Conditions to Completion of Business Combination. Before PAR may complete any business combination with the Advisor in accordance with this Section 11, the following three conditions shall be satisfied: (i) the Conflicts Committee receives an opinion from a qualified investment banking firm, separate and distinct from the firm jointly retained by PAR and the Advisor to provide a valuation analysis in accordance with Section 11.01, concluding that the consideration to be paid to acquire the Advisor is fair to the Stockholders from a financial point of view; (ii) the Conflicts Committee and the Board determine that such business combination is advisable and in the best interests of PAR and the Stockholders; and (iii) Such business combination is approved by the Stockholders entitled to vote thereon in accordance with PAR’s Charter and Bylaws.
Appears in 2 contracts
Sources: Advisory Agreement (Passco Apartment REIT, Inc.), Advisory Agreement (Passco Apartment REIT, Inc.)