Common use of Section 203 of the Delaware General Corporation Law Clause in Contracts

Section 203 of the Delaware General Corporation Law. The --------------------------------------------------- Board of Directors of the Company has taken all actions so that (a) 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 Voting Agreement or to the consummation of the Merger or the other transactions contemplated by this Agreement. No other "control share acquisition," "fair price" or other anti- takeover laws or regulations enacted under state or federal laws in the United States apply to this Agreement, the Voting Agreement or any of the transactions contemplated hereby.

Section 203 of the Delaware General Corporation Law. The --------------------------------------------------- Board of Directors of the Company has taken all actions so that (a) 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 Voting Agreement or to the consummation of the Merger or the other transactions contemplated by this Agreement. No other "control share acquisition," "fair price" or other anti- anti-takeover laws or regulations enacted under state the laws of the State of Delaware or the federal laws in of the United States apply to this Agreement, the Voting Agreement or any of the transactions contemplated herebyMerger.