The INK is still fresh on this Betty Crocker of DelawareThe INK is still fresh on this Betty Crocker of Delaware …. Seems this company did not exist at the time of the NEWs from IAM or Even Globe and Mail – at least consummated legally. ( Nov 2020 – then 2021).
So the special purpose vehicle was part in part of the bake time of this deal, (1.5 years) then and now another 210 days (3/4 year) of baking may be required and no FB in the dough? Catapult is a
special purpose vehicle formed to acquire the BlackBerry patent assets.
https://www.sec.gov/Archives/edgar/data/1777319/000149315221018334/ex10-1.htm AMENDED AND RESTATED Agreement and Plan of Merger by and among CERBERUS CYBER SENTINEL CORPORATION, CATAPULT ACQUISITION MERGER SUB, LLC, CATAPULT ACQUISITION CORPORATION, THE SHAREHOLDERS OF CATAPULT ACQUISITION CORPORATION and the shareholder representative Dated as of July 26, 2021 AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER This Amended and Restated Agreement and Plan of Merger (this “
Agreement”), is entered into as of July 26, 2021, by and among Cerberus Cyber Sentinel Corporation, a Delaware corporation (“
Cerberus”), Catapult Acquisition Merger Sub, LLC, a New Jersey limited liability company and a wholly owned subsidiary of Cerberus (“
Merger Sub”), Catapult Acquisition Corporation, a New Jersey corporation (“
Catapult”), the shareholders of Catapult Acquisition Corporation whose names appear on the signature page hereto (the “
Catapult Shareholders”) and Darek Hahn, in his capacity as the shareholder representative (the “
Shareholder Representative”). Each of Cerberus, Merger Sub, Catapult, the Catapult Shareholders and the Shareholders Representative are referred to herein as a “
Party” and together as “
Parties.” Certain terms used in this Agreement are defined in
Annex 1.
RECITALS WHEREAS, the Cerberus Board has determined that it is in the best interests of Cerberus and Merger Sub, and has declared it advisable, to enter into this Agreement providing for the merger (the “
Merger”) of Merger Sub with and into Catapult, upon the terms and subject to the conditions set forth herein;
WHEREAS, Catapult and the Catapult Shareholders have determined that it is in the best interests of Catapult and all the Catapult shareholders, and have declared it advisable, to enter into this Agreement, upon the terms and subject to the conditions set forth herein;
WHEREAS, the Catapult Shareholders have appointed Darek Hahn as the Shareholder Representative, with the power and authority set forth herein, and he accepts the duties and responsibilities of the Shareholders Representative set forth herein; and
WHEREAS, the Parties previously entered into an Agreement and Plan of Merger dated June 30, 2021 (the “
Original Agreement”), and desire to enter into this Agreement to amend and restate the Original Agreement as provided herein.
AGREEMENT NOW, THEREFORE, in consideration of the foregoing and the respective representations, warranties, covenants and agreements set forth in this Agreement and intending to be legally bound hereby, the Parties agree as follows, with the effect of amending and restating the Original Agreement in full (except as otherwise specifically provided herein):
ARTICLE I
The Merger Section 1.1
The Merger. At the Effective Time, upon the terms set forth in this Agreement, and in accordance with the New Jersey Revised Uniform Limited Liability Company Act (the “
LLCA”) and the New Jersey Business Corporation Act (the “
BCA”), Merger Sub shall be merged with and into Catapult. As a result of the Merger, the separate existence of Merger Sub shall cease and Catapult shall continue as the entity surviving the Merger (the “
Surviving Entity”).
Section 1.2
Closing. Upon the terms and subject to the conditions of this Agreement, the closing of the Merger (the “
Closing”) shall take place on the first Business Day following the deadline for filing dissents to the Merger set forth in Section 2.1(e) below (the “
Closing Date”).