02Closing. (a) On the terms of this Agreement, and subject to the conditions set forth herein, the closing of the sale and purchase of the Purchased Securities (the “Closing”) shall occur at 10:00 a.m. (New York City time) on the third (3rd) Business Day after all of the conditions to the Closing set forth in Article VI of this Agreement have been satisfied or, to the extent permitted by applicable Law, waived by the party entitled to the benefit thereof (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions at such time) at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, or at such other place, time and date as shall be agreed between the Company and the Investor (the date on which the Closing occurs, the “Closing Date”); provided, however, unless agreed otherwise by the Hill Path Investor, the Closing will not occur unless and until the Company has provided prior notice of the anticipated Closing Date in a written notice delivered by the Company to the Investors, to the extent practicable, at least three Business Days prior to the Closing Date. (b) At the Closing: (i) the Company shall (1) deliver to the Hill Path Investor evidence reasonably satisfactory to the Hill Path Investor of the issuance of the Purchased Securities in its name and in such amounts as set forth on Schedule II opposite its name, through the facilities of The Depository Trust Company or, at the Hill Path Investor’s election, in book entry form, which Purchased Securities will be free and clear of all Liens, except restrictions imposed by applicable securities Laws, the Company Charter Documents and the Transaction Documents, and (B) the Registration Rights Agreement, duly executed by the Company; (ii) the Company shall (1) deliver to the HPS Investor evidence reasonably satisfactory to the HPS Investor of the issuance of the Purchased Securities in its name and in such amounts as set forth on Schedule II opposite its name, through the facilities of The Depository Trust Company or, at the HPS Investor’s election, in book entry form, which Purchased Securities will be free and clear of all Liens, except restrictions imposed by applicable securities Laws, the Company Charter Documents and the Transaction Documents, and (B) the Registration Rights Agreement, duly executed by the Company; and (iii) each Investor shall (A) pay its applicable portion of the Purchase Price as set forth on Schedule II opposite its name to the Company, by wire transfer in immediately available U.S. federal funds, to the account designated by the Company in writing at least three (3) Business Days prior to the Closing Date, and (B) deliver to the Company the Registration Rights Agreement, duly executed by each Investor. (iv) If an Investor is a “United States person” as defined in Section 7701(a)(30) of the Code, such Investor shall have delivered to the Company (or its paying agent or any other applicable withholding agent) a duly executed, valid and properly completed IRS Form W-9 (or successor form). If an Investor is not a “United States person” as defined in Section 7701(a)(30) of the Code, such Investor shall have delivered to the Company (or its paying agent or any other applicable withholding agent) a duly executed, valid and properly completed IRS Form W-8EXP (or successor form) certifying such Investor’s complete exemption from U.S. dividend withholding tax or IRS Form W-8IMY (or successor form) certifying such Investor’s status as a “withholding foreign partnership” within the meaning of Treasury Regulations Section 1.1441-5(c)(2) that has assumed primary responsibility for withholding under chapters 3 and 4 of the Code, information reporting under chapter 61 of the Code, backup withholding under Section 3406 of the Code, and withholding under any other provision of the Code.
Appears in 1 contract
02Closing. (a) On the terms of this Agreement, and subject to the conditions set forth herein, the The closing of the sale and purchase of the Purchased Securities Acquired Units (the “"Closing”") shall occur at 10:00 a.m. (New York City time) on the third (3rd) Business Day after all of the conditions to the Closing set forth in Article VI date of this Agreement have been satisfied orand concurrently with the Effective Date or at such time as agreed in writing by the Company and the Required Purchasers. Upon the Closing, each Purchaser shall be bound by the terms and provisions of the Company LPA as a holder of the Preferred Units with respect to the extent permitted Purchaser Acquired Units held by applicable Lawsuch Purchaser.
(a) At the Closing (unless otherwise specified):
(i) the Company shall deliver to each of the Purchasers
(A) a copy of the updated register of partners of the Company, waived reflecting the issuance to such Purchaser of such Purchaser's Acquired Units;
(B) the Parent LPA, duly executed by each of the parties to such document;
(C) the Company A&R LPA, duly executed by each of the parties to such document;
(D) the LPA Amendment, duly executed by each of the parties to such document;
(E) the Voting Agreement, duly executed by the party entitled General Partner and FCI;
(F) the Redemption Default Agreement, duly executed each of the parties to the benefit thereof such document (other than those conditions that by their nature are to be satisfied at the Closing, but subject to Purchasers);
(G) a copy of the satisfaction or waiver duly adopted Amended and Restated Bylaws of those conditions at such timethe General Partner in the form attached as Exhibit G;
(H) at the offices written opinion of ▇Squire ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ (US) LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇as counsel for the Company, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, dated as of the Closing and substantially in the form attached hereto as Exhibit H;
(I) a certificate as to the good standing (or at such other place, time and date as shall be agreed between the Company local law equivalent) of each of the Ferrellgas Parties and the Investor Company's Subsidiaries as of a recent date, from the Secretary of State of the States of Delaware or Kansas (the date on which the Closing occurs, the “Closing Date”as applicable); provided, however, unless agreed otherwise by the Hill Path Investor, the Closing will not occur unless and until the Company has provided prior notice of the anticipated Closing Date in a written notice delivered by the Company to the Investors, to the extent practicable, at least three Business Days prior to the Closing Date.and
(bJ) At the Closing:
(i) the Company shall (1) deliver to the Hill Path Investor evidence reasonably satisfactory to the Hill Path Investor Purchasers that the Confirmation Order has become a Final Order and that no order staying, reversing, modifying or amending the Confirmation Order is in effect as of the issuance Closing;
(K) evidence reasonably satisfactory to the Purchasers of the Purchased Securities in consummation of the Refinancing Transactions or that the Refinancing Transactions will be consummated substantially concurrently with the Closing;
(L) evidence reasonably satisfactory to the Purchasers that no Contract binding on the Company or its name Subsidiaries prevents or restricts the Company from making the payments contemplated by Section 7 of the LPA Amendment and in such amounts any applicable payments contemplated by any of the Purchasers' Side Letters as set forth on Schedule II opposite its name, through the facilities of The Depository Trust Company or, at the Hill Path Investor’s election, in book entry form, which Purchased Securities will be free and clear of all Liens, except restrictions imposed by applicable securities Laws, the Company Charter Documents and the Transaction Documents, and therein;
(BM) the Registration Rights AgreementPurchasers' Side Letter to which such Purchaser is a party, duly executed by the General Partner and the Company;
(ii) the Company shall (1) deliver to the HPS Investor evidence reasonably satisfactory Ares Purchasers payment of all reasonable and documented expenses actually incurred by the Ares Purchaser in accordance with the Ares Commitment Letter and Section 6.12 of this Agreement by wire transfer in immediately available U.S. federal funds, to the HPS Investor of the issuance of the Purchased Securities in its name and in such amounts as set forth on Schedule II opposite its name, through the facilities of The Depository Trust Company or, at the HPS Investor’s election, in book entry form, which Purchased Securities will be free and clear of all Liens, except restrictions imposed by applicable securities Laws, the Company Charter Documents and the Transaction Documents, and (B) the Registration Rights Agreement, duly executed account or accounts designated by the Company; andAres Purchasers in writing;
(iii) the Company shall deliver to the JPMCF Purchaser payment of all reasonable and documented expenses actually incurred by the JPMCF Purchaser in accordance with the JPMCF Commitment Letter and Section 6.12 of this Agreement by wire transfer in immediately available U.S. federal funds, to the account or accounts designated by the JPMCF Purchaser in writing;
(iv) each Investor Purchaser shall severally (AA)pay its respective Purchase Price Portion (after deduction of an amount equal to three percent (3.00%) pay its applicable portion of such Purchase Price Portion, which shall be treated as a discount to the Purchase Price as set forth on Schedule II opposite its name for federal income tax purposes) to the Company, by wire transfer in immediately available U.S. federal funds, to the account designated by the Company in writing at least three (3) Business Days prior to the Closing Date, and (B) deliver to the Company the Registration Rights Agreement, duly executed by each Investor.
(iv) If an Investor is a “United States person” as defined in Section 7701(a)(30) of the Code, such Investor shall have delivered to the Company (or its paying agent or any other applicable withholding agent) a duly executed, valid and properly completed IRS Form W-9 (or successor form). If an Investor is not a “United States person” as defined in Section 7701(a)(30) of the Code, such Investor shall have delivered to the Company (or its paying agent or any other applicable withholding agent) a duly executed, valid and properly completed IRS Form W-8EXP (or successor form) certifying such Investor’s complete exemption from U.S. dividend withholding tax or IRS Form W-8IMY (or successor form) certifying such Investor’s status as a “withholding foreign partnership” within the meaning of Treasury Regulations Section 1.1441-5(c)(2) that has assumed primary responsibility for withholding under chapters 3 and 4 of the Code, information reporting under chapter 61 of the Code, backup withholding under Section 3406 of the Code, and withholding under any other provision of the Code.writing;
Appears in 1 contract