Antitakeover Statutes. The Company has taken all action necessary to exempt the Offer, the Merger, this Agreement and the Tender and Voting Agreements and the transactions contemplated hereby and thereby from Section 203 of Delaware Law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (MediaMind Technologies Inc.), Agreement and Plan of Merger (DG FastChannel, Inc)
Antitakeover Statutes. The Company has taken all action necessary to exempt the Offer, the Merger, this Agreement and the Tender and Voting Agreements and the transactions contemplated hereby and thereby from Section 203 of Delaware LawLaw and any other similar applicable “anti-takeover” laws.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Sizmek Inc.), Agreement and Plan of Merger (Sizmek Inc.)
Antitakeover Statutes. The Company has taken all action necessary to exempt the Offer, or exclude the Merger, this Agreement, the Voting Agreement and the Tender and Voting Agreements and the transactions contemplated hereby and thereby from Section 203 of Delaware LawLaw and any other takeover statute, anti-takeover moratorium, “fair price,” “control share,” or similar statute and, accordingly, no such statute or regulation applies to the Merger, this Agreement, the Voting Agreement and the transactions contemplated hereby and thereby.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Thermadyne Holdings Corp /De), Agreement and Plan of Merger (Razor Holdco Inc.)
Antitakeover Statutes. The Company has taken all action necessary to exempt the Offer, the Merger, this Agreement and the Tender and Voting Stockholder's Agreements and the transactions contemplated hereby and thereby from the restrictions on "business combinations" (as defined in Section 203 of Delaware Law).
Appears in 1 contract
Antitakeover Statutes. The Company has taken all action necessary to exempt the Offer, the Merger, this Agreement and the Tender and Voting Agreements and the transactions contemplated hereby and thereby from Section 203 of Delaware LawLaw and any other applicable “control share acquisition,” “fair price,” “moratorium” or other antitakeover or similar statute or regulation.
Appears in 1 contract
Antitakeover Statutes. The Company has taken all action necessary to exempt the Offer, the Merger, Merger and this Agreement and the Tender and Voting Agreements and the transactions contemplated hereby and thereby from Section 203 of Delaware LawLaw and no other “control share acquisition,” “fair price,” “business combination,” or other state takeover statute or requirement applies to this Agreement, the Offer, the Merger or the other transactions contemplated by this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Harris Interactive Inc)
Antitakeover Statutes. The Company has taken all action necessary to exempt the Offer, the Merger, this Agreement and Agreement, the Tender and Voting Agreements Support Agreement and the transactions contemplated hereby and thereby from Section 203 of Delaware Law. To the Knowledge of the Company, no other “control share acquisition,” “fair price,” “moratorium” or other antitakeover laws enacted under U.S. state or federal laws apply to this Agreement, the Offer, the Merger, the Tender and Support Agreement or any of the transactions contemplated hereby and thereby.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Memory Pharmaceuticals Corp)
Antitakeover Statutes. The Company has taken all action necessary to exempt the Offer, the Merger, this Agreement and the Tender and Voting Agreements and the transactions contemplated hereby and thereby from Section 203 of Delaware Law, and, accordingly, neither such Section nor any other antitakeover or similar statute or regulation applies or purports to apply to any such transactions.
Appears in 1 contract
