Common use of Takeover Provisions Clause in Contracts

Takeover Provisions. Following the date hereof, the Company shall take all reasonable actions to ensure that (i) to the extent permissible under law, no “fair price”, “moratorium”, “control share acquisition” or other form of antitakeover statute or regulation under Delaware law, including Section 203 of the DGCL, or other state law in which the Company may become incorporated, (ii) no anti-takeover provision in the Organizational Documents of the Company or other similar organizational documents of its Subsidiaries, and (iii) no shareholder rights plan, “poison pill” or similar measure, is applicable to a Purchaser’s ownership of the Securities or the purchase of Securities pursuant to the terms of this Agreement (each a “Takeover Provision”). If any Takeover Provision shall become applicable to a Purchaser or the transactions contemplated hereby, including, without limitation, as a result of the conversion of the Series A Preferred Stock into Common Stock or pursuant to the exercise of the rights provided for in Section 5.1, the Company and the Board shall grant such approvals and take such actions as are necessary so that the transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated hereby and otherwise act to eliminate the effects of such Takeover Provisions on each Purchaser and the transactions contemplated hereby.

Takeover Provisions. Following the date hereof, the Company shall take all reasonable actions to ensure that (i) to the extent permissible under law, no “fair price”, “moratorium”, “control share acquisition” or other form of antitakeover statute or regulation under Delaware law, including Section 203 of the DGCL, or other state law in which the Company may become incorporated, (ii) no anti-takeover provision in the Organizational Documents of the Company or other similar organizational documents of its Subsidiaries, and (iii) no shareholder rights plan, “poison pill” or similar measure, is applicable to a Purchaser’s ownership of the Securities or the purchase of Securities pursuant to the terms of this Agreement (each a “Takeover Provision”). If any Takeover Provision shall become applicable to a Purchaser or the transactions contemplated hereby, including, without limitation, as a result of the conversion of the Series A Preferred Stock into Common Stock or pursuant to the exercise of the rights provided for in Section 5.15.4, the Company and the Board shall grant such approvals and take such actions as are necessary so that the transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated hereby and otherwise act to eliminate the effects of such Takeover Provisions on each Purchaser and the transactions contemplated hereby.

Takeover Provisions. Following the date hereof, the Company shall take all reasonable actions to ensure that (i) to the extent permissible under law, no “fair price”, ,” “moratorium”, ,” “control share acquisition” or other form of antitakeover statute or regulation under Delaware law, including Section 203 of the DGCL, Applicable Law or other state or provincial law in which the Company may become incorporated, (ii) no anti-takeover provision in the Company Organizational Documents of the Company or other similar organizational documents of its SubsidiariesDocuments, and (iii) no shareholder rights plan, “poison pill” or similar measure, in each case that contains restrictions that are different from or in addition to those contained in Sections 5.1 and 5.2 (including with respect to the time periods specified in Section 5.1), is applicable to a Purchaser’s ownership of the Securities Units or the purchase of Securities Units, pursuant to the terms of this Agreement (including with respect to the exercise by the Purchasers of their preemptive rights) (each a “Takeover Provision”). If any Takeover Provision shall become applicable to a Purchaser or the transactions contemplated hereby, including, without limitation, as a result of the conversion of the Series A Preferred Stock Warrants into Common Stock Shares or pursuant to the exercise of the rights provided for in Section 5.1Sections 5.1 through 5.4, the Company and the Board shall grant such approvals and take such actions as are necessary and permissible under Applicable Laws so that the transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated hereby and otherwise act to eliminate the effects of such Takeover Provisions on each Purchaser and the transactions contemplated hereby.

Takeover Provisions. Following the date hereof, the Company shall take all reasonable actions to ensure that (i) to the extent permissible under law, no “fair price”, “moratorium”, “control share acquisition” or other form of antitakeover statute or regulation under Delaware law, including Section 203 of the DGCL, or other state law in which the Company may become incorporated, (ii) no anti-takeover provision in the Organizational Documents of the Company or other similar organizational documents of its Subsidiaries, and (iii) no shareholder rights plan, “poison pill” or similar measure, in each case that contains restrictions that are different from or in addition to those contained in Sections 5.1 and 5.2 (including with respect to the time periods specified in Section 5.1), is applicable to a Purchaser’s ownership of the Securities or the purchase of Securities Securities, including additional Series A Preferred, pursuant to the terms of this Agreement (each a “Takeover Provision”). If any Takeover Provision shall become applicable to a Purchaser or the transactions contemplated hereby, including, without limitation, as a result of the conversion of the Series A Preferred Stock into Common Stock or pursuant to the exercise of the rights provided for in Section 5.1Sections 5.1 through 5.4, the Company and the Board shall grant such approvals and take such actions as are necessary so that the transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated hereby and otherwise act to eliminate the effects of such Takeover Provisions on each Purchaser and the transactions contemplated hereby.