QUESTIONS AND ANSWERS ABOUT THE MERGER Sample Clauses

QUESTIONS AND ANSWERS ABOUT THE MERGER. What is the Merger? Era, Merger Sub, and Xxxxxxx entered into the Merger Agreement, dated January 23, 2020 and amended as of April 22, 2020, pursuant to which Merger Sub will merge with and into Xxxxxxx, with Xxxxxxx continuing as the surviving corporation and a direct wholly owned subsidiary of Era. Holders of Xxxxxxx Common Stock will be entitled to receive shares of Era Common Stock as consideration following the Merger, such that 77% of the outstanding shares of Era will be held by former stockholders of Xxxxxxx and 23% of the outstanding shares of Era will be held by pre-Merger stockholders of Era. Following the Merger, Era intends to change its name to Xxxxxxx Group Inc., and its common stock will remain listed on the NYSE under the ticker symbol ‘‘VTOL’’. Why are the two companies proposing to merge? Era and Xxxxxxx believe that the Merger will result in a Combined Company that will be able to offer a broad range of efficient aviation solutions via its enhanced fleet size and diversity, and provide better solutions for new and existing oil and gas customers and governmental agencies, while at the same time allowing them to capture cost efficiencies by combining their operations. For a discussion of Era’s and Xxxxxxx’x reasons for the Merger, please see the sections titled ‘‘The Merger—Era’s Reasons for the Merger and Recommendation of the Era Board’’ and ‘‘The Merger—Xxxxxxx’x Reasons for the Merger and Recommendation of the Xxxxxxx Board’’ in this joint proxy and consent solicitation statement/prospectus. Who will be the directors of the Combined Company following the Merger? Immediately following the Merger, the Combined Company’s board of directors is expected to initially be composed of eight directors. Six of the current directors of Xxxxxxx, including X. Xxxx Xxxxxxxxx, Xxxxxx Xxxxxxx, Xxxxx X. Xxxxx, Xxxxxx X. Xxxx, Xxxxxx X. Xxxxx, and Xxxxx X. Xxxxxxxx, are expected to serve as directors of the Combined Company, as are Xxxxxxxxxxx X. Xxxxxxxx and Xxxxxxx Xxxxxxxxx, who are currently directors of Era. Promptly after the Closing Date, subject to SEC and applicable stock exchange rules, the directors of the Combined Company expect to appoint one additional director pursuant to the Merger Agreement. The Chairman of the Combined Company will be determined at or prior to the Effective Time (as defined below) and must be reasonably acceptable to each of Xxxxxxx’x significant stockholders that have signed a Voting Agreement (as defined below) with ...

QUESTIONS AND ANSWERS ABOUT THE MERGER. Except where specifically noted, the following information and all other information contained in this proxy statement/prospectus does not give effect to the proposed reverse stock split described in Proposal No. 2 of this proxy statement/prospectus. The following section provides answers to frequently asked questions about the merger. This section, however, provides only summary information. For a more complete response to these questions and for additional information, please refer to the cross-referenced sections.

QUESTIONS AND ANSWERS ABOUT THE MERGER. In light of ongoing developments related to the COVID-19 pandemic and to protect the health of RAAC Stockholders, management and the community, the RAAC Special Meeting will be a completely virtual meeting of stockholders conducted via live audio webcast.

QUESTIONS AND ANSWERS ABOUT THE MERGER. Except where specifically noted, the following information and all other information contained in this proxy statement/prospectus/information statement does not give effect to the proposed reverse stock split (the “Reverse Split”) of Seneca Common Stock, as described in Proposal No. 1 beginning on page 151 of this proxy statement/prospectus/information statement. The following section provides answers to frequently asked questions about the proposed merger transaction. This section, however, provides only summary information. For a more complete response to these questions and for additional information, please refer to the cross-referenced sections.

QUESTIONS AND ANSWERS ABOUT THE MERGER. In light of the ongoing developments related to the COVID-19 pandemic and to protect the health of Osprey stockholders and the community, the Osprey Special Meeting will be a completely virtual meeting of stockholders conducted via live audio webcast.