SUNWORKS, INC. (NASDAQ:SUNW) Files An 8-K Entry into a Material Definitive Agreement
Sunworks, Inc. Exhibit
EX-2.1 2 ex2-1.htm Exhibit 2.1 TABLE OF CONTENTS ARTICLE I THE MERGER 7 Section 1.01 The Merger. 7 Section 1.02 Closing. 7 Section 1.03 Effective Time. 7 Section 1.04 Effects of the Merger. 7 Section 1.05 Certificate of Incorporation; By-Laws. 8 Section 1.06 Directors and Officers. 8 ARTICLE II EFFECT OF THE MERGER ON CAPITAL STOCK; EXCHANGE OF CERTIFICATES 8 Section 2.01 Effect of the Merger on Capital Stock. 8 Section 2.02 Exchange Procedures. 8 Section 2.03 Adjustments. 11 Section 2.04 Withholding Rights. 11 Section 2.05 Lost Certificates. 11 Section 2.06 Treatment of Stock Options and Other Stock-Based Compensation. 11 Section 2.07 Tax Treatment. 12 ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE COMPANY 12 Section 3.01 Organization; Standing and Power; Charter Documents; Subsidiaries. 12 Section 3.02 Capital Structure. 13 Section 3.03 Authority; Non-Contravention; Governmental Consents; Board Approval; Anti-Takeover Statutes. 15 Section 3.04 SEC Filings; Financial Statements; Sarbanes-Oxley Act Compliance; Undisclosed Liabilities; Off-Balance Sheet Arrangements. 17 Section 3.05 Absence of Certain Changes or Events. 20 Section 3.06 Taxes. 20 Section 3.07 Intellectual Property. 22 Section 3.08 Compliance; Permits. 24 Section 3.09 Litigation. 24 Section 3.10 Brokers’ and Finders’ Fees. 24 Section 3.11 Related Person Transactions. 25 Section 3.12 Employee Matters. 25 Section 3.13 Real Property and Personal Property Matters. 29 Section 3.14 Environmental Matters. 30 Section 3.15 Material Contracts. 31 Section 3.16 Insurance. 32 Section 3.17 Information Supplied. 33 Section 3.18 Anti-Corruption Matters. 33 Section 3.19 Fairness Opinion. 34 Section 3.20 No Other Representations or Warranties. 34 Section 3.21 Access to Information; Disclaimer. 34 ARTICLE IV REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB 34 Section 4.01 Organization; Standing and Power; Charter Documents; Subsidiaries. 35 Section 4.02 Capital Structure. 36 Section 4.03 Authority; Non-Contravention; Governmental Consents; Board Approval. 37 Section 4.04 SEC Filings; Financial Statements; Undisclosed Liabilities. 39 Section 4.05 Absence of Certain Changes or Events. 42 Section 4.06 Taxes. 42 Section 4.07 Intellectual Property. 44 Section 4.08 Compliance; Permits. 45 Section 4.09 Litigation. 46 Section 4.10 Brokers. 46 Section 4.11 Related Person Transactions. 46 Section 4.12 Employee Matters. 46 Section 4.13 Real Property and Personal Property Matters. 50 Section 4.14 Environmental Matters. 51 Section 4.15 Material Contracts. 52 Section 4.16 Insurance. 54 Section 4.17 Information Supplied. 54 Section 4.18 Anti-Corruption Matters. 55 Section 4.19 Intenionally Omitted . 55 Section 4.20 Ownership of Company Common Stock. 55 Section 4.21 Intended Tax Treatment. 55 Section 4.22 Merger Sub. 55 Section 4.23 No Other Representations or Warranties. 55 Section 4.24 Access to Information; Disclaimer. 55 2 ARTICLE V COVENANTS 56 Section 5.01 Conduct of Business of the Company. 56 Section 5.02 Conduct of the Business of Parent. 59 Section 5.03 Access to Information; Confidentiality. 61 Section 5.04 No Solicitation. 62 Section 5.05 Preparation of Joint Proxy Statement and Form S-4. 65 Section 5.06 Company Stockholders Meeting. 67 Section 5.07 Parent Stockholders Meeting; Approval by Sole Stockholder of Merger Sub. 67 Section 5.08 Notices of Certain Events; Stockholder Litigation; No Effect on Disclosure Letters. 68 Section 5.09 Employees; Benefit Plans. 69 Section 5.10 Directors’ and Officers’ Indemnification and Insurance. 70 Section 5.11 Reasonable Best Efforts. 72 Section 5.12 Public Announcements. 73 Section 5.13 Anti-Takeover Statutes. 73 Section 5.14 Section 16 Matters. 73 Section 5.15 Stock Exchange Matters. 74 Section 5.16 Obligations of Merger Sub. 74 Section 5.17 Further Assurances. 74 Section 5.18 Transition. 74 Section 5.19 Authority During Wait Period. 75 Section 5.20 Management After Closing. 75 ARTICLE VI CONDITIONS 75 Section 6.01 Conditions to Each Party’s Obligation to Effect the Merger. 75 Section 6.02 Conditions to Obligations of Parent and Merger Sub. 76 Section 6.03 Conditions to Obligation of the Company. 76 ARTICLE VII TERMINATION,…
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About SUNWORKS, INC. (NASDAQ:SUNW)
Sunworks, Inc., formerly Solar3D, Inc., provides photo voltaic (PV) based power systems for the residential, commercial and agricultural markets in California and Nevada. The Company, through its operating subsidiaries, designs, arranges financing, integrates, installs and manages systems ranging in size from 2 kilowatt (KW) for residential loads to multi megawatts (MW) systems for larger commercial projects. The Company’s commercial installations include office buildings, manufacturing plants, warehouses and agricultural facilities, such as farms, wineries and dairies. The Company provides a range of installation services to its solar energy customers, including design, system engineering, procurement, permitting, construction, grid connection, warranty, system monitoring and maintenance. The Company has installed over 850 systems in California and Nevada.
