Contract analysis
Clause-by-clause risk read on any document of the firm. Pick a contract, or open any document from a matter.
Contract analysis / draft-certificate-of-formation-acquisition-sub.docx
draft-certificate-of-formation-acquisition-sub.docx
High · 1
Medium · 3
Standard · 0
ARTICLE I
ARTICLE I NAME The name of the limited liability company formed hereby is: Solara Digital Acquisition Holdings LLC The name of the limited liability company complies with the requirements of Section 18-102 of the Act in that it contains the words "Limited Liability Company" (or the abbreviation "L.L.C." or "LLC"), specifically through the inclusion of the designation "LLC" at the end of the entity's name. The name di
ARTICLE II
ARTICLE II REGISTERED OFFICE AND REGISTERED AGENT
Section 2.1. The address of the registered office of the limited liability company in the
Section 2.1. The address of the registered office of the limited liability company in the State of Delaware is: Capitol Registered Agents LLC 1209 North Orange Street, Suite 300 Wilmington, New Castle County, Delaware 19801
Section 2.2. The name of the registered agent of the limited liability company at such add
Section 2.2. The name of the registered agent of the limited liability company at such address is: Capitol Registered Agents LLC
Section 2.3. The registered agent is located in New Castle County, Delaware, and maintains
Section 2.3. The registered agent is located in New Castle County, Delaware, and maintains a business office at the address set forth in Section 2.1 above that is generally open during regular business hours to accept service of process and to otherwise perform the functions of a registered agent as required by Section 18-104 of the Act.
Section 2.4. The principal business address of the limited liability company (which is dis
Section 2.4. The principal business address of the limited liability company (which is distinct from the registered office specified above) is: 1700 Market Street, Suite 2400 Wilmington, Delaware 19801 The foregoing principal business address is provided for informational purposes only and does not constitute, and shall not be construed as, the registered office of the limited liability company in the State of Delawa
ARTICLE III
ARTICLE III PURPOSE The purpose of the limited liability company is to engage in any lawful act or activity for which a limited liability company may be formed and may engage under the Act and any law of the State of Delaware or of any other jurisdiction in which the limited liability company may conduct business, including, without limitation, to acquire, hold, manage, operate, finance, refinance, encumber, and disp
Section 4.1. The name and address of the authorized person executing this Certificate of F
Section 4.1. The name and address of the authorized person executing this Certificate of Formation are as follows: Name: Viktor Strand Title: Co-Founder & Managing Partner, Solara Digital Infrastructure LP Capacity: Authorized Person of Solara Digital Acquisition Holdings LLC Address: 1700 Market Street, Suite 2400, Wilmington, Delaware 19801
Section 4.2. Viktor Strand is executing this Certificate of Formation in his capacity as t
Section 4.2. Viktor Strand is executing this Certificate of Formation in his capacity as the authorized person forming the limited liability company pursuant to Section 18-201 of the Act. The execution and filing of this Certificate of Formation by the authorized person has been duly authorized by all necessary action on the part of the organizers and the initial member(s) of the limited liability company.
Section 4.3. Upon the filing and effectiveness of this Certificate of Formation with the S
Section 4.3. Upon the filing and effectiveness of this Certificate of Formation with the Secretary of State of the State of Delaware, the powers of Viktor Strand as the authorized person shall cease, and the member or members and the manager or managers of the limited liability company, as designated in the Limited Liability Company Agreement of Solara Digital Acquisition Holdings LLC (as may be entered into, amended
ARTICLE V
Medium
⚑ Confidentiality undertaking
ARTICLE V EFFECTIVE DATE This Certificate of Formation shall be effective upon the filing of this Certificate of Formation with the Secretary of State of the State of Delaware in accordance with Section 18-206 of the Act. Drafting Note (Internal — Not Part of Filed Document): If the parties determine that a delayed effective date and/or time is desired (for example, to coordinate the effectiveness of formation with t
I. Filing Details
Medium
⚑ Assignment / subcontracting
I. Filing Details Filing Office: Delaware Secretary of State Division of Corporations John G. Townsend Building 401 Federal Street, Suite 4 Dover, Delaware 19901 Filing Fee: $90.00 (standard filing fee for a Certificate of Formation of a limited liability company under the Act, as set forth in 6 Del. C. § 18-1105). Expedited Processing: Twenty-four (24) hour expedited processing service is recommended given the trans
II. Tax Identification
Medium
⚑ Assignment / subcontracting
II. Tax Identification Employer Identification Number (EIN): 93-4718206 IRS Form SS-4 (Application for Employer Identification Number) has been prepared and filed with the Internal Revenue Service. Assignment of the EIN is pending and is expected to be confirmed within three to five business days of submission. Marcus Leung to follow up with the IRS and confirm receipt and assignment. The confirmed EIN is required fo
III. Post-Filing Deliverables
III. Post-Filing Deliverables Upon the filing and acceptance of the Certificate of Formation by the Secretary of State, the following actions are to be taken promptly:
1. Certified Copy. Order a certified copy of the filed Certificate of Formation from the
1. Certified Copy. Order a certified copy of the filed Certificate of Formation from the Division of Corporations. This certified copy will be required as a closing deliverable under the Facility and under the acquisition purchase agreement.
2. Certificate of Good Standing. Order a certificate of good standing (also referred to a
2. Certificate of Good Standing. Order a certificate of good standing (also referred to as a certificate of status or certificate of existence) for Solara Digital Acquisition Holdings LLC from the Delaware Secretary of State. The certificate of good standing must be dated no earlier than five (5) business days prior to the closing date of the Facility and the Meridian acquisition, as specified in the credit agreement
3. UCC Searches. Conduct a UCC search against Solara Digital Acquisition Holdings LLC wit
3. UCC Searches. Conduct a UCC search against Solara Digital Acquisition Holdings LLC with the Delaware Secretary of State to confirm that no prior liens or financing statement filings exist against the newly formed entity prior to the UCC filings required under the Facility collateral package.
IV. Entity Structure and Ownership
IV. Entity Structure and Ownership Solara Digital Acquisition Holdings LLC will be wholly owned, directly or indirectly, by Solara Digital Infrastructure Fund IV LP ("Fund IV"), a Delaware limited partnership with approximately $1,650,000,000 in committed capital. The general partner of Fund IV is Solara Digital GP LLC, a Delaware limited liability company. The precise ownership structure (i.e., whether Fund IV will
V. Collateral Filings
V. Collateral Filings UCC-1 financing statement filings against Solara Digital Acquisition Holdings LLC, as debtor, are to be made with the Delaware Secretary of State in connection with the collateral security package required under the $200,000,000 Senior Secured Term Loan Facility arranged by Brindoval National Bank, N.A. The UCC-1 financing statements, including all applicable schedules and exhibits describing th
VI. Coordination with Acquisition Counsel
VI. Coordination with Acquisition Counsel The formation of Solara Digital Acquisition Holdings LLC must be coordinated with Alderton Paige LLP (Richard Fontaine, Partner, Acquisition Counsel) regarding the timing of the entity's formation relative to the negotiation, execution, and delivery of the definitive purchase agreement for the acquisition of 100% of the outstanding equity of Meridian Cloud Solutions Inc., a D
VII. LLC Agreement
High
⚑ Indemnity / guarantee obligation
VII. LLC Agreement The Limited Liability Company Agreement of Solara Digital Acquisition Holdings LLC (the "LLC Agreement") is to be prepared separately by Calderwood & Harkness and will be executed and delivered by the member(s) of the entity concurrently with, or promptly following, the filing and effectiveness of this Certificate of Formation. The LLC Agreement will designate Solara Digital GP LLC (or its designee
VIII. Responsible Attorneys
VIII. Responsible Attorneys End of Filing Instructions. This page and all preceding internal annotations are to be removed prior to execution and filing of the Certificate of Formation with the Delaware Secretary of State. Role | Name | Firm | Contact Working Associate (Formation) | Marcus Leung | Calderwood & Harkness LLP | m.leung@calderwoodharkness.com Lead Associate (Formation) | Lisa Morrow | Calderwood & Harkne