Pre-Closing Transactions. Prior to the purchase of the Initial Securities on the Closing Date, the Pre-Closing Transactions shall have been duly consummated at the respective times and on the terms contemplated by this Agreement, the General Disclosure Package and the Prospectus and the Representatives shall have received such evidence that the Pre-Closing Transactions have been consummated as the Representatives may reasonably request.
Pre-Closing Transactions. The Pre-Closing Transactions have been or will be consummated, as the case may be, on or prior to the respective times contemplated by the fourth paragraph of this Agreement (or such earlier times as may be contemplated by the Pre-Pricing Prospectus or the Prospectus) on the terms contemplated by this Agreement, the Pre-Pricing Prospectus and the Prospectus, and the Amendments and Waivers are in full force and effect.
Pre-Closing Transactions. Attached to Schedule 1.2 hereto is a schedule of intercompany obligations of Development, its affiliates, and certain individuals and other entities, as of September 30, 2002 (the "Intercompany Schedule"). Contemporaneously with or prior to the Closing Date, all accounts receivable or payable from or to a Participating Partnership or Entity (as defined in Exhibit D) that will be owned in whole (denoted by "I" on the attached Intercompany Schedule) or in part (denoted by "%"on the attached Intercompany Schedule), directly or indirectly, by the Operating Partnership upon consummation of the Formation Transactions, on the one hand, to or from a partnership, entity or RFM or his affiliates that will not be owned in whole or in part, directly or indirectly, by the Operating Partnership upon consummation of the Formation Transactions (denoted by "O" on the attached Intercompany Schedule), on the other hand, will be contributed/distributed, contributed, paid, merged, satisfied, written-off or forgiven, to the extent such action would be shown on an intercompany schedule updated as of the Closing Date, based on the principles used in and the method of preparation of the Intercompany Schedule as attached hereto (the "Closing Intercompany Schedule"). Notwithstanding anything to the contrary in this Agreement, the Operating Partnership shall have no right to acquire, directly or indirectly, any receivable that will result in a direct or indirect extension of credit, in the form of a personal loan, to or for any director or executive officer of the Company within the meaning of Section 402 of the Sarbanes-Oxley Act of 2002, and any such receivable not previously sxxxxxxxx xx xxstributed shall be deemed to have been distributed by the relevant Participating Partnership or Entity to its owners immediately prior to the Closing, or if necessary, shall be forgiven effective as of the Closing. Contributors each acknowledge that no accounts payable, that the Operating Partnership, directly or indirectly, will assume immediately following consummation of the Formation Transactions, after taking into account all contributions, distributions, payments, mergers, satisfactions, write-offs or other forgiveness, will be owed to RFM or any of his affiliates (including the other Contributors).
Pre-Closing Transactions. Prior to the purchase of the Initial Securities on the Closing Date, the Pre-Closing Transactions shall have been duly consummated at the respective times and on the terms contemplated by this Agreement, the General Disclosure Packages and the Prospectus and the Representatives shall have received a copy of the amended and restated certificate of incorporation of the Company certified by the Secretary of State of the State of Delaware and such other evidence that the Pre-Closing Transactions have been consummated as the Representatives may reasonably request.
Pre-Closing Transactions. (a) On the Closing Date, subject to obtaining the Company Shareholder Approval, immediately prior to the First Effective Time and prior to the consummation of any of the transactions contemplated by the PIPE Agreements (but in any event following the determination of the Equity Value pursuant to Section 3.02(b)), the following actions shall take place or be effected (in the order set forth in this Section 2.01): (i) the A&R AoA shall be adopted and become effective, (ii) each Company Ordinary Share that is issued and outstanding immediately prior to the First Effective Time shall be renamed and become a Class A Ordinary Share of the Company of no par value, (iii) the Company shall declare and effect an in-kind dividend on each Class A Ordinary Share then outstanding by distributing to each holder of Class A Ordinary Shares one Class B Ordinary Share of the Company of no par value for each Class A Ordinary Share held by such holder, (iv) each Class A Ordinary Share and each Class B Ordinary Share that is issued and outstanding immediately prior to the First Effective Time shall be split into such number of Class A Ordinary Shares and Class B Ordinary Shares, respectively, equal to the Split Factor (the “Stock Split”); provided that no fraction of a Class A Ordinary Share and Class B Ordinary Share will be issued by virtue of the Stock Split, and each Company Shareholder that would otherwise be so entitled to a fraction of a Class A Ordinary Share and Class B Ordinary Share, as applicable (after aggregating all fractional Class A Ordinary Shares and Class B Ordinary Shares, respectively, that otherwise would be received by such Company Shareholder) shall instead be entitled to receive such number of Class A Ordinary Shares and Class B Ordinary Shares, as applicable, to which such Company Shareholder would otherwise be entitled, rounded to the nearest whole number, and (v) any outstanding stock options and restricted stock units of the Company issued and outstanding immediately prior to the First Effective Time shall be adjusted to give effect to the foregoing transactions (clauses (i) through (v), the “Recapitalization”). Subject to and without limiting anything contained in Section 6.01, the Split Factor shall be adjusted to reflect appropriately the effect of any stock split, split-up, reverse stock split, stock dividend or stock distribution (including any dividend or distribution of securities convertible into Company Ordinary Shares, Class A Ordinary Sh...
Pre-Closing Transactions. (a) Prior to the Closing, (i) Seller shall form, or cause to be formed, each New Transferred Entity; (ii) Seller shall, and shall cause its Subsidiaries to, transfer to Brazil Company all assets of Banco Barclays S.A., a company organized under the Laws of Brazil, that are primarily related to the BGI Business, (iii) Mexico Company shall incorporate a new Subsidiary (“Mexico Services”) and the entity which currently employs the Mexican employees shall transfer those employees to Mexico Services; (iv) Seller shall form Chile Holdings and Chile Company and Chilean assets of the BGI Business shall be transferred to Chile Company and (v) Seller shall cause UK Company to transfer (by distribution, sale or otherwise) the equity securities it owns in Japan Company (which equity securities comprises 9.5% of the issued and outstanding equity securities of Japan Company) to UK Holdings.
(b) Notwithstanding anything to the contrary herein, but subject to any existing contractual restrictions, with respect to that certain leased property located at South Building, Royal Mint Court, East Smithfield Street, London EC3, Seller and Affiliates of Seller covenant and agree that Seller, as the tenant under the said lease, shall use commercially reasonable efforts to enter into a commercially reasonable sublease agreement with a Transferred Entity substantially with (i) the same terms as the space in the said property is currently occupied or used by any Transferred Entity, and (ii) commercially reasonable space sharing provisions customary for such agreements, which sublease shall be transferred to Buyer without any additional cost.
(c) Notwithstanding anything in this Agreement to the contrary, including Section 6.1(f), prior to the Closing, but subject to Section 6.31, to the extent permitted under applicable Law, Seller shall have the right to cause the Transferred Entities to distribute, pay as dividend or otherwise transfer any amount of cash to any Affiliate of Seller. Furthermore, subject to Section 6.31, prior to the Closing, to the extent permitted under applicable Law, Seller shall cause California Corporation, or if applicable, Delaware Holdings, to distribute to Finance Limited, in redemption of shares, an amount of cash equal to the total amount of cash held by California Corporation and its Subsidiaries.
(d) Seller and Parent are permitted to carry out the transfers and other transactions detailed in Section 6.26 of the Seller’s Disclosure Schedules (such trans...
Pre-Closing Transactions. On or before the Closing Date, the Seller shall cause the following transactions (the “Pre-Closing Transactions”) to be completed:
(a) the Partnership and the Partners shall pay to an Affiliate of the Seller (such Affiliate to be designated by the Seller) all of the Cash held by the Partnership and the Partners and each of them as of the Cut-Off Date;
(b) the General Partner shall transfer and convey to an Affiliate of the Seller (such Affiliate to be designated by the Seller) legal and beneficial title to the Water Solutions Shares, free and clear of all Liens other than restrictions on sales or transfers of securities under applicable securities Laws and the Seller shall pay all Taxes that arise in connection with such transfer and conveyance. After giving effect to such transfer and conveyance and as of the time of the Closing neither the Partners nor the Partnership shall have any liability or obligation of any kind relating to Exterran Water Solutions ULC;
(c) the Seller shall cause all of the Inter-Company Indebtedness and any outstanding Indebtedness to be extinguished in full;
(d) the Seller shall pay in full all Transaction Expenses, including any such expenses identified on the Disclosure Letter; and
(e) the Partnership shall transfer the leases relating to the compressors identified in Section 4.07(a) of the Disclosure Letter to an Affiliate of the Seller Guarantor (such Affiliate to be designated by the Seller Guarantor), and after giving effect to such transfer and as of the time of Closing neither the Partners nor the Partnership shall have any liability or obligation relating to such leases or such compressors. From and after the completion of the Pre-Closing Transactions, none of the Partnership, the Partners, the Purchaser or the Parent shall have any rights, title or interest in any consideration paid by the Partners or the Partnership in respect of the Pre-Closing Transactions.
Pre-Closing Transactions. Except as set forth on Section 3.24 of the Partnership Disclosure Schedule and except for the transactions and services provided under that certain Services and Secondment Agreement, dated September 25, 2017, by and between the Partnership and Sponsor (including coverage under insurance policies of Sponsor and its Subsidiaries), at the Closing, the Partnership or its Subsidiaries will own, hold or have the right to use (including by means of ownership of rights pursuant to licenses or other Contracts), all of the assets and properties, whether personal, real or mixed, wherever located, that are, as of the date hereof, owned by Sponsor and its Subsidiaries (other than the Partnership and its Subsidiaries) but used or held for use in the operation of the Partnership and its Subsidiaries as conducted immediately prior to the date hereof.
Pre-Closing Transactions. The Sponsor shall, or shall cause Holdings or an Affiliate thereof to, as applicable, take all actions necessary to consummate the Pre-Closing Transactions prior to the Effective Time.
Pre-Closing Transactions. The Pre-Closing Transactions have been or will be consummated, as the case may be, on or prior to the respective times contemplated by the fifth paragraph of this Agreement (or such earlier times as may be contemplated by the Pre-Pricing Prospectus or the Prospectus) on the terms contemplated by this Agreement, the Pre-Pricing Prospectus and the Prospectus. The Pre-Closing Transactions will be legally sufficient to transfer or convey to the Partnership Entities all properties not already held by them that are, individually or in the aggregate, required to enable the Partnership Entities to conduct their operations in all material respects as contemplated by the Registration Statement, the General Disclosure Package and the Prospectus. Upon consummation of the Pre-Closing Transactions, the Partnership Entities will succeed in all material respects to the business, assets, properties, liabilities and operations reflected by the pro forma combined financial statements of the Partnership.
