Subsequent to the. Execution Time, there shall not have been any decrease in the rating of any of Berkshire's or Salomon's debt securities by any "nationally recognized statistical rating organization" (as defined for purposes of Rule 436(g) under the Act).
Subsequent to the. Execution Time, there shall not have been any (i) downgrading in the rating accorded the Company's debt securities by a "nationally recognized securities rating organization," as that term is defined by the Commission for purposes of its Rule 436(g)(2); and (ii) no such rating 228 organization shall have announced publicly that it has placed, or informed the Company or the Initial Purchasers that it intends to place, any of the Company's debt securities on what is commonly referred to as a "watchlist" for possible downgrading, in a manner or to an extent indicating a materially greater likelihood of a downgrading in rating as described in clause (i) above occurring than was the case as of the date hereof.
Subsequent to the execution and delivery of the Original Agreement, Provident American Corporation changed its name to HealthAxis Inc. On September 29, 2000, the parties executed and delivered an Amended and Restated Agreement and Plan of Reorganization ("First Amended Agreement"), which amended and restated in its entirely the Original Agreement and an Amended and Restated Agreement and Plan of Merger ("First Amended Plan"), which amended and restated the Original Plan. The parties hereto intend to amend and restate in its entirety the terms of the First Amended Agreement and the First Amended Plan, as herein provided (this "Agreement") and as set forth in the Amended and Restated Agreement and Plan of Merger dated as of the date hereof and attached hereto as Exhibit A (the "Plan"). As further provided in this Agreement and in the Plan attached hereto, each share of common stock, no par value per share, of HealthAxis ("HealthAxis Common Stock") and each share of Preferred Stock, par value $1.00 per shares, of HealthAxis ("HealthAxis Convertible Preferred Stock") issued and outstanding immediately before the Effective Date (except for Dissenting Shares, as defined in Section 14 of the Plan) shall, by virtue of the Merger and without any action on the part of the holder thereof, be automatically converted into the right to receive 1.334 shares (the "Exchange Ratio") of common stock of HAI, $0.10 par value per share ("HAI Common Stock"). The parties intend that the Merger: (i) qualify as a tax -free reorganization within the meaning of Section 368 of the Code, and (ii) be accounted for as a purchase by HAI for financial accounting purposes. The Nonconflicted Directors (as defined herein) and the remainder of the Board of Directors of HealthAxis have unanimously determined that the Merger and the other transactions contemplated by this Agreement and the Plan (collectively, the "Transactions") are in the best interests of HealthAxis and its shareholders. The disinterested members of the respective Board of Directors of HAI and Newco, a wholly owned subsidiary of HAI (consisting of those directors of HAI and Newco who are not affiliated in any way with HealthAxis on the date of this Agreement), and the remainder of the members of each Board of Directors have determined that the Transactions are in the best interests of HAI and Newco and their respective shareholders. Concurrently with the execution of this Agreement, and as a condition and inducement to HAI's willingness to ente...
Subsequent to the. Cal Jockey merger through December 31, 1998, the Companies acquired ownership and leasehold interests in an additional 243 hotels through the Wyndham merger, the WHG merger, the Arcadian acquisition, the Interstate merger, the Summerfield acquisition and the CHCI merger. At December 31, 1998, the Companies had 173 management and franchise agreements through these mergers and acquisitions. See Items 1 and 2, "Business and Properties," for a more detailed discussion of these merger agreements. As of December 31, 1998, Xxxxxxx and Wyndham, either directly or through the Operating Partnerships and other subsidiaries, own interests in 178 hotels with an aggregate of over 43,800 rooms (excluding hotels under development). The Companies' portfolio consists of proprietary brand hotels including; WyndhamSM, Wyndham Hotels & Resorts, Wyndham Garden Hotels(R), Wyndham Grand Heritage(R), Grand Bay Hotels & Resorts, Summerfield Suites, Sierra Suites, Malmaison and Clubhouse. These hotels are diversified by brand affiliation, service level, price point and location and most serve primarily major U.S. business centers, including Atlanta, Boston, Chicago, Cleveland, Dallas, Denver, Houston, Los Angeles, Miami, Minneapolis, San Diego, San Francisco and Seattle as well as the United Kingdom. Additionally, the Companies offer luxury and upscale resort accommodations through its luxury Grand Bay brand and its upscale Wyndham Resort product, situated in major tourist and destination locations. As of December 31, 1998, the Companies proprietary brand portfolio of owned hotels include 50 Wyndhams (including Wyndham Resorts, Wyndham Grand Heritage and Wyndham Gardens Hotels), 6 Grand Bay, 5 Summerfield Suites, 4 Malmaison Hotels and 8 ClubHouse Inns. Additionally, the Companies have 94 non-proprietary branded hotels which consists of 87 full service hotels, and 3 resort hotels, 4 limited service hotels. All but 5 of these hotels are operated under franchise or brand affiliations with nationally recognized hotel companies, including Marriott(R), Crowne Plaza(R), Hilton(R), Hyatt(R), Radisson(R), Holiday Inn(R), Doubletree(R), Embassy Suites(R), Ramada(R), Four Points by Sheraton(R), WestCoast(R), Hampton Inn(R), and Courtyard by Marriott(R). The Companies also leases 121 hotels from third parties, manages 161 hotels for independent owners and franchises 12 hotels. Additionally, the Companies have 10 hotels under development which are expected to open in mid to late 1999. All of th...
Subsequent to the. Second Quarter 2004 Advances shall continue to be due and payable by the Borrower in accordance with the repayment provisions set forth in this clause 6.1.2 above."
Subsequent to the. Execution Time, there shall not have been any decrease in the ratings of any of the Company's debt securities by any "nationally recognized statistical rating organization" (as defined for purposes of Rule 436(g) under the Act) or any notice given of any intended or potential decrease in any such rating or of a possible change in any such rating that does not indicate the direction of the possible change.
Subsequent to the. Closing Date each party to this Agreement shall at the request of the other furnish, execute and deliver such documents, instruments, certificates, notices or other assurances as counsel for the requesting party, shall reasonably require as necessary or desirable to effect complete consummation of this Agreement or in connection with the preparation and filing of reports required or requested by government agencies, stock exchanges, or other regulatory bodies.
Subsequent to the. Execution Time, there shall not have been (i) any change, or any development or event involving a prospective change, in the condition (financial or other), business, properties or results of operations of the Company and its subsidiaries taken as one enterprise which, in the judgment of a majority in interest of the Underwriters including the Representatives, is material and adverse and makes it impractical or inadvisable to proceed with completion of the public offering or the sale of and payment for the Securities; (ii) any downgrading in the rating of any of the Company's debt securities by any "nationally recognized statistical rating organization" (as defined for purposes of Rule 436(g) under the Act) or any public announcement that any such organization has under surveillance or review its rating of any debt securities of the Company (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading, of such rating); (iii) any suspension of trading in the Company's Common Stock by the Commission or on any exchange or in the over the counter market or any suspension or limitation of trading in securities generally on the New York Stock Exchange or the National Association of Securities Dealers Automated Quotation National Market System or any establishment of minimum prices on either of such Exchange or Market System, (iv) any declaration of a banking moratorium either by Federal or New York State authorities or by Singaporean authorities, (v) any outbreak or escalation of hostilities in which the United States is involved, declaration by the United States of a national emergency or war or other national or international calamity or crisis the effect of which is such as to make it, in the judgment of a majority in interest of the Underwriters, including the Representatives, impracticable or inadvisable to proceed with the offering or the sale or delivery of, or payment for, the Securities, or (vi) a change in U.S. or international financial, political or economic conditions or currency exchange rates or exchange controls as would, in the judgment of in the judgment of a majority in interest of the Underwriters, including the Representatives, be likely to prejudice materially the success of the proposed issue, sale or distribution of the Securities, whether in the primary market or in respect of dealings in the secondary market.
Subsequent to the. Execution Time, there shall not have been any decrease in the rating of the Notes by any "nationally recognized statistical rating organization" (as defined for purposes of Rule 436(g) under the Securities Act) or any notice given of any intended or potential decrease in any such rating or of a possible change in any such rating that does not indicate the direction of the possible change.
Subsequent to the issuance advice letter, and unless an earlier date is specified in 19 the financing order, the electric utility may proceed with the issuance of the 20 securitized bonds unless, prior to noon on the fourth business day after the
