Dominion Homes
Ticker: DHOM
Conditions:
• the Merger Agreement must be adopted by the affirmative vote of the holders of at least a majority of the outstanding shares of Common Stock entitled to vote at the Special Meeting, although as of the record date, the number of shares of Common Stock held by the Investor Group is in excess of the required majority necessary to adopt the Merger Agreement, and as a result the Company anticipates that the approval of the Merger Agreement will be duly authorized at the Special Meeting;
• there is no order, injunction, decree or other legal restraint or prohibition preventing the consummation of the Merger; and no governmental entity will have filed any action seeking to enjoin, restrain or otherwise prohibit the Merger;
• all required consents or approvals of any governmental authorities have been received;
• the Company’s, Parent’s and Merger Sub’s respective representations and warranties in the Merger Agreement must be true and correct as of the effective time of the Merger in the manner described under the caption “THE MERGER AGREEMENT—Conditions to the Merger”;
• the Company, Parent and Merger Sub must have performed in all material respects all obligations that each is required to perform under the Merger Agreement;
• no Material Adverse Effect (as defined in the Merger Agreement) with respect to the Company or any of its subsidiaries shall have occurred since the date of the Merger Agreement;
• no filing by the Company or any subsidiary or a filing against the Company or any subsidiary for relief under Title 11 of the Bankruptcy Code has been made, and no custodian, trustee, receiver or other agent has been appointed or authorized to take charge of a material portion of the property of the Company or any subsidiary; and
• concurrently with the consummation of the Merger, the Sponsors must contribute (or shall cause their affiliates to contribute) to Parent the Term B Notes under the Credit Agreement in the principal amount of $20 million.
For a more detailed discussion of the conditions to the Merger, see the section entitled “THE MERGER AGREEMENT—Conditions to the Merger” in this Proxy Statement. See also the text of the Merger Agreement attached as Appendix A to this Proxy Statement.
The company's stock will cease to be listed at the opening of business on March 31, 2008. It may trade on the OTC BB. - 03/21/2008
On April 11, 2008 the company entered into an amended credit agreement to provide it with an additional $4,700,000 in borrowing capacity.
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