INTERESTS OF CERTAIN PERSONS IN THE MERGER Sample Clauses

INTERESTS OF CERTAIN PERSONS IN THE MERGER. TRANSACTIONS In considering the respective recommendations of the AFC Board and the APY Board with respect to the Merger Agreement and the transactions contemplated thereby, stockholders of APY should be aware that certain members of the management of AFC and APY and the AFC Board and the APY Board have certain interests in the Merger Transactions that are different from, or in addition to, the interests of stockholders of AFC and APY generally. At the Record Date, directors and executive officers of each of AFC and APY and their respective affiliates (excluding SMA) owned in the aggregate 43,140 shares of APY Common Stock (including shares issuable on or before , 1997 upon exercise of outstanding stock options) which represents less than one percent of the outstanding shares of APY Common Stock. Certain directors and executive officers of AFC and APY own shares of APY Common Stock and therefore will exchange such shares of APY Common Stock for Merger Consideration in connection with the Merger. See "Principal and Other Stockholders of APY." In addition, each outstanding option to purchase shares of APY Common Stock that is held by a director or executive officer of AFC or APY at the Effective Time will be converted into options to acquire shares of AFC as set forth in "The Merger Transactions--The Merger Agreement--APY Merger Consideration." 36
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INTERESTS OF CERTAIN PERSONS IN THE MERGER. THE MANAGEMENT SHAREHOLDERS Under the Merger Agreement, the Management Shareholders will contribute 2,437,262 shares of Common Stock, valued at an aggregate average of $10.13 per share, to Parent immediately prior to the Effective Time in exchange for common stock of Parent. In exchange, the Management Shareholders will receive approximately 35% of the common stock of Parent issued and outstanding immediately after the Effective Time, on a fully diluted basis (which percentage may be reduced as a result of the issuance of 39 45 warrants to providers of financing for the Merger). The Management Shareholders and certain of their affiliates will receive the Merger Consideration of $11.25 per share for their remaining 5,250,550 shares of Common Stock resulting in an average value in cash and stock of approximately $10.90 per share of Common Stock being received by the Management Shareholders for their shares of Common Stock in connection with the Merger. The ownership of common stock of Parent presents the Management Shareholders with inherent conflicts of interest in connection with the Merger. In considering the recommendation of the Board of Directors with respect to the Merger, shareholders should be aware of such interests. The Special Committee and the Board of Directors were aware of such interests and considered them along with other factors described under "SPECIAL FACTORS -- Reasons for the Merger; Fairness of the Merger." The Management Shareholders and their affiliates in the aggregate currently own 37.6% of the Common Stock. For the year ended December 31, 1999, the net book value of the Company and net earnings of the Company were approximately, $140,369,000 and $17,762,000, respectively. As a result the Management Shareholders' aggregate proportionate interest in the net book value and net earnings of the Company for the fiscal year ended December 31, 1999 was approximately $52,778,744 and $6,678,512, respectively. If the Merger is completed, the Management Shareholders, in the aggregate, will own approximately 35% of Parent (which percentage may be reduced as a result of the issuance of warrants to providers of financing for the Merger) and will have, indirectly, a proportionate interest in the net book value and net earnings of the Surviving Corporation for the fiscal year ended December 31, 2000.
Sample 1
INTERESTS OF CERTAIN PERSONS IN THE MERGER. THE MANAGEMENT SHAREHOLDERS Under the Merger Agreement, the Management Shareholders will contribute 2,552,817 shares of Common Stock, valued at an aggregate average of $10.18 per share, to Parent immediately prior to the Effective Time in exchange for common stock of Parent. In exchange, the Management Shareholders will receive 36.3% of the common stock of Parent issued and outstanding immediately prior to the Effective Time, on a fully diluted basis. The Management Shareholders and certain of their affiliates will receive the Merger Consideration of $11.25 per share for their remaining 5,134,995 shares of Common Stock resulting in an average value in cash and stock of approximately $10.90 per share of Common Stock being received by the Management Shareholders for their shares of Common Stock in connection with the Merger. The ownership of common stock of Parent presents the Management Shareholders with inherent conflicts of interest in connection with the Merger. In considering the recommendation of the Board of Directors with respect to the Merger, shareholders should be aware of such interests. The Special Committee and the Board of Directors were aware of such interests and considered them along with other factors described under "SPECIAL FACTORS -- Reasons for the Merger; Fairness of the Merger."
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INTERESTS OF CERTAIN PERSONS IN THE MERGER. INDEMNIFICATION;
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INTERESTS OF CERTAIN PERSONS IN THE MERGER. CONFLICTS OF INTEREST Special Committee. Four of the eight members of the Board are officers of Harcxxxx. Xxrcxxxx xxxieves that all four of such directors would have a conflict of interest with respect to the Merger and the Merger Agreement. Accordingly, on June 23, 1997, the Board appointed the Special Committee. See "SPECIAL FACTORS -- Background of the Merger." The members of the Special Committee are Leonxxx X. Xxxxx, X. Cxxxx Xxxx xxx Michxxx X. Xxxxx. Xxe Company will pay the Chairperson of the Special Committee, Mr. Xxxxx, $0,500, and each member of the Special Committee $1,000, for each day on which the Chairperson or such member devotes more than one hour of time to the business of the Special Committee, for service on the Special Committee. Pursuant to the terms of the Harcourt Agreement, the members of the Special Committee are entitled to indemnification by the Company and advancement of expenses to the maximum extent permitted by applicable Delaware law and, absent a final non-appealable judicial determination that indemnification is not proper, such members shall be conclusively deemed to have met the applicable standard for such indemnification. In the event such indemnification by the Company is held not to be appropriate, Harcxxxx xxx agreed under the Harcourt Agreement to indemnify each such member in certain circumstances. In addition, members of the Special Committee will be entitled to certain indemnity rights under the Merger Agreement and the Company's by-laws. See "THE MERGER --
Sample 1
INTERESTS OF CERTAIN PERSONS IN THE MERGER. General In considering the recommendations of Crestmark’s board of directors with respect to the merger, you should be aware that certain directors and executive officers of Crestmark and/or Crestmark Bank have agreements or arrangements that provide them with interests in the merger, including financial interests, that may be different from, or in addition to, the interests of the other shareholders of Crestmark. Crestmark’s board of directors was aware of these interests during its deliberations of the merits of the merger and in determining to recommend that Crestmark shareholders vote in favor of the Crestmark merger proposal (and thereby approve the transactions contemplated by the merger agreement, including the merger). These interests are described in more detail below, and certain of them are quantified in the narrative below. Stock Ownership As of April 19, 2018, Crestmark’s directors and executive officers beneficially owned, in the aggregate, 425,765 shares of Crestmark common stock (including all shares that such directors and executive officers can acquire within 60 days of April 19, 2018 through the exercise of any stock options or other rights), representing approximately 33.1% of the outstanding shares of Crestmark common stock. For more information, see “Security Ownership of Certain Crestmark Beneficial Owners and Management.”
Sample 1
INTERESTS OF CERTAIN PERSONS IN THE MERGER. In considering the recommendation of the NHL Board with respect to the Merger, stockholders should be aware that certain directors and executive officers of NHL have interests in the Merger which may be different from, or in addition to, the interests of NHL's stockholders generally. The NHL Board was aware of these interests and considered them, among other items, in approving the Merger Agreement and the transactions contemplated hereby. These interests include the following: certain directors and executive officers of NHL hold shares of NHL Common Stock, for which they will receive the same consideration in the Merger as other NHL stockholders, in the amounts set forth below under "Merger Consideration". Certain directors and executive officers of NHL have NHL Employee Stock Options, which may be cancelled in connection with the Merger in exchange for a payment in cash and shares of NHL Common Stock as described above under "Effect on NHL Employee Stock Options" and below under "Employee Stock Options". As described below under "Employment Contracts", certain executive officers of NHL have employment contracts with NHL pursuant to which such persons may terminate their employment for "good reason" (which is defined generally in the employment agreements to include an assignment of duties that is materially inconsistent with the status of such persons as executive officers, an adverse alteration in the nature of the responsibilities of such person, a reduction in salary or guaranteed bonus, or a material breach of such employment agreements by NHL--certain of which circumstances may occur as a result of the contemplated consolidation of certain NHL and RBL operations following the Merger), whereupon significant payments and other benefits may be required to be provided to such persons. In addition, as described below, Xxxxx
Sample 1
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Related to INTERESTS OF CERTAIN PERSONS IN THE MERGER

  • Material Interests of Certain Persons Except for deposit and loan relationships entered into in the ordinary course of business, no current or former officer or director of the Company, or any family member or Affiliate of any such Person, has any material interest, directly or indirectly, in any contract or property (real or personal), tangible or intangible, used in or pertaining to the business of the Company or any of its Subsidiaries.

  • No Assignment to Certain Persons No such assignment shall be made to (A) the Borrower or any of the Borrower’s Affiliates or Subsidiaries or (B) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (B).

  • Effect of Certain Transactions Subject to Section 9, in the event of (a) the liquidation or dissolution of the Company or (b) a merger or consolidation of the Company (a “Transaction”), the Option shall continue in effect in accordance with its terms, except that following the Transaction either (i) each outstanding Option shall be treated as provided for in the plan of liquidation or dissolution adopted, or the agreement entered into, in connection with the Transaction or (ii) if not so provided in such plan or agreement, the Optionee shall be entitled to receive in respect of each share of Common Stock subject to the Option, upon exercise of the Option, the same number and kind of stock, securities, cash, property or other consideration that each holder of a share of Common Stock was entitled to receive in the Transaction in respect of a share of Common Stock; provided, however, that such stock, securities, cash, property, or other consideration shall remain subject to all of the conditions, restrictions and performance criteria which were applicable to the Option prior to such Transaction.

  • Certain Permitted Transfers The restrictions in this Section 4 will not apply with respect to any Transfer of Carried Shares made (i) pursuant to applicable laws of descent and distribution or to such Person’s legal guardian in the case of any mental incapacity or among such Person’s Family Group, (ii) in connection with the Company’s initial Public Offering of the Common Shares upon the underwriters’ exercise of their option to purchase additional Common Shares to the extent set forth in the Company’s Registration Statement on Form S-1 (Registration No. 333-120444) filed with the Securities and Exchange Commission on November 12, 2004, as amended, or (iii) at such time as the Investors sell Common Shares to any unaffiliated third party, but in the case of this clause (iii) only an amount of shares (the “Transfer Amount”) equal to the lesser of (A) the number of Vested Shares owned by Executive and (B) the number of Common Shares owned by Executive multiplied by a fraction (the “Transfer Fraction”), the numerator of which is the number of Common Shares sold by the Investors in such sale and the denominator of which is the total number of Common Shares held by the Investors prior to the sale; provided that, if at the time of such sale of Common Shares by the Investors, Executive chooses not to Transfer the Transfer Amount, Executive shall retain the right to Transfer an amount of Common Shares at a future date equal to the lesser of (x) the number of Vested Shares owned by Executive at such future date and (y) the number of Common Shares owned by Executive at such future date multiplied by the Transfer Fraction; provided further that the restrictions contained in this Section 4 will continue to be applicable to the Carried Shares after any Transfer of the type referred to in clause (i) above and the transferees of such Carried Shares must agree in writing to be bound by the provisions of this Agreement. Any transferee of Carried Shares pursuant to a Transfer in accordance with the provisions of this Section 4(b)(i) is herein referred to as a “Permitted Transferee.” Upon the Transfer of Carried Shares pursuant to this Section 4(b), the transferring holder of Carried Shares will deliver a written notice (a “Transfer Notice”) to the Company. In the case of a Transfer pursuant to clause (i) hereof, the Transfer Notice will disclose in reasonable detail the identity of the Permitted Transferee(s).

  • Obligations with Respect to Transfers and Exchanges of Warrants (i) To permit registrations of transfers and exchanges, the Company shall execute and the Warrant Agent shall countersign, by either manual or facsimile signature, Global Warrants and Definitive Warrants as required pursuant to the provisions of Section 2.02 and this Section 2.04.

  • All Other Transfers and Exchanges of Beneficial Interests in Global Notes In connection with all transfers and exchanges of beneficial interests that are not subject to Section 2.06(b)(1) above, the transferor of such beneficial interest must deliver to the Registrar either:

  • Limitation on Transactions If Debentures are issued to the Trust or a trustee of the Trust in connection with the issuance of Trust Securities by the Trust and (i) there shall have occurred any event that would constitute an Event of Default; (ii) the Company shall be in default with respect to its payment of any obligations under the Preferred Securities Guarantee relating to the Trust; or (iii) the Company shall have given notice of its election to defer payments of interest on such Debentures by extending the interest payment period as provided in this Indenture and such period, or any extension thereof, shall be continuing, then (a) the Company may not, and may not permit any Subsidiary to, declare or pay any dividend on, make any distributions with respect to, or redeem, purchase, acquire or make a liquidation payment with respect to, any of its capital stock (other than (1) the reclassification of any class of the Company's capital stock into another class of capital stock, (2) dividends or distributions payable in any class of the Company's common stock, (3) any declaration of a dividend in connection with the implementation of a shareholder rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (4) payments under the Preferred Securities Guarantee and (5) purchases of the Company's common stock related to the rights under any of the Company's benefit plans for its or its subsidiaries' directors, officers or employees); (b) the Company shall not make any payment of interest, principal or premium, if any, or repay, repurchase or redeem any debt securities issued by the Company which rank pari passu with or junior to the Debentures; provided, however, that the Company may make payments pursuant to its obligations under the Preferred Securities Guarantee; and (c) the Company shall not redeem, purchase or acquire less than all of the outstanding Debentures or any of the Preferred Securities.

  • Obligations with Respect to Transfers and Exchanges of Notes (i) To permit registrations of transfers and exchanges, the Issuer shall execute and the Trustee shall authenticate, Definitive Notes and Global Notes at the Registrar’s request.

  • All Other Transfers and Exchanges of Beneficial Interests in Global Securities In connection with all transfers and exchanges of beneficial interests in any Global Security that is not subject to Section 2.2(b)(i), the transferor of such beneficial interest must deliver to the Registrar (1) a written order from an Agent Member given to the Depository in accordance with the applicable rules and procedures of the Depository directing the Depository to credit or cause to be credited a beneficial interest in another Global Security in an amount equal to the beneficial interest to be transferred or exchanged and (2) instructions given in accordance with the applicable rules and procedures of the Depository containing information regarding the Agent Member account to be credited with such increase. Upon satisfaction of all of the requirements for transfer or exchange of beneficial interests in Global Securities contained in this Indenture and the Securities or otherwise applicable under the Securities Act, the Trustee shall adjust the principal amount of the relevant Global Security pursuant to Section 2.2(g).

  • Prohibition on Transfers, Other Actions Stockholder hereby represents, warrants, covenants and agrees not to, during the Restricted Period, directly or indirectly, in one or a series of related transactions: (i) Transfer or offer, agree, commit or consent to Transfer any of the Covered Shares or any right, title or interest (including voting, economic or otherwise) therein, unless such Transfer is a Permitted Transfer; (ii) enter into any Contract, arrangement or understanding with any Person, or take any other action or omit to take any action, that violates or conflicts with (or could reasonably be expected to conflict with or violate) Stockholder’s covenants and obligations under this Agreement; or (iii) take any action or omit to take any action that would restrict (or could reasonably be expected to restrict) Stockholder’s legal power, authority and right to comply with and perform its covenants and obligations under this Agreement or make any of its representations or warranties contained in this Agreement untrue or incorrect, nor has Stockholder done any of the foregoing. Stockholder agrees that it shall not seek to indirectly accomplish anything which it is not permitted to accomplish directly under this Agreement. Any action, omission or attempted circumvention in violation of this Section 4.1 will be void ab initio and be deemed a breach of this Agreement. If any involuntary Transfer of any of the Covered Shares shall occur, the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Covered Shares subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue in full force and effect until valid termination of this Agreement.

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