Examples of Post-Effective Merger in a sentence
The pro forma adjustments are preliminary and based on estimates of the fair value and useful lives of the assets acquired and liabilities assumed and have been prepared to illustrate the estimated effect of the Alternative Merger and the Post-Effective Merger and certain other adjustments.
Under the Alternative Merger structure, the Company will become a restricted subsidiary of Parent under each Parent Indenture for the period beginning upon the effective time of the Alternative Merger and ending upon the effective time of the Post-Effective Merger.
The Company shall give the Trustee prompt written notice of the occurrence of the effective time of the Planned Merger or the Alternative Merger and the Post-Effective Merger, or the termination of the Merger Agreement prior to consummation of either the Planned Merger or the Alternative Merger.
Although the Company and Parent believe that these forward-looking statements are based on reasonable assumptions, you should be aware that many important factors could affect the Company’s, Parent’s and/or the combined company’s actual financial results, results of operations, the Proposed Waivers and Amendments, the Merger and the Post-Effective Merger or the Notes, and could cause actual results to differ materially from those expressed in the forward-looking statements.
The articles of conversion of CNB Bank, as in effect immediately prior to the Post-Effective Merger Effective Time, shall be the articles of conversion of the Surviving Bank, from the Post-Effective Merger Effective Time until thereafter amended as provided therein and in accordance with applicable law.
To proceed with the Alternative Merger, at the request and expense of Parent pursuant to the Merger Agreement, the Company also is seeking Consents from Holders to further amend Section 4.07 of the Indenture to address a potential issue relating to the transitory step between consummation of the Alternative Merger and consummation of the Post-Effective Merger.
In addition, if the Alternative Merger and Post-Effective Merger are effected, following the Post-Effective Merger, the former subsidiaries of the Company that are Material Restricted Subsidiaries (as defined under the Parent Indentures) and any other former subsidiary of the Company that has guaranteed debt will guarantee the indebtedness of Parent and its other subsidiaries.
Similarly, any guarantee provided by the subsidiaries of the Company with respect to the new debt to be incurred to finance the acquisition of the Company by Parent immediately following the Post-Effective Merger may be deemed a Restricted Payment under the Indenture.
Immediately following the Merger, Interim Surviving Bank will merge with and into CNB Bank, with CNB Bank being the surviving institution in the Post-Effective Merger (hereinafter sometimes called the “Surviving Bank”).
Forward-looking statements include information concerning possible or assumed future results of operations, descriptions of our business plans and strategies and the effect of the Proposed Waivers and Amendments and the Merger (including the Planned Merger and the Alternative Merger and the Post-Effective Merger) on the Notes or on the Company or Parent after the Merger.