NJBCA applicable to a “business combination” with “interested shareholders” (as defined in Section 14A:10A-3 of the NJBCA) or any other similar Law will not apply to (a) Parent in connection with the execution and delivery of this Agreement and (b) the consummation of the Merger and the Transactions contemplated by this Agreement. No anti-takeover provision contained in the Company Charter Documents is applicable to the Merger and no anti-takeover provision, whether in a Law, agreement or otherwise is, or would be, applicable to this Agreement or the consummation of the transactions contemplated by this Agreement.
