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 or other similar anti-takeover provision under the Company’s articles, by-laws, or other organizational documents or the laws of the jurisdiction of its incorporation or otherwise which is or could become applicable to the Investor as a result of the transactions contemplated by this Agreement, including, without limitation, the Company’s issuance of the Securities and 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 combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s articles, by-laws, or other organizational documents Certificate of Incorporation or the laws of the jurisdiction of its incorporation or otherwise formation which is or could become applicable to the Investor any Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company’s issuance of the Securities and the Investorany 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 combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s articles, by-laws, or other organizational documents Certificate of Incorporation or the laws of the jurisdiction State of its incorporation or otherwise Delaware which is or could become applicable to the Investor any Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company’s issuance of the Securities and the Investorany 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 combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s articles, by-laws, or other organizational documents Certificate of Incorporation or the laws of the jurisdiction of its incorporation or otherwise formation which is or could become applicable to the Investor any Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company’s issuance of the Securities and the Investorany 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, action in order to render inapplicable any control share acquisition, business combination combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s articles, by-laws, or other organizational documents Certificate of Incorporation or the laws of the jurisdiction state of its incorporation or otherwise which is or could become applicable to the Investor 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 the Investor’s Required Holders’ ownership of the SecuritiesConversion Stock.

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 combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Certificate of Incorporation of the Company’s articles, by-laws, or other organizational documents or the laws of the jurisdiction state of its incorporation or otherwise which is or could become applicable to the Investor 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 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 combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s articles, by-laws, or other organizational documents Certificate of Incorporation or the laws of the jurisdiction State of its incorporation or otherwise Florida which is or could become applicable to the Investor any Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company’s 's issuance of the Securities and the Investor’s 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 combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s articles, by-laws, or other organizational documents Articles of Incorporation or the laws of the jurisdiction of its incorporation or otherwise formation which is or could become applicable to the any Investor as a result of the transactions contemplated by this Agreement, including, without limitation, the Company’s issuance of the Securities Shares and the Investor’s ownership of the SecuritiesShares.

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 combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s articles, by-laws, or other its organizational documents or the laws of the jurisdiction of its incorporation or otherwise which is or could become applicable to the Investor 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 the Investor’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 combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s articles, by-laws, or other organizational documents or the laws of the jurisdiction State of its incorporation or otherwise Florida which is or could become applicable to the Investor solely as a result of the transactions contemplated by this Agreement, including, without limitation, the Company’s issuance of the Securities and the any Investor’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 combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s articles, by-laws, or other organizational documents Certificate of Incorporation or the laws of the jurisdiction of its incorporation formation or otherwise which is or could become applicable to the Investor any Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company’s 's issuance of the Securities and the Investor’s 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 combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s articles, by-laws, or other organizational documents Certificate of Incorporation or the laws of the jurisdiction of its incorporation or otherwise formation which is or could become applicable to the Investor any Purchaser as a result of the transactions contemplated by this Agreementthe Transaction Documents, including, without limitation, the Company’s issuance of the Securities and the Investorany Purchaser’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 combination, poison pill (including any distribution under a rights agreement), or other similar anti-takeover provision under the Company’s articles, by-laws, or other organizational documents Articles of Incorporation or the laws of the jurisdiction of its incorporation or otherwise formation which is or could become applicable to the Investor Purchaser as a result of the transactions contemplated by this Agreement, including, without limitation, including the Company’s issuance of the Securities Shares and the InvestorPurchaser’s ownership of the SecuritiesShares.

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 combination, poison pill (including any distribution under a rights agreement), or other similar anti-takeover provision under the Company’s articles, by-laws, or other organizational documents Certificate of Incorporation or the laws of the jurisdiction of its incorporation or otherwise formation which is or could become applicable to the Investor any Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company’s issuance of the Securities and the Investorany Buyer’s ownership of the 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 combination, poison pill (including, without limitation, any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s articlesArticles of Incorporation, by-laws, Bylaws or other organizational documents or the laws of the jurisdiction of its incorporation or otherwise which is or could become applicable to the Investor as a result of the transactions contemplated by this Agreement, including, without limitation, the Company’s issuance of the Securities and the Investor’s ownership of the Securitiesotherwise.

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 combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s articles, by-laws, or other organizational documents Articles of Incorporation or the laws of the jurisdiction of its incorporation or otherwise formation which is or could become applicable to the any Investor as a result of the transactions contemplated by this Agreement, including, without limitation, the Company’s 's issuance of the Securities and the Investor’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 combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s articles, by-laws, or other organizational documents Articles of Incorporation or the laws of the jurisdiction of its incorporation or otherwise formation which is or could become applicable to the any Investor as a result of the transactions contemplated by this Agreement, including, without limitation, the Company’s issuance of the Securities and 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 combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s articles, by-laws, or other organizational documents Articles of Incorporation or the laws of the jurisdiction State of its incorporation or otherwise Colorado which is or could become applicable to the Investor any Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company’s 's issuance of the Securities and the Investor’s 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 combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s articles, by-laws, or other organizational documents Certificate of Incorporation or the laws of the jurisdiction of its incorporation or otherwise formation which is or could become applicable to the Investor any Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company’s issuance of the Securities and the Investorany Buyer’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 Company’s articles, by-laws, or other organizational documents certificate of incorporation or the laws of the jurisdiction of its incorporation or otherwise formation which is or could become applicable to the Investor any Purchaser as a result of the transactions contemplated by this Agreement, including, without limitation, the Company’s issuance of the Acquired Securities and the Investorany Purchaser’s ownership of the Acquired Securities.

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 combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s articles, by-laws, or other organizational documents Articles of Incorporation or the laws of the jurisdiction state of its incorporation or otherwise which is or could become applicable to the Investor Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company’s issuance of the Securities and the InvestorBuyer’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 combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s articles, by-laws, or other organizational documents Certificate of Incorporation or the laws of the jurisdiction of its incorporation or otherwise formation which is or could become applicable to the Investor any 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 the Investorany Purchaser’s ownership of the Purchased 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 combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s articles, by-laws, or other organizational documents Articles of Incorporation or the laws of the jurisdiction of its incorporation or otherwise formation which is or could become applicable to the any Investor as a result of the transactions contemplated by this Agreement, including, without limitation, the Company’s 's issuance of the Securities Note and Warrant and the Investor’s 's ownership of the SecuritiesNote and Warrant.