Section 203 of the Clause Samples

Section 203 of the. Delaware General Corporation Law

Section 203 of the. Delaware General Corporation Law Not Applicable. The Board of Directors of Raven has taken all necessary actions so that the restrictions contained in Section 203 of the Delaware General Corporation Law applicable to a "business combination" (as defined in Section 203) will not apply to the execution, delivery or performance of this Agreement or to the consummation of Merger I or the other transactions contemplated by this Agreement.

Section 203 of the. Delaware General Corporation Law Not Applicable. The Board of Directors of KLA has taken all actions so that the restrictions contained in Section 203 of the Delaware General Corporation Law applicable to a "business combination" (as defined in such Section 203) will not apply to the execution, delivery or performance of this Agreement or the Stock Option Agreements or to the consummation of the Merger or the other transactions contemplated by this Agreement or the Stock Option Agreements.

Section 203 of the. Delaware General Corporation Law Not Applicable. The Board of Directors of MetaTools has taken all actions so that the restrictions contained in Section 203 of the Delaware General Corporation Law applicable to a "business combination" (as defined in such Section 203) will not apply to the execution, delivery or performance of this Agreement or the Stock Option Agreements or to the consummation of the Merger or the other transactions contemplated by this Agreement or the Stock Option Agreements.

Section 203 of the. Delaware General ----------------------------------- Corporation Law; Noncontravention. --------------------------------- (a) The Board of Directors of the Company unanimously has, after due consideration of its fiduciary duties and immediately prior to the execution of this Agreement, (i) determined that this Agreement and the transactions contemplated hereby are fair to the Company and the shareholders of the Company and (ii) approved this Agreement and the transactions contemplated hereby. The transactions contemplated by this Agreement have been approved by all requisite corporate action of the Company. The Board of Directors of the Company has approved the Buyer and its affiliates (including Thermo Electron Corporation and Thermo Power Corporation) becoming "interested stockholders" of the Company, as such term is defined in Section 203 of the Delaware General Corporation Law and, by reason of such approval, the exception to Section 203 contained in Section 203(a)(1) thereof shall apply to the transactions contemplated hereby and to any future "business combinations," as such term is defined in Section 203, between the Company and the Buyer and/or its affiliates (including Thermo Electron Corporation and its subsidiaries). (b) Neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby, require notice to or the approval of the holders of any portion of the outstanding shares of Common Stock other than the collective approval of the Sellers, which approval has been obtained. Neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby, (a) require on the part of the Company or any corporation with respect to which the Company, directly or indirectly, has the power to vote or direct the voting of sufficient securities to elect a majority of the directors (any of the foregoing being referred to herein as a "Subsidiary") any filing with, or any permit, authorization, consent or approval of, any court, arbitration tribunal, administrative agency or commission or other governmental or regulatory authority or agency (a "Governmental Entity"), (b) conflict with or violate any provision of the charter or Bylaws of the Company or any Subsidiary, (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of, create in any party the right to accelerate, terminate, m...

Section 203 of the. DELAWARE GENERAL CORPORATION LAW NOT APPLICABLE. The Board of Directors of VFI has taken all actions so that the restrictions contained in Section 203 of the Delaware General Corporation Law applicable to a "business combination" (as defined in such Section 203) will not apply to the execution, delivery or performance of this Agreement or to the consummation of the Merger or the other transactions contemplated by this Agreement.

Section 203 of the. Delaware General Corporation Law Not Applicable. The Board of Directors of CKS has taken all actions so that the restrictions contained in Section 203 of the Delaware Law applicable to A-7

Section 203 of the. Delaware General Corporation Law Not Applicable; State Takeover Statutes. The Board of Directors of IPEC has taken all actions so that the restrictions contained in Section 203 of Delaware Law applicable to a "business combination" (as defined in such Section 203) will not apply to the execution, delivery or performance of this Agreement or the Stock Option Agreements or to the consummation of the Merger or the other transactions contemplated by this Agreement or the Stock Option Agreements. To the knowledge of IPEC, no other state takeover statute is applicable to the Merger or the other transactions contemplated hereby and by the Stock Option Agreements.