Contract analysis
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Contract analysis / surviving-corp-board-consent-directors.docx
surviving-corp-board-consent-directors.docx
High · 2
Medium · 1
Standard · 1
1. APPOINTMENT OF DIRECTORS
1. APPOINTMENT OF DIRECTORS The Board acknowledges and confirms that, pursuant to Section 2.5(a) of the Merger Agreement, Solara Digital Infrastructure Fund VI LP has designated the following individuals to serve as the initial directors of the Surviving Corporation, effective as of the Effective Time: RESOLVED, that each of the foregoing individuals is hereby confirmed and acknowledged as an initial director of the
2. DESIGNATION OF CHAIRMAN OF THE BOARD
2. DESIGNATION OF CHAIRMAN OF THE BOARD RESOLVED, that Marcus Elliston is hereby designated as Chairman of the Board of Directors of the Surviving Corporation, to serve in such capacity at the pleasure of the Board until his successor is duly designated or until his earlier death, resignation, or removal from such position; and it is further RESOLVED, that the Chairman of the Board shall preside at all meetings of th
3. APPOINTMENT OF OFFICERS
Medium
⚑ Forum / governing law
3. APPOINTMENT OF OFFICERS RESOLVED, that the Board acknowledges that the appointment of the initial officers of the Surviving Corporation, including without limitation the Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, General Counsel and Secretary, and such other officers as may be deemed necessary or appropriate, shall be addressed by a separate unanimous written consent of the Board of
4. RATIFICATION OF MERGER AND TRANSACTION DOCUMENTS
Standard
⚑ Commercial term
4. RATIFICATION OF MERGER AND TRANSACTION DOCUMENTS RESOLVED, that the Board hereby ratifies and confirms, on behalf of the Surviving Corporation, all actions taken by the Company, its officers, its directors, and its authorized representatives in connection with the consummation of the transactions contemplated by the Merger Agreement, including without limitation the following: (a) the filing of the Certificate of
5. RATIFICATION OF SURVIVING CORPORATION ORGANIZATIONAL DOCUMENTS
5. RATIFICATION OF SURVIVING CORPORATION ORGANIZATIONAL DOCUMENTS RESOLVED, that the Board hereby ratifies, adopts, and approves the Amended and Restated Certificate of Incorporation of the Surviving Corporation, in the form attached hereto as Exhibit A, as filed with the Secretary of State of the State of Delaware on July 9, 2024, effective as of the Effective Time, as the certificate of incorporation of the Survivi
6. AUTHORIZATION OF POST-CLOSING ACTIONS
High
⚑ Indemnity / guarantee obligation
6. AUTHORIZATION OF POST-CLOSING ACTIONS RESOLVED, that the officers of the Surviving Corporation, and each of them acting alone, are hereby authorized and directed to take any and all actions, and to execute and deliver any and all documents, instruments, agreements, and certificates, as such officers may deem necessary, appropriate, or advisable to carry out the purposes and intent of the foregoing resolutions and
7. DESIGNATION OF REGISTERED AGENT AND REGISTERED OFFICE
7. DESIGNATION OF REGISTERED AGENT AND REGISTERED OFFICE RESOLVED, that the registered office of the Surviving Corporation in the State of Delaware shall be located at 1209 Orange Street, Wilmington, Delaware 19801, in the County of New Castle, and the registered agent of the Surviving Corporation at such address shall be National Registered Agents Inc.; and it is further RESOLVED, that the officers of the Surviving
8. FISCAL YEAR
8. FISCAL YEAR RESOLVED, that the fiscal year of the Surviving Corporation shall end on September 30 of each year, consistent with the historical fiscal year end of Cloudium Technologies plc prior to the Merger; and it is further RESOLVED, that the first fiscal year of the Surviving Corporation following the Effective Time shall be the fiscal year ending September 30, 2024, and all financial books and records of the
9. INDEMNIFICATION OF DIRECTORS AND OFFICERS
High
⚑ Penalty / liquidated damages
9. INDEMNIFICATION OF DIRECTORS AND OFFICERS RESOLVED, that the Surviving Corporation shall indemnify, defend, and hold harmless each current and future director and officer of the Surviving Corporation, and each person who serves at the request of the Surviving Corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, to the fullest extent
10. GENERAL AUTHORIZATION
10. GENERAL AUTHORIZATION RESOLVED, that the proper officers of the Surviving Corporation, and each of them acting alone, with full power of substitution and resubstitution, are hereby authorized, empowered, and directed, in the name and on behalf of the Surviving Corporation, to take all such further actions and to execute, deliver, file, and record all such further documents, instruments, agreements, certificates,
11. EFFECTIVENESS AND COUNTERPARTS
11. EFFECTIVENESS AND COUNTERPARTS This Unanimous Written Consent is effective as of 11:59 PM Eastern Time on July 9, 2024, and shall constitute the action of the Board of Directors of the Surviving Corporation without the necessity of a meeting, pursuant to Section 141(f) of the DGCL, the Charter, and the Bylaws. This Unanimous Written Consent may be executed in one or more counterparts (including by means of facsim