The Proposed Transaction. Upon the terms and conditions of this Agreement, the parties intend to effect a strategic business combination pursuant to which the Company will merge with and into Parent (the “Merger”). Parent will be the surviving corporation in the Merger (the “Surviving Corporation”). It is the intention of Parent that, immediately following the Merger, each of the following will occur in immediate succession: (a) Summit Delaware Financial Corporation, a wholly-owned Subsidiary of the Company (“Company HoldCo Sub”), will merge with and into The New Galveston Company, Inc., a Delaware company and wholly owned Subsidiary of Parent (“Parent HoldCo Sub”) with Parent HoldCo Sub being the surviving corporation (the “Delaware Merger”), and (b) Summit Bank, National Association, a wholly-owned Subsidiary of Company HoldCo Sub (“Company Bank Sub”) will merge (the “Bank Merger”) with and into The Frost National Bank, a wholly-owned Subsidiary of Parent HoldCo Sub (“Parent Bank Sub”) with Parent Bank Sub being the surviving bank (the “Bank Merger”). The Delaware Merger and Bank Merger sometimes are collectively referred to herein as the “Other Mergers”.
The Proposed Transaction a. Subject to the terms and conditions of this Agreement, at the Closing, the Sellers will sell and transfer the Sellers' Goodwill to Buyer, and Buyer will purchase the Sellers' Goodwill from the Sellers. In reliance on this Agreement, in
The Proposed Transaction. The parties intend to effect a strategic business combination through the merger of Amegy with and into Merger Sub (the “Merger”), with Merger Sub the surviving corporation (the “Surviving Corporation”).
The Proposed Transaction. The parties intend to effect a business combination through the merger of Seller with and into Purchaser (the “Parent Merger”).
The Proposed Transaction. The parties intend for Cephalon to acquire CIMA upon the terms and subject to the conditions of this Agreement. Specifically, upon the terms and subject to the conditions of this Agreement, MergerCo will be merged with and into CIMA (the "Merger"), with CIMA as the surviving corporation. As a result of the Merger, each share of CIMA Common Stock will be converted into the right to receive $34.00 in cash.
The Proposed Transaction. The parties to this Agreement intend to effect a strategic business combination through the merger of Vision Bancshares with and into Park.
The Proposed Transaction. 2.1 Nature of the Investor and GYBL Global Emerging Markets (“GEM”) is a $3.4 billion, alternative investment group with operations in Paris, New York, and Bahamas. XXX manages a diverse set of investment vehicles focused on emerging markets and has completed over 500 transactions in 70 countries. Each investment vehicle has a different degree of operational control, risk-adjusted return, and liquidity profile. The family of funds and investment vehicles provide GEM and its partners with exposure to: Small- Mid Cap Management Buyouts, Private Investments in Public Equities and select venture investments. The Investor and GYBL are two of the investment vehicles within the GEM family of funds. For more information: xxxx://xxx.xxxxx.xxx.
The Proposed Transaction. The parties intend to effect a strategic business combination through the merger of a wholly-owned subsidiary of BBVA to be organized under the laws of Texas (“Merger Sub”), with and into TRBI (the “Merger”), with TRBI the surviving corporation (the “Surviving Corporation”).
The Proposed Transaction. The parties hereto intend to effect a strategic business combination through a reverse triangular merger of Merger Sub with and into Company (the “Merger”), with Company being the Surviving Corporation and, thereafter, a wholly-owned subsidiary of Parent.
The Proposed Transaction. The Proposed Transaction will be a merger ------------------------ between a subsidiary of Carnival and Fairfield based upon a fixed exchange ratio of 0.3164 share of Carnival common stock for each share of Fairfield common stock outstanding (on a total outstanding amount of 44,601,728 shares on the date hereof), the principal terms of which are set forth on Exhibit A hereto.
