FIRST CLOSING TRANSACTIONS Sample Clauses
The "First Closing Transactions" clause defines the initial set of actions, transfers, or obligations that must be completed at the first closing of a multi-stage transaction. Typically, this clause outlines which assets, shares, or interests are to be transferred, what payments are to be made, and which conditions must be satisfied or waived at this initial stage. For example, in a phased acquisition, the first closing might involve the transfer of a portion of shares and payment of a corresponding purchase price installment. The core function of this clause is to provide a clear roadmap for the parties regarding what must occur at the first closing, thereby reducing ambiguity and ensuring that both sides understand their immediate obligations and the sequence of events.
FIRST CLOSING TRANSACTIONS. 1. SE Transmission will contribute to SEP, SE Transmission’s right, title and interest in and to Y% of the ownership interests of SE Transmission II (the “SE Transmission II (SE Transmission) Contributed Interest”), and SEP would:
(a) accept such right, title and interest and be admitted as a member of SE Transmission II; and
(b) issue to SE Transmission [ ] Common Units (the “SE Transmission (SE Transmission II) Unit Consideration”) (to be adjusted on First Closing pursuant to Section 2.3).
2. SE SESH will contribute to SEP, SE SESH’s right, title and interest in and to 24.95% of the ownership interests of Southeast Supply Header, LLC (a Delaware limited liability company) (the “First Closing SESH Contributed Interest”) (such that SE SESH will hold 25.05% and SEP will hold 24.95%, with a third party holding the remaining 50%), and SEP would:
(a) accept such right, title and interest and be admitted as a member of Southeast Supply Header, LLC; and
(b) issue to SE SESH [ ] Common Units (the “SE SESH First Closing Unit Consideration”) (to be adjusted on First Closing pursuant to Section 2.3).
3. ▇▇ ▇▇▇▇▇ Trail will contribute to SEP, ▇▇ ▇▇▇▇▇ Trail’s right, title and interest in and to 67% of the ownership interests of Sabal Trail Transmission, LLC (a Delaware limited liability company) (the “Sabal Trail Contributed Interest”), and SEP would:
(a) accept such right, title and interest and be admitted as a member of Sabal Trail Transmission, LLC; and
(b) issue to ▇▇ ▇▇▇▇▇ Trail [ ] Common Units (the “▇▇ ▇▇▇▇▇ Trail Unit Consideration”) (to be adjusted on First Closing pursuant to Section 2.3).
4. MLP GP will contribute to SEP, MLP GP’s right, title and interest in and to:
(a) 1% of the ownership interests of Gulfstream Natural Gas System, L.L.C. (a Delaware limited liability company) (the “Gulfstream Contributed Interest”) (such that SEP will hold 50% of the ownership interests of Gulfstream Natural Gas System, L.L.C., with the remaining 50% held by a third party);
(b) 100% of the ownership interests of Spectra Energy Sand Hills Holding, LLC (a Delaware limited liability company) (the “Sand Hills Contributed Interest”) (such that SEP will hold 100% of the ownership interests of Spectra Energy Sand Hills Holding, LLC);
(c) 100% of the ownership interests of Spectra Energy Southern Hills Holding, LLC (a Delaware limited liability company) (the “Southern Hills Contributed Interest”) (such that SEP will hold 100% of the ownership interests of Spectra Energy Southe...
FIRST CLOSING TRANSACTIONS. Subject to the terms and conditions set forth in this Agreement, at the First Closing,
(a) the Company shall issue, sell and deliver to the Purchaser 8,800,000 Common Shares of the Company (the "COMMON SHARES") in exchange for 790,000 shares of common stock of the Purchaser (the "FOREST SHARES") to be issued, sold and delivered by the Purchaser to the Company;
(b) the Company shall issue, sell and deliver to the Purchaser 3,000,000 Redeemable Preferred Shares, Series B (the "SERIES B PREFERRED SHARES"), having (i) the rights, privileges, restrictions and conditions set out in Exhibit A attached hereto, and (ii) the collateral security set out in Exhibit "G" hereto and the Purchaser shall deliver a certified cheque or bank draft for $3,000,000 as payment for the Series B Preferred Shares;
(c) the Company and the Purchaser shall execute and deliver the Prospectus Agreement substantially in the form of Exhibit B attached hereto; (the "PROSPECTUS AGREEMENT").
(d) the Company and the Purchaser shall execute and deliver the Company Registration Rights Agreement substantially in the form of Exhibit C attached hereto (the "COMPANY REGISTRATION RIGHTS AGREEMENT").