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

Application of Takeover Protections; Rights Agreements. The Company has not adopted any shareholder rights plan or similar arrangement relating to accumulations of beneficial ownership of its Common Stock or a Change in Control of the Company (excluding, for the avoidance of doubt, Articles VIII and XII of the Articles of Incorporation). The Company and the Board 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 incorporation or otherwise which is or could become applicable to Purchaser solely as a result of the transactions contemplated by this Agreement, including, without limitation, the Company’s issuance of the Shares and any Purchaser’s ownership of the Purchased Shares (each, a “Takeover Law”).

Application of Takeover Protections; Rights Agreements. The Company has not adopted any shareholder rights plan or similar arrangement relating to accumulations of beneficial ownership of its Common Stock or a Change in Control of the Company (excluding, for the avoidance of doubt, Articles VIII and XII of the Articles of Incorporation)Company. The Company and the Board 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 incorporation or otherwise which is or could become applicable to Purchaser solely as a result of the transactions contemplated by this Agreement, including, without limitation, the Company’s issuance of the Shares and any Purchaser’s ownership of the Purchased Shares (each, a “Takeover Law”).

Application of Takeover Protections; Rights Agreements. The Except as disclosed in the SEC Documents, the Company has not adopted any shareholder stockholder rights plan or similar arrangement relating to accumulations of beneficial ownership of its Common Stock or a Change change in Control control of the Company (excluding, for the avoidance of doubt, Articles VIII and XII of the Articles of Incorporation)Company. The Company and the Board 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 certificate of Incorporation incorporation or other organizational documents or the Laws laws of the jurisdiction of its incorporation or otherwise which is or could become applicable to any Purchaser solely as a result of the transactions contemplated by this Agreement, including, without limitation, the Company’s issuance of the Shares and any Purchaser’s ownership of the Purchased Shares (each, a “Takeover Law”)Shares.

Application of Takeover Protections; Rights Agreements. The Company has not adopted any shareholder rights plan or similar arrangement relating to accumulations of beneficial ownership of its Common Stock or a Change in Control of the Company (excluding, for the avoidance of doubt, Articles VIII and XII of the Articles of Incorporation)Company. The Company and the Board 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 other organizational documents or the Laws of the jurisdiction of its incorporation or otherwise which is or could become applicable to Purchaser solely as a result of the transactions contemplated by this Agreement, including, without limitation, the Company’s issuance of the Shares and any Purchaser’s ownership of the Purchased Shares (each, a “Takeover Law”).

Application of Takeover Protections; Rights Agreements. The Company has not adopted any shareholder rights plan or similar arrangement relating to accumulations of beneficial ownership of its Common Stock Shares or a Change in Control of the Company (excludingCompany. Subject in all respects to the Board’s fiduciary duties under applicable law, for the avoidance of doubt, Articles VIII and XII of the Articles of Incorporation). The Company and the Board 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 or other organizational documents or the Laws of the jurisdiction of its incorporation or otherwise which is or could become applicable to Purchaser solely as a result of the transactions contemplated by this Agreement, including, without limitation, the Company’s issuance of the Shares and any Purchaser’s ownership of the Purchased Shares (each, a “Takeover Law”).

Application of Takeover Protections; Rights Agreements. The Company has not adopted any shareholder stockholder rights plan or similar arrangement relating to accumulations of beneficial ownership of its Common Stock or a Change change in Control control of the Company; provided, however, that the Company (excludingterminated its prior stockholder rights plan as of January 21, for the avoidance of doubt, Articles VIII and XII of the Articles of Incorporation)2015. The Company and the Board its board of directors have taken all necessary action, if any, in order to render inapplicable inapplicable, with respect to the transactions contemplated by this Agreement, 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 Certificate of Incorporation or other organizational documents or the Laws laws of the jurisdiction of its incorporation or otherwise which is or could become applicable to any Purchaser solely as a result of the transactions contemplated by this Agreement, including, without limitation, the Company’s issuance of the Shares and any Purchaser’s ownership of the Purchased Shares (each, a “Takeover Law”)Shares.

Application of Takeover Protections; Rights Agreements. The Except as set forth in the Company’s Articles of Incorporation, as amended, and as described in the section entitled “Description of Common Stock” in the Investment Considerations Memorandum, the Company has not adopted any shareholder stockholder rights plan or similar arrangement relating to accumulations of beneficial ownership of its Common Stock or a Change change in Control control of the Company (excluding, for the avoidance of doubt, Articles VIII and XII of the Articles of Incorporation)Company. The Company and the Board 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 or other organizational documents or the Laws laws of the jurisdiction of its incorporation or otherwise which is or could become applicable to any Purchaser solely as a result of the transactions contemplated by this Agreement, including, without limitation, the Company’s issuance of the Shares Securities and any Purchaser’s ownership of the Purchased Shares (each, a “Takeover Law”)Securities.

Application of Takeover Protections; Rights Agreements. The Company has not adopted any shareholder rights plan or similar arrangement relating to accumulations of beneficial ownership of its Common Stock Shares or a Change change in Control control of the Company (excluding, except for the avoidance of doubtTax Benefits Preservation Plan dated June 25, Articles 2015 (as amended) and for Article VIII and XII of the Articles of Incorporation). The Company and the its Board of Directors have taken all action 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 articles of Incorporation incorporation or other organizational documents or the Laws laws of the jurisdiction of its incorporation or otherwise which is or could become applicable to Purchaser solely as a result direct consequence of the transactions contemplated by this Agreement, including, without limitation, the Company’s issuance of the Shares and any Purchaser’s acquisition and ownership of the Purchased Shares (each, a “Takeover Law”)Shares.

Application of Takeover Protections; Rights Agreements. The Except as set forth in the Company’s Articles of Incorporation, as amended, and as described in the section entitled “Description of Capital Stock” in the Private Placement Memorandum, the Company has not adopted any shareholder stockholder rights plan or similar arrangement relating to accumulations of beneficial ownership of its Common Stock or a Change change in Control control of the Company (excluding, for the avoidance of doubt, Articles VIII and XII of the Articles of Incorporation)Company. The Company and the Board 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 or other organizational documents or the Laws laws of the jurisdiction of its incorporation or otherwise which is or could become applicable to any Purchaser solely as a result of the transactions contemplated by this Agreement, including, without limitation, the Company’s issuance of the Shares Securities and any Purchaser’s ownership of the Purchased Shares (each, a “Takeover Law”)Securities.

Application of Takeover Protections; Rights Agreements. The Except for the Tax Benefits Preservation Plan, dated as of November 19, 2010, between the Company and Mellon Investor Services LLC, the Company has not adopted any shareholder stockholder rights plan or similar arrangement relating to accumulations of beneficial ownership of its Common Stock or a Change change in Control control of the Company (excluding, for the avoidance of doubt, Articles VIII and XII of the Articles of Incorporation)Company. The Company and the its Board have taken all action 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 articles of Incorporation incorporation or other organizational documents or the Laws laws of the jurisdiction of its incorporation or otherwise which is or could become applicable to any Purchaser solely as a result direct consequence of the transactions contemplated by this Agreement, including, without limitation, the Company’s issuance of the Shares and any Purchaser’s ownership of the Purchased Shares (each, a “Takeover Law”)Shares.