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Contract analysis / exhibit-a-certificate-of-merger-form.docx
exhibit-a-certificate-of-merger-form.docx
1041-00003 · 6 clauses
High · 0 Medium · 1 Standard · 2
1. Completion of Blanks. All bracketed items ("[●]") in this form of Certificate of Merge
1. Completion of Blanks. All bracketed items ("[●]") in this form of Certificate of Merger, including the Effective Time date and the names and titles of the authorized signatories, are to be completed at the time of filing on the Closing Date, as defined in Section 1.1 of the Merger Agreement. The anticipated Closing Date is July 9, 2024, subject to the satisfaction or waiver of all conditions precedent set forth in
2. Filing. This Certificate of Merger is to be filed with the Secretary of State of the S Standard
⚑ Commercial term
2. Filing. This Certificate of Merger is to be filed with the Secretary of State of the State of Delaware on the Closing Date, together with the applicable filing fee as prescribed by the Delaware Secretary of State's fee schedule then in effect. Filing may be made electronically through the Delaware Division of Corporations' online filing system or by delivery to the office of the Secretary of State at 401 Federal S
3. Filing Fee. The filing fee for the Certificate of Merger shall be remitted to the Dela Standard
⚑ Commercial term
3. Filing Fee. The filing fee for the Certificate of Merger shall be remitted to the Delaware Secretary of State in accordance with the applicable fee schedules under Section 391 of the DGCL. As of the date of the Merger Agreement, the filing fee for a certificate of merger is $251.00 (subject to change). Counsel shall confirm the applicable fee prior to filing.
4. Conformed Copy. A conformed copy of the filed Certificate of Merger, bearing the Secre
4. Conformed Copy. A conformed copy of the filed Certificate of Merger, bearing the Secretary of State's file stamp and endorsement, shall be obtained promptly following filing and distributed to counsel for all parties to the Merger Agreement, including: (a) Calloway & Voss LLP (counsel to Solara Digital Infrastructure Fund VI LP and Stratos Merger Sub Inc.); (b) Crane & Ames LLP (counsel to Cloudium Technologies pl
5. Post-Filing Notices. Upon the filing of this Certificate of Merger and the effectivene Medium
⚑ Notice / time limit to track
5. Post-Filing Notices. Upon the filing of this Certificate of Merger and the effectiveness of the Merger, notice of the effectiveness of the Merger shall be promptly provided to each of the following: (a) Cobalt Trust Company (escrow agent under the Escrow Agreement), at its principal office at 399 Park Avenue, 22nd Floor, New York, New York 10022, Attention: Corporate Trust Administration; (b) Cascade Corporate Ser
6. Coordination with Other Filings. The filing of this Certificate of Merger should be co
6. Coordination with Other Filings. The filing of this Certificate of Merger should be coordinated with any other filings required to be made in connection with the consummation of the Merger, including without limitation (a) the filing of any certificate of ownership and merger or similar document required under the laws of England and Wales, (b) any required filings with the U.S. Securities and Exchange Commission,