RATIONALE FOR THE MERGER Sample Clauses

RATIONALE FOR THE MERGER. ‌ In recent years, the banking sector is experimenting a process of restructuring and progressive concentration, caused by the need for banks to improve their efficiency and optimise operating costs in a climate of long-term reduction of interest margins as a result of negative interest rates and the economy’s deleveraging process. Although the current global COVID-19 pandemic has reaffirmed the fundamental role of banks in supporting families and companies, which in many cases have seen their sources of income drastically cut, this crisis will cause interest rates to remain at very low levels, or even negative, for a period longer than expected. It will also cause a rise in defaulting and bad debt provisions, negatively impacting on the profitability of banks. This backdrop requires seeking larger scales in the banking sector. In recent years, CaixaBank and Bankia have positioned themselves as the second and fourth biggest credit entities in Spain, respectively, in terms of assets, while completing their conversion from savings to stock-listed banks, updating and improving their corporate governance, and adapting to the new regulatory framework arising out of Basel III, implemented in the EU with the Capital Requirements and Bank Resolution Directives. However, the current pandemic, along with other structural challenges faced by Eurozone banks (digital transformation, low profitability in the climate of interest rates described, etc.), make the proposed CaixaBank and Bankia merger a strategic opportunity for both entities. Thus, as stated by the Single Supervisory Mechanism on numerous occasions, a merger such as the one projected will enable tackling the above-mentioned structural challenges from a stronger position. In particular, it will enable reaching a greater number of clients with an optimised cost structure and allow the two entities to jointly make digital transformation investments, which will allow making new investments in a more efficient manner. The merger of the intervening companies is of great strategic value given (i) the strong brand recognition of both entities, (ii) their very sound liquidity structure, (iii) their consolidated solvency, and (iv) the opportunity represented by the fostering of concentration operations through the publication of proposed guidelines by the European Central Bank, which clears up certain major uncertainties on concentration operations regarding the capital requirements applicable to the resulting entity...
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RATIONALE FOR THE MERGER. On 24 May 2021, the deed of merger by absorption of Quabit Inmobiliaria, S.A. (“Quabit”) into Neinor Homes, S.A. (“Neinor”) was registered with the Commercial Registry of Bizkaia. Since then, Neinor has held, directly or indirectly, the entire share capital of the Participating Entities, in accordance with the organisation chart attached hereto as Annex I. The corporate structure shown in the aforementioned schedule, which has been inherited by the Neinor group as a result of the absorption of Quabit, is based on the incorporation of virtually one company for each real estate development project carried out by the Quabit Group (“Quabit’s Structure”). Quabit's Structure, however, departs from the Neinor group's organisational strategy, which is based on corporate segmentation not by real estate development projects but by type of activity or geographical area of development. Hence, the property development activity is carried out by a small number of companies belonging to the group headed by Neinor, each of which groups together multiple real estate development projects throughout Spain (“Neinor’s Structure”). As a result of this structural divergence, the Neinor group's strategy and the evolution of its businesses justify simplifying and streamlining its corporate structure, particularly in view of its size and complexity following the absorption of Quabit, the parent company of a considerable number of subsidiaries that make up the inherited Quabit’s Structure. As indicated in section 12.1 of the joint merger plan of Quabit and Neinor, Neinor has made progress in the analysis of possible overlaps and duplications, as well as economies of scale and synergies arising from the merger by absorption of Quabit. In this regard, the Merger that is the subject of this Joint Merger Plan is the result of a process of rationalisation of the corporate structure of the Neinor group following the merger with Quabit, which is strictly the result of the aforementioned analysis of overlaps and duplications. As indicated above, the absorption of the Absorbed Companies contributes to the achievement of this objective, insofar as it would simplify their management, facilitate the efficient allocation of resources and reduce the administrative costs associated with the existence of the companies, whose activity could be carried out in a grouped manner in any of the development companies belonging to Neinor’s Structure. Indeed, the unification of the assets and activities of t...
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RATIONALE FOR THE MERGER. ‌ The boards of directors of the Participating Entities have agreed to promote the merger of both Participating Entities through the Merger, pursuant to the terms of this Joint Merger Plan, with the objective of creating a group that maintains its position as leader in the Spanish development and residential sector in Spain with the aim of increasing its relevance in the Spanish construction market. The merger of the Participating Entities would lead to the creation of value by combining the management capabilities of both groups and operational and financial synergies. In this regard, the boards of directors of Neinor and Xxxxxx consider that there are several reasons favoring the merger of the Participating Entities, highlighting the following: – Combination of complementary businesses: the Merger would create an ambitious real-estate project, with a combined high quality land bank that would allow the construction of more than 16,000 dwellings by the entity resulting from the Merger within the framework of real- estate developments expected to be carried out in the medium term. The combination would also make it possible to integrate the aforementioned combined land portfolio under a well- defined property-development platform with a combined capacity to deliver housing. – Combination value drivers: the Merger would generate various additional benefits due to the integration, that the Participating Entities would not be able to achieve separately, including:
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Related to RATIONALE FOR THE MERGER

  • Effects of the Merger The Merger shall have the effects set forth in Section 259 of the DGCL.

  • The Merger Upon the terms and subject to the conditions of this Agreement and in accordance with the DGCL, at the Effective Time (as defined below), Merger Sub shall be merged with and into the Company. As a result of the Merger, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation of the Merger (the “Surviving Corporation”).

  • Split Transactions You can instruct a merchant to charge your Card for part of a purchase and pay any remaining amount with cash or another card. This is called a “split transaction.” Some merchants do not permit split transactions. If you wish to conduct a split transaction, you must tell the merchant the exact amount you would like charged to your Card. If you fail to inform the merchant you would like to complete a split transaction and you do not have sufficient available funds in your Account to cover the entire purchase amount, your Card is likely to be declined.

  • Non-Merger Except as otherwise provided in this Agreement, the covenants, representations and warranties set out in this Agreement do not merge but survive Closing and, notwithstanding such Closing or any investigation by or on behalf of a Party, continue in full force and effect. Closing does not prejudice any right of one Party against another Party in respect of any remedy in connection with anything done or omitted to be done under this Agreement.

  • Reporting Unauthorized Transactions You should notify us immediately if you believe your Access Codes or any Access Devices have been lost or stolen, that someone has gained access to the Security Procedure, or that someone has transferred or may transfer money from your Account without your permission or if you suspect any fraudulent activity on your Account. To notify us, call us at the number provided in Section 9.6 between 8:00 a.m. to 4:30 p.m. Central Time during a Business Day.

  • Billing for Treatment and Payment Restrictions Grantees will;

  • PERMITTED TRANSACTIONS The Member is free to engage in any activity on its own or by the means of any entity. The Member’s fiduciary duty of loyalty, as it applies to outside business activities and opportunities, and the “corporate opportunity doctrine,” as such doctrine may be described under general corporation law, is hereby eliminated to the maximum extent allowed by the Act.

  • Mergers, Reorganizations and Equity Transfers Each of the Company and any Sponsor Affiliates acknowledges that any mergers, reorganizations or consolidations of the Company and such Sponsor Affiliates may cause the Project to become ineligible for negotiated fees in lieu of taxes under the FILOT Act absent compliance by the Company and such Sponsor Affiliates with the Transfer Provisions; provided that, to the extent provided by Section 12-44- 120 of the FILOT Act or any successor provision, any financing arrangements entered into by the Company or any Sponsor Affiliates with respect to the Project and any security interests granted by the Company or any Sponsor Affiliates in connection therewith shall not be construed as a transfer for purposes of the Transfer Provisions. Notwithstanding anything in this Fee Agreement to the contrary, it is not intended in this Fee Agreement that the County shall impose transfer restrictions with respect to the Company, any Sponsor Affiliates or the Project as are any more restrictive than the Transfer Provisions.

  • Conditions to Payment, Transfer or Exchange Freddie Mac, its agent or any other person potentially required to withhold with respect to payments on a Note shall have the right to require a Holder of a Note, as a condition to payment of principal of or interest on such Note, or as a condition to transfer or exchange such Note, to present at such place as Freddie Mac, its agent or such other person shall designate a certificate in such form as Freddie Mac, its agent or such other person may from time to time prescribe, to enable Freddie Mac, its agent or such other person to determine its duties and liabilities with respect to (i) any taxes, assessments or governmental charges which Freddie Mac, the Global Agent, the Exchange Administrator or such other person, as the case may be, may be required to deduct or withhold from payments in respect of such Note under any present or future law of the United States or jurisdiction therein or any regulation or interpretation of any taxing authority thereof; and (ii) any reporting or other requirements under such laws, regulations or interpretations. Freddie Mac, its agent or such other person shall be entitled to determine its duties and liabilities with respect to such deduction, withholding, reporting or other requirements on the basis of information contained in such certificate or, if no certificate shall be presented, on the basis of any presumption created by any such law, regulation or interpretation, and shall be entitled to act in accordance with such determination.

  • Transaction Limitations During any calendar month, You may not make more than six withdrawals from or transfers to another Credit Union Account of Yours or to a third party by means of a pre-authorized or automatic transfer or telephonic order or instruction, or by check, draft, debit card, if applicable, or similar order to a third party. If You exceed these limitations, Your Account may be subject to closure by the Credit Union. SPECIFIC TERMS APPLICABLE TO YOUR HOLIDAY CLUB ACCOUNT Variable Rate Information. This Account is subject to a Variable Rate. For the current dividend rate and corresponding APY, refer to the accompanying account disclosure rate supplement which We have included with and made a part of this Disclosure. Minimum Balance Requirements. No minimum balance requirements apply to this Account. Transaction Limitations. After Your Account is established, You may not make any withdrawals from Your Account, except for the scheduled withdrawal that occurs on October of each year (“Scheduled Withdrawal Date”). On the Scheduled Withdrawal Date each year (or on the next business day if the Scheduled Withdrawal Date is not a business day) We will transfer the entire balance then on deposit to Your Share Account. If You exceed these limitations, Your Account may be subject to closure by the Credit Union. SPECIFIC TERMS APPLICABLE TO YOUR VACATION CLUB ACCOUNT Variable Rate Information. This Account is subject to a Variable Rate. For the current dividend rate and corresponding APY, refer to the accompanying account disclosure rate supplement which We have included with and made a part of this Disclosure. Minimum Balance Requirements. No minimum balance requirements apply to this Account. Transaction Limitations. After Your Account is established, You may not make any withdrawals from Your Account, except for the scheduled withdrawal that occurs on April of each year (“Scheduled Withdrawal Date”). On the Scheduled Withdrawal Date each year (or on the next business day if the Scheduled Withdrawal Date is not a business day) We will transfer the entire balance then on deposit to Your Share Account. If You exceed these limitations, Your Account may be subject to closure by the Credit Union. SPECIFIC TERMS APPLICABLE TO YOUR IRA ACCOUNT Tiered Variable Rate Information. This Account is subject to a Tiered Variable Rate. For the current dividend rate and corresponding APY, refer to the accompanying account disclosure rate supplement which We have included with and made a part of this Disclosure. Minimum Balance Requirements. In order to earn the disclosed APY, You must maintain an average daily balance that is at least equal to $100.00. Transaction Limitations. Individual Retirement Accounts (IRAs) are also subject to limitations imposed by the Internal Revenue Service. Please consult Your IRA agreement or tax advisor for additional information. SPECIFIC TERMS APPLICABLE TO YOUR BASIC SHARE DRAFT ACCOUNT Dividend Information. No dividends are paid on this Account. Minimum Balance Requirements. No minimum balance requirements apply to this Account. Transaction Limitations. No transaction limitations apply to this Account. SPECIFIC TERMS APPLICABLE TO YOUR SUPER SHARE DRAFT ACCOUNT Variable Rate Information. This Account is subject to a Variable Rate. For the current dividend rate and corresponding APY, refer to the accompanying account disclosure rate supplement which We have included with and made a part of this Disclosure. Minimum Balance Requirements. In order to earn the disclosed APY, You must maintain an average daily balance that is at least equal to $2,000.00. Transaction Limitations. No transaction limitations apply to this Account. SPECIFIC TERMS APPLICABLE TO YOUR SUPER PLUS SHARE DRAFT ACCOUNT Variable Rate Information. This Account is subject to a Variable Rate. For the current dividend rate and corresponding APY, refer to the accompanying account disclosure rate supplement which We have included with and made a part of this Disclosure. Minimum Balance Requirements. In order to earn the disclosed APY, You must have on deposit with the credit union an aggregate total of $3,000.00 in the following Accounts: (a) IRA; (b) savings; (c) holiday; (d) vacation; (e) share draft;

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