Closing Actions. At the Closing, (a) Parent shall pay or cause to be paid: (i) to each holder of a Share converted into the right to receive the Common Stock Merger Consideration pursuant to Section 2.4(a) in accordance with the Distribution Schedule delivered pursuant to Section 3.2(b)(ii), by wire transfer of immediately available funds to such bank account(s) designated in writing by such Stockholder in its Letter of Transmittal, such Stockholder’s Common Stock Merger Consideration (less the applicable portion of the Stockholders’ Representative Expense Amount and the Escrow Amount) payable at the Closing in respect of such Stockholder’s Shares (other than such Stockholder’s Dissenting Shares) in the amount set forth in such Distribution Schedule (based on the Estimated Purchase Price set forth in the Estimated Closing Statement); provided that, in each case, such Stockholder submits a letter of transmittal to the Company in the form attached hereto as Exhibit E (a letter of transmittal in such form, a “Letter of Transmittal”), together with Stock Certificate(s) required by this Agreement (which Stock Certificate(s) shall be deemed delivered with respect to any Stock Certificate held or otherwise recorded in any digital stockholder management system) at least three (3) Business Days prior to the Closing Date; provided further, that a Stockholder may submit its Letter of Transmittal to the Surviving Corporation following the Closing Date and Parent shall make (or cause to be made) the payment described in this Section 3.3(a)(i) as promptly as practicable thereafter (and in no event later than five (5) Business Days after receipt thereof); (ii) to the Company, by wire transfer of immediately available funds to such bank account(s) designated in writing by the Company no less than two (2) Business Days prior to the Closing, for the benefit of the Eligible Option Holders, the aggregate Option Merger Consideration (less the applicable portion of the Stockholders’ Representative Expense Amount and the Escrow Amount attributable to the Option Merger Consideration, in each case, as set forth in the Distribution Schedule) payable at the Closing to all Eligible Option Holders in the amount set forth in the Distribution Schedule (based on the Estimated Purchase Price set forth in the Estimated Closing Statement). The Company shall pay or cause to be paid to each Eligible Option Holder no later than the Company’s next scheduled date of payroll following the Closing the Option Merger Consideration to which such holder is entitled pursuant to Section 2.6 and in accordance with the Distribution Schedule with respect thereto, such payments to be made net of any applicable withholding Tax; provided, that, in each case, such Eligible Option Holder executes and delivers an Option Cancellation and Release Agreement to the Company prior to the Closing Date; provided, further, that an Eligible Option Holder may execute and deliver an Option Cancellation and Release Agreement to the Surviving Corporation within five (5) days following the Closing Date, and the Company shall make (or cause to be made) the payment described in this Section 3.3(a)(ii) as promptly as practicable thereafter (and in no event later than the Company’s next scheduled payroll date following the receipt of such agreement by the Eligible Option Holder). (iii) to the Escrow Agent, by wire transfer of immediately available funds to such bank account designated in writing by the Escrow Agent, for deposit in an escrow account (the “Escrow Account”), the Escrow Amount, to be held in the Escrow Account and distributed by the Escrow Agent in accordance with the terms of the Escrow Agreement and this Agreement; (iv) to the Stockholders’ Representative, by wire transfer of immediately available funds to a bank account(s) designated in writing by the Stockholders’ Representative prior to the Closing (such account, the “Stockholders’ Representative Expense Account”), the Stockholders’ Representative Expense Amount to be used as a fund to pay costs, fees and expenses incurred by the Stockholders’ Representative in its capacity as such on or after the Closing Date and which shall be paid or distributed at the direction of the Stockholders’ Representative in accordance with Section 3.4(h); (v) (A) the Indebtedness Payoff Amount, on behalf of the Company to the lenders thereof in accordance with the Payoff Letters for the Specified Funded Indebtedness, and (B) the portion of the Contingent Payment Amount, if any, as indicated in the Estimated Closing Statement, which is owing based on the Common Stock Merger Consideration paid at the Closing, and the Option Merger Consideration paid at the Closing, as indicated on the Estimated Closing Statement to the bank account(s) designated in writing by the Company prior to the Closing on behalf of the Persons entitled to receive such portion of the Contingent Payment; and (vi) the applicable portion of the Estimated Transaction Expenses (other than the ▇▇▇▇▇▇▇▇ Set Aside Amount), by wire transfer of immediately available funds, to each of the payees thereof (on behalf of the Company) in accordance with the Payoff Letters or Invoices delivered by the Company (and the wiring instructions set forth therein) no less than three (3) Business Days prior to the Closing; provided, however, that to the extent that any unpaid Estimated Transaction Expenses are compensatory, then Parent shall pay or cause to be paid such amounts to the Company or the appropriate Company Subsidiary, as specified by the Company in writing no later than two (2) Business Days prior to the Closing Date, for further distribution through the appropriate payroll system, subject to applicable payroll and withholding taxes, to the designated service provider recipients, and (B) no amount in respect of the ▇▇▇▇▇▇▇▇ Bonus Letter shall be paid at the Closing to ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, and the ▇▇▇▇▇▇▇▇ Set Aside Amount shall be paid and distributed in accordance with Section 3.5. (b) Parent, the Stockholders’ Representative and the Escrow Agent shall execute and deliver the Escrow Agreement. (c) The Stockholders’ Representative shall deliver to Parent each Option Cancellation and Release Agreement that has been duly executed by the Company and each Option Holder prior to the Closing. (d) The Company shall deliver to Parent the Payoff Letters in respect of the Indebtedness Payoff Amount, duly executed by the holders of such Specified Funded Indebtedness.
Appears in 1 contract
Sources: Merger Agreement (Acuren Corp)
Closing Actions. At the Closing,
(a) Subject to Section 3.4, Parent shall pay pay, or shall cause the Surviving Corporation or its Subsidiaries, as applicable, to be paidpay, the following payments:
(i) at the Closing, to each holder of a Share converted into the right to receive the Common Stock Merger Consideration an amount equal to the Closing Common Share Price multiplied by the number of shares of Common Stock (other than Dissenting Shares) owned by such holder immediately prior to the Effective Time;
(ii) reasonably promptly following the Closing, to each holder of an Option the amounts payable (if any) pursuant to Section 2.4(aSections 2.2 and 2.3 in respect of such Option, less applicable federal, state and local income Tax withholding and Social Security, Medicare, state disability, unemployment and other withholding obligations;
(iii) in due course, to the applicable Governmental Entity, the aggregate amount of all applicable federal, state and local income Tax withholding and Social Security, Medicare, state disability, unemployment and other withholding obligations withheld in respect of payments to Option holders;
(iv) at the Closing, to the “Administrative Agent” under the Credit Agreement, the Debt Amount;
(v) at the Closing, to each payee thereof, the Transaction Costs;
(vi) at the Closing, to the Escrow Agent an amount equal to $10,000,000 (the “Escrow Amount”) to be held in escrow in accordance with the Distribution Schedule delivered pursuant escrow agreement to Section 3.2(b)(ii)be entered into at Closing by the Shareholders Agent, by wire transfer of immediately available funds to such bank account(s) designated in writing by such Stockholder in its Letter of TransmittalParent, such Stockholder’s Common Stock Merger Consideration (less the applicable portion of the Stockholders’ Representative Expense Amount Buyer and the Escrow Amount) payable at the Closing Agent in respect of such Stockholder’s Shares (other than such Stockholder’s Dissenting Shares) in the amount set forth in such Distribution Schedule (based on the Estimated Purchase Price set forth in the Estimated Closing Statement); provided that, in each case, such Stockholder submits a letter of transmittal to the Company in substantially the form attached hereto as Exhibit E B (the “Escrow Agreement”); and
(vii) at the Closing, (A) to the depository or paying agent under the Debt Tender Offer, the amount required to fund the purchase of Notes validly tendered and not withdrawn pursuant to the Debt Tender Offer, or (B) if the conditions to the Debt Tender Offer have not been satisfied or waived, to a letter trust established under Section 8.01 of transmittal in such formthe Indenture, the amount required to fund the optional redemption of the Notes contemplated by Section 5 of the form of the Notes, as applicable.
(b) Parent and the Company shall take, or shall cause their respective Subsidiaries to take, the following actions:
(i) Immediately prior to the Closing, the Company shall contribute all of the outstanding shares of capital stock of PFGI to a newly formed Delaware limited liability company (“Letter of TransmittalNew Crunch LLC”), together with Stock Certificate(s) required by this Agreement (which Stock Certificate(s) shall be deemed delivered with respect a wholly-owned subsidiary of the Company, the documentation thereof being in form and substance reasonably acceptable to any Stock Certificate held or otherwise recorded in any digital stockholder management system) at least three (3) Business Days prior to each of Parent and the Closing Date; provided further, that a Stockholder may submit its Letter of Transmittal to the Surviving Corporation following the Closing Date and Parent shall make (or cause to be made) the payment described in this Section 3.3(a)(i) as promptly as practicable thereafter (and in no event later than five (5) Business Days after receipt thereof)Company;
(ii) to the Company, by wire transfer of immediately available funds to such bank account(s) designated in writing by the Company no less than two (2) Business Days prior to at the Closing, for the benefit of the Eligible Option Holders, the aggregate Option Merger Consideration (less the applicable portion of the Stockholders’ Representative Expense Amount and the Escrow Amount attributable to the Option Merger Consideration, in each case, as set forth in extent necessary to fund the Distribution Schedule) payable at the Closing to all Eligible Option Holders in the amount set forth in the Distribution Schedule (based on the Estimated Purchase Price set forth in the Estimated Closing Statement). The Company shall pay or cause to be paid to each Eligible Option Holder no later than the Company’s next scheduled date of payroll following the Closing the Option Merger Consideration to which such holder is entitled pursuant to Section 2.6 and in accordance with the Distribution Schedule with respect thereto, such payments to be made net by the Surviving Corporation pursuant to Section 3.3(a), Parent shall cause proceeds received as a result of any applicable withholding Tax; providedthe Financing, thatincluding the proceeds received by Parent from the Equity Financing and proceeds received by the Finance Sub from the Debt Financing, in each case, such Eligible Option Holder executes and delivers an Option Cancellation and Release Agreement to the Company prior to the Closing Date; provided, further, that an Eligible Option Holder may execute and deliver an Option Cancellation and Release Agreement be transferred to the Surviving Corporation within five (5) days following the Closing DateCorporation, and the Company shall make (Buyer or cause to be made) the payment described in this Section 3.3(a)(ii) PFGI, as promptly as practicable thereafter (and in no event later than the Company’s next scheduled payroll date following the receipt of such agreement by the Eligible Option Holder).applicable; and
(iii) to the Escrow Agent, by wire transfer of immediately available funds to such bank account designated in writing by the Escrow Agent, for deposit in an escrow account (the “Escrow Account”), the Escrow Amount, to be held in the Escrow Account and distributed by the Escrow Agent in accordance with the terms of the Escrow Agreement and this Agreement;
(iv) to the Stockholders’ Representative, by wire transfer of immediately available funds to a bank account(s) designated in writing by the Stockholders’ Representative prior to the Closing (such account, the “Stockholders’ Representative Expense Account”), the Stockholders’ Representative Expense Amount to be used as a fund to pay costs, fees and expenses incurred by the Stockholders’ Representative in its capacity as such on or after the Closing Date and which shall be paid or distributed at the direction of the Stockholders’ Representative in accordance with Section 3.4(h);
(v) (A) the Indebtedness Payoff Amount, on behalf of the Company to the lenders thereof in accordance with the Payoff Letters for the Specified Funded Indebtedness, and (B) the portion of the Contingent Payment Amount, if any, as indicated in the Estimated Closing Statement, which is owing based on the Common Stock Merger Consideration paid at the Closing, Finance Sub shall be merged with and into New Crunch LLC (the Option Merger Consideration paid at “Subsidiary Merger”) in such a manner that New Crunch LLC shall be the Closing, as indicated on surviving entity (the Estimated Closing Statement to the bank account(s“Subsidiary Surviving Company”) designated in writing by the Company prior to the Closing on behalf and shall become an indirect wholly-owned Subsidiary of the Persons entitled to receive such portion of Company, the Contingent Payment; and
(vi) the applicable portion of the Estimated Transaction Expenses (other than the ▇▇▇▇▇▇▇▇ Set Aside Amount), by wire transfer of immediately available funds, documentation thereof being in form and substance reasonably acceptable to each of the payees thereof (on behalf of Parent and the Company) in accordance with the Payoff Letters or Invoices delivered by the Company (and the wiring instructions set forth therein) no less than three (3) Business Days prior to the Closing; provided, however, that to the extent that any unpaid Estimated Transaction Expenses are compensatory, then Parent shall pay or cause to be paid such amounts to the Company or the appropriate Company Subsidiary, as specified by the Company in writing no later than two (2) Business Days prior to the Closing Date, for further distribution through the appropriate payroll system, subject to applicable payroll and withholding taxes, to the designated service provider recipients, and (B) no amount in respect of the ▇▇▇▇▇▇▇▇ Bonus Letter shall be paid at the Closing to ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, and the ▇▇▇▇▇▇▇▇ Set Aside Amount shall be paid and distributed in accordance with Section 3.5.
(b) Parent, the Stockholders’ Representative and the Escrow Agent shall execute and deliver the Escrow Agreement.
(c) The Stockholders’ Representative shall deliver to Parent each Option Cancellation and Release Agreement that has been duly executed by the Company and each Option Holder prior to the Closing.
(d) The Company shall deliver to Parent the Payoff Letters in respect of the Indebtedness Payoff Amount, duly executed by the holders of such Specified Funded Indebtedness.
Appears in 1 contract
Closing Actions. At i. Incomnet shall concurrently herewith deliver to Ciera at the Closing,
(a) Parent shall pay or cause to be paid:
(i) to each holder Facilities all of a Share converted into the right to receive the Common Stock Merger Consideration Assets, free and clear of all Encumbrances, pursuant to Section 2.4(a) in accordance with the Distribution Schedule delivered pursuant to Section 3.2(b)(ii), by wire transfer form of immediately available funds to such bank account(s) designated in writing by such Stockholder in its Letter bill of Transmittal, such Stockholder’s Common Stock Merger Consideration (less the applicable portion of the Stockholders’ Representative Expense Amount sale attached heret▇ ▇▇ Exhibit "A" and the Escrow Amount) payable at the Closing in respect form of such Stockholder’s Shares (other than such Stockholder’s Dissenting Shares) in the amount set forth in such Distribution Schedule (based on the Estimated Purchase Price set forth in the Estimated Closing Statement); provided that, in each case, such Stockholder submits a letter of transmittal to the Company in the form assignment and assumption agreement attached hereto as Exhibit E "B" (a letter of transmittal in such form, a “Letter of Transmittal”), together with Stock Certificate(s) required by this Agreement (which Stock Certificate(s) shall be deemed delivered with respect to any Stock Certificate held or otherwise recorded in any digital stockholder management system) at least three (3) Business Days prior to the Closing Date; provided further, that a Stockholder may submit its Letter of Transmittal to the Surviving Corporation following the Closing Date "Assignment and Parent shall make (or cause to be made) the payment described in this Section 3.3(a)(i) as promptly as practicable thereafter (and in no event later than five (5) Business Days after receipt thereofAssumption Agreement");
(ii) to . Incomnet shall promptly file with the Company, by wire transfer Secretary of immediately available funds to such bank account(s) designated in writing by the Company no less than two (2) Business Days prior to the Closing, for the benefit State of the Eligible Option HoldersState of Delaware an amendment to its certificate of incorporation, changing the aggregate Option Merger Consideration (less the applicable portion name of the Stockholders’ Representative Expense Amount and the Escrow Amount attributable to the Option Merger Consideration, in each case, as set forth in the Distribution Schedule) payable at the Closing to all Eligible Option Holders in the amount set forth in the Distribution Schedule (based on the Estimated Purchase Price set forth in the Estimated Closing Statement). The Company shall pay or cause to be paid to each Eligible Option Holder no later than the Company’s next scheduled date of payroll following the Closing the Option Merger Consideration to which such holder is entitled pursuant to Section 2.6 and in accordance with the Distribution Schedule with respect thereto, such payments to be made net of any applicable withholding Tax; provided, that, in each case, such Eligible Option Holder executes and delivers an Option Cancellation and Release Agreement to the Company prior to the Closing Date; provided, further, that an Eligible Option Holder may execute and deliver an Option Cancellation and Release Agreement to the Surviving Corporation within five (5) days following the Closing DateIncomnet, and the Company shall make (or cause to be made) the payment described in this Section 3.3(a)(ii) as promptly as practicable thereafter (and in no event later than the Company’s next scheduled payroll date following the receipt upon receipt, provide evidence of such agreement by the Eligible Option Holder).filing to Ciera; and
(iii) to the Escrow Agent, by wire transfer of immediately available funds to such bank account designated in writing by the Escrow Agent, for deposit in an escrow account (the “Escrow Account”), the Escrow Amount, to be held in the Escrow Account and distributed by the Escrow Agent in accordance with the terms of the Escrow Agreement and this Agreement;
(iv) to the Stockholders’ Representative, by wire transfer of immediately available funds to a bank account(s) designated in writing by the Stockholders’ Representative prior to the Closing (such account, the “Stockholders’ Representative Expense Account”), the Stockholders’ Representative Expense Amount to be used as a fund to pay costs, fees and expenses incurred by the Stockholders’ Representative in its capacity as such on or after the Closing Date and which . Incomnet shall be paid or distributed at the direction of the Stockholders’ Representative in accordance with Section 3.4(h);
(v) concurrently herewith cause (A) the Indebtedness Payoff Amount, on behalf of the Company liens held by Gold & Appel and Seller Stockholder (▇▇▇ any other liens held by any other Person) to the lenders thereof in accordance with the Payoff Letters for the Specified Funded Indebtednessbe released, and (B) if necessary, the filing of all necessary UCC termination statements to evidence the termination of such liens.
i. Ciera shall concurrently herewith assume from Incomnet all of the Assumed Liabilities pursuant to the form of Assignment and Assumption Agreement;
ii. Ciera shall concurrently herewith pay to Incomnet $1,750,000.00 in immediately available funds (the "Cash Consideration"). At Incomnet's request, the Cash Consideration may be wired directly to Incomnet's senior secured creditor in satisfaction of a portion of Incomnet's senior secured debt;
iii. Ciera shall concurrently herewith deliver to Incomnet a promissory note in the Contingent Payment Amountprincipal amount of $750,000 (the "Note"), which Note shall bear interest at the rate of eight percent (8%) per annum and shall be due and payable as follows:
(1) monthly installments of interest only, due and payable on the same day of each of the first, second and third months after the Effective Date, (2) monthly installments of $50,000 each, due and payable on the same day of each of the fourth and fifth months after the Effective Date, to be applied first to interest and the remainder, if any, as indicated in to principal, and (3) one final payment of the Estimated Closing Statemententire outstanding principal balance of the Note, which is owing based together with all accrued but unpaid interest thereon, on the Common Stock Merger Consideration paid at date that is six months after the Closing, and the Option Merger Consideration paid at the Closing, as indicated Effective Date. The Note shall be secured by a second lien on the Estimated Closing Statement Accounts Receivable, subordinated to the bank account(s) designated in writing by the Company prior to the Closing on behalf liens of the Persons entitled to receive such portion of the Contingent PaymentCiera's senior secured lender, RFC Capital Corporation; and
iv. GlobalCom shall concurrently herewith issue and deliver to Incomnet 125,000 shares of common stock of GlobalCom, par value $.001 per share (vi) the applicable portion "GlobalCom Stock"). Ciera and GlobalCom acknowledge and agree that Incomnet shall have the right to transfer and assign all of its rights, titles and interests in and to the Estimated Transaction Expenses (other than Cash Consideration, the ▇▇▇▇▇▇▇▇ Set Aside Amount), by wire transfer of immediately available funds, to each of the payees thereof (on behalf of the Company) in accordance with the Payoff Letters or Invoices delivered by the Company (Note and the wiring instructions set forth therein) no less than three (3) Business Days prior GlobalCom Stock to the Closing; provided, however, that to the extent that any unpaid Estimated Transaction Expenses are compensatory, then Parent shall pay or cause to be paid such amounts to the Company or the appropriate Company Subsidiary, as specified by the Company in writing no later than two (2) Business Days prior to the Closing Date, for further distribution through the appropriate payroll system, subject to applicable payroll and withholding taxes, to the designated service provider recipients, and (B) no amount in respect of the ▇▇▇▇▇▇▇▇ Bonus Letter shall be paid at the Closing to ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, and the ▇▇▇▇▇▇▇▇ Set Aside Amount shall be paid and distributed in accordance with Section 3.5Seller Stockholder.
(b) Parent, the Stockholders’ Representative and the Escrow Agent shall execute and deliver the Escrow Agreement.
(c) The Stockholders’ Representative shall deliver to Parent each Option Cancellation and Release Agreement that has been duly executed by the Company and each Option Holder prior to the Closing.
(d) The Company shall deliver to Parent the Payoff Letters in respect of the Indebtedness Payoff Amount, duly executed by the holders of such Specified Funded Indebtedness.
Appears in 1 contract
Closing Actions. At the Closing,:
(a) Parent shall pay or cause to be paidSeller shall:
(i) execute, acknowledge and deliver to each holder of Buyer a Share converted into the right to receive the Common Stock Merger Consideration pursuant to Section 2.4(a) in accordance with the Distribution Schedule delivered pursuant to Section 3.2(b)(ii), by wire transfer of immediately available funds to such bank account(s) designated in writing by such Stockholder in its Letter of Transmittal, such Stockholder’s Common Stock Merger Consideration (less the applicable portion conveyance of the Stockholders’ Representative Expense Amount and the Escrow Amount) payable at the Closing in respect of such Stockholder’s Shares (other than such Stockholder’s Dissenting Shares) in the amount set forth in such Distribution Schedule (based on the Estimated Purchase Price set forth in the Estimated Closing Statement); provided thatAssets, in each case, such Stockholder submits a letter of transmittal to the Company in the form attached hereto as Exhibit E C (a letter with Exhibits A and B attached thereto), effective as to runs of transmittal in such form, a oil as of the Effective Date (the “Letter of TransmittalConveyance”); and
(ii) deliver to Buyer such other bills of sale, together with Stock Certificate(sassignments, documents and other instruments of transfer and conveyance as may reasonably be requested by Buyer, each in form and substance satisfactory to Buyer and Seller; and
(iii) execute and deliver to Buyer mutually agreeable transfer orders or letters in lieu thereof, directing the applicable operator to make payment of proceeds attributable to production from the Oil Producing Properties after the Effective Date to Buyer; and
(iv) execute and deliver to Buyer necessary governmental form assignments for any federal or state leases included in Exhibit A, each in form and substance satisfactory to Buyer and Seller; and
(v) subject to Section 9.1, execute and deliver to Buyer the necessary documents required by this Agreement applicable Governmental Authorities, or to address Operator Transfer Restrictions, for the change of operator from Seller to Buyer for the Operated Assets, and execute and deliver the necessary documents to assign (which Stock Certificate(sor partially assign, as applicable) shall be deemed delivered the operator-related Contracts or Permits with respect to any Stock Certificate held or otherwise recorded the Operated Assets;
(vi) deliver to Buyer a non-foreign affidavit, as such affidavit is referred to in any digital stockholder management systemSection 1445(b)(2) at least three (3) Business Days prior to of the Code, dated as of the Closing Date; provided further, that a Stockholder may submit its Letter of Transmittal to the Surviving Corporation following the Closing Date and Parent shall make (or cause to be made) the payment described in this Section 3.3(a)(i) as promptly as practicable thereafter (and in no event later than five (5) Business Days after receipt thereof);and
(iivii) to the Company, by wire transfer of immediately available funds to such bank account(s) designated in writing by the Company no less than two (2) Business Days prior to the Closing, for the benefit turn over possession of the Eligible Option Holders, the aggregate Option Merger Consideration (less the applicable portion of the Stockholders’ Representative Expense Amount and the Escrow Amount attributable to the Option Merger Consideration, in each case, as set forth in the Distribution Schedule) payable at the Closing to all Eligible Option Holders in the amount set forth in the Distribution Schedule (based on the Estimated Purchase Price set forth in the Estimated Closing Statement). The Company shall pay or cause to be paid to each Eligible Option Holder no later than the Company’s next scheduled date of payroll following the Closing the Option Merger Consideration to which such holder is entitled pursuant to Section 2.6 and in accordance with the Distribution Schedule with respect thereto, such payments to be made net of any applicable withholding Tax; provided, that, in each case, such Eligible Option Holder executes and delivers an Option Cancellation and Release Agreement to the Company prior to the Closing Date; provided, further, that an Eligible Option Holder may execute and deliver an Option Cancellation and Release Agreement to the Surviving Corporation within five (5) days following the Closing Date, and the Company shall make (or cause to be made) the payment described in this Section 3.3(a)(ii) as promptly as practicable thereafter (and in no event later than the Company’s next scheduled payroll date following the receipt of such agreement by the Eligible Option Holder).
(iii) to the Escrow Agent, by wire transfer of immediately available funds to such bank account designated in writing by the Escrow Agent, for deposit in an escrow account (the “Escrow Account”), the Escrow Amount, to be held in the Escrow Account and distributed by the Escrow Agent in accordance with the terms of the Escrow Agreement and this Agreement;
(iv) to the Stockholders’ Representative, by wire transfer of immediately available funds to a bank account(s) designated in writing by the Stockholders’ Representative prior to the Closing (such account, the “Stockholders’ Representative Expense Account”), the Stockholders’ Representative Expense Amount to be used as a fund to pay costs, fees and expenses incurred by the Stockholders’ Representative in its capacity as such on or after the Closing Date and which shall be paid or distributed at the direction of the Stockholders’ Representative in accordance with Section 3.4(h);
(v) (A) the Indebtedness Payoff Amount, on behalf of the Company to the lenders thereof in accordance with the Payoff Letters for the Specified Funded Indebtedness, and (B) the portion of the Contingent Payment Amount, if any, as indicated in the Estimated Closing Statement, which is owing based on the Common Stock Merger Consideration paid at the Closing, and the Option Merger Consideration paid at the Closing, as indicated on the Estimated Closing Statement to the bank account(s) designated in writing by the Company prior to the Closing on behalf of the Persons entitled to receive such portion of the Contingent PaymentAssets; and
(viviii) within fourteen (14) days after Closing, deliver to Buyer the applicable portion of the Estimated Transaction Expenses (other than the ▇▇▇▇▇▇▇▇ Set Aside AmountRecords described in Section 2.1(f), by wire transfer of immediately available funds, to each of the payees thereof (on behalf of the Company) in accordance with the Payoff Letters or Invoices delivered by the Company (and the wiring instructions set forth therein) no less than three (3) Business Days prior to the Closing; provided, however, that to the extent that any unpaid Estimated Transaction Expenses are compensatory, then Parent shall pay or cause to be paid such amounts to the Company or the appropriate Company Subsidiary, as specified by the Company in writing no later than two (2) Business Days prior to the Closing Date, for further distribution through the appropriate payroll system, subject to applicable payroll and withholding taxes, to the designated service provider recipients, and (B) no amount in respect of the ▇▇▇▇▇▇▇▇ Bonus Letter shall be paid at the Closing to ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, and the ▇▇▇▇▇▇▇▇ Set Aside Amount shall be paid and distributed in accordance with Section 3.5.
(b) ParentBuyer shall:
(i) deliver to the Seller, by wire transfer to an account designated by Seller in a bank located in the Stockholders’ Representative United States, an amount equal to the Purchase Price minus the Deposit ; and
(ii) execute, acknowledge and deliver to Seller the Escrow Agent shall Conveyance; and
(iii) execute necessary governmental form assignments for federal leases included in Exhibit A, each in form and substance satisfactory to Buyer and Seller; and
(iv) subject to Section 9.1, execute and deliver to Seller the necessary documents required by applicable Governmental Authorities or to address Operator Transfer Restrictions for the change of operator from Seller to Buyer for the Operated Assets, and execute and deliver the Escrow Agreementnecessary documents to assign (or partially assign, as applicable) the operator-related Contracts or Permits with respect to the Operated Assets.
(c) The Stockholders’ Representative shall Seller Shareholder shall:
(i) along with Seller, execute, acknowledge and deliver to Parent each Option Cancellation Buyer a conveyance of the Assets, in the form attached hereto as Exhibit C (with Exhibits A and Release Agreement that has been duly executed by B attached thereto), effective as to runs of oil as of the Company and each Option Holder prior to Effective Date (the Closing.“Conveyance”); and
(dii) The Company shall deliver to Parent the Payoff Letters Buyer such other bills of sale, assignments, documents and other instruments of transfer and conveyance as may reasonably be requested by Buyer, each in respect of the Indebtedness Payoff Amount, duly executed by the holders of such Specified Funded Indebtednessform and substance satisfactory to Buyer and Seller.
Appears in 1 contract
Closing Actions. At the Closing,:
(a) Parent shall pay or cause to be paidThe Purchaser shall:
(i) to each holder consummate the conversion of a Share converted all issued and outstanding Class B Ordinary Shares held by the Purchaser Sponsor into the right to receive the Common Stock Merger Consideration pursuant to Section 2.4(a) Class A Ordinary Shares in accordance with the Distribution Schedule delivered pursuant terms of the Purchaser Constitutional Documents; provided that the number of Class A Ordinary Shares to Section 3.2(b)(ii)be issued in such conversion shall not exceed 7,500,000;
(ii) pay to the Sellers, by wire transfer of immediately available funds to such bank the account(s) designated in writing by such Stockholder in its Letter of Transmittal, such Stockholder’s Common Stock Merger Consideration (less the applicable portion of the Stockholders’ Representative Expense Amount and the Escrow Amount) payable at the Closing in respect of such Stockholder’s Shares (other than such Stockholder’s Dissenting Shares) in the amount set forth in such Distribution Schedule (based on the Estimated Purchase Price set forth in the Estimated Closing Statement); provided that, in each case, such Stockholder submits a letter of transmittal to the Company in the form attached hereto as Exhibit E (a letter of transmittal in such form, a “Letter of Transmittal”), together with Stock Certificate(s) required by this Agreement (which Stock Certificate(s) shall be deemed delivered with respect to any Stock Certificate held or otherwise recorded in any digital stockholder management system) at least three (3) Business Days prior to the Closing Date; provided further, that a Stockholder may submit its Letter of Transmittal to the Surviving Corporation following the Closing Date and Parent shall make (or cause to be made) the payment described in this Section 3.3(a)(i) as promptly as practicable thereafter (and in no event later than five (5) Business Days after receipt thereof);
(ii) to the Company, by wire transfer of immediately available funds to such bank account(s) designated specified in writing by the Company no less than Sellers delivered to the Purchaser at least two (2) Business Days prior to the Closing, for an aggregate amount equal to (A) the benefit Base Cash Consideration, plus (B) the estimated Adjustment Amount set forth in the Estimated Adjustment Statement, if positive, or less (C) the absolute value of the Eligible Option Holdersestimated Adjustment Amount set forth in the Estimated Adjustment Statement, if negative;
(iii) (A) issue to the aggregate Option Merger Consideration accounts designated in writing prior to Closing by the Sellers the Purchaser Ordinary Shares Consideration, free and clear of all Liens (less except Liens consisting of any restrictions on transfer generally arising under the applicable portion securities Laws), and (B) make appropriate book entries by updating the register of members of the Stockholders’ Representative Expense Amount Purchaser (in the names designated by the Sellers in writing prior to Closing) evidencing the issuance to the Sellers of the Purchaser Ordinary Shares Consideration; provided, however, in no instance shall the Purchaser have any obligation to issue any of the Purchaser Ordinary Shares Consideration to or in the name of any Person not signatory hereto;
(iv) deliver to the Sellers a counterpart to the Investors Agreement, duly executed by the Purchaser;
(v) deliver to the Sellers the certificate contemplated by Section 8.3(d);
(vi) deliver a certificate from an authorized officer of the Purchaser certifying that (i) the Purchaser has made all necessary arrangements with the Trustee to cause the Trustee to disburse all of the funds contained in the Trust Account available to the Purchaser for payment of the Aggregate Cash Obligations and (ii) there is no Action pending or threatened by any Person (not including the Sellers and their Affiliates) with respect to or against the Trust Account that would reasonably be expected to have a Purchaser Material Adverse Effect;
(vii) deliver to the Sellers a counterpart of the B▇▇▇ of Sale and Assignment, duly executed by the Purchaser; and
(viii) deliver to the Sellers a counterpart of the Escrow Amount attributable Agreement, duly executed by the Purchaser.
(b) The Sellers shall:
(i) deliver, or cause to be delivered, to the Option Merger ConsiderationPurchaser, to the extent that the Transferred Equity Interests are certificated, certificates evidencing such Transferred Equity Interests, duly endorsed in blank or accompanied by stock powers duly executed in blank and, in any case, other duly executed instruments of transfer as required to validly transfer title in and to all the Transferred Equity Interests in book-entry form free and clear of all Liens (other than any restrictions arising under the Transferred Entities’ Organizational Documents made available to the Purchaser or applicable securities Laws or Liens created by the Purchaser);
(ii) deliver to the Purchaser a copy of the shareholders resolutions approving the Purchaser as a shareholder of Merisant Luxembourg;
(iii) deliver to the Purchaser a copy of the notification letter sent by the Sellers to Merisant Luxembourg informing Merisant Luxembourg of the transfer of the Transferred Equity Interests from the Sellers to the Purchaser and requesting Merisant Luxembourg to record such transfer in the shareholders register of Merisant Luxembourg and to perform the necessary filing with the Luxembourg trade register, duly countersigned by Merisant Luxembourg for acknowledgment and acceptance;
(iv) deliver to the Purchaser a copy of the shareholders register of Merisant Luxembourg recording the transfer of the Transferred Equity Interests to the Purchaser with effect as at the Closing Date;
(v) deliver to the Purchaser the certificate contemplated by Section 8.2(c);
(vi) deliver to the Purchaser a duly executed certificate of non-foreign status from the Sellers stating that in each case it is a United States Person within the meaning of Section 7701(a)(30) of the Code, substantially in the form of the sample certification set forth in Treasury Regulations Section 1.1445-2(b)(2)(iv)(B);
(vii) deliver to the Purchaser written resignations or evidence of removal (in each case, effective as of the Closing) of each corporate director or officer of the Acquired Companies in his or her capacity as such, in each case, other than as set forth the Purchaser shall have requested in the Distribution Schedule) payable writing at the Closing to all Eligible Option Holders in the amount set forth in the Distribution Schedule (based on the Estimated Purchase Price set forth in the Estimated Closing Statement). The Company shall pay or cause to be paid to each Eligible Option Holder no later than the Company’s next scheduled date of payroll following the Closing the Option Merger Consideration to which such holder is entitled pursuant to Section 2.6 and in accordance with the Distribution Schedule with respect thereto, such payments to be made net of any applicable withholding Tax; provided, that, in each case, such Eligible Option Holder executes and delivers an Option Cancellation and Release Agreement to the Company prior to the Closing Date; provided, further, that an Eligible Option Holder may execute and deliver an Option Cancellation and Release Agreement to the Surviving Corporation within least five (5) days following Business Days before the Closing Date, and the Company shall make (or cause to be made) the payment described in this Section 3.3(a)(ii) as promptly as practicable thereafter (and in no event later than the Company’s next scheduled payroll date following the receipt of such agreement by the Eligible Option Holder).
(iii) to the Escrow Agent, by wire transfer of immediately available funds to such bank account designated in writing by the Escrow Agent, for deposit in an escrow account (the “Escrow Account”), the Escrow Amount, to be held in the Escrow Account and distributed by the Escrow Agent in accordance with the terms of the Escrow Agreement and this Agreement;
(ivviii) deliver to the Stockholders’ Representative, by wire transfer of immediately available funds to Purchaser a bank account(s) designated in writing by the Stockholders’ Representative prior to the Closing (such account, the “Stockholders’ Representative Expense Account”), the Stockholders’ Representative Expense Amount to be used as a fund to pay costs, fees and expenses incurred by the Stockholders’ Representative in its capacity as such on or after the Closing Date and which shall be paid or distributed at the direction of the Stockholders’ Representative in accordance with Section 3.4(h);
(v) (A) the Indebtedness Payoff Amount, on behalf of the Company to the lenders thereof in accordance with the Payoff Letters for the Specified Funded Indebtedness, and (B) the portion of the Contingent Payment Amount, if any, as indicated in the Estimated Closing Statement, which is owing based on the Common Stock Merger Consideration paid at the Closing, and the Option Merger Consideration paid at the Closing, as indicated on the Estimated Closing Statement to the bank account(s) designated in writing by the Company prior to the Closing on behalf of the Persons entitled to receive such portion of the Contingent Payment; and
(vi) the applicable portion of the Estimated Transaction Expenses (other than the ▇▇▇▇▇▇▇▇ Set Aside Amount), by wire transfer of immediately available funds, counterpart to each of the payees thereof (on behalf of the Company) in accordance with the Payoff Letters or Invoices delivered by the Company (and the wiring instructions set forth therein) no less than three (3) Business Days prior to the Closing; provided, however, that to the extent that any unpaid Estimated Transaction Expenses are compensatory, then Parent shall pay or cause to be paid such amounts to the Company or the appropriate Company Subsidiary, as specified by the Company in writing no later than two (2) Business Days prior to the Closing Date, for further distribution through the appropriate payroll system, subject to applicable payroll and withholding taxes, to the designated service provider recipients, and (B) no amount in respect of the ▇▇▇▇▇▇▇▇ Bonus Letter shall be paid at the Closing to ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, and the ▇▇▇▇▇▇▇▇ Set Aside Amount shall be paid and distributed in accordance with Section 3.5.
(b) Parent, the Stockholders’ Representative and the Escrow Agent shall execute and deliver the Escrow Investors Agreement.
(c) The Stockholders’ Representative shall deliver to Parent each Option Cancellation and Release Agreement that has been duly executed by the Company and each Option Holder prior to the Closing.
(d) The Company shall deliver to Parent the Payoff Letters in respect of the Indebtedness Payoff Amount, duly executed by the holders Sellers;
(ix) deliver to the Purchaser a counterpart of the B▇▇▇ of Sale and Assignment, duly executed by the Sellers;
(x) sell, convey, assign, transfer and deliver to the Purchaser the Transferred Assets and Liabilities and deliver any instruments of transfer necessary to evidence the transfer of Mafco Foreign Holdings’s right, title and interest in the Transferred Assets and Liabilities, pursuant to and in accordance with this Agreement duly executed by Mafco Foreign Holdings, to the extent applicable;
(xi) deliver to the Purchaser a counterpart to the Escrow Agreement, duly executed by the Sellers;
(xii) copies of the payoff letters required by Section 5.20; and
(xiii) deliver to the Purchaser such Specified Funded Indebtednessadditional certificates, resolutions, instruments, agreements and affidavits as may be reasonably requested by the Purchaser or necessary for the completion of the Debt Financing as evidence that as of immediately prior to the Closing, the Sellers collectively own, directly or indirectly, all of the issued and outstanding equity interests of the Acquired Companies listed on Section 2.4(b)(xiii) of the Sellers Disclosure Schedule.
Appears in 1 contract
Sources: Purchase Agreement (Act II Global Acquisition Corp.)
Closing Actions. At Simultaneously with, or immediately following, this Agreement becoming effective, the Closing,respective parties thereto shall enter into each other Transaction Document and the following actions shall be taken and the following deliveries shall be made (such actions and deliveries, the “Closing Actions”):
(a) Parent First, LIN-Texas shall contribute to Station Venture, and Station Venture shall accept from LIN-Texas, $100,000,000.
(b) Second, in partial payment of the Loan (as defined in the Credit Agreement), Station Venture shall pay or cause to be paid:
GE Capital an aggregate amount equal to (i) to each holder $100,000,000 plus (ii) the amount of a Share converted into accrued but unpaid interest under the right to receive Credit Agreement as of the Common Stock Merger Consideration pursuant to Section 2.4(a) date of this Agreement (the payment of the amount described in accordance with the Distribution Schedule delivered pursuant to Section 3.2(b)(iiclause (ii), by wire transfer of immediately available funds to such bank account(s) designated in writing by such Stockholder in its Letter of Transmittal, such Stockholder’s Common Stock Merger Consideration (less the applicable portion of the Stockholders’ Representative Expense Amount and the Escrow Amount) payable at the Closing in respect of such Stockholder’s Shares (other than such Stockholder’s Dissenting Shares) in the amount set forth in such Distribution Schedule (based on the Estimated Purchase Price set forth in the Estimated Closing Statement“Interest Payment”); provided that, in each case, such Stockholder submits a letter of transmittal if GE and LIN would be obligated pursuant to the Company in the form attached hereto as Exhibit E (a letter of transmittal in such form, a “Letter of Transmittal”), together with Stock Certificate(s) required by this Agreement (which Stock Certificate(s) shall be deemed delivered with respect to any Stock Certificate held or otherwise recorded in any digital stockholder management system) at least three (3) Business Days prior to the Closing Date; provided further, that a Stockholder may submit its Letter of Transmittal to the Surviving Corporation following the Closing Date and Parent shall make (or cause to be made) the payment described in this Section 3.3(a)(i) as promptly as practicable thereafter (and in no event later than five (5) Business Days after receipt thereof);
(ii) to the Company, by wire transfer of immediately available funds to such bank account(s) designated in writing by the Company no less than two (2) Business Days prior to the Closing, for the benefit of the Eligible Option Holders, the aggregate Option Merger Consideration (less the applicable portion of the Stockholders’ Representative Expense Amount GE Shortfall Funding Agreements and the Escrow Amount attributable LIN Shortfall Funding Agreements, respectively, to the Option Merger Consideration, in each case, as set forth in the Distribution Schedule) payable at the Closing to all Eligible Option Holders in the amount set forth in the Distribution Schedule (based on the Estimated Purchase Price set forth in the Estimated Closing Statement). The Company shall pay or cause to be paid to each Eligible Option Holder no later than the Company’s next scheduled date of payroll following the Closing the Option Merger Consideration to which such holder is entitled pursuant to Section 2.6 and in accordance with the Distribution Schedule with respect thereto, such payments to be made net of any applicable withholding Tax; provided, that, in each case, such Eligible Option Holder executes and delivers an Option Cancellation and Release Agreement to the Company prior to the Closing Date; provided, further, that an Eligible Option Holder may execute and deliver an Option Cancellation and Release Agreement to the Surviving Corporation within five (5) days following the Closing Date, and the Company shall make (or cause to be made) the payment described in this Section 3.3(a)(ii) as promptly as practicable thereafter (and in no event later than the Company’s next scheduled payroll date following the receipt of such agreement by the Eligible Option Holder).
(iii) to the Escrow Agent, by wire transfer of immediately available funds to such bank account designated in writing by the Escrow Agent, for deposit in an escrow account (the “Escrow Account”), the Escrow Amount, to be held in the Escrow Account and distributed by the Escrow Agent in accordance with the terms of the Escrow Agreement and this Agreement;
(iv) to the Stockholders’ Representative, by wire transfer of immediately available funds to a bank account(s) designated in writing by the Stockholders’ Representative prior to the Closing (such account, the “Stockholders’ Representative Expense Account”), the Stockholders’ Representative Expense Amount to be used as a fund to pay costs, fees and expenses incurred by the Stockholders’ Representative in its capacity as such on or after the Closing Date and which shall be paid or distributed at the direction of the Stockholders’ Representative in accordance with Section 3.4(h);
(v) (A) the Indebtedness Payoff Amount, on behalf of the Company to the lenders thereof in accordance with the Payoff Letters for the Specified Funded Indebtedness, and (B) the portion of the Contingent Payment Amount, if any, as indicated in the Estimated Closing Statement, which is owing based on the Common Stock Merger Consideration paid at the Closing, and the Option Merger Consideration paid at the Closing, as indicated on the Estimated Closing Statement to the bank account(s) designated in writing by the Company prior to the Closing on behalf of the Persons entitled to receive such portion of the Contingent Payment; and
(vi) the applicable portion of the Estimated Transaction Expenses (other than the ▇▇▇▇▇▇▇▇ Set Aside Amount), by wire transfer of immediately available funds, to each of the payees thereof (on behalf of the Company) in accordance with the Payoff Letters or Invoices delivered by the Company (and the wiring instructions set forth therein) no less than three (3) Business Days prior to the Closing; provided, however, that to the extent that any unpaid Estimated Transaction Expenses are compensatory, then Parent shall pay or cause to be paid such amounts to the Company or the appropriate Company Subsidiary, as specified by the Company in writing no later than two (2) Business Days prior to the Closing Date, for further distribution through the appropriate payroll system, subject to applicable payroll and withholding taxes, to the designated service provider recipients, and (B) no amount Station Venture in respect of the ▇▇▇▇▇▇▇▇ Bonus Letter Interest Payment (assuming that the Interest Payment was payable on the date of this Agreement under the Credit Agreement), then (x) NBCH shall be paid at pay to Station Venture an amount equal to the Closing aggregate amount payable by GE and LIN pursuant to ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, the GE Shortfall Funding Agreements and the ▇▇▇▇▇▇▇▇ Set Aside Amount LIN Shortfall Funding Agreements, respectively, in respect of the Interest Payment and (y) Station Venture shall be paid issue a promissory note payable to NBCH in the amount of NBCH’s payment pursuant to the foregoing clause (x). For all purposes of this Agreement, (1) the payment made pursuant to clause (x) of the immediately preceding sentence shall constitute a GE Shortfall Funding and distributed in accordance with Section 3.5.
(b2) Parent, the Stockholders’ Representative and promissory note issued pursuant to clause (y) of the Escrow Agent immediately preceding sentence shall execute and deliver the Escrow constitute a GE Shortfall Funding Agreement.
(c) The Stockholders’ Representative Third, without limiting Section 5.04(a), each of GE Capital and Lone Star (i) shall deliver (and, subject to Parent each Option Cancellation Section 2.02, hereby does pursuant to this Agreement) fully, irrevocably and Release unconditionally release and discharge LIN from its obligations under the Guarantee and LIN-Texas from its obligations under the Guarantor Pledge Agreement and (ii) acknowledges and agrees that has been duly executed the Guarantee and Guarantor Pledge Agreement shall be (and, subject to Section 2.02, hereby are pursuant to this Agreement) terminated and LIN and LIN-Texas shall have no further liability or obligation thereunder and no action shall be required by the Company and each Option Holder prior any other Person to the Closingeffect such terminations.
(d) The Company Fourth, GE Capital and Lone Star shall deliver sell and assign to Parent NBCU I, and NBCU I shall purchase and assume from GE Capital and Lone Star, pursuant to the Payoff Letters GE Capital Assignment and Assumption Agreement, all of the rights and obligations of GE Capital and Lone Star, as applicable, under the Credit Agreement, the Venture Pledge Agreement, the Venture Security Agreement and the LP Security Agreement (including all related pledges, guarantees, security agreements and related rights), and in consideration therefor NBCU I shall pay to GE Capital $602,000,000. For the avoidance of doubt, NBCU I shall not acquire any rights under the Guarantee, the Guarantor Pledge Agreement or any Affiliate Arrangements.
(e) Fifth, GE Capital shall take all actions, to the extent set forth in Section 5.01(c)(ii), to transfer to NBCU I collateral pledged under the Venture Pledge Agreement, the Venture Security Agreement and the LP Security Agreement.
(f) Sixth, NBCH shall (and, subject to Section 2.02, hereby does pursuant to this Agreement) transfer and assign to NBCU I, and NBCU I shall (and, subject to Section 2.02, hereby does pursuant to this Agreement) acquire and assume from NBCH, all of NBCH’s rights in respect of the Indebtedness Payoff AmountGE Shortfall Funding Agreements and the GE Shortfall Fundings and NBCH shall deliver to NBCU I each of the related promissory notes as set forth in Section 5.01(c)(iv), duly executed by or an affidavit of lost note in relation to same, and in consideration therefor NBCU I shall pay to NBCH $1.00.
(g) Seventh, without limiting Section 5.04(a), GE shall (and, subject to Section 2.02, hereby does pursuant to this Agreement) fully, irrevocably and unconditionally waive all of its and its Affiliates’ rights in respect of the holders NBCU Shortfall Funding Agreements and the NBCU Shortfall Fundings, including all rights under the Master Agreement (including numbered paragraph 1 of such Specified Funded IndebtednessSection 6.26(c) of the NBCU Disclosure Letter (as defined therein)), and in consideration therefor NBCU I shall pay to NBCH $1.00.
(h) Eighth, LIN Television and LIN-Texas shall transfer and assign to NBCU I, and NBCU I shall acquire and assume from LIN Television and LIN-Texas, pursuant to the LIN Assignment and Assumption Agreement, all of LIN Television’s and LIN-Texas’ rights in respect of the LIN Shortfall Funding Agreements and the LIN Shortfall Fundings, and LIN shall cause to be delivered to NBCU I each of the related promissory notes as set forth in Section 5.01(c)(v), and in consideration therefor NBCU I shall pay to LIN $1.00.
(i) Ninth, LIN-Texas shall transfer and assign to NBCU I and NBCU II, and NBCU I and NBCU II shall acquire and assume from LIN-Texas, respectively, pursuant to the LIN Assignment and Assumption Agreement, 95.1% and 4.9% of the LIN-Texas LLC Interests, and in consideration therefor NBCU I and NBCU II shall pay to LIN-Texas $1.00.
Appears in 1 contract
Sources: Transaction Agreement (Lin Tv Corp.)