DCGL definition
Examples of DCGL in a sentence
We are not licensed to practice law in the State of Delaware, and as a result, our opinions herein as to such law are based solely on our review of a standard compilation of the DCGL and the DLLCA, in each case without regard to judicial or administrative interpretations of any Delaware law.
Parent shall use its reasonable best efforts to hold one or more special meetings of stockholders to obtain the approval of the issuance of its shares in connection with the Merger by the stockholders of Parent as required by the rules of the Nasdaq Stock Market and in accordance with the applicable requirements of the DCGL.
Abacus has the necessary corporate power and authority to enter into and deliver this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated hereby, except that the Merger is subject to the adoption and approval of this Agreement and the Merger by Abacus' stockholders as required by the DCGL.
The appointment of new directors in accordance with the terms of this Section 2.3(d) shall be accomplished through the filling of vacancies in the Board of Directors of the Parent in compliance with the applicable provisions of the DCGL and the by-laws of the Parent and without the vote (by written consent or otherwise) of the shareholders of the Parent.
If the DGCL hereafter is amended to further eliminate or limit the liability of a director or officer, then a director or officer, as applicable, of the Corporation, in addition to the circumstances in which a director or officer, as applicable, is not personally liable as set forth in the preceding sentence, shall not be liable to the fullest extent permitted by the amended DCGL.
Immediately following the execution and delivery of this Agreement by the parties hereto, Parent, as sole stockholder of Merger Sub, shall adopt this Agreement and approve the transactions contemplated hereby, including the Merger, in accordance with the DCGL, by written consent.
Upon the terms and subject to the conditions set forth in this Agreement and in accordance with the DCGL, at the Effective Time, Merger Sub shall be merged with and into the Company.
Upon the terms and subject to the conditions set forth in this Agreement and in accordance with the Delaware General Corporation Law (“DGCL”), the Company will be merged with and into Merger Sub in accordance with the DCGL (the “Merger”) through the filing of a Certificate of Merger with the Secretary of State of the State of Delaware.
On the Closing Date, assuming satisfaction or waiver of the conditions set forth below, the parties hereto shall cause the Merger to be consummated by filing a Certificate of Merger as contemplated by the Delaware General Corporation Law (the "DCGL"), together with any related certificates, with the Secretary of State of the State of Delaware, in such form as required by, and executed in accordance with the relevant provisions of the DCGL.
Further, no more than five percent of the Shareholders shall have notified the Company of their appraisal rights in accordance with Section 262 of the DCGL.