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, interested stockholder, business combination, poison pill (including, without limitation, any distribution under a rights agreement) or other similar anti-takeover provision under the Articles of Incorporation, Bylaws or other organizational documents or the laws of the jurisdiction of its incorporation or otherwise which is or could become applicable to Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company’s issuance of the Securities and Buyer’s ownership of the Securities. The Company and its board of directors have taken all necessary action, if any, in order to render inapplicable any stockholder rights plan or similar arrangement relating to accumulations of beneficial ownership of shares of Common Stock or a change in control of the Company.

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 Buyer’s ownership of the Securities from the provisions of any control share acquisition, interested stockholder, business combination, poison pill (including, without limitation, any distribution under a rights agreement) combination or other similar anti-takeover provision under the Articles Certificate of Incorporation, Bylaws or other organizational documents Incorporation of the Company or the laws of the jurisdiction state of 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 issuance of the Securities and Buyer’s ownership of the Securities. The Company and its board of directors does not have taken all necessary action, if any, in order to render inapplicable any stockholder rights plan or similar arrangement relating to accumulations of beneficial ownership of shares of Common Stock or a change in control of the Company.

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, interested stockholder, business combination, poison pill (including, without limitation, any distribution under a rights agreement) or other similar anti-takeover provision under the Articles Certificate of Incorporation, Bylaws or other organizational documents or the laws of the jurisdiction of its incorporation or otherwise 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 Common Shares and any Buyer’s ownership of the SecuritiesCommon Shares. The Company and its board Board of directors Directors have taken all necessary action, if any, in order to render inapplicable any stockholder rights plan or similar arrangement relating to accumulations of beneficial ownership of shares of Company Common Stock or a change in control of the Company.

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 stockholdershareholder, business combination, poison pill (including, without limitation, any distribution under a rights agreement) ), shareholder rights plan or other similar anti-takeover provision under the Articles of Incorporation, Bylaws or other organizational documents Organizational Documents or the laws of the jurisdiction of 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 issuance of the Securities and any Buyer’s ownership of the Securities. The Company and its board of directors have taken all necessary action, if any, in order to render inapplicable any stockholder shareholder rights plan or similar arrangement relating to accumulations of beneficial ownership of shares of Common Stock Ordinary Shares or a change in control of the CompanyCompany or any of its Subsidiaries.

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, interested stockholder, business combination, poison pill (including, without limitation, any distribution under a rights agreement) or other similar anti-takeover provision under the Articles of Incorporation, Bylaws or other organizational documents or the laws of the jurisdiction of its incorporation or otherwise 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. The Company and its board Board of directors Directors have taken all necessary action, if any, in order to render inapplicable any stockholder rights plan or similar arrangement relating to accumulations of beneficial ownership of shares of Common Stock or a change in control of the CompanyCompany or any of its Subsidiaries.

Application of Takeover Protections; Rights Agreement. The Company and its board Board of directors Directors have taken all necessary actionactions, if any, in order to render inapplicable any control share acquisition, interested stockholder, business combination, poison pill (including, without limitation, including any distribution under a rights agreement) ), stockholder rights plan or other similar anti-takeover provision under any of the Articles Certificate of Incorporation, Incorporation and Bylaws or other organizational documents or the laws of the jurisdiction of its incorporation or otherwise which is or could become applicable to Buyer any Purchasers as a result of the transactions contemplated by this Agreementthe Transaction Agreements, including, without limitation, including the Company’s issuance of the Securities Shares and Buyer’s ownership by Purchasers of the SecuritiesShares. The Company and its board Board of directors Directors have taken all necessary action, if any, in order to render inapplicable any stockholder rights plan or similar arrangement relating to accumulations of beneficial ownership of shares of Common Stock or a change in control of the CompanyCompany or any of its Subsidiaries.

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, interested stockholdershareholder, business combination, poison pill (including, without limitation, any distribution under a rights agreement) ), shareholder rights plan or other similar anti-anti- takeover provision under the Articles of Incorporation, Bylaws or other organizational documents Company’s Governing Documents or the laws of the jurisdiction State of its incorporation Florida or otherwise which is or could become applicable to the Company or the Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company’s issuance of the Securities and Buyer’s ownership of the Securities. The Company and its board of directors the Board have taken all necessary action, if any, in order to render inapplicable any stockholder shareholder rights plan or similar arrangement relating to accumulations of beneficial ownership of shares of Common Stock or a change in control of the CompanyCompany or any of its Subsidiaries.

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, without limitation, including any distribution under a rights agreement) or other similar anti-takeover provision under the Articles Company’s Articles, any certificates of Incorporation, Bylaws or other organizational documents determination or the laws of the jurisdiction of its formation or incorporation or otherwise which is or could become applicable to Buyer each Purchaser as a result of the transactions contemplated by this AgreementAgreement and the Other Transaction Documents, including, without limitation, the Company’s issuance of the Securities Common Stock Shares and Buyerany Purchaser’s ownership of the SecuritiesCommon Stock Shares. The Company and its board of directors have taken all necessary action, if any, in order to render inapplicable any stockholder rights plan or similar arrangement relating to accumulations of beneficial ownership of shares of Common Stock or a change in control of the CompanyStock.

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, without limitation, including any distribution under a rights agreement) or other similar anti-takeover provision under the Articles of Incorporation, Bylaws or other organizational documents document or the laws of the jurisdiction of its incorporation or otherwise which is or could become applicable to Buyer the Holder as a result of the transactions contemplated by this Agreement, including, without limitation, the Company’s issuance of the Securities and Buyerthe Holder’s ownership of the Securities. The Company and its board of directors have taken all necessary action, if any, in order to render inapplicable any stockholder rights plan or similar arrangement relating to accumulations of beneficial ownership of shares of Common Stock Shares or a change in control of the CompanyCompany or any of the Subsidiaries.

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 stockholdershareholder, business combination, poison pill (including, without limitation, any distribution under a rights agreement) or other similar anti-takeover provision under the Articles of Incorporation, Bylaws or other organizational documents or the laws of the jurisdiction of its incorporation or otherwise formation which is or could become applicable to Buyer the Subscriber as a result of the transactions contemplated by this Agreement, including, without limitation, the Company’s issuance of the Securities Shares and Buyerthe Subscriber’s ownership of the SecuritiesShares. The Company and its board Board of directors Directors have taken all necessary action, if any, in order to render inapplicable any stockholder shareholder rights plan or similar arrangement relating to accumulations of beneficial ownership of shares of Common Stock Shares or a change in control of the CompanyCompany or any of its subsidiaries.

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 stockholdershareholder, business combination, poison pill (including, without limitation, any distribution under a rights agreement) ), shareholder rights plan or other similar anti-takeover provision under the Articles of Incorporation, Bylaws or other organizational documents or the laws of the jurisdiction of 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 issuance of the Securities and any Buyer’s ownership of the Securities. The Company and its board of directors have taken all necessary action, if any, in order to render inapplicable any stockholder shareholder rights plan or similar arrangement relating to accumulations of beneficial ownership of shares of Common Stock Shares or a change in control of the CompanyCompany or any of its Subsidiaries.

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, without limitation, any distribution under a rights agreement) or other similar anti-takeover provision under the Articles Certificate of Incorporation, Bylaws or other organizational documents or the laws of the jurisdiction of its incorporation or otherwise which is or could become applicable to Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company’s issuance of the Securities Common Shares and Buyer’s ownership of the SecuritiesCommon Shares. The Company and its board of directors have taken all necessary action, if any, in order to render inapplicable any stockholder rights plan or similar arrangement relating to accumulations of beneficial ownership of shares of Common Stock or a change in control of the CompanyCompany or any of its Subsidiaries.

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, interested stockholder, business combination, poison pill (including, without limitation, any distribution under a rights agreement) combination or other similar anti-takeover provision under the Articles Certificate of Incorporation, Bylaws or other organizational documents Incorporation of the Company or the laws of the jurisdiction state of its incorporation or otherwise which is or could become applicable to Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company’s issuance of the Securities and Buyer’s ownership of the Securities. The Company and its board of directors does not have taken all necessary action, if any, in order to render inapplicable any stockholder rights plan or similar arrangement relating to accumulations of beneficial ownership of shares of Common Stock or a change in control of the Company.

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, without limitation, including any distribution under a rights agreement) or other similar anti-takeover provision under the Articles of Incorporation, Bylaws or other organizational documents or the laws of the jurisdiction of 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 issuance of the Securities and any Buyer’s ownership of the Securities. The Company and its board of directors have taken all necessary action, if any, in order to render inapplicable any stockholder shareholder rights plan or similar arrangement relating to accumulations of beneficial ownership of shares of Common Stock or a change in control of the CompanyCompany or any of its Subsidiaries.

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, without limitation, any distribution under a rights agreement) ), stockholder rights plan or other similar anti-takeover provision under the Articles of IncorporationCharter, Bylaws or other organizational documents or the laws of the jurisdiction of 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 issuance of the Securities and any Buyer’s ownership of the Securities. The Company and its board of directors have taken all necessary action, if any, in order to render inapplicable any stockholder rights plan or similar arrangement relating to accumulations of beneficial ownership of shares of Common Stock or a change in control of the Company.

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 Common Shares and each Buyer's ownership of the Common Shares from the provisions of any control share acquisition, interested stockholder, business combination, poison pill (including, without limitation, including any distribution under a rights agreement) or other similar anti-takeover provision under the Articles of Incorporation, Bylaws or other organizational documents Incorporation of the Company or the laws of the jurisdiction state of 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 Common Shares and each Buyer’s 's ownership of the SecuritiesCommon Shares). The Company and its board of directors does not have taken all necessary action, if any, in order to render inapplicable any stockholder rights plan or similar arrangement relating to accumulations of beneficial ownership of shares of Common Stock or a change in control of the Company.

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, without limitation, including any distribution under a rights agreement) or other similar anti-takeover provision under the Articles Certificate of Incorporation, Bylaws or other organizational documents Incorporation or the laws of the jurisdiction of its incorporation or otherwise formation which is or could become applicable to Buyer the Holders as a result of the transactions contemplated by this Agreement, including, without limitation, the Company’s issuance of the Securities and Buyer’s ownership of the Securities. The Company and its board of directors have taken all necessary action, if any, in order to render inapplicable any has not adopted a stockholder rights plan or similar arrangement relating to accumulations of beneficial ownership of shares of Common Stock or a change in control of the Company.

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, interested stockholdershareholder, business combination, poison pill (including, without limitation, any distribution under a rights agreement) ), shareholder rights plan or other similar anti-anti- takeover provision under the Articles of Incorporation, Bylaws or other organizational documents Company’s Governing Documents or the laws of the jurisdiction State of its incorporation Utah or otherwise which is or could become applicable to the Company or the Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company’s issuance of the Securities and Buyer’s ownership of the Securities. The Company and its board of directors the Board have taken all necessary action, if any, in order to render inapplicable any stockholder shareholder rights plan or similar arrangement relating to accumulations of beneficial ownership of shares of Common Stock or a change in control of the CompanyCompany or any of its Subsidiaries.

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, interested stockholder, business combination, poison pill (including, without limitation, including any distribution under a rights agreement) or other similar anti-takeover provision under the Memorandum and Articles of Incorporation, Bylaws or other organizational documents Association (as defined in Section 3(p)) or the laws of the jurisdiction of its incorporation or otherwise British Virgin Islands which is or could become applicable to the Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company’s 's issuance of the Securities Common Shares and the Buyer’s 's ownership of the SecuritiesCommon Shares. The Company and its board Board of directors Directors have taken all necessary action, if any, in order to render inapplicable any stockholder rights plan or similar arrangement relating to accumulations of beneficial ownership of shares of Common Stock or a change in control of the Company.

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, interested stockholder, business combination, poison pill (including, without limitation, any distribution under a rights agreement) or other similar anti-takeover provision under the Articles Certificate of Incorporation, Bylaws or other organizational documents or the laws of the jurisdiction of its incorporation or otherwise 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. The Company and its board Board of directors Directors have taken all necessary action, if any, in order to render inapplicable any stockholder rights plan or similar arrangement relating to accumulations of beneficial ownership of shares of Common Stock or a change in control of the CompanyCompany or any of its Subsidiaries.

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 stockholdershareholder, business combination, poison pill (including, without limitation, any distribution under a rights agreement) ), shareholder rights plan or other similar anti-takeover provision under the Articles of Incorporation, Bylaws or other organizational documents or the laws of the jurisdiction of its incorporation or otherwise which is or could become applicable to the Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company’s issuance of the Securities and the Buyer’s ownership of the Securities. The Company and its board of directors have taken all necessary action, if any, in order to render inapplicable any stockholder shareholder rights plan or similar arrangement relating to accumulations of beneficial ownership of shares of Common Stock Shares or a change in control of the CompanyCompany or any of its Subsidiaries.

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, without limitation, including any distribution under a rights agreement) or other similar anti-takeover provision under the Articles of Incorporation, Bylaws or other organizational documents Incorporation or the laws of the jurisdiction of its incorporation or otherwise formation which is or could become applicable to Buyer the Investors (or their members, general or limited partners or stockholders) as a result of the transactions contemplated by this Agreement, including, without limitation, the Company’s issuance of the Securities Shares and Buyer’s the Investors’ (and their members’, general or limited partners’, stockholders’) ownership of the SecuritiesShares. The Company and its board of directors have taken all necessary action, if any, in order to render inapplicable any stockholder has not adopted a shareholder rights plan or similar arrangement relating to accumulations of beneficial ownership of shares of Class A Common Stock or a change in control of the Company.

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 stockholdershareholder, business combination, poison pill (including, without limitation, including any distribution under a rights agreement) ), shareholder rights plan or other similar anti-takeover provision under the Articles of Incorporation, Bylaws or other organizational documents or the laws of the jurisdiction of its incorporation or otherwise which is or could become applicable to Buyer the Creditor as a result of the transactions contemplated by this AgreementAgreement or any other Transaction Document, including, without limitation, including the Company’s issuance of the Securities and Buyerthe Creditor’s ownership of the Securities. The Company and its board of directors have taken all necessary action, if any, in order to render inapplicable any stockholder shareholder rights plan or similar arrangement relating to accumulations of beneficial ownership of shares of Common Stock Shares or a change in control of the CompanyCompany or any of its Subsidiaries.

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, interested stockholder, business combination, poison pill (including, without limitation, including any distribution under a rights agreement) or other similar anti-takeover provision under the Memorandum and Articles of Incorporation, Bylaws or other organizational documents Association (as defined in Section 3(p)) or the laws of the jurisdiction of its incorporation or otherwise British Virgin Islands which is are 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 Common Shares and any Buyer’s 's ownership of the SecuritiesCommon Shares. The Company and its board Board of directors Directors have taken all necessary action, if any, action in order to render inapplicable any stockholder rights plan or similar arrangement relating to accumulations of beneficial ownership of shares of Common Stock or a change in control of the Company.

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 stockholdershareholder, business combination, poison pill (including, without limitation, any distribution under a rights agreement) ), shareholder rights plan or other similar anti-takeover provision under the Memorandum and Articles of Incorporation, Bylaws or other organizational documents Association or the laws of the jurisdiction of 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 issuance of the Securities and any Buyer’s ownership of the Securities. The Company and its board of directors have taken all necessary action, if any, in order to render inapplicable any stockholder shareholder rights plan or similar arrangement relating to accumulations of beneficial ownership of shares of Common Stock Ordinary Shares or a change in control of the CompanyCompany or any of its Subsidiaries.

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, without limitation, including any distribution under a rights agreement) or other similar anti-takeover provision under the Articles Company’s Certificate of Incorporation, Bylaws or other organizational documents any certificates of designations or the laws of the jurisdiction of its formation or 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 issuance of the Securities and any Buyer’s ownership of the Securities. The Company and its board of directors have taken all necessary actionactions, if any, in order to render inapplicable any stockholder rights plan or similar arrangement relating to accumulations of beneficial ownership of shares of Common Stock or a change in control of the Company.

Application of Takeover Protections; Rights Agreement. The Company and its board Board of directors Directors have taken all necessary action, if any, action in order to render inapplicable any control share acquisition, interested stockholder, business combination, poison pill (including, without limitation, including any distribution under a rights agreementthe Shareholder Rights Agreement, dated July 1, 2002, by and between the Company and Corporate Stock Transfer, Inc.) or other similar anti-takeover provision under the Articles Certificate of Incorporation, Bylaws or other organizational documents Incorporation or the laws of the jurisdiction state of its incorporation or otherwise which is or could become applicable to Buyer the Investor as a result of the transactions contemplated by this Agreement, including, without limitation, the Company’s issuance of the Securities and Buyerthe Investor’s ownership of the Securities. The Company and its board the Board of directors Directors have taken all necessary action, if any, in order to render inapplicable any stockholder rights plan or similar arrangement relating to accumulations of beneficial ownership of shares of Common Stock or a change in control of the Company.

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, without limitation, including any distribution under a rights agreement) or other similar anti-takeover provision under the Articles Certificate of Incorporation, Bylaws or other organizational documents or the laws of the jurisdiction of 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 issuance of the Securities and any Buyer’s ownership of the Securities. The Company and its board of directors have taken all necessary action, if any, in order to render inapplicable any stockholder rights plan or similar arrangement relating to accumulations of beneficial ownership of shares of Common Stock or a change in control of the CompanyCompany or any of its Subsidiaries.

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 stockholdershareholder, business combination, poison pill (including, without limitation, any distribution under a rights agreement) or other similar anti-takeover provision under the Articles Certificate of Incorporation, Bylaws or other organizational documents or the laws of the jurisdiction of its incorporation or otherwise 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 Common Shares and any Buyer’s ownership of the SecuritiesCommon Shares. The Company and its board Board of directors Directors have taken all necessary action, if any, in order to render inapplicable any stockholder shareholder rights plan or similar arrangement relating to accumulations of beneficial ownership of shares of Common Stock or a change in control of the CompanyCompany or any of its Subsidiaries.