Common use of Application of Takeover Protections Clause in Contracts

Application of Takeover Protections. The Company and the 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 certificate of incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Investors as a result of the Investors and the Company fulfilling their obligations or exercising their rights under this Agreement and the transactions contemplated pursuant to the Prospectus Supplement, including without limitation as a result of the Company’s issuance of the Securities and the Investors’ ownership of the Securities.

Application of Takeover Protections. The Company and the Board of Directors have has 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 certificate Certificate of incorporation Incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Investors as a result of the Investors and the Company fulfilling their obligations or exercising their rights under this Agreement and the transactions contemplated pursuant to the Prospectus SupplementTransaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the Investors’ ownership of the Securities.

Application of Takeover Protections. The Company and the 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 certificate of incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Investors as a result of the Investors and the Company fulfilling their obligations or exercising their rights under this Agreement and the transactions contemplated pursuant to the Prospectus SupplementTransaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the Investors’ ownership of the Securities.

Application of Takeover Protections. The Company and the 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-anti takeover provision under the Company’s certificate Certificate of incorporation Incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Investors Investor as a result of the Investors Investor and the Company fulfilling their obligations or exercising their rights under this Agreement and the transactions contemplated pursuant to the Prospectus SupplementTransaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the Investors’ Investor’s ownership of the Securities.

Application of Takeover Protections. The Company and the Board of Directors have has 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 certificate 's Certificate of incorporation Incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Investors as a result of the Investors and the Company fulfilling their obligations or exercising their rights under this Agreement and the transactions contemplated pursuant to the Prospectus SupplementTransaction Documents, including without limitation as a result of the Company’s 's issuance of the Securities and the Investors’ ' ownership of the Securities.

Application of Takeover Protections. The Except as provided in the SEC Reports, the Company and the 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 certificate articles of incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Investors Purchasers as a result of the Investors Purchasers and the Company fulfilling their respective obligations or exercising their respective rights under this Agreement and the transactions contemplated pursuant to the Prospectus SupplementTransaction Documents, including without limitation limitation, as a result of the Company’s issuance of the Securities and the InvestorsPurchasers’ ownership of the Securities.

Application of Takeover Protections. The Company and the Board of Directors or a duly authorized committee thereof 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 certificate of incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Investors Purchasers as a result of the Investors Purchasers and the Company fulfilling their obligations or exercising their rights under this Agreement and the transactions contemplated pursuant to the Prospectus SupplementTransaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the InvestorsPurchasers’ ownership of the Securities.

Application of Takeover Protections. The Company and the 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 certificate of incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Investors as a result of the Investors and the Company fulfilling their obligations or exercising their rights under this Agreement and the transactions contemplated pursuant to the Prospectus SupplementFinal Prospectus, including without limitation as a result of the Company’s issuance of the Securities and the Investors’ ownership of the Securities.

Application of Takeover Protections. The Company and the 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 certificate of incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Investors as a result of the Investors and the Company fulfilling their obligations or exercising their rights under this Agreement and the transactions contemplated pursuant to the Prospectus SupplementProspectus, including without limitation as a result of the Company’s issuance of the Securities and the Investors’ ownership of the Securities.

Application of Takeover Protections. The Company and the 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 amended and restated certificate of incorporation incorporation, as amended (or similar charter documents) ), or the laws of its state of incorporation that is or could become applicable to the Investors Purchaser as a result of the Investors Purchaser and the Company fulfilling their obligations or exercising their rights under this Agreement and the transactions contemplated pursuant to the Prospectus SupplementTransaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the Investors’ Purchaser’s ownership of the Securities.

Application of Takeover Protections. The Company and the Board of Directors or a duly authorized committee thereof 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 anti‑takeover provision under the Company’s certificate of incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Investors Purchasers as a result of the Investors Purchasers and the Company fulfilling their obligations or exercising their rights under this Agreement and the transactions contemplated pursuant to the Prospectus SupplementTransaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the InvestorsPurchasers’ ownership of the Securities.

Application of Takeover Protections. The Company and the 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 certificate of incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Investors as a result of the Investors and the Company fulfilling their obligations or exercising their rights under this Agreement and the transactions contemplated pursuant to the Prospectus SupplementRegistration Statement, including without limitation as a result of the Company’s issuance of the Securities and the Investors’ ownership of the Securities.

Application of Takeover Protections. The Company and the 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 certificate of incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Investors as a result of the Investors and the Company fulfilling their obligations or exercising their rights under this Agreement and the Transaction Documents and the transactions contemplated pursuant to the Prospectus SupplementProspectus, including without limitation as a result of the Company’s issuance of the Securities and the Investors’ ownership of the Securities.

Application of Takeover Protections. The Company and the 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 certificate of incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Investors Purchasers as a result of the Investors Purchasers and the Company fulfilling their obligations or exercising their rights under this Agreement and the transactions contemplated pursuant to by the Prospectus SupplementProspectus, including without limitation as a result of the Company’s issuance of the Securities and the InvestorsPurchasers’ ownership of the Securities.

Application of Takeover Protections. The Company and the 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 certificate of incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Investors as a result of the Investors and the Company fulfilling their obligations or exercising their rights under this Agreement and the transactions contemplated pursuant to the Prospectus SupplementTransaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the Investors’ ownership of the Securities.

Application of Takeover Protections. The Company and the 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 certificate articles of incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Investors as a result of the Investors and the Company fulfilling their obligations or exercising their rights under this Agreement and the transactions contemplated pursuant to the Prospectus SupplementFinal Prospectus, including without limitation as a result of the Company’s issuance of the Securities and the Investors’ ownership of the Securities.

Application of Takeover Protections. The Company and the 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 certificate of incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Investors as a result of the Investors and the Company fulfilling their obligations or exercising their rights under this Agreement and the transactions contemplated pursuant to the Prospectus SupplementPreliminary Prospectus, including without limitation as a result of the Company’s issuance of the Securities and the Investors’ ownership of the Securities.

Application of Takeover Protections. The Company and the Board of Directors have taken or will take prior to closing 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 certificate of incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Investors Purchasers solely as a result of the Investors Purchasers and the Company fulfilling their obligations or exercising their rights under this Agreement and the transactions contemplated pursuant to the Prospectus SupplementTransaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the InvestorsPurchasers’ ownership of the Securities.

Application of Takeover Protections. The Company and the 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 certificate Certificate of incorporation Incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Investors Buyers as a result of the Investors Buyers and the Company fulfilling their obligations or exercising their rights under this Agreement and the transactions contemplated pursuant to the Prospectus SupplementTransaction Documents (as defined in Section 8.14), including including, without limitation limitation, as a result of the Company’s issuance of the Securities and the InvestorsBuyers’ ownership of the Securities.

Application of Takeover Protections. The Company and the Board of Directors have has taken all necessary action, if any, in order to render inapplicable any control share acquisition, “fair price,” “moratorium,” “interested stockholder,” business combination, poison pill (including any distribution under a rights agreement) anti-takeover or other similar anti-takeover provision under the Company’s certificate Articles of incorporation (or similar charter documents) Incorporation or the laws of its state of incorporation that is or could would become applicable to the Investors Investor as a result of the Investors Investor and the Company fulfilling their obligations or exercising their rights under this Agreement and the transactions contemplated pursuant to the Prospectus SupplementTransaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the Investors’ Investor’s ownership of the Securities.

Application of Takeover Protections. The Company and the Board of Directors have has 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 certificate Certificate of incorporation Incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Investors or shareholders of the Company prior to the Closing Date as a result of the Investors and the Company fulfilling their obligations or exercising their rights under this Agreement and the transactions contemplated pursuant to the Prospectus SupplementTransaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the Investors’ ownership of the Securities.

Application of Takeover Protections. The Company and the 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 certificate Third Amended and Restated Certificate of incorporation Incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Investors Purchasers as a result of the Investors Purchasers and the Company fulfilling their obligations or exercising their rights under this Agreement and the transactions contemplated pursuant to the Prospectus SupplementTransaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the InvestorsPurchasers’ ownership of the Securities.

Application of Takeover Protections. The Company and the 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 antitakeover provision under the Company’s certificate of incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Investors as a result of the Investors and the Company fulfilling their obligations or exercising their rights under this Agreement and the transactions contemplated pursuant to the Prospectus SupplementProspectus, including without limitation as a result of the Company’s issuance of the Securities and the Investors’ ownership of the Securities.

Application of Takeover Protections. The Company and the 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 certificate of incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Investors as a result of the Investors and the Company fulfilling their obligations or exercising their rights under the this Agreement and the transactions contemplated pursuant to the Prospectus Supplement, including without limitation as a result of the Company’s issuance of the Securities and the Investors’ ownership of the Securities.

Application of Takeover Protections. The Except as set forth in the SEC Reports, the Company and the 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 certificate of incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Investors Purchasers as a result of the Investors Purchasers and the Company fulfilling their obligations or exercising their rights under this Agreement and the transactions contemplated pursuant to the Prospectus SupplementTransaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the InvestorsPurchasers’ ownership of the Securities.

Application of Takeover Protections. The Company and the 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 certificate of incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Investors as a result of the Investors and the Company fulfilling their obligations or exercising their rights under this Agreement and the transactions contemplated pursuant to this Agreement or the Prospectus SupplementTransaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the Investors’ ownership of the Securities.

Application of Takeover Protections. The Except as set forth on Schedule 3.1(y), the Company and the 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 certificate of incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Investors Purchasers as a result of the Investors Purchasers and the Company fulfilling their obligations or exercising their rights under this Agreement and the transactions contemplated pursuant to the Prospectus SupplementTransaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the InvestorsPurchasers’ ownership of the Securities.

Application of Takeover Protections. The Company and the 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 certificate of incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Investors Purchasers as a result of the Investors Purchasers and the Company fulfilling their obligations or exercising their rights under this Agreement and the transactions contemplated pursuant to the any Prospectus Supplement, including without limitation as a result of the Company’s issuance of the Securities and the InvestorsPurchasers’ ownership of the Securities.

Application of Takeover Protections. The Except as disclosed in the SEC Reports, the Company and the 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 certificate of incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Investors Purchasers as a result of the Investors Purchasers and the Company fulfilling their obligations or exercising their rights under this Agreement and the transactions contemplated pursuant to the Prospectus SupplementTransaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the InvestorsPurchasers’ ownership of the Securities.

Application of Takeover Protections. The Company and the 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 certificate of incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Investors as a result of the Investors and the Company fulfilling their obligations or exercising their rights under this Agreement and the transactions contemplated pursuant to the Prospectus SupplementSecurities Purchase Agreement, including without limitation as a result of the Company’s issuance of the Securities and the Investors’ ownership of the Securities.

Application of Takeover Protections. The Company and the 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 certificate of incorporation incorporation, as amended to date (or similar charter documents) ), or the laws of its state of incorporation that is or could become applicable to the Investors Purchasers as a result of the Investors Purchasers and the Company fulfilling their obligations or exercising their rights under this Agreement and the transactions contemplated pursuant to the Prospectus SupplementTransaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the InvestorsPurchasers’ ownership of the Securities.

Application of Takeover Protections. The Company and the 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 certificate articles of incorporation association (or similar charter documents) or the laws of its state jurisdiction of incorporation that is or could would become applicable to the Investors as a result of the Investors and the Company fulfilling their obligations or exercising their rights under this Agreement and the transactions contemplated pursuant to by the Prospectus SupplementFinal Prospectus, including without limitation as a result of the Company’s issuance of the Securities and the Investors’ ownership of the Securities.

Application of Takeover Protections. The Company and the 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 certificate of incorporation (or similar charter documents) or the laws Laws of its state of incorporation that is or could become applicable to the Investors Initial Purchaser as a result of the Investors Initial Purchaser and the Company fulfilling their obligations or exercising their rights under this Agreement and the transactions contemplated pursuant to the Prospectus SupplementTransaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the Investors’ Initial Purchaser’s ownership of the Securities.

Application of Takeover Protections. The Company and the 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 certificate Articles of incorporation Incorporation (or similar charter documents) ), as amended, or the laws of its state of incorporation that is or could become applicable to the Investors Purchasers as a result of the Investors Purchasers and the Company fulfilling their obligations or exercising their rights under this Agreement and the transactions contemplated pursuant to the Prospectus SupplementTransaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the InvestorsPurchasers’ ownership of the Securities.

Application of Takeover Protections. The Company and the 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 certificate Charter Documents or any stockholder rights plan of incorporation (or similar charter documents) the Company or the laws of its state of incorporation (including Section 203 of the Delaware General Corporation Law) that is or could become applicable to the Investors each Purchaser as a result of the Investors such Purchaser and the Company fulfilling their obligations or exercising their rights under this Agreement and the transactions contemplated pursuant to the Prospectus SupplementAgreement, including without limitation as a result of the Company’s issuance of the Securities and the Investors’ any Purchaser’s ownership of the Securities.

Application of Takeover Protections. The Company and the 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 certificate of incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Investors as a result of the Investors and the Company fulfilling their obligations or exercising their rights under this Agreement and the Transaction Documents and the transactions contemplated pursuant to the Prospectus SupplementProspectus, including without limitation as a result of the Company’s issuance of the Securities Shares and the Investors’ ownership of the SecuritiesShares.

Application of Takeover Protections. The Except as provided in the SEC Reports, the Company and the 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 certificate articles of incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Investors Purchaser as a result of the Investors Purchaser and the Company fulfilling their respective obligations or exercising their respective rights under this Agreement and the transactions contemplated pursuant to the Prospectus SupplementTransaction Documents, including without limitation limitation, as a result of the Company’s issuance of the Securities and the Investors’ Purchaser’s ownership of the Securities.

Application of Takeover Protections. The Company and the 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 certificate of incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Investors Purchasers as a result of the Investors Purchasers and the Company fulfilling their obligations or exercising their rights under this Agreement and the transactions contemplated pursuant to the Prospectus SupplementTransaction Documents as set forth therein, including without limitation as a result of the Company’s issuance of the Securities and the InvestorsPurchasers’ ownership of the SecuritiesSecurities as set forth in the Transaction Documents.

Application of Takeover Protections. The Company and the 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 certificate Certificate of incorporation Incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Investors any Purchaser or Purchasers as a result of the Investors respective Purchasers and the Company fulfilling their respective obligations or exercising their respective rights under this Agreement and the transactions contemplated pursuant to the Prospectus SupplementTransaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the InvestorsPurchasers’ several ownership of the Securities.

Application of Takeover Protections. The Company and the Board of Directors have has 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 certificate Certificate of incorporation Incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Investors Investors, resulting in a Material Adverse Effect, as a result of the Investors and the Company fulfilling their obligations or exercising their rights under this Agreement and the transactions contemplated pursuant to the Prospectus SupplementTransaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the Investors’ ownership of the Securities.

Application of Takeover Protections. The Company and the 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 agreementagreement or shareholder rights plan) or other similar anti-takeover provision under the Company’s certificate of incorporation (or similar charter documents) or the laws of its state jurisdiction of incorporation that is or could become applicable to the Investors Purchasers as a result of the Investors Purchasers and the Company fulfilling their obligations or exercising their rights under this Agreement and the transactions contemplated pursuant to the Prospectus SupplementTransaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the InvestorsPurchasers’ ownership of the Securities.

Application of Takeover Protections. The Company and the Board of Directors have has 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 certificate Articles of incorporation Incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Investors or shareholders of the Company prior to the Closing Date as a result of the Investors and the Company fulfilling their obligations or exercising their rights under this Agreement and the transactions contemplated pursuant to the Prospectus SupplementTransaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the Investors’ ownership of the Securities.

Application of Takeover Protections. The Company Borrower and the Board its board of Directors directors have taken all necessary action, if any, in order to render inapplicable the Borrower’s issuance of the Securities, and the Lender’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 Company’s certificate organizational documents of incorporation (or similar charter documents) the Borrower or the laws of its the state of its incorporation that which is or could become applicable to the Investors Lender as a result of the Investors and the Company fulfilling their obligations or exercising their rights under this Agreement and the transactions contemplated pursuant to the Prospectus Supplementby this Agreement, including without limitation as a result of the CompanyBorrower’s issuance of the Securities and the Investors’ ownership of the Securities.

Application of Takeover Protections. The Except as provided in the SEC Reports, the Company and the 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 certificate of incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Investors Purchasers as a result of the Investors Purchasers and the Company fulfilling their obligations or exercising their rights under this Agreement and the transactions contemplated pursuant to the Prospectus SupplementTransaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the InvestorsPurchasers’ ownership of the Securities.

Application of Takeover Protections. The Company and the 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 certificate of incorporation (or similar charter documents) Charter Documents or the laws of its state of incorporation (including Section 203 of the Delaware General Corporation Law) that is or could become applicable to the Investors each Purchaser as a result of the Investors such Purchaser and the Company fulfilling their obligations or exercising their rights under this Agreement and the transactions contemplated pursuant to the Prospectus SupplementTransaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the Investors’ such Purchaser’s ownership of the Securities.

Application of Takeover Protections. The Company and the its Board of Directors have taken or prior to the Closing will take, 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 certificate Certificate of incorporation Incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Investors investors as a result of the Investors investors and the Company fulfilling their obligations or exercising their rights under this Agreement and the transactions contemplated pursuant to the Prospectus SupplementTransaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the Investorsinvestors’ ownership of the Securities.

Application of Takeover Protections. The Company and the 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-anti takeover provision under the Company’s certificate Amended and Restated Memorandum and Articles of incorporation Association, as amended from time to time (or similar charter documents) ), or the laws of the jurisdiction of its state of incorporation that is or could become applicable to the Investors as a result of the Investors and the Company fulfilling their obligations or exercising their rights under this Agreement and the transactions contemplated pursuant to the Prospectus SupplementTransaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the Investors’ ownership of the Securities.

Application of Takeover Protections. The Company and the Board of Directors have has 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 certificate 's Certificate of incorporation Incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Investors Investor or shareholders of the Company prior to the First Closing Date or Second Closing Date as a result of the Investors Investor and the Company fulfilling their obligations or exercising their rights under this Agreement and the transactions contemplated pursuant to the Prospectus SupplementTransaction Documents, including including, without limitation as a result of limitation, the Company’s 's issuance of the Securities and the Investors’ Investor's ownership of the Securities.

Application of Takeover Protections. The Company and the 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 certificate of incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Investors as a result of the Investors and the Company fulfilling their obligations or exercising their rights under this Agreement and the transactions contemplated pursuant to the Prospectus SupplementFinal Offering Circular, including without limitation as a result of the Company’s issuance of the Securities and the Investors’ ownership of the Securities.

Application of Takeover Protections. The Except as contemplated by the CP Transaction, the Company and the 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 anti‑takeover provision under the Company’s certificate of incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Investors Purchasers as a result of the Investors Purchasers and the Company fulfilling their obligations or exercising their rights under this Agreement and the transactions contemplated pursuant to the Prospectus SupplementTransaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the InvestorsPurchasers’ ownership of the Securities.

Application of Takeover Protections. The Assuming that Buyer has no present intention to takeover or to participate in a takeover of the Company, the Company and the Board its 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 Company’s certificate Certificate of incorporation (or similar charter documents) Incorporation or the laws of its the state of its incorporation that which is or could become applicable to the Investors Buyer as a result of the Investors Buyer and the Company fulfilling their obligations or exercising their rights under this Agreement the Transaction Documents and the transactions contemplated pursuant to the Prospectus SupplementCertificate of Designation, including including, without limitation as a result of limitation, the Company’s 's issuance of the Securities and the Investors’ Buyer's ownership of the Securities.

Application of Takeover Protections. The Company and the 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 anti‑takeover provision under the Company’s certificate of incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Investors as a result of the Investors and the Company fulfilling their obligations or exercising their rights under this Agreement and the transactions contemplated pursuant to the Prospectus SupplementMemorandum, including without limitation as a result of the Company’s issuance of the Securities and the Investors’ ownership of the Securities.

Application of Takeover Protections. The Except as set forth on Schedule 3.1(x), the Company and the 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 certificate of incorporation (or similar charter documents) or the laws of its state of incorporation that is or could would become applicable to the Investors Purchasers as a result of the Investors Purchasers and the Company fulfilling their obligations or exercising their rights under this Agreement and the transactions contemplated pursuant to the Prospectus SupplementTransaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the InvestorsPurchasers’ ownership of the Securities.

Application of Takeover Protections. The Company and the 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 certificate of incorporation (or similar charter documents) or the laws of its state jurisdiction of incorporation that is or could become applicable to the Investors Purchasers as a result of the Investors Purchasers and the Company fulfilling their obligations or exercising their rights under this Agreement and the transactions contemplated pursuant Transaction Documents to the Prospectus Supplementwhich they are a party, including without limitation as a result of the Company’s issuance of the Securities and the InvestorsPurchasers’ ownership of the Securities.

Application of Takeover Protections. The Except as disclosed in Schedule 3.32, the Company and the Board of Directors have has 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 certificate 's Certificate of incorporation Incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Investors Investors, resulting in a Material Adverse Effect, as a result of the Investors and the Company fulfilling their obligations or exercising their rights under this Agreement and the transactions contemplated pursuant to the Prospectus SupplementTransaction Documents, including without limitation as a result of the Company’s 's issuance of the Securities and the Investors’ ' ownership of the Securities.

Application of Takeover Protections. The Company and the its Board of Directors have has 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 Companysuch company’s certificate Certificate of incorporation Incorporation (or similar charter documents) or the laws of its state of incorporation or other organizational jurisdiction that is or could become applicable to the Investors Purchasers as a result of the Investors Purchasers and the Company fulfilling their obligations or exercising their rights under this Agreement and the transactions contemplated pursuant to the Prospectus SupplementTransaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the Investors’ each Purchaser’s ownership of the Securities.

Application of Takeover Protections. The Company and the Board of Directors have has 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 's certificate of incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Investors as a result of the Investors and the Company fulfilling their obligations or exercising their rights under this Agreement and in connection with the transactions contemplated pursuant to the Prospectus SupplementMemorandum, including without limitation as a result of the Company’s 's issuance of the Securities and the Investors’ ' ownership of the Securities.

Application of Takeover Protections. The Company and the Board of Directors have has 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 certificate 's Certificate of incorporation Incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Investors or shareholders of the Company prior to the Closing Date as a result of the Investors and the Company fulfilling their obligations or exercising their rights under this Agreement and the transactions contemplated pursuant to the Prospectus SupplementTransaction Documents, including without limitation as a result of the Company’s 's issuance of the Securities and the Investors’ ' ownership of the Securities.

Application of Takeover Protections. The Assuming that the Investors, including acting in concert with others, have no present intention to exercise control over, takeover or participate in a takeover of the Company, the Company and the Board its 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 Company’s certificate Certificate of incorporation (or similar charter documents) Incorporation or the laws of its the state of its incorporation that which is or could become applicable to the Investors as a result of the Investors and the Company fulfilling their obligations or exercising their rights under this Agreement and the transactions contemplated pursuant to the Prospectus SupplementAgreement, including including, without limitation as a result of limitation, the Company’s issuance of the Securities and the Investors’ ownership of the Securities.

Application of Takeover Protections. The To the best of the Company’s knowledge, the Company and the 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 certificate of incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Investors Purchasers as a result of the Investors Purchasers and the Company fulfilling their obligations or exercising their rights under this Agreement and the transactions contemplated pursuant to the Prospectus SupplementTransaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the InvestorsPurchasers’ ownership of the Securities.

Application of Takeover Protections. The Company Corporation and the 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 CompanyCorporation’s certificate of incorporation (or similar charter documents) or Charter, any agreement to which the Corporation is a party, the federal laws of its state of incorporation Canada or Applicable Securities Laws that is or could become applicable to the Investors Subscriber as a result of the Investors Subscriber and the Company Corporation fulfilling their respective obligations or exercising their respective rights under this Agreement and the transactions contemplated pursuant to the Prospectus SupplementTransaction Documents (as applicable), including including, without limitation limitation, as a result of the CompanyCorporation’s issuance of the Securities Purchased Shares and the Investors’ Purchased Warrants and the Subscriber’s ownership of the SecuritiesPurchased Shares and the Purchased Warrants.

Application of Takeover Protections. The Company and the its Board of Directors have taken all necessary actionaction deemed reasonable or prudent by them in their sole discretion, if anyor as may be required by the Company’s organizational documents or applicable law, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-anti takeover provision under the Company’s certificate Certificate of incorporation Incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Investors Investor as a result of the Investors Investor and the Company fulfilling their obligations or exercising their rights under this Agreement and the transactions contemplated pursuant to the Prospectus SupplementTransaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the Investors’ Investor’s ownership of the Securities.

Application of Takeover Protections. The Company and the 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 Company’s certificate 's Certificate of incorporation Incorporation (or similar charter documents) ), by-laws, or the laws of its state of incorporation that is or could become applicable to the Investors Investor as a result of the Investors Investor and the Company fulfilling their respective obligations or exercising their respective rights under this Agreement and the transactions contemplated pursuant to the Prospectus SupplementTransaction Documents, including without limitation as a result of the Company’s 's issuance of the Securities and the Investors’ Investor's or its Affiliates' ownership of the SecuritiesSecurities or the Investor's right of foreclosure under the Pledge Agreement.

Application of Takeover Protections. The Company and the Board its board of Directors directors have taken all necessary action, if any, in order to render inapplicable the Company’s issuance of the Shares and the Holders’ ownership of such 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 Company’s certificate organizational documents of incorporation (or similar charter documents) the Company or the laws of its the state of its incorporation that which is or could become applicable to the Investors Holders as a result of the Investors and the Company fulfilling their obligations or exercising their rights under this Agreement and the transactions contemplated pursuant to the Prospectus Supplementby this Agreement, including including, without limitation as a result of limitation, the Company’s issuance of the Securities Shares and the InvestorsHolders’ ownership of the Securitiessuch securities.

Application of Takeover Protections. The Company and the 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 certificate articles of incorporation association (or similar charter documents) or the laws of its state jurisdiction of incorporation that is or could become applicable to the Investors Purchasers as a result of the Investors Purchasers and the Company fulfilling their obligations or exercising their rights under this Agreement the Transaction Documents and the transactions contemplated pursuant to the Prospectus SupplementSubscription and Transfer Agreement, including without limitation as a result of the Company’s issuance of the Securities and the InvestorsPurchasers’ ownership of the Securities.

Application of Takeover Protections. The Company and the 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 certificate of incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Investors as a result of the Investors and the Company fulfilling their obligations or exercising their rights under this Agreement and the Transaction Documents and the transactions contemplated pursuant to the Prospectus Supplement, including without limitation as a result of the Company’s issuance of the Securities and the Investors’ ownership of the Securities.

Application of Takeover Protections. The Company and the 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 anti‑takeover provision under the Company’s certificate of incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Investors Purchaser as a result of the Investors Purchaser and the Company fulfilling their respective obligations or exercising their respective rights under this Agreement and the transactions contemplated pursuant to the Prospectus Supplement15 US-DOCS\133667321.2 Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the Investors’ Purchaser’s ownership of the Securities.

Application of Takeover Protections. The Company and the 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 certificate of incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to owners of the Investors Shares as a result of the Investors Underwriter and the Company fulfilling their obligations or exercising their rights under this Agreement and the transactions contemplated pursuant to the Prospectus Supplement, including without limitation as a result of the Company’s issuance of the Securities Shares and the Investors’ ownership Underwriter’s sale of the SecuritiesShares to investors participating in the Offering (the “Investors”).

Application of Takeover Protections. The Company and the 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 certificate of incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Investors as a result of the Investors and the Company fulfilling their obligations or exercising their rights under this Agreement and the transactions contemplated pursuant to the Prospectus SupplementTransaction Documents, 9 including without limitation as a result of the Company’s issuance of the Securities and the Investors’ ownership of the Securities.

Application of Takeover Protections. The Company and the 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 certificate of incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Investors as a result of the Investors and the Company fulfilling their obligations or exercising their rights under this Agreement and the transactions contemplated pursuant to the Prospectus Supplement, including without limitation as a result of the Company’s issuance of the Securities Shares and the Investors’ ownership of the SecuritiesShares.

Application of Takeover Protections. The Company and the Board of Directors have has 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 certificate Articles of incorporation Incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Investors or shareholders of the Company prior to any Closing Date as a result of the Investors and the Company fulfilling their obligations or exercising their rights under this Agreement and the transactions contemplated pursuant to the Prospectus SupplementTransaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the Investors’ ownership of the Securities.

Application of Takeover Protections. The Company and the its Board of Directors have taken taken, or will prior to a Closing take, 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 certificate Certificate of incorporation Incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Investors Purchasers as a result of the Investors Purchasers and the Company fulfilling their obligations or exercising their rights under this Agreement and the transactions contemplated pursuant to the Prospectus SupplementTransaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the InvestorsPurchasers’ ownership of the Securities.

Application of Takeover Protections. The Company and the 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 certificate of incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Investors any Holder as a result of the Investors such Holder and the Company fulfilling their obligations or exercising their rights under this Agreement and the transactions contemplated pursuant to the Prospectus SupplementTransaction Documents, including without limitation as a result of the Company’s issuance of the Exchange Securities and the Investors’ Holder’s ownership of the SecuritiesExchange Securities or the Underlying Shares (as defined below).

Application of Takeover Protections. The Except as provided in the SEC Reports, the Company and the 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 certificate articles of incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Investors Purchasers as a result of the Investors Purchasers and the Company fulfilling their respective obligations or exercising their respective rights under this Agreement and the transactions contemplated pursuant to the Prospectus SupplementTransaction Documents, including without limitation limitation, as a result of the Company’s issuance of the Securities and the InvestorsPurchasers’ ownership of the Securities.. (y)

Application of Takeover Protections. The Company and the 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 certificate of incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Investors as a result of the Investors and the Company fulfilling their obligations or exercising their rights under this Agreement and the transactions contemplated pursuant to the Prospectus SupplementSupplements, including without limitation as a result of the Company’s issuance of the Securities and the Investors’ ownership of the Securities.

Application of Takeover Protections. The Except as set forth in the Prospectus, the Company and the 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 certificate of incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Investors Purchasers as a result of the Investors Purchasers and the Company fulfilling their obligations or exercising their rights under this Agreement and the transactions contemplated pursuant to the Prospectus SupplementTransaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the InvestorsPurchasers’ ownership of the Securities.

Application of Takeover Protections. The Company and the 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 certificate of incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Investors as a result of the Investors and the Company fulfilling their obligations or exercising their rights under this Agreement and the transactions contemplated pursuant to the Prospectus Supplement, including without limitation as a result of the Company’s issuance of the Securities and the Investors’ ownership of the SecuritiesShares.

Application of Takeover Protections. The Company and the 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 certificate Certificate of incorporation Incorporation (or similar charter documents) or the laws of its state of incorporation or any agreement to which the Company is a party that is or could become applicable to the Investors Purchasers as a result of the Investors Purchasers and the Company fulfilling their obligations or exercising their rights under this Agreement and the transactions contemplated pursuant to the Prospectus SupplementTransaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the InvestorsPurchasers’ ownership of the Securities.

Application of Takeover Protections. The Company and the 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 anti‑takeover provision under the Company’s certificate of incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Investors as a result of the Investors and the Company fulfilling their obligations or exercising their rights under this Agreement and the transactions contemplated pursuant to the Prospectus SupplementFinal Prospectus, including without limitation as a result of the Company’s issuance of the Securities and the Investors’ ownership of the Securities.

Application of Takeover Protections. The Holding Company and the 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 Holding Company’s certificate 's Certificate of incorporation Incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Investors Purchasers as a result of the Investors Purchasers and the Holding Company fulfilling their obligations or exercising their rights under this Agreement and the transactions contemplated pursuant to the Prospectus SupplementTransaction Documents, including without limitation as a result of the Holding Company’s 's issuance of the Securities and the Investors’ Purchasers' ownership of the Securities.

Application of Takeover Protections. The Company and the Board of Directors have taken all necessary action, if any, in order to render inapplicable as of the Closing Date and thereafter 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 certificate of incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Investors Holders as a result of the Investors Holders and the Company fulfilling their obligations or exercising their rights under this Agreement and the transactions contemplated pursuant to the Prospectus SupplementTransaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the InvestorsHolders’ ownership of the Securities.

Application of Takeover Protections. The Company and the 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 certificate of incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Investors Purchasers as a result of the Investors Purchasers and the Company 15701434_11 17 fulfilling their obligations or exercising their rights under this Agreement and the transactions contemplated pursuant to the Prospectus SupplementTransaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the InvestorsPurchasers’ ownership of the Securities.

Application of Takeover Protections. The Company and the Board of Directors have taken all necessary action, if any, in order to render inapplicable as of the Closing Date and thereafter 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 certificate of incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Investors Holder as a result of the Investors Holder and the Company fulfilling their obligations or exercising their rights under this Agreement and the transactions contemplated pursuant to the Prospectus SupplementTransaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the Investors’ Holder’s ownership of the Securities.

Application of Takeover Protections. The Company Acquiror and the Acquiror 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 CompanyAcquiror’s certificate of incorporation (or similar charter documents) Organizational Documents or the laws Laws of its state of incorporation that is or could become applicable to the Investors Acquiror, Parent, Acquiree or the Parent Members as a result of the Investors and the Company parties hereto fulfilling their obligations or exercising their rights under this Agreement and the transactions contemplated pursuant to the Prospectus SupplementTransaction Documents, including without limitation as a result of the Company’s issuance of the Securities Acquiror Shares and the InvestorsParent Members’ ownership of the SecuritiesDistribution Shares and Mxxxxxxx’x ownership of the Note Cancellation Shares.

Application of Takeover Protections. The Company and the 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 certificate Articles of incorporation Incorporation (or similar charter documents) ), as amended, or the laws of its state of incorporation that is or could become applicable to the Investors Purchaser as a result of the Investors Purchaser and the Company fulfilling their obligations or exercising their rights under this Agreement and the transactions contemplated pursuant to the Prospectus SupplementTransaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the Investors’ Purchaser Designee’s ownership of the Securities.

Application of Takeover Protections. The Company and the Board of Directors have has 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 certificate 's Certificate of incorporation Incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Investors or stockholders of the Company prior to any Closing Date as a result of the Investors and the Company fulfilling their obligations or exercising their rights under this Agreement and the transactions contemplated pursuant to the Prospectus SupplementTransaction Documents, including without limitation as a result of the Company’s 's issuance of the Securities and the Investors’ ' ownership of the Securities.

Application of Takeover Protections. The Company and the its Board of Directors will, after the Closing, 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 certificate of incorporation (or similar charter documents) Organizational Documents or the laws of its state jurisdiction of incorporation that is or could become applicable to the Investors Investor as a result of the Investors Investor and the Company fulfilling their respective obligations or exercising their respective rights under this Agreement and the transactions contemplated pursuant to the Prospectus SupplementTransaction Documents (as applicable), including including, without limitation limitation, as a result of the Company’s issuance of the Securities Shares and the Investors’ Investor’s ownership of the SecuritiesShares.

Application of Takeover Protections. The Except as disclosed in Schedule 3.32, the Company and the Board of Directors have has 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 certificate Certificate of incorporation Incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Investors Investors, resulting in a Material Adverse Effect, as a result of the Investors and the Company fulfilling their obligations or exercising their rights under this Agreement and the transactions contemplated pursuant to the Prospectus SupplementTransaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the Investors’ ownership of the Securities.

Application of Takeover Protections. The Except as set forth in the SEC Reports, the Company and the 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 certificate memorandum and articles of incorporation (or similar charter documents) associaiton or the laws of its state of incorporation that is or could become applicable to the Investors Purchasers as a result of the Investors Purchasers and the Company fulfilling their obligations or exercising their rights under this Agreement and the transactions contemplated pursuant to the Prospectus SupplementTransaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the InvestorsPurchasers’ ownership of the Securities.

Application of Takeover Protections. The Company and the 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 certificate of incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Investors Purchaser or the other investors in the Offering as a result of the Investors their and the Company fulfilling their obligations or exercising their rights under this Agreement and the transactions contemplated pursuant to the Prospectus Supplementother Offering agreements, including including, without limitation limitation, as a result of the Company’s issuance of the Securities and the InvestorsPurchaser’s or other investors’ ownership of the SecuritiesSecurities issued in the Offering.

Application of Takeover Protections. The Company and the 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 pursuant to the Company’s certificate Certificate of incorporation Incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Investors Purchasers as a result of the Investors Purchasers and the Company fulfilling their obligations or exercising their rights under this Agreement and the transactions contemplated pursuant to the Prospectus SupplementTransaction Documents, including without limitation limitation, as a result of the Company’s issuance of the Securities and the InvestorsPurchasers’ ownership of the Securities.

Application of Takeover Protections. The Company Borrower and the Board its board of Directors 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) ), stockholder rights plan or other similar anti-takeover provision under the Company’s certificate Certificate of incorporation (Incorporation, Bylaws or similar charter documents) other organizational documents or the laws of the jurisdiction of its state of incorporation that or otherwise which is or could become applicable to the Investors Fitness TSI Fund II LLC as a result of the Investors and the Company fulfilling their obligations or exercising their rights under this Agreement and the transactions contemplated pursuant to by this Agreement, including, without limitation, the Prospectus Supplement, including without limitation as a result of the CompanyBorrower’s issuance of the Securities Issued Shares and the Investors’ any Buyer’s ownership of the SecuritiesIssued Shares.

Application of Takeover Protections. The Company and the Board of Directors have has 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 certificate 's Certificate of incorporation Incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Investors or shareholders of the Company prior to any Closing Date as a result of the Investors and the Company fulfilling their obligations or exercising their rights under this Agreement and the transactions contemplated pursuant to the Prospectus SupplementTransaction Documents, including without limitation as a result of the Company’s 's issuance of the Securities and the Investors’ ' ownership of the Securities.

Application of Takeover Protections. The Except as described in the Prospectus, the Company and the 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 certificate of incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Investors Purchasers as a result of the Investors Purchasers and the Company fulfilling their obligations or exercising their rights under this Agreement and the transactions contemplated pursuant to the Prospectus SupplementTransaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the InvestorsPurchasers’ ownership of the Securities.

Application of Takeover Protections. The Company and the 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 anti‑takeover provision under the Company’s certificate of incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Investors as a result of the Investors and the Company fulfilling their obligations or exercising their rights under this Agreement and the transactions contemplated pursuant to the Prospectus Supplement, including without limitation as a result of the Company’s issuance of the Securities and the Investors’ ownership of the Securities.

Application of Takeover Protections. The Company and the Board of Directors have has 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 certificate 's Certificate of incorporation Incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Investors Investor or shareholders of the Company prior to the Closing Date as a result of the Investors Investor and the Company fulfilling their obligations or exercising their rights under this Agreement and the transactions contemplated pursuant to the Prospectus SupplementTransaction Documents , including without limitation as a result of the Company’s 's issuance of the Securities and the Investors’ Investor' ownership of the Securities.

Application of Takeover Protections. The Except as provided in Schedule 3.1(x), the Company and the 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 certificate of incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Investors Purchasers as a result of the Investors Purchasers and the Company fulfilling their obligations or exercising their rights under this Agreement and the transactions contemplated pursuant to the Prospectus SupplementTransaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the InvestorsPurchasers’ ownership of the Securities.

Application of Takeover Protections. The Company and the Board of Directors have has 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 certificate Certificate of incorporation Incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Investors Investor or shareholders of the Company prior to the Closing Date as a result of the Investors Investor and the Company fulfilling their obligations or exercising their rights under this Agreement and the transactions contemplated pursuant to the Prospectus SupplementTransaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the InvestorsInvestor’ ownership of the Securities.

Application of Takeover Protections. The Company and the Board of Directors have have, to their knowledge, 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 certificate Articles of incorporation Incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Investors Buyer as a result of the Investors Buyer and the Company fulfilling their obligations or exercising their rights under this Agreement and the transactions contemplated pursuant to the Prospectus SupplementTransaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the InvestorsBuyer’ ownership of the Securities.

Application of Takeover Protections. The Except as provided in the SEC Reports, the Company and the 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 certificate memorandum and articles of incorporation (or similar charter documents) association or the laws of its state of incorporation that is or could become applicable to the Investors Purchasers as a result of the Investors Purchasers and the Company fulfilling their respective obligations or exercising their respective rights under this Agreement and the transactions contemplated pursuant to the Prospectus SupplementTransaction Documents, including without limitation limitation, as a result of the Company’s issuance of the Securities and the InvestorsPurchasers’ ownership of the Securities.