Acquiror and the. Company acknowledge that after the Effective Time and in connection with the integration process Acquiror will undertake a study of all of the plants and headquarters of Acquiror and its subsidiaries in an effort to rationalize the operations of Acquiror and its subsidiaries. Any decision as part of this process that would materially adversely affect the communities in which the headquarters of each of the Company's Home, Juvenile, Infant and Commercial operating divisions are located must be approved or ratified by the Acquiror Board.
Acquiror and the. Shareholders acknowledge and agree that, to the extent and for so long as Escrow Shares are held by the Escrow Agent hereunder, Acquiror shall have, as of and from the date such Escrow Shares are received by the Escrow Agent, a perfected, first priority security interest in such Escrow Shares to secure the payment of amounts, if any, payable pursuant to Article XIII of the Share Exchange Agreement. In connection therewith, the Shareholders expressly agree (i) that the Escrow Agent is acting solely as Acquiror's agent to the extent necessary to perfect Acquiror's first-priority security interest in the Escrow Shares and (ii) to execute and deliver such instruments as Acquiror may from time to time reasonably request for the purpose of evidencing and perfecting such security interest. 1.3 All of the Shareholders hereby appoint Xxxxxx X. Xxxxxxxxx, Xx., an individual (the "Shareholder Agent"), as their attorney-in-fact to act as their agent in the performance of all of their obligations and exercise of all of their rights under this Agreement. 2.
Acquiror and the. Company Holders’ Agent may cause this Agreement to be amended at any time after the Closing by execution of an instrument in writing signed on behalf of Acquiror and the Company Holders’ Agent.
Acquiror and the. Stockholders have all requisite power and authority to enter into this Agreement and to consummate the transactions contemplated herein. All corporate action on the part of Acquiror, its officers, directors and stockholders necessary for the authorization and approval of this Agreement, the issuance of the Acquiror Shares and the performance of all obligations of Acquiror hereunder at the Closing has been taken. The Agreement has been duly executed and delivered by Acquiror and the Stockholders and constitutes the valid and binding obligation of Acquiror and each Stockholder enforceable in accordance with its terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights, and (b) general principles of equity that restrict the availability of equitable remedies.
