M&A Boot Camp booklet 2023 - Flipbook - Page 134
liabilities (including current and long term liabilities) of the Company as the Closing (it being understood that: (A) with respect to
accounts receivable, an allowance for doubtful accounts determined in accordance with GAAP applied on a basis consistent with past
practices shall also be included; and (B) with respect to inventory, obsolete inventory (determined in accordance with GAAP applied
on a basis consistent with past practices) shall not be included);
(iii) the name and address of record of each Person who is a stockholder of the Company immediately prior to the Effective Time
and who is entitled to receive Merger Consideration pursuant to this Agreement;
(iv) the number of shares of Company Capital Stock of each class and series held by each such stockholder immediately prior to
the Effective Time;
(v) the consideration that each stockholder is entitled to receive pursuant to Section 1.5;
(vi) the cash amount to be contributed to the Escrow Fund with respect to the shares of Company Capital Stock held by each
such stockholder pursuant to Section 1.5(c); and
(vii) the cash amount to be contributed to the Stockholders’ Agent Escrow Fund with respect to the shares of Company Capital
Stock held by each such stockholder pursuant to Section 1.5(c);
(f) documentation, reasonably satisfactory to Parent, in support of the calculation of the amounts set forth in the Merger Consideration
Certificate;
(g) documentation, reasonably satisfactory to Parent, evidencing the assignment by Massimiliano Poletto to the Company of the
domain name “MAZUNETWORKS.COM”;
(h) written resignations of all officers and directors of the Company, effective as of the Effective Time;
(i) the unaudited balance sheet of the Company as of September 30, 2008, and the related unaudited statement of income, statements of
stockholders’ equity and statements of cash flows for the nine months ended September 30, 2008, together with the notes thereto, all
prepared in accordance with GAAP applied on a basis consistent with the financial statements of the Company as of, and for the period
ended, December 31, 2007, except that the financial statements referred to in this clause “(i)” are subject to year-end audit adjustments (which
adjustments will not be material) (the “Unaudited Interim Financial Statements”);
(j) the Certificate of Merger, duly executed by the Company;
(k) written acknowledgments pursuant to which the Company’s outside legal counsel and any financial advisor, accountant or other
Person who performed services for or on behalf of the Company, or who is otherwise entitled to any compensation from the Company, in
connection with this Agreement, any of the transactions contemplated by this Agreement or otherwise, acknowledges: (i) the total amount of
fees, costs and expenses of any nature that is payable or has been paid to such Person in connection with this Agreement and any of the
transactions contemplated by this Agreement or otherwise; and (ii) that it has been paid in full and is not (and will not be) owed any other
amount by the Company with respect to this Agreement, the transactions contemplated by this Agreement or otherwise;
44.