Extract to table
Pull the structured facts out of a document: parties, dates, amounts, obligations.
Extract to table / paying-agent-agreement-execution.docx
paying-agent-agreement-execution.docx
Parties
Surviving Corp
PRIVATE EQUITY FUND IV LP
Keystone Pacific Transfer Services Inc
Harrowgate Velocity Merger Sub Inc
Delaware General Corp
Harkness LLP
Crane LLP
Dates
July 22, 2025
March 18, 2025
Amounts
$0.001
$20.00
$133,000,000
$1,648,000,000
$1,515,000,000
$50,000
$5,000
$48,500,000
Obligations
Capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in the Merger Agreement
Unless the context otherwise requires: (a) words importing the singular shall include the plural and vice versa; (b) words importing any gender shall include all genders; (c) the words "include," "includes," and "including" shall be deemed to be followed by the phrase "without limitation"; (d) references to "Sections," "Articles," and "Exhibits" shall refer to the Sections, Articles, and Exhibits of this Agreement; (e) the words "herein," "hereof," and "hereunder" shall refer to this Agreement as a whole and not to any particular provision of this Agreement; and (f) all references to "$" or "dollars" shall mean United States dollars
Accordingly, the net amount deposited with the Paying Agent on the date hereof shall be $1,515,000,000 (the "Initial Deposit Amount")
The Escrow Amount has been separately deposited with Garrison Trust Company, as escrow agent, pursuant to the Escrow Agreement and shall be released and distributed in accordance with the terms thereof
(c) For the further avoidance of doubt, amounts payable in respect of stock options, RSUs, and warrants of the Company are not included in the Exchange Fund and shall be paid through the Company's payroll system or otherwise as provided in the Merger Agreement and the applicable award agreements
The Paying Agent shall have no obligations with respect to such equity-based awards