M&A Boot Camp booklet 2023 - Flipbook - Page 136
7.
CONDITIONS PRECEDENT TO OBLIGATIONS OF THE COMPANY
The obligations of the Company to effect the Merger and otherwise consummate the transactions contemplated by this Agreement are subject to
the satisfaction (or waiver by the Company), at or prior to the Closing, of the following conditions:
7.1 Accuracy of Representations.
(a) Accuracy at Signing. Each of the representations and warranties made by Parent and Merger Sub 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.
(b) Accuracy at Closing. Each of the representations and warranties made by Parent and Merger Sub 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.
7.2 Performance of Covenants. Each of the covenants and obligations that Parent and Merger Sub 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.
7.3 Stockholder Approval. This Agreement shall have been duly adopted by the Required Merger Stockholder Votes.
7.4 Documents. The Company shall have received the following documents: (a) the Escrow Agreement, duly executed by Parent; and (b) a
certificate duly executed on behalf of Parent by an officer of Parent and containing the representation and warranty of Parent that the conditions
set forth in Section 7.1 and 7.2 have been satisfied.
7.5 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.
8.
TERMINATION
8.1 Termination Events. This Agreement may be terminated prior to the Closing (whether before or after the adoption of this Agreement by
the Company’s stockholders):
(a) by the mutual written consent of Parent and the Company;
46.