Common use of Anti-takeover Provisions and Rights Plan Clause in Contracts

Anti-takeover Provisions and Rights Plan. The Board of Directors has taken all necessary action to ensure that the transactions contemplated by this Agreement and the Amended Warrant and the consummation of the transactions contemplated hereby and thereby, including the exercise of the Amended Warrant in accordance with its terms, will be exempt from any anti-takeover or similar provisions of the Company’s Charter and bylaws, and any other provisions of any applicable “moratorium”, “control share”, “fair price”, “interested stockholder” or other anti-takeover laws and regulations of any jurisdiction. The Company has taken all actions necessary to render the Tax Benefits Preservation Plan, dated April 15, 2011, as amended by an amendment dated April 26, 2011, between the Company and Registrar and Transfer Company as Rights Agent (the “Tax Benefits Preservation Plan”) and any other shareholders’ rights plan of the Company inapplicable to this Agreement, the Exchange Shares and the Amended Warrant and the consummation of the transactions contemplated hereby and thereby, including the exercise of the Amended Warrant by the Investor in accordance with its terms.

Anti-takeover Provisions and Rights Plan. The Board of Directors has taken all necessary action to ensure that the transactions contemplated by this Agreement and the Amended Warrant and the consummation of the transactions contemplated hereby and thereby, including the exercise of the Amended Warrant in accordance with its terms, will be exempt from any anti-takeover or similar provisions of the Company’s Charter and bylaws, and any other provisions of any applicable “moratorium”, “control share”, “fair price”, “interested stockholder” or other anti-takeover laws and regulations of any jurisdiction. The Company has taken all actions necessary to render the Tax Benefits Preservation Plan, dated April 15November 23, 2011, as amended by an amendment dated April 26, 20112010, between the Company and Registrar and Transfer Company as Rights Agent Xxxxx Fargo Bank, National Association (the “Tax Benefits Preservation Plan”) and any other shareholdersstockholders’ rights plan of the Company inapplicable to this Agreement, the Exchange Shares and the Amended Warrant and the consummation of the transactions contemplated hereby and thereby, including the exercise of the Amended Warrant by the Investor in accordance with its terms.