M&A Boot Camp booklet 2023 - Flipbook - Page 105
(e) Legal Issuance. All outstanding shares of Company Capital Stock, all outstanding Company Options and Company Warrants and
all other securities that have ever been issued or granted by the Company have been issued and granted in compliance in all material
respects with: (i) all applicable Legal Requirements; and (ii) all requirements set forth in all applicable Contracts. None of the outstanding
shares of Company Capital Stock were issued in violation of any preemptive rights or other rights to subscribe for or purchase securities of
the Company. Part 2.3(e) of the Disclosure Schedule accurately identifies each Company Contract relating to any securities of the Company
that contains any information rights, registration rights, financial statement requirements or other terms that would survive the Closing
unless terminated or amended prior to the Closing.
(f) Repurchased Shares. Part 2.3(f) of the Disclosure Schedule accurately sets forth with respect to any shares of capital stock
repurchased or redeemed by the Company since January 1, 2006: (i) the name of the seller of such shares; (ii) the number, class and series of
shares repurchased or redeemed; (iii) the date of such repurchase or redemption; and (iv) the price paid by the Company for such shares. All
shares of capital stock of the Company ever repurchased or redeemed by the Company were repurchased or redeemed in material compliance
with: (A) all applicable Legal Requirements; and (B) all requirements set forth in all applicable Contracts.
2.4 Financial Statements and Related Information.
(a) Delivery of Financial Statements. The Company has delivered to Parent the following financial statements and notes (collectively,
the “Company Financial Statements”): the audited balance sheets of the Company as of December 31, 2006 and December 31, 2007, and the
related audited statements of income, statements of stockholders’ equity and statements of cash flows for the years ended December 31,
2006 and December 31, 2007, together with the notes thereto and the unqualified report and opinion of Ernst & Young relating thereto.
(b) Fair Presentation. The Company Financial Statements present fairly the financial position of the Company as of the respective dates
thereof and the results of operations and cash flows of the Company for the periods covered thereby. The Company Financial Statements
have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered.
(c) Internal Controls. The books, records and accounts of the Company accurately and fairly reflect, in reasonable detail, the
transactions in and dispositions of the assets of the Company. Except as set forth in Part 2.4(c) of the Disclosure Schedule, the systems of
internal accounting controls maintained by the Company are sufficient to provide reasonable assurance that: (i) transactions are executed in
accordance with management’s general or specific authorization; (ii) transactions are recorded as necessary to permit preparation of financial
statements in conformity with GAAP and to maintain accountability for assets; (iii) access to assets is permitted only in accordance with
management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at
reasonable intervals and appropriate action is taken with respect to any differences. Part 2.4(c) of the Disclosure Schedule lists, and the
Company has delivered to Parent copies of, all written descriptions of, and all policies, manuals and other documents promulgating, such
internal accounting controls.
(d) Receivables. Part 2.4(d) of the Disclosure Schedule provides an accurate and complete breakdown and aging of all accounts
receivable, notes receivable and other receivables of the Company as of the date of this Agreement. Except as set forth in Part 2.4(d) of the
Disclosure Schedule, all existing accounts receivable of the Company (including those accounts receivable reflected on the balance sheet
included in the Company Financial Statements that have not yet been collected and those
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