M&A Boot Camp booklet 2023 - Flipbook - Page 123
2.20 Authority; Binding Nature of Agreement; Inapplicability of Anti-takeover Statutes.
(a) Authority; Binding Nature. The Company has the absolute and unrestricted right, power and authority to enter into and to perform
its obligations under this Agreement and under each other agreement, document or instrument referred to in this Agreement to which the
Company is or will be a party; and the execution, delivery and performance by the Company of this Agreement and of each such other
agreement, document and instrument have been duly authorized by all necessary action on the part of the Company and its board of
directors. Assuming due authorization, execution and delivery by the other parties hereto and thereto, this Agreement, and each other
agreement, document or instrument referred to in this Agreement to which the Company is a party constitutes the legal, valid and binding
obligation of the Company, enforceable against the Company in accordance with its terms, subject to: (i) laws of general application relating
to bankruptcy, insolvency and the relief of debtors; and (ii) rules of law governing specific performance, injunctive relief and other equitable
remedies.
(b) Board Approval. The Company’s board of directors has: (i) unanimously determined that the Merger is advisable and fair and in the
best interests of the Company and its stockholders; (ii) unanimously recommended the adoption of this Agreement and the approval of the
Certificate Amendment by the holders of Company Capital Stock and directed that this Agreement, the Merger and the Certificate
Amendment be submitted for consideration by the Company’s stockholders in accordance with Section 5.2; and (iii) to the extent necessary,
adopted a resolution having the effect of causing the Company not to be subject to any state takeover law or similar Legal Requirement that
might otherwise apply to the Merger or any of the other transactions contemplated by this Agreement.
(c) No Takeover Statute. No state or foreign takeover statute or similar Legal Requirement applies or purports to apply to the Merger,
this Agreement or any of the transactions contemplated hereby.
2.21 Non-Contravention; Consents. Except as set forth in Part 2.21 of the Disclosure Schedule, neither: (1) the execution, delivery or
performance of this Agreement or any of the other agreements, documents or instruments referred to in this Agreement; nor (2) the consummation
of the Merger or any of the other transactions contemplated by this Agreement or any such other agreement, document or instrument, will (with or
without notice or lapse of time):
(a) contravene, conflict with or result in a violation of: (i) any of the provisions of any Charter Documents of the Company; or (ii) any
resolution adopted by the stockholders, board of directors or any committee of the board of directors of the Company;
(b) contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the
transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Legal Requirement or any order, writ,
injunction, judgment or decree to which the Company or any of the assets owned or used by the Company, is subject;
(c) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to
revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by the Company or that otherwise
relates to the Company’s business or to any of the assets owned or used by the Company;
(d) contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Company Contract
that is or would constitute a Material Contract, or give any Person the right to: (i) declare a default or exercise any remedy under any such
Company Contract; (ii) accelerate the maturity or performance of any such Company Contract; or (iii) cancel, terminate or modify any such
Company Contract; or
33.