Common use of State Takeover Statutes Clause in Contracts

State Takeover Statutes. 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 and the transactions contemplated by this Agreement, the provisions of Section 203 of the DGCL. To the best of the Company's knowledge, no other state takeover statute or similar statute or regulation applies or purports to apply to the Merger, this Agreement or any of the transactions contemplated by this Agreement.

State Takeover Statutes. The approval of the Merger by the Board of Directors of the Company has approved referred to in Section 3.01(d) constitutes approval of the Merger and this Agreement, and such approval is sufficient to render inapplicable to the Merger, this Agreement and the transactions contemplated by this Agreement, the provisions for purposes of Section 203 of the DGCL. To DGCL and represents the best only action necessary to ensure that Section 203 of the Company's knowledge, no DGCL does not and will not apply to the execution or delivery of this Agreement or the consummation of the Merger and the other transactions contemplated hereby. No other state takeover statute or similar statute or regulation applies is applicable to this Agreement, the Merger or purports to apply to the Merger, this Agreement or any of the other transactions contemplated by this Agreementhereby.

State Takeover Statutes. The Board Boards of Directors of the Company has and OCC have approved the Offer, the Merger and this AgreementAgreement and the Transactions, and such approval is approvals are sufficient to render inapplicable to the MergerOffer, the Merger and this Agreement and the transactions contemplated by this Agreement, Transactions the provisions of Section 203 of the DGCL. To the best of the Company's knowledge, no other state takeover statute or similar statute or regulation applies or purports to apply to the Offer, the Merger, this Agreement or any of the transactions contemplated by this AgreementTransactions.

State Takeover Statutes. The Board of Directors of the Company (the “Company Board”) has approved the Merger and this Agreement, and such approval is sufficient to render inapplicable to the Merger, this Agreement and the transactions contemplated consummation of the Transactions and such approval constitutes approval of the Merger and the other Transactions by this Agreement, the Company Board under the provisions of Section 203 of the DGCLDGCL such that Section 203 of the DGCL does not apply to the Merger and the other Transactions. To the best knowledge of the Company's knowledge, no other state takeover statute or similar statute or regulation applies or purports to apply is applicable to the Merger, this Agreement or any of Merger and the transactions contemplated by this AgreementTransactions.

State Takeover Statutes. The Board of Directors of the Company has approved the Merger Merger, this Agreement and this Agreementthe form of agreements between Parent, Sub and certain stockholders of the Company (collectively, the "Stockholder Agreements"), and such approval is sufficient to render inapplicable to the Merger, this Agreement Agreement, the Stockholder Agreements and the transactions contemplated by this Agreement, hereby and thereby the provisions of Section 203 of the DGCL. To the best of the Company's knowledge, no other state takeover statute or similar statute or regulation applies or purports to apply to the Merger, this Agreement or any of the transactions contemplated by this Agreement.

State Takeover Statutes. The Board of Directors of the Company has approved the Merger and this Agreement, and such approval is sufficient to render the provisions of Section 203 of the DGCL inapplicable to the Merger, this Agreement and the other transactions contemplated by this Agreement, the provisions of Section 203 of the DGCLhereby. To the best of the Company's knowledge, no No other state takeover statute or similar statute or regulation applies or purports to apply to the Merger, this Agreement or any of the other transactions contemplated by this Agreementhereby.

State Takeover Statutes. The Board of Directors of the Company has approved and declared advisable the Merger and this Agreement, and such approval is sufficient to render inapplicable to the Merger, this Agreement and the transactions contemplated by this Agreement, the provisions of Section 203 of the DGCLDGCL to the extent, if any, such Section is applicable to the Merger, this Agreement and the transactions contemplated by this Agreement and the Stockholder Agreement. To the best of the Company's knowledge, no No other state takeover statute or similar statute or regulation applies or purports to apply to the Merger, this Agreement or any of the transactions contemplated by this Agreement.

State Takeover Statutes. 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 and this Agreement, the provisions of Section 203 of the DGCL to the extent, if any, such Section is applicable to the Merger, this Agreement and the transactions contemplated by this Agreement and the Stockholder Agreement, the provisions of Section 203 of the DGCL. To the best of the Company's knowledge, no No other state takeover statute or similar statute or regulation applies or purports to apply to the Merger, this Agreement or any of the transactions contemplated by this Agreement.

State Takeover Statutes. The Board of Directors of the Company has approved the Merger and this Agreement and the other transactions contemplated by this Agreement, and such approval is sufficient to render inapplicable to the Merger, Merger and this Agreement and the other transactions contemplated by this Agreement, the provisions of Section 203 of the DGCL. To the best of the Company's knowledge, no other any state takeover statute or similar statute or regulation applies or purports to apply Law that would otherwise be applicable to the Merger, Merger and this Agreement or any of and the other transactions contemplated by this Agreement.

State Takeover Statutes. The Company Board of Directors of the Company has approved this Agreement and the Merger and this AgreementTransaction, and such approval is sufficient to render inapplicable to the Merger, this Agreement and the transactions contemplated by this Agreement, Transaction the provisions restrictions of Section 203 of the DGCL. To the best of the Company's ’s knowledge, no other state takeover statute or similar statute or regulation applies or purports to apply to the Merger, this Agreement or any of to the transactions contemplated by this AgreementTransaction.

State Takeover Statutes. The Board of Directors of the ----------------------- Company has approved the Offer, the Merger and this Agreement, Agreement and such approval is sufficient to render inapplicable to the Offer, the Merger, this Agreement and the other transactions contemplated by this Agreement, Agreement the provisions restrictions contained in Section 203(a) of the DGCL. Except for Section 203 of the DGCL. To the best of the Company's knowledgeDGCL (which has been rendered inapplicable), no other state takeover statute or similar statute or regulation applies or purports to apply of any state is applicable to the MergerOffer, the Merger or this Agreement or any (including all of the transactions contemplated by this Agreementhereby).

State Takeover Statutes. The Company Board of Directors of the Company has approved this Agreement and the Merger and this AgreementMerger, and such approval is sufficient to render inapplicable inapplicable, to the Merger, this Agreement and the transactions contemplated by this AgreementMerger, the provisions of Section 203 of the DGCLDGCL to the extent, if any, such Section is applicable to this Agreement and the Merger. To the best of the Company's knowledge, no other state takeover antitakeover statute or similar statute or regulation applies or purports to apply is applicable to the Merger, this Agreement Merger or any of the other transactions contemplated by this Agreementhereby.

State Takeover Statutes. 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, terms of this Agreement and the consummation of the Merger and the other transactions contemplated by this Agreement and such approval constitutes approval of this Agreement, the Merger and the other transactions contemplated by this Agreement under the provisions of Section 203 203(a)(l) of the DGCL. To the best of the Company's knowledge, no other state takeover statute or similar statute or regulation applies or purports to apply to the Merger, this Agreement or any of the transactions contemplated by this Agreement.

State Takeover Statutes. The approval of the Board of Directors of the Company has approved of this Agreement, the Merger and the other transactions contemplated by this Agreement, and such approval is sufficient Agreement represents all the action necessary to render inapplicable to this Agreement, the Merger, this Agreement Merger and the other transactions contemplated by this Agreement, the provisions of Section 203 of the DGCL. To DGCL to the best of extent, if any, such Section would otherwise be applicable to this Agreement, the Company's knowledgeMerger and the other transactions contemplated by this Agreement, and no other state takeover statute applies to this Agreement, the Merger or similar statute or regulation applies or purports to apply to the Merger, this Agreement or any of the other transactions contemplated by this Agreement.

State Takeover Statutes. The Company Board of Directors of the Company has approved the Merger and this Agreement, Agreement and such approval is sufficient to render inapplicable to the Merger, this Agreement and the transactions contemplated by this Agreement, Agreement the provisions of Section 203 of the DGCL. To the best knowledge of the Company's knowledgeCompany without investigation, no other state takeover statute or similar statute or regulation applies or purports to apply to the Merger, this Agreement Agreement, or any of the transactions contemplated by this Agreement.

State Takeover Statutes. The Board of Directors of the Company has approved the Merger Merger, this Agreement and this the Stockholder Agreement, and such approval is sufficient to render inapplicable to the Merger, this Agreement Agreement, the Stockholder Agreement, and the transactions contemplated by this Agreement and the Stockholder Agreement, the provisions of Section 203 of the DGCL. To the best of the Company's knowledge, no other state takeover statute or similar statute or regulation applies or purports to apply to the Merger, this Agreement or any of the transactions contemplated by this Agreement.

State Takeover Statutes. The Board of ------------------------ Directors of the Company has approved the Merger and this Agreement, and such approval is sufficient to render inapplicable to the MergerMerger and this Agreement, this Agreement and the transactions contemplated by this Agreement, the provisions of Section 203 607.0901 and Section 607.0902 of the DGCL. To the best of the Company's knowledge, no other state takeover statute or similar statute or regulation applies or purports to apply FBCA to the Mergerextent, if any, any such Section is applicable to the Merger and this Agreement or any of and the transactions contemplated by this Agreement.

State Takeover Statutes. The Board board of Directors directors of the Company has unanimously approved the Merger and this Agreement, and such approval is sufficient to render inapplicable to the Merger, this Agreement and the transactions contemplated by hereby, including the Merger and such approval constitutes approval of this Agreement, the Merger and the other transactions contemplated hereby under the provisions of Section 203 of the DGCLDGCL and represents all the action necessary to ensure that such Section 203 does not apply to Seller, the Company or Purchaser in connection with the Merger. To the best knowledge of the Company's knowledgeSeller, no other state takeover statute or similar statute or regulation applies or purports to apply is applicable to the Merger, this Agreement Merger or any of the other transactions contemplated by this Agreementhereby.

State Takeover Statutes. The Board of Directors of the Company has and the Special Committee have approved the Merger and this Agreement, and such approval is sufficient to render inapplicable to the Merger, this Agreement and the consummation of the transactions contemplated hereby and such approval constitutes approval of the Merger and the other transactions contemplated hereby by this Agreement, the Board of Directors of the Company under the provisions of Section 203 of the DGCL. To DGCL such that the best of the Company's knowledge, no other state takeover statute or similar statute or regulation applies or purports to restrictions on business combinations set forth in Section 203 do not apply to the Merger, this Agreement or any of Merger and the other transactions contemplated by this Agreementhereby or thereby.

State Takeover Statutes. The Company Board of Directors of the Company has approved the Merger and this Agreement, the Stockholder Agreement and the Merger, and such approval is sufficient to render inapplicable to this Agreement, the Merger, this Stockholder Agreement and the transactions contemplated by this AgreementMerger, the provisions of Section 203 of the DGCLDGCL to the extent, if any, such Section is applicable to this Agreement, the Stockholder Agreement and the Merger. To the best of the Company's knowledge, no other state takeover antitakeover statute or similar statute or regulation applies or purports to apply is applicable to the Merger, this Agreement Merger or any of the other transactions contemplated by this Agreementhereby.

State Takeover Statutes. The Board of Directors of the Company has unanimously approved the terms of this Agreement and the consummation of the Offer, the Merger and the other transactions contemplated by this Agreement, and such approval is sufficient to render inapplicable to the Merger, constitutes approval of this Agreement and the transactions contemplated hereby by this Agreement, the provisions of such Board. Section 203 of the DGCLDGCL is inapplicable to the Transactions. To the best of the Company's knowledge, no No other state takeover statute or similar statute or regulation applies or purports to apply is applicable to the MergerOffer, this Agreement the Merger or any of the there other transactions contemplated by this Agreementhereby.

State Takeover Statutes. The action of the Board of Directors of the Company has approved the Merger and this Agreement, and such approval is sufficient to render inapplicable to in approving the Merger, this Agreement and the other transactions contemplated by this Agreement, hereby is sufficient to render the provisions of Section 203 of the DGCL. To the best of the Company's knowledge, no other state takeover statute or similar statute or regulation applies or purports to apply DGCL inapplicable to the Merger, this Agreement or any of the transactions contemplated by Merger and this Agreement.

State Takeover Statutes. 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 and the transactions Transactions contemplated hereby and such approval constitutes approval of the Merger and Transactions by this Agreement, the Company Board of Directors under the provisions of Section 203 of the DGCL. To the best DGCL such that Section 203 of the Company's knowledge, no DGCL does not apply to this Agreement and the Transactions. No other state takeover statute or similar statute or regulation applies or purports to apply is applicable to the Merger, this Agreement Merger or any of the transactions Transactions contemplated by this Agreementhereby.

State Takeover Statutes. The Board of Directors action of the Company has approved the Merger and this Agreement, and such approval is sufficient to render inapplicable to Board in approving the Merger, this Agreement and the other transactions contemplated by this Agreement, hereby is sufficient to render the provisions of Section 203 of the DGCLDGCL inapplicable to the consummation of the Merger and the execution, delivery and performance of this Agreement. To the best Knowledge of the Company's knowledge, no other “control share acquisition,” “fair price,” “moratorium” or other antitakeover laws enacted under U.S. state takeover statute or similar statute or regulation applies or purports to federal laws apply to the Merger, this Agreement or any of the transactions contemplated by this Agreementhereby.

State Takeover Statutes. 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 and the transactions contemplated by this Agreement, the Merger Transactions and the execution of the Shareholders Agreement. Such approval constitutes approval of the Merger Transactions by the Board of Directors of the Company under the provisions of Section 203 of the DGCL. To No other takeover statutes, whether under the best laws of the Company's knowledgeDelaware or otherwise, no other state takeover statute or similar statute or regulation applies or purports to apply are applicable to the Merger, this Agreement Merger Transactions or any of the transactions contemplated by this Agreement.

State Takeover Statutes. 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 and the transactions contemplated by this Agreement, the provisions of Section 203 of the DGCLDGCL to the extent, if any, such Section is applicable to the Merger, this Agreement and the transactions contemplated by this Agreement and the Stockholder Agreement. To the best of the Company's knowledge, no No other state takeover statute or similar statute or regulation applies or purports to apply to the Merger, this Agreement or any of the transactions contemplated by this Agreement.

State Takeover Statutes. The Company Board has unanimously approved the terms of Directors this Agreement and the consummation of the Company has approved the Merger and this Agreementthe other Transactions, and such approval is sufficient represents all the actions necessary to render inapplicable to the Merger, this Agreement and the transactions contemplated by this Agreement, the provisions of Merger and the other Transactions, the restrictions on “business combinations” set forth in Section 203 of the DGCL, to the extent such restrictions would otherwise be applicable to this Agreement, the Merger and the other Transactions. To the best of the Company's knowledge, no No other state takeover statute or similar state statute or regulation applies or purports to apply to the Merger, this Agreement or any of the transactions contemplated by this Agreement, the Merger or the other Transactions.

State Takeover Statutes. The Board of Directors of the Company has approved the Merger Offer, the Merger, this Agreement and this Agreement, the acquisition of Shares by Sub pursuant to the Offer and such approval is sufficient to render inapplicable to the Offer, the Merger, this Agreement and the transactions contemplated by this Agreement, Agreement the provisions of Section 203 of the DGCL. To the best actual knowledge of the Company's knowledgeCompany without investigation, no other state takeover statute or similar statute or regulation applies or purports to apply to the Offer, the Merger, this Agreement Agreement, or any of the transactions contemplated by this Agreement. Section 4.16.

State Takeover Statutes. The Board of Directors of the Company has approved this Agreement and the Merger and this Agreement, transactions contemplated hereby and such approval is sufficient to render inapplicable to the Merger, this Agreement and the other transactions contemplated by this Agreement, hereby the provisions of Section 203 of the DGCL. To the best knowledge of the Company's knowledge, except for Section 203 of the DGCL (which has been rendered inapplicable), no other state anti-takeover statute Law or similar statute antitakeover provision in the Company's or regulation applies or purports any of its Subsidiaries' Organizational Documents is applicable to apply to the Merger, this Agreement or any of the transactions contemplated by this Agreementhereby.

State Takeover Statutes. 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 Stockholders Agreement and the transactions contemplated by this Agreement and the Stockholders Agreement, the provisions of restrictions contained in Section 203 203(a) of the DGCL. To the best of the Company's knowledge, no other state takeover statute or similar statute or regulation applies or purports to apply to the Merger, this Agreement or any of the transactions contemplated by this Agreement.

State Takeover Statutes. The approval of the Merger by the Board of Directors of the Company has approved referred to in Section 3.01(d) constitutes approval of the Merger and this Agreement, and such approval is sufficient to render inapplicable to the Merger, this Agreement and the transactions contemplated by this Agreement, the provisions for purposes of Section 203 of the DGCL. To DGCL and represents the best only action necessary to ensure that Section 203 of the Company's knowledge, no DGCL does not and will not apply to the execution and delivery of this Agreement or the consummation of the Merger. No other state takeover statute or similar statute or regulation applies is applicable to this Agreement, the Merger or purports to apply to the Merger, this Agreement or any of the other transactions contemplated by this Agreement.

State Takeover Statutes. The Company Board of Directors of the Company has approved the terms of this Agreement and the Stockholders Agreement and the consummation of the Merger and the other Transactions contemplated by this Agreement and the Stockholders Agreement, and such approval is sufficient to render inapplicable to the Merger, Merger and the other transactions contemplated by this Agreement and the transactions contemplated by this Agreement, Stockholders Agreement the provisions of restrictions on "business combinations" (as defined in Section 203 of the DGCL. To the best ) set forth in Section 203 of the Company's knowledge, no other state takeover statute or similar statute or regulation applies or purports to apply to the Merger, this Agreement or any of the transactions contemplated by this AgreementDGCL.

State Takeover Statutes. The Board of Directors of the Company has approved the Merger and this Agreement, Agreement and such approval is sufficient to render inapplicable to the Merger, Merger and this Agreement and the transactions contemplated by this Agreement, the provisions of Section 203 of the DGCL. DGCL to the extent, if any, such Section is applicable to the Merger and this Agreement To the best of the Company's knowledge, no other state takeover statute or similar statute or regulation applies to or purports to apply to the Merger, this Agreement Merger or any of the transactions contemplated by this Agreement.

State Takeover Statutes. The Board of Directors of the Company has approved the Merger and this Agreement, Agreement and such approval is sufficient to render inapplicable to the Merger, this Agreement and the transactions contemplated by this Agreement, hereby the provisions of Section 203 Article 14 and Article 14.1 of the DGCLVSCA. To the best Knowledge of the Company's knowledge, no other state takeover statute takeover, “moratorium,” “fair price,” “affiliate transaction” or similar statute or regulation applies or purports under any Law is applicable to apply to the Merger, this Agreement or any of and the transactions contemplated by this Agreementhereby.

State Takeover Statutes. The Board of Directors of the ----------------------- Company has approved the Offer, the Merger and this Agreement, Agreement and such approval is sufficient to render inapplicable to the MergerOffer, the Merger and this Agreement and the transactions contemplated by this Agreement, Agreement the provisions of Section 203 of the DGCL. To the best knowledge of the Company's knowledgeCompany (without investigation), no other state takeover statute or similar statute or regulation applies or purports to apply to the Offer, the Merger, this Agreement or any of the transactions contemplated by this Agreement.

State Takeover Statutes. The Board of Directors of the Company has approved the Merger and this Merger Agreement, and such approval is sufficient to render inapplicable to the Merger, this Agreement Merger Agreement, and the transactions contemplated by this Agreement, Merger Agreement the provisions of Section 203 of the DGCL. To the best knowledge of the Company's knowledge, no other state takeover statute or similar statute or regulation regulation, applies or purports to apply to the Merger, this Agreement Merger Agreement, or any of the transactions contemplated by this Merger Agreement.

State Takeover Statutes. The Company Board of Directors of the Company has approved the Merger and this Agreement, Agreement and such approval is sufficient to render inapplicable to the Merger, this Agreement Merger and the related transactions contemplated by this Agreement, the provisions of Section 203 of the DGCL. To the best of the Company's knowledge, no other state takeover statute or similar statute or regulation applies or purports to apply to the Merger, this Agreement or any of the transactions contemplated by this Agreement.

State Takeover Statutes. The Board of Directors of the Company has approved the Merger and this Agreement, Agreement and such approval is sufficient to render inapplicable to the Merger, Merger and this Agreement and the transactions contemplated by this Agreement, the provisions of Section 203 S.H.A. 805 ILCS 5/11 et. seq. of the DGCL. BCA to the extent, if any, such SECTION 1s applicable to the Merger and this Agreement To the best of the Company's knowledge, no other state takeover statute or similar statute or regulation applies to or purports to apply to the Merger, this Agreement Merger or any of the transactions contemplated by this Agreement.

State Takeover Statutes. The Board of Directors of the Company ----------------------- has approved the Merger and this Agreement, Agreement and such approval is sufficient to render inapplicable to the Merger, Merger and this Agreement and the transactions contemplated by this Agreement, the provisions of Section 203 of the DGCL. DGCL to the extent, if any, such Section is applicable to the Merger and this Agreement To the best of the Company's knowledge, no other state takeover statute or similar statute or regulation applies to or purports to apply to the Merger, this Agreement Merger or any of the transactions contemplated by this Agreement.

State Takeover Statutes. The Board board of Directors directors of ----------------------- the Company has unanimously approved the Merger and this Agreement, and such approval is sufficient to render inapplicable to the Merger, this Agreement and the transactions contemplated by hereby, including the Merger and such approval constitutes approval of this Agreement, the Merger and the other transactions contemplated hereby under the provisions of Section 203 of the DGCLDGCL and represents all the action necessary to ensure that such Section 203 does not apply to Seller, the Company or Purchaser in connection with the Merger. To the best knowledge of the Company's knowledgeSeller, no other state takeover statute or similar statute or regulation applies or purports to apply is applicable to the Merger, this Agreement Merger or any of the other transactions contemplated by this Agreementhereby.