FR EA

Extract to table

Pull the structured facts out of a document: parties, dates, amounts, obligations.

Extract to table / due-diligence-memo.docx
due-diligence-memo.docx · 1008-00008

Parties

HARKNESS LLP
Prismyx Data Solutions LLC
Lumos Analytics Inc
Prismyx Acquisition Sub LLC
Voss LLP
Standing Prismyx Data Solutions LLC
The LLC
Halcyon Capital Markets LLC

Dates

March 29, 2024
March 4, 2024
September 14, 2020
March 11, 2024
January 8, 2021
June 14, 2022
December 31, 2023
March 15, 2021
September 1, 2021
January 10, 2022

Amounts

$15,000,000
$10,500,000
$4,500,000
$3,800,000
$620,000
$1,178,000
$684,000
$456,000
$1,482,000
$14,200

Obligations

(representing approximately 31% of total revenue), contains a change-of-control consent requirement that must be satisfied in connection with the merger
In the event that Prismyx undergoes a change of control without Ardent's prior written consent, Ardent shall have the right to terminate the agreement upon 30 days' written notice
The proposed merger of Prismyx with and into Merger Sub will constitute a change of control within the meaning of the Ardent agreement, and Ardent's prior written consent must be obtained
The allocation of the purchase price among the acquired assets will be governed by Section 1060 of the Internal Revenue Code and the Treasury Regulations thereunder, and must be reported consistently by Lumos and the Sellers on IRS Form 8594
— Prismyx's largest customer, representing approximately 31% of total revenue ($1,178,000 ACV) — contains a change-of-control consent requirement that must be satisfied in connection with the proposed merger
Ongoing maintenance filings must be made to preserve the registrations