just eat grubhub merger

ERISA shall mean the Employee Retirement Income Security Act of 1974. Parent shall confirm such irrevocable appointment and communicate the identity and address of such registered agent to the Company within two (2)Business Day of such irrevocable appointment. DOJ shall have the meaning set forth in Section5.5(b). All attachments to the Company Disclosure Schedule and Parent Disclosure Schedule are incorporated by reference into the section or subsection of Company Disclosure Schedule or Parent Disclosure Schedule, as applicable, in which they are directly or indirectly referenced. At the close of business on June9, 2020 (the Parent Capitalization Date), (i)148,717,702 Parent Ordinary Shares were issued and outstanding, (ii)no Parent Ordinary Shares were held by Parent in its treasury, (iii) 618,577 Parent Ordinary Shares were issuable upon the exercise of outstanding awards under the Parent Stock Plans (assuming achievement of any applicable performance goals at the target level), (iv) 3,595,829 Parent Ordinary Shares were issuable upon conversion of the Parent 2024 Convertible Bonds and (v) 2,463,054 Parent Ordinary Shares were issuable upon conversion of the Parent 2026 Convertible Bonds. Action shall have the meaning set forth in Section3.7. The Subsequent Merger shall become effective upon the filing of the Second Certificate of Merger or at such later time as is agreed to by the parties hereto and specified in the Second Certificate of Merger (the time at which the Subsequent Merger becomes effective is herein referred to as the Second Effective Time). It does not put people on a level playing field.. CFIUS shall have the meaning set forth in Section4.4. Section8.7 Entire Agreement; Third-Party Beneficiaries. Something has to give and I expect there will be areas where government action will continue and expand and then there will be places you never see such a thing. US lawmakers expressed concern about a rumored deal between Uber . (c) The Supervisory Board Nominees and the Management Board Nominee shall be designated by the Company in writing no later than the five (5)Business Days prior to the date of publication of the Parent Circular, following consultation between Parent and the Company regarding appropriate candidates for appointment to the Parent Boards, and the Company shall consider in good faith input reasonably provided by Parent, taking into account applicable Law and Parents corporate governance policies. Just Eat Takeaway declined to comment. Parent Representatives shall mean any Representatives of Parent and its Affiliates. Founded by Maloney in 2004, Grubhub has grown to be the biggest food delivery service in the U.S. (e) Other than in connection with a Company Superior Proposal (which shall be subject to Section5.3(d) and shall not be subject to this Section5.3(e)), prior to obtaining the Company Stockholder Approval the Company Board (or any duly authorized committee thereof) may effect a Company Adverse Recommendation Change, but only in response to a Company Intervening Event and only if (i)the Company Board (or any duly authorized committee thereof) determines in good faith (after consultation with its outside counsel and financial advisor) that the failure to take such action would be inconsistent with the Companys directors fiduciary duties under applicable Law; (ii)the Company has notified Parent in writing that it intends to effect a Company Adverse Recommendation Change due to the occurrence of a Company Intervening Event (which notice shall specify and describe the Company Intervening Event in reasonable detail and which notice shall not constitute a Company Adverse Recommendation Change); (iii) for a period of four (4)Business Days following the notice delivered pursuant to clause (ii)of this Section5.3(e), the Company shall have made Company Representatives available to discuss and negotiate in good faith (in each case to the extent Parent desires to negotiate), with Parent Representatives any proposed modifications to the terms and conditions of this Agreement so that the failure to take such action would no longer be inconsistent with the Companys directors fiduciary duties under applicable Law (it being understood and agreed that any material change to the facts and circumstances relating to the Company Intervening Event shall require a new notice and a new negotiation period (except that such new negotiation period shall be for two (2)Business Days)); and (iv)no earlier than the end of the negotiation period, the Company Board (or any duly authorized committee thereof) shall have determined in good faith (after consultation with its outside counsel and financial advisor), after considering the terms of any proposed amendment or modification to this Agreement, that the failure to take such action would still be inconsistent with the Companys directors fiduciary duties under applicable Law. the dominant food delivery provider in Europe. Just Eat Takeaway will have 100% of shares of Grubhub. Deposit Agreement shall have the meaning set forth in Section5.15(a). Exchange Fund shall have the meaning set forth in Section2.3(a). The biggest question is what happens on the employee front. The Initial Merger shall have the effects specified in the DGCL. Except for employment-related Contracts and Parent Plans, neither Parent nor any of its Subsidiaries is a party or is otherwise bound by a Contract, arrangement or other transaction with any (i)present executive officer or director of Parent or any of its Subsidiaries or any person that has served as such an executive officer or director within the last five years or any of such Persons immediate family members or, to the Knowledge of Parent, any Affiliate of any such Person (other than Parent or any of its Subsidiaries) or (ii)Person that, to the Knowledge of Parent, is the record or beneficial owner of more than 5% of the issued and outstanding Parent Ordinary Shares as of the date of this Agreement. Because they were going to be bought out, they'd rather not spend the money and let the new owner deal with it. As an Amazon Associate and as an affiliate or referral partner for other brands, I earn from qualifying purchases. (c) The parties hereto shall take all actions necessary so that the directors of Merger Sub II immediately prior to the First Effective Time shall, from and after the Second Effective Time, be the directors of the Final Surviving Company until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Final Certificate of Incorporation and Final Bylaws. Section4.16 Brokers and Other Advisors. (a) In the event that this Agreement is terminated by Parent pursuant to Section7.1(c)(iii), Parent shall pay or cause to be paid, as directed by the Company, the Termination Fee substantially concurrently with the termination of this Agreement. Something that might a little telling about this: In April Just Eat Takeaway CEO Jitse Groen got into a little Twitter war with Uber CEO Dara Khosrowshahi. Except for employment-related Contracts and Company Plans or as otherwise set forth in the Filed Company SEC Documents, neither the Company nor any of its Subsidiaries is a party or is otherwise bound by a Contract, arrangement or other transaction that would be required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC in the Companys Form 10-K or proxy statement pertaining to an annual meeting of shareholders (each, a Company Related Party Transaction). The Just Eat Takeaway merger with Grubhub is different in one major way. I always felt like Grubhub had a more brash confrontational style of relating to their contractors. (b) Notwithstanding the foregoing, at any time prior to obtaining the Company Stockholder Approval, if the Company receives a written Company Takeover Proposal from a third party and the receipt of such Company Takeover Proposal was not initiated, sought, solicited, knowingly encouraged or knowingly induced or knowingly facilitated in material violation of Section5.3(a), then the Company may (i)contact the Person who has made such Company Takeover Proposal and its Representatives in order to clarify the terms of such Company Takeover Proposal so that the Company Board (or any duly authorized committee thereof) may inform itself about such Company Takeover Proposal, (ii)furnish information concerning its business, properties or assets to the Person who has made such Company Takeover Proposal and its Representatives pursuant to an Acceptable Confidentiality Agreement (provided that all such information has previously been furnished to Parent or is furnished to Parent prior to or substantially concurrently with the time it is furnished to such Person) and (iii)negotiate and participate in discussions and negotiations with the Person who has made such Company Takeover Proposal and its Representatives concerning such Company Takeover Proposal, if, in the case of each of clauses (ii)and (iii), the Company Board (or any duly authorized committee thereof) determines in good faith (after consultation with its outside counsel and financial advisor) that such Company Takeover Proposal constitutes or would reasonably be expected to lead to a Company Superior Proposal. Company Employees shall have the meaning set forth in Section5.12(a). He will focus on North America, which you can translate as Grubhub and Skip the Dishes. Affiliate shall mean, as to any Person, any other Person that, directly or indirectly, controls, or is controlled by, or is under common control with, such Person. If any term or other provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal or incapable of being enforced by any rule of law or public policy, all other terms, provisions and conditions of this Agreement shall nevertheless remain in full force and effect. (d) Prior to the First Effective Time, the Company Board (or, if appropriate, any committee administering the Company Stock Plans, the Options and the Company RSUs) will take all actions reasonably necessary or appropriate to give effect to this Section2.4. Bizjournals reports that he will be one of four board executives running the combined global business, positions themselves as an environmentally conscious company, bicycle delivery options in several markets, Grubhub responded to passage by discouraging people from tipping in California, the model is being moved into the United Kingdom, Doordash Dasher Tips, Tricks and Stragegies, Tools and Supplies for Delivery Contractors, Apps and Software for Delivery and Rideshare Contractors, Cars, Bikes, and Transportation for Gig Work, Money, Finances and Insurance for Gig Workers, Understanding Profit and Loss in the Gig Economy, Using Business Strategies to Make More Money, You can read more about my affiliate policy here, Immediate changes at Grubhub in the merger. Section6.2 Conditions to Obligations of Parent, Merger Sub and Merger Sub II. Agreement shall have the meaning set forth in the Preamble. The words hereof, herein and hereunder and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. Person shall mean an individual, corporation, limited liability company, partnership, association, trust, unincorporated organization, other entity or group (as defined in the Exchange Act), including a Governmental Authority. More than 60% of young adults use third-party delivery apps,according to Zion & Zion. Parent Securities shall have the meaning set forth in Section4.2(b). Subsidiary when used with respect to any party, shall mean any corporation, limited liability company, partnership, association, trust or other entity of which securities or other ownership interests representing more than 50% of the equity and more than 50% of the ordinary voting power (or, in the case of a partnership, more than 50% of the general partnership interests) are, as of such date, owned by such party or one or more Subsidiaries of such party or by such party and one or more Subsidiaries of such party; provided, however, that for purposes of this Agreement, the Persons listed on Section5.4(f) of the Parent Disclosure Schedule shall be deemed not to be Subsidiaries of Parent. Parent Material Contract shall have the meaning set forth in Section4.15(a). (a) The Company has filed with or furnished to the SEC, on a timely basis, all registration statements, reports and proxy statements with the SEC required to be filed or furnished since January1, 2018 (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, as such statements and reports may have been amended since the date of their filing and prior to the date of this Agreement, the Company SEC Documents). Each of Parent and the Company shall (i)make available to each other all information (including financial statements), (ii) cause its auditors and other relevant professional advisors to cooperate in providing financial and other information (including consents) and (iii)provide such other assistance, in the case of each of clauses (i), (ii) and (iii), as may be reasonably requested in connection with the preparation, filing and distribution of the Proxy Statement/Prospectus and the Form F-4. Grubhub Inc. 15 Jun, 2021, 03:01 ET Share this article AMSTERDAM, June 15, 2021 /PRNewswire/ -- The Transaction represents Just Eat Takeaway.com's entry into online food delivery in the. STAK DR shall have the meaning set forth in Section2.4(c). (a) Parent shall cause a sponsored American depositary receipt (ADR) facility (the ADR Facility) to be established with a reputable national bank acceptable to the Company (which acceptance shall not be unreasonably withheld, delayed or conditioned) (the Depositary Bank) for the purpose of issuing the Parent ADSs issuable pursuant to this Agreement, including entering into a customary deposit agreement with the Depositary Bank establishing the ADR Facility (the Deposit Agreement), to be effective as of the First. By Danielle Letenyei Jun. However, each of Parent and the Company may (A)redact materials shared under this Section5.5 as necessary (1)to comply with contractual arrangements, (2)remove references concerning valuation, (3)to address good faith legal privilege or confidentiality concerns and (4)to comply with applicable Law and (B)designate any non-public information provided to any Governmental Authority as restricted to Outside Counsel only, in which case any such information shall not be shared with employees, officers or directors or their equivalents of the other parties hereto without approval of the party hereto providing the non-public information. What will change? Section3.8 Compliance With Laws; Permits. Section3.5 Company SEC Documents; Undisclosed Liabilities. Since the Company Capitalization Date through the date hereof, neither the Company nor any of its Subsidiaries has (1)issued any Company Securities or incurred any obligation to make any payments based on the price or value of any Company. (a) Since the Balance Sheet Date through the date of this Agreement, (i)except for the execution and performance of this Agreement and the discussions, negotiations and transactions related thereto and to any transaction of the type contemplated by this Agreement, the business of Parent and its Subsidiaries has been conducted in all material respects in the Ordinary Course of Business, and (ii)neither Parent nor any of its Subsidiaries has taken any action that, if taken from the date of this Agreement through the First Effective Time without the prior written consent of the Company, would constitute a breach of clause(iii), (iv), (vi) or (viii)of Section5.1(b). (c) Distributions with Respect to Unexchanged Parent ADSs. For the avoidance of doubt, in no event shall the Company or Parent be entitled to both (i)specific performance to cause the other party to consummate the Transactions and (ii)the payment of the Termination Fee. Governmental Authorities required by Law for the conduct of their respective businesses as they are now being conducted (collectively, Company Permits) and all such Company Permits are valid and in full force and effect, except, in each case, as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. As a result, Just Eat's offer now values Grubhub at $86.17 per share. All the outstanding shares of capital stock of, or other equity interests in, each Subsidiary of the Company have been validly issued and are fully paid and, to the extent applicable, nonassessable, and (except for directors qualifying shares or the like) are owned directly or indirectly by the Company free and clear of all Liens, except for such transfer restrictions of general applicability as may be provided under the Securities Act of 1933 (the Securities Act), and other applicable securities laws. It all comes down to the labor. Eventually, the delivery operations merged. Section2.1 Initial Merger Effect on Capital Stock. Each of the representations and warranties of Parent, Merger Sub and Merger Sub II contained in: (i)Section4.1(a) (Organization, Standing and Corporate Power), Section4.3 (Authority; Noncontravention), Section4.16 (Brokers and Other Advisors) and Section4.19 (Parent Shareholder Approval) shall be true and correct in all material respects, in each case as of the First Effective Time with the same effect as though made on and as of the First Effective Time (except to the extent that such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date); (ii) Section4.2(a) and Section4.2(b) (Capitalization) shall be true and correct in all respects, in each case as of the First Effective Time with the same effect as though made on and as of the First Effective Time (except to the extent that such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date), except for any de minimis inaccuracies (taking into account the size of Parent); and (iii)the other representations and warranties of Parent, Merger Sub and Merger Sub II contained in ArticleIV shall be true and correct, disregarding all qualifications and exceptions contained therein relating to materiality or Parent Material Adverse Effect, in each case as of the First Effective Time with the same effect as though made on and as of the First Effective Time (except to the extent that such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date), except, in the case of this clause(iii), where the failure to be so true and correct does not have, and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Foreign Antitrust Laws shall have the meaning set forth in Section3.4. Jan. 23. (f) None of the Company Plans provide material post-termination health or welfare benefits except as may be required by Section4980B of the Code and Section601 of ERISA or any other applicable Law or at the sole expense of the participant or the participants beneficiary. Each of Parent, the Initial Surviving Company, the Final Surviving Company and the Exchange Agent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement such amounts as are required to be deducted and withheld with respect to the making of such payment under the Code, or under any applicable provision of state, local or non-U.S. Law related to Taxes. Except as would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect or a Parent Impairment Effect, (a)there is no, and since January1, 2018 there has been no, pending or, to the Knowledge of Parent, threatened Action against Parent or. EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT AND ANY OF THE AGREEMENTS DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. Business Day shall mean a day except a Saturday, a Sunday or other day on which the SEC or banks in any of the City of New York, United States of America, London, The United Kingdom or Amsterdam, The Netherlands are authorized or required by Law to be closed. Any portion of the Exchange Fund remaining unclaimed by any Person as of a date that is immediately prior to such time as such amounts would otherwise escheat to or become property of any Governmental Authority will, to the extent permitted by applicable Law, become the property of Parent free and clear of any claims or interest of any Person previously entitled thereto. Section3.1(b) of the Company Disclosure Schedule sets forth, as of the date of this Agreement, a complete and correct list of all the Subsidiaries of the Company and any other Person in which the Company or any its Subsidiaries owns any shares of capital stock, voting securities or other ownership, together with (i)the jurisdiction of incorporation or organization, as applicable, of each such Subsidiary or Person, (ii)the type of and percentage interest held, directly or indirectly, by the Company in each such Subsidiary or Person and (iii)the names of any Person other than the Company or any of its Subsidiaries that owns any shares of capital stock, voting securities or other ownership in any such Subsidiary or Person, together with the type of and percentage interest held by such other Person in such Subsidiary or Person. In the event any party hereto seeks any remedy referred to in this Section8.10, such party shall not be required to prove damages or obtain, furnish, provide or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section8.10 and each party hereto waives any objection to the imposition of such relief or any right it may have to require the obtaining, furnishing, providing or posting of any such bond or similar instrument. All notices, requests and other communications to any party hereto hereunder shall be in writing and shall be deemed given if (i)emailed (which is confirmed), (ii) delivered personally (which is confirmed) with a copy by email or (iii)sent by overnight courier (providing proof of delivery) with a copy by email to the parties at the following addresses: If to Parent, Merger Sub or Merger Sub II, to: with a copy (which shall not constitute notice) to: Attention:Maggie Drucker, Chief Legal Officer and Secretary. Parent Superior Proposal shall have the meaning set forth in Section5.4(g). That's because if they aren't delivery companies, it's easier to justify using contractors. Just giving you a warning. Caviar was swallowed up by Doordash. The definitive agreement has met the final approval of both Just Eat Takeaway.com and Grubhub's boards. With the way that Grubhub currently tries to get contractors to act like employees, I feel like it's more honest to actually hire them as drivers. (xvi) agree in writing to take any of the foregoing actions or fail to take any action that would result in the foregoing. (d) If, at any time prior to obtaining the Company Stockholder Approval, the Company Board (or any duly authorized committee thereof) receives a Company Takeover Proposal that it determines in good faith (after consultation with its outside counsel and financial advisor) constitutes a Company Superior Proposal, the Company Board (or any duly authorized committee thereof) may (i)effect a Company Adverse Recommendation Change or (ii)authorize the Company to terminate this Agreement pursuant to Section7.1(d)(iii) in order to enter into a definitive written agreement providing for a Company Superior Proposal (any such agreement, a Company Alternative Acquisition Agreement), in the case of each of clauses (i)and (ii) if (A)the Company Board (or any duly authorized committee thereof) determines in good faith (after consultation with its outside counsel and financial advisor) that the failure to take such action would be inconsistent with the Companys directors fiduciary duties under applicable Law; (B)the Company has notified Parent in writing that it intends to effect a Company Adverse Recommendation Change or terminate this Agreement (which notice shall not constitute a Company Adverse Recommendation Change), including if applicable a copy of the proposed Company Alternative Acquisition Agreement between the Company and the Person making such Company Superior Proposal; (C)for a period of four (4)Business Days following the notice delivered pursuant to clause (B)of this Section5.3(d), the Company shall have made Company Representatives available to discuss and negotiate in good faith (in each case, to the extent Parent desires to negotiate) with Parent Representatives any proposed modifications to the terms and conditions of this Agreement so that the Company Takeover Proposal that is the subject of the notice described in clause (B)above no longer constitutes a Company Superior Proposal or the failure to take such action would no longer be inconsistent with the Companys directors fiduciary duties under applicable Law (it being understood and agreed that any amendment to any material term or condition of any Company Superior Proposal shall require a new notice and a new negotiation period (except that such new negotiation period shall be for two (2)Business Days)); and (D)no earlier than the end of such negotiation period, the Company Board (or any duly authorized committee thereof) shall have determined in good faith (after consultation with its outside counsel and financial advisor), after considering the terms of any proposed amendment or modification to this Agreement, that (x)the Company Takeover Proposal that is the subject of the notice described in clause (B)above would still constitute a Company Superior Proposal and (y)the failure to take such action would still be inconsistent with the Companys directors fiduciary duties under applicable Law. 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