2012 Merger Agreement means that certain Agreement and Plan of Merger, as amended, dated as of May 9, 2012, by and among KACC Holdings, LLC, KACC Acquisition, LLC, Aurora Casket Company, Inc., Aurora Hardwoods, Inc., Bengal Holdings, Inc. and the Shareholders' Agent (as defined therein).
Orlando February 15, 2013 Gentlemen: Reference is hereby made to (i) that certain Agreement and Plan of Merger, dated as of November 11, 2012 (Merger Agreement One), by and among Jefferies Group, Inc.
No Genesis Company has, directly or indirectly, any present or future obligation or Liability pursuant to, under or related to that certain Agreement and Plan of Merger, dated as of September 25, 2012 (the "2012 Merger Agreement"), pursuant to which Seller or one or more of its Affiliates acquired the Company Shares.
Summary of Financial Highlights Fourth Quarter 2012 Merger Agreement with American Realty Capital Trust III On December 14, 2012, ARCP and American Realty Capital Trust III ("ARCT III") entered into an Agreement and Plan of Merger under which ARCP will acquire all of the outstanding shares of ARCT III in a transaction that would result in a combined company with $3.0 billion of enterprise value.
Following the Closing, Buyer shall cause the Company and the Parent Indemnified Parties not to amend, alter or waive (in any case whether by action or inaction) any term of the 2012 Merger Agreement in any manner that would modify or limit the coverage or amounts available for such Losses or that otherwise adversely affect the rights or recovery of the Parent Indemnified Parties thereunder.
In accordance with the January 6, 2013 Amendment to the September 6, 2012 Merger Agreement, ARCT shareholders will receive a one-time cash payment of $0.35 per share in addition to the fixed exchange ratio of 0.2874 Realty Income shares for each share of ARCT common stock that they own.