merger
means the merger of Merger Sub with and into Organogenesis, with Organogenesis
surviving the merger.
Merger Agreement
means that certain Agreement and Plan of Merger, dated August 17, 2018, (as it may be
amended from time to time), by and among AHPAC, Merger Sub and Organogenesis.
Merger Sub
means Avista Healthcare Merger Sub, Inc.,
a Delaware corporation and a direct wholly owned subsidiary of AHPAC.
Options
means options to purchase 5,155,455 shares of
Class A common stock assumed in connection with the merger that are held by the executive officers of the Company.
PIPE Investors
means Avista Capital Partners IV, L.P., a Delaware limited partnership and Avista Capital Partners IV (Offshore), L.P., a limited partnership organized under the laws of Bermuda.
PIPE Subscription Agreement
means the subscription agreement entered into on August 17, 2018 between us and the PIPE Investors as it
may be amended from time to time.
PIPE warrants
means the warrants issued to the PIPE Investors in the equity financing in connection
with the closing of the Business Combination.
private placement warrants
means the warrants issued to the initial shareholders in a
private placement simultaneously with the closing of the IPO.
public warrants
means the warrants included in the units issued in
AHPACs IPO, where two warrants must be exercised for one whole share of Class A common stock in accordance with the terms of the warrant agreements governing the warrants.
Restricted Stockholders
means, collectively, the sponsor, certain directors of AHPAC (as set forth in the Amended and Restated Registration
Rights Agreement), the Insider Lenders, the PIPE Investors, and certain Organogenesis Stockholders that receive Class A common stock in the Business Combination.
Securities Act
means the Securities Act of 1933, as amended.
Selling Stockholders
means the persons listed in the table in the Selling Stockholders section of this prospectus, and the
pledgees, donees, transferees, assignees, successors and others who later come to hold any of the Selling Stockholders interest in Class A common stock other than through a public sale.
s
ponsor
means Avista Acquisition Corp., a Cayman Islands exempted company and an affiliate of Avista Capital Holdings, L.P., a Delaware
limited partnership.
Sponsor Subscription Agreement
means the subscription agreement entered into on August 17, 2018 between us
and our sponsor as it may be amended from time to time.
Subscription Agreements
means the PIPE Subscription Agreements and the Sponsor
Subscription Agreement.
transfer agent
means Continental Stock Transfer & Trust Company.
units
means one AHPAC Class A ordinary share and one redeemable public warrant of AHPAC, whereby each public warrant entitles the
holder thereof to purchase
one-half
of one AHPAC Class A ordinary share, where two warrants must be exercised for one whole Class A share at an exercise price of $11.50 per AHPAC Class A
ordinary share, sold in the IPO.
Warrants
means the PIPE warrants together with the public warrants and the exchange warrants.
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