Merger and Related Transactions. The Merger and the other "Related Transactions" (as described in the Proxy Statement), if consummated, will be consummated in all material respects in accordance with the terms, and subject to the conditions, set forth in the Merger Agreement as in effect on the date of this Agreement and as described in the Proxy Statement and without any material amendment or waiver thereof; subject to the escrow of the documents pertaining to the Related Transactions and, in accordance with the terms of such escrow arrangements, the Related Transactions will be effected and the documents pertaining thereto will be released from escrow prior to, or at the same time as, the release of the Escrow Documents in accordance with the terms of Section 4(a) of the Escrow Agreement.
Merger and Related Transactions. The Transaction Agreement is amended by deleting Section 2.2 and replacing it in its entirety with the following:
Merger and Related Transactions. Affordable Diagnostics will merge into Subsidiary (the "Merger") pursuant to the terms of the Agreement of Merger being executed and delivered concurrently herewith ("Merger Agreement"). On the effective date of the Merger (the "Effective Date"), the shares of the Common Stock, par value $.0001 per share ("Fonar Common Stock") of Fonar Corporation ("Fonar") to which the shareholders of Affordable Diagnostic are entitled pursuant to the terms of the Merger will be delivered to Smith Barney Inc., or other xxxxxxxx xxxeeable escrow agent, to be held in escrow pursuant to the terms of this Agreement and the Escrow Agreement. Prior to the Effective Date, with the exception only of those assets described in Exhibit A hereto, Bronx Diagnostic, Yonkers Diagnostic, Magnetic Connections and N.E. Billing Service (the "Selling Management Companies") will sell, convey, transfer, assign and deliver to Affordable, and Affordable will purchase from the Selling Management Companies, all of the assets and properties of the Selling Management Companies of every kind and description, real, personal or mixed, tangible or intangible, wherever situated and the Selling Management Companies' respective businesses as going concerns, including, without limitation, the following:
Merger and Related Transactions. Notwithstanding any provision of this Agreement or any other Loan Document to the contrary, Lender hereby acknowledges and agrees that Borrower (and the other parties thereto) will enter into the Merger and Related Transactions, and further consents to the execution, delivery and performance by Borrower (and other parties thereto) of all agreements, instruments and other documents entered into (and/or to be entered into) in connection therewith; without limiting the foregoing, Lender hereby consents to the Lender hereby consents to the Merger and Related Transactions.
Merger and Related Transactions. On September 12, 2023, FLAG consummated a series of transactions that resulted in the merger of FLAG Merger Sub Inc., a Nevada corporation and a wholly-owned subsidiary of FLAG (“Merger Sub”) and Calidi pursuant to the Agreement and Plan of Merger, as amended, dated as of January 9, 2023. Pursuant to the terms of the Merger Agreement, the business combination was effected through the merger of Merger Sub with and into Calidi, with Calidi surviving such merger as a wholly-owned subsidiary of FLAG. Historical common share amounts of Calidi have been retroactively restated based on the conversion ratio of approximately 0.042 (the “Conversion Ratio”). Following the consummation of the business combination, FLAG was renamed “Calidi Biotherapeutics, Inc.” As a result of the Business Combination, all outstanding stock of Calidi were cancelled in exchange for the right to receive newly issued shares of Common Stock (also referred to as “New Calidi Common Stock”), par value $0.0001 per share, and all outstanding options to purchase Calidi stock were assumed by Calidi. The total consideration received by Calidi Security Holders at the Closing of the transactions contemplated by the Merger Agreement is the newly issued shares of Common Stock and securities convertible or exchangeable for newly issued shares of Common Stock with an aggregate value equal $250.0 million, plus an adjustment of $23.8 million pursuant to the net debt adjustment provisions of the Merger Agreement by reason of the Series B Financing. As a result, the Calidi Security Holders received an aggregate of 2,737,560 shares of Common Stock as Merger Consideration. As additional consideration, each Calidi stockholder was entitled to earn, on a pro rata basis, up to 1,800,000 Escalation Shares. During the Escalation Period, Calidi Stockholders may be entitled to receive up to 1,800,000 Escalation Shares with incremental releases of 450,000 shares upon the achievement of each share price hurdle if the trading price of Common Stock is $120.00, $140.00, $160.00 and $180.00, respectively, for a period of any 20 days within any 30- consecutive-day trading period. The Escalation Shares have been placed in escrow and are outstanding from and after the Closing, subject to cancellation if the applicable price targets are not achieved. While in escrow, the shares will be non-voting. Holders of FLAG Class A Common Stock who did not redeem their shares obtained their pro rata portion of an additional 8,585 Non-Red...
Merger and Related Transactions
