Closing Steps. BCLLC distributes, and coveys title to, its interest in the ranches and other non-mining lands to its sole member BGUS as a distribution-in-kind.
Closing Steps. The following actions shall be taken, in the following order:
Closing Steps. Subject to the terms and conditions set forth in this Agreement, at the Closing, the following steps shall occur and shall be deemed to have occurred substantially simultaneously at the Closing:
(a) Pursuant to a contribution, assignment and assumption agreement, and/or such other documentation reasonably necessary under the LLC Agreements, (i) Seller shall contribute, transfer, assign and deliver to Newco all of Seller’s right, title and interest in and to the Acquired LLC Interests, free and clear of all Liens other than Liens established pursuant to the Master Trust Transaction Documents, it being understood that the Indenture Redemption and Discharge will occur as of the Closing, and restrictions on transfer that may be imposed by generally applicable securities Laws, and Newco will accept the Acquired LLC Interests and assume all of Seller’s obligations with respect to the Acquired LLC Interests and the LLC Agreements, (ii) Newco shall be admitted as a substitute member, and the sole member, of each of the Acquired Companies, and (iii) the non-member manager of each of the Acquired Companies shall be removed.
(b) Pursuant to a xxxx of sale, and an assignment and assumption agreement, Parent and Seller shall contribute, transfer, assign and deliver to Newco (such contribution, transfer, assignment and delivery if from Parent, to be made first to Seller) all of Parent’s and Seller’s right, title and interest in and to the Parent Transferred Assets free and clear of all Liens (other than Permitted Liens), and Newco shall accept and assume, and agree to pay and discharge when due, all of the Parent Assumed Liabilities.
(c) If there is a Property Transfer, Property Seller shall sell, transfer and assign and deliver to Newco, and Newco shall acquire from Property Seller, the Property (as defined in the Property Transfer Agreement), in each case in accordance with the Property Transfer Agreement.
(d) Pursuant to a contribution, assignment and assumption agreement, and/or such other documentation reasonably necessary under the Organizational Documents of Newco, Buyer shall purchase from Seller, and Seller shall sell, transfer, assign and deliver to Buyer, all of Seller’s right, title and interest in and to all of the Newco LLC Interests, free and clear of all Liens other than restrictions on transfer that may be imposed by generally applicable securities Laws.
(e) If not delivered prior to the Closing, Parent and Seller shall cause the Acquired Companies to d...
Closing Steps. Each of the Parties shall, and shall cause its controlled Affiliates to, take all actions necessary to complete the Transactions in the order and subject to the conditions set forth below (each such step leading to the Closing, a “Closing Step”).
(a) On the fourth Business Day following the date on which the conditions set forth in Article 8 have been satisfied (other than those conditions that by their nature are to be satisfied at such Closing Step, but subject to the satisfaction or waiver of those conditions), but in no event prior to the Unconditional Date (as defined in the YFAI Equity Transfer Agreement), the Closing of the Transfer of the Equity Interest (each such term, as defined in the YFAI Equity Transfer Agreement) shall take place at the offices of Yanfeng at Xx. 000 Xxxxxxx Xxxx, Xxxxxxxx, the P.R.C. as set forth in the YFAI Equity Transfer Agreement ( the “YFAI Closing” and, the date on which the YFAI Closing occurs, the “YFAI Closing Date”). Concurrently with or prior to the YFAI Closing, Yanfeng, Adient HK (or a relevant Affiliate thereof) and X.X. Xxxxxx shall enter into the Fund Escrow Agreement (as defined in the YFAI Equity Transfer Agreement) and, concurrently with or prior to the YFAI Closing, Yanfeng shall deposit the RMB equivalent of 105% of the YFAI Closing Equity Interest Purchase Price (an amount equal to US$324,450,000) at the exchange rate specified in the Fund Escrow Agreement into the escrow account on the terms and subject to the conditions set forth in the Fund Escrow Agreement.
(b) As promptly as possible following the YFAI Closing Date and in any event within two (2) Business Days after the completion of the steps set forth in Annex A-1 and Annex A-2 hereto (other than any steps set forth in Annex A-1 and Annex A-2 which relate to the payment or settlement of any relevant taxes, to the extent the payment or settlement of such taxes is not a prerequisite to Yanfeng’s and/or AYM’s ability to pay the YFAI Closing Equity Interest Purchase Price and the Mechanism IP Purchase Price, respectively, in accordance with this Section 3.2(b)), each of the following Closing steps shall be taken on the same Business Day:
(i) Yanfeng shall pay to Adient HK the YFAI Closing Equity Interest Purchase Price (less any amount required to be withheld for tax purposes as determined pursuant to Section 7.1 hereof) as set forth in the YFAI Equity Transfer Agreement and the Fund Escrow Agreement (the “YFAI Payment”);
(ii) concurrently with the Y...
Closing Steps. Section 2.1. The Company hereby authorizes and directs the Successor Trustee to file a Certificate of Amendment to Certificate of Trust with the Delaware Secretary of State in accordance with Sections 4.01 and 9.03 of the Trust Agreement.
Closing Steps. A. At the Closing, each party shall deliver to the other party entitled to receipt thereof the documents required to be delivered hereunder and such other documents, instruments and materials (or complete and accurate copies thereof, where appropriate) as may be reasonably required in order to effectuate the intent and provisions of this Agreement. All such documents, instruments and materials shall be in form and substance satisfactory to counsel for the receiving party.
B. The conveyance, transfer, assignment and delivery of the Assumed Contracts shall be effected by Sellers’ execution of this Agreement and delivery to Purchaser of the Assumed Contracts themselves on the Closing Date, plus such other instruments of conveyance, transfer, assignment and delivery as Purchaser shall reasonably request to cause Sellers to transfer, convey, assign and deliver the Assumed Contracts to Purchaser.
Closing Steps. The parties to the Agreement agree that this Part 1 of Schedule 4 reflects the intention of the parties as at the date of this Agreement. It is expressly agreed that the parties may agree amendments to the provisions of this Part 1 of Schedule 4 and any consequential amendments required to any other provisions of this Agreement. At Closing, the following steps will (unless otherwise stated) occur in the order listed and in accordance with the terms of this Agreement, except that (i) the steps in paragraphs 2 and (if applicable) 2A shall occur simultaneously; and (ii) the steps in paragraphs 4 to 10 will occur simultaneously. Words and expressions defined in Schedule 18 shall have the same meaning in this Schedule. Funding of the Purchaser
1. HSCC will transfer the Business Assets comprised in the PO/MTBE Business (the PO/MTBE Assets) (valued at $900,000,000) to the Purchaser in exchange for the issue by the Purchaser to HSCC of such number of membership units of the Purchaser as shall result in HSCC holding in aggregate 600 membership units of the Purchaser. At the Purchaser's option, the Purchaser, HSCC and Huntsman Specialty Chemicals Holdings Corporation may enter into a novation agreement in the agreed form by which the Purchaser shall, subject to completion of the subscription described in paragraph 2A below, assume all or some part of the obligation to pay the outstanding principal and accrued interest under a promissory note in favour of Huntsman Specialty Chemicals Holdings Corporation (the Promissory Note).
2. ICI Americas Inc. (IAI) will transfer its Business Assets comprised in the Polyurethanes Business and its Joint Venture Interest in Rubicon, Inc. (the Polyurethanes US Assets) (valued at $520,000,000) and $500 to the Purchaser, in exchange for 300 membership units of the Purchaser.
Closing Steps. The parties to this Agreement agree that this Schedule 18 reflects the intention of the parties as at the date of this Agreement. It is expressly agreed that the parties may agree amendments to the provisions of this Schedule 18 and any consequential amendments required to any other provision of this Agreement. Where, pursuant to paragraph 1 of this Schedule, one company (the Forming Company) is required to form another company (the Formed Company), the Formed Company may be incorporated under another company or companies in the relevant group and then transferred to the Forming Company. Words or expressions defined in Schedule 4 shall have the same meaning in this Schedule. The parties agree that the following provisions of this Agreement shall apply with any necessary modifications to the transactions referred to in paragraphs 1(h), 2(c), 3(n), 4, 5 and 6 of this Schedule: clauses 2, 3.5, 3.7, 3.8, 3.10 to 3.15 (inclusive), 4.2, 4.3, 5.1, the first two sentences of 6.1, 6.2, 6.3(b), 6.10 to 6.19 (inclusive), 7.1 (to the extent provided), 9.2, 16, 18.3 and 18.9 and Schedules 4, 12, 15, 16, 17 and 19. Such provisions shall apply as if:
Closing Steps a) EVERMIND and XXXX execute MOA.
b) EVERMIND and KEGS negotiate Definitive Agreements and potential Collaboration Agreements, if applicable.
c) KEGS makes equity investment in EVERMIND (investment may be in tranches)
d) EVERMIND commercializes products and begins revenue generation early Q2 2023.
e) Board of XXXX declares a dividend as to the acquired EVERMIND shares to the shareholders of KEGS as of a certain record date.
f) EVERMIND retains auditor and begins audit.
g) EVERMIND retains SEC attorney and begins legal work to prepare an S-1 Registration Statement with SEC (the SEC requires this for the dividend distribution of the EVERMIND stock to KEGS shareholders).
h) Once the audited financial statements are completed, EVERMIND files S-1 with the SEC.
i) During the SEC review process, which is normally about 60-75 days, arrangements with FINRA are made to secure a trading symbol for EVERMIND, among other necessary administrative matters.
j) The SEC approves the S-1 and KEGS distributes all EVERMIND shares to its shareholders in a manner mutually agreed upon by the Parties.
Closing Steps. The SLBC Purchaser launches a tender offer to acquire all of the remaining shares in the capital of SLBC.
