Proposed Transaction. Bluerock determines to admit a new member who agrees to make a Capital Contribution (which Bluerock would otherwise be permitted to make hereunder) subject to receipt of a senior preferred 18% IRR and no residual interest. Application of Section 9.l(e): The Proposed Transaction is prohibited without ArchCo's consent since it effectively results in a potential additional subordination of ArchCo's 12% carried interest.
Proposed Transaction. Based solely upon our review of the Documents, we understand that the proposed transaction will occur as follows: RBF is a Florida banking corporation based in Tavares, Florida and is engaged in the business of providing banking and other financial institution services to its customers. NCC is a Delaware corporation based in Birmingham, Alabama and is the parent company of one banking subsidiary engaged in the business of providing banking and other financial institution services to its customers. NBC is a national banking association based in Birmingham, Alabama, and is a wholly-owned subsidiary of NCC. The purpose of the Merger is to enable NBC to acquire the assets and business of RBF through the merger of RBF with and into NBC. After the Merger, the operations and business of RBF will be continued by NBC. The NCC Entities and RBF have represented in the Proxy Statement-Prospectus and the Certificates that each has a significant business purpose for the Merger. Under the Agreement, RBF will merge with and into NBC. Immediately upon the Effective Time, RBF’s corporate existence will cease, and NBC will be the surviving association. As the surviving association, NBC will succeed to all of the assets and liabilities of RBF. By virtue of the Merger, each share of RBF Common Stock (excluding shares held by RBF, NCC or NBC other than in a fiduciary or agency capacity on behalf of a third party or as a result of debts previously contracted, and excluding shares held by shareholders who perfect their dissenters’ rights of appraisal as provided in Section 3.3 of the Agreement) issued and outstanding at the Effective Time, will be converted, at the election of the holder thereof, into the National Commerce Corporation Reunion Bank of Florida September 14, 2015 right to receive, subject to the adjustment set forth in Section 3.1 of the Agreement, either (a) NCC Common Stock or (b) cash. More specifically, each holder of issued and outstanding shares of RBF Common Stock shall, as of the Effective Time (other than shares cancelled pursuant to Section 3.1(c) of the Agreement, Cash Election Shares and shares held by holders that perfect their dissenters’ rights of appraisal as provided in Section 3.3 of the Agreement), receive for each of such holder’s issued and outstanding shares of RBF Common Stock, 0.7273 of a fully paid and nonassessable share of NCC Common Stock. In the alternative, each holder of issued and outstanding shares of RBF Common Stock that shall make...
Proposed Transaction. The Transaction consists of the merger of Bratel Brasil into Oi, with the transfer of the entire equity of Bratel Brasil, substantially consisting of its investment in Oi, to Oi itself, which shall succeed said company in all respects, in all its assets, rights and obligations, such that Bratel Brasil shall be extinguished, under the terms of Article 227 of the Corporations Law (“Merger of Bratel Brasil”).
Proposed Transaction. The Transaction consists of the merger of the shares of Oi into TelPart, with the transfer of the entire equity of Oi (except for those already held by TelPart) to TelPart, with the objective of making Oi a wholly owned subsidiary of TelPart, under the terms of Article 252 of the Corporations Law (“Merger of Bratel Brasil”).
Proposed Transaction. Same as example 1 but the transaction is to be structured as a contribution of the Property to a new limited liability company (“NewCo”) in which the Company and the new member are members. Application of Section 9.1(e): The Proposed Transaction is permitted without ArchCo’s consent provided that (i) after giving effect to the distribution provision under the operating agreement of NewCo and the terms of Section 6.3 of this Agreement, Distributable Funds are distributable as provided in Example 1 above and (ii) after giving effect to any amendment hereof proposed by Bluerock to be entered into in connection with such contribution, the operating agreement of NewCo has provisions which are reasonably adequate for ArchCo to directly or indirectly have substantially the same rights and remedies as are provided for herein ) including, if Commencement of Construction has not occurred, the right to acquire the Property substantially on the terms provided in Section 16 if an Abandonment Event occurs; provided, however, Bluerock and not the new member, shall be obligated under the Put Option.
Proposed Transaction. Based solely upon our review of the Reviewed Documents, we understand that the proposed transaction will occur as follows: Alabama National is a Delaware corporation based in Birmingham, Alabama, and currently is a holding company for several corporations engaged in the business of providing banking and other financial institution services to its customers. PBF is a Georgia corporation based in Duluth, Georgia, and currently is the parent company of one banking subsidiary and certain capital trust subsidiaries engaged in the business of providing banking and other financial institution services to their customers (the “PBF Subsidiaries”). The purpose of the Merger is to enable Alabama National to acquire the assets and business of PBF through the merger of PBF into Alabama National. After the Merger, the operations and business of PBF and the PBF Subsidiaries will be continued by Alabama National. PBF and Alabama National have represented in the S-4 filing related to the Merger that each has a significant business purpose for the Merger. Under the Agreement, PBF will merge with and into Alabama National. Immediately upon the Effective Time, PBF’s corporate existence will cease, and Alabama National will be the surviving corporation. As the surviving corporation, Alabama National will succeed to all of the assets and liabilities of PBF. The PBF Subsidiaries will continue their operations as subsidiaries of Alabama National. By virtue of the Merger, each share of PBF Common Stock (excluding shares held by any PBF Company, other than in a fiduciary capacity or as a result of debts previously contracted, and excluding shares held by stockholders who perfect their dissenters’ rights of appraisal as provided in Section 3.4 of the Agreement) issued and outstanding at the Effective Time, will be exchanged for consideration consisting of Alabama National Common Stock and, depending upon the election of Alabama National in certain circumstances as described below, possibly cash. More specifically, each holder of issued and outstanding shares of PBF Common Stock shall, as of the Effective Time, have the right to receive, for each of such holder’s issued and outstanding shares of PBF Common Stock, 1.054 shares of Alabama National Common Stock (as potentially adjusted pursuant to Section 3.1(b)(2) of the Agreement, the “Exchange Ratio”). In lieu of an increase in the Exchange Ratio, Alabama National, at its sole option and election, may pay additional Merger considerat...
Proposed Transaction. Well Dynamic has entered into the Sales Management Agreement with HPAL for the appointment of HPAL as the sales manager in respect of the Xxxx Xxx Property. Well Dynamic currently intends to sell only the residential units of the Xxxx Xxx Property. Completion of the Xxxx Xxx Property is currently expected to take place by the first quarter of 2015.
Proposed Transaction the invitation of both international and domestic investors to participate in the tendering of the Sugar Enterprises. Representatives: in relation to the Parties, their employees, officers, representatives and advisers.
Proposed Transaction. Well Dynamic has entered into the Project Management Agreement with HREAL for the appointment of HREAL as the project manager in respect of the Xxxx Xxx Property. Subject to the term as stated below under the sub-paragraph headed “Term of the Project Management Agreement”, the project management in respect of the Xxxx Xxx Property contemplated by the Project Management Agreement is expected to be completed upon completion of the Xxxx Xxx Property and the making good of defects by contractors.
Proposed Transaction. The Company hereby agrees that prior to selling, transferring, distributing or otherwise disposing of all or substantially all of its shares of stock and/or assets in any sale, merger or other similar transaction (a “Transaction”) to one of the parties listed on Exhibit F or any of its subsidiaries or controlled affiliates (each, a “[****] Purchaser”) the Company will first offer, to BASIC an opportunity, as provided herein, to conclude a Transaction on the same or substantially similar terms as those that the Company proposes to accept from a [****] Purchaser. **** Certain information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
