Examples of OpCo Unit in a sentence
Each Redeeming Stockholder shall have the New PubCo Class A Common Stock issued to such Redeeming Stockholder pursuant to Section 2.01 redeemed immediately following the Mergers and the OpCo Unit Contribution, and such stock shall be converted into the right to receive from New PubCo, in cash, an amount per share calculated in accordance with such stockholder’s Redemption Rights.
At or as promptly as practical after the consummation of the Mergers and the OpCo Unit Contribution, New PubCo shall make such cash payments in respect of each such share.
The Committee shall determine the eligible Participants to whom, and the time or times at which, awards of OpCo Units shall be made; the number of OpCo Units to be awarded; the price, if any, to be paid by the Participant for the acquisition of such OpCo Units (which may be less than the fair value of the OpCo Unit); and the restrictions and conditions applicable to such award of OpCo Units.
Unless this Agreement is terminated earlier pursuant to Article IX, the closing of Mergers and OpCo Unit Contribution shall take place at 10:00 a.m. New York City time on a date (the “Closing Date”) to be specified by Acquiror and the Company (the “Closing”).
Subject to the terms and conditions set forth herein and in the Plan, the Company hereby grants to the Participant the number of Units provided in the Grant Notice (with each Unit deemed to be an OpCo Unit under the Plan).
Each of Xxxxx and Sponsor agrees that he or it, as applicable, shall execute and deliver the OpCo Unit Contribution Agreement in accordance with the terms of this Agreement and shall do and perform all such other acts and things as may be reasonably necessary to effect the consummation of the transactions contemplated by the OpCo Unit Contribution Agreement.
Each of Xxxxx and Sponsor has executed and delivered the OpCo Unit Contribution Agreement in accordance with the terms of this Agreement, which execution and delivery shall be contingent on the consummation of First Merger Effective Time.
The Class A Common Stock, Class B Common Stock and OpCo Unit ownership presented in the diagram above corresponds to the following respective aggregate voting power and economic interest in Nerdy Inc.
All required filings under the HSR Act shall have been completed and any applicable waiting period (and any extension thereof) applicable to the consummation of the Mergers, the OpCo Unit Contribution and the other Transactions under the HSR Act shall have expired or been terminated, and any pre-Closing approvals or clearances reasonably required thereunder shall have been obtained.
Following the Merger, each holder of an IPT OpCo Unit shall cease to have any rights with respect to such IPT OpCo Units.