Offering; Use of Offering Proceeds and Post-Closing Steps Clause Samples

This clause defines how the proceeds from an offering, such as a sale of securities, will be used and outlines the steps to be taken after the transaction closes. It typically specifies the permitted uses of the funds raised, such as paying down debt, funding operations, or making acquisitions, and may require the company to follow certain procedures or provide documentation post-closing. The core function of this clause is to ensure transparency and accountability in the handling of offering proceeds, while also setting clear expectations for post-closing actions to protect the interests of investors and other stakeholders.
Offering; Use of Offering Proceeds and Post-Closing Steps. At the Initial Offering Closing and immediately thereafter the following steps will occur in the following order: (a) ProFrac Corp. shall issue shares of its Class A Common Stock to the Underwriters in the manner and for the consideration set forth in the Underwriting Agreement and, in exchange therefor, the investors in the Offering, through the Underwriters, shall contribute the net proceeds of the Offering to ProFrac Corp. (b) ProFrac Corp. shall contribute (i) $72,900,000 of the net proceeds received by it in the Offering to ProFrac Sub, and shall cause ProFrac Sub to further contribute such amount of net proceeds to ProFrac LLC subject to immediate return as provided in Section 1.7(c) and (ii) the remainder of the net proceeds received by it in the Offering to ProFrac LLC. In exchange for the contribution by ProFrac Corp. to ProFrac LLC described in clause (ii), ProFrac LLC shall issue to ProFrac Corp. 11,950,000 ProFrac LLC Units. If the Underwriters exercise the Underwriters’ Option, in whole or in part (whether at the Initial Offering Closing or thereafter), ProFrac Corp. shall also contribute to ProFrac Holdings the amount of the net proceeds received pursuant to such exercise of the Underwriters’ Option in exchange for ProFrac LLC Units in the manner described in this Section 1.7(b). (c) ProFrac LLC shall (i) distribute $72,900,000 to ProFrac Sub, and (ii) contribute the remaining net proceeds it received from ProFrac Corp. to ProFrac Holdings II, LLC, a Texas limited liability company. (d) ProFrac Corp. shall cause ProFrac Sub to purchase from THRC 4,050,000 ProFrac LLC Units pursuant to the Unit Transfer Agreement substantially in the form attached hereto as Exhibit E.
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Offering; Use of Offering Proceeds and Post-Closing Steps. Following the completion of the transactions contemplated by Section 1.5, at the Initial Offering Closing and immediately thereafter the following steps will occur in the following order: (a) ▇▇▇▇▇▇▇ Inc. will distribute to ▇▇▇▇▇▇▇ Parent a number of shares of Class A Common Stock in the form of a stock dividend such that ▇▇▇▇▇▇▇ Parent shall receive a number of shares of Class A Common Stock equivalent to the number of ▇▇▇▇▇▇▇ LLC Units distributed to ▇▇▇▇▇▇▇ Inc. and its subsidiaries pursuant to Section 1.5 other than in respect of Pre-IPO Units. (b) ▇▇▇▇▇▇▇ Inc. will issue shares of its Class A Common Stock to the Underwriters in the manner and for the consideration set forth in the Underwriting Agreement. (c) ▇▇▇▇▇▇▇ Inc. will contribute all of the net proceeds received by it in the Offering and an aggregate number of shares of Class B Common Stock, par value $0.01 per share (the “Class B Common Stock”), equal to the number of ▇▇▇▇▇▇▇ LLC Units outstanding (excluding any ▇▇▇▇▇▇▇ LLC Units held by ▇▇▇▇▇▇▇ Inc. and its subsidiaries) to WPE Main ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, and WPE Main ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ will contribute such net proceeds and shares of Class B Common Stock to ▇▇▇▇▇▇▇ LLC. If the underwriters exercise the Underwriters’ Option, in whole or in part (whether at the Initial Offering Closing or thereafter), the amount of the net proceeds received pursuant to the exercise of the Option will also be contributed to ▇▇▇▇▇▇▇ LLC as described in the previous sentence. (d) In exchange for the contributions described in Section 1.6(c), ▇▇▇▇▇▇▇ LLC will issue to WPE Main ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ an aggregate number of ▇▇▇▇▇▇▇ LLC Units equal to the number of shares of Class A Common Stock issued to the public pursuant to the Offering. If the underwriters exercise the Underwriters’ Option, an additional amount of ▇▇▇▇▇▇▇ LLC Units equal to the number of shares of Class A Common Stock issued pursuant to the Underwriters’ Option will be issued to WPE Main ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇. (e) ▇▇▇▇▇▇▇ LLC will distribute the shares of Class B Common Stock received from WPE Main ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ pursuant to the transactions described in Section 1.6(c) to its members (other than ▇▇▇▇▇▇▇ Inc. and its subsidiaries) so that each such member shall receive a number of shares of Class B Common Stock equal to the number of ▇▇▇▇▇▇▇ LLC Units held by such member. (f) ▇▇▇▇▇▇▇ LLC will further contribute all or a portion of the net proceeds of the Offering received in Section 1.6(c) to ▇▇▇▇▇▇▇ Resources, which ...
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Offering; Use of Offering Proceeds and Post-Closing Steps. At the Initial Offering Closing and immediately thereafter the following steps will occur in the following order: (a) Desert Peak Minerals will issue shares of its Class A Common Stock to the Underwriters in the manner and for the consideration set forth in the Underwriting Agreement. (b) Desert Peak Minerals will distribute to KMF a portion of the net proceeds received in the Offering equal to the amount of capital actually contributed by KMF at Desert Peak Minerals’ formation and KMF’s interest in Desert Peak Minerals will be cancelled. (c) Desert Peak Minerals will contribute the remaining net proceeds received by it in the Offering and an aggregate [•] shares of Class B Common Stock, par value $0.001 per share (the “Class B Common Stock”), to Desert Peak LLC. If the underwriters exercise the Underwriters’ Option, in whole or in part (whether at the Initial Offering Closing or thereafter), the amount of the net proceeds received pursuant to the exercise of the Option will also be contributed to Desert Peak LLC as described in the previous sentence. (d) In exchange for the contributions described in Section 1.5(c), Desert Peak LLC will issue to Desert Peak Minerals an aggregate number of Desert Peak LLC Units equal to the number of shares of Class A Common Stock issued to the public pursuant to the Offering. If the underwriters exercise the Underwriters’ Option, an additional amount of Desert Peak LLC Units equal to the number of shares of Class A Common Stock issued pursuant to the Underwriters’ Option will be issued to Desert Peak Minerals. (e) Desert Peak LLC will distribute shares of Class B Common Stock received from Desert Peak Minerals pursuant to the transactions described in Section 1.5(c) to each member of Desert Peak LLC so that each such member of Desert Peak LLC shall receive a number of shares of Class B Common Stock equal to the number of Desert Peak LLC Units held by such member. (f) Desert Peak LLC will further contribute $[•] of the net proceeds of the Offering received in Section 1.5(c) to KMF Land, LLC in order for KMF Land, LLC to repay the outstanding borrowings under its credit facility and fund future acquisitions.
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Offering; Use of Offering Proceeds and Post-Closing Steps. At the Initial Offering Closing and immediately thereafter, the following steps will occur in the following order: (a) LandBridge shall issue Class A shares to (i) the Underwriters in the manner and for the consideration set forth in the Underwriting Agreement and, in exchange therefor, the investors in the Offering, through the Underwriters, shall contribute the net proceeds of the Offering to LandBridge and (ii) the Investor in the manner and for the consideration set forth in the SPA shall contribute the net proceeds of the Private Placement to LandBridge. (b) ▇▇▇▇▇▇▇▇▇▇ shall contribute all of the net proceeds received by it in the Offering (including in connection with the exercise of the Underwriters’ Option, to the extent exercised at the Initial Offering Closing) and the Private Placement to DBR Holdings in exchange for (i) the issuance by DBR Holdings to LandBridge of a number of DBR Holdings Units equal to the number of Class A shares issued and sold by LandBridge to the Underwriters in the Offering and Investor in connection with the Initial Offering Closing and the Private Placement, respectively, and (ii) the admission of LandBridge as the sole managing member of DBR Holdings. (c) For U.S. federal (and applicable state and local) income tax purposes, as a result of the contribution contemplated by Section 1.5(b) and pursuant to Rev. Rul. 99-5, LB Holdings is deemed to contribute all of the assets and operations of DBR Holdings and its subsidiaries to DBR Holdings in exchange for (i) the DBR Holdings Units issued in connection with the DBR Holdings Recapitalization (as described in Section 1.4), and (ii) the right to receive a distribution from DBR Holdings out of the net proceeds of the Offering and the Private Placement, that is, to the maximum extent possible, intended to be treated as a reimbursement of DBR Holdings for preformation capital expenditures within the meaning of Treasury Regulation Section 1.707-4(d). (d) Immediately following the completion of the transactions contemplated by Section 1.5(b), DBR Holdings shall (i) contribute $100,000,000 to DBR Land and (ii) distribute $170,855,450 to LB Holdings. (e) Following the completion of the contribution contemplated by Section 1.5(d)(i), DBR Land shall use the proceeds of such contribution proceeds to repay borrowings outstanding under that certain Credit Agreement, dated as of July 3, 2023, by and among DBR Land, as borrower, the guarantors from time to time party thereto, Texas Capi...
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Related to Offering; Use of Offering Proceeds and Post-Closing Steps

  • Completion of Offering Subject to the provisions of Section 10 hereof, NCPS shall pay to Issuer the liquidated value of the Escrow Funds, by wire no later than one (1) business day following receipt of the following documents: (1) A Minimum Offering Notice; (2) Subscription Accounting Spreadsheet substantiating the sale of the Minimum Offering and maintained by the sponsor; (3) Instruction Letter (as defined below); and (4) Such other certificates, notices or other documents as NCPS shall reasonably require. NCPS shall disburse the Escrow Funds by wire from the Escrow Account in accordance with joint written instructions signed by both the Issuer and Broker as to the disbursement of such funds (the “Instruction Letter”) in accordance with this Section 4(a). Notwithstanding the foregoing, NCPS shall not be obligated to disburse the Escrow Funds to Issuer if NCPS has reason to believe that (a) Cash Investment Instruments in full payment for that number of Securities equal to or greater than the Minimum Offering have not been received, deposited with and collected by NCPS, or (b) any of the certifications and opinions set forth in the Minimum Offering Notice are incorrect or incomplete. After the initial disbursement of Escrow Funds to Issuer pursuant to this Section 4(a), NCPS shall pay to Issuer any additional funds received with respect to the Securities, by wire, promptly after receipt. Additional disbursements shall be subject to the issuer providing the following documentation: (1) Subscription Accounting Spreadsheet substantiating the sale of the Minimum Offering which shall be made available for electronic access to Issuer by NCPS; (2) Instruction Letter (as defined above) from Issuer; and (3) Such other certificates, notices or other documents as NCPS shall reasonably require.

  • Authorization Purchase and Sale Terms of the Private Placement Units A. Authorization of the Private Placement Units. The Company has duly authorized the issuance and sale of the Private Placement Units, including the Shares and Private Placement Warrants underlying the Private Placement Units, to the Purchaser.

  • Authorization Purchase and Sale Terms of the Private Placement Warrants A. Authorization of the Private Placement Warrants. The Company has duly authorized the issuance and sale of the Private Placement Warrants to the Purchaser.

  • Sale and Purchase of Equity Interest 授予权利 Option Granted

  • Required Filings Relating to Placement of Placement Shares The Company agrees that on such dates as the Securities Act shall require, the Company will (i) file a prospectus supplement with the Commission under the applicable paragraph of Rule 424(b) under the Securities Act (each and every filing under Rule 424(b), a “Filing Date”), which prospectus supplement will set forth, within the relevant period, the amount of Placement Shares sold through ▇▇▇▇▇, the Net Proceeds to the Company and the compensation payable by the Company to ▇▇▇▇▇ with respect to such Placement Shares, and (ii) deliver such number of copies of each such prospectus supplement to each exchange or market on which such sales were effected as may be required by the rules or regulations of such exchange or market.