Extract to table

Under the DGCL and VeloPay's Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, the affirmative vote or written consent of the holders of a majority of the outstanding shares of Common Stock of VeloPay entitled to vote thereon is required to approve and adopt the Merger Agreement and to approve the Merger

In accordance with the DGCL, the Information Statement must be mailed at least twenty (20) calendar days before the earliest date on which the corporate action taken by written consent may become effective

The Board must consider any such proposed amendments or modifications in good faith before it may terminate the Merger Agreement to accept the Superior Proposal

In the event that VeloPay terminates the Merger Agreement in order to accept a Superior Proposal (or under certain other specified circumstances described in the Merger Agreement), VeloPay is required to pay to HPE Fund IV a termination fee of $76,000,000 (the "Company Termination Fee"), which represents approximately 4

In the event that HPE Fund IV or Merger Sub fails to consummate the Merger due to a failure to obtain the debt financing contemplated by the Debt Commitment Letter (a "Financing Failure"), HPE Fund IV is required to pay to VeloPay a reverse termination fee of $57,000,000 (the "Reverse Termination Fee"), which represents approximately 3

The enclosed Information Statement contains a detailed description of the procedures that must be followed in order to properly demand, perfect, and exercise appraisal rights under Section 262 of the DGCL, including strict compliance requirements and timing deadlines that must be satisfied