REPRESENTATIONS AND WARRANTIES OF ARTIUS AND MERGER SUB. 63 4.1 Organization; Authority; Enforceability 63 4.2 Capitalization 64 4.3 Brokerage 65 4.4 Trust Account 66 4.5 Artius SEC Documents; Controls 66 4.6 Information Supplied 68 4.7 Litigation 69 4.8 Listing 69 4.9 Investment Company 69 4.10 Noncontravention 69 4.11 Business Activities 70 4.12 Tax Matters 71 4.13 Affiliate Transactions 73 4.14 Compliance with Laws 73 4.15 Employees 73 4.16 PIPE Investment 73 4.17 Inspections; Company 74 ARTICLE V INTERIM OPERATING COVENANTS 74 5.1 Interim Operating Covenants of the Company 74 5.2 Interim Operating Covenants of Artius 78 ARTICLE VI PRE-CLOSING AGREEMENTS 80 6.1 Reasonable Best Efforts; Further Assurances 80 6.2 Trust & Closing Funding 80 6.3 Listing 81 6.4 Confidential Information 81 6.5 Access to Information 81 6.6 Notification of Certain Matters 82 6.7 Regulatory Approvals; Efforts 82 6.8 Communications; Press Releases 84 6.9 Registration Statement 84 6.10 Artius Stockholder Meeting; Board Recommendation 86 6.11 Expenses 87 6.12 Directors and Officers 87 6.13 Equity Financing; Cooperation 88 6.14 Stock Transactions 89 6.15 Exclusivity 90 6.16 Tax Matters 90 6.17 Additional Support Agreements 91 6.18 Company Stockholder Approval 92 6.19 LTIP; ESPP 92 6.20 Delivery of Financial Statements 92 6.21 Domestication 93 6.22 Name Change 93 6.23 Artius Warrants 93 6.24 Section 280G 93 ARTICLE VII TERMINATION 94 7.1 Termination 94 7.2 Effect of Termination 95 ARTICLE VIII MISCELLANEOUS 96 8.1 Amendment and Waiver 96 8.2 Waiver of Remedies; Survival of Representations and Warranties 96 8.3 Notices 97 8.4 Assignment 97 8.5 Severability 98 8.6 Interpretation 98 8.7 Entire Agreement 99 8.8 Counterparts; Electronic Delivery 99 8.9 Governing Law; Waiver of Jury Trial; Jurisdiction 99 8.10 Trust Account Waiver 100 8.11 Specific Performance 101 8.12 No Third-Party Beneficiaries 101 8.13 Disclosure Letters and Exhibits 101 8.14 No Recourse 102 8.15 Legal Representation 103 8.16 Acknowledgements 104 8.17 Equitable Adjustments 105 EXHIBITS Exhibit A Form of Sponsor Letter Agreement Exhibit B Form of Lock-up Agreement Exhibit C Form of Company Transaction Support Agreement Exhibit D Artius Board Members AGREEMENT AND PLAN OF MERGER This Agreement and Plan of Merger and Reorganization (this “Agreement”) is made and entered into as of February 16, 2021, by and among (i) Artius Acquisition Inc., a Cayman Islands exempted company (“Artius”), (ii) Micromidas, Inc., a Delaware corporation (the “Company”), and (iii) Zero Carbon Merger S...
REPRESENTATIONS AND WARRANTIES OF ARTIUS AND MERGER SUB. Except as disclosed in (a) Artius’ Disclosure Letter (subject to Section 8.13) and (b) the Artius SEC Documents filed with or furnished to the SEC prior to the date of this Agreement (to the extent the qualifying nature of such disclosure is readily apparent from the content of such Artius SEC Documents and excluding any disclosures in the “Risk Factors” or “Forward Looking Statements” sections that do not constitute statements of fact, disclosures in any forward-looking statements disclaimer and other disclosures that are generally of a predictive or cautionary nature or related to forward-looking in nature (it being acknowledged that nothing disclosed in such a Artius SEC Document will be deemed to modify or qualify the representations and warranties set forth in Section 4.1 (Organization; Authority; Enforceability)), Artius and Merger Sub hereby represent and warrant to the Company as follows:
