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Contract analysis / good-standing-certificates.docx
good-standing-certificates.docx
1010-00002 · 7 clauses
High · 1 Medium · 0 Standard · 1
1. Purpose. This memorandum accompanies the compilation of certificates of good standing
1. Purpose. This memorandum accompanies the compilation of certificates of good standing obtained on behalf of our client, Arbor Health Technologies Inc. (the "Company"), in connection with the initial public offering of shares of the Company's common stock (the "Offering"). The certificates enclosed herewith are intended to satisfy the conditions precedent to closing set forth in the Underwriting Agreement (as defin
2. Transaction Reference Details
2. Transaction Reference Details The following is a summary of the relevant transaction details for reference:
3. Certificates Obtained High
⚑ Penalty / liquidated damages
3. Certificates Obtained Both certificates of good standing were ordered by this office on February 7, 2024, through expedited processing channels and were received electronically on February 9, 2024. Both certificates are dated February 9, 2024. The following certificates are included in this compilation: (a) Certificate of Good Standing — State of Delaware. Certificate of Good Standing issued by the Secretary of St
4. Compliance with Underwriting Agreement Requirements
4. Compliance with Underwriting Agreement Requirements
Section 7 of the Underwriting Agreement requires delivery, at or prior to the closing, of
Section 7 of the Underwriting Agreement requires delivery, at or prior to the closing, of certificates of good standing from each jurisdiction in which the Company is incorporated or qualified to do business, in each case dated within five (5) business days of the closing date. The closing date is February 13, 2024. Both certificates are dated February 9, 2024. The five (5) business day period preceding the closing d
5. Distribution.
5. Distribution. (a) Physical Originals. The original certificates will be included in the physical closing binder to be assembled and distributed following the closing on February 13, 2024. (b) Electronic Copies. Electronic copies (PDF) of each certificate have been or will be distributed to the following parties: (i) Meridian Hale & Quivorn LLP (counsel to the underwriters) — Attention: Graham Neville, Partner, and
6. Confirmation. Please confirm receipt of this memorandum and the enclosed certificates Standard
⚑ Commercial term
6. Confirmation. Please confirm receipt of this memorandum and the enclosed certificates at your earliest convenience. If there are any questions regarding the foregoing or if any additional certificates are required in connection with the closing or the exercise of the overallotment option, please do not hesitate to contact me. Respectfully submitted, CALDERWOOD & HARKNESS LLP _______________________________________