Material Modification to Rights of Security Holders. The information set forth in Item 2.01 is incorporated by reference into this Item 3.01. After the filing of the Form 25, Slack's Class A common stock will no longer be listed on the NYSE.Īdditionally, Slack intends to file with the SEC a certification and notice of termination on Form 15 with respect to Slack's Class A common stock, requesting that such shares be deregistered under Section 12(g) of the Exchange Act, and that the reporting obligations of Slack under Sections 13(a) and 15(d) of the Exchange Act be suspended. On the Closing Date, Slack notified The New York Stock Exchange (the 'NYSE') that the First Merger had been completed, and requested that the NYSE (i) suspend trading of Slack's Class A common stock on the NYSE, (ii) withdraw Slack's Class A common stock from listing on the NYSE prior to the open of trading on the Closing Date and (iii) file with the SEC a Notification of Removal from Listing and/or Registration under Section 12(b) of the Securities Exchange Act of 1934 (the 'Exchange Act'), on Form 25 in order to effect the delisting of Slack's Class A common stock from the NYSE and deregister Slack's Class A common stock under Section 12(b) of the Exchange Act. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard Transfer of Listing. Slack's definitive proxy statement, filed with the Securities and Exchange Commission (the 'SEC') on Janucontains additional information about the Mergers and the other transactions contemplated by the Merger Agreement, including information concerning the interests of directors, executive officers and affiliates of Slack in the Mergers. Pursuant to the Merger Agreement, at the effective time of the First Merger (the 'First Effective Time'), each share of Class A common stock and Class B common stock (together, the 'Common Stock') of Slack issued and outstanding immediately prior to the First Effective Time (other than any shares owned by Slack, Salesforce and their respective subsidiaries or any shares held in Slack's treasury) was converted into the right to receive 0.0776 shares of Salesforce common stock and $26.79 in cash, without interest and subject to applicable withholding taxes. Pursuant to the Merger Agreement, Merger Sub I merged with and into Slack, with Slack continuing as the Surviving Corporation and a wholly owned subsidiary of Salesforce, and immediately following the First Merger, the Surviving Corporation merged into Merger Sub II, with Merger Sub II continuing as the surviving company. On J(the 'Closing Date'), Salesforce completed its previously announced acquisition of Slack. Completion of Acquisition or Disposition of Assets.
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