Description of Transactions Sample Clauses
The Description of Transactions clause defines and outlines the specific transactions covered by the agreement. It typically details the nature, scope, and key terms of the transactions, such as the goods or services being exchanged, relevant dates, and parties involved. By clearly specifying what transactions are included, this clause ensures both parties have a mutual understanding of their obligations and helps prevent disputes over the scope of the agreement.
Description of Transactions. The transactions contemplated by the Agreement involve a number of steps:
Description of Transactions. Two Trees Merger Agreement
Description of Transactions. 1.1 Exchange of Securities 1.2 Closing 1.3 Closing Deliveries 1.4 Conditions to Closing of Sonoma 1.5 Conditions of Closing of the Stockholders 1.6 Definitions
Description of Transactions. On June 21, 2023, the Company and the former owners of H&J executed a Settlement Agreement and Release (the “Settlement Agreement”) whereby contemporaneously with the parties’ execution of the Settlement Agreement (i) the Company made aggregate cash payment of $229,000 to D. ▇▇▇▇▇ Tailored Collection, Ltd. (“D. ▇▇▇▇▇”), (ii) the Company issued 1,952,580 shares of common stock to D. ▇▇▇▇▇ at a per share purchase price of $0.717 which represented the lower of (i) the closing price per share of the Common Stock as reported on Nasdaq on June 20, 2023, and (ii) the average closing price per share of Common Stock as reported on the Nasdaq for the five trading days preceding June 21, 2023, and (iii) the Company assigned and transferred one hundred percent (100%) of the Company’s membership interest in H&J to D. ▇▇▇▇▇. On June 21, 2023, the Company, on the one hand, and Norwest Venture Partners XI, LP and Norwest Venture Partners XII, LP (together, the “Norwest Investors”), on the other hand, executed Waiver and Amendment (the “Norwest Amendment”) whereby the Norwest Investors agreed to waive and terminate the post-closing adjustment and anti-dilution rights of the Norwest Investors under the Agreement and Plan of Merger, dated February 12, 2020, among the Company, B▇▇▇▇▇ 44, LLC, Norwest Venture Partners XI, LP, and Norwest Venture Partners XII, LP and D▇▇▇▇.▇▇ Acquisition Corp. On June 21, 2023, the Company and the formers owners of Sundry (collectively, the “Sundry Investors”) executed a Securities Purchase Agreement (the “Sundry SPA”) whereby the Company issued 5,761 shares of Series C Convertible Preferred Stock, par value $0.0001 per share (the “Series C Preferred Stock”) to the Sundry Investors at purchase price of $1,000 per share. The Series C Preferred Stock is convertible into a number of shares of the Company’s Common Stock equal to $1,000 divided by an initial conversion price of $0.717 which represents the lower of (i) the closing price per share of the Common Stock as reported on the Nasdaq on June 20, 2023, and (ii) the average closing price per share of Common Stock as reported on the Nasdaq for the five trading days preceding June 21, 2023. The shares of Series Preferred Stock were issued in consideration for the cancellation of $5,759,178.00 which represented amounts owing further to certain promissory notes issued by the Company to the Sundry Investors dated December 30, 2022.
Description of Transactions. On September 20, 2004, ▇▇▇▇▇▇ Wireless Inc. ("RWI"), a wholly owned subsidiary of ▇▇▇▇▇▇ Wireless Communications Inc. ("RWCI"), announced an agreement with Microcell Telecommunications Inc. ("Microcell") to make an all cash tender offer totalling approximately Cdn. $1.4 billion, to acquire all of Microcell, Canada's fourth largest wireless communications provider (the "Acquisition"). RWI completed the Acquisition on November 12, 2004. On September 13, 2004, ▇▇▇▇▇▇ Communications Inc. ("RCI") entered into an agreement with JVII General Partnership ("JVII"), a general partnership wholly owned by AT&T Wireless Services, Inc., whereby RCI agreed to purchase all of JVII's shares of RWCI for a cash purchase price totalling approximately $1,767 million. RCI closed this transaction on October 13, 2004. RCI funded the cash purchase price for the RWCI shares through a $1.75 billion secured bridge credit facility with a term of up to two years to October 12, 2006 and from cash on hand. It is RCI's intention that RWCI will refinance the bridge financing facility. RWCI is currently reviewing various methods of transferring the $1.75 billion to its shareholders, so RCI will have adequate funds to repay its $1.75 billion bridge credit facility. A method of such transfer, including the timing thereof, has not been determined at this time (note 4(a)(iv)). In connection with these transactions, RWI announced on November 19, 2004 that it had priced a private placement of notes in the aggregate principal amount of U.S. $2,356,000,000 (approximately $2,949,883,000 based on the U.S. dollar exchange rate at September 30, 2004) (the "Financing").
Description of Transactions. The Company proposes to issue and sell through or to the Manager, as sales agent and/or principal, up to 425,000,000 AMC Preferred Equity Units (each, a “AMC Preferred Equity Unit” and, collectively, the “AMC Preferred Equity Units”), from time to time during the term of this Agreement and on the terms set forth in Section 3 of this Agreement. Each AMC Preferred Equity Unit is a depositary share representing a one one-hundredth (1/100th) interest in a share of the Company’s Series A Convertible Participating Preferred Stock (“Preferred Stock”). Each share of Preferred Stock is initially convertible into one-hundred (100) shares of the Company’s common stock, $0.01 par value (“Common Stock”). For purposes of selling the AMC Preferred Equity Units through the Manager, the Company hereby appoints the Manager as exclusive agent of the Company for the purpose of soliciting purchases of the AMC Preferred Equity Units from the Company pursuant to this Agreement and the Manager agrees to use its reasonable efforts to solicit purchases of the AMC Preferred Equity Units on the terms and subject to the conditions stated herein. Notwithstanding the foregoing, the Company may in the future, and from time to time, add additional managers to this Agreement on the terms and conditions set forth herein. From and after the date upon which any additional manager(s) become a party hereto, all references herein to the Manager shall be to the “Managers” to be set forth in an amendment to this Agreement The Company agrees that whenever it determines to sell the AMC Preferred Equity Units directly to the Manager as principal, it will enter into a separate agreement with the Manager (each, a “Terms Agreement”) in substantially the form of Annex I hereto, relating to such sale in accordance with Section 3 of this Agreement. Certain terms used herein are defined in Section 19 hereof. The (i) execution and delivery of this Agreement, the Deposit Agreement (as defined below) and the Certificate of Designations (as defined below) by the Company, (ii) performance by the Company of its obligations under this Agreement, and (iii) transactions contemplated hereby and thereby are referred to herein collectively as the “Transactions.”
Description of Transactions. 2
1.1 The Stock Purchase 2
1.2 The Liquidation 2
1.3 Charter Amendments 2
1.4 Closing 2
Description of Transactions. On September 13, 2004, Rogers Communications Inc. ("RCI") entered into an agreement with JVII General Partnership ("JVII"), a general partnership wholly owned by AT&T Wireless Services, Inc., whereby RCI agreed to purchase all of JVII's shares of Rogers Wireless Communications Inc. ("RWCI") for a cash purchase price totalling approximately $1,767 million (the "AWE Acquisition"). RCI closed this transaction on October 13, 2004. RCI funded the AWE Acquisition through a $1.75 billion secured bridge credit facility with a term of up to two years to October 12, 2006 and from cash on hand. On September 20, 2004, Rogers Wireless Inc. ("RWI"), a wholly owned subsidiary of RWCI, announced an agreement with Microcell Telecommunications Inc. ("Microcell") to make an all cash tender offer totalling approximately Cdn. $1.4 billion, to acquire all of Microcell, Canada's fourth largest wireless communications provider (the "Microcell Acquisition"). RWI completed the Microcell Acquisition on November 12, 2004. On November 11, 2004, the RCI Board of Directors authorized RCI to launch an exchange offer to purchase all of the outstanding RWCI Class B Restricted Voting Shares ("RWCI Class B Shares") not already owned by RCI in exchange for 1.75 RCI Class B Non-Voting shares for each RWCI Class B share (the "Exchange Offer"). In connection with the AWE Acquisition and the Microcell Acquisition, RWI announced on November 19, 2004 that it had priced a private placement of notes in the aggregate principal amount of U.S. $2,356,000,000 ($2,949,883,000 based on the U.S. dollar exchange rate at September 30, 2004) and Rogers Cable Inc. ("Rogers Cable") announced on November 19, 2004 that it had priced a private placement of notes in the aggregate principal amount of U.S. $427,000,000 ($528,892,000 based on the U.S. dollar exchange rate at September 30, 2004) (the "Financings"). RWCI is currently reviewing various methods of transferring $1.75 billion to its shareholders, so that RCI will have adequate funds to repay its $1.75 billion bridge credit facility. A determination of the method of such transfer, including the timing thereof, will not take place until following completion of the Exchange Offer (note 7(a)).
Description of Transactions. The Merger Notable Pre-Closing Financing
Description of Transactions. Pursuant to the Accounts Receivable Transfer Framework Agreement, the Group agreed to transfer accounts receivable to Huaneng Group and Huaneng Group agreed to purchase accounts receivable from the Group. The accounts receivable refers to the relevant accounts receivable of part of the additional subsidies for renewable energy electricity tariff in the Group’s assets. After receiving accounts receivable, Huaneng Group will issue financial products. The Group is obliged to provide assistance to Huaneng Group to implement all necessary procedures. Upon the completion of the transfer of accounts receivable by the Group to Huaneng Group, the ownership of accounts receivable shall be transferred to Huaneng Group which will assume all risks and receive all profits of the accounts receivable. Under no circumstances may Huaneng Group require the Group to repurchase the accounts receivable transferred to Huaneng Group. The recovery of accounts receivables in the future has no relation to the Group. The Group shall not re-pledge, sell or otherwise dispose of the accounts receivable transferred to Huaneng Group. Pursuant to the Accounts Receivable Transfer Framework Agreement, the consideration of the accounts receivable payable by Huaneng Group to the Group shall be equivalent to the carrying amount of the accounts receivable, and the Group agreed to pay the arrangement fee to Huaneng Group. The payment schedules, payment methods ad calculation methods are subject to separate agreements between the parties following arm’s length negotiations with reference to the prevailing market conditions. Arrangement fee payable by the Group to Huaneng Group shall be higher than those offered to the Group by an independent third party under same conditions, and payment methods and calculation methods offered by Huaneng Group to shall no be less favorable than those offered to the Group by an independent third party for the same or similar type of accounts receivable in the PRC. The parties agreed that the annual cap for the amount of accounts receivable to be transferred by the Group to Huaneng Group for the years ending 31 December 2019, 31 December 2020 and 31 December 2021 are RMB1,000,000,000, RMB2,000,000,000 and RMB3,000,000,000 respectively. The parties also agreed that the annual cap for the arrangement fee for the years ending 31 December 2019, 31 December 2020 and 31 December 2021 is RMB180,000,000 respectively. The estimate of the proposed annual cap is based on size ...