FR EA

Extract to table

Pull the structured facts out of a document: parties, dates, amounts, obligations.

Extract to table / merger-agreement-execution.docx
merger-agreement-execution.docx · 1003-00004

Parties

PRIVATE EQUITY FUND IV LP
Harrowgate Capital Partners LLC
Capital Partners IV GP LLC
Delaware General Corp
Dunmore Capital Markets LLC
Ashford Growth Partners LP
Nasdaq Stock Market LLC
Surviving Corp

Dates

April 7, 2025
March 27, 2025
March 24, 2025
March 28, 2025
June 30, 2025
January 15, 2025
September 30, 2025
January 31, 2023
April 4, 2025

Amounts

$340,000,000
$21,500,000
$490,000,000
$150,000,000
$100,000,000
$9,800,000
$980,000,000
$60,000,000
$0.01
$117,600,000

Obligations

"Marketing Period" means the first period of fifteen (15) consecutive Business Days after the date upon which the Company shall have delivered to Parent and the Debt Financing Sources the Required Financial Information, throughout which (a) the conditions set forth in Sections 7
2 (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions at the Closing) shall be satisfied, (b) the Company shall not have publicly announced any intention to restate any material financial statements included in the Required Financial Information, and (c) the Required Financial Information shall remain compliant in all material respects with the requirements of the Debt Commitment Letter; provided that such Marketing Period shall not include any day falling during the period from November 24 through December 1 of any calendar year, or any day on which the financial markets in New York are closed (other than by reason of a weekend); provided, further, that if the Marketing Period has not ended on or prior to the Outside Date, the Outside Date shall be automatically extended by the number of Business Days necessary to permit the Marketing Period to be completed, but in no event shall such extension exceed thirty (30) calendar days
(c) The terms "include," "includes," and "including" are not limiting and shall be deemed to be followed by the phrase "without limitation
(i) The headings and captions in this Agreement are for convenience of reference only, do not constitute a part of this Agreement, and shall not be deemed to limit, characterize, or in any way affect any provision of this Agreement
" (k) Words in the singular shall include the plural, and vice versa, and words denoting any gender shall include all genders
(l) The Parties have participated jointly in the negotiation and drafting of this Agreement, and no rule of construction based on the identity of the drafter shall apply to the interpretation of this Agreement or any provision hereof