M&A Boot Camp booklet 2023 - Flipbook - Page 132
5.7 Amendment to Certificate of Incorporation. The Company shall: (a) use commercially reasonable efforts to cause to be adopted the
Certificate Amendment; and (b) file the Certificate Amendment with the Secretary of State of the State of Delaware promptly after being requested
to do so by Parent and cause the Certificate Amendment to take effect upon filing.
6.
CONDITIONS PRECEDENT TO OBLIGATIONS OF PARENT AND MERGER S UB
The obligations of Parent and Merger Sub to cause the Merger to be effected and otherwise cause the transactions contemplated by this
Agreement to be consummated are subject to the satisfaction (or waiver by Parent), at or prior to the Closing, of each of the following conditions:
6.1 Accuracy of Representations.
(a) Accuracy at Signing. Each of the representations and warranties made by the Company in this Agreement shall have been accurate
in all material respects as of the date of this Agreement, other than representations and warranties that are qualified by their terms by a
reference to a “Material Adverse Effect” or other materiality qualifications, or any similar qualifications, contained or incorporated directly or
indirectly in such representations and warranties, which representations and warranties as so qualified shall be true and correct in all
respects; provided, however, that for purposes of determining the accuracy of such representations and warranties any update of or
modification to the Disclosure Schedule made or purported to have been made on or after the date of this Agreement shall be disregarded.
(b) Accuracy at Closing. Each of the representations and warranties made by the Company in this Agreement shall be accurate in all
material respects as of the Closing Date as if made on and as of the Closing Date, other than representations and warranties which by their
terms are made as of a specific date, which shall have been accurate in all material respects as of such date and representations and
warranties that are qualified by their terms by a reference to a “Material Adverse Effect” or other materiality qualifications, or any similar
qualifications, contained or incorporated directly or indirectly in such representations and warranties, which representations and warranties
as so qualified shall be true and correct in all respects; provided, however, that for purposes of determining the accuracy of such
representations and warranties any update of or modification to the Disclosure Schedule made or purported to have been made on or after
the date of this Agreement shall be disregarded.
6.2 Performance of Covenants. Each of the covenants and obligations that the Company is required to comply with or to perform at or prior
to the Closing shall have been complied with and performed in all material respects.
6.3 Governmental and Other Consents.
(a) Governmental Consents. All filings with and other Consents of any Governmental Body required to be made or obtained in
connection with the Merger and the other transactions contemplated by this Agreement shall have been made or obtained and shall be in full
force and effect and any waiting period under any applicable antitrust or competition law, regulation or other Legal Requirement shall have
expired or been terminated.
(b) Other Consents. All material Consents of third parties (other than Governmental Bodies) required to be obtained in connection with
the Merger and the other transactions contemplated by this Agreement shall have been obtained and shall be in full force and effect.
42.