CONDUCT OF BUSINESS PENDING. THE MERGER
CONDUCT OF BUSINESS PENDING. THE ARRANGEMENT 21 Section 4.01 Conduct of Business by the Company Pending the Arrangement 21 Section 4.02 Subsequent Company Documents; Monthly Financial Statements 24 ARTICLE V ADDITIONAL AGREEMENTS 25 Section 5.01 Interim Order; Information Circular; Final Order 25 Section 5.02 Appropriate Action; Consents; Filings 26 Section 5.03 Access to Information 27 Section 5.04 No Solicitation 28 Section 5.05 D&O Indemnification 31 Section 5.06 Notification of Certain Matters 31 Section 5.07 Public Announcements 32 Section 5.08 Shareholder Approval 32 Section 5.09 Securities Exchange Filings 32 Section 5.10 Stock Purchase Plans 32 Section 5.11 Company Stock Options 33 Section 5.12 Further Assurances 33 ARTICLE VI CONDITIONS TO THE ARRANGEMENT 33 Section 6.01 Conditions to the Obligations of Each Party 33 Section 6.02 Conditions to the Obligations of Parent and Subco 34 Section 6.03 Conditions to the Obligations of the Company 35 Section 6.04 Merger of Conditions 36 ARTICLE VII TERMINATION, AMENDMENT AND WAIVER 36 Section 7.01 Termination 36 Section 7.02 Method of Termination; Effect of Termination 37 Section 7.03 Payments on Termination 38 Section 7.04 Amendment 39 Section 7.05 Waiver 39 ARTICLE VIII GENERAL PROVISIONS 40 Section 8.01 Non-Survival of Representations, Warranties and Agreements 40 Section 8.02 Expenses 40 Section 8.03 Notices 40 Section 8.04 Certain Definitions 42 Section 8.05 Interpretation 49 Section 8.06 Severability 49 Section 8.07 Entire Agreement; Assignment 49 Section 8.08 Parties in Interest 50 – ii – TABLE OF CONTENTS (Cont'd) Page
CONDUCT OF BUSINESS PENDING. THE MERGERS 62 Section 6.1. Conduct of Business of Brekford 62 Section 6.2. Conduct of Business of the Company 65 Section 6.3. Exclusivity 68 Section 6.4. Subsequent Financial Statements 69 Section 6.5. Control of Operations 69 ARTICLE VII ADDITIONAL AGREEMENTS 69 Section 7.1. Registration Statement; Information Statement 69 Section 7.2. Stockholders’ Approval; Consummation of the Mergers 69 Section 7.3. Additional Agreements 70 Section 7.4. Notification of Certain Matters 70 Section 7.5. Access to Information 71 Section 7.6. Public Announcements 72 Section 7.7. Indemnification; Directors’ and Officers’ Insurance 72 Section 7.8. Employee Benefit Plans 72 Section 7.9. Management and Employment Arrangements 73 Section 7.10. Stock Exchange Listing 73 Section 7.11. Sale of Upfitting Business 73 Section 7.12. Post-Merger Novume Board of Directors 73 Section 7.13. Registration Rights 74 Section 7.14. Affiliates 74 Section 7.15. Blue Sky 74 Section 7.16. Compliance 74 Section 7.17. Key Stockholder Agreements 74 Section 7.18. Continuation of Historic Business 75 ARTICLE VIII CONDITIONS TO MERGERS 75 Section 8.1. Conditions to the Obligations of Each Party to Effect the Mergers 75 Section 8.2. Additional Conditions to Obligations of the Company 76 Section 8.3. Additional Conditions to Obligations of Brekford 77 ARTICLE IX TERMINATION, AMENDMENT AND WAIVER 78 Section 9.1. Termination 78 Section 9.2. Effect of Termination 79 Section 9.3. Amendment 80 Section 9.4. Waiver 80 ARTICLE X GENERAL PROVISIONS 80 Section 10.1. Non-Survival of Representations, Warranties and Agreements 80 Section 10.2. Notices 80 Section 10.3. Expenses 81 Section 10.4. Certain Definitions 81 Section 10.5. Headings 82 Section 10.6. Severability 82 Section 10.7. Entire Agreement; No Third-Party Beneficiaries 83 Section 10.8. Assignment 83 Section 10.9. Governing Law 83 Section 10.10. Counterparts 83 AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER THIS AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER, dated as of June 7, 2017 (the “Agreement”), is entered into by and among KeyStone Solutions, Inc., a Delaware corporation (the “Company”), Novume Solutions, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company (“Novume”), KeyStone Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Novume (“Company Merger Sub”), Brekford Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Novume (“Brekford Merger Sub”), and Brekford Traffic Safety, ...
CONDUCT OF BUSINESS PENDING. THE MERGER SECTION 5.01 Conduct of Business by the Company Pending the Merger......................................... 42 SECTION 5.02 Conduct of Business by IHK and the IHK Subsidiaries Pending the Merger................................. 45
CONDUCT OF BUSINESS PENDING. THE MERGER SECTION 6.01. Conduct of Business by the Company Pending the Merger.... 27 SECTION 6.02.
CONDUCT OF BUSINESS PENDING. THE MERGER 5.01. Conduct of Business by the Company Pending the Merger ........... 18 ARTICLE VI ADDITIONAL AGREEMENTS
CONDUCT OF BUSINESS PENDING. THE MERGER; OTHER COVENANTS.............................................................. 31 SECTION 4.1 Conduct of Business of the Company Pending the Merger........ 31 SECTION 4.2 Conduct of Business of Merger Sub............................ 35 SECTION 4.3 Shareholders' Consent/Meeting................................ 35 SECTION 4.4 Access to Information; Confidentiality....................... 35 SECTION 4.5 Affiliates................................................... 36 SECTION 4.6
CONDUCT OF BUSINESS PENDING. THE MERGERS Section 6.1 Covenants of PSNC...........................................36 Section 6.2 Covenants of SCANA..........................................41
CONDUCT OF BUSINESS PENDING. THE MERGER 6.1 Conduct of Business by AMI and NPB Pending the Merger. During the period from the date of this Agreement and continuing until the Effective Time, except as agreed to in writing by the other party or as set forth in Section 6.1 of the AMI Disclosure Schedule or NPB Disclosure Schedule: (a) the respective businesses of AMI and its subsidiaries shall be conducted only in the ordinary and usual course of business and consistent with past practices; (b) neither AMI nor its subsidiaries shall (i) sell or pledge or agree to sell or pledge any stock owned by it in any of its subsidiaries; (ii) amend its Articles of Incorporation or Bylaws; or (iii) split, combine or reclassify any shares of its outstanding capital stock or declare, set aside or pay any dividend or other distribution payable in cash, stock or property in respect of its capital stock, or directly or indirectly redeem, purchase or otherwise acquire any shares of its capital stock or other securities or shares of the capital stock or other securities of any of its subsidiaries, other than in connection with the use of shares of capital stock to pay the exercise price or tax withholdings in connection with its stock-based employee benefit plans in the ordinary course of business in accordance with past practice; (c) neither AMI nor any of its subsidiaries shall (i) authorize for issuance, issue, sell, pledge, dispose of, encumber, deliver or agree or commit to issue, sell, pledge, or deliver any additional shares of, or rights of any kind to acquire any shares of, its capital stock of any class or exchangeable into shares of stock of any class or any Voting Debt (whether through the issuance or granting of options, warrants, commitments, subscriptions, rights to purchase or otherwise), except for unissued shares of AMI Common Stock reserved for issuance upon the exercise of the stock options or warrants described in the AMI Disclosure Schedule pursuant to AMI's employee stock plans; (ii) acquire, dispose of, transfer, lease, license, mortgage, pledge or encumber any fixed or other assets, other than in the ordinary course of business and consistent with past practices; (iii) incur, assume or prepay any indebtedness, liability or obligation or any other liabilities or issue any debt securities, other than in the ordinary course of business and consistent with past practices; (iv) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherw...
CONDUCT OF BUSINESS PENDING. THE MERGERS AND ARRANGEMENT 61 SECTION 7.01. Conduct of Business by Trizec Pending the Trizec Merger 61 Page
