No Agreement Until Executed. Irrespective of negotiations among the parties or the exchanging of drafts of this Agreement, this Agreement shall not constitute or be deemed to evidence a contract, agreement, arrangement or understanding among the parties hereto unless and until (a) the Company Board has approved for purposes of the DGCL and any applicable provision of the Certificate of Incorporation, the terms of this Agreement and (b) this Agreement is executed by the parties hereto.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (NMS Communications Corp), Agreement and Plan of Merger (Transaction Systems Architects Inc)
No Agreement Until Executed. Irrespective of negotiations among the parties or the exchanging of drafts of this Agreement, this Agreement shall not constitute or be deemed to evidence a contract, agreement, arrangement or understanding among the parties hereto unless and until (a) the Company Board has approved and the Properties Board have approved, for purposes of Section 203 of the DGCL and any applicable provision of the Company Certificate of Incorporation and the Properties Certificate of Incorporation, the terms of this Agreement Agreement, and (b) this Agreement is executed by the parties hereto.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (La Quinta Properties Inc), Agreement and Plan of Merger (La Quinta Properties Inc)
No Agreement Until Executed. Irrespective of negotiations among the parties or the exchanging of drafts of this Agreement, this Agreement shall not constitute or be deemed to evidence a contract, agreement, arrangement or understanding among the parties hereto unless and until (a) each of the Company Board Selling Companies Boards has approved for purposes of Section 251 of the DGCL and any applicable provision of the Certificate their respective certificates of Incorporationincorporation, the terms of this Agreement and (b) this Agreement is executed by the parties hereto.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ansys Inc), Agreement and Plan of Merger (Aavid Thermal Technologies Inc)
No Agreement Until Executed. Irrespective of negotiations among the parties or the exchanging of drafts of this Agreement, this Agreement shall not constitute or be deemed to evidence a contract, agreement, arrangement or understanding among the parties hereto unless and until (ai) the Board of Directors of the Company Board has approved approved, for purposes of Section 203 of the DGCL and any applicable provision of the Certificate of Incorporation, the terms of this Agreement Agreement, and (bii) this Agreement is executed by the parties hereto.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Physicians Specialty Corp)
No Agreement Until Executed. Irrespective of negotiations among --------------------------- the parties or the exchanging of drafts of this Agreement, this Agreement shall not constitute or be deemed to evidence a contract, agreement, arrangement or understanding among the parties hereto unless and until (ai) the Board of Directors of the Company Board has approved approved, for purposes of (S)251 of the DGCL and any applicable provision of the Certificate of Incorporation, the terms of this Agreement Agreement, and (bii) this Agreement is executed by the parties hereto.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Impac Group Inc /De/)
No Agreement Until Executed. Irrespective of negotiations among the parties or the exchanging of drafts of this Agreement, this Agreement shall not constitute or be deemed to evidence a contract, agreement, arrangement or understanding among the parties hereto unless and until (a) the Company Board has approved and the MergerCo Board have approved, for purposes of Section 251 of the DGCL and any applicable provision of the Certificate their Certificates of Incorporation, the terms of this Agreement and (b) this Agreement is executed by the parties hereto.
Appears in 1 contract
Samples: Agreement and Plan of Merger (United Industries Corp)
