definiens: ( as such term is defined in the Diversa Rights Plan ) in connection with ( i ) the entry by eachof the [COMPANY] Parties into this Agreement, the Stockholders Agreement with the Designated Diversa Stockholders and theother Transaction Documents to which it is a party and the acquisition by the [COMPANY] Parties or their Affiliates of the Shares, the Warrant and the Warrant Shares and the consummation of the transactions contemplated by the Transaction Documentsand ( ii ) the acquisition or ownership by the [COMPANY] Parties or any of their Affiliates of any shares of Diversa Common Stockor other securities so long as such acquisition or ownership does not increase the beneficial ownership by the [COMPANY] Partiesor their Affiliates of Diversa Common Stock above the total ownership percentage which the [COMPANY] Parties and theirAffiliates hold immediately after the Closing Date ( assuming full exercise of the Warrant ) . Diversa has taken all actionnecessary to exempt the [COMPANY] Parties from the provisions of Section 203 of the Delaware Law . No other state takeoverstatute other than Section 203 of the Delaware Law is applicable to the transactions22 contemplated hereby . Diversa has not entered into, and its Board of Directors has not adopted or authorized the adoption of, any shareholder rights plan or similar agreement, that would be applicable to the [COMPANY] Parties or their Affiliates as a resultof their acquisition of the Shares, the Warrant and the Warrant Shares in connection with the transactions contemplated by theTransaction Documents or their acquisition or ownership of any other shares of Diversa Common Stock or other securities asdescribed in clause ( ii ) above