Proposed Transaction Sample Clauses

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.

Proposed Transaction. Upon effectiveness of the Proposed Transaction, the number of Warrant Shares issuable upon exercise of each outstanding Warrant shall be proportionally adjusted such that the Warrant Shares Percentage immediately following the consummation of the Proposed Transaction is equal to the Warrant Shares Percentage immediately prior to consummation of the Proposed Transaction. Notwithstanding the foregoing and the provisions of Section 5.4, in no event shall the Proposed Transaction give rise to an adjustment under both Section 5.4 and this Section 5.11. If upon the occurrence of the Proposed Transaction the application of the provisions of Section 5.4 and Section 5.11 would each result in an adjustment to the Exercise Price and/or number of Warrant Shares issuable upon exercise of the Warrants, then the provisions of either of such Sections whose application shall result in the greater decrease in the Exercise Price and the greater increase in the number of Warrant Shares issuable upon exercise of the Warrants, as the case may be, shall be given effect and the provisions of such other Section shall be deemed not to apply to the Proposed Transaction.

Proposed Transaction. Based solely upon our review of the Documents, we understand that the proposed transaction will occur as follows: Landmark is a Georgia corporation based in Marietta, Georgia and is the parent company of one or more subsidiaries (the “Landmark Subsidiaries”) including a banking subsidiary, First Landmark Bank, a Georgia state-chartered bank (“First Landmark Bank”) 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 or more subsidiaries (the “NCC Subsidiaries”) including National Bank of Commerce, a national banking association (“NBC Bank”) engaged in the business of providing banking and other financial institution services to its customers. The purpose of the Merger is to enable NCC to acquire the assets and business of Landmark through the merger of Landmark with and into NCC. After the Merger, the operations and business of Landmark and the Landmark Subsidiaries will be continued by NCC. NCC and Landmark have represented in the Proxy Statement-Prospectus and the Certificates that each has a significant business purpose for the Merger. Under the Agreement, Landmark will merge with and into NCC. Immediately upon the Effective Time, Landmark’s corporate existence will cease, and NCC will be the surviving corporation. As the surviving corporation, NCC will succeed to all of the assets and liabilities of Landmark. As provided in the Agreement, as soon as practicable following the Effective Time, First Landmark Bank will be merged with and into NBC Bank with NBC Bank continuing as the surviving entity and subsidiary of NCC. National Commerce Corporation Landmark Bancshares, Inc. June 8, 2018 By virtue of the Merger, each share of Landmark Common Stock (excluding shares held by Landmark, any Landmark Subsidiaries, NCC or any NCC Subsidiaries, 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 of Landmark Common Stock held by shareholders of Landmark 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 into and exchanged for the right to receive, subject to the terms and conditions set forth in Section 3.1 of the Agreement, Common Stock and cash. More specifically, each holder of issued and outstanding shares of Landmark Common ...

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.

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. (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, each Stockholder acknowledges that such summaries are not complete and are qualified in their entirety by reference to the complete texts thereof of the documents, laws and regulations so summarized. (b) Each Stockholder acknowledges that Stockholder has received and has had ample opportunity to review and understand the current form of each of the following documents: A. The Certificate of Incorporation of the Company. B. The By-laws of the Company. C. The Agreement and Plan of Merger (the "Merger Agreement"), dated ---------------- August 14, 1995, by and among the Company, Old Holdings, the Stockholders referred to therein, the Optionholders referred to therein and ▇▇▇▇▇ & Partners, Inc., pursuant to which the Company will merge with and into Old Holdings, with Old Holdings being the surviving corporation, and the Agreement and Plan of Merger of even date herewith between Old ▇▇▇▇▇▇▇ and the Company, pursuant to which Old ▇▇▇▇▇▇▇ will merge with and into Old Holdings, with Old Holdings being the surviving corporation and being renamed ▇▇▇▇▇▇▇ Products, Inc. D. The Second Amended and Restated Credit Agreement (the "Credit ------ Agreement"), of even date herewith, by and among the Company and --------- ▇▇▇▇▇▇ Financial, Inc., as Agent for the Lenders named therein, including all exhibits and schedules thereto. E. The Note Agreement, of even date herewith, by and among the Company and the other signatories thereto, including all exhibits and schedules thereto. F. The Securities Purchase Agreement, of even date herewith, executed by the Company in favor of the Purchasers (as defined therein), including all exhibits and schedules thereto. G. The Stockholders Agreement, of even date herewith, by and among the Company and the stockholders named therein, including all exhibits and schedules thereto (the "Stockholders Agreement"). H. The Stock Pledge Agreement, of even date herewith, among the Company and the Stockholders named therein, including all exhibits and schedules thereto. I. The 1995 ▇▇▇▇▇▇▇ Management Stock Option Plan in substantially the form of Exhibit 5 (the "Company Stock Option Plan") of even date herewith, adopted by the Board of Directors of the Company, including all exhibits thereto. J. This Agreement and all exhibits and schedules hereto. The documen...

Proposed Transaction. For the avoidance of doubt, the provisions of this Section 5.7(b) do not apply to the Proposed Transaction.

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. Indian River is a Florida corporation based in Vero Beach, Florida, that is the parent company of Indian River National Bank, a banking corporation organized under the laws of the United States and engaged in the business of providing banking and other financial institution services to its customers. The purpose of the Merger is to enable Alabama National to acquire the assets and business of Indian River through the merger of Indian River into Alabama National. After the Merger, Indian River National Bank’s operations and business will be continued by Alabama National. Indian River 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, Indian River will merge with and into Alabama National. Immediately upon the Effective Time, Indian River’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 Indian River. Indian River National Bank will continue its operations as a subsidiary of Alabama National. By virtue of the Merger, each share of Indian River Common Stock issued and outstanding prior to the Effective Time, and held by shareholders other than Alabama National, will be exchanged for consideration consisting of Alabama National Common Stock or cash, depending on the elections of the holders of Indian River Common Stock and Alabama National. More specifically, each holder of issued and outstanding shares of Indian River Common Stock shall, as of the Effective Time, have the right to receive, for each of such holder’s issued and outstanding shares of Indian River Common Stock, 0.9408 shares of Alabama National Common Stock (as potentially adjusted pursuant to Section 3.1(b)(2) of the Agreement). Holders of Indian River Common Stock shall be provided with an opportunity to elect to receive cash consideration in lieu of receiving Alabama National Common Stock in the Merger. Holders who are to receive cash in lieu of exchanging their shares of Indian River Common Stoc...