Such consideration, together with cash in lieu of fractional shares of Parent Common Stock as contemplated by Section 3. Neither Company nor any of its Subsidiaries is currently the beneficiary of any extension of time within which to file any Tax Return. With respect to the Company Employee Benefit Plans, there exists no condition or set of circumstances that, individually or in the aggregate, would reasonably be expected to result in a Company Material Adverse Effect. Parent shall instruct the Exchange Agent to determine the number of whole shares and fractional shares of Parent Common Stock allocable to each holder of record of Company Common Stock and Company Preferred Stock at the Effective Time, to aggregate all such fractional shares into whole shares, to sell whole shares obtained thereby in the open market at then prevailing prices on behalf of holders who otherwise would be entitled to receive fractional share interests and to distribute to each such holder such holder's ratable share of the total proceeds of such sale, after making appropriate deductions of the amount, if any, required for federal income tax withholding purposes and after deducting any applicable transfer taxes. Except for any amendments filed prior to the date of this Agreement with the Company SEC Reports as defined below and the amendment adopted excepting the Voting Agreement and the Merger Agreement, a copy of which has been provided to Parent, the Company Rights Plan has not been amended, and no amendment thereof is proposed. All brokers' fees and commissions incurred in connection with such sales shall be paid by Parent. In lieu of any fractional interest, each holder of shares of Company Common Stock and Company Preferred Stock who would otherwise have been entitled to a fraction of a share of Parent Common Stock upon surrender of Stock Certificates for exchange pursuant to Section 3. Except as disclosed in the Company SEC Reports including the financial statements and notes thereto included therein filed prior to the date of this Agreement or in Section 4. Except as contemplated by Section 3. Dot-com bubble to the credit crunch Founding and early history In Eric Warburg of the Warburg banking family founded a company under the name E. The transactions contemplated hereby will not materially adversely affect coverage under such policies or binders.
Each of Company and its Subsidiaries has all requisite corporate or similar power and authority to own, use or lease its properties and to carry on its business as it is now being conducted. He expanded Eric's tiny firm into a giant, thriving business, with three and a half billion dollars of venture capital partnerships. Employer of incorporation or organization Number Identification No. Neither Parent nor the Exchange Agent shall have any obligation to notify any Person of any defect in an Election Form submitted to the Exchange Agent. No interest will be paid or will accrue on any cash amount payable upon the surrender of any such Stock Certificates. Unit Elections may be made only for whole Trust Units. Shareholders of record of Company Common Stock who hold shares of Company Common Stock as nominees, trustees or in other representative capacities may submit multiple Election Forms provided that such representative certifies that each such Election Form covers all the shares of Company Common Stock held by that representative for a particular beneficial owner. We asked a bunch of unicorn CEOs if they felt we were in the midst of a bubble. All Merger Consideration issued upon the surrender of Stock Certificates in accordance with the terms hereof shall be deemed to have been issued in full satisfaction of all rights pertaining to such Stock Certificates and Company Common Stock and Company Preferred Stock formerly represented thereby, and from and after the Effective Time there shall be no further registration of transfers effected on the stock transfer books of the Surviving Corporation of shares of Company Common Stock or Company Preferred Stock that were outstanding immediately prior to the Effective Time. No labor organization or group of employees of Company or any of its Subsidiaries has made a demand for recognition or certification as a union or other labor organization, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened in writing to be brought or filed with the National Labor Relations Board or any other labor relations tribunal or authority. No Distribution Date as defined in the Company Rights Plan has occurred within the meaning of the Company Rights Plan, and the execution and delivery of this Agreement and the actions and consummation of the transactions contemplated hereby will not result in the occurrence of a Distribution Date. If any Merger Consideration is to be paid to a Person as defined below other than the registered holder of the Stock Certificate or Certificates surrendered in exchange therefor, it shall be a condition to such payment that the Stock Certificate or Certificates so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the Person requesting such payment shall pay to the Exchange Agent any transfer or other taxes required as a result of such payment to a Person other than the registered holder or establish to the satisfaction of the Exchange Agent that such tax has been paid or is not applicable. It is intended that the Merger shall constitute a reorganization under Section a of the Code. Company has made available to Parent a true, complete and correct copy of each insurance policy or the binder therefor relating to Company or its Subsidiaries that are currently in effect. With respect to each insurance policy or binder, none of Company, any of its Subsidiaries or any other party to the policy is in breach or default thereunder including with respect to the payment of premiums or the giving of notices , and Company does not know of any occurrence or any event which with or without notice or the lapse of time or both would constitute such a breach or default or permit termination, modification or acceleration under any such policy, except for such breaches or defaults which, individually or in the aggregate, would not reasonably be expected to result in a Company Material Adverse Effect. There are no organizing activities involving Company or any of its Subsidiaries pending with any labor organization or group of employees of Company or any of its Subsidiaries. The businesses of Company and its Subsidiaries are not being, and neither Company nor any of its Subsidiaries has received any notice from any Person that any such business has been or is being, conducted in violation of any law, statute, code, order, ordinance or regulation, including any law, ordinance or regulation relating to energy regulations and occupational health and safety, except for possible violations which either individually or in the aggregate have not resulted and would not reasonably be expected to result in a Company Material Adverse Effect; provided, however, notwithstanding the foregoing, no representation or warranty in this Section 4. To Company's knowledge, Company's and its Subsidiaries' use of the Intellectual Property does not infringe on the rights of any Person and no Person is infringing on any right of Company or any of its Subsidiaries with respect to any such Intellectual Property. There are no liens for Taxes upon the assets of Company or any of its Subsidiaries, except liens for current Taxes not yet delinquent. Except as set forth above or in Section 4. The Merger shall have the effects set forth in Article 5. Subject to the effect of applicable laws including escheat and abandoned property laws , following surrender of any such Stock Certificate there shall be paid to the record holder of the certificate or certificates representing the Merger Consideration issued in exchange therefor, without interest, i the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to Merger Consideration, and ii if the payment date for any dividend or distribution payable with respect to Merger Consideration has not occurred prior to the surrender of such Stock Certificate, at the appropriate payment date therefor, the amount of dividends or other distributions with a record date after the Effective Time but prior to the surrender of such Stock Certificate and a payment date subsequent to the surrender of such Stock Certificate. Trice and Terry W. An Election Form shall be deemed properly completed only if accompanied by one or more Common Stock Certificates or customary affidavits and, if required by Parent pursuant to Section 3. The transactions contemplated hereby will not materially adversely affect coverage under such policies or binders.
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