Proposed Transactions. (a) This Agreement references certain pertinent documents as well as applicable laws and regulations. Each Shareholder acknowledges to the Company and the other Shareholders that such references are not summaries or complete and are qualified in their entirety by the complete texts of the documents, laws and regulations so summarized.
Proposed Transactions. Notwithstanding anything to the contrary in Section 3.2(e) or elsewhere in these Third Amended and Restated Articles of Incorporation or otherwise, to the extent that (x) the Agreement and Plan of Merger, by and among the Corporation, Xxxxxx-Xxxxx Transportation Holdings Inc. and Liberty Merger Sub Inc., dated as of March 20, 2023 (the “Merger Agreement”) or the Rollover Agreement, by and among Xxxxxx-Xxxxx Transportation Holdings Inc., Liberty Holdings Topco LLC and the other parties thereto, dated as of March 20, 2023 (the “Rollover Agreement”) entered into in connection with the Merger Agreement, or (y) any of the transactions contemplated by the Merger Agreement or the Rollover Agreement (collectively, the “Contemplated Transactions”) or (z) the consideration to be paid to the holders of Class A Common Stock or Class B Common Stock pursuant to the Merger Agreement or the Rollover Agreement (collectively, the “Contemplated Consideration”), are inconsistent with Section 3.2(e) or any provisions thereof, Section 3.2(e) or such provisions thereof, as applicable, shall not apply to the Merger Agreement, the Rollover Agreement, the Contemplated Transactions or the Contemplated Consideration.” * * * * EXHIBIT B SURVIVING CORPORATION ARTICLES OF INCORPORATION FOURTH AMENDED AND RESTATED ARTICLES OF INCORPORATION OF U.S. XPRESS ENTERPRISES, INC. ARTICLE I NAME The name of the corporation is U.S. Xpress Enterprises, Inc. (the “Corporation”).
Proposed Transactions. New Sections 3(e) and (f) shall be added to the Rights Agreement as follows:
Proposed Transactions. Property Chineham Gate Grant of 4 FRI leases to RTL of Crockford Lane four main office floors of Chineham Chineham Gate, Chineham, Basingstoke Basingstoke for term expiring in June 2013 at total rent of (Pound Sterling)595,000 p.a. exclusive subject to 5 yearly upward only reviews. Satec House Purchase of freehold for (Pound Xxxxxx Xxxx Xxxxxxxx)000,000 by RPL. Grant of Crewe FRI lease by RPL to RTL for term of 25 years at rent of (Pound Sterling)82,500 p.a. exclusive subject to 5 yearly upward only reviews.
Proposed Transactions. (i) Upon request, any and all information, documents and reports regarding any proposed Trust Preferred Debt as the Administrative Agent may require in its reasonable discretion, and (ii) as soon as possible and in any event within thirty (30) days after the closing of any proposed Trust Preferred Debt, fully executed copies of all loan documentation for any such Permitted Repurchase Facility or proposed Trust Preferred Debt.
Proposed Transactions. The Company has disclosed --------------------- to the Purchasers the following transactions (the "Proposed Transactions"), and the Purchasers hereby acknowledge and agree that the Company has disclosed to the Purchasers and discussed with them the Proposed Transactions as follows:
Proposed Transactions. (a) The Original Members hereby deem it advisable and in the best interest of the Company that the Company enter into the Merger Agreement, dated as of July 12, 1999, among the Company, SHP Acquisition, SHP Properties and Sunstone Hotel Investors, L.P., a Delaware limited partnership (the "Merger Agreement"), a form of which has been presented to the Members, and the transactions contemplated thereby, be, and each of them hereby is, in all respects authorized and approved; and the Managers are, and each of them hereby is, authorized to execute and deliver on behalf of the Company the Merger Agreement with such changes therein and additions or amendments thereto, and any and all ancillary documents (collectively with the Merger Agreement, the "Transaction Agreements"), in 24 such form as the Manager or Manager executing any of the Transaction Agreements shall approve, such Manager's execution thereof to be conclusive evidence of such approval.
Proposed Transactions. (a) This Agreement summarizes certain pertinent documents as well as applicable laws and regulations. While the Company believes that these summaries fairly reflect and summarize such matters, APG acknowledges that such summaries are not complete and are qualified by reference to the complete texts thereof of the documents, laws and regulations so summarized.
Proposed Transactions. The Additional Subordinated Debt Transaction, the Subordinated Debt Repayment, the Ownership Restructure and the Merger shall be referred to herein, collectively, as the “Proposed Transactions”.
Proposed Transactions. (a) Upon the request of the representative for the JMB Indemnitees (as determined in accordance with the procedures of Section 7(c)), the General Partner agrees to use its reasonable best efforts to increase the JMB Indemnitees' share of the indebtedness of the Partnership under Code Section 752 by either (i) contributing to the Partnership on terms mutually acceptable to the General Partner, the Partnership, and the JMB Indemnitees property or properties owned by Hexalon or its direct or indirect U.S. subsidiaries at the time of the request which is encumbered by Qualified Nonrecourse Liabilities not in excess, in the aggregate, of $150 million, (ii) allowing the JMB Indemnitees to guarantee any Nonrecourse Liabilities (or portions thereof) encumbering any Restricted Property (a "Guarantee") or enter a contribution agreement, indemnification agreement, reimbursement agreement, or any similar agreement that could reasonably be expected to satisfy the requirements with Treasury Regulation section 1.752-2(b)(3) and pursuant to which the JMB Indemnitees assume the risk of loss for purposes of Treasury Regulation section 1.752-2(a) (an "Indemnification Agreement") with respect to Nonrecourse Liabilities (or portions thereof) encumbering any property of the Partnership in the aggregate, immediately after the entering into of such Guarantee or Indemnification Agreement, not in excess of the Debt Guarantee Amount, or (iii) some combination of clauses (i) and (ii) of this sentence. Any Guarantee or Indemnification Agreement entered pursuant to this Section 16 shall be on terms mutually acceptable to the JMB Indemnitees, the General Partner, and the Partnership. For avoidance of doubt, the General Partner shall have no obligation to contribute property under this Section 16 or enter into an Guarantee or Indemnification Agreement or allow the JMB Indemnitees to enter an Indemnification Agreement or Guarantee if the contribution, the Guarantee, or Indemnification Agreement would violate any provision of any agreement the Partnership, the General Partner or an Affiliate has or is negotiating with a lender, a partner, or other third-party, provided that if such an agreement or negotiations exist, the General Partner shall use its reasonable best efforts to obtain a consent from all relevant parties if obtaining such consent would not have a material adverse effect on the Partnership, the General Partner, or any Affiliate of the General Partner; provided, further, howev...
