Extract to table

Given that the proposed 100% stock purchase by Solara Fleet Holdings LLC squarely falls within the definition of "Change of Control" in the TerraLink agreement, the solicitation of TerraLink's written consent has been flagged as a critical path item that must be addressed before or as a condition to the closing of the Transaction

The executive employment agreements contain change-of-control severance provisions that are triggered by the Transaction but do not require consent; rather, they give rise to contingent severance liabilities that must be factored into the closing cost analysis

It is common in SaaS businesses for a small number of larger enterprise customers to negotiate bespoke terms that depart from the standard form, and any such departures must be identified and assessed

The provision states, in relevant part: "Neither party may undergo a Change of Control without the prior written consent of the other party, which consent shall not be unreasonably withheld, conditioned, or delayed

For the avoidance of doubt, consummation of a Change of Control without the prior written consent of the non-changing party shall constitute a material breach of this Agreement

MFW is subject to the following financial covenants, tested on a quarterly basis as of the last day of each fiscal quarter: (a) Minimum Fixed Charge Coverage Ratio: MFW must maintain a minimum fixed charge coverage ratio of not less than 1