Pending Merger. Sontra Medical, Inc. is involved in negotiations concerning the planned merger of Sontra Medical, Inc. with CC Merger Corp. You stand to benefit greatly from this planned merger. In light of the benefit that this merger will represent to you personally, you have expressed a desire to reduce your salary as part of the Company's efforts to finalize the Agreement and Plan of Reorganization by and among the Company, CC Merger Corp. and ChoiceTel Communications, Inc. (the "Merger Agreement"). Accordingly, based on your request, your Employment Agreement shall be modified as set forth below.
Pending Merger. On July 19, 1999, the Company entered into an agreement and plan of merger with HCB Bancorp (HCB), a bank holding company located in Palmyra, Indiana. HCB is the parent company of Xxxxxxxx County Bank, a state-chartered commercial bank. Terms of the agreement provide for an exchange of 15.5 shares of the Company's common stock for each share of HCB common stock. The merger is subject to regulatory and stockholder approvals. At June 30, 1999, HCB had total assets of $88.1 million and stockholders' equity of $12.1 million. HCB had net income of $491,000 for the six months ended June 30, 1999. HCB reported net income of $1,085,000 and $1,132,000 for the years ended December 31, 1998 and 1997, respectively. The following summarized operating data gives effect to the merger had it occurred on July 1, 1997: (In thousands, except per share data) 1999 1998 ------- ------- Net interest income $7,052 $6,399 ====== ====== Net income $2,018 $2,096 ====== ====== Net income per common share, basic $ .80 $ .83 ====== ====== Net income per common share, diluted $ .79 $ .82 ====== ======
Pending Merger. The Company and Evolent Health expect that the respective transactions contemplated by the Merger Agreement will be consummated in all material respects on the terms and by the date as contemplated by the Merger Agreement and the description thereof set forth in the Registration Statement, Pricing Disclosure Package and the Prospectus.
Pending Merger. On January 30, 2017, Walgreens Boots Alliance, Inc. (NASDAQ: WBA) (“WBA”) and Rite Aid Corporation (“Rite Aid” or the “Company”) announced that they had entered into an amendment and extension of their previously announced definitive Agreement and Plan of Merger, dated as of October 27, 2015 (as amended by Amendment No. 1 thereto (the “Amendment”) on January 29, 2017, the “Merger Agreement”), with Xxxxxxxx Xxxxxx Sub, Inc., a Delaware corporation and wholly owned direct subsidiary of WBA (“Merger Sub”). Pursuant to the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving the Merger as a 100 percent owned direct subsidiary of WBA. Completion of the Merger is subject to various closing conditions, including but not limited to (i) approval of the Merger Agreement by the holders of the Company’s common stock, (ii) the expiration or earlier termination of the waiting period under the Xxxx Xxxxx Xxxxxx Antitrust Improvements Act of 1976, as amended, (iii) the absence of any law or order prohibiting the Merger, and (iv) the absence of a material adverse effect on the Company, as defined in the Merger Agreement. Under the terms of the Merger Agreement, at the effective time of the Merger, each share of the Company’s common stock, par value $1.00 per share, issued and outstanding immediately prior to the effective time (other than shares owned by (i) WBA, Merger Sub or the Company (which will be cancelled), (ii) stockholders who have properly exercised and perfected appraisal rights under Delaware law, or (iii) any direct or indirect 100 percent owned subsidiary of the Company or WBA (which will be converted into shares of common stock of the surviving corporation)) will be converted into the right to receive a maximum of $7.00 in cash per share and a minimum of $6.50 in cash per share, without interest. The exact per share merger consideration will be determined based on the number of retail stores that WBA agrees to divest in connection with the parties’ efforts to obtain the required regulatory approvals for the Merger, with the price set at $7.00 per share if 1,000 stores or fewer retail stores are required to be divested and at $6.50 per share if 1,200 retail stores are required to be divested (or more, if WBA agrees to sell more). If the required divestitures fall between 1,000 and 1,200 stores, then there will be a pro rata adjustment of the price per...
Pending Merger. Lender acknowledges the pending merger between NEC and Sylvan Learning Systems, where Sylvan Learning Systems will become the surviving entity, and that such merger, when consummated, will not create an Event of Default or have any effect on this Agreement.
Pending Merger. The Company has no reason to believe as of the date hereof that the respective transactions contemplated by the Merger Agreement will not be consummated in all material respects on substantially the same terms as contemplated by the Merger Agreement, and the Merger Agreement conforms in all material respects to the description thereof set forth or incorporated by reference in the Registration Statement, Pricing Disclosure Package and the Prospectus.
