Proposed Transaction. Based solely upon our review of the Documents, we understand that the proposed transaction will occur as follows: Landmark is a Georgia corporation based in Marietta, Georgia and is the parent company of one or more subsidiaries (the “Landmark Subsidiaries”) including a banking subsidiary, First Landmark Bank, a Georgia state-chartered bank (“First Landmark Bank”) engaged in the business of providing banking and other financial institution services to its customers. NCC is a Delaware corporation based in Birmingham, Alabama and is the parent company of one or more subsidiaries (the “NCC Subsidiaries”) including National Bank of Commerce, a national banking association (“NBC Bank”) engaged in the business of providing banking and other financial institution services to its customers. The purpose of the Merger is to enable NCC to acquire the assets and business of Landmark through the merger of Landmark with and into NCC. After the Merger, the operations and business of Landmark and the Landmark Subsidiaries will be continued by NCC. NCC and Landmark have represented in the Proxy Statement-Prospectus and the Certificates that each has a significant business purpose for the Merger. Under the Agreement, Landmark will merge with and into NCC. Immediately upon the Effective Time, Landmark’s corporate existence will cease, and NCC will be the surviving corporation. As the surviving corporation, NCC will succeed to all of the assets and liabilities of Landmark. As provided in the Agreement, as soon as practicable following the Effective Time, First Landmark Bank will be merged with and into NBC Bank with NBC Bank continuing as the surviving entity and subsidiary of NCC. National Commerce Corporation Landmark Bancshares, Inc. June 8, 2018 By virtue of the Merger, each share of Landmark Common Stock (excluding shares held by Landmark, any Landmark Subsidiaries, NCC or any NCC Subsidiaries, 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 of Landmark Common Stock held by shareholders of Landmark 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 and exchanged for the right to receive, subject to the terms and conditions set forth in Section 3.1 of the Agreement, Common Stock and cash. More specifically, each holder of issued and outstanding shares of Landmark Common ...
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. 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.
Proposed Transaction. Without any representation or warranty that the following transaction will be consummated, the Borrower has informed the Agent and the Banks that it is planning the following transaction (the “Permitted Reorganization”):
(a) formation of a new subsidiary, Otter Tail Holding Company (“New OTC”), which will be a Minnesota corporation;
(b) formation by New OTC of a new subsidiary, Otter Tail Merger Sub (“Merger Sub”), which will be a Minnesota corporation;
(c) transfer by the Borrower to New OTC by way of assignment or contribution to capital of all Non- Power Company Assets;
(d) assumption by New OTC of all liabilities and obligations of the Borrower except (i) those under this Agreement and the Notes issued hereunder, (ii) those under the Senior Indebtedness Agreements listed on Schedule 12.1 and the Notes described on such Schedule 12.1, and (iii) all liabilities and obligations that pertain to the Borrower’s electric generation and transmission business and do not pertain to the operation of the Borrower as a holding company (such liabilities and obligations other than those described in (i), (ii) and (iii) hereof are called the “Assumed Liabilities”);
(e) release of the Borrower from the Assumed Liabilities by each holder thereof;
(f) release of Varistar Corporation and its Subsidiaries from guaranties of Senior Indebtedness Agreements listed on Schedule 12.1 and the Notes described on such Schedule 12.1;
(g) exchange of the stock of New OTC for the stock of the Borrower, which will be held by New OTC;
(h) merger of the Borrower with Merger Sub (the “Merger”), where the surviving corporation in the Merger will be the Borrower and will have the name Otter Tail Power Company;
(i) change of the name of New OTC to Otter Tail Corporation;
(j) the Borrower (now named Otter Tail Power Company and sometimes referred to herein as the “Power Company”) will remain obligated under this Agreement and the other Loan Documents.
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. The parties intend to effect a business combination through the merger of Merger Sub with and into Granite (the “Merger”) whereby each issued and outstanding share of Granite Stock not owned by FNB, Merger Sub or Granite or their respective subsidiaries shall be converted into 3.375 shares of FNB Common Stock. The respective boards of directors of FNB, Merger Sub and Granite have approved and declared advisable this Agreement and the transactions contemplated hereby, including the Merger.
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.
