Transaction Consummated Clause Samples

The 'Transaction Consummated' clause defines the point at which a transaction is considered fully completed and all necessary actions, such as the transfer of assets, payment of consideration, and fulfillment of closing conditions, have been finalized. In practice, this clause typically specifies the exact moment or event—such as the exchange of documents or funds—that marks the official closing of the deal. Its core function is to provide legal certainty about when the parties’ obligations are fulfilled and the transaction is legally binding, thereby reducing ambiguity and potential disputes regarding the completion of the transaction.
Transaction Consummated. (i) The Asset Transfer shall have been consummated on terms and conditions reasonably satisfactory to the Purchasers. (ii) The Acquisition shall have been consummated (or shall be consummated contemporaneously with the application by the Company of the proceeds of the Notes) and in connection therewith, the Company shall have acquired 100% of the issued and outstanding stock of RailTex pursuant to the Merger Agreement for a merger consideration comprised of (i) an aggregate cash purchase price of no more than $139,000,000 and (ii) the Equity Issuance (as defined in the Incorporated Agreement) which shall have been consummated on terms (including documentation in respect thereof in form and substance) satisfactory in all respects to the Purchasers. (iii) In connection with the Acquisition, the Rail America Refinancing and the RailTex Refinancing shall have been consummated (or shall be consummated contemporaneously with the application by the Company of the proceeds of the Notes) on terms and conditions satisfactory in all respects to the Purchasers and except for capital leases and senior secured indebtedness totaling $17,900,000 and convertible subordinated indebtedness of $24,600,000, Holdings and its Subsidiaries shall have no indebtedness for borrowed money other than that incurred in connection with the Transaction. (iv) The Company shall have received proceeds of not less than $330,000,000 of Term Loans under the Credit Agreement and the Revolving Loans shall be available thereunder (but undrawn) on the Issuance Date. (v) The Intermediate Holdings Asset Bridge Note Issuance shall have been consummated on terms (including documentation in respect thereof in form and substance) satisfactory in all respects to the Purchasers and resulted in gross cash proceeds of at least $55,000,000. All of the net proceeds of the Intermediate Holdings Asset Bridge Note Issuance shall have been contributed by Intermediate Holdings to the Company as a common equity contribution for use in partially financing the Transaction. (vi) RailTex shall have received net cash proceeds from the exercise of RailTex stock options of at least $11,100,000 (subject to adjustment due to cashless exercise of such options and termination of such options not exercised). (vii) The Company shall have at least $10,300,000 cash on hand immediately prior to the consummation of the Transaction. (viii) RailTex shall have received net cash proceeds from the sale of RailTex Brazil of at least $9,00...
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Transaction Consummated. The Agents shall have received evidence satisfactory to each of them that all actions necessary to consummate the Transaction shall have been taken or completed in accordance with law and the Transaction Documents, and the Transaction shall be consummated for an aggregate amount not to exceed $415,100,000 (including any amounts necessary to pay related reasonable fees and expenses, which shall not exceed $23,000,000).
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Transaction Consummated. The Arrangers shall have received evidence satisfactory to each of them that all actions necessary to (i) consummate the Refinancing, (ii) establish and fund, in full, the RC/Arby's Notes Repayment Pledge Account and the Acquisition Escrow Account, (iii) consummate the Subordinated Notes Offering from which Holdco and Triarc Beverage shall receive gross proceeds of at least $300,000,000 and (iv) make the Triarc Dividend (to the extent to be made on the Closing Date) shall have been taken or completed in accordance with applicable law and the applicable Transaction Documents.
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Transaction Consummated. The ----------------------- Syndication Agent and the Documentation Agent shall have received evidence satisfactory to each of them that all actions necessary to consummate the Transaction were taken or completed in accordance with law and the Transaction Documents, and that the Transaction shall be consummated for an aggregate amount not in excess of $415,100,000 (including all amounts necessary to pay related reasonable fees and expenses, which shall not exceed $23,000,000).
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Transaction Consummated. The Financed Acquisition shall have been consummated (or shall be concurrently consummated) and in connection therewith, Holdings shall have acquired 94.9% of WRC pursuant to the Purchase Agreement for an aggregate purchase price of $396,054,500.
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Transaction Consummated. (a) The Agents shall have received evidence satisfactory to each of them that the Initial Public Offering has been consummated in accordance with law and at least $150,000,000 of gross cash proceeds were received by the Borrower. (b) The Agents shall have received evidence satisfactory to each of them that all actions necessary to consummate the Refinancing of approximately $227,500,000 of Indebtedness of the Borrower and its Subsidiaries shall have been taken or completed in accordance with law and that the related fees and expenses of approximately $20,000,000, were paid.
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Related to Transaction Consummated

  • 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.

  • Consummation of Acquisition Concurrently with the making of the initial Loans, (i) the Buyer shall have purchased pursuant to the Acquisition Documents (no provision of which shall have been amended or otherwise modified or waived in a manner that is materially adverse to the Lenders’ interests) without the prior written consent of the Agents), and shall have become the owner, free and clear of all Liens, of all of the Acquisition Assets, (ii) the proceeds of the initial Loans shall have been applied in full to pay a portion of the Purchase Price payable pursuant to the Acquisition Documents for the Acquisition Assets and the closing and other costs relating thereto, and (iii) the Buyer shall have fully performed all of the obligations to be performed by it under the Acquisition Documents.

  • Merger Transaction 2.1 Merger of Acquisition Sub into the Company. Upon the terms and subject to the conditions set forth in this Agreement and in accordance with the DGCL, at the Effective Time (as defined in Section 2.3), Acquisition Sub shall be merged with and into the Company, the separate existence of Acquisition Sub shall cease and the Company will continue as the surviving corporation in the Merger (the “Surviving Corporation”).

  • Transactions identified under Section 2 of this Agreement shall be deemed exception services ("Exception Services") when such transactions: (a) Require the Transfer Agent to use methods and procedures other than those usually employed by the Transfer Agent to perform services under Section 1 of this Agreement; (b) Involve the provision of information to the Transfer Agent after the commencement of the nightly processing cycle of the TA2000 System; or (c) Require more manual intervention by the Transfer Agent, either in the entry of data or in the modification or amendment of reports generated by the TA2000 System than is usually required by non-retirement plan and pre-nightly transactions.

  • 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.