Common use of Takeover Laws; No Rights Triggered Clause in Contracts

Takeover Laws; No Rights Triggered. (a) If any Takeover Law may become, or may purport to be, applicable to the Transactions, the Company and the members of the Board of Directors shall grant such approvals and take such actions as are necessary so that the Transactions may be consummated, as promptly as practicable, on the terms contemplated by this Agreement, as the case may be, and otherwise act to eliminate or minimize the effects of any Takeover Law on any of the Transactions. (b) The Company and the Board of Directors hereby agree not to deem or treat the Investor and each of its “Permissible Transferees” as an “Acquiring Person” (as defined in the Company Rights Agreement) as a result of the consummation of the Transactions, including the purchase of the Purchased Shares or the transfer of any Purchased Shares to a “Permissible Transferee.” The Company hereby identifies and agrees to treat the Investor as a “Large Investor” for purposes of the Articles of Incorporation of the Company (as amended following the completion of the Delaware Conversion and the effectiveness of the Amended Charter).