Delaware Takeover Statute definition

Delaware Takeover Statute has the meaning set forth in the Recitals.
Sample 1
Delaware Takeover Statute means Section 203 of the DGCL.
Sample 1

Examples of Delaware Takeover Statute in a sentence

  • The foregoing description of the Delaware Takeover Statute does not purport to be complete and is qualified in its entirety by reference to the provisions of the Delaware Takeover Statute.

  • The Corporation hereby elects not to be governed by Section 203 of the Delaware General Corporation Law, as now in effect or hereafter amended, or any successor statute thereto (the “ Delaware Takeover Statute”) until such time as the Trigger Event occurs, whereupon the Corporation will, after the occurrence of the Trigger Event, be governed by the Delaware Takeover Statute.

  • The governing body will invite whoever it chooses as individual expert advisors, balanced as between the actors listed below, with temporary or ongoing observer status.

  • See “The Offer—Conditions to the Offer.” The Delaware Takeover Statute Condition.

  • Pendry, Concession Program Manager, National Park Service, Washington, DC, 20240, Telephone 202/ 513–7156.

  • During the course of cross examination, Mr Mills accepted that the request was not an unreasonable one.

  • Protection of DV foreign travel itineraries is required by DoD and USAF policy guidance.

  • Matters relating to the Delaware Takeover Statute Condition are described in more detail below under “Certain Legal Matters; Regulatory Approvals.” The foregoing conditions are for the sole benefit of FFG and Purchaser and may be asserted by FFG or Purchaser or may be waived by FFG or Purchaser in whole or in part at any time and from time to time in their reasonable discretion.

  • Delaware Takeover Statute Our Certificate of Incorporation provides that we are not governed by Section 203 of the DGCL.

  • Accordingly, the Board approved the Merger Agreement, as described in Item 4 above and, therefore, the restrictions of the Delaware Takeover Statute are inapplicable to the Merger and the transactions contemplated under the Merger Agreement.

Related to Delaware Takeover Statute

  • Takeover Statute means any “fair price,” “moratorium,” “control share acquisition” or other similar anti-takeover Law.

  • Takeover Statutes mean any “business combination,” “control share acquisition,” “fair price,” “moratorium” or other takeover or anti-takeover statute or similar Law.

  • Takeover Law means any “fair price,” “moratorium,” “control share acquisition,” “business combination” or any other anti-takeover statute or similar statute enacted under applicable Law.

  • Takeover Laws means any “moratorium,” “control share acquisition,” “fair price,” “supermajority,” “affiliate transactions,” or “business combination statute or regulation” or other similar state anti-takeover laws and regulations.

  • Company Bylaws means the Amended and Restated Bylaws of the Company as in effect on the date hereof.

  • Takeover Rules means the Irish Takeover Panel Act 1997, Takeover Rules 2013;

  • Merger Sub Board means the board of directors of Merger Sub.

  • Disinterested Shareholder Approval means approval by a majority of the votes cast by all the Company’s shareholders at a duly constituted shareholders’ meeting, excluding votes attached to Common Shares beneficially owned by Insiders who are Service Providers or their Associates;

  • Electronic Transactions Law means the Electronic Transactions Law (2003 Revision) of the Cayman Islands.

  • Parent Bylaws means the bylaws of Parent, as amended.

  • First Merger shall have the meaning given in the Recitals hereto.

  • Electronic Transactions Act means the Electronic Transactions Act (As Revised) of the Cayman Islands.

  • DRULPA means the Delaware Revised Uniform Limited Partnership Act.

  • Company Merger shall have the meaning given in the Recitals.

  • Company Articles means the Articles of Incorporation of the Company, as amended.

  • Interested Stockholder means, in respect of any business combination, any person (other than the Corporation or any Subsidiary) who or which as of the record date for the determination of stockholders entitled to notice of and to vote on such business combination, or immediately prior to the consummation of any such transaction:

  • Second Merger has the meaning set forth in the Recitals.

  • Takeover Code means the City Code on Takeovers and Mergers.

  • Delaware Law means the General Corporation Law of the State of Delaware.

  • Governing statute of an organization means the statute that governs the organization's internal affairs.

  • Reorganization Transactions shall have the meaning set forth in the recitals.

  • Parent Stockholder Approval means the affirmative vote of the holders of a majority of the shares of Parent Stock entitled to vote with respect to the approval of the Parent Stock Issuance.

  • Restated Certificate of Incorporation means the Restated Certificate of Incorporation of the Company, as amended.

  • DLLCA means the Delaware Limited Liability Company Act.

  • Parent Shareholder Approval means the affirmative vote of the holders of a majority of the votes cast by holders of outstanding shares of Parent Stock on the proposal to approve the issuance of Parent Stock as provided in this Agreement at the Parent Special Meeting.

  • MergerSub has the meaning set forth in the Preamble.