Purpose of the Offer. We issued the options currently outstanding to: . provide our eligible employees with additional incentive and to promote the success of our business, and . encourage our eligible employees to continue their employment with us. One of the keys to our continued growth and success is the retention of our most valuable asset, our employees. The offer provides an opportunity for us to offer our eligible employees a valuable incentive to stay with Agile. Many of our outstanding options, whether or not they are currently exercisable, have exercise prices that are significantly higher than the current market price of our shares. We believe that these underwater options are unlikely to be exercised in the foreseeable future. By making this offer to exchange outstanding options for New Options that will have an exercise price at least equal to the market value of their underlying shares on the grant date, we intend to provide our eligible employees with the benefit of owning options that over time may have a greater potential to increase in value, create better performance incentives for employees and thereby maximize stockholder value. Because we will not grant New Options until at least six months and one day after the date we cancel the options accepted for exchange, the New Options may have a higher exercise price than some or all of our currently outstanding options. Because of the large number of underwater options currently outstanding, a total re-grant of new options would have a severe negative impact on our dilution and outstanding shares. Additionally, we have a limited pool of options that we are allowed to grant per calendar year without stockholder approval, and we must therefore conserve our current available options for new hires and on-going grants. Considering the ever-present risks associated with a volatile and unpredictable stock market, and our industry in particular, there is no guarantee that the market price at the time of the new option grant (and thus the exercise price of your own option) will be less than or equal to the exercise price of your existing option, or that your New Option will increase in value over time. From time to time we engage in strategic transactions with business partners, customers and other third parties. We may engage in transactions in the future with these or other companies which could significantly change our structure, ownership, organization or management or the make-up of our Board of Directors, and which ...
Purpose of the Offer. The purpose of the Offer is for Wonder, through Purchaser, to acquire control of, and would be the first step in Wonder’s acquisition of the entire equity interest in, Blue Apron. The Offer is intended to facilitate the acquisition of all issued and outstanding Shares. The purpose of the Merger is to acquire all issued and outstanding Shares not tendered and purchased pursuant to the Offer. If the Offer is consummated, Purchaser intends to complete the Merger as soon as practicable thereafter. The Blue Apron Board unanimously (i) determined and declared the Offer, the Merger and the other transactions contemplated by the Merger Agreement, on the terms and conditions set forth in the Merger Agreement (collectively, the “Transactions”), are advisable, and in the best interests of, Blue Apron and its stockholders, (ii) resolved that Blue Apron was authorized to enter into and is authorized to perform its obligations under the Merger Agreement, providing for the consummation of the Transactions, (iii) resolved that the Merger Agreement and the Merger will be effected as soon as practicable following the consummation of the Offer and will be governed by and effected under Section 251(h) and the other relevant provisions of the DGCL and (iv) recommended that Blue Apron’s stockholders accept the Offer and tender their Shares pursuant to the Offer. If the Offer is consummated, we will not seek the approval of Blue Apron’s remaining stockholders before effecting the Merger. Section 251(h) of the DGCL provides that following consummation of a successful tender offer for a public corporation, and subject to certain statutory provisions, if the acquirer holds at least the amount of shares of each class of stock of the constituent corporation that would otherwise be required to approve a merger for the constituent corporation, and the other stockholders receive the same consideration for their stock in the merger as was payable in the tender offer, the acquirer can effect a merger without the action of the other stockholders of the constituent corporation. Accordingly, if we consummate the Offer, we are required pursuant to the Merger Agreement to complete the Merger without a vote of Blue Apron stockholders in accordance with Section 251(h) of the DGCL. TABLE OF CONTENTS
Purpose of the Offer. The Offer is being made pursuant to the Merger Agreement. The purpose of the Offer is for Parent to acquire control of, and all of the outstanding equity interests in, Smart & Final. The Offer, as the first step in the acquisition of Smart & Final, is intended to facilitate the acquisition of all outstanding Shares. The Merger Agreement provides, among other things, that the Offeror will be merged into Smart & Final and that upon consummation of the Merger, the surviving corporation will become a wholly owned subsidiary of Parent. If the Offer is consummated, we do not anticipate seeking the approval of Smart & Final's remaining public stockholders before effecting the Merger. Section 251(h) of the DGCL provides that following consummation of a successful tender offer for a public corporation, and subject to certain statutory provisions, if the acquirer holds at least the amount of shares of each class of stock of the target corporation that would otherwise be required to approve a merger for the target corporation, and the other stockholders receive the same consideration for their stock in the merger as was payable in the tender offer, then the acquirer can effect a merger without the action of the other stockholders of the target corporation. Accordingly, if we consummate the Offer, we intend to effect the closing of the Merger without a vote of the stockholders of Smart & Final in accordance with Section 251(h) of the DGCL. If you sell your Shares in the Offer, you will cease to have any equity interest in Smart & Final or any right to participate in its earnings and future growth. If you do not tender your Shares, but the Merger is consummated, you also will no longer have an equity interest in the surviving corporation and will not have any right to participate in its earnings and future growth. Similarly, after selling your Shares in the Offer or the exchange of your Shares in the subsequent Merger, you will not bear the risk of any decrease in the value of Smart & Final or the surviving corporation, as applicable. Under the DGCL, holders of Shares do not have appraisal rights in connection with the Offer. In connection with the Merger, however, stockholders of Smart & Final who comply with the applicable statutory procedures under the DGCL will be entitled to receive a judicial determination of the fair value of their Shares pursuant to Section 262 of the DGCL (exclusive of any element of value arising from accomplishment or expectation of the Merg...
Purpose of the Offer. Certain Effects of the Offer 9
Purpose of the Offer. Plans for the Company; the Merger Agreement; Other Agreements........................................... 18 12. Certain Conditions to the Offer............................. 35 13.
Purpose of the Offer. The purpose of the Offer is to enable the Purchaser to acquire a significant interest in the Partnership for investment purposes based on its expectation that the Partnership will continue to generate Tax Credits and tax losses attributable to the BACs. The Purchaser intends to sell, and has begun the process of selling, membership interests in the Purchaser to third parties with a need for Tax Credits and/or tax losses. The aggregate sales price of the Purchaser's membership interests to third parties will be equal to the aggregate purchase price for the tendered BACs and all other securities acquired by the Purchaser pursuant to secondary market transactions and other tender offers conducted to date, together with the expenses associated therewith, the expenses associated with the Purchaser's sale of membership interests and the prepayment of certain fees and expenses in connection with the Purchaser's operations. Neither the Purchaser nor its current members will derive a profit from the sale of the Purchaser's membership interests. However, affiliates of the Purchaser expect to earn fees in connection with such sales, for structuring this transaction and for performing certain services for the Purchaser. Another purpose of the Offer is to allow BACs holders who have a current or anticipated need or desire for liquidity to sell their BACs. An additional purpose of the Offer is to establish a standard against which any subsequent tender offers for BACs can be judged. The Purchaser does not currently intend to make any effort to change current management or the operation of the Partnership nor does it have any current plans or intentions for any extraordinary transaction involving the Partnership. However, the Purchaser's plans with respect to its investment in the BACs could change at any time in the future. If such plans with respect to the Partnership change in the future, the ability of the Purchaser to influence actions on which BACs holders (through the Assignor Limited Partner) have a right to vote will depend on the BACs holders' response to the Offer (i.e., the number of BACs tendered). If the Purchaser acquires only a small number of BACs pursuant to the Offer, it will not be in a position to influence matters over which BACs holders have a right to vote. Conversely, if the maximum number of BACs sought are tendered and accepted for payment pursuant to the Offer, the Purchaser will own approximately 25% of the issued and outstanding BACs and, as...
Purpose of the Offer. The purpose of the Offer and the Merger is to acquire control of, and the entire equity interest in, the Company. The Offer, as the first step in the acquisition of the Company, is intended to facilitate the acquisition of all of the Shares. The purpose of the Merger is to acquire all capital stock of the Company not purchased pursuant to the Offer or otherwise.
Purpose of the Offer. The purpose of the Offer is for Parent, through the Purchaser, to acquire control of, and the entire equity interest in, O’Charley’s. The Offer, as the first step in the acquisition of O’Charley’s, is intended to facilitate the acquisition of all outstanding Shares. The purpose of the Merger is to acquire all of the outstanding Shares not tendered and purchased pursuant to the Offer. If the Offer is successful, the Purchaser intends to consummate the Merger as promptly as practicable. If you sell your Shares in the Offer, you will cease to have any equity interest in O’Charley’s or any right to participate in its earnings and future growth. If you do not tender your Shares, but the Merger is consummated, you also will no longer have an equity interest in O’Charley’s. Similarly, after selling your Shares in the Offer or the subsequent Merger, you will not bear the risk of any decrease in the value of O’Charley’s. Short-form Merger. The TBCA provides that if a parent company owns at least 90% of each class of outstanding voting shares of a subsidiary, the parent company can effect a short-form merger with that subsidiary without the action of the other shareholders of that subsidiary. Accordingly, if as a result of the Offer, the Top-Up Option or the subsequent offering period, if any, the Purchaser directly or indirectly owns at least 90% of the Shares, Parent and the Purchaser expect to effect the Merger as a “short-form merger” pursuant to Section 00-00-000 of the TBCA, no earlier than one month after the date that a copy of the plan of merger was mailed to all shareholders of O’Charley’s. Under those circumstances, neither the approval of any holder of Shares other than the Purchaser, or of the Company’s Board of Directors, would be required. Furthermore, no dissenters’ rights would be available under Section 00-00-000 of the TBCA in connection with a short-form merger, unless the Shares are no longer listed on Nasdaq on the date of the consummation of the short-form merger. See Section 17 – “Dissenters’ Rights.” Even if Parent and the Purchaser do not own 90% of the outstanding Shares following consummation of the Offer, Parent and the Purchaser could seek to purchase additional Shares in the open market, from O’Charley’s or otherwise in order to reach the 90% threshold and effect a short-form merger. The price per Share that may be paid for any Shares so acquired will be at least equal to that paid in the Offer.
Purpose of the Offer. The purpose of the Offer is to enable Parent, through Purchaser, to acquire control of, and the entire equity interest in, the Company. The Offer is being made pursuant to the Merger Agreement and is intended to increase the likelihood that the Merger will be effected and reduce the time required for stockholders to receive the transaction consideration and to complete the acquisition of the Company. The purpose of the Merger is to acquire all outstanding Shares not purchased in the Offer. The transaction structure includes the Merger to ensure the acquisition of all outstanding Shares. If the Merger is completed, Parent will own 100% of the equity interests in the Company and will be entitled to all of the benefits resulting from that interest. These benefits include complete control of the Company and entitlement to any increase in its value. Similarly, Xxxxxx would also bear the risk of any losses incurred in the operation of the Company and any decrease in the value of the Company. The Company's stockholders who tender their Shares in the Offer will cease to have any equity interest in the Company and to participate in any future growth in the Company. If the Merger is completed, the current stockholders of the Company will no longer have an equity interest in the Company and instead will have only the right to receive cash consideration according to the Merger Agreement or, to the extent stockholders are entitled to and properly exercise appraisal rights under the DGCL, the amounts to which such stockholders are entitled under the DGCL. See Section 13—"The Merger Agreement; Other Agreements." Similarly, the current stockholders of the Company will not bear the risk of any decrease in the value of the Company after selling their Shares in the Offer or the Merger.
Purpose of the Offer. Currently there is no secondary market for the Fund's Shares. The Fund's Board of Directors has determined that it would be in the best interest of stockholders for the Fund to take action to attempt to provide liquidity to stockholders. The Fund will not at any time be required to make tender offers in the future.
