FIRST CLOSING TRANSACTIONS Sample Clauses

The "First Closing Transactions" clause defines the initial set of actions, transfers, or obligations that must be completed at the first closing of a multi-stage transaction. Typically, this clause outlines which assets, shares, or interests are to be transferred, what payments are to be made, and which conditions must be satisfied or waived at this initial stage. For example, in a phased acquisition, the first closing might involve the transfer of a portion of shares and payment of a corresponding purchase price installment. The core function of this clause is to provide a clear roadmap for the parties regarding what must occur at the first closing, thereby reducing ambiguity and ensuring that both sides understand their immediate obligations and the sequence of events.
FIRST CLOSING TRANSACTIONS. 1. SE Transmission will contribute to SEP, SE Transmission’s right, title and interest in and to Y% of the ownership interests of SE Transmission II (the “SE Transmission II (SE Transmission) Contributed Interest”), and SEP would: (a) accept such right, title and interest and be admitted as a member of SE Transmission II; and (b) issue to SE Transmission [ ] Common Units (the “SE Transmission (SE Transmission II) Unit Consideration”) (to be adjusted on First Closing pursuant to Section 2.3). 2. SE SESH will contribute to SEP, SE SESH’s right, title and interest in and to 24.95% of the ownership interests of Southeast Supply Header, LLC (a Delaware limited liability company) (the “First Closing SESH Contributed Interest”) (such that SE SESH will hold 25.05% and SEP will hold 24.95%, with a third party holding the remaining 50%), and SEP would: (a) accept such right, title and interest and be admitted as a member of Southeast Supply Header, LLC; and (b) issue to SE SESH [ ] Common Units (the “SE SESH First Closing Unit Consideration”) (to be adjusted on First Closing pursuant to Section 2.3). 3. ▇▇ ▇▇▇▇▇ Trail will contribute to SEP, ▇▇ ▇▇▇▇▇ Trail’s right, title and interest in and to 67% of the ownership interests of Sabal Trail Transmission, LLC (a Delaware limited liability company) (the “Sabal Trail Contributed Interest”), and SEP would: (a) accept such right, title and interest and be admitted as a member of Sabal Trail Transmission, LLC; and (b) issue to ▇▇ ▇▇▇▇▇ Trail [ ] Common Units (the “▇▇ ▇▇▇▇▇ Trail Unit Consideration”) (to be adjusted on First Closing pursuant to Section 2.3). 4. MLP GP will contribute to SEP, MLP GP’s right, title and interest in and to: (a) 1% of the ownership interests of Gulfstream Natural Gas System, L.L.C. (a Delaware limited liability company) (the “Gulfstream Contributed Interest”) (such that SEP will hold 50% of the ownership interests of Gulfstream Natural Gas System, L.L.C., with the remaining 50% held by a third party); (b) 100% of the ownership interests of Spectra Energy Sand Hills Holding, LLC (a Delaware limited liability company) (the “Sand Hills Contributed Interest”) (such that SEP will hold 100% of the ownership interests of Spectra Energy Sand Hills Holding, LLC); (c) 100% of the ownership interests of Spectra Energy Southern Hills Holding, LLC (a Delaware limited liability company) (the “Southern Hills Contributed Interest”) (such that SEP will hold 100% of the ownership interests of Spectra Energy Southe...
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FIRST CLOSING TRANSACTIONS. Subject to the terms and conditions set forth in this Agreement, at the First Closing, (a) the Company shall issue, sell and deliver to the Purchaser 8,800,000 Common Shares of the Company (the "COMMON SHARES") in exchange for 790,000 shares of common stock of the Purchaser (the "FOREST SHARES") to be issued, sold and delivered by the Purchaser to the Company; (b) the Company shall issue, sell and deliver to the Purchaser 3,000,000 Redeemable Preferred Shares, Series B (the "SERIES B PREFERRED SHARES"), having (i) the rights, privileges, restrictions and conditions set out in Exhibit A attached hereto, and (ii) the collateral security set out in Exhibit "G" hereto and the Purchaser shall deliver a certified cheque or bank draft for $3,000,000 as payment for the Series B Preferred Shares; (c) the Company and the Purchaser shall execute and deliver the Prospectus Agreement substantially in the form of Exhibit B attached hereto; (the "PROSPECTUS AGREEMENT"). (d) the Company and the Purchaser shall execute and deliver the Company Registration Rights Agreement substantially in the form of Exhibit C attached hereto (the "COMPANY REGISTRATION RIGHTS AGREEMENT").
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Related to FIRST CLOSING TRANSACTIONS

  • Closing Transactions On the terms and subject to the conditions set forth in this Agreement, the following transactions shall occur in the order set forth in this Section 2.1:

  • Pre-Closing Transactions Prior to the purchase of the Initial Securities on the Closing Date, the Pre-Closing Transactions shall have been duly consummated at the respective times and on the terms contemplated by this Agreement, the General Disclosure Package and the Prospectus and the Representatives shall have received such evidence that the Pre-Closing Transactions have been consummated as the Representatives may reasonably request.

  • First Closing The First Closing shall have occurred.

  • Restructuring Transactions On the Effective Date, the Debtor, Newco, GP, Finance Co and Merger Co shall enter into the Consensual Transaction described in Section 3 of the Implementation Plan attached to the Transaction Support Agreement as Exhibit B. On the later of the Effective Date and the Merger Date, the Debtor and Merger Co will enter into a merger agreement under which the Debtor will merge with Merger Co, and following the merger, the Debtor will be the surviving and successor entity. The actions to implement this Plan and the Implementation Plan may include, in accordance with the consent rights in the Transaction Support Agreement: (a) the execution and delivery of appropriate agreements or other documents of merger, amalgamation, consolidation, restructuring, conversion, disposition, transfer, arrangement, continuance, dissolution, sale, purchase, or liquidation containing terms that are consistent with the terms of the Plan and the Transaction Support Agreement and that satisfy the applicable requirements of applicable law and any other terms to which the applicable Entities may agree; (b) the execution and delivery of appropriate instruments of transfer, assignment, assumption, or delegation of any asset, property, right, liability, debt, or obligation on terms consistent with the terms of the Plan and the Transaction Support Agreement and having other terms for which the applicable parties agree; (c) the filing of appropriate certificates or articles of incorporation, reincorporation, merger, consolidation, conversion, amalgamation, arrangement, continuance, or dissolution pursuant to applicable state or provincial law; (d) the execution and delivery of contracts or agreements, including, without limitation, transition services agreements, employment agreements, or such other agreements as may be deemed reasonably necessary to effectuate the Plan in accordance with the Transaction Support Agreement; and (e) all other actions that the applicable Entities determine to be necessary, including making filings or recordings that may be required by applicable law in connection with the Plan.

  • 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.