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Contract analysis / certificate-of-incorporation-merger-sub.docx
certificate-of-incorporation-merger-sub.docx
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Standard · 1
ARTICLE I
ARTICLE I NAME. The name of the corporation is Stratos Merger Sub Inc. (hereinafter referred to as the "Corporation").
ARTICLE II
ARTICLE II REGISTERED OFFICE AND REGISTERED AGENT The address of the registered office of the Corporation in the State of Delaware is 1209 Orange Street, in the City of Wilmington, County of New Castle, Delaware 19801. The name of the registered agent of the Corporation at such address is National Registered Agents Inc.
ARTICLE III
ARTICLE III PURPOSE. The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the DGCL. Without limiting the generality of the foregoing, the Corporation is formed solely for the purpose of effectuating a merger transaction, structured as a reverse triangular merger, with and into Cloudium Technologies plc, a public limited company incorporated under the
ARTICLE IV
ARTICLE IV AUTHORIZED CAPITAL STOCK
Section 4.1. Authorized Shares. The total number of shares of capital stock which the Corp
Section 4.1. Authorized Shares. The total number of shares of capital stock which the Corporation shall have authority to issue is one thousand (1,000) shares of common stock, par value $0.01 per share (the "Common Stock").
Section 4.2. No Preferred Stock. No shares of preferred stock are authorized at the time o
Section 4.2. No Preferred Stock. No shares of preferred stock are authorized at the time of the formation of the Corporation. The Corporation shall have the authority to issue all of its authorized shares in a single class of Common Stock. Each share of Common Stock shall be identical in all respects to every other share of Common Stock, and each holder of Common Stock shall be entitled to one (1) vote for each share
Section 4.3. Issuance. Shares of Common Stock may be issued by the Corporation from time t
Section 4.3. Issuance. Shares of Common Stock may be issued by the Corporation from time to time as approved by its board of directors without further approval of the stockholders of the Corporation, except as may otherwise be required by the DGCL, this Certificate of Incorporation, or the bylaws of the Corporation.
ARTICLE V
ARTICLE V INCORPORATOR. The name and mailing address of the incorporator of the Corporation are as follows: Tiffany Rosenthal Calderwood & Harkness LLP 599 Lexington Avenue New York, New York 10022 The incorporator is acting in her capacity as Lead Associate, Mergers & Acquisitions, at Calderwood & Harkness LLP, on behalf of the firm in its role as legal counsel representing Solara Digital Infrastructure LP, a Delawa
Section 6.1. Management by Board of Directors. The business and affairs of the Corporation
Section 6.1. Management by Board of Directors. The business and affairs of the Corporation shall be managed by or under the direction of a board of directors of the Corporation (the "Board of Directors"). In furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized to adopt, amend, alter, or repeal the bylaws of the Corporation.
Section 6.2. Initial Board of Directors. The initial Board of Directors shall consist of o
Section 6.2. Initial Board of Directors. The initial Board of Directors shall consist of one (1) director. The name and mailing address of the person appointed to serve as the initial director of the Corporation until the first annual meeting of stockholders of the Corporation, or until his successor is duly elected and qualified, or until his earlier death, resignation, or removal, is as follows: Marcus Elliston c/o
Section 6.3. Number of Directors. The number of directors constituting the entire Board of
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⚑ Non-compete / exclusivity restraint
Section 6.3. Number of Directors. The number of directors constituting the entire Board of Directors may be fixed, increased, or decreased from time to time exclusively in the manner provided in the bylaws of the Corporation; provided, however, that the number of directors shall not be reduced to fewer than one (1). Unless and until otherwise provided in the bylaws of the Corporation, the number of directors shall be
Section 6.4. Election. Elections of directors need not be by written ballot unless the byl
Section 6.4. Election. Elections of directors need not be by written ballot unless the bylaws of the Corporation shall so provide.
ARTICLE VII
ARTICLE VII LIMITATION OF DIRECTOR LIABILITY
Section 7.1. Exculpation. To the fullest extent permitted by the DGCL, as the same exists
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⚑ Liability cap to check against exposure
Section 7.1. Exculpation. To the fullest extent permitted by the DGCL, as the same exists or may hereafter be amended (including, without limitation, Section 102(b)(7) thereof), no director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. Without limiting the effect of the preceding sentence, if the DGCL is hereafter
Section 7.2. Non-Retroactive Effect of Amendments. No amendment, repeal, or modification o
Section 7.2. Non-Retroactive Effect of Amendments. No amendment, repeal, or modification of this Article VII shall adversely affect any right or protection of a director of the Corporation existing at the time of such amendment, repeal, or modification with respect to any act or omission occurring prior to the time of such amendment, repeal, or modification. Any rights or protections afforded to a director of the Cor
ARTICLE VIII
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⚑ Penalty / liquidated damages
ARTICLE VIII INDEMNIFICATION. Section 8.1. Right to Indemnification. The Corporation shall indemnify and hold harmless, to the fullest extent permitted by the DGCL, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than the DGCL permitted the Corporation to provide prior to su
Section 8.2. Insurance. The Corporation may maintain insurance, at its expense, to protect
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⚑ Indemnity / guarantee obligation
Section 8.2. Insurance. The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee, or agent of the Corporation or another corporation, partnership, joint venture, trust, or other enterprise against any expense, liability, or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability, or loss under the DGCL.
Section 8.3. Advancement of Expenses. Expenses (including attorneys' fees) incurred by a d
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⚑ Indemnity / guarantee obligation
Section 8.3. Advancement of Expenses. Expenses (including attorneys' fees) incurred by a director or officer of the Corporation in defending any Proceeding shall be paid by the Corporation in advance of the final disposition of such Proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined by final judicial decision from which there
Section 8.4. Non-Exclusive Right. The indemnification and advancement of expenses provided
High
⚑ Non-compete / exclusivity restraint
Section 8.4. Non-Exclusive Right. The indemnification and advancement of expenses provided by, or granted pursuant to, this Article VIII shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under the bylaws of the Corporation, any agreement, vote of stockholders or disinterested directors, or otherwise, both as to action in such person's o
ARTICLE IX
ARTICLE IX SOLE STOCKHOLDER. Section 9.1. Identity of Sole Stockholder. The sole stockholder of the Corporation at the time of incorporation is Solara Digital Infrastructure Fund VI LP, a Delaware limited partnership (EIN: 87-4523190) (the "Sole Stockholder"). The address of the Sole Stockholder is: Solara Digital Infrastructure Fund VI LP 1200 Market Street, Suite 3400 Wilmington, Delaware 19801
Section 9.2. Issuance to Sole Stockholder. Upon the filing of this Certificate of Incorpor
Standard
⚑ Commercial term
Section 9.2. Issuance to Sole Stockholder. Upon the filing of this Certificate of Incorporation, one thousand (1,000) shares of Common Stock, constituting all of the authorized and outstanding shares of capital stock of the Corporation, shall be issued to the Sole Stockholder in consideration for a capital contribution in the aggregate amount of Ten Dollars ($10.00), representing a price of $0.01 per share, which is
Section 9.3. Action by Written Consent. So long as the Corporation has a sole stockholder,
Section 9.3. Action by Written Consent. So long as the Corporation has a sole stockholder, any action required or permitted to be taken at a meeting of stockholders of the Corporation may be taken without a meeting, without prior notice, and without a vote, by written consent of the Sole Stockholder, in accordance with Section 228 of the DGCL.
ARTICLE X
ARTICLE X AMENDMENT. The Corporation reserves the right to amend, alter, change, or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by the DGCL, and all rights conferred upon stockholders herein are granted subject to this reservation. Notwithstanding the foregoing, the provisions set forth in Article VII and Article VIII of this Certificate of Incorporat
ARTICLE XI
ARTICLE XI EXISTENCE. The Corporation shall have perpetual existence. EXECUTION The undersigned, being the incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, does make this Certificate, hereby declaring and certifying that this is my act and deed and the facts herein stated are true, and accordingly have hereunto set my hand this