Infrant definition
Examples of Infrant in a sentence
Each parcel of real property owned or leased by Infrant (i) is owned or leased free and clear of all Liens, other than Permitted Liens and (ii) is neither subject to any governmental decree or order to be sold nor is being condemned, expropriated or otherwise taken by any public authority with or without payment of compensation therefor, nor to the knowledge of Infrant, has any such condemnation, expropriation or taking been proposed.
Infrant does not and has not in the course of conducting its business and marketing its products since Infrant’s inception infringed or otherwise violated the Intellectual Property rights of any third party.
Infrant shall solicit and take all actions reasonably necessary to obtain the resignations of each director and officer of Infrant at the Effective Time (in their capacities as such, and not in their capacities as employees) as may be required in connection with Sections 2.6 and 2.7.
No investigation or review by any Governmental Entity with respect to Infrant is pending or, to the knowledge of Infrant, threatened, nor has any Governmental Entity indicated an intention to conduct the same.
The businesses of Infrant have not been, and are not being, conducted in violation of any Laws in any respect except for violations as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or prevent, materially delay or impair the ability of Infrant to consummate the transactions contemplated by this Agreement.
Prior to the date hereof, Infrant shall have distributed to all of the Consenting Shareholders an information statement (together with any amendments thereof or supplements thereto, the “Information Statement”) relating to the Merger.
Infrant shall have delivered to NETGEAR a certificate from the secretary of Infrant certifying as to (i) the Organizational Documents of Infrant, (ii) the resolutions adopted by the board of directors and shareholders of Infrant authorizing the transactions contemplated by this Agreement and the Shareholders Consent, and (iii) the outstanding capital stock and Infrant Stock Options outstanding as of the Closing.
Infrant shall be the surviving corporation in the Merger (sometimes hereinafter referred to as the “Surviving Corporation”) and shall continue its existence under the laws of the State of California.
The Merger shall become effective at the later of (i) the time when the Secretary of State of California has accepted the filing of the Agreement of Merger, or (ii) such date or time as Infrant and NETGEAR shall agree and specify in the Agreement of Merger (the time the Merger becomes effective being hereinafter referred to as the “Effective Time”).
Section 4.5 of the Infrant Disclosure Schedule sets forth a correct and complete list of Contracts of Infrant pursuant to which consents or waivers are or may be required prior to consummation of the transactions contemplated by this Agreement (whether or not subject to the exception set forth with respect to clauses (ii), (iii) and (iv) above).