REPRESENTATIONS AND WARRANTIES OF ACQUISITION SUBSIDIARY AND ACQUIROR. 19 4.1. Organization, Existence and Capital Stock 19 4.2. Authorization of Agreement 20 4.3. Non-Contravention; Consents 20 4.4. Commissions and Fees 21 4.5. No Subsidiaries 21 4.6. No Prior Activities 21 4.7. Offer Documents; Proxy Statement 21 4.8. Financing Arrangements 21 4.9. Legal Proceedings 22 ARTICLE V COVENANTS 22 5.1. Preservation of Business 22 5.2. Acquisition Proposals; No Solicitation 23 5.3. Meetings of Stockholders; Proxy Statement 24 5.4. Access to Information; Confidentiality 25 5.5. Foreign Competition Laws 25 5.6. Accounting Methods 25 5.7. Standstill 25 5.8. Public Disclosures 26 5.9. Indemnification and Insurance 26 5.10. Reasonable Best Efforts 28 5.11. Notice of Subsequent Events 28 5.12. Employment; Employee Welfare 29 5.13. Guarantee of Acquisition Subsidiary’s Obligations 30 ARTICLE VI CONDITIONS TO MERGER 30 6.1. Mutual Conditions 30 ARTICLE VII TERMINATION 30 7.1. Termination 30 7.2. Effect of Termination 32 7.3. Procedure for Termination 32 ARTICLE VIII MISCELLANEOUS 33 8.1. Expenses 33 8.2. Amendment 33 8.3. Extension; Waiver 33 8.4. Nonsurvival of Representations and Warranties 33 8.5. Notices 33 8.6. Governing Law/Consent to Jurisdiction 34 8.7. Waiver of Jury Trial 35 8.8. Certain Definitions 35 8.9. Captions 35 8.10. Integration of Schedules 36 8.11. Entire Agreement; Assignment 36 8.12. Enforcement of the Agreement 36 8.13. Validity 36 8.14. Counterparts 36 8.15. No Rule of Construction 36 8.16. Performance By Acquisition Subsidiary 36 Annex A Conditions to the Offer Annex B Index of Defined Terms Exhibit A Certificate of Incorporation of Surviving Corporation AGREEMENT AND PLAN OF MERGER AGREEMENT AND PLAN OF MERGER (the “Agreement”), made and entered into as of the 25th day of October, 2002, by and among Stake Technology Ltd., a Canada corporation (“ACQUIROR”), Stake Acquisition Corp., a Delaware corporation (the “Acquisition Subsidiary”), and Opta Food Ingredients, Inc., a Delaware corporation (“OPTA”).
REPRESENTATIONS AND WARRANTIES OF ACQUISITION SUBSIDIARY AND ACQUIROR. 19 4.1. Organization, Existence and Capital Stock...........................19 4.2.
REPRESENTATIONS AND WARRANTIES OF ACQUISITION SUBSIDIARY AND ACQUIROR. Each of Acquisition Subsidiary and ACQUIROR, jointly and severally, represent and warrant to EKCO, as of the date hereof, as follows:
REPRESENTATIONS AND WARRANTIES OF ACQUISITION SUBSIDIARY AND ACQUIROR. Each of Acquisition Subsidiary and Acquiror, jointly and severally, represent and warrant to Xxxxx as follows:
REPRESENTATIONS AND WARRANTIES OF ACQUISITION SUBSIDIARY AND ACQUIROR. Each of Acquisition Subsidiary and ACQUIROR, jointly and severally, represent and warrant to NEXA, as of the date hereof, as follows:
REPRESENTATIONS AND WARRANTIES OF ACQUISITION SUBSIDIARY AND ACQUIROR. Each of Acquisition Subsidiary and ACQUIROR, jointly and severally, represent and warrant to OPTA, as of the date hereof, as follows:
