DGCL 203. The Board of Directors of the Company has taken all necessary action so that no “fair price,” “moratorium,” “control share acquisition,” or other anti-takeover statute or similar statute or regulation, including Section 203 of the DGCL, applies to this Agreement or any of the transactions contemplated hereby.
DGCL 203. At no time during the three (3) years prior to the date hereof was Parent or any of its affiliates or associates an "interested stockholder" of the Company within the meaning of and as defined in Section 203 of the DGCL.
DGCL 203. Prior to the date of this Agreement, the Board of Directors, at a meeting duly called and held, has (a) determined that the Agreement and the Offering are fair to, advisable and in the best interests of the Company and the stockholders of the Company, (b) approved the Offering and (c) resolved to recommend that the stockholders of the Company approve the Offering. The action taken by the Board of Directors constitutes approval of the Offering under the provisions of Section 203 of the Delaware General Corporation Law ("DGCL") such that Section 203 of the DGCL does not apply to this Agreement or the Offering, and such approval has not been amended, rescinded or modified. No other state takeover, antitakeover, moratorium, fair price, interested stockholder, business combination or similar statute or rule is applicable to the Offering. If any state takeover statute other than Section 203 of the DGCL becomes or is deemed to become applicable to this Agreement or the Offering, the Company shall take all reasonable action necessary to render such statute inapplicable to all of the foregoing.
DGCL 203. 37 ARTICLE V CONDUCT PRIOR TO THE EFFECTIVE TIME.............................37 5.1 Conduct of Business by the Company..................................37 5.2
DGCL 203. At no time during the three (3) years prior to the date of this Agreement has Parent, Purchaser, or any of their respective Affiliates, been an "interested stockholder" within the meaning of, and as defined in, Section 203 of the DGCL.
DGCL 203. At no time during the three (3) years prior to the date of this Agreement has ACQUIROR, Acquisition Subsidiary or any of their respective affiliates or associates been an "interested person" within the meaning of and as defined in Section 203 of the DGCL.
DGCL 203. The Company shall have delivered to Purchasers necessary approvals to prevent Xxxxx Xxxxxxx or his affiliates from becoming an “interested stockholder” for purposes of Section 203 of the Delaware General Corporation Law.
DGCL 203. The board of directors of Buyer Parent shall waive, to the extent necessary to consummate the transactions contemplated by this Agreement and the Related Agreements, the provisions of Section 203 of the Delaware General Corporate Law.
DGCL 203. The Board of Directors of the Company has approved the Merger and this Agreement and such approval is sufficient to render inapplicable to the Merger, this Agreement, the Voting Agreement and the transactions contemplated by this Agreement and the Voting Agreement, the provisions of Section 203 of the DGCL.
DGCL 203. On or before the earliest to occur of (a) July 15, 2010, and (b) the closing of the IPO, the Company shall amend its Restated Certificate to (i) expressly elect not to be governed by Section 203 of the Delaware General Corporation Law (“Section 203”), and (ii) provide for limitations on the Company’s stockholders (other than the Investor and its affiliates) substantially similar to those set forth in Section 203. [Signature Pages Follow]
