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Contract analysis / surviving-corp-officer-appointments.docx
surviving-corp-officer-appointments.docx
1041-00003 · 4 clauses
High · 0 Medium · 0 Standard · 0
1. Corporate Minute Book. The original executed counterparts of this Consent (or, if deli
1. Corporate Minute Book. The original executed counterparts of this Consent (or, if delivered electronically, printed copies of the electronically transmitted counterparts) shall be filed with and maintained in the corporate minute book of Cloudium Technologies plc (as the Surviving Corporation), together with the Amended and Restated Certificate of Incorporation, the Amended and Restated Bylaws, the Initial Board C
2. Outside Counsel — Closing Binder. Copies of this fully executed Consent shall be provi
2. Outside Counsel — Closing Binder. Copies of this fully executed Consent shall be provided to Calderwood & Harkness LLP (Matter No. 1041-00003; Harrison Wexford, Responsible Partner; Tiffany Rosenthal, Lead Associate) for inclusion in the closing binder for the Merger and related transactions.
3. Lenders and Lenders' Counsel — Credit Agreement Deliverables. Copies of this fully exe
3. Lenders and Lenders' Counsel — Credit Agreement Deliverables. Copies of this fully executed Consent shall be provided to Meridian Atlantic Bank, N.A. (as Administrative Agent under the Credit Agreement) and to Winthrop & Hale LLP (counsel to the Administrative Agent and the lenders) as required under the closing deliverables provisions of the Credit Agreement.
4. Escrow Agent. Copies of this fully executed Consent shall be provided to Cobalt Trust
4. Escrow Agent. Copies of this fully executed Consent shall be provided to Cobalt Trust Company, in its capacity as escrow agent under the Escrow Agreement, in connection with the administration of the indemnity escrow fund and for purposes of verifying the identity and authority of authorized officers of the Surviving Corporation. Name | Title Jonathan Hargrove | Chief Executive Officer Sienna Whitfield | Chief Fin