Section 203 of the DGCL Not Applicable. The Company Board has taken all actions necessary so that the restrictions contained in Section 203 of the DGCL applicable to a “business combination” with an “interested stockholder” (each as defined in Section 203) shall not apply to the execution, delivery or performance of this Agreement or the consummation of the Merger or the other transactions contemplated by this Agreement.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Network Equipment Technologies Inc), Agreement and Plan of Merger (Sonus Networks Inc), Agreement and Plan of Merger (Sonus Networks Inc)
Section 203 of the DGCL Not Applicable. The Company Board of Directors of Seller has taken all actions necessary so that the restrictions contained in Section 203 of the DGCL applicable to a “"business combination” with an “interested stockholder” " (each as defined in Section 203) shall will not apply to the execution, delivery or performance of this Agreement or the consummation of the Merger or the other transactions contemplated by this Agreement.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Learning Co Inc), Agreement and Plan of Merger (Learning Co Inc), Agreement and Plan of Merger (West Coast Entertainment Corp)
Section 203 of the DGCL Not Applicable. The Board of Directors of the Company Board has taken all actions necessary so that the restrictions contained in Section 203 of the DGCL applicable to a “"business combination” with an “interested stockholder” " (each as defined in Section 203) shall will not apply to the execution, delivery or performance of this Agreement or the Stockholder Voting Agreements or the consummation of the Merger or the other transactions contemplated by this AgreementAgreement or the Stockholder Voting Agreements.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Millennium Pharmaceuticals Inc), Agreement and Plan of Merger (Millennium Pharmaceuticals Inc), Agreement and Plan of Merger (Leukosite Inc)
Section 203 of the DGCL Not Applicable. The Company Board has taken all actions necessary action so that the restrictions contained in Section 203 of the DGCL applicable to a “"business combination” with an “interested stockholder” " (each as defined in such Section 203) shall will not apply to the execution, delivery or performance of this Agreement or the Company Option Agreement or to the consummation of the Offer or the Merger or any of the other transactions contemplated by this Agreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Cybermedia Inc), Agreement and Plan of Merger (Networks Associates Inc/), Agreement and Plan of Merger (Networks Associates Inc/)
Section 203 of the DGCL Not Applicable. The Board of Directors of Company Board has taken all actions necessary so that the restrictions contained in Section 203 of the DGCL applicable to a “"business combination” with an “interested stockholder” " (each as defined in Section 203) shall will not apply to the execution, delivery or performance of this Agreement Agreement, or the consummation of the Merger or the other transactions contemplated by this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Lernout & Hauspie Speech Products Nv), Agreement and Plan of Merger (Dictaphone Corp /De)
Section 203 of the DGCL Not Applicable. The Board of -------------------------------------- Directors of the Company Board has taken all actions necessary so that the restrictions contained in Section 203 of the DGCL applicable to a “"business combination” with an “interested stockholder” " (each as defined in Section 203203 of the DGCL) shall will not apply to the execution, delivery or performance of this Agreement or the Stock Option Agreement or the consummation of the Merger or the other transactions contemplated by this Agreement or by the Stock Option Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Emc Corp), Agreement and Plan of Merger (Emc Corp)
Section 203 of the DGCL Not Applicable. The Boards of Directors of the Company Board has and the Company Subsidiaries have taken all actions necessary action so that the restrictions contained in Section 203 of the DGCL applicable to a “"business combination” with an “interested stockholder” " (each as defined in Section 203) shall will not apply to the execution, delivery or performance of this Agreement or the 29 consummation of the Merger Offer or the Merger, the other transactions contemplated by this AgreementAgreement or any other transaction between the Parent or any of its subsidiaries and the Company or any of its subsidiaries.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Nick Acquisition Corp), Agreement and Plan of Merger (National Education Corp)
Section 203 of the DGCL Not Applicable. The Company Board has taken all actions necessary so that the restrictions contained in Section 203 of the DGCL applicable to a “business combination” with an “interested stockholder” (each as defined in Section 203) shall not apply to the execution, delivery or performance of this Agreement Agreement, the Company Voting Agreements or the consummation of the Merger or the other transactions contemplated by this AgreementAgreement or the Company Voting Agreements.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Genaissance Pharmaceuticals Inc), Agreement and Plan of Merger (Genaissance Pharmaceuticals Inc)
Section 203 of the DGCL Not Applicable. The Company Board has taken all actions necessary so that the restrictions contained in Section 203 of the DGCL applicable to a “"business combination” with an “interested stockholder” " (each as defined in Section 203) shall not apply to the execution, delivery or performance of this Agreement Agreement, the Stockholder's Agreement, the Voting Agreements or the consummation of the Merger or the other transactions contemplated by this Agreement, the Stockholder's Agreement or the Voting Agreements.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Packard Bioscience Co), Agreement and Plan of Merger (Perkinelmer Inc)
Section 203 of the DGCL Not Applicable. The Board of Directors of the -------------------------------------- Company Board has taken all actions necessary so that the restrictions contained in Section 203 of the DGCL applicable to a “"business combination” with an “interested stockholder” " (each as defined in Section 203) shall will not apply to the execution, delivery or performance of this Agreement Agreement, the Company Stock Option Agreement, the Stockholder Agreements or the consummation of the Merger or the other transactions contemplated by this Agreement, the Company Stock Option Agreement or the Stockholder Agreements.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Cmgi Inc), Agreement and Plan of Merger (Cmgi Inc)
Section 203 of the DGCL Not Applicable. The Board of Directors of Company Board has taken all actions necessary so that the restrictions contained in Section 203 of the DGCL applicable to a “"business combination” with an “interested stockholder” " (each as defined in such Section 203) shall ), or any other state takeover statute or similar law that otherwise would be applicable, will not apply to the execution, delivery or performance of this Agreement or the Company Voting Agreements or to the consummation of the Merger or the other transactions contemplated by this AgreementAgreement or the Company Voting Agreements.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Mail Com Inc), Agreement and Plan of Merger (Mail Com Inc)
Section 203 of the DGCL Not Applicable. The Public Company Board has taken all actions necessary so that the restrictions contained in Section 203 of the DGCL applicable to a “business combination” with an “interested stockholder” (each as defined in Section 203) shall not apply to the execution, delivery or performance of this Agreement Agreement, the Public Company Stockholder Agreements or the consummation of the Merger or the other transactions contemplated by this AgreementAgreement or the Public Company Stockholder Agreements.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Critical Therapeutics Inc), Agreement and Plan of Merger (Cornerstone BioPharma Holdings, Inc.)
Section 203 of the DGCL Not Applicable. The Board of Directors of the Company Board has taken all actions necessary so that the restrictions contained in Section 203 of the DGCL applicable to a “"business combination” with an “interested stockholder” " (each as defined in Section 203) shall will not apply to the execution, delivery or performance of this Agreement or the respective Stockholders Agreements dated as of the date hereof between Parent and certain stockholders of the Company (collectively, the "Stockholders Agreements") or the consummation of the Merger or the other transactions contemplated by this Agreement.Agreement or by the Stockholders Agreements. Section 2.26
Appears in 2 contracts
Samples: Agreement and Plan of Merger (New Stat Healthcare Inc), Agreement and Plan of Merger (American Medical Response Inc)
Section 203 of the DGCL Not Applicable. The Company Board of Directors of each of Creative and Ontogeny has taken all actions actions, if any, necessary so that the restrictions contained in Section 203 of the DGCL applicable to a “"business combination” with an “interested stockholder” " (each as defined in Section 203) shall will not apply to the execution, delivery or performance of this Agreement or the Stockholder Agreements or the consummation of the Merger or the other transactions contemplated by this AgreementAgreement or the Stockholder Agreements.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Creative Biomolecules Inc), Agreement and Plan of Merger (Curis Inc)
Section 203 of the DGCL Not Applicable. The Assuming the accuracy of the Buyer’s and the Merger Subsidiary’s representations and warranties set forth in Section 4.15, the Company Board has taken all actions necessary so that the restrictions contained in Section 203 of the DGCL applicable to a “business combination” with an “interested stockholder” (each as defined in Section 203) shall not apply to the execution, delivery or performance of this Agreement Agreement, the Company Stockholder Agreements or the consummation of the Merger or the other transactions contemplated by this AgreementAgreement or the Company Stockholder Agreements.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Palomar Medical Technologies Inc), Agreement and Plan of Merger (Palomar Medical Technologies Inc)
Section 203 of the DGCL Not Applicable. The Board of Directors of the Company Board has taken all actions necessary so that the restrictions contained in Section 203 of the DGCL applicable to a “"business combination” with an “interested stockholder” " (each as defined in Section 203203 of the DGCL) shall will not apply to the execution, delivery or performance of this Agreement or the Stock Option Agreement or the consummation of the Merger or the other transactions contemplated by this Agreement or by the Stock Option Agreement.
Appears in 1 contract
Section 203 of the DGCL Not Applicable. The Board of Directors of the Company Board has taken all actions necessary so that the restrictions contained in Section 203 of the DGCL applicable to a “"business combination” with an “interested stockholder” " (each as defined in Section 203) shall will not apply to the execution, delivery or performance of this Agreement or the respective Stockholders Agreements dated as of the date hereof between Parent and certain stockholders of the Company (collectively, the "Stockholders Agreements") or the consummation of the Merger or the other transactions contemplated by this AgreementAgreement or by the Stockholders Agreements.
Appears in 1 contract
Samples: Agreement and Plan of Merger (New Stat Healthcare Inc)
Section 203 of the DGCL Not Applicable. The Company Board has taken all actions necessary so that the restrictions contained in Section 203 of the DGCL applicable to a “business combination” with an “interested stockholder” (each as defined in Section 203203 of the DGCL) shall not apply to the execution, delivery or performance of this Agreement Agreement, the Company Stockholder Agreements or the consummation of the Merger or the other transactions contemplated by this AgreementAgreement or the Company Stockholder Agreements.
Appears in 1 contract
Section 203 of the DGCL Not Applicable. The Assuming the accuracy of the Parent’s and the Purchaser’s representation and warranty set forth in Section 5.7, the Company Board has taken all actions necessary so that the restrictions contained in Section 203 of the DGCL applicable to a “business combination” with an “interested stockholder” (each as defined in Section 203) shall not apply to the execution, delivery or performance of this Agreement or the consummation of any of the Merger or the other transactions contemplated by this AgreementTransactions.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Hittite Microwave Corp)
Section 203 of the DGCL Not Applicable. The Board of Directors of the Company Board has taken all actions necessary so that the restrictions contained in Section 203 of the DGCL applicable to a “business combination” with an “interested stockholder” (each as defined in Section 203therein) shall will not apply to to, and no other “fair price,” “business combination,” “moratorium,” “control share acquisition” or other form of antitakeover law (each, a “Takeover Statute”) will apply to, the execution, delivery or performance of this Agreement or the Stockholder Agreements or the consummation of the Merger or the other transactions contemplated by this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Charles River Associates Inc)
Section 203 of the DGCL Not Applicable. The Board of Directors of the Company Board has taken all actions necessary so that the restrictions contained in Section 203 of the DGCL applicable to a “"business combination” with an “interested stockholder” " (each as defined in Section 203) shall will not apply to the execution, delivery or performance of this Agreement Agreement, the Stockholder Agreements or the consummation of the Merger or the other transactions contemplated by this AgreementAgreement or the Stockholder Agreements.
Appears in 1 contract
Section 203 of the DGCL Not Applicable. The Board of Directors of the Company Board has taken all actions necessary so that the restrictions contained in Section 203 of the DGCL applicable to a “"business combination” with an “interested stockholder” " (each as defined in Section 203) shall will not apply to the execution, delivery or performance of this Agreement, the Company Stockholder Agreement or the consummation of the Merger or the other transactions contemplated by this Agreement or the Company Stockholder Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Applied Science & Technology Inc)
Section 203 of the DGCL Not Applicable. The Boards of -------------------------------------- Directors of the Company Board has and the Company Subsidiaries have taken all actions necessary action so that the restrictions contained in Section 203 of the DGCL applicable to a “"business combination” with an “interested stockholder” " (each as defined in Section 203) shall will not apply to the execution, delivery or performance of this Agreement or the consummation of the Merger or Merger, the other transactions contemplated by this AgreementAgreement or any other transaction between the Purchaser or any of its subsidiaries and the Company or any of its subsidiaries.
Appears in 1 contract
Samples: 1 Agreement and Plan of Reorganization (National Education Corp)
Section 203 of the DGCL Not Applicable. The Company Board has taken all actions necessary so that the restrictions contained in Section 203 of the DGCL applicable to a EXECUTION COPY “business combination” with an “interested stockholder” (each as defined in Section 203) shall not apply to the execution, delivery or performance of this Agreement Agreement, the Stockholder Agreements or the consummation of the Merger or the other transactions contemplated by this AgreementAgreement or the Stockholder Agreements.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Advanced Analogic Technologies Inc)
Section 203 of the DGCL Not Applicable. The Board of Directors of -------------------------------------- the Company Board has taken all actions necessary so that the restrictions contained in Section 203 of the DGCL applicable to a “"business combination” with an “interested stockholder” " (each as defined in Section 203) shall will not apply to the execution, delivery or performance of this Agreement Agreement, the Company Stock Option Agreement, the Stockholder Agreements or the consummation of the Merger or the other transactions contemplated by this Agreement, the Company Stock Option Agreement or the Stockholder Agreements.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Flycast Communications Corp)
Section 203 of the DGCL Not Applicable. The Boards of Directors of the Company Board has and the Company Subsidiaries have taken all actions necessary action so that the restrictions contained in Section 203 of the DGCL applicable to a “"business combination” with an “interested stockholder” " (each as defined in Section 203) shall will not apply to the execution, delivery or performance of this Agreement or the consummation of the Merger Offer or the Merger, the other transactions contemplated by this AgreementAgreement or any other transaction between the Parent or any of its subsidiaries and the Company or any of its subsidiaries.
Appears in 1 contract
Samples: Agreement and Plan of Merger (National Education Corp)
Section 203 of the DGCL Not Applicable. The Company Board has taken all actions necessary so that the restrictions contained in Section 203 of the DGCL applicable to a “business combination” with an “interested stockholder” (each as defined in Section 203) shall not apply to the execution, delivery or performance of this Agreement, the Stockholders’ Agreement or the consummation of the Merger or the other transactions contemplated by this Agreement or the Stockholders’ Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger
Section 203 of the DGCL Not Applicable. The Board of Directors of the -------------------------------------- Company Board has taken all actions necessary so that the restrictions contained in Section 203 of the DGCL applicable to a “"business combination” with an “interested stockholder” " (each as defined in Section 203) shall will not apply to the execution, delivery or performance of this Agreement, the Stockholder Agreement or the consummation of the Merger or the other transactions contemplated by this Agreement, or the Stockholder Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Cmgi Inc)
Section 203 of the DGCL Not Applicable. The Company Board has taken all actions necessary so that the restrictions contained in Section 203 of the DGCL applicable to a “business combination” with an “interested stockholder” (each as defined in Section 203) shall not apply to the execution, delivery or performance of this Agreement, the Stockholders’ Agreement or the consummation of the Offer, the Merger or the other transactions contemplated by this Agreement or the Stockholders’ Agreement.
Appears in 1 contract
Section 203 of the DGCL Not Applicable. The Company Board has taken all actions necessary so that the restrictions contained in Section 203 of the DGCL applicable to a “business combination” with an “interested stockholder” (each as defined in Section 203) shall not apply to the execution, delivery or performance of this Agreement Agreement, the Stockholder Agreements or the consummation of the Merger or the other transactions contemplated by this AgreementAgreement or the Stockholder Agreements.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Skyworks Solutions, Inc.)
Section 203 of the DGCL Not Applicable. The Company Board has taken all actions necessary so that the restrictions contained in Section 203 of the DGCL applicable to a “business combination” with an “interested stockholder” (each as defined in Section 203) shall not apply to the execution, delivery or performance of this Agreement or the consummation of the Merger or the other transactions contemplated by this Agreement.
Appears in 1 contract
Section 203 of the DGCL Not Applicable. The Company Board has -------------------------------------- taken all actions necessary so that the restrictions contained in Section 203 of the DGCL applicable to a “"business combination” with an “interested stockholder” " (each as defined in Section 203) shall not apply to the execution, delivery or performance of this Agreement, the Stockholders' Agreement or the consummation of the Merger or the other transactions contemplated by this Agreement or the Stockholders' Agreement.
Appears in 1 contract
Section 203 of the DGCL Not Applicable. The Board of Directors of the Company Board has taken all actions necessary so that the restrictions contained in Section 203 of the DGCL applicable to a “"business combination” with an “interested stockholder” " (each as defined in Section 203) shall will not apply to the execution, delivery or performance of this Agreement or the respective Stockholder Agreements dated as of the date hereof between Parent and certain stockholders of the Company (collectively, the "Stockholders Agreements") or the consummation of the Merger or the other transactions contemplated by this AgreementAgreement or by the Stockholders Agreements.
Appears in 1 contract
Section 203 of the DGCL Not Applicable. The Board of Directors of the Company Board has taken all actions necessary so that the restrictions contained in Section 203 of the DGCL applicable to a “"business combination” with an “interested stockholder” " (each as defined in Section 203) shall will not apply to the execution, delivery or performance of this Agreement or to the consummation of the Merger or the other transactions contemplated by this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Tickets Com Inc)
Section 203 of the DGCL Not Applicable. The Board of Directors of the Company Board has taken all actions necessary so that the restrictions contained in Section 203 of the DGCL applicable to a “"business combination” with an “interested stockholder” " (each as defined in Section 203) shall will not apply to the execution, delivery or performance of this Agreement Agreement, the Company Stock Option Agreement, the Stockholder Agreements or the consummation of the Merger or the other transactions contemplated by this Agreement, the Company Stock Option Agreement or the Stockholder Agreements.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Yesmail Com Inc)
Section 203 of the DGCL Not Applicable. The Company Board has taken all actions necessary so that the restrictions contained in Section 203 of the DGCL applicable to a “"business combination” with an “interested stockholder” " (each as defined in Section 203) shall not apply to the execution, delivery or performance of this Agreement Agreement, the Company Stockholder Agreements or the consummation of the Merger or the other transactions contemplated by this AgreementAgreement or the Company Stockholder Agreements.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Genaissance Pharmaceuticals Inc)
Section 203 of the DGCL Not Applicable. The Board of Directors of Company Board has taken all actions necessary so that the restrictions contained in Section 203 of the DGCL applicable to a “"business combination” with an “interested stockholder” " (each as defined -------------------------------------------------------------------------------- AGREEMENT AND PLAN OF MERGER 28 in Section 203) shall will not apply to the execution, delivery or performance of this Agreement Agreement, or the consummation of the Merger or the other transactions contemplated by this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Lernout & Hauspie Speech Products Nv)
Section 203 of the DGCL Not Applicable. The Company Board has taken all actions necessary so that the restrictions contained in Section 203 of the DGCL applicable to a “"business combination” with an “interested stockholder” " (each as defined in Section 203) shall not apply to the execution, delivery or performance of this Agreement Agreement, the Company Voting Agreements or the consummation of the Merger or the other transactions contemplated by this AgreementAgreement or the Company Voting Agreements.
Appears in 1 contract
Section 203 of the DGCL Not Applicable. The Company and its Board has of Directors have each taken all actions necessary so that action required to be taken by it in order to exempt the execution, delivery or performance of this Agreement by Company, the consummation of the Merger by Company and the transactions contemplated hereby from, and this Agreement, the Merger and the transactions contemplated hereby are exempt from, the restrictions contained in Section 203 of the DGCL applicable to a “"business combination” with an “interested stockholder” " (each as defined in Section 203) shall not apply to the execution, delivery or performance of this Agreement or the consummation of the Merger or the ). No other transactions contemplated by this Agreement."fair price," "
Appears in 1 contract
Samples: Agreement and Plan of Merger (Basin Exploration Inc)
Section 203 of the DGCL Not Applicable. 18 24 The Board of Directors of the Company Board has taken all actions necessary so that the restrictions contained in Section 203 of the DGCL applicable to a “"business combination” with an “interested stockholder” " (each as defined in Section 203) shall will not apply to the execution, delivery or performance of this Agreement, the Company Stockholder Agreement or the consummation of the Merger or the other transactions contemplated by this Agreement or the Company Stockholder Agreement.
Appears in 1 contract
