Proposed Transaction. Bluerock determines to admit a new member to the Company who agrees to make Capital Contributions (which Bluerock would otherwise be permitted to make hereunder) subject to receipt of a senior preferred 12% IRR and 10% of all Distributable Funds thereafter. Application of Section 9.1(e): The Proposed Transaction is permitted without ArchCo’s consent. Section 6.3 would be modified to provide for distributions to be made as follows:
Proposed Transaction. The Transaction consists of the merger of Bratel Brasil into Oi, with the transfer of the entire equity of Bratel Brasil, substantially consisting of its investment in Oi, to Oi itself, which shall succeed said company in all respects, in all its assets, rights and obligations, such that Bratel Brasil shall be extinguished, under the terms of Article 227 of the Corporations Law (“Merger of Bratel Brasil”).
Proposed Transaction. The Transaction consists of the merger of the shares of Oi into TelPart, with the transfer of the entire equity of Oi (except for those already held by TelPart) to TelPart, with the objective of making Oi a wholly owned subsidiary of TelPart, under the terms of Article 252 of the Corporations Law (“Merger of Bratel Brasil”).
Proposed Transaction. Based solely upon our review of the Documents, we understand that the proposed transaction will occur as follows: UCBI is a banking holding company under the laws of the United States. Incorporated under the laws of the State of Georgia, UCBI is the parent company of one or more subsidiaries including United Community Bank, a South Carolina state-chartered bank and wholly-owned subsidiary of UCBI (“UCBI Bank”). UCBI specializes in personalized community banking services for individuals, small businesses and companies throughout its geographic footprint, including in Florida under the brand Seaside Bank and Trust. Services include a full range of consumer and commercial banking products, including mortgage, advisory, treasury management and wealth management. Progress is an Alabama corporation based in Huntsville, Alabama and is the parent company of one or more subsidiaries including Progress Bank and Trust, an Alabama state-charted bank and wholly-owned subsidiary of the Company (“Company Bank”) providing banking and other financial institution services to its customers. The purpose of the Merger is to enable UCBI to acquire the assets and business of Progress through the merger of Progress with and into UCBI. Immediately upon the Effective Time, Progress’s corporate existence will cease, UCBI will be the surviving corporation and as a result, UCBI will succeed to all of the assets and liabilities of Progress. After the Merger, the operations and business of Progress will be continued by UCBI. Immediately after the Merger, Company Bank will be merged with and into UCBI Bank, with UCBI Bank being the surviving subsidiary bank of UCBI. UCBI and Progress have represented in the Certificates that each has a significant business purpose for the Merger. By virtue of the Merger, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time, except for shares of Company Common Stock owned by the Company as treasury stock or owned by the Company or Parent (in each case other than in a fiduciary or agency capacity or as a result of debts previously contracted) and except for Dissenting Shares, shall be converted into the right to receive 0.770 validly issued, fully paid, and nonassessable shares of Parent Common Stock. Progress Financial Corporation All of the shares of Company Common Stock converted into the right to receive Parent Common Stock pursuant to Article 1 shall no longer be outstanding and shall automatically be cance...
Proposed Transaction. Same as example 1 but the transaction is to be structured as a contribution of the Property to a new limited liability company (“NewCo”) in which the Company and the new member are members. Application of Section 9.1(e): The Proposed Transaction is permitted without ArchCo’s consent provided that (i) after giving effect to the distribution provision under the operating agreement of NewCo and the terms of Section 6.3 of this Agreement, Distributable Funds are distributable as provided in Example 1 above and (ii) after giving effect to any amendment hereof proposed by Bluerock to be entered into in connection with such contribution, the operating agreement of NewCo has provisions which are reasonably adequate for ArchCo to directly or indirectly have substantially the same rights and remedies as are provided for herein ) including, if Commencement of Construction has not occurred, the right to acquire the Property substantially on the terms provided in Section 16 if an Abandonment Event occurs; provided, however, Bluerock and not the new member, shall be obligated under the Put Option.
Proposed Transaction. Based solely upon our review of the Reviewed Documents, we understand that the proposed transaction will occur as follows: ANB is a Delaware corporation based in Birmingham, Alabama, and currently is a holding company for several corporations engaged in the business of providing banking and other financial institution services to its customers. BANK is a Florida banking corporation based in Ormond Beach, Florida, that is also engaged in the business of providing banking and other financial institution services to its customers. The purpose of the Merger is to enable ANB to acquire the stock of BANK through the merger of a newly formed, wholly owned subsidiary of ANB, CQA Interim Bank (“ANB-SUB”) into BANK. After the Merger, BANK’s operations and business will be continued by ANB. BANK and ANB have represented in the S-4 filing related to the Merger that each has a significant business purpose for the Merger. Immediately upon the Effective Time, the corporate existence of ANB-SUB will cease, and BANK will be the surviving corporation. By virtue of the Merger, each share of BANK Common Stock issued and outstanding prior to the Effective Time will be exchanged for consideration consisting of ANB Common Stock and possibly cash depending on the elections of the holders of BANK Common Stock and ANB. More specifically, each holder of issued and outstanding shares of BANK Common Stock shall, as of the Effective Time, have the right to receive, for each of such holder’s issued and outstanding shares of BANK Common Stock, the sum of: (i) 0.6326 shares of ANB Common Stock (as potentially increased pursuant to Section 3.1(b)(2) of the Agreement) plus (ii) Additional Optional Cash Consideration (if any). Holders of BANK Common Stock shall be provided with an opportunity to elect to receive cash consideration in lieu of receiving ANB Common Stock in the Merger. Holders who are to receive cash in lieu of exchanging their shares of BANK Common Stock for ANB Common Stock are to receive an amount in cash equal to the product of (i) the Average Quoted Price multiplied by (ii) the Exchange Ratio (the “Per Share Cash Consideration”) for each share of BANK Common Stock that is so converted. Notwithstanding the preceding sentence, the maximum amount of cash consideration (including both the aggregate Per Share Cash Consideration and all cash included as part of the Additional Optional Cash Consideration) that may be paid in connection with the Merger (the “Maximum Cash Amount”) ...
Proposed Transaction. Based solely upon our review of the Documents, we understand that the proposed transaction will occur as follows: PB is a Florida banking corporation based in Trinity, Florida and is engaged in the business of providing banking and other financial institution services to its customers. In addition, PB is the parent company of one or more subsidiaries (the “PB Subsidiaries”). NCC is a Delaware corporation based in Birmingham, Alabama and is the parent company of one or more subsidiaries (the “NCC Subsidiaries”) including NBC, a national banking association providing banking and other financial institution services to its customers. The purpose of the Merger is to enable NBC to acquire the assets and business of PB through the merger of PB with and into NBC. After the Merger, the operations and business of PB will be continued by NBC. The NCC Entities and PB have represented in the Proxy Statement-Prospectus and the Certificates that each has a significant business purpose for the Merger. Under the Agreement, PB will merge with and into NBC. Immediately upon the Effective Time, PB’s corporate existence will cease, and NBC will be the surviving association. As the surviving association, NBC will succeed to all of the assets and liabilities of PB. National Commerce Corporation Patriot Bank June 19, 2017 By virtue of the Merger, each share of PB Common Stock (excluding shares held by PB, NCC, a PB Subsidiary or an NCC Subsidiary other than in a fiduciary or agency capacity on behalf of a third party or as a result of debts previously contracted, and excluding shares held by shareholders who perfect their dissenters’ rights of appraisal as provided in Section 3.3 of the Agreement) issued and outstanding at the Effective Time, will be converted into the right to receive (a) NCC Common Stock and (b) cash. More specifically, each holder of issued and outstanding shares of PB Common Stock shall, as of the Effective Time (other than shares cancelled pursuant to Section 3.1(c) of the Agreement and shares held by holders that perfect their dissenters’ rights of appraisal as provided in Section 3.3 of the Agreement), receive for each of such holder's issued and outstanding shares of PB Common Stock, 0.1711 of a fully paid and nonassessable share of NCC Common Stock, plus (ii) $0.725 in cash, without interest, plus (iii) any cash, without interest, in lieu of fractional shares as specified in Section 3.4 of the Agreement. NCC will not issue fractional shares, and holders...
Proposed Transaction. On the basis of the representations and -------------------- warranties contained in this Amendment, and subject to the terms and conditions of this Amendment, the Administrative Agent and Required Lenders hereby agree to waive compliance with Sections 10.4 and 10.15 of the Credit Agreement solely to the extent necessary permit the Proposed Transaction; provided, that -------- concurrently with the consummation of the Proposed Transaction the Borrower shall deliver to the Administrative Agent (i) UCC financing statements duly executed by PlanVista Corporation with respect to all personal and mixed property Collateral of the Borrower, for filing in all jurisdictions as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the security interests created in such Collateral pursuant to the Security Documents, (ii) UCC-3 amendments duly executed by the Borrower with respect to all UCC financing statements previously filed in such jurisdictions as the Administrative Agent deemed necessary or desirable to perfect the security interests created in such Collateral pursuant to the Security Documents and (iii) such other documents or instruments as the Administrative Agent may reasonably require.
Proposed Transaction. Well Dynamic has entered into the Sales Management Agreement with HPAL for the appointment of HPAL as the sales manager in respect of the Xxxx Xxx Property. Well Dynamic currently intends to sell only the residential units of the Xxxx Xxx Property. Completion of the Xxxx Xxx Property is currently expected to take place by the first quarter of 2015.
Proposed Transaction. Well Dynamic has entered into the Project Management Agreement with HREAL for the appointment of HREAL as the project manager in respect of the Xxxx Xxx Property. Subject to the term as stated below under the sub-paragraph headed “Term of the Project Management Agreement”, the project management in respect of the Xxxx Xxx Property contemplated by the Project Management Agreement is expected to be completed upon completion of the Xxxx Xxx Property and the making good of defects by contractors.
