Class B Stock. The Receiver currently controls 1,000 shares of non-voting stock of a subsidiary of WFSG, now known as Wilshire Credit Corporation, and a related liquidation bond issued by WFSG (collectively, the “Class B Stock”). As part of the consideration for this Settlement Agreement, immediately after satisfaction of the conditions set forth in Sections 5.1, 5.2 and 5.9 of this Settlement Agreement and (1) the Payment has been made pursuant to Section 4.1 or (2) the Payment has been partially made and Claimants have elected to or been deemed to have elected to waive their right to declare the Settlement Agreement null and void under Section 4.1, the Receiver, CWH and WFSG shall enter into a purchase agreement (the “Purchase Agreement”) substantially in the form attached hereto as Exhibit L, pursuant to which Receiver and CWH shall cause the sale, transfer and conveyance of all right, title, and interest in the Class B Stock to WFSG, for a purchase price to be paid or caused to be paid by WFSG of $10,500,000.00 (the “Stock Payment”), upon the terms set forth in the Purchase Agreement (the “Stock Purchase”). If, however, as a result of the hearing seeking the approval of the Purchase Agreement by the United States District Court for the District of Oregon the Stock Payment is increased or decreased, the Payment set forth in Section 4.1 shall be reduced or increased, as the case may be, by the amount of such increase or decrease to the Stock Payment. If the amount of the Stock Payment is so increased or decreased, the form of the Purchase Agreement shall be revised to reflect such increase or decrease. WFSG shall pay the Stock Payment or cause the Stock Payment to be paid to the Receiver in accordance with the Purchase Agreement. Except for Sections 5.1, 5.2 and 5.9 below, no other provision set forth under Article 5 of this Settlement Agreement shall be a condition precedent to the performance of this Section 4.3, the completion of the acquisition of the Class B Stock or the Stock Payment. Accordingly, irrespective of whether the Claims Bar Order and Injunction entered pursuant to Section 5.2 fails to become final and non-appealable, or an election is made to declare the Settlement Agreement null and void pursuant to Sections 4.1 or 5.2, the Purchase Agreement will remain valid and enforceable and WFSG’s ownership of the Class B Stock purchased thereunder shall remain unaffected. The sum of the Payment and the Stock Payment is hereinafter referred to as the “Settlemen...
Class B Stock. 5 Closing................................................................................................. 1
Class B Stock. The Class B Stock, upon delivery to Bank as part ------------- of the Consideration, will be fully paid, validly issued and non-assessable shares of BAMS' Class B common stock, issued upon proper corporate approval from BAMS' authorized and unissued shares, and will be free from liens or encumbrances on its title.
Class B Stock. Each share of Class B Stock outstanding or held in treasury after giving effect to the Exchange and immediately prior to the Effective Time shall be cancelled and retired and will cease to exist, and no consideration shall be delivered in exchange therefor.
Class B Stock. (i) In order to facilitate your purchase of three hundred fifteen thousand one hundred forty-four (315,144) shares of the Company's Class B Common Stock, par value $.01 per share (the "Class B Stock"), the Company, on November 30, 1993, loaned to you one million eight hundred seventeen thousand three hundred twenty-one dollars and sixteen cents ($1,817,321.16) (the "Loan"). The Loan was made pursuant to a Loan and Pledge Agreement dated November 30, 1993, which was amended on November 25, 1997 by an Amended and Restated Loan and Pledge Agreement (the "Amended Agreement"), and is evidenced by a demand promissory note dated November 30, 1993 (the "Note"). As of November 25, 1997 the principal balance outstanding under the Note was one million five hundred thousand dollars ($1,500,000). The Note bears interest, payable annually, at a rate equal to the Company's borrowing rate (as adjusted quarterly) on its U.S. short-term banking facilities. The Amended Agreement provides that if your employment under this
Class B Stock. Each share of Class B Stock that is outstanding immediately prior to the Merger Effective Time, including the shares of Class B Stock previously issued as Series B Preferred Stock (including any such shares issued in the Class B Exchange), shall remain outstanding as of immediately following the Merger as validly issued, fully paid and non-assessable shares of Class B Stock of the Surviving Corporation.
Class B Stock. Except as expressly provided herein (including without limitation the last sentence of paragraph (c) of this Section 6), each holder of shares of Class B Stock will be entitled to one (1) vote for each share thereof held at the Record Date for the determination of the stockholders entitled to vote on any matter.
Class B Stock. As of the date hereof, CIC Industrial Interests Inc. is the registered owner of all of the issued and outstanding "Class B Stock" of Seller, such shares having been transferred to CIC Industrial Interests Inc. by Saskatoon Community Bond Corporation pursuant to a Share Sale Agreement dated December 4, 1998. On or about October 31, 1997, Saskatoon Community Bond Corporation delivered a redemption notice to Seller with respect to 860,927 of the shares of “Class B Stock”, requiring Seller to redeem such issued and outstanding "Class B Stock" and triggering the provisions for redeeming such shares under Seller's articles of incorporation and amendment. While Seller is unable to locate a second redemption notice from Saskatoon Community Bond Corporation triggering the redemption provisions for the remainder of the issued and outstanding shares of “Class B Stock”, the Share Sale Agreement dated December 4, 1998 between Saskatoon Community Bond Corporation and CIC Industrial Interests Inc. confirms that Saskatoon Community Bond Corporation triggered the redemption provisions under Seller’s articles of incorporation for all of its issued and outstanding shares of “Class B Stock” prior to the date of such agreement. As of the date hereof, the "Class B Stock" has not been redeemed by Seller. Further, Saskatoon Community Bond Corporation has not provided Seller with notice revoking its redemption notices for any “Class B Stock” as of the date hereof.
Class B Stock. Seller shall use its best efforts to enter into an agreement prior to Closing with the holder of all of the issued and outstanding “Class B Stock” as to the amount payable to such holder in respect of such stock or other claims. Such agreement shall also contain a waiver from both Seller and the holder of the “Class B Stock” waiving the requirement in Seller’s articles of incorporation (as amended and supplemented) that the “Class B Stock” can only be redeemed sixty (60) days after Seller receives a redemption notice from the holder of the “Class B Stock”. In any event, Seller shall cause to be paid to such holder from the Purchase Price such amounts.
Class B Stock. The Class B common stock, $0.01 par value per share, of United.
