If the “ Securities Consideration “ was to be paid to the Debtors after the Closing Date of the 363 Sale then Holdco could first change its name to Sears.....??? before it issued the new Debt or Equity Securities.
However, since the APA states that the Buyer’s Securities are to be paid on the Closing Date then it could only be in Transform Holdco’s name since that will also be the day Holdco owns the Sears trademark name.
Unless of course the Debtors accept an IOU of the Securities until after the name change of Holdco to Sears.......?