Terms of Transaction Sample Clauses

Terms of Transaction. The Company represents, with respect to any transaction (a “February Warrant Transaction”) revising the terms of the warrants issued by the Company in February 2005 (the “February Warrants”), that it has not entered and will not enter into any February Warrant Transaction on terms more favorable to one or more holders of the February Warrants than the terms set forth in this Agreement or in the form of Warrant attached hereto as Exhibit A.

Terms of Transaction. Paragraph 1.2 (a) of the Original Agreement shall be amended to read, in its entirety, as follows:

Terms of Transaction. The terms of the particular Transaction to which this Confirmation relates are as follows: Terms to be supplied by ENA Confirmation Desk

Terms of Transaction. At the Effective Time, by virtue of the Merger and without any action on the part of the holders thereof, (i) the partnership interests in the Partnership outstanding immediately prior to the Effective Time, held by (a) the general partners of the Partnership (the "GENERAL PARTNERS"), (b) the "ORIGINAL LIMITED PARTNERS" (as defined in the Partnership's Amended Agreement of Limited Partnership, dated as of July 27, 1983, as amended from time to time (the "PARTNERSHIP AGREEMENT")) and (c) the limited partners of the Partnership who are, at the Effective Time, directly or indirectly controlling, controlled by or under common control with the Company, Equity Resources Group Incorporated or the General Partners ("the AFFILIATE LIMITED PARTNERS"), shall be canceled and retired and shall cease to exist, (ii) the partnership interests of limited partners of the Partnership who are not Affiliate Limited Partners (the "UNAFFILIATED LIMITED PARTNERS") outstanding immediately prior to the Effective Time shall be canceled and converted into and represent the right to receive in exchange therefor $1,200 per "UNIT" (as defined in the Partnership Agreement), without interest thereon, payable by the Surviving Entity to the holder of such Unit (as reflected on the records of the Partnership at the Effective Time) upon receipt by the Surviving Entity of the Proof of Ownership Form hereto, a Substitute Form W-9 and any other additional documentation necessary or desirable to complete the conversion of the Units required which the Surviving Entity shall reasonably request from the holder, (iii) the limited liability company interests held by the members of the Company outstanding immediately prior to the Effective Time shall remain the outstanding limited liability company interests of such members of the Company, and such members shall continue as the members of the Surviving Entity. Neither the Surviving Entity nor any other party hereto shall be liable to a holder of Units for any payments made to a public official pursuant to applicable abandoned property laws. The Surviving Company shall be entitled to deduct and withhold from the amounts otherwise payable to a holder of Units pursuant to the Merger any taxes or other amounts as are required by applicable law, including without limitation Sections 3406 and 1445 of the Internal Revenue Code of 1986, as amended. To the extent that amounts are so withheld by the Surviving Entity, they shall be treated for all purposes of thi...

Terms of Transaction. The Terms of the Transaction to which this Confirmation relates are as follows: Trade Date: Buyer: First Choice Seller: Constellation Product: A fixed quantity per hour based upon a defined load shape. Delivery Period: Delivery Point: Any point of interconnection with ERCOT Transmission Grid. Designated Congestion Zone: The Congestion Zone that contains the corresponding Substation listed in Appendix B999 with respect to such Product. Contract Quantity: Set forth on Appendix B997 hereto in each interval for each load shape. Contract Price: $/MWh [***] ***Confidential material omitted and filed separately with the Securities & Exchange Commission. [***] Appendix B999 [TABLE SETTING FORTH SUBSTATIONS] [Constellation] [First Choice] Name: Name: Title: Title: Phone No: Phone No: ***Confidential material omitted and filed separately with the Securities & Exchange Commission. The purpose of this letter (“Confirmation”) is to confirm the terms and conditions of the Transaction entered into between us on the Trade Date specified below (the “Transaction”) between First Choice Power, Inc. (“First Choice”) and Constellation Power Source, Inc. (“Constellation”), under the terms and conditions set forth below. First Choice and Constellation may also hereinafter be referred to individually as “Party” or collectively as “Parties.”

Terms of Transaction. 2.1 Upon the Effective Date: (a) The shareholders of Action shall, within 30 days of the Effective Date, submit their certificates for Action common stock to AIN for replacement with AIN common stock. Each share of Action Common Stock submitted shall thereupon be converted into 1 share of AIN Common Stock, subject to the provisions of Section 2.2 below, the shares of Common Stock of the Surviving Corporation required for such purpose being drawn from authorized but unissued shares of the Surviving Corporation. (b) Each share of Action Common Stock held in the treasury of Action immediately prior to the Effective Date of the merger shall by virtue of the merger and without any action on the part of the holder thereof, be cancelled and retired and cease to exist without any conversion thereof. (c) Each share of AIN Common Stock outstanding and owned of record by its shareholders, if any, immediately prior to the Effective Date shall remain outstanding. 2.2 After the Effective Date, each holder of an outstanding certificate or certificates of Action Common Stock will, upon surrender of such certificate or certificates, within 30 days of the Effective Date be entitled to a certificate or certificates representing shares equal to the same number of shares of AIN Common Stock. After the Effective Date certificates representing shares of Action common stock which are not submitted to the Surviving Corporation within 30 days of the Effective Date shall be automatically converted to shares of AIN in accordance with the terms of this paragraph.

Terms of Transaction. The terms of the particular Transaction to which this GTC relates are as follows:

Terms of Transaction. Section 1.01

Terms of Transaction. The Parties agree that the Transaction will be implemented in accordance with and subject to the terms and conditions of this Agreement pursuant to the By-Laws Amendment, which will amend the By-Laws to provide that: (a) at the Effective Time a class of Exchangeable Shares will be created; (b) upon the creation of the class of Exchangeable Shares, each Common Share (other than those owned beneficially by the Purchaser and its Subsidiaries that have not been allocated to a segregated or other investment fund established and maintained by any such subsidiary) will be changed into one Exchangeable Share; (c) immediately following the change of each Common Share into one Exchangeable Share, each Exchangeable Share will be transferred automatically to the Purchaser for: (i) in the case of Exchangeable Shares other than Exchangeable Shares held by Dissenting Shareholders, the Consideration per share; and (ii) in the case of Exchangeable Shares held by Dissenting Shareholders, the right to be paid Fair Value for their Common Shares; following which the Purchaser will convert the Exchangeable Shares acquired by it into Common Shares on a one-for-one basis.