M&A Boot Camp booklet 2023 - Flipbook - Page 107
(e) the Company has not amended or waived any of its rights under, or permitted the acceleration of vesting under: (i) any provision of
the Company Option Plan; (ii) any provision of any agreement evidencing any outstanding Company Option; or (iii) any restricted stock
agreement;
(f) there has been no amendment to any of the Charter Documents of the Company (other than the Certificate Amendment), and the
Company has not effected or been a party to any Acquisition Transaction, recapitalization, reclassification of shares, stock split, reverse
stock split or similar transaction;
(g) the Company has not made any capital expenditure which, when added to all other capital expenditures made on behalf of the
Company, exceeds $50,000;
(h) the Company has not amended or prematurely terminated or waived any material right or remedy under, any Contract that is or
would constitute a Material Contract (as defined in Section 2.11(a));
(i) the Company has not: (i) acquired, leased or licensed any right or other asset from any other Person: (ii) sold or otherwise disposed
of, or leased or licensed, any right or other asset to any other Person; or (iii) waived or relinquished any right, except for rights or assets
acquired, leased, licensed or disposed of in the ordinary course of business and consistent with past practices of the Company;
(j) the Company has not written off as uncollectible, or established any extraordinary reserve with respect to, any account receivable or
other indebtedness in excess of $5,000 with respect to a single matter, or in excess of $25,000 in the aggregate;
(k) the Company has not made any pledge of any of its assets or otherwise permitted any of its assets to become subject to any
Encumbrance, except for pledges made in the ordinary course of business and consistent with the Company’s past practices;
(l) the Company has not: (i) lent money to any Person (other than pursuant to routine and reasonable travel advances made to current
employees of the Company in the ordinary course of business); or (ii) incurred or guaranteed any indebtedness for borrowed money;
(m) the Company has not: (i) established, adopted or amended any Company Employee Plan; (ii) made any bonus, profit-sharing or
similar payment to, or increased the amount of wages, salary, commissions, fringe benefits or other compensation (including equity-based
compensation, whether payable in cash or otherwise) or remuneration payable to, any of its directors, officers or employees; or (iii) other
than with respect to non-officer employees and in the ordinary course of business and consistent with past practices, hired any new
employee;
(n) the Company has not changed any of its methods of accounting or accounting practices in any respect (except as required by
GAAP);
(o) the Company has not made or changed any Tax election, adopted or changed a material accounting method in respect of Taxes,
entered into a Tax allocation agreement, Tax sharing agreement, Tax indemnity agreement or closing agreement, settled or comprised a claim,
notice, audit report or assessment in respect of Taxes, or consented to an extension or waiver of the statutory limitation period applicable to
a claim or assessment in respect of Taxes;
17.