Common use of Proposed Transaction Clause in Contracts

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 documents referred to in A through J are hereinafter collectively referred to as the "Operative Documents", except that, for purposes of Section ------------------- ------- 11(h), this Agreement will not be considered an Operative Document. ----- The Company has afforded each Stockholder and each Stockholder's advisors, if any, the opportunity to discuss an investment in the Securities and to ask questions of representatives of the Company concerning the terms and conditions of the offering of the Securities and the Operative Documents, and such representatives have provided answers to all such questions concerning the offering of the Securities and the Operative Documents. Each Stockholder has consulted its own financial, tax, accounting and legal advisors, if any, as to such Stockholder's investment in the Securities and the consequences thereof and risks associated therewith and the Operative Documents. Each Stockholder and such Stockholder's advisors, if any, have examined or have had the opportunity to examine before the date hereof the Operative Documents and all information that the Stockholder deems to be material to an understanding of the Company, the proposed business of the Company, and the offering of the Securities. Each Stockholder also acknowledges that to Stockholder's knowledge there have been no general or public solicitations or advertisements or other broadly disseminated disclosures (including, without limitation, any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or any seminar or meeting whose attendees have been invited by any general solicitation or advertising) by or on behalf of the Company regarding an investment in the Securities.

Proposed Transaction. Without any representation or warranty that the following transaction will be consummated, the Borrower has informed the Agent and the Banks that it is planning the following transaction (the “Permitted Reorganization”): (a) This Agreement summarizes certain pertinent documents as well as applicable laws and regulations. While the formation of a new subsidiary, Otter Tail Holding Company believes that these summaries fairly reflect and summarize such matters(“New OTC”), 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.which will be a Minnesota corporation; (b) Each Stockholder acknowledges that Stockholder has received formation by New OTC of a new subsidiary, Otter Tail Merger Sub (“Merger Sub”), which will be a Minnesota corporation; (c) transfer by the Borrower to New OTC by way of assignment or contribution to capital of all Non- Power Company Assets; (d) assumption by New OTC of all liabilities and has had ample opportunity to review and understand the current form of each obligations of the following documents: A. The Certificate of Incorporation Borrower except (i) those under this Agreement and the Notes issued hereunder, (ii) those under the Senior Indebtedness Agreements listed on Schedule 12.1 and the Notes described on such Schedule 12.1, and (iii) all liabilities and obligations that pertain to the Borrower’s electric generation and transmission business and do not pertain to the operation of the Company.Borrower as a holding company (such liabilities and obligations other than those described in (i), (ii) and (iii) hereof are called the “Assumed Liabilities”); B. The By-laws (e) release of the Company.Borrower from the Assumed Liabilities by each holder thereof; C. The Agreement (f) release of Varistar Corporation and Plan its Subsidiaries from guaranties of Senior Indebtedness Agreements listed on Schedule 12.1 and the Notes described on such Schedule 12.1; (g) exchange of the stock of New OTC for the stock of the Borrower, which will be held by New OTC; (h) merger of the Borrower with Merger Sub (the "Merger Agreement"“Merger”), 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 where the surviving corporation in the Merger will be the Borrower and being renamed ▇▇▇▇▇▇▇ Products, Inc.will have the name Otter Tail Power Company; D. The Second Amended and Restated Credit Agreement (i) change of the "Credit ------ Agreement"), name of even date herewith, by and among New OTC to Otter Tail Corporation; (j) the Borrower (now named Otter Tail Power Company and --------- ▇▇▇▇▇▇ Financial, Inc., sometimes referred to herein 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 “Power Company”) will remain obligated under this Agreement and the other signatories thereto, including all exhibits and schedules theretoLoan Documents. 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 documents referred to in A through J are hereinafter collectively referred to as the "Operative Documents", except that, for purposes of Section ------------------- ------- 11(h), this Agreement will not be considered an Operative Document. ----- The Company has afforded each Stockholder and each Stockholder's advisors, if any, the opportunity to discuss an investment in the Securities and to ask questions of representatives of the Company concerning the terms and conditions of the offering of the Securities and the Operative Documents, and such representatives have provided answers to all such questions concerning the offering of the Securities and the Operative Documents. Each Stockholder has consulted its own financial, tax, accounting and legal advisors, if any, as to such Stockholder's investment in the Securities and the consequences thereof and risks associated therewith and the Operative Documents. Each Stockholder and such Stockholder's advisors, if any, have examined or have had the opportunity to examine before the date hereof the Operative Documents and all information that the Stockholder deems to be material to an understanding of the Company, the proposed business of the Company, and the offering of the Securities. Each Stockholder also acknowledges that to Stockholder's knowledge there have been no general or public solicitations or advertisements or other broadly disseminated disclosures (including, without limitation, any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or any seminar or meeting whose attendees have been invited by any general solicitation or advertising) by or on behalf of the Company regarding an investment in the Securities.

Proposed Transaction. Without any representation or warranty that the following transaction will be consummated, Varistar Corporation and the Parent have informed the Agent and the Banks that they are planning the following transaction (the “Permitted Reorganization”): (a) This Agreement summarizes certain pertinent documents as well as applicable laws and regulations. While formation by the Parent of a new subsidiary, Otter Tail Holding Company believes that these summaries fairly reflect and summarize such matters(“New OTC”), 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.which will be a Minnesota corporation; (b) Each Stockholder acknowledges formation by New OTC of a new subsidiary, Otter Tail Merger Sub (“Merger Sub”), which will be a Minnesota corporation; (c) transfer by the Parent to New OTC by way of assignment or contribution to capital of all Non-Power Company Assets; (d) assumption by New OTC of all liabilities and obligations of the Parent except the following (collectively, the “Power Company Obligations”) (i) those under the Senior Indebtedness Agreements listed on Schedule 12.1 and the Notes described on such Schedule 12.1, and (ii) all liabilities and obligations that Stockholder has received pertain to the Parent’s electric generation and has had ample opportunity transmission business and do not pertain to review the operation of the Parent as a holding company (the liabilities and understand obligations of the current form Parent other than the Power Company Obligations are called the “OTC-Assumed Liabilities”; provided, that New OTC shall not assume or Guaranty the Power Company Obligations); (e) release of the Parent from the OTC-Assumed Liabilities by each holder thereof; (f) release of Varistar Corporation and its Subsidiaries from any guaranties of Senior Indebtedness Agreements listed on Schedule 12.1 and the Notes described on such Schedule 12.1; (g) exchange of the stock of New OTC for the stock of the Parent, which will be held by New OTC; (h) merger of the Parent with Merger Sub (the “Merger”), where the surviving corporation in the Merger will be the Parent and will have the name Otter Tail Power Company; (i) change of the name of New OTC to Otter Tail Corporation; (j) assumption by New OTC of all of the Borrower Obligations pursuant to the Assumption and Release Agreement and release by the Agent and the Banks of (i) the Parent’s obligations pursuant to the Parent Subordination Agreement and the Parent Negative Pledge pursuant to the Parent Agreement Release, and (ii) all Borrower Obligations of Varistar Corporation pursuant to the Assumption and Release Agreement (which releases shall not release or affect the obligations and liabilities of Varistar Corporation under the New Material Subsidiary Guaranty); and (k) Guaranty by each of the following documents: A. The Certificate of Incorporation New OTC’s Material Subsidiaries (which shall include Varistar Corporation) of the Company. B. The By-laws of the Company. C. The Agreement and Plan of Merger (the "Merger Agreement")Borrower Obligations, dated ---------------- August 14, 1995, as assumed by and among the Company, Old Holdings, the Stockholders referred to therein, the Optionholders referred to therein and ▇▇▇▇▇ & Partners, Inc.New OTC, 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 theretoNew Material Subsidiary Guaranty. 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 documents referred to in A through J are hereinafter collectively referred to as the "Operative Documents", except that, for purposes of Section ------------------- ------- 11(h), this Agreement will not be considered an Operative Document. ----- The Company has afforded each Stockholder and each Stockholder's advisors, if any, the opportunity to discuss an investment in the Securities and to ask questions of representatives of the Company concerning the terms and conditions of the offering of the Securities and the Operative Documents, and such representatives have provided answers to all such questions concerning the offering of the Securities and the Operative Documents. Each Stockholder has consulted its own financial, tax, accounting and legal advisors, if any, as to such Stockholder's investment in the Securities and the consequences thereof and risks associated therewith and the Operative Documents. Each Stockholder and such Stockholder's advisors, if any, have examined or have had the opportunity to examine before the date hereof the Operative Documents and all information that the Stockholder deems to be material to an understanding of the Company, the proposed business of the Company, and the offering of the Securities. Each Stockholder also acknowledges that to Stockholder's knowledge there have been no general or public solicitations or advertisements or other broadly disseminated disclosures (including, without limitation, any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or any seminar or meeting whose attendees have been invited by any general solicitation or advertising) by or on behalf of the Company regarding an investment in the Securities.

Proposed Transaction. Without any representation or warranty that the following transaction will be consummated, the Borrower has informed the Agent and the Banks that it is planning the following transaction (the “Permitted Reorganization”): (a) This Agreement summarizes certain pertinent documents as well as applicable laws and regulations. While the formation of a new subsidiary, Otter Tail Holding Company believes that these summaries fairly reflect and summarize such matters(“New OTC”), 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.which will be a Minnesota corporation; (b) Each Stockholder acknowledges that Stockholder has received formation by New OTC of a new subsidiary, Otter Tail Merger Sub (“Merger Sub”), which will be a Minnesota corporation; (c) transfer by the Borrower to New OTC by way of assignment or contribution to capital of all Non-Power Company Assets; (d) assumption by New OTC of all liabilities and has had ample opportunity to review and understand the current form of each obligations of the following documents: A. The Certificate of Incorporation Borrower except (i) those under this Agreement and any Note issued hereunder, (ii) those under the Senior Indebtedness Agreements listed on Schedule 12.1 and any Note described on such Schedule 12.1, and (iii) all liabilities and obligations that pertain to the Borrower’s electric generation and transmission business and do not pertain to the operation of the Company.Borrower as a holding company (such liabilities and obligations other than those described in (i), (ii) and (iii) hereof are called the “Assumed Liabilities”); B. The By-laws (e) release of the Company.Borrower from the Assumed Liabilities by each holder thereof; C. The Agreement (f) release of Varistar Corporation and Plan its Subsidiaries from guaranties of Senior Indebtedness Agreements listed on Schedule 12.1 and any Note described on such Schedule 12.1; (g) merger of the Borrower with Merger Sub (the "Merger Agreement"“Merger”), 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 where (i) the surviving corporation and being renamed ▇▇▇▇▇▇▇ Productsin the Merger will be the Borrower, Inc. D. The Second Amended and Restated Credit Agreement (will have the "Credit ------ Agreement"), of even date herewith, by and among the name Otter Tail Power Company and --------- ▇▇▇▇▇▇ Financialwill be a direct, Inc., as Agent for wholly-owned subsidiary of New OTC and (ii) the Lenders current shareholders of the Borrower will become shareholders of New OTC; (h) change of the name of New OTC to Otter Tail Corporation; and (i) the Borrower (now named therein, including all exhibits and schedules thereto. E. The Note Agreement, of even date herewith, by and among the Company Otter Tail Power Company) will remain obligated under this Agreement and the other signatories thereto, including all exhibits and schedules theretoLoan Documents. 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 documents referred to in A through J are hereinafter collectively referred to as the "Operative Documents", except that, for purposes of Section ------------------- ------- 11(h), this Agreement will not be considered an Operative Document. ----- The Company has afforded each Stockholder and each Stockholder's advisors, if any, the opportunity to discuss an investment in the Securities and to ask questions of representatives of the Company concerning the terms and conditions of the offering of the Securities and the Operative Documents, and such representatives have provided answers to all such questions concerning the offering of the Securities and the Operative Documents. Each Stockholder has consulted its own financial, tax, accounting and legal advisors, if any, as to such Stockholder's investment in the Securities and the consequences thereof and risks associated therewith and the Operative Documents. Each Stockholder and such Stockholder's advisors, if any, have examined or have had the opportunity to examine before the date hereof the Operative Documents and all information that the Stockholder deems to be material to an understanding of the Company, the proposed business of the Company, and the offering of the Securities. Each Stockholder also acknowledges that to Stockholder's knowledge there have been no general or public solicitations or advertisements or other broadly disseminated disclosures (including, without limitation, any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or any seminar or meeting whose attendees have been invited by any general solicitation or advertising) by or on behalf of the Company regarding an investment in the Securities.