Common use of Application of Takeover Protections Clause in Contracts

Application of Takeover Protections. There is no control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s charter documents or the laws of its state of incorporation that is or could become applicable to any of the Purchasers as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including, without limitation, as a result of the Company’s issuance of the Securities and the Purchasers’ ownership of the Securities.

Application of Takeover Protections. There is no control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s charter documents or the laws of its state of incorporation that is or could become applicable to any of the Purchasers Investors as a result of the Purchasers Investors and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including, without limitation, as a result of the Company’s issuance of the Securities and the PurchasersInvestors’ ownership of the Securities.

Application of Takeover Protections. There is no 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 charter documents or the laws of its state of incorporation that is or could become applicable to any of the Purchasers as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including, without limitation, as a result of the Company’s 's issuance of the Securities and the Purchasers’ ' ownership of the Securities.

Application of Takeover Protections. There Except as described in Schedule 3.1(q), there is no control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s charter documents or the laws of its state of incorporation that is or could become applicable to any of the Purchasers Investors as a result of the Purchasers Investors and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including, without limitation, as a result of the Company’s issuance of the Securities and the PurchasersInvestors’ ownership of the Securities.

Application of Takeover Protections. There is no control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s charter documents Organizational Documents or the laws of its state jurisdiction of incorporation formation that is or could become applicable to any of the Purchasers Purchaser as a result of the Purchasers Purchaser and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including, without limitation, including as a result of the Company’s issuance of the Securities Shares and the Purchasers’ Purchaser’s ownership of the SecuritiesShares.

Application of Takeover Protections. There is no control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s charter documents Charter or the laws of its state of incorporation that is or could become applicable to any of the Purchasers Investor as a result of the Purchasers Investor and the Company fulfilling their respective obligations or exercising their respective rights under the Transaction DocumentsDocuments (as applicable), including, without limitation, as a result of the Company’s issuance of the Securities and the Purchasers’ Investor’s ownership of the Securities.

Application of Takeover Protections. There is no control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s charter documents or the laws of its state of incorporation that is or could would become applicable to any of the Purchasers Investors as a result of the Purchasers Investors and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including, without limitation, as a result of the Company’s issuance of the Securities and the PurchasersInvestors’ ownership of the Securities.

Application of Takeover Protections. There is no control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s charter documents Certificate of Incorporation or the laws of its state of incorporation Bylaws that is or could become applicable to any of the Purchasers Investors as a result of the Purchasers Investors and the Company fulfilling their obligations or exercising their rights under the Transaction Documentsthis Agreement, including, including without limitation, as a result of the Company’s issuance of the Securities Shares and the PurchasersInvestors’ ownership of the SecuritiesShares.

Application of Takeover Protections. There is no control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s charter documents or the laws of its state of incorporation that is or could become applicable to any of the Purchasers Investors as a result of the Purchasers Investors and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including, without limitation, as a result of the Company’s issuance of the Securities Common Shares and the PurchasersInvestors’ ownership of the SecuritiesCommon Shares.

Application of Takeover Protections. There is no 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 charter documents or the laws of its state of incorporation that is or could become applicable to any of the Purchasers as a result of the Purchasers Purchaser and the Company fulfilling their obligations or exercising their rights under the Transaction DocumentsAgreements, including, without limitation, as a result of the Company’s 's issuance of the Securities Shares and the Purchasers’ ' ownership of the SecuritiesShares.

Application of Takeover Protections. There is Except as set forth on Schedule 3.1(v), there are no 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 documents) or the laws of its state of incorporation that is or could become applicable to any of the Purchasers as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including, including without limitation, limitation as a result of the Company’s issuance of the Securities and the Purchasers’ ownership of the Securities.

Application of Takeover Protections. There is no control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s charter documents or the laws of its state of incorporation that is or could become applicable to any of the Purchasers as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including, without limitation, as a result of the Company’s 's issuance of the Securities and the Purchasers’ ' ownership of the Securities.

Application of Takeover Protections. There is Except as set forth on Schedule 3.1(v), there are no 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 documents) or the laws of its state of incorporation that is or could become applicable to any of the Purchasers as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including, including without limitation, limitation as a result of the Company’s issuance of the Securities and the Purchasers’ ownership of the Securities.

Application of Takeover Protections. There The Company is no not subject to 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 charter documents Company Charter Documents or the laws of its state of incorporation formation that is or could become applicable to any of the Purchasers Company as a result of the Purchasers and the Company fulfilling their its obligations or exercising their rights under the Transaction Documentsthis Agreement, including, without limitation, as a result of the Company’s issuance of the Securities Acquisition Shares and the Purchasers’ Company Shareholder’s ownership of the SecuritiesAcquisition Shares.

Application of Takeover Protections. There is no control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s charter documents or the laws of its state of incorporation that is or could become applicable to any of the Purchasers Purchaser as a result of the Purchasers Purchaser and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including, without limitation, as a result of the Company’s issuance of the Securities and the Purchasers’ Purchaser’s ownership of the Securities.

Application of Takeover Protections. There is no control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s Issuer's charter documents or the laws of its state of incorporation that is or could become applicable to any of the Purchasers Investors as a result of the Purchasers Investors and the Company Issuer fulfilling their obligations or exercising their rights under the Transaction Documentshereunder, including, without limitation, as a result of the Company’s Issuer's issuance of the Securities and or the PurchasersInvestors’ ownership of the Securities.

Application of Takeover Protections. There is no No 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 documents) or the laws of its state of incorporation that is or could become applicable to any of the Purchasers as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including, including without limitation, limitation as a result of the Company’s issuance of the Securities and the Purchasers’ ownership of the Securities, is applicable to the Company.

Application of Takeover Protections. There Except for the Act, there is no 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 charter documents or the laws of its state of incorporation that is or could become applicable to any of the Purchasers as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including, without limitation, as a result of the Company’s 's issuance of the Securities Shares and the Purchasers’ ' ownership of the SecuritiesShares.

Application of Takeover Protections. There is no control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s charter documents or the laws of its state of incorporation that is or could become applicable to any of the Purchasers Investors as a result of the Purchasers Investor and the Company fulfilling their obligations or exercising their rights under the Transaction DocumentsAgreements, including, without limitation, as a result of the Company’s issuance of the Securities and the PurchasersInvestors’ ownership of the Securities.

Application of Takeover Protections. There is no control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s charter documents or the laws of its state of incorporation that is or could become applicable to any of the Purchasers as a result of the Purchasers Purchaser and the Company fulfilling their obligations or exercising their rights under the Transaction DocumentsAgreements, including, without limitation, as a result of the Company’s issuance of the Securities and the Purchasers’ ownership of the Securities.

Application of Takeover Protections. There is no control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s charter documents or the laws of its state of incorporation that is or could become applicable to any of the Purchasers Purchaser as a result of the Purchasers Purchaser and the Company fulfilling their obligations or exercising their rights under the Transaction Documentsthis Agreement, including, without limitation, as a result of the Company’s issuance of the Securities Common Stock and the Purchasers’ Purchaser’s ownership of the SecuritiesCommon Stock.

Application of Takeover Protections. There is no control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s charter documents or the laws of its state of incorporation that is or could become applicable to any of the Purchasers Purchaser as a result of the Purchasers Purchaser and the Company fulfilling their obligations or exercising their rights under the Transaction DocumentsAgreements, including, without limitation, as a result of the Company’s issuance of the Securities Shares and the Purchasers’ Purchaser’s ownership of the SecuritiesShares.

Application of Takeover Protections. There is no control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s charter documents or the laws of its state of incorporation that is or could become applicable to any of the Purchasers Investor as a result of the Purchasers Investor and the Company fulfilling their obligations or exercising their rights under the Transaction Documentsthis Agreement, including, without limitation, as a result of the Company’s issuance of the Securities and the Purchasers’ Investor’s ownership of the Securities.

Application of Takeover Protections. There is no control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s charter documents or the laws of its state of incorporation that is or could become applicable to any of the Purchasers Purchaser as a result of the Purchasers Purchaser and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including, without limitation, as a result of the Company’s issuance of the Securities Shares and the Purchasers’ Purchaser’s ownership of the SecuritiesShares.

Application of Takeover Protections. There is no 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 charter documents or the laws of its state of incorporation that is or could become applicable to any of the Purchasers as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including, without limitation, as a result of the Company’s 's issuance of the Securities Notes and the Purchasers’ ' ownership of the SecuritiesNotes.

Application of Takeover Protections. There is no control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s charter documents or the laws of its state of incorporation that is or could become applicable to any of the Purchasers Investors as a result of the Purchasers Investors and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including, without limitation, as a result of the Company’s 's issuance of the Securities and the Purchasers’ Investors' ownership of the Securities.

Application of Takeover Protections. There is no control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s charter documents or the laws of its state of incorporation that is or could become applicable to any of the Purchasers Purchaser as a result of the Purchasers Purchaser and the Company fulfilling their obligations or exercising their rights hereunder or under any of the other Transaction Documents, including, without limitation, as a result of the Company’s issuance of the Securities Shares and the Purchasers’ Purchaser’s ownership of the SecuritiesShares.

Application of Takeover Protections. There is no No control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s memorandum or articles of association (or similar charter documents documents) or the laws of its state of incorporation the British Virgin Islands that is or could become applicable to any of the Purchasers as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including, including without limitation, limitation as a result of the Company’s issuance of the Securities and the Purchasers’ ownership of the Securities, is applicable to the Company.

Application of Takeover Protections. There is no control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s charter documents or the laws of its state of incorporation that is or could become applicable to any of the Purchasers Buyers solely as a result of the Purchasers Buyers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including, without limitation, as a result of the Company’s issuance of the Securities and the PurchasersBuyers’ ownership of the Securities.

Application of Takeover Protections. There is no 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 charter documents or the laws of its state of incorporation that is or could become applicable to any of the Purchasers solely as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including, without limitation, as a result of the Company’s 's issuance of the Company Securities and the Purchasers’ ' ownership of the Company Securities.

Application of Takeover Protections. There is no control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the CompanyIssuer’s charter documents or the laws of its state of incorporation that is or could become applicable to any of the Purchasers Investors as a result of the Purchasers Investors and the Company Issuer fulfilling their obligations or exercising their rights under the Transaction Documentshereunder, including, without limitation, as a result of the CompanyIssuer’s issuance of the Securities and or the PurchasersInvestors’ ownership of the Securities.

Application of Takeover Protections. There is no No control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s memorandum or articles of association (or similar charter documents documents) or the laws of its state of incorporation the British Virgin Islands that is or could become applicable to any of the Purchasers Purchaser as a result of the Purchasers Purchaser and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including, including without limitation, limitation as a result of the Company’s issuance of the Securities and the Purchasers’ Purchaser’s ownership of the Securities, is applicable to the Company.

Application of Takeover Protections. There is no 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 charter documents or the laws of its state of incorporation that is or could become applicable to any of the Purchasers as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including, without limitation, as a result of the Company’s 's issuance of the Securities and the Purchasers’ ' ownership of the Securities.

Application of Takeover Protections. There is no control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s charter documents or the laws of its state of incorporation that is or could become applicable to any of the Purchasers Investor as a result of the Purchasers Investor and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including, without limitation, as a result of the Company’s issuance of the Securities Purchased Common Stock and the Purchasers’ Investor’s ownership of the SecuritiesPurchased Common Stock.

Application of Takeover Protections. There is no 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 charter documents or the laws of its state of incorporation that is or could reasonably be expected to become applicable to any of the Purchasers as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including, including without limitation, as a result of limitation the Company’s 's issuance of the Securities and the Purchasers’ ' ownership of the Securities.

Application of Takeover Protections. There Except as described in Schedule 4.17, there is no control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s charter documents or the laws of its state of incorporation that is or could become applicable to any of the Purchasers Purchaser as a result of the Purchasers Purchaser and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including, without limitation, as a result of the Company’s issuance of the Securities and the Purchasers’ Purchaser’s ownership of the Securities.

Application of Takeover Protections. There is no control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the CompanyBuyer’s charter documents or the laws of its state of incorporation that is or could become applicable to any of the Purchasers Seller as a result of the Purchasers Buyer and the Company Seller fulfilling their obligations or exercising their rights under the Transaction Documentsthis Agreement, including, without limitation, as a result of the CompanyBuyer’s issuance of the Securities Buyer Stock and the Purchasers’ Seller’s ownership of the SecuritiesBuyer Stock.

Application of Takeover Protections. There is are no 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 Association (or similar charter documents or the laws of its state of incorporation documents) that is or could become applicable to any of the Purchasers as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including, including without limitation, limitation as a result of the Company’s issuance of the Securities and the Purchasers’ ownership of the Securities.

Application of Takeover Protections. There is are no 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 Association (or similar charter documents or the laws of its state of incorporation documents) that is or could become applicable to any of the Purchasers Purchaser as a result of the Purchasers Purchaser and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including, including without limitation, limitation as a result of the Company’s issuance of the Securities and the PurchasersPurchaser’ ownership of the Securities.

Application of Takeover Protections. There is no control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s charter documents or the laws of its state of incorporation that is or could become applicable to any of the Purchasers Investor as a result of the Purchasers Investor and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including, without limitation, as a result of the Company’s issuance of the Securities Common Shares and the Purchasers’ Investor’s ownership of the SecuritiesCommon Shares.

Application of Takeover Protections. There is no control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s charter documents or the laws of its state of incorporation that is or could become applicable to any of the Purchasers solely as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including, without limitation, as a result of the Company’s issuance of the Securities Company Shares and the Purchasers’ ownership or disposition of the SecuritiesCompany Shares.

Application of Takeover Protections. There is no control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the CompanyParent’s Certificate of Incorporation (or similar charter documents documents) or the laws of its state of incorporation that is or could become applicable to any of the Purchasers as a result of the Purchasers Parent and the Company fulfilling their obligations or exercising their rights under this Agreement and the other Transaction Documents, including, including without limitation, as a result limitation the issuance of the Shares or the Company’s issuance of the Securities and the Purchasersshareholders’ ownership of the SecuritiesShares.

Application of Takeover Protections. There Except as described in Schedule 3.1(p), there is no control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s charter documents or the laws of its state of incorporation that is or could become applicable to any of the Purchasers Investors as a result of the Purchasers Investors and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including, without limitation, as a result of the Company’s issuance of the Securities and the PurchasersInvestors’ ownership of the Securities.

Application of Takeover Protections. There is no The control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s charter documents Articles of Incorporation or the laws of its the state of its incorporation that is or could become are not applicable to any of the Purchasers Investor as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documentstransactions contemplated by this Agreement, including, without limitation, as a result of the Company’s 's issuance of the Securities and the Purchasers’ Investor's ownership of the Securities.

Application of Takeover Protections. There is no 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 documents) or the laws of its state of incorporation that is or could become applicable to any of the Purchasers as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including, including without limitation, as a result of limitation the Company’s issuance of the Securities and the Purchasers’ ownership of the Securities.

Application of Takeover Protections. There is no control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s or any Subsidiary's charter documents or the laws of its state of incorporation that is or could become applicable to any of the Purchasers Investors as a result of the Purchasers Investors and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including, without limitation, as a result of the Company’s issuance of the Securities and the PurchasersInvestors’ ownership of the Securities.

Application of Takeover Protections. There is no control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s charter documents or the laws of its state of incorporation that is or could become applicable to any of the Purchasers solely as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including, without limitation, as a result of the Company’s issuance of the Company Securities and the Purchasers’ ownership of the Company Securities.

Application of Takeover Protections. There is are no control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s Buyer's certificate of incorporation (or similar charter documents documents) or the laws of its state of incorporation that is or could become applicable to any of the Purchasers Seller or the Principals as a result of the Purchasers Seller and the Company Buyer fulfilling their obligations or exercising their rights under this Agreement and the other Transaction Documents, including, including without limitation, as a result of the Company’s limitation Buyer's issuance of the Securities and the Purchasers’ ownership of the SecuritiesShares.

Application of Takeover Protections. There is no 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 documents) or the laws of its state of incorporation that is or could become applicable to any of the Purchasers as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including, including without limitation, limitation as a result of the Company’s issuance of the Securities and the Purchasers’ ownership of the Securities.

Application of Takeover Protections. There Except as disclosed in Schedule 3.29, there is no control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s charter documents or the laws of its state of incorporation that is or could become applicable to any of the Purchasers Investors as a result of the Purchasers Investors and the Company fulfilling their obligations or exercising their rights under the Transaction DocumentsAgreements, including, without limitation, as a result of the Company’s issuance of the Securities and the PurchasersInvestors’ ownership of the Securities.

Application of Takeover Protections. There is no control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s charter documents or the laws of its state of incorporation that is or could become applicable to any of the Purchasers Purchaser as a result of the Purchasers Purchaser and the Company fulfilling their obligations or exercising their rights under the Transaction DocumentsAgreements, including, without limitation, as a result of the Company’s issuance of the Securities and the Purchasers’ Purchaser’s ownership of the Securities.

Application of Takeover Protections. There is exist no 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 documents) or the laws of its state of incorporation that is or could become applicable to any of the Purchasers Investors as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including, without limitation, as a result of the Company’s issuance of the Securities and the PurchasersInvestors’ ownership of the Securities.

Application of Takeover Protections. There Except as described in Schedule 3.1(p) and except for the Act, there is no 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 charter documents or the laws of its state of incorporation that is or could become applicable to any of the Purchasers as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including, without limitation, as a result of the Company’s 's issuance of the Securities Shares and the Purchasers’ ' ownership of the SecuritiesShares.

Application of Takeover Protections. There is no 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 charter documents or the laws of its state of incorporation that is or could reasonably be expected to become applicable to any of the Purchasers Purchaser as a result of the Purchasers Purchaser and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including, including without limitation, as a result of limitation the Company’s 's issuance of the Securities and the Purchasers’ Purchaser's ownership of the Securities.

Application of Takeover Protections. There is no control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s charter documents or the laws of its state of incorporation that is or could reasonably be expected to become applicable to any of the Purchasers as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including, without limitation, as a result of the Company’s issuance of the Securities and the Purchasers’ ownership of the Securities.

Application of Takeover Protections. There is To the Company’s knowledge there are no 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 documents) or the laws of its state of incorporation that is or could become applicable to any of the Purchasers as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including, including without limitation, limitation as a result of the Company’s issuance of the Securities and the Purchasers’ ownership of the Securities.

Application of Takeover Protections. There is no 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 charter documents or the laws of its state of incorporation that is or could become applicable to any of the Purchasers solely as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including, without limitation, as a result of the Company’s 's issuance of the Securities and Warrant Shares and the Purchasers’ ' ownership of the SecuritiesSecurities and Warrant Shares.

Application of Takeover Protections. There is no control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s charter documents or the laws of its state of incorporation in effect as of the date hereof that is or could would become applicable to any of the Purchasers as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documentsthis Agreement, including, without limitation, as a result of the Company’s issuance of the Securities Common Stock issuable hereunder and the Purchasers’ ownership of the SecuritiesCommon Stock issuable hereunder.

Application of Takeover Protections. There is no control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s charter documents Certificate of Incorporation or the laws of its state of incorporation that is or could become applicable to any of the Purchasers as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including, including without limitation, as a result of limitation the Company’s issuance of the Securities Series A Preferred Stock and/or Underlying Common Stock and the Purchasers’ ownership of the Securitiesthereof.

Application of Takeover Protections. There is no control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision applicable to the Company or arising under the Company’s charter documents or the laws of its state of incorporation that is or could become applicable to any of the Purchasers Investors as a result of the Purchasers Investors and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including, without limitation, as a result of the Company’s issuance of the Securities (including any Warrant Shares) and the PurchasersInvestors’ ownership of the Securities.

Application of Takeover Protections. There Except Section 203, there is no control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s charter documents or the laws Laws of its state of incorporation that is or could would become applicable to the Purchaser or any of the Purchasers Affiliated Entity as a result of the Purchasers Purchaser and the Company fulfilling their obligations or exercising their rights under this Agreement or the Transaction DocumentsInvestor Rights Agreement, including, without limitation, including as a result of the Company’s issuance of the Purchased Securities and the Purchasers’ Purchaser’s or any Affiliated Entity’s ownership of the Purchased Securities.

Application of Takeover Protections. There is are no 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 documents) or the laws of its state of incorporation that is or could become applicable to any of the Purchasers Buyers as a result of the Purchasers Buyers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including, including without limitation, limitation as a result of the Company’s issuance of the Securities and the PurchasersBuyers’ ownership of the Securities.

Application of Takeover Protections. There Except as described in Schedule 3.1(u), there is no control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s charter documents or the laws of its state jurisdiction of incorporation that is or could become applicable to any of the Purchasers Purchaser as a result of the Purchasers Purchaser and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including, without limitation, as a result of the Company’s issuance of the Securities and the Purchasers’ Purchaser’s ownership of the Securities.

Application of Takeover Protections. There is no control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s charter documents Charter or the laws of its state of incorporation that is or could become applicable to any of the Purchasers Purchaser as a result of the Purchasers Purchaser and the Company fulfilling their respective obligations or exercising their respective rights under the Transaction DocumentsDocuments (as applicable), including, without limitation, as a result of the Company’s issuance of the Securities and the Purchasers’ Purchaser’s ownership of the SecuritiesShares.

Application of Takeover Protections. There Except as described in Schedule 3.31, there is no control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s charter documents or the laws of its state of incorporation that is or could become applicable to any of the Purchasers Investors as a result of the Purchasers Investors and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including, without limitation, as a result of the Company’s issuance of the Securities Shares and the PurchasersInvestors’ ownership of the SecuritiesShares.

Application of Takeover Protections. There is no 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 documents) or the laws of its state of incorporation that is or could become applicable to any of the Purchasers as a result of the Purchasers and the Company fulfilling their respective obligations or exercising their rights under the Transaction DocumentsDocuments (as applicable), including, including without limitation, limitation as a result of the Company’s issuance of the Securities and the Purchasers’ ownership of the Securities.

Application of Takeover Protections. There is no control share acquisition, business combination, poison pill (including any distribution under a rights agreement) combination or other similar anti-takeover provision under the Company’s charter documents Company Charter Documents or the laws of its state of incorporation applicable law that is or could become applicable to any of the Purchasers Investor as a result of the Purchasers transactions contemplated by this Agreement, including the Company's issuance of the Shares and the Investor’s ownership of the Shares. The Company fulfilling their obligations has not adopted a shareholders rights plan (or exercising their rights under the Transaction Documents, including, without limitation, as "poison pill") or similar arrangement relating to accumulations of beneficial ownership of Common Stock or a result change in control of the Company’s issuance of the Securities and the Purchasers’ ownership of the Securities.

Application of Takeover Protections. There Except as set forth in the Risk Factors (defined below), there is no 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 charter documents or the laws of its state of incorporation that is or could become applicable to any of the Purchasers as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including, without limitation, as a result of the Company’s 's issuance of the Securities and the Purchasers’ ' ownership of the Securities.

Application of Takeover Protections. There is no 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 charter documents or the laws of its state of incorporation that is or could become applicable to any of the Purchasers Purchaser as a result of the Purchasers Purchaser and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including, without limitation, as a result of the Company’s 's issuance of the Securities and the Purchasers’ Purchaser's ownership of the Securities.

Application of Takeover Protections. There is no control share acquisition, business combination, poison pill (including any distribution under a rights agreement) ), or other similar anti-takeover provision under the Company’s charter documents or the laws of its state of incorporation that is or could become applicable to any of the Purchasers as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including, without limitation, as a result of the Company’s issuance of the Securities and the Purchasers’ ownership of the Securities.

Application of Takeover Protections. There is are no 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 (or similar charter documents documents) or the laws of its state province of incorporation or governing jurisdiction that is or could become applicable to any of the Purchasers as a result of the Purchasers Underwriters and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including, without limitation, as a result of the Company’s issuance of the Securities and the Purchasers’ ownership of the Securities.

Application of Takeover Protections. There is are no control share acquisition, business combination, poison pill (including any distribution distributions under a rights agreement) or other similar anti-takeover provision under the Company’s Certificate of Incorporation (or similar charter documents documents) or the laws of its state of incorporation that is or could become applicable to any of the Purchasers Purchaser as a result of the Purchasers Purchaser and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including, without limitation, as a result of the Company’s issuance of the Securities and the Purchasers’ ownership of the Securitiesthis Agreement.

Application of Takeover Protections. There Except as described in Schedule 3.1(r), there is no control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s charter documents or the laws of its state of incorporation that is or could become applicable to any of the Purchasers Investors as a result of the Purchasers Investors and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including, without limitation, as a result of the Company’s issuance of the Securities and the PurchasersInvestors’ ownership of the Securities.

Application of Takeover Protections. There is no control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s charter documents Certificate of Incorporation or the laws of its state of incorporation Bylaws that is or could become applicable to any of the Purchasers Purchaser or the Seller as a result of the Purchasers Purchaser and the Company Seller fulfilling their obligations or exercising their rights under the Transaction Documentsthis Agreement, including, including without limitation, as a result of the Company’s issuance purchase of the Securities Shares by the Purchaser and the Purchasers’ Purchaser’s ownership of the SecuritiesShares.

Application of Takeover Protections. There Except as described in Schedule 3.1(p), there is no control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s charter documents or the laws of its state of incorporation that is or could become applicable to any of the Purchasers as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including, without limitation, as a result of the Company’s 's issuance of the Securities and the Purchasers’ ' ownership of the Securities.

Application of Takeover Protections. There is no control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s charter documents or the laws of its state of incorporation that is or could become applicable to any of the Purchasers as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction DocumentsAgreements, including, without limitation, as a result of the Company’s issuance of the Securities and the Purchasers’ ownership of the Securities.

Application of Takeover Protections. There is no 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 documents) or the laws of its state of incorporation that is or could become applicable to any of the Purchasers as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including, without limitation, as a result of the Company’s 's issuance of the Securities and the Purchasers’ ' ownership of the Securities.

Application of Takeover Protections. There is no control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s charter documents or the laws of its state of incorporation that is or could would become applicable to any of the Purchasers Purchaser as a result of the Purchasers Purchaser and the Company fulfilling their obligations or exercising their rights under this Agreement and the Transaction DocumentsWarrant, including, without limitation, as a result of the Company’s issuance of the Securities Common Stock issuable hereunder and the Purchasers’ Purchaser’s ownership of the SecuritiesCommon Stock issuable hereunder.

Application of Takeover Protections. There is no 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 charter documents or the laws of its state of incorporation that is or could become applicable to any of the Purchasers as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including, without limitation, as a result of the Company’s 's issuance of the Company Securities and the Purchasers’ ' ownership of the Company Securities.

Application of Takeover Protections. There Except as described in Schedule 3.18, there is no control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s charter documents or the laws of its state of incorporation that is or could become applicable to any of the Purchasers Investors as a result of the Purchasers Investors and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including, without limitation, as a result of the Company’s issuance of the Securities and the PurchasersInvestors’ ownership of the Securities.

Application of Takeover Protections. There is The Company has no control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s charter documents articles of incorporation or the laws of its state of incorporation that is or could become applicable to any of the Purchasers as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including, without limitation, as a result of the Company’s issuance of the Securities and the Purchasers’ ownership of the Securitiesincorporation.

Application of Takeover Protections. There is no control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s charter documents or the laws of its state of incorporation that is or could become applicable to any of the Purchasers Investors as a result of the Purchasers Investors and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including, without limitation, as a result of the Company’s issuance of the Securities Common Shares and the PurchasersInvestors’ ownership of the SecuritiesCommon Shares.

Application of Takeover Protections. There Except as described in Schedule 3.1(r), there is no control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s charter documents or the laws of its state of incorporation that is or could become applicable to any of the Purchasers as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including, without limitation, as a result of the Company’s issuance of the Securities Shares and the Purchasers’ ownership of the SecuritiesShares.

Application of Takeover Protections. There is are no 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 documents) or the laws of its state of incorporation that is or could become applicable to any of the Purchasers Purchaser as a result of the Purchasers Purchaser and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including, including without limitation, limitation as a result of the Company’s issuance of the Securities Shares and the PurchasersPurchaser’ ownership of the SecuritiesShares.

Application of Takeover Protections. There is no control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s charter documents or the laws of its state of incorporation that is or could become applicable to any of the Purchasers Investor as a result of the Purchasers Investor and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including, without limitation, as a result of the Company’s issuance of the Securities Common Shares, Warrant and the Purchasers’ Warrant Shares and Investor’s ownership of the SecuritiesCommon Shares, Warrant and Warrant Shares.

Application of Takeover Protections. There is no 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 documents) that is or could would become applicable to any of the Purchasers as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including, without limitation, as a result of the Company’s issuance of the Securities and Purchased Shares or the Purchasers’ ownership of the SecuritiesConversion Shares.

Application of Takeover Protections. There is no 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 charter documents or the laws of its state of incorporation that is or could reasonably be expected to become applicable to any of the Purchasers Purchaser as a result of the Purchasers and Purchaser, the Company and/or the Stockholders fulfilling their obligations or exercising their rights under the Transaction Documentsthis Agreement, including, without limitation, as a result the Stockholders’ transfer of the Company’s issuance of the Securities Company Shares and the Purchasers’ Purchaser’s ownership of the SecuritiesCompany Shares.

Application of Takeover Protections. There is no 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 charter documents or the laws of its state of incorporation that is or could become applicable to any of the Purchasers Investors as a result of the Purchasers Investors and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including, without limitation, as a result of the Company’s 's issuance of the Securities Common Shares and the Purchasers’ Investors' ownership of the SecuritiesCommon Shares.

Application of Takeover Protections. There is are no applicable 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 documents) or the laws of its state of incorporation that is or could become applicable to any of the Purchasers Subscribers as a result of the Purchasers Subscribers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including, including without limitation, limitation as a result of the Company’s issuance of the Securities and the PurchasersSubscribers’ ownership of the Securities.

Application of Takeover Protections. There is no control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s charter documents 's Organizational Documents or the laws of its state jurisdiction of incorporation formation that is or could become applicable to any of the Purchasers Purchaser as a result of the Purchasers Purchaser and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including, without limitation, including as a result of the Company’s 's issuance of the Securities Shares and the Purchasers’ Purchaser's ownership of the SecuritiesShares.

Application of Takeover Protections. There is no control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s charter documents Constituent Document or the laws of its state of incorporation that is or could become applicable to any of the Purchasers Investor as a result of the Purchasers Investor and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including, including without limitation, as a result of limitation the Company’s issuance of the Securities Purchased Securities, and the Purchasers’ issuance of the Underlying Securities, and the Investor’s ownership of the Securitiessame.

Application of Takeover Protections. There is no control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s charter documents or the laws of its state of incorporation that is or could become applicable to any of the Purchasers Purchaser as a result of the Purchasers Purchaser and the Company fulfilling their obligations or exercising their rights under the Transaction Documentsthis Agreement and Ancillary Agreements, including, without limitation, as a result of the Company’s issuance of the Securities Shares and the Purchasers’ Purchaser’s ownership of the SecuritiesShares.

Application of Takeover Protections. There Except as described in Schedule 3.1(p), there is no 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 charter documents or the laws of its state of incorporation that is or could become applicable to any of the Purchasers Purchaser as a result of the Purchasers Purchaser and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including, without limitation, as a result of the Company’s 's issuance of the Securities Shares and the Purchasers’ Purchaser's ownership of the SecuritiesShares.

Application of Takeover Protections. There is no 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 charter documents or the laws of its state of incorporation that is or could become applicable to any of the Purchasers Purchaser as a result of the Purchasers Purchaser and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including, without limitation, as a result of the Company’s 's issuance of the Securities Shares and the Purchasers’ Purchaser' ownership of the SecuritiesShares.

Application of Takeover Protections. There is no control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s charter documents or the laws of its state of incorporation that is or could become applicable to any of the Purchasers Purchaser as a result of the Purchasers Purchaser and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including, without limitation, as a result of the Company’s issuance of the Securities and the Purchasers’ Purchaser’s ownership of the Securities.

Application of Takeover Protections. There is no 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 charter documents or the laws of its state of incorporation that is or could become are applicable to any of the Purchasers Investor as a result of the Purchasers and consummation of the transactions contemplated by this agreement. The foregoing notwithstanding, the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including, without limitation, as a result has authorized in its articles of the Company’s issuance of the Securities and the Purchasers’ ownership of the Securitiesincorporation blank check preferred stock.

Application of Takeover Protections. There is no control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s charter documents Articles of Incorporation or the laws of its state of incorporation Bylaws that is or could become applicable to any of the Purchasers Investors as a result of the Purchasers Investors and the Company fulfilling their obligations or exercising their rights under the Transaction Documentsthis Agreement, including, including without limitation, as a result of the Company’s issuance of the Securities Shares and the PurchasersInvestors’ ownership of the SecuritiesShares.

Application of Takeover Protections. There is no The Company has not adopted 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 charter documents or the laws of its state of incorporation that is or could become applicable to any of the Purchasers Investors as a result of the Purchasers Investors and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including, including without limitation, as a result of limitation the Company’s issuance of the Securities and the PurchasersInvestors’ ownership of the Securities.

Application of Takeover Protections. There is no 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 charter documents or the laws of its state of incorporation that is or could become applicable to any of the Purchasers as a result of the Purchasers Purchaser and the Company fulfilling their obligations or exercising their rights under the Transaction DocumentsAgreements, including, without limitation, as a result of the Company’s 's issuance of the Securities (including the issuance of the Underlying Securities upon conversion thereof) and the Purchasers’ ' ownership of the Securities.

Application of Takeover Protections. There is no 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 charter documents or the laws of its state of incorporation that is or could become applicable to any of the Purchasers Holder as a result of the Purchasers Holder and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including, without limitation, as a result of the Company’s 's issuance of the Securities and the Purchasers’ Holder's ownership of the Securities.