Apollo Securities definition
Examples of Apollo Securities in a sentence
Transfers pursuant to this Section 3.6 shall first be satisfied with vested Apollo Securities but if all such Apollo Securities are to be sold in the Tag Along Transaction, may be satisfied with unvested Apollo Securities.
No certificates or scrip or shares representing fractional shares of Jupiter Common Stock shall be issued upon the exchange of the Outstanding Apollo Securities in the Merger and such fractional share interests will not entitle the owner thereof to vote or to have any rights of a stockholder of Jupiter.
In lieu of any fractional share of Jupiter Common Stock to which any holder of Outstanding Apollo Securities would otherwise be entitled, the Exchange Agent shall round up or down to the nearest whole share of Jupiter Common Stock, as applicable, with a fraction of 0.5 rounded up.
The Per Share Merger Consideration issuable upon conversion of the Outstanding Apollo Securities in accordance with the terms hereof shall be deemed to have been paid and issued in full satisfaction of all rights pertaining to such Outstanding Apollo Securities.
Apollo shall reasonably cooperate with Jupiter and the Exchange Agent in connection with the appointment of the Exchange Agent, and the conversion of the Outstanding Apollo Securities pursuant to this Agreement (including the provision of any information, or the entry into any agreements or documentation, necessary or advisable, as determined in good faith by Jupiter, or otherwise requested by the Exchange Agent to fulfill its duties as the Exchange Agent in connection with the Transactions).
Any portion of the Merger Consideration remaining unclaimed by the holders of Outstanding Apollo Securities (as of immediately prior to the Effective Time) as of a date which is immediately prior to such time as such amounts would otherwise escheat to or become property of any Governmental Authority shall, to the extent permitted by the BCA, become the property of Jupiter free and clear of any claims or interest of any Person previously entitled thereto.
Apollo shall provide Jupiter prompt (but in any event within one (1) Business Day) written notice of any demands received by Apollo for appraisal of any Outstanding Apollo Securities, any withdrawal of any such demand and any other demand, notice or instrument delivered to Apollo prior to the Effective Time pursuant to the BCA that relates to such demand.
At the Effective Time, the stock transfer books of Apollo shall be closed and there shall be no further registration of transfers of Outstanding Apollo Securities thereafter on the records of Apollo.
At least two (2) Business Days prior to the Closing Date, Apollo shall deliver to Jupiter and the Exchange Agent a schedule (the “Merger Payment Schedule”) of record holders of the Outstanding Apollo Securities and the number of shares of Jupiter Common Stock to be delivered to each such beneficial owner in accordance with Section 3.1(a).
From and after the Effective Time, the holders of Outstanding Apollo Securities outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Outstanding Apollo Securities, except as otherwise provided in this Agreement or by Law.