Conditions to Completion of Business Combination with Advisor. Before the Company may complete any business combination with the Advisor in accordance with this Section 13, the following conditions shall be satisfied: (i) the Special Committee formed in accordance with Section 13(a) hereof receives an opinion from a qualified investment banking firm, separate and distinct from the firm jointly retained by the Company and the Advisor to provide a valuation analysis in accordance with Section 13(a) hereof, concluding that the consideration to be paid to acquire the Advisor is fair to the Stockholders from a financial point of view; (ii) the Board determines that such business combination is advisable and in the best interests of the Company and the Stockholders; and (iii) such business combination is approved by the Stockholders entitled to vote thereon in accordance with the Company’s Articles of Incorporation and Bylaws.
Appears in 12 contracts
Samples: Advisory Agreement (Bluerock Enhanced Multifamily Trust, Inc.), Advisory Agreement (TNP Strategic Retail Trust, Inc.), Advisory Agreement (Bluerock Enhanced Multifamily Trust, Inc.)
Conditions to Completion of Business Combination with Advisor. Before the Company may complete any business combination with the Advisor in accordance with this Section 1314, the following three conditions shall be satisfied:
(i) the Special Committee formed in accordance with Section 13(a14(a) hereof receives an opinion from a qualified investment banking firm, separate and distinct from the firm jointly retained by the Company and the Advisor to provide a valuation analysis in accordance with Section 13(a14(a) hereof, concluding that the consideration to be paid to acquire the Advisor is fair to the Stockholders from a financial point of view;
(ii) the Board of Directors determines that such business combination is advisable and in the best interests of the Company and the Stockholders; and
(iii) such Such business combination is approved by the Stockholders entitled to vote thereon in accordance with the Company’s Articles of Incorporation and Bylaws.
Appears in 5 contracts
Samples: Advisory Agreement (Moody National REIT I, Inc.), Advisory Agreement (Moody National REIT I, Inc.), Advisory Agreement (Moody National REIT I, Inc.)
Conditions to Completion of Business Combination with Advisor. Before the Company may complete any business combination with the Advisor in accordance with this Section 1314, the following conditions shall be satisfied:
(i) the Special Committee formed in accordance with Section 13(a14(a) hereof receives an opinion from a qualified investment banking firm, separate and distinct from the any firm jointly retained by the Advisor, which provides an analysis of the assets to be acquired by the Company in the business combination, and the Advisor to provide a valuation analysis in accordance with Section 13(a) hereof, concluding concludes that the consideration to be paid to acquire by the Advisor Company in the business combination is fair to the Stockholders from a financial point of view;
(ii) the Board determines that such business combination is advisable and in the best interests of the Company and the Stockholders; and
(iii) such business combination is approved by the Stockholders entitled to vote thereon in accordance with the Company’s Articles of Incorporation and Bylaws.
Appears in 1 contract
Samples: Advisory Agreement (Steadfast Secure Income REIT, Inc.)
