Deltek. Deltek (i) is a corporation duly incorporated, validly existing and in good standing under the Laws of the Commonwealth of Virginia, (ii) has full power and authority to execute, deliver and perform this Agreement and the other Transaction Documents to which it is a party, (iii) has all requisite corporate power and authority to own or lease and to operate its properties and carry out the businesses in which it is engaged, and (iv) is qualified or licensed to do business as a foreign corporation in good standing in each jurisdiction where its ownership of property, or the conduct of its business, requires such qualification and where the failure to so qualify would, individually or in the aggregate, have a Material Adverse Effect on Deltek. For the purposes hereof, a “Material Adverse Effect on Deltek” means any material adverse change in, or material adverse effect on, the assets, liabilities, business, operations or condition, financial or otherwise, of Deltek taken as a whole.
Deltek. The capitalization and record owners of all of the Capital Stock of Deltek is as set forth on Exhibit A. All outstanding Capital Stock of Deltek is duly authorized, has been validly issued and is fully paid and non-assessable, is owned beneficially and of record by the Shareholders, free and clear of any Lien, and was issued in compliance with applicable securities Laws or exemptions therefrom. No Person has preemptive rights with respect to any securities of Deltek. Deltek does not have, and immediately following the Closing, Deltek will not have, any outstanding securities convertible into or exchangeable or exercisable for any shares of its Capital Stock or any rights to subscribe for or to purchase, or any agreements providing for the issuance (contingent or otherwise) of, or any calls against, commitments by or claims against it of any character relating to, any shares of its Capital Stock or any securities convertible into or exchangeable or exercisable for any shares of its Capital Stock. Except as set forth in the Investor Rights Agreement and the Shareholders’ Agreement, Deltek is not a party to and there is not, and immediately after the Closing there will not be, any contract, right of first refusal, right of first offer, proxy, voting agreement, voting trust, registration rights agreement, or shareholders agreement, whether or not Deltek is a party thereto, with respect to the purchase, sale or voting of any shares of Capital Stock of Deltek or any securities convertible into or exchangeable or exercisable for any shares of Capital Stock of Deltek.
Deltek. True and complete copies of the Amended and Restated Articles of Incorporation and Bylaws of Deltek, as currently in effect, and the minute books and stock record books thereof have been made available to Buyers. The minute books of Deltek contain accurate and complete records of all meetings held of, and corporate actions taken by, the shareholders, the Board of Directors, and committees, if any, of the Board of Directors of Deltek, and no meeting of any such shareholders, Board of Directors or committee has been held for which minutes have not been prepared and are not contained in such minute books. The aforesaid charters, bylaws and minutes (including written consents or other actions) are true, correct and complete as of the Effective Date.
