Closing Closing Conditions and Closing Payments. 11 2.1 The Closing 11 2.2 Closing Conditions 11 2.3 Payment of Merger Consideration 15 2.4 Withholding 19 2.5 Tax Consequences 19 ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE COMPANY 19 3.1 Organization, Good Standing, Power and Subsidiaries 20 3.2 Authority and Enforceability 20 3.3 Restrictions on Business Activities 22 3.4 Compliance with Laws; Governmental Permits 22 3.5 Company Capital Structure 22 3.6 Company Financial Statements; No Undisclosed Liabilities; Absence of Changes 25 3.7 Tax Matters 27 3.8 Title to, Condition and Sufficiency of Assets 31 3.9 Intellectual Property 31 3.10 Material Contracts 41 3.11 Employee Benefit Plans and Employee Matters 43 3.12 Foreign Corrupt Practices 47 3.13 Litigation 48 3.14 Insurance 48 3.15 Environmental, Health and Safety Matters 48 3.16 Customers and Suppliers 48 3.17 Interested Party Transactions 49
Closing Closing Conditions and Closing Payments. 2.1 The Closing. Unless this Agreement is validly terminated pursuant to Section 7.1, Parent, Merger Sub and the Company shall consummate the Merger at a closing (the “Closing”) within three (3) Business Days following satisfaction or waiver (if permissible hereunder) of the conditions set forth in Section 2.2 (other than those conditions that by their nature are to be satisfied at the Closing, but subject to satisfaction or waiver (if permissible hereunder) of those conditions at the Closing). The Closing shall take place by exchange of electronic deliveries and signatures, unless another place is mutually agreed upon in writing by Parent and the Company. The date upon which the Closing occurs hereunder shall be referred to herein as the “Closing Date.”
Closing Closing Conditions and Closing Payments. 8 2.1 The Closing 9 2.2 Closing Conditions. 9 2.3 Payment of Acquisition Consideration. 12
Closing Closing Conditions and Closing Payments
