Extract to table
Pull the structured facts out of a document: parties, dates, amounts, obligations.
Extract to table / merger-agreement-redline-v5-to-v7.docx
merger-agreement-redline-v5-to-v7.docx
Parties
HARKNESS LLP
Whitfield Graves LLP
Penterra Pharmaceuticals Corp
Thorngate Partners LLC
Delaware General Corp
Employee Retirement Inc
Surviving Corp
The Surviving Corp
Dates
April 17, 2023
December 31, 2026
June 2, 2023
June 1, 2023
December 31, 2021
December 31, 2022
March 31, 2023
Amounts
$925,000,000
$693,750,000
$0.001
$27,750,000
$125,000,000
$46,250,000
$1,050,000,000
$0.01
$32,375,000
$231,250,000
Obligations
" "Parent Material Adverse Effect" means any event, circumstance, change, effect, development, condition, or occurrence that, individually or in the aggregate with all other such events, circumstances, changes, effects, developments, conditions, or occurrences, (a) has had, or would reasonably be expected to have, a material adverse effect on the business, assets, liabilities, financial condition, or results of operations of Parent and its Subsidiaries, taken as a whole, or (b) would reasonably be expected to prevent or materially delay the ability of Parent to consummate the Merger or to perform its material obligations under this Agreement; provided, however, that, for purposes of clause (a) of this definition, the same carve-outs as set forth in the definition of Company Material Adverse Effect (mutatis mutandis) shall apply
The number of Parent Shares to be issued as Stock Consideration shall be "Stockholder Representative" means Ridgeline Ventures, LP, acting through its Managing Partner, Ava Lindström
Unless the context of this Agreement otherwise requires: (a) words of any gender include each other gender; (b) words using the singular or plural number also include the plural or singular number, respectively; (c) the terms "hereof," "herein," "hereby," "hereto," and derivative or similar words refer to this entire Agreement; (d) the terms "Article," "Section," "Schedule," "Exhibit," and "Recital" refer to the specified Article, Section, Schedule, Exhibit, or Recital of or to this Agreement unless otherwise specified; (e) the word "including" (and with correlative meaning "include" and "includes") means including without limiting the generality of any description preceding such term; (f) the word "or" shall be disjunctive but not exclusive; (g) references to agreements and other documents shall be deemed to include all subsequent amendments and other modifications thereto; (h) references to statutes shall include all regulations promulgated thereunder, and references to statutes or regulations shall be construed as including all statutory and regulatory provisions consolidating, amending, replacing, supplementing, or interpreting the statute or regulation; (i) the captions and headings of this Agreement are for convenience of reference only and shall not affect the interpretation of this Agreement; (j) references to "dollars" or "$" mean lawful money of the United States of America; (k) any reference to "days" means calendar days unless the term "Business Days" is used; (l) whenever this Agreement requires action within a specified number of days, the first day of such period shall be excluded and the last day shall be included; provided, however, that if the last day is not a Business Day, the period in question shall end on the next succeeding Business Day; and (m) references to a Person are also to its permitted successors and assigns
Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with Section 251 of the DGCL, at the Effective Time, the Company shall be merged with and into Parent
The Merger shall have the effects set forth in this Agreement and in the applicable provisions of the DGCL
From and after the Effective Time, the Merger shall have the effects set forth in this Agreement and the applicable provisions of the DGCL, including Section 259 thereof