Proposed Transaction. Bluerock determines to admit a new member to the Company who agrees to make Capital Contributions (which Bluerock would otherwise be permitted to make hereunder) subject to receipt of a senior preferred 12% IRR and 10% of all Distributable Funds thereafter. Application of Section 9.1(e): The Proposed Transaction is permitted without ArchCo's consent. Section 6.3 would be modified to provide for distributions to be made as follows:
Proposed Transaction. Based solely upon our review of the Documents, we understand that the proposed transaction will occur as follows: PCB is a Florida banking corporation based in Bradenton, Florida and is engaged in the business of providing banking and other financial institution services to its customers. In addition, PCB may be, but currently is not, the parent company of one or more subsidiaries (the “PCB Subsidiaries”). NCC is a Delaware corporation based in Birmingham, Alabama and is the parent company of one or more subsidiaries (the “NCC Subsidiaries”) including NBC, a national banking association providing banking and other financial institution services to its customers. The purpose of the Merger is to enable NBC to acquire the assets and business of PCB through the merger of PCB with and into NBC. After the Merger, the operations and business of PCB will be continued by NBC. The NCC Entities and PCB have represented in the Proxy Statement-Prospectus and the Certificates that each has a significant business purpose for the Merger. Under the Agreement, PCB will merge with and into NBC. Immediately upon the Effective Time, PCB’s corporate existence will cease, and NBC will be the surviving association. As the surviving association, NBC will succeed to all of the assets and liabilities of PCB. National Commerce Corporation Premier Community Bank of Florida May 10, 2018 By virtue of the Merger, each share of PCB Common Stock (excluding shares held by PCB, NCC, a PCB Subsidiary or an NCC Subsidiary other than in a fiduciary or agency capacity on behalf of a third party or as a result of debts previously contracted, and excluding shares held by shareholders who perfect their dissenters’ rights of appraisal as provided in Section 3.3 of the Agreement) issued and outstanding at the Effective Time, will be converted into the right to receive NCC Common Stock and cash. More specifically, each holder of issued and outstanding shares of PCB Common Stock shall, as of the Effective Time (other than shares cancelled pursuant to Section 3.1(c) of the Agreement and shares held by holders that perfect their dissenters’ rights of appraisal as provided in Section 3.3 of the Agreement), receive for each of such holder’s issued and outstanding shares of PCB Common Stock, (i) 0.4218 of a fully paid and nonassessable share of NCC Common Stock, plus (ii) $0.93 in cash, without interest, plus (iii) any cash, without interest, in lieu of fractional shares as specified in Section 3.4 of the A...
Proposed Transaction. The Transaction consists of the merger of Bratel Brasil into Oi, with the transfer of the entire equity of Bratel Brasil, substantially consisting of its investment in Oi, to Oi itself, which shall succeed said company in all respects, in all its assets, rights and obligations, such that Bratel Brasil shall be extinguished, under the terms of Article 227 of the Corporations Law (“Merger of Bratel Brasil”).
Proposed Transaction. The Transaction consists of the merger of the shares of Oi into TelPart, with the transfer of the entire equity of Oi (except for those already held by TelPart) to TelPart, with the objective of making Oi a wholly owned subsidiary of TelPart, under the terms of Article 252 of the Corporations Law (“Merger of Bratel Brasil”).
Proposed Transaction. Same as example 1 but the transaction is to be structured as a contribution of the Property to a new limited liability company (''NewCo") in which the Company and the new member are members. Application of Section 9.1(e): The Proposed Transaction is permitted without ArchCo's consent provided that (i) after giving effect to the distribution provision under the operating agreement of NewCo and the terms of Section 6.3 of this Agreement, Distributable Funds are distributable as provided in Example 1 above and (ii) after giving effect to any amendment hereof proposed by Bluerock to be entered into in connection with such contribution, the operating agreement of NewCo has provisions which are reasonably adequate for ArchCo to directly or indirectly have substantially the same rights and remedies as are provided for herein ) including, if Commencement of Construction has not occurred, the right to acquire the Property substantially on the terms provided in Section 16 if an Abandonment Event occurs; provided, however, Bluerock and not the new member, shall be obligated under the Put Option. EXHIBIT C Parcel Map [See attached]
Proposed Transaction. For the avoidance of doubt, the provisions of this Section 5.7(b) do not apply to the Proposed Transaction.
Proposed Transaction. Upon effectiveness of the Proposed Transaction, the number of Warrant Shares issuable upon exercise of each outstanding Warrant shall be proportionally adjusted such that the Warrant Shares Percentage immediately following the consummation of the Proposed Transaction is equal to the Warrant Shares Percentage immediately prior to consummation of the Proposed Transaction. Notwithstanding the foregoing and the provisions of Section 5.4, in no event shall the Proposed Transaction give rise to an adjustment under both Section 5.4 and this Section 5.11. If upon the occurrence of the Proposed Transaction the application of the provisions of Section 5.4 and Section 5.11 would each result in an adjustment to the Exercise Price and/or number of Warrant Shares issuable upon exercise of the Warrants, then the provisions of either of such Sections whose application shall result in the greater decrease in the Exercise Price and the greater increase in the number of Warrant Shares issuable upon exercise of the Warrants, as the case may be, shall be given effect and the provisions of such other Section shall be deemed not to apply to the Proposed Transaction.
Proposed Transaction. Based solely upon our review of the Reviewed Documents, we understand that the proposed transaction will occur as follows: ANB is a Delaware corporation based in Birmingham, Alabama, and currently is a holding company for several corporations engaged in the business of providing banking and other financial institution services to its customers. BANK is a Florida banking corporation based in Ormond Beach, Florida, that is also engaged in the business of providing banking and other financial institution services to its customers. The purpose of the Merger is to enable ANB to acquire the stock of BANK through the merger of a newly formed, wholly owned subsidiary of ANB, CQA Interim Bank (“ANB-SUB”) into BANK. After the Merger, BANK’s operations and business will be continued by ANB. BANK and ANB have represented in the S-4 filing related to the Merger that each has a significant business purpose for the Merger. Immediately upon the Effective Time, the corporate existence of ANB-SUB will cease, and BANK will be the surviving corporation. By virtue of the Merger, each share of BANK Common Stock issued and outstanding prior to the Effective Time will be exchanged for consideration consisting of ANB Common Stock and possibly cash depending on the elections of the holders of BANK Common Stock and ANB. More specifically, each holder of issued and outstanding shares of BANK Common Stock shall, as of the Effective Time, have the right to receive, for each of such holder’s issued and outstanding shares of BANK Common Stock, the sum of: (i) 0.6326 shares of ANB Common Stock (as potentially increased pursuant to Section 3.1(b)(2) of the Agreement) plus (ii) Additional Optional Cash Consideration (if any). Holders of BANK Common Stock shall be provided with an opportunity to elect to receive cash consideration in lieu of receiving ANB Common Stock in the Merger. Holders who are to receive cash in lieu of exchanging their shares of BANK Common Stock for ANB Common Stock are to receive an amount in cash equal to the product of (i) the Average Quoted Price multiplied by (ii) the Exchange Ratio (the “Per Share Cash Consideration”) for each share of BANK Common Stock that is so converted. Notwithstanding the preceding sentence, the maximum amount of cash consideration (including both the aggregate Per Share Cash Consideration and all cash included as part of the Additional Optional Cash Consideration) that may be paid in connection with the Merger (the “Maximum Cash Amount”) ...
Proposed Transaction. A. The VILLAGE and DEVELOPER have executed an OFFER TO PURCHASE and various amendments setting forth the terms and conditions for the sale/purchase of the PARCEL. Copies of this documentation will be attached as EXHIBIT B following the closing of this transaction and will be collectively referred to as the PARCEL PURCHASE DOCUMENTATION.
Proposed Transaction. Well Dynamic has entered into the Sales Management Agreement with HPAL for the appointment of HPAL as the sales manager in respect of the Xxxx Xxx Property. Well Dynamic currently intends to sell only the residential units of the Xxxx Xxx Property. Completion of the Xxxx Xxx Property is currently expected to take place by the first quarter of 2015.
