Common use of Company Covenants and Representations Clause in Contracts

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. (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 Amendment No. 1 and further 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 Amendment No. 1 and further amended by this Amendment) by the holders of Company Common Stock and directed that the Merger Agreement (as amended by Amendment No. 1 and further 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 Amendment No.1 and further 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 Amendment No. 1 and further 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 Amendment No. 1 and further amended by this Amendment). (c) Without limiting any of the other obligations of the Company under the Merger Agreement (as amended by Amendment No. 1 and further amended by this Amendment), contemporaneously with the filing of the Parent Current Report on Form 8-K amending the Form S-4 Registration referred to in Section 3.1 of this Amendment, the Company shall file with the SEC an amendment to the Proxy Statement/Prospectus previously filed by the Company with the SEC, reflecting and implementing the terms of this Amendment (including the amended terms of the Merger reflected in this Amendment) and that shall include the Company Board Recommendation. The Company shall cause the amendment to the Proxy Statement/Prospectus and the filing and dissemination thereof to comply in all material respects with applicable Legal Requirements (including the Exchange Act and the rules and regulations thereunder). Parent and its legal counsel shall be given reasonable opportunity to review and comment on the Proxy Statement/Prospectus (including any amendment or supplement thereto) prior to the filing thereof with the SEC, and the Company shall consider in good faith all additions, deletions or changes thereto suggested by the Parent and Merger Sub and its legal counsel, and shall accept all such reasonable changes proposed thereto by the Parent and Merger Sub and its counsel. This Section 3.2(c) shall replace in its entirety, the obligations under Section 3.2(c) of Amendment No. 1.