Extract to table
Pull the structured facts out of a document: parties, dates, amounts, obligations.
Extract to table / officers-certificate-hpe-merger-sub-closing.docx
officers-certificate-hpe-merger-sub-closing.docx
Parties
PRIVATE EQUITY FUND IV LP
Harrowgate Velocity Merger Sub Inc
Harrowgate Capital Management IV LLC
Delaware General Corp
Capitol Registered Agents LLC
VeloPay Canada Inc
VeloPay Processing LLC
PayStream Gateway LLC
Dates
July 22, 2025
March 18, 2025
February 24, 2025
February 14, 2025
January 8, 2025
April 2, 2025
May 8, 2025
June 27, 2025
July 15, 2025
May 1, 2025
Amounts
$1,140,000,000
$57,000,000
$1,900,000,000
$20.00
$500,000,000
$260,000,000
$6,650,000
$254,700,000
$133,000,000
$112,000,000
Obligations
03 of the Merger Agreement as a condition to the obligation of the Company to consummate the Closing (as defined in the Merger Agreement) of the transactions contemplated by the Merger Agreement, including the merger of Merger Sub with and into the Company (the "Merger"); WHEREAS, the undersigned, Priya Deshmukh, is the Managing Partner of Harrowgate Capital Management IV LLC, a Delaware limited liability company (EIN 87-4231847), in its capacity as the general partner of Parent (EIN 87-4231956), and is duly authorized to execute and deliver this Certificate on behalf of both Parent and Merger Sub (EIN 93-1847265) in connection with the Closing; WHEREAS, capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement; and WHEREAS, the Closing is occurring on July 22, 2025 (the "Closing Date")
(f) All other capitalized terms used but not defined in this Certificate shall have the respective meanings ascribed to such terms in the Merger Agreement
02 of the Merger Agreement shall apply mutatis mutandis to this Certificate
The undersigned hereby certifies, on behalf of Parent, that each of the representations and warranties of Parent set forth in Article IV of the Merger Agreement: (i) that is qualified as to "materiality" or "Material Adverse Effect" (or similar qualifications) is true and correct in all respects as of the Closing Date as though made on and as of the Closing Date (except for representations and warranties that by their express terms speak as of a specific date or period, in which case such representations and warranties shall be true and correct in all respects as of such specific date or period); and (ii) that is not so qualified as to "materiality" or "Material Adverse Effect" (or similar qualifications) is true and correct in all material respects as of the Closing Date as though made on and as of the Closing Date (except for representations and warranties that by their express terms speak as of a specific date or period, in which case such representations and warranties shall be true and correct in all material respects as of such specific date or period)
The undersigned hereby certifies, on behalf of Merger Sub, that each of the representations and warranties of Merger Sub set forth in Article V of the Merger Agreement: (i) that is qualified as to "materiality" or "Material Adverse Effect" (or similar qualifications) is true and correct in all respects as of the Closing Date as though made on and as of the Closing Date (except for representations and warranties that by their express terms speak as of a specific date or period, in which case such representations and warranties shall be true and correct in all respects as of such specific date or period); and (ii) that is not so qualified as to "materiality" or "Material Adverse Effect" (or similar qualifications) is true and correct in all material respects as of the Closing Date as though made on and as of the Closing Date (except for representations and warranties that by their express terms speak as of a specific date or period, in which case such representations and warranties shall be true and correct in all material respects as of such specific date or period)
The certifications and statements set forth herein are not intended to, and shall not, create any third-party beneficiary rights in any person other than the Company