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Contract analysis / form-consent-solicitation-letter.docx
form-consent-solicitation-letter.docx
High · 1
Medium · 7
Standard · 0
1. Introduction and Purpose
Medium
⚑ Notice / time limit to track
1. Introduction and Purpose NovaMart Global Inc., a Delaware corporation ("NovaMart"), is party to the [Short Name] Agreement with [Counterparty Name] ("[Counterparty Short Name]"). We appreciate the relationship our companies have developed under the [Short Name] Agreement and are writing to inform you of an upcoming transaction that will result in a change of control of NovaMart, and to request [Counterparty Short
2. Description of the Transaction
Medium
⚑ Confidentiality undertaking
2. Description of the Transaction On May 20, 2025, NovaMart, its stockholders, and Cascade Retail Holdings Inc., a Delaware corporation publicly traded on the Nasdaq Stock Market under the ticker symbol "CRHI" and headquartered at 4500 Elliott Avenue West, Suite 3200, Seattle, Washington 98119 ("Cascade"), entered into a Stock Purchase Agreement (the "Purchase Agreement") pursuant to which Cascade will acquire 100% o
3. Continuity of Performance
Medium
⚑ Assignment / subcontracting
3. Continuity of Performance NovaMart wishes to assure [Counterparty Short Name] that the Transaction is not expected to result in any disruption to the parties' relationship under the [Short Name] Agreement. In particular: (a) NovaMart Global Inc. will remain the contracting party under the [Short Name] Agreement following the closing of the Transaction. No assignment, novation, or other transfer of the [Short Name]
4. Request for Consent
High
⚑ Penalty / liquidated damages
4. Request for Consent NovaMart Global Inc. hereby respectfully requests that [Counterparty Name] consent to the change of control described above, and confirm that the consummation of such transaction will not (i) constitute a breach or default under the [Short Name] Agreement, (ii) give rise to any termination right, acceleration, penalty, or modification of terms, or (iii) otherwise adversely affect the rights and
5. Requested Response Date
5. Requested Response Date To facilitate an orderly closing, NovaMart would greatly appreciate receiving [Counterparty Short Name]'s countersigned response no later than [Insert Target Date]. This target date has been established in light of the anticipated closing of the Transaction on or about October 15, 2025 (with an outside date under the Purchase Agreement of December 31, 2025). If additional time is needed, or
6. Confidentiality
Medium
⚑ Forum / governing law
6. Confidentiality The information contained in this letter regarding the Transaction is confidential and non-public. NovaMart respectfully requests that [Counterparty Short Name] treat this letter and its contents as confidential, and not disclose the same to any third party, except (i) to [Counterparty Short Name]'s legal, financial, and tax advisors on a need-to-know basis and subject to customary duties of confid
7. Contact Information and Delivery Instructions
7. Contact Information and Delivery Instructions Please direct any questions regarding this letter, and please deliver the countersigned copy of this letter, to the following: NovaMart Global Inc. Attn: Amanda Trevino, General Counsel 1100 Congress Avenue, Suite 800 Austin, Texas 78701 Email: [Insert email] Phone: [Insert phone] With copies (which shall not constitute notice under the [Short Name] Agreement) to: Cald
8. Closing
8. Closing We deeply value [Counterparty Short Name]'s partnership and appreciate your consideration of, and cooperation with, this request. We look forward to continuing our relationship following the closing of the Transaction. Please do not hesitate to contact the undersigned or Amanda Trevino directly if you would like to discuss any aspect of the Transaction or this letter. Sincerely, NOVAMART GLOBAL INC. By: __
1. Confirm the operative change-of-control provision. Before finalizing each counterparty
Medium
⚑ Assignment / subcontracting
1. Confirm the operative change-of-control provision. Before finalizing each counterparty-specific version, confirm from the underlying agreement whether the applicable provision requires (i) affirmative consent, (ii) notice only, or (iii) both, and cite the specific section number(s) in the Re: line and in Section 1. Where assignment provisions and change-of-control provisions may both be implicated, address each.
2. Use the exact phrase "change of control." The operative phrase used in Section 2 must
2. Use the exact phrase "change of control." The operative phrase used in Section 2 must track the language of the underlying agreement. If the underlying agreement uses a variant defined term (e.g., "Change in Control," "Sale of the Company," "Corporate Transaction"), substitute that defined term throughout and confirm the definition is triggered by a 100% stock acquisition.
3. Coordinate through the Change of Control Consent Tracker. All outgoing letters must be
3. Coordinate through the Change of Control Consent Tracker. All outgoing letters must be logged in the Consent Tracker maintained by C&H (currently covering approximately 34 identified material contracts). Update mailing date, response deadline, receipt of countersignature, and any counterparty requests upon each status change.
4. Confidentiality diligence. Before disclosing any counterparty-specific transaction det
Medium
⚑ Confidentiality undertaking
4. Confidentiality diligence. Before disclosing any counterparty-specific transaction detail beyond the neutral description in Section 2, review (i) the confidentiality provisions of the underlying [Short Name] Agreement, (ii) any standalone NDA between NovaMart and the counterparty, and (iii) the confidentiality and publicity provisions of the Purchase Agreement. When in doubt, escalate to Derek Okonkwo (C&H) and Si
5. No disclosure of confidential deal economics. Under no circumstances is the purchase p
Medium
⚑ Confidentiality undertaking
5. No disclosure of confidential deal economics. Under no circumstances is the purchase price, financing structure, escrow/indemnity terms, or other confidential economic term of the Transaction to be disclosed in a counterparty letter or in follow-up correspondence.
6. Sign-off required. Each customized version of this letter must be reviewed and approve
6. Sign-off required. Each customized version of this letter must be reviewed and approved by both Amanda Trevino (NovaMart General Counsel) and Derek Okonkwo (C&H) prior to issuance. High-sensitivity counterparties (top-10 customers, top-10 suppliers, key IP licensors, and lenders) require additional sign-off from Richard Calloway (CB&L) and Harrison Wexford (C&H).
7. Response method flexibility. Where a counterparty declines to countersign this letter
7. Response method flexibility. Where a counterparty declines to countersign this letter but is willing to provide consent by separate instrument, coordinate with C&H to prepare an appropriate stand-alone consent, and ensure the form is documented for closing deliverables.
8. Removal of drafting notes. Confirm removal of all bracketed drafting notes, this inter
8. Removal of drafting notes. Confirm removal of all bracketed drafting notes, this internal-notes page, the watermark, and the internal running header before issuance.