Examples of New VWE Holdco common stock in a sentence
Base Merger Consideration is the number of shares of New VWE Holdco common stock determined by dividing the Base Merger Consideration Amount by $10 and rounding down to eliminate any fractional share.
Instead, all share amounts will be rounded down to the nearest whole share of New VWE Holdco common stock.
Pursuant to the Transaction Agreement, no fractional shares of New VWE Holdco common stock will be issuable.
Each New VWE Holdco warrant will entitle the holder thereof to purchase one share of New VWE Holdco common stock.
Relates to 26,000,000 shares of New VWE Holdco common stock issuable upon the exercise of 26,000,000 New VWE Holdco warrants.
Relates to (i) an estimated 35,000,0000 shares of New VWE Holdco common stock issuable as merger consideration and (ii) up to 5,726,864 shares of New VWE Holdco common stock issuable pursuant to the earnout provisions of the transaction agreement described herein, to holders of capital stock of Vintage Wine Estates, Inc., a California corporation (“VWE”), in connection with the transactions described herein.
Relates to 26,000,000 warrants to acquire shares of New VWE Holdco common stock (“New VWE Holdco warrants”), into which (i) 18,000,000 public warrants to acquire Class A restricted voting shares of BCAC and (ii) 8,000,000 founder’s warrants to acquire Class A restricted voting shares of BCAC will continue and remain outstanding on a one-for-one basis upon the domestication.
Relates to (i) 36,000,000 shares of common stock, no par value per share (“New VWE Holdco common stock”), issuable upon the domestication to holders of Class A restricted voting shares of BCAC and (ii) 6,000,000 shares of New VWE Holdco common stock issuable upon the domestication to holders of Class B shares of BCAC.
The subscription agreements include customary representations and warranties and conditions to closing.On February 3, 2021, prior to the execution of the transaction agreement, Wasatch acquired 956,618 shares of VWE Series A stock from existing VWE shareholders for an aggregate purchase price of $28.0 million.As a result of these investments, at the closing of the transactions, it is anticipated that Wasatch will hold an aggregate of 12,747,993 shares of New VWE Holdco common stock.
Per Share Merger Consideration is the number of shares of New VWE Holdco common stock equal to Merger Consideration divided by the number of shares of VWE capital stock outstanding immediately prior to the effective time (excluding the excluded shares).