Combination Transactions Sample Clauses

Combination Transactions. Subject to Section 5.8, immediately following the occurrence of the Pre-Combination Transactions, and pursuant to the terms and subject to the conditions herein, and in reliance upon the representations, warranties and agreements herein, the following “Combination Transactions” shall occur:

Combination Transactions. Each of the RES Signatories, the TES Signatories, PubCo and RNGR shall, and immediately following the consummation of the Reorganization Transactions and the amendment and restatement of PubCo’s Certificate of Incorporation and Bylaws hereby does, take all of the actions and consummate the transactions set forth in this Section 2.6 (the “Combination Transactions”) that are applicable to such Person, and each Party agrees that the Combination Transactions shall be deemed to occur for all purposes in the order in which they appear in this Section 2.6.

Combination Transactions. Upon the terms and subject to the satisfaction or written waiver of the conditions contained in this Agreement, at the Closing: (a) SPAC shall contribute all of its assets to SPAC Sub, including but not limited to (i) the Available Cash and (ii) a number of newly issued shares of SPAC Class B Common Stock equal to the number of Holdings OpCo Units (such shares, the “Holdings Class B Shares” and such transaction, the “SPAC Contribution”); (b) immediately following the SPAC Contribution, Holdings shall contribute to OpCo the Company Interests and, in connection therewith, (i) OpCo will be recapitalized as set forth in the OpCo A&R LLC Agreement, and (ii) OpCo will issue to Holdings the Holdings OpCo Units (such transactions, the “Holdings Contribution”); (c) immediately following the Holdings Contribution, SPAC Sub shall transfer to Holdings the Holdings Class B Shares and the right to enter into the Tax Receivable Agreement (such applicable transactions, the “SPAC Sub Transfer”), it being understood that after giving effect to the SPAC Sub Transfer, Holdings will hold the Holdings OpCo Units, the Holdings Class B Shares and the right to enter into the Tax Receivables Agreement; and (d) immediately following the SPAC Sub Transfer, SPAC Sub shall contribute to OpCo all of its remaining assets, including the Available Cash, in exchange for the issuance by OpCo to SPAC Sub of the Issued OpCo Units (the “SPAC Sub Contribution”, and, together with the SPAC Contribution, the Holdings Contribution and the SPAC Sub Transfer, the “Combination Transactions”), it being understood that after giving effect to the SPAC Sub Contribution, SPAC Sub will hold the Issued OpCo Units, which, in the aggregate, equal a number of OpCo Units equal to the number of shares of SPAC Class A Common Stock issued and outstanding after giving effect to the Combination Transactions and Private Placements.

Combination Transactions. On the Third Restatement Effective Date, (i) each of the Combination Transactions shall have been consummated in all material respects in accordance with the Combination Transaction Documents therefor and all applicable laws, (ii) the Administrative Agent shall have received true and correct copies of all Combination Transaction Documents, certified as such by an appropriate officer of Parent, (iii) all Combination Transaction Documents, and all terms and conditions thereof, shall be in form and substance reasonably satisfactory to the Senior Managing Agents, (iv) all Combination Transaction Documents shall have been duly executed and delivered by the parties thereto and be in full force and effect, (v) the Combination Transactions (including all of the terms and conditions thereof) shall have been duly approved by the requisite boards of directors and (if required by applicable law) the requisite shareholders of the Borrower, Parent and B&W, (vi) the representations and warranties set forth in the Combination Transaction Documents shall be true and correct in all material respects as if made on and as of the Third Restatement Effective Date, (vii) each of the conditions precedent to the consummation of each the Combination Transaction as set forth in the relevant Combination Transaction Documents therefor shall have been satisfied in all material respects, and not waived except with the consent of each Senior Managing Agent and the Required Lenders, to the reasonable satisfaction of each Senior Managing Agent and the Required Lenders, and (viii) all Liens or Indebtedness to be incurred or assumed in connection with the Combination Transactions shall otherwise be permitted under this Agreement (including, without limitation, Sections 8.03 and 8.04).

Combination Transactions