FR EA

Extract to table

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

Extract to table / termination-rights-analysis-memo.docx
termination-rights-analysis-memo.docx · 1001-00005

Parties

Harkness LLP
Ardent Capital Partners III LP
Delaware General Corp
Sato LLP
Lantern Hill Advisory LLC
Pinnacle Commercial Lending Corp
Ardent Capital GP III LLC
Tidewater Asset Management LLC

Dates

August 10, 2022
August 2, 2022
March 4, 2022
February 10, 2022
April 25, 2022
October 25, 2022
February 11, 2022
February 14, 2022
February 22, 2022
March 1, 2022

Amounts

$4.75
$30,000,000
$38,200,000
$8,200,000
$3.22
$1,200,000
$900,000
$4.50
$5.00
$10,000,000

Obligations

The Outside Date — the contractual deadline by which the closing of the merger (the "Closing") must occur — is currently set at October 25, 2022, which is 180 days from the date of signing
The Merger Agreement provides that the Company shall, at Ardent's request, adjourn or postpone the Special Meeting to a date not more than 30 days from the scheduled meeting date for the purpose of soliciting additional proxies in favor of the merger proposal, provided that the Company shall not be required to adjourn or postpone the meeting beyond the Outside Date
The Outside Date serves as the contractual "long stop" date — the deadline by which the Closing must occur in order for the Merger Agreement to remain in effect
2% of the outstanding shares — but it must be evaluated in the context of the identities and motivations of the shareholders who did not vote in favor
Any direct engagement with Tidewater and Broadleaf must be carefully structured to comply with applicable federal securities laws, including: • Regulation FD (17 C
• Proxy Solicitation Rules (Regulation 14A): Any communication that constitutes a "solicitation" of proxies within the meaning of Rule 14a-1(l) must comply with the proxy rules, including the filing requirements of Rule 14a-6