New PubCo definition
Examples of New PubCo in a sentence
At the Effective Time, pursuant to this Agreement, Old PubCo will assign to New PubCo, and New PubCo will assume, sponsorship of (a) Old PubCo’s Third Amended and Restated Severance Plan (the “Severance Plan”) and (b) Old PubCo’s Eighth Amended and Restated Non-Employee Director Compensation Program (the “▇▇▇ Compensation Program”), along with all of Old PubCo’s rights and obligations under the Severance Plan and ▇▇▇ Compensation Program.
Upon the Effective Time, any certificates representing shares of Old PubCo Class C Common Stock immediately prior to the Effective Time shall thereafter represent the shares of New PubCo Class C Common Stock into which such shares of Old PubCo Class C Common Stock were converted by virtue of the Merger.
Each share of Old PubCo Class C Common Stock issued and outstanding immediately prior to the Effective Time, and after giving effect to the Old PubCo Class C Share Surrender, shall be converted into one validly issued, fully paid and nonassessable share of New PubCo Class C Common Stock.
Old PubCo shall file a certificate of merger, in substantially the form attached hereto as Exhibit B, executed in accordance with the relevant provisions of the DGCL, with the Secretary of State of the State of Delaware, and Old PubCo, New PubCo and Merger Sub shall make all other filings or recordings required under the DGCL to effectuate the Merger.
New PubCo shall be designated as the managing member of OpCo upon the Effective Time and shall thereupon hold such position in accordance with the New OpCo LLCA until its successor is duly elected or appointed and qualified or until its earlier resignation or removal.