Extract to table

Because Cloudium will be an adverse party (as the target) in the proposed acquisition, the prior representation must be assessed under the applicable Rules of Professional Conduct, including New York Rules of Professional Conduct Rule 1

Depending on the transaction structure, Pinnacle may participate in the proposed acquisition in various capacities — including as a rollover equity investor (in which case its interests would be aligned with Solara), as a dissenting shareholder (in which case its interests would be adverse to Solara), or as a party with whom the merger agreement or related transaction documents must be negotiated

If Pinnacle becomes an adverse party, a co-client, or a party with which the firm is required to negotiate on behalf of Solara, a supplemental conflict check will be required at that time

7(a)(1), a lawyer shall not represent a client if a reasonable lawyer would conclude that the representation will involve the lawyer in representing differing interests

Prior to commencing the engagement, the firm must obtain informed written consent from Meridian Atlantic Bank, N

Conditions to Clearance: The following conditions must be satisfied before the engagement may commence and before a matter number may be activated for billing purposes: 1