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This excerpt taken from the CVS 8-K filed Aug 13, 2008. Permits”)
required to carry on its business as now conducted, except for those Permits the
absence of which would not have, individually or in the aggregate, a Company
Material Adverse Effect. The Company is duly qualified to do business
as a foreign corporation and is in good standing in each jurisdiction where such
qualification is necessary, except for those jurisdictions where failure to be
so qualified would not reasonably be expected to have, individually or in the
aggregate, a Company Material Adverse Effect. The Company has
heretofore made available to Parent true and complete copies of the articles of
incorporation and bylaws of the Company as currently in
effect.
Section
5.02. Corporate
Authorization. (a) The execution, delivery and performance by
the Company of this Agreement and the consummation by the Company of the
transactions contemplated hereby are within the Company’s corporate powers and,
except for the affirmative vote of the holders of two-thirds of the outstanding
Shares in connection with the consummation of the Merger (if required by
Applicable Law), have been duly authorized by all necessary corporate action on
the part of the Company. The affirmative vote of the holders of
two-thirds of the outstanding Shares entitled to vote thereon (if required by
Applicable Law) is the only vote of the holders of any of the Company’s capital
stock necessary in connection with the consummation of the
Merger. Assuming due authorization, execution and delivery hereof by
Parent and Merger Subsidiary, this Agreement constitutes a valid and binding
agreement of the
19
Company
enforceable against the Company in accordance with its terms (subject, in the
case of enforceability, to applicable bankruptcy, insolvency, fraudulent
transfer, reorganization, moratorium and other laws affecting creditors’ rights
generally and general principles of equity).
(b) At
a meeting duly called and held, the Board of Directors has (i) unanimously
determined that this Agreement and the transactions contemplated hereby,
including the Offer and the Merger, are advisable and in the best interests of
the Company and its stockholders, (ii) unanimously adopted this Agreement
and approved the transactions contemplated hereby, including the Offer and the
Merger, and (iii) unanimously resolved (subject to Section 7.04) to
recommend acceptance of the Offer and approval of the Merger by its stockholders
(such recommendation, the “ |
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