Certificate of Formation and Limited Liability. Company Agreement 17 2.5 Directors, Managers and Officers 17 2.6 Conversion of Merger Subsidiary Member Interests and Outstanding Company Member Interests 17 2.7 Closing of Transfer Books 18 2.8 Payments 18 2.9 Closing Adjustment Amount 19 2.10 Final Adjustment Amount 19 2.11 Purchase Price Allocation 21 ARTICLE III REPRESENTATIONS AND WARRANTIES 22 3.1 Representations and Warranties of the Company 22 3.2 Representations and Warranties of Parent and Merger Subsidiary 35 ARTICLE IV COVENANTS OF THE COMPANY 38 4.1 Conduct of Business 38 4.2 Access and Information 41 4.3 Supplemental Disclosure Letter 42 4.4 Company Transaction Costs 43 4.5 Pay-Off Letters; Company Transaction Costs 43 4.6 Assignment of Excluded Assets 43 4.7 Insurance 43 4.8 Non-Compete/Non-Solicitation; Release 43
Certificate of Formation and Limited Liability. Company Agreement 2 1.5 Managers and Officers 3
Certificate of Formation and Limited Liability. Company ------------------------------------------------------ Agreement. From and after the Effective Time, and until thereafter amended --------- as provided by Law, the Certificate of Formation of the Company as in effect immediately prior to the Effective Time shall be the Certificate of Formation of the Surviving Company. From and after the Effective Time, and until thereafter amended as provided by Law, the Limited Liability Company Agreement of the Surviving Company shall be in the form attached hereto as Exhibit A. ---------
Certificate of Formation and Limited Liability. Company Agreement of the Surviving Entity; Officers and Managers of the Surviving Entity 13 Section 2.4 Conversion of Company Units and Membership Interests of Merger Sub 13 Section 2.5 Merger Consideration 13 Section 2.6 Merger Consideration Allocation 17 Section 2.7 Withholding Taxes 17 Section 2.8 Escheat Laws 17 ARTICLE 3 REPRESENTATIONS AND WARRANTIES REGARDING THE GROUP COMPANIES 18 Section 3.1 Organization and Qualification 18 Section 3.2 Capitalization 18 Section 3.3 Authority; Execution; Enforceability 19 Section 3.4 Financial Statements; Undisclosed Liabilities 19 Section 3.5 Consents and Approvals; No Violations 20 Section 3.6 Material Contracts 21 Section 3.7 Absence of Changes 23 Section 3.8 Litigation 23 Section 3.9 Compliance with Applicable Law; Permits 23 Section 3.10 Employee Plans 23 Section 3.11 Environmental Matters 25 Section 3.12 Intellectual Property Rights 26 Section 3.13 Labor Matters 27 Section 3.14 Employees. 27 Section 3.15 Insurance 28 Section 3.16 Tax Matters 28 Section 3.17 Brokers 31 Section 3.18 Real and Personal Property 31 Section 3.19 Ownership and Sufficiency of Assets. 32 Section 3.20 Transactions with Affiliates 32 Section 3.21 International Trade Laws; Anti-Corruption 32 Section 3.22 Suppliers. 33 Section 3.23 Franchise Matters 33 Section 3.24 Food Safety Matters. 34 Section 3.25 Privacy Matters 34 Section 3.26 EXCLUSIVITY OF REPRESENTATIONS AND WARRANTIES 35 ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB 35 Section 4.1 Organization 35 Section 4.2 Authority 36 Section 4.3 Consents and Approvals; No Violations 36 Section 4.4 Brokers 36 Section 4.5 Financing 37 Section 4.6 Solvency 37 Section 4.7 Acquisition of Equity For Investment 37 Section 4.8 Acknowledgment and Representations by Parent and Merger Sub 37
Certificate of Formation and Limited Liability. Company Agreement; Officers and Manager 9 Section 2.5 Closing 9 Section 2.6 Closing Deliveries 10 Section 2.7 Conversion of Company Interests 12 Section 2.8 Closing of the Company’s Transfer Books 13 Section 2.9 Exchange Procedures 13 Section 2.10 Holdback Distribution(s) 14
