Section 203 of DGCL Clause Samples

Section 203 of DGCL. The Board of Directors of Powertel has approved this Agreement, the Reorganization and the Powertel Stockholder Agreement and the transactions contemplated hereby, with the effect that the restrictions on business combinations contained in Section 203 of the DGCL will not apply to VoiceStream or Sub as a result of this Agreement, the Reorganization and Powertel Stockholder Agreement. To Powertel's knowledge, (i) no anti-takeover statute or similar law of Georgia or Delaware imposes restrictions which could reasonably be expected to adversely affect or delay the consummation of the transactions contemplated by this Agreement, and (ii) no "control share acquisition," "fair price," "moratorium" or other anti-takeover laws or regulations enacted under Georgia or Delaware law applicable to Powertel apply to this Agreement or any of the transactions related thereto.

Section 203 of DGCL. The Board of Directors of the Company has taken all action necessary so that the provisions of Section 203 of the DGCL applicable to a “business combination” (as defined in Section 203 of the DGCL) will not apply to this Agreement or the transactions contemplated herein.

Section 203 of DGCL. The Board of Directors shall have approved the entry by the Company into this Agreement and the performance of the Company’s obligations hereunder and consummation of the transactions contemplated hereby for purposes of paragraph (a)(1) of DGCL Section 203.

Section 203 of DGCL. The Corporation expressly elects not to be governed by Section 203 of the DGCL.

Section 203 of DGCL. Rights Agreement. Prior to the date hereof, the Board of Directors of Target has taken all action necessary to exempt under or make not subject to (x) the provisions of Section 203 of the DGCL and (y) any other state takeover law or state law that purports to limit or restrict business combinations or the ability to acquire or vote shares: (i) the execution of this Agreement, (ii) the Merger and (iii) the transactions contemplated hereby. The Rights Agreement, dated as of April 30, 1997 (the "Target Rights Agreement"), between Target and Harris Trust Savings Bank as rights agent, has been amended so that Pur-

Section 203 of DGCL. The Board of Directors of the Company and the Special Committee has approved this Agreement, the Agreements to Facilitate Merger, and the transactions contemplated hereby and thereby and have taken such other actions so that neither the restrictions on "business combinations" (as defined in Section 203 of the DGCL) as set forth in Section 203 of the DGCL nor the provisions of any other "fair price," "moratorium," "control share acquisition," or other similar anti-takeover statute or regulation nor the provisions of any applicable anti-takeover provisions in the Certificate of Incorporation or Bylaws of the Company will apply to this Agreement, the Agreements to Facilitate Merger, or any of the transactions contemplated hereby or thereby.

Section 203 of DGCL. Parent and the Board of Directors of Parent have each taken all actions necessary to be taken such that no restrictive provision of any “moratorium,” “control share acquisition,” “fair price,” “interested stockholder,” “affiliate transaction,” “business combination,” or other similar anti-takeover statutes, laws or regulations enacted by the federal or any state government, including the State of Delaware and Section 203 of DGCL, or any applicable anti-takeover provision in Parent’s certificate of incorporation or bylaws or in the certificate of incorporation or bylaws or comparable constituent documents of any Subsidiary of Parent, is, or at the Closing will be, applicable to (a) any of the parties to this Agreement, (b) the execution of this Agreement or the Voting Agreements or (c) the Exchange, the Investments or any of the other transactions contemplated by this Agreement and the Voting Agreements.

Section 203 of DGCL. The SPAC Board has taken all necessary action so that no restrictive provision of any “business combination,” “fair price,” “moratorium,” “control share acquisition,” “takeover,” “interested shareholder” or other similar anti-takeover applicable Law (including Section 203 of the DGCL) applies to this Agreement, and the consummation of the Merger and the other transactions contemplated by this Agreement or the Sponsor Support Agreement.

Section 203 of DGCL. Under the Company's Restated Certificate of Incorporation, Section 203 of the DGCL is inapplicable to the Reorganization, this Agreement and the Stockholder Agreement and, accordingly, neither such Section nor, to the knowledge of the Company, any other antitakeover or similar statute or regulation applies to any such transactions. To the knowledge of the Company, no other "control share acquisition," "fair price," "moratorium" or other antitakeover laws or regulations enacted under U.S. federal or state laws applicable to the Company apply to this Agreement or any of the transactions related thereto.