Common use of State Takeover Statutes Clause in Contracts

State Takeover Statutes. The Board of Directors of the Company has approved the Merger, this Agreement, the Stock Option Agreements, the Parent Voting Agreement and the transactions contemplated hereby and thereby, and such approval is sufficient to render inapplicable to the Merger, this Agreement, the Stock Option Agreements, the Parent Voting Agreement and the transactions contemplated hereby and thereby the provisions of Section 203 of Delaware Law to the extent, if any, such section is applicable to the Merger, this Agreement, the Stock Option Agreements, the Parent Voting Agreement and the transactions contemplated hereby and thereby. No other state takeover statute or similar statute or regulation applies to or purports to apply to the Merger, this Agreement, the Stock Option Agreements, the Parent Voting Agreement or the transactions contemplated hereby and thereby.

Appears in 5 contracts

Samples: Agreement and Plan of Reorganization (HMT Technology Corp), Agreement and Plan of Reorganization (Komag Inc /De/), Agreement and Plan of Reorganization (Komag Inc /De/)

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State Takeover Statutes. The Board of Directors of the Company Parent has approved the Merger, this Agreement, the Stock Option Agreements, and the Parent Company Voting Agreement and the transactions contemplated hereby and thereby, and such approval is sufficient to render inapplicable to the Merger, this Agreement, the Stock Option Agreements, the Parent Company Voting Agreement and the transactions contemplated hereby and thereby the provisions of Section 203 of Delaware Law to the extent, if any, such section is applicable to the Merger, this Agreement, the Stock Option Agreements, the Parent Company Voting Agreement and the transactions contemplated hereby and thereby. No other state takeover statute or similar statute or regulation applies to or purports to apply to the Merger, this Agreement, the Stock Option Agreements, the Parent Company Voting Agreement or the transactions contemplated hereby and thereby.

Appears in 5 contracts

Samples: Agreement and Plan of Reorganization (HMT Technology Corp), Agreement and Plan of Reorganization (Komag Inc /De/), Agreement and Plan of Reorganization (Komag Inc /De/)

State Takeover Statutes. The Board of Directors of the Company has approved the Merger, this Agreement, the Stock Option Agreements, the Parent Voting Agreement Agreements and the transactions contemplated hereby and thereby, and such approval is sufficient to render inapplicable to the Merger, this Agreement, the Stock Option Agreements, the Parent Voting Agreement Agreements and the transactions contemplated hereby and thereby the provisions of Section 203 Sections 14-2-1110 et seq. and 14-2-1131 et seq. of Delaware Law the GBCC to the extent, if any, such section is applicable to the Merger, this Agreement, the Stock Option Agreements, the Parent Voting Agreement Agreements and the transactions contemplated hereby and thereby. No other state takeover statute or similar statute or regulation applies to or purports to apply to the Merger, this Agreement, the Stock Option Agreements, the Parent Voting Agreement Agreements or the transactions contemplated hereby and thereby.

Appears in 2 contracts

Samples: Agreement and Plan of Merger and Reorganization (Healthcare Com Corp), Agreement and Plan of Merger and Reorganization (Xcarenet Inc)

State Takeover Statutes. The Board of Directors of the Company has approved the Offer, the Merger, this Agreement, the Stock Option Agreements, the Parent Voting Agreement and the transactions contemplated hereby and therebyCompany Stockholder Agreements, and such approval is sufficient to render inapplicable to the Offer, the Merger, this Agreement, Agreement and the Stock Option Agreements, the Parent Voting Agreement Company Stockholder Agreements and the transactions contemplated hereby by this Agreement and thereby the Company Stockholder Agreements, the provisions of Section 203 of the Delaware Law to the extent, if any, such section Section is applicable to the Offer, the Merger, this Agreement, Agreement and the Stock Option Agreements, the Parent Voting Agreement Company Stockholder Agreements and the transactions contemplated hereby by this Agreement and therebythe Company Stockholder Agreements. No other state takeover statute or similar statute or regulation applies to or purports to apply to the Offer, the Merger, this Agreement, Agreement and the Stock Option Agreements, the Parent Voting Agreement Company Stockholder Agreements or the transactions contemplated hereby by this Agreement and therebythe Company Stockholder Agreements.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Sybase Inc), Agreement and Plan of Reorganization (New Era of Networks Inc)

State Takeover Statutes. The Board of Directors of the Company has approved the Merger, this the Merger Agreement, the Stock Option Agreements, the Parent Company Voting Agreement Agreements and the transactions contemplated hereby and thereby, and such approval is sufficient to render inapplicable to the Merger, this the Merger Agreement, the Stock Option Agreements, the Parent Company Voting Agreement Agreements and the transactions contemplated hereby and thereby the provisions of Section 203 of Delaware Law to the extent, if any, such section is applicable to the Merger, this the Merger Agreement, the Stock Option Agreements, the Parent Company Voting Agreement Agreements and the transactions contemplated hereby and thereby. No To the knowledge of Company, no other state takeover statute or similar statute or regulation applies to or purports to apply to the Merger, this the Merger Agreement, the Stock Option Agreements, the Parent Company Voting Agreement Agreements or the transactions contemplated hereby and thereby.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Netscreen Technologies Inc), Agreement and Plan of Reorganization (Juniper Networks Inc)

State Takeover Statutes. The Board of Directors of the Company has approved the Merger, this the Merger Agreement, the Stock Option Company Voting Agreements, the Parent Voting Option Agreement and the transactions contemplated hereby and thereby, and such approval is sufficient to render inapplicable to the Merger, this the Merger Agreement, the Stock Option Company Voting Agreements, the Parent Voting Option Agreement and the transactions contemplated hereby and thereby the provisions of Section 203 of the Delaware Law to the extent, if any, such section is applicable to the Merger, this the Merger Agreement, the Stock Option Company Voting Agreements, the Parent Voting Option Agreement and the transactions contemplated hereby and thereby. No other state takeover statute or similar statute or regulation applies to or purports to apply to the Merger, this the Merger Agreement, the Stock Option Company Voting Agreements, the Parent Voting Option Agreement or the transactions contemplated hereby and thereby.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Proxim Inc /De/), Agreement and Plan of Reorganization (Proxim Inc /De/)

State Takeover Statutes. The Board of Directors of the Company Parent has approved the Merger, this Agreement, the Stock Option Agreements, the Parent Voting Agreement Related Agreements and the transactions contemplated hereby and thereby, and such approval is sufficient to render inapplicable to the Merger, the Redemption, this Agreement, the Stock Option Agreements, the Parent Voting Agreement Related Agreements and the transactions contemplated hereby and thereby the provisions of Section 203 of Delaware Law to the extent, if any, such section is applicable to the Merger, the Redemption, this Agreement, the Stock Option Agreements, the Parent Voting Agreement Related Agreements and the transactions contemplated hereby and thereby. No other state takeover statute or similar statute or regulation applies to or purports to apply to the Merger, the Redemption, this Agreement, the Stock Option Agreements, the Parent Voting Agreement Related Agreements or the transactions contemplated hereby and thereby.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Maxtor Corp), Agreement and Plan of Merger (Maxtor Corp)

State Takeover Statutes. The Board of Directors of the Company has approved the Merger, this Agreement, the Stock Option AgreementsAgreement, the Parent Voting Agreement and the transactions contemplated hereby and thereby, and such approval is sufficient to render inapplicable to the Merger, this Agreement, the Stock Option AgreementsAgreement, the Parent Voting Agreement and the transactions contemplated hereby and thereby the provisions of Section 203 of Delaware Law to the extent, if any, such section is applicable to the Merger, this Agreement, the Stock Option AgreementsAgreement, the Parent Voting Agreement and the transactions contemplated hereby and thereby. No other state takeover statute or similar statute or regulation applies to or purports to apply to the Merger, this Agreement, the Stock Option AgreementsAgreement, the Parent Voting Agreement or the transactions contemplated hereby and thereby.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Go2net Inc)

State Takeover Statutes. The Board of Directors of the Company Parent has ----------------------- approved the Merger, this Agreement, the Stock Option Agreements, the Parent Voting Agreement Related Agreements and the transactions contemplated hereby and thereby, and such approval is sufficient to render inapplicable to the Merger, the Redemption, this Agreement, the Stock Option Agreements, the Parent Voting Agreement Related Agreements and the transactions contemplated hereby and thereby the provisions of Section 203 of Delaware Law to the extent, if any, such section is applicable to the Merger, the Redemption, this Agreement, the Stock Option Agreements, the Parent Voting Agreement Related Agreements and the transactions contemplated hereby and thereby. No other state takeover statute or similar statute or regulation applies to or purports to apply to the Merger, the Redemption, this Agreement, the Stock Option Agreements, the Parent Voting Agreement Related Agreements or the transactions contemplated hereby and thereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Quantum Corp /De/)

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State Takeover Statutes. The Board of Directors of the Company has ----------------------- approved the Merger, this Agreement, the Stock Option AgreementsAgreement, the Parent Voting Agreement and the transactions contemplated hereby and thereby, and such approval is sufficient to render inapplicable to the Merger, this Agreement, the Stock Option AgreementsAgreement, the Parent Voting Agreement and the transactions contemplated hereby and thereby the provisions of Section 203 of Delaware Law to the extent, if any, such section is applicable to the Merger, this Agreement, the Stock Option AgreementsAgreement, the Parent Voting Agreement and the transactions contemplated hereby and thereby. No other state takeover statute or similar statute or regulation applies to or purports to apply to the Merger, this Agreement, the Stock Option AgreementsAgreement, the Parent Voting Agreement or the transactions contemplated hereby and thereby.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Infospace Inc)

State Takeover Statutes. The Board of Directors of the Company has approved the Merger, this the Merger Agreement, the Stock Option AgreementsCompany Stockholder Agreement, the Parent Voting Agreement and the transactions contemplated hereby and thereby, and such approval is sufficient to render inapplicable to the Merger, this the Merger Agreement, the Stock Option Agreements, the Parent Voting Agreement Company Stockholder Agreements and the transactions contemplated hereby and thereby the provisions of Section 203 of the Delaware Law to the extent, if any, such section is applicable to the Merger, this the Merger Agreement, the Stock Option Agreements, the Parent Voting Agreement Company Stockholder Agreements and the transactions contemplated hereby and thereby. No other state takeover statute or similar statute or regulation applies to or purports to apply to the Merger, this the Merger Agreement, the Stock Option Agreements, the Parent Voting Agreement Company Stockholder Agreements or the transactions contemplated hereby and thereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Mih LTD)

State Takeover Statutes. The Board of Directors of the Company has ----------------------- approved the Merger, this the Merger Agreement, the Stock Option AgreementsCompany Stockholder Agreement, the Parent Voting Agreement and the transactions contemplated hereby and thereby, and such approval is sufficient to render inapplicable to the Merger, this the Merger Agreement, the Stock Option Agreements, the Parent Voting Agreement Company Stockholder Agreements and the transactions contemplated hereby and thereby the provisions of Section 203 of the Delaware Law to the extent, if any, such section is applicable to the Merger, this the Merger Agreement, the Stock Option Agreements, the Parent Voting Agreement Company Stockholder Agreements and the transactions contemplated hereby and thereby. No other state takeover statute or similar statute or regulation applies to or purports to apply to the Merger, this the Merger Agreement, the Stock Option Agreements, the Parent Voting Agreement Company Stockholder Agreements or the transactions contemplated hereby and thereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Opentv Corp)

State Takeover Statutes. The Board of Directors of the Company has ----------------------- approved the Merger, this Agreement, the Stock Option Agreements, Agreement and the Parent Voting Agreement Agreements and the transactions contemplated hereby and thereby, and such approval is sufficient to render inapplicable to the Merger, this Agreement, the Stock Option Agreements, the Agreement and such Parent Voting Agreement Agreements and the transactions contemplated hereby and thereby the provisions of Section 203 of the Delaware Law to the extent, if any, such section Section is applicable to the Merger, this Agreement, the Stock Option Agreements, the Agreement and such Parent Voting Agreement Agreements and the transactions contemplated hereby and thereby. No To 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, the Stock Option Agreements, Agreement and the Parent Voting Agreement Agreements or the transactions contemplated hereby and thereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Centra Software Inc)

State Takeover Statutes. The Board of Directors of the Company has ----------------------- approved the Merger, this the Merger Agreement, the Stock Option Company Voting Agreements, the Parent Voting Option Agreement and the transactions contemplated hereby and thereby, and such approval is sufficient to render inapplicable to the Merger, this the Merger Agreement, the Stock Option Company Voting Agreements, the Parent Voting Option Agreement and the transactions contemplated hereby and thereby the provisions of Section 203 of the Delaware Law to the extent, if any, such section is applicable to the Merger, this the Merger Agreement, the Stock Option Company Voting Agreements, the Parent Voting Option Agreement and the transactions contemplated hereby and thereby. No other state takeover statute or similar statute or regulation applies to or purports to apply to the Merger, this the Merger Agreement, the Stock Option Company Voting Agreements, the Parent Voting Option Agreement or the transactions contemplated hereby and thereby.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Netopia Inc)

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