Combined Company. Immediately following the Merger, and based on the above share information and illustrative Preferred Stock Conversion and before taking into account the Reverse Stock Split, if it is effected, the ownership of shares of the Combined Company would be as follows: • the former holders of Xxxxxxx Common Stock (prior to the Preferred Stock Conversion) would own 15,967,240 shares of Era Common Stock, or approximately 17% of the fully diluted shares outstanding; • the former holders of Xxxxxxx Preferred Stock would own 52,726,497 shares of Era Common Stock, or approximately 56% of the fully diluted shares outstanding; • holders of Xxxxxxx Common Stock Awards would be holders of Era equity awards entitling them to receive an aggregate of 845,586 shares of Era Common Stock upon exercise or vesting thereof, as applicable, or approximately 0.9% of the fully diluted shares; • holders of Xxxxxxx Preferred Stock Awards would be holders of Era equity awards entitling them to receive an aggregate of 2,351,012 shares of Era Common Stock upon exercise or vesting thereof, as applicable, or approximately 2.5% of the fully diluted shares; • Era stockholders prior to the Merger would continue to own 20,996,268 shares of Era Common Stock (including 369,136 shares of restricted Era Common Stock that will vest upon completion of the Merger, but not including shares that will continue to be restricted following the Merger), or approximately 22.2% of the fully diluted shares outstanding; • holders of Era stock options prior to the Merger would continue to own stock options exercisable for 172,904 shares of Era Common Stock, or approximately 0.2% of the fully diluted shares outstanding; and • 529,115 shares of Era Common Stock would underlie Era restricted stock awards that will remain restricted following the Merger, or 0.6% of the fully diluted shares outstanding. In addition, there would be 176,394 shares of Era Common Stock reserved to settle certain disputed claims pursuant to Xxxxxxx’x Amended Joint Chapter 11 Plan of Reorganization. What will holders of Era equity awards receive in the Merger? Pursuant to the Merger Agreement, the following will occur at the Effective Time:
Combined Company. 34 Companies...................................................................22 Company.....................................................................22 Consents....................................................................
Combined Company. Section 1.1........................3
Combined Company. The corporate details of the Combined Company will be as set out above for the Recipient Company, except for the corporate name which shall change to Anora Group Plc. The Combined Company shall have its domicile in Helsinki, Finland, and headquarter functions in Helsinki. The Combined Company will continue to be listed on the official list of Nasdaq Helsinki. The Parties will seek to ensure that the shares in the Combined Company or depository receipts or interests representing the shares in the Combined Company, as the case may be, will be subject to a secondary listing on the Oslo Børs, in connection with the completion of the Merger or as soon as possible thereafter, for a transitional period of four (4) months from the first day of the secondary listing on the Oslo Børs, after which the shares in the Combined Company (or depository receipts or interests representing the shares in the Combined Company, as the case may be) shall be delisted from the Oslo Børs. The Board of Directors of the Combined Company is instructed to implement the delisting by separate application to the Oslo Børs. The Combined Company's CEO will be Xxxxx Xxxxxxx, the current CEO of Altia.
Combined Company. The combined company’s proposed governance and management structure contemplated by the merger agreement, which is expected to enable continuity of management and an effective and timely integration of the two companies’ operations and reflects the fact that the transaction was structured as a “merger of equals” rather than an acquisition of Delhaize by Xxxxx or vice versa: • the combined company will be governed by a two-tier board comprising a supervisory board and a management board, with the day-to-day management being delegated to an executive committee; • the supervisory board will consist of fourteen members, with seven members being designated by each of Xxxxx and Delhaize; • the chairman of the Delhaize board and the chairman of Xxxxx’s supervisory board will become the chairman and the vice chairman, respectively, of the combined company’s supervisory board and will together form the presidium of the supervisory board; • the chief executive officer of Xxxxx will become the combined company’s chief executive officer and that the chief executive officer of Delhaize will become the combined company’s deputy chief executive officer and chief integration officer; • the chief financial officer of Xxxxx and the chief financial officer of Delhaize will become the combined company’s chief financial officer and chief operating officer for Europe, respectively; • the combined company’s management board will consist of the chief executive officer, the deputy chief executive officer, the chief financial officer and the chief operating officers for the U.S. and Europe; and • the fact that the combined company’s management board will initially be composed of an equal number of former Xxxxx and Delhaize officers;
