CMFT Merger Agreement; Advisory Agreement Sample Clauses

CMFT Merger Agreement; Advisory Agreement. (a) The CCIT II Special Committee has determined that the terms of this Agreement constitute a “Superior Proposal” (as defined in the CMFT Merger Agreement) and, after consultation with outside legal counsel and its financial advisors, that the failure to terminate the CMFT Merger Agreement and enter into this Agreement would be inconsistent with the CCIT II directors’ duties or standard of conduct under Maryland Law, and the CCIT II Board (based upon the recommendation of the CCIT II Special Committee) has determined to terminate the CMFT Merger Agreement, pay the CMFT Termination Payment and enter into this Agreement. CCIT II and the CCIT II Board have taken all actions necessary to terminate the CMFT Merger Agreement and enter into this Agreement, in each case in compliance and accordance with Section 9.1(c)(ii) and Section 9.3(b)(ii) of the CMFT Merger Agreement, and the CMFT Merger Agreement has been validly terminated by CCIT II and is no longer in force or effect (except for the provisions therein which survive such termination in accordance with the express terms of the CMFT Merger Agreement). Prior to the “Go Shop Period End Time” (as defined in the CMFT Merger Agreement), the CCIT II Special Committee determined that the GCEAR Parties were “Go Shop Bidders” (as defined in the CMFT Merger Agreement), and the CCIT II Special Committee has not withdrawn, modified or rescinded such determination in any manner. The Termination Payment (as defined in the CMFT Merger Agreement) payable in connection with the termination of the CMFT Merger Agreement in order to enter into this Agreement is the “Go Shop Termination Payment” (as defined in the CMFT Merger Agreement). Concurrently with the entry into this Agreement, CCIT II has paid in full to CMFT the CMFT Termination Payment payable to CMFT pursuant to Section 9.3(b)(ii) of the CMFT Merger Agreement and no other payments or amounts are due to CMFT from CCIT II or any CCIT II Subsidiary under the terms of the CMFT Merger Agreement or in connection with the termination of the CMFT Merger Agreement. CCIT II has complied in all material respects with its obligations under the CMFT Merger Agreement, including Section 7.3 thereof, from August 30, 2020 through the date of this Agreement, without giving effect to any consent or waiver thereunder. (b) CCIT II has provided GCEAR with a true and complete copy of the CMFT Merger Agreement and the “CMFT Disclosure Letter” (as defined therein), including all schedules,...
Sample 1
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CMFT Merger Agreement; Advisory Agreement. (a) The CCIT II Special Committee has determined that the terms of this Agreement constitute a “Superior Proposal” (as defined in the CMFT Merger Agreement) and, after consultation with outside legal counsel and its financial advisors, that the failure to terminate the CMFT Merger Agreement and enter into this Agreement would be inconsistent with the CCIT II directors’ duties or standard of conduct under Maryland Law, and the CCIT II Board (based upon the recommendation of the CCIT II Special Committee) has determined to terminate the CMFT Merger Agreement, pay the CMFT Termination Payment and enter into this Agreement. CCIT II and the CCIT II Board have taken all actions necessary to terminate the CMFT Merger Agreement and enter into this Agreement, in each case in compliance and accordance with Section 9.1(c)(ii) and Section 9.3(b)(ii) of the CMFT Merger Agreement, and the CMFT Merger Agreement has been validly terminated by CCIT II and is no longer in force or effect (except for the provisions therein which survive such termination in accordance with the express terms of the CMFT Merger Agreement). Prior to the “Go Shop Period End Time” (as defined in the CMFT Merger Agreement), the CCIT II Special Committee determined that the GCEAR Parties were “Go Shop Bidders” (as defined in the CMFT Merger Agreement), and the CCIT II Special Committee has not withdrawn, modified or 32 \\DC - 769032/000001 - 15587362 v40
Sample 1

Related to CMFT Merger Agreement; Advisory Agreement

  • Merger Agreement The term "Merger Agreement" shall have the meaning set forth in the preface.

  • Investment Advisory Agreement (A) The terms of the Investment Advisory Agreement, including compensation terms, comply in all material respects with all applicable provisions of the 1940 Act and the Advisers Act and (B) the approvals by the board of directors and the stockholders of the Company of the Investment Advisory Agreement have been made in accordance with the requirements of Section 15 of the 1940 Act applicable to companies that have elected to be regulated as business development companies under the 1940 Act.

  • Advisory Agreement The Advisory Agreement has been duly authorized, executed and delivered by the Advisor and constitutes a legal, valid and binding agreement of the Advisor enforceable against the Advisor in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally, and by general principles of equity.

  • AMENDMENT OF AGREEMENT; MERGER The General Partner’s consent shall be required for any amendment to this Agreement. The General Partner, without the consent of the Limited Partners, may amend this Agreement in any respect or merge or consolidate the Partnership with or into any other partnership or business entity (as defined in Section 17-211 of the Act) in a transaction pursuant to Section 7.1(b), (c) or (d) hereof; provided, however, that the following amendments and any other merger or consolidation of the Partnership shall require the consent of Limited Partners holding more than 50% of the Percentage Interests of the Limited Partners: (a) any amendment affecting the operation of the Redemption Right (except as provided in Section 8.5(d), 7.1(b) or 7.1(c)) in a manner adverse to the Limited Partners; (b) any amendment that would adversely affect the rights of the Limited Partners to receive the distributions payable to them hereunder, other than with respect to the issuance of additional Partnership Units pursuant to Section 4.3; (c) any amendment that would alter the Partnership’s allocations of Profit and Loss to the Limited Partners, other than with respect to the issuance of additional Partnership Units pursuant to Section 4.3; or (d) any amendment that would impose on the Limited Partners any obligation to make additional Capital Contributions to the Partnership.

  • of the Merger Agreement Section 6.10 of the Merger Agreement is hereby amended and restated in its entirety as follows:

  • Termination of Merger Agreement This Agreement shall be binding upon Holder upon Holder’s execution and delivery of this Agreement, but this Agreement shall only become effective upon the Closing. Notwithstanding anything to the contrary contained herein, in the event that the Merger Agreement is terminated in accordance with its terms prior to the Closing, this Agreement and all rights and obligations of the parties hereunder shall automatically terminate and be of no further force or effect.

  • Stockholder Agreement The Stockholder agrees that, during the period from the date of this Agreement until the Expiration Date:

  • Acquisition Agreement Trade Republic acquires Securities outside of Germany if (1) Trade Republic, as a commission agent, executes buy orders in German domestic or foreign Securities outside of Germany or (2) Trade Republic, as a commission agent, executes buy orders in foreign Securities that are traded on the exchange or OTC in Germany but are usually acquired outside of Germany.

  • Shareholder Agreement The Shareholder Agreement shall have been duly executed and delivered by the Company.

  • Amendments to this Sub-Advisory Agreement This Sub-Advisory Agreement may be amended only by a written instrument approved in writing by all parties hereto.

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