Extract to table
Pull the structured facts out of a document: parties, dates, amounts, obligations.
Extract to table / memo-equity-commitment-limited-guarantee.docx
memo-equity-commitment-limited-guarantee.docx
Parties
Fenwick LLP
Solara Digital Infrastructure LP
Digital Infrastructure Fund VI LP
Stratos Merger Sub Inc
Solara Fund VI GP LLC
Delaware General Corp
Ironclad Capital Markets LLC
Pinnacle Growth Ventures LLC
Dates
January 14, 2024
January 22, 2024
January 12, 2024
March 15, 2021
January 8, 2024
February 9, 2024
February 12, 2024
June 30, 2024
Amounts
$2,832,888,096
$246,000,000
$221,000,000
$25,000,000
$6,800,000,000
$36.92
$4,240,000,000
$3,740,000,000
$500,000,000
$142,814,544
Obligations
In this sense, the equity contribution functions as the "last dollar in" — the amount of cash (exclusive of rollover equity, which is a non-cash contribution) that Fund VI must deliver to Merger Sub at closing after the debt financing has been drawn
An important distinction must be clearly understood
• There shall be no "piercing" beyond the $246,000,000 cap
The aggregate liability of the Guarantor under the Limited Guarantee shall not exceed $246,000,000 under any circumstances, regardless of the theory of recovery (contract, tort, equity, or otherwise)
All conditions to Merger Sub's obligation to close under Article VII of the Merger Agreement must have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the closing itself, each of which must be capable of being satisfied at the closing)
The debt financing must be available to be funded at closing (i