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Contract analysis / secretarys-certificate-cascadia.docx
secretarys-certificate-cascadia.docx
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Section 1. Certificate of Incorporation
Section 1. Certificate of Incorporation Attached hereto as Exhibit A is a true, correct, and complete copy of the Certificate of Incorporation of Cascadia Fiber Networks, Inc., as amended, restated, supplemented, or otherwise modified to date and as currently in effect as of the date hereof (the "Charter"). The Charter was originally filed with the Secretary of State of the State of Delaware on September 14, 2011, in
Section 2. Bylaws
Section 2. Bylaws Attached hereto as Exhibit B is a true, correct, and complete copy of the Bylaws of Cascadia Fiber Networks, Inc., as amended, restated, supplemented, or otherwise modified to date and as currently in effect as of the date hereof (the "Bylaws"). No amendments, supplements, restatements, or other modifications to the Bylaws have been adopted by the Board or the stockholders of the Company since the d
Section 3. Board Resolutions Approving the Merger
High
⚑ Indemnity / guarantee obligation
Section 3. Board Resolutions Approving the Merger Attached hereto as Exhibit C is a true, correct, and complete copy of the resolutions (the "Board Resolutions") duly adopted by the Board at a meeting of the Board duly called and held on April 4, 2025, at which a quorum of directors was present and acting throughout, in accordance with the Charter, the Bylaws, and the DGCL. The Board Resolutions were adopted by the u
Section 4. Stockholder Approval
Medium
⚑ Notice / time limit to track
Section 4. Stockholder Approval Attached hereto as Exhibit D is a true, correct, and complete copy of evidence of the approval and adoption of the Merger Agreement by the stockholders of the Company (the "Stockholder Approval"), including the certified results of the stockholder vote taken at a special meeting of stockholders of the Company duly called and held for such purpose. Pursuant to Section 251(c) of the DGCL
Section 5. Incumbency and Authority of Officers
Section 5. Incumbency and Authority of Officers The undersigned hereby certifies the names, titles, and genuine signatures of each officer of the Company who is authorized to execute, deliver, and perform, on behalf of and in the name of the Company, any and all documents, agreements, certificates, and instruments in connection with the Closing of the Merger and the other transactions contemplated by the Merger Agree
Section 6. Good Standing
Section 6. Good Standing The undersigned hereby certifies that the Company is a corporation validly existing and in good standing under the laws of the State of Delaware. Attached hereto as Exhibit E is a certificate of good standing (or certificate of status) of the Company issued by the Secretary of State of the State of Delaware, dated within five (5) business days of the date of the Closing. The undersigned furth
Section 7. No Dissolution or Winding Up
Section 7. No Dissolution or Winding Up The undersigned hereby certifies that no action has been taken by the Board, the stockholders of the Company, or any other Person, and no action is contemplated by the Board or any officer of the Company, to dissolve, wind up, or liquidate the Company or to distribute the assets of the Company to its stockholders or creditors, whether voluntarily or involuntarily. No certificat
Section 8. Additional Certifications
Section 8. Additional Certifications The undersigned further certifies as follows: (a) To the knowledge of the undersigned, no event, occurrence, development, circumstance, change, or effect has occurred since the date of the Merger Agreement that, individually or in the aggregate, would cause the representations and warranties of the Company contained in Article IV of the Merger Agreement to be untrue or incorrect i