Company Actions and Stockholder Approval. 3 2.1 Company Approval 3 2.2 The Company’s Stockholders’ Meeting 4 3. STATUS AND CONVERSION OF SECURITIES 6 3.1 Company Capital Stock 6 3.2 Merger Sub Common Stock 8 3.3 Dissenting Shares 9 3.4 Company Stock Options and Other Stock Plans 9 3.5 Adjustments to Prevent Dilution 10 4. REPRESENTATIONS, WARRANTIES AND AGREEMENTS 10 4.1 Representations, Warranties and Agreements of the Company 10 4.2 Representations, Warranties and Agreements of Acquiror and Merger Sub 31 5. COVENANTS 34 5.1 Covenants of the Company 34 5.2 Covenants of Acquiror 39 5.3 Covenants of Merger Sub 40 5.4 Mutual Covenants 41
Company Actions and Stockholder Approval
