Common use of Section 203 of the DGCL Clause in Contracts

Section 203 of the DGCL. The Company Board has taken all actions necessary so that the restrictions contained in Section 203 of the DGCL applicable to a “business combination” (as defined in such Section 203) shall not apply to the execution, delivery or performance of this Agreement, the Stockholder and Voting Agreement or the consummation of the Merger or the other transactions contemplated by this Agreement or the Stockholder and Voting Agreement. No other state or foreign anti-takeover statute applies to the Company as a result of the transactions contemplated hereby, including the Merger.

Section 203 of the DGCL. The Company Board has taken all actions necessary so that the restrictions contained in Section 203 of the DGCL applicable to a “business combination” (as defined in such Section 203203 of the DGCL) shall not apply to the execution, delivery or performance of this Agreement, the Stockholder and Voting Agreement or the consummation of the Merger or the other transactions contemplated by this Agreement or the Stockholder and Voting Agreement. No other state or foreign anti-takeover statute applies to the Company as a result of the transactions contemplated hereby, including the Merger.

Section 203 of the DGCL. The Prior to the date of this Agreement, the Company Board has taken all actions necessary action necessary, assuming the accuracy of the representation given by Buyer and Merger Sub in Section 5.10, so that the restrictions on business combinations contained in Section 203 of the DGCL applicable to a “business combination” (as defined in such Section 203) shall will not apply with respect to the execution, delivery or performance as a result of this Agreement, the Stockholder and Voting Support Agreement or the consummation Transactions, without any further action on the part of the Merger Company Stockholders or the other transactions contemplated by this Agreement or Company Board. To the Stockholder and Voting Agreement. No Company’s Knowledge, no other state or foreign anti-takeover statute applies is applicable to the Company as a result of the transactions contemplated hereby, including the Merger.

Section 203 of the DGCL. The Company Prior to the date of this Agreement, the Company’s Board has taken all actions action necessary so that the restrictions on business combinations contained in Section 203 of the DGCL applicable to a “business combination” (as defined in such Section 203) shall will not apply with respect to the execution, delivery or performance as a result of this Agreement, the Stockholder and Voting Agreement or the consummation of the Merger or the other transactions contemplated by this Agreement or the Stockholder and Voting Agreement. No other state or foreign anti-takeover statute applies to the Company as a result of the transactions contemplated herebyhereby or thereby, including the MergerTransaction, without any further action on the part of the Company’s Stockholders or the Company’s Board.

Section 203 of the DGCL. The Prior to the date of this Agreement, the Company Board of Directors has taken all actions action necessary so that the restrictions on business combinations contained in Section 203 of the DGCL applicable to a “business combination” (as defined in such Section 203) shall will not apply with respect to the execution, delivery or performance as a result of this Agreement, the Stockholder and Voting Agreement Company Support Agreement, any other Transaction Documents or the consummation transactions contemplated hereby or thereby, including the Merger, without any further action on the part of the Merger Company’s stockholders or the other transactions contemplated by this Agreement or Board of the Stockholder and Voting AgreementDirectors of the Company. No other state or foreign anti-takeover statute applies is applicable to the Company as a result of the transactions contemplated hereby, including the Merger.

Section 203 of the DGCL. The Company Board has taken all actions necessary so that the restrictions contained in Section 203 of the DGCL applicable to a “business combination” (as defined in such Section 203) shall not apply to the execution, delivery or performance of this Agreement, the Stockholder and Voting Agreement or the consummation of the Merger or the other transactions contemplated by this Agreement or the Stockholder and Voting Agreement. No other state or foreign anti-takeover statute applies to the Company as a result of the transactions contemplated hereby, including the Merger.

Section 203 of the DGCL. The Prior to the date of this Agreement, the Company Board of Directors has taken all actions action necessary so that the restrictions on business combinations contained in Section 203 of the DGCL applicable to a “business combination” (as defined in such Section 203) shall will not apply with respect to the execution, delivery or performance as a result of this Agreement, the Stockholder Original Agreement, the Amended and Voting Agreement Restated Company Support Agreement, any other Transaction Documents or the consummation transactions contemplated hereby or thereby, including the Merger, without any further action on the part of the Merger Company’s stockholders or the other transactions contemplated by this Agreement or Board of the Stockholder and Voting AgreementDirectors of the Company. No other state or foreign anti-takeover statute applies is applicable to the Company as a result of the transactions contemplated hereby, including the Merger.

Section 203 of the DGCL. The Company Board has taken all actions necessary so that the restrictions contained in Section 203 of the DGCL applicable to a “"business combination” " (as defined in such Section 203) shall not apply to the execution, delivery or performance of this Agreement, the Stockholder and Voting Agreement or the consummation of the Merger or the other transactions contemplated by this Agreement. There are no anti-takeover laws of any other state, federal or foreign jurisdiction that would apply to the execution, delivery or performance of this Agreement or the Stockholder and Voting Agreement. No other state or foreign anti-takeover statute applies to the Company as a result consummation of the Merger or the other transactions contemplated hereby, including the Merger.

Section 203 of the DGCL. The Company Board has taken all actions necessary so that the restrictions contained in Section 203 of the DGCL applicable to a “business combination” (as defined in such Section 203) shall not apply to the execution, delivery or performance of this Agreement, the Stockholder and Voting Agreement or the consummation of the Merger or the other transactions contemplated by this Agreement or the Stockholder and Voting Agreement. No other state or foreign anti-takeover statute applies to the Company as a result of the transactions contemplated hereby, including the Merger.

Section 203 of the DGCL. The Company Prior to the date of this Agreement, the NORD Board has taken all actions action necessary so that the restrictions on business combinations contained in Section 203 of the DGCL applicable to a “business combination” (as defined in such Section 203) shall will not apply with respect to the execution, delivery or performance as a result of this Agreement, the Stockholder and Voting Agreement or the consummation of the Merger or the other transactions contemplated by this Agreement or the Stockholder transactions contemplated hereby or thereby, including the Merger, without any further action on the part of the NORD Stockholders or the NORD Board. True and Voting Agreementcomplete copies of all resolutions of the NORD Board reflecting such actions have been previously provided or made available to PDM USA. No other state or foreign anti-takeover statute applies is applicable to the Company as a result of the transactions contemplated hereby, including the Merger.

Section 203 of the DGCL. The Company Board has taken all actions necessary so that the restrictions contained in Section 203 of the DGCL applicable to a “business combination” (as defined in such Section 203203 of the DGCL) shall not apply to the execution, delivery or performance of this Agreement, the Stockholder and Voting Agreement or the consummation of the Merger or the other transactions contemplated by this Agreement. There are no anti-takeover laws of any other state, federal or foreign jurisdiction that would apply to the execution, delivery or performance of this Agreement or the Stockholder and Voting Agreement. No other state or foreign anti-takeover statute applies to the Company as a result consummation of the Merger or the other transactions contemplated hereby, including the Merger.

Section 203 of the DGCL. The Prior to the date of this Agreement, the Company Board of Directors has taken all actions action necessary so that the restrictions on business combinations contained in Section 203 of the DGCL applicable to a “business combination” (as defined in such Section 203) shall will not apply with respect to the execution, delivery or performance as a result of this Agreement, the Stockholder Original Agreement, the Existing Agreement, the Second Amended and Voting Agreement Restated Company Support Agreement, any other Transaction Documents or the consummation transactions contemplated hereby or thereby, including the Merger, without any further action on the part of the Merger Company’s stockholders or the other transactions contemplated by this Agreement or Board of the Stockholder and Voting AgreementDirectors of the Company. No other state or foreign anti-takeover statute applies is applicable to the Company as a result of the transactions contemplated hereby, including the Merger.

Section 203 of the DGCL. The Company Board has taken all actions necessary so that the restrictions contained in Section 203 of the DGCL applicable to a “business combination” (as defined in such Section 203) shall not apply to the execution, delivery or performance of this Agreement, any of the Stockholder and Voting Agreement Ancillary Agreements or the consummation of the Merger or the other transactions contemplated by this Agreement or any of the Stockholder and Voting AgreementAncillary Agreements. No other state or foreign anti-takeover statute applies to the Company as a result of the transactions contemplated herebyhereby or any of the Ancillary Agreements, including the Merger.

Section 203 of the DGCL. The Company Board has taken all actions necessary so that the restrictions contained in Section 203 of the DGCL applicable to a “business combination” (as defined in such Section 203203 of the DGCL) shall not apply to the execution, delivery or performance of this Agreement, Agreement or the Stockholder and Voting Contribution Agreement or the consummation of the Merger or the other transactions contemplated by this Agreement or and the Stockholder and Voting Contribution Agreement. No other state or foreign There are no anti-takeover statute applies laws of any other state, federal or foreign jurisdiction that would apply to the Company as a result execution, delivery or performance of this Agreement or the consummation of the Merger or the other transactions contemplated hereby, including the Merger.

Section 203 of the DGCL. The Company Board has taken all actions necessary so that the restrictions contained in Section 203 of the DGCL applicable to a “business combination” (as defined in such Section 203) shall not apply to the execution, delivery or performance of this Agreement, the Company Stockholder and Voting Agreement or the consummation of the Merger or the other transactions contemplated by this Agreement or the Company Stockholder and Voting Agreement. No other state or foreign anti-takeover statute or similar statute or regulation applies to or purports to apply to the Company as a result of Merger, the Agreement or the transactions contemplated hereby, including the Mergerhereby and thereby.

Section 203 of the DGCL. The Assuming the accuracy of the representations and warranties set forth in Section 3.8, the Company Board has taken all actions necessary so that the restrictions applicable to business combinations contained in Section 203 of the DGCL applicable to a “business combination” (as defined in such Section 203) shall not apply be inapplicable to the execution, delivery or and performance of this Agreement, the Stockholder CVR Agreement and the Voting and Support Agreement or and to the consummation of the Merger or and the other transactions contemplated by Transactions. To the knowledge of the Company, no other Takeover Law applies or will apply to this Agreement, the CVR Agreement and the Voting and Support Agreement or the Stockholder and Voting Agreement. No other state or foreign anti-takeover statute applies to the Company as a result consummation of the transactions contemplated hereby, including Merger and the Mergerother Transactions.