SUMMARY OF TRANSACTION. The information in this Article 1 is a summary of the lease transaction between LESSEE and LESSOR. It is set forth for the convenience of the parties only and will not be deemed in any way to amend, detract from or simplify the other provisions of this Lease.
SUMMARY OF TRANSACTION. 1ARTICLE Field result goes here SUMMARY OF TRANSACTION The following is a summary of the sale transaction between BUYER and SELLER. It is set forth for the convenience of the parties only and will not be deemed in any way to amend, detract from or simplify the other provisions of this Sale Agreement.
SUMMARY OF TRANSACTION. In consideration of the respective ownership interests in the Company through issuance of 28,000,000 (Twenty eight million) restricted shares of the Company's Common Stock referred to herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, hereby sells to the Company all of its right, title and interest in, to and under the unpatented lode and placer mining claims known as the Oatman Gold Project and more particularly described in Exhibit A hereto upon the terms and conditions set forth in this Agreement. Sellers collectively hold a 1/4 undivided interest in the 22 (Twenty two) unpatented placer claims included in the Oatman Gold Project and designated as unpatented placer claims in Exhibit A, and such interest is hereinafter referred to as the "Property".
SUMMARY OF TRANSACTION. SEE EXHIBIT B.
SUMMARY OF TRANSACTION. In consideration of a 9.99% ownership interest in the Company through issuance of the Company’s shares of Common Stock and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Claimholder hereby sells to the Company the unpatented lode mining claims known as the Bxxxx Gold Project and more particularly described in Exhibit A hereto (the "Property") upon the terms and conditions set forth in this Agreement.
SUMMARY OF TRANSACTION. Seller owns all of the issued and outstanding limited liability company membership interests of Agrifos LLC (collectively, the “Interests”), a Delaware limited liability company (the “Company”). Buyer desires to purchase, and Seller desires to sell, all of the Interests upon the terms and subject to the satisfaction of the conditions set forth in this Agreement. For U.S. federal and state income tax purposes, the parties intend to treat all consideration paid hereunder to Seller, including the Common Units and the Supplemental Unit, as received from Buyer in exchange for the assets of the Company Group in a transaction that is (a) part sale of such assets and (b) part contribution of such assets in exchange for the Common Units and the Supplemental Unit received in a non-taxable exchange pursuant to Section 721 of the Code at the Closing, even though the value of the Common Units to be delivered in substitution for the Supplemental Unit may not be finally determined until the occurrence of certain conditions and events after the Closing. To effect such transactions and in consideration of the mutual covenants, representations, warranties and agreements hereinafter set forth, and intending to be legally bound hereby, the parties hereto agree as follows:
SUMMARY OF TRANSACTION. On and after the Closing Date (as defined herein) and pursuant to the terms and conditions and for the consideration outlined below, Assignor hereby assigns to Assignee all of Assignor's right, title, and interest under the Master Lease; provided, however, that the Assignment contemplated herein is subject to and conditioned upon the Master Landlord and the Assignee agreeing to and executing the Second Amendment to the Amended and Restated Lease Agreement that is acceptable in both form and substance to the Assignee and Master Lessor in their discretion (the "Comenity Amendment"). For the avoidance of doubt, the Assignment, the Closing (as defined herein) and the Closing Date shall not occur unless and until the Comenity Amendment is agreed and executed by the Master Landlord and the Assignee. Any security deposit presently on account with the Master Landlord will be refunded by Master Landlord to Assignor (to the extent not previously applied by the Master Landlord). Except as agreed in writing by the Master Landlord (including, without limitation, in the Comenity Amendment), Assignee hereby recognizes and acknowledges that the Master Landlord's rights to full performance of all terms, conditions and covenants of the Master Lease remains in effect on and after the Closing Date. Except as agreed in writing by the Master Landlord (including, without limitation, in the Comenity Amendment), Assignee assumes all of the terms, conditions and covenants of the Master Lease as lessee thereunder on and after the Closing Date. Subject to the payment of the Cure Payment (as defined below), Assignee does not assume any obligations as lessee under the Master Lease prior to the Closing Date, including, but not limited to, any Additional Rent (as defined in the Master Lease) allocable to the period occurring prior to the Closing Date. Further, pursuant to section 365(f) of the Bankruptcy Code, on and after the Closing Date, Assignor and the Debtors shall be relieved from any liability for any breach of or default in performance of the Master Lease, and Assignee shall indemnify and hold Assignor and the Debtors harmless from any breach of the Master Lease or default in the performance of any terms, conditions and covenants contained in the Master Lease occurring after the Closing Date. The Master Landlord has agreed to accept from Assignee the payment of $ (the "Cure Payment"), in full satisfaction of Master Landlord's claims against Assignor and the Debtors for monies du...
SUMMARY OF TRANSACTION. The following is a summary of the sale transaction between TWA and the Owner Trustee. It is set forth for the convenience of the parties only and will not be deemed in any way to amend, detract from or simplify the other provisions of this Sale Agreement.
SUMMARY OF TRANSACTION. Xxxxxxxxx will contribute up to $1.1 billion of cash raised during its initial public offering in February 2020. Further, additional investors have committed to participate in the transaction through PIPE commitments to a $2.6 billion new private capital raise consisting of a $1.3 billion common stock at $10 per share and $1.3 billion of 6 percent interest convertible debt, with a conversion price of $13 per share. The convertible debt provides flexible capital, including a non-cash pay option. The total investment of up to $3.7 billion raised in this transaction will be used to pay down existing debt, purchase a portion of the equity owned by existing MultiPlan shareholders and capitalize the MultiPlan balance sheet. As a result of this transaction, MultiPlan’s leverage will be significantly reduced and its existing Net Debt to Adjusted EBITDA ratio will be reduced from 6.8x to approximately 5.8x with its Net Debt to Adjusted EBITDA at the operating company level decreasing to 4.1x1. The additional capital and public stock currency will allow the Company to advance its strategy of investing in organic and acquisition growth, and to increase its investment in data, machine learning and artificial intelligence technologies. In connection with the transaction, Xxxxxxxxx’x sponsor has entered into an agreement to amend the terms of its founder equity to align with the long-term value creation and performance of MultiPlan. Xxxxxxxxx ‘s sponsor has agreed that a portion of its equity will vest only if the share price of the Company exceeds $12.50 per share over a period between the first and fifth anniversaries of the closing of the transaction, and have agreed not to transfer unvested equity. Xxxxxxxxx has received commitments from its investors and the new PIPE investors for funding that is sufficient to close the transaction. The Boards of Directors of both Xxxxxxxxx and MultiPlan have unanimously approved the proposed transaction. The transaction is expected to be completed by the end of October 2020, subject to approval by Xxxxxxxxx stockholders representing a majority of the outstanding Xxxxxxxxx voting power, the expiration of the HSR Act waiting period and other customary closing conditions. Conference Call Information MultiPlan and Xxxxxxxxx’x investor conference call and presentation discussing the transaction will take place at 8:00am EST on Monday July 13, 2020. You can pre-register for this conference call by visiting this link. You will then recei...
SUMMARY OF TRANSACTION. Seller owns all of the issued and outstanding shares of capital stock (the “Purchased Shares”) of each of the companies listed on Schedule 1 (each, a “Company” and collectively, the “Companies”). Buyer desires to purchase, and Seller desires to sell, the Purchased Shares upon the terms and subject to the satisfaction of the conditions set forth in this Agreement. To effect the transactions contemplated herein and in consideration of the mutual covenants, representations, warranties and agreements hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:
