Item 2.01 Completion of Acquisition or Disposition of Assets.
On
On
In addition, at the effective time and as a result of the Merger and without any action on the part of the holders thereof, pursuant to the terms and subject to the conditions of the Merger Agreement, the vested portion (including any portion that pursuant to the applicable equity incentive plan or its terms becomes vested solely as a result of the transactions contemplated by the Merger Agreement) of each Company option (each, a "Company Compensatory Award") that was outstanding immediately prior to the effective time of the Merger (each such vested portion of a Company Compensatory Award, a "Cashed Out Compensatory Award") was, immediately prior to the effective time of the Merger, cancelled and extinguished and, in exchange therefor, each former holder of Cashed Out Compensatory Award has the right to receive an amount in cash equal to the product of (i) the aggregate number of Shares subject to such Cashed Out Compensatory Award immediately prior to the effective time of the Merger and (ii) the Merger Consideration less any per share exercise or purchase price of such Cashed Out Compensatory Award immediately prior to such cancellation (such amounts payable hereunder being referred to as the "Compensatory Award Payments"). However, the right of a former holder of a Cashed Out Compensatory Award to receive their respective Compensatory Award Payment is subject to such holder's execution of a Compensatory Award Termination Agreement. From and after the effective time of the Merger, the Cashed Out Compensatory Awards can no longer be exercisable by the former holder thereof or settleable in Shares, and entitle such holder only to the payment of the Compensatory Award Payment. Any Cashed Out Compensatory Award that had an exercise price or purchase price equal to or greater than the Merger Consideration was cancelled without any payment. The Compensatory Award Payments will be paid as soon as reasonably practicable following the effective time of the Merger but not more than 30 days, without interest.
Further, at the effective time of the Merger, the unvested portion of each Company Compensatory Award that was outstanding immediately prior to the effective time of the Merger (each such unvested portion of a Company Compensatory Award, a "Terminated Compensatory Award") was, immediately prior the effective time of the Merger, cancelled and extinguished for no consideration. From and after the effective time of the Merger, the Terminated Compensatory Awards can longer be exercisable by the former holder thereof or settleable in Shares.
The aggregate consideration paid by Parent and Purchaser in the Offer and Merger
was approximately
The foregoing summary description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the terms of the Merger Agreement, which is included as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 3.03 Material Modification to Rights of Security Holders.
Pursuant to the terms of the Merger Agreement, at the effective time of the Merger, the certificate of incorporation and bylaws of the Company were amended and restated to read in their entirety as the certificate of incorporation and bylaws, respectively, of Purchaser in effect immediately prior to the effective time of the Merger. The amended and restated certificate of incorporation and third amended and restated bylaws of the Company are filed as Exhibits 3.1 and 3.2 hereto, respectively, and are incorporated by reference herein.
The information contained in the Introductory Note, Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective on
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
The information contained in Item 3.03 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits Exhibit Number Title 2.1 Agreement and Plan of Merger, dated as ofFebruary 9, 2020 , by and amongElevate Entertainment Inc. ,Elevate Acquisition Corporation andEvans & Sutherland Computer Corporation (incorporated by reference to Exhibit 2.1 of the Company's Current Report on Form 8-K filed with theSEC onFebruary 13, 2020 ) 3.1 Amended and Restated Certificate of Incorporation ofEvans & Sutherland Computer Corporation 3.2 Amended and Restated Bylaws ofEvans & Sutherland Computer Corporation
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