Delaware General Corporation Law. Title 8 of the Delaware Code, as amended from time to time. Director – each member of the Board of Directors elected as provided in Section 6.02.
Delaware General Corporation Law. The Target will call a special meeting of its stockholders (the "Special Meeting"), as soon as practicable in order that the Target Stockholders may consider and vote upon the adoption of this Agreement and the approval of the Merger in accordance with the Delaware General Corporation Law. The Target will mail the Joint Disclosure Document to its stockholders as soon as practicable. The Joint Disclosure Document will contain the affirmative recommendation of the board of directors of the Target in favor of the adoption of this Agreement and the approval of the Merger; provided, however, that no director or officer of the Target shall be required to violate any fiduciary duty or other requirement imposed by law in connection therewith.
Delaware General Corporation Law. To the knowledge of IBS, no state takeover statute is applicable to this Agreement or the IBS Merger.
Delaware General Corporation Law. For purposes of Section 203 of the Delaware General Corporation Law, the execution and delivery of this Agreement and the Stockholder Agreements and consummation of transactions contemplated hereby and thereby, including without limitation the purchase by Parent of Company Shares or other securities issued by the Company, has received the prior approval of the Board of Directors of the Company and, accordingly, Parent will not be subject to the restrictions of Section 203(b) of the Delaware General Corporation Law in the consummation of the Merger or this Agreement or the Stockholder Agreements or the transactions contemplated by either thereof.
Delaware General Corporation Law. The Delaware General Corporation Law anti-takeover provisions are inapplicable to this Agreement and the transactions contemplated hereby.
Delaware General Corporation Law. The Seller will call a special meeting of its stockholders or, in lieu thereof, seek the written consent of the Voting Stockholders holding a majority of the Seller's capital stock entitled to vote thereon (the "Special Seller Meeting") as soon as practicable in order that the Voting Stockholders may consider and vote upon the adoption of this Agreement and the transactions contemplated hereby in accordance with the Delaware General Corporation Law. The Seller will mail the Disclosure Document to the Voting Stockholders as soon as practicable. The Disclosure Document will contain the affirmative recommendations of the respective boards of directors of the Target and the Seller in favor of the adoption of this Agreement and the transactions contemplated hereby; PROVIDED, HOWEVER, that no director or officer of either such Party shall be required to violate any fiduciary duty or other requirement imposed by law in connection therewith.
Delaware General Corporation Law. As a Delaware corporation, GlobalNet is subject to Section 203 of the DGCL (the "Delaware Takeover Statute"). In general, the Delaware Takeover Statute prevents an "Interested Stockholder" (generally defined as a person who beneficially owns 15% or more of GlobalNet's outstanding voting stock or who is an affiliate or associate of GlobalNet and has owned 15% or more of the outstanding voting stock of GlobalNet at any time within the 3-year period immediately prior to becoming an Interested Stockholder) from engaging in certain business combinations, including a merger, with GlobalNet for a period of three years following the time such person became an Interested Stockholder, unless, among other exceptions, before the time such person became an Interested Stockholder, the Board either approved the business combination or the transaction in which such person became an Interested Stockholder. Accordingly, the Board approved the Merger Agreement, as described in Item 4 above and, therefore, the restrictions of the Delaware Takeover Statute are inapplicable to the Merger and the transactions contemplated under the Merger Agreement. Under the DGCL, if Acquisitions acquires, pursuant to the Offer or otherwise, at least 90% of the Shares, Acquisitions will be able to effect the Merger after consummation of the Offer without a vote of GlobalNet's
Delaware General Corporation Law. In the event that any Shareholder for any reason fails to vote its Shares in accordance with the requirements of Section 3 hereof, then the Proxy Holder shall have the right to vote such Shares in accordance with the provisions of this Section 4. The vote of the Proxy Holder shall control in any conflict between its vote of such Shares and a vote by any Shareholder of such Shares. The irrevocable proxy granted pursuant to this Section 4 shall continue in effect until the termination of this Agreement in accordance with its terms.
