Representations and Warranties of Velodyne. Velodyne hereby represents and warrants to the Stockholders as follows:
Representations and Warranties of Velodyne. 12 3.1 Organization 12 3.2 Velodyne Capitalization 13 3.3 Authority; Execution and Delivery; Enforceability 14 3.4 No Conflicts 16 3.5 SEC Documents; Financial Statements; Undisclosed Liabilities 16 3.6 Absence of Certain Changes or Events 18 3.7 Information Supplied 18 3.8 Legal Proceedings 19 3.9 Compliance with Laws 19 3.10 Permits 20 3.11 Employee Benefit Plans 21 3.12 Employee and Labor Matters 23 3.13 Environmental Matters 25 3.14 Real Property 25 3.15 Tax Matters 26 3.16 Material Contracts 28 3.17 Intellectual Property 31 3.18 Data Privacy 34 3.19 Xxxxxx’s Fees 34 3.20 Opinion of Financial Advisor 34 3.21 Ownership of Ouster Common Stock 34 3.22 Insurance 34 3.23 No Other Representations or Warranties 35 ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF OUSTER 35 4.1 Organization 36 4.2 Ouster Capitalization 36 4.3 Authority; Execution and Delivery; Enforceability 37 4.4 No Conflicts 38 4.5 SEC Documents; Financial Statements; Undisclosed Liabilities 39 4.6 Absence of Certain Changes or Events 41 4.7 Information Supplied 41 4.8 Legal Proceedings 41 4.9 Compliance with Laws 41 4.10 Permits 43 4.11 Employee Benefit Plans 43 4.12 Employee and Labor Matters 46 4.13 Environmental Matters 47 4.14 Real Property 48 4.15 Tax Matters 48 4.16 Material Contracts 51 4.17 Intellectual Property 53 4.18 Data Privacy 56 4.19 Xxxxxx’s Fees 56 4.20 Opinion of Financial Advisor 56 4.21 Ownership of Velodyne Common Stock 57 4.22 Insurance 57 4.23 Merger Subs 57 4.24 No Other Representations or Warranties 57 ARTICLE 5 COVENANTS 58 5.1 Conduct of Business by Xxxxxxxx and its Subsidiaries Pending the Effective Time 58 5.2 Conduct of Business by Ouster and its Subsidiaries Pending the Effective Time 62 5.3 Preparation of the Form S-4 and the Joint Proxy Statement; Stockholders Meetings 65 5.4 No Solicitation of Transactions 69 5.5 Access to Information; Confidentiality 74 5.6 Appropriate Action 75 5.7 Certain Notices 77 5.8 Public Announcements 77 5.9 Director and Officer Indemnification 77 5.10 Stock Exchange Listing 79 5.11 Section 16 Matters 79 5.12 Stockholder Litigation 79 5.13 Tax Matters 79 5.14 Employee Matters 80 5.15 Cooperation 82 5.16 Stock Exchange Delisting and Xxxxxxxxxxxxxx 00 5.17 Litigation Matters 83
Representations and Warranties of Velodyne. Except (a) as set forth in the Velodyne Disclosure Schedule (subject to Section 8.14) and (b) as otherwise disclosed or identified in the Velodyne SEC Documents publicly filed or furnished after September 29, 2020, and prior to the date hereof, without giving effect to any amendment to any such document filed on or after the date hereof (other than (i) any forward-looking disclosures contained in the “Forward Looking Statements” and “Risk Factors” sections of the Velodyne SEC Documents and any other disclosures included therein to the extent they are primarily predictive, cautionary or forward looking in nature, and (ii) information included in, or incorporated by reference as, exhibits and schedules to any Velodyne SEC Document, and provided that the exception provided for in this clause (b) shall be applied if, and only if, the nature and content of the applicable disclosure in any such Velodyne SEC Document publicly filed or furnished prior to the date hereof is reasonably specific as to matters and items such that the subject matter of such disclosure is reasonably apparent on the face of the text of such disclosure to be applicable to the representation set forth herein), Velodyne hereby represents and warrants to Ouster as follows:
