Transaction Overview Sample Clauses
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Transaction Overview. From time to time, Nationstar Servicer (i) purchases delinquent, defaulted, modified and to be modified Mortgage Loans from Agency Securities guaranteed by ▇▇▇▇▇▇ ▇▇▇ and/or (ii) originates or acquires New Origination Mortgage Loans. Nationstar Servicer previously issued a Participation Interests to Seller representing 100% of the beneficial interest in certain of such Mortgage Loans which Participation Interests (and the Underlying Mortgage Loans) shall be subject to Transactions hereunder. From time to time, upon foreclosure or other conversion of an Underlying Mortgage Loan, Nationstar Servicer shall contribute, transfer, or otherwise convey to the REO Subsidiary its economic, beneficial, and equitable ownership interests in the resulting REO Property, which for the avoidance of doubt shall not be a conveyance of bare legal title, which shall remain with Nationstar Servicer, as nominee. From time to time, to the extent that an Underlying Mortgage Loan that is an Early Buyout Mortgage Loan becomes an REO Property, Nationstar Servicer shall contribute to the REO Subsidiary its economic, beneficial, and equitable ownership interests in such REO Property, which, for the avoidance of doubt shall not be a conveyance of bare legal title, which shall remain with Nationstar Servicer, as nominee. On the initial Purchase Date, Seller pledged the Eligible REO Subsidiary Interests with respect to the REO Subsidiary in connection with the initial Transaction. On or prior to the A&R Effective Date, the Nationstar Servicer will terminate the Participation Agreement and related Participation Interests and will transfer the Underlying Mortgage Loans to the Asset Subsidiary, and Buyer will return the existing Participation Certificates to Nationstar Servicer. For the avoidance of doubt, all Transactions existing as of the A&R Effective Date shall continue to be Transactions hereunder in accordance with their terms. While this Agreement refers to Asset Subsidiary Interests representing direct beneficial interests in Underlying Mortgage Loans, the parties understand that Underlying Mortgage Loans are owned by the Asset Subsidiary and that the Asset Subsidiary Interests represent the ownership interest in the Underlying Mortgage Loans. Accordingly, to the extent this Agreement refers to a beneficial interest in property owned by a Person (including the Underlying Mortgage Loans owned by an Asset Subsidiary), such references shall be construed as referring to the ownership of...
Transaction Overview. Restructuring Summary: Creditors and interests holders will receive the following treatments under the Plan: i. The Revolving Credit Agreement Claims: On the Effective Date, the Company will obtain a credit facility pursuant to an amendment or an amendment and restatement of the Revolving Credit Agreement (or any replacement financing) in the aggregate principal amount of approximately $700,000,000, or such lower amount as determined by the Company based on prevailing market conditions, but in no event less than $600,000,000 (the “Amended Revolving Credit Agreement”). The Amended Revolving Credit Agreement shall be in form and substance (a) reasonably satisfactory to the Requisite Unsecured Noteholders, and (b) satisfactory to the Requisite Third Lien Noteholders. The proceeds from the Amended Revolving Credit Agreement, plus cash on hand, will be used by the Company to (1) provide additional liquidity for working capital and general corporate purposes; (2) pay all reasonable and documented Restructuring Expenses; (3) fund Plan distributions; and (4) fund the administration of the Chapter 11 Cases.
Transaction Overview. Strict Foreclosure Transaction The Restructuring shall be effected as follows promptly after the occurrence of one or more Events of Default under the 2019 and 2020 Indentures: The following NewCo entities shall have been formed prior to the consummation of the Strict Foreclosure Transaction: (i) a limited liability company (“Bondholder NewCo”), which, if desired, could be classified as a C-corporation, (ii) a direct subsidiary of Bondholder NewCo, which will also be a holding company, and may be an LLC (including an LLC classified as a corporation) or a C-Corp (“Bondholder Intermediate Holdco”), and (iii) a direct subsidiary of Bondholder Intermediate Holdco, which may be a C-Corp or an LLC classified as a corporation (“Bondholder OpCo”) (the parties agreeing that they will work cooperatively with each other in performing additional tax, securities and corporate law analysis necessary to determine the most efficacious form of entities to ultimately use to effectuate the Restructuring); At the direction of the respective Indenture Trustees, who in turn shall be acting at the direction of the respective holders of a majority of the 2019 and 2020 Notes, and with the consent of the Revolver Administrative Agent, the Collateral Agent under, and as defined in, that certain Collateral Agreement, dated as of April 29, 2011 (the “Collateral Agreement”), among the Company, certain of its direct and indirect subsidiaries, the Revolver Administrative Agent, the Indenture Trustee under the 2019 Indenture, and ComputerShare Trust Company, N.A., as successor to U.S. Bank National Association, as Collateral Agent (together with any sub-collateral agent appointed by such collateral agent, the “Collateral Agent”), and CCFI shall enter into and consummate a strict foreclosure agreement (the “Strict Foreclosure Agreement”), substantially in the form attached hereto as Exhibit A, pursuant to which the Collateral Agent shall acquire, in full satisfaction of all 2019 and 2020 Note Claims, the transferrable right to acquire all right, title and interest in and to, all of the pledged equity interests in the first-tier subsidiaries of CCFI and all other assets of CCFI, free and clear of all liens, claims and encumbrances, (the “Specified Collateral”), and, if Required Consenting Noteholders have consented to such merger, thereafter CCFI shall merge with and into Bondholder NewCo, or a direct or indirect subsidiary thereof, at a time to be determined; The Collateral Agent shall ...
Transaction Overview. On January 7, 2017 Aurobindo Pharma Limited (APL) , by & through Agile Pharma BV* made an announcement having entered into a Binding agreement to acquire Generis Farmaceutica SA and its subsidiaries (“Generis”).
Transaction Overview. The Agreement provides the Parties with a path to a full integration of the Agua Rica project and the Alumbrera mine technically and legally. The ownership of the Parties upon the consummation of the integration structure is set forth below: Yamana 56.25% Glencore 25.00% Goldcorp 18.75% In respect of the contribution of the Parties, Yamana will contribute its current 100% interest in the Agua Rica project and its 12.5% interest in Alumbrera, while Glencore and Goldcorp will contribute their respective 50% and 37.5% interests in Alumbrera. Full integration is expected to occur with the filing of the full feasibility study and EIA. The integration transaction structure will be determined based on the final construction financing plan, which may include completing a business transaction or other monetization event involving one or more third parties with respect to the Integration Project, and which may include a going public transaction. During this period the Parties will further advance the technical work to facilitate the permitting and dialogue with communities and stakeholders, perform confirmatory due diligence, finalize binding agreements with government stakeholders and finalize the legal integration structure. Qualified Persons Scientific and technical information contained in this press release has been reviewed and approved by ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (Senior Director, Geology and Mineral Resources). ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ is an employee of Yamana Gold Inc. and a "Qualified Person" (“QP”) as defined by Canadian Securities Administrators' National Instrument 43-101 - Standards of Disclosure for Mineral Projects. Mineral Reserve Statement, Agua Rica Project Proven Mineral Reserves Tonnes Grade Contained (000's) (g/t) oz. (000's) Probable Mineral Reserves Tonnes Grade Contained (000's) (g/t) oz. (000's) Total Tonnes (000's) Proven Grade (g/t) & Probable Contained oz. (000's) Gold 384,871 0.25 3,080 524,055 0.21 3,479 908,926 0.22 6,559 Silver 384,871 3.7 46,176 524,055 3.3 56,070 908,926 3.5 102,246 Tonnes (000's) Grade (%) Contained lbs (mm) Tonnes (000's) Grade (%) Contained lbs (mm) Tonnes (000's) Grade (%) Contained lbs (mm) Copper 384,871 0.56 4,779 524,055 0.43 5,011 908,926 0.49 9,790 Moly 384,871 0.033 279 524,055 0.030 350 908,926 0.031 629 Mineral Resource Statement, Agua Rica Project Measured Mineral Resources Tonnes Grade Contained (000's) (g/t) oz. (000's) Indicated Mineral Resources Tonnes Grade Contained (000's) (g/t) oz. (000's) Total Measured & ...
Transaction Overview. The following summarizes certain terms of the transaction (the “Transaction”) contemplated by the Funding and Cooperation Agreement to which this Transaction Summary is attached. Certain capitalized terms used in this Transaction Summary have the meanings ascribed to them in that Agreement.
1. Consideration per Share: US$82.00 cash per share (the “Transaction Price”).
Transaction Overview. The Parties are entering into this Agreement to provide for the management and governance rights of the Company over the Affiliate Company until such time that the Company purchases or elect any of its subsidiaries or affiliates to purchase the entire share capital of the Affiliate Company so that the Affiliate Company becomes a wholly-owned subsidiary of the Company. In exchange for the Affiliate granting the Company, among other things as detailed below, the unconditional and irrevocable right to purchase all of the Affiliate Company’s issued share capital, the Company has agreed to cover all of the costs and expenses associated with the management, operation, and expansion of the Affiliate Company as set out below. The Parties hereto, agree to treat the Affiliate Company, until such time that all of its share capital is purchased by the Company, as a wholly-owned subsidiary of the Company. SECTION 4: AFFILIATE COMPANY REGISTRATION AND GOVERNANCE
Transaction Overview. Spectral shall acquire 100% of the issued and outstanding capital stock of MultiCortex including 100% of the issued and outstanding stock of any subsidiaries and 100% of the intellectual property and assets of the business as currently operated and as planned to be operated (the “Transaction”). The closing of the Transaction shall occur on a mutually agreed date following completion of due diligence and satisfaction of closing conditions (the “Closing Date”). MultiCortex shall be delivered to Spectral without debt and with all operating subsidiaries, subject to the following clause: In terms of any Brazilian military or governmental applications or defense or other governmental subsidiaries formed or existing: these subsidiaries will be owned to the maximum permissible extent by Spectral (usually 40%) and the remainder by the local partner and IP held and revenues/profits distributed to Spectral to the maximum legal extent. In the definitive agreement, the Parties will address the issue of dilution protections standard to NASDAQ listed companies that will also apply to MultiCortex.
Transaction Overview. The transaction is subject to approval by stockholders of DWAC and TMTG and other customary closing conditions, including any applicable regulatory approvals. Additional information about the transaction will be provided in a Current Report on Form 8-K to be filed with the Securities and Exchange Commission ("SEC") and available at w▇▇.▇▇▇.▇▇▇. In addition, the Company intends to file a registration statement on Form S-4 with the SEC (the “Registration Statement”), which will include a proxy statement/prospectus of DWAC, and will file other documents regarding the proposed business combination with the SEC.
Transaction Overview. The cash portion of the consideration referred to in the second paragraph shall be changed from “SEK 11,376,547,722” to “SEK 12,582,952,392.”