Additional Transactions. If the Over-Allotment Option is exercised in whole or in part, the Underwriters will contribute additional cash to the Partnership in exchange for up to an additional 3,000,000 Common Units on the basis of the initial public offering price per Common Unit set forth in the Registration Statement less the amount of underwriting discounts and commissions and Structuring Fee, and the Partnership shall use the net proceeds from that exercise to redeem from Field Services the number of Common Units issued upon such exercise.
Additional Transactions. The exercise or non-exercise of the rights of a Stockholder under this Agreement to participate in one or more sales of Stock made by the Seller shall not adversely affect their rights to participate in subsequent sales by a Seller.
Additional Transactions. From and after the date hereof, the Company and the Acquiror shall pursue the Post-Signing Company Investment, and each of the Company and the Acquiror may pursue such other additional financing arrangements that the parties may mutually agree to seek in connection with the transactions contemplated by this Agreement (it being understood and agreed that the consummation of any such other additional financing arrangements by the Company or Acquiror shall be subject to the parties’ mutual agreement). With the Company’s prior consent, Acquiror may (i) enter into, and consummate the transactions contemplated by, subscriptions agreements (each, a “Subscription Agreement”) with investors (each, an “Acquiror PIPE Investor”) relating to an investment in Acquiror or a Subsidiary thereof (including the Initial Surviving Corporation following the Closing) (the “Acquiror PIPE Investment”) and/or back-stop or forward purchase agreements with certain beneficiaries of funds deposited in the Trust Account and (ii) incur or assume indebtedness (including pursuant to any new or existing financing facilities), issue or sell any debt securities or warrants or other rights to acquire any debt securities of Acquiror or any Subsidiary of Acquiror, and/or enter into any agreements relating to the foregoing (the “Acquiror Debt Transactions”, and together with the transactions contemplated by clauses (i) of this sentence, the “Additional Transactions”). The Company shall, and shall cause its representatives to, reasonably cooperate with Acquiror and its representatives (i) in connection with any efforts to enter into Post-Signing Company Subscription Agreements with the Post-Signing Company Investors and (ii) in a timely manner in connection with any Additional Transaction to which the Company has consented and any efforts to enter into non-redemption agreements with certain beneficiaries of funds deposited in the Trust Account, including, in each case of clauses (i) and (ii), (a) by providing such information and assistance as Acquiror may reasonably request (including, with respect to any Acquiror PIPE Investment, the Company providing such financial statements and other financial data relating to the Company and its Subsidiaries as would be required if Acquiror were filing a general form for registration of securities under Form 10 following the consummation of the transactions contemplated hereby and a registration statement on Form S-1 for the resale of the securities issued i...
Additional Transactions. (a) ICI hereby transfers to Tel-Save $211 million by certified check drawn on a bank reasonably acceptable to Tel-Save or wire transfer of immediately available funds.
(b) Tel-Save hereby sells, assigns and transfers to ICI all of its right, title and interest in and to all of the $163,637,000 face amount of the 12 1/4% Senior Subordinated Discount Notes Due 2006 of STF (the "Notes") held by it on the date hereof. Tel-Save represents and warrants to ICI that: (i) Tel-Save owns the Notes, free and clear of all liens, encumbrances, restrictions and defects of title of any kind ("Liens") imposed or incurred by it and, to Tel-Save's knowledge, Tel-Save owns the Notes free and clear of all Liens whatsoever; (ii) Tel-Save has the right to transfer such Notes to ICI without (x) violating any contract, agreement or arrangement to which it is a party or by which it or its assets may be bound, and (y) the imposition of any Lien on the Notes arising from such transfer; and (iii) Tel-Save paid approximately $167 million to acquire the Notes. From time to time after the date hereof, at the request of ICI, and without any additional consideration therefor, Tel- Save shall execute and deliver to ICI such instruments and documents of conveyance and transfer, and do and cause to be done such acts or things, as ICI may reasonably request in order to more effectively transfer and assign to ICI, or perfect or record, ICI's interest in or title to, the Notes.
(c) Simultaneously with the execution of this Agreement, Tel-Save, Inc. and STF are amending the LD Agreement by executing and delivering an amendment in the form attached as Exhibit F (the LD Agreement as so amended, the "Amended LD Agreement").
Additional Transactions. Section 8.15(b)(i) of the Merger Agreement is hereby amended and restated in its entirety as follows:
Additional Transactions. Parent and the Company will not and will not permit any of their respective Affiliates to, acquire or agree to acquire, by merging or consolidating with, or by purchasing a substantial portion of the assets of or equity in, or by any other manner, any Person, or otherwise acquire or agree to acquire any assets or equity, if the entering into of an agreement relating to or the consummation of such acquisition, merger or consolidation would, based on the Knowledge of Parent or the Company, respectively, at the time of entry into such agreement, reasonably be expected to (i) materially increase the likelihood of any Governmental Entity entering an Order prohibiting the consummation of the transactions contemplated by this Agreement or (ii) prevent, materially impede or materially delay the consummation of the transactions contemplated by this Agreement.
Additional Transactions. Section 3.1 [Reserved].
Section 3.2 [Reserved].
Additional Transactions. Concurrently with the Effective Time, the following additional transactions shall be completed in the order set forth below.
Additional Transactions. To the extent that the Underwriters exercise the Over-Allotment Option, the Underwriters will contribute additional cash (less the amount of underwriting discounts and commissions and the applicable Structuring Fee) to the Partnership in exchange for the number of Common Units subject to such exercise on the basis of the Initial Public Offering price per Common Unit set forth in the final prospectus included in the Registration Statement. The Partnership shall then distribute the additional cash as follows: 62.5% to PennTex Development and 37.5% to MRD WHR. If any Common Units subject to the Over-Allotment Option are not purchased by the Underwriters, then upon the expiration of the Over-Allotment Option, the Partnership shall issue those remaining Common Units on a deferred basis as follows: 62.5% to PennTex Development and 37.5% to MRD WHR.
Additional Transactions. Effective at the completion of the IPO: (a) OCI MLP hereby issues to the General Partner, and the General Partner accepts, (i) 383,694 General Partner Units, in part representing a continuation of the General Partner’s 2.0% general partner interest in OCI MLP (before giving effect to any exercise of the Over-Allotment Option (as defined in the Partnership Agreement) and the Deferred Issuance and Distribution (as defined in the Partnership Agreement)) and in part on behalf of OCI Holding, and (ii) the Incentive Distribution Rights in OCI MLP; (b) OCI MLP hereby (1) distributes to OCI Holding, and OCI Holding accepts, $18,000,000, payable in immediately available funds following the closing of the IPO to an account designated by OCI Holding, and (2) issues to OCI Holding, and OCI Holding accepts, 4,025,500 Common Units and 9,775,500 Subordinated Units representing a recapitalized 71.9% limited partner interest in OCI MLP (before giving effect to any exercise of the Over-Allotment Option and the Deferred Issuance and Distribution); (c) OCI MLP hereby issues to OCI Holding, and OCI Holding accepts, the right to receive the issuance of additional Common Units described in clause (a) of the definition of “Deferred Issuance and Distribution” in the Partnership Agreement; (d) OCI MLP hereby issues to OCI Chemical, on behalf of OCI Holding, and OCI Chemical accepts, the right to receive the distribution(s) of cash described in clause (b) of the definition of “Deferred Issuance and Distribution” in the Partnership Agreement; (e) OCI MLP hereby issues to the General Partner, on behalf of OCI Holding, and the General Partner accepts, the right to receive the issuance of additional General Partner Units described in clause (c) of the definition of “Deferred Issuance and Distribution” in the Partnership Agreement; and (f) OCI MLP hereby redeems the initial interests of the General Partner and OCI Holding and refunds to OCI Holding, and OCI Holding accepts the refund of, OCI Holding’s initial contribution of $1000.00, and any interest or other profit that may have resulted from the investment or other use of such initial capital contribution to OCI Holding. Upon each exercise of the Over-Allotment Option by the IPO Underwriters (as defined in the Partnership Agreement), if any, the Partnership will (i) issue to the General Partner the portion of the 15,306 General Partner Units described in clause (c) of the definition of “Deferred Issuance and Distribution” in the Partn...
