SECOND CLOSING TRANSACTIONS Clause Samples
SECOND CLOSING TRANSACTIONS. 1. 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 (the “Second Closing SESH Contributed Interest”) (such that SE SESH will hold 0.1% and SEP will hold 49.9%, with the remaining 50% being held by a third party), and SEP would:
(a) accept such right, title and interest; and
(b) issue to SE SESH [ ] Common Units (the “SE SESH Second Closing Unit Consideration”) (to be adjusted on Second Closing pursuant to Section 2.3).
2. SE Transmission will contribute to SEP, SE Transmission’s right, title and interest in and to 1% of the ownership interest of ▇▇▇▇▇▇▇▇ Ridge GP, LLC (a Delaware limited liability company) (the “▇▇▇▇▇▇▇▇ Ridge GP Contributed Interest”) (such that SEP will hold 1% and Spectra Energy Transmission Services, LLC (a Delaware limited liability company and, after the First Closing, an indirect, wholly-owned subsidiary of SEP) will hold 49%, with the remaining 50% being held by a third party), and SEP would:
(a) accept such right, title and interest and be admitted as a member of ▇▇▇▇▇▇▇▇ Ridge GP, LLC; and
(b) issue to SE Transmission [ ] Common Units (the “SE Transmission (▇▇▇▇▇▇▇▇ Ridge GP) Unit Consideration”) (to be adjusted on Second Closing pursuant to Section 2.3).
3. SE Transmission will contribute to SEP, SE Transmission’s right, title and interest in and to 0.99% of the ownership interest of ▇▇▇▇▇▇▇▇ Ridge, LP (a Delaware limited partnership) (the “▇▇▇▇▇▇▇▇ Ridge LP Contributed Interest”) (such that SEP will hold 0.99%, Spectra Energy Transmission Resources, LLC will hold 48.51% and ▇▇▇▇▇▇▇▇ Ridge GP, LLC will hold 1%, with the remaining 49.5% being held by a third party), and SEP would:
(a) accept such right, title and interest and be admitted as a member of ▇▇▇▇▇▇▇▇ Ridge, LP; and
(b) issue to SE Transmission [ ] Common Units (the “SE Transmission (▇▇▇▇▇▇▇▇ Ridge LP) Unit Consideration” and, together with the SE Transmission (▇▇▇▇▇▇▇▇ Ridge GP) Unit Consideration, the “SE Transmission Second Closing Unit Consideration”) (to be adjusted on Second Closing pursuant to Section 2.3).
4. MLP GP will exchange [ ] Common Units into [ ] General Partner Units (the “Second Closing Exchanged GP Units”) in accordance with the SEP Partnership Agreement in order to maintain an aggregate 2% general partner interest of MLP GP in SEP.
SECOND CLOSING TRANSACTIONS. Subject to the terms and conditions set forth in this Agreement, at the Second Closing:
(a) the Company will redeem the Series B Preferred Shares by making a cash payment to the Purchaser in the sum of $1,500,000, issuing and delivering to the Purchaser the number of Common Shares issuable upon such redemption and issuing to the Purchaser Non- Voting Shares in satisfaction of accrued but unpaid dividends to the Second Closing Date;
(b) the Company shall issue, sell and deliver to the Purchaser 32,000,000 Common Shares less the number of Common Shares issued under paragraph (a) as payment of the redemption price of the Series B Preferred Shares, 12,300,000 Non-Voting Shares and 5,300,000 Warrants substantially in the form of Exhibit D (the "Warrants"), in exchange for 4,510,000 Forest Shares (subject to adjustment under Section 1.3) to be issued, sold and delivered by the Purchaser to the Company;
(c) the Company shall issue, sell, assign and deliver to the Purchaser 15,500,000 Non-Voting Series A Preferred Shares (the "Series A Preferred Shares") having the rights, privileges, restrictions and conditions set out in Exhibit A attached hereto in exchange for the Number Company Shares which the Purchaser shall sell, assign and deliver to the Company; and
(d) the Company and the Purchaser shall execute and deliver the Equity Participation Agreement substantially in the form of Exhibit E attached hereto (the "Equity Participation Agreement")
SECOND CLOSING TRANSACTIONS. At the Second Closing, subject to the terms and conditions hereof, Nevada Palace, which will be owned 100% by ▇▇▇▇▇▇▇, desires to assign the Nevada Palace Oaktree Loan Agreement and the Nevada Palace Oaktree Note downstream to NP Land, which will be owned 100% by ▇▇▇▇▇▇▇ through his 100% ownership of each of Nevada Palace and WCW, and NP Land will assume all of the obligations of Nevada Palace under the Nevada Palace Oaktree Loan Agreement and the Nevada Palace Oaktree Note, including the obligation to pay all amounts outstanding thereunder (the “Nevada Palace Oaktree Loan Assignment and Assumption”), pursuant to an assignment and assumption agreement in a form reasonably satisfactory to Nevada Palace, NP Land and the Oaktree Parties (the “Nevada Palace Oaktree Loan Assignment and Assumption Agreement”).