Common use of Application of Takeover Protections; Rights Agreements Clause in Contracts

Application of Takeover Protections; Rights Agreements. The Company has not adopted any stockholder rights plan or similar agreement, arrangement or understanding relating to accumulations of beneficial ownership of Common Stock or a change in control of the Company. The Company and its Board of Directors have taken all action necessary to render inapplicable any control share acquisition, business combination, fair price, moratorium, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under applicable Law, the Company’s Constituent Documents, or any agreement, arrangement or understanding with any of the Company’s shareholders or any other Person that is or could become applicable to the Purchaser as a direct consequence of the transactions contemplated by this Agreement, including, without limitation, the Company’s issuance of the Shares to the Purchaser and the Purchaser’s ownership of the Shares.

Application of Takeover Protections; Rights Agreements. The Company has not adopted any stockholder rights plan or similar agreement, arrangement or understanding relating to accumulations of beneficial ownership of Common Stock or a change in control of the Company. The Company and its Board of Directors have taken all action necessary action, if any, in order to render inapplicable any control share acquisition, business combination, fair price, moratorium, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under applicable Law, the Company’s Constituent Documents, Articles of Incorporation or any agreement, arrangement other organizational documents or understanding with any the laws of the Company’s shareholders jurisdiction of its incorporation or any other Person that otherwise which is or could become applicable to the any Purchaser solely as a direct consequence result of the transactions contemplated by this Agreement, including, without limitation, the Company’s issuance of the Common Shares to the Purchaser and the any Purchaser’s ownership of the Common Shares.

Application of Takeover Protections; Rights Agreements. The Company has not adopted any stockholder rights plan or similar agreement, arrangement or understanding relating to accumulations of beneficial ownership of Common Stock or a change in control of the Company. The Company and its Board of Directors have taken all action necessary action, if any, in order to render inapplicable any control share acquisition, business combination, fair price, moratorium, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under applicable Law, the Company’s Constituent Documents, Certificate of Incorporation or any agreement, arrangement other organizational documents or understanding with any the laws of the Company’s shareholders jurisdiction of its incorporation or any other Person that otherwise which is or could become applicable to the any Purchaser solely as a direct consequence result of the transactions contemplated by this Agreement, including, without limitation, the Company’s issuance of the Shares to the Purchaser Securities and the any Purchaser’s ownership of the SharesSecurities.

Application of Takeover Protections; Rights Agreements. The Company has not adopted any stockholder shareholder rights plan or similar agreement, arrangement or understanding relating to accumulations of beneficial ownership of its Common Stock or a change Change in control Control of the Company. The Company and its Board board of Directors directors have taken all action necessary action, if any, in order to render inapplicable any control share acquisition, business combination, fair price, moratorium, poison pill (including any distribution under a rights agreement) ), or other similar anti-takeover provision under applicable Law, the Company’s Constituent Documents, Articles of Incorporation or any agreement, arrangement other organizational documents or understanding with any the laws of the Company’s shareholders jurisdiction of its incorporation or any other Person that otherwise which is or could become applicable to the any Purchaser solely as a direct consequence result of the transactions contemplated by this Agreement, including, without limitation, the Company’s issuance of the Shares to the Purchaser and the any Purchaser’s ownership of the Shares.

Application of Takeover Protections; Rights Agreements. The Company Bank has not adopted any stockholder rights plan or similar agreement, arrangement or understanding relating to accumulations of beneficial ownership of Common the Bank Stock or a change in control of the CompanyBank. The Company Seller and its Board Bank and their respective Boards of Directors have taken all action necessary to render inapplicable any control share acquisition, business combination, fair price, moratorium, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under applicable Law, the Company’s Constituent DocumentsDocuments of Bank, or any agreement, arrangement or understanding with any of the CompanyBank’s shareholders or any other Person that is or could become applicable to the Purchaser Buyer as a direct consequence of the transactions contemplated by this Agreement, including, without limitation, the Company’s issuance of the Shares to the Purchaser and the Purchaser’s ownership of the Shares.

Application of Takeover Protections; Rights Agreements. The Company has not adopted any stockholder rights plan or similar agreement, arrangement or understanding relating to accumulations of beneficial ownership of Common Stock or a change in control of the Company. The Company and its Board of Directors have taken all action necessary to render inapplicable any control share acquisition, business combination, fair price, moratorium, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under applicable Law, the Company’s Constituent Documents, Documents or any agreement, arrangement or understanding with any of the Company’s shareholders or any other Person that is or could become applicable to the Purchaser as a direct consequence of the transactions contemplated by this Agreement, including, without limitation, the Company’s issuance of the Shares to the Purchaser and the Purchaser’s ownership of the Shares.

Application of Takeover Protections; Rights Agreements. The Company has not adopted any stockholder rights plan or similar agreement, arrangement or understanding relating to accumulations of beneficial ownership of Common Stock and/or Non-Voting Common Stock or a change in control of the Company. The Company and its Board of Directors have taken all action necessary to render inapplicable any control share acquisition, business combination, fair price, moratorium, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under applicable Law, the Company’s Constituent Documents, articles of incorporation or any agreement, arrangement other organizational documents or understanding with any the laws of the Company’s shareholders jurisdiction of its incorporation or any other Person that otherwise which is or could become applicable to the any Purchaser as a direct consequence of the transactions contemplated by this Agreement, including, without limitation, the Company’s issuance of the Shares to the Purchaser and the any Purchaser’s ownership of the Shares.

Application of Takeover Protections; Rights Agreements. The Company has not adopted any stockholder rights plan or similar agreement, arrangement or understanding relating to accumulations of beneficial ownership of Common Stock or a change in control of the Company. The Company and its Board board of Directors directors have taken all action necessary action, if any, in order to render inapplicable inapplicable, with respect to the transactions contemplated by this Agreement, any control share acquisition, business combination, fair price, moratorium, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under applicable Law, the Company’s Constituent Documents, Articles of Incorporation or any agreement, arrangement other organizational documents or understanding with any the laws of the Company’s shareholders jurisdiction of its incorporation or any other Person that otherwise which is or could become applicable to the any Purchaser solely as a direct consequence result of the transactions contemplated by this Agreement, including, without limitation, the Company’s issuance of the Shares to the Purchaser and the any Purchaser’s ownership of the Shares.