Minnesota Business Corporation Act. As contemplated by Minnesota Statutes, Section 302A.673, the Company has formed a committee composed of all of the Board's disinterested directors, which Committee has approved the acquisition of Preferred Stock to be made pursuant to this Agreement on the Closing Date and thereafter, and accordingly, such Section does not impose any limitation on a business combination or other transaction contemplated thereby with Harvest States.
Minnesota Business Corporation Act. If and to the extent that Minnesota Statute § 302A.673 (the “Minnesota Business Corporation Act”) applies to the execution, delivery and performance by the Borrower of the Loan Documents, such execution, delivery and performance by the Borrower of the Loan Documents would be permitted under the Minnesota Business Corporation Act because the date of the execution of this Agreement is subsequent to the expiration of the period of four years following Xxxxxx’x “share acquisition date” (as that term is defined in the Minnesota Business Corporations Act under Minnesota Statute §302A.011, Subd. 51.).
Minnesota Business Corporation Act. (a) A committee of all "disinterested members" of the Corporation's Board of Directors (as such term is defined for purposes of Section 302A.673 of the Minnesota Business Corporation Act ("MBCA")) has approved this Agreement and the transactions contemplated hereby and the Corporation has completed all other actions and satisfied all other conditions necessary and sufficient to negate any application of Section 302A.673 to any of the Purchaser(s).
Minnesota Business Corporation Act. The Company has submitted the question of compliance with Section 302A.551 of the Minnesota Business Corporation Act to its Board of Directors in good faith and its Board of Directors has determined, pursuant to Section 302A.551, Subd. 1, that the Company will be able to pay its debts in the ordinary course of business after repurchasing the Purchase Shares pursuant to the terms of this Agreement.
Minnesota Business Corporation Act. 17 SECTION 5. REPRESENTATIONS AND WARRANTIES OF WINSTAR AND WINSTAR SUB AND ANY ASSIGNEE THEREOF......................................17 5.1. Due Authorization........................................17
Minnesota Business Corporation Act. Neither Parent nor Merger Sub, nor any affiliate or associate of either of the foregoing, is, nor at any time during the last four years has been, an “interested shareholder” of the Company as defined in Section 302A.011 of the MBCA. None of Parent, its Subsidiaries, affiliates or associates beneficially own (as such term is used in Rule 13d-3 promulgated under the Exchange Act) any shares of Company Common Stock or other securities of the Company or any options, warrants or other rights to acquire Company Common Stock or other securities of, or any other economic interest (through derivative securities or otherwise) in, the Company.
Minnesota Business Corporation Act. Neither Parent nor Merger Sub, nor any Affiliate or associate (as defined in Section 302A.011 of the MBCA) of either of the foregoing is, nor at any time during the last four years has been, an “interested shareholder” of the Company as defined in Section 302A.011, Subd. 49 of the MBCA.
Minnesota Business Corporation Act. SGI will call a special meeting of its stockholders (the "Special SGI Meeting") as soon as practicable in order that the stockholders may consider and vote upon the adoption of this Agreement and the approval of the Merger in accordance with the Minnesota Business Corporation Act. As soon as practicable, SGI will mail to its stockholders in accordance with the requirements of the Securities Exchange Act and the Minnesota Business Corporation Act, the Definitive SGI Information Materials. The Definitive SGI Information Materials will contain the affirmative recommendations of the Board of Directors of SGI in favor of the adoption of this Agreement and the approval of the Merger; provided, however, that no director shall be required to violate any fiduciary duty or other requirement imposed by law in connection therewith.
