FR EA

Extract to table

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

Extract to table / letter-agreement-waiver-preclosing-covenant.docx
letter-agreement-waiver-preclosing-covenant.docx · 1041-00003

Parties

HARKNESS LLP
Sato LLP
Stratos Merger Sub Inc
Digital Infrastructure Fund VI LP
Solara Fund VI GP LLC
CLOUDIUM TECHNOLOGIES PLC

Dates

April 29, 2024
January 22, 2024
April 22, 2024
May 29, 2024
May 6, 2024

Amounts

$6,800,000,000
$36.92
$10,000,000
$12,000,000

Obligations

1 provides that, during the Interim Period, the Company shall, and shall cause each of its subsidiaries to, operate the business in the ordinary course of business consistent with past practice and, except as expressly contemplated by the Merger Agreement, shall not take, or agree or commit to take, certain specified actions without the prior written consent of Parent (which consent, as set forth in the Merger Agreement, shall not be unreasonably withheld, conditioned, or delayed)
Defined Terms Capitalized terms used but not otherwise defined in this Letter Agreement shall have the respective meanings ascribed to such terms in the Merger Agreement
No assignment or delegation of the counterparty's obligations under the Proposed Hosting Agreement to any other person shall be permitted without Parent's prior written consent
This waiver shall become effective upon the execution and delivery of the Proposed Hosting Agreement by the Company or its applicable subsidiary and the counterparty thereto; provided, however, that such execution and delivery shall occur no later than thirty (30) days following the date of this Letter Agreement (i
Limitations of Waiver The waiver set forth in Section 3 of this Letter Agreement is strictly limited to the specific matter described herein — namely, the Company's entry into the Proposed Hosting Agreement on the terms and subject to the conditions described above — and shall not be construed as, or deemed to constitute, a waiver of: (a) any other provision of Section 6
Nothing in this Letter Agreement shall constitute, or shall be deemed or construed to constitute, a course of dealing between Parent and the Company, or shall establish or be deemed to establish any custom, practice, or precedent with respect to the granting of waivers or consents under the Merger Agreement