M&A Boot Camp booklet 2023 - Flipbook - Page 124
(e) result in the imposition or creation of any lien or other Encumbrance upon or with respect to any asset owned or used by the
Company (except for minor liens that will not, in any case or in the aggregate, materially detract from the value of the assets subject thereto
or materially impair the operations of the Company).
Except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and as set forth in Part 2.21 of the
Disclosure Schedule, the Company is not and the Company will not be required to make any filing with or give any notice to, or to obtain any
Consent from, any Person in connection with: (x) the execution, delivery or performance of this Agreement or any of the other agreements
referred to in this Agreement; or (y) the consummation of the Merger or any of the other transactions contemplated by this Agreement.
2.22 Vote Required.
(a) Merger Vote. The affirmative vote of: (i) the holders of a majority of the shares of Company Capital Stock (voting together as a
single class on an as-converted basis); and (ii) the holders of a majority of the shares of Company Preferred Stock (voting as a separate
class), are the only votes of the holders of any class or series of Company Capital Stock necessary to adopt this Agreement and approve the
other transactions contemplated by this Agreement (other than the Certificate Amendment) (the votes referred to in clauses “(i)” and “(ii)” of
this sentence being referred to collectively as the “Required Merger Stockholder Votes”).
(b) Certificate Amendment Vote. The affirmative vote of: (i) the holders of a majority of the shares of Series A Preferred Stock (voting
together as a separate class on an as-converted basis); (ii) the holders of 66 2/3% of the shares of Series B Preferred Stock (together voting
as a separate class on an as-converted basis); (iii) the holders of 66 2/3% of the shares of Series C Preferred Stock (voting as a separate class
on an as-converted basis); (iv) the holders of 66 2/3% of the shares of Series D Preferred Stock (voting as a separate class on an asconverted basis); and (v) the holders of a majority of the shares of Company Capital Stock, are the only votes of the holders of any class or
series of Company Capital Stock necessary to approve the Certificate Amendment (the votes referred to in clauses “(i),” “(ii),” “(iii),” “(iv)”
and “(v)” of this sentence being referred to collectively as the “Required Amendment Stockholder Votes”).
2.23 Brokers. No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the
Merger or any of the other transactions contemplated by this Agreement based upon arrangements made by or on behalf of the Company, except
as set forth in Part 2.23 of the Disclosure Schedule. Except as set forth in Part 2.23 of the Disclosure Schedule, no Person is or may become entitled
to receive any fee or other amount from the Company for professional services performed or to be performed in connection with the Merger or any
of the other transactions contemplated by this Agreement.
2.24 Full Disclosure.
(a) Representations and Warranties. This Agreement (including the Disclosure Schedule) does not, and the Company Closing
Certificate (as defined in Section 6.7(d)) and Merger Consideration Certificate (as defined in Section 6.7(e)) will not: (i) contain any
representation, warranty or information that is false or misleading with respect to any material fact; or (ii) omit to state any material fact
necessary in order to make the representations, warranties and information contained and to be contained herein and therein (in the light of
the circumstances under which such representations, warranties and information were or will be made or provided) not false or misleading.
34.