Contract analysis
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Contract analysis / due-diligence-request-list.docx
due-diligence-request-list.docx
High · 1
Medium · 1
Standard · 1
1. Language. Documents should be provided in English. Where the original document is in G
1. Language. Documents should be provided in English. Where the original document is in German or another language other than English, please provide the original-language version together with a certified English translation for all documents that are material to the business, financial condition, or results of operations of the Company. For non-material documents in German, a summary English translation or an Engli
2. Electronic Format. All documents should be provided in electronic format via the virtu
2. Electronic Format. All documents should be provided in electronic format via the virtual data room (the "Data Room") established for this transaction. Please use the folder structure corresponding to the category numbers set forth in this Request List. Documents should be produced in searchable PDF format where available; native-format files (Word, Excel) should be provided where the underlying data or calculation
3. Supplemental Requests. The Company and Bähr Stein should be aware that supplemental re
3. Supplemental Requests. The Company and Bähr Stein should be aware that supplemental requests may follow as the due diligence process progresses, as additional information is reviewed, and as the drafting of the Registration Statement and related disclosure documents proceeds. This Request List is not intended to be exhaustive, and the parties reserve the right to request additional information and documents as nec
4. Confidentiality and Privilege. Halcyon and Bähr Stein are requested to identify any do
Medium
⚑ Confidentiality undertaking
4. Confidentiality and Privilege. Halcyon and Bähr Stein are requested to identify any documents that are subject to confidentiality restrictions imposed by third parties (including non-disclosure agreements, confidentiality clauses in commercial contracts, or regulatory restrictions) or that may raise attorney-client privilege or work product privilege concerns. Where such restrictions or concerns exist, please desc
5. Non-Existence of Documents. Where any document or category of information requested he
5. Non-Existence of Documents. Where any document or category of information requested herein does not exist, please confirm such non-existence in writing by providing a written statement to that effect in the Response Tracking Matrix (Appendix B) and, where appropriate, in a separate written confirmation addressed to C&H. A mere failure to produce a document will not be treated as confirmation that the document does
6. Cross-Referencing. This Request List is organized by category. Certain items may overl
6. Cross-Referencing. This Request List is organized by category. Certain items may overlap across categories (for example, intercompany agreements may be responsive to requests under both Category I.B and Category V). A single document need only be produced once in the Data Room but should be cross-referenced in the Response Tracking Matrix with all applicable request numbers.
7. Internal Points of Contact. The Company is requested to designate internal points of c
7. Internal Points of Contact. The Company is requested to designate internal points of contact for each category of this Request List to facilitate efficient communication and document collection. C&H suggests that overall coordination be handled through Wilhelm Ostermann, General Counsel / Chefjustitiar, with specific category leads designated as appropriate based on functional responsibility within the Company. D.
I.A. Charter Documents and Corporate Records
Standard
⚑ Commercial term
I.A. Charter Documents and Corporate Records Request 1. Current Satzung (Articles of Association / charter) of Halcyon Semiconductor AG, as currently in effect, certified by the Amtsgericht München (Munich Local Court, Commercial Register Division), including all amendments adopted since the Company's original formation. Please provide both the German-language original and a certified English translation. Request 2.
I.B. Subsidiaries and Affiliated Entities
I.B. Subsidiaries and Affiliated Entities Request 14. Charter documents, certificates of incorporation or formation, and good standing certificates (or functional equivalents in the relevant jurisdiction) for each of the following material subsidiaries: (a) Halcyon Semiconductor USA Inc. — a corporation organized under the laws of the State of Delaware; registered address: 1209 Orange Street, Wilmington, Delaware 198
I.C. Officers, Directors, and Key Personnel
High
⚑ Penalty / liquidated damages
I.C. Officers, Directors, and Key Personnel Request 20. Curriculum vitae or detailed biographical information for all members of the Vorstand (Management Board), including educational background, employment history, professional qualifications, and any material legal or regulatory proceedings involving such person, for each of the following individuals: (a) Dr. Friedrich Wendt, Chief Executive Officer (Vorstandsvorsi