The Proposed Transactions. The Lenders and the Issuers hereby acknowledge that the Borrower is engaging in the Proposed Transactions and (subject to Section 8.09(i)) each of the Lenders and Issuers agrees that the separate transactions contemplated by the Proposed Transactions will be permitted under this Agreement, notwithstanding anything herein to the contrary, provided that, upon consummation of the Proposed Transactions, each successor company to the Borrower by merger or consolidation (including, without limitation, New Ashland Inc.) assumes the obligations of the Borrower pursuant to a Joinder Agreement substantially in the form of Exhibit I-1 or Exhibit I-2 hereto. Upon the consummation of the sale or disposition of all of the Borrower's (and its Subsidiaries') interest in the equity of MAP to Marathon Oil Company (and/or its Affiliates), reference to MAP herein (other than in the definition of "Proposed Transactions" or in Section 2.11) shall be deemed to be of no further effect.
The Proposed Transactions. 1.1.1 The board of directors (the “Board”) of Allied Technologies Limited (the “Company” and together with its subsidiaries, the “Group”) wishes to announce that the Company had on 2 June 2016 entered into the following agreements:
The Proposed Transactions. Pursuant to the Framework Agreement, the Parties intend to jointly establish an entity outside the People’s Republic of China (the “PRC”) to act as general partner (the “Co-GP”), which will, together with CLI (and/or its affiliate) and GLP Shanghai (and/or its affiliate) as limited partners, jointly establish a privately offered fund structured as a limited partnership outside the PRC (the “Fund”) (the “Proposed Investment in the Fund”). It is intended that the Fund or its subsidiary shall act as the purchaser in the acquisition of equity interests in a number of subsidiaries directly or indirectly owned by CLI and the Company (the “Target Companies”) which own certain plots of land in the PRC (together with the buildings and structures thereon, the “Properties”) (the “
The Proposed Transactions. With your assistance, subject to its due diligence and satisfaction of all conditions to closing, ASSAC will seek to consummate the proposed acquisitions (the “Transactions”):
The Proposed Transactions. Upon the terms and subject to the conditions of this Agreement, the parties intend to effect a strategic business combination pursuant to which Merger Sub, a newly formed, wholly owned Subsidiary of Acquirer, will merge with and into the Company (the “Merger”). The Company will be the surviving company in the Merger and shall continue to be governed by the Laws of the State of Delaware immediately thereafter. Following the Merger, at the option of Acquirer, the Company will merge with and into Acquirer with Acquirer being the surviving corporation (the “Acquirer Merger”). The Acquirer Merger sometimes is referred to herein as the “Subsequent Merger”. Immediately prior to the Merger, Radius Bank (“Company Bank”) will terminate its election as a “covered savings association” pursuant to 12 C.F.R. Part 101, move its home office to Utah and reclassify its former home office as a branch (the “Termination and Relocation”). Concurrently with the Merger, Company Bank will convert from a federal savings bank to a national bank (the “Conversion”). Immediately following the Conversion, Acquirer will contribute certain assets and certain operations to the Company Bank and the Company Bank will execute its proposed business plan (the “Contribution and Business Plan Execution”). The Acquirer Merger, the Subsequent Merger, the Termination and Relocation, the Conversion, and the Contribution and Business Plan Execution, are collectively referred to herein as the “Core Transactions” and are also included within the scope of the transactions contemplated by this Agreement.
