M&A Boot Camp booklet 2023 - Flipbook - Page 135
(l) a legal opinion executed by Gunderson Dettmer in the form previously agreed to by Parent and the Company; and
(m) the FIRPTA Statement executed by the Company.
6.8 FIRPTA Compliance. The Company shall have filed with the Internal Revenue Service the FIRPTA Notification.
6.9 No Restraints. No temporary restraining order, preliminary or permanent injunction or other order preventing the consummation of the
Merger shall have been issued by any court of competent jurisdiction and remain in effect, and there shall not be any Legal Requirement enacted
or deemed applicable to the Merger that makes consummation of the Merger illegal.
6.10 No Legal Proceedings. No Governmental Body and no other Person shall have commenced or threatened to commence any Legal
Proceeding: (a) challenging the Merger or any of the other transactions contemplated by this Agreement or seeking the recovery of damages in
connection with the Merger or any of the other transactions contemplated by this Agreement; (b) seeking to prohibit or limit the exercise by Parent
of any material right pertaining to its ownership of stock of Merger Sub or the Company; (c) that may have the effect of preventing, delaying,
making illegal or otherwise interfering with the Merger or any of the other transactions contemplated by this Agreement; or (d) seeking to compel
the Company, Parent or any affiliate of Parent to dispose of or hold separate any material assets as a result of the Merger or any of the other
transactions contemplated by this Agreement.
6.11 No Options/Warrants. The Company shall have provided Parent with evidence reasonably satisfactory to Parent as to the exercise or
termination of all options, warrants or other rights to purchase shares of Company Capital Stock.
6.12 Termination of Employee Plans. The Company shall have provided Parent with evidence reasonably satisfactory to Parent as to the
termination of the benefit plans referred to in Section 4.5.
6.13 Employees. None of the individuals identified on Schedule 6.13 shall have ceased to be employed by the Company, or shall have
expressed an intention to terminate his or her employment with the Company or to decline to accept employment with Parent.
6.14 Section 280G Stockholder Approval. Any agreements, contracts or arrangements that may result, separately or in the aggregate, in a
Section 280G Payment shall have been approved by such number of stockholders of the Company as is required by the terms of Section 280G in
order for such payments and benefits not to be deemed parachute payments under Section 280G of the Code, with such approval to be obtained in
a manner which satisfies all applicable requirements of Section 280G(b)(5)(B) of the Code and all applicable regulations (whether proposed or final)
relating to Section 280G of the Code, or, in the absence of such stockholder approval, each Person who would otherwise have been entitled to any
such payments or benefits shall have duly executed and delivered to Parent the waiver referred to in Section 5.2(b).
6.15 Release of Lighthouse Liens. The Company shall have provided Parent with either: (a) evidence reasonably satisfactory to Parent of
the release by Lighthouse Capital Partners V, L.P (and any affiliate thereof) of all Encumbrances on any of the assets of the Company; or (b) signed
documentation (including appropriate UCC-3 termination statements) reasonably satisfactory to Parent pursuant to which Lighthouse Capital
Partners V, L.P (and any affiliate thereof) will release all Encumbrances on any of the assets of the Company promptly after receipt of payment of
the outstanding amounts due under its loan agreement with the Company.
45.