Subsequent Proceeds. In the event of a Bifurcated Closing, on the Rights Offering Closing Date, following the receipt by CAC of the total proceeds from the Rights Offering (including any additional proceeds from the Sponsors as set forth in Section 3.1(b)), subject to Section 2.2(d) (such amount, the “Rights Offering Proceeds;” the Initial Proceeds and the Rights Offering Proceeds collectively, the “Contributed Proceeds”): (1) CAC shall contribute, transfer, convey, assign and deliver to Growth Partners, and Growth Partners shall receive and accept from CAC, the Rights Offering Proceeds, which shall be made by one or more wire transfers in immediately available funds to an account or accounts previously identified by Growth Partners; and (2) Growth Partners shall issue to CAC, and CAC shall receive and accept from Growth Partners, free and clear of any Liens (other than those under any Ancillary Agreements), a total number of Class A Voting Units representing an aggregate economic interest in Growth Partners equal to the Subsequent CAC Percentage Interest, in consideration for the contribution by CAC to Growth Partners of the Rights Offering Proceeds as set forth above. For the avoidance of doubt, the sum of the Initial CAC Percentage Interest and the Subsequent CAC Percentage Interest shall equal the CAC Percentage Interest.
Appears in 2 contracts
Sources: Transaction Agreement (CAESARS ENTERTAINMENT Corp), Transaction Agreement (Caesars Acquisition Co)