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

Application of Takeover Protections; Rights Agreement. The Borrower 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 Borrower’s Certificate of Incorporation or the laws of the jurisdiction of its formation which is or could become applicable to the Lender as a result of the transactions contemplated by this Agreement and/or the other Documents, including, without limitation, the Borrower’s issuance of the Securities and Lender’s ownership of the Securities. The Borrower 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 Borrower.

Application of Takeover Protections; Rights Agreement. The Borrower 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 provisions under the BorrowerCompany’s Certificate articles of Incorporation incorporation, as amended, or the laws of the jurisdiction of its formation which is that are or could become applicable to the Lender Buyers as a result of the transactions contemplated by this Agreement and/or the other Transaction Documents, including, without limitation, the BorrowerCompany’s issuance of the Securities and Lendereach Buyer’s ownership of the Securities. The Borrower 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 BorrowerCompany.

Application of Takeover Protections; Rights Agreement. The Borrower 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 Borrower’s Certificate of Incorporation (as defined in Section 3(o)) or the laws of the jurisdiction of its formation Delaware which is or could become applicable to the Lender any Buyer as a result of the transactions contemplated by this Agreement and/or the other DocumentsAgreement, including, without limitation, the Borrower’s ShellCo's issuance of the Securities and Lender’s any Buyer's ownership of the Securities. The Borrower Company has not adopted a stockholder rights plan or similar arrangement relating to accumulations of beneficial ownership of its Common Stock or a change in control of the BorrowerCompany.

Application of Takeover Protections; Rights Agreement. The Borrower 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 provisions under the BorrowerCompany’s Certificate articles of Incorporation incorporation, as amended, or the laws of the jurisdiction of its formation which is that are or could become applicable to the Lender Purchasers as a result of the transactions contemplated by this Agreement and/or the other Transaction Documents, including, without limitation, the BorrowerCompany’s issuance of the Securities and Lendereach Purchaser’s ownership of the Securities. The Borrower 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 BorrowerCompany.

Application of Takeover Protections; Rights Agreement. The Borrower 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 provisions under the BorrowerCompany’s Certificate certificate of Incorporation incorporation, as amended, or the laws of the jurisdiction of its formation which is that are or could become applicable to the Lender Purchasers as a result of the transactions contemplated by this Agreement and/or the other Transaction Documents, including, without limitation, the BorrowerCompany’s issuance of the Securities and Lender’s the Purchasers’ ownership of the Securities. The Borrower 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 BorrowerCompany.

Application of Takeover Protections; Rights Agreement. The Borrower 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) or other similar anti-takeover provision under the Borrower’s Certificate Articles of Incorporation Incorporation, Bylaws or other organizational documents or the laws of the jurisdiction of its formation which is or could become applicable to the Lender Buyer as a result of the transactions contemplated by this Agreement and/or the other DocumentsAgreement, including, without limitation, the BorrowerCompany’s issuance of the Securities and Lenderthe Buyer’s ownership of the Securities. The Borrower 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 BorrowerCompany or any of its Subsidiaries.

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

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

Application of Takeover Protections; Rights Agreement. The Borrower 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) or other similar anti-takeover provision under the Borrower’s Certificate Articles of Incorporation Incorporation, Bylaws or other organizational documents or the laws of the jurisdiction of its formation which is or could become applicable to the Lender any Buyer as a result of the transactions contemplated by this Agreement and/or the other DocumentsAgreement, including, without limitation, the BorrowerCompany’s issuance of the Securities and Lenderany Buyer’s ownership of the Securities. The Borrower 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 BorrowerCompany or any of its Subsidiaries.

Application of Takeover Protections; Rights Agreement. The Borrower 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 provisions under the BorrowerCompany’s Certificate articles of Incorporation incorporation, as amended, or the laws of the jurisdiction of its formation which is that are or could become applicable to the Lender Buyer as a result of the transactions contemplated by this Agreement and/or the other Transaction Documents, including, without limitation, the BorrowerCompany’s issuance of the Securities and Lenderthe Buyer’s ownership of the Securities. The Borrower 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 BorrowerCompany.

Application of Takeover Protections; Rights Agreement. The Borrower 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 Borrower’s Certificate Company's Amended and Restated Articles of Incorporation or the laws of the jurisdiction state of its formation incorporation which is or could become applicable to the Lender Subscriber as a result of the transactions contemplated by this Agreement and/or the other DocumentsAgency Agreement, including, including without limitation, the Borrower’s Company's issuance of the Securities (including the Agent Warrants and Lender’s all underlying securities) and the Subscriber's ownership of the Securities. The Borrower Company has not adopted a stockholder shareholder rights plan or similar arrangement relating to accumulations of beneficial ownership of Common Stock or a change in control of the BorrowerCompany.

Application of Takeover Protections; Rights Agreement. The Borrower 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) or other similar anti-takeover provision under the Borrower’s Certificate Articles of Incorporation Incorporation, Bylaws or other organizational documents or the laws of the jurisdiction of its formation which is or could become applicable to the Lender any Buyer as a result of the transactions contemplated by this Agreement and/or the other DocumentsAgreement, including, without limitation, the Borrower’s Company's issuance of the Securities and Lender’s any Buyer's ownership of the Securities. The Borrower 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 BorrowerCompany or any of its Subsidiaries.

Application of Takeover Protections; Rights Agreement. The Borrower 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) or other similar anti-takeover provision under the Borrower’s Certificate of Incorporation Incorporation, Bylaws or other organizational documents or the laws of the jurisdiction of its formation which is or could become applicable to the Lender any Buyer as a result of the transactions contemplated by this Agreement and/or the other DocumentsAgreement, including, without limitation, the BorrowerCompany’s issuance of the Securities and Lenderany Buyer’s ownership of the Securities. The Borrower 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 BorrowerCompany or any of its Subsidiaries.

Application of Takeover Protections; Rights Agreement. The Borrower 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 provisions under the BorrowerCompany’s Certificate certificate of Incorporation incorporation, as amended, or the laws of the jurisdiction of its formation which is that are or could become applicable to the Lender Purchaser as a result of the transactions contemplated by this Agreement and/or the other Transaction Documents, including, without limitation, the BorrowerCompany’s issuance of the Securities Note and LenderWarrant and the Purchaser’s ownership of the SecuritiesNote and Warrant. The Borrower 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 BorrowerCompany.