RDOE definition
Examples of RDOE in a sentence
Each of the parties hereto agrees to take all steps necessary to cause the Schedule TO and the Offer Documents to be filed with the SEC and to cause the Offer Documents to be disseminated to the stockholders of RDOE to the extent required by applicable law.
The parties hereto understand, acknowledge and agree that effective upon completion of the contribution of RDOE Shares pursuant to Section 3(a) above, the ▇▇▇▇▇/Horn Options will be amended to become rights to purchase from ▇▇.
Each of the parties hereto agrees promptly to correct any information provided by it for use in the Schedule TO and the Offer Documents if and to the extent that it shall have become false or misleading in any material respect, and to take all steps necessary to cause the Schedule TO and the Offer Documents as so corrected to be filed with the SEC and to cause the Offer Documents as so corrected to be disseminated to the stockholders of RDOE to the extent required by applicable law.
None of the RDOE Shares (including any Class A Shares issued to such RDO Holdings Stockholder upon the exercise of options to purchase Class A Shares) are subject to any voting trust or other agreement (other than this Agreement) or arrangement with respect to the voting of such shares.
RDO Holdings will transfer and deliver such RDOE Shares to RDO Tender free and clear of all liens, claims, encumbrances and security interests, except for the liens, claims, encumbrances and security interests itemized in clauses (i) and (ii) in Section 3(a) above and the pledge by RDO Holdings of such RDOE Shares to State Bank of Fargo pursuant to that certain commercial pledge agreement dated as of April 24, 2003.
In accordance with the DGCL, all of the rights, privileges, property, powers and franchises of RDOE and RDO Tender will vest in the Surviving Corporation, and all of the debts, liabilities and duties of RDOE and RDO Tender will become the debts, liabilities and duties of the Surviving Corporation.
SECOND: RDOE, a Delaware corporation, shall be the surviving corporation.
RDO Tender agrees to use the Borrowed Funds contributed by RDO Holdings solely for the purpose of purchasing the RDOE Shares tendered in the Offer.
This transfer of RDOE Shares by RDO Holdings to RDO Tender will be deemed a capital contribution and will not be in exchange for any additional shares of capital stock of RDO Tender.
Immediately after the acceptance for payment by RDO Tender of the Class A Shares tendered pursuant to the Offer, RDO Holdings will contribute to RDO Tender that portion of the Borrowed Funds necessary to enable RDO Tender to purchase the RDOE Shares tendered in the Offer.