Terms of Transaction. The terms of the particular Transaction to which this Confirmation relates are as follows: Terms to be supplied by ENA Confirmation Desk
Terms of Transaction. 2.1 Upon the Effective Date:
Terms of Transaction. At the Effective Time, by virtue of the Merger and without any action on the part of the holders thereof, (i) the partnership interests in the Partnership outstanding immediately prior to the Effective Time, held by (a) the general partners of the Partnership (the "GENERAL PARTNERS"), (b) the "ORIGINAL LIMITED PARTNERS" (as defined in the Partnership's Amended Agreement of Limited Partnership, dated as of July 27, 1983, as amended from time to time (the "PARTNERSHIP AGREEMENT")) and (c) the limited partners of the Partnership who are, at the Effective Time, directly or indirectly controlling, controlled by or under common control with the Company, Equity Resources Group Incorporated or the General Partners ("the AFFILIATE LIMITED PARTNERS"), shall be canceled and retired and shall cease to exist, (ii) the partnership interests of limited partners of the Partnership who are not Affiliate Limited Partners (the "UNAFFILIATED LIMITED PARTNERS") outstanding immediately prior to the Effective Time shall be canceled and converted into and represent the right to receive in exchange therefor $1,200 per "UNIT" (as defined in the Partnership Agreement), without interest thereon, payable by the Surviving Entity to the holder of such Unit (as reflected on the records of the Partnership at the Effective Time) upon receipt by the Surviving Entity of the Proof of Ownership Form hereto, a Substitute Form W-9 and any other additional documentation necessary or desirable to complete the conversion of the Units required which the Surviving Entity shall reasonably request from the holder, (iii) the limited liability company interests held by the members of the Company outstanding immediately prior to the Effective Time shall remain the outstanding limited liability company interests of such members of the Company, and such members shall continue as the members of the Surviving Entity. Neither the Surviving Entity nor any other party hereto shall be liable to a holder of Units for any payments made to a public official pursuant to applicable abandoned property laws. The Surviving Company shall be entitled to deduct and withhold from the amounts otherwise payable to a holder of Units pursuant to the Merger any taxes or other amounts as are required by applicable law, including without limitation Sections 3406 and 1445 of the Internal Revenue Code of 1986, as amended. To the extent that amounts are so withheld by the Surviving Entity, they shall be treated for all purposes of thi...
Terms of Transaction. Paragraph 1.2 (a) of the Original Agreement shall be amended to read, in its entirety, as follows:
Terms of Transaction. The Company represents, with respect to any transaction (a “February Warrant Transaction”) revising the terms of the warrants issued by the Company in February 2005 (the “February Warrants”), that it has not entered and will not enter into any February Warrant Transaction on terms more favorable to one or more holders of the February Warrants than the terms set forth in this Agreement or in the form of Warrant attached hereto as Exhibit A.
Terms of Transaction. The Terms of the Transaction to which this Confirmation relates are as follows: Trade Date: Buyer: First Choice Seller: Constellation Product: Block Purchase/Sale. A fixed quantity of MWs per hour. Delivery Period: Delivery Point: Any point of interconnection with ERCOT Transmission Grid. Designated Congestion Zone: The Congestion Zone that contains the corresponding Substation listed in Appendix B998 with respect to such Product. Contract Quantity: Contract Price: $/MWh [***] ***Confidential material omitted and filed separately with the Securities & Exchange Commission. [***] Appendix B998 [TABLE SETTING FORTH SUBSTATIONS] [Constellation] [First Choice] Name: Name: Title: Title: Phone No: Phone No: Fax: Fax: ***Confidential material omitted and filed separately with the Securities & Exchange Commission. EXHIBIT C FIXED LOAD SHAPE POWER SUPPLY AND SERVICE AGREEMENT CONFIRMATION LETTER The purpose of this letter (“Confirmation”) is to confirm the terms and conditions of the Transaction entered into between us on the Trade Date specified below (the “Transaction”) between First Choice Power, Inc. (“First Choice”) and Constellation Power Source, Inc. (“Constellation”), under the terms and conditions set forth below. First Choice and Constellation may also hereinafter be referred to individually as “Party” or collectively as “Parties.”
Terms of Transaction. At the Effective Time, by virtue of the Merger and without any action on the part of the holders thereof, (i) the partnership interests in the Partnership outstanding immediately prior to the Effective Time, held by (a) the general partners of the Partnership (the "General Partners"), (b) the "
Terms of Transaction. Section 1.01
Terms of Transaction. The terms of the particular Transaction to which this GTC relates are as follows:
Terms of Transaction. The terms of the particular Transaction to which this GTC relates are as follows: Transaction Type: Cooling Degree Day (“CDD”) Option Premium Payment Details: The Buyer shall pay the Premium to the Seller two Business Days after this Transaction has been executed. Calculation Period: The period from and including the Effective Date to and including the Termination Date. Payment Date(s): The fifth Business Day after the Floating Amount for the Calculation Period is determinable, provided, however, that a one time adjustment in the amount paid will be made by the appropriate party, if applicable, if the Reporting Agency makes any correction or adjustment to the reported daily high and low temperatures within 95 days of the end of the Calculation Period for any day within the Calculation Period. Fixed Amount Payer: (Buyer of the Option) Enron if the terms set forth on the Website relevant to the Transaction provide that Counterparty is buying and Counterparty if the terms set forth on the Website relevant to the Transaction provide that Counterparty is selling. Floating Amount Payer: (Seller of the Option) Counterparty if the terms set forth on the Website relevant to the Transaction provide that Counterparty is buying and Enron if the terms set forth on the Website relevant to the Transaction provide that Counterparty is selling. Floating Amount: The sum of CDD’s calculated in accordance with the procedure detailed below, for each day during the applicable Calculation Period. If more than one Reference Weather Station is specified for a Transaction, then the Floating Amount will be the weighted average of the sum of CDD’s for each such Reference Weather Station during the applicable Calculation Period using the percentage set forth next to such Reference Weather Station for weighting. If no percentage is so specified, then the weighting shall be equal. For a Reference Weather Station, CDD for each day is equal to the greater of (i) the non-rounded average of the daily high and daily low temperatures in Reference Degrees from and including 12:01 AM on that day to and including 12:00 AM on the next day local time as measured by Reporting Service, and reported by the Reporting Agency, for the Reference Weather Station minus the Reference Basis or (ii) zero. The daily high and low temperatures measured by the Reporting Service and reported by the Reporting Agency shall be rounded to whole numbers prior to the calculation of CDDs using the Rounding Convention. Th...
