Common use of Dynamics Corp Clause in Contracts

Dynamics Corp. of America, the Supreme Court held that the State of Indiana could, as a matter of corporate law, constitutionally disqualify a potential acquirer from voting shares of a target corporation without the prior approval of the remaining stockholders where, among other things, the corporation is incorporated in, and has a substantial number of stockholders in, the state. Subsequently, in TLX Acquisition Corp. v. Telex Corp., a federal district court in Oklahoma ruled that the Oklahoma statutes were unconstitutional insofar as they apply to corporations incorporated outside Oklahoma in that they would subject such corporations to inconsistent regulations. Similarly, in Tyson Foods, Inc. ▇. ▇▇▇▇▇▇▇▇▇▇, a federal district court in Tennessee ruled that four Tennessee takeover statutes were unconstitutional as applied to corporations incorporated outside Tennessee. This decision was affirmed by the United States Court of Appeals for the Sixth Circuit. In December 1988, a federal district court in Florida held in Grand Metropolitan PLC ▇. ▇▇▇▇▇▇▇▇▇▇▇, that the provisions of the Florida Affiliated Transactions Act and the Florida Control Share Acquisition Act were unconstitutional as applied to corporations incorporated outside of Florida. We have not attempted to comply with any state takeover statutes in connection with the offer or the merger, other than the Delaware Business Combination Provisions. We reserve the right to challenge the validity or applicability of any state law or regulation allegedly applicable to the offer or the merger, and nothing in this offer to purchase or any action that we take in connection with the offer is intended as a waiver of that right. In the event that it is asserted that one or more takeover or business combination statutes applies to the offer or the merger, and it is not determined by an appropriate court that the statutes in question do not apply or are invalid as applied to the offer or the merger, as applicable, we may be required to file certain documents with, or receive approvals from, the relevant state authorities, and if such a governmental authority sought or obtained an injunction seeking to prevent our purchase of Shares in the offer, we might be unable to accept for payment or purchase Shares tendered in the offer or be delayed in completing the offer. In that case, we may not be obligated to accept for purchase, or pay for, any Shares tendered.

Dynamics Corp. of America, the Supreme Court held that the State of Indiana could, as a matter of corporate law, constitutionally disqualify a potential acquirer acquiror from voting shares of a target corporation without the prior approval of the remaining stockholders where, among other things, the corporation is incorporated inincorporated, and has a substantial number of stockholders instockholders, in the state. Subsequently, in TLX Acquisition Corp. v. Telex Corp., a U.S. federal district court in Oklahoma ruled that the Oklahoma statutes were unconstitutional insofar as they apply applied to corporations incorporated outside Oklahoma in that they would subject such corporations to inconsistent regulations. Similarly, in Tyson Foods, Inc. ▇. ▇▇▇▇▇▇▇▇▇▇, a U.S. federal district court in Tennessee ruled that four Tennessee takeover statutes were unconstitutional as applied to corporations incorporated outside Tennessee. This decision was affirmed by the United States Court of Appeals for the Sixth Circuit. In December 1988, a U.S. federal district court in Florida held in Grand Metropolitan PLC ▇. ▇▇▇▇▇▇▇▇▇▇▇, ▇ that the provisions of the Florida Affiliated Transactions Act and the Florida Control Share Acquisition Act were unconstitutional as applied to corporations incorporated outside of Florida. The state law before the Supreme Court was by its terms applicable only to corporations that had a substantial number of stockholders in the state and were incorporated there. The Company, directly or through subsidiaries, conducts business in a number of states throughout the United States, some of which have enacted takeover laws. We do not know whether any of these laws will, by their terms, apply to the Offer or the Merger and have not attempted to comply with any such laws. Should any person seek to apply any state takeover statutes in connection with the offer or the mergerlaw, other than the Delaware Business Combination Provisions. We reserve the right to challenge we will take such action as then appears desirable, which may include challenging the validity or applicability of any state law or regulation allegedly applicable to the offer or the merger, and nothing such statute in this offer to purchase or any action that we take in connection with the offer is intended as a waiver of that rightappropriate court proceedings. In the event any person asserts that the takeover laws of any state are applicable to the Offer or the Merger, and an appropriate court does not determine that it is asserted that one inapplicable or more takeover or business combination statutes applies to the offer or the merger, and it is not determined by an appropriate court that the statutes in question do not apply or are invalid as applied to the offer Offer or the merger, as applicableMerger, we may be required to file certain documents information with, or receive approvals from, the relevant state authorities. In addition, and if such a governmental authority sought or obtained an injunction seeking to prevent our purchase of Shares in the offerenjoined, we might may be unable to accept for payment or purchase any Shares tendered in pursuant to the offer Offer, or be delayed in completing continuing or consummating the offerOffer and the Merger. In that such case, we may not be obligated to accept for purchase, or pay for, payment any Shares tenderedtendered in the Offer. See Section 15—"Conditions to the Offer."