Common use of The Transactions Clause in Contracts

The Transactions. Simultaneously on the Closing Date: (a) (i) MSCWC shall purchase from LTV-W and LTV-W shall sell to MSCWC all of LTV-W's interests in the Partnership, including without limitation a 16.5% general partner interest in the Partnership (including all rights with respect thereto except as expressly otherwise provided herein (the "GP Interest")), which GP Interest shall include a 16.5% Voting Interest (as defined in Appendix A) and a 16.5% Financial Interest (as defined in Appendix A), and (ii) LTV Steel shall assign to MSCWC, and MSCWC shall acquire from LTV Steel all of LTV Steel's interests in the Partnership, including without limitation all of LTV Steel's interest in the LTV Steel Coating Agreement (LTV Steel's interest therein being referred to herein as the "Line Time Access"). In consideration therefor, MSCWC (or MSC) shall pay to LTV Steel, on behalf of LTV Steel and LTV-W, in the aggregate, $3,137,252.00 less the amount of the Purchase Price Adjustment provided for in Section 2.02(b), on the Closing Date and MSC shall assume and agree to pay or otherwise perform, or to cause one of its Affiliates to pay or otherwise perform, and indemnify LTV Steel and/or LTV-W against, (i) the liabilities and obligations described in Section 2.02(b) to the extent that they are taken into account in determining the Purchase Price Adjustment, and (ii) any and all liabilities, obligations, and commitments of LTV Steel and/or LTV-W under the Definitive Agreements that arise or accrue with respect to any period beginning on or after the Closing Date or arise out of events or circumstances occurring on or after the Closing Date, whether absolute, contingent, known or unknown, disclosed or undisclosed in this Purchase Agreement or otherwise (the "MSC Undertaking"). The form of the MSC Undertaking is set forth in Exhibit A hereto.

The Transactions. Simultaneously Upon the terms and subject to the conditions set forth in this Agreement, at the Closing the following events shall occur in the following order (such transactions, collectively, the “Closing Transactions”): (a) first, (i) TAO Holdings shall redeem from ▇▇▇▇▇▇▇ and Tepperberg all limited liability company interests in TAO Holdings held by ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇ as set forth in Exhibit F and in exchange, distribute to ▇▇▇▇▇▇▇ and Tepperberg all right, title and interest in the number of Interests as set forth in Exhibit F, free and clear of all Liens and (ii) TAO Holdings shall redeem from TG Rollover Holdco the number of limited liability company interests in TAO Holdings as set forth in Exhibit F and, in exchange, distribute to TG Rollover Holdco all right, title and interest in the number of Interests as set forth in Exhibit F, free and clear of all Liens (the “TAO Holdings Redemption”); (b) second, immediately following the consummation of the TAO Holdings Redemption, TG Rollover Holdco shall redeem from each Rollover Seller all limited liability company interests in TG Rollover Holdco held by them as set forth in Exhibit G and, in exchange, distribute to such Rollover Sellers all right, title and interest in the number of Interests set forth in Exhibit G, free and clear of all Liens (the “TG Rollover Holdco Redemption”); (c) third, immediately following the consummation of the TG Rollover Holdco Redemption, the Rollover Sellers ((other than ▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇▇ Revocable Trust (collectively, the “▇▇▇▇▇▇▇ Members”), ▇▇▇▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Revocable Trust (collectively, the “Tepperberg Members”) and Strategic Event Management & Marketing, Inc. and Strategic Management Services of Nevada Inc. (collectively, the “S/T Members”)) shall contribute to Rollover Aggregator, and Rollover Aggregator shall accept, all right, title and interest in the number of Interests set forth in Exhibit H, free and clear of all Liens, and in exchange each such Rollover Seller shall receive limited liability company interests in Rollover Aggregator with a percentage interest equal such to Rollover Seller’s Aggregator Percentage Interest, free and clear of all Liens (the “Aggregator Contribution”); (d) fourth, immediately following the consummation of the Aggregator Contribution, the ▇▇▇▇▇▇▇ Members, the Tepperberg Members, the S/T Members and Rollover Aggregator shall contribute to DB Holdings, and DB Holdings shall accept, all right, title and interest in the number of Interests set forth in Exhibit I (such Interests collectively, the “Rollover Interests”), free and clear of all Liens, and in exchange each of the ▇▇▇▇▇▇▇ Members, the Tepperberg Members, the S/T Members and Rollover Aggregator shall receive limited liability company interests in DB Holdings with a percentage interest equal to his or its DB Holdings Percentage Interest (the “DB Holdings Contribution”); (e) fifth, immediately following the consummation of the DB Holdings Contribution, DB Holdings shall contribute to Buyer, and Buyer shall accept, all right, title and interest in the Rollover Interests, free and clear of all Liens, (the “Buyer Contribution”); (f) sixth, only if the Debt Financing is funded at the Closing and Buyer has provided the Seller Representative with written notice at least one (1) day prior to a contemplated Closing that Buyer intends for the incurrence of the Debt Financing to take place at Closing (the “Debt Merger Notice”), then immediately following the Buyer Contribution, Debt Merger Sub shall incur the Debt Financing (and in the event that the Deficit Amount is not zero, Buyer shall contribute the Deficit Amount to Debt Merger Sub), it being understood and agreed that if (A) the Debt Merger Notice is not timely given or (B) the Closing is required to occur pursuant to Section 2.1 and the Debt Financing is not incurred at the Closing, then this Section 1.1(f) through 1.1(h) and Section 1.2 below, as well as all other references in this Agreement to the Cash Distribution Amount, Debt Distribution, Debt Financing, Debt Financing Proceeds, Debt Financing Sources, Debt Merger, Debt Merger Effective Time, Debt Merger Sub, Deficit Amount, and Debt Merger Surviving Company, as well as all definitions and provisions to the extent solely related to the Debt Financing or the Debt Merger, shall be deemed deleted from this Agreement, and all cross-references and section references within this Agreement shall be deemed to be appropriately revised to account for such deletions; (g) seventh, immediately following the incurrence of the Debt Financing, Debt Merger Sub shall merge with and into the Company in accordance with Section 1.3 below, with the Company surviving as the Debt Merger Surviving Company, and as a result of the Debt Merger, the Company shall receive the Debt Financing Proceeds (and the Deficit Amount, if any); (h) eighth, immediately following the Debt Merger, the Company shall (A) contribute to its applicable Subsidiaries a portion of Debt Financing Proceeds (and the Deficit Amount if any) in order for such Subsidiaries to make the payments described in Section 1.7(a)(iii) and Section 1.7(a)(iv) (in each case as set forth on the Payment Spreadsheet) and (B) pursuant to Section 1.7(a)(ii), distribute to the Sellers the Cash Distribution Amount based on each Seller’s Pro Rata Portion (the “Debt Distribution”); (i) ninth, if the Debt Merger occurs, immediately following the Debt Distribution, or if the Debt Merger does not occur, immediately following the Buyer Contribution, each Seller shall sell and transfer to the Buyer, and the Buyer shall purchase and acquire from each such Seller, all of such Seller’s right, title and interest in and to the Interests (other than the Rollover Interests) (the “Transferred Securities”), which Interests (together with the Rollover Interests) do and shall constitute all of the issued outstanding Interests of the Company, free and clear of all Liens. (j) As consideration for the Transferred Securities the Buyer shall pay, in the manner described herein, an amount equal to the Funded Closing Consideration plus the Sellers’ Representative Holdback Amount. For the avoidance of doubt, all of the transactions described in Sections 1.1(a) through 1.1(j) shall occur at the Closing and the Closing shall be deemed to occur regardless of whether the Debt Merger is consummated. Except as otherwise expressly agreed in writing by the Sellers’ Representative and Buyer, and without affect to the ordering and timing of the effectiveness of the transactions in the manner set forth herein, none of the foregoing transactions in this Section 1.1 shall be effective as part of the Closing unless and until all of the transactions in this Section 1.1 are effected, and in the event Buyer fails to pay the Funded Closing Consideration in the manner described herein on the Closing Date: (a) (i) MSCWC shall purchase from LTV-W and LTV-W shall sell to MSCWC all of LTV-W's interests in , without limiting the Partnership, including without limitation a 16.5% general partner interest in the Partnership (including all rights with respect thereto except as expressly otherwise provided herein (the "GP Interest")), which GP Interest shall include a 16.5% Voting Interest (as defined in Appendix A) and a 16.5% Financial Interest (as defined in Appendix A), and (ii) LTV Steel shall assign to MSCWC, and MSCWC shall acquire from LTV Steel all of LTV Steel's interests in the Partnership, including without limitation all of LTV Steel's interest in the LTV Steel Coating Agreement (LTV Steel's interest therein being referred to herein as the "Line Time Access"). In consideration therefor, MSCWC (or MSC) shall pay to LTV Steel, on behalf of LTV Steel and LTV-W, in the aggregate, $3,137,252.00 less the amount of the Purchase Price Adjustment provided for in Section 2.02(b), on the Closing Date and MSC shall assume and agree to pay or otherwise perform, or to cause one of its Affiliates to pay or otherwise perform, and indemnify LTV Steel and/or LTV-W against, (i) the liabilities and obligations described in Section 2.02(b) remedies available to the extent that they are taken into account in determining Parties hereunder, the Purchase Price Adjustment, and (ii) any and all liabilities, obligations, and commitments of LTV Steel and/or LTV-W under Parties shall unwind the Definitive Agreements that arise or accrue with respect to any period beginning on or after the Closing Date or arise out of events or circumstances occurring on or after the Closing Date, whether absolute, contingent, known or unknown, disclosed or undisclosed in this Purchase Agreement or otherwise (the "MSC Undertaking"). The form of the MSC Undertaking is set forth in Exhibit A heretoforegoing transactions.

The Transactions. Simultaneously on the Closing Date: (a) (i) MSCWC shall purchase from LTV-W ISG Sub and LTV-W ISG Sub shall sell to MSCWC all of LTV-WISG Sub's interests in the Partnership, including without limitation a 16.533.5% general partner interest in the Partnership (including all rights with respect thereto except as expressly otherwise provided herein (the "GP Interest")), which GP Interest shall include a 16.533.5% Voting Interest (as defined in Appendix A) and a 16.533.5% Financial Interest (as defined in Appendix A), and (ii) LTV ISG Steel shall assign to MSCWC, and MSCWC shall acquire from LTV Steel ISG all of LTV SteelISG's interests in the Partnership, including without limitation all of LTV SteelISG's interest in the LTV Steel Amended ISG Coating Agreement (LTV SteelISG's interest therein being referred to herein as the "Line Time Access"). , but excluding all inventory or other assets owned by ISG or ISG that are not included in the term "Partner's Interest" (as defined in Appendix A). (b) In consideration therefor, MSCWC (or MSC) shall pay to LTV SteelISG, on behalf of LTV Steel ISG and LTV-WISG Sub, in the aggregate, $3,137,252.00 less the amount of the Purchase Price Adjustment provided for in Section 2.02(b), 3,600,000.00 on the Closing Date and MSC shall assume and agree to pay or otherwise perform, or to cause one of its Affiliates to pay or otherwise perform, and indemnify LTV Steel ISG and/or LTV-W against, (i) the liabilities and obligations described in Section 2.02(b) to the extent that they are taken into account in determining the Purchase Price Adjustment, and (ii) ISG Sub against any and all liabilities, obligations, and commitments of LTV Steel and/or LTV-W under the Definitive Agreements of BSC (or ISG as successor to BSC under the Definitive Agreements) and/or EGL (or ISG Sub as successor to EGL under the Definitive Agreements) that arise or accrue with respect to any period beginning on or after the Closing Date or arise out of events or circumstances occurring on or after the Closing Date, whether absolute, contingent, known or unknown, disclosed or undisclosed in this Purchase Agreement or otherwise (the "MSC Undertaking"). The form of the MSC Undertaking is set forth in Exhibit A hereto. (c) Effective as of the completion of the closing of the ISG/BSC Transaction and the Closing hereunder, ISG and ISG Sub shall be jointly and severally responsible for payment to MSCWC of (i) all "Allocated Fixed Costs" (as defined in Section 5.02 of the Amended ISG Coating Agreement) owed by BSC (or ISG as successor to BSC under the Definitive Agreements) for the period from the last day for which such costs have been paid by BSC (currently February 28, 2003) to and including the Closing Date hereunder, and (ii) all unpaid "Coating Fees" (as defined in Appendix A) owed by BSC (or ISG as successor to BSC under the Definitive Agreements) under Section 5.01 of the Amended ISG Coating Agreement for coating services rendered by the Partnership to BSC, ISG or any of their respective Affiliates. Not later than five business days after the Closing, MSCWC shall invoice ISG and ISG Sub for (i) such Allocated Fixed Costs (currently estimated by MSC to be $514,051.92 for the period March 1, 2003 through May 6, 2003) and (ii) such Coating Fees (estimated by MSC as of 12:01 a.m. on April 25, 2003, after giving effect to funds received from BSC on April 25, 2003, to be $1,375,283.26), and ISG and/or ISG Sub shall pay the amount of such invoice (in the absence of manifest error) to MSCWC within 30 days thereafter. (i) ISG and ISG Sub and (ii) MSC, MSCWC and the Partnership shall exchange mutual releases with respect to their respective obligations under the Definitive Agreements in the form of Exhibit B hereto.

The Transactions. Simultaneously on the Closing DateThe parties to this Agreement agree as follows: (a) Racom shall issue to NewState stock certificates representing eight million (8,000,000) Racom Shares, free and clear of all claims and encumbrances, resulting in NewState owning eighty (80%) percent of the issued and outstanding shares of Racom. (b) NewState shall transfer and assign and Subsidiary shall acquire all of NewState's right, title and interest in 99.6% of the NewState Capital Shares, which NewState owns with no restrictions on transfer and free and clear of all claims and encumbrances, resulting in NewState Capital being a subsidiary of the Subsidiary. (c) Subsidiary shall assume the Korean Bank Note by executing the Assumption Agreement annexed hereto as Exhibit 1.1(c). The parties hereto acknowledge that the Korean Bank Note is currently overdue and has not been extended. (d) As a condition to closing, certain investors (the "Investors") will have together paid an aggregate of $1,000,000 in cash to Racom in exchange for certificates representing 667,000 Racom Shares pursuant to a Common Stock Purchase Agreement, dated the date hereof representing, an aggregate of approximately eighteen percent (18%) of Racom Shares. (e) As a condition to closing, NewState and NewState Capital shall deliver to Racom and Subsidiary, an opinion of Korean counsel, which opinion and counsel shall be acceptable to counsel for Racom and Subsidiary that: (i) MSCWC shall purchase from LTV-W and LTV-W shall sell the consummation of the transactions contemplated by this Agreement are authorized pursuant to MSCWC all the laws of LTV-W's interests in the Partnership, including without limitation a 16.5% general partner interest in the Partnership (including all rights with respect thereto except as expressly otherwise provided herein (the "GP Interest")), which GP Interest shall include a 16.5% Voting Interest (as defined in Appendix A) and a 16.5% Financial Interest (as defined in Appendix A), Country of Korea; and (ii) LTV Steel there are no restrictions on the subsequent transfer of the NewState Capital Shares. (f) Immediately after closing the transactions contemplated by the terms of this Agreement, Racom shall assign to MSCWC, and MSCWC shall acquire from LTV Steel transfer all of LTV Steel's interests its assets existing on the date hereof to Racom Systems, Inc., a Colorado corporation and wholly owned subsidiary of Racom ("Racom II") in the Partnership, including without limitation return for Racom II assuming all of LTV Steel's interest in the LTV Steel Coating Agreement (LTV Steel's interest therein being referred to herein as the "Line Time Access"). In consideration therefor, MSCWC (or MSC) shall pay to LTV Steel, on behalf of LTV Steel and LTV-W, in the aggregate, $3,137,252.00 less the amount of the Purchase Price Adjustment provided for in Section 2.02(b), on the Closing Date and MSC shall assume and agree to pay or otherwise perform, or to cause one of its Affiliates to pay or otherwise perform, and indemnify LTV Steel and/or LTV-W against, (i) the liabilities and obligations described in Section 2.02(b) to the extent that they are taken into account in determining the Purchase Price Adjustment, and (ii) any and all liabilities, obligations, and commitments of LTV Steel and/or LTV-W under the Definitive Agreements that arise or accrue with respect to any period beginning on or after the Closing Date or arise out of events or circumstances occurring on or after the Closing Date, whether absolute, contingent, known or unknown, disclosed contingent or undisclosed otherwise, of Racom incurred or related to events prior to the date hereof. Racom shall spin off the shares of Racom II to the Shareholders of Racom, as soon as practicable after the Closing (as hereinafter defined in Section 1.2(b) of this Purchase Agreement or otherwise (the "MSC Undertaking"Agreement). The form of the MSC Undertaking is set forth in Exhibit A hereto.

The Transactions. Simultaneously on Such Executing Stockholder has reviewed and understands the terms and conditions of this Agreement including: (i) the waiver and indemnification provisions set forth herein; that the Aggregate Merger Consideration payable herein is subject to the offset of funds related to indemnity obligations, and such offset provisions are fair and reasonable to the Company and the Company’s Stockholders. (ii) that all of the Company Preferred Stock shall be converted into the Company Common Stock (at the conversion rate contemplated in the Certificate of Incorporation of the Company (being 1:1), immediately prior to the Closing Date:, and to the extent such Executing Stockholder, as of the date of this Agreement, is a holder of Company Preferred Stock, also understands the effect of the conversion on the allocation of the Aggregate Merger Consideration between the Company Stockholders; (aiii) (i) MSCWC shall purchase from LTV-W and LTV-W shall sell to MSCWC all of LTV-W's interests that, as contemplated in the PartnershipMerger Agreement, the Stockholder Representatives being appointed and authorized as true and lawful attorney-in-fact and agents to act in the name, place and stead of the Executing Stockholder in accordance with this Agreement; (iv) that (A) any and all rights, including, without limitation, rights of first refusal, preemptive rights, drag-along rights, registration rights and information rights, if any, under the Company Series A Agreements, be, and they hereby are, waived, such waiver to be effective at the Closing, and (B) the Company Series A Agreements are hereby terminated and shall be of no further force and effect, effective at the Closing; (v) that any and all rights that it has to the appoint any director or observer to the Board of Directors of the Company or any of its subsidiaries will terminate as of the Closing; (vi) that the Executing Stockholder hereby waives any and all notice that is, was or may be required by the DGCL, the Certificate of Incorporation of the Company and the Bylaws of the Company or otherwise, including without limitation a 16.5% general partner interest in any agreement between the Partnership (including all rights undersigned and the Company in connection with respect thereto except as expressly otherwise provided herein (the "GP Interest")), which GP Interest shall include a 16.5% Voting Interest (as defined in Appendix A) and a 16.5% Financial Interest (as defined in Appendix A), and (ii) LTV Steel shall assign to MSCWC, and MSCWC shall acquire from LTV Steel all of LTV Steel's interests in the Partnership, including without limitation all of LTV Steel's interest in the LTV Steel Coating Agreement (LTV Steel's interest therein being referred to herein as the "Line Time Access"). In consideration therefor, MSCWC (or MSC) shall pay to LTV Steel, on behalf of LTV Steel and LTV-W, in the aggregate, $3,137,252.00 less the amount such Executing Stockholder approval of the Purchase Price Adjustment provided for in Section 2.02(b)Merger, on the Closing Date and MSC shall assume and agree to pay Merger Agreement, the Ancillary Agreements or otherwise perform, the transactions contemplated hereby or to cause one of its Affiliates to pay or otherwise perform, and indemnify LTV Steel and/or LTV-W against, (i) the liabilities and obligations described in Section 2.02(b) to the extent that they are taken into account in determining the Purchase Price Adjustment, and (ii) any and all liabilities, obligations, and commitments of LTV Steel and/or LTV-W under the Definitive Agreements that arise or accrue with respect to any period beginning on or after the Closing Date or arise out of events or circumstances occurring on or after the Closing Date, whether absolute, contingent, known or unknown, disclosed or undisclosed in this Purchase Agreement or otherwise (the "MSC Undertaking"). The form of the MSC Undertaking is set forth in Exhibit A hereto.thereby;

The Transactions. Simultaneously on the Closing Date: (a) (i) MSCWC shall purchase from LTV-W and LTV-W shall sell to MSCWC all of LTV-W's interests in the Partnership, including without limitation a 16.5% general partner interest in the Partnership (including all rights with respect thereto except as expressly otherwise provided herein (the "GP Interest")), which GP Interest shall include a 16.5% Voting Interest (as defined in Appendix A) and a 16.5% Financial Interest (as defined in Appendix A), and (ii) LTV Steel shall assign to MSCWC, and MSCWC shall acquire from LTV Steel all of LTV Steel's interests in the Partnership, including without limitation all of LTV Steel's interest in the LTV Steel Coating Agreement (LTV Steel's interest therein being referred to herein as the "Line Time Access"). In consideration therefor, MSCWC (or MSC) shall pay to LTV Steel, on behalf of LTV Steel and LTV-W, in the aggregate, $3,137,252.00 less the amount of the Purchase Price Adjustment provided for in Section 2.02(b), on the Closing Date and MSC shall assume and agree to pay or otherwise perform, or to cause one of its Affiliates to pay or otherwise perform, and indemnify LTV Steel and/or LTV-W against, (i) the liabilities and obligations described in Section 2.02(b) to the extent that they are taken into account in determining the Purchase Price Adjustment, and (ii) any and all liabilities, obligations, and commitments of LTV Steel and/or LTV-W under the Definitive Agreements that arise or accrue with respect to any period beginning on or after the Closing Date or arise out of events or circumstances occurring on or after the Closing Date, whether absolute, contingent, known or unknown, disclosed or undisclosed in this Purchase Agreement or otherwise (the "MSC Undertaking"). The form of the MSC Undertaking is set forth in Exhibit A hereto.