Extract to table
Pull the structured facts out of a document: parties, dates, amounts, obligations.
Extract to table / material-impediment-event-compliance-memo.docx
material-impediment-event-compliance-memo.docx
Parties
Ironside Capital Management LP
Harkness LLP
Meridian Infrastructure GP IV LLC
Pratt LLP
Pinnacle Credit Partners LLC
Cascadia Acquisition Corp
The LP
Severin Partners LLC
Dates
January 8, 2023
January 9, 2023
July 29, 2022
October 28, 2022
September 15, 2022
November 22, 2022
July 9, 2024
November 14, 2022
August 30, 2022
July 22, 2022
Amounts
$30,000
$299,970,000
$300,000,000
$22,500,000
$277,500,000
$1,950,000,000
$138,000,000
$1,050,000,000
$750,000,000
$1,125,000,000
Obligations
This subsection sets forth the requirements that must be met for a valid declaration, including the form, content, and delivery of the notice to the LP
Among the most significant of these is the representation bring-down condition, which requires that the representations and warranties of the Selling Shareholders and the Target set forth in the EPA shall be true and correct in all material respects as of the closing date
02(a) of the EPA includes a condition that, since the date of the EPA, no Material Adverse Effect shall have occurred with respect to Cascadia (the "no-MAE closing condition")
The standard is therefore more demanding: the GP must be in a position to assert that a MAE has in fact occurred, not merely that one may be expected
04(b) of the LP Agreement prescribes the procedural requirements that must be satisfied for a valid declaration of a Material Impediment Event
The notice must satisfy the following requirements: (i) it must be in writing; (ii) it must identify the specific subsection of Section 7