This excerpt taken from the PRST 8-K filed Nov 25, 2009.
Disclosure Schedule) and dated as of the date hereof, the Company and Presstek hereby, jointly and severally, represent and warrant to Parent on the date hereof, as follows:
(a) The Company is a corporation duly organized, validly existing and in good standing (or the equivalent thereof) under the laws of the state of Arizona and has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted. The Company is duly authorized, qualified or licensed to
do business and is in good standing in each jurisdiction set forth on Section 3.1(a) of the Disclosure Schedule. Section 3.1(a) of the Disclosure Schedule lists as of the date hereof all jurisdictions in which the Company has employees or the property owned, leased or operated by the Company or the nature of the business conducted by the Company makes such qualification necessary, other than in such jurisdictions where the failure to be so authorized, qualified or licensed or to be in good standing, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. The Company has made available to Parent prior to the date hereof true and correct copies of the Companys articles of incorporation and the Companys by-laws, as amended and in full force and effect as of the date hereof.
(b) The Company has never had, and currently does not have, any Subsidiaries and does not own any equity interest in any Person.
(a) The Company has the requisite corporate power and authority and has taken all corporate action necessary to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement by the Company and the consummation by it of the transactions contemplated hereby have been duly authorized and adopted by the Company Board, and the Company Board has recommended the approval of this Agreement by the Shareholders. No other corporate action on the part of the Company is necessary to authorize the execution, delivery and performance of this Agreement by the Company and the consummation of the transactions contemplated hereby (other than the Shareholder Approval and the filing of the merger documents required by the ARS). This Agreement has been duly executed and delivered by the Company and, assuming that this Agreement constitutes a valid and binding obligation of Parent and Merger Sub, constitutes a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except to the extent that its enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors rights generally and by general equitable principles.
(b) The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement will not, (i) conflict with any of the provisions of the Companys articles of incorporation or by-laws or other equivalent charter documents, as applicable, of the Company, as amended to the date of this Agreement (the