Pre-Closing Actions. On the terms and subject to the conditions set forth in this Agreement, on or prior to the Closing Date: (a) Seller and the Company shall convert the Company from a corporation organized under the laws of the State of Delaware to a limited liability company organized under the laws of the State of Delaware pursuant to Section 214 of the Delaware Limited Liability Company Act and Section 266 of the DGCL (the “Conversion”), and as a result of such Conversion all of the Company Shares will be converted into membership interests in the Company (the “Company Membership Interests”); (b) Purchaser shall advance funds to the Company in an amount sufficient to allow the Company to repay all outstanding amounts under and fully discharge the SS/L Credit Agreement and to pay all amounts due to be paid by the Company pursuant to this Agreement, and upon receipt of such funds, the Company shall repay all amounts outstanding under the SS/L Credit Agreement plus all accrued but unpaid interest thereon as of the Closing Date and shall cash collateralize or otherwise secure as provided herein all outstanding letters of credit, in accordance with the applicable provisions thereunder; (c) Following the Conversion and immediately prior to the Closing, the Company shall transfer, assign and convey the Transferred Land to Land LLC via a quitclaim deed in exchange for membership interests in Land LLC (the “Land Membership Interests”), and the Company shall lease the Transferred Land from Land LLC pursuant to a “triple net” lease agreement (the “Land Lease”) containing arm’s length market terms and which shall be substantially in the form of Exhibit B hereto (the “Land Distribution”); (d) Following the steps in Section 2.1(c) the Company shall distribute the Land Memberships Interests to the Seller as a dividend; (e) The Company shall pay to Seller the Excess Cash Dividend, as well as the sum of the Historical Intercompany Amount and the Intercompany Amount, by wire transfer of immediately available funds to an account designated by Seller as shall be set forth in a schedule delivered by Seller to Purchaser not less than three (3) Business Days prior to the Closing Date; and (f) Seller shall pay to the Company all Company Transaction Costs incurred as of the Closing Date, and if not calculable Seller shall pay them to the Company when finally determined and invoiced.
Appears in 1 contract
Sources: Purchase Agreement (Loral Space & Communications Inc.)
Pre-Closing Actions. On No later than the terms and subject to the conditions set forth in this Agreement, on or third (3rd) Business Day prior to the Closing Date:Date (except as provided in clause (a)(iii) below),
(a) Seller the Company shall deliver to Parent:
(i) final drafts of one or more customary payoff letters (the “Payoff Letters”) in each case, setting forth the Indebtedness Payoff Amount and providing for the discharge and termination of the Specified Funded Indebtedness (and the termination of all guarantees and liens in connection therewith relating to the assets of the Company and the Company shall convert the Company from a corporation organized under the laws Subsidiaries) upon payment of the State Indebtedness Payoff Amount;
(ii) duly executed written resignations (or other evidence of Delaware to a limited liability company organized under the laws removal), effective as of the State Closing, of Delaware pursuant to Section 214 each of the Delaware Limited Liability Company Act and Section 266 of the DGCL (the “Conversion”), and as a result of such Conversion all officers of the Company Shares will be converted into membership interests in and the Company Subsidiaries and each of the members of the boards of directors and boards of managers of the Company and the Company Subsidiaries, in each case, (A) that are employees of American Securities LLC or its Affiliates (other than the “Company Membership Interests”);
and the Company Subsidiaries) or (bB) Purchaser shall advance funds that have been requested to resign by Parent in writing to the Company in an amount sufficient to allow the Company to repay all outstanding amounts under and fully discharge the SS/L Credit Agreement and to pay all amounts due to be paid by the Company pursuant to this Agreement, and upon receipt of such funds, the Company shall repay all amounts outstanding under the SS/L Credit Agreement plus all accrued but unpaid interest thereon as of the Closing Date and shall cash collateralize or otherwise secure as provided herein all outstanding letters of credit, in accordance with the applicable provisions thereunder;
at least seven (c) Following the Conversion and immediately prior to the Closing, the Company shall transfer, assign and convey the Transferred Land to Land LLC via a quitclaim deed in exchange for membership interests in Land LLC (the “Land Membership Interests”), and the Company shall lease the Transferred Land from Land LLC pursuant to a “triple net” lease agreement (the “Land Lease”) containing arm’s length market terms and which shall be substantially in the form of Exhibit B hereto (the “Land Distribution”);
(d) Following the steps in Section 2.1(c) the Company shall distribute the Land Memberships Interests to the Seller as a dividend;
(e) The Company shall pay to Seller the Excess Cash Dividend, as well as the sum of the Historical Intercompany Amount and the Intercompany Amount, by wire transfer of immediately available funds to an account designated by Seller as shall be set forth in a schedule delivered by Seller to Purchaser not less than three (37) Business Days prior to the Closing Date;
(iii) no later than the Closing Date, a duly completed and executed certificate by the Company complying with Section 1445 of the Code and Treasury Regulations Section 1.1445-2(c)(3) and 1.897-2(h) dated as of the Closing Date and that is reasonably satisfactory to the Parent, certifying that the Company is not, and has not been during the relevant period specified in Section 897(c)(1)(ii) of the Code, a “United States real property holding corporation” within the meaning of Section 897(c)(2) of the Code, together with a notice addressed to the IRS, signed by the Company, that satisfies the requirements of Treasury Regulations Section 1.897-2(h)(2) and that is satisfactory to the Parent to be submitted to the IRS; and
(fiv) Seller shall pay a properly completed and duly executed true, correct, valid, and complete IRS Form W-9 (and any other form appropriate to establish exemption from withholding) executed by each Equityholder who delivers a Letter of Transmittal at Closing that is a “U.S. person” for U.S. federal income tax purposes indicating that such person is not subject to backup withholding (which may be delivered in connection with such Letter of Transmittal (if applicable)) and a properly completed and duly executed, true, correct, value and complete applicable IRS Form W-8 (and any other form appropriate to establish exemption from withholding) executed by each Equityholder who delivers a Letter of Transmittal at Closing that is not a “U.S. person” for U.S. federal income tax purposes (which may be delivered in connection with such Letter of Transmittal (if applicable)); provided that, notwithstanding anything to the Company all Company Transaction Costs incurred contrary contained herein, the only remedy for failure to deliver a form pursuant to Section 3.2(a)(iii) or this Section 3.2(a)(iv) shall be withholding as and to the extent provided for in Section 2.5 hereof; and
(b) the Stockholders’ Representative shall deliver, or cause to be delivered, to Parent:
(i) a statement (the “Estimated Closing Statement”) setting forth Stockholders’ Representative’s good faith estimate of the Purchase Price (“Estimated Purchase Price”) and which shall reflect its estimate of (i) the aggregate amount of Indebtedness as of the Closing DateAdjustment Time, (ii) Cash and Cash Equivalents as of the Adjustment Time, (iii) Net Working Capital as of the Adjustment Time (“Estimated Net Working Capital”) and (iv) Transaction Expenses as of the Adjustment Time (“Estimated Transaction Expenses”), and if including reasonably detailed calculations demonstrating each such component of the Estimated Purchase Price. The Estimated Closing Statement, and the components thereof, shall be prepared based upon the books and records of the Company and Company Subsidiaries in accordance with the Accounting Methodology and the definitions as provided in this Agreement, and shall be prepared so as not calculable Seller to take into account the effects of any purchase accounting in connection with the Agreement or any of the Transaction Documents or other changes arising from or resulting as a consequence of the transactions contemplated hereby. All amounts included in the Estimated Closing Statement shall pay them be expressed in United States dollars. Amounts in other currencies shall be converted into United States dollars by using the Exchange Rates. The Estimated Closing Statement shall not include any additional provision or accrual or increase in any existing provision or accrual included in the Last Balance Sheet except to the Company when finally determined extent new facts or events have arisen on or before the Adjustment Time that, applying the same management judgment, policies and invoicedprocedures, would justify such a provision, accrual or increase. The Estimated Closing Statement shall be binding on the parties hereto for purposes of this Section 3.2(b) and for purposes of determining the Estimated Purchase Price in this Section 3.2(b); and
(ii) a schedule (the “Distribution Schedule”) setting forth, as of immediately prior to the Effective Time, (i) a list of each Equityholder, (ii) the number of Shares owned by each Stockholder (including any Dissenting Shares), (iii) the net number of Shares issuable upon the exercise of all Eligible Options (assuming a “cashless” exercise thereof) held by each holder of Eligible Options as of immediately prior to the Effective Time, (iv) the aggregate Closing Date Per Share Consideration payable to each Stockholder at Closing, (v) the aggregate Closing Date Option Consideration payable to each holder of Eligible Options at Closing and (vi) each Equityholder’s Pro Rata Percentage.
Appears in 1 contract
Pre-Closing Actions. On the terms and subject to the conditions set forth in this Agreement, on or prior to the Closing Date:
(a) Seller and the Company shall convert the Company from a corporation organized under the laws of the State of Delaware to a limited liability company organized under the laws of the State of Delaware pursuant to Section 214 of the Delaware Limited Liability Company Act and Section 266 of the DGCL (the “Conversion”), and as a result of such Conversion all of the Company Shares will be converted into membership interests in the Company (the “Company Membership Interests”);
(b) Purchaser shall advance funds to the Company in an amount sufficient to allow the Company to repay all outstanding amounts under and fully discharge the SS/L Credit Agreement and to pay all amounts due to be paid by the Company pursuant to this Agreement, and upon receipt of such funds, the Company shall repay all amounts outstanding under the SS/L Credit Agreement plus all accrued but unpaid interest thereon as of the Closing Date and shall cash collateralize or otherwise secure as provided herein all outstanding letters of credit, in accordance with the applicable provisions thereunder;
(c) Following the Conversion and immediately No later than three Business Days prior to the Closing, the Company Stock Subscription Agreement shall transfer, assign be executed by all signatories thereto. The parties hereto shall calculate (i) the product of 115 and convey the Transferred Land total number of Holdings Shares to Land LLC via a quitclaim deed be issued under the Stock Subscription Agreement in exchange for membership interests in Land LLC Company Shares, LPU's or cash, (ii) the total number of Holdings Shares to be subject to Roll-Over Options under the Stock Subscription Agreement (the “Land Membership Interests”"Total Roll-Over Option Shares"), (iii) the aggregate spread (equal to $86.25 multiplied by the Total Roll-Over Option Shares) (the "Aggregate Roll-Over Option Spread"), and (iv) the Company shall lease net equity value of the Transferred Land from Land LLC pursuant Equity Units contributed to a “triple net” lease agreement Holdings (equal to (i) plus (iii)) (the “Land Lease”) containing arm’s length market terms and which "Net Equity Value Rolled"). The Net Equity Value Rolled shall be substantially in no less than $201.4 million and no more than $231.4 million. To the form extent the Net Equity Value Rolled exceeds $216.4 million, the Contribution Amount shall be reduced dollar for dollar by the amount of Exhibit B hereto (such difference. To the “Land Distribution”);extent the Net Equity Value Rolled is less than $216.4 million, the Contribution Amount shall be increased dollar for dollar by the amount of such difference.
(db) Following the steps in Section 2.1(c) the Company shall distribute the Land Memberships Interests to the Seller as a dividend;
(e) The Company shall pay to Seller the Excess Cash Dividend, as well as the sum of the Historical Intercompany Amount and the Intercompany Amount, by wire transfer of immediately available funds to an account designated by Seller as shall be set forth in a schedule delivered by Seller to Purchaser not less No later than three (3) 15 Business Days prior to the Closing Date; andClosing, (i) an Amended and Restated Certificate of Incorporation of Holdings, in the form agreed to by the HFCP Investors and the Company, the governance provisions of which shall reflect those set forth in Article V of the Stockholders' Agreement, shall have been filed as required by the NYBCL and shall have
(fc) Seller Immediately prior to, or concurrently with, the Closing, (i) the parties shall pay take all steps necessary to adjust the size of the Board of Directors of the Company all to be nine and elect as members of the Board of Directors of the Company Transaction Costs incurred each of the individuals who are to be members of the Board of Directors of Holdings as of the Closing Date, in accordance with the Stockholders' Agreement and if not calculable Seller (ii) all other individuals who are then members of the Company's Board shall pay them to the Company when finally determined and invoicedresign as directors.
Appears in 1 contract
Pre-Closing Actions. On the terms and subject to the conditions set forth in this AgreementClosing Date, on or immediately prior to the Closing Date:Merger Effective Time, the following actions shall take place or be effected (in the order set forth in):
(a) Seller The amended and the Company shall convert the Company from a corporation organized under the laws restated memorandum and articles of the State of Delaware to a limited liability company organized under the laws of the State of Delaware pursuant to Section 214 of the Delaware Limited Liability Company Act and Section 266 of the DGCL (the “Conversion”), and as a result of such Conversion all association of the Company Shares will be converted into membership interests in the Company (the “Company Membership Interests”);
(b) Purchaser shall advance funds to the Company in an amount sufficient to allow the Company to repay all outstanding amounts under and fully discharge the SS/L Credit Agreement and to pay all amounts due to be paid by the Company pursuant to this Agreement, and upon receipt of such funds, the Company shall repay all amounts outstanding under the SS/L Credit Agreement plus all accrued but unpaid interest thereon as of the Closing Date and shall cash collateralize or otherwise secure as provided herein all outstanding letters of credit, in accordance with the applicable provisions thereunder;
(c) Following the Conversion and immediately prior to the Closing, the Company shall transfer, assign and convey the Transferred Land to Land LLC via a quitclaim deed in exchange for membership interests in Land LLC (the “Land Membership Interests”), and the Company shall lease the Transferred Land from Land LLC pursuant to a “triple net” lease agreement (the “Land Lease”) containing arm’s length market terms and which shall be substantially in the form of Exhibit B D attached hereto (the “Land DistributionA&R Company Charter”);) shall be adopted and become effective.
(db) Following Immediately prior to the steps in Section 2.1(c) Recapitalization, the authorized share capital of the Company shall distribute be re-designated as (A) 3,000,000,000 shares of Company Class A ordinary shares of a par value of US$0.00001 each (each, a “Company Class A Ordinary Share”), (B) 1,000,000,000 shares of Company Class B ordinary shares of a par value of US$0.00001 each (each, a “Company Class B Ordinary Share,” and together with the Land Memberships Interests Company Class A Ordinary Shares, the “Company Ordinary Shares”), and (C) 1,000,000,000 shares of such class or classes (however designated) as the Company Board may determine, from time to time, of a par value of US$0.00001 each in accordance with the A&R Company’s Governing Documents (the “Re-designation”), such that the authorized share capital of the Company shall be US$50,000.
(c) Immediately following the Re-designation, each issued Company Ordinary Share shall be recapitalized by way of a repurchase in exchange for the issuance of such number of Company Ordinary Shares equal to the Seller as a dividend;
Recapitalization Factor (ei.e., one such Company Ordinary Share multiplied by the Recapitalization Factor) The Company shall pay to Seller (the Excess Cash Dividend, as well as “Recapitalization,” together with the sum adoption of the Historical Intercompany Amount A&R Company Charter and the Intercompany AmountRe-designation, the “Company Capital Restructuring”); provided that no fraction of a Company Ordinary Share will be issued by wire transfer virtue of immediately available funds the Recapitalization, and the Company Shareholder that would otherwise be so entitled to an account designated a fraction of a Company Ordinary Share (after aggregating all fractional Company Ordinary Shares that otherwise would be received by Seller as the Company Shareholder) shall instead be entitled to receive such number of Company Ordinary Shares in accordance with Section 4.8. The Recapitalization Factor shall be set forth adjusted to reflect appropriately the effect of any share subdivision, capitalization, share dividend or share distribution, reorganization, recapitalization, reclassification, consolidation, exchange of shares or other like change (in a schedule delivered by Seller each case, other than the Company Capital Restructuring) with respect to Purchaser not less than three (3) Business Days Company Ordinary Shares occurring on or after the date hereof and prior to the Closing Date; and
(f) Seller shall pay to the Company all Company Transaction Costs incurred as of the Closing Date, and if not calculable Seller shall pay them to the Company when finally determined and invoiced.
Appears in 1 contract
Sources: Business Combination Agreement (Chenghe Acquisition II Co.)
Pre-Closing Actions. On the terms and subject to the conditions set forth in this Agreement, on or 3.4.1. At least 2 (two) Business Days prior to Closing Date the following actions shall be undertaken by the Acquirer (“Pre-Closing Date:Actions”):
(a) Seller and the Company shall convert Acquirer / merchant bankers to the Company from a corporation organized under the laws of the State of Delaware to a limited liability company organized under the laws of the State of Delaware pursuant to Section 214 of the Delaware Limited Liability Company Act and Section 266 of the DGCL IPO (the “ConversionBankers”), shall have received and as a result delivered to the Sellers written final observations received from the Securities and Exchange Board of India (“SEBI”) on the draft red ▇▇▇▇▇▇▇ prospectus in relation to the IPO (“Final Observations”) and the fresh issue portion of such Conversion all IPO shall consist of the Company Shares will be converted into membership interests in the Company a minimum size of INR 900,00,00,000 (the Rupees Nine Hundred Crore only) (including Pre-IPO) (“Company Membership InterestsMinimum IPO Size”);
(b) Purchaser the Sellers shall advance funds to have received a written communication of the Company in an amount sufficient to allow Bankers confirming indicative expected demand based on the Company to repay all outstanding amounts under and fully discharge marketing activities for at least the SS/L Credit Agreement and to pay all amounts due to be paid by the Company pursuant to this AgreementMinimum IPO Size, and upon receipt of such funds, the Company shall repay all amounts outstanding under the SS/L Credit Agreement plus all accrued but unpaid interest thereon as nature/ category of the Closing Date and shall cash collateralize or otherwise secure as provided herein all outstanding letters of credit, institutional investors who are prospective investors in accordance with the applicable provisions thereunderIPO;
(c) Following the Conversion Sellers shall have received a certified true copy of the minutes of the meeting of the Board and/or IPO committee taking on record the IPO terms including as mentioned in limb (a) and immediately prior to the Closing(b) above, the Company shall transfer, assign and convey the Transferred Land to Land LLC via a quitclaim deed in exchange for membership interests in Land LLC (the “Land Membership Interests”), and the Company shall lease the Transferred Land from Land LLC pursuant to a “triple net” lease agreement (the “Land Lease”) containing arm’s length market terms and which shall be substantially in the form of Exhibit B hereto (the “Land Distribution”)formats as stipulated under SCHEDULE 23;
(d) Following the steps Acquirer shall have, based on communication from the Bankers, statutory auditors and counsels for the IPO, shared over email with the Sellers, the pre- execution version of the updated draft red ▇▇▇▇▇▇▇ prospectus, setting out the details in Section 2.1(c) the Company shall distribute the Land Memberships Interests relation to the Seller as a dividendIPO including the Minimum IPO Size mentioned, save and except only to the extent of details pursuant to the consummation of the transactions contemplated under this Agreement;
(e) The Company the Acquirer shall pay have shared with the Sellers the irrevocable consents in writing from relevant shareholders of the Acquirer agreeing to Seller the Excess Cash Dividendproposed price band of the IPO prior to the filing of the updated red ▇▇▇▇▇▇▇ prospectus pursuant to the amended and restated shareholders’ agreement dated December 11, 2015 pertaining to the Acquirer, as well as amended on September 30, 2021 and further amended on or about the sum date of this Agreement;
(f) the Acquirer shall have converted its Securities (whether compulsorily or optionally convertible) into Equity Shares of the Historical Intercompany Amount Acquirer; and
(g) the Acquirer shall have obtained a certificate from an Accountancy Firm and a registered merchant banker, certifying the fair market value of the Subscription Shares: (i) in compliance with the provisions of Section 62(1)(c) of the Act read with Rule 13 of the Companies (Share Capital and Debentures) Rules 2014; (ii) in accordance with the Income Tax Act, 1961 and the Intercompany AmountIncome Tax Rules, 1962; and
(iii) in accordance with the FEMA and the FDI Policy (wherever required) (“Valuation Certificate”), and a copy of the Valuation Certificate shall have been provided to the Sellers.
3.4.2. It is hereby agreed and acknowledged that the Sellers shall use commercially reasonable efforts in good faith to procure that Duet Pune divests its entire shareholding in Duet JKM prior to the Closing Date. Provided that if such divestment is not achieved prior to Closing Date, then the Parties shall mutually agree to a mechanism for divesting the shareholding in Duet JKM post the Closing Date along with a mechanism for ensuring that the entire proceeds from such divestment are transferred to the Sellers in priority to any of the shareholders of the Acquirer. For clarity, no consideration has been or shall be ascribed to Duet JKM and the Sellers have not and shall not provide any representations, warranties or indemnities in relation to Duet JKM, including in case of a failure of the Sellers to divest their shareholding in Duet JKM. Further, the Sellers undertake, in addition, that any entitlement of the Sellers to receive the sale proceeds above shall be net of any Loss or liability incurred by the Acquirer and/or its subsidiaries and any Tax liability (including, any associated penalties, interest, fines or any other similar levies) under the Income Tax Act in connection with any gains arising to the Acquirer and/or its subsidiaries associated with the transfer of Duet JKM, including any Tax liability arising on account of any capital gains tax on the proceeds received, or gains or profits made.
3.4.3. The Acquirer and each Seller hereby acknowledges and agrees that each such Party shall in good faith undertake all actions required for the listing of the Acquirer’s Securities pursuant to the IPO, including: (a) the provision by the Sellers of all such information as may be required by the Acquirer in respect of the Target Companies and Target Group Subsidiary, for or in connection with the IPO; and (b) the performance (or procuring the performance of) all acts and things, and executing and delivering (or procuring the execution and delivery of) such documents pertaining to the Target Companies and the Target Group Subsidiary as may be required under Applicable Law and in connection with the listing of the Acquirer’s Securities pursuant to the IPO.
3.4.4. Notwithstanding anything to the contrary in this Agreement but without prejudice to Clause 3.4.6 below, the Sellers may, any time at its sole discretion, waive one or more of the Pre-Closing Actions (unless such Pre-Closing Actions is required to be satisfied under Applicable Laws), in whole or in part, by wire transfer giving notice in writing to the Acquirer.
3.4.5. Upon completion of immediately available funds each of the Pre-Closing Actions (unless waived by the Sellers in accordance with Clause 3.4.4), the Acquirer shall issue a written confirmation substantially in the form attached as SCHEDULE 8 to an account designated the Sellers.
3.4.6. Each Party shall take all such actions as may be necessary or reasonably requested by Seller as the other Parties to ensure that the Share Subscription Closing and the Share Transfer Closing occurs on the Closing Date.
3.4.7. The Acquirer shall be set forth in a schedule delivered by Seller to Purchaser not less than three have, at least 2 (3two) Business Days prior to the Closing Date; and, procured and delivered to the Sellers a consent from ▇▇▇▇▇▇ Investments (Singapore) Pte. Ltd. consenting to the transactions contemplated under the Transaction Documents pursuant to the debenture trust deed dated March 10, 2021 executed by and between the Acquirer and Vistra (ITCL) India Limited.
(f) 3.4.8. Each Seller shall pay have procured and delivered to the Company all Company Transaction Costs incurred as Acquirer a draft report for the purposes of Section 281 of the Income Tax Act, including screenshots of the TRACES portal and the portal on the income tax website relevant to each Seller, from an Accountancy Firm, providing the status of pending tax proceedings and outstanding tax demands against the relevant Seller under the Income Tax Act, if any. no less than 7 (seven) Business Day prior to the Closing Date.
3.4.9. Each Seller shall have, at least 7 (seven) Business Days prior to the Closing Date, procured and if not calculable Seller shall pay them delivered a capital gain / loss computation and an opinion from a Accountancy Firm on a reliance basis and in the form and manner acceptable to the Company when finally determined Acquirer determining the tax amount, if any, that is to be withheld on the transactions of sale of the Sale Securities and invoicedthat there is no risk of the Acquirer being a representative assessee with respect to the tax on the transaction of sale of the Sale Securities.
Appears in 1 contract
Pre-Closing Actions. On the terms and subject to the conditions set forth in this Agreement, on or prior to the Closing Date:
(a) Seller and the Company shall convert the Company from a corporation organized under the laws of the State of Delaware to into a limited liability company organized under the laws of the State of Delaware pursuant to Section 214 of the Delaware Limited Liability Company Act and Section 266 of the DGCL (the “Conversion”), and as a result of such Conversion all of the Company Shares will be converted into membership interests in the Company (the “Company Membership Interests”);
(b) Purchaser shall advance funds to the Company in an amount sufficient to allow the Company to repay all outstanding amounts under and fully discharge the SS/L Credit Agreement and to pay all amounts due to be paid by the Company pursuant to this Agreement, and upon receipt of such funds, the Company shall repay all amounts outstanding under the SS/L Credit Agreement plus all accrued but unpaid interest thereon as of the Closing Date and shall cash collateralize or otherwise secure as provided herein all outstanding letters of credit, in accordance with the applicable provisions thereunder; provided that, upon written notice delivered to Purchaser at least one (1) Business Day in advance of the Closing, Purchaser shall first advance funds to the Company in an amount sufficient to allow the Company to repay any amounts required to be paid pursuant to this Section 2.1(b) and to pay all amounts due to be paid by the Company pursuant to this Agreement to Persons other than Seller and its Affiliates;
(c) Following the Conversion and immediately prior to the Closing, the Company shall transfer, assign and convey the Transferred Land to Land LLC via a quitclaim deed in exchange for membership interests in Land LLC (the “Land Membership Interests”), and the Company shall lease the Transferred Land from Land LLC pursuant to a “triple net” lease agreement (the “Land Lease”) containing arm’s length market terms and which shall be substantially in the form of Exhibit B hereto (the “Land Distribution”);
(d) Following the steps in Section 2.1(c) the Company shall distribute the Land Memberships Interests to the Seller as a dividend;
(e) The Company shall pay to Seller the Excess Cash Dividend, as well as the sum of the Historical Intercompany Amount and the Intercompany Amount by delivering to Seller a promissory note (the “Intercompany Note”), in substantially the form of Exhibit E hereto, in a principal amount equal to (i) the Historical Intercompany Amount plus (ii) the Intercompany Amount, by wire transfer of immediately available funds to an account designated by Seller as which principal amount shall be set forth in a schedule delivered by Seller to Purchaser not less than three at least one (31) Business Days Day prior to the Closing Date; and
(fe) Seller Following the steps set forth in Sections 2.1(c) and 2.1(d), the Company shall pay distribute to the Company all Company Transaction Costs incurred Seller as a dividend (i) the Land Membership Interests and (ii) a promissory note (the “Excess Cash Dividend Note”), in substantially the form of Exhibit F hereto, in a principal amount equal to the Excess Cash Dividend Amount, which principal amount shall be set forth in a schedule delivered by Seller to Purchaser at least one (1) Business Day prior to the Closing Date, and if not calculable Seller shall pay them to the Company when finally determined and invoiced.”
Appears in 1 contract
Sources: Purchase Agreement (Loral Space & Communications Inc.)