Proposed Transactions. (a) This Agreement references certain pertinent documents as well as applicable laws and regulations. Each Shareholder acknowledges to the Company and the other Shareholders that such references are not summaries or complete and are qualified in their entirety by the complete texts of the documents, laws and regulations so summarized.
(b) Each Shareholder acknowledges to the Company and the other Shareholders that such Shareholder has had ample opportunity to ask questions regarding each of the following documents:
(i) Amended and Restated Certificate of Incorporation of the Company;
(ii) Bylaws of the Company;
(iii) Stock Purchase Agreement dated as of July 10, 2004, by and between TA Leasing Holding Co., Inc. and Xxxxxx & Company Limited, as amended, including all exhibits and schedules thereto (the "Stock Purchase Agreement");
(iv) Shareholders Agreement, dated as of the date hereof (the "Shareholders Agreement"), by and among the Company and the shareholders party thereto, including all exhibits and schedules thereto;
(v) Investor Subscription Agreement, dated as of the date hereof, by and among the Company and the shareholders of the Company party thereto, including all exhibits and schedules thereto (the "Investor Subscription Agreement");
(vi) Management Consulting Agreement, dated as of the date hereof, by and among the Company, its Related Companies and The Jordan Company, L.P. ("TJC"), including all exhibits and schedules thereto (the "TJC Management Consulting Agreement");
(vii) Management Advisory Agreement, dated as of the date hereof, by and among the Company, its Related Companies and the advisor party thereto, including all exhibits and schedules thereto (the "Advisory Agreement");
(viii) Transaction Fee Agreement, dated as of the date hereof, by and between the Company and Seacon Holdings Limited ("Seacon Fee Agreement").
(ix) Senior Subordinated Credit Agreement, dated as of November 3, 2004, by and between the Company and the lenders named therein, as such agreement may be amended, waived or otherwise modified or refinanced from time to time and all other agreements and documents related thereto (the "Loan Agreement");
(x) Credit Agreement, dated as of November 3, 2004, by and among the Company, Fortis Bank, as Agent, Transamerica Leasing Inc. and Trans Ocean Limited, as such agreement may be amended, waived or otherwise modified or refinanced from time to time and all other agreements and documents related thereto (the "Credit Agreement...
Proposed Transactions. Notwithstanding anything to the contrary in Section 3.2(e) or elsewhere in these Third Amended and Restated Articles of Incorporation or otherwise, to the extent that (x) the Agreement and Plan of Merger, by and among the Corporation, Xxxxxx-Xxxxx Transportation Holdings Inc. and Liberty Merger Sub Inc., dated as of March 20, 2023 (the “Merger Agreement”) or the Rollover Agreement, by and among Xxxxxx-Xxxxx Transportation Holdings Inc., Liberty Holdings Topco LLC and the other parties thereto, dated as of March 20, 2023 (the “Rollover Agreement”) entered into in connection with the Merger Agreement, or (y) any of the transactions contemplated by the Merger Agreement or the Rollover Agreement (collectively, the “Contemplated Transactions”) or (z) the consideration to be paid to the holders of Class A Common Stock or Class B Common Stock pursuant to the Merger Agreement or the Rollover Agreement (collectively, the “Contemplated Consideration”), are inconsistent with Section 3.2(e) or any provisions thereof, Section 3.2(e) or such provisions thereof, as applicable, shall not apply to the Merger Agreement, the Rollover Agreement, the Contemplated Transactions or the Contemplated Consideration.” * * * * The name of the corporation is U.S. Xpress Enterprises, Inc. (the “Corporation”).
Proposed Transactions. Property Chineham Gate Grant of 4 FRI leases to RTL of Crockford Lane four main office floors of Chineham Chineham Gate, Chineham, Basingstoke Basingstoke for term expiring in June 2013 at total rent of (Pound Sterling)595,000 p.a. exclusive subject to 5 yearly upward only reviews. Satec House Purchase of freehold for (Pound Xxxxxx Xxxx Xxxxxxxx)000,000 by RPL. Grant of Crewe FRI lease by RPL to RTL for term of 25 years at rent of (Pound Sterling)82,500 p.a. exclusive subject to 5 yearly upward only reviews.
Proposed Transactions. (i) Upon request, any and all information, documents and reports regarding any proposed Trust Preferred Debt as the Administrative Agent may require in its reasonable discretion, and (ii) as soon as possible and in any event within thirty (30) days after the closing of any proposed Trust Preferred Debt, fully executed copies of all loan documentation for any such Permitted Repurchase Facility or proposed Trust Preferred Debt.
Proposed Transactions. (a) The Original Members hereby deem it advisable and in the best interest of the Company that the Company enter into the Merger Agreement, dated as of July 12, 1999, among the Company, SHP Acquisition, SHP Properties and Sunstone Hotel Investors, L.P., a Delaware limited partnership (the "Merger Agreement"), a form of which has been presented to the Members, and the transactions contemplated thereby, be, and each of them hereby is, in all respects authorized and approved; and the Managers are, and each of them hereby is, authorized to execute and deliver on behalf of the Company the Merger Agreement with such changes therein and additions or amendments thereto, and any and all ancillary documents (collectively with the Merger Agreement, the "Transaction Agreements"), in 24 such form as the Manager or Manager executing any of the Transaction Agreements shall approve, such Manager's execution thereof to be conclusive evidence of such approval.
(b) All actions heretofore taken by any Member, any Manager or an authorized person within the meaning of the Act in connection with any matter referred to herein are hereby approved, ratified and confirmed in all respects.
(c) The Managers are, and each of them hereby is, authorized, and directed to do and perform, or cause to be done and performed, all such acts, deeds and things and to make, execute and deliver, or cause to be made, executed and delivered, all such agreements, undertakings, documents, instruments, certificates and other papers and instruments, in the name and on behalf of the Company or otherwise as each such Manager may deem necessary or appropriate to effectuate or carry out fully the purpose and intent of the Transaction Agreements and any of the transactions contemplated thereby.
Proposed Transactions. New Sections 3(g), 3(h) and 3(i) shall be added to --------------------- the Rights Agreement as follows:
Proposed Transactions. The Company has disclosed --------------------- to the Purchasers the following transactions (the "Proposed Transactions"), and the Purchasers hereby acknowledge and agree that the Company has disclosed to the Purchasers and discussed with them the Proposed Transactions as follows:
a. the Company (or a wholly-owned subsidiary of the Company) proposes to acquire the Xxxxxx Schools;
b. the Company may be required to incur indebtedness in connection with the foregoing acquisition; and
c. the Company will obtain a line of credit in the amount of $750,000 from Xxxxxx United Bank or equivalent institution (the "Line of Credit").
Proposed Transactions. Under the Proposed Transactions, the following two agreements were executed on 12 February 2020:
i) Unwinding and Termination Agreement between GENP, GIB, GENP Services Sdn Bhd (“GENP Services”), a wholly-owned subsidiary of GENP, Elevance and ERS Singapore giving effect to the following:
a) to unwind the Share SPA whereby ERS Singapore will transfer to GENP 72 million fully paid-up ordinary shares, representing 25% of the entire share capital of GIB for a cash consideration of RM72.00 million. GENP shall pay ERS Singapore a net amount of RM64.00 million after setting off RM8.00 million owing by ERS Singapore for the initial Share Sale under the Share SPA against the said consideration of RM72.00 million;
b) to unwind the PDC Agreement whereby Elevance will refund to GIB an amount of RM64.00 million in cash, representing the entire sum of the Design Fee paid to date by GIB to Elevance under the PDC Agreement; and
c) termination of all ancillary agreements between the relevant parties to facilitate the operations of the Metathesis Plant covering offtake, marketing and the provision of management services as well as to set out the rights and obligations of the shareholders of GIB.
ii) Supplemental LCS Agreement between GIB and Elevance Amendment to the LCS Agreement whereby for a final cash consideration of USD1.67 million (equivalent to RM6.90 million at exchange rate of USD1.00 to RM4.1340 based on the middle rates as at noon on 12 February 2020 as published by Bank Negara Malaysia), Elevance will continue to grant the Metathesis License and provide catalyst supply to GIB following the same terms and conditions as in the LCS Agreement. Upon completion of the Proposed Transactions, GIB will become a wholly-owned subsidiary of GENP.
Proposed Transactions. Notwithstanding any other provision of the Credit Agreement, the Borrower and its Subsidiaries may sell or otherwise Dispose of, by means of a negotiated sale or public offering, the Capital Stock, or any of the businesses or lines of business of or included within the companies set forth on Schedule 1 hereto owned by the Borrower and its Subsidiaries (each such sale, a "Permitted Third Amendment Transaction"); so long as each Permitted Third Amendment Transaction is (a) approved by the Board of Directors of the Borrower on terms that the Board of Directors determines as fair and reasonable to the Borrower, (b) subject to a fairness opinion from an independent investment banker or financial advisor of recognized standing, a copy of which is delivered to the Administrative Agent at least five days prior to the date of the closing of any such sale or Disposition, such opinion to be acceptable in form in substance in all respects to the Administrative Agent, and (c) consummated for cash consideration only. The requirements of clauses (a) and (b) of the preceding sentence will not apply to any Disposition of the businesses identified on Schedule 1 as exempt from clauses (a) and (b).
Proposed Transactions. The Borrower and its Subsidiaries may sell or otherwise Dispose of, by means of a negotiated sale, the Capital Stock, or any of the businesses or lines of business of or included within, the businesses described on Schedule 1 hereto for the consideration described thereon (each such sale, a "PERMITTED FOURTH AMENDMENT TRANSACTION"), so long as each Permitted Fourth Amendment Transaction is approved by the Board of Directors of the Borrower on terms that the Board of Directors determines as fair and reasonable to the Borrower and its Subsidiaries.
