Common use of Application of Takeover Protections Clause in Contracts

Application of Takeover Protections. The Company and the Board of Directors have taken 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 its state of incorporation that is or could become applicable to the Purchaser as a result of the Purchaser’s and the Company’s fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the Purchaser’s ownership of the Securities.

Application of Takeover Protections. The Company and the Board of Directors have taken 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 articles of incorporation incorporation, as amended (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchaser Purchasers as a result of the Purchaser’s Purchasers and the Company’s Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the Purchaser’s Purchasers’ ownership of the Securities.

Application of Takeover Protections. The Except as set forth on Schedule 3.1(w), the Company and the Board of Directors have taken 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 its state of incorporation that is or could become applicable to the Purchaser Purchasers as a result of the Purchaser’s Purchasers and the Company’s Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the Purchaser’s Purchasers’ ownership of the Securities.

Application of Takeover Protections. The Company and the Board of Directors have taken all necessary action, if any, subject to applicable law, 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 anti‑takeover provision under the Company’s certificate articles of incorporation association (or similar charter documents) or the laws of its state jurisdiction of incorporation that is or could become applicable to the Purchaser Purchasers as a result of the Purchaser’s Purchasers and the Company’s Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the Purchaser’s Purchasers’ ownership of the Securities.

Application of Takeover Protections. The Company and the its Board of Directors have taken 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 's Certificate of incorporation Incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchaser as a result of the Purchaser’s Purchaser and the Company’s Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s 's issuance of the Securities and the Purchaser’s 's ownership of the Securities.

Application of Takeover Protections. The Company and the Board of Directors have taken 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 its state of incorporation that is or could become applicable to the Purchaser Purchasers as a result of the Purchaser’s Purchasers and the Company’s Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the Purchaser’s Warrant Shares and the Purchasers’ ownership of the SecuritiesSecurities and the Warrant Shares.

Application of Takeover Protections. The Company and the Board of Directors have taken 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 its state or jurisdiction of incorporation that is or could become applicable to the Purchaser Purchasers as a result of the Purchaser’s Purchasers and the Company’s Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the Purchaser’s Purchasers’ ownership of the Securities.

Application of Takeover Protections. The Company and the Board of Directors have taken 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 rights agreement) or other similar anti-takeover provision under the Company’s certificate of incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchaser Purchasers as a result of the Purchaser’s Purchasers and the Company’s Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the Purchaser’s Purchasers’ ownership of the Securities.

Application of Takeover Protections. The Company and the Board of Directors have taken 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 articles of incorporation incorporation, as amended (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchaser Purchasers as a result of the Purchaser’s Purchasers and the Company’s Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities Shares and the Purchaser’s Purchasers’ ownership of the SecuritiesShares.

Application of Takeover Protections. The Company and the Board of Directors have taken 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 articles of incorporation (or similar charter documents) as amended or the laws of its state of incorporation that is or could become applicable to the Purchaser Purchasers as a result of the Purchaser’s Purchasers and the Company’s Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the Purchaser’s Purchasers’ ownership of the Securities.

Application of Takeover Protections. The Company and the its Board of Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (other than with respect to that certain Shareholder Rights Agreement dated as of December 28, 2009, between the Company and Computershare Trust Company, N.A., a federally chartered trust company as Rights Agent) (including any distribution under a rights agreement) ), or other similar anti-takeover provision under pursuant to the Company’s certificate Articles of incorporation Incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchaser Purchasers as a result of the Purchaser’s Purchasers and the Company’s Company fulfilling their obligations or exercising their rights under pursuant to the Transaction Documents, including without limitation limitation, as a result of the Company’s issuance of the Securities and the Purchaser’s Purchasers’ ownership of the Securities.

Application of Takeover Protections. The Company and the Board of Directors have taken 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 its state of incorporation that is or could become applicable to the Purchaser as a result incorporation, including Section 203 of the Purchaser’s and Delaware General Corporation Law, as well as other laws or provisions that would prevent the Company’s Purchasers or the Company from fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the Purchaser’s Purchasers’ ownership of the SecuritiesSecurities and exercise in full of the Warrants.

Application of Takeover Protections. The Except as set forth on Schedule 3.1(u), the Company and the Board of Directors have taken 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 its state of incorporation that is or could become applicable to the Purchaser Purchasers as a result of the Purchaser’s Purchasers and the Company’s Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities Shares and the Purchaser’s Purchasers’ ownership of the SecuritiesShares.

Application of Takeover Protections. The Company and the Board of Directors have taken 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 articles of incorporation incorporation, as amended (or similar charter documents) ), or the laws of its state of incorporation that is or could become applicable to the Purchaser Purchasers as a result of the Purchaser’s Purchasers and the Company’s Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the Purchaser’s Purchasers’ ownership of the Securities.

Application of Takeover Protections. The Company and the Board of Directors have taken 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 its state of incorporation that is or could become applicable to the Purchaser as a result of the Purchaser’s Purchaser and the Company’s Company fulfilling their obligations or exercising their rights under the Transaction Documents, including including, without limitation as a result of the Company’s issuance of the Securities and the Purchaser’s ownership of the any of the Securities.

Application of Takeover Protections. The Company and the its Board of Directors have taken 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 Charter or the applicable laws of the jurisdiction of incorporation (or similar charter documents) or of the laws of its state of incorporation Company, as amended, that is or could become applicable to the Purchaser Investor as a result of the Purchaser’s Investor and the Company’s Company fulfilling their respective obligations or exercising their respective rights under the Transaction DocumentsDocuments (as applicable), including including, without limitation limitation, as a result of the Company’s issuance of the Securities Shares and the PurchaserInvestor’s ownership of the SecuritiesShares.

Application of Takeover Protections. The Company and the Board of Directors have taken 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 articles of incorporation association or bylaws (or similar charter documents) or the laws of its state jurisdiction of incorporation that is or could become applicable to the Purchaser Purchasers as a result of the Purchaser’s Purchasers and the Company’s Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities Shares and the Purchaser’s Purchasers’ ownership of the SecuritiesShares.

Application of Takeover Protections. The Company and the Board of Directors have taken 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 its state of incorporation that is or could become applicable to the Purchaser Purchasers as a result of the Purchaser’s Purchasers and the Company’s Company fulfilling their obligations or exercising their rights under this Agreement and the Transaction Documentstransactions contemplated by the Prospectus, including without limitation as a result of the Company’s issuance of the Securities and the Purchaser’s Purchasers’ ownership of the Securities.

Application of Takeover Protections. The Company Seller and the its Board of Directors have taken 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 CompanySeller’s certificate Certificate of incorporation Incorporation (or similar charter documents) or the laws of its state of incorporation or any agreement to which the Seller is a party that is or could become applicable to the Purchaser Purchasers as a result of the Purchaser’s Purchasers and the Company’s Seller fulfilling their obligations or exercising their rights under this Agreement and the Transaction Related Documents, including without limitation as a result of the CompanySeller’s issuance of the Securities and the Purchaser’s Purchasers’ ownership of the Securities.

Application of Takeover Protections. The Company and the Board of Directors have taken all necessary action, if any, allowed by law, 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 its state of incorporation that is or could become applicable to the Purchaser Purchasers as a result of the Purchaser’s Purchasers and the Company’s Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the Purchaser’s Purchasers’ ownership of the Securities.

Application of Takeover Protections. The Company and the Board of Directors have taken 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 its state of incorporation that is or could become applicable to the Purchaser as a result of the Purchaser’s Purchaser and the Company’s Company fulfilling their obligations or exercising their rights under the Transaction Documents, including including, without limitation as a result of the Company’s issuance of the Securities Shares and Common Stock and the Purchaser’s ownership of the SecuritiesShares and Common Stock.

Application of Takeover Protections. The Company and the Board of Directors (or equivalent body) have taken 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 Certificate of incorporation Incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchaser as a result of the Purchaser’s Purchasers and the Company’s Company fulfilling their respective obligations or exercising their respective rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the Purchaser’s ownership of the SecuritiesSecurities by any Purchaser or any Affiliate of any Purchaser.

Application of Takeover Protections. The Company and the Board of Directors have taken 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 anti‑takeover provision under the Company’s certificate of incorporation (or similar charter documents) or the laws of its state or jurisdiction of incorporation that is or could become applicable to the Purchaser Purchasers as a result of the Purchaser’s Purchasers and the Company’s Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the Purchaser’s Purchasers’ ownership of the Securities.

Application of Takeover Protections. The Company and the Board of Directors have taken 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 articles of incorporation (or similar charter documents) or the laws of its state or country of incorporation that is or could become applicable to the Purchaser Purchasers as a result of the Purchaser’s Purchasers and the Company’s Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the Purchaser’s Purchasers’ ownership of the SecuritiesSecurities (subject to the compliance of the Purchasers with its respective representation and warranty under the second paragraph of Section 3.2(c)).

Application of Takeover Protections. The Company and the Board of Directors have taken 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 anti‑takeover provision under the Company’s certificate of incorporation (or similar charter documents) or the laws of its state or jurisdiction of incorporation that is or could become applicable to the Purchaser Purchasers as a result of the Purchaser’s Purchasers and the Company’s Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities Shares and the Purchaser’s Purchasers’ ownership of the SecuritiesShares.

Application of Takeover Protections. The Company and the Board of Directors have have, to their knowledge, taken 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 memorandum and articles of incorporation association (or similar charter documents) or the laws of its state jurisdiction of incorporation that is or could become applicable to the Purchaser Purchasers as a result of the Purchaser’s Purchasers and the Company’s Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the Purchaser’s Purchasers’ ownership of the Securities.

Application of Takeover Protections. The Company and the Board of Directors have taken 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 Amended and Restated Memorandum and Articles of incorporation Association, as amended from time to time (or similar charter documents) or the laws of its state jurisdiction of incorporation that is or could become applicable to the Purchaser Purchasers as a result of the Purchaser’s Purchasers and the Company’s Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities Shares and the Purchaser’s Purchasers’ ownership of the SecuritiesShares.

Application of Takeover Protections. The Company and the Board of Directors (or equivalent body) have taken 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 Articles of incorporation Incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchaser as a result of the Purchaser’s Purchasers and the Company’s Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the Purchaser’s ownership of the SecuritiesSecurities by any Purchaser or any Affiliate of any Purchaser.

Application of Takeover Protections. The Company and the its Board of Directors have taken 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 in the Company’s certificate of incorporation (or similar charter documents) or the laws of its state of incorporation that is or could render applicable any control share acquisition, combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision that is or could become applicable to the Purchaser Purchasers as a result of the Purchaser’s Purchasers and the Company’s Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the Purchaser’s Purchasers’ ownership of the Securities.

Application of Takeover Protections. The Company and the Board of Directors have taken 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 its state of incorporation that is or could would reasonably be likely to become applicable to the Purchaser Purchasers as a result of the Purchaser’s Purchasers and the Company’s Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the Purchaser’s Purchasers’ ownership of the Securities.

Application of Takeover Protections. The Company and the its Board of Directors have taken 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-anti- takeover provision under the Company’s certificate 's Certificate of incorporation Incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchaser as a result of the Purchaser’s Purchaser and the Company’s Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s 's issuance of the Securities and the Purchaser’s 's ownership of the Securities.

Application of Takeover Protections. The Company and the Board of Directors have taken 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 its state of incorporation that is or could become applicable to the Purchaser Purchasers as a result of the Purchaser’s Purchasers and the Company’s Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Notes and the Securities and the Purchaser’s Purchasers’ ownership of the Notes and the Securities.

Application of Takeover Protections. The Company and the Company's Board of Directors have taken 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 's articles of incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchaser Purchasers as a result of the Purchaser’s Purchasers and the Company’s Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation limitation, as a result of the Company’s 's issuance of the Securities Shares and the each Purchaser’s 's ownership of the SecuritiesShares.

Application of Takeover Protections. The Company and the Board of Directors have taken 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 its state of incorporation that is or could become applicable to the Purchaser as a result of the Purchaser’s Purchaser and the Company’s Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities Shares and Warrants and the Purchaser’s ownership of the SecuritiesShares and Warrants.

Application of Takeover Protections. The Company and the Board of Directors have taken will take all necessary actionaction the Board of Directors determines appropriate, 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 Certificate of incorporation Incorporation (or similar charter documents) or the laws of its state of incorporation that is or could reasonably be expected to become applicable to the Purchaser Purchasers as a result of the Purchaser’s Purchasers and the Company’s Company fulfilling their obligations or exercising their rights under the Transaction Documents, including including, without limitation limitation, as a result of the Company’s issuance of the Securities Shares and Warrants and the Purchaser’s Purchasers’ ownership of the SecuritiesShares and Warrants.

Application of Takeover Protections. The Assuming the Purchasers beneficially own no shares of Common Stock immediately prior to the date hereof, the Company and the its Board of Directors have taken 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 Certificate of incorporation Incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchaser Purchasers as a result of the Purchaser’s Purchasers and the Company’s Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the Purchaser’s Purchasers’ ownership of the Securities.

Application of Takeover Protections. The Company and the its Board of Directors have taken all necessary action, if anyany is available, 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 's Certificate of incorporation Incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchaser Buyer as a result of the Purchaser’s Buyer and the Company’s Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result the Bontem’s sale of the Company’s issuance of the Transaction Securities and the PurchaserBuyer’s ownership of the Investor Securities.

Application of Takeover Protections. The Company and the Board of Directors have taken 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 its state or jurisdiction of incorporation that is or could become applicable to the Purchaser Purchasers as a result of the Purchaser’s Purchasers and the Company’s Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the Purchaser’s Purchasers’ ownership of the SecuritiesShares.

Application of Takeover Protections. The Company and the Board of Directors have taken 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 articles of incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchaser Purchasers as a result of the Purchaser’s Purchasers and the Company’s Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance offer and sale of the Securities Securities, by the Company to the Purchasers as contemplated hereby and the Purchaser’s Purchasers’ ensuing ownership of the Securities.

Application of Takeover Protections. The Except as set forth in the SEC Reports, the Company and the Board of Directors have taken 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 memorandum and articles of incorporation (or similar charter documents) association or the laws of its state of incorporation that is or could become applicable to the Purchaser Purchasers as a result of the Purchaser’s Purchasers and the Company’s Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the Purchaser’s Purchasers’ ownership of the Securities.

Application of Takeover Protections. The Company Company, the board of directors of the Company, the Issuer and the Board of Directors have taken 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 or Issuer’s certificate of incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchaser Purchasers as a result of the Purchaser’s Purchasers, the Company and the Company’s Issuer fulfilling their respective obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities Debentures and the Purchaser’s Warrants and the Purchasers’ ownership of the Securities.

Application of Takeover Protections. The Company and the Board of Directors have taken 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 Articles of incorporation Incorporation (or similar charter documents) ), as amended, or the laws of its state of incorporation that is or could become applicable to the Purchaser Purchasers as a result of the Purchaser’s Purchasers and the Company’s Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the Purchaser’s Purchasers’ ownership of the Securities.

Application of Takeover Protections. The Company and the Board of Directors have taken 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 its state jurisdiction of incorporation that is or could become applicable to the Purchaser Purchasers as a result of the Purchaser’s Purchasers and the Company’s Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Offered Securities and the Purchaser’s Purchasers’ ownership of the Offered Securities.

Application of Takeover Protections. The Company and the its Board of -------------------------------------- Directors have taken all necessary action, if anyany is available, 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 's Certificate of incorporation Incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchaser Purchasers as a result of the Purchaser’s Purchasers and the Company’s Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s 's issuance of the Transaction Securities and the Purchaser’s Purchasers' ownership of the Investor Securities.

Application of Takeover Protections. The Company and the Board of Directors have has taken 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 's Certificate of incorporation Incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchaser Purchasers as a result of the Purchaser’s Purchasers and the Company’s Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s 's issuance of the Securities and the Purchaser’s Purchasers' ownership of the Securities.

Application of Takeover Protections. The Company and the Board of Directors have taken all necessary action, if any, in order to render inapplicable inapplicable, subject to and to the extent permitted under applicable law, any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover anti‑takeover provision under the Company’s certificate of incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchaser Purchasers as a result of the Purchaser’s Purchasers and the Company’s Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the Purchaser’s Purchasers’ ownership of the Securities.

Application of Takeover Protections. The Company and the Board of Directors have taken 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 Amended and Restated Articles of incorporation Association (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchaser Purchasers as a result of the Purchaser’s Purchasers and the Company’s Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the Purchaser’s Purchasers’ ownership of the Securities.

Application of Takeover Protections. The Company and the its Board of Directors have taken 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 or articles of incorporation incorporation, bylaws (or similar other organizational or charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchaser Purchasers as a result of the Purchaser’s Purchasers and the Company’s Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities Shares and the Purchaser’s Purchasers’ ownership of the SecuritiesShares.

Application of Takeover Protections. The Company and the Board of Directors have taken 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 memorandum and articles of association (or similar charter documents) or the laws of its state jurisdiction of incorporation that is or could become applicable to the Purchaser Purchasers as a result of the Purchaser’s Purchasers and the Company’s Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the Purchaser’s Purchasers’ ownership of the Securities.

Application of Takeover Protections. The Subject to the Required Approvals, the Company and the Board of Directors have taken 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 its state of incorporation that is or could become applicable to the Purchaser Purchasers as a result of the Purchaser’s Purchasers and the Company’s Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the Purchaser’s Purchasers’ ownership of the Securities.

Application of Takeover Protections. The Company and the Board of Directors have taken 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 Certificate of incorporation Incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchaser Existing Noteholders as a result of the Purchaser’s Existing Noteholders and the Company’s Company fulfilling their obligations or exercising their rights under the Transaction Documents, including including, without limitation limitation, as a result of the Company’s issuance of the Securities and the Purchaser’s Existing Noteholders’ ownership of the Securities.

Application of Takeover Protections. The Company and the Board of Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreementagreement or shareholder rights plan) or other similar anti-takeover provision under the Company’s certificate of incorporation (or similar charter documents) or the laws of its state jurisdiction of incorporation that is or could become applicable to the Purchaser Purchasers as a result of the Purchaser’s Purchasers and the Company’s Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the Purchaser’s Purchasers’ ownership of the Securities.

Application of Takeover Protections. The Company and the Board its board of Directors directors have taken 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 or articles of incorporation incorporation, bylaws (or similar other organizational or charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchaser Purchasers as a result of the Purchaser’s Purchasers and the Company’s Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities Shares and the Purchaser’s Purchasers’ ownership of the SecuritiesShares.

Application of Takeover Protections. The Company and the Board of Directors have has taken 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 Certificate of incorporation Incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchaser Purchasers or shareholders of the Company prior to the Closing Date as a result of the Purchaser’s Purchasers and the Company’s Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the Purchaser’s Purchasers’ ownership of the Securities.

Application of Takeover Protections. The Company and the Board of Directors have taken all necessary action, if any, subject to and to the extent permitted under applicable law, 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 articles of incorporation (or similar charter documents) association or the laws of its state of incorporation that is or could become applicable to the Purchaser Purchasers as a result of the Purchaser’s Purchasers and the Company’s Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the Purchaser’s Purchasers’ ownership of the Securities.

Application of Takeover Protections. The Company and the its Board of Directors have taken 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 Certificate of incorporation Incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the each Purchaser as a result of the Purchaser’s each Purchaser and the Company’s Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the each Purchaser’s ownership of the Securities.

Application of Takeover Protections. The Company Each Borrower and the its Board of Directors have taken 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 respective Certificates of incorporation Incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchaser Lender as a result of the Purchaser’s Lender and the Company’s Borrowers fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities Warrant and the PurchaserLender’s ownership of the SecuritiesWarrant.

Application of Takeover Protections. The Company and the Board of Directors have taken 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 its state of incorporation that is or could become applicable to the Purchaser Purchasers as a result of the Purchaser’s Purchasers and the Company’s Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the Purchaser’s Warrant Shares, and the Purchasers’ ownership of the SecuritiesSecurities and Warrant Shares.

Application of Takeover Protections. The Company and the Board of Directors (or a duly authorized committee thereof) have taken 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 its state of incorporation that is or could become applicable to the Purchaser Purchasers as a result of the Purchaser’s Purchasers and the Company’s Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the Purchaser’s Purchasers’ ownership of the Securities.

Application of Takeover Protections. The Company and the its Board of Directors have taken 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 Certificate of incorporation Incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchaser as a result of the Purchaser’s Purchaser and the Company’s Company fulfilling their obligations or exercising their rights under this Agreement and the Transaction Ancillary Documents, including without limitation as a result of the Company’s issuance of the Securities and the Purchaser’s ownership of the SecuritiesShares.

Application of Takeover Protections. The Except as set forth on Schedule 3.1(y), the Company and the Board of Directors have taken 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 its state of incorporation that is or could become applicable to the Purchaser Purchasers as a result of the Purchaser’s Purchasers and the Company’s Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the Purchaser’s Purchasers’ ownership of the Securities.

Application of Takeover Protections. The Company and the Board of Directors (or equivalent body) have taken 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 Certificate of incorporation Incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchaser as a result of any Purchaser, the Purchaser’s and the Company’s Collateral Agent or any Company Party fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Transaction Securities and the Purchaser’s ownership of the SecuritiesTransaction Securities by any Purchaser or any Affiliate of any Purchaser.

Application of Takeover Protections. The Company and the Board of Directors have taken 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 its state of incorporation that is or could become applicable to the Purchaser Purchasers as a result of the Purchaser’s Purchasers and the Company’s Company fulfilling their obligations or exercising their rights under the Transaction DocumentsDocuments as set forth therein, including without limitation as a result of the Company’s issuance of the Securities and the Purchaser’s Purchasers’ ownership of the SecuritiesSecurities as set forth in the Transaction Documents.

Application of Takeover Protections. The Company and the its Board of Directors have taken 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 Certificate of incorporation Incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchaser Purchasers as a result of the Purchaser’s Purchasers and the Company’s Company fulfilling their obligations or exercising their rights under this Agreement and the Transaction DocumentsPurchased Warrants, including without limitation as a result of the Company’s issuance of the Purchased Securities and the Purchaser’s Purchasers’ ownership of the Purchased Securities.

Application of Takeover Protections. The Company and the its Board of Directors have taken 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), the Company’s by-laws (as amended and in effect) or the laws of its state of incorporation that is or could reasonably be expected to become applicable to the Purchaser Purchasers as a result of the Purchaser’s Purchasers and the Company’s Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the Purchaser’s Purchasers’ ownership of the Securities.

Application of Takeover Protections. The Except as disclosed in the SEC Reports, the Company and the Board of Directors have taken 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 its state of incorporation that is or could become applicable to the Purchaser Purchasers as a result of the Purchaser’s Purchasers and the Company’s Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the Purchaser’s Purchasers’ ownership of the Securities.

Application of Takeover Protections. The Company and the Board of Directors have has taken 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 its state of incorporation that is or could become applicable to the Purchaser Purchasers as a result of the Purchaser’s Purchasers and the Company’s Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the Purchaser’s Purchasers’ ownership of the Securities.

Application of Takeover Protections. The Company and the its Board of Directors have taken 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 Certificate of incorporation Incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchaser Purchasers as a result of the Purchaser’s Purchasers and the Company’s Company fulfilling their obligations or exercising their rights under the Transaction Documents, including including, without limitation limitation, as a result of the Company’s issuance of the Securities and the Purchaser’s Purchasers’ ownership of the Securities.

Application of Takeover Protections. The Except as set forth on Schedule 3.1(y), the Company and the Board of Directors have taken 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 its state of incorporation that is or could would become applicable to the Purchaser Purchasers as a result of the Purchaser’s Purchasers and the Company’s Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the Purchaser’s Purchasers’ ownership of the Securities.

Application of Takeover Protections. The Company and the Board of Directors have taken 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 its state of incorporation that is or could become applicable to the Purchaser Purchasers as a result of the Purchaser’s Purchasers and the Company’s Company fulfilling their respective obligations or exercising their respective rights under the Transaction Documents, including without limitation limitation, as a result of the Company’s issuance of the Securities and the Purchaser’s Purchasers’ ownership of the Securities.

Application of Takeover Protections. The Except as provided in the SEC Reports, the Company and the Board of Directors have taken 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 articles of incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchaser as a result of the Purchaser’s Purchaser and the Company’s Company fulfilling their respective obligations or exercising their respective rights under the Transaction Documents, including without limitation limitation, as a result of the Company’s issuance of the Securities and the Purchaser’s ownership of the Securities.

Application of Takeover Protections. The Company and the its Board of Directors have taken 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 Certificate of incorporation Incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchaser Subscribers as a result of the Purchaser’s Subscribers and the Company’s Company fulfilling their obligations or exercising their rights under this Agreement and the Transaction DocumentsWarrants, including including, without limitation limitation, as a result of the Company’s issuance of the Securities and the Purchaser’s Subscribers’ ownership of the Securities.

Application of Takeover Protections. The Company and the its Board of Directors have taken 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 Certificate of incorporation Incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the any Purchaser or Purchasers as a result of the Purchaser’s respective Purchasers and the Company’s Company fulfilling their respective obligations or exercising their respective rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the Purchaser’s Purchasers’ several ownership of the Securities.

Application of Takeover Protections. The Company and the its Board of Directors have taken 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) Charter Documents or the laws of its state of incorporation (including Section 203 of the Delaware General Corporation Law) that is or could become applicable to the each Purchaser as a result of the Purchaser’s such Purchaser and the Company’s Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the such Purchaser’s ownership of the Securities.

Application of Takeover Protections. The Company and the Board of Directors have taken all necessary action, if any, in order to render inapplicable inapplicable, subject to and to the extent permitted under applicable law, 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 its state of incorporation that is or could become applicable to the Purchaser Purchasers as a result of the Purchaser’s Purchasers and the Company’s Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities Shares and the Purchaser’s Purchasers’ ownership of the Securities.

Application of Takeover Protections. The Company and the Board of Directors have has taken 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 its state of incorporation that is or could become applicable to the Purchaser Purchasers as a result of the Purchaser’s Purchasers and the Company’s Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the Purchaser’s Purchasers’ ownership of the SecuritiesSecurities issued and sold to them by the Company.

Application of Takeover Protections. The Company and the Board of Directors have taken 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 incorporation, as amended to date (or similar charter documents) ), or the laws of its state of incorporation that is or could become applicable to the Purchaser Purchasers as a result of the Purchaser’s Purchasers and the Company’s Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the Purchaser’s Purchasers’ ownership of the Securities.

Application of Takeover Protections. The Company and the Board of Directors of the Company have taken 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 its state of incorporation that is or could become applicable to the Purchaser as a result of the Purchaser’s Purchaser and the Company’s Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the Purchaser’s ownership of the Securities.

Application of Takeover Protections. The Except as set forth on Schedule 3.1(x), the Company and the Board of Directors have taken 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 its state of incorporation that is or could become applicable to the Purchaser Purchasers as a result of the Purchaser’s Purchasers and the Company’s Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the Purchaser’s Purchasers’ ownership of the Securities.

Application of Takeover Protections. The Company and the Board of Directors have taken 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) bylaws or the laws of its state of incorporation that is or could become applicable to the Purchaser Investors as a result of the Purchaser’s Investors and the Company’s Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities and or Underlying Securities and/or the Purchaser’s Investors’ ownership of the Securities or Underlying Securities.

Application of Takeover Protections. The Company and the Board of Directors have taken 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 anti‑takeover provision under the Company’s certificate articles of incorporation incorporation, as amended (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchaser Purchasers as a result of the Purchaser’s Purchasers and the Company’s Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the Purchaser’s Purchasers’ ownership of the Securities.

Application of Takeover Protections. The Company and the Board of Directors have taken 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 memorandum and articles of association, certificate of incorporation (incorporation, or similar charter documents) documents or the laws of its state jurisdiction of incorporation that is or could become applicable to the Purchaser Purchasers as a result of the Purchaser’s Purchasers and the Company’s Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the Purchaser’s Purchasers’ ownership of the Securities.

Application of Takeover Protections. The Company and the its Board of Directors have taken 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 Certificate of incorporation Incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchaser Purchasers as a result of the Purchaser’s Purchasers and the Company’s Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities and Securities, the Purchaser’s Purchasers’ ownership of the SecuritiesSecurities or the Exchange.

Application of Takeover Protections. The Company and the its ----------------------------------- Board of Directors have taken 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 's Certificate of incorporation Incorporation (or similar charter documents) or the laws of its state of incorporation that is or could would reasonably be expected to become applicable to the Purchaser Purchasers as a result of the Purchaser’s Purchasers and the Company’s Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s 's issuance of the Securities and the Purchaser’s Purchasers' ownership of the Securities.

Application of Takeover Protections. The Company and the Board of Directors or a duly authorized committee thereof have taken 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 memorandum and articles of incorporation association (or similar charter documents) or the laws of its state jurisdiction of incorporation that is or could become applicable to the Purchaser Purchasers as a result of the Purchaser’s Purchasers and the Company’s Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the Purchaser’s Purchasers’ ownership of the Securities.

Application of Takeover Protections. The Company and the its Board ------------------------------------- of Directors have taken 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 's Certificate of incorporation Incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchaser Purchasers as a result of the Purchaser’s Purchasers and the Company’s Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s 's issuance of the Securities and the Purchaser’s Purchasers' ownership of the Securities.

Application of Takeover Protections. The Company and the its Board of ----------------------------------- Directors have taken 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-anti- takeover provision under the Company’s certificate 's Certificate of incorporation Incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchaser Purchasers as a result of the Purchaser’s Purchasers and the Company’s Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s 's issuance of the Securities and the Purchaser’s Purchasers' ownership of the Securities.

Application of Takeover Protections. The Company and the Board of Directors (or equivalent body) have taken 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 Certificate of incorporation Incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchaser as a result of the Purchaser’s Purchaser and the Company’s Company fulfilling their respective obligations or exercising their respective rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the Purchaser’s ownership of the SecuritiesSecurities by any Purchaser or any Affiliate of any Purchaser.

Application of Takeover Protections. The Company and the Board of Directors have taken 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 its state of incorporation that is or could reasonably be expected to become applicable to the Purchaser Purchasers as a result of the Purchaser’s Purchasers and the Company’s Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the Purchaser’s Purchasers’ ownership of the Securities.

Application of Takeover Protections. The Except as provided in the SEC Reports, the Company and the Board of Directors have taken 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 articles of incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchaser Purchasers as a result of the Purchaser’s Purchasers and the Company’s Company fulfilling their respective obligations or exercising their respective rights under the Transaction Documents, including without limitation limitation, as a result of the Company’s issuance of the Securities Shares and the Purchaser’s Purchasers’ ownership of the Securities.

Application of Takeover Protections. The Except as disclosed on Schedule 3.1(y), the Company and the Board of Directors have taken 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 its state of incorporation that is or could become applicable to the Purchaser Purchasers as a result of the Purchaser’s Purchasers and the Company’s Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the Purchaser’s Purchasers’ ownership of the Securities.

Application of Takeover Protections. The Company and the Board of Directors (or equivalent body) have taken 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 Certificate of incorporation Incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchaser as a result of the Purchaser’s Purchaser and the Company’s Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the Purchaser’s ownership of the SecuritiesSecurities by the Purchaser or any Affiliate of the Purchaser.

Application of Takeover Protections. The Company and the Board of Directors have has taken 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 's Certificate of incorporation Incorporation (or similar charter documents) or the laws of its state of incorporation that is or could reasonably be expected to become applicable to the Purchaser Purchasers as a result of the Purchaser’s Purchasers and the Company’s Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s 's issuance of the Securities and the Purchaser’s Purchasers' ownership of the Securities.

Application of Takeover Protections. The Company and the Board of Directors have has taken 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 Certificate of incorporation Incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchaser Purchasers as a result of the Purchaser’s Purchasers and the Company’s Company fulfilling their obligations or exercising their rights under this Agreement, the Transaction DocumentsRegistration Rights Agreement and the Warrants, including without limitation as a result of the Company’s issuance of the Securities Shares and Warrants and the Purchaser’s Investors’ ownership of the SecuritiesShares and Warrants.

Application of Takeover Protections. The Company and the its Board of Directors have taken 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 Articles of incorporation Incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchaser as a result of the Purchaser’s Purchaser and the Company’s Company fulfilling their obligations or exercising their rights under the Transaction Documentsthis Agreement, including without limitation as a result of the Company’s issuance of the Securities Shares and Subsequent Closing Shares, as applicable, and the Purchaser’s ownership of the SecuritiesShares and Subsequent Closing Shares, as applicable.

Application of Takeover Protections. The Company and the its Board of Directors have taken all necessary action, if anyany is available, 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 's Certificate of incorporation Incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchaser Purchasers as a result of the Purchaser’s Purchasers and the Company’s Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s 's issuance of the Transaction Securities and the Purchaser’s Purchasers’ ownership of the Investor Securities.

Application of Takeover Protections. The Company and the Board of Directors have taken 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 its state of incorporation that is or could become applicable to the Purchaser Purchasers as a result of the Purchaser’s Purchasers and the Company’s Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities Shares and Warrants and the Purchaser’s Purchasers’ ownership of the SecuritiesShares and Warrants.

Application of Takeover Protections. The Company and the Board of Directors have taken 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 its state of incorporation that is or could become applicable to the Purchaser as a result of the Purchaser’s Purchaser and the Company’s Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Acquired Securities and the Warrant Shares and Purchaser’s ownership of the SecuritiesAcquired Securities and the Warrant Shares.

Application of Takeover Protections. The Company and the its Board ------------------------------------- of Directors have taken all necessary action, if any, in order to render inapplicable to the transactions contemplated by the Transaction Documents 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 's Certificate of incorporation Incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchaser Purchasers as a result of the Purchaser’s Purchasers and the Company’s Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s 's issuance of the Securities and the Purchaser’s Purchasers' ownership of the Securities.

Application of Takeover Protections. The Company and the Board of Directors have taken 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 anti‑takeover provision under the Company’s certificate of incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchaser Purchasers as a result of the Purchaser’s Purchasers and the Company’s Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities Debentures or any Conversion Shares and the Purchaser’s Purchasers’ ownership of the SecuritiesDebentures or any Conversion Shares.