IPO Corp is a corporation duly incorporated, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all requisite corporate power and authority to own, lease and operate the assets used in its business, to carry on its business as presently conducted, to enter into this Agreement, to perform its obligations hereunder, and to consummate the transactions contemplated hereby;
IPO Corp has taken all corporate action necessary to authorize its execution and delivery of this Agreement, its performance of its obligations thereunder, and its consummation of the transactions contemplated thereby;
IPO Corp. Common Stock”) from the Sellers (including holders of shares of IPO Corp. Common Stock received in respect of exercise of options to acquire Partnership Units after the date hereof), and (B) contribute such shares to IPO Corp.
IPO Corp. Earnout Shares”) and shall not have any economic or voting rights until the Stock Earnout Target is met. The total number of shares of IPO Corp. Common Stock to be issued as Merger Consideration shall equal the Acquired Shares. As a result of the Merger, at the Merger Effective Time, each holder of a Certificate (as defined in Section 1.7(b)) shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration payable in respect of the shares of Buyer Common Stock represented by such Certificate immediately prior to the Merger Effective Time, all to be issued or paid, without interest, in consideration therefor upon the surrender of such Certificate in accordance with Section 1.7(b) (or, in the case of a lost, stolen or destroyed Certificate, Section 1.7(f)).
IPO Corp agrees to hold all the books and records of BMP/GHC, the Company and its Subsidiaries existing on the Closing Date and not to destroy or dispose of any thereof for a period of ten (10) years from the Closing Date or such longer time as may be required by Law.
IPO Corp becomes the successor guarantor under the Xxxxxx Credit Agreement and the Xxxxxx Note Indentures. • GPC and BMP/GHC contribute their shares of IPO Corp. common stock to IPO Corp. IPO Corp. issues new shares of IPO Corp. Common Stock to GPC and BMP/GHC on a one for one basis and issues warrants to GPC and BMP/GHC in an amount equal to their pro rata amount of the 2,760,000 new warrants to be issued (part of consideration). • IPO Corp. issues warrants to Sellers other than GPC and BMP/GHC in an amount equal to such Sellers’ pro rata amount of the 2,760,000 new warrants to be issued. • Simultaneously with the prior step, IPO Corp. issues 4 special voting shares to BCP LLC and 0.7 special voting share to GPC (i.e., pro rata in respect of Holding’s general partner interests). Each special voting share will be non-transferable by its holders (except to affiliates). • GPC Opco GP LLC distributes its 1% general partnership interest in the Operating Company to IPO Corp., and IPO Corp. contributes a 1% limited partnership interest in the Operating Company to GPC Opco GP LLC. • BCP LLC distributes its assets and liabilities (i.e., IPO Corp. common stock and special voting shares) to BMP/GHC and liquidates. • GPC distributes IPO Corp. common stock to the Xxxxxx Family Holders. • BMP/GHC converts to a Delaware limited liability company (“UBMP/GHC LLCU”) treated as a flow through entity for U.S. federal income tax purposes. • As a result of these transactions, all Sellers will directly hold shares of IPO Corp. Common Stock pro rata with their earlier ownership rights in the Company.
IPO Corp owns all of the issued and outstanding equity interests in Merger Sub.
IPO Corp s certificate of incorporation and bylaws shall be amended and restated prior to the Contribution and Merger, and IPO Corp.’s certificate of incorporation and bylaws shall be as set forth on Exhibit C hereto and Exhibit D hereto, respectively, and shall continue to be the certificate of incorporation and bylaws of IPO Corp. until thereafter amended in accordance with the provisions thereof and applicable Law.
IPO Corp owns all of the equity interests in Merger Sub. Except as set forth on Exhibit F, there are no other equity interests of either IPO Corp or Merger Sub authorized, issued, reserved for issuance or outstanding and there are no contracts, commitments, options, warrants, calls, rights, puts, convertible securities, exchangeable securities, understandings or arrangements by which either IPO Corp. or Merger Sub is or may be bound to issue, redeem, purchase or sell additional equity interests or securities convertible into or exchangeable for any other equity interest of IPO Corp. or Merger Sub, except as set forth in this Agreement.
IPO Corp. Common Stock”) (the “New Warrant Consideration” and together with the Cash Consideration, the “Warrant Consideration”), in each case as the holder of Public Warrants shall have elected or be deemed to have elected (an “Election”) in accordance with Section 11(c)(i)(B). All such Public Warrants, when so converted, will automatically be retired and will cease to be outstanding, and the holder of a Warrant Certificate that, immediately prior to the effective time of the Merger, represented outstanding Public Warrants will cease to have any rights 2 with respect thereto, except the right to receive, upon the surrender of such Warrant Certificate the applicable Warrant Consideration. The new warrants to purchase IPO Corp. Common Stock issuable in respect of the New Warrant Consideration will contain the terms and conditions set forth in the warrant agreement attached as Exhibit D hereto (the “New Warrant Agreement”).
