FR EA

Extract to table

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

Extract to table / agreement-and-plan-of-merger-execution.docx
agreement-and-plan-of-merger-execution.docx · 1042-00004

Parties

Brightfield Cloud Services Inc
Capitol Registered Agents LLC
General Corp
Surviving Corp
Ashburn Park Capital LLC
Fitch LLP
Firth Corvinal CPAs LLP

Dates

June 1, 2023
June 15, 2023
July 22, 2023
July 22, 2025
January 22, 2025
July 16, 2023
July 18, 2023
July 22, 2024

Amounts

$480,000,000
$4,800,000
$8,000,000
$550,000
$22,000,000
$220,000
$16,500,000
$0.001
$3,300,000
$2,200,000

Obligations

"Cause" shall have the meaning ascribed to such term in the applicable Founder Employment Agreement
Unless the context of this Agreement otherwise requires: (a) words of any gender include each other gender; (b) words using the singular or plural number also include the plural or singular number, respectively; (c) the terms "hereof," "herein," "hereby," "hereto," and derivative or similar words refer to this entire Agreement; (d) the terms "Article," "Section," "Schedule," "Exhibit," and "Annex" refer to the specified Article, Section, Schedule, Exhibit, or Annex of or to this Agreement, unless otherwise specified; (e) the word "including" (and correlative words) means "including, without limitation"; (f) the word "or" is not exclusive; (g) the word "extent" in the phrase "to the extent" means the degree to which a subject or other thing extends, and such phrase does not mean simply "if"; (h) references to "dollars" or "$" mean United States dollars; (i) references to any statute, regulation, or other Law include all statutory and regulatory provisions consolidating, amending, replacing, or supplementing such statute, regulation, or Law, and any reference to any statute, regulation, or Law shall include all rules and regulations promulgated thereunder, unless the context requires otherwise; (j) references to any contract or agreement mean such contract or agreement as amended, supplemented, or otherwise modified from time to time in accordance with its terms; (k) references to any Person include the successors and permitted assigns of such Person; (l) the table of contents and headings set forth in this Agreement are for convenience of reference purposes only and shall not affect or be deemed to affect in any way the meaning or interpretation of this Agreement or any term or provision hereof; and (m) any reference to any federal, state, local, or foreign statute or Law shall be deemed also to refer to all rules and regulations promulgated thereunder, unless the context otherwise requires
Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with Section 251 of the DGCL, at the Effective Time, the Company shall be merged with and into Merger Sub (the "Merger"), whereupon the separate corporate existence of the Company shall cease and Merger Sub shall continue as the surviving corporation under the name "BCS DevTools Merger Sub, Inc
" (or such other name as Parent may determine) (the "Surviving Corporation") and shall continue to be governed by the laws of the State of Delaware
Following the Effective Time, the Surviving Corporation shall be a wholly owned subsidiary of Parent
The closing of the Merger (the "Closing") shall take place on July 22, 2023 (the "Closing Date"), remotely via the electronic exchange of documents and signatures (including by portable document format (