M&A Boot Camp booklet 2023 - Flipbook - Page 87
TABLE OF CONTENTS
(CONTINUED)
PAGE
3.
4.
5.
6.
2.21
Non-Contravention; Consents
33
2.22
Vote Required
34
2.23
Brokers
34
2.24
Full Disclosure
34
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB
35
3.1
Due Organization
35
3.2
Non-Contravention; Consents
35
3.3
Authority; Binding Nature of Agreement
35
3.4
Legal Proceedings
36
CERTAIN COVENANTS OF THE COMPANY
36
4.1
Access and Investigation
36
4.2
Operation of the Business of the Company
36
4.3
Notification; Updates to Disclosure Schedule
38
4.4
No Negotiation
38
4.5
Termination of Certain Employee Benefit Plans
39
4.6
Termination of Agreements
39
4.7
FIRPTA Matters
39
CERTAIN COVENANTS OF THE PARTIES
39
5.1
Filings and Consents
39
5.2
Stockholder Consent
40
5.3
Public Announcements
41
5.4
Commercially Reasonable Efforts
41
5.5
Employee Benefits
41
5.6
Communications with Employees
41
5.7
Amendment to Certificate of Incorporation
42
CONDITIONS PRECEDENT TO OBLIGATIONS OF PARENT AND MERGER SUB
42
6.1
Accuracy of Representations
42
6.2
Performance of Covenants
42
6.3
Governmental and Other Consents
42
6.4
No Material Adverse Effect
43
6.5
Stockholder Approval
43
6.6
Certificate Amendment
43
6.7
Agreements and Documents
43
ii.