Common use of Section 203 of the DGCL Not Applicable Clause in Contracts

Section 203 of the DGCL Not Applicable. The Company Board has taken all necessary action so that the restrictions contained in Section 203 of the DGCL applicable to a "business combination" (as defined in such Section 203) will not apply to the execution, delivery or performance of this Agreement or the Company Option Agreement or to the consummation of the Offer or the Merger or any of the other transactions contemplated by this Agreement.

Section 203 of the DGCL Not Applicable. The Board of Directors of Company Board has taken all necessary action actions so that the restrictions contained in Section 203 of the DGCL applicable to a "business combination" (as defined in such Section 203) ), or any other state takeover statute or similar law that otherwise would be applicable, will not apply to the execution, delivery or performance of this Agreement or the Company Option Agreement Voting Agreements or to the consummation of the Offer or the Merger or any of the other transactions contemplated by this AgreementAgreement or the Company Voting Agreements.

Section 203 of the DGCL Not Applicable. The Boards of Directors of the Company Board has and the Company Subsidiaries have taken all necessary action so that the restrictions contained in Section 203 of the DGCL applicable to a "business combination" (as defined in such Section 203) will not apply to the execution, delivery or performance of this Agreement or the Company Option Agreement or to the 29 consummation of the Offer or the Merger or any of Merger, the other transactions contemplated by this AgreementAgreement or any other transaction between the Parent or any of its subsidiaries and the Company or any of its subsidiaries.

Section 203 of the DGCL Not Applicable. The Company Board has taken all actions necessary action so that the restrictions contained in Section 203 of the DGCL applicable to a "business combination" (as defined in such Section 203) will shall not apply to the execution, delivery or performance of this Agreement Agreement, the Stockholder's Agreement, the Voting Agreements or the Company Option Agreement or to the consummation of the Offer or the Merger or any of the other transactions contemplated by this Agreement, the Stockholder's Agreement or the Voting Agreements.

Section 203 of the DGCL Not Applicable. The Board of Directors of the Company Board has taken all actions necessary action so that the restrictions contained in Section 203 of the DGCL applicable to a "business combination" (as defined in such Section 203) will not apply to the execution, delivery or performance of this Agreement, the Company Stockholder Agreement or the Company Option Agreement or to the consummation of the Offer or the Merger or any of the other transactions contemplated by this Agreement or the Company Stockholder Agreement.

Section 203 of the DGCL Not Applicable. The Company Board has taken all actions necessary action so that the restrictions contained in Section 203 of the DGCL applicable to a "“business combination" ” (as defined in such Section 203) will shall not apply to the execution, delivery or performance of this Agreement Agreement, the Stockholder Agreements or the Company Option Agreement or to the consummation of the Offer or the Merger or any of the other transactions contemplated by this AgreementAgreement or the Stockholder Agreements.

Section 203 of the DGCL Not Applicable. The Company Board has taken all actions necessary action so that the restrictions contained in Section 203 of the DGCL applicable to a "“business combination" ” (as defined in such Section 203) will shall not apply to the execution, delivery or performance of this Agreement or Agreement, the Company Option Agreement Voting Agreements or to the consummation of the Offer or the Merger or any of the other transactions contemplated by this AgreementAgreement or the Company Voting Agreements.

Section 203 of the DGCL Not Applicable. The Public Company Board has taken all necessary action actions so that the restrictions contained in Section 203 of the DGCL applicable to a "“business combination" ” (as defined in such Section 203) will shall not apply to the execution, delivery or performance of this Agreement Agreement, the Public Company Stockholder Agreements or the Company Option Agreement or to the consummation of the Offer or the Merger or any of the other transactions contemplated by this AgreementAgreement or the Public Company Stockholder Agreements.

Section 203 of the DGCL Not Applicable. The Board of Directors of the -------------------------------------- Company Board has taken all actions necessary action so that the restrictions contained in Section 203 of the DGCL applicable to a "business combination" (as defined in such Section 203) will not apply to the execution, delivery or performance of this Agreement or Agreement, the Company Stock Option Agreement Agreement, the Stockholder Agreements or to the consummation of the Offer or the Merger or any of the other transactions contemplated by this Agreement, the Company Stock Option Agreement or the Stockholder Agreements.

Section 203 of the DGCL Not Applicable. The Board of -------------------------------------- Directors of the Company Board has taken all necessary action actions so that the restrictions contained in Section 203 of the DGCL applicable to a "business combination" (as defined in such Section 203203 of the DGCL) will not apply to the execution, delivery or performance of this Agreement or the Company Stock Option Agreement or to the consummation of the Offer or the Merger or any of the other transactions contemplated by this Agreement or by the Stock Option Agreement.

Section 203 of the DGCL Not Applicable. The Boards of Directors of the Company Board has and the Company Subsidiaries have taken all necessary action so that the restrictions contained in Section 203 of the DGCL applicable to a "business combination" (as defined in such Section 203) will not apply to the execution, delivery or performance of this Agreement or the Company Option Agreement or to the consummation of the Offer or the Merger or any of Merger, the other transactions contemplated by this AgreementAgreement or any other transaction between the Parent or any of its subsidiaries and the Company or any of its subsidiaries.

Section 203 of the DGCL Not Applicable. The Board of Directors of -------------------------------------- the Company Board has taken all actions necessary action so that the restrictions contained in Section 203 of the DGCL applicable to a "business combination" (as defined in such Section 203) will not apply to the execution, delivery or performance of this Agreement or Agreement, the Company Stock Option Agreement Agreement, the Stockholder Agreements or to the consummation of the Offer or the Merger or any of the other transactions contemplated by this Agreement, the Company Stock Option Agreement or the Stockholder Agreements.

Section 203 of the DGCL Not Applicable. The Boards of -------------------------------------- Directors of the Company Board has and the Company Subsidiaries have taken all necessary action so that the restrictions contained in Section 203 of the DGCL applicable to a "business combination" (as defined in such Section 203) will not apply to the execution, delivery or performance of this Agreement or the Company Option Agreement or to the consummation of the Offer or the Merger or any of Merger, the other transactions contemplated by this AgreementAgreement or any other transaction between the Purchaser or any of its subsidiaries and the Company or any of its subsidiaries.

Section 203 of the DGCL Not Applicable. The Company Board has taken all actions necessary action so that the restrictions contained in Section 203 of the DGCL applicable to a "“business combination" ” with an “interested stockholder” (each as defined in such Section 203) will shall not apply to the execution, delivery or performance of this Agreement, the Stockholders’ Agreement or the Company Option Agreement or to the consummation of the Offer or Offer, the Merger or any of the other transactions contemplated by this Agreement or the Stockholders’ Agreement.

Section 203 of the DGCL Not Applicable. The Company Board has taken all actions necessary action so that the restrictions contained in Section 203 of the DGCL applicable to a "“business combination" ” (as defined in such Section 203) will shall not apply to the execution, delivery or performance of this Agreement, the Stockholders’ Agreement or the Company Option Agreement or to the consummation of the Offer or the Merger or any of the other transactions contemplated by this Agreement or the Stockholders’ Agreement.

Section 203 of the DGCL Not Applicable. The Company and its Board has of Directors have each taken all necessary action so that required to be taken by it in order to exempt the execution, delivery or performance of this Agreement by Company, the consummation of the Merger by Company and the transactions contemplated hereby from, and this Agreement, the Merger and the transactions contemplated hereby are exempt from, the restrictions contained in Section 203 of the DGCL applicable to a "business combination" (as defined in such Section 203) will not apply to the execution, delivery or performance of this Agreement or the Company Option Agreement or to the consummation of the Offer or the Merger or any of the ). No other transactions contemplated by this Agreement."fair price," "

Section 203 of the DGCL Not Applicable. The Board of Directors of the Company Board has taken all necessary action actions so that the restrictions contained in Section 203 of the DGCL applicable to a "business combination" (as defined in such Section 203203 of the DGCL) will not apply to the execution, delivery or performance of this Agreement or the Company Stock Option Agreement or to the consummation of the Offer or the Merger or any of the other transactions contemplated by this Agreement or by the Stock Option Agreement.

Section 203 of the DGCL Not Applicable. The Board of Directors of the -------------------------------------- Company Board has taken all actions necessary action so that the restrictions contained in Section 203 of the DGCL applicable to a "business combination" (as defined in such Section 203) will not apply to the execution, delivery or performance of this Agreement, the Stockholder Agreement or the Company Option Agreement or to the consummation of the Offer or the Merger or any of the other transactions contemplated by this Agreement, or the Stockholder Agreement.

Section 203 of the DGCL Not Applicable. The Board of Directors of the Company Board has taken all actions necessary action so that the restrictions contained in Section 203 of the DGCL applicable to a "business combination" (as defined in such Section 203) will not apply to the execution, delivery or performance of this Agreement or Agreement, the Company Stock Option Agreement Agreement, the Stockholder Agreements or to the consummation of the Offer or the Merger or any of the other transactions contemplated by this Agreement, the Company Stock Option Agreement or the Stockholder Agreements.

Section 203 of the DGCL Not Applicable. The Company Board has -------------------------------------- taken all actions necessary action so that the restrictions contained in Section 203 of the DGCL applicable to a "business combination" (as defined in such Section 203) will shall not apply to the execution, delivery or performance of this Agreement, the Stockholders' Agreement or the Company Option Agreement or to the consummation of the Offer or the Merger or any of the other transactions contemplated by this Agreement or the Stockholders' Agreement.

Section 203 of the DGCL Not Applicable. The Board of Directors of the Company Board has taken all actions necessary action so that the restrictions contained in Section 203 of the DGCL applicable to a "business combination" (as defined in such Section 203) will not apply to the execution, delivery or performance of this Agreement Agreement, the Stockholder Agreements or the Company Option Agreement or to the consummation of the Offer or the Merger or any of the other transactions contemplated by this AgreementAgreement or the Stockholder Agreements.

Section 203 of the DGCL Not Applicable. The Company Board has taken all actions necessary action so that the restrictions contained in Section 203 of the DGCL applicable to a "business combination" (as defined in such Section 203) will shall not apply to the execution, delivery or performance of this Agreement or Agreement, the Company Option Agreement Stockholder Agreements or to the consummation of the Offer or the Merger or any of the other transactions contemplated by this AgreementAgreement or the Company Stockholder Agreements.

Section 203 of the DGCL Not Applicable. The Company Board has taken all actions necessary action so that the restrictions contained in Section 203 of the DGCL applicable to a "“business combination" ” (as defined in such Section 203203 of the DGCL) will shall not apply to the execution, delivery or performance of this Agreement or Agreement, the Company Option Agreement Stockholder Agreements or to the consummation of the Offer or the Merger or any of the other transactions contemplated by this AgreementAgreement or the Company Stockholder Agreements.

Section 203 of the DGCL Not Applicable. The Company Board has taken all actions necessary action so that the restrictions contained in Section 203 of the DGCL applicable to a "“business combination" ” (as defined in such Section 203) will shall not apply to the execution, delivery or performance of this Agreement or the Company Option Agreement or to the consummation of the Offer or the Merger or any of the other transactions contemplated by this Agreement.

Section 203 of the DGCL Not Applicable. The Board of Directors of Company Board has taken all necessary action actions so that the restrictions contained in Section 203 of the DGCL applicable to a "business combination" (as defined -------------------------------------------------------------------------------- AGREEMENT AND PLAN OF MERGER 28 in such Section 203) will not apply to the execution, delivery or performance of this Agreement Agreement, or the Company Option Agreement or to the consummation of the Offer or the Merger or any of the other transactions contemplated by this Agreement.

Section 203 of the DGCL Not Applicable. The Company Board has taken all actions necessary action so that the restrictions contained in Section 203 of the DGCL applicable to a "business combination" (as defined in such Section 203) will shall not apply to the execution, delivery or performance of this Agreement or Agreement, the Company Option Agreement Voting Agreements or to the consummation of the Offer or the Merger or any of the other transactions contemplated by this AgreementAgreement or the Company Voting Agreements.