Common use of Company Covenants and Representations Clause in Contracts

Company Covenants and Representations. (a) The Company represents and warrants to Parent and Merger Sub that the Company Board (at a meeting duly called and held) has: (i) determined that, as of the Amendment Date, the Merger, including the amended terms of the Merger reflected in this Amendment, is advisable and fair to, and in the best interests of, the Company and its stockholders; (ii) authorized and approved the execution, delivery and performance of the Merger Agreement (as amended by this Amendment) by the Company and approved the Merger and the amended terms of the Merger reflected in this Amendment; and (iii) recommended, as of the Amendment Date, the adoption of the Merger Agreement (as amended by this Amendment) by the holders of Company Common Stock and directed that the Merger Agreement (as amended by this Amendment) and the Merger be submitted for consideration by the Company’s stockholders at the Company Stockholders’ Meeting; and (iv) assuming the accuracy of the representations by Parent and Merger Sub set forth in Section 3.9 of the Merger Agreement, to the extent necessary, adopted a resolution having the effect of ensuring that the restrictions applicable to business combinations contained in Section 203 of the DGCL are not, and will not be, applicable to the execution, delivery or performance of the Merger Agreement (as amended by this Amendment), the Company Stockholder Voting Agreements, or to the consummation of the Merger or any of the other Contemplated Transactions.

Company Covenants and Representations. (a) The Company represents and warrants to Parent and Merger Sub that the Company Board (at a meeting duly called and held) has: (i) determined that, as of the Amendment Date, the Merger, including the amended terms of the Merger reflected in this Amendment, is advisable and fair to, and in the best interests of, the Company and its stockholders; (ii) authorized and approved the execution, delivery and performance of the Merger Agreement (as amended by Amendment No. 1 and further amended by this Amendment) by the Company and approved the Merger and the amended terms of the Merger reflected in this Amendment; and (iii) recommended, as of the Amendment Date, the adoption of the Merger Agreement (as amended by Amendment No. 1 and further amended by this Amendment) by the holders of Company Common Stock and directed that the Merger Agreement (as amended by Amendment No. 1 and further amended by this Amendment) and the Merger be submitted for consideration by the Company’s stockholders at the Company Stockholders’ Meeting; and (iv) assuming the accuracy of the representations by Parent and Merger Sub set forth in Section 3.9 of the Merger Agreement, to the extent necessary, adopted a resolution having the effect of ensuring that the restrictions applicable to business combinations contained in Section 203 of the DGCL are not, and will not be, applicable to the execution, delivery or performance of the Merger Agreement (as amended by Amendment No.1 and further amended by this Amendment), the Company Stockholder Voting Agreements, or to the consummation of the Merger or any of the other Contemplated Transactions.