Combination Transactions Sample Clauses

Combination Transactions. (i) At the Closing (A) SPAC shall contribute to OpCo (1) all of its assets (excluding its interests in OpCo and the SPAC Shareholder Redemption Amount), including, for the avoidance of doubt, the Available Cash, and (2) a number of shares of newly issued SPAC Class V Common Stock equal to the number of Seller OpCo Units (such shares, the “Seller Class V Shares”) and (B) in exchange therefor, OpCo shall issue to SPAC (1) a number of OpCo Units which shall equal the number of total shares of SPAC Class A Common Stock issued and outstanding immediately after the Closing of the Transactions (taking into account the Private Placements and giving effect to the exercise of all Redemption Rights) and (2) a number of OpCo Warrants which shall equal the number of SPAC Warrants outstanding immediately after the Closing of the Transactions (such transactions in this Section 2.01(f)(i), the “SPAC Contribution”); and (ii) immediately following the SPAC Contribution, (A) Sellers shall contribute to OpCo the Company Interests and (B) in exchange therefor, OpCo shall transfer to Sellers, in amounts in accordance with the Allocation Schedule, (1) the Seller OpCo Units and (2) the Seller Class V Shares (such transactions in this Section 2.01(f)(ii), the “Seller Contribution” and together with the SPAC Contribution, the “Combination Transactions”).
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Combination Transactions. Subject to Section 5.8, immediately following the occurrence of the Pre-Combination Transactions, and pursuant to the terms and subject to the conditions herein, and in reliance upon the representations, warranties and agreements herein, the following “Combination Transactions” shall occur:
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Combination Transactions. Each of the RES Signatories, the TES Signatories, PubCo and RNGR shall, and immediately following the consummation of the Reorganization Transactions and the amendment and restatement of PubCo’s Certificate of Incorporation and Bylaws hereby does, take all of the actions and consummate the transactions set forth in this Section 2.6 (the “Combination Transactions”) that are applicable to such Person, and each Party agrees that the Combination Transactions shall be deemed to occur for all purposes in the order in which they appear in this Section 2.6.
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Combination Transactions. Upon the terms and subject to the satisfaction or written waiver of the conditions contained in this Agreement, at the Closing: (a) SPAC shall contribute all of its assets to SPAC Sub, including but not limited to (i) the Available Cash and (ii) a number of newly issued shares of SPAC Class B Common Stock equal to the number of Holdings OpCo Units (such shares, the “Holdings Class B Shares” and such transaction, the “SPAC Contribution”); (b) immediately following the SPAC Contribution, Holdings shall contribute to OpCo the Company Interests and, in connection therewith, (i) OpCo will be recapitalized as set forth in the OpCo A&R LLC Agreement, and (ii) OpCo will issue to Holdings the Holdings OpCo Units (such transactions, the “Holdings Contribution”); (c) immediately following the Holdings Contribution, SPAC Sub shall transfer to Holdings the Holdings Class B Shares and the right to enter into the Tax Receivable Agreement (such applicable transactions, the “SPAC Sub Transfer”), it being understood that after giving effect to the SPAC Sub Transfer, Holdings will hold the Holdings OpCo Units, the Holdings Class B Shares and the right to enter into the Tax Receivables Agreement; and (d) immediately following the SPAC Sub Transfer, SPAC Sub shall contribute to OpCo all of its remaining assets, including the Available Cash, in exchange for the issuance by OpCo to SPAC Sub of the Issued OpCo Units (the “SPAC Sub Contribution”, and, together with the SPAC Contribution, the Holdings Contribution and the SPAC Sub Transfer, the “Combination Transactions”), it being understood that after giving effect to the SPAC Sub Contribution, SPAC Sub will hold the Issued OpCo Units, which, in the aggregate, equal a number of OpCo Units equal to the number of shares of SPAC Class A Common Stock issued and outstanding after giving effect to the Combination Transactions and Private Placements.
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Combination Transactions. On the Third Restatement Effective Date, (i) each of the Combination Transactions shall have been consummated in all material respects in accordance with the Combination Transaction Documents therefor and all applicable laws, (ii) the Administrative Agent shall have received true and correct copies of all Combination Transaction Documents, certified as such by an appropriate officer of Parent, (iii) all Combination Transaction Documents, and all terms and conditions thereof, shall be in form and substance reasonably satisfactory to the Senior Managing Agents, (iv) all Combination Transaction Documents shall have been duly executed and delivered by the parties thereto and be in full force and effect, (v) the Combination Transactions (including all of the terms and conditions thereof) shall have been duly approved by the requisite boards of directors and (if required by applicable law) the requisite shareholders of the Borrower, Parent and B&W, (vi) the representations and warranties set forth in the Combination Transaction Documents shall be true and correct in all material respects as if made on and as of the Third Restatement Effective Date, (vii) each of the conditions precedent to the consummation of each the Combination Transaction as set forth in the relevant Combination Transaction Documents therefor shall have been satisfied in all material respects, and not waived except with the consent of each Senior Managing Agent and the Required Lenders, to the reasonable satisfaction of each Senior Managing Agent and the Required Lenders, and (viii) all Liens or Indebtedness to be incurred or assumed in connection with the Combination Transactions shall otherwise be permitted under this Agreement (including, without limitation, Sections 8.03 and 8.04).
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Combination Transactions 
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Related to Combination Transactions

  • Acquisition Transactions The Company shall provide the holder of this Warrant with at least twenty (20) days’ written notice prior to closing thereof of the terms and conditions of any of the following transactions (to the extent the Company has notice thereof): (i) the sale, lease, exchange, conveyance or other disposition of all or substantially all of the Company’s property or business, or (ii) its merger into or consolidation with any other corporation (other than a wholly-owned subsidiary of the Company), or any transaction (including a merger or other reorganization) or series of related transactions, in which more than 50% of the voting power of the Company is disposed of.

  • Formation Transactions The Formation Transactions shall have been or shall be consummated substantially concurrently in accordance with the timing set forth in the respective Formation Transaction Documentation.

  • Fund/SERV Transactions If the parties choose to use the National Securities Clearing Corporation’s Mutual Fund Settlement, Entry and Registration Verification (“Fund/SERV”) or any other NSCC service, the following provisions shall apply: The Company and the Fund or its designee will each be bound by the rules of the National Securities Clearing Corporation (“NSCC”) and the terms of any NSCC agreement filed by it or its designee with the NSCC. Without limiting the generality of the following provisions of this section, the Company and the Fund or its designee will each perform any and all duties, functions, procedures and responsibilities assigned to it and as otherwise established by the NSCC applicable to Fund/SERV, the Mutual Fund Profile Service, the Networking Matrix Level utilized and any other relevant NSCC service or system (collectively, the “NSCC Systems”). Any information transmitted through the NSCC Systems by any party or its designee to the other or its designee and pursuant to this Agreement will be accurate, complete, and in the format prescribed by the NSCC. Each party or its designee will adopt, implement and maintain procedures reasonably designed to ensure the accuracy of all transmissions through the NSCC Systems and to limit the access to, and the inputting of data into, the NSCC Systems to persons specifically authorized by such party. On each day on which the New York Stock Exchange is open for trading and on which the Fund calculates its net asset value pursuant to the rules of the SEC (“Business Day”), the Company shall aggregate and calculate the net purchase and redemption orders for each Account received by the Company by the close of the New York Stock Exchange (generally, 4:00 p.m. Eastern Time) (the “Close of Trading”) on the Business Day. The Company shall communicate to the Fund or its designee for that Business Day, by Fund/SERV, the net aggregate purchase or redemption orders (if any) for each Account received by the Close of Trading on such Business Day (the “Trade Date”) no later than 7:00 a.m. Eastern Time (or such other time as may be agreed by the parties from time to time) (the “Fund/SERV Transactions Deadline”) on the Business Day following the Trade Date. All such aggregated orders communicated to the Fund or its designee by the Fund/SERV Transactions Deadline on the Business Day following the Trade Date shall be treated by the Fund or its designee as if received prior to the Close of Trading on the Trade Date. All orders received by the Company after the Close of Trading on a Business Day shall not be aggregated with Orders received by the Company prior to the Close of Trading on such Business Day and shall be communicated to BRIL or its designee as part of an aggregated order no sooner than after the FUND/SERV Transactions Deadline or such other time as may be agreed by the parties from time to time) the following Business Day. Cash settlement shall be transmitted pursuant to the normal NSCC settlement process. In the case of delayed settlement, the Fund or its designee shall make arrangements for the settlement of redemptions by wire no later than the time permitted for settlement of redemption orders by the 1940 Act. Unless otherwise informed in writing, such redemption wires should be sent to an account specified by the Company and agreed to by Fund Parties.

  • Interested Transactions An Indemnitee shall not be denied indemnification in whole or in part under this Section 7.7 because the Indemnitee had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by the terms of this Agreement.

  • Initial Business Combination Except as disclosed in the Registration Statement, the Statutory Prospectus and the Prospectus, prior to the date hereof, the Company has not identified any business combination target and it has not, nor has anyone on its behalf, initiated any substantive discussions, directly or indirectly, with any business combination target.