Common use of Combination Transactions Clause in Contracts

Combination Transactions. (i) At the Closing (A) SPAC shall contribute to OpCo (1) all of its assets (excluding its interests in OpCo and the SPAC Shareholder Redemption Amount), including, for the avoidance of doubt, the Available Cash, and (2) a number of shares of newly issued SPAC Class V Common Stock equal to the number of Seller OpCo Units (such shares, the “Seller Class V Shares”) and (B) in exchange therefor, OpCo shall issue to SPAC (1) a number of OpCo Units which shall equal the number of total shares of SPAC Class A Common Stock issued and outstanding immediately after the Closing of the Transactions (taking into account the Private Placements and giving effect to the exercise of all Redemption Rights) and (2) a number of OpCo Warrants which shall equal the number of SPAC Warrants outstanding immediately after the Closing of the Transactions (such transactions in this Section 2.01(f)(i), the “SPAC Contribution”); and (ii) immediately following the SPAC Contribution, (A) Sellers shall contribute to OpCo the Company Interests and (B) in exchange therefor, OpCo shall transfer to Sellers, in amounts in accordance with the Allocation Schedule, (1) the Seller OpCo Units and (2) the Seller Class V Shares (such transactions in this Section 2.01(f)(ii), the “Seller Contribution” and together with the SPAC Contribution, the “Combination Transactions”).

Combination Transactions. Upon the terms and subject to the satisfaction or written waiver of the conditions contained in this Agreement, at the Closing: (i) At the Closing (A) SPAC shall contribute to OpCo (1A) all of its assets (excluding its interests in OpCo and the SPAC Shareholder Stockholder Redemption Amount), including, for the avoidance of doubt, the Available Cash, and (2B) a number of shares of newly issued SPAC Class V C Common Stock equal to the number of Seller Holdings OpCo Units (such shares, the “Seller Holdings Class V C Shares”) and (Bii) in exchange therefor, OpCo shall issue to SPAC (1) a number of OpCo Units Units, which shall equal the number of total shares of SPAC Class A Common Stock issued and outstanding immediately after the Closing of the Transactions (taking into account the Private Placements and giving effect to following the exercise of all Redemption Rights) and (2) a number of OpCo Warrants which shall equal the number of SPAC Warrants outstanding immediately after the Closing of the Transactions (such transactions in this Section 2.01(f)(i)transactions, the “SPAC Contribution”); and (iib) immediately following the SPAC Contribution, (Ai) Sellers Holdings shall contribute to OpCo the Company Interests and (Bii) in exchange therefor, OpCo shall transfer to Sellers, in amounts in accordance with the Allocation Schedule, Holdings (1A) the Seller Holdings OpCo Units and (2B) the Seller Holdings Class V C Shares (such transactions in this Section 2.01(f)(ii)transactions, the “Seller Holdings Contribution” and together with the SPAC Contribution, the “Combination Transactions”).

Combination Transactions. (i) At the Closing (A) SPAC shall contribute to OpCo (1) Company all of its assets (excluding its interests in OpCo and the SPAC Shareholder Redemption Amount), including, for including the avoidance of doubt, the Available Cash, and (2) a number of shares of newly issued SPAC Class V Common Stock equal to the number of Seller OpCo Units (such shares, the “Seller Class V Shares”) Aggregate Transaction Proceeds and (B) in exchange therefor, OpCo Company shall issue to SPAC (1) a number of OpCo Company Units which shall equal the number of total shares of SPAC Class A Common Stock issued and outstanding immediately after the Closing of the Transactions (taking into account the Private Placements and giving effect to the exercise of all Redemption Rights) and (2) a number of OpCo Warrants which shall equal the number of SPAC Warrants outstanding immediately after the Closing in full of the Transactions Redemption Right and the SPAC Share Conversion) (such transactions in this Section 2.01(f)(i2.01(g)(i), the “SPAC Contribution”); and (ii) immediately following the SPAC Contribution, (A) Sellers shall contribute to OpCo the Company Interests held by Parent immediately prior to Closing shall convert into the Parent Company Units and (B) in exchange therefor, OpCo Parent shall transfer to Sellers, in amounts in accordance with the Allocation Schedule, (1) the Seller OpCo Units and (2) the Seller subscribe for a number of shares of newly issued SPAC Class V Shares Common Stock (“Parent Class V Shares”) equal to the number of Parent Company Units to be outstanding following the conversion set forth in (A) above for a cash subscription price of $0.0001 per share (such transactions in this Section 2.01(f)(ii2.01(g)(ii), the “Seller Contribution” and together with the SPAC Contribution, the “Combination Transactions”).