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 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 any distribution under a rights agreement) or other similar anti-takeover provision under the Certificate of Incorporation or the laws of the state of 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 Securities and each Buyer’s ownership of the Securities. Except as set forth in the Registration Statement and the Prospectus, 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.

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 the Company’s issuance of the Securities and any Buyer’s ownership of the Securities from the provisions of any control share acquisition, interested stockholdershareholder, business combination, poison pill (including including, without limitation, any distribution under a rights agreement) or other similar anti-takeover provision under the Certificate its certificate of Incorporation incorporation, bylaws or other organizational documents or the laws of the state jurisdiction of its incorporation formation (including, without limitation, Section 203 of the Delaware General Corporation Law) which is or could become applicable to any Buyer the Undersigned as a result of the transactions contemplated by this Agreement, including, without limitation, the Company’s issuance of Securities the Notes and each Buyerthe Conversion Shares and the Undersigned’s ownership of the Securitiessuch securities. Except as set forth in the Registration Statement and the Prospectus, the The Company does has not have any stockholder adopted a shareholder rights plan or similar arrangement relating to accumulations of beneficial ownership 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 Buyer’s ownership of the Securities from the provisions of any control share acquisition, interested stockholder, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Certificate Articles of Incorporation of the Company or the laws of the state of 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 Securities and each Buyer’s ownership of the Securities. Except as set forth in the Registration Statement and the Prospectus, the Company does not have any stockholder shareholder rights plan or similar arrangement relating to accumulations of beneficial ownership 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 's issuance of the Securities and any Buyer’s 's ownership of the Securities from the provisions of any control share acquisition, interested stockholder, 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 of 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 's issuance of Securities and each Buyer’s 's ownership of the Securities. Except as set forth in the Registration Statement and the Prospectus, 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.

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 the Company’s issuance of the Securities and any Buyer’s ownership of the Securities from the provisions of any control share acquisition, interested stockholdershareholder, business combinationcombination (including, without limitation, under Section 203 of the Delaware General Corporation Law), poison pill (including including, without limitation, any distribution under a rights agreement) or other similar anti-takeover provision under the Certificate of Incorporation Incorporation, Bylaws or other organizational documents or the laws of the state jurisdiction of its incorporation 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 each any Buyer’s ownership of the Securities. Except as set forth in the Registration Statement and the Prospectus, the The Company does has not have any adopted a stockholder rights plan or similar arrangement relating to accumulations of beneficial ownership of Common Stock or a change in control of the CompanyCompany or any of its Subsidiaries.

Application of Takeover Protections; Rights Agreement. The At or prior to the Initial Closing, the Company and its board of directors shall have taken all necessary action, if any, in order to render inapplicable 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 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 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 each any Buyer’s ownership of the Securities. Except as set forth in At or prior to the Registration Statement and the ProspectusInitial Closing, the Company does not and its board of directors shall 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 the Company’s 's issuance of the Securities and any Buyer’s 's ownership of the Securities from the provisions of any control share acquisition, interested stockholdershareholder, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Certificate Articles of Incorporation Association or the laws of the state jurisdiction of 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 's issuance of Securities and each Buyer’s 's ownership of the Securities. Except as set forth in the Registration Statement and the Prospectus, the Company does not have any stockholder shareholder rights plan or similar arrangement relating to accumulations of beneficial ownership of Common Stock Ordinary Shares or a change in control of the Company.

Application of Takeover Protections; Rights Agreement. The Company and its board of directors (the “Board of Directors”) have taken all necessary action, if any, in order to render inapplicable 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 any distribution under a rights agreement) or other similar anti-takeover provision under the Certificate Company’s Articles of Incorporation Incorporation, as amended and as in effect on the date hereof (the “Articles of Incorporation”) or the laws of the state of 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 each any Buyer’s ownership of the Securities. Except as set forth in the Registration Statement and the Prospectus, the The Company does has not have any 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.

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 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 of 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 Securities and each any Buyer’s ownership of the Securities). Except as set forth in the Registration Statement and the Prospectus, the 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.

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 (and accordingly the Company’s issuance of the Securities and any Buyer’s ownership of the Securities from the provisions of Buyers are exempt from) any control share acquisition, interested stockholder, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Certificate Company’s articles of Incorporation association or organizational regulations, or the laws of the state of its incorporation Switzerland which is are or could become applicable to any Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Transaction Documents, the transactions contemplated under the Transaction Documents, including the Company’s issuance of the Securities and each any Buyer’s ownership of the Securities. Except as set forth in the Registration Statement and the Prospectus, the The Company does not have any stockholder shareholder rights plan or similar arrangement relating to accumulations of beneficial ownership of Common Stock Shares 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 the Company’s issuance of the Exchange Securities and any Buyerthe Investor’s ownership of the such Exchange Securities from the provisions of any control share acquisition, interested stockholder, 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 of its incorporation 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 Exchange Securities and each Buyerthe Investor’s ownership of the such Exchange Securities. Except as set forth in the Registration Statement and the Prospectus, the 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.

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 exempt the Company’s issuance of the Securities and any each Buyer’s ownership of the Securities from the provisions of any control share acquisition, interested stockholder, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Certificate Articles of Incorporation of the Company or the laws of the state of 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 Securities and each Buyer’s ownership of the Securities). Except as set forth in the Registration Statement and the Prospectuson Schedule 3(oo), 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.

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 's issuance of the Securities and any Buyer’s 's ownership of the Securities from the provisions of any control share acquisition, interested stockholder, 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 of 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 's issuance of Securities and each Buyer’s 's ownership of the Securities. Except as set forth in the Registration Statement Statement, the General Disclosure Package and the Prospectus, 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.

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 the Company’s issuance of the Securities and any Buyer’s ownership of the Securities from the provisions of any control share acquisition, interested stockholdershareholder, business combination, poison pill (including including, without limitation, any distribution under a rights agreement) or other similar anti-takeover provision under the Certificate of Incorporation Incorporation, Bylaws or other organizational documents or the laws of the state jurisdiction of its incorporation formation (including, without limitation, Section 203 of the Delaware General Corporation Law) which is or could become applicable to any Buyer the Holder as a result of the transactions contemplated by this Agreement, including, without limitation, the Company’s issuance of Securities the New Notes and each Buyerthe New Conversion Shares and the Holder’s ownership of the Securitiessuch securities. Except as set forth in the Registration Statement and the Prospectus, the The Company does has not have any stockholder adopted a shareholder rights plan or similar arrangement relating to accumulations of beneficial ownership 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 the Company’s issuance of the Securities and any Buyer’s ownership of the Securities from the provisions of any control share acquisition, interested stockholdershareholder, business combination, poison pill (including including, without limitation, any distribution under a rights agreement) or other similar anti-takeover provision under the Certificate of Incorporation Incorporation, Bylaws or other organizational documents or the laws of the state jurisdiction of its incorporation formation (including, without limitation, Section 203 of the Delaware General Corporation Law) which is or could become applicable to any Buyer the Holder as a result of the transactions contemplated by this Agreement, including, without limitation, the Company’s 's issuance of Securities the 2018 Exchange Notes and each Buyer’s the 2018 Exchange Conversion Shares and the Holder's ownership of the Securitiessuch securities. Except as set forth in the Registration Statement and the Prospectus, the The Company does has not have any stockholder adopted a shareholder rights plan or similar arrangement relating to accumulations of beneficial ownership 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 's issuance of the Securities and any each Buyer’s 's ownership of the Securities from the provisions of any control share acquisition, interested stockholder, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Certificate Articles of Incorporation of the Company or the laws of the state of 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 's issuance of Securities and each Buyer’s 's ownership of the Securities). Except as set forth in the Registration Statement and the Prospectus, the 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.

Application of Takeover Protections; Rights Agreement. The At or prior to Closing, the Company and its board of directors shall have taken all necessary action, if any, in order to render inapplicable 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 including, without limitation, any distribution under a rights agreement) ), stockholder rights plan or other similar anti-takeover provision under the Certificate of Incorporation Incorporation, Bylaws or other organizational documents or the laws of the state 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 each any Buyer’s ownership of the Securities. Except as set forth in the Registration Statement and the ProspectusAt or prior to Closing, the Company does not and its board of directors shall 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 the Company’s 's issuance of the Securities and any Buyer’s 's ownership of the Securities from the provisions of any control share acquisition, interested stockholder, 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 of 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 's issuance of Securities and each Buyer’s 's ownership of the Securities. Except as set forth in the Registration Statement and the Prospectus, 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.