3 unchanged sentences
Our Board has adopted a Tax Benefit Preservation Plan, which may not protect the future availability of the Company’s tax assets in all circumstances and which could delay or discourage takeover attempts that some shareholders may consider favorable.
−Removed: As of March 31, 2023, we had approximately $147 million of U.S.
−Removed: federal net operating losses (“NOLs”) as well as other tax attributes that could be available in certain circumstances to reduce future U.S.
+Added: As of March 31, 2023, we had approximately $147 million of NOLs as well as other tax attributes that could be available in certain circumstances to reduce future U.S.
corporate income tax liabilities.
10 unchanged sentences
See “ Note 11.
−Removed: Subsequent Events” for additional information on the terms and operation of the Plan.
+Added: Stockholders' Equity" for additional information on the terms and operation of the Plan.
By adopting the Plan, the Board of Directors is seeking to protect the Company’s ability to use its NOLs and other tax attributes to offset potential future income tax liabilities.
7 unchanged sentences
Because the Board of Directors may consent to certain transactions, the Plan gives our Board of Directors significant discretion to act in the best interests of shareholders.
−Removed: See the Exhibit Index immediately following this page, which is incorporated herein by reference.
−Removed: EXHIBIT INDEX
−Removed: Exhibit Number Exhibit Description
−Removed: Certificate of Designations of Series B Junior Participating Preferred Stock of Upland Software, Inc., filed with the Secretary of State of the State of Delaware on May 2, 2023 (previously filed and incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed on May 3, 2023).
−Removed: Tax Benefit Preservation Plan, dated as of May 2, 2023, by and between Upland Software, Inc.
−Removed: and Broadridge Corporate Issuer Solutions, LLC, as rights agent (previously filed and incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K, filed on May 3, 2023).
−Removed: Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
−Removed: Certification of Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
−Removed: Certification of Chief Executive Officer pursuant to 18 U.S.C.
−Removed: Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
−Removed: Certification of Chief Financial Officer pursuant to 18 U.S.C.
−Removed: Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
−Removed: 101* Inline XBRL (Extensible Business Reporting Language).
−Removed: The following materials from this Quarterly Report on Form 10-Q for the periods ended March 31, 2023, formatted in Inline XBRL:
−Removed: (i) condensed consolidated balance sheets of Upland Software, Inc., (ii) condensed consolidated statements of operations of Upland Software, Inc., (iii) condensed consolidated statements of comprehensive income/(loss) of Upland Software, Inc., (iv) condensed consolidated statement of stockholders’ equity of Upland Software, Inc., (v) condensed consolidated statements of cash flows of Upland Software, Inc.
−Removed: and (vi) notes to unaudited condensed consolidated financial statements of Upland Software, Inc.
−Removed: The instance document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document.
−Removed: 104* Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
−Removed: * Filed herewith.
−Removed: ** Furnished herewith.
−Removed: Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
−Removed: UPLAND SOFTWARE, INC.
−Removed: May 9, 2023 /s/ Michael D.
−Removed: Chief Financial Officer
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.