Common use of Control Share Acquisitions Clause in Contracts

Control Share Acquisitions. The Maryland Control Share Acquisition Act (the “Control Share Act”) provides that control shares of a Maryland corporation acquired in a control share acquisition have no voting rights except to the extent approved by a vote of two-thirds of the votes entitled to be cast on the matter. ▇▇▇▇▇▇ owned by the acquiror, by officers or by directors who are employees of the corporation are excluded from shares entitled to vote on the matter. Control shares are voting shares of stock which, if aggregated with all other shares of stock owned by the acquiror or in respect of which the acquiror is able to exercise or direct the exercise of voting power (except solely by virtue of a revocable proxy), would entitle the acquiror to exercise voting power in electing directors within one of the following ranges of voting power: • one-tenth or more but less than one-third; • one-third or more but less than a majority; or • a majority or more of all voting power. The requisite stockholder approval must be obtained each time an acquiror crosses one of the thresholds of voting power set forth above. Control shares do not include shares the acquiring person is then entitled to vote as a result of having previously obtained stockholder approval. A control share acquisition means the acquisition of control shares, subject to certain exceptions. A person who has made or proposes to make a control share acquisition may compel the Board of Directors of the corporation to call a special meeting of stockholders to be held within 50 days of demand to consider the voting rights of the shares. The right to compel the calling of a special meeting is subject to the satisfaction of certain conditions, including an undertaking to pay the expenses of the meeting. If no request for a meeting is made, the corporation may itself present the question at any stockholders meeting. If voting rights are not approved at the meeting or if the acquiring person does not deliver an acquiring person statement as required by the statute, then the corporation may repurchase for fair value any or all of the control shares, except those for which voting rights have previously been approved. The right of the corporation to repurchase control shares is subject to certain conditions and limitations. Fair value is determined, without regard to the absence of voting rights for the control shares, as of the date of the last control share acquisition by the acquiror or of any meeting of stockholders at which the voting rights of the shares are considered and not approved. If voting rights for control shares are approved at a stockholders meeting and the acquiror becomes entitled to vote a majority of the shares entitled to vote, all other stockholders may exercise appraisal rights. The fair value of the shares as determined for purposes of appraisal rights may not be less than the highest price per share paid by the acquiror in the control share acquisition. The Control Share Act does not apply (a) to shares acquired in a merger, consolidation or share exchange if the corporation is a party to the transaction or (b) to acquisitions approved or exempted by the charter or bylaws of the corporation. Our bylaws contain a provision exempting from the Control Share Act any and all acquisitions by any person of our shares of stock.

Control Share Acquisitions. The Maryland Control Share Acquisition Act (the “Control Share Act”) MGCL provides that holders of “control shares shares” of a Maryland corporation acquired in a “control share acquisition acquisition” have no voting rights with respect to such shares except to the extent approved by a the affirmative vote of two-thirds of the votes entitled to be cast on by holders entitled to vote generally in the matter. ▇▇▇▇▇▇ owned by election of directors, excluding shares of stock in a corporation in respect of which any of the acquirorfollowing persons is entitled to exercise or direct the exercise of the voting power of such shares in the election of directors: (i) a person who makes or proposes to make a control share acquisition, by officers or by directors who are employees (ii) an officer of the corporation are excluded from shares entitled to vote on or (iii) an employee of the mattercorporation who is also a director of the corporation. “Control shares shares” are voting shares of stock which, if aggregated with all other shares of stock owned by the acquiror acquirer, or in respect of which the acquiror acquirer is able to exercise or direct the exercise of voting power (except solely by virtue of a revocable proxy), would entitle the acquiror acquirer to exercise voting power in electing directors within one of the following ranges of voting power: • (A) one-tenth or more but less than one-third; • one-(B) one- third or more but less than a majority; or • (C) a majority or more of all voting power. The requisite stockholder approval must be obtained each time an acquiror crosses one of the thresholds of voting power set forth above. Control shares do not include shares that the acquiring person is then entitled to vote as a result of having previously obtained stockholder approvalapproval or shares acquired directly from the corporation. A “control share acquisition acquisition” means the acquisition directly or indirectly, of ownership of, or the power to direct the exercise of voting power with respect to, issued and outstanding control shares, subject to certain exceptions. A person who has made or proposes to make a control share acquisition acquisition, upon satisfaction of certain conditions (including an undertaking to pay expenses and making an “acquiring person statement” as described in the MGCL), may compel the our Board of Directors of the corporation to call a special meeting of stockholders to be held within 50 days of demand to consider the voting rights of the shares. The right to compel the calling of a special meeting is subject to the satisfaction of certain conditions, including an undertaking to pay the expenses of the meeting. If no request for a meeting is made, the corporation may itself present the question at any stockholders meeting. If voting rights are not approved at the meeting or if the acquiring person does not deliver an “acquiring person statement statement” as required by the statute, then then, subject to certain conditions and limitations, the corporation may repurchase for fair value redeem any or all of the control shares, shares (except those for which voting rights have previously been approved. The right of the corporation to repurchase control shares is subject to certain conditions and limitations. Fair ) for fair value is determined, without regard to the absence of voting rights for the control shares, as of the date of the last control share acquisition by the acquiror or of any acquirer or, if a meeting of stockholders is held at which the voting rights of the such shares are considered and not approved, as of the date of the meeting. If voting rights for control shares are approved at a stockholders meeting and the acquiror acquirer becomes entitled to vote a majority of the shares entitled to vote, all other stockholders may exercise appraisal rights. The fair value of the shares as determined for purposes of such appraisal rights may not be less than the highest price per share paid by the acquiror acquirer in the control share acquisition. The Control Share Act control share acquisition statute does not apply to (a) to shares acquired in a merger, consolidation or statutory share exchange if the corporation is a party to the transaction or (b) to acquisitions approved or exempted by the charter or bylaws of the corporation. Our bylaws contain a provision exempting from the Control Share Act control share acquisition statute any and all acquisitions by any person of our shares of our stock. There can be no assurance that such provision will not be amended or eliminated at any time in the future. Subtitle 8 of Title 3 of the MGCL permits a Maryland corporation with a class of equity securities registered under the Exchange Act and at least three independent directors to elect to be subject, by provision in its charter or bylaws or a resolution of its Board and notwithstanding any contrary provision in the charter or bylaws, to any or all of the following five provisions: • a classified board; • a two-thirds vote requirement for removing a director; • a requirement that the number of directors be fixed only by vote of the directors; • a requirement that a vacancy on the board be filled only by the remaining directors in office and for the remainder of the full term of the class of directors in which the vacancy occurred; and • a majority requirement for the calling of a stockholder requested special meeting of stockholders. Pursuant to our charter and bylaws, we have elected to be subject to the provision of Subtitle 8 that requires that vacancies on our Board may be filled only by the remaining directors and for the remainder of the full term of the directorship in which the vacancy occurred. Through provisions in our charter and bylaws unrelated to Subtitle 8, we already (i) require the affirmative vote of holders of shares entitled to cast at least two-thirds of all of the votes entitled to be cast generally in the election of directors for the removal of any director from the Board, with or without cause, (ii) vest in the Board the exclusive power to fix the number of directorships and (iii) require, unless called by our chairman of the Board, our chief executive officer, our president or the Board, the written request of stockholders entitled to cast not less than a majority of all the votes entitled to be cast at such a meeting to call a special meeting of stockholders. We currently do not have a classified board.

Control Share Acquisitions. The Maryland Control Share Acquisition Act (the “Control Share Act”) MGCL provides that “control shares shares” of a Maryland corporation acquired in a “control share acquisition acquisition” have no voting rights except to the extent approved at a special meeting by a the affirmative vote of stockholders entitled to cast two-thirds of the votes entitled to be cast on the matter. ▇▇▇▇▇▇ owned by , excluding shares of stock in a corporation in respect of which any of the acquiror, by officers following persons is entitled to exercise or by directors who are employees direct the exercise of the voting power of shares of stock of the corporation are excluded from shares entitled in the election of directors: (1) a person who makes or proposes to vote on make a control share acquisition, (2) an officer of the mattercorporation or (3) an employee of the corporation who is also a director of the corporation. “Control shares shares” are voting shares of stock which, if aggregated with all other such shares of stock owned previously acquired by the acquiror or in respect of which the acquiror is able to exercise or direct the exercise of voting power (except solely by virtue of a revocable proxy), would entitle the acquiror to exercise voting power in electing directors within one of the following ranges of voting power: • (1) one-tenth or more but less than one-third; • , (2) one-third or more but less than a majority; , or • (3) a majority or more of all voting power. The requisite stockholder approval must be obtained each time an acquiror crosses one of the thresholds of voting power set forth above. Control shares do not include shares the acquiring person is then entitled to vote as a result of having previously obtained stockholder approval. A “control share acquisition acquisition” means the acquisition of issued and outstanding control shares, subject to certain exceptions. A person who has made or proposes to make a control share acquisition acquisition, upon satisfaction of certain conditions (including an undertaking to pay expenses), may compel the Board company’s board of Directors of the corporation directors to call a special meeting of stockholders to be held within 50 days of demand to consider the voting rights of the control shares. The right to compel the calling of a special meeting is subject to the satisfaction of certain conditions, including an undertaking to pay the expenses of the meeting. If no request for a meeting is made, the corporation may itself present the question at any stockholders stockholders’ meeting. If voting rights of control shares are not approved at the meeting or if the acquiring person does not deliver an acquiring person statement as required by the statute, then then, subject to certain conditions and limitations, the corporation may repurchase for fair value redeem any or all of the control shares, shares (except those for which voting rights have previously been approved. The right of the corporation to repurchase control shares is subject to certain conditions and limitations. Fair ) for fair value is determined, without regard to the absence of voting rights for the control shares, as of the date of the last control share acquisition by the acquiror or of any meeting of stockholders at which the voting rights of the such shares are considered and not approvedapproved or, if no such meeting is held, as of the date of the last control share acquisition by the acquiror. If voting rights for control shares are approved at a stockholders stockholders’ meeting and the acquiror becomes entitled to vote a majority of the shares entitled to vote, all other stockholders may exercise appraisal rights. The fair value of the shares as determined for purposes of such appraisal rights may not be less than the highest price per share paid by the acquiror in the control share acquisition. The Control Share Act control share acquisition statute does not apply (a1) to shares acquired in a merger, consolidation or share exchange if the corporation is a party to the transaction or (b2) to acquisitions approved or exempted by the charter or bylaws of the corporation. Our The company’s bylaws contain a provision exempting from the Control Share Act control share acquisition statute any and all acquisitions by any person of our shares the company’s stock. The company cannot provide you any assurance that its board of stockdirectors will not amend or eliminate this provision at any time in the future.

Control Share Acquisitions. The Maryland Control Share Acquisition Act (the “Control Share Act”) law provides that holders of control shares of a Maryland corporation acquired in a control share acquisition have no voting rights except to the extent approved by a vote of two-thirds of the votes entitled to be cast on the matter. ▇▇▇▇▇▇ owned by the acquiror, by officers or by directors who are employees of the corporation are excluded from shares entitled to vote on the matter. Control shares are voting shares of stock which, if aggregated with all other shares of stock owned by the acquiror or in respect of which the acquiror is able to exercise or direct the exercise of voting power (except solely by virtue of a revocable proxy), would entitle the acquiror to exercise voting power in electing directors within one of the following ranges of voting power: • one-tenth or more but less than one-third; • one-third or more but less than a majority; or • a majority or more of all voting power. The requisite stockholder approval must be obtained each time an acquiror crosses one of the thresholds of voting power set forth abovemore. Control shares do not include shares the acquiring person is then entitled to vote as a result of having previously obtained stockholder approvalapproval or shares acquired directly from the corporation. A control share acquisition means the acquisition of issued and outstanding control shares, subject to certain exceptions. A person who has made or proposes to make a control share acquisition may compel the Board of Directors our board of the corporation to call a special meeting of stockholders to be held within 50 days of demand to consider the voting rights of the shares. The right to compel the calling of a special meeting is subject to the satisfaction of certain conditions, including an undertaking to pay the expenses of the meeting. If no request for a meeting is made, the corporation may itself present the question at any stockholders meeting. If voting rights are not approved at the meeting or if the acquiring person does not deliver an acquiring person statement as required by the statute, then the corporation may repurchase redeem for fair value any or all of the control shares, except those for which voting rights have previously been approved. The right of the corporation to repurchase redeem control shares is subject to certain conditions and limitations. Fair value is determined, without regard to the absence of voting rights for the control shares, as of the date of the last control share acquisition by the acquiror or of any meeting of stockholders at which the voting rights of the shares are considered and not approved. If voting rights for control shares are approved at a stockholders meeting and the acquiror becomes entitled to vote a majority of the shares entitled to vote, all other stockholders may exercise appraisal rights. The fair value of the shares as determined for purposes of appraisal rights may not be less than the highest price per share paid by the acquiror in the control share acquisition. The Control Share Act control share acquisition statute does not apply (a) to shares acquired in a merger, consolidation or share exchange if the corporation is a party to the transaction transaction, or (b) to acquisitions approved or exempted by the charter or bylaws of the corporation. Our bylaws contain a provision exempting from the Control Share Act control share acquisition statute any and all acquisitions by any person of our shares of our stock. There can be no assurance that this provision will not be amended or eliminated at any time in the future.

Control Share Acquisitions. The Maryland Control Share Acquisition Act (the “Control Share Act”) MGCL provides that “control shares shares” of a Maryland corporation acquired in a “control share acquisition acquisition” have no voting rights except to the extent approved by a the affirmative vote of stockholders entitled to cast two-thirds of the votes entitled to be cast on the matter. ▇▇▇▇▇▇ owned by , excluding shares of stock in a corporation in respect of which any of the acquiror, by officers following persons is entitled to exercise or by directors direct the exercise of the voting power of such shares in the election of directors: (i) a person who are employees makes or proposes to make a control share acquisition; (ii) an officer of the corporation; or (iii) an employee of the corporation are excluded from shares entitled to vote on who is also a director of the mattercorporation. “Control shares shares” are voting shares of stock which, if aggregated with all other such shares of stock owned previously acquired by the acquiror acquirer, or in respect of which the acquiror acquirer is able to exercise or direct the exercise of voting power (except solely by virtue of a revocable proxy), would entitle the acquiror acquirer to exercise voting power in electing directors within one of the following ranges of voting power: • (a) one-tenth or more but less than one-third; • (b) one-third or more but less than a majority; or • (c) a majority or more of all voting power. The requisite stockholder approval must be obtained each time an acquiror crosses one of the thresholds of voting power set forth above. Control shares do not include shares that the acquiring person is then entitled to vote as a result of having previously obtained stockholder approvalapproval or shares acquired directly from the corporation. A “control share acquisition acquisition” means the acquisition acquisition, directly or indirectly, of ownership of, or the power to direct the exercise of voting power with respect to, issued and outstanding control shares, subject to certain exceptions. A person who has made or proposes to make a control share acquisition acquisition, upon satisfaction of certain conditions (including an undertaking to pay expenses and making an “acquiring person statement” as described in the MGCL), may compel the Board of Directors of the corporation to call a special meeting of stockholders to be held within 50 days of demand to consider the voting rights of the shares. The right to compel the calling of a special meeting is subject to the satisfaction of certain conditions, including an undertaking to pay the expenses of the meeting. If no request for a meeting is made, the corporation may itself present the question at any stockholders stockholders’ meeting. If voting rights are not approved at the meeting or if the acquiring person does not deliver an “acquiring person statement statement” as required by the statute, then then, subject to certain conditions and limitations, the corporation may repurchase for fair value redeem any or all of the control shares, shares (except those for which voting rights have previously been approved. The right of the corporation to repurchase control shares is subject to certain conditions and limitations. Fair ) for fair value is determined, without regard to the absence of voting rights for the control shares, as of the date of the last control share acquisition by the acquiror or of any meeting of stockholders at which the voting rights of the such shares are considered and not approvedapproved or, if no such meeting is held, the date of the last control share acquisition by the acquirer. If voting rights for control shares are approved at a stockholders meeting and the acquiror acquirer becomes entitled to vote a majority of the shares entitled to vote, all other stockholders may exercise appraisal rights. The fair value of the shares as determined for purposes of such appraisal rights may not be less than the highest price per share paid by the acquiror acquirer in the control share acquisition. The Control Share Act control share acquisition statute does not apply to (ai) to shares acquired in a merger, consolidation or share exchange if the corporation is a party to the transaction or (bii) to acquisitions approved or exempted by the charter or bylaws of the corporation. Our bylaws contain a provision exempting from the Control Share Act control share acquisition statute any and all acquisitions by any person of our shares of our stock. There is no assurance that such provision will not be amended or eliminated at any time in the future.

Control Share Acquisitions. The Maryland Control Share Acquisition Act (the “Control Share Act”) law provides that holders of “control shares shares” of a Maryland corporation acquired in a “control share acquisition acquisition” have no voting rights with respect to the control shares, except to the extent approved by a vote of two-thirds of the votes entitled to be cast on the matter. ▇▇▇▇▇▇ Shares owned by the acquiror, acquiror or by officers or by directors who are our employees of the corporation are excluded from the shares entitled to vote on the matter. Control shares are voting shares of stock whichthat, if aggregated with all other shares of stock currently owned by the acquiror acquiring person, or in respect of which the acquiror acquiring person is able to exercise or direct the exercise of voting power (except solely by virtue of a revocable proxy), would entitle the acquiror acquiring person to exercise voting power in electing directors within one of the following ranges of voting power: • one-tenth or more but less than one-third; • one-third or more but less than a majority; or • a majority or more of all voting power. The requisite stockholder approval must be obtained each time an acquiror crosses one of the thresholds of voting power set forth above. Control shares do not include shares the acquiring person is then entitled to vote as a result of having previously obtained stockholder approval. A “control share acquisition acquisition” means the acquisition of control shares, subject to certain exceptions. A person who has made or proposes to make a control share acquisition may compel the Board of Directors of the corporation to call a special meeting of stockholders to be held within 50 days of demand to consider the voting rights of the shares. The right to compel the calling of a special meeting is subject to the satisfaction of certain conditions, including an undertaking to pay the expenses of the meeting. If no request for a meeting is made, the corporation Company may itself present the question at any stockholders meeting. If voting rights are not approved at the stockholders meeting or if the acquiring person does not deliver an acquiring person the statement as required by Maryland law, then, subject to certain conditions and limitations, the statute, then the corporation Company may repurchase for fair value redeem any or all of the control shares, except those for which voting rights have previously been approved. The right of the corporation to repurchase control shares is subject to certain conditions and limitations, for fair value. Fair value is determined, without regard to the absence of voting rights for the control shares, as of the date of the last control share acquisition by the acquiror or of any meeting of stockholders at which the voting rights of the shares are were considered and not approved. If voting rights for control shares are approved at a stockholders meeting and the acquiror becomes entitled to vote a majority of the shares entitled to vote, all other stockholders may exercise appraisal rights. The fair value of the shares as determined for purposes of these appraisal rights may not be less than the highest price per share paid by the acquiror in the control share acquisition. The Control Share Act control share acquisition statute does not apply (a) to shares acquired in a merger, consolidation or share exchange if the corporation Company is a party to the transaction or (b) transaction, nor does it apply to acquisitions approved by or exempted by the charter Charter or bylaws of the corporationBylaws. Our bylaws The Bylaws contain a provision exempting from the Control Share Act control share acquisition statute any member of the Agree-▇▇▇▇▇▇▇▇▇ Group, as defined therein, the Company’s officers, the Company’s employees, any of the associates or affiliates of the foregoing and all acquisitions any other person acting in concert or as a group with any of the foregoing and any other person, as determined by any person of our shares of stockthe Board.