Combination Transactions Sample Clauses

Combination Transactions. Upon the terms and subject to the satisfaction or written waiver of the conditions contained in this Agreement, at the Closing:
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Combination Transactions. Subject to Section 5.8, immediately following the occurrence of the Pre-Combination Transactions, and pursuant to the terms and subject to the conditions herein, and in reliance upon the representations, warranties and agreements herein, the following “Combination Transactions” shall occur:
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Combination Transactions. (i) At the Closing (A) SPAC shall contribute to OpCo (1) all of its assets (excluding its interests in OpCo and the SPAC Shareholder Redemption Amount), including, for the avoidance of doubt, the Available Cash, and (2) a number of shares of newly issued SPAC Class V Common Stock equal to the number of Seller OpCo Units (such shares, the “Seller Class V Shares”) and (B) in exchange therefor, OpCo shall issue to SPAC (1) a number of OpCo Units which shall equal the number of total shares of SPAC Class A Common Stock issued and outstanding immediately after the Closing of the Transactions (taking into account the Private Placements and giving effect to the exercise of all Redemption Rights) and (2) a number of OpCo Warrants which shall equal the number of SPAC Warrants outstanding immediately after the Closing of the Transactions (such transactions in this Section 2.01(f)(i), the “SPAC Contribution”); and
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Combination Transactions. Each of the RES Signatories, the TES Signatories, PubCo and RNGR shall, and immediately following the consummation of the Reorganization Transactions and the amendment and restatement of PubCo’s Certificate of Incorporation and Bylaws hereby does, take all of the actions and consummate the transactions set forth in this Section 2.6 (the “Combination Transactions”) that are applicable to such Person, and each Party agrees that the Combination Transactions shall be deemed to occur for all purposes in the order in which they appear in this Section 2.6.
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Combination Transactions. On the Third Restatement Effective Date, (i) each of the Combination Transactions shall have been consummated in all material respects in accordance with the Combination Transaction Documents therefor and all applicable laws, (ii) the Administrative Agent shall have received true and correct copies of all Combination Transaction Documents, certified as such by an appropriate officer of Parent, (iii) all Combination Transaction Documents, and all terms and conditions thereof, shall be in form and substance reasonably satisfactory to the Senior Managing Agents, (iv) all Combination Transaction Documents shall have been duly executed and delivered by the parties thereto and be in full force and effect, (v) the Combination Transactions (including all of the terms and conditions thereof) shall have been duly approved by the requisite boards of directors and (if required by applicable law) the requisite shareholders of the Borrower, Parent and B&W, (vi) the representations and warranties set forth in the Combination Transaction Documents shall be true and correct in all material respects as if made on and as of the Third Restatement Effective Date, (vii) each of the conditions precedent to the consummation of each the Combination Transaction as set forth in the relevant Combination Transaction Documents therefor shall have been satisfied in all material respects, and not waived except with the consent of each Senior Managing Agent and the Required Lenders, to the reasonable satisfaction of each Senior Managing Agent and the Required Lenders, and (viii) all Liens or Indebtedness to be incurred or assumed in connection with the Combination Transactions shall otherwise be permitted under this Agreement (including, without limitation, Sections 8.03 and 8.04).
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Combination Transactions 
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Related to Combination Transactions

  • Limited Condition Transactions (a) In connection with any action being taken in connection with a Limited Condition Transaction, for purposes of (i) determining compliance with any provision of this Agreement which requires the calculation of the First Lien Leverage Ratio, the Secured Leverage Ratio, the Total Leverage Ratio, the Interest Coverage Ratio or any other financial ratio; or (ii) testing availability under baskets set forth in this Agreement (including baskets measured as a percentage of Consolidated Total Assets or Consolidated EBITDA, if any), in each case, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), the date of determination of whether any such transaction is permitted hereunder shall be deemed to be the date (the “LCT Test Date”), (x) the definitive agreement for such Limited Condition Transaction is entered into (or, in respect of any transaction described in clause (ii) of the definition of “Limited Condition Transaction,” delivery of irrevocable notice, declaration of dividend or similar event), and not at the time of consummation of such Limited Condition Transaction or (y) solely in connection with an acquisition to which the United Kingdom City Code on Takeovers and Mergers applies (or similar law in another jurisdiction), the date on which a “Rule 2.7 announcement” of a firm intention to make an offer (or equivalent announcement in another jurisdiction) (a “Public Offer”) in respect of a target of such acquisition, and if, after giving pro forma effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they had occurred at the beginning of the most recent test period ending prior to the LCT Test Date, the Borrower could have taken such action on the relevant LCT Test Date in compliance with such ratio or basket, such ratio or basket shall be deemed to have been complied with.

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