Common use of Application of Takeover Protections Clause in Contracts

Application of Takeover Protections. The Company and its board of directors have taken or will take prior to the Commencement Date 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 Certificate of Incorporation or the laws of the state of its incorporation which is or could become applicable to the Investor as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's issuance of the Securities and the Investor's ownership of the Securities.

Application of Takeover Protections. The Company and its board of directors have taken or will take prior to the Commencement Date 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 Certificate of Incorporation or the laws of the state of its incorporation which is or could become applicable to the Investor Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's ’s issuance of the Securities and the Investor's Buyer’s ownership of the Securities.

Application of Takeover Protections. The Company and its board of directors have taken or will take prior to the Commencement Date 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 Certificate of Incorporation or the laws of the state of its incorporation incorporation, other than Section 203 of the Delaware General Corporation Law, which is or could become applicable to the Investor Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's ’s issuance of the Securities and the Investor's Buyer’s ownership of the Securities.

Application of Takeover Protections. The Company and its board of directors have taken or will take prior to the Commencement Date 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 Certificate of Incorporation or the laws of the state of its incorporation which is or could become applicable to the Investor as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's ’s issuance of the Securities and the Investor's ’s ownership of the Securities.

Application of Takeover Protections. The Company and its board Board of directors Directors have taken or will take prior to the Commencement Date 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 Certificate of Incorporation or the laws of the state of its incorporation which is or could become applicable to the Investor as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's ’s issuance of the Securities and the Investor's ’s ownership of the Securities.

Application of Takeover Protections. The Company and its board of directors have taken or will take prior to the Commencement Date 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 Certificate of Incorporation or the laws of the state of its incorporation which is or could become applicable to the Investor Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's issuance of the Securities and the InvestorBuyer's ownership of the Securities.

Application of Takeover Protections. The Company and its board of directors have taken or will take prior to the Commencement Date 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 Certificate Articles of Incorporation or the laws of the state of its incorporation which is or could become applicable to the Investor as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's issuance of the Securities and the Investor's ownership of the Securities.

Application of Takeover Protections. The Company and its board of directors have taken or will take prior to the Commencement Date 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 Certificate Articles of Incorporation or the laws of the state of its incorporation which is or could become applicable to the Investor as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's ’s issuance of the Securities and the Investor's ’s ownership of the Securities.

Application of Takeover Protections. The Company and its board of directors have taken or will take prior to the Commencement Execution Date 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 Certificate articles of Incorporation incorporation or the laws of the state of its incorporation which is or could become applicable to the Investor as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's ’s issuance of the Securities and the Investor's ’s ownership of the Securities.

Application of Takeover Protections. The Company and its board of directors have taken or will take prior to the Commencement Date 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 Certificate of Incorporation or the laws of the state of its incorporation which is or could become applicable to the Investor as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's issuance of the Securities and the Commitment Shares and the Investor's ownership of the SecuritiesSecurities and the Commitment Shares.

Application of Takeover Protections. The Company and its board Board of directors Directors have taken or will take prior to the Commencement Date 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 Certificate Articles of Incorporation or the laws of the state of its incorporation which is or could become applicable to the Investor as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's ’s issuance of the Securities and the Investor's ’s ownership of the Securities.

Application of Takeover Protections. The Company and its board of directors have taken or will take prior to the Commencement Date 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 Certificate of Incorporation Charter or the laws of the state of its incorporation which is or could become applicable to the Investor as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's ’s issuance of the Securities and the Investor's ’s ownership of the Securities.

Application of Takeover Protections. The Company and its board of directors have taken or will take prior to the Commencement Closing Date 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 Certificate Articles of Incorporation or the laws of the state of its incorporation which is or could become applicable to the Investor as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's issuance of the Securities and the Investor's Investors' ownership of the Securities.

Application of Takeover Protections. The Company and its board Board of directors Directors have taken or will take prior to the Commencement Closing Date all necessary action, if any, in order to render inapplicable any control share acquisition, interested stockholder, business combination, poison pill (including any distribution under a pill, stockholder rights agreement) plan or other similar anti-takeover provision under the Certificate of Incorporation Incorporation, Bylaws or other organizational documents or the laws of the state jurisdiction of its incorporation which is or could become applicable to the Investor any Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's ’s issuance of the Securities and the Investor's any Buyer’s ownership of the Securities.

Application of Takeover Protections. The Company and its board of directors have taken or will take prior to the Commencement Date 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 Certificate of Incorporation or the laws of the state of its incorporation which is or could become applicable to the Investor as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's ’s issuance of the Securities and the Commitment Shares and the Investor's ’s ownership of the SecuritiesSecurities and the Commitment Shares.

Application of Takeover Protections. The Company and its board of directors have taken or will take prior to the Commencement Date 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 Certificate of Incorporation Formation or the laws of the state of its incorporation which is or could become applicable to the Investor as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's issuance of the Securities and the Investor's ownership of the Securities.

Application of Takeover Protections. The Company and its board of directors have taken or will take prior to the Commencement Date 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 Certificate of Incorporation or the laws of the state jurisdiction of its incorporation which is or could become applicable to the Investor Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's ’s issuance of the Securities and the Investor's Buyer’s ownership of the Securities.

Application of Takeover Protections. The Company and its board of directors have taken or will take prior to the Commencement Closing Date all necessary action, if any, in order to render inapplicable any control share acquisition, interested stockholder, business combination, poison pill (including any distribution under a pill, stockholder rights agreement) plan or other similar anti-takeover provision under the Certificate of Incorporation Incorporation, Bylaws or other organizational documents or the laws of the state jurisdiction of its incorporation which is or could become applicable to the Investor any Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's ’s issuance of the Securities and the Investor's any Buyer’s ownership of the Securities.

Application of Takeover Protections. The Company and its board of directors have taken or will take prior to the Commencement Date 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 Certificate Articles of Incorporation or the laws of the state of its incorporation incorporation, which is or could become applicable to the Investor Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's ’s issuance of the Securities and the Investor's Buyer’s ownership of the Securities.

Application of Takeover Protections. The Company and its board Board of directors Directors have taken or will take prior to the Commencement Date 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 Certificate of Incorporation or the laws of the state of its incorporation which is or could become applicable to the Investor as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's issuance of the Securities Purchase Shares and the Investor's ownership of the SecuritiesPurchase Shares.

Application of Takeover Protections. The Company and its board Board of directors Directors have taken or will take prior to the Commencement Date 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 Certificate of Incorporation or Incorporation, the laws of the state of its incorporation or otherwise which is or could become applicable to the Investor as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's ’s issuance of the Securities and the Investor's ’s ownership of the Securities.

Application of Takeover Protections. The Company and its board of directors have taken or will take prior to the Commencement Date 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 Certificate of Incorporation or the laws of the state of its incorporation which is or could become applicable to the Investor as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's ’s issuance of the Securities and the Investor's ’s ownership of the Securities.

Application of Takeover Protections. The Company and its board of directors have taken or will take prior to the Commencement Date 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 Certificate Articles of Incorporation or the laws of the state of its incorporation which is or could become applicable to the Investor Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's ’s issuance of the Securities and the Investor's Buyer’s ownership of the Securities.

Application of Takeover Protections. The Company and its board of directors have taken or will take prior to the Commencement Date 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 Certificate of Incorporation or Incorporation, the laws of the state of its incorporation or otherwise which is or could become applicable to the Investor as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's ’s issuance of the Securities and the Investor's ’s ownership of the Securities.

Application of Takeover Protections. The Company and its board of directors have taken or will take prior to the Commencement Date 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 Certificate of Incorporation or the laws of the state of its incorporation which is or could become applicable to the Investor as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's issuance of the Securities Purchase Shares and the Investor's ownership of the SecuritiesPurchase Shares.

Application of Takeover Protections. The Company and its board Board of directors Directors have taken or will take prior to the Commencement Date 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 Certificate certificate of Incorporation or incorporation, the laws of the state of its incorporation or otherwise which is or could become applicable to the Investor Underwriters as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's issuance of the Securities and the Investor's ownership of the Securities.

Application of Takeover Protections. The Company and its board of directors have taken or will take prior to the Commencement Date 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 Certificate Articles of Incorporation or the laws of the state of its incorporation which is or could become applicable to the Investor as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's ’s issuance of the Securities Purchase Shares and the Investor's ’s ownership of the SecuritiesPurchase Shares.

Application of Takeover Protections. The Company and its board of directors have taken or will take prior to the Commencement Date 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 Certificate of Incorporation or the laws of the state of its incorporation which is or could would reasonably be expected to become applicable to the Investor as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's ’s issuance of the Securities and the Investor's ’s ownership of the Securities.

Application of Takeover Protections. The Company and its board Board of directors Directors have taken or will take prior to the Commencement Initial Closing Date all necessary action, if any, in order to render inapplicable any control share acquisition, interested stockholder, business combination, poison pill (including any distribution under a pill, stockholder rights agreement) plan or other similar anti-takeover provision under the Certificate of Incorporation Incorporation, Bylaws or other organizational documents or the laws of the state jurisdiction of its incorporation which is or could become applicable to the Investor any Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's ’s issuance of the Securities and the Investor's any Buyer’s ownership of the Securities.

Application of Takeover Protections. The Company and its board Board of directors Directors have taken or will take prior to the Commencement Date 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 Certificate of Incorporation or the laws of the state of its incorporation which is or could will become applicable to the Investor as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's ’s issuance of the Securities and the Investor's ’s ownership of the Securities.

Application of Takeover Protections. The Company and its board of directors have taken or will take prior to the Commencement Date 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 Certificate Articles of Incorporation or the laws of the state of its incorporation which is or could become applicable to the Investor Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's issuance of the Securities and the InvestorBuyer's ownership of the Securities.

Application of Takeover Protections. The Company and its board of directors have taken or will take prior to the Commencement Closing Date 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 Certificate of Incorporation or the laws of the state of its incorporation which is or could become applicable to the Investor Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's ’s issuance of the Securities and the Investor's Buyer’s ownership of the Securities.

Application of Takeover Protections. The Company and its board of directors have taken or will take prior to the Commencement Date 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 Certificate of Incorporation or the laws of the state of its incorporation which is or could become applicable to the Investor as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's ’s issuance of the Securities Purchase Shares and the Investor's ’s ownership of the SecuritiesPurchase Shares.

Application of Takeover Protections. The Company and its board of directors have taken or will take prior to the Commencement Date 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 Certificate of Incorporation or the laws of the state of its incorporation which is or could become applicable to the Investor Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's ’s issuance of the Securities Purchase Shares and the Investor's Buyer’s ownership of the SecuritiesPurchase Shares.

Application of Takeover Protections. The Company and its board Board of directors Directors have taken or will take prior to the Commencement Date 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 Certificate Articles of Incorporation or the laws of the state of its incorporation which is or could become applicable to the Investor Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's ’s issuance of the Securities and the Investor's Buyer’s ownership of the Securities.

Application of Takeover Protections. The Company and its board Board of directors Directors have taken or will take prior to the Commencement Date 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 Certificate of Incorporation or the laws of the state of its incorporation which is or could become applicable to the Investor as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's issuance of the Securities and the Investor's ownership of the Securities.

Application of Takeover Protections. The Company and its board of directors have taken or will take prior to the Commencement Date 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 Certificate Articles of Incorporation or the laws of the state of its incorporation which is or could become applicable to the Investor Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's ’s issuance of the Securities and the InvestorBuyer's ownership of the Securities.

Application of Takeover Protections. The Company and its board Board of directors Directors have taken or will take prior to the Commencement Date 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 Certificate of Incorporation or the laws of the state of its incorporation which is or could become applicable to the Investor as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's ’s issuance of the Securities and the Investor's ’s ownership of the Securities.

Application of Takeover Protections. The Company and its board of directors have taken or will take prior to the Commencement Closing Date 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 Certificate of Incorporation or the laws of the state of its incorporation which is or could become applicable to the Investor as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's issuance of the Securities Purchase Shares and the Investor's ownership of the SecuritiesPurchase Shares.

Application of Takeover Protections. The Company and its board Board of directors Directors have taken or will take prior to the Commencement Date 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 Certificate Articles of Incorporation or the laws of the state of its incorporation which is or could become applicable to the Investor as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's issuance of the Securities and the Investor's ownership of the Securities.

Application of Takeover Protections. The Company and its board of directors have taken or will take prior to the Commencement Date 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 Certificate Articles of Incorporation or the laws of the state of its incorporation any Applicable Law, which is or could become applicable to the Investor as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's ’s issuance of the Securities and the Investor's ’s ownership of the Securities.

Application of Takeover Protections. The Company and its board of directors have taken or will take prior to the Commencement Closing Date 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 Certificate of Incorporation or the laws of the state of its incorporation which is or could become applicable to the Investor Buyers as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's ’s issuance of the Securities and the Investor's Buyers’ ownership of the Securities.

Application of Takeover Protections. The Company and its board of directors have taken or will take prior to the Commencement Date 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 Certificate of Incorporation or the laws of the state of its incorporation incorporation, which is or could become applicable to the Investor Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's ’s issuance of the Securities and the Investor's Buyer’s ownership of the Securities.

Application of Takeover Protections. The Company and its board of directors have taken or will take prior to the Commencement Date 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 Certificate of Incorporation or the laws of the state of its incorporation which is or could become applicable to the Investor Purchaser as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's issuance of the Securities Shares and the InvestorPurchaser's ownership of the SecuritiesShares.

Application of Takeover Protections. The Company and its board Board of directors Directors have taken or will take prior to the Commencement Date 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 Certificate of Incorporation or the laws of the state of its incorporation or otherwise which is or could become applicable to the Investor as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's ’s issuance of the Securities and the Investor's ’s ownership of the Securities.

Application of Takeover Protections. The Company and its board of directors have taken or will take prior to the Commencement Closing Date 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 Certificate Articles of Incorporation or the laws of the state of its incorporation which is or could become applicable to the Investor as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's issuance of the Securities and the Investor's ownership of the Securities.

Application of Takeover Protections. The Company and its board of directors have taken or will take prior to the Commencement Date 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 Certificate of Incorporation or the laws of the state of its incorporation incorporation, which is or could become applicable to the Investor Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's ’s issuance of the Securities Purchase Shares and the Investor's Buyer’s ownership of the SecuritiesPurchase Shares.

Application of Takeover Protections. The Company and its board of directors have taken or will take prior to the Commencement Date 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 Certificate of Incorporation incorporation or the laws of the state of its incorporation which is or could become applicable to the Investor as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's issuance of the Securities and the Investor's ownership of the Securities.

Application of Takeover Protections. The Company and its board Board of directors Directors have taken or will take prior to the Commencement Date 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 Certificate of Incorporation or the laws of the state of its incorporation which is or could become applicable to the Investor as a result of the transactions contemplated by this AgreementAmendment, including, without limitation, the Company's ’s issuance of the Securities and the Investor's ’s ownership of the Securities.

Application of Takeover Protections. The Company and its board of directors have taken or will take prior to the Commencement Date 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 Certificate of Incorporation or the laws of the state of its incorporation which is or could become applicable to the Investor Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's ’s issuance of the Securities and the InvestorBuyer's ownership of the Securities.

Application of Takeover Protections. The Company and its board of directors have taken or will take prior to the Commencement Date date hereof 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 Certificate of Incorporation or the laws of the state of its incorporation which is or could become applicable to the Investor Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's ’s issuance of the Securities and the Investor's Buyer’s ownership of the Securities.. 

Application of Takeover Protections. The Company and its board of directors have taken or will take prior to the Commencement Date 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 Certificate of Incorporation or the laws of the state of its incorporation which is or could become applicable to the Investor Buyer as a result of the -the transactions contemplated by this Agreement, including, without limitation, the Company's issuance of the Securities and the InvestorBuyer's ownership of the Securities.

Application of Takeover Protections. The Company and its board of directors have taken or will take prior to the Commencement Date 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 Certificate Articles of Incorporation Association or the laws of the state of its incorporation which is or could become applicable to the Investor as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's ’s issuance of the Securities and the Investor's ’s ownership of the Securities.

Application of Takeover Protections. The Company and its board of directors have taken or will take prior to the Commencement Date each Closing 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 Certificate of Incorporation or the laws of the state of its incorporation which is or could become applicable to the Investor Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's issuance of the Securities and the InvestorBuyer's ownership of the Securities.

Application of Takeover Protections. The Company and its board Board of directors Directors have taken or will take prior to the Commencement Date 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 Amended and Restated Memorandum and Articles of Association or Certificate of Incorporation Incorporation, as applicable, or the laws of the state of its incorporation which is or could become applicable to the Investor as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's ’s issuance of the Securities and the Investor's ’s ownership of the Securities.

Application of Takeover Protections. The Company and its board of directors have taken or will take prior to the Commencement Date 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 Certificate of Incorporation or the laws Incorporation, other than Section 203 of the state of its incorporation Delaware General Corporation Law, which is or could become applicable to the Investor as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's ’s issuance of the Securities and the Investor's ’s ownership of the Securities.

Application of Takeover Protections. The Company and its board of directors have taken or will take prior to the Commencement Date all necessary action, if anyany which the board can take, 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 Certificate Articles of Incorporation or the laws of the state of its incorporation incorporation, which is or could become applicable to the Investor Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's ’s issuance of the Securities and the Investor's Buyer’s ownership of the Securities.. 

Application of Takeover Protections. The Company and its board Board of directors Directors have taken taken, or will take prior to the Commencement Date initial Closing, all necessary action, if any, in order necessary 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) or the laws of the its state of its incorporation which that otherwise is or could would become applicable to the Investor as a result consummation of the transactions contemplated by this Agreement, including, including without limitation, limitation the Company's ’s issuance of the Securities and the Investor's Subscriber’s ownership of the Securities.

Application of Takeover Protections. The Company and its board of directors have taken or will take prior to the Commencement Date 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 Certificate of Incorporation or the laws of the state State of its incorporation Delaware which is or could become applicable to the Investor as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's issuance of the Securities and the Investor's ownership of the Securities.

Application of Takeover Protections. The Company and its board Board of directors Directors have taken or will take prior to the Commencement Date 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 Certificate of Incorporation Formation or the laws of the state of its incorporation which is or could become applicable to the Investor as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's ’s issuance of the Securities and the Investor's ’s ownership of the Securities.

Application of Takeover Protections. The Company and its board Board of directors Directors have taken or will take prior to the Commencement Date 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 Certificate Articles of Incorporation Association or the laws of the state of its incorporation which is or could become applicable to the Investor as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's ’s issuance of the Securities and the Investor's ’s ownership of the Securities.

Application of Takeover Protections. The Company and its board Board of directors Directors have taken or will take prior to the Commencement Date 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 Certificate of Incorporation or the laws of the state of its incorporation which is or could become applicable to the Investor as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's ’s issuance of the Securities Purchase Shares and the Investor's ’s ownership of the SecuritiesPurchase Shares.

Application of Takeover Protections. The Company and its board of directors have taken or will take prior to the Commencement Date 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 Certificate of Incorporation or the laws of the state State of its incorporation Delaware which is or could become applicable to the Investor as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's ’s issuance of the Securities and the Investor's ’s ownership of the Securities.

Application of Takeover Protections. The Company and its board of directors have taken or will take prior to the Commencement Date all necessary action, if anyany which the board can take, 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 Certificate Articles of Incorporation or the laws of the state of its incorporation incorporation, which is or could become applicable to the Investor Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's ’s issuance of the Securities and the Investor's Buyer’s ownership of the Securities.

Application of Takeover Protections. The Company and its board of directors have taken or will take prior to the Commencement Date 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 Certificate Articles of Incorporation or the laws of the state of its incorporation incorporation, which is or could become applicable to the Investor Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's ’s issuance of the Securities and the InvestorBuyer's ownership of the Securities.

Application of Takeover Protections. The Company and its board of directors have taken or will take prior to the Commencement Closing Date 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 Certificate of Incorporation or the laws of the state of its incorporation which is or could become applicable to the Investor Buyers as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's issuance of the Securities and the Investor's Buyers’ ownership of the Securities.

Application of Takeover Protections. The Company and its board Board of directors Directors have taken or will take prior to the Commencement Date 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 Certificate Company’s Memorandum and Articles of Incorporation Association or the laws of the state of its incorporation which is or could become applicable to the Investor as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's ’s issuance of the Securities and the Investor's ’s ownership of the Securities.

Application of Takeover Protections. The Company and its board Board of directors Directors have taken or will take prior to the Commencement Date 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 Certificate of Incorporation Company’s organizational documents or the laws of the state jurisdiction of its incorporation which is or could become applicable to the Investor as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's ’s issuance of the Securities and the Investor's ’s ownership of the Securities.

Application of Takeover Protections. The Company and its board of directors have taken or will take prior to the Commencement Date 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 Certificate of Incorporation or the laws of the state of its incorporation which is or could become applicable to the Investor as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's issuance of the Securities and the Investor's ownership of the Securities.

Application of Takeover Protections. The Company and its board Board of directors Directors have taken or will take prior to the Commencement Date 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 Certificate Articles of Incorporation Association or the laws of the state jurisdiction of its incorporation organization, which is or could become applicable to the Investor Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's ’s issuance of the Securities and the Investor's Buyer’s ownership of the Securities.

Application of Takeover Protections. The Company and its board Board of directors Directors have taken or will take prior to the Commencement Date 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 Certificate of Incorporation Charter or the laws of the state place of its incorporation which is or could become applicable to the Investor as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's ’s issuance of the Securities Purchase Shares and the Investor's ’s ownership of the SecuritiesPurchase Shares.

Application of Takeover Protections. The Except as disclosed in the SEC Documents, the Company and its board of directors have taken or will take prior to the Commencement Date 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 Certificate of Incorporation or the laws of the state of its incorporation which is or could become applicable to the Investor as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's issuance of the Securities and the Investor's ownership of the Securities.

Application of Takeover Protections. The Company and its board Board of directors Directors have taken or will take prior to the Commencement Date 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 Certificate Memorandum and Articles of Incorporation Association or the laws of the state of its incorporation which is or could become applicable to the Investor as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's ’s issuance of the Securities and the Investor's ’s ownership of the Securities.

Application of Takeover Protections. The Company and its board of directors have taken or will take prior to the Commencement Date 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 Certificate of Incorporation Company Organizational Documents or the laws of the state of its incorporation BVI Companies Act, which is or could become applicable to the Investor as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's ’s issuance of the Securities and the Investor's ’s ownership of the Securities.

Application of Takeover Protections. The Company and its board Board of directors Directors have taken or will take prior to the Commencement Date 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 Certificate of Incorporation or the laws of the state of its incorporation which is or could become applicable to the Investor as a result of the transactions contemplated by this AgreementAmendment, including, without limitation, the Company's issuance of the Securities and the Investor's ownership of the Securities.

Application of Takeover Protections. The Company and its board of directors have taken or will take prior to the Commencement Date 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 Certificate of Incorporation Company’s constitutive documents or the laws of the state province of its incorporation which is or could become applicable to the Investor Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's ’s issuance of the Securities and the Investor's Buyer’s ownership of the Securities.

Application of Takeover Protections. The Company and its board Board of directors Directors have taken or will take prior to the Commencement Date 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 Certificate of Incorporation or Incorporation, the laws of the state of its incorporation which or otherwise that is or could would become applicable to the Investor as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's ’s issuance of the Securities and the Investor's ’s ownership of the Securities.

Application of Takeover Protections. The Company and its board Board of directors Directors have taken or will take prior to the Commencement Date 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 Certificate Company’s memorandum and articles of Incorporation or association, the laws of the state its jurisdiction of its incorporation or otherwise which is or could would become applicable to the Investor as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's ’s issuance of the Securities and the Investor's ’s ownership of the Securities.

Application of Takeover Protections. The Company and its board of directors have taken or will take prior to the Commencement Date 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 business combination anti-takeover provision under the Certificate of Incorporation or the laws of the state of its incorporation which is or could become applicable to the Investor as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's ’s issuance of the Securities and the Investor's ’s ownership of the Securities.

Application of Takeover Protections. The Company and its board Board of directors Directors have taken or will take prior to the Commencement Date 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 Certificate of Incorporation or Incorporation, the laws of the state of its incorporation or otherwise which is or could would become applicable to the Investor as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's ’s issuance of the Securities and the Investor's ’s ownership of the Securities.

Application of Takeover Protections. The Company and its board Board of directors Directors have taken or will take prior to the Commencement Date all necessary action, if any, in order order, to the extent that they are reasonably able to do so, 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 Certificate Articles of Incorporation Association or the laws of the state jurisdiction of its incorporation organization, which is or could become applicable to the Investor Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's ’s issuance of the Securities and the Investor's Buyer’s ownership of the Securities.

Application of Takeover Protections. The Company and its board of directors have taken or will take prior to the Commencement Date 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 Certificate of Incorporation or the laws of the state of its incorporation which is or could reasonably be expected to become applicable to the Investor as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's issuance of the Securities and the Investor's ownership of the Securities.

Application of Takeover Protections. The Company and its board of directors have taken or will take prior to the Commencement Date 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) or the laws of the its state of its incorporation which that is or could become applicable to the Investor Investors as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's ’s issuance of the Securities Shares and Warrants and the Investor's Investors’ ownership of the SecuritiesShares and Warrants as of the Closing Date.

Application of Takeover Protections. The Company and its board Board of directors Directors have taken or will take prior to the Commencement Closing Date 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 Certificate of Incorporation or the laws of the state of its incorporation which is or could become applicable to the Investor as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's ’s issuance of the Securities and the Investor's ’s ownership of the Securities.