false
0000823768
WASTE MANAGEMENT INC
0000823768
2024-06-03
2024-06-03
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
SECURITIES AND
EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
June 3, 2024
Waste
Management, Inc.
(Exact Name of Registrant as Specified in Charter)
Delaware |
|
1-12154 |
|
73-1309529 |
(State
or Other Jurisdiction
of Incorporation) |
|
(Commission
File Number) |
|
(IRS
Employer
Identification No.) |
800
Capitol Street, Suite
3000, Houston,
Texas |
|
77002 |
(Address
of Principal Executive Offices) |
|
(Zip
Code) |
Registrant’s Telephone number, including
area code: (713) 512-6200
(Former Name or Former Address, if Changed Since
Last Report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of
the Act:
Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
Common
Stock, $0.01 par value |
|
WM |
|
New
York Stock Exchange |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
¨
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Explanatory Note
On June 5, 2024, Waste Management, Inc., a Delaware corporation (the
“Company”) filed a Current Report on Form 8-K (the “Original 8-K”) to report the Company’s entry into a
material definitive agreement to acquire Stericycle, Inc., a Delaware corporation (“Stericycle”). This Current Report on Form 8-K/A amends the Original 8-K to (i) correct the use of an undefined term (“Parent”) and the use
of the term “Company” in certain places where “Stericycle” was intended and (ii) make other minor clarifications. This Current Report on Form 8-K/A restates the Original 8-K as corrected in its
entirety.
Item 1.01 |
Entry into a Material Definitive Agreement |
Merger
Agreement
On
June 3, 2024, the Company entered into an Agreement and Plan of Merger (the “Merger
Agreement”) by and among the Company, Stag Merger Sub Inc., a Delaware corporation and an indirect wholly-owned subsidiary of the
Company (“Merger Sub”), and Stericycle.
The
Merger Agreement provides that, upon the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will merge
with and into Stericycle (the “Merger” and collectively with the other transactions contemplated by the Merger Agreement,
the “Transactions”), with Stericycle continuing as the surviving corporation and as an indirect wholly-owned subsidiary of
the Company.
At the effective time of the
Merger (the “Effective Time”), each share of Stericycle common stock, par value $0.01 per share (“Stericycle Common
Stock”), issued and outstanding immediately prior to the Effective Time (other than shares (i) owned by the Company, Merger
Sub or Stericycle or any of their respective subsidiaries (other than Merger Sub) or (ii) for which appraisal rights have been properly
demanded in accordance with Section 262 of the General Corporation Law of the State of Delaware) will be converted into the right
to receive $62.00 per share in cash, without interest (the “Merger Consideration”).
At
the Effective Time, each vested option to purchase shares of Stericycle Common Stock with a per share
exercise price less than the Merger Consideration that is outstanding at the Effective Time will be cancelled and converted into the right
to receive a cash amount equal to the product of (i) the total number of shares of Stericycle Common
Stock underlying the option multiplied by (ii) the excess of the Merger Consideration over the per share exercise price of such option.
Each option to purchase shares of Stericycle Common Stock with a per share exercise price that is
equal to or greater than the Merger Consideration will be cancelled for no consideration.
At
the Effective Time, each outstanding award of Stericycle restricted stock units (including deferred stock units and awards based on
performance conditions) (“Stericycle RSUs”) held by an employee of Stericycle and its subsidiaries immediately prior to
the Effective Time who, as of the Effective Time, continues their employment with the Company or any of its subsidiaries or
affiliates (each, a “Continuing Employee”) will be assumed by the Company and converted into a restricted stock unit
award with respect to Company common stock, par value $0.01 per share (“Company Common Stock”), subject to substantially
the same terms and conditions as were applicable to the corresponding Stericycle RSU. At the Effective Time, each Stericycle RSU
held by an employee or other service provider of Stericycle and its subsidiaries who will terminate employment or service with
Stericycle or its subsidiaries prior to or in connection with the consummation of the Merger (the “Closing”) will be
cancelled and converted into the right to receive a cash amount equal to the product of (i) the total number of shares of Stericycle
Common Stock underlying such Stag RSU (with performance-based awards being converted at target performance levels) multiplied by
(ii) the Merger Consideration.
The
Closing is subject to certain customary closing conditions, including, among other things, (i) the affirmative vote of the
holders of a majority of the voting power represented by the shares of Stericycle Common Stock that are outstanding and
entitled to vote at the meeting of stockholders of Stericycle (the “Stockholder Approval”), (ii) customary
regulatory approval, including pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and certain foreign competition
laws and foreign investment laws (the “Required Regulatory Approvals”), and (iii) the absence of any law or order
restraining, enjoining or otherwise prohibiting the Merger (an "Injunction"). Each of the Company’s, Merger Sub’s, and Stericycle’s
obligation to consummate the Merger is also subject to additional customary closing conditions, including (x) subject to
certain materiality qualifiers, the accuracy of the representations and warranties of each other party, (y) performance and
compliance in all material respects by each other party of its covenants and agreements under the Merger Agreement, and
(z) with respect to the Company’s and Merger Sub’s obligations to consummate the Merger, the absence of a Company
Material Adverse Effect (as defined in the Merger Agreement).
Stericycle
has made customary representations and warranties in the Merger Agreement and has agreed to customary covenants regarding the
operation of the business of Stericycle and its subsidiaries prior to the earlier of the Effective Time or the date that the Merger
Agreement is terminated in accordance with its terms. The Company has also made customary representations, warranties and covenants,
including, among others, covenants to use reasonable best efforts to obtain the Required Regulatory Approvals, and, to the extent
necessary to obtain such approvals, to pursue litigation, divest assets or accept other behavioral remedies, except where the
cumulative effect of any such divestitures and remedies would adversely impact projected EBITDA for the first year after the Closing
from the Company’s or its Subsidiaries’ (including at or after the Closing, Stericycle’s and any of its
Retained Subsidiaries’ (as defined in the Merger Agreement)) operations by more than $25,000,000 annually or require the
Company or any of its Subsidiaries (including at or after the Closing, Stericycle and any of its Retained Subsidiaries) to provide
prior notice to, or to obtain prior approval from any Governmental Entity (as defined in the Merger Agreement) unless such
requirement to provide prior notice to, or to obtain prior approval, would be immaterial.
The
Merger Agreement also includes customary termination provisions for both Stericycle and the Company and provides that, in
connection with the termination of the Merger Agreement, Stericycle will be required to pay the Company a termination fee of
$175,000,000 in certain circumstances, including (i) if Stericycle terminates the Merger Agreement in order to enter into an
acquisition agreement with respect to a superior proposal prior to obtaining the Stockholder Approval or (ii) the Board of Directors of Stericycle changes its recommendation or takes similar actions prior to the meeting of the stockholders of Stericycle and the Company
terminates the Merger Agreement. The Merger Agreement further provides that if the Merger Agreement is terminated by the
Company or Stericycle in circumstances in which either (i) the Required Regulatory Approvals have not been obtained or (ii)
there exists an Injunction that is issued under or pursuant to any Specified Law (as defined in the Merger Agreement) and on the
date of termination, the other conditions to closing have been satisfied or waived (other than those conditions that by their nature
are to be satisfied at the Closing if the Closing Date (as defined in the Merger Agreement) were on the date of termination), the
Company would be required to pay Stericycle a termination fee of $262,500,000.
The
above description of the Merger Agreement and the transactions contemplated thereby is not complete and is qualified in its entirety by
reference to the Merger Agreement, a copy of which is filed as Exhibit 2.1 to this report and incorporated herein by reference. It
is not intended to provide any factual information about the Company, Stericycle or their respective subsidiaries and affiliates.
The Merger Agreement contains representations and warranties by each of the parties to the Merger Agreement, which were made only for
purposes of that agreement and as of specified dates. The representations, warranties and covenants in the Merger Agreement were made
solely for the benefit of the parties to the Merger Agreement; are subject to limitations agreed upon by the contracting parties, including
being qualified by matters disclosed in certain of Stericycle’s filings with the SEC prior to the date of the Merger Agreement and
by information contained in confidential disclosure schedules provided by each of Stericycle and the Company to the other in connection
with the signing of the Merger Agreement; may have been made for the purposes of allocating contractual risk between the parties to the
Merger Agreement instead of establishing these matters as facts; and are subject to standards of materiality applicable to the contracting
parties that may differ from what may be viewed as material to investors. Investors should not rely on the representations, warranties
and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the Company, Stericycle or
any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations, warranties
and covenants may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the
Company’s public disclosures.
Item 7.01 |
Regulation FD Disclosure |
Press
Release
On
June 3, 2024, the Company and Stericycle issued a joint press release announcing the
entry into the Merger Agreement. A copy of the press release is attached hereto as Exhibit 99.1.
The
information contained in Item 7.01 of this report, including Exhibit 99.1, shall not be incorporated by reference into any filing
of the registrant, whether made before, on or after the date hereof, regardless of any general incorporation language in such filing,
unless expressly incorporated by specific reference to such filing. The information contained in Item 7.01 of this report, including Exhibit 99.1,
shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise
subject to the liabilities of that section.
Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
Exhibit Index
Cautionary Note Regarding Forward-Looking Statements
This filing contains “forward-looking statements”
within the meaning of the U.S. federal securities laws about the Company, Stericycle and the proposed acquisition, including but not limited
to all statements about the timing and approvals of the proposed acquisition; ability to consummate and finance the acquisition; method
of financing the acquisition; integration of the acquisition; future operations or benefits; future capital allocation; future business
and financial performance of the Company and Stericycle and the ability to achieve full year financial guidance; future leverage ratio;
and all outcomes of the proposed acquisition, including synergies, cost savings, and impact on earnings, cash flow growth, return on capital,
shareholder returns, strength of the balance sheet and credit ratings, which are made pursuant to the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995. Words such as “expect,” “likely,” “outlook,” “forecast,”
“preliminary,” “would,” “could,” “should,” “can,” “will,” “project,”
“intend,” “plan,” “goal,” “guidance,” “target,” “continue,” “sustain,
“ “synergy,” “on track,” “believe,” “seek,” “estimate,” “anticipate,”
“may,” “possible,” “assume,” and variations of such words and similar expressions are intended to
identify such forward-looking statements. You should view these statements with caution and should not place undue reliance on such statements.
They are based on the facts and circumstances known to the Company and Stericycle (as the case may be) as of the date the statements are
made. These forward-looking statements are subject to risks and uncertainties that could cause actual results to be materially different
from those set forth in such forward-looking statements, including but not limited to, general economic and capital markets conditions;
inability to obtain required regulatory or government approvals or to obtain such approvals on satisfactory conditions; inability to obtain
stockholder approval or satisfy other closing conditions; inability to obtain financing; the occurrence of any event, change or other
circumstance that could give rise to the termination of the definitive agreement; the effects that any termination of the definitive agreement
may have on Stericycle or its business; legal proceedings that may be instituted related to the proposed acquisition; unexpected costs,
charges or expenses; failure to successfully integrate the acquisition, realize anticipated synergies or obtain the results anticipated;
and other risks and uncertainties described in the Company’s and Stericycle’s filings with the SEC, including Part I, Item
1A of each company’s most recently filed Annual Report on Form 10-K and subsequent reports on Form 10-Q, which are incorporated
herein by reference, and in other documents that the Company or Stericycle file or furnish with the SEC. Except to the extent required
by law, neither the Company nor Stericycle assume any obligation to update any forward-looking statement, including financial estimates
and forecasts, whether as a result of future events, circumstances or developments or otherwise.
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto
duly authorized.
| WASTE
MANAGEMENT, INC. |
| |
Date: June 5, 2024 | By: |
/s/ Charles C. Boettcher |
| |
Charles C. Boettcher |
| |
Executive Vice President,
Corporate Development and Chief Legal Officer |
Exhibit 2.1
Execution Version
CERTAIN INFORMATION HAS BEEN EXCLUDED FROM
THIS EXHIBIT BECAUSE IT IS NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. THE OMITTED PORTIONS
OF THIS DOCUMENT ARE INDICATED BY [***].
AGREEMENT AND PLAN OF MERGER
by and among
WASTE MANAGEMENT, INC.,
STAG MERGER SUB INC.
and
Stericycle, Inc.
Dated as of June 3, 2024
TABLE OF CONTENTS
Page
Article 1 The Merger |
2 |
|
|
1.1 |
The Merger |
2 |
1.2 |
Closing and Effective Time of the Merger |
3 |
|
|
|
Article 2 Conversion of Securities IN THE MERGER |
3 |
|
|
2.1 |
Conversion of Securities |
3 |
2.2 |
Payment for Securities; Surrender of Certificates |
4 |
2.3 |
Dissenting Shares |
7 |
2.4 |
Treatment of Options, Restricted Stock Units, Performance Stock Units and Employee Stock Purchase
Plan |
7 |
2.5 |
Withholding Rights |
9 |
2.6 |
Adjustments |
10 |
|
|
|
Article 3 Representations and Warranties of
the Company |
10 |
|
|
3.1 |
Corporate Organization |
10 |
3.2 |
Capitalization |
11 |
3.3 |
Authority; Execution and Delivery; Enforceability |
12 |
3.4 |
No Conflicts |
13 |
3.5 |
SEC Documents; Financial Statements; Undisclosed Liabilities |
14 |
3.6 |
Absence of Certain Changes or Events |
15 |
3.7 |
Proxy Statement |
16 |
3.8 |
Legal Proceedings |
16 |
3.9 |
Compliance with Laws |
16 |
3.10 |
Permits |
19 |
3.11 |
Employee Benefit Plans |
19 |
3.12 |
Employee and Labor Matters |
22 |
3.13 |
Environmental Matters |
23 |
3.14 |
Real Property; Title to Assets |
24 |
3.15 |
Tax Matters |
25 |
3.16 |
Material Contracts |
26 |
3.17 |
Intellectual Property |
29 |
3.18 |
Insurance |
31 |
3.19 |
Affiliate Transactions |
31 |
3.20 |
Past Operations and Contracts |
32 |
3.21 |
Opinion of Financial Advisor |
32 |
3.22 |
Broker’s Fees |
32 |
3.23 |
No Other Representations or Warranties |
32 |
Article 4 Representations and Warranties of
Parent and Merger Sub |
33 |
|
|
4.1 |
Corporate Organization |
33 |
4.2 |
Authority; Execution and Delivery; Enforceability |
33 |
4.3 |
No Conflicts |
34 |
4.4 |
Legal Proceedings |
34 |
4.5 |
Debt Financing; Sufficient Funds |
34 |
4.6 |
Proxy Statement |
35 |
4.7 |
Ownership of Company Capital Stock |
35 |
4.8 |
Solvency |
35 |
4.9 |
Ownership of Merger Sub |
35 |
4.10 |
No Stockholder and Management Arrangements |
35 |
4.11 |
Broker’s Fees |
36 |
4.12 |
No Other Representations and Warranties |
36 |
|
|
|
Article 5 Covenants |
37 |
|
|
5.1 |
Conduct of Business by the Company Pending the Closing |
37 |
5.2 |
Access to Information; Confidentiality |
41 |
5.3 |
No Solicitation |
42 |
5.4 |
SEC Filings; Other Actions |
46 |
5.5 |
Reasonable Best Efforts |
48 |
5.6 |
Certain Notices and Acknowledgements |
50 |
5.7 |
Public Announcements |
50 |
5.8 |
Employee Benefit Matters |
51 |
5.9 |
Indemnification |
54 |
5.10 |
Parent Agreements Concerning Merger Sub |
56 |
5.11 |
Takeover Statutes |
56 |
5.12 |
Section 16 Matters |
56 |
5.13 |
Stockholder Litigation |
56 |
5.14 |
Stock Exchange Delisting |
56 |
5.15 |
Transfer Taxes |
56 |
5.16 |
FIRPTA Certificate |
57 |
5.17 |
Actions with Respect to Existing Change of Control Notes |
57 |
5.18 |
Financing Cooperation |
58 |
5.19 |
Updated Schedule and Information |
60 |
|
|
|
Article 6 Conditions to Consummation of the
Merger |
61 |
|
|
6.1 |
Conditions to Obligations of Each Party under this Agreement |
61 |
6.2 |
Conditions to Obligations of the Company under this Agreement |
61 |
6.3 |
Conditions to Obligations of Parent and Merger Sub under this Agreement |
61 |
|
|
|
Article 7 Termination, Amendment and Waiver |
62 |
|
|
7.1 |
Termination |
62 |
7.2 |
Effect of Termination |
64 |
7.3 |
Termination Fees |
64 |
7.4 |
Amendment |
66 |
7.5 |
Waiver |
66 |
|
|
|
Article 8 General Provisions |
67 |
|
|
8.1 |
Non-Survival of Representations and Warranties |
67 |
8.2 |
Fees and Expenses |
67 |
8.3 |
Notices |
67 |
8.4 |
Certain Definitions |
68 |
8.5 |
Terms Defined Elsewhere |
76 |
8.6 |
Headings |
80 |
8.7 |
Severability |
80 |
8.8 |
Entire Agreement |
80 |
8.9 |
Assignment |
80 |
8.10 |
No Third Party Beneficiaries |
80 |
8.11 |
Mutual Drafting; Interpretation |
81 |
8.12 |
Governing Law; Consent to Jurisdiction; Waiver of Trial by Jury |
81 |
8.13 |
Counterparts |
82 |
8.14 |
Specific Performance |
82 |
8.15 |
Financing Provisions |
83 |
|
|
|
Exhibit A |
Form of Certificate of Incorporation of Surviving Corporation |
|
Exhibit B |
Form of Bylaws of Surviving Corporation |
|
AGREEMENT AND PLAN OF MERGER
This AGREEMENT AND PLAN OF
MERGER, dated as of June 3, 2024 (this “Agreement”), is made by and among Waste Management, Inc., a
Delaware corporation (“Parent”), Stag Merger Sub Inc., a Delaware corporation and an indirect wholly-owned subsidiary
of Parent (“Merger Sub”), and Stericycle, Inc., a Delaware corporation (the “Company”). All
capitalized terms used in this Agreement shall have the meanings assigned to such terms in Section 8.4 or as otherwise defined
elsewhere in this Agreement unless the context clearly indicates otherwise.
RECITALS
A. The
Company, Parent and Merger Sub desire to effect the merger of Merger Sub with and into the Company, with the Company continuing as the
surviving corporation (the “Merger”) on the terms and subject to the conditions set forth in this Agreement and in
accordance with the General Corporation Law of the State of Delaware, as amended (the “DGCL”), pursuant to which,
except as otherwise provided in Section 2.1, each share of common stock, par value $0.01 per share, of the Company (each,
a “Share” and collectively, the “Shares”) issued and outstanding immediately prior to the Effective
Time shall be converted into the right to receive the Merger Consideration.
B. The
Board of Directors of Merger Sub has, upon the terms and subject to the conditions set forth herein, approved and declared it advisable
for Merger Sub to enter into this Agreement and consummate the transactions contemplated hereby, including the Merger.
C. The
Board of Directors of Parent (the “Parent Board”) has, upon the terms and subject to the conditions set forth herein,
approved this Agreement and the transactions contemplated hereby, including the Merger, and Parent, as the sole stockholder of Merger
Sub, has duly executed and delivered to Merger Sub and the Company a written consent, to be effective by its terms immediately following
execution of this Agreement, adopting this Agreement.
D. The
Board of Directors of the Company (the “Company Board”) has, upon the terms and subject to the conditions set forth
herein, (i) determined that the transactions contemplated by this Agreement, including the Merger, are advisable, fair to and in
the best interests of the Company and its stockholders, (ii) approved, adopted and declared advisable this Agreement and the transactions
contemplated hereby, including the Merger, (iii) directed that this Agreement be submitted to the stockholders of the Company for
its adoption, and (iv) recommended that the Company’s stockholders adopt this Agreement.
E. Parent,
Merger Sub and the Company desire to make certain representations, warranties, covenants and agreements in connection with the Merger
and also to prescribe various conditions to the Merger.
AGREEMENT
NOW, THEREFORE, in consideration
of the foregoing, and the covenants, premises, representations and warranties and agreements contained in this Agreement and for other
good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, and intending to be legally bound, the parties
to this Agreement agree as follows:
Article 1
The Merger
1.1 The
Merger.
(a) Upon
the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL, at the Effective Time, Merger Sub
shall be merged with and into the Company. As a result of the Merger, the separate corporate existence of Merger Sub shall cease, and
the Company shall continue as the surviving corporation of the Merger (the “Surviving Corporation”) and an indirect
wholly-owned Subsidiary of Parent. The Merger shall be effected pursuant to the DGCL and shall have the effects set forth in this Agreement
and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, at the Effective Time, all of the property,
rights, privileges, immunities, powers and franchises of the Company and Merger Sub shall vest in the Surviving Corporation, and all
of the debts, liabilities and duties of the Company and Merger Sub shall become the debts, liabilities and duties of the Surviving Corporation.
The Merger and other transactions contemplated by this Agreement are referred to herein as the “Transactions”.
(b) At
the Effective Time, by virtue of the Merger and without the necessity of further action by the Company or any other Person, the
certificate of incorporation of the Surviving Corporation shall be amended so as to read in its entirety in the form set forth as Exhibit A hereto,
and as so amended, shall be the certificate of incorporation of the Surviving Corporation until thereafter changed or amended as
provided therein or by applicable Law (subject to Section 5.9). In addition, the Company and the Surviving Corporation
shall take all necessary action such that, at the Effective Time, the bylaws of the Surviving Corporation shall be amended so as to
read in its entirety in the form set forth as Exhibit B hereto, and as so amended shall be the bylaws of the Surviving
Corporation until thereafter changed or amended as provided therein or by applicable Law (subject to Section 5.9).
(c) At
the Effective Time, by virtue of the Merger and without the necessity of further action by the Company or any other Person, the directors
of Merger Sub immediately prior to the Effective Time or such other individuals designated by Parent as of the Effective Time shall become
the directors of the Surviving Corporation, each to hold office, from and after the Effective Time, in accordance with the certificate
of incorporation and bylaws of the Surviving Corporation until their respective successors shall have been duly elected, designated or
qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the
Surviving Corporation. The officers of Merger Sub immediately prior to the Effective Time, from and after the Effective Time, shall become
the officers of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the
Surviving Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier
death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation.
(d) If,
at any time after the Effective Time, the Surviving Corporation shall determine, in its sole discretion, or shall be advised, that any
deeds, bills of sale, instruments of conveyance, assignments, assurances or any other actions or things are necessary or desirable to
vest, perfect or confirm of record or otherwise in the Surviving Corporation its right, title or interest in, to or under any of the
rights, properties or assets of either of the Company or Merger Sub acquired or to be acquired by the Surviving Corporation as a result
of, or in connection with, the Merger or otherwise to carry out this Agreement, then the officers and directors of the Surviving Corporation
shall be authorized to execute and deliver, in the name and on behalf of either the Company or Merger Sub, all such deeds, bills of sale,
instruments of conveyance, assignments and assurances and to take and do, in the name and on behalf of each of such corporations or otherwise,
all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title or interest in,
to and under such rights, properties or assets in the Surviving Corporation or otherwise to carry out this Agreement.
1.2 Closing
and Effective Time of the Merger. The closing of the Merger (the “Closing”) will take place at 8:00 a.m., local
time, as soon as possible, but in any event no later than three (3) Business Days after satisfaction or waiver of all of the applicable
conditions set forth in Article 6 (other than those conditions that by their nature are to be satisfied at the Closing, but
subject to the fulfillment or waiver of those conditions at the Closing), via electronic exchange of signature pages unless another
time, date or place is agreed to in writing by the parties hereto. The date on which the Closing actually occurs is referred to as the
“Closing Date”. On the Closing Date, Merger Sub and the Company shall cause a certificate of merger (the “Certificate
of Merger”) to be executed and filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions
of the DGCL and shall make all other filings required under the DGCL. The Merger shall become effective at the time the Certificate of
Merger shall have been duly filed with the Secretary of State of the State of Delaware, or such later date and time as is agreed upon
by the parties and specified in the Certificate of Merger (such date and time at which the Merger becomes effective hereinafter referred
to as the “Effective Time”).
Article 2
Conversion of Securities IN THE MERGER
2.1 Conversion
of Securities. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company
or the holders of any of the following securities:
(a) Conversion
of Shares. Each Share issued and outstanding immediately prior to the Effective Time, other than Shares to be cancelled or converted
pursuant to Section 2.1(b) or Dissenting Shares, shall be converted automatically into the right to receive $62.00 per
Share payable net to the holder in cash, without interest (the “Merger Consideration”), subject to any withholding
of Taxes required by applicable Law as provided in Section 2.5, upon surrender of the Certificates or Book-Entry Shares in
accordance with Section 2.2. As of the Effective Time, all such Shares shall no longer be outstanding and shall automatically
be cancelled and shall cease to exist, and shall thereafter represent only the right to receive the Merger Consideration to be paid in
accordance with Section 2.2.
(b) Treatment
of Treasury Shares and Parent-Owned Shares. Each Share directly held by the Company (including shares held as treasury stock) or
held directly by Parent or Merger Sub, in each case, immediately prior to the Effective Time, shall automatically be cancelled and shall
cease to exist, and no consideration or payment shall be delivered in exchange therefor or in respect thereof. Each Share held by any
Subsidiary of either the Company or Parent (other than Merger Sub) immediately prior to the Effective Time, if any, shall be converted
into a number of fully paid and nonassessable shares (or fractional shares) of common stock of the Surviving Corporation such that each
such Subsidiary owns the same percentage of the outstanding capital stock of the Surviving Corporation immediately following the Effective
Time as such Subsidiary owned in the Company immediately prior to the Effective Time.
(c) Merger
Sub Equity Interests. All outstanding shares of capital stock of Merger Sub held immediately prior to the Effective Time shall be
converted into and become (in the aggregate) one newly and validly issued, fully paid and nonassessable share of common stock of the
Surviving Corporation with the same rights, powers, and privileges as the shares so converted and shall constitute the only outstanding
shares of capital stock of the Surviving Corporation. From and after the Effective Time, all certificates, if any, representing shares
of Merger Sub common stock shall be deemed for all purposes to represent the number of shares of common stock of the Surviving Corporation
into which they were converted in accordance with the immediately preceding sentence.
2.2 Payment
for Securities; Surrender of Certificates.
(a) Paying
Agent. At or prior to the Effective Time, Parent shall designate a nationally recognized bank or trust company to act as the paying
agent (the identity and terms of designation and appointment of which shall be reasonably acceptable to the Company) for purposes of
effecting the payment of the Merger Consideration in connection with the Merger in accordance with this Article 2 (the “Paying
Agent”). Parent shall pay, or cause to be paid, the fees and expenses of the Paying Agent. At or prior to the Effective Time,
Parent shall deposit, or cause to be deposited, with the Paying Agent the aggregate Merger Consideration to which holders of Shares shall
be entitled at the Effective Time pursuant to this Agreement. In the event such deposited funds are insufficient to make the payments
contemplated pursuant to Section 2.1(a), Parent shall promptly deposit, or cause to be deposited, with the Paying Agent such
additional funds to ensure that the Paying Agent has sufficient funds to make such payments. Such funds shall be invested by the Paying
Agent as directed by Parent, pending payment thereof by the Paying Agent to the holders of the Shares in accordance with this Article 2;
provided that any such investments shall be in obligations of, or guaranteed by, the United States government or rated A-1 or
P-1 or better by Moody’s Investor Service, Inc. or Standard & Poor’s Corporation, respectively. Earnings from
such investments shall be the sole and exclusive property of the Surviving Corporation, and no part of such earnings shall accrue to
the benefit of holders of Shares.
(b) Procedures
for Surrender.
(i) Certificates.
As soon as practicable after the Effective Time (and in no event later than three (3) Business Days after the Effective Time), the
Surviving Corporation shall cause the Paying Agent to mail to each Person that was, immediately prior to the Effective Time, a holder
of record of Shares represented by certificates (the “Certificates”), which Shares were converted into the right to
receive the Merger Consideration at the Effective Time pursuant to this Agreement: (A) a letter of transmittal, which shall specify
that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to
the Paying Agent, and shall otherwise be in such form as Parent and the Paying Agent shall reasonably agree; and (B) instructions
for effecting the surrender of the Certificates (or affidavits of loss in lieu of the Certificates as provided in Section 2.2(e))
in exchange for payment of the Merger Consideration. Upon surrender of a Certificate (or affidavit of loss in lieu of the Certificate
as provided in Section 2.2(e)) to the Paying Agent or to such other agent or agents as may be appointed by Parent, together
with delivery of a letter of transmittal, duly executed and in proper form, with respect to such Certificates, the Paying Agent or such
other agent, in accordance with the letter of transmittal and instructions, shall transmit to the holder of such Certificates the Merger
Consideration for each Share formerly represented by such Certificates (without interest and subject to any withholding of Taxes required
by applicable Law as provided in Section 2.5), and any Certificate so surrendered shall forthwith be cancelled. If payment
of the Merger Consideration is to be made to a Person other than the Person in whose name any surrendered Certificate is registered,
it shall be a condition precedent of payment that the Certificate so surrendered shall be properly endorsed or shall be otherwise in
proper form for transfer, and the Person requesting such payment shall have paid any transfer and other similar Taxes required by reason
of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate so surrendered and shall have
established to the satisfaction of the Surviving Corporation that such Taxes either have been paid or are not required to be paid. No
interest will be paid or accrued on any amount payable upon due surrender of the Certificates. Until surrendered as contemplated hereby,
each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration
in cash as contemplated by this Agreement, except for Certificates representing Dissenting Shares, which shall be deemed to represent
only the right to receive payment of the fair value of such Shares in accordance with and solely to the extent provided by Section 262
of the DGCL.
(ii) Book-Entry
Shares. Notwithstanding anything to the contrary contained in this Agreement, no holder of non-certificated Shares represented by
book-entry (“Book-Entry Shares”) shall be required to deliver a Certificate or, in the case of holders of Book-Entry
Shares held through The Depository Trust Company, an executed letter of transmittal to the Paying Agent, to receive the Merger Consideration
that such holder is entitled to receive pursuant to Section 2.1(a). In lieu thereof, each holder of record of one or more
Book-Entry Shares held through The Depository Trust Company whose Shares were converted into the right to receive the Merger Consideration
shall automatically upon the Effective Time be entitled to receive, and Parent shall cause the Paying Agent to pay and deliver to The
Depository Trust Company or its nominee as promptly as practicable after the Effective Time, in respect of each such Book-Entry Share
a cash amount in immediately available funds equal to the Merger Consideration (without interest and subject to any withholding of Taxes
required by applicable Law as provided in Section 2.5), and such Book-Entry Shares of such holder shall be cancelled. As
soon as practicable after the Effective Time (and in no event later than three (3) Business Days after the Effective Time), the
Surviving Corporation shall cause the Paying Agent to mail to each Person that was, immediately prior to the Effective Time, a holder
of record of Book-Entry Shares not held through The Depository Trust Company: (A) a letter of transmittal, which shall be in such
form as Parent and the Paying Agent shall reasonably agree; and (B) instructions for returning such letter of transmittal in exchange
for the Merger Consideration. Upon delivery of such letter of transmittal, in accordance with the terms of such letter of transmittal,
duly executed, the holder of such Book-Entry Shares shall be entitled to receive in exchange therefor a cash amount in immediately available
funds equal to the Merger Consideration (without interest and subject to any withholding of Taxes required by applicable Law as provided
in Section 2.5), and such Book-Entry Shares so surrendered shall at the Effective Time be cancelled. Payment of the Merger
Consideration with respect to Book-Entry Shares so surrendered shall only be made to the Person in whose name such Book-Entry Shares
are registered. No interest will be paid or accrued on any amount payable upon due surrender of Book-Entry Shares. Until paid or surrendered
as contemplated hereby, each Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive
the Merger Consideration in cash as contemplated by this Agreement, except for Book-Entry Shares representing Dissenting Shares, which
shall be deemed to represent the right to receive payment of the fair value of such Shares in accordance with and solely to the extent
provided by Section 262 of the DGCL.
(c) Transfer
Books; No Further Ownership Rights in Shares. At the Effective Time, the stock transfer books of the Company shall be closed and
thereafter there shall be no further registration of transfers of Shares on the records of the Company. From and after the Effective
Time, the holders of Certificates and Book-Entry Shares outstanding immediately prior to the Effective Time shall cease to have any rights
with respect to such Shares except as otherwise provided for herein or by applicable Law. If, after the Effective Time, Certificates
or Book-Entry Shares are presented to the Surviving Corporation for any reason, they shall be cancelled and exchanged as provided, and
in accordance with the procedures set forth, in this Agreement.
(d) Termination
of Fund; Abandoned Property; No Liability. Any portion of the funds (including any interest received with respect thereto) made available
to the Paying Agent that remains unclaimed by the holders of Certificates or Book-Entry Shares on the first anniversary of the Effective
Time will be returned to the Surviving Corporation or an affiliate thereof designated by the Surviving Corporation, upon demand, and
any such holder who has not tendered its Certificates or Book-Entry Shares for the Merger Consideration in accordance with Section 2.2(b) prior
to such time shall thereafter look only to Parent and the Surviving Corporation (subject to abandoned property, escheat or other similar
applicable Laws) for delivery of the Merger Consideration, without interest and subject to any withholding of Taxes required by applicable
Law as provided in Section 2.5, in respect of such holder’s surrender of their Certificates or Book-Entry Shares and
compliance with the procedures in Section 2.2(b). Any portion of the Merger Consideration remaining unclaimed by the holders
of Certificates or Book-Entry Shares immediately prior to such time as such amounts would otherwise escheat to, or become property of,
any Governmental Entity will, to the extent permitted by applicable Law, become the property of the Surviving Corporation or an affiliate
thereof designated by the Surviving Corporation, free and clear of any claim or interest of any Person previously entitled thereto. Notwithstanding
the foregoing, none of Parent, Merger Sub, the Surviving Corporation, the Paying Agent or their respective affiliates will be liable
to any holder of a Certificate or Book-Entry Shares for Merger Consideration delivered to a public official pursuant to any applicable
abandoned property, escheat or similar applicable Law. Any portion of the Merger Consideration made available to the Paying Agent pursuant
to Section 2.2(a) to pay for Shares for which appraisal rights have been perfected shall be returned to the Surviving
Corporation, upon demand.
(e) Lost,
Stolen or Destroyed Certificates. In the event that any Certificates shall have been lost, stolen or destroyed, the Paying Agent
shall issue in exchange for such lost, stolen or destroyed Certificates, upon the making of an affidavit of that fact by the holder thereof,
the Merger Consideration payable in respect thereof pursuant to Section 2.1(a). Parent may, in its reasonable discretion
and as a condition precedent to the payment of such Merger Consideration, require the owners of such lost, stolen or destroyed Certificates
to deliver a bond in a reasonable sum as it may reasonably direct as indemnity against any claim that may be made against Parent, Merger
Sub, the Surviving Corporation or the Paying Agent with respect to the Certificates alleged to have been lost, stolen or destroyed.
2.3 Dissenting
Shares. Notwithstanding anything in this Agreement to the contrary (but subject to the provisions of this Section 2.3),
Shares outstanding immediately prior to the Effective Time and held by a holder who is entitled to demand and has properly demanded appraisal
for such Shares in accordance with, and who complies in all respects with, Section 262 of the DGCL (such shares, the “Dissenting
Shares”) shall not be converted into the right to receive the Merger Consideration. At the Effective Time, all Dissenting Shares
shall be cancelled and cease to exist, and the holders of Dissenting Shares shall only be entitled to the rights granted to them under
the DGCL with respect to such Dissenting Shares. If any such holder fails to perfect or otherwise waives, withdraws or loses his, her
or its right to appraisal under Section 262 of the DGCL or other applicable Law, then the right of such holder to be paid the fair
value of such Dissenting Shares shall cease and such Dissenting Shares shall be deemed to have been converted, as of the Effective Time,
into and shall be exchangeable solely for the right to receive the Merger Consideration, without interest and subject to any withholding
of Taxes required by applicable Law as provided in Section 2.5, upon surrender of the Certificates or Book-Entry Shares that
formerly evidenced such Shares in the manner provided in Section 2.2. The Company shall give Parent prompt notice of any
demands received by the Company for appraisal of Shares and any other instruments served pursuant to the DGCL and received by the Company
relating to rights to be paid the fair value of Dissenting Shares, and Parent shall have the right to direct and participate in all negotiations
and proceedings with respect to such demands for appraisal. Prior to the Effective Time, the Company shall not, except with the prior
written consent of Parent, make any payment with respect to, or offer to settle or compromise, or settle or compromise, any such demands,
or agree to do any of the foregoing.
2.4 Treatment
of Options, Restricted Stock Units, Performance Stock Units and Employee Stock Purchase Plan.
(a) Treatment
of Options. At the Effective Time, each option to purchase Shares (each a “Company Option”) that is fully vested
and outstanding immediately prior to the Effective Time shall automatically and without any required action on the part of the holder
thereof or the Company, be cancelled and converted into the right to receive (without interest) an amount of cash equal to the product
of (x) the total number of Shares underlying the Company Option multiplied by (y) the excess, if any, of the Merger Consideration
over the exercise price of such Company Option; provided, however, that any such Company Option with respect to which the exercise price
subject thereto is equal to or greater than the Merger Consideration shall be canceled for no consideration.
(b) Treatment
of Restricted Stock Units and Performance Stock Units for Continuing Employees. At the Effective Time, each outstanding award of
Company restricted stock units (including deferred stock units and awards based on performance conditions) (“Company RSUs”)
held by Continuing Employees shall be assumed by Parent and converted into a restricted stock unit award with respect to Parent common
stock (each, an “Assumed Restricted Stock Unit Award”). At the Effective Time, each Assumed Restricted Stock Unit
Award shall (i) relate to a number of whole shares of Parent common stock (rounded to the nearest whole share) equal to (x) the
total number of Shares underlying such award of Company RSUs, multiplied by (y) the Equity Award Exchange Ratio, (ii) to the
extent that such Company RSU was subject to performance-based vesting conditions for performance periods that had not ended prior to
the Effective Time, be deemed to be earned based on target performance levels immediately prior to the Effective Time, and (iii) otherwise
be subject to substantially the same terms and conditions (including as to time-based vesting, terms related to retirement and treatment
upon termination, settlement and forfeiture events, but excluding, for the avoidance of doubt, any performance-based vesting conditions)
as were applicable to the corresponding Company RSU immediately prior to the Effective Time, except as to terms rendered inoperative
by reason of the transactions contemplated by this Agreement, or any such immaterial administrative or ministerial changes as the Parent
Board may determine in good faith are appropriate to effectuate the administration of the Assumed Restricted Stock Unit Award.
(c) Treatment
of Remaining Restricted Stock Units and Performance Stock Units. At the Effective Time, each Company RSU (including deferred stock
units and awards based on performance conditions) which is held by an employee or other service provider who will terminate employment
or service with the Company prior to or in connection with the Closing (including any director of the Company) shall, automatically and
without any required action on the part of the holder thereof or the Company, be cancelled and be converted into the right to receive
(without interest) an amount in cash equal to (x) the total number of Shares underlying such award of Company RSUs (with performance-based
awards being converted at target performance levels), multiplied by (y) the Merger Consideration.
(d) Payment
by Surviving Corporation. The Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, pay to (i) the
holders of applicable Company Options the amounts described in Section 2.4(a) and (ii) the Non-Continuing Employees
holding vested Company RSUs the amounts described in Section 2.4(b), in each case, less any Taxes required to be withheld
with respect to each such payment, as soon as practicable following the Closing Date, through the Surviving Corporation’s payroll
system, but not later than five (5) Business Days following the Closing Date. Notwithstanding the foregoing, to the extent that
any amounts payable under this Section 2.4 relate to a Company RSU that is nonqualified deferred compensation subject to
Section 409A of the Code, Parent or the Surviving Corporation shall pay such amounts (less any Taxes required to be withheld with
respect thereto) as promptly as is practicable following the earliest time permitted under the terms of the applicable agreement, plan
or arrangement relating to such Company RSU, as applicable, and that will not trigger a Tax or penalty under Section 409A of the
Code (after taking into account actions taken under Treas. Reg. 1.409A-3(j)(4)(ix)), but in no event later than five (5) Business
Days after such time.
(e) Company
ESPP. The Company Board (or, if appropriate, the committee administering the Company’s Amended and Restated Employee Stock
Purchase Plan (the “Company ESPP”)) will take all actions reasonably necessary with respect to the Company ESPP to
provide that (A) except for the offering periods under the Company ESPP in effect on the date hereof (the “Final Offering
Periods”), no new offering period will commence following the date hereof unless and until this Agreement is terminated; and
(B) from and after the date hereof, no new participants will be permitted to participate in the Company ESPP and participants will
not be permitted to increase their payroll deductions or purchase elections from those in effect on date of this Agreement. If the Effective
Time occurs: (i) during one or more of the Final Offering Periods, (A) the final exercise date(s) under the Company ESPP
shall be such date as the Company determines in its sole discretion (provided that such date shall be no later than the date that
is five (5) days prior to the Effective Time) (the “Final Exercise Date”), and (B) each Company ESPP participant’s
accumulated contributions under the Company ESPP shall be used to purchase whole Shares in accordance with the terms of the Company ESPP
as of the Final Exercise Date, which Shares, to the extent outstanding immediately prior to the Effective Time, shall be cancelled at
the Effective Time in exchange for the right to receive the Merger Consideration in accordance with Section 2.1(a); or (ii) after
the end of the Final Offering Period(s), all amounts allocated to each participant’s account under the Company ESPP at the end
of such Final Offering Periods shall thereupon be used to purchase whole Shares under the terms of the Company ESPP for such offering
period, which Shares, to the extent outstanding immediately prior to the Effective Time, shall be canceled at the Effective Time in exchange
for the right to receive the Merger Consideration in accordance with Section 2.1(a). As promptly as practicable following
the purchase of Shares in accordance with the foregoing clauses (i) or (ii), the Company shall return to each participant the funds,
if any, that remain in such participant’s account after such purchase. As of the Effective Time, the Company ESPP shall be terminated
and no further Shares in the Company or other rights with respect to Shares shall be granted thereunder.
(f) Board
Actions. Prior to the Effective Time, the Company Board (or, if appropriate, any committee thereof) shall adopt appropriate resolutions
and take such other actions as are reasonably necessary and appropriate (including using commercially reasonable efforts to obtain any
required consents) to effect the transactions described in this Section 2.4, which shall apply notwithstanding any award
or similar agreement.
2.5 Withholding
Rights. The Company, Parent, Merger Sub, the Surviving Corporation, the Paying Agent, each of their respective affiliates and any
other applicable withholding agent, as the case may be, shall be entitled to deduct or withhold from any amounts otherwise payable pursuant
to this Agreement such amounts as are required to be deducted or withheld with respect to the making of such payment under applicable
Law; provided, however, that the parties hereto agree that the consideration payable or otherwise deliverable pursuant to this
Agreement shall not be subject to withholding under Section 1445 of the Code or the Treasury Regulations promulgated thereunder
so long as the certificate contemplated by Section 5.16 is delivered to Parent prior to the Closing Date, except to the extent
required pursuant to a change in applicable Law after the date of this Agreement. To the extent that amounts are so deducted or withheld
and paid to the appropriate Governmental Entity, such amounts shall be treated for all purposes of this Agreement as having been paid
to the Person in respect of which such deduction or withholding was made.
2.6 Adjustments.
In the event that, between the date of this Agreement and the Effective Time, any change in the number of outstanding Shares, any change
in the number of securities or instruments that are convertible, exchangeable or exercisable into or for Shares or any change in the
number of Shares into or for which any securities or instruments are convertible, exchangeable or exercisable shall occur, in each case,
as a result of any stock split, reverse stock split, stock dividend (including any dividend or distribution of Equity Interests convertible
into or exchangeable for Shares), recapitalization, reclassification, combination, exchange of shares or other similar event, the Merger
Consideration shall be equitably adjusted to reflect such event and to provide to holders of Shares the same economic effect as contemplated
by this Agreement prior to such event; provided that nothing in this Section 2.6 shall be deemed to permit or authorize
the Company to take any such action or effect any such change that it is not otherwise authorized or permitted to take pursuant to Section 5.1.
Article 3
Representations and Warranties of the Company
Except (a) as set forth
in the disclosure schedule delivered by the Company to Parent and Merger Sub (the “Company Disclosure Schedule”) concurrently
with the execution of this Agreement (with specific reference to the representations and warranties in this Article 3 to
which the information in such schedule relates; provided that disclosure in the Company Disclosure Schedule as to a specific representation
or warranty shall qualify any other sections of this Agreement to the extent (notwithstanding the absence of a specific cross reference)
its relevance as an exception to (or disclosure for purposes of) such other representation or warranty is reasonably apparent on the
face of such disclosure), and (b) as otherwise disclosed or identified in the Company SEC Documents filed prior to the date hereof
(other than any forward-looking disclosures contained in the “Forward Looking Statements” and “Risk Factors”
sections of the Company SEC Documents but including any historical or factual matters disclosed in such sections); provided, that
this clause (b) shall not apply to the representations and warranties that call for a list of responsive items set forth in Sections
3.2(b), 3.2(c), 3.11(a), 3.12(a), 3.14(a), 3.14(b), 3.16(a) and 3.17(a), the
Company hereby represents and warrants to Parent and Merger Sub as follows:
3.1 Corporate
Organization. Each of the Company and its Subsidiaries is a corporation or other legal entity duly organized, validly existing and,
to the extent applicable, in good standing under the laws of the jurisdiction of its incorporation or organization and has the requisite
corporate or organizational, as the case may be, power and authority to own or lease its properties and assets and to carry on its business
as it is now being conducted, except where the failure to be in good standing, if applicable, has not had and would not reasonably be
expected to have, individually or in the aggregate, a Company Material Adverse Effect or a material adverse effect on the ability of
the Company to perform any of its obligations under, or to consummate the transactions contemplated by, this Agreement. Each of the Company
and its Subsidiaries is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted
by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary,
except where the failure to be so licensed or qualified, has not had and would not reasonably be expected to have, individually or in
the aggregate, a Company Material Adverse Effect or a material adverse effect on the ability of the Company to perform any of its obligations
under, or to consummate the transactions contemplated by, this Agreement. The copies of the Amended and Restated Certificate of Incorporation
(the “Company Charter”) and Amended and Restated Bylaws (the “Company Bylaws”) of the Company,
as most recently filed with the Company SEC Documents, are complete and correct copies of such documents as in effect as of the date
of this Agreement. The Company is not in violation of any of the provisions of the Company Charter or the Company Bylaws.
3.2 Capitalization.
(a) The
authorized capital stock of the Company consists of one hundred twenty million (120,000,000) Shares and one million (1,000,000) shares
of preferred stock, par value $0.01 per share (“Company Preferred Stock”). As of May 30, 2024, (i) 92,799,981 Shares
(other than treasury shares) were issued and outstanding, all of which were validly issued and fully paid, nonassessable and free of
preemptive rights, (ii) zero Shares were held in the treasury of the Company, (iii) 509,002 Shares are subject to outstanding
Company Options, 657,715 Shares are subject to Company RSUs that are solely subject to time-based vesting conditions and 520,132 Shares
are subject to Company RSUs that are subject to performance-based vesting or forfeiture conditions (assuming target level of performance),
(iv) 327,978 Shares are reserved for issuance under the Company ESPP, (v) 5,044,464 Shares are reserved for issuance under
the 2021 Plan, and (vi) no shares of Company Preferred Stock were issued and outstanding. There are no outstanding Company Options
that are subject to vesting. Except for an aggregate amount of not more than 327,978 Shares attributable to purchase rights under the
Company ESPP, Company Options to purchase Shares, and Company RSUs convertible into Shares (assuming target level of performance with
respect to Company RSUs that are subject to performance-based vesting or forfeiture conditions), there are no options, warrants or other
rights, agreements, arrangements or commitments of any character to which the Company or any of its Subsidiaries is a party or by which
the Company or any of its Subsidiaries is bound relating to the issued or unissued capital stock or other Equity Interests of the Company,
or securities convertible into or exchangeable for such capital stock or other Equity Interests, or obligating the Company to issue or
sell any shares of its capital stock or other Equity Interests, or securities convertible into or exchangeable for such capital stock
of, or other Equity Interests in, the Company. Since May 30, 2024 and prior to the date of this Agreement, except for the issuance
of Shares under (i) the Company’s 2021 Long-Term Incentive Plan (the “2021 Plan”), (ii) the Company
ESPP, (iii) the Company’s 2017 Long-Term Incentive Plan, (iv) the Company’s 2014 Incentive Stock Plan and (v) the
Company’s 2011 Incentive Stock Plan, each as amended from time to time (collectively, the “Company Equity Plans”)
in accordance with their terms, the Company has not issued any shares of its capital stock or other Equity Interests, or securities convertible
into or exchangeable for such capital stock or other Equity Interests, other than those shares of capital stock reserved for issuance
described in this Section 3.2(a).
(b) The
Company has previously provided Parent with a complete and correct list, as of May 30, 2024, of each outstanding Company Option
and Company RSU, the holder thereof and, with respect to each Company Option, the exercise price and expiration date thereof. All Shares
subject to issuance under the Company Equity Plans, upon issuance prior to the Effective Time on the terms and conditions specified in
the instruments pursuant to which they are issuable, will be validly issued, fully paid, nonassessable and free of preemptive rights.
There are no outstanding contractual obligations of the Company or any of its Subsidiaries (i) restricting the transfer of, (ii) affecting
the voting rights of, (iii) requiring the repurchase, redemption, acquisition or disposition of, or containing any right of first
refusal with respect to, (iv) requiring the registration for sale of, or (v) granting any preemptive or antidilutive right
with respect to, any Shares or any capital stock of, or other Equity Interests in, the Company or any of its Subsidiaries.
(c) Section 3.2(c) of
the Company Disclosure Schedule sets forth a complete and correct list of all of the Subsidiaries of the Company and the authorized,
issued and outstanding Equity Interests of each such Subsidiary. All of the issued and outstanding Equity Interests of each Subsidiary
of the Company are fully paid, non-assessable, free of preemptive rights and are owned by the Company, directly or through its Subsidiaries,
free and clear of any Liens (other than Permitted Liens). None of the Company or any of its Subsidiaries holds an Equity Interest in
any other Person. There are no outstanding contractual obligations of the Company or any of its Subsidiaries to provide funds to, or
make any investment (in the form of a loan, capital contribution or otherwise) in, any Subsidiary of the Company or any other Person,
other than guarantees by the Company of any indebtedness or other obligations of any wholly-owned Retained Subsidiary of the Company.
(d) None
of the Shares or any Equity Interest in the Company are owned by any Subsidiary of the Company.
3.3 Authority;
Execution and Delivery; Enforceability.
(a) The
Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform and comply with each of its
obligations under this Agreement and, subject to the receipt of the Company Stockholder Approval, to consummate the Transactions. The
execution and delivery by the Company of this Agreement, the performance and compliance by the Company with each of its obligations herein,
and the consummation by it of the Transactions have been duly authorized by all necessary corporate action on the part of the Company,
subject to receipt of the Company Stockholder Approval, and no other corporate proceedings on the part of the Company and no other stockholder
votes are necessary to authorize this Agreement or the consummation by the Company of the Transactions. The Company has duly and validly
executed and delivered this Agreement and, assuming the due authorization, execution and delivery by Parent and Merger Sub of this Agreement,
this Agreement constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its
terms, except as limited by Laws affecting the enforcement of creditors’ rights generally or by and general equitable principles.
(b) The
Company Board, at a meeting duly called and held, adopted resolutions (i) determining that the Transactions, including the Merger,
are advisable, fair to and in the best interests of the Company and its stockholders, (ii) approving, adopting and declaring advisable
this Agreement and the Transactions, including the Merger, (iii) directing that this Agreement be submitted to the stockholders
of the Company for its adoption, and (iv) recommending that the Company’s stockholders adopt this Agreement (the “Company
Board Recommendation”).
(c) Subject
to the accuracy of Section 4.7, the Company Board has taken all necessary actions so that the restrictions on business combinations
set forth in Section 203 of the DGCL and any other similar Law are not applicable to this Agreement and the Transactions, including
the Merger. Accordingly, neither Section 203 nor any other takeover, anti-takeover, “business combination,” “fair
price,” “moratorium,” “control share acquisition,” or similar Law or any anti-takeover provision in the
Company’s certificate of incorporation or bylaws applies to this Agreement, the Merger or the other Transactions. There is no rights
agreement, stockholder rights plan, tax preservation plan, net operating loss preservation plan or “poison pill” anti-takeover
plan in effect to which the Company or any of its Subsidiaries is subject, party to or otherwise bound.
(d) The
only vote of holders of any class or series of Shares or other Equity Interests of the Company necessary to adopt and approve this Agreement
is the adoption of this Agreement by the holders of a majority of the voting power represented by the Shares that are outstanding and
entitled to vote thereon at the Company Meeting (the “Company Stockholder Approval”). No other vote of the holders
of Shares or any other Equity Interests of the Company is necessary to consummate the Transactions.
3.4 No
Conflicts.
(a) The
execution and delivery of this Agreement by the Company does not and will not, and the performance of this Agreement by the Company will
not, (i) assuming the Company Stockholder Approval is obtained, conflict with or violate any provision of the Company Charter or
the Company Bylaws or any equivalent organizational documents of any Subsidiary of the Company, (ii) assuming that all consents,
approvals, authorizations and permits described in Section 3.4(b) have been obtained and all filings and notifications
described in Section 3.4(b) have been made and any waiting periods thereunder have terminated or expired, conflict with
or violate any Law applicable to the Company or any of its Subsidiaries or by which any property or asset of the Company or any of its
Subsidiaries is bound or affected or (iii) require any consent or approval under, result in any breach of or any loss of any benefit
under, constitute a change of control or default (or an event which with notice or lapse of time or both would become a default) under
or give to others any right of termination, vesting, amendment, acceleration or cancellation of, or result in the creation of a Lien
(other than Permitted Liens) on any property or asset of the Company or any of its Subsidiaries pursuant to, any Contract or Permit to
which the Company or any of its Subsidiaries is party, except, with respect to clauses (ii) and (iii), for any such conflicts, violations,
breaches, defaults or other occurrences which would not, individually or in the aggregate, reasonably be expected to have a Company Material
Adverse Effect or a material adverse effect on the ability of the Company to perform any of its obligations under, or to consummate the
transactions contemplated by, this Agreement.
(b) The
execution and delivery of this Agreement by the Company does not and will not, and the consummation by the Company of the Transactions
and compliance by the Company with any of the terms or provisions hereof will not, require any consent, approval, authorization or permit
of, or filing with or notification to, any Governmental Entity, except (i) under the Exchange Act and the rules and regulations
of the NASDAQ, (ii) under the HSR Act and any applicable requirements of any other Competition Laws, (iii) the filing and recordation
of the Certificate of Merger as required by the DGCL and (iv) where failure to obtain such consents, approvals, authorizations or
permits, or to make such filings or notifications, would not, individually or in the aggregate, reasonably be expected to have a Company
Material Adverse Effect or a material adverse effect on the ability of the Company to perform any of its obligations under, or to consummate
the transactions contemplated by, this Agreement.
3.5 SEC
Documents; Financial Statements; Undisclosed Liabilities.
(a) The
Company has filed or furnished all reports, schedules, forms, statements, registration statements, prospectuses and other documents required
to be filed or furnished by the Company with the SEC under the Securities Act or the Exchange Act since the Applicable Date (the “Company
SEC Documents”). None of the Subsidiaries of the Company is required to make any filings with the SEC.
(b) As
of its respective filing date (or, if amended or superseded prior to the date of this Agreement, on the date of such filing), each Company
SEC Document complied, as to form in all material respects with the requirements of the NASDAQ, the Exchange Act or the Securities Act,
as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Document. As
of its respective filing date (or, if amended or superseded prior to the date of this Agreement, on the date of such filing), each Company
SEC Document did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or
necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of
the date of this Agreement, there are no outstanding or unresolved comments received from the SEC with respect to any Company SEC Document
that would be required to be disclosed under Item 1B of Form 10-K under the Exchange Act.
(c) The
audited consolidated financial statements and unaudited consolidated interim quarterly financial statements of the Company included or
incorporated by reference in the Company SEC Documents (including, in each case, any notes or schedules thereto) (the “Company
SEC Financial Statements”) (i) as of their respective dates of filing with the SEC complied as to form in all material
respects with the published rules and regulations of the SEC with respect thereto and (ii) fairly present, in all material
respects, the financial condition and the results of operations, cash flows and changes in stockholders’ equity of the Company
and its Subsidiaries (on a consolidated basis) as of the respective dates of and for the periods referred to in the Company SEC Financial
Statements, and were prepared in accordance with GAAP consistently applied (except as may be indicated in the notes thereto or, in the
case of unaudited statements, as permitted by Form 10-Q under the Exchange Act), subject, in the case of unaudited interim Company
SEC Financial Statements, to normal year-end adjustments and the absence of notes.
(d) The
Company has timely filed all certifications and statements required by (i) Rule 13a-14 and Rule 15d-14 under the Exchange
Act; (ii) 18 U.S.C. Section 1350 (Sections 302 and 906 of the Sarbanes-Oxley Act); and (iii) any related rules and
regulations promulgated by the SEC or the NASDAQ with respect to all applicable Company SEC Documents, and the statements contained in
any such certifications are complete and correct as of their respective dates in all material respects.
(e) At
all times since the Applicable Date, the Company has maintained disclosure controls and procedures required by Rule 13a-15 or Rule 15d-15
under the Exchange Act designed to provide reasonable assurance that: (i) transactions are executed in accordance with management’s
general or specific authorization; (ii) transactions are recorded as necessary to permit preparation of financial statements in
conformity with GAAP and to maintain accountability for assets; (iii) access to assets is permitted only in accordance with management’s
general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable
intervals and appropriate action is taken with respect to any differences. Since the Applicable Date, (i) there have been no significant
deficiencies or material weaknesses in the design or operation of internal controls over financial reporting (whether or not remediated)
which would reasonably be expected to adversely affect the Company’s ability to record, process, summarize and report financial
information, (ii) there has been no change in the Company’s internal control over financial reporting that has materially
affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting, and (iii) neither
the Company nor the Company’s independent registered accountant has identified or been made aware of any fraud that involves the
management or other employees of the Company who have a significant role in the Company’s internal controls over financial reporting.
The Company and each of its Subsidiaries maintain a system of disclosure controls and procedures (as defined in Rule 13a-15 or Rule 15d-15
under the Exchange Act) that is designed to ensure that all material information required to be disclosed by the Company in the reports
that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time period’s specified
in the SEC’s rules and forms, and is accumulated and communicated to the Company’s management, including its principal
executive officer and principal financial officer, as appropriate, to allow timely decisions regarding disclosure. There are no outstanding
loans or other extensions of credit made by the Company or any of its Subsidiaries to any executive officer (as defined in Rule 3b-7
under the Exchange Act) or director of the Company.
(f) The
Company and its Subsidiaries do not have any liabilities or obligations of any nature (whether absolute or contingent, asserted or unasserted,
known or unknown, primary or secondary, direct or indirect, and whether or not accrued), required by GAAP to be reflected or reserved
on a consolidated balance sheet of the Company (or the notes thereto) except (i) as disclosed, reflected or reserved against in
the most recent balance sheet included in the Company SEC Financial Statements or the notes thereto, (ii) for liabilities and obligations
incurred in the ordinary course of business since the date of the most recent balance sheet included in the Company SEC Financial Statements
(but excluding violations of law, breaches of Contracts or Permits, torts or infringement), none of which are material to the Company,
(iii) for liabilities and obligations arising out of or in connection with this Agreement, the Merger or the Transactions and (iv) for
liabilities and obligations that, individually or in the aggregate, have not had, and would not reasonably be expected to have, a Company
Material Adverse Effect.
3.6 Absence
of Certain Changes or Events. Since December 31, 2023 through the date of this Agreement, (a) the Company and its Subsidiaries
have conducted their respective businesses in all material respects in the ordinary course of business and (b) there has not been
any change, event, development, condition or occurrence that, individually or in the aggregate, has had or would reasonably be expected
to have a Company Material Adverse Effect. Since December 31, 2023 through the date of this Agreement, neither the Company nor any
of its Subsidiaries has taken any action that would have constituted a breach of, or required Parent’s consent pursuant to Section 5.1(A) (other
with respect to the organizational documents of the Company’s Subsidiaries), Section 5.1(B), Section 5.1(C),
Section 5.1(F), Section 5.1(G), Section 5.1(H), Section 5.1(I), Section 5.1(J),
Section 5.1(K), Section 5.1(Q) or Section 5.1(S) had the covenants therein applied since
December 31, 2023.
3.7 Proxy
Statement. None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in the Proxy
Statement will, at the date that the Proxy Statement or any amendment or supplement thereto is mailed to holders of Shares and at the
time of the Company Meeting, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements
therein, in light of the circumstances in which they are made, not misleading (except that no representation or warranty is made by the
Company to any statements or omissions made in reliance upon and in conformity with information relating to Parent and its Subsidiaries,
including Merger Sub, furnished to the Company in writing by Parent or its Representatives expressly for inclusion or incorporation by
reference therein). The Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and
any other applicable Law.
3.8 Legal
Proceedings. There are no Proceedings pending, or to the Knowledge of the Company, threatened against the Company, any of its Subsidiaries,
or to the Knowledge of the Company, any present or former officer, director or executive-level employee of the Company or any of its
Subsidiaries (in their capacity as such), except, in each case, for those that, individually or in the aggregate, would not reasonably
be expected to have a Company Material Adverse Effect or, as of the date of this Agreement, have a material adverse effect on the ability
of the Company to perform any of its obligations under, or to consummate the transactions contemplated by, this Agreement. Neither the
Company nor any of its Subsidiaries nor any of their respective assets or properties is or are subject to any Order, except for those
that, individually or in the aggregate, would not reasonably be expected to be material to the Company and its Subsidiaries, taken as
a whole. There has not been since the Applicable Date, nor are there currently, any internal investigations being conducted by the Company
or the Company Board (or any committee thereof) concerning allegations of fraud or malfeasance or violations of applicable Law that,
in each case, would have a Company Material Adverse Effect.
3.9 Compliance
with Laws.
(a) The
Company and its Subsidiaries are in compliance, and at all times since the Applicable Date have been in compliance, with all Laws applicable
to the Company or any of its Subsidiaries or any assets owned or used by any of them except where any non-compliance, individually or
in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Since the Applicable Date,
neither the Company nor any of its Subsidiaries has received any written or, to the Knowledge of the Company, oral communication from
a Governmental Entity indicating that it is under investigation with respect to or otherwise alleging that the Company or any of its
Subsidiaries is not in compliance with any such applicable Law, except where any non-compliance, individually or in the aggregate, would
not reasonably be expected to have a Company Material Adverse Effect.
(b) Except
as would not, individually or in the aggregate, be reasonably expected to be material to the Company and its Subsidiaries, taken as a
whole, neither the Company nor any of its Subsidiaries nor, to the knowledge (as defined in the FCPA) of the Company, any other Person
acting for or on behalf of the Company or any of its Subsidiaries, including any director, officer, agent, employee, representative or
affiliate of the Company or any of its Subsidiaries, has paid, promised to pay or authorized the payment of any money, or offered, given,
promised to give or authorized the giving of anything of value, to any Government Official or any other person under circumstances where
it was known (as defined in the FCPA) that all or a portion of such money or thing of value would be corruptly or unlawfully offered,
given or promised, directly or indirectly, to a Government Official or any other person for the purpose of (i) influencing any act
or decision of a Government Official in their official capacity, (ii) inducing a Government Official to do or omit to do any act
in violation of such person’s lawful duties, (iii) securing any illegal business advantage or (iv) inducing a Government
Official to influence or affect any act or decision of any Governmental Entity, any company, business enterprise or other entity owned,
in whole or in part, or controlled by any Governmental Entity or any political party or any other person (whether public or private),
in a manner that has the effect of public or commercial bribery, acceptance of or acquiescence to extortion, kickbacks or other unlawful
means of obtaining business or any improper advantage.
(c) Since
the Applicable Date, the Company and its Subsidiaries (i) have conducted and continue to conduct business in compliance with all
applicable provisions of, and neither the Company nor any of its Subsidiaries nor, to the knowledge (as defined in the FCPA) of the Company,
any other Person acting for or on behalf of the Company or any of its Subsidiaries, including any director, officer, agent, employee,
representative or affiliate of the Company or any of its Subsidiaries, has, during the past five (5) years, taken any act that would
violate, (A) the FCPA, or (B) any other applicable similar anticorruption Law of any jurisdiction in which the Company or any
of its Subsidiaries conduct business (collectively, “Anticorruption Laws”), and (ii) have not conducted or initiated
any internal investigation or made a voluntary, directed or involuntary disclosure to any Governmental Entity or similar agency in response
to any alleged act or omission arising under or relating to any noncompliance with any Anticorruption Law, except, in the case of clauses
(i) and (ii) for such matters that would not, individually or in the aggregate, reasonably be expected to be material to the
Company and its Subsidiaries, taken as a whole.
(d) Since
the Applicable Date, (i) there is no, and has been no, request for information from, enforcement proceeding against or, to the Knowledge
of the Company, investigation of, the Company or any of its Subsidiaries by any Governmental Entity regarding a violation of the Anticorruption
Laws, and (ii) there is no, and has been no, written allegation or, to the Knowledge of the Company, other allegation or inquiry,
by any Governmental Entity regarding the Company or any of its Subsidiaries’ actual, alleged, possible or potential violation of
the Anticorruption Laws.
(e) The
Company has established and implemented reasonable internal controls and procedures applicable to the Company and its Subsidiaries intended
to prevent any activity, practice, or conduct which would constitute an offense under any Anticorruption Laws and ensure compliance with
the Anticorruption Laws, including a Code of Conduct, Anti-Corruption Policy, Political Contributions Policy, Business Courtesies Policy
and other policies and guidelines that generally (i) require compliance with the Anticorruption Laws and otherwise prohibit bribes
to Government Officials; (ii) control gifts, entertainment and travel expenses for Government Officials; (iii) require diligence
on certain third parties that may have relations with Government Officials on the Company’s behalf; (iv) control political
and charitable contributions; (v) mandate possible discipline for violations of policy or the Code of Business Conduct; and (vi) include
procedures for reporting and investigating possible violations of the program.
(f) During
the past five years, except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and
its Subsidiaries, taken as a whole, neither the Company nor any of its Subsidiaries nor, to the Knowledge of the Company, any other Person
acting for or on behalf of the Company or any of its Subsidiaries, including any director, officer, agent, employee, representative or
affiliate of the Company or any of its Subsidiaries, has taken any action, directly or indirectly, that would result in a violation of
applicable Laws and regulations imposing U.S. or E.U. or U.K. economic sanctions measures, including any sanctions administered by the
Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”) and the Bureau of Industry Security of the
U.S. Department of Commerce, and any sanctions measures under the International Emergency Economic Powers Act, the Trading with the Enemy
Act, or the Iran Sanctions Act, all as amended, and any executive order, directive, or regulation pursuant to the authority of any of
the foregoing, or any orders or licenses issued thereunder (collectively, “Sanctions”). Neither the Company nor any
of its Subsidiaries nor, to the Knowledge of the Company, any other Person acting for or on behalf of the Company or any of its Subsidiaries,
including any director, officer, agent, employee, representative or affiliate of the Company or any of its Subsidiaries, is a Person
that is the subject or target of Sanctions or designated as a “Specially Designated National” or “Blocked Person”
by OFAC.
(g) Except
as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries taken as a
whole, the operations of the Company and its Subsidiaries are and have been conducted for the past five (5) years in compliance
with applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as
amended, the money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder and any related or
similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Entity (collectively, the “Money
Laundering Laws”). No action, suit or proceeding by or before any Governmental Entity involving the Company or any of its Subsidiaries
with respect to the Money Laundering Laws is pending or, to the Knowledge of the Company, threatened.
(h) The
books and records utilized and relied upon by each of the Company and its Subsidiaries in connection with the operation of its business
since the Applicable Date have been maintained in compliance with its corporate governance policies and with applicable Law, except as
would not have, individually or in the aggregate, a Company Material Adverse Effect.
(i) Except
for such investigations or reviews the outcome of which would not, individually or in the aggregate, reasonably be expected to be material
to the Company and its Subsidiaries, taken as a whole, as of the date hereof, no investigation or review by any Governmental Entity with
respect to the Company or any of its Subsidiaries is pending or, to the Knowledge of the Company, threatened. Neither the Company nor
any of its Subsidiaries has, since the Applicable Date, been charged by any Governmental Entity with, or to the Knowledge of the Company,
investigated for, a violation of any Competition Law applicable to the Company or any of its subsidiaries or entered any settlement,
memorandum of understanding or similar agreement with a Governmental Entity in respect of a violation or alleged violation of any such
Competition Law, except, in each case, for any such violation that would not, individually or in the aggregate, reasonably be expected
to be material to the Company and its Subsidiaries, taken as a whole. To the Knowledge of the Company, other than with respect to this
Agreement or the transactions contemplated hereby, no investigation or review by any Governmental Entity under any Competition Law or
any settlement agreement in respect of a violation or alleged violation thereof with respect to the Company or any of its Subsidiaries
is pending or threatened, nor has any Governmental Entity indicated to the Company or any of its subsidiaries an intention to conduct
any such investigation or review, except, in each case, that would not, individually or in the aggregate, reasonably be expected to be
material to the Company and its Subsidiaries, taken as a whole.
3.10 Permits.
The Company and each of its Subsidiaries have all required governmental licenses, permits, certificates, approvals, consents, franchises,
clearances, billing and authorizations (“Permits”) necessary for the conduct of their respective businesses and the
use of their properties and assets, as presently conducted and used, and each of the Permits is valid, subsisting and in full force and
effect, except where the failure to have or maintain such Permit, individually or in the aggregate, has not had and would not reasonably
be expected to have, a Company Material Adverse Effect. The operation of the Company and its Subsidiaries as currently conducted is not,
and has not been since the Applicable Date, in violation of, nor is the Company or its Subsidiaries in default or violation under, any
Permit (except for such past violation or default as has been remedied and imposes no continuing obligations or costs on the Company
or its Subsidiaries), and, to the Knowledge of the Company, no event has occurred which, with notice or the lapse of time or both, would
constitute a default or violation of any term, condition or provision of any Permit, except, in each case, where such default or violation
of such Permit, individually or in the aggregate, would not reasonably be expected to have, a Company Material Adverse Effect. There
are no Proceedings pending or, to the Knowledge of the Company, threatened, that seek the revocation, cancellation or modification of
any Permit, except where such revocation, cancellation or modification, individually or in the aggregate, would not reasonably be expected
to have, Company Material Adverse Effect.
3.11 Employee
Benefit Plans.
(a) Section 3.11(a) of
the Company Disclosure Schedule sets forth a complete and correct list of each material (i) “employee benefit plan”
as defined in Section 3(3) of ERISA, whether or not subject to ERISA, (ii) employment, individual consulting, severance,
change in control, transaction bonus, termination protection, retention or similar plan, agreement, arrangement, program or policy; or
(iii) other benefit or compensation plan, contract, policy or arrangement providing for pension, retirement, profit-sharing, deferred
compensation, stock option, equity or equity-based compensation, stock purchase, employee stock ownership, vacation, holiday pay or other
paid time off, relocation or expatriate benefit, perquisite, bonus or other incentive plans, medical, retiree medical, vision, dental
or other health plans, life insurance plans, and other employee benefit plans or fringe benefit plans, in each case, that is sponsored,
maintained, administered, contributed to or entered into by the Company or its Subsidiaries for the current or future benefit of any
current or former director, officer, employee or individual independent contractor of the Company or its Subsidiaries (each, a “Service
Provider”), excluding any Multiemployer Plan (as defined below) or plans or arrangements sponsored or maintained by a Governmental
Entity or required to be provided to a Service Provider pursuant to applicable Law (“Governmental Plan”) (each of
such plans, agreements, arrangements, programs or policies described in the foregoing clauses (i) – (iii), a “Company
Benefit Plan”); provided, for the avoidance of doubt, that the following need not be set forth on Section 3.11(a) of
the Company Disclosure Schedule: any employment contracts or consultancy agreements that (A) provide for annual base wages or salary
of less than $200,000, or (B) are in all material respects consistent with a standard form previously made available to Parent where
the severance period or required notice of termination provided is not in excess of ninety (90) days or such longer period as is required
under local Law; and provided, further, that each Multiemployer Plan shall be set forth on Schedule 3.11(e) of the Company Disclosure
Schedule and each material Foreign Benefit Plan (as defined below) other than a Governmental Plan is set forth on Schedule 3.11(a) of
the Company Disclosure Schedule.
(b) With
respect to each Company Benefit Plan, the Company has made available to Parent complete and correct copies of, to the extent applicable,
(i) such Company Benefit Plan, including any amendment thereto (or, in the case of any unwritten Company Benefit Plan, a written
description thereof), (ii) each material trust, insurance, annuity or other funding arrangement or amendment related thereto, (iii) the
most recent summary plan description and any summary of material modifications prepared, (iv) the three (3) most recent audited
financial statements and actuarial or other valuation reports prepared with respect thereto, (v) the most recent determination or
opinion letter from the IRS and (vi) the three most recent annual reports on Form 5500 (or comparable form).
(c) Except
as would not result in or would not reasonably be expected to result in a material liability to the Company and its Subsidiaries, taken
as a whole, with respect to any Company Benefit Plan that is maintained outside the jurisdiction of the United States primarily for the
benefit of any employee residing or working outside the United States (any such Company Benefit Plan, a “Foreign Benefit Plan”),
(i) all Foreign Benefit Plans have been established, maintained and administered in compliance with their terms and all applicable
Laws of any controlling Governmental Entity; (ii) all Foreign Benefit Plans that are required to be funded are fully funded to the
extent so required, and with respect to all other foreign Benefit Plans, adequate reserves therefore have been established on the accounting
statements of the applicable Company or Subsidiary entity; and (iii) no material liability or obligation of the Company exists with
respect to such Foreign Benefit Plans. Except as has not resulted in or would not reasonably be expected to result in a material liability
to the Company and its Subsidiaries, taken as a whole, with respect to each Governmental Plan, (A) contributions required to be
made by the Company or any Subsidiary to each Governmental Plan have been made when due, and (B) no material liability or obligation
of the Company exists with respect to such Governmental Plan.
(d) Except
as has not resulted in or would not reasonably be expected to result in a material liability to the Company and its Subsidiaries, taken
as a whole:
(i) each
Company Benefit Plan has been administered in all material respects in accordance with its terms and all applicable Laws, including ERISA
and the Code;
(ii) each
Company Benefit Plan which is intended to qualify under Section 401(a) of the Code has received a favorable determination letter
from the IRS as to its qualified status and, to the Company’s Knowledge, no fact or event has occurred that could reasonably be
expected to cause the loss of the Tax qualified status of any such Company Benefit Plan or the Tax exempt status of any associated trust;
(iii) to
the Company’s Knowledge, there has been no prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975
of the Code and other than a transaction that is exempt under a statutory or administrative exemption) with respect to any Company Benefit
Plan; and
(iv) no
Proceeding has been brought, or to the Knowledge of the Company is threatened, against or with respect to any such Company Benefit Plan,
including any audit or inquiry by the IRS or United States Department of Labor (other than routine benefits claims).
(e) Except
as otherwise set forth on Section 3.11(e) of the Company Disclosure Schedule, neither the Company nor any of its ERISA Affiliates
sponsors, maintains, administers or contributes to (or has any obligation to contribute to), or has in the past six years sponsored,
maintained, administered or contributed to (or had any obligation to contribute to), or has or is reasonably expected to have any direct
or indirect liability with respect to, any benefit plan that is or was subject to Title IV or Section 302 of ERISA or Section 412
or 4971 of the Code including any liability on account of a “complete withdrawal” or a “partial withdrawal” (within
the meaning of Sections 4203 and 4205 of ERISA, respectively) from any “multiemployer plan” within the meaning of Section 3(37)
of Section 4001(a)(3) of ERISA (“Multiemployer Plan”). Except as has not resulted in or would not reasonably
be expected to result in material liability to the Company and its Subsidiaries, taken as a whole, (i) all contributions required
to be made by the Company or any Subsidiary to each Multiemployer Plan have been made when due, and (ii) to the Knowledge of the
Company, with respect to each Multiemployer Plan: (A) no such Multiemployer Plan has been terminated; (B) no proceeding
has been initiated by any person (including the Pension Benefit Guaranty Corporation) to terminate any Multiemployer Plan; and (C) the
Company has no reason to believe that any Multiemployer Plan will be terminated.
(f) Neither
the execution of this Agreement nor the consummation of the Transactions (alone or in conjunction with any other event, including any
termination of employment) will (i) entitle any Service Provider to any material compensation or benefit (including any bonus, retention
or severance pay) under any of the Company Benefit Plans, (ii) accelerate the time of payment or vesting or result in any payment
or funding (through a grantor trust or otherwise) of material compensation or benefits under any of the Company Benefit Plans, (iii) material
increase the amount of compensation or benefits due to any Service Provider, or (iv) result in the payment of any amount that would
not be deductible by reason of Section 280G of the Code or would be expected to be subject to an excise Tax under Section 4999
of the Code.
(g) Neither
the Company nor any of its Subsidiaries has any obligation to gross-up, indemnify or otherwise reimburse any current or former Service
Provider for any Tax incurred by such Service Provider under Sections 409A or 4999 of the Code.
(h) Except
as has not resulted in or would not reasonably be expected to result in, individually or in the aggregate, material liability to the
Company and its Subsidiaries, taken as a whole, neither the Company nor any of its Subsidiaries has any current or projected liability
for, and no Company Benefit Plan provides or promises any post-employment or post-retirement medical, dental, disability, hospitalization,
life insurance or similar benefits (whether insured or self-insured) to any current or former Service Provider, other than (i) as
required by applicable Law or (ii) the full cost of which is borne by the Service Provider (or any beneficiary of the employee or
former employee).
3.12 Employee
and Labor Matters.
(a) The
Company has provided Parent a materially complete and correct list, as of the date hereof, of each employee of the Company or one of
its Subsidiaries, as well as the following information for each such employee: (i) job title; (ii) employing entity; (iii) primary
work location; (iv) union or non-union status; (v) base annual salary or hourly wage rate, as applicable; and (vi) annual
bonus or other incentive compensation received with respect to 2023, if applicable. The Company has provided (or will provide pursuant
to Section 5.19) Parent a materially complete and correct list, as of the date hereof or the date of delivery pursuant to
Section 5.19, as applicable, setting forth all individuals engaged directly (whether individually or through an entity that
they own or control) by the Company or its Subsidiaries to provide services to the Company or its Subsidiaries on an independent contractor
basis, who received or are expected to receive more than $50,000 in annualized compensation (the “Contractor Schedule”).
(b) No
union, works council, or similar representative of labor is recognized or certified as the representative of any employee of the Company
or its Subsidiaries. The Company has provided Parent true, complete and correct copies of all collective bargaining agreements or similar
Contracts with a union, works council, or similar representative of labor to which the Company or any of its Subsidiaries is a party
or bound (each a “Labor Contract”), excluding Labor Contracts that apply on a national or otherwise mandatory basis
outside of the United States. With respect to the employees of the Company and its Subsidiaries in the last three (3) years there
have been no, and as of the date hereof, there are no pending or, to the Knowledge of the Company, threatened (i) representation
or certification proceedings brought before or filed with the National Labor Relations Board or any other labor relations tribunal or
authority, or (ii) except as would not, individually or in the aggregate, reasonably be expected to be material to the Company or
its Subsidiaries, taken as a whole, (1) labor organizing efforts or campaigns, (2) unfair labor practice complaints brought
before or filed with the National Labor Relations Board or any other labor relations tribunal or authority or (3) labor strikes,
disputes, lockouts, slowdowns, stoppages or other material organized work interruptions or labor-related grievances.
(c) The
Company and its Subsidiaries are, and for the last three (3) years have been, in compliance with all applicable Laws respecting
employment and employment practices, including all applicable Laws respecting terms and conditions of employment, health and safety,
wage payment, wages and hours, child labor, immigration and work authorizations, employment discrimination, disability rights or benefits,
equal opportunity, plant closures and layoffs, affirmative action, workers’ compensation, labor relations, social welfare obligations
and unemployment insurance, except as would not, individually or in the aggregate, reasonably be expected to be material to the Company
and its Subsidiaries, taken as a whole. There is no, and in the last three (3) years there have been no Proceedings pending or,
to the Knowledge of the Company, threatened against the Company or its Subsidiaries with respect to any Laws respecting employment or
employment practices, except as has not resulted or would not reasonably be expected to result, individually or in the aggregate, in
material liability to the Company and its Subsidiaries, taken as a whole.
(d) In
the last three (3) years, the Company and its Subsidiaries have promptly, thoroughly and impartially investigated, and, if warranted
taken appropriate corrective action with respect to, all allegations of sexual harassment against any officers, directors or executive
or senior management-level employees of the Company or its Subsidiaries of which the Company or its Subsidiaries was aware, and do not
reasonably expect any material liabilities with respect to any such allegations.
3.13 Environmental
Matters.
(a) Except
as has not had or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect:
(i) The
Company and each of its Subsidiaries (A) are, and have been for the past three (3) years, in compliance with all, and are not
subject to any liability with respect to noncompliance with any, Environmental Laws, (B) have and hold, or have applied for, all
Environmental Permits necessary for the conduct of their respective businesses and the use of their properties and assets, as currently
conducted and used, (C) are in compliance with their respective Environmental Permits and (D) have no unbudgeted capital or
operating expenditures necessary to achieve or maintain such compliance with Environmental Laws and Environmental Permits.
(ii) The
consummation of the transactions contemplated hereby requires no filings or notifications to be made or actions to be taken pursuant
to any Environmental Permit or Environmental Law, including any financial assurance, bond, letter of credit or similar instrument required
for the operations of the Company or its Subsidiaries under any Environmental Law or Environmental Permit.
(iii) There
are no Environmental Claims pending nor, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries,
and none of the Company or any of its Subsidiaries has received any written notification of any allegation of actual or potential responsibility
for any Release or threatened Release of any Hazardous Materials.
(iv) There
has been no Release of any Hazardous Materials at, from, in, on, under, to or about (A) any property currently or, to the Knowledge
of the Company, formerly owned, leased or operated by, or (B) any property or facility to which any Hazardous Materials have been
transported for disposal, recycling or treatment by or on behalf of the Company or any of its Subsidiaries, in each case in a manner
or concentration that has resulted in a liability of the Company or any of its Subsidiaries under Environmental Law.
(v) None
of the Company or any of its Subsidiaries (A) has entered into or agreed to any consent decree or consent order or is otherwise
subject to any judgment, decree, or judicial or administrative order relating to compliance with Environmental Laws, Environmental Permits
or to the investigation, sampling, monitoring, treatment, remediation, response, removal or cleanup of Hazardous Materials and no Proceeding
is pending or, to the Knowledge of the Company, threatened with respect thereto, or (B) is an indemnitor by contract or otherwise
in connection with any claim, demand, suit or action threatened or asserted by any third-party for any liability under any Environmental
Law or otherwise relating to any Hazardous Materials.
(b) The
Company has made available to Parent complete and correct copies of all material third-party environmental assessments and audit reports
that relate to the Company or its Subsidiaries, in each case that are in the Company’s possession, custody or control.
3.14 Real
Property; Title to Assets. Except as has not had or would not reasonably be expected to have, individually or in the aggregate, a
Company Material Adverse Effect:
(a) Section 3.14(a) of
the Company Disclosure Schedule sets forth a complete and correct list of all real property owned in fee by the Company or any of its
Subsidiaries (collectively, the “Company Owned Real Property”) and the address for each Company Owned Real Property.
The Company or any of its Subsidiaries, as the case may be, holds good and valid fee title to the Company Owned Real Property, free and
clear of all Liens, except for Permitted Liens. Except as would not reasonably be expected, individually or in the aggregate, to be material
to the Company and its Subsidiaries, taken as a whole, all buildings, structures, improvements and fixtures located on the Company Owned
Real Property are in a state of good operating condition and are sufficient for the continued conduct of business in the ordinary course,
subject to reasonable wear and tear.
(b) Section 3.14(b) of
the Company Disclosure Schedule sets forth (i) a complete and correct list of all real property leased, subleased or otherwise occupied
by the Company or any of its Subsidiaries (collectively, the “Company Leased Real Property”), (ii) the address
for each parcel of Company Leased Real Property, and (iii) a description of each Company Lease Agreement (other than with respect
to master vehicle leases). No Company Lease Agreement (other than with respect to master vehicle leases) is subject to any Lien, including
any right to the use or occupancy of any Company Leased Real Property, other than Permitted Liens. Except as would not reasonably be
expected, individually or in the aggregate to be material to the Company and its Subsidiaries, taken as a whole, neither the Company
nor any of its Subsidiaries has received written notice that (i) any each lease, sublease or license with respect to the material
Company Leased Real Property is not valid or in full force and effect or (ii) the Company or any of its Subsidiaries, or to the
Company’s Knowledge any other party to any such lease, has violated any provision of, or taken or failed to take any act which,
with or without notice, lapse of time, or both, would constitute a default under the provisions of such lease, and neither the Company
nor any of its Subsidiaries has received notice that it has breached, violated or defaulted under any lease.
(c) The
Company Owned Real Property and the Company Leased Real Property are referred to collectively herein as the “Company Real Property”.
Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect,
(i) each parcel of Company Real Property is in compliance with all existing Laws applicable to such Company Real Property, and (ii) neither
the Company nor any of its Subsidiaries has received written notice of any Proceedings in eminent domain, condemnation or other similar
Proceedings that are pending, and to the Company’s Knowledge there are no such Proceedings threatened, affecting any portion of
the Company Real Property.
(d) The
Company and its Subsidiaries have good and marketable title to, or a valid and binding leasehold or other interest in, all property and
assets reflected on the most recent balance sheet in the Company SEC Financial Statements or acquired after the date thereof, except
as have been disposed of since the date thereof in the ordinary course of business, free and clear of all Liens (except for Permitted
Liens), and such property and assets constitutes all property and assets necessary for the conduct of the businesses of the Company and
its Subsidiaries, taken as a whole, as currently conducted, except, in each case, as would not reasonably be expected, individually or
in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole.
3.15 Tax
Matters.
(a) All
material Tax Returns that are required to be filed by or with respect to the Company or any of its Subsidiaries have been duly and timely
filed (taking into account any valid extensions of time with respect to the filing of such Tax Returns), and all such Tax Returns are
complete and correct in all material respects.
(b) All
material Taxes that have become due and payable by the Company or any of its Subsidiaries have been duly and timely paid in full (whether
or not shown as due on any Tax Return) other than Taxes being contested in good faith through appropriate Proceedings for which adequate
reserves have been established in the financial statements of the Company in accordance with GAAP. All material Tax withholding and deposit
requirements imposed on or with respect to payments made by the Company or any of its Subsidiaries to any employee, creditor, Equity
Interest holder or other third party (in each case, whether or not shown as due on any Tax Return) have been satisfied, and the Company
and its Subsidiaries have complied in all material respects with all related information reporting and record retention requirements.
(c) There
is no material outstanding claim, assessment or deficiency against the Company or any of its Subsidiaries for any Taxes that has been
asserted or threatened in writing by any Governmental Entity, except for deficiencies being contested in good faith through appropriate
Proceedings for which adequate reserves have been established in the financial statements of the Company in accordance with GAAP.
(d) There
is no material ongoing, pending or threatened (in writing) audit, examination, investigation, litigation or other Proceeding with respect
to any Taxes or Tax matters of the Company or any of its Subsidiaries.
(e) Neither
the Company nor any of its Subsidiaries has waived any statute of limitation in respect of material Taxes or agreed to any extension
of time with respect to an assessment or deficiency for material Taxes, which waiver or extension is currently in effect (other than
pursuant to a valid extension of time with respect to the filing of Tax Returns obtained in the ordinary course of business).
(f) Neither
the Company nor any of its Subsidiaries has constituted a “distributing corporation” or a “controlled corporation”
(within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock that was purported or intended to qualify
for tax-free treatment under Section 355(a) of the Code (or so much of Section 356 of the Code as relates to Section 355
of the Code or any similar provision of U.S. state or local or non-U.S. Law) (i) in the two (2) years prior to the date of
this Agreement or (ii) as part of a “plan” or “series of related transactions” (within the meaning of Section 355(e) of
the Code) in conjunction with the Transactions.
(g) There
are no material Liens for Taxes upon any property or assets of the Company or any of its Subsidiaries, except for Permitted Liens.
(h) Neither
the Company nor any of its Subsidiaries has entered into any “listed transaction” within the meaning of Treasury Regulations
Section 1.6011-4(b)(2) (or any similar provision of U.S. state or local or non-U.S. Law).
(i) Neither
the Company nor any of its Subsidiaries is a party to, has any obligation under or is bound by any Tax allocation, sharing or indemnity
Contract or any other similar Contract pursuant to which it will have, or it is reasonably foreseeable that it could have, any liability
for Taxes of any Person after the Effective Time (excluding any Contract solely between or among the Company and any of its Subsidiaries
and any Contract the principal purpose of which does not relate to Taxes). Neither the Company nor any of its Subsidiaries has been a
member of an affiliated, consolidated, combined, unitary or similar group for purposes of filing any Tax Return (other than a group the
common parent of which is the Company or any of its Subsidiaries) or has any liability for Taxes of any Person (other than the Company
or any of its Subsidiaries) arising under Treasury Regulations Section 1.1502-6 (or any similar provision of U.S. state or local
or non-U.S. Law), as a transferee or successor or by operation of Law.
(j) No
claim has been made in writing by any Governmental Entity in a jurisdiction where the Company or any of its Subsidiaries does not currently
file any Tax Returns or pay Taxes that the Company or such Subsidiary is or may be subject to any Tax or required to file any Tax Return
in such jurisdiction which claim has not been resolved and for which no material Tax liability remains.
(k) Neither
the Company nor any of its Subsidiaries is a party to any material ruling, agreement or arrangement in respect of Taxes with a Governmental
Entity, and neither the Company nor any of its Subsidiaries has any request for a material ruling in respect of Taxes pending with any
Governmental Entity.
(l) No
Subsidiary of the Company is, or has been, a “passive foreign investment company” (within the meaning of Section 1297
of the Code) or a “surrogate foreign corporation” (within the meaning of Section 7874 of the Code).
3.16 Material
Contracts.
(a) Section 3.16(a) of
the Company Disclosure Schedule sets forth a complete and correct list, as of the date hereof, of each of the following Contracts (other
than any Company Benefit Plans and excluding purchase orders, statements of work and similar commercial documents issued in the ordinary
course of business under and not amending the applicable Contract) to which the Company or any of its Subsidiaries is a party or by which
the Company or any of its Subsidiaries or any of their respective assets or businesses are bound (and any material amendments, supplements
and modifications thereto):
(i) Contracts
that (or, together with additional related Contracts with the same Person or its affiliates) (A) are expected to involve the payment
of amounts by the Company or any of its Subsidiaries in North America of more than $10,000,000 in the aggregate for fiscal year 2024
and (B) are expected to involve the receipt of amounts by the Company or any of its Subsidiaries of more than $10,000,000 in the
aggregate for fiscal year 2024;
(ii) Contracts
concerning the establishment or operation of a partnership, joint venture or limited liability company;
(iii) Contracts
pursuant to which the Company or any of its Subsidiaries licenses (A) from a third party material Intellectual Property, other than
licenses (1) for shrink-wrap, click-wrap or off-the shelf software or other generally commercially available software, (2) pursuant
to stock, boilerplate, or other generally non-negotiable terms, such as, for example, website and mobile application terms and conditions
or terms of use, stock photography licenses, and similar Contracts, or (3) that are implied by or incidental to the sale or purchase
of products or services in the ordinary course of business, or (B) to a third party Company Owned Intellectual Property, other than
non-exclusive licenses (1) granted in the ordinary course of business or (2) that are implied by or incidental to the sale
or purchase of products or services in the ordinary course of business, in the case of each of clause (A) and clause (B),
to the extent any such Contract exceeds $1,000,000 of expense per year (in the case of clause (A)) or revenue per year (in the
case of clause (B));
(iv) (A) the
lease agreements of the Company or any of its Subsidiaries that pertain to (1) incinerator sites or (2) any parcel of Company
Leased Real Property for which the annual rent exceeds $1,000,000 individually (other than incinerator sites) or (B) master vehicle
lease agreements of the Company or any of its Subsidiaries for which annual leasing costs exceed $5,000,000 (each, a “Company
Lease Agreement”);
(v) Contracts
containing a covenant materially restricting the ability of the Company or any of its Subsidiaries to engage in any line of business
in any geographic area or to compete with any Person, to market any product or to solicit customers;
(vi) indentures,
credit agreements, loan agreements and similar instruments pursuant to which the Company or any of its Subsidiaries has or will incur
or assume any indebtedness for borrowed money or has or will guarantee or otherwise become liable for any indebtedness of any other Person
for borrowed money in excess of $500,000;
(vii) Contracts
that (A) prohibit or restrict the payment of dividends or other distribution of assets by any of the Company or its Subsidiaries,
(B) prohibit or restrict the issuance of guarantees by the Company or any of its Subsidiaries, or (C) limit the ability of
the Company or any of its Subsidiaries or affiliates to sell, transfer, pledge or otherwise dispose of any assets or businesses;
(viii) Contracts
under which there has been imposed a Lien (other than a Permitted Lien) on any of the material assets, tangible or intangible, of the
Company;
(ix) Contracts
that provide for the acquisition or disposition, directly or indirectly (by merger or otherwise) of assets (including properties) or
capital stock (other than acquisitions or dispositions of inventory and raw materials and supplies in the ordinary course of business)
(A) for aggregate consideration under such Contract in excess of $5,000,000 or (B) pursuant to which the Company or its Subsidiaries
has continuing material “earn-out” or other similar contingent payment obligations or any material indemnification obligations
(other than with respect to customary representations and warranties with customary survival periods) that could result in the receipt
or making by the Company or any of its Subsidiaries of future payments in excess of $1,000,000;
(x) is
a Franchise Agreement;
(xi) Contracts
that contain or include (A) any “most favored nation” or most favored customer provision or rights of first or last
offer, negotiation or refusal, (B) “take or pay” requirements, volume requirements or commitments, exclusive purchasing
arrangements obligating a Person to obtain a minimum quantity of goods or services from another Person, or (C) a put or call right
pursuant to which the Company or any of its Subsidiaries could be required to purchase or sell, as applicable, any assets or any equity
interests of any Person;
(xii) Contracts
that are (A) license or royalty Contracts (other than Contracts relating to Intellectual Property or licenses that are implied by
or incidental to the sale or purchase of products or services in the ordinary course of business) or (B) merchandising, sales representative,
franchisee or distribution Contracts, involving the payment or receipt over the life of such Contract in excess of $1,000,000 by the
Company or any of its Subsidiaries;
(xiii) Any
swap, cap, floor, collar, futures contract, forward contract, option and any other derivative financial Contract, based on any commodity,
security, instrument, asset, rate or index of any kind or nature whatsoever, that (A) could result in the receipt or making by the
Company or any of its Subsidiaries of future payments in excess of $1,000,000 or (B) has a remaining duration of three years or
more from the date hereof;
(xiv) other
than employment or service Contracts entered into in the ordinary course of business, (A) any Indemnification Agreement with any
current director or executive officer of the Company or (B) any Contracts with (1) any beneficial owner (as defined in Rule 13d-3
under the Exchange Act) of 5% or more of any class of securities of the Company or any of its Subsidiaries, (2) any affiliate (other
than a wholly-owned Retained Subsidiary of the Company) or “associate” or any member of the “immediate family”
(as such terms are respectively defined in Rules 12b-2 and 16a-1 of the Exchange Act) of any of the foregoing, including any stockholders
agreement, investors’ rights agreement, registration rights agreement, voting agreement, tax receivable agreement or similar or
related Contracts or (3) any director or officer of the Company or any of its Subsidiaries, in each case, that is required to be
disclosed under Item 404 of Regulation S-K promulgated under the Securities Act;
(xv) material
Contracts that contain standstill or similar agreements that are reasonably expected to be in effect as of the Closing, pursuant to which
the Company or any of its Subsidiaries has agreed to not acquire assets or securities of another Person (excluding, for purposes hereof,
any confidentiality agreements contemplating a potential acquisition (by merger, consolidation, acquisition or otherwise) of another
Person or business which contains a standstill or similar agreement);
(xvi) Contracts
under which the Company or any of its Subsidiaries has, directly or indirectly, any obligations to make a capital contribution to, or
other investment in, any Person outside the ordinary course of business in excess of $2,000,000 (other than the Company or any of its
wholly-owned Retained Subsidiaries);
(xvii) Contracts
with any Governmental Entity in excess of $2,000,000 of revenue per year;
(xviii) Contracts
that reflect the settlement of any Proceeding individually in excess of $1,500,000 and under which there are material outstanding compliance
obligations of the Company or any of its Subsidiaries; or
(xix) any
Contract not otherwise described in any other subsection of this Section 3.16(a) that would be required to be filed
by the Company as a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC).
(b) A
complete and correct copy of each Contract listed or required to be listed in Section 3.16(a) of the Company Disclosure
Schedule or required to be filed as exhibits to the Company SEC Documents (such Contracts, together with any Contract to which the Company
or any of its Subsidiaries becomes a party or by which it becomes bound after the date hereof that would be required to be listed in
Section 3.16(a) of the Company Disclosure Schedule if in effect as of the date hereof, the “Company Material
Contracts” and each, a “Company Material Contract”) has been made available, to the extent in the possession
of the Company’s knowledge parties after due inquiry of their direct reports, to Parent or publicly filed with the SEC prior to
the date hereof. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material
Adverse Effect, (i) all Company Material Contracts are valid, binding and in full force and effect and are enforceable by the Company
or the applicable Subsidiary in accordance with their terms, except as limited by Laws affecting the enforcement of creditors’
rights generally, by general equitable principles or by the discretion of any Governmental Entity before which any Proceeding seeking
enforcement may be brought, (ii) the Company or the applicable Subsidiary has performed all obligations required to be performed
by it under the Company Material Contracts, and it is not (with or without notice or lapse of time, or both) in breach or default thereunder
and, to the Knowledge of the Company, no other party to any Company Material Contract is (with or without notice or lapse of time, or
both) in breach or default thereunder and (iii) since the Applicable Date, neither the Company nor any of its Subsidiaries has received
written notice of any actual, alleged, possible or potential violation of, or failure to comply with, any term or requirement of any
Company Material Contract.
3.17 Intellectual
Property.
(a) Section 3.17(a) of
the Company Disclosure Schedule sets forth a list, as of the date hereof, of all (i) issued patents and pending patent applications,
(ii) trademark and service mark registrations and applications, (iii) copyright registrations and applications, and (iv) internet
domain name registrations in each case that are included in the Company Owned Intellectual Property (collectively, the “Company
Registered Intellectual Property”). All items of Company Registered Intellectual Property are subsisting, and, to the Knowledge
of the Company, are valid and enforceable. No Proceeding is pending that challenges the validity, enforceability, registration or ownership
of any Company Registered Intellectual Property (other than office actions in connection with the prosecution of applications for Company
Registered Intellectual Property).
(b) Except
as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, (i) the Company
or one of its Subsidiaries exclusively owns the Company Owned Intellectual Property, free and clear of all Liens (other than Permitted
Liens) and (ii) the Company and each of its Subsidiaries owns or has a valid and enforceable license or other right to use all Company
Intellectual Property used in the conduct of its business as currently conducted. The Transactions shall not cause any material Company
Intellectual Property to be lost, terminated, or impaired and will not restrict the Surviving Corporation and its Subsidiaries from owning
or using all such Company Intellectual Property immediately after the Closing Date on substantially similar terms and conditions to those
under which the Company and its Subsidiaries owned or used such Company Intellectual Property.
(c) Except
as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, neither the Company
nor any of its Subsidiaries is infringing, misappropriating, diluting, or otherwise violating the Intellectual Property rights of any
Person, and since January 1, 2020, neither the Company nor any of its Subsidiaries has received any written claim, demand, or notice
alleging any such infringement, misappropriation, dilution, or violation. To the Knowledge of the Company, except as would not, individually
or in the aggregate, reasonably expected to have a Company Material Adverse Effect, no Person is infringing, misappropriating, diluting
or otherwise violating any Company Owned Intellectual Property.
(d) The
Company and its Subsidiaries take and have taken commercially reasonable actions to protect and preserve the material Company Owned Intellectual
Property, and have taken commercially reasonable actions, consistent with any applicable contractual obligations, to maintain the confidentiality
of trade secrets and other material confidential information included in the Company Intellectual Property. The Company has implemented
a policy requiring each employee or contractor who develops Intellectual Property for the Company or its Subsidiaries to assign such
employee’s or contractor’s ownership of any such Intellectual Property to the Company or its Subsidiaries (except where ownership
thereof would vest in the Company or one of the Subsidiaries by operation of Law).
(e) The
Company and its Subsidiaries do not use and have not used any Open Source Software or any modification or derivative thereof (i) in
a manner that would restrict the ability of the Company or its Subsidiaries to protect their proprietary interests in any of the material
Company Owned Intellectual Property or (ii) under any license requiring the Company to disclose or distribute the source code to
any of the material Company Owned Intellectual Property at no or minimal charge.
(f) Except
as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, the computer systems,
servers, networks, software, platforms, and computer hardware owned, leased or licensed by the Company and its Subsidiaries, and used
by the Company or its Subsidiaries in the conduct of their respective businesses (“IT Systems”) are adequate and sufficient
for the operation of the business of the Company and its Subsidiaries as currently conducted. The Company and its Subsidiaries have each
implemented and maintain commercially reasonable data security, data backup, system redundancy, business continuity and disaster avoidance
and recovery plans, policies, and procedures with respect to the IT Systems. Since the Applicable Date, there has not been any material
failure with respect to any of the IT Systems that has not been remedied in all material respects. The Company and its Subsidiaries have
taken commercially reasonable actions to protect the security and integrity of the IT Systems and the data stored or contained therein
or transmitted thereby including by implementing industry standard procedures designed to prevent unauthorized access and the introduction
of any virus, worm, Trojan horse or similar disabling code or program to such IT Systems (“Malicious Code”), and the
taking and storing of back-up copies of such data. To the Knowledge of the Company, there is no Malicious Code in any of the IT Systems
that could reasonably be expected to have a material impact on the Company and its Subsidiaries.
(g) Except
as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, the Company
and its Subsidiaries have commercially reasonable security measures in place designed to protect data of their respective businesses,
including “personal information”, “personal data”, “personally identifiable information” or any other
equivalent term as defined by Information Privacy Laws (“Business Data”) under their possession or control from unauthorized
access. Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, (i) since
the Applicable Date, the Company and its Subsidiaries have not suffered any breach in security that has permitted or resulted in any
unauthorized access to the IT Systems or unauthorized access to or disclosure of Business Data and (ii) the Company and its Subsidiaries
have complied with applicable Information Privacy Requirements. No Proceeding has been filed or commenced against, the Company or any
of its Subsidiaries alleging any failure to comply with any Information Privacy Requirements. Except as would not, individually or in
the aggregate, reasonably be expected to have a Company Material Adverse Effect, the Business Data shall be available for use by the
Company and its Subsidiaries immediately after the Closing Date in the same manner as the Company and its Subsidiaries used the Business
Data immediately prior to the Closing Date.
3.18 Insurance.
Except as would not reasonably be expected, individually or in the aggregate, to result in a Company Material Adverse Effect, (a) the
Company and its Subsidiaries carry or are entitled to the benefits of insurance, with financially sound and reputable insurers, in such
amounts and covering such risks as is generally maintained by companies of established repute engaged in the same or similar business,
(b) all insurance policies of the Company and its Subsidiaries relating to the business, assets and operations of the Company and
its Subsidiaries in effect as of the date of this Agreement are in full force and effect and (c) no notice of cancellation or modification
has been received by the Company, and there is no existing default or event which, with the giving of notice or lapse of time or both,
would constitute a default by any insured under such insurance policies.
3.19 Affiliate
Transactions. Neither the Company nor any Subsidiary of the Company is a party to any Contract or other transaction, agreement or
binding arrangement or understanding between the Company or its Subsidiaries, on the one hand, and any affiliates thereof (other than
wholly-owned Retained Subsidiaries of such Person) on the other hand, that are required to be disclosed under Item 404 of Regulation
S-K of the SEC that are not disclosed.
3.20 Past
Operations and Contracts. To the Knowledge of the Company, the Company and its Subsidiaries did not directly engage in the collection,
transportation or disposal of solid waste or recycling in Canada, in the conduct of the Business (as defined in Section 3.20 of
the Company Disclosure Schedule), at any time during the period from November 1, 2021 through December 31, 2021.
3.21 Opinion
of Financial Advisor. BofA Securities, Inc., the Company’s financial advisor, has delivered to the Company Board its opinion
in writing or orally, in which case, such opinion will be subsequently confirmed in writing, to the effect that, as of the date thereof
and based upon and subject to the various assumptions and limitations set forth therein, the consideration to be received by the holders
of Shares (other than Shares to be cancelled or converted pursuant to Section 2.1(b) or Dissenting Shares) pursuant
to this Agreement is fair from a financial point of view to such holders. A written copy of such opinion will be delivered promptly after
the date hereof to Parent for informational purposes only.
3.22 Broker’s
Fees. Except for BofA Securities, Inc., a true and complete copy of whose engagement agreement has been made available to Parent,
neither the Company nor any of its officers or directors on behalf of the Company has employed any financial advisor, broker or finder
or incurred any liability for any financial advisory, broker’s fees, commissions or finder’s fees in connection with any
of the Transactions.
3.23 No
Other Representations or Warranties.
(a) Except
for the representations and warranties expressly set forth in this Article 3 or in any certificate delivered by the Company
pursuant to Section 6.3(d), none of the Company, any of its affiliates or any other Person on behalf of the Company makes
any express or implied representation or warranty with respect to the Company or its Subsidiaries or their respective businesses or with
respect to any other information provided, or made available, to Parent, Merger Sub or their respective Representatives or affiliates
in connection with the Transactions, including any information, documents, projections, forecasts or other material made available to
Parent or Merger Sub or their Representatives or affiliates in the electronic data rooms maintained by the Company or its Representatives
for purposes of the Transactions, teaser, marketing material, confidential information memorandum, management presentations, functional
“break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub or their respective Representatives
or in any other form in connection with the Transactions.
(b) The
Company acknowledges that none of Parent, Merger Sub, any of their respective affiliates or any other Person on behalf of Parent or Merger
Sub makes, and the Company has not relied upon, any express or implied representation or warranty with respect to Parent or Merger Sub
or with respect to any other information provided to the Company in connection with the Transactions including the accuracy or completeness
thereof other than the representations and warranties contained in Article 4 or in any certificate delivered by Parent or
Merger Sub pursuant to Section 6.3(d). The Company acknowledges and agrees that, to the fullest extent permitted by applicable
Law, Parent and Merger Sub, and their respective affiliates, stockholders, controlling persons or Representatives shall not have any
liability or responsibility whatsoever to the Company or its affiliates, stockholders, controlling persons or Representatives on any
basis (including in contract or tort, under federal or state securities Laws or otherwise) based upon any information (including any
statement, document or agreement delivered pursuant to this Agreement and any financial statements and any projections, estimates or
other forward-looking information) provided or made available (including in any data rooms, management presentations, information or
descriptive memorandum or supplemental information), or statements made (or any omissions therefrom), to the Company or any of its affiliates,
stockholders, controlling persons or Representatives, except as and only to the extent expressly set forth in Article 4 or
in any certificate delivered by Parent or Merger Sub pursuant to Section 6.3(d).
Article 4
Representations and Warranties of Parent and Merger Sub
Except as set forth in the
disclosure schedule delivered by Parent and Merger Sub to the Company (the “Parent Disclosure Schedule”) concurrently
with the execution of this Agreement (with specific reference to the representations and warranties in this Article 4 to
which the information in such schedule relates; provided that disclosure in the Parent Disclosure Schedule as to a specific representation
or warranty shall qualify any other sections of this Agreement to the extent (notwithstanding the absence of a specific cross reference)
its relevance as an exception to (or disclosure for purposes of) such other representation or warranty is reasonably apparent on the
face of such disclosure), Parent and Merger Sub hereby represent and warrant to the Company as follows:
4.1 Corporate
Organization. Each of Parent and Merger Sub is a corporation or other entity duly organized, validly existing and, to the extent
applicable, in good standing under the laws of the jurisdiction of its organization and has the requisite corporate or other entity power
and authority to own or lease all of its properties and assets and to carry on its business as it is now being conducted, except where
the failure to be in good standing, if applicable, has not had and would not reasonably be expected to have, individually or in the aggregate,
a Parent Material Adverse Effect. Each of Parent and Merger Sub is duly licensed or qualified to do business in each jurisdiction in
which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes
such licensing or qualification necessary, except where the failure to be so licensed or qualified, has not had and would not reasonably
be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.
4.2 Authority;
Execution and Delivery; Enforceability. Each of Parent and Merger Sub has all necessary corporate power and authority to execute
and deliver this Agreement, to perform and comply with each of its obligations under this Agreement and to consummate the Transactions
applicable to such party. The execution and delivery by each of Parent and Merger Sub of this Agreement, the performance and compliance
by Parent and Merger Sub with each of its obligations herein and the consummation by Parent and Merger Sub of the Transactions applicable
to it have been duly authorized by all necessary corporate action on the part of Parent and Merger Sub, and no other corporate proceedings
on the part of Parent or Merger Sub and no stockholder votes are necessary to authorize this Agreement or the consummation by Parent
and Merger Sub of the Transactions to which it is a party. Each of Parent and Merger Sub has duly and validly executed and delivered
this Agreement and, assuming the due authorization, execution and delivery by the Company of this Agreement, this Agreement constitutes
Parent’s and Merger Sub’s legal, valid and binding obligation, enforceable against each of Parent and Merger Sub in accordance
with its terms, except as limited by Laws affecting the enforcement of creditors’ rights generally and by general equitable principles.
4.3 No
Conflicts.
(a) The
execution and delivery of this Agreement by Parent and Merger Sub does not and will not, and the performance of this Agreement by Parent
and Merger Sub will not, (i) conflict with or violate any provision of the certificate of incorporation, bylaws or similar organizational
documents of Parent or Merger Sub, (ii) assuming that all consents, approvals, authorizations and permits described in Section 4.3(b) have
been obtained and all filings and notifications described in Section 4.3(b) have been made and any waiting periods thereunder
have terminated or expired, conflict with or violate any Law applicable to Parent, Merger Sub or any other Subsidiary of Parent (each
a “Parent Subsidiary” and, collectively, the “Parent Subsidiaries”), or by which any property or
asset of Parent or any Parent Subsidiary is bound or affected or (iii) require any consent or approval under, result in any breach
of or any loss of any benefit under, constitute a change of control or default (or an event which with notice or lapse of time or both
would become a default) under or give to others any right of termination, vesting, amendment, acceleration or cancellation of, or result
in the creation of a Lien on any property or asset of Parent or any Parent Subsidiary, including Merger Sub pursuant to, any Contract
or Permit to which Parent or any Parent Subsidiary is a party, except, with respect to clauses (ii) and (iii), for
any such conflicts, violations, breaches, defaults or other occurrences which would not, individually or in the aggregate, reasonably
be expected to have a Parent Material Adverse Effect.
(b) The
execution and delivery of this Agreement by Parent and Merger Sub does not and will not, and the consummation by Parent and Merger Sub
of the Transactions and compliance by Parent and Merger Sub with any of the terms or provisions of this Agreement will not, require any
consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, except (i) under the
Exchange Act, (ii) as required or advisable under the HSR Act and any other applicable Competition Laws, (iii) the filing and
recordation of the Certificate of Merger as required by the DGCL and (iv) where failure to obtain such consents, approvals, authorizations
or permits, or to make such filings or notifications would not, individually or in the aggregate, reasonably be expected to have a Parent
Material Adverse Effect.
4.4 Legal
Proceedings. There is no Proceeding pending, or, to the Knowledge of Parent, threatened that, individually or in the aggregate, has
had or would reasonably be expected to have a Parent Material Adverse Effect, and neither Parent nor Merger Sub is subject to any outstanding
Order that, individually or in the aggregate, would reasonably be expected to have a Parent Material Adverse Effect.
4.5 Debt
Financing; Sufficient Funds.
(a) Parent
will have, at the Effective Time, access to sufficient available cash on hand or other sources of immediately available funds, including
under existing credit facilities and the Debt Financing, necessary to consummate the Transactions, including payment of the Merger Consideration
and all fees and expenses payable by Parent and Merger Sub related to the Transactions.
(b) Parent
and Merger Sub understands and acknowledges that its obligations under this Agreement are not in any way contingent upon or otherwise
subject to or conditional upon Parent’s consummation of any financing arrangements, Parent’s obtaining of any financing or
the availability, grant, provision or extension of any financing to Parent.
4.6 Proxy
Statement. None of the information supplied or to be supplied by Parent or Merger Sub in writing for inclusion or incorporation by
reference in the Proxy Statement will, at the date that the Proxy Statement or any amendment or supplement thereto is mailed to holders
of Shares and at the time of the Company Meeting, contain any untrue statement of a material fact or omit to state a material fact necessary
to make the statements therein, in light of the circumstances in which they are made, not misleading (except that no representation or
warranty is made by Parent or Merger Sub to any statements or omissions made in reliance upon and in conformity with information relating
to the Company or any of its Subsidiaries furnished to Parent or Merger Sub in writing by the Company or its Representatives expressly
for inclusion or incorporation by reference therein).
4.7 Ownership
of Company Capital Stock. None of Parent, Merger Sub or any Parent Subsidiary beneficially owns any Shares or other Equity Interests
in the Company as of the date hereof. Neither Parent nor Merger Sub is, nor at any time during the last three (3) years has it been,
an “interested stockholder” of the Company as defined in Section 203 of the DGCL (other than as contemplated by this
Agreement).
4.8 Solvency.
Assuming (i) satisfaction of the conditions to Parent’s obligations to consummate the Merger, and after giving effect to the
consummation of the Merger, (ii) that all cost estimates, financial or other projections and other predictions of the Company have
been prepared in good faith and (iii) the accuracy in all material respects of the representations and warranties of the Company
set forth in Article 3, Parent and its Subsidiaries, including the Surviving Corporation, taken as a whole, will not (a) be
insolvent (either because their financial condition is such that the sum of its liabilities is greater than the fair market value of
their assets or because the fair saleable value of their assets is less than the amount required to pay their liabilities as they come
due), (b) have unreasonably small capital with which to engage in their business or fail to satisfy any capital adequacy requirements
under applicable Law or (c) have incurred obligations beyond their ability to pay them as they become due.
4.9 Ownership
of Merger Sub. All of the outstanding Equity Interests of Merger Sub have been duly authorized and validly issued. All of the issued
and outstanding Equity Interests of Merger Sub are, and at the Effective Time will be, owned directly or indirectly by Parent. Merger
Sub was formed solely for purposes of the Merger and, except for matters incident to formation and execution and delivery of this Agreement
and the performance of the Transactions, has not prior to the date hereof engaged in any business or other activities.
4.10 No
Stockholder and Management Arrangements. Except for this Agreement, or as expressly authorized by the Company Board, neither Parent
or Merger Sub, nor any of their respective affiliates, is a party to any Contracts, or has made or entered into any formal or informal
arrangements or other understandings (including as to continuing employment), with any stockholder, director or officer of the Company
relating to this Agreement, the Merger or any other Transactions, or the Surviving Corporation or any of its affiliates, businesses or
operations from and after the Effective Time.
4.11 Broker’s
Fees. Except for the fees and expenses of Centerview Partners LLC, Parent’s financial advisor, neither Parent nor any Parent
Subsidiary nor any of their respective officers or directors on behalf of Parent or such Parent Subsidiary has employed any financial
advisor, broker or finder or incurred any liability for any financial advisory, broker’s fees, commissions or finder’s fees
in connection with any of the Transactions.
4.12 No
Other Representations and Warranties.
(a) Except
for the representations and warranties expressly set forth in this Article 4 or in any certificate delivered by Parent or
Merger Sub pursuant to Section 6.2(c), none of Parent, Merger Sub, any of their respective affiliates or any other Person
on behalf of Parent or Merger Sub makes any express or implied representation or warranty with respect to Parent or Merger Sub or their
respective businesses or with respect to any information provided, or made available, to the Company or its Representatives or affiliates
in connection with the Transactions, including the accuracy or completeness thereof.
(b) Each
of Parent and Merger Sub has conducted its own independent review and analysis of the business, operations, assets, Intellectual
Property, technology, liabilities, results of operations, financial condition and prospects of the Company and its Subsidiaries and each
of them acknowledges that it and its Representatives have received access to such books and records, facilities, equipment, contracts
and other assets of the Company and its Subsidiaries that it and its Representatives have requested to review, and that it and its Representatives
have had full opportunity to meet with the management of the Company and to discuss the business and assets of the Company and its Subsidiaries.
Each of Parent and Merger Sub acknowledges that neither the Company nor any Person on behalf of the Company makes, and none of Parent
or Merger Sub has relied upon, any express or implied representation or warranty with respect to the Company or any of its Subsidiaries
or with respect to any other information provided to Parent or Merger Sub in connection with the Transactions including the accuracy
or completeness thereof other than the representations and warranties contained in Article 3 or in any certificate delivered
by the Company pursuant to Section 6.3(d). Without limiting the generality of the foregoing, it is understood that any cost
estimates, financial or other projections or other predictions that may be contained or referred to in the Company Disclosure Schedules
or elsewhere, as well as any information, documents or other materials (including any such materials contained in any “data room”
or reviewed by Parent or any of its affiliates, or any of its or their respective directors, officers, employees, stockholders, partners,
members, agents or representatives) or management presentations or due diligence discussions that have been or shall hereafter be provided
to or engaged in with Parent or any of its affiliates or any of its or their respective directors, officers, employees, stockholders,
partners, members, agents or representatives are not and will not be deemed to be representations or warranties of the Company, any of
its Subsidiaries or any of its affiliates or any of its or their respective directors, officers, employees, stockholders, partners, members,
agents or representatives, and no representation or warranty is made as to the accuracy or completeness of any of the foregoing, except
as may be expressly set forth in Article 3 or in any certificate delivered by the Company pursuant to Section 6.3(d).
Each of Parent and Merger Sub acknowledges and agrees that, to the fullest extent permitted by applicable Law, the Company and its Subsidiaries,
and their respective affiliates, stockholders, controlling persons or Representatives shall not have any liability or responsibility
whatsoever to Parent, Merger Sub, any Parent Subsidiary, or their respective affiliates, stockholders, controlling persons or Representatives
on any basis (including in contract or tort, under federal or state securities Laws or otherwise) based upon any information (including
any statement, document or agreement delivered pursuant to this Agreement and any financial statements and any projections, estimates
or other forward-looking information) provided or made available (including in any data rooms, management presentations, information
or descriptive memorandum or supplemental information), or statements made (or any omissions therefrom), to Parent, Merger Sub, any Parent
Subsidiary, or any of their respective affiliates, stockholders, controlling persons or Representatives, except as and only to the extent
expressly set forth in Article 3 or in any certificate delivered by the Company pursuant to Section 6.3(d).
Article 5
Covenants
5.1 Conduct
of Business by the Company Pending the Closing. Between the date of this Agreement and the earlier of the Effective Time and the
termination of this Agreement in accordance with Article 7, except (a) as set forth in Section 5.1 of the
Company Disclosure Schedule, (b) as required by applicable Law, (c) as otherwise expressly permitted or required by any other
provision of this Agreement or (d) with the prior written consent of Parent (not to be unreasonably withheld, conditioned or delayed)
(collectively, the “IOC Exceptions”), the Company will, and will cause each of its Subsidiaries to, use its commercially
reasonable efforts to (i) conduct its operations in the ordinary course of business, (ii) preserve intact its present business
organization, (iii) keep available the services of the current officers and other key employees of the Company and each of its Subsidiaries
(other than where termination of such services is due to cause or resignation) and (iv) preserve the goodwill and current relationships
of the Company and each of its Subsidiaries with customers, suppliers and other Persons with which the Company or any of its Subsidiaries
has material business relations. Without limiting the foregoing, except in accordance with an IOC Exception, the Company shall not, and
shall not permit any of its Subsidiaries to, between the date of this Agreement and the earlier of the Effective Time and the termination
of this Agreement in accordance with Article 7, directly or indirectly, take any of the following actions:
(A) amend
its certificate of incorporation or bylaws or equivalent organizational documents (whether by merger, consolidation or otherwise), other
than in connection with any action permitted pursuant to Section 5.1(H);
(B) enter
into any material new line of business outside the existing business of the Company and its Subsidiaries as of the date of this Agreement;
(C) except
as set forth on Section 5.1(C) of the Company Disclosure Schedule, issue, deliver, sell, pledge, dispose of, grant,
award, transfer or encumber or authorize the issuance, delivery, sale, pledge, disposal, grant, award, transfer or encumbrance of any
shares of capital stock of, or other Equity Interests in, the Company or any of its Subsidiaries, other than (i) the issuance of
Shares (A) in accordance with the terms of the Company ESPP, or (B) upon the exercise of Company Options or vesting or settlement
of Company RSUs outstanding as of the date hereof or granted in compliance with this Agreement, (ii) the issuance, sale, disposal,
grant or transfer of Equity Interests of any wholly-owned Subsidiary of the Company to the Company or one or more other wholly-owned
Retained Subsidiaries or (iii) the pledge of Equity Interests pursuant to the Existing Credit Agreement;
(D) sell,
assign, pledge, transfer, convey, lease, license, abandon, mortgage, guarantee or create or incur any Lien on or otherwise dispose of
any material property, assets, securities, businesses or other interests (whether tangible or intangible) of the Company or any of its
Subsidiaries (other than Intellectual Property), except (i) pursuant to Contracts in effect on the date hereof, (ii) the sale
of inventory in the ordinary course of business, including inventory classified as fixed assets regularly sold by the Company, (iii) Permitted
Liens, (iv) dispositions of obsolete or worthless equipment in the ordinary course of business, (v) pursuant to transactions
solely among the Company and its wholly-owned Retained Subsidiaries or solely among wholly-owned Retained Subsidiaries of the Company
or (vi) transactions identified and subject to the parameters set forth on Section 5.1(D) of the Company Disclosure
Schedules;
(E) sell,
assign, pledge, transfer, convey, license, abandon, or incur any Lien other than Permitted Liens on or otherwise dispose of or fail to
maintain any material Company Intellectual Property, except (i) in the ordinary course of business, (ii) pursuant to Contracts
in effect on the date hereof, or (iii) pursuant to transactions solely among the Company and its wholly-owned Retained Subsidiaries
or solely among wholly-owned Retained Subsidiaries of the Company;
(F) declare,
authorize, establish a record date for, set aside, make or pay any dividend or other distribution (whether payable in cash, stock, property
or a combination thereof) with respect to any of its capital stock or other Equity Interests, except for dividends paid by a wholly-owned
Subsidiary of the Company to the Company or another wholly-owned Retained Subsidiary of the Company;
(G) reclassify,
adjust, combine, split, subdivide or amend or otherwise change any terms of, or redeem, purchase or otherwise acquire, or otherwise offer
to redeem, purchase or otherwise acquire, directly or indirectly, any shares of capital stock or other Equity Interests in the Company
or any of its Subsidiaries, other than with respect to any of its wholly-owned Retained Subsidiaries;
(H) merge
or consolidate the Company or any of its Subsidiaries with any Person or adopt a plan of complete or partial liquidation, dissolution,
restructuring, recapitalization or other reorganization or resolutions providing for a complete or partial liquidation, dissolution,
merger, consolidation, restructuring, recapitalization or other reorganization of the Company, except with respect to any wholly-owned
Retained Subsidiaries of the Company where no third party owns Equity Interests of such Retained Subsidiary after such action;
(I) acquire
(by merger, consolidation, or acquisition of stock or assets or otherwise), directly or indirectly, any Person or assets, securities,
properties, interests or businesses other than (i) acquisitions of inventory, containers, raw materials and other similar property
in the ordinary course of business and (ii) any acquisitions of Medical Waste Disposal businesses or assets in the United States
or Canada with a purchase price of less than $10,000,000 in any single transaction or $20,000,000 in the aggregate and that would not,
individually or in the aggregate, reasonably be expected to (1) impose any material delay in the obtaining of, or materially increase
the risk of not obtaining, any permits, orders or other approvals of any Governmental Entity necessary to consummate the Merger or the
expiration or termination of any applicable waiting period, (2) materially increase the risk of any Governmental Entity seeking
an Order prohibiting the consummation of the Merger, (3) materially increase the risk of not being able to remove any such Order
on appeal or otherwise, or (4) delay or prevent the consummation of the Merger;
(J) incur
or create any indebtedness for borrowed money or issue any debt securities or assume, guarantee or endorse, or otherwise become responsible
for (whether directly, contingently or otherwise), the obligations of any Person (other than a wholly-owned Retained Subsidiary of the
Company) for borrowed money, except (i) for borrowings under the Existing Credit Agreement or issuances of commercial paper for
working capital and general corporate purposes in the ordinary course of business or (ii) in connection with the renewal of the
Existing Credit Agreement not to exceed the maximum credit facility amount under the Existing Credit Agreement; provided, in no event
shall the aggregate amount outstanding under the Company’s credit facilities exceed $1,550,000,000;
(K) make
any loans, advances or capital contributions to, or investments in, any other Person (other than a wholly-owned Retained Subsidiary of
the Company), other than in the ordinary course of business in an amount not to exceed $5,000,000 in the aggregate;
(L) (i) terminate,
cancel or renew, or agree to any material amendment to, modification of, or waiver under, any Company Material Contract (other than (x) extensions
and renewals of existing Company Lease Agreements in accordance with their terms, and (y) Company Material Contracts with the customers
and suppliers of the Company as of the date hereof on terms that are not materially adverse to the Company and its Subsidiaries in the
aggregate or are made in the ordinary course of business so long as the duration of such extension or renewal is less than five years),
or (ii) enter into any Contract that, if existing on the date hereof, would be a Company Material Contract (other than Contracts
(v) entered in the ordinary course of business, (w) that involve the payment or receipt of amounts or any of its Subsidiaries
of less than $5,000,000 annually, (x) are for a duration of less than five years, (y) are not the type of Contracts described
in Section 3.16(a)(v), (vii), (xi) or (xiv), and (z) that are not otherwise prohibited by
the other subsections of this Section 5.1);
(M) incur
or make any capital expenditure, or any obligations or liabilities for payments in respect thereof, except for those contemplated by
(i) the Company’s capital expenditure budget as disclosed to Parent prior to the date hereof (“2024 Capital Expenditure
Budget”) and (ii) if the Closing has not occurred on or prior to December 31, 2024, for the period beginning on January 1,
2025, the Company’s capital expenditure budget consistent with the 2024 Capital Expenditure Budget as adjusted for inflation as
measured by the Consumer Price Index published by the U.S. Bureau of Labor Statistics, in the case of each of clause (i) and clause
(ii), other than (A) expenditures made in response to operational emergencies or (B) capital expenditures that are not, in
the aggregate, in excess of $10,000,000 per year;
(N) except
(i) to the extent required by this Agreement, applicable Law or the existing terms of any Company Benefit Plan or Contract or (ii) in
connection with new hires or promotions in the ordinary course of business: (A) materially increase the compensation or benefits
payable or to become payable to the directors or executive officers of the Company or any of its Subsidiaries, or any employee of the
Company or any of its Subsidiaries with an annual base salary of $200,000 or more, or any independent contractor, (B) other than
the equity-based awards specially described on Sections 5.1(C) and 5.1(N) of the Company Disclosure Schedule,
grant any equity or equity-based awards to, or discretionarily accelerate the vesting or payment of any equity or equity-based awards
held by, any current or former Service Provider, (C) materially amend any Company Benefit Plan, or establish, adopt, or enter into
any new such arrangement that if in effect on the date hereof would be a material Company Benefit Plan other than any such actions which
are in the ordinary course of business, (D) terminate (other than for cause) the employment of or hire any employee with an annual
base salary of $200,000 or more; or (E) materially amend any existing Contract with an independent contractor or establish, adopt
or enter into any Contract with an independent contractor;
(O) announce,
implement or effect any reduction in force, layoff, or other program resulting in the termination of employees of the Company or its
Subsidiaries, in each case, that would trigger requirements pursuant to the Worker Adjustment and Retraining Notification Act of 1988
or any similar foreign, state or local Law;
(P) other
than as required by applicable Law, recognize any new union, works council or similar representative of labor as the representative or
certified bargaining agent of any of the employees of the Company or its Subsidiaries, or establish, adopt, enter into or amend any Labor
Contract;
(Q) make
any change in the Company’s accounting policies, practices, principles, methods or procedures, other than as required by changes
in GAAP or in Regulation S-X of the Exchange Act, or under applicable Law;
(R) except
in connection with litigation related to or arising from the enforcement of a party’s rights under this Agreement against the other
party, compromise, settle, release, waive or discharge, or agree, offer or propose to compromise, settle, release, waive or discharge,
any Proceeding or threatened Proceeding (excluding any Proceeding or threatened Proceeding relating to Taxes) involving or against the
Company or any of its Subsidiaries that results in a payment obligation (net of insurance proceeds) of the Company or any of its Subsidiaries
in excess of $2,000,000 individually or $10,000,000 in the aggregate, or that imposes any material restrictions or limitations upon the
assets, operations or business of the Company or any of its Subsidiaries or material equitable or injunctive remedies or the admission
of any criminal wrongdoing;
(S) (i) make
(except in the ordinary course of business), change or revoke any material Tax election, (ii) adopt or change any material Tax accounting
method or change any annual Tax accounting period, (iii) settle or compromise any material Tax claim, audit, assessment or other
Proceeding with respect to Taxes, (iv) file any material amended Tax Return, (v) surrender any right to claim a material refund
of Taxes, (vi) agree or consent to an extension or waiver of the statute of limitations with respect to the assessment or determination
of any material Taxes (other than extensions of time to file Tax Returns), (vii) enter into any closing agreement with a Governmental
Entity with respect to material Taxes or (viii) except if undertaken in connection with transactions identified and subject to the
parameters set forth on Section 5.1(D) of the Company Disclosure Schedule, take any action otherwise allowed under the
exceptions set out in Section 5.1(D)(v), Section 5.1(E)(iii), Section 5.1(F), Section 5.1(G) or
Section 5.1(H) with respect to the Retained Subsidiaries that materially increases the Tax liability of the Company
and its Subsidiaries, taken as a whole;
(T) agree,
resolve, authorize or enter into any Contract or otherwise make any commitment to do any of the foregoing.
Notwithstanding anything herein to the contrary,
nothing contained in this Agreement shall give Parent or Merger Sub the right to control or direct the operations of the Company prior
to the consummation of the Merger, and the Company shall exercise, consistent with the terms and conditions of this Agreement, control
and supervision over its business operations.
5.2 Access
to Information; Confidentiality.
(a) From
the date of this Agreement to the earlier of the Effective Time and the termination of this Agreement in accordance with Article 7,
the Company shall, and shall cause each of its Subsidiaries to: (i) use commercially reasonable efforts to provide to Parent and
Merger Sub and their respective Representatives reasonable access during normal business hours in such a manner as not to interfere unreasonably
with the business conducted by the Company or any of its Subsidiaries, upon reasonable advance prior notice to the Company, to the officers,
employees, properties, offices and other facilities of the Company and each of its Subsidiaries and to the books and records, work papers
and other documents (including existing financial and operating data relating to the Company and its Subsidiaries) thereof; (ii) allow
Parent and Merger Sub to perform or cause to be performed a non-invasive Phase I environmental site assessment and limited compliance
review with respect to the assets and operations of the Company (which, for the avoidance of doubt, shall not include any sampling or
testing of any environmental media); and (iii) use commercially reasonable efforts to furnish as promptly as reasonably practicable
such information that Parent and its Representatives may reasonably request in writing, including copies of such information; provided
that any such access shall be conducted at Parent’s sole expense and the Company shall not be required to (or to cause any
of its Subsidiaries to) afford such access or furnish such information to the extent that the Company determines in good faith, after
consulting with legal counsel, that doing so would be reasonably likely to: (A) result in the loss of attorney-client privilege,
(B) breach, contravene or violate any Contract entered into prior to, and as in effect on, the date hereof to which the Company
or any of its Subsidiaries is a party or under which the Company or any of its Subsidiaries has obligations to a third party, (C) breach,
contravene or violate any applicable Law or Order or (D) result in the disclosure of materials provided to the Company Board or
resolutions or minutes of the Company Board, in each case, that were provided to the Company Board in connection with its consideration
of the Merger, a potential change of control of the Company or the sale process; provided, the Company shall use its commercially
reasonable efforts to allow for substitute access or disclosure in a manner that does not result in a loss of attorney-client privilege
or breach, contravene or violate such Contract or applicable Law or Order, as applicable. In furtherance and not in limitation of the
foregoing, the Company agrees to provide updates to Parent with respect to certain matters referenced on, and in the manner set forth
in, Section 5.2(a) of the Company Disclosure Schedule. Notwithstanding anything contained in this Agreement to the contrary,
neither the Company nor any of its Subsidiaries shall be required to provide any access or furnish any information pursuant to this Section 5.2
to the extent such access or information is reasonably pertinent to a Proceeding related to or arising from this Agreement or where
the Company or any of its affiliates, on the one hand, and Parent or any of its affiliates, on the other hand, are adverse parties or
where the Company determines in good faith, after consultation with legal counsel, that they are reasonably likely to become adverse
parties. The Company may, as it deems advisable and necessary in good faith, after consultation with legal counsel, reasonably designate
any competitively sensitive material or any material subject to a pending Proceeding to be provided to Parent and Merger Sub under this
Section 5.2 as “Outside Counsel Only Material.” Such materials and information contained therein shall be given
only to the outside legal counsel of the recipient and will not be disclosed by such outside legal counsel to employees (including in-house
legal counsel), officers, directors or other independent contractors (including accountants and expert witnesses) of the recipient unless
prior written consent is obtained in advance from the source of the materials or its legal counsel. No information or knowledge obtained
by Parent in any investigation pursuant to this Section 5.2 will affect or be deemed to modify any representation, warranty,
covenant, condition or obligation under this Agreement or in any certificate delivered in accordance herewith, or operate as a non-compete
obligation against Parent and its Subsidiaries.
(b) The
Confidentiality Agreement, dated November 21, 2023 by and between the Company and Parent (as amended, supplemented or otherwise
modified from time to time, the “Confidentiality Agreement”), shall apply with respect to information furnished under
this Section 5.2 by the Company and its Subsidiaries and their Representatives. Prior to the Closing, each of Parent and
Merger Sub shall not, and shall cause their respective Representatives not to, contact or otherwise communicate with the employees (other
than certain members of the Company’s senior leadership team identified in advance by the Company), customers, suppliers, distributors
of the Company and its Subsidiaries, or, except as required pursuant to Section 5.5, any Governmental Entity, regarding the
business of the Company, this Agreement or the Transactions without the prior written consent of the Company, which consent shall not
be unreasonably withheld, conditioned or delayed.
5.3 No
Solicitation.
(a) Except
as expressly permitted by this Section 5.3, from and after the date hereof, the Company shall, shall cause its Subsidiaries
and its and their directors and officers to, and shall use reasonable best efforts to cause any of its or their other Representatives
to, (x) immediately cease and cause to be terminated any discussions or negotiations with any Third Party and its Representatives
that may be ongoing with respect to any Acquisition Proposal, and (y) request any Third Party who has previously executed a confidentiality
agreement in connection with such Third Party’s consideration of a potential transaction contemplated by the definition of Acquisition
Proposal to promptly return or destroy all confidential information concerning the Company and its Subsidiaries made available to such
Third Party and, in that context, to request customary certifications of such destruction or return from such Third Parties as promptly
as practicable. Except as expressly permitted by this Section 5.3, from and after the date hereof until the earlier of the
Effective Time and the termination of this Agreement in accordance with Article 7, the Company shall not, and shall cause
its Subsidiaries and its and their directors and officers not to, and shall use reasonable best efforts to cause any of its or their
other Representatives not to, directly or indirectly, (i) initiate, solicit, take any action to knowingly facilitate or knowingly
encourage the submission of, any Acquisition Proposal, (ii) engage in any discussions or negotiations with, furnish any confidential
or non-public information relating to the Company or any of its Subsidiaries or afford access to the business, properties, assets, books,
records, work papers and other confidential or non-public documents related to the Company or any of its Subsidiaries to, otherwise cooperate
in any way with, or knowingly assist, knowingly participate in, knowingly facilitate or knowingly encourage any effort by any Third Party
that the Company has knowledge is seeking to make, or has made, an Acquisition Proposal (provided that, the Company may (x) inform
any such Third Party of the existence of the provisions contained in this Section 5.3 and (y) request factual clarifications
from a Third Party making a bona fide written Acquisition Proposal that did not result from a violation of this Section 5.3
(including actions or omissions by Representatives that would be a violation of this Section 5.3 if done by the Company)
for the purpose of the Company Board informing itself about such Acquisition Proposal and the Third Party making it), (iii) grant
any waiver or release under, or otherwise fail to enforce, any standstill or similar agreement with respect to any class of equity securities
of the Company or any of its Subsidiaries (provided, that the Company Board may grant a waiver or release under any such standstill or
similar agreement if the Company Board determines in good faith, after consultation with its outside counsel, that the failure to take
such action would be inconsistent with its fiduciary duties to the stockholders of the Company), (iv) approve any transaction under,
or any Person becoming an “interested stockholder” under, Section 203 of the DGCL, or (v) enter into any agreement
in principle, letter of intent, indication of interest, merger agreement, acquisition agreement, option agreement or other similar agreement
relating to an Acquisition Proposal (other than an Acceptable Confidentiality Agreement).
(b) Except
as expressly permitted by this Section 5.3, from and after the date hereof until the earlier of the Effective Time and the
termination of this Agreement in accordance with Article 7, neither the Company Board nor any committee thereof shall (i) adopt,
approve, endorse or recommend, or publicly propose to adopt, approve, endorse or recommend, any Acquisition Proposal, (ii) withdraw,
change or qualify, in a manner adverse to Parent or Merger Sub, or propose publicly to withdraw, change or qualify, in a manner adverse
to Parent or Merger Sub, the Company Board Recommendation, (iii) publicly make any recommendation in connection with a tender offer
or exchange offer other than a recommendation against such offer or a temporary “stop, look and listen” communication by
the Board of Directors of the type contemplated by Rule 14d-9(f) under the Exchange Act in accordance with Section 5.3(g),
(iv) other than with respect to a tender or exchange offer described in clause (iii), following the date any Acquisition
Proposal or any material modification thereto is publicly announced, fail to issue a press release reaffirming the Company Board Recommendation
within the earlier of three (3) Business Days prior to the Company Meeting and ten (10) Business Days after a request by Parent
to do so (it being understood that Parent may make such request only once for each public announcement), (v) fail to include the
Company Board Recommendation in the Proxy Statement or (vi) resolve or agree to do any of the foregoing (any action set forth in
the foregoing clauses (i) through (v) or (vi) of this sentence (to the extent related to the foregoing
clauses (i) through (v) of this sentence), a “Change of Board Recommendation”).
(c) Notwithstanding
anything to the contrary contained in Section 5.3(a)(i) or (ii), if at any time following the date hereof and
prior to the receipt of the Company Stockholder Approval, the Company receives a bona fide written Acquisition Proposal from a
Third Party that did not result from a violation of this Section 5.3 (including actions or omissions by Representatives that
would be a violation of this Section 5.3 if done by the Company), the Company Board determines in good faith, after consultation
with its financial advisors and outside counsel, based on information then available, that such Acquisition Proposal constitutes or would
reasonably be expected to lead to a Superior Proposal and the Company Board determines in good faith, after consultation with its outside
counsel, that the failure to take such action would be inconsistent with its fiduciary duties to the stockholders of the Company, then
the Company may (i) furnish information with respect to the Company and its Subsidiaries to the Third Party making such Acquisition
Proposal and its Representatives pursuant to one or more Acceptable Confidentiality Agreements and (ii) participate in discussions
or negotiations with the Third Party making such Acquisition Proposal regarding such Acquisition Proposal; provided that (y) prior
to providing information or engaging in discussions or negotiations concerning an Acquisition Proposal, the Company shall notify Parent
in writing of its intention to do so and (z) any non-public information concerning the Company or its Subsidiaries provided or made
available to any Third Party shall, to the extent not previously provided or made available to Parent or Merger Sub, be provided or made
available to Parent or Merger Sub or its Representatives prior to or substantially concurrently with such information being provided
or made available to such Third Party.
(d) From
and after the date hereof, the Company shall promptly notify Parent in the event that the Company or its Representatives receives any
Acquisition Proposal or any indication, orally or in writing, that a Third Party is considering making an Acquisition Proposal (such
notice in any event must be given within twenty-four (24) hours after any director or officer of the Company is made aware of any of
the foregoing). Such notice shall identify the Third Party making such Acquisition Proposal or such indication and the Company shall
provide to Parent a copy of such Acquisition Proposal or such indication (or, where no such copy is available, a reasonable description
of such Acquisition Proposal or such indication). The Company shall keep Parent reasonably informed, on a reasonably current basis, of
the status and details of any such Acquisition Proposal or indication and shall promptly (but in no event later than twenty-four (24)
hours after receipt) provide to Parent copies of all written documentation sent to or provided to the Company or any of its Subsidiaries,
or written summaries of any material oral communications, that in either case sets forth the terms or conditions of any Acquisition Proposal,
including any material amendment to the key terms or conditions of any such Acquisition Proposal.
(e) Notwithstanding
anything to the contrary contained in Section 5.3(b), if the Company receives a bona fide written Acquisition Proposal
from a Third Party that was made after the date hereof that did not result from a violation of this Section 5.3 (including
actions or omissions by Representatives that would be a violation of this Section 5.3 if done by the Company), the Company
Board determines in good faith, after consultation with its financial advisors and outside counsel, that such Acquisition Proposal constitutes
a Superior Proposal and the Company Board determines in good faith, after consultation with its outside counsel, that the failure to
take such action would be inconsistent with its fiduciary duties to the stockholders of the Company, the Company Board may at any time
prior to the receipt of the Company Stockholder Approval, effect a Change of Board Recommendation with respect to such Superior Proposal
and/or terminate this Agreement pursuant to Section 7.1(f), in either case subject to the requirements of this Section 5.3(e).
Notwithstanding the foregoing, the Company shall not be entitled to effect a Change of Board Recommendation pursuant to this Section 5.3(e) or
terminate this Agreement pursuant to Section 7.1(f) unless:
(i) the
Company shall have provided to Parent at least four (4) Business Days’ prior written notice (the “Notice Period”)
of the Company’s intention to take such action, which notice shall specify the material terms and conditions of such Acquisition
Proposal, and shall have provided to Parent a copy of the available proposed transaction agreement to be entered into in respect of such
Acquisition Proposal;
(ii) during
the Notice Period, if requested by Parent, the Company shall have, and shall have caused its Representatives to have, engaged in good
faith negotiations with Parent regarding any amendment to this Agreement proposed in writing by Parent and intended to cause the relevant
Acquisition Proposal to no longer constitute a Superior Proposal; and
(iii) the
Company Board shall have considered in good faith any adjustments and/or proposed amendments to this Agreement (including a change to
the price terms hereof) and the other agreements contemplated hereby that may be irrevocably offered in writing by Parent (the “Proposed
Changed Terms”) no later than 11:59 a.m., New York City time, on the last day of the Notice Period and shall have determined
in good faith, after consultation with its financial advisors and outside counsel that the Superior Proposal would continue to constitute
a Superior Proposal even if such Proposed Changed Terms were to be given effect and that the failure to take such action would continue
to be inconsistent with its fiduciary duties to the stockholders of the Company.
In the event of any amendment
to the financial terms or other material terms of such Superior Proposal offered by the Third Party making such Superior Proposal, the
Company shall be required to deliver a new written notice to Parent and to again comply with the requirements of this Section 5.3(e) with
respect to such new written notice, except that the Notice Period shall be the longer of the remaining time of the prior Notice Period
and two (2) Business Days with respect to any such revised Superior Proposal.
(f) Notwithstanding
anything to the contrary contained in Section 5.3(b), the Company Board may at any time prior to the receipt of the Company
Stockholder Approval effect a Change of Board Recommendation if (y) the Company Board determines that an Intervening Event has occurred
and is continuing and (z) the Company Board determines in good faith, after consultation with outside counsel, that the failure
to effect a Change of Board Recommendation in response to such Intervening Event would be inconsistent with its fiduciary duties to the
stockholders of the Company. Notwithstanding the foregoing, the Company shall not be entitled to effect a Change of Board Recommendation
unless:
(i) the
Company shall have provided to Parent at least four (4) Business Days’ prior written notice of the Company’s intention
to take such action, which notice shall advise Parent of the material information and facts relating to such Intervening Event, and state
that the Company Board intends to make a Change of Board Recommendation, together with a reasonably detailed description of the reasons
for making a Change of Board Recommendation;
(ii) (A) during
such four (4) Business Day period the Company shall have, and shall have caused its Representatives to have, negotiated in good
faith with Parent to the extent Parent wishes to negotiate to make such adjustments to the terms and conditions of this Agreement as
would enable the Company Board to proceed with the Company Board Recommendation and (B) at the end of such four (4) Business
Day period, the Company Board shall have determined, in consultation with outside legal counsel and its independent financial advisor,
and giving due consideration to such revisions proposed by Parent, that the failure to effect a Change of Board Recommendation in response
to such Intervening Event would continue to be inconsistent with its fiduciary duties to the stockholders of the Company (it being understood
and agreed that any material change to the facts and circumstances relating to such Intervening Event shall require a new written notification
from the Company; provided that for the purposes of any such new notification the reference to “four (4) Business Days”
in Section 5.3(f)(i) shall be deemed to be “two (2) Business Days”).
(g) Nothing
contained in this Section 5.3 shall prohibit the Company Board from (i) disclosing to the stockholders of the Company
a position contemplated by Rule 14e-2(a), Rule 14d-9 and Item 1012(a) of Regulation M-A promulgated under the Exchange
Act so long as any action taken or statement made to so comply is consistent with this Section 5.3, or (ii) making any
disclosure to the stockholders of the Company if the Company Board determines in good faith, after consultation with outside counsel,
that the failure to make such disclosure would be inconsistent with its fiduciary duties to the stockholders of the Company or violate
applicable Law; provided that any such action taken, statement made or disclosure in clauses (i) or (ii) that relates
to an Acquisition Proposal shall be deemed to be a Change of Board Recommendation unless the Company Board expressly reaffirms the Company
Board Recommendation in such statement or in connection with such action. Notwithstanding anything herein to the contrary, the issuance
by the Company or the Company Board of a “stop, look and listen” statement pending disclosure of its position, as contemplated
by Rules 14d-9(f) promulgated under the Exchange Act, shall not constitute a Change of Board Recommendation.
(h) For
purposes of this Agreement:
(i) “Acquisition
Proposal” means any bona fide proposal, whether or not in writing, for the (A) direct or indirect acquisition or purchase
of a business or assets that constitutes twenty percent (20%) or more of the net revenues, net income or the assets (based on the fair
market value thereof) of the Company and its Subsidiaries, taken as a whole, (B) direct or indirect acquisition or purchase of twenty
percent (20%) or more of any class of equity securities or capital stock of the Company or any of its Subsidiaries whose business constitutes
twenty percent (20%) or more of the net revenues, net income or assets of the Company and its Subsidiaries, taken as a whole, or (C) merger,
consolidation, restructuring, transfer of assets or other business combination, sale of shares of capital stock, tender offer, exchange
offer, recapitalization, stock repurchase program or other similar transaction that if consummated would result in any Person or Persons
beneficially owning twenty percent (20%) or more of any class of equity securities of the Company or any of its Subsidiaries whose business
constitutes twenty percent (20%) or more of the net revenues, net income or assets of the Company and its Subsidiaries, taken as a whole,
or (D) any combination of the foregoing (in each case other than the Merger).
(ii) “Intervening
Event” means any event, change, effect, development, state of facts, condition or occurrence that is material to the Company
and its Subsidiaries, taken as a whole, that was not known to, or reasonably foreseeable by, the Company Board as of or prior to the
date of this Agreement, and that became known to the Company Board after the date hereof; provided, that in no event shall the
receipt, existence or terms of any Acquisition Proposal or any inquiry, offer, request or proposal that would reasonably be expected
to lead to an Acquisition Proposal constitute an Intervening Event.
(iii) “Superior
Proposal” means a bona fide written Acquisition Proposal (with references in the definition thereof to “twenty
percent (20%) or more” being deemed to be replaced with references to “fifty percent (50%) or more”) that the Company
Board determines in good faith, after consultation with its financial advisors and outside counsel, taking into account such factors
as the Company Board considers in good faith to be appropriate (including the conditionality, timing, financing and likelihood of consummation
of such proposals), is more favorable from a financial point of view to the Company’s stockholders than the Merger.
5.4 SEC
Filings; Other Actions
(a) As
promptly as reasonably practicable (and in no event later than twenty (20) Business Days) after the execution of this Agreement, the
Company shall prepare and file a preliminary version of the Proxy Statement with the SEC, which shall, subject to Section 5.3,
include the Company Board Recommendation. Parent and Merger Sub, and their counsel, shall be given a reasonable opportunity to review
and comment on the Proxy Statement before it is filed with the SEC, and the Company shall give due consideration to any reasonable additions,
deletions or changes suggested thereto by Parent and Merger Sub or their counsel. The Company shall use all reasonable best efforts to
respond as promptly as practicable to comments by the SEC staff in respect of the Proxy Statement and to have the Proxy Statement cleared
by the SEC and its staff under the Exchange Act as promptly as practicable after such initial filing. The Company shall provide Parent
and its counsel with copies of any written comments, and shall provide them a summary of any oral comments, that the Company or its counsel
receive from the SEC or its staff with respect to the Proxy Statement as promptly as practicable after receipt of such comments, and
any written or oral responses thereto. Parent and its counsel shall be given a reasonable opportunity to review and comment on any such
responses and the Company shall give due consideration to the reasonable additions, deletions or changes suggested thereto by Parent
and its counsel, including by participating with the Company or its counsel in any material discussions or meetings with the SEC. Parent
and Merger Sub shall furnish all information that is customarily included in a proxy statement prepared in connection with transactions
of the type contemplated by this Agreement concerning themselves and their affiliates as promptly as practicable after the date hereof.
(b) The
Company shall cause the definitive Proxy Statement to be filed with the SEC and mailed to the Company’s stockholders as promptly
as reasonably practicable after the preliminary Proxy Statement has been filed with the SEC pursuant to Section 5.4(a) and
either the SEC has indicated that it does not intend to review such Proxy Statement or the SEC has indicated that its review of such
Proxy Statement has been completed and, accordingly, the SEC staff advises that it has no further comments to such Proxy Statement.
(c) The
Company shall use its reasonable best efforts to cause the Proxy Statement at the date that it (and any amendment or supplement thereto)
is first published, sent, or given to the stockholders of the Company and at the time of the Company Meeting, to (i) comply as to
form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder and
(ii) not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements
made therein, in the light of the circumstances under which they were made, not misleading.
(d) The
Company shall, as soon as reasonably practicable following the date of this Agreement, establish a record date (and commence a broker
search pursuant to Section 14a-13 of the Exchange Act in connection therewith) for and, subject to the other provisions of this
Agreement, as promptly as reasonably practical after the filing of the definitive Proxy Statement with the SEC, take all action necessary
in accordance with the DGCL, the Company Charter, and the Company Bylaws to duly call, give notice of, convene and hold a meeting of
its stockholders for the purpose of obtaining the Company Stockholder Approval (the “Company Meeting”), which shall
be scheduled for a date that is not later than thirty (30) Business Days following the date on which the definitive version of the Proxy
Statement is first mailed to the Company’s stockholders. The Company shall not submit any proposals for approval at the Company
Meeting without the prior written consent of Parent, other than the proposal to seek the Company Stockholder Approval, a “say-on-pay”
proposal to approve, on a non-binding, advisory basis, the compensation of the Company’s named executive officers, and a proposal
to adjourn the Company Meeting to a later date or dates if necessary to solicit additional proxies if there are insufficient votes to
adopt this Agreement at the Company Meeting. Subject to a Change of Board Recommendation in accordance with Section 5.3,
the Company shall include the Company Board Recommendation in the Proxy Statement and use all reasonable best efforts to solicit from
its stockholders proxies in favor of the adoption of this Agreement (including by postponing or adjourning the Company Meeting to allow
additional solicitation of proxies in order to obtain the Company Stockholder Approval if necessary). Once the Company Meeting has been
scheduled by the Company, the Company shall not adjourn, postpone, reschedule or recess the Company Meeting without the prior written
consent of Parent (not to be unreasonably withheld, conditioned or delayed); provided that, the Company may, and shall at Parent’s
request, postpone or adjourn the Company Meeting from time to time (i) if a quorum has not been established, (ii) to allow
reasonable additional time for the filing and mailing of any supplemental or amended disclosure which the Company Board has determined
in good faith after consultation with outside legal counsel is necessary under applicable Law and for such supplemental or amended disclosure
to be disseminated and reviewed by the Company’s stockholders prior to the Company Meeting, (iii) to allow reasonable additional
time to solicit additional proxies if necessary in order to obtain the Company Stockholder Approval or (iv) if required by applicable
Law; provided, however, that the Company meeting shall not be postponed or adjourned as a result of clause (i) or
clause (iii) above for a period of more than twenty (20) Business Days in the aggregate without the prior written consent
of Parent. The Company agrees that, unless this Agreement is terminated pursuant to Section 7.1, its obligations pursuant
to this Section 5.4 shall not be affected by the commencement, public proposal, public disclosure or communication to the
Company or any other Person of any Acquisition Proposal or Change of Board Recommendation. The Company shall provide updates to Parent
with respect to the proxy solicitation for the Company Meeting (including interim results) as reasonably requested by Parent.
5.5 Reasonable
Best Efforts.
(a) Subject
to the terms and conditions of this Agreement, the Company and Parent shall use their reasonable best efforts to take, or cause to be
taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Law to consummate the Transactions,
including using such reasonable best efforts in connection with (i) preparing and filing as promptly as practicable with any Governmental
Entity or other Third Party all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions
of information, applications and other documents and (ii) obtaining and maintaining all approvals, consents, registrations, permits,
authorizations and other confirmations required to be obtained from any Governmental Entity or other Third Party that are necessary,
proper or advisable to consummate the Transactions.
(b) In
furtherance and not in limitation of the foregoing, each of Parent and the Company shall make or cause to be made (i) an appropriate
filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby as promptly
as practicable and in any event within ten (10) Business Days after the date hereof and (ii) any required or advisable filings
under any Competition Laws of any non-U.S. jurisdictions or under any foreign investment Laws with respect to the transactions contemplated
hereby as promptly as practicable after the date hereof. Each of Parent and the Company shall respond as promptly as practicable to any
inquiries received from any Governmental Entity for additional information and documentary material that may be requested pursuant to
the HSR Act and to use their reasonable best efforts to take all other actions necessary to cause the expiration or termination of the
applicable waiting periods under the HSR Act as soon as practicable. Each party hereto shall, subject to Section 5.5(d),
(i) notify the other parties of any substantive communication to that party from any Governmental Entity, and, subject to applicable
Law, permit the other parties to review and discuss in advance, and consider in good faith the views of the other party in connection
with, any proposed written communication to any Governmental Entity, (ii) promptly furnish the other parties with copies of all
correspondence, filings and written communications between it and its Representatives, on the one hand, and such Governmental Entity,
on the other hand, with respect to this Agreement and the Transactions, (iii) not agree to participate in any substantive meeting
or discussion with any Governmental Entity in respect of any filings, investigation or inquiry concerning any competition or antitrust
matters in connection with this Agreement or the Transactions unless it consults with the other parties in advance and, to the extent
permitted by such Governmental Entity, gives the other parties the opportunity to attend and participate thereat and (iv) furnish
the other parties with copies of all correspondence, filings, and communications (and memoranda setting forth the substance thereof)
between them and their affiliates and their respective Representatives on the one hand, and any Governmental Entity or members or their
respective staffs on the other hand, with respect to any competition or antitrust matters in connection with this Agreement. Any materials
exchanged in connection with this Section 5.5 may be redacted or withheld as necessary to address reasonable privilege or
confidentiality concerns, and to remove references concerning valuation or other competitively sensitive material, and the parties may,
as they deem advisable and necessary, designate any materials provided to the other under this Section 5.5 as “outside
counsel only.”
(c) Without
limiting this Section 5.5, but subject to the remainder of this Section 5.5(c), Parent and the Company shall
take, or cause to be taken, any and all steps and to make, or cause to be made, any and all undertakings necessary to resolve, avoid
or eliminate each and every impediment under any applicable Competition Law that may be asserted by any Governmental Entity with respect
to the Merger so as to enable the Closing to occur as promptly as practicable (and in any event, no later than the Extended Outside Date),
including using their reasonable best efforts to lift or rescind any injunction or restraining order or other order of any Governmental
Entity prohibiting the parties from consummating the Transactions in accordance with the terms of this Agreement, including reasonably
pursuing administrative and judicial appeal up to the Outside Date; provided, however, that nothing in this Section 5.5
or anything else in this Agreement shall require Parent or any of its Subsidiaries to (and neither the Company nor any of its Subsidiaries
shall, or shall offer or agree to, do any of the following without Parent’s prior written consent): (i) (A) sell, divest
or discontinue any portion of the assets, liabilities, activities, businesses or operations of Parent or its Subsidiaries or the Company
or its Subsidiaries, or (B) accept any other remedy with respect to any assets, liabilities, activities, businesses or operations
of Parent or any of its Subsidiaries or the Company or any of its Subsidiaries, if in the case of clauses (A) and (B),
the cumulative effect of any such divestitures and remedies would adversely impact projected EBITDA for the first year after Closing
from Parent’s or any of its Subsidiaries’ (including at or after the Closing, the Company’s and any of its Retained
Subsidiaries’) operations as set forth in Section 5.5(c) of the Company Disclosure Schedule by more than $25,000,000
annually; or (ii) require Parent or any of its Subsidiaries (including at or after the Closing, the Company and any of its Retained
Subsidiaries) to provide prior notice to, or to obtain prior approval from any Governmental Entity unless such requirement to provide
prior notice to, or to obtain prior approval from, any Governmental Entity would be immaterial to Parent and its Subsidiaries (including,
at or after the Closing, the Company and its Retained Subsidiaries), taken as a whole (any of the actions described in the preceding
clauses (i) and (ii), a “Burdensome Condition”). Notwithstanding the foregoing, at the written
request of Parent, the Company shall, and shall cause its Subsidiaries to, agree to take any action that would constitute a Burdensome
Condition so long as, in the case of actions described in clause (i) of the definition of Burdensome Condition, such action
is conditioned upon the occurrence of the Closing.
(d) Parent
shall, upon consultation with the Company and in consideration of the Company’s views in good faith, be entitled to direct the
defense of this Agreement and the Transactions before any Governmental Entity and to take the lead in the scheduling of, and strategic
planning for, any meetings with, and the conducting of negotiations with, Governmental Entities, in each case, with respect to (i) the
expiration or termination of any applicable waiting period relating to the Merger under the HSR Act or (ii) obtaining any consent,
approval, waiver, clearance, authorization or permission from a Governmental Entity. The parties hereto acknowledge and agree that the
obligations of Parent hereunder shall not include any requirement of Parent to defend any proceeding challenging this Agreement or the
consummation of the Transactions beyond the applicable Outside Date.
(e) Neither
Parent nor Merger Sub shall acquire or agree to acquire (by merging or consolidating with, or by purchasing a substantial portion of
the assets of or equity in, or by any other manner), any Person (or portion thereof) who operates in the Medical Waste Disposal industry,
or otherwise acquire or agree to acquire any assets that are used in the Medical Waste Disposal industry, if the entering into a definitive
agreement relating to, or the consummation of, such acquisition, merger or consolidation would reasonably be expected to (i) impose
any material delay in the obtaining of, or materially increase the risk of not obtaining, any permits, orders or other approvals of any
Governmental Entity necessary to consummate the Merger or the expiration or termination of any applicable waiting period, (ii) materially
increase the risk of any Governmental Entity seeking an Order prohibiting the consummation of the Merger, (iii) materially increase
the risk of not being able to remove any such Order on appeal or otherwise, or (iv) delay or prevent the consummation of the Merger.
5.6 Certain
Notices and Acknowledgements. From and after the date of this Agreement until the earlier of the Effective Time or the termination
of this Agreement in accordance with Article 7, unless prohibited by applicable Law, each party shall give prompt notice
to the other parties if any of the following occur: (a) receipt of any notice or other communication in writing from any Person
alleging that the consent or approval of such Person is or may be required in connection with the Transactions; (b) receipt of any
notice or other communication from any Governmental Entity or NASDAQ (or any other securities market) in connection with the Transactions
(other than such communications contemplated in Section 5.5, which shall be governed by such Section); (c) any Proceedings
are commenced or, to such party’s knowledge (or, in the case of the Company or its Subsidiaries, to the Knowledge of the Company),
threatened against, relating to or involving or otherwise affecting the Company or any of its Subsidiaries or Parent and any of its Subsidiaries,
as the case may be, that relate to the consummation of the Transactions; or (d) such party becoming aware of any fact, event or
circumstance, that could reasonably be expected to cause any condition to the Merger set forth in Article 6 not to be satisfied
on or prior to the Outside Date. The delivery of any such notice pursuant to this Section 5.6 shall not limit or otherwise
affect the remedies available under this Agreement to the party receiving such notice and any failure to deliver such notice (in and
of itself) shall not be taken into account in determining whether the conditions set forth in Article 6 have been satisfied
or give rise to any termination set forth in Article 7. Parent acknowledges and agrees, and shall cause any successor in
interest thereto to acknowledge and agree, (i) to be bound by, and continue to comply with, the obligations described in the DPA
applicable to the Company and its Subsidiaries and any acquiror or successor thereof, including pursuant to paragraph 23 of the DPA and
(ii) that the DOJ’s ability to determine a breach under the DPA is applicable and is in full force and effect.
5.7 Public
Announcements. The initial press release issued by Parent and the Company with respect to the execution of this Agreement shall be
reasonably agreed upon by Parent and the Company. Thereafter, so long as this Agreement is in effect, Parent and Merger Sub, on the one
hand, and the Company, on the other, shall not issue any press release, make any public statement or have any communication with the
press (whether or not for attribution) with respect to the Merger or this Agreement without the prior written consent of the other party
(which consent shall not be unreasonably withheld, conditioned or delayed), except as may be required by applicable Law or the rules or
regulations of any applicable United States securities exchange or regulatory or governmental body to which the relevant party is subject,
in which case the party required to make the release or announcement shall use its commercially reasonable efforts to allow each other
party reasonable time to comment on such release or announcement in advance of such issuance and shall give due consideration to all
reasonable comments suggested thereto. Notwithstanding the foregoing, the restrictions set forth in this Section 5.7 shall
not apply to any public release or public announcement (x) made or proposed to be made by the Company in connection with an Acquisition
Proposal, a Superior Proposal, a Change of Board Recommendation or an Intervening Event or any action taken pursuant thereto, in each
case, that does not violate Section 5.3 or (y) in connection with any dispute between the parties regarding this Agreement
or the Transactions. The press release announcing the execution and delivery of this Agreement shall not be issued prior to the approval
of each of the Company and Parent. The Company shall file one or more current reports on Form 8-K with the SEC attaching the
announcement press release and a copy of this Agreement as exhibits.
5.8 Employee
Benefit Matters
(a) During
the period commencing at the Closing Date and ending on the date that is twelve (12) months following the Closing Date, Parent shall
provide or cause the Parent Subsidiaries, including the Surviving Corporation, to provide to each employee of the Company and its Subsidiaries
immediately prior to the Effective Time who as of the Closing, continue their employment with Parent, the Surviving Corporation or any
Subsidiaries or affiliates thereof (each a “Continuing Employee”), during any period of such Continuing Employee’s
employment with the Surviving Corporation following the Closing, (i) annual base salary or hourly wage rate, as applicable, that
is not less than such annual base salary or hourly wage rate, as applicable, provided to such Continuing Employee immediately prior to
the Effective Time, (ii) a target annual and quarterly cash bonus and incentive commission opportunity that is not less than the
target annual and quarterly cash bonus and incentive commission opportunity provided to such Continuing Employee immediately prior to
the Effective Time, (iii) long-term incentive compensation opportunities that are no less favorable than the long-term incentive
compensation opportunities provided to such Continuing Employees immediately prior to the Effective Time, and (iv) other benefits
that are no less favorable, in the aggregate, than such other benefits provided to similarly situated employees of Parent.
(b) The
Company, or one of its affiliates shall pay each Service Provider who is eligible as of immediately prior to the Effective Time for a
bonus under the annual incentive bonus program applicable to such Service Provider (the “Annual Bonus Program”), a
pro-rated bonus for the calendar year in which the Closing Date occurs (to the extent such bonus is not otherwise paid prior to the Effective
Time), based on the number of days of such calendar year which have lapsed prior to and including the Closing Date, as determined in
accordance with the terms of the applicable plan in good faith by the Company Board (or the Compensation Committee of the Company Board)
based on the greater of target and actual performance levels as of the Effective Time (or a date reasonably proximate thereto), and measured
on a pro-rated basis as determined by the Company Board (or the Compensation Committee of the Company Board). Following the Closing Date,
Continuing Employees shall be eligible for a pro-rata bonus for the remainder of the calendar year in which the Closing Date occurs under
an annual incentive bonus program no less favorable than the Annual Bonus Program, subject to the terms and conditions of such annual
incentive bonus program and any compensation guarantees set forth in Section 5.8(a) above. The Company and Parent shall
use commercially reasonable efforts to agree upon a mechanism for communicating the bonus amounts that shall be paid pursuant to this
Section 5.8(b) and the timing of such payments.
(c) Without
limiting the generality of Section 5.8(a), from and after the Effective Time, Parent shall, or shall cause the Parent Subsidiaries,
including the Surviving Corporation, to, assume, honor and continue until all obligations thereunder have been satisfied, all of the
Company’s employment and retention plans, policies, programs, agreements and arrangements, in each case, as in effect at the Effective
Time, including with respect to any payments, benefits or rights arising as a result of the Transactions (either alone or in combination
with any other event), without any amendment or modification, other than any amendment or modification required to comply with applicable
Law or as consented to by the parties thereto. In addition, without limiting the generality of Section 5.8(a), from and after
the Effective Time and during the period ending on the date that is twelve (12) months following the Closing Date or, if sooner, until
all obligations thereunder have been satisfied, Parent shall, or shall cause the Parent Subsidiaries, including the Surviving Corporation,
to provide severance or termination benefits for each Continuing Employee equal to the greater of (i) the Company’s severance
and termination plans, policies, programs, agreements and arrangements, in each case, as in effect at the Effective Time, including with
respect to any payments, benefits or rights arising as a result of the Transactions (either alone or in combination with any other event),
without any amendment or modification, other than any amendment or modification required to comply with applicable Law or as consented
to by the parties thereto or (ii) Parent’s applicable severance, retention and termination plans, policies, programs, agreements
and arrangements for similarly situated employees of Parent.
(d) With
respect to benefit plans maintained by Parent or any of the Parent Subsidiaries, including the Surviving Corporation (including any vacation,
paid time-off and severance plans), for all purposes, including determining eligibility to participate, level of benefits, vesting and
benefit accruals, each Continuing Employee’s service with the Company or any of its Subsidiaries, as reflected in the Company’s
records, shall be treated as service with Parent or any of the Parent Subsidiaries, including the Surviving Corporation; provided
that such service need not be recognized to the extent that such recognition would result in any duplication of benefits.
(e) Parent
shall, or shall cause the Parent Subsidiaries (including the Surviving Corporation) to, waive, or cause to be waived, any pre-existing
condition limitations, exclusions, evidence of insurability, actively-at-work requirements and waiting periods under any welfare benefit
plan maintained by Parent or any of the Parent Subsidiaries in which Continuing Employees (and their eligible dependents) will be eligible
to participate from and after the Effective Time, except to the extent that such pre-existing condition limitations, exclusions, actively-at-work
requirements and waiting periods would not have been satisfied or waived under the comparable Company Benefit Plan immediately prior
to the Effective Time. Parent shall, or shall cause the Parent Subsidiaries, including the Surviving Corporation, to recognize, or cause
to be recognized, the dollar amount of all co-payments, deductibles and similar expenses incurred by each Continuing Employee (and his
or her eligible dependents) during the calendar year in which the Effective Time occurs for purposes of satisfying such year’s
deductible and co-payment limitations under the relevant welfare benefit plans in which such Continuing Employee (and dependents) will
be eligible to participate from and after the Effective Time.
(f) Parent
acknowledges and agrees that the consummation of the Closing shall constitute a change in control (or term of similar import) of the
Company for purposes of the Company Benefit Plans and any awards thereunder. Without limiting the generality of the foregoing, Parent
shall, and shall cause the Company and its Subsidiaries to, honor the Company’s retention program providing for retention payments
to certain individuals set forth on Section 5.8(f) of the Company Disclosure Schedule in connection with the provision
of services relating to the Merger to such individuals and on the terms as set forth on Section 5.8(f) of the Company
Disclosure Schedule (the “Retention Program”). Following the Effective Time, Parent, the Surviving Corporation or
one of the Parent Subsidiaries shall pay or cause to be paid such retention payments pursuant to the terms of the Retention Program.
(g) If
requested by Parent in writing at least thirty (30) days prior to the Effective Time, subject to the terms of any such Company Benefit
Plan and applicable Law, the Company shall (i) terminate any Company Benefit Plan qualified under Section 401(a) of the
Code and containing a Code Section 401(k) cash or deferred arrangement (a “Company 401(k) Plan”), (ii) fully
vest each employee in their account balance in such Company 401(k) Plan, and (iii) make or cause to be made to the Company
401(k) Plan, all employer contributions that would have been made on behalf of the employees had the transaction contemplated by
this Agreement not occurred, regardless of any service or end-of-year employment requirements, but prorated for the portion of the plan
year that ends on the Closing Date, in each case, effective at least one day prior to the Closing Date (the “ERISA Effective
Date”). Prior to the ERISA Effective Date, the Company shall provide Parent with unexecuted resolutions of its or, as applicable,
its Subsidiary’s board of directors authorizing such termination and amending any such Company 401(k) Plan commensurate with
its termination to the extent necessary to comply with applicable Law for Parent’s review and comment, and shall provide Parent
with duly executed versions of such documentation no later than the ERISA Effective Date. The Company shall also use commercially reasonable
efforts to take and/or cause its Subsidiaries to take such other actions in furtherance of the termination of each Company 401(k) Plan
as Parent may reasonably require, including such actions as Parent may require prior to the Effective Time to support Parent obtaining
a determination letter with respect to the termination of each Company 401(k) Plan following the ERISA Effective Date. If the Company
401(k) Plan is terminated pursuant to this Section 5.8(g), then on the Closing Date (such that there is no gap in 401(k) plan
participation), Parent shall permit all Continuing Employees who were eligible to participate in the Company 401(k) Plan immediately
prior to the ERISA Effective Date to participate in Parent’s 401(k) plan immediately as of the Closing Date and shall permit
each such Continuing Employee to elect to transfer his or her account balance when distributed from the terminated Company 401(k) Plan,
including any outstanding participant loans, to Parent’s 401(k) plan.
(h) Notwithstanding
anything in this Agreement to the contrary, with respect to any Continuing Employees who are covered by a Labor Contract, Parent’s
obligations under this Section 5.8 shall be in addition to, and not in contravention of, any obligations under the applicable
Labor Contract or applicable Law. Prior to the Closing Date, if and to the extent required by applicable Law, the Company shall provide
notice of the transactions contemplated by this Agreement to the unions identified in Section 3.12(b) of the Company
Disclosure Schedule, and shall comply with the terms of the respective Labor Contracts and all applicable Laws in connection therewith.
At all times following the Closing Date, Parent shall, or shall cause the Parent Subsidiaries, including the Surviving Corporation, to,
comply with the terms and conditions of all applicable Labor Contracts, as may be amended from time to time.
(i) Without
limiting the generality of Section 8.10, the provisions of this Section 5.8 are solely for the benefit of the
parties to this Agreement, and no Continuing Employee (including any beneficiary or dependent thereof) shall be regarded for any purpose
as a third-party beneficiary of this Agreement, and no provision of this Section 5.8 shall create such rights in any such
individuals. Nothing contained in this Agreement shall: (i) guarantee employment for any period of time or preclude the ability
of Parent, the Surviving Corporation or their respective affiliates to terminate the employment of any Continuing Employee at any time
and for any reason; (ii) require Parent, the Surviving Corporation or any of their respective affiliates to continue any Company
Benefit Plan or other employee benefit plans, programs or Contracts or prevent the amendment, modification or termination thereof following
the Closing; or (iii) amend any Company Benefit Plans or other employee benefit plans, programs or Contracts.
5.9 Indemnification.
(a) From
and after the Effective Time, Parent shall cause the Surviving Corporation to, and the Surviving Corporation shall, indemnify, defend
and hold harmless, and shall advance expenses as incurred, to the fullest extent permitted under (i) applicable Law, (ii) the
Company Charter, the Company Bylaws or similar organizational documents in effect as of the date of this Agreement and (iii) any
Contract of the Company or its Subsidiaries in effect as of the date of this Agreement (each, an “Indemnification Agreement”),
each present and former director and officer of the Company and its Subsidiaries (in each case, when acting in such capacity) (each,
an “Indemnitee” and, collectively, the “Indemnitees”) against any costs or expenses (including
reasonable attorneys’ fees), judgments, settlements, fines, losses, claims, damages or liabilities incurred in connection with
any Proceeding or investigation, whether civil, criminal, administrative or investigative, whenever asserted, arising out of or pertaining
to matters existing or occurring at or prior to the Effective Time, including in connection with this Agreement or the Transactions.
(b) Parent
agrees that all rights to exculpation, indemnification and advancement of expenses arising from, relating to, or otherwise in respect
of, acts or omissions occurring at or prior to the Effective Time (including in connection with this Agreement or the Transactions) existing
as of the Effective Time in favor of the current or former directors or officers of the Company or any of its Subsidiaries as provided
in its certificates of incorporation, bylaws or other organizational documents shall survive the Merger and shall continue in full force
and effect in accordance with their terms. For a period of six (6) years from the Effective Time, Parent shall cause the Surviving
Corporation to, and the Surviving Corporation shall, maintain in effect the exculpation, indemnification and advancement of expenses
provisions of the applicable party’s certificate of incorporation and bylaws or similar organizational documents in effect as of
the date of this Agreement or in any Indemnification Agreement, and shall not amend, repeal or otherwise modify any such provisions in
any manner that would adversely affect the rights thereunder of any individuals who immediately before the Effective Time were current
or former directors or officers of the Company or its Subsidiaries; provided that all rights to exculpation, indemnification and
advancement of expenses in respect of any Proceeding pending or asserted or any claim made within such period shall continue until the
final disposition of such Proceeding.
(c) Prior
to the Effective Time, the Company shall or, if the Company is unable to, Parent shall cause the Surviving Corporation as of the Effective
Time to, obtain and fully pay the premium for the non-cancellable extension of the directors’ and officers’ liability coverage
of the Company’s existing directors’ and officers’ insurance policies and the Company’s existing fiduciary liability
insurance policies (collectively, “D&O Insurance”), in each case for a claims reporting or discovery period of
at least six (6) years from and after the Effective Time with respect to any claim related to any period of time at or prior to
the Effective Time with terms, conditions, retentions and limits of liability that are no less favorable than the coverage provided under
the Company’s existing policies with respect to any actual or alleged error, misstatement, misleading statement, act, omission,
neglect, breach of duty or any matter claimed against a director or officer of the Company or any of its Subsidiaries by reason of him
or her serving in such capacity that existed or occurred at or prior to the Effective Time (including in connection with this Agreement
or the transactions or actions contemplated hereby); provided that the Company shall give Parent a reasonable opportunity to participate
in the selection of such tail policy and the Company shall give reasonable and good faith consideration to any comments made by Parent
with respect thereto; provided further that the cost of any such tail policy shall not exceed 300% of the aggregate annual premium
paid by the Company in respect of the D&O Insurance (which amount is set forth in Section 5.9(c) of the Company
Disclosure Schedule).
(d) In
the event that either Parent or the Surviving Corporation or any of its successors or assigns (i) consolidates with or merges into
any other person and is not the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers
or conveys all or substantially all of its properties and assets to any person, then, and in each case, Parent shall, and shall cause
the Surviving Corporation to, cause proper provision to be made so that such successor or assign shall expressly assume the obligations
set forth in this Section 5.9.
(e) The
provisions of this Section 5.9 are (i) intended to be for the benefit of, and shall be enforceable by, each Indemnitee
and his or her heirs and his or her representatives and (ii) in addition to, and not in substitution for, any other rights to indemnification
or contribution that any such individual may have under the Company Charter, the Company Bylaws or similar organizational documents in
effect as of the date of this Agreement or in any Contract of the Company in effect as of the date of this Agreement. The obligations
of Parent under this Section 5.9 shall not be terminated or modified in such a manner as to adversely affect the rights of
any Indemnitee to whom this Section 5.9 applies unless the affected Indemnitee shall have consented in writing to such termination
or modification (it being expressly agreed that the Indemnitees to whom this Section 5.9 applies shall be third party beneficiaries
of this Section 5.9).
(f) Nothing
in this Agreement is intended to, shall be construed to or shall release, waive or impair any rights to directors’ and officers’
insurance claims under any policy that is or has been in existence with respect to the Company or any of its Subsidiaries for any of
their respective directors, officers or employees, it being understood and agreed that the indemnification or advancement of expenses
provided for in this Section 5.9 is not prior to or in substitution for any such claims under such policies.
5.10 Parent
Agreements Concerning Merger Sub. During the period from the date of this Agreement and the earlier of the Effective Time and the
valid termination of this Agreement in accordance with Article 7, Merger Sub shall not engage in any activity of any nature
except for activities contemplated by, related to or in furtherance of the Transactions (including enforcement of its rights under this
Agreement) or as provided in or contemplated by this Agreement. Parent shall take all action necessary to cause Merger Sub to perform
its covenants, agreements, obligations and undertakings under this Agreement in accordance with the terms of this Agreement and to consummate
the Merger upon the terms and subject to the conditions set forth herein. For the avoidance of doubt, any violation of the obligations
of Merger Sub under this Agreement shall also be deemed to be a breach of this Agreement by Parent.
5.11 Takeover
Statutes. If any state takeover Law or state Law that purports to limit or restrict business combinations or the ability to acquire
or vote Shares (including any “control share acquisition,” “fair price,” “business combination” or
other similar takeover Law) becomes or is deemed to be applicable to the Company, Parent or Merger Sub, the Merger or any other Transactions,
then the Company and the Company Board shall use reasonable best efforts to take all action reasonably necessary so that the Transactions
may be consummated as promptly as practicable on the terms contemplated herein and otherwise to take all such other actions as are reasonably
necessary to eliminate or minimize the effects of any such statute or regulation on the transactions contemplated hereby.
5.12 Section 16
Matters. Prior to the Effective Time, the Company and Parent shall take all such steps as may be reasonably necessary to cause any
dispositions of Shares (including derivative securities with respect to Shares) resulting from the Transactions by each individual who
is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company, to be exempt under
Rule 16b-3 promulgated under the Exchange Act.
5.13 Stockholder
Litigation. The Company shall give Parent reasonable opportunity to participate in the defense or settlement of any stockholder litigation
against the Company and/or its directors and officers relating to the Transactions, including the Merger, and no such settlement shall
be agreed to without the prior written consent of Parent, which consent shall not be unreasonably withheld, conditioned or delayed. The
Company shall promptly notify Parent of any such litigation and shall keep Parent reasonably and promptly informed with respect to the
status thereof.
5.14 Stock
Exchange Delisting. Prior to the Effective Time, the Company shall cooperate with Parent and use its reasonable best efforts to take,
or cause to be taken, all actions, and do or cause to be done all things, reasonably necessary, proper or advisable on its part under
applicable Laws and rules and policies of the NASDAQ to enable the de-listing by the Surviving Corporation of the Shares from the
NASDAQ and the deregistration of the Shares under the Exchange Act as promptly as practicable after the Effective Time, and the Surviving
Corporation shall cause the Company’s securities to be de-listed from the NASDAQ and deregistered under the Exchange Act as promptly
as practicable following the Effective Time.
5.15 Transfer
Taxes. All transfer, documentary, sales, use, stamp, registration and other similar Taxes incurred by the parties hereto in connection
with the Merger shall be borne by Parent. The parties hereto shall cooperate in good faith in the filing of any Tax Returns with respect
to any such Taxes and the minimization, to the extent reasonably permissible under applicable Law, of the amount of any such Taxes.
5.16 FIRPTA
Certificate. The Company shall deliver to Parent at Closing (a) a duly executed certification of the Company, prepared in accordance
with Treasury Regulations Sections 1.897-2(g) and (h) and 1.1445-2(c), dated as of the Closing Date, certifying that no interest
in the Company is a “United States real property interest” within the meaning of Section 897(c) of the Code, and
(b) a form of notice to the IRS prepared in accordance with the provisions of Treasury Regulations Section 1.897-2(h)(2). The
Company hereby authorizes Parent to deliver such certificate and notice to the IRS on behalf of the Company upon the Closing.
5.17 Actions
with Respect to Existing Change of Control Notes.
(a) Reasonably
promptly after the receipt of any written request by Parent to do so, the Company shall use commercially reasonable efforts to, or to
cause the issuer of the Existing Change of Control Notes to, take the following actions on such terms and conditions that are consistent
with the requirements of the Existing Change of Control Notes: (i) make an offer to purchase with respect to all of the outstanding
aggregate principal amount of the Existing Change of Control Notes (the “Debt Tender Offer”), (ii) commence one
or more consent solicitations to amend the Indenture to remove the significant negative covenants and default provisions therefrom with
respect to the Existing Change of Control Notes, (iii) commence one or more Change of Control Offers (as defined in the Indenture)
for the Existing Change of Control Notes such that the requirements to make a Change of Control Offer under the Indenture with respect
to the Existing Change of Control Notes shall have been satisfied and (iv) on or after the Closing Date, purchase each Existing
Change of Control Note validly tendered pursuant to the Debt Tender Offer and validly tendered and not withdrawn pursuant to the Change
of Control Offer (the transactions described in clauses (i) through (iv) above, the “Change of Control
Refinancing”), and Parent shall assist the Company in connection with any Change of Control Refinancing.
(b) Notwithstanding
the foregoing, (x) the closing of any Change of Control Refinancing shall be conditioned on the occurrence of the Closing and funded
by amounts provided by Parent or one of its Subsidiaries and the Company and its Subsidiaries shall not be required to issue redemption
notices, offers to purchase or exchange, consent solicitations or similar notices or offers that are not conditioned on the effectiveness
of the Closing, and (y) the Company and its Subsidiaries shall not be required to take any action in violation of applicable Law
or the Indenture in connection with any Change of Control Refinancing. The Company shall provide, shall cause its Subsidiaries to, and
shall use its reasonable best efforts to cause their respective Representatives to, provide all cooperation reasonably requested by Parent
in connection with any Change of Control Refinancing. If at any time prior to the completion of the Change of Control Refinancing any
information in such documentation should be discovered by the Company or Parent that should be set forth in an amendment or supplement
to such documentation, so that such documentation shall 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 circumstances under which they are
made, not misleading, the party that discovers such information shall promptly notify the other party, and an appropriate amendment or
supplement prepared by Parent (subject to the review of, and comment by, the Company) describing such information shall be disseminated
by or on behalf of the Company or its Subsidiaries to the holders of the Existing Change of Control Notes.
(c) Parent
shall prepare all necessary and appropriate documentation (including, if applicable, all mailings to the holders of the Existing Change
of Control Notes and all SEC filings) in connection with any Change of Control Refinancing. Parent and the Company shall reasonably cooperate
with each other in the preparation of such documentation, which shall be subject to the prior review of, and comment by, the Company.
Parent shall give reasonable and good faith consideration to reflecting any comments raised by the Company and its counsel.
(d) Parent
shall promptly, upon request by the Company, reimburse the Company for all documented reasonable out-of- pocket costs and expenses (including
reasonable attorneys’ fees) incurred by the Company or any of its Subsidiaries in connection with the cooperation of the Company
and its Subsidiaries contemplated by this Section 5.17 and the fees and expenses of any deal managers, information agent,
depository or other agent retained in connection with any Change of Control Refinancing shall be paid directly by the Parent. Without
duplication of any amounts reimbursed by Parent pursuant to the immediately foregoing sentence, Parent shall indemnify and hold harmless
the Company, its affiliates and their respective officers, advisors and Representatives from and against any and all losses, damages,
claims, costs, expenses, interests, awards, judgments and penalties suffered or incurred by any of them or any type in connection with
any Change of Control Refinancing and/or the provision of information utilized in connection therewith to the fullest extent permitted
by applicable Law.
(e) Notwithstanding
anything to the contrary in this Agreement, the condition set forth in Section 6.3, as it applies to the Company’s
obligations under this Section 5.17, shall be deemed satisfied unless (i) the Company has failed to satisfy its obligations
in any material respect under this Section 5.17, (ii) Parent has notified the Company of such failure in writing a reasonably
sufficient amount of time prior to the Closing to afford the Company with a reasonable opportunity to cure such failure and the Company
does not cure such breach and (iii) the Company does not cure such failure.
5.18 Financing
Cooperation.
(a) During
the period from the date of this Agreement to the Effective Time, the Company and its Subsidiaries shall cooperate in good faith and
use commercially reasonable efforts, including by providing any readily available financial information, to assist Parent in connection
with its Debt Financing in anticipation of the consummation of the Merger and the other transactions contemplated by this Agreement.
Notwithstanding the foregoing,
prior to the Closing Date, neither the Company nor any of its Subsidiaries:
(A) shall
be required to approve, execute or deliver any documentation related to the Debt Financing, in each case, is not effective or conditioned,
as applicable, upon the Closing or that would not terminate without liability to the Company or any of its affiliates upon the termination
of this Agreement;
(B) shall
be required to incur any liability or obligation (including any indemnification obligation) in connection with the Debt Financing that
is not contingent on the Closing, or pay any commitment or other fee in connection with the Debt Financing prior to the Closing;
(C) shall
be obligated to provide any financial (or other) information that (1) is not produced in the ordinary course of business, (2) is
not required to be provided pursuant to the terms of the documentation governing the existing indebtedness of the Company, or (3) cannot
be produced or provided without unreasonable cost or expense;
(D) shall
be required to take any action other than at Parent’s request and with reasonable prior notice;
(E) shall
be required to take any action that would conflict with, violate or result in a breach of or default under its organizational documents
or any material Contract or Law to which it or its property is bound;
(F) shall
be required to take any action that could subject any director, manager, officer or employee of the Company to any actual or potential
personal liability;
(G) shall
be required to provide access to or disclose information that the Company determines in good faith (after consultation with counsel)
would jeopardize any attorney client privilege of, or conflict with any confidentiality requirements applicable to and binding upon,
the Company or any of its Subsidiaries;
(H) shall
be required to take any action to the extent it could cause any representation or warranty in this Agreement to be breached, cause any
condition to the Closing set forth in Article 6 to fail to be satisfied or otherwise cause any breach of this Agreement;
and
(I) shall
be required to deliver or cause the delivery of any legal opinions or accountants’ comfort letters or reliance letters in connection
with the Debt Financing.
(b) Parent
shall indemnify and hold harmless the Company, its Subsidiaries and their respective affiliates and Representatives from and against
any and all losses, liabilities, claims, damages, reasonable and documented out-of-pocket costs and reasonable and documented out-of-pocket
expenses (including reasonable fees and expenses of counsel) suffered or incurred by them in connection with the arrangement of the Debt
Financing and the performance of their respective obligations under this Section 5.18 and any information utilized in connection
therewith (other than to the extent such loss, liability, claim, damage, cost or expense arises from the bad faith, gross negligence
or willful misconduct of the Company, its Subsidiaries, any of their respective affiliates or any of their respective Representatives).
(c) Parent
shall, promptly upon written request of the Company, reimburse the Company, its Subsidiaries or their affiliates, as the case may be,
for all reasonable and documented out-of-pocket costs and expenses incurred by the Company, its Subsidiaries or their respective affiliates
in connection with the cooperation required by this Section 5.18.
(d) Notwithstanding
anything to the contrary in this Agreement, the condition set forth in Section 6.3, as it applies to the Company’s
obligations under this Section 5.18, shall be deemed satisfied unless (i) the Company has failed to satisfy its obligations
in any material respect under this Section 5.18, (ii) Parent has notified the Company of such failure in writing a reasonably
sufficient amount of time prior to the Closing to afford the Company with a reasonable opportunity to cure such failure and (iii) the
Company does not cure such failure and such failure is the primary cause of Parent’s failure to receive the proceeds of the Debt
Financing.
(e) The
Company shall use commercially reasonable efforts to (a) deliver to Parent at least three (3) Business Days prior to the Closing
Date customary payoff letters from the administrative agent or other applicable parties under the indebtedness set forth in Section 5.18
of the Company Disclosure Schedule and make arrangements for such administrative agent or other applicable parties to deliver, subject
to the receipt of the applicable payoff amounts, releases of all related Liens to Parent and termination of all related guarantees at,
and subject to the occurrence of, the Closing and (b) if requested by Parent, facilitate Parent’s or Merger Sub’s repayment
of such indebtedness substantially concurrently with the Closing (including by executing any such payoff letters or related documents
regarding the release of Liens or termination of guarantees).
(f) Parent
acknowledges and agrees that obtaining the Debt Financing is not a condition to its obligations under this Agreement. If the Debt Financing
has not been obtained, Parent shall continue to be obligated, until such time as this Agreement is terminated in accordance with its
terms and subject to the waiver or fulfillment of the conditions set forth herein, to complete the transactions contemplated by this
Agreement.
5.19 Updated
Schedule and Information. On or prior to July 2, 2024, the Company will provide Parent with (a) an updated Section 3.16(a)(i) of
the Company Disclosure Schedule solely to add a complete and correct list, as of such date, of Contracts that (or, together with additional
related Contracts with the same Person or its affiliates) (i) are expected to involve the payment of amounts by the Company or any
of its Subsidiaries in North America of more than $5,000,000 but less than $10,000,000 in the aggregate for fiscal year 2024, (ii) are
expected to involve the receipt of amounts by the Company or any of its Subsidiaries of more than $5,000,000 but less than $10,000,000
in the aggregate for fiscal year 2024 and (iii) are customer Contracts that provide for a duration (as of signing) of more than
five years and (b) a then current Contractor Schedule; provided, however, that for purposes of satisfying the conditions set forth
in Section 6.3, the truth and accuracy of the information provided pursuant to the foregoing clauses (a) and (b) shall
be relevant solely for purposes of Section 6.3(a)(iv) (and not for purposes of Section 6.3(b)).
Article 6
Conditions to Consummation of the Merger
6.1 Conditions
to Obligations of Each Party under this Agreement. The respective obligations of each party to consummate the Merger shall be subject
to the satisfaction (or waiver, if permissible under applicable Law) at or prior to the Effective Time of each of the following conditions:
(a) The
Company Stockholder Approval shall have been obtained.
(b) Any
applicable waiting period, together with any extensions thereof, under the HSR Act shall have expired or been terminated and all waivers,
consents, clearances, approvals and authorizations under the Competition Laws and foreign investment Laws set forth on Section 6.1(b) of
the Company Disclosure Schedule with respect to the Transactions (together, with the HSR Act, “Specified Law”) shall
have been obtained (or, as applicable, the waiting periods with respect thereto shall have expired or been terminated) and shall remain
in full force and effect.
(c) The
consummation of the Merger shall not then be restrained, enjoined or prohibited by any Order (whether temporary, preliminary or permanent)
of any Governmental Entity of competent jurisdiction and no applicable Law shall have been enacted to prohibit or make illegal the consummation
of the Merger, in each case, other than an Immaterial Order or Law.
6.2 Conditions
to Obligations of the Company under this Agreement. The obligation of the Company to effect the Merger is further subject to the
fulfillment (or waiver by the Company) at or prior to the Effective Time of the following conditions:
(a) Each
representation and warranty of Parent and Merger Sub contained in this Agreement, without giving effect to any qualifications as to materiality
or Parent Material Adverse Effect or other similar qualifications contained therein, shall be true and correct at and as of the date
of this Agreement and at and as of the Closing Date as though made on the Closing Date, except for representations and warranties that
relate to a specific date or time (which need only be true and correct as of such date or time), and except as has not had and would
not reasonably be expected to have, individually or in the aggregate with all other failures to be true and correct, a Parent Material
Adverse Effect.
(b) Parent
and Merger Sub shall have performed and complied in all material respects with all covenants and agreements required to be performed
or complied with by them under this Agreement at or prior to the Closing Date.
(c) Parent
shall have delivered to the Company a certificate, dated the Closing Date and signed by an executive officer of Parent, certifying to
the effect that the conditions set forth in Section 6.2(a) and Section 6.2(b) have been satisfied.
6.3 Conditions
to Obligations of Parent and Merger Sub under this Agreement. The obligations of Parent and Merger Sub to effect the Merger are further
subject to the fulfillment (or waiver by Parent and Merger Sub) at or prior to the Effective Time of the following conditions:
(a) Each
representation and warranty of the Company (i) contained in the first two sentences of Section 3.1 (Corporate Organization),
Section 3.3 (Authority; Execution and Delivery; Enforceability), Section 3.4(a)(i) (No Conflict), Section 3.21
(Opinion of Financial Advisor) and Section 3.22 (Broker’s Fees) shall be true and correct in all material respects
at and as of the date of this Agreement and at and as of the Closing Date as though made on the Closing Date, except for representations
and warranties that relate to a specific date or time (which need only be true and correct in all material respects as of such date or
time); (ii) contained in Section 3.2(a) (Capitalization) shall be true and correct (except for de minimis inaccuracies)
in all respects at and as of the date of this Agreement and at and as of the Closing Date as though made on the Closing Date, except
for representations and warranties that relate to a specific date or time (which need only be true and correct in all material respects
as of such date or time), (iii) contained in Section 3.6(b) shall be true and correct in all respects at and as
of the date of the Agreement and at and as of the Closing Date; and (iv) otherwise set forth in Article 3, without giving
effect to any qualifications as to materiality or Company Material Adverse Effect or other similar qualifications contained therein,
shall be true and correct at and as of the Closing Date as though made on the Closing Date, except for representations and warranties
that relate to a specific date or time (which need only be true and correct as of such date or time), except in the case of this clause
(iv) as has not had and would not reasonably be expected to have, individually or in the aggregate with all other failures to
be true and correct, a Company Material Adverse Effect.
(b) The
Company shall have performed and complied in all material respects with all covenants and agreements required to be performed or complied
with by it under this Agreement at or prior to the Closing Date.
(c) A
Company Material Adverse Effect shall not have occurred since the date of this Agreement and be continuing.
(d) The
Company shall have delivered to Parent a certificate, dated the Closing Date and signed by an executive officer of the Company, certifying
to the effect that the conditions set forth in Section 6.3(a), Section 6.3(b), and Section 6.3(c) have
been satisfied.
Article 7
Termination, Amendment and Waiver
7.1 Termination.
This Agreement may be terminated, and the Merger and the other Transactions may be abandoned at any time prior to the Effective Time,
whether before or (subject to the terms hereof) after receipt of the Company Stockholder Approval, by action taken or authorized by the
board of directors of the terminating party or parties:
(a) By
mutual written consent of Parent and the Company, by action of their respective boards of directors, at any time prior to the Effective
Time;
(b) By
either the Company or Parent, if the Company Stockholder Approval shall not have been obtained upon a vote taken at the Company Meeting
duly convened therefor or any adjournment or postponement thereof;
(c) By
either the Company or Parent, if at any time prior to the Effective Time, any Governmental Entity of competent jurisdiction shall have
issued an Order or enacted a Law (in each case, other than an Immaterial Order or Law) permanently restraining, enjoining or otherwise
prohibiting the consummation of the Merger, and such Order or other action shall have become final and non-appealable; provided
that neither the Company nor Parent shall be permitted to terminate this Agreement pursuant to this Section 7.1(c) if
there has been any material breach by such party of its covenants contained in this Agreement, and such breach has primarily caused or
resulted in the imposition of such Order or Law;
(d) By
either the Company or Parent if the Effective Time shall not have occurred on or before June 3, 2025 (the “Initial Outside
Date”); provided that in the event that at the Initial Outside Date, all of the conditions in Article 6
other than Section 6.1(b) or Section 6.1(c) (solely with respect to Orders related to the HSR Act or
any other Specified Law) have been satisfied (other than conditions that by their nature can only be satisfied on the Closing Date),
or have been waived by Parent and Merger Sub or the Company, as applicable, then the Outside Date shall automatically be extended to
December 3, 2025 (the “First Extended Outside Date”); provided, further, that in the event that
at the First Extended Outside Date, all of the conditions in Article 6 other than Section 6.1(b) or Section 6.1(c) (solely
with respect to Orders related to the HSR Act or any other Specified Law) have been satisfied (other than conditions that by their nature
can only be satisfied on the Closing Date), or have been waived by Parent and Merger Sub or the Company, as applicable, then Parent shall
have the right, but not the obligation, to extend the Outside Date to up to June 3, 2026 by written notice to the Company delivered
no later than the First Extended Outside Date (the “Final Extended Outside Date”); provided, further,
neither the Company nor Parent shall be permitted to terminate this Agreement pursuant to this Section 7.1(d) if there
has been any material breach by such party of its representations, warranties or covenants contained in this Agreement, and such breach
has primarily caused or resulted in the failure of the Closing to have occurred prior to the Initial Outside Date or the Extended Outside
Date, as the case may be;
(e) By
Parent, at any time prior to the receipt of the Company Stockholder Approval, if the Company Board shall have effected a Change of Board
Recommendation, whether or not in compliance with Section 5.3 (it being understood and agreed that any written notice of
the Company’s intention to make a Change of Board Recommendation prior to effecting such Change of Board Recommendation as required
by and in accordance with Section 5.3(e)(i) or Section 5.3(f)(i) shall not result in Parent or Merger
Sub having any termination rights pursuant to this Section 7.1(e));
(f) By
the Company, at any time prior to the receipt of the Company Stockholder Approval, in order to enter into a definitive agreement with
respect to a Superior Proposal in compliance with Section 5.3; provided that the Company shall prior to or concurrently
with such termination pay the Company Termination Fee to or for the account of Parent pursuant to Section 7.3(a);
(g) By
Parent, at any time prior to the Effective Time, if: (i) there has been a breach by the Company of its representations, warranties
or covenants contained in this Agreement, in each case, such that any condition to the Merger contained in Section 6.3(a) or
Section 6.3(b) is not reasonably capable of being satisfied while such breach is continuing, (ii) Parent shall
have delivered to the Company written notice of such breach and (iii) such breach is not capable of cure prior to the applicable
Outside Date or, if curable by the Outside Date, such breach shall not have been cured by the earlier of (A) the Outside Date and
(B) thirty (30) days after receipt by the Company of written notice of such breach; provided that Parent shall not be permitted
to terminate this Agreement pursuant to this Section 7.1(g) if there has been any material breach by Parent or Merger
Sub of its representations, warranties or covenants contained in this Agreement, and such breach shall not have been cured in all material
respects; or
(h) By
the Company, at any time prior to the Effective Time, if: (i) there has been a breach by Parent or Merger Sub of any of its representations,
warranties or covenants contained in this Agreement, in each case, such that any condition to the Merger contained in Section 6.2(a) or
Section 6.2(b) is not reasonably capable of being satisfied while such breach is continuing, (ii) the Company shall
have delivered to Parent written notice of such breach and (iii) either such breach is not capable of cure prior to the applicable
Outside Date or, if curable by the Outside Date, such breach shall not have been cured by the earlier of (A) the Outside Date and
(B) thirty (30) days after receipt by Parent of written notice of such breach; provided that the Company shall not be permitted
to terminate this Agreement pursuant to this Section 7.1(h) if there has been any material breach by the Company of
its representations, warranties or covenants contained in this Agreement, and such or breach shall not have been cured in all material
respects.
7.2 Effect
of Termination. In the event of termination of this Agreement by either the Company or Parent as provided in Section 7.1,
written notice thereof shall be given to the other party or parties, specifying the provisions hereof pursuant to which such termination
is made and the basis therefor described in reasonable detail and this Agreement shall forthwith become void and have no further force
and effect (other than the second sentence of Section 5.2(b), Section 7.2, Section 7.3, and Article 8,
each of which shall survive termination of this Agreement), and there shall be no liability or obligation on the part of Parent, Merger
Sub, or the Company or their respective Subsidiaries, officers, directors or Representatives, except with respect to the second sentence
of Section 5.2(b), Section 7.2, Section 7.3, and Article 8; provided that, subject
to Section 7.3, nothing herein shall relieve any party from liabilities or damages incurred or suffered as a result of fraud
or Willful and Material Breach by the Company, on the one hand, or Parent or Merger Sub, on the other hand, of any of their respective
representations, warranties, covenants or other agreements set forth in this Agreement.
7.3 Termination
Fees.
(a) The
parties hereto agree that if this Agreement is terminated by Parent pursuant to Section 7.1(e) or the Company pursuant
to Section 7.1(f), then the Company shall pay to Parent prior to or concurrently with such termination, in the case of a
termination by the Company, or within two (2) Business Days thereafter, in the case of a termination by Parent, the Company Termination
Fee. The “Company Termination Fee” means one hundred and seventy five million dollars ($175,000,000).
(b) The
parties hereto agree that if (i) this Agreement is terminated pursuant to Section 7.1(b), Section 7.1(d) (and
as of such termination, the Company Stockholder Approval shall not have been obtained) or Section 7.1(g), (ii) after
the date hereof and prior to such termination, an Acquisition Proposal has been publicly announced or otherwise been communicated to
the Company Board and (iii) the Company enters into a definitive agreement with respect to, or recommended to its stockholders,
an Acquisition Proposal or an Acquisition Proposal shall have been consummated in any event within twelve (12) months after such termination,
then the Company shall pay the Company Termination Fee to Parent, substantially concurrently with the occurrence of the applicable event
described in clause (iii). For purposes of this Section 7.3(b), the term “Acquisition Proposal”
shall have the meaning assigned to such term in Section 5.3(h)(i), except that the references to “20%” shall
be deemed to be references to “50%”.
(c) The
parties hereto agree that if this Agreement is terminated by Parent or the Company pursuant to (i) Section 7.1(c) and
the applicable Order or Law giving rise to such termination right is issued under or pursuant to any Specified Law or (ii) Section 7.1(d) and,
in either case of clause (i) or (ii), on the date of termination the only conditions to closing set forth in Section 6.1 or Section 6.2 that
have not been satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing which conditions
would be capable of being satisfied at the Closing if the Closing Date were on the date of termination) are the conditions set forth
in Section 6.1(b) or Section 6.1(c) (but only if the applicable Order or Law causing such condition
not to be satisfied is issued under or pursuant to any Specified Law), then Parent shall pay two hundred and sixty two million five hundred
thousand dollars ($262,500,000) (the “Parent Termination Fee”) to the Company at or prior to the time of termination
in the case of a termination by Parent, or as promptly as reasonably practicable (and, in any event, within two (2) Business Days
following such termination) in the case of a termination by the Company; provided, however, that Parent shall
not be required to pay the Parent Termination Fee to the Company if there has been a material breach by the Company of its covenants
contained in this Agreement and such breach has primarily caused or resulted in (x) the applicable Order or Law giving rise to such
termination pursuant to Section 7.1(c) or (y) the failure of the conditions in Section 6.1(b) or Section 6.1(c),
as applicable, to have been satisfied.
(d) All
payments under this Section 7.3 shall be made by wire transfer of immediately available funds to an account designated in
writing by Parent, or in the absence of such designation, an account established for the sole benefit of Parent.
(e) Each
of the parties acknowledges that the agreements contained in this Section 7.3 are an integral part of the Transactions, and
that without these agreements, Parent, Merger Sub and the Company would not enter into this Agreement. Accordingly, if a party fails
promptly to pay any amount due pursuant to this Section 7.3, and the other party commences a Proceeding that results in a
judgment against the failing party for the amount set forth in this Section 7.3 or a portion thereof, the failing party
shall pay to the other party all fees, costs and expenses of enforcement (including attorney’s fees as well as expenses incurred
in connection with any such action), together with interest on the amount of any unpaid fee, cost or expense at the prime rate as published
in The Wall Street Journal plus five (5%) percent from the date such fee, cost or expense was required to be paid to (but excluding)
the payment date. For the avoidance of doubt, in no event shall the Company be required to pay the Company Termination Fee or Parent
be required to pay the Parent Termination Fee on more than one occasion.
(f) The
parties agree that (i) the monetary remedies set forth in this Section 7.3 and the specific performance remedies set
forth in Section 8.14 shall be the sole and exclusive remedies of the Company and its Subsidiaries against Parent, Merger
Sub and any of their respective former, current or future directors, officers, stockholders, Representatives or affiliates for any loss
suffered as a result of the failure of the Merger to be consummated and none of Parent, Merger Sub and any of their respective former,
current or future directors, officers, stockholders, Representatives or affiliates (each, a “Parent Related Party”
and collectively, the “Parent Related Parties”) shall have any further liability or obligation relating to or arising
out of this Agreement or the Merger or the transactions contemplated by this Agreement; provided, however, that, subject
to Section 7.3(g), this Section 7.3(f)(i) shall not relieve the Parent or Merger Sub of any liability or
damages to the Company as a result of actual fraud with respect to the representations and warranties set forth in this Agreement or
a Willful and Material Breach of any covenant, agreement or obligation set forth in this Agreement (in which case only Parent and Merger
Sub shall be liable for damages for such fraud or Willful and Material Breach); and (ii) the monetary remedies set forth in this
Section 7.3 and the specific performance remedies set forth in Section 8.14 shall be the sole and exclusive remedies
of Parent and Merger Sub against the Company and its Subsidiaries and any of their respective former, current or future directors, officers,
stockholders, Representatives or affiliates for any loss suffered as a result of the failure of the Merger to be consummated and upon
payment of such amount, none of the Company and its Subsidiaries and any of their respective former, current or future directors, officers,
stockholders, Representatives or affiliates (each, a “Company Related Party” and collectively, the “Company
Related Parties”) shall have any further liability or obligation relating to or arising out of this Agreement or the Merger
or the transactions contemplated by this Agreement; provided, however, that, subject to Section 7.3(g), this
Section 7.3(f)(ii) shall not relieve the Company of any liability or damages to Parent or Merger Sub as a result of
actual fraud with respect to the representations and warranties set forth in this Agreement or a Willful and Material Breach of any covenant,
agreement or obligation set forth in this Agreement (in which case only the Company shall be liable for damages for such fraud or Willful
and Material Breach).
(g) Notwithstanding
anything herein to the contrary, (i) in circumstances where the Company Termination Fee is paid in accordance with Section 7.3(a) or
Section 7.3(b) (except, in the case of Section 7.3(b), where this Agreement was terminated pursuant to Section 7.1(g)),
Parent’s receipt of the Company Termination Fee from or on behalf of the Company shall be Parent’s and Merger Sub’s
sole and exclusive remedy (whether based in contract, tort or strict liability, by the enforcement of any assessment, by any legal or
equitable proceeding, by virtue of any statute, regulation or applicable Laws or otherwise) against the Company and its Subsidiaries
and any of the Company Related Parties for all losses and damages suffered as a result of the failure of the Merger or the other Transactions
to be consummated, for any breach or failure to perform hereunder or otherwise, and upon payment of such amount, no such Person shall
have any further liability or obligation relating to or arising out of this Agreement or the transactions contemplated hereby and (ii) in
circumstances where the Parent Termination Fee is paid in accordance with Section 7.3(c), the Company’s receipt of
the Parent Termination Fee from or on behalf of Parent shall be the Company’s sole and exclusive remedy (whether based in contract,
tort or strict liability, by the enforcement of any assessment, by any legal or equitable proceeding, by virtue of any statute, regulation
or applicable Laws or otherwise) against Parent and its Subsidiaries and any of the Parent Related Parties for all losses and damages
suffered as a result of the failure of the Merger or the other Transactions to be consummated, for any breach or failure to perform hereunder
or otherwise, and upon payment of such amount, no such Person shall have any further liability or obligation relating to or arising out
of this Agreement or the transactions contemplated hereby.
7.4 Amendment.
This Agreement may be amended by each of the Company, Parent and Merger Sub by action taken by or on behalf of their respective boards
of directors at any time prior to the Effective Time; provided that, after receipt of the Company Stockholder Approval, no amendment
may be made which, by applicable Law or in accordance with the rules of any relevant stock exchange, requires further approval by
the Company’s stockholders without such approval. This Agreement may not be amended except by an instrument in writing signed by
the each of the parties hereto.
7.5 Waiver.
At any time prior to the Effective Time, Parent and Merger Sub, on the one hand, and the Company, on the other hand, may (a) extend
the time for the performance of any of the obligations or other acts of the other, (b) waive any breach of the representations and
warranties of the other contained herein or in any document delivered pursuant hereto or (c) unless prohibited by applicable Law,
waive compliance by the other with any of the agreements or covenants contained herein; provided that after receipt of the Company
Stockholder Approval, there may not be any extension or waiver of this Agreement which decreases the Merger Consideration or which adversely
affects the rights of the Company’s stockholders hereunder without the approval of such stockholders. Any such extension or waiver
shall be valid only if set forth in an instrument in writing signed by the party or parties to be bound thereby, but such extension or
waiver or failure to insist on strict compliance with an obligation, covenant, agreement or condition shall not operate as a waiver of,
or estoppel with respect to, any subsequent or other failure.
Article 8
General Provisions
8.1 Non-Survival
of Representations and Warranties. None of the representations, warranties or covenants in this Agreement or in any instrument delivered
pursuant to this Agreement shall survive the Effective Time except that this Section 8.1 shall not limit any covenant or
agreement of the parties (a) which by its terms contemplates performance after the Effective Time, which shall survive to the extent
expressly provided for herein and (b) set forth in this Article 8.
8.2 Fees
and Expenses. Subject to Section 7.2 and Section 7.3, all fees and expenses incurred by the parties hereto
shall be borne solely and entirely by the party which has incurred the same. Notwithstanding the foregoing, all filing fees required
under the HSR Act and other applicable Competition Laws with respect to the transactions contemplated by this Agreement shall be paid
in their entirety by Parent.
8.3 Notices.
Any notices or other communications to any party required or permitted under, or otherwise given in connection with, this Agreement shall
be in writing and shall be deemed to have been duly given (a) on the fifth (5th) Business Day after dispatch by registered
or certified mail, (b) on the next Business Day if transmitted by national overnight courier or (c) on the date delivered if
sent by email (provided confirmation of email receipt is obtained), in each case, as follows (or to such other Persons or addressees
as may be designated in writing by the party to receive such notice):
If to Parent or Merger Sub, addressed to it at:
Waste Management, Inc.
800 Capitol Street, Suite 3000
Houston, TX 77002
Attention: Charles
C. Boettcher
Email: [***]
with a copy to (for information purposes
only):
Vinson & Elkins
L.L.P.
845 Texas Avenue, Suite 4700
Houston, TX 77002
Attention: Stephen
M. Gill
Douglas
E. McWilliams
Email: sgill@velaw.com
dmcwilliams@velaw.com
If to the Company, addressed to it at:
Stericycle, Inc.
2355 Waukegan Road
Bannockburn, IL 60015
Attention: Kurt
M. Rogers
Email: [***]
with a copy to (for information
purposes only):
Latham & Watkins LLP
330 North Wabash Ave, Suite 2800
Chicago, IL 60611
Attention: Bradley
C. Faris
Max Schleusener
Email: bradley.faris@lw.com
max.schleusener@lw.com
8.4 Certain
Definitions. For purposes of this Agreement, the term:
“Acceptable Confidentiality
Agreement” means a confidentiality agreement that (a) contains confidentiality provisions that are no less favorable in
the aggregate to the Company than those contained in the Confidentiality Agreement and (b) does not prohibit compliance by the Company,
as applicable, with any of the provisions of Section 5.3.
“affiliate”
means, as to any Person, any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by,
or is under common control with, the first-mentioned Person.
“Applicable Date”
means January 1, 2022.
“beneficial ownership”
(and related terms such as “beneficially owned” or “beneficial owner”) has the meaning set forth in Rule 13d-3
under the Exchange Act.
“Business Day”
means a day other than Saturday, Sunday or any day on which banks located in New York, New York are authorized or obligated by applicable
Law to close.
“Code” means the United States Internal Revenue
Code of 1986, as amended.
“Company Intellectual
Property” means the Intellectual Property that is owned by or licensed to the Company or any of its Subsidiaries, which is
used in the business of the Company and its Subsidiaries.
“Company Material
Adverse Effect” means any change, event, occurrence or development (an “Effect”) that, individually or in
the aggregate, has a material adverse effect on the business, condition (financial or otherwise), assets or results of operations of
the Company and its Subsidiaries, taken as a whole; provided that adverse Effects arising out of, resulting from or attributable
to the following shall not constitute or be deemed to contribute to a Company Material Adverse Effect, and shall not otherwise be taken
into account in determining whether a Company Material Adverse Effect has occurred or would reasonably be expected to occur, except that
Effects with respect to clauses (a), (b) and (c) of the below shall be so considered to the extent (and only to the extent)
such Effect disproportionately impacts the Company and its Subsidiaries, taken as a whole, relative to other companies operating in the
same industries: (a) changes or proposed changes in applicable Laws, GAAP or the interpretation or enforcement thereof, (b) changes
in general economic, business, labor or regulatory conditions, or changes in securities, credit or other financial markets, including
interests rates or exchange rates, in the United States or globally, or changes generally affecting the industries (including seasonal
fluctuations) in which the Company or its Subsidiaries operate in the United States or globally, (c) changes in global or national
political conditions (including the outbreak or escalation of war (whether or not declared), military action, sabotage or acts of terrorism),
changes due to natural disasters or changes in the weather or changes due to the outbreak or worsening of an epidemic, pandemic or other
health crisis, (d) actions or omissions required of the Company under this Agreement or taken or not taken at the request of, or
with the consent of, the Parent or any of its affiliates, (e) the announcement, pendency or consummation of this Agreement and the
Merger, including the identity of, or the effect of any fact or circumstance relating to, the Parent or any of its affiliates or any
communication by Parent or any of its affiliates regarding plans, proposals or projections with respect to the Company, its Subsidiaries
or their employees (including any impact on the relationship of the Company or any of its Subsidiaries, contractual or otherwise, with
its customers, suppliers, distributors, vendors, lenders, employees or partners); provided that this clause (e) shall not
apply to a breach of any representation or warranty related to the announcement, pendency or consummation of the transactions contemplated
hereby, (f) any Proceeding arising from allegations of breach of fiduciary duty or violation of applicable Law relating to this
Agreement or the Transactions, (g) changes in the trading price or trading volume of Shares or any suspension of trading, or any
changes in the ratings or the ratings outlook for the Company by any applicable rating agency or changes in any analyst’s recommendations
or ratings with respect to the Company (provided that, subject to the other exceptions set forth herein, the underlying cause of such
failure may be taken into account in determining whether a Company Material Adverse Effect has occurred) or (h) any failure by the
Company or any of its Subsidiaries to meet any revenue, earnings or other financial projections or forecasts (provided that, subject
to the other exceptions set forth herein, the underlying cause of such failure may be taken into account in determining whether a Company
Material Adverse Effect has occurred).
“Company Owned Intellectual
Property” means Company Intellectual Property that is owned by the Company or any of its Subsidiaries.
“Competition Laws” means applicable supranational,
national, federal, state, provincial or local Law designed or intended to prohibit, restrict or regulate actions having the purpose or
effect of monopolizing or restraining trade or lessening competition in any other country or jurisdiction, including the HSR Act, the
Sherman Act, the Clayton Act, and the Federal Trade Commission Act, in each case, as amended and other similar competition or antitrust
laws of any jurisdiction other than the United States.
“Contract”
or “Contracts” means any of the agreements, arrangements, contracts, leases (whether for real or personal property),
powers of attorney, notes, bonds, mortgages, indentures, deeds of trust, loans, evidences of indebtedness, letters of credit, settlement
agreements, franchise agreements, undertakings, covenants not to compete, employment agreements, licenses, purchase and sale orders and
other legal commitments to which in each case a Person is a party or to which any of the properties or assets of such Person or its Subsidiaries
are subject.
“control”
(including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly,
of the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of capital stock
or other Equity Interests, as trustee or executor, by Contract or credit arrangement or otherwise.
“Debt Commitment Letter”
means the commitment letter, if any, by and among the lenders party thereto (and any lenders who become party thereto by joinder in accordance
with the terms thereof) and Parent, as may be amended, supplemented, replaced, extended or otherwise modified from time to time after
the date of this Agreement.
“Debt Financing”
means the debt financing described in the Debt Commitment Letter.
“DOJ” means
the United States Department of Justice, Criminal Division, Fraud Section.
“DPA” means
that certain Deferred Prosecution Agreement, entered on April 18, 2022, by the United States District Court for the Southern District
of Florida (Case No. 22-CR-20156).
“Environmental Claims”
means any Proceeding, investigation, order, demand, allegation, accusation or notice (written or oral) by any Person or entity alleging
actual or potential liability arising out of or relating to any Environmental Laws, Environmental Permits or the presence in, or Release
into, the environment of, or exposure to, any Hazardous Materials, but shall not include any claims related to products liability.
“Environmental Laws”
means any and all applicable, federal, state, provincial, local or foreign Laws, and all rules or regulations promulgated thereunder,
regulating or relating to Hazardous Materials, pollution, protection of the environment (including ambient air, surface water, ground
water, land surface, subsurface strata, wildlife, plants or other natural resources), and/or the protection of health and safety of persons
(to the extent it relates to exposures to Hazardous Materials).
“Environmental Permits”
means any permit, certificate, registration, notice, approval, identification number, license or other authorization required under any
applicable Environmental Law.
“Equity Award Exchange
Ratio” means the quotient obtained by dividing the (a) Merger Consideration by (b) an amount equal to the average
of the closing sale prices of a share of Parent common stock as reported on NYSE for each of the five (5) consecutive trading days
ending with the complete trading day immediately before (and excluding) the Closing Date.
“Equity Interest”
means (a) any share, capital stock, partnership, limited liability company, member or similar equity or voting interest in any
Person, (b) any option, warrant, call, subscription, commitment, Contract or other right to acquire from such Person, or other
obligation of such Person to issue, any share, capital stock, partnership, limited liability company, member or similar equity or voting
interest in such Person, (c) any security (including debt securities) convertible, exchangeable or exercisable into or for any
such share, capital stock, partnership, limited liability company, member or similar equity or voting interest, and (d) any restricted
share, restricted stock unit, stock appreciation right, performance unit, contingent value right, “phantom” stock or similar
security (i.e., any share, capital stock, partnership, limited liability company, member or similar equity or voting interest in any
Person).
“ERISA”
means the Employee Retirement Income Security Act of 1974, as amended, and the rules and regulations promulgated thereunder.
“ERISA Affiliate”
means any trade or business, whether or not incorporated, that together with the Company would be deemed to be a single employer for
purposes of Section 4001 of ERISA or Sections 414(b), (c), (m), (n) or (o) of the Code.
“Exchange Act”
means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
“Existing Change of
Control Notes” means the Company’s 3.875% senior notes due 2029 which were issued pursuant to the Indenture.
“Existing Credit Agreement”
means that certain Credit Agreement dated September 30, 2021, by and among the Company, certain subsidiaries of the company from
time to time party thereto as guarantors, Bank of America, N.A., as administrative agent, swing line lender, a lender and a letter of
credit issuer and the other lenders party thereto, as amended, restated, replaced, supplemented or otherwise modified from time to time.
“FCPA” means
the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder.
“Financing Related
Parties” means any former, current or future general or limited partners, stockholders, managers, members, agents, Representatives,
affiliates, successors or assigns of the Financing Sources.
“Financing Source”
means each lender under the Debt Commitment Letter (including any replacement Debt Commitment Letter) and any agent, arranger, investor,
potential lender, potential agent, potential arranger, potential investor, underwriter, initial purchaser and placement agent providing,
or potentially providing or acting in connection with, any Debt Financing, and any affiliates and Representatives of any such Person.
“Franchise Agreement”
means any Contract to which any the Company or any of its Subsidiaries is a party or by which any of the Company or its Subsidiaries
or their respective properties are bound and that grants or purports to grant any person the right to develop or operate a business under
any brand (including “Shred-it”) within one or more countries, states, provinces or other geographic areas, or any specific
location, together with all amendments and agreements related thereto.
“GAAP” means
generally accepted accounting principles, as applied in the United States.
“Government Official”
means any officer or employee of any Governmental Entity acting in an official capacity for or on behalf of such Governmental Entity.
“Governmental Entity”
means any national, federal, state, county, municipal, local or foreign government, or other political subdivision thereof, and any entity
exercising executive, legislative, judicial, regulatory, taxing, administrative or prosecutorial functions of or pertaining to government.
“Hazardous Materials”
means any pollutant, contaminant, waste or chemical or any toxic, radioactive, ignitable, corrosive, reactive or otherwise hazardous
substance, waste or material, in each case, that is regulated under any Environmental Law, including (i) petroleum and petroleum
products, including crude oil and any fractions thereof, (ii) natural gas, synthetic gas and any mixtures thereof, (iii) polychlorinated
biphenyls, (iv) asbestos or asbestos-containing materials, (v) radioactive materials and (vi) per- and polyfluoroalkyl
substances.
“HSR Act”
means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder.
“Immaterial Order
or Law” means any Order or Law that is and will be, if the Transactions are consummated, immaterial to Parent and its Subsidiaries
(including from and after the Closing, the Company and its Subsidiaries), taken as a whole; provided that in no event shall approval
under the HSR Act or as set forth in Section 5.5(b) of the Company Disclosure Schedule be deemed to be an Immaterial
Order or Law.
“Indenture”
means that certain Indenture, dated as of November 24, 2020, between Stericycle, Inc., the guarantors from time to time party
thereto and U.S. Bank National Association.
“Information Privacy
Laws” means any Laws or Orders pertaining to privacy, data protection or data transfer, including all privacy and security
breach disclosure Laws.
“Information Privacy
Requirements” means, as applicable to the Company, the Company’s Subsidiaries, or the Parent or the Merger Sub, as the
case may be (i) any Information Privacy Laws, (ii) binding industry regulations (including, if applicable, the Payment Card
Industry Data Security Standard (PCI DSS)), (iii) the Company, the Company’s Subsidiaries, or the Parent or the Merger Sub’s
own published rules, policies, and procedures, and (iv) contracts into which the Company, the Company’s Subsidiaries, or
the Parent or the Merger Sub have entered or by which they are otherwise bound.
“Intellectual Property”
means all intellectual property rights or similar proprietary rights recognized under the Laws of any jurisdiction throughout the world,
including all: (a) patents and patent applications (including divisions, continuations, continuations in part, provisionals, and
renewal applications), and any renewals, reexaminations, substitutions, extensions or reissues thereof; (b) trademarks, service
marks, trade dress, trade names, and Internet domain names, other indications of origin, all applications and registrations in connection
therewith and the goodwill associated with any of the foregoing; (c) all copyrights and other intellectual property rights in works
of authorship and all applications and registrations in connection therewith; (d) intellectual property rights in computer software
(including source code, object code, firmware, and operating systems); and (e) all trade secrets, and other intellectual property
rights in confidential information, know-how, inventions, improvements, specifications, algorithms, designs, data and databases.
“IRS” means
the U.S. Internal Revenue Service.
“Knowledge”
means (a) when used with respect to the Company, the actual knowledge after reasonable inquiry of the individuals listed in Section 8.4(a) of
the Company Disclosure Schedule (the Company’s “knowledge parties”); and (b) when used with respect to
Parent or Merger Sub, the actual knowledge after reasonable inquiry of the individuals listed in Section 8.4(a) of
the Parent Disclosure Schedule.
“Law” means
any national, provincial, state, municipal and local laws, statutes, ordinances, rules, regulations of any Governmental Entity or any
Orders, in each case, having the force of law.
“Lien” means
with respect to any property, Equity Interest or asset, any mortgage, deed of trust, hypothecation, lien, encumbrance, pledge, charge,
security interest, right of first refusal, right of first offer, adverse claim, adverse right, restriction on transfer or assignment,
covenant or option of any kind or nature whatsoever, whether contingent or absolute, or any agreement, option, right or privilege (whether
by applicable Law, Contract or otherwise) capable of becoming any of the foregoing, in respect of such property, Equity Interest or asset.
“Medical Waste Disposal”
means disposal or treatment of (i) biohazardous, biomedical, infectious or regulated medical waste as defined under federal, state
or local law; (ii) waste known or reasonably expected to contain a pathogen; (iii) a waste or reusable material derived from
the medical treatment of an animal or human, which includes diagnosis and immunization, or from biomedical research, which includes the
production and testing of biological products; (iv) containerized sharps waste or (v) non-hazardous pharmaceutical waste.
“NASDAQ”
means The NASDAQ Global Select Market and any successor stock exchange or inter dealer quotation system operated by The Nasdaq Stock
Market, LLC or any successor thereto.
“Open Source Software” means
any software that is licensed pursuant to: (a) any license that is a license now or in the future approved by the Open Source Initiative
and listed at http://www.opensource.org/licenses, which licenses include all versions of the GNU General Public License (GPL), the GNU
Lesser General Public License (LGPL), the GNU Affero GPL, the MIT license, the Eclipse Public License, the Common Public License, the
CDDL, the Mozilla Public License (MPL), the Artistic License, the Netscape Public License, the Sun Community Source License (SCSL), and
the Sun Industry Standards License (SISL) or (b) any license to software that is considered “free” or “open source
software” by the Open Source Foundation or the Free Software Foundation.
“Order”
means any judgment, order, ruling, decision, writ, injunction, decree or arbitration award of any Governmental Entity.
“ordinary course of
business” means any action taken by the Company or any of its Subsidiaries in the ordinary course of the Company’s and
its Subsidiaries’ business consistent with past practice.
“Outside Date”
means the Initial Outside Date, the First Extended Outside Date or the Final Extended Outside Date, as applicable.
“Parent Material Adverse
Effect” means any Effect that prevents or materially impairs or delays the consummation of the Merger or performance by Parent
or Merger Sub of any of their material obligations under this Agreement.
“Permitted Liens”
means (a) Liens for Taxes not yet due and payable or that are being contested in good faith by appropriate Proceedings and that
are adequately reserved for in the applicable financial statements of the Company in accordance with GAAP, (b) Liens in favor of
landlords, vendors, carriers, warehousemen, repairmen, mechanics, workmen, materialmen, construction or similar liens or encumbrances
arising by operation of Law in the ordinary course of business for amounts not yet due and payable and that do not, individually or in
the aggregate, materially impair or interfere with the use of the assets or otherwise materially impair business operations as presently
conducted, (c) non-exclusive licenses of Intellectual Property granted in the ordinary course of business, (d) (i) matters
of records that do not secure indebtedness otherwise prohibited hereunder and that do not materially impair or interfere with from the
use of the Company Real Property to which they relate as presently used, (ii) Liens that would be disclosed by a current, accurate
survey or physical inspection of such real property, (iii) applicable building, zoning and land use regulations, and (iv) other
imperfections or irregularities in title, charges, restrictions and other encumbrances or similar Liens that do not materially detract
from the use of the Company Real Property to which they relate, (e) Liens incurred in the ordinary course of business in connection
with any purchase money security interests, equipment leases or similar ordinary course financing arrangements that are not overdue,
(f) Liens that are rights of set-off, bankers’ liens or similar non-consensual Liens relating to deposit accounts or securities
accounts in favor of banks, other depositary institutions and securities intermediaries solely to secure payment of fees and similar
costs and expenses and arising in the ordinary course of business, (g) purported Liens evidenced by the filing of precautionary
UCC financing statements relating solely to operating leases or consignments of personal property entered into the ordinary course of
business, (h) Liens in favor of customs and revenue authorities arising as a matter of Law to secure payment of customs duties
in connection with the importation of goods in the ordinary course of business, (i) Liens pursuant to the Existing Credit Agreement
and (j) such other Liens which would not, individually or in the aggregate, interfere materially with the ordinary conduct of the
business of the Company and its Subsidiaries as currently conducted or materially detract from the use, occupancy, value or marketability
of the property affected by such Lien.
“Person”
means an individual, corporation, limited liability company, partnership, association, joint venture, trust, unincorporated organization,
other entity or form of business or group (as defined in Section 13(d) of the Exchange Act), including a Governmental Entity.
“Proceedings”
means all actions, suits, claims, litigation or proceedings, in each case, by or before any Governmental Entity.
“Proxy Statement”
means a proxy statement or similar disclosure document relating to the adoption and approval of this Agreement by the Company’s
stockholders.
“Release”
means disposing, discharging, injecting, spilling, leaking, pumping, pouring, leaching, dumping, migrating, emitting, escaping or emptying
into or upon the indoor or outdoor environment, including any soil, sediment, subsurface strata, surface water, groundwater, ambient
air, the atmosphere or any other media.
“Representatives”
means, with respect to a Person, such Person’s directors, officers, employees, accountants, consultants, legal counsel, investment
bankers, advisors, agents, financing sources and other representatives.
“Retained Subsidiary”
means a Subsidiary of the Company that is not the subject of any Contract that provides for such Subsidiary to be sold to any Person.
“SEC” means
the U.S. Securities and Exchange Commission.
“Securities Act”
means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.
“Subsidiary”
of Parent, the Company or any other Person means any Person of which Parent, the Company or such other Person, as the case may be (either
alone or through or together with any other Subsidiary), owns, directly or indirectly, a majority of the capital stock or other Equity
Interests the holders of which are generally entitled to vote for the election of the board of directors or other governing body of such
Person, or otherwise owns, directly or indirectly, such capital stock or other Equity Interests that would confer control of any such
Person, or any Person that would otherwise be deemed a “subsidiary” under Rule 12b-2 promulgated under the Exchange
Act.
“Tax Return”
means any report, return (including any information return), claim for refund, election, estimated tax filing or declaration filed or
required to be filed with a Governmental Entity in connection with the determination, assessment or collection of any Tax, including
any schedule or attachment thereto, and including any amendment thereof.
“Taxes”
means any taxes (including assessments, fees, levies and other governmental charges in the nature of a tax) imposed by any Governmental
Entity, including income, gross receipts, profits, sales, use, occupation, value added, ad valorem, transfer, franchise, withholding,
payroll, employment, capital, goods and services, environmental, unemployment, social security, stamp, custom, excise, real or personal
property, alternative or add-on minimum or estimated taxes, together with any interest, penalty or addition thereto.
“Third Party”
shall mean any Person other than Parent, Merger Sub and their respective affiliates and Representatives.
“Treasury Regulations”
means the final or temporary regulations promulgated under the Code by the U.S. Department of the Treasury.
“Willful and Material
Breach” means with respect to any material breach of a covenant or other agreement, that the breaching party intentionally
took or failed to take action with Knowledge that the action so taken or omitted to be taken constituted a material breach of such covenant
or agreement.
8.5 Terms
Defined Elsewhere. The following terms are defined elsewhere in this Agreement, as indicated below:
“2021 Plan” |
Section 3.2(a) |
|
|
“2024 Capital Expenditure Budget” |
Section 5.1(L) |
|
|
“Acquisition Proposal” |
Section 5.3(h)(i) |
|
|
“Agreement” |
Preamble |
|
|
“Annual Bonus Program” |
Section 5.8(b) |
|
|
“Anticorruption Laws” |
Section 3.9(c) |
|
|
“Assumed Restricted Stock Unit Award” |
Section 2.4(b) |
|
|
“Book-Entry Shares” |
Section 2.2(b)(ii) |
|
|
“Burdensome Condition” |
Section 5.5(c) |
|
|
“Business Data” |
Section 3.17(g) |
|
|
“Certificate of Merger” |
Section 1.2 |
|
|
“Certificates” |
Section 2.2(b)(i) |
|
|
“Change of Board Recommendation” |
Section 5.3(a) |
“Change of Control Refinancing” |
Section 5.17(a) |
|
|
“Closing” |
Section 1.2 |
|
|
“Closing Date” |
Section 1.2 |
|
|
“Company” |
Preamble |
|
|
“Company 401(k) Plan” |
Section 5.8(g) |
|
|
“Company Benefit Plan” |
Section 3.11(a) |
|
|
“Company Board” |
Recitals |
|
|
“Company Board Recommendation” |
Section 3.3(b) |
|
|
“Company Bylaws” |
Section 3.1 |
|
|
“Company Charter” |
Section 3.1 |
|
|
“Company Disclosure Schedule” |
Article 3 |
|
|
“Company Equity Plans” |
Section 3.2(a) |
|
|
“Company ESPP” |
Section 2.4(e) |
|
|
“Company Lease Agreement” |
Section 3.16(a)(iv) |
|
|
“Company Leased Real Property” |
Section 3.14(b) |
|
|
“Company Material Contracts” |
Section 3.16(b) |
|
|
“Company Meeting” |
Section 5.4(b) |
|
|
“Company Option” |
Section 2.4(a) |
|
|
“Company Owned Real Property” |
Section 3.14(a) |
|
|
“Company Preferred Stock” |
Section 3.2(a) |
|
|
“Company Real Property” |
Section 3.14(c) |
|
|
“Company Registered Intellectual Property” |
Section 3.17(a) |
|
|
“Company Related Party” |
Section 7.3(f) |
|
|
“Company RSU” |
Section 2.4(a) |
“Company SEC Documents” |
Section 3.5(a) |
|
|
“Company SEC Financial Statements” |
Section 3.5(c) |
|
|
“Company Stockholder Approval” |
Section 3.3(c) |
|
|
“Company Termination Fee” |
Section 7.3 |
|
|
“Confidentiality Agreement” |
Section 5.2(b) |
|
|
“Continuing Employee” |
Section 5.8(a) |
|
|
“D&O Insurance” |
Section 5.9(c) |
|
|
“Debt Tender Offer” |
Section 5.17(a) |
|
|
“DGCL” |
Recitals |
|
|
“Dissenting Shares” |
Section 2.3 |
|
|
“Effect” |
Section 8.4 |
|
|
“Effective Time” |
Section 1.2 |
|
|
“ERISA Effective Date” |
Section 5.8(g) |
|
|
“Extended Outside Date” |
Section 7.1(d) |
|
|
“Final Exercise Date” |
Section 2.4(e) |
|
|
“Final Offering Periods” |
Section 2.4(e) |
|
|
“Foreign Benefit Plan” |
Section 3.11(c) |
|
|
“Indemnification Agreement” |
Section 5.9(a) |
|
|
“Indemnitee” |
Section 5.9(a) |
|
|
“Initial Outside Date” |
Section 7.1(d) |
|
|
“Intervening Event” |
Section 5.3(h)(ii) |
|
|
“IOC Exceptions” |
Section 5.1 |
|
|
“IT Systems” |
Section 3.17(f) |
|
|
“Labor Contract” |
Section 3.12(a) |
“Malicious Code” |
Section 3.17(f) |
|
|
“Merger” |
Recitals |
|
|
“Merger Consideration” |
Section 2.1(a) |
|
|
“Merger Sub” |
Preamble |
|
|
“Money Laundering Laws” |
Section 3.9(g) |
|
|
“Multiemployer Plan” |
Section 3.11(e) |
|
|
“Non-Continuing Employee” |
Section 2.4(b) |
|
|
“Notice Period” |
Section 5.3(e)(i) |
|
|
“OFAC” |
Section 3.9(f) |
|
|
“Parent” |
Preamble |
|
|
“Parent Board” |
Recitals |
|
|
“Parent Disclosure Schedule” |
Article 4 |
|
|
“Parent Related Party” |
Section 7.3 |
|
|
“Parent Subsidiary” |
Section 4.3(a) |
|
|
“Parent Termination Fee” |
Section 7.3 |
|
|
“Paying Agent” |
Section 2.2(a) |
|
|
“Permits” |
Section 3.10 |
|
|
“Proposed Changed Terms” |
Section 5.3(e)(iii) |
|
|
“Retention Program” |
Section 5.8(f) |
|
|
“Sanctions” |
Section 3.9(f) |
|
|
“Service Provider” |
Section 3.11(a) |
|
|
“Shares” |
Recitals |
|
|
“Specified Law” |
Section 6.1(b) |
|
|
“Superior Proposal” |
Section 5.3(h)(iii) |
|
|
“Surviving Corporation” |
Section 1.1(a) |
|
|
“Transactions” |
Section 1.1(a) |
8.6 Headings.
The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation
of this Agreement.
8.7 Severability.
If any term or other provision (or part thereof) of this Agreement is determined by a court of competent jurisdiction to be invalid,
illegal or incapable of being enforced by any rule of Law or public policy, all other terms, conditions and provisions of this
Agreement (or parts thereof) shall nevertheless remain in full force and effect so long as the economic or legal substance of the Transactions
is not affected in any manner materially adverse to any party. Upon such determination that any term or other provision (or part thereof)
is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to
effect the original intent of the parties as closely as possible to the fullest extent permitted by applicable Law and in an acceptable
manner to the end that the Transactions are fulfilled to the extent possible.
8.8 Entire
Agreement. This Agreement and the Confidentiality Agreement constitute the entire agreement of the parties and supersede all prior
agreements and undertakings, both written and oral, among the parties, or any of them, with respect to the subject matter hereof and,
except as otherwise expressly provided herein or therein, are not intended to confer upon any other Person any rights or remedies hereunder
or thereunder. Exhibits and Schedules annexed hereto or referred to hereby, including Exhibit A and Exhibit B
hereto, are “facts ascertainable” as such term is used in Section 251(b) of the DGCL and, except as otherwise
expressly provided herein, are not a part of this Agreement.
8.9 Assignment.
Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto, in whole
or in part (whether by operation of law or otherwise), without the prior written consent of each of the other parties, and any attempt
to make any such assignment without such consent shall be null and void, except that Parent or Merger Sub may transfer or assign its
rights and obligations under this Agreement, in whole or from time to time in part, to one or more of its affiliates at any time and,
after the Effective Time, to any Person; provided that such transfer or assignment shall not relieve Parent or Merger Sub of its
obligations hereunder. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of and be enforceable
by the parties and their respective successors and permitted assigns.
8.10 No
Third Party Beneficiaries. This Agreement shall be binding upon and inure solely to the benefit of the parties and their respective
successors and permitted assigns, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person
any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement, except (a) as set forth in or contemplated
by the terms and provisions of Section 5.9 (with respect to which the Indemnitees shall be third party beneficiaries), (b) as
set forth in or contemplated by the terms and provisions of Section 7.3(f) and Section 7.3(g) (with
respect to Company Related Parties and Parent Related Parties), (c) from and after the Effective Time, the rights of holders of
Shares, Company Options and Company RSUs to receive the consideration set forth in this Agreement, (d) as set forth in or contemplated
by the terms and provisions of Section 8.15 with respect to the Financing Sources and the Financing Related Parties (who
shall be entitled to enforce such provision directly), or (e) prior to the Effective Time, for the right of the Company, on its
own behalf and on behalf of the holders of Shares, Company Options and Company RSUs, to pursue damages in accordance with this Agreement
(which may include, among other things, and the benefit of the bargain lost by such holders) in the event of a Willful and Material Breach
hereof by Parent or Merger Sub of this Agreement, it being agreed that in no event shall any such holder be deemed to be a third party
beneficiary of this Agreement or otherwise be entitled to enforce any of their rights, or any of Parent’s or Merger Sub’s
obligations, under this Agreement in the event of any breach, but rather the Company shall have the sole and exclusive right, to the
fullest extent permitted by Law, to do so as agent for such holders.
8.11 Mutual
Drafting; Interpretation. Each party has participated in the drafting of this Agreement, which each party acknowledges is the result
of extensive negotiations between the parties. If an ambiguity or question of intent or interpretation arises, this Agreement shall be
construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by
virtue of the authorship of any provision. For purposes of this Agreement, whenever the context requires: the singular number shall include
the plural, and vice versa; the masculine gender shall include the feminine and neuter genders; the feminine gender shall include the
masculine and neuter genders; and the neuter gender shall include masculine and feminine genders. As used in this Agreement, the words
“include” and “including,” and variations thereof, shall not be deemed to be terms of limitation, but rather
shall be deemed to be followed by the words “without limitation.” As used in this Agreement, references to a “party”
or the “parties” are intended to refer to a party to this Agreement or the parties to this Agreement, unless the context
requires otherwise. The words “made available to Parent” and words of similar import refer to documents (a) posted
to the data room maintained by the Company or its Representatives in connection with the transactions contemplated by this Agreement,
(b) delivered in person or electronically to Parent, Merger Sub or any of their respective Representatives or (c) that are
publicly available in the Electronic Data Gathering, Analysis and Retrieval (EDGAR) database of the SEC, in each case, at least one (1) Business
Day prior to the date of this Agreement. Except as otherwise indicated, all references in this Agreement to “Sections,” “Exhibits,”
“Annexes” and “Schedules” are intended to refer to Sections of this Agreement and Exhibits, Annexes and Schedules
to this Agreement. All references in this Agreement to “$” are intended to refer to U.S. dollars. Unless otherwise specifically
provided for herein, the term “or” shall not be deemed to be exclusive.
8.12 Governing
Law; Consent to Jurisdiction; Waiver of Trial by Jury.
(a) This
Agreement and all claims and causes of action arising in connection herewith shall be governed by, and construed in accordance with,
the Laws of the State of Delaware, without regard to Laws that may be applicable under conflicts of laws principles (whether of the State
of Delaware or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of Delaware.
(b) Each
of the parties hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Court
of Chancery of the State of Delaware, or, in the event such court does not have jurisdiction, any Federal court of the United States
of America, sitting in Delaware, and any appellate court from any thereof, in any Proceeding arising out of or relating to this Agreement
or the Transactions, and each of the parties hereby irrevocably and unconditionally (i) agrees not to commence any such Proceeding
except in such courts, (ii) agrees that any claim in respect of any such Proceeding may be heard and determined in such Delaware
State court or, to the extent permitted by Law, in such Federal court, (iii) waives, to the fullest extent it may legally and effectively
do so, any objection which it may now or hereafter have to the laying of venue of any such Proceeding in any such Delaware State or Federal
court, and (iv) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such
Proceeding in any such Delaware State or Federal court. Each of the parties agrees that a final judgment in any such Proceeding shall
be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each party to
this Agreement irrevocably consents to service of process in the manner provided for notices in Section 8.3. Nothing in
this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by Law.
(c) EACH
PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT
ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY
PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT AND ANY OF THE AGREEMENTS DELIVERED IN CONNECTION HEREWITH
OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT OR
ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION,
SEEK TO ENFORCE EITHER OF SUCH WAIVERS, (II) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVERS, (III) IT
MAKES SUCH WAIVERS VOLUNTARILY AND (IV) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS
AND CERTIFICATIONS IN THIS SECTION 8.12(c).
8.13 Counterparts.
This Agreement may be signed in any number of counterparts, including by facsimile or other electronic transmission each of which shall
be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement shall become
effective when each party hereto shall have received a counterpart hereof signed by all of the other parties hereto. Until and unless
each party has received a counterpart hereof signed by the other party hereto, this Agreement shall have no effect and no party shall
have any right or obligation hereunder (whether by virtue of any other oral or written agreement or other communication). The exchange
of a fully executed Agreement (in counterparts or otherwise) by electronic transmission in .PDF, .tif, .jpg or similar format or by facsimile
shall be sufficient to bind the parties to the terms and conditions of this Agreement.
8.14 Specific
Performance. The parties hereto agree that if any of the provisions of this Agreement were not performed in accordance with their
specific terms or were otherwise breached, irreparable damage would occur, no adequate remedy at Law would exist and damages would be
difficult to determine, and accordingly, (a) the parties shall be entitled to an injunction or injunctions to prevent breaches
of this Agreement and to specific performance of the terms hereof, this being in addition to any other remedy to which they are entitled
at Law or in equity, (b) the parties waive any requirement for the securing or posting of any bond in connection with the obtaining
of any specific performance or injunctive relief and (c) the parties will waive, in any action for specific performance, the defense
of adequacy of a remedy at Law. The Company’s or Parent’s pursuit of specific performance at any time will not be deemed
an election of remedies or waiver of the right to pursue any other right or remedy to which such party may be entitled, including the
right to pursue remedies for liabilities or damages incurred or suffered by the other party in the case of a breach of this Agreement
involving a Willful and Material Breach.
8.15 Financing
Provisions. Notwithstanding anything in this Agreement to the contrary, the Company on behalf of itself and, to the extent permitted
by Law, each of its controlled affiliates and Representatives acting on its behalf hereby: (a) agrees that any proceeding, whether
in law or in equity, whether in contract or in tort or otherwise, involving any Financing Source or any Financing Related Party, arising
out of or relating to, this Agreement, the Debt Financing or any of the agreements (including the Debt Commitment Letter) entered into
in connection with the Debt Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder
shall be subject to the exclusive jurisdiction of any federal or state court in the Borough of Manhattan, New York, New York and any
appellate court thereof and each party hereto irrevocably submits itself and its property with respect to any such proceeding to the
exclusive jurisdiction of such court, (b) agrees that any such proceeding shall be governed by the laws of the State of New York
(without giving effect to any conflicts of law principles that would result in the application of the laws of another state), (c) agrees
not to bring or support or permit any of its controlled affiliates or Representatives acting on its behalf to bring or support any proceeding
of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any Financing Source or
any Financing Related Party in any way arising out of or relating to, this Agreement, the Debt Financing, the Debt Commitment Letter
or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any federal
or state court in the Borough of Manhattan, New York, New York, (d) agrees that service of process upon the Company in any such
proceeding shall be effective if notice is given in accordance with Section 8.3, (e) irrevocably waives, to the fullest
extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such proceeding in any such court, (f) knowingly,
intentionally and voluntarily waives to the fullest extent permitted by applicable law trial by jury in any proceeding brought against
the Financing Sources and the Financing Related Parties in any way arising out of or relating to, this Agreement, the Debt Financing,
the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, (g) agrees
that none of the Financing Sources or Financing Related Parties will have any liability to the Company or any of its controlled affiliates
or Representatives relating to or arising out of this Agreement, the Debt Financing, the Debt Commitment Letter or any of the transactions
contemplated hereby or thereby or the performance of any services thereunder, whether in law or in equity, whether in contract or in
tort or otherwise and (h) agrees that the Financing Sources and Financing Related Parties are express third-party beneficiaries
of, and may enforce, any of the provisions of this Section 8.15, and that such provisions shall not be amended in any way
adverse to the Financing Sources or the Financing Related Parties without the prior written consent of the Financing Sources party to
the Debt Commitment Letter. Notwithstanding the foregoing, nothing in this Section 8.15 shall in any way limit or modify
the obligations of any Financing Source or Financing Related Party to Parent under the Debt Commitment Letter or the rights of Parent
against the Financing Sources and Financing Related Parties with respect to the Debt Financing or any of the transactions contemplated
thereby or any services thereunder following the Closing Date.
[Signature page follows]
IN WITNESS WHEREOF, Parent, Merger Sub and the Company have caused
this Agreement to be executed as of the date first written above by their respective officers or managers thereunto duly authorized.
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Parent: |
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WASTE MANAGEMENT, INC. |
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By: |
/s/ Charles C. Boettcher |
|
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Name: |
Charles C. Boettcher |
|
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Title: |
Executive Vice President, Corporate |
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Development and Chief Legal Officer |
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Merger Sub: |
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Stag Merger Sub Inc. |
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By: |
/s/ Mark A. Lockett |
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Name: |
Mark A. Lockett |
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Title: |
President |
[Signature Page to Agreement and Plan of Merger]
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The Company: |
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STERICYCLE, INC. |
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By: |
/s/ Cindy J. Miller |
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Name: |
Cindy J. Miller |
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Title: |
Chief Executive Officer |
[Signature Page to Agreement and Plan of
Merger]
Exhibit A
FORM OF
CERTIFICATE OF INCORPORATION
OF SURVIVING CORPORATION
Exhibit B
FORM OF BYLAWS
OF SURVIVING CORPORATION
Exhibit 99.1
For
Immediate Release
WM
to Acquire Stericycle, a Leader in Medical Waste Services, for $7.2 Billion
Expands WM’s
Comprehensive Environmental Solutions in the Growing Healthcare Market While
Advancing WM’s
Sustainability Commitments
|
| · | Provides
a complementary business platform in the healthcare market, a sector with attractive near-
and long-term growth dynamics |
| · | Positions
WM to offer customers the opportunity to partner with a single service provider with a comprehensive
suite of environmental solutions |
| · | Builds
on WM’s sustainability commitments to help communities thrive by offering customers
a partner with leading, comprehensive service offerings focused on promoting healthy and
safe communities |
| · | Leverages
WM’s expertise in logistics and technology-enabled cost optimization, as well as its
leading waste disposal network to deliver more than $125 million of projected annual synergies |
| · | Synergy
realization expected to result in a post-synergy transaction multiple well below WM's current
trading multiple |
| · | Expected
to be accretive to WM’s earnings and cash flow within one year of close |
| · | Both
WM and Stericycle remain confident in the strength of their businesses and expect to achieve
previously announced full-year guidance, excluding the impacts of any transaction-related
costs |
HOUSTON
and BANNOCKBURN, Ill. – June 3, 2024 – Waste Management, Inc. (NYSE: WM) and Stericycle
(NASDAQ: SRCL) announced today that they have entered into a definitive agreement under which WM will acquire all outstanding shares
of Stericycle for $62.00 per share in cash, representing a total enterprise value of approximately $7.2 billion when including approximately
$1.4 billion of Stericycle’s net debt. The per share price represents a premium of 24% to Stericycle’s 60-day volume weighted
average price as of May 23, 2024, which was the last trading day before an article reported that Stericycle was considering a potential
sale.
Stericycle is a
premier provider of regulated medical waste and compliance services as well as secure information destruction services.
“At WM, we
are committed to maximizing value for all our stakeholders by providing a comprehensive suite of environmental solutions to the market.
The acquisition of Stericycle is a significant step in advancing this commitment because it broadens the scope of our service offerings,
bringing together the leader in solid waste and a premier company in regulated medical waste services,” said Jim Fish, President
and Chief Executive Officer of WM. “We have a proven track record of integrating and optimizing acquired businesses that benefit
our customers and employees and deliver a strong return on investment for our shareholders. We look forward to working with the Stericycle
team to capture the strategic, customer service, environmental, and financial benefits of this acquisition.”
FOR MORE INFORMATION
WM
Website
www.wm.com
Analysts
Ed Egl
713.265.1656
eegl@wm.com
Media
Toni Werner
media@wm.com
Stericycle
Website
investors.stericycle.com
Analysts
847.607.2012
stericycleIR@stericycle.com
Media
847.964.2288
media@stericycle.com
“Our sustained
focus and commitment to transforming our business over the past five years has uniquely positioned Stericycle for this transaction, which
creates significant value for shareholders, unlocks new opportunities to deliver diversified services to customers, and supports investment
in the growth and development of our team members,” said Cindy J. Miller, Stericycle’s President and Chief Executive Officer.
“As customers seek to manage a greater volume and variety of materials in a safe, responsible, and sustainable way, Stericycle’s
knowledge and expertise in regulated medical waste and secure information destruction are compelling additions to WM’s broad portfolio
of environmental solutions. We are proud of all that we’ve accomplished to shape a healthier and safer world and look forward to
our future as part of WM.”
Compelling
Strategic and Financial Benefits
The acquisition
advances WM’s growth strategy, underscores the importance of executing on its sustainability initiatives, and aligns with the Company’s
financial goals, including growth in operating EBITDA and cash flow. Specifically, WM expects the addition of Stericycle to:
| · | Expand
WM’s already extensive environmental service offerings. The acquisition of Stericycle
adds a leading platform of differentiated assets in the attractive medical waste and secure
information destruction industries to WM’s suite of environmental solutions. Given
the growth outlook for healthcare services in North America, WM expects this business to
deliver revenue growth that surpasses the strong fundamentals of its core solid waste business. |
| · | Continue
its commitment to comprehensive, sustainable waste solutions. This acquisition allows
WM to further its unparalleled investment in growing North America’s recycling infrastructure
and enhance the environmental value of Stericycle’s secure information destruction
business. |
| · | Strengthen
the foundation for sustainable long-term growth as a comprehensive service provider.
The acquisition will bring together talented and dedicated employees who are passionate about
managing the environmental needs of customers and communities with outstanding service and
a commitment to safety. Integrating Stericycle into WM adds a top-tier operator in the healthcare
and secure information destruction sectors – providing customers the option of partnering
with a single, trusted provider known for safety, compliance and environmental stewardship
to solve their diverse waste management needs. |
| · | Create
significant synergies and grow WM’s earnings and cash flows. WM expects the transaction
to generate more than $125 million in annual run-rate synergies. These synergy opportunities
are driven by WM’s logistics expertise, its track record of using technology to optimize
operating and SG&A costs, and its industry-leading disposal asset network. The Stericycle
acquisition is expected to be accretive to WM’s earnings and cash flows within one
year of close. |
| · | Support
WM’s capital allocation priorities. WM’s strong balance sheet and significant
cash flow generation position it well to fund the acquisition. In 2024, WM’s operating
cash flow will continue to be directed to organic growth investments in WM’s recycling
and renewable energy businesses, capital expenditures to support its base business, dividend
payments, and acquisitions. The Stericycle acquisition will enhance WM’s cash flow
growth and support its commitment to grow shareholder returns. WM currently expects to achieve
targeted leverage and return to normal run-rate share repurchases within 18 months of the
acquisition’s close. |
Financing
The transaction
is not subject to a financing condition. WM intends to finance the transaction using a combination of bank debt and senior notes.
In the near term,
following completion of the transaction, WM expects a net debt-to-EBITDA ratio of approximately 3.4x. The Company has a long-standing
commitment to a strong balance sheet and solid investment grade credit profile and expects its prudent approach to capital allocation,
including a temporary suspension of share repurchases, to position it to achieve a leverage ratio within its targeted net debt-to-EBITDA
range of 2.75x to 3.0x approximately 18 months after closing the transaction.
Timing and
Approvals
The
transaction, which was unanimously approved by the boards of directors of both companies, is expected
to close as early as the fourth quarter of 2024, subject to the satisfaction of customary closing conditions, including regulatory approvals
and approval by a majority of the holders of Stericycle’s outstanding common shares.
Advisors
Centerview Partners
LLC is serving as exclusive financial advisor to WM, and Vinson & Elkins L.L.P. and Baker Botts L.L.P. are serving as WM’s
legal counsel. BofA Securities is serving as exclusive financial advisor to Stericycle, and Latham & Watkins LLP is serving as Stericycle’s
legal counsel.
about
WM
WM
(WM.com) is North America's leading
provider of comprehensive environmental solutions. Previously known as Waste Management and based in Houston, Texas, WM is driven
by commitments to put people first and achieve success with integrity. The company, through its subsidiaries, provides collection, recycling
and disposal services to millions of residential, commercial, industrial and municipal customers throughout the U.S. and Canada.
With innovative infrastructure and capabilities in recycling, organics and renewable energy, WM provides environmental solutions to and
collaborates with its customers in helping them achieve their sustainability goals. WM has the largest disposal network and collection
fleet in North America, is the largest recycler of post-consumer materials and is the leader in beneficial use of landfill gas,
with a growing network of renewable natural gas plants and the most landfill gas-to-electricity plants in North America. WM's fleet
includes more than 12,000 natural gas trucks – the largest heavy-duty natural gas truck fleet of its kind in North America.
To learn more about WM and the company's sustainability progress and solutions, visit Sustainability.WM.com.
About
Stericycle
Stericycle is a
U.S. based business-to-business services company and a leading provider of compliance-based solutions that protect people and brands,
promote health and well-being and safeguard the environment. Stericycle serves customers in North America and Europe with solutions for
regulated waste and compliance services and secure information destruction. For more information about Stericycle, please visit Stericycle.com.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING
STATEMENTS
This press release
contains “forward-looking statements” within the meaning of the U.S. federal securities laws about WM, Stericycle and the
proposed acquisition, including but not limited to all statements about the timing and approvals of the proposed acquisition; ability
to consummate and finance the acquisition; method of financing the acquisition; integration of the acquisition; future operations or
benefits; future capital allocation; future business and financial performance of WM and Stericycle and the ability to achieve full year
financial guidance; future leverage ratio; future share repurchases; and all outcomes of the proposed acquisition, including synergies,
cost savings, and impact on earnings, cash flow growth, return on capital, shareholder returns, and strength of the balance sheet, which
are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Words such as “expect,”
“likely,” “outlook,” “forecast,” “preliminary,” “would,” “could,”
“should,” “can,” “will,” “project,” “intend,” “plan,” “goal,”
“guidance,” “target,” “continue,” “sustain, “ “synergy,” “on track,”
“believe,” “seek,” “estimate,” “anticipate,” “may,” “possible,”
“assume,” and variations of such words and similar expressions are intended to identify such forward-looking statements.
You should view these statements with caution and should not place undue reliance on such statements. They are based on the facts and
circumstances known to WM and Stericycle (as the case may be) as of the date the statements are made. These forward-looking statements
are subject to risks and uncertainties that could cause actual results to be materially different from those set forth in such forward-looking
statements, including but not limited to, general economic and capital market conditions; global geopolitical conditions, including increased
costs, social and commercial disruption, service reductions and other adverse effects on business, financial condition, results of operations
and cash flows; the effects that the announcement or pendency of the merger may have on WM, Stericycle, their respective business and
their ability to retain and hire key personnel and maintain relationships with customers, suppliers and others with whom they do business;
inability to obtain required regulatory or government approvals or to obtain such approvals on satisfactory conditions; inability to
obtain stockholder approval or satisfy other closing conditions; inability to obtain financing; the occurrence of any event, change or
other circumstance that could give rise to the termination of the definitive agreement; the effects that any termination of the definitive
agreement may have on Stericycle or its business; legal proceedings that may be instituted related to the proposed acquisition; significant
and unexpected costs, charges or expenses related to the proposed acquisition; failure to successfully integrate the acquisition, realize
anticipated synergies or obtain the results anticipated; and other risks and uncertainties described in WM’s and Stericycle’s
filings with the SEC, including Part I, Item 1A of each company’s most recently filed Annual Report on Form 10-K, and subsequent
reports on From 10-Q, which are incorporated herein by reference, and in other documents that WM or Stericycle file or furnish with the
SEC. Except to the extent required by law, neither WM nor Stericycle assume any obligation to update any forward-looking statement, including
financial estimates and forecasts, whether as a result of new information, future events, circumstances or developments or otherwise.
NON-GAAP FINANCIAL MEASURES
For purposes of
the pro forma leverage ratio, all terms used in that calculation, including EBITDA, are defined in WM’s Revolving Credit Agreement
filed with the SEC on Form 8-K on May 8, 2024.
ADDITIONAL INFORMATION AND WHERE
TO FIND IT
This
communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote
or approval. This communication may be deemed to be solicitation material in respect of the proposed merger between a subsidiary of WM
and Stericycle. Stericycle intends to file with the SEC a proxy statement and other relevant documents in connection with a special meeting
of the Stericycle stockholders for purposes of obtaining stockholder approval of the proposed transaction. The definitive proxy statement
will be sent or given to Stericycle stockholders and will contain important information about the contemplated transaction. INVESTORS
AND STOCKHOLDERS OF Stericycle ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT AND OTHER RELEVANT MATERIALS FILED WITH THE SEC CAREFULLY
AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT STERICYCLE AND THE PROPOSED TRANSACTION.
Investors and stockholders may obtain a free copy of the proxy statement (when it is available) and other documents filed with the SEC
at the SEC’s website at www.sec.gov or from Stericycle at its website at investors.Stericycle.com.
CERTAIN INFORMATION CONCERNING PARTICIPANTS
Stericycle and
its respective directors, executive officers and other members of management and employees may be deemed to be participants in the solicitation
of proxies from Stericycle stockholders in connection with the contemplated transaction. Information regarding the persons who may, under
the rules of the SEC, be considered to be participants in the solicitation of Stericycle’s stockholders in connection with the
proposed transaction will be set forth in Stericycle’s definitive proxy statement for its stockholder meeting at which the proposed
transaction will be submitted for approval by Stericycle’s stockholders. You may also find additional information about Stericycle’s
directors and executive officers in Stericycle’s Annual Report on Form 10-K for the fiscal year ended December 31,
2023, which was filed with the SEC on February 28, 2024, in Stericycle’s proxy statement for its 2024 Annual Meeting of Stockholders,
which was filed with the SEC on April 5, 2024, and in subsequently filed Current Reports on Form 8-K and Quarterly Reports
on Form 10-Q.
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Waste Management (NYSE:WM)
과거 데이터 주식 차트
부터 5월(5) 2024 으로 6월(6) 2024
Waste Management (NYSE:WM)
과거 데이터 주식 차트
부터 6월(6) 2023 으로 6월(6) 2024