Extract to table

This dual-jurisdiction profile informs certain aspects of the MAE Definition, including the carveout for changes in accounting standards (which must address both IFRS and GAAP), the carveout for changes in law (which must encompass UK, US, Indian, and German regulatory regimes), and the disproportionate-impact comparator group (which must reflect the geographies in which Cloudium operates)

Carveout (f): Changes in Company Stock Price or Trading Volume (f) any change in the market price or trading volume of the shares of Company Common Stock on the Nasdaq Global Select Market; provided that the underlying cause or causes of such change shall not, by operation of this clause (f), be excluded from the determination of whether a Material Adverse Effect has occurred; [Annotation

Carveout (g): Failure to Meet Projections or Estimates (g) any failure by the Company or any of its Subsidiaries to meet any internal or published industry analyst projections, budgets, plans, forecasts, or estimates of revenue, earnings, cash flow, or other financial or operating metrics for any period (including any failure to meet any projections, budgets, plans, forecasts, or estimates set forth in the Confidential Information Memorandum dated August 15, 2023, or the Company Management Presentation dated September 22, 2023); provided that the underlying cause or causes of such failure shall not, by operation of this clause (g), be excluded from the determination of whether a Material Adverse Effect has occurred; [Annotation

2(a) of the draft Merger Agreement conditions the obligations of Solara and Merger Sub to consummate the merger on the satisfaction (or waiver by Solara) of the following condition, among others: "Since the date of this Agreement, no Material Adverse Effect shall have occurred and be continuing as of the Closing Date

The MAE Definition must strike the right balance

The proposed language is: "(l) any change in, or withdrawal of, any credit rating or financial strength rating of the Company or any of its Subsidiaries or any of their respective Indebtedness; provided that the underlying cause or causes of such change or withdrawal shall not, by operation of this clause (l), be excluded from the determination of whether a Material Adverse Effect has occurred;" 4