Item 1.01 Entry into a Material Definitive Agreement
Merger Agreement
On
At the effective time of the Merger (the "Effective Time"), holders of NuVia
preferred stock and NuVia common stock (collectively, "NuVia Capital Stock") and
holders of in-the-money vested issued and outstanding options to purchase shares
of common stock of NuVia ("In-the-Money Vested Options") shall be entitled to
receive their pro rata portion of cash equal to (1)(A)
Treatment of NuVia Capital Stock
At the Effective Time, each share of NuVia Capital Stock issued and outstanding
immediately prior to the Effective Time (other than shares owned by (i) NuVia,
the Company or Merger Sub or (ii) stockholders who have properly exercised and
perfected appraisal/dissenter rights under
The shares of common stock of NuVia held by the Specified Holders that are
subject to a right of forfeiture as of immediately prior to the Effective Time,
shall be canceled, converted and exchanged into the right to receive shares of
common stock of
Treatment of NuVia Options
Each In-the-Money Vested Option that is issued and outstanding prior the Effective Time, will be converted and exchanged into the right to receive an amount in cash equal to the amount by which (i) the Per Share Consideration exceeds (ii) the exercise price for such In-the-Money Option, less the pro rata portion of the escrow and expense fund.
Each unvested option to purchase shares of common stock of NuVia ("Unvested Company Option") that is held by an employee or contractor that will continue providing services to NuVia after the Effective Time and that has an exercise price less than the Per Share Consideration, shall be converted into an option to acquire shares of common stock of Qualcomm. Further, each Unvested Company Option that is held by a person that will not continue to provide services after the Effective Time, will be canceled and retired without payment therefor and cease to exist.
Treatment of Restricted Stock Units
At the Effective Time, QTI shall assume each outstanding restricted stock unit of NuVia held by an employee or contractor that will continue providing services to NuVia after the Effective Time, and such assumed restricted stock units shall have the same terms and conditions as were in effect immediately prior to the Effective Time, except that such restricted stock units shall be settled by the issuance of Qualcomm common stock rather than NuVia common stock.
Certain Closing Conditions
The Merger is subject to clearance under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and satisfaction of obligations relating to 280G "golden parachute" matters, as well as other customary closing conditions.
Other
NuVia and QTI each made customary representations and warranties in the Merger Agreement. The Merger Agreement contains certain customary termination rights for the Company and NuVia.
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A copy of the Merger Agreement is attached hereto as Exhibit 2.1 and is incorporated herein by reference. The foregoing description of the Merger Agreement is qualified in its entirety by reference to the full text of the Merger Agreement.
Item 9.01. Financial Statements and Exhibits. (d) The following exhibit is filed as a part of this report. Exhibit No. Description 2.1 Agreement and Plan of Merger, dated as ofJanuary 12, 2021 , amongQualcomm Technologies, Inc. ,Nile Acquisition Corporation andNuVia, Inc. 104 Cover Page Interactive Data File, formatted in Inline XBRL and included as Exhibit 101.
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