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Extract to table / draft-counterclaim-declaratory-judgment.docx
draft-counterclaim-declaratory-judgment.docx
Parties
DECLARATORY JUDGMENT Penterra Pharmaceuticals Corp
Harkness LLP
Penterra Pharmaceuticals Corp
Capitol Corp
Tidewater Registered Agents LLC
Ridgeway Partners LLC
Broadleaf Scientific Consulting LLC
Fidelis National Escrow Corp
Dates
June 10, 2024
August 14, 2024
August 22, 2024
September 30, 2024
December 10, 2024
December 31, 2023
November 18, 2023
March 31, 2024
February 12, 2024
March 1, 2024
Amounts
$900
$900,000,000
$87.3
$45,000,000
$14.2
$4.87
$612
$420
$112.4
$850
Obligations
The representations and warranties of the Sellers set forth in the SPA must be true and correct in all respects (except where qualified by materiality or material adverse effect, in which case such representations and warranties must be true and correct in all material respects) as of the Closing Date as though made on and as of such date (except to the extent that such representations and warranties expressly relate to an earlier date, in which case they must be true and correct as of such earlier date)
No Material Adverse Effect shall have occurred since the date of the Agreement (June 10, 2024) and be continuing as of the Closing Date
2(b) of the SPA required, as a condition to Penterra's obligation to close, that no Material Adverse Effect shall have occurred since the date of the Agreement (June 10, 2024) and be continuing as of the Closing Date