M&A Boot Camp booklet 2023 - Flipbook - Page 125
(b) Information Statement. The information supplied by the Company for inclusion in the Information Statement will not, as of the date
of the Information Statement: (i) contain any statement that is inaccurate or misleading with respect to any material fact; or (ii) omit to state
any material fact necessary in order to make such information (in the light of circumstances under which it is provided) not false or
misleading.
3.
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER S UB
Parent and Merger Sub represent and warrant to the Company as follows:
3.1 Due Organization. Parent is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware
and has full power and authority to conduct its business in the manner in which its business is currently being conducted and to own and use its
assets in the manner in which its assets are currently owned and used. Merger Sub is a corporation duly organized, validly existing and in good
standing under the laws of the State of Delaware.
3.2 Non-Contravention; Consents.
(a) Non-Contravention. Neither: (i) the execution, delivery or performance of this Agreement or any of the other agreements,
documents or instruments referred to in this Agreement; nor (ii) the consummation of the Merger or any of the other transactions
contemplated by this Agreement or any of such other agreements, documents or instruments, will (with or without notice or lapse of time)
contravene, conflict with or result in a violation of: (A) any of the provisions of the certificate of incorporation or bylaws of Parent or Merger
Sub; (B) any resolution adopted by the stockholders, the board of directors or any committee of the board of directors of Parent or Merger
Sub; or (C) any provision of any material contract to which Parent is bound.
(b) Consents. Except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and any applicable
filings required to be made by Parent or Merger Sub, notices required to be given by Parent or Merger Sub or Consents required to be
obtained by Parent or Merger Sub, in each case from any Governmental Body in connection with the Merger, neither Parent nor Merger Sub
will be required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with: (i) the execution,
delivery or performance of this Agreement or any of the other agreements referred to in this Agreement; or (ii) the consummation of the
Merger or any of the other transactions contemplated by this Agreement.
3.3 Authority; Binding Nature of Agreement. Parent and Merger Sub have the absolute and unrestricted right, power and authority to enter
into and perform their obligations under this Agreement and under each other agreement, document and instrument referred to in this Agreement
to which Parent or Merger Sub is a party; and the execution, delivery and performance by Parent and Merger Sub of this Agreement and any of
each such other agreement, document and instrument have been duly authorized by all necessary action on the part of Parent and Merger Sub and
their respective boards of directors. This Agreement and each other agreement, document or instrument referred to in this Agreement to which
Parent or Merger Sub is a party constitutes the legal, valid and binding obligation of Parent and Merger Sub, as the case may be, enforceable
against them in accordance with its terms, subject to: (a) laws of general application relating to bankruptcy, insolvency and the relief of debtors;
and (b) rules of law governing specific performance, injunctive relief and other equitable remedies.
35.