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 Articles of Incorporation or the laws of the jurisdiction of its formation which is or could become applicable to any Purchaser as a result of the transactions contemplated by this Agreement, including, without limitation, the Company’s issuance of the Securities and Warrant Shares and any Purchaser’s ownership of the Securities and Warrant Shares. 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.

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 Articles Certificate of Incorporation (as defined in Section 3(o)) or the laws of the jurisdiction of its formation organization which is or could become applicable to any Purchaser Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company’s ShellCo's issuance of the Securities and Warrant Shares and any Purchaser’s Buyer's ownership of the Securities and Warrant SharesSecurities. The Company has not adopted a shareholder stockholder rights plan or similar arrangement relating to accumulations of beneficial ownership of its 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, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Articles Certificate of Incorporation (as defined in Section 3(q)) or the laws of the jurisdiction state of its formation incorporation which is or could become applicable to any Purchaser Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company’s 's issuance of the Securities and Warrant Shares and any Purchaser’s Buyer's ownership of the Securities and Warrant SharesSecurities. The Company has not adopted a shareholder 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 or other similar governing body 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 Articles of Incorporation Association (as defined in Section 3(s)) or the laws of the jurisdiction of its formation which is or could become applicable to any Purchaser Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company’s issuance of the Securities and Warrant Shares and any PurchaserBuyer’s ownership of the Securities and Warrant SharesSecurities. The Company has not adopted a shareholder any stockholder 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 has not adopted any stockholder rights plan or similar arrangement relating to accumulations of beneficial ownership of Common Stock or a change of control of the Company. 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 Articles of Incorporation or other organizational documents or the laws of the jurisdiction of its formation incorporation or otherwise which is or could become applicable to any Purchaser Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company’s issuance of the Securities and Warrant Shares and any PurchaserBuyer’s ownership of the Securities and Warrant Shares. 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.

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 Articles Company’s memorandum and articles of Incorporation association, charter, bylaws or any other governing document or the laws of the jurisdiction state of its formation incorporation which is or could become applicable to any Purchaser Investor as a result of the transactions contemplated by this Agreement, including, without limitation, the Company’s issuance of the Securities and Warrant Shares and any PurchaserInvestor’s ownership of the Securities and Warrant SharesSecurities. The Company has not adopted a shareholder 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 any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Articles Company's memorandum and articles of Incorporation association, charter, bylaws or any other governing document or the laws of the jurisdiction state of its formation incorporation which is or could become applicable to any Purchaser Investor as a result of the transactions contemplated by this Agreement, including, without limitation, the Company’s 's issuance of the Securities and Warrant Shares and any Purchaser’s Investor's ownership of the Securities and Warrant SharesSecurities. The Company has not adopted a shareholder 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 any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Articles Certificate of Incorporation or any certificates of designations or the laws of the jurisdiction of its formation or incorporation which is or could become applicable to any Purchaser Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company’s 's issuance of the Securities and Warrant Shares and any Purchaser’s Buyer's ownership of the Securities and Warrant SharesSecurities. The Company has not adopted a shareholder 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 any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Articles of Incorporation (as defined in Section 3(q)) or the laws of the jurisdiction state of its formation incorporation which is or could become applicable to any Purchaser Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company’s 's issuance of the Securities and Warrant Shares and any Purchaser’s Buyer's ownership of the Securities and Warrant SharesSecurities. The Company has not adopted a shareholder 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 any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Articles Certificate of Incorporation or any certificates of designations or the laws of the jurisdiction of its formation or incorporation which is to the extent any such provision would limit, prevent or could become applicable to otherwise restrict any Purchaser as a result of the transactions contemplated by this Agreement, including, without limitation, the Company’s 's issuance of the Securities and Warrant Shares in accordance with the terms thereof and any Purchaser’s Buyer's ownership of the Securities and Warrant SharesSecurities. The Company has not adopted a shareholder 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 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 of Incorporation (the “Articles of Incorporation”) or the laws of the jurisdiction state of its formation incorporation which is or could become applicable to any Purchaser Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company’s issuance of the Securities and Warrant Shares and any PurchaserBuyer’s ownership of the Securities and Warrant SharesSecurities. The Company has not adopted a shareholder 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 any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Articles Certificate of Incorporation or the laws of the jurisdiction state of its formation incorporation which is or could become applicable to any Purchaser the Buyers as a result of the transactions contemplated by this Agreement, including, without limitation, the Company’s 's issuance of the Securities and Warrant Shares and any Purchaser’s the Warrants and the Buyer's ownership of the Securities Shares and Warrant Sharesthe Warrants. 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.

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 Company's Memorandum of Association or Articles of Incorporation Association, or the laws of the jurisdiction of its formation which is or could become applicable to any Purchaser Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company’s 's issuance of the Company Securities and Warrant Shares and any Purchaser’s Buyer's ownership of the Securities and Warrant SharesSecurities. The Company has not adopted a 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 any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Articles Certificate of Incorporation or the laws of the jurisdiction of its formation which is or could become applicable to any Purchaser Buyer as a result of the transactions contemplated by this AgreementAgreement and/or the other Transaction Documents, including, without limitation, the Company’s 's issuance of the Securities and Warrant Shares and any Purchaser’s Buyer's ownership of the Securities and Warrant SharesSecurities. The Company has not adopted a shareholder 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 any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Articles Certificate of Incorporation or the laws of the jurisdiction of its formation or otherwise which is or could become applicable to any Purchaser Holder of any Securities as a result of the transactions contemplated by this Agreement, including, without limitation, the Company’s 's issuance of the Securities and Warrant Shares and any Purchaser’s ownership of any Holder of the Securities and Warrant SharesSecurities. The Company has not adopted a shareholder 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 any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Articles Certificate of Incorporation (as defined in Section 3(p) or the laws of the jurisdiction state of its formation incorporation which is or could become applicable to any Purchaser Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company’s 's issuance of the Securities and Warrant Shares and any Purchaser’s Buyer's ownership of the Securities and Warrant SharesSecurities. The Company has not adopted a shareholder 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 any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Articles Certificate of Incorporation (as defined in Section 3(r)) or the laws of the jurisdiction state of its formation incorporation which is or could become applicable to any Purchaser Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company’s issuance of the Securities and Warrant Shares and any PurchaserBuyer’s ownership of the Securities and Warrant SharesSecurities. The Company has not adopted a shareholder stockholder rights plan or similar arrangement relating to accumulations of beneficial ownership 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, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Articles Certificate of Incorporation or the laws of the jurisdiction state of its formation incorporation which is or could become applicable to any Purchaser the Buyers as a result of the transactions contemplated by this Agreement, including, without limitation, the Company’s 's issuance of the Securities and Warrant Shares and any Purchaser’s the Buyer's ownership of the Securities and Warrant SharesSecurities. 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.