![]() Securities and Exchange Commission (or (1) another governmental authority or (2) a governmental agency of similar stature and standing) to constitute a security on a current and going forward basis (and not, for the avoidance of doubt, a determination that XRP was a security in the past).7 If a Securities Default occurs, Tetragon may demand redemption of its shares via a “Redemption Request.”8 Following receipt of a valid Redemption Request, the Stockholders’ Agreement requires Ripple to redeem Tetragon’s shares within sixty days and apply all of its legally available cash and other assets to the redemption.9 4 Id. 2021-0007-MTZ Ma of 22 company.4 Plaintiff, through its affiliates (collectively, “Tetragon”), holds a majority of Ripple’s Series C preferred stock.5 Ripple and Tetragon executed a stockholders’ agreement dated Decem(the “Stockholders’ Agreement”) memorializing Tetragon’s investment and status as “Lead Purchaser.”6 Pursuant to that agreement, Tetragon has a redemption right that is triggered upon a “Securities Default” as defined in Section 5.4: A “Securities Default” means if XRP is determined on an official basis (including without limitation by settlement) by the U.S. ![]() BACKGROUND Ripple is an enterprise blockchain company.2 It uses a cryptocurrency called XRP in its payment network, and hosts a platform, RippleNet, to facilitate transactions.3 Plaintiff Tetragon Financial Group Limited is an investment 1 Docket Item (“D.I.”) 120. (“Ripple”) has moved for summary judgment (the “Motion”).1 For the following reasons, I grant Ripple’s Motion. 2021-0007-MTZ Dear Counsel: In this expedited contractual dispute, defendant Ripple Labs, Inc. Schulman, Esquire Abrams & Bayliss LLP 20 Montchanin Road, Suite 200 Wilmington, Delaware 19807 Tetragon Financial Group Limited v. Taylor, Esquire Ross Aronstam & Moritz LLP 100 South West Street, Suite 400 Wilmington, Delaware 19801 RE: Michael A. ![]() KING STREET, SUITE 11400 WILMINGTON, DELAWARE 19801-3734 MaGarrett B. COURT OF CHANCERY OF THE STATE OF DELAWARE LEONARD L. ![]()
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