IBAS » Topics » ARTICLE 2 REPRESENTATIONS AND WARRANTIES OF THE COMPANY
This excerpt taken from the IBAS 8-K filed Nov 23, 2009.
REPRESENTATIONS AND WARRANTIES OF THE COMPANY
The Company represents and
warrants to Parent, Purchaser and Merger Subsidiary that:
Section 2.01. Corporate
Authorization. (a) The
execution, delivery and performance by the Company of this Agreement and the
consummation by the Company of the transactions contemplated hereby are within
the Companys corporate powers and have been duly authorized by all necessary
corporate action on the part of the Company.
This Agreement has been duly executed and delivered by the Company and,
assuming the due authorization, execution and delivery by Parent, Purchaser and
Merger Subsidiary, constitutes a valid and binding agreement of the Company,
enforceable against it in accordance with its terms.
(b) The Special Committee has been duly
authorized and constituted and at a meeting duly called and held has
unanimously adopted resolutions recommending (subject to Section 4.01)
that the Companys stockholders tender their Shares in the Offer (the Special Committee Recommendation), and
such resolutions have not been amended or withdrawn.
Section 2.02. Disclosure
Documents. The information
with respect to the Company or any of its Subsidiaries that the Company
supplies to Parent, Purchaser and Merger Subsidiary specifically for use in the
Schedule TO and the Offer Documents, at the time of the filing of the Schedule
TO or any amendment or supplement thereto, at the time of any distribution or
dissemination of the Offer Documents and at the time of the consummation of the
Offer, will not contain any untrue statement of a material fact or omit to
state any material fact required to be stated therein or necessary in order to
make the statements therein, in light of the circumstances under which they
were made, not misleading.
Section 2.03. Finders
Fees. Except for the Company
Financial Advisor, there is no investment banker, broker, finder or other
intermediary that has been retained by or is authorized to act on behalf of the
Company or any of its Subsidiaries or any of their respective officers or
directors who might be entitled to any fee or commission from the Company or
any of its Subsidiaries in connection with the transactions contemplated by
Section 2.04. Opinion of
Financial Advisor. The
Special Committee has received an opinion of Jefferies & Company, Inc.,
financial advisor to the Special Committee (the Company Financial Advisor), to the effect that, as of November 22,
2009, the consideration to be paid pursuant to the Offer and the Short Form Merger
is fair to the Companys stockholders (other than Parent or its Affiliates)
from a financial point of view.
"ARTICLE 2 REPRESENTATIONS AND WARRANTIES OF THE COMPANY" elsewhere: