State Takeover Statutes Inapplicable. Assuming that the representations of Parent and Merger Sub set forth in the first sentence of Section 4.6 are true, accurate and complete, the Company Board has taken all actions so that the restrictions on business combinations set forth in Section 203 of the DGCL are not and will not be, to the extent such restrictions can be rendered inapplicable by action of the Company Board, applicable to this Agreement and the Transactions and, to the Knowledge of the Company, no other state takeover statute or similar statute or regulation applies to or purports to apply to the Transactions.
State Takeover Statutes Inapplicable. The Board of Directors of the Company has taken all action necessary so that (assuming Section 4.05 is correct) Section 203 of the Corporation Law is inapplicable to, and to the knowledge of the Company no other Takeover Law is applicable to, the Merger and the transactions contemplated hereby.
State Takeover Statutes Inapplicable. The restrictions on business combinations applicable to "interested stockholders" contained in Section 203 of the DGCL will not apply to the Offer, the Merger and the other transactions contemplated hereby.
State Takeover Statutes Inapplicable. 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 Law (each, a “Takeover Statute”) (including the interested stockholder provisions codified in Section 203 of the DGCL) or any anti-takeover provision in the Company’s Certificate of Incorporation or Bylaws is applicable to this Agreement, the Merger and the transactions contemplated by this Agreement (including the Voting Agreement).
State Takeover Statutes Inapplicable. The Board of Directors has approved the transactions to be effected in accordance with this Agreement pursuant to Article 13.03A(1) of the TBCA, and determined that such approval satisfies the requirements of Article 13.03A(1) of the TBCA and, as a result, renders the other provisions of Article 13.03 of the TBCA inapplicable to the Transactions and to the Subsequent Transactions.
State Takeover Statutes Inapplicable. The Company Board has taken all action necessary so that (assuming the accuracy of Parent’s representations in Section 5.06) the restrictions applicable to business combinations contained in Section 203 of the Corporation Law is inapplicable to, and to the Knowledge of the Company no other “moratorium”, “control share acquisition,” “business combination,” “fair price” or other form of anti-takeover Laws or regulations (collectively with Section 203 of the Corporation Law, “Takeover Laws”) is applicable to, the Offer, the Merger and the other transactions contemplated by this Agreement. The Company does not have in effect any “poison pill” or shareholder rights plan.
State Takeover Statutes Inapplicable. Assuming that the representation of Parent and Purchaser in Section 5.08 is true, the Company Board has taken all action necessary so that Section 203 of the Corporation Law is inapplicable to the Offer, the Merger, this Agreement and the transactions contemplated hereby and by the Stockholder Support Agreement. To the knowledge of the Company, no other Takeover Law is applicable to the Offer, the Merger, this Agreement or the transactions contemplated hereby and by the Stockholder Support Agreement.
State Takeover Statutes Inapplicable. Section 203 of the DGCL is inapplicable to and no other “moratorium,” “control share acquisition,” “business combination,” “fair price” or other form of anti-takeover Legal Requirement is applicable to, the Merger and the other Transactions, including the entry by the Company into the SPAC Voting Agreements.
State Takeover Statutes Inapplicable. Assuming that the representations of Parent and Acquisition Sub set forth in this Agreement are true, accurate and complete, the Company Board has taken all necessary actions so that the restrictions on business combinations set forth in Section 203 of the DGCL and any other similar applicable Law are not applicable to this Agreement and the transactions contemplated hereby. No other state takeover statute or similar statute or regulation applies to or purports to apply to the Offer or the Merger or the other transactions contemplated hereby. No “fair price,” “moratorium,” “control share acquisition” or other similar anti-takeover statute or regulation or any anti-takeover provision in the Company’s certificate of incorporation and bylaws is, or at the Effective Time will be, applicable to the Company Shares, the Merger or the other transactions contemplated by this Agreement.
State Takeover Statutes Inapplicable. (a) Sections ------------------------------------ 180.1140 to 180.1145 of the WBCL are inapplicable to the Offer, the Merger, this Agreement and the Shareholder Option Agreement and the transactions contemplated hereby and thereby.
