the absence of conflicts with, or violations of, laws or organizational or governing documents of Cowen and the absence of any conflicts with or defaults under agreements to which Cowen or any of its subsidiaries is a party, in each case as a result of Cowen executing, delivering and performing, or consummating the transactions contemplated by, the merger agreement;
consents or approvals of, or filings with, certain governmental authorities required in connection with entering into, or consummating the transactions contemplated by, the merger agreement;
Cowen’s and its subsidiaries’ filings with the SEC since January 1, 2020, and payment of fees and assessments in connection with such filings, and that no regulatory agency has initiated or has pending any proceeding or investigation into the business or operations of Cowen or any of its subsidiaries since January 1, 2020, and there is no unresolved violation or exception by any regulatory agency with respect to any report or statement relating to any examinations or inspections of Cowen or any of its subsidiaries and, since January 1, 2020, there have been no formal or informal inquiries by any regulatory agency with respect to the business, operations, policies or procedures of Cowen or any of its subsidiaries;
that the financial statements of Cowen and its subsidiaries included in the Cowen reports filed with the SEC since January 1, 2020, have been prepared from, and are in accordance with, books and records, fairly present the consolidated statements of income, consolidated statements of comprehensive income, consolidated statements of cash flows, consolidated statements of equity and consolidated statements of condition, complied with applicable accounting requirements and with the published rules and regulations of the SEC and have been prepared in accordance with GAAP consistently applied during the periods involved;
that no independent public accounting firm of Cowen has resigned (or informed Cowen that it is trueintends to resign) or been dismissed as independent public accountants of Cowen as a result of or in connection with any disagreements with Cowen on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure;
the absence of certain undisclosed liabilities of any nature whatsoever (whether absolute, accrued, contingent or otherwise and correct aswhether due or to become due);
the ownership of Cowen and its subsidiaries of the record date for means by which records, systems, controls, data and information are recorded, stored, maintained and operated, internal disclosure controls and procedures, and disclosure of significant deficiencies, material weaknesses and fraud;
the special meetingabsence since January 1, 2020, of (i) a complaint regarding accounting, internal accounting controls or auditing matters, and as(ii) reported evidence of ten business days prior to such special meeting.a violation of securities laws, breach of fiduciary duty or similar violation;
Our bylaws currently require that stockholders providing noticethe absence of any broker’s or finder’s fees, with the exception of fees incurred by the engagement of Ardea and SenaHill Securities, LLC in connection with the merger agreement;
the absence of a material adverse effect since December 31, 2021, and the conduct of business proposed to be brought before an annual meetingin all material respects in the ordinary course of stockholders (whether pursuantbusiness consistent between December 31, 2021, and August 1, 2022;
the absence of (i) outstanding, pending or threatened, legal, administrative, arbitral or other proceedings, claims, actions or governmental or regulatory investigations, and (ii) a judgment, order, writ, decree, or injunction imposed upon Cowen, any of its subsidiaries or the assets of Cowen or any of its subsidiaries (or that, upon consummation of the merger, would apply to the advance notice or proxy access provisions of our bylaws), update and supplement any notice delivered to the Secretary of theSurviving Corporation in connection therewith, as required by our bylaws, not later than five business days after the record date for determining the stockholders entitled to receive notice of the related annual meeting to ensure the information contained in such notice is true and correct as of the record date for such annual meeting. The anticipated amended and restated bylaws will provide that stockholders delivering notice of business proposed to be brought before any annual meeting of stockholders (whether pursuant to the advance notice or proxy access provisions of our bylaws) must, in addition to updating such notice to ensure truth and accuracy as of the record date, update and supplement such notice, as necessary and not less than eight business days prior to the date for such annual meeting or any adjournment or postponement thereof, to ensureof its affiliates);
certain tax matters affecting Cowen, its subsidiaries and its funds;
Cowen’s and its subsidiaries’ employee benefit plans;
Cowen’s filings with the truthSEC since January 1, 2020, and the accuracy of the information contained in such notice as of ten business days prior to such annual meeting or any adjournment or postponement thereof. The Board determined that the amendments described in this paragraph are appropriate in light of current trends and best practices in corporate governance and market practice.those documents;
The above summary of the anticipated amended and restated bylaws pertaining to the Special Meeting Request Right is qualified in its entirety by the text of the anticipated amended and restated bylaws, which is attached as Appendix C to this proxy statement. Additions to our anticipated amended and restated bylaws contained in Appendix C are indicated by underlining and bolded text and deletions are indicated by strike-through and bolded text.
The Board unanimously recommends that stockholders vote FOR the approval of the charter amendment to permit requests for Special Meetings of Stockholders by holders of 25% of our issued and outstanding capital stock entitled to vote on the matters to be presented.