Common use of Application of Takeover Protections; Rights Agreement Clause in Contracts

Application of Takeover Protections; Rights Agreement. The Company and its board of directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Certificate of Incorporation or the laws of the State of Delaware which is or could become applicable to any Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company’s issuance of the Securities and any Buyer’s ownership of the Securities.

Application of Takeover Protections; Rights Agreement. The Company and its board of directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) combination or other similar anti-takeover provision under the Certificate of Incorporation Company’s articles, by-laws, or other organizational documents or the laws of the State jurisdiction of Delaware its incorporation or otherwise which is or could become applicable to any Buyer the Investor as a result of the transactions contemplated by this Agreement, including, without limitation, the Company’s issuance of the Securities and any Buyerthe Investor’s ownership of the Securities.

Application of Takeover Protections; Rights Agreement. The Company and its board of directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Certificate of Incorporation or the laws of the State jurisdiction of Delaware its formation which is or could become applicable to any Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company’s issuance of the Securities and any Buyer’s ownership of the Securities.

Application of Takeover Protections; Rights Agreement. The Company and its board of directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, interested stockholder, business combination, poison pill (including including, without limitation, any distribution under a rights agreement) ), stockholder rights plan or other similar anti-takeover provision under the Certificate of Incorporation Articles or the laws of the State jurisdiction of Delaware its incorporation or otherwise which is or could become applicable to any Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company’s 's issuance of the Securities and any Buyer’s 's ownership of the Securities.

Application of Takeover Protections; Rights Agreement. The Company and its board of directors the Board have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Certificate Articles of Incorporation or the laws of the State jurisdiction of Delaware its formation which is or could become applicable to any Buyer Investor as a result of the transactions contemplated by this Agreement, including, without limitation, the Company’s 's issuance of the Securities and any Buyer’s the Investor's ownership of the Securities.

Application of Takeover Protections; Rights Agreement. The Company and its board of directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Certificate of Incorporation or the laws of the State jurisdiction of Delaware its formation which is or could become applicable to any Buyer Purchaser as a result of the transactions contemplated by this Agreementthe Transaction Documents, including, without limitation, the Company’s issuance of the Securities and any BuyerPurchaser’s ownership of the Securities.

Application of Takeover Protections; Rights Agreement. The Company and its board Board of directors Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Certificate of Incorporation its organizational documents or the laws of the State jurisdiction of Delaware its incorporation which is or could become applicable to any Buyer as a result would prevent completion of the transactions contemplated by this Agreement, including, without limitation, . The Company has not adopted a stockholder rights plan or similar arrangement relating to accumulations of beneficial ownership of Common Stock or a change in control of the Company’s issuance of the Securities and any Buyer’s ownership of the Securities.

Application of Takeover Protections; Rights Agreement. The Company and its board of directors the Board have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Certificate Articles of Incorporation or the laws of the State jurisdiction of Delaware its formation which is or could become applicable to any Buyer Investor as a result of the transactions contemplated by this Agreement, including, without limitation, the Company’s issuance of the Securities and any Buyerthe Investor’s ownership of the Securities.

Application of Takeover Protections; Rights Agreement. The Company and its board the Board of directors Directors of the Company have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Certificate Company’s certificate of Incorporation incorporation or the laws of the State jurisdiction of Delaware its formation which is or could become applicable to any Buyer Purchaser as a result of the transactions contemplated by this Agreement, including, without limitation, the Company’s issuance of the Acquired Securities and any BuyerPurchaser’s ownership of the Acquired Securities.

Application of Takeover Protections; Rights Agreement. The Company and its board of directors have not taken all necessary action, if any, and will not take any action in order to render inapplicable implement any control share acquisition, interested stockholder, business combination, poison pill (including including, without limitation, any distribution under a rights agreement) or other similar anti-takeover provision under the Certificate Articles of Incorporation Incorporation, Bylaws or other organizational documents or the laws of the State jurisdiction of Delaware which is its incorporation or could become applicable to any Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company’s issuance of the Securities and any Buyer’s ownership of the Securitiesotherwise.

Application of Takeover Protections; Rights Agreement. The Company and its board of directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Certificate of Incorporation or the laws of the State jurisdiction of Delaware its formation which is or could become applicable to any Buyer Purchaser as a result of the transactions contemplated by this Agreementthe Transaction Documents, including, without limitation, the Company’s issuance of the Purchased Securities and any BuyerPurchaser’s ownership of the Purchased Securities.

Application of Takeover Protections; Rights Agreement. The Company and its board Board of directors Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Certificate of Incorporation or the laws of the State jurisdiction of Delaware its formation or otherwise which is or could become applicable to any Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company’s 's issuance of the Securities and any Buyer’s 's ownership of the Securities.

Application of Takeover Protections; Rights Agreement. The Company and its board of directors have has taken all necessary action, if anyas necessary, including the amendment of its Rights Agreement dated as of July 29 2011 to result in the expiration of rights thereunder, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) ), or other similar anti-takeover provision under the Certificate Articles of Incorporation or the laws of the State jurisdiction of Delaware its formation which is or could become applicable to any Buyer Purchaser as a result of the transactions contemplated by this Agreement, including, without limitation, including the Company’s issuance of the Securities Shares and any BuyerPurchaser’s ownership of the SecuritiesShares.

Application of Takeover Protections; Rights Agreement. The Company and its board of directors have taken all necessary action, if any, action in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Certificate Articles of Incorporation or the laws of the State state of Delaware its incorporation which is or could become applicable to any Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company’s issuance of the Securities and any Buyer’s ownership of the Securities.

Application of Takeover Protections; Rights Agreement. The Company and its board of directors the Board have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Certificate of Incorporation or the laws of the State jurisdiction of Delaware its formation which is or could become applicable to any Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company’s issuance of the Securities and any Buyer’s ownership of the Securities.

Application of Takeover Protections; Rights Agreement. The Company and its board of directors the Board have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Certificate Articles of Incorporation or the laws of the State jurisdiction of Delaware its formation which is or could become applicable to any Buyer Investor as a result of the transactions contemplated by this Agreement, including, without limitation, the Company’s 's issuance of the Securities Note and any Buyer’s Warrant and the Investor's ownership of the SecuritiesNote and Warrant.

Application of Takeover Protections; Rights Agreement. The Company and its board of directors (the “Board”) have taken all necessary action, if any, action in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Certificate of Incorporation or the laws of the State state of Delaware its incorporation which is or could become applicable to any Buyer Required Holders as a result of the transactions contemplated by this Agreement, including, without limitation, the Company’s issuance of the Securities Conversion Stock and any Buyer’s Required Holders’ ownership of the SecuritiesConversion Stock.

Application of Takeover Protections; Rights Agreement. The Company and its board of directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Certificate Articles of Incorporation or the laws of the State of Delaware Colorado which is or could become applicable to any Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company’s 's issuance of the Securities and any Buyer’s 's ownership of the Securities.

Application of Takeover Protections; Rights Agreement. The Company and its board of directors the Board have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Certificate Articles of Incorporation or the laws of the State jurisdiction of Delaware its formation which is or could become applicable to any Buyer Investor as a result of the transactions contemplated by this Agreement, including, without limitation, the Company’s issuance of the Securities Shares and any Buyerthe Investor’s ownership of the SecuritiesShares.

Application of Takeover Protections; Rights Agreement. The Company and its board of directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Certificate of Incorporation or the laws of the State of Delaware Florida which is or could become applicable to any Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company’s 's issuance of the Securities and any Buyer’s 's ownership of the Securities.

Application of Takeover Protections; Rights Agreement. The Company and its board of directors the Board have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) ), or other similar anti-takeover provision under the Certificate of Incorporation or the laws of the State jurisdiction of Delaware its formation which is or could become applicable to any Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company’s issuance of the Securities and any Buyer’s ownership of the Securities.

Application of Takeover Protections; Rights Agreement. The Company and its board Board of directors Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Certificate of Incorporation or the laws of the State jurisdiction of Delaware its formation which is or could become applicable to any Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company’s issuance of the Securities and any Buyer’s ownership of the Securities.

Application of Takeover Protections; Rights Agreement. The Company and its board of directors have taken all necessary action, if any, in order to render inapplicable exempt the Company’s issuance of the Securities and any Investor’s ownership of the Securities from the provisions of any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) combination or other similar anti-takeover provision under the Certificate of Incorporation of the Company or the laws of the State state of Delaware its incorporation which is or could become applicable to any Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, . The Company does not have any stockholder rights plan or similar arrangement relating to accumulations of beneficial ownership of Common Stock or a change in control of the Company’s issuance of the Securities and any Buyer’s ownership of the Securities.

Application of Takeover Protections; Rights Agreement. The Company and its board the Board of directors Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Certificate of Incorporation Company’s organizational documents or the laws of the State of Delaware Florida which is or could become applicable to any Buyer solely as a result of the transactions contemplated by this Agreement, including, without limitation, the Company’s issuance of the Securities and any BuyerInvestor’s ownership of the Securities.

Application of Takeover Protections; Rights Agreement. The Company and its board of directors the Board have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Certificate of Incorporation of the Company, or the laws of the State state of Delaware its incorporation which is or could become applicable to any Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, . The Company has not adopted a shareholder rights plan or similar arrangement relating to accumulations of beneficial ownership of Common Stock or a change in control of the Company’s issuance of the Securities and any Buyer’s ownership of the Securities.