Examples of Delaware GCL in a sentence
If such restriction is set forth conspicuously on the certificates representing the shares or, in the case of uncertificated shares, is contained in a notice sent pursuant to Section 151(f) of the Delaware GCL, the corporation or the transfer agent shall not be required to transfer such shares upon the books of the corporation without receipt of satisfactory evidence of compliance with the terms of such restriction.
D&O insurance in consideration of corporate realities.370 For example, the MBCA and Delaware G.C.L. state that a corporation may “purchase and maintain insurance on behalf of” corporate directors or officers.371 These provisions reflect the corporate world, in which talented managers are reluctant to serve as officials without an insurance policy purchased by a corporation.
If authorized by the board of directors, the corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or who is or has served at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, to the full extent permitted by the Delaware GCL as in effect at the time of the adoption of this bylaw or as amended from time to time.
If the controlling shareholder succeeds in obtaining at least 90% of the common stock, the controlling shareholder can follow the tender offer with a short-form merger under Delaware GCL § 253 to eliminate the remaining minority shareholders.
The Agreement shall be governed by and construed in accordance with the law of the State of New York, without reference to that body of law concerning choice of law or conflicts of law, except that the General Corporation Law of the State of Delaware ("GCL") shall apply to all matters governed by the GCL, including without limitation matters concerning the validity of grants of stock options and actions of the Company's board of directors or any committee thereof.