KMP. XXXXXX XXXXXX ENERGY PARTNERS, L.P. By: KINDER XXXXXX X.X., INC., its general partner By: XXXXXX XXXXXX MANAGEMENT, LLC, its delegate By: /s/ Xxxxx X. XxXxxx Name: Xxxxx X. XxXxxx Title: Vice President KMPGP: KINDER XXXXXX X.X., INC. By: /s/ Xxxxx X. XxXxxx Name: Xxxxx X. XxXxxx Title: Vice President KMR: XXXXXX XXXXXX MANAGEMENT, LLC By: /s/ Xxxxx X. XxXxxx Name: Xxxxx X. XxXxxx Title: Vice President PARENT STOCKHOLDER: By: /s/ Xxxxxxx X. Xxxxxx Xxxxxxx X. Xxxxxx RDK INVESTMENTS, LTD. By: RDK VENTURES, LLC, its general partner By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Managing Member EXHIBIT A PARENT STOCK OWNERSHIP Number of Shares Stockholder Class P Shares Xxxxxxx X. Xxxxxx 231,987,275 RDK Investments, Ltd. 11,072,258 EXHIBIT B CHARTER AMENDMENT See attached. EXHIBIT B CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF XXXXXX XXXXXX, INC. [ ], 201[ ] Xxxxxx Xxxxxx, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Company”), hereby certifies as follows:
KMP. Lxxxx 0, Xxxxxx Xxxxxxxx, Xxxxx Xxxxxxxxx, Xxxxx Bandar Dxxxxxxxx, Xxxxxxxxx Xxxxxxx, 00000 Xxxxx Xxxxxx
KMP. As more fully described in this proxy statement and in the KMP merger agreement, each of KMI’s and KMP’s obligation to complete the KMP merger depends on a number of conditions being satisfied or, where legally permissible, waived, including the following: • the KMP merger agreement must have been approved by the affirmative vote of a majority of the outstanding KMP units, voting together as a single class; • the adoption of the amendment to KMI’s certificate of incorporation, which is referred to as the ‘‘charter amendment proposal,’’ must have been approved by the affirmative vote of a majority of the outstanding shares of our common stock entitled to vote thereon; • the issuance of shares of our common stock pursuant to the KMP merger, the KMR merger and the EPB merger, which is referred to as the ‘‘stock issuance proposal,’’ must have been approved by the affirmative vote of a majority of the shares of our common stock present at a meeting of the stockholders of KMI; • any waiting period applicable to the transactions contemplated by the KMP merger agreement under the HSR Act must have been terminated or must have expired (the Antitrust Division and the FTC granted early termination of the applicable waiting period under the HSR Act on August 22, 2014); • no law, injunction, judgment or ruling enacted, promulgated, issued, entered, amended or enforced by any govermental authority (each, a ‘‘restraint’’) shall be in effect enjoining, restraining, preventing or prohibiting consummation of the transactions contemplated by the KMP merger agreement or making the consummation of the transactions contemplated by the KMP merger agreement illegal; • the registration statement in which this proxy statement is included must have been declared effective under the Securities Act and must not be subject to any stop order suspending the effectiveness of the registration statement or proceedings initiated or threatened by the SEC for that purpose; • our common stock deliverable to the KMP unitholders as contemplated by the KMP merger agreement must have been approved for listing on the NYSE, subject to official notice of issuance; • all of the conditions set forth in the KMR merger agreement and the EPB merger agreement must have been satisfied or irrevocably waived (if permitted under applicable law) in writing by the applicable party thereto (other than (x) those conditions that by their terms are to be satisfied by actions taken at the closing under the KMR merger ...
KMP agrees to purchase 500,000 shares of OPC $1.00 par value Preferred Stock at a price of $1.00 per share. 250,000 shares of Preferred Stock will be purchased at closing; 125,000 will be purchased 90 days after closing; and 125,000 will be purchased 270 days after closing.
KMP. 3. Senior management personnel and other employees Criteria for appointment of directors While recommending the appointment of the directors to the board, the committee shall consider criteria/attributes like qualification, expertise, experience of the directors in their respective fields, professional or business standing and diversity of the board. The committee has discretion to decide whether qualification, expertise and experience possessed by a person is sufficient/satisfactory for the concerned position.
KMP. Notwithstanding the restrictions above, the KMP merger agreement provides that, under specified circumstances at any time prior to obtaining the approval of KMP’s unitholders of the KMP merger agreement, if KMP has received a written KMP alternative proposal that the KMGP conflicts committee believes is bona fide and the KMGP conflicts committee, after consultation with its financial advisors and outside legal counsel, determines in good faith that such alternative proposal constitutes or could reasonably be expected to lead to or result in a superior proposal and such KMP alternative proposal does not result from a material breach of the non-solicitation provisions in the KMP merger agreement (as described in ‘‘The KMP Merger Agreement—No Solicitation by KMP’’ beginning on page 111), then KMP, KMGP and KMR may: • furnish information with respect to KMP and its subsidiaries to any third party making such alternative proposal; and • participate in discussions or negotiations regarding such alternative proposal. KMP, KMGP and KMR also have agreed in the KMP merger agreement that they (i) will promptly, and in any event within 24 hours after receipt, advise KMI, orally and in writing, if any proposal, offer or inquiry is received by, any information is requested (other than requests for information in the ordinary course of business) from, or any discussions or negotiations are sought to be initiated with them in respect of any KMP alternative proposal, indicate the identity of the person making any such alternative proposal, offer or inquiry and (ii) will provide KMI the terms and conditions of any such alternative proposal, request or inquiry (including providing KMI with copies of any written materials received from or on behalf of such person making such proposal, offer or inquiry). In addition, KMP, KMGP and KMR have agreed to promptly keep KMI reasonably informed of all material developments affecting the status and terms of any such proposals, offers, inquiries or requests (and promptly, and in any event within 24 hours, provide KMI with copies of any additional written materials received by KMP, KMGP or KMR or that KMP, KMGP or KMR has delivered to any third party making a KMP alternative proposal that relate to such proposals, offers, inquiries or requests) and the status of any such discussions or negotiations.
