Common use of Transactions to be Effected at Closing Clause in Contracts

Transactions to be Effected at Closing. (a) At the Closing, upon the terms and subject to the conditions of this Agreement, PDC shall sell to Buyer and Buyer shall purchase from PDC the Cross Purchase Class B Units and, in exchange therefor, Buyer shall (a) enter into that certain Tax Receivable Agreement with PDC, in the form attached hereto as Exhibit A (the “Tax Receivable Agreement”), (b) issue to PDC 481,601.2 shares of Series A voting preferred stock of Buyer, par value $0.0001 per share, with such terms and conditions as set forth in the Certificate of Designation (such series, the “Buyer Series A Voting Preferred Stock”) and (c) issue to PDC, to the extent it becomes due and payable in accordance with Section 1.3, the Contingency Consideration (as defined in Section 1.3). Immediately upon receipt of the Cross Purchase Class B Units acquired in accordance with this Section 1.2, Buyer shall surrender such Cross Purchase Class B Units to Appleton for cancellation and, upon its receipt thereof, Appleton shall issue to Buyer the Cross Purchase Class A Units. (b) Buyer and PDC shall use their commercially reasonable efforts to make the Cross Purchase Class B Units Determination within fifteen (15) days of the date of this Agreement and, lacking such agreement, the matter shall be referred to an independent mutually acceptable valuation firm with experience in valuing similar assets, which firm shall make such determination at least three (3) days prior to the First Closing; provided that any such determination made by such valuation firm shall not value the Cross Purchase Consideration outside the range of values proposed in good faith by the parties.