Item 2.01 Completion of Acquisition or Disposition of Assets
As a result of the Merger,
Additionally, at the Effective Time, each:
(x) Stock Option that was outstanding and unexercised as of immediately prior to the Effective Time was cancelled and terminated at the Effective Time for no consideration; (y) Company RSU Award (or portion thereof) that was outstanding and vested as of immediately prior to the Effective Time but which had not settled into shares of Company Common Stock was cancelled and converted into the right to receive an amount in cash, without interest, equal to the Merger Consideration for each share of Common Stock otherwise deliverable in settlement of such vested Company RSU Award (or portion thereof), less any taxes required to be withheld; and (z) Company RSU Award (or portion thereof) that was unvested, outstanding and unsettled immediately prior to the Effective Time was cancelled and converted into the unfunded, unsecured right to receive an amount in cash, without interest, equal to the Merger Consideration (less any taxes required to be withheld), subject to the holder's satisfaction of any time-based vesting terms (including any accelerated vesting in connection with a termination of service) that applied with respect to the underlying Company RSU Award immediately prior to the Effective Time.
The foregoing description does not purport to be complete and is qualified in its entirety by reference to (i) the other items of this Current Report on Form 8-K and (ii) the Merger Agreement, which is filed herewith as Exhibit 2.1 and is incorporated by reference herein.
ITEM 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
The information set forth under Item 2.01 is incorporated herein by reference.
In connection with the closing of the Merger,
ITEM 3.03 Material Modification to Rights of Security Holders.
The information set forth under Item 2.01 and Item 3.01is incorporated herein by reference.
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Pursuant to the Merger Agreement and in connection with the consummation of the
Merger, each outstanding share of
ITEM 5.01 Changes in Control of Registrant.
The information set forth under Item 2.01, Item 3.01 and Item 5.02 is incorporated herein by reference.
As a result of the Merger, a change in control of
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
The information set forth under Item 2.01 is incorporated herein by reference.
Effective as of the closing of the Merger,
The officers of
Item 8.01 Other Events
On
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 2.1 Agreement and Plan of Merger, dated as ofNovember 2, 2020 (as amendedDecember 17, 2020 ) by and amongV99, Inc. ,Telenav99, Inc. andTelenav, Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K ofTelenav, Inc. , filed onNovember 3, 2020 and Exhibit 2.1 to the Current Report on Form 8-K ofTelenav, Inc. , filed onDecember 18, 2020 ).* 99.1 Press Release ofTelenav, Inc. datedFebruary 17, 2021 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
* Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K.
omitted schedules upon request by the
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