Parent Action. Parent represents and warrants that (i) each of the Board of Directors of Parent and Sub has duly approved the execution of this Agreement, and the Merger, and has resolved to recommend approval of the Merger by Parent's stockholders, (ii) the persons listed on Exhibit A-2 attached hereto own an aggregate of 371,325 issued and outstanding shares of Parent Common Stock and 522,955 issued and outstanding shares of Parent Class B Common Stock (as hereinafter defined) and (iii) each such person listed on Exhibit A-2 has executed and delivered the Voting Agreement, in substantially the form annexed hereto as Exhibit B.
Appears in 3 contracts
Sources: Merger Agreement (Fresh Juice Co Inc), Agreement and Plan of Merger (Saratoga Beverage Group Inc), Restated Agreement and Plan of Merger (Saratoga Beverage Group Inc)