DGCL Section 203 Sample Clauses
DGCL Section 203 is a Delaware corporate law provision that restricts certain business combinations between a Delaware corporation and an interested stockholder for a period of three years after the stockholder acquires a significant ownership stake, typically 15% or more. The rule applies unless the board of directors approves the transaction before the stockholder crosses the ownership threshold, or unless other specific exceptions are met. This clause is designed to protect companies from hostile takeovers by making it more difficult for a new, large shareholder to quickly merge with or acquire the company without board approval, thereby giving the board leverage and time to consider the best interests of all shareholders.
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DGCL Section 203. The Company is not subject to the provisions of Section 203 of the DGCL.
DGCL Section 203. Neither Parent nor Acquisition Sub is, nor at any time during the last three (3) years has either Parent or Acquisition Sub been, an “interested stockholder” of the Company as defined in Section 203 of the DGCL.
DGCL Section 203. Neither Parent nor Purchaser, nor any of their “affiliates or associates” has been an “interested stockholder” of the Company, as those terms are defined in Section 203 of the DGCL, within the prior three (3) years. As of the date hereof and at all times prior to the Effective Time, neither Parent nor Purchaser, nor any of their Affiliates, beneficially owns (within the meaning of the Exchange Act and the rules and regulations promulgated thereunder) any shares of Common Stock.
DGCL Section 203. The Corporation hereby expressly elects not to be governed by Section 203 of the DGCL.
DGCL Section 203. Other than by reason of this Agreement or the transactions contemplated hereby, Parent is not an "interested stockholder" of the Company, as that term is defined in Section 203 of the DGCL.
DGCL Section 203. The business combination restrictions of Section 203 of the DGCL are not applicable to the transactions contemplated by this Agreement.
DGCL Section 203. Neither Parent nor Merger Sub is, nor at any time during the last three (3) years has either Parent or Merger Sub been, an “interested stockholder” of the Company as defined in Section 203 of the DGCL.
DGCL Section 203. The Board of Directors of the Company has taken all necessary action to approve the transactions contemplated hereunder so as to make Section 203 of the Delaware General Corporation Law not apply to the Backstop Investor.
DGCL Section 203. The Corporation hereby elects to be governed by Section 203 of the DGCL.
DGCL Section 203. The provisions of Section 203 of the Delaware General Corporation Law will not apply to Newcourt (by virtue of the DKB Voting Agreement or otherwise), this Agreement or the Plan of Arrangement or any of the transactions contemplated hereby or thereby.