Company Covenants and Representations. (a) The Company represents and warrants to Parent and Merger Sub that the Company Board (at a meeting duly called and held) has: (i) determined that, as of the Amendment Date, the Merger, including the amended terms of the Merger reflected in this Amendment, is advisable and fair to, and in the best interests of, the Company and its stockholders; (ii) authorized and approved the execution, delivery and performance of the Merger Agreement (as amended by this Amendment) by the Company and approved the Merger and the amended terms of the Merger reflected in this Amendment; and (iii) recommended, as of the Amendment Date, the adoption of the Merger Agreement (as amended by this Amendment) by the holders of Company Common Stock and directed that the Merger Agreement (as amended by this Amendment) and the Merger be submitted for consideration by the Company’s stockholders at the Company Stockholders’ Meeting; and (iv) assuming the accuracy of the representations by Parent and Merger Sub set forth in Section 3.9 of the Merger Agreement, to the extent necessary, adopted a resolution having the effect of ensuring that the restrictions applicable to business combinations contained in Section 203 of the DGCL are not, and will not be, applicable to the execution, delivery or performance of the Merger Agreement (as amended by this Amendment), the Company Stockholder Voting Agreements, or to the consummation of the Merger or any of the other Contemplated Transactions.
(b) From and after the date of this Amendment, the term “Company Board Recommendation” as used in the Merger Agreement (as amended by this Amendment) shall mean the recommendation of the Company’s board of directors that the Company’s stockholders vote to adopt the Merger Agreement (as amended by this Amendment).
Company Covenants and Representations. The Company makes the following covenants and representations to the Purchaser, acknowledging that the Purchaser is relying on these covenants and representations as a material inducement to enter into this Agreement:
3.1.1. Corporate Status and Authorization The Company is duly organized, validly existing, and in good standing under the laws of its jurisdiction of incorporation. The Company has all requisite corporate power and authority to enter into this Agreement, perform its obligations hereunder, and consummate the transactions contemplated by this Agreement.
Company Covenants and Representations. The Company represents and agrees to:
13.1 provide such assistance the Distributor in its marketing programs as the Company thinks fit;
13.2 fulfill orders accepted by the Company for the Products in accordance with this Agreement;
13.3 notify the Distributor as soon as practicable regarding the release of new or revised Products;
13.4 furnish the Distributor with forty (40) sets of marketing materials at no charge, and to provide additional copies at cost;
13.5 provide Distributor with timely responses regarding plans to correct bugs and enhance the products;
13.6 send one Company application engineer to Distributor during the earlier stages of the Product release for at least one week to provide Distributor with additional support; the terms and timing of this support will be mutually agreed upon;
13.7 provide a mutually agreed upon Field Application Engineer's Qualification Program including training, performance evaluation, and correction actions;
13.8 visit Korea at least once each quarter and conduct face to face meetings with both the Distributor and customer to understand, evaluate and advise the Distributor; and
13.9 provide the Distributor with a reasonable number of demonstration or customer evaluation copies of the Product for customer purchase evaluations at no charge to the Distributor.
Company Covenants and Representations. The Company represents and agrees to:
13.1 provide such assistance the Distributor in its marketing programs as the Company thinks fit;
13.2 furnish the Distributor with forty (40) sets of marketing materials at no charge, and to provide additional copies at cost;
13.3 provide the Distributor with timely responses regarding plans to correct bugs and enhance the Products;
13.4 use reasonable commercial efforts to procure the Supplier to send one application engineer to the Distributor during the earlier stages of the Product release to provide the Distributor with additional support, the terms and timing of this support will be mutually agreed upon;
13.5 provide a mutually agreed upon Field Application Engineer's Qualification Program including training, performance evaluation, and correction actions;
13.6 use reasonable efforts to procure the Supplier's group of companies to send a representative to Japan to conduct face to face meetings with both the Distributor and customer to understand, evaluate and advise the Distributor; and
13.7 provide the Distributor with a reasonable number of demonstration or customer evaluation copies of the Product for customer purchase evaluations at no charge to the Distributor.
Company Covenants and Representations
