Common use of Anti-Takeover Protections Clause in Contracts

Anti-Takeover Protections. The Company represents and warrants to VHA and UHC that the Board of Directors of the Company has adopted a binding resolution that neither VHA nor UHC will be deemed an "interested stockholder" under Section 203 General Corporation Law of the State of Delaware ("DGCL") and that the restrictions contained in Section 203 of DGCL applicable to "business combinations" (as defined in Section 203 of DGCL) shall not apply to VHA and UHC, solely to the extent that in connection with, or as a result of, the Joint Participation, VHA is deemed to be the owner of any shares of capital stock of the Company currently owned by UHC or UHC is deemed to be the owner of any shares of capital stock of the Company currently owned by VHA. As used in this Section 2, the term "owner" (including the term "owned") has the meaning assigned thereto in Section 203 of DGCL.

Anti-Takeover Protections. The Company represents and warrants to VHA and UHC that the Board of Directors of the Company has adopted a binding resolution that neither VHA nor UHC will be deemed an "“interested stockholder" ” under Section 203 General Corporation Law of the State of Delaware ("“DGCL"”) and that the restrictions contained in Section 203 of DGCL applicable to "“business combinations" ” (as defined in Section 203 of DGCL) shall not apply to VHA and UHC, solely to the extent that in connection with, or as a result of, the Joint Participation, VHA is deemed to be the owner of any shares of capital stock of the Company currently owned by UHC or UHC is deemed to be the owner of any shares of capital stock of the Company currently owned by VHA. As used in this Section 2, the term "“owner" ” (including the term "“owned"”) has the meaning assigned thereto in Section 203 of DGCL.