Common use of Application of Takeover Protections Clause in Contracts

Application of Takeover Protections. The Company and its Board of Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s certificate of incorporation (or similar charter documents) and the laws of its state of incorporation that is or could become applicable to Seaside as a result of Seaside and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation the Company’s issuance of the Shares and Seaside’s ownership of the Shares.

Application of Takeover Protections. The Company and its Board of Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-anti takeover provision under the Company’s certificate Certificate of incorporation Incorporation (or similar charter documents) and or the laws of its state of incorporation that is or could become applicable to Seaside Purchaser as a result of Seaside Purchaser and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation the Company’s issuance of the Shares and SeasidePurchaser’s ownership of the Shares.

Application of Takeover Protections. The Company and its Board of Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s certificate of incorporation (Charter or similar charter documents) and the laws of its state of incorporation that is or could become applicable to Seaside the Investor as a result of Seaside the Investor and the Company fulfilling their respective obligations or exercising their respective rights under the Transaction DocumentsDocuments (as applicable), including including, without limitation limitation, as a result of the Company’s issuance of the Shares and Seasidethe Investor’s ownership of the Shares.

Application of Takeover Protections. The Company and its 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) combination or other similar anti-takeover anti‑takeover provision under the Company’s certificate of incorporation (or similar charter documents) and or the laws of its state of incorporation that is or could become applicable to Seaside each Purchaser as a result of Seaside each 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 Shares Securities and Seasidethe Purchaser’s ownership of the SharesSecurities.

Application of Takeover Protections. The Company and its 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) and or the laws of its state of incorporation that is or could become applicable to Seaside as a result of Seaside 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 Shares and Seaside’s the Purchasers’ ownership of the Shares.

Application of Takeover Protections. The Except as set forth on Schedule 3.1(u), the Company and its 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) and or the laws of its state of incorporation that is or could become applicable to Seaside the Purchasers as a result of Seaside 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 Shares and Seaside’s the Purchasers’ ownership of the Shares.

Application of Takeover Protections. The Company and its 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 bylaws (or similar charter documents) and or the laws of its state jurisdiction of incorporation that is or could become applicable to Seaside the Purchasers as a result of Seaside 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 Shares and Seaside’s the Purchasers’ ownership of the Shares.

Application of Takeover Protections. The Company and its 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 and Bylaws (or similar charter documents) and or the laws of its state of incorporation or organization that is or could become applicable to Seaside the Buyer as a result of Seaside the Buyer 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 Shares and Seasidethe Buyer’s ownership of the Shares.

Application of Takeover Protections. The Company and its 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) and the laws Laws of its state the State of incorporation Delaware that is or could become applicable to Seaside the Purchaser as a result of Seaside the 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 Shares and Seasidethe Purchaser’s ownership of the Shares.

Application of Takeover Protections. The Company and its Board of Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-anti takeover provision under the Company’s certificate Certificate of incorporation Incorporation (or similar charter documents) and or the laws of its state of incorporation that is or could become applicable to Seaside the Investor as a result of Seaside the Investor and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including including, without limitation limitation, the Company’s issuance of the Shares and Seasidethe Investor’s ownership of the Shares.

Application of Takeover Protections. The Company and its Board of Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s certificate Certificate of incorporation Incorporation (or similar charter documents) and or the laws of its state of incorporation that is or could become applicable to Seaside Purchaser as a result of Seaside Purchaser and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation the Company’s issuance of the Shares and SeasidePurchaser’s ownership of the Shares.

Application of Takeover Protections. The Company and its Board 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 of incorporation (charter documents or similar charter documents) and the laws of its state of incorporation that is or could reasonably be expected to become applicable to Seaside any of the Purchasers as a result of Seaside the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation the Company’s issuance of the Shares and Seaside’s the Purchasers’ ownership of the Shares.

Application of Takeover Protections. The Company and its Board of Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s certificate of incorporation (Articles or similar charter documents) and the laws of its state jurisdiction of incorporation that is or could become applicable to Seaside the Investor as a result of Seaside the Investor and the Company fulfilling their respective obligations or exercising their respective rights under the Transaction DocumentsDocuments (as applicable), including including, without limitation limitation, as a result of the Company’s issuance of the Shares and Seasidethe Investor’s ownership of the Shares.

Application of Takeover Protections. The Company and its Board of Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s certificate Certificate of incorporation Incorporation (or similar charter documents) and or the laws of its state of incorporation that is or could become applicable to Seaside Investor as a result of Seaside Investor and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation the Company’s issuance of the Conversion Shares and SeasideInvestor’s ownership of the Conversion Shares.

Application of Takeover Protections. The Company and its Board 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) combination or other similar anti-takeover provision under the Company’s certificate of incorporation (or similar charter documents) and the laws of its the state of its incorporation that which is or could become applicable to Seaside the Investors as a result of Seaside and the Company fulfilling their obligations or exercising their rights under the Transaction Documentstransactions contemplated by this Agreement, including including, without limitation limitation, the Company’s 's issuance of the Shares Securities and Seaside’s the Investor's ownership of the Sharesthereof.

Application of Takeover Protections. The Company and its Board of Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s certificate Certificate of incorporation Incorporation (or similar charter documents) and or the laws of its state of incorporation that is or could become applicable to Seaside Lender as a result of Seaside Lender and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation the Company’s issuance of the Shares and SeasideLender’s ownership of the Shares.

Application of Takeover Protections. The Company and its Board 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 Articles of incorporation (Incorporation or similar charter documents) and the laws of its the state of its incorporation that which is or could become applicable to Seaside the Investors as a result of Seaside the Investors and the Company fulfilling their obligations or exercising their rights under the Transaction DocumentsDocuments and the Articles of Amendment, including including, without limitation limitation, the Company’s 's issuance of the Common Shares and Seaside’s the Investors' ownership of the Common Shares.

Application of Takeover Protections. The Company and its Board of Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s certificate Certificate of incorporation Incorporation (or similar charter documents) and or the laws of its state of incorporation that is or could become applicable to Seaside the Purchasers as a result of Seaside 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 Shares and Seaside’s the Purchasers’ ownership of the Shares.

Application of Takeover Protections. The Company and its Board of Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s certificate of incorporation (charter documents or similar charter documents) and the laws of its state of incorporation that is or could become applicable to Seaside any of the Investors as a result of Seaside the Investors 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 Common Shares and Seaside’s the Investors’ ownership of the Common Shares.

Application of Takeover Protections. The Company and 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 Company’s certificate Certificate of incorporation Incorporation (or similar charter documents) and or the laws of its state of incorporation that is or could become applicable to Seaside the Investors as a result of Seaside the Investors and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including including, without limitation limitation, the Company’s issuance of the Shares and Seaside’s the Investors’ ownership of the Shares.

Application of Takeover Protections. The Company and its Board of Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s certificate of incorporation (Charter Documents or similar charter documents) and the laws of its state of incorporation that is or could become applicable to Seaside each Purchaser as a result of Seaside such 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 Conversion Shares and Seasidesuch Purchaser’s ownership of the Conversion Shares.

Application of Takeover Protections. The Company and its Board of Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-anti takeover provision under the Company’s certificate Certificate of incorporation Incorporation (or similar charter documents) and or the laws of its state of incorporation that is or could become applicable to Seaside Purchaser as a result of Seaside Purchaser and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation the Company’s issuance of the Shares Securities and SeasidePurchaser’s ownership of the SharesSecurities.

Application of Takeover Protections. The Company and its 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) and or the laws of its state of incorporation that is or could become applicable to Seaside the Purchaser as a result of Seaside the 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 Common Shares and Seasidethe Purchaser’s ownership of the Common Shares.

Application of Takeover Protections. The Company and its Board of Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s certificate of incorporation (charter documents or similar charter documents) and the laws of its state the State of incorporation Delaware that is or could become applicable to Seaside the Purchasers as a result of Seaside 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 Shares and Seaside’s the Purchasers’ ownership of the Shares.

Application of Takeover Protections. The Company and its Board of Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-anti takeover provision under the Company’s certificate Articles of incorporation Incorporation (or similar charter documents) and or the laws of its state of incorporation that is or could become applicable to Seaside Purchaser as a result of Seaside Purchaser and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation the Company’s issuance of the Shares and SeasidePurchaser’s ownership of the Shares.

Application of Takeover Protections. The Company and 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 Company’s certificate Articles of incorporation Incorporation (or similar charter documents) and or the laws of its state of incorporation that is or could would become applicable to Seaside the Investor as a result of Seaside the Investor and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation the Company’s issuance of the Acquired Shares and Seasidethe Investor’s ownership of the Acquired Shares.

Application of Takeover Protections. The Company and its Board of Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s certificate of incorporation (organizational documents or similar charter documents) and the laws of its state of incorporation that is or could become applicable to Seaside the Investor as a result of Seaside the Investor and the Company fulfilling their respective obligations or exercising their respective rights under the Transaction DocumentsDocuments (as applicable), including including, without limitation limitation, as a result of the Company’s issuance of the Shares and Seasidethe Investor’s ownership of the Shares.

Application of Takeover Protections. The Company and its 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) and the laws of its state of incorporation that is or could become applicable to Seaside Purchaser as a result of Seaside 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 Shares and SeasidePurchaser’s ownership of the Shares.

Application of Takeover Protections. The Company and its 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) and or the laws of its state of incorporation that is or could become applicable to Seaside the Investor as a result of Seaside the Investor 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 Shares and Seasidethe Investor’s ownership of the Shares.

Application of Takeover Protections. The Company and its 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) and or the laws of its state of incorporation that is or could would become applicable to Seaside the Investor as a result of Seaside the Investor and the Company fulfilling their its obligations or exercising their its rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Common Shares and Seasidethe Investor’s ownership of the Common Shares.

Application of Takeover Protections. The Company and its Board of Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-anti takeover provision under the Company’s certificate 's Certificate of incorporation Incorporation (or similar charter documents) and or the laws of its state of incorporation that is or could become applicable to Seaside Purchaser as a result of Seaside Purchaser and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation the Company’s 's issuance of the Shares Securities and Seaside’s Purchaser's ownership of the SharesSecurities.

Application of Takeover Protections. The Company and its Board 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-anti- takeover provision under the Company’s certificate Certificate of incorporation (Incorporation or similar charter documents) and the laws of its the state of its incorporation that which is or could become applicable to Seaside the Investors as a result of Seaside the Investors and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including including, without limitation limitation, the Company’s 's issuance of the Common Shares and Seaside’s the Investors' ownership of the Common Shares.

Application of Takeover Protections. The Company and its 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 of incorporation (or similar charter documents) and the laws of its state of incorporation that is or could become applicable to Seaside Purchaser as a result of Seaside 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 Shares and Seasidethe Purchaser’s ownership of the Shares.

Application of Takeover Protections. The Company and its 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 constitution (or similar charter documents) and or the laws of its state of incorporation that is or could become applicable to Seaside the Purchasers as a result of Seaside 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 Shares Units and Seaside’s the Purchasers’ ownership of the SharesUnits.

Application of Takeover Protections. The Company and its Board of Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-anti takeover provision under the Company’s certificate Certificate of incorporation Incorporation (or similar charter documents) and or the laws of its state of incorporation that is or could become applicable to Seaside Investor as a result of Seaside Investor and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation the Company’s issuance of the Preferred Shares and SeasideInvestor’s ownership of the Preferred Shares.

Application of Takeover Protections. The Company and its Board of Directors the Company Subsidiaries 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 or the Company’s certificate of incorporation (Subsidiaries’ charter documents or similar charter documents) and the laws of its state of incorporation that is or could become applicable to Seaside the Shareholders as a result of Seaside the Shareholders and the Company fulfilling their obligations or exercising their rights under this Agreement, including, without limitation, the Transaction Documents, including without limitation the Company’s issuance of the Shares and Seaside’s the Shareholders’ ownership of the Shares.

Application of Takeover Protections. The Company and its Board of Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s certificate of incorporation (Charter Documents or similar charter documents) and the laws of its state of incorporation that is or could become applicable to Seaside any of the Investors as a result of Seaside the Investors 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 Preferred Shares and Seaside’s the Investors’ ownership of the Preferred Shares.

Application of Takeover Protections. The Company and its Board of Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s certificate Memorandum of incorporation Association (or similar charter documents) and or the laws of its state of incorporation that is or could become applicable to Seaside Subscriber as a result of Seaside Subscriber and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation the Company’s issuance of the Shares and SeasideSubscriber’s ownership of the Shares.

Application of Takeover Protections. The Company and its Board of Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s certificate Restated Articles of incorporation Incorporation (or similar charter documents) and or the laws of its state of incorporation that is or could become applicable to Seaside Purchaser as a result of Seaside Purchaser and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation the Company’s issuance of the Shares and SeasidePurchaser’s ownership of the Shares.

Application of Takeover Protections. The Company and its Board of Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s certificate of incorporation (charter documents or similar charter documents) and the laws of its state of incorporation that is or could become applicable to Seaside any of the Investors or the Common Shares as a result of Seaside the Investors 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 Common Shares and Seaside’s the Investors’ ownership of the Common Shares.

Application of Takeover Protections. The Company and its Board of Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s certificate or articles of incorporation (or similar charter documents) and the laws of its state of incorporation Ireland that is or could become applicable to Seaside the Company or Purchasers as a result of Seaside 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 Shares Securities and Seaside’s the Purchasers’ ownership of the SharesSecurities.

Application of Takeover Protections. The Company and its Board of Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s certificate Certificate of incorporation Incorporation (or similar charter documents) and or the laws of its state of incorporation that is or could become applicable to Seaside the Holder as a result of Seaside the Holder 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 Common Shares and Seaside’s the Holders’ ownership of the Common Shares.

Application of Takeover Protections. The Company and its Board of Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s certificate 's Certificate of incorporation Incorporation (or similar charter documents) and or the laws of its state of incorporation that is or could become applicable to Seaside the Investor as a result of Seaside the Investor and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation the Company’s 's issuance of the Put Shares and Seaside’s the Investor's ownership of the Put Shares.

Application of Takeover Protections. The Company and its Board of Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s certificate of incorporation (Memorandum or similar charter documents) and the laws of its state jurisdiction of incorporation formation that is or could become applicable to Seaside the Investor as a result of Seaside the Investor and the Company fulfilling their respective obligations or exercising their respective rights under the Transaction DocumentsDocuments (as applicable), including including, without limitation limitation, as a result of the Company’s issuance of the Shares and Seasidethe Investor’s ownership of the Shares.

Application of Takeover Protections. The Company and its Board of Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s certificate or articles of incorporation (or similar charter documents) and the laws of its state of incorporation Ireland that is or could become applicable to Seaside the Company or Purchaser as a result of Seaside the 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 Shares and Seasidethe Purchaser’s ownership of the Shares.

Application of Takeover Protections. The Company and its 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) and or the laws of its state of incorporation that is or could become applicable to Seaside as a result of Seaside the 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 Shares and Seaside’s the Purchaser’ ownership of the Shares.

Application of Takeover Protections. The Company and its Board of Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s certificate of incorporation (charter documents or similar charter documents) and the laws of its state the State of incorporation Delaware that is or could become applicable to Seaside the Purchaser as a result of Seaside the 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 Shares and Seasidethe Purchaser’s ownership of the Shares.

Application of Takeover Protections. The Company and 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 Company’s certificate Certificate of incorporation Incorporation (or similar charter documents) and or the laws of its state of incorporation that is or could become applicable to Seaside the Investors as a result of Seaside the Investors and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including including, without limitation limitation, the Company’s issuance of the Shares and Seaside’s the Investors’ ownership of the Shares.

Application of Takeover Protections. The Company and its Board of Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s certificate of incorporation (charter documents or similar charter documents) and the laws of its state of incorporation that is or could become applicable to Seaside any of the Investors as a result of Seaside the Investors 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 Preferred Shares and Seaside’s the Investors’ ownership of the Preferred Shares.

Application of Takeover Protections. The Company and its Board of Directors have taken all necessary action, if any, in order to render inapplicable to the issuance of the Shares and the Warrant Shares 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) and or the laws of its state of incorporation that is or could become applicable to Seaside the Purchasers as a result of Seaside the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation the Company’s issuance of the Shares and Seaside’s ownership of the Shares.

Application of Takeover Protections. The Company and its Board 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 of incorporation (or similar charter documents) and or the laws of its state of incorporation that is or could become applicable to Seaside the Investor as a result of Seaside the Investor and the Company fulfilling their obligations or exercising their rights under the Transaction Documentsthis Agreement, including without limitation the Company’s issuance of the Common Shares and Seasidethe Investor’s ownership of the Common Shares.

Application of Takeover Protections. The Company and its 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) and or the laws of its state of incorporation that is or could become applicable to Seaside the Purchasers as a result of Seaside 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 Shares and Seaside’s the Purchasers’ ownership of the Shares.

Application of Takeover Protections. The Company and its 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) and or the laws of its state of incorporation that is or could become applicable to Seaside Purchaser as a result of Seaside 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 Shares and SeasidePurchaser’s ownership of the Shares.

Application of Takeover Protections. The Company and its 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 of incorporation (or similar charter documents) and or the laws of its state of incorporation that is or could become applicable to Seaside the Holder as a result of Seaside the Holder 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 Shares and Seasidethe Holder’s ownership of the Shares.

Application of Takeover Protections. The Company and its Board of Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s certificate of incorporation (charter documents or similar charter documents) and the laws of its state of incorporation that is or could become applicable to Seaside any of the Investors as a result of Seaside the Investors and the Company fulfilling their obligations or exercising their rights under the Transaction Documentsthis Agreement, including including, without limitation limitation, as a result of the Company’s issuance of the Shares and Seaside’s the Investors’ ownership of the Shares.

Application of Takeover Protections. The Company and its Board of Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s certificate of incorporation (charter documents or similar charter documents) and the laws of its state of incorporation that is or could become applicable to Seaside any of the Investors as a result of Seaside the Investors 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 Common Shares and Seaside’s the Investors’ ownership of the Common Shares.

Application of Takeover Protections. The Company and its Board of Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s certificate of incorporation (or similar charter documents) and the laws of its state of incorporation that is or could become applicable to Seaside the Purchasers as a result of Seaside the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation the Company’s issuance of the Shares and Seaside’s the Purchasers’ ownership of the Shares.

Application of Takeover Protections. The Company and its Board of Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-anti takeover provision under the Company’s certificate Certificate of incorporation Incorporation (or similar charter documents) and or the laws of its state of incorporation that is or could become applicable to Seaside the Purchasers as a result of Seaside the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documentsthis Agreement, including without limitation the Company’s issuance of the Shares and Seaside’s the Purchasers’ ownership of the SharesShares 3.

Application of Takeover Protections. The Company and its Board of Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s certificate of incorporation Articles (or similar charter documents) and or the laws of its state of incorporation that is or could become applicable to Seaside the Purchasers as a result of Seaside the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation the Company’s issuance of the Shares and Seaside’s the Purchasers’ ownership of the Shares.

Application of Takeover Protections. The Company and its 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) and or the laws of its state of incorporation that is or could become applicable to Seaside as the Investor a result of Seaside the 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 Shares and Seasidethe Investor’s ownership of the Shares.

Application of Takeover Protections. The Company and its Board ----------------------------------- of Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) combination or other similar anti-takeover provision under the Company’s certificate of incorporation (or similar charter documents) and the laws of its the state of its incorporation that is or could become applicable to Seaside the Investors as a result of Seaside and the Company fulfilling their obligations or exercising their rights under the Transaction Documentstransactions contemplated by this Agreement, including including, without limitation limitation, the Company’s 's issuance of the Shares Securities and Seaside’s the Investor's ownership of the SharesSecurities.

Application of Takeover Protections. The Company and its Board of Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s certificate of incorporation (Charter Documents or similar charter documents) and the laws of its state of incorporation that is or could become applicable to Seaside each Purchaser as a result of Seaside such 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 Shares and Seasidesuch Purchaser’s ownership of the Shares.

Application of Takeover Protections. The Company and its 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) and the laws of its state of incorporation that is or could become applicable to Seaside the Purchasers as a result of Seaside 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 Shares and Seaside’s the Purchasers’ ownership of the Shares.

Application of Takeover Protections. The Company and its Board of Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover anti?takeover provision under the Company’s certificate 's Certificate of incorporation Incorporation (or similar charter documents) and or the laws of its state of incorporation that is or could become applicable to Seaside the Purchaser as a result of Seaside the Purchaser and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation the Company’s 's issuance of the Shares and Seaside’s the Purchaser's ownership of the Shares.

Application of Takeover Protections. The Company and its Board of Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s certificate of incorporation (charter documents or similar charter documents) and the laws of its state of incorporation that is or could become applicable to Seaside any of the Investors as a result of Seaside the Investors 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 Common Shares and Seasidethe Investor’s ownership of the Common Shares.

Application of Takeover Protections. The Company and its Board of Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s certificate of incorporation Certificate (or similar charter documents) and or the laws of its state of incorporation that is or could become applicable to Seaside the Purchaser as a result of Seaside the Purchaser and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation the Company’s issuance of the Shares and Seasidethe Purchaser’s ownership of the Shares.

Application of Takeover Protections. The Company and 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 Company’s certificate Articles of incorporation Incorporation (or similar charter documents) and or the laws of its state of incorporation that is or could become applicable to Seaside the Investors as a result of Seaside the Investors and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including including, without limitation limitation, the Company’s issuance of the Shares and Seaside’s the Investors’ ownership of the Shares.

Application of Takeover Protections. The Company and its Board of Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s certificate of incorporation (Charter or similar charter documents) and the laws of its state of incorporation Delaware General Corporation Law, as amended, that is or could become applicable to Seaside the Investor as a result of Seaside the Investor and the Company fulfilling their respective obligations or exercising their respective rights under the Transaction DocumentsDocuments (as applicable), including including, without limitation limitation, as a result of the Company’s issuance of the Shares and Seasidethe Investor’s ownership of the Shares.

Application of Takeover Protections. The Company and its 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 (charter documents or similar charter documents) and the laws of its state of incorporation that is or could become applicable to Seaside the Purchasers as a result of Seaside the Purchasers and the Company fulfilling their obligations or exercising their rights under this Agreement, the Transaction DocumentsWarrants and the Registration Rights Agreement, including without limitation the Company’s issuance of the Shares and Seaside’s the Purchasers’ ownership of the Shares.

Application of Takeover Protections. The Company and its Board of Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s certificate of incorporation (charter documents or similar charter documents) and the laws of its state of incorporation that is or could become applicable to Seaside any of the Purchasers as a result of Seaside 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 Shares and Seaside’s the Purchasers’ ownership of the Shares.

Application of Takeover Protections. The Company and its Board of Directors have taken all necessary action, if any, in order will take reasonable actions 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) and or the laws of its state of incorporation that is or could become applicable to Seaside the Purchasers as a result of Seaside 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 Shares Securities and Seaside’s the Purchasers’ ownership of the SharesSecurities.

Application of Takeover Protections. The Company and its Board of Directors have taken all necessary action, if any, in order to render inapplicable to the issuance of the Shares and the Warrant Shares 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) and or the laws of its state of incorporation that is or could become applicable to Seaside the Purchasers as a result of Seaside the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation the Company’s issuance of the Shares and Seaside’s ownership of the Shares.

Application of Takeover Protections. The Company and 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 Company’s certificate Restated Certificate of incorporation Incorporation, as amended (or similar charter documents) and or the laws of its state the State of incorporation Delaware that is or could become applicable to Seaside the Buyers as a result of Seaside the Buyers and the Company fulfilling their obligations or exercising their rights under the Transaction Documentsthis Agreement, including without limitation the Company’s issuance of the Shares and Seaside’s the Buyers’ respective ownership of the Shares.

Application of Takeover Protections. The Company and its Board of Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s certificate of incorporation (Articles or similar charter documents) and the laws of its state jurisdiction of incorporation that is or could become applicable to Seaside the Investor as a result of Seaside the Investor and the Company fulfilling their respective obligations or exercising their respective rights under the Transaction DocumentsDocuments (as applicable), including including, without limitation limitation, as a result of the Company’s issuance of the Shares and Seasidethe Investor’s ownership of the Shares.. ​ ​

Application of Takeover Protections. The Company and its 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) and or the laws of its state of incorporation that is or could become applicable to Seaside Purchaser as a result of Seaside the 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 Shares and SeasidePurchaser’s ownership of the Shares.

Application of Takeover Protections. The Company and its Board of Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s 's certificate of incorporation (or similar charter documents) and or the laws of its state of incorporation that is or could become applicable to Seaside the Subscribers as a result of Seaside the Subscribers and the Company fulfilling their obligations or exercising their rights under the Transaction DocumentsAgreements, including without limitation the Company’s 's issuance of the Shares and Seaside’s the Subscribers' ownership of the Shares.

Application of Takeover Protections. The Company and its Board 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 of incorporation (Charter or similar charter documents) and the laws of its state of incorporation that is or could become applicable to Seaside the Investor as a result of Seaside the Investor and the Company fulfilling their respective obligations or exercising their respective rights under the Transaction DocumentsDocuments (as applicable), including including, without limitation limitation, as a result of the Company’s issuance of the Shares and Seasidethe Investor’s ownership of the Shares.

Application of Takeover Protections. The Company and its Board of Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s 's certificate of incorporation (or similar charter documents) and or the laws of its state of incorporation that is or could become applicable to Seaside the Investors as a result of Seaside the Investors and the Company fulfilling their obligations or exercising their rights under the Transaction DocumentsAgreements, including without limitation the Company’s 's issuance of the Shares and Seaside’s the Investors' ownership of the Shares.

Application of Takeover Protections. The Company Assured and its Board of Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-anti takeover provision under the CompanyAssured’s certificate of incorporation (Charter or similar charter documents) and the laws of its state of incorporation that is or could become applicable to Seaside Purchaser as a result of Seaside Purchaser and the Company Assured fulfilling their respective obligations or exercising their rights under the Transaction DocumentsAgreements, including without limitation the Companyas a result of Assured’s issuance of the Shares and SeasidePurchaser’s ownership of the Shares.

Application of Takeover Protections. The Company and its Board of Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-anti takeover provision under the Company’s certificate 's Certificate of incorporation Incorporation (or similar charter documents) and or the laws of its state of incorporation that is or could become applicable to Seaside Purchaser as a result of Seaside Purchaser and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation the Company’s 's issuance of the Shares and Seaside’s Purchaser's ownership of the Shares.

Application of Takeover Protections. The Company and its Board of Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s certificate of incorporation (or similar charter documents) and or the laws of its state of incorporation that is or could become applicable to Seaside the Purchaser as a result of Seaside the 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 Shares and Seasidethe Purchaser’s ownership of the Shares.

Application of Takeover Protections. The Company and its 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) combination or other similar anti-takeover provision under the Company’s certificate of incorporation (or similar charter documents) and or the laws of its state of incorporation that is or could become applicable to Seaside each Purchaser as a result of Seaside each 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 Shares Securities and Seasidethe Purchaser’s ownership of the SharesSecurities.

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

Application of Takeover Protections. The Company and its 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) and or the laws of its state of incorporation that is or could become applicable to Seaside the Subscribers as a result of Seaside the Subscribers 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 Shares and Seaside’s the Subscribers’ ownership of the Shares.

Application of Takeover Protections. The Company and its Board of Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s certificate of incorporation Certificate (or similar charter documents) and or the laws of its state of incorporation that is or could become applicable to Seaside the Purchaser as a result of Seaside the Purchaser and the Company fulfilling their obligations or Table of Contents exercising their rights under the Transaction Documents, including without limitation the Company’s issuance of the Shares and Seasidethe Purchaser’s ownership of the Shares.

Application of Takeover Protections. The Company and its Board board of Directors directors have taken all necessary action, if any, action in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar antiand-takeover provision under the Company’s certificate 's articles of incorporation (or similar charter documents) and the laws of its the state of its incorporation that which is or could become applicable to Seaside the Purchasers as a result of Seaside and the Company fulfilling their obligations or exercising their rights under the Transaction Documentstransactions contemplated by this Agreement, including including, without limitation limitation, the Company’s 's issuance of the Shares Securities and Seaside’s the Purchasers' ownership of the SharesSecurities.