Common use of Takeover Statutes and Charter Provisions Clause in Contracts

Takeover Statutes and Charter Provisions. The Acquiror Board has, and represents that it has, and the Acquiror has taken all action necessary so that the restrictions on a “business combination” (as such term is used in Section 203 of the DGCL) contained in Section 203 of the DGCL or any similar restrictions under any foreign Laws will be inapplicable to this Agreement and the transactions contemplated hereby, including the Merger and the issuance of the Merger Consideration. As of the date of the Redomicile and through the Effective Time, no “fair price,” “moratorium,” “control share acquisition” or other anti-takeover statute or similar domestic or foreign Law applies with respect to Acquiror or Merger Sub in connection with this Agreement, the Merger, the issuance of the Merger Consideration or any of the other transactions contemplated hereby. As of the date of the Redomicile and through the Effective Time, there is no stockholder rights plan, “poison pill” or similar anti-takeover agreement or plan in effect to which Acquiror or Merger Sub is subject, party or otherwise bound.

Takeover Statutes and Charter Provisions. The Acquiror Board has, and represents that it has, and the Acquiror has taken all action necessary so that the restrictions on a “business combination” (as such term is used in Section 203 of the DGCL) contained in Section 203 of the DGCL or any similar restrictions under any foreign Laws will be inapplicable to this Agreement and the transactions contemplated hereby, including the Merger and the issuance of the Merger Aggregate Common Stock Consideration and Aggregate Preferred Stock Consideration. As of the date of the Redomicile and through the Effective Timethis Agreement, no “fair price,” “moratorium,” “control share acquisition” or other anti-takeover statute or similar domestic or foreign Law applies with respect to the Acquiror or Merger Sub any of its Subsidiaries in connection with this Agreement, the Merger, the issuance of the Merger Aggregate Common Stock Consideration and Aggregate Preferred Stock Consideration or any of the other transactions contemplated hereby. As of the date of the Redomicile and through the Effective Timethis Agreement, there is no stockholder rights plan, “poison pill” or similar anti-takeover agreement or plan in effect to which the Acquiror or Merger Sub any of its Subsidiaries is subject, party or otherwise bound.

Takeover Statutes and Charter Provisions. The Acquiror Board has, and represents that it has, and the Acquiror has taken all action necessary so that the restrictions on a “"business combination” " (as such term is used in Section 203 of the DGCL) contained in Section 203 of the DGCL or any similar restrictions under any foreign Laws will be inapplicable to this Agreement and the transactions contemplated hereby, including the Merger and the issuance of the Merger Aggregate Common Stock Consideration and Aggregate Preferred Stock Consideration. As of the date of the Redomicile and through the Effective Timethis Agreement, no “"fair price,” “" "moratorium,” “" "control share acquisition” " or other anti-takeover statute or similar domestic or foreign Law applies with respect to the Acquiror or Merger Sub any of its Subsidiaries in connection with this Agreement, the Merger, the issuance of the Merger Aggregate Common Stock Consideration and Aggregate Preferred Stock Consideration or any of the other transactions contemplated hereby. As of the date of the Redomicile and through the Effective Timethis Agreement, there is no stockholder rights plan, “"poison pill” " or similar anti-takeover agreement or plan in effect to which the Acquiror or Merger Sub any of its Subsidiaries is subject, party or otherwise bound.

Takeover Statutes and Charter Provisions. The Effective immediately after the consummation of the Domestication, the Acquiror Board has, and represents that it has, and the Acquiror has taken all action necessary so that the restrictions on a “business combination” (as such term is used in Section 203 of the DGCL) contained in Section 203 of the DGCL or any similar restrictions under any foreign Laws will be inapplicable to this Agreement and the transactions contemplated hereby, including the Merger and the issuance of the Merger Consideration. As of the date of the Redomicile Domestication and through the Effective Time, no “fair price,” “moratorium,” “control share acquisition” or other anti-takeover statute or similar domestic or foreign Law applies with respect to Acquiror or Merger Sub in connection with this Agreement, the Merger, the issuance of the Merger Consideration or any of the other transactions contemplated hereby. As of the date of the Redomicile Domestication and through the Effective Time, there is no stockholder shareholder rights plan, “poison pill” or similar anti-takeover agreement or plan in effect to which Acquiror or Merger Sub is subject, party or otherwise bound.

Takeover Statutes and Charter Provisions. The Acquiror Board has, and represents that it has, and the Acquiror of Directors of DFHT has taken all action necessary so that the restrictions on a “business combination” (as such term is used in Section 203 of the Delaware General Corporation Law (the “DGCL”)) contained in Section 203 of the DGCL or any similar restrictions under any foreign Laws will be inapplicable to this Agreement and the transactions contemplated hereby, including the Merger Business Combination and the issuance of the Merger Closing Date Equity Consideration, the IMC Earnout Shares and CareMax Earnout Shares. As of the date of the Redomicile and through the Effective Timethis Agreement, no “fair price,” “moratorium,” “control share acquisition” or other anti-takeover statute or similar domestic or foreign Law applies with respect to Acquiror DFHT or Merger Sub any of its Subsidiaries in connection with this Agreement, the MergerBusiness Combination, the issuance of the Merger Consideration Closing Date Equity Consideration, IMC Earnout Shares and CareMax Earnout Shares, or any of the other transactions contemplated hereby. As of the date of the Redomicile and through the Effective Timethis Agreement, there is no stockholder rights plan, “poison pill” or similar anti-takeover agreement or plan in effect to which Acquiror DFHT or Merger Sub any of its Subsidiaries is subject, party or otherwise bound.

Takeover Statutes and Charter Provisions. The Acquiror Board has, and represents that it has, and of Directors of the Acquiror has taken all action necessary so that the restrictions on a “business combination” (as such term is used in Section 203 of the DGCL) contained in Section 203 of the DGCL or any similar restrictions under any foreign Laws will be inapplicable to this Agreement and the transactions contemplated hereby, including the Merger Mergers and the issuance of the Aggregate Merger ConsiderationConsideration to the Holder. As of the date of the Redomicile and through the Effective Timethis Agreement, no “fair price,” “moratorium,” “control share acquisition” or other anti-takeover antitakeover statute or similar domestic or foreign Law applies with respect to the Acquiror or Merger Sub any of its Subsidiaries in connection with this Agreement, the MergerMergers, the issuance of the Aggregate Merger Consideration to the Holder or any of the other transactions contemplated hereby. As of the date of the Redomicile and through the Effective Timethis Agreement, there is no stockholder rights plan, “poison pill” or similar anti-takeover antitakeover agreement or plan in effect to which the Acquiror or Merger Sub any of its Subsidiaries is subject, party or otherwise bound.

Takeover Statutes and Charter Provisions. The Acquiror Board has, and represents that it has, and the Acquiror has taken all action necessary so that the restrictions on a “business combination” (as such term is used in Section 203 of the DGCL) contained in Section 203 of the DGCL or any similar restrictions under any foreign Laws will be inapplicable to this Agreement and the transactions contemplated herebyTransactions, including the Merger and the issuance of the Merger Aggregate Closing Common Stock Consideration and the Closing Preferred Stock Consideration. As of the date of the Redomicile and through the Effective Timethis Agreement, no “fair price,” “moratorium,” “control share acquisition” or other anti-takeover statute or similar domestic or foreign Law applies with respect to Acquiror or Merger Sub any of its Subsidiaries in connection with this Agreement, the Merger, the issuance of the Merger Aggregate Closing Common Stock Consideration or the Closing Preferred Stock Consideration or any of the other transactions contemplated herebyTransactions. As of the date of the Redomicile and through the Effective Timethis Agreement, there is no stockholder rights plan, “poison pill” or similar anti-takeover agreement or plan in effect to which Acquiror or Merger Sub any of its Subsidiaries is subject, party or otherwise bound.

Takeover Statutes and Charter Provisions. The Effective immediately after the consummation of the Redomicile, the Acquiror Board has, and represents that it has, and the Acquiror has taken all action necessary so that the restrictions on a “business combination” (as such term is used in Section 203 of the DGCL) contained in Section 203 of the DGCL or any similar restrictions under any foreign Laws will be inapplicable to this Agreement and the transactions contemplated hereby, including the Merger and the issuance of the Merger Consideration. As of the date of the Redomicile and through the Effective Time, no “fair price,” “moratorium,” “control share acquisition” or other anti-takeover statute or similar domestic or foreign Law applies with respect to Acquiror or Merger Sub in connection with this Agreement, the Merger, the issuance of the Merger Consideration or any of the other transactions contemplated hereby. As of the date of the Redomicile and through the Effective Time, there is no stockholder rights plan, “poison pill” or similar anti-takeover agreement or plan in effect to which Acquiror or Merger Sub is subject, party or otherwise bound.

Takeover Statutes and Charter Provisions. The Effective immediately after the consummation of the Domestication, the Acquiror Board has, and represents that it has, and the Acquiror has taken all action necessary so that the restrictions on a “business combination” (as such term is used in Section 203 of the DGCL) contained in Section 203 of the DGCL or any similar restrictions under any foreign Laws will be inapplicable to this Agreement and the transactions contemplated hereby, including the Merger Mergers and the issuance of the Merger Consideration. As of the date of the Redomicile Domestication and through the First Effective Time, no “fair price,” “moratorium,” “control share acquisition” or other anti-takeover statute or similar domestic or foreign Law applies with respect to Acquiror or Merger Sub the Acquiror, parties in connection with this Agreement, the MergerMergers, the issuance of the Merger Consideration or any of the other transactions contemplated herebyTransactions. As of the date of the Redomicile Domestication and through the First Effective Time, there is no stockholder rights plan, “poison pill” or similar anti-takeover agreement or plan in effect to which any of the Acquiror or Merger Sub Parties is subject, party or otherwise bound.

Takeover Statutes and Charter Provisions. The Acquiror Board has, and represents that it has, and the Acquiror has taken all action necessary so that the restrictions on a “business combination” (as such term is used in Section 203 of the DGCL) contained in Section 203 of the DGCL or any similar restrictions under any foreign Laws will be inapplicable to this Agreement and the transactions contemplated hereby, including the Merger and the issuance of the Merger Consideration. As of the date of the Redomicile and through the First Effective Time, no “fair price,” “moratorium,” “control share acquisition” or other anti-takeover statute or similar domestic or foreign Law applies with respect to Acquiror or any Merger Sub in connection with this Agreement, the Merger, the issuance of the Merger Consideration or any of the other transactions contemplated hereby. As of the date of the Redomicile and through the First Effective Time, there is no stockholder rights plan, “poison pill” or similar anti-takeover agreement or plan in effect to which Acquiror or any Merger Sub is subject, party or otherwise bound.

Takeover Statutes and Charter Provisions. The Acquiror Board has, and represents that it has, and the Acquiror has taken all action necessary so that the restrictions on a “business combination” (as such term is used in Section 203 of the DGCL) contained in Section 203 of the DGCL or any similar restrictions under any foreign Laws will be inapplicable to this Agreement and the transactions contemplated herebyTransactions, including the Merger and the issuance of the Aggregate Merger Consideration and the Earnout Consideration. As of the date of the Redomicile this Agreement and through the Effective Time, no “fair price,” “moratorium,” “control share acquisition” or other anti-takeover statute or similar domestic or foreign Law applies with respect to Acquiror or Merger Sub in connection with this Agreement, the Merger, the issuance of the Aggregate Merger Consideration and the Earnout Consideration or any of the other transactions contemplated herebyTransactions. As of the date of the Redomicile this Agreement and through the Effective Time, there is no stockholder rights plan, “poison pill” or similar anti-takeover agreement or plan in effect to which Acquiror or Merger Sub is subject, party or otherwise bound.