Initial Transactions Clause Samples

Initial Transactions. The Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied in connection with the Initial Transactions as required by the applicable Transaction Agreement, applicable law and the Company’s charter and other organizational documents, and the Initial Transactions have been consummated.

Initial Transactions. Notwithstanding anything to the contrary in any Loan Document, nothing contained in this Article shall prevent the consummation of any of the Initial Transactions.

Initial Transactions. ‌ The Parties agree that, subject to the terms and conditions set out in this Agreement, on the Initial Closing Date: (a) the City and the HUPEG Arena Tenant shall enter into the Arena Lease, pursuant to which the HUPEG Arena Tenant will lease the Arena Property from the City for nominal rent for a term of 49 years commencing on the Initial Closing Date, and pursuant to which the HUPEG Arena Tenant will: (i) assume and be responsible for the management and operation of the Arena Property (including the ongoing maintenance to maintain the facilities to an appropriate state of good repair) during the term of the Arena Lease; (ii) undertake the Arena Work, all on and subject to the terms and conditions set out in the Arena Lease, all as referenced in Schedule A; and (iii) have a right to terminate on not less than five (5) years’ prior notice effective no earlier than the 30th anniversary of the commencement date, provided that, except with the consent of the City (acting in its sole and unfettered discretion), such right of termination may only be exercised concurrently with the concurrent termination of the other Leases; (b) the City and the HUPEG Concert Hall Tenant shall enter into the Concert Hall Lease, pursuant to which the HUPEG Concert Hall Tenant will lease the Concert Hall Property from the City for nominal rent for a term of 49 years commencing on the Initial Closing Date, and pursuant to which the HUPEG Concert Hall Tenant will: (i) assume and be responsible for the management and operation of the Concert Hall Property (including the ongoing maintenance to maintain the facilities to an appropriate state of good repair) during the term of the Concert Hall Lease;

Initial Transactions. The following transactions have occurred prior to the date hereof (the "Initial Transactions"): (a) REP Sales Inc. merged into MAPCO Coal Inc. [(b) Permac Inc., Raven Coal Company, Inc., Race Fork Coal Corporation and South Atlantic Coal Company, Inc. merged into South Atlantic Coal LLC.] (c) Scotts Branch Company and MC Mining, Inc. merged into MC Mining. (d) Alliance Coal Corporation contributed its 100% member interest in MC Mining to MAPCO Coal Inc. (e) Pose▇ ▇▇▇nty Coal Corporation and Gibs▇▇ ▇▇▇nty Coal Corporation merged into Gibs▇▇ ▇▇▇nty. (f) Toptiki Coal Corporation merged into Toptiki Coal. (g) Pontiki Coal Corporation merged into Pontiki Coal. (h) MAPCO Coal Land Corporation and MAPCO Coal Land & Development Corporation merged into Alliance Properties. [(i) Cari ▇▇▇ernational Mining Corporation was liquidated.] (j) Garr▇▇▇ ▇▇▇nty Coal Corporation merged into Backbone Mountain. (k) White County Coal Corporation merged into White County. (l) Mt. Vern▇▇ ▇▇▇l Transfer Company merged into Mt. Vern▇▇. (m) Webs▇▇▇ ▇▇▇nty Coal Corporation merged into Webs▇▇▇ ▇▇▇nty. (n) Mettiki Coal Corporation merged into Mettiki Coal. (o) Mettiki Coal Corporation (West Virginia) merged into MCWV. (p) MLDC Corporation merged into Alliance Land. (q) Alliance Power Corporation merged into Alliance Power, LLC. (r) MAPCO Coal International was dissolved.

Initial Transactions. (a) Upon the request of Parent, the Company shall furnish to Parent its reasonable, good faith estimate of the amount that the Company will be required to pay pursuant to Section 7.6(b)(i) and (ii) and of cash on hand of the Company and its Subsidiaries on the Closing Date. (b) At such time as all of the conditions set forth in Article VIII, other than Section 8.2(f), shall have been satisfied or irrevocably waived by Parent (the "Initial Transaction Time"), the Company shall: (i) repay all Indebtedness for borrowed money of the Company and its Subsidiaries (other than Vendor Excluded Indebtedness), including such Indebtedness under Contracts set forth on Schedule 4.12, and terminate all of its obligations under the Contracts governing such Indebtedness which if not terminated would cause a default under Parent's senior credit facility upon the occurrence of the Effective Time; (ii) cash collateralize all outstanding letters of credit on terms and conditions reasonably satisfactory to Parent; (iii) contribute to a newly formed entity, formed in a non-U.S. jurisdiction reasonably acceptable to Parent, which has timely elected to be treated as a disregarded entity in accordance with United States Treasury Regulation Section 301.7701-3 for United States federal income tax purposes and that is wholly owned by the Company ("New LLC") all of the outstanding capital stock of each of the Company's Subsidiaries listed in Schedule 7.6(b)(iii) (the "Foreign Subsidiary Stock"), such that immediately following such contribution all of the Company's Subsidiaries that are organized in a jurisdiction outside of the United States shall be wholly owned, directly or indirectly, by New LLC. (iv) sell to Purchaser all of the membership interests in New LLC for their book value (the "New LLC Purchase Price"), subject to the requirement that the Surviving Corporation purchase all of the Foreign Subsidiary Stock from New LLC immediately following the Effective Time for a purchase price equal to the New LLC Purchase Price, plus interest thereon from and after the Foreign Subsidiary Sale at the rate of eight percent (8%) per annum. The Company shall deliver to Purchaser such documents as Purchaser shall reasonably request relating to the contribution of the Subsidiaries referenced in clause (iii) of this paragraph (b), and such instruments of transfer of all of the membership interests in New LLC as Purchaser shall reasonably request. (c) Prior to the Initial Transaction Time, Pare...

Initial Transactions. 6.1 On execution hereof: (a) IMA Exploration Inc.( "IMA") shall be transferred the initial subscriber share in GGM and thereupon Pubco while IMA is the only Pubco, it shall immediately transfer to GGM certain equipment, furniture and leasehold improvements having an agreed fair value of $66,119.28 for the equipment and furniture and $27,057.80 for the leasehold improvements. IMA shall execute such bills of sale as GGM may reasonably require to effect this sale and transfer. GGM and IMA shall account for the $93,177.08 as a shareholder's loan to GGM against which GGM shall offset the initial prepayment and future monthly service charges to IMA until the amount is fully recovered by IMA.IMA warrants that the assets are owned by it free and clear of encumbrances and amounts owing except as disclosed on Schedule B; (b) IMA shall sub-lease to GGM the premises at 709 - 837 West Hastings S▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇ ▇▇ ▇ "▇▇▇ ▇▇▇▇▇▇ for full cost" basis and GGM shall pay the obligations under the sub-lease which shall be equal to IMA's cost under its lease for the same premises. GGM and IMA shall enter into a sub-lease agreement effecting these terms immediately after execution hereof; and (c) each Pubco shall pay as a deposit against the last approximately six weeks' services in the amount as set forth on Schedule "A".

Initial Transactions. The transactions referred to in this section 4.6 are not subject to the restrictions on the business and affairs of the Corporation that are set out in sections 4.7 and 4.8: (a) The issue from treasury by the Corporation of up to an aggregate of 2,100,000 Common Shares, the issue price to be determined by the Board and not to be less than $20.00 per share; (b) The issue from treasury by the Corporation of up to an aggregate of 1,800,000 Common Shares, for nominal consideration, (i) to a person or persons that subscribes or subscribe a minimum of $75 million for units issued by one or more Woodfine LP’s, at a time, as determined by the Board, when there are no other significant investors in such Woodfine LP’s, or (ii) to a person or person that the Board determines to be acting as a strategic contributor to the business of the Corporation by virtue of their beneficial impact on the success of fund raising by the Corporation, or by the Woodfine LP’s, or (iii) if the issue of the said Common Shares has not occurred prior to the listing of the Common Shares on a recognized stock exchange, to ▇▇▇▇▇ ▇. Woofine and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ immediately prior to the occurrence of such listing, in recognition of their services to the Corporation, its subsidiaries, and the Woodfine LP’s.

Initial Transactions. On and subject to the terms and conditions of this Agreement, at the Closing: (a) Stoneridge agrees to contribute capital in the form of cash as specified in Section 1.3 to New BCS and New BCS agrees to issue in exchange therefor, free and clear of all liens, claims or encumbrances, except those set forth in the Operating Agreement of New BCS (the “Operating Agreement”), which is to be entered into by Old BCS and Stoneridge at the Closing, a 51% membership interest in New BCS represented by 510 Units (as defined in the Operating Agreement); (b) As described in greater detail in Section 0 below, in exchange for a 49% membership interest in New BCS, free and clear of all liens, claims or encumbrances, except those set forth in the Operating Agreement, represented by 490 Units, and the Formation Payment and the Earnout Payments, if any, Old BCS agrees to contribute, sell, convey, transfer, assign and deliver to New BCS, and New BCS agrees to purchase from Old BCS and accept the contribution, conveyance, transfer, assignment and delivery from Old BCS, all of Old BCS’s right, title and interest in and to the Business and all of Old BCS’s assets, property and rights (the “Purchased and Contributed Assets”), including, but not limited to those items listed below (but excluding the Retained Assets, as defined below):

Initial Transactions. (a) NNA Equity Issuance. Simultaneously herewith, NNA and Parent are consummating the NNA Equity Issuance, and in furtherance thereof, NNA hereby issues, sells and delivers to Parent, and Parent hereby subscribes for and purchases from NNA, effective as of the date hereof, 44,117,647 newly issued shares of NNA Common Stock (the “Equity Issuance Shares”), free and clear of any and all Liens (other than restrictions under applicable securities laws), for a price of $3.40 per share in cash and $150,000,000 in the aggregate (the “Aggregate Purchase Price”). Simultaneously herewith, Parent is remitting the Aggregate Purchase Price to NNA by wire transfer to an account of NNA. As promptly as practicable after the date hereof, NNA shall deliver to Parent a copy of the records of NNA’s transfer agent showing Parent as the registered owner of the Equity Issuance Shares.