Transaction Benefits Sample Clauses

Transaction Benefits. Cardero believes that the Proposed Transaction will result in numerous benefits to the shareholders of the Company, including: • Exposure to a more diversified copper exploration portfolio in the Americas; • Combined entity will likely increase shareholder liquidity, trading and capital markets exposure; • Anticipated cost savings from consolidating operations; and • Commitment to $10 million financing into WCU by the time of closing the Proposed Transaction Additional information about Cardero Resource Corp. and World Copper Ltd. is available by visiting Cardero’s website at ▇▇▇.▇▇▇▇▇▇▇.▇▇▇ or WCU’s website at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ or under their profiles on SEDAR at ▇▇▇.▇▇▇▇▇.▇▇▇. This announcement is for informational purposes only and does not constitute an offer to purchase, a solicitation of an offer to sell shares or a solicitation of a proxy.

Transaction Benefits. ➢ Highly compelling transaction delivering fully-funded growth from Santo ▇▇▇▇▇▇▇. ➢ Santo ▇▇▇▇▇▇▇ is favourably located with access to nearby infrastructure and ongoing studies continue to demonstrate the potential for significant copper and iron ore production. ➢ Consistent with ▇▇▇▇▇▇▇▇’s strategy of building a mid-tier copper producer focused in the Americas forming a combined portfolio of high quality operating mines and a strong pipeline of copper production growth in mining friendly jurisdictions. ➢ Over 200% growth in anticipated copper production from 2011 to 2016 and over 125% increase in measured and indicated copper contained in mineral resources. ➢ Further asset diversification in a preferred mining geography. ➢ Robust cash flow generation in a company with a strong pro-forma balance sheet and a strategic partnership with KORES to fund a leading copper production growth profile. ➢ No future share dilution to fund Santo ▇▇▇▇▇▇▇ as Capstone expects to fund its portion of Santo ▇▇▇▇▇▇▇ capital requirements through pro-forma balance sheet and ongoing cash flow from operations. ➢ Enhanced capital markets profile through increased market capitalization, which should further improve trading liquidity for shareholders of Capstone.

Transaction Benefits. No Employee Benefit Plan or other compensatory arrangement exists that, as a result of the execution of this Agreement or the transactions contemplated by this Agreement (whether alone or in connection with any subsequent event(s)), would reasonably be expected to (i) trigger or entitle any Business Employee to any payment or benefits (including, without limitation, change in control payments, retention payments or severance or any increase in severance pay upon any termination of employment after the date of this Agreement), (ii) accelerate the time of payment or vesting or result in any payment or funding (through a grantor trust or otherwise) of compensation or benefits under, increase the amount payable or result in any other obligation pursuant to, any of the Employee Benefit Plans or otherwise with respect to any Business Employee, or (iii) result in any payments or benefits to Business Employees which would, individually or in combination with any other such payment or benefits, constitute an “excess parachute payment” under Section 280G of the Code with respect to any Business Employee, or result in a loss of a tax deduction to Buyer.

Transaction Benefits. All as further qualified and defined in the 280 Disclosure Statement (the “Disclosure Statement”), attached hereto as Exhibit D, certain stockholders and service providers of the Company are, or may be viewed as, “disqualified individuals” within the meaning of Sections 280G and 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), and the Treasury Regulations and related guidance thereunder. In connection with the Merger, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (each, an “Executive,” and together, the “Executives”) will receive or retain or may be or become entitled to receive or retain payments or benefits that are contingent on, or closely related to, a change in the ownership or control of the Company (the “Transaction Benefits”). A portion of the Transaction Benefits could be subject to certain adverse tax consequences for the Company and the Executives unless certain requirements are met as more fully described in Exhibit D. In an effort to prevent potential adverse tax consequences to each Executive and the Company, each Executive and the Company are seeking to comply with the stockholder approval exception by (i) entering into a Waiver Agreement pursuant to which each Executive has previously waived the Executive’s right to receive the Transaction Benefits with respect to such Executive to the extent such amounts exceed three (3) times the Executives “Base Amount” as defined in the Code less $1.00 (such excess the “Excess Payments”), unless and until the stockholder approval requirements of Code Section 280G(b)(5)(B) are met and the Executive is or becomes entitled to the Excess Payments in accordance with the terms thereof; (ii) providing adequate disclosure of the material terms of all material payments and benefits provided to each Executive or to which each Executive is or may become entitled and that may be treated as being made in connection with the Transaction under Code Section 280G to those individuals and entities who collectively own 100% of the outstanding voting interests of the Company (within the meaning of the Treasury Regulations) on the date hereof and are eligible to vote pursuant to the Treasury Regulations; and (iii) obtaining approval of the payment of the Excess Payments by those stockholders who, as of the date of this Disclosure Statement, owned more than 75% of such voting interests of the Company and are eligible to vote pursuant to the Treasury Regulations. Accordingly, the Company would appre...