Voting Agreement terminates upon the earliest to occur of (i) the Effective Time, (ii) an amendment of the Merger Agreement which, among other things, alters or changes the amount or
kind of Merger Consideration or otherwise would require further approval of the Companys stockholders under applicable law, (iii) the termination of the Merger Agreement in accordance with its terms prior to the Effective Time,
(iv) the occurrence of an Adverse Recommendation Change in response to an Intervening Event (in each case, as defined in the Merger Agreement), or (v) the mutual agreement of Parent and the Key Stockholder to terminate the Voting
Agreement.
The Merger Agreement includes customary representations, warranties and covenants of the Company made solely for the benefit
of Parent and Merger Sub. The assertions embodied in those representations and warranties were made solely for purposes of allocating risk among the Company, Parent, and Merger Sub rather than establishing matters of fact and may be subject to
important qualifications and limitations agreed to by the Company, Parent, and Merger Sub in connection with the negotiated terms. Moreover, some of those representations and warranties may not be accurate or complete as of any specified date, may
be subject to a contractual standard of materiality different from those generally applicable to the Companys filings with the U.S. Securities and Exchange Commission (the
SEC
) or may have been used for purposes of
allocating risk among the Company, Parent, and Merger Sub rather than establishing matters as facts. Investors should not rely on the representations, warranties and covenants or any description thereof as characterizations of the actual state of
facts of the Company or any of its subsidiaries or affiliates.
If the Merger is consummated, the Common Stock will be delisted from
Nasdaq and deregistered under the Securities Exchange Act of 1934.
This summary of the principal terms of the Merger Agreement, a copy of
which is filed as
Exhibit 2.1
, and incorporated herein by reference, is intended to provide information regarding the terms of the Merger Agreement and are not intended to modify or supplement any factual disclosures about the Company in its
public reports filed with the SEC. In particular, the Merger Agreement and related summary are not intended to be, and should not be relied upon as, disclosures regarding any facts and circumstances relating to the Company.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Adoption of the Bojangles, Inc. Retention Bonus Plan
Concurrently with the execution of the Merger Agreement, on November 5, 2018, the Company adopted the Bojangles, Inc. Retention
Bonus Plan (the
Retention Plan
). The purpose of the Retention Plan is to retain certain key employees through and following the consummation of the Merger.
Under the Retention Plan and the related individual retention award agreements (the
Award Agreements
), certain selected
employees of the Company, including M. John Jordan, the Companys Senior Vice President of Finance, Chief Financial Officer and Treasurer and Laura Roberts, the Companys Vice President, General Counsel, Secretary and Compliance Officer,
are eligible to receive a specified cash bonus (the
Retention Bonus
) in two installments. Fifty percent (50%) of the Retention Bonus will be payable at the Closing and
6