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Contract analysis / section-228-notice.docx
section-228-notice.docx
1009-00001 · 7 clauses
High · 0 Medium · 3 Standard · 2
1. Purpose and Statutory Basis Medium
⚑ Notice / time limit to track
1. Purpose and Statutory Basis This notice is delivered to you pursuant to, and in compliance with, Section 228(e) of the Delaware General Corporation Law, Title 8, Chapter 1, of the Delaware Code (as amended from time to time, the "DGCL"). Section 228(e) of the DGCL provides that prompt notice of the taking of any corporate action by written consent without a meeting shall be given to those stockholders or members w
2. Description of Corporate Actions Taken by Written Consent Standard
⚑ Commercial term
2. Description of Corporate Actions Taken by Written Consent The following corporate actions were authorized and approved by the Written Consent: 2.1 Authorization of Convertible Note Bridge Financing The stockholders approved and authorized the Company to issue and sell convertible promissory notes (the "Notes") in a bridge financing transaction (the "Bridge Financing"), on the following material terms and condition
3. Board Approval
3. Board Approval The Board of Directors of the Company (the "Board") previously reviewed and approved the Bridge Financing and the execution, delivery, and performance of the Transaction Documents, including each of the matters described in Sections 2.1 through 2.4 above, by Unanimous Written Consent of the Board of Directors dated January 10, 2024 (the "Board Consent"). The Board Consent was executed by all members
4. Effective Date of Actions Standard
⚑ Commercial term
4. Effective Date of Actions The corporate actions described in this notice became effective on January 12, 2024, which is the date on which the Written Consent was executed by holders of the requisite number of shares of the Company's capital stock, and the Written Consent was delivered to the Company at its registered office in accordance with Section 228 of the DGCL. The Note Purchase Agreement and the other Trans
5. No Action Required
5. No Action Required This notice is provided for informational purposes only, pursuant to the requirements of Section 228(e) of the DGCL. No action is required on the part of any stockholder who did not execute the Written Consent, and no proxy, ballot, vote, or other response is being solicited from any stockholder in connection with this notice. You are not being asked to approve or ratify any of the corporate act
6. Availability of Documents Medium
⚑ Forum / governing law
6. Availability of Documents In accordance with Section 228(e) of the DGCL and the Company's obligations under its Charter and Bylaws, copies of the following documents are available for inspection by any stockholder of record of the Company (or such stockholder's duly authorized representative) at the principal offices of the Company located at 1400 Market Street, Suite 2200, Wilmington, DE 19801, during regular bus
7. Questions and Contact Information Medium
⚑ Notice / time limit to track
7. Questions and Contact Information Any questions regarding this notice, the Written Consent, the Bridge Financing, or the corporate actions described herein should be directed to: Priya Ramanathan General Counsel and Secretary Skybridge Fintech Ltd. 1400 Market Street, Suite 2200 Wilmington, DE 19801 Telephone: (302) 555-3400 Email: pramanathan@skybridgefintech.com or to the Company's outside counsel: Leonard Ashfo