Surviving Pubco definition
Examples of Surviving Pubco in a sentence
For the avoidance of doubt, the restrictions set forth herein shall also not apply to transactions relating to Surviving Pubco Preferred Shares, Surviving Pubco Common Shares or other securities convertible into or exercisable or exchangeable for Surviving Pubco Common Shares acquired in open market transactions after the effective time of the Mergers.
For purposes of this Agreement, the “Lock-up Shares” shall mean (i) the shares of the Surviving Pubco Preferred Shares held by such Holder immediately following the Acquiror Conversion and Closing (ii) the shares of the Surviving Pubco Common Shares held by such Holder immediately following the Closing and (iii) any shares of the Surviving Pubco Common Shares issued pursuant to the conversion of the Surviving Pubco Preferred Shares during the Lock-Up Period.
Immediately prior to the First Effective Time, the Acquiror will deliver or cause to be delivered to the Exchange Agent a number of Surviving Pubco Shares equal to the total Per Share Merger Consideration in respect of the Company Common Stock (other than Dissenting Shares) and a number of Surviving Pubco Series A Preferred Shares equal to the total Per Share Merger Consideration in respect of the Company Preferred Stock (the “Exchange Fund”).
On the date that is twelve (12) months after the Closing Date, the Surviving Pubco shall instruct the Exchange Agent to deliver to the Surviving Pubco any portion of the Per Share Merger Consideration deposited with the Exchange Agent that remains undistributed to the Company Stockholders pursuant to instructions provided to the Exchange Agent by the Surviving Pubco at such time, unless required otherwise by applicable Law, and the Exchange Agent’s duties shall terminate.
None of the Surviving Pubco, Merger Sub, the Company or the Exchange Agent shall be liable to any Person in respect of any Per Share Merger Consideration delivered to a public official pursuant to and in accordance with any applicable abandoned property, escheat or similar Laws.
Notwithstanding anything to the contrary in this Section 3.2, no fractional Surviving Pubco Shares shall be issued in the Mergers and such fractional share interests will not entitle the owner thereof to vote or to have any rights of a stockholder of Surviving Pubco or a holder of shares of Surviving Pubco Shares.
From the date hereof through the Closing, Acquiror shall use its reasonable best efforts to (a) remain listed as a public company on Nasdaq, (b) prepare and submit to Nasdaq or the NYSE (as reasonably agreed by the Parties in good faith) a listing application, if required under Nasdaq or NYSE rules and regulations, as promptly as practicable after the execution of this Agreement, covering the Surviving Pubco Common Shares, and (c) obtain approval for the listing of such Surviving Pubco Common Shares.
For the avoidance of doubt, Lock-up Shares shall not include any shares of Acquiror Common Stock underlying any Private Units (as defined in Acquiror’s Registration Statement on Form S-1 File No. 333-275155), or warrants of the Acquiror held by the Holder, any Private Units, or any corresponding Surviving Pubco Common Shares into which such any security would convert.
The Acquiror, Merger Sub, Surviving Pubco and any other applicable withholding agent shall be entitled to deduct and withhold, or cause to be deducted and withheld, from the consideration otherwise payable pursuant to this Agreement such amounts as are required to be deducted and withheld under applicable Law.
In respect of any such fractional shares to which any Company Stockholder would otherwise be entitled, such fractional shares shall round up to the nearest whole share of Surviving Pubco Share, as applicable, provided any such rounding of fractional shares that results in an excess of the Total Share Consideration shall reduce the consideration payable to P▇▇▇▇ ▇▇▇▇▇▇▇▇ and G▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and their Affiliates on a pro rata basis.