Common use of Takeover Statutes Clause in Contracts

Takeover Statutes. The board of directors of the Company has taken all necessary action to ensure that the restrictions on business combinations contained in Section 203 of the DGCL will not apply to this Agreement, the Merger or the other transactions contemplated by this Agreement, including by approving this Agreement, the Merger and the other transactions contemplated by this Agreement. No other “fair price”, “moratorium”, “control share acquisition” or other similar anti-takeover laws (“Takeover Statutes”) apply or purport to apply to this Agreement, the Merger or any of the other transactions contemplated by this Agreement.

Takeover Statutes. The board of directors of the Company has taken all necessary action to ensure that the restrictions on business combinations contained in Section 203 of the DGCL will not apply to this Agreement, the Merger or the other transactions expressly contemplated by this Agreement, including by approving this Agreement, the Merger and the other transactions contemplated by this Agreement. No To the Knowledge of the Company, no other so-called “fair price”, ,” “moratorium”, ,” “control share acquisition” or other similar state anti-takeover laws (“Takeover Statutes”) Laws apply or purport to apply to this Agreement, the Merger or any of the other transactions expressly contemplated by this Agreement.

Takeover Statutes. The board of directors of the Company has taken all necessary action to ensure actions so that the restrictions on applicable to business combinations contained in Section 203 of the DGCL are, and will not apply be, inapplicable to the execution, delivery and performance of this Agreement, Agreement and to the Merger or consummation of the other transactions contemplated by this Agreement, including by approving this Agreement, the Merger and the other transactions contemplated by this Agreement. No other “fair price”, ,” “moratorium”, ,” “control share acquisition,” “interested stockholder” or other similar anti-takeover laws (“Takeover Statutes”) apply statute or purport to apply regulation would restrict, prohibit or otherwise be applicable with respect to this Agreement, Agreement and the Merger or any of the other transactions contemplated by this Agreementherein and therein (including the Merger).

Takeover Statutes. The board of directors of the Company has taken all necessary action to ensure actions so that the restrictions on applicable to business combinations contained in Section 203 of the DGCL are, and will not apply be, inapplicable to the execution, delivery and performance of this Agreement, Agreement and to the Merger or consummation of the other transactions contemplated by this Agreement, including by approving this Agreement, the Merger and the other transactions contemplated by this Agreement. No other “fair price”, ,” “moratorium”, ,” “control share acquisition,” “interested stockholder” or other similar anti-takeover laws (“Takeover Statutes”) apply statute or purport to apply regulation would restrict, prohibit or otherwise be applicable with respect to this Agreement, Agreement and the Merger or any of the other transactions contemplated by this Agreementherein and therein (including the Offer and the Merger).

Takeover Statutes. The board of directors of the Company Board has taken all necessary action to ensure actions so that the restrictions on business combinations contained in Section 203 of the DGCL applicable to a “business combination” (as defined in such Section 203), and any other similar applicable law, will not apply to this Agreement, Parent during the Merger or the other transactions contemplated by pendency of this Agreement, including by approving the execution, delivery or performance of this Agreement, Agreement and the consummation of the Merger and the other transactions contemplated by this Agreement. No other “fair price”, “moratorium”, “control share acquisition” or other similar anti-takeover laws (“Takeover Statutes”) apply or purport to apply to this Agreement, the Merger or any of the other transactions contemplated by this Agreementhereby and thereby.

Takeover Statutes. The board of directors of the Company Board has taken all necessary action to ensure actions so that the restrictions on business combinations contained in Section 203 of the DGCL applicable to a "business combination" (as defined in such Section 203), and any other similar applicable law, will not apply to this Agreement, Parent during the Merger or the other transactions contemplated by pendency of this Agreement, including by approving the execution, delivery or performance of this Agreement, Agreement and the consummation of the Merger and the other transactions contemplated by this Agreement. No other “fair price”, “moratorium”, “control share acquisition” or other similar anti-takeover laws (“Takeover Statutes”) apply or purport to apply to this Agreement, the Merger or any of the other transactions contemplated by this Agreementhereby and thereby.

Takeover Statutes. The board Board of directors Directors of the Company has taken all necessary action to ensure actions so that the restrictions on business combinations contained in Section 203 of the DGCL will applicable to a “business combination” (as defined in such Section 203), and any other similar Legal Requirement, shall not apply to the execution, delivery or performance of this Agreement, the Company Stockholder Voting Agreements or the consummation of the First Merger or the other transactions contemplated by this Agreement, including by approving this Agreement, the Merger Agreement and the other transactions contemplated by this Agreement. No other “fair price”, “moratorium”, “control share acquisition” or other similar anti-takeover laws (“Takeover Statutes”) apply or purport to apply to this Agreement, the Merger or any of the other transactions contemplated by this AgreementCompany Stockholder Voting Agreements.

Takeover Statutes. The board of directors of the Company Board has taken all necessary action to ensure actions so that the restrictions on business combinations contained in Section 203 of the DGCL applicable to a "business combination" (as defined in such Section 203), and any other similar Applicable Law, will not apply to Parent or Acquisition with respect to the execution, delivery or performance of this Agreement, Agreement and the Merger or the other transactions contemplated by this Agreement, including by approving this Agreement, consummation of the Merger and the other transactions contemplated by this Agreement. No other “fair price”, “moratorium”, “control share acquisition” or other similar anti-takeover laws (“Takeover Statutes”) apply or purport to apply to this Agreement, the Merger or any of the other transactions contemplated by this Agreementhereby.

Takeover Statutes. The board Board of directors Directors of the Company has taken all the necessary action to ensure that render the restrictions on business combinations contained in Section 203 of the DGCL will not apply inapplicable to this Agreement, Agreement and the Merger or the other transactions contemplated by this Agreementhereby. To the knowledge of the Company, including by approving this Agreementexcept for Section 203 of the DGCL, the Merger and the other transactions contemplated by this Agreement. No other “fair price”, “moratorium”, “control share acquisition” or other similar no state anti-takeover laws (“Takeover Statutes”) apply or purport to apply law is applicable to this Agreement, the Merger Agreement or any of the other transactions contemplated by this Agreementhereby.

Takeover Statutes. The board of directors of the Company Board has taken all necessary action action, including, without limitation, the approval of this Agreement, the Merger, and the Transactions, to ensure that the restrictions on business combinations contained in Section 203 of the DGCL will not apply to this Agreement, the Merger or the other transactions contemplated by this Agreement, including by approving this Agreement, the Merger and the other transactions contemplated by this AgreementTransactions. No other “fair price”, “moratorium”, “control share acquisition” or other similar anti-takeover laws (“Takeover Statutes”) Statutes apply or purport to apply to this Agreement, the Merger Merger, or any of the other transactions contemplated by this AgreementTransactions.

Takeover Statutes. The board Its Board of directors of the Company Directors has taken all necessary action to ensure approve the transactions contemplated by this Agreement such that the restrictions on business combinations contained in under Section 203 of the DGCL will shall not apply to this Agreementsuch transactions. No "fair price," "moratorium," "control share acquisition" or other similar antitakeover statute or regulation (each, an "Takeover Statute") is applicable to it, the Shares, the Merger Consideration, the Merger, this Agreement or the other transactions contemplated by this Agreement, including by approving this Agreement, the Merger and the other transactions contemplated by this Agreement. No other “fair price”, “moratorium”, “control share acquisition” or other similar anti-takeover laws (“Takeover Statutes”) apply or purport to apply to this Agreement, the Merger or any of the other transactions contemplated by this Agreement.

Takeover Statutes. The board of directors Assuming the accuracy of the representations and warranties set forth in Section 5.24, the Company Board has taken all action necessary action to ensure that render inapplicable to the Merger the restrictions on business combinations contained in Section 203 of the DGCL will not apply DGCL. No other “business combination,” “control share acquisition,” “fair price,” “moratorium” or other takeover or anti-takeover statute or similar federal or state Law (collectively, “Takeover Statutes”) are applicable to this Agreement, the Merger Mergers or the other transactions contemplated by this Agreement, including by approving this Agreement, the Merger and the other transactions contemplated by this Agreement. No other “fair price”, “moratorium”, “control share acquisition” or other similar anti-takeover laws (“Takeover Statutes”) apply or purport to apply to this Agreement, the Merger or any of the other transactions contemplated by this Agreement.

Takeover Statutes. The board of directors of the Company Board has taken all necessary appropriate action to ensure so that the restrictions on business combinations contained in Section 203 of the DGCL will not apply to this Agreementwith respect to, or as a result of, the Merger execution of this Agreement or the other consummation of the transactions contemplated by this Agreement, including by approving this Agreement, the Merger and the other transactions contemplated by this Agreementhereby. No other “fair price”, ,” “moratorium”, ,” “control share acquisition” or other similar anti-takeover laws (“Takeover Statutes”) apply antitakeover statute or purport regulation enacted under any Laws applicable to apply to this Agreement, the Merger Company or any of its subsidiaries is applicable to this Agreement or the other transactions contemplated by this Agreementhereby, including the Merger.

Takeover Statutes. The board Board of directors Directors of the Company has taken all necessary action to ensure so that the restrictions on business combinations contained in Section 203 of the DGCL that otherwise could be applicable to the Parent, and any other similar Legal Requirement, will not apply to the execution, delivery or performance of this Agreement, Agreement and the Merger or consummation of the other transactions contemplated by this Agreement, including by approving this Agreement, Offer and the Merger and the other transactions contemplated by this Agreement. No other “fair price”, “moratorium”, “control share acquisition” or other similar anti-takeover laws (“Takeover Statutes”) apply or purport to apply to this Agreement, the Merger or any of the other transactions contemplated by this Agreementhereby.

Takeover Statutes. The As of the date hereof and at all times on or prior to the Effective Time, the board of directors of the Company has taken and will take all necessary action to ensure actions so that the restrictions on applicable to business combinations contained in Section 203 of the DGCL are, and will not apply be, inapplicable to the execution, delivery and performance of this Agreement, Agreement and to the Merger or the other transactions contemplated by this Agreement, including by approving this Agreement, consummation of the Merger and the other transactions contemplated by this Agreement. No other “fair price”, “moratorium”, “control share acquisition” or other similar anti-takeover laws (“Takeover Statutes”) apply or purport to apply to this Agreement, the Merger or any of the other transactions contemplated by this Agreement.

Takeover Statutes. The board of directors of the Company Board has taken all necessary action to ensure actions so that the restrictions on applicable to business combinations contained in Section 203 of the DGCL will not apply are inapplicable to the execution, delivery and performance of this Agreement, Agreement and to the Merger or consummation of the other transactions contemplated by this Agreement, including by approving this AgreementOffer, the Merger and the other transactions contemplated by this AgreementTransactions. No other To the Knowledge of the Company, no “moratorium,” “fair price”, ,” “moratorium”, business combination,” “control share acquisition” or other similar provision of any state anti-takeover laws Law (collectively, “Takeover StatutesLaws”) apply or purport to apply is applicable to this Agreement, Agreement or the Merger or any of the other transactions contemplated by this Agreementtender and support agreements.

Takeover Statutes. The board Board of directors Directors of the Company has taken all necessary action to ensure approve the transactions contemplated by this Agreement such that the restrictions on business combinations contained in under Section 203 of the DGCL will shall not apply to this Agreementsuch transactions. No other "fair price", "moratorium", -20- 21 "control share acquisition" or other similar antitakeover statute or regulation (each a "Takeover Statute") is applicable to the Company, the Shares, the Offer, the Merger or the other transactions contemplated by this Agreement, including by approving this Agreement, the Merger and the other transactions contemplated by this Agreement. No other “fair price”, “moratorium”, “control share acquisition” thereby or other similar anti-takeover laws (“Takeover Statutes”) apply or purport to apply to this Agreement, the Merger or any of the other transactions contemplated by this Agreementhereby.

Takeover Statutes. The board of directors of the Company Board has taken all necessary appropriate action to ensure so that the restrictions on business combinations contained in Section 203 of the DGCL will not apply to this Agreementwith respect to, or as a result of, the Merger execution of this Agreement or the other consummation of the transactions contemplated by this Agreement, including by approving this Agreement, the Merger and the other transactions contemplated by this Agreementhereby. No other “fair price”, ,” “moratorium”, ,” “control share acquisition” or other similar anti-takeover laws (“Takeover Statutes”) apply antitakeover statute or purport regulation enacted under any Laws applicable to apply to this Agreement, the Merger Company or any of its subsidiaries is applicable to this Agreement or the other transactions contemplated by this Agreementhereby, including the Mergers.

Takeover Statutes. The board of directors of the Company Board has taken all necessary action to ensure that the restrictions on business combinations contained in Section 203 of the DGCL will not apply to this Agreement, the Voting Agreement, the Merger or the other transactions contemplated by this Agreement, including by approving this Agreement, the Merger and the other transactions contemplated by this Agreement. No other “fair price”, “moratorium”, “control share acquisition” or other similar anti-takeover laws (“Takeover Statutes”) apply or purport to apply to this Agreement, the Merger or any of the other transactions contemplated by this Agreement.

Takeover Statutes. The board Board of directors of the Company Directors has taken all necessary action to ensure approve the transactions contemplated by this Agreement such that the restrictions on business combinations contained transactions with "interested stockholders" set forth in Section 203 of the DGCL will shall not apply to this Agreementsuch transactions. No other state or federal "fair price", "moratorium", "control share acquisition" or other similar antitakeover statute or regulation (each a "Takeover Statute") is applicable to the Company, the Shares, the Offer, the Merger or the other transactions contemplated by this Agreement, including by approving this Agreement, the Merger and the other transactions contemplated by this Agreementthereby or hereby. No other “fair price”, “moratorium”, “control share acquisition” or other similar anti-takeover laws (“Takeover Statutes”) apply or purport to apply to this Agreement, the Merger or any of the other transactions contemplated by this Agreement.9

Takeover Statutes. The board of directors of the Company Board has taken all necessary action to ensure actions so that the restrictions on business combinations contained in Section 203 of the DGCL applicable to a “business combination” (as defined in such Section 203), and any other similar Applicable Law, will not apply to Buyer or Sub with respect to the execution, delivery or performance of this Agreement, Agreement and the Merger or the other transactions contemplated by this Agreement, including by approving this Agreement, consummation of the Merger and the other transactions contemplated by this Agreement. No other “fair price”, “moratorium”, “control share acquisition” or other similar anti-takeover laws (“Takeover Statutes”) apply or purport to apply to this Agreement, the Merger or any of the other transactions contemplated by this Agreementhereby.

Takeover Statutes. The board of directors of the Company has taken all necessary action to ensure that the restrictions on business combinations contained in Section 203 of the DGCL will not apply to this Agreement, the Merger or the other transactions contemplated by this Agreement, including by approving this Agreement, the Merger and the other transactions contemplated by this Agreement. No To the knowledge of the Company, no other “so-called "fair price”, “," "moratorium”, “," "control share acquisition” " or other similar state anti-takeover laws (“"Takeover Statutes”") apply or purport to apply to this Agreement, the Merger or any of the other transactions contemplated by this Agreement.

Takeover Statutes. The board Board of directors Directors of the Company has taken all necessary action to ensure actions so that the restrictions on business combinations 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, Agreement and the Merger or the other transactions contemplated by this Agreement, including by approving this Agreement, consummation of the Merger and the other transactions contemplated by this Agreementhereby. No To the knowledge of the Company, no other “fair price”, “moratorium”, “control share acquisition” state or other similar anti-foreign takeover laws (“Takeover Statutes”) apply or purport to statutes apply to this Agreement, the Merger or any of the other transactions contemplated by this Agreement.

Takeover Statutes. The board Prior to the date of directors of this Agreement, the Company Board has taken all action necessary action to ensure so that the restrictions on business combinations contained set forth in Section 203 of the DGCL applicable to “business combinations” (as such term is defined in Section 203 of the DGCL) are and will not apply be, inapplicable to the execution and delivery of and the performance under this Agreement, Agreement and the Merger or the other transactions contemplated by this AgreementAgreement and will not restrict, including by approving this Agreementimpair or delay the ability of Parent or Merger Sub to vote or otherwise exercise all rights as a stockholder of the Company and no other Takeover Statute is applicable to the Company, the Merger and Shares or the other transactions contemplated by this Agreement. No other “fair price”, “moratorium”, “control share acquisition” or other similar anti-takeover laws (“Takeover Statutes”) apply or purport to apply to this Agreement, the Merger or any of the other transactions contemplated by this Agreement.

Takeover Statutes. The board of directors of the Company Board has taken all necessary action to ensure actions so that the restrictions on business combinations contained in Section 203 of the DGCL DGCL, and any other similar Legal Requirement, will not apply to this Agreement, Parent or Purchaser during the Merger or the other transactions contemplated by pendency of this Agreement, including by approving the execution, delivery or performance of this Agreement, the Merger Agreement and the other transactions contemplated by this Agreement. No other “fair price”, “moratorium”, “control share acquisition” or other similar anti-takeover laws hereby (“Takeover Statutes”) apply or purport to apply to this Agreement, including the Merger or any Offer and the consummation of the other transactions contemplated by this AgreementMerger).

Takeover Statutes. The board Board of directors Directors of the Company has taken all necessary action to ensure that the restrictions on business combinations or stockholdings contained in Section 203 of the DGCL will not apply to this Agreement, the Voting Agreement, the Merger or the other transactions contemplated by this Agreement, including by approving this Agreement, the Voting Agreement, the Merger and the other transactions contemplated by this Agreement. No other “fair price”, “moratorium”, “control share acquisition” or other similar anti-takeover laws (“Takeover Statutes”) apply or purport to apply to this Agreement, the Merger or any of the other transactions contemplated by this Agreement.

Takeover Statutes. The board of directors of the Company Board has taken all necessary action to ensure actions so that the restrictions on business combinations contained in Section 203 of the DGCL applicable to a “business combination” (as defined in such Section 203), and any other similar Law, will not apply to the execution, delivery or performance of this Agreement, Agreement and the Merger or the other transactions contemplated by this Agreement, including by approving this Agreement, consummation of the Merger and the other transactions contemplated by this Agreement. No other “fair price”, “moratorium”, “control share acquisition” or other similar anti-takeover laws (“Takeover Statutes”) apply or purport to apply to this Agreement, the Merger or any of the other transactions contemplated by this Agreementhereby.

Takeover Statutes. The board Company's Board of directors of the Company Directors has taken all necessary action to ensure approve the transactions contemplated by this Agreement such that the restrictions on business combinations contained in under Section 203 of the DGCL will shall not apply to this Agreementsuch transactions. No "fair price," "moratorium," "control share acquisition" or other similar anti-takeover statute or regulation (each, a "Takeover Statute") is applicable to the Company, the Shares, the Merger Consideration, the Merger, this Agreement or the other transactions contemplated by this Agreement, including by approving this Agreement, the Merger and the other transactions contemplated by this Agreement. No other “fair price”, “moratorium”, “control share acquisition” or other similar anti-takeover laws (“Takeover Statutes”) apply or purport to apply to this Agreement, the Merger or any of the other transactions contemplated by this Agreement.

Takeover Statutes. The board of directors of the Company Board has taken all actions necessary action to ensure so that the restrictions on business combinations contained in Section 203 of the DGCL will applicable to a “business combination” (as defined in Section 203) shall not apply to this Agreement, the Merger or the other transactions contemplated by this AgreementAgreement including the issuance of the Shares to the Purchaser and, including by approving this Agreementto Company’s Knowledge, the Merger and the other transactions contemplated by this Agreement. No no other “fair price”, “moratorium”, “control share acquisition” or other similar anti-takeover laws law (collectively, “Takeover StatutesLaws”) apply or purport are applicable to apply to this Agreement, transactions between Purchaser and the Merger or any of the other transactions contemplated by this AgreementCompany.

Takeover Statutes. The board of directors of the Company Board has taken all necessary action action, including the approval of this Agreement, the Merger, and the Transactions, to ensure that the restrictions on business combinations contained in Section 203 of the DGCL will not apply to this Agreement, the Merger or the other transactions contemplated by this Agreement, including by approving this Agreement, the Merger and the other transactions contemplated by this AgreementTransactions. No other so-called “fair price”, ,” “moratorium”, ,” “control share acquisition” or other similar anti-takeover laws (“Takeover Statutes”) apply or purport to apply to this Agreement, the Merger Merger, or any of the other transactions contemplated by this AgreementTransactions.

Takeover Statutes. The board Board of directors of the Company Directors has taken all necessary action to ensure approve the transactions contemplated by this Agreement such that the restrictions on business combinations contained transactions with "interested stockholders" set forth in Section 203 of the DGCL will shall not apply to this Agreementsuch transactions. No other state or federal "fair price", "moratorium", "control share acquisition" or other similar antitakeover statute or regulation (each a "Takeover Statute") is applicable to the Company, the Shares, the Offer, the Merger or the other transactions contemplated by this Agreement, including by approving this Agreement, the Merger and the other transactions contemplated by this Agreement. No other “fair price”, “moratorium”, “control share acquisition” thereby or other similar anti-takeover laws (“Takeover Statutes”) apply or purport to apply to this Agreement, the Merger or any of the other transactions contemplated by this Agreementhereby.

Takeover Statutes. The board of directors of the Company has taken all necessary action to ensure actions so that the restrictions on business combinations contained set forth in Section 203 of the DGCL will and any other similar applicable Law are not apply applicable to this AgreementAgreement and the transactions contemplated hereby. No other “fair price,” “moratorium,” “control share acquisition” or other similar anti-takeover statute or regulation (each, including Section 203 of the DGCL, a “Takeover Statute”) or any anti-takeover provision in the Company’s certificate of incorporation or bylaws is applicable to the Company, the Shares, the Merger or the other transactions contemplated by this Agreement, including by approving this Agreement, the Merger and the other transactions contemplated by this Agreement. No other “fair price”, “moratorium”, “control share acquisition” or other similar anti-takeover laws (“Takeover Statutes”) apply or purport to apply to this Agreement, the Merger or any of the other transactions contemplated by this Agreement.

Takeover Statutes. The board of directors of the Company has taken all necessary action to ensure that the restrictions on business combinations contained in Section 203 of the DGCL will not apply to this Agreement, the Company Merger or the other transactions contemplated by this Agreement, including by approving this Agreement, the Company Merger and the other transactions contemplated by this Agreement. No other “fair price”, “moratorium”, “control share acquisition” or other similar anti-takeover laws (“Takeover Statutes”) statutes apply or purport to apply to this Agreement, the Company Merger, the Partnership Merger or any of the other transactions contemplated by this Agreement.

Takeover Statutes. The board of directors of the Company Board has taken all necessary action to ensure such that the restrictions on business combinations contained in Section 203 of the DGCL will does not apply to this Agreement, the Voting Agreement, the Merger or the other transactions contemplated by this Agreement, including by approving this Agreement, Agreement or the Merger and the other transactions contemplated by this Voting Agreement. No other “fair price”, “moratorium”, “control share acquisition” or other similar anti-takeover laws (“Takeover Statutes”) statutes apply or purport to apply to this Agreement, the Voting Agreement, the Merger or any of the other transactions contemplated by this Agreement or the Voting Agreement.

Takeover Statutes. The board Board of directors Directors of the Company has taken all action necessary action to ensure that the any restrictions on business combinations contained in Section 203 of the DGCL will not apply to this Agreementthe Merger. No "fair price," "moratorium," "control share acquisition" or other similar anti-takeover statute or regulation or any anti-takeover provision in the Company's certificate of incorporation or bylaws is, or at the Effective Time will be, applicable to the Company, the shares of Company Capital Stock, the Merger or the other transactions contemplated by this Agreement, including by approving this Agreement, the Merger and the other transactions contemplated by this Agreement. No other “fair price”, “moratorium”, “control share acquisition” or other similar anti-takeover laws (“Takeover Statutes”) apply or purport to apply to this Agreement, the Merger or any of the other transactions contemplated by this Agreement.

Takeover Statutes. The board Board of directors Directors of the Company has taken all necessary action action, including, without limitation, approval of this Agreement, the Merger and the voting agreements referenced in the Recitals hereto, and the transactions contemplated thereby, to ensure that the restrictions on business combinations contained in Section 203 of the DGCL will not apply to this Agreement, the Merger or such voting agreements or the other transactions contemplated by this Agreement, including by approving this Agreement, the Merger and the other transactions contemplated by this Agreementthereby. No other “fair price”, “moratorium”, “control share acquisition” takeover or other similar anti-takeover laws (“Takeover Statutes”) apply statute applies or purport purports to apply to this Agreement, the Merger Merger, such voting agreements or any of the other transactions contemplated by this Agreementthereby.

Takeover Statutes. The Company’s board of directors of the Company has taken all actions necessary action to ensure that the restrictions on applicable to business combinations contained in Section 203 of the DGCL will not apply are inapplicable to the execution, delivery and performance of this Agreement, Agreement and the Merger or Escrow Agreement and to the other transactions contemplated by this Agreement, including by approving this Agreement, consummation of the Merger and the other transactions contemplated by this Agreementhereby and thereby. No As of the date thereof, no other “fair price”, “moratorium”, “control share acquisition” Takeover Statute applies to or other similar anti-takeover laws (“Takeover Statutes”) apply or purport purports to apply to the Merger, this Agreement, Agreement and the Merger Escrow Agreement or any of the other transactions contemplated by this Agreementhereby and thereby.

Takeover Statutes. The board of directors of the Company Board has taken all necessary action to ensure that the restrictions on business combinations contained in Section 203 of the DGCL and any other “moratorium”, “control share acquisition”, “business combination”, “fair price” or other form of anti-takeover Laws (collectively, “Takeover Statutes”) or regulation that may purport to be applicable will not apply to this Agreement, the Voting Agreement, the Merger or the other transactions contemplated by this Agreement, including by approving this Agreement, the Merger and the other transactions contemplated by this Agreement. No other “fair price”, “moratorium”, “control share acquisition” or other similar anti-takeover laws (“Takeover Statutes”) apply or purport to apply to this Agreement, the Merger or any of the other transactions contemplated by this Agreement.

Takeover Statutes. The board of directors of the Company has taken all necessary action to ensure that the restrictions on business combinations contained in Section 203 of the DGCL will not apply to this Agreement, the Merger or the other transactions contemplated by this Agreement, including by approving this Agreement, the Merger and the other transactions contemplated by this Agreement. No Except as set forth in Section 4.8(d) of the Company Disclosure Letter, no other “fair price”, “moratorium”, “control share acquisition” or other similar anti-takeover laws (“Takeover Statutes”) Statutes apply or purport to apply to this Agreement, the Merger or any of the other transactions contemplated by this Agreement.

Takeover Statutes. The board of directors of the Company has taken all necessary action to ensure that the restrictions on business combinations contained in Section 203 of the DGCL will not apply to this Agreement, the Merger or the other transactions expressly contemplated by this Agreement, including by approving this Agreement, the Merger and the other transactions expressly contemplated by this Agreement. No To the Knowledge of the Company, no other so-called “fair price”, ,” “moratorium”, ,” “control share acquisition” or other similar state anti-takeover laws Laws (“Takeover Statutes”) apply or purport to apply to this Agreement, the Merger or any of the other transactions expressly contemplated by this Agreement.

Takeover Statutes. The board Company Board of directors of the Company Directors has taken all necessary action to ensure so that the entry into this Agreement, and the consummation of the Transactions shall be exempted from the “business combination” restrictions on business combinations contained in of Section 203 of the DGCL will not apply to this Agreement, the Merger or the other transactions contemplated by this Agreement, including by approving this Agreement, the Merger and the other transactions contemplated by this AgreementDGCL. No other “fair price”, ,” “moratorium”, ,” “control share acquisition” or other similar anti-takeover laws (statute or regulation, including, without limitation, the “Takeover Statutes”) apply business combination” restrictions of Section 203 of the DGCL, or purport any applicable anti-takeover provision in the Certificate of Incorporation and Bylaws of the Company is, or at the Effective Time will be, applicable to apply to this Agreement, the Merger or any of the other transactions contemplated by this AgreementTransactions.

Takeover Statutes. The board of directors of the Company Board has taken all necessary action to ensure that the restrictions on business combinations contained in Section 203 of the DGCL will not apply to this Agreement, the Merger or the other transactions contemplated by this Agreement, including by approving this Agreement, the Merger and the other transactions contemplated by this Agreement. No To the Knowledge of the Company, no other “fair price”, ,” “moratorium”, ,” “control share acquisition” or other similar state anti-takeover laws (“Takeover Statutes”) apply or purport to apply to this Agreement, the Merger or any of the other transactions contemplated by this Agreement.

Takeover Statutes. The board of directors of the Company Board has taken all necessary action to ensure actions so that the restrictions on business combinations contained set forth in Section 203 of the DGCL and any other similar applicable “anti-takeover” law will not apply be applicable to this Agreement, the Merger Agreement or the other transactions contemplated by this Agreement, including by approving this Agreement, the Merger and the other transactions contemplated by this AgreementMerger. No other “fair price”, ,” “moratorium”, ,” “control share acquisition” or other similar anti-takeover antitakeover statute or regulation enacted under any laws (“Takeover Statutes”) apply or purport applicable to apply Company Entities is applicable to this Agreement, Agreement or the Merger or any of the other transactions contemplated by this AgreementMerger.