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Developer shall have executed a First Source Agreement and a CBE Agreement. A well-known example of a reverse takeover in the United Kingdom was Darwen Group’s 2008 takeover of Optare plc. This was also an example of a back-flip takeover (see below) as Darwen was rebranded to the more well-known Optare name. A proxy vote is the act of the acquirer company persuading existing shareholders to vote out the management of the target company so it will be easier to take over. For example, Company A could persuade shareholders of Company B to use their proxy votes to make changes to the companys board of directors. The goal of such a proxy vote is to remove the board members opposing the takeover and to install new board members who are more receptive to a change in ownership and who, therefore, will vote to approve the takeover (hostile takeover agreement). However, a silver lining for creditors is that such an action does come with consequences to the borrower. If a subsidiary becomes

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