Overview of Transaction. 1.1 The main business model to be achieved under this Agreement is for the Parties to combine their respective resources to install head-ins and upgrade existing dark Backbone Fiber and Metro Ring Fiber into lit fiber for use by ChinaTel and for payment of transport fees at market rates by other third party telecommunication providers, all for the mutual financial benefit of the Parties.
Overview of Transaction. 1.1 The main business model to be achieved under this Amended Agreement is the integration, manufacture, sales, marketing and distribution of Fuel Cell Systems and the development of relevant technology.
Overview of Transaction. (a) At the Effective Time (as such item is defined in Section 1.04 hereof), Superior Corn will merge with US BioEnergy to become a wholly-owned subsidiary of US BioEnergy. The merger will be in the form of a “reverse triangular merger,” involving the merger of a newly-formed, 100%-owned subsidiary of US BioEnergy with and into Superior Corn, with Superior Corn as the surviving entity. Effective as of the Effective Time, Superior Corn will continue to be governed by its current Articles of Organization, a copy of which are attached hereto as EXHIBIT A (no changes are to be made to the Articles of Organization of Superior Corn and which are referred to herein as the “Superior Corn Articles”) and Operating Agreement in the form attached hereto as EXHIBIT B (which will constitute the First Amended and Restated Operating Agreement of Superior Corn and which is referred to herein as the “Superior Corn Operating Agreement”), and will otherwise continue to operate and exist as a limited liability company organized under the laws of the State of Michigan.
Overview of Transaction. The Parties intend to create a viable, independent entity, capable of successfully competing globally in the Merial Venture Business industries. To that end, and upon the terms and conditions set forth herein and in the Ancillary Agreements:
Overview of Transaction. APF has agreed to purchase the shares of Canscot, a public corporation trading on the TSX Venture Exchange, for $2.60 per share in cash, or APF Trust Units, and the assumption of approximately $4.6 million of debt. With 13.42 million shares and 1.3 million options outstanding, the transaction has a total value of $39.5 million. CIBC World Markets is acting as financial advisor to Canscot in connection with this transaction. Xxxxxx Xxxxxx, CEO of APF stated, "This acquisition continues our strategy of acquiring assets that provide APF with the opportunity to replace reserves and production with low risk, low cost development. The Canscot conventional and CBM properties add to our growing base of developable properties." Xxx Xxxxx, President & CEO of Canscot states "This is an exceptional opportunity for our shareholders. The financial strength of APF Energy, combined with their commitment to aggressively develop our large coal bed methane reserves in both Canada and the United States should contribute significantly to their exceptional growth. I am excited that our shareholders have the option to accept either cash or Trust Units, thereby continuing to participate in the development of these assets. The potential for CBM development in Canada may be significant. CBM production in the United States is a very significant energy source, accounting for close to 10% of their natural gas production. I believe that Canada is at the very early stages of its CBM development." EXPERIENCED CBM DEVELOPMENT TEAM In order to ensure continuity in the development of Canscot's CBM and conventional assets, Xxx Xxxxx has accepted the position of Vice President, CBM Division at APF Energy. Xx. Xxxxx and several other members of the management team from Canscot will be responsible for the development of CBM in Canada and the United States for APF Energy. CBM POTENTIAL Canscot currently has two active and five prospective CBM areas in west central Alberta, targeting the Cretaceous Upper Mannville coals. At Xxxxxxx Creek in central Alberta, Canscot has a 41.6 % working interest in an initial pilot project where 4 producing CBM xxxxx are undergoing de-pressuring. An additional well has recently been drilled and five other locations should be completed in the fall of 2003. A total of 68 locations have been identified for development in this project. Canscot estimates recoverable reserves of approximately 4 BCF per section. Total net recoverable reserves to Canscot are estimated to ...
Overview of Transaction. At the Effective Time (as such term is defined in section 1.04 hereof), CHSC and Farmland will combine into a single entity named "United Country Brands, Inc." (the "Surviving Entity"). The combination will be in the form of either (a) Structure A, which will be a merger of Farmland with and into CHSC, with CHSC as the Surviving Entity, such merger to become effective at the Effective Time ("Structure A"), or (b) a merger, prior to the Effective Time, of CHSC into UCB Acquisition Co., an Ohio cooperative corporation and wholly-owned subsidiary of CHSC ("Acquisition Co."), with Acquisition Co. as the survivor in such merger (the "CHSC/Acquisition Co. Merger"), and immediately thereafter, the merger of Farmland into Acquisition Co., with Acquisition Co. as the Surviving Entity ("Structure B"). The parties anticipate and agree that Structure A constitutes the structure that is preferred by the parties and the default structure to accomplish the combination, and agree that Structure A shall be used (and that the parties will use their best efforts to resolve any issues relating to the use of Structure A) unless, prior to the Closing (as defined herein), either party obtains an opinion of counsel to the effect that use of such Structure A would have a Material Adverse Effect (as defined herein) on the Surviving Entity. If Structure A is used to accomplish the combination, then (i) the parties shall execute, deliver and file the Agreement and Plan of Merger attached hereto as Exhibit A-1 to effectuate the merger therein contemplated; and (ii) effective as of the Effective Time, the Surviving Entity will be governed by Articles of Incorporation in the form attached hereto as Schedule I to such Plan of Merger and Bylaws in the form attached hereto as Exhibit A-2, and will otherwise continue to operate and exist as a cooperative association organized under the laws of the State of Minnesota. If Structure B is used to accomplish the combination, then (i) CHSC shall take appropriate action to effectuate the CHSC/Acquisition Co. Merger, and in connection therewith, shall execute, deliver and file the appropriate Agreement and Plan of Merger attached hereto as Exhibit B-1 and shall redeem all of its outstanding Equity Participation Units in the Defined Business Units; (ii) thereafter the parties shall execute, deliver and file the appropriate Agreement and Plan of Merger attached hereto as Exhibit B-1 as required by law to effectuate the merger of Farmland into Acquisi...
Overview of Transaction. (a) At the Effective Time (as such term is defined in Section 1.04 hereof), Gold Energy will merge with US BioEnergy to become a wholly-owned subsidiary of US BioEnergy. The merger will be in the form of a “reverse triangular merger,” involving the merger of a newly-formed, 100%-owned subsidiary of US BioEnergy with and into Gold Energy, with Gold Energy as the surviving entity. Effective as of the Effective Time, Gold Energy will be governed by Articles of Organization in the form attached hereto as EXHIBIT A (which will constitute the Amended and Restated Articles of Organization of Gold Energy and which are referred to herein as the “Gold Energy Articles”) and Operating Agreement in the form attached hereto as EXHIBIT B (which will constitute the First Amended and Restated Operating Agreement of Gold Energy and which is referred to herein as the “Gold Energy Operating Agreement”), and will otherwise continue to operate and exist as a limited liability company organized under the laws of the State of North Dakota.
Overview of Transaction. (a) At the Effective Time (as such item is defined in Section 1.04 hereof), ICMM will merge with US BioEnergy, with US BioEnergy as the surviving entity, pursuant to the provisions of this Agreement and pursuant to the provisions of Kansas General Corporation Code contained in K.S.A. 17-6001 et seq (the “Merger”). This Agreement contemplates a tax-free merger that will be treated as a reorganization described in Section 368(a)(1)(A) of the Internal Revenue Code of 1986, as amended (the “Code”). Upon the Merger, the separate existence of ICMM will cease and US BioEnergy shall continue as the surviving corporation under the name “US BioEnergy Corporation” and will continue to be governed by its current Articles of Incorporation, a copy of which are attached hereto as EXHIBIT A (the “US BioEnergy Articles”) and Bylaws in the form attached hereto as EXHIBIT B (the “US BioEnergy Bylaws”), and will otherwise continue to operate and exist as a corporation organized under the laws of the State of South Dakota.
Overview of Transaction. (a) At the Effective Time (as such term is defined in Section 1.04 hereof), PVFE will merge with US BioEnergy to become a wholly-owned subsidiary of US BioEnergy. The merger will be in the form of a “reverse triangular merger,” involving the merger of a newly-formed, 100%-owned subsidiary of US BioEnergy with and into PVFE, with PVFE as the surviving entity. Effective as of the Effective Time, PVFE will be governed by Articles of Organization in the form attached hereto as EXHIBIT A (which will constitute the Second Amended and Restated Articles of Organization of PVFE and which are referred to herein as the “PVFE Articles”) and Operating Agreement in the form attached hereto as EXHIBIT B (which will constitute the First Amended and Restated Operating Agreement of PVFE and which is referred to herein as the “PVFE Operating Agreement”), and will otherwise continue to operate and exist as a limited liability company organized under the laws of the State of Nebraska.
Overview of Transaction
