demanded and not withdrawn a demand for, lost or waived their right to, or otherwise failed to perfect appraisal rights for such shares of Company Common Stock under Section 262 of the Delaware General Corporation Law) was converted into the right to receive $86.05 in cash, without interest (the “Merger Consideration”).
At the Effective Time, each outstanding option to purchase shares of Company Common Stock (whether vested or unvested) (each a “Company Option”) was cancelled and converted into the right to receive (without interest), an amount in cash equal to the product of (x) the total number of shares of Company Common Stock underlying such Company Option immediately prior to the Effective Time multiplied by (y) the excess, if any, of (A) the Merger Consideration over (B) the exercise price per share of such Company Option. All Company Options with an exercise price per share greater than or equal to the Merger Consideration were cancelled for no consideration.
At the Effective Time, each outstanding Company restricted stock unit subject only to service-based vesting conditions (each a “Company RSU”) was cancelled and converted into the right to receive (without interest) an amount in cash equal to the product of (x) the total number of shares of Company Common Stock underlying such Company RSU, multiplied by (y) the Merger Consideration, which such amounts shall be paid in accordance with, and subject to satisfaction of, the same vesting and settlement schedule and other terms and conditions as was applicable to the corresponding Company RSU immediately prior to the Effective Time.
At the Effective Time, each outstanding Company restricted stock unit subject to performance-based vesting conditions or a requirement to satisfy performance conditions to earn the units or the shares of Company Common Stock covered thereby (each a “Performance RSU”) was earned (meaning eligible to vest upon satisfaction of service-based vesting conditions) (i) with respect to Performance RSUs that were subject to market-based vesting conditions, as to the number of shares of Company Common Stock subject to such award that would have been earned based on the Company’s actual level of achievement as of the Effective Time, at the price per share of the Merger Consideration and (ii) with respect to the Performance RSUs that are subject to revenue-based vesting conditions, as to the number of shares of Company Common Stock subject to such award that would vest based on target-level achievement, and, in each case, after giving effect to such achievement, was cancelled and converted into the right to receive (without interest) an amount in cash equal to the product of (x) the number of earned shares of Company Common Stock underlying such award, multiplied by (y) the Merger Consideration, which such amounts shall be paid in accordance with, and subject to satisfaction of, the same service-based vesting conditions (for example, continued employment through the end of the applicable performance period), if any, and settlement schedule and other terms and conditions applicable to the corresponding Performance RSU as was in effect immediately prior to the Effective Time, including any double-trigger vesting accelerations.
The foregoing description of the Merger Agreement and the Merger is not complete and is subject to and entirely qualified by reference to the full text of the Merger Agreement, which was filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K/A filed with the SEC on filed on December 18, 2019.
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Item 2.03
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Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
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The information set forth in the Introductory Note and under Item 1.01 is incorporated herein by reference into this Item 2.03.
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Item 3.01
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Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
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In connection with the consummation of the Merger, the Company requested that the Nasdaq Global Select Market (the “NASDAQ”) suspend trading of Company Common Stock on August 31, 2020, remove Company Common Stock from listing and file a Form 25 with the SEC to report the delisting of Company Common Stock from NASDAQ. NASDAQ filed a Form 25 on August 31, 2020 to provide notification of such delisting and to effect the deregistration of Company Common Stock under Section 12(b) of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company intends to file a Form 15 with the SEC to terminate the registration of Company Common Stock under the Exchange Act and to suspend the Company’s reporting obligations under the Exchange Act with respect to Company Common Stock. The information set forth in the Introductory Note and under Item 2.01 is incorporated herein by reference into this Item 3.01.
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Item 3.03
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Material Modification to Rights of Security Holders.
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The information set forth in the Introductory Note and under Items 2.01, 3.01, 5.01 and 5.03 is incorporated herein by reference into this Item 3.03.
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Item 5.01
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Changes in Control of Registrant.
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As a result of the consummation of the Merger, a change of control of the registrant occurred, and the Company became a wholly-owned subsidiary of Parent. The aggregate cash consideration paid by Parent to Company stockholders in the Merger was approximately $4.3 billion. Parent funded the Merger Consideration with a combination of equity investments from affiliates of Francisco Partners and Evergreen Coast Capital Corp. and borrowings under the Credit Agreements. The information set forth in the Introductory Note and under Items 1.01, 2.01, 2.03, 3.03, 5.02 and 5.03 is incorporated herein by reference into this Item 5.01.
