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CVS » Topics » . Antitakeover Statutes.

This excerpt taken from the CVS 8-K filed Nov 2, 2006.
. Antitakeover Statutes. (a) CVS has taken all action necessary to exempt the Merger, this Agreement and the transactions contemplated hereby from the restrictions on business combinations set forth in Section 203 of Delaware Law, and, accordingly, neither the restrictions on business combinations set forth in such Section nor in any other antitakeover or similar statute or regulation applies or purports to apply to the Merger or any other transaction contemplated by this Agreement. No other “control share acquisition,” “fair price,” “moratorium” or other antitakeover laws enacted under

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U.S. state or federal laws apply to this Agreement or any of the transactions contemplated hereby.

     (b) CVS has taken all action necessary to render Article Fifth of CVS’s amended restated certificate of incorporation as inapplicable to the Merger, this Agreement and the other transactions contemplated hereby.

ARTICLE 6
COVENANTS OF CAREMARK

     Caremark agrees that:

     Section 6.01

This excerpt taken from the CVS DEFA14A filed Nov 2, 2006.
. Antitakeover Statutes. (a) CVS has taken all action necessary to exempt the Merger, this Agreement and the transactions contemplated hereby from the restrictions on business combinations set forth in Section 203 of Delaware Law, and, accordingly, neither the restrictions on business combinations set forth in such Section nor in any other antitakeover or similar statute or regulation applies or purports to apply to the Merger or any other transaction contemplated by this Agreement. No other “control share acquisition,” “fair price,” “moratorium” or other antitakeover laws enacted under

43





U.S. state or federal laws apply to this Agreement or any of the transactions contemplated hereby.

     (b) CVS has taken all action necessary to render Article Fifth of CVS’s amended restated certificate of incorporation as inapplicable to the Merger, this Agreement and the other transactions contemplated hereby.

ARTICLE 6
COVENANTS OF CAREMARK

     Caremark agrees that:

     Section 6.01

EXCERPTS ON THIS PAGE:

8-K
Nov 2, 2006
DEFA14A
Nov 2, 2006

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