Extract to table

" In the definitive proxy statement (the "Definitive Proxy"), these fields must be completed with the final date, time, and location as determined by the Cloudium board of directors

We note that the reverse triangular structure was selected, in part, to preserve the continuity of Cloudium's contracts and permits, and while it is not necessary to disclose the strategic rationale for the structure, the description itself must be precise

The Preliminary Proxy must accurately describe the no-shop provision contained in Section 6

If the limited guarantee does not cover the full reverse termination fee, this distinction must be clearly disclosed

1 of the Merger Agreement) in the Preliminary Proxy must accurately state all agreed-upon carveouts

These conditions include: (i) Stockholder approval — adoption of the Merger Agreement by the affirmative vote of the holders of a majority of the outstanding shares of Cloudium common stock entitled to vote thereon; (ii) HSR Act clearance — expiration or early termination of the waiting period applicable to the merger under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"); (iii) UK CMA clearance — clearance of the merger by the UK Competition and Markets Authority (the "CMA"), either by a decision not to refer the merger for a Phase 2 investigation or by unconditional clearance; (iv) Absence of injunction — no order, injunction, or decree issued by any court of competent jurisdiction or governmental authority restraining, enjoining, or prohibiting the consummation of the merger shall be in effect; (v) Accuracy of representations — the representations and warranties of each party shall be true and correct (subject to applicable materiality and Material Adverse Effect qualifiers) as of the closing date as though made on and as of such date (or, in the case of representations made as of a specific date, as of such date); (vi) Compliance with covenants — each party shall have performed and complied in all material respects with its covenants and agreements under the Merger Agreement required to be performed or complied with prior to or at the closing; and (vii) Delivery of closing deliverables — each party shall have delivered to the other parties all certificates, instruments, documents, and other deliverables required to be delivered at or prior to the closing