CCS Transaction definition
Examples of CCS Transaction in a sentence
If, upon the occurrence of a Change of Control, (i) if the Maker has not entered into a CCS Transaction, Maker shall pay, or cause to be paid, an amount equal to 27.5% of the Net Gain (as defined below) on the Change of Control (“Change of Control Payment”), up to $12 million, and (ii) if the Maker has entered into a CCS Transaction, Maker shall pay, or cause to be paid, the Change of Control Payment, less the aggregate payments received by Payee pursuant to Section 2, up to $20 million.
CCS Payments shall commence following (i) the execution and delivery of an agreement between Maker and the JV Partner with respect to the CCS Transaction, and (ii) the start-up of commercial CCS operations at the Ethanol Plant following construction of carbon capture equipment thereat (the “Commencement Date”); upon the occurrence of (i) and (ii), the CCS Payments shall continue for 40 quarters thereafter, subject to extension pursuant to Section 2(d).
If Trinity or its designee receives a CCS Transaction Fee, and thereafter the Trinity Parties and the CCS Parties consummate a CCS/Trinity Transaction on or before December 31, 2008, the Trinity Parties will pay or cause to be paid to Newpark or its designee an amount that is equal to the CCS Transaction Fee actually received by Trinity or its designee hereunder.
Trinity agrees to use commercially reasonable efforts to include in any definitive agreement for the CCS/Trinity Transaction an undertaking by CCS to pay directly to Newpark from the consideration payable in the CCS/Trinity Transaction an amount equal to the CCS Transaction Fee if the CCS/Trinity Transaction is consummated on or before December 31, 2008.
The historical Consolidated Statements of Operations for the twenty-six weeks ended August 2, 2008 and the three fiscal years ended February 2, 2008 have been adjusted to reverse the Company’s allocation of shared services to the CCS business and to charge certain administrative and distribution expenses that were attributable to the CCS business, as well as professional and legal fees incurred related to the CCS Transaction.
The historical Consolidated Balance Sheet as of August 2, 2008 has been adjusted to give pro forma effect to the CCS Transaction.
No term of this Agreement is intended to, nor shall alter in any respect the obligations of the Agent to make payments under any CCS Transaction.