Roll-Up Transactions. In connection with any proposed Roll-Up Transaction, an appraisal of all of the Company’s assets shall be obtained from a competent Independent Expert. The Company’s assets shall be appraised on a consistent basis, and the appraisal shall be based on the evaluation of all relevant information and shall indicate the value of the assets as of a date immediately prior to the announcement of the proposed Roll-Up Transaction. The appraisal shall assume an orderly liquidation of the assets over a twelve-month period. The terms of the engagement of the Independent Expert shall clearly state that the engagement is for the benefit of the Company and the Shareholders. A summary of the appraisal, indicating all material assumptions underlying the appraisal, shall be included in a report to Shareholders in connection with a proposed Roll-Up Transaction. In connection with a proposed Roll-Up Transaction, the Person sponsoring the Roll-Up Transaction shall offer to Shareholders who vote against the proposed Roll-Up Transaction the choice of:
(a) accepting the securities of a Roll-Up Entity offered in the proposed Roll-Up Transaction; or
(b) one of the following:
(i) remaining as Shareholders and preserving their interests therein on the same terms and conditions as existed previously; or
(ii) receiving cash in an amount equal to the Shareholder’s pro rata share of the appraised value of the net assets of the Company. The Company is prohibited from participating in any proposed Roll-Up Transaction:
(c) that would result in the Shareholders having voting rights in a Roll-Up Entity that are less than shareholder rights and other voting rights provided for in Sections 12.2, 14.1 and 14.4 hereof or Section 3(b) of Article II of our Bylaws;
(d) that includes provisions that would operate as a material impediment to, or frustration of, the accumulation of capital stock by any purchaser of the securities of the Roll-Up Entity (except to the minimum extent necessary to preserve the tax status of the Roll-Up Entity), or which would limit the ability of an investor to exercise the voting rights of its securities of the Roll-Up Entity on the basis of the capital stock held by that investor;
(e) in which investor’s rights to access of records of the Roll-Up Entity will be less than those described in Section 12.3 hereof; or
(f) in which any of the costs of the Roll-Up Transaction would be borne by the Company if the Roll-Up Transaction is rejected by the Shareholders.
Roll-Up Transactions. If the Partnership adopts any plan of merger, plan of exchange or plan of conversion which, if effected, would result in a “Roll-Up Transaction”, as defined in the Articles of Incorporation, then any such transaction shall be subject to and effected strictly in compliance with the provisions applicable to Roll-Up Transactions set forth in Section 13.3 of the Articles of Incorporation.
Roll-Up Transactions. Appraisal. If the Company proposes to enter into a Roll-Up transaction, an appraisal of all Company assets shall be obtained from a competent, Independent Expert. If the appraisal will be included in a Memorandum to offer the securities of a Roll-Up entity to the Members, the appraisal shall be filed with the Securities and Exchange Commission and the states as an exhibit to the Registration Statement for that offering. The Independent Expert will appraise the assets of the Company on a consistent basis, and conduct the appraisal based on an evaluation of the Company’s assets as of a date immediately before the announcement of the proposed Roll-Up. In performing the appraisal, the Independent Expert shall assume an orderly liquidation of the Company’s assets over a 12-month period. The terms of the engagement of the Independent Expert shall clearly state that the engagement is for the benefit of the Company and its Members. The Company shall include a summary of the Independent Expert’s appraisal, indicating all material assumptions underlying the appraisal, in a report to the Members regarding the proposed Roll-Up.
Roll-Up Transactions. The following transactions (the “Roll-up Transactions”) shall have been completed:
(a) The Company shall have completed the acquisition of all of the issued and outstanding ownership interests of Southland LLC;
(b) Southland LLC shall have completed the acquisition of substantially all of the assets of Quality Care; and
(c) The Company shall have acquired (i) ninety percent (90%) of the issued and outstanding capital stock of Emergystat, and (ii) ninety percent (90%) of the issued and outstanding capital stock of Emergystat of Sulligent).
Roll-Up Transactions. The Sellers and the Company hereby represent that the only condition to completion of the Roll-Up Transactions is payment of: (x) that certain liability owed to GE Health Care, Inc. in the amount of approximately $2,300,000; and (y) that certain liability owed to Pacific Capital in the amount of $603,000. If the Purchaser arranges for the payment on the Closing Date of those obligations referred to in the immediately preceding sentence, the Sellers and the Company hereby agree to close, and cause the closing of, the Roll-up Transactions the Closing Date. Each of the Sellers and the Company hereby represent and agree that the only consideration to be paid to the sellers in connection with the Roll-up Transactions is the issuance of capital stock of the Company. Each of the Sellers and the Company hereby represent and agree that, as of the date of completion of the Roll-up Transactions, the condition of the Company, Emergystat, Emergystat of Sulligent, their respective subsidiaries, and the successor entities that acquired the assets of Quality Care and Southland LLC, prepared on a consolidated basis, will not be materially different from the condition reflected in the September 30, 2004 financial statements referred to in Section 3.7 above.
Roll-Up Transactions. The following transactions (the “Roll-up Transactions”) shall have been completed:
(a) The Company shall have completed the acquisition of all of the issued and outstanding ownership interests of Southland LLC;
(b) Southland LLC shall have completed the acquisition of substantially all of the assets of Quality Care; and
(c) The Company shall have acquired (i) ninety percent (90%) of the issued and outstanding capital stock of Emergystat, and (ii) ninety percent (90%) of the issued and outstanding capital stock of Emergystat of Sulligent). Notwithstanding anything to the contrary in Section 7.4 above, the Purchaser may elect to satisfy the conditions set forth in this Section 7.4 by paying the $2,300,000 liability owed to Health Care, Inc., and the $603,000 liability owed to Pacific Capital.
Roll-Up Transactions. The Corporation agrees that each of the Minority Roll-Up Transactions (as defined in Section 1.4(b)) shall be consummated in consideration solely for the issuance of Common Shares (and not cash or any other assets or obligations of the Corporation or any of its Subsidiaries or affiliates). The Corporation also agrees that the Ledcor Roll-Up Agreement (as defined in Section 1.4(b)) shall be consummated in consideration solely for the issuance of 4,500,000 Common Shares (and not cash or any other assets or obligations of the Corporation or any of its Subsidiaries or affiliates) and in accordance with the terms of the Ledcor Roll-Up Agreement in effect on the date hereof.
Roll-Up Transactions. The Company and the eCivis Holders’ Representative acknowledge and agree that GTY and Merger Sub are not making any representations or warranties with respect to the Persons that are party to the Roll-Up Transactions (except as set forth in Section 3.11), and that all rights to claims against such Persons will reside solely with GTY and that none of the Company Parties or the eCivis Holders will have any rights whatsoever to make such claims or be subrogated to such claims (except to the extent where such waiver is not permitted under applicable Law), nor shall the Company or eCivis Holders or eCivis Holders’ Representative have any obligations or liabilities of any kind with respect to the Roll-Up Transactions, including any direct or indirect allocation of expenses or liabilities in connection therewith other than, in each case, in their capacity as a holder of shares of GTY Common Stock.
Roll-Up Transactions. Buyer intends to enter into one or more Property for Stock Exchange Agreements (the “Integrated Exchange Agreements”) with the owners of the entities set for on Schedule 4.03(a) (the “Affiliate Transaction Entities”) whereby it will acquire controlling ownership interests of such entities in exchange for the issuance of up 99,000,000 shares of the Buyer’s Class A Common stock and 1,000,000 shares of the Buyer’s Class B Common Stock.
Roll-Up Transactions. Except as otherwise provided in this Agreement, the Company and the OC Holders’ Representative acknowledge and agree that GTY and Merger Sub are not making any representations or warranties with respect to the Persons that are party to the Roll-Up Transactions, and that all rights to claims against such Persons will reside solely with GTY and that none of the Company Parties or the OC Holders will have any rights whatsoever to make such claims or be subrogated to such claims (except to the extent where such waiver is not permitted under applicable Law).
