OpCo Merger definition
Examples of OpCo Merger in a sentence
Prior to the Initial Company Merger Effective Time, Parent shall enter into an agreement with a commercial bank, trust company or transfer agent that is mutually acceptable to the Company and Parent to act as agent for the holders of Eligible Shares in connection with the Initial Company Merger and the holders of Eligible Heat OpCo Units in connection with the OpCo Merger (the “Exchange Agent”) and to receive the Merger Consideration to which such holders shall become entitled pursuant to this Article III.
Parent, as the sole member of Merger Sub II and the Managing Member and Majority Member (as such terms are defined in the Pacers OpCo LLC Agreement) of Pacers Opco, approved and declared advisable this Agreement and the Transactions, including the OpCo Merger.
At the OpCo Merger Effective Time, the transfer books of Heat OpCo shall be closed immediately, and there shall be no further registration of transfers on the transfer books of Heat OpCo of the Heat OpCo Units that were outstanding immediately prior to the OpCo Merger Effective Time.
If, after the OpCo Merger Effective Time, Certificates are presented to the Surviving OpCo for any reason, they shall be cancelled and exchanged for the OpCo Merger Consideration and any cash to be paid in lieu of any fractional Pacers OpCo Units in accordance with Section 3.5(h) and Post-Effective Time Distributions payable in respect of the Heat OpCo Units previously represented by such Certificates.
The Company, in its capacity as sole managing member of Heat OpCo, approving and declaring advisable this Agreement and the Transactions, including the OpCo Merger is the only vote of the holders of any class or series of Heat OpCo Membership Interests necessary to approve and adopt this Agreement and the OpCo Merger.
As a result of the OpCo Merger, the separate existence of Heat OpCo shall cease and Pacers OpCo shall continue its existence under the laws of the State of Delaware as the surviving company (in such capacity, Pacers OpCo is sometimes referred to herein as the “Surviving OpCo”).
At the OpCo Merger Effective Time, Heat OpCo will be merged with and into Pacers OpCo (the “OpCo Merger”) in accordance with the provisions of the DLLCA.
Without limiting the generality of the foregoing, and subject thereto, at the OpCo Merger Effective Time, all the property, rights, privileges, powers and franchises of each of Heat OpCo and Pacers OpCo shall vest in the Surviving OpCo, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of Heat OpCo and Pacers OpCo shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving OpCo.
Following the OpCo Merger Effective Time, the Exchange Agent, as agent for the holders of Eligible Shares in connection with the Company Mergers, shall sell the Excess Shares at then prevailing prices on the NYSE, all in a manner provided in subsection (iii) of this Section 3.5(h).
As promptly as practicable following the OpCo Merger Effective Time, the Exchange Agent shall determine the excess of (A) the number of full shares of Parent Common Stock delivered to the Exchange Agent by Parent pursuant to Section 3.5(a) over (B) the aggregate number of full shares of Parent Common Stock to be distributed pursuant to Section 3.5(g) (such excess being herein referred to as, the “Excess Shares”).