Item 2.01. Completion of Acquisition or Disposition of Assets.
On the Closing Date, the Company completed the Mergers. On and subject to the
terms and conditions set forth in the Merger Agreement, at the effective time of
the Initial Merger (the "First Effective Time"), each issued and outstanding
share of the Company's common stock, par value
In connection with the Mergers, each option that represented the right to acquire shares of Company Common Stock and that was outstanding immediately prior to the First Effective Time (the "Options"), whether or not then vested or exercisable, was at the First Effective Time converted into an option (the "Assumed Options") to purchase Just Eat Takeaway.com ADSs (or, as determined by Just Eat Takeaway.com, Just Eat Takeaway.com Ordinary Shares) with respect to that number of Just Eat Takeaway.com ADSs (or Just Eat Takeaway.com Ordinary Shares), rounded down to the nearest number of whole Just Eat Takeaway.com ADSs (or Just Eat Takeaway.com Ordinary Shares), that is equal to the product of (a) the number of shares of Company Common Stock subject to such Option as of immediately prior to the First Effective Time and (b) (i) in the case of Assumed Options in respect of Just Eat Takeaway.com ADSs, 3.355, and (ii) in the case of Assumed Options in respect of Just Eat Takeaway.com Ordinary Shares, 0.6710. The exercise price per share of each Assumed Option was equal to the exercise price per share of the corresponding Option divided by (A) in the case of Assumed Options in respect of Just Eat Takeaway.com ADSs, 3.355, and (B) in the case of Assumed Options in respect of Just Eat Takeaway.com Ordinary Shares, 0.6710, rounded up to the nearest whole cent. Following the First Effective Time, each Assumed Option are subject to such other terms and conditions as applied to the corresponding Option immediately prior to the First Effective Time.
In addition, each restricted stock unit award with respect to shares of Company Common Stock that was outstanding immediately prior to the First Effective Time (the "Company RSUs") was, at the First Effective Time, converted into a restricted stock unit (each, an "Assumed RSU") with respect to a number of Just Eat Takeaway.com ADSs (or, as determined by Just Eat Takeaway.com, Just Eat Takeaway.com Ordinary Shares) equal to the number of shares of Company Common Stock subject to such Company RSU immediately prior to the First Effective Time multiplied by (1) in the case of Assumed RSUs in respect of Just Eat Takeaway.com ADSs, 3.355, and (2) in the case of Assumed RSUs in respect of Just Eat Takeaway.com Ordinary Shares, 0.6710, rounded to the nearest number of whole Just Eat Takeaway.com ADSs (or Just Eat Takeaway.com Ordinary Shares), and . . .
Item 3.01. Notice or Delisting for Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
In connection with the closing of the Initial Merger, the Company notified the
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delist the Company Common Stock, and, as a result, trading of Company Common
Stock, which trades under the ticker symbol "GRUB" on the NYSE, was suspended on
The Company intends to file a Form 15 with the
The information set forth in the Introductory Note and under Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.01.
Item 3.03. Material Modification to Rights of Security Holders.
At the First Effective Time, as a result of the Initial Merger, each holder of shares of Company Common Stock issued and outstanding immediately prior to the First Effective Time ceased to have any rights as stockholders of the Company (other than the right (other than with respect to any shares of Company Common Stock owned by the Company, any shares of Company Common Stock owned by Just Eat Takeaway.com, Merger Sub, Merger Sub II or any other direct or indirect wholly owned subsidiary of Just Eat Takeaway.com) to receive shares of Initial Surviving Company Stock, with each such shares to be immediately thereafter automatically exchanged for 3.355 Just Eat Takeaway.com ADSs, with each Just Eat Takeaway.com ADS representing one-fifth of a Just Eat Takeaway.com Ordinary Share).
The information set forth in the Introductory Note and under Items 2.01, 3.01, 5.01 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.
Item 5.01. Changes in Control of Registrant.
As a result of the Initial Merger, a change in control of the Company occurred, and the Company is now a wholly owned subsidiary of Just Eat Takeaway.com N.V.
The information set forth in the Introductory Note and under Items 2.01, 5.02 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Directors
At the First Effective Time, pursuant to the terms of the Merger Agreement,
Officers
At the First Effective Time, pursuant to the terms of the Merger Agreement, all
of the officers of the Company became officers of the
The information set forth in the Introductory Note and under Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.02.
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Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
At the First Effective Time, pursuant to the terms of the Merger Agreement, the
certificate of incorporation of the
At the First Effective Time, pursuant to the terms of the Merger Agreement, the
bylaws of the
The information set forth in the Introductory Note and under Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03.
Item 8.01. Other Events.
On
The Company previously disclosed that it intended to hold its Annual Meeting of
Shareholders (the "Annual Meeting") on
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits Exhibit Number Description 2.1 Agreement and Plan of Merger, by and among Just Eat Takeaway.com N.V.,Checkers Merger Sub I, Inc. ,Checkers Merger Sub II, Inc. andGrubhub Inc. , datedJune 10, 2020 (incorporated herein by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by the Company onJune 12, 2020 ).* 2.2 First Amendment to Agreement and Plan of Merger, by and among Just Eat Takeaway.com N.V.,Checkers Merger Sub I, Inc. ,Checkers Merger Sub II, Inc. andGrubhub Inc. , datedSeptember 4, 2020 (incorporated herein by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by the Company onSeptember 4, 2020 ). 2.3 Second Amendment to Agreement and Plan of Merger, by and among Just Eat Takeaway.com N.V.,Checkers Merger Sub I, Inc. ,Checkers Merger Sub II, Inc. andGrubhub Inc. , datedMarch 12, 2021 (incorporated herein by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by the Company onMarch 12, 2021 ). 3.1 Amended and Restated Certificate of Incorporation ofGrubhub Inc. 3.2 Amended and Restated Bylaws ofGrubhub Inc. 99.1 Joint Press Release datedJune 15, 2021 , issued byGrubhub Inc. and Just Eat Takeaway.com N.V. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
* All schedules to the Merger Agreement have been omitted pursuant to Item
601(b)(2) of
supplementally a copy of any omitted schedule to the
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