Common use of State Takeover Statutes Clause in Contracts

State Takeover Statutes. The Board of Directors of the Company has taken all action necessary to ensure that any restrictions on business combinations contained in the DGCL will not apply to the Merger and the other transactions contemplated by this Agreement. No other “fair price,” “moratorium,” “control share acquisition” or other similar anti-takeover statute or regulation or any anti-takeover provision in the Company’s Certificate of Incorporation or Bylaws is, or at the Effective Time will be, applicable to the Company, the shares of Company Stock, the Merger or the other transactions contemplated by this Agreement.

State Takeover Statutes. The Board of Directors of the Company has taken all necessary action necessary to ensure so that any (i) the restrictions on “business combinations contained combinations” set forth in Section 203 of the DGCL will not apply are inapplicable to this Agreement, the Merger Mergers, and the other transactions contemplated by this Agreement. No other Agreement and (ii) no “fair price,” “moratorium,” “control share acquisition” or other similar anti-takeover statute or regulation Law (each, a “Takeover Statute”) or any anti-takeover provision in the Company’s Certificate certificate of Incorporation incorporation or Bylaws is, or at the Effective Time will be, bylaws is applicable to the Companythis Agreement, the shares of Company Stock, the Merger Mergers or the other transactions contemplated by this Agreement.

State Takeover Statutes. The Board of Directors of the Company has taken all action necessary to ensure that any restrictions on business combinations contained in the DGCL (including Section 203 of the DGCL) or any other applicable Law will not apply to the Merger and the other transactions contemplated by this Agreement. No other “fair price,” “moratorium,” “control share acquisition” or other similar anti-takeover statute or regulation or any anti-takeover antitakeover provision in the Company’s Certificate of Incorporation or Bylaws Charter Documents is, or at the Effective Time will be, applicable to the Company, the shares of Company Capital Stock, the Merger or the other transactions contemplated by this Agreement.

State Takeover Statutes. The Board of Directors of the Company has taken all action necessary to ensure actions such that any the restrictions on business combinations contained in Section 203 of the DGCL will applicable to a “business combination” (as defined in Section 203 of the DGCL) shall not apply to this Agreement, the Stockholder Agreement, the Merger and the other transactions contemplated by this Agreement and the Stockholder Agreement. No other “fair price,” “moratorium,” “control share acquisition” or other similar anti-state takeover statute or similar statute or regulation or any anti-takeover provision in the Company’s Certificate of Incorporation or Bylaws is, or at the Effective Time will be, applicable applies to the Companythis Agreement, the shares of Company StockStockholder Agreement, the Merger or the other transactions contemplated by this Agreement or the Stockholder Agreement.

State Takeover Statutes. The Board of Directors of the Company has taken all action necessary to ensure that any restrictions on business combinations contained in the DGCL CGCL will not apply to the Merger and the other transactions contemplated by this Agreement. No other “"fair price,” “" "moratorium,” “" "control share acquisition” " or other similar anti-takeover statute or regulation or any anti-takeover provision in the Company’s Certificate 's Articles of Incorporation or Bylaws is, or at the Effective Time will be, applicable to the Company, the shares of Company Stock, the Merger or the other transactions contemplated by this Agreement.

State Takeover Statutes. The Board of Directors of the ----------------------- Company has taken all action necessary to ensure that any restrictions on business combinations contained in the DGCL will not apply to the Merger and the other transactions contemplated by this Agreement. No other “fair price,” “moratorium,” “control share acquisition” or other similar anti-takeover statute or regulation or any anti-takeover provision in To the Company’s Certificate knowledge of Incorporation or Bylaws is, or at the Effective Time will be, applicable to the Company, the shares of Company Stock, no other state takeover statute is applicable to the Merger or the other transactions contemplated by this Agreement.

State Takeover Statutes. The Board of Directors of the Company has taken all action necessary to ensure that any restrictions on business combinations contained in the DGCL will not apply to the Merger and the other transactions contemplated by this Agreement. No other “fair price,” “moratorium,” “control share acquisition” or other similar anti-takeover statute or regulation or any anti-takeover provision in the Company’s Restated Certificate of Incorporation or Amended and Restated Bylaws is, or at the Effective Time will be, applicable to the Company, the shares of Company Stock, the Merger or the other transactions contemplated by this Agreement.

State Takeover Statutes. The Board of Directors of the Company has taken all action necessary to ensure that any restrictions on business combinations contained in the DGCL (including Section 203 of the DGCL) will not apply to the Merger and the other transactions contemplated by this Agreement. No other “fair price,” “moratorium,” “control share acquisition” or other similar anti-takeover statute or regulation or any anti-takeover provision in the Company’s Certificate of Incorporation or Bylaws is, or at the Effective Time will be, applicable to the Company, the shares of Company Stock, the Merger or the other transactions contemplated by this Agreement.

State Takeover Statutes. The Board of Directors of the Company has taken all action necessary to ensure that any restrictions on business combinations contained in the DGCL DGCL, including Section 203 of the DGCL, will not apply to the Merger and the other transactions contemplated by this Agreement. No other “"fair price,” “", "moratorium,” “", "control share acquisition” " or other similar anti-takeover statute or regulation or any anti-takeover provision in the Company’s Certificate of Incorporation or Bylaws 's Organizational Documents is, or at the Effective Time Date will be, applicable to the Company, the shares of Company Common Stock, the Merger or the other transactions contemplated by this Agreement.

State Takeover Statutes. The Board of Directors of the Company has taken all action necessary to ensure that any restrictions on business combinations contained in the DGCL (including Section 203 of the DGCL) or any other applicable Law will not apply to the Merger and the other transactions contemplated by this Agreement. No other “fair price,” “moratorium,” “control share acquisition” or other similar anti-takeover statute or regulation or any anti-takeover provision in the Company’s Certificate of Incorporation or Bylaws Charter Documents is, or at the Effective Time will be, applicable to the Company, the shares of Company Capital Stock, the Merger or the other transactions contemplated by this Agreement.

State Takeover Statutes. The Board of Directors of the Company has taken all action necessary to ensure that any restrictions on business combinations contained in the DGCL will not apply to the Merger and the other transactions contemplated by this Agreement. No other “fair price,” “moratorium,” “control share acquisition” or other similar anti-takeover statute or regulation or any anti-anti- ACTIVE/108710474.16 takeover provision in the Company’s Certificate of Incorporation or Bylaws Charter Documents is, or at the Effective Time will be, applicable to the Company, the shares of Company Common Stock, the Merger or the other transactions contemplated by this Agreement.

State Takeover Statutes. The Board of Directors of the ----------------------- Company has taken all action necessary to ensure that any restrictions on business combinations contained in the DGCL will not apply to prevent the Merger and the other transactions contemplated by this Agreement. No other “fair price,” “moratorium,” “control share acquisition” or other similar anti-takeover statute or regulation or any anti-takeover provision in the Company’s Certificate of Incorporation or Bylaws is, or at the Effective Time will be, is applicable to the Company, the shares of Company Stock, the Merger or the other transactions contemplated by this Agreement.

State Takeover Statutes. The Board of Directors of the Company has taken all action necessary to ensure that any restrictions on business combinations contained in the DGCL will not apply to the Merger and the other transactions contemplated by this Agreement. No other “fair price,” “moratorium,” “control share acquisition” or other similar anti-takeover statute or regulation or any anti-takeover provision in the Company’s Certificate of Incorporation or Bylaws is, or at the Effective Time will be, applicable to the Company, the shares of Company Stock, the Merger or the other transactions contemplated by this Agreement.

State Takeover Statutes. The Board of Directors of the Company has taken all action necessary to ensure that any restrictions on business combinations contained in the DGCL will not apply to the Merger and the other transactions contemplated by this Agreement. No other “fair price,” ”, “moratorium,” ”, “control share acquisition” or other similar anti-takeover statute or regulation or any anti-takeover provision in the Company’s Certificate of Incorporation or Bylaws Organizational Documents is, or at the Effective Time will be, applicable to the Company, the shares of Company Capital Stock, the Merger or the other transactions contemplated by this Agreement.

State Takeover Statutes. The Board of Directors of the Company has taken all action necessary to ensure that any restrictions on business combinations contained in the DGCL (including Section 203 of the DGCL) will not apply to the First Merger and the other transactions contemplated by this Agreement. No other “fair price,” “moratorium,” “control share acquisition” or other similar anti-takeover anti‑takeover statute or regulation or any anti-takeover anti‑takeover provision in the Company’s Certificate of Incorporation or Bylaws Charter Documents is, or at the Effective Time will be, applicable to the Company, the shares of Company Capital Stock, the First Merger or the other transactions contemplated by this Agreement.

State Takeover Statutes. The Board of Directors of the Company has taken all action necessary to ensure that any restrictions on business combinations contained in the DGCL (including Section 203 of the DGCL) or any other applicable Law will not apply to the Merger Acquisition and the other transactions contemplated by this Agreement. No other “fair price,” “moratorium,” “control share acquisition” or other similar anti-takeover statute or regulation or any anti-takeover provision in the Company’s Certificate of Incorporation or Bylaws Charter Documents is, or at the Effective Time Closing will be, applicable to the Company, the shares of Company Capital Stock, the Merger Acquisition or the other transactions contemplated by this Agreement.