Delaware General Corporation Law. Title 8 of the Delaware Code, as amended from time to time. Director – each member of the Board of Directors elected as provided in Section 6.02.
Delaware General Corporation Law. The Target will call a special meeting of its stockholders (the "Special Meeting"), as soon as practicable in order that the Target Stockholders may consider and vote upon the adoption of this Agreement and the approval of the Merger in accordance with the Delaware General Corporation Law. The Target will mail the Joint Disclosure Document to its stockholders as soon as practicable. The Joint Disclosure Document will contain the affirmative recommendation of the board of directors of the Target in favor of the adoption of this Agreement and the approval of the Merger; provided, however, that no director or officer of the Target shall be required to violate any fiduciary duty or other requirement imposed by law in connection therewith.
Delaware General Corporation Law. For purposes of Section 203 of the Delaware General Corporation Law, the execution and delivery of this Agreement and the Stockholder Agreements and consummation of transactions contemplated hereby and thereby, including without limitation the purchase by Parent of Company Shares or other securities issued by the Company, has received the prior approval of the Board of Directors of the Company and, accordingly, Parent will not be subject to the restrictions of Section 203(b) of the Delaware General Corporation Law in the consummation of the Merger or this Agreement or the Stockholder Agreements or the transactions contemplated by either thereof.
Delaware General Corporation Law. To the knowledge of IBS, no state takeover statute is applicable to this Agreement or the IBS Merger.
Delaware General Corporation Law. The D.G.C.L. 8 §350, §351 and §354 regulate shareholders’ agreements and the requirements to be enforceable186. The requirements for a shareholder agreement to be enforceable under the D.G.C.L. are: • The agreement shall be set forth in the certificate of incorporation187 if the purpose is to establish direct shareholder management of the corporation rather than by directors,188 or a written agreement signed by the different agreement is contained in articles of incorporation or bylaws unanimously approved, it may be desirable to have all the shareholders actually sign the instrument in order to establish unequivocally their agreement. Similarly, while transferees are bound by a valid shareholder agreement, it may be desirable to obtain the affirmative written assent of the transferee at the time of the transfer.”). 181 See Official Comment Section 7.32 (b) MoDEl Bus Corp Act (2005) (commenting that “[s]ection 7.32 (b) requires unanimous shareholder approval regardless of entitlement to vote. Unanimity is required because an agreement authorized by section 7.32 can effect material organic changes in the corporation’s operation and structure, and in the rights and obligations of shareholders.)”. 182 See Official Comment Section 7.32 (b) MoDEl Bus Corp Act (2005) (commenting that “[t]he requirement that the shareholder agreement be made known to the corporation is the predicate for the requirement in subsection (c) that the share certificates or information statements be legended to note the existence of the agreement. No specific form of notification is required and the agreement need not be filed with the corporation. In the case of shareholder agreements outside the articles or bylaws, the requirements of signatures by all of the shareholders will in virtually all case be sufficient to constitute notification of the corporation, as one or more signatories will normally also be a director or an officer.”). 183 See MoDEl Bus Corp Act § 7.32 (e) (2005) (providing that “[a]n agreement authorized by this section that limits the discretion or powers or the board of directors shall relieve the directors of, and impose upon the person or persons in whom such discretion or powers are vested, liability for acts or omissions imposed by law on directors to the extent that the discretion or powers or the directors are limited by the agreement”). 184 See MoDEl Bus Corp Act § 7.32 (d) (2005) (providing that “[a]n agreement authorized by this section shall cease to be ef...
Delaware General Corporation Law. Seller will call a special meeting of its stockholders as soon as reasonably practicable in order that the stockholders may consider and vote upon the adoption of this Agreement and the approval of the Merger in accordance with the Delaware General Corporation Law, provided however, Seller may at its option, and as permitted by the Delaware General Corporation Law, obtain the adoption of the Agreement and approval of the Merger by written consent of its stockholders.
Delaware General Corporation Law. The Buyer will call a special meeting of its stockholders (the "Special Meeting"), or if permitted, will obtain a Majority Consent in Lieu of Meeting as soon as practicable to consider and vote on the approval of the Reorganization, Redemption and Recapitalization Agreement substantially in the form attached hereto as Exhibit 5.3(c) in accordance with the Delaware General Corporation Law, and on changed name to BSI2000, Inc. The board of directors of the Buyer will recommend approval of the Reorganization, Redemption and Recapitalization to Buyer's shareholders.
Delaware General Corporation Law. The Delaware General Corporation Law anti-takeover provisions are inapplicable to this Agreement and the transactions contemplated hereby.
Delaware General Corporation Law. Member-Link will call a special meeting of its stockholders (the "Special Member-Link Meeting") as soon as reasonably practicable in order that the stockholders may consider and vote upon the adoption of this Agreement and the approval of the Merger in accordance with the Delaware General Corporation Law; provided, however, that Member-Link may, in lieu of calling a Special Member-Link Meeting, obtain approval of the Merger by its stockholders in such other manner as shall be consistent with the provisions of the Delaware General Corporate Law. I-Trax will call a special meeting of its stockholders (the "Special I-Trax Meeting") as soon as reasonably practicable in order that the stockholders may consider and vote upon the adoption of this Agreement and the approval of the Merger in accordance with the Delaware General Corporation Law; provided, however, that I-Trax may, in lieu of calling a Special I-Trax Meeting, obtain approval of the Merger by its stockholders in such other manner as shall be consistent with the provisions of the Delaware General Corporate Law. If required, the Parties will mail the Joint Disclosure Document to their respective stockholders simultaneously and as soon as reasonably practicable. The Joint Disclosure Document will contain the affirmative recommendations of the respective boards of directors of the Parties in favor of the adoption of this Agreement and the approval of the Merger; provided, however, that no director or officer of either Party shall be required to violate any fiduciary duty or other requirement imposed by law in connection therewith.
