RESULTS OF THE MERGER Sample Clauses

RESULTS OF THE MERGER. 8.1. The Amount of the Capital Increase By the Acquiring Company, Swap Ratio, Merger Ratio, the Type and Nominal Amount of the Shares to be Delivered to the Shareholders of Acquired Companies According to the Valuation Expert's Report, the new shareholding structure of the Acquiring Company ŞİŞECAM will be as per the principles stated below following the merger, with the condition that none of the shareholders of acquired companies dissent to the merger in the general assembly meetings of All Parties, and go through the procedure of exit rights, as per Article 15 of this Merger Agreement. If exit rights are exercised, the new partnership structure of Acquiring Company ŞİŞECAM will differ following the Merger; the post-Merger capital amount will be calculated based on the capital amount corresponding to the exit rights exercised, the capital increase will be realized accordingly, and an application will be filed to the CMB to obtain an issue certificate. SHAREHOLDER AMOUNT OF CAPITAL (TRY) SHARE IN CAPITAL (%) Türkiye İş Bankası AŞ 1,554 50.70285 Listed Shares 1,325 43.23611 Efes Holding A.Ş. 185 6.04047 Islamic Development Bank 1 0.02056 TOTAL 3,064 100.00 As per the provisions of the CMB Communiqué on Merger and Demerger (II-23.2), Article 7, "Valuation Expert's Opinion", Valuation Expert's Opinion has been prepared in consideration of 4 valuation methods, depending on the characteristics of Parties. These 4 methods used in valuation studies are; Income Approach ("IA"), Market Approach ("MA"), Asset-Based Approach ("ABA") and Market Capitalization Approach ("MCA"). - Income Approach ("IA"): In this method, the value of the Acquired Companies is calculated by discounting the cash flows that are expected to be generated in the projection period, to their net present value. In the framework of the income approach, business plans provided by the managing bodies of the Acquired Companies, and cash flow forecasts for the periods coming after these business plans have been considered. Within the Framework of the DCF (Discounted Cash Flow) analysis, a DCF model was prepared, which forecasted the revenues/expenses of the Acquired Companies, taxes that will be paid by them, their investments and working capital requirements. Information provided by the managing bodies of the Acquired Companies was taken as the basis of DCF calculations. Present values of the cash flows that are forecasted to be generated by the Acquired Companies are calculated by discounting these...
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Related to RESULTS OF THE MERGER

  • Termination and Results of Termination 24.1. Without prejudice to the Company’s rights under this Agreement to terminate it immediately without prior notice to the Client, each Party may terminate this Agreement by giving at least three (3) Business Days Written Notice to the other Party.

  • BID TABULATION AND RESULTS Bid tabulations shall be available thirty (30) days after opening on the Orange County website at: xxxx://xxxx.xxxx.xxx/orangebids/bidresults/results.asp or upon notice of intended action, whichever is sooner.

  • Expected Results VA’s agreement with DoD to provide educational assistance is a statutory requirement of Chapter 1606, Title 10, U.S.C., Chapter 1607, Title 10, U.S.C., Chapter 30, Title 38, U.S.C. and Chapter 33, Title 38, U.S.C (Post-9/11 GI Xxxx). These laws require VA to make payments to eligible veterans, service members, guard, reservist, and family members under the transfer of entitlement provisions. The responsibility of determining basic eligibility for Chapter 1606 is placed on the DoD. The responsibility of determining basic eligibility for Chapter 30 and Chapter 33 is placed on VA, while the responsibility of providing initial eligibility data for Chapter 30 and Chapter 33 is placed on DoD. Thus, the two agencies must exchange data to ensure that VA makes payments only to those who are eligible for a program. Without an exchange of enrollment and eligibility data, VA would not be able to establish or verify applicant and recipient eligibility for the programs. Subject to the due process requirements, set forth in Article VII.B.1., 38 U.S.C. §3684A, VA may suspend, terminate, or make a final denial of any financial assistance on the basis of data produced by a computer matching program with DoD. To minimize administrative costs of implementation of the law and to maximize the service to the veteran or service member, a system of data exchanges and subsequent computer matching programs was developed. The purposes of the computer matching programs are to minimize the costs of administering the Xxxxxxxxxx GI Xxxx — Active Duty, the Xxxxxxxxxx GI Xxxx — Selected Reserve, Reserve Educational Assistance Program, and the Post-9/11 GI Xxxx program; facilitate accurate payment to eligible veterans or service members training under the Chapter of the Xxxxxxxxxx GI Xxxx — Active Duty, the Xxxxxxxxxx GI Xxxx — Selected Reserve, Reserve Educational Assistance Program, and the Post-9/11 GI Xxxx program; and to avoid payment to those who lose eligibility. The current automated systems, both at VA and DoD, have been developed over the last twenty-two years. The systems were specifically designed to utilize computer matching in transferring enrollment and eligibility data to facilitate accurate payments and avoid incorrect payments. The source agency, DMDC, stores eligibility data on its computer based system of record. The cost of providing this data to VA electronically are minimal when compared to the cost DMDC would incur if the data were forwarded to VA in a hard-copy manner. By comparing records electronically, VA avoids the personnel costs of inputting data manually as well as the storage costs of the DMDC documents. This results in a VA estimated annual savings of $26,724,091 to VA in mailing and data entry costs. DoD reported an estimated annual savings of $12,350,000. A cost-benefit analysis is at Attachment 1. In the 32 years since the inception of the Chapter 30 program, the cost savings of using computer matching to administer the benefit payments for these educational assistance programs have remained significant. The implementation of Chapter 33 has impacted the Chapter 30 program over the past 8 years (fiscal year 2010 through fiscal year 2017). Statistics show a decrease of 23 percent in the number of persons who ultimately use Chapter 30 from fiscal year 2015 to 2016. The number of persons who use Chapter 33 has consistently been above 700,000 in the past four years. VA foresees continued cost savings due to the number of persons eligible for the education programs.‌

  • Financial Condition There shall have been no material adverse change, as determined by Bank, in the financial condition or business of Borrower, nor any material decline, as determined by Bank, in the market value of any collateral required hereunder or a substantial or material portion of the assets of Borrower.

  • Financial Consequences The Department reserves the right to impose financial consequences when the Contractor fails to comply with the requirements of the Contract. The following financial consequences will apply for the Contractor’s non-performance under the Contract. The Customer and the Contractor may agree to add additional Financial Consequences on an as-needed basis beyond those stated herein to apply to that Customer’s resultant contract or purchase order. The State of Florida reserves the right to withhold payment or implement other appropriate remedies, such as Contract termination or nonrenewal, when the Contractor has failed to comply with the provisions of the Contract. The Contractor and the Department agree that financial consequences for non-performance are an estimate of damages which are difficult to ascertain and are not penalties. The financial consequences below will be paid and received by the Department of Management Services within 30 calendar days from the due date specified by the Department. These financial consequences below are individually assessed for failures over each target period beginning with the first full month or quarter of the Contract performance and every month or quarter, respectively, thereafter. Deliverable Performance Metric Performance Due Date Financial Consequence for Non-Performance Contractor will timely submit completed Quarterly Sales Reports All Quarterly Sales Reports will be submitted timely with the required information Reports are due on or before the 30th calendar day after the close of each State fiscal quarter $250 per Calendar Day late/not received by the Contract Manager Contractor will timely submit completed MFMP Transaction Fee Reports All MFMP Transaction Fee Reports will be submitted timely with the required information Reports are due on or before the 15th calendar day after the close of each month $100 per Calendar Day late/not received by the Contract Manager Failure to timely provide Quarterly Sales Reports, transaction fee reports, or other reports as required will result in the imposition of financial consequences and repeated failures or non- payment of financial consequences owed under this Contract may result in the Contractor being found in default and the termination of the Contract. No favorable action will be considered when Contractor has outstanding Contract Quarterly Sales Reports, MFMP Transaction Fee Reports, or any other documentation owed to the Department or Customer, to include fees / monies, that is required under this Contract.

  • Financials The financial statements, projections and pro forma balance sheet described in Section 5.4.

  • Justification and Anticipated Results The Privacy Act requires that each matching agreement specify the justification for the program and the anticipated results, including a specific estimate of any savings. 5 U.S.C. § 552a(o)(1)(B).

  • Financial Statements Deliver to the Administrative Agent and each Lender, in form and detail satisfactory to the Administrative Agent and the Required Lenders:

  • Financial Conditions Section 4.01. (a) The Recipient shall maintain or cause to be maintained a financial management system, including records and accounts, and prepare financial statements in a format acceptable to the Bank, adequate to reflect the operations, resources and expenditures in respect of the Project and each Sub-project (including its cost and the benefits to be derived from it).

  • Change of Operations To: Members of Local Union 107 Dear Brothers and Sisters: As you know, we have a tentative agreement for the UPS Cartage Services, Inc. Supplemental Agreement. Article 2 of the re-negoti- ated CSI Supplement outlines the National Master UPS Agreement (NMA) Articles that may be applied to your Addendum. You will note that several NMA articles are not applicable. These are sub- jects that are either addressed in the CSI Supplement or are not operationally applicable to CSI. Where there are two provisions covering the same subject, one in the Local Addendum and one in the National Master UPS Agree- ment, the following provisions of the National Master UPS Agree- ment shall apply:

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